g
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
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For the Quarterly Period ended |
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
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| For the transition period from _______________ to ______________ |
Commission File Number
(Exact name of Registrant as Specified in its Charter)
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
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(Address of Principal Executive Offices) | (Zip Code) |
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(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
The |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Accelerated filer ☐ | |
Non-accelerated filer ☐ | Smaller reporting company |
| 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
There were
TABLE OF CONTENTS
2
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
PDF SOLUTIONS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands, except par value)
June 30, | December 31, | |||||
| 2024 |
| 2023 | |||
ASSETS |
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Current assets: |
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Cash and cash equivalents | $ | | $ | | ||
Short-term investments |
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Accounts receivable, net of allowance for credit of $ |
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Prepaid expenses and other current assets |
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Total current assets |
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Property and equipment, net |
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Operating lease right-of-use assets, net |
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Goodwill |
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Intangible assets, net |
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Deferred tax assets, net |
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Other non-current assets |
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Total assets | $ | | $ | | ||
LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current liabilities: |
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Accounts payable | $ | | $ | | ||
Accrued compensation and related benefits |
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Accrued and other current liabilities |
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Operating lease liabilities – current portion |
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Deferred revenues – current portion |
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Billings in excess of recognized revenues |
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Total current liabilities |
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Long-term income taxes |
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Non-current portion of operating lease liabilities |
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Other non-current liabilities |
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Total liabilities |
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Commitments and contingencies (Note 11) |
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Stockholders’ equity: |
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Preferred stock, $ | ||||||
Common stock, $ |
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Additional paid-in capital |
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Treasury stock at cost, |
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Accumulated deficit |
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Accumulated other comprehensive loss |
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Total stockholders’ equity |
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Total liabilities and stockholders’ equity | $ | | $ | | ||
See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)
3
PDF SOLUTIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(in thousands, except per share amounts)
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
| 2024 |
| 2023 |
| 2024 |
| 2023 | |||||
Revenues: |
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Analytics | $ | | $ | | $ | | $ | | ||||
Integrated Yield Ramp |
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Total revenues |
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Costs and Expenses: |
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Costs of revenues |
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Research and development |
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Selling, general, and administrative |
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Amortization of acquired intangible assets |
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Interest and other expense (income), net |
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Income before income tax benefit (expense) |
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Income tax benefit (expense) |
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Net income | | | $ | | $ | | ||||||
Other comprehensive income (loss): |
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Foreign currency translation adjustments, net of tax | ( | ( | ( | ( | ||||||||
Change in unrealized gain (loss) related to available-for-sale debt securities, net of tax |
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Total other comprehensive loss | ( | ( | ( | ( | ||||||||
Comprehensive income | $ | | $ | | $ | | $ | | ||||
Net income per share: | ||||||||||||
Basic | $ | | $ | | $ | | $ | | ||||
Diluted | $ | | $ | | $ | | $ | | ||||
Weighted average common shares used to calculate net income per share: |
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Diluted |
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See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)
4
PDF SOLUTIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
(in thousands)
Three Months Periods in the Six Months Ended June 30, 2024 | ||||||||||||||||||||||
Accumulated | ||||||||||||||||||||||
Additional | Other | Total | ||||||||||||||||||||
Common Stock | Paid-In | Treasury Stock | Accumulated | Comprehensive | Stockholders’ | |||||||||||||||||
| Shares |
| Amount |
| Capital |
| Shares |
| Amount |
| Deficit |
| Loss |
| Equity | |||||||
Balances, December 31, 2023 | | $ | | $ | | | $ | ( | $ | ( | $ | ( | $ | | ||||||||
Repurchase of common stock | ( | — | — | | ( | — | — | ( | ||||||||||||||
Issuance of common stock in connection with employee stock purchase plan |
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Issuance of common stock in connection with exercise of options |
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Vesting of restricted stock units |
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Purchases of treasury stock in connection with tax withholdings on restricted stock awards |
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Stock-based compensation expense |
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Comprehensive loss |
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Balances, March 31, 2024 |
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Issuance of common stock in connection with exercise of options |
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Vesting of restricted stock units |
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Purchases of treasury stock in connection with tax withholdings on restricted stock awards |
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Stock-based compensation expense |
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Comprehensive income (loss) |
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Balances, June 30, 2024 |
| | $ | | $ | |
| | $ | ( | $ | ( | $ | ( | $ | | ||||||
Continued on next page.
5
PDF SOLUTIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - CONTINUED
(Unaudited)
(in thousands)
Three Months Periods in the Six Months Ended June 30, 2023 | ||||||||||||||||||||||
Accumulated | ||||||||||||||||||||||
Additional | Other | Total | ||||||||||||||||||||
Common Stock | Paid-In | Treasury Stock | Accumulated | Comprehensive | Stockholders’ | |||||||||||||||||
| Shares |
| Amount |
| Capital |
| Shares |
| Amount |
| Deficit |
| Loss |
| Equity | |||||||
Balances, December 31, 2022 | | $ | | $ | | | $ | ( | $ | ( | $ | ( | $ | | ||||||||
Issuance of common stock in connection with employee stock purchase plan |
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Issuance of common stock in connection with exercise of options |
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Vesting of restricted stock units |
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Purchases of treasury stock in connection with tax withholdings on restricted stock awards |
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Stock-based compensation expense |
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Comprehensive income |
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Balances, March 31, 2023 |
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Issuance of common stock in connection with exercise of options |
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Vesting of restricted stock units |
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Purchases of treasury stock in connection with tax withholdings on restricted stock awards |
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Stock-based compensation expense |
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Comprehensive income (loss) |
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Balances, June 30, 2023 |
| | $ | | $ | | | $ | ( | $ | ( | $ | ( | $ | | |||||||
See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)
6
PDF SOLUTIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
Six Months Ended June 30, | ||||||
| 2024 |
| 2023 | |||
Cash flows from operating activities: | ||||||
Net income | $ | | $ | | ||
Adjustments to reconcile net income to net cash used in operating activities: |
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Depreciation and amortization |
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Stock-based compensation expense |
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Amortization of acquired intangible assets |
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Amortization of costs capitalized to obtain revenue contracts |
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Net accretion of discounts on short-term investments | ( | ( | ||||
Deferred taxes |
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Other |
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Changes in operating assets and liabilities: |
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Accounts receivable |
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Prepaid expenses and other current assets |
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Operating lease right-of-use assets |
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Other non-current assets |
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Accounts payable |
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Accrued compensation and related benefits |
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Accrued and other liabilities |
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Deferred revenues |
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Billings in excess of recognized revenues |
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Operating lease liabilities |
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Net cash used in operating activities |
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Cash flows from investing activities: | ||||||
Proceeds from maturities and sales of short-term investments |
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Purchases of short-term investments | ( | ( | ||||
Purchases of property and equipment | ( | ( | ||||
Prepayment for the purchase of property and equipment | — | ( | ||||
Net cash provided by (used in) investing activities |
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Cash flows from financing activities: |
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Proceeds from exercise of stock options |
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Proceeds from employee stock purchase plan |
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Payments for taxes related to net share settlement of equity awards |
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Repurchases of common stock |
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Net cash used in financing activities |
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Effect of exchange rate changes on cash and cash equivalents |
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Net change in cash and cash equivalents |
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Cash and cash equivalents at beginning of period |
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Cash and cash equivalents at end of period | $ | | $ | | ||
Continued on next page.
7
PDF SOLUTIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS – CONTINUED
(Unaudited)
(in thousands)
Six Months Ended June 30, | ||||||
2024 |
| 2023 | ||||
Supplemental disclosure of cash flow information: | ||||||
Cash paid during the year for taxes | $ | | $ | | ||
Cash paid for amounts included in the measurement of operating lease liabilities | $ | | $ | | ||
Supplemental disclosure of noncash information: | ||||||
Property and equipment received and accrued in accounts payable and accrued and other current liabilities | $ | | $ | | ||
Advances for purchase of property and equipment transferred from prepaid assets to property and equipment | $ | | $ | | ||
Operating lease liabilities arising from obtaining right-of-use assets | $ | | $ | — | ||
Property and equipment transferred to sales-type leases | $ | | $ | — | ||
Stock-based compensation capitalized as part of the cost of property and equipment, net | $ | | $ | — | ||
See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)
8
PDF SOLUTIONS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The interim unaudited condensed consolidated financial statements included herein have been prepared by PDF Solutions, Inc. (the “Company”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), including the instructions to the Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. The interim unaudited condensed consolidated financial statements reflect, in the opinion of management, all adjustments necessary (consisting only of normal recurring adjustments) to present a fair statement of results for the interim periods presented. The operating results for any interim period are not necessarily indicative of the results that may be expected for other interim periods or the full fiscal year. The accompanying interim unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 27, 2024.
The interim unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries after the elimination of all intercompany balances and transactions.
The accompanying interim unaudited condensed consolidated balance sheet as of December 31, 2023 has been derived from the audited consolidated financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates in these condensed consolidated financial statements include revenue recognition, the estimated useful lives of property and equipment and intangible assets, assumptions made in analysis of allowance for credit losses, impairment of goodwill and long-lived assets, realization of deferred tax assets (“DTAs”), and accounting for lease obligations, stock-based compensation expense, and income tax uncertainties and contingencies. Actual results could differ from those estimates and may result in material effects on the Company’s operating results and financial position.
Recent Accounting Standards
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires disclosure of incremental segment information on an annual and interim basis. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective application to all prior periods presented in the financial statements. Early adoption is permitted. The Company is currently evaluating the impact of the new standard on the consolidated financial statements and related disclosures.
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In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU is intended to improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. The ASU’s amendments are effective for public business entities for annual periods beginning after December 15, 2024. Entities are permitted to early adopt the standard for “annual financial statements that have not yet been issued or made available for issuance.” Adoption is either prospectively or retrospectively, the Company will adopt this ASU on a prospective basis. The Company is currently evaluating the impact of the new standard on the consolidated financial statements and related disclosures.
Management has reviewed other recently issued accounting pronouncements issued or proposed by the FASB, and does not believe any of these accounting pronouncements has had or will have a material impact on the condensed consolidated financial statements.
2. REVENUE FROM CONTRACTS WITH CUSTOMERS
The Company derives revenue from
The Company recognizes revenue in accordance with FASB Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers, and its related amendments (collectively known as “ASC 606”). ASC 606 outlines a single comprehensive model to use in accounting for revenue arising from contracts with customers. Revenue is recognized when control of products or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those promised products or services.
The Company determines revenue recognition through the following five steps:
| ● | Identification of the contract, or contracts, with a customer |
| ● | Identification of the performance obligations in the contract |
| ● | Determination of the transaction price |
| ● | Allocation of the transaction price to the performance obligations in the contract |
| ● | Recognition of revenue when, or as, performance obligations are satisfied |
The Company accounts for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance, and collectibility of consideration is probable.
Contracts with Multiple Performance Obligations
The Company enters into contracts that can include various combinations of licenses, products and services, some of which are distinct and are accounted for as separate performance obligations. For contracts with multiple performance obligations, the Company allocates the transaction price of the contract to each performance obligation on a relative basis using the standalone selling price (“SSP”).
Analytics Revenue
Analytics revenue is derived from the following primary offerings: licenses and services for standalone software (which is primarily Exensio® and Cimetrix® products), software-as-a-service (“SaaS”) (which is primarily Exensio® products), and Design-for-Inspection™ (“DFI™”) systems and Characterization Vehicle® (“CV®”) systems that do not include performance incentives based on customers’ yield achievement.
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Revenue from standalone software is recognized depending on whether the license is perpetual or time-based. Perpetual (one-time charge) license software is recognized at the time of the inception of the arrangement when control transfers to the customers if the software license is considered as a separate performance obligation from the services offered by the Company. Revenue from post-contract support is recognized over the contract term on a straight-line basis, because the Company is providing (i) support and (ii) unspecified software updates on a when-and-if available basis over the contract term. Revenue from time-based-licensed software is allocated to each performance obligation and is recognized either at a point in time or over time as follows. The license component is recognized at the time when control transfers to customers, with the post-contract support component recognized ratably over the committed term of the contract. For contracts with any combination of licenses, support, and other services, distinct performance obligations are accounted for separately. For contracts with multiple performance obligations, the Company allocates the transaction price of the contract to each performance obligation on a relative basis using the SSP attributed to each performance obligation.
Revenue from SaaS arrangements, which allow for the use of a cloud-based software product or service over a contractually determined period of time without the customer having to take possession of the software, is accounted for as a subscription and is recognized as revenue ratably, on a straight-line basis, over the subscription period beginning on the date the service is first made available to customers. For contracts with any combination of SaaS and related services, distinct performance obligations are accounted for separately. For contracts with multiple performance obligations, the Company allocates the transaction price of the contract to each performance obligation on a relative basis using the SSP attributed to each performance obligation.
Revenue from DFI systems and CV systems (including Characterization services) that do not include performance incentives based on customers’ yield achievement is recognized primarily as services are performed. Where there are distinct performance obligations, the Company allocates revenue to all deliverables based on their SSPs. For those contracts with multiple performance obligations, the Company allocates the transaction price of the contract to each performance obligation on a relative basis using the SSP attributed to each performance obligation. Where there are not discrete performance obligations, historically, revenue is primarily recognized as services are performed using a percentage of completion method based on costs or labor-hours inputs, whichever is the most appropriate measure of the progress towards completion of the contract. The estimation of percentage of completion method is complex and subject to many variables that require significant judgment. Please refer to the “Significant Judgments” section of this Note for further discussion.
