Cohu Reports Material Agreement Termination & Financial Update

TL;DR

**Cohu just terminated a key agreement and updated financials, watch for potential operational shifts!**

AI Summary

Cohu, Inc. filed an 8-K on February 15, 2024, reporting events from February 9, 2024. The filing indicates the termination of a material definitive agreement and provides information regarding results of operations and financial condition. The company, based in Poway, California, operates in instruments for measurement and testing of electricity and electronic signals.

Why It Matters

This filing signals a significant change in Cohu's operational agreements and provides an update on its financial health, which could impact future business strategies and investor confidence.

Risk Assessment

Risk Level: medium — The termination of a material definitive agreement can introduce uncertainty regarding future revenue streams or operational stability.

Key Players & Entities

• Cohu, Inc. (company) — Registrant
• February 9, 2024 (date) — Date of Earliest Event Reported
• February 15, 2024 (date) — Filing Date
• Delaware (company) — State of incorporation
• Poway, California (company) — Business address location

FAQ

Key Financial Figures

• $1.00 — ge on which registered Common Stock , $1.00 par value COHU The NASDAQ Stock Mark
• $350.0 million — an aggregate principal amount of up to $350.0 million secured term loan facility ("Term Loan
• $29.4 million — off Letter, the Company paid a total of $29.4 million to Duetsche Bank, representing the outs

Filing Documents

• cohu20240213_8k.htm (8-K) — 44KB
• ex_626350.htm (EX-99.1) — 439KB
• img01.jpg (GRAPHIC) — 19KB
• 0001437749-24-004350.txt ( ) — 672KB
• cohu-20240209.xsd (EX-101.SCH) — 3KB
• cohu-20240209_def.xml (EX-101.DEF) — 11KB
• cohu-20240209_lab.xml (EX-101.LAB) — 15KB
• cohu-20240209_pre.xml (EX-101.PRE) — 11KB
• cohu20240213_8k_htm.xml (XML) — 3KB

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement. As previously disclosed, on October 1, 2018, Cohu, Inc. (collectively, the "Company") entered into a Credit and Guaranty Agreement, as amended, by and among Cohu, Inc., Certain Subsidiaries of Cohu, Inc. (the "Borrowers") and the lenders ("Lenders") and Deutsche Bank AG New York Branch, as administrative agent and collateral agent ("DBNY"), (the "Credit Agreement") for an aggregate principal amount of up to $350.0 million secured term loan facility ("Term Loan Credit Facility") subject to certain terms and conditions. The maturity date under the Credit Agreement was October 1, 2025. On February 9, 2024, Cohu entered into a payoff letter for a voluntary prepayment of the Term Loan Credit Facility (the "Payoff Letter"). Pursuant to the Payoff Letter, the Company paid a total of $29.4 million to Duetsche Bank, representing the outstanding principal, interest, fees, breakage costs and other amounts owing to the Lenders and thereby terminated the Credit Agreement. No early termination penalty was paid in connection with the Payoff Letter. Pursuant to the Payoff Letter, the Lenders' commitments to extend further credit to the Borrowers terminated; the DBNY released and terminated all liens or security interests granted to secure the obligations under the Credit Agreement and the Company was unconditionally released from its respective guaranties and obligations under the Term Loan Credit Facility and the Credit Agreement and related loan documents without further action (other than with respect to customary provisions and agreements that are expressly specified to survive the termination). DBNY returned to the Company, for the benefit of the Company, all of the collateral that it had in its possession. The foregoing description of the Credit Agreement, as amended, does not purport to be complete and qualified in its entirety by reference to the full text of such documents, which are filed as Exhibits 10.1 and

02 Results of Operations and Financial Condition

Item 2.02 Results of Operations and Financial Condition. On February 15, 2024, the Company issued a press release regarding its financial results for the fourth quarter and year ended December 30, 2023. 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. Use of Non-GAAP Financial Information: Included within this current report are non-GAAP financial measures, including non-GAAP Gross Margin/Profit, Income and Income (adjusted earnings) per share, Operating Income, Operating Expense, effective tax rate, free cash flow, net cash per share and Adjusted EBITDA that supplement the Company's Condensed Consolidated Statements of Operations prepared under generally accepted accounting principles (GAAP). These non-GAAP financial measures adjust the Company's actual results prepared under GAAP to exclude charges and the related income tax effect for: share-based compensation, the amortization of purchased intangible assets, manufacturing transition and severance costs, acquisition-related costs and associated professional fees, restructuring costs, inventory step-up, depreciation of purchase accounting adjustments to property, plant and equipment, employer payroll taxes related to accelerated vesting share-based awards, amortization of cloud-based software implementation costs (Adjusted EBITDA only) and loss on extinguishment of debt (Adjusted EBITDA only). Reconciliations of GAAP to non-GAAP amounts for the periods presented herein are provided i

Forward Looking Statements

Forward Looking Statements: Certain statements contained in this current report may be considered forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, including statements regarding expectations related to our AI inspection software products or our new factory in the Philippines; expanding Cohu's recurring revenue; Cohu's FY2024 outlook, including quarterly projections; expected market condition improvements or other forecasts based upon customer input; and any other statements that are predictive in nature and depend upon or refer to future events or conditions; and/or include words such as "may," "will," "should," "would," "expect," "anticipate," "plan," "likely," "believe," "estimate," "project," "intend;" and/or other similar expressions among others. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties and are not guarantees of future performance. Any third-party industry analyst forecasts quoted are for reference only and Cohu does not adopt or affirm any such forecasts. Actual results and future business conditions could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation: new product investments and product enhancements which may not be commercially successful; the semiconductor industry is seasonal, cyclical, volatile and unpredictable; recent erosion in mobile, automotive and industrial market sales; our ability to manage and deliver high quality products and services; failure of sole source contract manufacturer or our ability to manage third-party raw material, component and/or service providers; ongoing inflationary pressures on material and operational costs coupled with rising interest rates; economic recession; the semiconductor industry is intensely competitive, subject to rapid

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. The Exhibit listed below is being furnished with this Current Report on Form 8-K. (d) Exhibits Exhibit No. - 99.1 Fourth Quarter and Full Year 2023 Earnings Release, dated February 15, 2024, of Cohu, Inc. Exhibit No. - 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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. February 15, 2024 By: /s/ Jeffrey D. Jones Name: Jeffrey D. Jones Title: Senior VP Finance and Chief Financial Officer Exhibit Index Exhibit No. Description 99.1 Fourth Quarter and Full Year 2023 Earnings Release, dated February 15, 2024, of Cohu, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

View Full Filing

View this 8-K filing on SEC EDGAR