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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) | April 24, 2003 |
PDF Solutions, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 000-31311 | 25-1701361 | ||
| (State or Other Jurisdiction | (Commission File | (IRS Employer | ||
| of Incorporation) | Number) | Identification No.) | ||
| 333 West San Carlos Street, Suite 700, San Jose, CA | 95110 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| Registrant’s telephone number, including area code | (408) 280-7900 |
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
| Item 7. Financial Statements and Exhibits. | ||||||||
| Item 9. Regulation FD Disclosure. | ||||||||
| SIGNATURES | ||||||||
| EXHIBIT INDEX | ||||||||
| EXHIBIT 99.1 | ||||||||
| EXHIBIT 99.2 | ||||||||
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Item 7. Financial Statements and Exhibits.
| (c) | Exhibits. |
| 99.1 | Press Release dated April 24, 2003 regarding financial results and certain other information related to the first quarter of fiscal 2003 | ||
| 99.2 | Press Release dated April 24, 2003 regarding the financial outlook for the second quarter of fiscal 2003 |
Item 9. Regulation FD Disclosure.
The following information is furnished pursuant to Item 12, “Results of Operations and Financial Condition.”
On April 24, 2003, PDF Solutions, Inc. issued a press release regarding its financial results and certain other information related to the first quarter of fiscal year 2003. Also on April 24, 2003, PDF Solutions, Inc. issued a press release regarding the financial outlook for the second quarter of fiscal 2003. A copy of each of these press releases is attached as Exhibit 99.1 and Exhibit 99.2.
Use of Non-GAAP Information
In addition to providing results that are determined in accordance with Generally Accepted Accounting Principles (GAAP), PDF Solutions also provides certain non-GAAP financial measures that exclude certain charges as additional information relating to its operating results. PDF’s management believes that the presentation of these measures provides useful information to investors regarding certain additional financial and business trends relating to its financial condition and results of operations. PDF has also chosen to provide this information to investors to enable them to perform meaningful comparisons of its past, present and future operating results. These measures are not in accordance with, or an alternative to, GAAP and may be different from non-GAAP measures used by other companies. The calculations of non-GAAP financial measures have been adjusted to exclude the effects of amortization of stock-based compensation and intangibles.
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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.
| PDF Solutions, Inc. | ||||||||
| By: | /s/ | P. Steven Melman | ||||||
| Name: | P. Steven Melman | |||||||
| Title: | Vice President, Finance and Administration and Chief Financial Officer |
|||||||
| Dated: April 24, 2003 | ||||||||
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EXHIBIT INDEX
| Number | Exhibit | |
| 99.1 | Press Release dated April 24, 2003 regarding financial results and certain other information related to the first quarter of fiscal 2003 | |
| 99.2 | Press Release dated April 24, 2003 regarding the financial outlook for the second quarter of fiscal 2003 |
Exhibit 99.1 NEWS RELEASE Investor Relations Contact: Corporate Communications Contact: Rochelle Krause Mana Uchino PDF Solutions, Inc. PDF Solutions, Inc. Tel: (408) 938-6437 Tel: (408) 938-6483 Email: rochelle.krause@pdf.com Email: mana.uchino@pdf.com PDF SOLUTIONS, INC. REPORTS FIRST QUARTER 2003 FINANCIAL RESULTS SAN JOSE, Calif. -- April 24, 2003 -- PDF Solutions, Inc. (Nasdaq: PDFS), the leading provider of semiconductor process-design integration technologies and services, today announced financial results for its first fiscal quarter ended March 31, 2003. Revenue for the first fiscal quarter of 2003 totaled $9.1 million, a decrease of 21% compared with revenue of $11.5 million for the first fiscal quarter of 2002. Pro forma net loss for the first fiscal quarter of 2003, excluding amortization of stock-based compensation and intangibles, totaled $658,000, or $0.03 per diluted share, compared with pro forma net income of $1.4 million, or $0.06 per diluted share, for the first fiscal quarter of 2002. Reported net loss for the first fiscal quarter of 2003 totaled $1.3 million, or $0.06 per diluted share, compared with a reported net income of $580,000, or $0.02 per diluted share, for the first fiscal quarter of 2002. "We are satisfied with financial results that exceeded prior revenue and pro forma earnings per share guidance," said John Kibarian, PDF's President and Chief Executive Officer. "More importantly, in the first quarter we continued our efforts to expand our customer base. We entered into a multi-million dollar assessment with a new strategic customer that is a top-10 semiconductor manufacturer headquartered in the United States. I'm pleased to say that in an environment that is still challenging, we continue to execute against our business objectives." As previously announced, the company will hold a live conference call beginning at 3:00 p.m. PDT/6:00 p.m. EDT today to discuss these quarterly results. A live webcast of this teleconference will be available on the company's website at http://ir.pdf.com/medialist.cfm. A replay of the call will