PDF SOLUTIONS INC - Quarter Report: 2016 June (Form 10-Q)

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		June 30, 2016				December 31, 2015
ASSETS
Current assets:
Cash and cash equivalents		$	122,222			$	126,158
Accounts receivable, net of allowance of $200 and $299, respectively			34,786				33,438
Prepaid expenses and other current assets			4,728				3,655
Total current assets			161,736				163,251
Property and equipment, net			16,076				11,325
Deferred tax assets			10,106				10,299
Goodwill			215				215
Intangible assets, net			4,603				5,028
Other non-current assets			9,497				1,651
Total assets		$	202,233			$	191,769
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	2,469			$	1,293
Accrued compensation and related benefits			5,150				4,812
Accrued and other current liabilities			2,924				2,382
Deferred revenues – current portion			5,740				4,702
Billings in excess of recognized revenue			312				1,267
Total current liabilities			16,595				14,456
Long-term income taxes payable			2,594				2,540
Other non-current liabilities			328				466
Total liabilities			19,517				17,462
Commitments and contingencies (Note 9)
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 37,880 and 37,476, respectively; shares outstanding 31,311 and 31,111, respectively			5				5
Additional paid-in-capital			272,886				266,008
Treasury stock at cost, 6,569 and 6,365 shares in 2016 and 2015, respectively			(53,301	)			(50,383	)
Accumulated deficit			(35,504	)			(39,780	)
Accumulated other comprehensive loss			(1,370	)			(1,543	)
Total stockholders’ equity			182,716				174,307
Total liabilities and stockholders’ equity		$	202,233			$	191,769

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		Three Months Ended June 30,								Six Months Ended June 30,
		2016				2015				2016				2015
Revenues:
Design-to-silicon-yield solutions		$	20,574			$	14,159			$	39,152			$	32,311
Gainshare performance incentives			6,114				9,051				12,617				17,716
Total revenues			26,688				23,210				51,769				50,027
Costs of Design-to-silicon-yield solutions:
Direct costs of Design-to-silicon-yield solutions			10,558				9,888				20,668				18,692
Amortization of acquired technology			96				—				192				—
Total cost of Design-to-silicon-yield solutions			10,654				9,888				20,860				18,692
Gross profit			16,034				13,322				30,909				31,335
Operating expenses:
Research and development			7,060				4,437				13,371				8,525
Selling, general and administrative			5,094				5,216				10,218				9,672
Amortization of other acquired intangible assets			117				—				234				—
Total operating expenses			12,271				9,653				23,823				18,197
Income from operations			3,763				3,669				7,086				13,138
Interest and other income (expense), net			(51	)			52				(287	)			103
Income before income taxes			3,712				3,721				6,799				13,241
Income tax provision			1,498				1,572				2,523				5,125
Net income		$	2,214			$	2,149			$	4,276			$	8,116
Net income per share:
Basic		$	0.07			$	0.07			$	0.14			$	0.26
Diluted		$	0.07			$	0.07			$	0.13			$	0.25
Weighted average common shares:
Basic			31,276				31,522				31,222				31,429
Diluted			32,023				32,400				31,872				32,345
Net income		$	2,214			$	2,149			$	4,276			$	8,116
Other comprehensive income:
Foreign currency translation adjustments, net of tax			(186	)			146				173				(602	)
Comprehensive income		$	2,028			$	2,295			$	4,449			$	7,514

