nvec20211231_10q.htm
 
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.    20549
 
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended   September 30, 2022
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                                      to                                      
 
Commission File Number: 000-12196
NVE CORPORATION
(Exact name of registrant as specified in its charter)
 
Minnesota
  41-1424202
(State or other jurisdiction of incorporation or organization)
  (I.R.S. Employer Identification No.)
 
11409 Valley View Road , Eden Prairie , Minnesota
  55344  
(Address of principal executive offices)
  (Zip Code)
 
( 952 ) 829-9217  
(Registrant’s telephone number, including area code)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
☒ Yes   ☐ No
 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
☒ Yes   ☐ No
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
  Large accelerated filer ☐
Accelerated filer ☐
  Non-accelerated filer ☒
Smaller reporting company ☒
    Emerging growth company ☐  
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     ☐  Yes  ☒ No
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value
NVEC
The NASDAQ Stock Market, LLC
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Common Stock, $0.01 Par Value – 4,830,826 shares outstanding as of October 14, 2022
 
 
 
 
 
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, 2022 and 2021
 
 
 
Statements of Comprehensive Income for the Quarters Ended September 30, 2022 and 2021
 
 
 
Statements of Income for the Six Months Ended September 30, 2022 and 2021
 
 
 
Statements of Comprehensive Income for the Six Months Ended September 30, 2022 and 2021
 
 
 
Statements of Shareholders’ Equity for the Six Months Ended September 30, 2022
 
 
 
Statements of Shareholders’ Equity for the Six Months Ended September 30, 2021
 
 
 
Statements of Cash Flows for the Six Months Ended September 30, 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
 
 
 
2
 
 
PART I – FINANCIAL INFORMATION
 
Item 1. Financial Statements.
 
 
NVE CORPORATION
BALANCE SHEETS
    (Unaudited)
September 30, 2022
    March 31, 2022*
 
ASSETS
               
Current assets
               
Cash and cash equivalents
  $ 3,583,539     $ 10,449,510  
Marketable securities, short-term
    10,326,647       20,839,683  
Accounts receivable, net of allowance for uncollectible accounts of $ 15,000
    5,860,414       4,704,829  
Inventories
    5,794,849       5,088,635  
Prepaid expenses and other assets
    600,913       420,520  
Total current assets
    26,166,362       41,503,177  
Fixed assets
               
Machinery and equipment
    9,603,049       9,739,244  
Leasehold improvements
    1,826,334       1,810,872  
      11,429,383       11,550,116  
Less accumulated depreciation and amortization
    10,990,224       10,943,731  
Net fixed assets
    439,159       606,385  
Deferred tax assets
    894,045       483,469  
Marketable securities, long-term
    39,514,685       24,314,211  
Right-of-use asset – operating lease
    494,070       560,250  
Total assets
  $ 67,508,321     $ 67,467,492  
                 
LIABILITIES AND SHAREHOLDERS’ EQUITY
               
Current liabilities
               
Accounts payable
  $ 399,263     $ 943,535  
Accrued payroll and other
    2,861,151       1,356,689  
Operating lease
    157,830       156,121  
Total current liabilities
    3,418,244       2,456,345  
Operating lease
    374,941       446,018  
Total liabilities
    3,793,185       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  
Additional paid-in capital
    19,303,570       19,256,485  
Accumulated other comprehensive (loss)
    ( 1,784,035 )     ( 318,120 )
Retained earnings
    46,147,293       45,578,456  
Total shareholders’ equity
    63,715,136       64,565,129  
Total liabilities and shareholders’ equity
  $ 67,508,321     $ 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. 
 
3
 
 
 
NVE CORPORATION
STATEMENTS OF INCOME
(Unaudited )
 
 
 
Quarter Ended September 30
 
 
 
2022
 
 
2021
 
Revenue
 
 
 
 
 
 
 
 
Product sales
 
$
10,514,539
 
 
$
6,630,012
 
Contract research and development
 
 
203,285
 
 
 
193,450
 
Total revenue
 
 
10,717,824
 
 
 
6,823,462
 
Cost of sales
 
 
2,402,781
 
 
 
1,544,134
 
Gross profit
 
 
8,315,043
 
 
 
5,279,328
 
Expenses
 
 
 
 
 
 
 
 
Research and development
 
 
669,978
 
 
 
707,997
 
Selling, general, and administrative
 
 
435,625
 
 
 
483,116
 
Total expenses
 
 
1,105,603
 
 
 
