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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) July 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
| Item 7. Financial Statements and Exhibits | ||||||||
| Item 12. Results of Operations and Financial Condition | ||||||||
| SIGNATURES | ||||||||
| EXHIBIT INDEX | ||||||||
| EXHIBIT 99.1 | ||||||||
| EXHIBIT 99.2 | ||||||||
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TABLE OF CONTENTS
Item 7. Financial Statements and Exhibits.
Item 12. Results of Operations and Financial Condition.
Signatures
Exhibit 99.1
Exhibit 99.2
1
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Item 7. Financial Statements and Exhibits.
(c) Exhibits.
| 99.1 | Press Release dated July 22, 2004 regarding financial results and certain other information related to the second fiscal quarter of 2004 ended June 30, 2004. | |||
| 99.2 | Press Release dated July 22, 2004 regarding the financial outlook for the third fiscal quarter ending September 30, 2004 and the fourth fiscal quarter ending December 31, 2004 | |||
Item 12. Results of Operations and Financial Condition.
On July 22, 2004, PDF Solutions, Inc. (“PDF Solutions” or “PDF”) issued a press release regarding its financial results and certain other information related to the second fiscal quarter of 2004 ended June 30, 2004. Also on July 22, 2004, PDF Solutions issued a press release regarding the financial outlook for the third fiscal quarter ending September 30, 2004 and the fourth fiscal quarter ending December 31, 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: July 22, 2004
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EXHIBIT INDEX
| Number |
Exhibit |
|
99.1
|
Press Release dated July 22, 2004 regarding financial results and certain other information related to the second fiscal quarter of 2004 ended June 30, 2004 | |
99.2
|
Press Release dated July 22, 2004 regarding the financial outlook for the third fiscal quarter ending September 30, 2004 and the fourth fiscal quarter ending December 31, 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 SECOND QUARTER REVENUE Results Represent 6th Sequential Quarter of Revenue Growth SAN JOSE, Calif. -- July 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 second fiscal quarter ended June 30, 2004. Revenue for the second fiscal quarter of 2004 totaled a record $15.2 million, an increase of 50%, compared with revenue of $10.1 million for the second fiscal quarter of 2003. On a GAAP basis, net loss for the second fiscal quarter of 2004 totaled approximately $460,000, or $0.02 per diluted share, compared with a net loss of approximately $676,000, or $0.03 per diluted share, for the second 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 or loss, which excludes amortization of stock-based compensation and acquired intangible assets. Using this non-GAAP measure, net income for the second fiscal quarter of 2004 totaled $1.0 million, or $0.04 per diluted share, compared with a non-GAAP net loss of approximately $265,000, or $0.01 per diluted share, for the second 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.
PDF SOLUTIONS, INC. CONSOLIDATED BALANCE SHEETS (UNAUDITED) (IN THOUSANDS) JUNE 30, DECEMBER 31, 2004 2003 ---------- ------------- ASSETS Current assets: Cash and cash equivalents................................................... $ 42,472 $ 39,110 Accounts receivable, net of allowances...................................... 11,736 11,869 Prepaid expenses and other current assets................................... 2,346 2,614 Deferred tax assets......................................................... 1,549 1,808 ---------- ------------- Total current assets.................................................... 58,103 55,401 Property and equipment, net.................................................... 3,550 4,110 Goodwill....................................................................... 40,590 40,548 Intangible assets, net......................................................... 18,910 22,906 Other assets................................................................... 1,020 1,002 ---------- ------------- Total assets............................................................ $ 122,173 $ 123,967 ========== ============= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable............................................................ $ 1,726 $ 835 Accrued compensation and related benefits................................... 1,900 1,952 Other accrued liabilities................................................... 1,531 1,485 Other acquisition obligations............................................... 1,049 1,880 Taxes payable............................................................... 3,817 2,871 Deferred revenue............................................................ 3,649 3,300 Billings in excess of recognized revenue.................................... 1,320 465 ---------- ------------- Total current liabilities............................................... 14,992 12,788 Long term liabilities.......................................................... 307 287 Deferred tax liabilities....................................................... 2,011 4,340 ---------- ------------- Total liabilities....................................................... 17,310 17,415 ---------- ------------- Stockholders' equity: Common stock.............................................................. 4 4 Additional paid-in-capital................................................ 131,185 129,568 Treasury stock............................................................ (2,942) -- Deferred stock-based compensation......................................... (298) (688) Notes receivable from stockholders........................................ (1,469) (3,025) Accumulated deficit....................................................... (21,665) (19,361) Accumulated other comprehensive income.................................... 48 54 ---------- ------------- Total stockholders' equity ............................................. 104,863 106,552 ---------- ------------- Total liabilities and stockholders' equity.............................. $ 122,173 $ 123,967 ========== =============
