Business Context and Reporting Period
Company: Cohu, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: January 4, 2017
Event: Completion of the acquisition of all outstanding share capital of Kita Manufacturing Co., LTD. and Kita USA, Inc. (collectively "Kita").
Key Financial Metrics
This filing reports on a specific transaction rather than periodic financial performance. Key transaction metrics include:
- Total Purchase Price: Approximately $21.1 million.
- Initial Cash Payment: $15.0 million.
- Debt Assumed: Approximately $6.1 million (operating and expansion debt, net of cash acquired).
- Working Capital Adjustment: The purchase price is subject to adjustment based on actual working capital and net debt at closing versus estimates.
Note: The filing does not provide revenue, profit, cash flow, or margin data for Cohu or Kita. Pro forma financial information is scheduled to be provided in a future amendment.
Material Changes
The primary material change is the expansion of Cohu's operations through the acquisition of Kita. Kita is headquartered in Osaka, Japan, with operations in Attleboro, Massachusetts. The company designs, manufactures, and sells spring probe contacts used in final test contactors, probe cards, PCB test boards, and connectors for global customers.
Outlook, Risks, and Contingencies
- Future Filings: Cohu intends to file audited consolidated financial statements for Kita and pro forma financial information via amendment to this 8-K within the timeframes specified by Regulation S-X.
- Price Contingency: The final consideration is contingent upon the reconciliation of working capital and net debt at closing.
- Management Commentary: A press release announcing the completion was issued on January 5, 2017 (Exhibit 99.1).
Investor Verification Checklist
- Verify the final purchase price adjustment once working capital and net debt are reconciled.
- Review the upcoming amendment for pro forma financial information to assess the impact on Cohu's consolidated results.
- Examine the audited financial statements of Kita to be filed in a subsequent amendment.
- Confirm the integration timeline and strategic fit of Kita's spring probe contact technology with Cohu's existing product lines.