PDF SOLUTIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(in thousands)


	Six Months Ended June 30,
	2021		2020
Cash flows from operating activities:
Net loss	$	(12,081)	$	(4,180)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization		3,345		3,375
Stock-based compensation expense		6,111		6,346
Amortization of acquired intangible assets		1,698		635
Amortization of costs capitalized to obtain revenue contracts		327		234
Deferred taxes		84		(4,384)
Others		133		175
Changes in operating assets and liabilities:
Accounts receivable		3,989		12,008
Prepaid expenses and other current assets		1,235		544
Operating lease right-of-use assets		740		704
Other non-current assets		362		1,624
Accounts payable		(1,723)		(3,993)
Accrued compensation and related benefits		(1,028)		198
Accrued and other liabilities		116		(133)
Deferred revenues		(3,514)		(1,120)
Billings in excess of recognized revenues		848		(620)
Operating lease liabilities		(837)		(783)
Net cash (used in) provided by operating activities		(195)		10,630

Cash flows from investing activities:
Proceeds from maturities of short-term investments		109,000		—
Purchases of short-term investments		(45,992)		—
Purchases of property and equipment		(1,121)		(3,940)
Net cash provided by (used in) investing activities		61,887		(3,940)

Cash flows from financing activities:
Proceeds from exercise of stock options		793		624
Proceeds from employee stock purchase plan		921		810
Payments for taxes related to net share settlement of equity awards		(2,350)		(2,273)
Repurchases of common stock		(4,523)		—
Net cash used in financing activities		(5,159)		(839)

Effect of exchange rate changes on cash and cash equivalents		(128)		(15)
Net change in cash, cash equivalents, and restricted cash		56,405		5,836
Cash, cash equivalents, and restricted cash at beginning of period		33,815		97,605
Cash, cash equivalents, and restricted cash at end of period	$	90,220	$	103,441

Reconciliation of cash, cash equivalents, and restricted cash to the balance sheets:
Cash and cash equivalents	$	87,201	$	103,441
Restricted cash		3,019		—
Total cash, cash equivalents, and restricted cash	$	90,220	$	103,441

Continued on next page.

PDF SOLUTIONS, INC.

~~CONDENDSED~~CONDENSED CONSOLIDATED STATEMENTS OF ~~STOCKHOLDERS’ EQUITY~~CASH FLOWS – CONTINUED

(unaudited)

(in thousands)

Six Months Ended June 30, 2019

Accumulated

Additional

Other

Total

Common Stock

Paid-In

Treasury Stock

Accumulated

Comprehensive

Stockholders’

Shares

Amount

Capital

Shares

Amount

Deficit

Loss

Equity

Balances, December 31, 2018
32,382 $ 5 $ 310,660 8,295 $ (79,142 ) $ (30,452 ) $ (1,276 ) $ 199,795
Issuance of common stock in connection with employee stock purchase plan
87 - 782 - - - - 782
Issuance of common stock in connection with exercise of options
87 - 518 - - - - 518
Vesting of restricted stock units
104 - - - - - - -
Purchases of treasury stock in connection with tax withholdings on restricted stock grants
- - - 54 (557 ) - - (557 )
Repurchases of common stock
(314 ) - - 314 (3,917 ) - - (3,917 )
Stock-based compensation expense
- - 3,469 - - - - 3,469
Comprehensive loss
- - - - - (2,691 ) (52 ) (2,743 )
Balances, March 31, 2019
32,346 5 315,429 8,663 (83,616 ) (33,143 ) (1,328 ) 197,347
Issuance of common stock in connection with exercise of options
69 - 326 - - - - 326
Vesting of restricted stock units
176 - - - - - - -
Purchases of treasury stock in connection with tax withholdings on restricted stock grants
- - - 72 (918 ) - - (918 )
Repurchases of common stock
(300 ) 300 (3,790 ) (3,790 )
Stock-based compensation expense
- - 2,601 - - - - 2,601
Comprehensive income (loss)
- - - - - (710 ) 36 (674 )
Balances, June 30, 2019
32,291 $ 5 $ 318,356 9,035 $ (88,324 ) $ (33,853 ) $ (1,292 ) $ 194,892


	Six Months Ended June 30,
	2021		2020
Supplemental disclosure of cash flow information:
Cash paid during the period for taxes	$	1,275	$	1,765
Cash paid for amounts included in the measurement of operating lease liabilities	$	1,076	$	922

Supplemental disclosure of noncash information:
Stock-based compensation capitalized as software development costs	$	—	$	190
Property and equipment received and accrued in accounts payable and accrued and other liabilities	$	530	$	280
Advances for purchase of fixed assets transferred from prepaid assets to property and equipment	$	963	$	—
Release of restricted cash reducing goodwill due to the acquisition purchase price adjustment	$	469	$	—
Operating lease liabilities arising from obtaining right-of-use assets	$	—	$	151

See accompanying Notes to Condensed Consolidated Financial Statements (unaudited)

~~Table of Contents~~

PDF SOLUTIONS, INC.

~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS~~

~~(unaudited)~~

~~(in thousands)~~

For the Six Months Ended June 30,

2020

2019

Cash flows from operating activities:

Net loss
$ (4,180 ) $ (3,401 )
Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and amortization
3,375 2,634
Stock-based compensation expense
6,346 5,910
Amortization of acquired intangible assets
635 549
Amortization of costs capitalized to obtain revenue contracts
234 227
Reversal of allowance for doubtful accounts
(23 ) —
Loss on disposal and write-down in carrying value of property and equipment
311 130
Unrealized foreign currency (gain) loss
(113 ) 58
Unrealized gain on foreign currency forward contract — (55 )
Deferred taxes
(4,384 ) (2,423 )
Changes in operating assets and liabilities:

Accounts receivable
12,008 (811 )
Prepaid expenses and other current assets
544 532
Operating lease right-of-use assets
704 696
Other non-current assets
1,624 (485 )
Accounts payable
(3,993 ) 188
Accrued compensation and related benefits
198 433
Accrued and other liabilities
(133 ) (294 )
Deferred revenues
(1,120 ) 1,189
Billings in excess of recognized revenues
(620 ) 453
Operating lease liabilities
(783 ) (564 )
Net cash provided by operating activities
10,630 4,966

Cash flows from investing activities:

Purchases of property and equipment
(3,940 ) (4,004 )
Payment for business acquisition
— (2,660 )
Cash used in investing activities
(3,940 ) (6,664 )

Cash flows from financing activities:

Proceeds from exercise of stock options
624 844
Proceeds from employee stock purchase plan
810 782
Payments for taxes related to net share settlement of equity awards
(2,273 ) (1,475 )
Repurchases of common stock
— (7,707 )
Net cash used in financing activities
(839 ) (7,556 )

Effect of exchange rate changes on cash and cash equivalents
(15 ) (18 )
Net change in cash and cash equivalents
5,836 (9,272 )
Cash and cash equivalents, beginning of period
97,605 96,089
Cash and cash equivalents, end of period
$ 103,441 $ 86,817

Supplemental disclosure of cash flow information:

Cash paid during the period for taxes
$ 1,765 $ 887
Cash paid for amounts included in the measurement of operating lease liabilities
$ 922 $ 781
Supplemental disclosure of noncash information:

Stock-based compensation capitalized as software development costs
$ 190 $ 168
Property and equipment received and accrued in accounts payable and accrued and other liabilities
$ 280 $ 859
Operating lease liabilities arising from obtaining right-of-use assets $ 151 $ —

~~See accompanying Notes to Condensed Consolidated Financial Statements (unaudited)~~

~~Table of Contents~~

~~PDF SOLUTIONS, INC.~~

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The interim unaudited condensed consolidated financial statements included herein have been prepared by PDF Solutions, Inc. (the “Company”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), including the instructions to the Quarterly Report on Form 10-Q10-Q and Article 10 of Regulation S-X.S-X. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. The interim unaudited condensed consolidated financial statements reflect, in the opinion of management, all adjustments necessary (consisting only of normal recurring adjustments), to present a fair statement of results for the interim periods presented. The operating results for any interim period are not necessarily indicative of the results that may be expected for other interim periods or the full fiscal year. The accompanying interim unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto in the Company’s Annual Report on Form 10-K10-K for the year ended December 31, ~~2019.~~

2020.

The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries after the elimination of all intercompany balances and transactions.

The condensed consolidated balance sheet at December 31, ~~2019,~~ 2020, has been derived from the audited consolidated financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America.

~~Reclassification of Prior Period Amounts~~

Certain prior period amounts have been reclassified to conform to the current year presentation of reporting unrealized foreign currency (gain) loss, operating lease right-of-use assets, and operating lease liabilities on the Condensed Consolidated Statements of Cash Flows. This reclassification had no ~~effect on the Company’s reported net loss or net cash used in operating activities.~~

~~Change in Presentation~~

~~In the~~ ~~fourth~~ ~~quarter of~~ ~~2019,~~ in order to enhance the transparency of our revenue reporting, the Company updated its Condensed Consolidated Statements of Comprehensive Loss to change its historical presentation of revenue categories. Previously, the Company presented revenue on ~~two~~ lines: Solutions and Gainshare performance incentives. Included within Solutions, was revenue from software and related revenue, SaaS solutions, Design-for-Inspection (DFI™) licenses, and fixed-price project-based solution implementation services. The previous Gainshare performance incentive category included only revenue from performance incentive programs. The Company now presents revenue in the following categories: Analytics and Integrated Yield Ramp. Integrated Yield Ramp revenue is comprised of all revenue from the Company’s Integrated Yield Ramp services engagements that include performance incentives based on customers’ yield achievement, i.e. both fixed-fees and Gainshare royalty from such engagements. Analytics comprises all other revenue, including from the Company’s licenses and services for Exensio® Software, Exensio SaaS, DFI and Characterization Vehicle (CV®) systems that do ~~not~~ ~~include performance incentives based on customers’ yield achievement.~~

~~Table of Contents~~

~~The change in presentation of revenue does~~ ~~not~~ ~~change the Company’s net revenues or total cost of net revenues. The following table shows reclassified amounts to conform to the current period’s presentation (in thousands):~~

For the Three Months Ended June 30, 2019

For the Six Months Ended June 30, 2019

Change in

Change in

Previously

Presentation

Current

Previously

Presentation

Current

Reported

Reclassification

Presentation

Reported

Reclassification

Presentation

Revenues:

Solutions
$ 13,429 $ (13,429 ) N/A $ 30,090 $ (30,090 ) N/A
Gainshare performance incentives
7,139 (7,139 ) N/A 11,019 (11,019 ) N/A
Analytics
N/A 11,974 $ 11,974 N/A 23,408 $ 23,408
Integrated Yield Ramp
N/A 8,594 8,594 N/A 17,701 17,701
Total revenues
$ 20,568 $ — $ 20,568 $ 41,109 $ — $ 41,109

Since certain costs of revenues are attributed to both Analytics and Integrated Yield Ramp revenue categories, the Company believes it is more appropriate and meaningful to present the Condensed Consolidated Statements of Comprehensive Loss under a ~~one~~~~-step presentation format that excludes any measure of gross margin. In the~~ ~~fourth~~ ~~quarter of~~ ~~2019,~~ ~~the Company elected to change its Condensed Consolidated Statements of Comprehensive Loss presentation from a~~ ~~two~~~~-step presentation, where total costs of revenues was deducted from total revenues to report a gross profit line, to a~~ ~~one~~~~-step presentation, where total costs and expenses are deducted from total revenues. The change in presentation does~~ ~~not~~ ~~change previously presented amounts for costs of revenues, operating expenses and other expenses (income), or loss before income taxes.~~

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates in these financial statements include revenue recognition, assumptions made in analysis of allowance for doubtful accounts, impairment of goodwill and long-lived assets, realization of deferred tax assets (“DTAs”), and accounting for lease obligations, stock-based compensation expense, and income taxes. Actual results could differ from those estimates.

The global ~~COVID-~~19COVID-19 pandemic has impacted the operations and purchasing decisions of companies worldwide. It also has created and may continue to create significant uncertainty in the global economy. The Company has undertaken measures to protect its employees, partners, customers, and vendors. In addition, the Company’s personnel worldwide are subject to various travel restrictions, which limit the ability of the Company to provide services to customers and its affiliates. ~~This impacts~~The Company believes the ~~Company's normal operations.~~lack of an ability to meet in person in most of 2020 through the first half of 2021 may have made it harder for us to sell complex or new technologies to new customers during 2020 and 2021. Once the Company can again begin to meet with customers in person, it may improve traction with new customers. To date, the Company has been able to provide uninterrupted access to its products and services due to its globally distributed workforce, many of whom are working remotely, and its pre-existing infrastructure that supports secure access to the Company’s internal systems. If, however, the ~~COVID-~~19COVID-19 pandemic, including spikes in different regions from time to time, has a substantial impact on the productivity of the Company’s employees, or supplies, or its partners’ or customers’ decision to use the Company’s products and services, the results of the Company’s operations and overall financial performance may be adversely impacted. The duration and extent of the impact from the ~~COVID-~~19COVID-19 pandemic depends on future developments that cannot be accurately predicted at this time. As of the date of issuance of the condensed consolidated financial statements, the Company is not aware of any specific event or circumstance that would require updates to the Company’s estimates and judgments or revisions to the carrying value of its assets or liabilities. These estimates may change, as new events occur and additional information is obtained, and are recognized in the ~~condensed~~ condensed

consolidated financial statements as soon as they become known. Actual results could differ from those estimates and any such differences may be material to the financial statements.

~~Recently Adopted~~Recent Accounting Standards

~~Intangibles – Goodwill and Other~~

Accounting Standards Adopted

In ~~January 2017,~~ December 2019, the Financial Accounting Standards Board ~~(or FASB)~~(“FASB”) issued Accounting Standard Update (“ASU”) No. 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes, related to simplifying the accounting for income taxes. The guidance eliminates certain exceptions from Accounting Standards ~~Update (ASU)~~ ~~No.~~~~2017~~-~~04,~~ ~~Intangibles – Goodwill~~Codification (“ASC”) 740 related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and ~~Other (Topic~~ ~~350~~~~). This standard eliminates step~~ 2 ~~from~~ the ~~annual goodwill impairment test. This update was~~recognition of deferred tax liabilities for outside basis differences. The guidance also clarifies and simplifies other aspects of the accounting for income taxes. The guidance is effective for the Company beginning in the first quarter of ~~2020.~~2021 on a prospective basis. The Company adopted this standard on January 1, ~~2020,~~ 2021, and it did not have a ~~material impact on its condensed consolidated financial statements and footnote disclosures.~~

~~Table of Contents~~

~~Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract~~

In ~~August 2018,~~ ~~the FASB issued ASU~~ ~~No.~~~~2018~~-~~15,~~ ~~Intangibles – Goodwill and Other – Internal-Use Software (Subtopic~~ ~~350~~-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. The new guidance clarifies the accounting for implementation costs incurred to develop or obtain internal-use software in cloud computing arrangements. Further, the standard also requires entities to expense the capitalized implementation costs of a hosting arrangement over the term of the hosting arrangement. This standard was effective for the Company beginning in the ~~first~~ ~~quarter of~~ ~~2020.~~ ~~ASU~~ ~~No.~~~~2018~~-15 ~~should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The Company adopted ASU~~ ~~No.~~~~2018~~-15 on ~~January 1, 2020~~ ~~on a prospective basis. There was~~ no material impact on the Company’s condensed consolidated financial statements ~~as a result of adoption of~~or the related disclosures.

In January 2020, the FASB issued ASU No.~~2018~~-~~15.~~ ~~As of~~ ~~June 30, 2020,~~ 2020-01-Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)-Clarifying the ~~implementation costs capitalized by~~Interactions between Topic 321, Topic 323, and Topic 815. This ASU clarifies the ~~Company pertaining to a cloud computing arrangement~~interaction between accounting standards related to ~~sales order~~equity securities (ASC 321), equity method investments (ASC 323), and ~~customer relation management amounted to $0.2 million.~~certain derivatives (ASC 815). The ~~capitalized implementation costs were included~~amendments in ~~“Other noncurrent assets”~~this ASU are effective for fiscal years beginning after December 15, 2020. The Company adopted this standard on ~~the Condensed Consolidated Balance sheet~~January 1, 2021, and ~~within the operating activities section of the Company’s Condensed Consolidated Statement of Cash Flows for the~~ ~~six~~ ~~months ended~~ ~~June 30, 2020.~~ When the module or component of the hosting arrangement is ready for its intended use, the Company expects to amortize the capitalized implementation costs over the respective noncancellable period of the arrangement plus the period covered by an option to extend the arrangement that is reasonably certain of being exercised. There has been 0 amortization expense related these assets for the ~~three~~ ~~and~~ ~~six~~ ~~months ended~~ ~~June 30, 2020.~~

~~Management has reviewed other recently issued accounting pronouncements and has determined there are~~ it did not ~~any that would~~ have a material impact on the Company’s condensed consolidated financial ~~statements.~~statements or the related disclosures.

Accounting Standards Not Yet ~~Effective~~

Adopted

In June 2016, the FASB issued ASU No.~~2016~~-~~13,~~ 2016-13, Financial Instruments – Credit Losses (Topic ~~326~~)326): Measurement of Credit Losses on Financial Instruments (ASU ~~2016~~-13)2016-13), which requires measurement and recognition of expected credit losses for financial assets held at the reporting date based on internal information, external information, or a combination of both relating to past events, current conditions, and reasonable and supportable forecasts. ASU No.~~2016~~-13 2016-13 replaces the existing incurred loss impairment model with a forward-looking expected credit loss model, which will result in earlier recognition of credit losses. Subsequent to the issuance of ASU No.~~2016~~-~~13,~~ 2016-13, the FASB issued ASU No.~~2018~~-~~19,~~ 2018-19, Codification Improvements to Topic 326, Financial Instruments – Credit Losses, ASU No.~~2019~~-~~04,~~ 2019-04, Codification Improvements to Topic 326, Financial Instruments – Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instrument, ASU No.~~2019~~-~~05,~~ 2019-05, Financial Instruments – Credit Losses (Topic ~~326~~)326) Targeted Transition Relief, ASU No.~~2016~~-~~13,~~ 2016-13, ASU No.~~2019~~-10 2019-10 Financial Instruments-Credit Losses (Topic ~~326~~)326), Derivatives and Hedging (Topic ~~815~~)815), and Leases (Topic ~~842~~)842), and ASU No.~~2019~~-11 2019-11 Codification Improvements to Topic 326, Financial Instruments-Credit Losses. The subsequent ASUs do not change the core principle of the guidance in ASU No.~~2016~~-~~13.~~ 2016-13. Instead, these amendments are intended to clarify and improve operability of certain topics included within ASU No.~~2016~~-~~13.~~

2016-13.

Additionally, ASU No.~~2019~~-10 2019-10 defers the effective date for the adoption of the new standard on credit losses for public filers that are considered small reporting companies (“SRC”) as defined by the SEC to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, which will be fiscal 2023 for the Company if it continues to be classified as aan SRC. In February 2020, the FASB issued ASU ~~2020~~-~~02,~~2020-02, which provides guidance regarding methodologies, documentation, and internal controls related to expected credit losses. The subsequent amendments will have the same effective date and transition requirements as ASU No.~~2016~~-~~13.~~ 2016-13. Early adoption is permitted. Topic 326 requires a modified retrospective approach by recording a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. While the Company is currently evaluating the impact of Topic 326, the Company does not expect the adoption of this ASU to have a material impact on its condensed consolidated financial statements ~~and~~or the related disclosure.

In ~~December 2019,~~ August 2020, the FASB issued ASU No.~~2019~~-~~12,~~ ~~Income Taxes (Topic~~ ~~740~~~~) related~~ 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-20): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which is intended to ~~simplifying~~simplify the accounting for ~~income taxes.~~certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The guidance isallows for either full retrospective adoption or modified retrospective adoption. Additionally, the ASU will require entities to use the “if-converted” method when calculating diluted earnings per share for convertible instruments. The ASU will be effective for ~~the Company~~annual reporting periods beginning ~~in the~~ ~~first~~ ~~quarter of~~ ~~2021~~ ~~on a prospective basis.~~after December 15, 2023 for SRCs and interim periods within those annual periods. Early adoption is permitted. The Company ~~is currently evaluating the impact of this ASU, and~~ does not anticipate that the adoption of this ASU will have a significant impact on its condensed consolidated financial statements or the related disclosures.

