Business Wire | Apr 29, 2021 08:00AM EDT

Cohu Reports First Quarter 2021 Results

Apr. 29, 2021

POWAY, Calif.--(BUSINESS WIRE)--Apr. 29, 2021--Cohu, Inc. (NASDAQ: COHU), a global leader in back-end semiconductor equipment and services, today reported fiscal 2021 first quarter net sales of $225.5 million and GAAP income of $27.6 million or $0.61 per share. Cohu also reported first quarter 2021 non-GAAP income of $40.5 million or $0.89 per share. (1)



GAAP Results^ (1)

(in millions, except per share Q1 FY 2021 Q4 FY 2020 Q1 FY 2020 amounts)



Net sales $225.5 $202.4 $138.9



Income (loss) $27.6 $14.9 $(17.3)

Income (loss) per share $0.61 $0.34 $(0.42)







Non-GAAP Results^ (1)

(in millions, except per share Q1 FY 2021 Q4 FY 2020 Q1 FY 2020 amounts)



Income $40.5 $31.8 $0.1

Income per share $0.89 $0.73 $0.00



(1) All amounts presented are from continuing operations.

Total cash and investments at the end of first quarter 2021 were $291.0 million. As previously announced, in March 2021, Cohu closed an underwritten public offering totaling 5,692,500 shares of its common stock at $41.00 per share, raising net proceeds of approximately $223.1 million, after deducting underwriting discounts and commissions and offering expenses.

"Cohu had record first quarter orders and revenue with strength continuing across all major markets. Recurring business is benefiting from new semiconductor product designs driving a 14% contactor revenue growth quarter-over-quarter. The systems business is experiencing robust automotive demand, driven by xEV and ADAS technologies, and continued mobility expansion with 5G proliferation," said Cohu President and CEO Luis Mller. "We are proud to grow revenue and profitability while maintaining our commitment to reducing direct energy consumption and further improving our corporate ESG programs."

Cohu expects second quarter 2021 sales to be between $234 million and $250 million, up 7% quarter-over-quarter at the mid-point of guidance.

Conference Call Information:

The Company will host a live conference call and webcast with slides to discuss first quarter 2021 results at 5:30 a.m. Pacific Time/8:30 a.m. Eastern Time on April 29, 2021. Interested investors and analysts are invited to dial into the conference call by using 1-866-434-5330 (domestic) or +1-213-660-0873 (international) and entering the pass code 6397776. Webcast access will be available on the Investor Information section of the Company's website at www.cohu.com.

About Cohu:

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

Use of Non-GAAP Financial Information:

Included within this press release and accompanying materials are non-GAAP financial measures, including non-GAAP Gross Margin/Profit, Income and Income (adjusted earnings) per share, Operating Income, Operating Expense and Adjusted EBITDA that supplement the Company's Condensed Consolidated Statements of Operations prepared under generally accepted accounting principles (GAAP). These non-GAAP financial measures adjust the Company's actual results prepared under GAAP to exclude charges and the related income tax effect for: share-based compensation, employer payroll taxes related to accelerated vesting share-based awards, the amortization of purchased intangible assets, restructuring costs, manufacturing transition and severance costs, asset impairment charges, reduction of indemnification receivable, depreciation of purchase accounting adjustments to property, plant and equipment, amortization of cloud-based software implementation costs (Adjusted EBITDA only) and loss on extinguishment of debt (Adjusted EBITDA only). Reconciliations of GAAP to non-GAAP amounts for the periods presented herein are provided in schedules accompanying this release and should be considered together with the Condensed Consolidated Statements of Operations. With respect to any forward looking non-GAAP figures, we are unable to provide without unreasonable efforts, at this time, a GAAP to non-GAAP reconciliation of any forward-looking figures due to their inherent uncertainty.

These non-GAAP measures are not meant as a substitute for GAAP, but are included solely for informational and comparative purposes. The Company's management believes that this information can assist investors in evaluating the Company's operational trends, financial performance, and cash generating capacity. Management uses non-GAAP measures for a variety of reasons, including to make operational decisions, to determine executive compensation in part, to forecast future operational results, and for comparison to our annual operating plan. However, the non-GAAP financial measures should not be regarded as a replacement for (or superior to) corresponding, similarly captioned, GAAP measures.

