UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): December 31, 2012
Cohu, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-04298 | 95-1934119 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
12367 Crosthwaite Circle, Poway, California | 92064 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: 858-848-8100
Not Applicable
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Explanatory Note
As reported in a Current Report on Form 8-K filed by Cohu, Inc. (Cohu or the Company) on January 4, 2013, Cohu completed the acquisition of all of the outstanding share capital of Ismeca Semiconductor Holding SA (Ismeca) on December 31, 2012. Pursuant to Item 9.01 of Form 8-K, this Form 8-K/A amends the Form 8-K filed on January 4, 2013 and is being filed in order to include the historical financial statements of Ismeca and the related pro forma financial information that were excluded from such Form 8-K as permitted by Item 9.01 of Form 8-K. In accordance with Securities Exchange Act Rule 12b-15, the complete text of Items 2.01 and 9.01 as amended are set forth below.
Item 2.01. Completion of Acquisition or Disposition of Assets.
Completion of Purchase of Ismeca Semiconductor Holding SA
On December 31, 2012, Cohu, Inc. (we, us, our, Cohu or the Company) completed the previously announced acquisition (the Acquisition) of all of the outstanding share capital of Ismeca Semiconductor Holding SA (Ismeca) from Schweiter Technologies AG (the Seller) pursuant to a Share Purchase and Transfer Agreement dated December 9, 2012, by and between the Seller and a wholly owned subsidiary of the Company (the Purchase Agreement). Ismeca, headquartered in La Chaux-de-Fonds, Switzerland, and with major operations in Malacca, Malaysia and Suzhou, China, designs, manufactures and sells turret-based test handling and back-end finishing equipment for ICs, LEDs and discrete components. The aggregate purchase price was approximately $57.4 million, comprised of an initial purchase price of $54.5 million, increased by approximately $2.9 million based on estimated net cash and net debt acquired, as required by the Purchase Agreement. Pursuant to the Purchase Agreement, to the extent actual net cash and net debt is later determined to be different than the estimates of net cash and net debt at closing, the purchase price will be adjusted upward or downward accordingly.
The foregoing description of the acquisition and the Purchase Agreement is qualified in its entirety by reference to the Purchase Agreement, a copy of which was attached as Exhibit 2.1, to the Companys Annual Report on Form 10-K filed with the SEC on February 28, 2013, and is incorporated by reference herein.
On January 2, 2013, Cohu issued a press release announcing the completion of the Acquisition. A copy of the press release was attached as Exhibit 99.1 to the Companys Current Report on Form 8-K filed with the Securities and Exchange Commission on January 4, 2013, and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(a) | Financial Statements of Businesses Acquired. |
This Form 8-K/A amends the initial Form 8-K filed on January 4, 2013. The following financial statements are included in this report:
Audited consolidated balance sheet of Ismeca Semiconductor Holding SA as of December 31, 2012 and 2011 and the related combined statements of income and comprehensive income, changes in equity and cash flows for the year then ended and notes thereto are attached hereto as Exhibit 99.2.
(b) | Pro Forma Financial Information. |
Unaudited pro forma condensed combined balance sheet as of December 29, 2012, and unaudited pro forma condensed combined statements of operations for the year ended December 29, 2012, are attached hereto as Exhibit 99.3.
(c) | Not applicable |
(d) | Exhibits. |
Exhibit No. |
Description | |
23.1 | Consent of Deloitte AG, independent auditor | |
99.1* | Press release dated January 2, 2013, of Cohu, Inc. | |
99.2 | Audited Financial Statements of Business Acquired as of December 31, 2012 and 2011 | |
99.3 | Unaudited Pro Forma Condensed Combined Financial Statements |
* | Incorporated by reference to the same numbered exhibit to the Companys Form 8-K as filed with the Securities and Exchange Commission on January 4, 2013. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Cohu, Inc. | ||||||
March 15, 2013 | By: | /s/ Jeffrey D. Jones | ||||
Name: Jeffrey D. Jones | ||||||
Title: VP Finance & CFO |
Exhibit Index
Exhibit No. |
Description | |
23.1 | Consent of Deloitte AG, independent auditor | |
99.1* | Press release dated January 2, 2013, of Cohu, Inc. | |
99.2 | Audited Financial Statements of Business Acquired as of December 31, 2012 and 2011 | |
99.3 | Unaudited Pro Forma Condensed Combined Financial Statements |
* | Incorporated by reference to the same numbered exhibit to the Companys Form 8-K as filed with the SEC on January 4, 2013. |
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statements Nos. 333-62803, 333-27663, 333-40610, 333-66466, 333-97449, 333-117554, 333-132605, 333-142579, 333-160760, 333-177453 and 333-186973 on Form S-8 of Cohu, Inc. of our report dated March 15, 2013, relating to the consolidated financial statements of Ismeca Semiconductor Holding SA as of December 31, 2012, December 31, 2011 and January 1, 2011 and for each of the two years ended December 31, 2012 and 2011, appearing in this Current Report on Form 8-K/A of Cohu, Inc. dated March 15, 2013.
Deloitte AG | ||||
/s/ James D. Horiguchi | /s/ Matthias Gschwend | |||
Partner |
Director |
Zurich, March 15, 2013
Exhibit 99.2
Ismeca Semiconductor
Holding SA
Consolidated
Financial Statements 2012
Ismeca Semiconductor Holding SA | Consolidated Financial Statements 2012 | Content | Page 2
Content
Consolidated Financial Statements of Ismeca Semiconductor Holding SA
Consolidated Balance Sheet as at December 31, 2012 and 2011, and January 1, 2011 | 3 | |||||
Consolidated Income Statement for the years ended December 31, 2012 and 2011 | 4 | |||||
Consolidated Statement of Comprehensive Income for the years ended December 31, 2012 and 2011 | 4 | |||||
Consolidated Cash Flow Statement for the years ended December 31, 2012 and 2011 | 5 | |||||
Consolidated Statement of Changes in Equity for the years ended December 31, 2012 and 2011 | 6 | |||||
Notes to the Consolidated Financial Statements for the years ended December 31, 2012 and 2011, and January 1, 2011 | 7 | |||||
1. | General Information |
7 | ||||
2. | Principles of Consolidation and Valuation |
7 | ||||
3. | Cash and Cash Equivalents by Currencies |
15 | ||||
4. | Trade Receivables |
15 | ||||
5. | Other Receivables |
15 | ||||
6. | Inventories and Work in Progress |
15 | ||||
7. | Property, Plant & Equipment |
16 | ||||
8. | Other Liabilities |
17 | ||||
9. | Accrued Expenses and Deferred Income |
17 | ||||
10. | Retirement Benefit Obligations |
17 | ||||
11. | Provisions |
20 | ||||
12. | Share Capital |
21 | ||||
13. | Related Parties |
21 | ||||
14. | Revenues |
21 | ||||
15. | Expenses by Nature and Function |
22 | ||||
16. | Other Operating Expenses |
22 | ||||
17. | Other Operating Income |
22 | ||||
18. | Financial Income |
22 | ||||
19. | Financial Expenses |
22 | ||||
20. | Income Taxes |
22 | ||||
21. | Deferred Tax Assets |
23 | ||||
22. | Deferred Tax Liabilities |
24 | ||||
23. | Financial Instruments measured at Fair Value |
24 | ||||
24. | Contingent Liabilities |
25 | ||||
25. | Pledged Assets |
25 | ||||
26. | Operating Lease Arrangements |
25 | ||||
27. | Categories of Financial Instruments |
26 | ||||
28. | Subsequent Events |
27 | ||||
29. | Authorization of Consolidated Financial Statements |
27 | ||||
Report of the Independent Auditor | 28 |
Ismeca Semiconductor Holding SA | Consolidated Financial Statements 2012 | Page 3
Consolidated Balance Sheet
as at December 31, 2012 and 2011, and January 1, 2011
In 1000s CHF |
