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   December 31, 20212022

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

Picture

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.)

1140911409 Valley View Road, Eden Prairie, Minnesota

55344

(Address of principal executive offices)

(Zip Code)

(952) (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 – 4,833,7144,830,826 shares outstanding as of January 14, 202220, 2023


 


 

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 December 31, 20212022 and 20202021

Statements of Comprehensive Income for the Quarters Ended December 31, 20212022 and 20202021

Statements of Income for the Nine Months Ended December 31, 20212022 and 20202021

Statements of Comprehensive Income for the Nine Months Ended December 31, 20212022 and 20202021

Statements of Shareholders’ Equity for the PeriodNine Months Ended December 31, 20212022

Statements of Shareholders’ Equity for the PeriodNine Months Ended December 31, 20202021

Statements of Cash Flows for the Nine Months Ended December 31, 2022 and 2021

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

SIGNATURES


 

2

Table of Contents

 

PART IFINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

NVE CORPORATION

BALANCE SHEETS

 

(Unaudited)

December 31, 2021

 

March 31,

2021*

 

 

(Unaudited)

December 31, 2022

 

March 31, 2022*

 

ASSETS

 

 

Current assets

 

 

Cash and cash equivalents

 $8,967,657  $10,427,340 

 

$

2,029,714

 

 

$

10,449,510

 

Marketable securities, short-term

 22,482,494  7,678,957 

 

10,337,621

 

 

20,839,683

 

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

 3,038,203  1,964,281 

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

 

2,097,274

 

 

4,704,829

 

Inventories

 4,367,675  3,900,777 

 

6,459,227

 

 

5,088,635

 

Prepaid expenses and other assets

  921,846   391,278 

 

 

924,161

 

 

420,520

 

Total current assets

  39,777,875   24,362,633 

 

 

21,847,997

 

 

41,503,177

 

Fixed assets

 

 

Machinery and equipment

 9,312,982  9,254,664 

 

10,486,161

 

 

9,739,244

 

Leasehold improvements

  1,810,872   1,810,872 

 

 

1,926,334

 

 

1,810,872

 

 11,123,854  11,065,536 

 

12,412,495

 

11,550,116

 

Less accumulated depreciation and amortization

  10,886,378   10,728,853 

 

 

11,018,857

 

 

10,943,731

 

Net fixed assets

 237,476  336,683 

 

1,393,638

 

 

606,385

 

Deferred tax assets

 260,134  73,538 

 

862,424

 

 

483,469

 

Marketable securities, long-term

 27,179,552  47,038,669 

 

41,167,242

 

 

24,314,211

 

Right-of-use asset – operating lease

  593,715   689,216 

 

 

459,032

 

 

560,250

 

Total assets

 $68,048,752  $72,500,739 

 

$

65,730,333

 

$

67,467,492

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

Current liabilities

 

 

Accounts payable

 $111,243  $336,591 

 

$

470,929

 

 

$

943,535

 

Accrued payroll and other

 812,502  540,474 

 

1,245,390

 

 

1,356,689

 

Operating lease

  152,807   150,273 

 

 

161,271

 

 

156,121

 

Total current liabilities

 1,076,552  1,027,338 

 

1,877,590

 

 

2,456,345

 

Operating lease

  482,798   581,459 

 

 

397,303

 

 

446,018

 

Total liabilities

 1,559,350  1,608,797 

 

2,274,893

 

2,902,363

 

 

 

Shareholders’ equity

 

 

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 

Common stock, $0.01 par value, 6,000,000 shares authorized; 4,830,826 issued and outstanding as of December 31 and March 31, 2022

 

48,308

 

 

48,308

 

Additional paid-in capital

 19,411,158  19,338,127 

 

19,310,703

 

 

19,256,485

 

Accumulated other comprehensive income

 433,759  1,101,119 

Accumulated other comprehensive loss

 

(1,451,362

)

 

(318,120

)

Retained earnings

  46,596,148   50,404,364 

 

 

45,547,791

 

 

45,578,456

 

Total shareholders’ equity

  66,489,402   70,891,942 

 

 

63,455,440

 

 

64,565,129

 

Total liabilities and shareholders’ equity

 $68,048,752  $72,500,739 

 

$

65,730,333

 

$

67,467,492

 

 

*The March 31, 20212022 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, 2021.2022.

 

See accompanying notes.

 

3

Table of Contents

 

NVE CORPORATION

STATEMENTS OF INCOME

(Unaudited)

 

 

Quarter Ended December 31

 

 

Quarter Ended December 31,

 

 

2021

 

2020

 

 

2022

 

2021

 

Revenue

    

 

 

 

 

Product sales

 $5,916,790  $6,332,349 

 

$

7,200,385

 

 

$

5,916,790

 

Contract research and development

  374,019   201,013 

 

 

201,293

 

 

374,019

 

Total revenue

 6,290,809  6,533,362 

 

7,401,678

 

 

6,290,809

 

Cost of sales

  1,385,006   1,075,048 

 

 

1,478,372

 

 

1,385,006

 

Gross profit

 4,905,803  5,458,314 

 

5,923,306

 

 

4,905,803

 

Expenses

    

 

 

 

 

Research and development

 596,492  702,216 

 

700,609

 

 