In ~~January 2020,~~ Management has reviewed other recently issued accounting pronouncements issued or proposed by the FASB, ~~issued ASU~~ ~~No.~~~~2020~~-01~~-Investments-Equity Securities (Topic~~ ~~321~~~~), Investments-Equity Method~~ and ~~Joint Ventures (Topic~~ ~~323~~~~), and Derivatives and Hedging (Topic~~ ~~815~~~~)-Clarifying the Interactions between Topic~~ ~~321,~~ ~~Topic~~ ~~323,~~ ~~and Topic~~ ~~815.~~ ~~This ASU clarifies the interaction between~~does not believe any of these accounting ~~standards related to equity securities (ASC~~ ~~321~~~~), equity method investments (ASC~~ ~~323~~~~), and certain derivatives (ASC~~ ~~815~~~~). The amendments in this ASU are effective for fiscal years beginning after~~ ~~December 15, 2020.~~ ~~The Company does~~ ~~not~~ ~~anticipate that the adoption of this ASU~~pronouncements has had or will have a ~~significant~~material impact on ~~its~~the condensed consolidated financial ~~statements or the related disclosures.~~statements.

~~Table of Contents~~

2. REVENUE FROM CONTRACTS WITH CUSTOMERS

The Company derives revenue from ~~two~~2 sources: Analytics revenue and Integrated Yield Ramp revenue.

The Company recognizes revenue in accordance with ~~Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”)~~FASB ASC Topic 606, Revenue from Contracts with Customers, and its related amendments (collectively known as “ASC 606”). ASC 606 outlines a single comprehensive model to use in accounting for revenue arising from contracts with customers. Revenue is recognized when control of products or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those promised products or services.

The Company determines revenue recognition through the following five steps:

●

Identification of the contract, or contracts, with a customer

●

Identification of the performance obligations in the contract

●

Determination of the transaction price

●

Allocation of the transaction price to the performance obligations in the contract

●

Recognition of revenue when, or as, performance obligations are satisfied

The Company accounts for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance, and collectability of consideration is probable.

Contracts with multiple performance obligations

The Company enters into contracts that can include various combinations of licenses, products and services, some of which are distinct and are accounted for as separate performance obligations. For contracts with multiple performance obligations, the Company allocates the transaction price of the contract to each performance obligation on a relative basis using the standalone selling price.

Analytics Revenue

Analytics revenue is derived from the following primary offerings: licenses and services for standalone software (which is primarily Exensio^® and Cimetrix^® products), SaaS (which is primarily Exensio ~~Software, Exensio SaaS, DFI~~products), and DFI™ systems and CV^® systems that do not include performance incentives based on customers’ yield achievement.

Revenue from standalone ~~Exensio Software~~software is recognized depending on whether the license is perpetual or time-based. Perpetual (~~one~~~~-time~~(one-time charge) license software is recognized at the time of the inception of the arrangement when control transfers to the customers, if the software license is ~~distinct~~considered as a separate performance obligation from the services

offered by ~~us.~~the Company. Revenue from post-contract support is recognized over the contract term on a straight-line basis, because we are providing (i) support and (ii) unspecified software updates on a when-and-if available basis over the contract term. Revenue from time-based-licensed software is allocated to each performance obligation and is recognized either at a point in time or over time as follows. The license component is recognized at the time when control transfers to ~~the customer,~~customers, with the post-contract support component recognized ratably over the committed term of the contract. For contracts with any combination of licenses, support, and other services, distinct performance obligations are accounted for separately. For contracts with multiple performance obligations, we allocate the transaction price of the contract to each performance obligation on a relative basis using the standalone selling price ~~(or SSP)~~(“SSP”) attributed to each performance obligation.

Revenue from ~~Exensio~~ SaaS arrangements, which allow for the use of a cloud-based software product or service over a contractually determined period of time without ~~taking~~the customer having to take possession of software, is accounted for as ~~subscriptions~~a subscription and is recognized as revenue ratably, on a straight-line basis, over the subscription period beginning on the date the service is first made available to customers.

For contracts with any combination of SaaS and related services, distinct performance obligations are accounted for separately. For contracts with multiple performance obligations, we allocate the transaction price of the contract to each performance obligation on a relative basis using SSP attributed to each performance obligation.

Revenue from DFI systems and CV systems that do not include performance incentives based on customers’ yield achievement is recognized primarily as services are performed. Where there are distinct performance obligations, the Company allocates revenue to all deliverables based on their SSPs. For ~~these~~those contracts with multiple performance obligations, the Company ~~allocate~~allocates the transaction price of the contract to each performance obligation on a relative basis using SSP attributed to each performance obligation. Where there are not discrete performance obligations, historically, revenue is primarily recognized as services are performed using a percentage of completion method based on costs or labor-hours inputs, whichever is the most appropriate measure of the progress towards completion of the contract. The estimation of percentage of completion method is complex and subject to many variables that require significant judgement. Please refer to “Significant Judgments” section of this Note for further discussion.

~~Table of Contents~~

Integrated Yield Ramp Revenue

~~The~~ Integrated Yield Ramp revenue is derived from the Company’s fixed-fee engagements that include performance incentives based on customers’ yield achievement ~~and~~(which consists primarily of Gainshare ~~royalties,~~royalties) typically based on customer’s wafer shipments, pertaining to these fixed-price ~~contracts.~~

contracts, which royalties are variable.

Revenue under these project–based contracts, which are delivered over a specific period of time, typically for a fixed fee component paid on a set schedule, is recognized as services are performed using a percentage of ~~completion.~~completion method based on costs or labor-inputs, whichever is the most appropriate measure of the progress towards completion of the contract. Where there are distinct performance obligations, the Company allocates revenue to all deliverables based on their SSPs and allocates the transaction price of the contract to each performance obligation on a relative basis using SSP. Similar to the services provided in connection with DFI systems and CV systems that are contributing to Analytics revenue, due to the nature of the work performed in these arrangements, the estimation of percentage of completion method is complex and subject to many variables that require significant judgement. Please refer to “Significant Judgments” section of this Note for further discussion.

The Gainshare royalty contained in IYR contracts is a variable fee related to continued usage of the Company’s intellectual property after the fixed-fee service period ends, based on ~~the customers’~~a customer’s yield achievement. Revenue derived from Gainshare is contingent upon the Company’s customers reaching certain defined production yield levels. Gainshare royalty periods are generally subsequent to the delivery of all contractual services and performance obligations. The Company records Gainshare as a usage-based royalty derived from customers’ usage of intellectual property and records it in the same period in which the usage occurs.

Disaggregation of Revenue

The Company disaggregates revenue from contracts with customers into the timing of the transfer of goods and services and the geographical regions. The Company determined that disaggregating revenue into these categories achieves the disclosure objective to depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.

The Company’s performance obligations are satisfied either over time or at a point-in-time. The following table represents a disaggregation of revenue by timing of revenue:

	*Three Months Ended June 30,*						*Six Months Ended June 30,*
	*2020*			*2019*			*2020*			*2019*

													Three Months Ended June 30,				Six Months Ended June 30,
													2021		2020		2021		2020
Over time		64	%		58	%		61	%		66	%	57	%	64	%	54	%	61	%
Point-in-time		36	%		42	%		39	%		34	%	43	%	36	%	46	%	39	%
Total		100	%		100	%		100	%		100	%	100	%	100	%	100	%	100	%

International revenues accounted for approximately 56% and 60% of our total revenues during the three and six months ended June 30, 2021, respectively, compared to 54% and 56% of our total revenues ~~for~~during the three and six months ended June 30, 2020, ~~respectively, compared to 58% and 56% of our total revenues for the~~ ~~three~~ ~~and~~ ~~six~~ ~~months ended~~ ~~June 30, 2019,~~ respectively. See Note ~~10.~~11, Customer and Geographic ~~Information.~~Information.

Significant Judgments

Judgments and estimates are required under ASC 606. Due to the complexity of certain contracts, the actual revenue recognition treatment required under ASC 606 for the Company’s arrangements may be dependent on contract-specific terms and may vary in some instances.

For revenue under project-based contracts for fixed-price implementation services, revenue is recognized as services are performed using a percentage-of-completion method based on costs or labor-hours input method, whichever is the most appropriate measure of the progress towards completion of the contract. Due to the nature of the work performed in these arrangements, the estimation of percentage of completion method is complex, subject to many variables and requires significant judgment. Key factors reviewed by the Company to estimate costs to complete each contract are future labor and product costs and expected productivity efficiencies. If circumstances arise that change the original estimates of revenues, costs, or extent of progress toward completion, revisions to the estimates are made. These revisions may result in increases or decreases in estimated revenues or costs, and such revisions are reflected in revenue on a cumulative catch-up basis in the period in which the circumstances that gave rise to the revision become known.

~~Table of Contents~~

The Company’s contracts with customers often include promises to transfer products, licenses software and provide services, including professional services, technical support services, and rights to unspecified updates to a customer. Determining whether licenses and services are distinct performance obligations that should be accounted for separately, or not distinct and thus accounted for together, requires significant judgment. The Company rarely licenses software on a standalone basis, so the Company is required to estimate the range of SSPs for each performance obligation. In instances where SSP is not directly observable because the Company does not license the software or sell the service separately, the Company determines the SSP using information that may include market conditions and other observable inputs. ~~The Company, in some cases, has more than~~ ~~one~~ ~~SSP for individual performance obligations. In these instances, the Company~~ ~~may~~ ~~use information such as the size of the customer and geographic region of the customer in determining the SSP.~~

The Company is required to record Gainshare royalty revenue in the same period in which the usage occurs. Because the Company generally does not receive the acknowledgment reports from its customers during a given quarter within the time frame necessary to adequately review the reports and include the actual amounts in quarterly results for such quarter, the Company accrues the related revenue based on estimates of customers underlying sales achievement. The Company’s estimation process can be based on historical data, trends, seasonality, changes in the contract rate, knowledge of the changes in the industry and changes in the customer’s manufacturing environment learned through discussions with customers and sales personnel. As a result of accruing revenue for the quarter based on such estimates, adjustments will be required in the following quarter to true-up revenue to the actual amounts reported.

Contract Balances

The Company performs its obligations under a contract with a customer by licensing software or providing services in exchange for consideration from the customer. The timing of the Company’s performance often differs from the timing of the customer’s payment, which results in the recognition of a receivable, a contract asset or a contract liability.

The Company classifies the right to consideration in exchange for software or services transferred to a customer as either a receivable or a contract asset. A receivable is a right to consideration that is unconditional, as compared to a contract asset, which is a right to consideration that is conditional upon factors other than the passage of time. The majority of the Company’s contract assets represent unbilled amounts related to fixed-price service contracts when the revenue recognized exceeds the amount billed to the customer. The contract assets are generally classified as current and are recorded on a net basis with deferred revenue (i.e. contract liabilities) at the contract level. At June 30, ~~2020~~ 2021, and December 31, ~~2019,~~ 2020, contract assets ~~of $3.4~~were $2.1 million and ~~$3.6~~$3.7 million, respectively, and are included in prepaid expenses and other current assets in the Condensed Consolidated Balance Sheets. The Company did ~~not~~0t record any asset impairment charges related to contract assets for the periods presented.

Deferred revenues consist substantially of amounts invoiced in advance of revenue recognition and are recognized as the revenue recognition criteria are met. Deferred revenues that will be recognized during the succeeding ~~twelve~~~~-month~~twelve-month period are recorded as current deferred revenues and the remaining portion is recorded in the other non-current liabilities in the Condensed Consolidated Balance Sheets. At June 30, ~~2020~~ 2021, and December 31, ~~2019,~~ 2020, the non-current portion of deferred revenues included in non-current liabilities was ~~$1.8~~$1.7 million and ~~$2.3~~$1.2 million, respectively. Revenue recognized ~~for the~~ ~~three~~ ~~months ended~~ ~~June 30, 2020~~ ~~and~~ ~~2019,~~that was included in the deferred revenues and billings in excess of recognized revenues balances at the beginning of each reporting period was $6.5 million and $5.9 million ~~and $4.7 million, respectively. Revenue recognized for~~during the ~~six~~three months ended June 30, 2021 and 2020, respectively, and ~~2019,~~ ~~that was included in deferred revenues~~$10.5 million and ~~billings in excess of recognized revenues balances at the beginning of each reporting period was~~ $7.7 million during the six months ended June 30, 2021 and ~~$8.7 million,~~2020, respectively.

At June 30, ~~2020,~~ 2021, the aggregate amount of the transaction price allocated to the remaining performance obligations related to customer contracts that were unsatisfied or partially unsatisfied was approximately ~~$63.5~~$138.6 million. Given the applicable contract terms with customers, the majority of this amount is expected to be recognized as revenue over the next two years, with the remainder in the following ~~five~~three years. This amount does not include insignificant contracts to which the customer is not committed, nor significant contracts for which we recognize revenue equal to the amount we have the right to invoice for services performed, or future sales-based or usage-based royalty payments in exchange for a license of intellectual property. This amount is subject to change due to future revaluations of variable consideration, terminations, other contract modifications, or currency adjustments. The estimated timing of the recognition of remaining unsatisfied performance obligations is subject to change and is affected by changes to the scope, change in timing of delivery of products and services, or contract modifications.

~~Table of Contents~~

The adjustment to revenue recognized ~~in the~~ ~~three~~ ~~months ended~~ ~~June 30, 2020~~ ~~and~~ ~~2019~~ from performance obligations satisfied (or partially satisfied) in previous periods was a decrease of ~~$0.5~~($0.4) million and ~~a decrease of $0.3~~($0.5) million ~~respectively. The adjustment to revenue recognized in~~during the ~~six~~three months ended June 30, 2021 and 2020, ~~and~~ ~~2019~~ ~~from performance obligations satisfied (or partially satisfied) in previous periods was an increase of $0.6 million~~respectively, and an increase of ~~$0.2~~$0.1 million and $0.6 million during the six months ended June 30, 2021 and 2020, respectively. These amounts primarily represent changes in estimated percentage-of-completion based contracts and changes in actual versus estimated Gainshare ~~royalty for those customers that reported actual Gainshare revenue with some time lag.~~royalty.

Costs to obtain or fulfill a contract

The Company capitalizes the incremental costs to obtain or fulfill a contract with a customer, including direct sales commissions and related fees, when it expects to recover those costs. Amortization expense related to these capitalized costs is recognized over the period associated with the revenue from which the cost was incurred. Total capitalized direct sales commission costs included in prepaid expenses and other current assets in the accompanying Condensed Consolidated Balance Sheets as of June 30, ~~2020~~ 2021, and December 31, ~~2019~~ 2020 were ~~$0.5~~$0.8 million and ~~$0.4~~$0.8 million, respectively. Total capitalized direct sales commission costs included in other non-current assets in the accompanying Condensed Consolidated Balance Sheets as of June 30, ~~2020~~ 2021, and December 31, ~~2019~~ ~~was~~ ~~$0.8~~2020 were $1.6 million and ~~$0.4~~$0.9 million, respectively. Amortization of these assets were $0.2 million and $0.1 million during ~~each of~~ the three months ended June 30, 2021 and 2020, respectively, and ~~2019~~ ~~was $0.1 million. Amortization of these assets~~$0.3 million and $0.2 million during ~~each of~~ the six months ended June 30, 2021 and 2020, ~~and~~ ~~2019~~ ~~was $0.2 million.~~respectively. There was no0 impairment loss in relation to the costs capitalized for the periods presented.

Certain eligible initial project costs are capitalized when the costs relate directly to the contract, the costs generate or enhance resources of the Company that will be used in satisfying the performance obligation in the future, and the costs are expected to be recovered. These costs primarily consist of transition and set-up costs related to the installation of systems and processes and other deferred fulfillment costs eligible for capitalization. Capitalized costs are amortized consistent with the transfer to the customer of the services to which the asset relates and recorded as a component of cost of revenues. The Company also incurs certain direct costs to provide services in relation to the specific anticipated contracts. The Company recognizes such costs as a component of ~~costs~~cost of revenues, the timing of which is dependent upon identification of a contract arrangement. The Company also defers costs from arrangements that required it to defer the revenues, typically due to the pattern of transfer of the performance obligations in the contract. These costs are recognized in proportion to the related revenue. At the end of the reporting period, the Company evaluates its deferred costs for their probable recoverability. The ~~Company recognizes impairment of~~ deferred ~~costs when it is determined that the costs~~ no ~~longer have future benefits and are~~ no ~~longer recoverable. There was~~ no ~~impairment loss in relation to the costs capitalized for the periods presented. Deferred~~ costs balance included in prepaid expenses and other current assets ~~in the accompanying Condensed Consolidated Balance Sheets as of~~ ~~June 30, 2020~~ and~~December 31, 2019~~ ~~was $0.2 million and $0.3 million, respectively. Deferred costs balance included~~ in other non-current assets in the accompanying Condensed Consolidated Balance Sheets was immaterial as of as of June 30, ~~2020~~ 2021 and ~~was $0.2 million as of~~ December 31, ~~2019.~~

~~Practical Expedients~~

2020. The Company recognizes impairment of deferred costs when it has determined that the costs no longer have future benefits and are no longer recoverable. There was 0 impairment loss in relation to the costs capitalized for the periods presented.

The Company does not adjust transaction price for the effects of a significant financing component when the period between the transfers of the promised good or service to the customer and payment for that good or service by the customer is expected to be one year or less. The Company assessed each of its revenue generating arrangements in order to determine whether a significant financing component exists, and determined its contracts did not include a significant financing component during the three and six months ended June 30, 2021 and 2020.

3. STRATEGIC PARTNERSHIP AGREEMENT WITH ADVANTEST AND RELATED PARTY TRANSACTIONS

On July 29, 2020, the Company entered into a long-term strategic partnership with Advantest Corporation through its wholly-owned subsidiary, Advantest America, Inc. (collectively referred to herein as “Advantest”) that included the following agreements.

●

A Securities Purchase Agreement for the purchase by Advantest of an aggregate of 3,306,924 shares of the Company’s common stock for aggregate gross proceeds of $65.2 million and a related Stockholder Agreement.

●

An Amendment #1 to that certain Software License and Related Services Agreement, dated as of March 25, 2020, for an exclusive commercial arrangement in which the Company and Advantest will collaborate on, and the Company will initially host, develop and maintain, an Advantest-specific cloud layer on the Exensio platform.

●

An Amended and Restated Master Development Agreement with Advantest, pursuant to which the Company and Advantest agreed to collaborate on extensions to or combinations of both of their existing technology and new technology to address mutual customers’ needs through one or more development phases subject to certain conditions as set forth therein. Costs and expenses incurred related to this agreement have not been significant for the three and six months ended June 30, 2021.

●

A Master Commercial Terms and Support Services Agreement for the commercialization and support of integrated products of the Company and Advantest that are the outcome of the above development agreement. There were no material costs and expenses were incurred related to the Commercial Agreement with Advantest during the three and six months ended June 30, 2021.

Analytics revenue recognized from Advantest were $2.6 million and $5.2 million during the three and six months ended June 30, 2021, respectively. Accounts receivable from Advantest, comprised of billed and unbilled accounts receivable, related to this agreement amounted to $0.1 million and NaN as of June 30, 2021 and December 31, 2020, respectively, and deferred revenue amounted to $0.8 million and NaN as of June 30, 2021 and December 31, 2020, respectively.

There was no occurrence of any termination events under these agreements as of the issuance of these condensed consolidated financial statements.

The Company carries out transactions with Advantest on arm’s length commercial customary terms. For more information about these agreements with Advantest, see Note 3, Strategic Partnership Agreement with Advantest and

Related Party Transactions, of Part II, Item 8. “Financial Statements and Supplementary Data” of the Company’s Annual Report on Form 10-K for the ~~three~~year ended December 31, 2020.

4. BUSINESS COMBINATION

On December 1, 2020 (the “Acquisition Date”), the Company acquired all the stock of Cimetrix Incorporated (“Cimetrix”). Total payment made for this acquisition in 2020 amounted to $28.6 million, net of cash acquired, and was funded from the available cash of the Company. In 2020, the Company held back $3.5 million of the purchase price (the “Holdback Amount”) to satisfy adjustments and claims for indemnity arising out of breaches of certain representations, warranties and covenants, and certain other enumerated items in the merger agreement. During the first quarter of 2021, the Company recorded a measurement period adjustment as described below which reduced the Holdback Amount to $3.0 million. This reduction was released from the restricted cash on the Company’s Condensed Consolidated Balance Sheet. The Holdback Amount, as adjusted, is expected to be paid to the participating equity holders on approximately the twelve-month anniversary of the Acquisition Date. The Holdback Amount is recorded under accrued and other current liabilities account in the Condensed Consolidated Balance Sheets.

