UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                    FORM 8-K

                                CURRENT REPORT
                      PURSUANT TO SECTION 13 OR 15(d) OF
                     THE SECURITIES EXCHANGE ACT OF 1934

        Date of Report (date of earliest event reported): September 30, 2014  

                                Aehr Test Systems
             (Exact name of Registrant as specified in its charter)

          California                    000-22893             94-2424084
(State or other jurisdiction of  [Commission File Number]  (I.R.S. Employer
 incorporation or organization)                         Identification Number)

                               400 Kato Terrace
                           Fremont, California 94539
         (Address of principal executive offices, including zip code)

                                 510-623-9400
             (Registrant's telephone number, including area code)

                                     N/A
         (Former name or former address, if changed since last report)

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

[ ] Written communications pursuant to Rule 425 under the Securities Act 
    (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act 
    (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the 
    Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the 
    Exchange Act (17 CFR 240.13e-4(c))




ITEM 2.02.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

            On September 30, 2014, Aehr Test Systems, or the Company, issued 
a press release announcing the Company's financial results for its first 
quarter of fiscal year 2015 ended August 31, 2014.  A copy of the press release 
is attached as Exhibit 99.1 to this Current Report on Form 8-K.

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


ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

        (d)  Exhibits.

             Exhibit No.    Description
             -----------    -----------
             99.1           Press Release of Aehr Test Systems dated 
                            September 30, 2014 entitled "Aehr Test Systems 
                            Reports First Quarter Fiscal 2015 Financial
                            Results."





                                  SIGNATURES

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

                                               Aehr Test Systems
                                                  (Registrant)
Date:  September 30, 2014
                                          By:  /s/ Gary L. Larson 
                                               -------------------------
                                               Gary L. Larson
                                               Vice President of Finance and
                                               Chief Financial Officer



                               EXHIBIT INDEX

Exhibit
Number    Description
-------   ------------

99.1         Press Release of Aehr Test Systems dated September 30, 2014 
             entitled "Aehr Test Systems Reports First Quarter Fiscal
             2015 Financial Results." 


 
 
 
 


EXHIBIT 99.1

                                                          Exhibit 99.1

[LOGO]AEHR TEST SYSTEMS

FOR IMMEDIATE RELEASE

Contacts:

Aehr Test Systems                        MKR Group Inc.
Gary Larson                              Todd Kehrli or Jim Byers          
Chief Financial Officer                  Analyst/Investor Contact
(510) 623-9400 x321                      (323) 468-2300      
                                         aehr@mkr-group.com               

Aehr Test Systems Reports First Quarter Fiscal 2015 Financial Results 


Fremont, CA (September 30, 2014) - Aehr Test Systems (Nasdaq: AEHR), 
a worldwide supplier of semiconductor test and burn-in equipment, today 
announced financial results for its first quarter of fiscal 2015 ended 
August 31, 2014.

Net sales in the first quarter of fiscal 2015 were $3.6 million, compared 
to $3.8 million in the first quarter of fiscal 2014. The Company reported 
a non-GAAP net loss of $710,000, or $0.06 per diluted share, and a GAAP 
net loss of $907,000, or $0.08 per diluted share, in the first quarter 
of fiscal 2015. This compares to a non-GAAP net loss of $23,000, or 
$0.00 per diluted share, and a GAAP net loss of $166,000, or $0.02 per 
diluted share, in the first quarter of fiscal 2014. 

Gayn Erickson, President and CEO of Aehr Test Systems, commented, "As 
we discussed in our last earnings call, the first quarter was soft as 
anticipated, with revenue seasonally down similar to the year ago quarter. 
Our bottom line was impacted by our operating expenses, which were higher 
than a year ago in support of the activities associated with our new 
FOXTM wafer level test systems in development.  Additionally, our gross 
margins were lower than last year as this quarter we did not ship any 
systems with a significant amount of previously written down material. 

"We continue to build momentum for our two key new products under 
development that are focused on wafer level test, cycling, and burn-in," 
Erickson continued.  "These include the FOX-1P, our next generation 
single wafer test system that is a follow-on product to our FOX-1 test 
system, and the FOX-XP, our next generation multiple wafer test and 
burn-in solution that is the follow-on product to our FOX-15 multi-wafer 
test system. We have validated substantial emerging test market 
opportunities for these products that we believe will significantly 
expand our served available market in calendar 2015 and beyond."

