Market Overview

Cohu Reports Second Quarter 2018 Results

Share:
  • First half 2018 sales of $195 million, up 11% year-over-year
  • GAAP gross margin of 41.6%; non-GAAP gross margin of 42.4%
  • GAAP earnings per share of $0.39; non-GAAP adjusted earnings per
    share of $0.64
  • Received regulatory approvals to proceed with the acquisition of
    Xcerra

Cohu, Inc. (NASDAQ:COHU), a leading supplier of semiconductor
equipment, today reported fiscal 2018 second quarter net sales of
$99.8 million and GAAP income of $11.6 million or $0.39 per share. Net
sales for the first six months of 2018 were $195.0 million and GAAP
income was $19.8 million or $0.67 per share.

Cohu also reported non-GAAP results, with second quarter 2018 income of
$18.8 million or $0.64 per share and income of $29.3 million or
$0.99 per share for the first six months of 2018. (1)

 
                     
GAAP Results (1)
(in millions, except per share amounts) Q2 FY 2018 Q1 FY 2018 Q2 FY 2017 6 Months 2018 6 Months 2017
 
Net sales $99.8 $95.2 $93.9 $195.0 $175.0
Income $11.6 $8.1 $10.7 $19.8 $17.5
Income per share $0.39 $0.28 $0.37 $0.67 $0.61
   
   
 
Non-GAAP Results (1)
(in millions, except per share amounts) Q2 FY 2018 Q1 FY 2018 Q2 FY 2017 6 Months 2018 6 Months 2017
 
Income $18.8 $10.5 $13.8 $29.3 $23.7
Income per share $0.64 $0.36 $0.48 $0.99 $0.83
 

(1) All amounts presented are from continuing operations.

Total cash and investments at the end of the second quarter were
$150.9 million.

Luis Müller, President and Chief Executive Officer of Cohu, stated,
"Second quarter results were above our expectations, reflecting
continued momentum in the automotive and industrial semiconductor
markets, further complemented by solid gross margin, earnings expansion
and strong cash generation. We captured two new customers for our
handlers and book-to-bill was at parity with orders for recurring sales
growing to 48% of the total."

Müller continued, "The proposed acquisition of Xcerra is progressing on
schedule and integration plans are well underway. With regulatory
clearance recently granted in the United States and Germany, and no such
clearance required in other jurisdictions, we expect to close the
transaction early in the fourth quarter, subject to shareholder
approvals and other customary closing conditions."

Cohu expects third quarter 2018 sales to be approximately $92 million,
reflecting slower than expected demand for our equipment for smartphone
application processor test. Cohu's Board of Directors approved a
quarterly cash dividend of $0.06 per share payable on October 19, 2018
to shareholders of record on August 24, 2018.

Conference Call Information:

Cohu will host a live conference call and webcast to discuss its second
quarter 2018 results on Thursday, August 2, 2018 at 1:30 p.m. Pacific
Time/4:30 p.m. Eastern Time. Interested investors and analysts are
invited to dial into the conference call by using 1-866-434-5330
(domestic) or +1-213-660-0873 (international) and entering the pass code
3244917. Webcast access is available on the Investor Information section
of the company's website at www.cohu.com
and will include a slide presentation.

The teleconference replay will be available through September 2, 2018.
The replay dial-in number is 1-855-859-2056 (domestic) or
+1-404-537-3406 (international) using pass code 3244917. The webcast
replay will be available on the website through August 2, 2019.

About Cohu:

Cohu is a leading supplier of semiconductor test and inspection
handlers, micro-electro mechanical system (MEMS) test modules, test
contactors and thermal sub-systems used by global semiconductor
manufacturers and test subcontractors.

Use of Non-GAAP Financial Information:

Included within this press release are non-GAAP financial measures,
including non-GAAP Gross Margin, Income and Income (adjusted earnings)
per share, that supplement the Company's Condensed Consolidated
Statements of Income prepared under generally accepted accounting
principles (GAAP). These non-GAAP financial measures adjust the
Company's actual results prepared under GAAP to exclude charges and the
related income tax effect for share-based compensation, the amortization
of acquired intangible assets, manufacturing transition costs, employee
severance costs, acquisition related costs, fair value adjustment to
contingent consideration, and purchase accounting inventory step-up
included in cost of sales. Reconciliations of GAAP to non-GAAP amounts
for the periods presented herein are provided in schedules accompanying
this release and should be considered together with the Condensed
Consolidated Statements of Income.

