UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
Form 10-QSB
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE
SECURITIES EXCHANGE ACT OF 1934.
For the quarterly period ended March 31, 2007
[ ] 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: 1-16525
CVD EQUIPMENT CORPORATION
(Name of Small Business Issuer in Its Charter)
New York 11-2621692
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1860 Smithtown Avenue
Ronkonkoma, New York 11779
(Address including zip code of registrant's Principal Executive Offices)
(631) 981-7081
(Issuer's Telephone Number, Including Area Code)
Securities registered under Section 12(b) of the Act:
None
Securities registered under Section 12(g) of the Act:
Common Stock, Par value $0.01
(Title of class)
Check whether the issuer: (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 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 issuer is a large accelerated filer,
an accelerated filer or a non-accelerated filer See definition of
"accelerated filer and large accelerated filer" in Rule 12b-2 of the
Exchange Act). (check one)
Large accelerated filer[ ] Accelerated filer[ ] Non-accelerated filer [x]
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date: 3,298,500
shares of Common Stock, $0.01 par value at May 8, 2007.
______________________________________________________________________
CVD EQUIPMENT CORPORATION AND SUBSIDIARY
Index
Part I - Financial Information
Item 1 - Financial Statements (Unaudited)
Consolidated Balance Sheets at March 31, 2007 (Unaudited)
and December 31, 2006 2
Comparative Consolidated Statements of Operations (Unaudited)
for the three months ended March 31, 2007 and 2006 3
Comparative Consolidated Statements of Cash Flows (Unaudited)
for the three months ended March 31, 2007 and 2006 4
Notes to Unaudited Consolidated Financial Statements 5
Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
Item 3 - Controls and Procedures 12
Part II - Other Information 13
Item 1 - Legal Proceedings 13
Item 2 - Changes in Securities and Use of Proceeds 13
Item 3 - Defaults Upon Senior Securities 13
Item 4 - Submission of Matters to a Vote of Security
Holders 13
Item 5 - Other Information 13
Item 6 - Exhibits and Reports Filed on Form 8-K 13
Signatures 14
Exhibit Index 15
Certification of Chief Executive Officer 16
Certification of Chief Financial Officer 17
Certification of Chief Executive Officer pursuant to U.S.C.
Section 1350 18
Certification of Chief Financial Officer pursuant to U.S.C.
Section 1350 19
PART 1 - FINANCIAL INFORMATION
Item 1 - Financial Statements
CVD EQUIPMENT CORPORATION AND SUBSIDIARY
Consolidated Balance Sheets
March 31, 2007
(Unaudited) December 31, 2006
---------------- -----------------
ASSETS
Current Assets:
Cash and cash equivalents $ 72,502 $ 257,341
Accounts receivable, net 1,956,018 2,377,069
Investments 251,130 251,130
Cost in excess of billings on uncompleted contracts 1,285,618 716,663
Inventories 2,616,893 2,704,506
Other current assets 107,760 118,300
---------------- -----------------
Total current assets 6,289,921 6,425,009
Property, plant and equipment, net 4,919,667 4,778,807
Deferred income taxes - non-current 910,614 899,904
Other assets 664,631 708,114
Intangible assets, net 100,116 105,775
---------------- -----------------
$ 12,884,949 $ 12,917,609
================ =================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current maturities of long-term debt $ 236,710 $ 223,653
Short-term notes payable 205,000 210,000
Short-term debt - 2,109
Accounts payable 634,251 640,771
Accrued expenses 650,151 686,771
Accrued professional fees - related party 10,000 35,000
Deferred revenue - 212,250
Deferred tax liability - current 248,912 263,396
---------------- -----------------
Total current liabilities 1,985,024 2,273,950
Long-term debt, net of current portion 2,843,865 2,776,801
Deferred tax liability - long-term 634,080 666,948
---------------- -----------------
Total liabilities 5,462,969 5,717,699
---------------- -----------------
Commitments and contingencies - -
Stockholders' Equity
Common stock-$0.01par value-10,000,000 shares authorized;
issued and outstanding, 3,298,500 shares at March 31, 2007
and 3,250,500 at December 31, 2006 32,985 32,505
Additional paid-in capital 3,530,655 3,405,474
Retained earnings 3,858,340 3,761,931
---------------- -----------------
Total Stockholders' Equity 7,421,980 7,199,910
---------------- -----------------
---------------- -----------------
Total Liabilities and Stockholders' Equity $ 12,884,949 $ 12,917,609
================ =================
The accompanying notes are an integral part of the consolidated financial statements.
