##### Table of Contents

---

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



---

FORM 10-Q



---



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

For the quarterly period ended March 24, 2007.



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

For the transition period from  to
.

Commission File Number: 000-51851



---

Nextest Systems Corporation

(Exact name of Registrant as specified in its charter)



---



|                                                               |  |                                  
|-------------------------------------------------------------- |  | ---------------------------------
|Delaware                                                       |  | 77-0470150                       
|(State or other jurisdiction of incorporation or organization) |  | (IRS Employer Identification No.)

1901 Monterey Road, San Jose, California 95112

(Address of principal executive offices, including zip code)

Registrants telephone number, including area code: (408) 817-7200



---

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No ̈

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer as defined in Rule 12B-2 of the Exchange Act.

Large accelerated filer ̈Accelerated filer ̈Non-accelerated filer  x

Indicate by check mark whether the Registrant is a shell company, as defined in Rule 12b-2 of the Exchange
Act.    Yes ̈No  x

As of April 21 2007, there were 17,750,503 shares of the Registrant's Common Stock outstanding, par value $0.001.



---



---

##### Table of Contents

NEXTEST SYSTEMS CORPORATION

TABLE OF CONTENTS



|              |  |         |  |                                                                                                                              |  |     
|------------- |  | ------- |  | ---------------------------------------------------------------------------------------------------------------------------- |  | ----
|              |  |         |  |                                                                                                                              |  | Page
|PART I.       |  |         |  | FINANCIAL INFORMATION                                                                                                        |  |     
|              |  |         | 
|              |  | Item 1  |  | Condensed Consolidated Financial Statements (Unaudited)                                                                      |  |     
|              |  |         | 
|              |  |         |  | Condensed Consolidated Balance Sheets as of March 24, 2007 and June 24, 2006                                                 |  | 3   
|              |  |         | 
|              |  |         |  | Condensed Consolidated Statements of Operations for the three and nine month periods ended March 24, 2007 and March 25, 2006 |  | 4   
|              |  |         | 
|              |  |         |  | Condensed Consolidated Statements of Cash Flows for the nine month periods ended March 24, 2007 and March 25, 2006           |  | 5   
|              |  |         | 
|              |  |         |  | Notes to the Condensed Consolidated Financial Statements                                                                     |  | 6   
|              |  |         | 
|              |  | Item 2  |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                        |  | 15  
|              |  |         | 
|              |  | Item 3  |  | Quantitative and Qualitative Disclosures about Market Risk                                                                   |  | 22  
|              |  |         | 
|              |  | Item 4  |  | Controls and Procedures                                                                                                      |  | 22  
|              |  |         | 
|PART II.      |  |         |  | OTHER INFORMATION                                                                                                            |  |     
|              |  |         | 
|              |  | Item 1  |  | Legal Proceedings                                                                                                            |  | 23  
|              |  |         | 
|              |  | Item 1A |  | Risk Factors                                                                                                                 |  | 23  
|              |  |         | 
|              |  | Item 2  |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                                  |  | 23  
|              |  |         | 
|              |  | Item 3  |  | Defaults Upon Senior Securities                                                                                              |  | 23  
|              |  |         | 
|              |  | Item 4  |  | Submission of Matters to a Vote of Security Holders                                                                          |  | 23  
|              |  |         | 
|              |  | Item 5  |  | Other Information                                                                                                            |  | 24  
|              |  |         | 
|              |  | Item 6  |  | Exhibits                                                                                                                     |  | 24  
|              | 
|Signatures    |  | 25     
|              | 
|Exhibit Index |  | 26     



2



---

##### Table of Contents

PART I. FINANCIAL INFORMATION



|ITEM 1. | 
|------- | 

NEXTEST SYSTEMS CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

(unaudited)



|                                                                                                                                                                         |  |               |         |   |              |   |         |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------- | ------- | - | ------------ | - | ------- | -
|                                                                                                                                                                         |  | March 24,2007 |         |   | June 24,2006 |  
|ASSETS                                                                                                                                                                   |  |               |         |   |              |   |         |  
|Current assets:                                                                                                                                                          |  |               |         |   |              |   |         |  
|Cash and cash equivalents                                                                                                                                                |  | $             | 45,627  |   |              | $ | 68,667  |  
|Short-term investments                                                                                                                                                   |  |               | 28,975  |   |              |   |        |  
|Accounts receivable, net of allowance of $90 at March 24, 2007 and at June 24, 2006                                                                                      |  |               | 23,835  |   |              |   | 16,518  |  
|Inventory                                                                                                                                                                |  |               | 21,345  |   |              |   | 26,099  |  
|Deferred tax assets                                                                                                                                                      |  |               | 2,741   |   |              |   | 2,976   |  
|Prepaid expenses, taxes and other current assets                                                                                                                         |  |               | 1,873   |   |              |   | 1,118   |  
|                                                                                                                                                                         |  |               |         |   |              |   |         |  
|Total current assets                                                                                                                                                     |  |               | 124,396 |   |              |   | 115,378 |  
|Property and equipment, net                                                                                                                                              |  |               | 3,886   |   |              |   | 3,868   |  
|Restricted cash                                                                                                                                                          |  |               | 217     |   |              |   | 317     |  
|Deferred tax assets                                                                                                                                                      |  |               | 1,847   |   |              |   | 1,067   |  
|Other assets                                                                                                                                                             |  |               | 594     |   |              |   | 466     |  
|                                                                                                                                                                         |  |               |         |   |              |   |         |  
|Total assets                                                                                                                                                             |  | $             | 130,940 |   |              | $ | 121,096 |  
|                                                                                                                                                                         |  |               |         |   |              |   |         |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                     |  |               |         |   |              |   |         |  
|Current liabilities:                                                                                                                                                     |  |               |         |   |              |   |         |  
|Accounts payable                                                                                                                                                         |  | $             | 3,368   |   |              | $ | 2,585   |  
|Accrued liabilities                                                                                                                                                      |  |               | 4,837   |   |              |   | 5,946   |  
|Deferred income                                                                                                                                                          |  |               | 3,305   |   |              |   | 4,890   |  
|Income tax payable                                                                                                                                                       |  |               | 1,956   |   |              |   | 1,163   |  
|                                                                                                                                                                         |  |               |         |   |              |   |         |  
|Total current liabilities                                                                                                                                                |  |               | 13,466  |   |              |   | 14,584  |  
|Deferred income                                                                                                                                                          |  |               | 307     |   |              |   | 458     |  
|Other liabilities                                                                                                                                                        |  |               | 501     |   |              |   | 202     |  
|                                                                                                                                                                         |  |               |         |   |              |   |         |  
|Total liabilities                                                                                                                                                        |  |               | 14,274  |   |              |   | 15,244  |  
|                                                                                                                                                                         |  |               |         |   |              |   |         |  
|Commitments and contingencies (Note 10)                                                                                                                                  |  |               |         |   |              |   |         |  
|Stockholders equity:                                                                                                                                                    |  |               |         |   |              |   |         |  
|Preferred Stock: no par value, 10,000,000 shares authorized, none issued and outstanding                                                                                 |  |               |        |   |              |   |        |  
|Common Stock: $0.001 par value; 140,000,000 shares authorized, 17,735,103 and 17,512,278 shares issued and outstanding at March 24, 2007
and June 24, 2006, respectively |  |               | 18      |   |              |   | 18      |  
|Additional paid-in capital                                                                                                                                               |  |               | 103,763 |   |              |   | 101,597 |  
|Deferred stock-based compensation                                                                                                                                        |  |               | (169    | ) |              |   | (359    | )
|Retained earnings                                                                                                                                                        |  |               | 13,054  |   |              |   | 4,596   |  
|                                                                                                                                                                         |  |               |         |   |              |   |         |  
|Total stockholders equity                                                                                                                                               |  |               | 116,666 |   |              |   | 105,852 |  
|                                                                                                                                                                         |  |               |         |   |              |   |         |  
|Total liabilities and stockholders equity                                                                                                                               |  | $             | 130,940 |   |              | $ | 121,096 |  
|                                                                                                                                                                         |  |               |         |   |              |   |         |  

The accompanying notes are an integral part of these condensed consolidated financial statements.



3



---

##### Table of Contents

NEXTEST SYSTEMS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share data)

(unaudited)



|                                                                                |  |                    |            |                |                   |           |                |  |                |            |  |   |           |  
|------------------------------------------------------------------------------- |  | ------------------ | ---------- | -------------- | ----------------- | --------- | -------------- |  | -------------- | ---------- |  | - | --------- | -
|                                                                                |  | Three Months Ended |            |                | Nine Months Ended |          
|                                                                                |  | March 24, 2007     |            | March 25, 2006 |                   |           | March 24, 2007 |  | March 25, 2006 |           
|Net revenue                                                                     |  | $                  | 21,152     |                | $                 | 24,970    |                |  | $              | 65,941     |  | $ | 61,600    |  
|Cost of revenue                                                                 |  |                    | 10,375     |                |                   | 11,937    |                |  |                | 30,932     |  |   | 30,317    |  
|                                                                                |  |                    |            |                |                   |           |                |  |                |            |  |   |           |  
|Gross profit                                                                    |  |                    | 10,777     |                |                   | 13,033    |                |  |                | 35,009     |  |   | 31,283    |  
|                                                                                |  |                    |            |                |                   |           |                |  |                |            |  |   |           |  
|                                                                                |  |                    |            |               
|Operating expenses:                                                             |  |                    |            |                |                   |           |                |  |                |            |  |   |           |  
|Research and development                                                        |  |                    | 2,634      |                |                   | 2,358     |                |  |                | 7,009      |  |   | 6,110     |  
|Selling, general and administrative                                             |  |                    | 6,659      |                |                   | 5,906     |                |  |                | 17,835     |  |   | 15,675    |  
|                                                                                |  |                    |            |                |                   |           |                |  |                |            |  |   |           |  
|Total operating expenses                                                        |  |                    | 9,293      |                |                   | 8,264     |                |  |                | 24,844     |  |   | 21,785    |  
|                                                                                |  |                    |            |                |                   |           |                |  |                |            |  |   |           |  
|Income from operations                                                          |  |                    | 1,484      |                |                   | 4,769     |                |  |                | 10,165     |  |   | 9,498     |  
|Interest and other income, net                                                  |  |                    | 835        |                |                   | 139       |                |  |                | 2,475      |  |   | 312       |  
|                                                                                |  |                    |            |                |                   |           |                |  |                |            |  |   |           |  
|Income before income taxes                                                      |  |                    | 2,319      |                |                   | 4,908     |                |  |                | 12,640     |  |   | 9,810     |  
|Income tax provision                                                            |  |                    | 860        |                |                   | 1,717     |                |  |                | 4,182      |  |   | 3,318     |  
|                                                                                |  |                    |            |                |                   |           |                |  |                |            |  |   |           |  
|Net income                                                                      |  |                    | 1,459      |                |                   | 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      |                | $                 | (1,561    | )              |  | $              | 8,458      |  | $ | (1,261    | )
|                                                                                |  |                    |            |                |                   |           |                |  |                |            |  |   |           |  
|                                                                                |  |                    |            |               
|Basic and diluted net income (loss) per share available to common stockholders: |  |                    |            |                |                   |           |                |  |                |            |  |   |           |  
|Net income (loss) per common share, basic                                       |  | $                  | 0.08       |                | $                 | (0.18     | )              |  | $              | 0.48       |  | $ | (0.15     | )
|                                                                                |  |                    |            |                |                   |           |                |  |                |            |  |   |           |  
|Net income (loss) per common share, diluted                                     |  | $                  | 0.08       |                | $                 | (0.18     | )              |  | $              | 0.45       |  | $ | (0.15     | )
|                                                                                |  |                    |            |                |                   |           |                |  |                |            |  |   |           |  
|Weighted average number of shares used in per share calculation, basic          |  |                    | 17,658,654 |                |                   | 8,783,337 |                |  |                | 17,584,796 |  |   | 8,693,935 |  
|                                                                                |  |                    |            |                |                   |           |                |  |                |            |  |   |           |  
|Weighted average number of shares used in per share calculation, diluted        |  |                    | 18,780,292 |                |                   | 8,783,337 |                |  |                | 18,717,831 |  |   | 8,693,935 |  
|                                                                                |  |                    |            |                |                   |           |                |  |                |            |  |   |           |  

The accompanying notes are an integral part of these condensed consolidated financial statements.



