Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 10-Q

(Mark One)

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

For the quarterly period ended   September 30,December 31, 2021

or

☐ 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: 000-12196

nve.jpg

NVE CORPORATION

(Exact name of registrant as specified in its charter)

 

Minnesota

 

41-1424202

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

11409 Valley View Road, Eden Prairie, Minnesota

 

55344 

(Address of principal executive offices)

 

(Zip Code)

 

(952) 829-9217 

(Registrant’s telephone number, including area code)

 

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  ☐ No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

☒ Yes  ☐ No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐

Accelerated filer ☐

 

Non-accelerated filer ☒

Smaller reporting company ☒

  

Emerging growth company ☐ 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     ☐ Yes  ☒ No

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

NVEC

The NASDAQ Stock Market, LLC

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common Stock, $0.01 Par Value 4,833,2324,833,714 shares outstanding as of OctoberJanuary 14, 202215, 2021

 

 

 

 

NVE CORPORATION

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

 

PART I. FINANCIAL INFORMATION

 
  

Item 1. Financial Statements

 
  

Balance Sheets

 
  

Statements of Income for the Quarters Ended September 30,December 31, 2021 and 2020

 
  

Statements of Comprehensive Income for the Quarters Ended September 30,December 31, 2021 and 2020

 
  

Statements of Income for the SixNine Months Ended September 30,December 31, 2021 and 2020

 
  

Statements of Comprehensive Income for the SixNine Months Ended September 30,December 31, 2021 and 2020

 
  

Statements of Shareholders’ Equity for the Period Ended September 30,December 31, 2021

 
  

Statements of Shareholders’ Equity for the Period Ended September 30,December 31, 2020

 
  

Statements of Cash Flows

 
  

Notes to Financial Statements

 
  

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 
  

Item 4. Controls and Procedures

 
  

PART II. OTHER INFORMATION

 
  

Item 1. Legal Proceedings

 
  

Item 1A. Risk Factors

 
  

Item 4. Mine Safety Disclosures

 
  

Item 6. Exhibits

 
  

SIGNATURES

 
 

 

2

 

 

PART IFINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

 

NVE CORPORATION

BALANCE SHEETS

 

(Unaudited)

September 30, 2021

 

March 31,

2021*

  

(Unaudited)

December 31, 2021

 

March 31,

2021*

 

ASSETS

  

Current assets

  

Cash and cash equivalents

 $11,145,156  $10,427,340  $8,967,657  $10,427,340 

Marketable securities, short-term

 22,660,959  7,678,957  22,482,494  7,678,957 

Accounts receivable, net of allowance for uncollectible accounts of $15,000

 2,876,102  1,964,281 

Accounts receivable, net of allowance for uncollectible accounts of $15,000

 3,038,203  1,964,281 

Inventories

 3,982,771  3,900,777  4,367,675  3,900,777 

Prepaid expenses and other assets

  752,764   391,278   921,846   391,278 

Total current assets

  41,417,752   24,362,633   39,777,875   24,362,633 

Fixed assets

  

Machinery and equipment

 9,328,581  9,254,664  9,312,982  9,254,664 

Leasehold improvements

  1,810,872   1,810,872   1,810,872   1,810,872 
 11,139,453  11,065,536  11,123,854  11,065,536 

Less accumulated depreciation and amortization

  10,855,501   10,728,853   10,886,378   10,728,853 

Net fixed assets

 283,952  336,683  237,476  336,683 

Deferred tax assets

 137,439  73,538  260,134  73,538 

Marketable securities, long-term

 27,544,468  47,038,669  27,179,552  47,038,669 

Right-of-use asset – operating lease

  625,829   689,216   593,715   689,216 

Total assets

 $70,009,440  $72,500,739  $68,048,752  $72,500,739 
  

LIABILITIES AND SHAREHOLDERS’ EQUITY

  

Current liabilities

  

Accounts payable

 $411,218  $336,591  $111,243  $336,591 

Accrued payroll and other

 701,705  540,474  812,502  540,474 

Operating lease

  151,955   150,273   152,807   150,273 

Total current liabilities

 1,264,878  1,027,338  1,076,552  1,027,338 

Operating lease

  515,973   581,459   482,798   581,459 

Total liabilities

 1,780,851  1,608,797  1,559,350  1,608,797 
  

Shareholders’ equity

  

Common stock, $0.01 par value, 6,000,000 shares authorized; 4,833,232 issued and outstanding as of September 30 and March 31, 2021

 48,332  48,332 

Common stock, $0.01 par value, 6,000,000 shares authorized; 4,833,714 issued and outstanding as of December 31, 2021 and 4,833,232 as of March 31, 2021

 48,337  48,332 

Additional paid-in capital

 19,402,364  19,338,127  19,411,158  19,338,127 

Accumulated other comprehensive income

 813,920  1,101,119  433,759  1,101,119 

Retained earnings

  47,963,973   50,404,364   46,596,148   50,404,364 

Total shareholders’ equity

  68,228,589   70,891,942   66,489,402   70,891,942 

Total liabilities and shareholders’ equity

 $70,009,440  $72,500,739  $68,048,752  $72,500,739 

 

*The March 31, 2021 Balance Sheet is derived from the audited financial statements contained in our Annual Report on Form 10-K for the fiscal year ended March 31, 2021.

 

See accompanying notes. 

 

3

 

 

NVE CORPORATION

STATEMENTS OF INCOME

(Unaudited)

 

 

Quarter Ended September 30

  

Quarter Ended December 31

 
 

2021

 

2020

  

2021

 

2020

 

Revenue

        

Product sales

 $6,630,012  $4,159,173  $5,916,790  $6,332,349 

Contract research and development

  193,450   221,612   374,019   201,013 

Total revenue

 6,823,462  4,380,785  6,290,809  6,533,362 

Cost of sales

  1,544,134   941,287   1,385,006   1,075,048 

Gross profit

 5,279,328  3,439,498  4,905,803  5,458,314 

Expenses

        

