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 September 25, 2026
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)
Securities registered pursuant to Section 12(b) of the Exchange 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
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 ☒
There were 32,794,791 shares of the Registrant’s Common Stock outstanding as of November 2, 2026.
TABLE OF CONTENTS
Page
PART I FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
18
Item 3. Quantitative and Qualitative Disclosures About Market Risk
25
Item 4. Controls and Procedures
PART II OTHER INFORMATION
Item 1. Legal Proceedings
26
Item 1A. Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Mine Safety Disclosures
Item 5. Other Information
Item 6. Exhibits
27
SIGNATURES
28
PART I — FINANCIAL INFORMATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
September 25,
June 26,
May 29,
(In thousands, except par value)
2026
See accompanying Notes to Condensed Consolidated Financial Statements (unaudited)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended
August 29,
(In thousands, except per share data)
2025
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Accumulated
Additional
Other
Total
Common Stock
Paid-in
Comprehensive
Shareholders’
Shares
Amount
Capital
Loss
Deficit
Equity
Condensed Consolidated Statements of Cash Flows
Cash flows from operating activities:
(1) Includes restricted cash within prepaid expenses and other current assets and other non-current assets.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Organization
Aehr Test Systems (the “Company”) was incorporated in California in May 1977 and develops and manufactures test and burn-in equipment used in the semiconductor industry. The Company’s principal products are the FOX-XP, FOX-NP, and FOX-CP wafer contact and singulated die/module parallel test and burn-in systems, the Sonoma, Tahoe and Echo packaged parts burn-in products, the WaferPak full wafer contactor, the DiePak carrier, the WaferPak aligner, the DiePak autoloader, and test fixtures.
Basis of Presentation
The unaudited Condensed Consolidated Financial Statements included in this quarterly report on Form 10-Q include the accounts of the Company and its wholly-owned subsidiaries and have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial reporting and the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim reporting. Accordingly, the unaudited Condensed Consolidated Financial Statements do not include certain information and footnote disclosures normally included in the annual Consolidated Financial Statements. 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 29, 2026 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 should be read in conjunction with the Consolidated Financial Statements contained in the Company's Annual Report on Form 10-K for the year ended May 29, 2026.
Principles of Consolidation
The Company’s Condensed Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries and all significant intercompany accounts and transactions have been eliminated upon consolidation.
Change in Fiscal Year
On April 2, 2026, the Company’s board of directors approved a change in the Company’s fiscal year-end from the 52- or 53-week period ending on the Friday in May nearest May 31 to the 52- or 53-week period ending on the Friday in June nearest June 30. The change became effective beginning in fiscal year 2027, which began on June 27, 2026 and will end on June 25, 2027. This Quarterly Report on Form 10-Q includes unaudited financial information for the period from May 30, 2026 to June 26, 2026, which represents the one-month transition period resulting from the change in fiscal year-end. The audited financial information for this transition period will be included in the Company’s Annual Report on Form 10-K for the fiscal year ending June 25, 2027.
Financial information for the three months ended September 26, 2025 has not been included in this Form 10-Q because: (i) the three months ended August 29, 2025 provide a meaningful comparison to the three months ended September 25, 2026; (ii) there are no significant seasonal or other factors that would materially impact comparability of information if the results for the three months ended September 26, 2025 were presented in lieu of results for the three months ended August 29, 2025; and (iii) it was not practicable or cost justified to prepare such information.
Critical Accounting Policies and Use of Estimates
The Company’s significant accounting policies are disclosed in the Company’s Annual Report on Form 10-K for the year ended May 29, 2026. There have been no significant changes to the Company’s critical accounting policies during the three months ended September 25, 2026. 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, the 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. Critical accounting estimates in these Condensed Consolidated Financial Statements include valuation of inventory at the lower of cost or net realizable value, valuation of intangible assets and impairment of long-lived assets and goodwill. Actual results could differ from those estimates.
Concentration of Credit Risk
Financial instruments which subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company performs credit evaluations of its customers’ financial condition and generally requires no collateral. The Company had revenues from individual customers in excess of 10% of total revenues as follows:
*
The Company had gross accounts receivable from individual customers in excess of 10% of gross accounts receivable as follows:
* Amount was less than 10% of total gross accounts receivable
Recent Accounting Pronouncements Adopted
In July 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2025-05, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses for Accounts Receivable and Contract Assets. The new guidance allows companies to apply a practical expedient when estimating credit losses on current accounts receivable and contract assets. The Company has adopted the guidance, and the adoption did not have a material impact on its Condensed Consolidated Financial Statements.
