cohu20201027b_8k.htm
false 0000021535 0000021535 2020-10-29 2020-10-29
 
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 29, 2020
 
Cohu, Inc.
__________________________________________
 
(Exact name of registrant as specified in its charter)
 
 
 
Delaware
001-04298
95-1934119
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation)
File Number)
Identification No.)
  
 
 
12367 Crosthwaite Circle, Poway, California
 
92064
_________________________________
(Address of principal executive offices)
 
___________
(Zip Code)
     
Registrant’s telephone number, including area code:   858-848-8100
 
Not Applicable
______________________________________________
Former name or former address, if changed since last report
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of Each Class
Trading Symbol(s)
Name of exchange on which registered
Common Stock, $1.00 par value
COHU
The NASDAQ Stock Market LLC
 
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))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange
Act of 1934.
 
Emerging growth company
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 

 
Item 2.02 Results of Operations and Financial Condition.
 
On October 29, 2020, Cohu, Inc. (the “Company”) issued a press release regarding its financial results for the third quarter ended September 26, 2020. 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.
 
Use of Non-GAAP Financial Information:
 
Included within this current report and accompanying materials are non-GAAP financial measures, including non-GAAP Gross Margin/Profit, Income and Income (adjusted earnings) per share, Operating Income, Operating Expense and Adjusted EBITDA 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 purchased intangible assets, restructuring costs, manufacturing transition and severance costs, asset impairment charges, acquisition-related costs and associated professional fees, reduction of indemnification receivable, depreciation of purchase accounting adjustments to property, plant and equipment, purchase accounting inventory step-up included in cost of sales and amortization of cloud-based software implementation costs (Adjusted EBITDA only). 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. With respect to any forward looking non-GAAP figures, we are unable to provide without unreasonable efforts, at this time, a GAAP to non-GAAP reconciliation of any forward-looking figures due to their inherent uncertainty.
 
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 uses non-GAAP measures for a variety of reasons, including to make operational decisions, to determine executive compensation in part, to forecast future operational results, and for comparison to our annual operating plan. 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 statements contained in this current report and accompanying materials may be considered forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, including statements regarding a Cohu test cell design-win, new customers for our Neon inspection platform, launch and accelerated ramp of our RedDragon RF module for testing 5G, Wi-Fi 6 and Ultra-Wideband devices, improving automotive and industrial segment orders, rapidly improving business conditions and momentum across Cohu’s main market segments, customer traction with our new products going into 2021, customer opportunities for integrated test cell elements, cost benefits of using virtual reality technology, temporary cost savings and expense reductions, optimizing OpEx spending, any comments on Cohu’s FY 2021 outlook or growth, business model for FY’20, % of incremental revenue expected to fall to operating income, debt deleveraging priority, Cohu’s fourth quarter 2020 sales forecast, guidance, sales mix, non-GAAP operating expenses, gross margin, adjusted EBITDA and effective tax rate, and cash and shares outstanding, estimated minimum cash needed, estimated EBITDA breakeven point, any future Term Loan B principal reduction, and any other statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “may,” “will,” “should,” “would,” “expect,” “anticipate,” “plan,” “likely,” “believe,” “estimate,” “project,” “intend,” and other similar expressions among others. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties and are not guarantees of future performance. Any third party industry analyst forecasts quoted are for reference only and Cohu does not adopt or affirm any such forecasts.
 
Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation: The ongoing global COVID-19 pandemic has adversely affected, and is continuing to adversely affect, our business, financial condition and results of operations, and COVID-19 could re-surge at any time and our business could be abruptly impacted again to an even greater extent; October 2020 COVID-19 related government movement control orders reinstituted in Malaysia and actual adverse impacts that have begun to reoccur among Malaysia-based or other suppliers; Recently increasing COVID-19 cases in countries where Cohu’s principal facilities are located including the United States, the Philippines, Malaysia, Switzerland and Germany; Other significant risks associated with the Xcerra acquisition, integration and synergies including the failure to achieve the expected benefits of the acquisition, and mandatory ongoing impairment evaluation of goodwill and other intangibles whereby Cohu could be required to write off some or all of this goodwill and other intangibles; Continued availability of capital and financing and additional rating agency downgrade actions, and limited market access given our high debt levels; Our Credit Agreement contains various representations and negative covenants that limit our business flexibility; Changes to or replacement of LIBOR may adversely affect interest rates; Adverse investor reaction to the recently suspended cash dividend; Other risks associated with acquisitions; inventory, goodwill and other asset write-downs; Our ability to convert new products into production on a timely basis and to support product development and meet customer delivery and acceptance requirements for new products; Lost productivity, project delays and internal control risks due to ongoing employee “work from home” programs; Our reliance on third-party contract manufacturers and suppliers; Failure to obtain customer acceptance resulting in the inability to recognize revenue and accounts receivable collection problems; Market demand and adoption of our new products; Customer orders may be canceled or delayed; Design-wins may or may not result in future orders or sales; The concentration of our revenues from a limited number of customers; Intense competition in the semiconductor equipment industry; Our reliance on patents and intellectual property; Compliance with U.S. export regulations; Impacts from the Tax Cuts and Jobs Act of 2017 and ongoing tax examinations; Geopolitical issues, trade wars and Huawei/HiSilicon export restrictions (including new restrictions effective in May and August 2020); Retention of key staff; Other health epidemics or natural disasters; ERP system implementation issues particularly as Cohu recently launched a new ERP system in first quarter 2020 and plans a broader rollout in 2020; The seasonal, volatile and unpredictable nature of capital expenditures by semiconductor manufacturers particularly in light of weakened demand in 2019 followed by the COVID-19 global pandemic in 2020; and Rapid technological change.
 
 

 
These and other risks and uncertainties are discussed more fully in Cohu’s filings with the SEC, including the most recently filed Form 10-K and Form 10-Q, and the other filings made by Cohu with the SEC from time to time, which are available via the SEC’s website at www.sec.gov. Except as required by applicable law, Cohu does not undertake any obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.
 
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
        104
 
 
Description – Third Quarter 2020 Earnings Release, dated October 29, 2020, of Cohu, Inc.
                        Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
 
 

 
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.
  
 
 
 
 
October 29, 2020 
 
By:
 
/s/ Jeffrey D. Jones
 
 
 
 
Name: Jeffrey D. Jones
 
 
 
 
Title: VP Finance and Chief Financial Officer
 
 

 
Exhibit Index
 
 
 
 
Exhibit No.
 
Description
99.1
 
Description – Third Quarter 2020 Earnings Release, dated October 29, 2020, of Cohu, Inc.
 
 
ex_209283.htm

Exhibit 99.1

 

 https://cdn.kscope.io/73ecd545c7224b4cecdd0700731ceb57-logo.jpg

 

Cohu Reports Third Quarter 2020 Results

 

 

Sales of $150.6 million exceeded previous guidance

 

 

Gross margin of 42.2%; non-GAAP gross margin of 44.0%

 

 

Reduced Term Loan B debt associated with the financing of the Xcerra acquisition by $17.3 million

 

 

Strong mobility orders for RF testers and handlers driven by new 5G smartphones

 

 

Improving demand from automotive and industrial segment customers ahead of previous expectations

 

POWAY, Calif., October 29, 2020 -- Cohu, Inc. (NASDAQ: COHU), a global leader in back-end semiconductor equipment and services, today reported fiscal 2020 third quarter net sales of $150.6 million and GAAP loss of $6.6 million or $0.16 per share. Net sales for the first nine months of 2020 were $433.7 million and GAAP loss was $28.7 million or $0.69 per share.(1)

 

Cohu also reported non-GAAP results, with third quarter 2020 income of $11.6 million or $0.27 per share and income of $18.9 million or $0.44 per share for the first nine months of 2020.(1)

 

GAAP Results (1)

                                       

(in millions, except per share amounts)

 

Q3 FY

2020

   

Q2 FY

2020

   

Q3 FY

2019

   

9 Months

2020

   

9 Months

2019

 
                                         

Net sales

  $ 150.6     $ 144.1     $ 143.5     $ 433.7     $ 441.3  

Loss

  $ (6.6 )   $ (4.7 )   $ (10.5 )   $ (28.7 )   $ (52.7 )

Loss per share

  $ (0.16 )   $ (0.11 )   $ (0.25 )   $ (0.69 )   $ (1.28 )

 

Non-GAAP Results (1)

                                       

(in millions, except per share amounts)

 

Q3 FY

2020

   

Q2 FY

2020

   

Q3 FY

2019

   

9 Months

2020

   

9 Months

2019

 
                                         

Income

  $ 11.6     $ 7.1     $ 4.9     $ 18.9     $ 4.3  

Income per share

  $ 0.27     $ 0.17     $ 0.12     $ 0.44     $ 0.10  

 

 

(1)

All amounts presented are from continuing operations.

