cohu20230801_8k.htm
false 0000021535 0000021535 2023-08-03 2023-08-03
 
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):
 
August 3, 2023
 
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 August 3, 2023, Cohu, Inc. (the “Company”) issued a press release regarding its financial results for the second quarter ended July 1, 2023. 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 are non-GAAP financial measures, including non-GAAP Gross Margin/Profit, Income and Income (adjusted earnings) per share, Operating Income, Operating Expense, effective tax rate, free cash flow 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, manufacturing transition and severance costs, acquisition-related costs and associated professional fees, restructuring costs, inventory step-up, depreciation of purchase accounting adjustments to property, plant and equipment, employer payroll taxes related to accelerated vesting share-based awards, amortization of cloud-based software implementation costs (Adjusted EBITDA only) and loss on extinguishment of debt (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 may be considered forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, including statements regarding continuing improvements in operational performance; aligning investments with major trends in industrial automation, autonomous vehicles, mobility, increased processing and sensing power; expanding our factory footprint in the Philippines; future growth in recurring; test interface design wins with expanded manufacturing in Asia; other design wins within the handler group; expansion of the Diamondx platform for analog testing; strategy to expand served addressable markets and deliver long-term growth; growth into adjacent areas, including service; resiliency of recurring business; expanding our software business including DI-Core; expanding Cohu’s differentiated product portfolio; new customer application gains; estimated test cell utilization; thermal handler demand for hyperscaling; Cohu’s FY2023 and FY2024 outlook; revenue growth with expected market condition improvements; % of incremental revenue expected to fall to operating income; expense controls; Cohu’s third quarter 2023 sales forecast, orders, guidance, sales mix, non-GAAP operating expenses, gross margin, operating income, adjusted EBITDA, effective tax rate, free cash flow, cap ex, cash and/or shares outstanding; estimated minimum cash needed; estimated EBITDA breakeven point; Cohu’s Mid-Term Financial Targets; any future Term Loan B principal reduction; the amount, timing or manner of any share repurchases; and any other statements that are predictive in nature and depend upon or refer to future events or conditions; and/or include words such as “may,” “will,” “should,” “would,” “expect,” “anticipate,” “plan,” “likely,” “believe,” “estimate,” “project,” “intend;” and/or 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 and future business conditions could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation: cyclical COVID-19 pandemic impacts; new product investments and product enhancements which may not be commercially successful; inability to effectively manage multiple manufacturing sites in Asia and secure reliable and cost-effective raw materials; failure of sole source contract manufacturer; ongoing inflationary pressures on material and operational costs coupled with rising interest rates; economic recession; instability of financial institutions where we maintain cash deposits and potential loss of uninsured cash deposits; the semiconductor industry is seasonal, cyclical, volatile and unpredictable; the semiconductor equipment industry is intensely competitive; rapid technological changes and product introductions and transitions; a limited number of customers account for a substantial percentage of net sales; significant exports to foreign countries with economic and political instability and competition from a number of Asia-based manufacturers; loss of key personnel; reliance on foreign locations and geopolitical instability in such locations critical to Cohu and its customers; natural disasters, war and climate-related changes; increasingly restrictive trade and export regulations impacting our ability to sell products, specifically within China; significant goodwill and other intangibles as percentage of our total assets; risks associated with the MCT acquisition, such as integration and synergies, and other risks associated with additional potential acquisitions, investments and divestitures; levels of debt; financial or operating results that are below forecast or credit rating changes impacting our stock price or financing ability; law/regulatory and including tax law changes; significant volatility in our stock price; and the risk of cybersecurity breaches.
 
These and other risks and uncertainties are discussed more fully in Cohu’s filings with the SEC, including our most recent 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
 
Second Quarter 2023 Earnings Release, dated August 3, 2023, of Cohu, Inc.
 
Exhibit No. - 104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 

 
 
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.
 
