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Table of Contents

UNITED STATES

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): February 15, 2022

PDF SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

000-31311

(Commission File Number)

Delaware

25-1701361

(State or Other Jurisdiction of Incorporation)

(I.R.S. Employer Identification No.)

2858 De La Cruz Boulevard

Santa Clara, CA 95050

(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:

   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.00015 par value

PDFS

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Table of Contents

TABLE OF CONTENTS

Item 2.02. Results of Operations and Financial Condition

Item 9.01. Financial Statements and Exhibits

SIGNATURES

Table of Contents

Item 2.02.  Results of Operations and Financial Condition.

On February 15, 2022 PDF Solutions (the “Company”) issued a press release regarding its financial results and certain other information related to the fourth quarter and year ended December 31, 2021. The Company also posted on the Investors section of its website (www.pdf.com) a management report with regard to the fourth quarter and year ended December 31, 2021. Copies of the press release and management report are attached to this report as Exhibit 99.1 and 99.2, respectively. Information on the website is not, and will not be deemed, a part of this report or incorporated into any other filings the Company makes with the Securities and Exchange Commission.

The information in this Item 2.02, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, and shall not be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Table of Contents

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

    

Description

99.1

Press Release dated February 15, 2022, regarding financial results and certain other information related to the fourth quarter and year ended December 31, 2021.

99.2

Management Report by PDF Solutions, Inc. as of February 15, 2022.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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/ Adnan Raza

Adnan Raza

EVP, Finance, and Chief Financial Officer (principal financial and accounting officer)

Dated: February 15, 2022

Exhibit 99.1

Graphic

2858 De La Cruz Boulevard, Santa Clara CA 95050 USA

+1.408.280.7900                                             www.pdf.com

News Release

Company Contacts:

 

Adnan Raza

Sonia Segovia

Joe Diaz, Robert Blum, Joe Dorame

Chief Financial Officer

Investor Relations

Lytham Partners, LLC

Tel: (408) 516-0237

Tel: (408) 938-6491

Tel: (602) 889-9700

Email: adnan.raza@pdf.com

Email: sonia.segovia@pdf.com

Email: pdfs@lythampartners.com

PDF Solutions® Reports Fourth Quarter and Full Year 2021 Results

Business Highlights

Record total full year 2021 revenues of $111.1 million, up 26% year over year
Analytics revenue accounted for 84% of total 2021 full year revenues
Bookings for full year 2021 up more than 40% compared to full year 2020 bookings
Backlog of $179.5 million as of December 31, 2021, up 66% compared to backlog as of December 31, 2020
GAAP Gross Margin of 61% for the fourth quarter of 2021 and 60% for full year 2021
Non-GAAP Gross Margin of 65% for the fourth quarter of 2021 and 64% for full year 2021
Cash, cash equivalents, and short-term investments of $140.2 million as of December 31, 2021
Expect full year 2022 total revenues to grow greater than 20% on a year-over-year basis

SANTA CLARA, Calif. — Tuesday, February 15, 2022 — PDF Solutions, Inc. (Nasdaq: PDFS), a leading provider of comprehensive data solutions for the semiconductor ecosystem, today announced financial results for its fourth quarter and year ended December 31, 2021.

Highlights of Fourth Quarter and Full Year 2021 Financial Results

Total revenues for the fourth quarter of 2021 were $29.9 million, compared to $29.6 million for the third quarter of 2021 and $22.4 million for the fourth quarter of 2020. Analytics revenue for the fourth quarter of 2021 was $27.3 million, compared to $27.2 million for the third quarter of 2021 and $14.5 million for the fourth quarter of 2020. Integrated Yield Ramp revenue for the fourth quarter of 2021 was $2.6 million, compared to $2.4 million for third quarter of 2021 and $7.9 million for the fourth quarter of 2020. Total revenues for the full year 2021 and 2020 were $111.1 million and $88.0 million, respectively.

GAAP gross margin for the fourth quarter of 2021 was 61%, compared to 63% for the third quarter of 2021 and 56% for the fourth quarter of 2020. GAAP gross margin for the full year 2021 and 2020 was 60% and 58%, respectively.

Non-GAAP gross margin for the fourth quarter of 2021 was 65%, compared to 66% for the third quarter of 2021 and 61% for the fourth quarter of 2020. Non-GAAP gross margin for the full year 2021 and 2020 was 64% and 63%, respectively.


PDF Solutions® Reports Fourth Quarter and Full Year 2021 Results

On a GAAP basis, net loss for the fourth quarter of 2021 was $7.0 million, or ($0.19) per basic and diluted share, compared to a net loss of $2.4 million, or ($0.06) per basic and diluted share, for the third quarter of 2021, and net loss of $33.4 million, or ($0.91) per basic and diluted share, for the fourth quarter of 2020. On a GAAP basis, net loss for the full year 2021 was $21.5 million, or ($0.58) per basic and diluted share, compared to net loss of $40.4 million, or ($1.17) per basic and diluted share, for the full year 2020.

