8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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

Date of Report (Date of Earliest Event Reported): April 29, 2008

PDF SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

000-31311
(Commission File Number)

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

333 West San Carlos Street, Suite 700

San Jose, CA 95110

(Address of principal executive offices, with zip code)

(408) 280-7900
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

TABLE OF CONTENTS

	Item 2.02. Results of Operations and Financial Condition.
	Item 7.01. Regulation FD Disclosure.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1
EXHIBIT 99.2

Item 2.02. Results of Operations and Financial Condition.

     On April 29, 2008, the Registrant issued a press release regarding its financial results and certain other information related to the first fiscal quarter of 2008 ended March 31, 2008. A copy of the press release is attached hereto as Exhibit 99.1. The information in this Item 2.02, including Exhibit 99.1, is furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended.

Item 7.01. Regulation FD Disclosure.

     On April 29, 2008, the Registrant issued a press release regarding the financial outlook for the second fiscal quarter ending June 30, 2008. A copy of the press release is attached hereto as Exhibit 99.2. The information in this Item 7.01, including Exhibit 99.2, is furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits

Exhibit No.		Description
	99.1	Press Release dated April 29, 2008 regarding financial results and certain other information related to the first fiscal quarter of 2008 ended March 31, 2008.
	99.2	Press Release dated April 29, 2008 regarding the financial outlook for the second fiscal quarter ending June 30, 2008.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PDF SOLUTIONS, INC. (Registrant)
By:	/s/ Keith A. Jones
	Keith A. Jones
	Vice President, Finance and Chief Financial Officer

Dated: April 29, 2008

EXHIBIT INDEX

Exhibit No.		Description
	99.1	Press Release dated April 29, 2008 regarding financial results and certain other information related to the first fiscal quarter of 2008 ended March 31, 2008.
	99.2	Press Release dated April 29, 2008 regarding the financial outlook for the second fiscal quarter ending June 30, 2008.

EX-99.1

Exhibit 99.1

News Release

Investor Relations Contact:	Investor Relations Contact:
P. Steven Melman, VP, Investor Relations	Sonia Segovia, IR Coordinator
PDF Solutions, Inc.	PDF Solutions, Inc.
Tel: (408) 938-6445	Tel: (408) 938-6491
Email: steve.melman@pdf.com	Email: sonia.segovia@pdf.com

PDF Solutions^® Reports First Quarter
2008 Results

     SAN JOSE, Calif.—April 29, 2008—PDF Solutions, Inc. (NASDAQ: PDFS) the leading provider of yield improvement technologies and services for the integrated circuit (IC) manufacturing process life cycle, today announced financial results for its first fiscal quarter ended March 31, 2008.

     Total revenue for the first fiscal quarter of 2008 totaled $20.3 million, a decrease of 8%, compared with total revenue of $22.1 million for the first fiscal quarter of 2007. Gain share revenue for the first fiscal quarter of 2008 totaled $5.3 million, an increase of 9%, compared to $4.9 million for the first fiscal quarter of 2007. The net loss for the first fiscal quarter of 2008 totaled $2.5 million, or $0.09 per basic and diluted share, compared with a net loss of $2.4 million, or $0.08 per basic and diluted share, for the first fiscal quarter of 2007.

     In addition to using GAAP results in evaluating PDF Solutions’ business, management also believes it is useful to measure results using a non-GAAP measure of net income (loss), which excludes stock-based compensation expense, amortization of acquired intangible assets, and their related income tax effects, as applicable. Using this non-GAAP measure, the net loss for the first fiscal quarter of 2008 totaled $429,000, or $0.02 per diluted share, compared with non-GAAP net income of $3.9 million, or $0.14 per diluted share, for the first fiscal quarter of 2007.

     Additionally, during the first quarter ended March 31, 2008, PDF Solutions utilized a portion of the $10 million share repurchase plan previously authorized by its Board of Directors to repurchase 197,000 of its shares on the open market at a weighted average cost of $5.71, for a total repurchase value of $1.1 million.

     As previously announced, PDF Solutions will discuss these results on a live conference call beginning at 3:00 p.m. Pacific Time/6:00 p.m. Eastern Time today. The call will be simultaneously web cast on PDF Solutions’ website at http://ir.pdf.com/medialist.cfm. A replay of the web cast will be available at the same website address beginning approximately two hours after completion of the live call. Further, a copy of this press release, including the disclosure and reconciliation of certain non-GAAP financial measures to the comparable GAAP measures, which non-GAAP measures may be used periodically by PDF Solutions’ management when discussing financial results with investors and analysts, will be available on PDF Solutions’ website at http://www.pdf.com/news_archive.phtml following the date of this release.