 

Total cash and investments at the end of third quarter 2020 were $170.9 million.

 

“The mobility segment continued to strengthen during third quarter with a Cohu test cell design-win, new customers for our Neon inspection platform, and the launch and accelerated ramp of our RedDragon RF module for testing 5G, Wi-Fi 6 and Ultra-Wideband devices. Improving automotive and industrial segment orders are driving a ramp in handler deliveries ahead of previous expectations, and PCB test orders were again at record highs. In light of rapidly improving business conditions, Cohu took action to reduce outstanding principal under its Term Loan B debt associated with the financing of the Xcerra acquisition in October 2018,” said Cohu President and CEO Luis Müller. “We are encouraged by momentum across Cohu’s main market segments, and by customer traction with our new products going into 2021.”

 

Cohu expects fourth quarter 2020 sales to be between $176 million and $192 million.

 

 

 

Conference Call Information:

 

The Company will host a live conference call and webcast with slides to discuss third quarter 2020 results at 5:30 a.m. Pacific Time/8:30 a.m. Eastern Time on October 29, 2020. Interested investors and analysts are invited to dial into the conference call by using 1-866-434-5330 (domestic) or +1-213-660-0873 (international) and entering the pass code 2789504. Webcast access will be available on the Investor Information section of the Company’s website at www.cohu.com.

 

About Cohu:

 

Cohu (NASDAQ: COHU) is a global leader in back-end semiconductor equipment and services, delivering leading-edge solutions for the manufacturing of semiconductors and printed circuit boards. Additional information can be found at www.cohu.com.

 

Use of Non-GAAP Financial Information:

 

Included within this press release and accompanying materials are non-GAAP financial measures, including non-GAAP Gross Margin/Profit, Income and Income (adjusted earnings) per share, Operating Income, Operating Expense and Adjusted EBITDA 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 purchased intangible assets, restructuring costs, manufacturing transition and severance costs, asset impairment charges, acquisition-related costs and associated professional fees, reduction of indemnification receivable, depreciation of purchase accounting adjustments to property, plant and equipment, purchase accounting inventory step-up included in cost of sales and amortization of cloud-based software implementation costs (Adjusted EBITDA only). 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. With respect to any forward looking non-GAAP figures, we are unable to provide without unreasonable efforts, at this time, a GAAP to non-GAAP reconciliation of any forward-looking figures due to their inherent uncertainty.

 

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 uses non-GAAP measures for a variety of reasons, including to make operational decisions, to determine executive compensation in part, to forecast future operational results, and for comparison to our annual operating plan. 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 statements contained in this release and accompanying materials may be considered forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, including statements regarding a Cohu test cell design-win, new customers for our Neon inspection platform, launch and accelerated ramp of our RedDragon RF module for testing 5G, Wi-Fi 6 and Ultra-Wideband devices, improving automotive and industrial segment orders, rapidly improving business conditions and momentum across Cohu’s main market segments, customer traction with our new products going into 2021, customer opportunities for integrated test cell elements, cost benefits of using virtual reality technology, temporary cost savings and expense reductions, optimizing OpEx spending, any comments on Cohu’s FY 2021 outlook or growth, business model for FY’20, % of incremental revenue expected to fall to operating income, debt deleveraging priority,  Cohu’s fourth quarter 2020 sales forecast, guidance, sales mix, non-GAAP operating expenses, gross margin, adjusted EBITDA and effective tax rate, and cash and shares outstanding, estimated minimum cash needed, estimated EBITDA breakeven point, any future Term Loan B principal reduction, and any other statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “may,” “will,” “should,” “would,” “expect,” “anticipate,” “plan,” “likely,” “believe,” “estimate,” “project,” “intend,” and other similar expressions among others. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties and are not guarantees of future performance. Any third party industry analyst forecasts quoted are for reference only and Cohu does not adopt or affirm any such forecasts.