1,191,113
 
Income from operations
 
 
7,209,440
 
 
 
4,088,215
 
Interest income
 
 
351,375
 
 
 
294,858
 
Income before taxes
 
 
7,560,815
 
 
 
4,383,073
 
Provision for income taxes
 
 
1,470,442
 
 
 
736,566
 
Net income
 
$
6,090,373
 
 
$
3,646,507
 
Net income per share – basic
 
$
1.26
 
 
$
0.75
 
Net income per share – diluted
 
$
1.26
 
 
$
0.75
 
Cash dividends declared per common share
 
$
1.00
 
 
$
1.00
 
Weighted average shares outstanding
 
 
 
 
 
 
 
 
Basic
 
 
4,830,826
 
 
 
4,833,232
 
Diluted
 
 
4,830,956
 
 
 
4,836,603
 
 
 
STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
 
 
 
Quarter Ended September 30
 
 
 
2022
 
 
2021
 
Net income
 
$
6,090,373
 
 
$
3,646,507
 
Unrealized loss from marketable securities, net of tax
 
 
( 1,127,362
)
 
 
( 197,034
)
Comprehensive income
 
$
4,963,011
 
 
$
3,449,473
 
 
See accompanying notes.
 
4
 
NVE CORPORATION
STATEMENTS OF INCOME
(Unaudited )
 
  Six Months Ended September 30
  2022
    2021
Revenue
           
Product sales
$ 17,587,500     $ 13,583,778
Contract research and development
  466,731       392,847
Total revenue
  18,054,231       13,976,625
Cost of sales
  4,054,628       3,313,715
Gross profit
  13,999,603       10,662,910
Expenses
           
Research and development
  1,271,896       1,516,139
Selling, general, and administrative
  806,946       949,734
Total expenses
  2,078,842       2,465,873
Income from operations
  11,920,761       8,197,037
Interest income
  634,436       584,578
Income before taxes
  12,555,197       8,781,615
Provision for income taxes
  2,324,707       1,555,542
Net income
$ 10,230,490     $ 7,226,073
Net income per share – basic
$ 2.12     $ 1.50
Net income per share – diluted
$ 2.12     $ 1.49
Cash dividends declared per common share
$ 2.00     $ 2.00
Weighted average shares outstanding
           
Basic
  4,830,826       4,833,232
Diluted
          4,836,621
 
 
STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
 
 
 
Six Months Ended September 30
 
 
 
2022
 
 
2021
 
Net income
 
$
10,230,490
 
 
$
7,226,073
 
Unrealized loss from marketable securities, net of tax
 
 
( 1,465,915
)
 
 
( 287,199
)
Comprehensive income
 
$
8,764,575
 
 
$
6,938,874
 
 
See accompanying notes.
 
5
 
 
 
NVE CORPORATION
STATEMENTS OF SHAREHOLDERS ’ EQUITY
(Unaudited)
 
                            Accumulated
                 
                    Additional
    Other
                 
    Common Stock
    Paid-In
    Comprehensive
    Retained
         
    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  
Comprehensive income:                                                
Unrealized loss on marketable securities, net of tax                         ( 338,553 )           ( 338,553 )
Net income                               4,140,116       4,140,116  
Total comprehensive income                                     3,801,563  
Stock-based compensation                   7,134                   7,134  
Cash dividends declared ($ 1.00 per share of common stock)                               ( 4,830,826 )     ( 4,830,826 )
Balance as of June 30, 2022     4,830,826       48,308       19,263,619       ( 656,673 )     44,887,746       63,543,000  
Comprehensive income:
                                               
Unrealized loss on marketable securities, net of tax
                        ( 1,127,362 )
          ( 1,127,362 )
Net income
                              6,090,373       6,090,373  
Total comprehensive income
                                    4,963,011  
Stock-based compensation
                  39,951                   39,951  
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  
 
See accompanying notes. 
 
6
 
 
 
NVE CORPORATION
STATEMENTS OF SHAREHOLDERS ’ EQUITY
(Unaudited)
 
                            Accumulated
                 
                    Additional
    Other
                 
    Common Stock
    Paid-In
    Comprehensive
    Retained
         
    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  
Comprehensive income:
                                               
Unrealized loss on marketable securities, net of tax
                          ( 90,165 )
            ( 90,165 )
Net income
                                  3,579,566       3,579,566  
Total comprehensive income
                                            3,489,401  
Stock-based compensation                     7,238                       7,238  
Cash dividends declared ($ 1.00 per share of common stock)                                     ( 4,833,232 )     ( 4,833,232 )
Balance as of June 30, 2021     4,833,232       48,332       19,345,365       1,010,954       49,150,698       69,555,349  
Comprehensive income:                                                
Unrealized loss on marketable securities, net of tax                         ( 197,034 )           ( 197,034 )
Net income                               3,646,507       3,646,507  
Total comprehensive income                                     3,449,473  
Stock-based compensation
                  56,999                   56,999  
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  
 
See accompanying notes. 
 
