-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OvLcTzA0S+oE+ITeGpmdizlGM8nbKXjOP5sM4ecdymxkKGfjG/itTqsUBTq3zQbH 4r+YMPx3cY/q6ouS1U/weA== 0000724910-03-000010.txt : 20030724 0000724910-03-000010.hdr.sgml : 20030724 20030724115706 ACCESSION NUMBER: 0000724910-03-000010 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030630 FILED AS OF DATE: 20030724 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NVE CORP /NEW/ CENTRAL INDEX KEY: 0000724910 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 411424202 STATE OF INCORPORATION: MN FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-12196 FILM NUMBER: 03800107 BUSINESS ADDRESS: STREET 1: 11409 VALLEY VIEW ROAD CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 BUSINESS PHONE: 9528299217 MAIL ADDRESS: STREET 1: 11409 VALLEY VIEW ROAD CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 FORMER COMPANY: FORMER CONFORMED NAME: PREMIS CORP DATE OF NAME CHANGE: 19920703 10QSB 1 tenq1-04.txt 10QSB UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10QSB [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended: June 30, 2003 [ ] Transition report under Section 13 or 15(d) of the Securities Exchange Act. NVE Corporation --------------- (Exact name of registrant as specified in its charter) Minnesota --------- (State or other jurisdiction of incorporation) 000-12196 41-1424202 - -------------------------------- ------------------------ Commission File Number I.R.S. Employer Identification number 11409 Valley View Road, Eden Prairie, Minnesota 55344 - ----------------------------------------------- ---------- (Address of principal executive offices) (Zip code) Issuer's telephone number, including area code: (952) 829-9217 -------------- 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 [X] NO [ ] Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date: Common Stock, $.01 Par Value - 4,203,678 shares outstanding as of July 24, 2003. PART I--FINANCIAL INFORMATION Item 1. Financial Statements. NVE CORPORATION BALANCE SHEET JUNE 30, 2003 Current assets: Cash $ 1,455,259 Investment securities 5,051,867 Accounts receivable, net of allowance for uncollectible accounts of $15,000 1,115,670 Inventories 941,175 Prepaid expenses and other assets 97,997 ------------ Total current assets 8,661,968 Fixed assets: Machinery and equipment 2,941,637 Furniture and fixtures 35,499 Leasehold improvements 365,187 ------------ 3,342,323 Less accumulated depreciation 1,982,376 ------------ Total fixed assets 1,359,947 ------------ Total assets $10,021,915 ============ LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 469,766 Accrued payroll and other 485,818 Deferred revenue 877,689 Capital lease obligations 157,441 ------------ Total current liabilities 1,990,714 Capital lease obligations, less current portion 182,597 ------------ Total liabilities 2,173,311 Shareholders' equity: Common stock 41,847 Additional paid-in capital 12,179,019 Accumulated other comprehensive income 100,808 Accumulated deficit (4,473,070) ------------ Total shareholders' equity 7,848,604 ------------ Total liabilities and shareholders' equity $10,021,915 ============
SEE ACCOMPANYING NOTES. NVE CORPORATION STATEMENT OF OPERATIONS THREE MONTHS ENDED JUNE 30, 2003 AND 2002
Three Months Ended June 30 2003 2002 -------------------------- Revenue Contract research and development $ 1,720,906 $ 1,535,851 Product sales 1,098,943 529,188 License revenue - 97,917 ------------ ------------ Total revenue 2,819,849 2,162,956 Cost of sales 1,908,995 1,340,146 ------------ ------------ Gross profit 910,854 822,810 Expenses Research and development 178,669 328,602 Selling, general & administrative 450,863 446,999 ------------ ------------ Total expenses 629,532 775,601 ------------ ------------ Income from operations 281,322 47,209 Interest income 49,013 40,250 Interest expense (7,691) (12,905) Other income 11,774 17,675 ------------ ------------ Net income $ 334,418 $ 92,229 ============ ============ Net income per share-basic $ .08 $ .02 ============ ============ Net income per share-diluted $ .07 $ .02 ============ ============ Weighted average shares outstanding: Basic 4,174,913 4,038,472 Diluted 4,571,254 4,342,273
SEE ACCOMPANYING NOTES. NVE CORPORATION STATEMENT OF CASH FLOWS THREE MONTHS ENDED JUNE 30, 2003 AND 2002
Three Months Ended June 30 2003 2002 ------------ ------------ OPERATING ACTIVITIES Net income $ 334,418 $ 92,229 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 119,164 106,551 Changes in operating assets and liabilities: Accounts receivable (87,380) 131,788 Inventories (100,399) (2,581) Prepaid expenses and other 72,323 (61,717) Accounts payable and accrued expenses 19,171 (136,097) Deferred revenue (11,938) (372,034) ------------ ------------ Net cash provided by (used in) operating activities 345,359 (241,861) INVESTING ACTIVITIES Purchases of fixed assets (304,630) (128,020) Sales (purchases) of investment securities 847,837 (5,260,633) ------------ ------------ Net cash provided by (used in) investing activities 543,207 (5,388,653) FINANCING ACTIVITIES Net proceeds from sale of common stock 8,285 6,219,867 Repayment of note payable and capital lease obligations (37,360) (252,923) ------------ ------------ Net cash (used in) provided by financing activities (29,075) 5,966,944 ------------ ------------ Increase in cash 859,491 336,430 Cash and cash equivalents at beginning of period 595,768 537,258 ------------ ------------ Cash and cash equivalents at end of period $ 1,455,259 $ 873,688 ============ ============
