NVE Corp - Form 8-K SEC filing

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, 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 25, 2023

NVE Corporation
(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 and nine months ended December 31, 2022.

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, 2023 to shareholders of record as of January 30, 2023.

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 25, 2023

NVE CORPORATION
(Registrant)

/s/ JOSEPH R. SCHMITZ
Joseph R. Schmitz
Chief Financial Officer

INDEX TO EXHIBITS

Exhibit #

Description

Press release of NVE Corporation reporting results for the quarter and nine months ended December 31, 2022 and announcing a quarterly dividend.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

NVE Corporation Reports Third Quarter Results and Announces Quarterly Dividend

EDEN PRAIRIE, Minn.—January 25, 2022—NVE Corporation (Nasdaq: NVEC) announced today financial results for the quarter and nine months ended December 31, 2022.

Total revenue for the third quarter of fiscal 2023 increased 18% to $7.40 million from $6.29 million for the prior-year quarter. The increase was due to a 22% increase in product sales, partially offset by a 46% decrease in contract research and development revenue. Net income for the third quarter of fiscal 2023 increased 22% to $4.23 million, or $0.88 per diluted share, compared to $3.47 million, or $0.72 per share, for the prior-year quarter.

For the first nine months of fiscal 2023, total revenue increased 26% to $25.5 million from $20.3 million for the first nine months of the prior year. The increase was due to a 27% increase in product sales, partially offset by a 13% decrease in contract research and development revenue. Net income increased 35% to $14.5 million, or $2.99 per diluted share, from $10.7 million, or $2.21 per share, for the first nine months of fiscal 2022.

The company also announced a quarterly cash dividend to shareholders of $1.00 per share of common stock, payable February 28, 2023 to shareholders of record as of January 30, 2023.

“We are pleased to report strong revenue and earnings growth for the quarter and nine months,” 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 risks and uncertainties related to future sales and revenues, our dependence on critical suppliers and packaging vendors, and risks related to supply-chain disruptions, 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, 2022 as updated in our Quarterly Report on Form 10-Q for the Quarter ended December 31, 2022.

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NVE CORPORATION STATEMENTS OF INCOME QUARTERS AND NINE MONTHS ENDED DECEMBER 31, 2022 AND 2021 (Unaudited)
	Quarter Ended December 31,
	2022		2021
Revenue
Product sales	$	7,200,385	$	5,916,790
Contract research and development		201,293		374,019
Total revenue		7,401,678		6,290,809
Cost of sales		1,478,372		1,385,006
Gross profit		5,923,306		4,905,803
Expenses
Research and development		700,609		596,492
Selling, general, and administrative		403,449		272,159
Total expenses		1,104,058		868,651
Income from operations		4,819,248		4,037,152
Interest income		406,092		283,940
Income before taxes		5,225,340		4,321,092
Provision for income taxes		994,016		855,685
Net income	$	4,231,324	$	3,465,407
Net income per share – basic	$	0.88	$	0.72
Net income per share – diluted	$	0.88	$	0.72
Weighted average shares outstanding
Basic		4,830,826		4,833,604
Diluted		4,832,368		4,835,770

	Nine Months Ended December 31,
	2022		2021
Revenue
Product sales	$	24,787,885	$	19,500,567
Contract research and development		668,024		766,866
Total revenue		25,455,909		20,267,433
Cost of sales		5,533,000		4,698,720
Gross profit		19,922,909		15,568,713
Expenses
Research and development		1,972,505		2,112,630
Selling, general, and administrative		1,210,395		1,221,893
Total expenses		3,182,900		3,334,523
Income from operations		16,740,009		12,234,190
Interest income		1,040,528		868,519
Income before taxes		17,780,537		13,102,709
Provision for income taxes		3,318,723		2,411,228
Net income	$	14,461,814	$	10,691,481
Net income per share – basic	$	2.99	$	2.21
Net income per share – diluted	$	2.99	$	2.21
Weighted average shares outstanding
Basic		4,830,826		4,833,356
Diluted		4,831,168		4,835,781

NVE CORPORATION BALANCE SHEETS DECEMBER 31 AND MARCH 31, 2022

	Dec. 31, 2022			March 31, 2022
ASSETS
Current assets
Cash and cash equivalents	$	2,029,714		$	10,449,510
Marketable securities, short-term		10,337,621			20,839,683
Accounts receivable, net of allowance for uncollectible accounts of $15,000		2,097,274			4,704,829
Inventories		6,459,227			5,088,635
Prepaid expenses and other assets		924,161			420,520
Total current assets		21,847,997			41,503,177
Fixed assets
Machinery and equipment		10,486,161			9,739,244
Leasehold improvements		1,926,334		1,810,872
		12,412,495			11,550,116
Less accumulated depreciation and amortization		11,018,857		10,943,731
Net fixed assets		1,393,638			606,385
Deferred tax assets		862,424		483,469
Marketable securities, long-term		41,167,242		24,314,211
Right-of-use asset – operating lease		459,032		560,250
Total assets	$	65,730,333		$	67,467,492

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	470,929		$	943,535
Accrued payroll and other		1,245,390		1,356,689
Operating lease		161,271		156,121
Total current liabilities		1,877,590			2,456,345
Operating lease		397,303		446,018
Total liabilities		2,274,893		2,902,363

Shareholders’ equity
Common stock		48,308			48,308
Additional paid-in capital		19,310,703			19,256,485
Accumulated other comprehensive income		(1,451,362	)		(318,120	)
Retained earnings		45,547,791		45,578,456
Total shareholders’ equity		63,455,440		64,565,129
Total liabilities and shareholders’ equity	$	65,730,333		$	67,467,492