Recent Accounting Pronouncements Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, an accounting standard update to improve income statement expense disclosures. The standard requires more detailed information related to the types of expenses, including (among other items) the amounts of purchases of inventory, employee compensation, depreciation and intangible asset amortization included within each interim and annual income statement’s expense caption, as applicable. This authoritative guidance can be applied prospectively or retrospectively and will be effective for fiscal years beginning after December 15, 2026, with early adoption permitted. The Company is currently evaluating the effect of this pronouncement on its disclosures.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. This update clarifies certain interim reporting requirements, including the applicability of interim reporting guidance and the form and content of interim financial statements. This ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting this guidance on its Condensed Consolidated Financial Statements and related disclosures.
In December 2025, the FASB issued ASU 2025-12, Codification Improvements, which clarifies, corrects errors, and makes minor improvements to various areas of the Accounting Standards Codification. This ASU is effective for annual and interim periods in fiscal years beginning after December 15, 2026. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on its Condensed Consolidated Financial Statements and related disclosures.
2. FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company measures its cash equivalents and money market funds at fair value on a recurring basis. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or a liability. Assets and liabilities recorded at fair value are measured and classified in accordance with a three-tier fair value hierarchy based on the observability of the inputs available in the market used to measure fair value:
Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 — Inputs that are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant inputs are observable in the market or can be derived from observable market data. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs including interest rate curves, foreign exchange rates, and credit ratings.
Level 3 — Unobservable inputs that are supported by little or no market activities.
The following table represents the Company’s assets measured at fair value on a recurring basis as of September 25, 2026, and the basis for that measurement:
Balance as of
September 25, 2026
Level 1
Level 2
Level 3
The following table represents the Company’s assets measured at fair value on a recurring basis as of June 26, 2026, and the basis for that measurement:
June 26, 2026
The following table represents the Company’s assets measured at fair value on a recurring basis as of May 29, 2026, and the basis for that measurement:
May 29, 2026
Included in money market funds as of September 25, 2026, June 26, 2026 and May 29, 2026 was $0.2 million restricted cash representing a security deposit for the Company’s United States manufacturing and office space lease. There were no financial liabilities measured at fair value as of September 25, 2026, June 26, 2026 and May 29, 2026. There were no transfers between Level 1 and Level 2 fair value measurements during the three months ended September 25, 2026 or for the one month ended June 26, 2026. The carrying amounts of financial instruments, including cash equivalents, accounts receivable, accounts payable and certain other accrued liabilities, approximate fair value due to their short maturities.
3. BALANCE SHEET INFORMATION
Inventories
Inventories consisted of the following:
Property and equipment
Property and equipment, net consisted of the following:
Useful life
(in years)
3 - 5
4 - 5
2 - 10
* Lesser of estimated useful life or lease term.
Depreciation expense was $0.4 million for both the three months ended September 25, 2026 and August 29, 2025. Depreciation expense was $0.1 million for the one month ended June 26, 2026.
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 months ended September 25, 2026 and August 29, 2025 and during the one month ended June 26, 2026:
The accrued warranty balance is included in accrued expenses on the accompanying Condensed Consolidated Balance Sheets.
Deferred revenue
Deferred revenue, short-term consisted of the following:
4. GOODWILL AND PURCHASED INTANGIBLE ASSETS
Goodwill
There were no impairments to goodwill during the three months ended September 25, 2026 and August 29, 2025, and during the one month ended June 26, 2026.
Purchased Intangible Assets
The Company’s purchased intangible assets, net, were as follows:
Finite-lived intangible assets:
Gross
Amortization
Net
Amortization expense related to purchased intangible assets with finite lives was $0.3 million for both the three months ended September 25, 2026 and August 29, 2025. Amortization expense was $0.1 million for the one month ended June 26, 2026. There were no impairments to purchased intangible assets during the three months ended September 25, 2026 and August 29, 2025, and during the one month ended June 26, 2026.
As of September 25, 2026, the estimated future amortization expense of purchased intangible assets with finite lives is as follows:
Remainder of 2027
2028
2029
2030
2031
2032
Thereafter
5. INCOME TAXES
The following table provides details of income taxes:
The Company’s effective tax rate differs from the U.S. federal statutory rate of 21% primarily due to executive compensation and stock-based compensation expenses that are recognized for financial reporting purposes but are not deductible for income tax purposes, as well as discrete tax benefits associated with stock-based compensation.