Notes | 31.12.2012 | 31.12.2011 | 01.01.2011 | ||||||||||||
Assets |
||||||||||||||||
Current assets |
||||||||||||||||
Cash and cash equivalents |
3 | 3362 | 25139 | 19727 | ||||||||||||
Trade receivables |
4 | 20271 | 33378 | 44425 | ||||||||||||
Current income tax receivables |
149 | 587 | 551 | |||||||||||||
Advances due to suppliers |
208 | 464 | 614 | |||||||||||||
Other receivables |
5 | 498 | 573 | 5659 | ||||||||||||
Prepaid expenses and accrued income |
356 | 466 | 1721 | |||||||||||||
Inventories and work in progress |
6 | 10086 | 9397 | 10821 | ||||||||||||
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|
|
|||||||||||
Total current assets |
34930 | 70004 | 83518 | |||||||||||||
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|
|
|||||||||||
Non-current assets |
||||||||||||||||
Property, plant and equipment |
7 | 1200 | 15295 | 15233 | ||||||||||||
Financial assets |
110 | 108 | 2276 | |||||||||||||
Deferred tax assets |
21 | 1298 | 1315 | 1010 | ||||||||||||
|
|
|
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|
|
|||||||||||
Total non-current assets |
2608 | 16718 | 18519 | |||||||||||||
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|
|||||||||||
Total assets |
37538 | 86722 | 102037 | |||||||||||||
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|
|||||||||||
Liabilities |
||||||||||||||||
Short-term liabilities |
||||||||||||||||
Short-term financial liabilities |
0 | 0 | 19 | |||||||||||||
Trade payables |
5617 | 4318 | 11236 | |||||||||||||
Advances received from customers |
997 | 1478 | 2779 | |||||||||||||
Other liabilities |
8 | 2121 | 3078 | 1591 | ||||||||||||
Accrued expenses and deferred income |
9 | 4124 | 7020 | 10339 | ||||||||||||
Short-term provisions |
11 | 184 | 30 | 47 | ||||||||||||
Current income taxes |
55 | 501 | 515 | |||||||||||||
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|
|||||||||||
Total short-term liabilities |
13098 | 16425 | 26526 | |||||||||||||
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|
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Long-term liabilities |
||||||||||||||||
Pension obligations |
10 | 5036 | 5232 | 3894 | ||||||||||||
Long-term provisions |
11 | 94 | 8 | 0 | ||||||||||||
Deferred tax liabilities |
22 | 8 | 8 | 1033 | ||||||||||||
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|
|
|
|||||||||||
Total long-term liabilities |
5138 | 5248 | 4927 | |||||||||||||
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|
|||||||||||
Total liabilities |
18236 | 21673 | 31453 | |||||||||||||
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Shareholders equity |
||||||||||||||||
Share capital |
12 | 5000 | 5000 | 5000 | ||||||||||||
Legal reserves |
1000 | 24627 | 24627 | |||||||||||||
Retained earnings |
15485 | 37456 | 42683 | |||||||||||||
Currency translation adjustment |
-2183 | -2034 | -1726 | |||||||||||||
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|
|
|||||||||||
Total shareholders equity |
19302 | 65049 | 70584 | |||||||||||||
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|
|||||||||||
Total liabilities and shareholders equity |
37538 | 86722 | 102037 | |||||||||||||
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|
|
|
Ismeca Semiconductor Holding SA | Consolidated Financial Statements 2012 | Page 4
Consolidated Income Statement
for the years ended December 31, 2012 and 2011
In 1000s CHF |
Notes | 2012 | 2011 | |||||||||
Revenues |
14 | 76738 | 86563 | |||||||||
Cost of sales |
15 | -48386 | -56149 | |||||||||
Research and development |
15 | -8009 | -8570 | |||||||||
Selling, general and administrative |
15 | -18577 | -16762 | |||||||||
Other operating expenses |
15 / 16 | -338 | -374 | |||||||||
Other operating income |
17 | 5668 | 1050 | |||||||||
|
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|
|
|||||||||
Income from operations |
7096 | 5758 | ||||||||||
|
|
|
|
|||||||||
Financial income |
18 | 199 | 7 | |||||||||
Financial expenses |
19 | -149 | -489 | |||||||||
|
|
|
|
|||||||||
Income before income taxes |
7146 | 5276 | ||||||||||
|
|
|
|
|||||||||
Tax (expense)/income |
20 | -405 | 809 | |||||||||
|
|
|
|
|||||||||
Net income |
6741 | 6085 | ||||||||||
|
|
|
|
Consolidated Statement of Comprehensive Income
for the years ended December 31, 2012 and 2011
In 1000s CHF |
2012 | 2011 | ||||||||||
Net income |
6741 | 6085 | ||||||||||
Other comprehensive income: |
||||||||||||
Items that may be reclassified subsequently to the income statement |
||||||||||||
Foreign currency translation difference |
-149 | -308 | ||||||||||
Items that will not be reclassified subsequently to the income statement |
||||||||||||
Actuarial losses on defined benefit plans |
10 | -1563 | -1703 | |||||||||
Income tax on other comprehensive income |
224 | 391 | ||||||||||
|
|
|
|
|||||||||
Other comprehensive income for the year |
-1488 | -1620 | ||||||||||
|
|
|
|
|||||||||
Total comprehensive income for the year |
5253 | 4465 | ||||||||||
|
|
|
|
Ismeca Semiconductor Holding SA | Consolidated Financial Statements 2012 | Page 5
Consolidated Cash Flow Statement
for the years ended December 31, 2012 and 2011
In 1000s CHF |
Notes | 2012 | 2011 | |||||||||
Net income |
6741 | 6085 | ||||||||||
Adjustments to reconcile net income to net cash flows from operating activities: |
||||||||||||
Depreciation |
15 | 997 | 979 | |||||||||
Gain on disposal of property, plant and equipment |
17 | -4674 | -13 | |||||||||
Change in provision and pension obligations |
-1625 | -593 | ||||||||||
Change in unrealized hedging (gain)/loss |
-1519 | 1796 | ||||||||||
Financial income |
18 | -199 | -7 | |||||||||
Financial expense |
19 | 149 | 489 | |||||||||
Income taxes |
20 | 405 | -809 | |||||||||
Change in net current assets |
||||||||||||
Changes in trade receivables |
13045 | 10881 | ||||||||||
Changes in other receivables, advances, prepaid expenses and accrued income |
580 | 6351 | ||||||||||
Changes in inventories and work in progress |
-694 | 1403 | ||||||||||
Changes in trade payables |
1291 | -6995 | ||||||||||
Changes in other liabilities, advances, accrued expenses and deferred income |
-2835 | -5003 | ||||||||||
|
|
|
|
|||||||||
Cash generated from operations |
11662 | 14564 | ||||||||||
Interest paid |
-4 | 0 | ||||||||||
Income tax paid |
-172 | -180 | ||||||||||
|
|
|
|
|||||||||
Cash flows from operating activities A |
11486 | 14384 | ||||||||||
|
|
|
|
|||||||||
Purchase of property plant and equipment |
-231 | -1074 | ||||||||||
Proceeds from sale of property, plant and equipment |
18002 | 31 | ||||||||||
Acquisition of financial assets |
-2 | 0 | ||||||||||
Repayment of financial assets |
0 | 2168 | ||||||||||
Interest received |
21 | 7 | ||||||||||
|
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|
|||||||||
Cash flows from investing activities B |
17790 | 1132 | ||||||||||
|
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|
|
|||||||||
Repayment of short-term financial liabilities |
0 | -19 | ||||||||||
Dividends paid to shareholders |
12 | -51000 | -10000 | |||||||||
|
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|
|
|||||||||
Cash flows from financing activities C |
-51000 | -10019 | ||||||||||
|
|
|
|
|||||||||
Net (decrease) / increase in cash and cash equivalents (A + B + C) |
-21724 | 5497 | ||||||||||
Cash and cash equivalents at beginning of the year |
3 | 25139 | 19727 | |||||||||
|
|
|
|
|||||||||
Net (decrease) / increase in cash and cash equivalents |
-21724 | 5497 | ||||||||||
Net foreign exchange difference |
-53 | -85 | ||||||||||
|
|
|
|
|||||||||
Cash and cash equivalents at end of the year |
3 | 3362 | 25139 | |||||||||
|
|
|
|
Ismeca Semiconductor Holding SA | Consolidated Financial Statements 2012 | Page 6
Consolidated Statement of Changes in Equity
for the years ended December 31, 2012 and 2011
In 1000s CHF |
Notes | Share Capital |
Legal1) Reserves |
Retained Earnings |
Currency Translation Difference |
