UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 2003
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
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 (IRS Employer
incorporation or organization) Identification No.)
11409 Valley View Road, Eden Prairie, Minnesota 55344
(Address of principal executive offices)
(952) 829-9217
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 [X] No [ ]
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
Common Stock, $.01 Par Value - 4,319,689 shares outstanding as of
October 20, 2003
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
PART I--FINANCIAL INFORMATION
Item 1. Financial Statements.
NVE CORPORATION
BALANCE SHEET
SEPTEMBER 30, 2003
Current assets:
Cash $ 1,025,780
Investment securities 5,411,183
Accounts receivable, net of allowance for
uncollectible accounts of $15,000 1,099,428
Inventories 1,268,362
Prepaid expenses and other assets 133,565
------------
Total current assets 8,938,318
Fixed assets:
Machinery and equipment 3,287,918
Furniture and fixtures 35,499
Leasehold improvements 365,187
------------
3,688,604
Less accumulated depreciation 2,101,431
------------
Total fixed assets 1,587,173
------------
Total assets $10,525,491
============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 539,201
Accrued payroll and other 670,346
Deferred revenue 626,815
Capital lease obligations 160,744
------------
Total current liabilities 1,997,106
Capital lease obligations, less current portion 141,151
------------
Total liabilities 2,138,257
Shareholders' equity:
Common stock 43,069
Additional paid-in capital 12,336,303
Accumulated other comprehensive income 74,456
Accumulated deficit (4,066,594)
------------
Total shareholders' equity 8,387,234
------------
Total liabilities and shareholders' equity $10,525,491
============
SEE ACCOMPANYING NOTES.
NVE CORPORATION
STATEMENT OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
Three Months Ended September 30
2003 2002
-------------------------------
Revenue
Contract research and development $ 1,595,612 $ 1,633,915
Product sales 1,268,573 612,812
License revenue - 97,917
------------ ------------
Total revenue 2,864,185 2,344,644
Cost of sales 1,738,702 1,508,900
------------ ------------
Gross profit 1,125,483 835,744
Expenses
Research and development 302,573 288,256
Selling, general & administrative 475,691 456,441
------------ ------------
Total expenses 778,264 744,697
------------ ------------
Income from operations 347,219 91,047
Interest income 44,455 55,430
Interest expense (6,907) (9,992)
Other income 21,709 23,811
------------ ------------
Net income $ 406,476 $ 160,296
============ ============
Net income per share-basic $ .10 $ .04
============ ============
Net income per share-diluted $ .09 $ .04
============ ============
Weighted average shares outstanding:
Basic 4,232,666 4,157,379
Diluted 4,679,415 4,438,485
SEE ACCOMPANYING NOTES.
NVE CORPORATION
STATEMENT OF OPERATIONS
SIX MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
Six Months Ended September 30
2003 2002
-----------------------------
Revenue
Contract research and development $ 3,316,518 $ 3,169,766
Product sales 2,367,516 1,142,000
License revenue - 195,834
------------ ------------
Total revenue 5,684,034 4,507,600
Cost of sales 3,647,697 2,849,046
------------ ------------
Gross profit 2,036,337 1,658,554
Expenses
Research and development 481,242 616,858
Selling, general & administrative 926,554 903,440
------------ ------------
Total expenses 1,407,796 1,520,298
------------ ------------
Income from operations 628,541 138,256
Interest income 93,468 95,680
Interest expense (14,598) (22,898)
Other income 33,483 41,487
------------ ------------
Net income $ 740,894 $ 252,525
============ ============
Net income per share-basic $ .18 $ .06
============ ============
Net income per share-diluted $ .16 $ .06
============ ============
Weighted average shares outstanding:
Basic 4,199,715 4,097,926
Diluted 4,646,464 4,379,032
SEE ACCOMPANYING NOTES.
