EXHIBIT 99.1
CAUTIONARY STATEMENTS FOR PURPOSES OF THE "SAFE HARBOR"
PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT
NVE Corporation is filing this Exhibit 99.1 to its Quarterly Report on Form 10-
QSB to avail itself of the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. When used in this Quarterly Report on Form 10-
QSB, future filings with the Securities and Exchange Commission, press releases
and in oral statements made with the approval of an authorized executive
officer, the words 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 are intended to identify "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. These types of statements and the facts or events to which they relate
express risks and uncertainties that could cause actual results to differ
materially from historical financial condition, operating results, business
prospects or any other aspect of NVE, and those presently anticipated or
projected. We caution readers that the following important factors, among
others, could affect our financial condition, operating results, business
prospects or any other aspect of NVE, and could cause our actual results to
differ materially from that projected or estimated by us in the forward-looking
statements made by us or on our behalf. Although we have attempted to list
below the important factors which do or may affect our financial condition,
operating results, business prospects or any other aspect of NVE, other factors
may in the future prove to be more important. New factors emerge from time to
time and it is not possible for us to predict all of such factors. Similarly,
we cannot necessarily assess or quantify the impact of each such factor on the
business or the extent to which any factor, or combination of factors, may
cause actual results to differ materially from those contained in forward-
looking statements.
RISKS RELATED TO OUR BUSINESS
ALTHOUGH WE WERE PROFITABLE IN THE MOST RECENT QUARTER AND FISCAL YEAR, WE HAVE
A HISTORY OF OPERATING LOSSES AND COULD SUFFER FURTHER LOSSES IN THE FUTURE.
We had net income (loss) of $646,850 and ($2,100,442) for the years ended March
31, 2003 and 2002, which we refer to as Fiscal 2003 and Fiscal 2002. As of
December 31, 2003 we had an accumulated deficit of $3,489,438. We reported net
income in Fiscal 2003 and in each of the three quarters of the Fiscal 2004.
During Fiscal 2004 approximately $250,000 per quarter of contract research and
development revenue and recognition of MRAM license revenues of approximately
$98,000 per quarter have ceased. We were able to replace those revenue and
profit sources with expanded commercial product sales in Fiscal 2004, but we
may not be able to do so in future periods. Furthermore, start-up costs
associated with manufacturing, marketing, and selling MRAM devices could lead
to operating losses.
WE RELY ON GOVERNMENT CONTRACTS FOR A LARGE PERCENTAGE OF OUR REVENUES AND WE
WILL LOSE REVENUE IF WE LOSE THESE CONTRACTS.
During Fiscal 2003 United States government contracts accounted for
approximately 60% of our revenues. Disqualification as a vendor to the United
States government for any reason or a material decrease in government funding
research would cause serious setbacks and would likely hamper both future
research and development activity, as well as related revenues.
OUR POTENTIAL FUTURE INELIGIBILITY FOR GOVERNMENT FUNDED RESEARCH GRANTS COULD
HAVE A SIGNIFICANT IMPACT ON OUR REVENUE AND OUR ABILITY TO MAKE RESEARCH AND
DEVELOPMENT PROGRESS.
Federal regulations require a business to be at least 51% owned by one or more
individuals to be eligible to compete for Small Business Innovation Research
(SBIR) awards. In the three months ended December 31, 2003, we were awarded
approximately $3.04 million in SBIR contracts. SBIR contracts represented 47.7%
of total revenue in Fiscal 2003. While we believe we currently meet the 51%
ownership rule, purchases by non-individuals in the open market or by other
means could cause us to become ineligible. Such changes in ownership are beyond
our control and could cause us to lose our eligibility to compete for SBIR
awards, which in turn could have a material adverse effect on our revenues
profits, and research and development efforts.
WE MAY LOSE REVENUE IF ANY OF OUR LARGE CUSTOMERS CANCEL, POSTPONE, OR REDUCE
THEIR PURCHASES.
We rely on several large customers for a large percentage of our commercial
revenues; these include Agilent Technologies, Inc., St. Jude Medical, Inc.,
United States Government, and certain distributors. Orders from these customers
can be cancelled, postponed, or reduced without cause or notice, and the loss
of any of these customers could have a significant impact on our commercial
revenues and our profitability.
WE FACE A DIFFICULT AND UNCERTAIN ECONOMIC ENVIRONMENT IN OUR INDUSTRY WHICH
COULD ADVERSELY AFFECT OUR BUSINESS AND OPERATIONS.