Total Equity | ||||||||||||||||||
Balance as at January 1, 2011 |
5000 | 24627 | 42683 | -1726 | 70584 | |||||||||||||||||||
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|
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Net income for the year (A) |
0 | 0 | 6085 | 0 | 6085 | |||||||||||||||||||
Other comprehensive income: |
||||||||||||||||||||||||
Foreign currency differences |
0 | 0 | 0 | -308 | -308 | |||||||||||||||||||
Actuarial losses on defined benefit plans |
10 | 0 | 0 | -1703 | 0 | -1703 | ||||||||||||||||||
Income tax on other comprehensive income |
21 | 0 | 0 | 391 | 0 | 391 | ||||||||||||||||||
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|
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Total other comprehensive income after income taxes (B) |
0 | 0 | -1312 | -308 | -1620 | |||||||||||||||||||
Comprehensive income (A+B) |
0 | 0 | 4773 | -308 | 4465 | |||||||||||||||||||
Dividends paid |
12 | 0 | 0 | -10000 | 0 | -10000 | ||||||||||||||||||
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Balance as at December 31, 2011 |
5000 | 24627 | 37456 | -2034 | 65049 | |||||||||||||||||||
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|
|||||||||||||||
Net income for the year (C) |
0 | 0 | 6741 | 0 | 6741 | |||||||||||||||||||
Other comprehensive income: |
||||||||||||||||||||||||
Foreign currency differences |
0 | 0 | 0 | -149 | -149 | |||||||||||||||||||
Actuarial losses on defined benefit plans |
10 | 0 | 0 | -1563 | 0 | -1563 | ||||||||||||||||||
Income tax on other comprehensive income |
21 | 0 | 0 | 224 | 0 | 224 | ||||||||||||||||||
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Total other comprehensive income after income taxes (D) |
0 | 0 | -1339 | -149 | -1488 | |||||||||||||||||||
Comprehensive income (C+D) |
0 | 0 | 5402 | -149 | 5253 | |||||||||||||||||||
Reclassification from legal reserves to retained earnings |
0 | -23627 | 23627 | 0 | 0 | |||||||||||||||||||
Dividends paid |
12 | 0 | 0 | -51000 | 0 | -51000 | ||||||||||||||||||
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|||||||||||||||
Balance as at December 31, 2012 |
5000 | 1000 | 15485 | -2183 | 19302 | |||||||||||||||||||
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|
1) | According to the Swiss Code of Obligation, a minimum of 5% of the yearly profit is allocated to the general legal reserve until the balance reaches 20% of the holding companys share capital. This reserve is restricted for dividend payments. |
Ismeca Semiconductor Holding SA | Consolidated Financial Statements 2012 | Page 7
Notes to the Consolidated
Financial Statements for the
years ended December 31, 2012 and 2011,
and January 1, 2011
Ismeca Semiconductor Holding SA | Consolidated Financial Statements 2012 | Page 8
Issued Standards not yet Adopted
At the date of authorisation of these financial statements,
the following Standards and Interpretations which have not
been applied in these financial statements were in issue but
not yet effective:
New Standards |
Effective for annual periods beginning on or after |
|||||
IFRS 9 |
Financial Instruments | January 1, 2015 | ||||
IFRS 10 |
Consolidated Financial Statements | January 1, 2013 | ||||
IFRS 11 |
Joint Arrangements | January 1, 2013 | ||||
IFRS 12 |
Disclosure of Interests in Other Entities | January 1, 2013 | ||||
IFRS 13 |
Fair Value Measurement | January 1, 2013 | ||||
Amendments to Standards |
||||||
IFRS 7 |
DisclosuresOffsetting Financial Assets and Financial Liabilities | January 1, 2013 | ||||
IAS 1 |
Presentation of Financial Statements | |||||
- Presentation of Items of Other Comprehensive Income | July1, 2012 | |||||
- Clarification of the requirements for comparative information | January1, 2013 | |||||
IAS 16 |
Property, Plant and Equipment | |||||
- Classification of servicing equipment | January1, 2013 | |||||
IAS 27 |
Separate Financial Statements | January 1, 2013 | ||||
IAS 28 |
Interests in Associates and Joint Ventures | January 1, 2013 | ||||
IAS 32 |
Financial Instruments: Presentation | |||||
- Tax effect of distribution to holders of equity instruments | January 1, 2013 | |||||
- Offsetting Financial Assets and Financial Liabilities | January1, 2014 | |||||
IAS 34 |
Interim Financial Reporting | |||||
- Interim financial reporting and segment information for total assets | January1, 2013 | |||||
IFRIC 20 |
Stripping Costs in the Production Phase of a Surface Mine | January1, 2013 |
Ismeca Semiconductor Holding SA | Consolidated Financial Statements 2012 | Page 9
Scope of Consolidation
The following companies were fully consolidated as at December 31, 2012:
Subsidiaries In 1000s of indicated currency |
Purpose | Share Capital | Ownership | |||||||||||
Ismeca Semiconductor Holding SA La Chaux-de-Fonds, Switzerland |
Holding Company | CHF | 5000 | |||||||||||
Ismeca Europe Semiconductor SA La Chaux-de-Fonds, Switzerland |
Production and distribution |
CHF | 1100 | 100% | ||||||||||
Ismeca USA Inc. Carlsbad, CA, USA |
Distribution and services |
USD | 100 | 100% | ||||||||||
CDF Holding Inc. Delaware, DE, USA |
Holding Company | USD | 1 | 100% | ||||||||||
Ismeca Malaysia Sdn. Bhd. Malakka, Malaysia |
Production and distribution |
MYR | 5000 | 100% | ||||||||||
Ismeca Semiconductor (Suzhou) Co. Ltd. Suzhou, China |
Production and services |
USD | 250 | 100% |
Year-End Closing Rate | Average Rate | |||||||||||||||||||||||
Balance Sheet | Income Statement | |||||||||||||||||||||||
Currency |
31.12.2012 | 31.12.2011 | 2012 | 2011 | ||||||||||||||||||||
USA |
Dollar | USD | 1 | 0.913 | 0.938 | 0.938 | 0.887 | |||||||||||||||||
EU |
Euro | EUR | 1 | 1.207 | 1.216 | 1.205 | 1.233 | |||||||||||||||||
Malaysia |
Ringgit | MYR | 1 | 0.294 | 0.296 | 0.305 | 0.289 | |||||||||||||||||
China |
Yuan | CNY | 1 | 0.145 | 0.149 | 0.148 | 0.137 | |||||||||||||||||
Hong Kong |
Dollar | HKD | 1 | 0.118 | 0.120 | 0.121 | 0.114 | |||||||||||||||||
Taiwan |
Dollar | TWD | 1 | 0.032 | 0.032 | 0.032 | 0.030 | |||||||||||||||||
South Korea |
Won | KRW | 1 | 0.001 | 0.001 | 0.001 | 0.001 |
Ismeca Semiconductor Holding SA | Consolidated Financial Statements 2012 | Page 10
Ismeca Semiconductor Holding SA | Consolidated Financial Statements 2012 | Page 11
Ismeca Semiconductor Holding SA | Consolidated Financial Statements 2012 | Page 12
Ismeca Semiconductor Holding SA | Consolidated Financial Statements 2012 | Page 13
Ismeca Semiconductor Holding SA | Consolidated Financial Statements 2012 | Page 14
Maturity Profile of the Companys Financial Liabilities
Cash outflows due in | ||||||||||||||||||||
December 31, 2012 |
Carrying amount |
Total | less than 1 year |
1 to 5 years | over 5 years | |||||||||||||||
In 1000s CHF |
||||||||||||||||||||
Trade payables |
5617 | 5617 | 5617 | | | |||||||||||||||
Other liabilities1) |
1151 | 1151 | 1151 | | | |||||||||||||||
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|
|
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|
|
|
|||||||||||
Total |
6768 | 6768 | 6768 | | | |||||||||||||||
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|
|
|
|
|
|||||||||||
Cash outflows due in | ||||||||||||||||||||
December 31, 2011 |
Carrying amount |
Total | less than 1 year |
1 to 5 years | over 5 years | |||||||||||||||
In 1000s CHF |
||||||||||||||||||||
Trade payables |
4318 | 4318 | 4318 | | | |||||||||||||||
Other liabilities1) |
2792 | 2792 | 2792 | | | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total |
7110 | 7110 | 7110 | | | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
1) | Excluding TCHF 970 at December 31, 2012 and TCHF 286 at December 31, 2011 of other liabilities which do not qualify as financial liabilities |
Ismeca Semiconductor Holding SA | Consolidated Financial Statements 2012 | Page 15
Ismeca Semiconductor Holding SA | Consolidated Financial Statements 2012 | Page 16
7. Property, Plant & Equipment
Changes in property, plant and equipment for the years ended December 31, 2012 and 2011 were as follows:
in 1000s CHF |
Land and Buildings |
Installations | Machinery Tools |
Furnishings | Computer Equipment |
Vehicles | Total | |||||||||||||||||||||
Cost |
||||||||||||||||||||||||||||
Balance as at January 1, 2011 |
25281 | 281 | 2628 | 2233 | 6148 | 360 | 36931 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Additions |
0 | 81 | 763 | 50 | 164 | 0 | 1058 | |||||||||||||||||||||
Disposals |
0 | 0 | 0 | -2 | -131 | -20 | -153 | |||||||||||||||||||||
Exchange rate differences |
0 | -9 | 0 | -11 | -8 | -2 | -30 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance as at December 31, 2011 |
25281 | 353 | 3391 | 2270 | 6173 | 338 | 37806 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Additions |
0 | 0 | 115 | 19 | 77 | 26 | 237 | |||||||||||||||||||||
Disposals |
-25281 | 0 | -72 | -809 | -626 | -54 | -26842 | |||||||||||||||||||||
Exchange rate differences |
0 | -4 | -13 | -27 | -24 | -3 | -71 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance as at December 31, 2012 |
0 | 349 | 3421 | 1453 | 5600 | 307 | 11130 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Accumulated Depreciation |
||||||||||||||||||||||||||||
Balance as at January 1, 2011 |
-10770 | -238 | -2552 | -1996 | -5855 | -287 | -21698 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Depreciation |
-606 | -21 | -107 | -58 | -163 | -24 | -979 | |||||||||||||||||||||
Disposals |
0 | 0 | 0 | 1 | 130 | 20 | 151 | |||||||||||||||||||||
Exchange rate differences |
0 | 8 | 0 | 6 | -1 | 2 | 15 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance as at December 31, 2011 |
-11376 | -251 | -2659 | -2047 | -5889 | -289 | -22511 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Depreciation |
-577 | -25 | -136 | -54 | -180 | -25 | -997 | |||||||||||||||||||||
Disposals |
11953 | 0 | 72 | 808 | 621 | 54 | 13508 | |||||||||||||||||||||
Exchange rate differences |
0 | 3 | 12 | 28 | 25 | 2 | 70 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance as at December 31, 2012 |
0 | -273 | -2711 | -1265 | -5423 | -258 | -9930 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net Book Value |
||||||||||||||||||||||||||||
January 1, 2011 |
14511 | 43 | 76 | 237 | 293 | 73 | 15233 | |||||||||||||||||||||
December 31, 2011 |
13905 | 102 | 732 | 223 | 284 | 49 | 15295 | |||||||||||||||||||||
December 31, 2012 |
0 | 76 | 710 | 188 | 177 | 49 | 1200 |
Other information in 1000s CHF |
31.12.2012 | 31.12.2011 | ||||||
Net book value of pledged land and buildings |
0 | 0 | ||||||
Net book value of leased property, plant and equipment (category computer equipment) |
0 | 29 |
During 2012, the entire headquarters land and building in La Chaux-de-Fonds was sold to the former owner Schweiter in connection with the Ismeca acquisition by COHU. The consideration for the assets sold was CHF 18.0 million which resulted in a gain of CHF 4.7 million (presented within Other Operating Income see Note 17).
The land value within Land and Buildings was TCHF 668 as of January 1, 2011 and December 31, 2011.
Ismeca Semiconductor Holding SA | Consolidated Financial Statements 2012 | Page 17
Ismeca Semiconductor Holding SA | Consolidated Financial Statements 2012 | Page 18
The main assumptions on which the actuarial calculations are as follows:
Ismeca Semiconductor Holding SA | Consolidated Financial Statements 2012 | Page 19
Ismeca Semiconductor Holding SA | Consolidated Financial Statements 2012 | Page 20
11. Provisions
in 1000s CHF |
Guarantees | Other | Total | |||||||||
Balance as at January 1, 2011 |
31 | 16 | 47 | |||||||||
|
|
|
|
|
|
|||||||
Consumption with neutral impact on income |
-31 | -15 | -46 | |||||||||
Unused amounts reversed and released to income |
0 | 0 | 0 | |||||||||
Additional provisions charged to income |
30 | 7 | 37 | |||||||||
Balance as at December 31, 2011 |
30 | 8 | 38 | |||||||||
|
|
|
|
|
|
|||||||
Consumption with neutral impact on income |
-28 | -3 | -31 | |||||||||
Unused amounts reversed and released to income |
0 | -1 | -1 | |||||||||
Additional provisions charged to income |
173 | 99 | 272 | |||||||||
Balance as at December 31, 2012 |
175 | 103 | 278 | |||||||||
|
|
|
|
|
|
|||||||
Current provisions |
30 | 0 | 30 | |||||||||
Non-current provisions |
0 | 8 | 8 | |||||||||
|
|
|
|
|
|
|||||||
Balance as at December 31, 2011 |
30 | 8 | 38 | |||||||||
|
|
|
|
|
|
|||||||
Current provisions |
170 | 14 | 184 | |||||||||
Non-current provisions |
5 | 89 | 94 | |||||||||
|
|
|
|
|
|
|||||||
Balance as at December 31, 2012 |
175 | 103 | 278 | |||||||||
|
|
|
|
|
|
Expected use of provisions
in 1000s CHF |
31.12.2012 | 31.12.2011 | ||||||
Within 1 year |
184 | 30 | ||||||
Between 1 and 5 years |
94 | 8 | ||||||
More than 5 years |
0 | 0 | ||||||
|
|
|
|
|||||
Total |
278 | 38 | ||||||
|
|
|
|
Ismeca Semiconductor Holding SA | Consolidated Financial Statements 2012 | Page 21
Ismeca Semiconductor Holding SA | Consolidated Financial Statements 2012 | Page 22
Ismeca Semiconductor Holding SA | Consolidated Financial Statements 2012 | Page 23
21. Deferred Tax Assets
in 1000s CHF |
Trade receivables |
Inventories/ work in progress |
Pension obligations |
Other | Total | |||||||||||||||
Balance as at January 1, 2011 |
16 | 99 | 895 | 0 | 1010 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Recognized in other comprehensive income |
0 | 0 | 391 | 0 | 391 | |||||||||||||||
Recognized in income statement |
0 | 0 | -83 | 0 | -83 | |||||||||||||||
Foreign currency differences |
0 | -3 | 0 | 0 | -3 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance as at December 31, 2011 |
16 | 96 | 1203 | 0 | 1315 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Recognized in other comprehensive income |
0 | 0 | 224 | 0 | 224 | |||||||||||||||
Recognized in income statement |
0 | 0 | -244 | 4 | -240 | |||||||||||||||
Foreign currency differences |
0 | -1 | 0 | 0 | -1 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance as at December 31, 2012 |
16 | 95 | 1183 | 4 | 1298 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
Ismeca Semiconductor Holding SA | Consolidated Financial Statements 2012 | Page 24
22. Deferred Tax Liabilities
in 1000s CHF |
Other liabilities |
Other | Total | |||||||||
Balance as at January 1, 2011 |
1025 | 8 | 1033 | |||||||||
Recognized in income statement |
-1025 | 0 | -1025 | |||||||||
|
|
|
|
|
|
|||||||
Balance as at December 31, 2011 |
0 | 8 | 8 | |||||||||
|
|
|
|
|
|
|||||||
Balance as at December 31, 2012 |
0 | 8 | 8 | |||||||||
|
|
|
|
|
|
23. Financial Instruments measured at Fair Value
Valuations at Fair Value recognized in the Balance Sheet
Forward Exchange and Option Transactions |
||||||||
in 1000s CHF |
31.12.2012 | 31.12.2011 | ||||||
Total amount of outstanding forward exchange transactions |
||||||||
- Sale of US dollars for CHF, contract value |
0 | 2730 | ||||||
- Average exchange rates per USD |
0 | 0.9100 | ||||||
Total amount from outstanding option transactions (target redemption forwards) |
||||||||
- Sale of US dollars for CHF, max. contract value |
14107 | 36699 | ||||||
- Average underlying exchange rate per USD |
0.8957 | 0.8962 |
Ismeca Semiconductor Holding SA | Consolidated Financial Statements 2012 | Page 25
Ismeca Semiconductor Holding SA | Consolidated Financial Statements 2012 | Page 26
27. Categories of Financial Instruments
Financial Assets
The Groups financial assets are broken down into the following categories:
December 31, 2012 In 1000s CHF |
Cash | Loans and receivables |
Carrying amount | Fair value | ||||||||||||
Cash and cash equivalents |
3362 | 3362 | 3362 | |||||||||||||
Trade receivables |
20271 | 20271 | 20271 | |||||||||||||
Other receivables1) |
245 | 245 | 245 | |||||||||||||
Financial assets |
110 | 110 | 110 | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
3362 | 20626 | 23988 | 23988 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
December 31, 2011 In 1000s CHF |