These non-GAAP measures are not meant as a substitute for GAAP, but are
included solely for informational and comparative purposes. The
Company's management believes that this information can assist investors
in evaluating the Company's operational trends, financial performance,
and cash generating capacity. Management believes these non-GAAP
measures allow investors to evaluate Cohu's financial performance using
some of the same measures as management. However, the non-GAAP financial
measures should not be regarded as a replacement for (or superior to)
corresponding, similarly captioned, GAAP measures.

Forward-Looking Statements:

Certain matters discussed in this release, including statements
regarding capturing new customers; momentum in automotive and industrial
semiconductor markets; demand for our equipment for smartphone
application processor test; Cohu's third quarter 2018 sales forecast,
guidance and effective tax rate; 2018 sales growth; Cohu mid-term (3 to
5 year) model financial targets; introduction of new Infrared vision
module, Kita product deployments, cHybrid and cDragon progress, and all
statements regarding the acquisition of Xcerra, integration plans,
combined pro formas, EPS accretion, synergies, acquisition debt
repayment and expected closing date 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, risks associated with
acquisitions; inventory, goodwill and other asset write-downs; our
ability to convert new products into production on a timely basis and to
support product development and meet customer delivery and acceptance
requirements for new products; our reliance on third-party contract
manufacturers and suppliers; failure to obtain customer acceptance
resulting in the inability to recognize revenue and accounts receivable
collection problems; revenue recognition impacts due to ASC 606; market
demand and adoption of our new products; customer orders may be canceled
or delayed; the concentration of our revenues from a limited number of
customers; intense competition in the semiconductor equipment industry;
our reliance on patents and intellectual property; compliance with U.S.
export regulations; impacts from the Tax Cuts and Jobs Act of 2017;
geopolitical issues; ERP system implementation issues; the seasonal,
volatile and unpredictable nature of capital expenditures by
semiconductor manufacturers; rapid technological change; and significant
risks associated with the Xcerra transaction including but not limited
to (i) the risk that the conditions to the closing of the proposed
transaction are not satisfied, (ii) uncertainties as to the timing of
the consummation of the proposed transaction and the ability of each of
Cohu and Xcerra to consummate the proposed transaction, including as a
result of the failure of Cohu to obtain or provide on a timely basis or
at all the necessary financing, (iii) the ability of Cohu and Xcerra to
integrate their businesses successfully and to achieve anticipated
synergies, (iv) the possibility that other anticipated benefits of the
proposed transaction will not be realized, (v) litigation relating to
the proposed transaction that has been or could be instituted against
Cohu, Xcerra, or their respective directors, (vi) possible disruptions
from the proposed transaction that could harm Cohu's and/or Xcerra's
respective businesses, (vii) the ability of Cohu or Xcerra to retain,
attract and hire key personnel, (viii) potential adverse reactions or
changes to relationships with customers, employees, suppliers or other
parties resulting from the announcement or completion of the proposed
transaction, (ix) potential business uncertainty, including changes to
existing business relationships, during the pendency of the proposed
transaction that could affect Cohu's or Xcerra's financial performance,
(x) certain restrictions during the pendency of the proposed transaction
that may impact Cohu's or Xcerra's ability to pursue certain business
opportunities or strategic transactions, (xi) the adverse impact to
Cohu's operating results from interest expense on the financing debt,
rising interest rates, and any restrictions on operations related to
such debt, and (xii) continued availability of capital and financing and
rating agency actions. These and other risks and uncertainties are
discussed more fully in Cohu's filings with the Securities and Exchange
Commission, including the most recently filed Form 10-K and Form 10-Q,
and in the Registration Statement on Form S-4 that has been filed by
Cohu with the SEC containing a prospectus with respect to the Cohu
common stock to be issued in the proposed Xcerra transaction and a joint
proxy statement of Cohu and Xcerra in connection with the proposed
transaction that is or will be contained therein. The forward-looking
statements included in this release are not assurances, and speak only
as of the date of this release, and Cohu does not undertake any
obligation to update these forward-looking statements to reflect
subsequent events or circumstances.

