Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): October 31, 2007
PDF SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
000-31311
(Commission File Number)
| Delaware (State or Other Jurisdiction of Incorporation) |
25-1701361 (I.R.S. Employer Identification No.) |
333 West San Carlos Street, Suite 700
San Jose, CA 95110
(Address of principal executive offices, with zip code)
(408) 280-7900
(Registrant’s telephone number, including area code)
San Jose, CA 95110
(Address of principal executive offices, with zip code)
(408) 280-7900
(Registrant’s telephone number, including area code)
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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
| Item 2.02. Results of Operations and Financial Condition | ||||||||
| Item 7.01. Regulation FD Disclosure | ||||||||
| Item 9.01. Financial Statements and Exhibits | ||||||||
| SIGNATURES | ||||||||
| EXHIBIT INDEX | ||||||||
| EXHIBIT 99.1 | ||||||||
| EXHIBIT 99.2 | ||||||||
Table of Contents
Item 2.02. Results of Operations and Financial Condition.
On October 31, 2007, the Registrant issued a press release regarding its financial
results and certain other information related to the third fiscal quarter of 2007 ended
September 30, 2007. A copy of the press release is attached hereto as Exhibit 99.1. The information
in this Item 2.02, including Exhibit 99.1, is furnished and shall not be deemed “filed” for the
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to
the liabilities under that Section and shall not be deemed to be incorporated by reference into the
filings of the Company under the Securities Act of 1933, as amended.
Item 7.01. Regulation FD Disclosure.
On October 31, 2007, the Registrant issued a press release regarding the financial
outlook for the fourth fiscal quarter ending December 31, 2007. A copy of the press release is
attached hereto as Exhibit 99.2. The information in this Item 7.01, including Exhibit 99.2, is
furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, or otherwise subject to the liabilities under that Section and shall not
be deemed to be incorporated by reference into the filings of the Company under the Securities Act
of 1933, as amended.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
| Exhibit No. | Description | |
99.1
|
Press Release dated October 31, 2007 regarding financial results and certain other information related to the third fiscal quarter of 2007 ended September 30, 2007. | |
99.2
|
Press Release dated October 31, 2007 regarding the financial outlook for the fourth fiscal quarter ending December 31, 2007. |
Table of Contents
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. (Registrant) |
||||
| By: | /s/ Keith A. Jones | |||
| Keith A. Jones | ||||
| Vice President, Finance and
Chief Financial Officer |
||||
Dated: October 31, 2007
Table of Contents
EXHIBIT INDEX
| Exhibit No. | Description | |
99.1
|
Press Release dated October 31, 2007 regarding financial results and certain other information related to the third fiscal quarter of 2007 ended September 30, 2007. | |
99.2
|
Press Release dated October 31, 2007 regarding the financial outlook for the fourth fiscal quarter ending December 31, 2007. |
Exhibit 99.1
News Release
Investor Relations Contact:
|
Investor Relations Contact: | |
Steven Melman, VP, Investor Relations
|
Sonia Segovia, IR Coordinator | |
PDF Solutions, Inc.
|
PDF Solutions, Inc. | |
Tel: (408) 938-6445
|
Tel: (408) 938-6491 | |
Email: steve.melman@pdf.com
|
Email: sonia.segovia@pdf.com |
PDF Solutions® Reports Third Quarter
2007 Results
2007 Results
Quarterly Gain Share A Strong Contributor to Overall Revenue Growth
SAN JOSE, Calif.—October 31, 2007—PDF Solutions, Inc. (NASDAQ: PDFS) the leading provider of
yield improvement technologies and services for the integrated circuit (IC) manufacturing process
lifecycle, today announced financial results for its third fiscal quarter ended September 30, 2007.
Revenue for the third fiscal quarter of 2007 totaled $24.1 million, an increase of 24%,
compared with revenue of $19.4 million for the third fiscal quarter of 2006. Gain share revenue
for the third fiscal quarter of 2007 totaled $6.8 million, an increase of 55%, compared to $4.4
million for the third fiscal quarter of 2006. On a GAAP basis, net loss for the third fiscal
quarter of 2007 totaled approximately $939,000, or $0.03 per basic share, compared with net income
of approximately $570,000, or $0.02 per basic and diluted share, for the third fiscal quarter of
2006.
