8-K
Nve Corp /New/ (NVEC)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
FORM 8-K
CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 17, 2024
NVE Corp oration
(Exact name of registrant as specified in its charter)
| Minnesota | 000-12196 | 41-1424202 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 11409 Valley View Road , Eden Prairie , Minnesota | 55344 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (952) 829-9217
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
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 |
Item 2.02. Results of Operations and Financial Condition.
Furnished as Exhibit 99 is a press release of NVE Corporation reporting results for the quarter ended December 31, 2023.
Item 8.01. Other Events.
NVE Corporation announced that its Board of Directors approved a quarterly cash dividend to shareholders of $1.00 per share of common stock, payable February 28, 2024, to shareholders of record as of January 29, 2024.
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SIGNATURE
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 hereunto duly authorized.
| Date January **** 1 7 , 202 4 | NVE CORPORATION<br>(Registrant)<br><br><br>/s/ DANIEL NELSON<br>Daniel Nelson<br>Principal Financial Officer |
|---|
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INDEX TO EXHIBITS
| Exhibit # | Description |
|---|---|
| 99 | Press release of NVE Corporation reporting results for the quarter endedDecember31, 2023,and announcing a quarterly dividend. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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Press Release
NVE Corporation Reports Third Quarter Results and Announces Quarterly Dividend
EDEN PRAIRIE, Minn.—January 17, 2024—NVE Corporation (Nasdaq: NVEC) announced today financial results for the quarter and nine months ended December 31, 2023.
Total revenue for the third quarter of fiscal 2024 decreased 9% to $6.76 million from $7.40 million for the prior-year quarter. The decrease was due to a 12% decrease in product sales, partially offset by a **** 94% increase in contract research and development revenue. Net income for the third quarter of fiscal 2024 decreased 1% to $4.18 **** million, or $0.87 per diluted share, compared to $4.23 million, or $0.88 per share, for the prior-year quarter.
For the first nine months of fiscal 2024, total revenue decreased 11% to $22.7 million from $25.5 million for the first nine months of the prior year. The decrease was due to an 11% decrease in product sales and a 20% decrease in contract research and development revenue. Net income decreased 8% to $13.3 million, or $2.75 per diluted share, from $14.5 million, or $2.99 per share, for the first nine months of fiscal 2023.
The company also announced a quarterly cash dividend to shareholders of $1.00 per share of common stock, payable February 28, 2024, to shareholders of record as of January 29, 2024.
“We are pleased to report solid earnings for the quarter and nine months despite a decrease in defense-related product sales and a semiconductor industry downturn,” said NVE President and Chief Executive Officer Daniel A. Baker, Ph.D.
NVE is a leader in the practical commercialization of spintronics, a nanotechnology that relies on electron spin rather than electron charge to acquire, store, and transmit information. The company manufactures high-performance spintronic products including sensors and couplers that are used to acquire and transmit data.
Statements used in this press release that relate to future plans, events, financial results, or performance are forward-looking statements that are subject to certain risks and uncertainties including, among others, such factors as our reliance on several large customers for a significant percentage of revenue, uncertainties related to the economic environments in the industries we serve, uncertainties related to future sales and revenues, risks of credit losses, risks and uncertainties related to future dividend payments, as well as the risk factors listed from time to time in our filings with the SEC, including our Annual Report on Form 10-K for the fiscal year ended March 31, 2023, as updated in our Quarterly Reports on Form 10-Q for the quarters ended December 31 and June 30, 2023.
