cohu20160211_8k.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported):

  

February 11, 2016

 

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) 

 

Registrant’s 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))

 

 

 
 

 

 

Item 2.02 Results of Operations and Financial Condition.

 

On February 11, 2016, Cohu, Inc. (the "Company") issued a press release regarding its financial results for the fourth quarter and full year ended December 26, 2015. The Company’s press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

 

The information in this Item 2.02 of this Current Report on Form 8-K and the Exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing.

 

In addition to financial results determined in accordance with generally accepted accounting principles (“GAAP”), the earnings press release also contains financial information determined by methods other than in accordance with GAAP. The Company’s management uses these non-GAAP measures in their analysis of the Company’s performance. These non-GAAP financial measures adjust the Company's actual results prepared under GAAP to exclude charges and the related income tax effect for share-based compensation, the amortization of acquired intangible assets, manufacturing transition costs, employee severance costs, asset impairments and the gain generated by the sale-leaseback of a facility. These non-GAAP measures are not meant as a substitute for GAAP, but are included solely for informational and comparative purposes. The Company's management believes that this information can assist investors in evaluating the Company’s operational trends, financial performance, and cash generating capacity. Management believes these non-GAAP measures allow investors to evaluate the Company’s financial performance using some of the same measures as management. These disclosures should not be viewed as a substitute for operating results determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies.

 

Item 9.01 Financial Statements and Exhibits.

 

The exhibit listed below is being furnished with this Current Report on Form 8-K.

 

(d) Exhibits

 

Exhibit No. - 99.1

 

Description – Fourth Quarter 2015 Earnings Release, dated February 11, 2016, of Cohu, Inc.

 

 

 
 

 

 

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.

 

 

 

 

 

 

 

 

 

February 12, 2016

By:

/s/ Jeffrey D. Jones

 

 

 

Name: Jeffrey D. Jones

 

 

 

Title: VP Finance and Chief Financial Officer

 

 

 

 
 

 

  

Exhibit Index

 

Exhibit No.

  

Description

 

  

 

99.1

  

Fourth Quarter 2015 Earnings Release, dated February 11, 2016, of Cohu, Inc.

 

ex99-1.htm

Exhibit 99.1

 

 

 

Cohu Reports Fourth Quarter 2015 Operating Results

 

 

Q4 sales of $63.5 million

 

 

Q4 non-GAAP adjusted EPS of $0.09; GAAP income per share of $0.08 

 

 

Received first customer order for new wafer level package prober

 

POWAY, Calif., February 11, 2016 -- Cohu, Inc. (NASDAQ:COHU) today reported fiscal 2015 fourth quarter net sales of $63.5 million and GAAP income of $2.3 million or $0.08 per share. Net sales for the twelve months ended 2015 were $269.7 million and GAAP income was $5.8 million or $0.22 per share. Income for the fourth quarter and year ended December 26, 2015 includes a $3.2 million, pretax gain on the sale-leaseback of the Company’s Poway headquarters. (1)

 

The Company also reported non-GAAP results, with fourth quarter 2015 income of $2.4 million or $0.09 per share and income of $15.7 million or $0.58 per share for the twelve months ended 2015. (1)

 

GAAP Results (1)

                                       
                                         

(in millions, except per share amounts)

 

Q4 FY 2015

   

Q3 FY 2015

   

Q4 FY 2014

   

12 Months 2015

   

12 Months 2014

 
                                         

Net sales

  $ 63.5     $ 67.5     $ 90.6     $ 269.7     $ 316.6  
                                         

Income

  $ 2.3     $ 1.3     $ 5.3     $ 5.8     $ 14.8  

Income per share

  $ 0.08     $ 0.05     $ 0.20     $ 0.22     $ 0.57  

 

Non-GAAP Results (1)

                                       
                                         

(in millions, except per share amounts)

 

Q4 FY 2015

   

Q3 FY 2015

   

Q4 FY 2014

   

12 Months 2015

   

12 Months 2014

 
                                         

Income

  $ 2.4     $ 4.4     $ 8.6     $ 15.7     $ 28.3  

Income per share

  $ 0.09     $ 0.17     $ 0.33     $ 0.58     $ 1.09  

 

 

(1)

On June 10, 2015 the Company announced the sale of its mobile microwave communication equipment business, Broadcast Microwave Services, Inc. (“BMS”) and, as a result, the operating results of BMS have been presented as discontinued operations and all prior period amounts have been reclassified accordingly. All amounts presented are from continuing operations.

