Form 10-Q - Quarterly report [Sections 13 or 15(d)]

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 29, 2024

☐	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 29,711,804 shares of the Registrant’s Common Stock outstanding as of January 2, 2025.

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	21
Item 3. Quantitative and Qualitative Disclosures About Market Risk	26
Item 4. Controls and Procedures	26
PART II OTHER INFORMATION
Item 1. Legal Proceedings	27
Item 1A. Risk Factors	27
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	27
Item 3. Defaults Upon Senior Securities	27
Item 4. Mine Safety Disclosures	27
Item 5. Other Information	27
Item 6. Exhibits	28
SIGNATURES	29

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PART I — FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

AEHR TEST SYSTEMS

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	November 29,			May 31,
(In thousands, except par value)	2024			2024
ASSETS
Current assets:
Cash and cash equivalents	$	32,217		$	49,159
Accounts receivable		7,333			9,796
Inventories		43,776			37,470
Prepaid expenses and other current assets		5,195			1,423
Total current assets		88,521			97,848
Property and equipment, net		4,306			3,253
Goodwill		10,742			-
Intangible assets, net		11,512			-
Deferred tax assets, net		18,585			20,773
Operating lease right-of-use assets, net		6,038			5,734
Other non-current assets		2,576			304
Total assets	$	142,280		$	127,912
LIABILITIES AND SHAREHOLDERS EQUITY
Current liabilities:
Accounts payable	$	4,854		$	5,332
Accrued expenses		5,392			3,366
Operating lease liabilities, short-term		858			465
Deferred revenue, short-term		613			1,345
Total current liabilities		11,717			10,508
Operating lease liabilities, long-term		5,574			5,732
Deferred revenue, long-term		52			41
Other long-term liabilities		1,756			38
Total liabilities		19,099			16,319
Commitments and contingencies (Note 7)
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: 29,709 shares and 28,995 shares at November 29, 2024 and May 31, 2024, respectively		297			289
Additional paid-in-capital		142,593			130,612
Accumulated other comprehensive loss		(191	)		(158	)
Accumulated deficit		(19,518	)		(19,150	)
Total shareholders' equity		123,181			111,593
Total liabilities and shareholders equity	$	142,280		$	127,912

See accompanying Notes to Condensed Consolidated Financial Statements (unaudited)

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AEHR TEST SYSTEMS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended					Six Months Ended
	November 29,			November 30,		November 29,			November 30,
(In thousands, except per share data)	2024			2023		2024			2023
Revenue:
Product	$	11,985		$	19,837	$	24,139		$	39,194
Services		1,468			1,594		2,433			2,861
Total revenue		13,453			21,431		26,572			42,055
Cost of revenue:
Product		7,426			9,707		12,844			19,626
Services		627			766		1,250			1,490
Total cost of revenue		8,053			10,473		14,094			21,116
Gross profit		5,400			10,958		12,478			20,939
Operating expenses:
Research and development		2,276			1,972		4,637			4,429
Selling, general and administrative		4,637			3,518		9,195			6,927
Total operating expenses		6,913			5,490		13,832			11,356
Income (loss) from operations		(1,513	)		5,468		(1,354	)		9,583
Interest income, net		228			631		909			1,212
Other income, net		40			10		14			4
Income (loss) before income tax expense (benefit)		(1,245	)		6,109		(431	)		10,799
Income tax expense (benefit)		(217	)		20		(63	)		36
Net income (loss)	$	(1,028	)	$	6,089	$	(368	)	$	10,763

Net income (loss) per share:
Basic	$	(0.03	)	$	0.21	$	(0.01	)	$	0.37
Diluted	$	(0.03	)	$	0.20	$	(0.01	)	$	0.36
Shares used in per share calculations:
Basic		29,659			28,801		29,383			28,725
Diluted		29,659			29,769		29,383			29,700

See accompanying Notes to Condensed Consolidated Financial Statements (unaudited)

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AEHR TEST SYSTEMS

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

	Three Months Ended					Six Months Ended
	November 29,			November 30,		November 29,			November 30,
(In thousands)	2024			2023		2024			2023
Net income (loss)	$	(1,028	)	$	6,089	$	(368	)	$	10,763
Other comprehensive income (loss), net of tax:
Net change in cumulative translation adjustment		(57	)		7		(33	)		4
Net change in unrealized gain on investments		-			-		-			17
Comprehensive income (loss)	$	(1,085	)	$	6,096	$	(401	)	$	10,784

See accompanying Notes to Condensed Consolidated Financial Statements (unaudited)

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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			Income (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			Income (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 acquisition		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)

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AEHR TEST SYSTEMS

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(Unaudited)

						Additional			Other						Total
	Common Stock					Paid-in			Comprehensive			Accumulated			Shareholders'
(In thousands)	Shares			Amount		Capital			Income (loss)			Deficit			Equity
Three Months Ended November 30, 2023
Balances, August 31, 2023		28,763		$	288	$	127,630		$	(141	)	$	(47,632	)	$	80,145
Issuance of common stock under employee plans		74			-		774			-			-			774
Issuance cost of common stock offering		-			-		(72	)		-			-			(72	)
Shares repurchased for tax withholdings on vesting of restricted stock units		(11	)		-		(448	)		-			-			(448	)
Stock-based compensation		-			-		659			-			-			659
Net income		-			-		-			-			6,089			6,089
Foreign currency translation adjustment		-			-		-			7			-			7
Balances, November 30, 2023		28,826		$	288	$	128,543		$	(134	)	$	(41,543	)	$	87,154

						Additional			Other						Total
	Common Stock					Paid-in			Comprehensive			Accumulated			Shareholders'
(In thousands)	Shares			Amount		Capital			Income (loss)			Deficit			Equity
Six Months Ended November 30, 2023
Balances, May 31, 2023		28,539		$	285	$	127,776		$	(155	)	$	(52,306	)	$	75,600
Issuance of common stock under employee plans		321			3		1,089			-			-			1,092
Issuance cost of common stock offering		-			-		(72	)		-			-			(72	)
Shares repurchased for tax withholdings on vesting of restricted stock units		(34	)		-		(1,460	)		-			-			(1,460	)
Stock-based compensation		-			-		1,210			-			-			1,210
Net income		-			-		-			-			10,763			10,763
Foreign currency translation adjustment		-			-		-			4			-			4
Net unrealized gains on investments		-			-		-			17			-			17
Balances, November 30, 2023		28,826		$	288	$	128,543		$	(134	)	$	(41,543	)	$	87,154

See accompanying Notes to Condensed Consolidated Financial Statements (unaudited)

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AEHR TEST SYSTEMS

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Six Months Ended
	November 29,			November 30,
(In thousands)	2024			2023
Cash flows from operating activities:
Net income (loss)	$	(368	)	$	10,763
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Stock-based compensation expense		1,945			1,160
Depreciation and amortization		953			283
Deferred income taxes		(90	)		-
Amortization of operating lease right-of-use assets		506			337
Accretion of investment discount		-			(130	)
Changes in operating assets and liabilities, net of acquisition:
Accounts receivable		3,718			12,037
Inventories		(3,638	)		(9,996	)
Prepaid expenses and other current assets		(2,940	)		(2,245	)
Accounts payable		(1,880	)		(5,099	)
Accrued expenses		5			(974	)
Deferred revenue		(1,209	)		(2,703	)
Operating lease liabilities		(478	)		(89	)
Income taxes payable		(17	)		12
Net cash provided by (used in) operating activities		(3,493	)		3,356

Cash flows from investing activities:
Purchases of property and equipment		(518	)		(440	)
Proceeds from maturities of investments		-			18,000
Payments for business acquisition, net of cash and cash equivalent acquired		(10,615	)		-
Net cash provided by (used in) investing activities		(11,133	)		17,560

Cash flows from financing activities:
Proceeds from issuance of common stock under employee plans		831			1,092
Shares repurchased for tax withholdings on vesting of restricted stock units		(343	)		(1,460	)
Proceeds from issuance of common stock from public offering, net of issuance costs		-			(72	)
Net cash provided by (used in) financing activities		488			(440	)

Effect of exchange rate changes on cash, cash equivalents and restricted cash		(3	)		(16	)

Net increase (decrease) in cash, cash equivalents and restricted cash		(14,141	)		20,460

Cash, cash equivalents and restricted cash, beginning of period ⁽¹⁾		49,309			30,204
Cash, cash equivalents and restricted cash, end of period ⁽¹⁾	$	35,168		$	50,664

(1) Includes restricted cash within prepaid expenses and other current assets and other non-current assets.

See accompanying Notes to Condensed Consolidated Financial Statements (unaudited)

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AEHR TEST SYSTEMS

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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 31, 2024 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 31, 2024.

Beginning on June 1, 2024, the Company changed its fiscal year to the 52- or 53-week period ending on the Friday nearest May 31. The second fiscal quarter in fiscal 2025 ended on November 29, 2024 and the Company’s fiscal year 2025 will end on May 30, 2025.

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.

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 31, 2024. Except for the accounting policies related to Business Combination and Goodwill and Intangible Assets, as discussed below, there have been no significant changes to these accounting policies during the three and six months ended November 29, 2024. 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.

Business Combination

The Company recognizes identifiable assets acquired and liabilities assumed at their acquisition date fair values. Goodwill is measured as the excess of the consideration transferred over the fair value of assets acquired and liabilities assumed on the acquisition date. While the Company uses its best estimates and assumptions as part of the purchase price allocation process to accurately value assets acquired and liabilities assumed, these estimates are inherently uncertain and subject to refinement. Key estimates and assumptions in valuing certain of the intangible assets and goodwill the Company has acquired include, but are not limited to, expected future cash flows from acquired developed technology, customer relationships, and trade names. Unanticipated events and circumstances could impact the accuracy or validity of such assumptions, estimates or actual results.

The authoritative guidance allows a measurement period of the purchase price allocation that ends when the entity has obtained all relevant information about facts that existed at the acquisition date, and that cannot exceed one year from the date of acquisition. As a result, during the measurement period the Company may record adjustments to the fair values of assets acquired and liabilities assumed, with the corresponding offset to goodwill to the extent that it identifies adjustments to the preliminary purchase price allocation. Upon conclusion of the measurement period or final determination of the values of the assets acquired and liabilities assumed, whichever comes first, any subsequent adjustments will be recorded in the consolidated statements of operations.

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Goodwill

Goodwill represents the excess of the total purchase price over the fair value of net identifiable assets acquired in a business combination. The Company assesses goodwill for impairment annually during each fourth fiscal quarter or whenever events or changes in circumstances indicate the carrying value may not be fully recoverable. In the valuation of goodwill, management estimates future cash flows to be derived from the Company’s business. If these estimates or their related assumptions change in the future, the Company may be required to record an impairment. Management may first evaluate qualitative factors to assess if it is more likely than not that the fair value of a reporting unit is less than its carrying amount and to determine if an impairment test is necessary. Management may choose to proceed directly to the quantitative impairment test, bypassing the initial qualitative assessment. The quantitative test compares the fair value of the reporting unit to its carrying value, including goodwill allocated to that reporting unit. A goodwill impairment loss would be the amount by which a reporting unit’s carrying value exceeds its fair value, however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit.

Definite-lived Intangible Assets

The Company performs valuations of assets acquired and liabilities assumed on the acquisition accounted for as a business combination and allocates the purchase price of the acquired business to the identifiable net tangible and intangible assets. The Company determines the appropriate useful life by performing an analysis of expected cash flows based on historical experience of the acquired businesses. Intangible assets are amortized over their estimated useful lives using the straight-line method which approximates the pattern of consumption of economic benefits.

Impairment of Long-Lived Assets

The Company evaluates long-lived assets, including property and equipment and intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets held and used is measured by a comparison of the carrying amount of an asset or an asset group to estimated undiscounted future net cash flows expected to be generated by the asset or asset group. If such evaluation indicates that the carrying amount of the asset or the asset group is not recoverable, any impairment loss would be equal to the amount the carrying value exceeds the fair value. There was no impairment recorded during the three and six months ended November 29, 2024 and November 30, 2023.

