UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

(Amendment No. 1)

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

PDF SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

000-31311
(Commission File Number)

Delaware		25-1701361
(State or Other Jurisdiction of		(I.R.S. Employer Identification No.)
Incorporation)

333 West San Carlos Street, Suite 700
San Jose, CA 95110
(Address of principal executive offices, with zip code)

(408) 280-7900
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 2.02. Results of Operations and Financial Condition

     The information in this Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), subject to the liabilities of that section, or incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

     On July 21, 2005, PDF Solutions, Inc. (the “Company”) issued a press release regarding its financial results for the three and six-month periods ended June 30, 2005. A copy of the press release announcing these financial results was attached as Exhibit 99.1 to the Form 8-K filed on July 21, 2005, although the copy filed by 8-K inadvertently contained additional financial results from earlier periods that had been previously disclosed and were not contained in the press release that was issued. In addition, the copy filed by 8-K did not contain the GAAP reconciliation page that was in the press release as issued. The press release as issued was made available on the Company’s website prior to the filing of the 8-K. The corrected version of the press release, which now conforms to the press release as it was issued, is attached hereto as Exhibit 99.1.

     Also on July 21, 2005, the Company issued a press release regarding the financial outlook for the third and fourth quarters of fiscal 2005. There were no changes to this exhibit, although it is being re-filed herewith for convenience.

Item 9.01. Financial Statements and Exhibits.

  (c) Exhibits.

     99.1 Press Release of PDF Solutions, Inc. dated July 21, 2005, entitled “PDF Solutions Reports Record Second Quarter 2005 Revenue.”

     99.2 Press Release of PDF Solutions, Inc. dated July 21, 2005 entitled “PDF Solutions Provides Financial Outlook for the Third and Fourth Quarters of Fiscal 2005.”

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		PDF Solutions, Inc.
		By:		/s/ P. Steven Melman
		Name:		P. Steven Melman
		Title:		Vice President, Finance and Administration and Chief Financial Officer

Dated: July 26, 2005

EXHIBIT INDEX

Number		Exhibit
99.1		99.1 Press Release of PDF Solutions, Inc. dated July 21, 2005, entitled “PDF Solutions Reports Record Second Quarter 2005 Revenue.”
99.2		99.2 Press Release of PDF Solutions, Inc. dated July 21, 2005 entitled “PDF Solutions Provides Financial Outlook for the Third and Fourth Quarters of Fiscal 2005.”

Exhibit 99.1

News Release

Investor Relations Contact:		Corporate Communications Contact:
Sonia Segovia, IR Coordinator		Abbie Kendall, Principal
PDF Solutions, Inc.		Armstrong Kendall, Inc.
Tel: (408) 938-6491		Tel: (503) 672-4681
Email: sonia.segovia@pdf.com		Email: abbie@akipr.com

Results Represent 10^th Sequential Quarter of Revenue Growth

     SAN JOSE, Calif.—July 21, 2005—PDF Solutions, Inc. (Nasdaq: PDFS) the leading provider of process-design integration technologies to enhance IC manufacturability, today announced financial results for its second fiscal quarter ended June 30, 2005.

     Revenue for the second fiscal quarter of 2005 totaled a record $18.4 million, an increase of 21%, compared with revenue of $15.2 million for the second fiscal quarter of 2004. On a GAAP basis, net income for the second fiscal quarter of 2005 totaled approximately $1.3 million, or $0.05 per diluted share, compared with a net loss of approximately $460,000, or $0.02 per diluted share, for the second fiscal quarter of 2004.

     In addition to using GAAP results in evaluating PDF Solutions’ business, management also believes it useful to measure results using a non-GAAP measure of net income or loss, which excludes amortization of stock-based compensation and acquired intangible assets. Using this non-GAAP measure, net income for the second fiscal quarter of 2005 totaled $2.9 million, or $0.11 per diluted share, compared with non-GAAP net income of approximately $1.0 million, or $0.04 per diluted share, for the second fiscal quarter of 2004.