7
 
 
 
NVE CORPORATION
STATEMENTS OF CASH FLOWS
(Unaudited)
 
 
 
Six Months Ended September 30
 
 
 
2022
 
 
2021
 
OPERATING ACTIVITIES
 
 
 
 
 
 
 
 
Net income
 
$
10,230,490
 
 
$
7,226,073
 
Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
 
 
 
 
Depreciation and amortization
 
 
158,851
 
 
 
271,207
 
Stock-based compensation
 
 
47,085
 
 
 
64,237
 
Deferred income taxes
 
 
-
 
 
 
16,539
 
Changes in operating assets and liabilities:
 
 
 
 
 
 
 
 
Accounts receivable
 
 
( 1,155,585
)
 
 
( 911,821
)
Inventories
 
 
( 706,214
)
 
 
81,994
 
Prepaid expenses and other assets
 
 
( 114,213
)
 
 
( 298,099
)
Accounts payable and accrued expenses
 
 
890,822
 
 
 
172,054
 
Net cash provided by operating activities
 
 
9,351,238
 
 
 
6,458,196
 
 
 
 
 
 
 
 
 
 
INVESTING ACTIVITIES
 
 
 
 
 
 
 
Purchases of fixed assets
 
 
( 24,500
)
 
 
( 73,916
)
Purchases of marketable securities
 
 
( 25,381,057
)
 
 
-
 
Proceeds from maturities of marketable securities
 
 
18,750,000
 
 
 
4,000,000
 
Receipt of tenant improvement allowance
 
 
100,000
 
 
 
-
 
Net cash provided (used) by investing activities
 
 
(6,555,557)
 
 
 
3,926,084
 
 
 
 
 
 
 
 
 
 
FINANCING ACTIVITIES
 
 
 
 
 
 
 
 
Payment of dividends to shareholders
 
 
( 9,661,652
)
 
 
( 9,666,464
)
Cash used in financing activities
 
 
( 9,661,652
)
 
 
( 9,666,464
)
(Decrease) increase in cash and cash equivalents
 
 
( 6,865,971
)
 
 
717,816
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents at beginning of period
 
 
10,449,510
 
 
 
10,427,340
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents at end of period
 
$
3,583,539
 
 
$
11,145,156
 
 
 
 
 
 
 
 
 
 
Supplemental disclosures of cash flow information:
 
 
 
 
 
 
 
 
Cash paid during the period for income taxes
 
$
1,281,629
 
 
$
1,760,000
 
 
See accompanying notes. 
 
8
 
 
NVE CORPORATION
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
 
 
NOTE 1. DESCRIPTION OF BUSINESS
We develop and sell devices that use spintronics, a nanotechnology that relies on electron spin rather than electron charge to acquire, store, and transmit information. 
 
NOTE 2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited financial statements of NVE Corporation are prepared consistent with accounting principles generally accepted in the United States and in accordance with Securities and Exchange Commission rules and regulations. In the opinion of management, these financial statements reflect all adjustments, consisting only of normal and recurring adjustments, necessary for a fair presentation of the financial statements. Although we believe that the disclosures are adequate to make the information presented not misleading, certain disclosures have been omitted as allowed, and it is suggested that these unaudited financial statements be read in conjunction with the audited financial statements and the notes included in our latest annual financial statements included in our Annual Report on Form 10 -K for the fiscal year ended March 31, 2022. The results of operations for the quarter and six months ended September 30, 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 -K for the year ended March 31, 2022. As of September 30, 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, Earnings Per Share (Topic 260 ), Debt—Modifications and Extinguishments (Subtopic 470 - 50 ), Compensation—Stock Compensation (Topic 718 ), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815 - 40 ) Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options . ASU 2021 - 04 addresses issuers’ accounting for certain modifications or exchanges of freestanding equity-classified written call options. We adopted ASU 2021 - 04 beginning with the quarter ended June  30, 2022. The adoption had no material impact on our financial statements.
 