2
CVD EQUIPMENT CORPORATION AND SUBSIDIARY
Consolidated Statements of Operations
(Unaudited)
Three Months Ended
March 31,
2007 2006
-------------- --------------
Revenue: $ 3,811,277 $ 3,211,473
Cost of Revenue 2,555,330 2,141,376
-------------- --------------
Gross profit 1,255,947 1,070,097
-------------- --------------
Operating expenses
Selling and shipping 278,310 196,869
General and administrative 763,226 718,209
Related party - professional fees 10,000 -
-------------- --------------
Total operating expenses 1,051,536 915,078
Operating income 204,411 155,019
-------------- --------------
Other income (expense)
Interest income 27 21
Interest expense (53,473) (56,647)
Other income 5,094 75,469
-------------- --------------
Total other income (expense) (48,352) 18,843
Income before income taxes 156,059 173,862
Income tax provision (59,650) (60,915)
-------------- --------------
Net income $ 96,409 $ 112,947
============== ==============
Basic income per common share $ 0.03 $ 0.04
============== ==============
Diluted income per common share $ 0.03 $ 0.03
============== ==============
Weighted average common shares outstanding
basic income per share 3,284,589 3,132,689
Effect of potential common share issuance:
Stock options 129,203 169,537
-------------- --------------
Weighted average common shares outstanding
diluted income per share 3,413,792 3,302,226
============== ==============
The accompanying notes are an integral part of the consolidated financial statements.
3
CVD EQUIPMENT CORPORATION AND SUBSIDIARY
Consolidated Statements of Cash Flows
(Unaudited)
Three Months Ended
March 31,
2007 2006
-------------- --------------
Cash flows from operating activities
Net income $ 96,409 $ 112,947
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Stock based compensation expense 41,661 53,413
Depreciation and amortization 105,150 81,758
Deferred tax provision (58,062) 58,998
Bad debt provision (2,000) -
Changes in operating assets and liabilities:
Accounts receivable 423,050 (113,557)
Cost in excess of billings on uncompleted contracts (568,955) (452,019)
Inventory 87,613 (304,956)
Other current assets 10,540 (40,984)
Other assets
Accounts payable (6,520) 214,047
Accrued expenses (61,619) (135,371)
Deferred revenue (212,250) 179,228
-------------- --------------
Net cash (used in) operating activities (144,983) (346,496)
-------------- --------------
Cash flows from investing activities:
Capital expenditures (210,633) (142,649)
Deposits 13,766 -
-------------- --------------
Net cash (used in) investing activities (196,867) (142,649)
-------------- --------------
Cash flows from financing activities:
Proceeds from short-term borrowings 800,000 535,000
Payments of short-term borrowings (805,000) (150,000)
Proceeds from loans 139,510 115,309
Payments of long-term debt (61,499) (61,967)
Net proceeds from stock options exercised 84,000 14,000
-------------- --------------
Net cash provided by financing activities 157,011 452,342
-------------- --------------
Net (decrease) in cash and cash equivalents (184,839) (36,803)
Cash and cash equivalents at beginning of period 257,341 265,454
-------------- --------------
Cash and cash equivalents at end of period $ 72,502 $ 228,651
============== ==============
Supplemental disclosure of cash flow information:
Income taxes paid $ 101,447 $ 100
Interest paid $ 52,776 $ 53,295
The accompanying notes are an integral part of the consolidated financial statements.
4
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 in order to make the interim financials not
misleading have been included and all such adjustments are of a normal
recurring nature. The operating results for the three months ended
March 31, 2007 are not necessarily indicative of the results that can
be expected for the year ending December 31, 2007.
The balance sheet as of December 31, 2006 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.
The accounting policies followed by the Company are set forth in Note
2 to the Company's consolidated financial statements in the December
31, 2006 Form 10-KSB.
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, 2006.
Intercompany transactions have been eliminated in consolidation.
Certain reclassifications have been made to prior period financial
statements to conform to the current year presentation.
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Revenue and Income Recognition
The Company recognizes revenues and income using the percentage-of-
completion method for custom production-type contracts while revenues
from other products are recorded when such products are accepted and
shipped. Profits on custom production-type contracts are recorded on
the basis of the Company's estimates of the percentage-of-completion
of individual contracts,
5
CVD EQUIPMENT CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 (continued):
commencing when progress reaches a point where experience is
sufficient to estimate final 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.
