0001120914false00011209142025-02-132025-02-13

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): February 13, 2025

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 Incorporation)

(I.R.S. Employer Identification No.)

2858 De La Cruz Boulevard

Santa Clara, CA 95050

(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:

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

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

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

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

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.00015 par value

PDFS

The NASDAQ Stock Market LLC

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.

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.

Item 2.02.  Results of Operations and Financial Condition.

On February 13, 2025, 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, 2024. 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, 2024. 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.

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.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

    

Description

99.1

Press Release dated February 13, 2025, regarding financial results and certain other information related to the fourth quarter and year ended December 31, 2024.

99.2

Management Report by PDF Solutions, Inc. as of February 13, 2025.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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/ Adnan Raza

Adnan Raza

EVP, Finance, and Chief Financial Officer (principal financial and accounting officer)

Dated: February 13, 2025

Exhibit 99.1

Graphic

2858 De La Cruz Boulevard, Santa Clara CA 95050 USA

+1.408.280.7900                                             www.pdf.com

News Release

Company Contacts:

 

Adnan Raza

Sonia Segovia

Chief Financial Officer

Investor Relations

Tel: (408) 516-0237

Tel: (408) 938-6491

Email: adnan.raza@pdf.com

Email: sonia.segovia@pdf.com

PDF Solutions® Announces Record 2024 Fourth Quarter and

Full Year Total Revenues

Santa Clara, CA, February 13, 2025, – PDF Solutions, Inc. (Nasdaq: PDFS), a leading provider of comprehensive data solutions for the semiconductor and electronics ecosystem, today announced financial results for its fourth quarter and year ended December 31, 2024.

Financial Highlights of Fourth Quarter 2024

Record quarterly total revenues of $50.1 million, up 22% over last year’s comparable quarter
Record quarterly analytics revenue of $47.9 million, up 22% over last year’s comparable quarter
GAAP gross margin of 68% and non-GAAP gross margin of 72%
GAAP diluted earnings per share (EPS) of $0.01 and non-GAAP diluted EPS of $0.25

Financial Highlights of Full Year 2024

Record full year total revenues of $179.5 million, up 8% over last year
Record full year analytics revenue of $169.3 million, up 11% over last year
GAAP gross margin of 70% and non-GAAP gross margin of 74%
GAAP diluted EPS of $0.10 and non-GAAP diluted EPS of $0.84
Backlog of $221.4 million as of December 31, 2024

Total revenues for the fourth quarter of 2024 were $50.1 million, compared to $46.4 million for the third quarter of 2024 and $41.1 million for the fourth quarter of 2023. Analytics revenue for the fourth quarter of 2024 was $47.9 million, compared to $44.8 million for the third quarter of 2024 and $39.1 million for the fourth quarter of 2023. Integrated Yield Ramp revenue for the fourth quarter of 2024 was $2.2 million, compared to $1.7 million for the third quarter of 2024 and $2.0 million for the fourth quarter of 2023. Total revenues for the full year 2024 and 2023 were $179.5 million and $165.8 million, respectively.

GAAP gross margin for the fourth quarter of 2024 was 68%, compared to 73% for the third quarter of 2024 and 68% for the fourth quarter of 2023. GAAP gross margin for the full year 2024 and 2023 was 70% and 69%, respectively.

Non-GAAP gross margin for the fourth quarter of 2024 was 72%, compared to 77% for the third quarter of 2024 and 72% for the fourth quarter of 2023. Non-GAAP gross margin for the full year 2024 and 2023 was 74% and 73%, respectively.

On a GAAP basis, net income for the fourth quarter of 2024 was $0.5 million, or $0.01 per diluted share, compared to net income of $2.2 million, or $0.06 per diluted share, for the third quarter of 2024, and net income of $0.9 million, or $0.02 per diluted share, for the fourth quarter of 2023. On a GAAP basis, net income for the full year 2024 was $4.1 million, or $0.10 per diluted share, compared to net income of $3.1 million, or $0.08 per diluted share, for the full year 2023.

Non-GAAP net income for the fourth quarter of 2024 was $9.9 million, or $0.25 per diluted share, compared to non-GAAP net income of $9.9 million, or $0.25 per diluted share, for the third quarter of 2024, and non-GAAP net income of $5.7 million, or $0.15 per diluted share, for the fourth quarter of 2023. Non-GAAP net income for the full year 2024 was $32.6 million, or $0.84 per diluted share, compared to non-GAAP net income of $28.5 million, or $0.73 per diluted share, for the full year 2023.