NVE CORPORATION
STATEMENT OF CASH FLOWS
SIX MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
Six Months Ended Sept. 30
2003 2002
------------ ------------
OPERATING ACTIVITIES
Net income $ 740,894 $ 252,525
Adjustments to reconcile net income to net
cash provided by (used in) operating activities:
Depreciation and amortization 244,459 243,682
Changes in operating assets and liabilities:
Accounts receivable (71,138) (50,285)
Inventories (427,586) (124,581)
Prepaid expenses and other 36,755 (118,035)
Accounts payable and accrued expenses 273,134 184,398
Deferred revenue (262,812) (499,717)
------------ ------------
Net cash provided by (used in) operating activities 533,706 (112,013)
INVESTING ACTIVITIES
Purchases of fixed assets (650,911) (313,796)
Sales (purchases) of investment securities 455,929 (5,574,134)
------------ ------------
Net cash used in investing activities (194,982) (5,887,930)
FINANCING ACTIVITIES
Net proceeds from sale of common stock 166,791 6,221,366
Repayment of note payable and
capital lease obligations (75,503) (288,028)
----------- ------------
Net cash provided by financing activities 91,288 5,933,338
----------- ------------
Increase in cash 430,012 (66,605)
Cash and cash equivalents at beginning of period 595,768 537,258
----------- ------------
Cash and cash equivalents at end of period $1,025,780 $ 470,653
=========== ============
SEE ACCOMPANYING NOTES.
NVE CORPORATION
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2003
1. INTERIM FINANCIAL INFORMATION
The accompanying unaudited financial statements of NVE Corporation (the
"Company") are consistent with accounting principles generally accepted in the
United States and reporting with SEC 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, it is suggested that these
condensed financial statements be read in conjunction with the audited
financial statements and the notes included in our latest annual financial
statements included in our report on Form 10-KSB. The results of operations
for the three and six month periods ended September 30, 2003 are not
necessarily indicative of the results that may be expected for the full year
ending March 31, 2004.
2. NATURE OF BUSINESS
We develop and sell "spintronics" devices, which rely on electron spin
rather than electron charge to acquire, store, and transmit information.
3. REVENUE RECOGNITION
Revenue from product sales to direct customers is recognized upon shipment.
Revenue from licensing and technology development programs, which is
nonrefundable and for which no significant future obligations exist, is
recognized when the license is signed. Revenue from licensing and technology
development programs, which is refundable, recoupable against future royalties,
or for which future obligations exist, is recognized when we have completed our
obligations under the terms of the agreements. Revenue from royalties is
recognized upon the shipment of product from our technology license partners to
direct customers. Certain research and development activities are conducted for
third parties and such revenue is recognized as the services are performed.
4. EARNINGS PER SHARE
We calculate our income (loss) per share pursuant to Statement of Financial
Accounting Standards No. 128 ("SFAS 128"), Earnings Per Share. Basic earnings
per share is computed based upon the weighted average number of common shares
issued and outstanding during each year. Diluted net income per share amounts
assume conversion, exercise or issuance of all potential common stock
instruments (stock options, warrants and convertible preferred stock).
Potentially dilutive securities including warrants and stock options are
excluded from diluted earnings per share during net loss periods because these
securities would be anti-dilutive.
5. INVESTMENTS
We classify and account for debt and equity securities in accordance with SFAS
No. 115, Accounting for Certain Investments in Debt and Equity Securities. The
Company's entire portfolio is classified as available for sale; thus,
securities are recorded at fair market value and any associated unrealized gain
or loss, net of tax, is included as a separate component of shareholders'
equity, "Accumulated other comprehensive income."