In addition to using GAAP results in evaluating PDF Solutions’ business, management also
believes it is useful to measure results using a non-GAAP measure of net income, which excludes
stock-based compensation expense, amortization of acquired intangible assets and their related
income tax effects. Using this non-GAAP measure, net income for the third fiscal quarter of 2007
totaled approximately $5.3 million, or $0.19 per diluted share, compared with non-GAAP net income
of approximately $3.6 million, or $0.13 per diluted share, for the third fiscal quarter of 2006.
Additionally, during the third quarter ended September 30, 2007, PDF Solutions utilized the
remaining balance available under the $10 million share repurchase plan previously
-more-
authorized by its Board of Directors. During the quarter, PDF Solutions repurchased 437,287
of its shares on the open market at a weighted average cost of $10.18, for a total repurchase value
of approximately $4.5 million. On October 29, 2007, PDF
Solutions’ Board of Directors authorized an additional
$10.0 million share repurchase, to be utilized over the upcoming
three years.
As previously announced, PDF will discuss these results on a live conference call beginning at
3:00 p.m. Pacific Time/6:00 p.m. Eastern Time today. The call will be simultaneously web cast on
PDF Solutions’ website at http://ir.pdf.com/medialist.cfm. A replay of the web cast will be
available at the same website address beginning approximately two hours after completion of the
live call. Further, a copy of this press release, including the disclosure and reconciliation of
certain non-GAAP financial measures to the comparable GAAP measure, which non-GAAP measures may be
used periodically by PDF Solutions’ management when discussing financial results with investors and
analysts, will be available on PDF Solutions’ website at http://www.pdf.com/news_archive.phtml
following the date of this release.
Information Regarding Use of Non-GAAP Financial Measures
In addition to providing results that are determined in accordance with Generally Accepted
Accounting Principles in the United States of America (GAAP), PDF Solutions also provides certain
non-GAAP financial measures that exclude the effects of stock-based compensation expense,
amortization of acquired intangible assets, and their related income tax effects. PDF Solutions’
management believes that the presentation of these measures provides useful supplemental
information to investors regarding PDF’s operating results. These non-GAAP financial measures are
used by management internally to measure the company’s profitability and performance. PDF’s
management believes that excluding the effects of stock-based compensation expense, amortization of
acquired intangible assets, and their related income tax effects, provides a useful supplemental
measure of the company’s ongoing operations in light of the fact that neither category of expense
has a current effect on the future uses of cash nor do they have use with regards to the generation
of current or future revenues. These non-GAAP results should not be considered an alternative to,
or a substitute for, GAAP financial information, and may be different from similarly titled
non-GAAP measures used by other companies. In particular, these non-GAAP financial measures are
not a substitute for GAAP measures of income as a measure of performance, or to cash flows from
operating, investing and financing activities as a measure of liquidity. Since management uses
these non-GAAP financial measures internally to measure profitability and performance, PDF has
included these non-GAAP measures to give investors an opportunity to see the company’s financial
results as viewed by management. A reconciliation of the non-GAAP financial measures to the
comparable GAAP financial measure is provided at the end of the company’s financial statements
presented below.
About PDF Solutions
PDF Solutions, Inc. (NASDAQ: PDFS) is the leading provider of yield improvement technologies and
services for the IC manufacturing process lifecycle. PDF Solutions offers solutions that are
designed to enable clients to lower costs of IC design and manufacture, enhance time to market, and
improve profitability by addressing design and manufacturing interactions from product design to
initial process ramps to mature manufacturing operations.
-more-
PDF Solutions’ Characterization Vehicle® (CV®) test chips provide the core modeling capabilities,
and are used by -more- leading manufacturers than any other test chips in the industry. PDF
Solutions’ industry leading yield management system software, dataPOWER®, and fault detection and
classification software, maestria®, enhance yield improvement and production control activities at
leading fabs around the world. Headquartered in San Jose, Calif., PDF Solutions operates worldwide
with additional offices in China, Europe, Japan and Korea. For the company’s latest news and
information, visit http://www.pdf.com/.