 

 

 

Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation: The ongoing global COVID-19 pandemic has adversely affected, and is continuing to adversely affect, our business, financial condition and results of operations, and COVID-19 could re-surge at any time and our business could be abruptly impacted again to an even greater extent; October 2020 COVID-19 related government movement control orders reinstituted in Malaysia and actual adverse impacts that have begun to reoccur among Malaysia-based or other suppliers; Recently increasing COVID-19 cases in countries where Cohu’s principal facilities are located including the United States, the Philippines, Malaysia, Switzerland and Germany; Other significant risks associated with the Xcerra acquisition, integration and synergies including the failure to achieve the expected benefits of the acquisition, and mandatory ongoing impairment evaluation of goodwill and other intangibles whereby Cohu could be required to write off some or all of this goodwill and other intangibles; Continued availability of capital and financing and additional rating agency downgrade actions, and limited market access given our high debt levels; Our Credit Agreement contains various representations and negative covenants that limit our business flexibility; Changes to or replacement of LIBOR may adversely affect interest rates; Adverse investor reaction to the recently suspended cash dividend; Other risks associated with acquisitions; inventory, goodwill and other asset write-downs; Our ability to convert new products into production on a timely basis and to support product development and meet customer delivery and acceptance requirements for new products; Lost productivity, project delays and internal control risks due to ongoing employee “work from home” programs; Our reliance on third-party contract manufacturers and suppliers; Failure to obtain customer acceptance resulting in the inability to recognize revenue and accounts receivable collection problems; Market demand and adoption of our new products; Customer orders may be canceled or delayed; Design-wins may or may not result in future orders or sales; The concentration of our revenues from a limited number of customers; Intense competition in the semiconductor equipment industry; Our reliance on patents and intellectual property; Compliance with U.S. export regulations; Impacts from the Tax Cuts and Jobs Act of 2017 and ongoing tax examinations; Geopolitical issues, trade wars and Huawei/HiSilicon export restrictions (including new restrictions effective in May and August 2020); Retention of key staff; Other health epidemics or natural disasters; ERP system implementation issues particularly as Cohu recently launched a new ERP system in first quarter 2020 and plans a broader rollout in 2020; The seasonal, volatile and unpredictable nature of capital expenditures by semiconductor manufacturers particularly in light of weakened demand in 2019 followed by the COVID-19 global pandemic in 2020; and Rapid technological change.

 

These and other risks and uncertainties are discussed more fully in Cohu’s filings with the SEC, including the most recently filed Form 10-K and Form 10-Q, and the other filings made by Cohu with the SEC from time to time, which are available via the SEC’s website at www.sec.gov. Except as required by applicable law, Cohu does not undertake any obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

 

For press releases and other information of interest to investors, please visit Cohu’s website at www.cohu.com.

 

Contact:

Cohu, Inc.
Jeffrey D. Jones - Investor Relations
858-848-8106

 

 

 

COHU, INC.

                               

CONSOLIDATED STATEMENTS OF OPERATIONS

                 

(Unaudited)

                               

(in thousands, except per share amounts)

                         
                                 
   

Three Months Ended (1)

   

Nine Months Ended (1)

 
   

September 26,

   

September 28,

   

September 26,

   

September 28,

 
   

2020

   

2019

   

2020

   

2019

 
                                 

Net sales

  $ 150,647     $ 143,498     $ 433,652     $ 441,318  

Cost and expenses:

                               

Cost of sales (excluding amortization)

    87,147       84,565       253,111       265,564  

Research and development

    20,497       20,483       63,389       65,324  

Selling, general and administrative (2)

    31,336       33,690       95,664       108,404  

Amortization of purchased intangible assets

    9,783       9,969       28,848       29,975  

Restructuring charges

    412       814       1,400       10,720  

Impairment charges (3)

    7,300       -       11,249       -  

Gain on sale of facilities (4)

    (4,468 )     -       (4,495 )     -  
      152,007       149,521       449,166       479,987  

Loss from operations

    (1,360 )     (6,023 )     (15,514 )     (38,669 )

Other (expense) income:

                               

Interest expense

    (3,021 )     (5,000 )     (10,904 )     (15,789 )

Gain on extinguishment of debt (5)

    293       -       293       -  

Interest income

    42       190       210       603  

Foreign transaction gain (loss)

    (1,484 )     1,630       (2,528 )     1,302  

Loss from continuing operations before taxes

    (5,530 )     (9,203 )     (28,443 )     (52,553 )

