UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the quarterly period ended Commission File Number
June 30, 2004 1-16525
CVD EQUIPMENT CORPORATION
(Exact name of registrant as specified in its charter)
New York 11-2621692
(State or other jurisdiction I.R.S. Employer
of incorporation or organization) Identification No.)
1860 Smithtown Avenue
Ronkonkoma, New York 11779
(Address of principal executive office)
Registrant's telephone number, including area code (631) 981-7081
Indicated by check mark whether the Registrant (1) has filed all reports to be
filed by Section 13 or 15(d) of the Securities and 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 by check mark whether registrant is an accelerated filer (as defined
in Rule 12b-2 of the Exchange Act).
Yes No X
As of August 13, 2004 3,039,100 shares of the issuer's common stock, par value
$.01, were outstanding.
CVD EQUIPMENT CORPORATION AND SUBSIDIARY
Index
Part I - Financial Information
Item 1 - Financial Statements (Unaudited)
Consolidated Balance Sheets at June 30, 2004 (Unaudited) and
December 31, 2003 2
Comparative Consolidated Statements of Operations (Unaudited) for
the three and six months ended June 30, 2004 and 2003 3
Comparative Consolidated Statements of Cash Flows (Unaudited) for
the six months ended June 30, 2004 and 2003 4
Notes to Unaudited Consolidated Financial Statements 5
Item 2 - Management's Discussion and Analysis of Financial Condition
and Results of Operations 10
Item 3 - Controls and Procedures 13
Part II - Other Information 14
Item 1 - Legal Proceedings 14
Item 2 - Changes in Securities and Use of Proceeds 14
Item 3 - Defaults Upon Senior Securities 14
Item 4 - Submission of Matters to a Vote of Security Holders 14
Item 5 - Other Information 14
Item 6 - Exhibits and Reports Filed on Form 8-K 14
Signatures 15
Exhibit Index 16
Certification of Chief Executive Officer 17
Certification of Chief Financial Officer 18
Certification of Chief Executive Officer pursuant to
U.S.C. Section 1350 19
Certification of Chief Financial Officer pursuant to
U.S.C. Section 1350 20
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PART 1 - FINANCIAL INFORMATION
Item 1 - Financial Statements
CVD EQUIPMENT CORPORATION AND SUBSIDIARY
Consolidated Balance Sheets
June 30, 2004
(Unaudited) December 31, 2003
----------------- -----------------
ASSETS
Current Assets:
Cash and cash equivalents $ 555,958 $ 321,490
Accounts receivable, net 907,838 1,819,744
Cost in excess of billings on uncompleted contracts 541,437 575,734
Inventories 1,818,841 1,425,851
Other current assets 117,470 74,247
----------------- -----------------
Total current assets 3,941,544 4,217,066
Property, plant and equipment, net 5,275,507 5,400,032
Deferred income taxes 440,362 440,362
Other assets 240,993 144,458
Intangible assets, net 116,463 122,977
----------------- -----------------
$ 10,014,869 $ 10,324,895
================= =================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current maturities of long-term debt $ 207,806 $ 177,381
Short-term notes payable - -
Accounts payable 549,485 520,525
Accrued expenses 726,347 488,011
Billings in excess of costs on uncompleted contracts - 174,068
----------------- -----------------
Total current liabilities 1,483,638 1,359,985
Long-term debt, net of current portion 3,237,440 3,336,400
----------------- -----------------
Total liabilities 4,721,078 4,696,385
----------------- -----------------
Commitments and contingencies - -
Stockholders' Equity
Common stock, par value $.01 per share, authorized10,000,000 shares;
issued and outstanding, 3,039,100 shares 30,391 30,391
Additional paid-in capital 2,902,149 2,902,149
Retained earnings 2,361,251 2,695,970
----------------- -----------------
5,293,791 5,628,510
----------------- -----------------
$ 10,014,869 $ 10,324,895
================= =================
See notes to the consolidated financial statements.