Non-GAAP net income for the fourth quarter of 2021 was $2.8 million, or $0.07 per diluted share, compared to a non-GAAP net income of $2.4 million, or $0.06 per diluted share, for the third quarter of 2021, and non-GAAP net loss of $1.3 million, or ($0.03) per diluted share, for the fourth quarter of 2020. Non-GAAP net income for the full year 2021 was $3.0 million, or $0.08 per diluted share, compared to non-GAAP net loss of $0.8 million, or ($0.02) per diluted share, for the full year 2020.

Cash, cash equivalents and short-term investments at December 31, 2021 were $140.2 million, compared to $145.3 million at December 31, 2020, a decrease of $5.1 million. Cash provided by operating activities was $0.4 million for the fourth quarter of 2021. Cash provided by operating activities was $4.2 million for the full year 2021.

Conference Call

As previously announced, PDF Solutions will discuss these results on a live conference call beginning at 2:00 p.m. Pacific Time / 5:00 p.m. Eastern Time today. The call will be simultaneously webcast on PDF Solutions’ website at http://ir.pdf.com/webcasts. A replay of the webcast will be available at the same website address beginning approximately two hours after completion of the live call. A copy of this press release, including the disclosure and reconciliation of certain non-GAAP financial measures to the comparable GAAP measures, which non-GAAP measures may be used periodically by PDF Solutions’ management when discussing financial results with investors and analysts, will also be available on PDF Solutions’ website at http://www.pdf.com/press-releases following the date of this release.

Fourth Quarter and Full Year Ended 2021 Financial Commentary Available Online

A Management Report reviewing the Company’s fourth quarter and full year 2021 financial results will be furnished to the Securities and Exchange Commission on Form 8-K and published on the Company’s website at http://ir.pdf.com/financial-reports. Analysts and investors are encouraged to review this commentary prior to participating in the conference call.

2


PDF Solutions® Reports Fourth Quarter and Full Year 2021 Results

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. Non-GAAP gross margin excludes stock-based compensation expense and the amortization of acquired technology. Non-GAAP net income (loss) excludes the effects of certain non-recurring items, expenses related to an arbitration proceeding for a disputed contract with a customer, write-down in value of property and equipment, acquisition-related costs, stock-based compensation expense, amortization of acquired technology and other acquired intangible assets, and their related income tax effects, as applicable, as well as adjustments for the non-cash portion of income taxes, tax impact of the CARES Act and valuation allowance for deferred tax assets. These non-GAAP financial measures are used by management internally to measure the Company’s profitability and performance. PDF Solutions’ management believes that these non-GAAP measures provide useful supplemental information to investors regarding the Company’s ongoing operations in light of the fact that none of these categories of expense has a current effect on the future uses of cash (with the exception of expenses related to an arbitration proceeding for a disputed contract with a customer and acquisition-related costs) nor do they impact 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 differ 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 or loss 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 Solutions 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 comparable GAAP financial measures to the non-GAAP financial measures is provided at the end of the Company’s financial statements presented below.

Forward-Looking Statements

The press release and the planned conference call include forward-looking statements regarding the Company’s future expected business performance and financial results, including expectations total revenues, that are subject to future events and circumstances. 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: continued adoption of the Company’s solutions by new and existing customers; project milestones or delays and performance criteria achieved; cost and schedule of new product development; the impact of inflation; the provision of technology and services prior to the execution of a final contract; the continuing impact of the coronavirus (COVID-19) on the semiconductor industry and on the Company’s operations or supply and demand for the Company’s products; the time required of the Company’s executive management for, and the expenses related to, as well as the success of the Company’s strategic growth opportunities and partnerships, including its partnership with Advantest Corporation; our ability to successfully integrate the acquired businesses and technologies; whether we can successfully convert our backlog into revenue; customers’ production volumes under contracts that provide Gainshare royalties; and other risks set forth in PDF Solutions’ periodic public filings with the Securities and Exchange Commission, including, without limitation, its Annual Reports on Form 10-K, most recently filed for the year ended December 31, 2020, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K and amendments to such reports. The forward-looking statements made in the conference call 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. PDF Solutions has not filed its Form 10-K for the year ended December 31, 2021. As a result, all financial results described in this earnings release should be considered preliminary, and are subject to change to reflect any necessary adjustments or changes in accounting estimates, that are identified prior to the time we file our Form 10-K.

