8-K
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): July 22, 2009
Cohu, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-04298
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95-1934119 |
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer |
of incorporation)
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File Number)
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Identification No.) |
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12367 Crosthwaite Circle, Poway, |
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California
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92064 |
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(Address of principal executive offices)
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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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 July 22, 2009, Cohu, Inc. (the Company) issued a press release regarding its financial results
for the second fiscal quarter ended June 27, 2009. The Companys 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 Companys management uses these non-GAAP measures
in their analysis of the Companys performance. These non-GAAP financial measures adjust the
Companys actual results prepared under GAAP to exclude charges and the related income tax effect
for share-based compensation, the amortization of acquired intangible assets and the deferred tax
asset valuation allowance. These non-GAAP measures are not meant as a substitute for GAAP, but are
included solely for informational and comparative purposes. The Companys management believes that
this information can assist investors in evaluating the Companys operational trends, financial
performance, and cash generating capacity. Management believes these non-GAAP measures allow
investors to evaluate the Companys 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.
Exhibit No. 99.1
Description Second Quarter 2009 Earnings Release, dated July 22, 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.
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Cohu, Inc.
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July 23, 2009 |
By: |
Jeffrey D. Jones
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Name: |
Jeffrey D. Jones |
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Title: |
VP Finance and Chief Financial Officer |
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Exhibit Index
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Exhibit No. |
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Description |
99.1
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Second Quarter 2009 Earnings Release, dated July 22, 2009, of Cohu, Inc. |
EX-99.1
Exhibit 99.1
Cohu Reports Second Quarter 2009 Operating Results
POWAY, Calif., July 22, 2009 Cohu, Inc. (NASDAQ:COHU) today announced that net sales were $38.4
million for the second quarter ended June 27, 2009 compared to $51.8 million for the second quarter
ended June 28, 2008 and $36.6 million for the first quarter ended March 28, 2009. The net loss for
the second quarter of 2009 was $(22.6) million or $(0.97) per share compared to net income of $0.2
million or $0.01 per share for the second quarter of 2008 and a net loss of $(6.3) million or
$(0.27) per share for the first quarter of 2009. The net loss for the quarter ended June 27, 2009
includes a non-cash charge of $19.6 million, or $0.84 per share, for an increase in the valuation
allowance against our deferred tax assets.
Net sales for the first six months of 2009 were $75.0 million with a net loss of $(28.9) million or
$(1.24) per share compared to net sales of $110.2 million with net income of $2.1 million or $0.09
per share for the first six months of 2008.
On a non-GAAP basis, net loss for the second quarter of 2009 was $(1.4) million or $(0.06) per
share compared to net income of $1.4 million or $0.06 per share in the same period last year. For
the first six months of 2009, net loss on a non-GAAP basis was $(6.1) million or $(0.26) per share
compared to net income of $4.5 million or $0.19 per share in the previous year. These non-GAAP
financial measures exclude charges and the related income tax effect for share-based compensation,
the amortization of acquired intangible assets and the deferred tax asset valuation allowance.
Sales of semiconductor equipment accounted for 64.4% of second quarter 2009 sales. Microwave
communications equipment and television cameras and related equipment contributed 24.2% and 11.4%,
respectively, for the same period.
Orders were $45.6 million for the second quarter of 2009 and $34.4 million for the first quarter of
2009. Orders for semiconductor equipment were $33.3 million in the second quarter of 2009 compared
to $20.2 million in the first quarter of 2009. Total consolidated backlog was $51.6 million at
June 27, 2009 compared to $44.4 million at March 28, 2009. Cohu expects third quarter 2009 sales
to be approximately $40 million.
James A. Donahue, President and Chief Executive Officer, stated, In a business environment that
remains difficult, Cohu recorded improved sequential operating results, positive cash flow and
increased orders for the second quarter of 2009. Sales were 24% higher than our guidance as a
result of stronger than expected turns business in our semiconductor equipment business. Gross
margin benefitted from this higher volume and also from favorable product mix at Broadcast
Microwave Services. Cash and investments increased $6 million to $89 million.
Donahue continued, BMS had record operating income and our CCTV operation was profitable. Cohus
improved financial results also reflect the impact of the cost reduction actions implemented late
last year and in Q1 2009. Orders were up 33% sequentially as a result of increased levels of
spares, upgrades and device kits in our semiconductor test handler business.
Donahue concluded, Its premature to conclude that conditions have turned up in the semiconductor
equipment industry, but we are encouraged that equipment utilization on IC test floors continues to
improve, orders for spares and tooling have increased and customer forecasts are trending up.
Cohus balance sheet is strong, we have continued to fund all important development programs and we
are in a strong position to respond to customer requirements as business improves. We expect
another strong quarter from BMS.