596,492

 

Selling, general, and administrative

  272,159   311,356 

 

 

403,449

 

 

272,159

 

Total expenses

  868,651   1,013,572 

 

 

1,104,058

 

 

868,651

 

Income from operations

 4,037,152  4,444,742 

 

4,819,248

 

 

4,037,152

 

Interest income

  283,940   365,498 

 

 

406,092

 

 

283,940

 

Income before taxes

 4,321,092  4,810,240 

 

5,225,340

 

 

4,321,092

 

Provision for income taxes

  855,685   884,531 

 

 

994,016

 

 

855,685

 

Net income

 $3,465,407  $3,925,709 

 

$

4,231,324

 

$

3,465,407

 

Net income per share – basic

 $0.72  $0.81 

 

$

0.88

 

$

0.72

 

Net income per share – diluted

 $0.72  $0.81 

 

$

0.88

 

$

0.72

 

Cash dividends declared per common share

 $1.00  $1.00 

 

$

1.00

 

$

1.00

 

Weighted average shares outstanding

    

 

 

 

 

Basic

 4,833,604  4,833,232 

 

4,830,826

 

 

4,833,604

 

Diluted

 4,835,770  4,833,261 

 

4,832,368

 

 

4,835,770

 

 

STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

 

 

Quarter Ended December 31

 

 

Quarter Ended December 31,

 

 

2021

 

2020

 

 

2022

 

2021

 

Net income

 $3,465,407  $3,925,709 

 

$

4,231,324

 

 

$

3,465,407

 

Unrealized loss from marketable securities, net of tax

  (380,161)  (145,452)

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

 

 

332,673

 

 

(380,161

)

Comprehensive income

 $3,085,246  $3,780,257 

 

$

4,563,997

 

$

3,085,246

 

 

See accompanying notes.

 

4

Table of Contents

 

NVE CORPORATION

STATEMENTS OF INCOME

(Unaudited)

 

 

Nine Months Ended December 31

 

Nine Months Ended December 31,

 

2021

 

2020

 

2022

 

2021

Revenue

    

 

Product sales

 $19,500,567  $14,850,157 

$

24,787,885

 

$

19,500,567

Contract research and development

  766,866   653,252 

 

668,024

 

 

766,866

Total revenue

 20,267,433  15,503,409 

 

25,455,909

 

20,267,433

Cost of sales

  4,698,720   2,852,757 

 

5,533,000

 

 

4,698,720

Gross profit

 15,568,713  12,650,652 

 

19,922,909

 

15,568,713

Expenses

    

 

Research and development

 2,112,630  2,399,164 

 

1,972,505

 

2,112,630

Selling, general, and administrative

  1,221,893   1,024,549 

 

1,210,395

 

 

1,221,893

Total expenses

  3,334,523   3,423,713 

 

3,182,900

 

 

3,334,523

Income from operations

 12,234,190  9,226,939 

 

16,740,009

 

12,234,190

Interest income

  868,519   1,166,102 

 

1,040,528

 

 

868,519

Income before taxes

 13,102,709  10,393,041 

 

17,780,537

 

13,102,709

Provision for income taxes

  2,411,228   1,833,127 

 

3,318,723

 

 

2,411,228

Net income

 $10,691,481  $8,559,914 

$

14,461,814

 

$

10,691,481

Net income per share – basic

 $2.21  $1.77 

$

2.99

 

$

2.21

Net income per share – diluted

 $2.21  $1.77 

$

2.99

 

$

2.21

Cash dividends declared per common share

 $3.00  $3.00 

$

3.00

 

$

3.00

Weighted average shares outstanding

    

 

Basic

 4,833,356  4,834,324 

 

4,830,826

 

4,833,356

Diluted

 4,835,781  4,834,411 

 

4,831,168

 

4,835,781

 

STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

 

 

Nine Months Ended December 31

 

 

Nine Months Ended December 31,

 

 

2021

 

2020

 

 

2022

 

2021

 

Net income

 $10,691,481  $8,559,914 

 

$

14,461,814

 

 

$

10,691,481

 

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

  (667,361)  966,886 

Unrealized loss from marketable securities, net of tax

 

 

(1,133,242

)

 

 

(667,361

)

Comprehensive income

 $10,024,120  $9,526,800 

 

$

13,328,572

 

$

10,024,120

 

 

See accompanying notes.

 

5


 

Table of Contents

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 (Loss)

 

 

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 

Balance as of March 31, 2022

 

4,830,826

 

$

48,308

 

$

19,256,485

 

$

(318,120

)

 

$

45,578,456

 

$

64,565,129

 

Comprehensive income:

 

 

Unrealized loss on marketable securities, net of tax

        (90,165

)

    (90,165

)

 

(338,553

)

 

(338,553

)

Net income

          3,579,566   3,579,566 

 

4,140,116

 

 

4,140,116

 

Total comprehensive income

            3,489,401 

 

 

3,801,563

 

Stock-based compensation

      7,238       7,238 

 

7,134

 

7,134

 

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 

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

 

 

 

 

 

 

 

 

 

 

(4,830,826

)

 

 

(4,830,826

)

Balance as of June 30, 2022

 

 

4,830,826

 

 

48,308

 

 

19,263,619

 

 