Cash, cash equivalents and short-term investments as of December 31, 2024, were $114.9 million.


PDF Solutions® Reports Fourth Quarter and Full Year 2024 Results

Financial Outlook

“We are pleased with the progress we are making with our customers. During the fourth quarter of 2024, we completed an ongoing manufacturing evaluation of an eProbe machine earlier than the customer’s schedule, resulting in the sale to this new leading edge customer, booked multiple Exensio deals, and saw growth in our Cimetrix connectivity business from runtime licenses.  In 2025, we expect our full year revenues to grow at a rate approaching 15% year over year,” said John Kibarian, CEO and President.

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/BI1b05df01d9534a648d4fd2cd753be31c. 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 2024 Financial Commentary Available Online

A Management Report reviewing the Company’s fourth quarter and full year 2024 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.

Information Regarding Use of Non-GAAP Financial Measures

In addition to providing results that are determined in accordance with accounting principles generally accepted 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 under costs of revenues. Non-GAAP net income excludes stock-based compensation expense, amortization of acquired technology under costs of revenues, amortization of other acquired intangible assets, and the effects of certain non-recurring items, such as expenses for certain legal proceedings, non-recurring legal, tax and accounting service-related costs, loss on damaged equipment in-transit, net of recovery from 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 and reconciling items. 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 and income has a current effect on the future uses of cash (with the exception of expenses related to certain legal proceedings and non-recurring legal, tax and accounting services) 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.

2


PDF Solutions® Reports Fourth Quarter and Full Year 2024 Results

Forward-Looking Statements

This 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 2025 and other statements identified by words such as “could,” “expects,” “intends,” “may,” “plans,” “potential,” “should,” “will,” “would,” or similar expressions and the negatives of those terms, that are subject to future events and circumstances. Other than statements of historical fact, all statements contained in this press release and the planned conference call are forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. 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: the effectiveness of the Company’s business and technology strategies; current semiconductor industry trends and competition; rates of  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 and investments in research and development; the continuing impact of macroeconomic conditions, including inflation, changing interest rates and tariffs, the evolving trade regulatory environment and geopolitical tensions, and other trends on the semiconductor industry, the Company’s customers, operations, and supply and demand for its products; supply chain disruptions; the success of the Company’s strategic growth opportunities and partnerships; recent and future acquisitions, strategic alliances and relationships and 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; the sufficiency of the Company’s cash resources and anticipated funds from operations; the Company’s ability to obtain additional financing if needed and its ability to use support and updates for certain open-source software; 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, 2023, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K and amendments to such reports. The forward-looking statements made in this press release and 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 Annual Report on Form 10-K for the year ended December 31, 2024. 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 Annual Report on Form 10-K.

About PDF Solutions

PDF Solutions (Nasdaq: PDFS) provides comprehensive data solutions designed to empower organizations across the semiconductor and electronics industry ecosystem to improve manufacturing yield, product quality and operational efficiency leading to 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 manufacturing equipment, collecting data generated during manufacturing and test operations, and using advanced analytics and machine learning models 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.

3


PDF Solutions® Reports Fourth Quarter and Full Year 2024 Results

PDF SOLUTIONS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(In thousands)

    

December 31, 

2024

    

2023

ASSETS

 

  

 

  

Current assets:

 

  

 

  

Cash and cash equivalents

 

$

90,594

$

98,978

Short-term investments

24,291

 

36,544

Accounts receivable, net

73,649

 

44,904

Prepaid expenses and other current assets

17,445

 

17,422

Total current assets

205,979

 

197,848

Property and equipment, net

48,465

 

37,338

Operating lease right-of-use assets, net

4,029

 

4,926

Goodwill

14,953

 

15,029

Intangible assets, net

12,307

 

15,620

Deferred tax assets, net

43

 

157

Other non-current assets

29,513

 

19,218

Total assets

$

315,289

$

290,136

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

  

Current liabilities:

 

Accounts payable

$

8,255

$

2,561

Accrued compensation and related benefits

16,855

 

14,800

Accrued and other current liabilities

8,752

 

4,633

Operating lease liabilities ‒ current portion

1,675

 

1,529

Deferred revenues ‒ current portion

24,930

 

25,750

Billings in excess of recognized revenues

75

 