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		Six Months Ended June 30,
		2016				2015
Operating activities:
Net income		$	4,276			$	8,116
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			1,624				1,237
Stock-based compensation expense			4,957				4,554
Amortization of acquired intangible assets			425				—
Deferred taxes			192				997
Loss on disposal of property and equipment			107				3
Purchases of treasury stock in connection with tax withholdings on restricted stock grants			(1,075	)			(1,052	)
Reversal of allowance for doubtful accounts			(99	)			(82	)
Unrealized loss (gain) on foreign currency forward contract			(34	)			3
Tax benefit related to stock-based compensation expense			748				2,094
Excess tax benefit from stock-based compensation			(708	)			(1,980	)
Changes in operating assets and liabilities:
Accounts receivable			(1,249	)			6,861
Prepaid expenses and other assets			(8,908	)			(4,428	)
Accounts payable			610				(39	)
Accrued compensation and related benefits			346				(1,521	)
Accrued and other liabilities			(223	)			256
Deferred revenues			947				1,774
Billings in excess of recognized revenues			(955	)			—
Net cash provided by operating activities			981				16,793
Investing activities:
Purchases of property and equipment			(5,051	)			(2,388	)
Net cash used in investing activities			(5,051	)			(2,388	)
Financing activities:
Proceeds from exercise of stock options			452				4,764
Proceeds from employee stock purchase plan			778				680
Excess tax benefit from stock-based compensation			708				1,980
Purchases of treasury stock			(1,843	)			(5,571	)
Net cash provided by financing activities			95				1,853
Effect of exchange rate changes on cash and cash equivalents			39				(23	)
Net change in cash and cash equivalents			(3,936	)			16,235
Cash and cash equivalents, beginning of period			126,158				115,464
Cash and cash equivalents, end of period		$	122,222			$	131,699
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Taxes		$	1,336			$	3,920
Property and equipment received and accrued in accounts payable and accrued and other liabilities		$	1,656			$	582

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1. BASIS OF PRESENTATION

 

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-Q and Article 10 of Regulation 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-K for the year ended December 31, 2015.

 

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, 2015, 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.

 

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 for fixed-price solution implementation service contracts, accounting for goodwill and intangible assets, stock-based compensation expense and accounting for income taxes. Actual results could differ from those estimates.

 

Revenue Recognition  — The Company derives revenue from two sources: Design-to-silicon-yield solutions and Gainshare performance incentives.

 

Design-to-Silicon-Yield Solutions — Revenue that is derived from Design-to-silicon-yield solutions comes from services and software licenses. The Company recognizes revenue of Design-to-silicon-yield solutions as follows:

 

The Company generates a significant portion of its Design-to-silicon-yield solutions revenue from fixed-price solution implementation service contracts delivered over a specific period of time. These contracts require reliable estimation of costs to perform obligations and the overall scope of each engagement. Revenue under project–based contracts for solution implementation services is recognized as services are performed using percentage of completion method of contract accounting based on costs or labor-hours input method, whichever is the most appropriate measure of the progress towards completion of the contract. Losses on fixed-price solution implementation contracts are recognized in the period when they become probable. Revisions in profit estimates are reflected in the period in which the conditions that require the revisions become known and can be estimated (cumulative catch-up method). During the period ended June 30, 2016, we recognized changes in one project’s profitability from revisions in estimates due to the customer’s directed scope changes that resulted in favorable changes of in our net income for the three months and six months ended June 30, 2016 of $0.9 million or $0.03 per diluted share. Revenue under time and materials contracts for solution implementation services are recognized as the services are performed. On occasion, the Company licenses its software products as a component of its fixed-price service contracts. In such instances, the software products are licensed to customers over a specified term of the agreement with support and maintenance to be provided at each customer's option over the license term. The amount of product and service revenue recognized in a given period is affected by the Company’s judgment as to whether an arrangement includes multiple deliverables and, if so, the Company’s determination of the fair value of each deliverable. In general, vendor-specific objective evidence of selling price (“VSOE”) does not exist for the Company’s solution implementation services and software products and because the Company’s services and products include our unique technology, the Company is not able to determine third-party evidence of selling price (“TPE”). Therefore, in such circumstances the Company uses best estimated selling prices (“BESP”) in the allocation of arrangement consideration. In determining BESP, the Company applies significant judgment as the Company’s weighs a variety of factors, based on the facts and circumstances of the arrangement. The Company typically arrives at BESP for a product or service that is not sold separately by considering company-specific factors such as geographies, internal costs, gross margin objectives, pricing practices used to establish bundled pricing, and existing portfolio pricing and discounting. After fair value is established for each deliverable, the total transaction amount is allocated to each deliverable based upon its relative fair value. Fees allocated to solution implementation services are recognized using the percentage of completion method of contract accounting. Fees allocated to software and related support and maintenance are recognized under software revenue recognition guidance. 

