UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended December 31, 2003
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
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 (IRS Employer
incorporation or organization) Identification No.)
11409 Valley View Road, Eden Prairie, Minnesota 55344
(Address of principal executive offices)
(952) 829-9217
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
Common Stock, $.01 Par Value - 4,369,335 shares outstanding as of
January 16, 2004
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
PART I--FINANCIAL INFORMATION
Item 1. Financial Statements.
NVE CORPORATION
BALANCE SHEET
DECEMBER 31, 2003
Current assets:
Cash $ 1,339,343
Investment securities 5,360,466
Accounts receivable, net of allowance for
uncollectible accounts of $15,000 1,152,991
Inventories 1,189,010
Prepaid expenses and other assets 108,086
------------
Total current assets 9,149,896
Fixed assets:
Machinery and equipment 3,431,309
Leasehold improvements 365,187
------------
3,796,496
Less accumulated depreciation 2,218,158
------------
Total fixed assets 1,578,338
------------
Total assets $10,728,234
============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 394,892
Accrued payroll and other 630,529
Deferred revenue 420,338
Capital lease obligations 146,267
------------
Total current liabilities 1,592,026
Capital lease obligations, less current portion 116,684
------------
Total liabilities 1,708,710
Shareholders' equity:
Common stock 43,438
Additional paid-in capital 12,415,214
Accumulated other comprehensive income 50,310
Accumulated deficit (3,489,438)
------------
Total shareholders' equity 9,019,524
------------
Total liabilities and shareholders' equity $10,728,234
============
SEE ACCOMPANYING NOTES.
NVE CORPORATION
STATEMENT OF OPERATIONS
THREE MONTHS ENDED DECEMBER 31, 2003 AND 2002
Three Months Ended December 31
2003 2002
------------------------------
Revenue
Contract research and development $ 1,633,361 $ 1,673,502
Product sales 1,484,766 565,633
License revenue - 97,917
------------ ------------
Total revenue 3,118,127 2,337,052
Cost of sales 1,907,029 1,424,507
------------ ------------
Gross profit 1,211,098 912,545
Expenses
Research and development 230,671 327,472
Selling, general & administrative 464,264 420,862
------------ ------------
Total expenses 694,935 748,334
------------ ------------
Income from operations 516,163 164,211
Interest income 46,716 58,454
Interest expense (6,107) (9,210)
Other income 20,384 20,706
------------ ------------
Net income $ 577,156 $ 234,161
============ ============
Net income per share-basic $ 0.13 $ 0.06
============ ============
Net income per share-diluted $ 0.12 $ 0.05
============ ============
Weighted average shares outstanding:
Basic 4,334,092 4,159,718
Diluted 4,831,540 4,466,199
SEE ACCOMPANYING NOTES.
NVE CORPORATION
STATEMENT OF OPERATIONS
NINE MONTHS ENDED DECEMBER 31, 2003 AND 2002
Nine Months Ended December 31
2003 2002
-----------------------------
Revenue
Contract research and development $ 4,949,879 $ 4,843,268
Product sales 3,852,282 1,707,633
License revenue - 293,751
------------ ------------
Total revenue 8,802,161 6,844,652
Cost of sales 5,554,726 4,273,553
------------ ------------
Gross profit 3,247,435 2,571,099
Expenses
Research and development 711,913 944,330
Selling, general & administrative 1,390,818 1,324,302
------------ ------------
Total expenses 2,102,731 2,268,632
------------ ------------
Income from operations 1,144,704 302,467
Interest income 140,184 154,134
Interest expense (20,705) (32,108)
Other income 53,867 62,193
------------ ------------
Net income $ 1,318,050 $ 486,686
============ ============
Net income per share-basic $ 0.31 $ 0.12
============ ============
Net income per share-diluted $ 0.28 $ 0.11
============ ============
Weighted average shares outstanding:
Basic 4,241,791 4,118,523
Diluted 4,739,239 4,425,004
SEE ACCOMPANYING NOTES.