No Offer or Solicitation:

This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of any
vote or approval. No offer of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.

Participants in the Solicitation:

Cohu, Xcerra, certain of their respective directors, executive officers,
members of management and employees may, under the rules of the SEC, be
deemed to be participants in the solicitation of proxies in connection
with the proposed transaction. Information regarding the persons who
may, under the rules of the SEC, be deemed "participants" in the
solicitation of proxies in connection with the proposed transaction, and
a description of their direct and indirect interests in the proposed
transaction, which may differ from the interests of Cohu stockholders or
Xcerra stockholders generally, is set forth in the Joint Proxy
Statement/Prospectus filed with the SEC. Information concerning Cohu's
directors and executive officers and their beneficial ownership of
Cohu's common stock is set forth in Cohu's Registration Statement on
Form S-4, its annual proxy statement on Schedule 14A filed with the SEC
on April 3, 2018, and in its Annual Report on Form 10-K for the year
ended December 30, 2017. These documents are available free of charge at
the SEC's website at www.sec.gov
or by visiting the Cohu Investor Relations page on its corporate website
at https://Cohu.gcs-web.com.
Information regarding Xcerra's directors and executive officers and
their beneficial ownership of Xcerra common stock is also set forth in
Xcerra's proxy statement on Schedule 14A filed with the SEC on September
5, 2017, and in its Annual Report on Form 10-K for the year ended July
31, 2017, and is supplemented by other public filings made, and to be
made, with the SEC by Xcerra. These documents are available free of
charge at the SEC's website at www.sec.gov
or by visiting the Xcerra Investor Relations page on its corporate
website at https://Xcerra.com/investors.
Other information regarding the participants in the proxy solicitations
and a description of their direct and indirect interests, by security
holdings or otherwise, are contained in the Joint Proxy
Statement/Prospectus regarding the proposed transaction and other
relevant materials that have been or will be filed with the SEC when
they become available. You may obtain copies of the documents described
in the preceding sentence when they become available free of charge by
visiting the SEC's website at www.sec.gov.

Additional Information and Where You Can Find It:

On June 21, 2018, Cohu filed with the SEC the Registration Statement
containing the Joint Proxy Statement/Prospectus, which was subsequently
amended on July 26, 2018, and declared effective by the SEC on July 30,
2018. The definitive Joint Proxy Statement/Prospectus was first
delivered to the stockholders of Cohu and Xcerra on or around July 30,
2018. This communication is not a substitute for the Registration
Statement, the definitive Joint Proxy Statement/Prospectus or any other
documents that Cohu or Xcerra may file or may have filed with the SEC,
or will send or have sent to stockholders in connection with the
proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ
ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE DEFINITIVE
JOINT PROXY STATEMENT/PROSPECTUS, CAREFULLY AND IN THEIR ENTIRETY
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security
holders may obtain free copies of these documents and other documents
filed by Cohu and Xcerra with the SEC at the SEC's website at www.sec.gov.
In addition, investors and security holders may obtain free copies of
the documents filed with the SEC by visiting the Cohu Investor Relations
page on its corporate website at https://cohu.gcs-web.com
or by contacting Cohu Investor Relations by telephone at (858) 848-8106
or by mail at Cohu Corporate Headquarters, 12367 Crosthwaite Circle,
Poway, CA 92064, attention Jeffrey D. Jones, or by visiting the Xcerra
Investor Relations page on its corporate website at https://xcerra.com/investors
or by contacting Xcerra Investor Relations by telephone at (781)
467-5063 or by mail at Xcerra Investor Relations, Xcerra Corporation,
825 University Avenue, Norwood, MA 02062, attention Rich Yerganian.

