10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended February 28, 2022
OR
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from _________ to __________

Commission file number: 000-22893

AEHR TEST SYSTEMS

 (Exact name of Registrant as specified in its charter)

California	94-2424084
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
400 Kato Terrace, Fremont, CA	94539
(Address of principal executive offices)	(Zip Code)

(510) 623-9400

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

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 of $0.01 per share	AEHR	The NASDAQ Capital Market

Number of shares of the registrant’s common stock, $0.01 par value, outstanding as of March 31, 2022 was 26,922,827.

AEHR TEST SYSTEMS

FORM 10-Q

FOR THE QUARTER ENDED FEBRUARY 28, 2022

INDEX

PART I. FINANCIAL INFORMATION
ITEM 1.	Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets at February 28, 2022 and May 31, 2021	3
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended February 28, 2022 and 2021	4
	Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended February 28, 2022 and 2021	5
	Condensed Consolidated Statements of Shareholders’ Equity for the Three and Nine Months Ended February 28, 2022 and 2021	6
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended February 28, 2022 and 2021	8
	Notes to Condensed Consolidated Financial Statements	9
ITEM 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	24
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risks	30
ITEM 4.	Controls and Procedures	30
PART II. OTHER INFORMATION
ITEM 1.	Legal Proceedings	31
ITEM 1A.	Risk Factors	31
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31
ITEM 3.	Defaults Upon Senior Securities	31
ITEM 4.	Mine Safety Disclosures	31
ITEM 5.	Other Information	31
ITEM 6.	Exhibits	32
SIGNATURES		33

2

PART I.  FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS (Unaudited)

AEHR TEST SYSTEMS

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

(unaudited)

	February 28,			May 31,
	2022			2021
					(1)
ASSETS
Current assets:
Cash and cash equivalents	$	32,020		$	4,582
Accounts receivable, net		8,543			5,202
Inventories		14,152			8,849
Prepaid expenses and other current assets		559			551
Total current assets		55,274			19,184
Property and equipment, net		776			677
Operating lease right-of-use assets		1,091			1,606
Other assets		214			198
Total assets	$	57,355		$	21,665
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable		3,307			2,893
Accrued expenses		2,535			2,163
Operating lease liabilities, short-term		778			737
Customer deposits and deferred revenue, short-term		6,197			189
Line of credit		-			1,400
Current portion of long-term debt		-			1,679
Total current liabilities		12,817			9,061
Operating lease liabilities, long-term		415			1,007
Deferred revenue, long-term		90			99
Other long-term liabilities		45			49
Total liabilities		13,367			10,216
Shareholders' equity:
Common stock, $0.01 par value: Authorized: 75,000 shares; Issued and outstanding: 26,914 shares and 23,725 shares at February 28, 2022 and May 31, 2021, respectively		269			237
Additional paid-in capital		116,507			87,553
Accumulated other comprehensive loss		(131	)		(28	)
Accumulated deficit		(72,657	)		(76,313	)
Total shareholders' equity		43,988			11,449
Total liabilities and shareholders' equity	$	57,355		$	21,665

____________

(1)The condensed consolidated balance sheet at May 31, 2021 has been derived from the audited consolidated financial statements at that date.

The accompanying notes are an integral part of these condensed consolidated financial statements.

3

AEHR TEST SYSTEMS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)

	Three Months Ended						Nine Months Ended
	February 28,						February 28,
	2022			2021			2022			2021
Net sales	$	15,283		$	5,267		$	30,540		$	8,962
Cost of sales		8,886			3,373			17,343			6,464
Gross profit		6,397			1,894			13,197			2,498
Operating expenses:
Selling, general and administrative		2,612			1,643			7,054			4,658
Research and development		1,529			903			4,163			2,623
Total operating expenses		4,141			2,546			11,217			7,281
Income (loss) from operations		2,256			(652	)		1,980			(4,783	)
Interest income (expense), net		1			(10	)		(9	)		(35	)
Net gain from dissolution of Aehr Test Systems Japan		-			-			-			2,186
Gain from forgiveness of PPP loan		-			-			1,698			-
Other income (expense), net		10			(39	)		68			(139	)
Income (loss) before income tax (expense) benefit		2,267			(701	)		3,737			(2,771	)
Income tax (expense) benefit		(24	)		(34	)		(81	)		177
Net income (loss)		2,243			(735	)		3,656			(2,594	)
Net income (loss) per share
Basic	$	0.08		$	(0.03	)	$	0.14		$	(0.11	)
Diluted	$	0.08		$	(0.03	)	$	0.13		$	(0.11	)
Shares used in per share calculations:
Basic		26,871			23,525			25,684			23,390
Diluted		28,854			23,525			27,510			23,390

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

AEHR TEST SYSTEMS

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands, unaudited)

	Three Months Ended						Nine Months Ended
	February 28,						February 28,
	2022			2021			2022			2021
Net income (loss)	$	2,243		$	(735	)	$	3,656		$	(2,594	)
Other comprehensive income (loss), net of tax:
Net change in cumulative translation adjustments		(23	)		39			(103	)		143
Reclassification of cumulative translation adjustment as a result of dissolution of Aehr Test Systems Japan		-			-			-			(2,401	)
Total comprehensive income (loss)		2,220			(696	)		3,553			(4,852	)
Less:  Comprehensive income attributable to noncontrolling interest		-			-			-			21
Comprehensive income (loss), attributable to Aehr Test Systems	$	2,220		$	(696	)	$	3,553		$	(4,873	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

AEHR TEST SYSTEMS

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(in thousands)

(unaudited)

							Accumulated
					Additional		Other						Total
	Common Stock				Paid-in		Comprehensive			Accumulated			Shareholders'
Three Months Ended February 28, 2022	Shares		Amount		Capital		Loss			Deficit			Equity
Balances, November 30, 2021		26,835	$	268	$	115,602	$	(108	)	$	(74,900	)	$	40,862
Issuance of common stock under employee plans		79		1		25		-			-			26
Stock-based compensation		-		-		880		-			-			880
Net income		-		-		-		-			2,243			2,243
Foreign currency translation adjustment		-		-		-		(23	)		-			(23	)
Balances, February 28, 2022		26,914	$	269	$	116,507	$	(131	)	$	(72,657	)	$	43,988

							Accumulated
					Additional		Other						Total
	Common Stock				Paid-in		Comprehensive			Accumulated			Shareholders'
Nine Months Ended February 28, 2022	Shares		Amount		Capital		Loss			Deficit			Equity
Balances, May 31, 2021		23,725	$	237	$	87,553	$	(28	)	$	(76,313	)	$	11,449
Issuance of common stock under employee plans		1,492		15		2,755		-			-			2,770
Proceeds from public offerings, net of issuance costs		1,697		17		24,013		-			-			24,030
Stock-based compensation		-		-		2,186		-			-			2,186
Net income		-		-		-		-			3,656			3,656
Foreign currency translation adjustment		-		-		-		(103	)		-			(103	)
Balances, February 28, 2022		26,914	$	269	$	116,507	$	(131	)	$	(72,657	)	$	43,988

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														Total Aehr
								Accumulated						Test
					Additional			Other						Systems					Total
	Common Stock					Paid-in		Comprehensive			Accumulated			Shareholders’			Noncontrolling		Shareholders'
Three Months Ended February 28, 2021	Shares		Amount			Capital		(Loss) Income			Deficit			Equity			Interest		Equity
Balances, November 30, 2020		23,487	$	235		$	86,786	$	(62	)	$	(76,167	)	$	10,792		$	-	$	10,792
Issuance of common stock under employee plans		111		1			117		-			-			118			-		118
Stock-based compensation		-		-			271		-			-			271			-		271
Net loss		-		-			-		-			(735	)		(735	)		-		(735	)
Foreign currency translation adjustment		-		-			-		17			22			39			-		39
Balances, February 28, 2021		23,598	$	236		$	87,174	$	(45	)	$	(76,880	)	$	10,485		$	-	$	10,485

													Total Aehr
							Accumulated						Test
					Additional		Other						Systems						Total
	Common Stock				Paid-in		Comprehensive			Accumulated			Shareholders’			Noncontrolling			Shareholders'
Nine Months Ended February 28, 2021	Shares		Amount		Capital		Income (Loss)			Deficit			Equity			Interest			Equity
Balances, May 31, 2020		23,107	$	231	$	85,898	$	2,234		$	(74,286	)	$	14,077		$	(21	)	$	14,056
Issuance of common stock under employee plans		491		5		478		-			-			483			-			483
Stock-based compensation		-		-		798		-			-			798			-			798
Net loss		-		-		-		-			(2,594	)		(2,594	)		-			(2,594	)
Foreign currency translation adjustment		-		-		-		144			-			144			(1	)		143
Reclassification of cumulative translation adjustment as a result of dissolution of Aehr Test Systems Japan		-		-		-		(2,423	)		-			(2,423	)		22			(2,401	)
Balances, February 28, 2021		23,598	$	236	$	87,174	$	(45	)	$	(76,880	)	$	10,485		$	-		$	10,485

The accompanying notes are an integral part of these condensed consolidated financial statements.

7

AEHR TEST SYSTEMS

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

	Nine Months Ended
		February 28,
		2022			2021
Cash flows from operating activities:
Net income (loss)		$	3,656		$	(2,594	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Stock-based compensation expense			2,186			798
Depreciation and amortization			226			239
Net gain from dissolution of Aehr Test Systems Japan			-			(2,186	)
Income tax benefit related to dissolution of Aehr Test Systems Japan			-			(215	)
Gain from forgiveness of PPP loan			(1,698	)		-
Changes in operating assets and liabilities:
Accounts receivable			(3,454	)		1,063
Inventories			(5,449	)		(349	)
Prepaid expenses and other assets			(28	)		(45	)
Accounts payable			444			78
Accrued expenses			375			179
Customer deposits and deferred revenue			5,999			475
Other long-term liabilities			-			43
Income taxes payable			18			3
Net cash provided by (used in) operating activities			2,275			(2,511	)
Cash flows from investing activities:
Purchases of property and equipment			(218	)		(205	)
Net cash used in investing activities			(218	)		(205	)
Cash flows from financing activities:
Line of credit (repayments) borrowings, net			(1,400	)		1,400
Proceeds from issuance of common stock under employee plans, net of taxes paid related to share settlement of equity awards			2,770			483
Proceeds from issuance of common stock from public offering, net of issuance costs			24,030			-
Net cash provided by financing activities			25,400			1,883
Effect of exchange rates on cash, cash equivalents and restricted cash			(19	)		138
Net increase (decrease) in cash, cash equivalent and restricted cash			27,438			(695	)
Cash, cash equivalents and restricted cash, beginning of period(1)			4,662			5,513
Cash, cash equivalents and restricted cash, end of period(1)		$	32,100		$	4,818

(1) Includes restricted cash in other assets.

The accompanying notes are an integral part of these condensed consolidated financial statements.

8

AEHR TEST SYSTEMS

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCCOUNTING POLICIES

The accompanying financial information has been prepared by Aehr Test Systems, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) have been condensed or omitted pursuant to such rules and regulations.

In the opinion of management, the unaudited condensed consolidated financial statements for the interim periods presented have been prepared on a basis consistent with the May 31, 2021 audited consolidated financial statements and reflect all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the condensed consolidated financial position and results of operations as of and for such periods indicated. These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 2021. Results for the interim periods presented herein are not necessarily indicative of results which may be reported for any other interim period or for the entire fiscal year.

The Company (as defined below) has been impacted by the outbreak of the novel coronavirus, known as COVID-19, which has spread throughout the world. Due to the impact of the COVID-19 pandemic on customers and customers’ customers, the Company experienced a drop in customer orders and revenues during the fiscal year ended May 31, 2021 and in the last quarter of fiscal year ended May 31, 2020. In response, the Company implemented cost reduction initiatives to mitigate operating losses, including mandatory vacation days, shutdown days, and executive staff pay reductions. The Company eliminated all cost reduction initiatives in the last quarter of the fiscal year ended May 31, 2021.

The Company will continue to monitor the situation. As of the date of this report, the Company cannot predict with certainty the potential effects the COVID-19 pandemic may have on the Company’s business and its operating results. While the overall environment remains uncertain, the Company continues to invest in priority areas with the objective of driving profitable growth over the long term.

PRINCIPLES OF CONSOLIDATION. The condensed consolidated financial statements include the accounts of Aehr Test Systems and its subsidiaries (collectively, the "Company"). On November 18, 2020, the Company established a wholly owned new subsidiary, Aehr Test Systems Philippines, which is in full operation as of March 31, 2021. All significant intercompany balances have been eliminated in consolidation. The liquidation of Aehr Test Systems Japan K.K. (“ATS-Japan”), the Company’s majority owned subsidiary, was completed on July 31, 2020 and the noncontrolling interest was eliminated. See Note 16.

ACCOUNTING ESTIMATES. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates are used to account for sales and revenue allowances, the allowance for doubtful accounts, inventory valuations, income taxes, stock-based compensation expenses, and product warranties, among others. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances. Actual results could differ materially from those estimates.

9

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES. The Company’s significant accounting policies are disclosed in the Company’s Annual Report on Form 10-K for the year ended May 31, 2021. There have been no significant changes in the Company’s significant accounting policies during the three and nine months ended February 28, 2022.

2. RECENT ACCOUNTING PRONOUNCEMENTS

Accounting Standards Adopted

Income Taxes

On December 18, 2019, the FASB issued Accounting Standards Update ASU 2019-12 on Simplifying the Accounting for Income Taxes. The board decided to remove the exception to the incremental approach for intra-period tax allocation when there is a loss from continuing operations and income or gain from other items (for example discontinued operations or other comprehensive income). There are also provisions related to state taxes and calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. The new guidance is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2020. The Company has adopted ASU 2019-12 in the quarter ended August 31, 2021 with no material impact.

Accounting Standards Not Yet Adopted

Financial Instruments

In June 2016, the FASB issued an accounting standard update (“ASU”) that requires measurement and recognition of expected credit losses for financial assets held based on historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. Due to a subsequent ASU in November 2019, the accounting standard will be effective for the Company beginning in the first quarter of fiscal 2024 on a modified retrospective basis, and early adoption in fiscal 2021 is permitted. The Company does not expect a material impact of this accounting standard on its consolidated financial statements.

3. REVENUE

Revenue recognition

The Company recognizes revenue when promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services by following a five-step process: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price, and (5) recognize revenue when or as the Company satisfies a performance obligation, as further described below.

Performance obligations include sales of systems, contactors, spare parts, and services, as well as installation and training services included in customer contracts.

A contract’s transaction price is allocated to each distinct performance obligation. In determining the transaction price, the Company evaluates whether the price is subject to refund or adjustment to determine the net consideration to which the Company expects to be entitled. The Company generally does not grant return privileges, except for defective products during the warranty period.

For contracts that contain multiple performance obligations, the Company allocates the transaction price to the performance obligations on a relative standalone selling price basis. Standalone selling prices are based on multiple factors including, but not limited to historical discounting trends for products and services and pricing practices in different geographies.

10

Revenue for systems and spares are recognized at a point in time, which is generally upon shipment or delivery. Revenue from services is recognized over time as services are completed or ratably over the contractual period of generally one year or less.

The Company has elected the practical expedient to not assess whether a contract has a significant financing component as the Company’s standard payment terms are less than one year.

The Company sells its products primarily through a direct sales force. In certain international markets, the Company sells its products through independent distributors. The Company considers revenue to be earned when all of the following criteria are met:

· The Company has a contract with a customer that creates enforceable rights and obligations,

· Promised performance obligations are identified,

· The transaction price, or the amount we expect to receive, is determinable and

· The Company has satisfied the performance obligations to the customer.

Transfer of control is evidenced upon passage of title and risk of loss to the customer unless we are required to provide additional services.

Disaggregation of revenue

The following tables show revenues by major product categories. Within each product category, contract terms, conditions and economic factors affecting the nature, amount, timing and uncertainty around revenue recognition and cash flow are substantially similar.

The Company’s revenues by product category are as follows (in thousands):

	Three Months Ended				Nine Months Ended
	February 28,				February 28,
	2022		2021		2022		2021
Type of good / service:
Systems	$	7,172	$	2,435	$	14,805	$	3,407
Contactors		7,426		1,930		13,468		3,330
Services		685		902		2,267		2,225
	$	15,283	$	5,267	$	30,540	$	8,962
Product lines:
Wafer-level	$	14,879	$	4,993	$	29,130	$	7,804
Test During Burn-In		404		274		1,410		1,158
	$	15,283	$	5,267	$	30,540	$	8,962

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The following presents information about the Company’s operations in different geographic areas.  Net sales are based upon ship-to location (in thousands):

	Three Months Ended				Nine Months Ended
	February 28,				February 28,
	2022		2021		2022		2021
Geographic region:
United States	$	1,057	$	1,113	$	2,458	$	3,124
Asia		14,213		4,122		28,066		5,723
Europe		13		32		16		115
	$	15,283	$	5,267	$	30,540	$	8,962

With the exception of the amount of service contracts and extended warranties, the Company’s product category revenues are recognized at a point in time when control transfers to customers. The following presents revenue based on timing of recognition (in thousands):

	Three Months Ended				Nine Months Ended
	February 28,				February 28,
	2022		2021		2022		2021
Timing of revenue recognition:
Products and services transferred at a point in time	$	14,932	$	4,944	$	29,492	$	7,728
Services transferred over time		351		323		1,048		1,234
	$	15,283	$	5,267	$	30,540	$	8,962

Contract balances

A receivable is recognized in the period the Company delivers goods or provides services or when the Company’s right to consideration is unconditional. The Company usually does not record contract assets because the Company has an unconditional right to payment upon satisfaction of the performance obligation, and therefore, a receivable is more commonly recorded than a contract asset.

Contract liabilities include payments received in advance of performance under a contract and are satisfied as the associated revenue is recognized. Contract liabilities are reported on the Condensed Consolidated Balance Sheets at the end of each reporting period as a component of deferred revenue. Contract liabilities as of February 28, 2022 and May 31, 2021 were $6,287,000 and $288,000, respectively. During the three and nine months ended February 28, 2022, the Company recognized $22,000 and $163,000 respectively, of revenues that were included in contract liabilities as of May 31, 2021.