For the three months ended September 25, 2026, the Company calculated its interim income tax provision using an estimated annual effective tax rate applied to year-to-date ordinary income, adjusted for discrete items. The Company recognized an income tax benefit despite pretax income, primarily due to discrete tax benefits associated with disqualified dispositions and excess tax benefits from the vesting of restricted stock units.
For the three months ended August 29, 2025, the Company calculated its U.S. interim tax provision on a year-to-date discrete basis under Accounting Standards Codification (“ASC”) 740-270-30-18 because the near break-even level of forecasted United States pretax income and significant permanent differences caused the estimated annual effective tax rate to be highly sensitive to relatively small changes in forecasted income.
For the one-month transition period ended June 26, 2026, the Company recognized an income tax benefit due to a pretax loss in the United States.
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 recognizes interest and penalties related to unrecognized tax benefits as a component of income taxes.
6. COMMITMENTS AND CONTINGENCIES
Purchase Obligations
The Company has purchase obligations to certain suppliers. In some cases, the products the Company purchases are unique and have provisions against cancellation of the order.
Contingencies
The Company may, from time to time, be involved in legal proceedings arising in the ordinary course of business. While there can be no assurances as to the ultimate outcome of any litigation involving the Company, management does not believe any pending legal proceedings will result in judgment or settlement that will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows.
On October 16, 2024, the Company filed a complaint with the Suzhou Intermediate People’s Court to protect its intellectual property rights in China against Suzhou Semight Instruments Co., Ltd. (“Semight”) and its related entities and/or distributors, alleging infringement of the Company’s two patents related to wafer burn-in systems and wafer reliability test systems. The Company is seeking injunctive relief and damage compensation, claiming that Semight’s actions have infringed upon its intellectual property rights and caused substantial harm to its business. The Company believes its claims are valid and is vigorously pursuing its legal remedies. At this stage, the outcome of the litigation is uncertain, and the Company is unable to predict the likelihood of success or estimate the potential financial impact, if any, on its Condensed Consolidated Financial Statements. The Company has also incurred and expects to continue to incur legal expenses related to this matter. On November 15 and December 6, 2024, Semight filed petitions for invalidation to the two aforementioned Chinese patents with the Department of National Intellectual Properties in Beijing, respectively. The oral hearings for both of the patents have been held, and decisions have been issued for both patents upholding part of the claims. In addition, the Company received a suspension ruling from the Suzhou Intermediate People’s Court on the infringement proceedings, pending the outcome of the validity rulings. With both patents having been upheld, the suspended infringement proceedings have resumed. The hearing for the divisional patent was held on August 28, 2025, and the hearing for the parent patent was held on October 17, 2025. In December 2025, the Company received a first-instance judgment from the Suzhou Intermediate People’s Court with respect to the infringement cases, which dismissed the Company’s claims based on the court’s opinion that there was insufficient evidence to establish infringement. The Company filed appeals for both cases on January 4, 2026. On January 27, 2026, Semight filed another petition for invalidation of one of the two aforementioned Chinese patents with the Department of National Intellectual Properties in Beijing. On June 2, 2026, a hearing was held before the Supreme People’s Court of China in connection with the Company’s appeal. The hearing focused primarily on infringement comparison issues, including whether the accused products contain certain claim features at issue. The appeal proceedings remain ongoing, and the Company expects that an additional hearing may be scheduled. In June 2026, the Company received a first-instance judgment from the Beijing Intellectual Property Court in connection with one of the patent invalidation proceedings. The judgment was favorable to the Company on certain issues but did not resolve all matters in the Company’s favor. The Company appealed certain aspects of the judgment. On October 20, 2026, a hearing was held before the Supreme People’s Court of China on the second-instance administrative proceeding concerning the validity of the patent, and a ruling is pending. Meanwhile, the administrative proceedings concerning another patent are still pending at the Beijing Intellectual Property Court at the first-instance stage.
In the normal course of business to facilitate sales of its products, the Company indemnifies other parties, including customers, with respect to certain matters, including, for example, against losses arising from a breach of representations or covenants, or from intellectual property infringement or other claims. These agreements may limit the time within which an indemnification claim can be made and the amount of the claim. In addition, the Company has entered into indemnification agreements with its officers and directors, and the Company’s bylaws contain similar indemnification obligations to the Company’s agents.
It is not possible to determine the maximum potential amount under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. To date, payments made by the Company under these agreements have not had a material impact on the Company’s operating results, financial position or cash flows.
