8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

 January 6, 2022

AEHR TEST SYSTEMS

(Exact name of registrant as specified in its charter)

California	000-22893	94-2424084
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
400 KATO TERRACE FREMONT, CA 94539
(Address of principal executive offices, including zip code)
510-623-9400
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	AEHR	The NASDAQ Capital Market

Item 2.02. Results of Operations and Financial Condition.

On January 6, 2022, Aehr Test Systems, or the Company, issued a press release announcing the Company’s financial results for its second quarter of fiscal year 2022 ended November 30, 2021. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Form 8-K, including the exhibit attached hereto, are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liabilities of that Section, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release of Aehr Test Systems dated January 6, 2022 entitled “Aehr Test Reports Second Consecutive Quarter of Record Bookings in Second Quarter of Fiscal 2022 on Strength of Semiconductor Test and Burn-In Sales for Electric Vehicles.”

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Aehr Test Systems (Registrant)
Date: January 6, 2022	By:	/s/ Kenneth B. Spink
		Kenneth B. Spink
		Vice President of Finance and
		Chief Financial Officer

3

EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

Contacts:
Aehr Test Systems	MKR Investor Relations Inc.
Ken Spink	Todd Kehrli or Jim Byers
Chief Financial Officer	Analyst/Investor Contact
(510) 623-9400 x309	(323) 468-2300
	aehr@mkr-group.com

Aehr Test Reports Second Consecutive Quarter of Record Bookings in Second Quarter of

Fiscal 2022 on Strength of Semiconductor Test and Burn-In Sales for Electric Vehicles

Fremont, CA (January 6, 2022) – Aehr Test Systems (NASDAQ: AEHR), a worldwide supplier of semiconductor test and reliability qualification equipment, today announced financial results for its second quarter of fiscal 2022 ended November 30, 2021.

Fiscal Second Quarter Financial Results:

· Net sales were $9.6 million, up 471% from $1.7 million in the second quarter of fiscal 2021.

· GAAP net income was $717,000, or $0.03 per diluted share, compared to a GAAP net loss of $2.0 million, or $0.08 per diluted share, in the second quarter of fiscal 2021.

· Non-GAAP net income was $1.4 million, or $0.05 per diluted share, which excludes the impact of stock-based compensation, compared to a non-GAAP net loss of $1.7 million, or $0.07 per diluted share, in the second quarter of fiscal 2021.

· Bookings were $29.1 million for the quarter ended November 30, 2021, the Company’s quarterly highest bookings on record, compared to $1.6 million in the second quarter of fiscal 2021.

· Backlog as of November 30, 2021 was $36.1 million, the Company’s highest backlog on record.

Fiscal First Six Months Financial Results:

· Net sales were $15.3 million, up 313% from $3.7 million in the first six months of fiscal 2021.

· GAAP net income was $1.4 million, or $0.05 per diluted share, which includes the impact of forgiveness of $1.7 million in loans from the Paycheck Protection Program (“PPP”) received in fiscal 2020. This compares to a GAAP net loss of $1.9 million, or $0.08 per diluted share, in the first six months of fiscal 2021, which includes the impact of stock-based compensation and a non-cash net gain of $2.2 million and tax benefit of $215,000 related to the closure of Aehr’s Japan subsidiary during the first quarter of fiscal 2021.

· Non-GAAP net income was $1.0 million, or $0.04 per diluted share, which excludes the impact of stock-based compensation and forgiveness of the PPP loan. This compares to a non-GAAP net loss of $3.7 million, or $0.16 per diluted share, in the first six months of fiscal 2021, which excludes the impact of stock-based compensation and the net gain related to the closure of Aehr’s Japan subsidiary during the first quarter of fiscal 2021.

An explanation of the use of non-GAAP financial measures and a reconciliation of Aehr’s non-GAAP financial measures to the most directly comparable GAAP financial measures can be found in the accompanying tables.

Aehr Test Systems Reports Second Quarter Fiscal 2022 Financial Results

January 6, 2022

Page 2 of 7 

Gayn Erickson, President and CEO of Aehr Test Systems, commented:

“We finished the second quarter with record bookings for a single quarter of $29.1 million and our highest backlog on record of $36.1 million. Including the announced orders since the beginning of the fiscal third quarter, our total bookings for the fiscal year to date is over $52 million.

“We continue to see very strong interest and demand for wafer level test and burn-in of silicon carbide devices, particularly for use directly in, and in support of, the electric vehicle market. We are ramping our FOX^TM multi-wafer test and burn-in systems and full wafer WaferPak^TM capacity to meet this upcoming silicon carbide market opportunity, which we believe will grow significantly over the next decade or more. We are only at the very beginning of this ramp as electric vehicles accounted for a very small percentage share of the overall market last year and are expected to be over 30% of total vehicles sold by 2030.