(656,673

)

 

 

44,887,746

 

 

63,543,000

 

Comprehensive income:

 

 

Unrealized loss on marketable securities, net of tax

   0 0  (197,034) 0  (197,034)

 

(1,127,362

)

 

 

 

(1,127,362

)

Net income

   0 0 0  3,646,507   3,646,507 

 

 

 

 

6,090,373

 

6,090,373

 

Total comprehensive income

   0 0 0 0  3,449,473 

 

4,963,011

 

Stock-based compensation

   0  56,999  0 0  56,999 

 

39,951

 

39,951

 

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 
Exercise of stock options 482  5 (5) 0 0 0

-

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(4,830,826

)

 

 

(4,830,826

)

Balance as of September 30, 2022

 

 

4,830,826

 

 

 

48,308

 

 

19,303,570

 

 

(1,784,035

)

 

 

46,147,293

 

 

63,715,136

 

Comprehensive income:              

 

Unrealized loss on marketable securities, net of tax    0 0 (380,161) 0 (380,161)

Unrealized gain on marketable securities, net of tax

 

 

 

 

 

 

 

 

 

332,673

 

 

 

 

 

 

332,673

 

Net income    0 0 0 3,465,407   3,465,407 

 

 

 

 

 

 

 

 

 

 

 

4,231,324

 

 

 

4,231,324

 

Total comprehensive income    0 0 0 0 3,085,246 

 

 

 

 

 

 

 

 

 

 

 

 

 

4,563,997

 

Stock-based compensation    0 8,799 0 0 8,799 

 

 

 

 

 

 

 

7,133

 

 

 

 

 

 

 

 

7,133

 

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 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(4,830,826

)

 

 

(4,830,826

)

Balance as of December 31, 2022

 

 

4,830,826

 

 

$

48,308

 

 

$

19,310,703

 

 

$

(1,451,362

)

 

$

45,547,791

 

 

$

63,455,440

 

 

See accompanying notes. 

 

6

Table of Contents

 

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 (Loss)

 

 

Earnings

 

 

Total

 

Balance as of March 31, 2020

 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 

Net income

   0 0 0  2,411,865   2,411,865 

Total comprehensive income

   0 0 0 0  3,654,527 

Stock-based compensation

   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

)

Balance as of June 30, 2020

  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

)

Balance as of March 31, 2021

 

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

   0 0  (130,324

)

    (130,324

)

 

 

 

 

 

 

 

 

 

(90,165

)

 

 

 

 

 

(90,165

)

Net income

   0 0 0  2,222,340   2,222,340 

 

 

 

 

 

 

 

 

 

 

 

3,579,566

 

 

 

3,579,566

 

Total comprehensive income

            2,092,016 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,489,401

 

Stock-based compensation

      34,315       34,315 

 

 

 

 

 

 

 

7,238

 

 

 

 

 

 

 

 

7,238

 

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 

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

 

Comprehensive income: 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized loss on marketable securities, net of tax   0 0 (145,452) 0 (145,452)

 

 

 

 

 

 

 

 

 

 

(197,034

)

 

 

 

 

 

(197,034

)

Net income   0 0 0 3,925,709   3,925,709 

 

 

 

 

 

 

 

 

 

 

 

 

3,646,507 

 

 

 

3,646,507

 

Total comprehensive income   0 0 0 0 3,780,257 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,449,473

 

Stock-based compensation   0 4,275 0 0 4,275 

 

 

 

 

 

 

 

56,999

 

 

 

 

 

 

 

 

56,999

 

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 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(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

 

Exercise of stock options

 

482

 

5

 

 

 

(5

)

 

 

 

 

 

 

 

 

-

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized loss on marketable securities, net of tax

 

 

 

 

 

 

 

 

 

 

(380,161

)

 

 

 

 

 

(380,161

)

Net income

 

 

 

 

 

 

 

 

 

 

 

 

3,465,407

 

 

 

3,465,407

 

Total comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,085,246

 

Stock-based compensation

 

 

 

 

 

 

 

8,799

 

 

 

 

 

 

 

 

8,799

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(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. 

 

7

Table of Contents

 

NVE CORPORATION

STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

Nine Months Ended December 31

 

 

Nine Months Ended December 31,

 

 

2021

  

2020

 

 

2022

 

 

2021

 

OPERATING ACTIVITIES

 

 

Net income

 $10,691,481  $8,559,914 

 

$

14,461,814

 

 

$

10,691,481

 

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

 

 

Depreciation and amortization

 358,828  386,968 

 

 

187,781

 

 

 

358,828

 

Stock-based compensation

 73,036  41,297 

 

 

54,218

 

 

 

73,036

 

Deferred income taxes

 319  (73,269)

 

 

(61,972

 

 

319

 

Changes in operating assets and liabilities:

 

 

Accounts receivable

 (1,073,922) (467,290)

 

 

2,607,555

 

 

 

(1,073,922

)

Inventories

 (466,898) 41,973 

 

 

(1,370,592

)

 

 

(466,898

)

Prepaid expenses and other assets

 (435,067) 181,557 

 

 

(502,423

)

 

 

(435,067

)

Accounts payable and other liabilities

  (49,447)  (140,082)

Accounts payable and accrued expenses

 