The Company also leases some of its DFI system and CV system assets to some customers. The Company determines the existence of a lease when the customer controls the use of these identified assets for a period of time defined in the lease agreement and classifies such leases as operating leases or sales-type leases. A lease is classified as a sales-type lease if it meets certain criteria under ASC Topic 842, Leases; otherwise, it is classified as an operating lease. Operating lease revenue is recognized on a straight-line basis over the lease term. Sales-type lease revenue and corresponding lease receivables are recognized at lease commencement based on the present value of the future lease payments, and related interest income on lease receivable is recognized over the lease term and are recorded under Analytics revenue in the accompanying condensed consolidated statements of comprehensive income. Payments under sales-type leases are discounted using the interest rate implicit in the lease. When the Company’s leases are embedded in contracts with customers that include non-lease performance obligations, the Company allocates consideration in the contract between lease and non-lease components based on their relative SSPs. Assets subject to operating leases remain in property and equipment and continue to be depreciated. Assets subject to sales-type leases are derecognized from property and equipment, net at lease commencement and a net investment in the lease asset is recognized in prepaid expenses and other current assets and other non-current assets in the accompanying condensed consolidated balance sheets.
11
Integrated Yield Ramp Revenue
Integrated Yield Ramp revenue is derived from the Company’s fixed-fee engagements that include performance incentives based on customers’ yield achievement (which consists primarily of Gainshare royalties) typically based on customer’s wafer shipments, pertaining to these fixed-price contracts, which royalties are variable.
Revenue under these project-based contracts, which are delivered over a specific period of time, typically for a fixed-fee component paid on a set schedule, is recognized as services are performed using a percentage of completion method based on costs or labor-hours inputs, whichever is the most appropriate measure of the progress towards completion of the contract. Where there are distinct performance obligations, the Company allocates revenue to all deliverables based on their SSPs and allocates the transaction price of the contract to each performance obligation on a relative basis using the SSP. Similar to the services provided in connection with DFI systems and CV systems that are contributing to Analytics revenue, due to the nature of the work performed in these arrangements, the estimation of percentage of completion method is complex and subject to many variables that require significant judgment. Please refer to the “Significant Judgments” section of this Note for further discussion.
The Gainshare contained in Integrated Yield Ramp contracts is a variable fee related to continued usage of the Company’s intellectual property after the fixed-fee service period ends, based on a customer’s yield achievement. Revenue derived from Gainshare is contingent upon the Company’s customers reaching certain defined production yield levels. Gainshare periods are generally subsequent to the delivery of all contractual services and performance obligations. The Company records Gainshare as a usage-based royalty derived from customers’ usage of intellectual property and records it in the same period in which the usage occurs.
Disaggregation of Revenue
The Company disaggregates revenue from contracts with customers into the timing of the transfer of goods and services and the geographical regions. The Company determined that disaggregating revenue into these categories achieves the disclosure objective to depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.
The Company’s performance obligations are satisfied either over time or at a point-in-time. The following table represents a disaggregation of revenue percentage by timing of revenue:
Three Months Ended June 30, |
| Six Months Ended June 30, | |||||||
| 2024 |
| 2023 | 2024 |
| 2023 | |||
Over time | | % | | % | | % | | % | |
Point-in-time |
| | % | | % | | % | | % |
Total |
| | % | | % | | % | | % |
International revenues accounted for approximately
Significant Judgments
Judgments and estimates are required under ASC 606. Due to the complexity of certain contracts, the actual revenue recognition treatment required under ASC 606 for the Company’s arrangements may be dependent on contract-specific terms and may vary in some instances.
12
For revenue under project-based contracts for fixed-price services, revenue is recognized as services are performed using a percentage-of-completion method based on costs or labor-hours input method, whichever is the most appropriate measure of the progress towards completion of the contract. Due to the nature of the work performed in these arrangements, the estimation of percentage of completion method is complex, subject to many variables and requires significant judgment. Key factors reviewed by the Company to estimate costs to complete each contract are future labor and product costs and expected productivity efficiencies. If circumstances arise that change the original estimates of revenues, costs, or extent of progress toward completion, revisions to the estimates are made. These revisions may result in increases or decreases in estimated revenues or costs, and such revisions are reflected in revenue on a cumulative catch-up basis in the period in which the circumstances that gave rise to the revision become known.
The Company’s contracts with customers often include promises to transfer products, software licenses and provide services, including professional services, technical support services, and rights to unspecified updates to a customer. Determining whether licenses and services are distinct performance obligations that should be accounted for separately, or not distinct and thus accounted for together, requires significant judgment. The Company rarely licenses software on a standalone basis, so the Company is required to estimate the range of the SSPs for each performance obligation. In instances where the SSP is not directly observable because the Company does not license the software or sell the service separately, the Company determines the SSP using information that may include market conditions and other observable inputs.
The Company is required to record Gainshare revenue in the same period in which the usage occurs. Because the Company generally does not receive the acknowledgment reports from its customers during a given quarter within the time frame necessary to adequately review the reports and include the actual amounts in quarterly results for such quarter, the Company accrues the related revenue based on estimates of customers underlying sales achievement. The Company’s estimation process can be based on historical data, trends, seasonality, changes in the contract rate, knowledge of the changes in the industry and changes in the customer’s manufacturing environment learned through discussions with customers and sales personnel. As a result of accruing revenue for the quarter based on such estimates, adjustments will be required in the following quarter to true-up revenue to the actual amounts reported.
Contract Balances
The Company performs its obligations under a contract with a customer primarily by licensing software or providing services in exchange for consideration from the customer. The timing of the Company’s performance often differs from the timing of the customer’s payment, which results in the recognition of a receivable, a contract asset or a contract liability.
The Company classifies the right to consideration in exchange for software or services transferred to a customer as either a receivable or a contract asset. A receivable is a right to consideration that is unconditional, as compared to a contract asset, which is a right to consideration that is conditional upon factors other than the passage of time. The majority of the Company’s contract assets represent unbilled amounts related to fixed-price service contracts when the revenue recognized exceeds the amount billed to the customer.
13
The contract assets are recorded on a net basis with deferred revenue (i.e., contract liabilities) at the contract level. The contract assets consist of the following (in thousands):
June 30, | December 31, | |||||
| 2024 | 2023 | ||||
Current portion included in prepaid expenses and other current assets | $ | | $ | | ||
Non-current portion included in other non-current assets |
| |
| | ||
Total contract assets | $ | | $ | | ||
The Company did not record any asset impairment charges related to contract assets for the periods presented.
Deferred revenues and billings in excess of recognized revenues consist substantially of amounts invoiced in advance of revenue recognition and are recognized as the revenue recognition criteria are met. Deferred revenues that will be recognized during the succeeding twelve-month period are recorded as current deferred revenues and the remaining portion is recorded in other non-current liabilities in the accompanying condensed consolidated balance sheets.
Deferred revenues were the following (in thousands):
June 30, | December 31, | |||||
| 2024 | 2023 | ||||
Current portion | $ | | $ | | ||
Non-current portion (1) | | | ||||
Total deferred revenues | $ | | $ | | ||
| (1) | Included in other non-current liabilities. |
Revenue recognized that was included in the deferred revenues and billings in excess of recognized revenues balances at the beginning of each reporting period was the following (in thousands):
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
| 2024 |
| 2023 |
| 2024 |
| 2023 | |||||
Revenue recognized that was included in the deferred revenues and billings in excess of recognized revenues balances at beginning of period | $ | | $ | | $ | | $ | | ||||
As of June 30, 2024, the aggregate amount of the transaction price allocated to the remaining performance obligations related to customer contracts that were unsatisfied or partially unsatisfied was approximately $
14
The adjustment to revenue recognized from performance obligations satisfied (or partially satisfied) in previous periods was a decrease of $
Costs to Obtain or Fulfill a Contract
The Company capitalizes the incremental costs to obtain or fulfill a contract with a customer, including direct sales commissions and related fees, when it expects to recover those costs. Amortization expense related to these capitalized costs is recognized over the period associated with the revenue from which the cost was incurred.
Total capitalized direct sales commission costs were the following (in thousands):
June 30, | December 31, | |||||
| 2024 | 2023 | ||||
Current portion included in prepaid expenses and other current assets | $ | | $ | | ||
Non-current portion included in other non-current assets |
| |
| | ||
Total capitalized direct sales commission costs | $ | | $ | | ||
Amortization of capitalized direct sales commission costs was the following (in thousands):
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
| 2024 |
| 2023 |
| 2024 |
| 2023 | |||||
Amortization of capitalized direct sales commission costs | $ | | $ | | $ | | $ | | ||||
There was
Practical Expedient
The Company does not adjust the transaction price for the effects of a significant financing component when the period between the transfers of the promised good or service to the customer and payment for that good or service by the customer is expected to be one year or less. The Company assessed each of its revenue generating arrangements in order to determine whether a significant financing component exists, and determined its contracts did not include a significant financing component during the three and six months ended June 30, 2024 and 2023.
3. BALANCE SHEET COMPONENTS
Accounts Receivable
Accounts receivable include amounts that are unbilled at the end of the period that are expected to be billed and collected within a 12-month period. Unbilled accounts receivable, included in accounts receivable, totaled $
The Company performs ongoing credit evaluations of its customers’ financial condition. An allowance for credit losses is maintained for probable credit losses based upon the Company’s assessment of the expected
15
collectibility of the accounts receivable. The allowance for credit losses is reviewed on a quarterly basis to assess the adequacy of the allowance.
Property and Equipment
Property and equipment, net consist of the following (in thousands):
June 30, | December 31, | |||||
| 2024 |
| 2023 | |||
Computer equipment | $ | | $ | | ||
Software |
| |
| | ||
Furniture, fixtures, and equipment |
| |
| | ||
Leasehold improvements |
| |
| | ||
Laboratory and other equipment |
| |
| | ||
Test equipment |
| |
| | ||
Property and equipment in progress: |
|
| ||||
DFI™ system assets | | | ||||
CV® system and other assets |
| |
| | ||
| |
| | |||
Less: Accumulated depreciation and amortization |
| ( |
| ( | ||
Total | $ | | $ | | ||
Test equipment mainly includes DFI™ system and CV® system assets at customer sites that are contributing to revenue. Property and equipment in progress represent the development or construction of property and equipment that have not yet been placed in service for the Company’s intended use and are not depreciated.
Depreciation and amortization expense was $
Goodwill and Intangible Assets, Net
As of each of June 30, 2024, and December 31, 2023, the carrying amount of goodwill was $
Intangible assets, net, consisted of the following (in thousands):
June 30, 2024 | December 31, 2023 | |||||||||||||||||||
Amortization | Gross | Net | Gross | Net | ||||||||||||||||
Period | Carrying | Accumulated | Carrying | Carrying | Accumulated | Carrying | ||||||||||||||
(Years) |
| Amount |
| Amortization |
| Amount |
| Amount |
| Amortization |
| Amount | ||||||||
Acquired identifiable intangibles: | ||||||||||||||||||||
Customer relationships |
| $ | | $ | ( | $ | | $ | | $ | ( | $ | | |||||||
Developed technology |
|
| |
| ( |
| |
| |
| ( |
| | |||||||
Tradename and trademarks |
|
| |
| ( |
| |
| |
| ( |
| | |||||||
Patent |
|
| |
| ( |
| |
| |
| ( |
| | |||||||
Noncompetition agreements |
|
| |
| ( |
| — |
| |
| ( |
| — | |||||||
Total | $ | | $ | ( | $ | | $ | | $ | ( | $ | | ||||||||
16
The weighted average amortization period for acquired identifiable intangible assets was
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
| 2024 |
| 2023 |
| 2024 |
| 2023 | |||||
Amortization of acquired technology included under costs of revenues | $ | | $ | | $ | | $ | | ||||
Amortization of acquired intangible assets presented separately under costs and expenses |
| |
| |
| |
| | ||||
Total amortization of acquired intangible assets | $ | | $ | | $ | | $ | | ||||
The Company expects annual amortization of acquired identifiable intangible assets to be as follows (in thousands):
Year Ending December 31, |
| Amount | |
2024 (remaining six months) | $ | | |
2025 |
| | |
2026 |
| | |
2027 |
| | |
2028 | | ||
2029 and thereafter |
| | |
Total future amortization expense | $ | | |
There were for and intangible assets during the three and six months ended June 30, 2024 and 2023.
