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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)
|
April 22, 2004 | |
PDF Solutions, Inc.
(Exact Name of Registrant as Specified in Charter)
| 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 | 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)
TABLE OF CONTENTS
| 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
Item 7. Financial Statements and Exhibits.
| (c) | Exhibits. |
99.1
|
Press Release dated April 22, 2004 regarding financial results and certain other information related to the first fiscal quarter of 2004 ended March 31, 2004 | |
99.2
|
Press Release dated April 22, 2004 regarding the financial outlook for the second fiscal quarter ending June 30, 2004 and the third fiscal quarter ending September 30, 2004 |
Item 12. Results of Operations and Financial Condition.
On April 22, 2004, PDF Solutions, Inc. (“PDF Solutions” or “PDF”) issued a press release regarding its financial results and certain other information related to the first fiscal quarter of 2004 ended March 31, 2004. Also on April 22, 2004, PDF Solutions issued a press release regarding the financial outlook for the second fiscal quarter ending June 30, 2004 and the third fiscal quarter ending September 30, 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 Solutions 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 22, 2004 |
||||||
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EXHIBIT INDEX
| Number |
Exhibit |
|
99.1
|
Press Release dated April 22, 2004 regarding financial results and certain other information related to the first fiscal quarter of 2004 ended March 31, 2004 | |
99.2
|
Press Release dated April 22, 2004 regarding the financial outlook for the second fiscal quarter ending June 30, 2004 and the third fiscal quarter ending September 30, 2004 |
Exhibit 99.1 NEWS RELEASE Investor Relations Contact: Corporate Communications Contact: Sonia Segovia, IR Coordinator Abbie Kendall, Principal PDF Solutions, Inc. Armstrong Kendall, Inc. Tel: (408) 938-6491 Tel: (503) 672-4681 Email: sonia.segovia@pdf.com Email: abbie@akipr.com PDF SOLUTIONS(R) REPORTS RECORD FIRST QUARTER REVENUE SAN JOSE, Calif. -- April 22, 2004 -- PDF Solutions, Inc. (Nasdaq: PDFS) the leading provider of process-design integration technologies to enhance IC manufacturability, today announced financial results for its first fiscal quarter ended March 31, 2004. Revenue for the first fiscal quarter of 2004 totaled a record $12.7 million, an increase of 40%, compared with revenue of $9.1 million for the first fiscal quarter of 2003. On a GAAP basis, net loss for the first fiscal quarter of 2004 totaled $1.8 million, or $0.07 per diluted share, compared with a net loss of $1.3 million, or $0.06 per diluted share, for the first fiscal quarter of 2003. In addition to using GAAP results in evaluating PDF's business, management also believes it useful to measure results using a non-GAAP measure of net income (loss), which excludes amortization of stock-based compensation and acquired intangible assets. Using this non-GAAP measure, net loss for the first fiscal quarter of 2004 totaled approximately $373,000, or $0.01 per diluted share, compared with a non-GAAP net loss of approximately $658,000, or $0.03 per diluted share, for the first fiscal quarter of 2003. 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 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. -more- PDF SOLUTIONS, INC. CONSOLIDATED BALANCE SHEETS (UNAUDITED) (IN THOUSANDS) -more-
MARCH 31, DECEMBER 31, 2004 2003 --------- --------- ASSETS Current assets: Cash and cash equivalents ........................... $ 42,748 $ 39,110 Accounts receivable, net of allowances .............. 11,165 11,869 Prepaid expenses and other current assets ........... 2,267 2,614 Deferred tax assets ................................. 1,953 1,808 --------- --------- Total current assets ........................... 58,133 55,401 Property and equipment, net .............................. 3,659 4,110 Goodwill ................................................. 40,548 40,548 Intangible assets, net ................................... 21,146 22,906 Other assets ............................................. 1,135 1,002 --------- --------- Total assets ................................... $ 124,621 $ 123,967 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable .................................... $ 1,290 $ 835 Accrued compensation and related benefits ........... 2,201 1,952 Other accrued liabilities ........................... 1,601 1,485 Other acquisition obligations ....................... 1,675 1,880 Taxes payable ....................................... 2,579 2,871 Deferred revenue .................................... 3,731 3,300 Billings in excess of recognized revenue ............ 776 465 --------- --------- Total current liabilities ...................... 13,853 12,788 Long term liabilities .................................... 300 287 Deferred tax liabilities ................................. 3,820 4,340 --------- --------- Total liabilities .............................. 17,973 17,415 ========= ========= Stockholders' equity: Common stock ........................................ 4 4 Additional paid-in-capital .......................... 130,225 129,568 Deferred stock-based compensation ................... (433) (688) Notes receivable from stockholders .................. (1,999) (3,025) Accumulated deficit ................................. (21,203) (19,361) Accumulated other comprehensive income .............. 54 54 --------- --------- Total stockholders' equity ..................... 106,648 106,552 --------- --------- Total liabilities and stockholders' equity ..... $ 124,621 $ 123,967 ========= ========= PDF SOLUTIONS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) -more-
