NVE CORPORATION 发布 2026 年第三季度财报

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, 2026

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)

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.

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:

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 – 4,844,079 shares outstanding as of September 30, 2026

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NVE CORPORATION

QUARTERLY REPORT ON FORM 10-Q

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PART I–FINANCIAL INFORMATION

Item 1. Financial Statements.

NVE CORPORATION

BALANCE SHEETS

*The March 31, 2026 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, 2026.

See accompanying notes.

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NVE CORPORATION

STATEMENTS OF INCOME

(Unaudited)

STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

See accompanying notes.

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NVE CORPORATION

STATEMENTS OF INCOME

(Unaudited)

STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

See accompanying notes.

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NVE CORPORATION

STATEMENTS OF SHAREHOLDERS’ EQUITY

(Unaudited)

*Balances as of March 31, 2026 are derived from the audited financial statements contained in our Annual Report on Form 10-K for the fiscal year ended March 31, 2026.

See accompanying notes.

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NVE CORPORATION

STATEMENTS OF SHAREHOLDERS’ EQUITY

(Unaudited)

*Balances as of March 31, 2025 are derived from the audited financial statements contained in our Annual Report on Form 10-K for the fiscal year ended March 31, 2025.

See accompanying notes.

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NVE CORPORATION

STATEMENTS OF CASH FLOWS

(Unaudited)

See accompanying notes.

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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 the Notes to Financial Statements have been condensed as permitted. It is suggested that these unaudited financial statements be read in conjunction with the audited financial statements and Notes included in our latest Annual Report on Form 10-K for the fiscal year ended March 31, 2026. Sales, expenses, cash flows, assets, and liabilities can and do vary throughout the year, therefore they are not necessarily indicative of the results that may be expected for the full fiscal year ending March 31, 2027.

Significant Accounting Policies

A description of our significant accounting policies and estimates is provided in Note 2 to the Financial Statements in our Annual Report on Form 10-K for the fiscal year ended March 31, 2026. As of September 30, 2026, there were no changes to our significant accounting policies or estimates.

NOTE 3. NEW ACCOUNTING STANDARDS

Recently Adopted Accounting Standards

In July 2025, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2025-05, Financial Instruments—Credit Losses (Topic 326)—Measurement of Credit Losses for Accounts Receivable and Contract Assets. ASU 2025-05 aims to reduce the cost and complexity of estimating credit losses while maintaining decision-useful information for financial statement users. The guidance allows a practical expedient of assuming current conditions as of the balance sheet date remain unchanged for the remaining life of the assets. We adopted this practical expedient as permitted by ASU 2025-05. ASU 2025-05 was effective for fiscal years beginning after December 15, 2025, and interim periods within those annual reporting periods, which was fiscal 2027 for us. Adoption of ASU 2025-05 has not had a material impact on our Financial Statements.

New Accounting Standards Not Yet Adopted

In November 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). ASU 2024-03 aims to enhance transparency for users of financial statements by requiring public business entities to disaggregate specific expense categories. In January 2025, the FASB issued ASU No. 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, which clarified the effective date for non-calendar year-end entities such as us. ASU 2024-03 mandates disclosures in the notes to financial statements detailing the composition and trends of key expense categories within major income statement captions. These enhanced disclosures are intended to help investors more effectively assess the entity’s performance, understand its cost structure, and make more accurate forecasts of future cash flows. For public business entities, ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, which for us will be for fiscal 2028 and for interim reporting periods beginning with the first quarter of fiscal 2029. The adoption will result in disclosure changes only.

We do not expect the adoption of other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date to have a material impact on our financial statements when they are adopted.

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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 the exercise of all stock options. The following tables show the components of diluted shares:

NOTE 5. MARKETABLE SECURITIES

The following table shows the major categories of our marketable securities and their contractual maturities as of September 30, 2026:

Total marketable securities and money market funds represented approximately 74% of our total assets as of September 30, 2026. Marketable securities as of September 30, 2026, had remaining maturities between seven weeks and 53 months.

Money market funds are included on the balance sheets in “Cash and cash equivalents.” Corporate bonds are included in “Marketable securities, short term” and “Marketable securities, long term.” Treasury securities are included in “Marketable securities, short-term.” Accrued interest receivables were $485,332 as of September 30, 2026, and $455,566 as of March 31, 2026, and are included in the balance sheets in “Prepaid expenses and other assets.”

We monitor the credit ratings of our marketable securities at least quarterly as reported by Standard & Poor’s.