1,570

Total current liabilities

60,542

 

50,843

Long-term income taxes

2,915

 

2,972

Non-current operating lease liabilities

3,504

 

4,657

Other non-current liabilities

2,291

 

2,718

Total liabilities

69,252

 

61,190

  

  

Stockholders’ equity:

  

 

  

Common stock and additional paid-in capital

502,908

473,301

Treasury stock, at cost

(159,352)

 

(143,923)

Accumulated deficit

(93,988)

 

(98,045)

Accumulated other comprehensive loss

(3,531)

 

(2,387)

Total stockholders’ equity

246,037

 

228,946

Total liabilities and stockholders’ equity

 

$

315,289

$

290,136

4


PDF Solutions® Reports Fourth Quarter and Full Year 2024 Results

PDF SOLUTIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(In thousands, except per share amounts)

Three months ended

Year ended

December 31, 

September 30, 

December 31, 

December 31, 

December 31, 

    

2024

    

2024

    

2023

    

2024

    

2023

Revenues:

 

 

  

  

  

  

  

Analytics

 

$

47,926

$

44,750

$

39,128

$

169,253

$

152,085

Integrated yield ramp

 

 

2,159

 

1,659

 

1,997

 

10,212

 

13,750

Total revenues

 

 

50,085

 

46,409

 

41,125

 

179,465

 

165,835

Costs and Expenses:

 

 

 

  

 

  

 

  

 

  

Costs of revenues

 

 

15,901

 

12,484

 

13,194

 

54,144

 

51,749

Research and development

 

 

14,417

 

13,516

 

12,308

 

53,566

 

50,736

Selling, general, and administrative

 

 

19,073

 

18,094

 

16,194

 

69,924

 

62,216

Amortization of acquired intangible assets

 

 

182

 

196

 

306

 

896

 

1,285

Interest and other expense (income), net

 

 

(962)

 

(1,511)

 

(1,020)

 

(5,644)

 

(5,020)

Income before income tax benefit (expense)

1,474

 

3,630

 

143

 

6,579

 

4,869

Income tax benefit (expense)

(935)

 

(1,424)

 

744

 

(2,522)

 

(1,764)

Net income

 

$

539

$

2,206

$

887

$

4,057

$

3,105

Net income per share:

 

Basic

$

0.01

$

0.06

$

0.02

$

0.11

$

0.08

Diluted

$

0.01

$

0.06

$

0.02

$

0.10

$

0.08

Weighted average common shares used to calculate net income per share:

Basic

38,783

38,710

38,269

38,602

38,015

Diluted

39,104

39,105

38,814

39,047

38,937

5


PDF Solutions® Reports Fourth Quarter and Full Year 2024 Results

PDF SOLUTIONS, INC.

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

(In thousands)

Three months ended

Year ended

December 31, 

 

September 30, 

 

December 31, 

 

December 31, 

December 31, 

 

    

2024

 

2024

 

2023

 

2024

    

2023

 

 

 

 

 

GAAP

 

  

  

  

  

 

  

Total revenues

$

50,085

$

46,409

$

41,125

$

179,465

$

165,835

Costs of revenues

 

15,901

 

12,484

 

13,194

 

54,144

 

51,749

GAAP gross profit

$

34,184

$

33,925

$

27,931

$

125,321

$

114,086

GAAP gross margin

 

68

%

 

73

%

 

68

%

 

70

%  

 

69

%

Non-GAAP

 

  

 

  

 

  

 

  

 

  

GAAP gross profit

$

34,184

$

33,925

$

27,931

$

125,321

$

114,086

Adjustments to reconcile GAAP to non-GAAP gross margin:

 

 

 

  

 

 

  

Stock-based compensation expense

 

1,336

 

 

1,366

 

 

1,147

 

 

5,087

 

4,169

 

Amortization of acquired technology

 

583

 

 

584

 

 

586

 

 

2,335

 

2,266

 

Non-GAAP gross profit

$

36,103

 

$

35,875

 

$

29,664

 

$

132,743

$

120,521

 

Non-GAAP gross margin

 

72

%

 

77

%

 

72

%

 

74

%  

 

73

%

6


PDF Solutions® Reports Fourth Quarter and Full Year 2024 Results

PDF SOLUTIONS, INC.

