aehr_10q.htm

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 November 28, 2025

☐	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 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, indicated 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 30,627,342 shares of the Registrant’s Common Stock outstanding as of January 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		20
Item 3. Quantitative and Qualitative Disclosures About Market Risk		25
Item 4. Controls and Procedures		25
PART II OTHER INFORMATION
Item 1. Legal Proceedings		26
Item 1A. Risk Factors		26
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		26
Item 3. Defaults Upon Senior Securities		26
Item 4. Mine Safety Disclosures		26
Item 5. Other Information		26
Item 6. Exhibits		27
SIGNATURES		28

Table of Contents

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

AEHR TEST SYSTEMS
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
	November 28,			May 30,
(In thousands, except par value)	2025			2025
ASSETS
Current assets:
Cash and cash equivalents	$	30,835		$	24,529
Accounts receivable		10,282			14,191
Inventories		42,723			41,997
Prepaid expenses and other current assets		4,349			8,061
Total current assets		88,189			88,778
Property and equipment, net		8,987			8,969
Goodwill		10,719			10,719
Intangible assets, net		10,143			10,781
Deferred tax assets, net		21,076			19,114
Operating lease right-of-use assets, net		9,272			9,601
Other non-current assets		348			546
Total assets	$	148,734		$	148,508
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	3,548		$	6,728
Accrued expenses and other current liabilities		3,729			6,020
Operating lease liabilities, short-term		585			909
Deferred revenue, short-term		443			1,981
Total current liabilities		8,305			15,638
Operating lease liabilities, long-term		9,578			9,921
Deferred revenue, long-term		35			36
Other long-term liabilities		40			42
Total liabilities		17,958			25,637
Commitments and contingencies (Note 6)
Shareholders’ equity:
Preferred stock, $0.01 par value: Authorized: 10,000 shares;
Issued and outstanding: none		-			-
Common stock, $0.01 par value: Authorized: 75,000 shares;
Issued and outstanding: 30,624 shares and 29,877 shares at November 28, 2025 and May 30, 2025, respectively		306			299
Additional paid-in capital		158,954			145,758
Accumulated other comprehensive loss		(110	)		(126	)
Accumulated deficit		(28,374	)		(23,060	)
Total shareholders' equity		130,776			122,871
Total liabilities and shareholders’ equity	$	148,734		$	148,508

See accompanying Notes to Condensed Consolidated Financial Statements (unaudited)

Table of Contents

AEHR TEST SYSTEMS
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

	Three Months Ended						Six Months Ended
	November 28,			November 29,			November 28,			November 29,
(In thousands, except per share data)	2025			2024			2025			2024
Revenue	$	9,884		$	13,453		$	20,853		$	26,572
Cost of revenue		7,339			8,053			14,589			14,094
Gross profit		2,545			5,400			6,264			12,478
Operating expenses:
Research and development		2,972			2,276			5,821			4,637
Selling, general and administrative		4,434			4,637			9,151			9,195
Restructuring charges		(213	)		-			6			-
Total operating expenses		7,193			6,913			14,978			13,832
Loss from operations		(4,648	)		(1,513	)		(8,714	)		(1,354	)
Interest income, net		194			228			373			909
Other income, net		10			40			1,061			14
Loss before income tax benefit		(4,444	)		(1,245	)		(7,280	)		(431	)
Income tax benefit		(1,214	)		(217	)		(1,966	)		(63	)
Net loss	$	(3,230	)	$	(1,028	)	$	(5,314	)	$	(368	)

Net loss per share:
Basic	$	(0.11	)	$	(0.03	)	$	(0.18	)	$	(0.01	)
Diluted	$	(0.11	)	$	(0.03	)	$	(0.18	)	$	(0.01	)
Shares used in per share calculations:
Basic		30,177			29,659			30,050			29,383
Diluted		30,177			29,659			30,050			29,383

See accompanying Notes to Condensed Consolidated Financial Statements (unaudited)

Table of Contents

AEHR TEST SYSTEMS
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Unaudited)

	Three Months Ended						Six Months Ended
	November 28,			November 29,			November 28,			November 29,
(In thousands)	2025			2024			2025			2024
Net loss	$	(3,230	)	$	(1,028	)	$	(5,314	)	$	(368	)
Other comprehensive income (loss), net of tax:
Net change in cumulative translation adjustment		(15	)		(57	)		16			(33	)
Comprehensive loss	$	(3,245	)	$	(1,085	)	$	(5,298	)	$	(401	)

See accompanying Notes to Condensed Consolidated Financial Statements (unaudited)

Table of Contents

AEHR TEST SYSTEMS
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(Unaudited)

									Accumulated
						Additional			Other						Total
	Common Stock					Paid-in			Comprehensive			Accumulated			Shareholders'
(In thousands)	Shares			Amount		Capital			Loss			Deficit			Equity
Three Months Ended November 28, 2025
Balances, August 29, 2025		29,973		$	300	$	147,333		$	(95	)	$	(25,144	)		122,394
Issuance of common stock in public offering		384			3		9,368			-			-			9,371
Issuance of common stock under employee plans		285			3		894			-			-			897
Shares repurchased for tax withholdings on vesting of restricted stock units		(18	)		-		(491	)		-			-			(491	)
Stock-based compensation		-			-		1,850			-			-			1,850
Net loss		-			-		-			-			(3,230	)		(3,230	)
Foreign currency translation adjustment		-			-		-			(15	)		-			(15	)
Balances, November 28, 2025		30,624		$	306	$	158,954		$	(110	)	$	(28,374	)	$	130,776