 

Cash increased during the fourth quarter of 2015 and total cash and investments at the end of the year were $117.0 million.

 

Luis Müller, President and Chief Executive Officer of Cohu stated, “We delivered strong results in a challenging environment, and another sequential increase in orders in the fourth quarter that included the first customer order for our new wafer level package prober. Importantly, 2015 was the year we set the foundation for expansion into adjacent markets with a sole focus on the semiconductor industry.”  

 

Müller concluded, “We started the new year with encouraging near-term customer forecasts. Our strategy for 2016 is centered on three pillars: expand share in mobility, automotive and solid state markets; implement our growth plans in test contacting and wafer level package test; and continue executing with a strict financial discipline that is delivering results in line with our model.”  

 

 

 
 

 

 

Cohu expects first quarter 2016 sales to be approximately $64 million. Cohu's Board of Directors approved a quarterly cash dividend of $0.06 per share payable on April 15, 2016 to shareholders of record on March 1, 2016. Cohu has paid consecutive quarterly cash dividends since 1977.

 

Use of Non-GAAP Financial Information:

 

Included within this press release are non-GAAP financial measures that supplement the Company's Condensed Consolidated Statements of Income prepared under generally accepted accounting principles (GAAP). These non-GAAP financial measures adjust the Company's actual results prepared under GAAP to exclude charges and the related income tax effect for share-based compensation, the amortization of acquired intangible assets, manufacturing transition costs, employee severance costs, asset impairments and the gain generated by the sale-leaseback of a facility. Reconciliations of GAAP to non-GAAP amounts for the periods presented herein are provided in schedules accompanying this release and should be considered together with the Condensed Consolidated Statements of Income.

 

These non-GAAP measures are not meant as a substitute for GAAP, but are included solely for informational and comparative purposes. The Company's management believes that this information can assist investors in evaluating the Company’s operational trends, financial performance, and cash generating capacity. Management believes these non-GAAP measures allow investors to evaluate Cohu’s financial performance using some of the same measures as management. However, the non-GAAP financial measures should not be regarded as a replacement for (or superior to) corresponding, similarly captioned, GAAP measures.

 

Forward Looking Statements:

 

Certain matters discussed in this release, including statements regarding expectations of business, customer forecasts and market conditions, sales, revenues, our strategy for 2016 and operating results are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those projected or forecasted. Such risks and uncertainties include, but are not limited to, risks associated with acquisitions, inventory, goodwill and other asset write-downs; our ability to convert new products under development into production on a timely basis, support product development and meet customer delivery and acceptance requirements for next generation equipment; our reliance on third-party contract manufacturers; failure to obtain customer acceptance resulting in the inability to recognize revenue and accounts receivable collection problems; customer orders may be canceled or delayed; the concentration of our revenues from a limited number of customers; intense competition in the semiconductor test handler industry; our reliance on patents and intellectual property; compliance with U.S. export regulations; and the cyclical and unpredictable nature of capital expenditures by semiconductor manufacturers. These and other risks and uncertainties are discussed more fully in Cohu's filings with the Securities and Exchange Commission, including the most recently filed Form 10-K and Form 10-Q. The forward-looking statements included in this release speak only as of the date hereof, and Cohu does not undertake any obligation to update these forward-looking statements to reflect subsequent events or circumstances.

 

About Cohu:

 

Cohu is a leading supplier of semiconductor test and inspection handlers, micro-electro mechanical system (MEMS) test modules, test contactors and thermal sub-systems used by global semiconductor manufacturers and test subcontractors.

 

Cohu will be conducting their conference call on Thursday, February 11, 2016 at 1:30 p.m. Pacific Time/4:30 p.m. Eastern Time. The call will be webcast at www.cohu.com. Replays of the call can be accessed at www.cohu.com.

 

For press releases and other information of interest to investors, please visit Cohu’s website at www.cohu.com. Contact: Jeffrey D. Jones - Investor Relations (858) 848-8106

 

 
 

 

  

COHU, INC. 