7. 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, 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 is recognized at a point in time, which is generally upon shipment or delivery and evidenced by transfer of title and risk of loss to the customer. Revenue from services is recognized over time as the customer receives the benefit 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.
Disaggregation of revenue
The following presents information about the Company’s net revenues in different geographic areas, which are based upon ship-to locations, and by product category:
With the exception of the amount of service contracts and extended warranties, the Company’s product net revenues are recognized at a point in time when control transfers to the customer. The following presents net revenues based on timing of recognition:
Timing of revenue recognition:
Contract balances
Accounts receivable are recognized in the period the Company delivers goods or provides services and when the Company’s right to payment is unconditional. Contract assets include unbilled receivables which represent revenues that are earned in advance of scheduled billings to customers. These amounts are primarily related to product sales where transfer of control has occurred but the Company has not yet invoiced. As of September 25, 2026, June 26, 2026, and May 29, 2026, unbilled receivables were $0.8 million, $1.7 million, and $1.9 million, respectively, and were included in prepaid expenses and other current assets on the accompanying Condensed Consolidated Balance Sheets.
Contract liabilities include payments received in advance of performance under a contract and are satisfied as the associated revenue is recognized. Contract liabilities as of September 25, 2026, June 26, 2026, and May 29, 2026 were $8.0 million, $6.8 million, and $5.2 million, respectively, and were included in deferred revenue, short-term and deferred revenue, long-term on the accompanying Condensed Consolidated Balance Sheets. During the three months ended September 25, 2026, the Company recognized $2.9 million in revenue which was included in contract liabilities as of May 29, 2026. Revenue recognized during the one month ended June 26, 2026 that was included in contract liabilities as of May 29, 2026 was not material.
Remaining performance obligations
As of September 25, 2026, the remaining performance obligations, exclusive of customer deposits, which consisted of deferred service contracts and extended warranty contracts not yet delivered, are not material. The foregoing excludes the value of other remaining performance obligations as they have original durations of one year or less and 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 expenses 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.
8. STOCK-BASED COMPENSATION
Stock-based compensation expense consists of expenses for stock options, restricted stock units (“RSUs”), performance RSUs (“PRSUs”), restricted shares, performance restricted shares and employee stock purchase plan (“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, PRSUs, restricted shares and performance restricted shares, stock-based compensation expense is based on the fair value of the Company’s common stock at the grant date and is recognized as expense over the employee’s requisite service period. All of the Company’s stock-based compensation is accounted for as equity instruments. See Note 12 in the Company’s Annual Report on Form 10-K for fiscal 2026 filed on July 27, 2026 for further information regarding the equity incentive plans and the ESPP.
The following table summarizes the stock-based compensation expense for the three months ended September 25, 2026 and August 29, 2025, and for the one month ended June 26, 2026:
Stock-based compensation expense capitalized in inventory was $0.4 million as of each of September 25, 2026, June 26, 2026, and May 29, 2026.
The Company’s nonvested RSU, PRSU and restricted share activities for the three months ended September 25, 2026 and for the one month ended June 26, 2026 were as follows:
Weighted
Average Grant
Date Fair
Value
(in thousands)
Per Share
Unvested, May 29, 2026
(1)
Includes 61,000 performance-based awards, of which approximately 14,000 performance-based awards have target achievement goals whereby the grantee can earn up to 200% of the original award (up to 29,000 shares) if the maximum target goals are met. The remaining awards are earned at 100% if the target goals are achieved.
There were no options granted during the three months ended September 25, 2026 and August 29, 2025, or during the one month ended June 26, 2026. There were no ESPP purchase rights granted during the three months ended September 25, 2026 and August 29, 2025, or during the one month ended June 26, 2026.
9. NET INCOME (LOSS) PER SHARE
Basic net income (loss) per share is determined using the weighted average number of common shares outstanding during the period. Diluted net income per share is determined using the weighted average number of common shares and potential common shares (representing the hypothetical number of incremental shares issuable under the assumed exercise of outstanding stock options, and vesting of outstanding RSUs and ESPP shares) during the period using the treasury stock method. The calculation of dilutive shares outstanding excludes securities that would have an antidilutive effect on net income per share.
The following table presents the computation of basic and diluted net income (loss) per share:
10. SEGMENT AND CONCENTRATION INFORMATION
Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or group, in deciding how to allocate resources and in assessing performance.
The Company’s chief operating decision maker, the chief executive officer, reviews discrete financial information presented on a consolidated basis for purposes of regularly making operating decisions and assessing financial performance. Accordingly, the Company considers itself to be in one operating segment.