4



---

##### Table of Contents

NEXTEST SYSTEMS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)



|                                                                                  |  |                   |         |   |                |   |         |  
|--------------------------------------------------------------------------------- |  | ----------------- | ------- | - | -------------- | - | ------- | -
|                                                                                  |  | Nine Months Ended |        
|                                                                                  |  | March 24, 2007    |         |   | March 25, 2006 |  
|Cash flows from operating activities:                                             |  |                   |         |   |                |   |         |  
|Net income                                                                        |  | $                 | 8,458   |   |                | $ | 6,492   |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                   |         |   |                |   |         |  
|Depreciation and amortization                                                     |  |                   | 1,123   |   |                |   | 971     |  
|Provision for excess inventory                                                    |  |                   | 1,121   |   |                |   | 621     |  
|Stock-based compensation                                                          |  |                   | 1,268   |   |                |   | 1,478   |  
|Deferred tax provision (benefit)                                                  |  |                   | (545    | ) |                |   | 253     |  
|Interest on notes receivable from stockholders                                    |  |                   |        |   |                |   | (10     | )
|Tax benefits from stock-based compensation plans                                  |  |                   | 496     |   |                |   |        |  
|Excess tax benefits from stock-based compensation plans                           |  |                   | (445    | ) |                |   |        |  
|Changes in current assets and liabilities:                                        |  |                   |         |   |                |   |         |  
|Accounts receivable                                                               |  |                   | (7,317  | ) |                |   | (3,166  | )
|Inventory                                                                         |  |                   | 3,186   |   |                |   | (15,031 | )
|Prepaid expenses, taxes and other current assets                                  |  |                   | 167     |   |                |   | (868    | )
|Income tax receivable                                                             |  |                   | (849    | ) |                |   | (68     | )
|Other assets                                                                      |  |                   | (128    | ) |                |   | 77      |  
|Accounts payable                                                                  |  |                   | 783     |   |                |   | 4,220   |  
|Accrued and other liabilities                                                     |  |                   | (810    | ) |                |   | 2,899   |  
|Deferred income                                                                   |  |                   | (1,736  | ) |                |   | 1,052   |  
|Income tax payable                                                                |  |                   | 742     |   |                |   | (301    | )
|Customer deposits                                                                 |  |                   |        |   |                |   | 2,250   |  
|                                                                                  |  |                   |         |   |                |   |         |  
|Net cash provided by operating activities                                         |  |                   | 5,514   |   |                |   | 869     |  
|                                                                                  |  |                   |         |   |                |   |         |  
|                                                                                  |  |                  
|Cash flows from investing activities:                                             |  |                   |         |   |                |   |         |  
|Purchase of property and equipment                                                |  |                   | (712    | ) |                |   | (370    | )
|Sale of property and equipment                                                    |  |                   | 18      |   |                |   |        |  
|Purchases of available-for-sale securities                                        |  |                   | (47,388 | ) |                |   |        |  
|Sales and maturities of available-for-sale securities                             |  |                   | 18,340  |   |                |   |        |  
|Changes in restricted cash                                                        |  |                   | 100     |   |                |   | 100     |  
|                                                                                  |  |                   |         |   |                |   |         |  
|Net cash used in investing activities                                             |  |                   | (29,642 | ) |                |   | (270    | )
|                                                                                  |  |                   |         |   |                |   |         |  
|                                                                                  |  |                  
|Cash flows from financing activities:                                             |  |                   |         |   |                |   |         |  
|Proceeds from exercise of stock options                                           |  |                   | 643     |   |                |   | 60      |  
|Excess tax benefits from stock-based compensation plans                           |  |                   | 445     |   |                |   |        |  
|Repayment of principal and interest on notes receivable from stockholders         |  |                   |        |   |                |   | 33      |  
|                                                                                  |  |                   |         |   |                |   |         |  
|Net cash provided by financing activities                                         |  |                   | 1,088   |   |                |   | 93      |  
|                                                                                  |  |                   |         |   |                |   |         |  
|Net increase (decrease) in cash and cash equivalents                              |  |                   | (23,040 | ) |                |   | 692     |  
|Cash and cash equivalents at beginning of period                                  |  |                   | 68,667  |   |                |   | 10,474  |  
|                                                                                  |  |                   |         |   |                |   |         |  
|Cash and cash equivalents at end of period                                        |  | $                 | 45,627  |   |                | $ | 11,166  |  
|                                                                                  |  |                   |         |   |                |   |         |  
|                                                                                  |  |                  
|Non-cash financing activities:                                                    |  |                   |         |   |                |   |         |  
|Extinguishment of principal on notes receivable from stockholders                 |  | $                 |        |   |                | $ | 1,005   |  
|                                                                                  |  |                   |         |   |                |   |         |  
|Conversion of Series B Preferred Stock                                            |  | $                 |        |   |                | $ | 38,537  |  
|                                                                                  |  |                   |         |   |                |   |         |  
|                                                                                  |  |                  
|Supplemental disclosure of cash flow information:                                 |  |                   |         |   |                |   |         |  
|Income taxes paid, net of income tax refunds                                      |  | $                 | 4,138   |   |                | $ | 3,317   |  
|                                                                                  |  |                   |         |   |                |   |         |  

The accompanying notes are an integral part of these condensed consolidated financial statements.



5



---

##### Table of Contents

NEXTEST SYSTEMS CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 1The Company

Nextest Systems Corporation (the Company) was incorporated in California in November 1997 and reincorporated in Delaware in
March 2006. The Company is engaged in the design, development, manufacturing, sale and service of automatic test equipment (ATE) for the semiconductor industry.

On March 21, 2006, the Company sold 4,600,000 shares of its common stock at an offering price of $14.00 per share in its initial public offering
resulting in net proceeds to the Company of $58.6 million after both underwriters commissions and approximately $1.3 million in issuance costs. The transaction closed on March 27, 2006, the beginning of our fourth quarter of fiscal year
2006.

The Companys fiscal year is the 52 or 53 weeks ending on the last Saturday in June. Fiscal 2007 and fiscal 2006 are 53 and 52
week fiscal years, respectively. The periods for the three and nine months ended March 24, 2007 and March 25, 2006 included 13 and 39 weeks, respectively.

Note 2Basis of Presentation

The accompanying condensed consolidated financial statements have
been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with
generally accepted accounting principles in the United States (US GAAP) have been condensed or omitted pursuant to such rules and regulations. The June 24, 2006 consolidated balance sheet was derived from audited financial
statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. However, the Company believes that the disclosures are adequate to make the information presented not misleading.
These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Companys Annual Report on Form 10-K for the fiscal year ended June 24, 2006.

In the opinion of management, the accompanying condensed consolidated financial statements contain all normal and recurring adjustments
necessary for a fair statement of financial position, results of operations and cash flows for the periods indicated.

The preparation of
financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities (including inventory valuation, accounts receivable valuation, accrued warranty and
estimated fair values of stock options and redeemable preferred stock) and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of net revenue and expenses during the reporting period. Actual
results could differ from those estimates.

Note 3Recent Accounting Pronouncements

In July 2006, the Financial Accounting Standards Board (the FASB) issued FASB Interpretation 48, Accounting for Income Tax
Uncertainties (FIN 48). FIN 48 defines the threshold for recognizing the benefits of tax return positions in the financial statements as more-likely-than-not to be sustained by the taxing authority. The recently issued literature
also provides guidance on the recognition, measurement and classification of income tax uncertainties, along with any related interest and penalties. FIN 48 also includes guidance concerning accounting for income tax uncertainties in interim periods
and increases the level of disclosures associated with any recorded income tax uncertainties. FIN 48 is effective for fiscal years beginning after December 15, 2006. The differences between the amounts recognized in the statements of financial
position prior to the adoption of FIN 48 and the amounts reported after adoption will be accounted for as a cumulative-effect adjustment recorded to the beginning balance of retained earnings. The Company is currently evaluating the impact, if any,
of adopting the provisions of FIN 48 on its financial position and results of operations.

In May 2007, the FASB issued FSP FIN
No. 48-1, Definition of Settlement in FASB Interpretation No. 48. FSP FIN No. 48-1 provides guidance on how a company should determine whether a tax position is effectively settled for the purpose of recognizing previously
unrecognized tax benefits. FSP FIN No. 48-1 is effective upon initial adoption of FIN No. 48 which the Company will adopt in the first quarter of fiscal 2008.



6



---

##### Table of Contents

In September 2006, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin
No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements (SAB 108), to address diversity in practice in quantifying financial statement misstatements. SAB 108
requires that the Company quantify misstatements based on their impact on each of our financial statements and related disclosures. SAB 108 is effective as of the end of our 2007 fiscal year, allowing a one-time transitional cumulative effect
adjustment to retained earnings as of June 24, 2006 for errors that were not previously deemed material, but are material under the guidance in SAB 108. Adoption of SAB 108 is not expected to have an impact on the Companys financial
statements.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157 (SFAS No. 157), Fair
Value Measurements, which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The provisions of SFAS No. 157 are effective as of the beginning of our 2009 fiscal
year. The Company is currently evaluating the impact, if any, of adopting SFAS No. 157 on its financial statements.

In February 2007,
the FASB issued Statement of Financial Accounting Standards (SFAS) No. 159, The Fair Value Option for Financial Assets and Financial Liabilitiesincluding an amendment of SFAS No. 115. SFAS No. 159 allows
companies to choose, at specified election dates, to measure eligible financial assets and liabilities at fair value that are not otherwise required to be measured at fair value. Unrealized gains and losses shall be reported on items for which the
fair value option has been elected in earnings at each subsequent reporting date. SFAS No. 159 also establishes presentation and disclosure requirements. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007 and
will be applied prospectively. The Company is currently evaluating the impact, if any, of adopting SFAS No. 159 on its financial statements.

Note
4Concentration of Credit Risk

Financial instruments that potentially subject the Company to a concentration of credit risk
consist of cash, cash equivalents and accounts receivable. The Companys deposits are primarily in checking and money market accounts with reputable financial institutions. Deposits held with financial institutions may exceed the amount of
insurance provided on such deposits. The Companys accounts receivable are derived from U.S. dollar denominated revenue earned from customers located primarily in North America, Europe and Asia. The Company performs on-going credit evaluations
of its customers financial condition. While the Company generally does not require collateral, in certain circumstances it may require a customer to provide an irrevocable letter of credit and/or a significant cash deposit prior to shipment.
The Company assesses collectibility of its accounts receivable and provides a valuation allowance for its estimate of uncollectible amounts. The Company did not have significant provisions, write-offs or recoveries during the three and nine months
ended March 24, 2007 or the three and nine months ended March 25, 2006.

