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): April 30, 2015

 

 

Cohu, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-04298   95-1934119

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

12367 Crosthwaite Circle, Poway,

California

  92064
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: 858-848-8100

Not Applicable

Former name or former address, if changed since last report

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

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

 

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

 

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

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 2.02 Results of Operations and Financial Condition.

On April 30, 2015, Cohu, Inc. (the “Company”) issued a press release regarding its financial results for the first quarter ended March 28, 2015. The Company’s press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

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

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

Item 9.01 Financial Statements and Exhibits.

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

(d) Exhibits

Exhibit No. - 99.1

Description – First Quarter 2015 Earnings Release, dated April 30, 2015, of Cohu, Inc.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Cohu, Inc.
May 1, 2015 By:

/s/ Jeffrey D. Jones

Name: Jeffrey D. Jones
Title: VP Finance and Chief Financial Officer


Exhibit Index

 

Exhibit
No.

  

Description

99.1    First Quarter 2015 Earnings Release, dated April 30, 2015, of Cohu, Inc.
EX-99.1

Exhibit 99.1

 

LOGO

Cohu Reports First Quarter 2015 Operating Results

 

    Q1 orders increased 52% sequentially to $92.3 million

 

    Q1 sales of $68.1 million are up 5% year over year

 

    Q1 non-GAAP adjusted EPS of $0.03; GAAP loss per share of $0.11

POWAY, Calif., April 30, 2015 — Cohu, Inc. (NASDAQ:COHU) today reported fiscal 2015 first quarter net sales of $68.1 million and a GAAP loss of $2.7 million or $0.11 per share. The Company also reported non-GAAP results, with first quarter 2015 income of $0.8 million or $0.03 per share.

 

GAAP Results (1)         
(in millions, except per share amounts)    Q1 FY 2015      Q4 FY 2014      Q1 FY 2014  

Net sales

   $ 68.1       $ 96.2       $ 64.9   

Income (loss)

   $ (2.7    $ 1.3       $ (3.4

Income (loss) per share

   $ (0.11    $ 0.05       $ (0.13

 

Non-GAAP Results (1)         
(in millions, except per share amounts)    Q1 FY 2015      Q4 FY 2014      Q1 FY 2014  

Income

   $ 0.8       $ 10.2       $ 0.5   

Income per share

   $ 0.03       $ 0.39       $ 0.02   

 

(1) On June 6, 2014 the Company announced the completion of the sale of substantially all the assets of its video camera segment, Cohu Electronics and, as a result, the operating results of Cohu Electronics have been presented as discontinued operations and all prior period amounts have been reclassified accordingly. All amounts presented are from continuing operations.

Sales of semiconductor equipment accounted for 93% of fiscal 2015 first quarter sales and microwave communications equipment contributed 7%.

Orders were $92.3 million for the first quarter of 2015 and $60.7 million for the fourth quarter of 2014. Orders for semiconductor equipment were $85.4 million in the first quarter of 2015 compared to $56.0 million in the fourth quarter of 2014. Total consolidated backlog was $99.6 million at March 28, 2015 compared to $75.4 million at December 27, 2014. Cohu expects second quarter 2015 sales to be approximately $81 million.

Luis Müller, President and Chief Executive Officer of Cohu stated, “First quarter sales were 8% above guidance and we delivered better than anticipated profitability on higher shipments of premium handler configurations. Orders increased 52% sequentially driven mainly by strong product momentum in the mobility market, particularly for testing processors and communication devices, and capacity additions for testing high-end server processors and high power LEDs.”

Müller concluded, “We also reached important milestones with acceptance from a top-tier fabless customer of our new Eclipse handler that incorporates our proprietary T-Core thermal technology, secured a design-win at a leading Japanese customer in the automotive IC market, and shipped evaluation units of a new turret handler with advanced vision technology for die and wafer-level package inspection.”

Cohu’s Board of Directors approved a quarterly cash dividend of $0.06 per share payable on July 31, 2015 to shareholders of record on June 19, 2015. 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 charges and the related income tax effect for share-based compensation, the amortization of acquired intangible assets, manufacturing transition costs, employee severance costs, goodwill and other asset impairment. 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 Company’s management believes that this information can assist investors in evaluating the Company’s operational trends, financial performance, and cash generating capacity. Management believes these non-GAAP measures allow investors to evaluate Cohu’s financial performance using some of the same measures as management. However, the non-GAAP financial measures should not be regarded as a replacement for (or superior to) corresponding, similarly captioned, GAAP measures.