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:

	Three Months Ended						Six Months Ended
	November 29,			November 30,			November 29,			November 30,
	2024			2023			2024			2023

Customer A		46.5	%		46.9	%		68.4	%		66.9	%
Customer B		12.1	%		*			*			*
Customer C		*			34.6	%		*			20.0	%

* Amount was less than 10% of total revenues

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The Company had gross accounts receivable from individual customers in excess of 10% of gross accounts receivable as follows:

	November 29,			May 31,
	2024			2024

Customer A		*			49.9	%
Customer B		13.3	%		*
Customer C		20.3	%		16.5	%
Customer D		12.7	%		12.3	%
Customer E		12.7	%		*

* Amount was less than 10% of total gross accounts receivable

Recent Accounting Pronouncements Not Yet Adopted

Improvements to Reportable Segment Disclosures: In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07), which requires disclosure of incremental segment information on an annual and interim basis. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 on a retrospective basis. The Company is currently evaluating the effect of this pronouncement on its disclosures.

Improvements to Income Tax Disclosures: In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which expands the disclosures required for income taxes. This ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The amendment should be applied on a prospective basis while retrospective application is permitted. The Company is currently evaluating the effect of this pronouncement on its disclosures.

2. BUSINESS COMBINATION

On July 31, 2024, the Company completed its acquisition of Incal Technology, Inc. (“Incal”), a company that specializes in packaged part reliability/burn-in test solutions. The acquisition date fair value of the consideration transferred for Incal was approximately $22.2 million, which consisted of the following:

(In thousands)	Fair Value
Cash	$	10,631
Common stock under transfer restriction		9,381
Escrow payable		2,381
Working capital adjustments (1)		(240	)
Total	$	22,153

(1) Included in Prepaid expenses and other current assets

As part of the purchase consideration, the Company issued 552,355 shares of its restricted common stock. The restricted stock issued to the shareholders of Incal is subject to a six-month holding period, during which time the shares cannot be transferred or sold without registration under the Securities Act of 1933, as amended, or pursuant to an available exemption. The fair value of the restricted shares was determined based on the closing price of the Company’s common stock on the acquisition date, adjusted for a discount related to the lack of marketability due to the transfer restrictions. The total fair value of the restricted shares issued as part of the consideration was $9.4 million.

The escrow payable recorded at the acquisition date represented the present value of total escrow amount. The total escrow amount at the acquisition date included: (1) $2.1 million designated for the sellers' indemnification obligations and expected to be settled after 15 months, and (2) $0.7 million designated for the sellers' payment obligations and expected to be settled after 60 days. The escrow payable will be settled with cash of $2.8 million held in an escrow account for working capital adjustments and potential indemnification obligations in connection with the acquisition of Incal. Of the $2.8 million cash restricted in escrow, $0.7 million is included in Prepaid expenses and other current assets and $2.1 million is included in Other noncurrent assets.

During the three months ended November 29, 2024, the Company updated the purchase consideration, which reflects a reduction in the receivable related to the working capital adjustment from $0.8 million to $0.2 million and a reduction in escrow payable related to indemnification from $2.8 million to $2.5 million, based on negotiations with the seller. As a result, the total purchase consideration has been adjusted from $21.9 million to $22.2 million. Accordingly, the goodwill balance has increased from $10.4 million to $10.7 million.

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The following table summarizes the preliminary fair value of the assets acquired and liabilities assumed at the acquisition date:

(In thousands)	Fair Value
Cash	$	16
Accounts receivable		1,285
Inventory		2,829
Goodwill		10,742
Property and equipment		129
Intangible assets		12,000
Operating lease right-of-use assets		810
Other assets, current and noncurrent		63
Accounts payable, accrued expenses and other liabilities, current and noncurrent		(2,240	)
Deferred revenue		(489	)
Operating lease liabilities, current and noncurrent		(714	)
Deferred tax liabilities, net		(2,278	)
Total	$	22,153

The goodwill recognized in connection with the acquisition is primarily attributable to anticipated synergies from future growth and will not be deductible for income tax purposes.

The following table summarizes the fair value of the separately identifiable intangible assets at the time of acquisition:

			Estimated Useful life
(In thousands)	Fair Value		(in years)
Developed technology	$	9,130		12
Trade names		1,050		10
Customer relationships		810		11
Non-compete agreements and others		1,010		1-3
Total intangible assets acquired	$	12,000

Acquisition-related costs were $0.5 million for the six months ended November 29, 2024 and were expensed in the period incurred within selling, general and administrative expense in the Company's Condensed Consolidated Statements of Operations.

The Company's Condensed Consolidated Statement of Operations includes $5.0 million in revenue and $0.4 million in net income contributed by Incal from the date of acquisition. Pro forma results of operations for this acquisition have not been presented, as the acquisition was not determined to be significant as of the date of acquisition.

The purchase consideration allocation remains preliminary, and as additional information becomes available, the Company may further revise it during the remainder of the measurement period.

3. 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.

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The following table represents the Company’s assets measured at fair value on a recurring basis as of November 29, 2024, and the basis for that measurement:

	Balance as of
(In thousands)	November 29, 2024		Level 1		Level 2		Level 3
Money market funds	$	31,123	$	31,123	$	-	$	-
Total	$	31,123	$	31,123	$	-	$	-

The following table represents the Company’s assets measured at fair value on a recurring basis as of May 31, 2024, and the basis for that measurement:

	Balance as of
(In thousands)	May 31, 2024		Level 1		Level 2		Level 3
Money market funds	$	44,280	$	44,280	$	-	$	-
Total	$	44,280	$	44,280	$	-	$	-

Included in money market funds as of November 29, 2024 and May 31, 2024 is $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 November 29, 2024 and May 31, 2024. There were no transfers between Level 1 and Level 2 fair value measurements during the six months ended November 29, 2024. 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.

4. BALANCE SHEET INFORMATION

Inventories

Inventories consisted of the following:

	November 29,		May 31,
(In thousands)	2024		2024
Raw materials and sub-assemblies	$	25,200	$	22,410
Work in process		13,953		13,593
Finished goods		4,623		1,467
	$	43,776	$	37,470

Property and equipment

Property and equipment, net consisted of the following:

	Useful life	November 29,			May 31,
(In thousands)	(in years)	2024			2024
Leasehold improvements	*	$	2,699		$	1,588
Machinery and equipment	3 - 5		4,718			4,528
Test equipment	4 - 5		1,965			1,928
Furniture and fixtures	2 - 5		198			175
			9,580			8,219
Less: accumulated depreciation			(5,274	)		(4,966	)
		$	4,306		$	3,253

* Lesser of estimated useful life or lease term.

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Depreciation expense was $0.2 million and $0.4 million for the three and six months ended November 29, 2024, respectively. Depreciation expense was $0.1 million and $0.3 million for the three and six months ended November 30, 2023, respectively.

Product warranties

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

The following is a summary of changes in the Company's liability for product warranties during the three and six months ended November 29, 2024 and November 30, 2023:

	Three Months Ended						Six Months Ended
	November 29,			November 30,			November 29,			November 30,
(In thousands)	2024			2023			2024			2023
Balance at the beginning of the period	$	219		$	232		$	234		$	267
Accruals for warranties issued during the period		130			162			308			227
Warranties acquired through business combination		144			-			144			-
Consumption of reserves		(135	)		(173	)		(328	)		(273	)
Balance at the end of the period	$	358		$	221		$	358		$	221

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:

	November 29,		May 31,
(In thousands)	2024		2024
Customer deposits	$	511	$	1,248
Deferred revenue		102		97
	$	613	$	1,345

5. GOODWILL AND PURCHASED INTANGIBLE ASSETS

Goodwill

The Company's goodwill activity during the six months ended November 29, 2024 was as follows:

(In thousands)	Total
Balance as of May 31, 2024	$	-
Addition due to business combination		10,742
Balance as of November 29, 2024	$	10,742

There were no impairments to goodwill during the three and six months ended November 29, 2024.

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Purchased Intangible Assets

The Company’s purchased intangible assets, net, were as follows:

	November 29, 2024
(In thousands)			Accumulated
Finite-lived intangible assets:	Gross		Amortization			Net
Developed technology	$	9,130	$	(254	)	$	8,876
Trade names		1,050		(35	)		1,015
Customer relationships		810		(25	)		785
Non-compete agreements and others		1,010		(174	)		836
Total	$	12,000	$	(488	)	$	11,512

Amortization expense related to purchased intangible assets with finite lives was $0.3 million and $0.5 million for the three and six months ended November 29, 2024, respectively.

As of November 29, 2024, the estimated future amortization expense of purchased intangible assets with finite lives is as follows:

(In thousands)	Amount
Remainder of 2025	$	731
2026		1,229
2027		1,183
2028		980
2029		940
Thereafter		6,449
Total	$	11,512

There were no impairment charges related to purchased intangible assets for the three and six months ended November 29, 2024.

6. INCOME TAXES

The following table provides details of income taxes:

	Three Months Ended						Six Months Ended
	November 29,			November 30,			November 29,			November 30,
(In thousands)	2024			2023			2024			2023
Income (loss) before income tax expense (benefit)	$	(1,245	)	$	6,109		$	(431	)	$	10,799
Income tax expense (benefit)		(217	)		20			(63	)		36
Effective tax rate		17.4	%		0.3	%		14.6	%		0.3	%

The Company’s effective tax rate varies from the U.S. federal statutory rate of 21% primarily due to the research and development credits available to apply against federal and California income and the tax expense from stock-based compensation.

The determination of income taxes for the three and six months ended November 29, 2024 and November 30, 2023, respectively, was based on the Company’s estimated annual effective tax rate. For the three and six months ended November 29, 2024, the Company recognized a tax benefit due to quarter-to-date and year-to-date losses in the U.S.. Tax expense for the three and six months ended November 30, 2023 was primarily due to profitable foreign subsidiaries. Provision for income taxes for the three and six months ended November 30, 2023 did not included tax expense related to U.S. operations due to a valuation allowance. The Company maintained a full valuation allowance on all the U.S. net deferred tax assets through the first nine months of fiscal 2024. In the fourth quarter of fiscal 2024, the Company concluded that the valuation allowance related to the U.S. federal and state deferred tax assets was no longer required due to existence of sufficient positive evidence to support that it is more likely than not that its deferred tax assets are realizable. A significant income tax benefit of $21.9 million was recognized due to release of a valuation allowance in the fourth quarter of fiscal 2024.

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.

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7. 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 December 3, 2024, a shareholder class action lawsuit captioned Lucid Alternative Fund, LP v. Aehr Test Systems, Inc. was filed in the United States District Court for the Northern District of California against the Company. The lawsuit alleges, in part, that the Company and certain of its executives made materially false and misleading statements regarding the Company’s earnings guidance and other financial projections for 2024. The lawsuit seeks unspecified monetary damages and purports to represent purchasers of the Company’s securities between January 9, 2024 and March 24, 2024. Additionally, a shareholder derivative complaint was filed, alleging breaches of fiduciary duties and other misconduct by certain directors and officers of the Company. The Company believes the claims are meritless and intends to vigorously defend its position. Given the procedural posture and the nature of the case, including that the pending proceeding is in the early stages, that alleged damages have not been specified, that uncertainty exists as to the likelihood of a class or classes being certified or the ultimate size of any class or classes if certified, and that there are significant factual and legal issues to be resolved, the Company is unable to make a reasonable estimate of the potential loss or range of losses, if any, that might arise from this matter.

On October 18, 2024, the Company filed a complaint with the China Suzhou Intermediate 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, 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 December 19, 2024, Semight filed a petition for acceptance of request for invalidation to the aforementioned Chinese patents with the Department of National Intellectual Properties in Beijing.

In the normal course of business to facilitate sales of its products, the Company indemnifies other parties, including customers, with respect to certain matters, for example, including 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 flow.

