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, 2022

☐ 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 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~~11409 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 – 4,830,826 shares outstanding as of ~~October 14, 2022~~January 20, 2023

Table of Contents

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, 2022 and 2021

Statements of Comprehensive Income for the Quarters Ended ~~September 30,~~December 31, 2022 and 2021

Statements of Income for the ~~Six~~Nine Months Ended ~~September 30,~~December 31, 2022 and 2021


Statements of Comprehensive Income for the ~~Six~~Nine Months Ended ~~September 30,~~December 31, 2022 and 2021


Statements of Shareholders’ Equity for the ~~Six~~Nine Months Ended ~~September 30,~~December 31, 2022


Statements of Shareholders’ Equity for the ~~Six~~Nine Months Ended ~~September 30,~~December 31, 2021


Statements of Cash Flows for the ~~Six~~Nine Months Ended ~~September 30,~~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

Table of Contents

PART I–FINANCIAL INFORMATION

Item 1. Financial Statements.

NVE CORPORATION

BALANCE SHEETS

	(Unaudited) September 30, 2022			March 31, 2022*			(Unaudited) December 31, 2022			March 31, 2022*
ASSETS
Current assets
Cash and cash equivalents	$	3,583,539		$	10,449,510		$	2,029,714		$	10,449,510
Marketable securities, short-term		10,326,647			20,839,683			10,337,621			20,839,683
Accounts receivable, net of allowance for uncollectible accounts of $15,000		5,860,414			4,704,829
Accounts receivable, net of allowance for uncollectible accounts of $15,000								2,097,274			4,704,829
Inventories		5,794,849			5,088,635			6,459,227			5,088,635
Prepaid expenses and other assets		600,913			420,520			924,161			420,520
Total current assets		26,166,362			41,503,177			21,847,997			41,503,177
Fixed assets
Machinery and equipment		9,603,049			9,739,244			10,486,161			9,739,244
Leasehold improvements		1,826,334			1,810,872			1,926,334			1,810,872
		11,429,383			11,550,116			12,412,495			11,550,116
Less accumulated depreciation and amortization		10,990,224			10,943,731			11,018,857			10,943,731
Net fixed assets		439,159			606,385			1,393,638			606,385
Deferred tax assets		894,045			483,469			862,424			483,469
Marketable securities, long-term		39,514,685			24,314,211			41,167,242			24,314,211
Right-of-use asset – operating lease		494,070			560,250			459,032			560,250
Total assets	$	67,508,321		$	67,467,492		$	65,730,333		$	67,467,492

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	399,263		$	943,535		$	470,929		$	943,535
Accrued payroll and other		2,861,151			1,356,689			1,245,390			1,356,689
Operating lease		157,830			156,121			161,271			156,121
Total current liabilities		3,418,244			2,456,345			1,877,590			2,456,345
Operating lease		374,941			446,018			397,303			446,018
Total liabilities		3,793,185			2,902,363			2,274,893			2,902,363

Shareholders’ equity
Common stock, $0.01 par value, 6,000,000 shares authorized; 4,830,826 issued and outstanding as of September 30 and March 31, 2022		48,308			48,308
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		19,303,570			19,256,485			19,310,703			19,256,485
Accumulated other comprehensive (loss)		(1,784,035	)		(318,120	)
Accumulated other comprehensive loss								(1,451,362	)		(318,120	)
Retained earnings		46,147,293			45,578,456			45,547,791			45,578,456
Total shareholders’ equity		63,715,136			64,565,129			63,455,440			64,565,129
Total liabilities and shareholders’ equity	$	67,508,321		$	67,467,492		$	65,730,333		$	67,467,492

*The March 31, 2022 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, 2022.

See accompanying notes.

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NVE CORPORATION

STATEMENTS OF INCOME

(Unaudited)

	Quarter Ended September 30				Quarter Ended December 31,
	2022		2021		2022		2021
Revenue
Product sales	$	10,514,539	$	6,630,012	$	7,200,385	$	5,916,790
Contract research and development		203,285		193,450		201,293		374,019
Total revenue		10,717,824		6,823,462		7,401,678		6,290,809
Cost of sales		2,402,781		1,544,134		1,478,372		1,385,006
Gross profit		8,315,043		5,279,328		5,923,306		4,905,803
Expenses
Research and development		669,978		707,997		700,609		596,492
Selling, general, and administrative		435,625		483,116		403,449		272,159
Total expenses		1,105,603		1,191,113		1,104,058		868,651
Income from operations		7,209,440		4,088,215		4,819,248		4,037,152
Interest income		351,375		294,858		406,092		283,940
Income before taxes		7,560,815		4,383,073		5,225,340		4,321,092
Provision for income taxes		1,470,442		736,566		994,016		855,685
Net income	$	6,090,373	$	3,646,507	$	4,231,324	$	3,465,407
Net income per share – basic	$	1.26	$	0.75	$	0.88	$	0.72
Net income per share – diluted	$	1.26	$	0.75	$	0.88	$	0.72
Cash dividends declared per common share	$	1.00	$	1.00	$	1.00	$	1.00
Weighted average shares outstanding
Basic		4,830,826		4,833,232		4,830,826		4,833,604
Diluted		4,830,956		4,836,603		4,832,368		4,835,770

STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	Quarter Ended September 30						Quarter Ended December 31,
	2022			2021			2022		2021
Net income	$	6,090,373		$	3,646,507		$	4,231,324	$	3,465,407
Unrealized loss from marketable securities, net of tax		(1,127,362	)		(197,034	)
Unrealized gain (loss) from marketable securities, net of tax								332,673		(380,161	)
Comprehensive income	$	4,963,011		$	3,449,473		$	4,563,997	$	3,085,246

See accompanying notes.

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NVE CORPORATION

STATEMENTS OF INCOME

(Unaudited)

	Six Months Ended September 30				Nine Months Ended December 31,
	2022		2021		2022		2021
Revenue
Product sales	$	17,587,500	$	13,583,778	$	24,787,885	$	19,500,567
Contract research and development		466,731		392,847		668,024		766,866
Total revenue		18,054,231		13,976,625		25,455,909		20,267,433
Cost of sales		4,054,628		3,313,715		5,533,000		4,698,720
Gross profit		13,999,603		10,662,910		19,922,909		15,568,713
Expenses
Research and development		1,271,896		1,516,139		1,972,505		2,112,630
Selling, general, and administrative		806,946		949,734		1,210,395		1,221,893
Total expenses		2,078,842		2,465,873		3,182,900		3,334,523
Income from operations		11,920,761		8,197,037		16,740,009		12,234,190
Interest income		634,436		584,578		1,040,528		868,519
Income before taxes		12,555,197		8,781,615		17,780,537		13,102,709
Provision for income taxes		2,324,707		1,555,542		3,318,723		2,411,228
Net income	$	10,230,490	$	7,226,073	$	14,461,814	$	10,691,481
Net income per share – basic	$	2.12	$	1.50	$	2.99	$	2.21
Net income per share – diluted	$	2.12	$	1.49	$	2.99	$	2.21
Cash dividends declared per common share	$	2.00	$	2.00	$	3.00	$	3.00
Weighted average shares outstanding
Basic		4,830,826		4,833,232		4,830,826		4,833,356
Diluted				4,836,621		4,831,168		4,835,781

STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	Six Months Ended September 30						Nine Months Ended December 31,
	2022			2021			2022			2021
Net income	$	10,230,490		$	7,226,073		$	14,461,814		$	10,691,481
Unrealized loss from marketable securities, net of tax		(1,465,915	)		(287,199	)		(1,133,242	)		(667,361	)
Comprehensive income	$	8,764,575		$	6,938,874		$	13,328,572		$	10,024,120

See accompanying notes.

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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 (Loss)*			*Earnings*			*Total*			Shares		Amount		Capital		Income (Loss)			Earnings			Total
Balance as of March 31, 2022		4,830,826	$	48,308	$	19,256,485	$	(318,120	)	$	45,578,456		$	64,565,129			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								(338,553	)					(338,553	)								(338,553	)					(338,553	)
Net income											4,140,116			4,140,116												4,140,116			4,140,116
Total comprehensive income														3,801,563															3,801,563
Stock-based compensation						7,134								7,134							7,134								7,134
Cash dividends declared ($1.00 per share of common stock)											(4,830,826	)		(4,830,826	)
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			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								(1,127,362	)					(1,127,362	)								(1,127,362	)					(1,127,362	)
Net income											6,090,373			6,090,373												6,090,373			6,090,373
Total comprehensive income														4,963,011															4,963,011
Stock-based compensation						39,951								39,951							39,951								39,951
Cash dividends declared ($1.00 per share of common stock)											(4,830,826	)		(4,830,826	)
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			4,830,826		48,308		19,303,570		(1,784,035	)		46,147,293			63,715,136
Comprehensive income:
Unrealized gain on marketable securities, net of tax																							332,673						332,673
Net income																										4,231,324			4,231,324
Total comprehensive income																													4,563,997
Stock-based compensation																					7,133								7,133
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.

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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 (Loss)*			*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			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								(197,034	)					(197,034	)									(197,034	)					(197,034	)
Net income											3,646,507			3,646,507													3,646,507			3,646,507
Total comprehensive income														3,449,473																3,449,473
Stock-based compensation						56,999								56,999							56,999									56,999
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 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	)								-
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.