The Company is required to maintain cash specifically designated to pay for the Holdback Amount, which the Company has classified as restricted cash. Restricted cash amounted to $3.0 million and $3.5 million as of June 30, 2021 and December 31, 2020, respectively, and is included in the “Prepaid expenses and other current assets” account in the Company’s Condensed Consolidated Balance Sheet.

The Company is still finalizing the allocation of the purchase price to the individual assets acquired. Accordingly, the estimates set forth below are preliminary and are subject to change during the measurement period, which is not to exceed one year from the acquisition date. During the measurement period, the Company records adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. During the first quarter of 2021, the Company recorded a measurement period adjustment to the estimated fair values initially recorded in 2020, which resulted in a reduction in Holdback Amount of $0.5 million with a corresponding change to goodwill. The measurement period adjustment did not have an impact on the Company’s Condensed Consolidated Statements of Comprehensive Loss during the three and six months ended June 30, 2021. As of June 30, 2021, the allocation of the purchase price for this acquisition is as follows (in thousands, except amortization period):

Amortization


Amount

Period (Years)
Assets




Fair value of tangible assets (including cash of $5,900)

$
8,403


Fair value of intangible assets:




Developed technology

12,541

8
In-process R&D

3,635

N/A
Customer relationships

1,967

10
Noncompetition agreements

848

3
Tradenames and trademarks

808

10
Goodwill

13,012

N/A
Total assets acquired

$
41,214


Liabilities




Accounts payable and accrued expenses

$
1,437


Deferred revenue

391


Operating lease liabilities

132


Deferred tax liabilities

1,743


Total liabilities assumed

$
3,703


Total purchase price allocation

$
37,511

Pursuant to the merger agreement, the Company will also pay approximately $1.4 million to certain employees, subject to their continued employment with Cimetrix or the Company, at various scheduled payout dates through the second quarter of 2024. This amount will be recognized as compensation expense over the period as services are rendered. As of June 30, 2021, the estimated remaining total cash payout is approximately $0.9 million. The accrued compensation balance included under accrued compensation and related benefits account in the Company’s Condensed Consolidated Balance Sheet was $0.1 million and $0.3 million as of June 30, 2021 and December 31, 2020, respectively.

Transaction expenses related to the acquisition of Cimetrix amounted to $1.6 million in 2020. These costs consist of professional fees and ~~2019.~~administrative costs and were expensed as incurred in the Company’s Condensed Consolidated Statement of Comprehensive Loss. NaN transaction costs were incurred during the three months ended June 30, 2021. Transaction costs were immaterial during the six months ended June 30, 2021.

The financial results of the acquisition of Cimetrix were considered immaterial for purposes of unaudited pro forma financial disclosures.

3.5. BALANCE SHEET COMPONENTS

Accounts receivable

Accounts receivable include amounts that are unbilled at the end of the period that are expected to be billed and collected within 12~~-month~~a 12-month period. Unbilled accounts receivable, included in accounts receivable, totaled ~~$8.8~~$5.7 million and ~~$7.4~~$7.2 million as of June 30, ~~2020,~~ 2021, and December 31, ~~2019,~~ 2020, respectively. Unbilled accounts receivable that are not expected to be billed and collected during the succeeding 12~~-month~~12-month period ~~are~~is recorded in other non-current assets and totaled ~~$2.6~~$1.6 million and ~~$4.1~~$2.0 million as of June 30, ~~2020,~~ 2021, and December 31, ~~2019,~~ 2020, respectively.

~~Table of Contents~~

Property and equipment

Property and equipment, net consist of the following (in thousands):

	*June 30,*			*December 31,*
	*2020*			*2019*

							June 30,		December 31,
							2021		2020
Computer equipment	$	10,997		$	10,880		$	11,662	$	11,585
Software		5,018			4,690			5,442		5,451
Furniture, fixtures and equipment		2,423			2,395			2,507		2,507
Leasehold improvements		6,129			6,095			6,276		6,255
Laboratory and other equipment		5,000			4,933			3,621		3,451
Test equipment		24,103			22,980			24,804		26,010
Construction-in-progress		19,490			18,245			22,340		20,278
		73,160			70,218
								76,652		75,537
Less: accumulated depreciation and amortization		(32,748	)		(29,420	)		(38,675)		(36,295)
Total	$	40,412		$	40,798		$	37,977	$	39,242

Test equipment includes ~~DFI~~systems assets at customer sites that are contributing to ~~DFI~~DFI™ systems revenues. The construction-in-progress balance related to construction of ~~DFI~~DFI™ systems assets totaled ~~$18.1~~$20.9 million and ~~$16.6~~$18.9 million as of June 30, ~~2020~~ 2021, and December 31, ~~2019,~~ 2020, respectively. Depreciation and amortization expense ~~for~~was $1.6 million and $1.7 million during the three months ended June 30, 2021 and 2020, respectively, and ~~2019~~ ~~was $1.7~~$3.3 million and ~~$1.3~~$3.4 million ~~respectively. Depreciation and amortization expense for~~during the six months ended June 30, 2021 and 2020, ~~and~~ ~~2019~~ ~~was $3.4 million and $2.6 million,~~ respectively.

Goodwill and Intangible Assets, Net

~~As of~~ ~~June 30, 2020,~~ ~~and~~ ~~December 31, 2019,~~ The change in the carrying amount of goodwill during the six months ended June 30, 2021, was ~~$2.3 million.~~as follows (in thousands):


Balance at beginning of period, January 1, 2021	$	15,774
Measurement period acquisition adjustment (1)		469
Balance at end of period, June 30, 2021	$	15,305

(1)

Goodwill adjustment was recorded within the measurement period with a corresponding reduction in the Holdback Amount. See Note 4, Business Combination.

There were 0 impairments to goodwill during the six months ended June 30, 2021.

Intangible assets, ~~balance was $5.6 million and $6.2 million as of~~ ~~June 30, 2020~~ ~~and~~ ~~December 31, 2019,~~ ~~respectively. Intangible assets as of~~ ~~June 30, 2020~~ ~~and~~ ~~December 31, 2019~~ ~~consist~~net, consisted of the following (in thousands):

		*June 30, 2020*							*December 31, 2019*
	*Amortization*	*Gross*					*Net*		*Gross*					*Net*
	*Period*	*Carrying*		*Accumulated*			*Carrying*		*Carrying*		*Accumulated*			*Carrying*
	*(Years)*	*Amount*		*Amortization*			*Amount*		*Amount*		*Amortization*			*Amount*

																	June 30, 2021						December 31, 2020
																Amortization	Gross				Net		Gross				Net
																Period	Carrying		Accumulated		Carrying		Carrying		Accumulated		Carrying
																(Years)	Amount		Amortization		Amount		Amount		Amortization		Amount
Acquired identifiable intangibles:
Customer relationships	1 ‒ 9	$	7,440	$	(5,158	)	$	2,282	$	7,440	$	(4,935	)	$	2,505	1-10	$	9,407	$	(5,719)	$	3,688	$	9,407	$	(5,398)	$	4,009
Developed technology	4 ‒ 9		17,460		(14,480	)		2,980		17,460		(14,101	)		3,359	4-9		30,000		(16,150)		13,850		30,000		(14,987)		15,013
Tradename	2 ‒ 7		790		(686	)		104		790		(673	)		117
Tradename and trademarks																2-10		1,598		(759)		839		1,598		(706)		892
Patent	7 ‒ 10		1,800		(1,580	)		220		1,800		(1,560	)		240	7-10		1,800		(1,620)		180		1,800		(1,600)		200
Noncompetition agreements																3		848		(165)		683		848		(24)		824
In-process R&D																*		3,635		—		3,635		3,635		—		3,635
Total		$	27,490	$	(21,904	)	$	5,586	$	27,490	$	(21,269	)	$	6,221		$	47,288	$	(24,413)	$	22,875	$	47,288	$	(22,715)	$	24,573

* Non-amortizing intangible asset

~~The weighted average amortization period for acquired identifiable intangible assets was 5.9 years as of~~ ~~June 30, 2020.~~ ~~Intangible asset amortization expense was $0.3 million during each of the~~ ~~three~~ ~~months ended~~ ~~June 30, 2020~~ ~~and~~ ~~2019.~~ ~~Intangible asset amortization expense for the~~ ~~six~~ ~~months ended~~ ~~June 30, 2020~~ ~~and~~ ~~2019~~ ~~was $0.6 million and $0.5 million, respectively.~~ The Company expects annual amortization of acquired identifiable intangible assets to be as follows (in thousands):


Year Ending December 31,	*Amount*		Amount
2020 (remaining six months)	$	634
2021		1,093
2021 (remaining six months)			$	1,523
2022		886		3,013
2023		886		2,990
2024		747		2,592
2025 and thereafter		1,340
2025				2,427
2026 and thereafter				6,695
Total future amortization expense	$	5,586	$	19,240

~~Table of Contents~~

Intangible assets are amortized over their useful lives unless these lives are determined to be indefinite. The weighted average amortization period for acquired identifiable intangible assets was 7.0 years as of June 30, 2021. Intangible asset amortization expense included under "Cost of revenues" and "Amortization of other intangible assets" account in the Condensed Consolidated Statements of Comprehensive Loss was $0.9 million and $0.3 million during the three months ended June 30, 2021 and 2020, respectively, and $1.7 million and $0.6 million during the six months ended June 30, 2021 and 2020, respectively. Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. During the three and six months ended June 30, ~~2020,~~ 2021, there were 0 indicators of impairment related to the Company’s intangible assets.

4.6. LEASES

The Company leases administrative and sales offices and certain equipment under ~~noncancellable~~non-cancellable operating leases, which contain various renewal options and, in some cases, require payment of common area costs, taxes and utilities. These operating leases expire at various ~~times~~dates through 2028. The Company had no0 leases that were classified as a financing lease as of June 30, ~~2020~~ 2021, and December 31, ~~2019.~~

~~Leases with an initial term of~~ 12 ~~months or less are~~ ~~not~~ recorded on the balance sheets, and the Company recognizes lease expense for these leases on a straight-line basis over the lease term. Long-term operating leases are included in operating lease right-of-used (ROU) assets and operating lease liabilities in the Company’s Condensed Consolidated Balance Sheets.

ROU assets represent the Company’s right to use an underlying asset for the lease term and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized based on the present value of remaining lease payments over the lease term. In determining the present value of lease payments, implicit rate must be used when readily determinable. As the Company’s leases do ~~not~~ provide implicit rates, at the date of the Company’s adoption of the new lease standard, the discount rate is calculated using the Company’s incremental borrowing rate determined based on the information available. The operating lease ROU asset also includes any lease payments made and excludes lease incentives or tenant improvement allowance. The Company’s lease terms ~~may~~ include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Operating lease expense for lease payments is recognized on a straight-line basis over the lease term. Variable lease payment amounts that cannot be determined at the commencement of the lease such as increases in lease payments based on changes in index rates or usage, and common area maintenance costs are ~~not~~ ~~included in the ROU assets or operating lease liabilities. These are expensed as incurred and recorded as variable lease expense.~~

2020.

Lease expense was comprised of the following (in thousands):

Three Months Ended June 30,

Six Months Ended June 30,

2020

2019

2020

2019

Operating lease expense
$ 452 $ 470 $ 907 $ 939
Short-term lease and variable lease expense
127 92 274 203
Total lease expense
$ 579 $ 562 $ 1,181 $ 1,142

~~Supplemental~~

Three Months Ended June 30,

Six Months Ended June 30,


2021

2020

2021

2020
Operating lease expense

484

$
452

969

$
907
Short-term lease and variable lease expense (1)

233

127

407

274
Total lease expense

$
717

$
579

$
1,376

$
1,181

(1)

Leases with an initial term of 12 months or less are not recorded on the condensed consolidated balance sheets, and the Company recognizes lease expense for these leases on a straight-line basis over the lease term. Variable lease expense for the periods presented primarily included common area maintenance charges.

Supplemental information related to operating leases was as follows:

	*June 30,*			*December 31,*
	*2020*			*2019*

							June 30,			December 31,
							2021			2020
Weighted average remaining lease term under operating ROU leases (in years)		6.8			7.2			6.2			6.4
Weighted average discount rate for operating lease liabilities		5.24	%		5.25	%		5.24	%		5.24	%
Operating lease ROU assets obtained (in thousands)	$	151		$	333

~~Table of Contents~~

~~Maturity~~Maturities of operating lease liabilities as of June 30, ~~2020,~~ ~~are~~2021, were as follows (in thousands):

Year Ending December 31,

Amount(a)

2020 (remaining six months)
$ 1,046
2021
1,852
2022
1,606
2023
1,355
2024
1,071
2025 and thereafter
3,789
Total future minimum lease payments
$ 10,719
Less: Interest(b)
(1,806 )
Present value of future minimum lease payments operating lease liabilities(c)
$ 8,913


Year Ending December 31,	Amount(1)
2021 (remaining six months)	$	930
2022		1,699
2023		1,385
2024		1,074
2025		1,089
2026 and thereafter		2,704
Total future minimum lease payments	$	8,881
Less: Interest(2)		(1,279)
Present value of future minimum lease payments under operating lease liabilities (3)	$	7,602

~~(a)~~

(1)

As of June 30, ~~2020,~~ 2021, the total operating lease liability includes approximately ~~$1.0~~$1.1 million related to an option to extend a lease term that is reasonably certain to be exercised.

~~(b)~~

(2)

Calculated using incremental borrowing interest rate for each lease.

~~(c)~~

(3)

Includes the current portion of operating lease liabilities of ~~$1.9~~$1.8 million as of June 30, ~~2020.~~

2021.

5.7. STOCKHOLDERS’ EQUITY

Issuance of Common Stock

On July 30, 2020, the Company issued 3,306,924 shares of common stock, at a purchase price of $19.7085 per share, for aggregate gross proceeds of $65.2 million pursuant to a Securities Purchase Agreement with Advantest dated July 29, 2020. Issuance costs related to this private placement aggregated $0.1 million.

Stock Repurchase Program

On May 28, 2020, the Company’s 2018 stock repurchase program (the ~~“2018~~“2018 Program”) that was originally adopted on May 29, 2018, expired. Through May 28, 2020, approximately 786,000 shares had been repurchased at an average price of $12.43 per share, for a total price of $9.8 million under the 2018 Program.

On June 4, 2020, the Company’s Board of Directors adopted a new stock repurchase program (the ~~“2020~~“2020 Program”) to repurchase up to $25.0 million of the Company’s common stock both on the open market and in privately negotiated transactions, including through Rule ~~10b5~~-110b5-1 plans, over the next two years. During the ~~three~~ ~~and~~ six months ended June 30, ~~2020,~~ 02021, 251,212 shares were repurchased under the ~~2020~~ ~~and~~ ~~2018~~ ~~programs. During the~~ ~~three~~ ~~and~~ ~~six~~ ~~months ended~~ ~~June 30, 2019,~~ ~~the Company repurchased approximately 300,000 shares and 614,000 shares, respectively, under the~~ ~~2018~~ ~~Program. As of~~ ~~May 28,~~ 2020 ~~approximately 786,000 shares had been repurchased~~Program at an average price of ~~$12.43~~$18.01 per share for aan aggregate total price of ~~$9.8 million under the~~ ~~2018~~ ~~Program.~~$4.5 million.

6.8. EMPLOYEE BENEFIT PLANS

On June 30, ~~2020,~~ 2021, the Company had the following stock-based compensation plans:

Employee Stock Purchase Plan

In July 2001, the ~~Company adopted a~~ ~~ten-year~~Company’s stockholders initially approved the 2001 Employee Stock Purchase Plan, which was subsequently amended and restated in 2010 (as amended, the ~~“Purchase~~“2010 Purchase Plan”) ~~under which~~to extend the term of the plan through May 17, 2020. Under the 2010 Purchase Plan, eligible employees ~~can~~could contribute up to 10% of their compensation, as defined in the 2010 Purchase Plan, towards the purchase of shares of PDF common stock at a price of 85% of the lower of the fair market value at the beginning of the offering period or the end of the purchase period. The 2010 Purchase Plan ~~consists of~~ ~~twenty-four~~~~-month~~provided for twenty-four-month offering periods with ~~four six~~~~-month~~4 six-month purchase periods in each offering period. ~~Under the Purchase Plan, on~~ ~~January 1~~ ~~of each year, starting with~~ ~~2002,~~ ~~the number of shares reserved for issuance will automatically increase by the lesser of (~~1~~) 675,000 shares, (~~2~~) 2% of the Company’s outstanding common stock on the last day of the immediately preceding year, or (~~3~~) the number of shares determined by the board of directors. At the annual meeting of stockholders on~~ ~~May 18,~~The 2010~~the Company’s stockholders approved an amendment to the Purchase Plan to extend it through~~ ~~May 17, 2020.~~ ~~The Company’s proposal to extend the Purchase Plan through~~ ~~June 22, 2030~~ ~~was~~ ~~not~~ ~~ratified by the Company’s stockholders and hence, the~~ Purchase Plan expired on May 17, 2020. ~~After the Purchase Plan expired,~~ no ~~new offering periods will commence under the Purchase Plan; however, existing~~Existing offering periods will continue until they expire in accordance with their terms, and participation in such offering periods will continue through the applicable expiration date. The final offering period under the 2010 Purchase Plan ~~is expected to expire~~expires on January 31, 2022. On June 15, 2021, the Company’s stockholders approved the 2021 Employee Stock Purchase, which has a ten-year term (the “2021 Purchase Plan”). The terms of 2021 Purchase Plan are substantially similar to those of the 2010 Purchase Plan. No offering periods had commenced under the 2021 Purchase Plan as of June 30, 2021.

~~Table of Contents~~

The Company estimated the fair value of purchase rights granted under the 2010 Purchase Plan during the period using the Black-Scholes-Merton option-pricing model with the following weighted average assumptions, resulting in the following weighted average fair values:

	Six Months Ended June 30,
	2020			2019

							Six Months Ended June 30,
							2021			2020
Expected life (in years)		1.25			1.25			1.25			1.25
Volatility		34.25	%		45.19	%		34.25	%		34.25	%
Risk-free interest rate		1.43	%		2.52	%		1.43	%		1.43	%
Expected dividend		—			—			0			0
Weighted average fair value of purchase rights granted during the period	$	4.83		$	3.67		$	4.83		$	4.83

During the three months ended June 30, 2021 and 2020, ~~and~~ ~~2019,~~no0 shares were issued under the 2010 Purchase Plan. During the six months ended June 30, ~~2020~~ 2021 and ~~2019,~~2020, a total of approximately ~~89,000~~99,674 and ~~87,000~~89,000 shares, respectively, were issued under the 2010 Purchase Plan, at a weighted-average purchase price of ~~$9.02 and $8.93~~$9.24 per share and $9.02 per share, respectively.

As of June 30, ~~2020,~~ 2021, there was ~~$0.5 million~~a negligible amount of unrecognized compensation cost related to the 2010 Purchase Plan. That cost is expected to be recognized over a weighted average period of ~~0.8 year. As of~~ ~~June 30, 2020,~~ ~~5.8 million shares were available for future issuance under the Purchase Plan.~~six months.

Stock Incentive Plans

On November 16, 2011, the Company’s stockholders initially approved the 2011 Stock Incentive Plan, which has been amended and restated and approved by the Company’s stockholders a number of times since then (as amended, the ~~“2011~~“2011 Plan”). Under the 2011 Plan, the Company may award stock options, stock appreciation rights (“SARs”), stock grants or stock units covering shares of the Company’s common stock to employees, directors, non-employee directors and contractors. The aggregate number of shares reserved for awards under this plan is ~~11,550,000~~11,500,000 shares, plus up to 3,500,000 shares previously issued under the 2001 Stock Plan adopted by the Company in 2001, which expired in 2011 (the ~~“2001~~“2001 Plan”) that are either (i) forfeited or (ii) repurchased by the Company or are shares subject to awards previously issued under the 2001 Plan that expire or that terminate without having been exercised or settled in full on or after November 16, 2011. In case of awards other than options or SARs, the aggregate number of shares reserved under the 2011 Plan will be decreased at a rate of 1.33 shares issued pursuant to such awards. The exercise price for stock options must generally be at prices no less than the fair market value at the date of grant. Stock options generally expire ten years from the date of grant and become vested and exercisable over a ~~four-year~~four-year period.

