COHU INC (Form: 10-Q, Received: 08/04/2015 15:43:31)

Item 1.

COHU, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except par value)

	June 27,			December 27,
	2015			2014 *
ASSETS	(Unaudited)
Current assets:
Cash and cash equivalents	$	72,588		$	70,885
Short-term investments		1,453			1,155
Accounts receivable, net		69,784			70,490
Inventories:
Raw materials and purchased parts		27,780			26,239
Work in process		18,766			19,044
Finished goods		6,667			3,917
		53,213			49,200
Refundable income taxes		114			1,012
Deferred income taxes		3,490			4,406
Other current assets		8,091			7,351
Current assets of discontinued operations (Note 2)		-			10,318
Total current assets		208,733			214,817
Property, plant and equipment, at cost:
Land and land improvements		11,433			11,762
Buildings and building improvements		31,265			31,065
Machinery and equipment		32,254			32,356
		74,952			75,183
Less accumulated depreciation and amortization		(43,994	)		(43,329	)
Net property, plant and equipment		30,958			31,854
Goodwill		61,295			63,132
Intangible assets, net		30,160			33,087
Other assets		5,633			5,928
	$	336,779		$	348,818

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	28,681		$	25,119
Accrued compensation and benefits		13,508			18,687
Accrued warranty		3,308			4,846
Deferred profit		7,648			6,941
Income taxes payable		4,516			3,133
Other accrued liabilities		6,099			6,969
Current liabilities of discontinued operations (Note 2)		-			2,783
Total current liabilities		63,760			68,478
Accrued retirement benefits		15,215			13,180
Deferred income taxes		9,687			11,062
Noncurrent income tax liabilities		7,046			7,321
Other accrued liabilities		1,904			1,003
Noncurrent liabilities of discontinued operations (Note 2)		-			706

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, 26,108 shares issued and outstanding in 2015 and 25,692 shares in 2014		26,108			25,692
Paid-in capital		101,207			97,938
Retained earnings		128,231			134,152
Accumulated other comprehensive loss		(16,379	)		(10,714	)
Total stockholders' equity		239,167			247,068
	$	336,779		$	348,818

*Derived from December 27, 2014 audited financial statements

The accompanying notes are an integral part of these statements.

COHU, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands, except per share amounts)

	Three Months Ended					Six Months Ended
	June 27,			June 28,		June 27,			June 28,
	2015			2014		2015			2014

Net sales	$	75,211		$	74,299	$	138,658		$	134,469
Cost and expenses:
Cost of sales		49,509			50,036		92,811			90,176
Research and development		7,731			8,884		16,296			18,348
Selling, general and administrative		13,811			12,473		26,083			25,860
		71,051			71,393		135,190			134,384
Income from operations		4,160			2,906		3,468			85
Interest and other, net		4			5		10			19
Income from continuing operations before taxes		4,164			2,911		3,478			104
Income tax provision		277			711		1,311			611
Income (loss) from continuing operations		3,887			2,200		2,167			(507	)
Income (loss) from discontinued operations, net of tax (Note 2)		(3,959	)		1,963		(4,979	)		1,322
Net income (loss)	$	(72	)	$	4,163	$	(2,812	)	$	815

Income (loss) per share:
Basic:
Income (loss) from continuing operations	$	0.15		$	0.09	$	0.08		$	(0.02	)
Income (loss) from discontinued operations		(0.15	)		0.07		(0.19	)		0.05
Net income (loss)	$	0.00		$	0.16	$	(0.11	)	$	0.03

Diluted:
Income (loss) from continuing operations	$	0.15		$	0.09	$	0.08		$	(0.02	)
Income (loss) from discontinued operations		(0.15	)		0.07		(0.19	)		0.05
Net income (loss)	$	0.00		$	0.16	$	(0.11	)	$	0.03

Weighted average shares used in computing
Income (loss) per share:
Basic		26,059			25,324		25,905			25,223
Diluted		26,722			25,797		26,620			25,223

Cash dividends declared per share	$	0.06		$	0.06	$	0.12		$	0.12

The accompanying notes are an integral part of these statements.

COHU, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

(in thousands)

	Three Months Ended						Six Months Ended
	June 27,			June 28,			June 27,			June 28,
	2015			2014			2015			2014

Net income (loss)	$	(72	)	$	4,163		$	(2,812	)	$	815
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments		2,810			(380	)		(5,533	)		(95	)
Adjustments related to postretirement benefits		(77	)		(124	)		(132	)		(80	)
Other comprehensive income (loss), net of tax		2,733			(504	)		(5,665	)		(175	)
Comprehensive income (loss)	$	2,661		$	3,659		$	(8,477	)	$	640

The accompanying notes are an integral part of these statements.