The following table shows the estimated fair value of our marketable securities, aggregated by fair value hierarchy inputs used in estimating their fair values:

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Our available-for-sale securities as of September 30 and March 31, 2026, aggregated into classes of securities, were as follows:

The following table shows the gross unrealized holding losses and estimated fair value of our marketable securities, aggregated by category of securities and length of time that individual securities had been in a continuous unrealized loss position as of September 30 and March 31, 2026.

None of the securities were impaired at acquisition, and subsequent declines in fair value are attributable to interest rate increases. We do not intend to sell, and it is not more likely than not that we will be required to sell, these securities before recovery of their amortized cost basis. The issuers continue to make timely interest payments on these securities.

Unrealized gains (losses) on our marketable securities and their tax effects are as follows:

NOTE 6. INVENTORIES

Inventories are shown in the following table:

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NOTE 7. STOCK-BASED COMPENSATION

Stock-based compensation expense was $246,931 for the second quarter of fiscal 2027, $66,312 for the second quarter of fiscal 2026, $260,980 for the first six months of fiscal 2027, and $73,150 for the first six months of fiscal 2026. We calculate share-based compensation expense using the Black-Scholes-Merton 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. As of September 30, 2026, federal and state estimated tax overpayments of $883,203 were included in the balance sheet in “Prepaid expenses and other assets.”

We had no unrecognized tax benefits as of September 30, 2026, 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, 2026, we had no accrued interest related to uncertain tax positions. The tax years ended March 31, 2023 through March 31, 2026 remain open to examination by the major taxing jurisdictions to which we are subject.

The One Big Beautiful Tax law enacted on July 4, 2025 allows companies to exclude U.S. research and development expenses from its Foreign-Derived Deduction Eligible Income (FDDEI) calculation for tax years beginning after December 31, 2025. This resulted in a $466,000 increase in our FDDEI deduction and a $98,000 decrease in our income tax provision for the quarter ended September 30, 2026. For the six months ended September 30, 2026, the more favorable tax treatment of FDDEI resulted in a $1,100,000 increase in our FDDEI deduction and a $224,000 decrease in our tax provision.

NOTE 9. LEASES

We conduct our operations in a leased facility under a non-cancellable lease expiring May 31, 2031. Our lease does not provide an implicit interest 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. Details of our operating lease are as follows:

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The following table shows the maturities of lease liabilities as of September 30, 2026:

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 depend on market conditions, the trading price of the company’s stock, and other factors, and are 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 maturing marketable securities. The remaining authorization was $3,520,369 as of September 30, 2026. We did not repurchase any of our Common Stock in the first six months of fiscal 2027.

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 18. 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 $20,818 for the second quarter of fiscal 2027, $23,742 for the second quarter of fiscal 2026, $48,896 for the first six months of fiscal 2027, and $52,575 for the first six months of fiscal 2026.

NOTE 12. SUBSEQUENT EVENTS

On October 21, 2026, we announced that our Board of Directors had declared a quarterly cash dividend of $1.00 per share of Common Stock to be paid November 30, 2026, to shareholders of record as of the close of business on November 2, 2026.

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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 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, uncertainties related to the economic environments in the industries we serve, uncertainties related to future sales and revenues, risks and uncertainties related to tariffs, customs, duties, and other trade barriers, 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 is contained in Part I, Item 1A “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended March 31, 2026.

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 fiscal year ended March 31, 2026. As of September 30, 2026, our critical accounting policies and estimates continued to include marketable securities valuation, inventory valuation, and deferred tax estimation.

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Quarter ended September 30, 2026, compared to quarter ended September 30, 2025

The table shown below summarizes the percentage of revenue and quarter-to-quarter changes for various items:

Total revenue for the quarter ended September 30, 2026 (the second quarter of fiscal 2027) decreased 8% compared to the quarter ended September 30, 2025 (the second quarter of fiscal 2026). The decrease was due to a 9% decrease in product sales, partially offset by a 25% increase in contract research and development revenue. The decrease in product sales was due to certain customer’s orders rescheduling and a decrease in defense industry product sales. The orders rescheduling was due to a temporary change to a certain customer’s inventory requirements. Defense sales depend on Government procurement cycles and can be highly variable. The increase in contract research and development revenue was due to progress on existing contracts.

Total operating expenses increased 4% for the second quarter of fiscal 2027 compared to the second quarter of fiscal 2026, due to a 44% increase in selling, general, and administrative expense, partially offset by a 17% decrease in research and development expense. The decrease in research and development expense was due to staffing redeployment. The increase in selling, general and administrative expense was primarily due to larger stock-based compensation expense related to director stock option grants, because of a higher grant-date stock price.