Remaining performance obligations

On February 28, 2022, the Company had $225,000 of remaining performance obligations, which were comprised of deferred service contracts and extended warranty contracts not yet delivered. The Company expects to recognize approximately 14% of its remaining performance obligations as revenue in fiscal 2022, and an additional 86% in fiscal 2023 and thereafter. The foregoing excludes the value of other remaining performance obligations as they have original durations of one year or less, and also excludes information about variable consideration allocated entirely to a wholly unsatisfied performance obligation.

Costs to obtain or fulfill a contract

The Company generally expenses sales commissions when incurred as a component of selling, general and administrative expense as the amortization period is typically less than one year. Additionally, the majority of the Company’s cost of fulfillment as a manufacturer of products is classified as inventory and fixed assets, which are accounted for under the respective guidance for those asset types. Other costs of contract fulfillment are immaterial due to the nature of the Company’s products and their respective manufacturing process.

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4. EARNINGS PER SHARE

Basic earnings per share is determined using the weighted average number of common shares outstanding during the period. Diluted earnings per share is determined using the weighted average number of common shares and potential common shares (representing the dilutive effect of stock options, restricted stock units (“RSUs”), and Amended and Restated 2006 Employee Stock Purchase Plan (“ESPP”) shares) outstanding during the period using the treasury stock method.

The following table presents the computation of basic and diluted net income (loss) per share attributable to Aehr Test Systems common shareholders (in thousands, except per share data):

	Three Months Ended					Nine Months Ended
	February 28,					February 28,
	2022		2021			2022		2021
Numerator: Net income (loss)	$	2,243	$	(735	)	$	3,656	$	(2,594	)
Denominator for basic net income (loss) per share:
Weighted average shares outstanding		26,871		23,525			25,684		23,390
Shares used in basic net income (loss) per share calculation		26,871		23,525			25,684		23,390
Effect of dilutive securities		1,983		--			1,826		--
Denominator for diluted net income (loss) per share		28,854		23,525			27,510		23,390
Basic net income (loss) per share	$	0.08	$	(0.03	)	$	0.14	$	(0.11	)
Diluted net income (loss) per share	$	0.08	$	(0.03	)	$	0.13	$	(0.11	)

For the purpose of computing diluted earnings per share, weighted average potential common shares do not include stock options with an exercise price greater than the average fair value of the Company’s common stock for the period, as the effect would be anti-dilutive. In the three and nine months ended February 28, 2022, stock options to purchase 11,000 shares of common stock were outstanding, but were not included in the computation of diluted net income per share, because the inclusion of such shares would be anti-dilutive. In the three and nine months ended February 28, 2021, potential common shares have not been included in the calculation of diluted net loss per share as the effect would be anti-dilutive. As such, the numerator and the denominator used in computing both basic and diluted net loss per share for these periods are the same. Stock options to purchase 2,804,000 shares of common stock, RSUs for 143,000 shares and ESPP rights to purchase 139,000 ESPP shares were outstanding as of February 28, 2021, but were not included in the computation of diluted net loss per share, because the inclusion of such shares would be anti-dilutive.

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5. FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company’s financial instruments are measured at fair value consistent with authoritative guidance. This authoritative guidance defines fair value, establishes a framework for using fair value to measure assets and liabilities, and disclosures required related to fair value measurements.

The guidance establishes a fair value hierarchy based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources while unobservable inputs reflect a reporting entity’s pricing based upon their own market assumptions. The fair value hierarchy consists of the following three levels:

Level 1 - instrument valuations are obtained from real-time quotes for transactions in active exchange markets involving identical assets.

Level 2 - instrument valuations are obtained from readily-available pricing sources for comparable instruments.

Level 3 - instrument valuations are obtained without observable market values and require a high level of judgment to determine the fair value.

The following table summarizes the Company’s financial assets measured at fair value on a recurring basis as of February 28, 2022 (in thousands):

	Balance as of
	February 28, 2022		Level 1		Level 2		Level 3
Money market funds	$	30,584	$	30,584	$	-	$	-
Assets	$	30,584	$	30,584	$	-	$	-

The following table summarizes the Company’s financial assets measured at fair value on a recurring basis as of May 31, 2021 (in thousands):

	Balance as of May 31, 2021		Level 1		Level 2		Level 3
Money market funds	$	580	$	580	$	-	$	-
Assets	$	580	$	580	$	-	$	-

Included in money market funds as of February 28, 2022 and May 31, 2021 is $80,000 restricted cash representing a security deposit for the Company’s United States manufacturing and office space lease which is included in other assets in the consolidated balance sheets.

There were no financial liabilities measured at fair value as of February 28, 2022 and May 31, 2021.

The carrying amounts of financial instruments including cash, cash equivalents, receivables, accounts payable and certain other accrued liabilities, approximate fair value due to their short maturities.

6. ACCOUNTS RECEIVABLE, NET

Accounts receivable represent customer trade receivables. As of February 28, 2022 and May 31, 2021, there were no allowances for doubtful accounts. Accounts receivable are derived from the sale of products throughout the world to semiconductor manufacturers, semiconductor contract assemblers, electronics manufacturers and burn-in and test service companies. The Company’s allowance for doubtful accounts is based upon historical experience and review of trade receivables by aging category to identify specific customers with known disputes or collection issues. Uncollectible receivables are recorded as bad debt expense when all efforts to collect have been exhausted and recoveries are recognized when they are received.

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7. INVENTORIES

Inventories are comprised of the following (in thousands):

	February 28,		May 31,
	2022		2021
Raw materials and sub-assemblies	$	9,286	$	5,859
Work in process		4,866		2,988
Finished goods		-		2
	$	14,152	$	8,849

For the three and nine months ended February 28, 2022, the Company wrote down $1,026,000 and $1,046,000 of inventory, respectively. For the three and nine months ended February 28, 2021, the Company wrote down $104,000 and $117,000 of inventory, respectively.

8. PRODUCT WARRANTIES

The Company provides for the estimated cost of product warranties at the time revenues are recognized on the products shipped. While the Company engages in extensive product quality programs and processes, including actively monitoring and evaluating the quality of its component suppliers, the Company’s warranty obligation is affected by product failure rates, material usage and service delivery costs incurred in correcting a product failure. Should actual product failure rates, material usage or service delivery costs differ from the Company’s estimates, revisions to the estimated warranty liability would be required.

The standard warranty period is one year for systems and ninety days for parts and service.

The following is a summary of changes in the Company's liability for product warranties during the three and nine months ended February 28, 2022 and 2021 (in thousands):

	Three Months Ended						Nine Months Ended
	February 28,						February 28,
	2022			2021			2022			2021
Balance at the beginning of the period	$	415		$	244		$	494		$	246
Accruals for warranties issued during the period		37			78			294			270
Adjustments to previously existing warranty accruals		26			259			98			346
Consumption of reserves		(108	)		(81	)		(516	)		(362	)
Balance at the end of the period	$	370		$	500		$	370		$	500

The accrued warranty balance is included in accrued expenses on the accompanying condensed consolidated balance sheets.

9. CUSTOMER DEPOSITS AND DEFERRED REVENUE, SHORT-TERM

Customer deposits and deferred revenue, short-term (in thousands):

	February 28,		May 31,
	2022		2021
Customer deposits	$	6,043	$	27
Deferred revenue		154		162
	$	6,197	$	189

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10. INCOME TAXES

The Company is subject to U.S federal and state and foreign income taxes as a corporation. The Company’s tax provision and the resulting effective tax rate for the interim period is determined based upon its estimated annual effective tax rate adjusted for the effect of discrete items arising in that quarter. The Company recorded a provision for income tax of $24,000 and $81,000 for the three and nine months ended February 28, 2022 which consisted primarily of foreign withholding taxes and foreign income taxes. The Company recorded a tax expense of $34,000 for the three months ended February 28, 2021, and a tax benefit of $177,000 for the nine months ended February 28, 2021, primarily related to the dissolution of its Japan subsidiary. See Note 16.

Income taxes have been provided using the liability method whereby deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and net operating loss and tax credit carryforwards measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse, or the carryforwards are utilized. Valuation allowances are established when it is determined that it is more likely than not that such assets will not be realized.

Since fiscal 2009, a full valuation allowance was established against all deferred tax assets, as management determined that it is more likely than not that certain deferred tax assets will not be realized.

The Company accounts for uncertain tax positions consistent with authoritative guidance. The guidance prescribes a “more likely than not” recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company does not expect any material change in its unrecognized tax benefits over the next twelve months. The Company recognizes interest and penalties related to unrecognized tax benefits as a component of income taxes.

11. LEASES

The Company has only operating leases for real estate including corporate offices, warehouse space and certain equipment. A lease with an initial term of 12 months or less is generally not recorded on the condensed consolidated balance sheet, unless the arrangement includes an option to purchase the underlying asset, or renew the arrangement that the Company is reasonably certain to exercise (short-term leases). The Company recognizes lease expense on a straight-line basis over the lease term for short-term leases that the Company does not record on its balance sheet. The Company’s operating leases have remaining lease terms of 1 year to 4 years.

The Company determines whether an arrangement is or contains a lease based on the unique facts and circumstances present at the inception of the arrangement. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected lease term. The interest rate implicit in lease contracts is typically not readily determinable. As such, the Company utilizes the appropriate incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term at an amount equal to the lease payments in a similar economic environment. Certain adjustments to the right-of-use asset may be required for items such as initial direct costs paid or incentives received.

The weighted-average remaining lease term for the Company’s operating leases was 1.7 years at February 28, 2022 and the weighted-average discount rate was 5.4%.

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The Company’s operating lease cost was $191,000 and $576,000 for the three and nine months ended February 28, 2022, respectively. For the three and nine months ended February 28, 2021, operating lease cost was $193,000 and $568,000, respectively.

The following table presents supplemental cash flow information related to the Company’s operating leases (in thousands):

	Nine Months Ended
	February 28,
	2022		2021
Cash paid for amounts included in the measurement of operating lease liabilities:
Operating cash flows from operating leases	$	612	$	579
Right-of-use assets obtained in exchange for operating lease liabilities		-		-

The following table presents the maturities of the Company’s operating lease liabilities as of February 28, 2022 (in thousands):

Fiscal year	Operating Leases
2022 (remaining three months of 2022)	$	202
2023		829
2024		168
2025		31
2026		19
Total future minimum operating lease payments	$	1,249
Less: imputed interest		(56	)
Present value of operating lease liabilities	$	1,193

12. BORROWING AND FINANCING ARRANGEMENTS

On January 16, 2020, the Company entered into a Loan and Security Agreement (the “Loan Agreement”) with Silicon Valley Bank (“SVB”). Pursuant to the Loan Agreement, the Company may borrow up to (a) the lesser of (i) the revolving line of $4.0 million or (ii) the amount available under the borrowing base minus (b) the outstanding principal balance of any advances, under a revolving line of credit which is collateralized by all the Company’s assets except intellectual property. The borrowing base is 80% of eligible accounts, as determined by SVB from the Company’s most recent borrowing base statement; provided, however, SVB has the right to decrease the foregoing percentage in its good faith business judgment to mitigate the impact of certain events or conditions, which may adversely affect the collateral or its value. Subject to an event of default, the principal amount outstanding under the revolving line of credit will accrue interest at a floating per annum rate equal to the greater of (a) the prime rate plus an additional percentage of up to 1%, which additional percentage depends on the Company’s adjusted quick ratio, and (b) 4.75%. Interest is payable monthly on the last calendar day of each month and the outstanding principal amount, the unpaid interest and all other obligations are due on the maturity date, which is 364 days from the effective date of January 13, 2020.

On January 14, 2021, the Company entered into the First Amendment to Loan and Security Agreement (the “First Amendment”) with Silicon Valley Bank. The First Amendment, among other things, extended the Revolving Line Maturity Date to July 14, 2021; provided, however, that if the Company achieved specified operating metrics on a consolidated basis on or prior to May 31, 2021 the Amended Revolving Line Maturity Date would be extended to January 13, 2022. As of November 30, 2021, the Revolving Line Maturity Date had been extended to January 13, 2022.

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On January 11, 2022, the Company entered into the Second Amendment to the Loan and Security Agreement (the “Second Amendment”) with Silicon Valley Bank. The Second Amendment, among other things, (A) increases the available amount of the line up to the lesser of (i) $10 million or (ii) the available amount under the borrowing base, under a revolving line of credit, (B) allows for borrowing up to $3 million of the available balance based upon eligible customer purchase orders, (C) reduces the interest rate for account advances under the line to the greater of (a) prime rate plus an additional percentage up to 1.0%, which additional percentage depends on the Company’s adjusted quick ratio, and (b) 3.25%, reduces the interest rate for purchase order advances under the line to the greater of (a) prime rate plus an additional percentage up to 1.5%, which additional percentage depends on the Company’s adjusted quick ratio, and (b) 3.75%, and (D) extends the maturity date on the loan to January 13, 2023.

At February 28, 2022, the Company had not drawn against the credit facility and was in compliance with all covenants related to obligations to meet reporting requirements. The balance available to borrow under the line at February 28, 2022 was $2,522,000. There are no financial covenants in the agreement.

13. LONG-TERM DEBT:

On April 23, 2020, the Company obtained the Paycheck Protection Program Loan (the “PPP Loan”) in the aggregate amount of $1,678,789 from SVB. The PPP Loan was evidenced by a promissory note dated April 23, 2020 (the “Note”) that matures on April 23, 2022 and bears interest at a rate of 1% per annum, payable monthly commencing on November 23, 2020. The PPP Loan proceeds were used for payroll, health care benefits, rent and utilities.

Under the terms of the CARES Act, PPP loan recipients can apply for and be granted forgiveness for all or a portion of loans granted under the PPP. On June 12, 2021, the Company received confirmation from SVB that on June 4, 2021, the Small Business Administration approved the Company’s PPP Loan forgiveness application for the entire PPP Loan balance of $1,678,789 and interest totaling $18,933, and the Company recognized a gain on loan forgiveness of $1,697,722.

14. STOCK-BASED COMPENSATION

Stock-based compensation expense consists of expenses for stock options, RSUs including performance-based grants, and ESPP purchase rights. Stock-based compensation expense for stock options and ESPP purchase rights is measured at each grant date, based on the fair value of the award using the Black-Scholes option valuation model, and is recognized as expense over the employee’s requisite service period. This model was developed for use in estimating the value of publicly traded options that have no vesting restrictions and are fully transferable. The Company’s employee stock options have characteristics significantly different from those of publicly traded options. For RSUs, stock-based compensation cost is based on the fair value of the Company’s common stock at the grant date. All of the Company’s stock-based compensation is accounted for as an equity instrument. See Note 11 in the Company’s Annual Report on Form 10-K for fiscal 2021 filed on August 27, 2021 for further information regarding the 2016 Equity Incentive Plan (the “2016 Plan”) and the ESPP.

The following table summarizes the stock-based compensation expense for the three and nine months ended February 28, 2022 and 2021 (in thousands):

	Three Months Ended				Nine Months Ended
	February 28,				February 28,
	2022		2021		2022		2021
Stock-based compensation in the form of employee stock options, RSUs and ESPP purchase rights, included in:
Cost of sales	$	90	$	14	$	248	$	45
Selling, general and administrative		487		194		1,259		593
Research and development		303		63		679		160
Total stock-based compensation	$	880	$	271	$	2,186	$	798

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As of February 28, 2022 and 2021, there were no stock-based compensation expenses capitalized as part of inventory.

During the three months ended February 28, 2022 and 2021, the Company recorded stock-based compensation expense related to stock options and RSUs under the 2016 Plan of $516,000 and $253,000, respectively. During the nine months ended February 28, 2022 and 2021, the Company recorded stock-based compensation expense related to stock options and RSUs of $1,416,000 and $736,000, respectively.

As of February 28, 2022, the total compensation expense related to unvested stock-based awards under the 2016 Plan, but not yet recognized, was approximately $1,915,000. This expense will be amortized on a straight-line basis over a weighted average period of approximately 1.2 years.

During the three months ended February 28, 2022 and 2021, the Company recorded stock-based compensation expense related to the ESPP of $364,000 and $18,000, respectively. During the nine months ended February 28, 2022 and 2021, the Company recorded stock-based compensation expense related to the ESPP of $770,000 and $62,000, respectively.

As of February 28, 2022, the total compensation expense related to purchase rights under the ESPP but not yet recognized was approximately $648,000. This expense will be amortized on a straight-line basis over a weighted average period of approximately 1.0 years.

Valuation Assumptions

Valuation and Amortization Method. The Company estimates the fair value of stock options granted using the Black-Scholes option valuation model and a single option award approach. The fair value under the single option approach is amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period.

Expected Term. The Company’s expected term represents the period that the Company’s stock-based awards are expected to be outstanding and was determined based on historical experience, giving consideration to the contractual terms of the stock-based awards, vesting schedules and expectations of future employee behavior as evidenced by changes to the terms of its stock-based awards.

Volatility. Volatility is a measure of the amounts by which a financial variable such as stock price has fluctuated (historical volatility) or is expected to fluctuate (expected volatility) during a period. The Company uses the historical volatility for five or six years based on weighted average of the expected term of option grants, to estimate expected volatility. Volatility for each of the ESPP’s four time periods of six months, twelve months, eighteen months, and twenty-four months is calculated separately and included in the overall stock-based compensation expense recorded.

Risk-Free Interest Rate. The Company bases the risk-free interest rate used in the Black-Scholes option valuation model on the implied yield in effect at the time of option grant on U.S. Treasury zero-coupon issues with a remaining term equivalent to the expected term of the stock awards including the ESPP.

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Fair Value. The fair values of the Company’s stock options granted to employees for the three and nine months ended February 28, 2022 and 2021, were estimated using the following weighted average assumptions in the Black-Scholes option valuation model:

	Three Months Ended			Nine Months Ended
	February 28,			February 28,
	2022			2022			2021
Expected term (in years)		5			6			6
Volatility		117	%		77	%		72	%
Risk-free interest rate		1.56	%		1.03	%		0.39	%
Weighted average grant date fair value	$	9.43		$	2.56		$	1.09

There were no stock options granted during the three months ended February 28, 2021.