Information Regarding Use of Non-GAAP Financial Measures

In addition to providing results that are determined in accordance with Generally Accepted Accounting Principles in the United States of America (GAAP), PDF Solutions also provides certain non-GAAP financial measures that exclude the effects of stock-based compensation expense, amortization of acquired intangible assets, and their related income tax effects, as applicable. PDF Solutions’ management believes that the presentation of these measures provides useful supplemental information to investors regarding PDF’s operating results. These non-GAAP financial measures are used by management internally to measure the company’s profitability and performance. PDF’s management believes that excluding the effects of stock-based compensation expense, amortization of acquired intangible assets, and their related income tax effects, as applicable, provides a useful supplemental measure of the company’s ongoing operations in light of the fact that none of these categories of expense has a current effect on the future uses of cash nor do they have use with regards to the generation of current or future revenues. These non-GAAP results should not be considered an alternative to, or a substitute for, GAAP financial information, and may be different from similarly titled non-GAAP measures used by other companies. In particular, these non-GAAP financial measures are not a substitute for GAAP measures of income as a measure of performance, or to cash flows from operating, investing and financing activities as a measure of liquidity. Since management uses these non-GAAP financial measures internally to measure profitability and performance, PDF has included these non-GAAP measures to give investors an opportunity to see the company’s financial results as viewed by management. A reconciliation of the non-GAAP financial measures to the comparable GAAP financial measure is provided at the end of the company’s financial statements presented below.

About PDF Solutions

PDF Solutions, Inc. (NASDAQ: PDFS) is the leading provider of yield improvement technologies and services for the IC manufacturing process life cycle. PDF Solutions offers

solutions that are designed to enable clients to lower costs of IC design and manufacture, enhance time to market, and improve profitability by addressing design and manufacturing interactions from product design to initial process ramps to mature manufacturing operations. PDF Solutions’ Characterization Vehicle^® (CV^®) test chips provide the core modeling capabilities, and are used by more leading manufacturers than any other test chips in the industry. PDF Solutions’ industry leading yield management system software, dataPOWER^®, and fault detection and classification software, mæstria ^®, enhance yield improvement and production control activities at leading fabs around the world. Headquartered in San Jose, Calif., PDF Solutions operates worldwide with additional offices in China, Europe, Japan and Korea. For the company’s latest news and information, visit http://www.pdf.com/.

Characterization Vehicle, CV, dataPOWER, mæstria, PDF Solutions, and the PDF Solutions logo are registered trademarks of PDF Solutions, Inc.

PDF SOLUTIONS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(In thousands)

	March 31,			December 31,
	2008			2007
ASSETS
Current assets:
Cash and cash equivalents	$	33,009		$	35,315
Short-term investments		9,806			9,949
Accounts receivable		38,507			38,526
Prepaid expenses and other current assets		3,863			3,354
Deferred tax assets		1,991			1,676
Total current assets		87,176			88,820
Property and equipment, net		3,487			3,621
Non-current investments		1,416			—
Goodwill		67,132			65,170
Intangible assets, net		12,009			12,818
Deferred tax assets and other assets		8,814			8,922
Total assets	$	180,034		$	179,351
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	431		$	421
Accounts payable		2,209			3,469
Accrued compensation and related benefits		5,516			5,950
Other accrued liabilities		2,755			2,604
Taxes payable		576			208
Deferred revenue		4,504			3,159
Billings in excess of recognized revenue		354			553
Total current liabilities		16,345			16,364
Long-term debt		948			907
Long-term taxes payable		5,698			5,581
Other liabilities		298			29
Total liabilities		23,289			22,881
Stockholders’ equity:
Preferred stock		—			—
Common stock		4			4
Additional paid-in-capital		183,578			181,566
Treasury stock at cost		(12,648	)		(11,524	)
Accumulated deficit		(19,405	)		(16,892	)
Accumulated other comprehensive income		5,216			3,316
Total stockholders’ equity		156,745			156,470
Total liabilities and stockholders’ equity	$	180,034		$	179,351

PDF SOLUTIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(In thousands, except per share amounts)

