PDFS PDF Solutions Inc

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

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

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Date of Report (Date of Earliest Event Reported): February 15, 2024

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PDF SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

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000-31311

(Commission File Number)

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2858 De La Cruz Boulevard

Santa Clara, CA 95050

(Address of principal executive offices, with zip code)

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(408) 280-7900

(Registrant’s telephone number, including area code)

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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:

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☐   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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☐   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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☐   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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☐   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Securities registered pursuant to Section 12(b) of the Exchange Act:

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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Emerging growth company ☐

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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. ☐

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Table of Contents

TABLE OF CONTENTS

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Table of Contents

Item 2.02.  Results of Operations and Financial Condition.

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On February 15, 2024, PDF Solutions (the “Company”) issued a press release regarding its financial results and certain other information related to the fourth quarter and year ended December 31, 2023. The Company also posted on the Investors section of its website (www.pdf.com) a management report with regard to the fourth quarter and year ended December 31, 2023. Copies of the press release and management report are attached to this report as Exhibits 99.1 and 99.2, respectively. Information on the website is not, and will not be deemed, a part of this report or incorporated into any other filings the Company makes with the Securities and Exchange Commission.

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The information in this Item 2.02, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, and shall not be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

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Item 9.01.  Financial Statements and Exhibits.

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(d) Exhibits

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SIGNATURES

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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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Dated: February 15, 2024

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Exhibit 99.1

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2858 De La Cruz Boulevard, Santa Clara CA 95050 USA

+1.408.280.7900                                             www.pdf.com

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News Release

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PDF Solutions® Reports Fourth Quarter and Full Year 2023 Results

Santa Clara, CA, February 15, 2024, – PDF Solutions, Inc. (Nasdaq: PDFS), a leading provider of comprehensive data solutions for the semiconductor ecosystem, today announced financial results for its fourth quarter and year ended December 31, 2023.

Financial Highlights of Fourth Quarter 2023

Financial Highlights of Full Year 2023

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Total revenues for the fourth quarter of 2023 were $41.1 million, compared to $42.4 million for the third quarter of 2023 and $40.5 million for the fourth quarter of 2022. Analytics revenue for the fourth quarter of 2023 was $39.1 million, compared to $39.5 million for the third quarter of 2023 and $36.1 million for the fourth quarter of 2022. Integrated Yield Ramp revenue for the fourth quarter of 2023 was $2.0 million, compared to $2.9 million for the third quarter of 2023 and $4.5 million for the fourth quarter of 2022. Total revenues for the full year 2023 and 2022 were $165.8 million and $148.5 million, respectively.

GAAP gross margin for the fourth quarter of 2023 was 68%, compared to 66% for the third quarter of 2023 and 71% for the fourth quarter of 2022. GAAP gross margin for the full year 2023 and 2022 was 69% and 68%, respectively.

Non-GAAP gross margin for the fourth quarter of 2023 was 72%, compared to 70% for the third quarter of 2023 and 74% for the fourth quarter of 2022. Non-GAAP gross margin for the full year 2023 and 2022 was 73% and 71%, respectively.

On a GAAP basis, net income for the fourth quarter of 2023 was $0.9 million, or $0.02 per diluted share, compared to a net loss of $5.0 million, or ($0.13) per diluted share, for the third quarter of 2023, and a net income of $0.5 million, or $0.01 per diluted share, for the fourth quarter of 2022. On a GAAP basis, net income for the full year 2023 was $3.1 million, or $0.08 per diluted share, compared to a net loss of $3.4 million, or ($0.09) per diluted share, for the full year 2022.

Non-GAAP net income for the fourth quarter of 2023 was $5.7 million, or $0.15 per diluted share, compared to a non-GAAP net income of $8.0 million, or $0.20 per diluted share, for the third quarter of 2023, and non-GAAP net income of $7.4 million, or $0.19 per diluted share, for the fourth quarter of 2022. Non-GAAP net income for the full year 2023 was $28.5 million, or $0.73 per diluted share, compared to a non-GAAP net income of $22.9 million, or $0.60 per diluted share, for the full year 2022.

Cash, cash equivalents and short-term investments as of December 31, 2023 were $135.5 million.

PDF Solutions® Reports Fourth Quarter and Full Year 2023 Results

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Financial Outlook

The Company’s outlook for the year reflects both the short-term weakness in the semiconductor industry and the strength of our pipeline, bolstered by the macro trends of distributed manufacturing, energy electrification, and AI, which can drive significant growth. As a result, management expects revenue for the first half of 2024 to be flat over the comparable period of the prior year and for revenue for the second half of the year to grow by 20% over the comparable period of the prior year.