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

(In thousands, except per share amounts)

Three months ended

Year ended

December 31, 

September 30, 

December 31, 

December 31, 

December 31, 

2024

2024

2023

2024

2023

GAAP net income

  

$

539

  

$

2,206

  

$

887

  

$

4,057

  

$

3,105

Adjustments to reconcile GAAP net income to non-GAAP net income:

 

  

 

  

 

  

 

  

 

  

Stock-based compensation expense

 

6,507

 

6,730

 

5,923

 

25,047

 

21,484

Amortization of acquired technology under costs of revenues

 

583

 

584

 

586

 

2,335

 

2,266

Amortization of other acquired intangible assets

 

182

 

196

 

306

 

896

 

1,285

Expenses for certain legal proceedings (1)

 

69

 

 

75

 

69

 

2,600

Non-recurring legal, tax and accounting service-related costs

940

940

209

Loss on damaged equipment in-transit, net of (recovery) from previously written-off property and equipment

 

663

 

(55)

 

 

608

 

(105)

Tax impact of valuation allowance for deferred tax assets and reconciling items (2)

 

375

 

262

 

(2,060)

 

(1,335)

 

(2,374)

Non-GAAP net income

$

9,858

$

9,923

$

5,717

$

32,617

$

28,470

GAAP net income per diluted share

$

0.01

$

0.06

$

0.02

$

0.10

$

0.08

Non-GAAP net income per diluted share

$

0.25

$

0.25

$

0.15

$

0.84

$

0.73

Weighted average common shares used in GAAP net income per diluted share calculation

 

39,104

 

39,105

 

38,814

 

39,047

 

38,937

Weighted average common shares used in non-GAAP net income per diluted share calculation

39,104

39,105

38,814

39,047

38,937


(1)Represents legal costs and expenses related to certain litigation and an arbitration proceeding which are expected to continue until these matters are resolved.
(2)The difference between the GAAP and non-GAAP income tax provisions is primarily due to the valuation allowance on a GAAP basis and non-GAAP adjustments. For example, on a GAAP basis, the Company does not receive a deferred tax benefit for foreign tax credits or research and development credits after the valuation allowance. The Company’s non-GAAP tax rate and resulting non-GAAP tax expense is not calculated with a full U.S. federal or state valuation allowance due to the Company’s cumulative non-GAAP income and management’s conclusion that it is more likely than not to utilize its net deferred tax assets (DTAs). Each reporting period, management evaluates the need for a valuation allowance and may place a valuation allowance against its U.S. net DTAs on a non-GAAP basis if it concludes it is more likely than not that it will not be able to utilize some or all of its U.S. DTAs on a non-GAAP basis.

7


a

Exhibit 99.2

Graphic

Q4 2024 and Full Year 2024

Management Report

February 13, 2025

1


Contents

Q4 2024 and Full Year 2024 Results

–  Overview

–  Key Financial & Operating Metrics

–  Revenue by Geographic Area

Q4 2024 and Full Year 2024 Non-GAAP Results

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

–  Reconciliation of GAAP to Non-GAAP Spending by Function

Related Information

The following commentary is provided by management and should be referenced in conjunction with PDF Solutions’ Fourth Quarter and Full Year 2024 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.

Graphic

2


PDF Solutions Reports Fourth Quarter 2024 Results

Q4 2024 Key Metrics

financial results Summary

Revenue: $50.1M

GAAP Gross Margin: 68%

    Q4 2024 Total revenues of $50.1M, up 8% over Q3 2024, and up 22% over Q4 2023.

    Q4 2024 Analytics revenue of $47.9M, up 7% over Q3 2024, and up 22% over Q4 2023.

    Q4 2024 Integrated yield ramp revenue of $2.2M, up 30% over Q3 2024, and up 8% over Q4 2023.

Non-GAAP Gross Margin: 72%

GAAP Diluted EPS: $0.01

Non-GAAP Diluted EPS: $0.25

Operating Cash Flow: $1.6M

Cash Used for Capital Expenditures: $5.8M

Graphic

3


PDF Solutions Reports Full Year 2024 Results

Full Year 2024 Key Metrics

financial results Summary

Revenue: $179.5M

GAAP Gross Margin: 70%

    2024 Total revenues of $179.5M, up 8% over 2023.

    2024 Analytics revenue of $169.3M, up 11% over 2023.

    2024 Integrated yield ramp revenue of $10.2M, down 26% over 2023.

Non-GAAP Gross Margin: 74%

GAAP Diluted EPS: $0.10

Non-GAAP Diluted EPS: $0.84

Operating Cash Flow: $9.7M

Cash Used for Capital Expenditures: $17.8M

Graphic

4


Key Financial & Operating Metrics – Quarterly

(in thousands, except outstanding shares, which are in millions, and percentages)