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NVE CORPORATION

STATEMENTS OF CASH FLOWS

(Unaudited)

	Six Months Ended September 30						Nine Months Ended December 31,
	2022			2021			2022			2021
OPERATING ACTIVITIES
Net income	$	10,230,490		$	7,226,073		$	14,461,814		$	10,691,481
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		158,851			271,207			187,781			358,828
Stock-based compensation		47,085			64,237			54,218			73,036
Deferred income taxes		-			16,539			(61,972	)		319
Changes in operating assets and liabilities:
Accounts receivable		(1,155,585	)		(911,821	)		2,607,555			(1,073,922	)
Inventories		(706,214	)		81,994			(1,370,592	)		(466,898	)
Prepaid expenses and other assets		(114,213	)		(298,099	)		(502,423	)		(435,067	)
Accounts payable and accrued expenses		890,822			172,054			(627,470	)		(49,447	)
Net cash provided by operating activities		9,351,238			6,458,196			14,748,911			9,098,330

INVESTING ACTIVITIES
Purchases of fixed assets		(24,500	)		(73,916	)		(907,612	)		(58,317	)
Purchases of marketable securities		(25,381,057	)		-			(26,618,617	)		-
Proceeds from maturities of marketable securities		18,750,000			4,000,000			18,750,000			4,000,000
Receipt of tenant improvement allowance		100,000			-			100,000			-
Net cash provided (used) by investing activities		(6,555,557)			3,926,084			(8,676,229)			3,941,683

FINANCING ACTIVITIES
Payment of dividends to shareholders		(9,661,652	)		(9,666,464	)		(14,492,478	)		(14,499,696	)
Cash used in financing activities		(9,661,652	)		(9,666,464	)		(14,492,478	)		(14,499,696	)
(Decrease) increase in cash and cash equivalents		(6,865,971	)		717,816
Decrease in cash and cash equivalents								(8,419,796	)		(1,459,683	)

Cash and cash equivalents at beginning of period		10,449,510			10,427,340			10,449,510			10,427,340

Cash and cash equivalents at end of period	$	3,583,539		$	11,145,156		$	2,029,714		$	8,967,657

Supplemental disclosures of cash flow information:
Cash paid during the period for income taxes	$	1,281,629		$	1,760,000		$	4,130,278		$	2,490,000

See accompanying notes.

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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, 2022. The results of operations for the quarter and ~~six~~nine months ended ~~September 30,~~December 31, 2022 are not necessarily indicative of the results that may be expected for the full fiscal year ending March 31, 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, 2022. As of ~~September 30,~~December 31, 2022, there were no changes to our significant accounting policies.

NOTE 3. RECENTLY ISSUED ACCOUNTING STANDARDS

Recently Adopted Accounting Standard

In May 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.~~2021~~-~~04,~~ 2021-04, Earnings Per Share (Topic ~~260~~)260), Debt—Modifications and Extinguishments (Subtopic ~~470~~-50)470-50), Compensation—Stock Compensation (Topic ~~718~~)718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic ~~815~~-40)815-40) Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. ASU ~~2021~~-042021-04 addresses issuers’ 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,~~ 2016-13, Financial Instruments-Credit Losses (Topic ~~326~~)326), Measurement of Credit Losses on Financial Statements. ASU ~~2016~~-132016-13 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,~~ 2018-19, Codification Improvements to Topic 326, 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,~~ 2019-11, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, which clarifies or addresses specific issues about certain aspects of ASU ~~2016~~-~~13.~~2016-13. In November 2019 the FASB issued ASU No.~~2019~~-~~10,~~ 2019-10, Financial Instruments—Credit Losses (Topic ~~326~~)326), Derivatives and Hedging (Topic ~~815~~)815), and Leases (Topic ~~842~~)842): Effective Dates, and in February 2020 the FASB issued ASU No.~~2020~~-~~02,~~ 2020-02, Financial Instruments—Credit Losses (Topic ~~326~~)326) and Leases (Topic ~~842~~)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,~~ 2016-02, Leases (Topic ~~842~~)842), both of which delay the effective date of ASU ~~2016~~-132016-13 by three years for certain Smaller Reporting Companies such as us. In March 2020, the FASB issued ASU No.~~2020~~-~~03,~~ 2020-03, Codification Improvements to Financial Instruments; which modifies the measurement of expected credit losses of certain financial instruments. In accordance with ASU ~~2019~~-102019-10 and ASU ~~2020~~-~~02,~~2020-02, ASU ~~2016~~-132016-13 is effective for certain Smaller Reporting Companies for financial statements issued for fiscal years beginning after December 15,2022 and interim periods within those fiscal years, which will be fiscal 2024 for us if we continue to be classified as a Smaller Reporting Company, with early adoption permitted. We are evaluating the potential impact of ASU ~~2016~~-132016-13 on our financial statements.

