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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
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) January 27, 2004 | ||
PDF Solutions, Inc.
| Delaware | 000-31311 | 25-1701361 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 333 West San Carlos Street, Suite 700, San Jose, CA (Address of Principal Executive Offices) |
95110 (Zip Code) |
| Registrant’s telephone number, including area code (408) 280-7900 | ||
Not Applicable
| Item 7. Financial Statements and Exhibits | ||||||||
| Item 12. Results of Operations and Financial Condition | ||||||||
| SIGNATURES | ||||||||
| EXHIBIT INDEX | ||||||||
| EXHIBIT 99.1 | ||||||||
| EXHIBIT 99.2 | ||||||||
Table of Contents
TABLE OF CONTENTS
Item 7. Financial Statements and Exhibits.
Item 12. Results of Operations and Financial Condition.
Signatures
Exhibit 99.1
Exhibit 99.2
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Item 7. Financial Statements and Exhibits.
(c) Exhibits.
| 99.1 | Press Release dated January 27, 2004 regarding financial results and certain other information related to the fourth quarter and fiscal year end of 2003 | ||
| 99.2 | Press Release dated January 27, 2004 regarding the financial outlook for the first and second quarters of fiscal 2004 |
Item 12. Results of Operations and Financial Condition.
On January 27, 2004, PDF Solutions, Inc. issued a press release regarding its financial results and certain other information related to the fourth quarter and fiscal year end of 2003. Also on January 27, 2004, PDF Solutions, Inc. issued a press release regarding the financial outlook for the first and second quarters of fiscal year 2004. A copy of each press release is attached as Exhibit 99.1 and Exhibit 99.2, respectively.
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: January 27, 2004 | ||||
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EXHIBIT INDEX
| Number | Exhibit | |
| 99.1 | Press Release dated January 27, 2004 regarding financial results and certain other information related to the fourth quarter and fiscal year end of 2003 | |
| 99.2 | Press Release dated January 27, 2004 regarding the financial outlook for the first and second quarters of fiscal year 2004 |
EXHIBIT 99.1 NEWS RELEASE Investor Relations Contact: Corporate Communications Contact: Michael Buehler-Garcia Abbie Kendall PDF Solutions, Inc. Armstrong Kendall, Inc. Tel: (408) 938-4497 Tel: (503) 672-4681 Email: mbg@pdf.com Email: abbie@akipr.com PDF SOLUTIONS(R) REPORTS FOURTH QUARTER AND TOTAL YEAR 2003 FINANCIAL RESULTS SAN JOSE, Calif.--January 27, 2004--PDF Solutions, Inc. (Nasdaq: PDFS) the leading provider of process-design integration technologies to enhance IC manufacturability, today announced financial results for its fourth fiscal quarter and full fiscal year ended December 31, 2003. Revenue for the fourth fiscal quarter of 2003 totaled $12.1 million, an increase of 34% compared with revenue of $9.0 million for the fourth fiscal quarter of 2002. Pro forma net loss for the fourth fiscal quarter of 2003, excluding amortization of stock-based compensation and acquired intangible assets, totaled $135,000, or $0.01 per diluted share, compared with a pro forma net loss of $264,000, or $0.01 per diluted share, for the fourth fiscal quarter of 2002. Reported net loss for the fourth fiscal quarter of 2003 totaled $1.3 million, or $0.05 per diluted share, compared with a reported net loss of $806,000, or $0.04 per diluted share, for the fourth fiscal quarter of 2002. Revenue for the full fiscal year ended December 31, 2003 totaled $42.5 million with reported net loss for the fiscal year totaling $4.5 million or $0.19 per diluted share. "During 2003, we strengthened our competitive position by adding more of the world's leading semiconductor companies to our customer list and broadening our technology offering through both acquisition and new product development, while maintaining our healthy balance sheet," said John Kibarian, PDF's President and Chief Executive Officer. 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 the quarterly results. A live webcast of this conference call will be available on the company's website at http://ir.pdf.com/medialist.cfm. A -more-
replay of the call 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 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. ABOUT PDF SOLUTIONS PDF Solutions, Inc. (Nasdaq: PDFS) is the leading provider of process-design integration technologies for manufacturing integrated circuits (ICs). PDF's software, methodologies and services enable semiconductor companies to create IC designs that can be more easily manufactured using manufacturing processes that are more capable. 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, Calif., PDF Solutions 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 statement regarding PDF's competitive positioning in the semiconductor industry. The words "strengthen", "adding", "broadening" 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 periodic public filings with the Securities and Exchange Commission, including, without limitation, its annual report on Form 10-K, most recently filed on March 26, 2003, and on its quarterly reports Form 10-Q, most recently filed on November 20, 2003 as amended. 