6. COMPREHENSIVE INCOME
The components of comprehensive income (loss) are as follows:
Three months Six months
ended September 30 ended September 30
2003 2002 2003 2002
-------- -------- -------- --------
Net income $406,476 $160,296 $740,894 $252,525
Change in unrealized gains (26,352) 68,016 1,235 91,114
-------- -------- -------- --------
Comprehensive income $380,124 $228,312 $742,129 $343,639
======== ======== ======== ========
7. INVENTORIES
Inventories consist of the following at September 30, 2003:
Raw materials $ 490,977
Work-in-process 644,472
Finished goods 387,913
-----------
1,523,362
Less obsolescence reserve (255,000)
-----------
$1,268,362
===========
8. STOCK SPLIT
We executed a one-for-five reverse split of our Common Stock to stockholders of
record at the close of business on November 21, 2002. All share and per share
amounts have been restated for the three and six month periods ended September
30, 2002 in the accompanying financial statements.
9. STOCK-BASED COMPENSATION
We have adopted the disclosure-only provisions of SFAS Nos. 123 and 148,
Accounting for Stock-Based Compensation, but apply Accounting Principles Board
("APB") Opinion No. 25, Accounting for Stock Issued to Employees, and related
interpretations in accounting for our plans. Under APB No. 25, when the
exercise price of employee stock options equals or exceeds the market price of
the underlying stock on the date of grant, no compensation expense is
recognized.
Pro forma information regarding net income and income per share is required by
SFAS Nos. 123 and 148, and has been determined as if we had accounted for our
employee stock options under the fair value method of that Statement. The fair
value for these options was estimated at the date of grant using the Black-
Scholes option pricing model with the following weighted average assumptions:
risk-free interest rate of 2.7% for the three months ended September 30, 2003
and 2002, expected volatility of 55%, a weighted-average expected life of the
options of four to seven years, and no dividend yield.
Option valuation models were developed for use in estimating the fair value of
traded options which have no vesting restrictions and are fully transferable.
In addition, option valuation models require the input of highly subjective
assumptions. Because our employee stock options have characteristics
significantly different from those of traded options, and because changes in
the subjective input assumptions can materially affect the fair value estimate,
in management's opinion, the existing models do not necessarily provide a
reliable single measure of the fair value of our employee stock options.
The pro forma information is as follows:
Three Months Ended Sept. 30
2003 2002
------------ ------------
Net income applicable to common shares:
As reported $ 406,476 $ 160,296
Pro forma adjustment
for stock options (81,325) (164,709)
------------ ------------
Pro forma net income (loss) $ 325,151 $ (4,413)
============ ============
Earnings per share:
Basic - as reported $ 0.10 $ 0.04
Basic - pro forma $ 0.08 $ (0.00)
Diluted - as reported $ 0.09 $ 0.04
Diluted - pro forma $ 0.07 $ (0.00)
Six Months Ended Sept. 30
2003 2002
------------ ------------
Net income applicable to common shares:
As reported $ 740,894 $ 252,525
Pro forma adjustment
for stock options (162,650) (329,418)
------------ ------------
Pro forma net income (loss) $ 578,244 $ (76,893)
============ ============
Earnings per share:
Basic - as reported $ 0.18 $ 0.06
Basic - pro forma $ 0.14 $ (0.02)
Diluted - as reported $ 0.16 $ 0.06
Diluted - pro forma $ 0.12 $ (0.02)
10. TECHNOLOGY EXCHANGE AGREEMENT
On April 19, 2002 the Company closed a technology exchange agreement
accompanied by an investment by Cypress Semiconductor Corporation ("Cypress").
Cypress purchased 686,849 shares of NVE Common Stock for $6.228 million, which
on September 5, 2003 they announced they had sold. Cypress also received a
warrant for the purchase of up to an 400,000 shares of Common Stock for $15.00
per share for a term of three years.
Item 1. Legal Proceedings.
None.
Item 2. Management's Discussion and Analysis or Plan of Operation.