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CVD EQUIPMENT CORPORATION AND SUBSIDIARY
Consolidated Statements of Operations
(Unaudited)
Three Months Ended June 30 Six Months Ended June 30
2004 2003 2004 2003
--------------- --------------- --------------- ---------------
Revenue:
Revenue on completed contracts $ 1,695,323 $ 1,440,743 $ 3,531,257 $ 3,971,524
Revenue on uncompleted contracts 31,275 583,711 387,276 1,680,067
--------------- --------------- --------------- ---------------
1,726,598 2,024,454 3,918,533 5,651,591
--------------- --------------- --------------- ---------------
Costs of Revenue
Cost on completed contracts 1,158,334 1,351,679 2,508,821 3,482,469
Cost on uncompleted contracts 12,732 518,600 264,310 1,042,095
--------------- --------------- --------------- ---------------
1,171,066 1,870,279 2,773,131 4,524,564
--------------- --------------- --------------- ---------------
Gross profit 555,532 154,175 1,145,402 1,127,027
--------------- --------------- --------------- ---------------
Operating expenses
Selling and shipping 164,715 71,922 309,693 425,915
General and administrative 587,255 545,915 1,068,687 1,126,413
--------------- --------------- --------------- ---------------
Total operating expenses 751,970 617,837 1,378,380 1,552,328
Operating loss (196,438) (463,662) (232,978) (425,301)
--------------- --------------- --------------- ---------------
Other income (expense)
Interest income 236 110 345 234
Interest expense (53,999) (60,793) (110,866) (123,762)
Other income 7,885 195,954 9,900 263,930
--------------- --------------- --------------- ---------------
Total other (expense) income (45,878) 135,271 (100,621) 140,402
Loss before income taxes (242,316) (328,391) (333,599) (284,899)
Income tax provision (800) 15,170 (1,120) -
--------------- --------------- --------------- ---------------
Net loss $ (243,116) $ (313,221) $ (334,719) $ (284,899)
=============== =============== =============== ===============
Basic loss per common share $ (0.08) $ (0.10) (0.11) (0.09)
=============== =============== =============== ===============
Diluted loss per common share $ (0.08) $ (0.10) (0.11) (0.09)
=============== =============== =============== ===============
Weighted average common shares outstanding
basic loss per share 3,039,100 3,039,100 3,039,100 3,039,100
Effect of potential common share issuance:
Stock options - - - -
--------------- --------------- --------------- ---------------
Weighted average common shares outstanding
diluted loss per share 3,039,100 3,039,100 3,039,100 3,039,100
=============== =============== =============== ===============
See notes to the consolidated financial statements
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CVD EQUIPMENT CORPORATION AND SUBSIDIARY
Consolidated Statements of Cash Flows
(Unaudited)
Six Months Ended June 30
2004 2003
----------------- -----------------
Cash flows from operating activities
Net loss $ (334,719) $ (284,899)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization 178,518 180,150
Bad debt provision (3,691) 1,358
Changes in operating assets and liabilities:
Accounts receivable 915,597 158,050
Cost in excess of billings on uncompleted contracts 34,297 (359,762)
Inventory (392,990) 505,638
Other current assets (43,223) (17,924)
Other assets (121,005) (48,799)
Accounts payable 28,960 219,981
Accrued expenses 238,336 (140,976)
Billing in excess of costs on uncompleted contracts (174,068) (146,387)
----------------- -----------------
Net cash provided by operating activities 326,012 66,430
----------------- -----------------
Cash flows from investing activities:
Capital expenditures (23,009) (49,029)
----------------- -----------------
Net cash used in investing activities (23,009) (49,029)
----------------- -----------------
Cash flows from financing activities:
Proceeds from short-term borrowings 575,000 315,000
Payments of short-term borrowings (575,000) (315,000)
Proceeds from long-term debt 26,460 -
Payments of long-term debt (94,995) (87,182)
----------------- -----------------
Net cash used in financing activities (68,535) (87,182)
----------------- -----------------
Net increase (decrease) in cash and cash equivalents 234,468 (69,781)
Cash and cash equivalents at beginning of period 321,490 323,537
----------------- -----------------
Cash and cash equivalents at end of period $ 555,958 $ 253,756
================= =================
See notes to consolidated financial statements
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CVD EQUIPMENT CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1: BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in
accordance with accounting principles generally accepted in the United
States of America for interim financial information and with the
instructions to Form 10-QSB and Item 310(b) of Regulation S-B. Accordingly,
they do not include all of the information and footnotes required by
accounting principles generally accepted in the United States of America for
complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included and all such adjustments are of a normal
recurring nature. The operating results for the three and six months ended
June 30, 2004 are not necessarily indicative of the results that can be
expected for the year ending December 31, 2004.