The semiconductor and electronics industries in general have experienced a
significant economic downturn during the past two years. The poor economic
environment may have adversely affected the sales of many of our customers'
products, thus limiting our sales. Economic conditions may not improve in the
near term or at all. Any failure of the economic environment to improve or a
future downturn would likely have a material adverse impact on our business and
revenues.
OUR REPUTATION COULD BE DAMAGED AND WE COULD LOSE REVENUE IF WE FAIL TO MEET
TECHNICAL CHALLENGES REQUIRED TO PRODUCE MARKETABLE PRODUCTS.
Our products use new technology and we are continually researching and
developing product designs and production processes. Our production processes
require control of magnetic and other parameters that are not required in
conventional semiconductor processes. If we are unable to develop stable
designs and production processes we may not be able to produce products that
meet our customers' requirements, which could cause damage to our reputation
and loss of revenues.
WE MAY LOSE BUSINESS AND REVENUE IF OUR CRITICAL PRODUCTION EQUIPMENT FAILS.
Our production process relies on certain critical pieces of equipment for
defining, depositing, and modifying the magnetic properties of very thin metal
films. Some of this equipment was designed or customized by us, and some may no
longer be in production. While we have back-ups for some of the equipment, an
in-house maintenance staff, some critical spare parts, and maintenance
agreements for certain pieces of equipment, we cannot be sure we could repair
or replace critical manufacturing equipment were it to fail.
OUR FAILURE TO MEET STRINGENT CUSTOMER TECHNICAL REQUIREMENTS COULD RESULT IN
THE LOSS OF KEY CUSTOMERS AND POTENTIAL REDUCED SALES.
Some of our customers, including Agilent and St. Jude Medical, have stringent
technical requirements which require our products to pass certain test and
qualification criteria before they are accepted by such customers. Failure to
meet those criteria could result in the loss of current sales revenue,
customers and future sales.
IF WE ARE UNABLE TO DELIVER PRODUCTS WE FACE PENALTIES, INCLUDING LOSS OF
CERTAIN EXCLUSIVE MANUFACTURING RIGHTS.
Our Agilent supply agreement allows Agilent to gain rights to manufacture
couplers based on our technology if we are unable to deliver products on time.
The imposition of this penalty could have a material impact on future sales of
our products. Furthermore, on reaching certain sales goals, Agilent could gain
exclusive rights to distribute certain couplers based on our technology, which
could reduce our product sales and leave us partially or totally dependent on
Agilent for future coupler sales.
THE LOSS OF SUPPLY FROM ANY OF OUR KEY SINGLE-SOURCE SUPPLIERS COULD IMPACT OUR
ABILITY TO PRODUCE AND DELIVER PRODUCTS AND CAUSE LOSS OF REVENUE.
Critical suppliers include our suppliers of certain semiconductor wafers which
are incorporated in our products. These critical suppliers include Taiwan
Semiconductor Manufacturing Corporation, Advanced Semiconductor Manufacturing
Corporation of Shanghai (China), Texas Instruments Inc., and AMI Semiconductor,
Inc. We maintain inventory of some critical wafers, but we have not identified
or qualified alternate suppliers for many of the wafers now being obtained from
single sources. We are also dependent on our packaging vendors, including
Circuit Electronics Industries (Ayutthaya, Thailand), and NS Electronics
Bangkok (Thailand), Ltd. Some of our products use processes or tooling unique
to a particular packaging vendor, and it might be expensive, time-consuming, or
impractical to convert to another vendor in the event of a supply interruption.
Supply interruptions could seriously jeopardize our ability to provide products
that are critical to our business and operations which may cause us to lose
revenue.
BECAUSE WE ARE SIGNIFICANTLY SMALLER THAN THE MAJORITY OF OUR COMPETITORS, WE
MAY LACK THE FINANCIAL RESOURCES NEEDED TO INCREASE OUR MARKET SHARE AND FUTURE
REVENUE.
Our known competitors and potential competitors include Royal Philips
Electronics, Allegro Microsystems, Inc., Agilent Technologies, Inc., Vishay
Intertechnology, NEC Corporation, Analog Devices, Inc., Texas Instruments Inc.,
Advanced Micro Devices, Inc., Intel Corporation, Ramtron International
Corporation, Infineon Technologies AG, Xicor, Inc., IBM Corporation, Fujitsu
Limited, and others. Most of our competitors and potential competitors are
established companies that have significantly greater financial, technical, and
marketing resources than us. While we believe that our products have important
competitive advantages, our competitors may succeed in developing and marketing
products that perform better or are less expensive than ours, or that would
render our products and technology obsolete or noncompetitive.
