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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) October 18, 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 |
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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 September 30, 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 November 30, 2023, to shareholders of record as of October 30, 2023.
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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 October 18, 2023 |
NVE
CORPORATION
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INDEX TO EXHIBITS
| Exhibit # | Description |
| 99 | Press release of NVE Corporation reporting results for the quarter ended September 30, 2023, and announcing a quarterly dividend. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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Exhibit 99
NVE Corporation Reports Second Quarter Results and Announces Quarterly Dividend
EDEN PRAIRIE, Minn.—October 18, 2023—NVE Corporation (Nasdaq: NVEC) announced today financial results for the quarter
and six months ended September 30, 2023.
Total revenue for the second quarter of fiscal 2024 decreased 33% to $7.13 million from $10.7 million for the prior-year quarter.
The decrease was due to a 32% decrease in product sales and a 92% decrease in contract research and development revenue. Net income for
the second quarter of fiscal 2024 decreased 22% to $4.72 million, or $0.98 per diluted share, compared to $6.09 million,
or $1.26 per share, for the prior-year quarter.
For the first six months of fiscal 2024, total revenue decreased 12% to $16.0 million from $18.1 million for the first six months of the prior year. The decrease was due to a 10% decrease in product sales and a 68% decrease in contract research and development revenue. Net income decreased 11% to $9.13 million, or $1.89 per diluted share, from $10.2 million, or $2.12 per share, for the first half of fiscal 2023.
The company also announced a quarterly cash dividend to shareholders of $1.00 per share of common stock, payable November 30, 2023, to shareholders of record as of October 30, 2023.
“We
are pleased to report solid earnings for the quarter and six 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 Report on Form 10-Q for the quarter ended June 30, 2023.
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| NVE
CORPORATION STATEMENTS OF INCOME QUARTERS AND SIX MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (Unaudited) |
| Quarter Ended September 30, | ||||||||
| 2023 | 2022 | |||||||
| Revenue | ||||||||
| Product sales | $ | 7,117,122 | $ | 10,514,539 | ||||
| Contract research and development | 16,154 | 203,285 | ||||||
| Total revenue | 7,133,276 | 10,717,824 | ||||||
| Cost of sales | 1,599,866 | 2,402,781 | ||||||
| Gross profit | 5,533,410 | 8,315,043 | ||||||
| Expenses | ||||||||
| Research and development | 683,208 | 669,978 | ||||||
| Selling, general, and administrative | 433,785 | 435,625 | ||||||
| Provision for credit losses | (202,926 | ) | - | |||||
| Total expenses | 914,067 | 1,105,603 | ||||||
| Income from operations | 4,619,343 | 7,209,440 | ||||||
| Interest income | 512,092 | 351,375 | ||||||
| Income before taxes | 5,131,435 | 7,560,815 | ||||||
| Provision for income taxes | 407,869 | 1,470,442 | ||||||
| Net income | $ | 4,723,566 | $ | 6,090,373 | ||||
| Net income per share – basic | $ | 0.98 | $ | 1.26 | ||||
| Net income per share – diluted | $ | 0.98 | $ | 1.26 | ||||
| Cash dividends declared per common share | $ | 1.00 | $ | 1.00 | ||||
| Weighted average shares outstanding | ||||||||
| Basic | 4,833,401 | 4,830,826 | ||||||
| Diluted | 4,840,770 | 4,830,956 | ||||||
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Six Months Ended Sept. 30, | |||||||
| 2023 | 2022 | |||||||
| Revenue | ||||||||
| Product sales | $ | 15,817,214 | $ | 17,587,500 | ||||
| Contract research and development | 147,476 | 466,731 | ||||||
| Total revenue | 15,964,690 | 18,054,231 | ||||||
| Cost of sales | 3,679,489 | 4,054,628 | ||||||
| Gross profit | 12,285,201 | 13,999,603 | ||||||
| Expenses | ||||||||
| Research and development | 1,379,200 | 1,271,896 | ||||||
| Selling, general, and administrative | 908,900 | 806,946 | ||||||
| Provision for credit losses | 9,514 | - | ||||||
| Total expenses | 2,297,614 | 2,078,842 | ||||||
| Income from operations | 9,987,587 | 11,920,761 | ||||||
| Interest income | 948,618 | 634,436 | ||||||
| Income before taxes | 10,936,205 | 12,555,197 | ||||||
| Provision for income taxes | 1,808,909 | 2,324,707 | ||||||
| Net income | $ | 9,127,296 | $ | 10,230,490 | ||||
| Net income per share – basic | $ | 1.89 | $ | 2.12 | ||||
| Net income per share – diluted | $ | 1.89 | $ | 2.12 | ||||
| Cash dividends declared per common share | $ | 2.00 | $ | 2.00 | ||||
| Weighted average shares outstanding | ||||||||
| Basic | 4,832,786 | 4,830,826 | ||||||
| Diluted | 4,840,688 | 4,830,927 | ||||||
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| NVE CORPORATION BALANCE SHEETS SEPTEMBER 30 AND MARCH 31, 2023 |
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(Unaudited) Sept. 30, |
March 31,
2023 |
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| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | 6,953,448 | $ | 1,669,896 | ||||
| Marketable
securities, short-term (amortized cost of $7,302,714 as of September 30, 2023, and $15,696,135 as of March 31, 2023) |
7,224,056 | 15,513,095 | ||||||
| Accounts receivable, net of allowance for credit losses of $15,000 | 2,915,762 | 6,523,344 | ||||||
| Inventories | 6,967,766 | 6,417,010 | ||||||
| Prepaid expenses and other assets | 1,064,853 | 663,459 | ||||||
| Total current assets | 25,125,885 | 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 | 11,250,170 | 11,095,236 | ||||||
| Net fixed assets | 1,207,235 | 1,345,438 | ||||||
| Deferred tax assets | 1,395,430 | 572,038 | ||||||
| Marketable
securities, long-term (amortized cost of $41,467,512 as of September 30, 2023, and $37,495,846 as of March 31, 2023) |
39,623,299 | 36,125,047 | ||||||
| Right-of-use asset – operating lease | 358,590 | 425,843 | ||||||
| Total assets | $ | 67,710,439 | $ | 69,255,170 | ||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | 244,236 | $ | 281,712 | ||||
| Accrued payroll and other | 539,452 | 1,375,250 | ||||||
| Operating lease | 177,585 | 175,798 | ||||||
| Total current liabilities | 961,273 | 1,832,760 | ||||||
| Operating lease | 260,509 | 342,908 | ||||||
| Total liabilities | 1,221,782 | 2,175,668 | ||||||
| Shareholders’ equity | ||||||||
| Common stock, $0.01 par value, 6,000,000 shares authorized; 4,833,401 issued and outstanding as of September 30, 2023, and 4,830,826 as of March 31, 2023 | 48,334 | 48,308 | ||||||
| Additional paid-in capital | 19,529,791 | 19,295,442 | ||||||
| Accumulated other comprehensive loss | (1,502,147 | ) | (1,213,858 | ) | ||||
| Retained earnings | 48,412,679 | 48,949,610 | ||||||
| Total shareholders’ equity | 66,488,657 | 67,079,502 | ||||||
| Total liabilities and shareholders’ equity | $ | 67,710,439 | $ | 69,255,170 | ||||
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