NVE CORPORATION
STATEMENT OF CASH FLOWS
NINE MONTHS ENDED DECEMBER 31, 2003 AND 2002
Nine Months Ended Dec. 31
2003 2002
------------ ------------
OPERATING ACTIVITIES
Net income $ 1,318,050 $ 486,686
Adjustments to reconcile net income to net
cash provided by (used in) operating activities:
Depreciation and amortization 381,919 370,398
Changes in operating assets and liabilities:
Accounts receivable (124,701) (89,757)
Inventories (348,234) (334,078)
Prepaid expenses and other 62,234 (119,641)
Accounts payable and accrued expenses 89,008 63,795
Deferred revenue (469,289) (483,279)
------------ ------------
Net cash provided by (used in) operating activities 908,987 (105,876)
INVESTING ACTIVITIES
Purchases of fixed assets (774,110) (383,377)
Sales (purchases) of investment securities 477,074 (5,583,414)
------------ ------------
Net cash used in investing activities (297,036) (5,966,791)
FINANCING ACTIVITIES
Net proceeds from sale of common stock 246,071 6,224,766
Repayment of note payable and
capital lease obligations (114,447) (323,868)
----------- ------------
Net cash provided by financing activities 131,624 5,900,898
----------- ------------
Increase (decrease) in cash 743,575 (171,769)
Cash and cash equivalents at beginning of period 595,768 537,258
----------- ------------
Cash and cash equivalents at end of period $1,339,343 $ 365,489
=========== ============
SEE ACCOMPANYING NOTES.
NVE CORPORATION
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003
1. INTERIM FINANCIAL INFORMATION
The accompanying unaudited financial statements of NVE Corporation (the
"Company") are consistent with accounting principles generally accepted in the
United States and reporting with SEC 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, it is suggested that these
condensed financial statements be read in conjunction with the audited
financial statements and the notes included in our latest annual financial
statements included in our report on Form 10-KSB. The results of operations
for the three and nine month periods ended December 31, 2003 are not
necessarily indicative of the results that may be expected for the full year
ending March 31, 2004.
2. NATURE OF BUSINESS
We develop, manufacture, and sell "spintronics" devices, a nanotechnology which
relies on electron spin rather than electron charge to acquire, store, and
transmit information.
3. REVENUE RECOGNITION
Revenue from product sales to direct customers is recognized upon shipment.
Revenue from licensing and technology development programs, which is
nonrefundable and for which no significant future obligations exist, is
recognized when the license is signed. Revenue from licensing and technology
development programs, which is refundable, recoupable against future royalties,
or for which future obligations exist, is recognized when we have completed our
obligations under the terms of the agreements. Revenue from royalties is
recognized upon the shipment of product from our technology license partners to
direct customers. Certain research and development activities are conducted for
third parties and such revenue is recognized as the services are performed.
4. EARNINGS PER SHARE
We calculate our income per share pursuant to Statement of Financial Accounting
Standards No. 128 ("SFAS 128"), Earnings Per Share. Basic earnings per share is
computed based upon the weighted average number of common shares issued and
outstanding during each year. Diluted net income per share amounts assume
conversion, exercise or issuance of all potential common stock instruments
(stock options, warrants and convertible preferred stock). Potentially dilutive
securities including warrants and stock options are excluded from diluted
earnings per share during net loss periods because these securities would be
anti-dilutive.
5. INVESTMENTS
We classify and account for debt and equity securities in accordance with SFAS
No. 115, Accounting for Certain Investments in Debt and Equity Securities. The
Company's entire portfolio is classified as available for sale; thus,
securities are recorded at fair market value and any associated unrealized gain
or loss, net of tax, is included as a separate component of shareholders'
equity, "Accumulated other comprehensive income."