 
 
 
August 3, 2023
 
 By:
/s/ Jeffrey D. Jones
 
 
 
 
 
 
 
 Name: Jeffrey D. Jones
 
 
 
 Title: Senior VP Finance and Chief Financial Officer
 
 

 
 
Exhibit Index
 
 
 
 
Exhibit No.
 
Description
 
 
 
99.1
 
104
 
Second Quarter 2023 Earnings Release, dated August 3, 2023, of Cohu, Inc.
 
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
ex_553318.htm

Exhibit 99.1

 

   
https://cdn.kscope.io/ebf8ee978c3e68088c46ea8076217aa8-logo.jpg
 

COHU, INC.

12367 CROSTHWAITE CIRCLE

POWAY, CA 92064

FAX (858) 848-8185

PHONE (858) 858-8100

www.cohu.com

 

Cohu Reports Second Quarter 2023 Results

 

 

Second quarter revenue $168.9 million

 

 

Gross margin of 47.6%; non-GAAP gross margin of 47.8%

 

 

Improving thermal handler demand for hyperscaling

 

POWAY, Calif., August 3, 2023 -- Cohu, Inc. (NASDAQ: COHU), a global supplier of equipment and services optimizing semiconductor manufacturing yield and productivity, today reported fiscal 2023 second quarter net sales of $168.9 million and GAAP income of $10.6 million or $0.22 per share. Net sales for the first six months of 2023 were $348.3 million and GAAP income was $26.3 million or $0.55 per share.

 

Cohu also reported non-GAAP results, with second quarter 2023 income of $22.8 million or $0.48 per share and income of $49.8 million or $1.04 per share for the first six months of 2023.

 

GAAP Results

                                       

(in millions, except per share amounts)

 

Q2 FY 2023

   

Q1 FY 2023

   

Q2 FY 2022

   

6 Months 2023

   

6 Months 2022

 
                                         

Net sales

  $ 168.9     $ 179.4     $ 217.2     $ 348.3     $ 415.0  

Net income

  $ 10.6     $ 15.7     $ 28.8     $ 26.3     $ 50.3  

Net income per share

  $ 0.22     $ 0.33     $ 0.59     $ 0.55     $ 1.02  

 

Non-GAAP Results

                                       

(in millions, except per share amounts)

 

Q2 FY 2023

   

Q1 FY 2023

   

Q2 FY 2022

   

6 Months 2023

   

6 Months 2022

 
                                         

Net income

  $ 22.8     $ 26.9     $ 39.7     $ 49.8     $ 72.3  

Net income per share

  $ 0.48     $ 0.56     $ 0.81     $ 1.04     $ 1.47  

 

Total cash and investments at the end of second quarter 2023 were $372.3 million and our Term Loan B principal amount was $31.1 million. Cohu repurchased 77,203 shares of its common stock in the second quarter for an aggregate amount of approximately $2.7 million.

 

“Second quarter gross margin and profitability were strong driven by a resilient recurring business model which has achieved a 3-year compound revenue growth rate of 7%,” said Cohu President and CEO Luis Müller. “We are focused on expanding our product portfolio and winning new customer applications, positioning the company to deliver revenue growth when market conditions improve.”

 

Cohu expects third quarter 2023 sales to be approximately $150 million.

 

Conference Call Information:

 

The Company will host a live conference call and webcast with slides to discuss second quarter 2023 results at 5:30 a.m. Pacific Time/8:30 a.m. Eastern Time on August 3, 2023. Interested parties may listen live via webcast on Cohu’s investor relations website at https://edge.media-server.com/mmc/p/6n5z34zd.

 

To participate via telephone and join the call live, please register in advance at https://register.vevent.com/register/BIb169876ee747489baab528b612fd969e to receive the dial-in number along with a unique PIN number that can be used to access the call.