Property and equipment, net by geographic area are as follows:
The following discussion of our financial condition and results of operations 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 other than statements of historical fact may be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “could,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential”, “target” or “continue,” the negative of terms like these or other similar expressions. Any statement concerning future financial performance (including future revenues, earnings or growth rates), ongoing business strategies or prospects, and possible actions taken by us or our subsidiaries, which may be provided by us are also forward-looking statements. These forward-looking statements are only predictions. Forward-looking statements are based on current expectations and projections about future events and are inherently subject to a variety of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those anticipated or projected. All forward-looking statements included in this document are based on information available to us on the date of filing and we further caution investors that our business and financial performance are subject to substantial risks and uncertainties. We assume no obligation to update any such forward-looking statements. In evaluating these statements, you should specifically consider various factors, including the risk factors and uncertainties discussed in Item 1A, “Risk Factors” and Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended May 29, 2026, filed with the Securities and Exchange Commission on July 27, 2026. All references to “we”, “us”, “our”, “Aehr Test”, “Aehr Test Systems” or the “Company” refer to Aehr Test Systems.
Overview
We are a leading provider of test solutions for testing, burning-in, and stabilizing semiconductor devices in wafer level, singulated die, and package level, and have installed thousands of systems worldwide. The rapid advancement of generative artificial intelligence (“AI”) and High Performance Computing (“HPC”) data centers, together with the accelerating electrification of transportation and global infrastructure represent two of the most significant macro-trends impacting the semiconductor industry today. These transformative forces are driving enormous growth in semiconductor demand while fundamentally increasing the performance, reliability, safety, and security requirements of the devices used across AI and HPC data centers, computing and data infrastructure, telecommunications networks, hard disk drive and solid-state storage solutions, electric vehicles, charging systems, and renewable energy generation. As these applications operate at ever-higher power levels and in increasingly mission-critical environments, the need for comprehensive test and burn-in has become more essential than ever. Semiconductor manufacturers are turning to advanced wafer-level and package-level burn-in systems to screen for early-life failures, validate long-term reliability, and ensure consistent performance under extreme electrical and thermal stress. This growing emphasis on reliability testing reflects a fundamental shift in the industry—from simply achieving functionality to guaranteeing dependable operation throughout a product’s lifetime, a requirement that continues to expand alongside the scale and complexity of next-generation semiconductor devices.
We have developed and introduced several innovative products including the FOX-P family of test and burn-in systems and FOX WaferPak Aligner, FOX WaferPak Contactor, FOX DiePak Carrier and FOX DiePak Loader. The FOX-XP and FOX-NP systems are full wafer contact and singulated die/module test and burn-in systems that can test, burn-in, and stabilize a wide range of devices such as leading-edge silicon carbide-based and gallium nitride power semiconductors, memory semiconductors, processors, microcontrollers, systems-on-a-chip, and photonics and integrated optical devices used in artificial intelligence. The FOX-CP system is a low-cost single-wafer compact test solution for logic, memory and photonic devices and the newest addition to the FOX-P product family. The FOX WaferPak Contactor contains a unique full wafer contactor capable of testing wafers up to 300mm that enables integrated circuit manufacturers to perform test, burn-in, and stabilization of full wafers on the FOX-P systems. The FOX DiePak Carrier allows testing, burning in, and stabilization of singulated bare die and modules up to 1,024 devices in parallel per DiePak Carriers on the FOX-NP and FOX-XP systems, with up to nine DiePak Carriersat a time.
The introduction of the High Power FOX-XP in connection with the Sonoma Ultra high-power package level reliability/burn-in test solutions provides us the unique ability to deliver wafer level test and burn-in and package level burn-in for AI accelerators, GPUs, and HPC processors. The combination positions us well within the rapidly growing AI market as a turn-key provider of reliability and testing that spans from engineering to high volume production. In combination with Sonoma, Tahoe and Echo package level burn-in systems, we provide a full range of burn-in solutions for semiconductor devices.
Our net revenue consists primarily of sales of FOX-P systems, WaferPak Aligners and DiePak Loaders, WaferPak contactors, DiePak carriers, Sonoma systems, Tahoe systems, Echo systems, test fixtures, upgrades and spare parts, service contract revenues, and non-recurring engineering 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, transfer of title and risk of loss.
Our operating results and cash flows can vary significantly from period to period due to the timing, volume, and mix of customer orders, particularly because a substantial portion of our revenue is derived from a relatively small number of high-value system sales. As a result, the number, type, and selling price of systems sold in a given period can materially affect revenue, gross margin, earnings, and operating cash flow.