About PDF Solutions

PDF Solutions (NASDAQ: PDFS) provides comprehensive data solutions designed to empower organizations across the semiconductor ecosystem to improve the yield and quality of their products and operational efficiency for increased profitability. The Company’s products and services are used by Fortune 500 companies across the semiconductor ecosystem to achieve smart manufacturing goals by connecting and controlling equipment, collecting data generated during manufacturing and test operations, and performing advanced analytics and machine learning to enable profitable, high-volume manufacturing.

Founded in 1991, PDF Solutions is headquartered in Santa Clara, California, with operations across Europe and Asia. The Company (directly or through one or more subsidiaries) is an active member of SEMI, INEMI, TPCA, IPC, the OPC Foundation, and DMDII. For the latest news and information about PDF Solutions or to find office locations, visit http://www.pdf.com/.

PDF Solutions and the PDF Solutions logo are trademarks or registered trademarks of PDF Solutions, Inc. or its subsidiaries.

3


PDF Solutions® Reports Fourth Quarter and Full Year 2021 Results

PDF SOLUTIONS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(In thousands)

    

December 31, 

2021

2020

ASSETS

 

  

 

  

Current assets:

 

  

 

  

Cash and cash equivalents

 

$

27,684

$

30,315

Short-term investments

112,542

 

114,981

Accounts receivable, net

40,087

 

34,140

Prepaid expenses and other current assets

8,194

 

13,944

Total current assets

188,507

 

193,380

Property and equipment, net

35,295

 

39,242

Operating lease right-of-use assets, net

5,408

 

6,672

Goodwill

14,123

 

15,774

Intangible assets, net

21,239

 

24,573

Deferred tax assets, net

75

 

249

Other non-current assets

9,121

 

7,690

Total assets

$

273,768

$

287,580

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

  

Current liabilities:

 

Accounts payable

$

5,554

$

4,399

Accrued compensation and related benefits

9,495

 

8,339

Accrued and other current liabilities

3,328

 

6,309

Operating lease liabilities ‒ current portion

1,758

 

1,926

Deferred revenues ‒ current portion

23,691

 

19,895

Billings in excess of recognized revenues

 

1,337

Total current liabilities

43,826

 

42,205

Long-term income taxes payable

2,656

 

2,956

Non-current operating lease liabilities

5,258

 

6,516

Other non-current liabilities

2,443

 

1,397

Total liabilities

54,183

 

53,074

  

  

Stockholders’ equity:

  

 

  

Common stock and additional paid-in-capital

423,075

407,179

Treasury stock at cost

(104,705)

 

(96,215)

Accumulated deficit

(97,721)

 

(76,233)

Accumulated other comprehensive loss

(1,064)

 

(225)

Total stockholders’ equity

219,585

 

234,506

Total liabilities and stockholders’ equity

 

$

273,768

$

287,580

4


PDF Solutions® Reports Fourth Quarter and Full Year 2021 Results

PDF SOLUTIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(In thousands, except per share amounts)

Three months ended

Year ended

December 31, 

September 30,

December 31, 

December 31, 

December 31, 

    

2021

    

2021

    

2020

    

2021

    

2020

September 30,

Revenues:

 

 

  

  

  

 

  

  

Analytics (1)

 

$

27,250

$

27,194

$

14,466

$

93,415

$

57,232

Integrated yield ramp

 

 

2,636

 

2,361

 

7,901

 

17,645

 

30,814

Total revenues

 

 

29,886

 

29,555

 

22,367

 

111,060

 

88,046

Costs and Expenses:

 

 

 

  

 

  

 

  

 

  

Costs of revenues

 

 

11,675

 

11,070

 

9,839

 

44,193

 

36,765

Research and development

 

 

11,218

 

10,657

 

9,981

 

43,780

 

34,654

Selling, general and administrative

 

 

9,167

 

9,609

 

8,625

 

37,649

 

32,677

Amortization of other acquired intangible assets

 

 

313

 

314

 

220

 

1,255

 

741

Write-down in value of property and equipment

3,183

3,183

Interest and other expense (income), net

 

 

(292)

 

(194)

 

738

(683)

 

1,269

Loss before income taxes

(5,378)

 

(1,901)

 

(7,036)

(18,317)

 

(18,060)

Income tax expense

1,622

 

506

 

26,413

 

3,171

 

22,303

Net loss

 

$

(7,000)

$

(2,407)

$

(33,449)

$

(21,488)

$

(40,363)

Net loss per share, basic and diluted

 

$

(0.19)

$

(0.06)

$

(0.91)

$

(0.58)

$

(1.17)

Weighted average common shares used to calculate net loss per share, basic and diluted

 

37,348

 

37,221

 

36,727

 

37,138

 

34,458


(1)Analytics revenue includes revenue from Cimetrix Incorporated, a wholly owned subsidiary acquired by the Company in December 2020.

5


PDF Solutions® Reports Fourth Quarter and Full Year 2021 Results

PDF SOLUTIONS, INC.