     As previously announced, PDF will hold a live conference call beginning at 3:00 p.m. Pacific Time/6:00 p.m. Eastern Time today to discuss these quarterly results. A live webcast of this conference call will be available on PDF Solutions’ website at http://ir.pdf.com/medialist.cfm. A replay of the call will be available at the same website address beginning approximately two hours after completion of the live call. Further, a copy of this press release, including the disclosure and reconciliation of certain non-GAAP financial measures to the most directly comparable GAAP measure, which non-GAAP measures may be used periodically by PDF Solutions’ management when discussing financial results with investors and analysts, will be available on PDF Solutions’ website at http://www.pdf.com/news_archive.phtml following the date of this release.

     About PDF Solutions

     PDF Solutions, Inc. (Nasdaq: PDFS) is the leading provider of process-design integration technologies for manufacturing integrated circuits (ICs). PDF Solutions’ software, methodologies and services enable semiconductor companies to create IC designs that can be more easily manufactured using manufacturing processes that are more capable. By simulating deep sub-micron product and process interactions, the PDF solution offers clients reduced time to market, increased IC yield and performance, and enhanced product reliability and profitability. Headquartered in San Jose, Calif., PDF Solutions operates worldwide with additional offices in Europe and Japan. For more information, visit www.pdf.com.

     PDF Solutions^Ò is a registered trademark of PDF Solutions, Inc.

PDF SOLUTIONS, INC.

		June 30,				December 31,
		2005				2004
ASSETS
Current assets:
Cash and cash equivalents		$	51,862			$	45,660
Accounts receivable, net of allowances			18,852				15,978
Prepaid expenses and other current assets			2,436				2,685
Deferred tax assets			1,998				1,586
Total current assets			75,148				65,909
Property and equipment, net			3,614				3,321
Goodwill			39,886				39,886
Intangible assets, net			12,789				15,791
Other assets			608				500
Total assets		$	132,045			$	125,407
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	1,827			$	1,023
Accrued compensation and related benefits			3,012				3,209
Other accrued liabilities			2,036				2,593
Taxes payable			4,013				3,286
Deferred revenues			2,949				2,905
Billings in excess of recognized revenue			1,921				1,581
Total current liabilities			15,758				14,597
Long-term liabilities			290				311
Deferred tax liabilities			1,469				1,701
Total liabilities			17,517				16,609
Stockholders’ equity:
Common stock			4				4
Additional paid-in-capital			137,181				134,191
Treasury stock			(4,806	)			(4,806	)
Deferred stock-based compensation			(75	)			(148	)
Notes receivable from stockholders			(550	)			(550	)
Accumulated deficit			(17,239	)			(19,975	)
Accumulated other comprehensive income			13				82
Total stockholders’ equity			114,528				108,798
Total liabilities and stockholders’ equity		$	132,045			$	125,407

PDF SOLUTIONS, INC.

		Three Months Ended								Six Months Ended
		June 30,				June 30,				June 30,				June 30,
		2005				2004				2005				2004
Revenue:
Design-to-silicon-yield solutions:
Integrated solutions		$	12,267			$	13,352			$	24,824			$	22,858
Software licenses			3,197				161				6,646				2,350
Gain share			2,892				1,656				4,979				2,637
Total revenue			18,356				15,169				36,449				27,845
Cost and expenses:
Cost of design-to-silicon-yield solutions:
Direct costs of design-to-silicon-yield solutions:
Integrated solutions			5,766				5,308				11,516				9,660
Software licenses			101				61				258				63
Amortization of acquired core technology			1,266				1,327				2,532				2,677
Research and development			5,655				4,822				10,991				10,040
Selling, general and administrative			4,289				3,622				8,203				7,419
Stock-based compensation amortization*			32				292				74				547
Amortization of other acquired intangible assets			235				410				470				820
Total costs and expenses			17,344				15,842				34,044				31,226
Income (loss) from operations			1,012				(673	)			2,405				(3,381	)
Interest and other income, net			350				138				622				291
Income (loss) before taxes			1,362				(535	)			3,027				(3,090	)
Tax provision (benefit)			20				(75	)			291				(788	)
Net income (loss)		$	1,342			$	(460	)		$	2,736			$	(2,302	)
Net income (loss) per share:
Basic		$	0.05			$	(0.02	)		$	0.11			$	(0.09	)
Diluted		$	0.05			$	(0.02	)		$	0.10			$	(0.09	)
Weighted average common shares:
Basic			25,862				25,337				25,779				25,319
Diluted			26,986				25,337				27,057				25,319

 

* Stock-based compensation amortization:
Cost of design-to-silicon-yield solutions		$	—			$	9			$	—			$	37
Research and development			32				274				74				476
Selling, general and administrative			—				9				—				34
		$	32			$	292			$	74			$	547

PDF SOLUTIONS, INC.

