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 5, 2009

Cohu, Inc.

Delaware		001-04298		95-1934119
(State or other jurisdiction		(Commission		(I.R.S. Employer
of incorporation)		File Number)		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

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:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		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 5, 2009, Cohu, Inc. (the “Company”) issued a press release regarding its financial results for the fourth fiscal quarter and full year ended December 27, 2008. 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.

Item 9.01		Financial Statements and Exhibits.

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

Exhibit No. — 99.1

Description – Fourth Quarter 2008 Earnings Release, dated February 5, 2009, 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.

Exhibit Index

Exhibit No.		Description
99.1		Fourth Quarter 2008 Earnings Release, dated February 5, 2009, of Cohu, Inc.

Exhibit 99.1

Cohu Reports Fourth Quarter and Full Year 2008 Operating Results

POWAY, Calif., February 5, 2009 — Cohu, Inc. (NASDAQ:COHU) today announced that net sales were $41.4 million for the fourth quarter ended December 27, 2008 compared to $57.1 million for the fourth quarter ended December 29, 2007 and $48.0 million for the third quarter ended September 27, 2008. Net loss for the fourth quarter of 2008 was $(7.6) million or $(0.33) per share compared to net income of $2.0 million or $0.09 per share for the fourth quarter of 2007 and $37,000 or $0.00 per share for the third quarter of 2008. Net loss for the fourth quarter ended December 27, 2008 included a $5.5 million pretax charge for the write-down of inventory due to deteriorating business conditions in the back-end semiconductor industry and a $2.6 million charge for acquired in-process research and development associated with our acquisition of Rasco GmbH that closed on December 9, 2008.

Net sales for the year ended December 27, 2008 were $199.7 million with a net loss of $(5.4) million or $(0.23) per share compared to net sales of $241.4 million with net income of $8.0 million or $0.34 per share for the year ended December 29, 2007.

Cohu is presenting unaudited non-GAAP financial measures to provide additional insight into underlying operating performance on a comparable basis. The unaudited non-GAAP financial measures exclude charges and income tax credits for share-based compensation, the amortization of acquired intangible assets and the write-off of acquired in-process research and development. On a non-GAAP basis, the net loss for the fourth quarter of 2008 was $(3.9) million or $(0.17) per share compared to net income of $3.2 million or $0.14 per share in the same period last year.  For the year ended December 27, 2008, net income on a non-GAAP basis was $1.7 million or $0.07 per share compared to $12.6 million or $0.54 per share in the previous year. 

Sales of semiconductor equipment accounted for 69% of fourth quarter 2008 sales. Microwave communications equipment and television cameras and related equipment contributed 19% and 12%, respectively, for the same period.

Orders for the fourth quarter of 2008 were $34.4 million compared to $46.0 million for the third quarter of 2008. Orders for semiconductor equipment decreased to $21.0 million in the fourth quarter of 2008 from $31.0 million in the third quarter of 2008. Backlog was $46.6 million at December 27, 2008 compared to $52.0 million at September 27, 2008. Backlog and orders include amounts associated with Rasco and were $1.8 million in orders received after December 9 and $2.8 million in year end backlog. Cohu expects first quarter 2009 sales to be approximately $33 million. 

James A. Donahue, President and Chief Executive Officer, stated, “Current business conditions are extremely difficult and are not expected to improve in the near term.  The global financial crisis has eroded consumer and business confidence, resulting in lower sales of electronic products and has sharply reduced demand for semiconductors.  Equipment utilization rates at IDMs and test subcontractors have fallen to the 50% range in some cases.  Against this backdrop, customers for backend semiconductor equipment have suspended capital spending for new equipment and reduced purchases of spares and non-essentials. In response to these weak business conditions, we have taken actions to reduce costs and preserve cash, including headcount reductions, pay cuts, suspension of the company’s matching contribution to the 401(k) plan, reduced work hours and mandatory time off.”