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. CONSOLIDATED BALANCE SHEETS (Unaudited) (IN THOUSANDS) DECEMBER 31, DECEMBER 31, 2003 2002 ------------ ------------ ASSETS Current assets: Cash and cash equivalents .......................... $ 39,110 $ 71,490 Accounts receivable, net of allowances ............. 11,869 7,924 Prepaid expenses and other current assets .......... 2,614 2,413 Deferred tax assets ................................ 1,808 1,993 ------------ ------------ Total current assets .......................... 55,401 83,820 Property and equipment, net ............................. 4,110 3,533 Goodwill ................................................ 40,548 662 Intangible assets, net .................................. 22,906 220 Deferred tax assets ..................................... -- 1,053 Other assets ............................................ 1,002 511 ------------ ------------ Total assets .................................. $ 123,967 $ 89,799 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable ................................... $ 835 $ 499 Accrued compensation and related benefits .......... 1,952 1,143 Other accrued liabilities .......................... 1,757 1,669 Other acquisition obligations ...................... 1,608 -- Taxes payable ...................................... 2,871 1,838 Deferred revenues .................................. 3,300 4,496 Billings in excess of recognized revenue ........... 465 606 ------------ ------------ Total current liabilities ..................... 12,788 10,251 Long term liabilities ................................... 287 54 Deferred tax liabilities ................................ 4,340 752 ------------ ------------ Total liabilities ............................. 17,415 11,057 ------------ ------------ Stockholders' equity: Common stock .................................. 4 3 Additional paid-in-capital .................... 129,568 99,884 Deferred stock-based compensation ............. (688) (1,340) Notes receivable from stockholders ............ (3,025) (4,998) Accumulated deficit ........................... (19,362) (14,845) Accumulated other comprehensive income ........ 55 38 ------------ ------------ Total stockholders' equity .................... 106,552 78,742 ------------ ------------ Total liabilities and stockholders' equity .... $ 123,967 $ 89,799 ============ ============ -more-
PDF SOLUTIONS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (IN THOUSANDS, EXCEPT PER SHARE DATA) THREE MONTHS ENDED TWELVE MONTHS ENDED ------------------------------ ------------------------------ DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, 2003 2002 2003 2002 ------------- ------------- ------------- ------------- Revenue: Design-to-silicon-yield solutions ..................... $ 10,454 $ 7,587 $ 35,629 $ 33,685 Gain share ............................................ 1,615 1,407 6,897 10,039 ------------- ------------- ------------- ------------- Total revenue .................................... 12,069 8,994 42,526 43,724 ------------- ------------- ------------- ------------- Cost and expenses: Cost of design-to-silicon-yield solutions: Direct costs of design-to-silicon yield solutions ... 3,686 3,362 14,412 14,986 Amortization of acquired core technology ............ 1,350 41 2,168 164 Research and development .............................. 5,318 4,104 18,441 15,247 Selling, general and administrative ................... 3,739 2,472 12,459 10,188 Stock-based compensation amortization* ................ 411 513 1,755 2,711 Amortization of other acquired intangible assets ...... 410 -- 547 -- Write-off of in-process research and development ...... -- -- 800 -- ------------- ------------- ------------- ------------- Total costs and expenses ......................... 14,914 10,492 50,582 43,296 ------------- ------------- ------------- ------------- Income (loss) from operations .............................. (2,845) (1,498) (8,056) 428 Interest and other income .................................. 197 409 1,195 1,549 ------------- ------------- ------------- ------------- Income (loss) before taxes ................................. (2,648) (1,089) (6,861) 1,977 Tax (benefit) provision .................................... (1,373) (283) (2,345) 1,453 ------------- ------------- ------------- ------------- Net income (loss) .......................................... $ (1,275) $ (806) $ (4,516) $ 524 ============= ============= ============= ============= Net income (loss) per share: Basic ................................................. $ (0.05) $ (0.04) $ (0.19) $ 0.02 ============= ============= ============= ============= Diluted ............................................... $ (0.05) $ (0.04) $ (0.19) $ 0.02 ============= ============= ============= ============= Weighted average common shares: Basic ................................................. 25,010 22,271 23,278 21,962 ============= ============= ============= ============= Diluted ............................................... 25,010 22,271 23,278 23,199 ============= ============= ============= ============= * Stock-based compensation amortization: Cost of design-to-silicon yield solutions .............. $ 52 $ 154 $ 345 $ 826 Research and development ............................... 314 230 1,099 1,341 Selling, general and administrative .................... 45 129 311 544 ------------- ------------- ------------- ------------- $ 411 $ 513 $ 1,755 $ 2,711 ============= ============= ============= ============= -more-
