e8vk
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): July 20, 2006
PDF SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
000-31311
(Commission File Number)
|
|
|
Delaware
(State or Other Jurisdiction of
Incorporation)
|
|
25-1701361
(I.R.S. Employer Identification No.) |
333 West San Carlos Street, Suite 700
San Jose, CA 95110
(Address of principal executive offices, with zip code)
(408) 280-7900
(Registrants 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)) |
TABLE OF CONTENTS
Item 2.02 Results of Operations and Financial Condition.
On July 20, 2006, the Registrant issued a press release regarding its financial results and
certain other information related to the second fiscal quarter of 2006 ended June, 2006. A copy of
the press release is attached hereto as Exhibit 99.1. The information in this Item 2.02, including
Exhibit 99.1, is furnished and shall not be deemed filed for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that
Section and shall not be deemed to be incorporated by reference into the filings of the Company
under the Securities Act of 1933, as amended.
Item 7.01 Regulation FD Disclosure.
On July 20, 2006, the Registrant issued a press release regarding the financial outlook for
the third fiscal quarter ending September 30, 2006 and the fourth fiscal quarter ending December
31, 2006. A copy of the press release is attached hereto as Exhibit 99.2. The information in this
Item 7.01, including Exhibit 99.2, is furnished and shall not be deemed filed for the purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities under that Section and shall not be deemed to be incorporated by reference into the
filings of the Company under the Securities Act of 1933, as amended.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
|
|
|
Exhibit No. |
|
Description |
99.1
|
|
Press Release dated July 20, 2006 regarding financial results
and certain other information related to the second fiscal of
2006 ended June 30, 2006. |
|
|
|
99.2
|
|
Press Release dated July 20, 2006 regarding the financial
outlook for the third fiscal quarter ending June 30, 2006 and
the fourth fiscal quarter ending December 31, 2006. |
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.
(Registrant)
|
|
|
By: |
/s/ Keith A. Jones
|
|
|
|
Keith A. Jones |
|
|
|
Vice President, Finance and
Chief Financial Officer |
|
|
Dated: July 20, 2006
EXHIBIT INDEX
|
|
|
Exhibit No. |
|
Description |
99.1
|
|
Press Release dated July 20, 2006 regarding financial results
and certain other information related to the second fiscal of
2006 ended June 30, 2006. |
|
|
|
99.2
|
|
Press Release dated July 20, 2006 regarding the financial
outlook for the third fiscal quarter ending June 30, 2006 and
the fourth fiscal quarter ending December 31, 2006. |
exv99w1
Exhibit 99.1
News Release
|
|
|
Investor Relations Contact:
|
|
Corporate Communications Contact: |
Steven Melman, V.P. of Investor Relations
|
|
Abbie Kendall, Principal |
PDF Solutions, Inc.
|
|
Armstrong Kendall, Inc. |
Tel: (408) 938-6445
|
|
Tel: (503) 672-4681 |
Email: steven.melman@pdf.com
|
|
Email: abbie@akipr.com |
PDF Solutions® Reports Second Quarter
2006 Results
SAN JOSE, Calif.July 20, 2006PDF 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, 2006.
Revenue for the second fiscal quarter of 2006 totaled $18.0 million, a decrease of 2%,
compared with revenue of $18.4 million for the second fiscal quarter of 2005. Gain share revenue
for the second fiscal quarter of 2006 totaled a record $5.7 million, an increase of 98%, compared
to the second fiscal quarter of 2005. On a GAAP basis, net loss for the second fiscal quarter of
2006 totaled approximately $847,000, or $0.03 per basic and diluted share, compared with net income
of $1.3 million, or $0.05 per basic and diluted share, for the second fiscal quarter of 2005. The
adoption of SFAS 123(R) for fiscal year 2006 resulted in $1.8 million in stock-based compensation
expense during the second fiscal quarter or approximately $0.06 per diluted share.
In addition to using GAAP results in evaluating PDF Solutions business, management also
believes it is useful to measure results using a non-GAAP measure of net income or loss, which
excludes stock-based compensation expense and amortization of acquired intangible assets. Using
this non-GAAP measure, net income for the second fiscal quarter of 2006 totaled approximately $3.6
million, or $0.13 per diluted share, compared with non-GAAP net income of approximately $2.9
million, or $0.11 per diluted share, for the second fiscal quarter of 2005.