Characterization Vehicle, CV, dataPOWER, Maestria, PDF Solutions, and the PDF Solutions logo are
registered trademarks of PDF Solutions, Inc.
-more-
PDF SOLUTIONS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(In thousands)
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(In thousands)
| September 30, | December 31, | |||||||
| 2007 | 2006 | |||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 38,461 | $ | 36,451 | ||||
Short-term investments |
11,500 | 16,402 | ||||||
Accounts receivable |
32,609 | 27,575 | ||||||
Prepaid expenses and other current assets |
2,825 | 2,796 | ||||||
Deferred tax assets |
2,644 | 2,581 | ||||||
Total current assets |
88,039 | 85,805 | ||||||
Property and equipment, net |
3,761 | 3,916 | ||||||
Goodwill |
64,593 | 60,034 | ||||||
Intangible assets, net |
13,855 | 13,605 | ||||||
Deferred tax assets |
6,265 | 4,994 | ||||||
Other assets |
472 | 503 | ||||||
Total assets |
$ | 176,985 | $ | 168,857 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY |
||||||||
Current liabilities: |
||||||||
Current portion of long-term debt |
$ | 403 | $ | 302 | ||||
Accounts payable |
2,424 | 3,182 | ||||||
Accrued compensation and related benefits |
5,430 | 3,325 | ||||||
Other accrued liabilities |
2,541 | 3,843 | ||||||
Taxes payable |
2,919 | 4,767 | ||||||
Deferred revenue |
4,221 | 3,705 | ||||||
Billings in excess of recognized revenue |
301 | 95 | ||||||
Total current liabilities |
18,239 | 19,219 | ||||||
Long-term debt |
946 | 1,198 | ||||||
Long-term taxes payable |
5,355 | — | ||||||
Other liabilities |
78 | 221 | ||||||
Total liabilities |
24,618 | 20,638 | ||||||
Stockholders’ equity: |
||||||||
Common stock |
4 | 4 | ||||||
Additional paid-in-capital |
177,992 | 167,323 | ||||||
Treasury stock at cost |
(10,001 | ) | (5,549 | ) | ||||
Accumulated deficit |
(18,423 | ) | (13,890 | ) | ||||
Accumulated other comprehensive income |
2,795 | 331 | ||||||
Total stockholders’ equity |
152,367 | 148,219 | ||||||
Total liabilities and stockholders’ equity |
$ | 176,985 | $ | 168,857 | ||||
-more-
PDF SOLUTIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(In thousands, except per share amounts)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(In thousands, except per share amounts)
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | September 30, | September 30, | |||||||||||||
| 2007 | 2006 | 2007 | 2006 | |||||||||||||
Revenue: |
||||||||||||||||
Design-to-silicon-yield solutions |
||||||||||||||||
Integrated solutions |
$ | 16,294 | $ | 11,153 | $ | 46,090 | $ | 33,859 | ||||||||
Software licenses |
967 | 3,811 | 6,228 | 8,217 | ||||||||||||
Gain share |
6,807 | 4,400 | 17,590 | 15,155 | ||||||||||||
Total revenue |
24,068 | 19,364 | 69,908 | 57,231 | ||||||||||||
Cost of design-to-silicon-yield solutions: |
||||||||||||||||
Direct costs of design-to-silicon-yield solutions |
||||||||||||||||
Integrated solutions |
8,052 | 6,734 | 22,842 | 19,808 | ||||||||||||
Software licenses |
48 | 58 | 134 | 98 | ||||||||||||
Amortization of acquired core technology |
1,331 | 1,266 | 4,516 | 3,798 | ||||||||||||
Total cost of design-to silicon-yield solutions |
9,431 | 8,058 | 27,492 | 23,704 | ||||||||||||
Gross margin |
14,637 | 11,306 | 42,416 | 33,527 | ||||||||||||
Operating expenses: |
||||||||||||||||