Special note regarding forward-looking statements
Some of the statements made in this Quarterly Report on Form 10-QSB, except for
historical information contained in this Form 10-QSB, 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
Form 10-QSB 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. These differences may be caused by a
variety of factors, including but not limited to adverse economic conditions,
intense competition, including entry of new competitors, our ability to obtain
sufficient financing to support our operations, progress in research and
development activities by us and others, variations in costs that are beyond
our control, adverse federal, state and local government regulations,
unexpected costs, lower sales and net income, or higher net losses than
forecasted, price increases for equipment, our dependence on significant
suppliers, including Taiwan Semiconductor Manufacturing Corporation for foundry
semiconductor wafers, our ability to meet stringent customer technical
requirements, our ability to consummate additional license agreements, our
ability to continue eligibility for SBIR awards, our inability to raise prices,
failure to obtain new customers, the possible fluctuation and volatility of our
operating results and financial condition, inability to carry out marketing and
sales plans, loss of key executives, and other specific risks included in
Exhibit 99.1 "Cautionary statements for purposes of the 'safe harbor'
provisions of The Private Securities Litigation Reform Act," filed herewith.
General
We develop and sell "spintronics" devices, which are integrated circuit
type devices that rely on electron spin rather than electron charge to acquire,
store, and transmit information in electronic systems. We derive revenue from
three sources:
1) contract spintronics research and development (principally government
contracts);
2) commercial sales of spintronic sensor and coupler products; and
3) licenses for our magnetic random-access memory (MRAM)
intellectual property.
Critical accounting policies
It is important to understand our significant accounting policies in order
to understand our consolidated financial statements, which have been prepared
in accordance with accounting principles generally accepted in the United
States. These accounting principles require us to make estimates and
assumptions that affect amounts reported in our consolidated financial
statements and the accompanying notes. Actual results are likely to differ
from those estimates, but we do not believe such differences will materially
affect our financial position or results of operations for the periods
presented in this report.
Revenue recognition
Revenue from product sales to direct customers is recognized upon
shipment. Revenue from licensing and technology development programs, which is
nonrefundable and for which no significant future obligations exist, is
recognized when the license is signed. Revenue from licensing and technology
development programs, which is refundable, recoupable against future royalties,
or for which future obligations exist, is recognized when we complete our
obligations under the terms of the agreements. Revenue from royalties is
recognized upon the shipment of product from our technology license partners
to direct customers. Certain research and development activities are conducted
for third parties and such revenue is recognized as the services are
performed. Payments received from licensing and technology development
programs relating to future obligations as well as prepayments for future
discounts on product sales are recorded as deferred revenue.
Bad Debt
We maintain an allowance for doubtful accounts for estimated losses
resulting from the inability of our customers to make required payments.
If the financial condition of our customers were to deteriorate, resulting
in an impairment of their ability to make payments, additional allowances may
be required.
Inventory
We reduce the stated value of our inventory for excess quantities or
obsolescence in an amount equal to the difference between the cost of inventory
and the estimated market value based upon assumptions about future demand and
market conditions. If actual future demand or market conditions are less
favorable than those projected by management, additional reductions in stated
value may be required.
Income Taxes
In determining the carrying value of our net deferred tax assets, we must
assess the likelihood of sufficient future taxable income in certain tax
jurisdictions, based on estimates and assumptions to realize the benefit of
these assets. Our management evaluates the realizability of the deferred
assets quarterly and assesses the need for valuation allowances or reduction
of existing allowances quarterly.
Three months ended September 30, 2003 compared to three months ended
September 30, 2002
The table below summarizes the percentage of revenue for the various
items for the periods indicated:
Three months ended September 30
2003 2002
------- -------
Revenue:
Research and development 55.7 % 69.7 %
Product sales 44.3 26.1
License fees - 4.2
------- -------
Total revenue 100.0 100.0
Cost of sales 60.7 64.4
------- -------
Gross profit 39.3 35.6
Total expenses 25.1 28.8
------- -------
Net income 14.2 % 6.8 %
======= =======
Revenue for the three months ended September 30, 2003 ("Fiscal 2003") was
$2,864,185, an increase of 22% from revenue of $2,344,64 for the three months
ended September 30, 2002. The revenue increase was due to a 107% increase in
commercial product sales to $1,268,573 from $612,812. Research and development
revenue decreased 2% to $1,595,612 from $1,633,915 due to completion of revenue
recognized under our agreement with Agilent Technologies, Inc., partially
offset by increased government contract revenue. Such revenues from Agilent
were $150,000 for the three months ended September 30, 2002. Increases in
commercial product sales were partially offset by a decrease in license revenue
due to completion of revenue recognition for our MRAM license agreements. Such
MRAM license agreements contributed $97,917 in revenues for the three months
ended September 30, 2002.