Donahue continued, “As recently announced, we completed the acquisition of Rasco in early December. Rasco is a leading supplier of gravity-feed and strip handlers and this acquisition substantially expands our product offering and increases our addressable market.  The integration of Rasco is proceeding well, synergies are on track and we project the Rasco acquisition will deliver meaningful accretion when business conditions improve.” 

Donahue concluded, “We are continuing to invest in new product development and manufacturing initiatives that will enhance our competitive position and financial performance.  With major new IC test handler platforms recently completed or in development in each of our three handler product lines, along with the acquisition of Rasco, we are well-positioned to extend our leadership position in IC test handling. 

While it is not yet possible to see light at the end of the tunnel in this challenging environment, we have the resources to withstand a prolonged downturn and I have never been more confident in our future.”

Cohu’s Board of Directors approved a quarterly cash dividend of $0.06 per share payable on April 24, 2009 to shareholders of record on March 10, 2009. 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 Operations prepared under generally accepted accounting principles (GAAP). These non-GAAP financial measures adjust the Company’s actual results prepared under GAAP to exclude certain charges. In the schedules attached to this press release, the non-GAAP measures have been reconciled to and should be considered together with the Condensed Consolidated Statements of Operations. Reconciliations of GAAP to non-GAAP measures for both the three and twelve-month periods discussed herein are provided in schedules accompanying this release.

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 concerning Cohu’s new products and expectations of business conditions, orders, sales, revenues and operating performance 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, difficulties in integrating the Rasco acquisition; expected synergies and cost savings from the acquisition may not be realized; market opportunities as a result of the acquisition may be smaller than anticipated or may not be realized; reduced demand for our products as a result of the global economic crisis; customer orders may be canceled or delayed; the concentration of our revenues from a limited number of customers; 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; failure to obtain customer acceptance resulting in the inability to recognize revenue and accounts receivable collection problems; inventory write-offs; 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. Cohu assumes no obligation to update the information in this release.

About Cohu:

Cohu is a supplier of test handling, burn-in and thermal solutions used by the global semiconductor industry, microwave communications and closed circuit television equipment.

Cohu will be conducting their conference call on Thursday, February 5, 2009 at 2:00 p.m. Pacific Time/5:00 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.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except per share amounts)

		Three Months Ended (1)								Twelve Months Ended (1)
		December 27,				December 29,				December 27,				December 29,
		2008				2007				2008				2007
Net sales		$	41,401			$	57,124			$	199,659			$	241,389
Cost and expenses:
Cost of sales			33,238				37,886				134,691				162,577
Research and development			8,502				9,038				38,084				38,336
Selling, general and administrative			8,960				8,780				36,612				36,188
Acquired in process research and development (IPR&D) (1)			2,577				—				2,577				—
			53,277				55,704				211,964				237,101
Income (loss) from operations			(11,876	)			1,420				(12,305	)			4,288
Interest and other, net			1,201				2,114				5,483				8,400
Income (loss) from continuing operations before income taxes			(10,675	)			3,534				(6,822	)			12,688
Income tax provision (benefit)			(3,069	)			1,504				(1,379	)			4,667
Income (loss) from continuing operations			(7,606	)			2,030				(5,443	)			8,021
Discontinued operation (2):
Loss from discontinued metal detection equipment operation			—				—				—				(66	)
Income tax benefit			—				—				—				(23	)
Loss from discontinued operations			—				—				—				(43	)
Net income (loss)		$	(7,606	)		$	2,030			$	(5,443	)		$	7,978
Income (loss) per share:
Basic:
Income (loss) from continuing operations		$	(0.33	)		$	0.09			$	(0.23	)		$	0.35
Loss from discontinued operations			—				—				—				(0.00	)
Net income (loss)		$	(0.33	)		$	0.09			$	(0.23	)		$	0.35
Diluted:
Income (loss) from continuing operations		$	(0.33	)		$	0.09			$	(0.23	)		$	0.34
Loss from discontinued operations			—				—				—				(0.00	)
Net income (loss)		$	(0.33	)		$	0.09			$	(0.23	)		$	0.34
Weighted average shares used in computing income (loss) per share (3):
Basic			23,288				23,029				23,179				22,880
Diluted			23,288				23,233				23,179				23,270