The fair values of the ESPP purchase rights granted for the nine months ended February 28, 2022 and 2021 were estimated using the following assumptions:

	Nine Months Ended		Nine Months Ended
	February 28, 2022		February 28, 2021
Expected term (in years)	0.5-2.0		0.5-2.0
Volatility	101%-143%		74%-82%
Risk-free interest rates	0.05%-0.27%		0.10%-0.14%
Weighted average grant date fair value	$	9.57	$	0.44

There were no ESPP purchase rights granted to employees for the three months ended February 28, 2022 and 2021. During the nine months ended February 28, 2022 and 2021, ESPP purchase rights of 103,000 and 81,000 were granted, respectively. Total ESPP shares issued during the nine months ended February 28, 2022 and 2021 were 75,000 and 72,000 shares, respectively. There were 361,000 and 511,000 ESPP shares available for issuance as of February 28, 2022 and 2021, respectively.

The following tables summarize the Company’s stock option and RSU transactions during the three and nine months ended February 28, 2022 and shows the shares available to be issued at the end of each period (in thousands):

	Available
	Shares
Balance, May 31, 2021		1,137
Options granted		(206	)
RSUs granted		(238	)
Options cancelled and adjusted		(8	)
Balance, August 31, 2021		685
Options reserved		1,414
Options granted		(10	)
RSUs granted		(14	)
RSUs performance-based grants		(270	)
Options cancelled		51
Balance, November 30, 2021		1,856
Options granted		(2	)
RSUs cancelled		10
Options cancelled		41
Balance, February 28, 2022		1,905

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The following table summarizes the stock option transactions during the three and nine months ended February 28, 2022 (in thousands, except per share data):

	Outstanding Options
				Weighted
	Number			Average		Aggregate
	of			Exercise		Intrinsic
	Shares			Price		Value
Balances, May 31, 2021		2,766		$	2.16	$	807
Options granted		206		$	2.93
Options cancelled		(6	)	$	1.95
Options exercised		(641	)	$	2.46
Balances, August 31, 2021		2,325		$	2.14	$	12,365
Options granted		10		$	19.85
Options cancelled		(51	)	$	1.73
Options exercised		(571	)	$	2.14
Balances, November 30, 2021		1,713		$	2.26	$	25,997
Options granted		2		$	11.55
Options cancelled		(41	)	$	1.22
Options exercised		(66	)	$	2.03
Balances, February 28, 2022		1,608		$	2.29	$	18,248
Options fully vested and expected to vest at February 28, 2022		1,582		$	2.30	$	17,952

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The options outstanding and exercisable at February 28, 2022 were in the following exercise price ranges (in thousands, except per share data):

	Options Outstanding at February 28, 2022						Options Exercisable at February 28, 2022
Range of Exercise Prices	Number Outstanding Shares		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price		Number Exercisable Shares		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price		Aggregate Intrinsic Value
$1.22-$1.34		51		5.64	$	1.34		51		5.64	$	1.34
$1.64-$1.86		671		4.27	$	1.71		387		3.89	$	1.69
$2.03-$2.46		547		3.13	$	2.23		447		2.92	$	2.23
$2.63-$2.93		223		5.87	$	2.92		47		4.01	$	2.86
$3.46-$3.93		104		2.42	$	3.84		104		2.42	$	3.84
$9.94-$19.85		12		6.69	$	16.54		1		6.65	$	19.46
$1.22-$19.85		1,608		4.04	$	2.29		1,037		3.42	$	2.19	$	11,831

The total intrinsic value of options exercised during the three and nine months ended February 28, 2022 was $867,000 and $11,902,000, respectively. The total intrinsic value of options exercised during the three and nine months ended February 28, 2021 was $57,000 and $151,000, respectively. The weighted average remaining contractual life of the options exercisable and expected to be exercisable at February 28, 2022 was 4.04 years. The weighted average remaining contractual life of the options exercisable and expected to be exercisable at February 28, 2021 was 3.68 years.

There were no RSUs granted to employees during the three months ended February 28, 2022. During the nine months ended February 28, 2022, RSUs for 169,000 shares, net of 40,000 shares withheld to settle payroll taxes, were granted to employees. The weighted average market value on the date of the grant of these RSUs was $2.98 per share. During the three and nine months ended February 28,2022, 21,000 and 50,000 RSUs became fully vested, respectively. As of February 28, 2022, 475,000 RSUs remain unvested which had an intrinsic value of $6,460,000. During the three months ended February 28, 2021, RSUs for 4,000 shares, net of 4,000 shares withheld to settle payroll taxes, were granted and fully vested to employees. The market value on the date of the grant of these RSUs was $2.25 per share. During the nine months ended February 28, 2021, RSUs for 165,000 shares, net of 4,000 shares withheld to settle payroll taxes, were granted to employees. The weighted average market value on the date of the grant of these RSUs was $1.87 per share. During the three and nine months ended February 28, 2021, 19,000 and 34,000 RSUs became fully vested, respectively. As of February 28, 2021, 143,000 RSUs remain unvested which had an intrinsic value of $400,000.

Early in fiscal 2022, the Board of Directors approved the granting of performance-based RSUs to key officers based upon revenue thresholds for the year ended May 31, 2022. The total maximum amount of RSUs to be vested if all revenue goals are achieved will be approximately 270,000. As of February 28, 2022 none of the revenue goals have been achieved and thus none of the RSUs are vested. The Company expects that by year end all the revenue goals will be achieved. During the three and nine months ended February 28, 2022 the Company recognized approximately $278,000 and $524,000, respectively, in stock-based compensation expense for these performance RSUs.

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There were no RSUs granted to members of the Company’s Board of Directors during the three months ended February 28, 2022. During the nine months ended February 28, 2022, RSUs for 43,000 shares were granted to members of the Company’s Board of Directors. The weighted average market value on the dates of the grant of these RSUs was $8.02 per share. During the nine months ended February 28, 2022, 33,000 RSUs to the members of the Company’s Board of Directors became fully vested. As of February 28, 2022, 10,000 RSUs remain unvested which had an intrinsic value of $136,000. During the three months ended February 28, 2021, RSUs for 34,000 shares were granted to members of the Company’s Board of Directors. The market value on the date of the grant of these RSUs was $2.25 per share. During the nine months ended February 28, 2021, RSUs for 126,000 shares were granted to members of the Company’s Board of Directors. The weighted average market value on the date of the grant of these RSUs was $1.73 per share. All of these RSUs were immediately fully vested.

15. SEGMENT INFORMATION

The Company has only one reportable segment. The information for revenue category by type, product line, geography and timing of revenue recognition, is summarized in Note “3. REVENUE.”

Property and equipment information is based on the physical location of the assets. The following table presents property and equipment information for geographic areas (in thousands):

	February 28,		May 31,
	2022		2021
United States	$	739	$	647
Asia		37		30
	$	776	$	677

As of February 28, 2022, the operating lease right-of-use assets of $990,000 and $101,000 are allocated in the United States and Asia, respectively.

There were no revenues through distributors for the three and nine months ended February 28, 2022 and 2021.

Sales to the Company’s five largest customers accounted for approximately 99% and 97% of its net sales in the three and nine months ended February 28, 2022, respectively. One customer accounted for approximately 90% of the Company’s net sales in the three months ended February 28, 2022. One customer accounted for approximately 84% of the Company’s net sales in the nine months ended February 28, 2022. Sales to the Company’s five largest customers accounted for approximately 95% and 82% of its net sales in the three and nine months ended February 28, 2021, respectively. Four customers accounted for approximately 55%, 15%, 11% and 11% of the Company’s net sales in the three months ended February 28, 2021. Four customers accounted for approximately 33%, 15%, 14% and 11% of the Company’s net sales in the nine months ended February 28, 2021. No other customers represented more than 10% of the Company’s net sales in the three and nine months ended February 28, 2022 and 2021.

16. DISSOLUTION OF AEHR TEST SYSTEMS JAPAN

On July 31, 2020, the Company completed the liquidation of ATS-Japan, a majority owned subsidiary. Accordingly, the Company deconsolidated ATS-Japan and recognized an aggregate net gain of $2,401,000 for the period ended August 31, 2020. The net gain was mainly due to cumulative translation adjustment reclassified into earnings of $2,186,000 and the residual income tax effect in connection with the cumulative translation adjustment released into income tax benefits of $215,000.

17. EQUITY

On August 25, 2021, the Board authorized Management to take actions necessary for the execution of a $75 million shelf registration, which S-3 was filed with the SEC on September 3, 2021. A Prospectus Supplement for an "At the Market" ("ATM") sale of $25 million of common stock was subsequently filed on September 17, 2021. On October 8, 2021, the Company fully executed the ATM offering by selling 1,696,729 shares at an average selling price of $14.73. The gross proceeds to the Company were $25.0 million, before commission fees of $0.7 million and offering expenses of $0.3 million.

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of the financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the related notes that appear elsewhere in this report and with our Annual Report on Form 10-K for the fiscal year ended May 31, 2021 and the consolidated financial statements and notes thereto.

In addition to historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements in this report, including those made by our management, other than statements of historical fact, are forward-looking statements. These statements typically may be identified by the use of forward-looking words or phrases such as "believe," "expect," "intend," "anticipate," "should," "planned," "estimated," and "potential," among others and include, but are not limited to, statements concerning our expectations regarding our operations, business, strategies, prospects, revenues, expenses, costs and resources. These forward-looking statements include management’s judgments, estimates and assumptions and are subject to certain risks and uncertainties that could cause our actual results to differ materially from anticipated results or other expectations reflected in forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this report and other factors beyond our control, and in particular, the risks discussed in “Part II, Item 1A. Risk Factors” and those discussed in other documents we file with the SEC. All forward-looking statements included in this document are based on our current expectations, and we undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

Investors and others should note that we announce material financial information to our investors using our investor relations website (https://www.aehr.com/investor-relations/), SEC filings, press releases, public conference calls and webcasts. We use these channels to communicate with our investors and the public about our company, our products and services and other issues. It is possible that the information we post on our investor relations website could be deemed to be material information. Therefore, we encourage investors, the media, and others interested in our company to review the information we post on our investor relations website.

COVID-19 PANDEMIC RESPONSE

The Company has been impacted by the outbreak of the novel coronavirus, known as COVID-19, which has spread throughout the world. Our top priority during the COVID-19 pandemic is protecting the health and safety of our employees and their families, along with our customers and community. We introduced policies and procedures to increase workplace flexibility, such as working remotely where possible to reduce the number of people who are on campus each day. As a global supplier of Critical Infrastructure Sectors, as defined by the Cybersecurity and Infrastructure Security Agency, we have supported and continue to support customers during the pandemic. In the interest of public health, all onsite operations generally use the minimum number of people to safely execute tasks and follow enhanced safety and health protocols including screenings, social distancing and use of personal protective equipment.

Due to the impact of the COVID-19 pandemic on customers and customers’ customers, the Company experienced a drop in customer orders and revenues during the fiscal year ended May 31, 2021 and in the last quarter of fiscal year ended May 31, 2020. In response, the Company implemented cost reduction initiatives to mitigate operating losses, including mandatory vacation days, shutdown days and executive staff pay reductions. The Company eliminated all cost reduction initiatives in the last quarter of the fiscal year ended May 31, 2021.

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The Company will continue to monitor the situation. As of the date of this report, the Company cannot predict with certainty the potential effects the COVID-19 pandemic may have on the Company’s business and its operating results. While the overall environment remains uncertain, the Company continues to invest in priority areas with the objective of driving profitable growth over the long term.

OVERVIEW

We were founded in 1977 to develop and manufacture burn-in and test equipment for the semiconductor industry. Since our inception, we have sold more than 2,500 systems to semiconductor manufacturers, semiconductor contract assemblers and burn-in and test service companies worldwide. Our principal products currently are the FOX-XP, FOX-NP and FOX-CP wafer contact and singulated die/module parallel test and burn-in systems, WaferPak Aligner, WaferPak contactors, DiePak Loader, DiePak carriers and test fixtures.

Our net sales consist primarily of sales of systems, WaferPak Aligners and DiePak Loaders, WaferPak contactors, DiePak carriers, test fixtures, upgrades and spare parts, revenues from service contracts, and engineering development charges. Our selling arrangements may include contractual customer acceptance provisions, which are mostly deemed perfunctory or inconsequential, and installation of the product occurs after shipment and transfer of title.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, assumptions and judgments, including those related to customer programs and incentives, product returns, bad debts, inventories, income taxes, financing operations, warranty obligations, and long-term service contracts. Our estimates are derived from historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Those results form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. For a discussion of the critical accounting policies, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates” in our Annual Report on Form 10-K for the fiscal year ended May 31, 2021.

There have been no material changes to our critical accounting policies and estimates during the three and nine months ended February 28, 2022 compared to those discussed in our Annual Report on Form 10-K for the fiscal year ended May 31, 2021.

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RESULTS OF OPERATIONS

The following table sets forth items in our unaudited condensed consolidated statements of operations as a percentage of net sales for the periods indicated.

	Three Months Ended						Nine Months Ended
	February 28,						February 28,
	2022			2021			2022			2021
Net sales		100.0	%		100.0	%		100.0	%		100.0	%
Cost of sales		58.1			64.0			56.8			72.1
Gross profit		41.9			36.0			43.2			27.9
Operating expenses:
Selling, general and administrative		17.1			31.2			23.1			52.0
Research and development		10.0			17.2			13.6			29.3
Total operating expenses		27.1			48.4			36.7			81.3
Income (loss) from operations		14.8			(12.4	)		6.5			(53.4	)
Interest income (expense), net		--			(0.2	)		(0.1	)		(0.4	)
Net gain from dissolution of Aehr Test Systems Japan		--			--			--			24.4
Gain from forgiveness of PPP loan		--			--			5.6			--
Other income (expense), net		--			(0.7	)		0.2			(1.5	)
Income (loss) before income tax (expense) benefit		14.8			(13.3	)		12.2			(30.9	)
Income tax (expense) benefit		(0.1	)		(0.7	)		(0.2	)		2.0
Net income (loss)		14.7	%		(14.0	)%		12.0	%		(28.9	)%

THREE MONTHS ENDED FEBRUARY 28, 2022 COMPARED TO THREE MONTHS ENDED FEBRUARY 28, 2021

  NET SALES. Net sales increased to $15.3 million for the three months ended February 28, 2022 from $5.3 million for the three months ended February 28, 2021, an increase of 190.2%. The increase in net sales for the three months ended February 28, 2022 was primarily due to the increases in net sales of both our wafer-level products and Test During Burn-in (TDBI) products. Net sales of our wafer-level products for the three months ended February 28, 2022 were $14.9 million, and increased approximately $9.9 million from the three months ended February 28, 2021 due to stronger demand from the market. Net sales of our TDBI products for the three months ended February 28, 2022 were $404,000, and increased $130,000 from the three months ended February 28, 2021.

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GROSS PROFIT. Gross profit increased to $6.4 million for the three months ended February 28, 2022 from $1.9 million for the three months ended February 28, 2021, an increase of 237.8%. Gross profit margin increased to 41.9% for the three months ended February 28, 2022 from 36.0% for the three months ended February 28, 2021. The increase in gross profit margin was primarily the result of manufacturing efficiencies due to an increase in net sales resulting in a 10.5% gross profit margin increase, partially offset by a write-down of $1.0 million inventory related to legacy products resulting in a 4.7% gross margin decrease.

SELLING, GENERAL AND ADMINISTRATIVE. SG&A expenses increased to $2.6 million for the three months ended February 28, 2022 from $1.6 million for the three months ended February 28, 2021, an increase of 59.0%. The increase in SG&A expenses was primarily the result of additional headcount and increased commission expense due to an increase in net sales.

RESEARCH AND DEVELOPMENT. R&D expenses increased to $1.5 million for the three months ended February 28, 2022 from $903,000 for the three months ended February 28, 2021, an increase of 69.3%. The increase in R&D expenses was primarily due to increases in employment related expenses of $463,000, outside services of $102,000, and project expenses of $52,000.

INTEREST INCOME (EXPENSE), NET. Interest income, net for the three months ended February 28, 2022 was $1,000 compared with interest expense, net for the three months ended February 28, 2021 of $10,000. The interest expense for the three months ended February 28, 2021 was from the PPP Loan that we obtained on April 23, 2020.

OTHER INCOME (EXPENSE), NET. Other income, net for the three months ended February 28, 2022 was $10,000 compared with other expense, net for the three months ended February 28, 2021 of $39,000. The changes in other income (expense), net was primarily due to gains or losses realized in connection with the fluctuation in the value of the dollar compared to foreign currencies during the referenced periods.

INCOME TAX (EXPENSE) BENEFIT. Income tax expense was $24,000 and $34,000 for the three months ended February 28, 2022 and 2021, respectively.

NINE MONTHS ENDED FEBRUARY 28, 2022 COMPARED TO NINE MONTHS ENDED FEBRUARY 28, 2021

NET SALES. Net sales increased to $30.5 million for the nine months ended February 28, 2022 from $9.0 million for the nine months ended February 28, 2021, an increase of 240.8%. The increase in net sales for the nine months ended February 28, 2022 was primarily due to the increases in net sales of both our wafer-level products and TDBI products. Net sales of our wafer-level products for the nine months ended February 28, 2022 were $29.1 million, and increased approximately $21.3 million from the nine months ended February 28, 2021 due to stronger demand from the market. Net sales of our TDBI products for the nine months ended February 28, 2022 were $1.4 million, and increased $252,000 from the nine months ended February 28, 2021.

GROSS PROFIT. Gross profit increased to $13.2 million for the nine months ended February 28, 2022 from $2.5 million for the nine months ended February 28, 2021, an increase of 428.3%. Gross profit margin increased to 43.2% for the nine months ended February 28, 2022 from 27.9% for the nine months ended February 28, 2021. The increase in gross profit margin was primarily the result of manufacturing efficiencies due to an increase in net sales resulting in a 14.4% gross profit margin increase, partially offset by a write-down of $1.0 million inventory related to legacy products resulting in a 2.1% gross margin decrease.

SELLING, GENERAL AND ADMINISTRATIVE. SG&A expenses increased to $7.1 million for the nine months ended February 28, 2022 from $4.7 million for the nine months ended February 28, 2021, an increase of 51.4%. The increase in SG&A expenses was primarily the result of additional headcount and increased commission expense due to an increase in net sales.

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RESEARCH AND DEVELOPMENT. R&D expenses increased to $4.2 million for the nine months ended February 28, 2022 from $2.6 million for the nine months ended February 28, 2021, an increase of 58.7%. The increase in R&D expenses was primarily due to increases in employment related expenses of $1.0 million, outside services of $306,000, and project expenses of $177,000.

