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)		May 3, 2007
NEXTEST SYSTEMS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware	000-51851			77-047-0150
(State or other jurisdiction of incorporation)	(Commission File Number)			(I.R.S. Employer Identification No.)
1901 MONTEREY RD, SAN JOSE, CA				95112
(Address of principal executive offices)				(Zip Code)
Registrant’s telephone number, including area code			(408) 817-7200
(Former name or former address, if changed since last report.)
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 (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02. Results of Operations and Financial Condition

On May 3, 2007 Nextest Systems Corporation announced the third quarter of fiscal year 2007 financial results. A copy of the related press release is attached hereto as Exhibit 99.1.

Item 9.01	Financial Statements and Exhibits
(d)	Exhibits
99.1	Press release dated May 3, 2007 issued by Nextest Systems Corporation.

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.

	NEXTEST SYSTEMS CORPORATION (Registrant)
Date: May 3, 2007	By:	/s/ James P. Moniz
		James P. Moniz Chief Financial Officer

EX-99.1

Nextest Announces Third Quarter Fiscal Year 2007 Results

SAN JOSE, Calif., May 3 /PRNewswire-FirstCall/ -- Nextest Systems Corporation (Nasdaq: NEXT), a leader in the manufacture of automatic test equipment (ATE) for low-cost semiconductor manufacturing, today reported financial results for its fiscal third quarter ended March 24, 2007.

Revenue for the quarter ended March 24, 2007 was $21,152,000, up 18 percent from the December 2006 quarter revenue of $17,930,000 and down 15 percent from the March 2006 quarter revenue of $24,970,000. Net income for the quarter was $1,459,000, compared with net income of $2,215,000 in the previous quarter and net income of $3,191,000 in the March 2006 quarter.

Net income available to common stockholders for the quarter ended March 24, 2007 was $1,459,000, or $0.08 per diluted share, compared with net income available to common stockholders of $2,215,000, or $0.12 per diluted share in the December 2006 quarter and net loss available to common stockholders of $1,561,000, or $0.18 per diluted share in the March 2006 quarter. The March 2006 quarter included accretion of the then-outstanding Series B preferred stock in the amount of $4,752,000.

New orders for the quarter ended March 24, 2007 were $21.8 million. Backlog at the end of the quarter was $ 17.4 million.

Robin Adler, chairman and CEO of Nextest, commented, "Revenue and profit within guidance ranges in the March quarter, and parity book-to-bill, were satisfactory outcomes given challenging business conditions in the flash memory market. Flash prices declined sharply early in the quarter causing customers to be cautious relative to increases in production capacity. During the quarter we made key additions to our sales and engineering teams to position the company to take advantage of the rebound in business conditions forecast to occur later in the year."

Fourth Quarter Fiscal 2007 Outlook

Net revenue in the fourth quarter of fiscal 2007 is expected to be between $20 million and $24 million, with earnings per diluted share of between $0.06 and $0.13. The diluted share count is estimated to be approximately 19 million at the end of the fourth quarter.

Conference Call/Webcast

Nextest Systems Corporation will be conducting its conference call today, May 3, 2007, at 2:00 p.m. Pacific Time. The call will be simultaneously webcast at www.nextest.com (click on "Investors"). A replay will be available for two weeks via telephone starting approximately two hours after the completion of the call. The replay may be accessed by calling 888-286-8010 in the US and Canada, or 617-801-6888 outside the US and Canada, and entering conference code 17861821, or by visiting www.nextest.com and clicking on "Investors" for a link to the replay. The replay will be available via telephone and website through May 17, 2007.

About Nextest Systems Corporation

Nextest Systems Corporation is a low-cost leader in the design and manufacture of automatic test equipment (ATE) for Flash memory and System-On- Chip semiconductors. Nextest's products address the growing demand from manufacturers for ATE with increased throughput, functionality and reliability, while reducing time to market and cost of test. Nextest has shipped over 1,800 systems to more than 60 semiconductor companies worldwide. Further information is available at www.nextest.com.