 

(627,470

 

 

(49,447

)

Net cash provided by operating activities

  9,098,330   8,531,068 

 

 

14,748,911

 

 

 

9,098,330

 

 

 

INVESTING ACTIVITIES

 

 

 

Purchases of fixed assets

 (58,317) 0(13,627)

 

 

(907,612

)

 

 

(58,317

)

Purchases of marketable securities

 

 

(26,618,617

)

 

 

-

 

Proceeds from maturities of marketable securities

  4,000,000   12,000,000 

 

 

18,750,000

 

 

 

4,000,000

 

Cash provided by investing activities

  3,941,683   11,986,373 

Receipt of tenant improvement allowance

 

 

100,000

 

 

 

-

 

Net cash provided (used) by investing activities

 

 

(8,676,229)

 

 

 

3,941,683

 

 

 

FINANCING ACTIVITIES

 

 

Repurchase of common stock  0   (91,419)

Payment of dividends to shareholders

  (14,499,696)  (14,503,308)

 

 

(14,492,478

)

 

 

(14,499,696

)

Cash used in financing activities

  (14,499,696)  (14,594,727)

 

 

(14,492,478

)

 

 

(14,499,696

)

(Decrease) increase in cash and cash equivalents

 (1,459,683) 5,922,714 

Decrease in cash and cash equivalents

 

 

(8,419,796

)

 

 

(1,459,683

)

 

 

Cash and cash equivalents at beginning of period

  10,427,340   8,065,594 

 

 

10,449,510

 

 

 

10,427,340

 

 

 

Cash and cash equivalents at end of period

 $8,967,657  $13,988,308 

 

$

2,029,714

 

 

$

8,967,657

 

 

 

Supplemental disclosures of cash flow information:

 

 

Cash paid during the period for income taxes

 $2,490,000  $1,636,788 

 

$

4,130,278

 

 

$

2,490,000

 

 

See accompanying notes. 

 

8

Table of Contents

 

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-K10-K for the fiscal year ended March 31, 2021. 2022. The results of operations for the quarter and nine months ended December 31, 2021 2022 are not necessarily indicative of the results that may be expected for the full fiscal year ending March 31, 2022.

2023.

 

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-K10-K for the year ended March 31, 2021. 2022. As of December 31, 2021, 2022, there were no changes to our significant accounting policies.

 

NOTE 3. RECENTLY ISSUED ACCOUNTING STANDARDS

Recently Adopted Accounting Standard

In December 2019, May 2021, 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, 2021-04, Earnings Per Share (Topic 260)260), DebtDebt—Modifications and Extinguishments (Subtopic 470-50)470-50), CompensationCompensation—Stock Compensation (Topic 718)718), and Derivatives and HedgingHedging—Contracts in EntitysEntity’s Own Equity (Subtopic 815-40) Issuers815-40) Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. ASU 2021-042021-04 addresses issuer’sissuers’ accounting for certain modifications or exchanges of freestanding equity-classified written call options. We adopted ASU 2021-042021-04 beginning with the quarter ended June 30, 2022. The adoption had no material impact on our financial statements.
 

New Accounting Standard Not Yet Adopted

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326), Measurement of Credit Losses on Financial Statements. ASU 2016-13 requires a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. In November 2018 the FASB issued ASU No. 2018-19, Codification Improvements to Topic326, Financial Instruments-Credit Losses, which clarifies codification and corrects unintended application of the guidance, and in November 2019, the FASB issued ASU No. 2019-11, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, which clarifies or addresses specific issues about certain aspects of ASU 2016-13. In November 2019 the FASB issued ASU No. 2019-10, Financial InstrumentsCredit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates, and in February 2020 the FASB issued ASU No. 2020-02, Financial InstrumentsCredit Losses (Topic326) and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No.119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842), both of which delay the effective date of ASU 2016-13 by three years for certain Smaller Reporting Companies such as us. In March 2020, the FASB issued ASU No. 2020-03, Codification Improvements to Financial Instruments; which modifies the measurement of expected credit losses of certain financial instruments. In accordance with ASU 2019-10 and ASU 2020-02, ASU 2016-13 is effective for certain Smaller Reporting Companies for financial statements issued for fiscal years beginning after December 15, 2021 2022 and interim periods within those fiscal years, which iswill be fiscal 20232024 for us if we continue to be classified as a Smaller Reporting Company, with early adoption permitted. We do not expect adoptionare evaluating the potential impact of the new guidance to have a significant impactASU 2016-13 on our financial statements.