Research and development

 707,997  815,965  596,492  702,216 

Selling, general, and administrative

  483,116   358,182   272,159   311,356 

Total expenses

  1,191,113   1,174,147   868,651   1,013,572 

Income from operations

 4,088,215  2,265,351  4,037,152  4,444,742 

Interest income

  294,858   401,392   283,940   365,498 

Income before taxes

 4,383,073  2,666,743  4,321,092  4,810,240 

Provision for income taxes

  736,566   444,403   855,685   884,531 

Net income

 $3,646,507  $2,222,340  $3,465,407  $3,925,709 

Net income per share – basic

 $0.75  $0.46  $0.72  $0.81 

Net income per share – diluted

 $0.75  $0.46  $0.72  $0.81 

Cash dividends declared per common share

 $1.00  $1.00  $1.00  $1.00 

Weighted average shares outstanding

        

Basic

 4,833,232  4,834,709  4,833,604  4,833,232 

Diluted

 4,836,603  4,834,809  4,835,770  4,833,261 

 

 

STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

 

 

Quarter Ended September 30

  

Quarter Ended December 31

 
 

2021

 

2020

  

2021

 

2020

 

Net income

 $3,646,507  $2,222,340  $3,465,407  $3,925,709 

Unrealized (loss) gain from marketable securities, net of tax

  (197,034

)

  (130,324

)

Unrealized loss from marketable securities, net of tax

  (380,161)  (145,452)

Comprehensive income

 $3,449,473  $2,092,016  $3,085,246  $3,780,257 

 

See accompanying notes.

 

4

 

 

NVE CORPORATION

STATEMENTS OF INCOME

(Unaudited)

 

 

Six Months Ended September 30

  

Nine Months Ended December 31

 
 

2021

 

2020

  

2021

 

2020

 

Revenue

        

Product sales

 $13,583,778  $8,517,808  $19,500,567  $14,850,157 

Contract research and development

  392,847   452,239   766,866   653,252 

Total revenue

 13,976,625  8,970,047  20,267,433  15,503,409 

Cost of sales

  3,313,715   1,777,709   4,698,720   2,852,757 

Gross profit

 10,662,910  7,192,338  15,568,713  12,650,652 

Expenses

        

Research and development

 1,516,139  1,696,948  2,112,630  2,399,164 

Selling, general, and administrative

  949,734   713,193   1,221,893   1,024,549 

Total expenses

  2,465,873   2,410,141   3,334,523   3,423,713 

Income from operations

 8,197,037  4,782,197  12,234,190  9,226,939 

Interest income

  584,578   800,604   868,519   1,166,102 

Income before taxes

 8,781,615  5,582,801  13,102,709  10,393,041 

Provision for income taxes

  1,555,542   948,596   2,411,228   1,833,127 

Net income

 $7,226,073  $4,634,205  $10,691,481  $8,559,914 

Net income per share – basic

 $1.50  $0.96  $2.21  $1.77 

Net income per share – diluted

 $1.49  $0.96  $2.21  $1.77 

Cash dividends declared per common share

 $2.00  $2.00  $3.00  $3.00 

Weighted average shares outstanding

        

Basic

 4,833,232  4,834,872  4,833,356  4,834,324 

Diluted

 4,836,621  4,834,986  4,835,781  4,834,411 

 

 

STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

 

 

Six Months Ended September 30

  

Nine Months Ended December 31

 
 

2021

 

2020

  

2021

 

2020

 

Net income

 $7,226,073  $4,634,205  $10,691,481  $8,559,914 

Unrealized (loss) gain from marketable securities, net of tax

  (287,199

)

  1,112,338   (667,361)  966,886 

Comprehensive income

 $6,938,874  $5,746,543  $10,024,120  $9,526,800 

 

See accompanying notes.

 

5

 

 

NVE CORPORATION

STATEMENTS OF SHAREHOLDERS EQUITY

(Unaudited)

 

             

Accumulated

                      

Accumulated

        
         

Additional

  

Other

                  

Additional

 

Other

        
 

Common Stock

 

Paid-In

 

Comprehensive

 

Retained

     

Common Stock

 

Paid-In

 

Comprehensive

 

Retained

    
 

Shares

 

Amount

 

Capital

 

Income

 

Earnings

 

Total

  

Shares

  

Amount

  

Capital

  

Income

  

Earnings

  

Total

 

Balance as of March 31, 2021

 4,833,232  $48,332  $19,338,127  $1,101,119  $50,404,364  $70,891,942  4,833,232  $48,332  $19,338,127  $1,101,119  $50,404,364  $70,891,942 

Comprehensive income:

             

Unrealized loss on marketable securities, net of tax

          (90,165

)

    (90,165

)

        (90,165

)

    (90,165

)

Net income

               3,579,566   3,579,566           3,579,566   3,579,566 

Total comprehensive income

                3,489,401             3,489,401 

Stock-based compensation

       7,238        7,238       7,238       7,238 

Cash dividends declared ($1.00 per share of common stock)

               (4,833,232

)

  (4,833,232

)

Cash dividends declared ($1.00 per share of common stock)

                  (4,833,232

)

  (4,833,232

)

Balance as of June 30, 2021

  4,833,232   48,332   19,345,365   1,010,954   49,150,698   69,555,349   4,833,232   48,332   19,345,365   1,010,954   49,150,698   69,555,349 

Comprehensive income:

             

Unrealized loss on marketable securities, net of tax

    0  0  (197,034) 0  (197,034)   0 0  (197,034) 0  (197,034)

Net income

    0  0  0  3,646,507   3,646,507    0 0 0  3,646,507   3,646,507 

Total comprehensive income

    0  0  0  0  3,449,473    0 0 0 0  3,449,473 

Stock-based compensation

    0  56,999  0  0  56,999    0  56,999  0 0  56,999 

Cash dividends declared ($1.00 per share of common stock)

     0  0  0  (4,833,232)  (4,833,232)

Cash dividends declared ($1.00 per share of common stock)

      0   0   0   (4,833,232)  (4,833,232)

Balance as of September 30, 2021

  4,833,232 $48,332 $19,402,364 $813,920 $47,963,973 $68,228,589   4,833,232   48,332   19,402,364   813,920   47,963,973   68,228,589 
Exercise of stock options 482  5 (5) 0 0 0

-

 
Comprehensive income:              
Unrealized loss on marketable securities, net of tax    0 0 (380,161) 0 (380,161)
Net income    0 0 0 3,465,407   3,465,407 
Total comprehensive income    0 0 0 0 3,085,246 
Stock-based compensation    0 8,799 0 0 8,799 
Cash dividends declared ($1.00 per share of common stock)      0  0  0  (4,833,232)  (4,833,232)
Balance as of December 31, 2021  4,833,714  $48,337 $19,411,158 $433,759 $46,596,148 $66,489,402 

 

See accompanying notes. 

