Cohu: Discussion and analysis by management of the financial position and operating results

0

March 27, 2021

Point 2. Discussion and analysis by management of the financial situation and operating results



This Form 10-Q contains certain forward-looking statements including
expectations of market conditions, challenges and plans, within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended, and is subject
to the Safe Harbor provisions created by that statute. Such forward-looking
statements are based on management's current expectations and beliefs, including
estimates and projections about our business and include, but are not limited
to, statements concerning financial position, business strategy, our industry
environment, market growth expectations, and plans or objectives for future
operations. Forward-looking statements are not guarantees of future performance,
and are subject to certain risks, uncertainties, and assumptions that are
difficult to predict and may cause actual results to differ materially from
management's current expectations. Such risks and uncertainties include those
set forth in this Quarterly Report on Form 10-Q and our 2020 Annual Report on
Form 10-K under the heading "Item 1A. Risk Factors". The forward-looking
statements in this report speak only as of the time they are made, and do not
necessarily reflect management's outlook at any other point in time. We
undertake no obligation to publicly update any forward-looking statements,
whether as a result of new information, future events, or for any other reason,
however, readers should carefully review the risk factors set forth in other
reports or documents we file from time to time with the SEC after the date of
this Quarterly Report. This Form 10-Q also contains estimates, projections and
other information concerning our industry, our business, and the markets for
certain of our products. Information that is based on estimates, forecasts,
projections, market research or similar methodologies is inherently subject to
uncertainties and actual events or circumstances may differ materially from
events and circumstances reflected in this information. Unless otherwise
expressly stated, we obtained this industry, business, market, and other data
from reports, research surveys, studies, and similar data prepared by market
research firms and other third parties, industry, and general publications,
government data, and similar sources.



OVERVIEW



Cohu is a leading supplier of semiconductor test and inspection handlers,
micro-electromechanical system (MEMS) test modules, test contactors and thermal
subsystems, semiconductor automated test equipment and bare-board printed
circuit board (PCB) test systems used by global semiconductor and electronics
manufacturers and test subcontractors. We offer a wide range of products and
services and our revenue from capital equipment products is driven by the
capital expenditure budgets and spending patterns of our customers, who often
abruptly delay or accelerate purchases in reaction to variations in their
business. The level of capital expenditures by these companies depends on the
current and anticipated market demand for semiconductor devices and printed
circuit boards and the products that incorporate them. Our consumable products
are driven by the number of semiconductor devices and printed circuit boards
that are tested and by the continuous introduction of new products and new
technologies by our customers. As a result, our consumable products provide a
more stable recurring source of revenue and generally do not have the same
degree of cyclicality as our capital equipment products.



For the three-months ended March 27, 2021, our net sales increased 62.3%
year-over-year to $225.5 million. During 2021 our net sales were favorably
impacted by robust automotive demand, driven by xEV and ADAS technologies, and
continued mobility expansion with 5G proliferation. Demand for equipment testing
5G, Wi-Fi 6 and Ultra-Wideband devices, data centers, personal computers and
automotive semiconductor and sensors were at near record levels. During the
first quarter of 2020 our net sales were impacted by disruptions caused by the
COVID-19 pandemic and movement control orders implemented by the governments of
Malaysia and the Philippines. These movement control orders resulted in supply
disruptions and impacted our ability to ship product at the end of the quarter.
Based on improved business conditions and using a portion of the proceeds of the
recently completed underwritten public offering, during the first quarter of
2021, we took action to reduce outstanding principal, by $100.0 million, under
our Term Loan B debt associated with the financing of the Xcerra acquisition in
October 2018.



While our total sales for fiscal year 2020 were negatively impacted by the
global economic downturn caused by the COVID-19 pandemic, we began seeing strong
demand for our products in the second half of 2020 and that strength has
continued into the first quarter of 2021. Our long-term market drivers and
market strategy remain intact and we are encouraged by positive order momentum
across our main market segments, and customer traction with our new products. We
remain optimistic about the long-term prospects for our business due to the
increasing ubiquity of semiconductors, the future rollout of 5G networks,
increasing semiconductor complexity, increasing quality demands from
semiconductor customers, increasing test intensity and continued proliferation
of electronics in a variety of products across the automotive, mobility and
industrial markets. We are focused on cross-selling opportunities and supporting
our customers' deployment of 5G RF capabilities on next generation smartphones
and growing our sales to semiconductor and electronics manufacturers and test
subcontractors.



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                                   Cohu, Inc.

   Management's Discussion and Analysis of Financial Condition and Results of
                                   Operations

                                 March 27, 2021


Application of critical accounting estimates and policies



Our discussion and analysis of our financial condition and results of operations
is based upon our consolidated financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States of
America. The preparation of these financial statements requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses and related disclosure of contingent assets and
liabilities. COVID-19 continues to spread throughout the United States and other
countries around the world, and the duration and severity of the effects are
currently unknown. We base our estimates on historical experience, forecasts and
on various other assumptions that are believed to be reasonable under the
current circumstances, however actual results may differ from those estimates
under different assumptions or conditions. The methods, estimates and judgments
we use in applying our accounting policies have a significant impact on the
results we report in our financial statements. Some of our accounting policies
require us to make difficult and subjective judgments, often as a result of the
need to make estimates of matters that are inherently uncertain.