| NVE CORPORATION <br>STATEMENTS OF INCOME <br>QUARTERS AND NINE MONTHS ENDED DECEMBER 31, 2023 AND 2022<br>(Unaudited) | ||||
|---|---|---|---|---|
| Quarter Ended December 31, | ||||
| --- | --- | --- | --- | --- |
| 2023 | 2022 | |||
| Revenue | ||||
| Product sales | $ | 6,366,009 | $ | 7,200,385 |
| Contract research and development | 390,251 | 201,293 | ||
| Total revenue | 6,756,260 | 7,401,678 | ||
| Cost of sales | 1,355,067 | 1,478,372 | ||
| Gross profit | 5,401,193 | 5,923,306 | ||
| Expenses | ||||
| Research and development | 540,895 | 700,609 | ||
| Selling, general, and administrative | 389,311 | 403,449 | ||
| Total expenses | 930,206 | 1,104,058 | ||
| Income from operations | 4,470,987 | 4,819,248 | ||
| Interest income | 491,671 | 406,092 | ||
| Income before taxes | 4,962,658 | 5,225,340 | ||
| Provision for income taxes | 778,236 | 994,016 | ||
| Net income | $ | 4,184,422 | $ | 4,231,324 |
| Net income per share – basic | $ | 0.87 | $ | 0.88 |
| Net income per share – diluted | $ | 0.87 | $ | 0.88 |
| Cash dividends declared per common share | $ | 1.00 | $ | 1.00 |
| Weighted average shares outstanding | ||||
| Basic | 4,833,401 | 4,830,826 | ||
| Diluted | 4,837,230 | 4,832,368 | ||
| Nine Months Ended Dec. 31, | ||||
| 2023 | 2022 | |||
| Revenue | ||||
| Product sales | $ | 22,183,223 | $ | 24,787,885 |
| Contract research and development | 537,727 | 668,024 | ||
| Total revenue | 22,720,950 | 25,455,909 | ||
| Cost of sales | 5,034,556 | 5,533,000 | ||
| Gross profit | 17,686,394 | 19,922,909 | ||
| Expenses | ||||
| Research and development | 1,920,095 | 1,972,505 | ||
| Selling, general, and administrative | 1,298,211 | 1,210,395 | ||
| Provision for credit losses | 9,514 | - | ||
| Total expenses | 3,227,820 | 3,182,900 | ||
| Income from operations | 14,458,574 | 16,740,009 | ||
| Interest income | 1,440,289 | 1,040,528 | ||
| Income before taxes | 15,898,863 | 17,780,537 | ||
| Provision for income taxes | 2,587,145 | 3,318,723 | ||
| Net income | $ | 13,311,718 | $ | 14,461,814 |
| Net income per share – basic | $ | 2.75 | $ | 2.99 |
| Net income per share – diluted | $ | 2.75 | $ | 2.99 |
| Cash dividends declared per common share | $ | 3.00 | $ | 3.00 |
| Weighted average shares outstanding | ||||
| Basic | 4,832,992 | 4,830,826 | ||
| Diluted | 4,839,725 | 4,831,168 |
| NVE CORPORATION<br>BALANCE SHEETS<br>DECEMBER 31 AND MARCH 31, 2023 | |||||
|---|---|---|---|---|---|
| March 31, <br>2023 | |||||
| --- | --- | --- | --- | --- | --- |
| ASSETS | |||||
| Current assets | |||||
| Cash and cash equivalents | 4,684,910 | $ | 1,669,896 | ||
| Marketable securities, short-term (amortized cost of 14,556,450as of December 31, 2023, and 15,696,135 as of March 31, 2023) | 14,335,619 | 15,513,095 | |||
| Accounts receivable, net of allowance for credit losses of 15,000 | 2,245,728 | 6,523,344 | |||
| Inventories | 7,349,811 | 6,417,010 | |||
| Prepaid expenses and other assets | 597,305 | 663,459 | |||
| Total current assets | 29,213,373 | 30,786,804 | |||
| Fixed assets | |||||
| Machinery and equipment | 10,501,096 | 10,484,365 | |||
| Leasehold improvements | 1,956,309 | 1,956,309 | |||
| 12,457,405 | 12,440,674 | ||||
| Less accumulated depreciation and amortization | 11,326,985 | 11,095,236 | |||
| Net fixed assets | 1,130,420 | 1,345,438 | |||
| Deferred tax assets | 1,290,284 | 572,038 | |||
| Marketable securities, long-term (amortized cost of 36,414,391as of December 31, 2023, and 37,495,846 as of March 31, 2023) | 35,670,914 | 36,125,047 | |||
| Right-of-use asset – operating lease | 324,451 | 425,843 | |||
| Total assets | 67,629,442 | $ | 69,255,170 | ||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||
| Current liabilities | |||||
| Accounts payable | 170,701 | $ | 281,712 | ||
| Accrued payroll and other | 460,414 | 1,375,250 | |||
| Operating lease | 178,490 | 175,798 | |||
| Total current liabilities | 809,605 | 1,832,760 | |||
| Operating lease | 218,785 | 342,908 | |||
| Total liabilities | 1,028,390 | 2,175,668 | |||
| Shareholders’ equity | |||||
| Common stock, 0.01 par value, 6,000,000 shares authorized; 4,833,401 issued and outstanding as of December 31, 2023, and 4,830,826 as of March 31, 2023 | 48,334 | 48,308 | |||
| Additional paid-in capital | 19,542,335 | 19,295,442 | |||
| Accumulated other comprehensive loss | (753,317 | ) | (1,213,858 | ) | |
| Retained earnings | 47,763,700 | 48,949,610 | |||
| Total shareholders’ equity | 66,601,052 | 67,079,502 | |||
| Total liabilities and shareholders’ equity | 67,629,442 | $ | 69,255,170 |
All values are in US Dollars.