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 June 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)
Minnesota
41-1424202
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
11409 Valley View Road, Eden Prairie, Minnesota
55344
(Address of principal executive offices)
(Zip Code)
(952) 829-9217
(Registrant’s telephone number, including area code)
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).
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.
Large accelerated filer ☐
Accelerated filer ☐
Non-accelerated filer ☒
Smaller reporting company ☒
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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:
Title of each class
Trading symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value
NVEC
The NASDAQ Stock Market, LLC
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 – 4,837,166 shares outstanding as of June 30, 2026.
Table of Contents
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets
Statements of Income for the Quarters Ended June 30, 2026 and 2025
Statements of Comprehensive Income for the Quarters Ended June 30, 2026 and 2025
Statements of Shareholders’ Equity for the Quarter Ended June 30, 2026
Statements of Shareholders’ Equity for the Quarter Ended June 30, 2025
Statements of Cash Flows for the Quarters Ended June 30, 2026 and 2025
Notes to Financial Statements
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 4. Controls and Procedures
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 1A. Risk Factors
Item 4. Mine Safety Disclosures
Item 6. Exhibits
SIGNATURES
2
PART I–FINANCIAL INFORMATION
Item 1. Financial Statements.
BALANCE SHEETS
(Unaudited)
June 30, 2026
March 31, 2026
ASSETS
Current assets
Cash and cash equivalents
$
2,896,148
1,714,040
Marketable securities, short-term
18,875,009
18,125,060
Accounts receivable, net of allowance for credit losses of $15,000
6,545,713
3,408,941
Inventories, net
6,673,227
7,082,821
Prepaid expenses and other assets
685,921
1,860,415
Total current assets
35,676,018
32,191,277
Fixed assets
Machinery and equipment
13,900,632
13,843,799
Leasehold improvements
2,059,853
15,960,485
15,903,652
Less accumulated depreciation and amortization
12,419,993
12,187,643
Net fixed assets
3,540,492
3,716,009
Marketable securities, long-term
22,137,350
23,678,452
Right-of-use asset – operating lease
763,080
793,794
Total assets
62,116,940
60,379,532
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable
265,953
278,599
Accrued payroll and other
1,037,155
697,611
Operating lease
201,008
165,116
Total current liabilities
1,504,116
1,141,326
Deferred tax liabilities
128,217
248,284
Long-term operating lease liability
704,817
740,423
Total liabilities
2,337,150
2,130,033
Shareholders’ equity
Common stock, $0.01 par value, 6,000,000 shares authorized; 4,837,166 issued and outstanding as of June 30, 2026 and March 31, 2026
48,372
Additional paid-in capital
19,928,818
19,914,769
Accumulated other comprehensive income (loss)
(72,793
)
(32,010
Retained earnings
39,875,393
38,318,368
Total shareholders’ equity
59,779,790
58,249,499
Total liabilities and shareholders’ equity
*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.
3
STATEMENTS OF INCOME
Quarter Ended June 30,
2026
2025
Revenue
Product sales
10,734,735
5,908,570
Contract research and development
299,322
196,074
Total revenue, net
11,034,057
6,104,644
Cost of sales
2,066,045
1,182,523
Gross profit
8,968,012
4,922,121
Expenses
Research and development
946,582
720,231
Selling, general, and administrative
755,594
418,640
Total expenses
1,702,176
1,138,871
Income from operations
7,265,836
3,783,250
Interest income
449,920
498,208
Other income
-
811
Income before taxes
7,715,756
4,282,269
Provision for income taxes
1,321,565
706,451
Net income
6,394,191
3,575,818
Net income per share – basic
1.32
0.74
Net income per share – diluted
Cash dividends declared per common share
1.00
Weighted average shares outstanding
Basic
4,837,166
Diluted
4,845,745
4,838,877
STATEMENTS OF COMPREHENSIVE INCOME
Unrealized gain (loss) on marketable securities, net of tax
(40,783
75,362
Comprehensive income
6,353,408
3,651,180
4
STATEMENTS OF SHAREHOLDERS’ EQUITY
Accumulated
Additional
Other
Common Stock
Paid-In
Comprehensive
Retained
Shares
Amount
Capital
Income (Loss)
Earnings
Total
Balance as of March 31, 2026*
Comprehensive income:
Unrealized loss on marketable securities, net of tax
Total comprehensive income
Stock-based compensation
14,049
Cash dividends paid ($1.00 per share of common stock)
(4,837,166
Balance as of June 30, 2026
*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.