 


Table of Contents

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 December 31

 

Quarter Ended December 31,

 

2021

 

2020

 

2022

 

2021

Weighted average common shares outstanding – basic

 4,833,604  4,833,232 

4,830,826

 

4,833,604

Dilutive effect of stock options

  2,167   29 

1,542

 

2,166

Shares used in computing net income per share – diluted

  4,835,770   4,833,261 

4,832,368

 

4,835,770

Nine Months Ended December 31,

2022

 

2021

Weighted average common shares outstanding – basic

4,830,826

 

4,833,356

Dilutive effect of stock options

342

 

2,425

Shares used in computing net income per share – diluted

4,831,168

 

4,835,781

 

  

Nine Months Ended December 31

 
  

2021

  

2020

 

Weighted average common shares outstanding – basic

  4,833,356   4,834,324 

Dilutive effect of stock options

  2,425   87 

Shares used in computing net income per share – diluted

  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 December 31, 2021 2022 are as follows:

 

Total

Total

  

<1 Year

 

1–3 Years

 

3–5 Years

 

Total

 

<1 Year

 

1–3 Years

 

3–7 Years

 

$57,293,870  $30,114,318  $22,148,686  $5,030,866 

52,020,382

 

$

10,853,140

 

$

25,270,655

 

$

15,896,587

 

 

Total available-for-sale securities represented approximately 84%79% of our total assets.assets as of December 31, 2022. Marketable securities as of December 31, 2021 2022 had remaining maturities between three weekssix days and 3876 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.”

 


Table of Contents

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

 

 

As of December 31, 2021

 

As of March 31, 2021

 

 

As of December 31, 2022

 

As of March 31, 2022

 

Level 1

 

Level 2

 

Total

 

Level 1

 

Level 2

 

Total

 

 

Level 1

 

Level 2

 

Total

 

Level 1

 

Level 2

 

Total

Money market funds

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

 

$

515,519

 

 

$

-

 

 

$

515,519

 

 

$

6,756,993

 

 

$

-

 

 

$

6,756,993

Corporate bonds

  0   49,662,046   49,662,046   0   54,717,626   54,717,626 

 

 

-

 

 

51,504,863

 

 

51,504,863

 

 

-

 

 

45,153,894

 

 

45,153,894

Total

 $7,631,824  $49,662,046  $57,293,870  $10,143,196  $54,717,626  $64,860,822 

 

$

515,519

 

$

51,504,863

 

$

52,020,382

 

$

6,756,993

 

$

45,153,894

 

$

51,910,887

 

Our available-for-sale securities as of December 31 and March 31, 2021, 2022, aggregated into classes of securities, were as follows:

 

 

As of December 31, 2021

 

As of March 31, 2021

 

 

As of December 31, 2022

 

As of March 31, 2022

 

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

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

 

$

515,519

 

 

$

-

 

 

$

-

 

 

$

515,519

 

 

$

6,756,993

 

 

$

-

 

 

$

-

 

 

$

6,756,993

Corporate bonds

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

)

  54,717,626 

 

 

53,362,727

 

 

372

 

 

(1,858,236

)

 

 

51,504,863

 

 

45,561,114

 

 

230,085

 

 

(637,305

)

 

 

45,153,894

Total

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

)

 $64,860,822 

 

$

53,878,246

 

$

372

 

$

(1,858,236

)

 

$

52,020,382

 

$

52,318,107

 

$

230,085

 

$

(637,305

)

 

$

51,910,887

 

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 December 31 2021 and March 31,2021. 2022.

 

 

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 December 31, 2021

            

As of December 31, 2022

 

 

 

 

 

 

 

 

 

 

 

 

Corporate bonds

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

 

$

38,850,214

 

$

 (1,014,674

)

 

$

9,410,692

 

$

(843,562

)

 

$

48,260,906

 

$

(1,858,236

)

Total

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

 

$

38,850,214

 

$

(1,014,674

)

 

$

9,410,692

 

$

(843,562

)

 

$

48,260,906

 

$

(1,858,236

)

 

 

As of March 31, 2021

            

As of March 31, 2022

 

 

 

 

 

 

 

 

 

 

 

 

Corporate bonds

 $10,322,539  $(160,674

)

 $0  $0  $10,322,539  $(160,674

)

 

$

6,306,750

 

$

(23,727

)

 

$

9,738,338

 

$

(613,578

)

 

$

16,045,088

 

$

(637,305

)

Total

 $10,322,539  $(160,674

)

 $0  $0  $10,322,539  $(160,674

)

 

$

6,306,750

 

$

(23,727

)

 

$

9,738,338

 

$

(613,578

)

 

$

16,045,088

 

$

(637,305

)

 

We did not consider any of our available-for-sale securities to be impaired as of 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 December 31, 2021.

NOTE 6. INVENTORIES2022.

 

NOTE 6. INVENTORIES

Inventories are shown in the following table:

 

 

December 31,

2021

  

March 31,

2021

 

 

December 31, 2022

      

 

March 31, 2022

Raw materials

 $784,004  $660,678 

$

1,340,276

 

$

987,062

Work in process

 2,812,910  2,220,723 

 

4,153,063

 

3,355,838

Finished goods

  770,760   1,019,376 

 

965,888

 

 

745,735

Total inventories

 $4,367,675  $3,900,777 

$

6,459,227

 

$

5,088,635

 


Table of Contents

NOTE 7. STOCK-BASED COMPENSATION

Stock-based compensation expense was $7,133 for the third quarter of fiscal 2023, $8,799 for the third quarter of fiscal 2022, $4,275 $54,218 for the third quarterfirst nine months of fiscal 2021,2023, and $73,036 for the firstnine months of fiscal 2022, and $41,297 for the firstnine months of fiscal 2021.2022. 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. As of December 31, 2022, federal and state estimated tax overpayments of $291,000 were included in prepaid assets.

