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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): January 11, 2007
PDF SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
000-31311
(Commission File Number)
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Delaware
(State or Other Jurisdiction of
Incorporation)
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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 January 11, 2007, the Registrant issued a press release regarding its preliminary financial
results for the fourth fiscal quarter of 2006 ended December 31, 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.
As previously announced, John Kibarian, CEO of the Registrant, and Keith Jones, CFO of the
Registrant, will host a live teleconference on Tuesday, February 6, 2007, beginning at 3:00 p.m.
Pacific Time to discuss the final results for the fourth quarter and full year ended December 31,
2006, as well as provide updated guidance for the fiscal year ending December 31, 2007. An archive
of the call and the webcast will be available on the Registrants website (www.pdf.com) until
Tuesday, March 6, 2007 at 11:59 p.m. Pacific Time.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
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Exhibit No. |
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Description |
99.1
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Press Release dated January 11, 2007 regarding the Registrants
preliminary results for the fourth quarter ended 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.
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PDF SOLUTIONS, INC.
(Registrant)
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By: |
/s/ Keith A. Jones
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Keith A. Jones |
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Vice President, Finance and
Chief Financial Officer |
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Dated: January 17, 2007
EXHIBIT INDEX
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Exhibit No. |
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Description |
99.1
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Press Release dated January 11, 2007 regarding the Registrants
preliminary results for the fourth quarter ended December 31,
2006. |
exv99w1
Exhibit 99.1
News Release
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Investor Relations Contact:
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Investor Relations Contact: |
P. Steven Melman
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Sonia Segovia |
V.P. of Investor Relations
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Investor Relations Coordinator |
PDF Solutions, Inc.
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PDF Solutions, Inc. |
Tel: (408) 938-6445
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Tel: (408) 938-6491 |
Email: steve.melman@pdf.com
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Email: sonia.segovia@pdf.com |
PDF Solutions® Announces Preliminary
Fourth Quarter 2006 Results and
Release Date for Final Financial Results
SAN JOSE, Calif. January 11, 2007PDF Solutions, Inc. (Nasdaq: PDFS) the leading
provider of process-design integration technologies to enhance IC manufacturability, today
announced preliminary results for its fourth fiscal quarter ended December 31, 2006. Results are
expected to be lower than the companys prior financial outlook provided on October 25, 2006.
PDF Solutions expects total revenue in the range of $18.7 million to $19.1 million for the
fourth fiscal quarter ending December 31, 2006. Gain share revenue for the fourth quarter is
expected to remain in the range of $4.5 million to $5.0 million. On a GAAP basis, the net loss for
the fourth fiscal quarter of 2006 is projected in a range of $1.1 million to $1.7 million, or
$(0.04) to $(0.06) per diluted share. These results include approximately $2.9 million, or $0.11
per share of stock-based compensation resulting from SFAS 123(R) and the write-off of in-process
research and development.
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 fourth fiscal quarter ending December 31, 2006 is expected in a range of $1.4 million to $2.0
million, or $0.05 to $0.07 per diluted share.
We are disappointed to announce preliminary financial fourth quarter results that are below our prior guidance, stated chief executive officer John Kibarian. For the first time
ever, a Letter of Agreement for an integrated yield ramp engagement, received from a new customer
~more~
during the third quarter of 2006, did not culminate in a full definitive agreement. This occurred
as a result of an unexpected drop in demand for our customers product that has driven a
significant delay in their new process development. In addition, our fourth quarter results were
impacted by unexpected delays in new software sales and revenue from yield ramp engagements
expected to close in the quarter. These were primarily the result of delays in planned purchases
due to a cautious business outlook from a few specific customers.
PDF Solutions cautions that these expected results are preliminary, based upon the best
information available to the company today and are subject to the closing of its financial records
and its year end audit by its independent accountants.
John Kibarian, CEO, and Keith Jones, CFO, will host a live teleconference on Tuesday, February
6, 2007, beginning at 3:00 p.m. Pacific Time / 6:00 p.m. Eastern Time to discuss the final results
for the fourth quarter and full year ended December 31, 2006, as well as providing updated guidance
for fiscal 2007.
An archive of the call and the webcast will be available on the companys website until
Tuesday, March 6, 2007 at 11:59 p.m. Pacific Time. To hear the replay when calling from within the
United States or Canada, call 1-800-642-1687. When calling from outside the United States or
Canada, call +1-706-645-9291. The access code for both replay options is 6342119.
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, and their related income tax effects. 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, and their income tax effects, 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 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-
~more~
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.
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. PDF Solutions also
offers the industry leading Yield Management System (YMS) software, dataPOWER®, and
Fault Detection and Classification (FDC) software, Maestria, to enhance yield improvement and
production control activities at leading fabrication facilities around the world. Headquartered in
San Jose, Calif., PDF Solutions operates worldwide with additional offices in Europe, Japan and
China. For more information, visit www.pdf.com.
Forward-Looking Statements:
Certain statements in this press release including, but not limited to, anticipated final
results for the fiscal fourth quarter ended December 31, 2006 are forward-looking statements that
are subject to risks and uncertainties that could cause results to be materially different than
expectations. Important factors that could cause actual results to differ materially include: the
results of closing its financial records and year end audit, as well as other factors detailed from
time to time in the reports PDF Solutions files with the Securities and Exchange Commission
including its Form 10-Q for the quarter ended September 30, 2006.
PDF SolutionsÒ is a registered trademark of PDF Solutions, Inc.
~more~
PDF SOLUTIONS, INC.
RECONCILIATION OF PROJECTED GAAP NET INCOME (LOSS) TO PROJECTED
NON-GAAP NET INCOME
(In thousands, except per share data)
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Three Months Ending |
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December 31, 2006 |
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PROJECTED RESULTS |
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GAAP net loss per share basic |
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$ |
(0.06 |
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to |
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$ |
( 0.04 |
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GAAP net loss |
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$ |
( 1,700 |
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to |
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$ |
(1,100 |
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Amortization of stock-based compensation, net of
taxes |
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1,590 |
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1,590 |
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Amortization of acquired intangible assets, net of
taxes |
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1,070 |
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1,070 |
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Write-off of in-process research & development, net |
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390 |
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390 |
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Non-GAAP net income |
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$ |
1,350 |
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to |
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$ |
1,950 |
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Non-GAAP net income per share diluted |
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$ |
0.05 |
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to |
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$ |
0.07 |
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Weighted average common shares basic |
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27,335 |
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27,335 |
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Weighted average common shares diluted |
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28,385 |
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28,385 |
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