8. SHAREHOLDERS’ EQUITY

On August 25, 2021, the Board of Directors authorized management to take actions necessary for the execution of a $75 million shelf registration. A Registration Statement on Form S-3 was filed with the SEC on September 3, 2021. A Prospectus Supplement for an "At the Market" ("ATM") sale of up to $25 million of common stock was subsequently filed on September 17, 2021. The Company sold 1,696,729 shares of common stock at an average selling price of $14.73 per share between September and October 2021. The gross proceeds to the Company were $25.0 million, before commission fees of $0.7 million and offering expenses of $0.3 million. Another Prospectus Supplement for an ATM sale of up to $25 million of common stock was subsequently filed on February 8, 2023. The Company sold 208,917 shares of common stock at an average selling price of $34.78 per share in February 2023. The gross proceeds to the Company during the quarter ended February 28, 2023 were $7.3 million, before commissions of $0.2 million and offering expenses of $0.2 million. The 2021 registration statement expired in September 2024.

On October 15, 2024, the Board of Directors authorized management to execute a new $100 million shelf registration, and a Registration Statement on Form S-3 was filed with the SEC. Additionally, a Prospectus Supplement for an ATM offering of up to $40 million of common stock was filed. No proceeds were raised from the ATM during the three and six months ended November 29, 2024. The remaining amount of the ATM offering was $40 million as of November 29, 2024.

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9. 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:

	Three Months Ended				Six Months Ended
	November 29,		November 30,		November 29,		November 30,
(In thousands)	2024		2023		2024		2023
Asia	$	9,825	$	18,922	$	22,403	$	38,153
United States		3,462		676		3,984		1,465
Europe		166		1,833		185		2,437
	$	13,453	$	21,431	$	26,572	$	42,055

	Three Months Ended				Six Months Ended
	November 29,		November 30,		November 29,		November 30,
(In thousands)	2024		2023		2024		2023
Systems	$	3,410	$	10,685	$	3,470	$	18,779
Contactors		8,575		9,152		20,669		20,415
Services		1,468		1,594		2,433		2,861
	$	13,453	$	21,431	$	26,572	$	42,055

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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:

	Three Months Ended				Six Months Ended
	November 29,		November 30,		November 29,		November 30,
(In thousands)	2024		2023		2024		2023
Timing of revenue recognition:
Products and services transferred at a point in time	$	13,231	$	20,974	$	26,148	$	40,985
Services transferred over time		222		457		424		1,070
	$	13,453	$	21,431	$	26,572	$	42,055

Contract balances

Accounts receivable are recognized in the period the Company delivers goods or provides services and when the Company’s right to consideration 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 November 29, 2024 and May 31, 2024, unbilled receivables were $0.2 million and $0.2 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 November 29, 2024 and May 31, 2024 were $0.7 million and $1.4 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 and six months ended November 29, 2024, the Company recognized $0.06 million and $1.1 million in revenue, respectively, which were included in contract liabilities as of May 31, 2024.

Remaining performance obligations

As of November 29, 2024, the remaining performance obligations, exclusive of customer deposits, which were comprised 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.

10. 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 11 in the Company’s Annual Report on Form 10-K for fiscal 2024 filed on July 30, 2024 for further information regarding the equity incentive plans and the ESPP.

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The following table summarizes the stock-based compensation expense for the three and six months ended November 29, 2024 and November 30, 2023:

	Three Months Ended				Six Months Ended
	November 29,		November 30,		November 29,		November 30,
(In thousands)	2024		2023		2024		2023
Cost of sales	$	69	$	101	$	162	$	164
Research and development		278		139		486		292
Selling, general and administrative		728		398		1,297		704
	$	1,075	$	638	$	1,945	$	1,160

Stock-based compensation expense totaling $0.5 million and $0.3 million was capitalized as part of inventory as of November 29, 2024 and May 31, 2024, respectively.

The Company’s nonvested RSU, PRSU and restricted shares activities during the six months ended November 29, 2024 were as follows:

				Weighted
				Average Grant
				Date Fair
	Shares			Value
	(in thousands)			Per Share
Unvested, May 31, 2024		294		$	20.08
Granted (1)		555			15.23
Vested		(32	)		12.42
Forfeited		-			-
Unvested, August 30, 2024		817		$	17.09
Granted (1)		10			13.01
Vested		(47	)		15.33
Forfeited		-			-
Unvested, November 29, 2024		780		$	17.14

(1)

Includes 262,000 performance-based awards, of which 80,000 performance-based awards have target achievement goals whereby the grantee can earn up to 200% of the original award (up to 161,000 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 and six months ended November 29, 2024 and November 30, 2023.

During the six months ended November 29, 2024 and November 30, 2023, the Company issued 41,000 and 24,000 shares, respectively, under the ESPP. As of November 29, 2024 and November 30, 2023, ESPP shares of 285,000 and 373,000, respectively, were available for issuance.

11. 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 (loss) 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.

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The following table presents the computation of basic and diluted net income (loss) per share:

	Three Months Ended					Six Months Ended
	November 29,			November 30,		November 29,			November 30,
(In thousands, except per share data)	2024			2023		2024			2023
Numerator:
Net income (loss)	$	(1,028	)	$	6,089	$	(368	)	$	10,763
Denominator:
Basic weighted average shares outstanding		29,659			28,801		29,383			28,725
Dilutive effect of common equivalent shares outstanding		-			968		-			975
Diluted weighted average shares outstanding		29,659			29,769		29,383			29,700

Net income (loss) per share - Basic	$	(0.03	)	$	0.21	$	(0.01	)	$	0.37
Net income (loss) per share - Diluted	$	(0.03	)	$	0.20	$	(0.01	)	$	0.36

Antidilutive employee share-based awards, excluded		1,747			9		1,622			4

12. 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:

	November 29,		May 31,
(In thousands)	2024		2024
United States	$	4,206	$	3,128
International		100		125
Total long-lived assets, net	$	4,306	$	3,253

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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 and Section 21E of the Securities Exchange Act of 1934. 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 effect 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 set forth in Item 1. “Business” 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 31, 2024, filed with the Securities and Exchange Commission on July 30, 2024. 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 part form, and have installed thousands of systems worldwide. Decarbonization, generative AI and digitalization is driving increased quality, reliability, safety, and security needs of semiconductors used across multiple applications, including electric vehicles, electric vehicle charging infrastructure, solar and wind power, computing, data and telecommunications infrastructure, and solid-state memory and storage. The trend is driving additional test requirements, incremental capacity needs, and new opportunities for our test products and solutions.

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 other power semiconductors, 2D and 3D sensors used in mobile phones, tablets, and other computing devices, 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 on the FOX-NP and FOX-XP systems up to nine DiePaks at a time.

In connection with the acquisition of Incal Technology, Inc. (“Incal”), our product portfolio further expanded to include packaged parts burn-in solutions for the full range of power and complexity of integrated circuits. Incal’s product lines feature the Sonoma series for ultra-high-power burn-in testing, the Tahoe series for medium-power reliability burn-in, and the Echo series for low-power and high parallelism testing. The Sonoma line, with its ultra-high-power capabilities, is specifically designed to address the reliability and burn-in needs of the burgeoning demand for AI accelerators, GPUs, high-performance computing (HPC) processors, and devices that can reach levels of power as high as 1600W. The Sonoma is available in its standard configuration, which hosts up to 22 slots per chamber, and in its production version, which has 12 slots per chamber. The Tahoe and Echo lines for medium-power and low-power burn-in solutions, respectively, target logic, SoC, and mixed-signal devices employed in mobile communications, mobility, medical, military, aerospace, and data center applications. These systems are frequently used by independent test and burn-in labs, as well as semiconductor manufacturers.

Our net revenue consists primarily of sales of FOX-P systems, Sonoma/Tahoe/Echo systems, WaferPak Aligners and DiePak Loaders, WaferPak contactors, DiePak carriers, test fixtures, upgrades and spare parts, service contracts 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.

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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 derived from historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Those results form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. For a discussion of the critical accounting policies, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates” in our Annual Report on Form 10-K for the fiscal year ended May 31, 2024.

Except for the critical accounting estimates related to Business Combination and Impairment of Goodwill and Long-lived Assets newly discussed below, there have been no material changes to our critical accounting policies and estimates during the six months ended November 29, 2024 compared to those discussed in our Annual Report on Form 10-K for the fiscal year ended May 31, 2024.

Business Combinations Accounting for business combinations requires management to make significant estimates and assumptions to determine the fair values of assets acquired and liabilities assumed at the acquisition date. The assumptions and estimates are based, in part, on historical experience and information obtained from management of the acquired company and are inherently uncertain. Critical estimates in valuing certain acquired intangible assets include, but are not limited to, future expected cash flows including revenue growth rate assumptions from product sales, customer orders and acquired technologies, estimated royalty rates used in valuing technology-related intangible assets, and discount rates. The discount rates used to discount expected future cash flows to present value are typically derived from a weighted-average cost of capital analysis and adjusted to reflect inherent risks. Unanticipated events and circumstances may occur that could affect either the accuracy or validity of such assumptions, estimates or actual results.

Impairment of Goodwill We assess goodwill for impairment annually during our fourth fiscal quarter or whenever events or changes in circumstances indicate the carrying value may not be fully recoverable. The process of evaluating the potential impairment of goodwill requires significant judgment. We may first evaluate qualitative factors to assess if it is more likely than not that the fair value of a reporting unit is less than its carrying amount and to determine if an impairment test is necessary. We may choose to proceed directly to the quantitative impairment test, bypassing the initial qualitative assessment. The quantitative test compares the fair value of the reporting unit to its carrying value, including goodwill allocated to that reporting unit. A goodwill impairment loss would be the amount by which a reporting unit’s carrying value exceeds its fair value, however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit.

Impairments of Long-Lived Assets We monitor the carrying value of long-lived assets for potential impairment each quarter based on whether certain triggering events have occurred. These events include current period losses combined with a history of losses, or a projection of continuing losses, or a significant decrease in the market value of an asset. When a triggering event occurs, we perform an impairment calculation, comparing projected undiscounted cash flows, utilizing current cash flow information and expected growth rates, to the carrying value of the assets. If we identify impairment for long-lived assets to be held and used, we compare the assets’ current carrying value to the assets’ fair value. Fair value is determined based on market values or discounted future cash flows. We record impairment when the carrying value exceeds fair market value.

We have not recorded any impairment charges during the three and six months ended November 29, 2024 and November 30, 2023.

Results of Operations

Fiscal Year

Beginning on June 1, 2024, we have changed our fiscal year to the 52- or 53-week period ending on the Friday nearest May 31. Our second fiscal quarter in fiscal 2025 ended on November 29, 2024, and our fiscal year 2025 will end on May 30, 2025.

Impact of Acquisition

We completed the acquisition of Incal Technology, Inc. (“Incal”) on July 31, 2024. We may quantitatively disclose the impact of the revenue and expense contributions from the acquisition where such discussions are significant to understanding our financial results.

Table of Contents

Discussion of Results of Operations for the Three and Six Months Ended November 29, 2024 compared to the Three and Six Months Ended November 30, 2023

Revenues

Revenue by Category	Three Months Ended							Six Months Ended
	November 29,			November 30,			Percent	November 29,			November 30,			Percent
(Dollars in thousands)	2024			2023			Change	2024			2023			Change
Products	$	11,985		$	19,837		(40%)	$	24,139		$	39,194		(38%)
Services		1,468			1,594		(8%)		2,433			2,861		(15%)
Total revenues	$	13,453		$	21,431		(37%)	$	26,572		$	42,055		(37%)
Products as a percentage of total revenues		89.1	%		92.6	%			90.8	%		93.2	%
Services as a percentage of total revenues		10.9	%		7.4	%			9.2	%		6.8	%

Revenue decreased to $13.5 million for the three months ended November 29, 2024 from $21.4 million for the three months ended November 30, 2023, driven by a decrease in shipments of our systems and contactors, as well as reduced delivery of our services, primarily due to the continued softness in the power semiconductor demand for electric vehicles. Our systems revenue decreased by $7.3 million due to the decrease in our FOX-P systems revenue, which was partially offset by the increase in package parts burn-in systems revenue of $4.8 million in connection with the Incal acquisition. Our contactors revenue decreased by $0.6 million and our services revenue decreased by $0.1 million.