 

We had 0no unrecognized tax benefits as of December 31, 2021, 2022, 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 December 31, 2021 2022 we had 0no accrued interest related to uncertain tax positions. The tax years 20162018 through 20202022 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
Dec. 31, 2021
  Nine Months Ended
Dec. 31, 2021
 

Quarter Ended December 31, 2022 

 

Nine Months Ended December 31, 2022

Operating lease cost $42,516  $127,546 

$

4,419

 

$

89,450

 

Variable lease cost  31,029   93,087 

 

33,460

 

 

94,775

 

Total $73,545  $220,633 

$

37,879

 

$

184,225

 

 

 

 

 

 

 

Cash paid for amounts included in the measurement of lease liabilities 

 

 

 

 

 

Operating cash flows for leases $37,962  $113,886 

$

43,578

 

130,735

 

Remaining lease term 51 months   

39 months

 

 

 

Discount rate 3.5%   

 

3.5

%

 

 

 

 

The following table presents the maturities of lease liabilities as of December 31, 2021:2022:

 

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

As of December 31, 2022

Operating Leases

 

Fiscal 2023

 

44,433

 

Fiscal 2024

 

178,640

 

Fiscal 2025

 

182,271

 

Fiscal 2026

 

184,995

 

Total lease payments

 

590,339

 

Imputed lease interest

 

(31,765

)

Total lease liabilities

$

558,574

 

 

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$3,598,519 as of December 31, 2021. 2022. We have did not repurchased repurchase any of our Common Stock during the first nine months of fiscal 2022.2023.

 


Table of Contents

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

All of our employees are eligible to participate in our 401(k)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 $21,579 for$21,484 for the third quarter of fiscal 2022, $22,5712023, $21,579 for the third quarter of fiscal 2021,2022, $73,661 for the first nine months of fiscal 2023, and $76,995 for the firstnine months of fiscal 2022, and $69,227 for the firstnine months of fiscal 2021.

NOTE 12. SUBSEQUENT EVENTS2022.

 

NOTE 12. SUBSEQUENT EVENTS

On January 19, 2022 25, 2023 we announced that our Board of Directors had declared a quarterly cash dividend of $1.00 per share of Common Stock to be paid February 28, 20222023 to shareholders of record as of the close of business January 31, 2022.30, 2023.

 

12

Item 2. Management’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, 20212022 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, 2021.2022. As of December 31, 20212022 our critical accounting policies and estimates continued to include investment valuation, inventory valuation, and deferred tax assets estimation.

 

13

Table of Contents

 

Quarter ended December 31, 20212022 compared to quarter ended December 31, 2020

2021

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

 

 

Percentage of Revenue

Quarter Ended December 31

 

Quarter-

to-Quarter

 

Percentage of Revenue

Quarter Ended December 31,

 

 

Quarter-

to-Quarter

 

 

2021

 

2020

 

Change

 

2022

 

 

2021

 

 

Change

 

Revenue

      

 

 

 

 

 

 

 

Product sales

  94.1

%

 96.9

%

  (6.6)

%

97.3

%

 

94.1

%

 

21.7

%

Contract research and development

   5.9

%

   3.1

%

  86.1

%

2.7

%

 

5.9

%

 

(46.2)

%

Total revenue

 100.0

%

 100.0

%

  (3.7)

%

100.0

%

 

100.0

%

 

17.7

%

Cost of sales

   22.0

%

   16.5

%

  28.8

%

20.0

%

 

 22.0

%

 

6.7

%

Gross profit

  78.0

%

  83.5

%

  (10.1)

%

80.0

%

 

 78.0

%

 

20.7

%

Expenses

 

 

Research and development

  9.5

%

 10.7

%

  (15.1)

%

9.5

%

 

9.5

%

 

17.5

%

Selling, general, and administrative

   4.3

%

   4.8

%

  (12.6)

%

5.4

%

 

 4.3

%

 

48.2

%

Total expenses

   13.8

%

   15.5

%

  (14.3)

%

14.9

%

 

 13.8

%

 

27.1

%

Income from operations

  64.2

%

  68.0

%

  (9.2)

%

65.1

%

 

64.2

%

 

19.4

%

Interest income

   4.5

%

   5.6

%

  (22.3)

%

5.5

%

 

 4.5

%

 

43.0

%

Income before taxes

  68.7

%

  73.6

%

  (10.2)

%

70.6

%

 

 68.7

%

 

20.9

%

Provision for income taxes

   13.6

%

   13.5

%

  (3.3)

%

13.4

%

 

 13.6

%

 

16.2

%

Net income

   55.1

%

  60.1

%

  (11.7)

%

57.2

%

 

55.1

%

 

22.1

%

 

Total revenue for the quarter ended December 31, 2022 (the third quarter of fiscal 2023) increased 18% compared to the quarter ended December 31, 2021 (the third quarter of fiscal 2022) decreased 4% compared to the quarter ended December 31, 2020 (the third quarter of fiscal 2021). The decreaseincrease was due to a 7% decrease22% increase in product sales, partially offset by an 86% increasea 46% decrease in contract research and development revenue.

The decreaseincrease in product sales in the third quarter of fiscal 2022 from the prior-year quarter was primarily due to raw materials shortagesincreased purchases by existing customers and longer lead-times for critical materialsnew customers. Sales increased in most of our markets and services.product lines. The increasedecrease in contract research and development revenue was due to newthe completion of certain contracts.