 

6

 

 

NVE CORPORATION

STATEMENTS OF SHAREHOLDERS EQUITY

(Unaudited)

 

             

Accumulated

                      

Accumulated

        
         

Additional

  

Other

                  

Additional

 

Other

        
 

Common Stock

  

Paid-In

  

Comprehensive

  

Retained

      

Common Stock

 

Paid-In

 

Comprehensive

 

Retained

    
 

Shares

 

Amount

 

Capital

 

Income

 

Earnings

 

Total

  

Shares

  

Amount

  

Capital

  

Income

  

Earnings

  

Total

 

Balance as of March 31, 2020

 4,835,038  $48,350  $19,383,956  $516,523  $58,046,520  $77,995,349  4,835,038  $48,350  $19,383,956  $516,523  $58,046,520  $77,995,349 

Comprehensive income:

             

Unrealized gain on marketable securities, net of tax

    0  0  1,242,662  0  1,242,662    0 0  1,242,662  0  1,242,662 

Net income

    0  0  0  2,411,865   2,411,865    0 0 0  2,411,865   2,411,865 

Total comprehensive income

    0  0  0  0  3,654,527    0 0 0 0  3,654,527 

Stock-based compensation

    0  2,707  0  0  2,707    0  2,707  0 0  2,707 

Cash dividends declared ($1.00 per share of common stock)

     0  0  0   (4,835,038

)

  (4,835,038

)

Cash dividends declared ($1.00 per share of common stock)

      0   0   0   (4,835,038

)

  (4,835,038

)

Balance as of June 30, 2020

  4,835,038   48,350   19,386,663   1,759,185   55,623,347   76,817,545   4,835,038   48,350   19,386,663   1,759,185   55,623,347   76,817,545 

Repurchase of common stock

 (1,806

)

 (18

)

 (91,401

)

 0  0  (91,401

)

 (1,806

)

 (18

)

 (91,401

)

 0 0  (91,401

)

Comprehensive income:

             

Unrealized loss on marketable securities, net of tax

    0  0  (130,324

)

 0  (130,324

)

   0 0  (130,324

)

    (130,324

)

Net income

    0  0  0  2,222,340   2,222,340    0 0 0  2,222,340   2,222,340 

Total comprehensive income

                2,092,016             2,092,016 

Stock-based compensation

       34,315        34,315       34,315       34,315 

Cash dividends declared ($1.00 per share of common stock)

               (4,835,038

)

  (4,835,038

)

Cash dividends declared ($1.00 per share of common stock)

                  (4,835,038

)

  (4,835,038

)

Balance as of September 30, 2020

  4,833,232  $48,332  $19,329,577  $1,628,861  $53,010,649  $74,017,419   4,833,232   48,332   19,329,577   1,628,861   53,010,649   74,017,419 
Comprehensive income: 
Unrealized loss on marketable securities, net of tax   0 0 (145,452) 0 (145,452)
Net income   0 0 0 3,925,709   3,925,709 
Total comprehensive income   0 0 0 0 3,780,257 
Stock-based compensation   0 4,275 0 0 4,275 
Cash dividends declared ($1.00 per share of common stock)     0  0  0  (4,833,232)  (4,833,232)
Balance as of December 31, 2020  4,833,232 $48,332 $19,333,852 $1,483,409 $52,103,126 $72,968,719 

 

See accompanying notes. 

 

7

 

 

NVE CORPORATION

STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

Six Months Ended September 30 

  

Nine Months Ended December 31

 
 

2021

  

2020

  

2021

  

2020

 

OPERATING ACTIVITIES

  

Net income

 $7,226,073  $4,634,205  $10,691,481  $8,559,914 

Adjustments to reconcile net income to net cash provided by operating activities:

  

Depreciation and amortization

 271,207  259,241  358,828  386,968 

Stock-based compensation

 64,237  37,022  73,036  41,297 

Deferred income taxes

 16,539

 

 (61,437

)

 319  (73,269)

Changes in operating assets and liabilities:

  

Accounts receivable

 (911,821

)

 771,942  (1,073,922) (467,290)

Inventories

 (81,994) (44,074

)

 (466,898) 41,973 

Prepaid expenses and other assets

 (298,099

)

 108,697

)

 (435,067) 181,557 

Accounts payable and other liabilities

  172,054   (164,625

)

  (49,447)  (140,082)

Net cash provided by operating activities

  6,458,196   5,540,971   9,098,330   8,531,068 
  

INVESTING ACTIVITIES

  

Purchases of fixed assets

 (73,916

)

 0  (58,317) 0(13,627)

Proceeds from maturities of marketable securities

  4,000,000   0   4,000,000   12,000,000 

Cash used in investing activities

  3,926,084

 

  0 

Cash provided by investing activities

  3,941,683   11,986,373 
  

FINANCING ACTIVITIES

  
Repurchase of common stock  0

-

   (91,419)  0   (91,419)

Payment of dividends to shareholders

  (9,666,464

)

  (9,670,076

)

  (14,499,696)  (14,503,308)

Cash used in financing activities

  (9,666,464

)

  (9,761,495

)

  (14,499,696)  (14,594,727)

Increase in cash and cash equivalents

 717,816

 

 (4,220,524

)

(Decrease) increase in cash and cash equivalents

 (1,459,683) 5,922,714 
  

Cash and cash equivalents at beginning of period

  10,427,340   8,065,594   10,427,340   8,065,594 
  

Cash and cash equivalents at end of period

 $11,145,156  $3,845,070  $8,967,657  $13,988,308 
  

Supplemental disclosures of cash flow information:

  

Cash paid during the period for income taxes

 $1,760,000  $934,788  $2,490,000  $1,636,788 

 

See accompanying notes. 

 

8

 

NVE CORPORATION

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

 

 

NOTE 1. DESCRIPTION OF BUSINESS

 

We develop and sell devices that use spintronics, a nanotechnology that relies on electron spin rather than electron charge to acquire, store, and transmit information. 