RECONCILIATION OF GAAP GROSS MARGIN TO NON-GAAP GROSS MARGIN (UNAUDITED)

(In thousands)

Three months ended

Year ended

 

December 31, 

September 30,

December 31, 

December 31, 

December 31, 

 

    

2021

    

2021

    

2020

    

2021

    

2020

 

September 30,

GAAP

 

  

 

  

 

  

 

  

 

  

Total revenues

$

29,886

$

29,555

$

22,367

$

111,060

$

88,046

Costs of revenues

 

11,675

 

11,070

 

9,839

 

44,193

 

36,765

GAAP gross profit

$

18,211

$

18,485

$

12,528

$

66,867

$

51,281

GAAP gross margin

 

61

%  

 

63

%  

 

56

%  

 

60

%  

 

58

%

Non-GAAP

 

  

 

  

 

  

 

  

 

  

GAAP gross profit

$

18,211

$

18,485

$

12,528

$

66,867

$

51,281

Adjustments to reconcile GAAP to non-GAAP gross margin:

 

 

  

 

  

 

 

  

Stock-based compensation expense

 

703

 

670

 

872

 

2,563

 

3,454

Amortization of acquired technology

 

554

 

454

 

274

 

2,079

 

705

Non-GAAP gross profit

$

19,468

$

19,609

$

13,674

$

71,509

$

55,440

Non-GAAP gross margin

 

65

%  

 

66

%  

 

61

%  

 

64

%  

 

63

%

6


PDF Solutions® Reports Fourth Quarter and Full Year 2021 Results

PDF SOLUTIONS, INC.

RECONCILIATION OF GAAP NET LOSS TO NON-GAAP NET INCOME (LOSS) (UNAUDITED)

(In thousands, except per share amounts)

Three months ended

Year ended

December 31, 

September 30,

December 31, 

December 31, 

December 31, 

2021

2021

2020

2021

2020

September 30,

GAAP net loss

    

$

(7,000)

    

$

(2,407)

    

$

(33,449)

    

$

(21,488)

    

$

(40,363)

Adjustments to reconcile GAAP net loss to non-GAAP net income (loss):

 

  

 

  

 

  

 

  

 

  

Stock-based compensation expense

 

3,457

 

3,363

 

2,987

 

12,931

 

12,463

Amortization of acquired technology

 

554

 

454

 

274

 

2,079

 

705

Amortization of other acquired intangible assets

 

313

 

314

 

220

 

1,255

 

741

Expenses of arbitration (1)

 

757

 

341

 

268

 

1,951

 

1,098

Write-down in value of property and equipment (2)

 

3,183

 

 

179

 

3,183

 

490

Acquisition-related costs (3)

752

752

Tax impact of reconciling items (4)

 

 

 

1,931

 

 

Tax impact of the CARES Act (5)

 

 

 

1,099

 

 

(1,162)

Tax impact of valuation allowance for deferred tax assets (6)

 

1,539

 

334

 

24,471

 

3,091

 

24,471

Non-GAAP net income (loss)

$

2,803

$

2,399

$

(1,268)

$

3,002

$

(805)

GAAP net loss per diluted share

$

(0.19)

$

(0.06)

$

(0.91)

$

(0.58)

$

(1.17)

Non-GAAP net income (loss) per diluted share

$

0.07

$

0.06

$

(0.03)

$

0.08

$

(0.02)

Shares used in net income (loss) per diluted share calculation

 

38,430

 

37,916

 

36,727

 

37,901

 

34,458


(1)Represents expenses related to an arbitration proceeding over a disputed customer contract, which expenses are expected to continue until the arbitration is resolved.

(2)Pertains to write-down in value of our first-generation of e-beam tools for Design-for-Inspection systems wherein carrying values may not be fully recoverable due to lack of market demand and future needs of our customers for these tools.

(3)Represents transaction expenses related to the acquisition of Cimetrix Incorporated in the fourth quarter of 2020.

(4)Tax impact of reconciling items for the fourth quarter of 2020 pertains to the reversal of prior quarters’ tax impact due to a full valuation allowance recognized against the U.S. deferred tax assets (DTAs) on a GAAP basis in the fourth quarter of fiscal 2020. The above reconciling items do not have any tax expense or benefit on a GAAP basis for the years ended December 31, 2021 and 2020 due to the US federal net operating loss (“NOL”) and full valuation allowance offsetting any tax impact (i.e., any increase or decrease in NOL or credits is offset by a corresponding valuation allowance from these items.