Forward Looking Statements:

Certain matters discussed in this release, including statements regarding expectations of business and market 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, risks associated with acquisitions, inventory, goodwill and other asset write-downs; our ability to convert new products under development into production on a timely basis, support product development and meet customer delivery and acceptance requirements for next generation equipment; our reliance on third-party contract manufacturers; failure to obtain customer acceptance resulting in the inability to recognize revenue and accounts receivable collection problems; customer orders may be canceled or delayed; the concentration of our revenues from a limited number of customers; intense competition in the semiconductor test handler industry; our reliance on patents and intellectual property; compliance with U.S. export regulations; and the cyclical and unpredictable nature of capital expenditures by semiconductor manufacturers. These and other risks and uncertainties are discussed more fully in Cohu’s filings with the Securities and Exchange Commission, including the most recently filed Form 10-K and Form 10-Q. Cohu assumes no obligation to update the information in this release.

About Cohu:

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

Cohu will be conducting their conference call on Thursday, April 30, 2015 at 1:30 p.m. Pacific Time/4:30 p.m. Eastern Time. The call will be webcast at www.cohu.com. Replays of the call can be accessed at www.cohu.com.

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


COHU, INC.

CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited)

(in thousands, except per share amounts)

 

     Three Months Ended (1)  
     March 28,
2015 
    March 29,
2014 (2)
 

Net sales

   $ 68,068      $ 64,864   

Cost and expenses:

    

Cost of sales

     46,309        42,664   

Research and development

     9,629        10,560   

Selling, general and administrative

     13,835        15,063   
  

 

 

   

 

 

 
  69,773      68,287   
  

 

 

   

 

 

 

Loss from operations

  (1,705   (3,423

Interest and other, net

  6      15   
  

 

 

   

 

 

 

Loss from continuing operations before taxes

  (1,699   (3,408

Income tax provision (benefit)

  1,041      (56
  

 

 

   

 

 

 

Loss from continuing operations

  (2,740   (3,352
  

 

 

   

 

 

 

Discontinued operations:

Income from discontinued operations before taxes

  —        5   

Income tax provision

  —        —     
  

 

 

   

 

 

 

Income from discontinued operations

  —        5   
  

 

 

   

 

 

 

Net loss

$ (2,740 $ (3,347
  

 

 

   

 

 

 

Income (loss) per share:

Basic:

Loss from continuing operations

$ (0.11 $ (0.13

Income from discontinued operations

  —        0.00   
  

 

 

   

 

 

 

Net loss

$ (0.11 $ (0.13
  

 

 

   

 

 

 

Diluted:

Loss from continuing operations

$ (0.11 $ (0.13

Income from discontinued operations

  —        0.00   
  

 

 

   

 

 

 

Net loss

$ (0.11 $ (0.13
  

 

 

   

 

 

 

Weighted average shares used in computing income (loss) per share:(3)

Basic

  25,751      25,123   
  

 

 

   

 

 

 

Diluted

  25,751      25,123   
  

 

 

   

 

 

 

 

(1) The three-month periods ended March 28, 2015 and March 29, 2014 were each comprised of 13 weeks.
(2) On June 6, 2014 the Company announced the completion of the sale of substantially all the assets of its video camera segment, Cohu Electronics and, as a result, the operating results of Cohu Electronics have been presented as discontinued operations and all prior period amounts have been reclassified accordingly.
(3) Potentially dilutive securities were excluded from the per share computations due to their antidilutive effect for all periods presented. The Company has utilized the “control number” concept in the computation of diluted earnings per share to determine whether a potential common stock instrument is dilutive. The control number used is income/loss from continuing operations. The control number concept requires that the same number of potentially dilutive securities applied in computing diluted earnings per share from continuing operations be applied to all other categories of income or loss, regardless of their anti-dilutive effect on such categories. Therefore, no dilutive effect is recognized in the calculation of income from discontinued operations per share for the three months ended March 29, 2014.