PDF SOLUTIONS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) THREE MONTHS ENDED SIX MONTHS ENDED --------------------------- ------------------------- JUNE 30, JUNE 30, JUNE 30, JUNE 30, 2004 2003 2004 2003 ---- ---- ---- ---- Revenue: Design-to-silicon-yield solutions................... $ 13,513 $ 8,034 $ 25,208 $ 16,142 Gain share.......................................... 1,656 2,056 2,637 3,015 ---------- ---------- ---------- ----------- Total revenue..................................... 15,169 10,090 27,845 19,157 ---------- ---------- ---------- ----------- Cost and expenses: Cost of design-to-silicon-yield solutions: Direct costs of design-to-silicon-yield solutions... 5,369 3,514 9,723 6,958 Amortization of acquired core technology............ 1,327 124 2,677 165 Research and development............................ 4,822 4,370 10,040 8,702 Selling, general and administrative................. 3,622 2,953 7,419 5,615 Stock-based compensation amortization*.............. 292 329 547 978 Amortization of other acquired intangible assets.... 410 ---- 820 ---- ---------- ---------- ---------- ----------- Total costs and expenses.......................... 15,842 11,290 31,226 22,418 ---------- ---------- ---------- ----------- Loss from operations................................... (673) (1,200) (3,381) (3,261) Interest and other income, net......................... 138 345 291 720 ---------- ---------- ---------- ----------- Loss before taxes...................................... (535) (855) (3,090) (2,541) Tax benefit............................................ (75) (179) (788) (531) ---------- ---------- ---------- ----------- Net loss............................................... $ (460) $ (676) $ (2,302) $ (2,010) ========== ========== ========== =========== Net loss per share: Basic and diluted .................................. $ (0.02) $ (0.03) $ (0.09) $ (0.09) ========== ========== ========== =========== Weighted average common shares: Basic and diluted................................... 25,337 22,614 25,319 22,551 ========== ========== ========== =========== * Stock-based compensation amortization: Cost of design-to-silicon-yield solutions.......... $ 9 $ 86 $ 37 $ 216 Research and development........................... 274 155 476 563 Selling, general and administrative................ 9 88 34 199 ---------- ---------- ---------- ----------- $ 292 $ 329 $ 547 $ 978 ========== ========== ========== ===========
PDF SOLUTIONS, INC. RECONCILIATION OF REPORTED GAAP NET LOSS TO NON-GAAP NET INCOME (LOSS) (UNAUDITED) (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) THREE MONTHS ENDED ----------------------------- JUNE 30, JUNE 30, 2004 2003 ---------- --------- GAAP net loss........................................ $ (460) $ (676) Stock-based compensation amortization................ 292 329 Amortization of intangibles, net of taxes............ 1,198 82 ---------- --------- Non-GAAP net income (loss)........................... $ 1,030 $ (265) ========== ========= Non-GAAP net income (loss) per share - diluted....... $ 0.04 $ (0.01) ========== ========= Weighted average common shares - diluted............. 26,136 22,614 ========== ========= -###-
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 THIRD AND FOURTH FISCAL QUARTERS OF 2004 SAN JOSE, Calif. -- July 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 third fiscal quarter ending September 30, 2004 and its outlook for the fourth fiscal quarter ending December 31, 2004. PDF Solutions expects total revenue in the range of $16.1 million to $16.6 million for the third fiscal quarter ending September 30, 2004. Gain share revenue for the quarter is expected to increase to a range of $2.2 million to $2.6 million. On a GAAP basis, net income (loss) for the third fiscal quarter of 2004 is projected in a range of ($25,000) to $400,000, or ($0.00) to $0.02 per diluted share. PDF Solutions expects total revenue in the range of $17.7 million to $18.5 million for the fourth fiscal quarter ending December 31, 2004. On a GAAP basis, net income for the fourth fiscal quarter of 2004 is projected in a range of $1.1 million to $1.6 million, or $0.04 to $0.06 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, which excludes amortization of stock-based compensation and acquired intangible assets. Non-GAAP net income for the third fiscal quarter ending September 30, 2004 is projected in a range of $1.2 million to $1.6 million, or $0.04 to $0.06 per diluted share. Non-GAAP net income for the fourth fiscal quarter ending December 31, 2004 is projected in a range of $2.2 million to $2.7 million, or $0.08 to $0.10 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 second quarter 2004 results and financial outlook for the third and fourth 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 third and fourth 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 May 10, 2004. 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 GAAP NET INCOME (LOSS) TO PROJECTED NON-GAAP NET INCOME (LOSS) (IN THOUSANDS, EXCEPT PER SHARE DATA) THREE MONTHS ENDING PROJECTED RESULTS SEPTEMBER 30, 2004 --------------------------- GAAP net income (loss) per share - diluted .......... $ (0.00) to $ 0.02 ======== ========== GAAP net income (loss) .............................. $ (25) to $ 400 Stock-based compensation amortization ............... 105 105 Amortization of acquired intangibles, net of taxes .. 1,115 1,115 -------- ---------- Non-GAAP net income ................................. $ 1,195 to $ 1,620 ======== ========== Non-GAAP net income per share - diluted ............. $ 0.04 to $ 0.06 ======== ========== Weighted average common shares - basic .............. 25,500 25,500 ======== ========== Weighted average common shares - diluted ............ 26,600 26,600 ======== ========== THREE MONTHS ENDING PROJECTED RESULTS DECEMBER 31, 2004 --------------------------- GAAP net income (loss) per share - diluted .......... $ 0.04 to $ 0.06 ======== ========== GAAP net income (loss) .............................. $ 1,055 to $ 1,555 Stock-based compensation amortization ............... 60 60 Amortization of acquired intangibles, net of taxes .. 1,035 1,035 -------- ---------- Non-GAAP net income ................................. $ 2,150 to $ 2,650 ======== ========== Non-GAAP net income per share - diluted ............. $ 0.08 to $ 0.10 ======== ========== Weighted average common shares - diluted ............ 26,900 26,900 ======== ========== -###-