(5)The Company booked discrete tax benefit recognized from the carryback of NOLs under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) enacted in March 2020 in the amount of $2.3 million through the nine months ended September 30, 2020. Such tax benefit represents the refund of cash taxes in the amount of $1.2 million and release of previously utilized tax attributes of $1.1 million. Due to full valuation allowance placed against U.S. DTAs in the fourth quarter of 2020, there is no tax benefit from the released tax attributes. The Company does not have any NOLs on a non-GAAP basis and, therefore, it did not recognize any CARES Act benefit in calculating its non-GAAP tax expense and net income (loss).

(6)The Company’s GAAP tax expense is higher year-to-date compared to the non-GAAP tax expense, primarily due to the GAAP full U.S. federal and state valuation allowances. For example, on a GAAP basis, the Company does not receive a deferred tax benefit for foreign tax credits or R&D credits after valuation allowance. The Company’s non-GAAP tax rate and resulting non-GAAP tax expense is not calculated with a full U.S. federal or state valuation allowance due to the Company’s for Non-GAAP income and management’s conclusion that it will be able to more likely than not to utilize its net DTAs. Each reporting period, management evaluates the need for a valuation allowance and may place a valuation allowance against its U.S. net DTA on a non-GAAP basis if it concludes it is more likely than not that it will not be able to utilize some or all of its US DTAs on a non-GAAP basis.

7


a

Exhibit 99.2

Graphic

Q4 2021 and Full Year 2021

Management Report

February 15, 2022

1


Contents

Q4 2021 and Full Year 2021 Results

–  Overview

–  Key Financial & Operating Metrics

–  Revenue by Geographic Area

Q4 2021 and Full Year 2021 Non-GAAP Results

–  Reconciliation of GAAP to Non-GAAP Net Income (Loss)

–  Reconciliation of GAAP to Non-GAAP Spending by Function

Related Information

The following commentary is provided by management and should be referenced in conjunction with PDF Solutions’ fourth quarter of 2021 financial results press release available on its Investor Relations website at http://www.pdf.com/financial-news. These remarks represent management’s current views of the Company’s financial and operational performance and are provided to give investors and analysts further insight into its performance in advance of the earnings call webcast. The Company disclaims any duty to update this information for future events.

Graphic

2


PDF Solutions Reports Fourth Quarter 2021 Results

Q4 2021 Key Metrics

financial results Summary

Revenue: $29.9M

GAAP Gross Margin: 61%

    Q4 2021 Total revenues of $29.9M, up 1% over Q3 2021, and up 34% over Q4 2020.

    Q4 2021 Analytics revenue of $27.3M, flat compared with Q3 2021, and up 88% over Q4 2020.

    Q4 2021 Integrated yield ramp revenue of $2.6M, up 12% over Q3 2021 and down 67% over Q4 2020.

Non-GAAP Gross Margin: 65%

GAAP Diluted EPS: ($0.19)

Non-GAAP Diluted EPS: $0.07

Operating Cash Flow: $0.4M

Capital Expenditures: $1.3M

Graphic

3


Key Financial & Operating Metrics – Quarterly

(in thousands, except share data, which is in millions, and percentages)

Q4’21

  

  

Q3’21

  

  

Q2’21

  

  

Q1’21

  

  

Q4’20

Revenues

$ 29,886

$ 29,555

$ 27,419

$ 24,200

$ 22,367

GAAP Gross Margin

61%

63%

61%

56%

56%

Non-GAAP Gross Margin

65%

66%

65%

61%

61%

Outstanding Debt

 

$ 0

 

$0

$0

$0

$0

Operating Cash Flow

 

$ 416

 

$ 4,022

 

$ 8,130

($ 8,325)

$ 10,908

Capital Expenditures (CAPEX)

 

$ 1,340

 

$ 1,592

 

$ 535

$ 586

$ 1,603

$ Shares Repurchased

 

$ 0

 

$ 0

 

$ 0

$ 4,523

$ 0

Weighted Average Common Shares Outstanding

 

37.3

 

37.2

 

37.0

37.0

36.7

Effective Tax Rate Expense

 

(30)%

 

(27)%

 

(2)%

(14)%

(375)%

Graphic

4


Key Financial & Operating Metrics – Yearly

(in thousands, except share data, which is in millions, and percentages)

2021

  

2020

  

2019

Revenues

 

 

$ 111,060

 

$ 88,046

 

$ 85,585

GAAP Gross Margin

 

60%

58%

61%

Non-GAAP Gross Margin

 

64%

63%

65%

Outstanding Debt

 

 

$ 0

 

$0

$0

Operating Cash Flow

 

 

$ 4,243

 

$ 21,783

 

$ 24,590

Capital Expenditures (CAPEX)

 

 

$ 4,053

 

$ 6,968

 

$ 10,552

$ Shares Repurchased

 

 

$ 4,523

 

$ 0

 

$ 9,639

Weighted Average Common Shares Outstanding

 

 

37.1

 

34.5

 