Our critical accounting estimates that we believe are the most important to an
investor's understanding of our financial results and condition and that require
complex management judgment include:



? revenue recognition, including deferral of revenue from sales to customers,

that affects our results of operations;

? estimate of provisions for capital losses and accrued liabilities, in particular

product guarantee, inventory reserves and provision for bad debts, which have an impact

gross margin or operating costs;

? the recognition and measurement of current and deferred tax assets and

liabilities, unrecognized tax benefits and valuation allowance

tax assets, which impact our tax provision;

? assessing the recoverability of long-lived assets, including goodwill and

other intangible assets, which mainly impact the gross margin or

charges if we are required to record asset impairments or accelerate

their depreciation or amortization; and

? the valuation and recognition of share-based compensation, which impacts

    margin, research and development expense, and selling, general and
    administrative expense.




Below, we discuss these policies further, as well as the estimates and judgments
involved. We also have other policies that we consider key accounting policies;
however, these policies typically do not require us to make estimates or
judgments that are difficult or subjective.



Revenue Recognition: Our net sales are derived from the sale of products and
services and are adjusted for estimated returns and allowances, which
historically have been insignificant. We recognize revenue when the obligations
under the terms of a contract with our customers are satisfied; generally, this
occurs with the transfer of control of our systems, non-system products or
services. In circumstances where control is not transferred until destination or
acceptance, we defer revenue recognition until such events occur. Revenue for
established products that have previously satisfied a customer's acceptance
requirements is generally recognized upon shipment. In cases where a prior
history of customer acceptance cannot be demonstrated or from sales where
customer payment dates are not determinable and in the case of new products,
revenue and cost of sales are deferred until customer acceptance has been
received. Our post-shipment obligations typically include installation and
standard warranties. The estimated fair value of installation related revenue is
recognized in the period the installation is performed. Service revenue is
recognized over time as the transfer of control is completed for the related
contract or upon completion of the services if they are short-term in nature.
Spares, contactor and kit revenue is generally recognized upon shipment. Certain
of our equipment sales have multiple performance obligations. These arrangements
involve the delivery or performance of multiple performance obligations, and
transfer of control of performance obligations may occur at different points in
time or over different periods of time. For arrangements containing multiple
performance obligations, the revenue relating to the undelivered performance
obligation is deferred using the relative standalone selling price method
utilizing estimated sales prices until satisfaction of the deferred performance
obligation. Unsatisfied performance obligations primarily represent contracts
for products with future delivery dates. At March 27, 2021, we have $8.2 million
of revenue expected to be recognized in the future related to performance
obligations that are unsatisfied (or partially unsatisfied) for contracts with
original expected durations of over one year. As allowed under ASC 606, we have
opted to not disclose unsatisfied performance obligations as these contracts
have original expected durations of less than one year. We generally sell our
equipment with a product warranty. The product warranty provides assurance to
customers that delivered products are as specified in the contract (an
"assurance-type warranty"). Therefore, we account for such product warranties
under ASC 460, Guarantees (ASC 460), and not as a separate performance
obligation. The transaction price reflects our expectations about the
consideration we will be entitled to receive from the customer and may include
fixed or variable amounts. Fixed consideration primarily includes sales to
customers that are known as of the end of the reporting period. Variable
consideration includes sales in which the amount of consideration that we will
receive is unknown as of the end of a reporting period. Such consideration
primarily includes sales made to certain customers with cumulative tier volume
discounts offered. Variable consideration arrangements are rare; however, when
they occur, we estimate variable consideration as the expected value to which we
expect to be entitled. Included in the transaction price estimate are amounts in
which it is probable that a significant reversal of cumulative revenue
recognized will not occur when the uncertainty associated with the variable
consideration is subsequently resolved. The estimate is based on information
available for projected future sales. Variable consideration that does not meet
revenue recognition criteria is deferred. Accounts receivable represents our
unconditional right to receive consideration from our customer. Payments terms
do not exceed one year from the invoice date and therefore do not include a
significant financing component. To date, there have been no material impairment
losses on accounts receivable. There were no material contract assets or
contract liabilities recorded on the condensed consolidated balance sheet in any
of the periods presented. On shipments where sales are not recognized, gross
profit is generally recorded as deferred profit in our condensed consolidated
balance sheet representing the difference between the receivable recorded and
the inventory shipped.



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                                   Cohu, Inc.

   Management's Discussion and Analysis of Financial Condition and Results of
                                   Operations

                                 March 27, 2021



Accounts Receivable: We maintain an allowance for credit losses for estimated
losses resulting from the inability of our customers to make required payments.
If the financial condition of our customers deteriorates, resulting in an
impairment of their ability to make payments, additional allowances may be
required.



We adopted ASU 2016-13, Financial Instruments-Credit Losses (Topic 326):
Measurement of Credit Losses on Financial Instruments, on December 29, 2019 the
first day of our fiscal 2020. The ASU required a cumulative-effect adjustment to
the statement of financial position as of the date of adoption. Periods prior to
the adoption that are presented for comparative purposes are not adjusted. Based
on our analysis of historical and anticipated collections of trade receivables,
the impact of adoption of Topic 326 was insignificant.