The balance sheet as of December 31, 2003 has been derived from the audited
financial statements at such date, but does not include all of the
information and footnotes required by accounting principles generally
accepted in the United States of America for complete financial statements.
For further information, please refer to the consolidated financial
statements and footnotes thereto included in the Company's Annual Report of
Form 10-KSB for the year ended December 31, 2003.
Recently Issued Accounting Standards
In January 2003, the FASB issued FASB Interpretation No. 46, Consolidation
of Variable Interest Entities ("FIN 46"). FIN 46 clarifies the application
of Accounting Research Bulletin No. 51, Consolidated Financial Statements,
to certain entities in which equity investors do not have the
characteristics of a controlling financial interest or do not have
sufficient equity at risk for the entity to finance its activities without
additional subordinated financial support from other parties. The Company is
required to adopt the provision of FIN 46 for variable interest entities
created after January 31, 2003. The adoption of FIN 46 is not expected to
have a material impact on the Company's consolidated financial statements.
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CVD EQUIPMENT CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: BASIS OF PRESENTATION (continued)
Recently Issued Accounting Standards (continued)
In April 2003, the FASB issued Statement No. 149 (SFAS No. 149), "Amendment
of Statement No. 133 on Derivative Instruments and Hedging Activities." SFAS
No. 149 amends and clarifies accounting for derivative instruments,
including certain derivative instruments embedded in other contracts, and
for hedging activities under SFAS No. 133, and is effective for contracts
entered into or modified after June 30, 2003. The adoption of SFAS No. 149
is not expected to have a material impact on the Company's consolidated
financial statements.
In May 2003, the FASB issued Statement No. 150 (SFAS No. 150) "Accounting
for Certain Financial Instruments with Characteristics of Both Liabilities
and Equity." SFAS No. 150 established standards for how an issuer classifies
and measures certain financial instruments with characteristics of both
liabilities and equity. This statement requires that an issuer classify a
financial instrument that is within its scope as a liability (or an asset in
some circumstances). Many of those instruments were previously classified as
equity. SFAS No. 150 is effective for financial statements entered into or
modified after May 31, 2003 and otherwise is effective at the beginning of
the first interim period beginning after June 15, 2003. The adoption of SFAS
No. 150 is not expected to have a material impact on the Company's
consolidated financial statements.
In December 2003, the FASB amended Statement No. 132 (SFAS No. 132)
"Employers' Disclosures about Pensions and Other Postretirement Benefits",
and amendment of FASB Statements No. 87, 88 and 106. SFAS 132 improves
financial statement disclosure for defined benefit plans and requires that
companies provide more details about their plan assets, benefit obligations,
cash flows, benefit costs and other relevant information. SFAS No. 132 is
effective for fiscal years ending after December 15, 2003, and for quarters
beginning after December 15, 2003. The adoption of SFAS No. 132 is not
expected to have a material impact on the Company's consolidated financial
statements.
NOTE 2: REVENUE RECOGNITION
The Company recognizes revenues and income using the percentage-of-
completion method for complex major products while revenues from other
products are recorded when such products are accepted and shipped. Profits
on contracts for complex major products are recorded on the basis of the
Company's estimates of the percentage-of-completion of individual contracts,
commencing when progress reaches a point where experience is sufficient to
estimate final
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CVD EQUIPMENT CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2: REVENUE RECOGNITION (continued)
results with reasonable accuracy. Under this method, revenues are recognized
based on costs incurred to date compared with total estimated costs.