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

 
 
COHU, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(in thousands, except per share amounts)
                 
Three Months Ended (1) Six Months Ended (1)
June 30, June 24, June 30, June 24,
2018     2017 2018     2017
 
Net sales $ 99,817 $ 93,866 $ 194,967 $ 174,963
Cost and expenses:
Cost of sales 58,316 56,736 113,915 105,577
Research and development 11,051 9,466 22,826 19,242
Selling, general and administrative (2)   16,652   16,020     34,415   30,480  
  86,019   82,222     171,156   155,299  
Income from operations 13,798 11,644 23,811 19,664
Interest and other, net   318   142     554   243  
Income from continuing operations before taxes 14,116 11,786 24,365 19,907
Income tax provision   2,468   1,078     4,595   2,436  
Income from continuing operations   11,648   10,708     19,770   17,471  
 
Discontinued operations:
Loss from discontinued operations before taxes (3) - (278 ) - (278 )
Income tax provision   -   -     -   -  
Loss from discontinued operations   -   (278 )   -   (278 )
Net income $ 11,648 $ 10,430   $ 19,770 $ 17,193  
 
 
Income per share:
Basic:
Income from continuing operations $ 0.40 $ 0.39 $ 0.69 $ 0.64
Loss from discontinued operations   -   (0.01 )   -   (0.01 )
$ 0.40 $ 0.38   $ 0.69 $ 0.63  
 
Diluted:
Income from continuing operations $ 0.39 $ 0.37 $ 0.67 $ 0.61
Loss from discontinued operations   -   (0.01 )   -   (0.01 )
$ 0.39 $ 0.36   $ 0.67 $ 0.60  
 
Weighted average shares used in
computing income per share: (4)
Basic   28,893   27,708     28,747   27,343  
Diluted   29,651   28,725     29,591   28,488  
 
(1)   The three- and six-month periods ended June 30, 2018 were comprised
of 13 weeks and 26 weeks, respectively. The three- and six-month
periods ended June 24, 2017 were comprised of 13 weeks and 25 weeks,
respectively.
(2) SG&A expense for the three- and six-month periods ended June 30,
2018 include Xcerra transaction costs totaling $3.8 million and $4.1
million, respectively.
(3) All amounts presented result from an adjustment to the fair value of
a contingent consideration receivable recorded in conjunction with
the sale of BMS in 2015.
(4) The Company has utilized the "control number" concept in the
computation of diluted earnings per share to determine whether a
potential common stock instrument is dilutive. The control number
used is income from continuing operations. The control number
concept requires that the same number of potentially dilutive
securities applied in computing diluted earnings per share from
continuing operations be applied to all other categories of income
or loss, regardless of their anti-dilutive effect on such categories.
 
 
COHU, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands) (Unaudited)
       
June 30, December 30,
2018 2017
Assets:
Current assets:
Cash and investments $ 150,873 $ 155,615
Accounts receivable 91,451 71,125
Inventories 63,136 62,085
Other current assets   10,986   8,613
Total current assets 316,446 297,438
Property, plant & equipment, net 33,537 34,172
Goodwill 64,765 65,613
Intangible assets, net 14,499 16,748
Other assets   6,524   6,486
Total assets $ 435,771 $ 420,457
 
Liabilities & Stockholders' Equity:
Current liabilities:
Deferred profit $ 1,709 $ 6,608
Other current liabilities   84,839   78,659
Total current liabilities 86,548 85,267
Other noncurrent liabilities 44,760 46,099
Stockholders' equity   304,463   289,091
Total liabilities & stockholders' equity $ 435,771 $ 420,457
 
 
COHU, INC.
Supplemental Reconciliation of GAAP Results to Non-GAAP Financial
Measures (Unaudited)
(in thousands, except per share amounts)
 
      Three Months Ended
June 30,     March 31,     June 24,
2018 2018 2017
Income from operations - GAAP basis (a) $ 13,798 $ 10,013 $ 11,644
 
Non-GAAP adjustments:
Share-based compensation included in (b):
Cost of sales 162 121 121
Research and development 395 349 262
Selling, general and administrative (SG&A)   1,391     1,199     1,376  
1,948 1,669 1,759
Amortization of intangible assets included in (c):
Cost of sales 639 676 570
SG&A   380     398     404  
1,019 1,074 974
 
Manufacturing transition and severance costs included in SG&A (d) 100 (13 ) 341
Adjustment to contingent consideration included in SG&A (e) 577 (147 ) -
Acquisition costs included in SG&A (f) 3,848 296 56
Inventory step-up included in cost of sales (g)   -     -     465  
Income from operations - non-GAAP basis (h) $ 21,290   $ 12,892   $ 15,239  
 