Demand for our products is influenced by conditions in the semiconductor industry and in the end markets served by our customers, including demand related to generative AI, silicon photonics and power semiconductors such as silicon carbide and gallium nitride. During fiscal 2026, our operating performance was negatively affected by continued softness in demand in electric vehicle power semiconductors. Changes in customer investment cycles, order timing, and the pace of adoption of new technologies may continue to affect our results in future periods.
In addition, our results of operations have been affected by changes in revenue mix across systems, contactors, and services, as well as by the integration and contribution of the acquired business. Because these factors can affect revenue levels, gross margins, operating expenses, and working capital differently from period to period, past performance may not necessarily be indicative of future results. Our liquidity and cash flows may also be affected by the timing of large system shipments, investments in inventory and working capital, capital expenditures, acquisition-related cash uses, and investments in product development and market expansion.
Recent changes in U.S. trade and tariff policies, including potential modifications to existing tariffs and the outcome of ongoing regulatory, administrative, or legal developments, may affect the cost of our imported goods, our supply chain, and, accordingly, our gross margins and operating results. The scope, timing, and ultimate impact of these developments remain uncertain, and we continue to evaluate their potential effects on our business, financial condition, and results of operations.
On April 2, 2026, our board of directors approved a change in the Company’s fiscal year-end from the 52- or 53-week period ending on the Friday in May nearest May 31 to the 52- or 53-week period ending on the Friday in June nearest June 30. The change became effective beginning in fiscal year 2027, which began on June 27, 2026 and will end on June 25, 2027. As a result of the change in fiscal year, there was a one-month transition period beginning on May 30, 2026, and ending on June 26, 2026 (the “Transition Period”). See “Results of Operations” for further information regarding the Transition Period.
Critical Accounting 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, inventories, and income taxes. Our estimates are based on 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 29, 2026.
There have been no material changes to our critical accounting policies and estimates during the three months ended September 25, 2026, or the one-month transition period ended June 26, 2026, compared to those discussed in our Annual Report on Form 10-K for the fiscal year ended May 29, 2026.
Income Taxes
We recognize deferred tax assets (“DTAs”) for deductible temporary differences, net operating loss carryforwards, and tax credit carryforwards to the extent we conclude it is more likely than not that such DTAs will be realized. Our DTAs relate solely to U.S. federal and state income taxes. At each reporting date, we evaluate the realizability of our DTAs and record a valuation allowance when, based on all available evidence, we conclude that it is not more likely than not that some portion or all of our DTAs will be realized.
This assessment is a critical accounting estimate because it requires significant judgment in weighing both positive and negative evidence, with the most objective evidence generally carrying the greatest weight. In making this determination, we consider, among other factors: (i) recent operating results and cumulative pretax income (loss) in the United States; (ii) the duration and severity of any recent losses; (iii) projections of future taxable income based on our operating plans (including expected revenues, margins, and cost structure); (iv) the availability and feasibility of tax planning strategies; and (v) the expected utilization periods and limitations applicable to carryforwards.
During fiscal 2024, we released a valuation allowance of $21.9 million after concluding that it was more likely than not that our U.S. DTAs would be realized. We incurred pretax losses in fiscal 2025 and 2026 and reported pretax income in the first quarter of fiscal 2027. Management continues to reassess at each reporting date whether sufficient positive evidence exists to support realization of our U.S. DTAs. This reassessment places increased emphasis on the evaluation of recent operating performance and our forecast of future taxable income, including the extent to which recent losses are expected to be temporary versus indicative of a sustained trend.
If actual results differ from our current estimates, if assumptions underlying our forecast of future taxable income change, or if negative evidence (including sustained losses) outweighs positive evidence, we may be required to record or adjust a valuation allowance. Any such change could have a material impact on our income tax provision and our results of operations in the period of the change.
Results of Operations
Discussion of Results of Operations for the Three Months Ended September 25, 2026 Compared to the Three Months Ended August 29, 2025
Revenues
Percent
(Dollars in thousands)
Change
For the three months ended September 25, 2026 revenue increased by $22.0 million, compared to the three months ended August 29, 2025, primarily driven by significantly higher shipments of systems and contactors due to strong demand in the AI market. Revenue from package level burn-in systems increased by $10.9 million, while revenue from wafer-level burn-in contactors and package level burn-in boards and modules increased by a combined $10.9 million.