Research and development |
9,008 | 6,416 | 26,175 | 19,543 | ||||||||||||
Selling, general and administrative |
5,789 | 5,028 | 18,278 | 14,850 | ||||||||||||
Amortization of other acquired intangible assets |
985 | 235 | 3,029 | 705 | ||||||||||||
Total operating expenses |
15,782 | 11,679 | 47,482 | 35,098 | ||||||||||||
Loss from operations |
(1,145 | ) | (373 | ) | (5,066 | ) | (1,571 | ) | ||||||||
Interest and other income, net |
322 | 892 | 1,347 | 2,338 | ||||||||||||
Income (loss) before taxes |
(823 | ) | 519 | (3,719 | ) | 767 | ||||||||||
Tax provision (benefit) |
116 | (51 | ) | 276 | 776 | |||||||||||
Net income (loss) |
$ | (939 | ) | $ | 570 | $ | (3,995 | ) | $ | (9 | ) | |||||
Net income (loss) per share: |
||||||||||||||||
Basic |
$ | (0.03 | ) | $ | 0.02 | $ | (0.14 | ) | $ | (0.00 | ) | |||||
Diluted |
$ | (0.03 | ) | $ | 0.02 | $ | (0.14 | ) | $ | (0.00 | ) | |||||
Weighted average common shares: |
||||||||||||||||
Basic |
28,223 | 26,860 | 28,127 | 26,694 | ||||||||||||
Diluted |
28,223 | 27,621 | 28,127 | 26,694 | ||||||||||||
-more-
PDF SOLUTIONS, INC.
IMPACT OF NON-GAAP ADJUSTMENTS ON REPORTED NET INCOME (LOSS) (UNAUDITED)
(In thousands, except per share amounts)
IMPACT OF NON-GAAP ADJUSTMENTS ON REPORTED NET INCOME (LOSS) (UNAUDITED)
(In thousands, except per share amounts)
| Three Months Ended | Three Months Ended | |||||||||||||||||||||||
| September 30, 2007 | September 30, 2006 | |||||||||||||||||||||||
| As reported | Adjustment | Non-GAAP | As reported | Adjustment | Non-GAAP | |||||||||||||||||||
Revenue: |
||||||||||||||||||||||||
Design-to-silicon-yield solutions |
||||||||||||||||||||||||
Integrated solutions |
$ | 16,294 | $ | — | $ | 16,294 | $ | 11,153 | $ | — | $ | 11,153 | ||||||||||||
Software licenses |
967 | — | 967 | 3,811 | — | 3,811 | ||||||||||||||||||
Gain share |
6,807 | — | 6,807 | 4,400 | — | 4,400 | ||||||||||||||||||
Total revenue |
24,068 | — | 24,068 | 19,364 | — | 19,364 | ||||||||||||||||||
Cost of design-to-silicon-yield solutions: |
||||||||||||||||||||||||
Direct costs of design-to-silicon-yield
solutions |
||||||||||||||||||||||||
Integrated solutions |
8,052 | (435) | (a) | 7,617 | 6,734 | (443) | (a) | 6,291 | ||||||||||||||||
Software licenses |
48 | — | 48 | 58 | — | 58 | ||||||||||||||||||
Amortization of acquired core technology |
1,331 | (1,331) | (b) | — | 1,266 | (1,266) | (b) | — | ||||||||||||||||
Total cost of
design-to-silicon-yield solutions |
9,431 | (1,766 | ) | 7,665 | 8,058 | (1,709 | ) | 6,349 | ||||||||||||||||
Gross margin |
14,637 | 1,766 | 16,403 | 11,306 | 1,709 | 13,015 | ||||||||||||||||||
Operating expenses: |
||||||||||||||||||||||||
Research and development |
9,008 | (553) | (a) | 8,455 | 6,416 | (443) | (a) | 5,973 | ||||||||||||||||
Selling, general and administrative |
5,789 | (682) | (a) | 5,107 | 5,028 | (621) | (a) | 4,407 | ||||||||||||||||
Amortization of other acquired
intangible assets |
985 | (985) | (b) | — | 235 | (235) | (b) | — | ||||||||||||||||
Total operating expenses |
15,782 | (2,220 | ) | 13,562 | 11,679 | (1,299 | ) | 10,380 | ||||||||||||||||
Income (loss) from operations |
(1,145 | ) | 3,986 | 2,841 | (373 | ) | 3,008 | 2,635 | ||||||||||||||||
Interest and other income, net |
322 | — | 322 | 892 | — | 892 | ||||||||||||||||||
Income (loss) before taxes |