CONSOLIDATED STATEMENT OF INCOME 

(Unaudited) 

(in thousands, except per share amounts) 

 

   

Three Months Ended (1)

   

Twelve Months Ended (1)

 
   

December 26,

   

December 27,

   

December 26,

   

December 27,

 
   

2015

   

2014

   

2015

   

2014

 
                                 

Net sales

  $ 63,484     $ 90,587     $ 269,654     $ 316,629  

Cost and expenses:

                               

Cost of sales

    43,087       61,860       180,616       210,657  

Research and development

    8,206       9,083       33,107       36,018  

Selling, general and administrative

    13,164       12,333       51,170       50,551  

Gain on sale of facility (2)

    (3,198 )     -       (3,198 )     -  
      61,259       83,276       261,695       297,226  

Income from operations

    2,225       7,311       7,959       19,403  

Interest and other, net

    25       5       44       30  

Income from continuing operations before taxes

    2,250       7,316       8,003       19,433  

Income tax provision (benefit)

    (40 )     2,041       2,211       4,653  

Income from continuing operations

    2,290       5,275       5,792       14,780  
                                 

Discontinued operations:

                               

Loss from discontinued operations before taxes (3)

    (341 )     (4,942 )     (5,536 )     (6,113 )

Income tax provision (benefit)

    -       (41 )     6       (41 )

Loss from discontinued operations

    (341 )     (4,901 )     (5,542 )     (6,072 )

Net Income

  $ 1,949     $ 374     $ 250     $ 8,708  
                                 
                                 

Income per share:

                               

Basic:

                               

Income from continuing operations

  $ 0.09     $ 0.21     $ 0.22     $ 0.58  

Loss from discontinued operations

    (0.02 )     (0.20 )     (0.21 )     (0.24 )
    $ 0.07     $ 0.01     $ 0.01     $ 0.34  
                                 

Diluted:

                               

Income from continuing operations

  $ 0.08     $ 0.20     $ 0.22     $ 0.57  

Loss from discontinued operations

    (0.01 )     (0.19 )     (0.21 )     (0.24 )
    $ 0.07     $ 0.01     $ 0.01     $ 0.33  
                                 

Weighted average shares used in computing income per share: (4)

                               

Basic

    26,241       25,646       26,057       25,393  

Diluted

    27,115       26,338       26,788       26,006  
                                 

 

 

(1)

The three- and twelve-month periods ended December 26, 2015 and December 27, 2014 were comprised of 13 weeks and 52 weeks, respectively. On June 10, 2015 the Company announced the sale of its mobile microwave communications equipment business and, as a result, the operating results of BMS have been presented as discontinued operations and all prior period amounts have been reclassified accordingly.

 

(2)

The gain on sale of facility resulted from the sale-leaseback of the Company’s Poway headquarters completed on December 4, 2015.

 

(3)

Current year amounts include the loss generated by the sale of our mobile microwave communication equipment business totaling $0.3 million and $3.6 million for the three- and twelve-month periods ended December 26, 2015, respectively. The three- and twelve-month periods ended December 27, 2014 include gains on sale of our video camera business of $0.3 million and $4.4 million, respectively.

 

(4)

The Company has utilized the "control number" concept in the computation of diluted earnings per share to determine whether a potential common stock instrument is dilutive. The control number used is income from continuing operations. The control number concept requires that the same number of potentially dilutive securities applied in computing diluted earnings per share from continuing operations be applied to all other categories of income or loss, regardless of their anti-dilutive effect on such categories.

 

 

 
 

 

  

COHU, INC. 

CONDENSED CONSOLIDATED BALANCE SHEETS 

(in thousands) (Unaudited) 

 

   

December 26,

   

December 27,

 
      2015(1)       2014(1) (2)  

Assets:

               

Current assets:

               

Cash and investments

  $ 117,022     $ 72,040  

Accounts receivable

    59,832       70,490  

Inventories

    51,348       49,200  

Other current assets

    6,261       8,363  

Current assets of discontinued operations

    -       10,318  

Total current assets

    234,463       210,411  

Property, plant & equipment, net (3)

    19,000       31,854  

Goodwill

    60,264       63,132  

Intangible assets, net

    25,297       33,087  

Other assets

    6,322       6,281  

Total assets

  $ 345,346     $ 344,765  
                 

Liabilities & Stockholders’ Equity:

               

Current liabilities:

               

Deferred profit

  $ 3,730     $ 6,941  

Other current liabilities

    59,461       58,493  

Current liabilities of discontinued operations

    -       2,783  

Total current liabilities

    63,191       68,217  

Other noncurrent liabilities

    44,018       28,774  

Noncurrent liabilities of discontinued operations

    -       706  

Stockholders’ equity

    238,137       247,068  

Total liabilities & stockholders’ equity

  $ 345,346     $ 344,765  
                 

 

 

(1)

On June 10, 2015 the Company sold its mobile microwave communication equipment business and, as a result, the operating results of BMS have been presented as discontinued operations and all prior period amounts have been reclassified accordingly.