be available at the same website address following the call. Further, a copy of this press release, including the disclosure and reconciliation of certain non-GAAP financial measures to the most directly comparable GAAP measure, which non-GAAP measures may be used periodically by the company's management when discussing financial results with investors and analysts, will be available on the company's website at http://www.pdf.com/news_archive.phtml following the date of this release. -more- ABOUT PDF SOLUTIONS PDF Solutions, Inc. (Nasdaq: PDFS) is the leading provider of process-design integration technologies for integrated circuits (ICs). PDF's software, methodologies and services enable semiconductor companies to create more manufacturable IC designs and more capable manufacturing processes. By simulating deep sub-micron product and process interactions, the PDF solution offers clients reduced time to market, increased IC yield and performance, and enhanced product reliability and profitability. Headquartered in San Jose, California, PDF operates worldwide with additional offices in Europe and Japan. For more information, visit www.pdf.com. PDF Solutions(R) is a registered trademark of PDF Solutions, Inc. -more- PDF SOLUTIONS, INC. CONSOLIDATED BALANCE SHEETS (IN THOUSANDS) -more-
MARCH 31, DECEMBER 31, 2003 2002 --------- ------------ ASSETS Current assets: Cash and cash equivalents................................. $ 71,866 $ 71,490 Accounts receivable, net of allowances.................... 7,461 7,924 Prepaid expenses and other current assets................. 4,463 4,406 --------- --------- Total current assets...................................... 83,790 83,820 Property and equipment, net.................................. 3,321 3,533 Goodwill..................................................... 662 662 Intangible assets, net....................................... 179 220 Other assets................................................. 1,776 1,564 --------- --------- Total assets.......................................... $ 89,728 $ 89,799 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable.......................................... $ 441 $ 499 Accrued compensation and related benefits................. 2,007 1,143 Other accrued liabilities................................. 1,802 1,652 Taxes payable............................................. 971 1,838 Deferred revenues......................................... 4,403 4,496 Billings in excess of recognized revenue.................. 1,102 606 Current portion of long-term debt......................... 17 17 --------- --------- Total current liabilities............................. 10,743 10,251 Long-term debt............................................... 10 15 Deferred tax liability....................................... 722 752 Deferred rent................................................ 20 39 Stockholders' equity: Common stock............................................ 3 3 Additional paid-in-capital.............................. 100,080 99,884 Deferred stock-based compensation....................... (893) (1,340) Notes receivable from stockholders...................... (4,830) (4,998) Accumulated deficit..................................... (16,179) (14,845) Cumulative other comprehensive income................... 52 38 --------- --------- Total stockholders' equity............................ 78,233 78,742 --------- --------- Total liabilities and stockholders' equity........ $ 89,728 $ 89,799 ========= ========= PDF SOLUTIONS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE DATA) -more-
THREE MONTHS ENDED -------------------------- MARCH 31, MARCH 31, 2003 2002 --------- --------- Revenue: Design-to-silicon yield solutions........... $ 8,108 $ 8,380 Gain share.................................. 959 3,077 -------- -------- Total revenue............................. $ 9,067 $ 11,457 -------- -------- Cost and expenses: Cost of design-to-silicon yield solutions... 3,444 3,864 Research and development.................... 4,332 3,190 Selling, general and administrative......... 2,703 2,554 Stock-based compensation amortization*...... 649 788 -------- -------- Total costs and expenses.................. 11,128 10,396 ======== ======== Income (loss) from operations.................. (2,061) 1,061 Interest and other income...................... 375 359 -------- -------- Income (loss) before taxes..................... (1,686) 1,420 Tax (benefit) provision........................ (352) 840 -------- -------- Net income (loss).............................. $ (1,334) $ 580 ======== ======== Net income (loss) per share: Basic....................................... $ (.06) $ 0.03 Diluted..................................... $ (.06) $ 0.02 Weighted average common shares: Basic....................................... 22,488 21,638 Diluted..................................... 22,488 23,441 * Stock-based compensation amortization: Cost of design-to-silicon yield solutions.. $ 130 $ 263 Research and development................... 408 438 Selling, general and administrative........ 111 87 -------- -------- $ 649 $ 788 ======== ======== PDF SOLUTIONS, INC. RECONCILIATION OF REPORTED GAAP NET INCOME (LOSS) TO PRO FORMA NET INCOME (LOSS) (IN THOUSANDS, EXCEPT PER SHARE DATA) ###