Q4’24

  

  

Q3’24

  

  

Q2’24

  

  

Q1’24

  

  

Q4’23

Revenues

$50,085

$46,409

$41,661

$41,310

$41,125

GAAP Gross Margin

68%

73%

71%

67%

68%

Non-GAAP Gross Margin

72%

77%

75%

72%

72%

Outstanding Debt

 

$—

 

$—

$—

$—

$—

Operating Cash Flow

 

$1,606

 

$9,275

 

$684

($1,862)

$2,029

Cash Used for Capital Expenditures (CAPEX)

 

$5,847

 

$4,595

 

$5,320

$2,023

$2,408

$ Shares Repurchased

 

$—

 

$—

 

$—

$6,899

$—

Weighted Average Common Shares Outstanding

 

38.8

 

38.7

 

38.4

38.5

38.3

Effective Tax Rate Expense (Benefit)

 

63%

 

39%

 

2%

47%

(520)%

Graphic

5


Key Financial & Operating Metrics – Yearly

(in thousands, except outstanding shares, which are in millions, and percentages)

Year Ended December 31, 

2024

  

2023

  

2022

Revenues

 

 

$179,465

 

$165,835

 

$148,549

GAAP Gross Margin

 

70%

69%

68%

Non-GAAP Gross Margin

 

74%

73%

71%

Outstanding Debt

 

 

$—

 

$—

$—

Operating Cash Flow

 

 

$9,703

 

$14,600

 

$32,298

Cash Used for CAPEX

 

 

$17,785

 

$11,325

 

$8,430

$ Shares Repurchased

 

 

$6,899

 

$743

 

$22,471

Weighted Average Common Shares Outstanding

 

 

38.6

 

38.0

 

37.3

Effective Tax Rate Expense

 

 

38%

 

36%

 

830%

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6


Revenue by Geographic Area – Quarterly

(Dollars in thousands)

  

Q4’24

  

Q3’24

  

Q2’24

  

Q1’24

  

Q4’23

United States

 

$16,320

$21,065

$19,223

$17,733

$22,708

% of Total

 

33%

45%

46%

43%

55%

Japan

$11,932

$6,275

$7,932

$11,288

$2,460

% of Total

24%

14%

19%

27%

6%

China

 

$4,576

$5,673

$7,000

$4,853

$4,562

% of Total

 

9%

12%

17%

12%

11%

Taiwan

$1,150

$6,273

$954

$880

$4,679

% of Total

2%

14%

2%

2%

11%

Rest of the world

 

$16,107

$7,123

$6,552

$6,556

$6,716

% of Total

 

32%

15%

16%

16%

17%

Total revenues

 

$50,085

$46,409

$41,661

$41,310

$41,125

Graphic

7


Revenue by Geographic Area – Yearly

(Dollars in thousands)

  

Year Ended December 31, 

2024

2023

2022

United States

 

$74,341

$92,798

$73,625

% of Total

 

41%

56%

50%

Japan

 

$37,427

$10,465

$13,916

% of Total

 

21%

6%

9%

China

 

$22,102

$26,488

$24,494

% of Total

 

12%

16%

16%

Taiwan

$9,257

$9,339

$7,995

% of Total

5%

6%

6%

Rest of the world

$36,338

$26,745

$28,519

% of Total

21%

16%

19%

Total revenues

 

$179,465

$165,835

$148,549

Graphic

8


GAAP / Non-GAAP Presentation

In addition to providing results that are determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”), the Company also provides certain non-GAAP financial measures. Non-GAAP gross profit and margin exclude stock-based compensation expense and the amortization of acquired technology under costs of revenues. Non-GAAP net income excludes stock-based compensation expense, amortization of acquired technology under costs of revenues, amortization of other acquired intangible assets, and the effects of certain non-recurring items, such as expenses for certain legal proceedings, non-recurring legal, tax and accounting service-related costs, loss on damaged equipment in-transit, net of recovery from 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 and reconciling items. 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 and income has a current effect on the future uses of cash (with the exception of expenses related to certain legal proceedings and non-recurring legal, tax and accounting services) 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 included herein.