32.4

Effective Tax Rate Benefit (Expense)

 

 

(17)%

 

(123)%

 

26%

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5


Revenue by Geographic Area – Quarterly

(Dollars in thousands)

  

Q4’21

  

Q3’21

  

Q2’21

  

Q1’21

  

Q4’20

North America

 

$ 15,792

$ 14,037

$ 12,211

$ 8,608

$ 10,525

% of Total

 

53%

47%

45%

35%

47%

Europe

 

$ 4,110

$ 4,325

$ 3,958

$ 4,331

$ 3,602

% of Total

 

14%

15%

14%

18%

16%

APAC

 

$ 9,984

$ 11,193

$ 11,250

$ 11,261

$ 8,240

% of Total

 

38%

38%

41%

47%

37%

Total revenues

 

$ 29,886

$ 29,555

$ 27,419

$ 24,200

$ 22,367

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6


Revenue by Geographic Area – Yearly

(Dollars in thousands)

  

2021

2020

2019

North America

 

$ 50,648

$ 36,935

$ 36,387

% of Total

 

46%

42%

42%

Europe

 

$ 16,724

$ 14,727

$ 13,463

% of Total

 

15%

17%

16%

APAC

 

$ 43,688

$ 36,384

$ 35,735

% of Total

 

39%

41%

42%

Total revenues

 

$ 111,060

$ 88,046

$ 85,585

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7


GAAP / Non-GAAP Presentation

In addition to providing results that are determined in accordance with Generally Accepted Accounting Principles in the United States of America (GAAP), the Company also provides certain non-GAAP financial measures. Non-GAAP gross margin excludes stock-based compensation expense and the amortization of acquired technology. Non-GAAP net income (loss) excludes the effects of certain non-recurring items, expenses related to an arbitration proceeding for a disputed customer contract, acquisition-related costs, write-down in value of property and equipment, stock-based compensation expenses, amortization of acquired technology and other acquired intangible assets, and their related income tax effects, as applicable, as well as adjustments for the non-cash portion of income taxes, tax impact of the CARES Act and valuation allowance for deferred tax assets. These non-GAAP financial measures are used by management internally to measure the Company’s profitability and performance. PDF Solutions’ management believes that these non-GAAP measures provide useful supplemental measures to investors regarding the Company’s ongoing operations in light of the fact that none of these categories of expense has a current effect on the future uses of cash (with the exception of expenses related to an arbitration proceeding for a disputed customer contract, and acquisition-related costs) nor do they impact 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 or loss as a measure of performance, or to cash flows from operating, investing and financing activities as a measure of liquidity. Management uses these non-GAAP financial measures internally to measure profitability and performance; these non-GAAP measures are presented here to give investors an opportunity to see the Company’s financial results as viewed by management. A detailed reconciliation of the adjustments made to comparable GAAP measures is included herein.

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8


Reconciliation of GAAP to Non-GAAP Net Income (Loss)

Quarterly

(in thousands, except for shares and per share amounts)

Q4’21

  

Q3’21

  

Q2’21

  

Q1’21

  

Q4’20

GAAP net loss

 

($ 7,000)

($ 2,407)

($ 4,484)

($ 7,597)

($ 33,449)

Adjustments to reconcile GAAP net loss to non-GAAP net income (loss):

 

Stock-based compensation expense

 

3,457

3,363

2,742

3,369

2,987

Amortization of acquired technology

 

 

554

454

536

535

274

Amortization of other acquired intangible assets

 

 

313

314

314

314

220

Expenses of arbitration (1)

 

 

757

341

558

295

268

Write-down in value of property and equipment (2)

3,183

179

Acquisition-related costs (3)

 

752

Tax impact of reconciling items (4)

1,931

Tax impact of the CARES Act (5)

 

1,099

Tax impact of valuation allowance for deferred tax assets (6)

1,539

334

52

1,166

24,471

Non-GAAP net income (loss)

 

$ 2,803

$ 2,399

($ 282)

($ 1,918)

($ 1,268)

GAAP net loss per diluted share

($ 0.19)

($ 0.06)

($ 0.12)

($ 0.21)

($ 0.91)

Non-GAAP net income (loss) per diluted share

 

$ 0.07

$ 0.06

($ 0.01)

($ 0.05)

($ 0.03)

Shares used in net income (loss) per diluted share calculation

 

 

38,430

37,916

37,004

36,974

36,727


(1)Represents expenses related to an arbitration proceeding over a disputed customer contract, which expenses are expected to continue until the arbitration is resolved.

(2)Pertains to write-down in value of our first-generation of e-beam tools for Design-for-Inspection systems wherein carrying values may not be fully recoverable due to lack of market demand and future needs of our customers for these tools.