COHU, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)

	Six Months Ended
	June 27,			June 28,
	2015			2014
Cash flows from operating activities:
Net income (loss)	$	(2,812	)	$	815
Reconciliation of net income (loss) to net cash provided by (used in) operating activities:
Loss on disposal of microwave communications equipment business		3,010			-
Gain on disposal of video camera segment		-			(4,133	)
Operating cash flows of discontinued operations		(1,039	)		1,699
Depreciation and amortization		5,776			6,522
Share-based compensation expense		3,444			3,048
Deferred income taxes		(1,149	)		(723	)
Asset impairment charge		279			-
Other accrued liabilities		1,068			66
Changes in other assets		(158	)		-
Changes in current assets and liabilities, excluding effects from divestitures:
Accounts receivable		1,069			(13,317	)
Inventories		(5,682	)		(6,594	)
Other current assets		908			(573	)
Accounts payable		3,565			6,560
Deferred profit		787			3,490
Income taxes payable, including excess stock option exercise benefit		1,093			199
Accrued compensation, warranty and other liabilities		(6,409	)		1,917
Net cash provided by (used in) operating activities		3,750			(1,024	)
Cash flows from investing activities, excluding effects from divestitures:
Cash received from sale of microwave communications equipment business		5,339			-
Cash received from sale of video camera business		-			9,886
Purchases of property, plant and equipment		(2,199	)		(1,003	)
Purchases of short-term investments		(453	)		-
Sales and maturities of short-term investments		155			1,000
Changes in other assets		-			(102	)
Investing cash flows of discontinued operations		(74	)		(109	)
Net cash provided by investing activities		2,768			9,672
Cash flows from financing activities:
Cash dividends paid		(3,082	)		(3,011	)
Issuance of stock, net of repurchases		104			139
Net cash used in financing activities		(2,978	)		(2,872	)
Effect of exchange rate changes on cash and cash equivalents		(1,837	)		525
Net increase in cash and cash equivalents		1,703			6,301
Cash and cash equivalents at beginning of period		70,885			51,668
Cash and cash equivalents at end of period	$	72,588		$	57,969

Supplemental disclosure of cash flow information:
Cash paid (refunded) for income taxes	$	(534	)	$	591
Inventory capitalized as property, plant and equipment	$	172		$	122
Dividends declared but not yet paid	$	1,566		$	1,524

The accompanying notes are an integral part of these statements.

Cohu, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

June 27, 2015

1.	Summary of Significant Accounting Policies

Basis of Presentation

Our fiscal years are based on a 52- or 53-week period ending on the last Saturday in December. The condensed consolidated balance sheet at December 27, 2014 has been derived from our audited financial statements at that date. The interim condensed consolidated financial statements as of June 27, 2015 (also referred to as “the second quarter of fiscal 2015” and “the first six months of fiscal 2015”) and June 28, 2014 (also referred to as “the second quarter of fiscal 2014” and “the first six months of fiscal 2014”) are unaudited. However, in management’s opinion, these financial statements reflect all adjustments (consisting only of normal, recurring items) necessary to provide a fair presentation of our financial position, results of operations and cash flows for the periods presented. The six-month periods ended June 27, 2015 and June 28, 2014 were each comprised of 13 and 26 weeks, respectively.

Our interim results are not necessarily indicative of the results that should be expected for the full year. For a better understanding of Cohu, Inc. and our financial statements, we recommend reading these interim condensed consolidated financial statements in conjunction with our audited financial statements for the year ended December 27, 2014, which are included in our 2014 Annual Report on Form 10-K, filed with the U. S. Securities and Exchange Commission (“SEC”). In the following notes to our interim condensed consolidated financial statements, Cohu, Inc. is referred to as “Cohu”, “we”, “our” and “us”.

Certain prior-period amounts in our condensed consolidated financial statements have been reclassified to conform to the current period presentation. These reclassifications have no effect on previously reported net income.

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 Item 1A. “Risk Factors” included in this Form 10-Q . Understanding these risks and uncertainties is integral to the review of our interim condensed consolidated financial statements.

Discontinued Operations

On June 10, 2015 we sold all of the outstanding stock of our mobile microwave communications equipment business, Broadcast Microwave Services, Inc. (“BMS”) and on June 6, 2014 we completed the sale of our video camera business, Cohu Electronics. The operating results of BMS and Cohu Electronics are being presented as discontinued operations and all prior period amounts have been reclassified accordingly. See Note 2, “Discontinued Operations” for additional information. Unless otherwise indicated, all amounts herein relate to continuing operations.

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.