 

 

The Company also licenses its software products separately from its solution implementations. For software license arrangements that do not require significant modification or customization of the underlying software, software license revenue is recognized under the residual method when (1) persuasive evidence of an arrangement exists, (2) delivery has occurred, (3) the fee is fixed or determinable, (4) collectability is probable, and (5) the arrangement does not require services that are essential to the functionality of the software. When arrangements include multiple elements such as support and maintenance, consulting (other than for its fixed price solution implementations), installation, and training, revenue is allocated to each element of a transaction based upon its fair value as determined by the Company’s VSOE and such services are recorded as services revenue. VSOE for maintenance is generally established based upon negotiated renewal rates while VSOE for consulting, installation, and training services is established based upon the Company’s customary pricing for such services when sold separately. When software is licensed for a specified term, fees for support and maintenance are generally bundled with the license fee over the entire term of the contract. The Company is unable to establish VSOE of fair value for maintenance services that are generally bundled with term licenses. In these cases, the Company recognizes revenue ratably over the term of the contract.

 

Revenue from Software-as-a-Service (SaaS) that allows for the use of a hosted software product or service over a contractually determined period of time without taking possession of software is accounted for as a subscription and recognized as revenue ratably over the coverage period beginning on the date the service is first made available to customers.

 

Revenue for software licenses with extended payment terms is not recognized in excess of amounts due. For software license arrangements that require significant modification or customization of the underlying software, the software license revenue is recognized as services are performed using the percentage of completion method of contract accounting, and such revenue is recorded as services revenue.

 

Deferred revenues consist primarily 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 12-month period are recorded as current deferred revenues and the remaining portion is recorded as non- current deferred revenues. The non-current portion of deferred revenue was $0.2 million as of June 30, 2016 and $0.3 million as of December 31, 2015. This balance was recorded in the other non-current liabilities in the accompanying condensed consolidated balance sheets.

 

Gainshare Performance Incentives — When the Company enters into a contract to provide yield improvement services, the contract usually includes two components: (1) a fixed fee for performance by the Company of services delivered over a specific period of time; and (2) a Gainshare performance incentive component where the customer may pay a contingent variable fee, usually after the fixed fee period has ended. Revenue derived from Gainshare performance incentives represents profit sharing and performance incentives earned contingent upon the Company’s customers reaching certain defined operational levels established in related solution implementation service contracts. Gainshare performance incentives periods are usually subsequent to the delivery of all contractual services and therefore have no cost to the Company. Due to the uncertainties surrounding attainment of such operational levels, the Company recognizes Gainshare performance incentives revenue (to the extent of completion of the related solution implementation contract) upon receipt of performance reports or other related information from the customer supporting the determination of amounts and probability of collection.

 

2. RECENT ACCOUNTING PRONOUNCEMENTS

 

There have been no developments to recently issued accounting standards, including the expected dates of adoption and estimated effects on the Company’s consolidated financial statements and footnote disclosures, from those disclosed in the Company’s 2015 Annual Report on Form 10-K, except for the following:

  

In February 2016, the Financial Accounting Standards Board (or FASB) issued Accounting Standards Update (or ASU) No. 2016-2, Leases (Topic 842).  The update requires that most leases, including operating leases, be recorded on the balance sheet as an asset and a liability, initially measured at the present value of the lease payments.  Subsequently, the lease asset will be amortized generally on a straight-line basis over the lease term, and the lease liability will bear interest expense and be reduced for lease payments.  The amendments in this update are effective for public companies’ financial statements issued for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years.  The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements and footnote disclosures.

 

 

In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net). This update clarifies the implementation guidance on principal versus agent considerations. The guidance includes indicators to assist an entity in determining whether it controls a specified good or service before it is transferred to the customers. The amendments in this update are effective for public companies’ financial statements issued for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements and footnote disclosures.

 

In March 2016, the FASB issued ASU No. 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. This standard makes several modifications to Topic 718 related to the accounting for forfeitures, employer tax withholding on share-based compensation and the financial statement presentation of excess tax benefits or deficiencies. ASU 2016-09 also clarifies the statement of cash flows presentation for certain components of share-based awards. The update is effective for interim and annual reporting periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted in any interim or annual period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period. The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements and footnote disclosures.