17
Other Non-current Assets
Other non-current assets consisted of the following (in thousands):
June 30, | December 31, | |||||
| 2024 |
| 2023 | |||
Costs capitalized to obtain revenue contracts – non-current (1) | $ | | $ | | ||
Unbilled accounts receivable – non-current (2) | | | ||||
Contract assets – non-current (1) | | | ||||
Net investments in sales-type leases – non-current (3) | | | ||||
Deposits and other non-current prepaid expenses |
| |
| | ||
Total other non-current assets | $ | | $ | | ||
| (1) | See Note 2, Revenue from Contracts with Customers. |
| (2) | See Note 3, Balance Sheet Components – Accounts Receivable. |
| (3) | The Company had net investments in sales-type leases for its DFI™ system and CV® system assets. The following table summarizes the components of the Company’s net investments in sales-type leases in the condensed consolidated balance sheets (in thousands): |
June 30, | December 31, | |||||
| 2024 |
| 2023 | |||
Lease receivables | $ | | $ | | ||
Unguaranteed residual assets | | | ||||
Net investments in sales-type leases | | | ||||
Less: Current portion of lease receivables under prepaid expenses and other current assets | ( | ( | ||||
Net investments in sales-type leases – non-current |
| $ | | $ | | |
Maturities of leases payments under sales-type leases as of June 30, 2024, were as follows (in thousands):
Year Ending December 31, |
| Amount | |
2024 (remaining six months) | $ | | |
2025 |
| | |
2026 |
| | |
2027 |
| | |
2028 |
| | |
Total future sales-type lease payments | | ||
Less: Present value adjustment (a) |
| ( | |
Present value of lease receivables | $ | | |
| (a) | Calculated using the rate implicit in the lease determined for each lease. |
There was
18
4. LEASES
The Company leases administrative and sales offices and certain equipment under non-cancellable operating leases, which contain various renewal options and, in some cases, require payment of common area costs, taxes and utilities. These operating leases expire at various dates through 2028. The Company had
Lease expense was comprised of the following (in thousands):
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
| 2024 |
| 2023 |
| 2024 |
| 2023 | |||||
Operating lease expense | $ | | $ | | $ | | $ | | ||||
Short-term lease and variable lease expense (1) |
| |
| |
| |
| | ||||
Total lease expense | $ | | $ | | $ | | $ | | ||||
| (1) | Leases with an initial term of |
Supplemental condensed consolidated balance sheets information related to operating leases was as follows:
June 30, | December 31, |
| |||||
| 2024 |
| 2023 |
| |||
Weighted average remaining lease term under operating leases (in years) | |||||||
Weighted average discount rate for operating lease liabilities |
| | % | | % | ||
Maturities of operating lease liabilities as of June 30, 2024, were as follows (in thousands):
Year Ending December 31, |
| Amount (1) | |
2024 (remaining six months) | $ | | |
2025 |
| | |
2026 |
| | |
2027 |
| | |
2028 |
| | |
2029 |
| | |
Total future minimum lease payments | | ||
Less: Interest (2) |
| ( | |
Present value of future minimum lease payments under operating lease liabilities (3) | $ | | |
| (1) | As of June 30, 2024, the total operating lease liabilities include approximately $ |
| (2) | Calculated using incremental borrowing interest rate for each lease. |
| (3) | Includes the current portion of operating lease liabilities of $ |
19
5. STOCKHOLDERS’ EQUITY
Stock Repurchase Program
On April 11, 2022, the Board of Directors adopted a stock repurchase program (the “2022 Program”) to repurchase up to $
The 2022 Program expired on April 11, 2024, and on April 15, 2024, the Board of Directors adopted a new program (the “2024 Program”) to repurchase up to $
6. EMPLOYEE BENEFIT PLANS
On June 30, 2024, the Company had the following stock-based compensation plans:
Employee Stock Purchase Plan
On June 15, 2021, the Company’s stockholders initially approved the 2021 Employee Stock Purchase Plan, which has been amended and restated by the Board of Directors and approved by the Company’s stockholders since then (as amended through the date of this report, the “2021 Purchase Plan”).
Under the 2021 Purchase Plan, eligible employees can contribute up to
The Company estimated the fair value of purchase rights granted under the 2021 Purchase Plan during the period using the Black-Scholes-Merton option-pricing model with the following weighted average assumptions, resulting in the following weighted average fair values:
Six Months Ended June 30, | ||||||||
| 2024 |
| 2023 | |||||
Expected life (in years) |
| |||||||
Volatility | | % | | % | ||||
Risk-free interest rate | | % | | % | ||||
Expected dividend |
| |||||||
Weighted average fair value of purchase rights granted during the period | $ | | $ | | ||||
During the three months ended June 30, 2024 and 2023,
20
As of June 30, 2024, unrecognized compensation cost related to the 2021 Purchase Plan was $
As of June 30, 2024,
Stock Incentive Plans
On November 16, 2011, the Company’s stockholders initially approved the 2011 Stock Incentive Plan, which has been amended and restated by the Board of Directors and approved by the Company’s stockholders a number of times since then (as amended through the date of this report, the “2011 Plan”). Under the 2011 Plan, the Company may award stock options, stock appreciation rights (“SARs”), stock grants or stock units covering shares of the Company’s common stock to employees, directors, non-employee directors and contractors. The aggregate number of shares reserved for awards under the 2011 Plan is
As of June 30, 2024,
The Company estimated the fair value of share-based awards granted under the 2011 Stock Plan during the period using the Black-Scholes-Merton option-pricing model. There were
Stock-Based Compensation
Stock-based compensation is estimated at the grant date based on the award’s fair value and is recognized on a straight-line basis over the vesting periods, generally
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
| 2024 |
| 2023 |
| 2024 |
| 2023 | |||||
Costs of revenues | $ | | $ | | $ | | $ | | ||||
Research and development |
| |
| |
| |
| | ||||
Selling, general, and administrative |
| |
| |
| |
| | ||||
Stock-based compensation expense | $ | | $ | | $ | | $ | | ||||
21
Additional information with respect to options under the 2011 Plan during the six months ended June 30, 2024, is as follows:
Outstanding Options | ||||||||||
Weighted | ||||||||||
Weighted | Average | |||||||||
Average | Remaining | Aggregate | ||||||||
Number of | Exercise | Contractual | Intrinsic | |||||||
Options | Price | Term | Value | |||||||
| (in thousands) |
| per Share |
| (Years) |
| (in thousands) | |||
Outstanding, January 1, 2024 |
| | $ | |
|
|
|
| ||
Granted |
| — | — |
|
|
|
| |||
Exercised |
| ( | |
|
|
|
| |||
Canceled |
| — | — |
|
|
|
| |||
Expired |
| — | — |
|
|
|
| |||
Outstanding, June 30, 2024 |
| | $ | |
| $ | | |||
Vested and expected to vest, June 30, 2024 |
| | $ | |
| $ | | |||
Exercisable, June 30, 2024 |
| | $ | |
| $ | | |||
The aggregate intrinsic value in the table above represents the total intrinsic value based on the Company’s closing stock price of $
The total intrinsic value of options exercised during the six months ended June 30, 2024 and 2023 was as follows (in thousands):
Six Months Ended June 30, | ||||||
| 2024 |
| 2023 | |||
Intrinsic value of options exercised |
| $ | |
| $ | |
Total fair value of shares vested during the six months ended June 30, 2024, was immaterial. As of June 30, 2024, the total remaining unrecognized compensation cost related to unvested stock options was immaterial.
Nonvested restricted stock unit (“RSU”) activities during the six months ended June 30, 2024, were as follows:
Weighted | |||||
Average Grant | |||||
Shares | Date Fair Value | ||||
| (in thousands) |
| Per Share | ||
Nonvested, January 1, 2024 |
| | $ | | |
Granted |
| | | ||
Vested |
| ( | | ||
Forfeited |
| ( | | ||
Nonvested, June 30, 2024 |
| | $ | | |
The weighted average grant date fair values of RSUs granted during the six months ended June 30, 2024 and 2023 were $
22
The total fair value of RSUs vested during the six months ended June 30, 2024 and 2023 was as follows (in thousands):
Six Months Ended June 30, | ||||||
| 2024 |
| 2023 | |||
Fair value of restricted stock units vested |
| $ | |
| $ | |
As of June 30, 2024, there was $
7. INCOME TAXES
Income tax expense increased by $
The Company’s total amount of unrecognized tax benefits, excluding interest, as of June 30, 2024, was $
The valuation allowance was approximately $
The Company conducts business globally and, as a result, files numerous consolidated and separate income tax returns in the U.S. federal and various state and foreign jurisdictions. For U.S. federal and California income tax purposes, the statute of limitations currently remains open for the tax years ended 2020 to present and 2019 to present, respectively. In addition, due to net operating loss carryback claims, the tax years 2013 through 2015 may be subject to federal examination and all of the net operating loss and research and development credit carryforwards that may be utilized in future years may be subject to federal and state examination. The Company is not currently under income tax examinations in any other of its major foreign subsidiaries’ jurisdictions.
8. NET INCOME PER SHARE
23
is a reconciliation of the numerators and denominators used in computing basic and diluted net income per share (in thousands except per share amount):
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
| 2024 |
| 2023 |
| 2024 |
| 2023 | |||||
Numerator: |
|
|
|
|
|
|
|
| ||||
Net income | $ | | $ | | $ | | $ | | ||||
Denominator: |
|
|
|
|
|
|
|
| ||||
Basic weighted average shares outstanding |
| |
| |
| |
| | ||||
Effect of dilutive stock options, unvested restricted stock units, and shares of common stock expected to be issued under employee stock purchase plan |
| |
| |
| |
| | ||||
Diluted weighted average shares outstanding |
| |
| |
| |
| | ||||
Net income per share: | ||||||||||||
Basic | $ | | $ | | $ | | $ | | ||||
Diluted | $ | | $ | | $ | | $ | | ||||
The following table sets forth the potential shares of common stock that were not included in the diluted net income per share calculation above because to do so would be anti-dilutive for the periods indicated (in thousands):
Three Months Ended June 30, | Six Months Ended June 30, | |||||||
| 2024 |
| 2023 |
| 2024 |
| 2023 | |
Outstanding options |
| — | — |
| — |
| — | |
Non-vested restricted stock units |
| | |
| | | ||
Employee Stock Purchase Plan |
| — | — |
| — | — | ||
Total |
| |
| |
| | | |
9. CUSTOMER AND GEOGRAPHIC INFORMATION
Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or group, in deciding how to allocate resources and in assessing performance.
The Company’s chief operating decision maker, the chief executive officer, reviews discrete financial information presented on a consolidated basis for purposes of regularly making operating decisions, allocation of resources, and assessing financial performance. Accordingly, the Company considers itself to be in
Revenues from an individual customer that are approximately 10% or more of the Company’s consolidated total revenues are as follows:
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||
Customer |
| 2024 |
| 2023 |
| 2024 |
| 2023 |
| ||
A | | % | | % | | % | | % | |||
B | * | % | * | % | | % | * | % | |||
* represents less than 10%
24
Gross accounts receivable balances (including amounts that are unbilled) from individual customers that are approximately 10% or more of the Company’s gross accounts receivable balance are as follows:
June 30, | December 31, | |||||
Customer |
| 2024 | 2023 |
| ||
A |
| | % | | % | |
E | | % | * | % | ||
C |
| | % | * | % | |
D | * | % | | % |
* represents less than 10%
Revenues from customers by geographic area based on the location of the customers’ work sites are as follows (amounts in thousands):
Three Months Ended June 30, | ||||||||||||
2024 |
| 2023 |
| |||||||||
Percentage |
| Percentage |
| |||||||||
| Revenues |
| of Revenues |
|
| Revenues |
| of Revenues |
| |||
United States | $ | |
| | % | $ | | | % | |||
Japan | | | % | | | % | ||||||
China |
| |
| | % |
| | | % | |||
Rest of the world |
| |
| | % |
| | | % | |||
Total revenue | $ | |
| | % | $ | |
| | % | ||
Six Months Ended June 30, | ||||||||||||
2024 |
| 2023 |
| |||||||||
Percentage |
| Percentage |
| |||||||||
| Revenues |
| of Revenues |
|
| Revenues |
| of Revenues |
| |||
United States | $ | |
| | % | $ | |
| | % | ||
Japan | | | % | | | % | ||||||
China |
| |
| | % |
| |
| | % | ||
Rest of the world |
| |
| | % |
| |
| | % | ||
Total revenue | $ | |
| | % | $ | |
| | % | ||
Long-lived assets, net by geographic area are as follows (in thousands):
June 30, | December 31, | |||||
| 2024 | 2023 | ||||
United States (1) | $ | | $ | | ||
Rest of the world |
| |
| | ||
Total long-lived assets, net | $ | | $ | | ||
(1) Includes assets deployed at customer sites which could be outside the U.S.
25
10. FAIR VALUE MEASUREMENTS
Fair value is the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The multiple assumptions used to value financial instruments are referred to as inputs, and a hierarchy for inputs used in measuring fair value is established, that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources while unobservable inputs reflect a reporting entity’s pricing based upon its own market assumptions. These inputs are ranked according to a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels.