Inventory: The valuation of inventory requires us to estimate obsolete or excess
inventory as well as inventory that is not of saleable quality. The
determination of obsolete or excess inventory requires us to estimate the future
demand for our products. The demand forecast is a direct input in the
development of our short-term manufacturing plans. We record valuation reserves
on our inventory for estimated excess and obsolete inventory and lower of cost
or net realizable value concerns equal to the difference between the cost of
inventory and the estimated realizable value based upon assumptions about future
product demand, market conditions and product selling prices. If future product
demand, market conditions or product selling prices are less than those
projected by management or if continued modifications to products are required
to meet specifications or other customer requirements, increases to inventory
reserves may be required which would have a negative impact on our gross margin.



Income Taxes: We estimate our liability for income taxes based on the various
jurisdictions where we conduct business. This requires us to estimate our (i)
current taxes; (ii) temporary differences that result from differing treatment
of certain items for tax and accounting purposes and (iii) unrecognized tax
benefits. Temporary differences result in deferred tax assets and liabilities
that are reflected in the consolidated balance sheet. The deferred tax assets
are reduced by a valuation allowance if, based upon all available evidence, it
is more likely than not that some or all of the deferred tax assets will not be
realized. Establishing, reducing or increasing a valuation allowance in an
accounting period generally results in an increase or decrease in tax expense in
the statement of operations. We must make significant judgments to determine the
provision for income taxes, deferred tax assets and liabilities, unrecognized
tax benefits and any valuation allowance to be recorded against deferred tax
assets. Our deferred tax assets consist primarily of reserves and accruals that
are not yet deductible for tax and tax credit and net operating loss
carryforwards.



Segment Information: We applied the provisions of ASC Topic 280, Segment
Reporting, ("ASC 280"), which sets forth a management approach to segment
reporting and establishes requirements to report selected segment information
quarterly and to report annually entity-wide disclosures about products, major
customers and the geographies in which the entity holds material assets and
reports revenue. An operating segment is defined as a component that engages in
business activities whose operating results are reviewed by the chief operating
decision maker and for which discrete financial information is available. After
the acquisition of Xcerra on October 1, 2018, we have determined that our four
identified operating segments are: Test Handler Group ("THG"), Semiconductor
Test Group ("STG"), Interface Solutions Group ("ISG") and PCB Test Group
("PTG"). Our THG, STG and ISG operating segments qualify for aggregation under
ASC 280 due to similarities in their customers, their economic characteristics,
and the nature of products and services provided. As a result, we report in two
segments, Semiconductor Test & Inspection and PCB Test.



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                                   Cohu, Inc.

   Management's Discussion and Analysis of Financial Condition and Results of
                                   Operations

                                 March 27, 2021



Goodwill and Indefinite-Lived Intangibles, Other Intangible Assets and
Long-lived Assets: We evaluate goodwill and other indefinite-lived intangible
assets, which are solely comprised of in-process research and development
("IPR&D"), 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 unit or asset, in the case of in-process research
and development. 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 fair value of the reporting unit and its carrying value of goodwill.
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. Fair value
determinations require considerable judgment and are sensitive to changes in
underlying assumptions and factors.



We perform our annual impairment test from October 1st of each year and determined that there was no depreciation at October 1, 2020because the estimated fair values ​​of our reporting units and indefinite life intangible assets exceeded their carrying values ​​at that date. Other events and changes in circumstances may also require that goodwill be tested for impairment between annual valuation dates.



During the first quarter of 2020, the volatility in Cohu's stock price, the
global economic downturn and business interruptions associated with the COVID-19
pandemic led us to determine that there was a triggering event related to
goodwill within all of our identified reporting units and our indefinite-lived
intangible assets. We performed an interim assessment as of March 28, 2020 and
determined that the fair values of our identified reporting units all exceeded
their carrying values and we concluded there was no impairment of goodwill
within our reporting units. Anticipated delays in customer adoption of certain
new products under development as a result of the COVID-19 pandemic, changes to
future project roadmaps and an increase in the discount rate used in the
developing our interim fair value estimate resulted in a $3.9 million impairment
to IPR&D recorded during the first quarter as the carrying value exceeded fair
value.



Long-lived assets, other than goodwill, are reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of the
assets might not be recoverable. Conditions that would necessitate an impairment
assessment include a significant decline in the observable market value of an
asset, a significant change in the extent or manner in which an asset is used,
or any other significant adverse change that would indicate that the carrying
amount of an asset or group of assets may not be recoverable. For long-lived
assets, impairment losses are only recorded if the asset's carrying amount is
not recoverable through its undiscounted, probability-weighted future cash
flows. We measure the impairment loss based on the difference between the
carrying amount and estimated fair value.



During the first quarter of 2021, no event or condition has occurred suggesting an impairment of our goodwill, our indefinite-lived intangible assets, other intangibles and long-lived assets.



