Table of Contents
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 22, 2003
| Cohu,
Inc. (Exact Name of Registrant as Specified in Charter) |
| Delaware | 1-4298 | 95-1934119 | ||
|
|
||||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS 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) |
| Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. | ||||||||
| Item 12. Results of Operations and Financial Condition. | ||||||||
| SIGNATURES | ||||||||
| EXHIBIT INDEX | ||||||||
| EXHIBIT 99.1 | ||||||||
Table of Contents
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
| Exhibit No. | Description | |||||||
99.1 |
Third Quarter 2003 Earnings Release, dated October 22, 2003, of Cohu, Inc. | |||||||
Item 12. Results of Operations and Financial Condition.
On October 22, 2003, Cohu, Inc. (the “Company”) issued a press release regarding its financial results for the quarter ended September 30, 2003. 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 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.
Table of Contents
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 thereunto duly authorized.
| COHU, INC. | ||||
| Dated: October 22, 2003 | By: | /s/ James A. Donahue James A. Donahue President and Chief Executive Officer |
||
Table of Contents
EXHIBIT INDEX
| Exhibit No. | Description | |||||||
99.1 |
Third Quarter 2003 Earnings Release, dated October 22, 2003, of Cohu, Inc. | |||||||
Exhibit 99.1 Cohu Reports Third Quarter 2003 Operating Results POWAY, Calif., October 22, 2003 -- Cohu, Inc. (NASDAQ:COHU) today announced that net sales were $34.5 million for the third quarter ended September 30, 2003 compared to $36.8 million for the third quarter of 2002 and $32.1 million for the second quarter of 2003. The net loss for the third quarter of 2003 was $615,000, or $.03 per share, compared to a net loss of $555,000, or $.03 per share for the third quarter of 2002 and net income of $4.1 million or $.19 per share in the second quarter of 2003. Cohu recorded pretax charges to operations in the third quarter of 2003 of approximately $350,000 related to the consolidation of its Littleton, Massachusetts operations ($250,000 in the second quarter of 2003) and $1.3 million for inventory ($2.5 million in the second quarter of 2003). The quarter ended June 30, 2003 also included a pretax gain of $7.9 million from the sale of land held for future development and a pretax charge of $2.5 million from an impairment write-down of an equity investment. Net sales for the first nine months of 2003 were $97.7 million with net income of $2.1 million and net income per share of $.10 compared to net sales of $106.7 million with a net loss of $312,000 and a net loss per share of $.02 for the first nine months of 2002. Orders for the third quarter of 2003 were $34.5 million compared to $43.7 million for the second quarter of 2003. Orders for the second quarter of 2003 include an $8.5 million contract from the United Arab Emirates (UAE) Armed Forces for microwave communications equipment. Backlog was $42.9 million at both September 30, 2003 and June 30, 2003. Third quarter 2003 sales of semiconductor test handling equipment accounted for 82% of total sales. Sales of television cameras and related equipment were 11% of sales and metal detection and microwave communications equipment contributed 7% of sales. Third quarter 2003 orders included 80% from semiconductor equipment, 12% from television cameras and 8% from metal detection and microwave communications equipment. Our September 30, 2003 backlog includes certain orders, including the $8.5 million contract with the UAE, that we do not expect to be recognized as revenue in the fourth quarter of 2003 due to normal customer acceptance procedures. James A. Donahue, President and Chief Executive Officer, stated, "Cohu's results for the third quarter of 2003 were generally in line with our expectations. There are more signs that business conditions in the semiconductor equipment industry are improving. Capacity utilization continues to rise and semiconductor unit production is approaching the record level of 2000, according to some industry analysts. These key metrics drive the need for capital equipment. While it's not clear whether strong sequential growth is imminent, we agree with those forecasters who expect at least a gradual improvement in the semiconductor equipment industry over the next few quarters. Throughout the downturn, we've continued to make investments in new product development and to improve our operations. Cohu's balance sheet remains strong, with $108 million in cash and no debt. We are in an excellent position to capitalize on the expected recovery." Cohu's Board of Directors approved a quarterly cash dividend of $.05 per share payable on January 9, 2004 to shareholders of record on December 5, 2003. Cohu has paid consecutive quarterly cash