e8vk
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): October 20, 2010
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 |
(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
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12367 Crosthwaite Circle, Poway, 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:
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 October 20, 2010, Cohu, Inc. (the Company) issued a press release regarding its financial
results for the third fiscal quarter ended September 25, 2010. 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, inventory step-up
adjustments 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 Third Quarter 2010 Earnings Release, dated October 20, 2010, 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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October 21, 2010 |
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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Third Quarter 2010 Earnings Release, dated October 20, 2010, of Cohu, Inc |
exv99w1
Exhibit 99.1
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COHU, INC.
12367 CROSTHWAITE CIRCLE
POWAY, CA 92064
FAX (858) 848-8185
PHONE (858) 858-8100
www.cohu.com |
Cohu Reports Third Quarter 2010 Operating Results
POWAY, Calif., October 20, 2010 Cohu, Inc. (NASDAQ:COHU) today reported fiscal 2010 third
quarter net sales of $86.1 million and GAAP net income of $7.6 million or $0.32 per share. Net
sales for the first nine months of 2010 were $225.8 million and GAAP net income was $15.2 million
or $0.63 per share.
The Company also reported non-GAAP results, with third quarter 2010 net income of $9.8 million or
$0.41 per share and net income of $21.5 million or $0.90 per share for the first nine months of
2010.
GAAP Results
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Q3 FY 2010 |
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Q2 FY 2010 |
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Q3 FY 2009 |
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Net sales |
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$ |
86.1 million |
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$ |
74.9 million |
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$ |
44.1 million |
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Net income (loss) |
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$ |
7.6 million |
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$ |
6.7 million |
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$ |
(0.1) million |
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Income (loss) per share |
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$ 0.32 |
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$ 0.28 |
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$ (0.00) |
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9 Months 2010 |
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9 Months 2009 |
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Net sales |
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$ |
225.8 million |
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$ |
119.1 million |
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Net income (loss) |
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$ |
15.2 million |
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$ |
(28.9) million |
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Income (loss) per share |
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$ 0.63 |
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$ (1.24) |
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Non-GAAP Results
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Q3 FY 2010 |
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Q2 FY 2010 |
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Q3 FY 2009 |
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Non-GAAP net income |
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$ |
9.8 million |
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$ |
8.7 million |
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$ 1.7 million |
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Non-GAAP income per share |
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$ 0.41 |
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$ 0.36 |
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$ 0.07 |
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9 Months 2010 |
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9 Months 2009 |
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Non-GAAP net income (loss) |
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$ |
21.5 million |
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$ |
(4.4) million |
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Non-GAAP income (loss)
per share |
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$ 0.90 |
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$ (0.19) |
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Sales of semiconductor equipment accounted for 87.6% of fiscal 2010 third quarter sales.
Microwave communications equipment and video cameras and related equipment contributed 7.3% and
5.1%, respectively, for the same period.
Orders were $90.0 million for the third quarter of 2010 and $95.4 million for the second
quarter of 2010. Orders for semiconductor equipment were $74.0 million in the third quarter of 2010
compared to $84.8 million in the second quarter of 2010. Total consolidated backlog was $120.8
million at September 25, 2010 compared to $116.6 million at June 26, 2010. Cohu expects fourth
quarter 2010 sales to be approximately $95 million.
James A. Donahue, Chairman, President and Chief Executive Officer stated, This was a strong
quarter for Cohu and the third consecutive quarter of increased operating income and earnings per
share, on a non-GAAP basis.
Donahue concluded, SEMI reported that August orders for test and assembly equipment declined after
increasing for seventeen consecutive months and as the third quarter progressed we saw indications
of reduced near term demand from some customers. However, there are multiple drivers for our
semiconductor equipment business, including the production ramp of Pyramid, our new thermal
handler, capacity additions for new test floors, market share gains and the sales synergies of our
broad product line. Cohus backlog is at a record level and we currently expect sequential
increases in revenue and operating income in the fourth quarter.
Cohus Board of Directors approved a quarterly cash dividend of $0.06 per share payable on January
3, 2011 to shareholders of record on November 26, 2010. 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
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, inventory step-up adjustments 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 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, 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; customer orders may be
canceled or delayed; inventory, goodwill and other intangible asset write-downs; 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 video equipment.
