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                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D. C. 20549

                                    FORM 10-Q

 X    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES 
- - ---   EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 1995
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                                       OR

      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
- - ---   EXCHANGE ACT OF 1934

Commission file number 1-4298

                                    COHU, INC
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             (Exact name of registrant as specified in its charter)

           Delaware                                      95-1934119
- - -------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)

5755 Kearny Villa Road, San Diego, California                         92123
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(Address of principal executive office)                             (Zip Code)

Registrant's telephone number, including area code               619-277-6700
                                                  ------------------------------

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                                                          Yes  X     No
                                                             -----     -----

                                    4,470,722
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       (Number of shares of common stock outstanding as of March 31, 1995)

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                                      INDEX
                                                                     
Part I
- - ------

 Financial Information:

       Consolidated Balance Sheets (Unaudited)
       March 31, 1995 and December 31, 1994 .......................     3


       Consolidated Statements of Income (Unaudited)
       Three and Nine Months Ended March 31, 1995 and 1994 ........     4


       Consolidated Statements of Cash Flows (Unaudited)
       Nine Months Ended March 31, 1995 and 1994 ..................     5

       Notes to Consolidated Financial Statements .................     6

       Management's Discussion and Analysis of the
       Financial Condition and Results of Operations ..............     7



Part II
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   Other Information ..............................................     8
2 3 CONSOLIDATED BALANCE SHEETS
ASSETS March 31, 1995 December 31, 1994 ---------------- ------------------ (Unaudited) Current assets: Cash and cash equivalents $ 4,640,000 $ 3,096,000 Accounts receivable, less allowance for doubtful accounts 23,038,000 20,487,000 Inventories, at lower of average cost or market: Finished goods 4,621,000 3,920,000 Work in process 10,217,000 8,800,000 Material and parts 15,906,000 15,721,000 ----------- ----------- 30,744,000 28,441,000 Deferred income taxes 3,250,000 3,250,000 Prepaid expenses 679,000 638,000 ----------- ----------- Total current assets 62,351,000 55,912,000 Property, plant and equipment, at cost: Land and land improvements 150,000 150,000 Buildings and building improvements 7,775,000 7,721,000 Machinery and electronic test equipment 7,320,000 7,314,000 Office furniture and fixtures 3,351,000 3,251,000 ----------- ----------- 18,596,000 18,436,000 Less accumulated depreciation and amortization 9,612,000 9,357,000 ----------- ----------- Net property, plant and equipment 8,984,000 9,079,000 Goodwill, net 3,190,000 3,315,000 Other assets 62,000 62,000 ----------- ----------- $74,587,000 $68,368,000 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts and commissions payable $12,684,000 $ 8,599,000 Income taxes payable 3,166,000 1,930,000 Other accrued liabilities 6,100,000 7,303,000 ----------- ----------- Total current liabilities 21,950,000 17,832,000 Long-term note payable to bank -- 1,400,000 Accrued retiree medical benefits 815,000 801,000 Deferred income taxes 964,000 964,000 Stockholders' equity: Preferred stock -- -- Common stock 4,471,000 4,405,000 Paid in excess of par 6,763,000 6,510,000 Retained earnings 39,624,000 36,456,000 ----------- ----------- Total stockholders' equity 50,858,000 47,371,000 ----------- ----------- $74,587,000 $68,368,000 =========== ===========
See accompanying notes 3 4 CONSOLIDATED STATEMENTS OF INCOME
Three Months Ended March 31, 1995 1994 ------------ ----------- (Unaudited) Net sales $ 32,182,000 $17,518,000 Cost and expenses: Cost of sales 19,359,000 10,452,000 Research and development 2,235,000 1,534,000 Selling, general and administrative 4,932,000 2,970,000 ------------ ----------- Income from operations 5,656,000 2,562,000 Interest income 34,000 19,000 Interest expense (10,000) -- ------------ ----------- Income before income taxes 5,680,000 2,581,000 Provision for income taxes 2,200,000 950,000 ------------ ----------- Net income $ 3,480,000 $ 1,631,000 ============ =========== Net income per share $ .74 $ .39 ============ ===========
See accompanying notes 4 5 CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended March 31, 1995 1994 ----------- ----------- (Unaudited) Cash flows from operating activities: Net income $ 3,480,000 $ 1,631,000 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 394,000 245,000 Increase in accrued retiree medical benefits 14,000 15,000 Changes in assets and liabilities: Accounts receivable (2,551,000) (4,772,000) Inventories (2,303,000) (2,303,000) Prepaid expenses (41,000) (29,000) Accounts and commissions payable 4,085,000 4,010,000 Income tax payable 1,236,000 150,000 Accrued liabilities (1,203,000) 237,000 ----------- ----------- Net cash provided from (used by) operating activities 3,111,000 (816,000) Cash flows from investing activities: Purchase of equipment (174,000) (90,000) ----------- ----------- Net cash used for investing activities (174,000) (90,000) Cash flows from financing activities: Reduction in long-term borrowings (1,400,000) -- Sale of stock, net 319,000 56,000 Dividends paid (312,000) (245,000) ----------- ----------- Net cash used for financing activities (1,393,000) (189,000) ----------- ----------- Net increase (decrease) in cash and cash equivalents 1,544,000 (1,797,000) Cash and cash equivalents at beginning of period 3,096,000 3,911,000 ----------- ----------- Cash and cash equivalents at end of period $ 4,640,000 $ 2,114,000 =========== ===========