The asset, "Costs and estimated earnings in excess of billings on
uncompleted contracts," represents revenues recognized in excess of amounts
billed.
The liability, "Billings in excess of costs on uncompleted contracts"
represents amounts billed in excess of revenues earned.
NOTE 3: UNCOMPLETED CONTRACTS
Costs, estimated earnings and billings on uncompleted contracts are summarized as follows:
June 30, 2004 December 31, 2003
----------------- -----------------
Costs incurred on uncompleted contracts $ 264,310 $ 303,772
Estimated earnings 864,527 951,894
----------------- -----------------
1,128,837 1,255,666
Billings to date (587,400) (854,000)
----------------- -----------------
$ 541,437 $ 401,666
----------------- -----------------
Included in accompanying balance sheets
Under the following captions:
Costs and estimated earnings in excess
of billings on uncompleted contracts $ 541,437 $ 575,734
Billings in excess of costs and estimate
earnings on uncompleted contracts 0 (174,068)
----------------- -----------------
$ 541,437 $ 401,666
----------------- -----------------
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CVD EQUIPMENT CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4: INVENTORY
Inventories consist of the following:
June 30, 2004 December 31, 2003
----------------- -----------------
Raw materials $ 1,088,519 $ 777,893
Work-in-process 363,523 108,350
Finished goods 366,799 539,608
$ 1,818,841 $ 1,425,851
NOTE 5: BAD DEBTS
The Company records an allowance for uncollectible amounts based on a review
of the collectibility of its accounts receivable. Management determines the
adequacy of this allowance by analyzing historical bad debts, continually
evaluating individual customer's receivables and considering the customer's
financial condition and current economic conditions. If the financial
condition of the customers were to deteriorate, resulting in an impairment
of their ability to make payments, additional allowances could be required.
NOTE 6: SHORT TERM BORROWINGS
June 30, 2004 December 31, 2003
----------------- -----------------
$0 $0
The Company has a line of credit with a bank permitting the Company to
borrow up to $1,000,000 which will be subject to renewal on June 1, 2005.
Interest is payable on any unpaid principal balance at the bank's prime rate
plus _ of 1%. Borrowings are collateralized by the Company's assets
NOTE 7: OTHER INCOME
Other income for the three and six months ended June 30, 2003 consists
primarily of cash received on the collection of accounts receivable
exceeding the amount booked as part of the purchase of assets of
Conceptronic's Inc. Surface Mount Technology (SMT) business.
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CVD EQUIPMENT CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 8: STOCK OPTION PLANS
The Company accounts for the stock option plans under the recognition and
measurement principles of APB Opinion No. 25, Accounting for Stock Issued to
Employees, and related interpretations. The following table illustrates the
effect on net income and earnings per share if the Company had applied the
fair value recognition provisions of FASB Statement No. 123, accounting for
Stock-based Compensation, to stock-based employee compensation.
Six Months Ended June 30
2004 2003
--------------- ---------------
Net loss as reported $ (334,719) $ (284,899)
Add: Stock-based employee
compensation expense included in
reported net income, net of
related tax effects - -
Deduct: Total stock-based employee
compensation expense determined
under fair value based method for
all awards, net of related tax effects (37,249) (14,839)
Pro forma net income (loss) $ (371,968) $ (299,738)
--------------- ---------------
(Loss) earnings per share:
Basic-as reported $ (0.11) $ (0.09)
--------------- ---------------
Basic-pro forma $ (0.12) $ (0.10)
--------------- ---------------
Diluted-as reported $ (0.11) $ (0.09)
--------------- ---------------
Diluted-pro forma $ (0.12) $ (0.10)
--------------- ---------------
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Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The following discussion and analysis should be read in conjunction with the
consolidated financial statements and accompanying notes filed as part of
this report.