(3)Represents transaction expenses related to the acquisition of Cimetrix Incorporated in the fourth quarter of 2020.

(4)Tax impact of reconciling items for the fourth quarter of 2020 pertains to the reversal of prior quarters’ tax impact due to a full valuation allowance recognized against the U.S. deferred tax assets (DTAs) on a GAAP basis in the fourth quarter of fiscal 2020. The above reconciling items do not have any tax expense or benefit on a GAAP basis for the years ended December 31, 2021 and 2020 due to the US federal net operating loss (“NOL”) and full valuation allowance offsetting any tax impact (i.e., any increase or decrease in NOL or credits is offset by a corresponding valuation allowance from these items.

(5)The Company booked discrete tax benefit recognized from the carryback of NOLs under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) enacted in March 2020 in the amount of $2.3 million through the nine months ended September 30, 2020. Such tax benefit represents the refund of cash taxes in the amount of $1.2 million and release of previously utilized tax attributes of $1.1 million. Due to full valuation allowance placed against U.S. DTAs in the fourth quarter of 2020, there is no tax benefit from the released tax attributes. The Company does not have any NOLs on a non-GAAP basis and, therefore, it did not recognize any CARES Act benefit in calculating its non-GAAP tax expense and net income (loss).

(6)The Company’s GAAP tax expense is higher year-to-date compared to the non-GAAP tax expense, primarily due to the GAAP full U.S. federal and state valuation allowances. For example, on a GAAP basis, the Company does not receive a deferred tax benefit for foreign tax credits or R&D credits after valuation allowance. The Company’s non-GAAP tax rate and resulting non-GAAP tax expense is not calculated with a full U.S. federal or state valuation allowance due to the Company’s for Non-GAAP income and management’s conclusion that it will be able to more likely than not to utilize its net DTAs. Each reporting period, management evaluates the need for a valuation allowance and may place a valuation allowance against its U.S. net deferred tax assets (DTA) on a non-GAAP basis if it concludes it is more likely than not that it will not be able to utilize some or all of its US DTAs on a non-GAAP basis.

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9


Reconciliation of GAAP Net Loss to Non-GAAP Net Income (Loss)

Yearly

(in thousands, except for shares and per share amounts)

  

2021

  

2020

  

2019

GAAP net loss

 

 

($ 21,488)

($ 40,363)

($ 5,418)

Adjustments to reconcile GAAP net loss to non-GAAP net income (loss):

 

Stock-based compensation expense

 

12,931

12,463

11,423

Amortization of acquired technology

 

 

2,079

705

574

Amortization of other acquired intangible assets

 

 

1,255

741

609

Expenses of arbitration (1)

 

 

1,951

1,098

Write-down in value of property and equipment (2)

3,183

490

Acquisition-related costs (3)

752

Restructuring charges and severance payment

92

Adjustment to contingent consideration related to acquisition

30

Tax impact of reconciling items (4)

(2,785)

Tax impact of the CARES Act (5)

(1,162)

Tax impact of valuation allowance for deferred tax assets (6)

3,091

24,471

Non-GAAP net income (loss)

$ 3,002

($ 805)

$ 4,525

GAAP net loss per diluted share

($ 0.58)

($ 1.17)

($ 0.17)

Non-GAAP net income (loss) per diluted share

$ 0.08

($ 0.02)

$ 0.14

Shares used in net income (loss) per diluted share calculation

 

 

$ 37,901

$ 34,458

$ 33,122


(1)Represents expenses related to an arbitration proceeding over a disputed customer contract, which expenses are expected to continue until the arbitration is resolved.
(2)Pertains to write-down in value of our first-generation of e-beam tools for Design-for-Inspection systems wherein carrying values may not be fully recoverable due to lack of market demand and future needs of our customers for these tools.
(3)Represents transaction expenses related to the acquisition of Cimetrix Incorporated in the fourth quarter of 2020.

(4)Tax impact of reconciling items for the fourth quarter of 2020 pertains to the reversal of prior quarters’ tax impact due to a full valuation allowance recognized against the U.S. deferred tax assets (DTAs) on a GAAP basis in the fourth quarter of fiscal 2020. The above reconciling items do not have any tax expense or benefit on a GAAP basis for the years ended December 31, 2021 and 2020 due to the US federal net operating loss (“NOL”) and full valuation allowance offsetting any tax impact (i.e., any increase or decrease in NOL or credits is offset by a corresponding valuation allowance from these items.

(5)The Company booked discrete tax benefit recognized from the carryback of NOLs under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) enacted in March 2020 in the amount of $2.3 million through the nine months ended September 30, 2020. Such tax benefit represents the refund of cash taxes in the amount of $1.2 million and release of previously utilized tax attributes of $1.1 million. Due to full valuation allowance placed against U.S. DTAs in the fourth quarter of 2020, there is no tax benefit from the released tax attributes. The Company does not have any NOLs on a non-GAAP basis and, therefore, it did not recognize any CARES Act benefit in calculating its non-GAAP tax expense and net income (loss).