6. COMPREHENSIVE INCOME
The components of comprehensive income are as follows:
Three months Nine months
ended December 31 ended December 31
2003 2002 2003 2002
-------- -------- ---------- --------
Net income $577,156 $234,161 $1,318,050 $486,686
Change in unrealized gains (24,146) 1,557 (22,911) 92,671
-------- -------- ---------- --------
Comprehensive income $553,010 $235,718 $1,295,139 $579,357
======== ======== ========== ========
7. INVENTORIES
Inventories consisted of the following at December 31, 2003:
Raw materials $ 388,864
Work-in-process 628,592
Finished goods 426,554
-----------
1,444,010
Less obsolescence reserve (255,000)
-----------
$1,189,010
===========
8. STOCK-BASED COMPENSATION
We have adopted the disclosure-only provisions of SFAS Nos. 123 and 148,
Accounting for Stock-Based Compensation, but apply Accounting Principles Board
("APB") Opinion No. 25, Accounting for Stock Issued to Employees, and related
interpretations in accounting for our plans. Under APB No. 25, when the
exercise price of employee stock options equals or exceeds the market price of
the underlying stock on the date of grant, no compensation expense is
recognized.
Pro forma information regarding net income and income per share is required by
SFAS Nos. 123 and 148, and has been determined as if we had accounted for our
employee stock options under the fair value method of that Statement. The fair
value for these options was estimated at the date of grant using the Black-
Scholes option pricing model with the following weighted average assumptions:
risk-free interest rate of 2.7% for the three months ended December 31, 2003
and 2002, expected volatility of 55%, a weighted-average expected life of the
options of four to seven years, and no dividend yield.
Option valuation models were developed for use in estimating the fair value of
traded options which have no vesting restrictions and are fully transferable.
In addition, option valuation models require the input of highly subjective
assumptions. Because our employee stock options have characteristics
significantly different from those of traded options, and because changes in
the subjective input assumptions can materially affect the fair value estimate,
in management's opinion, the existing models do not necessarily provide a
reliable single measure of the fair value of our employee stock options.
The pro forma information is as follows:
Three Months Ended Dec. 31
2003 2002
------------ ------------
Net income applicable to common shares:
As reported $ 577,156 $ 234,161
Pro forma adjustment
for stock options (83,590) (164,710)
------------ ------------
Pro forma net income $ 493,566 $ 69,451
============ ============
Earnings per share:
Basic - as reported $ 0.13 $ 0.06
Basic - pro forma $ 0.11 $ 0.02
Diluted - as reported $ 0.12 $ 0.05
Diluted - pro forma $ 0.10 $ 0.02
Nine Months Ended Dec. 31
2003 2002
------------ ------------
Net income applicable to common shares:
As reported $ 1,318,050 $ 486,686
Pro forma adjustment
for stock options (246,240) (494,129)
------------ ------------
Pro forma net income (loss) $ 1,071,810 $ (7,443)
============ ============
Earnings per share:
Basic - as reported $ 0.31 $ 0.12
Basic - pro forma $ 0.25 $ 0.00
Diluted - as reported $ 0.28 $ 0.11
Diluted - pro forma $ 0.23 $ 0.00
9. TECHNOLOGY EXCHANGE AGREEMENT
On April 19, 2002 the Company closed a technology exchange agreement
accompanied by an investment by Cypress Semiconductor Corporation ("Cypress").
Cypress purchased 686,849 shares of NVE Common Stock for $6.228 million, which
on September 5, 2003 they announced they had sold. Cypress also received a
warrant for the purchase of up to 400,000 shares of Common Stock for $15.00 per
share for a term of three years.
Item 1. Legal Proceedings.
None.
Item 2. Management's Discussion and Analysis or Plan of Operation.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements made in this Quarterly Report on Form 10-QSB, except for
historical information contained in this Form 10-QSB, 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
Form 10-QSB 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. These differences may be caused by a
variety of factors, including but not limited to adverse economic conditions,
intense competition, including entry of new competitors, our ability to obtain
sufficient financing to support our operations, progress in research and
development activities by us and others, variations in costs that are beyond
our control, adverse federal, state and local government regulations,
unexpected costs, lower sales and net income, or higher net losses than
forecasted, price increases for equipment, our dependence on significant
suppliers, including Taiwan Semiconductor Manufacturing Corporation for foundry
semiconductor wafers, our ability to meet stringent customer technical
requirements, our ability to consummate additional license agreements, our
ability to continue eligibility for SBIR awards, our inability to raise prices,
failure to obtain new customers, the possible fluctuation and volatility of our
operating results and financial condition, inability to carry out marketing and
sales plans, loss of key executives, and other specific risks included in
Exhibit 99.1 "Cautionary statements for purposes of the 'safe harbor'
provisions of The Private Securities Litigation Reform Act," filed herewith.