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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,
	2022	2021	2022	2021
Weighted average common shares outstanding – basic	4,830,826	4,833,232	4,830,826	4,833,604
Dilutive effect of stock options	130	3,371	1,542	2,166
Shares used in computing net income per share – diluted	4,830,956	4,836,603	4,832,368	4,835,770

	*Six Months Ended September 30*		Nine Months Ended December 31,
	*2022*	*2021*	2022	2021
Weighted average common shares outstanding – basic	4,830,826	4,833,232	4,830,826	4,833,356
Dilutive effect of stock options	101	3,389	342	2,425
Shares used in computing net income per share – diluted	4,830,927	4,836,621	4,831,168	4,835,781

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, 2022 are as follows:

Total
Total

<1 Year

1–3 Years

3–7 Years

Total

<1 Year

1–3 Years

3–7 Years

$ 51,598,609 $ 12,083,924 $ 24,387,794 $ 15,126,891
52,020,382

$
10,853,140

$
25,270,655

$
15,896,587

Total available-for-sale securities represented approximately ~~76%~~79% of our total ~~assets.~~assets as of December 31, 2022. Marketable securities as of ~~September 30,~~December 31, 2022 had remaining maturities between ~~14 weeks~~six days and 7976 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 September 30, 2022

As of March 31, 2022

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
$ 1,757,277 $ - $ 1,757,277 $ 6,756,993 $ - $ 6,756,993

$
515,519

$
-

$
515,519

$
6,756,993

$
-

$
6,756,993
Corporate bonds
- 49,841,332 49,841,332 - 45,153,894 45,153,894

-

51,504,863

51,504,863

-

45,153,894

45,153,894
Total
$ 1,757,277 $ 49,841,332 $ 51,598,609 $ 6,756,993 $ 45,153,894 $ 51,910,887

$
515,519

$
51,504,863

$
52,020,382

$
6,756,993

$
45,153,894

$
51,910,887

Our available-for-sale securities as of ~~September 30~~ December 31 and March 31, 2022, aggregated into classes of securities, were as follows:

As of September 30, 2022

As of March 31, 2022

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
$ 1,757,277 $ - $ - $ 1,757,277 $ 6,756,993 $ - $ - $ 6,756,993

$
515,519

$
-

$
-

$
515,519

$
6,756,993

$
-

$
-

$
6,756,993
Corporate bonds
52,125,043 - (2,283,711 ) 49,841,332 45,561,114 230,085 (637,305
)
45,153,894

53,362,727

372

(1,858,236
)

51,504,863

45,561,114

230,085

(637,305
)

45,153,894
Total
$ 53,882,320 $ - $ (2,283,711 ) $ 51,598,609 $ 52,318,107 $ 230,085 $ (637,305
)
$ 51,910,887

$
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 ~~September 30~~ December 31 and March 31,2022.

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 September 30, 2022

As of December 31, 2022

Corporate bonds
$ 40,510,241 $ (1,327,302 ) $ 9,331,091 $ (956,409 ) $ 49,841,332 $ (2,283,711 )

$
38,850,214

$
(1,014,674
)

$
9,410,692

$
(843,562
)

$
48,260,906

$
(1,858,236
)
Total
$ 40,510,241 $ (1,327,302 ) $ 9,331,091 $ (956,409 ) $ 49,841,332 $ (2,283,711 )

$
38,850,214

$
(1,014,674
)

$
9,410,692

$
(843,562
)

$
48,260,906

$
(1,858,236
)

As of March 31, 2022

Corporate bonds
$ 6,306,750 $ (23,727
)
$ 9,738,338 $ (613,578 ) $ 16,045,088 $ (637,305
)

$
6,306,750

$
(23,727
)

$
9,738,338

$
(613,578
)

$
16,045,088

$
(637,305
)
Total
$ 6,306,750 $ (23,727
)
$ 9,738,338 $ (613,578 ) $ 16,045,088 $ (637,305
)

$
6,306,750

$
(23,727
)

$
9,738,338

$
(613,578
)

$
16,045,088

$
(637,305
)

None of the securities were impaired at acquisition, and subsequent declines in fair value are not attributed to declines in credit quality. 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, 2022.
NOTE 6. INVENTORIES
Inventories are shown in the following table:

September 30, 2022 March 31, 2022

December 31, 2022

March 31, 2022
Raw materials
$ 1,324,358 $ 987,062
$
1,340,276

$
987,062
Work in process
3,829,498 3,355,838

4,153,063

3,355,838
Finished goods
640,993 745,735

965,888

745,735
Total inventories
$ 5,794,849 $ 5,088,635
$
6,459,227

$
5,088,635

Table of Contents
NOTE 7. STOCK-BASED COMPENSATION
Stock-based compensation expense was ~~$39,951~~$7,133 for the ~~second~~third quarter of fiscal 2023, ~~$56,999~~ $8,799 for the ~~second~~third quarter of fiscal 2022, ~~$47,085~~ $54,218 for the first~~six~~ nine months of fiscal 2023, and ~~$64,237~~$73,036 for the first~~six~~ nine months of fiscal 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. ~~Federal~~As of December 31, 2022, federal and state ~~income taxes payable as~~estimated tax overpayments of ~~September~~ ~~30,~~~~2022~~ ~~of approximately $1,457,000 are~~$291,000 were included in ~~accrued expenses.~~prepaid assets.

