-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OpqgYphhnftWlA83oXHQSFa0PADr7+fMKA36TTcKQGda49J3G+07QmetIE6bckbW r7ipRQfb81he67E16s95vw== 0001275287-07-000468.txt : 20070201 0001275287-07-000468.hdr.sgml : 20070201 20070201161114 ACCESSION NUMBER: 0001275287-07-000468 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070201 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070201 DATE AS OF CHANGE: 20070201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEXTEST SYSTEMS CORP CENTRAL INDEX KEY: 0001167896 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51851 FILM NUMBER: 07571971 BUSINESS ADDRESS: STREET 1: 1901 MONTEREY RD CITY: SAN JOSE STATE: CA ZIP: 95112 BUSINESS PHONE: 4088177200 8-K 1 ns8745.txt FORM 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) February 1, 2007 NEXTEST SYSTEMS CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 000-51851 77-047-0150 ---------------------------- ------------ ------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On December 22, 2006, Nextest System Corporation has signed a 10-year lease on a new 128,000 sq ft building in San Jose for a period that ends on December 31, 2016. ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION On February 1, 2007 Nextest Systems Corporation announced the second 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 February 1, 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: February 1, 2007 /s/ James P. Moniz --------------------------- James P. Moniz Chief Financial Officer EX-99.1 2 ns8745ex991.txt EXHIBIT 99.1 Exhibit 99.1 NEXTEST ANNOUNCES SECOND QUARTER FISCAL YEAR 2007 RESULTS SAN JOSE, Calif., Feb. 1 /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 second quarter ended December 23, 2006. Revenue for the quarter ended December 23, 2006 was $17,930,000, down 33 percent from the September 2006 quarter revenue of $26,859,000 and down 8 percent from the December 2005 quarter revenue of $19,425,000. Net income for the quarter was $2,215,000, compared with net income of $4,784,000 in the previous quarter and net income of $1,682,000 in the December 2005 quarter. Net income available to common stockholders for the quarter ended December 23, 2006 was $2,215,000, or $0.12 per diluted share, compared with net income available to common stockholders of $4,784,000, or $0.25 per diluted share in the September 2006 quarter and net loss available to common stockholders of $95,000, or $0.01 per diluted share in the December 2005 quarter. The December 2005 quarter included accretion of the then-outstanding Series B preferred stock in the amount of $1,777,000. New orders for the quarter ended December 23, 2006 were $25.5 million. Backlog at the end of the quarter was $16.7 million. Nextest has signed a 10-year lease on a new 128,000 sq ft building in San Jose for a period that ends on December 31, 2016. Robin Adler, chairman and CEO of Nextest, commented, "Despite the soft business conditions in the semiconductor market, our bookings were $25.5 million, which represents a positive book-to-bill ratio. In the flash memory sector, while bit output continued to grow, severe price declines forced flash manufacturers to extract additional productivity from existing installed bases of test equipment, slowing investment in additional test capacity. Sharply declining prices, however, increase demand for flash memory. We are encouraged by our growth prospects in flash and in the other markets that we address." Third Quarter Fiscal 2007 Outlook Net revenue in the third quarter of fiscal 2007 is expected to be between $18 million and $22 million, with earnings per diluted share of between $ 0.03 and $0.10. The fully diluted share count is estimated to be approximately 19 million at the end of the third quarter. Conference Call/Webcast Nextest Systems Corporation will be conducting its conference call today, February 1, 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 13743196, 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 February 15, 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 1,700 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 Six Months Ended ------------------------------------ ----------------------- Dec. 23, Sept. 23, Dec. 24, Dec. 23, Dec. 24, 2006 2006 2005 2006 2005 ---------- ---------- ---------- ---------- ---------- Net revenue $ 17,930 $ 26,859 $ 19,425 $ 44,789 $ 36,630 Cost of revenue 8,198 12,358 9,959 20,556 18,380 Gross profit 9,732 14,501 9,466 24,233 18,250 Operating expenses: Research and development 2,213 2,162 2,019 4,375 3,752 Sales, general and administrative 5,507 5,670 5,136 11,177 9,769 Total operating expenses 7,720 7,832 7,155 15,552 13,521 Income from operations 2,012 6,669 2,311 8,681 4,729 Interest and other income, net 802 837 99 1,639 173 Income before income taxes 2,814 7,506 2,410 10,320 4,902 Income tax provision 599 2,722 728 3,321 1,601 Net income 2,215 4,784 1,682 6,999 3,301 Accretion of Series B preferred stock redemption value -- -- (1,777) -- (3,001) Amount allocated to Series A preferred stockholders -- -- -- -- (45) Net income (loss) available to common stockholders $ 2,215 $ 4,784 $ (95) $ 6,999 $ 255 Basic net income per share available to common shareholders: Net income (loss) per common share, basic $ 0.13 $ 0.27 $ (0.01) $ 0.40 $ 0.03 Weighted average number of shares used in per share calculation, basic 17,588 17,508 8,577 17,548 8,649 Diluted net income per share available to common shareholders: Net income (loss) per common share, diluted $ 0.12 $ 0.25 $ (0.01) $ 0.37 $ 0.03 Weighted average number of shares used in per share calculation, diluted 18,692 18,769 8,577 158,700 9,486 Stock-based compensation expense is included in: Cost of revenue $ 31 $ 45 $ 74 $ 76 $ 95 Research and development 112 137 312 249 353 Sales, general and administrative 231 178 436 409 516 Total $ 374 $ 360 $ 822 $ 734 $ 964
NEXTEST SYSTEMS CORPORATION UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands)
Dec. 23, Sept. 23, Jun. 24, 2006 2006 2006 ---------- ---------- ---------- ASSETS Current assets: Cash and cash equivalents $ 44,529 $ 53,041 $ 68,667 Short-term investments 28,818 15,540 -- Accounts receivable, net 14,336 20,184 16,518 Inventory 25,310 26,706 26,099 Deferred tax assets 3,004 3,006 2,976 Prepaid expenses and other current assets 1,399 1,020 1,118 Total current assets 117,396 119,497 115,378 Property and equipment, net 3,919 3,786 3,868 Deferred tax assets 930 855 1,067 Other assets 701 795 783 Total assets $ 122,946 $ 124,933 $ 121,096 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 2,173 $ 3,529 $ 2,585 Accrued liabilities 4,466 4,399 5,946 Deferred income 1,308 2,125 4,890 Customer deposits -- 9 -- Income tax payable 263 3,020 1,163 Total current liabilities 8,210 13,082 14,584 Deferred income 333 336 458 Other liabilities 196 189 202 Total liabilities 8,739 13,607 15,244 Stockholders' equity 114,207 111,326 105,852 Total liabilities and stockholders' equity $ 122,946 $ 124,933 $ 121,096
SOURCE Nextest, Inc. -0- 02/01/2007 /CONTACT: So-Yeon Jeong of Nextest Systems Corporation, +1-408-817-7276, or sjeong@nextest.com/ /Web site: http://www.nextest.com / -----END PRIVACY-ENHANCED MESSAGE-----