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 results. A live webcast of this
-more-
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
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.
Information Regarding Use of Non-GAAP Financial Measures
In addition to providing results that are determined in accordance with Generally Accepted
Accounting Principles in the United States of America (GAAP), PDF Solutions also provides certain
non-GAAP financial measures that exclude the effects of stock-based compensation expense and
amortization of acquired intangible assets. PDF Solutions management believes that the
presentation of these measures provides useful supplemental information to investors regarding
PDFs operating results. These non-GAAP financial measures are used by management internally to
measure the companys profitability and performance. PDFs management believes that excluding the
effects of stock-based compensation expense and amortization of acquired intangible assets provides
a useful supplemental measure of the companys ongoing operations in light of the fact that neither
category of expense has a current effect on the future uses of cash nor do they have use with
regards to the generation of current or future revenues. These non-GAAP results should not be
considered an alternative to, or a substitute for, GAAP financial information, and may be different
from similarly titled non-GAAP measures used by other companies. In particular, these non-GAAP
financial measures are not a substitute for GAAP measures of income as a measure of performance, or
to cash flows from operating, investing and financing activities as a measure of liquidity. Since
management uses these non-GAAP financial measures internally to measure profitability and
performance, PDF has included these non-GAAP measures to give investors an opportunity to see the
companys financial results as viewed by management. A reconciliation of the non-GAAP financial
measures to the comparable GAAP financial measure is provided at the end of the companys financial
statements presented below.
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, Japan and China.
For more information, visit www.pdf.com.
PDF SolutionsÒ is a registered trademark of PDF Solutions, Inc.
-more-
PDF SOLUTIONS, INC.
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
ASSETS |
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
39,986 |
|
|
$ |
60,506 |
|
Short-term investments |
|
|
29,118 |
|
|
|
|
|
Accounts receivable, net of allowances |
|
|
20,583 |
|
|
|
22,082 |
|
Prepaid expenses and other current assets |
|
|
1,864 |
|
|
|
1,992 |
|
Deferred tax assets |
|
|
726 |
|
|
|
908 |
|
|
|
|
|
|
|
|
Total current assets |
|
|
92,277 |
|
|
|
85,488 |
|
Property and equipment, net |
|
|
3,595 |
|
|
|
3,328 |
|
Goodwill |
|
|
39,886 |
|
|
|
39,886 |
|
Intangible assets, net |
|
|
6,785 |
|
|
|
9,787 |
|
Deferred tax assets |
|
|
1,139 |
|
|
|
877 |
|
Other assets |
|
|
644 |
|
|
|
526 |
|
|
|
|
|
|
|
|
Total assets |
|
$ |
144,326 |
|
|
$ |
139,892 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
2,443 |
|
|
$ |
1,728 |
|
Accrued compensation and related benefits |
|
|
2,091 |
|
|
|
4,922 |
|
Other accrued liabilities |
|
|
1,399 |
|
|
|
1,469 |
|
Taxes payable |
|
|
4,744 |
|
|
|
4,950 |
|
Deferred revenues |
|
|
2,989 |
|
|
|
2,281 |
|
Billings in excess of recognized revenue |
|
|
80 |
|
|
|
1,604 |
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
13,746 |
|
|
|
16,954 |
|
Long-term liabilities |
|
|
231 |
|
|
|
257 |
|
|
|
|
|
|
|
|
Total liabilities |
|
|
13,977 |
|
|
|
17,211 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders equity: |
|
|
|
|
|
|
|
|
Common stock |
|
|
4 |
|
|
|
4 |
|