Level 1 - | Inputs are quoted prices in active markets for identical assets or liabilities. |
|
|
Level 2 - | Inputs are quoted prices for similar assets or liabilities in an active market, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable and market-corroborated inputs which are derived principally from or corroborated by observable market data. |
|
|
Level 3 - | Inputs are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable. |
The following table represents the Company’s assets measured at fair value on a recurring basis as of June 30, 2024, and December 31, 2023, and the basis for those measurements (in thousands):
Fair Value Measurements Using | ||||||||||||
Quoted | ||||||||||||
Prices in | ||||||||||||
Active | Significant | |||||||||||
Markets for | Other | |||||||||||
Identical | Observable | Significant | ||||||||||
June 30, | Assets | Inputs | Unobservable | |||||||||
Assets |
| 2024 |
| (Level 1) |
| (Level 2) |
| Inputs (Level 3) | ||||
Cash equivalents |
|
|
|
|
|
|
|
| ||||
Money market mutual funds | $ | | $ | | $ | — | $ | — | ||||
Short-term investments (available-for-sale debt securities) |
|
|
|
|
|
|
|
| ||||
U.S. Government securities (1) |
| |
| |
| — |
| — | ||||
Total | $ | | $ | | $ | — | $ | — | ||||
26
Fair Value Measurements Using | ||||||||||||
Quoted | ||||||||||||
Prices in | ||||||||||||
Active | Significant | |||||||||||
Markets for | Other | Significant | ||||||||||
Identical | Observable | Unobservable | ||||||||||
December 31, | Assets | Inputs | Inputs | |||||||||
Assets |
| 2023 |
| (Level 1) |
| (Level 2) |
| (Level 3) | ||||
Cash equivalents |
|
|
|
|
|
|
|
| ||||
Money market mutual funds | $ | | $ | | $ | — | $ | — | ||||
Short-term investments (available-for-sale debt securities) |
|
|
|
|
|
|
| |||||
U.S. Government securities (1) | |
| |
| — |
| — | |||||
Total | $ | | $ | | $ | — | $ | — | ||||
| (1) | As of June 30, 2024, and December 31, 2023, the amortized cost of the Company’s investments in U.S. Government securities approximated their fair value due to their short-term maturities, and there have been no events or changes in circumstances that would have had a significant effect on the fair value of these securities in the periods presented. For the three and six months ended June 30, 2024, there were no material realized or unrealized gains or losses, either individually or in the aggregate. |
11. COMMITMENTS AND CONTINGENCIES
Strategic Partnership with Advantest — See Note 12, Strategic Partnership Agreement with Advantest and Related Party Transactions, for the discussion about the Company’s commitments under the strategic partnership with Advantest.
Operating Leases — Refer to Note 4, Leases, for the discussion about the Company’s lease commitments.
Indemnifications — The Company generally provides a warranty to its customers that its software will perform substantially in accordance with documented specifications typically for a period of
Purchase Obligations — The Company has purchase obligations with certain suppliers for the purchase of goods and services entered into in the ordinary course of business. As of June 30, 2024, total outstanding purchase obligations were $
Indemnification of Officers and Directors — As permitted by the Delaware general corporation law, the Company has included a provision in its certificate of incorporation to eliminate the personal liability of its officers and directors for monetary damages for breach or alleged breach of their fiduciary duties as officers or directors, other than in cases of fraud or other willful misconduct.
In addition, the Bylaws of the Company provide that the Company is required to indemnify its officers and directors even when indemnification would otherwise be discretionary, and the Company is required to advance expenses to its officers and directors as incurred in connection with proceedings against them for which they may be indemnified. The Company has entered into indemnification agreements with its officers and directors containing provisions that are in some respects broader than the specific indemnification provisions contained in the Delaware general corporation law. The indemnification agreements require the Company to indemnify its
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officers and directors against liabilities that may arise by reason of their status or service as officers and directors other than for liabilities arising from willful misconduct of a culpable nature, to advance their expenses incurred as a result of any proceeding against them as to which they could be indemnified, and to obtain directors’ and officers’ insurance if available on reasonable terms. The Company has obtained directors’ and officers’ liability insurance in amounts comparable to other companies of the Company’s size and in the Company’s industry. Since a maximum obligation of the Company is not explicitly stated in the Company’s Bylaws or in its indemnification agreements and will depend on the facts and circumstances that arise out of any future claims, the overall maximum amount of the obligations cannot be reasonably estimated.
Legal Proceedings — From time to time, the Company is subject to various claims and legal proceedings that arise in the ordinary course of business. The Company accrues for losses related to litigation when a potential loss is probable, and the loss can be reasonably estimated in accordance with FASB requirements. As of June 30, 2024, the Company was not party to any material legal proceedings for which a loss was probable or an amount was accrued. From time to time, the Company may enter into contingent fee arrangements with external legal firms that may represent the Company in legal proceedings related to disputes. Contingent legal fees are accrued by the Company when they are probable and reasonably estimable.
On May 6, 2020, the Company initiated an arbitration proceeding with the Hong Kong International Arbitration Center against SMIC New Technology Research & Development (Shanghai) Corporation (“SMIC”) due to SMIC’s failure to pay fees due to the Company under a series of contracts. The Company seeks to recover the unpaid fees, a declaration requiring SMIC to pay fees under the contracts in the future (or a lump sum payment to end the contract), and costs associated with bringing the arbitration proceeding. SMIC denies liability and an arbitration hearing was held in February 2023. Final written submissions were submitted by the parties at the end of August 2023 and the parties submitted answers to the Tribunal’s final questions on August 2, 2024. A decision is expected this year.
12. STRATEGIC PARTNERSHIP AGREEMENT WITH ADVANTEST AND RELATED PARTY TRANSACTIONS
In July 2020, the Company entered into a long-term strategic partnership with Advantest Corporation through its wholly-owned subsidiary, Advantest America, Inc. (collectively referred to herein as “Advantest”), which includes: (i) a Securities Purchase Agreement wherein the Company issued and sold to Advantest America, Inc., an aggregate of
Analytics revenue recognized from Advantest was $
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
The following discussion of our financial condition and results of operations contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical fact may be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “could,” “projected,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “target” or “continue,” the negative effect of terms like these or other similar expressions. These statements include, but are not limited to, statements concerning: expectations about the effectiveness of our business and technology strategies; expectations regarding global economic trends; the impact of rising global inflation and increased interest rates, expectations regarding recent and future acquisitions; current semiconductor industry trends; expectations of continued adoption of our solutions by new and existing customers; project milestones or delays and performance criteria achieved; cost and schedule of new product development; the provision of technology and services prior to the execution of a final contract; the continuing impact of macroeconomic conditions and other trends on the semiconductor industry and our operations or supply and demand for our products; supply chain disruptions; the success of the Company’s strategic growth opportunities and partnerships; the Company’s ability to successfully integrate acquired businesses and technologies; whether the Company can successfully convert backlog into revenue; customers’ production volumes under contracts that provide Gainshare; possible impacts from the evolving trade regulatory environment and geopolitical tensions; our assessment of the sufficiency of our cash resources and anticipated funds from operations; our ability to obtain additional financing if needed and our ability to use support and updates for certain open-source software. These forward-looking statements are only predictions. Forward-looking statements are based on current expectations and projections about future events and are inherently subject to a variety of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those anticipated or projected. All forward-looking statements and other information included in this document are based on information available to us on the date of filing and we further caution investors that our business and financial performance are subject to substantial risks and uncertainties. We assume no obligation to update publicly any such forward-looking statements. In evaluating these statements, you should specifically consider various factors, including the risk factors set forth in Item 1. “Business” and Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission (“SEC”) on February 27, 2024. All references to “we,” “us,” “our,” “PDF,” “PDF Solutions” or “the Company” refer to PDF Solutions, Inc.
Cimetrix, CV, DFI, Exensio, PDF Solutions, and the PDF Solutions, Exensio, and Cimetrix logos are trademarks or registered trademarks of PDF Solutions, Inc. or its subsidiaries.
Overview
We offer products and services designed to empower organizations across the semiconductor and electronics ecosystems to connect, collect, manage, and analyze data about design, equipment, manufacturing, and test to improve the yield and quality of their products. We derive revenues from two sources: Analytics and Integrated Yield Ramp. Our offerings combine proprietary software, professional services using proven methodologies and third-party cloud-hosting platforms for software-as-a-service (“SaaS”), electrical measurement hardware tools, and physical intellectual property (“IP”) for integrated circuit (“IC”) designs. We primarily monetize our offerings through license fees and contract fees for professional services and SaaS. In some cases, especially on our historical Integrated Yield Ramp engagements, we also receive a value-based variable fee or royalty, which we call Gainshare. Our products, services, and solutions have been sold to integrated device manufacturers (“IDMs”), fabless semiconductor companies, foundries, out-sourced semiconductor assembly and test (“OSATs”), capital equipment manufacturers and system houses.
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We are headquartered in Santa Clara, California and also operate worldwide with offices in Canada, China, France, Germany, Italy, Japan, Korea, and Taiwan.
Industry Trends
Certain trends may affect our Analytics revenue specifically. In particular, the confluence of Industry 4.0 (i.e. the fourth industrial revolution, or the automation and data exchange in manufacturing technologies and processes) and cloud computing (i.e. the on-demand availability of computing resources and data storage without direct active management by the user) is driving increased innovation in semiconductor and electronics manufacturing and analytics, as well as in the organization of information technology (“IT”) networks and computing at semiconductor and electronics companies across the ecosystem. First, the ubiquity of wireless connectivity and sensor technology enables any manufacturing company to augment its factories and visualize its entire production line. In parallel, the cost per terabyte of data storage has generally decreased over time. The combination of these two trends means that more data is collected and stored than ever before. Further, semiconductor companies are striving to analyze these very large data sets in real-time to make rapid decisions that measurably improve manufacturing efficiency and quality. In parallel, the traditional practice of on-site data storage, even for highly sensitive data, is changing. The ability to cost-effectively and securely store, analyze, and retrieve massive quantities of data from the cloud versus on-premise enables data to be utilized across a much broader population of users, frequently resulting in greater demands on analytics programs. The combination of these latter two trends means that cloud-based, analytic programs that effectively manage identity management, physical security, and data protection are increasingly in demand for insights and efficiencies across the organizations of these companies. We believe that all these trends will continue for the next few years, and the challenges involved in adopting Industry 4.0 and secure cloud computing will create opportunities for our combination of advanced analytics capabilities, proven and established supporting infrastructure, and professional services to configure our products to meet customers’ specialized needs.
Other trends may continue to affect our Characterization services business and Integrated Yield Ramp revenue specifically. For example, semiconductor manufacturers may experience lower wafer shipments due to weakness in the global economy, which would negatively impact the gainshare component of our Integrated Yield Ramp revenue. The logic foundry market at the leading-edge nodes, such as 7nm, 5nm, and smaller, underwent significant change over the past few years. The leading foundry continues to dominate market share. This trend will likely continue to impact our Characterization services business on these nodes. We expect most logic foundries to invest in derivatives of older process nodes, such as 28nm and 14nm, to extract additional value as many of their customers will not move to advanced nodes due to either technological barriers or restrictive economics. Foundries that participate at leading edge nodes are expected to continue to invest in new technologies such as memory, packaging, and multi-patterned and extreme ultraviolet lithography, as well as new innovations in process control and variability management. We expect China’s investment in semiconductors to continue. Compliance with changing U.S. export restrictions limit our possible business with Chinese semiconductor manufacturers on advanced nodes. As a result of these market developments, we have chosen to focus our resources and investments in products, services, and solutions for analytics.