Forward-Looking Statements:

Certain statements contained in this release and accompanying materials may be considered forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, including statements regarding the business benefiting from new semiconductor product designs, strength continuing across all major markets, robust automotive demand, driven by xEV and ADAS technologies, continued mobility expansion with 5G proliferation, our commitment to reducing direct energy consumption and further improving our corporate ESG programs, any comments on Cohu's FY 2021 outlook or growth, second half 2021 outlook, target financial model for FY'21, % of incremental revenue expected to fall to operating income, debt deleveraging priority, Cohu's second quarter 2021 sales forecast, guidance, sales mix, non-GAAP operating expenses, gross margin, adjusted EBITDA, effective tax rate, free cash flow, cap ex, cash and shares outstanding, estimated minimum cash needed, estimated EBITDA breakeven point, any future Term Loan B principal reduction, and any other statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as "may," "will," "should," "would," "expect," "anticipate," "plan," "likely," "believe," "estimate," "project," "intend," and other similar expressions among others. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties and are not guarantees of future performance. Any third party industry analyst forecasts quoted are for reference only and Cohu does not adopt or affirm any such forecasts.

Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation: the ongoing global COVID-19 pandemic has adversely affected, and is continuing to adversely affect, our business and results of operations; component, logistics and labor costs that are materially increasing due to COVID-19 constraints, commodity costs, availability of direct labor, increased demand and other factors; we are making investments in new products and product enhancements, which may adversely affect our operating results and these investments may not be commercially successful; we are exposed to the risks of operating a global business; we have manufacturing operations in Asia, and any failure to effectively manage multiple manufacturing sites and to secure raw materials meeting our quality, cost and other requirements, or failures by our suppliers to perform, could harm our sales, service levels and reputation; failure of critical suppliers to deliver sufficient quantities of parts in a timely and cost-effective manner could adversely impact our operations; the semiconductor industry is seasonal, volatile and unpredictable; the semiconductor equipment and printed circuit board ("PCB") test industries are intensely competitive; semiconductor equipment is subject to rapid technological change, product introductions and transitions which may result in inventory write-offs, and our new product development involves numerous risks and uncertainties; the seasonal nature of the semiconductor equipment industry places enormous demands on our employees, operations and infrastructure; a limited number of customers account for a substantial percentage of our net sales; 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 Asia-based test contactor, test handler, automated test equipment and PCB test suppliers; the incurrence of substantial indebtedness in connection with our financing of the Xcerra acquisition may have an adverse impact on Cohu's liquidity, limit Cohu's flexibility in responding to other business opportunities and increase Cohu's vulnerability to adverse economic and industry conditions; our Credit Agreement contains various representations and negative covenants that limit, subject to certain exceptions and baskets, our ability and/or our subsidiaries' ability to enter into financing and other transactions relating to our assets; because of high debt levels we may not be able to service our debt obligations in accordance with their terms; dilution of earnings per share due to our March 2021 follow-on equity offering; we are exposed to other risks associated with other acquisitions, investments and divestitures; we expect to continue to evaluate and pursue divestitures of non-core assets; our financial and operating results may vary and fall below analysts' estimates, or credit rating agencies may change their ratings on Cohu, any of which may cause the price of our common stock to decline or make it difficult to obtain other financing; potential goodwill impairments if our business underperforms; global economic and political conditions, including trade tariffs and export restrictions, and other regulatory requirements, have impacted our business and may continue to have an adverse impact on our business and financial condition; and our business and operations could suffer in the event of cybersecurity breaches.