Trade accounts receivable are presented net of allowance for doubtful accounts of $0.1 million and $0.2 million at June 27, 2015 and December 27, 2014, respectively. Our customers include semiconductor manufacturers and semiconductor test subcontractors located throughout many areas of the world. While we believe that our allowance for doubtful accounts is adequate and represents our best estimate at June 27, 2015, we will continue to monitor customer liquidity and other economic conditions, which may result in changes to our estimates regarding collectability.

Goodwill, Other Intangible Assets and 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.

Cohu, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

June 27, 2015

We conduct our annual goodwill impairment test as of October 1st of each year. As of October 1, 2014, we concluded there was no impairment as the estimated fair value of our semiconductor equipment reporting unit exceeded its carrying value by approximately 35%.

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.

Foreign Currency Translation

Assets and liabilities of our wholly owned foreign 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. Certain of our foreign subsidiaries have designated the local currency 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. During the three- and six-month periods ended June 27, 2015 we recognized approximately $0.6 million and $0.4 million of foreign exchange losses in our consolidated statement of operations, respectively. Gains and losses were not significant in any other period presented. Cumulative translation adjustments resulting from the translation of the financial statements are included as a separate component of stockholders’ equity.

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.

Reported share-based compensation is classified, in the condensed consolidated interim financial statements, as follows (in thousands) :

	Three Months Ended						Six Months Ended
	June 27,			June 28,			June 27,			June 28,
	2015			2014			2015			2014
Cost of sales	$	198		$	190		$	313		$	265
Research and development		254			422			585			911
Selling, general and administrative		1,294			1,001			2,546			1,872
Total share-based compensation		1,746			1,613			3,444			3,048
Income tax benefit		(67	)		(56	)		(111	)		(97	)
Total share-based compensation, net	$	1,679		$	1,557		$	3,333		$	2,951

Cohu, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

June 27, 2015

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 (loss) 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 three and six months ended June 27, 2015, options to issue approximately 843,000 and 940,000 shares of common stock were excluded from the computation, respectively. For the three and six months ended June 28, 2014, options to issue approximately 2,231,000 and 2,257,000 shares of common stock were excluded from the computation, respectively.

The following table reconciles the denominators used in computing basic and diluted income (loss) per share ( in thousands) :

	Three Months Ended				Six Months Ended
	June 27,		June 28,		June 27,		June 28,
	2015		2014		2015		2014
Weighted average common shares		26,059		25,324		25,905		25,223
Effect of dilutive stock options		663		473		715		-
		26,722		25,797		26,620		25,223

Cohu has utilized the “control number” concept in the computation of diluted earnings per share to determine whether potential common stock instruments are dilutive. The control number used is income (loss) 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. Therefore, no dilutive effect has been recognized in the calculation of income from discontinued operations per share for the six months ended June 28, 2014.

Revenue Recognition

Our revenue recognition policy is disclosed in Note 1 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 27, 2014. As more fully described in that policy, revenue from products that have not previously satisfied customer acceptance requirements is recognized upon customer acceptance. The gross profit on sales that are not recognized is generally recorded as deferred profit and reflected as a current liability in our consolidated balance sheet.

At June 27, 2015, we had deferred revenue totaling approximately $12.1 million and deferred profit of $7.6 million. At December 27, 2014, we had deferred revenue totaling approximately $10.7 million and deferred profit of $6.9 million. The periodic increase is primarily a result of deferrals of revenue associated with product shipments made to our customers in accordance with our revenue recognition policy.

A small number of customers historically have been responsible for a significant portion of our net sales. Significant customer concentration information is as follows (in thousands) :

	Three Months Ended				Six Months Ended
	June 27,		June 28,		June 27,		June 28,
	2015		2014		2015		2014

Customers individually accounting for more than 10% of net sales		two		three		two		three

Percentage of net sales		28%		39%		28%		39%

Cohu, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

June 27, 2015

Comprehensive Loss

Our accumulated other comprehensive loss balance totaled approximately $16.4 million and $10.7 million at June 27, 2015 and December 27, 2014, respectively, and was attributed to all non-owner changes in stockholders’ equity and consists of, on an after-tax basis where applicable, foreign currency adjustments resulting from the translation of certain of our subsidiary accounts where the functional currency is not the U.S. Dollar and adjustments related to postretirement benefits. Reclassification adjustments from accumulated other comprehensive income during the first six months of fiscal 2015 and 2014 were not significant.

Retiree Medical Benefits

We provide post-retirement health benefits to certain executives and directors under a noncontributory plan. The net periodic benefit cost incurred during the first six months of fiscal 2015 and 2014 was not significant.

Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements – In April 2014, the Financial Accounting Standards Board (“FASB”) issued new guidance on reporting discontinued operations and disclosures of disposals of components of an entity, which amends the existing definition of a discontinued operation and requires entities to disclose additional information about disposal transactions that do not meet the discontinued operations criteria. The guidance redefines a discontinued operation as a component or group of components of an entity that has been disposed of by sale or other than by sale or is classified as held for sale and represents a strategic shift that has a major effect on an entity’s operations and financial results. The guidance was effective prospectively for disposals or components classified as held for sale in periods on or after December 15, 2014 with early adoption permitted. Cohu elected to implement this new guidance in the second quarter of fiscal 2014 and the adoption did not have a material impact on our consolidated financial position, results of operations or cash flows.

Recently Issued Accounting Pronouncements – In May 2014, the FASB issued new guidance on revenue from contracts with customers. The amended guidance outlines a single comprehensive revenue model for entities to use in accounting for revenue arising from contracts with customers. The guidance supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” Entities have the option of using either a full retrospective or modified approach to adopt the guidance. This guidance is effective for fiscal years, and interim reporting periods within those years, beginning after December 15, 2016. In April 2015, the FASB agreed to propose a one-year deferral of the revenue recognition standard's effective date for all entities, which would change the effectiveness to annual reporting periods beginning after December 15, 2017, with the option to adopt as early as December 15, 2016. We are currently evaluating the impact of the new guidance on our financial statements and have not yet determined which transition method we will utilize upon adoption or the potential impact of this new guidance on our consolidated financial statements.

In August 2014, the FASB issued new guidance on going concern, which requires management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures in certain circumstances. This guidance is effective for annual and interim periods beginning after December 15, 2016 with early adoption permitted. We do not believe the adoption of this guidance will have a material impact on our consolidated financial statements.

On April 15, 2015, the FASB issued an amendment to the accounting guidance that provides a practical expedient to companies whose fiscal year end does not coincide with a calendar month-end. The practical expedient permits the entity to measure defined benefit plan assets and obligations using the calendar month-end that is closest to the entity’s fiscal year-end and apply the practical expedient consistently from year to year. The standard is effective for annual reporting periods beginning after December 15, 2015 with early adoption permitted. We do not believe the adoption of this guidance will have a material impact on our consolidated financial statements.

Cohu, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

June 27, 2015

2.	Discontinued Operations

We have finalized the sale of our two non-core businesses, BMS and Cohu Electronics. In June 2015, we sold all of the outstanding stock of BMS for $8.0 million, comprised of a $5.5 million in cash and up to $2.5 million of contingent consideration. The sales price is subject to a working capital adjustment and, as a result, adjustments to the loss from sale reported below are possible. In June 2014, we sold substantially all the assets of our video camera business, Cohu Electronics for $9.5 million in cash and $0.5 million in contingent consideration. Our decision to sell these businesses resulted from management’s determination that they were no longer a strategic fit within our organization.

As part of the divestiture of BMS at June 27, 2015 we recorded a $0.2 million, long-term contingent consideration receivable that has been classified as Level 3 in the fair value hierarchy. See Note 4, “Financial Instruments Measured at Fair Value” for additional information on the three-tier fair value hierarchy. The contingent consideration represents the estimated fair value of future payments we are due based on BMS achieving annual revenue targets in certain years as specified in the sale agreement. We determined the initial value of the contingent consideration by using the Monte Carlo simulation model and any future changes to the fair value of the contingent consideration will be recognized in earnings.

Balance sheet information for BMS presented as discontinued operations is summarized as follows (in thousands) :

	June 27,		December 27,
	2015		2014
Assets:
Accounts receivable, net	$	-	$	3,156
Inventories		-		6,345
Other current assets		-		817
Total assets	$	-	$	10,318


Liabilities:
Deferred Profit	$	-	$	504
Other accrued current liabilities		-		2,279
Total current liabilities		-		2,783
Noncurrent liabilities		-		706
Total liabilities	$	-	$	3,489

Operating results of our discontinued operations is summarized as follows (in thousands) :

	Three Months Ended						Six Months Ended
	June 27,			June 28,			June 27,			June 28,
	2015			2014			2015			2014

Net sales:
Mobile microwave equipment segment	$	2,344		$	3,551		$	6,965		$	8,245
Video camera segment		-			1,907			-			5,460
	$	2,344		$	5,458		$	6,965		$	13,705
Operating loss before income taxes:
Mobile microwave equipment segment		(1,049	)		(1,861	)		(1,963	)		(2,464	)
Video camera segment		-			(363	)		-			(242	)
		(1,049	)		(2,224	)		(1,963	)		(2,706	)
Loss from sale of BMS		(2,910	)		-			(3,010	)		-
Gain from sale of Cohu Electronics		-			4,248			-			4,133
Income (loss) before taxes		(3,959	)		2,024			(4,973	)		1,427
Income tax provision		-			61			6			105
Income (loss), net of tax	$	(3,959	)	$	1,963		$	(4,979	)	$	1,322