In ~~2003,~~ ~~in connection with its acquisition of IDS Systems Inc., the Company assumed IDS’~~ ~~2001~~ ~~Stock Option / Stock Issuance Plan (the “IDS Plan”). The IDS Plan expired in~~ ~~2011.~~Stock options granted under the 2001 ~~Plan and IDS~~ Plan generally expire ten years from the date of grant and become vested and exercisable over a ~~four-year~~four-year period. Although no new awards may be granted under the 2001 ~~Plan or IDS~~ Plan, awards made under the 2001 ~~Plan and IDS~~ Plan that are currently outstanding remain subject to the terms of each such plan.

As of June 30, ~~2020,~~ 2021, 12.1 million shares of common stock were reserved to cover stock-based awards under the 2011 Plan, of which ~~4.6~~4.2 million shares were available for future grant. The number of shares reserved and available under the 2011 Plan includes 0.5 million shares that were subject to awards previously made under the 2001 Plan and were forfeited, expired or repurchased by the Company after the adoption of the 2011 Plan through June 30, ~~2020.~~ 2021. As of June 30, ~~2020,~~ 2021, there were no0 outstanding awards that had been granted outside of the 2011~~2001~~ or ~~the IDS~~2001 Plans (collectively, the “Stock Plans”).

The Company estimated the fair value of share-based awards granted under the 2011 Stock Plan during the period using the Black-Scholes-Merton option-pricing ~~model with~~model. There were 0 stock options granted during the three and six months ended June 30, 2021. The fair value of stock options granted during the three and six months ended June 30, 2020, was estimated as of the grant-date using the following ~~weighted average assumptions, resulting in the following weighted average fair values:~~assumptions:

	*Three Months Ended June 30,*						*Six Months Ended June 30,*
	*2020*			*2019*			*2020*			*2019*

													Three Months Ended June 30,						Six Months Ended June 30,
													2021			2020			2021			2020
Expected life (in years)		4.45			4.46			4.45			4.46			—			4.45			—			4.45
Volatility		43.14	%		42.19	%		40.05	%		44.71	%		—	%		43.14	%		—	%		40.05	%
Risk-free interest rate		0.28	%		1.94	%		0.70	%		2.44	%		—	%		0.28	%		—	%		0.70	%
Expected dividend		—			—			—			—			—			0			—			0
Weighted average fair value per share of options granted during the period	$	5.92		$	4.67		$	5.42		$	4.54		$	—		$	5.92		$	—		$	5.42

~~Table of Contents~~

Stock-Based Compensation

Stock-based compensation is estimated at the grant date based on the award’s fair value and is recognized on a straight-line basis over the vesting periods, generally four years. Stock-based compensation expense before taxes related to the Company’s stock plans and employee stock purchase plan was allocated as follows (in thousands):

Three Months Ended June 30,

Six Months Ended June 30,

2020

2019

2020

2019

Costs of revenues
$ 883 $ 799 $ 1,792 $ 1,659
Research and development
1,010 901 2,465 2,619
Selling, general and administrative
1,085 734 2,089 1,632
Stock-based compensation expenses
$ 2,978 $ 2,434 $ 6,346 $ 5,910

Three Months Ended
June 30,

Six Months Ended
June 30,


2021

2020

2021

2020
Costs of revenues

538

$
883

1,190

$
1,792
Research and development

1,126

1,010

2,714

2,465
Selling, general and administrative

1,078

1,085

2,207

2,089
Stock-based compensation expenses (1)

$
2,742

$
2,978

$
6,111

$
6,346

(1)

The stock-based compensation expense during the three and six months ended June 30, 2020, includes immaterial expense or credit adjustments related to cash-settled SARs granted to certain employees. The Company accounted for these awards as liability awards and the amount was included in accrued compensation and related benefits. All remaining outstanding SARs were fully exercised in the third quarter of 2020.

Stock-based compensation expense ~~in the table above includes immaterial expense or credit adjustments related to cash-settled SARs granted to certain employees. The Company accounted for these awards~~that was recorded as ~~liability awards and the amount was included in accrued compensation and related benefits. Stock-based compensation capitalized in the~~ capitalized software development costs ~~included in Property~~under property and ~~Equipment,~~equipment, net, was ~~approximately~~NaN during the three and six months ended June 30, 2021, and $0.1 million and $0.2 million ~~for~~during the three and six months ended June 30, 2020, respectively. ~~Stock-based compensation capitalized in the capitalized software development costs included in Property and Equipment, net, was approximately $0.2 million during the~~ ~~three~~ ~~and~~ ~~six~~ ~~months ended~~ ~~June 30, 2019.~~

Additional information with respect to options under the Stock Plans during the six months ended June 30, ~~2020,~~ ~~was~~2021, is as follows:

Weighted

Weighted

Average

Average

Remaining

Aggregate

Number of

Exercise

Contractual

Intrinsic

Options

Price per

Term

Value

(in thousands)

Share

(years)

(in thousands)

Outstanding, January 1, 2020
745 $ 10.64
Granted (weighted average fair value of $5.42 per share)
19 $ 16.03
Exercised
(77 ) $ 8.13
Canceled
(3 ) $ 10.66
Expired
(10 ) $ 10.06
Outstanding, June 30, 2020
674 $ 11.09 4.38 $ 5,743
Vested and expected to vest, June 30, 2020
663 $ 11.04 4.30 $ 5,673
Exercisable, June 30, 2020
518 $ 10.36 3.12 $ 4,794



				Weighted
		Weighted		Average
		Average		Remaining	Aggregate
	Number of	Exercise		Contractual	Intrinsic
	Options	Price		Term	Value
	(in thousands)	per Share		(Years)	(in thousands)
Outstanding, January 1, 2021	456	$	10.95
Granted	—		—
Exercised	(120)		7.11
Canceled	—		—
Expired	(5)		8.26
Outstanding, June 30, 2021	331	$	12.38	3.45	$	1,980
Vested and expected to vest, June 30, 2021	326	$	12.34	3.38	$	1,966
Exercisable, June 30, 2021	272	$	11.84	2.45	$	1,782

The aggregate intrinsic value in the table above represents the total intrinsic value based on the Company’s closing stock price of ~~$19.56~~$18.18 per share as of June 30, ~~2020.~~ 2021. The total intrinsic value of options exercised was $1.4 million during the six months ended June 30, ~~2020,~~ ~~was~~ ~~$0.6~~ ~~million.~~

2021.

As of June 30, ~~2020,~~ 2021, there was ~~$0.6~~$0.3 million of total unrecognized compensation ~~cost~~expense related to unvested stock ~~options. That cost~~options, which is expected to be recognized over a weighted average period of ~~2.6~~2.2 years. The total fair value of shares vested was $0.1 million during the six months ended June 30, ~~2020,~~ ~~was $0.2 million.~~2021.

~~Table of Contents~~

~~Nonvested~~Non-vested restricted stock ~~units~~unit activity during the six months ended June 30, ~~2020,~~ 2021, was as follows:

				*Weighted*
				*Average Grant*
	*Shares*			*Date Fair Value*
	*(in thousands)*			*Per Share*
Nonvested, January 1, 2020		1,887		$	12.30

							Weighted
							Average Grant
						Shares	Date Fair Value
						(in thousands)	Per Share
Non-vested, January 1, 2021						1,747	$	16.33
Granted		307		$	15.60	158	$	19.57
Vested		(457	)	$	13.04	(391)	$	15.14
Forfeited		(48	)	$	13.80	(26)	$	15.76
Nonvested, June 30, 2020		1,689		$	12.66
Non-vested, June 30, 2021						1,488	$	17.00

As of June 30, ~~2020,~~ 2021, there was ~~$16.5~~$19.2 million of total unrecognized compensation cost related to ~~nonvested~~non-vested restricted stock units. That cost is expected to be recognized over a weighted average period of ~~2.5~~2.4 years. Restricted stock units do not have rights to dividends prior to vesting.

7. ~~RESTRUCTURING CHARGES~~

On ~~September 27, 2018,~~ ~~the Board of Directors of the Company approved a reduction in its workforce to reduce expenses and align its operations with evolving business needs. Notifications to the affected employees began on~~ ~~October 24, 2018.~~

~~From inception of the restructuring plan to~~ ~~June 30, 2020,~~ ~~the Company has recorded restructuring charges of $0.7 million, primarily consisting of employee separation charges. As of~~ ~~June 30, 2020,~~ ~~the Company has substantially completed the implementation of the restructuring plan, and the remaining charges expected to be incurred are~~ ~~not~~ ~~expected to be significant.~~

~~The following table summarizes the activities of restructuring liabilities under this plan (in thousands):~~

Three Months Ended June 30,

Six Months Ended June 30,

2020

2019

2020

2019

Beginning balance
$ — $ 91 $ — $ 244
Restructuring charges
— — — 92
Cash payments
— (91 ) — (336 )
Ending balance
$ — $ — $ — $ —

8.9. INCOME TAXES

Income tax ~~benefit~~expense increased ~~$2.3~~$4.2 million for the six months ended June 30, ~~2020,~~ 2021, to a ~~$3.2~~$1.0 million income tax ~~benefit~~expense as compared to an income tax benefit of ~~$0.9~~$3.2 million for the six months ended June 30, ~~2019.~~ 2020. The Company’s effective tax rate (expense) benefit was ~~43%~~(9%) and ~~22%~~43% for the six months ended June 30, ~~2020~~ 2021 and ~~2019,~~2020, respectively. The Company’s effective tax rate ~~benefit~~ increased in the six months ended June 30, ~~2020,~~ 2021, as compared to the same period in ~~2019,~~2020, primarily due to a ~~favorable increase~~full valuation allowance against U.S. net deferred tax assets as well as a one-time benefits in ~~excess tax benefits related to employee stock compensation and an income tax benefit recorded to carryback net operating losses (NOLs),~~the first quarter of 2020 pursuant to the provisions of the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) passed on March 27, ~~2020,~~ ~~which allows any federal net operating losses generated in years beginning after~~ ~~December 31, 2017~~ ~~and before~~ ~~January 1, 2021~~ ~~to be carried back up to~~ ~~five~~ ~~taxable years to offset taxable income in the prior periods.~~

2020.

The Company’s total amount of unrecognized tax benefits, excluding interest and penalties, as of June 30, ~~2020,~~ 2021, was ~~$14.3~~$14.6 million, of which ~~$8.2~~$2.1 million, if recognized, would affect the Company’s effective tax rate. The Company’s total amount of unrecognized tax benefits, excluding interest and penalties, as of December 31, ~~2019,~~ 2020, was ~~$13.6~~$14.3 million, of which ~~$7.9~~$2.2 million, if recognized, would affect the Company’s effective tax rate. As of June 30, ~~2020,~~ 2021, the Company has recorded unrecognized tax benefits of ~~$3.0~~$2.7 million, including interest and penalties of $0.7 million, as long-term taxes payable in its Condensed Consolidated Balance Sheet. The remaining ~~$12.0~~$12.6 million has been recorded net of ~~our deferred tax assets, of~~the Company’s DTAs, which ~~$6.1 million~~ is subject to a full valuation allowance.

~~Table of Contents~~

The valuation allowance was approximately ~~$11.2 million and $10.5~~$41.9 million as of June 30, ~~2020,~~ 2021, and December 31, ~~2019,~~ ~~respectively,~~2020, which was related to ~~California R&D~~U.S. net federal and state DTAs. The net deferred tax ~~credits~~assets balance as of June 30, 2021, and ~~California net operating losses related to our acquisition of Syntricity that we currently do~~ ~~not~~ ~~believe are more likely than~~ ~~not~~ ~~to be ultimately realized.~~

December 31, 2020, was $0.2 million and $0.2 million, respectively.

The Company conducts business globally and, as a result, files numerous consolidated and separate income tax returns in the U.S. federal, various state and foreign jurisdictions. ~~Because the Company used some of the tax attributes carried forward from previous years to tax years that are still open for audit, the~~For U.S. federal and California income tax purposes, the statute of limitations currently remains open for ~~all~~the tax years ~~since~~ ~~1999~~ending 2017 to present and ~~2002,~~2016 to present, respectively. In addition, due to NOL carryback claims, the tax years 2013 through 2015 may be subject to federal examination and all of the net operating loss and research and development credit carryforwards that may be utilized in future years may be subject to federal and state examination. The Company is not ~~currently~~ subject to an income tax ~~examination or under audit~~examinations in any ~~jurisdiction.~~other of its major foreign subsidiaries’ jurisdictions.

On March 11, 2021, the American Rescue Plan Act of 2021 (“American Rescue Plan”) was signed into law to provide additional relief in connection with the ongoing COVID-19 pandemic. The American Rescue Plan includes, among other things, provisions relating to Paycheck Protection Program (PPP) loan expansion, defined pension contributions, excessive employee remuneration, and the repeal of the election to allocate interest expense on a worldwide basis. Under ASC 740 the effects of new legislation are recognized upon enactment. Accordingly, the American Rescue Plan became effective beginning in the quarter that includes March 11, 2021. Such provisions did not have a material impact on the Company’s condensed consolidated financial statements.

9.10. NET LOSS PER SHARE

Basic net loss per share is computed by dividing net loss by weighted average number of common shares outstanding for the period (excluding outstanding stock options and shares subject to repurchase). Diluted net loss per share is computed using the weighted-average number of common shares outstanding for the period plus the potential effect of dilutive securities which are convertible into common shares (using the treasury stock method), except in cases in which the effect would be anti-dilutive. The following is a reconciliation of the numerators and denominators used in computing basic and diluted net loss per share (in thousands except per share amount):

	*Three Months Ended June 30,*						*Six Months Ended June 30,*
	*2020*			*2019*			*2020*			*2019*

													Three Months Ended June 30,				Six Months Ended December 31,
													2021		2020		2021		2020
Numerator:
Net loss	$	(3,652	)	$	(710	)	$	(4,180	)	$	(3,401	)	$	(4,484)	$	(3,652)	$	(12,081)	$	(4,180)
Denominator:
Basic weighted-average shares outstanding		32,886			32,339			32,795			32,412			37,004		32,886		36,989		32,795
Effect of dilutive options and restricted stock units		—			—			—			—			—		—		—		—
Diluted weighted average shares outstanding		32,886			32,339			32,795			32,412

Net loss per share - Basic	$	(0.11	)	$	(0.02	)	$	(0.13	)	$	(0.10	)
Net loss per share - Diluted	$	(0.11	)	$	(0.02	)	$	(0.13	)	$	(0.10	)
Diluted weighted-average shares outstanding														37,004		32,886		36,989		32,795

Net loss per share, basic and diluted													$	(0.12)	$	(0.11)	$	(0.33)	$	(0.13)

For the three and six months ended June 30, ~~2020~~ 2021 and ~~2019,~~2020, because the Company was in a loss position, basic net loss per share is the same as diluted net loss per share as the inclusion of the potential common shares would have been anti-dilutive.

The following table sets forth potential shares of common stock that ~~are~~ were not included in the diluted net loss per share calculation above because to do so would be anti-dilutive for the periods indicated (in thousands):

	*Three Months Ended June 30,*				*Six Months Ended June 30,*
	*2020*		*2019*		*2020*		*2019*

									Three Months Ended June 30,		Six Months Ended June 30,
									2021	2020	2021	2020
Outstanding options		376		606		388		614	194	376	209	388
Nonvested restricted stock units		659		813		687		781
Non-vested restricted stock units									970	659	1,038	687
Employee Stock Purchase Plan		148		18		125		198	1	148	6	125
Total		1,183		1,437		1,200		1,593	1,165	1,183	1,253	1,200

~~Table of Contents~~

~~10.~~11. CUSTOMER AND GEOGRAPHIC INFORMATION

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or group, in deciding how to allocate resources and in assessing performance.

The Company’s chief operating decision maker, the chief executive officer, reviews discrete financial information presented on a consolidated basis for purposes of regularly making operating decisions, allocation of resources, and assessing financial performance. Accordingly, the Company considers itself to be in ~~one~~1 operating and reporting segment, specifically the provision of services for differentiated data and analytics solutions to the semiconductor and electronics industries.

The Company had revenues from individual customers in excess of 10% of total revenues as follows:

Three Months Ended June 30,

Six Months Ended June 30,

Customer

2020

2019

2020

2019

A
24 % 33 % 25 % 34 %
D
13 % * % * % * %

~~__________________________~~


	Three Months Ended June 30,				Six Months Ended June 30,
Customer	2021		2020		2021		2020
A	15	%	24	%	14	%	25	%
D	*	%	13	%	10	%	*	%

* represents less than 10%

The Company had gross accounts receivable from individual customers in excess of 10% of gross accounts receivable as follows:

June 30,

December 31,

Customer

2020

2019

A
19 % 27 %
B
* % 14 %
C
15 % 12 %

~~__________________________~~


	June 30,		December 31,
Customer	2021		2020
A	13	%	16	%
B	14	%	*	%
C	12	%	11	%

* represents less than 10%

Revenues from customers by geographic area based on the location of the customers’ work sites are as follows ~~(in~~(amounts in thousands):

	*Three Months Ended June 30,*
	*2020*					*2019*
			*Percentage*					*Percentage*
	*Revenues*		*of Revenues*			*Revenues*		*of Revenues*

											Three Months Ended June 30,
											2021				2020
													Percentage				Percentage
											Revenues		of Revenues		Revenues		of Revenues
United States	$	9,915		46	%	$	8,547		42	%		12,095	44	%	$	9,915	46	%
China												4,289	16			495	2
Japan												2,450	9			1,207	6
Taiwan		3,990		19			2,341		11			1,275	5			3,990	19
China		495		2			3,267		16
Rest of the world		7,009		33			6,413		31			7,310	26			5,802	27
Total revenue	$	21,409		100	%	$	20,568		100	%	$	27,419	100	%	$	21,409	100	%

	*Six Months Ended June 30,*
	*2020*					*2019*
			*Percentage*					*Percentage*
	*Revenues*		*of Revenues*			*Revenues*		*of Revenues*

											Six Months Ended June 30,
											2021				2020
													Percentage				Percentage
											Revenues		of Revenues		Revenues		of Revenues
United States	$	18,532		43	%	$	17,862		44	%		20,651	40	%	$	18,532	43	%
China												6,028	12			3,454	8
Japan												6,028	12			2,301	8
Taiwan		6,658		16			4,096		10			3,327	6			6,658	16
China		3,454		8			6,250		15
Rest of the world		13,923		33			12,901		31			15,585	30			11,622	25
Total revenue	$	42,567		100	%	$	41,109		100	%	$	51,619	100	%	$	42,567	100	%

~~Table of Contents~~

Long-lived assets, net by geographic area are as follows (in thousands):

	*June 30,*		*December 31,*
	*2020*		*2019*

					June 30,		December 31,
					2021		2020
United States	$	45,285	$	46,000	$	42,170	$	43,663
Rest of the world		2,183		2,407		1,735		2,251
Total long-lived assets, net	$	47,468	$	48,407	$	43,905	$	45,914

~~11.~~

12. FAIR VALUE MEASUREMENTS

Fair value is the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The multiple assumptions used to value financial instruments are referred to as inputs, and a hierarchy for inputs used in measuring fair value is established, that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources while unobservable inputs reflect a reporting entity’s pricing based upon its own market assumptions. These inputs are ranked according to a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels.


Level 1 -	Inputs are quoted prices in active markets for identical assets or liabilities.

Level 2 -	Inputs are quoted prices for similar assets or liabilities in an active market, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable and market-corroborated inputs which are derived principally from or corroborated by observable market data.

Level 3 -	Inputs are derived from valuation techniques in which one or more significant inputs or ~~more significant inputs or~~ value drivers are unobservable.

The following table represents the Company’s assets measured at fair value on a recurring basis as of June 30, 2021, and December 31, 2020, and the basis for ~~that measurement~~those measurements (in thousands):

			*Quoted*
			*Prices in*
			*Active*		*Significant*
			*Markets for*		*Other*		*Significant*
			*Identical*		*Observable*		*Unobservable*
			*Assets*		*Inputs*		*Inputs*

									Fair Value Measurements Using
											Quoted
											Prices in
											Active		Significant
											Markets for		Other
											Identical		Observable		Significant
									June 30,		Assets		Inputs		Unobservable
Assets	*Total*		*(Level 1)*		*(Level 2)*		*(Level 3)*		2021		(Level 1)		(Level 2)		Inputs (Level 3)
Cash equivalents
Money market mutual funds	$	27,771	$	27,771	$	—	$	—	$	69,028	$	69,028	$	—	$	—
Short-term investments (available-for-sale debt securities)
U.S. Treasury bills										51,993		51,993		—		—
Total									$	121,021	$	121,021	$	—	$	—


	Fair Value Measurements Using
			Quoted
			Prices in
			Active		Significant
			Markets for		Other		Significant
			Identical		Observable		Unobservable
	December 31,		Assets		Inputs		Inputs
Assets	2020		(Level 1)		(Level 2)		(Level 3)
Cash equivalents
Money market mutual funds	$	18,012	$	18,012	$	—	$	—
Short-term investments (available-for-sale debt securities)
U.S. Treasury bills		114,981		114,981		—		—
Total	$	132,993	$	132,993	$	—	$	—

~~The following table represents~~As of June 30, 2021, and December 31, 2020, the amortized cost of the Company’s ~~assets measured at~~cash equivalents and short-term investments approximated their fair value due to their short-term maturities, and there have been no events or changes in circumstances that would have had a significant effect on ~~a recurring basis as~~the fair value of ~~December 31, 2019,~~ ~~and~~these securities in the ~~basis for that measurement (in thousands):~~periods presented. There were no material realized or unrealized gains or losses, either individually or in the aggregate.