 

In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. The amendments in this update affect entities with transactions included within the scope of Topic 606. The core principle of the guidance in Topic 606 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendments in this Update do not change the core principle of the guidance in Topic 606. Rather, the amendments in this update clarify the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. The amendments in this update are effective for public companies’ financial statements issued for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements and footnote disclosures.

 

In May 2016, the FASB issued ASU No. 2016-11, Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 pursuant to Staff announcements at the March 3, 2016 EITF Meeting. The purpose of this standard is to rescind from the FASB Accounting Standards Codification certain SEC paragraphs as a result of two SEC Staff Announcements at the March 3, 2016 meeting. The amendments in this update related to Topic 605 are effective for interim and annual reporting periods beginning after December 15, 2017 and amendments related to Topic 815 are effective for interim and annual reporting periods beginning after December 15, 2015. The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements and footnote disclosures.

 

In May 2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers (Topic 660): Narrow-Scope Improvements and Practical Expedients. The purpose of this standard is to clarify certain narrow aspects of Topic 660 such as assessing the collectability criterion, presentation of sales taxes and other similar taxes collected from customers, noncash consideration, contract modifications at transition, completed contracts at transition, and technical correction. This standard is effective for interim and annual reporting periods beginning after December 15, 2017. The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements and footnote disclosures.

 

3. BALANCE SHEET COMPONENTS 

 

Accounts receivable include amounts that are unbilled at the end of the period that are expected to be billed and collected within 12-month period. Unbilled accounts receivable are determined on an individual contract basis. Unbilled accounts receivable, included in accounts receivable, totaled $15.4 million and $11.5 million as of June 30, 2016 and December 31, 2015, respectively. Unbilled accounts receivable that are not expected to be billed and collected during the succeeding 12-month period are recorded in other non-current assets and totaled $8.0 million and $0.1 million as of June 30, 2016 and December 31, 2015, respectively. The increase in other non-current asset is due to the increase in the long-term unbilled portion of two of the Company’s Design-to-silicon-yield solutions contracts. Deferred cost balance was $0.7 million and zero as of June 30, 2016 and 2015, respectively.

  

 

Property and equipment consists of (in thousands): 

 

  

Depreciation and amortization expense was $0.9 million and $0.6 million for the three months ended June 30, 2016 and 2015, respectively. Depreciation and amortization expense was $1.6 million and $1.2 million for the six months ended June 30, 2016 and 2015, respectively.

  

As of both June 30, 2016 and December 31, 2015, the carrying amount of goodwill was $0.2 million. The following is a rollforward of the Company's goodwill balance (in thousands):

 

 

 

Intangible assets balance was $4.6 million and $5.0 million as of June 30, 2016 and December 31, 2015, respectively. Intangible assets as of June 30, 2016 and December 31, 2015 consist of the following (in thousands):

 

  

 

The weighted average amortization period for acquired identifiable intangible assets was 6.83 years as of June 30, 2016. For the three months ended June 30, 2016 and 2015, intangible asset amortization expense was $0.2 million and zero, respectively. For the six months ended June 30, 2016 and 2015, intangible asset amortization expense was $0.4 million and zero, respectively. The Company expects annual amortization of acquired identifiable intangible assets to be as follows (in thousands):

 

 

Intangible assets are amortized over their useful lives unless these lives are determined to be indefinite. 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, 2016, there were no indicators of impairment related to the Company’s intangible assets.

 

4. STOCKHOLDERS’ EQUITY

 

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): 

 

 

 

On June 30, 2016, the Company had the following stock-based compensation plans:

 

Stock Plans — All new equity awards are issued by the Company under its 2011 Stock Incentive Plan, as amended and restated from time to time (the “2011 Plan”). The 2011 Plan was initially approved by the Company’s stockholders at the annual meeting of stockholders on November 16, 2011, and then again – as amended and restated each time –at the 2013 annual meeting of stockholders on May 28, 2013, the 2014 annual meeting of stockholders on May 27, 2014, and most recently at the annual meeting of stockholders on May 31, 2016. Under the 2011 Plan, the Company may award stock options, stock appreciation rights, 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 7,800,000 shares, plus up to 3,500,000 shares previously issued under the 2001 Plan that are forfeited or repurchased by the Company or 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 stock appreciation rights, the aggregate number of shares reserved under the 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 period.