Except for historical information contained herein, this "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
contains forward-looking statements within the meaning of the U.S. Private
Securities Litigation Reform Act of 1995, as amended. These statements
involve known and unknown risks, uncertainties and other factors which may
cause the actual results, performance, or achievements of the Company to be
materially different from any future results, performance, or achievements
expressed or implied by such forward-looking statements. These forward-
looking statements were based on various factors and were derived utilizing
numerous important assumptions and other important factors that could cause
actual results to differ materially from those in the forward-looking
statements. Important assumptions and other factors that could cause actual
results to differ materially from those in the forward-looking statements,
include but are not limited to: competition in the Company's existing and
potential future product lines of business; the Company's ability to obtain
financing on acceptable terms if and when needed; uncertainty as to the
Company's future profitability, uncertainty as to the future profitability
of acquired businesses or product lines, uncertainty as to any future
expansion of the Company. Other factors and assumptions not identified above
were also involved in the derivation of these forward-looking statements and
the failure of such assumptions to be realized as well as other factors may
also cause actual results to differ materially from those projected. The
Company assumes no obligation to update these forward looking statements to
reflect actual results, changes in assumptions or changes in other factors
affecting such forward-looking statements.
Results of Operations
Revenue for the three month period ended June 30, 2004 was $1,726,598
compared to $2,024,454 for the three month period ended June 30, 2003, a
decrease of approximately $298,000 or 14.7%. The overall softness in the
economy has caused some existing and potential customers to either reduce or
delay their capital expenditures which has negatively impacted the revenue
generated from the manufacture of CVD and SDC equipment gas and chemical
delivery systems. The Company has utilized this "slow" time to redesign and
re-engineer some Conceptronic and Research International product lines into
more cost effective and efficient systems enabling us to implement our
marketing strategy to sell these products.
Revenue for the six months ended June 30, 2004 was $3,918,533 a decrease of
$1,733,058 or 30.7% compared to the $5,651,591 of revenue achieved in the
six month period ended June 30, 2003. The Company's relocation of its
corporate headquarters during the quarter ended
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December 31, 2002 resulted in a slowdown in productivity. Products that
would have been completed and shipped prior to December 31, 2002 were
completed and shipped during the first three months of 2003 resulting in
higher revenues for that six month period.
The Company's gross profit increased to $555,532 during the three months
ended June 30, 2004, an increase of approximately $401,000 or 260.3%
compared to the three months ended June 30, 2003. Additionally, the gross
profit margin increased from 7.6% in the three month period ended June 30,
2003 to 32.2% in the current three month period. This increase is
attributable to two factors: The gross margin for three months ended June
30, 2003 was lower than normal as a result of the high costs associated with
products sold through the Conceptronic division which had recently been
acquired. Over the subsequent twelve months, by assimilating Conceptronic
into the Company's mainstream we were able to reduce these costs. The second
factor is attributable to the engineering and design modifications the
Company has been able to make to the product line.
Gross profits and gross profit margin for the six months ended June 30, 2004
increased by $18,375 and 9.3% respectively, compared to the six months ended
June 30, 2003. Both of these increases are attributable to the same reasons
as mentioned above for the three month period, cost reductions and
engineering and design modifications. As a result the gross profit margin
increased to approximately 29.2% compared to 19.9% for the same period one
year ago, despite lower overall revenues for the period.
For the six months ended June 30, 2004, the Company's selling and shipping
expenses were $309,693 which represents a decrease of approximately $116,000
or 27.3% compared to the approximately $426,000 incurred during the six
months ended June 30, 2003. This is primarily a result of the reduction in
the Company's sales force and the increased reliability placed on
distributors in addition to the lower sales volume.
The Company incurred approximately $587,000 of general and administrative
expenses during the quarter ended June 30, 2004, an increase of 7.6% or
$41,000 compared to the $546,000 of general and administrative expenses
incurred in the quarter ended June 30, 2003. This is a result of increases
in various expenses such as real estate taxes and employee benefits during
the current quarter.
General and administrative expenses for the six months ended June 30, 2004
were $1,068,687, representing a 5.1% decrease compared to approximately
$1,126,000 for the six months ended June 30, 2003. This is primarily
attributable to the higher than normal costs during the six months ended
June 30, 2003 prior to the assimilation of Conceptronic into the Company
mainstream.