Additional paid-in-capital |
|
|
149,932 |
|
|
|
141,720 |
|
Treasury stock, at cost |
|
|
(5,549 |
) |
|
|
(5,549 |
) |
Deferred stock-based compensation |
|
|
|
|
|
|
(27 |
) |
Accumulated deficit |
|
|
(14,030 |
) |
|
|
(13,451 |
) |
Accumulated other comprehensive loss |
|
|
(8 |
) |
|
|
(16 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stockholders equity |
|
|
130,349 |
|
|
|
122,681 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity |
|
$ |
144,326 |
|
|
$ |
139,892 |
|
|
|
|
|
|
|
|
-more-
PDF SOLUTIONS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(In thousands, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
June 30, |
|
|
June 30, |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Design-to-silicon-yield solutions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Integrated solutions |
|
$ |
10,477 |
|
|
$ |
12,267 |
|
|
$ |
22,706 |
|
|
$ |
24,824 |
|
Software licenses |
|
|
1,794 |
|
|
|
3,197 |
|
|
|
4,406 |
|
|
|
6,646 |
|
Gain share |
|
|
5,739 |
|
|
|
2,892 |
|
|
|
10,755 |
|
|
|
4,979 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue |
|
|
18,010 |
|
|
|
18,356 |
|
|
|
37,867 |
|
|
|
36,449 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of design-to-silicon-yield solutions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct costs of design-to-silicon-yield solutions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Integrated solutions |
|
|
6,645 |
|
|
|
5,766 |
|
|
|
13,074 |
|
|
|
11,516 |
|
Software licenses |
|
|
29 |
|
|
|
101 |
|
|
|
40 |
|
|
|
258 |
|
Amortization of acquired core technology |
|
|
1,266 |
|
|
|
1,266 |
|
|
|
2,532 |
|
|
|
2,532 |
|
Research and development |
|
|
6,871 |
|
|
|
5,687 |
|
|
|
13,127 |
|
|
|
11,065 |
|
Selling, general and administrative |
|
|
4,866 |
|
|
|
4,289 |
|
|
|
9,822 |
|
|
|
8,203 |
|
Amortization of other acquired intangible assets |
|
|
235 |
|
|
|
235 |
|
|
|
470 |
|
|
|
470 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total costs and expenses |
|
|
19,912 |
|
|
|
17,344 |
|
|
|
39,065 |
|
|
|
34,044 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations |
|
|
(1,902 |
) |
|
|
1,012 |
|
|
|
(1,198 |
) |
|
|
2,405 |
|
Interest and other income, net |
|
|
811 |
|
|
|
350 |
|
|
|
1,446 |
|
|
|
622 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before taxes |
|
|
(1,091 |
) |
|
|
1,362 |
|
|
|
248 |
|
|
|
3,027 |
|
Tax provision (benefit) |
|
|
(244 |
) |
|
|
20 |
|
|
|
827 |
|
|
|
291 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
(847 |
) |
|
$ |
1,342 |
|
|
$ |
(579 |
) |
|
$ |
2,736 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
(0.03 |
) |
|
$ |
0.05 |
|
|
$ |
(0.02 |
) |
|
$ |
0.11 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
$ |
(0.03 |
) |
|
$ |
0.05 |
|
|
$ |
(0.02 |
) |
|
$ |
0.10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
26,680 |
|
|
|
25,862 |
|
|
|
26,611 |
|
|
|
25,779 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
|
26,680 |
|
|
|
26,986 |
|
|
|
26,611 |
|
|
|
27,057 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-more-
IMPACT OF NON-GAAP ADJUSTMENTS ON REPORTED NET INCOME (LOSS) (UNAUDITED)
(In thousands, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Three Months Ended |
|
|
|
June 30, 2006 |
|
|
June 30, 2005 |
|
|
|
As reported |
|
|
Adjustments |
|
|
Non-GAAP |
|
|
As reported |
|
|
Adjustments |
|
|
Non-GAAP |
|
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Design to-silicon-yield solutions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Integrated solutions |
|
$ |
10,477 |
|
|
$ |
|
|
|
$ |
10,477 |
|
|
$ |
12,267 |
|
|
$ |
|
|
|
$ |
12,267 |
|
Software licenses |
|
|
1,794 |
|
|
|
|
|
|
|
1,794 |
|
|
|
3,197 |
|
|
|
|
|
|
|
3,197 |
|
Gain share |
|