We had no unrecognized tax benefits as of ~~September 30,~~December 31, 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 ~~September 30,~~December 31, 2022 we had no accrued interest related to uncertain tax positions. The tax years 2018 through 2022 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 September 30, 2022 Six Months Ended September 30, 2022
Quarter Ended December 31, 2022

Nine Months Ended December 31, 2022
Operating lease cost $ 42,515 $ 85,031
$
4,419

$
89,450

Variable lease cost 30,126 61,315

33,460

94,775

Total $ 72,641 $ 146,346
$
37,879

$
184,225

Cash paid for amounts included in the measurement of lease liabilities

Operating cash flows for leases $ 42,723 87,156
$
43,578

130,735

Remaining lease term 42 months
39 months

Discount rate 3.5 %

3.5
%

The following table presents the maturities of lease liabilities as of ~~September 30,~~December 31, 2022:

Year Ending March 31 Operating Leases
2023 78,487
2024 159,592
2025 163,224
2026 165,947
Total lease payments 567,250
Imputed lease interest (34,479 )
Total lease liabilities $ 532,771
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 $3,598,519 as of ~~September 30,~~December 31, 2022. We did not repurchase any of our Common Stock during the first~~six~~ nine months of fiscal 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 ~~$23,751 f~~or$21,484 for the ~~second~~third quarter of fiscal 2023, ~~$26,831~~ $21,579 for the ~~second~~third quarter of fiscal 2022, ~~$52,177~~ $73,661 for the first~~six~~ nine months of fiscal 2023, and ~~$55,415~~$76,995 for the first~~six~~ nine months of fiscal 2022.
NOTE 12. SUBSEQUENT EVENTS
On ~~October 19, 2022~~ January 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 ~~November 30, 2022~~February 28, 2023 to shareholders of record as of the close of business ~~October 31, 2022~~.January 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, ~~2022.~~2022 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, 2022. As of ~~September 30,~~December 31, 2022 our critical accounting policies and estimates continued to include investment valuation, inventory valuation, and deferred tax assets estimation.

13

Table of Contents

Quarter ended ~~September 30,~~December 31, 2022 compared to quarter ended ~~September 30,~~December 31, 2021
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

2022

2021

Change

Revenue

Product sales
98.1
%
97.2
%
58.6
%
Contract research and development
1.9
%
2.8
%
5.1
%
Total revenue
100.0
%
100.0
%
57.1
%
Cost of sales
22.4
%
22.6
%
55.6
%
Gross profit
77.6
%
77.4
%
57.5
%
Expenses

Research and development
6.2
%
10.4
%
(5.4)
%
Selling, general, and administrative
4.1
%
7.1
%
(9.8)
%
Total expenses
10.3
%
17.5
%
(7.2)
%
Income from operations
67.3
%
59.9
%
76.3
%
Interest income
3.2
%
4.3
%
19.2
%
Income before taxes
70.5
%
64.2
%
72.5
%
Provision for income taxes
13.7
%
10.8
%
99.6
%
Net income
56.8
%
53.4
%
67.0
%

Percentage of Revenue
Quarter Ended December 31,

Quarter-
to-Quarter

2022

2021

Change

Revenue

Product sales
97.3
%

94.1
%

21.7
%
Contract research and development
2.7
%

5.9
%

(46.2)
%
Total revenue
100.0
%

100.0
%

17.7
%
Cost of sales
20.0
%

22.0
%

6.7
%
Gross profit
80.0
%

78.0
%

20.7
%
Expenses

Research and development
9.5
%

9.5
%

17.5
%
Selling, general, and administrative
5.4
%

4.3
%

48.2
%
Total expenses
14.9
%

13.8
%

27.1
%
Income from operations
65.1
%

64.2
%

19.4
%
Interest income
5.5
%

4.5
%

43.0
%
Income before taxes
70.6
%

68.7
%

20.9
%
Provision for income taxes
13.4
%

13.6
%

16.2
%
Net income
57.2
%

55.1
%

22.1
%

Total revenue for the quarter ended ~~September 30,~~December 31, 2022 (the ~~second~~third quarter of fiscal 2023) increased ~~57%~~18% compared to the quarter ended ~~September 30,~~December 31, 2021 (the ~~second~~third quarter of fiscal 2022). The increase was due to a 59%22% increase in product sales, ~~and~~partially offset by a ~~5% increase~~46% 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 ~~increase~~decrease in contract research and development revenue was due to ~~new~~the completion of certain contracts.
Gross profit as a percentage of revenue increased 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 ~~decreased 7%~~increased 27% for the ~~second~~third quarter of fiscal 2023 compared to the ~~second~~third quarter of fiscal 2022 due to ~~a 5% decrease~~an 18% increase in research and development expense and a ~~10% decrease~~48% increase in selling, general, and administrative expense. The ~~decreases~~increases in expenses were primarily due to ~~the reallocation of resources to revenue-generating activities.~~increased employee compensation expenses and increased staffing.

Interest income for the ~~second~~third quarter of fiscal 2023 increased ~~19%~~43% due to an increase in our available-for-sale securities and an increase in their average interest rate.

The ~~67%~~22% increase in net income in the ~~second~~third quarter of fiscal 2023 compared to the prior-year quarter was primarily due to increased revenue and ~~decreased~~increased interest income, partially offset by increased expenses.