The following table sets forth sales to customers
comprising 10% or more of the Companys net revenue for the periods indicated:



|         |  |                    |   |  |                   |   |  |               |   |  |               |  
|-------- |  | ------------------ | - |  | ----------------- | - |  | ------------- | - |  | ------------- | -
|         |  | Three Months Ended |   |  | Nine Months Ended |  
|Customer |  | March 24, 2007     |   |  | March 25,2006     |   |  | March 24,2007 |   |  | March 25,2006 |  
|SanDisk  |  | 69                 | % |  | 36                | % |  | 44            | % |  | 30            | %
|Samsung  |  | *                  |   |  | 33                | % |  | 14            | % |  | 20            | %
|Atmel    |  | *                  |   |  | 12                | % |  | 11            | % |  | *             |  
|Hynix    |  | *                  |   |  | *                 |   |  | *             |   |  | 24            | %

---

|* | Less than 10% of net revenue in the period.
|- | -------------------------------------------

The
following table sets forth accounts receivable from customers comprising 10% or more of the Companys net accounts receivable balance at the period ends indicated:



|         |  |                |   |  |                |  
|-------- |  | -------------- | - |  | -------------- | -
|Customer |  | March 24, 2007 |   |  | March 25, 2006 |  
|SanDisk  |  | 67             | % |  | 15             | %
|Samsung  |  | *              |   |  | 18             | %
|Atmel    |  | *              |   |  | 17             | %

---

|* | Less than 10% of net accounts receivable in the period.
|- | -------------------------------------------------------



7



---

##### Table of Contents

NEXTEST SYSTEMS CORPORATION

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(unaudited)



Note 5Short-term Investments

The Company considers marketable securities with remaining maturities at the time of purchase greater than three months and that are expected to be
realized within one year from the balance sheet date as short-term investments. Marketable securities consist of debt securities that are classified as available-for-sale and are reported at fair value in accordance with Statement of Financial
Accounting Standards No. 115, Accounting for Certain Investments in Debt and Equity Securities (SFAS No. 115) with net unrealized gains and losses reported within stockholders equity. There were no significant unrealized
gains and losses reported in the three and nine months ended March 24, 2007. Short-term investments at March 24, 2007 consisted of auction rate securities which when purchased had auction-rate reset dates within 90 days of the purchase
date and municipal debt securities.

Note 6Balance Sheet Components



|                            |  |                |        |               |   |       
|--------------------------- |  | -------------- | ------ | ------------- | - | ------
|(in thousands)              |  | March 24, 2007 |        | June 24, 2006
|Inventory:                  |  |                |        |               |   |       
|Raw materials               |  | $              | 12,127 |               | $ | 16,971
|Work-in-progress            |  |                | 2,504  |               |   | 2,753 
|Inventory held at customers |  |                | 948    |               |   | 2,258 
|Field service inventory     |  |                | 1,980  |               |   | 1,787 
|Finished goods              |  |                | 3,786  |               |   | 2,330 
|                            |  |                |        |               |   |       
|                            |  | $              | 21,345 |               | $ | 26,099
|                            |  |                |        |               |   |       

Inventory provisions for the three months ended March 24, 2007 and March 25, 2006 were
$350,000 and $259,000, respectively. Recoveries resulting from sales of previously written-down inventory for the three months ended March 24, 2007 and March 25, 2006 were $393,000 and $27,000, respectively. Inventory provisions for the
nine months ended March 24, 2007 and March 25, 2006 were $1,121,000 and $621,000, respectively. Recoveries resulting from sales of previously written-down inventory for the nine months ended March 24, 2007 and March 25, 2006 were
$1,057,000 and $277,000, respectively.



|                             |  |                |       |               |   |      
|---------------------------- |  | -------------- | ----- | ------------- | - | -----
|(in thousands)               |  | March 24, 2007 |       | June 24, 2006
|Accrued liabilities:         |  |                |       |               |   |      
|Payroll and related expenses |  | $              | 1,654 |               | $ | 2,967
|Accrued warranty             |  |                | 721   |               |   | 635  
|Professional fees            |  |                | 559   |               |   | 398  
|Accrued commissions          |  |                | 508   |               |   | 1,013
|Other accrued expenses       |  |                | 1,395 |               |   | 933  
|                             |  |                |       |               |   |      
|                             |  | $              | 4,837 |               | $ | 5,946
|                             |  |                |       |               |   |      



8



---

##### Table of Contents

NEXTEST SYSTEMS CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(unaudited)



Note 7Net Income (Loss) Per Share

Basic net income (loss) available to common stockholders per share is computed by dividing the net income (loss) available to common stockholders by the
weighted-average common shares outstanding for the period. The net income (loss) available to common stockholders is calculated by deducting the accretion of the estimated redemption fair value of shares of the Series B Preferred and dividends
allocable to shares of the Series A Preferred from net income to determine the net income (loss) available to common stockholders.

Diluted
net income (loss) available to common stockholders per share is computed giving effect to all potentially dilutive common stock, including stock options and common stock subject to repurchase using the treasury stock method and all convertible
securities using the if-converted method to the extent it is dilutive.

The following table sets forth the computation of basic and diluted
net income (loss) attributable to common stockholders per share (in thousands, except share and per share data):



|                                                                     |  |                    |            |   |                   |   |           |                |  |   |                |   |  |   |           |  
|-------------------------------------------------------------------- |  | ------------------ | ---------- | - | ----------------- | - | --------- | -------------- |  | - | -------------- | - |  | - | --------- | -
|                                                                     |  | Three Months Ended |            |   | Nine Months Ended |  
|                                                                     |  | March 24, 2007     |            |   | March 25, 2006    |   |           | March 24, 2007 |  |   | March 25, 2006 |  
|Numerators:                                                          |  |                    |            |   |                   |   |           |                |  |   |                |   |  |   |           |  
|Net income                                                           |  | $                  | 1,459      |   |                   | $ | 3,191     |                |  | $ | 8,458          |   |  | $ | 6,492     |  
|Accretion of Series B Preferred stock redemption value               |  |                    |           |   |                   |   | (4,752    | )              |  |   |               |   |  |   | (7,753    | )
|Net income allocated to participating Series A Preferred stock       |  |                    |           |   |                   |   |          |                |  |   |               |   |  |   |          |  
|                                                                     |  |                    |            |   |                   |   |           |                |  |   |                |   |  |   |           |  
|Net income (loss) available to common stockholdersBasic and Diluted |  | $                  | 1,459      |   |                   | $ | (1,561    | )              |  | $ | 8,458          |   |  | $ | (1,261    | )
|                                                                     |  |                    |            |   |                   |   |           |                |  |   |                |   |  |   |           |  
|Denominators:                                                        |  |                    |            |   |                   |   |           |                |  |   |                |   |  |   |           |  
|Weighted-average common shares outstanding                           |  |                    | 17,702,524 |   |                   |   | 8,815,610 |                |  |   | 17,613,268     |   |  |   | 8,732,543 |  
|Unvested common shares subject to repurchase                         |  |                    | (43,870    | ) |                   |   | (32,273   | )              |  |   | (28,472        | ) |  |   | (38,608   | )
|                                                                     |  |                    |            |   |                   |   |           |                |  |   |                |   |  |   |           |  
|Weighted-average sharesBasic                                        |  |                    | 17,658,654 |   |                   |   | 8,783,337 |                |  |   | 17,584,796     |   |  |   | 8,693,935 |  
|Dilutive effect of stock options                                     |  |                    | 1,102,501  |   |                   |   |          |                |  |   | 1,118,593      |   |  |   |          |  
|Dilutive effect of unvested restricted stock units                   |  |                    | 17,310     |   |                   |   |          |                |  |   | 8,203          |   |  |   |          |  
|Dilutive effect of unvested common shares subject to repurchase      |  |                    | 1,827      |   |                   |   |          |                |  |   | 6,239          |   |  |   |          |  
|                                                                     |  |                    |            |   |                   |   |           |                |  |   |                |   |  |   |           |  
|Weighted-average sharesDilutive                                     |  |                    | 18,780,292 |   |                   |   | 8,783,337 |                |  |   | 18,717,831     |   |  |   | 8,693,935 |  
|                                                                     |  |                    |            |   |                   |   |           |                |  |   |                |   |  |   |           |  
|Net income (loss) per common shareBasic                             |  | $                  | 0.08       |   |                   | $ | (0.18     | )              |  | $ | 0.48           |   |  | $ | (0.15     | )
|                                                                     |  |                    |            |   |                   |   |           |                |  |   |                |   |  |   |           |  
|Net income (loss) per common shareDiluted                           |  | $                  | 0.08       |   |                   | $ | (0.18     | )              |  | $ | 0.45           |   |  | $ | (0.15     | )
|                                                                     |  |                    |            |   |                   |   |           |                |  |   |                |   |  |   |           |  

The following outstanding mandatorily redeemable convertible preferred stock, convertible
preferred stock, stock options, and unvested common shares and restricted stock units subject to repurchase were excluded from the computation of diluted net income per share as they would have had an antidilutive effect:



|                                                                                                     |  |                    |  |                   |  |                |  |               
|---------------------------------------------------------------------------------------------------- |  | ------------------ |  | ----------------- |  | -------------- |  | --------------
|                                                                                                     |  | Three Months Ended |  | Nine Months Ended
|                                                                                                     |  | March 24, 2007     |  | March 25, 2006    |  | March 24, 2007 |  | March 25, 2006
|Series B Preferred stock (assuming conversion, using appropriate conversion ratio, to common shares) |  |                   |  | 3,824,176         |  |               |  | 3,941,392     
|Series A Preferred stock (assuming conversion, using appropriate conversion ratio, to common shares) |  |                   |  | 251,201           |  |               |  | 258,900       
|Unvested common shares subject to repurchase                                                         |  |                   |  | 7,500             |  |               |  | 7,500         
|Unvested restricted stock units                                                                      |  | 50,000             |  |                  |  |               |  |              
|Stock options                                                                                        |  | 486,750            |  | 2,019,050         |  | 236,750        |  | 2,019,050     



9



---

##### Table of Contents

NEXTEST SYSTEMS CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(unaudited)



Note 8Stock-based Compensation

Effective for the third fiscal quarter of fiscal year 2006, the Company adopted the provisions of Statement of Financial Accounting Standards No. 123
(R) Share-Based Payments (FAS No. 123 (R)). Prior to adopting FAS No. 123(R), the Company accounted for stock-based employee compensation arrangements in accordance with the intrinsic value method prescribed in Accounting
Principles Board Opinion No. 25, (APB No. 25), Accounting for Stock Issued to Employees and related interpretations, as permitted by FASB Statement No. 123 (FAS No. 123). Thus, the method of
accounting for stock-based compensation in the nine months ended March 24, 2007 is different from the method used in the nine months ended March 25, 2006.