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

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

COHU, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands, except per share amounts)



Three Months Ended ^(1)

March 27, March 28,

2021 2020



Net sales $ 225,488 $ 138,921

Cost and expenses:

Cost of sales (excluding amortization) 123,283 82,837

Research and development 23,152 22,468

Selling, general and administrative 32,739 33,352

Amortization of purchased intangible assets 9,244 9,538

Restructuring charges 1,340 403

Impairment charges^ (2) - 3,949

189,758 152,547

Income (loss) from operations 35,730 (13,626 )

Other (expense) income:

Interest expense (2,575 ) (4,427 )

Interest income^ 50 147

Foreign transaction loss (262 ) (404 )

Loss on extinguishment of debt ^(3) (1,761 ) -

Income (loss) from continuing operations before taxes 31,182 (18,310 )

Income tax provision (benefit) 3,575 (992 )

Income (loss) from continuing operations 27,607 (17,318 )



Discontinued operations:^ (4)

Income from discontinued operations before taxes - 46

Income tax provision - 4

Income from discontinued operations - 42

Net income (loss) $ 27,607 $ (17,276 )



Income (loss) per share:

Basic:

Income (loss) from continuing operations $ 0.63 $ (0.42 )

Income from discontinued operations - 0.00

Net income (loss) $ 0.63 $ (0.42 )



Diluted:

Income (loss) from continuing operations $ 0.61 $ (0.42 )

Income from discontinued operations - 0.00

Net income (loss) $ 0.61 $ (0.42 )



Weighted average shares used in computing income (loss) per share:^ (5)

Basic 43,756 41,502

Diluted 45,482 41,502



(1)

The three-month periods ended March 27, 2021 and March 28, 2020 were both comprised of 13 weeks.

(2)

For the three-month period ended March 28, 2020 we recorded impairment charges to write certain of our in-process research and development assets ("IPR&D") obtained as part of our acquisition of Xcerra down to current estimated fair values.

(3)

Utilizing a portion of the proceeds from the underwritten public offering discussed above in March 2021 the Company made a $100 million payment to reduce its outstanding Term Loan B debt. Loss on extinguishment of debt is the net result after any cash gain is offset by the required reduction in our capitalized debt issuance costs and original issuance discounts.

(4)

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

(5)

For the three-month period ended March 28, 2020, potentially dilutive securities were excluded from the per share computation due to their antidilutive effect. The Company has utilized the "control number" concept in the computation of diluted earnings per share to determine whether a potential common stock instrument is dilutive. The control number used is income from continuing operations. The control number concept requires that the same number of potentially dilutive securities applied in computing diluted earnings per share from continuing operations be applied to all other categories of income or loss, regardless of their anti-dilutive effect on such categories.

(1) The three-month periods ended March 27, 2021 and March 28, 2020 were both comprised of 13 weeks.

For the three-month period ended March 28, 2020 we recorded impairment(2) charges to write certain of our in-process research and development assets ("IPR&D") obtained as part of our acquisition of Xcerra down to current estimated fair values.

Utilizing a portion of the proceeds from the underwritten public offering discussed above in March 2021 the Company made a $100 million payment to(3) reduce its outstanding Term Loan B debt. Loss on extinguishment of debt is the net result after any cash gain is offset by the required reduction in our capitalized debt issuance costs and original issuance discounts.

On October 1, 2018, the Company made the decision to sell the fixtures(4) business acquired from Xcerra, and, as a result, the operating results of the fixtures business have been presented as discontinued operations. The sale of this business was completed in February 2020.

For the three-month period ended March 28, 2020, potentially dilutive securities were excluded from the per share computation due to their antidilutive effect. The Company has utilized the "control number" concept in the computation of diluted earnings per share to determine whether a(5) potential common stock instrument is dilutive. The control number used is income from continuing operations. The control number concept requires that the same number of potentially dilutive securities applied in computing diluted earnings per share from continuing operations be applied to all other categories of income or loss, regardless of their anti-dilutive effect on such categories.

COHU, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in thousands)

March 27,

December 26,

2021

2020

Assets:

Current assets:

Cash and investments (1)

$

291,045

$

170,027

Accounts receivable

196,755

151,919

Inventories

160,871

142,500

Other current assets

27,047

20,600

Total current assets

675,718

485,046

Property, plant & equipment, net

65,776

66,916

Goodwill

246,735

252,304

Intangible assets, net

221,378

233,685

Operating lease right of use assets

29,917

29,203

Other assets

19,231

23,192

Total assets

$

1,258,755

$

1,090,346

Liabilities & Stockholders' Equity:

Current liabilities:

Short-term borrowings

$

5,018

$

5,314

Current installments of long-term debt

3,833

3,075

Deferred profit

12,955

8,671

Other current liabilities

186,227

157,393

Total current liabilities

208,033

174,453

Long-term debt (2)