Graphic

9


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

Quarterly

(in thousands, except for per share amounts)

Q4’24

  

Q3’24

  

Q2’24

  

Q1’24

  

Q4’23

GAAP net income (loss)

$ 539

$ 2,206

$ 1,705

($ 393)

$ 887

Adjustments to reconcile GAAP net income (loss) to non-GAAP net income:

Stock-based compensation expense

6,507

6,730

5,700

6,110

5,923

Amortization of acquired technology under costs of revenues

583

584

584

584

586

Amortization of other acquired intangible assets

182

196

259

259

306

Expenses for certain legal proceedings (1)

69

75

Non-recurring legal, tax and accounting service-related costs

940

Loss on damaged equipment in-transit, net of (recovery) from previously written-off property and equipment

663

(55)

Tax impact of valuation allowance for deferred tax assets and reconciling items (2)

375

262

(1,159)

(813)

(2,060)

Non-GAAP net income

$ 9,858

$ 9,923

$ 7,089

$ 5,747

$ 5,717

GAAP net income (loss) per diluted share

$ 0.01

$ 0.06

$ 0.04

($ 0.01)

$ 0.02

Non-GAAP net income per diluted share

$ 0.25

$ 0.25

$ 0.18

$ 0.15

$ 0.15

Weighted average common shares used in GAAP net income (loss) per diluted share calculation

39,104

39,105

38,925

38,500

38,814

Weighted average common shares used in Non-GAAP net income per diluted share calculation

39,104

39,105

38,925

39,053

38,814


(1)Represents legal costs and expenses related to certain litigation and an arbitration proceeding which are expected to continue until these matters are resolved.
(2)The difference between the GAAP and non-GAAP income tax provisions is primarily due to the valuation allowance on a GAAP basis and non-GAAP adjustments. For example, on a GAAP basis, the Company does not receive a deferred tax benefit for foreign tax credits or research and development credits after the valuation allowance. The Company’s non-GAAP tax rate and resulting non-GAAP tax expense is not calculated with a full U.S. federal or state valuation allowance due to the Company’s cumulative non-GAAP income and management’s conclusion that it is more likely than not to utilize its net deferred tax assets (DTAs). Each reporting period, management evaluates the need for a valuation allowance and may place a valuation allowance against its U.S. net DTAs on a non-GAAP basis if it concludes it is more likely than not that it will not be able to utilize some or all of its U.S. DTAs on a non-GAAP basis.

Graphic

10


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

Yearly

(in thousands, except for per share amounts)

  

Year Ended December 31, 

2024

2023

2022

GAAP net income (loss)

$ 4,057

$ 3,105

($ 3,429)

Adjustments to reconcile GAAP net income (loss) to non-GAAP net income:

Stock-based compensation expense

25,047

21,484

19,649

Amortization of acquired technology

2,335

2,266

2,213

Amortization of other acquired intangible assets

896

1,285

1,270

Expenses for certain legal proceedings (1)

69

2,600

1,895

Non-recurring legal, tax and accounting service-related costs

940

209

Loss on damaged equipment in-transit, net of (recovery) from previously written-off property and equipment

608

(105)

Tax impact of valuation allowance for deferred tax assets and reconciling items (2)

(1,335)

(2,374)

1,326

Non-GAAP net income

$ 32,617

$ 28,470

$ 22,924

GAAP net income (loss) per diluted share

$ 0.10

$ 0.08

($ 0.09)

Non-GAAP net income per diluted share

$ 0.84

$ 0.73

$ 0.60

Weighted average common shares used in GAAP net income (loss) per diluted share calculation

39,047

38,937

37,309

Weighted average common shares used in Non-GAAP net income per diluted share calculation

39,047

38,937

38,130


(1)Represents legal costs and expenses related to certain litigation and an arbitration proceeding which are expected to continue until these matters are resolved.
(2)The difference between the GAAP and non-GAAP income tax provisions is primarily due to the valuation allowance on a GAAP basis and non-GAAP adjustments. For example, on a GAAP basis, the Company does not receive a deferred tax benefit for foreign tax credits or research and development credits after the valuation allowance. The Company’s non-GAAP tax rate and resulting non-GAAP tax expense is not calculated with a full U.S. federal or state valuation allowance due to the Company’s cumulative non-GAAP income and management’s conclusion that it is more likely than not to utilize its net DTAs. Each reporting period, management evaluates the need for a valuation allowance and may place a valuation allowance against its U.S. net DTAs on a non-GAAP basis if it concludes it is more likely than not that it will not be able to utilize some or all of its U.S. DTAs on a non-GAAP basis.

