COHU INC
10-Ks and 10-Qs
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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
(Mark One)
| þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 26, 2009
OR
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number 1-4298
COHU, INC.
(Exact name of
registrant as specified in its charter)
|
Delaware
(State or other jurisdiction of Incorporation or Organization) |
95-1934119
(I.R.S. Employer Identification No.) |
|
|
12367 Crosthwaite Circle, Poway, California
(Address of principal executive offices) |
92064-6817
(Zip Code) |
Registrant’s telephone number, including area code: (858) 848-8100
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Name of Exchange on Which Registered | |
|
Common Stock, $1.00 par value
Preferred Share Purchase Rights, $1.00 par value |
The NASDAQ Stock Market LLC
The NASDAQ Stock Market LLC |
Securities registered pursuant to Section 12(g) of the Act:
None
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule
405 of the Securities Act. Yes
o
No
þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section
13 or Section 15(d) of the Act. Yes
o
No
þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes
þ
No
o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files). Yes
o
No
o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s
knowledge, in definitive proxy or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K.
þ
Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check one):
| Large accelerated filer o | Accelerated filer þ |
Non-accelerated filer
o
(Do not check if a smaller reporting company) |
Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Act). Yes
o
No
þ
The aggregate market value of voting stock held by nonaffiliates of the registrant was
approximately $140,000,000 based on the closing stock price as reported by the NASDAQ Stock Market
LLC as of June 26, 2009. Shares of common stock held by each officer and director and by each
person or group who owns 5% or more of the outstanding common stock have been excluded in that such
persons or groups may be deemed to be affiliates. This determination of affiliate status is not
necessarily a conclusive determination for other purposes.
As of January 23, 2010 the Registrant had 23,547,538 shares of its $1.00 par value common
stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for Cohu, Inc.’s 2010 Annual Meeting of Stockholders to be
held on May 11, 2010, and to be filed pursuant to Regulation 14A within 120 days after registrant’s
fiscal year ended December 26, 2009, are incorporated by reference into Part III of this Report.
COHU, INC.
FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 26, 2009
TABLE OF CONTENTS
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Page | |||||||
| PART I | ||||||||
| Item 1. | 2 | |||||||
| Item 1A. | 9 | |||||||
| Item 1B. | 14 | |||||||
| Item 2. | 15 | |||||||
| Item 3. | 15 | |||||||
| Item 4. | 15 | |||||||
| PART II | ||||||||
| Item 5. | 16 | |||||||
| Item 6. | 18 | |||||||
| Item 7. | 19 | |||||||
| Item 7A. | 27 | |||||||
| Item 8. | 28 | |||||||
| Item 9. | 28 | |||||||
| Item 9A. | 28 | |||||||
| Item 9B. | 30 | |||||||
| PART III | ||||||||
| Item 10. | 30 | |||||||
| Item 11. | 30 | |||||||
| Item 12. | 30 | |||||||
| Item 13. | 30 | |||||||
| Item 14. | 30 | |||||||
| PART IV | ||||||||
| Item 15. | 31 | |||||||
| Signatures | 62 | |||||||
| EX-21 | ||||||||
| EX-23 | ||||||||
| EX-31.1 | ||||||||
| EX-31.2 | ||||||||
| EX-32.1 | ||||||||
| EX-32.2 | ||||||||
Table of Contents
The following discussion should be read in conjunction with the consolidated financial statements
and notes thereto included elsewhere in this Annual Report on
Form 10-K
. This Annual Report on
Form 10-K contains certain forward-looking statements including expectations of market conditions,
challenges and plans, within the meaning of Section 21E of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), and is subject to the Safe Harbor provisions created by that statute.
These forward-looking statements are based on management’s current expectations and beliefs,
including estimates and projections about our industries. Statements concerning financial position,
business strategy, and plans or objectives for future operations are forward-looking statements.
These statements are not guarantees of future performance and are subject to certain risks,
uncertainties, and assumptions that are difficult to predict and may cause actual results to differ
materially from management’s current expectations. Such risks and uncertainties include those set
forth in this Annual Report on
Form 10-K
under the heading “Item 1A. Risk Factors”. The
forward-looking statements in this report speak only as of the time they are made and do not
necessarily reflect management’s outlook at any other point in time. We undertake no obligation to
update publicly any forward-looking statements, whether as a result of new information, future
events, or for any other reason. However, readers should carefully review the risk factors set
forth in other reports or documents we file from time to time with the Securities and Exchange
Commission (“SEC”) after the date of this Annual Report.
Cohu, Inc. (“Cohu”, “we”, “our” and “us”) was incorporated under the laws of California in 1947, as
Kalbfell Lab, Inc. and commenced active operations in the same year. Our name was changed to Kay
Lab in 1954. In 1957, Cohu was reincorporated under the laws of the State of Delaware as Cohu
Electronics, Inc. and in 1972, our name was changed to Cohu, Inc.
We have three reportable segments: semiconductor equipment, microwave communication systems and
video cameras. Our semiconductor equipment segment is comprised of our wholly owned subsidiaries
Delta Design, Inc. (“Delta”) and Rasco GmbH (“Rasco”). Delta develops, manufactures and sells
pick-and-place semiconductor test handlers, burn-in related equipment and thermal sub-systems to
semiconductor manufacturers and semiconductor test subcontractors throughout the world. Rasco
develops, manufactures and sells gravity-feed and test-in-strip semiconductor test handling
equipment used in final test operations by semiconductor manufacturers and test subcontractors.
Our microwave communication systems segment is comprised of our wholly owned subsidiary Broadcast
Microwave Services, Inc. (“BMS”). BMS develops, manufactures and sells microwave communications
equipment to government agencies, law enforcement and public safety organizations, unmanned air
vehicle program contractors, television broadcasters, entertainment companies, professional sports
teams and other commercial entities. Our video camera segment (“Electronics Division”) develops,
manufactures and sells a wide selection of video cameras and related products, specializing in
video solutions for security, surveillance and traffic monitoring. Customers for these products
are distributed among security, surveillance, traffic control/management, scientific imaging and
machine vision.
Sales by reportable segment, expressed as a percentage of total consolidated net sales, for the
last three years were as follows:
| 2009 | 2008 | 2007 | ||||||||||
|
Semiconductor equipment
|
70 | % | 76 | % | 84 | % | ||||||
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Microwave communications
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20 | % | 15 | % | 9 | % | ||||||
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Video cameras
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10 | % | 9 | % | 7 | % | ||||||
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100 | % | 100 | % | 100 | % | ||||||
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Additional financial information on industry segments for each of the last three years is included
in Note 6, “Segment and Related Information” in part IV, Item 15(a) of this Form 10-K.
2
Table of Contents
Semiconductor Equipment
We are a worldwide supplier of semiconductor test handling systems, burn-in equipment and thermal
sub-systems. Our semiconductor equipment companies develop, manufacture, sell and service a broad
line of equipment capable of handling a wide range of integrated circuit packages. Test handlers
are electromechanical systems used to automate testing of the packaged integrated circuit in the
“backend” of the semiconductor manufacturing process. Testing determines the quality and
performance of the integrated circuit prior to shipment to customers. Testers are designed to
verify the performance of the integrated circuit, such as microprocessors, logic, DRAM or mixed
signal devices. Handlers are engineered to thermally condition and present for testing the
packages that protect the integrated circuit. The majority of test handlers use either
pick-and-place, gravity-feed or test-in-strip technologies. The integrated circuit package type
normally determines the appropriate handling approach. Gravity-feed handling is the predominant
solution for temperature testing of small outline leaded and non-leaded packages, as well as for
packages with leads on only two sides. In gravity-feed handlers, integrated circuits are unloaded
from plastic tubes, metal magazines or a bowl at the top of the machine and flow through the
system, from top to bottom, propelled by the force of gravity. After testing, the integrated
circuits are sorted and reloaded into tubes, magazines or tape for additional process steps or for
shipment.
Integrated circuits with leads on all four sides, such as the quad flat pack or with balls or pads
on the bottom or sides of the package, such as ball grid array packages and quad flat no-lead
packages as well as certain low profile integrated circuits with leads on two sides, such as the
thin small outline package, are predominately handled in pick-and-place systems. Pick-and-place
handlers, use robotic mechanisms to move integrated circuits from waffle-like trays and place them
in precision transport boats or carriers for processing through the system. After testing,
integrated circuits are sorted and reloaded into designated trays, based on test results.
Test-in-strip handlers test integrated circuits in strips or panels prior to the final singulation
step in the semiconductor manufacturing process flow and are typically used for high-parallel
testing of non-memory integrated circuit devices. Micro Electro Mechanical Systems (“MEMS”)
modules generate a physical stimuli for testing of sensor integrated circuits typically used in the
automotive and consumer electronics industry.
To ensure quality, semiconductor manufacturers typically test integrated circuits at hot and/or
cold temperatures, which can accelerate failures. Our test handler products are designed to
provide a precisely controlled test environment typically over the range of -60 degrees Celsius to
+175 degrees Celsius. In recent years, the performance and speed of certain integrated circuits
has increased, resulting in a substantial increase in the amount of heat that is generated within
these high performance integrated circuits during the test process. This heat is capable of
damaging or destroying the integrated circuit and can result in speed downgrading, when devices
self-heat and fail to successfully test at their maximum possible speed. Device yields are
extremely important and speed grading directly affects the selling price of the integrated circuit
and the profitability of the semiconductor manufacturer. In addition to temperature capability,
other key factors in the design of test handlers are cost, handling speed, flexibility, parallel
test capability, system size and reliability.
Delta provides thermal sub-systems for use in advanced burn-in applications. These thermal
sub-systems maintain and control the temperature of the integrated circuit during the burn-in
testing process. Burn-in stresses devices for detection of early failures (infant mortality) prior
to distribution. The burn-in process is also used by semiconductor manufacturers to develop
reliability models of newly introduced devices. The objective of reliability testing is to
determine a device’s fault-free operation and estimated useful life by exposing the device to
various electrical and thermal conditions that impact its performance.
Our products are complex, electromechanical systems, that are used in high-volume production
environments and many are in service twenty-four hours per day, seven days a week. Customers
continuously strive to increase the utilization of their production test equipment and expect high
reliability from test handling and burn-in equipment. The availability of trained technical support
personnel is an important competitive factor in the marketplace. Our semiconductor equipment
companies deploy service engineers worldwide, often within customer production facilities, who work
with customer personnel to maintain, repair and continuously improve the performance of our
equipment.
3
Table of Contents
Our Semiconductor Equipment Products
We offer products for the pick-and-place, gravity-feed, and strip semiconductor test handler, and
burn-in markets. We currently sell the following products in the semiconductor equipment market:
Pick-and-place
The Delta
Castle
is a pick-and-place test handler capable of thermally conditioning devices from
-60 degrees Celsius to +160 degrees Celsius. The Castle can position from one to nine devices for
testing. Its large thermal soak chamber provides a continuous flow of thermally conditioned
devices to the test site allowing the handler to process parts at high speed when running at
temperature. The Castle incorporates an innovative vertical tray storage system that saves space
on the test floor by minimizing the handler’s footprint.
The Delta
EDGE
™ is a pick-and-place handler that combines an economical design with a small
footprint and fast index time (processing speed of the contactor placement mechanism). The
EDGE
™
handler is designed to meet the needs of integrated circuit manufacturers and subcontractors who
test at ambient and hot temperatures.
The Delta
MATRiX
is a high performance pick-and-place handler capable of thermally conditioning
devices from -60 degrees Celsius to +175 degrees Celsius. It provides increased productivity in
several dimensions of performance: up to three times higher throughput and four times higher
parallelism than our previous generation products, and active thermal control per test site. With
an adjustable test site configuration, customers can reuse existing load-boards, including those
made for gravity handlers. The system also provides flexibility with field upgradeable options
including a chamberless tri-temperature test site and auto contactor cleaning.
Delta’s
Summit
series of pick-and-place thermal handlers are designed to meet the requirements of
manufacturers of microprocessors, graphic processors and other high speed, high power integrated
circuits. The Summit handlers incorporate Delta’s proprietary thermal control technology. The
Summit PTC, or Passive Thermal Control, and ATC, or Active Thermal Control, models dissipate the
heat generated during test enabling the integrated circuit to be tested successfully at its maximum
speed and performance.
The Delta
Pyramid
is the next generation thermal handler providing high throughput / high parallel
test capabilities for microprocessors and graphics processing units. The system is highly
configurable and is capable of adapting to various customer requirements ranging from small netbook
microprocessor testing up to high-end server product testing.
Gravity-Feed
Rasco’s
SO1x00
is a high throughput gravity-feed platform that provides an economical solution for
testing up to 8 devices in parallel. These handlers can be configured for tube-to-tube or metal
magazine input and output, ambient-hot or tri-temperature testing and are easily kit-able for a
wide range of integrated circuit packages.
Rasco’s
SO2x00
is a modular platform that offers a reliable solution for testing small integrated
circuit packages and up to 8 devices in parallel. The base platform can be configured with various
input and output modules: tube, metal magazine, bowl, bulk, tape and reel, and an optional laser
marking unit. These handlers can be configured to ambient-hot or tri-temperature testing.
Test-in-strip
Rasco’s
SO3000
, test-in-strip handler, can process an entire strip at once or index the strip for
single/multiple device testing. The system has tri-temperature capability, accommodates either
stacked or slotted input/output media and can be configured with optional, automated vision
alignment.
Micro
Electro Mechanical Systems (“MEMS”)
Rasco’s
SO7000
MEMS series are modules that generate a physical stimuli for testing of sensor
integrated circuits typically used in the automotive (tire pressure, airbag sensors) and consumer
electronics (tilt, motion and light sensors) industries. The SO7000 modules are stand-alone units
that can be integrated into Delta’s or Rasco’s pick-and-place, test-in-strip, or gravity-feed
handlers.
Burn-in
Delta’s
VTS300
, is an automated burn-in system that supports asynchronous loading and unloading of
devices without system interruption to transform the burn-in process from a traditional
batch-oriented process to a more efficient continuous-flow process.
4
Table of Contents
Thermal Sub-Systems
Delta has developed custom thermal sub-systems that incorporate our proprietary thermal control
technology which are used by integrated circuit manufacturers in high performance burn-in and
system level test. These thermal sub-system products maintain and control the temperature of the
integrated circuit during the testing process.
Spares
Delta and Rasco provide consumable and non-consumable items that are used to maintain, sustain or
otherwise enable purchased equipment to meet or exceed its performance, availability and production
requirements.
Tooling
(kits)
Delta and Rasco design and manufacture a wide range of device dedication kits that enable their
handler products to process different semiconductor packages.
Validation
and Characterization
Delta’s
ETC 2000
is used in engineering and device characterization applications. The ETC 2000
conditions semiconductors to desired test temperature and maintains temperature set point by
efficiently dissipating the heat generated during device test.
Delta’s
ETC 3000
is our next generation engineering and device characterization system. The ETC
3000 features fast and accurate thermal control technology for high precision characterization of
high-power logic devices such as microprocessors and graphics processing units. The ETC 3000 uses
the same thermal control technology as the Pyramid handler.
Sales
by Product Line
In December, 2008 we purchased Rasco, which expanded our product line to include gravity-feed and
test-in-strip semiconductor test handling equipment. During the year ended December 26, 2009,
sales of our semiconductor equipment segment were distributed as follows: semiconductor test
handler systems — 24%; thermal sub-systems and burn-in equipment — 8%; and spares, tooling (kits)
and service — 68%. During the same period semiconductor test handler system sales were comprised
of approximately 76% pick-and-place handlers with the balance attributed to gravity-feed products.
Microwave Communications
BMS develops, manufactures and sells microwave communications equipment, antenna systems and
associated equipment. These products are used in the transmission of video, audio and telemetry.
Applications for these microwave data-links include unmanned aerial vehicles (UAVs), law
enforcement, security and surveillance and electronic news gathering. Customers include government
agencies, law enforcement and public safety organizations, unmanned air vehicle program
contractors, television broadcasters, entertainment companies, professional sports teams and other
commercial entities.
Video Cameras
The Electronics Division has developed, manufactured and sold closed circuit video or CCTV cameras,
equipment and systems for over 50 years. The customer base for these products is distributed among
traffic control and management, scientific imaging, security/surveillance and machine vision. The
product line consists of a wide selection of video cameras and related products, specializing in
video solutions for security, surveillance and traffic monitoring. Its products are
high-performance, high-resolution cameras that meet the most demanding performance requirements and
are resistant to harsh environments. To support its camera products, the Electronics Division also
offers accessories including monitors, lenses and camera test equipment.
5
Table of Contents
Customers
Semiconductor
Equipment
Our customers include semiconductor manufacturers and subcontractors that perform test services for
semiconductor manufacturers. Repeat sales to existing customers represent a significant portion of
our sales. We rely on a limited number of customers for a substantial percentage of our net sales.
During the last three years, two customers from our semiconductor equipment segment have comprised
10% or greater of our consolidated net sales as follows:
| 2009 | 2008 | 2007 | ||||||||||
|
Intel
|
30 | % | 30 | % | 27 | % | ||||||
|
Advanced Micro Devices
|
11 | % | 15 | % | 28 | % | ||||||
The loss of, or a significant reduction in, orders by these or other significant customers,
including reductions due to market, economic or competitive conditions or the outsourcing of final
integrated circuit test to subcontractors that are not our customers would adversely affect our
financial condition and results of operations and as a result, we believe that our customer
concentration is a significant business risk.
Microwave
Communications
Our customer base for microwave communications equipment is diverse and includes government
agencies, law enforcement and public safety organizations, unmanned air vehicle program
contractors, television broadcasters, entertainment companies, professional sports teams and other
commercial entities throughout the world. No single customer of this segment accounted for 10% or
more of our consolidated net sales in 2009, 2008 or 2007.
Video
Cameras
Our customer base in the video camera industry segment is also diverse and includes end-users,
government agencies, original equipment manufacturers, contractors and value-added resellers. No
single customer of this segment accounted for 10% or more of our consolidated net sales in 2009,
2008 or 2007.
Sales and Marketing
We market our products worldwide through a combination of a direct sales force and independent
sales representatives. In geographic areas where we believe there is sufficient sales potential,
we generally employ our own personnel. The U.S. sales office for our semiconductor equipment
businesses is located at Delta’s Poway, California facility. In 1993, a foreign subsidiary was
formed in Singapore to handle the sales and service of our test handling products to customers
located in Southeast Asia. In 1995, a branch of the Singapore sales and service subsidiary was
opened in Taipei, Taiwan. As a result of our acquisition of Rasco in December 2008 we have a
direct sales force in Europe. Sales in Japan and Korea are made primarily through independent
sales representatives.
Competition
Semiconductor
Equipment
The semiconductor equipment industry is intensely competitive and is characterized by rapid
technological change and demanding worldwide service requirements. Significant competitive factors
include product performance, price, reliability, customer support and installed base of products.
While we are a leading worldwide supplier of semiconductor test handling equipment, we face
substantial competition and there are a large number of competitors for a relatively small
worldwide market. The Japanese and Korean markets for test handling equipment are large and
represent a significant percentage of the worldwide market. During each of the last three years
our sales to Japanese and Korean customers, who have historically purchased test handling equipment
from Asian suppliers, have represented less than 10% of our total sales. Some of our current and
potential competitors have substantially greater financial, engineering, manufacturing and customer
support capabilities and offer more extensive product offerings than Cohu. To remain competitive
we believe we will require significant financial resources to offer a broad range of products,
maintain customer support and service centers worldwide and to invest in research and development
of new products. Failure to introduce new products in a timely manner or the introduction by
competitors of products with actual or perceived advantages could result in a loss of competitive
position and reduced sales of existing products. No assurance can be given that we will continue
to compete successfully in the U.S. or throughout the world.
6
Table of Contents
Microwave
Communications and Video Camera
Our products in the microwave communications and video camera segments are sold in highly
competitive markets throughout the world, where competition is on the basis of price, product
performance and integration with customer requirements, service, product quality and reliability.
Many of our competitors are divisions or segments of large, diversified companies with
substantially greater financial, engineering, marketing, manufacturing and customer support
capabilities than Cohu. No assurance can be given that we will continue to compete successfully in
these market segments.
Backlog
Our backlog of unfilled orders for products, by segment, at December 26, 2009 and December 27,
2008, was as follows:
| (in millions) | 2009 | 2008 | ||||||
|
Semiconductor equipment
|
$ | 59.9 | $ | 19.7 | ||||
|
Microwave communications
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15.4 | 21.9 | ||||||
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Video cameras
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3.8 | 5.0 | ||||||
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Total consolidated backlog
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$ | 79.1 | $ | 46.6 | ||||
|
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||||||||
Backlog is generally expected to be shipped within the next twelve months. Our backlog at any
point in time may not be representative of actual sales in any future period due to the possibility
of customer changes in delivery schedules, cancellation of orders, potential delays in product
shipments, difficulties in obtaining parts from suppliers, failure to satisfy customer acceptance
requirements and the inability to recognize revenue under accounting requirements. Furthermore,
many orders are subject to cancellation or rescheduling by the customer with limited or no penalty.
A reduction in backlog during any particular period could have a material adverse effect on our
business, financial condition and results of operations. There is no significant seasonal aspect
to our business.
Manufacturing and Raw Materials
Our manufacturing operations are currently located in Poway, California (BMS, Delta and Electronics
Division); Tijuana, B.C. Mexico (Delta); Laguna, the Philippines (Delta); Kolbermoor, Germany
(Rasco); and Kemel, Germany (BMS). Our microwave communications and video camera businesses
perform internal assembly, final integration and test. Rasco relies on contract manufacturers for
sub-assemblies while performing final integration and test in their Kolbermoor facility and Delta
is in the process of transitioning its internal handler manufacturing model to an outsourced model
utilizing contract manufacturers. We expect outsourcing to improve our ability to manage costs in
a cyclical market, reduce inventory costs and exposure, improve our responsiveness to customer
demand and improve gross margin.
Many of the components and subassemblies we utilize are standard products, although certain items
are made to our specifications. Certain components, particularly in our semiconductor equipment
businesses, are obtained or are available from a limited number of suppliers. We seek to reduce
our dependence on sole and limited source suppliers, however in some cases the complete or partial
loss of certain of these sources could have a material adverse effect on our operations while we
attempt to locate and qualify replacement suppliers.
Patents and Trademarks
Our proprietary technology is protected by various intellectual property laws including patents,
licenses, trademarks, copyrights and trade secrets. In addition, we believe that, due to the rapid
pace of technological change in the semiconductor equipment industry and our other business
segments, the successful manufacture and sale of our products also depend upon our experience,
technological know-how, manufacturing and marketing skills and speed of response to sales
opportunities. In the absence of patent protection, we would be vulnerable to competitors who
attempt to copy or imitate our products or processes. We believe our intellectual property has
value and we have in the past and will in the future take actions we deem appropriate to protect
such property from misappropriation. However, there can be no assurance such actions will provide
meaningful protection from competition. Protecting our intellectual property rights or defending
against claims brought by other holders of such rights, either directly against us or against
customers we have agreed to indemnify, would likely be expensive and time consuming and could have
a material adverse effect on our operations.
7
Table of Contents
Research and Development
Certain of the markets in which we compete, particularly the semiconductor equipment industry, are
characterized by rapid technological change. Research and development activities are carried on in
our various subsidiaries and division and are directed toward development of new products and
equipment, as well as enhancements to existing products and equipment. Our total research and
development expense was $32.0 million in 2009, $38.1 million in 2008 and $38.3 million in 2007.
We work closely with our customers to make improvements to our existing products and in the
development of new products. We expect to continue to invest heavily in research and development
and must manage product transitions successfully as introductions of new products could adversely
impact sales of existing products.
Environmental Laws
Our business is subject to numerous federal, state, local and international environmental laws. On
occasion, we have been notified by local authorities of instances of noncompliance with local
and/or state environmental laws. We believe we are in compliance with applicable federal, state,
local and international regulations. Compliance with foreign, federal, state and local laws which
have been enacted or adopted regulating the discharge of materials into the environment or
otherwise relating to the protection of the environment and the prevention of climate change have
not had a material effect and is not expected to have a material effect upon the capital
expenditures, results of operations or our competitive position. However, future changes in
regulations may require expenditures that could adversely impact earnings in future years.