Cash and Cash Equivalents
The Company considers all highly liquid financial instruments
purchased with an original maturity of three months or less at the
date of purchase to be cash equivalents.
Investments
Investments in unconsolidated companies in which the Company owns less
than a 20% interest or otherwise does not exercise a significant
influence are carried at cost.
NOTE 3: UNCOMPLETED CONTRACTS
Costs, estimated earnings and billings on uncompleted contracts are
summarized as follows:
March 31, 2007 December 31, 2006
--------------- ---------------
(Unaudited)
Costs incurred on uncompleted contracts $ 1,690,364 $ 1,509,672
Estimated earnings 2,495,770 2,015,836
--------------- ---------------
4,186,134 3,525,508
Billings to date (2,900,516) (2,808,845)
--------------- ---------------
$ 1,285,618 $ 716,663
--------------- ---------------
Included in accompanying balance sheets
Under the following captions:
Costs and estimated earnings in excess
of billings on uncompleted contracts $ 1,285,618 $ 716,663
Billings in excess of costs and estimate
earnings on uncompleted contracts --- ---
--------------- ---------------
$ 1,285,618 $ 716,663
6
CVD EQUIPMENT CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4: INVENTORY
Inventories consist of the following:
March 31, 2007 December 31, 2006
--------------- ---------------
(Unaudited)
Raw materials $ 902,854 $ 860,085
Work-in-process 1,385,078 1,515,460
Finished goods 328,961 328,961
--------------- ---------------
$ 2,616,893 $ 2,704,506
--------------- ---------------
NOTE 5: BAD DEBTS
Accounts receivables are presented net of an allowance for doubtful
accounts of $5,217 and $7,217 as of March 31, 2007 and December 31,
2006 respectively. The allowance is based on prior experience and
management's evaluation of the collectibility of accounts receivable.
Management believes the allowance is adequate. However, future
estimates may change based on changes in economic conditions.
NOTE 6: SHORT TERM BORROWINGS
March 31, 2007 December 31, 2006
--------------- ---------------
(Unaudited)
$ 205,000 $ 210,000
The Company has a line of credit with a bank permitting it to borrow
on a revolving basis amounts up to $1,250,000 until June 1, 2007 at
which time it will be subject to renewal. Interest is payable on any
unpaid principal balance at the bank's prime rate plus 3/4 of 1%. The
prime rate was 8.25% and the amount outstanding on the facility was
$205,000 and $210,000 on March 31, 2007 and December 31, 2006
respectively. Borrowings are collateralized by the Company's assets.
The Company has a line of credit for equipment purchases from the same
bank permitting it to borrow up to 100% of the purchase price of the
equipment up to $250,000. The amount borrowed is immediately converted
into a five year term loan at the bank's prime rate plus 1 1/4%. As of
March 31, 2007, there was approximately $213,000 outstanding on this
facility. Borrowings are collateralized by the equipment purchased.
7
CVD EQUIPMENT CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 7: STOCK COMPENSATION EXPENSE
On January 1, 2006, the Company adopted the provisions of SFAS No.
123-R "Share-Based Payment" using the modified prospective method.
SFAS No. 123-R requires companies to recognize the cost of employee
services received in exchange for awards of equity instruments based
upon the grant date fair value of those awards. Under the modified
prospective method of adopting SFAS No. 123-R, the Company recognized
compensation cost for all share-based payments granted after January
1, 2006, plus any awards granted to employees prior to January 1, 2006
that remain unvested at that time. Under this method of adoption, no
restatement of prior periods is made.
During the three months ended March 31, 2007 and March 31, 2006, the
Company recorded into selling and general administrative expense
approximately $42,000 and $53,000 respectively for the cost of
employee services received in exchange for equity instruments based on
the grant-date fair value of those instruments in accordance with the
provisions of SFAS No. 123-R.
NOTE 8: INCOME TAXES
The provision (benefit) for income taxes includes the following:
Three Months Ended
March 31, 2007
------------------
(Unaudited)
Current:
Federal $ 108,921
State 8,791
------------------
Total Current Provision 117,712
Deferred:
Federal (73,677)
State 15,615
------------------
Total Deferred (Benefit) (58,062)
------------------
$ 59,650
------------------
All of the Company's federal net operating loss (NOL'S) carry forwards
of approximately $40,000 have been utilized and $276,000 of the
Company's $277,000 state net operating loss (NOL'S) carry forwards
have been utilized through March 31, 2007. For the three months ended
March 31, 2007, the Company recorded a current income tax expense of
approximately $118,000, which related to various federal, state and
local taxes.