 

 

NOTE 2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying unaudited financial statements of NVE Corporation are prepared consistent with accounting principles generally accepted in the United States and in accordance with Securities and Exchange Commission rules and regulations. In the opinion of management, these financial statements reflect all adjustments, consisting only of normal and recurring adjustments, necessary for a fair presentation of the financial statements. Although we believe that the disclosures are adequate to make the information presented not misleading, certain disclosures have been omitted as allowed, and it is suggested that these unaudited financial statements be read in conjunction with the audited financial statements and the notes included in our latest annual financial statements included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2021. The results of operations for the quarter and sixnine months ended September 30,December 31, 2021 are not necessarily indicative of the results that may be expected for the full fiscal year ending March 31, 2022.

Significant accounting policies

 

A description of our significant accounting policies is provided in Note 2 to the Financial Statements in our Annual Report on Form 10-K for the year ended March 31, 2021. As of September 30,December 31, 2021, there were no changes to our significant accounting policies.

 

 

NOTE 3. RECENTLY ISSUED ACCOUNTING STANDARDS

 

Recently Adopted Accounting Standard

 

In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12, Income Taxes (Topic 740)—Simplifying the Accounting for Income Taxes. ASU 2019-12 simplifies accounting for income taxes, removes certain exceptions to the general principles in Topic 740, and amends existing guidance to improve consistent application. We adopted ASU 2019-12 beginning with the quarter ended June 30, 2021. The adoption had no material impact on our financial statements.
 

New Accounting Standard Not Yet Adopted

 

In May 2021, the FASB issued ASU No. 2021-04, Earnings Per Share (Topic 260), DebtModifications and Extinguishments (Subtopic 470-50), CompensationStock Compensation (Topic 718), and Derivatives and HedgingContracts in Entitys Own Equity (Subtopic 815-40) Issuers Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. ASU 2021-04 addresses issuer’s accounting for certain modifications or exchanges of freestanding equity-classified written call options. ASU 2021-04 is effective for fiscal years beginning after December 15, 2021 and interim periods within those fiscal years, which is fiscal 2023 for us, with early adoption permitted. We do not expect adoption of the new guidance to have a significant impact on our financial statements.

 

 

NOTE 4. NET INCOME PER SHARE

 

Net income per basic share is computed based on the weighted-average number of common shares issued and outstanding during each period. Net income per diluted share amounts assume exercise of all stock options. The following tables show the components of diluted shares:

 

 

Quarter Ended September 30

  

Quarter Ended December 31

 
 

2021

 

2020

  

2021

 

2020

 

Weighted average common shares outstanding – basic

 4,833,232  4,834,709  4,833,604  4,833,232 

Dilutive effect of stock options

  3,371   100   2,167   29 

Shares used in computing net income per share – diluted

  4,836,603   4,834,809   4,835,770   4,833,261 

 

 

Six Months Ended September 30

  

Nine Months Ended December 31

 
 

2021

 

2020

  

2021

 

2020

 

Weighted average common shares outstanding – basic

 4,833,232  4,834,872  4,833,356  4,834,324 

Dilutive effect of stock options

  3,389   114   2,425   87 

Shares used in computing net income per share – diluted

  4,836,621   4,834,986   4,835,781   4,834,411 

 

9

 

NOTE 5. FAIR VALUE OF FINANCIAL INSTRUMENTS

 

Our corporate bonds and money market funds are classified as available-for-sale securities and carried at estimated fair value. Unrealized holding gains and losses are included in accumulated other comprehensive income (loss) in the statement of shareholders’ equity. Corporate bonds with remaining maturities less than one year are classified as short-term, and those with remaining maturities greater than one year are classified as long-term. We consider all highly-liquid investments with maturities of three months or less when purchased, including money market funds, to be cash equivalents. Gains and losses on marketable security transactions are reported on the specific-identification method.

 

Contractual maturities of available-for-sale securities as of September 30,December 31, 2021 are as follows: 

 

Total

Total

  

<1 Year

 

1–3 Years

 

3–5 Years

 

Total

  

<1 Year

 

1–3 Years

 

3–5 Years

 
$60,647,982  $33,103,514  $17,237,693  $10,306,775 57,293,870  $30,114,318  $22,148,686  $5,030,866 

 

Total available-for-sale securities represented approximately 87%84% of our total assets. Marketable securities as of September 30,December 31, 2021 had remaining maturities between 16three weeks and 4138 months.

 

Generally accepted accounting principles establish a framework for measuring fair value, provide a definition of fair value, and prescribe required disclosures about fair-value measurements. Generally accepted accounting principles define fair value as the price that would be received to sell an asset or paid to transfer a liability. Fair value is a market-based measurement that should be determined using assumptions that market participants would use in pricing an asset or liability. Generally accepted accounting principles utilize a valuation hierarchy for disclosure of fair value measurements. The categorization within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The categories within the valuation hierarchy are described as follows:

 

Level 1 – Financial instruments with quoted prices in active markets for identical assets or liabilities.

 

Level 2 – Financial instruments with quoted prices in active markets for similar assets or liabilities. Level 2 fair value measurements are determined using either prices for similar instruments or inputs that are either directly or indirectly observable, such as interest rates.

 

Level 3 – Inputs to the fair value measurement are unobservable inputs or valuation techniques.

 

Money market funds are included on the balance sheets in “Cash and cash equivalents.” Corporate bonds are included on the balance sheets in “Marketable securities, short term” and “Marketable securities, long term.”

 

The following table shows the estimated fair value of assets that were accounted for at fair value on a recurring basis:

 

 

As of September 30, 2021

 

As of March 31, 2021

  

As of December 31, 2021

 

As of March 31, 2021

 
 

Level 1

 

Level 2

 

Total

 

Level 1

 

Level 2

 

Total

  

Level 1

 

Level 2

 

Total

 

Level 1

 

Level 2

 

Total

 

Money market funds

 $10,442,555  $0  $10,442,555  $10,143,196  $0  $10,143,196  $7,631,824  $0  $7,631,824  $10,143,196  $0  $10,143,196 

Corporate bonds

  0   50,205,427   50,205,427   0   54,717,626   54,717,626   0   49,662,046   49,662,046   0   54,717,626   54,717,626 

Total

 $10,442,555  $50,205,427  $60,647,982  $10,143,196  $54,717,626  $64,860,822  $7,631,824  $49,662,046  $57,293,870  $10,143,196  $54,717,626  $64,860,822 

 

Our available-for-sale securities as of September 30December 31 and March 31, 2021, aggregated into classes of securities, were as follows:

 

 

As of September 30, 2021

 

As of March 31, 2021

  

As of December 31, 2021

 

As of March 31, 2021

 
 