(823 | ) | 3,986 | 3,163 | 519 | 3,008 | 3,527 | |||||||||||||||||
Tax provision (benefit) |
116 | (2,280) | (c) | (2,164 | ) | (51 | ) | (51) | (c) | (102 | ) | |||||||||||||
Net income (loss) |
$ | (939 | ) | $ | 6,266 | $ | 5,327 | $ | 570 | $ | 3,059 | $ | 3,629 | |||||||||||
Net income (loss) per share – diluted |
$ | (0.03 | ) | $ | 0.22 | $ | 0.19 | $ | 0.02 | $ | 0.11 | $ | 0.13 | |||||||||||
Weighted average common shares – diluted |
28,223 | 28,713 | (d) | 28,713 | 27,621 | 27,621 | (d) | 27,621 | ||||||||||||||||
Notes:
| (a) | The non-GAAP adjustments represent the reversal of stock-based compensation. | |
| (b) | The non-GAAP adjustments represent the reversal of amortization of intangible assets. | |
| (c) | The non-GAAP adjustments represent the tax impact from the reversal of stock-based compensation and amortization of intangible assets. | |
| (d) | The shares used in computing non-GAAP net income for the three months ended September 30, 2007 and 2006 include the dilutive impact of common stock options. |
###
Exhibit 99.2
News Release
Investor Relations Contact:
|
Investor Relations Contact: | |
Steven Melman, VP, Investor Relations
|
Sonia Segovia, IR Coordinator | |
PDF Solutions, Inc.
|
PDF Solutions, Inc. | |
Tel: (408) 938-6445
|
Tel: (408) 938-6491 | |
Email: steve.melman@pdf.com
|
Email: sonia.segovia@pdf.com |
PDF
Solutions® Provides Financial Outlook For
The Fourth Fiscal Quarter of 2007
The Fourth Fiscal Quarter of 2007
SAN JOSE, Calif.—October 31, 2007—PDF Solutions, Inc. (NASDAQ: PDFS), the leading provider
of yield improvement technologies and services for the integrated circuit (IC) manufacturing
process lifecycle, today provided its financial outlook for the fourth fiscal quarter ending
December 31, 2007.
PDF Solutions expects total revenue in the range of $24.5 million to $26.0 million for the
fourth fiscal quarter ending December 31, 2007. Gain share revenue for the fourth quarter is
expected to be in the range of $6.0 million to $6.5 million. On a GAAP basis, net income for the
fourth fiscal quarter of 2007 is projected in a range of $1.8 million to $2.4 million, or $0.06 to
$0.08 per diluted share.
In addition to using GAAP results in evaluating PDF Solutions’ business, management also
believes it useful to measure results using a non-GAAP measure of net income, which excludes
stock-based compensation expense, amortization of acquired intangible assets and their related
income tax effects. Non-GAAP net income for the fourth fiscal quarter ending December 31, 2007 is
projected in a range of $5.9 million to $6.5 million, or $0.20 to $0.22 per diluted share.
As previously announced, PDF will discuss its third quarter 2007 results and financial outlook
for the fourth quarter ending December 31, 2007 on a live conference call beginning at 3:00 p.m.
Pacific Time/6:00 p.m. Eastern Time today. The call will be simultaneously be web cast on PDF
Solutions’ website at http://ir.pdf.com/medialist.cfm. A replay of the web cast will
~more~
be available at the same website address beginning approximately two hours after completion of
the live 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 PDF Solutions’ 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.
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.