There are other global or business trends that may affect our business opportunities generally as follows:
| ● | Macroeconomy, inventories, and demand. The worldwide economic performance is uneven, and the possibility of a recession persists. Inventories of semiconductor devices remain elevated in some instances. The strength of demand for semiconductor products has varied by region and product segment. For example, demand for graphical processing unit products is strong, while demand for smart phones remains weak. With high inventories and soft demand, semiconductor fab utilization rates are also low and semiconductor capital equipment orders have been impacted for some vendors and market segments. As a result of these trends, customers are being cautious with their spend and some purchase cycles are lengthening and other purchase decisions are being delayed, particularly with respect to larger deals. |
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| ● | Changing export controls and sanctions. The U.S. government continues to expand and intensify export controls and sanctions, with a major focus on the destinations of and/or entities in the People’s Republic of China (“P.R.C.”), Russian Federation, and Belarus. After an internal evaluation, we determined that a large percentage of our software products are not of U.S. origin and not subject to the U.S. Export Administration Regulations. Our standard operations include development, distribution processes, software download sites, and professional service centers and processes located in various geographies around the world to better serve our customers. Some customers in the P.R.C., in particular, have nonetheless expressed concerns to us that continued action by the U.S. government could potentially interrupt their ability to make use of our products or services, which has in some cases, and could in the future, negatively impact the demand for our products and services by these customers. Over the last two years, the U.S. government has issued a series of rules and guidance, with significant relevance to the P.R.C. market, adding novel and complex export control restrictions, clarifications and corrections, and requests for further public comment. Current U.S. government regulatory agendas indicate that several additional rules are now in development to further control certain items, restrict U.S. person activity, and revise previously issued regulations. For example, on July 29, 2024, the U.S. government officially published three sets of proposed regulations that would add restrictions on U.S. items for certain end-uses and end-users. The proposals would also separately add restrictions on U.S. person activity, such as help for or transactional activity with such end-uses or end-users. This would relate to development, production, or service of military items, law enforcement and internal security, or intelligence services of certain countries. The proposal gives the example of U.S. person assistance to develop a high-end integrated circuit sought by the military. The proposed regulations are complicated, would reach into commercial supply chains, and would be challenging to interpret. U.S. government policy and regulation remain fluid and uncertain, and could in the future impact segments of our business. Other countries and jurisdictions with important roles in our industry are updating some of their export control regulations to further align with those of the U.S. government and, in some cases, to counter U.S. regulations. For example, the P.R.C. has imposed restrictions on imports of certain memory ICs offered by U.S. companies and has been developing its legal authorities to counter foreign sanctions. On April 12, 2024, the U.S. government renewed its caution that visitors to the P.R.C. are subject to arbitrary enforcement of local laws and wrongful detention, a risk that could deter or hinder certain business activities. Based on our current assessments, we expect the near-term impact of these expanded trade restrictions on our business to be limited, but revisions, clarifications, and proposals that are still in government development and open questions of interpretation leave much unknown. A change of political parties in the U.S. Presidential Administration in January 2025, could accelerate international trade restrictions, increase tariffs, and expand trade tensions, which could negatively impact our future sales. We will continue to monitor for any further trade restrictions, other regulatory or policy changes by the U.S. or foreign governments and any actions in response. The uncertainty caused by these recent regulations and the potential for additional future restrictions could negatively affect our future sales in the P.R.C. market. |
| ● | Investments in semiconductor manufacturing. In 2022, the U.S. Congress passed into law funding programs from the bipartisan CHIPS and Science Act of 2022 (the “CHIPS Act”), authorizing the Department of Commerce, Department of Defense, and Department of State to develop onshore domestic manufacturing of semiconductors considered critical to U.S. competitiveness and national security. It is expected that U.S. semiconductor companies, especially manufacturers, will increase spending as a result of receiving funds under these programs. Recipients of funding under such programs may be required to agree to separate restrictions on certain commercial activity in the P.R.C., where we currently commercially operate. If our customers engage us for projects funded by these programs, we will evaluate all restrictions, and their impact on our existing business, before entering into any contracts associated with these programs. Similarly, the National Defense Authorization Act for Fiscal Year 2024 requires the U.S. Department of Defense to develop acquisition regulations controlling contracting with certain types of companies that perform consulting services for certain types of P.R.C. entities. We will monitor the topic to assess whether the future regulations have any relevance to our business. |
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| ● | Geopolitical tensions/conflicts. Geopolitical tensions and conflicts in various locations around the world continue to increase, including on the issue of Taiwan in Asia, Ukraine and Russia, and between Israel and Hamas and Iran. These current situations have created volatility in the global financial markets and may have further global economic consequences, including potential disruptions of the global supply chain and heightened volatility of commodity and raw material prices. This has increased fears of a global recession. We have contractors located in the West Bank and in Israel, who are providing software development and customer technical support services, and we have developed contingency plans to use alternative resources to continue serving customers, if needed. Any escalations could lead to disruptions or reductions in international trade, deter or prevent purchasing activity of customers, and negatively impact our development timelines and customer support (with respect to the Israel-Hamas conflict) or China sales (with respect to U.S.-P.R.C. tensions) and financial results in general (with respect to global tensions). |
Financial Highlights
Financial highlights for the three months ended June 30, 2024, are as follows:
| ● | Total revenues were $41.7 million, an increase of $0.1 million, which was relatively flat compared to the three months ended June 30, 2023. Analytics revenue was $38.1 million, an increase of $1.0 million, or 3%, compared to the three months ended June 30, 2023. The increase in Analytics revenue was driven by increases in revenues from Exensio and Cimetrix software licenses, partially offset by a decrease in revenues from DFI and CV systems. Integrated Yield Ramp revenue was $3.5 million, a decrease of $0.9 million, or 21%, compared to the three months ended June 30, 2023. The decrease in Integrated Yield Ramp revenue was primarily due to lower Gainshare from decreased customer wafer shipments at non-leading-edge nodes, partially offset by an increase in hours worked on fixed-fees engagements. |
| ● | Costs of revenues decreased $0.1 million, compared to the three months ended June 30, 2023, primarily due to decreases in hardware costs and facilities and IT-related costs including depreciation. These decreases were partially offset by increases in personnel-related costs and third-party cloud-delivery costs. |
| ● | Net income was $1.7 million, compared to a net income of $6.8 million for the three months ended June 30, 2023. The decrease in net income was primarily attributable to increases in (i) income tax expense, (ii) sales and marketing activities, and general and administrative expenses, which were primarily related to increases in general legal expenses, and personnel-related costs, partially offset by decreases in third-party cloud-services costs, business acquisition costs and fees related to the arbitration proceeding over a disputed customer contract, and (iii) research and development expenses, partially offset by an increase in interest income. |
Financial highlights for the six months ended June 30, 2024, are as follows:
| ● | Total revenues were $83.0 million, an increase of $0.6 million, or 1%, compared to the six months ended June 30, 2023. Analytics revenue was $76.6 million, an increase of $3.1 million, or 4%, compared to the six months ended June 30, 2023. The increase in Analytics revenue was driven by increases in revenues from Exensio and Cimetrix software licenses, partially offset by a decrease in revenues from DFI and CV systems. Integrated Yield Ramp revenue was $6.4 million, a decrease of $2.5 million, or 28%, compared to the six months ended June 30, 2023. The decrease in Integrated Yield Ramp revenue was primarily due to lower Gainshare from decreased customer wafer shipments at non-leading-edge nodes and hours worked on fixed-fees engagements. |
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| ● | Costs of revenues increased $1.5 million, compared to the six months ended June 30, 2023, primarily due to increases in hardware costs, third-party cloud-delivery costs, and subcontractor costs. These increases were partially offset by a decrease in facilities and IT-related costs, including depreciation expense. |
| ● | Net income was $1.3 million, compared to net income of $7.2 million for the six months ended June 30, 2023. The decrease in net income was primarily attributable to increases in (i) income tax expense, (ii) sales and marketing activities and general and administrative expenses, which were primarily related to increases in personnel-related costs and general legal expenses, partially offset by decreases in legal fees related to the arbitration proceeding over a disputed customer contract and business acquisition costs, (iii) costs of revenues, and (iv) research and development expenses, partially offset by increases in (a) total revenues, (b) interest income, and (c) net favorable fluctuations in foreign currency exchange rates. |
| ● | Cash, cash equivalents, and short-term investments as of June 30, 2024, were $117.9 million, compared to $135.5 million as of December 31, 2023, a decrease of $17.6 million, primarily due to payments of accrued bonuses, payments to vendors and for income taxes, purchases of property and equipment, repurchases of common stock, and payments of taxes related to net share settlement of equity awards, partially offset by cash collection from customers, proceeds from purchases under our employee stock purchase plan and exercise of stock options, and interest income from cash, cash equivalents and short-term investments. |
Critical Accounting Estimates
See Note 1, Basis of Presentation and Summary of Significant Accounting Policies, to our unaudited condensed consolidated financial statements in this Quarterly Report on Form 10-Q and the Notes to Consolidated Financial Statements in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2023, for the description of our significant accounting policies, estimates and methods used in the preparation of our condensed consolidated financial statements.
There were no material changes during the three and six months ended June 30, 2024, to the items that we disclosed as our critical accounting policies and estimates in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 27, 2024.
The following is a brief discussion of the more significant accounting policies and methods that we use.
General
Our discussion and analysis of our financial conditions, results of operations and cash flows are based on our condensed consolidated financial statements, which have been prepared in conformity with accounting principles generally accepted in the United States of America. Our preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. The most significant estimates and assumptions relate to revenue recognition, valuation of long-lived assets including goodwill and intangible assets, stock-based compensation and the realization of deferred tax assets (“DTAs”). Actual amounts may differ from such estimates under different assumptions or conditions.
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Revenue Recognition
We derive revenue from two sources: Analytics and Integrated Yield Ramp.
Analytics Revenue
Analytics revenue is derived from the following primary offerings: licenses and services for standalone Software (which consists primarily of Exensio and Cimetrix products), SaaS (which consists primarily of Exensio products), and DFI and CV systems (including Characterization services) that do not include performance incentives based on customers’ yield achievement.
Revenue from standalone software is recognized depending on whether the license is perpetual or time-based. Perpetual (one-time charge) license software is recognized at the time of the inception of the arrangement when control transfers to the customers, if the software license is distinct from the services offered by us. Revenue from post-contract support is recognized over the contract term on a straight-line basis, because we are providing (i) support and (ii) unspecified software updates on a when-and-if available basis over the contract term. Revenue from time-based-licensed software is allocated to each performance obligation and is recognized either at a point in time or over time as follows. The license component is recognized at the time when control transfers to customers, with the post-contract support component recognized ratably over the committed term of the contract. For contracts with any combination of licenses, support, and other services, distinct performance obligations are accounted for separately. For contracts with multiple performance obligations, we allocate the transaction price of the contract to each performance obligation on a relative basis using the standalone selling price (“SSP”) attributed to each performance obligation.
Revenue from SaaS arrangements, which allow for the use of a cloud-based software product or service over a contractually determined period of time without the customer having to take possession of the software, is accounted for as subscriptions and is recognized as revenue ratably, on a straight-line basis, over the subscription period beginning on the date the service is first made available to customers. For contracts with any combination of SaaS and related services, distinct performance obligations are accounted for separately. For contracts with multiple performance obligations, the Company allocates the transaction price of the contract to each performance obligation on a relative basis using the SSP attributed to each performance obligation.
Revenue from DFI systems and CV systems (including Characterization services) that do not include performance incentives based on customers’ yield achievement is recognized primarily as services are performed. Where there are distinct performance obligations, we allocate revenue to all deliverables based on their SSPs. For these contracts with multiple performance obligations, we allocate the transaction price of the contract to each performance obligation on a relative basis using the SSP attributed to each performance obligation. Where there are not discrete performance obligations, historically, revenue is primarily recognized as services are performed using a percentage of completion method based on costs or labor-hours inputs, whichever is the most appropriate measure of the progress towards completion of the contract. The estimation of percentage of completion method is complex and subject to many variables that require significant judgment.
The Company also leases some of its DFI system and CV system assets to some customers. The Company determines the existence of a lease when the customer controls the use of these identified assets for a period of time defined in the lease agreement and classifies such leases as operating leases or sales-type leases. A lease is classified as a sales-type lease if it meets certain criteria under ASC Topic 842, Leases; otherwise it is classified as an operating lease. Operating lease revenue is recognized on a straight-line basis over the lease term. Sales-type lease revenue and corresponding lease receivables are recognized at lease commencement based on the present value of the future lease payments, and related interest income on lease receivable is recognized over the lease term and are recorded under Analytics revenue in the accompanying condensed consolidated statements of comprehensive income. Payments under sales-type leases are discounted using the interest rate implicit in the
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lease. When the Company’s leases are embedded in contracts with customers that include non-lease performance obligations, the Company allocates consideration in the contract between lease and non-lease components based on their relative SSPs. Assets subject to operating leases remain in property and equipment and continue to be depreciated. Assets subject to sales-type leases are derecognized from property and equipment, net at lease commencement and a net investment in the lease asset is recognized in prepaid expenses and other current assets and other non-current assets in the accompanying condensed consolidated balance sheets.
Integrated Yield Ramp Revenue
Integrated Yield Ramp revenue is derived from our fixed-fee engagements that include performance incentives based on customers’ yield achievement (which consists primarily of Gainshare royalties) typically based on customers’ wafer shipments, pertaining to these fixed-fee contracts, which royalties are variable.
Revenue under these project-based contracts, which are delivered over a specific period of time typically for a fixed fee component paid on a set schedule, is recognized as services are performed using a percentage of completion method based on costs or labor-hours inputs, whichever is the most appropriate measure of the progress towards completion of the contract. Where there are distinct performance obligations, we allocate revenue to all deliverables based on their SSPs and allocate the transaction price of the contract to each performance obligation on a relative basis using the SSP. Similar to the services provided in connection with DFI systems and CV systems that are contributing to Analytics revenue, due to the nature of the work performed in these arrangements, the estimation of percentage of completion method is complex and subject to many variables that require significant judgment.
The Gainshare contained in Integrated Yield Ramp contracts is a variable fee related to continued usage of our IP after the fixed-fee service period ends, based on a customer’s yield achievement. Revenue derived from Gainshare is contingent upon our customers reaching certain defined production yield levels. Gainshare periods are generally subsequent to the delivery of all contractual services and performance obligations. We record Gainshare as a usage-based royalty derived from customers’ usage of intellectual property and records it in the same period in which the usage occurs.
Significant Judgments
Judgments and estimates are required under Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers, and its related amendments (collectively known as “ASC 606”). Due to the complexity of certain contracts, the actual revenue recognition treatment required under ASC 606 for the Company’s arrangements may be dependent on contract-specific terms and may vary in some instances.
For revenue under project-based contracts for fixed-price services, revenue is recognized as services are performed using a percentage-of-completion method based on costs or labor-hours input method, whichever is the most appropriate measure of the progress towards completion of the contract. Due to the nature of the work performed in these arrangements, the estimation of percentage of completion method is complex, subject to many variables and requires significant judgment. Key factors reviewed by the Company to estimate costs to complete each contract are future labor and product costs and expected productivity efficiencies. If circumstances arise that change the original estimates of revenues, costs, or extent of progress toward completion, revisions to the estimates are made. These revisions may result in increases or decreases in estimated revenues or costs, and such revisions are reflected in revenue on a cumulative catch-up basis in the period in which the circumstances that gave rise to the revision become known.
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The Company’s contracts with customers often include promises to transfer products, software licenses and provide services, including professional services, technical support services, and rights to unspecified updates to a customer. Determining whether licenses and services are distinct performance obligations that should be accounted for separately, or not distinct and thus accounted for together, requires significant judgment. The Company rarely licenses software on a standalone basis, so the Company is required to estimate the range of SSPs for each performance obligation. In instances where the SSP is not directly observable because the Company does not license the software or sell the service separately, the Company determines the SSP using information that may include market conditions and other observable inputs.
The Company is required to record Gainshare revenue in the same period in which the usage occurs. Because the Company generally does not receive the acknowledgment reports from its customers during a given quarter within the time frame necessary to adequately review the reports and include the actual amounts in quarterly results for such quarter, the Company accrues the related revenue based on estimates of customers underlying sales achievement. The Company’s estimation process can be based on historical data, trends, seasonality, changes in the contract rate, knowledge of the changes in the industry and changes in the customer’s manufacturing environment learned through discussions with customers and sales personnel. As a result of accruing revenue for the quarter based on such estimates, adjustments will be required in the following quarter to true-up revenue to the actual amounts reported.