Revenue decreased to $26.6 million for the six months ended November 29, 2024 from $42.1 million for the six months ended November 30, 2023, driven by a decrease in shipments of our systems and in delivery of our services due to the continued softness in the power semiconductor demand for electric vehicles. Our systems revenue decreased by $15.3 million due to the decrease in our FOX-P systems revenue, which was partially offset by the increase in package parts burn-in systems revenue of $5.0 million in connection with the Incal acquisition. Our services revenue decreased by $0.4 million and was partially offset by an increase in our contactors revenue of $0.2 million.

Revenue by Geography	Three Months Ended								Six Months Ended
	November 29,			November 30,			Percent		November 29,			November 30,			Percent
(Dollars in thousands)	2024			2023			Change		2024			2023			Change
Asia	$	9,825		$	18,922			(48%)	$	22,403		$	38,153			(41%)
United States		3,462			676			412%		3,984			1,465			172%
Europe		166			1,833			(91%)		185			2,437			(92%)
Total revenues	$	13,453		$	21,431			(37%)	$	26,572		$	42,055			(37%)
Asia as a percentage of total revenues		73.0	%		88.3	%				84.3	%		90.7	%
United States as a percentage of total revenues		25.7	%		3.2	%				15.0	%		3.5	%
Europe as a percentage of total revenues		1.3	%		8.5	%				0.7	%		5.8	%

On a geographic basis, revenues represent products that were shipped to or services that were performed at our customer locations. For the three and six months ended November 29, 2024 compared to the three and six months ended November 30, 2023, revenue decreased in Asia and Europe, primarily due to a decline in shipments of our systems driven by the continued softness in the power semiconductor demand for electric vehicles. This was partially offset by an increase in revenue in the United States, driven by contributions from Incal customers.

Gross Margin

Gross Profit by Category	Three Months Ended								Six Months Ended
	November 29,			November 30,			Percent		November 29,			November 30,			Percent
(Dollars in thousands)	2024			2023			Change		2024			2023			Change
Products	$	4,559		$	10,130			(55%)	$	11,295		$	19,568		(42%)
Services		841			828			2%		1,183			1,371		(14%)
Gross profit	$	5,400		$	10,958			(51%)	$	12,478		$	20,939		(40%)

Gross Margin by Category
Product		38.0	%		51.1	%				46.8	%		49.9	%
Services		57.3	%		51.9	%				48.6	%		47.9	%
Gross margin		40.1	%		51.1	%				47.0	%		49.8	%

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Gross profit decreased to $5.4 million for the three months ended November 29, 2024 from $11.0 million for the three months ended November 30, 2023. Gross margin decreased to 40.1% for the three months ended November 29, 2024 from 51.1% for the three months ended November 30, 2023. The decrease in gross margin of 11.0 percentage points was primarily due to the amortization of acquired intangible assets, the acquisition related fair value adjustment to inventory, lower system shipments leading to reduced manufacturing efficiencies, and a change in product mix.

Gross profit decreased to $12.5 million for the six months ended November 29, 2024 from $20.9 million for the six months ended November 30, 2023. Gross margin decreased to 47.0% for the six months ended November 29, 2024 from 49.8% for the six months ended November 30, 2023. The 2.8 percentage point decrease in gross margin was primarily due to the amortization of acquired intangible assets, the acquisition related fair value adjustment to inventory, lower system shipments leading to reduced manufacturing efficiencies, and a change in product mix.

Research and Development

	Three Months Ended									Six Months Ended
	November 29,			November 30,			Percent			November 29,			November 30,			Percent
(Dollars in thousands)	2024			2023			Change			2024			2023			Change
Research and development	$	2,276		$	1,972			15	%	$	4,637		$	4,429			5	%
As a percentage of total revenues		16.9	%		9.2	%					17.5	%		10.5	%

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 to $2.3 million for the three months ended November 29, 2024, compared to $2.0 million for the three months ended November 30, 2023. The increase of $0.3 million was primarily driven by higher employment costs and increased license subscription fees due to an increase in headcount.

Research and development expenses increased to $4.6 million for the six months ended November 29, 2024, compared to $4.4 million for the six months ended November 30, 2023, primarily due to the higher employment costs and increased license subscription fees.

Selling, General and Administrative

	Three Months Ended									Six Months Ended
	November 29,			November 30,			Percent			November 29,			November 30,			Percent
(Dollars in thousands)	2024			2023			Change			2024			2023			Change
Selling, general and administrative	$	4,637		$	3,518			32	%	$	9,195		$	6,927			33	%
As a percentage of total revenues		34.5	%		16.4	%					34.6	%		16.5	%

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 to $4.6 million for the three months ended November 29, 2024, compared to $3.5 million for the three months ended November 30, 2023. The increase was primarily driven by a $0.7 million in additional expenses from the newly acquired business, a $0.3 million increase in stock-based compensation expenses and higher professional service fees.

Selling, general and administrative expenses increased to $9.2 million for the six months ended November 29, 2024, compared to $6.9 million for the six months ended November 30, 2023. The increase was primarily driven by $1.1 million in additional selling, general and administrative expenses from the newly acquired business, $0.5 million in acquisition related costs and a $0.6 million increase in stock-based compensation expenses.

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Interest and Other Income, Net

	Three Months Ended						Six Months Ended
	November 29,		November 30,		Percent		November 29,		November 30,		Percent
(Dollars in thousands)	2024		2023		Change		2024		2023		Change
Interest income, net	$	228	$	631		(64%)	$	909	$	1,212		(25%)
Other income, net		40		10		300%		14		4		250%
Interest and other income, net	$	268	$	641		(58%)	$	923	$	1,216		(24%)

Interest and other income, net, primarily consists of interest income and foreign currency transaction exchange gains and losses. Interest and other income, net, decreased for the three and six months ended November 29, 2024, compared to the same periods in the prior year, primarily driven by lower interest income earned due to lower average cash balances and lower yields from our investments in money market funds.

Income tax expense (benefit)

Three Months Ended

Six Months Ended

November 29,

November 30,

Percent

November 29,

November 30,

Percent

(Dollars in thousands)

2024

2023

Change

2024

2023

Change

Income tax expense (benefit)

(217

)

N.M.

(63

)

(275%)

N.M. – not meaningful

For the three and six months ended November 29, 2024, the Company recognized an income tax benefit due to quarter-to-date and year-to-date losses in the U.S. For the three and six months ended November 30, 2023, income tax expense was primarily related to foreign operations as the Company maintained a full valuation allowance on all the U.S. net deferred tax assets through the first six months of fiscal 2024.

Liquidity and Capital Resources

Cash, cash equivalents, and restricted cash were $35.2 million as of November 29, 2024, compared to $50.7 million as of November 30, 2023. 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.

	Six Months Ended
	November 29,			November 30,
(In thousands)	2024			2023			Change
Operating activities	$	(3,493	)	$	3,356		$	(6,849	)
Investing activities		(11,133	)		17,560			(28,693	)
Financing activities		488			(440	)		928
Effect of exchange rate changes on cash, cash equivalents and restricted cash		(3	)		(16	)		13
Net increase (decrease) in cash, cash equivalents and restricted cash	$	(14,141	)	$	20,460		$	(34,601	)

Net Cash Flows Provided by (Used in) Operating Activities

The $6.8 million decrease in cash flows from operating activities for the six months ended November 29, 2024, compared to the six months ended November 30, 2023, was driven primarily by a net loss in the current period, compared to a net income in the prior period, and a decrease in cash provided by collection of accounts receivable due to lower revenue, which were partially offset by a decrease in cash used in procuring inventory and payments to vendors and a smaller reduction in deferred revenue due to timing of customer deposits and revenue recognition.

Net Cash Flows Provided by (Used in) Investing Activities

Net cash used in investing activities increased by $28.7 million for the six months ended November 29, 2024 compared to the six months ended November 30, 2023. The increase in net cash used was primarily due to the maturity of our short-term investments of $18.0 million during the six months ended November 30, 2023, while there was no such maturity of investment during the six months ended November 29, 2024. Additionally, the Company paid $10.6 million to acquire Incal during the six months ended November 29, 2024.

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Net Cash Flows Provided by (Used in) Financing Activities

Net cash provided by financing activities increased by $0.9 million for the six months ended November 29, 2024, compared to the six months ended November 30, 2023. The increase was primarily due to a reduction in shares repurchased for tax withholdings on vesting of restricted stock units, partially offset by a reduction in proceeds from issuance of common stock under employee plans.

Off-Balance Sheet Agreements

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 31, 2024.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

As a smaller reporting company, we are not required to provide the information under this item.

Item 4. Controls and Procedures

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 November 29, 2024, in connection with the filing of this Quarterly Report on Form 10-Q. Based on that evaluation as of November 29, 2024, 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 November 29, 2024, that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

Table of Contents

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

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 7 – Commitments and Contingencies in the Notes to Condensed Consolidated Financial Statements.

Item 1A. Risk Factors

Item 1A, “Risk Factors,” on pages 11 through 18 of the Company’s Annual Report on Form 10-K for the year ended May 31, 2024, provides information on the significant risks associated with our business. Since the filing of the Annual Report, we have identified the following material risk factor:

Geopolitical Tensions and Changes in Government Trade Policies Could Adversely Affect Our Operations in China and Our Business, Results of Operations and Financial Condition

Heightened geopolitical tensions between the United States and China could create barriers to selling our products and services to customers in China as there is currently significant uncertainty about the future relationship between the United States and China with respect to trade policies, treaties, tariffs and taxes. These barriers may include increased tariffs and other trade barriers, regulatory restrictions, or limitations on technology transfer. Any such developments, including changes in trade policies, export and import restrictions, or diplomatic relations under the current or future administration, could adversely affect our ability to compete in the Chinese market and impair our growth prospects in China, as well as our business, results of operations, and financial condition.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

During the fiscal quarter ended November 29, 2024, 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).

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Item 6. Exhibits

Exhibit Number				Description

3.1(1)				Restated Article of Incorporation of Registrant

3.2(2)				Amended and Restated Bylaws of the Registrant

4.1(3)				Form of Common Stock certificate

31.01				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.†

31.02				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.†

32.01				Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

32.02				Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

101.INS				XBRL Instance Document.†

101.SCH				XBRL Taxonomy Extension Schema Document.†

101.CAL				XBRL Taxonomy Extension Calculation Linkbase Document.†

101.DEF				XBRL Taxonomy Extension Definition Linkbase Document.†

101.LAB				XBRL Taxonomy Extension Label Linkbase Document.†

101.PRE				XBRL Taxonomy Extension Presentation Linkbase Document.†

1	Incorporated by reference to 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 Current Report on Form 8-K filed October 19, 2021 (File No. 000-22893)
3	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.