Warranty: We provide for the estimated costs of product warranties in the period
sales are recognized. Our warranty obligation estimates are affected by
historical product shipment levels, product performance and material and labor
costs incurred in correcting product performance problems. Should product
performance, material usage or labor repair costs differ from our estimates,
revisions to the estimated warranty liability would be required.



Contingencies: We are subject to certain contingencies that arise in the
ordinary course of our businesses which require us to assess the likelihood that
future events will confirm the existence of a loss or an impairment of an asset.
If a loss or asset impairment is probable and the amount of the loss or
impairment is reasonably estimable, we accrue a charge to operations in the
period such conditions become known.



Share-based Compensation: Share-based compensation expense related to 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. Share-based
compensation on performance stock units with market-based goals is calculated
using a Monte Carlo simulation model on the date of the grant. 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.


Recent accounting positions



For a description of accounting changes and recent accounting pronouncements,
including the expected dates of adoption and estimated effects, if any, on our
consolidated financial statements, see "Recent Accounting Pronouncements", in
Note 1 located in Part I, Item 1 of this Form 10-Q.



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                                   Cohu, Inc.

   Management's Discussion and Analysis of Financial Condition and Results of
                                   Operations

                                 March 27, 2021



RESULTS OF OPERATIONS


Recent Transactions Affecting Operating Results



As discussed herein, management determined that the fixtures services business,
that was acquired as part of Xcerra, did not align with Cohu's long-term
strategic plan and management divested this business in the first quarter of
2020. The operations of our fixtures business were considered "discontinued
operations" for all periods presented and unless otherwise indicated, the
discussion below covers the comparative results from continuing operations.



The following table summarizes certain operating data as a percentage of net
sales:



                                                   Three Months Ended
                                              March 27,         March 28,
                                                 2021             2020
Net sales                                          100.0 %           100.0 %
Cost of sales                                      (54.7 )%          (59.6 )%
Gross margin                                        45.3 %            40.4 %
Research and development                           (10.3 )%          (16.2 )%
Selling, general and administrative                (14.4 )%          (24.0 

)%

Amortization of purchased intangible assets         (4.1 )%           (6.9 )%
Restructuring charges                               (0.6 )%           (0.3 )%
Impairment charges                                     - %            (2.8 )%
Income (loss) from operations                       15.9 %            (9.8 )%



First quarter of fiscal 2021 compared to the first quarter of fiscal 2020


Net Sales



Our consolidated net sales increased 62.3% to $225.5 million in 2021, compared
to net sales of $138.9 million in 2020. During the first three months of 2021
our net sales were favorably impacted by robust automotive demand, driven by xEV
and ADAS technologies, and continued mobility expansion with 5G proliferation.
Demand for equipment testing 5G, Wi-Fi 6 and Ultra-Wideband devices, data
centers, personal computers and automotive semiconductor and sensors were at
near record levels. During the first quarter of 2020, our net sales were
impacted by disruptions caused by the COVID-19 pandemic and movement control
orders implemented by the governments of Malaysia and the Philippines. These
movement control orders resulted in supply disruptions and impacted our ability
to ship product at the end of the quarter.



Gross margin (excluding amortization of intangible assets related to the acquisition described below)



Gross margin consists of net sales less cost of sales. Cost of sales consists
primarily of the cost of materials, assembly and test labor, and overhead from
operations. Our gross margin can fluctuate due to a number of factors,
including, but not limited to, the mix of products sold, product support costs,
inventory reserve adjustments, and utilization of manufacturing capacity. Our
gross margin, as a percentage of net sales, was 45.3% in 2021 and 40.4% in 2020.
As compared to the prior year, gross margin in the first quarter of 2021
benefitted from a significant increase in business volume which enabled us to
better leverage our fixed costs.



Our gross margin can be impacted by charges to cost of sales related to excess,
obsolete and lower of cost or net realizable value inventory issues. We compute
the majority of our excess and obsolete inventory reserve requirements using a
one-year inventory usage forecast. During the first quarter of fiscal 2021 and
2020, we recorded charges to cost of sales of approximately $0.7 million and
$1.2 million for excess and obsolete inventory, respectively. As part of the
integration and restructuring activities related to Xcerra, we recorded
$0.4 million and $1.6 million of inventory related charges related to the
decision to end manufacturing of certain semiconductor test handler products in
2021 and 2020, respectively. While we believe our reserves for excess and
obsolete inventory and lower of cost or market concerns are adequate to cover
known exposures at March 27, 2021, reductions in customer forecasts or continued
modifications to products, as a result of our failure to meet specifications or
other customer requirements, may result in additional charges to operations that
could negatively impact our results of operations and gross margin in future
periods.



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                                   Cohu, Inc.

   Management's Discussion and Analysis of Financial Condition and Results of
                                   Operations

                                 March 27, 2021


Research and development expenses (“R&D expenses”)



R&D expense consists primarily of salaries and related costs of employees
engaged in ongoing research, product design and development activities, costs of
engineering materials and supplies, and professional consulting expenses. R&D
expense was $23.2 million or 10.3% of net sales in 2021, compared to
$22.5 million or 16.2% of net sales in 2020. The increase in R&D expense in 2021
was primarily a result of higher labor and material costs associated with
development due to the elimination of cost control measures implemented during
2020 in response to the economic uncertainty caused by the COVID-19 pandemic.