Stock-based compensation expense, including amounts to non-employee directors, was included in the following statement of operations categories (in thousands):



|                                    |  |                    |     |                   |   |               |  |               |       |  |   |      
|----------------------------------- |  | ------------------ | --- | ----------------- | - | ------------- |  | ------------- | ----- |  | - | -----
|                                    |  | Three Months Ended |     | Nine Months Ended
|                                    |  | March 24,2007      |     | March 25,2006     |   | March 24,2007 |  | March 25,2006
|Cost of revenue                     |  | $                  | 47  |                   | $ | 44            |  | $             | 123   |  | $ | 139  
|Research and development            |  |                    | 157 |                   |   | 193           |  |               | 407   |  |   | 546  
|Selling, general and administrative |  |                    | 330 |                   |   | 276           |  |               | 738   |  |   | 793  
|                                    |  |                    |     |                   |   |               |  |               |       |  |   |      
|Total                               |  | $                  | 534 |                   | $ | 513           |  | $             | 1,268 |  | $ | 1,478
|                                    |  |                    |     |                   |   |               |  |               |       |  |   |      

The total income tax benefit recognized in the statements of operations for share-based
compensation arrangements was $192,000 and $111,000 for the three months ended March 24, 2007 and March 25, 2006, respectively and $374,000 and $396,000 for the nine months ended March 24, 2007 and March 25, 2006, respectively.
Compensation cost included in inventory and the cost portion of deferred income was $38,000 at March 24, 2007. Compensation cost related to awards outstanding at the adoption of FAS No. 123 (R) is attributed using an accelerated
amortization approach in accordance with the Financial Accounting Standards Board (FASB) Interpretation No. 28, Accounting for Stock Appreciation Rights and Other Variable Stock Option or Award Plans. Compensation cost
related to awards granted after the adoption of FAS No. 123 (R) is attributed on a straight-line basis.

Deferred stock-based
compensation included in equity represents the unamortized intrinsic value of minimum value options that continue to be accounted for under APB No. 25.

Valuation Assumptions

The fair value of each option award is estimated on the date of grant using the Black-Scholes
option-pricing model. The valuation model requires several significant assumptions and judgments about the variables to be assumed in the calculation including expected life of the stock option, historical volatility of the underlying security, and
assumed risk free interest rate. The dividend yield used is zero based on the fact that the Company has never paid cash dividends and has no present intention to pay cash dividends. The expected life of the stock options issued prior to the adoption
of FAS No. 123 (R) was the weighted average period of time that options granted were expected to be outstanding giving consideration to historical exercise patterns. The expected life of option issued after the adoption of FAS No. 123
(R) is determined utilizing the simplified method as set forth in the Securities and Exchange Commission Staff Accounting Bulletin No. 107. The expected volatilities are based on a peer group of companies because as a new public company
there is not adequate historical data for our own stock. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the options.

In the three and nine months ended March 24, 2007 and the three and nine months ended March 25, 2006, the weighted average grant date fair
value of options issued pursuant to the Companys plans was calculated using the following weighted-average assumptions:



|                                       |  |                    |           |   |                   |   |           |                |  |   |                |   |  |   |              |  
|-------------------------------------- |  | ------------------ | --------- | - | ----------------- | - | --------- | -------------- |  | - | -------------- | - |  | - | ------------ | -
|                                       |  | Three Months Ended |           |   | Nine Months Ended |  
|                                       |  | March 24, 2007     |           |   | March 25, 2006    |   |           | March 24, 2007 |  |   | March 25, 2006 |  
|Volatility                             |  |                    | 68.8      | % |                   |   | 90        | %              |  |   | 70.3           | % |  |   | 90           | %
|Risk-free interest rates               |  |                    | 4.5       | % |                   |   | 4.31      | %              |  |   | 4.6            | % |  |   | 3.96% - 4.36 | %
|Expected terms                         |  |                    | 6.2 years |   |                   |   | 4.5 years |                |  |   | 6.3 years      |   |  |   | 2.6 years    |  
|Weighted average grant-date fair value |  | $                  | 8.21      |   |                   | $ | 5.46      |                |  | $ | 8.77           |   |  | $ | 3.67         |  



10



---

##### Table of Contents

NEXTEST SYSTEMS CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(unaudited)



At March 24, 2007, the Company has two active share-based plans. A summary of stock option
activity for the nine months ended March 24, 2007 and information regarding stock options outstanding, exercisable, and vested and expected to vest as of March 24, 2007 is as follows:



|                                                    |  |           |   |  |                                  |       |                                                     |     |                                  |   |       
|--------------------------------------------------- |  | --------- | - |  | -------------------------------- | ----- | --------------------------------------------------- | --- | -------------------------------- | - | ------
|Options                                             |  | Shares    |   |  | Weighted- Average Exercise Price |       | Weighted- Average Remaining Contractual Term(years) |     | Aggregate Intrinsic Value ($000)
|Outstanding at June 24, 2006                        |  | 2,006,050 |   |  | $                                | 3.88  |                                                     |     |                                  |   |       
|Granted                                             |  | 405,500   |   |  |                                  | 12.53 |                                                     |     |                                  |   |       
|Exercised                                           |  | (180,175  | ) |  |                                  | 3.57  |                                                     |     |                                  |   |       
|Forfeited                                           |  | (37,775   | ) |  |                                  | 7.47  |                                                     |     |                                  |   |       
|                                                    |  |           |   |  |                                  |       |                                                     |     |                                  |   |       
|Outstanding at March 24, 2007                       |  | 2,193,600 |   |  | $                                | 5.44  |                                                     | 6.9 |                                  | $ | 18,365
|                                                    |  |           |   |  |                                  |       |                                                     |     |                                  |   |       
|Fully Vested and Expected to vest at March 24, 2007 |  | 2,123,405 |   |  | $                                | 5.44  |                                                     | 6.9 |                                  | $ | 17,773
|                                                    |  |           |   |  |                                  |       |                                                     |     |                                  |   |       
|Exercisable at March 24, 2007                       |  | 1,183,073 |   |  | $                                | 3.16  |                                                     | 5.5 |                                  | $ | 12,606
|                                                    |  |           |   |  |                                  |       |                                                     |     |                                  |   |       

As of March 24, 2007, there was $4.3 million of total unrecognized compensation cost related
to option share-based compensation arrangements granted under the plans. That cost is expected to be recognized over a weighted-average period of 3.3 years.

The total intrinsic value of options exercised in the three months ended March 24, 2007 and March 25, 2006 was $0.5 million and $0.1 million, respectively. The total intrinsic value of options exercised in
the nine months ended March 24, 2007 and March 25, 2006 was $1.6 million and $0.1 million, respectively.

In the three months
ended March 24, 2007, the Company awarded 493,600 nonvested restricted stock units with a weighted average fair value of $11.26 that generally vest over five years with 20% annual cliff vesting. A summary of nonvested share activity during the
nine months ended March 24, 2007, is presented below:



|                            |  |                                          |   |  |                                         |      
|--------------------------- |  | ---------------------------------------- | - |  | --------------------------------------- | -----
|                            |  | Nonvestedshares andrestrictedstock units |   |  | Weighted- Average Grant-Date Fair Value
|Nonvested at June 24, 2006  |  | 7,500                                    |   |  | $                                       | 9.50 
|Granted                     |  | 533,250                                  |   |  | $                                       | 11.36
|Vested                      |  | (7,500                                   | ) |  | $                                       | 11.40
|Cancelled                   |  | (5,000                                   | ) |  | $                                       | 11.12
|                            |  |                                          |   |  |                                         |      
|Nonvested at March 24, 2007 |  | 528,250                                  |   |  | $                                       | 11.33
|                            |  |                                          |   |  |                                         |      

As of March 24, 2007, there was $5.7 million of total unrecognized compensation cost related
to nonvested share-based compensation arrangements granted under the plans. That cost is expected to be recognized over a weighted-average period of 4.4 years. The total fair value of shares vested during the three and nine months ended
March 24, 2007 was $0.1 million.

The following table illustrates the effect on net income and net income per share if the Company had
applied the fair value recognition provisions of FAS No. 123 to options granted under the Companys share-based plans prior to the adoption of FAS No. 123 (R). For purposes of the pro forma disclosure, the value of the option is
estimated using a Black-Scholes option-pricing formula and amortized to expense over the options vesting periods.



11



---

##### Table of Contents

NEXTEST SYSTEMS CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(unaudited)



|                                                                                                                 |  |                                  |        |  
|---------------------------------------------------------------------------------------------------------------- |  | -------------------------------- | ------ | -
|(in thousands except per share data)                                                                             |  | Nine Months Ended March 25, 2006 |       
|Net income, as reported                                                                                          |  | $                                | 6,492  |  
|Stock-based compensation included in reported net income under APB No. 25, net of related tax                    |  |                                  | 1,067  |  
|Stock-based compensation expense determined under fair value based method under SFAS No. 123, net of related tax |  |                                  | (1,122 | )
|                                                                                                                 |  |                                  |        |  
|Pro forma net income                                                                                             |  | $                                | (6,437 | )
|Basic and diluted net income (loss) per share available to common stockholders:                                  |  |                                  |        |  
|As reported                                                                                                      |  | $                                | (0.15  | )
|Pro forma                                                                                                        |  | $                                | (0.15  | )

The pro-forma disclosure above for the nine months ended March 25, 2006 is provided because
the Company did not adopt FAS No. 123 (R) until the beginning of the third fiscal quarter of fiscal year 2006.



12



---

##### Table of Contents

NEXTEST SYSTEMS CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(unaudited)



Note 9Segment and Geographic Information

The Company operates in one segment: designing, manufacturing and marketing of automated test equipment for the semiconductor industry.

The Company markets its products and related services to customers mainly through a direct sales force. Net revenue is attributed to geographic areas
based on the country to which product is shipped or its first in-use country, if known. The Companys net revenue by geographic regions was (in thousands):



|                                            |  |                    |        |  |                   |   |  |                |        |  |                |   |  |   |        |  |      |   |  |   |        |  |       |  
|------------------------------------------- |  | ------------------ | ------ |  | ----------------- | - |  | -------------- | ------ |  | -------------- | - |  | - | ------ |  | ---- | - |  | - | ------ |  | ----- | -
|                                            |  | Three Months Ended |        |  | Nine Months Ended |  
|                                            |  | March 24, 2007     |        |  | March 25, 2006    |   |  | March 24, 2007 |        |  | March 25, 2006 |  
|North America, primarily United States      |  | $                  | 4,527  |  | 21.4              | % |  | $              | 3,737  |  | 15.0           | % |  | $ | 17,224 |  | 26.1 | % |  | $ | 9,071  |  | 14.7  | %
|Asia/Pacific                                |  |                    |        |  |                   |   |  |                |        |  |                |   |  |   |        |  |      |   |  |   |        |  |       |  
|Korea                                       |  |                    | 663    |  | 3.1               |   |  |                | 8,522  |  | 34.1           |   |  |   | 11,635 |  | 17.7 |   |  |   | 27,625 |  | 44.8  |  
|Taiwan                                      |  |                    | 2,926  |  | 13.9              |   |  |                | 3,536  |  | 14.2           |   |  |   | 9,186  |  | 13.9 |   |  |   | 9,293  |  | 15.1  |  
|Thailand                                    |  |                    | 264    |  | 1.3               |   |  |                | 825    |  | 3.3            |   |  |   | 1,654  |  | 2.5  |   |  |   | 1,761  |  | 2.9   |  
|Peoples Republic of China                  |  |                    | 11,469 |  | 54.2              |   |  |                | 6,473  |  | 25.9           |   |  |   | 19,655 |  | 29.8 |   |  |   | 11,201 |  | 18.2  |  
|Philippines                                 |  |                    | 1,229  |  | 5.8               |   |  |                | 184    |  | 0.7            |   |  |   | 3,517  |  | 5.3  |   |  |   | 372    |  | 0.6   |  
|Other                                       |  |                    | 3      |  | 0.0               |   |  |                | 291    |  | 1.2            |   |  |   | 1,019  |  | 1.6  |   |  |   | 335    |  | 0.5   |  
|                                            |  |                    |        |  |                   |   |  |                |        |  |                |   |  |   |        |  |      |   |  |   |        |  |       |  
|Total Asia Pacific                          |  |                    | 16,554 |  | 78.3              |   |  |                | 19,831 |  | 79.4           |   |  |   | 46,666 |  | 70.8 |   |  |   | 50,587 |  | 82.1  |  
|Total Europe, Middle East and Africa (EMEA) |  |                    | 71     |  | 0.3               |   |  |                | 1,402  |  | 5.6            |   |  |   | 2,051  |  | 3.1  |   |  |   | 1,942  |  | 3.2   |  
|                                            |  |                    |        |  |                   |   |  |                |        |  |                |   |  |   |        |  |      |   |  |   |        |  |       |  
|                                            |  | $                  | 21,152 |  | 100.0             | % |  | $              | 24,970 |  | 100.0          | % |  | $ | 65,941 |  | 100  | % |  |   | 61,600 |  | 100.0 | %
|                                            |  |                    |        |  |                   |   |  |                |        |  |                |   |  |   |        |  |      |   |  |   |        |  |       |  

Over 85% of the Companys long-lived assets are located in the United States.