									Accumulated
						Additional			Other						Total
	Common Stock					Paid-in			Comprehensive			Accumulated				Shareholders'
(In thousands)	Shares			Amount		Capital			Loss			Deficit			Equity
Six Months Ended November 28, 2025
Balances, May 30, 2025		29,877		$	299	$	145,758		$	(126	)	$	(23,060	)	$	122,871
Issuance of common stock in public offering		384			3		9,368			-			-			9,371
Issuance of common stock under employee plans		403			4		1,063			-			-			1,067
Shares repurchased for tax withholdings on vesting of restricted stock units		(40	)		-		(819	)		-			-			(819	)
Stock-based compensation		-			-		3,584			-			-			3,584
Net loss		-			-		-			-			(5,314	)		(5,314	)
Foreign currency translation adjustment		-			-		-			16			-			16
Balances, November 28, 2025		30,624		$	306	$	158,954		$	(110	)	$	(28,374	)	$	130,776

See accompanying Notes to Condensed Consolidated Financial Statements (unaudited)

Table of Contents

AEHR TEST SYSTEMS
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(Unaudited)

									Accumulated
						Additional			Other						Total
	Common Stock					Paid-in			Comprehensive			Accumulated			Shareholders'
(In thousands)	Shares			Amount		Capital			Loss			Deficit			Equity
Three Months Ended November 29, 2024
Balances, August 30, 2024		29,584		$	295	$	140,812		$	(134	)	$	(18,490	)	$	122,483
Issuance of common stock under employee plans		137			2		773			-			-			775
Shares repurchased for tax withholdings on vesting of restricted stock units		(12	)		-		(181	)		-			-			(181	)
Stock-based compensation		-			-		1,189			-			-			1,189
Net loss		-			-		-			-			(1,028	)		(1,028	)
Foreign currency translation adjustment		-			-		-			(57	)		-			(57	)
Balances, November 29, 2024		29,709		$	297	$	142,593		$	(191	)	$	(19,518	)	$	123,181

									Accumulated
						Additional			Other						Total
	Common Stock					Paid-in			Comprehensive			Accumulated				Shareholders'
(In thousands)	Shares			Amount		Capital			Loss			Deficit			Equity
Six Months Ended November 29, 2024
Balances, May 31, 2024		28,995		$	289	$	130,612		$	(158	)	$	(19,150	)	$	111,593
Issuance of common stock for business acqusition		552			6		9,375			-			-			9,381
Issuance of common stock under employee plans		184			2		829			-			-			831
Shares repurchased for tax withholdings on vesting of restricted stock units		(22	)		-		(343	)		-			-			(343	)
Stock-based compensation		-			-		2,120			-			-			2,120
Net loss		-			-		-			-			(368	)		(368	)
Foreign currency translation adjustment		-			-		-			(33	)					(33	)
Balances, November 29, 2024		29,709		$	297	$	142,593		$	(191	)	$	(19,518	)	$	123,181

See accompanying Notes to Condensed Consolidated Financial Statements (unaudited)

Table of Contents

AEHR TEST SYSTEMS
Condensed Consolidated Statements of Cash Flows
(Unaudited)
	Six Months Ended
	November 28,			November 29,
(In thousands)	2025			2024
Cash flows from operating activities:
Net loss	$	(5,314	)	$	(368	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense		3,512			1,945
Depreciation and amortization		1,433			953
Deferred income taxes		(1,962	)		(90	)
Amortization of operating lease right-of-use assets		360			506
Changes in operating assets and liabilities:
Accounts receivable		3,891			3,718
Inventories		(654	)		(3,638	)
Prepaid expenses and other current assets		2,108			(2,940	)
Accounts payable		(2,114	)		(1,880	)
Accrued expenses		(483	)		5
Deferred revenue		(1,539	)		(1,209	)
Operating lease liabilities		(697	)		(478	)
Income taxes payable		6			(17	)
Net cash used in operating activities		(1,453	)		(3,493	)

Cash flows from investing activities:
Purchases of property and equipment		(1,858	)		(518	)
Payments for business acquisition, net of cash and cash equivalents acquired		(1,801	)		(10,615	)
Net cash used in investing activities		(3,659	)		(11,133	)

Cash flows from financing activities:
Proceeds from issuance of common stock from public offering, net of issuance costs		9,371			-
Proceeds from issuance of common stock under employee plans		1,067			831
Shares repurchased for tax withholdings on vesting of restricted stock units		(819	)		(343	)
Net cash provided by financing activities		9,619			488

Effect of exchange rate changes on cash, cash equivalents and restricted cash		(2	)		(3	)

SEC Form 10-Q filed by Aehr Test Systems