THREE MONTHS ENDED ----------------------- MARCH 31, MARCH 31, 2004 2003 -------- -------- Revenue: Design-to-silicon-yield solutions ................... $ 11,695 $ 8,108 Gain share .......................................... 981 959 -------- -------- Total revenue ................................... 12,676 9,067 -------- -------- Cost and expenses: Cost of design-to-silicon-yield solutions: Direct costs of design-to-silicon-yield solutions 4,354 3,444 Amortization of acquired core technology ........ 1,350 41 Research and development ............................ 5,218 4,332 Selling, general and administrative ................. 3,797 2,662 Stock-based compensation amortization ............... 255 649 Amortization of other acquired intangible assets .... 410 -- -------- -------- Total costs and expenses ........................ 15,384 11,128 -------- -------- Loss from operations ..................................... (2,708) (2,061) Interest and other income, net ........................... 153 375 -------- -------- Loss before taxes ........................................ (2,555) (1,686) Tax benefit .............................................. (713) (352) -------- -------- Net income (loss) ........................................ $ (1,842) $ (1,334) ======== ======== Net loss per share: Basic and Diluted ................................... $ (0.07) $ (0.06) ======== ======== Weighted average common shares: Basic and Diluted ................................... 25,301 22,488 ======== ======== *Stock-based compensation amortization: Cost of design-to-silicon-yield solutions ....... $ 28 $ 130 Research and development ........................ 202 408 Selling, general and administrative ............. 25 111 -------- -------- $ 255 $ 649 ======== ======== PDF SOLUTIONS, INC. RECONCILIATION OF REPORTED GAAP NET LOSS TO NON-GAAP NET LOSS (UNAUDITED) (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
THREE MONTHS ENDED ----------------------- MARCH 31, MARCH 31, 2004 2003 -------- -------- GAAP net loss ...................................... $ (1,842) $ (1,334) Stock-based compensation amortization .............. 255 649 Amortization of intangibles, net of taxes .......... 1,214 27 -------- -------- Non-GAAP net loss .................................. $ (373) $ (658) -------- -------- Non-GAAP net loss per share - basic & diluted ...... $ (0.01) $ (0.03) -------- -------- Weighted average common shares - basic & diluted ... 25,301 22,488 -------- --------
Exhibit 99.2 NEWS RELEASE Investor Relations Contact: Corporate Communications Contact: Sonia Segovia, IR Coordinator Abbie Kendall, Principal PDF Solutions, Inc. Armstrong Kendall, Inc. Tel: (408) 938-6491 Tel: (503) 672-4681 Email: sonia.segovia@pdf.com Email: abbie@akipr.com PDF SOLUTIONS(R) PROVIDES FINANCIAL OUTLOOK FOR THE SECOND AND THIRD FISCAL QUARTERS OF 2004 SAN JOSE, Calif. -- April 22, 2004 -- PDF Solutions, Inc. (Nasdaq: PDFS), the leading provider of process-design integration technologies to enhance IC manufacturability, today provided its updated financial outlook for the second fiscal quarter ending June 30, 2004 and its outlook for the third fiscal quarter ending September 30, 2004. PDF Solutions expects total revenue in the range of $14.6 million to $15.1 million for the second fiscal quarter ending June 30, 2004. Gainshare revenue for the quarter is expected to increase to a range of $1.7 million to $1.9 million. On a GAAP basis, net loss for the second fiscal quarter of 2004 is projected in a range of ($525,000) to ($30,000), or ($0.02) to ($0.00) per diluted share. PDF Solutions expects total revenue in the range of $16.0 million to $16.8 million for the third fiscal quarter ending September 30, 2004. On a GAAP basis, net income (loss) for the third fiscal quarter of 2004 is projected in a range of ($75,000) to $420,000, or ($0.00) to $0.02 per diluted share. In addition to using GAAP results in evaluating PDF's business, management also believes it useful to measure results using a non-GAAP measure of net income (loss), which excludes amortization of stock-based compensation and acquired intangible assets. Non-GAAP net income for the second fiscal quarter ending June 30, 2004 is projected in a range of $810,000 to $1.3 million, or $0.03 to $0.05 per diluted share. Non-GAAP net income for the third fiscal quarter ending Septemeber 30, 2004 is projected in a range of $1.2 million to $1.7 million, or $0.04 to $0.06 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 its first quarter 2004 results and financial outlook for the second and third 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 The statements in this press release regarding PDF's 2004 second and third fiscal quarter outlook, including expected revenue, net income (loss) and net income (loss) 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 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 15, 2004 (as amended), and its quarterly reports on Form 10-Q, most recently filed on November 14, 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. PDF SOLUTIONS, INC. RECONCILIATION OF PROJECTED REPORTED GAAP NET INCOME (LOSS) TO PROJECTED NON-GAAP NET INCOME (LOSS) (IN THOUSANDS, EXCEPT PER SHARE DATA)
THREE MONTHS ENDING PROJECTED RESULTS JUNE 30, 2004 ----------------------------- GAAP net loss per share - diluted ................ $ (0.02) to $ (0.00) ------- --------- GAAP net loss .................................... $ (525) to $ (30) Stock-based compensation amortization ............ 140 140 Amortization of acquired intangibles, net of taxes 1,195 1,195 ------- --------- Non-GAAP net income .............................. $ 810 to $ 1,305 ------- --------- Non-GAAP net income per share - diluted .......... $ 0.03 to $ 0.05 ------- --------- Weighted average common shares - basic ........... 25,500 25,500 ------- --------- Weighted average common shares - diluted ......... 27,000 27,000 ------- ---------
THREE MONTHS ENDING PROJECTED RESULTS SEPTEMBER 30, 2004 ----------------------------- GAAP net income (loss) per share - diluted ....... $ (0.00) to $ 0.02 ------- -------- GAAP net income (loss) ........................... $ (75) to $ 420 Stock-based compensation amortization ............ 85 85 Amortization of acquired intangibles, net of taxes 1,145 1,145 ------- -------- Non-GAAP net income .............................. $ 1,155 to $ 1,650 ------- -------- Non-GAAP net income per share - diluted .......... $ 0.04 to $ 0.06 ------- -------- Weighted average common shares - basic ........... 25,700 25,700 ------- -------- Weighted average common shares - diluted ......... 27,300 27,300 ------- --------