211,182

311,551

Non-current operating lease liabilities

26,251

25,787

Other noncurrent liabilities

63,815

66,267

Cohu stockholders' equity (1)

749,474

512,288

Total liabilities & stockholders' equity

$

1,258,755

$

1,090,346

COHU, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in thousands)

March 27, December 26,

2021 2020

Assets:

Current assets:

Cash and investments^ (1) $ 291,045 $ 170,027

Accounts receivable 196,755 151,919

Inventories 160,871 142,500

Other current assets 27,047 20,600

Total current assets 675,718 485,046

Property, plant & equipment, net 65,776 66,916

Goodwill 246,735 252,304

Intangible assets, net 221,378 233,685

Operating lease right of use assets 29,917 29,203

Other assets 19,231 23,192

Total assets $ 1,258,755 $ 1,090,346



Liabilities & Stockholders' Equity:

Current liabilities:

Short-term borrowings $ 5,018 $ 5,314

Current installments of long-term debt 3,833 3,075

Deferred profit 12,955 8,671

Other current liabilities 186,227 157,393

Total current liabilities 208,033 174,453

Long-term debt^ (2) 211,182 311,551

Non-current operating lease liabilities 26,251 25,787

Other noncurrent liabilities 63,815 66,267

Cohu stockholders' equity^ (1) 749,474 512,288

Total liabilities & stockholders' equity $ 1,258,755 $ 1,090,346



(1)

On March 8, 2021, the Company closed an underwritten public offering of 4,950,000 shares of its common stock at $41.00 per share. As part of the transaction the underwriters were also granted a 30-day option to purchase up to an aggregate of 742,500 additional shares of common stock to cover over-allotments which they exercised on March 11, 2021. The offering, and the follow-on option to sell additional shares, resulted in net proceeds of approximately $223.1 million, after deducting underwriting discounts and commissions and offering expenses. All of the shares were sold pursuant to an effective shelf registration statement previously filed with the SEC.

(2)

Utilizing a portion of the proceeds from the underwritten public offering discussed above in March 2021 the Company made a $100 million payment to reduce its outstanding Term Loan B debt.

On March 8, 2021, the Company closed an underwritten public offering of 4,950,000 shares of its common stock at $41.00 per share. As part of the transaction the underwriters were also granted a 30-day option to purchase up to an aggregate of 742,500 additional shares of common stock to cover(1) over-allotments which they exercised on March 11, 2021. The offering, and the follow-on option to sell additional shares, resulted in net proceeds of approximately $223.1 million, after deducting underwriting discounts and commissions and offering expenses. All of the shares were sold pursuant to an effective shelf registration statement previously filed with the SEC.

Utilizing a portion of the proceeds from the underwritten public offering(2) discussed above in March 2021 the Company made a $100 million payment to reduce its outstanding Term Loan B debt.

COHU, INC.

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

(in thousands, except per share amounts)

Three Months Ended

March 27,

December 26,

March 28,

2021

2020

2020

Income (loss) from operations - GAAP basis (a)

$

35,730

$

18,774

$

(13,626

)

Non-GAAP adjustments:

Share-based compensation included in (b):

Cost of sales (COS)

262

252

212

Research and development (R&D)

781

802

833

Selling, general and administrative (SG&A)

2,480

2,867

2,566

3,523

3,921

3,611

Amortization of purchased intangible assets (c)

9,244

9,898

9,538

Restructuring charges related to inventory adjustments in COS (d)

400

(550

)

1,603

Restructuring charges (d)

1,340

6,223

403

Manufacturing and sales transition costs included in (e):

COS

-

26

-

R&D

-

6

-

SG&A

-

458

63

-

490

63

Impairment charges (f)

-

-

3,949

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

145

145

243

Reduction of indemnification receivable included in SG&A (h)

-

111

-

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

300

263

-

Income from operations - non-GAAP basis (j)

$

50,682

$

39,275

$

5,784

Income (loss) from continuing operations - GAAP basis

$

27,607

$

14,861

$

(17,318

)

Non-GAAP adjustments (as scheduled above)