New Accounting Standard Not Yet Adopted
In June 2016, the FASB issued ASU No.   2016 - 13, Financial Instruments-Credit Losses (Topic 326 ), Measurement of Credit Losses on Financial Statements . ASU  2016 - 13 requires a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. In November  2018 the FASB issued ASU No.   2018 - 19, Codification Improvements to 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, Codification Improvements to Topic 326, Financial Instruments-Credit Losses , which clarifies or addresses specific issues about certain aspects of ASU  2016 - 13. In November  2019 the FASB issued ASU No.   2019 - 10, Financial Instruments — Credit Losses (Topic  326 ), Derivatives and Hedging (Topic 815 ), and Leases (Topic  842 ): Effective Dates , and in February 2020 the FASB issued ASU No.   2020 - 02, Financial Instruments — Credit Losses (Topic   326 ) and Leases (Topic 842 ): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No.   119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No.   2016 - 02, Leases (Topic  842 ) , both of which delay the effective date of ASU  2016 - 13 by three years for certain Smaller Reporting Companies such as us. In March  2020, the FASB issued ASU No.   2020 - 03, Codification Improvements to Financial Instruments ; which modifies the measurement of expected credit losses of certain financial instruments. In accordance with ASU  2019 - 10 and ASU  2020 - 02, ASU  2016 - 13 is effective for certain Smaller Reporting Companies for financial statements issued for fiscal years beginning after December  15, 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 - 13 on our financial statements.
 
 
NOTE 4. NET INCOME PER SHARE
Net income per basic share is computed based on the weighted-average number of common shares issued and outstanding during each period. Net income per diluted share amounts assume exercise of all stock options. The following tables show the components of diluted shares:
 
  Quarter Ended September 30
  2022
  2021
Weighted average common shares outstanding – basic
4,830,826   4,833,232
Dilutive effect of stock options
130   3,371
Shares used in computing net income per share – diluted
4,830,956   4,836,603
 
  Six Months Ended September 30
  2022   2021
Weighted average common shares outstanding – basic 4,830,826   4,833,232
Dilutive effect of stock options 101   3,389
Shares used in computing net income per share – diluted 4,830,927   4,836,621
 
 
9
 
 
NOTE 5. FAIR VALUE OF FINANCIAL INSTRUMENTS
Our corporate bonds and money market funds are classified as available-for-sale securities and carried at estimated fair value. Unrealized holding gains and losses are included in accumulated other comprehensive income (loss) in the statement of shareholders’ equity. Corporate bonds with remaining maturities less than one year are classified as short-term, and those with remaining maturities greater than one year are classified as long-term. We consider all highly-liquid investments with maturities of three months or less when purchased, including money market funds, to be cash equivalents. Gains and losses on marketable security transactions are reported on the specific-identification method.
 
Contractual maturities of available-for-sale securities as of September 30, 2022 are as follows: 
 
Total
  <1 Year
  1–3 Years
  3–7 Years
 
$ 51,598,609   $ 12,083,924   $ 24,387,794   $ 15,126,891  
 
Total available-for-sale securities represented approximately 76 % of our total assets. Marketable securities as of September 30, 2022 had remaining maturities between 14 weeks and 79 months.
 
Generally accepted accounting principles establish a framework for measuring fair value, provide a definition of fair value, and prescribe required disclosures about fair-value measurements. Generally accepted accounting principles define fair value as the price that would be received to sell an asset or paid to transfer a liability. Fair value is a market-based measurement that should be determined using assumptions that market participants would use in pricing an asset or liability. Generally accepted accounting principles utilize a valuation hierarchy for disclosure of fair value measurements. The categorization within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The categories within the valuation hierarchy are described as follows:
Level 1 – Financial instruments with quoted prices in active markets for identical assets or liabilities.
 
Level 2 – Financial instruments with quoted prices in active markets for similar assets or liabilities. Level 2 fair value measurements are determined using either prices for similar instruments or inputs that are either directly or indirectly observable, such as interest rates.
 
Level 3 – Inputs to the fair value measurement are unobservable inputs or valuation techniques.
 
Money market funds are included on the balance sheets in “Cash and cash equivalents.” Corporate bonds are included on the balance sheets in “Marketable securities, short term” and “Marketable securities, long term.”
 