	Three Months Ended March 31,
	2008			2007
Revenues:
Design-to-silicon-yield solutions:
Services	$	13,328		$	13,764
Software licenses		1,696			3,485
Gainshare performance incentives		5,323			4,893
Total revenues		20,347			22,142
Cost of design-to-silicon-yield solutions:
Services		7,682			7,708
Software licenses		84			59
Amortization of acquired technology		631			1,575
Total cost of design-to silicon-yield solutions		8,397			9,342
Gross margin		11,950			12,800
Operating expenses:
Research and development		9,076			8,370
Selling, general and administrative		6,299			5,844
Amortization of other acquired intangible assets		194			1,013
Total operating expenses		15,569			15,227
Loss from operations		(3,619	)		(2,427	)
Interest and other income, net		489			496
Loss before taxes		(3,130	)		(1,931	)
Income tax provision (benefit)		(617	)		424
Net loss	$	(2,513	)	$	(2,355	)
Net loss per share — basic and diluted	$	(0.09	)	$	(0.08	)
Weighted average common shares — basic and diluted		27,840			27,980

PDF SOLUTIONS, INC.
NON-GAAP RESULTS
(In thousands, except per share amounts)

	Three Months Ended March 31,
	2008			2007
GAAP net loss	$	(2,513	)	$	(2,355	)
Stock-based compensation expense — cost of design-to-silicon-yield solutions		530			493
Stock-based compensation expense — research and development		595			563
Stock-based compensation expense — selling, general and administrative		858			782
Amortization of acquired core technology		631			1,575
Amortization of other acquired intangible assets		194			1,013
Tax impact on reversal of stock-based compensation and amortization of intangible assets		(724	)		1,809
Non-GAAP net income (loss)	$	(429	)	$	3,880
Net loss per diluted share	$	(0.09	)	$	(0.08	)
Non-GAAP net income (loss) per diluted share	$	(0.02	)	$	0.14
Shares used in computing diluted non-GAAP measure of net income (loss) per share		27,840			28,590

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EX-99.2

Exhibit 99.2

News Release

Investor Relations Contact:	Investor Relations Contact:
Steven Melman, VP, Investor Relations	Sonia Segovia, IR Coordinator
PDF Solutions, Inc.	PDF Solutions, Inc.
Tel: (408) 938-6445	Tel: (408) 938-6491
Email: steve.melman@pdf.com	Email: sonia.segovia@pdf.com

PDF Solutions^® Provides Financial Outlook For
The Second Fiscal Quarter of 2008

     SAN JOSE, Calif.—April 29, 2008—PDF Solutions, Inc. (NASDAQ: PDFS), the leading provider of yield improvement technologies and services for the integrated circuit (IC) manufacturing process life cycle, today provided its financial outlook for the second fiscal quarter ending June 30, 2008.

     PDF Solutions expects total revenue in the range of $20.5 million to $22.5 million for the second fiscal quarter ending June 30, 2008. Gain share revenue for the second quarter is expected to be in the range of $5.3 million to $5.8 million. On a GAAP basis, net loss for the second fiscal quarter of 2008 is projected in a range of $3.6 million to $2.0 million, or $0.13 to $0.07 per basic and diluted share. This net loss includes one-time restructuring charges estimated to be $1.7 million.

     In addition to using GAAP results in evaluating PDF Solutions’ business, management also believes it useful to measure results using a non-GAAP measure of net income, which excludes stock-based compensation expense, amortization of acquired intangible assets, one-time restructuring charges and their related income tax effects, as applicable. Non-GAAP net income (loss) for the second fiscal quarter ending June 30, 2008 is projected in a range of $(110,000) to $1.5 million, or $(0.00) to $0.06 per basic and diluted share.

     As previously announced, PDF Solutions will discuss its first quarter 2008 results and financial outlook for the second quarter ending June 30, 2008 on a live conference call beginning at 3:00 p.m. Pacific Time/6:00 p.m. Eastern Time today. The call will be simultaneously web cast

~more~

on PDF Solutions’ website at http://ir.pdf.com/medialist.cfm. A replay of the web cast will be available at the same website address beginning approximately two hours after completion of the live call. Further, a copy of this press release, including the disclosure and reconciliation of certain non-GAAP financial measures to the most directly comparable GAAP measures, which non-GAAP measures may be used periodically by PDF Solutions’ management when discussing financial results with investors and analysts, will be available on the company’s website at http://www.pdf.com/news_archive.phtml following the date of this release.

Effectiveness of Guidance:

The outlook set forth above represents PDF Solutions’ expectations only as of the date of this release, and should not be viewed as a statement about PDF Solutions’ expectations after this date. Although this release will remain available on PDF Solutions’ website, its continued availability does not indicate that PDF Solutions is reaffirming or confirming its continued validity. PDF Solutions does not intend to report on its progress, or provide comments to analysts or investors on, or otherwise update, such guidance until it releases its quarterly results.