Executive Officers of the Registrant
The following sets forth the names, ages, positions and offices held by all executive officers of
Cohu as of February 12, 2010. Executive Officers serve at the discretion of the Board of
Directors, until their successors are appointed.
| Name | Age | Position | ||||
|
Cohu:
|
||||||
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James A. Donahue
|
61 | President and Chief Executive Officer | ||||
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Jeffrey D. Jones
|
48 | Vice President, Finance and Chief Financial Officer | ||||
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Cohu wholly owned subsidiaries:
|
||||||
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James G. McFarlane
|
59 | Senior Vice President — Delta Design | ||||
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Roger J. Hopkins
|
60 | Vice President, Sales and Service Delta — Rasco | ||||
|
James P. Walsh
|
40 | Vice President, Manufacturing — Delta Design | ||||
Mr. Donahue has been employed by Delta Design since 1978 and has been President of Delta Design
since May, 1983. In October, 1999, Mr. Donahue was named to the position of President and Chief
Operating Officer of Cohu and was appointed to Cohu’s Board of Directors. In June, 2000, Mr.
Donahue was promoted to Chief Executive Officer.
Mr. Jones joined Delta Design in 2005 as Vice President Finance. In November, 2007, Mr. Jones was
named to the position of Vice President, Finance and Chief Financial Officer of Cohu. Prior to
joining Delta Design, Mr. Jones, was a consultant from 2004 to June, 2005 and Vice President and
General Manager of the Systems Group at SBS Technologies, Inc., a designer and manufacturer of
embedded computer products, from 1998 to 2003.
Mr. McFarlane has been employed by Delta Design since 1989. He was Director of Engineering from
1992 to 1998 and was promoted to Vice President of Engineering in 1998. In 2000, Mr. McFarlane was
promoted to Senior Vice President.
Mr. Hopkins has been employed by Delta Design since April 2008 as Vice President, Sales and
Service. Prior to joining Delta, from January, 2003 until April, 2008 Mr. Hopkins was the Asian
and Western Regional Manager at Aetrium, Incorporated, a supplier of semiconductor test handlers
and reliability test systems. Additionally, Mr. Hopkins worked as Delta’s Director of Sales from
April, 2001 until December, 2002.
Mr. Walsh has been employed by Delta Design since 2004. In October, 2007, Mr. Walsh was promoted
to Vice President, Manufacturing. Prior to joining Delta Design, Mr. Walsh was a consultant from
2003 to June, 2004,
and held various positions at Asymtek (a subsidiary of Nordson Corporation) a maker of automated
dispensing equipment for the semiconductor industry from 1994 to 2003.
8
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Employees
At December 26, 2009, we had approximately 1,000 employees. Our employee headcount has fluctuated
in the last five years primarily due to the volatile business conditions in the semiconductor
equipment industry. None of our employees are covered by collective bargaining agreements. We
believe that a great part of our future success will depend on our continued ability to attract and
retain qualified employees. Competition for the services of certain personnel, particularly those
with technical skills, is intense. There can be no assurance that we will be able to attract,
hire, assimilate and retain a sufficient number of qualified employees.
Available Information
Our web site address is
www.cohu.com
. We make available free of charge, on or through our
web site, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form
8-K, and all amendments to those reports, as soon as reasonably practicable after such material is
electronically filed with the Securities and Exchange Commission. Our Code of Business Conduct and
Ethics and other documents related to our corporate governance is also posted on our web site at
www.cohu.com/investors/corporategovernance
. Information contained on our web site is not deemed
part of this report.
Set forth below and elsewhere in this report on Form 10-K and in other documents we file with the
SEC, are risks and uncertainties that could cause actual results to differ materially from the
results expressed or implied by the forward-looking statements contained in this Annual Report.
Before deciding to purchase, hold or sell our common stock, you should carefully consider the risks
described below in addition to the other cautionary statements and risks described elsewhere, and
the other information contained, in this Annual Report on Form 10-K. The risks and uncertainties
described below are not the only ones we face. Additional risks and uncertainties not presently
known to us or that we currently deem immaterial may also affect our business. If any of these
known or unknown risks or uncertainties actually occurs with material adverse effects on Cohu, our
business, financial condition and results of operations could be seriously harmed. The trading
price of our common stock could decline due to any of these risks, and you may lose all or part of
your investment.
The
semiconductor industry we serve is highly volatile and
unpredictable.
Visibility into our markets is limited. Our operating results are substantially dependent on our
semiconductor equipment business. This capital equipment business is in turn highly dependent on
the overall strength of the semiconductor industry. Historically, the semiconductor industry has
been highly cyclical with recurring periods of oversupply and excess capacity, which often have had
a significant effect on the semiconductor industry’s demand for capital equipment, including
equipment of the type we manufacture and market. We anticipate that the markets for newer
generations of semiconductors and semiconductor equipment may also be subject to similar cycles and
severe downturns. Any significant reductions in capital equipment investment by semiconductor
manufacturers and semiconductor test subcontractors will materially and adversely affect our
business, financial position and results of operations. In addition, the volatile and
unpredictable nature of semiconductor equipment demand has in the past and may in the future expose
us to significant excess and obsolete and lower of cost or market inventory write-offs and reserve
requirements. In 2009, 2008, and 2007, we recorded pre-tax inventory-related charges of
approximately $4.4 million, $6.2 million, and $4.6 million, respectively, primarily as a result of
changes in customer forecasts.
The semiconductor equipment industry in general and the test handler market in particular, is
highly competitive.
The semiconductor test handler industry is intensely competitive and we face substantial
competition from numerous companies throughout the world. The test handler industry, while
relatively small in terms of worldwide market size compared to other segments of the semiconductor
equipment industry, has an inordinately large number of participants resulting in intense
competitive pricing pressures. Future competition may include companies that do not currently
supply test handlers. Some of our competitors have substantially greater financial, engineering,
manufacturing and customer support capabilities and provide more extensive product offerings. In
addition, there are emerging semiconductor equipment companies that provide or may provide
innovative technology incorporated in products that may compete successfully against our products.
We expect our competitors to continue to improve the design and performance of their current
products and introduce new
products with improved performance capabilities. Our failure to introduce new products in a timely
manner, the introduction by our competitors of products with perceived or actual advantages, or
disputes over rights to use certain intellectual property or technology could result in a loss of
our competitive position and reduced sales of, or margins on our existing products. We believe
that competitive conditions in the semiconductor test handler market have intensified over the last
several years. This intense competition has adversely impacted our product average selling prices
and gross margins on certain products. If we are unable to reduce the cost of our existing
products and successfully introduce new lower cost products we expect these competitive conditions
to negatively impact our gross margin and operating results in the foreseeable future.
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Semiconductor equipment is subject to rapid technological change, product introductions and
transitions may result in inventory write-offs and our new product development involves numerous
risks and uncertainties.
Semiconductor equipment and processes are subject to rapid technological change. We believe that
our future success will depend in part on our ability to enhance existing products and develop new
products with improved performance capabilities. We expect to continue to invest heavily in
research and development and must manage product transitions successfully, as introductions of new
products, including the products obtained in our acquisitions, may adversely impact sales and/or
margins of existing products. In addition, the introduction of new products by us or by our
competitors, the concentration of our revenues in a limited number of large customers, the
migration to new semiconductor testing methodologies and the custom nature of our inventory parts
increases the risk that our established products and related inventory may become obsolete,
resulting in significant excess and obsolete inventory exposure. This increased exposure resulted
in significant charges to operations during each of the years in the three-year period ended
December 26, 2009. Future inventory write-offs and increased inventory reserve requirements could
have a material adverse impact on our results of operations and financial condition.
The design, development, commercial introduction and manufacture of new semiconductor equipment is
an inherently complex process that involves a number of risks and uncertainties. These risks
include potential problems in meeting customer acceptance and performance requirements, integration
of the equipment with other suppliers’ equipment and the customers’ manufacturing processes,
transitioning from product development to volume manufacturing and the ability of the equipment to
satisfy the semiconductor industry’s constantly evolving needs and achieve commercial acceptance at
prices that produce satisfactory profit margins. The design and development of new semiconductor
equipment is heavily influenced by changes in integrated circuit assembly, test and final
manufacturing processes and integrated circuit package design changes. We believe that the rate of
change in such processes and integrated circuit packages is accelerating. As a result of these
changes and other factors, assessing the market potential and commercial viability of handling and
burn-in test equipment is extremely difficult and subject to a great deal of risk. In addition,
not all integrated circuit manufacturers employ the same manufacturing processes. Differences in
such processes make it difficult to design standard test products that are capable of achieving
broad market acceptance. As a result, we might not accurately assess the semiconductor industry’s
future equipment requirements and fail to design and develop products that meet such requirements
and achieve market acceptance. Failure to accurately assess customer requirements and market
trends for new semiconductor test products may have a material adverse impact on our operations,
financial condition and results of operations.
The transition from product development to the manufacture of new semiconductor equipment is a
difficult process and delays in product introductions and problems in manufacturing such equipment
are common. We have in the past and may in the future experience difficulties in manufacturing and
volume production of our new equipment. In addition, as is common with semiconductor equipment,
our after sale support and warranty costs have typically been significantly higher with new
products than with our established products. Future technologies, processes and product
developments may render our current or future product offerings obsolete and we might not be able
to develop, introduce and successfully manufacture new products or make enhancements to our
existing products in a timely manner to satisfy customer requirements or achieve market acceptance.
Furthermore, we might not realize acceptable profit margins on such products.
Global economic conditions may have an impact on our business and financial condition in ways that
we currently cannot predict.
Our operations and financial results depend on worldwide economic conditions and their impact on
levels of business spending, which have deteriorated significantly in many countries and regions
and may remain depressed for the foreseeable future. Continued uncertainties may reduce future
sales of our products and services. While
we believe we have a strong customer base and have experienced strong collections in the past, if
the current market conditions deteriorate, we may experience increased collection times and greater
write-offs, either of which could have a material adverse effect on our cash flow.
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In addition, the tightening of credit markets and concerns regarding the availability of credit may
make it more difficult for our customers to raise capital, whether debt or equity, to finance their
purchases of capital equipment, including the products we sell. Delays in our customers’ ability
to obtain such financing, or the unavailability of such financing, would adversely affect our
product sales and revenues and therefore harm our business and operating results. We cannot
predict the timing, duration of or effect on our business of the economic slowdown or the timing or
strength of a subsequent recovery.
A
limited number of customers account for a substantial percentage of
our net sales.
A small number of customers historically have been responsible for a significant portion of our net
sales. In the year ended December 26, 2009, two customers of the semiconductor equipment segment
accounted for 41% (45% in 2008, and 55% in 2007) of our net sales. During the past five years, the
percentage of our sales derived from each of these and other significant customers has varied
greatly. Such variations are due to changes in the customers’ business and their purchase of
products from our competitors. It is common in the semiconductor test handler industry for
customers to purchase equipment from more than one equipment supplier, increasing the risk that our
competitive position with a specific customer may deteriorate. No assurance can be given that we
will continue to maintain our competitive position with these or other significant customers.
Furthermore, we expect the percentage of our revenues derived from significant customers will vary
greatly in future periods. The loss of, or a significant reduction in, orders by these or other
significant customers as a result of competitive products, market conditions, outsourcing final
semiconductor test to test subcontractors that are not our customers or other factors, would have a
material adverse impact on our business, financial condition and results of operations.
Furthermore, the concentration of our revenues in a limited number of large customers is likely to
cause significant fluctuations in our future annual and quarterly operating results.
We
do not participate in the DRAM test handler market.
Pick-and-place handlers used in DRAM applications account for a significant portion of the
worldwide test handler market. We do not participate in the DRAM market segment; therefore our
total available sales market is limited.
If we cannot continue to develop, manufacture and market products and services that meet customer
requirements for innovation and quality, our revenue and gross margin
may suffer.
The process of developing new high technology products and services and enhancing existing products
and services is complex, costly and uncertain, and any failure by us to anticipate customers’
changing needs and emerging technological trends accurately could significantly harm our market
share and results of operations. In addition, in the course of conducting our business, we must
adequately address quality issues associated with our products and services, including defects in
our engineering, design and manufacturing processes, as well as defects in third-party components
included in our products. In order to address quality issues, we work extensively with our
customers and suppliers and engage in product testing to determine the cause of quality problems
and to determine appropriate solutions. Finding solutions to quality issues can be expensive and
may result in additional warranty, replacement and other costs, adversely affecting our profits.
In addition, quality issues can impair our relationships with new or existing customers and
adversely affect our reputation, which could lead to a material adverse effect on our operating
results.
The cyclical nature of the semiconductor equipment industry places enormous demands on our
employees, operations and infrastructure.
The semiconductor equipment industry is characterized by dramatic and sometimes volatile changes in
demand for its products. Changes in product demand result from a number of factors including the
semiconductor industry’s continually changing and unpredictable capacity requirements and changes
in integrated circuit design and packaging. Sudden changes in demand for semiconductor equipment
have a significant impact on our operations. Typically, we reduce and increase our workforce,
particularly in manufacturing, based on customer demand for our products. These changes in
workforce levels place enormous demands on our employees, operations and infrastructure since newly
hired personnel rarely possess the expertise and level of experience of current employees.
Additionally, these transitions divert management time and attention from other activities and
adversely impact employee morale. We have in the past and may in the future experience
difficulties, particularly in manufacturing,
in training and recruiting the large number of additions to our workforce. The volatility in
headcount and business levels, combined with the cyclical nature of the semiconductor industry, may
require that we invest substantial amounts in new operational and financial systems, procedures and
controls. We may not be able to successfully adjust our systems, facilities and production
capacity to meet our customers’ changing requirements. The inability to meet such requirements
will have an adverse impact on our business, financial position and results of operations.
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The
loss of key personnel could adversely impact our
business.
Certain key personnel are critical to our business. Our future operating results depend
substantially upon the continued service of our key personnel, many of whom are not bound by
employment or non-competition agreements. Our future operating results also depend in significant
part upon our ability to attract and retain qualified management, manufacturing, technical,
engineering, marketing, sales and support personnel. Competition for qualified personnel,
particularly those with technical skills, is intense, and we cannot ensure success in attracting or
retaining qualified personnel. In addition, the cost of living in the San Diego, California area,
where the majority of our personnel are located, is very high and we have had difficulty in
recruiting prospective employees from other locations. There may be only a limited number of
persons with the requisite skills and relevant industry experience to serve in these positions and
it may become increasingly difficult for us to hire personnel over time. Our business, financial
condition and results of operations could be materially adversely affected by the loss of any of
our key employees, by the failure of any key employee to perform in his or her current position, or
by our inability to attract and retain skilled employees.
Compliance
with regulations may impact sales to foreign customers.
Certain products and services that we offer require compliance with United States export and other
regulations. Compliance with complex U.S. laws and regulations that apply to our international
sales activities increases our cost of doing business in international jurisdictions and could
expose us or our employees to fines and penalties. These laws and regulations include import and
export requirements, the U.S. State Department International Traffic in Arms Regulations (ITAR) and
U.S. laws such as the Foreign Corrupt Practices Act (FCPA), and local laws prohibiting corrupt
payments to governmental officials. Violations of these laws and regulations could result in
fines, criminal sanctions against us, our officers or our employees, prohibitions on the conduct of
our business and damage to our reputation. Although we have implemented policies and procedures
designed to ensure compliance with these laws, there can be no assurance that our employees,
contractors or agents will not violate our policies, or that our policies will be effective in
preventing all potential violations. Any such violations could include prohibitions on our ability
to offer our products and services to one or more countries, and could also materially damage our
reputation, our brand, our international expansion efforts, our ability to attract and retain
employees, our business and our operating results. Further, defending against claims of violations
of these laws and regulations, even if we are successful, could be time-consuming, result in costly
litigation, divert management’s attention and resources and cause us to incur significant expenses.
We
are exposed to the risks of operating a global business.
We are a global corporation with offices and subsidiaries in certain foreign locations to support
our sales and services to the global semiconductor industry and, as such, we face risks in doing
business abroad that we do not face domestically. Certain aspects inherent in transacting business
internationally could negatively impact our operating results, including:
| • | costs and difficulties in staffing and managing international operations; |
| • | unexpected changes in regulatory requirements; |
| • | difficulties in enforcing contractual and intellectual property rights; |
| • | longer payment cycles; |
| • | local political and economic conditions; |
| • | potentially adverse tax consequences, including restrictions on repatriating earnings and the threat of “double taxation”; and |
| • | fluctuations in currency exchange rates, which can affect demand and increase our costs. |
Additionally, managing geographically dispersed operations presents difficult challenges associated
with organizational alignment and infrastructure, communications and information technology,
inventory control, customer relationship management, terrorist threats and related security matters
and cultural diversities. If we are unsuccessful in managing such operations effectively, our
business and results of operations will be adversely affected.
We utilize contract manufacturers and changes to those relationships, expected or unexpected, may
result in delays or disruptions that could cause us to lose revenue and damage our customer
relationships.
Our reliance on contract manufacturers gives us less control over the manufacturing process and
exposes us to significant risks, including limited control over capacity, late delivery, quality
and costs. In addition, it is time consuming and costly to qualify and implement additional
contract manufacturer relationships. Therefore, if we should fail to effectively manage our
contract manufacturer relationships or if one or more of them should experience delays, disruptions
or quality control problems, or if we had to change or add additional contract manufacturers or
contract manufacturing sites, our ability to ship products to our customers could be delayed. Also,
the addition of manufacturing locations or contract manufacturers may increase the complexity of
our supply chain management. We cannot be certain that existing or future contract manufacturers
will be able to manufacture our products on a timely and cost-effective basis, or to our quality
and performance specifications. If our contract manufacturers are unable to meet our manufacturing
requirements in a timely manner, our ability to ship products and to realize the related revenues
when anticipated could be materially affected.
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Failure of critical suppliers to deliver sufficient quantities of parts in a timely and
cost-effective manner could adversely impact our
operations.
We use numerous vendors to supply parts, components and subassemblies for the manufacture of our
products. It is not always possible to maintain multiple qualified suppliers for all of our parts,
components and subassemblies. As a result, certain key parts may be available only from a single
supplier or a limited number of suppliers. In addition, suppliers may cease manufacturing certain
components that are difficult to replace without significant reengineering of our products. On
occasion, we have experienced problems in obtaining adequate and reliable quantities of various
parts and components from certain key suppliers. Our results of operations may be materially and
adversely impacted if we do not receive sufficient parts to meet our requirements in a timely and
cost effective manner.
We
are exposed to risks associated with acquisitions and
investments.
We have made, and may in the future make, acquisitions of, or significant investments in,
businesses with complementary products, services and/or technologies. Acquisitions and investments
involve numerous risks, including, but not limited to:
| • | difficulties and increased costs in connection with integration of the personnel, operations, technologies and products of acquired businesses; |
| • | diversion of management’s attention from other operational matters; |
| • | the potential loss of key employees of acquired businesses; |
| • | lack of synergy, or the inability to realize expected synergies, resulting from the acquisition; |
| • | failure to commercialize purchased technology; and |
| • | the impairment of acquired intangible assets and goodwill that could result in significant charges to operating results in future periods. |
Mergers, acquisitions and investments are inherently risky and the inability to effectively manage
these risks could materially and adversely affect our business, financial condition and results of
operations. At December 26, 2009 we had goodwill and net purchased intangible assets balances of
$61.8 million and $35.5 million, respectively.
Third parties may violate our proprietary rights or accuse us of infringing upon their proprietary
rights.
We rely on patent, copyright, trademark and trade secret laws to establish and maintain proprietary
rights in our technology and products. Any of our proprietary rights may expire due to patent
life, or be challenged, invalidated or circumvented. In addition, from time to time, we receive
notices from third parties regarding patent or copyright claims. Any such claims, with or without
merit, could be time-consuming to defend, result in costly litigation, divert management’s
attention and resources and cause us to incur significant expenses. In the event of a successful
claim of infringement against us and our failure or inability to license the infringed technology
or to substitute similar non-infringing technology, our business, financial condition and results
of operations could be adversely affected.
A majority of our revenues are generated from exports to foreign countries, primarily in Asia, that
are subject to economic and political instability and we compete against a number of Asian test
handling equipment suppliers.
The majority of our export sales are made to destinations in Asia. Political or economic
instability, particularly in Asia, may adversely impact the demand for capital equipment, including
equipment of the type we manufacture and market. In addition, we face intense competition from a
number of Asian suppliers that have certain advantages over U.S. suppliers, including us. These
advantages include, among other things, proximity to customers, favorable tariffs and affiliation
with significantly larger organizations. In addition, changes in the amount or price of
semiconductors produced in Asia could impact the profitability or capital equipment spending
programs of our foreign and domestic customers.
The
occurrence of natural disasters in Asia may adversely impact our
operations and sales.
Our Asian sales and service headquarters is located in Singapore and the majority of our sales are
made to destinations in Asia. In addition, we have an operation in the Philippines that fabricates
certain component parts used in our products. These regions are known for being vulnerable to
natural disasters and other risks, such as earthquakes, tsunamis, floods and fires, which at times
have disrupted the local economies. A significant earthquake, tsunami or other geological event
could materially affect our operating results. We are not insured for most losses and business
interruptions of this kind, and do not presently have redundant, multiple site capacity in the
event of a natural disaster. In the event of such disaster, our business would suffer.
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Our financial and operating results may vary and may fall below analysts’ estimates, which may
cause the price of our common stock to decline.
Our operating results may fluctuate from quarter to quarter due to a variety of factors including,
but not limited to:
| • | timing and amount of orders from customers and shipments to customers; |
| • | inability to recognize revenue due to accounting requirements; |
| • | inventory writedowns; |
| • | inability to deliver solutions as expected by our customers; and |
| • | intangible and deferred tax asset writedowns. |
Due to these factors or other unanticipated events, quarter-to-quarter comparisons of our operating
results may not be reliable indicators of our future performance. In addition, from time to time
our quarterly financial results may fall below the expectations of the securities and industry
analysts who publish reports on our company or of investors in general. This could cause the
market price of our stock to decline, perhaps significantly.
We
have experienced significant volatility in our stock
price.
A variety of factors may cause the price of our stock to be volatile. In recent years, the stock
market in general, and the market for shares of high-technology companies in particular, including
ours, have experienced extreme price fluctuations, which have often been unrelated to the operating
performance of affected companies. During the last three years the price of our common stock has
ranged from $7.00 to $23.70. The price of our stock may be more volatile than the stock of other
companies due to, among other factors, the unpredictable and cyclical nature of the semiconductor
industry, our significant customer concentration, intense competition in the test handler industry,
our limited backlog making earnings predictability difficult and our relatively low daily stock
trading volume. The market price of our common stock is likely to continue to fluctuate
significantly in the future, including fluctuations related and unrelated to our performance.
None.
14
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Certain information concerning our principal properties at December 26, 2009, identified by
business segment is set forth below:
| Approximate | ||||||||
| Location | Sq. Footage | Ownership | ||||||
|
Poway, California (1) (2) (3) (4)
|
338,000 | Owned | ||||||
|
Kolbermoor, Germany (1)
|
40,000 | Owned | ||||||
|
Calamba City, Laguna, Philippines (1)
|
37,000 | Leased | ||||||
|
Singapore (1)
|
24,000 | Leased | ||||||
|
Chandler, Arizona (1)
|
10,000 | Owned | ||||||
|
Heidenrod — Kemel, Germany (3)
|
5,000 | Leased | ||||||
| (1) | Semiconductor equipment | |
| (2) | Video cameras | |
| (3) | Microwave Communications | |
| (4) | Cohu Corporate offices |
In addition to the locations listed above, we lease other properties primarily for sales and
service offices in various locations. We believe our facilities are suitable for their respective
uses and are adequate for our present needs.