Cohu will be conducting their conference call on Wednesday, October 20, 2010 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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Nine Months Ended (1) |
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September 25, |
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September 26, |
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September 25, |
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September 26, |
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2010 |
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2009 |
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2010 |
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2009 |
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Net sales |
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$ |
86,066 |
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$ |
44,062 |
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$ |
225,765 |
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$ |
119,068 |
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Cost and expenses: |
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Cost of sales |
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55,989 |
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27,845 |
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148,261 |
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83,128 |
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Research and development |
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8,799 |
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8,284 |
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26,460 |
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24,022 |
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Selling, general and
administrative |
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12,497 |
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8,731 |
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31,865 |
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26,431 |
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77,285 |
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44,860 |
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206,586 |
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133,581 |
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Income (loss) from operations |
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8,781 |
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(798 |
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19,179 |
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(14,513 |
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Interest and other, net |
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127 |
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302 |
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439 |
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1,128 |
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Income (loss) before income taxes |
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8,908 |
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(496 |
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19,618 |
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(13,385 |
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Income tax provision (benefit) (2) |
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1,297 |
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(425 |
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4,402 |
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15,553 |
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Net income (loss) |
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$ |
7,611 |
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$ |
(71 |
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$ |
15,216 |
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$ |
(28,938 |
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Income (loss) per share: |
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Basic |
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$ |
0.32 |
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$ |
(0.00 |
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$ |
0.64 |
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$ |
(1.24 |
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Diluted |
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$ |
0.32 |
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$ |
(0.00 |
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$ |
0.63 |
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$ |
(1.24 |
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Weighted average shares used in computing income (loss) per
share (3): |
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Basic |
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23,802 |
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23,429 |
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23,669 |
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23,384 |
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Diluted |
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24,111 |
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23,429 |
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24,022 |
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23,384 |
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(1) |
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The three- and nine-month periods ended September 25, 2010 and September 26, 2009 were each
comprised of 13 weeks and 39 weeks, respectively. |
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(2) |
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During the second quarter of 2009, the Company recorded a charge of $19.6 million for an
increase in the valuation allowance against deferred tax assets. |
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(3) |
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For the three- and nine-month periods ended September 26, 2009, potentially dilutive
securities were excluded from the per share computations due to their antidilutive effect. |
COHU, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands) (Unaudited)
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September 25 |
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December 26, |
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2010 |
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2009 |
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Assets: |
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Current assets: |
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Cash and investments |
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$ |
91,285 |
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$ |
84,906 |
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Accounts receivable |
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67,161 |
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43,389 |
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Inventories |
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66,020 |
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52,428 |
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Deferred taxes and other |
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10,333 |
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12,827 |
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Total current assets |
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234,799 |
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193,550 |
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Property, plant & equipment, net |
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38,975 |
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38,006 |
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Goodwill |
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59,272 |
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61,764 |
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Intangible assets, net |
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28,649 |
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35,483 |
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Other assets |
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1,789 |
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1,315 |
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Total assets |
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$ |
363,484 |
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$ |
330,118 |
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Liabilities & Stockholders
Equity: |
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Current liabilities: |
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Deferred profit |
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$ |
13,599 |
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$ |
5,322 |