Selling, general and administrative costs (“SG&A costs”)



SG&A expense consists primarily of salaries and benefit costs of employees,
commission expense for independent sales representatives, product promotion and
costs of professional services. SG&A expense was $32.7 million or 14.4% of net
sales in 2021, compared to $33.4 million or 24.0% of net sales in 2020. During
2021 SG&A expense benefitted from lower outside sales commissions and reductions
in travel and certain other administrative spending as a result of the global
restrictions in place due to the COVID-19 pandemic.



Amortization of purchased intangible assets



Amortization of purchased intangibles is the process of expensing the cost of an
intangible asset acquired through a business combination over the projected life
of the asset. Amortization of acquisition-related intangible assets was
$9.2 million and $9.5 million for the first three months of 2021 and 2020,
respectively. The decrease in expense recorded during the current year was a
result of fluctuations in exchange rates.



Restructuring Charges



Subsequent to the acquisition of Xcerra on October 1, 2018, during the fourth
quarter of 2018, we began a strategic restructuring program designed to
reposition our organization and improve our cost structure as part of our
targeted integration plan regarding Xcerra. We recorded restructuring charges,
exclusive of the specific inventory related charges described above totaling
$1.3 million and $0.4 million in 2021 and 2020, respectively. The increase in
restructuring charges in 2021 is a result of a voluntary and involuntary
reduction in force program we began implementing in the fourth quarter of 2020
at our wholly owned subsidiary, Cohu GmbH. These programs will collectively
reduce headcount, enabling us to complete the consolidation of our multiple
operations and facilities located near Kolbermoor and Rosenheim, Germany, as
well as transition certain manufacturing to other lower cost regions.



See Note 4, “Restructuring costs” in Part I, Item 1 of this Form 10-Q for additional information regarding restructuring costs.


Impairment Charges



During the first quarter of 2020, the volatility in Cohu's stock price, the
global economic downturn and business interruptions associated with the COVID-19
pandemic led us to determine that there was a triggering event related to
goodwill within all of our identified reporting units and our indefinite-lived
intangible assets. We performed an interim assessment as of March 28, 2020 and
determined that the fair values of our identified reporting units all exceeded
their carrying values and, at that time, we concluded there were no impairment
of goodwill within our reporting units. During the three months ended March 28,
2020, anticipated delays in customer adoption of certain new products under
development as a result of the COVID-19 pandemic, changes to future project
roadmap and an increase in the discount rate used in the developing our interim
fair value estimate resulted in a $3.9 million impairment to IPR&D as the
carrying value exceeded fair value. No impairment charges were recorded during
the first three months of 2021.



Interest Expense and Income



Interest expense was $2.6 million in the first three months of 2021 as compared
to $4.4 million in the corresponding period of 2020. The decrease in interest
expense in 2021 resulted from a significant reduction in our Term Loan B debt
outstanding as a result of payments made to reduce our outstanding debt and
lower LIBOR rates driven by global economic uncertainty caused by the COVID-19
pandemic.


Interest income has been $ 0.1 million during the first three months of 2021 and 2020.



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                                   Cohu, Inc.

   Management's Discussion and Analysis of Financial Condition and Results of
                                   Operations

                                 March 27, 2021



Income Taxes



For the three months ended March 27, 2021, we used the estimated annual
effective tax rate ("ETR") expected to be applicable for the full fiscal year in
computing our tax provision. The ETR on income from continuing operations for
the three months ended March 27, 2021 was 11.5% and reflects a partial release
of our domestic valuation allowance on deferred tax assets to offset tax
liabilities on current year earnings, and an excess benefit relating to
stock-based compensation. For the three months ended March 28, 2020, we
determined that 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, and instead used the actual ETR for the year-to-date period to
calculate our tax provision. The ETR on loss from continuing operations for the
three months ended March 28, 2020 was 5.4% and primarily reflected the lack of a
tax benefit on our domestic losses as a result of our valuation allowance on
deferred tax assets, and non-deductible expenses relating to stock-based
compensation.



We conduct business globally and as a result, Cohu or one or more of its
subsidiaries files income tax returns in the US and various state and foreign
jurisdictions. In the normal course of business, we are subject to examinations
by taxing authorities throughout the world and are currently under examination
in Germany, Malaysia and Philippines. We believe our financial statement
accruals for income taxes are appropriate.



In accordance with the disclosure requirements as described in ASC Topic 740,
Income Taxes, we have classified unrecognized tax benefits as non-current income
tax liabilities, or a reduction in non-current deferred tax assets, unless
expected to be paid within one year. Our continuing practice is to recognize
interest and/or penalties related to income tax matters in income tax expense.
There were no material changes to our unrecognized tax benefits and interest
accrued related to unrecognized tax benefits during the three months ended March
27, 2021 and March 28, 2020.