14

Table of Contents

~~Six~~Nine months ended ~~September 30,~~December 31, 2022 compared to ~~six~~nine months ended ~~September 30,~~December 31, 2021
The table shown below summarizes the percentage of revenue and period-to-period changes for various items:

Percentage of Revenue
Six Months Ended September 30

Period-
to-Period

Percentage of Revenue
Nine Months Ended December 31
,

Period-
to-Period

2022

2021

Change

2022

2021

Change

Revenue

Product sales
97.4
%
97.2
%
29.5
%
97.4
%

96.2
%

27.1
%
Contract research and development
2.6
%
2.8
%
18.8
%
2.6
%

3.8
%

(12.9)
%
Total revenue
100.0
%
100.0
%
29.2
%
100.0
%

100.0
%

25.6
%
Cost of sales
22.5
%
23.7
%
22.4
%
21.7
%

23.2
%

17.8
%
Gross profit
77.5
%
76.3
%
31.3
%
78.3
%

76.8
%

28.0
%
Expenses

Research and development
7.0
%
10.9
%
(16.1)
%
7.7
%

10.4
%

(6.6)
%
Selling, general, and administrative
4.5
%
6.8
%
(15.0)
%
4.8
%

6.0
%

(0.9)
%
Total expenses
11.5
%
17.7
%
(15.7)
%
12.5
%

16.4
%

(4.5)
%
Income from operations
66.0
%
58.6
%
45.4
%
65.8
%

60.4
%

36.8
%
Interest income
3.5
%
4.2
%
8.5
%
4.1
%

4.2
%

19.8
%
Income before taxes
69.5
%
62.8
%
43.0
%
69.9
%

64.6
%

35.7
%
Provision for income taxes
12.8
%
11.1
%
49.4
%
13.1
%

11.8
%

37.6
%
Net income
56.7
%
51.7
%
41.6
%
56.8
%

52.8
%

35.3
%

Total revenue for the ~~six~~nine months ended ~~September 30,~~December 31, 2022 (the first ~~six~~nine months of fiscal 2023) increased ~~29%~~26% compared to the ~~six~~nine months ended ~~September 30,~~December 31, 2021 (the first ~~six~~nine months of fiscal 2022). The increase was due to a ~~29%~~27% increase in product sales, ~~and~~partially offset by a ~~19% increase~~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 ~~increase~~decrease in contract research and development revenue was due to ~~new~~the completion of certain contracts.

Gross profit as a percentage of revenue increased to 78% for the first ~~six~~nine months of fiscal 2023 from ~~76%~~77% for the first ~~six~~nine months of fiscal ~~2022~~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 ~~16%~~5% for the first ~~six~~nine months of fiscal 2023 compared to the first ~~six~~nine months of fiscal 2022 due to ~~a 16%~~an 7% decrease in research and development expense and a ~~15%~~1% decrease in selling, general, and administrative expense. The ~~decreases~~decrease in ~~expenses were~~research and development expense was primarily due to the reallocation of resources to revenue-generating activities.

Interest income for the first ~~six~~nine months of fiscal 2023 increased 9%20% due to an increase in our available-for-sale securities and an increase in their average interest rate.

The ~~42%~~ 35% increase in net income in the first ~~six~~nine months of fiscal 2023 compared to the prior-year period was primarily due to increased revenue and ~~decreased expenses.~~increased interest income.

Supply Chain Disruptions
Supply chain disruptions ~~related to the COVID-19 pandemic~~ may have favorably affected product sales in the quarter and ~~six~~nine months ended ~~September 30,~~December 31, 2022 since we believe the disruptions may have been less severe for us than for our competitors. We may be less susceptible to supply chain disruptions because we have our own wafer fabrication and product test operations. We believe supply chain disruptions ~~also~~ had an unfavorable impact on our costs of sales.

15

Table of Contents

Liquidity and Capital Resources
Overview
Cash and cash equivalents were ~~$3,583,539~~$2,029,714 as of ~~September 30,~~December 31, 2022 compared to $10,449,510 as of March 31, 2022. The ~~$6,865,971~~$8,419,796 decrease in cash and cash equivalents during the first ~~six~~nine months of fiscal 2023 was due to ~~$9,661,652~~$14,492,478 of cash used in financing activities for dividend payments and ~~$6,555,557~~$8,676,229 of cash used by investing activities, partially offset by ~~$9,351,238~~$14,748,911 in net cash provided by operating 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 ~~$9,351,238~~$14,748,911 for the first ~~six~~nine months of fiscal 2023 compared to ~~$6,458,196~~$9,098,330 for the first ~~six~~nine months of fiscal 2022.

Accounts receivable ~~increased $1,155,585~~decreased $2,607,555 during the first ~~six~~nine months of fiscal 2023 primarily due to ~~increased product sales.~~the timing of customer payments.