(6)The Company’s GAAP tax expense is higher year-to-date compared to the non-GAAP tax expense, primarily due to the GAAP full U.S. federal and state valuation allowances. For example, on a GAAP basis, the Company does not receive a deferred tax benefit for foreign tax credits or R&D credits after valuation allowance. The Company’s non-GAAP tax rate and resulting non-GAAP tax expense is not calculated with a full U.S. federal or state valuation allowance due to the Company’s for Non-GAAP income and management’s conclusion that it will be able to more likely than not to utilize its net DTAs. Each reporting period, management evaluates the need for a valuation allowance and may place a valuation allowance against its U.S. net DTAs on a non-GAAP basis if it concludes it is more likely than not that it will not be able to utilize some or all of its US DTAs on a non-GAAP basis.

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10


Reconciliation of GAAP to Non-GAAP Spending by Function

Quarterly

(in thousands)

Q4’21

  

Q3’21

  

Q2’21

  

Q1’21

  

Q4’20

Cost of Revenue - GAAP

 

$ 11,675

$ 11,070

$ 10,785

$ 10,663

$ 9,839

Adjustments to reconcile GAAP Cost of Revenue to non-GAAP Cost of Revenue:

 

Stock-based compensation expense

 

(703)

(670)

(538)

(652)

(872)

Amortization of acquired technology

 

(554)

(454)

(536)

(535)

(274)

Cost of Revenue - Non-GAAP

 

$ 10,418

$ 9,946

$ 9,711

$ 9,476

$ 8,693

Research & Development - GAAP

 

$ 11,218

$ 10,657

$ 11,064

$ 10,841

$ 9,981

Adjustments to reconcile GAAP R&D to non-GAAP R&D:

Stock-based compensation expense

(1,502)

(1,299)

(1,126)

(1,588)

(1,187)

Write-down in value of property and equipment

(179)

Research & Development - Non-GAAP

$ 9,716

$ 9,358

$ 9,938

$ 9,253

$ 8,615

Selling, General, & Administrative - GAAP

$ 9,167

$ 9,609

$ 9,410

$ 9,464

$ 8,625

Adjustment to reconcile GAAP SG&A to non-GAAP SG&A:

Stock-based compensation expense

(1,252)

(1,394)

(1,078)

(1,129)

(928)

Expenses of arbitration (1)

(757)

(341)

(558)

(295)

(268)

Acquisition-related costs (2)

(752)

Selling, General, & Administrative - Non-GAAP

 

$ 7,158

$ 7,874

$ 7,774

$ 8,040

$ 6,677


(1)Represents expenses related to an arbitration proceeding over a disputed contract with a customer, which expenses are expected to continue until the arbitration is resolved.
(2)Represents transaction expenses related to the acquisition of Cimetrix Incorporated in the fourth quarter of 2020.

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11


Reconciliation of GAAP to Non-GAAP Spending by Function

Yearly

(in thousands)

2021

  

2020

  

2019

Cost of Revenue - GAAP

 

$ 44,193

$ 36,765

$ 33,474

Adjustments to reconcile GAAP Cost of Revenue to non-GAAP Cost of Revenue:

 

Stock-based compensation expense

 

(2,563)

(3,454)

(3,185)

Amortization of acquired technology

 

(2,079)

(705)

(574)

Cost of Revenue - Non-GAAP

 

$ 39,551

$ 32,606

$ 29,715

Research & Development - GAAP

 

$ 43,780

$ 34,654

$ 32,747

Adjustments to reconcile GAAP R&D to non-GAAP R&D:

Stock-based compensation expense

(5,515)

(4,800)

(4,764)

Write-down in value of property and equipment

(328)

Adjustment to contingent consideration related to acquisition

(30)

Research & Development - Non-GAAP

$ 38,265

$ 29,526

$ 27,953

Selling, General, & Administrative - GAAP

$ 37,649

$ 32,677

$ 26,299

Adjustment to reconcile GAAP SG&A to non-GAAP SG&A:

Stock-based compensation expense

(4,853)

(4,209)

(3,474)

Expenses of arbitration (1)

(1,951)

(1,098)

Write-down in value of property and equipment

(162)

Acquisition-related costs (2)

(752)

Selling, General, & Administrative - Non-GAAP

 

$ 30,845

$ 26,456

$ 22,825


(1)Represents expenses related to an arbitration proceeding over a disputed contract with a customer, which expenses are expected to continue until the arbitration is resolved.
(2)Represents transaction expenses related to the acquisition of Cimetrix Incorporated in the fourth quarter of 2020.

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12