We previously disclosed that in May 2007 BMS received a subpoena from a grand jury seated in the
Southern District of California, requesting the production of certain documents related to BMS’
export of microwave communications equipment. BMS completed production of documents responsive to
the request in September 2007 and has fully cooperated. We also disclosed that on April 30, 2009,
BMS received a letter from the U. S. Department of State requesting that BMS provide certain
information related to their review of this matter. Based upon their review of the information
provided, the U.S. Department of State informed us, during the third quarter of 2009, that they
believed BMS did not obtain the required licenses for the export of certain products and services.
The U. S. Department of State requested that BMS apply for commodity jurisdiction rulings to
determine if certain products are subject to export controls, obtain export licenses as required
and engage an independent third party to conduct an export compliance audit. On January 15, 2010,
BMS provided the U.S. Department of State with the results of the export compliance audit and an
update on the status of export licenses and commodity jurisdiction rulings. On January 20, 2010,
BMS received notification from the U.S. Department of State that they were closing the case without
taking action to impose a civil penalty, while reserving the right to reopen the case if it is
later determined that circumstances warrant the initiation of administrative proceedings.
In addition to the above matter, from time-to-time we are involved in various legal proceedings,
examinations by various tax authorities and claims that have arisen in the ordinary course of our
businesses. Although the outcome of such legal proceedings, claims and examinations cannot be
predicted with certainty, we do not believe any such matters exist at this time that will have a
material adverse effect on our financial position or results of our operations.
None.
15
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(a) Market Information
Cohu, Inc. stock is traded on the NASDAQ Global Select Market under the symbol “COHU”. The
following table sets forth the high and low sales prices as reported on the NASDAQ Global Select
Market during the last two years.
| Fiscal 2009 | Fiscal 2008 | |||||||||||||||
| High | Low | High | Low | |||||||||||||
|
First Quarter
|
$ | 12.37 | $ | 7.05 | $ | 20.52 | $ | 13.27 | ||||||||
|
Second Quarter
|
$ | 10.48 | $ | 7.00 | $ | 18.90 | $ | 16.13 | ||||||||
|
Third Quarter
|
$ | 13.94 | $ | 8.22 | $ | 19.10 | $ | 14.31 | ||||||||
|
Fourth Quarter
|
$ | 14.19 | $ | 10.80 | $ | 16.65 | $ | 9.13 | ||||||||
Holders
At February 10, 2010, Cohu had 676 stockholders of record.
Dividends
We have paid consecutive quarterly dividends since 1977 and expect to continue doing so. Cash
dividends, per share, declared in 2009 and 2008 were as follows:
| Fiscal 2009 | Fiscal 2008 | |||||||
|
First quarter
|
$ | 0.06 | $ | 0.06 | ||||
|
Second quarter
|
$ | 0.06 | $ | 0.06 | ||||
|
Third quarter
|
$ | 0.06 | $ | 0.06 | ||||
|
Fourth quarter
|
$ | 0.06 | $ | 0.06 | ||||
|
|
||||||||
|
Total
|
$ | 0.24 | $ | 0.24 | ||||
|
|
||||||||
We intend to continue to pay quarterly dividends subject to capital availability and
periodic determinations by our Board of Directors that cash dividends are in the best interests of
our stockholders. Our dividend policy may be affected by, among other items, our views on
potential future capital requirements, including those related to research and development,
investments and acquisitions, legal risks and stock repurchases.
Equity Compensation Plan Information
The following table summarizes information with respect to equity awards under Cohu’s equity
compensation plans at December 26, 2009
(in thousands, except per share amounts)
:
| Number of securities | ||||||||||||
| Number of securities | Weighted average | available for future | ||||||||||
| to be issued upon | exercise price of | issuance under equity | ||||||||||
| exercise of outstanding | outstanding options, | compensation plans | ||||||||||
| options, warrants and | warrants and rights | (excluding securities | ||||||||||
| Plan category | rights (a) (1) | (b) (2) | reflected in column (a)) (c) | |||||||||
|
Equity compensation plans
approved by security holders
|
3,376 | $ | 12.87 | 2,201 | (3) | |||||||
|
Equity compensation plans not
approved by security holders
|
— | — | — | |||||||||
|
|
3,376 | $ | 12.87 | 2,201 | ||||||||
| (1) | Includes options and restricted stock units (RSUs) outstanding under Cohu’s equity incentive plans, as no stock warrants or other rights were outstanding as of December 26, 2009. | |
| (2) | The weighted average exercise price of outstanding options, warrants and rights does not take RSUs into account as RSUs have a de minimus purchase price. | |
| (3) | Includes 370,339 shares of common stock reserved for future issuance under the Cohu 1997 Employee Stock Purchase Plan. |
For further details regarding Cohu’s equity compensation plans, see Note 4, “Employee
Benefit Plans”, included in Part IV, Item 15(a) of this Form 10-K.
16
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Comparative Stock Performance Graph
The information contained in this Stock Performance Graph section shall not be deemed to be
“soliciting material” or “filed” with the SEC or subject to the liabilities of Section 18 of the
Exchange Act except to the extent that Cohu specifically incorporates it by reference into a
document filed under the Securities Act or the Exchange Act.
The graph below compares the cumulative total stockholder return on the common stock of Cohu for
the last five fiscal years with the cumulative total return on a Peer Group Index and a NASDAQ
Market Index over the same period (assuming the investment of $100 in Cohu’s common stock, Peer
Group Index and NASDAQ Market Index on January 1, 2005 and reinvestment of all dividends). The
Peer Group Index set forth on the Performance Graph is the index for Hemscott, Inc., Industry Group
834 “Semiconductor Equipment/Material”. Industry Group 834 is comprised of approximately 60
publicly-held semiconductor equipment and other related companies. Historical stock price
performance is not necessarily indicative of future stock price performance.
COMPARISON
OF 5-YEAR CUMULATIVE TOTAL RETURN AMONG COHU,
INC., NASDAQ MARKET INDEX, SEMICONDUCTOR EQUIPMENT &
MATERIALS
INC., NASDAQ MARKET INDEX, SEMICONDUCTOR EQUIPMENT &
MATERIALS
| 2004 | 2005 | 2006 | 2007 | 2008 | 2009 | |||||||||||||||||||
|
Cohu, Inc.
|
$ | 100 | $ | 124 | $ | 111 | $ | 86 | $ | 68 | $ | 80 | ||||||||||||
|
NASDAQ Index
|
$ | 100 | $ | 102 | $ | 113 | $ | 125 | $ | 75 | $ | 109 | ||||||||||||
|
Peer Group
|
$ | 100 | $ | 105 | $ | 118 | $ | 113 | $ | 60 | $ | 87 | ||||||||||||
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The following selected financial data should be read in conjunction with Cohu’s Consolidated
Financial Statements and Notes thereto included in Part IV, Item 15(a) and with Management’s
Discussion and Analysis of Financial Condition and Results of Operations, included in Part II, Item
7. In December, 2008, we purchased Rasco. The results of Rasco’s operations have been included in
our consolidated financial statements since that date. In March, 2007, we purchased Tandberg
Television AVS GmbH (“AVS”). The results of AVS’ operations have been included in our consolidated
financial statements since that date. In May 2006, we sold substantially all the
assets of FRL, Incorporated (“FRL”), which comprised our metal detection equipment segment. As a
result of the divestiture of FRL, we are reporting FRL as a discontinued operation for all periods
presented. In March, 2006, we purchased certain intellectual property, fixed assets, inventory and
a customer contract of Unisys’ Unigen operation (“Unigen”). The results of Unigen’s operations
have been included in our consolidated financial statements since that date.
| Years Ended, | Dec. 26 | Dec. 27 | Dec. 29 | Dec. 30 | Dec. 31 | |||||||||||||||
| (in thousands, except per share data) | 2009 | 2008 | 2007 | 2006 | 2005 | |||||||||||||||
|
Consolidated Statement of Operations Data:
|
||||||||||||||||||||
|
Net sales
|
$ | 171,261 | $ | 199,659 | $ | 241,389 | $ | 270,106 | $ | 231,382 | ||||||||||
|
|
||||||||||||||||||||
|
Income
(loss) from continuing operations
(1)
|
$ | (28,168 | ) | $ | (5,443 | ) | $ | 8,021 | $ | 18,626 | $ | 34,255 | ||||||||
|
|
||||||||||||||||||||
|
Net income (loss)
(1)
|
$ | (28,168 | ) | $ | (5,443 | ) | $ | 7,978 | $ | 17,681 | $ | 33,974 | ||||||||
|
|
||||||||||||||||||||
|
Income (loss) from continuing operations per
common share — basic
|
$ | (1.20 | ) | $ | (0.23 | ) | $ | 0.35 | $ | 0.82 | $ | 1.56 | ||||||||
|
|
||||||||||||||||||||
|
Income (loss) from continuing operations per
common share — diluted
|
$ | (1.20 | ) | $ | (0.23 | ) | $ | 0.34 | $ | 0.81 | $ | 1.51 | ||||||||
|
|
||||||||||||||||||||
|
Net income (loss) per common share — basic
|
$ | (1.20 | ) | $ | (0.23 | ) | $ | 0.35 | $ | 0.78 | $ | 1.55 | ||||||||
|
|
||||||||||||||||||||
|
Net income (loss) per common share — diluted
|
$ | (1.20 | ) | $ | (0.23 | ) | $ | 0.34 | $ | 0.77 | $ | 1.50 | ||||||||
|
|
||||||||||||||||||||
|
Cash dividends per share, paid quarterly
|
$ | 0.24 | $ | 0.24 | $ | 0.24 | $ | 0.24 | $ | 0.22 | ||||||||||
|
|
||||||||||||||||||||
|
Consolidated Balance Sheet Data:
|
||||||||||||||||||||
|
Total consolidated assets
|
$ | 330,118 | $ | 344,169 | $ | 340,379 | $ | 326,339 | $ | 306,977 | ||||||||||
|
Working Capital
|
$ | 139,597 | $ | 155,589 | $ | 234,345 | $ | 225,520 | $ | 206,295 | ||||||||||
| (1) | On January 1, 2006, we began to measure and recognize all share-based compensation based on the fair value method. Total share-based compensation recorded in the years ended December 26, 2009, December 27, 2008, December 29, 2007 and December 30, 2006 was approximately $3.4 million, $3.9 million, $4.1 million and $3.6 million, respectively. No share-based compensation expense was recorded in the year ended December 31, 2005. The year ended December 26, 2009 includes a charge of $19.6 million for an increase in the valuation allowance against our deferred tax assets. The year ended December 27, 2008 includes a charge for excess inventory of $5.5 million at Delta and a charge of $2.6 million for acquired in-process research and development from the acquisition of Rasco. |
18
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OVERVIEW
Cohu operates in three business segments. Our primary business is the development, manufacture,
sale and servicing of test handling and burn-in related equipment and thermal sub-systems for the
global semiconductor industry through our wholly-owned subsidiaries, Delta Design, Inc. and Rasco
GmbH. This business is significantly dependent on capital expenditures by semiconductor
manufacturers and test subcontractors, which in turn is dependent on the current and anticipated
market demand for semiconductors that is subject to cyclical trends. We expect that the
semiconductor equipment industry will continue to be cyclical and volatile in part because consumer
electronics, the principal end market for integrated circuits, is a highly dynamic industry and
demand is difficult to accurately predict. Our other businesses produce mobile microwave
communications equipment (Broadcast Microwave Services, Inc.) and video cameras and accessories
(Cohu Electronics Division).
Like other suppliers of test and assembly (“backend”) semiconductor equipment, our primary business
has been severely impacted by the global recession and the dramatic decrease in consumer and
business confidence that has resulted in lower sales of electronic products and sharply reduced
demand for semiconductors and semiconductor equipment. Orders for backend semiconductor equipment
were weak throughout the first three quarters of 2008 and declined further in the fourth quarter of
2008 and the first quarter of 2009, as the worldwide decline in semiconductor sales created
significant idle production capacity at integrated device manufacturers (IDMs) and test
subcontractors. During 2009, orders for device kits, spares and equipment upgrades, while lower
than in 2008, were not as severely impacted as test handler systems, in part because semiconductor
manufacturers frequently adjust production in response to highly dynamic demand from their
customers, particularly for consumer electronics applications.
During the last three quarters of 2009 we saw improvement in semiconductor equipment orders.
According to the global trade organization, Semiconductor Equipment and Materials International
(SEMI), orders for backend semiconductor equipment bottomed out in February 2009 and then increased
for nine consecutive months before leveling-off in December. The recent trend is positive but
orders remain well below the last peak levels of 2006.
Operating results in our semiconductor equipment business during the fourth quarter of 2009 were
in-line with our expectations and benefitted from the improving conditions in the semiconductor
equipment industry. The order momentum that began in the third quarter of 2009 continued to build
through the fourth quarter as orders increased 25% sequentially and were broad based across many
products, customers and geographies. The increasing order demand has been accompanied by requests
for short delivery lead times as customers that have resisted adding capacity during the recession
struggle to keep pace with delivery requirements to their customers. As a result, we are under
pressure to accelerate our deliveries and have ramped production of new products in our California
factory. Our plan to transfer production of certain handlers to Asia-based contract manufacturers
will continue, however, we are increasing production of certain products in California beyond our
original plan in order to meet the delivery requirements of our customers.
Inventory exposure is common in the semiconductor equipment industry due to the narrow customer
base, the custom nature of the products we provide and the shortened product life cycles that are
caused by rapid changes in semiconductor manufacturing technology. Our operating results in the
last three years have been impacted by charges to cost of sales related to excess, obsolete and
lower of cost or market inventory issues. These charges totaled approximately $15.2 million during
the three-year period ended December 26, 2009 and were primarily the result of decreases or
frequent changes in customer forecasts and, to a lesser extent, changes in our sales product mix.
Our non-semiconductor equipment businesses comprised approximately 22% of our consolidated revenues
during the last three years (30% for the year ended December 26, 2009). Our microwave
communications business develops, manufactures and sells microwave communications equipment,
antenna systems and associated equipment. These products are used in the transmission of video,
audio and telemetry. Applications for these microwave data-links include unmanned aerial vehicles
(“UAVs”), public safety, security, surveillance and electronic news gathering. Customers for these
products are government agencies, public safety organizations, UAV program contractors, television
broadcasters and other commercial entities. During 2009 our microwave communications business
achieved record operating income as a result of higher sales volume and improved gross margins
realized primarily through product redesign programs initiated in 2008 to reduce the cost of
certain systems.
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Our video camera business was profitable during 2009 as a result of higher gross margin and the
implementation of cost reduction measures. This business provides a wide selection of video
cameras and related products, specializing in video solutions for security, surveillance and
traffic monitoring. Customers for these products are distributed among security, surveillance,
traffic control/management, scientific imaging and machine vision.
Our management team uses several performance metrics to manage our businesses. These metrics
mainly focus on near-term forecasts due to the short-term nature of our backlog and include
(i) orders and backlog for the most recently completed quarter and the forecast for the next
quarter; (ii) inventory levels and related excess exposures typically based on the forecast for the
next twelve months; (iii) gross margin and other operating expense trends; (iv) cash flow;
(v) industry data and trends noted in various publicly available sources; and (vi) competitive
factors and information. Due to the short-term nature of our order backlog that historically has
represented about three months of business and the inherent volatility of the semiconductor
equipment business, our past performance is frequently not indicative of future near term operating
results or cash flows.
Application of Critical Accounting Estimates and Policies
Our discussion and analysis of our financial condition and results of operations are based upon our
consolidated financial statements, which have been prepared in accordance with accounting
principles generally accepted in the United States of America. The preparation of these financial
statements requires us to make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.
We base our estimates on historical experience, forecasts and on various other assumptions that are
believed to be reasonable under the circumstances, however actual results may differ from those
estimates under different assumptions or conditions. The methods, estimates and judgments we use
in applying our accounting policies have a significant impact on the results we report in our
financial statements. Some of our accounting policies require us to make difficult and subjective
judgments, often as a result of the need to make estimates of matters that are inherently
uncertain. Our most critical accounting estimates that we believe are the most important to an
investor’s understanding of our financial results and condition and require complex management
judgment include:
| • | revenue recognition, including the deferral of revenue on sales to customers, which impacts our results of operations; | ||
| • | estimation of valuation allowances and accrued liabilities, specifically product warranty, inventory reserves and allowance for bad debts, which impact gross margin or operating expenses; | ||
| • | the recognition and measurement of current and deferred income tax assets and liabilities, unrecognized tax benefits and the valuation allowance on deferred tax assets, which impact our tax provision; | ||
| • | the assessment of recoverability of long-lived assets including goodwill and other intangible assets, which primarily impacts gross margin or operating expenses if we are required to record impairments of assets or accelerate their depreciation; and | ||
| • | the valuation and recognition of share-based compensation, which impacts gross margin, research and development expense, and selling, general and administrative expense. |
Below, we discuss these policies further, as well as the estimates and judgments involved. We also
have other policies that we consider key accounting policies; however, these policies typically do
not require us to make estimates or judgments that are difficult or subjective.
Revenue Recognition:
We generally recognize revenue upon shipment and title passage for established
products (i.e., those that have previously satisfied customer acceptance requirements) that provide
for full payment tied to shipment. Revenue for products that have not previously satisfied
customer acceptance requirements or from sales where customer payment dates are not determinable is
recognized upon customer acceptance. For arrangements containing multiple elements, the revenue
relating to the undelivered elements is deferred at estimated fair value until delivery of the
deferred elements.
Accounts Receivable:
We maintain an allowance for bad debts for estimated losses resulting from the
inability of our customers to make required payments. If the financial condition of our customers
deteriorates, resulting in an impairment of their ability to make payments, additional allowances
may be required.
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Table of Contents
Warranty:
We provide for the estimated costs of product warranties in the period sales are
recognized. Our warranty obligation estimates are affected by historical product shipment levels,
product performance and material and labor costs incurred in correcting product performance
problems. Should product performance, material usage or labor repair costs differ from our
estimates, revisions to the estimated warranty liability would be required.
Inventory:
The valuation of inventory requires us to estimate obsolete or excess inventory as well
as inventory that is not of saleable quality. The determination of obsolete or excess inventory
requires us to estimate the future demand for our products. The demand forecast is a direct input
in the development of our short-term manufacturing plans. We record valuation reserves on our
inventory for estimated excess and obsolete inventory and lower of cost or market concerns equal to
the difference between the cost of inventory and the estimated market value based upon assumptions
about future product demand, market conditions and product selling prices. If future product
demand, market conditions or product selling prices are less than those projected by management or
if continued modifications to products are required to meet specifications or other customer
requirements, increases to inventory reserves may be required which would have a negative impact on
our gross margin.
Income Taxes:
We estimate our liability for income taxes based on the various jurisdictions where
we conduct business. This requires us to estimate our (i) current taxes; (ii) temporary
differences that result from differing treatment of certain items for tax and accounting purposes
and (iii) unrecognized tax benefits. Temporary differences result in deferred tax assets and
liabilities that are reflected in the consolidated balance sheet. The deferred tax assets are
reduced by a valuation allowance if, based upon all available evidence, it is more likely than not
that some or all of the deferred tax assets will not be realized. Establishing, reducing or
increasing a valuation allowance in an accounting period generally results in an increase or
decrease in tax expense in the statement of operations. We must make significant judgments to
determine the provision for income taxes, deferred tax assets and liabilities, unrecognized tax
benefits and any valuation allowance to be recorded against deferred tax assets. Our gross
deferred tax asset balance as of December 26, 2009 was approximately $30.0 million, with a
valuation allowance of approximately $24.9 million. Our deferred tax assets consist primarily of
reserves and accruals that are not yet deductible for tax and tax credit and net operating loss
carryforwards.
Goodwill, Purchased Intangible Assets and Other Long-lived Assets:
We evaluate goodwill for
impairment annually and when an event occurs or circumstances change that indicate that the
carrying value may not be recoverable. We test goodwill for impairment by first comparing the book
value of net assets to the fair value of the reporting units. If the fair value is determined to
be less than the book value, a second step is performed to compute the amount of impairment as the
difference between the estimated fair value of goodwill and the carrying value. We estimated the
fair values of our reporting units primarily using the income approach valuation methodology that
includes the discounted cash flow method, taking into consideration the market approach and certain
market multiples as a validation of the values derived using the discounted cash flow methodology.
Forecasts of future cash flows are based on our best estimate of future net sales and operating
expenses, based primarily on customer forecasts, industry trade organization data and general
economic conditions. We conduct our annual impairment test as of October 1 of each year, and have
determined there to be no impairment. There were no events or circumstances from the date of our
assessment through December 26, 2009 that would impact this conclusion. In a future period, should
an event occur that leads us to determine that an interim goodwill impairment review is required,
the facts and estimates utilized at that time may differ resulting in an impairment charge which
could have a significant negative impact on our operating results.
Long-lived assets, other than goodwill, are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of the assets might not be recoverable. Conditions
that would necessitate an impairment assessment include a significant decline in the observable
market value of an asset, a significant change in the extent or manner in which an asset is used,
or any other significant adverse change that would indicate that the carrying amount of an asset or
group of assets may not be recoverable. For long-lived assets, impairment losses are only recorded
if the asset’s carrying amount is not recoverable through its undiscounted, probability-weighted
future cash flows. We measure the impairment loss based on the difference between the carrying
amount and estimated fair value.
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Contingencies:
We are subject to certain contingencies that arise in the ordinary course of our
businesses which require us to assess the likelihood that future events will confirm the existence
of a loss or an impairment of an asset. If a loss or asset impairment is probable and the amount
of the loss or impairment is reasonably estimable, we accrue a charge to operations in the period
such conditions become known.
Share-based Compensation:
Share-based compensation expense related to stock options is recorded
based on the fair value of the award on its grant date which we estimate using the Black-Scholes
valuation model. Share-based compensation expense related to restricted stock unit awards is
calculated based on the market price of our common stock on the grant date, reduced by the present
value of dividends expected to be paid on our common stock prior to vesting of the restricted stock
unit.
Recent Accounting Pronouncements
For a description of accounting changes and recent accounting pronouncements, including the
expected dates of adoption and estimated effects, if any, on our consolidated financial statements,
see Note 1, “Recent Accounting Pronouncements” in Part IV, Item 15(a) of this Form 10-K.
RESULTS OF OPERATIONS
The following table summarizes certain operating data from continuing operations as a percentage of
net sales in each of the last three years.
| 2009 | 2008 | 2007 | ||||||||||
|
Net sales
|
100.0 | % | 100.0 | % | 100.0 | % | ||||||
|
Cost of sales
|
(69.4 | ) | (67.5 | ) | (67.4 | ) | ||||||
|
|
||||||||||||
|
Gross margin
|
30.6 | 32.5 | 32.6 | |||||||||
|
Research and development
|
(18.7 | ) | (19.1 | ) | (15.9 | ) | ||||||
|
Selling, general and administrative
|
(20.7 | ) | (18.3 | ) | (15.0 | ) | ||||||
|
Acquired in-process research and development
|
— | (1.3 | ) | — | ||||||||
|
|
||||||||||||
|
Income (loss) from operations
|
(8.8 | )% | (6.2 | )% | 1.7 | % | ||||||
|
|
||||||||||||
In December 2008, we purchased Rasco. The results of Rasco’s operations have been included in our
consolidated financial statements since that date. The portion of the purchase price allocated to
in-process research and development (“IPR&D”) was expensed immediately upon the closing of the
acquisition and therefore, $2.6 million related to IPR&D was included as an operating expense in
our results of operations for the year ended December 27, 2008.
2009 Compared to 2008
Net Sales
During 2009, our consolidated net sales were approximately $171.3 million, a decrease of 14.2% from
the prior year. Sales of semiconductor equipment decreased 21.1% to $120.0 million and accounted
for 70.1% of consolidated net sales in 2009 versus 76.2% in 2008. Sales recorded by our
semiconductor equipment segment during 2009 include twelve months of sales activity for Rasco.
Total semiconductor equipment sales generated by Rasco, during 2009, were approximately
$18.5 million. As noted in the “Overview” above, worldwide demand for semiconductors was
dramatically reduced due to the global recession resulting in significant idle capacity for
semiconductor manufacturers and lower demand for semiconductor equipment which impacted our sales
in 2009. During the second half of 2009 demand increased for semiconductor test handlers, device
kits, spares, equipment upgrades and repairs, as our customers adjusted their production to respond
to increased demand from their customers.