Note 10Commitments and Contingencies

Warranty

The Company generally warrants its products against defects, in material, workmanship and non-conformance to the Companys
specification for a period of twelve months. The Companys warranty provision is based on the Companys best estimate, considering historical experiences with similar products as well as other assumptions that are considered reasonable
under the circumstances. A provision for the estimated cost of warranty is recorded as a cost of revenue and is included in accrued liabilities when the related revenue is recognized. Changes in the Companys warranty provision were as follows
(in thousands):



|                                   |  |   |      |  
|---------------------------------- |  | - | ---- | -
|Beginning balance at June 24, 2006 |  | $ | 635  |  
|Accrual for warranties issued      |  |   | 529  |  
|Settlements made                   |  |   | (443 | )
|                                   |  |   |      |  
|Ending balance at March 24, 2007   |  | $ | 721  |  
|                                   |  |   |      |  



13



---

##### Table of Contents

NEXTEST SYSTEMS CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)

(unaudited)



|                                   |  |   |      |  
|---------------------------------- |  | - | ---- | -
|Beginning balance at June 25, 2005 |  | $ | 370  |  
|Accrual for warranties issued      |  |   | 588  |  
|Settlements made                   |  |   | (364 | )
|                                   |  |   |      |  
|Ending balance at March 25, 2006   |  | $ | 594  |  
|                                   |  |   |      |  

Contingencies

The Company, as permitted under Delaware law and in accordance with its By-laws, has indemnification obligations to its officers and directors for certain events or occurrences, subject to certain limits, while they
were serving at the Companys request in such capacity. The maximum amount of potential future indemnification is unlimited; however, there have been no claims to date, and the Company has a Director and Officer insurance policy that enables
the directors and officers to recover a portion of any future amounts paid. As a result of the insurance policy coverage, the Company believes the fair value of these indemnification agreements is minimal.

The Companys sales agreements indemnify its customers for any expenses or liability resulting from claimed infringements of patents, trademarks or
copyrights of third parties. The terms of these indemnification agreements are generally perpetual any time after execution of the agreement. The maximum amount of potential future indemnification is unlimited. However, to date, the Company has not
paid any claims or been required to defend any lawsuits with respect to any claim.

From time to time, the Company may have certain
contingent liabilities that arise in the ordinary course of its business activities. The Company accrues contingent liabilities when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. In the
opinion of management, there are no pending claims of which the outcome is expected to result in a material adverse effect in the financial position, results of operations or cash flows of the Company.

Line of Credit

The Company maintains a $10,000,000
maximum revolving credit facility based on certain qualifying accounts receivable with a financial institution that expires on July 29, 2007, bearing interest at the banks prime rate per annum. The interest rate at March 24, 2007 was
8.25%. The agreement, which is collateralized by the assets of the Company, contains a minimum net worth covenant and other restrictions. The commitment fee is $12,500 per annum for the initial $5,000,000 credit facility and an additional $12,500
for the next $5,000,000 credit facility. As of March 24, 2007, there have been no borrowings under the line of credit and the Company was in compliance with the covenant and other restrictions.

Lease Obligation

In December 2006, the Company
signed a 5 year sublease agreement and a 5 year master lease agreement, that begins at the end of the sublease, under which the Company agreed to lease a 128,000 square foot building located at 5345 Hellyer Avenue, San Jose, California. The leased
premise will be used primarily for manufacturing, research and design and general corporate purposes. The total rent obligation over the 10 year term of the two leases is $10.9 million and the lease is accounted for as an operating lease.

The Company and its landlord intend to construct improvements at the building to prepare the leased premise for its intended use. The
landlord has provided a tenant improvement allowance for a portion of the construction costs.

The Company currently intends to vacate its
headquarters at 1901 Monterey Road, San Jose, California at or near December 10, 2007, the end of the lease term.

Legal Proceedings

From time to time, the Company may be involved in litigation relating to claims arising out of day-to-day operations. As of
March 24, 2007, the Company was not engaged in any legal proceedings that were expected, individually or in the aggregate, to have a material adverse effect on our business, financial condition, results of operations, or cash flows.



14



---

##### Table of Contents

|ITEM 2. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------

You
should read the following discussion and analysis of financial condition and results of operations in conjunction with our consolidated financial statements and the related notes included elsewhere in this document. In addition to historical
consolidated financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. In some cases, forward-looking statements can be identified by terms such as
anticipates, believes, could, estimates, expects, may, plans, potential, predicts, projects, should, will
and similar expressions intended to identify forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. We discuss many of these
risks in greater detailed under the heading Risk Factors and elsewhere in this document. Given the uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our
estimates and assumptions only as of the date of this document and our actual future results may be materially different from what we expect. Except as required by law, we assume no obligation to update such forward-looking statements publicly, or
to update the reasons actual results could differ materially from those anticipated in such forward-looking statements, even if new information becomes available in the future.

Documents to Review In Connection With Managements Analysis of Financial Condition and Results of Operations

For a full understanding of our financial position and results of operations for the three and nine months ended March 24, 2007 and March 25, 2006, this discussion should be read in conjunction with the
condensed consolidated financial statements and related notes presented in this Form 10-Q and the financial statements and related notes included in our Form 10-K filed on September 12, 2006 with the Securities and Exchange Commission.

Overview

We design, develop,
manufacture, sell and service low-cost, high throughput ATE systems for the semiconductor industry. We target rapidly growing, high volume segments within the semiconductor industry such as the flash memory and flash-based system-on-chip markets.
Our customers include IDMs, PATs, wafer fabrication foundries and fabless semiconductor companies. Since we introduced our first products in 1998, we have shipped over 1,800 systems to more than 60 semiconductor companies worldwide.

We generally sell our products through a direct sales force principally domiciled in the U.S and provide service primarily through employees located
in the U.S. and eight international locations. These activities are augmented by a network of independent sales representatives in various global locations. We assemble and ship our products from our facility in San Jose, California. We perform
board repair activities in our San Jose, California and Makati, Philippines locations.

The semiconductor industry is cyclical in nature
and has experienced periodic downturns and upturns. Change in industry conditions often occur rapidly and can be difficult to predict. In addition, the cycles typically have a greater effect on the capital equipment manufacturers. Our business is
subject to significant demand variations and our net revenue is difficult to predict. Our sales, gross margins and operating results have in the past fluctuated significantly and will, in the future, fluctuate significantly depending upon several
factors.

Historically, a significant portion of our net revenue in each quarter has been derived from sales to relatively few customers.
While we seek to expand and diversify our customer base, we expect our net revenue to continue to be derived from a small number of customers. In addition, we do not have purchase contracts that require our customers to continue to purchase our
products. A delay in product orders or customer acceptances or cancellations could cause our quarterly net revenue to vary significantly. Additionally, our backlog is subject to order cancellations, accelerations, changes and delays, and is not
necessarily indicative of future customer purchases or revenue streams. We derive a significant percentage of our net revenue from outside of the United States. In particular, we expect the Asia/Pacific region to continue to be a major source of
revenue for us as we continue to further penetrate major manufacturers located in that region. Virtually all of our net revenue to date has been denominated in U.S. dollars, however, as we expand our business into Japan, we expect much of the net
revenue derived from Japan will be denominated in Japanese Yen.

The following describes certain line items set forth in our statements of
operations:

Net Revenue. Net revenue is derived from the sale of products and services and is adjusted for estimated sales
returns and allowances, which historically have been insignificant. We derive the majority of our net revenue from product sales. Revenue from our customers is subject to both quarterly and annual fluctuations, as a result of the cyclical nature of
the semiconductor industry, and therefore past performance may not be indicative of future results. While we have shipped our systems to over 60 semiconductor companies, we derive the majority of our net revenue from a small number of customers. We
expect that sales to a limited number of customers will continue to account for a significant portion of our future net revenue. We generally have limited backlog, and rely on orders that are booked and shipped in the same quarter for a significant
portion of our net revenue.



15



---

##### Table of Contents

Gross Profit. Gross profit is net revenue less cost of revenue which primarily consists of
costs related to material, direct labor, manufacturing overhead, estimated warranty costs and provisions for excess and obsolete inventory. Cost of revenue also includes costs of field service support and spare parts consumed in service activities
and stock-based compensation cost, as well as the impact of any benefits from sales of previously written-down inventory.

Research and
Development. Research and Development, or R&D, expense includes costs related to engineering personnel, expensed material, outside contractors and other product development related costs. R&D is expensed as incurred. We intend to
continue to invest a significant amount in R&D to develop new products. We expect these costs to increase in absolute dollars in the future. Our R&D expense tends to fluctuate from period to period, depending on requirements at the various
stages of our product development cycles. In any given time period, our R&D expense may increase in absolute dollars and/or as a percentage of net revenue as we continue to invest in product development, expand our product lines, and as our net
revenue fluctuates. R&D expense also includes stock-based compensation cost.

Selling, General and Administrative. Selling,
general and administrative, or SG&A, expense includes costs related to sales and marketing personnel, sales commissions paid to internal and outside sales representatives, outside contractor expense and other sales and marketing activities, as
well as salaries and related expense for administrative, finance, human resources and executive personnel and fees for legal and accounting services. We expect that general and administrative costs will increase in absolute dollars to support future
operations as well as from additional costs incurred as a result of being a publicly traded company. Sales and marketing expense may also increase in absolute dollars as we continue to develop our global selling and marketing capabilities. In
addition, the commission expense included in SG&A expenses can fluctuate with changes in revenue and changes in customer mix comprising revenue in a particular period. SG&A expense also includes stock-based compensation cost.

Interest and Other Income, net. Interest and other income, net primarily represents interest earned on cash, cash equivalents and short-term
investments, interest expense, and gains and/or losses from transactions denominated in foreign currencies, which historically have been insignificant.

Income Tax (Provision) Benefit. We account for income taxes under the asset and liability method whereby the expected future tax consequences of temporary differences between the book value and the tax
basis of assets and liabilities are recognized as deferred tax assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to be recognized. A valuation allowance is provided if management cannot
conclude that it is more likely than not that our deferred tax assets will be realized.