Graphic

11


Reconciliation of GAAP to Non-GAAP Spending by Function

Quarterly

(in thousands)

Q4’24

  

Q3’24

  

Q2’24

  

Q1’24

  

Q4’23

Cost of Revenue - GAAP

 

$ 15,901

$ 12,484

$ 12,230

$ 13,529

$ 13,194

Adjustments to reconcile GAAP Cost of Revenue to Non-GAAP Cost of Revenue:

 

Stock-based compensation expense

 

(1,336)

(1,366)

(1,185)

(1,200)

(1,147)

Amortization of acquired technology

 

(583)

(584)

(584)

(584)

(586)

Cost of Revenue - Non-GAAP

 

$ 13,982

$ 10,534

$ 10,461

$ 11,745

$ 11,461

Research & Development - GAAP

 

$ 14,417

$ 13,516

$ 12,649

$ 12,984

$ 12,308

Adjustments to reconcile GAAP R&D to Non-GAAP R&D:

Stock-based compensation expense

(2,318)

(2,375)

(2,063)

(2,202)

(2,102)

Research & Development - Non-GAAP

$ 12,099

$ 11,141

$ 10,586

$ 10,782

$ 10,206

Selling, General, & Administrative - GAAP

$ 19,073

$ 18,094

$ 16,259

$ 16,498

$ 16,194

Adjustment to reconcile GAAP SG&A to Non-GAAP SG&A:

Stock-based compensation expense

(2,853)

(2,989)

(2,452)

(2,708)

(2,674)

Expenses for certain legal proceedings (1)

(69)

(75)

Non-recurring legal, tax and accounting service-related costs

(940)

Selling, General, & Administrative - Non-GAAP

 

$ 15,211

$ 15,105

$ 13,807

$ 13,790

$ 13,445


(1)Represents legal costs and expenses related to certain litigation and an arbitration proceeding which are expected to continue until these matters are resolved.

Graphic

12


Reconciliation of GAAP to Non-GAAP Spending by Function

Yearly

(in thousands)

Year Ended December 31, 

2024

  

2023

  

2022

Cost of Revenue - GAAP

 

$ 54,144

$ 51,749

$ 47,907

Adjustments to reconcile GAAP Cost of Revenue to Non-GAAP Cost of Revenue:

 

Stock-based compensation expense

 

(5,087)

(4,169)

(2,974)

Amortization of acquired technology

 

(2,335)

(2,266)

(2,213)

Cost of Revenue - Non-GAAP

 

$ 46,722

$ 45,314

$ 42,720

Research & Development - GAAP

 

$ 53,566

$ 50,736

$ 56,126

Adjustments to reconcile GAAP R&D to Non-GAAP R&D:

Stock-based compensation expense

(8,958)

(7,711)

(9,391)

Research & Development - Non-GAAP

$ 44,608

$ 43,025

$ 46,735

Selling, General, & Administrative - GAAP

$ 69,924

$ 62,216

$ 45,338

Adjustment to reconcile GAAP SG&A to Non-GAAP SG&A:

Stock-based compensation expense

(11,002)

(9,604)

(7,284)

Expenses for certain legal proceedings (1)

(69)

(2,600)

(1,895)

Non-recurring legal, tax and accounting service-related costs

(940)

(209)

Selling, General, & Administrative - Non-GAAP

 

$ 57,913

$ 49,803

$ 36,159


(1)Represents legal costs and expenses related to certain litigation and an arbitration proceeding which are expected to continue until these matters are resolved.

Graphic

13


v3.25.0.1
Document and Entity Information
Feb. 13, 2025
Document and Entity Information [Abstract]  
Document Type 8-K
Document Period End Date Feb. 13, 2025
Entity Registrant Name PDF SOLUTIONS, INC.
Entity File Number 000-31311
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 25-1701361
Entity Address, Address Line One 2858 De La Cruz Boulevard
Entity Address, City or Town Santa Clara
Entity Address, State or Province CA
Entity Address, Postal Zip Code 95050
City Area Code 408
Local Phone Number 280-7900
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.00015 par value
Trading Symbol PDFS
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0001120914
Amendment Flag false

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