Sales of microwave communications equipment accounted for approximately $34.1 million or 19.9% of
consolidated net sales in 2009, an increase of 16.7% when compared to 2008. The increase in sales
during 2009 was primarily a result of increased product shipments to unmanned air vehicle program
contractors and international customers within the public safety sector. Additionally, 2009 sales
included the recognition of approximately $4.6 million in revenue previously deferred in accordance
with our revenue recognition policy.
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Table of Contents
Sales of video cameras accounted for 10.0% of consolidated net sales in 2009 and decreased
$1.1 million or 6.2% when compared 2008. The decreased sales in 2009 were a result of delayed
funding for certain state and local government projects as a result of the economic recession.
Additionally, video camera sales in 2008 benefitted from the recognition of $0.5 million in
deferred revenue upon the receipt of customer acceptance on a contract with a government
subcontractor.
Gross Margin
Gross margin consists of net sales less cost of sales. Cost of sales consists primarily of the cost
of materials, assembly and test labor, and overhead from operations. Our gross margin can fluctuate
due to a number of factors, including, but not limited to, the mix of products sold, product
support costs, inventory reserve adjustments, and utilization of manufacturing capacity. Our gross
margin, as a percentage of net sales, decreased to 30.6% in 2009 from 32.5% in 2008 as a result of
lower sales volume in our semiconductor equipment segment and increased costs from the initial
production of next generation handler products in our California plant. During 2008 our gross
margin was favorably impacted by approximately $4.5 million when we sold certain inventory for a
semiconductor burn-in system that had been previously reserved due to a decline in customer
forecasts.
Our gross margin has been impacted by charges to cost of sales related to excess, obsolete and
lower of cost or market inventory issues. We compute the majority of our excess and obsolete
inventory reserve requirements using a one-year inventory usage forecast. During 2009 and 2008, we
recorded net charges to cost of sales of approximately $4.4 million and $6.2 million, respectively,
for excess and obsolete inventory. While we believe our reserves for excess and obsolete inventory
and lower of cost or market concerns are adequate to cover known exposures at December 26, 2009,
reductions in customer forecasts or continued modifications to products, as a result of our failure
to meet specifications or other customer requirements, may result in additional charges to
operations that could negatively impact our gross margin in future periods. Conversely, if our
actual inventory usage is greater than our forecasted usage, our gross margin in future periods may
be favorably impacted.
Research and Development Expense (“R&D Expense”)
R&D expense consists primarily of salaries and related costs of employees engaged in ongoing
research, product design and development activities, costs of engineering materials and supplies,
and professional consulting expenses. R&D expense in 2009 includes twelve months of costs for
Rasco. During 2009 R&D expense as a percentage of net sales was 18.7% compared to 19.1% in 2008,
decreasing from $38.1 million in 2008 to $32.0 million in 2009. During 2009, R&D spending was
reduced by approximately $10.1 million primarily within our semiconductor equipment business
through cost control measures. Additionally, as our new pick-in-place test handler systems began
to make the transition into production we incurred lower labor and material costs associated with
product development. These reductions were partially offset by $4.0 million in incremental R&D
expense that resulted from the acquisition of Rasco.
Selling, General and Administrative Expense (“SG&A Expense)
SG&A expense consists primarily of salaries and benefit costs of employees, commission expense for
independent sales representatives, product promotion and costs of professional services. SG&A
expense in 2009 includes twelve months of costs for Rasco. SG&A expense as a percentage of net
sales increased to 20.7% in 2009, from 18.3% in 2008 yet decreased, in absolute dollars, to
$35.5 million in 2009 from $36.6 million in 2008. During 2009 SG&A spending, across all our
segments was reduced by approximately $6.6 million primarily as a result of lower business volume
and through cost control measures implemented in response to the global economic crisis which
included head count and pay reductions and suspension of the matching contribution to our 401(k)
plan. These reductions were partially offset by $5.5 million in incremental SG&A expense resulting
from the acquisition of Rasco.
Interest and other, net
Interest and other, net was approximately $1.3 million and $5.5 million in 2009 and 2008,
respectively. Our interest income was lower in 2009 due to a decrease in our cash and investment
balances as a result of the Rasco acquisition which occurred in December, 2008 and lower short-term
interest rates.
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Table of Contents
Income Taxes
The provision (benefit) for income taxes expressed as a percentage of pre-tax income was 104.2% in
2009 and (20.2)% in 2008. The provision for income taxes for the year ended December 26, 2009
differs from the U.S. federal statutory rate primarily due to an increase in the valuation
allowance on our deferred tax assets.
Companies are required to assess whether a valuation allowance should be recorded against their
deferred tax assets (“DTAs”) based on the consideration of all available evidence, using a “more
likely than not” realization standard. The four sources of taxable income that must be considered
in determining whether DTAs will be realized are, (1) future reversals of existing taxable
temporary differences (i.e. offset of gross deferred tax assets against gross deferred tax
liabilities); (2) taxable income in prior carryback years, if carryback is permitted under the tax
law; (3) tax planning strategies and (4) future taxable income exclusive of reversing temporary
differences and carryforwards.
In assessing whether a valuation allowance is required, significant weight is to be given to
evidence that can be objectively verified. We have evaluated our DTAs each reporting period,
including an assessment of our cumulative income or loss over the prior three-year period and
future periods, to determine if a valuation allowance was required. A significant negative factor
in our assessment was the possibility that Cohu would be in a three-year historical cumulative loss
as of the end of 2009. This, combined with uncertain near-term market and economic conditions,
reduced our ability to rely on projections of future taxable income in assessing the realization of
our DTAs.
After a review of the four sources of taxable income described above and after considering the
possibility of being in a three-year cumulative loss in the fourth quarter of 2009, with such
cumulative loss confirmed with our fourth quarter 2009 results of operations, we recorded an
increase in our valuation allowance on domestic DTAs, with a corresponding charge to our income tax
provision, of approximately $19.6 million in the second quarter of 2009. Our valuation allowance on
domestic DTAs at December 26, 2009 was approximately $24.9 million. The remaining gross deferred
tax assets for which a valuation allowance was not recorded are realizable through future reversals
of existing taxable temporary differences. As the realization of DTAs is determined by tax
jurisdiction, the significant deferred tax liability recorded as part of the 2008 acquisition of
Rasco, a German corporation, was not a source of taxable income in assessing the realization of our
DTAs in the U.S.
For a full reconciliation of our effective tax rate to the U.S. federal statutory rate and further
explanation of our provision for income taxes, see Note 5, “Income Taxes”, included in Part IV,
Item 15(a) of this Form 10-K, which is incorporated herein by reference.
As a result of the factors set forth above, our net loss was $28.2 million in 2009, compared to a
net loss of $5.4 million in 2008.
2008 Compared to 2007
Net Sales
Our net sales decreased 17% to $199.7 million in 2008, compared to net sales of $241.4 million in
2007. Sales of semiconductor equipment in 2008 decreased 25.1% from the comparable 2007 period and
accounted for 76.2% of consolidated net sales versus 84.1% in 2007. The decrease in sales of
semiconductor equipment was a result of weak conditions in the semiconductor equipment industry,
particularly in the second half of 2008 as overall global economic conditions deteriorated.
Additionally, 2007 sales of our semiconductor equipment business benefitted from the recognition of
approximately $17.4 million in net deferred revenue related to a certain semiconductor equipment
product, on which customer acceptance was obtained in 2007.
Sales of microwave communications equipment accounted for 14.6% of net sales in 2008 and
increased 33.0% when compared to 2007. The increase in sales of our microwave communications
business during 2008 was primarily attributable to demand for our products in surveillance and
military applications and approximately $1.7 million in incremental sales recognized as a result of
our March 30, 2007 acquisition of AVS. Additionally, 2008 sales of our microwave communications
equipment business benefitted from the recognition of approximately $2.5 million in previously
deferred revenue.
Sales of video cameras accounted for 9.2% of net sales in 2008 and increased 12.2% when compared to
the same period of 2007. The primary cause of this increase in sales was a result of demand for
our specialty surveillance camera products and price increases. Additionally, 2008 sales of our
video camera business benefitted from the recognition of approximately $0.5 million in net deferred
revenue.
24
Table of Contents
Gross Margin
Our gross margin, as a percentage of net sales, was 32.5% in 2008 and 32.6% in 2007. In 2006 we
recorded a charge to cost of sales of approximately $4.6 million for excess and obsolete inventory
as a result of a decline in customer forecasts for a semiconductor burn-in product. During 2008 we
sold certain of this inventory and our gross margin was favorably impacted by approximately
$4.5 million.
Our gross margin has been impacted by charges to cost of sales related to excess, obsolete and
lower of cost or market inventory issues and higher warranty costs associated with certain test
handlers. During 2008 and 2007, we recorded charges to cost of sales of approximately $6.2 million
and $4.6 million, respectively, for excess and obsolete inventory.
Research and Development Expense
R&D expense as a percentage of net sales was 19.1% in 2008, compared to 15.9% in 2007, decreasing
from $38.3 million in 2007 to $38.1 million in 2008. Decreased R&D expense in 2008 was primarily a
result of decreased labor and material costs within our semiconductor equipment businesses of
approximately $1.0 million, offset by an additional $0.5 million and $0.3 million of R&D related
costs incurred by our microwave communications and video camera businesses, respectively, resulting
from the increased material costs associated with the design and development of new products and
incremental costs associated with our March 30, 2007 acquisition of AVS.
Selling, General and Administrative Expense
SG&A expense as a percentage of net sales was 18.3% in 2008, compared to 15.0% in 2007, increasing
from $36.2 million in 2007 to $36.6 million in 2008. The increase in SG&A expense in 2008 was
primarily a result of an additional $1.4 million of SG&A related costs incurred by our microwave
communications business resulting primarily from increased sales commissions related to increased
business volume, additional headcount, professional service costs and incremental expense
associated with the March 30, 2007 acquisition of AVS. During 2008 administrative costs within our
corporate organization increased $0.6 million. The increase in costs incurred by our microwave
communications segment and corporate organization were offset by decreased costs within our
semiconductor equipment segment of approximately $1.5 million. The decrease in costs incurred by
our semiconductor equipment business is a result of decreased sales commissions and bad debt
expense as a result of decreased business volume.
Interest Income
Interest income was approximately $5.5 million and $8.4 million in 2008 and 2007, respectively.
The decrease in interest income resulted from lower short-term interest rates and a decrease in our
average cash and cash equivalents and investment balances. Additionally, during 2008 our interest
income was negatively impacted by a loss of approximately $0.4 million recorded on the sale of
short-term investments.
Income Taxes
The provision (benefit) for income taxes expressed as a percentage of pre-tax income was (20.2)% in
2008 and 36.8% in 2007. The benefit for income taxes for the year ended December 27, 2008 differs
from the U.S. federal statutory rate primarily due to state taxes, research and development tax
credits, settlement of prior year tax returns, IPR&D with no tax benefit and changes in the
valuation allowance on deferred tax assets and the liability for unrecognized tax benefits, by the
effects of accounting guidance that does not allow deferred tax benefits to be initially recognized
on compensation expense related to incentive stock options and employee stock purchase plans and
interest expense recorded on unrecognized tax benefits.
Interest expense related to our unrecognized tax benefits in 2008 and 2007 was approximately
$0.1 million and $0.2 million, respectively.
As a result of the factors set forth above, our net loss was $5.4 million in 2008, compared to net
income of $8.0 million in 2007.
25
Table of Contents
LIQUIDITY AND CAPITAL RESOURCES
Our business is dependent on capital expenditures by semiconductor manufacturers and test
subcontractors that are, in turn, dependent on the current and anticipated market demand for
semiconductors. Worldwide demand for semiconductors has been dramatically reduced by the global
recession resulting in significant idle capacity for semiconductor manufacturers and lower demand
for semiconductor equipment. In response to lower demand for our semiconductor equipment, we
implemented cost reduction programs aimed at aligning our ongoing operating costs with our
currently expected revenues over the near term. The cyclical and volatile nature of our industry
makes estimates of future revenues, results of operations and net cash flows difficult.
Our primary historical source of liquidity and capital resources has been cash flow generated by
operations. We use cash to fund growth in our operating assets and to fund new products and product
enhancements primarily through research and development.
Liquidity
Working Capital:
The following summarizes our cash, cash equivalents, short-term investments and
working capital at December 26, 2009 and December 27, 2008:
| Percentage | ||||||||||||||||
| (in thousands) | 2009 | 2008 | Decrease | Change | ||||||||||||
|
Cash, cash equivalents and short-term investments
|
$ | 84,906 | $ | 88,385 | $ | (3,479 | ) | (4) | % | |||||||
|
Working capital
|
$ | 139,597 | $ | 155,589 | $ | (15,992 | ) | (10) | % | |||||||
Cash Flows
Operating Activities:
Cash generated from operating activities consists of net income or loss,
adjusted for non-cash expenses and changes in operating assets and liabilities. Non-cash items
include depreciation and amortization; share-based compensation expense; and deferred income taxes.
Our net cash flows provided from operating activities in 2009 totaled $2.8 million compared to
$7.8 million in 2008. The decrease in cash provided by operating activities was primarily due to
increased losses as a result of the global recession. Our net cash flows provided by operating
activities were also impacted by changes in current assets and liabilities as result of increased
business volume within our semiconductor equipment segment during the fourth quarter of 2009.
Investing Activities:
Investing cash flows consist primarily of cash used for capital expenditures
in support of our businesses, proceeds from investment maturities, and cash used for purchases of
investments and business acquisitions. Our net cash provided from investing activities in 2009
totaled $9.4 million and was primarily the result of $56.5 million in net proceeds from sales and
maturities of short-term investments, offset by $44.6 million in cash used for purchases of
short-term investments. We invest our excess cash, in an attempt to seek the highest available
return while preserving capital, in short-term investments since excess cash is only temporarily
available and may be required for a business-related purpose. Expenditures in 2009 included
purchases of property, plant and equipment of $2.5 million. The purchases of property, plant and
equipment were primarily made to support activities in our semiconductor equipment and microwave
communications business and consisted of equipment used in engineering, manufacturing and related
functions.
Financing Activities:
Cash provided by financing activities consisted of net proceeds from
the issuance of common stock under our equity incentive and employee stock purchase plans, which
totaled $0.7 million during 2009. We issue stock options and maintain an employee stock purchase
plan as components of our overall employee compensation. Cash used in financing activities
consisted of amounts distributed to our stockholders in the form of cash dividends. We declared
and paid dividends totaling $5.6 million, or $0.24 per common share, during 2009. On January 27,
2010, we announced a cash dividend of $0.06 per share on our common stock, payable on, April 23,
2010 to stockholders of record as of March 9, 2010. We intend to continue to pay quarterly
dividends subject to capital availability and periodic determinations by our Board of Directors
that cash dividends are in the best interests of our stockholders.
26
Table of Contents
Capital Resources
We have a secured letter of credit facility (the “Secured Facility”) under which Bank of America,
N.A., has agreed to administer the issuance of letters of credit on behalf of Cohu and our
subsidiaries. The Secured Facility requires us to maintain deposits of cash or other approved
investments, which serve as collateral, in amounts that approximate our outstanding standby letters
of credit. As of December 26, 2009, we had approximately $0.1 million of standby letters of credit
outstanding.
We expect that we will continue to make capital expenditures to support our business and we
anticipate that present working capital will be sufficient to meet our operating requirements for
at least the next twelve months.
Contractual Obligations
The following table summarizes our significant contractual obligations at December 26, 2009, and
the effect such obligations are expected to have on our liquidity and cash flows in future periods.
This table excludes amounts already recorded on our balance sheet as current liabilities at
December 26, 2009. Amounts excluded include our liability for unrecognized tax benefits that
totaled approximately $4.9 million at December 26, 2009. We are currently unable to provide a
reasonably reliable estimate of the amount or periods cash settlement of this liability may occur.
| (in thousands) | 2010 | 2011 | 2012 | 2013 | 2014 | Thereafter | Total | |||||||||||||||||||||
|
Non-cancelable
operating leases
|
$ | 1,010 | $ | 1,039 | $ | 86 | $ | 79 | $ | 79 | $ | — | $ | 2,293 | ||||||||||||||
Commitments to contract manufacturers and suppliers.
From time to time, we enter into commitments
with our suppliers to purchase inventory and contract manufacturers to provide manufacturing
services for our products at fixed prices or in guaranteed quantities. During the normal course of
business, we issue purchase orders with estimates of our requirements several months ahead of the
delivery dates. However, our agreements with these suppliers usually allow us the option to
reschedule or adjust our requirements based on our business needs. Typically purchase orders
outstanding with delivery dates within 30 days are non-cancelable. We are not able to determine the
aggregate amount of such purchase orders that represent contractual obligations, as purchase orders
may represent authorizations to purchase rather than binding agreements. We typically do not have
significant agreements for the purchase of raw materials or other goods specifying minimum
quantities or set prices that exceed our expected requirements for the next six to twelve months.
Off-Balance Sheet Arrangements:
During the ordinary course of business, we provide standby letters
of credit instruments to certain parties as required. As of December 26, 2009, the maximum
potential amount of future payments that we could be required to make under these standby letters
of credit was approximately $0.1 million. No liability has been recorded in connection with these
arrangements beyond those required to appropriately account for the underlying transaction being
guaranteed. Based on historical experience and information currently available, we do not believe
it is probable that any amounts will be required to be paid under these arrangements.
Investment and Interest Rate Risk.
At December 26, 2009, our investment portfolio included short-term, fixed-income investment
securities with a fair value of approximately $46.7 million. These securities are subject to
interest rate risk and will likely decline in value if interest rates increase. Our future
investment income may fall short of expectations due to changes in interest rates or we may suffer
losses in principal if we are forced to sell securities that decline in market value due to changes
in interest rates. As we classify our short-term securities as available-for-sale, no gains or
losses are recognized due to changes in interest rates unless such securities are sold prior to
maturity or declines in fair value are determined to be other-than-temporary. Due to the relatively
short duration of our investment portfolio, an immediate ten percent change in interest rates would
have no material impact on our financial condition or results of operations.
We evaluate our investments periodically for possible other-than-temporary impairment by reviewing
factors such as the length of time and extent to which fair value has been below cost basis, the
financial condition of the issuer and our ability and intent to hold the investment for a period of
time sufficient for anticipated recovery of market value. As of December 26, 2009 we evaluated our
investments with loss positions and determined that these losses were temporary.
27
Table of Contents
Foreign currency exchange risk.
We conduct business on a global basis in a number of major international currencies. As such, we
are exposed to adverse as well as beneficial movements in foreign currency exchange rates. The
majority of our sales are denominated in U.S. dollars except for certain of our revenues that are
denominated in Euros. Certain expenses incurred by our non-U.S. operations, such as employee
payroll and benefits as well as some raw materials purchases and other expenses are denominated and
paid in local currency.
We considered a hypothetical ten percent adverse movement in foreign exchange rates to the
underlying exposures described above and believe that these hypothetical market movements would not
have a material effect on our consolidated financial position, results of operations or cash flows.
The information required by this Item is included in Part IV, Item 15(a).
None.
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures —
Under the
supervision and with the participation of our management, including our principal executive officer
and principal financial officer, we conducted an evaluation of our disclosure controls and
procedures, as such term is defined under Rules 13a-15(e) and 15d-15(e) promulgated under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on this evaluation, our
principal executive officer and our principal financial officer concluded that our disclosure
controls and procedures were effective as of December 26, 2009, the end of the period covered by
this annual report.
Management’s Annual Report on Internal Control Over Financial Reporting —
Our management is
responsible for establishing and maintaining adequate internal control over financial reporting, as
such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with
the participation of our management, including our principal executive officer and principal
financial officer, we conducted an evaluation of the effectiveness of our internal control over
financial reporting based on the framework in
Internal Control — Integrated Framework
issued by the
Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under
the framework in
Internal Control — Integrated Framework
, our management concluded that our
internal control over financial reporting was effective as of December 26, 2009.
Ernst & Young LLP, the independent registered public accounting firm that audited the consolidated
financial statements included in this Annual Report on Form 10-K, has also audited the
effectiveness of our internal control over financial reporting as of December 26, 2009, as stated
in their report which is included herein.
28
Table of Contents
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Cohu, Inc.
We have audited Cohu, Inc.’s internal control over financial reporting as of December 26, 2009,
based on criteria established in Internal Control—Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (the COSO criteria). Cohu, Inc.’s management is
responsible for maintaining effective internal control over financial reporting, and for its
assessment of the effectiveness of internal control over financial reporting included in the
accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our
responsibility is to express an opinion on the company’s internal control over financial reporting
based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, assessing the risk that a material weakness exists, testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk,
and performing such other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. A
company’s internal control over financial reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of management and directors of the company;
and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
In our opinion, Cohu, Inc. maintained, in all material respects, effective internal control over
financial reporting as of December 26, 2009, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the consolidated balance sheets of Cohu, Inc. as of December 26, 2009 and
December 27, 2008, and the related consolidated statements of operations, stockholders’ equity, and
cash flows for each of the three years in the period ended December 26, 2009 of Cohu, Inc. and our
report dated February 23, 2010 expressed an unqualified opinion thereon.
| /s/ ERNST & YOUNG LLP | ||||
San Diego, California
February 23, 2010
February 23, 2010
29
Table of Contents
Changes in Internal Control Over Financial Reporting —
There have been no changes in our internal
control over financial reporting that occurred during the fourth quarter of 2009 that have
materially affected, or are reasonably likely to materially affect, our internal control over
financial reporting.
None.
Information regarding Directors and Executive Officers of the Registrant, is hereby incorporated by
reference to the Company’s definitive proxy statement, which will be filed with the Securities and
Exchange Commission (“SEC”) within 120 days after the close of fiscal 2009.
Information regarding Executive Compensation is hereby incorporated by reference to the Company’s
definitive proxy statement, which will be filed with the SEC within 120 days after the close of
fiscal 2009.
Information regarding Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters is hereby incorporated by reference to the Company’s definitive proxy
statement, which will be filed with the SEC within 120 days after the close of fiscal 2009.
Information regarding Certain Relationships and Related Transactions is hereby incorporated by
reference to the Company’s definitive proxy statement, which will be filed with the SEC within 120
days after the close of fiscal 2009.
Information regarding the Principal Accounting Fees and Services is hereby incorporated by
reference to the Company’s definitive proxy statement, which will be filed with the SEC within 120
days after the close of fiscal 2009.
30
Table of Contents
| Item 15. | Exhibits, Financial Statement Schedules. |
| (a) | The following documents are filed as part of, or incorporated by reference into, this Annual Report on Form 10-K. |
| (1) | Financial Statements |
The following Consolidated Financial Statements of Cohu, Inc., including the report
thereon of Ernst & Young LLP, are included in this Annual Report on Form 10-K beginning on
page 32:
| Form 10-K | ||||
| Description | Page Number | |||
| 32 | ||||
|
|
||||
| 33 | ||||
|
|
||||
| 34 | ||||
|
|
||||
| 35 | ||||
|
|
||||
| 37-58 | ||||
|
|
||||
| 59 | ||||
|
|
||||
|
(2) Financial Statement Schedule
|
||||
|
|
||||
| 63 | ||||
All other financial statement schedules have been omitted because the required
information is not applicable or not present in amounts sufficient to require submission of
the schedule, or because the information required is included in the consolidated financial
statements or the notes thereto.
| (3) | Exhibits |
The exhibits listed under Item 15(b) hereof are filed with, or incorporated by
reference into, this Annual Report on Form 10-K.
31
Table of Contents
COHU, INC.