Income from continuing operations - GAAP basis $ 11,648 8,122 $ 10,708
Non-GAAP adjustments (as scheduled above) 7,492 2,879 3,595
Tax effect of non-GAAP adjustments (i)   (305 )   (501 )   (488 )
Income from continuing operations - non-GAAP basis $ 18,835   $ 10,500   $ 13,815  
 
GAAP income from continuing operations per share - diluted $ 0.39 0.28 $ 0.37
Non-GAAP income from continuing operations per share - diluted (j) $ 0.64 0.36 $ 0.48
 
Gross Profit Reconciliation
Gross profit - GAAP basis $ 41,501 $ 39,551 $ 37,130
Non-GAAP adjustments to cost of sales (as scheduled above)   801     797     1,156  
Gross profit - Non-GAAP basis $ 42,302   $ 40,348   $ 38,286  
Non-GAAP gross profit as a percentage of net sales 42.4 % 42.4 % 40.8 %
 
Operating Expense Reconciliation
Operating Expense - GAAP basis $ 27,703 $ 29,538 $ 25,486
Non-GAAP adjustments to R&D and SG&A (as scheduled above)   (6,691 )   (2,082 )   (2,439 )
Operating Expenses - Non-GAAP basis $ 21,012   $ 27,456   $ 23,047  
 

Management believes the presentation of these non-GAAP financial
measures, when taken together with the corresponding GAAP financial
measures, provides meaningful supplemental information regarding the
Company's operating performance. Our management uses these non-GAAP
financial measures in assessing the Company's operating results, as well
as when planning, forecasting and analyzing future periods and these
non-GAAP measures allow investors to evaluate the Company's financial
performance using some of the same measures as management. Management
views share-based compensation as an expense that is unrelated to the
Company's operational performance as it does not require cash payments
and can vary in amount from period to period and the elimination of
amortization charges provides better comparability of pre and
post-acquisition operating results and to results of businesses
utilizing internally developed intangible assets. Manufacturing
transition costs relate principally to employee severance expenses
incurred as a result of moving certain manufacturing activities to Asia
as part of our cost reduction efforts and employee severance are costs
incurred in conjunction with the termination of certain employees to
streamline our operations and reduce costs. Management has excluded
these costs primarily because they are not reflective of the ongoing
operating results and they are not used to assess ongoing operational
performance. Acquisition costs, fair value adjustment to contingent
consideration and inventory step-up costs have been excluded by
management as they are unrelated to the core operating activities of the
Company and the frequency and variability in the nature of the charges
can vary significantly from period to period. Excluding this data
provides investors with a basis to compare Cohu's performance against
the performance of other companies without this variability. However,
the non-GAAP financial measures should not be regarded as a replacement
for (or superior to) corresponding, similarly captioned, GAAP measures.
The presentation of non-GAAP financial measures above may not be
comparable to similarly titled measures reported by other companies and
investors should be careful when comparing our non-GAAP financial
measures to those of other companies.

(a)   13.8%, 10.5% and 12.4% of net sales, respectively.
(b) To eliminate compensation expense for employee stock options, stock
units and our employee stock purchase plan.
(c) To eliminate the amortization of acquired intangible assets.
(d) To eliminate manufacturing transition and employee severance costs.
(e) To eliminate fair value adjustment to contingent consideration
related to the acquisition of Kita.
(f) To eliminate professional fees and other direct incremental expenses
incurred related to acquisitions.
(g) To eliminate the inventory step-up costs incurred related to the
acquisition of Kita.
(h) 21.3%, 13.5% and 16.2% of net sales, respectively.
(i) To adjust the provision for income taxes related to the adjustments
described above based on applicable tax rates.
(j) All periods presented were computed using the number of GAAP diluted
shares outstanding.
 