|
5,739 |
|
|
|
|
|
|
|
5,739 |
|
|
|
2,892 |
|
|
|
|
|
|
|
2,892 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue |
|
|
18,010 |
|
|
|
|
|
|
|
18,010 |
|
|
|
18,356 |
|
|
|
|
|
|
|
18,356 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of design-to-silicon-yield solutions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct cost of design-to-silicon-yield solutions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Integrated solutions |
|
|
6,645 |
|
|
|
(455 |
) (a) |
|
|
6,190 |
|
|
|
5,766 |
|
|
|
|
|
|
|
5,766 |
|
Software licenses |
|
|
29 |
|
|
|
|
|
|
|
29 |
|
|
|
101 |
|
|
|
|
|
|
|
101 |
|
Amortization of acquired core technology |
|
|
1,266 |
|
|
|
(1,266 |
)(b) |
|
|
|
|
|
|
1,266 |
|
|
|
(1,266 |
) (b) |
|
|
|
|
Research and development |
|
|
6,871 |
|
|
|
(568 |
)(a) |
|
|
6,303 |
|
|
|
5,687 |
|
|
|
(32 |
) (a) |
|
|
5,655 |
|
Selling, general and administrative |
|
|
4,866 |
|
|
|
(764 |
)(a) |
|
|
4,102 |
|
|
|
4,289 |
|
|
|
|
|
|
|
4,289 |
|
Amortization of other acquired intangible assets |
|
|
235 |
|
|
|
(235 |
)(b) |
|
|
|
|
|
|
235 |
|
|
|
(235 |
)(b) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total costs and expenses |
|
|
19,912 |
|
|
|
(3,288 |
) |
|
|
16,624 |
|
|
|
17,344 |
|
|
|
(1,533 |
) |
|
|
15,811 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations |
|
|
(1,902 |
) |
|
|
3,288 |
|
|
|
1,386 |
|
|
|
1,012 |
|
|
|
1,533 |
|
|
|
2,545 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and other income |
|
|
811 |
|
|
|
|
|
|
|
811 |
|
|
|
350 |
|
|
|
|
|
|
|
350 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before taxes |
|
|
(1,091 |
) |
|
|
3,288 |
|
|
|
2,197 |
|
|
|
1,362 |
|
|
|
1,533 |
|
|
|
2,895 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax provision (benefit) |
|
|
(244 |
) |
|
|
(1,201 |
)(a,b) |
|
|
(1,445 |
) |
|
|
20 |
|
|
|
22 |
(b) |
|
|
42 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
(847 |
) |
|
$ |
4,489 |
|
|
$ |
3,642 |
|
|
$ |
1,342 |
|
|
$ |
1,511 |
|
|
$ |
2,853 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share diluted |
|
$ |
(0.03 |
) |
|
$ |
0.16 |
|
|
$ |
0.13 |
|
|
$ |
0.05 |
|
|
$ |
0.06 |
|
|
$ |
0.11 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares diluted (c) |
|
|
26,680 |
|
|
|
27,866 |
|
|
|
27,866 |
|
|
|
26,986 |
|
|
|
26,986 |
|
|
|
26,986 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes: |
|
(a) |
|
The non-GAAP adjustments represent the reversal of stock-based compensation expense, net of taxes. |
|
(b) |
|
The non-GAAP adjustments represent the reversal of amortization of intangible assets, net of taxes. |
|
(c) |
|
The shares used in computing non-GAAP net income for the three months ended June 30, 2006 and 2005 include
the dilutive impact of common stock options. |
# # #
exv99w2
Exhibit 99.2
News Release
|
|
|
Investor Relations Contact:
|
|
Corporate Communications Contact: |
Steven Melman, V.P. of Investor Relations
|
|
Abbie Kendall, Principal |
PDF Solutions, Inc.
|
|
Armstrong Kendall, Inc. |
Tel: (408) 938-6445
|
|
Tel: (503) 672-4681 |
Email: steven.melman@pdf.com
|
|
Email: abbie@akipr.com |
PDF Solutions® Provides Financial Outlook For
The Third and Fourth Quarters of Fiscal 2006
SAN JOSE, Calif.July 20, 2006PDF 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, 2006 and
December 31, 2006, respectively.
PDF Solutions expects total revenue in the range of $19.2 million to $20.2 million for the
third fiscal quarter ending September 30, 2006. Gain share revenue for the third quarter is
expected to be in the range of $5.0 million to $5.5 million. On a GAAP basis, net income for the
third fiscal quarter of 2006 is projected in a range of $300,000 to $900,000, or $0.01 to $0.03 per
diluted share.