INTEREST INCOME (EXPENSE), NET. Interest expense, net was $9,000 and $35,000 for the nine months ended February 28, 2022 and 2021, respectively. The interest expense for the nine months ended February 28, 2021 was from the PPP Loan that we obtained on April 23, 2020.

NET GAIN FROM DISSOLUTION OF AEHR TEST SYSTEMS JAPAN. Net gain from dissolution of Aehr Test Systems Japan was $2.2 million for the nine months ended February 28, 2021, due to the release of the cumulative translation adjustment in connection with the complete liquidation of Aehr Test Systems Japan subsidiary in July 2020.

GAIN FROM FORGIVENESS OF PPP LOAN. On June 12, 2021, we received confirmation from the SVB that on June 4, 2021, the Small Business Administration approved our PPP Loan forgiveness application for the entire PPP Loan balance of $1,678,789 and interest totaling $18,933, and we recognized a gain of $1,697,722.

OTHER INCOME (EXPENSE), NET. Other income, net for the nine months ended February 28, 2022 was $68,000 compared with other expense, net for the nine months ended February 28, 2021 of $139,000. The changes in other income (expense), net was primarily due to gains or losses realized in connection with the fluctuation in the value of the dollar compared to foreign currencies during the referenced periods.

INCOME TAX (EXPENSE) BENEFIT. Income tax expense for the nine months ended February 28, 2022 was $81,000 compared with income tax benefit of $177,000 for the nine months ended February 28, 2021. During the nine months ended February 28, 2021, the currency translation adjustment balance was released and the residual income tax effect of $215,000 was recorded pursuant to the inter-period allocation rules in connection with the complete liquidation of Aehr Test Systems Japan subsidiary in July 2020.

LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by operating activities was $2.3 million for the nine months ended February 28, 2022, compared with net cash used by operating activities of $2.5 million for the nine months ended February 28, 2021. For the nine months ended February 28, 2022, net cash provided by operating activities was primarily the result of net income of $3.7 million, as adjusted to exclude the effect of forgiveness of PPP loan of $1.7 million, and a non-cash charge of stock-based compensation expense of $2.2 million and depreciation and amortization of $226,000. Other changes in cash from operations primarily resulted from an increase in customer deposits and deferred revenue of $6.0 million, partially offset by increases in inventories of $5.4 million and accounts receivable of $3.5 million. The increase in customer deposits and deferred revenue was primarily due to the receipt of additional down payments from certain customers. The increase in inventory was to support expected future shipments for customer orders. The increase in accounts receivable was primarily due to the timing of revenue generated toward the end of the fiscal quarter. For the nine months ended February 28, 2021, net cash used in operating activities was primarily the result of net loss of $2.6 million, as adjusted to exclude the effect of net gain from dissolution of Aehr Test Systems Japan of $2.4 million, including an income tax benefit of $215,000, a non-cash charge of stock-based compensation expense of $798,000 and depreciation and amortization of $239,000. Net cash used in operations was also impacted by a decrease in accounts receivable of $1.1 million. The decrease in accounts receivable was primarily due to a decrease in sales for the nine months ended February 28, 2021 compared to the same period in the prior fiscal year.

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Net cash used in investing activities was $218,000 and $205,000 for the nine months ended February 28, 2022 and 2021, respectively, was due to purchases of property and equipment.

Financing activities provided cash of $25.4 million and $1.9 million for the nine months ended February 28, 2022 and 2021, respectively. Net cash provided by financing activities during the nine months ended February 28, 2022 was primarily due to the net proceeds from issuance of common stock from public offering of $24.0 million, and the proceeds from the issuance of common stock under employee benefit plans of $2.8 million, partially offset by the net payment of the line of credit of $1.4 million. Net cash provided by financing activities during the nine months ended February 28, 2021 was due to $1.4 million borrowing from our line of credit and $483,000 in proceeds from the issuance of common stock under employee plans.

The effect of fluctuation in exchange rates decreased cash by $19,000 for the nine months ended February 28, 2022 and increased cash by $138,000 for the nine months ended February 28, 2021. The changes were due to the fluctuation in the value of the dollar compared to foreign currencies.

As of February 28, 2022 and May 31, 2021, we had working capital of $42.5 million and $10.1 million, respectively.

We lease our manufacturing and office space under operating leases. We entered into a non-cancelable operating lease agreement for our United States manufacturing and office facilities, which was renewed in February 2018 and expires in July 2023. As of February 28, 2022 our operating lease liability totals $1,193,000. Under the lease agreement, we are responsible for payments of utilities, taxes and insurance.

From time to time, we evaluate potential acquisitions of businesses, products or technologies that complement our business. If consummated, any such transactions may use a portion of our working capital or require the issuance of equity. We have no present understandings, commitments or agreements with respect to any material acquisitions.

We anticipate that the existing cash balance together with future income from operations, collections of existing accounts receivable, revenue from our existing backlog of products as of this filing date, the sale of inventory on hand, deposits and down payments against significant orders will be adequate to meet our working capital and capital equipment requirement needs over the next 12 months. Our future capital requirements will depend on many factors, including our growth rate, the timing and extent of our spending to support research and development activities, the timing and cost of establishing additional sales and marketing capabilities, the timing and cost to introduce new and enhanced products and the timing and cost to implement new manufacturing technologies. While we successfully raised $25 million in the ATM public offering in October 2021 as a portion of a $75 million shelf registration, in the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. Any additional debt financing obtained by us in the future could also involve restrictive covenants relating to our capital-raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. Additionally, if we raise additional funds through further issuances of equity, convertible debt securities or other securities convertible into equity, our existing stockholders could suffer significant dilution in their percentage ownership of the Company, and any new equity securities we issue could have rights, preferences and privileges senior to those of holders of our common stock. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to grow or support our business and to respond to business challenges could be significantly limited.

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OFF-BALANCE SHEET ARRANGEMENTS

We have not entered into any off-balance sheet financing arrangements and have not established any special purpose or variable interest entities.

OVERVIEW OF CONTRACTUAL OBLIGATIONS

There have been no material changes in the composition, magnitude or other key characteristics of our contractual obligations or other commitments as disclosed in the Company's Annual Report on Form 10-K for the year ended May 31, 2021.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

We had no holdings of derivative financial or commodity instruments as of February 28, 2022 or May 31, 2021.

We are exposed to financial market risks, including changes in interest rates and foreign currency exchange rates. We do not use any financial instruments for speculative or trading purposes. Fluctuations in interest rates would not have a material effect on our financial position, results of operations or cash flows.

A majority of our revenue and capital spending is transacted in U.S. Dollars. We also enter into transactions in other currencies, primarily Euros, New Taiwan Dollar, and Philippine Peso. Since our subsidiaries’ financial statements are based in their local currency and our condensed consolidated financial statements are based in U.S. Dollars, our subsidiaries and we recognize foreign exchange gains or losses in any period in which the value of the local currency rises or falls in relation to the U.S. Dollar. A 10% decrease in the value of the subsidiaries’ local currency as compared with the U.S. Dollar would not be expected to result in a significant change to our net income or loss. There have been no material changes in our risk exposure since the end of the last fiscal year, nor are any material changes to our risk exposure anticipated.

Item 4. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES. Our management evaluated, with the participation of our Chief Executive Officer and our Chief Financial Officer, the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures are effective to ensure that information we are required to disclose in reports that we file or submit under the Securities and Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to management as appropriate to allow for timely decisions regarding required disclosure.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING. There was no change in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

INHERENT LIMITATIONS OF INTERNAL CONTROLS. Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within us have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving our stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

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PART II - OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

None.

Item 1A. RISK FACTORS

Please refer to the description of the risk factors associated with our business previously disclosed in Part I, Item 1A - "Risk Factors" of our Annual Report on Form 10-K for the year ended May 31, 2021 filed with the Securities and Exchange Commission on August 27, 2021.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

Item 3. DEFAULTS UPON SENIOR SECURITIES

None.

Item 4. MINE SAFETY DISCLOSURES

Not Applicable

Item 5. OTHER INFORMATION

None.

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Item 6. EXHIBITS

Exhibit No.	Description
3.1 (1)	Amended and Restated Bylaws of the Registrant.
4.2 (2)	Amended and Restated 2006 Employee Stock Purchase Plan.
10.1(3)	First Amendment to Loan and Security Agreement, dated as of January 14, 2021, by and between Silicon Valley Bank and Aehr Test Systems.
10.1(4)	Second Amendment to Loan and Security Agreement, dated as of January 11, 2022, by and between Silicon Valley Bank and Aehr Test Systems.
31.1	Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

____________

(1) Incorporated by reference to Exhibit 3.1 previously filed with the Company’s Current Report on Form 8-K filed with the SEC on September 9, 2020 (File No. 000-22893).

(2) Incorporated by reference to Exhibit 4.2 previously filed with the Company’s Form S-8 filed November 14, 2016 (File No. 333-214589), as deemed to be amended by the share increase approved at the 2020 Annual Meeting of Shareholders.

(3) Incorporated by reference to Exhibit 10.1 previously filed with the Company’s Form 8-K filed with the SEC on January 20, 2021 (File No. 000-22893).

(4) Incorporated by reference to Exhibit 10.1 previously filed with the Company’s Form 8-K filed with the SEC on January 13, 2022 (File No. 000-22893).

*This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

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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, thereunto duly authorized.

	Aehr Test Systems (Registrant)
Date: April 13, 2022	By:	/s/ GAYN ERICKSON
		Gayn Erickson
		President and Chief Executive Officer
		(Principal Executive Officer)
Date: April 13, 2022	By:	/s/ KENNETH B. SPINK
		Kenneth B. Spink
		Vice President of Finance and Chief Financial Officer
		(Principal Financial and Accounting Officer)

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EX-31.1

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302(a) OF THE SARBANES-OXLEY ACT

I, Gayn Erickson, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Aehr Test Systems;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 13, 2022	By:	/s/ GAYN ERICKSON
		Gayn Erickson
		President and Chief Executive Officer
		(Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302(a) OF THE SARBANES-OXLEY ACT

I, Kenneth B. Spink, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Aehr Test Systems;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 13, 2022	By:	/s/ KENNETH B. SPINK
		Kenneth B. Spink
		Vice President of Finance and Chief Financial Officer
		(Principal Financial and Accounting Officer)

EX-32.1

EXHIBIT 32

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Gayn Erickson, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge, the Quarterly Report of Aehr Test Systems on Form 10-Q for the period ended February 28, 2022 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents in all material respects the financial condition and results of operations of Aehr Test Systems.

Date: April 13, 2022	By:	/s/ GAYN ERICKSON
		Gayn Erickson
		President and Chief Executive Officer
		(Principal Executive Officer)

I, Kenneth B. Spink, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge, the Quarterly Report of Aehr Test Systems on Form 10-Q for the period ended February 28, 2022 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents in all material respects the financial condition and results of operations of Aehr Test Systems.

Date: April 13, 2022	By:	/s/ KENNETH B. SPINK
		Kenneth B. Spink
		Vice President of Finance and Chief Financial Officer
		(Principal Financial and Accounting Officer)

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Cover - shares	9 Months Ended
	Feb. 28, 2022	Mar. 31, 2022
Cover [Abstract]
Entity Registrant Name	AEHR TEST SYSTEMS
Entity Central Index Key	0001040470
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--05-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Feb. 28, 2022
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2022
Entity Common Stock Shares Outstanding		26,922,827
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	000-22893
Entity Incorporation State Country Code	CA
Entity Tax Identification Number	94-2424084
Entity Interactive Data Current	Yes
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
Security 12b Title	Common Stock par value of $0.01 per share
Trading Symbol	AEHR
Security Exchange Name	NASDAQ

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CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Feb. 28, 2022	May 31, 2021
ASSETS
Inventories	$ 14,152	$ 8,849
Prepaid expenses and other current assets	559	551
Total current assets	55,274	19,184
Property and equipment, net	776	677
Current assets:
Operating lease right-of-use assets	1,091	1,606
Other assets	214	198
Total assets	57,355	21,665
Cash and cash equivalents	32,020	4,582
Current liabilities:
Accounts payable	3,307	2,893
Accrued expenses	2,535	2,163
Operating lease liabilities, short-term	778	737
Customer deposits and deferred revenue, short-term	6,197	189
Line of credit	0	1,400
Current portion of long-term debt	0	1,679
Total current liabilities	12,817	9,061
Operating lease liabilities, long-term	415	1,007
Deferred revenue, long-term	90	99
Other long-term liabilities	45	49
Total liabilities	13,367	10,216
Shareholders' equity:
Common stock, $0.01 par value: Authorized: 75,000 shares; Issued and outstanding: 26,914 shares and 23,725 shares at February 28, 2022 and May 31, 2021, respectively	269	237
Additional paid-in capital	116,507	87,553
Accounts receivable, net	8,543	5,202
Accumulated other comprehensive loss	(131)	(28)
Accumulated deficit	(72,657)	(76,313)
Total shareholders' equity	43,988	11,449
Total liabilities and shareholders' equity	$ 57,355	$ 21,665

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Feb. 28, 2022	May 31, 2021
CONDENSED CONSOLIDATED BALANCE SHEETS
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares outstanding	26,914,000	23,725,000
Common stock, shares authorized	75,000,000	75,000,000
Common stock, shares issued	26,914,000	23,725,000

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Feb. 28, 2022	Feb. 28, 2021	Feb. 28, 2022	Feb. 28, 2021
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
Net sales	$ 15,283	$ 5,267	$ 30,540	$ 8,962
Cost of sales	8,886	3,373	17,343	6,464
Gross profit	6,397	1,894	13,197	2,498
Operating expenses:
Selling, general and administrative	2,612	1,643	7,054	4,658
Research and development	1,529	903	4,163	2,623
Total operating expenses	4,141	2,546	11,217	7,281
Income (loss) from operations	2,256	(652)	1,980	(4,783)
Interest income (expense), net	1	(10)	(9)	(35)
Net gain from dissolution of Aehr Test Systems Japan	0	0	0	2,186
Gain from forgiveness of PPP loan	0	0	1,698	0
Other income (expense), net	10	(39)	68	(139)
Income (loss) before income tax (expense) benefit	2,267	(701)	3,737	(2,771)
Income tax (expense) benefit	(24)	(34)	(81)	177
Net income (loss)	$ 2,243	$ (735)	$ 3,656	$ (2,594)
Net income (loss) per share
Earnings Per Share Basic	$ 0.08	$ (0.03)	$ 0.14	$ (0.11)
EarningsPerShareDiluted	$ 0.08	$ (0.03)	$ 0.13	$ (0.11)
Shares used in per share calculations:
Basic	26,871	23,525	25,684	23,390
Diluted	28,854	23,525	27,510	23,390

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Feb. 28, 2022	Feb. 28, 2021	Feb. 28, 2022	Feb. 28, 2021
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (unaudited)
Net income (loss)	$ 2,243	$ (735)	$ 3,656	$ (2,594)
Net change in cumulative translation adjustments	(23)	39	(103)	143
Reclassification of cumulative translation adjustment as a result of dissolution of Aehr Test Systems Japan	0	0	0	(2,401)
Total comprehensive income (loss)	2,220	(696)	3,553	(4,852)
Less: Comprehensive income attributable to noncontrolling interest	0	0	0	21
Comprehensive income (loss), attributable to Aehr Test Systems	$ 2,220	$ (696)	$ 3,553	$ (4,873)

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CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY (unaudited) - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock	Total Aehr Test Systems Shareholders Equity	Additional Paid-In Capital	Accumulated Other Comprehensive Income (loss)	Accumulated Deficit	Noncontrolling Interest
Balance, shares at May. 31, 2020		23,107	491
Balance, amount at May. 31, 2020	$ 14,056	$ 231	$ 14,077	$ 85,898	$ 2,234	$ (74,286)	$ (21)
Issuance of common stock under employee plans, amount	483	5	483	478	0	0	0
Stock-based compensation	798		798	798			0
Net income (loss)	(2,594)		(2,594)	0	0	(2,594)	0
Foreign currency translation adjustment	143	0	144	0	144	0	(1)
Reclassification of cumulative translation adjustment as a result of dissolution of Aehr Test Systems Japan	(2,401)		(2,423)		(2,423)		22
Balance, amount at Feb. 28, 2021	10,485	$ 236	$ 10,485	87,174	(45)	(76,880)	0
Balance, shares at Feb. 28, 2021		23,598
Balance, shares at Nov. 30, 2020		23,487	111
Balance, amount at Nov. 30, 2020	10,792	$ 235	$ 10,792	86,786	(62)	(76,167)	0
Issuance of common stock under employee plans, amount	118	1	118	117	0	0	0
Stock-based compensation	271	0	271	271	0	0
Net income (loss)	(735)		(735)	0	0	(735)	0
Foreign currency translation adjustment	39	0	39	0	17	22	0
Balance, amount at Feb. 28, 2021	10,485	$ 236	$ 10,485	87,174	(45)	(76,880)	$ 0
Balance, shares at Feb. 28, 2021		23,598
Balance, shares at May. 31, 2021		23,725
Balance, amount at May. 31, 2021	11,449	$ 237		87,553	(28)	(76,313)
Issuance of common stock under employee plans, shares		1,492
Issuance of common stock under employee plans, amount	2,770	$ 15		2,755	0	0
Stock-based compensation	2,186	$ 0		2,186	0	0
Net income (loss)	3,656			0	0	3,656
Foreign currency translation adjustment	(103)			0	(103)	0
Proceeds from public offerings, net of issuance costs, shares		1,697
Proceeds from public offerings, net of issuance costs, amount	24,030	$ 17		24,013	0	0
Balance, shares at Feb. 28, 2022		26,914
Balance, amount at Feb. 28, 2022	43,988	$ 269		116,507	(131)	(72,657)
Balance, shares at Nov. 30, 2021		26,835
Balance, amount at Nov. 30, 2021	40,862	$ 268		115,602	(108)	(74,900)
Issuance of common stock under employee plans, shares		79
Issuance of common stock under employee plans, amount	26	$ 1		25	0	0
Stock-based compensation	880	0		880	0	0
Net income (loss)	2,243			0	0	2,243
Foreign currency translation adjustment	(23)	$ 0		0	(23)	0
Balance, shares at Feb. 28, 2022		26,914
Balance, amount at Feb. 28, 2022	$ 43,988	$ 269		$ 116,507	$ (131)	$ (72,657)

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) $ in Thousands	9 Months Ended
	Feb. 28, 2022	Feb. 28, 2021
Cash flows from operating activities:
Net income (loss)	$ 3,656	$ (2,594)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Stock-based compensation expense	2,186	798
Depreciation and amortization	226	239
Net gain from dissolution of Aehr Test Systems Japan	0	(2,186)
Income tax benefit related to dissolution of Aehr Test Systems Japan	0	(215)
Gain from forgiveness of PPP loan	(1,698)	0
Changes in operating assets and liabilities:
Accounts receivable	(3,454)	1,063
Inventories	(5,449)	(349)
Prepaid expenses and other assets	(28)	(45)
Accounts payable	444	78
Accrued expenses	375	179
Customer deposits and deferred revenue	5,999	475
Other long-term liabilities	0	43
Income taxes payable	18	3
Net cash provided by (used in) operating activities	2,275	(2,511)
Cash flows from investing activities:
Purchases of property and equipment	(218)	(205)
Net cash used in investing activities	(218)	(205)
Cash flows from financing activities:
Line of credit (repayments) borrowings, net	(1,400)	(1,400)
Proceeds from issuance of common stock under employee plans, net of taxes paid related to share settlement of equity awards	2,770	483
Proceeds from issuance of common stock from public offering, net of issuance costs	24,030	0
Net cash provided by financing activities	25,400	1,883
Effect of exchange rates on cash, cash equivalents and restricted cash	(19)	138
Net increase (decrease) in cash, cash equivalent and restricted cash	27,438	(695)
Cash, cash equivalents and restricted cash, beginning of period	4,662	5,513
Cash, cash equivalents and restricted cash, end of period	$ 32,100	$ 4,818

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BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCCOUNTING POLICIES

9 Months Ended

Feb. 28, 2022

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCCOUNTING POLICIES

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCCOUNTING POLICIES

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCCOUNTING POLICIES

The accompanying financial information has been prepared by Aehr Test Systems, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) have been condensed or omitted pursuant to such rules and regulations.