Inventories increased ~~$706,214~~$1,370,592 due primarily to our ~~decisions~~decision to increase ~~work in process in order~~inventories to support increased product sales and to mitigate longer ~~vendor lead-times.~~
~~Accounts payable~~supplier lead-times and accrued expenses increased $890,822 due primarily due to a $1,504,462 increase in accrued expenses partially offset by a $544,272 decrease in accounts payable and a $69,368 net decrease in current and long-term operating lease liabilities. The increase in accrued expenses was due to increases in income taxes payable and deferred revenue. The decrease in accounts payable was due to the timing of vendor payments.supply-chain risks.

Investing Activities
Cash used by investing activities during the ~~six~~nine months ended ~~September 30,~~December 31, 2022 consisted of ~~$25,381,057~~$26,618,617 of marketable securities purchases and ~~$24,500~~$907,612 of fixed asset purchases, partially offset by $18,750,000 in proceeds from maturities of marketable securities and the receipt of a $100,000 tenant improvement allowance. ~~Fixed asset purchases can vary from quarter to quarter depending on our needs and equipment purchasing opportunities. We have ordered~~Purchases of fixed assets were primarily capital expenditures for additional ~~new~~ production equipment to increase our ~~production~~manufacturing capacity. ~~Therefore we currently expect significantly more fixed asset purchases during fiscal 2023 than the $484,579 we invested in fiscal 2022.~~

Financing Activities
Cash used in financing activities during the ~~six~~nine months ended ~~September 30,~~December 31, 2022 consisted of ~~$9,661,652~~$14,492,478 of cash dividends paid to shareholders.
In addition to cash dividends to shareholders paid in ~~second~~third quarter of fiscal 2023, on ~~October 19, 2022~~January 25, 2023 we announced that our Board of Directors had declared a cash dividend of $1.00 per share of Common Stock, or $4,830,826 based on shares outstanding as of ~~October 14, 2022,~~January 20, 2023, to be paid ~~November 30, 2022.~~ February 28, 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.

16

Table of Contents

Item 4. Controls and Procedures.

Disclosure Controls and Procedures
Management, with the participation of the Chief Executive Officer and Chief 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 ~~September 30,~~December 31, 2022, our disclosure controls and procedures were effective.

Changes in Internal Controls
During the quarter ended ~~September 30,~~December 31, 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 II–OTHER 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, ~~2022.~~2022, except the following risk factor is replaced in its entirety by the 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
10
~~Description~~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 Pursuant to Section 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)
~~October 19, 2022~~
January 25, 2023
/s/ DANIEL A. BAKER
Date
Daniel A. Baker
President and Chief Executive Officer
~~October 19, 2022~~January 25, 2023
/s/ JOSEPH P. SCHMITZ
Date
Joseph P. Schmitz
Chief Financial Officer
19

Total	Total		<1 Year			1–3 Years			3–7 Years			Total		<1 Year			1–3 Years			3–7 Years
$	51,598,609		$	12,083,924		$	24,387,794		$	15,126,891		52,020,382		$	10,853,140		$	25,270,655		$	15,896,587

	As of September 30, 2022						As of March 31, 2022						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	$	1,757,277	$	-	$	1,757,277	$	6,756,993	$	-	$	6,756,993	$	515,519	$	-	$	515,519	$	6,756,993	$	-	$	6,756,993
Corporate bonds		-		49,841,332		49,841,332		-		45,153,894		45,153,894		-		51,504,863		51,504,863		-		45,153,894		45,153,894
Total	$	1,757,277	$	49,841,332	$	51,598,609	$	6,756,993	$	45,153,894	$	51,910,887	$	515,519	$	51,504,863	$	52,020,382	$	6,756,993	$	45,153,894	$	51,910,887

	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, 2022
As of December 31, 2022
Corporate bonds	$	40,510,241	$	(1,327,302	)	$	9,331,091	$	(956,409	)	$	49,841,332	$	(2,283,711	)	$	38,850,214	$	(1,014,674	)	$	9,410,692	$	(843,562	)	$	48,260,906	$	(1,858,236	)
Total	$	40,510,241	$	(1,327,302	)	$	9,331,091	$	(956,409	)	$	49,841,332	$	(2,283,711	)	$	38,850,214	$	(1,014,674	)	$	9,410,692	$	(843,562	)	$	48,260,906	$	(1,858,236	)

As of March 31, 2022
Corporate bonds	$	6,306,750	$	(23,727	)	$	9,738,338	$	(613,578	)	$	16,045,088	$	(637,305	)	$	6,306,750	$	(23,727	)	$	9,738,338	$	(613,578	)	$	16,045,088	$	(637,305	)
Total	$	6,306,750	$	(23,727	)	$	9,738,338	$	(613,578	)	$	16,045,088	$	(637,305	)	$	6,306,750	$	(23,727	)	$	9,738,338	$	(613,578	)	$	16,045,088	$	(637,305	)