5
Balance as of March 31, 2025*
19,821,106
(68,544
42,467,837
62,268,771
Unrealized gain on marketable securities, net of tax
6,838
Balance as of June 30, 2025
19,827,944
6,818
41,206,489
61,089,623
*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.
6
STATEMENTS OF CASH FLOWS
OPERATING ACTIVITIES
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation
232,350
85,399
Bond discount amortization
(30,842
(96,506
Deferred income taxes
(108,644
(3,040
Non-cash operating lease expense
31,000
1,965
Changes in operating assets and liabilities:
Accounts receivable
(3,136,772
1,335,447
Inventories
409,594
(4,286
1,174,494
(196,757
(12,646
(37,477
339,544
523,259
Net cash provided by operating activities
5,306,318
5,190,660
INVESTING ACTIVITIES
Purchases of fixed assets
(56,833
(1,058,524
Purchases of marketable securities
(4,230,211
(10,108,982
Proceeds from maturities of marketable securities
5,000,000
6,000,000
Net cash provided by (used in) investing activities
712,956
(5,167,506
FINANCING ACTIVITIES
Payment of dividends to shareholders
Net cash used in financing activities
Increase (decrease) in cash and cash equivalents
1,182,108
(4,814,012
Cash and cash equivalents at beginning of period
8,036,564
Cash and cash equivalents at end of period
3,222,552
Supplemental disclosures of cash flow information:
Cash paid during the period for income taxes
7
NOTES TO FINANCIAL STATEMENTS
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, which is for the fiscal year ended March 31, 2026. The results of operations for the quarter ended June 30, 2026, 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 June 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 is fiscal 2027 for us. Adoption of ASU 2025-05 did not have 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.
8
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 exercise of all in-the-money stock options. The following table show the components of diluted shares:
Weighted average common shares outstanding – basic
Dilutive effect of stock options
8,579
1,711
Shares used in computing net income per share – diluted
NOTE 5. MARKETABLE SECURITIES
The following table shows the major categories of our marketable securities and their contractual maturities as of June 30, 2026:
<1 Year
1–3 Years
3–4 Years
Money market funds
2,111,995
Treasury securities
4,702,731
Corporate bonds
36,309,628
14,172,278
17,907,998
4,229,352
43,124,354
20,987,004
Total marketable securities and money market funds represented approximately 69% of our total assets as of June 30, 2026. Marketable securities as of June 30, 2026, had remaining maturities between two and 56 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 $453,532 as of June 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:
As of June 30, 2026
As of March 31, 2026
Level 1
Level 2
1,121,096
4,714,688
37,088,824
41,012,359
41,803,512
42,924,608
9
Our available-for-sales securities as of June 30 and March 31, 2026, aggregated into classes of securities, were as follows:
Amortized
Cost
Gross
Unrealized
Holding
Gains
Losses
Estimated
Fair
Value
4,699,895
2,836
4,699,853
14,835
36,405,645
2,430
(98,447
37,144,634
16,583
(72,393
43,217,535
5,266
42,965,583
31,418
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 June 30 and March 31, 2026.
Less Than 12 Months
12 Months or Greater
26,811,061
(86,763
4,469,069
(11,684
31,280,130
23,221,061
(51,668
4,447,243
(20,725
27,668,304
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:
Unrealized gain (loss) on marketable securities
(52,206)
96,471
Tax effects
11,423
(21,109
NOTE 6. INVENTORIES
Inventories are shown in the following table:
Raw materials
1,493,984
1,357,842
Work in process
3,162,176
3,282,430
Finished goods
2,017,067
2,442,549
Total inventories
10
NOTE 7. STOCK-BASED COMPENSATION
Stock-based compensation expense was $14,049 for the first quarter of fiscal 2027 and $6,838 for the first quarter of fiscal 2026. We calculate share-based compensation expense using the Black-Scholes-Merton standard option-pricing model.
Stock options granted
2,500
Stock options exercised
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 June 30, 2026, federal and state estimated tax liabilities of $238,356 were included in the balance sheet in “Accrued payroll and other.”
We had no unrecognized tax benefits as of June 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 June 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.