The following table shows the estimated fair value of assets that were accounted for at fair value on a recurring basis:
 
    As of September 30, 2022
    As of March 31, 2022
    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
Corporate bonds
    -       49,841,332       49,841,332       -       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
 
Our available-for-sale securities as of September 30 and March 31, 2022, aggregated into classes of securities, were as follows:
 
    As of September 30, 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
Money market funds
  $ 1,757,277     $ -     $ -     $ 1,757,277     $ 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
Total
  $ 53,882,320     $ -     $ ( 2,283,711 )   $ 51,598,609     $ 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 and March  31, 2022.
 
    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
 
                                                 
As of September 30, 2022
                                               
Corporate bonds
  $ 40,510,241     $ ( 1,327,302 )   $ 9,331,091     $ ( 956,409 )   $ 49,841,332     $ ( 2,283,711 )
Total
  $ 40,510,241     $ ( 1,327,302 )   $ 9,331,091     $ ( 956,409 )   $ 49,841,332     $ ( 2,283,711 )
                                                 
As of March 31, 2022
                                               
Corporate bonds
  $ 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 )
 
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, 2022.
 
NOTE 6. INVENTORIES
Inventories are shown in the following table:
 
    September 30, 2022     March 31, 2022
Raw materials
$ 1,324,358   $ 987,062
Work in process
  3,829,498     3,355,838
Finished goods
  640,993     745,735
Total inventories
$ 5,794,849   $ 5,088,635
 
NOTE 7. STOCK-BASED COMPENSATION
Stock-based compensation expense was $ 39,951 for the second quarter of fiscal 2023, $ 56,999 for the second quarter of fiscal 2022, $ 47,085 for the first six months of fiscal 2023, and $ 64,237 for the first six 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 and state income taxes payable as of September  30, 2022 of approximately $ 1,457,000 are included in accrued expenses.
 
We had no unrecognized tax benefits as of September 30, 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, 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
Operating lease cost $ 42,515   $ 85,031  
Variable lease cost   30,126     61,315  
Total $ 72,641   $ 146,346  
             
Cash paid for amounts included in the measurement of lease liabilities            
Operating cash flows for leases
$ 42,723     87,156  
Remaining lease term 42 months        
Discount rate   3.5 %      
 
 The following table presents the maturities of lease liabilities as of September 30, 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  
 
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, 2022. We did not repurchase any of our Common Stock during the first six months of fiscal 2023.  
 
NOTE 11. INFORMATION AS TO EMPLOYEE STOCK PURCHASE, SAVINGS, AND SIMILAR PLANS
All of our employees are eligible to participate in our 401 (k) savings plan the first quarter after reaching age 21. Employees may contribute up to the Internal Revenue Code maximum. We make matching contributions of 100 % of the first 3 % of participants’ salary deferral contributions. Our matching contributions were $ 23,751 f or the second quarter of fiscal 2023, $ 26,831 for the second quarter of fiscal 2022, $ 52,177 for the first six months of fiscal 2023, and $ 55,415 for the first six months of fiscal 2022.
 
NOTE 12. SUBSEQUENT EVENTS
On October 19, 2022 we announced that our Board had declared a quarterly cash dividend of $ 1.00 per share of Common Stock to be paid November 30, 2022 to shareholders of record as of the close of business October 31, 2022 .
 
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.
 
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, 2022 our critical accounting policies and estimates continued to include investment valuation, inventory valuation, and deferred tax assets estimation.
 
13
 
 
Quarter ended September 30, 2022 compared to quarter ended September 30, 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
%
 
 
Total revenue for the quarter ended September 30, 2022 (the second quarter of fiscal 2023) increased 57% compared to the quarter ended September 30, 2021 (the second quarter of fiscal 2022). The increase was due to a 59 % increase in product sales and a 5% increase 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 in contract research and development revenue was due to new contracts.
 
Total expenses decreased 7% for the second quarter of fiscal 2023 compared to the second quarter of fiscal 2022 due to a 5% decrease in research and development expense and a 10% decrease in selling, general, and administrative expense. The decreases in expenses were primarily due to the reallocation of resources to revenue-generating activities.
 
Interest income for the second quarter of fiscal 2023 increased 19% due to an increase in our available-for-sale securities and an increase in their average interest rate.
 
The 67% increase in net income in the second quarter of fiscal 2023 compared to the prior-year quarter was primarily due to increased revenue and decreased expenses.
 