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Other current liabilities |
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61,901 |
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48,631 |
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Total current liabilities |
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75,500 |
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53,953 |
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Deferred taxes and other
noncurrent liabilities |
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19,353 |
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18,916 |
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Stockholders equity |
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268,631 |
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257,249 |
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Total liabilities &
stockholders equity |
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$ |
363,484 |
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$ |
330,118 |
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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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September 25, |
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June 26, |
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September 26, |
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2010 |
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2010 |
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2009 |
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Income (loss) from operations GAAP basis (a) |
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$ |
8,781 |
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$ |
8,927 |
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$ |
(798 |
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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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84 |
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68 |
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94 |
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Research and development |
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321 |
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204 |
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351 |
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Selling, general and administrative |
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557 |
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474 |
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479 |
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|
962 |
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746 |
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924 |
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Amortization of intangible assets included in
(c): |
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Costs of goods sold |
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1,259 |
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1,284 |
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1,364 |
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Research and development |
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Selling, general and administrative |
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|
200 |
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|
204 |
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216 |
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1,459 |
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|
1,488 |
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1,580 |
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Income (loss) from operations non-GAAP basis (d) |
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$ |
11,202 |
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$ |
11,161 |
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$ |
1,706 |
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Net income (loss) GAAP basis |
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$ |
7,611 |
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$ |
6,698 |
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$ |
(71 |
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Non-GAAP adjustments (as scheduled above) |
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2,421 |
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2,234 |
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2,504 |
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Tax effect of non-GAAP adjustments (e) |
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(261 |
) |
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(274 |
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(756 |
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Net income (loss) non-GAAP basis |
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$ |
9,771 |
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$ |
8,658 |
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$ |
1,677 |
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GAAP net income (loss) per share diluted |
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$ |
0.32 |
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$ |
0.28 |
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$ |
(0.00 |
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Non-GAAP net income (loss) per share diluted (f) |
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$ |
0.41 |
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$ |
0.36 |
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$ |
0.07 |
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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. 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) |
|
10.2%, 11.9% and (1.8)% of net sales, respectively. |
|
(b) |
|
To eliminate compensation expense for employee stock options, restricted stock units and our
employee stock purchase plan. |
|
(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 and the fiscal 2006
acquisition of Unigen. |
|
(d) |
|
13.0%, 14.9% and 3.9% 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) |
|
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)
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended |
|
|
|
September 25, |
|
|
September 26, |
|
|
|
2010 |
|
|
2009 |
|
Income (loss) from operations GAAP basis (a) |
|
$ |
19,179 |
|
|
$ |
(14,513 |
) |
|
|
|
|
|
|
|
|
|
Non-GAAP adjustments: |
|
|
|
|
|
|
|
|
Share-based compensation included in (b): |
|
|
|
|
|
|
|
|
Costs of goods sold |
|
|
233 |
|
|
|
241 |
|
Research and development |
|
|
787 |
|
|
|
825 |
|
Selling, general and administrative |
|
|
1,523 |
|
|
|
1,408 |
|
|
|
|
|
|
|
|
|
|
|
2,543 |
|
|
|
2,474 |
|
|
|
|
|
|
|
|
|
|
Amortization of intangible assets included in (c): |
|
|
|
|
|
|
|
|
Costs of goods sold |
|
|
3,904 |
|
|
|
3,978 |
|
Research and development |
|
|
|
|
|
|
|
|
Selling, general and administrative |
|
|
620 |
|
|
|
631 |
|
|
|
|
|
|
|
|
|
|
|
4,524 |
|
|
|
4,609 |
|
|
|
|
|
|
|
|
|
|
Inventory step-up included in costs of goods sold (d) |
|
|
180 |
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations non-GAAP basis (e) |
|
$ |
26,426 |
|
|
$ |
(7,430 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) GAAP basis |
|
$ |
15,216 |
|
|
$ |
(28,938 |
) |
Non-GAAP adjustments (as scheduled above) |
|
|
7,247 |
|
|
|
7,083 |
|
Tax effect of non-GAAP adjustments (f) |
|
|
(919 |
) |
|
|
(2,143 |
) |
Non-cash increase of valuation allowance (g) |
|
|
|
|
|
|
19,551 |
|
|
|
|
|
|
|
|
Net income (loss) non-GAAP basis |
|
$ |
21,544 |
|
|
$ |
(4,447 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP net income (loss) per share diluted |
|
$ |
0.63 |
|
|
$ |
(1.24 |
) |
|
|
|
|
|
|
|
|
|
Non-GAAP net income (loss) per share diluted (h) |
|
$ |
0.90 |
|
|
$ |
(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. Management has
excluded inventory step-up costs associated with our acquisition of Rasco, primarily because it is
not reflective of our ongoing operating results, and is not used by management to assess the core
profitability of our business operations. 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) |
|
8.5% and (12.2)% of net sales, respectively. |
|
(b) |
|
To eliminate compensation expense for employee stock options, restricted stock units and our
employee stock purchase plan. |
|
(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. |
|
(d) |
|
To eliminate the inventory step-up associated with certain semiconductor test systems
sold. |
|
(e) |
|
11.7% and (6.2)% of net sales, respectively. |
|
(f) |
|
To adjust the provision (benefit) for income taxes related to the adjustments described in
notes (b), (c) and (d) above based on applicable tax rates. |
|
(g) |
|
To exclude the non-cash net impact on the tax provision pertaining to the increase of the
deferred tax asset valuation allowance. |
|
(h) |
|
Computed using number of GAAP diluted shares outstanding for each period presented. |