(in thousands, except par value)
| December 26, | December 27, | |||||||
| 2009 | 2008 | |||||||
|
ASSETS
|
||||||||
|
Current assets:
|
||||||||
|
Cash and cash equivalents
|
$ | 38,247 | $ | 30,194 | ||||
|
Short-term investments
|
46,659 | 58,191 | ||||||
|
Accounts receivable, less
allowance for bad debts of $1,013 in 2009 and $1,610 in 2008
|
43,389 | 31,945 | ||||||
|
Inventories:
|
||||||||
|
Raw materials and purchased
parts
|
25,660 | 27,557 | ||||||
|
Work in process
|
16,148 | 14,159 | ||||||
|
Finished goods
|
10,620 | 11,598 | ||||||
|
|
||||||||
|
|
52,428 | 53,314 | ||||||
|
Deferred income taxes
|
3,703 | 16,270 | ||||||
|
Other current assets
|
9,122 | 9,345 | ||||||
|
Current assets of discontinued
operations
|
2 | 5 | ||||||
|
|
||||||||
|
Total current assets
|
193,550 | 199,264 | ||||||
|
Property, plant and equipment, at cost:
|
||||||||
|
Land and land improvements
|
11,938 | 11,824 | ||||||
|
Buildings and building
improvements
|
29,538 | 28,341 | ||||||
|
Machinery and equipment
|
36,875 | 33,522 | ||||||
|
|
||||||||
|
|
78,351 | 73,687 | ||||||
|
Less accumulated depreciation
and amortization
|
(40,345 | ) | (34,258 | ) | ||||
|
|
||||||||
|
Net property, plant and
equipment
|
38,006 | 39,429 | ||||||
|
Deferred income taxes
|
— | 2,307 | ||||||
|
Goodwill
|
61,764 | 60,820 | ||||||
|
Intangible assets, net of accumulated amortization of $11,648
in 2009 and $5,200 in 2008
|
35,483 | 40,993 | ||||||
|
Other assets
|
866 | 887 | ||||||
|
Noncurrent assets of discontinued
operations
|
449 | 469 | ||||||
|
|
||||||||
|
|
$ | 330,118 | $ | 344,169 | ||||
|
|
||||||||
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||
|
Current liabilities:
|
||||||||
|
Accounts payable
|
$ | 22,600 | $ | 11,720 | ||||
|
Accrued compensation and benefits
|
10,715 | 9,867 | ||||||
|
Accrued warranty
|
3,747 | 4,924 | ||||||
|
Customer advances
|
1,046 | 2,636 | ||||||
|
Deferred profit
|
5,322 | 4,434 | ||||||
|
Income taxes payable
|
1,486 | 1,282 | ||||||
|
Other accrued liabilities
|
8,903 | 8,678 | ||||||
|
Current liabilities of
discontinued operations
|
134 | 134 | ||||||
|
|
||||||||
|
Total current liabilities
|
53,953 | 43,675 | ||||||
|
Other accrued liabilities
|
4,725 | 3,499 | ||||||
|
Deferred income taxes
|
14,191 | 11,456 | ||||||
|
Commitments and contingencies
|
||||||||
|
Stockholders’ equity:
|
||||||||
|
Preferred stock, $1 par value; 1,000 shares authorized,
none issued
|
— | — | ||||||
|
Common stock, $1 par value; 60,000 shares authorized,
23,547 shares issued and outstanding in 2009 and 23,344
shares in 2008
|
23,547 | 23,344 | ||||||
|
Paid-in capital
|
64,847 | 61,076 | ||||||
|
Retained earnings
|
160,193 | 193,985 | ||||||
|
Accumulated other comprehensive
income
|
8,662 | 7,134 | ||||||
|
|
||||||||
|
Total stockholders’ equity
|
257,249 | 285,539 | ||||||
|
|
||||||||
|
|
$ | 330,118 | $ | 344,169 | ||||
|
|
||||||||
The accompanying notes are an integral part of these statements.
32
Table of Contents
COHU, INC.
(in thousands, except per share amounts)
| Years ended | ||||||||||||
| December 26, | December 27, | December 29, | ||||||||||
| 2009 | 2008 | 2007 | ||||||||||
|
Net sales
|
$ | 171,261 | $ | 199,659 | $ | 241,389 | ||||||
|
Cost and expenses:
|
||||||||||||
|
Cost of sales
|
118,873 | 134,691 | 162,577 | |||||||||
|
Research and development
|
31,964 | 38,084 | 38,336 | |||||||||
|
Selling, general and administrative
|
35,519 | 36,612 | 36,188 | |||||||||
|
Acquired in-process research and development
|
— | 2,577 | — | |||||||||
|
|
||||||||||||
|
|
186,356 | 211,964 | 237,101 | |||||||||
|
|
||||||||||||
|
Income (loss) from operations
|
(15,095 | ) | (12,305 | ) | 4,288 | |||||||
|
Interest income
|
1,300 | 5,483 | 8,400 | |||||||||
|
|
||||||||||||
|
Income (loss) from continuing operations before income taxes
|
(13,795 | ) | (6,822 | ) | 12,688 | |||||||
|
Income tax provision (benefit)
|
14,373 | (1,379 | ) | 4,667 | ||||||||
|
|
||||||||||||
|
Income (loss) from continuing operations
|
(28,168 | ) | (5,443 | ) | 8,021 | |||||||
|
|
||||||||||||
|
Discontinued operations (Note 12):
|
||||||||||||
|
Loss from discontinued metal detection equipment operation,
before income taxes
|
— | — | (66 | ) | ||||||||
|
Income tax benefit
|
— | — | (23 | ) | ||||||||
|
|
||||||||||||
|
Loss from discontinued operations
|
— | — | (43 | ) | ||||||||
|
|
||||||||||||
|
Net income (loss)
|
$ | (28,168 | ) | $ | (5,443 | ) | $ | 7,978 | ||||
|
|
||||||||||||
|
|
||||||||||||
|
Income (loss) per share:
|
||||||||||||
|
Basic:
|
||||||||||||
|
Income (loss) from continuing operations
|
$ | (1.20 | ) | $ | (0.23 | ) | $ | 0.35 | ||||
|
Loss from discontinued operations
|
— | — | (0.00 | ) | ||||||||
|
|
||||||||||||
|
Net income (loss)
|
$ | (1.20 | ) | $ | (0.23 | ) | $ | 0.35 | ||||
|
|
||||||||||||
|
|
||||||||||||
|
Diluted:
|
||||||||||||
|
Income (loss) from continuing operations
|
$ | (1.20 | ) | $ | (0.23 | ) | $ | 0.34 | ||||
|
Loss from discontinued operations
|
— | — | (0.00 | ) | ||||||||
|
|
||||||||||||
|
Net income (loss)
|
$ | (1.20 | ) | $ | (0.23 | ) | $ | 0.34 | ||||
|
|
||||||||||||
|
Weighted average shares used in computing
income (loss) per share:
|
||||||||||||
|
Basic
|
23,412 | 23,179 | 22,880 | |||||||||
|
Diluted
|
23,412 | 23,179 | 23,270 | |||||||||
The accompanying notes are an integral part of these statements.
33
Table of Contents
COHU, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands, except par value and per share amounts)
(in thousands, except par value and per share amounts)
| Accumulated | ||||||||||||||||||||
| Common | other | |||||||||||||||||||
| stock | Paid-in | Retained | comprehensive | |||||||||||||||||
| $1 par value | capital | earnings | income (loss) | Total | ||||||||||||||||
|
Balance at December 30, 2006
|
$ | 22,700 | $ | 46,825 | $ | 202,477 | $ | (414 | ) | $ | 271,588 | |||||||||
|
Decrease in the liability for unrecognized tax benefits
|
— | — | 42 | — | 42 | |||||||||||||||
|
Components of comprehensive income (loss):
|
||||||||||||||||||||
|
Net income
|
— | — | 7,978 | — | 7,978 | |||||||||||||||
|
Changes in cumulative translation adjustment
|
— | — | — | 700 | 700 | |||||||||||||||
|
Adjustments related to postretirement
benefits, net of income taxes
|
— | — | — | 123 | 123 | |||||||||||||||
|
Changes in unrealized gains and losses on
investments, net of income taxes
|
— | — | — | 77 | 77 | |||||||||||||||
|
|
||||||||||||||||||||
|
Comprehensive income
|
8,878 | |||||||||||||||||||
|
Cash dividends — $0.24 per share
|
— | — | (5,500 | ) | — | (5,500 | ) | |||||||||||||
|
Exercise of stock options
|
222 | 2,953 | — | — | 3,175 | |||||||||||||||
|
Shares issued under employee stock purchase plan
|
83 | 1,170 | — | — | 1,253 | |||||||||||||||
|
Shares issued for restricted stock units vested
|
65 | (65 | ) | — | — | — | ||||||||||||||
|
Repurchase and retirement of stock
|
(25 | ) | (502 | ) | — | — | (527 | ) | ||||||||||||
|
Share-based compensation expense
|
— | 4,078 | — | — | 4,078 | |||||||||||||||
|
Tax benefit from equity awards
|
— | 481 | — | — | 481 | |||||||||||||||
|
Balance at December 29, 2007
|
23,045 | 54,940 | 204,997 | 486 | 283,468 | |||||||||||||||
|
Components of comprehensive income (loss):
|
||||||||||||||||||||
|
Net loss
|
— | — | (5,443 | ) | — | (5,443 | ) | |||||||||||||
|
Changes in cumulative translation adjustment
|
— | — | — | 6,929 | 6,929 | |||||||||||||||
|
Adjustments related to postretirement
benefits, net of income taxes
|
— | — | — | 102 | 102 | |||||||||||||||
|
Changes in unrealized gains and losses on
investments, net of income taxes
|
— | — | — | (383 | ) | (383 | ) | |||||||||||||
|
|
||||||||||||||||||||
|
Comprehensive income
|
1,205 | |||||||||||||||||||
|
Cash dividends — $0.24 per share
|
— | — | (5,569 | ) | — | (5,569 | ) | |||||||||||||
|
Exercise of stock options
|
133 | 1,566 | — | — | 1,699 | |||||||||||||||
|
Shares issued under employee stock purchase plan
|
96 | 1,100 | — | — | 1,196 | |||||||||||||||
|
Shares issued for restricted stock units vested
|
105 | (105 | ) | — | — | — | ||||||||||||||
|
Repurchase and retirement of stock
|
(35 | ) | (461 | ) | — | — | (496 | ) | ||||||||||||
|
Share-based compensation expense
|
— | 3,949 | — | — | 3,949 | |||||||||||||||
|
Tax benefit from equity awards
|
— | 87 | — | — | 87 | |||||||||||||||
|
Balance at December 27, 2008
|
23,344 | 61,076 | 193,985 | 7,134 | 285,539 | |||||||||||||||
|
Components of comprehensive income (loss):
|
||||||||||||||||||||
|
Net loss
|
— | — | (28,168 | ) | — | (28,168 | ) | |||||||||||||
|
Changes in cumulative translation adjustment
|
— | — | — | 1,538 | 1,538 | |||||||||||||||
|
Adjustments related to postretirement
benefits, net of income taxes
|
— | — | — | (444 | ) | (444 | ) | |||||||||||||
|
Changes in unrealized gains and losses on
investments, net of income taxes
|
— | — | — | 434 | 434 | |||||||||||||||
|
|
||||||||||||||||||||
|
Comprehensive loss
|
(26,640 | ) | ||||||||||||||||||
|
Cash dividends — $0.24 per share
|
— | — | (5,624 | ) | — | (5,624 | ) | |||||||||||||
|
Shares issued under employee stock purchase plan
|
136 | 992 | — | — | 1,128 | |||||||||||||||
|
Shares issued for restricted stock units vested
|
102 | (102 | ) | — | — | — | ||||||||||||||
|
Repurchase and retirement of stock
|
(35 | ) | (384 | ) | — | — | (419 | ) | ||||||||||||
|
Share-based compensation expense
|
— | 3,378 | — | — | 3,378 | |||||||||||||||
|
Tax deficiency from equity awards
|
— | (113 | ) | — | — | (113 | ) | |||||||||||||
|
Balance at December 26, 2009
|
$ | 23,547 | $ | 64,847 | $ | 160,193 | $ | 8,662 | $ | 257,249 | ||||||||||
The accompanying notes are an integral part of these statements.
34
Table of Contents
COHU, INC.
(in thousands)
| Years ended | ||||||||||||
| December 26, | December 27, | December 29, | ||||||||||
| 2009 | 2008 | 2007 | ||||||||||
|
Cash flows from continuing operating activities:
|
||||||||||||
|
Net income (loss)
|
$ | (28,168 | ) | $ | (5,443 | ) | $ | 7,978 | ||||
|
Loss from discontinued operations
|
— | — | 43 | |||||||||
|
Adjustments to reconcile net income (loss) to net cash
provided from continuing operating activities:
|
||||||||||||
|
Depreciation and amortization
|
11,029 | 6,943 | 7,439 | |||||||||
|
Share-based compensation expense
|
3,378 | 3,949 | 4,078 | |||||||||
|
Deferred income taxes
|
17,360 | 1,573 | 1,154 | |||||||||
|
Increase in accrued retiree medical benefits
|
348 | 867 | 68 | |||||||||
|
Excess tax benefit from stock options exercised
|
— | (87 | ) | (481 | ) | |||||||
|
Loss on investment write-down
|
79 | 350 | — | |||||||||
|
Acquired in-process research and development
|
— | 2,577 | — | |||||||||
|
Changes in current assets and liabilities, excluding effects
from acquisitions and divestitures:
|
||||||||||||
|
Accounts receivable
|
(11,226 | ) | 20,878 | 4,764 | ||||||||
|
Inventories
|
708 | (7,854 | ) | 6,829 | ||||||||
|
Accounts payable
|
10,757 | (7,021 | ) | 8,638 | ||||||||
|
Other current assets
|
(522 | ) | 616 | 272 | ||||||||
|
Income taxes payable, including excess stock option
exercise benefits
|
(514 | ) | (2,758 | ) | (263 | ) | ||||||
|
Customer advances
|
(1,590 | ) | (725 | ) | 1,086 | |||||||
|
Deferred profit
|
888 | (434 | ) | (4,973 | ) | |||||||
|
Accrued compensation, warranty and other liabilities
|
235 | (5,588 | ) | (2,824 | ) | |||||||
|
|
||||||||||||
|
Net cash provided from continuing operating activities
|
2,762 | 7,843 | 33,808 | |||||||||
|
Cash flows from continuing investing activities, excluding effects
from acquisitions and divestitures:
|
||||||||||||
|
Sales and maturities of short-term investments
|
56,458 | 156,196 | 182,978 | |||||||||
|
Purchases of short-term investments
|
(44,562 | ) | (122,517 | ) | (152,603 | ) | ||||||
|
Purchases of property, plant and equipment
|
(2,507 | ) | (3,870 | ) | (2,400 | ) | ||||||
|
Payment for purchase of Rasco, net of cash received
|
— | (80,823 | ) | — | ||||||||
|
Payment for purchase of AVS, net of cash received
|
— | — | (8,169 | ) | ||||||||
|
Cash advances to discontinued operations, net
|
— | (22 | ) | (147 | ) | |||||||
|
Other assets
|
42 | (80 | ) | (10 | ) | |||||||
|
|
||||||||||||
|
Net cash provided from (used for) continuing investing
activities
|
9,431 | (51,116 | ) | 19,649 | ||||||||
|
Cash flows from continuing financing activities :
|
||||||||||||
|
Issuance of stock, net
|
709 | 2,399 | 3,901 | |||||||||
|
Excess tax benefit from stock options exercised
|
— | 87 | 481 | |||||||||
|
Cash dividends paid
|
(5,610 | ) | (5,554 | ) | (5,478 | ) | ||||||
|
|
||||||||||||
|
Net cash used for continuing financing activities
|
(4,901 | ) | (3,068 | ) | (1,096 | ) | ||||||
|
Effect of exchange rate changes on cash and cash equivalents
|
761 | (746 | ) | 91 | ||||||||
|
|
||||||||||||
|
Net increase (decrease) in cash and cash equivalents from
continuing operations
|
8,053 | (47,087 | ) | 52,452 | ||||||||
|
Cash and cash equivalents of continuing operations at beginning of year
|
30,194 | 77,281 | 24,829 | |||||||||
|
|
||||||||||||
|
Cash and cash equivalents of continuing operations at end of year
|
$ | 38,247 | $ | 30,194 | $ | 77,281 | ||||||
|
|
||||||||||||
The accompanying notes are an integral part of these statements.
35
Table of Contents
COHU, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS — CONTINUED
(in thousands)
(in thousands)
| Years ended | ||||||||||||
| December 26, | December 27, | December 29, | ||||||||||
| 2009 | 2008 | 2007 | ||||||||||
|
Cash flows from discontinued operations:
|
||||||||||||
|
Cash used for operating activities of
discontinued operations
|
$ | — | $ | (22 | ) | $ | (147 | ) | ||||
|
Cash advances from continuing operations, net
|
— | 22 | 147 | |||||||||
|
|
||||||||||||
|
Decrease in cash and cash equivalents from
discontinued operations
|
— | — | — | |||||||||
|
Cash and cash equivalents of discontinued operations at beginning
of year
|
— | — | — | |||||||||
|
|
||||||||||||
|
Cash and cash equivalents of discontinued operations at end of year
|
$ | — | $ | — | $ | — | ||||||
|
|
||||||||||||
|
|
||||||||||||
|
Supplemental disclosure of cash flow information:
|
||||||||||||
|
Cash paid (refunded) during the year for:
|
||||||||||||
|
Income taxes
|
$ | (4,201 | ) | $ | (262 | ) | $ | 3,668 | ||||
|
Inventory capitalized as capital assets
|
$ | 578 | $ | 855 | $ | 1,882 | ||||||
|
Dividends declared but not yet paid
|
$ | 1,410 | $ | 1,398 | $ | 1,383 | ||||||
The accompanying notes are an integral part of these statements.