 

 

 

About Cohu:

 

Cohu (NASDAQ: COHU) is a global technology leader supplying test, automation, inspection and metrology products and services to the semiconductor industry. Cohu’s differentiated and broad product portfolio enables optimized yield and productivity, accelerating customers’ manufacturing time-to-market. 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, effective tax rate, free cash flow 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, manufacturing transition and severance costs, acquisition-related costs and associated professional fees, restructuring costs, inventory step-up, depreciation of purchase accounting adjustments to property, plant and equipment, employer payroll taxes related to accelerated vesting share-based awards, amortization of cloud-based software implementation costs (Adjusted EBITDA only) and loss on extinguishment of debt (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 continuing improvements in operational performance; aligning investments with major trends in industrial automation, autonomous vehicles, mobility, increased processing and sensing power; expanding our factory footprint in the Philippines; future growth in recurring; test interface design wins with expanded manufacturing in Asia; other design wins within the handler group; expansion of the Diamondx platform for analog testing; strategy to expand served addressable markets and deliver long-term growth; growth into adjacent areas, including service; resiliency of recurring business; expanding our software business including DI-Core; expanding Cohu’s differentiated product portfolio; new customer application gains; estimated test cell utilization; thermal handler demand for hyperscaling; Cohu’s FY2023 and FY2024 outlook; revenue growth with expected market condition improvements; % of incremental revenue expected to fall to operating income; expense controls; Cohu’s third quarter 2023 sales forecast, orders, guidance, sales mix, non-GAAP operating expenses, gross margin, operating income, adjusted EBITDA, effective tax rate, free cash flow, cap ex, cash and/or shares outstanding; estimated minimum cash needed; estimated EBITDA breakeven point; Cohu’s Mid-Term Financial Targets; any future Term Loan B principal reduction; the amount, timing or manner of any share repurchases; and any other statements that are predictive in nature and depend upon or refer to future events or conditions; and/or include words such as “may,” “will,” “should,” “would,” “expect,” “anticipate,” “plan,” “likely,” “believe,” “estimate,” “project,” “intend;” and/or 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 and future business conditions could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation: cyclical COVID-19 pandemic impacts; new product investments and product enhancements which may not be commercially successful; inability to effectively manage multiple manufacturing sites in Asia and secure reliable and cost-effective raw materials; failure of sole source contract manufacturer; ongoing inflationary pressures on material and operational costs coupled with rising interest rates; economic recession; instability of financial institutions where we maintain cash deposits and potential loss of uninsured cash deposits; the semiconductor industry is seasonal, cyclical, volatile and unpredictable; the semiconductor equipment industry is intensely competitive; rapid technological changes and product introductions and transitions; a limited number of customers account for a substantial percentage of net sales; significant exports to foreign countries with economic and political instability and competition from a number of Asia-based manufacturers; loss of key personnel; reliance on foreign locations and geopolitical instability in such locations critical to Cohu and its customers; natural disasters, war and climate-related changes; increasingly restrictive trade and export regulations impacting our ability to sell products, specifically within China; significant goodwill and other intangibles as percentage of our total assets; risks associated with the MCT acquisition, such as integration and synergies, and other risks associated with additional potential acquisitions, investments and divestitures; levels of debt; financial or operating results that are below forecast or credit rating changes impacting our stock price or financing ability; law/regulatory and including tax law changes; significant volatility in our stock price; and the risk of cybersecurity breaches.

 

These and other risks and uncertainties are discussed more fully in Cohu’s filings with the SEC, including our most recent 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 INCOME

(Unaudited)

(in thousands, except per share amounts)

 

   

Three Months Ended (1)

   

Six Months Ended (1)

 
   

July 1,

   

June 25,

   

July 1,

   

June 25,

 
   

2023 (2)

   

2022

   

2023

   

2022

 
                                 

Net sales

  $ 168,921     $ 217,226     $ 348,292     $ 414,983  

Cost and expenses:

                               

Cost of sales (excluding amortization)

    88,576       116,273       181,729       222,874  

Research and development

    22,466       23,160       44,976       46,266  

Selling, general and administrative

    32,798       32,531       66,987       63,777  

Amortization of purchased intangible assets

    9,006       8,341       17,760       16,876  

Restructuring charges

    416       7       1,304       583  
      153,262       180,312       312,756       350,376  

