AEHR TEST SYSTEMS (AEHR) – Company response
2026-03-31 · Re: Inc. Form 10-K for the Fiscal Year Ended May 30, 2025 Form 10-Q for the Three and Six Months Ended November 28, 2025 · Accession 0001654954-26-003080 · Agreed to revise
Responds to staff letter of 2026-03-17.
Segment Reporting (ASC 280)MD&A: Results & Known TrendsIncome TaxesKPIs, Metrics & Earnings CallsBusiness Description (Item 101)Concentrations & Receivables
2026-03-17 · Inc. Form 10-K for the Fiscal Year Ended May 30, 2025 Form 10-Q for the Three and Six Months Ended November 28, 2025 · Comment 1 · Critical Accounting Policies and Estimates, Income Taxes, page 24 Agreed to revise
Staff comment: We note your disclosure that you released a valuation allowance of $21.9 Million during the fiscal year ended May 31, 2024, based on your conclusion that it is more likely than not that your deferred tax assets will be realized. However, we see that you reported pretax losses in the fiscal year ended May 30, 2025, which continue through the six months ended November 28, 2025. Please update your Critical Accounting Policy in future filings to inform investors of your continued assessments of your valuation allowance in light of these losses and provide more transparent disclosure regarding the specific factors and estimates that impact your judgment in this area, including the assessment of… letter →
Company response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that it will enhance its disclosures in future filings regarding its assessment of the realizability of deferred tax assets and the related valuation allowance. Specifically, in future Annual Reports on Form 10-K, and in Quarterly Reports on Form 10-Q as appropriate, the Company will revise its critical accounting policy for income taxes to provide a more transparent disclosure regarding the ongoing evaluation of the need for a valuation allowance, including the significant factors and estimates affecting management’s judgment. Such disclosure will include, as applicable, discussion of the Company’s recent… response letter →
2026-03-17 · Inc. Form 10-K for the Fiscal Year Ended May 30, 2025 Form 10-Q for the Three and Six Months Ended November 28, 2025 · Comment 2 · Results of Operations, Discussion of Results of Operations, page 25 Agreed to revise
Staff comment: Throughout the discussion of results of operations, you indicate that multiple factors contributed to a material change in your results. Please revise future filings to quantify the impact of each material factor identified. Refer to Item 303(b)(2) of Regulation S-K and SEC Release No. 33-8350. letter →
Company response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that it will revise future filings, beginning with its next Form 10-Q, to the extent practicable, to quantify the impact of each material factor contributing to material changes in its results of operations, rather than describing such factors qualitatively only. In future filings, when multiple material factors contribute to a change in a financial statement line item, the Company will quantify the impact of each material driver, including by product line, geographic market, or other relevant category, as appropriate, to provide investors with a more transparent understanding of the underlying reasons for the… response letter →
2026-03-17 · Inc. Form 10-K for the Fiscal Year Ended May 30, 2025 Form 10-Q for the Three and Six Months Ended November 28, 2025 · Comment 3 · Revenue, page 25 Agreed to revise
Staff comment: Refer to the disclosure on page 12 that you derive a substantial portion of net sales from the sale of a relatively small number of systems with high dollar value. In that regard, please revise future filings to provide a more detailed quantified analysis of the drivers of fluctuations in your revenue, including the changes in the the number and type of systems sold and the impact of any changes in price ranges of systems sold during each period presented. Reference Item 303(b)(2) of Regulation S-K and SEC Release No. 33- 8350. letter →
Company response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that it will enhance its future disclosures regarding period-to-period fluctuations in revenue to provide a more detailed quantified analysis of the material drivers of such changes. Specifically, in future filings, the Company will, to the extent material and practicable, expand its MD&A revenue discussion to quantify changes in product mix, including the types of systems sold. The Company will also continue to quantify changes in other material revenue components, such as contactors, services, and other categories, as applicable, to provide investors with greater insight into the underlying causes of… response letter →
2026-03-17 · Inc. Form 10-K for the Fiscal Year Ended May 30, 2025 Form 10-Q for the Three and Six Months Ended November 28, 2025 · Comment 4 · Note 13. Segment and Concentration Information, page 19 Explained / pushed back