Gross profit increased to 39% for the three months ended September 30,
2003 as compared to 36% for the three months ended September 30, 2002. The
increase was due to higher commercial product margins due to successful yield
improvement and wafer cost reduction programs.
Research and development expenses increased by 5% to $302,573 for the
three months ended September 30, 2003 as compared to $288,256 for the three
months ended September 30, 2002. The increase was due to in part to increased
product development activities.
Selling, general and administrative expenses for the three months ended
September 30, 2003 increased by 4% to $475,691 compared to $456,441 for the
three months ended September 30, 2002. The increase was due to increased
commercial selling expenditures as well as increased patent expenses and
expenses associated with restoring our SBIR eligibility.
Net income totaled $406,476 for the three months ended September 30, 2003
compared to $160,296 for the three months ended September 30, 2002. The
increase in net income was due to higher revenues and higher commercial product
margins.
Diluted net income per share increased to $.09 from $.04. The increase in
diluted net income per share was despite an increase in diluted shares to
4,679,415 from 4,438,485 due to a large increase in our stock price, which
resulted in a larger dilutive effect from the Cypress warrant and other
options.
Six months ended September 30, 2003 compared to six months ended
September 30, 2002
The table shown below summarizes the percentage of revenue for the
various items for the periods indicated:
Six Months Ended September 30
2003 2002
------- -------
Revenue:
Research and development 58.3 % 70.3 %
Product sales 41.7 25.3
License fees - 4.4
------- -------
Total revenue 100.0 100.0
Cost of sales 64.2 63.2
------- -------
Gross profit 35.8 36.8
Total expenses 22.8 31.2
------- -------
Net income (loss) 13.0 % 5.6 %
======= =======
Revenue for the six months ended September 30, 2003 was $5,684,034, an
increase of 26% from revenue of $4,507,600 for the six months ended September
30, 2002. The revenue increase was due to increases in commercial product sales
and research and development revenue. Commercial product sales increased 107%
to $2,367,516 from $1,142,000. Research and development revenue increased 5% to
$3,316,518 from $3,169,766 due to increased government contract revenue,
partially offset by the completion of revenue recognized under our agreement
with Agilent Technologies, Inc. Such revenues from Agilent were $300,000 for
the six months ended September 30, 2002. Increases in commercial product sales
and research and development revenue were partially offset by a decrease in
license revenue due to completion of revenue recognition for our MRAM license
agreements. Such MRAM license agreements contributed $195,834 in revenues for
the six months ended September 30, 2002.
Gross profit margins decreased to 36% for the six months ended September
30, 2003 as compared to 37% for the six months ended September 30, 2002. The
decrease was due to $195,834 in license revenue and $300,000 in revenue
recognized under our agreement with Agilent Technologies, Inc. for the six
months ended September 30, 2002 which have not recurred. The decreases in gross
profit were mostly offset by higher commercial product margins due to
successful yield improvement and wafer cost reduction programs.
Research and development expenses decreased by 22% to $481,242 for the six
months ended September 30, 2003 as compared to $616,858 for the six months
ended September 30, 2002. The decrease was due to completion of the development
of some of our commercial products.
Selling, general and administrative expenses for the six months ended
September 30, 2003 increased by 3% to $926,554 compared to $903,440 for the six
months ended September 30, 2002. The increase was due to increased commercial
selling expenditures.