Income from operations

    15,659       36,914       35,536       64,607  

Other (expense) income:

                               

Interest expense

    (727 )     (919 )     (1,855 )     (1,900 )

Interest income

    2,732       308       5,450       419  

Foreign transaction gain (loss)

    (645 )     1,491       (1,085 )     2,635  

Loss on extinguishment of debt

    -       (128 )     (369 )     (232 )

Income from operations before taxes

    17,019       37,666       37,677       65,529  

Income tax provision

    6,435       8,898       11,408       15,192  

Net income

  $ 10,584     $ 28,768     $ 26,269     $ 50,337  
                                 

Income per share:

                               

Basic:

  $ 0.22     $ 0.59     $ 0.55     $ 1.04  

Diluted:

  $ 0.22     $ 0.59     $ 0.55     $ 1.02  
                                 

Weighted average shares used in computing income per share:

                               

Basic

    47,618       48,475       47,481       48,626  

Diluted

    48,028       48,928       48,099       49,248  

 

(1)

The three- and six-month periods ended July 1, 2023 and June 25, 2022 were both comprised of 13 weeks and 26 weeks, respectively.

 

(2)

On January 30, 2023 the Company completed the acquisition of MCT Worldwide, LLC (“MCT”) and the results of its operations have been included since that date.

 

 

 

COHU, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in thousands)

 

   

July 1,

   

December 31,

 
   

2023

   

2022

 

Assets:

               

Current assets:

               

Cash and investments

  $ 372,317     $ 385,576  

Accounts receivable

    144,137       176,148  

Inventories

    173,753       170,141  

Other current assets

    32,084       32,986  

Total current assets

    722,291       764,851  

Property, plant & equipment, net

    66,626       65,011  

Goodwill

    224,291       213,539  

Intangible assets, net

    135,300       140,104  

Operating lease right of use assets

    19,839       22,804  

Other assets

    19,718       21,105  

Total assets

  $ 1,188,065     $ 1,227,414  
                 

Liabilities & Stockholders Equity:

               

Current liabilities:

               

Short-term borrowings

  $ 1,732     $ 1,907  

Current installments of long-term debt

    4,529       4,404  

Deferred profit

    4,073       8,022  

Other current liabilities

    128,068       146,539  

Total current liabilities

    138,402       160,872  

Long-term debt

    36,457       72,664  

Non-current operating lease liabilities

    16,178       19,209  

Other noncurrent liabilities

    43,635       45,828  

Cohu stockholders’ equity

    953,393       928,841  

Total liabilities & stockholders’ equity

  $ 1,188,065     $ 1,227,414  

 

 

 

COHU, INC.

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

(in thousands, except per share amounts)

 

   

Three Months Ended

 
   

July 1,

   

April 1,

   

June 25,

 
   

2023

   

2023

   

2022

 

Income from operations - GAAP basis (a)

  $ 15,659     $ 19,877     $ 36,914  

Non-GAAP adjustments:

                       

Share-based compensation included in (b):

                       

Cost of sales (COS)

    216       180       172  

Research and development (R&D)

    819       866       826  

Selling, general and administrative (SG&A)

    3,397       2,868       2,935  
      4,432       3,914       3,933  

Amortization of purchased intangible assets (c)

    9,006       8,754       8,341  

Restructuring charges related to inventory adjustments in COS (d)

    (13 )     (28 )     (186 )

Restructuring charges (d)

    416       888       7  

Manufacturing and sales transition costs included in (e):

                       

COS

    -       18       -  

R&D

    22       -       -  

SG&A

    166       253       -  
      188       271       -  

Inventory step-up included in COS (f)

    149       124       -  

Acquisition costs included in SG&A (g)

    60       385       -  

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

    14       9       -  

Income from operations - non-GAAP basis (i)