 

(2)

Certain prior year amounts have been reclassified to conform with current period presentation.

  (3) The decrease in property, plant and equipment resulted from the sale-leaseback of the Company’s Poway headquarters completed on December 4, 2015.

 

 

 
 

 

  

COHU, INC.

Supplemental Reconciliation of GAAP Results to Non-GAAP Financial Measures (Unaudited)

(in thousands, except per share amounts)

 

   

Three Months Ended

 
   

December 26,

   

September 26,

   

December 27,

 
   

2015

   

2015

   

2014

 
                         

Income from operations - GAAP basis (a)

  $ 2,225     $ 2,266     $ 7,311  

Non-GAAP adjustments:

                       

Share-based compensation included in (b):

                       

Cost of goods sold

    153       100       141  

Research and development

    251       256       494  

Selling, general and administrative

    1,270       1,281       1,120  
      1,674       1,637       1,755  

Amortization of intangible assets included in (c):

                       

Cost of goods sold

    1,310       1,364       1,445  

Selling, general and administrative

    454       384       398  
      1,764       1,748       1,843  

Manufacturing transition and severance costs included in (d):

                       

Cost of goods sold

    -       -       (15 )

Selling, general and administrative

    436       184       206  
      436       184       191  
                         

Gain on sale of facility (e)

    (3,198 )     -       -  

Income from operations - non-GAAP basis (f)

  $ 2,901     $ 5,835     $ 11,100  
                         

Income from continuing operations - GAAP basis

  $ 2,290     $ 1,335     $ 5,275  

Non-GAAP adjustments (as scheduled above)

    676       3,569       3,789  

Tax effect of non-GAAP adjustments (g)

    (569 )     (466 )     (493 )

Income from continuing operations - non-GAAP basis

  $ 2,397     $ 4,438     $ 8,571  
                         

GAAP income from continuing operations per share - diluted

  $ 0.08     $ 0.05     $ 0.20  
                         

Non-GAAP income from continuing operations per share - diluted (h)

  $ 0.09     $ 0.17     $ 0.33  
                         

 

Management believes the presentation of these non-GAAP financial measures, when taken together with the corresponding GAAP financial measures, provides meaningful supplemental information regarding the Company's operating performance. Our management uses these non-GAAP financial measures in assessing the Company's operating results, as well as when planning, forecasting and analyzing future periods and these non-GAAP measures allow investors to evaluate the Company’s financial performance using some of the same measures as management. Management views share-based compensation as an expense that is unrelated to the Company’s operational performance as it does not require cash payments and can vary in amount from period to period and the elimination of amortization charges provides better comparability of pre and post-acquisition operating results and to results of businesses utilizing internally developed intangible assets. Manufacturing transition costs relate principally to employee severance expenses incurred as a result of moving certain manufacturing activities to Asia as part of our cost reduction efforts and employee severance are costs incurred in conjunction with the termination of certain employees to streamline our operations and reduce costs.  Management has excluded these costs primarily because they are not reflective of the ongoing operating results and they are not used to assess ongoing operational performance. Excluding this data provides investors with a basis to compare Cohu’s performance against the performance of other companies without this variability. However, the non-GAAP financial measures should not be regarded as a replacement for corresponding, similarly captioned, GAAP measures. The presentation of non-GAAP financial measures above may not be comparable to similarly titled measures reported by other companies and investors should be careful when comparing our non-GAAP financial measures to those of other companies.

 

 

(a)

3.5%, 3.4% and 8.1% of net sales, respectively.

 

(b)

To eliminate compensation expense for employee stock options, stock units and our employee stock purchase plan.

 

(c)

To eliminate the amortization of acquired intangible assets.

 

(d)

To eliminate manufacturing transition and employee severance costs.

 

(e)

To eliminate the gain recognized on the sale-leaseback of the Company’s Poway facility.