In the opinion of management, the unaudited condensed consolidated financial statements for the interim periods presented have been prepared on a basis consistent with the May 31, 2021 audited consolidated financial statements and reflect all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the condensed consolidated financial position and results of operations as of and for such periods indicated. These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 2021. Results for the interim periods presented herein are not necessarily indicative of results which may be reported for any other interim period or for the entire fiscal year.

The Company (as defined below) has been impacted by the outbreak of the novel coronavirus, known as COVID-19, which has spread throughout the world. Due to the impact of the COVID-19 pandemic on customers and customers’ customers, the Company experienced a drop in customer orders and revenues during the fiscal year ended May 31, 2021 and in the last quarter of fiscal year ended May 31, 2020. In response, the Company implemented cost reduction initiatives to mitigate operating losses, including mandatory vacation days, shutdown days, and executive staff pay reductions. The Company eliminated all cost reduction initiatives in the last quarter of the fiscal year ended May 31, 2021.

The Company will continue to monitor the situation. As of the date of this report, the Company cannot predict with certainty the potential effects the COVID-19 pandemic may have on the Company’s business and its operating results. While the overall environment remains uncertain, the Company continues to invest in priority areas with the objective of driving profitable growth over the long term.

PRINCIPLES OF CONSOLIDATION. The condensed consolidated financial statements include the accounts of Aehr Test Systems and its subsidiaries (collectively, the "Company"). On November 18, 2020, the Company established a wholly owned new subsidiary, Aehr Test Systems Philippines, which is in full operation as of March 31, 2021. All significant intercompany balances have been eliminated in consolidation. The liquidation of Aehr Test Systems Japan K.K. (“ATS-Japan”), the Company’s majority owned subsidiary, was completed on July 31, 2020 and the noncontrolling interest was eliminated. See Note 16.

ACCOUNTING ESTIMATES. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates are used to account for sales and revenue allowances, the allowance for doubtful accounts, inventory valuations, income taxes, stock-based compensation expenses, and product warranties, among others. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances. Actual results could differ materially from those estimates.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES. The Company’s significant accounting policies are disclosed in the Company’s Annual Report on Form 10-K for the year ended May 31, 2021. There have been no significant changes in the Company’s significant accounting policies during the three and nine months ended February 28, 2022.

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RECENT ACCOUNTING PRONOUNCEMENTS

9 Months Ended

Feb. 28, 2022

RECENT ACCOUNTING PRONOUNCEMENTS

RECENT ACCOUNTING PRONOUNCEMENTS

2. RECENT ACCOUNTING PRONOUNCEMENTS

Accounting Standards Adopted

Income Taxes

On December 18, 2019, the FASB issued Accounting Standards Update ASU 2019-12 on Simplifying the Accounting for Income Taxes. The board decided to remove the exception to the incremental approach for intra-period tax allocation when there is a loss from continuing operations and income or gain from other items (for example discontinued operations or other comprehensive income). There are also provisions related to state taxes and calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. The new guidance is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2020. The Company has adopted ASU 2019-12 in the quarter ended August 31, 2021 with no material impact.

Accounting Standards Not Yet Adopted

Financial Instruments

In June 2016, the FASB issued an accounting standard update (“ASU”) that requires measurement and recognition of expected credit losses for financial assets held based on historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. Due to a subsequent ASU in November 2019, the accounting standard will be effective for the Company beginning in the first quarter of fiscal 2024 on a modified retrospective basis, and early adoption in fiscal 2021 is permitted. The Company does not expect a material impact of this accounting standard on its consolidated financial statements.

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REVENUE

9 Months Ended

Feb. 28, 2022

REVENUE

REVENUE

3. REVENUE

Revenue recognition

The Company recognizes revenue when promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services by following a five-step process: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price, and (5) recognize revenue when or as the Company satisfies a performance obligation, as further described below.

Performance obligations include sales of systems, contactors, spare parts, and services, as well as installation and training services included in customer contracts.

A contract’s transaction price is allocated to each distinct performance obligation. In determining the transaction price, the Company evaluates whether the price is subject to refund or adjustment to determine the net consideration to which the Company expects to be entitled. The Company generally does not grant return privileges, except for defective products during the warranty period.

For contracts that contain multiple performance obligations, the Company allocates the transaction price to the performance obligations on a relative standalone selling price basis. Standalone selling prices are based on multiple factors including, but not limited to historical discounting trends for products and services and pricing practices in different geographies.

Revenue for systems and spares are recognized at a point in time, which is generally upon shipment or delivery. Revenue from services is recognized over time as services are completed or ratably over the contractual period of generally one year or less.

The Company has elected the practical expedient to not assess whether a contract has a significant financing component as the Company’s standard payment terms are less than one year.

The Company sells its products primarily through a direct sales force. In certain international markets, the Company sells its products through independent distributors. The Company considers revenue to be earned when all of the following criteria are met:

· The Company has a contract with a customer that creates enforceable rights and obligations,

· Promised performance obligations are identified,

· The transaction price, or the amount we expect to receive, is determinable and

· The Company has satisfied the performance obligations to the customer.

Transfer of control is evidenced upon passage of title and risk of loss to the customer unless we are required to provide additional services.

Disaggregation of revenue

The following tables show revenues by major product categories. Within each product category, contract terms, conditions and economic factors affecting the nature, amount, timing and uncertainty around revenue recognition and cash flow are substantially similar.

The Company’s revenues by product category are as follows (in thousands):

	Three Months Ended				Nine Months Ended
	February 28,				February 28,
	2022		2021		2022		2021
Type of good / service:
Systems	$	7,172	$	2,435	$	14,805	$	3,407
Contactors		7,426		1,930		13,468		3,330
Services		685		902		2,267		2,225
	$	15,283	$	5,267	$	30,540	$	8,962
Product lines:
Wafer-level	$	14,879	$	4,993	$	29,130	$	7,804
Test During Burn-In		404		274		1,410		1,158
	$	15,283	$	5,267	$	30,540	$	8,962

The following presents information about the Company’s operations in different geographic areas.  Net sales are based upon ship-to location (in thousands):

	Three Months Ended				Nine Months Ended
	February 28,				February 28,
	2022		2021		2022		2021
Geographic region:
United States	$	1,057	$	1,113	$	2,458	$	3,124
Asia		14,213		4,122		28,066		5,723
Europe		13		32		16		115
	$	15,283	$	5,267	$	30,540	$	8,962

With the exception of the amount of service contracts and extended warranties, the Company’s product category revenues are recognized at a point in time when control transfers to customers. The following presents revenue based on timing of recognition (in thousands):

	Three Months Ended				Nine Months Ended
	February 28,				February 28,
	2022		2021		2022		2021
Timing of revenue recognition:
Products and services transferred at a point in time	$	14,932	$	4,944	$	29,492	$	7,728
Services transferred over time		351		323		1,048		1,234
	$	15,283	$	5,267	$	30,540	$	8,962

Contract balances

A receivable is recognized in the period the Company delivers goods or provides services or when the Company’s right to consideration is unconditional. The Company usually does not record contract assets because the Company has an unconditional right to payment upon satisfaction of the performance obligation, and therefore, a receivable is more commonly recorded than a contract asset.

Contract liabilities include payments received in advance of performance under a contract and are satisfied as the associated revenue is recognized. Contract liabilities are reported on the Condensed Consolidated Balance Sheets at the end of each reporting period as a component of deferred revenue. Contract liabilities as of February 28, 2022 and May 31, 2021 were $6,287,000 and $288,000, respectively. During the three and nine months ended February 28, 2022, the Company recognized $22,000 and $163,000 respectively, of revenues that were included in contract liabilities as of May 31, 2021.

Remaining performance obligations

On February 28, 2022, the Company had $225,000 of remaining performance obligations, which were comprised of deferred service contracts and extended warranty contracts not yet delivered. The Company expects to recognize approximately 14% of its remaining performance obligations as revenue in fiscal 2022, and an additional 86% in fiscal 2023 and thereafter. The foregoing excludes the value of other remaining performance obligations as they have original durations of one year or less, and also excludes information about variable consideration allocated entirely to a wholly unsatisfied performance obligation.

Costs to obtain or fulfill a contract

The Company generally expenses sales commissions when incurred as a component of selling, general and administrative expense as the amortization period is typically less than one year. Additionally, the majority of the Company’s cost of fulfillment as a manufacturer of products is classified as inventory and fixed assets, which are accounted for under the respective guidance for those asset types. Other costs of contract fulfillment are immaterial due to the nature of the Company’s products and their respective manufacturing process.

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EARNINGS PER SHARE

9 Months Ended

Feb. 28, 2022

Net income (loss) per share

EARNINGS PER SHARE

4. EARNINGS PER SHARE

Basic earnings per share is determined using the weighted average number of common shares outstanding during the period. Diluted earnings per share is determined using the weighted average number of common shares and potential common shares (representing the dilutive effect of stock options, restricted stock units (“RSUs”), and Amended and Restated 2006 Employee Stock Purchase Plan (“ESPP”) shares) outstanding during the period using the treasury stock method.

The following table presents the computation of basic and diluted net income (loss) per share attributable to Aehr Test Systems common shareholders (in thousands, except per share data):

	Three Months Ended					Nine Months Ended
	February 28,					February 28,
	2022		2021			2022		2021
Numerator: Net income (loss)	$	2,243	$	(735	)	$	3,656	$	(2,594	)
Denominator for basic net income (loss) per share:
Weighted average shares outstanding		26,871		23,525			25,684		23,390
Shares used in basic net income (loss) per share calculation		26,871		23,525			25,684		23,390
Effect of dilutive securities		1,983		--			1,826		--
Denominator for diluted net income (loss) per share		28,854		23,525			27,510		23,390
Basic net income (loss) per share	$	0.08	$	(0.03	)	$	0.14	$	(0.11	)
Diluted net income (loss) per share	$	0.08	$	(0.03	)	$	0.13	$	(0.11	)

For the purpose of computing diluted earnings per share, weighted average potential common shares do not include stock options with an exercise price greater than the average fair value of the Company’s common stock for the period, as the effect would be anti-dilutive. In the three and nine months ended February 28, 2022, stock options to purchase 11,000 shares of common stock were outstanding, but were not included in the computation of diluted net income per share, because the inclusion of such shares would be anti-dilutive. In the three and nine months ended February 28, 2021, potential common shares have not been included in the calculation of diluted net loss per share as the effect would be anti-dilutive. As such, the numerator and the denominator used in computing both basic and diluted net loss per share for these periods are the same. Stock options to purchase 2,804,000 shares of common stock, RSUs for 143,000 shares and ESPP rights to purchase 139,000 ESPP shares were outstanding as of February 28, 2021, but were not included in the computation of diluted net loss per share, because the inclusion of such shares would be anti-dilutive.

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FAIR VALUE OF FINANCIAL INSTRUMENTS

9 Months Ended

Feb. 28, 2022

FAIR VALUE OF FINANCIAL INSTRUMENTS

FAIR VALUE OF FINANCIAL INSTRUMENTS

5. FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company’s financial instruments are measured at fair value consistent with authoritative guidance. This authoritative guidance defines fair value, establishes a framework for using fair value to measure assets and liabilities, and disclosures required related to fair value measurements.

The guidance establishes a fair value hierarchy based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources while unobservable inputs reflect a reporting entity’s pricing based upon their own market assumptions. The fair value hierarchy consists of the following three levels:

Level 1 - instrument valuations are obtained from real-time quotes for transactions in active exchange markets involving identical assets.

Level 2 - instrument valuations are obtained from readily-available pricing sources for comparable instruments.

Level 3 - instrument valuations are obtained without observable market values and require a high level of judgment to determine the fair value.

The following table summarizes the Company’s financial assets measured at fair value on a recurring basis as of February 28, 2022 (in thousands):

	Balance as of
	February 28, 2022		Level 1		Level 2		Level 3
Money market funds	$	30,584	$	30,584	$	-	$	-
Assets	$	30,584	$	30,584	$	-	$	-

The following table summarizes the Company’s financial assets measured at fair value on a recurring basis as of May 31, 2021 (in thousands):

	Balance as of May 31, 2021		Level 1		Level 2		Level 3
Money market funds	$	580	$	580	$	-	$	-
Assets	$	580	$	580	$	-	$	-

Included in money market funds as of February 28, 2022 and May 31, 2021 is $80,000 restricted cash representing a security deposit for the Company’s United States manufacturing and office space lease which is included in other assets in the consolidated balance sheets.

There were no financial liabilities measured at fair value as of February 28, 2022 and May 31, 2021.

The carrying amounts of financial instruments including cash, cash equivalents, receivables, accounts payable and certain other accrued liabilities, approximate fair value due to their short maturities.

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ACCOUNTS RECEIVABLE NET

9 Months Ended

Feb. 28, 2022

ACCOUNTS RECEIVABLE NET

ACCOUNTS RECEIVABLE, NET

6. ACCOUNTS RECEIVABLE, NET

Accounts receivable represent customer trade receivables. As of February 28, 2022 and May 31, 2021, there were no allowances for doubtful accounts. Accounts receivable are derived from the sale of products throughout the world to semiconductor manufacturers, semiconductor contract assemblers, electronics manufacturers and burn-in and test service companies. The Company’s allowance for doubtful accounts is based upon historical experience and review of trade receivables by aging category to identify specific customers with known disputes or collection issues. Uncollectible receivables are recorded as bad debt expense when all efforts to collect have been exhausted and recoveries are recognized when they are received.

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INVENTORIES

9 Months Ended

Feb. 28, 2022

INVENTORIES

INVENTORIES

7. INVENTORIES

Inventories are comprised of the following (in thousands):

	February 28,		May 31,
	2022		2021
Raw materials and sub-assemblies	$	9,286	$	5,859
Work in process		4,866		2,988
Finished goods		-		2
	$	14,152	$	8,849

For the three and nine months ended February 28, 2022, the Company wrote down $1,026,000 and $1,046,000 of inventory, respectively. For the three and nine months ended February 28, 2021, the Company wrote down $104,000 and $117,000 of inventory, respectively.

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PRODUCT WARRANTIES

9 Months Ended

Feb. 28, 2022

PRODUCT WARRANTIES

PRODUCT WARRANTIES

8. PRODUCT WARRANTIES

The Company provides for the estimated cost of product warranties at the time revenues are recognized on the products shipped. While the Company engages in extensive product quality programs and processes, including actively monitoring and evaluating the quality of its component suppliers, the Company’s warranty obligation is affected by product failure rates, material usage and service delivery costs incurred in correcting a product failure. Should actual product failure rates, material usage or service delivery costs differ from the Company’s estimates, revisions to the estimated warranty liability would be required.

The standard warranty period is one year for systems and ninety days for parts and service.

The following is a summary of changes in the Company's liability for product warranties during the three and nine months ended February 28, 2022 and 2021 (in thousands):

	Three Months Ended						Nine Months Ended
	February 28,						February 28,
	2022			2021			2022			2021
Balance at the beginning of the period	$	415		$	244		$	494		$	246
Accruals for warranties issued during the period		37			78			294			270
Adjustments to previously existing warranty accruals		26			259			98			346
Consumption of reserves		(108	)		(81	)		(516	)		(362	)
Balance at the end of the period	$	370		$	500		$	370		$	500

The accrued warranty balance is included in accrued expenses on the accompanying condensed consolidated balance sheets.

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CUSTOMER DEPOSITS AND DEFERRED REVENUE SHORT-TERM

9 Months Ended

Feb. 28, 2022

CUSTOMER DEPOSITS AND DEFERRED REVENUE SHORT-TERM

CUSTOMER DEPOSITS AND DEFERRED REVENUE, SHORT-TERM

9. CUSTOMER DEPOSITS AND DEFERRED REVENUE, SHORT-TERM

Customer deposits and deferred revenue, short-term (in thousands):

	February 28,		May 31,
	2022		2021
Customer deposits	$	6,043	$	27
Deferred revenue		154		162
	$	6,197	$	189

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INCOME TAXES

9 Months Ended

Feb. 28, 2022

INCOME TAXES

INCOME TAXES

10. INCOME TAXES

The Company is subject to U.S federal and state and foreign income taxes as a corporation. The Company’s tax provision and the resulting effective tax rate for the interim period is determined based upon its estimated annual effective tax rate adjusted for the effect of discrete items arising in that quarter. The Company recorded a provision for income tax of $24,000 and $81,000 for the three and nine months ended February 28, 2022 which consisted primarily of foreign withholding taxes and foreign income taxes. The Company recorded a tax expense of $34,000 for the three months ended February 28, 2021, and a tax benefit of $177,000 for the nine months ended February 28, 2021, primarily related to the dissolution of its Japan subsidiary. See Note 16.