THREE MONTHS ENDED ------------------------- MARCH 31, MARCH 31, 2003 2002 --------- --------- Net income (loss) $ (1,334) $ 580 Stock-based compensation amortization............ 649 788 Amortization of intangibles, net................. 27 26 -------- -------- Pro forma net income (loss)...................... $ (658) $ 1,394 ======== ======== Pro forma net income (loss) per share - diluted.. $ (0.03) $ 0.06 ======== ======== Weighted average common shares - diluted......... 22,488 23,441 ======== ========
Exhibit 99.2 NEWS RELEASE Investor Relations Contact: Corporate Communications Contact: Rochelle Krause Mana Uchino PDF Solutions, Inc. PDF Solutions, Inc. Tel: (408) 938-6437 Tel: (408) 938-6483 Email: rochelle.krause@pdf.com Email: mana.uchino@pdf.com PDF SOLUTIONS, INC. PROVIDES FINANCIAL OUTLOOK FOR THE SECOND QUARTER OF FISCAL 2003 SAN JOSE, Calif. -- April 24, 2003 -- PDF Solutions, Inc. (Nasdaq: PDFS), the leading provider of semiconductor process-design integration technologies and services, today provided its financial outlook for the second fiscal quarter ending June 30, 2003. PDF Solutions expects total revenue in the range of $10.0 million to $10.5 million for the second fiscal quarter ending June 30, 2003. Pro forma net loss for the second fiscal quarter of 2003, excluding amortization of stock-based compensation and intangibles, is projected in a range of $50,000 to $550,000, or breakeven to $0.02 per diluted share. Reported net loss, on a GAAP basis, is projected in a range of $425,000 to $925,000, or $0.02 to $0.04 per diluted share. As previously announced, the company will hold a live conference call beginning at 3:00 p.m. PDT/6:00 p.m. EDT today to discuss this outlook. A live webcast of this teleconference will be available on the company's website at http://ir.pdf.com/medialist.cfm. A replay of the call will be available at the same website address following the call. Further, a copy of this press release, including the disclosure and reconciliation of certain non-GAAP financial measures to the most directly comparable GAAP measure, which non-GAAP measures may be used periodically by the company's management when discussing our financial results and outlook with investors and analysts, will be available on the company's website at http://www.pdf.com/news_archive.phtml following the date of this release. -more- EFFECTIVENESS OF GUIDANCE The outlook set forth above represents PDF Solutions' expectations only as of the date of this release, and should not be viewed as a statement about PDF Solutions' expectations after this date. Although this release will remain available on PDF Solutions' website, its continued availability does not indicate that PDF Solutions is reaffirming or confirming its continued validity. PDF Solutions does not intend to report on its progress, or provide comments to analysts or investors on or otherwise update such guidance until it releases its quarterly results. ABOUT PDF SOLUTIONS PDF Solutions, Inc. (Nasdaq: PDFS) is the leading provider of process-design integration technologies for integrated circuits (ICs). PDF's software, methodologies and services enable semiconductor companies to create more manufacturable IC designs and more capable manufacturing processes. By simulating deep sub-micron product and process interactions, the PDF solution offers clients reduced time to market, increased IC yield and performance, and enhanced product reliability and profitability. Headquartered in San Jose, California, PDF operates worldwide with additional offices in Europe and Japan. For more information, visit www.pdf.com. PDF Solutions(R) is a registered trademark of PDF Solutions, Inc. FORWARD-LOOKING STATEMENTS Some of the statements in this press release are forward looking, including the statements regarding PDF's 2003 Second Fiscal Quarter Outlook, the expected growth in revenue, the pro forma net loss and pro forma net loss per share and the reported net loss and net loss per share. The words "estimate", "project", "expect", "believe" and similar expressions also identify forward-looking statements. Actual results could differ materially from those expressed in any forward-looking statements. Risks and uncertainties that could cause results to differ materially include risks associated with: any unforeseen industry changes; difficulties in modifying PDF's solutions on a timely basis; and changes in the marketplace for our solutions, including the introduction of products or services competitive with PDF's products and services. Readers should also refer to the risk disclosures set forth in PDF's Report on Form 10-K filed with the SEC on March 23, 2003. The forward-looking statements contained in this release are made as of the date hereof, and PDF does not assume any obligation to update such statements nor the reasons why actual results could differ materially from those projected in such statements. -more- PDF SOLUTIONS, INC. RECONCILIATION OF PROJECTED REPORTED GAAP NET LOSS TO PROJECTED PRO FORMA NET LOSS (IN THOUSANDS, EXCEPT PER SHARE DATA) ###
THREE MONTHS ENDING PROJECTED RESULTS JUNE 30, 2003 ------------------------------------ Net loss per share - diluted............... $ (0.02) to $ (0.04) ======== ======== Net loss................................... $ (425) to $ (925) Stock-based compensation amortization...... 350 350 Amortization of intangibles, net........... 25 25 -------- -------- Pro forma net loss......................... $ (50) to $ (550) ======== ======== Pro forma net loss per share - diluted..... $ (0.00) to $ (0.02) ======== ======== Weighted average common shares - diluted... 22,750 22,750 ======== ========