Quoted

Prices in

Active

Significant

Markets for

Other

Significant

Identical

Observable

Unobservable

Assets

Inputs

Inputs

Assets

Total

(Level 1)

(Level 2)

(Level 3)

Money market mutual funds
$ 27,644 $ 27,644 $ — $ —

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~~The~~From time to time, the Company enters into foreign currency forward contracts to reduce the exposure to foreign currency exchange rate fluctuations on certain foreign currency denominated monetary assets and liabilities, primarily on ~~third~~~~-party~~third-party accounts payables and intercompany balances. The primary objective of the Company’s hedging program is to reduce volatility of earnings related to foreign currency exchange rate fluctuations. The counterparty to these foreign currency forward contracts is a financial institution that the Company believes is creditworthy, and therefore, the Company believes the credit risk of counterparty nonperformance is not significant. These foreign currency forward contracts are not designated for hedge accounting treatment.

Therefore, the change in fair value of these contracts is recorded into earnings as a component of other expense (income), net, and offsets the change in fair value of the foreign currency denominated assets and liabilities, which is also recorded in other expense (income), net in the Company’s Condensed Consolidated Statements of ~~Operations~~Comprehensive Loss.There was 0 realized gain or loss from foreign currency forward contracts during the three and ~~Comprehensive Loss. For the~~ ~~three~~six months ended June 30, 2021. The Company recognized a net realized gain of $0.1 million and a net realized loss of $0.2 million from foreign currency forward contracts during the three and six months ended June 30, 2020, ~~and~~ ~~2019,~~ ~~the Company recognized a realized gain of $98,000 and realized loss of $22,000 on the contracts, respectively. For the~~ ~~six~~ ~~months ended~~ ~~June 30, 2020~~ ~~and~~ ~~2019,~~ ~~the Company recognized a realized loss of $170,000 and a realized loss of $292,000 on the contracts,~~ respectively.

The Company carries these derivatives financial instruments on its Condensed Consolidated Balance Sheets at their fair values. The Company’s foreign currency forward contracts are classified as Level 2 because they are not actively traded and the valuation inputs are based on quoted prices and market observable data of similar instruments. As of June 30, ~~2020~~ 2021, and December 31, ~~2019,~~ 2020, the Company had no0 outstanding forward contracts.

~~12.~~13. COMMITMENTS AND CONTINGENCIES

Strategic Partnership with Advantest — See Note 4, Business Combination, for the discussion about the Company’s commitments under the strategic partnership with Advantest.

Operating Leases — Refer to Note 6, Leases, for the discussion about the Company’s lease commitments.

Indemnifications — The Company generally provides a warranty to its customers that its software will perform substantially in accordance with documented specifications typically for a period of 90 days following initial delivery of its products. The Company also indemnifies certain customers from ~~third~~~~-party~~third-party claims of intellectual property infringement relating to the use of its products. Historically, costs related to these guarantees have not been significant. The Company is unable to estimate the maximum potential impact of these guarantees on its future results of operations.

Purchase ~~obligations~~Obligations — The Company has purchase obligations with certain suppliers for the purchase of goods and services entered in the ordinary course of business. As of June 30, ~~2020,~~ 2021, total outstanding purchase obligations were ~~$12.7~~$11.2 million, the majority of which due within the next 24 months.

Indemnification of Officers and Directors — As permitted by the Delaware general corporation law, the Company has included a provision in its certificate of incorporation to eliminate the personal liability of its officers and directors for monetary damages for breach or alleged breach of their fiduciary duties as officers or directors, other than in cases of fraud or other willful misconduct.

In addition, the Bylaws of the Company provide that the Company is required to indemnify its officers and directors even when indemnification would otherwise be discretionary, and the Company is required to advance expenses to its officers and directors as incurred in connection with proceedings against them for which they may be indemnified. The Company has entered into indemnification agreements with its officers and directors containing provisions that are in some respects broader than the specific indemnification provisions contained in the Delaware general corporation law. The indemnification agreements require the Company to indemnify its officers and directors against liabilities that may arise by reason of their status or service as officers and directors other than for liabilities arising from willful misconduct of a culpable nature, to advance their expenses incurred as a result of any proceeding against them as to which they could be indemnified, and to obtain directors’ and officers’ insurance if available on reasonable terms. The Company has obtained directors’ and officers’ liability insurance in amounts comparable to other companies of the Company’s size and in the Company’s industry. Since a maximum obligation of the Company is not explicitly stated in the Company’s Bylaws or in its indemnification agreements and will depend on the facts and circumstances that arise out of any future claims, the overall maximum amount of the obligations cannot be reasonably estimated.

Legal Proceedings— From time to time, the Company is subject to various claims and legal proceedings that arise in the ordinary course of business. The Company accrues for losses related to litigation when a potential loss is probable and the loss can be reasonably estimated in accordance with FASB requirements. As of June 30, ~~2020,~~ 2021, the Company was not party to any material legal proceedings, thus no loss was probable and no0 amount was accrued.

On May 6, 2020, the Company initiated an arbitration proceeding with the Hong Kong International Arbitration Center against SMIC New Technology Research & Development (Shanghai) Corporation (“SMIC”) due to SMIC’s failure to pay fees due to PDF under a series of contracts. The Company seeks to recover the unpaid fees, a declaration requiring SMIC to pay fees under the contracts in the future, and costs associated with bringing the arbitration proceeding. The arbitration is on-going.

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~~13.~~ ~~SUBSEQUENT EVENT~~

On ~~July 29, 2020,~~ Advantest Corporation and the Company entered into a strategic partnership, through its wholly-owned subsidiary, Advantest America, Inc., which includes: (i) a significant agreement for the Company’s assistance in development of cloud-based applications for Advantest tools that leverage the Company’s Exensio software analytics platform; (ii) a commercial agreement providing for the license to ~~third~~ parties of solutions that result from the development work that combine Advantest’s testing applications and the Company’s Exensio platform; (iii) a 5-year cloud-based license for the Company’s Exensio platform and related hosted management services and DEX services, which provide tool data collected from certain OSAT facilities; and (iv) the purchase of 3,306,924 shares of the Company’s common stock, at a purchase price of $19.7085 per share, for aggregate gross proceeds of $65.2 million. Concurrent with the share purchase, Advantest Corporation has entered into multi-year voting and lock-up agreements.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Resultsof Operations

Forward-Looking Statements

The following discussion of our financial condition and results of operations contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical fact may be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “could,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential”, “target” or “continue,” the negative effect of terms like these or other similar expressions. Any statement concerning future financial performance (including future revenues, earnings or growth rates), ongoing business strategies, prospects, or the time required of our executive management for, and expenses related to, as well as the success of the our strategic growth opportunities and partnerships, including our partnership with Advantest Corporation, possible actions taken by us or our subsidiaries, and the ~~potential~~continuing impact of the COVID-19 pandemic on our business, which may be provided by us are also forward-looking statements. These forward-looking statements are only predictions. Forward-looking statements are based on current expectations and projections about future events and are inherently subject to a variety of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those anticipated or projected. All forward-looking statements included in this document are based on information available to us on the date of filing and we further caution investors that our business and financial performance are subject to substantial risks and uncertainties. We assume no obligation to update any such forward-looking statements. In evaluating these statements, you should specifically consider various factors, including the risk factors set forth in Item 1. “Business” and Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, ~~2019,~~2020, filed with the Securities and Exchange Commission on March ~~10, 2020.~~11, 2021. All references to “we”, “us”, “our”, “PDF”, “PDF Solutions” or “the Company” refer to PDF Solutions, Inc.

Cimetrix, CV, DFI, Exensio, PDF Solutions, the PDF Solutions logo are trademarks or registered trademarks of PDF Solutions, Inc. or its subsidiaries.

Overview

We ~~offer products and services~~provide comprehensive data solutions designed to empower ~~engineers and data scientists~~organizations across the semiconductor ecosystem to improve the yield ~~quality,~~ and ~~profitability~~quality of their ~~products.~~products and operational efficiency for increased profitability. We derive revenues from two sources: Analytics and Integrated Yield Ramp. Our offerings ~~combine~~include proprietary software, physical intellectual property ~~(IP)~~(“IP”) for Integrated Circuits ~~(or IC)~~(“IC”) designs, electrical measurement hardware tools, ~~proven methodologies,~~ and professional services. We primarily monetize our offerings through ~~time-based~~ license fees, contract revenue for professional services, and increasingly recently, time-based fees for software as a service ~~(or SaaS)~~(“SaaS”). In some cases, especially on our historical integrated yield ramp ~~(or IYR)~~(“IYR”) engagements, we also receive a value-based royalty that we call Gainshare. Our products, services, and solutions have been sold to integrated device manufacturers ~~(or IDMs)~~(“IDMs”), fabless semiconductor companies, foundries, equipment manufacturers, electronics manufacturing suppliers (“EMS”), original device manufacturers (“ODMs”), out-sourced semiconductor assembly and test ~~(or OSATs)~~(“OSATs”), and system houses.

Industry Trends

~~Industry Trend~~

The global COVID-19 pandemic has impacted the operations and purchasing decisions of companies worldwide. While the full potential economic impact brought by the COVID-19 pandemic may be difficult to assess or predict, the pandemic has resulted in significant disruption of global financial markets and on June 8, 2020, the National Bureau of Economic Research announced that the U.S. was in a recession. The COVID-19 pandemic has significantly affected how we and our customers ~~are operating~~operate our ~~business.~~businesses. For example, most U.S. states and countries worldwide ~~have~~ imposed in 2020, and may continue to impose from time-to-time for the foreseeable future, restrictions on the physical movement of ~~our employees, partners, and customers~~people to limit the spread of COVID-19, including travel restrictions and ~~shelter-in-place~~stay-at-home orders. As a result, from January to April 2020, our Shanghai office was temporarily shut down and ~~the restrictions limited the ability of~~ our local employees ~~to travel~~were restricted from traveling to customer sites or ~~visit~~visiting our other ~~offices from January to April 2020. Our corporate headquarters in the United States and several~~offices. Several other impacted locations were temporarily closed ~~but~~partially or fully in 2020, with minimal staffing only for essential activities including, for example, supporting essential businesses with our ~~US R&D facility partially reopened in June~~U.S. clean room facility. By the third quarter of 2020, ~~and~~ our offices in Canada, France, Korea, and ~~Korea have~~Japan had generally reopened ~~on various dates during~~with some restrictions returning temporarily at the ~~second quarter~~end of 2020. We are closely monitoring the COVID-19 situation and are currently ~~preparing plans~~planning to reopen our corporate headquarters in the United States in the fourth quarter of 2021 and other offices according to local restrictions, in each case, with ~~focused~~a focus on our employees’ safety. In addition, our personnel worldwide ~~are~~continue to be subject to various ~~country to country~~country-

to-country travel restrictions, which ~~limit our~~limits the ability of some employees to travel to other offices or customer sites. We believe the lack of an ability to ~~provide services~~meet in person during most of 2020 and the first half of 2021 may have made it harder for us to sell complex or new technologies to such customers ~~at their facilities.~~during these periods. If we can again begin to meet with customers in person, we may improve traction with these customers. To date, we have been able to provide uninterrupted access to our products and services due to our globally distributed workforce, many of whom ~~are already~~were working remotely prior to the pandemic, and our pre-existing infrastructure, which supports secure access to our internal systems. ~~If, however, the COVID-19 pandemic has a substantial impact on our employees’ productivity or our partners or customers decision to use our products~~The total duration and ~~services, our ability to deliver on current commitments, to secure future bookings, or achieve expected financial performance may be harmed. The duration and~~full extent of the impact from the COVID-19 pandemic depends on future developments that cannot be accurately predicted at this time, such as the ultimate severity and transmission rate of the virus and variants, the extent and effectiveness of containment actions and vaccinations, and the impact of these and other factors on our employees, customers, partners, and ~~vendors.~~

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suppliers.

Certain ~~general business~~other trends may affect our Analytics ~~revenue.~~revenue specifically. In particular, the confluence of Industry 4.0 (i.e. the fourth industrial revolution, or the automation and data exchange in manufacturing technologies and processes) and cloud computing (i.e. the on-demand availability of computing resources and data storage without direct active management by the user) is driving increased innovation in semiconductor and electronics manufacturing and analytics, as well as in the organization of IT networks and computing at ~~those same companies.~~semiconductor and electronics companies across the ecosystem. First, the ubiquity of wireless connectivity and sensor technology enables any manufacturing company to augment its factories and visualize its entire production line. In parallel, the cost per terabyte of data storage has continually decreased year to year. The combination of these two trends means that more data is collected and stored than ever before. ~~Semiconductor~~Further, semiconductor companies are striving to analyze these very large data sets in real-time to make rapid decisions that measurably improve manufacturing efficiency and quality. In parallel, the traditional practice of on-site data storage, even for highly sensitive data, is changing. The ability to cost-effectively and securely store, analyze, and retrieve massive quantities of data from the cloud versus on-premise enables data to be utilized across a much broader population of users, frequently resulting in greater demands on analytics programs. The combination of these latter two trends means that cloud-based, analytic programs that effectively manage identity management, physical security, and data protection are increasingly in demand for insights and efficiencies across the organizations of these companies. We believe that all these trends will continue for the next few years, and the challenges involved in adopting Industry 4.0 and secure cloud computing will create opportunities for ~~companies that have a~~our combination of advanced analytics capabilities, proven and established ~~data infrastructures,~~supporting infrastructure, and professional services to ~~optimize their environment~~configure our products to meet customers’ specialized needs.

Other business trends may continue to affect our Integrated Yield Ramp ~~revenue.~~revenue specifically. The logic foundry market at the leading-edge nodes, such as 10nm and 7nm, ~~has undergone~~underwent significant change over the past few years. The leading foundry continues to ~~increase~~dominate market share as other foundries may have ~~either suspended 7nm development, forecasted a later start of mass production, or~~ started later than originally forecast in some cases. This trend will likely continue to negatively impact our Integrated Yield Ramp business on these nodes. We expect most logic foundries to invest in derivatives of older process nodes, such as 28nm and ~~20nm,~~14nm, to extract additional value as many of their customers will not move to advanced nodes due to either technological barriers or restrictive economics. Foundries that participate at leading edge nodes are expected to continue to invest in new technologies such as memory, packaging, and multi-patterned and ~~extreme ultraviolet~~EUV lithography, as well as new innovations in process control and variability management. We expect China’s investment in semiconductors to continue. In order for these trends to provide opportunities for us to increase our business ~~in process control and~~leveraging electrical characterization, Chinese semiconductors manufacturers will need to increase their production volumes on advanced technology nodes and continue to engage foreign ~~suppliers.~~suppliers, subject to compliance with changing U.S. export restrictions. As a result of these market developments, we have chosen to focus our resources and investments in products, services, and solutions for analytics.

There are other ~~general~~ business trends that may affect our business ~~opportunities.~~opportunities generally. For instance, the demand for consumer electronics, communications devices, and high-performance computing continues to drive technological innovation in the semiconductor industry as the need for products with greater performance, lower power consumption, reduced costs, and smaller size continues to grow with each new product generation. In addition, advances in computing systems and mobile devices ~~have fueled~~continue to fuel demand for higher capacity memory chips. To meet these demands, IC manufacturers and designers are constantly challenged to improve the overall performance of their ICs by designing and manufacturing ICs with more embedded applications to create greater functionality while lowering power and cost per transistor. As this trend continues, companies will continually be challenged to improve process capabilities to optimally produce ICs with minimal random and systematic yield loss, which is driven by the lack of compatibility between the

design and its respective manufacturing process. We believe that these difficulties will continue to create a need for ~~all types of~~our products and services that address yield loss across the IC product life cycle.

Early decisions by the Biden U.S. Presidential Administration confirm continuity of a bipartisan consensus in the U.S. government favoring increased confrontation of China in trade practices and economic matters, national security, and human rights. The Biden Administration views technology as a domain of strategic competition in which the U.S. and allies must stay ahead of China. The Administration has reaffirmed the U.S. government consensus identifying semiconductor, artificial intelligence, and 5G technologies, and protection of U.S. supply chains, as priority efforts. It appears that the Administration may now augment ongoing U.S. efforts by enlisting the cooperation of allied countries in both advanced development and protection against P.R.C. use of U.S. and allied advances. The prior U.S. presidential administration expanded and intensified export controls and sanctions, including the addition of many P.R.C. companies to the U.S. Export Administration Regulations (“EAR”) Entity List. These listings restrict supply to designees of items that are subject to the EAR. After an internal evaluation, we determined that a large percentage of our software products are not of U.S. origin and are, thus, not subject to the EAR. Our standard operations include development, distribution processes, software download sites, and professional service centers and processes located in various geographies around the world to better serve our customers. Some customers have nonetheless expressed concerns to us that continued action by the U.S. government could potentially interrupt their ability to make use of our products or services. The continuing tension between the U.S. and P.R.C. governments in trade and security matters or the perception of that tension could lead to disruptions or reductions in international trade, deter or prevent purchasing activity of customers, and negatively impact our China sales and financial results.

Our Strategic Partnership

with Advantest

On July 29, 2020, we entered into a strategic partnership with Advantest Corporation through its wholly-owned subsidiary, Advantest America, Inc., (collectively, “Advantest”) that includes: (i) a significant agreement for our assistance in development of cloud-based applications for Advantest tools that leverage our Exensio software analytics platform; (ii) a commercial agreement providing for the license to third parties of solutions that result from the development work that combine Advantest’s testing applications and our Exensio platform; (iii) a 5-year cloud-based ~~license~~subscription for our Exensio analytics platform and related ~~hosted management services and DEX services, which provide tool data collected from certain OSAT facilities;~~services; and (iv) the purchase of 3,306,924 shares of our common stock, ~~at a purchase price of $19.7085 per share,~~ for aggregate gross proceeds of $65.2 million. Concurrent with the share purchase, Advantest Corporation also entered into multi-year voting and lock-up agreements.

We entered into this partnership to expand test and measurement solutions throughout the semiconductor value chain. We believe that the combination of our Exensio platform with Advantest’s advanced testing equipment will provide Advantest tool users with the ability to connect, test, measure, and analyze manufacturing data generated by the tools at any point in the semiconductor value chain, helping customers increase yield and reduce testing costs. Further, we believe collaboration with Advantest’s technology, direct connection to its customer relationships, and the breadth of its global footprint will enable us to both accelerate our technology roadmap and customer adoption of our AI-driven data analytics solutions across the supply chain.

Cimetrix Acquisition

On December 1, 2020, we completed the acquisition of Cimetrix Incorporated. The combination of Cimetrix connectivity products with our Exensio platform, which leverages machine learning, is intended to enable IC, assembly, and equipment manufacturer customers to extract more intelligence from their tools, not just data, to build more reliable chips and systems at lower manufacturing costs. For further information about this acquisition, see Note 4, Business Combination, to our condensed consolidated financial statements of this Quarterly Report on Form 10-Q.

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Financial Highlights

Financial highlights for the three months ended June 30, ~~2020, were~~2021, are as follows:

•

●

Total revenues were ~~$21.4~~$27.4 million, an increase of ~~$0.8~~$6.0 million, or 4%28%, compared to the three months ended June 30, ~~2019.~~2020. Analytics revenue was ~~$15.2~~$19.6 million, ~~which was~~ an increase of ~~$3.2~~$4.4 million compared to the three months ended June 30, ~~2019.~~2020. The increase in Analytics revenue was primarily driven by ~~$4.1~~a $9.0 million increase in ~~CV services~~revenue from Cimetrix connectivity products and Exensio licenses due to higher demand from customers, partially offset by a $4.6 million reduction in revenue from CV systems and DFI systems, which decrease in CV systems was due to a decrease in hours worked across multiple contracts and ~~customers, partially offset by the expiration of an Exensio contract for a customer that ceased 7nm production in 2019.~~customers. Integrated Yield Ramp revenue ~~decreased $2.4~~increased $1.6 million compared to year-ago period primarily due to higher hours worked on fixed fees engagements, partially offset by a decrease in Gainshare royalty from the 14nm technology node that was not completely offset by a slight increase from 28nm technology node.