Cash | Loans and receivables |
Carrying amount | Fair value | ||||||||||||
Cash and cash equivalents |
25139 | 25139 | 25139 | |||||||||||||
Trade receivables |
33378 | 33378 | 33378 | |||||||||||||
Other receivables1) |
164 | 164 | 164 | |||||||||||||
Financial assets |
108 | 108 | 108 | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
25139 | 33650 | 58789 | 58789 | ||||||||||||
|
|
|
|
|
|
|
|
1) | Excluding TCHF 253 at December 31, 2012 and TCHF 409 at December 31, 2011 of other receivables which do not qualify as financial receivables. |
Financial Liabilities
The Groups financial liabilities are broken down into the following categories:
December 31, 2012 In 1000s CHF |
FVtPL2) | Measured at amortized cost |
Carrying amount | Fair value | ||||||||||||
Trade payables |
5617 | 5617 | 5617 | |||||||||||||
Other liabilities3) |
277 | 874 | 1151 | 1151 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
277 | 6491 | 6768 | 6768 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
December 31, 2011 In 1000s CHF |
FVtPL2) | Measured at amortized cost |
Carrying amount | Fair value | ||||||||||||
Trade payables |
4318 | 4318 | 4318 | |||||||||||||
Other liabilities3) |
1796 | 996 | 2792 | 2792 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
1796 | 5314 | 7110 | 7110 | ||||||||||||
|
|
|
|
|
|
|
|
2) | Fair value through profit and loss - designated upon initial recognition |
3) | Excluding TCHF 970 at December 31, 2012 and TCHF 286 at December 31, 2011 of other liabilities which do not qualify as financial liabilities. |
Ismeca Semiconductor Holding SA | Consolidated Financial Statements 2012 | Page 27
Ismeca Semiconductor Holding SA | Consolidated Financial Statements 2012 | Report of the Independent Auditor | Page 28
Report of the Independent Auditor
To the Board of Directors of
Ismeca Semiconductor Holding SA
We have audited the accompanying consolidated financial statements of Ismeca Semiconductor Holding SA and its subsidiaries (the Company), which comprise the consolidated balance sheets as of December 31, 2012, December 31, 2011 and January 1, 2011, and the related consolidated statements of income, comprehensive income, cash flows, and changes in equity for the years ended December 31, 2012 and 2011, and the related notes to the consolidated financial statements.
Managements Responsibility for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards as adopted by the IASB; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
Auditors Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Companys preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Ismeca Semiconductor Holding SA and its subsidiaries as of December 31, 2012, December 31, 2011 and January 1, 2011, and the results of their operations and their cash flows for each of the years ended December 31, 2012 and December 31, 2011 in accordance with International Financial Reporting Standards as adopted by the IASB.
Deloitte AG
/s/ James D. Horiguchi Partner |
/s/ Matthias Gschwend Director |
Zurich, March 15, 2013
Exhibit 99.3
Cohu, Inc. and Ismeca Semiconductor Holding SA
Unaudited Pro Forma Condensed Combined Financial Statements
Description of Transaction
Cohu, Inc. (referred to as Cohu, we, our and us), through its wholly owned semiconductor equipment subsidiary, Delta Design Luxembourg S.à r.l, a company organized under the laws of Luxembourg, (Delta Luxembourg), entered into a Share Purchase and Transfer Agreement (the Purchase Agreement) with Schweiter Technologies AG (Seller), pursuant to which Delta Luxembourg acquired all of the outstanding share capital of Ismeca Semiconductor Holding SA (Ismeca, and such transaction, the Acquisition). Ismeca, headquartered in La Chaux-de-Fonds, Switzerland, and with major operations in Malacca, Malaysia and Suzhou, China, designs, manufactures and sells turret-based test handling and back-end finishing equipment for integrated circuits, light emitting diodes (LEDs) and discrete components.
The acquisition has been accounted for in conformity with Financial Accounting Standards Board (FASB) Accounting Standards Codification 805, Business Combinations (ASC 805). The purchase price of this acquisition was approximately $82.9 million, and was funded primarily by cash reserves ($57.1 million) and certain liabilities assumed ($25.7 million). Total consideration has been allocated to the assets acquired and liabilities assumed based on their estimated respective fair values as of the completion of the acquisition. The acquisition of Ismeca resulted in the recognition of a preliminary estimate of goodwill of approximately $13.5 million and has been assigned to our semiconductor equipment segment. These allocations reflect preliminary estimates that were available at the time of the preparation of this Current Report on Form 8-K/A and are subject to change once finalized.
The unaudited pro forma condensed combined financial information reflecting the combination of Cohu and Ismeca is provided for informational purposes only. The pro forma information is not necessarily indicative of what the combined companies results of operations actually would have been had the acquisition been completed on the dates indicated. In addition, the unaudited pro forma condensed combined financial information does not purport to project the future financial position or operating results of the combined company. The unaudited pro forma condensed combined financial information was prepared using the purchase method of accounting with Cohu treated as the acquirer. Accordingly, the historical consolidated financial information has been adjusted to give effect to the impact of the consideration issued in connection with the acquisition and to give effect to pro forma events that are (i) directly attributable to the acquisition, (ii) factually supportable, and (iii) with respect to the statements of operations, expected to have a continuing impact on the combined results of the companies.
The unaudited pro forma condensed combined balance sheet presents our historical financial position combined with Ismecas as if the acquisition occurred on December 29, 2012, and includes adjustments which give effect to events that are directly attributable to the transaction. Our cost to acquire Ismeca has been allocated to the assets acquired and liabilities assumed based upon managements preliminary internal valuation estimate of their respective fair values as of the date of the acquisition. Definitive allocations will be performed and finalized based upon certain valuations and other studies that will be performed by Cohu with the assistance, in some cases, of outside valuation specialists. Accordingly, the purchase allocation pro forma adjustments are preliminary and have been made solely for the purpose of providing unaudited pro forma condensed combined financial information and are subject to revision based on a final determination of fair value.
The unaudited pro forma condensed combined statement of operations includes certain purchase accounting adjustments as if the acquisition occurred on January 1, 2012, including items expected to have a continuing impact on the combined results, such as amortization expense of acquired tangible and intangible assets. The unaudited pro forma condensed combined statement of operations does not include the impacts of any revenue, cost or other operating synergies that we may achieve as a result of the acquisition, or any additional expenses or costs of integration that we may incur, with respect to the combined companies as such adjustments are not factually supportable at this point in time. The detailed assumptions used to prepare the pro forma financial information are contained in the notes to the unaudited pro forma condensed combined consolidated financial statements, and such assumptions should be reviewed in their entirety.