 

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

 

 

The Company estimated the fair value of share-based awards granted under the Stock 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: 

 

  

As of June 30, 2016, 8.3 million shares of common stock were reserved to cover stock-based awards under the 2011 Plan, of which 4.5 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 adoption of the 2011 Plan through June 30, 2016.  As of June 30, 2016, there were no outstanding awards that had been granted outside of the 2011, 2001 or the IDS Plans (collectively, the "Stock Plans").  

  

Stock option activity under the Company’s Stock Plans during the six months ended June 30, 2016, was as follows:

 

   

The aggregate intrinsic value in the table above represents the total intrinsic value based on the Company’s closing stock price of $13.99 per share as of June 30, 2016. The total intrinsic value of options exercised during the six months ended June 30, 2016, was $0.4 million.

 

As of June 30, 2016, there was $0.6 million of total unrecognized compensation cost related to unvested stock options. That cost is expected to be recognized over a weighted average period of 3.0 years. The total fair value of shares vested during the six months ended June 30, 2016, was $0.5 million.

 

Nonvested restricted stock units activity during the six months ended June 30, 2016, was as follows:

 

 

 

As of June 30, 2016, there was $13.6 million of total unrecognized compensation cost related to nonvested restricted stock units. That cost is expected to be recognized over a weighted average period of 2.4 years. Restricted stock units do not have rights to dividends prior to vesting.

 

In June 2016, the Company’s Compensation Committee approved 16,375 shares of stock options and 841,533 restricted stock units to be granted effective July 1, 2016. The weighted average exercise price for the options granted is $14.14 per share. The weighted average grant date fair value per share for the restricted stock units granted is $14.14. The cost is expected to be recognized over the vesting period, generally 4 years.

 

 Employee Stock Purchase Plan — In July 2001, the Company adopted a ten-year Employee Stock Purchase Plan (as amended, “Purchase Plan”) under which eligible employees can contribute up to 10% of their compensation, as defined in the 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 Purchase Plan consists of twenty-four-month offering periods with four six-month purchase periods in each offering period. Under the Purchase Plan, on January 1 of each year, 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, 2010, the Company’s stockholders approved an amendment to the Purchase Plan to extend it through May 17, 2020. 

  

 The Company estimated the fair value of purchase rights granted under the 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:

 

 

 

During the three months ended June 30, 2016 and 2015, the Company did not issue any shares under the Purchase Plan. During the six months ended June 30, 2016 and 2015, a total of 84,000 and 51,000 shares, respectively, were issued at a weighted-average purchase price of $9.21 and $13.32 per share, respectively, under the Purchase Plan. As of June 30, 2016, there was $1.1 million of unrecognized compensation cost related to the Purchase Plan. That cost is expected to be recognized over a weighted average period of 1.6 years. As of June 30, 2016, 2.7 million shares were available for future issuance under the Purchase Plan.   

  

Stock Repurchase Program —On October 21, 2014, the Board of Directors adopted a program, effective immediately, to repurchase up to $25.0 million of the Company’s common stock both on the open market and in privately negotiated transactions over the next two years. During the three and six months ended June 30, 2016, the Company repurchased 129,457 shares under this program. As of June 30, 2016, 1,219,230 shares had been repurchased at an average price of $13.43 per share under this program for a total purchase of $16.4 million, and $8.6 million remained available for future repurchases.  

 

5. INCOME TAXES

 

Income tax provision decreased $2.6 million for the six months ended June 30, 2016, to $2.5 million as compared to an income tax provision of $5.1 million for the six months ended June 30, 2015. The Company’s effective tax rate was 37.1% and 38.7% for the six months ended June 30, 2016, and June 30, 2015, respectively.  The Company’s effective tax rate decreased in the six months ended June 30, 2016, as compared to the same period in 2015, primarily due to the permanent reinstatement of the U.S. federal research tax credit. On December 18, 2015, the President of the United States signed into law the Protecting Americans from Tax Hikes Act of 2015 which permanently reinstated the research tax credit retroactive to January 1, 2015. As a result of the new legislation, the Company recognized a benefit in the first two quarters of 2016 and no benefit in the same period in 2015.