General
We develop, manufacture, and sell "spintronics" devices, which are
nanotechnology devices that rely on electron spin rather than electron charge
to acquire, store, and transmit information in electronic systems. We derive
revenue from three sources:
1) contract spintronics research and development (principally government
contracts);
2) commercial sales of spintronic integrated circuit type sensor and
coupler products; and
3) licenses for our magnetic random-access memory (MRAM)
intellectual property.
Critical accounting policies
It is important to understand our significant accounting policies in order
to understand our financial statements, which have been prepared
in accordance with accounting principles generally accepted in the United
States. These accounting principles require us to make estimates and
assumptions that affect amounts reported in our financial statements and the
accompanying notes. Actual results are likely to differ from those estimates,
but we do not believe such differences will materially affect our financial
position or results of operations for the periods presented in this report.
Revenue recognition
Revenue from product sales to direct customers is recognized upon
shipment. Revenue from licensing and technology development programs, which is
nonrefundable and for which no significant future obligations exist, is
recognized when the license is signed. Revenue from licensing and technology
development programs, which is refundable, recoupable against future royalties,
or for which future obligations exist, is recognized when we complete our
obligations under the terms of the agreements. Revenue from royalties is
recognized upon the shipment of product from our technology license partners
to direct customers. Certain research and development activities are conducted
for third parties and such revenue is recognized as the services are
performed. Payments received from licensing and technology development
programs relating to future obligations as well as prepayments for future
discounts on product sales are recorded as deferred revenue.
Bad Debt
We maintain an allowance for doubtful accounts for estimated losses
resulting from the inability of our customers to make required payments.
If the financial condition of our customers were to deteriorate, resulting
in an impairment of their ability to make payments, additional allowances may
be required.
Inventory
We reduce the stated value of our inventory for excess quantities or
obsolescence in an amount equal to the difference between the cost of inventory
and the estimated market value based upon assumptions about future demand and
market conditions. If actual future demand or market conditions are less
favorable than those projected by management, additional reductions in stated
value may be required.
Income Taxes
In determining the carrying value of our net deferred tax assets, we must
assess the likelihood of sufficient future taxable income in certain tax
jurisdictions, based on estimates and assumptions to realize the benefit of
these assets. Our management evaluates the realizability of the deferred
assets quarterly and assesses the need for valuation allowances or reduction
of existing allowances quarterly.
THREE MONTHS ENDED DECEMBER 31, 2003 COMPARED TO THREE MONTHS ENDED
DECEMBER 31, 2002
The table below summarizes the percentage of revenue for various items for
the periods indicated:
Three months ended December 31
2003 2002
------- -------
Revenue:
Research and development 52.4 % 71.6 %
Product sales 47.6 24.2
License fees - 4.2
------- -------
Total revenue 100.0 100.0
Cost of sales 61.2 61.0
------- -------
Gross profit 38.8 39.0
Total expenses 20.3 29.0
------- -------
Net income 18.5 % 10.0 %
======= =======
Revenue for the three months ended December 31, 2003 was $3,118,127, an
increase of 33% from revenue of $2,337,052 for the three months ended December
31, 2002. The revenue increase was primarily due to a 162% increase in
commercial product sales to $1,484,766 from $565,633. Research and development
revenue decreased 2% to $1,633,361 from $1,673,502 due to completion of revenue
recognized under our agreement with Agilent Technologies, Inc., partially
offset by increased government contract revenue. Such non-recurring revenues
from Agilent were $250,000 for the three months ended December 31, 2002.