1
Cohu, Inc. and Ismeca Semiconductor Holding SA
Unaudited Pro Forma Condensed Combined Financial Statements
Cohus fiscal years are based on a 52- or 53-week period ending on the last Saturday in December, whereas prior to the acquisition, Ismeca had a December 31st calendar year-end. In the unaudited pro forma condensed combined statement of operations for the year ended December 29, 2012, Ismecas operating results are as of December 31, 2012. In order to prepare the unaudited pro forma condensed combined balance sheet as of December 29, 2012, Ismecas historical combined statement of financial position as of December 31, 2012, which is within two (2) days of Cohus most recent year-end, was used.
The unaudited pro forma condensed combined consolidated financial statements have been developed from the following sources with the following unaudited adjustments:
Financial information prepared in accordance with Accounting Principles Generally Accepted in the United States of America (U.S. GAAP) for Cohu has been extracted without adjustments from Cohus audited consolidated balance sheet as of December 29, 2012, and Cohus audited consolidated statement of operations for the year then ended, both contained in Cohus Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2013.
Financial information prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) for Ismeca has been extracted without adjustment from Ismecas audited consolidated balance sheet as of December 31, 2012, and consolidated statement of income for the year ended December 31, 2012, contained in Exhibit 99.2 of this Form 8-K/A. These financial statements were originally prepared using the Swiss Franc (CHF) as the reporting currency, and have been translated into U.S. dollars (USD) in the pro forma financial information using the methodology and the exchange rates outlined in Note 5. Certain adjustments have been made to convert the Ismecas IFRS financial information to U.S. GAAP and to align Ismecas accounting policies with Cohus U.S. GAAP based accounting policies. The basis of these adjustments is explained in the notes to the pro forma financial information.
2
COHU, INC. AND ISMECA SEMICONDUCTOR HOLDING SA
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
As of December 29, 2012
(in thousands)
Cohu, Inc. December 29, 2012 (a) |
Ismeca December 31, 2012 (b) |
Pro Forma Adjustments |
Pro Forma Combined |
|||||||||||||
ASSETS |
||||||||||||||||
Current assets: |
||||||||||||||||
Cash, cash equivalents and short-term investments |
$ | 110,229 | $ | 3,665 | $ | (57,143 | )(c) | $ | 56,751 | |||||||
Accounts receivable, net |
36,986 | 22,095 | | 59,081 | ||||||||||||
Inventories: |
||||||||||||||||
Raw materials and purchased parts |
37,140 | 6,721 | | 43,861 | ||||||||||||
Work in process |
14,958 | 4,252 | 1,500 | (d) | 20,710 | |||||||||||
Finished goods |
10,234 | 21 | | 10,255 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
62,332 | 10,994 | 1,500 | 74,826 | |||||||||||||
Deferred taxes and other current assets |
11,536 | 1,320 | | 12,856 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total current assets |
221,083 | 38,074 | (55,643 | ) | 203,514 | |||||||||||
Property, plant and equipment, at cost: |
||||||||||||||||
Land and land improvements |
12,106 | | | 12,106 | ||||||||||||
Buildings and building improvements |
31,209 | 380 | (298 | )(e) | 31,291 | |||||||||||
Machinery and equipment |
40,108 | 11,751 | (10,526 | )(e) | 41,333 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
83,423 | 12,131 | (10,824 | ) | 84,730 | ||||||||||||
Less accumulated depreciation and amortization |
(47,959 | ) | (10,824 | ) | 10,824 | (e) | (47,959 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Net property, plant and equipment |
35,464 | 1,307 | | 36,771 | ||||||||||||
Goodwill |
58,756 | | 13,458 | (f) | 72,214 | |||||||||||
Intangible assets |
18,977 | | 25,372 | (g) | 44,349 | |||||||||||
Deferred taxes and other non-current assets |
593 | 1,717 | 1,440 | (h) | 3,750 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | 334,873 | $ | 41,098 | $ | (15,373 | ) | $ | 360,598 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||||||||||
Current liabilities: |
||||||||||||||||
Accounts payable |
$ | 13,217 | $ | 6,123 | $ | | $ | 19,340 | ||||||||
Other accrued liabilities |
23,163 | 8,154 | | 31,317 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total current liabilities |
36,380 | 14,277 | | 50,657 | ||||||||||||
Other accrued liabilities |
5,847 | 6,611 | | 12,458 | ||||||||||||
Deferred income taxes |
11,747 | | 4,837 | (h) | 16,584 | |||||||||||
Commitments and contingencies Stockholders equity: |
||||||||||||||||
Preferred stock |
| | | | ||||||||||||
Common stock |
24,632 | | | 24,632 | ||||||||||||
Paid-in capital |
83,547 | | | 83,547 | ||||||||||||
Share capital and legal reserves |
| 6,540 | (6,540 | )(i) | | |||||||||||
Retained earnings |
170,937 | 16,961 | (16,961 | )(i) | 170,937 | |||||||||||
Accumulated other comprehensive income (loss) |
1,783 | (3,291 | ) | 3,291 | (i) | 1,783 | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total stockholders equity |
280,899 | 20,210 | (20,210 | ) | 280,899 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | 334,873 | $ | 41,098 | $ | (15,373 | ) | $ | 360,598 | ||||||||
|
|
|
|
|
|
|
|
See accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Statements.
3
COHU, INC. AND ISMECA SEMICONDUCTOR HOLDING SA
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the Year Ended December 29, 2012
(in thousands, except per share amounts)
Cohu, Inc. December 29, 2012 (a) |
Ismeca December 31, 2012 (b) |
Pro Forma Adjustments |
Pro Forma Combined |
|||||||||||||
Net sales |
$ | 221,162 | $ | 84,881 | $ | | $ | 306,043 | ||||||||
Cost and expenses: |
||||||||||||||||
Cost of sales |
153,184 | 52,705 | 2,104 | (c) | 207,993 | |||||||||||
Research and development |
36,171 | 8,949 | | 45,120 | ||||||||||||
Selling, general and administrative |
45,891 | 20,434 | 454 | (c) | 66,779 | |||||||||||
Gain on sale of facility |
| (5,001 | ) | 5,001 | (d) | | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
235,246 | 77,087 | 7,559 | 319,892 | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Income (loss) from operations |
(14,084 | ) | 7,794 | (7,559 | ) | (13,849 | ) | |||||||||
Interest and other income, net |
967 | 755 | (918 | )(e) | 804 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Income (loss) before income taxes |
(13,117 | ) | 8,549 | (8,477 | ) | (13,045 | ) | |||||||||
Income tax provision (benefit) |
(874 | ) | 434 | (309 | )(f) | (749 | ) | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Net income (loss) |
$ | (12,243 | ) | $ | 8,115 | $ | (8,168 | ) | $ | (12,296 | ) | |||||
|
|
|
|
|
|
|
|
|||||||||
Loss per share: |
||||||||||||||||
Basic |
$ | (0.50 | ) | $ | (0.50 | ) | ||||||||||
Diluted |
$ | (0.50 | ) | $ | (0.50 | ) | ||||||||||
Weighted average shares used in computing loss per share: |
||||||||||||||||
Basic |
24,459 | 24,459 | ||||||||||||||
|
|
|
|
|||||||||||||
Diluted |
24,459 | 24,459 | ||||||||||||||
|
|
|
|
See accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Statements.
4
COHU, INC. AND ISMECA SEMICONDUCTOR HOLDING SA
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL STATEMENTS
Note 1. Basis of Pro Forma Presentation
The unaudited pro forma condensed combined consolidated balance sheet as of December 29, 2012 is presented as if our acquisition of Ismeca had occurred on December 29, 2012, combining the historical audited balance sheet of Cohu at December 29, 2012 and the historical balance sheet of Ismeca at December 31, 2012.