Income Taxes
We are required to assess whether it is “more-likely-than-not” that we will realize our DTAs. If we believe that they are not likely to be fully realizable before the expiration dates applicable to such assets, then to the extent we believe that recovery is not likely, we must establish a valuation allowance. Based on all available evidence, both positive and negative, we determined a full valuation allowance was still appropriate for our U.S. federal and state net DTAs, primarily driven by a cumulative loss incurred over the 12-quarter period ended June 30, 2024, and the likelihood that we may not utilize tax attributes before they expire. The valuation allowance was approximately $64.2 million as of June 30, 2024, and December 31, 2023. We will continue to evaluate the need for a valuation allowance and may change our conclusion in a future period based on changes in facts (e.g., 12-quarter cumulative profit, significant new revenue, etc.). If we conclude that we are more-likely-than-not to utilize some or all of our U.S. DTAs, we will release some or all of our valuation allowance and our tax provision will decrease in the period in which we make such determination.
We evaluate our DTAs for realizability considering both positive and negative evidence, including our historical financial performance, projections of future taxable income, future reversals of existing taxable temporary differences, tax planning strategies and any carryback availability. In evaluating the need for a valuation allowance, we estimate future taxable income based on management approved business plans. This process involves significant management judgment about assumptions that are subject to change from period to period based on changes in tax laws or variances between future projected operating performance and actual results. Changes in the net DTAs, less offsetting valuation allowance, in a period are recorded through the income tax provision and could have a material impact on the condensed consolidated statements of comprehensive income (loss).
Our income tax calculations are based on the application of applicable U.S. federal, state, and/or foreign tax law. Our tax filings, however, are subject to audit by the respective tax authorities. Accordingly, we recognize tax liabilities based upon our estimate of whether, and the extent to which, additional taxes will be due when such estimates are more-likely-than-not to be sustained. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. To the extent the final tax liabilities are different than the amounts originally accrued, the increases or decreases are recorded as income tax expense or benefit in the condensed consolidated statements of comprehensive income (loss). As of June 30, 2024, no deferred taxes have been provided on undistributed earnings from our international subsidiaries. We intend to reinvest the earnings of
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our non-U.S. subsidiaries in those operations indefinitely. As such, we have not provided for any foreign withholding taxes on the earnings of foreign subsidiaries as of June 30, 2024. The earnings of our foreign subsidiaries are taxable in the U.S. in the year earned under the Global Intangible Low-Taxed Income rules implemented under 2017 Tax Cuts and Jobs Act.
The CHIPS Act was signed into U.S. law on August 9, 2022. The CHIPS Act is intended to increase domestic competitiveness in semiconductor manufacturing capacity, increase research and development in computing, artificial intelligence, clean energy, and nanotechnology through federal government programs and incentives over the next ten years. The CHIPS Act includes an advanced manufacturing tax credit equal to 25% of qualified investments in property purchased for an advanced manufacturing facility. We have begun to see some benefit from the CHIPS Act to our business, but the extent of future benefit is still unknown.
Stock-Based Compensation
We account for stock-based compensation using the fair value method, which requires us to measure stock-based compensation based on the grant-date fair value of the awards and recognize the compensation expense over the requisite service period. As stock-based compensation expense recognized is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.
The fair value of our restricted stock units is equal to the market value of our common stock on the date of the grant. These awards are subject to time-based vesting which generally occurs over a period of four years.
The fair value of our stock options and purchase rights granted under employee stock purchase plan is estimated using the Black-Scholes-Merton option-pricing model, which incorporates various assumptions including volatility, expected life and interest rates. The expected volatility is based on the historical volatility of our common stock over the most recent period commensurate with the estimated expected life of our stock options and purchase rights granted under employee stock purchase plan. The expected life is based on historical experience and on the terms and conditions of the options granted and purchase rights granted under employee stock purchase plan. The interest rate assumption is based upon observed Treasury yield curve rates appropriate for the expected life of our stock options and purchase rights granted under employee stock purchase plan.
Valuation of Long-lived Assets including Goodwill and Intangible Assets
We record goodwill when the purchase consideration of an acquisition exceeds the fair value of the net tangible and identified intangible assets as of the date of acquisition. We have one operating segment and one operating unit. We perform an annual impairment assessment of goodwill during the fourth quarter of each calendar year or more frequently, if required, to determine if any events or circumstances exist, such as an adverse change in business climate or a decline in the overall industry demand, that would indicate that it would more likely than not reduce the fair value of a reporting unit below its carrying amount, including goodwill. If events or circumstances do not indicate that the fair value of a reporting unit is below its carrying amount, then goodwill is not considered to be impaired and no further testing is required. If the carrying amount exceeds its fair value, an impairment loss would be recognized equal to the amount of excess, limited to the amount of total goodwill. There was no impairment of goodwill for the three and six months ended June 30, 2024 and 2023.
Our long-lived assets, excluding goodwill, consist of property, equipment, intangible assets and unguaranteed residual assets under net investments in sales-type leases. We periodically review our long-lived assets for impairment. For assets to be held and used, we initiate our review whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset group may not be recoverable. Recoverability of an asset group is measured by comparison of its carrying amount to the expected future undiscounted cash flows that the asset group is expected to generate. If it is determined that an asset group is not recoverable, an impairment loss is
37
recorded in the amount by which the carrying amount of the asset group exceeds its fair value. There was no impairment of long-lived assets for the three and six months ended June 30, 2024 and 2023.
Recent Accounting Pronouncements and Accounting Changes
See Note 1, Basis of Presentation and Summary of Significant Accounting Policies, to our unaudited condensed consolidated financial statements in this Quarterly Report on Form 10-Q, for a description of recent accounting pronouncements and accounting changes, including the expected dates of adoption and estimated effects, if any, on our condensed consolidated financial statements.
Results of Operations
Discussion of Financial Data for the Three and Six Months ended June 30, 2024 and 2023
Revenues, Costs of Revenues, and Gross Margin
Three Months Ended | Six Months Ended | ||||||||||||||||||||||
June 30, | Change | June 30, | Change | ||||||||||||||||||||
(Dollars in thousands) | 2024 |
| 2023 |
| $ |
| % |
|
| 2024 |
| 2023 |
| $ |
| % |
| ||||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Analytics | $ | 38,114 | $ | 37,134 | $ | 980 |
| 3 | % | $ | 76,577 | $ | 73,460 | $ | 3,117 |
| 4 | % | |||||
Integrated Yield Ramp |
| 3,547 |
| 4,467 |
| (920) |
| (21) | % |
| 6,394 |
| 8,900 |
| (2,506) |
| (28) | % | |||||
Total revenues | 41,661 | 41,601 | 60 |
| <1 | % | 82,971 | 82,360 | 611 |
| 1 | % | |||||||||||
Costs of revenues |
| 12,230 |
| 12,369 |
| (139) |
| (1) | % |
| 25,759 |
| 24,273 |
| 1,486 |
| 6 | % | |||||
Gross profit | $ | 29,431 | $ | 29,232 | $ | 199 |
| 1 | % | $ | 57,212 | $ | 58,087 | $ | (875) |
| (2) | % | |||||
Gross margin |
| 71 | % |
| 70 | % |
|
|
|
| 69 | % |
| 71 | % |
|
|
| |||||
|
| ||||||||||||||||||||||
Analytics revenue as a percentage of total revenues |
| 91 | % |
| 89 | % |
|
|
|
|
| 92 | % |
| 89 | % |
|
|
|
| |||
Integrated Yield Ramp revenue as a percentage of total revenues |
| 9 | % |
| 11 | % |
|
|
|
|
| 8 | % |
| 11 | % |
|
|
|
| |||
Analytics Revenue
Analytics revenue increased $1.0 million for the three months ended June 30, 2024, compared to the three months ended June 30, 2023. The increase in Analytics revenue was driven by increases in revenues from Exensio and Cimetrix software licenses, partially offset by decreases in revenues from DFI and CV systems.
Analytics revenue increased $3.1 million for the six months ended June 30, 2024, compared to the six months ended June 30, 2023. The increase in Analytics revenue was driven by increases in revenues from Exensio and Cimetrix software licenses, partially offset by decreases in revenues from DFI and CV systems.
Integrated Yield Ramp Revenue
Integrated Yield Ramp revenue decreased $0.9 million for the three months ended June 30, 2024, compared to the three months ended June 30, 2023, primarily due to a decrease in Gainshare from decreased customer wafer shipments at non-leading-edge nodes, partially offset by an increase in hours worked on fixed-fees engagements.
Integrated Yield Ramp revenue decreased $2.5 million for the six months ended June 30, 2024, compared to the six months ended June 30, 2023, primarily due to decreases in Gainshare from decreased customer wafer shipments at non-leading-edge nodes and hours worked on fixed-fees engagements.
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Our Integrated Yield Ramp revenue may continue to fluctuate from period to period primarily due to the contribution of Gainshare, which is dependent on many factors that are outside our control, including among others, continued production of ICs by our customers at facilities at which we generate Gainshare, sustained yield improvements by our customers, and whether we enter into new contracts containing Gainshare.
Our Analytics and Integrated Yield Ramp revenues may also fluctuate in the future and are dependent on a number of factors, including the semiconductor industry’s continued acceptance of our products, services and solutions, the timing of purchases by existing and new customers, cancellations by existing customers, and our ability to attract new customers and penetrate new markets, supply chain challenges and further penetration of our current customer base. Fluctuations in future results may also occur if any of our significant customers renegotiate pre-existing contractual commitments, including due to adverse changes in their own business.
Costs of Revenues
Costs of revenues consist primarily of costs incurred to provide and support our services, costs recognized in connection with licensing our software, IT and facilities-related costs and amortization of acquired technology. Service costs include material costs, hardware costs (including cost of leased assets under sales-type lease), personnel-related costs (including compensation, employee benefits, bonus and stock-based compensation expense), subcontractor costs, overhead costs, travel expenses, and allocated facilities-related costs. Software license costs consist of costs associated with third-party cloud-delivery related expenses and licensing third-party software used by us in providing services to our customers in solution engagements or sold in conjunction with our software products.
The decrease in costs of revenues of $0.1 million for the three months ended June 30, 2024, compared to the three months ended June 30, 2023, was primarily due to (i) a $0.3 million decrease in hardware costs and (ii) a $0.2 million decrease in facilities and IT-related costs including depreciation expense. These decreases were partially offset by (a) a $0.2 million increase in personnel-related costs due to higher stock-based compensation expenses, increased headcount, and worldwide salary increases, partially offset by lower bonus expense, and (b) a $0.1 million increase in third-party cloud-delivery costs.
The increase in costs of revenues of $1.5 million for the six months ended June 30, 2024, compared to the six months ended June 30, 2023, was primarily due to (i) a $1.4 million increase in hardware costs, (ii) a $0.2 million increase in third-party cloud-delivery costs and (iii) a $0.2 million increase in subcontractor costs. These increases were partially offset by a $0.3 million decrease in facilities and IT-related costs including depreciation expense.
Gross Margin
Gross margin increased one percentage point for the three months ended June 30, 2024, to 71%, compared to 70% for the three months ended June 30, 2023. The higher gross margin during the three months ended June 30, 2024, was primarily due to lower cost of revenues.
Gross margin decreased two percentage points for the six months ended June 30, 2024, to 69%, compared to 71% for the six months ended June 30, 2023. The lower gross margin during the six months ended June 30, 2024, was primarily due to lower Integrated Yield Ramp revenue and higher cost of revenues for the six months ended June 30, 2024.
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Operating Expenses:
Research and Development
Three Months Ended | Six Months Ended | |||||||||||||||||||||||
June 30, | Change | June 30, | Change | |||||||||||||||||||||
(Dollars in thousands) |
| 2024 |
| 2023 |
| $ | % |
|
| 2024 |
| 2023 |
| $ | % |
| ||||||||
Research and development | $ | 12,649 | $ | 12,264 | $ | 385 |
| 3 | % | $ | 25,633 | $ | 25,315 | $ | 318 |
| 1 | % | ||||||
As a percentage of total revenues |
| 30 | % |
| 29 | % |
|
|
|
|
| 31 | % |
| 31 | % |
|
|
|
| ||||
Research and development expenses consist primarily of personnel-related costs (including compensation, employee benefits, bonus, and stock-based compensation expense), outside development services, travel expenses, third-party cloud-services related costs, IT and facilities cost allocations to support product development activities.
Research and development expenses increased $0.4 million for the three months ended June 30, 2024, compared to the three months ended June 30, 2023, primarily due to (i) a $0.3 million increase in personnel-related costs mostly resulting from higher stock-based compensation expenses, higher other compensation expenses (including employee benefit costs), increased headcount, and worldwide salary increases, partially offset by lower bonus expense, and (ii) a $0.1 million increase in travel expenses.
Research and development expenses increased $0.3 million for the six months ended June 30, 2024, compared to the six months ended June 30, 2023, primarily due to (i) a $0.6 million increase in personnel-related costs mostly resulting from higher stock-based compensation expenses, higher other compensation expenses (including employee benefit costs), increased headcount, and worldwide salary increases, partially offset by lower bonus expense, and (ii) a $0.2 million increase in third-party cloud-services costs, partially offset by (a) a $0.3 million decrease in subcontractor fees primarily related to DFI systems and (b) a $0.2 million decrease in facilities and IT-related costs including depreciation expense.