14,952

20,501

19,410

Tax effect of non-GAAP adjustments (k)

(2,045

)

(3,556

)

(1,960

)

Income from continuing operations - non-GAAP basis

$

40,514

$

31,806

$

132

GAAP income (loss) from continuing operations per share - diluted

$

0.61

$

0.34

$

(0.42

)

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

$

0.89

$

0.73

$

0.00

Management believes the presentation of these non-GAAP financial measures, when taken together with the corresponding GAAP financial measures, provides meaningful supplemental information regarding the Company's operating performance. Our management uses these non-GAAP financial measures in assessing the Company's operating results, as well as when planning, forecasting and analyzing future periods and these non-GAAP measures allow investors to evaluate the Company's financial performance using some of the same measures as management. Management views share-based compensation as an expense that is unrelated to the Company's operational performance as it does not require cash payments and can vary in amount from period to period and the elimination of amortization and impairment charges provides better comparability of pre and post-acquisition operating results and to results of businesses utilizing internally developed intangible assets. Management initiated certain restructuring activities including employee headcount reductions and other organizational changes to align our business strategies in light of the merger with Xcerra. Restructuring costs have been excluded because such expense is not used by Management to assess the core profitability of Cohu's business operations. Manufacturing and sales transition costs relate principally to expenses incurred as a result of moving certain manufacturing activities to Asia and incremental costs incurred related to the buildup of a direct sales force for certain equipment sales in Asia. Employee severance are costs incurred in conjunction with the termination of certain employees to streamline our operations and reduce costs. Management has excluded these costs primarily because they are not reflective of the ongoing operating results and they are not used to assess ongoing operational performance. Employer payroll taxes related to accelerated vesting share-based awards is dependent on the Company's stock price, the number of awards vested and tax regulations specific to the country in which the employee resides, over which management has limited to no control and, as such, management does not believe it correlates to the Company's operation of the business. Impairment charges have been excluded as these amounts are infrequent and are unrelated to the operational performance of Cohu. Adjustments for PP&E step-up costs have been excluded by management as they are unrelated to the core operating activities of the Company and the frequency and variability in the nature of the charges can vary significantly from period to period. Excluding this data provides investors with a basis to compare Cohu's performance against the performance of other companies without this variability. However, the non-GAAP financial measures should not be regarded as a replacement for (or superior to) corresponding, similarly captioned, GAAP measures. The presentation of non-GAAP financial measures above may not be comparable to similarly titled measures reported by other companies and investors should be careful when comparing our non-GAAP financial measures to those of other companies.

COHU, INC.

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

(in thousands, except per share amounts)

Three Months Ended

March 27, December 26, March 28,

2021 2020 2020

Income (loss) from operations - $ 35,730 $ 18,774 $ (13,626 )GAAP basis (a)

Non-GAAP adjustments:

Share-based compensation included in (b):

Cost of sales (COS) 262 252 212

Research and development (R&D) 781 802 833

Selling, general and 2,480 2,867 2,566 administrative (SG&A)

3,523 3,921 3,611

Amortization of purchased 9,244 9,898 9,538 intangible assets (c)

Restructuring charges related to 400 (550 ) 1,603 inventory adjustments in COS (d)

Restructuring charges (d) 1,340 6,223 403

Manufacturing and sales transition costs included in (e):

COS - 26 -

R&D - 6 -

SG&A - 458 63

- 490 63

Impairment charges (f) - - 3,949

PP&E step-up included in SG&A (g) 145 145 243

Reduction of indemnification - 111 - receivable included in SG&A (h)

Payroll taxes related toaccelerated vesting of 300 263 - share-based awards included in SG&A (i)

Income from operations - non-GAAP $ 50,682 $ 39,275 $ 5,784 basis (j)



Income (loss) from continuing $ 27,607 $ 14,861 $ (17,318 )operations - GAAP basis

Non-GAAP adjustments (as 14,952 20,501 19,410 scheduled above)

Tax effect of non-GAAP (2,045 ) (3,556 ) (1,960 )adjustments (k)

Income from continuing operations $ 40,514 $ 31,806 $ 132 - non-GAAP basis



GAAP income (loss) fromcontinuing operations per share - $ 0.61 $ 0.34 $ (0.42 )diluted