  $ 29,911     $ 34,194     $ 49,009  
                         

Net income - GAAP basis

  $ 10,584     $ 15,685     $ 28,768  

Non-GAAP adjustments (as scheduled above)

    14,252       14,317       12,095  

Tax effect of non-GAAP adjustments (j)

    (1,996 )     (3,057 )     (1,134 )

Net income - non-GAAP basis

  $ 22,840     $ 26,945     $ 39,729  
                         

GAAP net income per share - diluted

  $ 0.22     $ 0.33     $ 0.59  
                         

Non-GAAP net income per share - diluted (k)

  $ 0.48     $ 0.56     $ 0.81  

 


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 and the acquisition of MCT. Restructuring costs have been excluded because such expense is not used by Management to assess the core profitability of Cohu’s business operations. Acquisition 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)

9.3%, 11.1% and 17.0% 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 MCT and Xcerra.

 

(e)

To eliminate the manufacturing transition and severance costs.

 

(f)

To eliminate amortization of inventory step up charges related to MCT acquisition.

 

(g)

To eliminate professional fees and other direct incremental expenses incurred related to acquisitions.

 

(h)

To eliminate depreciation of PP&E step up charges related to MCT acquisition.

 

(i)

17.7%, 19.1% and 22.6% of net sales, respectively.

 

(j)

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

 

(k)

All periods presented were computed using the number of GAAP diluted shares outstanding.

 

 

 

COHU, INC.

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

(in thousands, except per share amounts)

 

   

Six Months Ended

 
   

July 1,

   

June 25,

 
   

2023

   

2022

 

Income from operations - GAAP basis (a)

  $ 35,536     $ 64,607  

Non-GAAP adjustments:

               

Share-based compensation included in (b):

               

Cost of sales (COS)

    396       317  

Research and development (R&D)

    1,685       1,578  

Selling, general and administrative (SG&A)

    6,265       5,460  
      8,346       7,355  

Amortization of purchased intangible assets (c)

    17,760       16,876  

Restructuring charges related to inventory adjustments in COS (d)

    (41 )     (361 )

Restructuring charges (d)

    1,304       583  

Manufacturing and sales transition costs included in (e):

               

COS

    18       -  

R&D

    22       -  

SG&A

    419       -  
      459       -  
                 

Inventory step-up included in COS (f)

    273       -  

Acquisition costs included in SG&A (g)

    445       -  

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

    23       -  

Payroll taxes related to accelerated vesting of share-based awards included in SG&A (i)

    -       132  
                 

Income from operations - non-GAAP basis (j)

  $ 64,105     $ 89,192  
                 

Net income - GAAP basis

  $ 26,269     $ 50,337  

Non-GAAP adjustments (as scheduled above)

    28,569       24,585  

Tax effect of non-GAAP adjustments (k)

    (5,053 )     (2,617 )

Net income - non-GAAP basis

  $ 49,785     $ 72,305  
                 

GAAP net income per share - diluted

  $ 0.55     $ 1.02  
                 

Non-GAAP income per share - diluted (l)

  $ 1.04     $ 1.47  

 


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 and the acquisition of MCT. Restructuring costs have been excluded because such expense is not used by Management to assess the core profitability of Cohu’s business operations. PP&E step-up costs have been excluded by management as they are unrelated to the core operating activities of the Company. Acquisition 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. Employer payroll taxes related to accelerated severance stock-based compensation are dependent on the Company's stock price and the timing and size of the vesting of their restricted stock, over which management has limited to no control, and as such management does not believe it correlates to the company's operation of the business. 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)

10.2% and 15.6% 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 MCT and Xcerra.

 

(e)

To eliminate the manufacturing transition and severance costs.

 

(f)

To eliminate amortization of inventory step up charges related to MCT acquisition.

 

(g)

To eliminate professional fees and other direct incremental expenses incurred related to acquisitions.