Cohu, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

June 27, 2015

In connection with the divestiture of our two non-core business segments we incurred divestiture-related costs that would not have been incurred otherwise. These costs consist of legal and investment banking advisory services, success based compensation arrangements and certain other items that are incremental to normal operating charges and were expensed as incurred. These costs are included in the gain (loss) from sale amounts presented above. For the three and six months ended June 27, 2015 divestiture-related costs associated with the sale of BMS totaled $0.9 million and $1.0 million, respectively, and for the three and six months ended June 28, 2014 divestiture-related costs associated with the sale of Cohu Electronics totaled $0.7 million and $0.8 million, respectively.

3.	Goodwill and Other Purchased Intangible Assets

Changes in the carrying value of goodwill during the year ended December 27, 2014 and the six-month period ended June 27, 2015 were as follows ( in thousands ):

	Goodwill
Balance, December 28, 2013	$	67,983
Impact of currency exchange		(4,851	)
Balance, December 27, 2014		63,132
Impact of currency exchange		(1,837	)
Balance, June 27, 2015	$	61,295

Purchased intangible assets, subject to amortization are as follows ( in thousands ) :

	June 27, 2015						December 27, 2014
	Gross Carrying Amount		Accumulated Amortization		Remaining Useful Life (years)		Gross Carrying Amount		Accumulated Amortization
Rasco technology	$	27,372	$	22,479		1.5	$	29,845	$	22,616
Ismeca technology		28,575		9,095		5.5		27,014		6,879
	$	55,947	$	31,574			$	56,859	$	29,495

Amortization expense related to intangible assets was approximately $1.7 million in the second quarter of fiscal 2015 and $3.5 million in the first six months of fiscal 2015. Amortization expense related to intangible assets was approximately $2.0 million in the second quarter of fiscal 2014 and $4.0 million in the first six months of fiscal 2014. The amounts included in the table above for the period ended June 27, 2015 exclude approximately $1.9 million and $3.9 million, for trade names of Rasco and Ismeca, respectively. For the period ended December 27, 2014 these amounts were approximately $2.1 million and $3.6 million for Rasco and Ismeca, respectively. The trade names were determined to have an indefinite life and are not currently being amortized. Changes in the carrying values of these intangible assets are a result of the impact of fluctuations in currency exchange rates.

4.	Financial Instruments Measured at Fair Value

Our cash, cash equivalents, and short-term investments consisted primarily of cash and other investment grade securities. We do not hold investment securities for trading purposes. All short-term investments are classified as available-for-sale and recorded at fair value. Investment securities are exposed to market risk due to changes in interest rates and credit risk and we monitor credit risk and attempt to mitigate exposure by making high-quality investments and through investment diversification.

Gains and losses on investments are calculated using the specific-identification method and are recognized during the period in which the investment is sold or when an investment experiences an other-than-temporary decline in value. Factors that could indicate an impairment exists include, but are not limited to: earnings performance, changes in credit rating or adverse changes in the regulatory or economic environment of the asset. Gross realized gains and losses on sales of short-term investments are included in interest income. Realized gains and losses for the periods presented were not significant.

Cohu, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

June 27, 2015

Investments that we have classified as short-term, by security type, are as follows ( in thousands ) :

	June 27, 2015
			Gross		Gross		Estimated
	Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value
Foreign government security	$	453	$	-	$	-	$	453
Bank certificates of deposit		1,000		-		-		1,000
	$	1,453	$	-	$	-	$	1,453

	December 27, 2014
			Gross		Gross		Estimated
	Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value
Municipal securities	$	155	$	-	$	-	$	155
Bank certificates of deposit		1,000		-		-		1,000
	$	1,155	$	-	$	-	$	1,155

Effective maturities of short-term investments are as follows (in thousands) :

	June 27, 2015				December 27, 2014
	Amortized		Estimated		Amortized		Estimated
	Cost		Fair Value		Cost		Fair Value
Due in one year or less	$	1,453	$	1,453	$	1,155	$	1,155

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, and they are included in Level 2.