Income tax provision

    1,116       1,277       261       161  

Loss from continuing operations

    (6,646 )     (10,480 )     (28,704 )     (52,714 )
                                 

Discontinued operations: (6)

                               

Income from discontinued operations before taxes

    -       173       46       400  

Income tax provision

    -       19       4       58  

Income from discontinued operations

    -       154       42       342  

Net loss

    (6,646 )     (10,326 )   $ (28,662 )   $ (52,372 )

Net income (loss) attributable to noncontrolling interest

    -       142       -       62  

Net loss attributable to Cohu

  $ (6,646 )   $ (10,468 )   $ (28,662 )   $ (52,434 )
                                 

Loss per share:

                               

Basic:

                               

Loss from continuing operations before noncontrolling interest

  $ (0.16 )   $ (0.25 )   $ (0.69 )   $ (1.28 )

Income from discontinued operations

    -       0.00       0.00       0.00  

Net income (loss) attributable to noncontrolling interest

    -       (0.00 )     -       (0.00 )

Net loss attributable to Cohu

  $ (0.16 )   $ (0.25 )   $ (0.69 )   $ (1.28 )
                                 

Diluted:

                               

Loss from continuing operations before noncontrolling interest

  $ (0.16 )   $ (0.25 )   $ (0.69 )   $ (1.28 )

Income from discontinued operations

    -       0.00       0.00       0.00  

Net income (loss) attributable to noncontrolling interest

    -       (0.00 )     -       (0.00 )

Net loss attributable to Cohu

  $ (0.16 )   $ (0.25 )   $ (0.69 )   $ (1.28 )
                                 

Weighted average shares used in (7)

                               

computing loss per share:

                               

Basic

    41,947       41,229       41,764       41,075  

Diluted

    41,947       41,229       41,764       41,075  

 


 

(1)

The three- and nine-month periods ended September 26, 2020 and September 28, 2019 were both comprised of 13 weeks and 39 weeks, respectively.

 

(2)

For the nine-month period ended September 28, 2019 Xcerra transaction costs were $0.4 million. No transaction costs were incurred during the three-month period ended September 28, 2019 or during 2020.

 

(3)

Included in our results for the three- and nine-month period ended September 26, 2020 is impairment charges recorded in the third and first quarter to write certain of our in-process research and development assets (“IPR&D”) obtained as part of our acquisition of Xcerra down to current estimated fair values.

 

(4)

During the third quarter of 2020 we completed the sale of our facility in Rosenheim, Germany which generated a gain of $4.5 million. In the second quarter of 2020 we completed the sale of our facility in Penang, Malaysia which generated a gain of $27,000. The gain related to the sale of the Penang facility was previously included in SG&A and has been reclassified to gain on sale of facility for the nine months ended September 26, 2020. Both facilities were sold as part of the previously announced Xcerra integration program.

 

(5)

In August 2020 we repurchased and retired $16.4 million of our outstanding Term Loan B which resulted in a gain from the extinguishment of debt.

 

(6)

On October 1, 2018, the Company made the decision to sell the fixtures business acquired from Xcerra, and, as a result, the operating results of this business have been presented as discontinued operations. In February 2020, we completed the sale of this business.

 

(7)

For the three- and nine-month periods ended September 26, 2020 and September 28, 2019, potentially dilutive securities were excluded from the per share computations due to their antidilutive effect. 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 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.

 

 

 

COHU, INC.

               

CONDENSED CONSOLIDATED BALANCE SHEETS

               

(Unaudited)

               

(in thousands)

               
   

September 26,

   

December 28,

 
   

2020

   

2019

 

Assets:

               

Current assets:

               

Cash and investments

  $ 170,875     $ 156,098  

Accounts receivable

    116,805       127,921  

Inventories

    137,879       130,706  

Other current assets

    19,259       21,468  

Current assets of discontinued operations (1)

    -       3,503  

Total current assets

    444,818       439,696  

Property, plant & equipment, net

    64,546       70,912  

Goodwill

    244,341       238,669  

Intangible assets, net

    238,832       275,019  

Operating lease right of use assets

    30,099       33,269  

Other assets

    23,717       20,030  

Noncurrent assets of discontinued operations (1)

    -       115  

Total assets

  $ 1,046,353     $ 1,077,710  
                 

Liabilities & Stockholders’ Equity:

               

Current liabilities:

               

Short-term borrowings

  $ 5,209     $ 3,195  

Current installments of long-term debt

    2,990       3,322  

Deferred profit

    11,859       7,645  

Other current liabilities

    126,845       134,124  

Current liabilities of discontinued operations (1)

    -       599  

Total current liabilities

    146,903       148,885  

Long-term debt

    331,469       346,518  

Non-current operating lease liabilities

    26,532       28,877  

Other noncurrent liabilities

    66,840       70,334  

Noncurrent liabilities of discontinued operations (1)

    -       24  

Cohu stockholders’ equity

    474,609       483,072  

Total liabilities & stockholders’ equity

  $ 1,046,353     $ 1,077,710  

 


 

(1)

On October 1, 2018, the Company made the decision to sell the fixtures business acquired from Xcerra, and, as a result, the fixtures business has been presented as discontinued operations since that date. The sale of this business was completed in February 2020.

 

 

 

COHU, INC.

                       

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

 

(in thousands, except per share amounts)

                       
   

Three Months Ended

 
   

September 26,

   

June 27,

   

September 28,

 
   

2020

   

2020

   

2019

 

Loss from operations - GAAP basis (a)

  $ (1,360 )   $ (528 )   $ (6,023 )

Non-GAAP adjustments:

                       

Share-based compensation included in (b):

                       

Cost of sales (COS)

    218       211       212  

Research and development (R&D)

    782       828       820  

Selling, general and administrative (SG&A)

    2,299       2,364       2,474  
      3,299       3,403       3,506  

Amortization of purchased intangible assets (c)

    9,783       9,527       9,969  

Restructuring charges related to inventory adjustments in COS (d)

    2,606       72       1,114  

Restructuring charges (d)

    412       585       814  
                         

Manufacturing and sales transition costs included in (e):

                       

COS

    -       -       416  

SG&A

    179       76       152  
      179       76       568  

Impairment charges (f)

    7,300       -       -  

Gain on sale of facility (g)

    (4,468 )     (27 )     -  

PP&E step-up included in SG&A (h)

    243       243       1,257  

Income from operations - non-GAAP basis (i)

  $ 17,994     $ 13,351     $ 11,205  
                         

Loss from continuing operations - GAAP basis

  $ (6,646 )   $ (4,740 )   $ (10,480 )

Non-GAAP adjustments (as scheduled above)

    19,354       13,879       17,228  

Tax effect of non-GAAP adjustments (j)

    (1,080 )     (2,011 )     (1,836 )

Income from continuing operations - non-GAAP basis

  $ 11,628     $ 7,128     $ 4,912  
                         

GAAP loss from continuing operations per share - diluted

  $ (0.16 )   $ (0.11 )   $ (0.25 )
                         

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

  $ 0.27     $ 0.17     $ 0.12  

 


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 and impairment charges provides better comparability of pre and post-acquisition operating results and to results of businesses utilizing internally developed intangible assets. Management initiated certain restructuring activities including employee headcount reductions and other organizational changes to align our business strategies in light of the merger with Xcerra. Restructuring costs have been excluded because such expense is not used by Management to assess the core profitability of Cohu’s business operations. Manufacturing and sales transition costs relate principally to expenses incurred as a result of moving certain manufacturing activities to Asia and incremental costs incurred related to the buildup of a direct sales force for certain equipment sales in Asia. 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. Impairment charges and gain on sale of facility have been excluded as these amounts are infrequent and are unrelated to the operational performance of Cohu. Adjustments for inventory and PP&E step-up costs have been excluded by management as they are unrelated to the core operating activities of the Company and the frequency and variability in the nature of the charges can vary significantly from period to period. 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 (or superior to) 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)

(0.9)%, (0.4)% and (4.2)% 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 restructuring costs incurred related to the integration of Xcerra.

 

(e)

To eliminate manufacturing and sales transition and severance costs.

 

(f)

To eliminate impairment charges recorded to adjust IPR&D assets obtained in the acquisition of Xcerra to current fair value.

 

(g)

To eliminate the gains generated by the sale of the Company’s facilities in Rosenheim Germany in the third quarter and Penang Malaysia in the second quarter, sold as part of the previously announced Xcerra integration and restructuring program.