Non-GAAP income from continuing $ 0.89 $ 0.73 $ 0.00 operations per share - diluted (l)



Management believes the presentation of these non-GAAP financial measures, whentaken together with the corresponding GAAP financial measures, providesmeaningful supplemental information regarding the Company's operatingperformance. Our management uses these non-GAAP financial measures in assessingthe Company's operating results, as well as when planning, forecasting andanalyzing future periods and these non-GAAP measures allow investors toevaluate the Company's financial performance using some of the same measures asmanagement. Management views share-based compensation as an expense that isunrelated to the Company's operational performance as it does not require cashpayments and can vary in amount from period to period and the elimination ofamortization and impairment charges provides better comparability of pre andpost-acquisition operating results and to results of businesses utilizinginternally developed intangible assets. Management initiated certainrestructuring activities including employee headcount reductions and otherorganizational changes to align our business strategies in light of the mergerwith Xcerra. Restructuring costs have been excluded because such expense is notused by Management to assess the core profitability of Cohu's businessoperations. Manufacturing and sales transition costs relate principally toexpenses incurred as a result of moving certain manufacturing activities toAsia and incremental costs incurred related to the buildup of a direct salesforce for certain equipment sales in Asia. Employee severance are costsincurred in conjunction with the termination of certain employees to streamlineour operations and reduce costs. Management has excluded these costs primarilybecause they are not reflective of the ongoing operating results and they arenot used to assess ongoing operational performance. Employer payroll taxesrelated to accelerated vesting share-based awards is dependent on the Company'sstock price, the number of awards vested and tax regulations specific to thecountry in which the employee resides, over which management has limited to nocontrol and, as such, management does not believe it correlates to theCompany's operation of the business. Impairment charges have been excluded asthese amounts are infrequent and are unrelated to the operational performanceof Cohu. Adjustments for PP&E step-up costs have been excluded by management asthey are unrelated to the core operating activities of the Company and thefrequency and variability in the nature of the charges can vary significantlyfrom period to period. Excluding this data provides investors with a basis tocompare Cohu's performance against the performance of other companies withoutthis variability. However, the non-GAAP financial measures should not beregarded as a replacement for (or superior to) corresponding, similarlycaptioned, GAAP measures. The presentation of non-GAAP financial measures abovemay not be comparable to similarly titled measures reported by other companiesand investors should be careful when comparing our non-GAAP financial measuresto those of other companies.

(a)

15.8%, 9.3% and (9.8)% of net sales, respectively.

(b)

To eliminate compensation expense for employee stock options, stock units and our employee stock purchase plan.

(c)

To eliminate the amortization of acquired intangible assets.

(d)

To eliminate restructuring costs incurred related to the integration of Xcerra and the Company's German operations.

(e)

To eliminate manufacturing and sales transition and severance costs.

(f)

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

(g)

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

(h)

To eliminate the impact of the reduction of an uncertain tax position liability and related indemnification receivable.

(i)

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

(j)

22.5%, 19.4% and 4.2% of net sales, respectively.

(k)

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

(l)

All periods presented were computed using the number of GAAP diluted shares outstanding except the three months ended March 28, 2020 which was computed using 42,428 shares outstanding as the effect of dilutive securities was excluded from GAAP diluted common shares due to the reported net loss under GAAP, but are included for non-GAAP diluted common shares since the Company has non-GAAP net income.

(a) 15.8%, 9.3% and (9.8)% of net sales, respectively.

(b) To eliminate compensation expense for employee stock options, stock units and our employee stock purchase plan.

(c) To eliminate the amortization of acquired intangible assets.

(d) To eliminate restructuring costs incurred related to the integration of Xcerra and the Company's German operations.

(e) To eliminate manufacturing and sales transition and severance costs.

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

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

(h) To eliminate the impact of the reduction of an uncertain tax position liability and related indemnification receivable.

To eliminate the impact of employer payroll taxes associated with the(i) acceleration of Pascal Rond? share-based awards under the terms of his separation agreement.

(j) 22.5%, 19.4% and 4.2% of net sales, respectively.