Increases in commercial product sales were partially offset by an absence of
license revenue due to completion of revenue recognition for payments under our
MRAM license agreements. Such license revenues were $97,917 for the three
months ended December 31, 2002.
Gross profit remained the same at 39% for the three months ended December
31, 2003 as compared to the three months ended December 31, 2002.
Research and development expenses decreased by 30% to $230,671 for the
three months ended December 31, 2003 as compared to $327,472 for the three
months ended December 31, 2002. The decrease was due to completion of the
development of some of our commercial products.
Selling, general and administrative expenses for the three months ended
December 31, 2003 increased by 10% to $464,264 compared to $420,862 for the
three months ended December 31, 2002. The increase was due to increased
commercial selling expenditures, including new product marketing programs.
Net income totaled $577,156 for the three months ended December 31, 2003
compared to $234,161 for the three months ended December 31, 2002. The increase
in net income was due to higher revenues and higher commercial product margins.
Diluted net income per share increased to $0.12 from $0.05. The increase
in diluted net income per share was despite an increase in diluted shares to
4,831,540 from 4,466,199 due primarily to a large increase in our stock price
which resulted in a larger dilutive effect from the Cypress warrant and other
warrants and options.
NINE MONTHS ENDED DECEMBER 31, 2003 COMPARED TO NINE MONTHS ENDED
DECEMBER 31, 2002
The table shown below summarizes the percentage of revenue for various
items for the periods indicated:
Nine Months Ended December 31
2003 2002
------- -------
Revenue:
Research and development 56.2 % 70.8 %
Product sales 43.8 24.9
License fees - 4.3
------- -------
Total revenue 100.0 100.0
Cost of sales 63.1 62.4
------- -------
Gross profit 36.9 37.6
Total expenses 21.9 30.5
------- -------
Net income 15.0 % 7.1 %
======= =======
Revenue for the nine months ended December 31, 2003 was $8,802,161, an
increase of 29% from revenue of $6,844,652 for the nine months ended December
31, 2002. The revenue increase was primarily due to increases in commercial
product sales and research and development revenue. Commercial product sales
increased 126% to $3,852,282 from $1,707,633. Research and development revenue
increased 2% to $4,949,879 from $4,843,268 due to increased government contract
revenue, partially offset by the completion of revenue recognized under our
agreement with Agilent Technologies, Inc. Such revenues from Agilent were
$550,000 for the nine months ended December 31, 2002. Increases in commercial
product sales and research and development revenue were partially offset by an
absence of license revenue due to completion of revenue recognition for
payments under our MRAM license agreements. Such license revenues were $293,751
for the nine months ended December 31, 2002.
Gross profit margins decreased to 37% for the nine months ended December
31, 2003 as compared to 38% for the nine months ended December 31, 2002. The
decrease was due to $293,751 in license revenue and $550,000 in revenue
recognized under our agreement with Agilent Technologies, Inc. for the nine
months ended December 31, 2002, which have not recurred. The decrease in gross
profit was mostly offset by higher commercial product margins due to successful
yield improvement and wafer cost reduction programs.
Research and development expenses decreased by 25% to $711,913 for the
nine months ended December 31, 2003 as compared to $944,330 for the nine months
ended December 31, 2002. The decrease was due to completion of the development
of some of our commercial products.
Selling, general and administrative expenses for the nine months ended
December 31, 2003 increased by 5% to $1,390,818 compared to $1,324,302 for the
nine months ended December 31, 2002. The increase was due to increased
commercial selling expenditures.
Net income totaled $1,318,050 for the nine months ended December 31, 2003
compared to $486,686 for the nine months ended December 31, 2002. The increase
in net income was due to higher revenues and higher commercial product margins.
LIQUIDITY AND CAPITAL RESOURCES
Cash plus available-for-sale securities were $6,699,809 at December 31,
2003, compared to $6,475,865 at March 31, 2003. The increase was due to net
income, partially offset by investments in machinery and equipment and
increases in inventories related to the growth of our commercial product sales.