Cohus Board of Directors approved a quarterly cash dividend of $0.06 per share payable on October
30, 2009 to shareholders of record on September 4, 2009. Cohu has paid consecutive quarterly cash
dividends since 1977.
Deferred Tax Asset Valuation Allowance:
Financial Accounting Standards Boards Statement of Financial Accounting Standards No. 109,
Accounting for Income Taxes, (SFAS No. 109), requires that companies assess whether a valuation
allowance should be recorded against their deferred tax assets (DTAs) based on the consideration of
all available evidence, using a more likely than not realization standard. In making such
assessment, significant weight is to be given to evidence that can be objectively verified. In
accordance with SFAS No. 109, Cohu has evaluated its DTAs each reporting period, including an
assessment of its cumulative income over the prior three-year period and future periods, to
determine if a valuation allowance was required.
SFAS No. 109 requires that a valuation allowance be established after an evaluation of all positive
and negative evidence. A significant negative factor was the possibility that Cohu may be in a
three-year historical cumulative loss as of the end of the fourth quarter of fiscal 2009, as highly
profitable quarters in the second half of 2006 are removed from the rolling three-year calculation.
This, combined with uncertain near-term market and economic conditions, reduced our ability to rely
on projections of future taxable income in assessing the realization of our DTAs.
The Q2 increase in the valuation allowance does not have any impact on our cash, nor does such an
allowance preclude us from using our tax losses, tax credits or other deferred tax assets in the
future, said Jeffrey D. Jones, Cohus Vice President Finance and Chief Financial Officer. The
increase in the valuation allowance is not the result of a change in our view of the companys near
or long-term outlook.
Use of Non-GAAP Financial Information:
Included within this press release are non-GAAP financial measures that supplement the Companys
Condensed Consolidated Statements of Operations prepared under generally accepted accounting
principles (GAAP). These non-GAAP financial measures adjust the Companys actual results prepared
under GAAP to exclude charges and the related income tax effect for share-based compensation, the
amortization of acquired intangible assets and the deferred tax asset valuation allowance.
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 Operations.
These non-GAAP measures are not meant as a substitute for GAAP, but are included solely for
informational and comparative purposes. The Companys management believes that this information can
assist investors in evaluating the Companys operational trends, financial performance, and cash
generating capacity. Management believes these non-GAAP measures allow investors to evaluate Cohus
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 Cohus 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, inventory, goodwill and other intangible 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; failure to obtain customer acceptance resulting in the inability to recognize revenue
and accounts receivable collection problems; 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; 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 Cohus 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 Wednesday, July 22, 2009 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 Cohus 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)
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Three Months Ended (1) |
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Six Months Ended (1) |
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June 27, |
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June 28, |
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June 27, |
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June 28, |
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2009 |
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2008 |
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2009 |
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2008 |
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Net sales |
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$ |
38,424 |
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$ |
51,833 |
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$ |
75,006 |
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$ |
110,242 |
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Cost and expenses: |
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Cost of sales |
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26,096 |
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33,393 |
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55,283 |
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70,995 |
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Research and development |
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7,773 |
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10,441 |
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15,738 |
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20,442 |
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Selling, general and
administrative |
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8,655 |
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8,968 |
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17,700 |
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17,959 |
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42,524 |
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52,802 |
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88,721 |
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109,396 |
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Income (loss) from operations |
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(4,100 |
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(969 |
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(13,715 |
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846 |
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Interest and other, net (2) |
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343 |
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1,443 |
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826 |
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2,891 |
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Income (loss) before income
taxes |
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(3,757 |
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474 |
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(12,889 |
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3,737 |
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Income tax provision (3) |
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18,848 |
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300 |
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15,978 |
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1,611 |
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Net income (loss) |
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$ |
(22,605 |
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$ |
174 |
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$ |
(28,867 |
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$ |
2,126 |
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Income (loss) per share: |
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Basic |
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$ |
(0.97 |
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$ |
0.01 |
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$ |
(1.24 |
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$ |
0.09 |
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Diluted |
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$ |
(0.97 |
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$ |
0.01 |
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$ |
(1.24 |
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$ |
0.09 |
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Weighted average shares used in
computing income (loss) per
share (4): |
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Basic |
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23,381 |
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23,140 |
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23,362 |
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23,097 |
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Diluted |
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23,381 |
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23,429 |
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23,362 |
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23,332 |
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(1) |
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The three- and six-month periods ended June 27, 2009 and June 28, 2008 each contain 13 weeks
and 26 weeks, respectively. Total share-based compensation recorded in the three-month period
ended June 27, 2009 under SFAS 123R was approximately $842,000 and is included in cost of
sales ($89,000); research and development ($270,000); and selling, general and administrative
expense ($483,000). Total share-based compensation recorded in the six-month period ended June
27, 2009 was approximately $1,550,000 and is included in cost of sales ($147,000); research
and development ($474,000); and selling, general and administrative expense ($929,000). Total
share-based compensation recorded in the three-month period ended June 28, 2008 under SFAS
123R was approximately $1,069,000 and is included in cost of sales ($93,000); research and
development ($320,000); and selling, general and administrative expense ($656,000). Total
share-based compensation recorded in the six-month period ended June 28, 2008 was
approximately $2,094,000 and is included in cost of sales ($178,000); research and development
($620,000); and selling, general and administrative expense ($1,296,000). |
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(2) |
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The six-month period ended June 28, 2008 includes a short-term investment loss of $350,000
recorded in the first fiscal quarter. |