		Three Months Ended
		June 30,				June 30,
		2005				2004
GAAP net income (loss)		$	1,342			$	(460	)
Stock-based compensation amortization			32				292
Amortization of intangibles, net of taxes			1,479				1,198
Non-GAAP net income		$	2,853			$	1,030
Non-GAAP net income per share –diluted		$	0.11			$	0.04
Weighted average common shares — diluted			26,986				26,136

Use of Non-GAAP Information

In addition to providing results that are determined in accordance with Generally Accepted Accounting Principles (GAAP), PDF Solutions also provides certain Non-GAAP financial measures that exclude certain charges as additional information relating to its operating results. PDF Solutions’ management believes that the presentation of these measures provides useful information to investors regarding certain additional financial and business trends relating to its financial condition and results of operations. PDF Solutions has also chosen to provide this information to investors to enable them to perform meaningful comparisons of PDF Solutions’ past, present and future operating results. These measures are not in accordance with, or an alternative to, GAAP and may be different from non-GAAP measures used by other companies. The calculations of non-GAAP financial measures have been adjusted to exclude the effects of amortization of stock-based compensation and acquired intangible assets.

Exhibit 99.2

News Release

Investor Relations Contact:		Corporate Communications Contact:
Sonia Segovia, IR Coordinator		Abbie Kendall, Principal
PDF Solutions, Inc.		Armstrong Kendall, Inc.
Tel: (408) 938-6491		Tel: (503) 672-4681
Email: sonia.segovia@pdf.com		Email: abbie@akipr.com

     SAN JOSE, Calif.—July 21, 2005—PDF Solutions, Inc. (Nasdaq: PDFS), the leading provider of process-design integration technologies to enhance IC manufacturability, today provided its updated financial outlook for the third and fourth fiscal quarters ending September 30, 2005 and December 31, 2005, respectively.

     PDF Solutions expects total revenue in the range of $18.7 million to $19.5 million for the third fiscal quarter ending September 30, 2005. Gain share revenue for the third quarter is expected to be in the range of $2.8 million to $3.2 million. On a GAAP basis, net income for the third fiscal quarter of 2005 is projected in a range of $1.5 million to $2.0 million, or $0.05 to $0.07 per diluted share.

     For the fourth fiscal quarter ending December 31, 2005, PDF Solutions expects total revenue in the range of $19.8 million to $20.8 million. On a GAAP basis, net income for the fourth fiscal quarter of 2005 is projected in a range of $1.8 million to $2.5 million, or $0.07 to $0.09 per diluted share.

     In addition to using GAAP results in evaluating PDF Solutions’ business, management also believes it useful to measure results using a non-GAAP measure of net income, which excludes amortization of stock-based compensation and acquired intangible assets. Non-GAAP net income for the third fiscal quarter ending September 30, 2005 is projected in a range of $2.6

million to $3.1 million, or $0.10 to $0.12 per diluted share. Non-GAAP net income for the fourth fiscal quarter ending December 31, 2005 is projected in a range of $3.0 million to $3.7 million, or $0.11 to $0.13 per diluted share.

     As previously announced, PDF will hold a live conference call beginning at 3:00 p.m. Pacific Time/6:00 p.m. Eastern Time today to discuss its second quarter 2005 results and financial outlook for the third and fourth fiscal quarters of 2005. A live webcast of this conference call will be available on PDF Solutions’ website at http://ir.pdf.com/medialist.cfm. A replay of the call will be available at the same website address beginning approximately two hours after completion of the live call. Further, a copy of this press release, including the disclosure and reconciliation of certain non-GAAP financial measures to the most directly comparable GAAP measure, which non-GAAP measures may be used periodically by PDF Solutions’ management when discussing financial results with investors and analysts, will be available on the company’s website at http://www.pdf.com/news_archive.phtml following the date of this release.