 

(h)

To eliminate the accelerated depreciation from the property, plant & equipment step-up related to the acquisition of Xcerra.

 

(i)

11.9%, 9.3% and 7.8% of net sales, respectively.

 

(j)

To adjust the provision for income taxes related to the adjustments described above based on applicable tax rates.

 

(k)

The three months ended September 26, 2020, June 27, 2020 and September 28, 2019 were computed using 42,659, 42,283 and 41,587 shares outstanding, respectively, 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.

 

 

 

COHU, INC.

               

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

 

(in thousands, except per share amounts)

               
   

Nine Months Ended

 
   

September 26,

   

September 28,

 
   

2020

   

2019

 

Loss from operations - GAAP basis (a)

  $ (15,514 )   $ (38,669 )

Non-GAAP adjustments:

               

Share-based compensation included in (b):

               

Cost of sales (COS)

    641       545  

Research and development (R&D)

    2,443       2,234  

Selling, general and administrative (SG&A)

    7,229       8,082  
      10,313       10,861  

Amortization of purchased intangible assets (c)

    28,848       29,975  

Restructuring charges related to inventory adjustments in COS (d)

    4,281       321  

Restructuring charges (d)

    1,400       10,720  

Manufacturing and sales transition costs included in (e):

               

COS

    -       1,211  

SG&A

    318       1,266  
      318       2,477  
                 

Impairment charges (f)

    11,249       -  
                 

Acquisition costs included in SG&A (g)

    -       404  

Gain on sale of facility (h)

    (4,495 )     -  

Inventory step-up included in COS (i)

    -       6,038  

PP&E step-up included in SG&A (j)

    729       3,771  

Income from operations - non-GAAP basis (k)

  $ 37,129     $ 25,898  
                 

Income (loss) from continuing operations - GAAP basis

  $ (28,704 )   $ (52,714 )

Non-GAAP adjustments (as scheduled above)

    52,643       64,567  

Tax effect of non-GAAP adjustments (l)

    (5,051 )     (7,542 )

Income from continuing operations - non-GAAP basis

  $ 18,888     $ 4,311  
                 

GAAP loss per share from continuing operations - diluted

  $ (0.69 )   $ (1.28 )
                 

Non-GAAP income per share - diluted (m)

  $ 0.44     $ 0.10  

 


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. Management initiated certain restructuring activities including employee headcount reductions and other organizational changes to align our business strategies in light of the merger with Xcerra. Restructuring costs have been excluded because such expense is not used by Management to assess the core profitability of Cohu’s business operations. Manufacturing and sales transition costs relate principally to expenses incurred as a result of moving certain manufacturing activities to Asia and incremental costs incurred related to the buildup of a direct sales force for certain equipment sales in Asia. 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. Impairment charges and gain on sale of facility have been excluded as these amounts are infrequent and are unrelated to the operational performance of Cohu. Acquisition costs, fair value adjustment to contingent consideration and adjustments for inventory and PP&E step-up costs have been excluded by management as they are unrelated to the core operating activities of the Company and the frequency and variability in the nature of the charges can vary significantly from period to period. 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 (or superior to) 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)

(3.6)% and (8.8)% 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 restructuring costs incurred related to the integration of Xcerra.

 

(e)

To eliminate manufacturing and sales transition and severance costs.

 

(f)

To eliminate impairment charges recorded to adjust IPR&D assets obtained in the acquisition of Xcerra to current fair value.

 

(g)

To eliminate professional fees and other direct incremental expenses incurred related to the acquisition of Xcerra.

 

(h)

To eliminate the gains generated by the sale of the Company’s facilities in Rosenheim Germany in the third quarter and Penang Malaysia in the second quarter, sold as part of the previously announced Xcerra integration and restructuring program.

 

(i)

To eliminate the inventory step-up costs incurred related to the acquisition of Xcerra.

 

(j)

To eliminate the property, plant & equipment step-up depreciation accelerated related to the acquisition of Xcerra.

 

(k)

8.6% and 5.9% of net sales, respectively.

 

(l)

To adjust the provision for income taxes related to the adjustments described above based on applicable tax rates.

 

(m)

The nine months ended September 26, 2020 and September 28, 2019 were computed using 42,457 and 41,527 shares outstanding, respectively, 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 were calculated utilizing the GAAP diluted shares outstanding.

 

 

 

COHU, INC.