 

Gross profit as a percentage of revenue decreasedincreased to 80% for the third quarter of fiscal 2023 from 78% for the third quarter of fiscal 2022. The increase was primarily due to increased prices and economies of scale due to increased revenue, partially offset by increased costs.

Total expenses increased 27% for the third quarter of fiscal 2023 compared to the third quarter of fiscal 2022 from 84%due to an 18% increase in research and development expense and a 48% increase in selling, general, and administrative expense. The increases in expenses were primarily due to increased employee compensation expenses and increased staffing.

Interest income for the third quarter of fiscal 20212023 increased 43% due to an increase in our available-for-sale securities and an increase in their average interest rate.

The 22% increase in net income in the third quarter of fiscal 2023 compared to the prior-year quarter was primarily due to increased revenue mix and increased interest income, partially offset by increased expenses.


Table of Contents

Nine months ended December 31, 2022 compared to nine months ended December 31, 2021

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

 

Percentage of Revenue

Nine Months Ended December 31

,

 

Period-

to-Period

 

 

2022

 

 

2021

 

 

Change

 

Revenue

 

 

 

 

 

 

 

 

Product sales

97.4

%

 

96.2

%

 

27.1

%

Contract research and development

2.6

%

 

3.8

%

 

(12.9)

%

Total revenue

100.0

%

 

100.0

%

 

25.6

%

Cost of sales

21.7

%

 

23.2

%

 

17.8

%

Gross profit

78.3

%

 

76.8

%

 

28.0

%

Expenses

 

 

 

 

 

 

 

 

Research and development

7.7

%

 

10.4

%

 

(6.6)

%

Selling, general, and administrative

4.8

%

 

6.0

%

 

(0.9)

%

Total expenses

12.5

%

 

16.4

%

 

(4.5)

%

Income from operations

65.8

%

 

60.4

%

 

36.8

%

Interest income

4.1

%

 

 4.2

%

 

19.8

%

Income before taxes

69.9

%

 

64.6

%

 

35.7

%

Provision for income taxes

13.1

%

 

11.8

%

 

37.6

%

Net income

56.8

%

 

52.8

%

 

35.3

%

Total revenue for the nine months ended December 31, 2022 (the first nine months of fiscal 2023) increased 26% compared to the nine months ended December 31, 2021 (the first nine months of fiscal 2022). The increase was due to a 27% increase in product sales, partially offset by a 13% decrease in contract research and development revenue. The increase in product sales was primarily due to increased purchases by existing customers and new customers. Sales increased in most of our markets and product lines. The decrease in contract research and development revenue was due to the completion of certain contracts.

Gross profit as a percentage of revenue increased to 78% for the first nine months of fiscal 2023 from 77% for the first nine months of fiscal 2022. The increase was primarily due to increased prices and economies of scale due to increased revenue, partially offset by increased costs.

 

Total expenses decreased 14% in5% for the third quarterfirst nine months of fiscal 2023 compared to the first nine months of fiscal 2022 compared to the third quarter of fiscal 2021 due to a 15%an 7% decrease in research and development expense and a 13%1% decrease in selling, general, and administrative expense. The decrease in research and development expense was primarily due to staffing changes and the completionreallocation of certain product developmentresources to revenue-generating activities. The decrease in selling, general, and administrative expense was primarily due to staffing changes.

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

The 12% decrease in net income in the third quarter of fiscal 2022 compared to the prior-year quarter was primarily due to decreased revenue, decreased gross margin, and decreased interest income partially offset by decreased expenses. 

14

Nine months ended December 31, 2021 compared to nine months ended December 31, 2020

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

  

Percentage of Revenue

Nine Months Ended December 31

  

Period-

to-Period

 
  

2021

  

2020

  

Change

 

Revenue

            

Product sales

   96.2

%

  95.8

%

   31.3

%

Contract research and development

   3.8

%

   4.2

%

   17.4

%

Total revenue

  100.0

%

   100.0

%

   30.7

%

Cost of sales

   23.2

%

  18.4

%

   64.7

%

Gross profit

   76.8

%

  81.6

%

   23.1

%

Expenses

            

Research and development

   10.4

%

  15.5

%

   (11.9)

%

Selling, general, and administrative

   6.0

%

   6.6 

%

   19.3

%

Total expenses

   16.4

%

   22.1

%

   (2.6)

%

Income from operations

   60.4

%

   59.5

%

   32.6

%

Interest income

   4.2

%

   7.5

%

   (25.5)

%

Income before taxes

  64.6

%

  67.0

%

   26.1

%

Provision for income taxes

   11.8

%

  11.8

%

   31.5

%

Net income

   52.8

%

  55.2

%

   24.9

%

Total revenue for the nine months ended December 31, 2021 increased 31% compared to the nine months ended December 31, 2020. The increase was due to a 31% increase in product sales and a 17% 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 increase in contract research and development revenue was due to new contracts.

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

Total expenses decreased 3% for the first nine months of fiscal 2022 compared to the first nine months of fiscal 2021 due to a 12% decrease in research and development expense, partially offset by a 19% increase in selling, general, and administrative 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 nine months of fiscal 2022 decreased 26%2023 increased 20% due to a decreasean increase in our available-for-sale securities and a decreasean increase in thetheir average interest rates on those securities.rate.