 

(h)

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

 

(i)

To eliminate the impact of employer payroll taxes associated with the acceleration of Pascal Rondé share-based awards under the terms of his separation agreement.

 

(j)

18.4% and 21.5% of net sales, respectively.

 

(k)

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

 

(l)

All periods presented were computed using the number of GAAP diluted shares outstanding.

 

 

 

COHU, INC.

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

(in thousands)

 

   

Three Months Ended

 
   

July 1,

   

April 1,

   

June 25,

 
   

2023

   

2023

   

2022

 
                         

Gross Profit Reconciliation

                       

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

  $ 80,345     $ 86,218     $ 100,953  

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

    352       294       (14 )

Gross profit - Non-GAAP basis

  $ 80,697     $ 86,512     $ 100,939  
                         

As a percentage of net sales:

                       

GAAP gross profit

    47.6 %     48.1 %     46.5 %

Non-GAAP gross profit

    47.8 %     48.2 %     46.5 %
                         

Adjusted EBITDA Reconciliation

                       

Net income - GAAP Basis

  $ 10,584     $ 15,685     $ 28,768  

Income tax provision

    6,435       4,973       8,898  

Interest expense

    727       1,128       919  

Interest income

    (2,732 )     (2,718 )     (308 )

Amortization of purchased intangible assets

    9,006       8,754       8,341  

Depreciation

    3,361       3,337       3,191  

Amortization of cloud-based software implementation costs (2)

    700       700       478  

Loss on extinguishment of debt

    -       369       128  

Other non-GAAP adjustments (as scheduled above)

    5,232       5,554       3,754  

Adjusted EBITDA

  $ 33,313     $ 37,782     $ 54,169  
                         

As a percentage of net sales:

                       

Net income - GAAP Basis

    6.3 %     8.7 %     13.2 %

Adjusted EBITDA

    19.7 %     21.1 %     24.9 %
                         

Operating Expense Reconciliation

                       

Operating Expense - GAAP basis

  $ 64,686     $ 66,341     $ 64,039  

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

    (13,900 )     (14,023 )     (12,109 )

Operating Expenses - Non-GAAP basis

  $ 50,786     $ 52,318     $ 51,930  

 


(1)

Excludes amortization of $7,102, $6,891 and $6,544 for the three months ending July 01, 2023, April 01, 2023 and June 25, 2022, respectively.

(2)

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

 

   

Six Months Ended

 
   

July 1,

   

June 25,

 
   

2023

   

2022

 

Gross Profit Reconciliation

               

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

  $ 166,563     $ 192,109  

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

    646       (44 )

Gross profit - Non-GAAP basis

  $ 167,209     $ 192,065  
                 

As a percentage of net sales:

               

GAAP gross profit

    47.8 %     46.3 %

Non-GAAP gross profit

    48.0 %     46.3 %
                 

Adjusted EBITDA Reconciliation

               

Net income - GAAP Basis

  $ 26,269     $ 50,337  

Income tax provision

    11,408       15,192  

Interest expense

    1,855       1,900  

Interest income

    (5,450 )     (419 )

Amortization of purchased intangible assets

    17,760       16,876  

Depreciation

    6,698       6,323  

Amortization of cloud-based software implementation costs (2)

    1,400       956  

Loss on extinguishment of debt

    369       232  

Other non-GAAP adjustments (as scheduled above)

    10,786       7,709  

Adjusted EBITDA

  $ 71,095     $ 99,106  
                 

As a percentage of net sales:

               

Net income - GAAP Basis

    7.5 %     12.1 %

Adjusted EBITDA

    20.4 %     23.9 %
                 

Operating Expense Reconciliation

               

Operating Expense - GAAP basis

  $ 131,027     $ 127,502  

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

    (27,923 )     (24,629 )

Operating Expenses - Non-GAAP basis

  $ 103,104     $ 102,873  

 


(1)

Excludes amortization of $13,993 and $13,240 for the six months ending July 01, 2023 and June 25, 2022, respectively.

(2)

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