Interest expense for the three and six months ended June 30, 2004 decreased
to approximately $54,000 and $111,000 respectively compared to approximately
$61,000 and $124,000 for the
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three and six months ended June 30, 2003, a reduction of 11.2% and 10.4%
respectively, as a result of reduced borrowing by the Company on its short-
term revolving credit line.
Other income decreased by approximately $188,000 and $254,000 for the three
and six months ended June 30, 2004 compared to the same respective periods
one year earlier. During the three month period ended June 30, 2003 the
Company collected approximately $150,000 as an insurance reimbursement for
legal fees and $42,000 in collections of accounts receivable in excess of
the $369,000 recorded as part of the purchase of the assets of
Conceptronic's Inc. Surface Mount Technology (SMT) business. During the six
months ended June 30, 2003 the Company collected $106,000 of accounts
receivable in excess of the amount recorded as part of the purchase of the
assets of Conceptronic's Inc. Surface Mount Technology (SMT) business in
addition to the $150,000 received as an insurance reimbursement. The Company
did not receive any income from those sources during the current three and
six month period.
Liquidity and Capital Resources
As of June 30, 2004, the Company had an aggregate working capital of
approximately $2,458,000 compared to an aggregate working capital of
$2,857,000 at December 31, 2003 and had available cash and cash equivalents
of $555,958 compared to $321,490 at December 31, 2003. The increase in cash
is attributable to the daily operating activities.
Accounts receivable as of June 30, 2004 was $907,838 compared to $1,819,744
as of December 31, 2003. This decrease is attributable to timing of customer
payments and reduced billings.
As of June 30, 2004 the Company's backlog increased to approximately
$2,683,000 from the approximately $1,738,000 at December 31, 2003. During
the latter part of the period ended June 30, 2004, the Company had completed
some of the enhancements to the Conceptronic product line and thus began
increasing its marketing efforts in that area. This has contributed to the
increased backlog as of June 30, 2004. The timing for completion of the
backlog varies depending on the product mix, however, there is generally a
one to six month lag in the completion and shipping of backlogged product.
On June 1, 2004, the Company and its bank renewed its one year line of
credit facility which permits the Company to borrow up to $1,000,000.
Interest is payable on any unpaid principal balance at the bank's prime rate
plus _ of 1%. As of June 30, 2004, there was no outstanding balance on this
facility. Borrowings are collateralized by the Company's assets.
The Company believes that its cash, cash equivalents and available credit
facilities will be sufficient to meet its working capital and investment
requirements for the next twelve months. However, future growth, including
potential acquisitions, may require additional funding, and from time to
time the Company may need to raise capital through additional equity or debt
financing.
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Item 3. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Based on their evaluation as of a date within 90 days of the filing of this
Form 10-QSB, our management, with the participation of our Chief Executive
Officer and Chief Financial Officer, conducted an evaluation of the
effectiveness of the design and operation of our disclosure controls and
procedures, as required by Exchange Act Rule 13a-15. Based upon that
evaluation, the Chief Executive Officer and Chief Financial Officer have
concluded that our disclosure controls and procedures were effective to
insure that information required to be disclosed by us in reports that we
file or submit under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified by the SEC's rules and forms.
Changes in Internal Controls
There were no significant changes in the Company's internal controls over
financial reporting that occurred during the quarter ended June 30, 2004
that have materially affected, or are reasonably likely to materially
affect, the internal controls over financial reporting.
Limitations on the Effectiveness of Controls
We believe that a control system, no matter how well designed and operated,
cannot provide absolute assurance that the objectives of the control systems
are met, and no evaluation of controls can provide absolute assurance that
all control issues and instances of fraud, if any, within a company have
been detected.
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CVD EQUIPMENT CORPORATION
PART II
OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports Filed on Form 8-K
(a) Exhibits filed with this report:
31.1 Certification of Chief Executive Officer
31.2 Certification of Chief Financial Officer
32.1 Certification of Chief Executive Officer pursuant to U.S.C.
Section 1350
32.2 Certification of Chief Financial Officer pursuant to U.S.C.
Section 1350
(b) Reports on Form 8-K
None
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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, this 16th day of August 2004.