“During the quarter we received a $19.4 million order for our FOX-XP^TM wafer level test and burn-in systems from our lead silicon carbide customer. This order was then followed by a $7.6 million order for WaferPaks that do not fully populate the systems, so we are expecting additional follow on WaferPak orders for these production FOX-XP systems. These systems and WaferPaks are being used to test and burn-in MOSFET devices in traction inverters in electric vehicle motor controllers, as well as both on-board and off-board electric vehicle chargers. This customer, a major automotive semiconductor supplier with a significant customer base in the automotive semiconductor market, continues to forecast significant additional system and WaferPak purchases over the next several years. Multiple industry forecasters and analysts expect the market for silicon carbide devices to grow at a compound annual growth rate (CAGR) of more than 30% over the next decade driven by demand from the electric vehicle market and other applications.

“In addition to a very strong backlog and forecast from our lead silicon carbide customer, we are currently engaged in discussions and/or evaluations with several other silicon carbide suppliers regarding their wafer level test and burn-in needs. This includes at least one large silicon carbide supplier that has moved to on-wafer evaluation and benchmarking of Aehr’s FOX-XP multi-wafer system for testing and burning in their silicon carbide wafers. We believe we will add several new silicon carbide customers that will ramp into production by next fiscal year on our solutions.

“Another positive is that we continue to see signs of strengthening in the silicon photonics test and burn-in market as our FOX multi-wafer systems and WaferPaks provide a very cost effective and scalable solution for “burning in” the optical lasers and stabilizing their output power while also removing any extrinsic or early life failures. In addition to the silicon photonics devices that are now ramping into production for fiberoptic transceivers for datacom and telecom applications such as data center and 5G infrastructure, several companies have made public announcements of their intent to integrate silicon photonics devices and co-packaged optics in high end processor applications and intra-chip as well as inter-chip communications within the next few years.

“During the last few months, we received orders from a current silicon photonics customer for six additional FOX-NP™ systems to support the characterization and product qualification of new types of photonics-based devices. This customer is expected to purchase new sets of WaferPaks to be used with these systems. As the applications and market for silicon photonics-based devices continue to grow, we expect this customer to continue to increase their capacity in the future.

Aehr Test Systems Reports Second Quarter Fiscal 2022 Financial Results

January 6, 2022

Page 3 of 7

“Several other customers addressing the silicon photonics market have also forecast additional FOX system and WaferPak or DiePak^® contactor capacity needs over the next 12 months. These include needs to address incremental production capacity as well as capacity to address new customer and new product qualification and engineering. Silicon photonics devices address the 5G and data center infrastructure industry as well as several other key markets today, and Yole Research predicts that the silicon photonics transceiver market alone will reach $4.6 billion in 2026, with a CAGR of 25% between 2021 and 2026.

“We remain very focused on serving the very large market opportunities we see ahead, which include the significant opportunity for test and burn-in of silicon carbide devices for electric vehicles and electrification infrastructure, silicon photonics devices for data center and 5G infrastructure, and 2D/3D sensors for mobile and wearable devices. With our record bookings and the strength of our semiconductor test and burn-in solutions, we are confident in our ability to deliver significant revenue growth and are reiterating our guidance for revenue for the year.”

Fiscal 2022 Financial Guidance:

For the fiscal year ending May 31, 2022, Aehr is reiterating its previously provided guidance for full year total revenue of at least $50 million, and to be profitable for the fiscal year at these revenue levels based upon its operating model.

Management Conference Call and Webcast

Aehr Test Systems will host a conference call and webcast today at 5:00 p.m. Eastern (2:00 p.m. PT) to discuss its fiscal 2022 second quarter operating results. To access the live call, dial 800-437-2398 (US and Canada) or +1 929-477-0577 (International) and give the participant passcode 5907605. In addition, a live and archived webcast of the conference call will be available over the Internet at www.aehr.com in the Investor Relations section and at the following link https://edge.media-server.com/mmc/p/ewc7mhgg. A replay of the conference call will also be available via telephone beginning approximately two hours after conclusion of the call through 8:00 p.m. ET on January 13, 2022. To access the replay dial-in information, please click here.