Income taxes have been provided using the liability method whereby deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and net operating loss and tax credit carryforwards measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse, or the carryforwards are utilized. Valuation allowances are established when it is determined that it is more likely than not that such assets will not be realized.

Since fiscal 2009, a full valuation allowance was established against all deferred tax assets, as management determined that it is more likely than not that certain deferred tax assets will not be realized.

The Company accounts for uncertain tax positions consistent with authoritative guidance. The guidance prescribes a “more likely than not” recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company does not expect any material change in its unrecognized tax benefits over the next twelve months. The Company recognizes interest and penalties related to unrecognized tax benefits as a component of income taxes.

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LEASES

9 Months Ended

Feb. 28, 2022

LEASES

LEASES

11. LEASES

The Company has only operating leases for real estate including corporate offices, warehouse space and certain equipment. A lease with an initial term of 12 months or less is generally not recorded on the condensed consolidated balance sheet, unless the arrangement includes an option to purchase the underlying asset, or renew the arrangement that the Company is reasonably certain to exercise (short-term leases). The Company recognizes lease expense on a straight-line basis over the lease term for short-term leases that the Company does not record on its balance sheet. The Company’s operating leases have remaining lease terms of 1 year to 4 years.

The Company determines whether an arrangement is or contains a lease based on the unique facts and circumstances present at the inception of the arrangement. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected lease term. The interest rate implicit in lease contracts is typically not readily determinable. As such, the Company utilizes the appropriate incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term at an amount equal to the lease payments in a similar economic environment. Certain adjustments to the right-of-use asset may be required for items such as initial direct costs paid or incentives received.

The weighted-average remaining lease term for the Company’s operating leases was 1.7 years at February 28, 2022 and the weighted-average discount rate was 5.4%.

The Company’s operating lease cost was $191,000 and $576,000 for the three and nine months ended February 28, 2022, respectively. For the three and nine months ended February 28, 2021, operating lease cost was $193,000 and $568,000, respectively.

The following table presents supplemental cash flow information related to the Company’s operating leases (in thousands):

	Nine Months Ended
	February 28,
	2022		2021
Cash paid for amounts included in the measurement of operating lease liabilities:
Operating cash flows from operating leases	$	612	$	579
Right-of-use assets obtained in exchange for operating lease liabilities		-		-

The following table presents the maturities of the Company’s operating lease liabilities as of February 28, 2022 (in thousands):

Fiscal year	Operating Leases
2022 (remaining three months of 2022)	$	202
2023		829
2024		168
2025		31
2026		19
Total future minimum operating lease payments	$	1,249
Less: imputed interest		(56	)
Present value of operating lease liabilities	$	1,193

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BORROWING AND FINANCING ARRANGEMENTS

9 Months Ended

Feb. 28, 2022

BORROWING AND FINANCING ARRANGEMENTS

BORROWING AND FINANCING ARRANGEMENTS:

12. BORROWING AND FINANCING ARRANGEMENTS

On January 16, 2020, the Company entered into a Loan and Security Agreement (the “Loan Agreement”) with Silicon Valley Bank (“SVB”). Pursuant to the Loan Agreement, the Company may borrow up to (a) the lesser of (i) the revolving line of $4.0 million or (ii) the amount available under the borrowing base minus (b) the outstanding principal balance of any advances, under a revolving line of credit which is collateralized by all the Company’s assets except intellectual property. The borrowing base is 80% of eligible accounts, as determined by SVB from the Company’s most recent borrowing base statement; provided, however, SVB has the right to decrease the foregoing percentage in its good faith business judgment to mitigate the impact of certain events or conditions, which may adversely affect the collateral or its value. Subject to an event of default, the principal amount outstanding under the revolving line of credit will accrue interest at a floating per annum rate equal to the greater of (a) the prime rate plus an additional percentage of up to 1%, which additional percentage depends on the Company’s adjusted quick ratio, and (b) 4.75%. Interest is payable monthly on the last calendar day of each month and the outstanding principal amount, the unpaid interest and all other obligations are due on the maturity date, which is 364 days from the effective date of January 13, 2020.

On January 14, 2021, the Company entered into the First Amendment to Loan and Security Agreement (the “First Amendment”) with Silicon Valley Bank. The First Amendment, among other things, extended the Revolving Line Maturity Date to July 14, 2021; provided, however, that if the Company achieved specified operating metrics on a consolidated basis on or prior to May 31, 2021 the Amended Revolving Line Maturity Date would be extended to January 13, 2022. As of November 30, 2021, the Revolving Line Maturity Date had been extended to January 13, 2022.

On January 11, 2022, the Company entered into the Second Amendment to the Loan and Security Agreement (the “Second Amendment”) with Silicon Valley Bank. The Second Amendment, among other things, (A) increases the available amount of the line up to the lesser of (i) $10 million or (ii) the available amount under the borrowing base, under a revolving line of credit, (B) allows for borrowing up to $3 million of the available balance based upon eligible customer purchase orders, (C) reduces the interest rate for account advances under the line to the greater of (a) prime rate plus an additional percentage up to 1.0%, which additional percentage depends on the Company’s adjusted quick ratio, and (b) 3.25%, reduces the interest rate for purchase order advances under the line to the greater of (a) prime rate plus an additional percentage up to 1.5%, which additional percentage depends on the Company’s adjusted quick ratio, and (b) 3.75%, and (D) extends the maturity date on the loan to January 13, 2023.

At February 28, 2022, the Company had not drawn against the credit facility and was in compliance with all covenants related to obligations to meet reporting requirements. The balance available to borrow under the line at February 28, 2022 was $2,522,000. There are no financial covenants in the agreement.

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LONGTERM DEBT

9 Months Ended

Feb. 28, 2022

LONGTERM DEBT

LONG-TERM DEBT

13. LONG-TERM DEBT:

On April 23, 2020, the Company obtained the Paycheck Protection Program Loan (the “PPP Loan”) in the aggregate amount of $1,678,789 from SVB. The PPP Loan was evidenced by a promissory note dated April 23, 2020 (the “Note”) that matures on April 23, 2022 and bears interest at a rate of 1% per annum, payable monthly commencing on November 23, 2020. The PPP Loan proceeds were used for payroll, health care benefits, rent and utilities.

Under the terms of the CARES Act, PPP loan recipients can apply for and be granted forgiveness for all or a portion of loans granted under the PPP. On June 12, 2021, the Company received confirmation from SVB that on June 4, 2021, the Small Business Administration approved the Company’s PPP Loan forgiveness application for the entire PPP Loan balance of $1,678,789 and interest totaling $18,933, and the Company recognized a gain on loan forgiveness of $1,697,722.

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STOCK-BASED COMPENSATION

9 Months Ended

Feb. 28, 2022

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION

14. STOCK-BASED COMPENSATION

Stock-based compensation expense consists of expenses for stock options, RSUs including performance-based grants, and ESPP purchase rights. Stock-based compensation expense for stock options and ESPP purchase rights is measured at each grant date, based on the fair value of the award using the Black-Scholes option valuation model, and is recognized as expense over the employee’s requisite service period. This model was developed for use in estimating the value of publicly traded options that have no vesting restrictions and are fully transferable. The Company’s employee stock options have characteristics significantly different from those of publicly traded options. For RSUs, stock-based compensation cost is based on the fair value of the Company’s common stock at the grant date. All of the Company’s stock-based compensation is accounted for as an equity instrument. See Note 11 in the Company’s Annual Report on Form 10-K for fiscal 2021 filed on August 27, 2021 for further information regarding the 2016 Equity Incentive Plan (the “2016 Plan”) and the ESPP.

The following table summarizes the stock-based compensation expense for the three and nine months ended February 28, 2022 and 2021 (in thousands):

	Three Months Ended				Nine Months Ended
	February 28,				February 28,
	2022		2021		2022		2021
Stock-based compensation in the form of employee stock options, RSUs and ESPP purchase rights, included in:
Cost of sales	$	90	$	14	$	248	$	45
Selling, general and administrative		487		194		1,259		593
Research and development		303		63		679		160
Total stock-based compensation	$	880	$	271	$	2,186	$	798

As of February 28, 2022 and 2021, there were no stock-based compensation expenses capitalized as part of inventory.

During the three months ended February 28, 2022 and 2021, the Company recorded stock-based compensation expense related to stock options and RSUs under the 2016 Plan of $516,000 and $253,000, respectively. During the nine months ended February 28, 2022 and 2021, the Company recorded stock-based compensation expense related to stock options and RSUs of $1,416,000 and $736,000, respectively.

As of February 28, 2022, the total compensation expense related to unvested stock-based awards under the 2016 Plan, but not yet recognized, was approximately $1,915,000. This expense will be amortized on a straight-line basis over a weighted average period of approximately 1.2 years.

During the three months ended February 28, 2022 and 2021, the Company recorded stock-based compensation expense related to the ESPP of $364,000 and $18,000, respectively. During the nine months ended February 28, 2022 and 2021, the Company recorded stock-based compensation expense related to the ESPP of $770,000 and $62,000, respectively.

As of February 28, 2022, the total compensation expense related to purchase rights under the ESPP but not yet recognized was approximately $648,000. This expense will be amortized on a straight-line basis over a weighted average period of approximately 1.0 years.

Valuation Assumptions

Valuation and Amortization Method. The Company estimates the fair value of stock options granted using the Black-Scholes option valuation model and a single option award approach. The fair value under the single option approach is amortized on a straight-line basis over the requisite service periods of the awards, which is generally the vesting period.

Expected Term. The Company’s expected term represents the period that the Company’s stock-based awards are expected to be outstanding and was determined based on historical experience, giving consideration to the contractual terms of the stock-based awards, vesting schedules and expectations of future employee behavior as evidenced by changes to the terms of its stock-based awards.

Volatility. Volatility is a measure of the amounts by which a financial variable such as stock price has fluctuated (historical volatility) or is expected to fluctuate (expected volatility) during a period. The Company uses the historical volatility for five or six years based on weighted average of the expected term of option grants, to estimate expected volatility. Volatility for each of the ESPP’s four time periods of six months, twelve months, eighteen months, and twenty-four months is calculated separately and included in the overall stock-based compensation expense recorded.

Risk-Free Interest Rate. The Company bases the risk-free interest rate used in the Black-Scholes option valuation model on the implied yield in effect at the time of option grant on U.S. Treasury zero-coupon issues with a remaining term equivalent to the expected term of the stock awards including the ESPP.

Fair Value. The fair values of the Company’s stock options granted to employees for the three and nine months ended February 28, 2022 and 2021, were estimated using the following weighted average assumptions in the Black-Scholes option valuation model:

	Three Months Ended			Nine Months Ended
	February 28,			February 28,
	2022			2022			2021
Expected term (in years)		5			6			6
Volatility		117	%		77	%		72	%
Risk-free interest rate		1.56	%		1.03	%		0.39	%
Weighted average grant date fair value	$	9.43		$	2.56		$	1.09

There were no stock options granted during the three months ended February 28, 2021.

The fair values of the ESPP purchase rights granted for the nine months ended February 28, 2022 and 2021 were estimated using the following assumptions:

	Nine Months Ended		Nine Months Ended
	February 28, 2022		February 28, 2021
Expected term (in years)	0.5-2.0		0.5-2.0
Volatility	101%-143%		74%-82%
Risk-free interest rates	0.05%-0.27%		0.10%-0.14%
Weighted average grant date fair value	$	9.57	$	0.44

There were no ESPP purchase rights granted to employees for the three months ended February 28, 2022 and 2021. During the nine months ended February 28, 2022 and 2021, ESPP purchase rights of 103,000 and 81,000 were granted, respectively. Total ESPP shares issued during the nine months ended February 28, 2022 and 2021 were 75,000 and 72,000 shares, respectively. There were 361,000 and 511,000 ESPP shares available for issuance as of February 28, 2022 and 2021, respectively.

The following tables summarize the Company’s stock option and RSU transactions during the three and nine months ended February 28, 2022 and shows the shares available to be issued at the end of each period (in thousands):

	Available
	Shares
Balance, May 31, 2021		1,137
Options granted		(206	)
RSUs granted		(238	)
Options cancelled and adjusted		(8	)
Balance, August 31, 2021		685
Options reserved		1,414
Options granted		(10	)
RSUs granted		(14	)
RSUs performance-based grants		(270	)
Options cancelled		51
Balance, November 30, 2021		1,856
Options granted		(2	)
RSUs cancelled		10
Options cancelled		41
Balance, February 28, 2022		1,905

The following table summarizes the stock option transactions during the three and nine months ended February 28, 2022 (in thousands, except per share data):

	Outstanding Options
				Weighted
	Number			Average		Aggregate
	of			Exercise		Intrinsic
	Shares			Price		Value
Balances, May 31, 2021		2,766		$	2.16	$	807
Options granted		206		$	2.93
Options cancelled		(6	)	$	1.95
Options exercised		(641	)	$	2.46
Balances, August 31, 2021		2,325		$	2.14	$	12,365
Options granted		10		$	19.85
Options cancelled		(51	)	$	1.73
Options exercised		(571	)	$	2.14
Balances, November 30, 2021		1,713		$	2.26	$	25,997
Options granted		2		$	11.55
Options cancelled		(41	)	$	1.22
Options exercised		(66	)	$	2.03
Balances, February 28, 2022		1,608		$	2.29	$	18,248
Options fully vested and expected to vest at February 28, 2022		1,582		$	2.30	$	17,952

The options outstanding and exercisable at February 28, 2022 were in the following exercise price ranges (in thousands, except per share data):

	Options Outstanding at February 28, 2022						Options Exercisable at February 28, 2022
Range of Exercise Prices	Number Outstanding Shares		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price		Number Exercisable Shares		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price		Aggregate Intrinsic Value
$1.22-$1.34		51		5.64	$	1.34		51		5.64	$	1.34
$1.64-$1.86		671		4.27	$	1.71		387		3.89	$	1.69
$2.03-$2.46		547		3.13	$	2.23		447		2.92	$	2.23
$2.63-$2.93		223		5.87	$	2.92		47		4.01	$	2.86
$3.46-$3.93		104		2.42	$	3.84		104		2.42	$	3.84
$9.94-$19.85		12		6.69	$	16.54		1		6.65	$	19.46
$1.22-$19.85		1,608		4.04	$	2.29		1,037		3.42	$	2.19	$	11,831

The total intrinsic value of options exercised during the three and nine months ended February 28, 2022 was $867,000 and $11,902,000, respectively. The total intrinsic value of options exercised during the three and nine months ended February 28, 2021 was $57,000 and $151,000, respectively. The weighted average remaining contractual life of the options exercisable and expected to be exercisable at February 28, 2022 was 4.04 years. The weighted average remaining contractual life of the options exercisable and expected to be exercisable at February 28, 2021 was 3.68 years.

There were no RSUs granted to employees during the three months ended February 28, 2022. During the nine months ended February 28, 2022, RSUs for 169,000 shares, net of 40,000 shares withheld to settle payroll taxes, were granted to employees. The weighted average market value on the date of the grant of these RSUs was $2.98 per share. During the three and nine months ended February 28,2022, 21,000 and 50,000 RSUs became fully vested, respectively. As of February 28, 2022, 475,000 RSUs remain unvested which had an intrinsic value of $6,460,000. During the three months ended February 28, 2021, RSUs for 4,000 shares, net of 4,000 shares withheld to settle payroll taxes, were granted and fully vested to employees. The market value on the date of the grant of these RSUs was $2.25 per share. During the nine months ended February 28, 2021, RSUs for 165,000 shares, net of 4,000 shares withheld to settle payroll taxes, were granted to employees. The weighted average market value on the date of the grant of these RSUs was $1.87 per share. During the three and nine months ended February 28, 2021, 19,000 and 34,000 RSUs became fully vested, respectively. As of February 28, 2021, 143,000 RSUs remain unvested which had an intrinsic value of $400,000.

Early in fiscal 2022, the Board of Directors approved the granting of performance-based RSUs to key officers based upon revenue thresholds for the year ended May 31, 2022. The total maximum amount of RSUs to be vested if all revenue goals are achieved will be approximately 270,000. As of February 28, 2022 none of the revenue goals have been achieved and thus none of the RSUs are vested. The Company expects that by year end all the revenue goals will be achieved. During the three and nine months ended February 28, 2022 the Company recognized approximately $278,000 and $524,000, respectively, in stock-based compensation expense for these performance RSUs.

There were no RSUs granted to members of the Company’s Board of Directors during the three months ended February 28, 2022. During the nine months ended February 28, 2022, RSUs for 43,000 shares were granted to members of the Company’s Board of Directors. The weighted average market value on the dates of the grant of these RSUs was $8.02 per share. During the nine months ended February 28, 2022, 33,000 RSUs to the members of the Company’s Board of Directors became fully vested. As of February 28, 2022, 10,000 RSUs remain unvested which had an intrinsic value of $136,000. During the three months ended February 28, 2021, RSUs for 34,000 shares were granted to members of the Company’s Board of Directors. The market value on the date of the grant of these RSUs was $2.25 per share. During the nine months ended February 28, 2021, RSUs for 126,000 shares were granted to members of the Company’s Board of Directors. The weighted average market value on the date of the grant of these RSUs was $1.73 per share. All of these RSUs were immediately fully vested.

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SEGMENT INFORMATION

9 Months Ended

Feb. 28, 2022

SEGMENT INFORMATION

SEGMENT INFORMATION

15. SEGMENT INFORMATION

The Company has only one reportable segment. The information for revenue category by type, product line, geography and timing of revenue recognition, is summarized in Note “3. REVENUE.”

Property and equipment information is based on the physical location of the assets. The following table presents property and equipment information for geographic areas (in thousands):

	February 28,		May 31,
	2022		2021
United States	$	739	$	647
Asia		37		30
	$	776	$	677

As of February 28, 2022, the operating lease right-of-use assets of $990,000 and $101,000 are allocated in the United States and Asia, respectively.

There were no revenues through distributors for the three and nine months ended February 28, 2022 and 2021.