COHU, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands) (Unaudited)

 

     March 28,
2015
     December 27,
2014 (1)
 

Assets:

     

Current assets:

     

Cash and investments

   $ 69,719      $ 72,040  

Accounts receivable

     67,233        73,646  

Inventories

     58,371        55,545  

Deferred taxes and other

     12,622        13,586  
  

 

 

    

 

 

 

Total current assets

  207,945     214,817  

Property, plant & equipment, net

  30,754     31,854  

Goodwill

  60,326     63,132  

Intangible assets, net

  31,036     33,087  

Other assets

  5,421     5,928  
  

 

 

    

 

 

 

Total assets

$ 335,482   $ 348,818  
  

 

 

    

 

 

 

Liabilities & Stockholders’ Equity:

Current liabilities:

Deferred profit

$ 7,723   $ 7,445  

Other current liabilities

  59,023     61,033  
  

 

 

    

 

 

 

Total current liabilities

  66,746     68,478  

Other noncurrent liabilities

  33,849     33,272  

Stockholders’ equity

  234,887     247,068  
  

 

 

    

 

 

 

Total liabilities & stockholders’ equity

$ 335,482   $ 348,818  
  

 

 

    

 

 

 

 

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


COHU, INC.

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

(in thousands, except per share amounts)

 

     Three Months Ended  
     March 28,
2015
    December 27,
2014
    March 29,
2014
 

Income (loss) from operations - GAAP basis (a)

   $ (1,705   $ 2,069      $ (3,423

Non-GAAP adjustments:

      

Share-based compensation included in (b):

      

Cost of goods sold

     115        141        75   

Research and development

     338        501        490   

Selling, general and administrative

     1,276        1,153        916   
  

 

 

   

 

 

   

 

 

 
  1,729      1,795      1,481   

Amortization of intangible assets included in (c):

Cost of goods sold

  1,385      1,517      1,645   

Selling, general and administrative

  390      398      430   
  

 

 

   

 

 

   

 

 

 
  1,775      1,915      2,075   

Manufacturing transition and severance costs included in (d):

Cost of goods sold

  —        72      —     

Research and development

  51      77      —     

Selling, general and administrative

  125      513      846   
  

 

 

   

 

 

   

 

 

 
  176      662      846   

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

  273      —        —     

Impairment of goodwill and other assets (e)

  —        5,000      —     
  

 

 

   

 

 

   

 

 

 

Income from operations - non-GAAP basis (f)

$ 2,248    $ 11,441    $ 979   
  

 

 

   

 

 

   

 

 

 

Income (loss) from continuing operations - GAAP basis

$ (2,740 $ 1,337    $ (3,352

Non-GAAP adjustments (as scheduled above)

  3,953      9,372      4,402   

Tax effect of non-GAAP adjustments (g)

  (450   (493   (554
  

 

 

   

 

 

   

 

 

 

Income from continuing operations - non-GAAP basis

$ 763    $ 10,216    $ 496   
  

 

 

   

 

 

   

 

 

 

GAAP income (loss) from continuing operations per share - diluted

$ (0.11 $ 0.05    $ (0.13

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

$ 0.03    $ 0.39    $ 0.02   

 

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

 

(a) (2.5)%, 2.2% and (5.3)% of net sales, respectively.
(b) To eliminate compensation expense for employee stock options, stock units and our employee stock purchase plan.
(c) To eliminate the amortization of acquired intangible assets.
(d) To eliminate manufacturing transition and employee severance costs.
(e) To eliminate the asset impairment charge of $0.3 million recorded by our semiconductor equipment segment in the first quarter of 2015 and $5.0 million for goodwill and other assets recorded by our microwave communications equipment reporting unit recorded in the fourth quarter of 2014.
(f) 3.3%, 11.9% and 1.5% of net sales, respectively.
(g) To adjust the provision for income taxes related to the adjustments described above based on applicable tax rates.
(h) Computed using 26,519 and 25,715 diluted shares outstanding for the three-month periods ended March 28, 2015 and March 29, 2014 as the effect of dilutive securities was excluded from GAAP diluted common shares due to the reported net loss under GAAP, but are included for non-GAAP diluted common shares since the Company has non-GAAP net income. All other periods presented were computed using number of GAAP diluted shares outstanding for each period.