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SIGNATURES

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

	AEHR TEST SYSTEMS

Date: January 13, 2025	By:	/s/ GAYN ERICKSON
		Gayn Erickson
		President and Chief Executive Officer
		(Principal Executive Officer)

Date: January 13, 2025	By:	/s/ CHRIS P. SIU
		Chris P. Siu
		Executive Vice President of Finance, and Chief Financial Officer
		(Principal Financial and Accounting Officer)

nullnullnullnull

Cover - shares	6 Months Ended
Cover - shares	Nov. 29, 2024	Jan. 09, 2025
Cover [Abstract]
Entity Registrant Name	AEHR TEST SYSTEMS
Entity Central Index Key	0001040470
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Nov. 29, 2024
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2025
Entity Common Stock Shares Outstanding		29,711,804
Entity File Number	000-22893
Entity Incorporation State Country Code	CA
Entity Tax Identification Number	94-2424084
Entity Address Address Line 1	400 Kato Terrace
Entity Address City Or Town	Fremont
Entity Address State Or Province	CA
Entity Address Postal Zip Code	94539
City Area Code	510
Local Phone Number	623-9400
Security 12b Title	Common Stock par value of $0.01 per share
Trading Symbol	AEHR
Security Exchange Name	NASDAQ
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands	Nov. 29, 2024	May 31, 2024
Current assets:
Cash and cash equivalents	$ 32,217	$ 49,159
Accounts receivable	7,333	9,796
Inventories	43,776	37,470
Prepaid expenses and other current assets	5,195	1,423
Total current assets	88,521	97,848
Property and equipment, net	4,306	3,253
Goodwill	10,742	0
Intangible assets, net	11,512	0
Deferred tax assets, net	18,585	20,773
Operating lease right-of-use assets, net	6,038	5,734
Other non-current assets	2,576	304
Total assets	142,280	127,912
Current liabilities:
Accounts payable	4,854	5,332
Accrued expenses	5,392	3,366
Operating lease liabilities, short-term	858	465
Deferred revenue, short-term	613	1,345
Total current liabilities	11,717	10,508
Operating lease liabilities, long-term	5,574	5,732
Deferred revenue, long-term	52	41
Other long-term liabilities	1,756	38
Total liabilities	19,099	16,319
Shareholders equity:
Preferred stock, $0.01 par value: Authorized: 10,000 shares; Issued and outstanding: none	0	0
Common stock, $0.01 par value: Authorized: 75,000 shares; Issued and outstanding: 29,709 shares and 28,995 shares at November 29, 2024 and May 31, 2024, respectively	297	289
Additional paid-in-capital	142,593	130,612
Accumulated other comprehensive loss	(191)	(158)
Accumulated deficit	(19,518)	(19,150)
Total shareholders' equity	123,181	111,593
Total liabilities and shareholders equity	$ 142,280	$ 127,912

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Nov. 29, 2024	May 31, 2024
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	75,000,000	75,000,000
Common stock, shares issued	29,709,000	28,995,000
Common stock, shares outstanding	29,709,000	28,995,000

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Nov. 29, 2024	Nov. 30, 2023	Nov. 29, 2024	Nov. 30, 2023
Revenue:
Total revenue	$ 13,453	$ 21,431	$ 26,572	$ 42,055
Total revenue	(13,453)	(21,431)	(26,572)	(42,055)
Cost of revenue:
Total cost of revenue	8,053	10,473	14,094	21,116
Gross profit	5,400	10,958	12,478	20,939
Operating expenses:
Research and development	2,276	1,972	4,637	4,429
Selling, general and administrative	4,637	3,518	9,195	6,927
Total operating expenses	6,913	5,490	13,832	11,356
Income (loss) from operations	(1,513)	5,468	(1,354)	9,583
Interest income, net	228	631	909	1,212
Other income, net	40	10	14	4
Income (loss) before income tax expense (benefit)	(1,245)	6,109	(431)	10,799
Income tax expense (benefit)	(217)	20	(63)	36
Net income (loss)	$ (1,028)	$ 6,089	$ (368)	$ 10,763
Net income (loss) per share:
Net income (loss) per share: Basic	$ (0.03)	$ 0.21	$ (0.01)	$ 0.37
Net income (loss) per share: Diluted	$ (0.03)	$ 0.20	$ (0.01)	$ 0.36
Shares used in per share calculations:
Basic	29,659	28,801	29,383	28,725
Diluted	29,659	29,769	29,383	29,700
Services [Member]
Revenue:
Total revenue	$ 1,468	$ 1,594	$ 2,433	$ 2,861
Total revenue	(1,468)	(1,594)	(2,433)	(2,861)
Cost of revenue:
Total cost of revenue	627	766	1,250	1,490
Products [Member]
Revenue:
Total revenue	11,985	19,837	24,139	39,194
Total revenue	(11,985)	(19,837)	(24,139)	(39,194)
Cost of revenue:
Total cost of revenue	$ 7,426	$ 9,707	$ 12,844	$ 19,626

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Nov. 29, 2024	Nov. 30, 2023	Nov. 29, 2024	Nov. 30, 2023
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited)
Net income (loss)	$ (1,028)	$ 6,089	$ (368)	$ 10,763
Other comprehensive income (loss), net of tax:
Net change in cumulative translation adjustment	(57)	7	(33)	4
Net change in unrealized gain on investments	0	0	0	17
Comprehensive income (loss)	$ (1,085)	$ 6,096	$ (401)	$ 10,784

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited) - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock	Additional Paid-In Capital	Accumulated Other Comprehensive Income (loss)	Accumulated Deficit
Balance, shares at May. 31, 2023		28,539
Balance, amount at May. 31, 2023	$ 75,600	$ 285	$ 127,776	$ (155)	$ (52,306)
Issuance of common stock under employee plans, shares		321
Issuance of common stock under employee plans, amount	1,092	$ 3	1,089	0	0
Issuance cost of common stock offering	(72)	$ 0	(72)	0	0
Shares repurchased for tax withholdings on vesting of restricted stock units, shares		34
Shares repurchased for tax withholdings on vesting of restricted stock units, amount	1,460	$ 0	1,460	0	0
Stock-based compensation	1,210	0	1,210	0	0
Net income (loss)	10,763	0	0	0	10,763
Foreign currency translation adjustment	4	0	0	4	0
Net unrealized gains on investments	17	$ 0	0	17	0
Balance, shares at Nov. 30, 2023		28,826
Balance, amount at Nov. 30, 2023	87,154	$ 288	128,543	(134)	(41,543)
Balance, shares at Aug. 31, 2023		28,763
Balance, amount at Aug. 31, 2023	80,145	$ 288	127,630	(141)	(47,632)
Issuance of common stock under employee plans, shares		74
Issuance of common stock under employee plans, amount	774	$ 0	774	0	0
Issuance cost of common stock offering	(72)	$ 0	(72)	0	0
Shares repurchased for tax withholdings on vesting of restricted stock units, shares		11
Shares repurchased for tax withholdings on vesting of restricted stock units, amount	448	$ 0	448	0	0
Stock-based compensation	659	0	659	0	0
Net income (loss)	6,089	0	0	0	6,089
Foreign currency translation adjustment	7	$ 0	0	7	0
Balance, shares at Nov. 30, 2023		28,826
Balance, amount at Nov. 30, 2023	87,154	$ 288	128,543	(134)	(41,543)
Balance, shares at May. 31, 2024		28,995
Balance, amount at May. 31, 2024	111,593	$ 289	130,612	(158)	(19,150)
Issuance of common stock under employee plans, shares		184
Issuance of common stock under employee plans, amount	831	$ 2	829	0	0
Shares repurchased for tax withholdings on vesting of restricted stock units, shares		22
Shares repurchased for tax withholdings on vesting of restricted stock units, amount	343	$ 0	343	0	0
Stock-based compensation	2,120	0	2,120	0	0
Net income (loss)	(368)	0	0	0	(368)
Foreign currency translation adjustment	(33)	$ 0	0	(33)	0
Issuance of common stock for business acquisition, shares		552
Issuance of common stock for business acquisition, amount	9,381	$ 6	9,375	0	0
Balance, shares at Nov. 29, 2024		29,709
Balance, amount at Nov. 29, 2024	123,181	$ 297	142,593	(191)	(19,518)
Balance, shares at Aug. 30, 2024		29,584
Balance, amount at Aug. 30, 2024	122,483	$ 295	140,812	(134)	(18,490)
Issuance of common stock under employee plans, shares		137
Issuance of common stock under employee plans, amount	775	$ 2	773	0	0
Shares repurchased for tax withholdings on vesting of restricted stock units, shares		12
Shares repurchased for tax withholdings on vesting of restricted stock units, amount	181	$ 0	181	0	0
Stock-based compensation	1,189	0	1,189	0	0
Net income (loss)	(1,028)	0	0	0	(1,028)
Foreign currency translation adjustment	(57)	$ 0	0	(57)	0
Balance, shares at Nov. 29, 2024		29,709
Balance, amount at Nov. 29, 2024	$ 123,181	$ 297	$ 142,593	$ (191)	$ (19,518)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Nov. 29, 2024	Nov. 30, 2023
Cash flows from operating activities:
Net income (loss)	$ (368)	$ 10,763
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Stock-based compensation expense	1,945	1,160
Depreciation and amortization	953	283
Deferred income taxes	(90)	0
Amortization of operating lease right-of-use assets	506	337
Accretion of investment discount	0	(130)
Changes in operating assets and liabilities, net of acquisition:
Accounts receivable	3,718	12,037
Inventories	(3,638)	(9,996)
Prepaid expenses and other current assets	(2,940)	(2,245)
Accounts payable	(1,880)	(5,099)
Accrued expenses	5	(974)
Deferred revenue	(1,209)	(2,703)
Operating lease liabilities	(478)	(89)
Income taxes payable	(17)	12
Net cash provided by (used in) operating activities	(3,493)	3,356
Cash flows from investing activities:
Purchases of property and equipment	(518)	(440)
Proceeds from maturities of investments	0	18,000
Payments for business acquisition, net of cash and cash equivalent acquired	(10,615)	0
Net cash provided by (used in) investing activities	(11,133)	17,560
Cash flows from financing activities:
Proceeds from issuance of common stock under employee plans	831	1,092
Shares repurchased for tax withholdings on vesting of restricted stock units	(343)	(1,460)
Proceeds from issuance of common stock from public offering, net of issuance costs	0	(72)
Net cash provided by (used in) financing activities	488	(440)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(3)	(16)
Net increase (decrease) in cash, cash equivalents and restricted cash	(14,141)	20,460
Cash, cash equivalents and restricted cash, beginning of period (1)	49,309	30,204
Cash, cash equivalents and restricted cash, end of period (1)	$ 35,168	$ 50,664

ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Nov. 29, 2024

ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Organization

Basis of Presentation

Principles of Consolidation

Critical Accounting Policies and use of Estimates

Business Combination

Goodwill

Definite-lived Intangible Assets

Impairment of Long-Lived Assets

Concentration of Credit Risk

	Three Months Ended						Six Months Ended
	November 29,			November 30,			November 29,			November 30,
	2024			2023			2024			2023

Customer A		46.5	%		46.9	%		68.4	%		66.9	%
Customer B		12.1	%		*			*			*
Customer C		*			34.6	%		*			20.0	%

* Amount was less than 10% of total revenues

The Company had gross accounts receivable from individual customers in excess of 10% of gross accounts receivable as follows:

	November 29,			May 31,
	2024			2024

Customer A		*			49.9	%
Customer B		13.3	%		*
Customer C		20.3	%		16.5	%
Customer D		12.7	%		12.3	%
Customer E		12.7	%		*

* Amount was less than 10% of total gross accounts receivable

Recent Accounting Pronouncements Not Yet Adopted

BUSINESS COMBINATION

6 Months Ended

Nov. 29, 2024

BUSINESS COMBINATION

BUSINESS COMBINATION

2. BUSINESS COMBINATION

(In thousands)	Fair Value
Cash	$	10,631
Common stock under transfer restriction		9,381
Escrow payable		2,381
Working capital adjustments (1)		(240	)
Total	$	22,153

(1) Included in Prepaid expenses and other current assets

The following table summarizes the preliminary fair value of the assets acquired and liabilities assumed at the acquisition date:

(In thousands)	Fair Value
Cash	$	16
Accounts receivable		1,285
Inventory		2,829
Goodwill		10,742
Property and equipment		129
Intangible assets		12,000
Operating lease right-of-use assets		810
Other assets, current and noncurrent		63
Accounts payable, accrued expenses and other liabilities, current and noncurrent		(2,240	)
Deferred revenue		(489	)
Operating lease liabilities, current and noncurrent		(714	)
Deferred tax liabilities, net		(2,278	)
Total	$	22,153

The goodwill recognized in connection with the acquisition is primarily attributable to anticipated synergies from future growth and will not be deductible for income tax purposes.