Information Regarding Use of Non-GAAP Financial Measures:

In addition to providing guidance that is determined in accordance with Generally Accepted Accounting Principles in the United States of America (GAAP), PDF Solutions also provides certain non-GAAP financial measures that exclude the effects of stock-based compensation expense, amortization of acquired intangible assets, one-time restructuring charges and their related income tax effects, as applicable. PDF Solutions’ management believes that the presentation of these measures provides useful supplemental information to investors regarding PDF’s operating results. These non-GAAP financial measures are used by management internally to measure the company’s profitability and performance. PDF’s management believes that excluding the effects of stock-based compensation expense, amortization of acquired intangible assets, one-time restructuring charges and their income tax effects, as applicable, provides a useful supplemental measure of the company’s ongoing operations in light of the fact that neither category of expense has a current effect on the future uses of cash (with the exception of one-time restructuring charges) nor do they have use with regards to the generation of current or future revenues. This non-GAAP guidance should not be considered an alternative to, or a substitute for, GAAP financial information, and may be different from similarly titled non-GAAP measures used by other companies. In particular, these non-GAAP financial measures are not a substitute for GAAP measures of income as a measure of performance, or to cash flows from operating, investing and financing activities as a measure of liquidity. Since management uses these non-GAAP financial measures internally to measure profitability and performance, PDF has included these non-GAAP measures to give investors an opportunity to see the company as viewed by management. A reconciliation of the non-GAAP financial measures to the most directly comparable GAAP financial measure is provided at the end of this press release.

~more~

About PDF Solutions:

PDF Solutions, Inc. (NASDAQ: PDFS) is the leading provider of yield improvement technologies and services for the IC manufacturing process life cycle. PDF Solutions offers solutions that are designed to enable clients to lower costs of IC design and manufacture, enhance time to market, and improve profitability by addressing design and manufacturing interactions from product design to initial process ramps to mature manufacturing operations. PDF Solutions’ Characterization Vehicle^® (CV^®) test chips provide the core modeling capabilities, and are used by more leading manufacturers than any other test chips in the industry. PDF Solutions’ industry leading yield management system software, dataPOWER^®, and fault detection and classification software, mæstria^®, enhance yield improvement and production control activities at leading fabs around the world. Headquartered in San Jose, Calif., PDF Solutions operates worldwide with additional offices in China, Europe, Japan and Korea. For the company’s latest news and information, visit http://www.pdf.com/.

Characterization Vehicle, CV, dataPOWER, mæstria, PDF Solutions, and the PDF Solutions logo are registered trademarks of PDF Solutions, Inc.

Forward-Looking Statements:

The statements in this press release regarding PDF Solutions’ outlook for its second fiscal quarter ending June 30, 2008, including expected revenue, net income, and net income per share, are forward looking. Actual results could differ materially from those expressed in these forward-looking statements. Risks and uncertainties that could cause results to differ materially include risks associated with: any unforeseen industry changes; difficulties in modifying PDF’s solutions on a timely basis; and changes in the marketplace for such solutions, including the introduction of products or services competitive with PDF Solutions’ products and services and other risks set forth in PDF Solutions’ periodic public filings with the Securities and Exchange Commission, including, without limitation, its annual reports on Form 10-K, most recently filed on March 17, 2008, and its quarterly reports on Form 10-Q, most recently filed on November 9, 2007. The forward-looking statements contained in this release are made as of the date hereof, and PDF Solutions does not assume any obligation to update such statements nor the reasons why actual results could differ materially from those projected in such statements.

~more~

PDF SOLUTIONS, INC.
RECONCILIATION OF PROJECTED GAAP NET LOSS TO PROJECTED
NON-GAAP NET INCOME (LOSS)
(In thousands, except per share data)

	Three Months Ending
PROJECTED RESULTS	June 30, 2008
GAAP net loss per share basic	$	(0.13	)	to	$	(0.07	)
GAAP net loss	$	(3,620	)	to	$	(1,970	)
Restructuring charges, net of taxes		1,280				1,280
Stock-based compensation expense, net of taxes		1,730				1,730
Amortization of acquired intangible assets, net of taxes		500				500
Non-GAAP net income (loss)	$	(110	)	to	$	1,540
Non-GAAP net income (loss) per share — basic and diluted	$	(0.00	)	to	$	0.06
Weighted average common shares		28,000				28,000

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