NVE History and Background
Industry Background
Our Enabling Technology
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The second type of
spintronic structure we use is based on tunneling magnetoresistance (TMR). Such
devices are known as Spin-Dependent Tunnel (SDT) junctions, Magnetic Tunnel Junctions
(MTJs), or Tunneling Magnetic Junctions (TMJs). SDT junctions use tunnel barriers
that are so thin that electrons can “tunnel” through a normally insulating
material to cause a resistance change. SDT barrier thicknesses can be in the range
of one to four nanometers (less than ten molecular layers).
In our products, the spintronic elements are connected to integrated circuitry and
packaged in much the same way as conventional integrated circuits.
Our Strategy
Our vision is to become the leading
developer of practical spintronics technology and devices. We plan to do that
by selling the products described below and licensing our MRAM technology. To
grow product sales, we plan to broaden our sensor and coupler product lines, and
longer-term to target larger markets such as consumer electronics.
Our Products and Markets
We operate in one reportable
segment. For financial information concerning this segment see “Note 8 –
Segment Information” of the Financial Statements included in this report.
Sensor Products and Markets
Our sensor products detect the strength or gradient of magnetic fields and are often
used to determine position or speed. The GMR changes its electrical resistance
depending on the magnetic field. In our devices, GMR is combined with conventional
foundry integrated circuitry and packaged in much the same way as conventional
integrated circuits. We sell standard or catalog sensors, and custom sensors designed
to meet customers’ exact requirements. Our sensors are quite small, very
sensitive to magnetic fields, precise, and reliable.
Standard sensors
Our standard, or catalog, sensors are generally
used to detect the presence of a magnetic or metallic material to determine position
or speed. We believe our spintronic sensors are smaller, more precise, and more
reliable than competing devices. Our major market for standard sensors is factory
automation.
Custom and medical sensors
Our
primary custom products are sensors for medical devices, which are customized
to our customers’ requirements and manufactured under stringent medical device
quality standards. Most are used to replace electromechanical magnetic switches.
We believe our sensors have important advantages in medical devices compared to
electromechanical switches, including no moving parts for inherent reliability,
and being smaller, more sensitive, and more precise. Our sensors can be customized
using customer-specific integrated signal processing and design variations that
can include the range and sensitivity to magnetic fields, electrical resistance,
and multisensor elements configuration. Future custom sensor target markets include
consumer electronics, automotive electronics, and biosensors.
Coupler Products and Markets
Our spintronic
couplers combine a GMR sensor element and an “IsoLoop” integrated microscopic
coil. The coil creates a small magnetic field that is picked up by the spintronic
sensor, transmitting data almost instantly. Couplers are also known as “isolators”
because they electrically isolate the coupled systems. Our IsoLoop couplers are
faster than the fastest optical couplers.
We
have four lines of coupler products: cost-effective IL500-Series couplers; IL600-Series
passive-input couplers; IL700/IL200-Series high-speed couplers; and IL4/IL3-Series
isolated network couplers.
MRAM Products and Markets
MRAM uses spintronics to store
data. It has been called the ideal or universal memory because of its potential
to combine the speed of SRAM, the density of DRAM, and the nonvolatility of flash
memory. Data is stored in the spin of the electrons in thin metal alloy films,
and read with spin-dependent tunnel junctions. Unlike electrical charge, the spin
of an electron is inherently permanent. We have invented several types of MRAM
memory cells including inventions related to advanced MRAM designs and MRAM for
tamper prevention or detection.
Our strategy
is to develop, manufacture, and sell low bit-density MRAM for applications such
as tamper prevention and detection. For high bit-density MRAM, our strategy is
to license our technology to companies with large-scale memories manufacturing
capabilities.
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Product Manufacturing
The heart of our fabrication facility is a cleanroom area with
specialized equipment to deposit, pattern, etch, and process spintronic materials.
Most of our products are fabricated in our facility using either raw silicon wafers
or foundry wafers. Foundry wafers contain conventional electronics that perform
housekeeping functions such as voltage regulation and signal conditioning in our
products.