COHU, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands) (Unaudited)

		December 27,				December 29,
		2008				2007
Assets:
Current assets:
Cash and investments		$	88,385			$	170,118
Accounts receivable			31,945				45,491
Inventories			53,314				42,165
Deferred taxes and other			25,615				25,952
Current assets of discontinued operations			5				28
Total current assets			199,264				283,754
Property, plant & equipment, net			39,429				29,818
Goodwill			60,820				16,377
Intangible assets, net			40,993				6,695
Other assets			3,194				3,264
Noncurrent assets of discontinued operations held for sale			469				471
Total assets		$	344,169			$	340,379
Liabilities & Stockholders’ Equity:
Current liabilities:
Deferred profit		$	4,434			$	4,868
Other current liabilities			39,107				44,383
Current liabilities of discontinued operations			134				158
Total current liabilities			43,675				49,409
Deferred taxes and other noncurrent liabilities			14,955				7,502
Stockholders’ equity			285,539				283,468
Total liabilities & stockholders’ equity		$	344,169			$	340,379

COHU, INC.
Supplemental Reconciliation of GAAP Results to Non-GAAP Financial Measures (Unaudited)
(in thousands, except per share amounts)

		Three Months Ended
		December 27,				December 29,
		2008				2007
Income (loss) from operations — GAAP basis (a)		$	(11,876	)		$	1,420
Non-GAAP adjustments:
Share-based compensation included in (b):
Costs of goods sold			77				91
Research and development			238				235
Selling, general and administrative			446				614
			761				940
Amortization of intangible assets included in (c):
Costs of goods sold			713				617
Research and development			—				—
Selling, general and administrative			89				48
			802				665
Acquired in-process research and development (d)			2,577				—
Income (loss) from operations — non-GAAP basis (e)		$	(7,736	)		$	3,025
Net income (loss) — GAAP basis		$	(7,606	)		$	2,030
Non-GAAP adjustments (as scheduled above)			4,140				1,605
Tax effect of non-GAAP adjustments (f)			(447	)			(459	)
Net income (loss) — non-GAAP basis		$	(3,913	)		$	3,176
GAAP net income (loss) per share — diluted		$	(0.33	)		$	0.09
Non-GAAP net income (loss) per share — diluted (g)		$	(0.17	)		$	0.14

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. However, the non-GAAP financial measures should not be regarded as a replacement for corresponding, similarly captioned, GAAP measures.

COHU, INC.
Supplemental Reconciliation of GAAP Results to Non-GAAP Financial Measures (Unaudited)
(in thousands, except per share amounts)

		Twelve Months Ended
		December 27,				December 29,
		2008				2007
Income (loss) from operations — GAAP basis (a)		$	(12,305	)		$	4,288
Non-GAAP adjustments:
Share-based compensation included in (b):
Costs of goods sold			343				437
Research and development			1,189				1,173
Selling, general and administrative			2,417				2,468
			3,949				4,078
Amortization of intangible assets included in (c):
Costs of goods sold			2,320				2,306
Research and development			—				—
Selling, general and administrative			233				192
			2,553				2,498
Acquired in-process research and development (d)			2,577				—
Income (loss) from operations — non-GAAP basis (e)		$	(3,226	)		$	10,864
Net income (loss) — GAAP basis		$	(5,443	)		$	7,978
Non-GAAP adjustments (as scheduled above)			9,079				6,576
Tax effect of non-GAAP adjustments (f)			(1,982	)			(1,909	)
Net income — non-GAAP basis		$	1,654			$	12,645
GAAP net income (loss) per share — diluted		$	(0.23	)		$	0.34
Non-GAAP net income per share — diluted (g)		$	0.07			$	0.54

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. However, the non-GAAP financial measures should not be regarded as a replacement for corresponding, similarly captioned, GAAP measures.