Amortized

Cost

 

Gross

Unrealized

Holding

Gains

 

Gross

Unrealized

Holding

Losses

 

Estimated

Fair

Value

 

Amortized

Cost

 

Gross

Unrealized

Holding

Gains

 

Gross

Unrealized

Holding

Losses

 

Estimated

Fair

Value

  

Amortized

Cost

 

Gross

Unrealized

Holding

Gains

 

Gross

Unrealized

Holding

Losses

 

Estimated

Fair

Value

 

Amortized

Cost

 

Gross

Unrealized

Holding

Gains

 

Gross

Unrealized

Holding

Losses

 

Estimated

Fair

Value

 

Money market funds

 $10,442,555  $0  $0  $10,442,555  $10,143,196  $0  $0  $10,143,196  $7,631,824  $0  $0  $7,631,824  $10,143,196  $0  $0  $10,143,196 

Corporate bonds

  49,163,545   1,152,671   (110,789

)

  50,205,427   53,308,105   1,570,195   (160,674

)

  54,717,626   49,106,800   772,080   (216,834)  49,662,046   53,308,105   1,570,195   (160,674

)

  54,717,626 

Total

 $59,606,100  $1,152,671  $(110,789

)

 $60,647,982  $63,451,301  $1,570,195  $(160,674

)

 $64,860,822  $56,738,624  $772,080  $(216,834) $57,293,870  $63,451,301  $1,570,195  $(160,674

)

 $64,860,822 

 

10

 

The following table shows the gross unrealized holding losses and fair value of our available-for-sale securities with unrealized holding losses, aggregated by class of securities and length of time that individual securities had been in a continuous unrealized loss position as of SeptemberDecember 31, 2021 30,2021and March 31, 2021.

 

 

Less Than 12 Months

 

12 Months or Greater

 

Total

  

Less Than 12 Months

 

12 Months or Greater

 

Total

 
 

Estimated

Fair

Value

 

Gross

Unrealized

Holding

Losses

 

Estimated

Fair

Value

 

Gross

Unrealized

Holding

Losses

 

Estimated

Fair

Value

 

Gross

Unrealized

Holding

Losses

  

Estimated

Fair

Value

 

Gross

Unrealized

Holding

Losses

 

Estimated

Fair

Value

 

Gross

Unrealized

Holding

Losses

 

Estimated

Fair

Value

 

Gross

Unrealized

Holding

Losses

 
  

As of September 30, 2021

            

As of December 31, 2021

            

Corporate bonds

 $10,306,776  $(110,789

)

 $0  $0  $10,306,776  $(110,789

)

 $10,167,905  $(216,834) $0  $0  $10,167,905  $(216,834)

Total

 $10,306,776  $(110,789

)

 $0  $0  $10,306,776  $(110,789

)

 $10,167,905  $(216,834) $0  $0  $10,167,905  $(216,834)
  

As of March 31, 2021

                        

Corporate bonds

 $10,322,539  $(160,674

)

 $0  $0  $10,322,539  $(160,674

)

 $10,322,539  $(160,674

)

 $0  $0  $10,322,539  $(160,674

)

Total

 $10,322,539  $(160,674

)

 $0  $0  $10,322,539  $(160,674

)

 $10,322,539  $(160,674

)

 $0  $0  $10,322,539  $(160,674

)

 

We did not consider any of our available-for-sale securities to be impaired as of September 30,December 31, 2021. None of the securities were impaired at acquisition, and subsequent declines in fair value are not attributed to declines in credit quality. The effects of the COVID-19 pandemic, however, have degraded outlooks for some of our marketable securities’ issuers, which could lead to credit-quality downgrades in the future. When evaluating for impairment we assess indicators that include, but are not limited to, earnings performance, changes in underlying credit ratings, market conditions, bona fide offers to purchase or sell, and ability to hold until maturity. Because we believe it is more likely than not we will recover the cost basis of our investments, we did not consider any of our marketable securities to be impaired as of September 30,December 31, 2021.

 

NOTE 6. INVENTORIES

 

Inventories are shown in the following table:

 

 

September 30,

2021

  

March 31,

2021

  

December 31,

2021

  

March 31,

2021

 

Raw materials

 $814,313  $660,678  $784,004  $660,678 

Work in process

 2,587,889  2,220,723  2,812,910  2,220,723 

Finished goods

  580,569   1,019,376   770,760   1,019,376 

Total inventories

 $3,982,771  $3,900,777  $4,367,675  $3,900,777 

 

 

NOTE 7. STOCK-BASED COMPENSATION

 

Stock-based compensation expense was $56,999$8,799 for the secondthird quarter of fiscal 2022, $34,315$4,275 for the secondthird quarter of fiscal 2021, $64,237$73,036 for the first sixnine months of fiscal 2022, and $37,022$41,297 for the first sixnine months of fiscal 2021. We calculate the share-based compensation expense using the Black-Scholes standard option-pricing model. 

 

 

NOTE 8. INCOME TAXES

 

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

 

We had no0 unrecognized tax benefits as of September 30,December 31, 2021, and we do not expect any significant unrecognized tax benefits within 12 months of the reporting date. We recognize interest and penalties related to income tax matters in income tax expense. As of September 30,December 31, 2021 we had no0 accrued interest related to uncertain tax positions. The tax years 2016 through 2020 remain open to examination by the major taxing jurisdictions to which we are subject. 

 

11

 

 

NOTE 9. LEASES

 

We conduct our operations in a leased facility under a non-cancellable lease expiring March 31, 2026. Our lease does not provide an implicit rate, so we used our incremental borrowing rate to determine the present value of lease payments. Lease expense is recognized on a straight-line basis over the lease term. Variable lease costs consist primarily of common area maintenance and real estate taxes which are paid based on actual costs incurred by the lessor. Details of our operating lease are as follows: 

 

 Quarter Ended
Sept. 30, 2021
  Six Months Ended
Sept. 30, 2021
  Quarter Ended
Dec. 31, 2021
  Nine Months Ended
Dec. 31, 2021
 
Operating lease cost $42,515  $85,030  $42,516  $127,546 
Variable lease cost  31,029   62,058   31,029   93,087 
Total $73,544  $147,088  $73,545  $220,633 
  
Cash paid for amounts included in the measurement of lease liabilities  
Operating cash flows for leases $37,962  $75,924  $37,962  $113,886 
Remaining lease term 54 months    51 months   
Discount rate 3.5%    3.5%   