We anticipate our expenses in research and development will fluctuate in absolute dollars from period to period as a result of the size and the timing of product development projects.
Selling, General, and Administrative
Three Months Ended | Six Months Ended | |||||||||||||||||||||||
June 30, | Change | June 30, | Change | |||||||||||||||||||||
(Dollars in thousands) |
| 2024 |
| 2023 |
| $ | % |
|
| 2024 |
| 2023 |
| $ | % |
| ||||||||
Selling, general, and administrative | $ | 16,259 | $ | 14,766 | $ | 1,493 |
| 10 | % | $ | 32,757 | $ | 30,411 | $ | 2,346 |
| 8 | % | ||||||
As a percentage of total revenues |
| 39 | % |
| 35 | % |
|
|
|
|
| 39 | % |
| 37 | % |
|
|
|
| ||||
Selling, general, and administrative expenses consist primarily of personnel-related costs (including compensation, employee benefits, bonus, commission and stock-based compensation expense for sales, marketing, and general and administrative personnel), legal, tax and accounting services, marketing communications and trade conference-related expenses, third-party cloud-services related costs, travel, business acquisition costs, IT, and facilities cost allocations.
Selling, general, and administrative expenses increased $1.5 million for the three months ended June 30, 2024, compared to the three months ended June 30, 2023, primarily due to (i) a $0.9 million increase in legal expenses (excluding arbitration-related expenses) and (ii) a $0.9 million increase in personnel-related costs mainly resulting from higher stock-based compensation expenses, higher other compensation expenses (including commissions and
40
employee benefit costs), increased headcount, and worldwide salary increases, partially offset by lower bonus expense. These increases were partially offset by (a) a $0.2 million decrease in third-party cloud-services costs, (b) a $0.2 million decrease in business acquisition costs, and (c) a $0.2 million decrease in legal fees related to the arbitration proceeding over a disputed customer contract.
Selling, general, and administrative expenses increased $2.3 million for the six months ended June 30, 2024, compared to the six months ended June 30, 2023, primarily due to (i) a $3.2 million increase in personnel-related costs mainly resulting from higher stock-based compensation expenses, higher other compensation expenses (including commissions and employee benefit costs), increased headcount, and worldwide salary increases, partially offset by lower bonus expense, and (ii) a $1.6 million increase in legal expenses (excluding arbitration-related expenses). These increases were partially offset by (a) a $2.3 million decrease in legal fees related to the arbitration proceeding over a disputed customer contract and (b) a $0.2 million decrease in business acquisition costs.
We anticipate our selling, general, and administrative expenses will fluctuate in absolute dollars from period to period as a result of cost control initiatives and to support increased selling efforts in the future.
Amortization of Acquired Intangible Assets
Three Months Ended | Six Months Ended | |||||||||||||||||||||||
June 30, | Change | June 30, | Change | |||||||||||||||||||||
(Dollars in thousands) |
| 2024 |
| 2023 |
| $ | % |
|
| 2024 |
| 2023 |
| $ | % |
| ||||||||
Amortization of acquired intangible assets | $ | 259 | $ | 326 | $ | (67) |
| (21) | % | $ | 518 | $ | 651 | $ | (133) |
| (20) | % | ||||||
Amortization of acquired intangible assets primarily consists of amortization of intangibles acquired as a result of certain business combinations.
Interest and Other Expense (Income), Net
Three Months Ended | Six Months Ended | |||||||||||||||||||||||
| June 30, | Change | June 30, | Change |
| |||||||||||||||||||
(Dollars in thousands) | 2024 |
| 2023 |
| $ | % |
|
| 2024 |
| 2023 |
| $ | % | ||||||||||
Interest and other expense (income), net | $ | (1,479) | $ | (1,071) | $ | 408 |
| 38 | % | $ | (3,171) | $ | (1,982) | $ | 1,189 |
| 60 | % | ||||||
Interest and other expense (income), net, primarily consists of interest income and foreign currency transaction exchange gains and losses.
Interest and other expense (income), net increased $0.4 million for the three months ended June 30, 2024, compared to the three months ended June 30, 2023, primarily due to higher interest income resulting from higher interest rates and sales-type leases, and net favorable fluctuations in foreign currency exchange rates.
Interest and other expense (income), net increased $1.2 million for the six months ended June 30, 2024, compared to the six months ended June 30, 2023, primarily due to higher interest income resulting from higher interest rates and sales-type leases, and net favorable fluctuations in foreign currency exchange rates.
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Income Tax Expense
Three Months Ended | Six Months Ended | |||||||||||||||||||||||
| June 30, | Change | June 30, | Change |
| |||||||||||||||||||
(Dollars in thousands) | 2024 |
| 2023 |
| $ | % |
|
| 2024 |
| 2023 |
| $ | % | ||||||||||
Income tax benefit (expense) | $ | (38) | $ | 3,888 | $ | (3,926) |
| (101) | % | $ | (163) | $ | 3,498 | $ | (3,661) |
| (105) | % | ||||||
Income tax expense increased for the three and six months ended June 30, 2024, compared to the three and six months ended June 30, 2023, primarily due to changes in the foreign and state taxes and year-to-date recognition of worldwide pre-tax income (loss) in relation to their forecasted amounts for full years.
Any significant change in our future effective tax rates could adversely impact our consolidated financial position, results of operations and cash flows. Our future tax rates may be adversely affected by a number of factors including increase in expenses not deductible for tax purposes, new or changing tax legislation in the United States and in foreign countries where we are subject to tax jurisdictions, the geographic composition of our pre-tax income, the amount of our pre-tax income as business activities fluctuate, our ability to use tax attributes such as research and development tax credits and net operation losses, the tax effects of employee stock activity, audit examinations with adverse outcomes, changes in accounting principles generally accepted in the United States of America and the effectiveness of our tax planning strategies.
Liquidity and Capital Resources
As of June 30, 2024, our working capital, defined as total current assets less total current liabilities, was $137.8 million, compared to $147.0 million as of December 31, 2023. Total cash, cash equivalents, and short-term investments were $117.9 million as of June 30, 2024, compared to cash, cash equivalents, and short-term investments of $135.5 million as of December 31, 2023. As of June 30, 2024, and December 31, 2023, cash and cash equivalents held by our foreign subsidiaries were $9.8 million and $10.0 million, respectively. We believe that our existing cash resources and anticipated funds from operations will satisfy our cash requirements to fund our operating activities, capital expenditures, other obligations for at least the next twelve months, and thereafter for the foreseeable future; however, we will continue to evaluate if we require additional funding to meet our longer-term needs.
Repurchase of Company’s Common Stock
On April 11, 2022, the Board of Directors adopted a stock repurchase program (the “2022 Program”) to repurchase up to $35.0 million of the Company’s common stock both on the open market and in privately negotiated transactions, including through Rule 10b5-1 plans, from time to time, over the next two years. During the six months ended June 30, 2024, 201,561 shares were repurchased by the Company under the 2022 Program at an average price of $34.23 per share for an aggregate total price of $6.9 million. In total, the Company repurchased 937,501 shares under the 2022 Program at an average price of $25.96 per share for an aggregate total price of $24.3 million.
The 2022 Program expired on April 11, 2024, and on April 15, 2024, the Board of Directors adopted a new program to repurchase up to $40.0 million of the Company’s common stock both on the open market and in privately negotiated transactions, including through Rule 10b5-1 plans, from time to time, over the next two years.
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Cash Flow Data
The following table summarizes our cash flows for the periods presented:
Six Months Ended June 30, | |||||||||
(In thousands) |
| 2024 |
| 2023 |
| $ Change | |||
Net cash flows provided by (used in): |
|
|
|
|
|
| |||
Operating activities | $ | (1,178) | $ | (6,615) | $ | 5,437 | |||
Investing activities |
| 4,193 |
| (9,677) |
| 13,870 | |||
Financing activities |
| (9,153) |
| (2,474) |
| (6,679) | |||
Effect of exchange rate changes on cash and cash equivalents |
| (853) |
| (498) |
| (355) | |||
Net change in cash and cash equivalents | $ | (6,991) | $ | (19,264) | $ | 12,273 | |||
Net Cash Flows Used in Operating Activities
Cash flows used in operating activities during the six months ended June 30, 2024, consisted of net income, adjusted for certain non-cash items which primarily consisted of depreciation and amortization, stock-based compensation expense, amortization of acquired intangible expense, amortization of costs capitalized to obtain revenue contracts, net accretion of discounts on short-term investments, and net change in operating assets and liabilities.
Net cash flows used in operating activities was $1.2 million for the six months ended June 30, 2024, compared to net cash flows used in operating activities of $6.6 million for the six months ended June 30, 2023. The decrease in cash used in operating activities between the periods was driven primarily by (i) a decrease in bonus payments under the Company’s bonus plan, (ii) a decrease in payments of vendor invoices, and (iii) an increase in interest income, partially offset by lower collections from customers and net income between comparable periods. Net income was $1.3 million for the six months ended June 30, 2024, compared to a net income of $7.2 million for the six months ended June 30, 2023.
The major contributors to the net change in operating assets and liabilities for the six months ended June 30, 2024, were as follows:
| ● | Accounts receivable increased by $11.6 million, primarily due to contractual invoicing activity and an increase in unbilled accounts receivables due to the timing of billing and revenue recognition, partially offset by collections from customers; |
| ● | Prepaid expense and other current assets increased by $3.0 million, primarily due to increases in lease receivables and deferred commission, partially offset by a decrease in contract assets; |
| ● | Other non-current assets increased by $7.1 million primarily due to increases in non-current assets from sales-type leases, costs capitalized to obtain revenue contracts, non-current unbilled accounts receivables due to the timing of billing and revenue recognition, and non-current prepaid expenses, partially offset by a decrease in non-current contract assets; |
| ● | Accounts payable increased by $0.5 million primarily due to the timing of payments of vendor invoices; |
| ● | Accrued compensation and related benefits decreased by $3.2 million primarily due to the payments of accrued bonuses net of new bonus accruals, partially offset by increases in accrued commissions and contributions to the employee stock purchase plan; |
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| ● | Deferred revenue increased by $7.0 million primarily due to the timing of billing and revenue recognition; and |
| ● | Billings in excess of recognized revenues decreased by $1.1 million primarily due to the timing of billing and revenue recognition. |
Net Cash Flows Provided by (Used in) Investing Activities
Net cash provided by investing activities was $4.2 million for the six months ended June 30, 2024, compared to net cash used in investing activities of $9.7 million for the six months ended June 30, 2023.
For the six months ended June 30, 2024, cash provided by investing activities primarily related to proceeds from maturities and sales of short-term investments of $37.0 million, partially offset by purchases of short-term investments of $25.5 million and purchases of property and equipment of $7.3 million primarily related to our DFI systems.
For the six months ended June 30, 2023, cash used in investing activities primarily related to purchases of short-term investments of $23.5 million and purchases of and prepayments for property and equipment of $6.0 million primarily related to our DFI and CV systems, partially offset by proceeds from maturities and sales of short-term investments of $19.8 million.
Net Cash Flows Used in Financing Activities
Net cash used in financing activities was $9.2 million for the six months ended June 30, 2024, compared to $2.5 million for the six months ended June 30, 2023.
For the six months ended June 30, 2024, net cash used in financing activities primarily consisted of repurchases of common stock of $6.9 million, and $4.3 million in cash payments for taxes related to net share settlement of equity awards, partially offset by $2.0 million of proceeds from our employee stock purchase plan and exercise of stock options.
For the six months ended June 30, 2023, net cash used in financing activities primarily consisted of $4.6 million in cash payments for taxes related to net share settlement of equity awards, partially offset by $2.1 million of proceeds from our employee stock purchase plan and exercise of stock options.
Related Party Transactions
Refer to Note 12, Strategic Partnership Agreement with Advantest and Related Party Transactions, to our unaudited condensed consolidated financial statements in this Quarterly Report on Form 10-Q, for the discussion about related party transactions between the Company and Advantest (as defined therein).
Off-Balance Sheet Agreements
We do not have any off-balance sheet arrangements, investments in special purpose entities or undisclosed borrowings or debt.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
The following discusses our exposure to market risk related to changes in interest rates and foreign currency exchange rates. We do not currently own any equity investments, nor do we expect to own any in the foreseeable
44
future. This discussion contains forward-looking statements that are subject to risks and uncertainties. Actual results could vary materially as a result of a number of factors.
Interest Rate Risk. As of June 30, 2024, we had cash, cash equivalents and short-term investments of $117.9 million. Cash and cash equivalents consisted of cash and highly liquid money market instruments and short-term investments consisted of U.S. Government securities. We would not expect our operating results or cash flows to be affected to any significant degree by the effect of a sudden change in market interest on our portfolio. A hypothetical increase in market interest rates of 100 basis points from the market rates in effect as of June 30, 2024, would cause the fair value of these investments to decrease by an immaterial amount which would not have significantly impacted our financial position or results of operations.
As of June 30, 2024, and periodically throughout the year, we have maintained cash balances in various operating accounts in excess of federally insured limits. We limit the amount of credit exposure to any financial institution by evaluating the creditworthiness of the financial institutions with which we invest and investing through more than one financial institution.