Recently Issued Accounting Pronouncements

In July 2006, the FASB issued FASB Interpretation 48, Accounting for Income Tax Uncertainties (FIN 48). FIN 48 defines the threshold for
recognizing the benefits of tax return positions in the financial statements as more-likely-than-not to be sustained by the taxing authority. The recently issued literature also provides guidance on the recognition, measurement and
classification of income tax uncertainties, along with any related interest and penalties. FIN 48 also includes guidance concerning accounting for income tax uncertainties in interim periods and increases the level of disclosures associated with any
recorded income tax uncertainties. FIN 48 is effective for fiscal years beginning after December 15, 2006. The differences between the amounts recognized in the statements of financial position prior to the adoption of FIN 48 and the amounts
reported after adoption will be accounted for as a cumulative-effect adjustment recorded to the beginning balance of retained earnings. We are currently evaluating the impact, if any, of adopting the provisions of FIN 48 on our financial position
and results of operations.

In May 2007, the FASB issued FSP FIN No. 48-1, Definition of Settlement in FASB
Interpretation No. 48. FSP FIN No. 48-1 provides guidance on how a company should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits. FSP FIN No. 48-1 is
effective upon initial adoption of FIN No. 48 which we will adopt in the first quarter of fiscal 2008.

In September 2006, the
Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements (SAB 108), to address
diversity in practice in quantifying financial statement misstatements. SAB 108 requires that we quantify misstatements based on their impact on each of our financial statements and related disclosures. SAB 108 is effective as of the end of our 2007
fiscal year, allowing a one-time transitional cumulative effect adjustment to retained earnings as of June 24, 2006 for errors that were not previously deemed material, but are material under the guidance in SAB 108. Adoption of SAB 108 is not
expected to have an impact on our financial statements.



16



---

##### Table of Contents

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157 (SFAS
No. 157), Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The provisions of SFAS No. 157 are effective as of the
beginning of our 2009 fiscal year. We are currently evaluating the impact, if any, of adopting SFAS No. 157 on our financial statements.

In February 2007, the FASB issued Statement of Financial Accounting Standards (SFAS) No. 159, The Fair Value Option for Financial Assets and Financial Liabilitiesincluding an amendment of SFAS
No. 115. SFAS No. 159 allows companies to choose, at specified election dates, to measure eligible financial assets and liabilities at fair value that are not otherwise required to be measured at fair value. Unrealized gains and losses
shall be reported on items for which the fair value option has been elected in earnings at each subsequent reporting date. SFAS No. 159 also establishes presentation and disclosure requirements. SFAS No. 159 is effective for fiscal years
beginning after November 15, 2007 and will be applied prospectively. We are currently evaluating the impact, if any, of adopting SFAS No. 159 on our financial statements.

Critical Accounting Policies

The preparation of financial statements in accordance with accounting
principles generally accepted in the United States requires us to make estimates, assumptions and judgments that affect the amounts reported in our financial statements and the accompanying notes. We base our estimates on historical experience and
various other assumptions that we believe to be reasonable. Although these estimates are based on our present best knowledge of the future impact on the company of current events and actions, actual results may differ from these estimates,
assumptions and judgments.

We consider critical those accounting policies that require our most subjective or complex judgments, which
often result from a need to make estimates about the effect of matters that are inherently uncertain, and that are among the most important of our accounting policies in the portrayal of our financial condition and results of operations. These
critical accounting policies are: revenue recognition, valuation of excess and obsolete inventory, deferred income tax assets and liabilities, accrued warranty obligations, allowance for doubtful accounts receivable, stock-based compensation and
valuation of redeemable preferred stock.

For a discussion of our critical accounting policies, see Critical Accounting
Policies in Management Discussion and Analysis in our 2006 Annual Report on Form 10-K. We adopted FAS No. 123 (R) on December 25, 2005. As a result, the method of accounting for stock-based compensation in the three
and six months ended March 24, 2007 is different from the method used in the three and nine months ended March 25, 2006.

Results of
Operations

Our operating results have fluctuated significantly from period to period in the past and are likely to do so in the future.
The following table sets forth certain operating data as a percentage of net revenue for the periods indicated:



|                                                       |  |                    |   |  |                   |    |  |                |   |  |                |   
|------------------------------------------------------ |  | ------------------ | - |  | ----------------- | -- |  | -------------- | - |  | -------------- | --
|                                                       |  | Three Months Ended |   |  | Nine Months Ended |   
|                                                       |  | March 24, 2007     |   |  | March 25, 2006    |    |  | March 24, 2007 |   |  | March 25, 2006 |   
|Net revenue                                            |  | 100.0              | % |  | 100.0             | %  |  | 100.0          | % |  | 100.0          | % 
|Cost of revenue                                        |  | 49.0               |   |  | 47.8              |    |  | 46.9           |   |  | 49.2           |   
|                                                       |  |                    |   |  |                   |    |  |                |   |  |                |   
|Gross profit                                           |  | 51.0               |   |  | 52.2              |    |  | 53.1           |   |  | 50.8           |   
|                                                       |  |                    |   |  |                   |    |  |                |   |  |                |   
|Operating expenses:                                    |  |                    |   |  |                   |    |  |                |   |  |                |   
|Research and development                               |  | 12.4               |   |  | 9.4               |    |  | 10.6           |   |  | 9.9            |   
|Selling, general and administrative                    |  | 31.5               |   |  | 23.7              |    |  | 27.1           |   |  | 25.5           |   
|                                                       |  |                    |   |  |                   |    |  |                |   |  |                |   
|Total operating expenses                               |  | 43.9               |   |  | 33.1              |    |  | 37.7           |   |  | 35.4           |   
|                                                       |  |                    |   |  |                   |    |  |                |   |  |                |   
|Income from operations                                 |  | 7.1                |   |  | 19.1              |    |  | 15.4           |   |  | 15.4           |   
|Interest and other income, net                         |  | 3.9                |   |  | 0.6               |    |  | 3.8            |   |  | 0.5            |   
|                                                       |  |                    |   |  |                   |    |  |                |   |  |                |   
|Income before income taxes                             |  | 11.0               |   |  | 19.7              |    |  | 19.2           |   |  | 15.9           |   
|Income tax provision                                   |  | (4.1               | ) |  | (6.9              | )  |  | (6.4           | ) |  | (5.4           | ) 
|                                                       |  |                    |   |  |                   |    |  |                |   |  |                |   
|Net income                                             |  | 6.9                |   |  | 12.8              |    |  | 12.8           |   |  | 10.5           |   
|                                                       |  |                    |   |  |                   |    |  |                |   |  |                |   
|Accretion of Series B Preferred stock redemption value |  |                   |   |  | (19.0             | )  |  |               |   |  | (12.6          | ) 
|                                                       |  |                    |   |  |                   |    |  |                |   |  |                |   
|Net income (loss) available to common stockholders     |  | 6.9                | % |  | (6.2              | )% |  | 12.8           | % |  | (2.1           | )%
|                                                       |  |                    |   |  |                   |    |  |                |   |  |                |   



17



---

##### Table of Contents

Net Revenue



|                       |  |                    |        |               |   |        |                   |   |        |   |  |               |    |               |   |        |  |   |        |  |   |       |  |   |  
|---------------------- |  | ------------------ | ------ | ------------- | - | ------ | ----------------- | - | ------ | - |  | ------------- | -- | ------------- | - | ------ |  | - | ------ |  | - | ----- |  | - | -
|                       |  | Three Months Ended |        | Change        |   |        | Nine Months Ended |   | Change |  
|(dollars in thousands) |  | March 24,2007      |        | March 25,2006 |   | $      |                   |   | %      |   |  | March 24,2007 |    | March 25,2006 |   | $      |  | % |       
|Net Revenue            |  | $                  | 21,152 |               | $ | 24,970 |                   | $ | (3,818 | ) |  | (15           | )% |               | $ | 65,941 |  | $ | 61,600 |  | $ | 4,341 |  | 7 | %

The overall decrease in net revenue for the three months ended March 24, 2007 reflected a
$4.1 million decrease in product revenue and was partially offset by a $0.3 million increase in service revenue. The Magnum product line, which represents 84% of revenue in the three months ended March 24, 2007 is below prior year results.
Revenue from the Maverick/Lightning product lines has also decreased relative to the year ago quarter. Service revenue increased from prior year and represented 6% of revenue for the three months ended March 24, 2007. The decrease in the Magnum
product line is the result of an absence of significant sales from a large customer from the same period last year and an overall softening of market demand. The average price per Magnum system sold increased in the three months ended March 24,
2007 as one large customer purchased higher pin count systems compared to the average systems sold during the three months ended March 25, 2006. The Maverick/Lightning product line decrease in revenue is the result of a decreased number of
systems sold as compared to the three months ended March 25, 2006.

The overall increase in net revenue for the nine months ended
March 24, 2007 reflected an increase in the average price per system sold for the Magnum product line partially offset by a decrease in the average price per system of the Maverick/Lighting product line compared to the nine months ended
March 25, 2006. The increase in Magnum average testing capacity per system in the fiscal 2007 period as compared to the fiscal 2006 period resulted because one large customer has begun to purchase larger test capacity systems. The average price
per Magnum system sold in the nine months ended March 24, 2007 increased approximately 9% due to a higher mix of larger capacity systems sold as compared to the nine months ended March 25, 2006. Magnum systems shipments were 80% of our net
revenue in the nine months ended March 24, 2007 and March 25, 2006, respectively. Maverick/Lightning net revenue increased slightly for the nine months ended March 24,2007 as compared to the nine months ended March 25, 2006 as
the decline in average price per system sold was offset by an increase in unit volume. We believe the Magnum product will continue to provide the majority of our product revenue. However, the specific results will fluctuate based upon specific
customer buying patterns, including product configuration.

The following table provides customers that contributed 10% or more of net
revenue in the three and nine month periods ended March 24, 2007 and March 25, 2006:



|         |  |                    |   |  |                   |   |  |               |   |  |               |  
|-------- |  | ------------------ | - |  | ----------------- | - |  | ------------- | - |  | ------------- | -
|         |  | Three Months Ended |   |  | Nine Months Ended |  
|Customer |  | March 24, 2007     |   |  | March 25, 2006    |   |  | March 24,2007 |   |  | March 25,2006 |  
|SanDisk  |  | 69                 | % |  | 36                | % |  | 44            | % |  | 30            | %
|Samsung  |  | *                  |   |  | 33                | % |  | 14            | % |  | 20            | %
|Atmel    |  | *                  |   |  | 12                | % |  | 11            | % |  | *             |  
|Hynix    |  | *                  |   |  | *                 |   |  | *             |   |  | 24            | %

---

|* | Less than 10% of net revenue in the period.
|- | -------------------------------------------

Customers
representing a significant portion of any periods net revenue will vary due to specific buying patterns and their test capacity requirements. We expect that three or four customers will continue to provide a majority of our net revenue in any
particular period.