 
COHU, INC.
Supplemental Reconciliation of GAAP Results to Non-GAAP Financial
Measures (Unaudited)
(in thousands, except per share amounts)
 
        Six Months Ended
June 30,     June 24,
2018 2017
Income from operations - GAAP basis (a) $ 23,811 $ 19,664
 
Non-GAAP adjustments:
Share-based compensation included in (b):
Cost of sales 283 204
Research and development 744 578
Selling, general and administrative (SG&A)   2,590     2,694  
3,617 3,476
Amortization of intangible assets included in (c):
Cost of sales 1,315 1,338
SG&A   778     746  
2,093 2,084
 
Manufacturing transition and severance costs included in SG&A (d) 87 445
Adjustment to contingent consideration included in SG&A (e) 430 -
Acquisition costs included in SG&A (f) 4,144 243
Inventory step-up included in cost of sales (g)   -     812  
Income from operations - non-GAAP basis (h) $ 34,182   $ 26,724  
 
Income from continuing operations - GAAP basis $ 19,770 $ 17,471
Non-GAAP adjustments (as scheduled above) 10,371 7,060
Tax effect of non-GAAP adjustments (i)   (806 )   (864 )
Income from continuing operations - non-GAAP basis $ 29,335   $ 23,667  
 
GAAP income per share - diluted $ 0.67 $ 0.61
Non-GAAP income per share - diluted (j) $ 0.99 $ 0.83
 
Gross Profit Reconciliation
Gross profit - GAAP basis $ 81,052 $ 69,386
Non-GAAP adjustments to cost of sales (as scheduled above)   1,598     2,354  
Gross profit - Non-GAAP basis $ 82,650   $ 71,740  
Non-GAAP gross profit as a percentage of net sales 42.4 % 41.0 %
 
Operating Expense Reconciliation
Operating Expense- GAAP basis $ 57,241 $ 49,722
Non-GAAP adjustments to R&D and SG&A (as scheduled above)   (8,773 )   (4,706 )
Operating Expenses - Non-GAAP basis $ 48,468   $ 45,016  
 

Management believes the presentation of these non-GAAP financial
measures, when taken together with the corresponding GAAP financial
measures, provides meaningful supplemental information regarding the
Company's operating performance. Our management uses these non-GAAP
financial measures in assessing the Company's operating results, as well
as when planning, forecasting and analyzing future periods and these
non-GAAP measures allow investors to evaluate the Company's financial
performance using some of the same measures as management. Management
views share-based compensation as an expense that is unrelated to the
Company's operational performance as it does not require cash payments
and can vary in amount from period to period and the elimination of
amortization charges provides better comparability of pre and
post-acquisition operating results and to results of businesses
utilizing internally developed intangible assets. Manufacturing
transition costs relate principally to employee severance expenses
incurred as a result of moving certain manufacturing activities to
Asia as part of our cost reduction efforts and employee severance are
costs incurred in conjunction with the termination of certain employees
to streamline our operations and reduce costs. Management has excluded
these costs primarily because they are not reflective of the ongoing
operating results and they are not used to assess ongoing operational
performance. Acquisition costs, fair value adjustment to contingent
consideration and inventory step-up costs have been excluded by
management as they are unrelated to the core operating activities of the
Company and the frequency and variability in the nature of the charges
can vary significantly from period to period. Excluding this data
provides investors with a basis to compare Cohu's performance against
the performance of other companies without this variability. However,
the non-GAAP financial measures should not be regarded as a replacement
for (or superior to) corresponding, similarly captioned, GAAP measures.
The presentation of non-GAAP financial measures above may not be
comparable to similarly titled measures reported by other companies and
investors should be careful when comparing our non-GAAP financial
measures to those of other companies.

(a)   12.2% and 11.2% of net sales, respectively.
(b) To eliminate compensation expense for employee stock options, stock
units and our employee stock purchase plan.
(c) To eliminate the amortization of acquired intangible assets.
(d) To eliminate manufacturing transition and employee severance costs.
(e) To eliminate fair value adjustment to contingent consideration
related to the acquisition of Kita.
(f) To eliminate professional fees and other direct incremental expenses
incurred related to the acquisitions.
(g) To eliminate the inventory step-up costs incurred related to
acquisitions.
(h) 17.5% and 15.3% of net sales, respectively.
(i) To adjust the provision for income taxes related to the adjustments
described above based on applicable tax rates.
(j) All periods presented were computed using the number of GAAP diluted
shares outstanding.
 

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