Erickson commented, "Aehr Test has already received orders for both 
engineering and production versions of our new FOX-1P system and we 
will formally introduce the FOX-1P system at the International Test 
Conference in Seattle next month.  We see significant new market 
opportunities with this system, including the emerging market created 
by automotive microcontroller suppliers that want to move burn-in and 
stress tests from back-end packaged part test to front-end wafer level 
test.   

"We are very excited about the increased levels of interest in our FOX-XP 
multi-wafer test system, particularly for test, cycling and burn-in 
applications for memory devices," Erickson added. "We are actively 
engaged with multiple customers for production test and cycling/burn-in 
of flash devices. We currently believe that we will receive an 
order/commitment from one or more of these customers within the next 
few months. We are expecting the first shipments and revenue for the 
FOX-XP in the second half of calendar 2015."


Aehr Test Systems Reports First Quarter Fiscal 2015 Financial Results 
September 30, 2014
Page 2 of 5

Erickson concluded, "We anticipate that we could see as many as one 
or two additional soft quarters as we roll out these new FOX products. 
However, we do see our installed base for both our current ABTSTM packaged 
part and FOX wafer level test systems at or near maximum capacity. This 
is a positive sign as increased capacity needs could drive upgrades 
and new system orders and revenue.  We believe having material and systems 
available with short lead times is prudent to be able to meet short-term 
demand from our customers and to allow us to ship systems quickly against 
purchase orders received in the same quarter."

Management Conference Call
Aehr Test Systems will host a conference call and webcast today, Tuesday, 
September 30, 2014 at 5:00 p.m. Eastern (2:00 p.m. PT) to discuss the 
Company's first quarter fiscal 2015 operating results. To access the 
call dial 888-455-2296 (+1 719-325-2144 outside the United States) and 
give the participant pass code 5777388.  In addition, a live and archived 
webcast of the conference call will be available over the Internet at 
www.aehr.com in the Investor Relations section.  A replay of the 
conference call will also be available via telephone by dialing 
888-203-1112 (+1 719-457-0820 outside the United States) and entering 
pass code 5777388#, beginning approximately two hours after conclusion 
of the call through 8:00 p.m. ET on October 7, 2014.

About Aehr Test Systems
Headquartered in Fremont, California, Aehr Test Systems is a worldwide 
provider of test systems for burning-in and testing logic and memory 
integrated circuits and has an installed base of more than 2,500 systems 
worldwide.  Increased quality and reliability needs of the Automotive 
and Mobility integrated circuit markets are driving additional test 
requirements, capacity needs and opportunities for Aehr Test products 
in package and wafer level test.  Aehr Test has developed and introduced 
several innovative products, including the ABTS and FOX families of 
test and burn-in systems and the DiePak(R) carrier.  The ABTS system 
is used in production and qualification testing of packaged parts for 
both lower-power and higher-power logic as well as all common types 
of memory devices.  The FOX system is a full wafer contact test and 
burn-in system used for burn-in and functional test of complex devices, 
such as leading-edge memories, digital signal processors, 
microprocessors, microcontrollers and systems-on-a-chip.  The DiePak 
carrier is a reusable, temporary package that enables IC manufacturers 
to perform cost-effective final test and burn-in of bare die.  For more 
information, please visit the Company's website at www.aehr.com.

Safe Harbor Statement
This press release contains certain forward-looking statements based
on current expectations, forecasts and assumptions that involve risks 
and uncertainties. These statements are based on information available 
to Aehr Test as of the date hereof and actual results could differ 
materially from those stated or implied due to risks and uncertainties. 
Forward-looking statements include statements regarding Aehr Test's 
expectations, beliefs, intentions or strategies regarding the future
including statements regarding future market opportunities and 
conditions, expected customer orders or commitments and future operating 
results. The risks and uncertainties that could cause Aehr Test's results 
to differ materially from those expressed or implied by such 
forward-looking statements include, without limitation, general market 
conditions, customer demand and acceptance of Aehr Test's products and 
Aehr Test's ability to execute on its business strategy. See Aehr Test's 
recent 10-K, 10-Q and other reports from time to time filed with the 
Securities and Exchange Commission for a more detailed description of 
the risks facing Aehr Test's business. Aehr Test disclaims any obligation 
to update information contained in any forward-looking statement to 
reflect events or circumstances occurring after the date of this press 
release.