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 June 27, 2015 using:
							Total estimated
	Level 1		Level 2		Level 3		fair value
Cash	$	67,594	$	-	$	-	$	67,594
Money market funds		-		4,994		-		4,994
Bank certificates of deposit		-		1,000		-		1,000
Foreign government security		-		453		-		453
	$	67,594	$	6,447	$	-	$	74,041

	Fair value measurements at December 27, 2014 using:
							Total estimated
	Level 1		Level 2		Level 3		fair value
Cash	$	66,467	$	-	$	-	$	66,467
Municipal securities		-		155		-		155
Money market funds		-		4,418		-		4,418
Bank certificates of deposit		-		1,000		-		1,000
	$	66,467	$	5,573	$	-	$	72,040

Cohu, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

June 27, 2015

5.	Employee Stock Benefit Plans

Our 2005 Equity Incentive Plan is a broad-based, long-term retention program intended to attract, motivate, and retain talented employees as well as align stockholder and employee interests. Awards that may be granted under the program include, but are not limited to, non-qualified and incentive stock options, restricted stock units, and performance-based stock units. We settle employee stock option exercises, ESPP purchases, and the vesting of restricted stock units, and performance-based stock units with newly issued common shares. On May 12, 2015 our stockholders approved an amendment to the 2005 Equity Plan which increased the number of shares that may be issued under the Plan by 1,500,000 shares. Subsequent to this amendment, at June 27, 2015, there were 2,203,876 shares available for future equity grants under the 2005 Equity Incentive Plan. We have historically issued new shares of our common stock upon share option exercise.

Stock Options

Stock options may be granted to employees, consultants and directors to purchase a fixed number of shares of our common stock. The exercise prices of options granted are at least equal to the fair market value of our common stock on the dates of grant and options generally vest and become exercisable after one year or in four annual increments beginning one year after the date of grant. Stock options granted under the program have a maximum contractual term of ten years.

At June 27, 2015, we had 2,092,789 stock options outstanding. These options had a weighted-average exercise price of $11.28 per share, an aggregate intrinsic value of approximately $5.6 million and the weighted average remaining contractual term was approximately 4.8 years.

At June 27, 2015, we had 1,765,527 stock options outstanding that were exercisable. These options had a weighted-average exercise price of $11.50 per share, an aggregate intrinsic value of $4.5 million and the weighted average remaining contractual term was approximately 4.3 years.

Restricted Stock Units

We issue restricted stock units to certain employees, consultants and 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.

In the six months ended June 27, 2015 , we awarded restricted stock units covering 473,101 shares of our common stock to employees and at June 27, 2015, we had 1,112,477 restricted stock units outstanding with an aggregate intrinsic value of approximately $14.7 million and the weighted average remaining vesting period was approximately 1.7 years.

Equity-Based Performance Stock Units

In March 2012, we began granting equity-based performance units covering shares of our common stock to certain employees. The number of shares of stock ultimately issued will depend upon the extent to which certain financial performance goals set by our Board of Directors are met during the one-year award measurement period. Based upon the level of achievement of performance goals the number of shares we ultimately issue can range from 0% up to 150% of the number of shares under each grant which vest over 3 years from the date of initial grant. In 2014, we began awarding equity-based performance stock units to senior executives with vesting that is contingent on the level of achievement of certain performance goals, market return and continued service (“market-based PSUs”) and in 2015, the market-based PSUs granted are only subject to certain adjustments resulting from performance of Cohu’s Relative Total Shareholder Return (“TSR”) to a selected peer group over a two-year measurement period following the date of grant based on the percentage by which our TSR exceeds or falls below the selected peer group. Market-based PSUs earned will vest at the rate of 50% on the second and third anniversary of their grant. We estimated the fair value of market-based PSUs using a Monte Carlo simulation model on the date of grant. Compensation expense is recognized ratably over the measurement period of each vesting tranche based on our current assessment of achievement of the performance goals. New shares of our common stock will be issued on the date the equity-based performance units vest.

Cohu, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

June 27, 2015

In the six months ended June 27, 2015 , we awarded 156,370 market-based performance stock units to senior executives, and at June 27, 2015, we had 376,374 PSUs and market based PSUs outstanding with an aggregate intrinsic value of approximately $5.0 million and the weighted average remaining vesting period was approximately 1.6 years.

Employee Stock Purchase Plan (ESPP)

The Cohu, Inc. 1997 Employee Stock Purchase Plan (“the Plan”) provides for the issuance of shares of our common stock. Under the Plan, eligible employees may purchase shares of Cohu common stock through payroll deductions at a price equal to 85 percent of the lower of the fair market value of Cohu common stock at the beginning or end of each 6-month purchase period, subject to certain limits. On May 12, 2015 our stockholders approved an amendment to the Plan which increased the number of shares that may be issued under the Plan by 750,000 shares. During the three-month period ended June 27, 2015, 69,270 shares of our common stock were sold to our employees under the Plan leaving 864,321 shares available for future issuance.