Sales to the Company’s five largest customers accounted for approximately 99% and 97% of its net sales in the three and nine months ended February 28, 2022, respectively. One customer accounted for approximately 90% of the Company’s net sales in the three months ended February 28, 2022. One customer accounted for approximately 84% of the Company’s net sales in the nine months ended February 28, 2022. Sales to the Company’s five largest customers accounted for approximately 95% and 82% of its net sales in the three and nine months ended February 28, 2021, respectively. Four customers accounted for approximately 55%, 15%, 11% and 11% of the Company’s net sales in the three months ended February 28, 2021. Four customers accounted for approximately 33%, 15%, 14% and 11% of the Company’s net sales in the nine months ended February 28, 2021. No other customers represented more than 10% of the Company’s net sales in the three and nine months ended February 28, 2022 and 2021.

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DISSOLUTION OF AEHR TEST SYSTEMS JAPAN

9 Months Ended

Feb. 28, 2022

DISSOLUTION OF AEHR TEST SYSTEMS JAPAN

DISSOLUTION OF AEHR TEST SYSTEMS JAPAN

16. DISSOLUTION OF AEHR TEST SYSTEMS JAPAN

On July 31, 2020, the Company completed the liquidation of ATS-Japan, a majority owned subsidiary. Accordingly, the Company deconsolidated ATS-Japan and recognized an aggregate net gain of $2,401,000 for the period ended August 31, 2020. The net gain was mainly due to cumulative translation adjustment reclassified into earnings of $2,186,000 and the residual income tax effect in connection with the cumulative translation adjustment released into income tax benefits of $215,000.

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EQUITY

9 Months Ended

Feb. 28, 2022

EQUITY

EQUITY

17. EQUITY

On August 25, 2021, the Board authorized Management to take actions necessary for the execution of a $75 million shelf registration, which S-3 was filed with the SEC on September 3, 2021. A Prospectus Supplement for an "At the Market" ("ATM") sale of $25 million of common stock was subsequently filed on September 17, 2021. On October 8, 2021, the Company fully executed the ATM offering by selling 1,696,729 shares at an average selling price of $14.73. The gross proceeds to the Company were $25.0 million, before commission fees of $0.7 million and offering expenses of $0.3 million.

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BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCCOUNTING POLICIES (Policies)

9 Months Ended

Feb. 28, 2022

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCCOUNTING POLICIES

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCCOUNTING POLICIES

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCCOUNTING POLICIES

The accompanying financial information has been prepared by Aehr Test Systems, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) have been condensed or omitted pursuant to such rules and regulations.

In the opinion of management, the unaudited condensed consolidated financial statements for the interim periods presented have been prepared on a basis consistent with the May 31, 2021 audited consolidated financial statements and reflect all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the condensed consolidated financial position and results of operations as of and for such periods indicated. These unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 2021. Results for the interim periods presented herein are not necessarily indicative of results which may be reported for any other interim period or for the entire fiscal year.

The Company (as defined below) has been impacted by the outbreak of the novel coronavirus, known as COVID-19, which has spread throughout the world. Due to the impact of the COVID-19 pandemic on customers and customers’ customers, the Company experienced a drop in customer orders and revenues during the fiscal year ended May 31, 2021 and in the last quarter of fiscal year ended May 31, 2020. In response, the Company implemented cost reduction initiatives to mitigate operating losses, including mandatory vacation days, shutdown days, and executive staff pay reductions. The Company eliminated all cost reduction initiatives in the last quarter of the fiscal year ended May 31, 2021.

The Company will continue to monitor the situation. As of the date of this report, the Company cannot predict with certainty the potential effects the COVID-19 pandemic may have on the Company’s business and its operating results. While the overall environment remains uncertain, the Company continues to invest in priority areas with the objective of driving profitable growth over the long term.

PRINCIPLES OF CONSOLIDATION

PRINCIPLES OF CONSOLIDATION. The condensed consolidated financial statements include the accounts of Aehr Test Systems and its subsidiaries (collectively, the "Company"). On November 18, 2020, the Company established a wholly owned new subsidiary, Aehr Test Systems Philippines, which is in full operation as of March 31, 2021. All significant intercompany balances have been eliminated in consolidation. The liquidation of Aehr Test Systems Japan K.K. (“ATS-Japan”), the Company’s majority owned subsidiary, was completed on July 31, 2020 and the noncontrolling interest was eliminated. See Note 16.

ACCOUNTING ESTIMATES

ACCOUNTING ESTIMATES. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates are used to account for sales and revenue allowances, the allowance for doubtful accounts, inventory valuations, income taxes, stock-based compensation expenses, and product warranties, among others. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances. Actual results could differ materially from those estimates.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES. The Company’s significant accounting policies are disclosed in the Company’s Annual Report on Form 10-K for the year ended May 31, 2021. There have been no significant changes in the Company’s significant accounting policies during the three and nine months ended February 28, 2022.

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RECENT ACCOUNTING PRONOUNCEMENTS (Policies)

9 Months Ended

Feb. 28, 2022

RECENT ACCOUNTING PRONOUNCEMENTS

RECENT ACCOUNTING PRONOUNCEMENTS

Accounting Standards Adopted

Income Taxes

On December 18, 2019, the FASB issued Accounting Standards Update ASU 2019-12 on Simplifying the Accounting for Income Taxes. The board decided to remove the exception to the incremental approach for intra-period tax allocation when there is a loss from continuing operations and income or gain from other items (for example discontinued operations or other comprehensive income). There are also provisions related to state taxes and calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. The new guidance is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2020. The Company has adopted ASU 2019-12 in the quarter ended August 31, 2021 with no material impact.

Accounting Standards Not Yet Adopted

Financial Instruments

In June 2016, the FASB issued an accounting standard update (“ASU”) that requires measurement and recognition of expected credit losses for financial assets held based on historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. Due to a subsequent ASU in November 2019, the accounting standard will be effective for the Company beginning in the first quarter of fiscal 2024 on a modified retrospective basis, and early adoption in fiscal 2021 is permitted. The Company does not expect a material impact of this accounting standard on its consolidated financial statements.

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REVENUE (Tables)

9 Months Ended

Feb. 28, 2022

REVENUE

Disaggregation of revenue

The Company’s revenues by product category are as follows (in thousands):

	Three Months Ended				Nine Months Ended
	February 28,				February 28,
	2022		2021		2022		2021
Type of good / service:
Systems	$	7,172	$	2,435	$	14,805	$	3,407
Contactors		7,426		1,930		13,468		3,330
Services		685		902		2,267		2,225
	$	15,283	$	5,267	$	30,540	$	8,962
Product lines:
Wafer-level	$	14,879	$	4,993	$	29,130	$	7,804
Test During Burn-In		404		274		1,410		1,158
	$	15,283	$	5,267	$	30,540	$	8,962

The following presents information about the Company’s operations in different geographic areas.  Net sales are based upon ship-to location (in thousands):

	Three Months Ended				Nine Months Ended
	February 28,				February 28,
	2022		2021		2022		2021
Geographic region:
United States	$	1,057	$	1,113	$	2,458	$	3,124
Asia		14,213		4,122		28,066		5,723
Europe		13		32		16		115
	$	15,283	$	5,267	$	30,540	$	8,962

With the exception of the amount of service contracts and extended warranties, the Company’s product category revenues are recognized at a point in time when control transfers to customers. The following presents revenue based on timing of recognition (in thousands):

	Three Months Ended				Nine Months Ended
	February 28,				February 28,
	2022		2021		2022		2021
Timing of revenue recognition:
Products and services transferred at a point in time	$	14,932	$	4,944	$	29,492	$	7,728
Services transferred over time		351		323		1,048		1,234
	$	15,283	$	5,267	$	30,540	$	8,962

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EARNINGS PER SHARE (Tables)

9 Months Ended

Feb. 28, 2022

Net income (loss) per share

Earnings per share

The following table presents the computation of basic and diluted net income (loss) per share attributable to Aehr Test Systems common shareholders (in thousands, except per share data):

	Three Months Ended					Nine Months Ended
	February 28,					February 28,
	2022		2021			2022		2021
Numerator: Net income (loss)	$	2,243	$	(735	)	$	3,656	$	(2,594	)
Denominator for basic net income (loss) per share:
Weighted average shares outstanding		26,871		23,525			25,684		23,390
Shares used in basic net income (loss) per share calculation		26,871		23,525			25,684		23,390
Effect of dilutive securities		1,983		--			1,826		--
Denominator for diluted net income (loss) per share		28,854		23,525			27,510		23,390
Basic net income (loss) per share	$	0.08	$	(0.03	)	$	0.14	$	(0.11	)
Diluted net income (loss) per share	$	0.08	$	(0.03	)	$	0.13	$	(0.11	)

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FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)

9 Months Ended

Feb. 28, 2022

FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair value by hierarchy

The following table summarizes the Company’s financial assets measured at fair value on a recurring basis as of February 28, 2022 (in thousands):

	Balance as of
	February 28, 2022		Level 1		Level 2		Level 3
Money market funds	$	30,584	$	30,584	$	-	$	-
Assets	$	30,584	$	30,584	$	-	$	-

The following table summarizes the Company’s financial assets measured at fair value on a recurring basis as of May 31, 2021 (in thousands):

	Balance as of May 31, 2021		Level 1		Level 2		Level 3
Money market funds	$	580	$	580	$	-	$	-
Assets	$	580	$	580	$	-	$	-

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INVENTORIES (Tables)

9 Months Ended

Feb. 28, 2022

INVENTORIES

Schedule of inventories

Inventories are comprised of the following (in thousands):

	February 28,		May 31,
	2022		2021
Raw materials and sub-assemblies	$	9,286	$	5,859
Work in process		4,866		2,988
Finished goods		-		2
	$	14,152	$	8,849

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PRODUCT WARRANTIES (Tables)

9 Months Ended

Feb. 28, 2022

PRODUCT WARRANTIES

Liability for product warranties

The following is a summary of changes in the Company's liability for product warranties during the three and nine months ended February 28, 2022 and 2021 (in thousands):

	Three Months Ended						Nine Months Ended
	February 28,						February 28,
	2022			2021			2022			2021
Balance at the beginning of the period	$	415		$	244		$	494		$	246
Accruals for warranties issued during the period		37			78			294			270
Adjustments to previously existing warranty accruals		26			259			98			346
Consumption of reserves		(108	)		(81	)		(516	)		(362	)
Balance at the end of the period	$	370		$	500		$	370		$	500

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CUSTOMER DEPOSITS AND DEFERRED REVENUE SHORT-TERM (Tables)

9 Months Ended

Feb. 28, 2022

CUSTOMER DEPOSITS AND DEFERRED REVENUE SHORT-TERM (Tables)

Schedule of Customer deposits and deferred revenue

Customer deposits and deferred revenue, short-term (in thousands):

	February 28,		May 31,
	2022		2021
Customer deposits	$	6,043	$	27
Deferred revenue		154		162
	$	6,197	$	189

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LEASES (Tables)

9 Months Ended

Feb. 28, 2022

LEASES

Supplemental cash flow information related to leases

The following table presents supplemental cash flow information related to the Company’s operating leases (in thousands):

	Nine Months Ended
	February 28,
	2022		2021
Cash paid for amounts included in the measurement of operating lease liabilities:
Operating cash flows from operating leases	$	612	$	579
Right-of-use assets obtained in exchange for operating lease liabilities		-		-

Maturity of operating lease liabilities

The following table presents the maturities of the Company’s operating lease liabilities as of February 28, 2022 (in thousands):

Fiscal year	Operating Leases
2022 (remaining three months of 2022)	$	202
2023		829
2024		168
2025		31
2026		19
Total future minimum operating lease payments	$	1,249
Less: imputed interest		(56	)
Present value of operating lease liabilities	$	1,193

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STOCK-BASED COMPENSATION (Tables)

9 Months Ended

Feb. 28, 2022

STOCK-BASED COMPENSATION

Compensation costs related to the Company's stock-based compensation

The following table summarizes the stock-based compensation expense for the three and nine months ended February 28, 2022 and 2021 (in thousands):

	Three Months Ended				Nine Months Ended
	February 28,				February 28,
	2022		2021		2022		2021
Stock-based compensation in the form of employee stock options, RSUs and ESPP purchase rights, included in:
Cost of sales	$	90	$	14	$	248	$	45
Selling, general and administrative		487		194		1,259		593
Research and development		303		63		679		160
Total stock-based compensation	$	880	$	271	$	2,186	$	798

Fair value assumptions for Option Valuation Model

Fair Value. The fair values of the Company’s stock options granted to employees for the three and nine months ended February 28, 2022 and 2021, were estimated using the following weighted average assumptions in the Black-Scholes option valuation model:

	Three Months Ended			Nine Months Ended
	February 28,			February 28,
	2022			2022			2021
Expected term (in years)		5			6			6
Volatility		117	%		77	%		72	%
Risk-free interest rate		1.56	%		1.03	%		0.39	%
Weighted average grant date fair value	$	9.43		$	2.56		$	1.09

Fair value assumption of the ESPP Purchase Rights

The fair values of the ESPP purchase rights granted for the nine months ended February 28, 2022 and 2021 were estimated using the following assumptions:

	Nine Months Ended		Nine Months Ended
	February 28, 2022		February 28, 2021
Expected term (in years)	0.5-2.0		0.5-2.0
Volatility	101%-143%		74%-82%
Risk-free interest rates	0.05%-0.27%		0.10%-0.14%
Weighted average grant date fair value	$	9.57	$	0.44

Stock option and RSU transactions

The following tables summarize the Company’s stock option and RSU transactions during the three and nine months ended February 28, 2022 and shows the shares available to be issued at the end of each period (in thousands):

	Available
	Shares
Balance, May 31, 2021		1,137
Options granted		(206	)
RSUs granted		(238	)
Options cancelled and adjusted		(8	)
Balance, August 31, 2021		685
Options reserved		1,414
Options granted		(10	)
RSUs granted		(14	)
RSUs performance-based grants		(270	)
Options cancelled		51
Balance, November 30, 2021		1,856
Options granted		(2	)
RSUs cancelled		10
Options cancelled		41
Balance, February 28, 2022		1,905

Stock option transactions

The following table summarizes the stock option transactions during the three and nine months ended February 28, 2022 (in thousands, except per share data):

	Outstanding Options
				Weighted
	Number			Average		Aggregate
	of			Exercise		Intrinsic
	Shares			Price		Value
Balances, May 31, 2021		2,766		$	2.16	$	807
Options granted		206		$	2.93
Options cancelled		(6	)	$	1.95
Options exercised		(641	)	$	2.46
Balances, August 31, 2021		2,325		$	2.14	$	12,365
Options granted		10		$	19.85
Options cancelled		(51	)	$	1.73
Options exercised		(571	)	$	2.14
Balances, November 30, 2021		1,713		$	2.26	$	25,997
Options granted		2		$	11.55
Options cancelled		(41	)	$	1.22
Options exercised		(66	)	$	2.03
Balances, February 28, 2022		1,608		$	2.29	$	18,248
Options fully vested and expected to vest at February 28, 2022		1,582		$	2.30	$	17,952

Options outstanding

The options outstanding and exercisable at February 28, 2022 were in the following exercise price ranges (in thousands, except per share data):

	Options Outstanding at February 28, 2022						Options Exercisable at February 28, 2022
Range of Exercise Prices	Number Outstanding Shares		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price		Number Exercisable Shares		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price		Aggregate Intrinsic Value
$1.22-$1.34		51		5.64	$	1.34		51		5.64	$	1.34
$1.64-$1.86		671		4.27	$	1.71		387		3.89	$	1.69
$2.03-$2.46		547		3.13	$	2.23		447		2.92	$	2.23
$2.63-$2.93		223		5.87	$	2.92		47		4.01	$	2.86
$3.46-$3.93		104		2.42	$	3.84		104		2.42	$	3.84
$9.94-$19.85		12		6.69	$	16.54		1		6.65	$	19.46
$1.22-$19.85		1,608		4.04	$	2.29		1,037		3.42	$	2.19	$	11,831

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SEGMENT INFORMATION (Tables)

9 Months Ended

Feb. 28, 2022

SEGMENT INFORMATION

Property and equipment by geographic region

Property and equipment information is based on the physical location of the assets. The following table presents property and equipment information for geographic areas (in thousands):

	February 28,		May 31,
	2022		2021
United States	$	739	$	647
Asia		37		30
	$	776	$	677

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REVENUE (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Feb. 28, 2022	Feb. 28, 2021	Feb. 28, 2022	Feb. 28, 2021
Net sales	$ 15,283	$ 5,267	$ 30,540	$ 8,962
Systems
Net sales	7,172	2,435	14,805	3,407
Contactors
Net sales	7,426	1,930	13,468	3,330
Services
Net sales	685	902	2,267	2,225
Wafer-Level
Net sales	14,879	4,993	29,130	7,804
Test During Burn-In
Net sales	$ 404	$ 274	$ 1,410	$ 1,158

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REVENUE (Details 1) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Feb. 28, 2022	Feb. 28, 2021	Feb. 28, 2022	Feb. 28, 2021
Net sales	$ 15,283	$ 5,267	$ 30,540	$ 8,962
Asia [Member]
Net sales	14,213	4,122	28,066	5,723
United States
Net sales	1,057	1,113	2,458	3,124
Europe
Net sales	$ 13	$ 32	$ 16	$ 115

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REVENUE (Details 2) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Feb. 28, 2022	Feb. 28, 2021	Feb. 28, 2022	Feb. 28, 2021
Net sales	$ 15,283	$ 5,267	$ 30,540	$ 8,962
Products and Services Transferred at a Point in Time
Net sales	14,932	4,944	29,492	7,728
Services Transferred over Time
Net sales	$ 351	$ 323	$ 1,048	$ 1,234

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REVENUE (Details Narrative) - USD ($)	3 Months Ended	9 Months Ended
	Feb. 28, 2022	Feb. 28, 2022	May 31, 2023	May 31, 2022	May 31, 2021
REVENUE
Remaining performance obligation revenue recognition			86.00%	14.00%
Contract liabilities	$ 6,287,000	$ 6,287,000			$ 288,000
Recognition of contract liabilities	22,000	163,000
Remaining performance obligations	$ 225,000	$ 225,000