 

(f)

4.6%, 8.6% and 12.3% of net sales, respectively.

 

(g)

To adjust the provision for income taxes related to the adjustments described above based on applicable tax rates.

 

(h)

All periods presented were computed using number of GAAP diluted shares outstanding for each period.

 

 

 
 

 

  

COHU, INC.

Supplemental Reconciliation of GAAP Results to Non-GAAP Financial Measures (Unaudited)

(in thousands, except per share amounts)

 

   

Twelve Months Ended

 
   

December 26,

   

December 27,

 
   

2015

   

2014

 
                 

Income from operations - GAAP basis (a)

  $ 7,959     $ 19,403  
                 

Non-GAAP adjustments:

               

Share-based compensation included in (b):

               

Cost of goods sold

    566       491  

Research and development

    1,092       1,858  

Selling, general and administrative

    5,097       4,039  
      6,755       6,388  

Amortization of intangible assets included in (c):

               

Cost of goods sold

    5,420       6,121  

Selling, general and administrative

    1,612       1,681  
      7,032       7,802  
                 

Manufacturing transition and severance costs included in (d):

               

Cost of goods sold

    -       (15 )

Research and development

    -       20  

Selling, general and administrative

    970       1,396  
      970       1,401  
                 

Asset impairment included in selling, general and administrative (e)

    273       -  
                 

Gain on sale of facility (f)

    (3,198 )     -  

Income from operations - non-GAAP basis (g)

  $ 19,791     $ 34,994  
                 

Income from continuing operations - GAAP basis

  $ 5,792     $ 14,780  

Non-GAAP adjustments (as scheduled above)

    11,832       15,591  

Tax effect of non-GAAP adjustments (h)

    (1,961 )     (2,072 )

Income from continuing operations - non-GAAP basis

  $ 15,663     $ 28,299  
                 

GAAP income per share - diluted

  $ 0.22     $ 0.57  
                 

Non-GAAP income per share - diluted (i)

  $ 0.58     $ 1.09  
                 

 

Management believes the presentation of these non-GAAP financial measures, when taken together with the corresponding GAAP financial measures, provides meaningful supplemental information regarding the Company's operating performance. Our management uses these non-GAAP financial measures in assessing the Company's operating results, as well as when planning, forecasting and analyzing future periods and these non-GAAP measures allow investors to evaluate the Company’s financial performance using some of the same measures as management. Management views share-based compensation as an expense that is unrelated to the Company’s operational performance as it does not require cash payments and can vary in amount from period to period and the elimination of amortization charges provides better comparability of pre and post-acquisition operating results and to results of businesses utilizing internally developed intangible assets. Manufacturing transition costs relate principally to employee severance expenses incurred as a result of moving certain manufacturing activities to Asia as part of our cost reduction efforts and employee severance are costs incurred in conjunction with the termination of certain employees to streamline our operations and reduce costs. Management has excluded these costs primarily because they are not reflective of the ongoing operating results and they are not used to assess ongoing operational performance. Impairments are incurred when specific assets or a reporting unit’s carrying value exceeds its fair value. Management has excluded this item because it is not reflective of the ongoing operating results and because of the infrequent and non-cash nature of this activity. Excluding this data provides investors with a basis to compare Cohu’s performance against the performance of other companies without this variability. However, the non-GAAP financial measures should not be regarded as a replacement for corresponding, similarly captioned, GAAP measures. The presentation of non-GAAP financial measures above may not be comparable to similarly titled measures reported by other companies and investors should be careful when comparing our non-GAAP financial measures to those of other companies.

 

 

(a)

3.0% and 6.1% of net sales, respectively.

 

(b)

To eliminate compensation expense for employee stock options, stock units and our employee stock purchase plan.

 

(c)

To eliminate the amortization of acquired intangible assets.

 

(d)

To eliminate manufacturing transition and employee severance costs.

 

(e)

To eliminate the asset impairment charge recorded in the first quarter of 2015.

 

(f)

To eliminate the gain recognized on the sale-leaseback of the Company’s Poway facility.

 

(g)

7.3% and 11.1% of net sales, respectively.

 

(h)

To adjust the provision for income taxes related to the adjustments described above based on applicable tax rates.

 

(i)

All periods presented were computed using number of GAAP diluted shares outstanding for each period.