36
Table of Contents
| 1. | Summary of Significant Accounting Policies | |
| Basis of Presentation — Cohu, Inc. (“Cohu”, “we”, “our” and “us”), through our wholly owned subsidiaries, is a provider of semiconductor test equipment, microwave communication systems and video cameras. Our Consolidated Financial Statements include the accounts of Cohu and our wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates. | ||
| Our fiscal years are based on a 52- or 53-week period ending on the last Saturday in December. Our current fiscal year ended on December 26, 2009 and consisted of 52 weeks. Our fiscal years ended December 27, 2008 and December 29, 2007 also consisted of 52 weeks. | ||
| In preparing the accompanying consolidated financial statements, we have evaluated all subsequent events that occurred after December 26, 2009, for any financial statement accounting or disclosure impact, through February 23, 2010, the date our financial statements were issued. | ||
| Risks and Uncertainties — We are subject to a number of risks and uncertainties that may significantly impact our future operating results. These risks and uncertainties are discussed under Part I, Item 1A. “Risk Factors” included in this Annual Report on Form 10-K. Understanding these risks and uncertainties is integral to the review of our consolidated financial statements. | ||
| Income (Loss) Per Share — Basic income (loss) per common share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the reporting period. Diluted income (loss) per share includes the dilutive effect of common shares potentially issuable upon the exercise of stock options, vesting of outstanding restricted stock units and issuance of stock under our employee stock purchase plan using the treasury stock method. In loss periods, potentially dilutive securities are excluded from the per share computations due to their anti-dilutive effect. For purposes of computing diluted income per share, stock options with exercise prices that exceed the average fair market value of our common stock for the period are excluded. For the year ended December 29, 2007 approximately 684,000 shares of our common stock were excluded from the computation | ||
| The following table reconciles the denominators used in computing basic and diluted income (loss) per share: |
| (in thousands) | 2009 | 2008 | 2007 | |||||||||
|
Weighted average common shares outstanding
|
23,412 | 23,179 | 22,880 | |||||||||
|
Effect of dilutive stock options and restricted stock units
|
— | — | 390 | |||||||||
|
|
||||||||||||
|
|
23,412 | 23,179 | 23,270 | |||||||||
|
|
||||||||||||
| Cash, Cash Equivalents and Short-term Investments — Highly liquid investments with insignificant interest rate risk and original maturities of three months or less are classified as cash and cash equivalents. Cash equivalents are comprised of money market funds, certificates of deposit and corporate debt securities. Investments with maturities greater than three months are classified as short-term investments. All of our short-term investments are classified as available-for-sale and are reported at fair value, with any unrealized gains and losses, net of tax, recorded as a separate component of accumulated other comprehensive income in stockholders’ equity. We manage our cash equivalents and short-term investments as a single portfolio of highly marketable securities. We have the ability and intent, if necessary, to liquidate any of our investments in order to meet the liquidity needs of our current operations during the next 12 months. Accordingly, investments with contractual maturities greater than one year from December 26, 2009 have been classified as current assets in the accompanying consolidated balance sheets. | ||
| Fair Value of Financial Instruments — The carrying amounts of our financial instruments, including cash and cash equivalents, short-term investments, accounts receivable, accounts payable and accrued expenses, approximate fair value due to the short maturities of these financial instruments. |
37
Table of Contents
COHU, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| Concentration of Credit Risk — Financial instruments that potentially subject us to significant credit risk consist principally of cash equivalents, short-term investments and trade accounts receivable. We invest in a variety of financial instruments and, by policy, limit the amount of credit exposure with any one issuer. Our customers include semiconductor manufacturers and semiconductor test subcontractors and other customers located throughout many areas of the world. We perform ongoing credit evaluations of our customers and generally require no collateral. | ||
| Inventories — Inventories are stated at the lower of cost, determined on a current average or first-in, first-out basis, or market. Cost includes labor, material and overhead costs. Determining market value of inventories involves numerous estimates and judgments including projecting average selling prices and sales volumes for future periods and costs to complete and dispose of inventory. As a result of these analyses, we record a charge to cost of sales in advance of the period when the inventory is sold when market values are below our costs. Charges to cost of sales for excess and obsolete inventories aggregated $4.4 million, $6.2 million, and $4.6 million in 2009, 2008 and 2007, respectively. During 2008 we sold certain inventory that was reserved in 2006 and our gross margin was favorably impacted by approximately $4.5 million. | ||
| Property, Plant and Equipment — Depreciation and amortization of property, plant and equipment is calculated principally on the straight-line method based on estimated useful lives of thirty to forty years for buildings, five to fifteen years for building improvements and three to ten years for machinery, equipment and software. | ||
| Goodwill, Purchased Intangible Assets and Other Long-lived Assets — We evaluate goodwill for impairment annually and when an event occurs or circumstances change that indicate that the carrying value may not be recoverable. We test goodwill for impairment by first comparing the book value of net assets to the fair value of the reporting units. If the fair value is determined to be less than the book value, a second step is performed to compute the amount of impairment as the difference between the estimated fair value of goodwill and the carrying value. We estimated the fair values of our reporting units primarily using the income approach valuation methodology that includes the discounted cash flow method, taking into consideration the market approach and certain market multiples as a validation of the values derived using the discounted cash flow methodology. Forecasts of future cash flows are based on our best estimate of future net sales and operating expenses, based primarily on customer forecasts, industry trade organization data and general economic conditions. | ||
| We conduct our annual impairment test as of October 1 of each year, and have determined there to be no impairment for any of the periods presented. There were no events or circumstances from the date of our assessment through December 26, 2009 that would impact this conclusion. | ||
| Long-lived assets, other than goodwill, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or any other significant adverse change that would indicate that the carrying amount of an asset or group of assets may not be recoverable. For long-lived assets, impairment losses are only recorded if the asset’s carrying amount is not recoverable through its undiscounted, probability-weighted future cash flows. We measure the impairment loss based on the difference between the assets carrying amount and estimated fair value. |
38
Table of Contents
COHU, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| Product Warranty — Product warranty costs are accrued in the period sales are recognized. Our products are generally sold with standard warranty periods, which differ by product, ranging from 12- to 36-months . Parts and labor are typically covered under the terms of the warranty agreement. Our warranty expense accruals are based on historical and estimated costs by product and configuration. From time-to-time we offer customers extended warranties beyond the standard warranty period. In those situations the revenue relating to the extended warranty is deferred at its estimated fair value and recognized on a straight-line basis over the contract period. Costs associated with our extended warranty contracts are expensed as incurred. | ||
| Income Taxes — We assess our income tax positions and record tax benefits for all years subject to examination based upon management’s evaluation of the facts, circumstances and information available at the reporting dates. For those tax positions where it is more-likely-than-not that a tax benefit will be sustained, we have recorded the largest amount of tax benefit with a greater than 50 percent likelihood of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where it is not more-likely-than-not that a tax benefit will be sustained, no tax benefit has been recognized in the financial statements. Where applicable, associated interest has also been recognized and recorded, net of federal and state tax benefits, in income tax expense. | ||
| Contingencies and Litigation — We assess the probability of adverse judgments in connection with current and threatened litigation. We would accrue the cost of an adverse judgment if, in our estimation, the adverse outcome is probable and we can reasonably estimate the ultimate cost. | ||
| Revenue Recognition — Our net sales are derived from the sale of products and services and are adjusted for estimated returns and allowances, which historically have been insignificant. We recognize revenue when there is persuasive evidence of an arrangement, title and risk of loss have passed, delivery has occurred or the services have been rendered, the sales price is fixed or determinable and collection of the related receivable is reasonably assured. Title and risk of loss generally pass to our customers upon shipment. In circumstances where either title or risk of loss pass upon destination or acceptance, we defer revenue recognition until such events occur. | ||
| Revenue for established products that have previously satisfied a customer’s acceptance requirements and provide for full payment tied to shipment is generally recognized upon shipment and passage of title. In certain instances, customer payment terms may provide that a minority portion (e.g. 20%) of the equipment purchase price be paid only upon customer acceptance. In those situations, the majority portion (e.g. 80%) of revenue where payment is tied to shipment and the entire product cost of sale are recognized upon shipment and passage of title and the minority portion of the purchase price related to customer acceptance is deferred and recognized upon receipt of customer acceptance. In cases where a prior history of customer acceptance cannot be demonstrated or from sales where customer payment dates are not determinable and in the case of new products, revenue is deferred until customer acceptance has been received. Our post-shipment obligations typically include installation and standard warranties. The estimated fair value of installation related revenue is recognized in the period the installation is performed. Service revenue is recognized ratably over the period of the related contract. Spares and kit revenue is generally recognized upon shipment. | ||
| Certain of our equipment sales are accounted for as multiple-element arrangements. A multiple-element arrangement is a transaction which may involve the delivery or performance of multiple products, services, or rights to use assets, and performance may occur at different points in time or over different periods of time. For arrangements containing multiple elements, the revenue relating to the undelivered elements is deferred at estimated fair value until delivery of the deferred elements. | ||
| On shipments where sales are not recognized, gross profit is generally recorded as deferred profit in our consolidated balance sheet representing the difference between the receivable recorded and the inventory shipped. In certain instances where customer payments are received prior to product shipment, the customer’s payments are recorded as customer advances in our consolidated balance sheet. At December 26, 2009, we had total deferred revenue of approximately $20.2 million and deferred profit of $5.3 million. At December 27, 2008, we had total deferred revenue of approximately $6.7 million and deferred profit of $4.4 million. |
39
Table of Contents
COHU, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| Advertising Costs — Advertising costs are expensed as incurred and were not material for all periods presented. | ||
| Share-based Compensation — We measure and recognize all share-based compensation under the fair value method. Our estimate of share-based compensation expense requires a number of complex and subjective assumptions including our stock price volatility, employee exercise patterns (expected life of the options), future forfeitures and related tax effects. The assumptions used in calculating the fair value of share-based awards represent our best estimates, but these estimates involve inherent uncertainties and the application of management judgment. Although we believe the assumptions and estimates we have made are reasonable and appropriate, changes in assumptions could materially impact our reported financial results. | ||
| Foreign Currency Translation — Assets and liabilities of those subsidiaries that use the U.S. dollar as their functional currency are translated using exchange rates in effect at the end of the period, except for nonmonetary assets, such as inventories and property, plant and equipment, which are translated using historical exchange rates. Revenues and costs are translated using average exchange rates for the period, except for costs related to those balance sheet items that are translated using historical exchange rates. Gains and losses on foreign currency transactions are recognized as incurred. Our subsidiaries located in Germany, designated the Euro as their functional currency and, as a result, their assets and liabilities are translated at the rate of exchange at the balance sheet date, while revenue and expenses are translated using the average exchange rate for the period. Cumulative translation adjustments resulting from the translation of the financial statements are included as a separate component of stockholders’ equity. Foreign currency gains and losses were not significant in any period and are included in the consolidated statements of operations. | ||
| Discontinued Operations — In May 2006, we sold our metal detection equipment business, FRL. Subsequent to the sale, the operating results of FRL are being presented as discontinued operations. | ||
| Recent Accounting Pronouncements | ||
| Recently Adopted Accounting Pronouncements — In June 2009, the Financial Accounting Standards Board (“FASB”) issued new accounting guidance entitled, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles — a replacement of FASB Statement No. 162”, which identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with GAAP. This new guidance is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The adoption of this guidance has changed how we reference various elements of GAAP when preparing our financial statement disclosures, but did not have any impact on our financial position, results of operations or cash flows. | ||
| In May 2009, the FASB issued new accounting guidance on subsequent events. The objective of this guidance is to establish general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. This new accounting guidance was effective for interim and annual periods ending after June 15, 2009. The impact of adopting this new guidance had no effect on the accompanying condensed consolidated financial statements. See “Basis of Presentation” above for the related disclosures. |
40
Table of Contents
COHU, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| In December 2007, the FASB issued new accounting guidance on business combinations which establishes principles and requirements for the reporting entity in a business combination, including recognition and measurement in the financial statements of the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree. This guidance also establishes disclosure requirements to enable financial statement users to evaluate the nature and financial effects of the business combination. These changes are effective on a prospective basis for all business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008, and interim periods within those fiscal years. This guidance was effective for our fiscal year beginning in 2009 and we expect that it will have an impact on our consolidated financial statements, but the nature and magnitude of the specific effects will depend upon the nature, terms and size of the acquisitions we consummate subsequent to our adoption of the new guidance. | ||
| In February 2008, the FASB issued new accounting guidance on fair value measurements and disclosures for nonfinancial assets and nonfinancial liabilities disclosed at fair value in the financial statements on a recurring basis. We applied the provisions of this new guidance to our financial statement disclosures beginning in the first quarter of 2009. See Note 3, “Cash, Cash Equivalents and Short-Term Investments,” for additional information. | ||
| Recently Issued Accounting Standards — In June 2009, the FASB issued new accounting guidance on consolidation of variable interest entities, which include: (1) the elimination of the exemption for qualifying special purpose entities, (2) a new approach for determining who should consolidate a variable-interest entity, and (3) changes to when it is necessary to reassess who should consolidate a variable-interest entity. This new guidance is effective as of the beginning of interim and annual reporting periods that begin after November 15, 2009, which for us would be December 27, 2009, the first day of our 2010 fiscal year and adoption of this new guidance is not expected to have a material impact on our consolidated financial position or results of operations. | ||
| In October 2009, the FASB amended the guidance for allocating revenue to multiple deliverables in a contract. This new guidance is effective as of the first day of our 2011 fiscal year, with early adoption permitted. In accordance with the amendment, companies can allocate consideration in a multiple element arrangement in a manner that better reflects the transaction economics. When vendor specific objective evidence or third party evidence for deliverables in an arrangement cannot be determined, companies will now be allowed to develop a best estimate of the selling price to separate deliverables and allocate arrangement consideration using the relative selling price method. Additionally, use of the residual method has been eliminated. Adoption of this new guidance is not expected to have a material impact on our consolidated financial position or results of operations. | ||
| In October 2009, the FASB issued new accounting guidance for the accounting for certain revenue arrangements that include software elements. The new guidance amends the scope of pre-existing software revenue guidance by removing from the guidance non-software components of tangible products and certain software components of tangible products. The new guidance will be effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, and will be effective for us in the first quarter of fiscal year 2011, however early adoption is permitted. Adoption of this new guidance is not expected to have a material impact on our consolidated financial position or results of operations. |
41
Table of Contents
COHU, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| 2. | Strategic Technology Transactions, Goodwill and Purchased Intangible Assets |
| Rasco | ||
| On December 9, 2008, our wholly owned semiconductor equipment subsidiary, Delta Design, Inc., and certain subsidiaries of Delta acquired all of the outstanding share capital of Rasco GmbH, Rosenheim Automation Systems Corporation, and certain assets of Rasco Automation Asia (collectively “Rasco”). The results of Rasco’s operations have been included in our consolidated financial statements since that date. Rasco, develops, manufactures and sells gravity-feed and strip semiconductor test handlers used in final test operations by semiconductor manufacturers and test subcontractors. | ||
| The purchase price of this acquisition was approximately $81.6 million, and was funded primarily by cash reserves ($80.0 million), other acquisition costs ($1.6 million) and certain liabilities assumed ($18.6 million, which includes approximately $8.2 million of deferred tax liabilities and $3.7 million of contractual obligations to purchase inventory). The acquisition was considered a business and the total cost of the acquisition was allocated to the assets acquired and liabilities assumed based on their estimated respective fair values. The Rasco acquisition resulted in the recognition of goodwill of approximately $41.3 million. The acquisition was nontaxable and certain of the assets acquired, including goodwill and intangibles, will generally not be deductible for tax purposes. The goodwill has been assigned to our semiconductor equipment segment. | ||
| The allocation of purchase price to the acquired assets and assumed liabilities was as follows (in thousands) : |
|
Current assets
|
$ | 14,173 | ||
|
Fixed assets
|
8,375 | |||
|
Other assets
|
636 | |||
|
Intangible assets
|
33,360 | |||
|
In-process research and development (IPR&D)
|
2,400 | |||
|
Goodwill
|
41,336 | |||
|
|
||||
|
Total assets acquired
|
100,280 | |||
|
Liabilities assumed
|
(18,643 | ) | ||
|
|
||||
|
Net assets acquired
|
$ | 81,637 | ||
|
|
||||
| The allocation of the other intangible assets is as follows (in thousands) : |
| Estimated Average | ||||||||
| Description | Fair Value | Remaining Useful Life | ||||||
|
Unpatented complete technology
|
$ | 26,300 | 7 years | |||||
|
Customer relationships
|
4,860 | 7 years | ||||||
|
Trade name
|
2,200 | Indefinite | ||||||
|
|
||||||||
|
|
$ | 33,360 | ||||||
|
|
||||||||
| As required by accounting guidance effective at the time acquisition was completed, the portion of the purchase price allocated to IPR&D was expensed immediately upon the closing of the acquisition. The amount of the IPR&D charge in our results of operations for the year ended December 27, 2008 differs from the amount presented above solely due to the strengthening of the Euro against the U.S. dollar. Fluctuations in the exchange rate of the Euro, the functional currency of Rasco, impact the U.S. dollar value of the goodwill and intangible assets in our consolidated financial statements and, as a result, the future gross carrying value and amortization of the acquired intangible assets may differ from the amounts presented herein. |
42
Table of Contents
COHU, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| Pro Forma Financial Information | ||
| The unaudited financial information in the table below summarizes the combined results of operations of Cohu and Rasco on a pro forma basis, as though the companies had been combined as of the beginning of each of the periods presented. The pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of each of the periods presented. The pro forma financial information for all periods presented also includes adjustments to, amortization charges for acquired intangible assets, adjustments to interest income, and related tax effects. | ||
| The pro forma financial information for the twelve months ended December 27, 2008 combines our results for that period, which include the results of Rasco subsequent to December 9, 2008, the date of acquisition. The pro forma financial information for the twelve months ended December 29, 2007 combines our historical results for that period with the historical results of Rasco. The following table summarizes the unaudited pro forma financial information: |
| Twelve Months Ended | ||||||||||||||||
| December 27, | December 29, | |||||||||||||||
| 2008 | 2007 | |||||||||||||||
| (in thousands, except per share amounts) | As Reported | Pro Forma | As Reported | Pro Forma | ||||||||||||
|
Net sales
|
$ | 199,659 | $ | 242,761 | $ | 241,389 | $ | 287,242 | ||||||||
|
|
||||||||||||||||
|
Net income (loss) from continuing
operations
|
$ | (5,443 | ) | $ | (5,003 | ) | $ | 8,021 | $ | 7,636 | ||||||
|
|
||||||||||||||||
|
Basic net income (loss) per share
from continuing operations
|
$ | (0.23 | ) | $ | (0.22 | ) | $ | 0.35 | $ | 0.33 | ||||||
|
|
||||||||||||||||
|
Diluted net income (loss) per share
from continuing operations
|
$ | (0.23 | ) | $ | (0.22 | ) | $ | 0.34 | $ | 0.33 | ||||||
|
|
||||||||||||||||
| Tandberg Television AVS GmbH | ||
| On March 30, 2007, we purchased Tandberg Television AVS GmbH (“AVS”). The results of AVS’ operations have been included in our consolidated financial statements since that date. AVS develops, manufactures and sells digital microwave transmitters, receivers and communications systems. This acquisition expanded our digital microwave communications solutions, especially in high definition broadcast television and public safety and law enforcement applications. | ||
| The purchase price of this acquisition was approximately $8.2 million, and was funded primarily by our cash reserves ($8.0 million), other acquisition costs ($0.2 million) and certain AVS liabilities assumed ($2.3 million). The acquisition was considered a business and the total cost of the acquisition was allocated to the assets acquired and liabilities assumed based on their estimated respective fair values. The acquisition was nontaxable and certain of the assets acquired, including goodwill and intangibles, will not be deductible for tax purposes. The goodwill was assigned to our microwave communications segment. Pro forma results of operations have not been presented because the effect of the acquisition was not material. |
43
Table of Contents
COHU, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| The allocation of purchase price to the acquired assets and assumed liabilities was as follows (in thousands) : |
|
Current assets
|
$ | 4,344 | ||
|
Fixed assets
|
831 | |||
|
Intangible assets
|
2,190 | |||
|
Goodwill
|
3,140 | |||
|
|
||||
|
Total assets acquired
|
10,505 | |||
|
Liabilities assumed
|
(2,336 | ) | ||
|
|
||||
|
Net assets acquired
|
$ | 8,169 | ||
|
|
||||
| Amounts allocated to intangible assets are being amortized on a straight-line basis over their useful lives of four years. Fluctuations in the exchange rate of the Euro, the functional currency of AVS, impact the U.S. dollar value of the goodwill and intangible assets in our consolidated financial statements and, as a result, future amortization of the acquired intangible assets may differ from the amounts presented herein. | ||
| Goodwill and Purchased Intangible Assets | ||
| Changes in the carrying value of goodwill by reportable segment during the years ended December 26, 2009 and December 27, 2008 was as follows ( in thousands ): |
| Semiconductor | Microwave | Total | ||||||||||
| Equipment | Communications | Goodwill | ||||||||||
|
Balance, December 29, 2007
|
$ | 12,898 | $ | 3,479 | $ | 16,377 | ||||||
|
Additions
|
41,336 | — | 41,336 | |||||||||
|
Impact of currency exchange
|
3,201 | (94 | ) | 3,107 | ||||||||
|
|
||||||||||||
|
Balance, December 27, 2008
|
57,435 | 3,385 | 60,820 | |||||||||
|
Additions
|
— | — | — | |||||||||
|
Impact of currency exchange
|
883 | 61 | 944 | |||||||||
|
|
||||||||||||
|
Balance, December 26, 2009
|
$ | 58,318 | $ | 3,446 | $ | 61,764 | ||||||
|
|
||||||||||||
| Our purchased intangible assets, subject to amortization, were as follows (in thousands) : |
| December 26, 2009 | December 27, 2008 | |||||||||||||||
| Gross Carrying | Accumulated | Gross Carrying | Accumulated | |||||||||||||
| Amount | Amortization | Amount | Amortization | |||||||||||||
|
Unigen technology
|
$ | 7,020 | $ | 5,358 | $ | 7,020 | $ | 3,935 | ||||||||
|
AVS technology
|
2,365 | 1,611 | 2,309 | 996 | ||||||||||||
|
Rasco technology
|
35,257 | 4,679 | 34,433 | 269 | ||||||||||||
|
|
||||||||||||||||
|
|
$ | 44,642 | $ | 11,648 | $ | 43,762 | $ | 5,200 | ||||||||
|
|
||||||||||||||||
| The amounts included in the table above for the years ended December 26, 2009 and December 27, 2008 exclude approximately $2.5 million and $2.4 million, respectively, related to the Rasco trade name which has an indefinite life and is not being amortized. | ||