CVD EQUIPMENT CORPORATION
By: /s/ Leonard A. Rosenbaum
Leonard A. Rosenbaum
Chief Executive Officer
(Principal Executive Officer)
By: /s/ Glen R. Charles
Glen R. Charles
Chief Financial Officer
(Principal Financial and
Accounting Officer)
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
31.1 Certification of Chief Executive Officer *
31.2 Certification of Chief Financial Officer *
32.1 Certification of Chief Executive Officer pursuant to U.S.C.
Section 1350 *
32.2 Certification of Chief Financial Officer pursuant to U.S.C.
Section 1350 *
* Filed herewith
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Exhibit 31.1
Certifications Pursuant to Rule 13A-14 or 15D-14 of the Securities Exchange
Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
I, Leonard A. Rosenbaum, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of CVD
Equipment Corporation;
2. Based on my knowledge, this 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 report;
3. Based on my knowledge, the financial statements, and other financial
information included in this 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 report.
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
registrant and have:
a. Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under our
supervision, 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 report is being prepared;
b. Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report
based on such evaluation; and
c. Disclosed in this report any change in the registrant's
internal control over financial reporting that occurred during the
registrant's most recent fiscal quarter (the registrant's fourth
fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect,
the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of the
registrants' board of directors (or persons performing the equivalent
functions):
a. All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant's
ability to record, process, summarize and report financial
information; and
b. Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal control over financial reporting.
Dated: August 16, 2004
/s/ Leonard A. Rosenbaum
----------------------------------------
President, Chief Executive Officer and Director
17
18
Exhibit 31.2
Certifications Pursuant to Rule 13A-14 or 15D-14 of the Securities exchange
act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
I, Glen R. Charles, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of CVD
Equipment Corporation;
2. Based on my knowledge, this 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 report;
3. Based on my knowledge, the financial statements, and other financial
information included in this 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 report.
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e) for the
registrant and have:
a. Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under our
supervision, 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 report is being prepared;
b. Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report
based on such evaluation; and
c. Disclosed in this report any change in the registrant's
internal control over financial reporting that occurred during the
registrant's most recent fiscal quarter (the registrant's fourth
fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect,
the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of the
registrants' board of directors (or persons performing the equivalent
functions):
a. All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant's
ability to record, process, summarize and report financial
information; 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 over financial reporting.
Dated: August 16, 2004
/s/ Glen R. Charles
----------------------------------------
Chief Financial Officer
18
19
Exhibit 32.1
Certification of Principal Executive Officer
Pursuant to U.S.C. Section 1350
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
I, Leonard A. Rosenbaum, President and Chief Executive Officer of CVD
Equipment Corporation, hereby certify, to my knowledge, that the quarterly
report on Form 10-QSB for the period ending March 31, 2004 of CVD Equipment
Corporation (the "Form 10-QSB") fully complies with the requirements of
Section 13 (a) or 15 (d) of the Securities Exchange Act of 1934 and the
information contained in the Form 10-QSB fairly presents, in all material
respects, the financial condition and results of operations of CVD Equipment
Corporation.
Dated: August 16, 2004 /s/ Leonard A. Rosenbaum
Leonard A. Rosenbaum
Chief Executive Officer
(Principal Executive Officer)
19
20
Exhibit 32.2
Certification of Principal Financial Officer
Pursuant to U.S.C. Section 1350
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
I, Glen R. Charles, Chief Financial Officer of CVD Equipment Corporation,
hereby certify, to my knowledge, that the quarterly report on Form 10-QSB
for the period ending March 31, 2004 of CVD Equipment Corporation (the "Form
10-QSB") fully complies with the requirements of Section 13 (a) or 15 (d) of
the Securities Exchange Act of 1934 and the information contained in the
Form 10-QSB fairly presents, in all material respects, the financial
condition and results of operations of CVD Equipment Corporation.
Dated: August 16, 2004 /s/ Glen R. Charles
Glen R. Charles
Chief Financial Officer
(Principal Financial Officer)
20