See accompanying notes 5 6 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1 - The accompanying financial information is unaudited but includes all adjustments (consisting of normal recurring adjustments) which the Company considers necessary for a fair statement of the results for the period. The operating results for the three months ended March 31, 1995 are not necessarily indicative of the operating results for the entire year. 2 - Per share information is based on the weighted average common shares and common share equivalents outstanding during each period. The shares that were used in the calculation of net income per share for the three months ended March 31, 1995 were 4,698,000 and 4,221,000 shares, respectively. 3 - On June 22, 1994 the Company acquired Daymarc Corporation, a privately-held manufacturer of gravity feed semiconductor test handling equipment that complements the pick and place test handling equipment manufactured by Delta Design. The Company issued 280,000 shares of Cohu common stock, an option to purchase 70,000 shares of Cohu common stock and paid $4,000,000 in cash to the securityholders of Daymarc. In addition, performance-based consideration may be payable in Cohu common stock and cash which could total approximately $8,000,000 over the next four years. The acquisition has been accounted for as a purchase and goodwill will be amortized on a straight-line basis over twenty years. The Company's consolidated financial statements include the results of Daymarc from June 22, 1994 forward. The $4,000,000 payment made to securityholders of Daymarc was funded by borrowing $4,000,000 of long term debt payable over four years. Assuming that the acquisition of Daymarc had occurred on the first day of the Company's year ended December 31, 1994, pro forma condensed consolidated results of operations would be as follows: Pro Forma Results of Operations (in thousands, except per share data) (unaudited)
Three Months Ended March 31, 1994 ------------------ Net sales $25,132 Net income 2,653 Net income per share .59
These results give effect to pro forma adjustments that include the amortization of goodwill, issuance of 280,000 shares of Cohu common stock and interest expense on long term debt. This pro forma information is not necessarily indicative of the actual results that would have been achieved had Daymarc been acquired the first day of the Company's year ended December 31, 1994. 6 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS First Quarter 1995 compared to First Quarter 1994 Net sales increased 84% to $32,182,000 in 1995 compared to sales of $17,518,000 in 1994. Sales of semiconductor test handling equipment increased 129% in 1995 with 67% of the increase due to increased sales of pick and place handling equipment by Delta Design and 62% of the increase attributable to the inclusion of Daymarc's operating results in 1995. Sales of television cameras and equipment increased 25% while the combined sales of metal detection and microwave equipment increased slightly in 1995. Gross Margins as a percentage of sales remained constant at approximately 40% for 1995 and 1994. Research and development expense as a percentage of sales decreased to 7% in 1995 from an abnormally high 9% in 1994. Selling, general and administrative expense decreased to 15% in 1995 from 17% in 1994 due to cost containment measures and lower commissions and selling expenses on semiconductor test handling equipment. The provision for income taxes expressed as a percentage of pre-tax income was 39% in both 1995 and the year ended December 31, 1994. Net income increased 113% to $3,480,000 in 1995 from $1,631,000 in 1994. The Company's results are substantially dependent on the results of the semiconductor test handling equipment business conducted by its wholly-owned subsidiaries, Delta Design and Daymarc Corporation. This capital equipment business is in turn highly dependent on the overall strength of the semiconductor industry. Worldwide demand for semiconductors has historically been subject to substantial cyclical swings of varying duration and magnitude, and is currently in a period of relative strength. The Company's favorable results in recent periods are in part reflective of this current strength in the semiconductor industry. The Company cannot predict how long the current period of relative strength will continue. The Company's backlog can be expected to decline concurrently with or possibly in advance of the next period of relative weakness in worldwide demand for semiconductors. The Company attempts to keep its production capacity, labor force and other aspects of its cost structure in line with expected demand. Liquidity - The Company's net cash flows generated from operating activities was $3,111,000. Accounts receivable increased $2,551,000 due to higher first quarter sales. Inventory increased $2,303,000 in anticipation of increased future sales. Accounts and commission payables increased $4,085,000 mainly due to purchases related to the increase in inventory and increased sales. Net cash used for investing activities was $174,000 which was used for the purchase of equipment. Net cash used for financing activities was $1,393,000. Cash used by financing activities included a $1,400,000 final payment on long-term borrowing and $312,000 cash used for dividends. The Company has $3,000,000 available under its current short term line of credit and working capital of $40,401,000. It is anticipated that present working capital, profitable operations and available borrowings under the credit line will be sufficient to meet the Company's normal operating requirements and the anticipated capital expenditures for 1995 of approximately $2,000,000. 7 8 Part II Items not applicable The information set forth herein reflects all adjustments which are, in the opinion of management, necessary for a fair statement of the results for the interim period shown. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1935, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. COHU, INC. Date: 5/11/95 /s/ J.W. BARNES -------------------- ----------------------------- J. W. Barnes, President & CEO Date: 5/11/95 /s/ CHARLES A. SCHWAN -------------------- ----------------------------- Charles A. Schwan, VP-Finance 8
 

5 This schedule contains summary financial information extracted from the company's Consolidated Balance Sheet at March 31, 1995 and the Consolidated Statement of Income for the three months ended March 31, 1995 and is qualified in its entirety by reference to such financial statements. 1 U.S. DOLLARS 3-MOS DEC-31-1995 JAN-01-1995 MAR-31-1995 1 4,640,000 0 23,038,000 0 30,744,000 62,351,000 18,596,000 9,612,000 74,587,000 21,950,000 0 4,471,000 0 0 46,387,000 74,587,000 32,182,000 0 19,359,000 26,502,000 0 0 10,000 5,680,000 2,200,000 3,480,000 0 0 0 3,480,000 .74 0