OUR LICENSE AGREEMENTS INCLUDE REVENUE MINIMUMS AND ROYALTY LIMITS WHICH COULD
LIMIT THE TOTAL AMOUNT OF REVENUE WE CAN DERIVE UNDER THESE AGREEMENTS.
Our existing license agreements do not provide for us to receive royalties
until revenue minimums are met by licensees. In addition, some of these
agreements place limits on future royalty and license payments. These
provisions could substantially delay our potential revenues and profits from
these licensing arrangements and could limit the total amount of revenue that
we can derive under these license agreements. Such limits are common practice
in our industry, but they could limit our potential MRAM revenues and profits
even if our intellectual property is widely adopted.
OUR BUSINESS MAY SUFFER BECAUSE WE HAVE LIMITED INFLUENCE OVER THE RATE OF
ADOPTION OF OUR TECHNOLOGY, AND MRAM TECHNOLOGY MAY NOT BUILD INTO A LARGE OR
SIGNIFICANT MARKET.
A significant portion of our future revenues and profits is dependent on our
licensees and manufacturing partners introducing MRAM products. Production
difficulties, technical barriers, high production costs, poor market reception
or other problems, almost all of which are outside our control, could prevent
the deployment of MRAM or limit its market potential. In addition, our
licensees and manufacturing partners may have other priorities that detract
attention and resources from introduction of MRAM products using our
technology. Furthermore, competing technologies could prevent or supplant MRAM
from becoming an important memory technology.
OUR LICENSEES MAY NOT BE ABLE TO MAKE COMMERCIALLY VIABLE MRAMS, WHICH WOULD
LIMIT OUR REVENUE FROM MRAM.
MRAM is a new technology, and we are almost completely dependent on our
licensees to convert our intellectual property into commercially viable MRAM.
While our licensees have made prototypes and samples, several technical and
manufacturing issues must be resolved before commercially viable devices can
be produced, and these problems may never successfully be solved. Cypress has
announced a self-imposed deadline of March 31, 2004 to produce fully-functional
samples. Cypress has missed several targets for the production of sample
devices, and further delays could have a material impact on our revenues from
MRAM. Motorola has announced plans for pilot production by late 2004, but
delays could have a material impact on our potential MRAM license revenues.
WE ARE HIGHLY DEPENDENT ON MOTOROLA TO COMBINE OUR MRAM TECHNOLOGY WITH
CONVENTIONAL SEMICONDUCTORS AND WE MAY LOSE POTENTIAL REVENUE IF MOTOROLA IS
UNSUCCESSFUL
"Embedded" MRAM, that is, MRAM combined with conventional semiconductors, is a
major market for MRAM and the primary potential source of royalties from
Motorola. We are highly dependent on Motorola's success embedding MRAM into
processor and cell phone integrated circuits. Technical difficulties with
embedding, production difficulties, high production costs, or other problems,
almost all of which are outside our control, could limit our potential MRAM
royalties.
WE ARE HIGHLY DEPENDENT ON CYPRESS FOR POTENTIAL SUPPLY OF MRAM DEVICES USING
THEIR DESIGNS AND MAY LOSE REVENUE IF WE NEED TO REPLACE CYPRESS AS A SUPPLIER.
Although we have rights to Cypress' MRAM designs, mask works, and other
intellectual property, it could be difficult for us to fabricate devices at a
foundry other than Cypress. This is because other potential foundries might not
have the needed equipment, and Cypress' designs are tailored for their
factories. If Cypress is unable to manufacture devices for us for any reason,
it could be difficult for us to find another manufacturer for their designs.
CYPRESS COULD CANCEL THEIR MRAM DEVELOPMENT PROGRAM, WHICH WOULD REDUCE OUR
FUTURE REVENUE BECAUSE WE COULD NO LONGER SELL DEVICES BASED ON THEIR DESIGNS.
Cypress is not obligated to continue their MRAM development program
indefinitely. A cancellation of their MRAM program would likely eliminate our
opportunity to sell devices based on their designs.
OUR FUTURE BUSINESS MAY SUFFER BECAUSE WE MAY NOT BE ABLE TO CONSUMMATE
ADDITIONAL MRAM LICENSE AGREEMENTS.