Asia
Europe and Middle East
On a geographic basis, revenues represent products that were shipped to or services that were performed at our customer locations. For the three months ended September 25, 2026, compared to the three months ended August 29, 2025, revenue increased in Asia and the United States due to strong demand in the AI market, which was partially offset by decreases in FOX-P systems sold in Europe and Middle East.
Gross Margin
Gross profit increased by $11.9 million for the three months ended September 25, 2026, compared to the three months ended August 29, 2025, primarily due to significantly higher revenue levels. Gross margin increased by 13.6 percentage points primarily due to higher sales volume and a more favorable product mix. The higher sales volume resulted in improved absorption of labor and manufacturing overhead, reducing fixed manufacturing costs as a percentage of revenue. In addition, the prior-year quarter included a higher proportion of lower-margin products sold as part of our complete solutions.
Research and Development
Research and development
Research and development expenses consist primarily of compensation and benefits for product development personnel, outside development service costs, travel expenses, facilities cost allocations, and stock-based compensation charges. Research and development expenses increased by $1.3 million for the three months ended September 25, 2026, compared to the three months ended August 29, 2025. The increase was primarily driven by $0.8 million in higher employment-related costs, and $0.3 million in higher allocated costs, both of which resulted from increased headcount.
Selling, General and Administrative
Selling, general and administrative
Selling, general and administrative expenses consist primarily of compensation and benefits for sales, marketing and general and administrative personnel, legal and accounting service costs, marketing communications costs, travel expenses, facilities cost allocations, and stock-based compensation charges. Selling, general and administrative expenses increased by $0.8 million for the three months ended September 25, 2026, compared to the three months ended August 29, 2025. The increase was primarily driven by higher employment-related costs, including increased accruals for bonuses and commissions.
Restructuring Charges
Restructuring charges
There were no restructuring charges for the three months ended September 25, 2026. Restructuring charges incurred for the three months ended August 29, 2025 primarily related to a workforce reduction implemented to better align our resources with our business needs.
Interest and Other Income, Net
Interest income, net
N.M.
N.M.-Not meaningful
Interest and other income, net, consists primarily of interest income, foreign currency transaction exchange gains and losses and other non-operating income and expense. Interest income, net, increased by $0.7 million for the three months ended September 25, 2026, compared to the three months ended August 29, 2025, primarily driven by higher interest income earned on a significantly higher average cash balances from our investments in money market funds. Other income, net, decreased by $1.1 million for the three months ended September 25, 2026, compared to the three months ended August 29, 2025, primarily attributable to the Employee Retention Credit (“ERC”) refund of $1.3 million received, net of a $0.3 million third-party service fee incurred in connection with the filing of the ERC claims during the three months ended August 29, 2025.
Income Tax Benefit
Income tax benefit
For the three months ended September 25, 2026, the Company recognized a $0.3 million income tax benefit despite pretax income primarily due to tax deductions associated with disqualified dispositions and excess tax benefits from the vesting of restricted stock units. For the three months ended August 29, 2025, the Company recognized a $0.8 million income tax benefit primarily driven by year-to-date losses in the United States.
Discussion of Results of Operations for the One Month Ended June 26, 2026
Because the transition period covers only one month, the results of operations for the period are not necessarily indicative of results for a full fiscal quarter or fiscal year.
One Month Ended
United States
For the one-month transition period ended June 26, 2026, revenue consisted primarily of $0.4 million in services revenue and $0.2 million in revenue from package level burn-in boards and modules.
Gross margin was negative for the one-month transition period ended June 26, 2026, primarily because shipments are historically low in the month after year-end and the low level of revenue was insufficient to absorb fixed manufacturing costs.
Research and development expenses were $1.2 million for the one-month transition period ended June 26, 2026. Research and development expenses consisted primarily of compensation and benefits for product development personnel, outside development service costs, travel expenses, facilities cost allocations, and stock-based compensation charges.
Selling, general and administrative expenses were $1.8 million for the one-month transition period ended June 26, 2026. Selling, general and administrative expenses consisted primarily of compensation and benefits for sales, marketing and general and administrative personnel, legal and accounting service costs, marketing communications costs, travel expenses, facilities cost allocations, and stock-based compensation charges.
Interest and other income, net, consisted primarily of interest income, foreign currency transaction exchange gains and losses and other non-operating income and expense.
For the one-month transition period ended June 26, 2026, the Company recognized a $0.9 million income tax benefit primarily due to a pretax loss in the United States.