The following table summarizes the fair value of the separately identifiable intangible assets at the time of acquisition:

			Estimated Useful life
(In thousands)	Fair Value		(in years)
Developed technology	$	9,130		12
Trade names		1,050		10
Customer relationships		810		11
Non-compete agreements and others		1,010		1-3
Total intangible assets acquired	$	12,000

The purchase consideration allocation remains preliminary, and as additional information becomes available, the Company may further revise it during the remainder of the measurement period.

FAIR VALUE OF FINANCIAL INSTRUMENTS

6 Months Ended

Nov. 29, 2024

FAIR VALUE OF FINANCIAL INSTRUMENTS

FAIR VALUE OF FINANCIAL INSTRUMENTS

3. FAIR VALUE OF FINANCIAL INSTRUMENTS

Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

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 November 29, 2024, and the basis for that measurement:

	Balance as of
(In thousands)	November 29, 2024		Level 1		Level 2		Level 3
Money market funds	$	31,123	$	31,123	$	-	$	-
Total	$	31,123	$	31,123	$	-	$	-

The following table represents the Company’s assets measured at fair value on a recurring basis as of May 31, 2024, and the basis for that measurement:

	Balance as of
(In thousands)	May 31, 2024		Level 1		Level 2		Level 3
Money market funds	$	44,280	$	44,280	$	-	$	-
Total	$	44,280	$	44,280	$	-	$	-

BALANCE SHEET INFORMATION

6 Months Ended

Nov. 29, 2024

BALANCE SHEET INFORMATION

BALANCE SHEET INFORMATION

4. BALANCE SHEET INFORMATION

Inventories

Inventories consisted of the following:

	November 29,		May 31,
(In thousands)	2024		2024
Raw materials and sub-assemblies	$	25,200	$	22,410
Work in process		13,953		13,593
Finished goods		4,623		1,467
	$	43,776	$	37,470

Property and equipment

Property and equipment, net consisted of the following:

	Useful life	November 29,			May 31,
(In thousands)	(in years)	2024			2024
Leasehold improvements	*	$	2,699		$	1,588
Machinery and equipment	3 - 5		4,718			4,528
Test equipment	4 - 5		1,965			1,928
Furniture and fixtures	2 - 5		198			175
			9,580			8,219
Less: accumulated depreciation			(5,274	)		(4,966	)
		$	4,306		$	3,253

* Lesser of estimated useful life or lease term.

Product warranties

The following is a summary of changes in the Company's liability for product warranties during the three and six months ended November 29, 2024 and November 30, 2023:

	Three Months Ended						Six Months Ended
	November 29,			November 30,			November 29,			November 30,
(In thousands)	2024			2023			2024			2023
Balance at the beginning of the period	$	219		$	232		$	234		$	267
Accruals for warranties issued during the period		130			162			308			227
Warranties acquired through business combination		144			-			144			-
Consumption of reserves		(135	)		(173	)		(328	)		(273	)
Balance at the end of the period	$	358		$	221		$	358		$	221

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:

	November 29,		May 31,
(In thousands)	2024		2024
Customer deposits	$	511	$	1,248
Deferred revenue		102		97
	$	613	$	1,345

GOODWILL AND PURCHASED INTANGIBLE ASSETS

6 Months Ended

Nov. 29, 2024

GOODWILL AND PURCHASED INTANGIBLE ASSETS

GOODWILL AND PURCHASED INTANGIBLE ASSETS

5. GOODWILL AND PURCHASED INTANGIBLE ASSETS

Goodwill

The Company's goodwill activity during the six months ended November 29, 2024 was as follows:

(In thousands)	Total
Balance as of May 31, 2024	$	-
Addition due to business combination		10,742
Balance as of November 29, 2024	$	10,742

There were no impairments to goodwill during the three and six months ended November 29, 2024.

Purchased Intangible Assets

The Company’s purchased intangible assets, net, were as follows:

	November 29, 2024
(In thousands)			Accumulated
Finite-lived intangible assets:	Gross		Amortization			Net
Developed technology	$	9,130	$	(254	)	$	8,876
Trade names		1,050		(35	)		1,015
Customer relationships		810		(25	)		785
Non-compete agreements and others		1,010		(174	)		836
Total	$	12,000	$	(488	)	$	11,512

Amortization expense related to purchased intangible assets with finite lives was $0.3 million and $0.5 million for the three and six months ended November 29, 2024, respectively.

As of November 29, 2024, the estimated future amortization expense of purchased intangible assets with finite lives is as follows:

(In thousands)	Amount
Remainder of 2025	$	731
2026		1,229
2027		1,183
2028		980
2029		940
Thereafter		6,449
Total	$	11,512

There were no impairment charges related to purchased intangible assets for the three and six months ended November 29, 2024.

INCOME TAXES

6 Months Ended

Nov. 29, 2024

INCOME TAXES

INCOME TAXES

6. INCOME TAXES

The following table provides details of income taxes:

	Three Months Ended						Six Months Ended
	November 29,			November 30,			November 29,			November 30,
(In thousands)	2024			2023			2024			2023
Income (loss) before income tax expense (benefit)	$	(1,245	)	$	6,109		$	(431	)	$	10,799
Income tax expense (benefit)		(217	)		20			(63	)		36
Effective tax rate		17.4	%		0.3	%		14.6	%		0.3	%

COMMITMENTS AND CONTINGENCIES

6 Months Ended

Nov. 29, 2024

Commitments and contingencies (Note 7)

COMMITMENTS AND CONTINGENCIES

7. 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

SHAREHOLDERS EQUITY

6 Months Ended

Nov. 29, 2024

SHAREHOLDERS EQUITY

EQUITY

8. SHAREHOLDERS’ EQUITY

REVENUE

6 Months Ended

Nov. 29, 2024

REVENUE

REVENUE

9. REVENUE

Revenue recognition

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:

	Three Months Ended				Six Months Ended
	November 29,		November 30,		November 29,		November 30,
(In thousands)	2024		2023		2024		2023
Asia	$	9,825	$	18,922	$	22,403	$	38,153
United States		3,462		676		3,984		1,465
Europe		166		1,833		185		2,437
	$	13,453	$	21,431	$	26,572	$	42,055

	Three Months Ended				Six Months Ended
	November 29,		November 30,		November 29,		November 30,
(In thousands)	2024		2023		2024		2023
Systems	$	3,410	$	10,685	$	3,470	$	18,779
Contactors		8,575		9,152		20,669		20,415
Services		1,468		1,594		2,433		2,861
	$	13,453	$	21,431	$	26,572	$	42,055

	Three Months Ended				Six Months Ended
	November 29,		November 30,		November 29,		November 30,
(In thousands)	2024		2023		2024		2023
Timing of revenue recognition:
Products and services transferred at a point in time	$	13,231	$	20,974	$	26,148	$	40,985
Services transferred over time		222		457		424		1,070
	$	13,453	$	21,431	$	26,572	$	42,055

Contract balances

Remaining performance obligations

Costs to obtain or fulfill a contract

STOCK-BASED COMPENSATION

6 Months Ended

Nov. 29, 2024

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION

10. STOCK-BASED COMPENSATION

The following table summarizes the stock-based compensation expense for the three and six months ended November 29, 2024 and November 30, 2023:

	Three Months Ended				Six Months Ended
	November 29,		November 30,		November 29,		November 30,
(In thousands)	2024		2023		2024		2023
Cost of sales	$	69	$	101	$	162	$	164
Research and development		278		139		486		292
Selling, general and administrative		728		398		1,297		704
	$	1,075	$	638	$	1,945	$	1,160

Stock-based compensation expense totaling $0.5 million and $0.3 million was capitalized as part of inventory as of November 29, 2024 and May 31, 2024, respectively.

The Company’s nonvested RSU, PRSU and restricted shares activities during the six months ended November 29, 2024 were as follows:

				Weighted
				Average Grant
				Date Fair
	Shares			Value
	(in thousands)			Per Share
Unvested, May 31, 2024		294		$	20.08
Granted (1)		555			15.23
Vested		(32	)		12.42
Forfeited		-			-
Unvested, August 30, 2024		817		$	17.09
Granted (1)		10			13.01
Vested		(47	)		15.33
Forfeited		-			-
Unvested, November 29, 2024		780		$	17.14

(1)

There were no options granted during the three and six months ended November 29, 2024 and November 30, 2023.

NET INCOME PER SHARE

6 Months Ended

Nov. 29, 2024

Net income (loss) per share:

NET INCOME PER SHARE

11. NET INCOME (LOSS) PER SHARE

The following table presents the computation of basic and diluted net income (loss) per share:

	Three Months Ended					Six Months Ended
	November 29,			November 30,		November 29,			November 30,
(In thousands, except per share data)	2024			2023		2024			2023
Numerator:
Net income (loss)	$	(1,028	)	$	6,089	$	(368	)	$	10,763
Denominator:
Basic weighted average shares outstanding		29,659			28,801		29,383			28,725
Dilutive effect of common equivalent shares outstanding		-			968		-			975
Diluted weighted average shares outstanding		29,659			29,769		29,383			29,700

Net income (loss) per share - Basic	$	(0.03	)	$	0.21	$	(0.01	)	$	0.37
Net income (loss) per share - Diluted	$	(0.03	)	$	0.20	$	(0.01	)	$	0.36

Antidilutive employee share-based awards, excluded		1,747			9		1,622			4

SEGMENT AND CONCENTRATION INFORMATION

6 Months Ended

Nov. 29, 2024

SEGMENT AND CONCENTRATION INFORMATION

SEGMENT INFORMATION

12. SEGMENT AND CONCENTRATION INFORMATION

Property and equipment, net by geographic area are as follows:

	November 29,		May 31,
(In thousands)	2024		2024
United States	$	4,206	$	3,128
International		100		125
Total long-lived assets, net	$	4,306	$	3,253

ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Nov. 29, 2024

ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Organization

Principles of Consolidation

Critical Accounting Policies and use of Estimates

Impairment of Long-Lived Assets

Concentration of Credit Risk

	Three Months Ended						Six Months Ended
	November 29,			November 30,			November 29,			November 30,
	2024			2023			2024			2023

Customer A		46.5	%		46.9	%		68.4	%		66.9	%
Customer B		12.1	%		*			*			*
Customer C		*			34.6	%		*			20.0	%

* Amount was less than 10% of total revenues

The Company had gross accounts receivable from individual customers in excess of 10% of gross accounts receivable as follows:

	November 29,			May 31,
	2024			2024

Customer A		*			49.9	%
Customer B		13.3	%		*
Customer C		20.3	%		16.5	%
Customer D		12.7	%		12.3	%
Customer E		12.7	%		*

* Amount was less than 10% of total gross accounts receivable

Recent Accounting Pronouncements Not Yet Adopted

Basis of Presentation

Business Combination

Goodwill

Definite-lived Intangible Assets

ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables)

6 Months Ended

Nov. 29, 2024

ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Revenue from major customers

	Three Months Ended						Six Months Ended
	November 29,			November 30,			November 29,			November 30,
	2024			2023			2024			2023

Customer A		46.5	%		46.9	%		68.4	%		66.9	%
Customer B		12.1	%		*			*			*
Customer C		*			34.6	%		*			20.0	%

	November 29,			May 31,
	2024			2024

Customer A		*			49.9	%
Customer B		13.3	%		*
Customer C		20.3	%		16.5	%
Customer D		12.7	%		12.3	%
Customer E		12.7	%		*

BUSINESS COMBINATION (Tables)

6 Months Ended

Nov. 29, 2024

BUSINESS COMBINATION

Schedule of fair value of the separately identifiable intangible assets

			Estimated Useful life
(In thousands)	Fair Value		(in years)
Developed technology	$	9,130		12
Trade names		1,050		10
Customer relationships		810		11
Non-compete agreements and others		1,010		1-3
Total intangible assets acquired	$	12,000