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(3) |
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During the second quarter of 2009, the Company recorded a charge of $19.6 million for an
increase in the valuation allowance against deferred tax assets. |
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(4) |
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For the three- and six-month periods ended June 27, 2009, potentially dilutive securities
were excluded from the per share computations due to their antidilutive effect. |
COHU, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands) (Unaudited)
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June 27, |
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December 27, |
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2009 |
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2008 |
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Assets: |
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Current assets: |
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Cash and investments |
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$ |
89,029 |
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$ |
88,385 |
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Accounts receivable |
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25,673 |
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31,945 |
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Inventories |
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50,438 |
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53,314 |
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Deferred taxes and other |
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9,718 |
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25,620 |
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Total current assets |
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174,858 |
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199,264 |
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Property, plant & equipment, net |
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38,169 |
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39,429 |
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Goodwill |
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60,681 |
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60,820 |
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Intangible assets, net |
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37,623 |
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40,993 |
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Other assets |
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2,192 |
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3,663 |
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Total assets |
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$ |
313,523 |
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$ |
344,169 |
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Liabilities & Stockholders Equity: |
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Current liabilities: |
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Deferred profit |
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$ |
3,767 |
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$ |
4,434 |
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Other current liabilities |
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35,142 |
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39,241 |
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Total current liabilities |
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38,909 |
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43,675 |
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Deferred taxes and other noncurrent liabilities |
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19,074 |
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14,955 |
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Stockholders equity |
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255,540 |
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285,539 |
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Total liabilities & stockholders equity |
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$ |
313,523 |
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$ |
344,169 |
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COHU, INC.
Supplemental Reconciliation of GAAP Results to Non-GAAP Financial Measures (Unaudited)
(in thousands, except per share amounts)
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Three Months Ended |
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June 27, |
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June 28, |
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2009 |
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2008 |
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Loss from operations GAAP basis (a) |
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$ |
(4,100 |
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$ |
(969 |
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Non-GAAP adjustments: |
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Share-based compensation included in (b): |
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Costs of goods sold |
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89 |
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|
93 |
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Research and development |
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270 |
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320 |
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Selling, general and administrative |
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483 |
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|
656 |
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|
842 |
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|
1,069 |
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Amortization of intangible assets included in (c): |
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Costs of goods sold |
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1,311 |
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526 |
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Research and development |
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Selling, general and administrative |
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208 |
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49 |
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1,519 |
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|
575 |
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Income (loss) from operations non-GAAP basis (d) |
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$ |
(1,739 |
) |
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$ |
675 |
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Net income (loss) GAAP basis |
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$ |
(22,605 |
) |
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$ |
174 |
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Non-GAAP adjustments (as scheduled above) |
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2,361 |
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|
1,644 |
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Tax effect of non-GAAP adjustments (e) |
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(682 |
) |
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(444 |
) |
Non-cash increase of valuation allowance (f) |
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19,551 |
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Net income (loss) non-GAAP basis |
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$ |
(1,375 |
) |
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$ |
1,374 |
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GAAP net income (loss) per share diluted |
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$ |
(0.97 |
) |
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$ |
0.01 |
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Non-GAAP net income (loss) per share diluted (g) |
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$ |
(0.06 |
) |
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$ |
0.06 |
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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 Companys operating performance. Our management uses these non-GAAP financial measures in
assessing the Companys operating results, as well as when planning, forecasting and analyzing
future periods and these non-GAAP measures allow investors to evaluate the Companys financial
performance using some of the same measures as management. Management views share-based
compensation as an expense that is unrelated to the Companys 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. Additionally,
management does not consider charges to the deferred tax valuation allowance as related to the
Companys operational performance and, as such, has excluded them to provide a better understanding
of the companys underlying operational results and a more meaningful basis for comparison with our
historical and future results. 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. |
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(a) |
|
(10.7)% and (1.9)% of net sales, respectively. |
|
(b) |
|
To eliminate compensation expense for employee stock options, restricted stock units and our
employee stock purchase plan determined in accordance with SFAS 123(R). |
|
(c) |
|
To eliminate the amortization of intangible assets acquired in the fiscal 2008 acquisition of
Rasco, the fiscal 2007 acquisition of Tandberg Television AVS GmbH, the fiscal 2006
acquisition of Unigen and the fiscal 2005 acquisition of KryoTech. |
|
(d) |
|
(4.5)% and 1.3% of net sales, respectively. |
|
(e) |
|
To adjust the provision (benefit) for income taxes related to the adjustments described in
notes (b) and (c) above based on applicable tax rates. |
|
(f) |
|
To exclude the non-cash net impact on the tax provision pertaining to the increase of the
deferred asset valuation allowance. |
|
(g) |
|
Computed using number of GAAP diluted shares outstanding for each period presented. |
COHU, INC.