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EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Feb. 28, 2022	Feb. 28, 2021	Feb. 28, 2022	Feb. 28, 2021
Net income (loss)	$ 2,243	$ (735)	$ 3,656	$ (2,594)
Denominator for basic net income (loss) per share: Weighted average shares outstanding	26,871,000	23,525,000	25,684,000	23,390,000
Denominator for diluted net income (loss) per share	28,854,000	23,525,000	27,510,000	23,390,000
Basic net income (loss) per share	$ 0.08	$ (0.03)	$ 0.14	$ (0.11)
Diluted net income (loss) per share	$ 0.08	$ (0.03)	$ 0.13	$ (0.11)
Numerator [Member]
Net income (loss)	$ 2,243	$ (735)	$ 3,656	$ (2,594)
Denominator [Member]
Denominator for basic net income (loss) per share: Weighted average shares outstanding	26,871,000	23,525,000	25,684,000	23,390,000
Shares used in basic net income (loss) per share calculation	26,871,000	23,525,000	25,684,000	23,390,000
Effect of dilutive securities	1,983,000	0	1,826,000	0
Denominator for diluted net income (loss) per share	28,854,000	23,525,000	27,510,000	23,390,000
Basic net income (loss) per share	$ 0.08	$ (0.03)	$ 0.14	$ (0.11)
Diluted net income (loss) per share	$ 0.08	$ (0.03)	$ 0.13	$ (0.11)

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EARNINGS PER SHARE (Details Narrative) - shares	3 Months Ended	9 Months Ended
	Feb. 28, 2022	Feb. 28, 2022	Feb. 28, 2021
Espp [Member]
Options not included in the computation of diluted net income (loss) per share			139,000
Stock Option
Options not included in the computation of diluted net income (loss) per share	11,000	11,000	2,804,000
Restricted Stock Units
Options not included in the computation of diluted net income (loss) per share			143,000

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FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - USD ($) $ in Thousands	Feb. 28, 2022	May 31, 2021
Level 1
Investment securities	$ 30,584	$ 580
Level 2
Investment securities	0	0
Level 3
Investment securities	0	0
Money Market Fund
Investment securities	30,584	580
Money Market Fund | Level 1
Investment securities	30,584	580
Money Market Fund | Level 2
Investment securities	0	0
Money Market Fund | Level 3
Investment securities	$ 0	$ 0

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FAIR VALUE OF FINANCIAL INSTRUMENTS (Details Narrative) - USD ($)	Feb. 28, 2022	May 31, 2021
FAIR VALUE OF FINANCIAL INSTRUMENTS
Transfer between Level 1 and Level 2 fair value measurements	$ 0	$ 0
Restricted cash	80,000	80,000
Financial liabilities at fair value	$ 0	$ 0

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ACCOUNTS RECEIVABLE (Details Narrative) - USD ($)	Feb. 28, 2022	May 31, 2021
ACCOUNTS RECEIVABLE NET
Allowance for doubtful accounts	$ 0	$ 0

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INVENTORIES (Details) - USD ($) $ in Thousands	Feb. 28, 2022	May 31, 2021
INVENTORIES (Details)
Finished goods	$ 0	$ 2
Raw materials and sub-assemblies	9,286	5,859
Inventories	14,152	8,849
Work in process	$ 4,866	$ 2,988

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INVENTORIES (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Feb. 28, 2022	Feb. 28, 2021	Feb. 28, 2022	Feb. 28, 2021
INVENTORIES (Details)
Wrote down of inventory	$ 1,026,000	$ 104,000	$ 1,046,000	$ 117,000

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PRODUCT WARRANTIES (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Feb. 28, 2022	Feb. 28, 2021	Feb. 28, 2022	Feb. 28, 2021
PRODUCT WARRANTIES (Details)
Accruals for warranties issued during the period	$ 37	$ 78	$ 294	$ 270
Balance at the beginning of the year	415	244	494	246
Adjustments to previously existing warranty accruals	26	259	98	346
Consumption of reserves	(108)	(81)	(516)	(362)
Balance at the end of the period	$ 370	$ 500	$ 370	$ 500

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PRODUCT WARRANTIES (Details Narrative)	9 Months Ended
	Feb. 28, 2022
PRODUCT WARRANTIES
Standard warranty period	The standard warranty period is one year for systems and ninety days for parts and service

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CUSTOMER DEPOSITS AND DEFERRED REVENUE SHORTTERM (Details) - USD ($) $ in Thousands	Feb. 28, 2022	May 31, 2021
CUSTOMER DEPOSITS AND DEFERRED REVENUE SHORTTERM (Details)
Total	$ 6,197	$ 189
Customer deposits	6,043	27
Deferred revenue	$ 154	$ 162

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INCOME TAXES (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Feb. 28, 2022	Feb. 28, 2021	Feb. 28, 2022	Feb. 28, 2021
INCOME TAXES
Income tax (expense) benefit	$ (24)	$ (34)	$ (81)	$ 177

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LEASES (Details) - USD ($)	9 Months Ended
	Feb. 28, 2022	Feb. 28, 2021
Cash paid for amounts included in measurement of operating lease liabilities:
Operating cash flows for operating leases	$ 612,000	$ 579,000
Right-of-use assets obtained in exchange for operating lease liabilities	$ 0	$ 0

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LEASES (Details 1) $ in Thousands	Feb. 28, 2022 USD ($)
LEASES (Details 1)
Total future minimum operating lease payments	$ 1,249
Less: imputed interest	(56)
Present value of operating lease liabilities	1,193
2022 (remaining three months of 2022)	202
2023	829
2024	168
2025	31
2026	$ 19

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LEASES (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Feb. 28, 2022	Feb. 28, 2021	Feb. 28, 2022	Feb. 28, 2021
Operating lease, weighted-average discount rate	5.40%		5.40%
Operating lease, cost	$ 191,000	$ 193,000	$ 576,000	$ 568,000
Operating lease, weighted-average remaining lease term	1 year 8 months 12 days
Minimum
Operating lease term	1 year
Maximum
Operating lease term	4 years

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BORROWING AND FINANCING ARRANGEMENTS (Details Narrative) - USD ($)	9 Months Ended
	Feb. 28, 2022	Feb. 28, 2021
Borrowing under line of credit	$ 1,400,000	$ 1,400,000
Second Amendment To Loan And Security Agreement
Line of Credit, maximum borrowing	$ 10,000,000
Variable interest rate	prime rate plus an additional percentage up to 1.0%, which additional percentage depends on the Company’s adjusted quick ratio, and (b) 3.25%, reduces the interest rate for purchase order advances under the line to the greater of (a) prime rate plus an additional percentage up to 1.5%, which additional percentage depends on the Company’s adjusted quick ratio, and (b) 3.75%
Revolving line maturity date	Jan. 13, 2023
Second Amendment To Loan And Security Agreement | Customer Purchase Order
Line of Credit, maximum borrowing	$ 3,000,000
Original Loan and Security Agreement
Line of Credit, maximum borrowing	$ 4,000,000.0
Variable interest rate	the prime rate plus an additional percentage of up to 1%, which additional percentage depends on the Company’s adjusted quick ratio, and (b) 4.75%.
Borrowing under line of credit	$ 0
Balance available to borrow under the line of credit	$ 2,522,000
First Amendment to Loan and Security Agreement
Revolving line maturity date	Jan. 13, 2022

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LONGTERM DEBT (Details Narrative) - USD ($)		9 Months Ended
	Jun. 12, 2021	Feb. 28, 2022	Feb. 28, 2021	Apr. 23, 2020
Gain on loan forgiveness		$ 1,698,000	$ 0
Silicon Valley Bank
Gain on loan forgiveness	$ 1,697,722
PPP loan				$ 1,678,789
Interest rate				1.00%
Interest on loan	$ 18,933

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STOCK-BASED COMPENSATION (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Feb. 28, 2022	Feb. 28, 2021	Feb. 28, 2022	Feb. 28, 2021
Total stock-based compensation	$ 880	$ 271	$ 2,186	$ 798
Cost of Sales
Total stock-based compensation	90	14	248	45
Selling, General and Administrative
Total stock-based compensation	487	194	1,259	593
Research and Development
Total stock-based compensation	$ 303	$ 63	$ 679	$ 160

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STOCK-BASED COMPENSATION (Details 1) - $ / shares	3 Months Ended	9 Months Ended
	Feb. 28, 2022	Feb. 28, 2022	Feb. 28, 2021
Stock Option
Expected term (in years)	5 years	6 years	6 years
Volatility	117.00%	77.00%	72.00%
Risk-free interest rates	1.56%	1.03%	0.39%
Weighted-average grant date fair value	$ 9.43	$ 2.56	$ 1.09
Employee Stock Purchase Plan
Weighted-average grant date fair value		$ 9.57	$ 0.44
Maximum | Employee Stock Purchase Plan
Expected term (in years)		2 years	2 years
Volatility		143.00%	82.00%
Risk-free interest rates		0.27%	0.14%
Minimum | Employee Stock Purchase Plan
Expected term (in years)		6 months	6 months
Volatility		101.00%	74.00%
Risk-free interest rates		0.05%	0.10%

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STOCK-BASED COMPENSATION (Details 2) - Stock Option and RSU Transactions [Member] - shares shares in Thousands	3 Months Ended			9 Months Ended
	Feb. 28, 2022	Nov. 30, 2021	Aug. 31, 2021	Feb. 28, 2022
Available shares, beginning	1,856	685	1,137	1,137
Options reserved		1,414
Options granted	(2)	(10)	(206)
RSUs granted		(14)	(238)
RSUs cancelled	10
Options cancelled and adjusted	41	51	(8)
RSUs - performance grants		(270)
Available shares, ending	1,905	1,856	685	1,905

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STOCK-BASED COMPENSATION (Details 3) - Outstanding Options Stock Option Transactions [Member] - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended			9 Months Ended
	Feb. 28, 2022	Nov. 30, 2021	Aug. 31, 2021	Feb. 28, 2022
Options outstanding, beginning (in thousands)	1,713	2,325	2,766	2,766
Options granted (in thousands)	2	10	206
Options cancelled (in thousands)	(41)	(51)	(6)
Options exercised (in thousands)	(66)	(571)	(641)
Options outstanding, ending (in thousands)	1,608	1,713	2,325	1,608
Options fully vested and expected to vest (in thousands)	1,582			1,582
Weighted average exercise price outstanding, beginning	$ 2.26	$ 2.14	$ 2.16	$ 2.16
Weighted average exercise price Options granted	11.55	19.85	2.93
Weighted average exercise price Options cancelled	1.22	1.73	1.95
Weighted average exercise price Options exercised	2.03	2.14	2.46
Weighted average exercise price outstanding, ending	2.29	2.26	$ 2.14	2.29
Weighted average exercise price fully vested and expected to vest	$ 2.30	$ 4.22		$ 2.30
Aggregate intrinsic value, beginning	$ 25,997	$ 12,365	$ 807	$ 807
Aggregate intrinsic value, ending	18,248	$ 25,997	$ 12,365	18,248
Aggregate intrinsic value for options fully vested and expected to vest	$ 17,952			$ 17,952

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STOCK-BASED COMPENSATION (Details 4) $ / shares in Units, shares in Thousands, $ in Thousands	9 Months Ended
	Feb. 28, 2022 USD ($) $ / shares shares
$1.22-$1.34
Options outstanding, ending (in thousands) | shares	51
Weighted average remaining contractual life (Years) options outstanding	5 years 7 months 20 days
Weighted average exercise price outstanding, ending | $ / shares	$ 1.34
Option exercisable shares (in thousands) | shares	51
Weighted average remaining contractual life (Years) options exercisable	5 years 7 months 20 days
Weighted average exercise price for options exercisable | $ / shares	$ 1.34
$1.64-$1.86
Options outstanding, ending (in thousands) | shares	671
Weighted average remaining contractual life (Years) options outstanding	4 years 3 months 7 days
Weighted average exercise price outstanding, ending | $ / shares	$ 1.71
Option exercisable shares (in thousands) | shares	387
Weighted average remaining contractual life (Years) options exercisable	3 years 10 months 20 days
Weighted average exercise price for options exercisable | $ / shares	$ 1.69
$2.03-$2.46
Options outstanding, ending (in thousands) | shares	547
Weighted average remaining contractual life (Years) options outstanding	3 years 1 month 17 days
Weighted average exercise price outstanding, ending | $ / shares	$ 2.23
Option exercisable shares (in thousands) | shares	447
Weighted average remaining contractual life (Years) options exercisable	2 years 11 months 1 day
Weighted average exercise price for options exercisable | $ / shares	$ 2.23
$2.63-$2.93
Options outstanding, ending (in thousands) | shares	223
Weighted average remaining contractual life (Years) options outstanding	5 years 10 months 13 days
Weighted average exercise price outstanding, ending | $ / shares	$ 2.92
Option exercisable shares (in thousands) | shares	47
Weighted average remaining contractual life (Years) options exercisable	4 years 3 days
Weighted average exercise price for options exercisable | $ / shares	$ 2.86
$3.46-$3.93
Options outstanding, ending (in thousands) | shares	104
Weighted average remaining contractual life (Years) options outstanding	2 years 5 months 1 day
Weighted average exercise price outstanding, ending | $ / shares	$ 3.84
Option exercisable shares (in thousands) | shares	104
Weighted average remaining contractual life (Years) options exercisable	2 years 5 months 1 day
Weighted average exercise price for options exercisable | $ / shares	$ 3.84
$9.94-$19.85
Options outstanding, ending (in thousands) | shares	12
Weighted average remaining contractual life (Years) options outstanding	6 years 8 months 8 days
Weighted average exercise price outstanding, ending | $ / shares	$ 16.54
Option exercisable shares (in thousands) | shares	1
Weighted average remaining contractual life (Years) options exercisable	6 years 7 months 24 days
Weighted average exercise price for options exercisable | $ / shares	$ 19.46
$1.22-$19.85
Options outstanding, ending (in thousands) | shares	1,608
Weighted average remaining contractual life (Years) options outstanding	4 years 14 days
Weighted average exercise price outstanding, ending | $ / shares	$ 2.29
Option exercisable shares (in thousands) | shares	1,037
Weighted average remaining contractual life (Years) options exercisable	3 years 5 months 1 day
Weighted average exercise price for options exercisable | $ / shares	$ 2.19
Aggregate intrinsic value for options exercisable | $	$ 11,831

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STOCK-BASED COMPENSATION (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Feb. 28, 2022	Feb. 28, 2021	Feb. 28, 2022	Feb. 28, 2021
Total intrinsic values of options exercised	$ 867,000	$ 57,000	$ 11,902,000	$ 151,000
RSUs granted	0	4,000	169,000	165,000
Shares withheld for taxes and not issued		4,000	40,000	4,000
Market value on the date of the grant		$ 2.25	$ 2.98	$ 1.87
RSUs fully vested	21,000	19,000	50,000	34,000
RSUs unvested	475,000	143,000	475,000	143,000
Intrinsic value of RSUs, nonvested	$ 6,460,000	$ 400,000	$ 6,460,000	$ 400,000
Weighted average contractual life of the options exercisable and expected to be exercisable			4 years 14 days	3 years 8 months 4 days
Employee Stock Purchase Plan
Unrecognized stock-based compensation	648,000		$ 648,000
Weighted average period for recognition of costs			1 year
Stock-based compensation related to the ESPP	$ 364,000	$ 18,000	$ 770,000	$ 62,000
ESPP purchase right granted	0	0	103,000	81,000
ESPP shares issued			75,000	72,000
ESPP Shares available for issuance	361,000	511,000	361,000	511,000
Board Of Directors
RSUs granted	0	34,000	43,000	126,000
Market value on the date of the grant		$ 2.25	$ 8.02	$ 1.73
RSUs fully vested			33,000
RSUs unvested	10,000		10,000
Intrinsic value of RSUs, nonvested	$ 136,000		$ 136,000
RSU - Performance [Member]
RSUs unvested	270,000		270,000
Stock-based compensation expenses	$ 278,000		$ 524,000
Stock Option and RSU
Stock-based compensation expense related to stock options and RSUs	516,000	$ 253,000	1,416,000	$ 736,000
2016 Equity Incentive Plan
Unrecognized stock-based compensation	$ 1,915,000		$ 1,915,000
Weighted average period for recognition of costs			1 year 2 months 12 days

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SEGMENT INFORMATION (Details) - USD ($) $ in Thousands	Feb. 28, 2022	May 31, 2021
Property and equipment, net	$ 776	$ 677
Asia [Member]
Property and equipment, net	37	30
United States [Member]
Property and equipment, net	$ 739	$ 647

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SEGMENT INFORMATION (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Feb. 28, 2022	Feb. 28, 2021	Feb. 28, 2022	Feb. 28, 2021	May 31, 2021
Operating lease right-of-use assets	$ 1,091,000		$ 1,091,000		$ 1,606,000
Asia [Member]
Operating lease right-of-use assets	101,000		101,000
United States [Member]
Operating lease right-of-use assets	$ 990,000		$ 990,000
Customer One [Member]
Customers accounted for 10% or more of total revenues	90.00%		84.00%
Customer A [Member]
Customers accounted for 10% or more of total revenues		55.00%		33.00%
Customers B [Member]
Customers accounted for 10% or more of total revenues		15.00%		15.00%
Customers C [Member]
Customers accounted for 10% or more of total revenues		11.00%		14.00%
Customers D [Member]
Customers accounted for 10% or more of total revenues		11.00%		11.00%
Five Largest Customers [Member]
Customers accounted for 10% or more of total revenues	99.00%	95.00%	97.00%	82.00%

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DISSOLUTION OF AEHR TEST SYSTEMS JAPAN (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Feb. 28, 2022	Feb. 28, 2021	Feb. 28, 2022	Feb. 28, 2021
DISSOLUTION OF AEHR TEST SYSTEMS JAPAN
Deconsolidation net gain	$ 0	$ 0	$ 0	$ 2,401,000
Net gain due to cumulative translation adjustments reclassiefied to earnings				2,186,000
Income tax benefits				$ 215,000

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EQUITY (Details Narrative) $ / shares in Units, $ in Millions	Oct. 08, 2021 USD ($) $ / shares shares
EQUITY
Number of shared sold under ATM offering | shares	1,696,729
Gross proceeds before commission fee and offering expenses	$ 25.0
ATM offering average selling price per share | $ / shares	$ 14.73
Commission fee related to the ATM offering	$ 0.7
Offering expense related to the ATM offering	$ 0.3