cohu20220326

cohu20220326_10q.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☑

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 26, 2022

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-04298

COHU, INC.

(Exact name of registrant as specified in its charter)

Delaware

95-1934119

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer Identification No.)

12367 Crosthwaite Circle, Poway, California		92064-6817
(Address of principal executive offices)		(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	Trading Symbol(s)	Name of Exchange on Which Registered
Common Stock, $1.00 par value	COHU	The Nasdaq Stock Market LLC

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 ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☑ Accelerated filer ☐ Non-accelerated filer ☐

Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑

As of April 19, 2022, the Registrant had 48,634,256 shares of its $1.00 par value common stock outstanding.

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COHU, INC.

INDEX

FORM 10-Q

MARCH 26, 2022

Part I	Financial Information	Page Number

Item 1.	Financial Statements:

	Condensed Consolidated Balance Sheets March 26, 2022 (unaudited) and December 25, 2021	3

	Condensed Consolidated Statements of Income (unaudited) Three Months Ended March 26, 2022 and March 27, 2021	4

	Condensed Consolidated Statements of Comprehensive Income (unaudited) Three Months Ended March 26, 2022 and March 27, 2021	5

	Condensed Consolidated Statements of Stockholders’ Equity (unaudited) Three Months Ended March 26, 2022 and March 27, 2021	6

	Condensed Consolidated Statements of Cash Flows (unaudited) Three Months Ended March 26, 2022 and March 27, 2021	7

	Notes to Unaudited Condensed Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36

Item 4.	Controls and Procedures	37

Part II	Other Information

Item 1.	Legal Proceedings	38

Item 1A.	Risk Factors	38

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38

Item 3.	Defaults Upon Senior Securities	39

Item 4.	Mine Safety Disclosures	39

Item 5.	Other Information	39

Item 6.	Exhibits	40

Signatures		41

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Item 1.

COHU, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except par value amounts)

	March 26, 2022				December 25, 2021*
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	267,068		$	290,201
Short-term investments		91,502			89,704
Accounts receivable, net		210,742			192,873
Inventories		160,363			161,053
Prepaid expenses		21,657			16,194
Other current assets		824			768
Total current assets		752,156			750,793

Property, plant and equipment, net		63,912			63,957
Goodwill		216,234			219,791
Intangible assets, net		166,743			177,320
Other assets		19,430			22,123
Operating lease right of use assets		24,870			25,060
	$	1,243,345		$	1,259,044

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term borrowings	$	2,048		$	3,059
Current installments of long-term debt		4,310			11,338
Accounts payable		85,631			85,230
Customer advances		13,277			7,300
Accrued compensation and benefits		29,117			39,835
Deferred profit		11,001			13,208
Accrued warranty		5,981			6,614
Income taxes payable		8,845			6,873
Other accrued liabilities		16,259			19,002
Total current liabilities		176,469			192,459

Long-term debt		101,959			103,393
Deferred income taxes		23,903			25,887
Noncurrent income tax liabilities		6,145			6,138
Accrued retirement benefits		17,959			18,037
Long-term lease liabilities		21,782			22,040
Other accrued liabilities		8,231			8,588

Stockholders’ equity
Preferred stock, $1 par value; 1,000 shares authorized, none issued		-			-
Common stock, $1 par value; 60,000 shares authorized, 49,025 shares issued and outstanding in 2022 and 48,756 shares in 2021		49,025			48,756
Paid-in capital		673,034			674,777
Treasury stock, at cost; 420 shares in 2022 and 207 shares in 2021		(13,712	)		(7,324	)
Retained earnings		215,124			193,555
Accumulated other comprehensive loss		(36,574	)		(27,262	)
Total stockholders’ equity		886,897			882,502
	$	1,243,345		$	1,259,044

* Derived from December 25, 2021 audited financial statements

The accompanying notes are an integral part of these statements.

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COHU, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(in thousands, except per share amounts)

	Three Months Ended
	March 26,			March 27,
	2022			2021

Net sales	$	197,757		$	225,488
Cost and expenses:
Cost of sales⁽¹⁾		106,601			123,283
Research and development		23,106			23,152
Selling, general and administrative		31,246			32,624
Amortization of purchased intangible assets		8,535			9,244
Restructuring charges		576			1,340
Loss on sale of PCB Test business		-			115
		170,064			189,758
Income from operations		27,693			35,730
Other (expense) income:
Interest expense		(981	)		(2,575	)
Interest income		111			50
Foreign transaction gain (loss)

SEC Form 10-Q filed by Cohu Inc.