About Aehr Test Systems

Headquartered in Fremont, California, Aehr Test Systems is a worldwide provider of test systems for burning-in and testing logic, optical and memory integrated circuits and has installed over 2,500 systems worldwide. Increased quality and reliability needs of the Automotive and Mobility integrated circuit markets are driving additional test requirements, incremental capacity needs, and new opportunities for Aehr Test products in package, wafer level, and singulated die/module level test. Aehr Test has developed and introduced several innovative products, including the ABTS^TM and FOX-P^TM families of test and burn-in systems and FOX WaferPak^TM Aligner, FOX-XP WaferPak Contactor, FOX DiePak^® Carrier and FOX DiePak Loader. The ABTS system is used in production and qualification testing of packaged parts for both lower power and higher power logic devices as well as all common types of memory devices. The FOX-XP and FOX-NP systems are full wafer contact and singulated die/module test and burn-in systems used for burn-in and functional test of complex devices, such as leading-edge memories, digital signal processors, microprocessors, microcontrollers, systems-on-a-chip, and integrated optical devices. The FOX-CP system is a new low-cost single-wafer compact test and reliability verification solution for logic, memory and photonic devices and the newest addition to the FOX-P product family. The WaferPak Contactor contains a unique full wafer probe card capable of testing wafers up to 300mm that enables IC manufacturers to perform test and burn-in of full wafers on Aehr Test FOX systems. The DiePak Carrier is a reusable, temporary package that enables IC manufacturers to perform cost-effective final test and burn-in of both bare die and modules. For more information, please visit Aehr Test Systems’ website at www.aehr.com.

Aehr Test Systems Reports Second Quarter Fiscal 2022 Financial Results

January 6, 2022

Page 4 of 7

Safe Harbor Statement

This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements generally relate to future events or Aehr’s future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “going to,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” “sees,” or “continue,” or the negative of these words or other similar terms or expressions that concern Aehr’s expectations, strategy, priorities, plans, or intentions. Forward-looking statements in this press release include, but are not limited to, Aehr’s ability to generate bookings and revenue increases in the future, including the first quarter of fiscal 2022; future requirements and orders of Aehr’s new and existing customers; bookings forecasted for proprietary WaferPak^TM and DiePak consumables across multiple market segments; the temporary nature of customer pushouts; shipping timelines for products and follow-on capacity orders; the growth of Aehr’s systems and consumables, including as a percentage of total sales; financial guidance for fiscal 2022, including related to revenue and profitability, and expectations regarding fiscal 2022; Aehr’s ability to expand its number of customers using its FOX-P^TM solutions; the ability to secure potential customer engagements; expectations related to long-term demand for Aehr’s productions and the attractiveness of key markets; the belief that Aehr will be stronger after the current worldwide COVID-19 pandemic, including expectations related to greater production, more customers, more applications, and higher value products. The forward-looking statements contained in this press release are also subject to other risks and uncertainties, including those more fully described in Aehr’s recent 10-K, 10-Q and other reports filed from time to time with the Securities and Exchange Commission. Aehr disclaims any obligation to update information contained in any forward-looking statement to reflect events or circumstances occurring after the date of this press release.

– Financial Tables to Follow –

Aehr Test Systems Reports Second Quarter Fiscal 2022 Financial Results
January 6, 2022
Page 5 of 7
AEHR TEST SYSTEMS AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(in thousands, except per share data)
(unaudited)
	Three Months Ended									Six Months Ended
	Nov 30,			Aug 31,			Nov 30,			Nov 30,			Nov 30,
	2021			2021			2020			2021			2020
Net sales	$	9,611		$	5,646		$	1,683		$	15,257		$	3,695
Cost of sales		5,092			3,365			1,306			8,457			3,091
Gross profit		4,519			2,281			377			6,800			604
Operating expenses:
Selling, general and administrative		2,489			1,953			1,501			4,442			3,015
Research and development		1,313			1,321			820			2,634			1,720
Total operating expenses		3,802			3,274			2,321			7,076			4,735
Income (loss) from operations		717			(993	)		(1,944	)		(276	)		(4,131	)
Interest expense, net		(1	)		(9	)		(12	)		(10	)		(25	)
Income from forgiveness of PPP loan		-			1,698			-			1,698			-
Net gain from dissolution of Aehr Test Systems Japan		-			-			-			-			2,186
Other income (expense), net		35			23			(6	)		58			(100	)
Income (loss) before income tax (expense) benefit		751			719			(1,962	)		1,470			(2,070	)
Income tax (expense) benefit		(34	)		(23	)		(4	)		(57	)		211
Net income (loss)	$	717		$	696		$	(1,966	)	$	1,413		$	(1,859	)
Net income (loss) per share
Basic	$	0.03		$	0.03		$	(0.08	)	$	0.06		$	(0.08	)
Diluted	$	0.03		$	0.03		$	(0.08	)	$	0.05		$	(0.08	)
Shares used in per share calculations:
Basic		26,205			23,999			23,396			25,102			23,322
Diluted		28,342			25,356			23,396			26,849			23,322