     Effectiveness of Guidance

     The outlook set forth above represents PDF Solutions’ expectations only as of the date of this release, and should not be viewed as a statement about PDF Solutions’ expectations after this date. Although this release will remain available on PDF Solutions’ website, its continued availability does not indicate that PDF Solutions is reaffirming or confirming its continued validity. PDF Solutions does not intend to report on its progress, or provide comments to analysts or investors on, or otherwise, update such guidance until it releases its quarterly results.

     About PDF Solutions

     PDF Solutions, Inc. (Nasdaq: PDFS) is the leading provider of process-design integration technologies for manufacturing integrated circuits (ICs). PDF Solutions’ software, methodologies and services enable semiconductor companies to create IC designs that can be more easily manufactured using manufacturing processes that are more capable. By simulating deep sub-micron product and process interactions, the PDF solution offers clients reduced time to market, increased IC yield and performance, and enhanced product reliability and profitability. Headquartered in San Jose, Calif., PDF Solutions operates worldwide with additional offices in Europe and Japan. For more information, visit www.pdf.com.

     PDF Solutions^Ò is a registered trademark of PDF Solutions, Inc.

     Forward-Looking Statements

The statements in this press release regarding PDF Solutions’ 2005 third and fourth fiscal quarter outlook, including expected revenue, net income, and net income per share, are forward looking. Actual results could differ materially from those expressed in these forward-looking statements.

Risks and uncertainties that could cause results to differ materially include risks associated with: any unforeseen industry changes; difficulties in modifying PDF’s solutions on a timely basis; and changes in the marketplace for our solutions, including the introduction of products or services competitive with PDF Solutions’ products and services. Readers should also refer to the risk disclosures set forth in PDF Solutions’ periodic public filings with the Securities and Exchange Commission, including, without limitation, its annual report on Form 10-K, most recently filed on March 16, 2005, and its quarterly reports on Form 10-Q, most recently filed on May 10, 2005. The forward-looking statements contained in this release are made as of the date hereof, and PDF Solutions does not assume any obligation to update such statements nor the reasons why actual results could differ materially from those projected in such statements.

PDF SOLUTIONS, INC.

		Three Months Ending
PROJECTED RESULTS		September 30, 2005
GAAP net income per share — diluted		$	0.05			to				$	0.07
GAAP net income		$	1,465			to				$	1,965
Stock-based compensation amortization			25								25
Amortization of acquired intangible assets, net of taxes			1,150								1,150
Non-GAAP net income		$	2,640			to				$	3,140
Non-GAAP net income per share – diluted		$	0.10			to				$	0.12
Weighted average common shares — diluted			27,250								27,250

		Three Months Ending
PROJECTED RESULTS		December 31, 2005
GAAP net income per share — diluted		$	0.07			to				$	0.09
GAAP net income		$	1,790			to				$	2,490
Stock-based compensation amortization			20								20
Amortization of acquired intangible assets, net of taxes			1,150								1,150
Non-GAAP net income		$	2,960			to				$	3,660
Non-GAAP net income per share – diluted		$	0.11			to				$	0.13
Weighted average common shares — diluted			27,500								27,500

Use of Non-GAAP Information

In addition to providing results that are determined in accordance with Generally Accepted Accounting Principles (GAAP), PDF Solutions also provides certain Non-GAAP financial measures that exclude certain charges as additional information relating to its operating results. PDF Solutions’ management believes that the presentation of these measures provides useful information to investors regarding certain additional financial and business trends relating to its financial condition and results of operations. PDF Solutions has also chosen to provide this information to investors to enable them to perform meaningful comparisons of PDF Solutions’ past, present and future operating results. These measures are not in accordance with, or an alternative to, GAAP and may be different from non-GAAP measures used by other companies. The calculations of non-GAAP financial measures have been adjusted to exclude the effects of amortization of stock-based compensation and acquired intangible assets.