SEE ACCOMPANYING NOTES. NVE CORPORATION NOTES TO FINANCIAL STATEMENTS JUNE 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 months ended June 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). 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 ended June 30 June 30 2003 2002 ----------- ----------- Net income $ 334,418 $ 92,229 Change in unrealized gains 27,587 23,098 ----------- ----------- Comprehensive income $ 362,005 $ 115,327 =========== ===========
7. INVENTORIES Inventories consist of the following: Raw materials $ 336,568 Work-in-process 582,386 Finished goods 277,221 ----------- 1,196,175 Less obsolescence reserve (255,000) ----------- $ 941,175 ===========
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 quarter ended June 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 June 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 June 30 2003 2002 ------------ ------------ Net income applicable to common shares: As reported $ 334,418 $ 92,229 Pro forma adjustment for stock options (81,325) (164,709) ------------ ------------ Pro forma net income (loss) $ 253,093 $ (72,480) ============ ============ Earnings per share: Basic - as reported $ 0.08 $ 0.02 Basic - pro forma $ 0.06 $ (0.02) Diluted - as reported $ 0.07 $ 0.02 Diluted - pro forma $ 0.06 $ (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. Cypress also received a warrant for the purchase of up to an additional 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. 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. The table below summarizes the percentage of revenue for the various items for the periods indicated:
Three Months Ended June 30 2003 2002 ------- ------- Revenue: Research and development 61.0 % 71.0 % Product sales 39.0 24.5 License fees - 4.5 ------- ------- Total revenue 100.0 100.0 Cost of sales 67.7 62.0 ------- ------- Gross profit 32.3 38.0 Total expenses 20.4 33.8 ------- ------- Net income 11.9 % 4.2 % ======= =======
Revenue for the three months ended June 30, 2003 ("Fiscal 2003") was $2,819,849, an increase of 30% from revenue of $2,162,956 for the three months ended June 30, 2002. The revenue increase was due to increases in commercial product sales and research and development revenue. Commercial product sales increased 108% to $1,098,943 from $529,188. Research and development revenue increased 12% to $1,720,906 from $1,535,851 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 $150,000 for the three months ended June 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 $97,917 in revenues for the three months ended June 30, 2002. Gross profit margins decreased to 32% for the three months ended June 30, 2003 as compared to 38% for the three months ended June 30, 2002. The decrease was due to $97,917 in license revenue and $150,000 in revenue recognized under our agreement with Agilent Technologies, Inc. for the three months ended June 30, 2002 which have not recurred. The decreases in gross profit were partially offset by higher commercial product margins due to successful yield improvement programs. Research and development expenses decreased by 46% to $178,669 for the three months ended June 30, 2003 as compared to $328,602 for the three months ended June 30, 2002. The decrease was due to completion of the development of some of our commercial products. Selling, general and administrative expenses for the three months ended June 30, 2003 increased by 1% to $450,863 compared to $446,999 for the three months ended June 30, 2002. Net income totaled $334,418 for the three months ended June 30, 2003 compared to $92,229 for the three months ended June 30, 2002. The increase in net income was due to higher revenues and higher commercial product margins. Liquidity and capital resources At June 30, 2003 we had $5,051,867 in available-for-sale securities, consisting of marketable fixed-income investments. We had cash on June 30, 2003 of $1,455,259 and working capital of $6,671,254. Cash plus available-for-sale securities were $6,507,126 at June 30, 2003, compared to 6,475,865 at March 31, 2003. The increase was due to net income partially offset by investments in machinery and equipment and increases accounts receivable and inventories related to the growth of our commercial product sales. We expect to continue to invest in machinery and equipment 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 to improve the effectiveness of our domestic manufacturers' representative network. We expect commercial product revenues to continue to grow in the rest of Fiscal 2004 and we expect to continue to be profitable in Fiscal 2004. Item 4. Internal Controls and Procedures. (a) Disclosure Controls and Procedures: Within 90 days prior to the date of filing of this report, we carried out an evaluation, under the supervision and with the participation of our management, including the Chief Executive Officer and the Chief Financial Officer, of the design and operation of our disclosure controls and procedures. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective for gathering, analyzing and disclosing the information we are required to disclose in the reports we file under the Securities Exchange Act of 1934, within the time periods specified in the SEC's rules and forms. There have been no significant changes in our internal controls or in other factors that could significantly affect internal controls subsequent to the date of this evaluation. (b) Internal Controls: There were no significant changes in our internal controls or, to our knowledge, in other factors which could significantly affect these controls subsequent to the date of their evaluation. PART II--OTHER INFORMATION Item 5. Other Information SHARE REPURCHASE PROGRAM EXPIRED On November 11, 2002, we announced that our board of directors had authorized the repurchase of up to 50,000 shares of our Common Stock. The program expired May 25, 2003 and we did not repurchased any shares under the program. SBIR ELIGIBILITY RESTORED On July 1, 2003, we announced that the U.S. Small Business Administration (SBA) had found us to be ineligible for Small Business Innovation Research (SBIR) awards because of the Company's ownership structure. Specifically, 13 CFR Section 121.702(a) requires a business concern to be at least 51% owned and controlled by one or more individuals to be eligible to compete for SBIR awards. Our largest shareholder, Norwest Equity Partners, transferred most of its holdings to an individual to facilitate recertification, and on July 21, 2003 we were notified we had been recertified as eligible to compete for SBIR awards. We do not expect the brief period of SBIR ineligibility to have a significant impact on our SBIR revenue or total revenue, however we rely on government contracts for a large percentage of our revenues, and there can be no assurance that these contracts will continue at their current level. Disqualification from or a material decrease in U.S. government funding research would cause serious setbacks and would likely hamper our future research and development activity. Item 6. Exhibits and Reports on Form 8-K. a. Exhibits. 99.1 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. 99.2 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. b. Reports on Form 8-K. We submitted a Form 8-K on April 24, 2003 including our press release reporting results from the quarter and the year ended March 31, 2003. This information was provided under Item 12, Results of Operations and Financial Condition. We submitted a Form 8-K on June 20, 2003 including a transcript of a radio interview with our CEO. This information was provided under Item 9, Regulation FD Disclosure. We submitted a Form 8-K on June 27, 2003 including our 2003 Letter to Shareholders. This information was provided under Item 9, Regulation FD Disclosure. 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: July 24, 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 CERTIFICATIONS PURSUANT TO SECTION 302 I, Daniel A. Baker, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of NVE Corporation. 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report. 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls, which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: July 24, 2003 /s/ Daniel A. Baker - ------------------------------------- Daniel A. Baker President and Chief Executive Officer I, Richard L. George, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of NVE Corporation. 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report. 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls, which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: July 24, 2003 /s/ Richard L. George - ----------------------- Richard L. George Chief Financial Officer 10QSB Quarter Ended 6/30/03 p. 17 EX-99 3 dabex99.txt EX-99.1: SECTION 906 CERTIFICATION-DANIEL A. BAKER Exhibit 99.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of NVE Corporation (the "Company") on Form 10-QSB for the period ending June 30, 2003 as filed with the Securities and Exchange Commission on July 24, 2003 (the "Report"), I, Daniel A. Baker, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. /s/ Daniel A. Baker - ------------------- Daniel A. Baker President and Chief Executive Officer July 24, 2003 EX-99 4 dgex99.txt EX-99.2: SECTION 906 CERTIFICATION-RICHARD L. GEORGE Exhibit 99.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of NVE Corporation (the "Company") on Form 10-QSB for the period ending June 30, 2003 as filed with the Securities and Exchange Commission on July 24, 2003 (the "Report"), I, Richard L. George, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. /s/ Richard L. George - --------------------- Richard L. George Chief Financial Officer July 24, 2003 -----END PRIVACY-ENHANCED MESSAGE-----