“Thanks to all our employees, contractors, and customers for the strong 2023 performance. Despite the macroenvironment, we are pleased with how we are positioned for 2024 and look forward to serving our customers,” said John Kibarian, CEO and President.

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PDF Solutions® Reports Fourth Quarter and Full Year 2023 Results

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Conference Call

As previously announced, PDF Solutions will discuss these results on a live conference call beginning at 2:00 p.m. Pacific Time / 5:00 p.m. Eastern Time today. To participate on the live call, analysts and investors should pre-register at: https://register.vevent.com/register/BI866d4f79f40f459e872fa6cec8a6dc7a. Registrants will receive dial-in information and a unique passcode to access the call. We encourage participants to dial into the call ten minutes ahead of the scheduled time. The teleconference will also be webcast simultaneously on the Company’s website at https://ir.pdf.com/webcasts. A replay of the conference call webcast will be available after the call on the Company’s investor relations website. A copy of this press release, including the disclosure and reconciliation of certain non-GAAP financial measures to the comparable GAAP measures, which non-GAAP measures may be used periodically by PDF Solutions’ management when discussing financial results with investors and analysts, will also be available on PDF Solutions’ website at http://www.pdf.com/press-releases following the date of this release.

Fourth Quarter and Full Year 2023 Financial Commentary Available Online

A Management Report reviewing the Company’s fourth quarter and full year 2023 financial results will be furnished to the Securities and Exchange Commission on Form 8-K and published on the Company’s website at http://ir.pdf.com/financial-reports. Analysts and investors are encouraged to review this commentary prior to participating in the conference call.

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PDF Solutions® Reports Fourth Quarter and Full Year 2023 Results

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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. Non-GAAP gross profit and margin exclude stock-based compensation expense and the amortization of acquired technology. Non-GAAP net income excludes stock-based compensation expense, amortization of acquired technology and other acquired intangible assets, and the effects of certain non-recurring items, such as expenses related to an arbitration proceeding for a disputed contract with a customer, acquisition-related costs, proceeds from  the sale of previously written-off property and equipment, and their related income tax effects, as applicable, as well as adjustments for the valuation allowance for deferred tax assets. These non-GAAP financial measures are used by management internally to measure the Company’s profitability and performance. PDF Solutions’ management believes that these non-GAAP measures provide useful supplemental information to investors regarding the Company’s ongoing operations in light of the fact that none of these categories of expense has a current effect on the future uses of cash (with the exception of expenses related to an arbitration proceeding for a disputed contract with a customer and acquisition-related costs) nor do they impact 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 differ 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 or loss 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 Solutions has included these non-GAAP measures to give investors an opportunity to see the Company’s financial results as viewed by management. A reconciliation of the comparable GAAP financial measures to the non-GAAP financial measures is provided at the end of the Company’s condensed consolidated financial statements presented below.

Forward-Looking Statements

The press release and the planned conference call include forward-looking statements regarding the Company’s future expected business performance and financial results, including expectations about total revenue growth for 2024, that are subject to future events and circumstances. Actual results could differ materially from those expressed in these forward-looking statements. Risks and uncertainties that could cause results to differ materially include, but are not limited to, risks associated with: expectations about the effectiveness of our business and technology strategies; expectations and integration concerns regarding recent and future acquisitions; current semiconductor industry trends; expectations of continued adoption of the Company’s solutions by new and existing customers; project milestones or delays and performance criteria achieved; cost and schedule of new product development; the impact of global economic trends and rising inflation and interest rates; supply chain disruptions; the success of the Company’s strategic growth opportunities and partnerships; customers’ production volumes under contracts that provide Gainshare royalties; possible impacts from the evolving trade regulatory environment and geopolitical tensions; and other risks set forth in PDF Solutions’ periodic public filings with the Securities and Exchange Commission, including, without limitation, its Annual Report on Form 10-K for the year ended December 31, 2022, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K and amendments to such reports. The forward-looking statements made in the conference call 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. The Company has not filed its Form 10-K for the year ended December 31, 2023. As a result, all financial results described in this earnings release should be considered preliminary, and are subject to change to reflect any necessary adjustments or changes in accounting estimates, that are identified prior to the time the Company files its Form 10-K.