 

 The following table presents the maturities of lease liabilities as of September 30,December 31, 2021:

 

Year Ending March 31 Operating Leases  Operating Leases 
2022 76,779  38,817 
2023 156,121  156,121 
2024 159,592  159,592 
2025 163,224  163,224 
2026 165,947   165,947 
Total lease payments  721,663   683,701 
Imputed lease interest  (53,735)  (48,096)
Total lease liabilities $667,928  $635,605 

 

 

NOTE 10. STOCK REPURCHASE PROGRAM

 

On January 21, 2009 we announced that our Board of Directors authorized the repurchase of up to $2,500,000 of our Common Stock from time to time in open market, block, or privately negotiated transactions. The timing and extent of any repurchases depends on market conditions, the trading price of the company’s stock, and other factors, and subject to the restrictions relating to volume, price, and timing under applicable law. On August 27, 2015, we announced that our Board of Directors authorized up to $5,000,000 of additional repurchases. Our repurchase program does not have an expiration date and does not obligate us to purchase any shares. The Program may be modified or discontinued at any time without notice. We intend to finance any stock repurchases with cash provided by operating activities or maturating marketable securities. The remaining authorization was $3,762,040 as of September 30,December 31, 2021. We didhave not repurchaserepurchased any of our Common Stock during the first or second quarter of fiscal 2022. 

 

 

NOTE 11. INFORMATION AS TO EMPLOYEE STOCK PURCHASE, SAVINGS, AND SIMILAR PLANS

 

All of our employees are eligible to participate in our 401(k) savings plan the first quarter after reaching age 21. Employees may contribute up to the Internal Revenue Code maximum. We make matching contributions of 100% of the first 3% of participants’ salary deferral contributions. Our matching contributions were $26,831 for$21,579 for the secondthird quarter of fiscal 2022, $21,275$22,571 for the secondthird quarter of fiscal 2021,2021, $55,415$76,995 for the first sixnine months of fiscal 2022, and $46,656$69,227 for the first sixnine months of fiscal 2021.

 

 

NOTE 12. SUBSEQUENT EVENTS

 

On October 20, 2021January 19, 2022 we announced that our Board had declared a quarterly cash dividend of $1.00 per share of Common Stock to be paid November 30, 2021February 28, 2022 to shareholders of record as of the close of business November 1, 2021January 31, 2022.

 

12

 

 

Item 2. ManagementsManagement’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Forward-looking statements

 

Some of the statements made in this Report or in the documents incorporated by reference in this Report and in other materials filed or to be filed by us with the Securities and Exchange Commission (“SEC”) as well as information included in verbal or written statements made by us constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are subject to the safe harbor provisions of the reform act. Forward-looking statements may be identified by the use of the terminology such as may, will, expect, anticipate, intend, believe, estimate, should, or continue, or the negatives of these terms or other variations on these words or comparable terminology. To the extent that this Report contains forward-looking statements regarding the financial condition, operating results, business prospects or any other aspect of NVE, you should be aware that our actual financial condition, operating results and business performance may differ materially from that projected or estimated by us in the forward-looking statements. We have attempted to identify, in context, some of the factors that we currently believe may cause actual future experience and results to differ from their current expectations. These differences may be caused by a variety of factors, including but not limited to risks related to our reliance on several large customers for a significant percentage of revenue, our dependence on critical suppliers and packaging vendors, uncertainties related to the economic environments in the industries we serve, uncertainties related to future sales and revenues, risks and uncertainties related to future stock repurchases and dividend payments, and other specific risks that may be alluded to in this Report or in the documents incorporated by reference in this Report.

 

Further information regarding our risks and uncertainties are contained in Part I, Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year ended March 31, 2021 as updated in Item 1A of this report.

 

General

 

NVE Corporation, referred to as NVE, we, us, or our, develops and sells devices that use spintronics, a nanotechnology that relies on electron spin rather than electron charge to acquire, store and transmit information. We manufacture high-performance spintronic products including sensors and couplers that are used to acquire and transmit data.

 

Critical accounting policies

 

A description of our critical accounting policies is provided in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended March 31, 2021. As of September 30,December 31, 2021 our critical accounting policies and estimates continued to include investment valuation, inventory valuation, and deferred tax assets estimation.

 

13

 

Quarter ended September30,December 31, 2021 compared to quarter ended September30,December 31, 2020

 

The table shown below summarizes the percentage of revenue and quarter-to-quarter changes for various items:

 

 

Percentage of Revenue

Quarter Ended September 30

 

Quarter-

to-Quarter

  

Percentage of Revenue

Quarter Ended December 31

 

Quarter-

to-Quarter

 
 

2021

 

2020

 

Change

  

2021

 

2020

 

Change

 

Revenue

            

Product sales

 97.2

%

 94.9

%

 59.5

%

  94.1

%

 96.9

%

  (6.6)

%

Contract research and development

  2.8

%

  5.1

%

 (12.7

)%

   5.9

%

   3.1

%

  86.1

%

Total revenue

 100.0

%

 100.0

%

 55.8

%

 100.0

%

 100.0

%

  (3.7)

%

Cost of sales

  22.6

%

  21.5

%

 64.0

%

   22.0

%

   16.5

%

  28.8

%

Gross profit

 77.4

%

 78.5

%

 53.5

%

  78.0

%

  83.5

%

  (10.1)

%

Expenses

  

Research and development

 10.4

%

 18.6

%

 (13.2

)%

  9.5

%

 10.7

%

  (15.1)

%

Selling, general, and administrative

  7.1

%

  8.2

%

 34.9

%

   4.3

%

   4.8

%

  (12.6)

%

Total expenses

  17.5

%

  26.8

%

 1.4

%

   13.8

%

   15.5

%

  (14.3)

%

Income from operations

 59.9

%

 51.7

%

 80.5

%

  64.2

%

  68.0

%

  (9.2)

%

Interest income

  4.3

%

  9.2

%

 (26.5

)%

   4.5

%

   5.6

%

  (22.3)

%

Income before taxes

 64.2

%

 60.9

%

 64.4

%

  68.7

%

  73.6

%

  (10.2)

%

Provision for income taxes

  10.8

%

  10.2

%

 65.7

%

   13.6

%

   13.5

%

  (3.3)

%

Net income

  53.4

%

  50.7

%

 64.1

%

   55.1

%

  60.1

%

  (11.7)

%

 

Total revenue for the quarter ended September 30,December 31, 2021 (the secondthird quarter of fiscal 2022) increased 56%decreased 4% compared to the quarter ended September 30,December 31, 2020 (the secondthird quarter of fiscal 2021). The increasedecrease was due to a 59% increase7% decrease in product sales partially offset by a 13% decreasean 86% increase in contract research and development revenue.