                       -Financial Tables to Follow-
                                 

Aehr Test Systems Reports First Quarter Fiscal 2015 Financial Results 
September 30, 2014
Page 3 of 5
 

                          AEHR TEST SYSTEMS AND SUBSIDIARIES
                    Condensed Consolidated Statements of Operations
                        (in thousands, except per share data)
                                   (unaudited)



                                                    Three Months Ended               
                                               ----------------------------  
                                                Aug 31,   May 31,   Aug 31,   
                                                 2014      2014      2013            
                                               --------  --------  --------     
                                                                  
Net sales                                      $ 3,558   $ 5,370    $ 3,752   
Cost of sales                                    1,948     2,456      1,808     
                                               --------  --------  --------    
Gross profit                                     1,610     2,914      1,944      
                                               --------  --------  --------    
Operating expenses:
 Selling, general and administrative             1,624     1,685      1,420     
 Research and development                          959     1,016        681       
                                               --------  --------  --------    
  Total operating expenses                       2,583     2,701      2,101    
                                               --------  --------  --------    
  (Loss) income from operations                   (973)      213       (157)  

Interest expense                                   (14)       (5)        (4)        
Other income (expense), net                         31        21        (34)        
                                               --------  --------  --------    
  (Loss) income before income tax 
  benefit                                         (956)      229       (195)   

Income tax benefit                                  49        10         29  
                                               --------  --------  --------    
  Net (loss) income                               (907)      239       (166) 


Less: Net income attributable to the
        Noncontrolling interest                     --        --         --

  Net (loss) income attributable to Aehr Test  --------  --------  --------    
        Systems common shareholders            $  (907)  $   239     $ (166)  
                                               ========  ========  ========    

Net (loss) income per share 
  Basic                                        $ (0.08)  $  0.02    $ (0.02)    
  Diluted                                      $ (0.08)  $  0.02    $ (0.02)   

Shares used in per share calculations:
  Basic                                         11,391    11,088     10,635    
  Diluted                                       11,391    12,255     10,635   


-more- Aehr Test Systems Reports First Quarter Fiscal 2015 Financial Results September 30, 2014 Page 4 of 5 AEHR TEST SYSTEMS AND SUBSIDIARIES Reconciliation of GAAP and Non-GAAP Results (in thousands, except per share data) (unaudited) Three Months Ended -------------------------- Aug 31, May 31, Aug 31, 2014 2014 2013 -------- -------- --------- GAAP net (loss) income $ (907) $ 239 $ (166) Stock-based compensation expense 197 204 143 -------- -------- -------- Non-GAAP net (loss) income $ (710) $ 443 $ (23) ======== ======== ======== GAAP net (loss) income per diluted share $ (0.08) $ 0.02 $(0.02) ======== ======== ======== Non-GAAP net (loss) income per diluted share $ (0.06) $ 0.04 $(0.00) ======== ======== ======== Shares used in diluted shares calculation 11,391 12,255 10,635 ======== ======== ======== Shares used in non-GAAP diluted shares calculation 11,391 12,255 10,635 ======== ======== ========
______________________________________________________________________ Non-GAAP net income is a non-GAAP measure and should not be considered a replacement for GAAP results. Non-GAAP net income is a financial measure the Company uses to evaluate the underlying results and operating performance of the business. The limitation of this measure is that it excludes items that impact the Company's current period net income. This limitation is best addressed by using this measure in combination with net income (the most comparable GAAP measure). -more- Aehr Test Systems Reports First Quarter Fiscal 2015 Financial Results September 30, 2014 Page 5 of 5 AEHR TEST SYSTEMS AND SUBSIDIARIES Condensed Consolidated Balance Sheets (in thousands, except per share data) (unaudited) August 31, May 31, 2014 2014 -------- -------- ASSETS Current assets: Cash and cash equivalents $ 2,075 $ 1,809 Accounts receivable, net 2,098 3,390 Inventories 6,304 6,148 Prepaid expenses and other 351 326 -------- -------- Total current assets 10,828 11,673 Property and equipment, net 492 474 Other assets 95 78 -------- -------- Total assets $11,415 $12,225 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Line of credit $ 1,000 $ 777 Accounts payable 1,586 1,892 Accrued expenses 1,435 1,390 Customer deposits and deferred revenue, short-term 761 1,058 -------- -------- Total current liabilities 4,782 5,117 Income tax payable 8 71 Deferred rent, net of current portion -- 8 -------- -------- Total liabilities 4,790 5,196 Aehr Test Systems Shareholders' equity 6,645 7,050 Noncontrolling interest (20) (21) -------- -------- Total shareholders' equity 6,625 7,029 -------- -------- Total liabilities and shareholders' equity $11,415 $12,225 ======== ========
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