The unaudited pro forma condensed combined consolidated statement of operations for the year ended December 29, 2012, illustrates the effect of the acquisition of Ismeca as if it had occurred on January 1, 2012 and combines the historical audited statement of operations of Cohu for the year ended December 29, 2012 and Ismecas historical income statement for the year ended December 31, 2012.
Our acquisition of Ismeca has been accounted for in conformity with ASC 805 and uses the fair value concepts defined in Accounting Standards Codification 820, Fair Value Measurements and Disclosures (ASC 820-10). ASC 805 requires, among other things, that most assets acquired and liabilities assumed in an acquisition be recognized at their fair values as of the acquisition date and requires that fair value be measured based on the principles in ASC 820-10. ASC 820-10 clarifies that 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. ASC 820-10 also requires that a fair value measurement reflect the assumptions market participants would use in pricing an asset or liability based on the best information available.
Under ASC 805, acquisition-related transaction costs (e.g., professional fees for legal, accounting, tax, due diligence, valuation and other related services, etc.) are not included as a component of consideration transferred, but are accounted for as expenses in the periods in which the costs are incurred. Total acquisition-related transaction costs incurred by Cohu during the year ended December 29, 2012 were approximately $2.3 million and are included in selling, general and administrative expense. Seller divestment bonuses of approximately $3.1 million are included in Ismecas income statement for the year ended December 31, 2012.
Note 2. Summary of Significant Accounting Policies
The pro forma condensed combined consolidated information has been compiled in a manner consistent with the accounting policies adopted by Cohu. Adjustments were made for the differences between IFRS and U.S. GAAP, as set out further in Note 5, together with adjustments arising as part of acquisition accounting. Apart from these adjustments, the accounting policies of Ismeca were not deemed to be materially different from those adopted by Cohu.
Note 3. Preliminary Purchase Price Allocation
The total estimated purchase price was allocated to Ismecas net tangible and intangible assets based on their estimated fair values as of December 29, 2012, the effective date of the acquisition for the purposes of this pro forma presentation. The table below represents a preliminary allocation of purchase price based on managements internal evaluation to estimate their respective fair values, as described in the introduction to these unaudited pro forma condensed combined financial statements (in thousands):
Current assets |
$ | 39,574 | ||
Non-current assets |
4,464 | |||
Intangible assets |
25,372 | |||
Goodwill |
13,458 | |||
|
|
|||
Total assets acquired |
82,868 | |||
Liabilities assumed |
(25,725 | ) | ||
|
|
|||
Net assets acquired |
$ | 57,143 | ||
|
|
5
COHU, INC. AND ISMECA SEMICONDUCTOR HOLDING SA
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL STATEMENTS
Upon completion of the fair value assessment, Cohu anticipates that the ultimate purchase price allocation will differ from the preliminary assessment outlined above. Any changes to the initial estimates of the fair value of the assets and liabilities will likely be allocated to intangible assets or residual goodwill and related deferred taxes.
Of the total purchase price, $25.4 million has been allocated to definite and indefinite-lived intangible assets acquired. Definite-lived intangible assets of $20.5 million consist of the value assigned to Ismecas unpatented complete technology of $16.8 million, customer relationships of $3.6 million and trade name of $4.9 million. The amortization related to these intangible assets is reflected as a pro forma adjustment to the unaudited pro forma condensed combined statement of operations. Any excess of the purchase price over the estimated fair value of the net assets acquired has been recorded as goodwill. The acquisition was nontaxable and certain of the assets acquired, including goodwill and intangibles, will not be deductible for tax purposes.
The preliminary allocation of the other intangible assets included in these pro forma financial statements is as follows:
Description |
Estimated Fair Value (in thousands) |
Estimated Average Remaining Useful Life |
||||||
Unpatented complete technology |
$ | 16,832 | 8 years | |||||
Customer relationships |
3,632 | 8 years | ||||||
Trade name |
4,908 | Indefinite | ||||||
|
|
|||||||
$ | 25,372 | |||||||
|
|
The value assigned to Ismecas unpatented complete technology was determined by discounting the estimated future cash flows associated with the existing developed and core technologies to their present value. Developed and core technology, which comprise products that have reached technological feasibility, includes the products in Ismecas product line. The revenue estimates used to value the unpatented complete technology were based on estimates of relevant market sizes and growth factors, expected trends in technology and the nature and expected timing of new product introductions by Ismeca and its competitors. The rates utilized to discount the net cash flows of unpatented complete technology to their present value are based on the risks associated with the respective cash flows taking into consideration the weighted average cost of capital of Cohus semiconductor equipment segment.
The value assigned to Ismecas customer relationships was determined by discounting the estimated cash flows associated with the existing customers as of the acquisition date taking into consideration expected attrition of the existing customer base. The estimated cash flows were based on revenues for those existing customers net of operating expenses and net contributory asset charges associated with servicing those customers. The estimated revenues were based on revenue growth rates for the back-end semiconductor equipment industry. Operating expenses were estimated based on the supporting infrastructure expected to sustain the assumed revenue growth rates. Net contributory asset charges were based on the estimated fair value of those assets that contribute to the generation of the estimated cash flows.
The acquired intangible assets related to the Ismeca acquisition will result in the following approximate annual amortization expense in future periods (in thousands):
2013 |
$ | 2,558 | ||
2014 |
2,558 | |||
2015 |
2,558 | |||
2016 |
2,558 | |||
2017 |
2,558 | |||
There after |
7,674 | |||
|
|
|||
Total |
$ | 20,464 | ||
|
|
6
COHU, INC. AND ISMECA SEMICONDUCTOR HOLDING SA
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL STATEMENTS
Note 4. Pro Forma Adjustments
Pro forma adjustments are necessary to reflect the estimated purchase price, to adjust amounts related to Ismecas net tangible and intangible assets to a preliminary estimate of the fair values of those assets, to reflect the amortization expense related to the estimated amortizable intangible assets and to reclassify certain of Ismecas amounts to conform to Cohus presentation.
In the process of finalizing our purchase price allocation, if information becomes available which would indicate the existence of a material preacquisition contingency and it is determined that events giving rise to the contingency occurred prior to the acquisition date and the amounts can be reasonably estimated, such items will be included in our final purchase price allocation.
The pro forma adjustments included in the unaudited pro forma condensed combined balance sheet are as follows:
(a) | Represents Cohus historical consolidated balance sheet as of December 29, 2012. |
(b) | Represents Ismecas historical consolidated balance sheet as of December 31, 2012. |
(c) | Adjustment to reflect the net cash paid to Seller of approximately $57.1 million. |
(d) | Adjustment to reflect the estimated fair value of inventories acquired. |
(e) | Adjustment to record certain leasehold improvements, machinery and equipment at estimated fair value and to amend the presentation of historical cost and accumulated depreciation to reflect this change. |
(f) | Adjustment to reflect the estimated fair value of goodwill based on net assets acquired as if the acquisition occurred on December 29, 2012. |
(g) | Adjustment of approximately $25.4 million, to record identifiable intangible assets at estimated fair value. |
(h) | Adjustment to record the tax effects of the various purchase accounting entries recorded as a result of the Acquisition. |
(i) | Adjustment to eliminate the historical shareholder equity accounts of Ismeca. |
The pro forma adjustments included in the unaudited pro forma condensed combined statements of operations are as follows:
(a) | Represents Cohus historical consolidated statement of operations for the year ended December 29, 2012. |
(b) | Represents Ismecas historical consolidated statement of operations for the year ended December 31, 2012. |
(c) | Adjustment to reflect estimated additional intangible asset amortization expense of $2.6 million for the year ended December 29, 2012, resulting from the fair value adjustments to Ismecas intangible assets. |
(d) | Ownership of the facility that Ismecas headquarters in La Chaux-de-Fonds occupies was not transferred to Cohu as part of the Acquisition and, as a result, an adjustment to remove the gain on the sale of this facility of $5.0 million has been made. |
(e) | Represents the estimated reduction in interest income earned on Cohus cash and short-term investments (cash reserves) of approximately of $0.2 million for the year ended December 29, 2012 and to eliminate $1.1 million of sublease rent received by Ismeca and $0.4 million of building depreciation and maintenance expense, associated with the subleased portion of the facility. As noted in (d) above, ownership of this facility, which generated this income, was not transferred to Cohu as a result of the Acquisition. We assumed that the purchase price of $57.1 million was paid on the first day of the period and the estimated reduction to interest income was derived based on the average yield earned by Cohu for the applicable periods. |
7
COHU, INC. AND ISMECA SEMICONDUCTOR HOLDING SA
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL STATEMENTS
(f) | Adjustment to apply the applicable estimated statutory rates to the pretax earnings of the pro forma adjustments for the year ended December 29, 2012. |
Note 5. IFRS to U.S. GAAP Adjustments and Foreign Currency Translation
The consolidated financial statements of Ismeca, have been prepared and presented in accordance with IFRS as issued by the IASB which varies in certain significant respects from U.S. GAAP. The principal differences between IFRS and U.S. GAAP that affect the Ismeca financial statements relate to the treatment of revenue recognition, the accounting for post-retirement benefits, and the related income tax effect.