About PDF Solutions

PDF Solutions (NASDAQ: PDFS) provides comprehensive data solutions designed to empower organizations across the semiconductor and electronics ecosystem to improve the yield and quality of their products and operational efficiency for increased profitability. The Company’s products and services are used by Fortune 500 companies across the semiconductor and electronics ecosystem to achieve smart manufacturing goals by connecting and controlling equipment, collecting data generated during manufacturing and test operations, and performing advanced analytics and machine learning to enable profitable, high-volume manufacturing.

Founded in 1991, PDF Solutions is headquartered in Santa Clara, California, with operations across North America, Europe, and Asia. The Company (directly or through one or more subsidiaries) is an active member of SEMI, INEMI, TPCA, IPC, the OPC Foundation, and DMDII. For the latest news and information about PDF Solutions or to find office locations, visit https://www.pdf.com.

PDF Solutions and the PDF Solutions logo are trademarks or registered trademarks of PDF Solutions, Inc. or its subsidiaries.

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4

PDF Solutions® Reports Fourth Quarter and Full Year 2023 Results

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PDF SOLUTIONS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(In thousands)

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PDF Solutions® Reports Fourth Quarter and Full Year 2023 Results

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PDF SOLUTIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(In thousands, except per share amounts)

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PDF Solutions® Reports Fourth Quarter and Full Year 2023 Results

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PDF SOLUTIONS, INC.

RECONCILIATION OF GAAP GROSS MARGIN TO NON-GAAP GROSS MARGIN (UNAUDITED)

(In thousands)

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PDF Solutions® Reports Fourth Quarter and Full Year 2023 Results

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PDF SOLUTIONS, INC.

RECONCILIATION OF GAAP NET INCOME (LOSS) TO NON-GAAP NET INCOME (UNAUDITED)

(In thousands, except per share amounts)

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Exhibit 99.2

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Q4 2023 and Full Year 2023

Management Report

February 15, 2024

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Contents

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–  Overview

–  Key Financial & Operating Metrics

–  Revenue by Geographic Area

–  Reconciliation of GAAP Net Income (Loss) to Non-GAAP Net Income

–  Reconciliation of GAAP to Non-GAAP Spending by Function

The following commentary is provided by management and should be referenced in conjunction with PDF Solutions’ Fourth Quarter and Full Year 2023 financial results press release available on its Investor Relations website at http://www.pdf.com/financial-news. These remarks represent management’s current views of the Company’s financial and operational performance and are provided to give investors and analysts further insight into its performance in advance of the earnings call webcast. The Company disclaims any duty to update this information for future events.

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PDF Solutions Reports Fourth Quarter 2023 Results

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PDF Solutions Reports Full Year 2023 Results

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Key Financial & Operating Metrics – Quarterly

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(in thousands, except share data, which is in millions, and percentages)

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Key Financial & Operating Metrics – Yearly

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(in thousands, except share data, which is in millions, and percentages)

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Revenue by Geographic Area – Quarterly

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(Dollars in thousands)

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Revenue by Geographic Area – Yearly

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(Dollars in thousands)

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GAAP / Non-GAAP Presentation

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In addition to providing results that are determined in accordance with Generally Accepted Accounting Principles in the United States of America (GAAP), the Company also provides certain non-GAAP financial measures. Non-GAAP gross profit excludes stock-based compensation expense and the amortization of acquired technology. Non-GAAP net income excludes stock-based compensation expense, amortization of acquired technology and other acquired intangible assets and the effects of certain non-recurring items, such as expenses related to an arbitration proceeding for a disputed contract with a customer, acquisition-related costs, proceeds from the sale of previously written-off property and equipment, and their related income tax effects, as applicable, as well as adjustments for the valuation allowance for deferred tax assets. These non-GAAP financial measures are used by management internally to measure the Company’s profitability and performance. PDF Solutions’ management believes that these non-GAAP measures provide useful supplemental measures to investors regarding the Company’s ongoing operations in light of the fact that none of these categories of expense has a current effect on the future uses of cash (with the exception of expenses related to an arbitration proceeding for a disputed customer contract, and acquisition related costs) nor do they impact 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 or loss as a measure of performance, or to cash flows from operating, investing and financing activities as a measure of liquidity. Management uses these non-GAAP financial measures internally to measure profitability and performance; these non-GAAP measures are presented here to give investors an opportunity to see the Company’s financial results as viewed by management. A detailed reconciliation of the adjustments made to comparable GAAP measures is included herein.

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Reconciliation of GAAP Net Income (Loss) to Non-GAAP Net Income

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