Forward-looking Statements

The statements made in this press release, other than statements of historical facts, are forward-looking statements that involve risks and uncertainties. These statements include those relating the company's financial performance, products, customers, success of new products and business prospects. In some cases, forward-looking statements can be identified by terminology such as "may," "will," "should," "expect," "anticipate," "intend," "plan," "believe," "estimate," "potential," or "continue," the negative of these terms or other comparable terminology. These statements involve a number of risks and uncertainties, including the cyclical nature of the semiconductor industry, the success of the market penetration of our products, our dependence on suppliers and subcontractors, the concentration of our customers and other risks and uncertainties. Nextest Systems Corporation does not intend to update or revise any forward-looking statements whether as a result of new developments or otherwise.

At Nextest Systems Corporation:

So-Yeon Jeong

408.817.7276

NEXTEST SYSTEMS CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

	Quarter Ended						Nine Months Ended
	Mar. 24,		Dec. 23,		Mar. 25,		Mar. 24,		Mar. 25,
	2007		2006		2006		2007		2006
Net revenue	$	21,152	$	17,930	$	24,970	$	65,941	$	61,600
Cost of revenue		10,375		8,198		11,937		30,932		30,317
Gross profit		10,777		9,732		13,033		35,009		31,283
Operating expenses:
Research and development		2,634		2,213		2,358		7,009		6,110
Sales, general andadministrative		6,659		5,507		5,906		17,835		15,675
Total operating expenses		9,293		7,720		8,264		24,844		21,785
Income from operations		1,484		2,012		4,769		10,165		9,498
Interest and other income, net		835		802		139		2,475		312
Income before income taxes		2,319		2,814		4,908		12,640		9,810
Income tax provision		860		599		1,717		4,182		3,318

Net income		1,459		2,215		3,191			8,458		6,492
Accretion of Series B preferred
stock redemption value		-		-		(4,752	)		-		(7,753	)
Net income (loss) available
to common stockholders	$	1,459	$	2,215	$	(1,561	)	$	8,458	$	(1,261	)
Basic net income per share
available to common shareholders:
Net income (loss) per common
share, basic	$	0.08	$	0.13	$	(0.18	)	$	0.48	$	(0.15	)
Weighted average number of
shares used in per share
calculation, basic		17,659		17,588		8,783			17,585		8,694
Diluted net income per share
available to common shareholders:
Net income (loss) per common
share, diluted	$	0.08	$	0.12	$	(0.18	)	$	0.45	$	(0.15	)
Weighted average number of
shares used in per share
calculation, diluted		18,780		18,692		8,783			18,718		8,694
Stock-based compensation
expense is included in:
Cost of revenue	$	47	$	31	$	44		$	123	$	139
Research and development		157		112		193			407		546
Sales, general and
administrative		330		231		276			738		793
Total	$	534	$	374	$	513		$	1,268	$	1,478

NEXTEST SYSTEMS CORPORATION
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
	Mar. 24,		Dec. 23,		Jun. 24,
	2007		2006		2006
ASSETS
Current assets:
Cash and cash equivalents	$	45,627	$	44,529	$	68,667
Short-term investments		28,975		28,818		-
Accounts receivable, net		23,835		14,336		16,518
Inventory		21,345		25,310		26,099
Deferred tax assets		2,741		3,004		2,976
Prepaid expenses and other current assets		1,873		2,334		1,118
Total current assets		124,396		118,331		115,378
Property and equipment, net		3,886		3,919		3,868
Deferred tax assets		1,847		930		1,067
Other assets		811		701		783
Total assets	$	130,940	$	123,881	$	121,096
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	3,368	$	2,173	$	2,585
Accrued liabilities		4,837		4,466		5,946
Deferred income		3,305		1,308		4,890
Income tax payable		1,956		1,198		1,163
Total current liabilities		13,466		9,145		14,584
Deferred income		307		333		458
Other liabilities		501		196		202
Total liabilities		14,274		9,674		15,244
Stockholders' equity		116,666		114,207		105,852
Total liabilities and stockholders'
equity	$	130,940	$	123,881	$	121,096

SOURCE Nextest Systems Corporation

-0- 05/03/2007

/CONTACT: So-Yeon Jeong of Nextest Systems Corporation, +1-408-817-7276, sjeong@nextest.com/

/Web site: http://www.nextest.com/

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