Ismeca translated its historical financial information into CHF based upon the requirements of IFRS. Based upon our review of Ismecas historical financial statements and our understanding of the differences between U.S. GAAP and IFRS, we are not aware of any further adjustments that we would need to make to Ismecas historical financial statements relating to foreign currency translation. Certain balances have been reclassified from the Ismeca financial statements so that their presentation would be consistent with Cohu. Ismecas reporting currency for its historical financial information is the CHF. The U.S. GAAP financial information has been translated from CHF to USD using historic average exchange rates applicable to Ismeca during the period presented for the Pro Forma Statement of Operations and the period end exchange rate for the Pro Forma Balance Sheet.
Consolidated Balance Sheet
The following table reflects the adjustments made to Ismecas consolidated balance sheet as of December 31, 2012 to convert IFRS to U.S. GAAP and from CHF to USD using an exchange rate of 1.09 per franc:
Ismeca IFRS - CHF December 31, 2012 |
Adjustments to reconcile IFRS to U.S. GAAP/Cohu Presentation - CHF December 31, 2012 |
Ismeca U.S. GAAP - CHF December 31, 2012 |
Ismeca U.S. GAAP - USD December 31, 2012 |
|||||||||||||||||||||||||
Courrent assets |
CHF | 34,930 | CHF | | CHF | 34,930 | $ | 38,074 | ||||||||||||||||||||
Non-current assets |
2,608 | 167 | (a) | 2,775 | 3,024 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total assets |
CHF | 37,538 | CHF | 167 | CHF | 37,705 | $ | 41,098 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Current liabilities |
CHF | 13,098 | CHF | | CHF | 13,098 | $ | 14,277 | ||||||||||||||||||||
Non-current liabilities |
5,138 | 927 | (a) | 6,065 | 6,611 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||||||
18,236 | 927 | 19,163 | 20,888 | |||||||||||||||||||||||||
Total shareholders equity |
19,302 | (760 | )(a) | 18,542 | 20,210 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||||||
CHF | 37,538 | CHF | 167 | CHF | 37,705 | $ | 41,098 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
(a) | Adjustments to Non-current Assets, Non-current Liabilities and Shareholders EquityUnder IFRS and U.S. GAAP there a number of significant differences in the area of accounting for pension and other post-retirement benefits. An adjustment has been made to increase the non-current liability and shareholders equity, net of related income tax effect, to reflect the application of U.S. GAAP with respect to Ismecas post-retirement benefit plan. |
8
COHU, INC. AND ISMECA SEMICONDUCTOR HOLDING SA
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL STATEMENTS
Consolidated Statement of Income
The following table reflects the adjustments made to Ismecas consolidated statement of operations for the twelve months ended December 31, 2012 to convert IFRS to U.S. GAAP and from CHF to USD using an exchange rate of 1.07 per franc:
Ismeca IFRS - CHF December 31, 2012 |
Adjustments to reconcile IFRS to U.S. GAAP/Cohu Presentation - CHF December 31, 2012 |
Ismeca U.S. GAAP - CHF December 31, 2012 |
Ismeca U.S. GAAP - USD December 31, 2012 |
|||||||||||||||||||||||||
Net revenues |
CHF | 76,738 | CHF | 2,590 | (a) | CHF | 79,328 | $ | 84,881 | |||||||||||||||||||
Cost of sales |
48,386 | 871 | (b) | 49,257 | 52,705 | |||||||||||||||||||||||
Research and development |
8,009 | 355 | (c) | 8,364 | 8,949 | |||||||||||||||||||||||
Selling, general and administrative |
18,577 | 521 | (c) | 19,098 | 20,434 | |||||||||||||||||||||||
Gain on sale of facility |
| (4,674 | )(d) | (4,674 | ) | (5,001 | ) | |||||||||||||||||||||
Other operating expenses |
338 | (338 | )(e) | | | |||||||||||||||||||||||
Other operating income |
(5,668 | ) | 5,668 | (e) | | | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||||||
69,642 | 2,402 | 72,044 | 77,087 | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Income from operations |
7,096 | 188 | 7,284 | 7,794 | ||||||||||||||||||||||||
Interest and other income, net |
| 706 | (e) | 706 | 755 | |||||||||||||||||||||||
Financial income |
199 | (199 | )(e) | | | |||||||||||||||||||||||
Financial expenses |
(149 | ) | 149 | (e) | | | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Income before income taxes |
7,146 | 844 | 7,990 | 8,549 | ||||||||||||||||||||||||
Tax expense |
405 | | 405 | 434 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Net income |
CHF | 6,741 | CHF | 844 | CHF | 7,585 | $ | 8,115 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
(a) | Revenue RecognitionUnder IFRS revenue is recognized when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and the stage of completion of the transaction can be measured reliably. Under U.S. GAAP, revenue is recognized when there is persuasive evidence of an arrangement, title and risk of loss have passed, delivery has occurred or the services have been rendered, the sales price is fixed or determinable and collection of the related receivable is reasonably assured. In certain instances, customer payment terms may provide that a minority portion (e.g. 20%) of the equipment purchase price be paid only upon customer acceptance. In those situations under U.S. GAAP, the majority portion (e.g. 80%) of revenue where payment is tied to shipment and the entire product cost of sale are recognized upon shipment and passage of title and the minority portion of the purchase price related to customer acceptance is deferred and recognized upon receipt of customer acceptance and an adjustment (CHF 2.6 million) has been made to the statement of income to increase Ismecas net revenues in accordance with US GAAP. |
(b) | Adjustments to Cost of Salescost of sales consists primarily of the cost of materials, assembly and test labor, which includes salaries and benefit costs of employees, and overhead from operations. An adjustment (CHF 0.6 million) has been made to recognize the appropriate costs associated with the revenue adjustment described in (a) above. Under IFRS and U.S. GAAP there a number of significant differences in the area of accounting for pension and other post-retirement benefits. An adjustment (CHF 0.3 million) has been made to increase cost of sales to reflect the application of U.S. GAAP with respect to employees participating in Ismecas post-retirement benefit plan. |
(c) | Adjustments to Research and Development and Selling, General and Administrative Expenseas noted above, there are a number of significant differences in the area of accounting for pension and other post-retirement benefits under IFRS and U.S. GAAP. Adjustments to research and development expense (CHF 0.4 million) and selling, general and administrative expense (CHF 0.5 million) have been made to reflect the application of U.S. GAAP with respect to employees participating in Ismecas post-retirement benefit plan. |
9
COHU, INC. AND ISMECA SEMICONDUCTOR HOLDING SA
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL STATEMENTS
(d) | Gain on Sale of Facilitywe have reclassified the gain generated by the sale of the facility that Ismecas headquarters in La Chaux-de-Fonds occupies from other operating income to gain on sale of facility in the U.S. GAAP statement of income in accordance with Cohus accounting policy. |
(e) | Reclassification of other operating expense, other operating income, financial income and financial expenseadjustments have been made to reclassify other operating expense (CHF 0.3 million) and other operating income (CHF 1.0 million) which represent sublease rent received and building depreciation and maintenance expense, associated with the subleased portion of the facility, and financial income and financial expense to interest and other income (expense), net in accordance with Cohus accounting policy. |
10