dividends since 1977. Certain matters discussed in this release including statements concerning Cohu's expectations of industry conditions and future operations and financial 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, Cohu's 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; inventory write-downs; the cyclical and unpredictable nature of capital expenditures by semiconductor manufacturers; goodwill and intangible asset write-downs due to impairment testing required by accounting standards; the effect of competitive products; the concentration of revenues from a limited number of customers; order cancellations; failure to obtain customer acceptance and recognize revenue; difficulties in integrating acquisitions and new technologies; and other risks addressed 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. Cohu is a leading supplier of test handling solutions used by the global semiconductor industry as well as a supplier of closed circuit television, metal detection and microwave communications equipment. Cohu will be conducting their conference call on Wednesday, October 22, 2003 at 2:00 PM Pacific Time. A webcast and replay 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: John Allen - Investor Relations (858) 848-8106. COHU, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) (unaudited) For press releases and other information of interest to investors, please visit Cohu's website at www.cohu.com Contact: John Allen - Investor Relations (858) 848-8106
Three Months Ended Nine Months Ended September 30 September 30 - ----------------------------------------------------------------------------------------------------------------------------------- 2003 2002 2003 2002 - ----------------------------------------------------------------------------------------------------------------------------------- Net sales $34,512 $36,811 $ 97,675 $106,706 Cost and expenses: Cost of sales 23,986 24,463 65,791 66,930 Research and development 5,577 8,136 18,071 24,094 Selling, general and administrative 6,347 6,015 18,290 18,530 - ----------------------------------------------------------------------------------------------------------------------------------- 35,910 38,614 102,152 109,554 - ----------------------------------------------------------------------------------------------------------------------------------- Loss from operations (1,398) (1,803) (4,477) (2,848) Gain from sale of land - - 7,873 - Investment impairment writedown - - (2,500) - Interest income 683 648 1,825 2,136 - ----------------------------------------------------------------------------------------------------------------------------------- Income (loss) before income taxes (715) (1,155) 2,721 (712) Income tax provision (benefit) (100) (600) 600 (400) - ----------------------------------------------------------------------------------------------------------------------------------- Net income (loss) $ (615) $ (555) $ 2,121 $ (312) - ----------------------------------------------------------------------------------------------------------------------------------- Income (loss) per share: $ (.03) $ (.03) $ .10 $ (.02) Basic Diluted $ (.03) $ (.03) $ .10 $ (.02) Weighted average shares used in computing income (loss) per share: Basic 21,255 20,795 21,088 20,722 Diluted 21,255 20,795 21,619 20,722 - ----------------------------------------------------------------------------------------------------------------------------------- Condensed Consolidated Balance Sheets (in thousands) (unaudited) September 30, December 31, 2003 2002 - ----------------------------------------------------------------------------------------------------------------------------------- Assets: Current assets: Cash and investments $107,589 $107,184 Accounts receivable 25,399 18,267 Inventories 29,840 24,317 Deferred taxes and other 16,049 16,530 -------- -------- 178,877 166,298 Note receivable 8,978 9,184 Property, plant & equipment, net 31,044 33,770 Other assets, primarily goodwill 9,637 12,551 - ----------------------------------------------------------------------------------------------------------------------------------- Total assets $228,536 $221,803 - ----------------------------------------------------------------------------------------------------------------------------------- Liabilities & Stockholders' Equity: Current liabilities: Deferred profit $ 7,845 $ 5,231 Other current liabilities 21,111 20,528 ------- ------- 28,956 25,759 Deferred taxes and other noncurrent liabilities 6,035 5,950 Stockholders' equity 193,545 190,094 - ----------------------------------------------------------------------------------------------------------------------------------- Total liabilities & equity $228,536 $221,803 - -----------------------------------------------------------------------------------------------------------------------------------