Foreign Currency and Exchange Risk. Certain of our receivables and payables for our international offices are denominated in the local currency, including the Euro, Yen and RMB. Therefore, a portion of our revenues and operating expenditures are subject to foreign currency risks. From time to time, we enter into foreign currency forward contracts to reduce the exposure to foreign currency exchange rate fluctuations on certain foreign currency denominated monetary assets and liabilities. We do not use foreign currency forward contracts for speculative or trading purposes. We record these forward contracts at fair value. The counterparty to these foreign currency forward contracts is a financial institution that we believe is creditworthy, and therefore, we believe the credit risk of counterparty non-performance is not significant. The change in fair value of these contracts is recorded in earnings as a component of other income (expense), net and offsets the change in fair value of foreign currency denominated monetary assets and liabilities, which is also recorded in other income (expense), net. As of June 30, 2024, we had no outstanding forward contracts.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our principal executive officer and principal financial and accounting officer, evaluated the effectiveness of our “disclosure controls and procedures” as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) as of June 30, 2024, in connection with the filing of this Quarterly Report on Form 10-Q. Based on that evaluation as of June 30, 2024, our principal executive officer and principal financial and accounting officer concluded that our disclosure controls and procedures were effective to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and is accumulated and communicated to our management as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There were no changes in the Company’s internal control over financial reporting during the three months ended June 30, 2024, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II — OTHER INFORMATION
Item 1. Legal Proceedings
Refer to Note 11, Commitments and Contingencies to our condensed consolidated financial statements in this Quarterly Report on Form 10-Q, for information regarding our legal proceedings.
Item 1A. Risk Factors
As of the date of this Quarterly Report on Form 10-Q, except as set forth below, there have been no material changes from the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 27, 2024. Any of such factors could result in a significant or material adverse effect on our result of operations or financial conditions. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.
Risks Related to Our Technology
Support and updates for open-source software that we currently use in providing our products and services may not be available to us in the future, which could negatively impact our financial results.
We use open-source software (“OSS”) in delivering products and services to our customers. Change of terms for support for OSS, or lack of support or updates for such OSS, could significantly increase our costs to deliver our products and services or cause a temporary or long-term disruption in our ability to use such OSS in our products and services or make it harder or impossible to mitigate vulnerabilities or risks associated with such software, which could negatively impact our financial results.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
There were no stock repurchases during the second quarter of 2024.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
None.
Item 5. Other Information
Insider Adoption or Termination of Trading Arrangements
During the quarter ended June 30, 2024,
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Item 6. Exhibits
Incorporated by Reference | |||||||||
Exhibit | Exhibit Description | Form | Filing Date | Exhibit Number | SEC File No. | Provided Herewith | |||
3.01 | X | ||||||||
10.1 | PDF Solutions, Inc. Ninth Amended and Restated 2011 Stock Incentive Plan | DEF14A | 4/29/2024 | Appendix C | 000-31311 | ||||
10.2 | PDF Solutions, Inc. First Amended and Restated 2021 Employee Stock Purchase Plan | DEF14A | 4/29/2024 | Appendix B | 000-31311 | ||||
31.01 | X | ||||||||
31.02 | X | ||||||||
32.01 | X | ||||||||
32.02 | X | ||||||||
101 | The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Comprehensive Income, (iii) Condensed Consolidated Statements of Stockholders’ Equity, (iv) Condensed Consolidated Statements of Cash Flows and (v) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text and including detailed tags. | X | |||||||
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | ||||||||
* | Furnished, and not filed. |
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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 thereunto duly authorized.
PDF SOLUTIONS, INC. | ||
Date: August 8, 2024 | By: | /s/ JOHN K. KIBARIAN |
John K. Kibarian | ||
President and Chief Executive Officer | ||
(principal executive officer) | ||
Date: August 8, 2024 | By: | /s/ ADNAN RAZA |
Adnan Raza | ||
Executive Vice President, Finance and Chief | ||
Financial Officer | ||
(principal financial and accounting officer) | ||
48
Exhibit 3.01
THIRD AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
PDF SOLUTIONS, INC.
The undersigned, John Kibarian and Peter Cohn, hereby certify that:
ARTICLE I
The name of this corporation is PDF Solutions, Inc. (the "Corporation").
ARTICLE II
The address of the Corporation's registered office in the State of Delaware is 1013 Centre Road, City of Wilmington, County of New Castle. The name of its registered agent at such address is Corporation Service Company.
ARTICLE III
The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.
ARTICLE IV
(A) The Corporation is authorized to issue two classes of stock to be designated, respectively, "Common Stock" and "Preferred Stock." The total number of shares which the Corporation is authorized to issue is 75,000,000 shares, each with a par value of $0.00015 per share. 70,000,000 shares shall be Common Stock and 5,000,000 shares shall be Preferred Stock.
(B) The Preferred Stock may be issued from time to time in one or more series. The Board of Directors is hereby authorized, by filing a certificate pursuant to the applicable law of the state of Delaware and within the limitations and restrictions stated in this Certificate of Incorporation, to determine or alter the rights, preferences, privileges and restrictions granted to or imposed upon any wholly unissued series of Preferred Stock and the number of shares constituting any such series and the designation thereof, or any of them; and to increase or decrease the number of shares of any series subsequent to the issuance of shares of that series, but not below the number of shares of such series then outstanding. In case the number of shares of any series shall be so decreased, the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series.
ARTICLE V
The number of directors of the Corporation shall be fixed from time to time by a bylaw or amendment thereof duly adopted by the Board of Directors.
ARTICLE VI
On or prior to the date on which the Corporation first provides notice of an annual meeting of the
stockholders, the Board of Directors of the Corporation shall divide the directors into three classes, as nearly equal in number as reasonably possible, designated Class I, Class II and Class III, respectively. Directors shall be assigned to each class in accordance with a resolution or resolutions adopted by the Board of Directors. At the first annual meeting of stockholders or any special meeting in lieu thereof, the terms of the Class I directors shall expire and Class I directors shall be elected for a full term of three years. At the second annual meeting of stockholders or any special meeting in lieu thereof, the terms of the Class II directors shall expire and Class II directors shall be elected for a full term of three years. At the third annual meeting of stockholders or any special meeting in lieu thereof, the terms of the Class III directors shall expire and Class III directors shall be elected for a full term of three years. At each succeeding annual meeting of stockholders or special meeting in lieu thereof, directors elected to succeed the directors of the class whose terms expire at such meeting shall be elected for a full term of three years.
Notwithstanding the foregoing provisions of this Article VI, each director shall serve until his or her successor is duly elected and qualified or until his or her death, resignation, or removal. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.
Any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal, or other causes shall be filled by either (i) the affirmative vote of the holders of a majority of the voting power of the then-outstanding shares of voting stock of the Corporation entitled to vote generally in the election of directors (the "Voting Stock") voting together as a single class; or (ii) by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the Board of Directors. Subject to the rights of any series of Preferred Stock then outstanding, newly created directorships resulting from any increase in the number of directors shall, unless the Board of Directors determines by resolution that any such newly created directorship shall be filled by the stockholders, be filled only by the affirmative vote of the directors then in office, even though less than a quorum of the Board of Directors, or by a sole remaining director. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the class of directors in which the new directorship was created or the vacancy occurred and until such director's successor shall have been elected and qualified. Any director, or the entire Board of Directors, may be removed from office, with or without cause, by the holders of a majority of the Voting Stock.
ARTICLE VII
In the election of directors, each holder of shares of any class or series of capital stock of the Corporation shall be entitled to one vote for each share held. No stockholder will be permitted to cumulate votes at any election of directors.
ARTICLE VIII
No action shall be taken by the stockholders of the Corporation other than at an annual or special meeting of the stockholders, upon due notice and in accordance with the provisions of the Bylaws of the Corporation (the "Bylaws"), and no action shall be taken by the stockholders by written consent.
ARTICLE IX
The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.
ARTICLE X
(A) Except as otherwise provided in the Bylaws, the Bylaws may be altered or amended or new Bylaws adopted by the affirmative vote of at least 66 2/3% of the voting power of all of the then-outstanding shares of the voting stock of the Corporation entitled to vote. The Board of Directors of the Corporation is expressly authorized to adopt, amend or repeal Bylaws.
(B) The directors of the Corporation need not be elected by written ballot unless the Bylaws so
provide.
(C) Advance notice of stockholder nominations for the election of directors or of business to be brought by the stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws.
ARTICLE XI
Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws may provide. The books of the Corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the bylaws of the Corporation.
ARTICLE XII
The Corporation shall have perpetual existence.
ARTICLE XIII
(A) To the fullest extent permitted by the General Corporation Law of Delaware, as the same may be amended from time to time, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. If the General Corporation Law of Delaware is hereafter amended to authorize, with the approval of a corporation's stockholders, further reductions in the liability of a corporation's directors for breach of fiduciary duty, then a director of the Corporation shall not be liable for any such breach to the fullest extent permitted by the General Corporation Law of Delaware, as so amended.
(B) Any repeal or modification of the foregoing provisions of this Article XIII shall not adversely affect any right or protection of a director of the Corporation with respect to any acts or omissions of such director occurring prior to such repeal or modification.
ARTICLE XIV
(A) To the fullest extent permitted by applicable law, the Corporation is also authorized to provide indemnification of (and advancement of expenses to) such agents (and any other persons to which Delaware law permits the Corporation to provide indemnification) through Bylaw provisions, agreements with such agents or other persons, vote of stockholders or disinterested directors or otherwise, in excess of the indemnification and advancement otherwise permitted by Section 145 of the General Corporation Law of Delaware, subject only to limits created by applicable Delaware law (statutory or non-statutory), with respect to actions for breach of duty to a corporation, its stockholders, and others.
(B) Any repeal or modification of any of the foregoing provisions of this Article XIV shall not adversely affect any right or protection of a director, officer, agent or other person existing at the time of, or increase the liability of any director of the Corporation with respect to any acts or omissions of such director, officer or agent occurring prior to such repeal or modification.
The foregoing Amended and Restated Certificate of Incorporation has been duly adopted by this Corporation's Board of Directors and stockholders in accordance with the applicable provisions of Section 228, 242 and 245 of the General Corporation Law of the State of Delaware.
Executed at Menlo Park, on the 1st day of August, 2001.
/s/John Kibarian
John Kibarian, President
/s/Peter Cohn
Peter Cohn, Secretary
CERTIFICATE OF AMENDMENT TO
THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
PDF SOLUTIONS, INC.
The undersigned, John K. Kibarian, does hereby certify as follows:
| 1. | The undersigned is the duly elected and acting President and Chief Executive Officer of PDF Solutions, Inc., a Delaware corporation (the “Corporation”). |
| 2. | The Certificate of Incorporation of the Corporation was originally filed with the Secretary of State of Delaware on July 19, 2000 under the name of PDF Solutions, Inc., the First Amended and Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of Delaware on August 17, 2000, the Second Amended and Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of Delaware on July 9, 2001 and the Third Amended and Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of Delaware on August 1, 2001 (such certificate of incorporation as amended and restated, the “Charter”). |
| 3. | Pursuant to Section 242 and any other applicable provisions of the General Corporation Law of the State of Delaware, this Certificate of Amendment to the Charter (this “Certificate of Amendment”) amends and restates Article XIII of the Charter in its entirety to read as follows: |
| 4. | The foregoing Certificate of Amendment has been duly adopted by the Corporation’s Board of Directors and stockholders in accordance with the provisions of Section 242 and any other applicable provisions of the General Corporation Law of the State of Delaware. |
| 5. | All other provisions of the Charter shall remain in full force and effect. |
| 6. | This Certificate of Amendment herein certified shall become effective immediately upon filing with the Office of the Secretary of State of the State of Delaware. |
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by a duly authorized officer of the Corporation as of June 20, 2024.
By: /s/John K. Kibarian
John K. Kibarian
President and Chief Executive Officer
Exhibit 31.01
CERTIFICATIONS
I, John K. Kibarian, certify that:
1. I have reviewed this quarterly report on Form 10-Q of PDF Solutions, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| By: | /s/ John K. Kibarian |
|
| John K. Kibarian |
|
| President and Chief Executive Officer |
|
| (principal executive officer) |
| | |
Date: August 8, 2024 | | |
Exhibit 31.02
CERTIFICATIONS
I, Adnan Raza, certify that:
1. I have reviewed this quarterly report on Form 10-Q of PDF Solutions, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| By: | /s/ Adnan Raza |
|
| Adnan Raza |
|
| Executive Vice President, Finance |
| | and Chief Financial Officer |
|
| (principal financial and accounting |
| | officer) |
| | |
Date: August 8, 2024 | | |
Exhibit 32.01
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of PDF Solutions, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2024, as filed with the Securities and Exchange Commission on August 8, 2024 (the “Report”), I, John K. Kibarian, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
| By: | /s/ John K. Kibarian |
|
| John K. Kibarian |
|
| President and Chief Executive |
| | Officer |
|
| (principal executive officer) |
| | |
Date: August 8, 2024 | | |
Exhibit 32.02
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of PDF Solutions, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2024, as filed with the Securities and Exchange Commission on August 8, 2024 (the “Report”), I, Adnan Raza, Executive Vice President, Finance and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
| By: | /s/ Adnan Raza |
|
| Adnan Raza |
|
| Executive Vice President, Finance |
| | and Chief Financial Officer |
|
| (principal financial and accounting |
| | officer) |
| | |
Date: August 8, 2024 | | |