Schedule of acquisition date fair value of the consideration

(In thousands)	Fair Value
Cash	$	10,631
Common stock under transfer restriction		9,381
Escrow payable		2,381
Working capital adjustments (1)		(240	)
Total	$	22,153

Fair value of the assets acquired and liabilities

(In thousands)	Fair Value
Cash	$	16
Accounts receivable		1,285
Inventory		2,829
Goodwill		10,742
Property and equipment		129
Intangible assets		12,000
Operating lease right-of-use assets		810
Other assets, current and noncurrent		63
Accounts payable, accrued expenses and other liabilities, current and noncurrent		(2,240	)
Deferred revenue		(489	)
Operating lease liabilities, current and noncurrent		(714	)
Deferred tax liabilities, net		(2,278	)
Total	$	22,153

FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)

6 Months Ended

Nov. 29, 2024

FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair value of assets and liabilities

	Balance as of
(In thousands)	November 29, 2024		Level 1		Level 2		Level 3
Money market funds	$	31,123	$	31,123	$	-	$	-
Total	$	31,123	$	31,123	$	-	$	-

	Balance as of
(In thousands)	May 31, 2024		Level 1		Level 2		Level 3
Money market funds	$	44,280	$	44,280	$	-	$	-
Total	$	44,280	$	44,280	$	-	$	-

BALANCE SHEET INFORMATION (Tables)

6 Months Ended

Nov. 29, 2024

BALANCE SHEET INFORMATION

Inventories

	November 29,		May 31,
(In thousands)	2024		2024
Raw materials and sub-assemblies	$	25,200	$	22,410
Work in process		13,953		13,593
Finished goods		4,623		1,467
	$	43,776	$	37,470

Property and equipment, net

	Useful life	November 29,			May 31,
(In thousands)	(in years)	2024			2024
Leasehold improvements	*	$	2,699		$	1,588
Machinery and equipment	3 - 5		4,718			4,528
Test equipment	4 - 5		1,965			1,928
Furniture and fixtures	2 - 5		198			175
			9,580			8,219
Less: accumulated depreciation			(5,274	)		(4,966	)
		$	4,306		$	3,253

Warranty reserve

	Three Months Ended						Six Months Ended
	November 29,			November 30,			November 29,			November 30,
(In thousands)	2024			2023			2024			2023
Balance at the beginning of the period	$	219		$	232		$	234		$	267
Accruals for warranties issued during the period		130			162			308			227
Warranties acquired through business combination		144			-			144			-
Consumption of reserves		(135	)		(173	)		(328	)		(273	)
Balance at the end of the period	$	358		$	221		$	358		$	221

Customer deposits and deferred revenue, short-term

	November 29,		May 31,
(In thousands)	2024		2024
Customer deposits	$	511	$	1,248
Deferred revenue		102		97
	$	613	$	1,345

GOODWILL AND PURCHASED INTANGIBLE ASSETS (Tables)

6 Months Ended

Nov. 29, 2024

GOODWILL AND PURCHASED INTANGIBLE ASSETS

Schedule of Goodwill

(In thousands)	Total
Balance as of May 31, 2024	$	-
Addition due to business combination		10,742
Balance as of November 29, 2024	$	10,742

Purchased Intangible Assets

	November 29, 2024
(In thousands)			Accumulated
Finite-lived intangible assets:	Gross		Amortization			Net
Developed technology	$	9,130	$	(254	)	$	8,876
Trade names		1,050		(35	)		1,015
Customer relationships		810		(25	)		785
Non-compete agreements and others		1,010		(174	)		836
Total	$	12,000	$	(488	)	$	11,512

Schedule of estimated future amortization expense

(In thousands)	Amount
Remainder of 2025	$	731
2026		1,229
2027		1,183
2028		980
2029		940
Thereafter		6,449
Total	$	11,512

INCOME TAXES (Tables)

6 Months Ended

Nov. 29, 2024

INCOME TAXES

Domestic and foreign components of loss before income tax (expense) benefit

	Three Months Ended						Six Months Ended
	November 29,			November 30,			November 29,			November 30,
(In thousands)	2024			2023			2024			2023
Income (loss) before income tax expense (benefit)	$	(1,245	)	$	6,109		$	(431	)	$	10,799
Income tax expense (benefit)		(217	)		20			(63	)		36
Effective tax rate		17.4	%		0.3	%		14.6	%		0.3	%

REVENUE (Tables)

6 Months Ended

Nov. 29, 2024

REVENUE

Disaggregation of revenue

	Three Months Ended				Six Months Ended
	November 29,		November 30,		November 29,		November 30,
(In thousands)	2024		2023		2024		2023
Asia	$	9,825	$	18,922	$	22,403	$	38,153
United States		3,462		676		3,984		1,465
Europe		166		1,833		185		2,437
	$	13,453	$	21,431	$	26,572	$	42,055

	Three Months Ended				Six Months Ended
	November 29,		November 30,		November 29,		November 30,
(In thousands)	2024		2023		2024		2023
Systems	$	3,410	$	10,685	$	3,470	$	18,779
Contactors		8,575		9,152		20,669		20,415
Services		1,468		1,594		2,433		2,861
	$	13,453	$	21,431	$	26,572	$	42,055

	Three Months Ended				Six Months Ended
	November 29,		November 30,		November 29,		November 30,
(In thousands)	2024		2023		2024		2023
Timing of revenue recognition:
Products and services transferred at a point in time	$	13,231	$	20,974	$	26,148	$	40,985
Services transferred over time		222		457		424		1,070
	$	13,453	$	21,431	$	26,572	$	42,055

STOCKBASED COMPENSATION (Tables)

6 Months Ended

Nov. 29, 2024

STOCK-BASED COMPENSATION

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

	Three Months Ended				Six Months Ended
	November 29,		November 30,		November 29,		November 30,
(In thousands)	2024		2023		2024		2023
Cost of sales	$	69	$	101	$	162	$	164
Research and development		278		139		486		292
Selling, general and administrative		728		398		1,297		704
	$	1,075	$	638	$	1,945	$	1,160

Nonvested RSU activity

				Weighted
				Average Grant
				Date Fair
	Shares			Value
	(in thousands)			Per Share
Unvested, May 31, 2024		294		$	20.08
Granted (1)		555			15.23
Vested		(32	)		12.42
Forfeited		-			-
Unvested, August 30, 2024		817		$	17.09
Granted (1)		10			13.01
Vested		(47	)		15.33
Forfeited		-			-
Unvested, November 29, 2024		780		$	17.14

NET INCOME PER SHARE (Tables)

6 Months Ended

Nov. 29, 2024

Net income (loss) per share:

Earnings per share

	Three Months Ended					Six Months Ended
	November 29,			November 30,		November 29,			November 30,
(In thousands, except per share data)	2024			2023		2024			2023
Numerator:
Net income (loss)	$	(1,028	)	$	6,089	$	(368	)	$	10,763
Denominator:
Basic weighted average shares outstanding		29,659			28,801		29,383			28,725
Dilutive effect of common equivalent shares outstanding		-			968		-			975
Diluted weighted average shares outstanding		29,659			29,769		29,383			29,700

Net income (loss) per share - Basic	$	(0.03	)	$	0.21	$	(0.01	)	$	0.37
Net income (loss) per share - Diluted	$	(0.03	)	$	0.20	$	(0.01	)	$	0.36

Antidilutive employee share-based awards, excluded		1,747			9		1,622			4

SEGMENT INFORMATION (Tables)

6 Months Ended

Nov. 29, 2024

SEGMENT AND CONCENTRATION INFORMATION

Property and equipment by geographic region

	November 29,		May 31,
(In thousands)	2024		2024
United States	$	4,206	$	3,128
International		100		125
Total long-lived assets, net	$	4,306	$	3,253

ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Details)	3 Months Ended		6 Months Ended		12 Months Ended
	Nov. 29, 2024	Nov. 30, 2023	Nov. 29, 2024	Nov. 30, 2023	May 31, 2024
Net Sales \| Customer A
Concentration risk	46.50%	46.90%	68.40%	66.90%
Net Sales \| Customer C
Concentration risk	0.00%	34.60%	0.00%	20.00%
Net Sales \| Customer B
Concentration risk	12.10%	0.00%	0.00%	0.00%
Accounts Receivable \| Customer A
Concentration risk			0.00%		49.90%
Accounts Receivable \| Customer B
Concentration risk			13.30%		0.00%
Accounts Receivable \| Customer C
Concentration risk			20.30%		16.50%
Accounts Receivable \| Customer D
Concentration risk			12.70%		12.30%
Accounts Receivable \| Customer E
Concentration risk			12.70%		0.00%

ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)	6 Months Ended
	Nov. 29, 2024
Revenue [Member]
Concentration risk	10.00%

BUSINESS COMBINATION (Details) $ in Thousands	6 Months Ended
BUSINESS COMBINATION (Details) $ in Thousands	Nov. 29, 2024 USD ($)
BUSINESS COMBINATION
Cash	$ 10,631
Common stock under transfer restriction	9,381
Escrow payable	2,381
Working capital adjustments	(240)
Total fair value of the consideration	$ 22,153

BUSINESS COMBINATION (Details 1) - USD ($) $ in Thousands	Nov. 29, 2024	May 31, 2024
Inventory	$ 43,776	$ 37,470
Goodwill	10,742	0
Property and equipment	4,306	3,253
Operating lease right-of-use assets	6,038	5,734
Other assets, current and noncurrent	2,576	304
Deferred revenue	(102)	(97)
Operating lease liabilities, current and noncurrent	(5,574)	$ (5,732)
Fair Value [Member]
Cash	16
Accounts receivable	1,285
Inventory	2,829
Goodwill	10,742
Property and equipment	129
Intangible assets	12,000
Operating lease right-of-use assets	810
Other assets, current and noncurrent	63
Accounts payable, accrued expenses and other liabilities, current and noncurrent	(2,240)
Deferred revenue	(489)
Operating lease liabilities, current and noncurrent	(714)
Deferred tax liabilities, net	(2,278)
Total	$ 22,153

BUSINESS COMBINATION (Details 2) $ in Thousands	6 Months Ended
BUSINESS COMBINATION (Details 2) $ in Thousands	Nov. 29, 2024 USD ($)
Fair Value of intangible assets	$ 12,000
Trade Names [Member]
Fair Value of estimated useful life	10 years
Fair Value of intangible assets	$ 1,050
Developed Technology [Member]
Fair Value of estimated useful life	12 years
Fair Value of intangible assets	$ 9,130
Customer Relationships [Member]
Fair Value of estimated useful life	11 years
Fair Value of intangible assets	$ 810
Non Compete Agreements And Others [Member]
Fair Value of intangible assets	$ 1,010
Non Compete Agreements And Others [Member] \| Bottom [Member]
Fair Value of estimated useful life	1 year
Non Compete Agreements And Others [Member] \| Top [Member]
Fair Value of estimated useful life	3 years

BUSINESS COMBINATION (Details Narrative) $ in Millions	3 Months Ended	6 Months Ended
BUSINESS COMBINATION (Details Narrative) $ in Millions	Nov. 29, 2024 USD ($)	Nov. 29, 2024 USD ($) shares
Restricted common stock shares issued \| shares		552,355
Total fair value of the restricted shares issued		$ 9.4
Escrow payable		$ 2.8
Description of designated indemnification obligations		$2.1 million designated for the sellers' indemnification obligations and expected to be settled after 15 months, and (2) $0.7 million designated for the sellers' payment obligations and expected to be settled after 60 days
Cash restricted	$ 2.8	$ 2.8
Prepaid expenses and other current assets	0.7	0.7
Other noncurrent assets	$ 2.1	2.1
Total fair value of the consideration transferred		22.2
General and administrative expense		0.5
Updated purchase consideration description	which reflects a reduction in the receivable related to the working capital adjustment from $0.8 million to $0.2 million and a reduction in escrow payable related to indemnification from $2.8 million to $2.5 million, based on negotiations with the seller. As a result, the total purchase consideration has been adjusted from $21.9 million to $22.2 million. Accordingly, the goodwill balance has increased from $10.4 million to $10.7 million
Incal Technology Inc [Member]
Revenues		5.0
Net income		$ 0.4

FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - USD ($) $ in Thousands	Nov. 29, 2024	May 31, 2024
Assets [Member]
Investment securities	$ 31,123	$ 44,280
Level 1 [Member] \| Assets [Member]
Investment securities	31,123	44,280
Level 2 [Member] \| Assets [Member]
Investment securities	0	0
Level 3 [Member] \| Assets [Member]
Investment securities	0	0
Money Market Funds
Investment securities	31,123	44,280
Money Market Funds \| Level 1 [Member]
Investment securities	31,123	44,280
Money Market Funds \| Level 2 [Member]
Investment securities	0	0
Money Market Funds \| Level 3 [Member]
Investment securities	$ 0	$ 0

FAIR VALUE OF FINANCIAL INSTRUMENTS (Details Narrative) - USD ($)	Nov. 29, 2024	May 31, 2024
FAIR VALUE OF FINANCIAL INSTRUMENTS
Restricted cash	$ 200,000	$ 200,000.0

BALANCE SHEET INFORMATION (Details) - USD ($) $ in Thousands	Nov. 29, 2024	May 31, 2024
BALANCE SHEET INFORMATION
Raw materials and sub-assemblies	$ 25,200	$ 22,410
Work in process	13,953	13,593
Finished goods	4,623	1,467
Inventories	$ 43,776	$ 37,470

BALANCE SHEET INFORMATION (Details 1) - USD ($) $ in Thousands	6 Months Ended
	Nov. 29, 2024	May 31, 2024
Leasehold improvements	$ 2,699	$ 1,588
Machinery and equipment	4,718	4,528
Test equipment	1,965	1,928
Furniture and fixtures	198	175
Property and equipment, gross	9,580	8,219
Less: Accumulated depreciation and amortization	(5,274)	(4,966)
Property and equipment, net	$ 4,306	$ 3,253
Test Equipment [Member] \| Top [Member]
Property and equipment useful life	5 years
Test Equipment [Member] \| Bottom [Member]
Property and equipment useful life	4 years
Machinery And Equipment [Member] \| Top [Member]
Property and equipment useful life	5 years
Machinery And Equipment [Member] \| Bottom [Member]
Property and equipment useful life	3 years
Furniture And Fixtures [Member] \| Top [Member]
Property and equipment useful life	5 years
Furniture And Fixtures [Member] \| Bottom [Member]
Property and equipment useful life	2 years

BALANCE SHEET INFORMATION (Details 2) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Nov. 29, 2024	Nov. 30, 2023	Nov. 29, 2024	Nov. 30, 2023
BALANCE SHEET INFORMATION
Balance at the Beginning of the period	$ 219	$ 232	$ 234	$ 267
Accruals for warranties issued during the period	130	162	308	227
Warranties acquired through business combination	144	0	144	0
Consumption of reserves	(135)	(173)	(328)	(273)
Balance at the End of the period	$ 358	$ 221	$ 358	$ 221

BALANCE SHEET INFORMATION (Details 3) - USD ($) $ in Thousands	Nov. 29, 2024	May 31, 2024
BALANCE SHEET INFORMATION
Customer deposits	$ 511	$ 1,248
Deferred revenue	102	97
Customer deposits and deferred revenue	$ 613	$ 1,345

BALANCE SHEET INFORMATION (Details Narrative) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Nov. 29, 2024	Nov. 30, 2023	Nov. 29, 2024	Nov. 30, 2023
BALANCE SHEET INFORMATION
Depreciation expense	$ 0.2	$ 0.1	$ 0.4	$ 0.3

GOODWILL AND PURCHASED INTANGIBLE ASSETS (Details) $ in Thousands	6 Months Ended
	Nov. 29, 2024 USD ($)
GOODWILL AND PURCHASED INTANGIBLE ASSETS
Balance as of May 31, 2024	$ 0
Addition due to business combination	10,742
Balance as of November 29, 2024	$ 10,742

GOODWILL AND PURCHASED INTANGIBLE ASSETS (Details 1) $ in Thousands	Nov. 29, 2024 USD ($)
Intangible assets gross	$ 12,000
Intangible assets accumulated amortization	(488)
Intangible assets net	11,512
Trade Names [Member]
Intangible assets gross	1,050
Intangible assets accumulated amortization	(35)
Intangible assets net	1,015
Developed Technology [Member]
Intangible assets gross	9,130
Intangible assets accumulated amortization	(254)
Intangible assets net	8,876
Customer Relationships [Member]
Intangible assets gross	810
Intangible assets accumulated amortization	(25)
Intangible assets net	785
Non Compete Agreements And Others [Member]
Intangible assets gross	1,010
Intangible assets accumulated amortization	(174)
Intangible assets net	$ 836

GOODWILL AND PURCHASED INTANGIBLE ASSETS (Details 2) $ in Thousands	Nov. 29, 2024 USD ($)
GOODWILL AND PURCHASED INTANGIBLE ASSETS
Remainder of 2025	$ 731
2026	1,229
2027	1,183
2028	980
2029	940
Thereafter	6,449
Total	$ 11,512

GOODWILL AND PURCHASED INTANGIBLE ASSETS (Details Narrative) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Nov. 29, 2024	Nov. 29, 2024
GOODWILL AND PURCHASED INTANGIBLE ASSETS
Amortization expense intangible assets	$ 0.3	$ 0.5

INCOME TAXES (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
INCOME TAXES (Details) - USD ($) $ in Thousands	Nov. 29, 2024	Nov. 30, 2023	Nov. 29, 2024	Nov. 30, 2023
INCOME TAXES
Income (loss) before income tax (expense) benefit	$ (1,245)	$ 6,109	$ (431)	$ 10,799
Income tax expense (benefit)	$ (217)	$ 20	$ (63)	$ 36
Effective tax rate	17.40%	0.30%	14.60%	0.30%

INCOME TAXES (Details Narrative) $ in Millions	6 Months Ended
INCOME TAXES (Details Narrative) $ in Millions	Nov. 29, 2024 USD ($)
INCOME TAXES
U.S. federal statutory tax rate	21.00%
Deferred tax assets	$ 21.9

SHAREHOLDERS EQUITY (Details Narrative) - USD ($) $ / shares in Units, $ in Millions		1 Months Ended
	Feb. 08, 2023	Feb. 28, 2023	Sep. 17, 2021	Nov. 29, 2024	Oct. 29, 2024	Oct. 15, 2024
SHAREHOLDERS EQUITY
Sale of common stock price per share		$ 34.78	$ 14.73
Sale of common stock shares		208,917	1,696,729
Gross proceeds	$ 25.0	$ 7.3	$ 25.0
Commission fees		0.2	0.7
Offering expenses		0.2	$ 0.3
Shelf registration amount						$ 100.0
Prospectus Supplement					$ 40.0
Remaining amount of the ATM offering				$ 40.0
ATM [Member]
SHAREHOLDERS EQUITY
Gross proceeds		$ 25.0

REVENUE (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
REVENUE (Details) - USD ($) $ in Thousands	Nov. 29, 2024	Nov. 30, 2023	Nov. 29, 2024	Nov. 30, 2023
Net sales	$ 13,453	$ 21,431	$ 26,572	$ 42,055
Europe
Net sales	166	1,833	185	2,437
Asia
Net sales	9,825	18,922	22,403	38,153
United States
Net sales	$ 3,462	$ 676	$ 3,984	$ 1,465

REVENUE (Details 1) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
REVENUE (Details 1) - USD ($) $ in Thousands	Nov. 29, 2024	Nov. 30, 2023	Nov. 29, 2024	Nov. 30, 2023
Net sales	$ 13,453	$ 21,431	$ 26,572	$ 42,055
Services [Member]
Net sales	1,468	1,594	2,433	2,861
Systems [Member]
Net sales	3,410	10,685	3,470	18,779
Contactors [Member]
Net sales	$ 8,575	$ 9,152	$ 20,669	$ 20,415

REVENUE (Details 2) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
REVENUE (Details 2) - USD ($) $ in Thousands	Nov. 29, 2024	Nov. 30, 2023	Nov. 29, 2024	Nov. 30, 2023
Net sales	$ 13,453	$ 21,431	$ 26,572	$ 42,055
Products And Services Transferred At A Point In Time [Member]
Net sales	13,231	20,974	26,148	40,985
Services Transferred over Time [Member]
Net sales	$ 222	$ 457	$ 424	$ 1,070

REVENUE (Details Narrative) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
REVENUE (Details Narrative) - USD ($) $ in Thousands	Nov. 29, 2024	Nov. 29, 2024	May 31, 2024
REVENUE
Contract liabilities	$ 700	$ 700	$ 1,400
Contract assets	200	200	$ 200
Recognition of contract liabilities	$ 60	$ 1,100

STOCKBASED COMPENSATION (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
STOCKBASED COMPENSATION (Details) - USD ($) $ in Thousands	Nov. 29, 2024	Nov. 30, 2023	Nov. 29, 2024	Nov. 30, 2023
Total stock-based compensation	$ 1,075	$ 638	$ 1,945	$ 1,160
Cost of Sales
Total stock-based compensation	69	101	162	164
Research and Development
Total stock-based compensation	278	139	486	292
Selling, General and Administrative
Total stock-based compensation	$ 728	$ 398	$ 1,297	$ 704

STOCKBASED COMPENSATION (Details 1) - Nonvested RSU Activty - $ / shares	3 Months Ended
	Nov. 29, 2024	Aug. 30, 2024
Unvested beginning	817,000	294,000
Shares, Granted	10,000	555,000
Shares, Vested	(47,000)	(32,000)
Shares, Forfeited	0	0
Unvested, Ending	780,000	817,000
Weighted Average Grant Date Fair Value Per Share, beginning	$ 17.09	$ 20.08
Granted	13.01	15.23
Vested	15.33	12.42
Forfeited	0	0
Weighted Average Grant Date Fair Value Per Share, Ending	$ 17.14	$ 17.09

STOCKBASED COMPENSATION (Details Narrative) - USD ($) $ in Millions	6 Months Ended
	Nov. 29, 2024	Nov. 30, 2023	May 31, 2024
Awards shares issued	80,000
Stock-based compensation expense capitalized	$ 0.5		$ 0.3
Employee stock purchase plan shares available for issuance	262,000
Employee stock purchase plan shares issued	161,000
Employee Stock Purchase Plan
Employee stock purchase plan shares issued	41,000	24,000
Share available for issuance	285,000	373,000

NET INCOME (LOSS) PER SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended			6 Months Ended
	Nov. 29, 2024	Nov. 29, 2024	Nov. 30, 2023	Nov. 29, 2024	Nov. 30, 2023
Net income (loss) per share:
Net income (loss)	$ (1,028)	$ (1,028)	$ 6,089	$ (368)	$ 10,763
Denominator: Weighted average shares outstanding		29,659	28,801	29,383	28,725
Dilutive effect of common equivalent shares outstanding			968		975
Denominator: Diluted weighted average shares outstanding	29,659	29,659	29,769	29,383	29,700
Net income (loss) per share - Basic	$ (0.03)	$ (0.03)	$ 0.21	$ (0.01)	$ 0.37
Net income (loss) per share - Diluted	$ (0.03)	$ (0.03)	$ 0.20	$ (0.01)	$ 0.36
Antidilutive employee share-based award shares, excluded		1,747	9	1,622	4

SEGMENT AND CONCENTRATION INFORMATION (Details) - USD ($) $ in Thousands	Nov. 29, 2024	May 31, 2024
SEGMENT AND CONCENTRATION INFORMATION
Property and equipment, net	$ 4,306	$ 3,253
International
SEGMENT AND CONCENTRATION INFORMATION
Property and equipment, net	100	125
United States
SEGMENT AND CONCENTRATION INFORMATION
Property and equipment, net	$ 4,206	$ 3,128

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