In response to the COVID-19 pandemic, the Coronavirus Aid, Relief and Economic
Security Act (CARES Act) was signed into law in March 2020. The CARES Act lifts
certain deduction limitations originally imposed by the Tax Cuts and Jobs Act of
2017 (2017 Tax Act). Corporate taxpayers may carryback net operating losses
(NOLs) originating during 2018 through 2020 for up to five years, which was not
previously allowed under the 2017 Tax Act. The CARES Act also eliminates the 80%
of taxable income limitations by allowing corporate entities to fully utilize
NOL carryforwards to offset taxable income in 2018, 2019 or 2020. Taxpayers may
generally deduct interest up to the sum of 50% of adjusted taxable income plus
business interest income (30% limit under the 2017 Tax Act) for tax years
beginning January 1, 2019 and 2020. The CARES Act allows taxpayers with
alternative minimum tax credits to claim a refund in 2020 for the entire amount
of the credits instead of recovering the credits through refunds over a period
of years, as originally enacted by the 2017 Tax Act.



In addition, the CARES Act raises the corporate charitable deduction limit to
25% of taxable income and makes qualified improvement property generally
eligible for 15-year cost-recovery and 100% bonus depreciation. The enactment of
the CARES Act did not result in any material adjustments to our income tax
provision for the three months ended March 28, 2020, or to our net deferred tax
assets as of March 28, 2020.


Profit from continuing operations and net profit

As a result of the factors set out above, our profit from continuing operations and our net profit were $ 27.6 million during the three months ended March 27, 2021. In 2020, the loss from continuing operations and the net loss were
$ 17.3 million during the three months ended March 28, 2020.

LIQUIDITY AND CAPITAL RESOURCES



Our primary business is dependent on capital expenditures by semiconductor
manufacturers and test subcontractors that are, in turn, dependent on the
current and anticipated market demand for semiconductors. The seasonal and
volatile nature of demand for semiconductor equipment, our primary industry,
makes estimates of future revenues, results of operations and net cash flows
difficult.



Our primary historical source of liquidity and capital resources has been cash
flow generated by our operations and we manage our businesses to maximize
operating cash flows as our primary source of liquidity. We use cash to fund
growth in our operating assets and to fund new products and product enhancements
primarily through research and development. As of March 27, 2021, $77.7 million
or 54.3% of our cash and cash equivalents was held by our foreign subsidiaries.
If these funds are needed for our operations in the U.S., we may be required to
accrue and pay foreign withholding taxes if we repatriate these funds. Except
for working capital requirements in certain jurisdictions, we provide for all
withholding and other residual taxes related to unremitted earnings of our
foreign subsidiaries.



At March 27, 2021, our total indebtedness, net of discount and deferred
financing costs, was $220.0 million, which included $201.3 million outstanding
under the Term Loan B, $3.4 million outstanding under Kita's term loans,
$10.3 million outstanding under Cohu GmbH's construction loan and $5.0 million
outstanding under Kita's lines of credit. In March 2021, we closed an
underwritten public offering totaling 5,692,500 shares of our common stock at
$41.00 per share, raising net proceeds of approximately $223.1 million, after
deducting underwriting discounts and commissions and offering expenses. We used
$100.0 million of the net proceeds of this offering to repay outstanding
principal on our term loan facility and we intend to for use the rest for
general corporate purposes, including to fund future growth initiatives.



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                                   Cohu, Inc.

   Management's Discussion and Analysis of Financial Condition and Results of
                                   Operations

                                 March 27, 2021



Liquidity


Working Capital: The following summarizes our cash, cash equivalents, short-term investments and working capital:


                                         March 27,       December 26,                     Percentage
(in thousands)                             2021              2020           Increase        Change
Cash, cash equivalents and short-term
investments                             $   291,045     $      170,027     $  121,018            71.2 %
Working capital                         $   467,685     $      310,593     $  157,092            50.6 %




Cash Flows



Operating Activities: Operating cash flows for the first three months of fiscal
2021 consisted of our net income, adjusted for non-cash expenses and changes in
operating assets and liabilities. These adjustments include depreciation expense
on property, plant and equipment, share-based compensation expense, amortization
of intangible assets, deferred income taxes, amortization of cloud-based
software implementation costs, loss on extinguishment of debt, interest
capitalized associated with cloud computing implementation, amortization of debt
discounts and issuance costs and gains from sale of property, plant and
equipment. Our net cash provided by operating activities in the three months of
fiscal 2021 totaled $6.1 million. Net cash provided by operating activities was
impacted by changes in current assets and liabilities and included increases in
accounts receivable of $47.2 million, inventories of $20.8 million, accounts
payable of $28.5 million, deferred profit of $4.4 million, income taxes payable
of $5.1 million, other current assets of $6.6 million and decreases in accrued
compensation, warranty and other liabilities of $5.5 million. Our accounts
receivable and accounts payable balances increased due to increased business
volume in the first quarter of 2021 and the timing of cash collections from
customers and payments made by us to our suppliers. The increase in inventory
was driven by purchases from suppliers made to fulfill anticipated future
shipments of products. The increase in other current assets resulted from
advance payments for services that will be utilized throughout 2021. Deferrals
of revenue in accordance with our revenue recognition policy resulted in an
increase in deferred profit and the increase in income taxes payable is driven
by taxable income generated in the first quarter of 2021. Accrued compensation,
warranty and other liabilities decreased due to payments of incentive
compensation related to the prior year during the first quarter of 2021.