 

The increasedecrease in product sales in the secondthird quarter of fiscal 2022 from the prior-year quarter was primarily due to increased purchases by existing customers,raw materials shortages and sales increased in most of our marketslonger lead-times for critical materials and product lines.services. The decreaseincrease in contract research and development revenue was due to the completion of certainnew contracts.

 

Gross profit as a percentage of revenue decreased to 77%78% the secondthird quarter of fiscal 2022 from 79%84% the secondthird quarter of fiscal 2021 primarily due to revenue mix.mix and increased costs.

 

Total expenses increased 1%decreased 14% in the secondthird quarter of fiscal 2022 compared to the secondthird quarter of fiscal 2021 due to a 35% increase15% decrease in research and development expense and a 13% decrease in selling, general, and administrative expense, partially offset by an 13% decrease in research and development expense. The increase in selling, general, and administrative expense was primarily due to increased employee compensation expense. The decrease in research and development expense was primarily due to staffing changes and the completion of certain product development activities. The decrease in selling, general, and administrative expense was primarily due to staffing changes.

 

Interest income for the secondthird quarter of fiscal 2022 decreased 27%22% due to a decrease in our available-for-sale securities and a decrease in the average interest rates on those securities.

 

The 64% increase12% decrease in net income in the secondthird quarter of fiscal 2022 compared to the prior-year quarter was primarily due to an increase in product sales.decreased revenue, decreased gross margin, and decreased interest income partially offset by decreased expenses. 

 

14

 

Six MonthsNine months ended September 30,December 31, 2021 compared to six Monthsnine months ended September 30,December 31, 2020

 

The table shown below summarizes the percentage of revenue and quarter-to-quarter changes for various items:

 

 

Percentage of Revenue

Six Months Ended Sep. 30

 

Period-

to-Period

  

Percentage of Revenue

Nine Months Ended December 31

 

Period-

to-Period

 
 

2021

 

2020

 

Change

  

2021

 

2020

 

Change

 

Revenue

            

Product sales

 97.2

%

 95.0

%

 59.5

%

  96.2

%

 95.8

%

  31.3

%

Contract research and development

  2.8

%

  5.0

%

 (13.1

)%

   3.8

%

   4.2

%

  17.4

%

Total revenue

 100.0

%

 100.0

%

 55.8

%

 100.0

%

  100.0

%

  30.7

%

Cost of sales

  23.7

%

  19.8

%

 86.4

%

   23.2

%

  18.4

%

  64.7

%

Gross profit

 76.3

%

 80.2

%

 48.3

%

  76.8

%

 81.6

%

  23.1

%

Expenses

  

Research and development

 10.9

%

 18.9

%

 (10.7

)%

  10.4

%

 15.5

%

  (11.9)

%

Selling, general, and administrative

  6.8

%

  8.0

%

 33.2

%

   6.0

%

   6.6 

%

  19.3

%

Total expenses

  17.7

%

  26.9

%

 2.3

%

   16.4

%

   22.1

%

  (2.6)

%

Income from operations

 58.6

%

 53.3

%

 71.4

%

  60.4

%

  59.5

%

  32.6

%

Interest income

  4.2

%

  8.9

%

 (27.0

)%

   4.2

%

   7.5

%

  (25.5)

%

Income before taxes

 62.8

%

 62.2

%

 57.3

%

 64.6

%

 67.0

%

  26.1

%

Provision for income taxes

  11.1

%

  10.5

%

 64.0

%

   11.8

%

  11.8

%

  31.5

%

Net income

  51.7

%

  51.7

%

 55.9

%

   52.8

%

  55.2

%

  24.9

%

 

Total revenue for the sixnine months ended September 30,December 31, 2021 increased 56%31% compared to the sixnine months ended September 30,December 31, 2020. The increase was due to a 59%31% increase in product sales partially offset byand a 13% decrease17% increase in contract research and development revenue.

 

The increase in product sales from the prior-year period was primarily due to increased purchases by existing customers, and sales increased in most of our markets and product lines. The decreaseincrease in contract research and development revenue was due to the completion of certainnew contracts.

 

Gross profit as a percentage of revenue decreased to 76%77% for the first sixnine months of fiscal 2022 from 80%82% for the first sixnine months of fiscal 2021 primarily due to revenue mix.mix and increased costs.

 

Total expenses increased 2%decreased 3% for the first sixnine months of fiscal 2022 compared to the first sixnine months of fiscal 2021 due to a 33%12% decrease in research and development expense, partially offset by a 19% increase in selling, general, and administrative expense, partially offset by an 11% decrease in research and development expense. The increase in selling, general, and administrative expense was primarily due to increased employee compensation expense. The decrease in research and development expense was primarily due to staffing changes and the completion of certain product development activities. The increase in selling, general, and administrative expense was primarily due to increased employee compensation expense.

 

Interest income for the first sixnine months of fiscal 2022 decreased 27%26% due to a decrease in our available-for-sale securities and a decrease in the average interest rates on those securities.

 

The 56%25% increase in net income in the first sixnine months of fiscal 2022 compared to the prior-year quarterperiod was primarily due to an increase in product sales.

 

The Impact of the COVID-19 Pandemic

 

We believe the impact of the COVID-19 pandemic on total revenue and net incomecustomer demand was significantly less in the quarter and sixnine months ended September 30,December 31, 2021 compared to the prior-year periods. We believe the impact of the pandemic on our supply chain, however, was significantly more in the quarter and nine months ended December 31, 2021 than in the prior-year periods. The effects of the pandemic also increased labor and materials costs and expenses for the quarter and nine months ended December 31, 2021.

 

15

Liquidity and Capital Resources

 

Overview

 

Cash and cash equivalents were $11,145,156$8,967,657 as of September 30,December 31, 2021 compared to $10,427,340 as of March 31, 2021. The $717,816 increase$1,459,683 decrease in cash and cash equivalents during first sixnine months of fiscal 2022 was due to $6,458,196$14,499,696 of cash used in financing activities partially offset by $9,098,330 in net cash provided by operating activities and $3,926,084$3,941,683 of cash provided by investing activities, partially offset by $9,666,464 of cash used in financing activities.