PDF SOLUTIONS, INC. RECONCILIATION OF REPORTED GAAP NET LOSS TO PRO FORMA NET LOSS (UNAUDITED) (IN THOUSANDS, EXCEPT PER SHARE DATA) THREE MONTHS ENDED ---------------------------- DECEMBER 31, DECEMBER 31, 2003 2002 ------------ ------------ Net loss ......................................... $ (1,275) $ (806) Stock-based compensation amortization ............ 411 513 Amortization of intangibles, net of taxes ........ 729 29 ------------ ------------ Pro forma net loss ............................... $ (135) $ (264) ============ ============ Pro forma net loss per share - diluted ........... $ (0.01) $ (0.01) ============ ============ Weighted average common shares - diluted ......... 25,010 22,271 ============ ============ -more-
EXHIBIT 99.2 NEWS RELEASE Investor Relations Contact: Corporate Communications Contact: Michael Buehler-Garcia Abbie Kendall PDF Solutions, Inc. Armstrong Kendall, Inc. Tel: (408) 938-4497 Tel: (503) 672-4681 Email: mbg@pdf.com Email: abbie@akipr.com PDF SOLUTIONS(R) PROVIDES FINANCIAL OUTLOOK FOR THE FIRST AND SECOND FISCAL QUARTERS OF 2004 SAN JOSE, Calif.--January 27, 2003--PDF Solutions, Inc. (Nasdaq: PDFS), the leading provider of process-design integration technologies to enhance IC manufacturability, today provided its financial outlook for the first fiscal quarter ending March 31, 2004 and the second fiscal quarter ending June 30, 2004. PDF Solutions expects total revenue in the range of $12.5 million to $13.0 million for the first fiscal quarter ending March 31, 2004. Pro forma net income (loss) for the first fiscal quarter of 2004, excluding amortization of stock-based compensation and acquired intangible assets, is projected in a range of ($145,000) to $205,000, or ($0.01) to $0.01 per diluted share. Reported net loss, on a GAAP basis, for the first fiscal quarter of 2004 is projected in a range of $1.5 million to $1.1 million, or $0.06 to $0.04 per diluted share. PDF Solutions expects total revenue in the range of $14.4 million to $15.2 million for the second fiscal quarter ending June 30, 2004. Pro forma net income for the second fiscal quarter of 2004, excluding amortization of stock-based compensation and acquired intangible assets, is projected in a range of $950,000 to $1.4 million, or $0.03 to $0.05 per diluted share. Reported net income (loss), on a GAAP basis, for the second fiscal quarter of 2004 is projected in a range of ($265,000) to $230,000, or ($0.01) to $0.01 per diluted share. -more-
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 the fourth quarter 2003 results and financial outlook for the first and second quarters of 2004. A live webcast of this conference call 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 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 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. 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 manufacturing integrated circuits (ICs). PDF's software, methodologies and services enable semiconductor companies to create IC designs that can be more easily manufactured using manufacturing processes that are more capable. 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, Calif., PDF Solutions 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 2004 first and second fiscal quarter outlook, the expected growth in revenue, the pro forma net loss and net income and pro forma net loss and net income 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 periodic public filings with the Securities and Exchange Commission, including, without limitation, its annual report on Form 10-K, -more-
most recently filed on March 26, 2003, and its quarterly reports on Form 10-Q, most recently filed on November 20, 2003 as amended. 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 INCOME ( LOSS) TO PROJECTED PRO FORMA NET INCOME ( LOSS) (IN THOUSANDS, EXCEPT PER SHARE DATA) THREE MONTHS ENDING PROJECTED RESULTS MARCH 31, 2004 - ----------------------------------------------------- ----------------------- Net loss per share - diluted......................... $ (0.06) to $ (0.04) ======= ======= Net loss............................................. $(1,485) to $(1,135) Stock-based compensation amortization................ 250 250 Amortization of acquired intangibles, net of taxes... 1,090 1,090 ------- ------- Pro forma net income (loss).......................... $ (145) to $ 205 ======= ======= Pro forma net income (loss) per share - diluted...... $ (0.01) to $ 0.01 ======= ======= Weighted average common shares - basic............... 25,400 25,400 ======= ======= Weighted average common shares - diluted............. 25,400 27,000 ======= ======= THREE MONTHS ENDING PROJECTED RESULTS JUNE 30, 2004 - ----------------------------------------------------- ----------------------- Net income (loss) per share - diluted................ $ (0.01) to $ 0.01 ======= ======= Net income (loss).................................... $ (265) to $ 230 Stock-based compensation amortization................ 140 140 Amortization of acquired intangibles, net of taxes... 1,075 1,075 ------- ------- Pro forma net income................................. $ 950 to $ 1,445 ======= ======= Pro forma net income per share - diluted............. $ 0.03 to $ 0.05 ======= ======= Weighted average common shares - basic............... 25,500 25,500 ======= ======= Weighted average common shares - diluted............. 27,300 27,300 ======= ======= ###