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:
Operating lease cost
48,214
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for leases
17,214
46,249
Remaining lease term
59 months
71 months
Discount rate
7.8%
11
The following table shows the maturities of lease liabilities as of June 30, 2026:
Year Ending March 31,
Operating Lease Liabilities
2027
154,928
2028
213,284
2029
220,216
2030
227,373
2031
234,762
2032
40,399
Total lease payments
1,090,962
Imputed lease interest
(185,137
Total lease liabilities
905,825
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 June 30, 2026. We did not repurchase any of our Common Stock during the first quarter 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 $28,078 for the first quarter of fiscal 2027 and $28,834 for the first quarter of fiscal 2026.
NOTE 12. SUBSEQUENT EVENTS
On July 22, 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 August 31, 2026, to shareholders of record as of the close of business August 3, 2026.
12
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 June 30, 2026, our critical accounting policies and estimates continued to include marketable securities valuation, inventory valuation, and deferred tax estimation.
13
Quarter ended June 30, 2026, compared to quarter ended June 30, 2025
The table shown below summarizes the percentage of revenue and quarter-to-quarter changes for various items:
Percentage of Revenue
Quarter-
to-Quarter
Change
97.3
%
96.8
81.7
2.7
3.2
52.7
Total revenue
100.0
80.7
18.7
19.4
74.7
81.3
80.6
82.2
8.6
11.8
31.4
6.8
6.9
80.5
15.4
49.5
65.9
61.9
92.1
4.1
8.2
(9.7
)%
0.0
(100.0
70.0
70.1
80.2
12.1
11.5
87.1
57.9
58.6
78.8
Total revenue for the quarter ended June 30, 2026 (the first quarter of fiscal 2027) increased 81% compared to the quarter ended June 30, 2025 (the first quarter of fiscal 2026). The increase was due to an 82% increase in product sales and a 53% 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 50% for the first quarter of fiscal 2027 compared to the first quarter of fiscal 2026, due to a 31% increase in research and development expense and an 81% increase in selling, general, and administrative expense. The increase in research and development expense was due to increased staffing and new product development activities. The increase in selling, general, and administrative expenses was primarily due to increased performance-based compensation.
Interest income decreased 10% 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.
The 79% increase in net income in the first quarter of fiscal 2027 compared to the prior-year quarter was primarily due to increased revenue, partially offset by increased operating expenses and decreased interest income.
14
Liquidity and Capital Resources
Overview
Cash and cash equivalents were $2,896,148 as of June 30, 2026, compared to $1,714,040 as of March 31, 2026. The $1,182,108 increase in cash and cash equivalents during the first quarter of fiscal 2027 was due to $5,306,318 of net cash provided by operating activities and $712,956 of net cash provided by investing activities, partially offset by $4,837,166 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 increased $3,136,772 during the first quarter of fiscal 2027 primarily due to increased sales and timing of customer payments. Inventories decreased $409,594 primarily due to increased sales. Prepaid expenses and other assets decreased $1,174,494 as the accrual for fiscal 2027 federal and state taxes offset prior-year’s estimated taxes overpayment.
Investing Activities
Cash provided by investing activities during the quarter ended June 30, 2026, consisted $5,000,000 in proceeds from maturities of marketable securities, partially offset by $4,230,211 of marketable securities purchases and $56,833 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 quarter ended June 30, 2026, consisted of $4,837,166 of cash dividends paid to shareholders.
In addition to cash dividends to shareholders paid in the first quarter of fiscal 2027, on July 22, 2026, we announced that our Board of Directors had declared a cash dividend of $1.00 per share of Common Stock, or $4,837,166 based on shares outstanding as of June 30, 2026, to be paid on August 31, 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.
15
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 June 30, 2026, our disclosure controls and procedures were effective.
Changes in Internal Controls Over Financial Reporting
During the quarter ended June 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 operations 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.
16
Item 6. Exhibits.
Exhibit #
Description
31.1
Certification by Daniel A. Baker pursuant to Rule 13a-14(a)/15d-14(a).
31.2
Certification by Daniel Nelson pursuant to Rule 13a-14(a)/15d-14(a).
32
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
17
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.
(Registrant)
July 22, 2026
/s/ DANIEL A. BAKER
Date
Daniel A. Baker
President and Chief Executive Officer
/s/ DANIEL NELSON
Daniel Nelson
Principal Financial Officer
18