 

Operating Activities

 

Net cash provided by operating activities related to product sales and research and development contract revenue as our primary source of working capital for the current and prior year quarters. Net cash provided by operating activities was $6,458,196 $9,098,330 for first sixnine months of fiscal 2022 and $5,540,971$8,531,068 for the first sixnine months of fiscal 2021.

 

Accounts receivable increased by $911,821$1,073,922 during first sixnine months of fiscal 2022 primarily due to the timing of sales to and payments from customers.

 

Prepaid expenses and other assets increased by $298,099$435,067 due to the timing of estimated tax payments.
 

Inventories increased $466,898 due primarily to our decisions to increase work in process in order to mitigate longer vendor lead-times.

 

Investing Activities

 

Cash used inprovided by investing activities during the sixnine months ended September 30,December 31, 2021 consisted of $73,916 in capital expenditures offset by $4,000,000 in proceeds from maturities of marketable securities.securities, partially offset by $58,317 in capital expenditures. Capital expenditures can vary from quarter to quarter depending on our needs and equipment purchasing opportunities. We have ordered several pieces of production equipment to increase our capacity. Therefore, we currently planexpect significantly more capital expenditures during fiscal 2022 than the $62,727 we invested in fiscal 2021.

 

Financing Activities

 

Cash used in financing activities during the sixnine months ended September 30,December 31, 2021 consisted of $9,666,464$14,499,696 of cash dividends paid to shareholders. In addition to cash dividends to shareholders paid in first sixnine months of fiscal 2022, on October 20, 2021January 19, 2022 we announced that our Board had declared a cash dividend of $1.00 per share of Common Stock, or $4,833,232$4,833,714 based on shares outstanding as of October 15, 2021,January 14, 2022, to be paid November 30, 2021.February 28, 2022. We plan to fund dividends through cash provided by operating activities and proceeds from maturities of marketable securities. All future dividends will be subject to Board approval and subject to the company’s results of operations, cash and marketable security balances, estimates of future cash requirements, and other factors the Board may deem relevant. Furthermore, dividends may be modified or discontinued at any time without notice.

 

We currently believe our working capital and cash generated from operations will be adequate for our needs at least for the next 12 months.

 

16

 

Item 4. Controls and Procedures.

 

Disclosure Controls and Procedures

 

Management, with the participation of the Chief Executive Officer and Principal Financial Officer, has performed an evaluation of our disclosure controls and procedures that are defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”) as of the end of the period covered by this Report. This evaluation included consideration of the controls, processes, and procedures that are designed to ensure that information required to be disclosed by us in the reports we file under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Based on such evaluation,Although there have been changes in personnel involved in our Chief Executive Officercontrols, processes, and Principal Financial Officerprocedures, our management concluded that, as September 30,of December 31, 2021, our disclosure controls and procedures were effective.

 

Changes in Internal Controls

 

During the quarter ended September 30,December 31, 2021, there was no change in our internal control over financial reporting that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

PART IIOTHER INFORMATION

 

Item 1. Legal Proceedings.

 

In the ordinary course of business we may become involved in litigation. At this time we are not aware of any material pending or threatened legal proceedings or other proceedings contemplated by governmental authorities that we expect would have a material adverse impact on our future results of operation and financial condition.

 

Item 1A. Risk Factors.

 

There have been no material changes from the risk factors disclosed in our Annual Report on Form 10-K for the fiscal year ended March 31, 2021 except the following risk factor is replacedas updated in its entirety by the following to reflect new COVID-19 related restrictionsour Quarterly Report on certain packaging vendors:

The loss of supply from any of our packaging vendors could impact our ability to produce and deliver products and cause loss of revenue.

We are dependent on our packaging vendors. Because of the unique materials our products use, the complexity of some of our products, unique magnetic requirements, and high isolation voltage specifications, many of our products are more challenging to package than conventional integrated circuits. Some of our products use processes or tooling unique to a particular packaging vendor, and it might be expensive, time-consuming, or impractical to convert to another vendor in the event of a supply interruption due to vendors’ business decisions, business condition, or acts of God, including floods, typhoons, earthquakes, or pandemics. Lead-times for packaging services have increased during the COVID-19 pandemic and there have been shortages of raw materials and equipment our packaging vendors need for their process. Government lockdown restrictions, labor shortages, and raw-material shortages have reduced our vendors’ capacity and increased their lead-times. These conditions could continue, worsen, or recur. Additionally, certain of our packaging vendors are in flood-susceptible areas. Flooding risks to such vendors may increase in the future due to possible higher ocean levels, extreme weather, and other potential effects of climate change. We have alternate vendors or potential alternate vendorsForm 10-Q for the majority of our products, but it can be expensive, time-consuming,quarters ended June 30, 2021 and technically challenging to convert to alternate vendors. Furthermore, we may not be able to recover work in process or finished goods at a packaging vendor in the event of a disruption. Supply delays, interruptions, or loss of inventory could seriously jeopardize our ability to provide products that are critical to our business and operations and may cause us to lose revenue.September 30, 2021.

 

Item 4. Mine Safety Disclosures.

Not applicable.


None.
 

17

 

Item 6. Exhibits. 

 

Exhibit #

Description

31.131

Certification by Daniel A. Baker pursuant to Rule 13a-14(a)/15d-14(a).

31.2

Certification by Jon J. Larson pursuant to Rule 13a-14(a)/15d-14(a).

  

32

Certification by Daniel A. Baker and Jon J. Larson pursuant to 18 U.S.C. Section 1350.

  

101.INS

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

  

101.SCH     

Inline XBRL Taxonomy Extension Schema Document

  

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

  

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

  

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

  

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

  

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

18

 

SIGNATURES

 

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

 

  

NVE CORPORATION

 
  

 (Registrant)

 
  
  

October 20, 2021January 19, 2022

 

/s/ DANIEL A. BAKER 

 

Date

 

Daniel A. Baker

 
  

President, and
Chief Executive Officer,
and Principal Financial
Officer

 
  
  

October 20, 2021

 

/s/ JON J. LARSON

Date

Jon J. Larson

 
  

Corporate Controller and
Principal Financial Officer

 

 

19