Investing Activities: Financing cash flows consist primarily of net proceeds
from the issuance of common stock in our March 2021 offering, net proceeds from
the issuance of common stock under our stock option and employee stock purchase
plans, and repayments of debt, net of new borrowings. Net cash used in investing
activities in the first three months of fiscal 2021 totaled $129.9 million.
During 2021 we used $129.7 million in cash for purchases of short-term
investments and generated $2.5 million from sales and maturities. We invest our
excess cash, in an attempt to seek the highest available return while preserving
capital, in short-term investments since excess cash may be required for a
business-related purpose. Additions to property, plant and equipment of
$2.7 million were made to support the operating and development activities of
our business activities of our Semiconductor Test & Inspection segment.



Financing Activities: Financing cash flows consist primarily of net proceeds
from the issuance of common stock under our stock option and employee stock
purchase plans and repayments of debt, net of new borrowings. In March 2021, we
closed an underwritten public offering totaling 5,692,500 shares of our common
stock at $41.00 per share, raising net proceeds of approximately $223.1 million,
after deducting underwriting discounts and commissions and offering expenses. We
used $100.0 million of the net proceeds of this offering to repay outstanding
principal on our term loan facility and we intend to for use the rest for
general corporate purposes, including to fund future growth initiatives. We
issue restricted stock units and stock options and maintain an employee stock
purchase plan as components of our overall employee compensation. In the three
months of fiscal 2021, cash used to settle the minimum statutory tax withholding
requirements on behalf of our employees upon vesting of restricted and
performance stock awards, net of proceeds from the exercise of employee stock
options was $5.4 million. Repayments of short-term borrowings and long-term debt
during the three months of fiscal 2021 totaled $101.9 million and included a
$100.0 million early settlement of our Term Loan B debt during the first quarter
of 2021 made to deleverage our balance sheet. We received proceeds under a
revolving line of credit and construction loan totaling $0.8 million. Proceeds
from the construction loan are being used to expand our facility in Kolbermoor,
Germany, enabling us to consolidate the German operations of our Semiconductor
Test & Inspection segment in 2020.



Capital Resources



We have access to credit facilitates and other borrowings provided by financial
institutions to finance acquisitions, capital expenditures and our operations if
needed. A summary of our borrowings and available credit is as follows.



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                                   Cohu, Inc.

   Management's Discussion and Analysis of Financial Condition and Results of
                                   Operations

                                 March 27, 2021



Credit Agreement



On October 1, 2018, we entered into a Credit Agreement providing for a
$350.0 million Credit Facility and borrowed the full amount to finance a portion
of the Xcerra acquisition. Loans under the Credit Facility amortize in equal
quarterly installments of 0.25% of the original principal amount, with the
balance payable at maturity. All outstanding principal and interest in respect
of the Credit Facility must be repaid on or before October 1, 2025. The loans
under the Term Loan Facility bear interest, at Cohu's option in terms of the
time-based interest period, at a floating annual rate equal to the selected
LIBOR interest period plus a margin of 3.00%. At March 27, 2021, the outstanding
loan balance, net of discount and deferred financing costs, was $201.3 million
and $2.7 million of the outstanding balance is presented as current installments
of long-term debt in our condensed consolidated balance sheets. At December 26,
2020, the outstanding loan balance, net of discount and deferred financing
costs, was $301.1 million and $2.4 million of the outstanding balance is
presented as current installments of long-term debt in our condensed
consolidated balance sheets.



Under the terms of the Credit Agreement, the lender may accelerate the payment
terms upon the occurrence of certain events of default set forth therein, which
include: the failure of Cohu to make timely payments of amounts due under the
Credit Agreement, the failure of Cohu to adhere to the representations and
covenants set forth in the Credit Agreement, the failure to provide notice of
any event that causes a material adverse effect or to provide other required
notices, upon the event that related collateral agreements become ineffective,
upon the event that certain legal judgments are entered against Cohu, the
insolvency of Cohu, or upon the change of control of Cohu. As of March 27, 2021,
we believe no such events of default have occurred.



During the first quarter of 2021, we repurchased $100.0 million in principal of
our Term Loan Facility for $100.0 million in cash. This resulted in a loss of
$1.8 million reflected in other expense in our consolidated statement of
operations and a corresponding $1.8 million reduction in debt discounts and
deferred financing costs in our consolidated balance sheets. After the
repurchase, approximately $204.9 million in principal of the Term Loan Facility
remains outstanding as of March 27, 2021.



Kita Term Loans



As a result of our acquisition of Kita, we assumed term loans from a series of
Japanese financial institutions primarily related to the expansion of Kita's
facility in Osaka, Japan. The loans are collateralized by the facility and land,
carry interest rates ranging from 0.05% to 0.43%, and expire at various dates
through 2034. At March 27, 2021, the outstanding loan balance was $3.4 million
and $0.3 million of the outstanding balance is presented as current installments
of long-term debt in our consolidated balance sheets. At December 26, 2020, the
outstanding loan balance was $3.6 million and $0.3 million of the outstanding
balance is presented as current installments of long-term debt in our
consolidated balance sheets. The term loans are denominated in Japanese Yen and,
as a result, amounts disclosed herein will fluctuate because of changes in
currency exchange rates.