Net revenue by geographic region is based upon the ship-to or first in-use destination and during the three and nine
months ended March 24, 2007 and March 25, 2006 was as follows:



|                                       |  |                    |        |  |                   |   |  |                |        |  |                |   |  |   |        |  |       |   |  |   |        |  |       |  
|-------------------------------------- |  | ------------------ | ------ |  | ----------------- | - |  | -------------- | ------ |  | -------------- | - |  | - | ------ |  | ----- | - |  | - | ------ |  | ----- | -
|Net Revenue by Geographic Region       |  | Three months ended |        |  | Nine months ended |  
|(dollars in thousands)                 |  | March 24, 2007     |        |  | March 25, 2006    |   |  | March 24, 2007 |        |  | March 25, 2006 |  
|North America, primarily United States |  | $                  | 4,527  |  | 21.4              | % |  | $              | 3,737  |  | 15.0           | % |  | $ | 17,224 |  | 26.1  | % |  | $ | 9,071  |  | 14.7  | %
|Asia/Pacific                           |  |                    | 16,554 |  | 78.3              |   |  |                | 19,831 |  | 79.4           |   |  |   | 46,666 |  | 70.8  |   |  |   | 50,587 |  | 82.1  |  
|EMEA (Europe, Middle East, Africa)     |  |                    | 71     |  | 0.3               |   |  |                | 1,402  |  | 5.6            |   |  |   | 2,051  |  | 3.1   |   |  |   | 1,942  |  | 3.2   |  
|                                       |  |                    |        |  |                   |   |  |                |        |  |                |   |  |   |        |  |       |   |  |   |        |  |       |  
|Total                                  |  | $                  | 21,152 |  | 100.0             | % |  | $              | 24,970 |  | 100.0          | % |  | $ | 65,941 |  | 100.0 | % |  | $ | 61,600 |  | 100.0 | %
|                                       |  |                    |        |  |                   |   |  |                |        |  |                |   |  |   |        |  |       |   |  |   |        |  |       |  

North America revenue increased largely due to the increase in Atmel net revenue for shipments to
their North America locations. Net revenue by geographies will vary due to the timing of capacity additions by particular customers and the particular customer locations where the capacity is being added. We believe the Asia/Pacific region will
continue to be a major geographic source of our revenue, particularly for flash memory manufacturers.



18



---

##### Table of Contents

Cost of Revenue and Gross Profit



|                       |  |                    |        |   |               |   |        |                   |  |   |        |   |  |               |    |  |               |        |   |   |   |        |   |  |   |       |  |      |  
|---------------------- |  | ------------------ | ------ | - | ------------- | - | ------ | ----------------- |  | - | ------ | - |  | ------------- | -- |  | ------------- | ------ | - | - | - | ------ | - |  | - | ----- |  | ---- | -
|(dollars in thousands) |  | Three Months Ended |        |   | Change        |   |        | Nine Months Ended |  |   | Change |  
|                       |  | March 24,2007      |        |   | March 25,2006 |   |        | $                 |  |   | %      |   |  | March 24,2007 |    |  | March 25,2006 |        |   | $ |   | %      |  
|Gross Profit           |  | $                  | 10,777 |   |               | $ | 13,033 |                   |  | $ | (2,256 | ) |  | (17.3         | )% |  | $             | 35,009 |   |   | $ | 31,283 |   |  | $ | 3,726 |  | 11.9 | %
|% of Net Revenue       |  |                    | 51.0   | % |               |   | 52.2   | %                 |  |   |        |   |  |               |    |  |               | 53.1   | % |   |   | 50.8   | % |  |   |       |  |      |  

Gross profit decreased $2.3 million in the three months ended March 24, 2007 as compared to
the three months ended March 25, 2006 due to lower revenue levels and an adverse mix change driven by specific customer and configuration changes. The specific buying pattern of individual customers has historically had a quarter to quarter
impact on our reported results. The adverse volume and mix effects were partially offset by increased recovery of previously written-down inventory and improved manufacturing variances.

Gross profit increased $3.7 million in the nine months ended March 24, 2007 as compared to the nine months ended March 25, 2006 due to the
higher revenue levels, positive customer mix and reduction in direct material costs due largely to material cost reductions negotiated with our vendors. In addition, we benefited from increased recoveries resulting from sales of previously
written-down inventory. Recoveries resulting from sales of previously written-down inventory were $1,057,000 for the nine months ended March 24, 2007, compared to $277,000 for the nine months ended March 25, 2006.

Gross profit as a percentage of net revenue will vary depending upon the mix of customers and size of systems in a particular period. We believe that if
we win more market share for our testers we may experience pricing pressures that we may not be able to offset by improved absorption or reduced material cost resulting in a lower gross profit percentage.

Research and Development Expense



|                                 |  |                    |       |   |               |   |       |                   |  |   |        |  |               |   |  |               |       |   |   |   |       |   |  |   |     |  |      |  
|-------------------------------- |  | ------------------ | ----- | - | ------------- | - | ----- | ----------------- |  | - | ------ |  | ------------- | - |  | ------------- | ----- | - | - | - | ----- | - |  | - | --- |  | ---- | -
|                                 |  | Three Months Ended |       |   | Change        |   |       | Nine Months Ended |  |   | Change | 
|(dollars in thousands)           |  | March 24,2007      |       |   | March 25,2006 |   |       | $                 |  | % |        |  | March 24,2007 |   |  | March 25,2006 |       |   | $ |   | %     |  
|Research and Development (R&D) |  | $                  | 2,634 |   |               | $ | 2,358 |                   |  | $ | 276    |  | 11.7          | % |  | $             | 7,009 |   |   | $ | 6,110 |   |  | $ | 899 |  | 14.7 | %
|% of Net Revenue                 |  |                    | 12.5  | % |               |   | 9.4   | %                 |  |   |        |  |               |   |  |               | 10.6  | % |   |   | 9.9   | % |  |   |     |  |      |  

We currently invest significantly in research and development focused on enhancing our current
product offering and developing new products for other markets we plan to address. The increase in R&D expense in the three months ended March 24, 2007 as compared to the three months ended March 25, 2006 consists primarily of $0.3
million related to compensation expense for ten additional engineers. The remaining increase relates primarily to increases in depreciation, materials, tooling and facility expenses partially offset by reductions in stock based compensation, outside
contractor and other expenses. The increase in R&D expense in the nine months ended March 24, 2007 as compared to the nine months ended March 25, 2006 consists primarily of $0.6 million related to compensation expense for nine
additional engineers and partially offset by a $0.1 million decrease in stock based compensation. The remaining increase relates primarily to increases in depreciation, materials, tooling and facility expenses.

We believe that we will continue to increase our R&D spending in future periods to support ongoing enhancements and increased research engineering
activities for new products, partially offset by reduced engineering support required on the Maverick product. Net revenues may not increase at a rate equal to or greater than will be required for R&D increases.

Selling, General and Administrative Expense



|                                             |  |                    |       |   |               |   |       |                   |  |   |        |  |               |   |  |               |        |   |   |   |        |   |  |   |       |  |      |  
|-------------------------------------------- |  | ------------------ | ----- | - | ------------- | - | ----- | ----------------- |  | - | ------ |  | ------------- | - |  | ------------- | ------ | - | - | - | ------ | - |  | - | ----- |  | ---- | -
|                                             |  | Three Months Ended |       |   | Change        |   |       | Nine Months Ended |  |   | Change | 
|(dollars in thousands)                       |  | March 24,2007      |       |   | March 25,2006 |   |       | $                 |  | % |        |  | March 24,2007 |   |  | March 25,2006 |        |   | $ |   | %      |  
|Selling, General and Administrative (SG&A) |  | $                  | 6,659 |   |               | $ | 5,906 |                   |  | $ | 753    |  | 12.7          | % |  | $             | 17,835 |   |   | $ | 15,675 |   |  | $ | 2,160 |  | 13.8 | %
|% of Net Revenue                             |  |                    | 31.5  | % |               |   | 23.7  | %                 |  |   |        |  |               |   |  |               | 27.0   | % |   |   | 25.4   | % |  |   |       |  |      |  

The increase in SG&A expense in the three months ended March 24, 2007 as compared to the
three months ended March 25, 2006 resulted from $0.3 million of incremental rental cost related to the Hellyer site; $0.3 million due to the addition of eight employees in sales and marketing to support growth in sales and three in finance and
administration and $0.2 million in incremental selling and marketing costs. Until we exit the Monterey Road facility at or near December 10, 2007, the end of the lease term, we will have occupancy costs associated with the two facilities.

The increase in SG&A expense in the nine months ended March 24, 2007 as compared to the nine months ended March 24, 2007
resulted due to higher compensation expense of $1.3 million because of the addition of 6 employees in sales and marketing to support growth in sales and two in finance and incremental expenses associated with expanding our sales presence; an
increase of $0.6 million in audit, accounting, legal and other miscellaneous costs largely related to becoming a public company and $0.3 million for the Hellyer site costs.



19



---

##### Table of Contents

We expect SG&A will increase in future periods as we continue our international expansion, grow our
administrative capabilities and incur additional outside costs required of a public company, including the costs to address the requirements of the Sarbanes-Oxley Act of 2002. The mix of the source of revenue and its implication on commission
expense may either add to, or offset to some extent those additional expected costs.

Interest and Other Income, Net.



|                               |  |                    |     |   |               |   |     |                   |  |   |        |  |               |   |  |               |       |   |   |   |     |   |  |   |       |  |     |  
|------------------------------ |  | ------------------ | --- | - | ------------- | - | --- | ----------------- |  | - | ------ |  | ------------- | - |  | ------------- | ----- | - | - | - | --- | - |  | - | ----- |  | --- | -
|                               |  | Three Months Ended |     |   | Change        |   |     | Nine Months Ended |  |   | Change | 
|(dollars in thousands)         |  | March 24,2007      |     |   | March 25,2006 |   |     | $                 |  | % |        |  | March 24,2007 |   |  | March 25,2006 |       |   | $ |   | %   |  
|Interest and Other Income, Net |  | $                  | 835 |   |               | $ | 139 |                   |  | $ | 696    |  | 501           | % |  | $             | 2,475 |   |   | $ | 312 |   |  | $ | 2,163 |  | 693 | %
|% of Net Revenue               |  |                    | 3.9 | % |               |   | 0.6 | %                 |  |   |        |  |               |   |  |               | 3.8   | % |   |   | 0.5 | % |  |   |       |  |     |  

The increase in interest and other income, net was caused by higher average cash balance invested
due to the $58.6 million proceeds from the initial public offering, higher interest rates and partial investment in higher yielding auction rate securities and municipal debt securities in the three and nine months ended March 24, 2007 as
compared to the three and nine months ended March 25, 2006.

Income Tax Provision



|                       |  |                    |      |   |                   |   |       |               |  |   |               |   |  |   |       |  
|---------------------- |  | ------------------ | ---- | - | ----------------- | - | ----- | ------------- |  | - | ------------- | - |  | - | ----- | -
|                       |  | Three Months Ended |      |   | Nine Months Ended |  
|(dollars in thousands) |  | March 24,2007      |      |   | March 25,2006     |   |       | March 24,2007 |  |   | March 25,2006 |  
|Income Tax Provision   |  | $                  | 860  |   |                   | $ | 1,717 |               |  | $ | 4,182         |   |  | $ | 3,318 |  
|Effective Tax Rate     |  |                    | 37.1 | % |                   |   | 35.0  | %             |  |   | 33.1          | % |  |   | 33.8  | %

The decrease in the income tax provision in the three months ended March 24, 2007 as compared
to the three months ended March 25, 2006, is due primarily to a decrease in the income before income taxes, offset by a slight increase in the effective rate. The increase in the effective rate in the three months ended March 24, 2007 as
compared to the three months ended March 25, 2006, resulted primarily from the relative impact of certain permanent items on a lower pre-tax income.

The increase in the income tax provision in the nine months ended March 24, 2007 as compared to the nine months ended March 25, 2006, is due to the income before income taxes increasing by $2.8 million
combined with a slightly lower effective rate. The decrease in the effective rate in the nine months ended March 24, 2007 as compared to the nine months ended March 25, 2006 resulted from the reinstatement of the federal R&D credit
during the December quarter, the tax benefit derived from the disqualifying disposition of incentive stock options, and the phase in of the domestic manufacturers deduction, largely offset by the impact of the phase out of the extraterritorial
(export sales benefit) exclusion (ETI). Further, the state income tax rate increased because in fiscal 2006 our California tax was computed on an alternative minimum basis whereas in fiscal 2007 we expect it to be computed at the regular California
statutory rates.