Liquidity and Capital Resources
Cash, cash equivalents, and restricted cash were $105.1 million as of September 25, 2026, compared to $24.7 million as of August 29, 2025. Cash, cash equivalents, and restricted cash were $112.5 million as of June 26, 2026. We believe that our existing cash resources and anticipated funds from operations will satisfy our cash requirements to fund our operating activities, capital expenditures and other obligations for the next twelve months.
Operating activities
Net Cash Flows Used in Operating Activities
Net cash used in operating activities increased by $2.8 million for the three months ended September 25, 2026, compared to the three months ended August 29, 2025. This increase in cash usage was primarily driven by an increase in accounts receivable associated with significantly higher revenue and increased cash used for prepaid expenses. The Company also increased inventory purchases in anticipation of higher customer demand; however, the cash impact was largely offset by a corresponding increase in accounts payable due to the timing of vendor payments. These uses of cash were partially offset by improved net income and an increase in cash provided by deferred revenue due to the timing of customer deposits and revenue recognition.
Net cash used in operating activities during the one month ended June 26, 2026, was driven primarily by a net loss and cash used for inventory purchases in anticipation of higher customer demand, partially offset by cash provided by deferred revenue and collection of accounts receivable.
Net Cash Flows Used in Investing Activities
Net cash used in investing activities decreased by $1.3 million for the three months ended September 25, 2026 compared to the three months ended August 29, 2025. The decrease was primarily due to higher cash expenditures on property and equipment in the prior-year period, mainly related to office renovations.
Net cash used in investing activities during the one month ended June 26, 2026 was immaterial.
Net Cash Flows Used in Financing Activities
Net cash used in financing activities increased by $4.1 million for the three months ended September 25, 2026 compared to the three months ended August 29, 2025. The increase was primarily due to higher cash payments for shares withheld for taxes upon the vesting of restricted stock units, driven by a higher stock price.
Net cash used in financing activities during the one month ended June 26, 2026 was immaterial.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements, investments in special purpose entities or undisclosed borrowings or debt. 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 29, 2026.
As a smaller reporting company, we are not required to provide the information under this item.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our chief executive officer, or CEO, and chief financial officer, or CFO, evaluated the effectiveness of our "disclosure controls and procedures" as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) as of September 25, 2026, in connection with the filing of this Quarterly Report on Form 10-Q. Based on that evaluation as of September 25, 2026, our CEO and CFO concluded that our disclosure controls and procedures were effective to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in rules and forms of the SEC and accumulated and communicated to our management as appropriate to allow timely decisions regarding required disclosures.
Changes in Internal Control over Financial Reporting
There were no changes in the Company's internal control over financial reporting during the three months ended September 25, 2026, that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
PART II — OTHER INFORMATION
From time to time, we are subject to various claims and legal proceedings that arise in the ordinary course of business. We accrue for losses related to litigation when a potential loss is probable and the loss can be reasonably estimated in accordance with FASB requirements. For additional information regarding legal proceedings, refer to Note 6 – Commitments and Contingencies in the Notes to Condensed Consolidated Financial Statements.
Item 1A, “Risk Factors,” on pages 13 through 21 of the Company’s Annual Report on Form 10-K for the year ended May 29, 2026, provides information on the significant risks associated with our business. There have been no subsequent material changes to these risks.
None.
Not applicable.
During the three months ended September 25, 2026, none of our directors or officers informed us of the adoption or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408(a).
Exhibit
Number
Description
3.1(1)
Restated Articles of Incorporation of Registrant
3.2(2)
Amended and Restated Bylaws of the Registrant
4.1(3)
Form of Common Stock certificate
31.1
Certification of the principal executive officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.†
31.2
Certification of the principal financial and accounting officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.†
32.1
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
32.2
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 the same-numbered exhibit previously filed with the Company’s Registration Statement on Form S-1 filed June 11, 1997 (File No. 333-28987).
2
Incorporated by reference to Exhibit 3.1 previously filed with the Company’s Annual Report on Form 10-K filed July 28, 2025 (File No. 000-22893)
Incorporated by reference to the same-numbered exhibit previously filed with Amendment No.1 to the Company’s Registration Statement on Form S-1 filed July 17, 1997 (File No. 333-28987).
†
Filed herewith.
**
Furnished, and not filed.
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.
Date: November 6, 2026
By:
/s/ GAYN ERICKSON
Gayn Erickson
President and Chief Executive Officer
(Principal Executive Officer)
/s/ CHRIS P. SIU
Chris P. Siu
Executive Vice President of Finance,
and Chief Financial Officer
(Principal Financial and Accounting Officer)