Supplemental Reconciliation of GAAP Results to Non-GAAP Financial Measures (Unaudited)
(in thousands, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
|
June 27, |
|
|
June 28, |
|
|
|
2009 |
|
|
2008 |
|
Income (loss) from operations GAAP basis (a) |
|
$ |
(13,715 |
) |
|
$ |
846 |
|
|
|
|
|
|
|
|
|
|
Non-GAAP adjustments: |
|
|
|
|
|
|
|
|
Share-based compensation included in (b): |
|
|
|
|
|
|
|
|
Costs of goods sold |
|
|
147 |
|
|
|
178 |
|
Research and development |
|
|
474 |
|
|
|
620 |
|
Selling, general and administrative |
|
|
929 |
|
|
|
1,296 |
|
|
|
|
|
|
|
|
|
|
|
1,550 |
|
|
|
2,094 |
|
Amortization of intangible assets included in (c): |
|
|
|
|
|
|
|
|
Costs of goods sold |
|
|
2,614 |
|
|
|
1,148 |
|
Research and development |
|
|
|
|
|
|
|
|
Selling, general and administrative |
|
|
415 |
|
|
|
97 |
|
|
|
|
|
|
|
|
|
|
|
3,029 |
|
|
|
1,245 |
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations non-GAAP basis (d) |
|
$ |
(9,136 |
) |
|
$ |
4,185 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) GAAP basis |
|
$ |
(28,867 |
) |
|
$ |
2,126 |
|
Non-GAAP adjustments (as scheduled above) |
|
|
4,579 |
|
|
|
3,339 |
|
Tax effect of non-GAAP adjustments (e) |
|
|
(1,387 |
) |
|
|
(993 |
) |
Non-cash increase of valuation allowance (f) |
|
|
19,551 |
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) non-GAAP basis |
|
$ |
(6,124 |
) |
|
$ |
4,472 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP net income (loss) per share diluted |
|
$ |
(1.24 |
) |
|
$ |
0.09 |
|
|
|
|
|
|
|
|
|
|
Non-GAAP net income (loss) per share diluted (g) |
|
$ |
(0.26 |
) |
|
$ |
0.19 |
|
|
|
|
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 Companys operating performance. Our management uses these non-GAAP financial measures in
assessing the Companys operating results, as well as when planning, forecasting and analyzing
future periods and these non-GAAP measures allow investors to evaluate the Companys financial
performance using some of the same measures as management. Management views share-based
compensation as an expense that is unrelated to the Companys 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. Additionally,
management does not consider charges to the deferred tax valuation allowance as related to the
Companys operational performance and, as such, has excluded them to provide a better understanding
of the companys underlying operational results and a more meaningful basis for comparison with our
historical and future results. 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) |
|
(18.3)% and 0.8% of net sales, respectively. |
|
(b) |
|
To eliminate compensation expense for employee stock options, restricted stock units and our
employee stock purchase plan determined in accordance with SFAS 123(R). |
|
(c) |
|
To eliminate the amortization of intangible assets acquired in the fiscal 2008 acquisition of
Rasco, the fiscal 2007 acquisition of Tandberg Television AVS GmbH, the fiscal 2006
acquisition of Unigen and the fiscal 2005 acquisition of KryoTech. |
|
(d) |
|
(12.2)% and 3.8% of net sales, respectively. |
|
(e) |
|
To adjust the provision (benefit) for income taxes related to the adjustments described in
notes (b) and (c) above based on applicable tax rates. |
|
(f) |
|
To exclude the non-cash net impact on the tax provision pertaining to the increase of the
deferred tax asset valuation allowance. |
|
(g) |
|
Computed using number of GAAP diluted shares outstanding for each period presented. |