8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): October 20, 2005

Cohu, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	001-04298	95-1934119
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
12367 Crosthwaite Circle, Poway, California		92064
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 858-848-8100

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On October 20, 2005, Cohu, Inc. (the "Company") issued a press release regarding its financial results for the third quarter ended September 24, 2005. The Company’s press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

The information in this Item 2.02 of this Current Report on Form 8-K and the Exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

The exhibit listed below is being furnished with this Form 8-K.

Exhibit No. - 99.1

Description - Third Quarter 2005 Earnings Release, dated October 20, 2005, of Cohu, Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Cohu, Inc.
October 21, 2005	By:	John H. Allen
		Name: John H. Allen
		Title: Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Third Quarter 2005 Earnings Release, dated October 20, 2005, of Cohu, Inc.

EX-99.1

COHU, INC.
12367 CROSTHWAITE CIRCLE
POWAY, CA 92064
FAX (858) 848-8185
PHONE (858) 858-8100
www.cohu.com

Cohu Reports Third Quarter 2005 Operating Results

Income Before Income Taxes Increases 98% over Q2

POWAY, Calif., October 20, 2005 — Cohu, Inc. (NASDAQ:COHU) today announced that net sales were $68.6 million for the third quarter ended September 24, 2005 compared to $54.9 million for the third quarter ended September 30, 2004 and $51.8 million for the second quarter ended June 25, 2005. Net income for the third quarter of 2005 was $9.6 million or $0.42 per share compared to net income of $5.2 million or $0.24 per share for the third quarter of 2004 and net income of $5.6 million or $0.25 per share for the second quarter of 2005.

Net sales for the first nine months of 2005 were $164.8 million with net income of $21.7 million and net income per share of $0.97 compared to net sales of $138.1 million with net income of $14.2 million and net income per share of $0.65 for the first nine months of 2004. The tax benefit for the nine months ended September 24, 2005 includes approximately $3.0 million from the reversal of accrued taxes as a result of the completion of a tax examination in March 2005 and a reduction in the valuation allowance on deferred tax assets of approximately $3.3 million.

Orders for the third quarter of 2005 were $72.7 million compared to $71.0 million for the second quarter of 2005. Backlog was $85.9 million at September 24, 2005 and $81.8 million at June 25, 2005. Third quarter 2005 sales of semiconductor test handling equipment accounted for 87.0% of total sales. Sales of television cameras and related equipment were 5.6% of sales and metal detection and microwave communications equipment contributed 7.4% of sales for the same period.

James A. Donahue, President and Chief Executive Officer, commented, “Sales, orders and net income were the highest since 2000. Orders for our high-performance thermal IC handlers set a record for the second consecutive quarter. We also benefited from higher orders for general purpose IC test handlers, which increased 51% from the second quarter and represented 36% of handler unit orders for the quarter.”

Donahue continued, “For several quarters, we have expected revenue from our microwave equipment contract with the United Arab Emirates (UAE) Armed Forces to be recognized. However, we have encountered repeated delays in the acceptance and payment process and we understand that this is not unusual. Our equipment is performing well and we remain confident that we will recognize this revenue. We plan to announce when the acceptance and revenue recognition process for this contract is complete. “

Donahue concluded, “Near term prospects for sales of general purpose pick and place handlers are volatile, as customer forecasts are as dynamic as we’ve seen. Demand for our proprietary thermal systems has been excellent and we expect to report strong operating results for the fourth quarter.”

Cohu’s Board of Directors approved a quarterly cash dividend of $0.06 per share payable on January 6, 2006 to shareholders of record on December 2, 2005. Cohu has paid consecutive quarterly cash dividends since 1977.

Certain matters discussed in this release, including statements concerning Cohu’s expectations of industry conditions and fourth quarter results, are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those projected or forecasted. Such risks and uncertainties include, but are not limited to, the concentration of our revenues from a limited number of customers; intense competition in the semiconductor test handler industry; our reliance on patents and intellectual property; inventory write-offs; failure to obtain customer acceptance and recognize revenue; the cyclical and unpredictable nature of capital expenditures by semiconductor manufacturers; Cohu’s ability to convert new products under development into production on a timely basis, support product development and meet customer delivery and acceptance requirements for next generation equipment; difficulties in integrating acquisitions and new technologies and other risks addressed in Cohu’s filings with the Securities and Exchange Commission including the most recently filed Form 10-K and Form 10-Q. Cohu assumes no obligation to update the information in this release.

Cohu is a leading supplier of test handling solutions used by the global semiconductor industry as well as a supplier of closed circuit television, metal detection and microwave communications equipment.

Cohu will be conducting its conference call on Thursday, October 20, 2005 at 2:00 p.m. Pacific Time. The call will be webcast at www.cohu.com. Replays of the call can be accessed at www.cohu.com.

Cohu, Inc.

Condensed Consolidated Statements of Income

(in thousands, except per share amounts) (unaudited)

	Three Months Ended (1)				Nine Months Ended (1)
	September 24, 2005		September 30, 2004		September 24, 2005			September 30, 2004
Net sales	$	68,610	$	54,869	$	164,771		$	138,145
Cost and expenses:
Cost of sales		41,430		34,503		99,435			81,945
Research and development		7,615		7,188		21,405			19,948
Selling, general and administrative		9,668		7,666		25,492			21,756
		58,713		49,357		146,332			123,649
Income from operations		9,897		5,512		18,439			14,496
Interest income		965		390		2,545			1,346
Income before income taxes		10,862		5,902		20,984			15,842
Income tax provision (benefit) (2)		1,300		700		(700	)		1,600
Net income	$	9,562	$	5,202	$	21,684		$	14,242
Income per share:
Basic	$	0.43	$	0.24	$	1.00		$	0.66
Diluted	$	0.42	$	0.24	$	0.97		$	0.65
Weighted average shares used in computing income per share:
Basic		22,021		21,538		21,786			21,480
Diluted		22,915		21,912		22,409			21,988

(1) As a result of a fiscal year end change, both three-month periods contain 13 weeks while the nine-month periods are comprised of 38 weeks in

2005 and 39 weeks in 2004.

(2) The tax benefit for the nine months ended September 24, 2005 includes (a) approximately $3.0 million from the reversal of accrued taxes as a

result of the completion of a tax examination in March 2005 and (b) a reduction in the valuation allowance on deferred tax assets of

approximately $3.3 million of which approximately $1.6 million was recorded in the quarter ended September 24, 2005.

Condensed Consolidated Balance Sheets
(in thousands) (unaudited)

	September 24, 2005		December 31, 2004
Assets:
Current assets:
Cash and investments	$	122,422	$	116,511
Accounts receivable		56,298		32,744
Inventories		43,905		41,515
Deferred taxes and other		23,827		19,906
		246,452		210,676
Property, plant & equipment, net		31,924		31,121
Other assets, primarily goodwill		11,533		8,971
Total assets	$	289,909	$	250,768
Liabilities & Stockholders’ Equity:
Current liabilities:
Deferred profit	$	12,860	$	9,651
Other current liabilities		35,367		26,532
		48,227		36,183
Deferred taxes and other noncurrent liabilities		6,871		6,473
Stockholders’ equity		234,811		208,112
Total liabilities & equity	$	289,909	$	250,768

For press releases and other information of interest to investors, please visit Cohu’s website at www.cohu.com
Contact: John Allen — Investor Relations (858) 848-8106