Although there are potential licensees for our MRAM intellectual property in
addition to our current licensees and partners, we may never be able to
consummate additional license agreements. Potential licensees for our MRAM
intellectual property might not be interested unless and until the commercial
viability of the technology is demonstrated. Potential licensees could also use
their own or a third party's MRAM intellectual property rather than ours. In
addition, our existing agreements place restrictions on future license
agreements. Specifically, one of our agreements allows one of our licensees to
approve licenses with certain other potential licensees. Each of these
limitations could hinder our ability to consummate additional MRAM license
agreements.
WE WILL NOT RECEIVE ROYALTIES IF OUR LICENSEES DO NOT USE OUR INTELLECTUAL
PROPERTY.
Our license agreements do not require our licensees to use our intellectual
property. Although we believe the devices that Motorola, Inc. and Cypress
Semiconductor Corporation have demonstrated would use our intellectual
property, our licensees could circumvent or find alternatives to our
technology, and our license agreements apply only if our licensees use our
intellectual property in their devices. It is possible that our licensees might
make MRAM devices without using our technology or infringing on our patents,
and we would not receive royalties on such devices.
WE MAY NOT BE ABLE TO ENFORCE OUR INTELLECTUAL PROPERTY RIGHTS OR OUR
TECHNOLOGY MAY PROVE TO INFRINGE UPON PATENTS OR RIGHTS OWNED BY OTHERS WHICH
MAY PREVENT THE FUTURE SALE OF OUR PRODUCTS.
We protect our proprietary technology and intellectual property by seeking
patents and maintaining trade secrets, which we implement by entering into
confidentiality agreements with employees and suppliers, depending on the
circumstances. We hold patents or are the licensee of patented technology
covering certain aspects of our sensor, coupler, and MRAM technology. These
patent rights may be challenged, rendered unenforceable, invalidated or
circumvented. In addition, rights granted under the patents or under licensing
agreements may not provide a competitive advantage to us. Efforts to legally
enforce patent rights can involve substantial expense and may not be
successful. Further, others may independently develop similar or superior
technologies or duplicate any technology developed by us, or our technology may
prove to infringe upon patents or rights owned by others. Thus the patents held
by or licensed to us may not afford us any meaningful competitive advantage.
Also, our confidentiality agreements may not provide meaningful protection of
our proprietary information. Our inability to maintain our proprietary rights
could have a material adverse effect on our business, financial condition and
results of operations.
OUR BUSINESS SUCCESS MAY BE ADVERSELY AFFECTED IF WE ARE UNABLE TO ATTRACT AND
RETAIN HIGHLY-QUALIFIED MANAGEMENT AND TECHNICAL EMPLOYEES.
We have no employment agreements with any of our management other than our
Chief Executive Officer, Dr. Baker, and have no key-person insurance covering
employees. Competition for highly-qualified management and technical personnel
is generally intense and we may not be able to attract and retain the personnel
necessary for the development and operation of our business. The loss of the
services of key personnel could have a material adverse effect on our business,
financial condition and results of operations. Our Chief Technology Officer,
Dr. Daughton, may decide to retire at any time in the next several years, and
we may not be able to replace his technical or contract development expertise.
RISKS RELATED TO BUYING OUR STOCK
OUR STOCK MAY BE SUBJECT TO VOLATILITY BECAUSE IT IS NOT LISTED ON A NATIONAL
MARKET.
Our common stock is traded on the NASDAQ SmallCap Market, which has less daily
trading volume on average than the average trading market for companies quoted
on the NASDAQ National Market or the New York Stock Exchange. A public trading
market having the desired characteristics of depth, liquidity and orderliness
depends on the presence in the marketplace of willing buyers and sellers of our
common stock at any given time. This presence depends on the individual
decisions of investors and general economic and market conditions over which we
have no control.
THE PRICE OF OUR COMMON STOCK MAY BE ADVERSELY AFFECTED BY SIGNIFICANT PRICE
FLUCTUATIONS DUE TO A NUMBER OF FACTORS, MANY OF WHICH ARE BEYOND OUR CONTROL.
The market price of our common stock has experienced significant fluctuations
and may continue to fluctuate in the future. The market price of the common
stock may be significantly affected by many factors, including:
* changes in requirements or demands for our products;
* the announcement of new products or product enhancements by us or our
competitors;
* technological innovations by us or our competitors;
* quarterly variations in our or our competitors' operating results;
* changes in prices of our or our competitors' products and services;
* changes in our revenue and revenue growth rates;
* changes in earnings estimates by market analysts, speculation in the
press or analyst community; and
* general market conditions or market conditions specific to particular
industries.
The stock prices for many companies in the technology sector have experienced
wide fluctuations that often have been unrelated to their operating
performance. Such fluctuations may adversely affect the market price of our
common stock.