For the fourth fiscal quarter ending December 31, 2006, PDF Solutions expects total revenue in
the range of $21.2 million to $22.2 million. On a GAAP basis, net income for the fourth fiscal
quarter of 2006 is projected in a range of $800,000 to $1.4 million, or $0.03 to $0.05 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, 2006 is projected in a range of $3.4 million to $4.0
million, or $0.12 to $0.14 per diluted share. Non-GAAP net income for the fourth fiscal quarter
ending December 31, 2006 is projected in a range of $3.7 million to $4.3 million, or $0.13 to $0.15
per diluted share.
more
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 2006 results and financial outlook
for the third and fourth fiscal quarters of 2006. 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 companys 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.
Information Regarding Use of Non-GAAP Financial Measures:
In addition to providing guidance that is determined in accordance with Generally Accepted
Accounting Principles in the United States of America (GAAP), PDF Solutions also provides certain
non-GAAP financial measures that exclude the effects of stock-based compensation expense and
amortization of acquired intangible assets. PDF Solutions management believes that the
presentation of these measures provides useful supplemental information to investors regarding
PDFs operating results. These non-GAAP financial measures are used by management internally to
measure the companys profitability and performance. PDFs management believes that excluding the
effects of stock-based compensation expense and amortization of acquired intangible assets provides
a useful supplemental measure of the companys ongoing operations in light of the fact that neither
category of expense has a current effect on the future uses of cash nor do they have use with
regards to the generation of current or future revenues. This non-GAAP guidance should not be
considered an alternative to, or a substitute for, GAAP financial information, and may be different
from similarly titled non-GAAP measures used by other companies. In particular, these non-GAAP
financial measures are not a substitute for GAAP measures of income as a measure of performance, or
to cash flows from operating, investing and financing activities as a measure of liquidity. Since
management uses these non-GAAP financial measures internally to measure profitability and
performance, PDF has included these non-GAAP measures to give investors an opportunity to see the
company as viewed by management. A reconciliation of the non-GAAP financial measures to the most
directly comparable GAAP financial measure is provided at the end of this press release.
more
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, Japan and China.
For more information, visit www.pdf.com.
PDF SolutionsÒ is a registered trademark of PDF Solutions, Inc.
Forward-Looking Statements:
The statements in this press release regarding PDF Solutions outlook for its third and fourth
fiscal quarters of 2006, 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 PDFs
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, 2006, and its quarterly reports on Form 10-Q, most recently
filed on May 10, 2006. 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.
more
PDF SOLUTIONS, INC.
RECONCILIATION OF PROJECTED GAAP NET INCOME TO PROJECTED
NON-GAAP NET INCOME
(In thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ending |
|
|
|
September 30, 2006 |
|
PROJECTED RESULTS |
|
|
|
GAAP net income per share diluted |
|
$ |
0.01 |
|
|
to |
|
$ |
0.03 |
|
|
|
|
|
|
|
|
|
|
|
|
GAAP net income |
|
$ |
300 |
|
|
to |
|
$ |
900 |
|
Amortization of stock-based
compensation, net of taxes |
|
|
1,745 |
|
|
|
|
|
|
|
1,745 |
|
Amortization of acquired intangible
assets, net of taxes |
|
|
1,305 |
|
|
|
|
|
|
|
1,305 |
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP net income |
|
$ |
3,350 |
|
|
to |
|
$ |
3,950 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP net income per share diluted |
|
$ |
0.12 |
|
|
to |
|
$ |
0.14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares diluted |
|
|
28,250 |
|
|
|
|
|
|
|
28,250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ending |
|
|
|
December 31, 2006 |
|
PROJECTED RESULTS |
|
|
|
GAAP net income per share diluted |
|
$ |
0.03 |
|
|
to |
|
$ |
0.05 |
|
|
|
|
|
|
|
|
|
|
|
|
GAAP net income |
|
$ |
800 |
|
|
to |
|
$ |
1,400 |
|
Amortization of stock-based
compensation, net of taxes |
|
|
1,745 |
|
|
|
|
|
|
|
1,745 |
|
Amortization of acquired intangible
assets, net of taxes |
|
|
1,125 |
|
|
|
|
|
|
|
1,125 |
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP net income |
|
$ |
3,670 |
|
|
to |
|
$ |
4,270 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP net income per share diluted |
|
$ |
0.13 |
|
|
to |
|
$ |
0.15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares diluted |
|
|
28,750 |
|
|
|
|
|
|
|
28,750 |
|
|
|
|
|
|
|
|
|
|
|
|
# # #