6.	Income Taxes

Ordinarily, interim tax provisions are calculated using the estimated effective tax rate (“ETR”) expected to be applicable for the full fiscal year. However, when a reliable estimate of the annual ETR cannot be made, the actual ETR for the year-to-date period may be the best estimate of the annual ETR. For the three and six months ended June 27, 2015 and June 28, 2014 we used the actual year-to-date ETR in computing our tax provision, as a reliable estimate of the annual ETR cannot be made, since relatively small changes in our projected income produce a significant variation in our ETR. The actual year-to-date ETR on income from continuing operations for the three months ended June 27, 2015 and June 28, 2014, was 6.7% and 24.4%, respectively, and for the six months ended June 27, 2015 and June 28, 2014 was 37.7% and 587.5%, respectively. The tax provision on income from continuing operations in 2015 and 2014 differs from the U.S. federal statutory rate primarily due to the lack of a provision (benefit) on our domestic income (losses) as a result of our valuation allowance on deferred tax assets, foreign income taxed at lower rates, changes in our deferred tax asset valuation allowance, state taxes and changes and interest related to unrecognized tax benefits.

There was no material change to our unrecognized tax benefits and interest accrued related to unrecognized tax benefits during the three or six month periods ended June 27, 2015 and June 28, 2014.

7.	Contingencies

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. The outcome of any litigation is inherently uncertain. While there can be no assurance, we do not believe at the present time that the resolution of such matters will have a material adverse effect on our assets, financial position or results of operations.

8.	Guarantees

Our products are generally sold with warranty periods that range from 12 to 36 months following sale or acceptance. Parts and labor are covered under the terms of the warranty agreement. The warranty provision is based on historical and projected experience by product and configuration. Changes in accrued warranty were as follows ( in thousands ) :

	Three Months Ended						Six Months Ended
	June 27,			June 28,			June 27,			June 28,
	2015			2014			2015			2014
Balance at beginning of period	$	5,351		$	4,408		$	5,848		$	4,673
Warranty expense accruals		1,928			1,065			3,195			2,242
Warranty payments		(2,067	)		(1,229	)		(3,831	)		(2,671	)
Balance at end of period	$	5,212		$	4,244		$	5,212		$	4,244

Accrued warranty amounts expected to be incurred after one year are included in non-current other accrued liabilities in the condensed consolidated balance sheet. These amounts total $1.9 million at June 27, 2015 and $1.1 million at December 27, 2014. Prior-period long-term accrued warranty amounts have been reclassified to a long term liability in the December 31, 2014 balance sheet to conform to the current period presentation. This reclassification had no effect on previously reported net income and is considered immaterial.

Cohu, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

June 27, 2015

From time-to-time, during the ordinary course of business, we provide standby letters of credit for certain contingent liabilities under contractual arrangements, including customer contracts. As of June 27, 2015, the maximum potential amount of future payments that Cohu could be required to make under these standby letters of credit was approximately $0.2 million. We have not recorded any liability in connection with these guarantee 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.

Cohu, Inc.

Delaware	95-1934119
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)

12367 Crosthwaite Circle, Poway, California	92064-6817
(Address of principal executive offices)	(Zip Code)

Part I	Financial Information	Page Number

Item 1.	Financial Statements:

	Condensed Consolidated Balance Sheets June 27, 2015 (unaudited) and December 27, 2014	3

	Condensed Consolidated Statements of Operations (unaudited) Three and Six Months Ended June 27, 2015 and June 28, 2014	4

	Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited) Three and Six Months Ended June 27, 2015 and June 28, 2014	5

	Condensed Consolidated Statements of Cash Flows (unaudited) Six Months Ended June 27, 2015 and June 28, 2014	6

	Notes to Unaudited Condensed Consolidated Financial Statements	7

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	17

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23

Item 4.	Controls and Procedures	24

Part II	Other Information

Item 1.	Legal Proceedings	25

Item 1A.	Risk Factors	25

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31

Item 3.	Defaults Upon Senior Securities	31

Item 4.	Mine Safety Disclosures	31

Item 5.	Other Information	31

Item 6.	Exhibits	32

Signatures		33

	Three Months Ended						Six Months Ended
	June 27,			June 28,			June 27,			June 28,
	2015			2014			2015			2014
Net sales		100.0	%		100.0	%		100.0	%		100.0	%
Cost of sales		(65.8	)		(67.3	)		(66.9	)		(67.1	)
Gross margin		34.2			32.7			33.1			32.9
Research and development		(10.3	)		(12.0	)		(11.8	)		(13.6	)
Selling, general and administrative		(18.4	)		(16.8	)		(18.8	)		(19.2	)
Income from operations		5.5	%		3.9	%		2.5	%		0.1	%