●

Costs of revenues increased $1.8 million, compared to the three months ended June 30, 2020, primarily due to increases in personnel-related costs due to higher headcount resulting from the acquisition of Cimetrix, royalties and software expenses and cloud-delivery related costs, amortization of other acquired intangible assets. These increases were partially offset by decreases in facilities and information technology costs, depreciation expenses and subcontractor expenses.

	●	Net loss was $4.5 million, compared to $3.7 million for the three months ended June 30, 2020, compared to the three months ended June 30, 2019, due primarily to a $1.2 million decrease in revenue from services from lower hours worked across multiple contracts and customers, and a $1.2 million decrease in Gainshare royalty from the 14nm and 28nm technology nodes.

	•	Costs of revenues increased $1.1 million for the three months ended June 30, 2020, compared to the three months ended June 30, 2019, primarily due to (i) a $0.7 million increase in direct costs due mainly to the timing of deferral of contract costs, and (ii) a $0.8 million increase in cloud-delivery related costs and depreciation expense of test equipment, partially offset by a $0.5 million decrease in travel expenses resulting from reduced business travel in the second quarter of 2020 due to the global COVID-19 pandemic.

	•	~~Gross margin was 58%, compared to 62% for the three months ended June 30, 2019.~~

	•	~~Net loss was $3.7 million, compared to $0.7 million for the three months ended June 30, 2019.~~2020. The increase in net loss was primarily attributable to ~~a $1.1 million increase~~increases in costs of revenues, ~~a $1.3 million increase~~and in operating expenses ~~as we continued~~related primarily to ~~make investments in~~our research and development, sales and marketing activities, general and administrative expenses related to increases in personnel-related costs due to higher headcount as a ~~$0.3 million increase in interest~~result of the Cimetrix acquisition, subcontractor costs, facilities and ~~other expense (income), net,~~information technology-related costs and fees for legal services for the arbitration proceeding over a ~~$1.1 million decrease in income tax benefit,~~disputed customer contract, partially offset by ~~a $0.8 million increase~~increases in ~~revenues.~~ total revenues and decreases in general legal fees and income tax expense.

	●
	•	Cash, cash equivalents and short-term investments ~~increased $5.8~~decreased $6.1 million to ~~$103.4~~$139.2 million at June 30, ~~2020,~~2021, from ~~$97.6~~$145.3 million at December 31, ~~2019,~~2020, primarily due to cash used in our operating activities, the ~~collection~~purchase of ~~accounts receivables,~~property and equipment, repurchases of common stock and payments for taxes related to net share settlement of equity awards partially offset by ~~cash used in investing activities primarily related to additions to property~~proceeds from the exercise of stock options and ~~equipment for~~proceeds from purchases under our ~~DFI solution, including construction of additional eProbe tools.~~ employee stock purchase plan.

Financial highlights for the six months ended June 30, ~~2020, were~~2021, are as follows:

•

●

Total revenues were ~~$42.6~~$51.6 million, ~~which was~~ an increase of ~~$1.5~~$9.1 million, or 4%21%, compared to the six months ended June 30, ~~2019.~~2020. Analytics revenue was ~~$28.4~~$39.0 million, ~~which was~~ an increase of ~~$5.0~~$10.6 million compared to the six months ended June 30, ~~2019.~~2020. The increase in Analytics revenue was primarily driven by ~~$6.2~~a $17.2 million increase in ~~CV services~~revenue from Cimetrix connectivity products and Exensio licenses ~~and services,~~due to higher demand from customers, partially offset by ~~the expiration of an Exensio contract for~~ a ~~customer that ceased 7nm production~~$6.6 million reduction in ~~2019~~revenue from CV system and DFI systems, which decrease in ~~DFI revenue.~~CV systems revenue was due to a reduction in hours worked across multiple contracts and customers. Integrated Yield Ramp revenue decreased ~~$3.6~~$1.5 million ~~for~~compared to year-ago period primarily due to a reduction in hours worked on fixed fees engagements,
partially offset by a decrease in Gainshare royalty from the ~~six months ended June 30, 2020,~~14nm technology node that was not completely offset by a slight increase from 28nm technology node.

	●	Costs of revenues increased $4.0 million, compared to the six months ended June 30, 2019, due primarily to a $1.2 million decrease in revenue from lower hours worked across multiple contracts and customers, and the effect $3.3 million in nonrecurring revenue from a customer contract amendment recognized in the first quarter of 2019, partially offset by a $1.0 million increase in Gainshare royalty from the 14nm technology nodes.

	•	~~Costs of revenues increased $1.7 million for the six months ended June 30,~~ 2020, ~~compared to the six months ended June 30, 2019,~~ primarily due to ~~(i) a $1.3 million increase~~increases in personnel-related costs due to higher headcount resulting from the acquisition of Cimetrix, amortization of other acquired intangible assets and royalties and software expenses and cloud-delivery related costs. These increases were partially offset by decreases in direct costs ~~related to third-party software royalty and licenses expense, equipment and~~due mainly from hardware expense, ~~related to a new customer engagement,~~shipping costs and the timing of deferral of contract costs, ~~and (ii) a $1.6 million increase in cloud-delivery related costs~~facilities expenses and depreciation, ~~expense of test equipment, partially offset by (i)~~ a ~~$0.4 million decrease in personnel-related costs, and (ii) a $0.7 million~~

decrease in travel expenses resulting from reduced business travel ~~in the first half~~as a result of ~~2020 due to~~ the global COVID-19 ~~pandemic.~~

pandemic, and a decrease in subcontractor expense.

●

•

~~Gross margin was 59%, compared to 62% for the six months ended June 30, 2019.~~

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•

Net loss was ~~$4.2~~$12.1 million, compared to ~~$3.4~~$4.2 million for the six months ended June 30, ~~2019.~~2020. The increase in net loss was primarily attributable to ~~a $1.7 million increase~~increases in costs of revenues, ~~a $2.6 million increase in~~ operating expenses ~~as we continued~~related primarily to ~~make investments in~~our research and development, sales and marketing activities, general and administrative expenses related to increases in personnel-related costs due to higher headcount as a ~~$0.3 million increase in interest~~result of the Cimetrix acquisition, subcontractor costs, facilities and information technology-related costs and fees for legal services for the arbitration proceeding over a disputed customer contract, and amortization expense of other ~~expense (income), net,~~acquired intangibles assets, partially offset by ~~a $1.5 million increase~~increases in total revenues and ~~a $2.2 million increase~~decreases in general legal fees and income tax ~~benefit.~~

expense.

Critical Accounting Policies and Estimates

See Note 1, Summary of ~~“Notes~~Significant Accounting Policy, to ~~Condensed Consolidated Financial Statements (Unaudited)” of~~our condensed consolidated financial statements in this Quarterly Report on Form 10-Q, for a description of recent accounting pronouncements and accounting changes, including the expected dates of adoption and estimated effects, if any, on our condensed consolidated financial statements, and to Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, ~~2019.~~

2020.

There were no material changes during the six months ended June 30, ~~2020~~2021, to the items that we disclosed as our critical accounting policies and estimates in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, ~~2019.~~

2020.

The following is a brief discussion of the more significant accounting policies and methods that we use.

General

Our discussion and analysis of our financial conditions, results of operations and cash flows are based on our condensed consolidated financial statements, which have been prepared in conformity with accounting principles generally accepted in the United States of America. Our preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. The most significant estimates and assumptions relate to revenue recognition, valuation of long-lived assets including goodwill and intangible assets, and the realization of deferred tax assets. Actual amounts may differ from such estimates under different assumptions or conditions.

Revenue Recognition

We derive revenue from two sources: Analytics and Integrated Yield Ramp.

Analytics Revenue

Analytics revenue is derived from the following primary offerings: licenses and services for ~~Exensio®~~standalone Software (which consists primarily of Exensio and Cimetrix products), SaaS ~~DFI™~~(which consists primarily of Exensio products), and ~~Characterization Vehicle (CV®)~~DFI and CV systems that do not include performance incentives based on customers’ yield achievement.

Revenue from standalone ~~Exensio Software~~software is recognized depending on whether the license is perpetual or time-based. Perpetual (one-time charge) license software is recognized at the time of the inception of the arrangement when control transfers to the customers, if the software license is distinct from the services offered by us. Revenue from post-contract support is recognized over the contract term on a straight-line basis, because we are providing (i) support and (ii) unspecified software updates on a when-and-if available basis over the contract term. Revenue from time-based-licensed software is allocated to each performance obligation and is recognized either at a point in time or over time as

follows. The license component is recognized at the time when control transfers to customers, with the post-contract support component recognized ratably over the committed term of the contract. For contracts with any combination of licenses, support, and other services, distinct performance obligations are accounted for separately. For contracts with multiple performance obligations, we allocate the transaction price of the contract to each performance obligation on a relative basis using the standalone selling price ~~(or SSP)~~(“SSP”) attributed to each performance obligation.

Revenue from ~~Exensio~~ SaaS arrangements, which allow for the use of a cloud-based software product or service over a contractually determined period of time without taking possession of software, is accounted for as subscriptions and is recognized as revenue ratably, on a straight-line basis, over the subscription period beginning on the date the service is first made available to customers.

~~Table of Contents~~

Revenue from DFI systems and CV systems that do not include performance incentives based on customers’ yield achievement is recognized primarily as services are performed. Where there are distinct performance obligations, we allocate revenue to all deliverables based on their SSPs. For these contracts with multiple performance obligations, we allocate the transaction price of the contract to each performance obligation on a relative basis using SSP attributed to each performance obligation. Where there are not discrete performance obligations, historically, revenue is primarily recognized as services are performed using a percentage of completion method based on costs or labor-hours inputs, whichever is the most appropriate measure of the progress towards completion of the contract. The estimation of percentage of completion method is complex and subject to many variables that require significant judgment.

Integrated Yield Ramp Revenue

Integrated Yield Ramp revenue is derived from our yield ramp engagements ~~which~~that include Gainshare or other performance incentives based on customers’ yield achievement.

Revenue under these project–based contracts, which are delivered over a specific period of time typically for a fixed fee component paid on a set schedule, is recognized as services are performed using a percentage of ~~completion.~~completion method based on costs or labor-inputs, whichever is the most appropriate measure of the progress towards completion of the contract. Where there are distinct performance obligations, we allocate revenue to all deliverables based on their SSPs and allocate the transaction price of the contract to each performance obligation on a relative basis using SSP. Similar to the services provided in connection with DFI systems and CV systems that are contributing to Analytics revenue, due to the nature of the work performed in these arrangements, the estimation of percentage of completion method is complex and subject to many variables that require significant ~~judgement.~~

judgment.

The Gainshare royalty contained in yield ramp contracts is a variable fee related to continued usage of our IP after the fixed-fee service period ends, based on the customers’ yield achievement. Revenue derived from Gainshare is contingent upon our customers reaching certain defined production yield levels. Gainshare royalty periods are generally subsequent to the delivery of all contractual services and performance obligations. We record Gainshare as a usage-based royalty derived from ~~customers'~~customers’ usage of intellectual property and record it in the same period in which the usage occurs.

Income Taxes

We are required to assess whether it is ~~"more-likely-than-not"~~“more-likely-than-not” that we will realize our deferred tax assets. If we believe that they are not likely to be fully realizable before the expiration dates applicable to such assets, then to the extent we believe that recovery is not likely, we must establish a valuation allowance. Based on all available evidence, both positive and negative, we determined a full valuation allowance was appropriate for our federal and state net deferred tax assets (“DTAs”) in the fourth quarter of 2020, primarily driven by a cumulative loss incurred over the 12-quarter period ended December 31, 2020, and the likelihood that we may not utilize tax attributes before they begin to expire at the end of 2022. The valuation allowance was approximately ~~$11.2 million and $10.5~~$41.9 million as of June 30, ~~2020~~2021, and December 31, ~~2019 respectively, which was related~~2020. We will continue to ~~California R&D tax credits~~evaluate the need for a valuation allowance and ~~California net operating losses (NOLs) related to an acquisition that we currently do not believe to be “more-likely-than-not” to be ultimately realized.~~may change our conclusion in a future period based on changes in facts (e.g., 12-quarter cumulative profit, significant new revenue, etc.). If we conclude at a future financial reporting period that there has been a change in our ability to realize our California R&D credit and net operating loss carry forward deferred tax assets, and it is at such time “more-likely-than-not” that we are more likely than not to utilize some or all of our U.S. DTAs, we will ~~realize the tax credits before applicable expiration dates,~~release some or all of our valuation allowance and our tax provision will decrease in the period in which we make such determination.

We evaluate our ~~deferred tax assets~~DTAs for realizability considering both positive and negative evidence, including our historical financial performance, projections of future taxable income, future reversals of existing taxable temporary differences, tax planning strategies and any carryback availability. In evaluating the need for a valuation allowance, we estimate future taxable income based on management approved business plans. This process involves significant management judgment about assumptions that are subject to change from period to period based on changes in tax laws or variances between future projected operating performance and actual results. Changes in the net ~~deferred tax assets,~~DTAs, less offsetting valuation allowance, in a period are recorded through the income tax provision and could have a material impact on the Condensed Consolidated Statements of Comprehensive Loss.

Our income tax calculations are based on application of applicable U.S. federal, state, or foreign tax law. Our tax filings, however, are subject to audit by the respective tax authorities. Accordingly, we recognize tax liabilities based upon our estimate of whether, and the extent to which, additional taxes will be due when such estimates are more-likely-than-not to be sustained. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. To the extent the final tax liabilities are different than the amounts originally accrued, the increases or decreases are recorded as income tax expense or benefit in the Condensed Consolidated Statements of Comprehensive Loss. At June 30, ~~2020,~~2021, no deferred taxes have been provided on undistributed earnings from our international subsidiaries. We intend to reinvest the earnings of ~~its~~our non-U.S. subsidiaries in those operations indefinitely. As such, we have not provided for any foreign withholding taxes on the earnings of foreign subsidiaries as of June 30, ~~2020.~~2021. The earnings of our foreign subsidiaries are taxable in the U.S. in the year earned under the Global Intangible Low-Taxed Income rules implemented under 2017 Tax Cuts and Jobs Act.

~~Table of Contents~~

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted. The CARES Act includes, among other things, refundable payroll tax credits, deferment of some employer FICA taxes, allowance of net operating loss carrybacks for up to five years, alternative minimum tax credit refunds, and technical amendments regarding the income tax depreciation of qualified improvement property placed in service after December 31, 2017. The removal of certain limitations on the utilization of NOLs resulted in our recognition of an income tax benefit of $2.2 million from the carryback of federal NOLs during the six months ended June 30, 2020.

Valuation of Long-lived Assets including Goodwill and Intangible Assets

We record goodwill when the purchase consideration of an acquisition exceeds the fair value of the net tangible and identified intangible assets as of the date of acquisition. We have one operating segment and one operating unit. We perform an annual impairment assessment of goodwill during the fourth quarter of each calendar year or more frequently, if required to determine if any events or circumstances exist, such as an adverse change in business climate or a decline in the overall industry demand, that would indicate that it would more likely than not reduce the fair value of a reporting unit below its carrying amount, including goodwill. If events or circumstances do not indicate that the fair value of a reporting unit is below its carrying amount, then goodwill is not considered to be impaired and no further testing is required. If the carrying amount exceeds its fair value, an impairment loss would be recognized equal to the amount of excess, limited to the amount of total goodwill. There was no goodwill impairment for the three and six months ended June 30, ~~2020.~~

2021.

Our long-lived assets, excluding goodwill, consist of property and equipment and intangible assets. We periodically review our long-lived assets for ~~impairment~~.impairment. For assets to be held and used, we initiate our review whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset group may not be recoverable. Recoverability of an asset group is measured by comparison of its carrying amount to the expected future undiscounted cash flows that the asset group is expected to generate. If it is determined that an asset group is not recoverable, an impairment loss is recorded in the amount by which the carrying amount of the asset group exceeds its fair value. There was no impairment of long-lived assets for the three and six months ended June 30, ~~2020.~~

2021.

Recent Accounting Pronouncements and Accounting Changes

See Note 1, Summary of ~~“Notes~~Significant Accounting Policy, to ~~Condensed Consolidated Financial Statements (Unaudited)”~~our condensed consolidated financial statements of this Quarterly Report on Form 10-Q, for a description of recent accounting pronouncements and accounting changes, including the expected dates of adoption and estimated effects, if any, on our ~~Condensed Consolidated Financial Statements.~~condensed consolidated financial statements.

Results of Operations

~~Income Statement Presentation~~

In the fourth quarter of 2019, in order to enhance the transparency of our revenue reporting, we updated our Condensed Consolidated Statements of Comprehensive Loss to change our historical presentation of revenue categories. Previously, we presented revenue on two lines: Solutions and Gainshare performance incentives. Included within Solutions, was revenue from software and related revenue, SaaS solutions, DFI licenses, and fixed-price project-based solution implementation services. The previous Gainshare performance incentive category included only revenue from performance incentive programs. We now present revenue in the following categories: Analytics and Integrated Yield Ramp. Integrated Yield Ramp revenue is comprised of all revenue from our Integrated Yield Ramp services engagements that include performance incentives based on customers’ yield achievement, i.e. both fixed-fees and Gainshare royalty from such engagements. Analytics comprises all other revenue, including from our licenses and services for Exensio Software, Exensio SaaS, DFI and CV systems that do not include performance incentives based on customers’ yield achievement.

~~Table of Contents~~

The change in presentation of revenue does not change our net revenues or total cost of net revenues. The following table shows reclassified amounts to conform to the current period’s presentation (in thousands):

For the Three Months Ended June 30, 2019

For the Six Months Ended June 30, 2019

Change in

Change in

Previously

Presentation

Current

Previously

Presentation

Current

Reported

Reclassification

Presentation

Reported

Reclassification

Presentation

Revenues:

Solutions
$ 13,429 $ (13,429 ) N/A $ 30,090 $ (30,090 ) N/A
Gainshare performance incentives
7,139 (7,139 ) N/A 11,019 (11,019 ) N/A
Analytics
N/A 11,974 $ 11,974 N/A 23,408 $ 23,408
Integrated Yield Ramp
N/A 8,594 8,594 N/A 17,701 17,701
Total revenues
$ 20,568 $ — $ 20,568 $ 41,109 $ — $ 41,109

Since certain costs of revenues are attributed to both Analytics and Integrated Yield Ramp revenue categories, we believe it is more appropriate and meaningful to present the Condensed Consolidated Statements of Comprehensive Loss under a one-step presentation format that excludes any measure of gross margin. In the fourth quarter of 2019, we elected to change our Condensed Consolidated Statements of Comprehensive Loss presentation from a two-step presentation, where total costs of revenues was deducted from total revenues to report a gross profit line, to a one-step presentation, where total costs and expenses are deducted from total revenues. The change in presentation does not change previously presented amounts for costs of revenues, operating expenses and other expenses (income), or loss before income taxes.