Information Regarding Use of Non-GAAP Financial Measures:
In addition to providing guidance that is determined in accordance with Generally Accepted
Accounting Principles in the United States of America (GAAP), PDF Solutions also provides certain
non-GAAP financial measures that exclude the effects of stock-based compensation expense,
amortization of acquired intangible assets, the write-off of in-process research and development
and their related income tax effects. PDF Solutions’ management believes that the presentation of
these measures provides useful supplemental information to investors regarding PDF’s operating
results. These non-GAAP financial measures are used by management internally to measure the
company’s profitability and performance. PDF’s management believes that excluding the effects of
stock-based compensation expense, amortization of acquired intangible assets, the write-off of
in-process research and development and their income tax effects, provides a useful supplemental
measure of the company’s ongoing operations in light of the fact that neither category of expense
has a current effect on the future uses of cash nor do they have use with regards to the generation
of current or future revenues. This non-GAAP guidance should not be considered an alternative to,
or a substitute for, GAAP financial information, and may be different from similarly titled
non-GAAP measures used by other companies. In particular, these non-GAAP financial measures are
not a substitute for GAAP measures of income as a measure of performance, or to cash flows from
operating, investing and financing activities as a measure of liquidity. Since management uses
these non-GAAP financial measures internally to measure profitability and performance, PDF has
included these non-GAAP measures to give investors an opportunity to see the company as viewed by
management. A reconciliation of the non-GAAP financial measures to the most directly comparable
GAAP financial measure is provided at the end of this press release.
About PDF Solutions:
PDF Solutions, Inc. (NASDAQ: PDFS) is the leading provider of yield improvement technologies and
services for the IC manufacturing process lifecycle. PDF Solutions offers solutions that are
designed to enable clients to lower costs of IC design and manufacture, enhance time to market, and
improve profitability by addressing design and manufacturing
~more~
interactions from product design to initial process ramps to mature manufacturing operations. PDF
Solutions’ Characterization Vehicle® (CV®) test chips provide the core modeling capabilities, and
are used by more leading manufacturers than any other test chips in the industry. PDF Solutions’
industry leading yield management system software, dataPOWER®, and fault detection and
classification software, maestria®, enhance yield improvement and production control activities at
leading fabs around the world. Headquartered in San Jose, Calif., PDF Solutions operates worldwide
with additional offices in China, Europe, Japan and Korea. For the company’s latest news and
information, visit http://www.pdf.com/.
Characterization Vehicle, CV, dataPOWER, Maestria, PDF Solutions, and the PDF Solutions logo are
registered trademarks of PDF Solutions, Inc.
Forward-Looking Statements:
The statements in this press release regarding PDF Solutions’ outlook for its fourth fiscal quarter
ending December 31, 2007, including expected revenue, net income, and net income per share, are
forward looking. Actual results could differ materially from those expressed in these
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 such solutions, including the
introduction of products or services competitive with PDF Solutions’ products and services and
other risks set forth in PDF Solutions’ periodic public filings with the Securities and Exchange
Commission, including, without limitation, its annual report on Form 10-K, most recently filed on
March 16, 2007, and its quarterly reports on Form 10-Q, most recently filed on August 9, 2007. The
forward-looking statements contained in this release are made as of the date hereof, and PDF
Solutions 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 GAAP NET INCOME TO PROJECTED
NON-GAAP NET INCOME
(In thousands, except per share data)
RECONCILIATION OF PROJECTED GAAP NET INCOME TO PROJECTED
NON-GAAP NET INCOME
(In thousands, except per share data)
| Three Months Ending | ||||||||||||
| PROJECTED RESULTS | December 31, 2007 | |||||||||||
GAAP net income per share diluted |
$ | 0.06 | to | $ | 0.08 | |||||||
GAAP net income |
$ | 1,760 | to | $ | 2,360 | |||||||
Amortization of stock-based
compensation, net of taxes |
2,450 | 2,450 | ||||||||||
Amortization of acquired intangible
assets, net of taxes |
1,740 | 1,740 | ||||||||||
Non-GAAP net income |
$ | 5,950 | to | $ | 6,550 | |||||||
Non-GAAP net income per share — diluted |
$ | 0.20 | to | $ | 0.22 | |||||||
Weighted average common shares — diluted |
29,250 | 29,250 | ||||||||||
###