Each wafer may include thousands
of devices. We build spintronics structures on wafers in our fabrication facility.
We either saw wafers to be sold in die form, or wafers are sent to Asia for dicing
and packaging. Other production operations include wafer-level inspection and
testing. Packaged parts are returned to us to be tested, inventoried, and shipped.
Sales and Product Distribution
We rely on distributors who stock our products and sell them in more than 75 countries.
Distributors of our products include Digi-Key Corporation, Premier Farnell plc companies, and Rhopoint Components Ltd.
Our distributor agreements generally renew annually. In addition, Avago Technologies, a leading
supplier of solid-state couplers, distributes private-branded versions of some
of our couplers under an agreement that expires in June 2013. We may add other private-brand coupler partners
in the future.
New Product Status
Long-term product
development programs in fiscal 2012 included spintronic
compasses applicable to consumer electronics, MRAM
designed for tamper detection, couplers for Controller Area Networks,
which are networks used in automobiles and factory automation,
and spintronic biosensors for diagnostic instruments.
Our Competition
Industrial Sensor Competition
Several other companies claim to either make or have the capability
to make GMR and TMR sensors. Also, several competitors make solid-state industrial
magnetic sensors including silicon Hall-effect sensors and anisotropic magnetoresistive
(AMR) sensors. We believe those types of sensors are not as sensitive as our GMR or TMR sensors.
Medical Sensor Competition
Our
sensors for medical devices face competition from electromechanical magnetic sensors
and from other solid-state magnetic sensors. Electromechanical magnetic sensors
such as reed and micro-electromechanical system (MEMS) switches have been in use
for several decades. Electromechanical competitors include Hermetic Switch, Inc.,
Meder Electronic AG (Engen/Welschingen, Germany), and Memscap SA (Grenoble,
France). Because our sensors have no moving parts, we believe they are inherently
more reliable than electromechanical magnetic sensors. We also believe our sensors
are smaller than the smallest electromechanical magnetic sensors, more precise
in their magnetic switch points, and more sensitive. Compared to other solid-state
sensors, our medical sensors may have advantages in size, sensitivity to small
magnetic fields, or electrical interface simplicity.
Coupler Competition
Competing coupler technologies include optical
couplers, inductive couplers (transformers), capacitive couplers, and radio-frequency modulation couplers. In addition to being a customer, Avago is a
leading producer of high-speed optical couplers. Other prominent optical coupler
suppliers are Fairchild Semiconductor International, Lite-On Technology Corporation,
Renesas Electronics Corporation, Toshiba Corporation, and Vishay Intertechnology.
Our strategy
is to compete based on product features rather than to compete solely on price. IsoLoop couplers are smaller and therefore require less circuit board space per channel than most competing couplers. Our other advantages over competing technologies may include less signal distortion, longer product life, and lower
power consumption.
MRAM Competition
A number of companies compete or may compete
with us for MRAM research and development or service business, or may be attempting
to develop MRAM intellectual property for licensing to others. Emerging technologies
that could compete with MRAM include graphene and carbon nanotubes, phase-change
memory (PCM; also known as PRAM, PCRAM, chalcogenide, CRAM, or Ovonic memory),
resistive RAM (RRAM), memory resistors (“memristors”), and conductive metal oxide
(CMOx) memory. MRAM may have advantages over these technologies in either manufacturability,
speed, bit density, data retention, or endurance.
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Sources and Availability of Raw Materials
Our principal sources of
raw materials include suppliers of raw silicon and semiconductor foundry wafers
that are incorporated into our products, and suppliers of device packaging services.
Our wafers sources are based around the world; our device packaging services are
primarily in Asia.
Intellectual Property
Patents
As of March 31, 2012
we had more than 50 issued U.S. patents assigned to us. We also have a number
of foreign patents, a number of U.S. and foreign patents pending, and we have
licensed patents from others. There are no patents we regard as critical to our
business owned by us or licensed to us that expire in the next 12 months.
Much of our intellectual property has been
developed with U.S. Government support. Under federal legislation, companies normally
may retain the principal worldwide patent rights to any invention developed with
U.S. Government support.