Discussion of Financial Data for the ~~Three~~three and ~~Six~~ ~~Months Ended~~ six months ended June 30,, 2021 and 2020 ~~and 2019~~

Revenues, Costs of Revenues, and Gross Margin

Three Months Ended June 30,

Change

Six Months Ended June 30,

Change

2020

2019
$ % 2020 2019 $ %
(Dollars in thousands)

Revenues:

Analytics
$ 15,172 $ 11,974 $ 3,198 27 % $ 28,420 $ 23,408 $ 5,012 21 %
Integrated Yield Ramp
6,237 8,594 (2,357 ) (27 )% 14,147 17,701 (3,554 ) (20 )%
Total revenues
$ 21,409 $ 20,568 $ 841 4 % $ 42,567 $ 41,109 $ 1,458 4 %
Costs of revenues
8,946 7,832 1,114 14 % 17,433 15,700 1,733 11 %
Gross profit
$ 12,463 $ 12,736 $ (273 ) (2 )% $ 25,134 $ 25,409 $ (275 ) (1 )%
Gross margin
58 % 62 % 59 % 62 %

Analytics revenue as a percentage of total revenues
71 % 58 % 67 % 57 %
Integrated Yield Ramp revenue as a percentage of total revenues
29 % 42 % 33 % 43 %

Three Months Ended


Six Months Ended


June 30,

Change

June 30,

Change


2021

2020

$

%


2021

2020

$

%

(Dollars in thousands)

















Revenues:

















Analytics

$
19,578

$
15,172

$
4,406

29
%

$
38,971

$
28,420

$
10,551

37
%
Integrated Yield Ramp

7,841

6,237

1,604

26
%

12,648

14,147

(1,499)

(11)
%
Total revenues

27,419

21,409

6,010

28
%

51,619

42,567

9,052

21
%
Costs of revenues

10,785

8,946

1,839

21
%

21,448

17,433

4,015

23
%
Gross profit

$
16,634

$
12,463

$
4,171

33
%

$
30,171

$
25,134

$
5,037

20
%
Gross margin

61
%

58
%



58
%

59
%



Analytics revenue as a percentage of total revenues

71
%

71
%





75
%

67
%





Integrated Yield Ramp revenue as a percentage of total revenues

29
%

29
%





25
%

33
%

Analytics Revenue

Analytics revenue increased ~~$3.2~~$4.4 million for the three months ended June 30, ~~2020,~~2021, compared to the three months ended June 30, ~~2019.~~2020. The increase in Analytics revenue was primarily driven by ~~$4.1~~a $9.0 million increase in ~~CV services~~revenue from Cimetrix connectivity products and Exensio licenses due to higher demand from customers, partially offset by a $4.6 million reduction in revenue from CV systems and DFI systems, which decrease in CV systems was due to a reduction in hours worked across multiple contracts and ~~customers, partially offset by the expiration of an Exensio contract for a customer that ceased 7nm production in 2019.~~

customers.

Analytics revenue increased ~~$5.0~~$10.6 million for the six months ended June 30, ~~2020,~~2021, compared to the six months ended June 30, ~~2019.~~2020. Analytics revenue was $39.0 million, which was an increase of $10.6 million compared to the six months ended June 30, 2020. The increase in Analytics revenue was primarily driven by ~~$6.2~~a $17.2 million increase in ~~CV services~~revenue from Cimetrix connectivity products and Exensio licenses ~~and services,~~due to higher demand from customers, partially offset by ~~the expiration of an Exensio contract for~~ a ~~customer that ceased 7nm production~~$6.6 million reduction in ~~2019~~revenue from CV systems and DFI systems, which decrease in ~~DFI revenue.~~CV systems revenue was due to a reduction in hours worked across multiple contracts and customers.

~~Table of Contents~~

Integrated Yield Ramp Revenue

Integrated Yield Ramp revenue ~~decreased $2.4~~increased $1.6 million for the three months ended June 30, ~~2020,~~2021, compared to the three months ended June 30, ~~2019,~~2020, due primarily to ~~a $1.2 million decrease in revenue from services from lower~~higher hours worked ~~across multiple contracts and customers, and a $1.2 million decrease in~~on fixed fees engagements partially offset by decreased Gainshare royalty from the 14nm technology node and that was not completely offset by a slight increase from the 28nm technology ~~nodes.~~node. Integrated Yield Ramp revenue decreased ~~$3.6~~$1.5 million for the six months ended June 30, ~~2020,~~2021, compared to the six months ended June 30, ~~2019,~~2020, due primarily to ~~a $1.2 million decrease in revenue from~~ lower hours worked ~~across multiple contracts~~on fixed fees engagements and ~~customers, and a $3.3 million in nonrecurring revenue from a customer contract amendment recognized in the first quarter of 2019, partially offset by a $1.0 million increase in~~decreased Gainshare royalty from the 14nm technology ~~nodes.~~ node that was not completely offset by a slight increase from the 28nm technology node.

Our Integrated Yield Ramp revenue may continue to fluctuate from period to period primarily due to the contribution of Gainshare royalty, which is dependent on many factors that are outside our control, including among others, continued production of ICs by our customers at facilities at which we generate Gainshare, sustained yield improvements by our customers, and our ability to enter into new contracts containing Gainshare.

Our Analytics and Integrated Yield Ramp revenues may fluctuate in the future and are dependent on a number of factors, including the semiconductor industry’s continued acceptance of our products, services and solutions, the timing of purchases by existing and new customers, cancellations by existing customers, and our ability to attract new customers and penetrate new markets, and further penetration of our current customer base. Fluctuations in future results may also

occur if any of our significant customers renegotiate pre-existing contractual commitments, including due to adverse changes in their own business.

Costs of Revenues

Costs of revenues consist of costs incurred to provide and support our services, costs recognized in connection with licensing our software, and amortization of acquired technology. Services costs consist of material, employee compensation and related benefits, overhead costs, travel and allocated facilities-related costs. Software license costs consist of costs associated with licensing third-party software used by us in providing services to our customers in solution engagements, or sold in conjunction with our software products.

The increase in costs of revenues of ~~$1.1~~$1.8 million for the three months ended June 30, ~~2020,~~2021, compared to the three months ended June 30, 2019, was primarily due to (i) a $0.7 million increase in direct costs due mainly to the timing of deferral of contract costs, and (ii) a $0.8 million increase in cloud-delivery related costs and depreciation expense of test equipment, partially offset by a $0.5 million decrease in travel expenses resulting from reduced business travel in the second quarter of 2020 due to the global COVID-19 pandemic.

The increase in costs of revenues of $1.7 million the six months ended June 30, 2020, compared to the six months ended June 30, 2019, was primarily due to (i) a $1.3 million increase in direct costs related to third-party software royalty and licenses expense, equipment and hardware expense related to a new customer engagement, and lower deferral of contract costs, and (ii) a $1.6 million increase in cloud-delivery related costs and depreciation expense of test equipment, partially offset by (i) a $0.4 million decrease in personnel-related costs, and (ii) a $0.7 million decrease in travel expenses resulting from reduced business travel in the first half of 2020 due to the global COVID-19 pandemic.

~~Gross Margin~~

~~Gross margin for the three months ended June 30, 2020 was 58% compared to 62% for the year-ago period, or a decrease of 4%. The decrease in gross margin during~~ the three months ended June 30, 2020, was primarily due to (i) a $0.9 million increase in cloud-delivery costs, software royalty and licenses expense, and hardware costs (ii) a $0.8 million increase in personnel-related costs due to higher headcount as a result of the Cimetrix acquisition and higher benefit costs, partially offset by a decrease in stock compensation costs, and (iii) a $0.4 million increase amortization of other acquired intangible assets. These were partially offset by (i) a $0.2 million decrease in facilities and information technology-related costs including depreciation expense, and (ii) a $0.1 million decrease in subcontractor expense.

The increase in costs of revenues of $4.0 million for the six months ended June 30, 2021, compared to the six months ended June 30, 2020, was primarily due to (i) a $2.8 million increase in personnel-related costs due to higher headcount as a result of the Cimetrix acquisition, higher benefit costs, merit increases, partially offset by a decrease in stock compensation costs, (ii) a $1.4 million increase in cloud-delivery costs, software royalty and licenses expense, and hardware costs, and (iii) a $0.4 million increase in amortization of other acquired intangibles assets. These were partially offset by (i) a $0.3 million decrease in facilities and information technology-related costs including depreciation expense, (ii) a $0.2 million decrease in travel expenses resulting from reduced business travel due to the global COVID-19 pandemic, (iii) a $0.2 million decrease in subcontractor expense, and timing of deferral of contract costs.

Gross Margin

Gross margin for the three months ended June 30, 2021, was 61% compared to 58% for the year-ago period. The higher gross margin during the three months ended June 30, 2021, was primarily due to higher Analytics revenue partially offset by an increase in ~~cloud-delivery service~~ costs ~~depreciation expense related to our test equipment and increases in certain third-party royalty and licensing costs.~~

of revenue.

Gross margin for the six months ended June 30, ~~2020~~2021, was ~~59%~~58% compared to ~~62%~~59% for the year-ago ~~period, or a decrease of 3%.~~period. The ~~higher~~lower gross margin during the ~~first half of 2019~~six months ended June 30, 2021, was primarily due to ~~$3.3 million~~lower Integrated Yield Ramp revenue, primarily due to a decrease in ~~nonrecurring revenue from a customer contract amendment, partially offset by~~Gainshare royalty, and an ~~overall~~ increase in ~~Analytics revenue during the first half of 2020, which revenue is comprised of software and term-based licenses that include lower direct~~ costs of ~~revenues to deliver than IYR offerings.~~revenues.

~~Table of Contents~~

Operating Expenses:

Research and Development

	Three Months Ended June 30,						Change					Six Months Ended June 30,						Change

																							Three Months Ended										Six Months Ended
																							June 30,						Change				June 30,						Change
(Dollars in thousands)	2020			2019			$		%			2020			2019			$		%			2021			2020			$		%		2021			2020			$		%
Research and development	$	7,754		$	7,312		$	442		6	%	$	16,344		$	15,558		$	786		5	%	$	11,064		$	7,754		$	3,310	43	%	$	21,905		$	16,344		$	5,561	34	%
As a percentage of total revenues		36	%		36	%							38	%		38	%							40	%		36	%						42	%		38	%

Research and development expenses consist primarily of personnel-related costs to support product development activities, including compensation and benefits, outside development services, travel, facilities cost allocations, and stock-based compensation charges.

Research and development expenses increased for the three months ended June 30, ~~2020,~~2021, compared to the year-ago period, primarily due to (i) a ~~$0.2~~$2.4 million increase in personnel-related costs due to higher headcount as a result of the Cimetrix acquisition, higher benefit costs, and higher stock-based compensation, (ii) a $0.8 million increase in subcontractor expenses primarily related to our DFI systems, Exensio and Cimetrix software, (iii) a $0.2 million increase in facilities, information technology-related costs including depreciation expense, ~~(iii)~~and (iv) a $0.1 million increase in cloud-services related ~~costs, and (iv) a $0.1 million increase in software licenses and maintenance expense,~~costs. These were partially offset by (i) a $0.2 million decrease in ~~travel~~software maintenance expense and other expenses.

Research and development expenses increased for the six months ended June 30, ~~2020,~~2021, compared to the year-ago period, primarily due to (i) a ~~$0.4~~$4.2 million increase in ~~depreciation expense,~~personnel-related costs due to higher headcount as a result of the Cimetrix acquisition, higher benefit costs, merit increases and higher stock-based compensation, (ii) a $1.4 million increase in subcontractor expenses primarily related to our DFI systems, Exensio and Cimetrix software, and (iii) a $0.2 million increase in cloud-services related costs, (iii) a $0.2 million increase in subcontractor expenses that is primarily related to our DFI and Exensio solutions, and (iv) a $0.2 million increase in software licenses and maintenance expense,costs. These were partially offset by a ~~$0.2~~$0.3 million decrease in ~~travel expenses.~~

software maintenance expense.

We anticipate our expenses in research and development will fluctuate in absolute dollars from period to period due to the timing of product development projects.

Selling, General and Administrative

	Three Months Ended June 30,						Change					Six Months Ended June 30,						Change

																							Three Months Ended										Six Months Ended
																							June 30,						Change				June 30,						Change
(Dollars in thousands)	2020			2019			$		%			2020			2019			$		%			2021			2020			$		%		2021			2020			$		%
Selling, general and administrative	$	7,737		$	6,940		$	797		11	%	$	15,632		$	13,950		$	1,682		12	%	$	9,410		$	7,737		$	1,673	22	%	$	18,874		$	15,632		$	3,242	21	%
As a percentage of total revenues		36	%		34	%							37	%		34	%							34	%		36	%						37	%		37	%

Selling, general and administrative expenses consist primarily of compensation and benefits for sales, marketing and general and administrative personnel, legal and accounting services, marketing communications, travel and facilities cost allocations, and stock-based compensation charges.

Selling, general and administrative expenses increased for the three months ended June 30, ~~2020,~~2021, compared to the year-ago period, primarily due to (i) a ~~$0.5~~$1.5 million increase in ~~legal fees,~~personnel-related costs due to higher headcount as a result of the Cimetrix acquisition and higher benefit costs, (ii) a $0.4 million increase in ~~subcontractor expenses,~~facilities and information technology-related costs including rent and depreciation expense, (iii) a $0.2 million ~~write-down~~increase in ~~carrying value of property and equipment, and~~legal fees, primarily related to fees for legal services for the arbitration proceeding over a disputed customer contract, (iv) a $0.1 million increase in cloud-services related costs and (v) a $0.1 million increase in travel expenses. These were partially offset by (i) a $0.3 million decrease in general legal expenses, (ii) a $0.2 million decrease in ~~personnel-related costs,~~subcontractor expenses and (iii) a $0.2 million decrease in ~~travel~~other expenses.

Selling, general and administrative expenses increased for the six months ended June 30, ~~2020,~~2021, compared to the year-ago period, primarily due to (i) a $2.5 million increase in personnel-related costs due to higher headcount as a result of the Cimetrix acquisition, higher benefit costs, merit increases and higher stock-based compensation, (ii) a $0.8 million increase in facilities and information technology-related costs including rent and depreciation expense, (iii) a $0.4 million increase in legal fees, ~~(ii)~~primarily related to fees for legal services for the arbitration proceeding over a ~~$0.7~~disputed customer contract, (iv) a $0.2 million increase in ~~subcontractor expenses, (iii) a $0.3 million increase in personnel-related costs, (iv)~~accounting and related fees, and (v) a $0.2 million increase in cloud-services related ~~costs, and (v) a $0.2 million increase from a write-down of equipment,~~costs. These were partially offset by (i) a ~~$0.3~~$0.6 million decrease in ~~travel~~general legal expenses, and (ii) a $0.2 million decrease in ~~depreciation and maintenance~~other expenses.

We anticipate our selling, general and administrative expenses will fluctuate in absolute dollars from period to period as a result of cost control initiatives and to support our selling efforts in the future.

~~Table of Contents~~

Amortization of Other Acquired Intangible Assets

	Three Months Ended June 30,				Change					Six Months Ended June 30,				Change

																			Three Months Ended								Six Months Ended
																			June 30,				Change				June 30,				Change
(Dollars in thousands)	2020		2019		$		%			2020		2019		$		%			2021		2020		$		%		2021		2020		$		%
Amortization of other acquired intangible assets	$	174	$	154	$	20		13	%	$	347	$	262	$	85		32	%	$	313	$	174	$	139	80	%	$	627	$	347	$	280	81	%

Amortization of other acquired intangible assets consists of amortization of intangibles acquired as a result of certain business ~~combination.~~ combinations. The increase in amortization of other acquired intangible assets for the three and six months ended June 30, 2021, compared to the year-ago period, was primarily related to amortization of other acquired intangible assets related to the Cimetrix acquisition.

Interest and Other Expense (Income), Net

	Three Months Ended June 30,					Change					Six Months Ended June 30,					Change

																					Three Months Ended								Six Months Ended
																					June 30,				Change				June 30,				Change
(Dollars in thousands)	2020		2019			$		%			2020		2019			$		%			2021		2020		$		%		2021		2020		$		%
Interest and other expense (income), net	$	150	$	(111	)	$	261		235	%	$	170	$	(105	)	$	275		262	%	$	243	$	150	$	93	62	%	$	(198)	$	170	$	(368)	(216)	%

Interest and other expense (income), net, primarily consists of interest income, gains and losses from foreign currency forward contracts, and foreign currency transaction exchange gains and losses.

Interest and other expense (income), net increased for the three months ended June 30, ~~2020,~~2021, compared to the year-ago period, primarily due to a ~~decrease in interest income due to lower interest rates, and~~ higher net unfavorable ~~fluctuations~~fluctuation in foreign exchange ~~rates.~~

rates and an increase in loss related to foreign currency forward contracts. Interest and other expense (income), net ~~increased~~decreased for the six months ended June 30, ~~2020,~~2021, compared to the year-ago period, primarily due to a higher net favorable fluctuations in foreign exchange rates, a decrease in loss related to foreign currency forward contracts, partially offset by a decrease in interest income due to lower interest rates.

Income Tax Expense (Benefit)

	Three Months Ended June 30,					Change					Six Months Ended June 30,						Change

																							Three Months Ended								Six Months Ended
																							June 30,				Change				June 30,				Change
(Dollars in thousands)	2020		2019			$		%			2020			2019			$			%			2021		2020		$		%		2021		2020		$		%
Income tax expense (benefit)	$	300	$	(849	)	$	1,149		135	%	$	(3,179	)	$	(947	)	$	(2,232	)		236	%	$	88	$	300	$	(212)	(71)	%	$	1,044	$	(3,179)	$	4,223	(133)	%

Income tax expense ~~increased~~decreased for the three months ended June 30, ~~2020,~~2021, compared to the same year-ago period, primarily due to the ~~results~~full valuation allowance placed against United States federal and state net deferred tax assets in the fourth quarter of 2020 and also due to the loss limitation calculation rules outlined in ASC 740. Absent such rules, the Company would have recorded an income tax benefit during the three months ended June 30, 2020. After the adoption of ASU 2019-12 at the beginning of 2021, the Company is no longer subject to the loss limitation calculation rules under ASC 740. Income tax expense recorded during the three months ended June 30, 2021, is primarily due to foreign taxes and changes in ~~the excess~~reserves for uncertain tax ~~benefit from employee stock compensation expense and the tax benefit from forecasted operating losses.~~

positions.

Income tax ~~benefit~~expense increased for the six months ended June 30, ~~2020,~~2021, compared to the year-ago period, is primarily due ~~favorable increase~~to the full valuation allowance against United States federal net deferred tax assets in ~~excess tax benefits related to employee stock compensation expense and as a result of the provisions of the CARES Act. During~~ the six months ended June 30, ~~2020, we recorded an income tax benefit~~2021, and one-time benefits in the first quarter of ~~$2.2 million from the carryback of federal NOLs~~2020, pursuant to the provisions of the Coronavirus Aid, Relief, and Economic Security Act (“CARES ~~Act.~~Act”) passed on March 27, 2020, which provided for an income tax benefit in the six months ended June 30, 2020.

We do not have any off-balance sheet arrangements, investments in special purpose entities or undisclosed borrowings or debt.

~~The following table summarizes our known contractual obligations (in thousands) as of June 30, 2020:~~

We are exposed to three primary types of market risks: credit risk and counterparty risk, foreign currency exchange rate risk and interest rate risk. The following discusses our exposure to market risk related to changes in interest rates and foreign currency exchange rates. We do not currently own any equity investments, nor do we expect to own any in the foreseeable future. This discussion contains forward-looking statements that are subject to risks and uncertainties. Actual results could vary materially as a result of a number of factors.

Interest Rate Risk and Credit Risk. As of June 30, ~~2020,~~2021, we had cash, ~~and~~ cash equivalents and short-term investments of ~~$103.4~~$139.2 million. Cash and cash equivalents consisted of cash and highly liquid money market ~~instruments.~~instruments, and short-term investments consisted of U.S. Treasury bills. We would not expect our operating results or cash flows to be affected to any significant degree by the effect of a sudden change in market interest on our portfolio. A hypothetical increase in market interest rates of 100 basis points from the market rates in effect at June 30, ~~2020,~~2021, would cause the fair value of these investments to decrease by an immaterial amount, which would not have significantly impacted our financial position or results of operations.

At June 30, 2021, and periodically throughout the year, we have maintained cash balances in various operating accounts in excess of federally insured limits. We limit the amount of credit exposure with any one financial institution by evaluating the creditworthiness of the financial institutions with which we invest.

Foreign Currency and Exchange Risk. Certain of our payables for our international offices are denominated in the local currency, including the Euro, Yen and RMB. Therefore, a portion of our operating expenditures is subject to foreign currency risks. From time to time, we enter into foreign currency forward contracts to reduce the exposure to foreign currency exchange rate fluctuations on certain foreign currency denominated monetary assets and liabilities. We do not use foreign currency forward contracts for speculative or trading purposes. We record these forward contracts at fair value. The counterparty to these foreign currency forward contracts is a financial institution that we believe is creditworthy, and therefore, we believe the credit risk of counterparty non-performance is not significant. The change in fair value of these contracts is recorded into earnings as a component of other income (expense), net and offsets the change in fair value of foreign currency denominated monetary assets and liabilities, which is also recorded in other income (expense), net. As of June 30, ~~2020,~~2021, we had no outstanding forward contracts.

Our management, with the participation of our principal executive officer and principal financial and accounting officer, evaluated the effectiveness of our "disclosure controls and procedures" as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) as of June 30, ~~2020,~~2021, in connection with the filing of this Quarterly Report on Form 10-Q. Based on that evaluation as of June 30, ~~2020,~~2021, our principal executive officer and principal financial and accounting officer concluded that our disclosure controls and procedures were effective to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in rules and forms of the SEC and accumulated and communicated to our management as appropriate to allow timely decisions regarding required disclosure.