Interest income decreased 2% due to a decrease in our marketable securities portfolio as proceeds from bond maturities partially funded dividends and fixed asset purchases in the prior fiscal year, and lower interest rates on securities purchased in the past year.

Our effective tax rate, which is the provision for income taxes as a percentage of income before taxes, decreased to 14% for the quarter ended September 30, 2026 (the second quarter of fiscal 2027), compared to 20% for the quarter ended September 30, 2025 (the second quarter of fiscal 2026). The decrease was primarily due to more favorable tax treatment of Foreign-Derived Deduction Eligible Income. We currently expect a tax rate of 13% to 15% for the remaining two remaining quarters of fiscal 2027.

The 4% decrease in net income for the second quarter of fiscal 2027 compared to the prior-year quarter was primarily due to decreased revenue and increased operating expenses, partially offset by a decreased income tax provision.

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Six months ended September 30, 2026, compared to six months ended September 30, 2025

The table shown below summarizes the percentage of revenue and year-to-year changes for various items:

Total revenue for the six months ended September 30, 2026 increased 36% compared to the six months ended September 30, 2025. The increase was due to a 35% increase in product sales and a 38% increase in contract research and development revenue. The increase in product sales was due to increases in both defense and non-defense sales, as well as increases in sales through both direct and distributor channels. The increase in contract research and development revenue was due to progress on existing contracts.

Total operating expenses increased 25% for the first six months of fiscal 2027 compared to the first six months of fiscal 2026, due to a 5% increase in research and development expense and a 62% increase in selling, general, and administrative expense. The increase in research and development expense was due to increased new product development activities. The increase in selling, general, and administrative expenses was primarily due to increased performance-based compensation and an increase in the estimated value of directors’ stock-based compensation.

Interest income decreased 6% due to a decrease in our marketable securities portfolio as proceeds from bond maturities partially funded dividends and fixed asset purchases in the prior fiscal year.

Our effective tax rate, which is the provision for income taxes as a percentage of income before taxes, decreased to 16% for the first six months of fiscal 2027, from 18% for the first six months of fiscal 2026. The decrease was primarily due to more favorable tax treatment of Foreign-Derived Deduction Eligible Income.

The 39% increase in net income for the first six months of fiscal 2027 compared to the prior-year period was primarily due to increased revenue and a decrease in our effective tax rate, partially offset by increased operating expenses and decreased interest income.

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Liquidity and Capital Resources

Overview

Cash and cash equivalents were $3,969,958 as of September 30, 2026, compared to $1,714,040 as of March 31, 2026. The $2,255,918 increase in cash and cash equivalents during the first six months of fiscal 2027 was due to $11,127,370 of net cash provided by operating activities and $809,961 of net cash provided by investing activities, partially offset by $9,681,413 of cash used in financing activities.

Operating Activities

Net cash provided by operating activities related to product sales and research and development contract revenue was our primary source of working capital for the current and prior-year quarters.

Accounts receivable decreased $403,013 during the first six months of fiscal 2027 primarily due to the timing of customer payments. Inventories decreased $222,511 primarily due to increased sales. Prepaid expenses and other assets decreased $318,932 due to decreased estimated taxes because of favorable tax law changes.

Investing Activities

Cash provided by investing activities during the six months ended September 30, 2026, consisted $9,000,000 in proceeds from maturities of marketable securities, partially offset by $8,108,071 of marketable securities purchases and $81,968 of fixed asset purchases. We currently expect fixed asset purchases in the fiscal year ending March 31, 2027 to be significantly less than for the year ended March 31, 2026 with the completion of our expansion in the past fiscal year.

Financing Activities

Cash used in financing activities during the six months ended September 30, 2026, consisted of $9,681,245 of dividends and $168 paid for fractional shares on the exercise of stock options.

In addition to cash dividends paid to shareholders in the first six months of fiscal 2027, on October 21, 2026, we announced that our Board of Directors had declared a cash dividend of $1.00 per share of Common Stock, or $4,844,079 based on shares outstanding as of September 30, 2026, to be paid on November 30, 2026.

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.

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Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Management, with the participation of the Chief Executive Officer and Principal 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. Our management concluded that, as of September 30, 2026, our disclosure controls and procedures were effective.

Changes in Internal Controls

During the quarter ended September 30, 2026, 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, 2026.

Item 4. Mine Safety Disclosures.

None.

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Item 6. Exhibits. 

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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.

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