Certain of our patents cover inventions we
believe may be necessary for successful high-density, high-performance MRAMs.
We believe U.S. patents 6,275,411 and 6,349,053, both titled “Spin Dependent
Tunneling Memory,” and patent 6,538,921 titled “Circuit Selection of Magnetic
Memory Cells and Related Cell Structures,” are particularly important.
The 6,275,411 patent expires in 2019. The 6,349,053 and 6,538,921 patents expire in 2021.
We also have patents on advanced MRAM designs that we believe are important, including
patents that relate to magnetothermal MRAM, spin-momentum MRAM, and synthetic
antiferromagnetic storage.
Trademarks
“NVE”
and “IsoLoop” are our registered trademarks. Other trademarks we claim
include “GMR Switch” and “GT Sensor.”
Licenses
We have licensed certain of our MRAM intellectual
property to several companies, including Honeywell International Inc. and Motorola,
Inc.
Agreements with Honeywell
We have agreements and amendments to agreements with Honeywell dating back approximately
to our founding. Under these agreements we are not required to pay royalties to
Honeywell for the use of their intellectual property, and Honeywell has intellectual
property rights to certain of our earlier-developed MRAM technology.
Motorola License
We granted Motorola a nonexclusive,
nontransferable, and nonassignable license to our MRAM intellectual property
and received advance payments in conjunction with the agreement. Motorola has
since separated Freescale Semiconductor, Inc. Motorola and Freescale asked us
to consent to Motorola’s assignment of the Patent License Option Agreement
to Freescale. We have declined to provide such consent without additional consideration.
We believe the Motorola agreement likely terminated in 2005 because Motorola transferred
manufacturing to Freescale. Freescale later announced the formation of Everspin Technologies, Inc.,
an independent company that would take ownership of Freescale’s MRAM manufacturing assets.
In January 2012 we filed a patent infringement lawsuit against Everspin.
Seasonality
In some years, including fiscal 2012, we have observed product sales weakness for quarters ending December 31. This seasonality may have been due in part to distributor ordering patterns or customer vacations
and shutdowns late in calendar years. We cannot predict whether this seasonal pattern
will continue in future fiscal years.
Working Capital Items
Like other companies in the electronics industry,
we have historically invested in capital equipment for manufacturing and testing
our products, as well as research and development equipment. We have also deployed
significant capital in inventories to have finished products available from stock,
to receive more favorable pricing for raw materials, and to guard against raw
material shortages.
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Dependence on Major Customers
We rely on several large customers
for a significant percentage of our revenue, including Avago Technologies; Phonak
AG; St. Jude Medical, Inc.; certain other medical device manufacturers; certain
distributors; and the U.S. Government. The loss of any one or more of these customers
could have a material adverse effect on us. For the purposes of this disclosure,
all agencies of the U.S. Government are considered a single customer.
Firm Backlog
As of March 31, 2012 we had $1,059,686 of
contract research and development backlog we believed to be firm, compared to $2,964,885 as of March 31, 2011. We expect the firm backlog as of March 31,
2012 to be filled in fiscal 2013. Approximately 59%
of our backlog as of March 31, 2012 and 51%
of our backlog as of March 31, 2011 was
from agencies of the U.S. Government. U.S. Government orders that are not yet
funded, or contracts awarded but not yet signed, are not included in firm backlog.
We do not believe any material
portion of our business is subject to renegotiation of profits or termination
of contracts or subcontracts at the election of the U.S. Government. There can
be no assurance of additional contracts or follow-on contracts for expired or
completed U.S. Government or other contracts.
Our product sales are made primarily under standard purchase orders. Only a small portion of our product order backlog is noncancelable and that the
dollar amount associated with the noncancelable portion is not significant, therefore product order backlog is not included in “firm backlog,” and product sales backlog as of any
particular date may not be indicative of future results. We also have certain agreements that require customers to forecast purchases; however,
these agreements do not generally obligate the customer to purchase any particular
quantity of products. Based on semiconductor industry practice and our experience, we do not believe that
such agreements are meaningful for determining backlog amounts.