We expect to continue to invest in machinery, equipment, and facilities in
the balance of the fiscal year and in the next fiscal year, as we continue to
increase our manufacturing capacity. We believe our working capital is adequate
to meet our requirements for at least the next twelve months.
OUTLOOK
We expect to broaden our sensor and coupler product lines, and continue to
increase commercial product sales in the rest of the fiscal year ending March
31, 2004 ("Fiscal 2004"), and we expect to report a solid profit for Fiscal
2004. Possible expenses related to commercialization and market development for
Cypress-manufactured MRAMs to be sold by us could decrease our quarterly
profits in the next several quarters. We expect to make such expenditures,
however, only if Cypress is successful in producing commercial MRAM.
Item 4. Controls and Procedures.
a. Evaluation of disclosure controls and procedures.
Under the supervision and with the participation of our management,
including our Chief Executive Officer and Chief Financial Officer, we evaluated
the effectiveness of the design and operation of our disclosure controls and
procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the last
day of the period covered by this quarterly report (the "Evaluation Date").
Based upon that evaluation, the Chief Executive Officer and Chief Financial
Officer concluded that, as of the Evaluation Date, our disclosure controls and
procedures were effective in timely alerting them to the material information
relating to us required to be included in our periodic SEC filings.
b. Changes in internal controls.
There were no significant changes made in our internal controls over
financial reporting (as defined in Rule 13 a-15(f) under the Exchange Act)
during the period covered by this report that materially affected or are
reasonably likely to materially affect our internal controls over financial
reporting.
PART II--OTHER INFORMATION
Item 5. Other Information
On December 1, 2003, we executed a lease amendment for our principal
offices, located at 11409 Valley View Road, Eden Prairie, Minnesota 55344. The
space consists of approximately 21,362 square feet of office, laboratory, and
production space. The amendment extends through December 31, 2008 a lease that
would have expired December 31, 2006. We believe this space will be adequate
for our needs for the amended term of the lease. We plan to make improvements
to our production space in order to increase our capacity and capabilities, and
the lease extension will allow us a better financial return on such facility
improvements.
In consideration of the extending the term, the amendment provides us a
$50,000 facility improvement allowance for calendar year 2004 and limits the
base rent increases for each of calendar 2007 and 2008 to 3%. In addition to
base rent, we pay operating expenses for the space including maintenance,
utilities, real estate taxes and insurance.
The lease amendment is filed herewith.
Item 6. Exhibits and Reports on Form 8-K.
a. Exhibits.
10.1 Second amendment to lease between the company and Glenborough
Properties, L.P. dated December 1, 2003 (filed herewith).
10.2 First amendment to lease between the company and Glenborough
Properties, L.P. dated September 18, 2002 (incorporated by reference
to our Quarterly Report on Form 10-QSB for the period ended
September 30, 2002).
10.3 Lease dated October 1, 1998 between the company and Glenborough
Properties, L.P. (incorporated by reference to our Quarterly Report
on Form 10-QSB for the period ended September 30, 2002).
31.1 Certification by Daniel A. Baker pursuant to
Rule 13a-14(a)/15d-14(a).
31.2 Certification by Richard L. George pursuant to
Rule 13a-14(a)/15d-14(a).
32.1 Certification by Daniel A. Baker pursuant to 18 U.S.C. Section 1350,
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification by Richard L. George pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
99.1 Cautionary statements for purposes of the "safe harbor" provisions of
The Private Securities Litigation Reform Act.
b. Reports on Form 8-K.
We submitted a Form 8-K on October 21, 2003 including our press
release reporting results for the quarter ended September 30, 2003. This
information was furnished under Item 12, Results of Operations and Financial
Condition.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on behalf of the undersigneds thereunto duly authorized.
NVE CORPORATION
Date: January 20, 2004
By /s/ Daniel A. Baker
- -------------------------------------
Daniel A. Baker
President and Chief Executive Officer
By /s/ Richard L. George
- -------------------------------------
Richard L. George
Chief Financial Officer