   

 

The Company’s total amount of unrecognized tax benefits, excluding interest and penalties, as of June 30, 2016, was $11.3 million, of which $6.7 million, if recognized, would decrease the Company’s effective tax rate. The Company’s total amount of unrecognized tax benefits, excluding interest and penalties, as of December 31, 2015, was $11.0 million, of which $6.5 million, if recognized, would affect the Company's effective tax rate. As of June 30, 2016, the Company has recorded unrecognized tax benefits of $2.6 million, including interest and penalties, as long-term taxes payable in its condensed consolidated balance sheet. The remaining $9.2 million has been recorded net of our deferred tax assets, of which $4.6 million is subject to a full valuation allowance. 

 

The valuation allowance was approximately $6.4 million and $6.2 million as of June 30, 2016 and December 31, 2015, respectively, which was related to California R&D tax credits 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.

 

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, statutes of limitation remain open for all tax years to the extent of the attributes carried forward into tax year 2002 for federal and California tax purposes. The State of New York is currently conducting an audit of the Company’s 2012 to 2014 income tax returns. The Company is not subject to income tax examinations in any other of its major foreign subsidiaries’ jurisdictions.

 

6. NET INCOME PER SHARE

 

Basic net income per share is computed by dividing net income by weighted average number of common shares outstanding for the period (excluding outstanding stock options and shares subject to repurchase). Diluted net income 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. Under the treasury stock method, the amount that the employee must pay for exercising stock options, the amount of compensation cost for future service that the Company has not yet recognized, and the amount of the tax benefits that would be recorded in additional paid-in capital when the award becomes deductible are assumed to be used to repurchase shares.  The following is a reconciliation of the numerators and denominators used in computing basic and diluted net income per share (in thousands except per share amount): 

 

 

 

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

 

 

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7. 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 and assessing financial performance. Accordingly, the Company considers itself to be in one operating segment, specifically the licensing and implementation of yield improvement solutions for companies designing and/or manufacturing integrated circuits. 

 

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

 

 

 

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*	represents less than 10%

  

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

 

 

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*	represents less than 10%

 

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

 

   

 

 

 

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

 

 

8. 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 value drivers are unobservable.

  

The following table represents the Company’s assets measured at fair value on a recurring basis as of June 30, 2016, and the basis for that measurement (in thousands):

 

 

 

The following table represents the Company’s assets measured at fair value on a recurring basis as of December 31, 2015, and the basis for that measurement (in thousands):

 

    

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 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 large global 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 income (expense), net, and offsets the change in fair value of the foreign currency denominated assets and liabilities, which is also recorded in other income (expense), net. For the three months ended June 30, 2016 and 2015, the Company recognized a realized loss of $0.3 million and a realized gain of $0.1 million on the contracts, respectively, which was recorded in interest and other income (expense), net in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income. For the six months ended June 30, 2016 and 2015, the Company recognized a realized gain of $8,000 and a realized loss of $0.6 million on the contracts, respectively, which was recorded in other income (expense), net in the Company’s Statements of Operations and Comprehensive Income. 

 

The Company carries these derivatives financial instruments on its Consolidated Balance Sheets at their fair values. The Company’s foreign currency forward contracts are classified as Level 2 because it is not actively traded and the valuation inputs are based on quoted prices and market observable data of similar instruments. As of June 30, 2016, the Company had one outstanding forward contract with a notional amount of $7.1 million and recorded $28,000 other current liabilities associated with this outstanding forward contract. As of December 31, 2015, the Company had one outstanding forward contract with a notional amount of $6.7 million and had recorded $62,000 other current liabilities associated with the outstanding forward contract.  

 

9. COMMITMENTS AND CONTINGENCIES

 

 Leases

 

The Company leases administrative and sales offices and certain equipment under noncancelable 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 through 2024. Rent expense was $0.6 million and $0.5 million for the three months ended June 30, 2016 and 2015, respectively. Rent expense was $1.2 million and $1.0 million for the six months ended June 30, 2016 and 2015.

 

Future minimum lease payments under noncancelable operating leases at June 30, 2016, are as follows (in thousands): 

 

 

Litigation — 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. During the reported period, the Company was not party to any material legal proceedings, thus no loss was probable and no amount was accrued at June 30, 2016.   

 

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