                       

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

 

(in thousands)

                       
   

Three Months Ended

 
   

September 26,

   

June 27,

   

September 28,

 
   

2020

   

2020

   

2019

 
                         

Gross Profit Reconciliation

                       

Gross profit - GAAP basis (excluding amortization) (1)

  $ 63,500     $ 60,957     $ 58,933  

Non-GAAP adjustments to cost of sales (as scheduled above)

    2,824       283       1,742  

Gross profit - Non-GAAP basis

  $ 66,324     $ 61,240     $ 60,675  
                         

As a percentage of net sales:

                       

GAAP gross profit

    42.2 %     42.3 %     41.1 %

Non-GAAP gross profit

    44.0 %     42.5 %     42.3 %
                         

Adjusted EBITDA Reconciliation

                       

Net loss attributable to Cohu - GAAP Basis

  $ (6,646 )   $ (4,740 )   $ (10,468 )

(Income) loss from discontinued operations

    -       -       (154 )

Income tax provision

    1,116       137       1,277  

Interest expense

    3,021       3,456       5,000  

Interest income

    (42 )     (21 )     (190 )

Amortization of purchased intangible assets

    9,783       9,527       9,969  

Depreciation

    3,462       3,557       5,231  

Amortization of cloud-based software implementation costs (2)

    318       308       -  

Other non-GAAP adjustments (as scheduled above)

    9,328       4,109       5,456  

Adjusted EBITDA

  $ 20,340     $ 16,333     $ 16,121  
                         

As a percentage of net sales:

                       

Net loss attributable to Cohu - GAAP Basis

    (4.4 )%     (3.3 )%     (7.3 )%

Adjusted EBITDA

    13.5 %     11.3 %     11.2 %
                         

Operating Expense Reconciliation

                       

Operating Expense - GAAP basis

  $ 64,860     $ 61,485     $ 64,956  

Non-GAAP adjustments to operating expenses (as scheduled above)

    (16,530 )     (13,596 )     (15,486 )

Operating Expenses - Non-GAAP basis

  $ 48,330     $ 47,889     $ 49,470  

 


 

(1)

Excludes amortization of $7,447, $7,256 and $7,597 for the three months ending September 26, 2020, June 27, 2020 and September 28, 2019, respectively.

 

(2)

Represents amortization of capitalized implementation costs related to cloud-based software arrangements that are included within SG&A.

 

   

Nine Months Ended

 
   

September 26,

   

September 28,

 
   

2020

   

2019

 

Gross Profit Reconciliation

               

Gross profit - GAAP basis (excluding amortization) (1)

  $ 180,541     $ 175,754  

Non-GAAP adjustments to cost of sales (as scheduled above)

    4,922       8,115  

Gross profit - Non-GAAP basis

  $ 185,463     $ 183,869  
                 

As a percentage of net sales:

               

GAAP gross profit

    41.6 %     39.8 %

Non-GAAP gross profit

    42.8 %     41.7 %
                 

Adjusted EBITDA Reconciliation

               

Net loss attributable to Cohu - GAAP Basis

  $ (28,662 )   $ (52,434 )

(Income) loss from discontinued operations

    (42 )     (342 )

Income tax provision

    261       161  

Interest expense

    10,904       15,789  

Interest income

    (210 )     (603 )

Amortization of purchased intangible assets

    28,848       29,975  

Depreciation

    10,435       15,353  

Amortization of cloud-based software implementation costs (2)

    831       -  

Other non-GAAP adjustments (as scheduled above)

    23,066       29,728  

Adjusted EBITDA

  $ 45,431     $ 37,627  
                 

As a percentage of net sales:

               

Net loss attributable to Cohu - GAAP Basis

    (6.6 )%     (11.9 )%

Adjusted EBITDA

    10.5 %     8.5 %
                 

Operating Expense Reconciliation

               

Operating Expense - GAAP basis

  $ 196,055     $ 214,423  

Non-GAAP adjustments to operating expenses (as scheduled above)

    (47,721 )     (56,452 )

Operating Expenses - Non-GAAP basis

  $ 148,334     $ 157,971  

 


 

(1)

Excludes amortization of $21,969 and $22,863 for the nine months ending September 26, 2020 and September 28, 2019, respectively.

 

(2)

Represents amortization of capitalized implementation costs related to cloud-based software arrangements that are included within SG&A.