| Expense related to purchased intangible assets, subject to amortization, was approximately $6.3 million in 2009 and was $2.5 million in both 2008 and 2007. As of December 26, 2009, we expect amortization expense in future periods to be as follows: 2010 — $6,420,000; 2011 — $4,911,000; 2012 — $4,408,000; 2013 — $4,408,000; 2014 — $4,408,000; and thereafter $8,439,000. |
44
Table of Contents
COHU, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| 3. | Cash, Cash Equivalents and Short-term Investments |
| As of December 26, 2009 and December 27, 2008 our cash, cash equivalents, and short-term investments consisted primarily of cash, corporate debt securities, government and government agency securities, money market funds and other investment grade securities. Such amounts are recorded at fair value. Investments that we have classified as short-term, by security type, are as follows ( in thousands ): |
| 2009 | ||||||||||||||||
| Gross | Gross | Estimated | ||||||||||||||
| Amortized | Unrealized | Unrealized | Fair | |||||||||||||
| Cost | Gains | Losses (1) | Value | |||||||||||||
|
U.S. Treasury securities
|
$ | 5,492 | $ | 12 | $ | — | $ | 5,504 | ||||||||
|
Corporate debt securities
(2)
|
24,055 | 102 | 7 | 24,150 | ||||||||||||
|
Municipal securities
|
9,045 | 15 | 8 | 9,052 | ||||||||||||
|
Government-sponsered
enterprise securities
|
4,262 | 13 | — | 4,275 | ||||||||||||
|
Bank certificates of deposit
|
1,500 | — | — | 1,500 | ||||||||||||
|
Asset-backed securities
|
2,147 | 31 | — | 2,178 | ||||||||||||
|
|
||||||||||||||||
|
|
$ | 46,501 | $ | 173 | $ | 15 | $ | 46,659 | ||||||||
|
|
||||||||||||||||
| 2008 | ||||||||||||||||
| Gross | Gross | Estimated | ||||||||||||||
| Amortized | Unrealized | Unrealized | Fair | |||||||||||||
| Cost | Gains | Losses | Value | |||||||||||||
|
Bank certificates of deposit
|
$ | 3,000 | $ | 11 | $ | — | $ | 3,011 | ||||||||
|
Asset-backed securities
|
17,329 | — | 270 | 17,059 | ||||||||||||
|
Corporate debt securities
(2)
|
38,402 | 34 | 315 | 38,121 | ||||||||||||
|
|
||||||||||||||||
|
|
$ | 58,731 | $ | 45 | $ | 585 | $ | 58,191 | ||||||||
|
|
||||||||||||||||
| (1) | As of December 26, 2009, the cost and fair value of investments with loss positions was approximately $4.1 million. We evaluated the nature of these investments, credit worthiness of the issuer and the duration of these impairments to determine if an other-than-temporary decline in fair value had occurred and concluded that these losses were temporary and we have the ability and intent to hold these investments to maturity. | |
| (2) | Corporate debt securities include investments in financial, insurance, and other corporate institutions. No single issuer represents a significant portion of the total corporate debt securities portfolio. |
| Contractual maturities of short-term investments at December 26, 2009, were as follows: |
| Amortized | Estimated | |||||||
| (in thousands) | Cost | Fair Value | ||||||
|
Due in one year or less
|
$ | 29,809 | $ | 29,887 | ||||
|
Due after one year through two years
|
14,545 | 14,594 | ||||||
|
Asset-backed securities not due at a single maturity date
|
2,147 | 2,178 | ||||||
|
|
||||||||
|
|
$ | 46,501 | $ | 46,659 | ||||
|
|
||||||||
45
Table of Contents
COHU, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| Gross realized gains and losses on sales of short-term investments are included in interest income. During, the years ended December 26, 2009 and December 27, 2008 we had realized losses of approximately $0.1 million and $0.4 million, respectively. Realized gains and losses for the year ended December 29, 2007 were not significant. | ||
| Accounting standards pertaining to fair value measurements establish a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. When available, we use quoted market prices to determine the fair value of our investments, and they are included in Level 1. When quoted market prices are unobservable, we use quotes from independent pricing vendors based on recent trading activity and other relevant information. | ||
| The following table summarizes, by major security type, our assets that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy (in thousands) : |
| Fair value measurements at December 26, 2009 using: | ||||||||||||||||
| Significant other | Significant | |||||||||||||||
| Quoted prices in | observable | unobservable | ||||||||||||||
| active markets | inputs | inputs | Total estimated | |||||||||||||
| (Level 1) | (Level 2) | (Level 3) | fair value | |||||||||||||
|
Cash
|
$ | 12,371 | $ | — | $ | — | $ | 12,371 | ||||||||
|
U.S. Treasury
securities
|
5,504 | — | — | 5,504 | ||||||||||||
|
Money market funds
|
— | 22,751 | — | 22,751 | ||||||||||||
|
Corporate debt
securities
|
— | 26,525 | — | 26,525 | ||||||||||||
|
Municipal securities
|
— | 9,052 | — | 9,052 | ||||||||||||
|
Government-sponsered
enterprise
securities
|
— | 4,275 | — | 4,275 | ||||||||||||
|
Bank certificates
of deposit
|
— | 2,250 | — | 2,250 | ||||||||||||
|
Asset-backed
securities
|
— | 2,178 | — | 2,178 | ||||||||||||
|
|
||||||||||||||||
|
|
$ | 17,875 | $ | 67,031 | $ | — | $ | 84,906 | ||||||||
|
|
||||||||||||||||
| Fair value measurements at December 27, 2008 using: | ||||||||||||||||
| Significant other | Significant | |||||||||||||||
| Quoted prices in | observable | unobservable | ||||||||||||||
| active markets | inputs | inputs | Total estimated | |||||||||||||
| (Level 1) | (Level 2) | (Level 3) | fair value | |||||||||||||
|
Cash
|
$ | 8,893 | $ | — | $ | — | $ | 8,893 | ||||||||
|
Money market funds
|
21,301 | — | — | 21,301 | ||||||||||||
|
Bank certificates
of deposit
|
— | 3,011 | — | 3,011 | ||||||||||||
|
Corporate debt
securities
|
— | 38,121 | — | 38,121 | ||||||||||||
|
Asset-backed
securities
|
— | 17,059 | — | 17,059 | ||||||||||||
|
|
||||||||||||||||
|
|
$ | 30,194 | $ | 58,191 | $ | — | $ | 88,385 | ||||||||
|
|
||||||||||||||||
46
Table of Contents
COHU, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| 4. | Employee Benefit Plans |
| Retirement Plans — We have a voluntary defined contribution retirement 401(k) plan whereby we match contributions up to 4% of employee compensation. During 2009, to control costs and preserve cash in response to the global economic crisis, we temporarily suspended the matching contribution to our employee 401(k) plan. In both 2008 and 2007 our contributions to the plan were approximately $1.5 million. Certain of our foreign employees participate in defined benefit pension plans. The related expense and benefit obligation of these plans were not significant for any period presented. | ||
| Retiree Medical Benefits — We provide post-retirement health benefits to certain executives and directors under a noncontributory plan. The net periodic benefit cost was $0.2 million, $0.2 million and $0.1 million in 2009, 2008 and 2007, respectively. We fund benefits as costs are incurred and as a result there are no plan assets. | ||
| The weighted average discount rate used in determining the accumulated post-retirement benefit obligation was 5.8% in 2009, 6.2% in 2008 and 6.4% in 2007. Annual rates of increase of the cost of health benefits were assumed to be 10.5% in 2009. These rates were then assumed to decrease 0.50% per year to 5.0% in 2021 and remain level thereafter. A one percent increase (decrease) in health care cost trend rates would increase (decrease) the 2009 net periodic benefit cost by approximately $21,000 ($17,000) and the accumulated post-retirement benefit obligation as of December 26, 2009, by approximately $393,000 ($330,000). | ||
| The following table sets forth the post-retirement benefit obligation to the funded status of the plan which approximates the liability we have recorded in our consolidated balance sheets: |
| (in thousands) | 2009 | 2008 | ||||||
|
Accumulated benefit obligation at beginning of year
|
$ | 2,128 | $ | 1,850 | ||||
|
Service cost
|
21 | 18 | ||||||
|
Interest cost
|
132 | 127 | ||||||
|
Actuarial loss
|
668 | 226 | ||||||
|
Benefits paid
|
(110 | ) | (93 | ) | ||||
|
|
||||||||
|
Accumulated benefit obligation at end of year
|
2,839 | 2,128 | ||||||
|
Plan assets at end of year
|
— | — | ||||||
|
|
||||||||
|
Funded status
|
$ | (2,839 | ) | $ | (2,128 | ) | ||
|
|
||||||||
| The total unrecognized net actuarial loss that will be amortized over the future service period, excluding the effect of income taxes, was approximately $1.1 million at December 26, 2009 | ||
| Deferred Compensation — The Cohu, Inc. Deferred Compensation Plan allows certain of our officers to defer a portion of their current compensation. We have purchased life insurance policies on the participants with Cohu as the named beneficiary. Participant contributions, distributions and investment earnings and losses are accumulated in a separate account for each participant. At December 26, 2009 and December 28, 2008, the payroll liability to participants, included in accrued compensation and benefits in the consolidated balance sheet, was approximately $1.9 million and $1.4 million, respectively and the cash surrender value of the related life insurance policies included in other current assets was approximately $1.8 million and $1.4 million, respectively. | ||
| Employee Stock Purchase Plan — The Cohu, Inc. 1997 Employee Stock Purchase Plan (“the Plan”) provides for the issuance of a maximum of 1,400,000 shares of our common stock. Under the Plan, eligible employees may purchase shares of common stock through payroll deductions. The price paid for the common stock is equal to 85% of the fair market value of our common stock on specified dates. In 2009, 2008, and 2007, 136,228, 95,452 and 83,108 shares, respectively, were issued under the Plan. At December 26, 2009, there were 370,339 shares reserved for issuance under the Plan. |
47
Table of Contents
COHU, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| Stock Options — Under our equity incentive plans, stock options may be granted to employees, consultants and outside directors to purchase a fixed number of shares of our common stock at prices not less than 100% of the fair market value at the date of grant. Options generally vest and become exercisable after one year or in four annual increments beginning one year after the grant date and expire five to ten years from the grant date. At December 26, 2009, 1,831,070 shares were available for future equity grants under the Cohu, Inc. 2005 Equity Incentive Plan. We have historically issued new shares of Cohu common stock upon share option exercise. | ||
| Stock option activity under our share-based compensation plans was as follows: |
| 2009 | 2008 | 2007 | |||||||||||||||||||||||||
| Wt. Avg. | Wt. Avg. | Wt. Avg. | |||||||||||||||||||||||||
| (in thousands, except per share data) | Shares | Ex. Price | Shares | Ex. Price | Shares | Ex. Price | |||||||||||||||||||||
|
Outstanding, beginning of year
|
2,193 | $ | 15.91 | 2,356 | $ | 15.97 | 2,430 | $ | 15.88 | ||||||||||||||||||
|
Granted
|
1,229 | $ | 7.45 | 113 | $ | 13.20 | 219 | $ | 15.98 | ||||||||||||||||||
|
Exercised
|
— | — | (133 | ) | $ | 12.77 | (222 | ) | $ | 14.31 | |||||||||||||||||
|
Canceled
|
(201 | ) | $ | 12.94 | (143 | ) | $ | 17.74 | (71 | ) | $ | 17.96 | |||||||||||||||
|
|
|||||||||||||||||||||||||||
|
Outstanding, end of year
|
3,221 | $ | 12.87 | 2,193 | $ | 15.91 | 2,356 | $ | 15.97 | ||||||||||||||||||
|
|
|||||||||||||||||||||||||||
|
|
|||||||||||||||||||||||||||
|
Options exercisable at year end
|
1,766 | $ | 16.40 | 1,764 | $ | 16.03 | 1,693 | $ | 15.83 | ||||||||||||||||||
| The aggregate intrinsic value of options exercised during 2008 and 2007 was approximately $0.3 million, and $1.1 million, respectively. There were no options exercised during 2009. At December 26, 2009, the aggregate intrinsic value of options outstanding, vested and expected to vest were each approximately $8.3 million and the aggregate intrinsic value of options exercisable was approximately $0.2 million. |
| Information about stock options outstanding at December 26, 2009 is as follows (options in thousands) : |
| Options Outstanding | Options Exercisable | |||||||||||||||||||
| Approximate | ||||||||||||||||||||
| Wt. Avg. | ||||||||||||||||||||
| Range of | Number | Remaining | Wt. Avg. | Number | Wt. Avg. | |||||||||||||||
| Exercise Prices | Outstanding | Life (Years) | Ex. Price | Exercisable | Ex. Price | |||||||||||||||
|
$7.32 – $10.98
|
1,219 | 9.2 | $ | 7.42 | — | $ | — | |||||||||||||
|
$10.99 – $16.49
|
1,227 | 5.0 | $ | 14.67 | 1,003 | $ | 14.74 | |||||||||||||
|
$16.50 – $24.75
|
739 | 4.1 | $ | 18.02 | 727 | $ | 18.02 | |||||||||||||
|
$24.76 – $37.14
|
31 | 1.7 | $ | 29.04 | 31 | $ | 29.04 | |||||||||||||
|
$37.15 – $38.81
|
5 | 0.2 | $ | 38.81 | 5 | $ | 38.81 | |||||||||||||
|
|
||||||||||||||||||||
|
|
3,221 | 6.3 | $ | 12.87 | 1,766 | $ | 16.40 | |||||||||||||
|
|
||||||||||||||||||||
| Restricted Stock Units — Under our equity incentive plans, restricted stock units may be granted to employees, consultants and outside directors. Restricted stock units vest over either a one-year or a four-year period from the date of grant. Prior to vesting, restricted stock units do not have dividend equivalent rights, do not have voting rights and the shares underlying the restricted stock units are not considered issued and outstanding. Shares of our common stock will be issued on the date the restricted stock units vest. |
48
Table of Contents
COHU, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Restricted stock unit activity under our share-based compensation plans was as
follows:
| 2009 | 2008 | 2007 | ||||||||||||||||||||||
| Wt. Avg. | Wt. Avg. | Wt. Avg. | ||||||||||||||||||||||
| (in thousands, except per share data) | Units | Fair Value | Units | Fair Value | Units | Fair Value | ||||||||||||||||||
|
Outstanding, beginning of year
|
253 | $ | 15.40 | 373 | $ | 15.39 | 253 | $ | 15.56 | |||||||||||||||
|
Granted
|
11 | $ | 9.28 | 23 | $ | 16.63 | 210 | $ | 15.00 | |||||||||||||||
|
Vested
|
(102 | ) | $ | 15.30 | (105 | ) | $ | 15.57 | (65 | ) | $ | 15.60 | ||||||||||||
|
Canceled
|
(7 | ) | $ | 14.74 | (38 | ) | $ | 15.59 | (25 | ) | $ | 15.70 | ||||||||||||
|
|
||||||||||||||||||||||||
|
Outstanding, end of year
|
155 | $ | 14.60 | 253 | $ | 15.40 | 373 | $ | 15.39 | |||||||||||||||
|
|
||||||||||||||||||||||||
Share-based
Compensation
— We estimate the fair value of each share-based award on the grant
date using the Black-Scholes valuation model. Option valuation models, including Black-Scholes,
require the input of highly subjective assumptions, and changes in the assumptions used can
materially affect the grant date fair value of an award. These assumptions include the
risk-free rate of interest, expected dividend yield, expected volatility, and the expected life
of the award. The risk-free rate of interest is based on the U.S. Treasury rates appropriate
for the expected term of the award. Expected dividends are based, primarily, on historical
factors related to our common stock. Expected volatility is based on historic, weekly stock
price observations of our common stock during the period immediately preceding the share-based
award grant that is equal in length to the award’s expected term. We believe that historical
volatility is the best estimate of future volatility. Expected life of the award is based on
historical option exercise data. Estimated forfeitures are required to be included as a part of
the grant date expense estimate. We used historical data to estimate expected employee
behaviors related to option exercises and forfeitures.
Share-based compensation expense related to restricted stock unit awards is calculated based on
the market price of our common stock on the date of grant, reduced by the present value of
dividends expected to be paid on our common stock prior to vesting of the restricted stock unit.
The following weighted average assumptions were used to value share-based awards granted:
| Employee Stock Purchase Plan | 2009 | 2008 | 2007 | |||||||||
|
Dividend yield
|
2.1% | 1.6% | 1.3% | |||||||||
|
Expected volatility
|
54.7% | 53.5% | 34.7% | |||||||||
|
Risk-free interest rate
|
0.8% | 3.0% | 4.9% | |||||||||
|
Expected term of options
|
0.5 years | 0.5 years | 0.5 years | |||||||||
|
Weighted-average grant date fair
value per share
|
$3.57 | $4.65 | $4.63 | |||||||||
| Employee Stock Options | 2009 | 2008 | 2007 | |||||||||
|
Dividend yield
|
3.1% | 1.9% | 1.5% | |||||||||
|
Expected volatility
|
45.0% | 44.2% | 38.9% | |||||||||
|
Risk-free interest rate
|
1.8% | 2.5% | 3.9% | |||||||||
|
Expected term of options
|
5.5 years | 4.5 years | 4.5 years | |||||||||
|
Weighted-average grant date fair
value per share
|
$2.41 | $4.51 | $5.34 | |||||||||
| Restricted Stock Units | 2009 | 2008 | 2007 | |||||||||
|
Dividend yield
|
2.5 | % | 1.4 | % | 1.6 | % | ||||||
49
Table of Contents
COHU, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Reported share-based compensation is classified in the consolidated financial statements as
follows:
| (in thousands) | 2009 | 2008 | 2007 | |||||||||
|
Cost of sales
|
$ | 347 | $ | 343 | $ | 437 | ||||||
|
Research and development
|
1,145 | 1,189 | 1,173 | |||||||||
|
Selling, general and administrative
|
1,886 | 2,417 | 2,468 | |||||||||
|
|
||||||||||||
|
Total share-based compensation
|
3,378 | 3,949 | 4,078 | |||||||||
|
Income tax benefit
|
— | (1,015 | ) | (979 | ) | |||||||
|
|
||||||||||||
|
Total share-based compensation, net
of tax
|
$ | 3,378 | $ | 2,934 | $ | 3,099 | ||||||
|
|
||||||||||||
At December 26, 2009, excluding a reduction for forfeitures, we had approximately $3.4 million
of pre-tax unrecognized compensation cost related to unvested stock options which is expected to
be recognized over a weighted-average period of approximately 3.0 years.
At December 26, 2009, excluding a reduction for forfeitures, we had approximately $2.3 million
of pre-tax unrecognized compensation cost related to unvested restricted stock units which is
expected to be recognized over a weighted-average period of approximately 1.5 years.
| 5. | Income Taxes |
Significant components of the provision (benefit) for income taxes are as follows:
| (in thousands) | 2009 | 2008 | 2007 | |||||||||
|
Current:
|
||||||||||||
|
Federal
|
$ | (4,025 | ) | $ | (3,689 | ) | $ | 2,497 | ||||
|
State
|
47 | 68 | 533 | |||||||||
|
Foreign
|
991 | 669 | 483 | |||||||||
|
|
||||||||||||
|
Total current
|
(2,987 | ) | (2,952 | ) | 3,513 | |||||||
|
Deferred:
|
||||||||||||
|
Federal
|
17,285 | 64 | 1,097 | |||||||||
|
State
|
2,590 | 2,074 | 223 | |||||||||
|
Foreign
|
(2,515 | ) | (565 | ) | (166 | ) | ||||||
|
|
||||||||||||
|
Total deferred
|
17,360 | 1,573 | 1,154 | |||||||||
|
|
||||||||||||
|
|
$ | 14,373 | $ | (1,379 | ) | $ | 4,667 | |||||
|
|
||||||||||||
Income (loss) from continuing operations before income taxes consisted of the following:
| (in thousands) | 2009 | 2008 | 2007 | |||||||||
|
Domestic
|
$ | (8,430 | ) | $ | (4,806 | ) | $ | 10,631 | ||||
|
Foreign
|
(5,365 | ) | (2,016 | ) | 2,057 | |||||||
|
|
||||||||||||
|
Total
|
$ | (13,795 | ) | $ | (6,822 | ) | $ | 12,688 | ||||
|
|
||||||||||||
50
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COHU, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Deferred income taxes reflect the net tax effects of temporary differences between the carrying
amounts of assets and liabilities for financial reporting and tax purposes. Significant
components of our deferred tax assets and liabilities were as follows:
| (in thousands) | 2009 | 2008 | ||||||
|
Deferred tax assets:
|
||||||||
|
Inventory, receivable and warranty reserves
|
$ | 11,626 | $ | 13,224 | ||||
|
Net operating loss carryforwards
|
2,006 | 896 | ||||||
|
Tax credit carryforwards
|
6,939 | 5,388 | ||||||
|
Accrued employee benefits
|
2,321 | 1,876 | ||||||
|
Deferred profit
|
1,589 | 1,555 | ||||||
|
Stock-based compensation
|
1,764 | 1,349 | ||||||
|
Acquisition basis differences
|
2,446 | 2,360 | ||||||
|
Capitalized research expenses, accrued interest and other
|
462 | 96 | ||||||
|
Book over tax depreciation
|
825 | 806 | ||||||
|
|
||||||||
|
Gross deferred tax assets
|
29,978 | 27,550 | ||||||
|
Less valuation allowance
|
(24,890 | ) | (4,328 | ) | ||||
|
|
||||||||
|
Total deferred tax assets
|
5,088 | 23,222 | ||||||
|
Deferred tax liabilities:
|
||||||||
|
Gain on facilities sale
|
2,929 | 2,929 | ||||||
|
Acquisition basis differences
|
12,239 | 12,760 | ||||||
|
Prepaid and other
|
408 | 412 | ||||||
|
|
||||||||
|
Total deferred tax liabilities
|
15,576 | 16,101 | ||||||
|
|
||||||||
|
Net deferred tax assets (liabilities)
|
$ | (10,488 | ) | $ | 7,121 | |||
|
|
||||||||
Companies are required to assess whether a valuation allowance should be recorded against their
deferred tax assets (“DTAs”) based on the consideration of all available evidence, using a “more
likely than not” realization standard. The four sources of taxable income that must be
considered in determining whether DTAs will be realized are, (1) future reversals of existing
taxable temporary differences (i.e. offset of gross deferred tax assets against gross deferred
tax liabilities); (2) taxable income in prior carryback years, if carryback is permitted under
the tax law; (3) tax planning strategies and (4) future taxable income exclusive of reversing
temporary differences and carryforwards.
In assessing whether a valuation allowance is required, significant weight is to be given to
evidence that can be objectively verified. We have evaluated our DTAs each reporting period,
including an assessment of our cumulative income or loss over the prior three-year period and
future periods, to determine if a valuation allowance was required. A significant negative
factor in our assessment was the possibility that Cohu would be in a three-year historical
cumulative loss as of the end of fiscal 2009. This, combined with uncertain near-term market
and economic conditions, reduced our ability to rely on projections of future taxable income in
assessing the realization of our DTAs.
After a review of the four sources of taxable income described above and after considering the
possibility of being in a three-year cumulative loss in the fourth quarter of 2009, with such
cumulative loss confirmed with our fourth quarter 2009 results of operations, we recorded an
increase in our valuation allowance on
domestic DTAs, with a corresponding charge to our income tax provision, of approximately
$19.6 million in the second quarter of 2009. Our valuation allowance on domestic DTAs at
December 26, 2009 was approximately $24.9 million. The remaining gross deferred tax assets for
which a valuation allowance was not recorded are realizable through future reversals of existing
taxable temporary differences. As the
realization of DTAs is determined by tax jurisdiction,
the significant deferred tax liability recorded as part of the 2008 acquisition of Rasco, a
German corporation, was not a source of taxable income in assessing the realization of our DTAs
in the U.S.
51
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COHU, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
On November 6, 2009 the U. S. Worker, Homeownership and Business Assistance Act of 2009 was
enacted providing for, among other things, the carryback of losses incurred in either 2008 or
2009 against income earned in any of the five prior years rather than two years as permitted
under existing law. This increased the amount of tax we expect to recover via carryback by
approximately $1.3 million and resulted in a credit to income tax expense in the fourth quarter
of 2009.
The reconciliation of income tax computed at the U.S. federal statutory tax rate to the
provision (benefit) for income taxes is as follows:
| (in thousands) | 2009 | 2008 | 2007 | |||||||||
|
Tax at U.S. 35% statutory rate
|
$ | (4,828 | ) | $ | (2,388 | ) | $ | 4,441 | ||||
|
State income taxes, net of federal tax benefit
|
(1,051 | ) | (296 | ) | (118 | ) | ||||||
|
Export sales and manufacturing tax benefits
|
— | — | (71 | ) | ||||||||
|
Settlement of prior year tax returns
|
(331 | ) | (844 | ) | (75 | ) | ||||||
|
Adjustments to prior year tax accounts
|
165 | (156 | ) | 79 | ||||||||
|
Federal tax credits
|
(375 | ) | (1,000 | ) | (887 | ) | ||||||
|
Stock-based compensation on which no tax benefit provided
|
157 | 327 | 538 | |||||||||
|
Change in valuation allowance
|
20,562 | 1,917 | 795 | |||||||||
|
In process research and development charge with no tax benefit
|
— | 902 | — | |||||||||
|
Foreign income taxed at different rates
|
(130 | ) | (17 | ) | (419 | ) | ||||||
|
Other, net
|
204 | 176 | 384 | |||||||||
|
|
||||||||||||
|
|
$ | 14,373 | $ | (1,379 | ) | $ | 4,667 | |||||
|
|
||||||||||||
State income taxes have been reduced by research tax credits totaling approximately $0.6
million, $0.8 million and $0.8 million in 2009, 2008 and 2007, respectively.
At December 26, 2009, we had state and foreign net operating loss carryforwards of approximately
$19.9 million and $3.5 million, respectively, that expire in various tax years through 2029 or
have no expiration date. We also have federal and state tax credit carryforwards at December
26, 2009 of approximately $2.5 million and $9.0 million, respectively, certain of which expire
in various tax years beginning in 2014 or have no expiration date.
U.S. income taxes have not been provided on approximately $5.0 million of accumulated
undistributed earnings of certain foreign subsidiaries, as we currently intend to indefinitely
reinvest these earnings in operations outside the U.S. It is not practicable to estimate the
amount of tax that might be payable if some or all of such earnings were to be remitted.
On December 31, 2006, the first day of our 2007 year, we adopted new accounting guidance related
to income taxes and, as a result, we recognized a decrease in the liability for unrecognized tax
benefits and a decrease in deferred tax assets of approximately $0.4 million and a corresponding
increase in the December 31, 2006 balance of retained earnings of approximately $42,000.
52
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COHU, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A reconciliation of our gross unrecognized tax benefits is as follows:
| (in thousands) | 2009 | 2008 | 2007 | |||||||||
|
Balance at beginning of year
|
$ | 4,562 | $ | 4,802 | $ | 3,692 | ||||||
|
Gross additions based on tax positions related to the current
year
|
964 | 761 | 1,031 | |||||||||
|
Gross additions (reductions) for tax positions of prior years
|
22 | (60 | ) | 171 | ||||||||
|
Reductions as a result of settlements with tax authorities
|
(135 | ) | (151 | ) | — | |||||||
|
Reductions as a result of a lapse of the statute of limitations
|
(527 | ) | (790 | ) | (92 | ) | ||||||
|
|
||||||||||||
|
Balance at end of year
|
$ | 4,886 | $ | 4,562 | $ | 4,802 | ||||||
|
|
||||||||||||
If the unrecognized tax benefits at December 26, 2009 are ultimately recognized, approximately
$2.5 million would result in a reduction in our income tax expense and effective tax rate. We
do not expect that the total amount of unrecognized tax benefits will significantly change over
the next 12 months.
We recognize interest accrued related to unrecognized tax benefits, net of federal and state tax
benefits, in income tax expense. Cohu had approximately $0.6 million and $0.4 million accrued
for the payment of interest at December 26, 2009 and December 27, 2008, respectively. Interest
expense recognized in 2009, 2008 and 2007 was approximately $0.1 million, $0.1 million and $0.2
million, respectively.
In October 2007 the Internal Revenue Service commenced a routine examination of the Company’s
U.S. income tax return for 2005. This examination was finalized in 2009 without any material
adjustments. In 2009 the Internal Revenue Service commenced a routine examination of our 2006
to 2008 U.S. income tax returns that is expected to be completed in 2010. Our U.S. federal
income tax returns for years after 2005 and various state returns for years after 2004 remain
open to examination, subject to the statute of limitations.
| 6. | Segment and Related Information |
Our reportable segments are business units that offer different products and are managed
separately because each business requires different technology and marketing strategies. Our
three segments are: semiconductor equipment, microwave communications and video cameras. As
discussed in Note 2, in December 2008, we purchased Rasco, which has been included in our
semiconductor equipment segment since that date.
The accounting policies of the reportable segments are the same as those described in the
summary of significant accounting policies. We allocate resources and evaluate the performance
of segments based on profit or loss from operations, excluding interest, corporate expenses and
unusual gains or losses. Intersegment sales were not significant for any period.