Staff comment: We see your discussion in MD&A that the rapid advancement of generative artificial intelligence (AI) and the accelerating electrification of transportation and global infrastructure represent two of the most significant macro-trends impacting the semiconductor industry today. These appear to represent two different end markets for your products as well, one with decreasing sales, and one with increasing sales, based on your reporting. Tell us how the changes in your business and related end markets impact how management reviews the business, your determination of operating segments, and all other general segment disclosures, including revenue by end market. letter →
Company response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that management has considered the impact of changes in its business and related end markets, including demand associated with generative AI and the electrification of transportation and infrastructure, in its determination of operating segments and related disclosures. As disclosed in Note 16 to the Company’s fiscal 2025 Annual Report on Form 10-K and Note 13 to the Company’s Quarterly Report on Form 10-Q for the quarter ended November 28, 2025, the Company has concluded that it operates as a single operating and reportable segment. The Company’s Chief Operating Decision Maker (“CODM”) reviews financial… response letter →
2026-03-17 · Inc. Form 10-K for the Fiscal Year Ended May 30, 2025 Form 10-Q for the Three and Six Months Ended November 28, 2025 · Comment 5 · all other general segment disclosures, including revenue by end market. Agreed to revise
Staff comment: In this regard, tell us how the acquisition of Incal Technology impacted your business segments and related disclosures. letter →
Company response: The Company respectfully advises the Staff that the acquisition of Incal Technology did not change the Company’s conclusion that it has one operating segment and one reportable segment. The acquisition of Incal Technology added complementary products that allow the Company to offer a broader range of testing products for both wafer-level and packaged-part burn-in applications. Following the acquisition, Incal’s operations were integrated into the Company’s existing organizational structure, including manufacturing, finance, sales, research and development, and other administrative functions. Consistent with that integration, the Company relocated Incal employees to Aehr’s principal Fremont… response letter →
2026-03-17 · Inc. Form 10-K for the Fiscal Year Ended May 30, 2025 Form 10-Q for the Three and Six Months Ended November 28, 2025 · Comment 6 · Operations, page 20 Agreed to revise
Staff comment: We see that you include only a short Overview in MD&A that focuses primarily on your products. In light of the significant changes to your business and the end markets for your products, revise your discussion in future filings to provide information about the quality of, and potential variability of, the company's earnings and cash flow, so that investors can ascertain the likelihood that past performance is indicative of future performance. Identify and disclose known trends, events, demands, commitments and uncertainties that are reasonably likely to have a material effect on financial condition or operating performance. letter →
Company response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that it will enhance its MD&A in future filings, including the Overview section, to provide a more robust discussion of the quality of its earnings and cash flows and the potential variability of its operating results. 5 As disclosed in the Company’s filings, the Company’s business has experienced significant changes in product mix and end-market demand, including reduced near-term demand in certain silicon carbide applications tied to electric vehicle market softness, and increased activity in artificial intelligence, data center, silicon photonics, Gallium Nitride, and packaged-part burn-in applications,… response letter →
Full letter on EDGAR → · Filing index · All AEHR TEST SYSTEMS (AEHR) correspondence
Segment Reporting (ASC 280) – what to check: Check ASU 2023-07 significant segment expense disclosure, CODM identification, and that MD&A segment discussion matches the ASC 280 note.
MD&A: Results & Known Trends – what to check: Quantify drivers of changes (price vs. volume), discuss known trends and uncertainties, and avoid repeating the financial statements.
Income Taxes – what to check: Explain valuation allowance positive/negative evidence and the drivers of effective rate changes.
KPIs, Metrics & Earnings Calls – what to check:
Business Description (Item 101) – what to check:
Concentrations & Receivables – what to check:
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