Accretion of Series B Preferred Stock Redemption Value

Because the Series B Preferred was automatically converted to common shares in conjunction with our IPO, we recorded no Series B Preferred accretion in
the three and nine months ended March 24, 2007, as compared to $4.8 million and $7.8 million in the three and nine months ended March 25, 2006, respectively.

Our quarterly results of operations have varied in the past and are likely to do so again in the future. As such, we believe that period-to-period comparisons of our operating results should not be relied upon as an
indication of future performance. Factors that may cause our revenue and operating results to fluctuate include those discussed in the Risk Factors section of our Annual Report on Form 10-K.

Liquidity and Capital Resources

In March 2006 we
completed our IPO and raised $58.6 million of net cash proceeds to the Company after underwriters discount and issuance costs. The transaction closed on March 27, 2006, the beginning of our fourth quarter of fiscal year 2006. As of
March 24, 2007, we had cash and cash equivalents of $45.6 million and working capital of $110.9 million. As of June 24, 2006 we had cash and cash equivalents of $68.7 million and working capital of $100.8 million. The decrease in
cash from June 24, 2006 is primarily due to the $29.6 million use of cash in investing activities during the period. During the nine months ended March 24, 2007, we invested $47.4 million in short-term investments to improve our interest
yield.



20



---

##### Table of Contents

Cash Flows from Operating Activities

Net cash provided by operating activities of $5.5 million during the nine months ended March 24, 2007, consisted of (in thousands):



|                                                        |  |   |        |  
|------------------------------------------------------- |  | - | ------ | -
|Net income                                              |  | $ | 8,458  |  
|Non-cash charges (credits):                             |  |   |        |  
|Depreciation and amortization                           |  |   | 1,123  |  
|Provision for excess inventory                          |  |   | 1,121  |  
|Stock-based compensation                                |  |   | 1,268  |  
|Tax benefits from stock-based compensation plans        |  |   | 496    |  
|Excess tax benefits from stock-based compensation plans |  |   | (445   | )
|Deferred tax benefit                                    |  |   | (545   | )
|Cash invested in working capital                        |  |   | (5,962 | )
|                                                        |  |   |        |  
|                                                        |  | $ | 5,514  |  
|                                                        |  |   |        |  

Significant changes in assets and liabilities during the nine months ended March 24, 2007,
included in the $6.0 million change in other working capital accounts above, were a $7.3 million increase in accounts receivable due to the timing of sales during the nine months ended March 24, 2007 and a $1.7 million decrease in deferred
income as a result of the timing of acceptance of systems. These uses of cash were partially offset by a $3.2 million decrease in inventory as a result of reduced order activity.

Our inventory turns in the nine months ended March 24, 2007 were 1.8 as compared to 2.1 in the nine months ended March 25, 2006. The decrease
in inventory turns in the fiscal 2007 as compared to the fiscal 2006 period resulted because we had reduced inventory purchases in late fiscal 2005 and our growth rate of net revenue initially exceeded the rate of increase in inventory purchases in
the nine months ended March 25, 2006. Nevertheless, we believe we can take steps to improve inventory turns at the current level of revenues over the next several quarters.

Days sales outstanding in our accounts receivable at March 24, 2007 were 103 days as compared to 58 days at March 25, 2006. Days sales
outstanding in accounts receivable varies significantly due to the timing of shipments during the period and changes in deferred product revenue and customer deposits. We continue to monitor outstanding accounts receivable and aggressively pursue
cash collections.

In general, our ability to generate positive cash flows from operations is dependent on our ability to generate revenue
and collect the related cash on a timely basis, while maintaining an efficient cost structure. As a result, sales volume is the most significant uncertainty in our ability to generate cash flows from operations. However, as sales increase, we will
use cash for inventory and accounts receivable before it is converted to cash and cash equivalents, thereby putting pressure on our cash balances during periods of high revenue growth. We believe that our business strategies will allow us to
generate future sales that, combined with our existing cash, cash equivalents and short-term investments, will be sufficient to fund our business for the next 12 months.

Cash Flows from Investing Activities

Cash used in investing activities in the nine months ended
March 24, 2007 was $29.6 million as compared to cash used in investing activities of $0.3 million in the nine months ended March 25, 2006. In the nine months ended March 24, 2007, we invested approximately $29.0 million, net of
redemptions, in short-term investments to increase our yield on our excess cash without a significant increase in our investment risk.

Cash Flows from
Financing Activities

Cash provided by financing activities was $1.1 million in the nine months ended March 24, 2007 and $0.1
million in the nine months ended March 25, 2006. Cash provided by financing activities in the nine months ended March 24, 2007 consisted of $0.5 million of excess tax benefits from our stock-based compensation plans as well as $0.6 million
of proceeds from stock option exercises.

We believe that our current cash balances, combined with future cash flows from operations will
be sufficient to meet our anticipated cash needs for operations for the next 12 months. However, a large acquisition of a complementary business, products, or technologies, or a material joint venture, could require us to obtain additional equity or
debt financing, which may not be available on acceptable terms, or at all. No such activities are anticipated at this time. We are unaware of any known material trends or uncertainties that may require us to make cash management decisions that will
impair our operating capabilities during the next year.



21



---

##### Table of Contents

Commitments

In December 2006 we signed a sublease and master lease agreement to lease a 128,000 square foot building located at 5345 Hellyer Avenue, San Jose, California for a total of 10 years. The leased premise will be used primarily for
manufacturing, research and design and general corporate purposes. The total rent obligation over the term of the lease is $10.9 million. We and our landlord intend to construct improvements at the building to prepare the leased premise for its
intended use. The landlord has provided a tenant improvement allowance for a portion of the construction costs. We expect to fund the additional cost of outfitting the facility from general cash reserves.

We have not used off-balance sheet financing arrangements, issued or purchased derivative instruments linked to our stock, or used our stock as a form of
liquidity. We have a $10,000,000 maximum revolving credit facility based on certain qualifying accounts receivable with a financial institution that expires on July 29, 2007, bearing interest at the banks prime rate plus 0.25% per
annum. The interest rate at March 24, 2007 was 8.25%. The agreement, which is collateralized by our assets, contains a minimum net worth covenant and other restrictions. The commitment fee is $12,500 per annum for the initial $5,000,000 credit
facility and an additional $12,500 for the next $5,000,000 credit facility. As of March 24, 2007, there have been no borrowings under the line of credit, and we were in compliance with the covenant and other restrictions.



|ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|------- | ----------------------------------------------------------

The primary objective of our
investment activities is to preserve principal while at the same time maximizing the income we receive from our investments without significant risk of loss. As of March 24, 2007, our cash and cash equivalents consisted primarily of money
market funds maintained at two U.S. financial institutions. Our short-term investments consisted of auction rate securities with auction dates within 90 days of the balance sheet date and municipal debt securities. To minimize our exposure to
interest rate market risk, we have in the past limited the maturities of our fixed rate investments to relatively short periods of time. Due to the short-term nature of these instruments, it is not anticipated that a 10% change in market interest
rates would have a material adverse impact on the total value of our investment portfolio as of March 24, 2007.



|ITEM 4. | CONTROLS AND PROCEDURES
|------- | -----------------------

Under the supervision and with the participation of our management,
including our Chairman and Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures. The Securities and Exchange Commission defines the term disclosure controls and
procedures to mean a companys controls and other procedures that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized, and reported within the time periods specified on the Commissions rules and forms and that such information is accumulated and communicated to management, including the Chairman and Chief Executive Officer and Chief
Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Our Chairman and Chief Executive Officer and our Chief Financial Officer have concluded, based on the evaluation of the effectiveness of our disclosure
controls and procedures by our management, with the participation of our Chairman and Chief Executive Officer and our Chief Financial Officer, as of the end of the period covered by this report, that our disclosure controls and procedures were
effective for this purpose.

As required by Section 404 of the Sarbanes-Oxley act, we are conducting a thorough review of all of our
internal control processes and procedures. As a result of this review, management has identified an opportunity to strengthen internal controls in several areas, including those relating to income tax accounting. We intend to improve the internal
controls over income tax accounting during our fiscal 2007 fourth quarter by implementing more stringent levels of review of the preparation of our income tax provision and related tax liabilities.

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of our financial reporting and
preparation of financial statements for external purposes in accordance with generally accepted accounting principles. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of
future events, and our system of controls may not succeed in achieving its stated goals under all conditions.



22



---

##### Table of Contents

PART II. OTHER INFORMATION



|ITEM 1. | LEGAL PROCEEDINGS
|------- | -----------------

From time to time, we may be involved in litigation relating to claims arising
out of day-to-day operations. As of March 24, 2007, we were not engaged in any legal proceedings that were expected, individually or in the aggregate, to have a material adverse effect on our business, financial condition, results of
operations, or cash flows.



|ITEM 1A. | RISK FACTORS
|-------- | ------------

In addition to the other information
set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal year ended June 24, 2006, which could materially affect our business,
financial condition and/or future results. The risks described in our Form 10-K are not the only risks we face. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, also may materially adversely
affect our business, financial condition and/or future results.



|ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|------- | -----------------------------------------------------------

In connection with our initial
public offering on March 21, 2006, we sold 4,600,000 shares of our common stock at the initial public offering price per share of $14.00. The net offering proceeds to us after deducting underwriters discount of $4.5 million and other
issuance costs of $1.3 million were $58.6 million. We received the proceeds on March 27, 2006 and have not used any proceeds. The net offering proceeds have been invested in cash equivalent instruments.



|ITEM 3. | DEFAULTS UPON SENIOR SECURITIES
|------- | -------------------------------

None.



|ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
|------- | ---------------------------------------------------

None.



23



---

##### Table of Contents

|ITEM 5. | OTHER INFORMATION
|------- | -----------------

None.



|ITEM 6. | EXHIBITS
|------- | --------



| | (a) | Exhibits
| | --- | --------



|             |  |                                                                                                                                        
|------------ |  | ---------------------------------------------------------------------------------------------------------------------------------------
|Exhibit 31.1 |  | Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                
|             | 
|Exhibit 31.2 |  | Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                
|             | 
|Exhibit 32.1 |  | Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



24



---

##### Table of Contents

SIGNATURES

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



|                  |  |  |  |                             |  |                                     
|----------------- |  |  |  | --------------------------- |  | ------------------------------------
|                  |  |  |  | NEXTEST SYSTEMS CORPORATION
|                  |  |  |  | (Registrant)               
|                  |  |  | 
|Date: May 8, 2007 |  |  |  |                             |  |                                     
|                  |  |  | 
|                  |  |  |  | By:                         |  | /s/ Robin Adler                     
|                  |  |  |  |                             |  | Robin Adler                         
|                  |  |  |  |                             |  | Chairman and Chief Executive Officer
|                  |  |  |  |                             |  | (Principal Executive Officer)       
|                  |  |  | 
|                  |  |  |  | By:                         |  | /s/ James P. Moniz                  
|                  |  |  |  |                             |  | James P. Moniz                      
|                  |  |  |  |                             |  | Chief Financial Officer             
|                  |  |  |  |                             |  | (Principal Financial Officer)       



25



---

##### Table of Contents

EXHIBIT INDEX



|               |  |                                                                                                                                        
|-------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description                                                                                                                            
|31.1           |  | Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                
|               | 
|31.2           |  | Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                
|               | 
|32.1           |  | Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



26