53
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COHU, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Financial information by industry segment is presented below
:
| (in thousands) | 2009 | 2008 | 2007 | |||||||||
|
Net sales by segment:
|
||||||||||||
|
Semiconductor equipment
|
$ | 119,998 | $ | 152,136 | $ | 203,105 | ||||||
|
Microwave communications
|
34,093 | 29,224 | 21,969 | |||||||||
|
Video cameras
|
17,170 | 18,299 | 16,315 | |||||||||
|
|
||||||||||||
|
Total consolidated net sales and net sales for
reportable segments
|
$ | 171,261 | $ | 199,659 | $ | 241,389 | ||||||
|
|
||||||||||||
|
Segment profit (loss):
|
||||||||||||
|
Semiconductor equipment
|
$ | (17,704 | ) | $ | (4,612 | ) | $ | 11,382 | ||||
|
Microwave communications
|
5,868 | 242 | (1,802 | ) | ||||||||
|
Video cameras
|
773 | (1,242 | ) | (1,730 | ) | |||||||
|
|
||||||||||||
|
Profit (loss) for reportable segments
|
(11,063 | ) | (5,612 | ) | 7,850 | |||||||
|
Other unallocated amounts:
|
||||||||||||
|
Corporate expenses
|
(4,032 | ) | (4,116 | ) | (3,562 | ) | ||||||
|
Interest income
|
1,300 | 5,483 | 8,400 | |||||||||
|
Acquired in-process research and development
|
— | (2,577 | ) | — | ||||||||
|
|
||||||||||||
|
Income (loss) from continuing operations before
income taxes
|
$ | (13,795 | ) | $ | (6,822 | ) | $ | 12,688 | ||||
|
|
||||||||||||
| (in thousands) | 2009 | 2008 | 2007 | |||||||||
|
Depreciation and amortization by segment
deducted
in arriving at profit (loss):
|
||||||||||||
|
|
||||||||||||
|
Semiconductor equipment
|
$ | 3,248 | $ | 3,088 | $ | 3,507 | ||||||
|
Microwave communications
|
1,299 | 1,154 | 1,208 | |||||||||
|
Video cameras
|
227 | 184 | 218 | |||||||||
|
|
||||||||||||
|
|
4,774 | 4,426 | 4,933 | |||||||||
|
Intangible amortization
|
6,255 | 2,517 | 2,506 | |||||||||
|
|
||||||||||||
|
Total depreciation and amortization for
reportable segments
|
$ | 11,029 | $ | 6,943 | $ | 7,439 | ||||||
|
|
||||||||||||
|
Capital expenditures by segment:
|
||||||||||||
|
Semiconductor equipment
|
$ | 1,911 | $ | 3,251 | $ | 2,231 | ||||||
|
Microwave communications
|
454 | 1,181 | 2,005 | |||||||||
|
Video cameras
|
142 | 611 | 128 | |||||||||
|
|
||||||||||||
|
Total consolidated capital expenditures
|
$ | 2,507 | $ | 5,043 | $ | 4,364 | ||||||
|
|
||||||||||||
54
Table of Contents
COHU, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| (in thousands) | 2009 | 2008 | 2007 | |||||||||
|
Total assets by segment:
|
||||||||||||
|
Semiconductor equipment
|
$ | 216,818 | $ | 206,199 | $ | 111,787 | ||||||
|
Microwave communications
|
20,937 | 22,793 | 27,704 | |||||||||
|
Video cameras
|
10,082 | 10,458 | 9,505 | |||||||||
|
|
||||||||||||
|
Total assets for reportable segments
|
247,837 | 239,450 | 148,996 | |||||||||
|
Corporate, principally cash and investments
and deferred taxes
|
81,830 | 104,245 | 190,885 | |||||||||
|
Discontinued operations
|
451 | 474 | 498 | |||||||||
|
|
||||||||||||
|
Total consolidated assets
|
$ | 330,118 | $ | 344,169 | $ | 340,379 | ||||||
|
|
||||||||||||
Customers from the semiconductor equipment segment comprising 10% or greater of our consolidated
net sales are summarized as follows:
| 2009 | 2008 | 2007 | ||||||||||
|
Intel
|
30 | % | 30 | % | 27 | % | ||||||
|
Advanced Micro Devices
|
11 | % | 15 | % | 28 | % | ||||||
Net sales to customers, attributed to countries based on product shipment destination, were as
follows:
| (in thousands) | 2009 | 2008 | 2007 | |||||||||
|
United States
|
$ | 57,935 | $ | 70,659 | $ | 75,385 | ||||||
|
Singapore
|
18,148 | 22,442 | 69,276 | |||||||||
|
Malaysia
|
22,099 | 26,254 | 22,424 | |||||||||
|
China
|
21,076 | 26,650 | 17,074 | |||||||||
|
Rest of the World
|
52,003 | 53,654 | 57,230 | |||||||||
|
|
||||||||||||
|
Total
|
$ | 171,261 | $ | 199,659 | $ | 241,389 | ||||||
|
|
||||||||||||
Geographic location of our property, plant and equipment and other long-lived assets was as
follows:
| (in thousands) | 2009 | 2008 | ||||||
|
Property, plant and equipment:
|
||||||||
|
United States
|
$ | 24,930 | $ | 26,559 | ||||
|
Asia (Singapore, Taiwan and the
Philippines)
|
3,188 | 2,705 | ||||||
|
Germany
|
9,888 | 10,165 | ||||||
|
|
||||||||
|
Total, net
|
$ | 38,006 | $ | 39,429 | ||||
|
|
||||||||
|
|
||||||||
|
Goodwill and other intangible assets:
|
||||||||
|
United States
|
$ | 18,904 | $ | 20,287 | ||||
|
Singapore
|
6,558 | 6,558 | ||||||
|
Germany
|
71,785 | 74,968 | ||||||
|
|
||||||||
|
Total, net
|
$ | 97,247 | $ | 101,813 | ||||
|
|
||||||||
55
Table of Contents
COHU, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| 7. | Stockholder Rights Plan |
In November, 1996, we adopted a Stockholder Rights Plan (“Rights Plan”) and declared a dividend
distribution of one Preferred Stock Purchase Right (“Right”) for each share of common stock,
payable to holders of record on December 3, 1996. Under the Rights Plan, each stockholder
received one Right for each share of common stock owned. Each Right entitled the holder to buy
one one-hundredth (1/100) of a share of Cohu’s Series A Preferred Stock for $90. As a result of
the two-for-one stock split in September, 1999, each share of common stock was associated with
one-half of a Right entitling the holder to purchase one two-hundredth (1/200) of a share of
Series A Preferred Stock for $45. In November, 2006, we amended and restated our existing
Rights Plan to extend its term to November 9, 2016 and make certain other changes. Pursuant to
the amendment, to reflect the increase in the price of our common stock since the adoption of
the Rights Plan, the exercise price of each Right was increased to $190. Consequently, each
one-half of a Right entitles the holder to purchase one two-hundredth (1/200) of a share of
Series A Preferred Stock for $95. The Rights are not presently exercisable and will only become
exercisable following the occurrence of certain specified events. If these specified events
occur, each Right will be adjusted to entitle its holder to receive, upon exercise, common stock
having a value equal to two times the exercise price of the Right, or each Right will be
adjusted to entitle its holder to receive common stock of the acquiring company having a value
equal to two times the exercise price of the Right, depending on the circumstances. The Rights
expire on November 9, 2016, and we may redeem them for $0.001 per Right. The Rights do not have
voting or dividend rights and, until they become exercisable, have no dilutive effect on our
earnings per share.
| 8. | Commitments and Contingencies |
We lease certain of our facilities and equipment under non-cancelable
operating leases. Rental expense for the years 2009, 2008 and 2007
was approximately $1.1 million, $1.7 million and $1.6 million,
respectively. Future minimum lease payments at December 26, 2009 are
as follows:
| (in thousands) | 2010 | 2011 | 2012 | 2013 | 2014 | Thereafter | Total | |||||||||||||||||||||
|
Non-cancelable
operating leases
|
$ | 1,010 | $ | 1,039 | $ | 86 | $ | 79 | $ | 79 | $ | — | $ | 2,293 | ||||||||||||||
We previously disclosed that in May 2007 BMS received a subpoena from a grand jury seated in the
Southern District of California, requesting the production of certain documents related to BMS’
export of microwave communications equipment. BMS completed production of documents responsive
to the request in September 2007 and has fully cooperated. We also disclosed that on April 30,
2009, BMS received a letter from the U. S. Department of State requesting that BMS provide
certain information related to their review of this matter. Based upon their review of the
information provided, the U.S. Department of State informed us, during the third quarter of
2009, that they believed BMS did not obtain the required licenses for the export of certain
products and services. The U. S. Department of State requested that BMS apply for commodity
jurisdiction rulings to determine if certain products are subject to export controls, obtain
export licenses as required and engage an independent third party to conduct an export
compliance audit. On January 15, 2010, BMS provided the U.S. Department of State with the
results of the export compliance audit and an update on the status of export licenses and
commodity jurisdiction rulings. On January 20, 2010, BMS received notification from the U.S.
Department of State that they were closing the case without taking action to impose a civil
penalty, while reserving the right to reopen the case if it is later determined that
circumstances warrant the initiation of administrative proceedings.
In addition to the above matter, from time-to-time we are involved in various legal proceedings,
examinations by various tax authorities and claims that have arisen in the ordinary course of
our businesses. Although the outcome of such legal proceedings, claims and examinations cannot
be predicted with certainty, we do not believe any such matters exist at this time that will
have a material adverse effect on our financial position or results of our operations.
56
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COHU, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| 9. | Guarantees |
Changes in accrued warranty during the three-year period ended December 26, 2009 were as
follows:
| (in thousands) | 2009 | 2008 | 2007 | |||||||||
|
Beginning balance
|
$ | 4,924 | $ | 6,760 | $ | 8,118 | ||||||
|
Warranty accruals
|
3,383 | 7,467 | 8,690 | |||||||||
|
Warranty payments
|
(4,560 | ) | (10,215 | ) | (10,198 | ) | ||||||
|
Warranty liability assumed
|
— | 912 | 150 | |||||||||
|
|
||||||||||||
|
Ending balance
|
$ | 3,747 | $ | 4,924 | $ | 6,760 | ||||||
|
|
||||||||||||
During the ordinary course of business, we provide standby letters of credit instruments to
certain parties as required. At December 26, 2009, the maximum potential amount of future
payments that we could be required to make under these standby letters of credit was
approximately $0.1 million. We have not recorded any liability in connection with these
arrangements beyond that required to appropriately account for the underlying transaction being
guaranteed. We do not believe, based on historical experience and information currently
available, that it is probable that any amounts will be required to be paid under these
arrangements.
| 10. | Comprehensive Income (Loss) |
Our accumulated other comprehensive income totaled approximately $8.7 million and $7.1 million
at December 26, 2009 and December 27, 2008, respectively, and was attributed to, net of income
taxes where applicable, foreign currency adjustments resulting from the translation of certain
accounts into U.S. dollars where the functional currency is the Euro, unrealized losses and
gains on investments and adjustments to accumulated postretirement benefit obligations.
Amounts included in accumulated other comprehensive income (loss) are as follows:
| Unrealized | Foreign | Accumulated | ||||||||||||||
| Investment | Currency | Other | ||||||||||||||
| Gains and | Postretirement | Translation | Comprehensive | |||||||||||||
| (in thousands) | Losses | Obligations | Adjustments | Income (Loss) | ||||||||||||
|
Balance, December
30, 2006
|
$ | (30 | ) | $ | (384 | ) | $ | — | $ | (414 | ) | |||||
|
Fiscal 2007 activity
|
77 | 123 | 700 | 900 | ||||||||||||
|
|
||||||||||||||||
|
Balance, December
29, 2007
|
47 | (261 | ) | 700 | 486 | |||||||||||
|
Fiscal 2008 activity
|
(383 | ) | 102 | 6,929 | 6,648 | |||||||||||
|
|
||||||||||||||||
|
Balance, December
27, 2008
|
(336 | ) | (159 | ) | 7,629 | 7,134 | ||||||||||
|
Fiscal 2009 activity
|
434 | (444 | ) | 1,538 | 1,528 | |||||||||||
|
|
||||||||||||||||
|
Balance, December
26, 2009
|
$ | 98 | $ | (603 | ) | $ | 9,167 | $ | 8,662 | |||||||
|
|
||||||||||||||||
| 11. | Related Party Transactions |
James A. Donahue, President and CEO of Cohu, and Steven J. Bilodeau, a member of the Cohu Board
of Directors, are both members of the Board of Directors of Standard Microsystems Corporation
(“SMSC”), a customer of our semiconductor equipment segment. During 2009, 2008 and 2007, total
sales to SMSC were approximately $1.0 million, $1.1 million, and $2.2 million, respectively.
57
Table of Contents
COHU, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| 12. | Discontinued Operations |
In May 2006, we sold substantially all the assets of our metal
detection equipment business, FRL. Our decision to sell FRL resulted
from management’s determination that this industry segment was no
longer a strategic fit within our organization. We are currently
attempting to sell our FRL facility in Los Banos, California and
believe the current fair value of the property is in excess of its
$0.5 million carrying value at December 26, 2009.
| 13. | Quarterly Financial Data (Unaudited) |
| Quarter | First (a) | Second (a) | Third (a) | Fourth (a) | Year | |||||||||||||||||||
| (in thousands, except per share data) | ||||||||||||||||||||||||
|
Net sales:
|
2009 | $ | 36,582 | $ | 38,424 | $ | 44,062 | $ | 52,193 | $ | 171,261 | |||||||||||||
|
|
2008 | $ | 58,409 | $ | 51,833 | $ | 48,016 | $ | 41,401 | $ | 199,659 | |||||||||||||
|
|
||||||||||||||||||||||||
|
Gross profit:
|
2009 | $ | 7,395 | $ | 12,328 | $ | 16,217 | $ | 16,448 | $ | 52,388 | |||||||||||||
|
|
2008 | $ | 20,807 | $ | 18,440 | $ | 17,558 | $ | 8,163 | $ | 64,968 | |||||||||||||
|
|
||||||||||||||||||||||||
|
Income (loss) from continuing
operations (b):
|
2009 | $ | (6,262 | ) | $ | (22,605 | ) | $ | (71 | ) | $ | 770 | $ | (28,168 | ) | |||||||||
|
|
2008 | $ | 1,952 | $ | 174 | $ | 37 | $ | (7,606 | ) | $ | (5,443 | ) | |||||||||||
|
|
||||||||||||||||||||||||
|
Net income (loss):
|
2009 | $ | (6,262 | ) | $ | (22,605 | ) | $ | (71 | ) | $ | 770 | $ | (28,168 | ) | |||||||||
|
|
2008 | $ | 1,952 | $ | 174 | $ | 37 | $ | (7,606 | ) | $ | (5,443 | ) | |||||||||||
|
|
||||||||||||||||||||||||
|
Net income (loss) per share (c):
|
||||||||||||||||||||||||
|
Basic:
|
||||||||||||||||||||||||
|
Income (loss) from continuing
operations
|
2009 | $ | (0.27 | ) | $ | (0.97 | ) | $ | (0.00 | ) | $ | 0.03 | $ | (1.20 | ) | |||||||||
|
|
2008 | $ | 0.08 | $ | 0.01 | $ | 0.00 | $ | (0.33 | ) | $ | (0.23 | ) | |||||||||||
|
|
||||||||||||||||||||||||
|
Net income (loss)
|
2009 | $ | (0.27 | ) | $ | (0.97 | ) | $ | (0.00 | ) | $ | 0.03 | $ | (1.20 | ) | |||||||||
|
|
2008 | $ | 0.08 | $ | 0.01 | $ | 0.00 | $ | (0.33 | ) | $ | (0.23 | ) | |||||||||||
|
Diluted:
|
||||||||||||||||||||||||
|
Income (loss) from continuing
operations
|
2009 | $ | (0.27 | ) | $ | (0.97 | ) | $ | (0.00 | ) | $ | 0.03 | $ | (1.20 | ) | |||||||||
|
|
2008 | $ | 0.08 | $ | 0.01 | $ | 0.00 | $ | (0.33 | ) | $ | (0.23 | ) | |||||||||||
|
|
||||||||||||||||||||||||
|
Net income (loss)
|
2009 | $ | (0.27 | ) | $ | (0.97 | ) | $ | (0.00 | ) | $ | 0.03 | $ | (1.20 | ) | |||||||||
|
|
2008 | $ | 0.08 | $ | 0.01 | $ | 0.00 | $ | (0.33 | ) | $ | (0.23 | ) | |||||||||||
| (a) | Each of the four quarters during 2009 and 2008 was comprised of 13 weeks. | |
| (b) | The second quarter of 2009 includes a charge of $19.6 million, for an increase in the valuation allowance against our deferred tax assets. The fourth quarter of 2008 includes a charge for excess inventory of $5.5 million at Delta and a charge of $2.6 million for acquired in-process research and development from the acquisition of Rasco. | |
| (c) | The sum of the four quarters may not agree to the year total due to rounding within a quarter. |
| 14. | Subsequent Event |
On January 27, 2010, we announced that the Cohu Board of Directors declared a $0.06 per share cash
dividend payable on April 23, 2010 to shareholders of record on March 9, 2010.
58
Table of Contents
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Cohu, Inc.
Cohu, Inc.
We have audited the accompanying consolidated balance sheets of Cohu, Inc. as of December 26, 2009
and December 27, 2008, and the related consolidated statements of operations, stockholders’ equity,
and cash flows for each of the three years in the period ended December 26, 2009. Our audits also
included the financial statement schedule listed in the Index at Item 15(a). These financial
statements and schedule are the responsibility of the Company’s management. Our responsibility is
to express an opinion on these financial statements and the schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the consolidated financial position of Cohu, Inc. at December 26, 2009 and December 27,
2008, and the consolidated results of its operations and its cash flows for each of the three years
in the period ended December 26, 2009, in conformity with U.S. generally accepted accounting
principles. Also, in our opinion, the related financial statement schedule, when considered in
relation to the basic financial statements taken as a whole, presents fairly, in all material
respects the information set forth therein.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), Cohu, Inc.’s internal control over financial reporting as of December 26,
2009, based on criteria established in Internal Control—Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 23,
2010 expressed an unqualified opinion thereon.
/s/ ERNST & YOUNG LLP
San Diego, California
February 23, 2010
February 23, 2010
59
Table of Contents
Index to Exhibits
| 15. | (b) The following exhibits are filed as part of, or incorporated into, the 2009 Cohu, Inc. Annual Report on Form 10-K: |
| Exhibit No. | Description | |
|
3.1
|
Amended and Restated Certificate of Incorporation of Cohu, Inc. incorporated herein by reference to Exhibit 3.1(a) from the Cohu, Inc. Form 10-Q for the quarterly period ended June 30, 1999 | |
|
|
||
|
3.1(a)
|
Certificate of Amendment of Amended and Restated Certificate of Incorporation of Cohu, Inc. incorporated herein by reference from the Cohu, Inc. Form S-8 filed June 30, 2000, Exhibit 4.1(a) | |
|
|
||
|
3.2
|
Amended and Restated Bylaws of Cohu, Inc. incorporated herein by reference to Exhibit 3.2 from the Cohu, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on December 12, 1996 | |
|
|
||
|
4.1
|
Amended and Restated Rights Agreement dated November 10, 2006, between Cohu, Inc. and Mellon Investor Services LLC, as Rights Agent, incorporated herein by reference from the Cohu, Inc. Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 13, 2006, Exhibit 99.1 | |
|
|
||
|
10.1
|
Cohu, Inc. 2005 Equity Incentive Plan, incorporated herein by reference from the Cohu, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on May 13, 2009, Exhibit 10.1* | |
|
|
||
|
10.2
|
Amended Cohu, Inc. 1997 Employee Stock Purchase Plan, incorporated herein by reference from the Cohu, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on May 10, 2006, Exhibit 10.2* | |
|
|
||
|
10.3
|
Cohu, Inc. Deferred Compensation Plan (as amended and restated) incorporated herein by reference from the Cohu, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on December 29, 2008, Exhibit 10.1* | |
|
|
||
|
10.4
|
Form of stock option agreement for use with stock options granted pursuant to the Cohu, Inc. 2005 Equity Incentive Plan incorporated herein by reference from the Cohu, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on August 7, 2006* | |
|
|
||
|
10.5
|
Restricted stock unit agreement for use with resticted stock units granted pursuant to the Cohu, Inc. 2005 Equity Incentive Plan incorporated herein by reference from the Cohu, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on April 20, 2006* | |
|
|
||
|
10.6
|
Share Purchase and Transfer Agreement dated December 5, 2008 by and among Delta Design, Inc. (and certain of its subsidiaries) and Dover Electronic Technologies, Inc. (and certain of its subsidiaries), incorporated herein by reference from the Cohu, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on December 11, 2008, Exhibit 10.1 | |
|
|
||
|
10.7
|
Asset Purchase Agreement dated December 9, 2008 by and between a subsidiary of Delta Design, Inc. and certain subsidiaries of Dover Electronic Technologies, Inc., incorporated herein by reference from the Cohu, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on December 11, 2008, Exhibit 10.2 | |
|
|
||
|
10.8
|
Capital Equipment, Goods and Services Agreement, dated January 10, 2007, by and between Delta and Intel Corporation, incorporated by reference from the Cohu, Inc. Current Report on Form 8-K filed April 25, 2007, Exhibit 99.1 | |
|
|
||
|
10.9
|
Business Agreement and Addendum by and between Advanced Micro Devices, Inc. and Delta Design, Inc. incorporated by reference from the Cohu, Inc. Current Report on Form 8-K filed February 22, 2006, Exhibit 99.1 | |
|
|
||
|
10.10
|
Offer Letter dated April 24, 2008, by and between Delta Design, Inc. and Roger J. Hopkins incorporated herein by reference from the Cohu, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on April 25, 2008, Exhibit 10.1* |
60
Table of Contents
| Exhibit No. | Description | |
|
10.11
|
Cohu, Inc. Retiree Health Benefits Agreement (as amended) incorporated herein by reference from the Cohu, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on December 29, 2008, Exhibit 10.2* | |
|
|
||
|
10.12
|
Cohu, Inc. Change in Control Agreement incorporated herein by reference from the Cohu, Inc. Current Report on Form 8-K filed with the Securities and Exchange Commission on December 29, 2008, Exhibit 10.3* | |
|
|
||
|
14
|
Cohu, Inc. Code of Business Conduct and Ethics, incorporated herein by reference from the Cohu 2003 Annual Report on Form 10-K, Exhibit 14 | |
|
|
||
|
21
|
Subsidiaries of Cohu, Inc. | |
|
|
||
|
23
|
Consent of Independent Registered Public Accounting Firm | |
|
|
||
|
31.1
|
Certification pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 for James A. Donahue | |
|
|
||
|
31.2
|
Certification pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 for Jeffrey D. Jones | |
|
|
||
|
32.1
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for James A. Donahue | |
|
|
||
|
32.2
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Jeffrey D. Jones | |
|
|
| * | Management contract or compensatory plan or arrangement |
61
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
|
||||
| Date: February 23, 2010 | By /s/ James A. Donahue | |||
| James A. Donahue | ||||
| President and Chief Executive Officer | ||||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the capacities and on the
dates indicated.
| Signature | Title | Date | ||
|
/s/ Charles A. Schwan
|
Chairman of the Board, | February 23, 2010 | ||
|
|
Director | |||
|
|
||||
|
/s/ James A. Donahue
|
President and Chief Executive Officer, | February 23, 2010 | ||
|
|
Director (Principal Executive Officer) | |||
|
|
||||
|
/s/ Jeffrey D. Jones
|
Vice President, Finance and Chief | February 23, 2010 | ||
|
|
Financial
Officer (Principal
Financial and Accounting Officer) |
|||
|
|
||||
|
/s/ Steven J. Bilodeau
|
Director | February 23, 2010 | ||
|
|
||||
|
|
||||
|
/s/ Harry L. Casari
|
Director | February 23, 2010 | ||
|
|
||||
|
|
||||
|
/s/ Robert L. Ciardella
|
Director | February 23, 2010 | ||
|
|
||||
|
|
||||
|
/s/ Harold Harrigian
|
Director | February 23, 2010 | ||
|
|
62
Table of Contents
COHU, INC.
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
(in thousands)
| Additions | ||||||||||||||||||||
| Additions | (Reductions) | |||||||||||||||||||
| Balance at | Not | Charged | Balance | |||||||||||||||||
| Beginning | Charged | (Credited) | Deductions/ | at End | ||||||||||||||||
| Description | of Year | to Expense | to Expense | Write-offs | of Year | |||||||||||||||
|
Allowance for doubtful accounts:
|
||||||||||||||||||||
|
Year ended December 29, 2007
|
$ | 1,644 | $ | 15 | (1) | $ | (92 | ) | $ | 12 | $ | 1,555 | ||||||||
|
|
||||||||||||||||||||
|
Year ended December 27, 2008
|
$ | 1,555 | $ | 136 | (2) | $ | 68 | $ | 149 | $ | 1,610 | |||||||||
|
|
||||||||||||||||||||
|
Year ended December 26, 2009
|
$ | 1,610 | $ | 10 | (3) | $ | 107 | $ | 714 | $ | 1,013 | |||||||||
|
|
||||||||||||||||||||
|
Reserve for excess and obsolete inventories:
|
||||||||||||||||||||
|
|
||||||||||||||||||||
|
Year ended December 29, 2007
|
$ | 30,403 | $ | 1,279 | (4) | $ | 4,556 | $ | 4,701 | $ | 31,537 | |||||||||
|
|
||||||||||||||||||||
|
Year ended December 27, 2008
|
$ | 31,537 | $ | 1,512 | (5) | $ | 1,693 | (7) | $ | 4,449 | $ | 30,293 | ||||||||
|
|
||||||||||||||||||||
|
Year ended December 26, 2009
|
$ | 30,293 | $ | 129 | (6) | $ | 4,439 | $ | 9,181 | $ | 25,680 | |||||||||
| (1) | Addition resulting from AVS acquisition in March, 2007. | |
| (2) | Includes $127 resulting from Rasco acquisition in December, 2008 and foreign currency impact. | |
| (3) | Changes in reserve balances resulting from foreign currency impact. | |
| (4) | Addition resulting from AVS acquisition in March, 2007 and reclass from other reserves. | |
| (5) | Addition resulting from Rasco acquisition in December, 2008 and foreign currency impact. | |
| (6) | Changes in reserve balances resulting from foreign currency impact. | |
| (7) | Includes $4.5 million credited to expense for products sold in 2008 that were reserved in 2006. |
63
TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Submission Of Matters To A Vote Of Security HoldersPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement Schedules