Net income totaled $740,894 for the six months ended September 30, 2003
compared to $252,525 for the six months ended September 30, 2002. The increase
in net income was due to higher revenues and higher commercial product margins.
Liquidity and capital resources
At September 30, 2003 we had $5,411,183 in available-for-sale securities,
consisting of marketable fixed-income investments. We had cash on September 30,
2003 of $1,025,780 and working capital of $6,941,212.
Cash plus available-for-sale securities were $6,436,963 at September 30,
2003, compared to $6,475,865 at March 31, 2003. The decrease was due to net
income offset by investments in machinery and equipment and increases in
inventories related to the growth of our commercial product sales.
We expect to continue to invest in machinery, equipment, and facilities in
the balance of the fiscal year to continue to increase our manufacturing
capacity. We believe our working capital is adequate to meet our requirements
for at least the next twelve months.
Outlook
We expect to broaden our sensor and coupler product lines, and continue to
increase commercial product sales in the rest of Fiscal 2004. We expect to be
solidly profitable in Fiscal 2004. Possible expenses related to
commercialization and market development for Cypress-manufactured MRAMs to be
sold by us could decrease our quarterly profits or cause us to incur losses. We
expect to make such expenditures, however, only if Cypress is successful in
producing commercial MRAM.
Item 4. Controls and Procedures.
a. Evaluation of disclosure controls and procedures.
Under the supervision and with the participation of our management,
including our Chief Executive Officer and Chief Financial Officer, we evaluated
the effectiveness of the design and operation of our disclosure controls and
procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the last
day of the period covered by this quarterly report (the "Evaluation Date").
Based upon that evaluation, the Chief Executive Officer and Chief Financial
Officer concluded that, as of the Evaluation Date, our disclosure controls and
procedures were effective in timely alerting them to the material information
relating to us required to be included in our periodic SEC filings.
b. Changes in internal controls.
There were no significant changes made in our internal controls over
financial reporting (as defined in Rule 13 a-15(f) under the Exchange Act)
during the period covered by this report that materially affected or are
reasonably likely to materially affect our internal controls over financial
reporting.
PART II--OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
An annual meeting of shareholders was held on August 7, 2003. There were
4,174,778 shares of common stock entitled to vote at the meeting with a total
of 3,761,020 shares or 90.1% represented at the meeting.
The shareholders elected five directors for a term of one year. The
shareholders present in person or by proxy cast the following number of votes
in connection with the election of directors, resulting in the election of all
of the nominees:
Votes For Votes Withheld
--------- --------------
Terrence Glarner 3,761,020 210
Daniel A. Baker 3,761,020 210
James M. Daughton 3,761,020 210
Robert H. Irish 3,761,020 210
Jeffrey K. Kaszubinski 3,761,020 210
Item 6. Exhibits and Reports on Form 8-K.
a. Exhibits.
31.1 Certification by Daniel A. Baker pursuant to
Rule 13a-14(a)/15d-14(a).
31.2 Certification by Richard L. George pursuant to
Rule 13a-14(a)/15d-14(a).
32.1 Certification by Daniel A. Baker pursuant to 18 U.S.C. Section 1350,
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 Certification by Richard L. George pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
99.1 Cautionary statements for purposes of the "safe harbor" provisions of
The Private Securities Litigation Reform Act.
b. Reports on Form 8-K.
We submitted a Form 8-K on July 17, 2003 including our press release
reporting results for the quarter ended June 30, 2003 and raising our earnings
guidance. This information was furnished under Item 12, Results of Operations
and Financial Condition.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on behalf of the undersigneds thereunto duly authorized.
NVE CORPORATION
Date: October 21, 2003
By /s/ Daniel A. Baker
-------------------------------------
Daniel A. Baker
President and Chief Executive Officer
By /s/ Richard L. George
-------------------------------------
Richard L. George
Chief Financial Officer