There were no changes in the Company’s internal control over financial reporting during the ~~three~~six months ended June 30, ~~2020,~~2021, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.


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

2858 De La Cruz Blvd.
Santa Clara, California	95050
(Address of Principal Executive Offices)	(Zip Code)
~~(Address of Principal Executive Offices)~~	~~(Zip Code)~~


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


Large accelerated filer ☐	Accelerated filer ☑☐
Non-accelerated filer ☐☑	Smaller reporting company ☑
	Emerging growth company ☐

	*June 30,*			*December 31,*
	*2020*			*2019*
ASSETS
Current assets:
Cash and cash equivalents	$	103,441		$	97,605
Accounts receivable, net of allowance for doubtful accounts of $190 in 2020 and $213 in 2019		28,666			40,651
Prepaid expenses and other current assets		8,627			9,320
Total current assets		140,734			147,576
Property and equipment, net		40,412			40,798
Operating lease right-of-use assets, net		7,056			7,609
Goodwill		2,293			2,293
Intangible assets, net		5,586			6,221
Deferred tax assets, net		29,522			25,327
Other non-current assets		8,093			9,720
Total assets	$	233,696		$	239,544
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	2,763		$	7,636
Accrued compensation and related benefits		5,285			5,072
Accrued and other current liabilities		1,368			1,665
Operating lease liabilities – current portion		1,880			1,867
Deferred revenues – current portion		10,087			10,639
Billings in excess of recognized revenues		497			1,117
Total current liabilities		21,880			27,996
Long-term income taxes payable		5,264			5,368
Non-current operating lease liabilities		7,033			7,677
Other non-current liabilities		1,814			2,346
Total liabilities		35,991			43,387
Commitments and contingencies (Note 12)
Stockholders’ equity:
Preferred stock, $0.00015 par value, 5,000 shares authorized, no shares issued and outstanding	$	—		$	—
Common stock, $0.00015 par value, 70,000 shares authorized; shares issued 42,421 and 41,797, respectively; shares outstanding 32,982 and 32,503, respectively		5			5
Additional paid-in-capital		333,157			325,197
Treasury stock at cost, 9,439 and 9,294 shares, respectively		(93,968	)		(91,695	)
Accumulated deficit		(40,050	)		(35,870	)
Accumulated other comprehensive loss		(1,439	)		(1,480	)
Total stockholders’ equity		197,705			196,157
Total liabilities and stockholders’ equity	$	233,696		$	239,544


	June 30,		December 31,
	2021		2020
ASSETS
Current assets:
Cash and cash equivalents	$	87,201	$	30,315
Short-term investments		51,993		114,981
Accounts receivable, net of allowance for doubtful accounts of $954 and $963 in 2021 and 2020, respectively		30,128		34,140
Prepaid expenses and other current assets		12,715		13,944
Total current assets		182,037		193,380
Property and equipment, net		37,977		39,242
Operating lease right-of-use assets, net		5,928		6,672
Goodwill		15,305		15,774
Intangible assets, net		22,875		24,573
Deferred tax assets, net		176		249
Other non-current assets		9,372		7,690
Total assets	$	273,670	$	287,580

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	7,078	$	4,399
Accrued compensation and related benefits		7,278		8,339
Accrued and other current liabilities		5,913		6,309
Operating lease liabilities – current portion		1,770		1,926
Deferred revenues – current portion		15,946		19,895
Billings in excess of recognized revenues		2,185		1,337
Total current liabilities		40,170		42,205
Long-term income taxes payable		2,718		2,956
Non-current operating lease liabilities		5,832		6,516
Other non-current liabilities		1,826		1,397
Total liabilities		50,546		53,074
Commitments and contingencies (Note 13)
Stockholders’ equity:
Preferred stock, $0.00015 par value, 5,000 shares authorized, 0 shares issued and outstanding	$	—	$	—
Common stock, $0.00015 par value, 70,000 shares authorized; shares issued 47,011 and 46,400, respectively; shares outstanding 37,086 and 36,850, respectively		6		6
Additional paid-in-capital		415,063		407,173
Treasury stock at cost, 9,925 and 9,550 shares, respectively		(103,088)		(96,215)
Accumulated deficit		(88,314)		(76,233)
Accumulated other comprehensive loss		(543)		(225)
Total stockholders’ equity		223,124		234,506
Total liabilities and stockholders’ equity	$	273,670	$	287,580


☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the Quarterly Period ended June 30, ~~2020~~2021

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the transition period from _______________ to ______________


		Page
PART I FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets		3
Condensed Consolidated Statements of Comprehensive Loss		4
Condensed Consolidated Statements of Stockholders’ Equity		5
Condensed Consolidated Statements of Cash Flows	7	6
Notes to Condensed Consolidated Financial Statements		8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	26	28
Item 3. Quantitative and Qualitative Disclosures About Market Risk	37	41
Item 4. Controls and Procedures	38	41
PART II OTHER INFORMATION
Item 1. Legal Proceedings	39	42
Item 1A. Risk Factors	39	42
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	40	42
Item 3. Defaults Upon Senior Securities	40	42
Item 4. Mine Safety Disclosures	40	42
Item 5. Other Information	40	42
Item 6. Exhibits	40
~~SIGNATURES~~	4143
INDEX TO EXHIBITS		43
40SIGNATURES		44

	*Three Months Ended June 30,*						*For the Six Months Ended June 30,*
	*2020*			*2019*			*2020*			*2019*
Revenues:
Analytics	$	15,172		$	11,974		$	28,420		$	23,408
Integrated Yield Ramp		6,237			8,594			14,147			17,701
Total revenues		21,409			20,568			42,567			41,109

Costs and Expenses:
Costs of revenues		8,946			7,832			17,433			15,700
Research and development		7,754			7,312			16,344			15,558
Selling, general and administrative		7,737			6,940			15,632			13,950
Amortization of other acquired intangible assets		174			154			347			262
Restructuring charges		—			—			—			92
Interest and other expense (income), net		150			(111	)		170			(105	)
Loss before income taxes		(3,352	)		(1,559	)		(7,359	)		(4,348	)
Income tax expense (benefit)		300			(849	)		(3,179	)		(947	)
Net loss	$	(3,652	)	$	(710	)	$	(4,180	)	$	(3,401	)

Other comprehensive income (loss):
Foreign currency translation adjustments, net of tax		207			36			41			(16	)
Comprehensive loss	$	(3,445	)	$	(674	)	$	(4,139	)	$	(3,417	)

Net loss per share:
Basic	$	(0.11	)	$	(0.02	)	$	(0.13	)	$	(0.10	)
Diluted	$	(0.11	)	$	(0.02	)	$	(0.13	)	$	(0.10	)

Weighted average common shares:
Basic		32,886			32,339			32,795			32,412
Diluted		32,886			32,339			32,795			32,412


	Six Months Ended June 30, 2021
											Accumulated
				Additional							Other		Total
	Common Stock			Paid-In		Treasury Stock			Accumulated		Comprehensive		Stockholders’
	Shares	Amount		Capital		Shares	Amount		Deficit		Loss		Equity
Balances, December 31, 2020	36,850	$	6	$	407,173	9,550	$	(96,215)	$	(76,233)	$	(225)	$	234,506
Issuance of common stock in connection with employee stock purchase plan	100		—		921	—		—		—		—		921
Issuance of common stock in connection with exercise of options	81		—		568	—		—		—		—		568
Vesting of restricted stock units	149		—		—	—		—		—		—		—
Purchases of treasury stock in connection with tax withholdings on restricted stock grants	—		—		—	73		(1,463)		—		—		(1,463)
Repurchase of common stock	(251)		—		—	251		(4,523)		—		—		(4,523)
Stock-based compensation expense	—		—		3,369	—		—		—				3,369
Comprehensive loss	—		—		—	—		—		(7,597)		(528)		(8,125)
Balances, March 31, 2021	36,929		6		412,031	9,874		(102,201)		(83,830)		(753)	$	225,253
Issuance of common stock in connection with exercise of options	39		—		290	—		—		—		—		290
Vesting of restricted stock units	118		—		—	—		—		—		—		—
Purchases of treasury stock in connection with tax withholdings on restricted stock grants	—		—		—	51		(887)		—		—		(887)
Stock-based compensation expense	—		—		2,742	—		—		—		—		2,742
Comprehensive income (loss)	—		—		—	—		—		(4,484)		210		(4,274)
Balances, June 30, 2021	37,086	$	6	$	415,063	9,925	$	(103,088)	$	(88,314)	$	(543)	$	223,124

	*Six Months Ended June 30, 2020*
															*Accumulated*
					*Additional*										*Other*			*Total*
	*Common Stock*				*Paid-In*		*Treasury Stock*					*Accumulated*			*Comprehensive*			*Stockholders’*
	*Shares*		*Amount*		*Capital*		*Shares*		*Amount*			*Deficit*			*Loss*			*Equity*
Balances, December 31, 2019		32,503	$	5	$	325,197		9,294	$	(91,695	)	$	(35,870	)	$	(1,480	)	$	196,157
Issuance of common stock in connection with employee stock purchase plan		89		-		810		-		-			-			-			810
Issuance of common stock in connection with exercise of options		21		-		161		-		-			-			-			161
Vesting of restricted stock units		182		-		-		-		-			-			-			-
Purchases of treasury stock in connection with tax withholdings on restricted stock grants		-		-		-		93		(1,478	)		-			-			(1,478	)
Stock-based compensation expense		-		-		3,513		-		-			-			-			3,513
Comprehensive loss		-		-		-		-		-			(528	)		(166	)		(694	)
Balances, March 31, 2020		32,795		5		329,681		9,387		(93,173	)		(36,398	)		(1,646	)		198,469
Issuance of common stock in connection with exercise of options		56		-		463		-		-			-			-			463
Vesting of restricted stock units		131		-		-		-		-			-			-			-
Purchases of treasury stock in connection with tax withholdings on restricted stock grants		-		-		-		52		(795	)		-			-			(795	)
Stock-based compensation expense		-		-		3,013		-		-			-			-			3,013
Comprehensive income (loss)		-		-		-		-		-			(3,652	)		207			(3,445	)
Balances, June 30, 2020		32,982	$	5	$	333,157		9,439	$	(93,968	)	$	(40,050	)	$	(1,439	)	$	197,705


	Six Months Ended June 30, 2020
												Accumulated
				Additional								Other		Total
	Common Stock			Paid-In			Treasury Stock			Accumulated		Comprehensive		Stockholders’
	Shares	Amount		Capital			Shares	Amount		Deficit		Loss		Equity
Balances, December 31, 2019	32,503	$	5	$	325,197		9,294	$	(91,695)	$	(35,870)	$	(1,480)	$	196,157
Issuance of common stock in connection with employee stock purchase plan	89		—		810		—		—		—		—		810
Issuance of common stock in connection with exercise of options	21		—		161		—		—		—		—		161
Vesting of restricted stock units	182		—		—		—		—		—		—		—
Purchases of treasury stock in connection with tax withholdings on restricted stock grants	—		—		—		93		(1,478)		—		—		(1,478)
Stock-based compensation expense	—		—		3,513		—		—		—		—		3,513
Comprehensive loss	—		—		—		—		—		(528)		(166)		(694)
Balances, March 31, 2020	32,795		5		329,681		9,387		(93,173)		(36,398)		(1,646)		198,469
Issuance of common stock in connection with exercise of options	56		—		463		—		—		—		—		463
Vesting of restricted stock units	131		—		—		—		—		—		—		—
Purchases of treasury stock in connection with tax withholdings on restricted stock grants	—		—		—		52		(795)		—		—		(795)
Stock-based compensation expense	—		—		3,013		—		—		—		—		3,013
Comprehensive income (loss)	—		—		—		—		—		(3,652)		207		(3,445)
Balances, June 30, 2020	32,982	$	5	$	333,157	$	9,439	$	(93,968)	$	(40,050)	$	(1,439)	$	197,705

	Six Months Ended June 30, 2019
																Accumulated
						*Additional*										*Other*			*Total*
	*Common Stock*					*Paid-In*		*Treasury Stock*					*Accumulated*			*Comprehensive*			*Stockholders’*
	*Shares*			*Amount*		*Capital*		*Shares*		*Amount*			*Deficit*			*Loss*			*Equity*
Balances, December 31, 2018		32,382		$	5	$	310,660		8,295	$	(79,142	)	$	(30,452	)	$	(1,276	)	$	199,795
Issuance of common stock in connection with employee stock purchase plan		87			-		782		-		-			-			-			782
Issuance of common stock in connection with exercise of options		87			-		518		-		-			-			-			518
Vesting of restricted stock units		104			-		-		-		-			-			-			-
Purchases of treasury stock in connection with tax withholdings on restricted stock grants		-			-		-		54		(557	)		-			-			(557	)
Repurchases of common stock		(314	)		-		-		314		(3,917	)		-			-			(3,917	)
Stock-based compensation expense		-			-		3,469		-		-			-			-			3,469
Comprehensive loss		-			-		-		-		-			(2,691	)		(52	)		(2,743	)
Balances, March 31, 2019		32,346			5		315,429		8,663		(83,616	)		(33,143	)		(1,328	)		197,347
Issuance of common stock in connection with exercise of options		69			-		326		-		-			-			-			326
Vesting of restricted stock units		176			-		-		-		-			-			-			-
Purchases of treasury stock in connection with tax withholdings on restricted stock grants		-			-		-		72		(918	)		-			-			(918	)
Repurchases of common stock		(300	)						300		(3,790	)								(3,790	)
Stock-based compensation expense		-			-		2,601		-		-			-			-			2,601
Comprehensive income (loss)		-			-		-		-		-			(710	)		36			(674	)
Balances, June 30, 2019		32,291		$	5	$	318,356		9,035	$	(88,324	)	$	(33,853	)	$	(1,292	)	$	194,892

	*For the Three Months Ended June 30, 2019*							*For the Six Months Ended June 30, 2019*
			*Change in*							*Change in*
	*Previously*		*Presentation*			*Current*		*Previously*		*Presentation*			*Current*
	*Reported*		*Reclassification*			*Presentation*		*Reported*		*Reclassification*			*Presentation*
Revenues:
Solutions	$	13,429	$	(13,429	)		N/A	$	30,090	$	(30,090	)		N/A
Gainshare performance incentives		7,139		(7,139	)		N/A		11,019		(11,019	)		N/A
Analytics		N/A		11,974		$	11,974		N/A		23,408		$	23,408
Integrated Yield Ramp		N/A		8,594			8,594		N/A		17,701			17,701
Total revenues	$	20,568	$	—		$	20,568	$	41,109	$	—		$	41,109


			Amortization
	Amount		Period (Years)
Assets
Fair value of tangible assets (including cash of $5,900)	$	8,403
Fair value of intangible assets:
Developed technology		12,541	8
In-process R&D		3,635	N/A
Customer relationships		1,967	10
Noncompetition agreements		848	3
Tradenames and trademarks		808	10
Goodwill		13,012	N/A
Total assets acquired	$	41,214
Liabilities
Accounts payable and accrued expenses	$	1,437
Deferred revenue		391
Operating lease liabilities		132
Deferred tax liabilities		1,743
Total liabilities assumed	$	3,703
Total purchase price allocation	$	37,511

Year Ending December 31,	*Amount(a)*
2020 (remaining six months)	$	1,046
2021		1,852
2022		1,606
2023		1,355
2024		1,071
2025 and thereafter		3,789
Total future minimum lease payments	$	10,719
Less: Interest(b)		(1,806	)
Present value of future minimum lease payments operating lease liabilities(c)	$	8,913


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Costs of revenues		538	$	883		1,190	$	1,792
Research and development		1,126		1,010		2,714		2,465
Selling, general and administrative		1,078		1,085		2,207		2,089
Stock-based compensation expenses (1)	$	2,742	$	2,978	$	6,111	$	6,346

						*Weighted*
				*Weighted*		*Average*
				*Average*		*Remaining*		*Aggregate*
	*Number of*			*Exercise*		*Contractual*		*Intrinsic*
	*Options*			*Price per*		*Term*		*Value*
	*(in thousands)*			*Share*		*(years)*		*(in thousands)*
Outstanding, January 1, 2020		745		$	10.64
Granted (weighted average fair value of $5.42 per share)		19		$	16.03
Exercised		(77	)	$	8.13
Canceled		(3	)	$	10.66
Expired		(10	)	$	10.06
Outstanding, June 30, 2020		674		$	11.09		4.38	$	5,743
Vested and expected to vest, June 30, 2020		663		$	11.04		4.30	$	5,673
Exercisable, June 30, 2020		518		$	10.36		3.12	$	4,794

	Three Months Ended June 30,						Six Months Ended June 30,
Customer	2020			2019			2020			2019
A		24	%		33	%		25	%		34	%
D		13	%		*	%		*	%		*	%

	For the Three Months Ended June 30, 2019							For the Six Months Ended June 30, 2019
			Change in							Change in
	Previously		Presentation			Current		Previously		Presentation			Current
	Reported		Reclassification			Presentation		Reported		Reclassification			Presentation
Revenues:
Solutions	$	13,429	$	(13,429	)		N/A	$	30,090	$	(30,090	)		N/A
Gainshare performance incentives		7,139		(7,139	)		N/A		11,019		(11,019	)		N/A
Analytics		N/A		11,974		$	11,974		N/A		23,408		$	23,408
Integrated Yield Ramp		N/A		8,594			8,594		N/A		17,701			17,701
Total revenues	$	20,568	$	—		$	20,568	$	41,109	$	—		$	41,109


	●	~~Other noncurrent assets increased by $1.6 million, primarily due to a decrease in the noncurrent portion of unbilled receivables due to the timing of billing and revenue recognition.~~

	●	Accounts payable decreased by ~~$4.0~~$1.7 million primarily due to the timing of payments of invoices, ~~and payment of an invoice for a multi-year licensing and distribution agreement related to our Exensio software.~~


	●	~~Deferred revenues~~Prepaid expense and ~~billings in excess of recognized revenues~~other current assets decreased by ~~a total of $1.7~~$1.2 million, primarily due to the timing of billing of contract assets related to fix-price service contracts, and

	Payments Due by Period
	2020										2025
	(remaining										and
Contractual Obligations	six months)		2021		2022		2023		2024		thereafter		Total
Operating lease obligations⁽¹⁾	$	1,046	$	1,852	$	1,606	$	1,113	$	807	$	2,976	$	9,400
Purchase obligations⁽²⁾		7,651		3,300		719		369		321		321		12,681
Total⁽³⁾	$	8,697	$	5,152	$	2,325	$	1,482	$	1,128	$	3,297	$	22,081

	~~(1)~~	~~Refer to Note 4, Leases of the Notes to Condensed Consolidated Financial Statements (Item 1 of Part I of this Report)~~

	~~(2)~~	~~Purchase obligations consist of agreements to purchase goods and services entered in the ordinary course of business.~~

	~~(3)~~	The contractual obligation table above excludes liabilities for uncertain tax positions of $3.0 million, which are not practicable to assign to any particular years, due to the inherent uncertainty of the tax positions. See Note 8 of “Notes to Condensed Consolidated Financial Statements” for further discussion.


Exhibit Number		Description
~~10.1~~
10.15		~~PDF Solutions Inc. Sixth Amended and Restated 2011~~2021 Employee Stock ~~Incentive~~Purchase Plan (incorporated ~~herein~~ by reference to Appendix A to ~~the registrant’s proxy statement dated May 8, 2020~~Registrant’s Definitive Proxy Statement on Schedule 14A filed April 28, 2021).

31.01		Certification of the principal executive officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.†

31.02		Certification of the principal financial and accounting officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.†

32.01		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

32.02		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

101		The following financial statements from the ~~Company's~~Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, ~~2020,~~2021, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Comprehensive Loss, (iii) Condensed Consolidated Statements of ~~Stockholders'~~Stockholders’ Equity, (iv) Condensed Consolidated Statements of Cash Flows and (v) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text and including detailed tags.†

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).†

	PDF SOLUTIONS, INC.


Date: August ~~6, 2020~~10, 2021	By:	/s/ JOHN K. KIBARIAN
		John K. Kibarian
		President and Chief Executive Officer
		(principal executive officer)


Date: August ~~6, 2020~~10, 2021	By:	/s/ ADNAN RAZA
		Adnan Raza
		Executive Vice President, Finance and Chief ~~Financial Officer~~
		Financial Officer
		(principal financial and accounting officer)