-more-

Aehr Test Systems Reports Second Quarter Fiscal 2022 Financial Results
January 6, 2022
Page 6 of 7
AEHR TEST SYSTEMS AND SUBSIDIARIES
Reconciliation of GAAP and Non-GAAP Results
(in thousands, except per share data)
(unaudited)
	Three Months Ended								Six Months Ended
	Nov 30,		Aug 31,			Nov 30,			Nov 30,			Nov 30,
	2021		2021			2020			2021			2020
GAAP net income (loss)	$	717	$	696		$	(1,966	)	$	1,413		$	(1,859	)
Stock-based compensation expense		718		588			257			1,306			527
Income from forgiveness of PPP loan		-		(1,698	)		-			(1,698	)		-
Income from disolution of Aehr Test Systesm Japan		-		-			-			-			(2,401	)
Non-GAAP net income (loss)	$	1,435	$	(414	)	$	(1,709	)	$	1,021		$	(3,733	)
GAAP net income (loss) per diluted share	$	0.03	$	0.03		$	(0.08	)	$	0.05		$	(0.08	)
Non-GAAP net income (loss) per diluted share	$	0.05	$	(0.02	)	$	(0.07	)	$	0.04		$	(0.16	)
Shares used in GAAP diluted shares calculation		28,342		25,356			23,396			26,849			23,322
Shares used in non-GAAP diluted shares calculation		28,342		23,999			23,396			26,849			23,322

Non-GAAP net income (loss) is a non-GAAP measure and should not be considered a replacement for GAAP results. Non-GAAP net income (loss) is a financial measure the Company uses to evaluate the underlying results and operating performance of the business. The limitation of this measure is that it excludes items that impact the Company's current period net income. This limitation is best addressed by using this measure in combination with net income (loss) (the most directly comparable GAAP financial measure). These measures are not in accordance with GAAP and may differ from non-GAAP methods of accounting and reporting used by other companies.
 
We believe these measures enhance investors’ ability to review the company’s business from the same perspective as the Company’s management and facilitate comparisons of this period’s results with prior periods.

-more-

Aehr Test Systems Reports Second Quarter Fiscal 2022 Financial Results
January 6, 2022
Page 7 of 7
AEHR TEST SYSTEMS AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(in thousands, except per share data)
(unaudited)
	November 30,		August 31,		May 31,
	2021		2021		2021
ASSETS
Current assets:
Cash and cash equivalents	$	35,031	$	6,530	$	4,582
Accounts receivable, net		7,391		4,264		5,202
Inventories		13,033		10,146		8,849
Prepaid expenses and other		622		759		551
Total current assets		56,077		21,699		19,184
Property and equipment, net		661		676		677
Operating lease right-of-use assets		1,265		1,437		1,606
Other assets		182		189		198
Total assets	$	58,185	$	24,001	$	21,665
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	3,386	$	2,753	$	2,893
Accrued expenses		2,254		1,978		2,163
Operating lease liabilities, short-term		763		750		737
Customer deposits and deferred revenue, short-term		10,142		3,279		189
Line of credit		-		-		1,400
Current portion of long-term debt		-		-		1,679
Total current liabilities		16,545		8,760		9,061
Operating lease liabilities, long-term		616		813		1,007
Long-term debt, net of current portion		-		-		-
Deferred revenue, long-term		116		150		99
Other liabilities		46		46		49
Total liabilities		17,323		9,769		10,216
Total shareholders' equity		40,862		14,232		11,449
Total liabilities and shareholders' equity	$	58,185	$	24,001	$	21,665

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Cover	Jan. 06, 2022
Cover [Abstract]
Entity Registrant Name	AEHR TEST SYSTEMS
Entity Central Index Key	0001040470
Document Type	8-K
Amendment Flag	false
Entity Emerging Growth Company	false
Document Period End Date	Jan. 06, 2022
Entity Incorporation State Country Code	CA
Entity File Number	000-22893
Entity Tax Identification Number	94-2424084
Entity Address Address Line 1	400 KATO TERRACE
Entity Address City Or Town	FREMONT
Entity Address State Or Province	CA
Entity Address Postal Zip Code	94539
City Area Code	510
Local Phone Number	623-9400
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock
Trading Symbol	AEHR
Security Exchange Name	NASDAQ