		September 30, 2022		March 31, 2022		December 31, 2022		March 31, 2022
Raw materials	$	1,324,358	$	987,062	$	1,340,276	$	987,062
Work in process		3,829,498		3,355,838		4,153,063		3,355,838
Finished goods		640,993		745,735		965,888		745,735
Total inventories	$	5,794,849	$	5,088,635	$	6,459,227	$	5,088,635

	Quarter Ended September 30, 2022			Six Months Ended September 30, 2022		Quarter Ended December 31, 2022			Nine Months Ended December 31, 2022
Operating lease cost	$	42,515		$	85,031	$	4,419		$	89,450
Variable lease cost		30,126			61,315		33,460			94,775
Total	$	72,641		$	146,346	$	37,879		$	184,225

Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows for leases	$	42,723			87,156	$	43,578			130,735
Remaining lease term	42 months					39 months
Discount rate		3.5	%				3.5	%

Year Ending March 31	Operating Leases
2023		78,487
2024		159,592
2025		163,224
2026		165,947
Total lease payments		567,250
Imputed lease interest		(34,479	)
Total lease liabilities	$	532,771

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

	Percentage of Revenue Quarter Ended September 30				Quarter- to-Quarter
	2022		2021		Change
Revenue
Product sales	98.1	%	97.2	%	58.6	%
Contract research and development	1.9	%	2.8	%	5.1	%
Total revenue	100.0	%	100.0	%	57.1	%
Cost of sales	22.4	%	22.6	%	55.6	%
Gross profit	77.6	%	77.4	%	57.5	%
Expenses
Research and development	6.2	%	10.4	%	(5.4)	%
Selling, general, and administrative	4.1	%	7.1	%	(9.8)	%
Total expenses	10.3	%	17.5	%	(7.2)	%
Income from operations	67.3	%	59.9	%	76.3	%
Interest income	3.2	%	4.3	%	19.2	%
Income before taxes	70.5	%	64.2	%	72.5	%
Provision for income taxes	13.7	%	10.8	%	99.6	%
Net income	56.8	%	53.4	%	67.0	%

	Percentage of Revenue Quarter Ended December 31,				Quarter- to-Quarter
	2022		2021		Change
Revenue
Product sales	97.3	%	94.1	%	21.7	%
Contract research and development	2.7	%	5.9	%	(46.2)	%
Total revenue	100.0	%	100.0	%	17.7	%
Cost of sales	20.0	%	22.0	%	6.7	%
Gross profit	80.0	%	78.0	%	20.7	%
Expenses
Research and development	9.5	%	9.5	%	17.5	%
Selling, general, and administrative	5.4	%	4.3	%	48.2	%
Total expenses	14.9	%	13.8	%	27.1	%
Income from operations	65.1	%	64.2	%	19.4	%
Interest income	5.5	%	4.5	%	43.0	%
Income before taxes	70.6	%	68.7	%	20.9	%
Provision for income taxes	13.4	%	13.6	%	16.2	%
Net income	57.2	%	55.1	%	22.1	%

	Percentage of Revenue Six Months Ended September 30				Period- to-Period		Percentage of Revenue Nine Months Ended December 31			,	Period- to-Period
	2022		2021		Change		2022		2021		Change
Revenue
Product sales	97.4	%	97.2	%	29.5	%	97.4	%	96.2	%	27.1	%
Contract research and development	2.6	%	2.8	%	18.8	%	2.6	%	3.8	%	(12.9)	%
Total revenue	100.0	%	100.0	%	29.2	%	100.0	%	100.0	%	25.6	%
Cost of sales	22.5	%	23.7	%	22.4	%	21.7	%	23.2	%	17.8	%
Gross profit	77.5	%	76.3	%	31.3	%	78.3	%	76.8	%	28.0	%
Expenses
Research and development	7.0	%	10.9	%	(16.1)	%	7.7	%	10.4	%	(6.6)	%
Selling, general, and administrative	4.5	%	6.8	%	(15.0)	%	4.8	%	6.0	%	(0.9)	%
Total expenses	11.5	%	17.7	%	(15.7)	%	12.5	%	16.4	%	(4.5)	%
Income from operations	66.0	%	58.6	%	45.4	%	65.8	%	60.4	%	36.8	%
Interest income	3.5	%	4.2	%	8.5	%	4.1	%	4.2	%	19.8	%
Income before taxes	69.5	%	62.8	%	43.0	%	69.9	%	64.6	%	35.7	%
Provision for income taxes	12.8	%	11.1	%	49.4	%	13.1	%	11.8	%	37.6	%
Net income	56.7	%	51.7	%	41.6	%	56.8	%	52.8	%	35.3	%

Exhibit #	Description
10	~~Description~~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 Pursuant to Section 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)

		NVE CORPORATION
	(Registrant)


~~October 19, 2022~~

January 25, 2023	/s/ DANIEL A. BAKER
Date	Daniel A. Baker
	President and Chief Executive Officer


~~October 19, 2022~~January 25, 2023	/s/ JOSEPH P. SCHMITZ
Date	Joseph P. Schmitz
	Chief Financial Officer