Construction Loans



In July 2019 and June 2020, one of our wholly owned subsidiaries located in
Germany entered into a series of construction loans ("Loan Facilities") with a
German financial institution providing it with total borrowings of
€10.1 million. The Loan Facilities have terms of 10 years and 15 years. The Loan
Facilities are being utilized to finance the expansion of our facility in
Kolbermoor, Germany, enabling us to combine the operations of multiple
subsidiaries in one location as part of our previously announced strategic
restructuring program. The Loan Facilities are secured by the land and the
existing building on the site and bear interest at agreed upon rates based on
the facility amounts as discussed below.



In August 2019, the initial €3.4 million was drawn under the first facility,
which is payable over 10 years at a fixed annual interest rate of 0.8%. Interest
only payments are required to be made each quarter starting in September 2019
with principal and interest payments due each quarter starting in the month of
December 2021. Principal repayments will be made over 8 years starting at the
end of December 2021.



As of March 2021, the full €5.2 million was drawn under the second facility,
which is payable over 15 years at an annual interest rate of 1.05%, which is
fixed until April 2027. Interest only payments are required to be made each
month starting in December 2019 with principal and interest payments due each
month starting in the month of May 2020. Principal repayments will be made over
15 years starting at the end of May 2020.



As of March 27, 2021, we have drawn €0.4 million under the third facility, which
is payable over 10 years at an annual interest rate of 1.2%, which is fixed
until May 2030. Interest payments are required to be made each month starting in
March 2021 with principal and interest payments due each month starting in the
month of May 2021. Principal repayments will be made over 10 years starting at
the end of May 2021.



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                                   Cohu, Inc.

   Management's Discussion and Analysis of Financial Condition and Results of
                                   Operations

                                 March 27, 2021



At March 27, 2021 and December 26, 2020, total outstanding borrowings under the
Loan Facilities was $10.3 million and $9.9 million with $0.8 million and
$0.4 million of the total outstanding balance being presented as current
installments of long-term debt in our consolidated balance sheets based on
contractual due dates, respectively. The loans are denominated in Euros and, as
a result, amounts disclosed herein will fluctuate because of changes in currency
exchange rates.



Lines of Credit



As a result of our acquisition of Kita, we assumed a series of revolving credit
facilities with various financial institutions in Japan. The credit facilities
renew monthly and provide Kita with access to working capital totaling up to
$8.8 million. At March 27, 2021, total borrowings outstanding under the
revolving lines of credit were $5.0 million. As these credit facility agreements
renew monthly, they have been included in short-term borrowings in our condensed
consolidated balance sheets.



The revolving lines of credit are denominated in Japanese Yen and, as a result,
amounts disclosed herein will fluctuate because of changes in currency exchange
rates.


Our wholly owned subsidiary Ismeca has an available line of credit that allows it to borrow up to a total of 2.0 million Swiss francs, part of which is reserved for tax guarantees. AT March 27, 2021 and December 26, 2020, no amount was outstanding under this line of credit.



We also have a letter of credit facility ("LC Facility") under which Bank of
America, N.A., has agreed to administer the issuance of letters of credit on our
behalf. The LC Facility requires us to maintain deposits of cash or other
approved investments in amounts that approximate our outstanding letters of
credit and contains customary restrictive covenants. In addition, our wholly
owned subsidiary, Xcerra, has arrangements with various financial institutions
for the issuance of letters of credit and bank guarantees. As of March 27, 2021,
$0.8 million was outstanding under standby letters of credit and bank
guarantees.



We anticipate that we will continue to make capital expenditures to support our operations and we anticipate that the current working capital will be sufficient to meet our operating needs for at least the next twelve months.

Contractual obligations and off-balance sheet arrangements



Contractual Obligations: Our significant contractual obligations consist of
liabilities for debt, operating leases, unrecognized tax benefits, pensions,
post-retirement benefits and warranties. During the first quarter of 2021, we
repaid $100.0 million in outstanding principal of our Term Loan Facility. Aside
from this repayment, there were no material changes to these obligations outside
the ordinary course of business from those disclosed in our Annual Report on
Form 10-K for the year ended December 26, 2020.



Commitments to contract manufacturers and suppliers: From time to time, we enter
into commitments with our vendors and outsourcing partners to purchase inventory
at fixed prices or in guaranteed quantities. We are not able to determine the
aggregate amount of such purchase orders that represent contractual obligations,
as purchase orders may represent authorizations to purchase rather than binding
agreements. Our purchase orders are based on our current manufacturing needs and
are fulfilled by our vendors within relatively short time horizons. We typically
do not have significant agreements for the purchase of raw materials or other
goods specifying minimum quantities or set prices that exceed our expected
requirements for the next three months.



Off-Balance Sheet Arrangements: In the normal course of business, we provide standby letters of credit to certain parties as required. From March 27, 2021, $ 0.8 million was outstanding under standby letters of credit.

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