 

The 25%35% increase in net income in the first nine months of fiscal 20222023 compared to the prior-year period was primarily due to an increase in product sales.increased revenue and increased interest income.

 

The Impact of the COVID-19 PandemicSupply Chain Disruptions

We believe the impact of the COVID-19 pandemic on customer demand was significantly lessSupply chain disruptions may have favorably affected product sales in the quarter and nine months ended December 31, 2021 compared2022 since we believe the disruptions may have been less severe for us than for our competitors. We may be less susceptible to the prior-year periods.supply chain disruptions because we have our own wafer fabrication and product test operations. We believe thesupply chain disruptions had an unfavorable 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 effectscosts of the pandemic also increased labor and materials costs and expenses for the quarter and nine months ended December 31, 2021.sales.

 

15

Table of Contents

Liquidity and Capital Resources

Overview

Cash and cash equivalents were $8,967,657$2,029,714 as of December 31, 20212022 compared to $10,427,340$10,449,510 as of March 31, 2021.2022. The $1,459,683$8,419,796 decrease in cash and cash equivalents during the first nine months of fiscal 20222023 was due to $14,499,696$14,492,478 of cash used in financing activities for dividend payments and $8,676,229 of cash used by investing activities, partially offset by $9,098,330$14,748,911 in net cash provided by operating activities and $3,941,683 of cash provided by investing 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 yearprior-year quarters. Net cash provided by operating activities was $9,098,330 for first nine months of fiscal 2022 and $8,531,068$14,748,911 for the first nine months of fiscal 2021.

Accounts receivable increased by $1,073,922 during2023 compared to $9,098,330 for the first nine months of fiscal 20222022.

Accounts receivable decreased $2,607,555 during the first nine months of fiscal 2023 primarily due to the timing of sales to and payments from customers.customer payments.

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

Inventories increased $466,898$1,370,592 due primarily to our decisionsdecision to increase work in process in orderinventories to support increased product sales and to mitigate longer vendor lead-times.supplier lead-times and supply-chain risks.

 

Investing Activities

Cash providedused by investing activities during the nine months ended December 31, 20212022 consisted of $4,000,000$26,618,617 of marketable securities purchases and $907,612 of fixed asset purchases, partially offset by $18,750,000 in proceeds from maturities of marketable securities partially offset by $58,317 inand the receipt of a $100,000 tenant improvement allowance. Purchases of fixed assets were primarily capital expenditures. Capital expenditures can vary from quarter to quarter depending on our needs and equipment purchasing opportunities. We have ordered several pieces offor additional production equipment to increase our manufacturing capacity. Therefore, we currently expect 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 nine months ended December 31, 20212022 consisted of $14,499,696$14,492,478 of cash dividends paid to shareholders.

In addition to cash dividends to shareholders paid in first nine monthsthird quarter of fiscal 2022,2023, on January 19, 202225, 2023 we announced that our Board of Directors had declared a cash dividend of $1.00 per share of Common Stock, or $4,833,714$4,830,826 based on shares outstanding as of January 14, 2022,20, 2023, to be paid February 28, 2022. 2023.

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.Table of Contents

 

16

Item 4. Controls and Procedures.

 

Disclosure Controls and Procedures

Management, with the participation of the Chief Executive Officer and PrincipalChief 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. Although there have been changes in personnel involved in our controls, processes, and procedures, our management concluded that, as of December 31, 2021,2022, our disclosure controls and procedures were effective.

 

Changes in Internal Controls

During the quarter ended December 31, 2021,2022, 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 as updated2022, except the following risk factor is replaced in our Quarterly Report on Form 10-Q forits entirety by the quarters ended June 30, 2021 and September 30, 2021.following to reflect an amendment to an agreement with Abbott Laboratories, which extends the Agreement term through December 31, 2023:

 

We may lose revenue if we are unable to renew customer agreements.

We have agreements with certain customers, including a Supplier Partnering Agreement, as amended, with Abbott Laboratories, which expires December 31, 2023. We cannot predict if these agreements will be renewed, or if renewed, under what terms. Although it is possible we could continue to sell products to these customers without formal agreements, an inability to agree on mutually acceptable terms could have a significant adverse impact on our revenue or profitability.

Item 4. Mine Safety Disclosures.


None.
 

17


 

Table of Contents

Item 6. Exhibits. 

 

Exhibit #

Description

3110

Amendment No. 9 to Supplier Partnering Agreement between Abbott and the company (incorporated by reference to the Form 8-K/A filed January 25, 2023).

31.1

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

31.2

Certification by Joseph P. Schmitz pursuant to Rule 13a-14(a)/15d-14(a).

32

Certification by Daniel A. Baker pursuantPursuant to 18 U.S.C. Section 1350.906 of the Sarbanes-Oxley Act of 2002.

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


 

Table of Contents

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)

January 19, 2022

January 25, 2023

/s/ DANIEL A. BAKER 

Date

Daniel A. Baker

President and Chief Executive Officer
and Principal

January 25, 2023

/s/ JOSEPH P. SCHMITZ

Date

Joseph P. Schmitz

Chief Financial Officer

19