	June 27,		December 27,		Increase			Percentage
(in thousands)	2015		2014		(Decrease)			Change
Cash, cash equivalents and short-term investments	$	74,041	$	72,040	$	2,001			2.8	%
Working capital	$	144,973	$	146,339	$	(1,366	)		(0.9	)%

Item 6.		Exhibits.
3(i).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(i).2		Certificate of Amendment of Amended and Restated Certificate of Incorporation of Cohu, Inc. incorporated herein by reference to Exhibit 4.1(a) from the Cohu, Inc. Form S-8 filed with the Securities and Exchange Commission on June 30, 2000

3(ii)		Amended and Restated Bylaws of Cohu, Inc. incorporated herein by reference to Exhibit 3.2 from the Cohu, Inc. 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 to Exhibit 99.1 from the Cohu, Inc. Report on Form 8-K filed with the Securities and Exchange Commission on November 13, 2006

10.1		Form of employee restricted stock unit agreement for use with restricted stock units granted pursuant to the Cohu, Inc. 2005 Equity Incentive Plan. *

10.2		Form of non-employee director restricted stock unit agreement for use with restricted stock units granted pursuant to the Cohu, Inc. 2005 Equity Incentive Plan. *

10.3		Form of non-employee director restricted stock unit deferral election form for use with restricted stock units granted pursuant to the Cohu, Inc. 2005 Equity Incentive Plan. *

10.4		Non-employee director fee deferral election form. *

10.5		Form of deferred stock agreement for shares granted pursuant to the Cohu, Inc. 2005 Equity Incentive Plan. *

10.6		Form of stock option agreement for use with stock options granted pursuant to the Cohu, Inc. 2005 Equity Incentive Plan. *

31.1		Certification pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002

31.2		Certification pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002

32.1		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

	* Management contract or compensatory plan or arrangement

	COHU, INC.
	(Registrant)


Date: August 4, 2015	/s/ Luis A. Müller
	Luis A. Müller
	President & Chief Executive Officer


Date: August 4, 2015	/s/ Jeffrey D. Jones
	Jeffrey D. Jones
	Vice President, Finance & Chief Financial Officer
	(Principal Financial & Accounting Officer)

Exhibit No.		Description
3(i).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(i).2		Certificate of Amendment of Amended and Restated Certificate of Incorporation of Cohu, Inc. incorporated herein by reference to Exhibit 4.1(a) from the Cohu, Inc. Form S-8 filed with the Securities and Exchange Commission on June 30, 2000

3(ii)		Amended and Restated Bylaws of Cohu, Inc. incorporated herein by reference to Exhibit 3.2 from the Cohu, Inc. 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 to Exhibit 99.1 from the Cohu, Inc. Report on Form 8-K filed with the Securities and Exchange Commission on November 13, 2006

10.1		Form of employee restricted stock unit agreement for use with restricted stock units granted pursuant to the Cohu, Inc. 2005 Equity Incentive Plan. *

10.2		Form of non-employee director restricted stock unit agreement for use with restricted stock units granted pursuant to the Cohu, Inc. 2005 Equity Incentive Plan. *

10.3		Form of non-employee director restricted stock unit deferral election form for use with restricted stock units granted pursuant to the Cohu, Inc. 2005 Equity Incentive Plan. *

10.4		Non-employee director fee deferral election form. *

10.5		Form of deferred stock agreement for shares granted pursuant to the Cohu, Inc. 2005 Equity Incentive Plan. *

10.6		Form of stock option agreement for use with stock options granted pursuant to the Cohu, Inc. 2005 Equity Incentive Plan. *

31.1		Certification pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002

31.2		Certification pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002

32.1		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

	* Management contract or compensatory plan or arrangement

	COHU, INC.
	ID: 95-1934119
Notice of Grant of Award	12367 CROSTHWAITE CIRCLE
and Award Agreement	POWAY, CA 92064



Name	Award Number:
Address	Plan: 2005
City, State, Zip	ID:


[_]	I elect a Specified Date for 100% of my Deferred Stock award on _________________ (the “ Specified Date ”). (please select a date no earlier than January 1 of the second calendar year following the Election Period)

[_]	I do not elect a Specified Date (and I understand this means that the Settlement Date will be within 30 days of the earlier of (i) the date I terminate Service or (ii) the date of any Change in Control).


___________________________ Print Name of Participant		_________________________________ Participant’s Signature Date

_______________________________ Date Received by the Company		__________________________________ Receipt Acknowledged