Research and Development Activities
Over the past three fiscal years our research and development activities have included
development of new sensors, couplers, and memories.
We spent $1,887,297 for fiscal 2012, $1,062,694 for fiscal 2011, and $872,673
for fiscal 2010 in company-sponsored research and
development activities. Additionally, we spent $3,261,191 during fiscal
2012, $4,371,852
during fiscal 2011, and $4,346,200 during fiscal 2010 on customer-sponsored research and development contract activities. These
research and development contracts were with various agencies of the U.S. Government
as well as non-government entities.
Environmental Matters
We are subject to environmental
laws and regulations, particularly with respect to industrial waste and emissions.
Compliance with these laws and regulations has not had a material impact on our
capital expenditures, earnings, or competitive position to date. Existing and
future environmental laws and regulations could result in expenses related to
emission abatement or remediation, but we are currently unable to estimate such
expenses.
Number of Employees
We had 58 employees as of March 31, 2012. Our employment
can fluctuate due to a variety of factors. None of our employees are represented
by a labor union or are subject to a collective bargaining agreement, and we believe
we maintain good relations with our employees.
Financial Information About Geographic Areas
International sales accounted for approximately 55% of our
revenue in fiscal 2012 and 2011, and 49% in fiscal 2010.
More information about geographic areas is contained in “Note 8 –
Segment Information” to the Financial Statements included in this report
Available Information
All reports we file with the SEC, including our annual reports on Form
10-K, quarterly reports on Form 10-Q,
current reports on Form 8-K, and proxy
statements and additional proxy materials on Schedule 14A, as well as any
amendments to those reports and schedules, are accessible at no cost through the
“Investors” section of our Website (www.nve.com). We make those filings
available as soon as reasonably practicable after filing. These filings are also
accessible through the SEC’s Website (www.sec.gov).
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and marketable securities
Product sales
Contract research and development
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Product sales
Contract research and development
Selling,
general, and administrative
Research and development
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Contract research and development
Selling, general, and administrative
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NVE CORPORATION
(Registrant)
/s/Daniel A. Baker
by Daniel A. Baker
President and Chief Executive Officer
Date May 2, 2012
21
/s/ Ernst & Young LLP
F-1
/s/
Ernst & Young LLP
F-2
BALANCE SHEETS
Cash and cash equivalents
Marketable securities, short term
Accounts receivable, net of allowance for uncollectible accounts of $15,000
Inventories
Prepaid expenses and other assets
Machinery and equipment
Leasehold improvements
Less accumulated depreciation
Accounts payable
Accrued payroll and other
Deferred taxes
Common stock, $0.01 par value, 6,000,000 shares authorized; 4,824,745 issued and outstanding as of March 31, 2012 and 4,776,198 and issued and outstanding as of March 31, 2011
Additional paid-in capital
Accumulated other comprehensive income
Retained earnings
See accompanying notes.
F-3
STATEMENTS OF INCOME
Contract research and
development
Research and development
Basic
Diluted
See accompanying notes.
F-4
STATEMENTS OF SHAREHOLDERS’ EQUITY
Exercise of stock
options and warrants
Comprehensive income:
Unrealized gain on
marketable securities,
net of tax
Net income
Total comprehensive income
Stock-based compensation
Tax benefit of stock-
based compensation
Unrealized
(loss) on
Total comprehensive income
F-5
STATEMENTS OF CASH FLOWS
provided by operating activities:
Depreciation
Stock-based compensation
Excess tax benefits
Deferred income taxes
Changes in operating assets and liabilities
Accounts receivable
Inventories
Prepaid expenses and other assets
Accounts payable and accrued expenses
Deferred revenue
Cash paid during the year for income taxes
F-6
NVE CORPORATION
NOTES TO FINANCIAL STATEMENTS
F-7
F-8
Stock options
Warrants
F-9
securities
F-10
F-11
Granted
Exercised
Federal
State
F-12
F-13
F-14
EXHIBIT INDEX