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

All periods presented were computed using the number of GAAP diluted shares outstanding except the three months ended March 28, 2020 which was(l) computed using 42,428 shares outstanding as the effect of dilutive securities was excluded from GAAP diluted common shares due to the reported net loss under GAAP, but are included for non-GAAP diluted common shares since the Company has non-GAAP net income.

COHU, INC.

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

(in thousands)

Three Months Ended

March 27,

December 26,

March 28,

2021

2020

2020

Gross Profit Reconciliation

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

$

102,205

$

91,241

$

56,084

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

662

(272

)

1,815

Gross profit - Non-GAAP basis

$

102,867

$

90,969

$

57,899

As a percentage of net sales:

GAAP gross profit

45.3

%

45.1

%

40.4

%

Non-GAAP gross profit

45.6

%

45.0

%

41.7

%

Adjusted EBITDA Reconciliation

Net income (loss) attributable to Cohu - GAAP Basis

$

27,607

$

14,861

$

(17,276

)

Income from discontinued operations

-

-

(42

)

Income tax provision (benefit)

3,575

405

(992

)

Interest expense

2,575

2,855

4,427

Interest income

(50

)

(14

)

(147

)

Amortization of purchased intangible assets

9,244

9,898

9,538

Depreciation

3,323

3,565

3,416

Amortization of cloud-based software implementation costs (2)

370

360

205

Loss on extinguishment of debt

1,761

25

-

Other non-GAAP adjustments (as scheduled above)

5,563

10,458

9,629

Adjusted EBITDA

$

53,968

$

42,413

$

8,758

As a percentage of net sales:

Net income (loss) attributable to Cohu - GAAP Basis

12.2

%

7.3

%

(12.4

)%

Adjusted EBITDA

23.9

%

21.0

%

6.3

%

Operating Expense Reconciliation

Operating Expense - GAAP basis

$

66,475

$

72,467

$

69,710

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

(14,290

)

(20,773

)

(17,595

)

Operating Expenses - Non-GAAP basis

$

52,185

$

51,694

$

52,115

COHU, INC.

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

(in thousands)

Three Months Ended

March 27, December March 28, 26,

2021 2020 2020



Gross Profit Reconciliation

Gross profit - GAAP basis (excluding $ 102,205 $ 91,241 $ 56,084 amortization)^ (1)

Non-GAAP adjustments to cost of sales 662 (272 ) 1,815 (as scheduled above)

Gross profit - Non-GAAP basis $ 102,867 $ 90,969 $ 57,899



As a percentage of net sales:

GAAP gross profit 45.3 % 45.1 % 40.4 %

Non-GAAP gross profit 45.6 % 45.0 % 41.7 %



Adjusted EBITDA Reconciliation

Net income (loss) attributable to $ 27,607 $ 14,861 $ (17,276 )Cohu - GAAP Basis

Income from discontinued operations - - (42 )

Income tax provision (benefit) 3,575 405 (992 )

Interest expense 2,575 2,855 4,427

Interest income (50 ) (14 ) (147 )

Amortization of purchased intangible 9,244 9,898 9,538 assets

Depreciation 3,323 3,565 3,416

Amortization of cloud-based software 370 360 205 implementation costs^ (2)

Loss on extinguishment of debt 1,761 25 -

Other non-GAAP adjustments (as 5,563 10,458 9,629 scheduled above)

Adjusted EBITDA $ 53,968 $ 42,413 $ 8,758



As a percentage of net sales:

Net income (loss) attributable to 12.2 % 7.3 % (12.4 )Cohu - GAAP Basis %

Adjusted EBITDA 23.9 % 21.0 % 6.3 %



Operating Expense Reconciliation

Operating Expense - GAAP basis $ 66,475 $ 72,467 $ 69,710

Non-GAAP adjustments to operating (14,290 ) (20,773 ) (17,595 )expenses (as scheduled above)

Operating Expenses - Non-GAAP basis $ 52,185 $ 51,694 $ 52,115



(1)

Excludes amortization of $7,101, $7,541 and $7,266 for the three months ending March 27, 2021, December 26, 2020 and March 28, 2020, respectively.

(2)

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

View source version on businesswire.com: https://www.businesswire.com/news/home/20210429005214/en/

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