14
 
 
Six months ended September 30, 2022 compared to six months ended September 30, 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
 
 
2022
 
 
2021
 
 
Change
 
Revenue
 
 
 
 
 
 
 
 
Product sales
 97.4
%
 
97.2
%
 
29.5
%
Contract research and development
2.6
%
 
2.8
%
 
 18.8
%
Total revenue
100.0
%
 
100.0
%
 
29.2
%
Cost of sales
 22.5
%
 
 23.7
%
 
22.4
%
Gross profit
 77.5
%
 
 76.3
%
 
31.3
%
Expenses
 
 
 
 
 
 
 
 
Research and development
 7.0
%
 
10.9
%
 
 (16.1)
%
Selling, general, and administrative
4.5
%
 
 6.8
%
 
 (15.0)
%
Total expenses
 11.5
%
 
 17.7
%
 
 (15.7)
%
Income from operations
 66.0
%
 
58.6
%
 
45.4
%
Interest income
 3.5
%
 
 4.2
%
 
8.5
%
Income before taxes
 69.5
%
 
 62.8
%
 
43.0
%
Provision for income taxes
 12.8
%
 
 11.1
%
 
49.4
%
Net income
 56.7
%
 
51.7
%
 
41.6
%
 
Total revenue for the six months ended September 30, 2022 (the first six months of fiscal 2023) increased 29% compared to the six months ended September 30, 2021 (the first six months of fiscal 2022). The increase was due to a 29% increase in product sales and a 19% increase 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 in contract research and development revenue was due to new contracts.
 
Gross profit as a percentage of revenue increased to 78% for the first six months of fiscal 2023 from 76% for the first six months of fiscal 2022 primarily due to increased prices partially offset by increased costs.
 
Total expenses decreased 16% for the first six months of fiscal 2023 compared to the first six months of fiscal 2022 due to a 16% decrease in research and development expense and a 15% decrease in selling, general, and administrative expense. The decreases in expenses were primarily due to the reallocation of resources to revenue-generating activities.
 
Interest income for the first six months of fiscal 2023 increased 9% due to an increase in our available-for-sale securities and an increase in their average interest rate.
 
The 42% increase in net income in the first six months of fiscal 2023 compared to the prior-year period was primarily due to increased revenue and decreased expenses.
 
Supply Chain Disruptions
Supply chain disruptions related to the COVID-19 pandemic may have favorably affected product sales in the quarter and six months ended September 30, 2022 since we believe the disruptions may have been less severe for us than for our competitors. We believe supply chain disruptions also had an unfavorable impact on our costs of sales.
 
15
 
 
Liquidity and Capital Resources
 
Overview
Cash and cash equivalents were $3,583,539 as of September 30, 2022 compared to $10,449,510 as of March 31, 2022. The $6,865,971 decrease in cash and cash equivalents during the first six months of fiscal 2023 was due to $9,661,652 of cash used in financing activities for dividend payments and $6,555,557 of cash used by investing activities, partially offset by $9,351,238 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 for the first six months of fiscal 2023 compared to $6,458,196 for the first six months of fiscal 2022.
 
Accounts receivable increased $1,155,585 during the first six months of fiscal 2023 primarily due to increased product sales.
 
Inventories increased $706,214 due primarily to our decisions to increase work in process in order to mitigate longer vendor lead-times.
 
Accounts payable 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.
 
Investing Activities
Cash used by investing activities during the six months ended September 30, 2022 consisted of $25,381,057 of  marketable securities purchases and $24,500 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 additional new production equipment to increase our production 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 months ended September 30, 2022 consisted of $9,661,652 of cash dividends paid to shareholders. In addition to cash dividends to shareholders paid in second quarter of fiscal 2023, on October 19, 2022 we announced that our Board 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, to be paid November 30, 2022. We plan to fund dividends through cash provided by operating activities and proceeds from maturities of marketable securities. All future dividends will be subject to Board approval and subject to the company’s results of operations, cash and marketable security balances, estimates of future cash requirements, and other factors the Board may deem relevant. Furthermore, dividends may be modified or discontinued at any time without notice.
 
16
 
 
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, 2022, our disclosure controls and procedures were effective.
 
Changes in Internal Controls
During the quarter ended September 30, 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.
 
Item 4. Mine Safety Disclosures.
None.
 
17
 
 
Item 6. Exhibits.  
 
Exhibit #
Description
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
 
 
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
 
/s/ DANIEL A. BAKER  
 
Date
 
Daniel A. Baker
 
 
 
President and Chief Executive Officer
 
 
 
 
 
October 19, 2022
 
/s/ JOSEPH P. SCHMITZ
 
Date
 
Joseph P. Schmitz
 
 
 
Chief Financial Officer
 
 
19
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.