8
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 March 31, 2007 was $3,811,277
compared to $3,211,473 for the three month period ended March 31,
2006, an increase of 18.7% as the Company continues to experience an
increasing demand for its products.
The Company generated a gross profit of approximately $1,256,000 for a
gross profit margin of 33.0% for the three months ended March 31, 2007
compared to a gross profit of approximately $1,070,000 for a gross
profit margin of 33.3% for the three months ended March 31, 2006.
Selling and shipping expenses for the three months ended March 31,
2007 and 2006 were $278,310 and $196,869 respectively, representing a
41.4% increase. This increase can be attributed primarily to a $35,000
increase in trade show expenses in order to effectuate the Company's
sales expansion program, and an increase in sales commissions.
The Company incurred approximately $773,000 of general and
administrative expenses during the quarter ended March 31, 2007,
representing an increase of 7.7% or approximately $55,000 compared to
the approximately $718,000 of general and administrative expenses
incurred in the quarter ended March 31, 2006. This increase is a
result of increased personnel as well as various increases in employee
benefit costs, insurance, and energy costs.
9
As a result of the foregoing factors, operating income was $204,000 for
the three months ended March 31, 2007 an increase of 31.6% compared to
$155,000 for the same period one year ago.
Interest expense for the three months ended March 31, 2007 decreased by
5.6% to $53,473 compared to $56,647 during the three months ended March
31, 2006. Although the Company incurred higher operating costs during
the current period, interest expenses were slightly lower as result of
reduced borrowing by the Company.
Other income during the quarter ended March 31, 2007 was approximately
$5,000 compared to approximately $75,000 for the corresponding period
one year ago. This resulted from the receipt of $70,000 during the
quarter ended March 31, 2006 which was previously written off in 2004.
For the three months ended March 31, 2007, the Company recorded a
current income tax expense of approximately $118,000 that was reduced by
the deferred tax benefit of $58,000.
The Company reported net income of approximately $96,000 for the current
period compared to net income of approximately $113,000 for the same
period, one year ago. This decrease was primarily due to two factors:
the receipt of $70,000 during the 1st quarter 2006, which was previously
written off in 2004; and an increase in expenses in the current quarter
associated with the initiation of the Company's program, first discussed
in the December 31, 2006 Form 10-K, to broaden the First Nano product
line and pursue a significantly larger share of the R&D market.
Liquidity and Capital Resources
As of March 31, 2007, the Company had an aggregate working capital of
approximately $4,305,000 compared to $4,151,000 at December 31, 2006 an
increase of $154,000. This increase was the result of the following: our
net income, after adding back depreciation and amortization, increased
working capital by approximately $202,000. The increase in working
capital also included approximately $126,000 in net proceeds from stock
option exercises and stock based compensation expense and $140,000 from
equipment loans. These increases were partially offset by an investment
in equipment of $197,000 along with changes in other current assets and
liabilities of $117,000.
Accounts receivable as of March 31, 2007 was $1,956,018 compared to
$2,377,069 as of December 31, 2006. This decrease is attributable to the
timing of shipments and customer payments.
As of March 31, 2007 the Company's backlog was approximately $2,143,000,
a decrease of $1,422,000 or 40.0% compared to $3,565,000 at December 31,
2006. 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. Backlog from quarter to
quarter can vary based on the timing of order placements and shipments.
10
The Company has a revolving line of credit with a bank permitting it
to borrow on a revolving basis amounts up to $1,250,000 until June 1,
2007, at which time it will be subject to renewal. Interest is payable
on any unpaid principal balance at the bank's prime rate plus 3/4 of 1%.
As of March 31, 2007, $205,000 was outstanding on this facility.
Borrowings are collateralized by the Company's assets.
The Company also has an equipment line of credit of $250,000 with that
same bank. The Company is permitted to borrow up to 100% of the
purchase price of the equipment. The amount borrowed is immediately
converted into a five year term loan at the bank's prime rate plus
1.25%. As of March 31, 2007, there was approximately $213,000
outstanding on this facility. Borrowings are collateralized by the
equipment purchased.
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, should we
determine and allow our business to grow more aggressively, which may
include making acquisitions, we may need to raise additional funding.
For this reason, as well as other reasons that arise from time to
time, we may consider raising capital through equity or debt
financings. Any decision to raise additional capital, as well as the
determination of the appropriate vehicle for doing so, will depend on
market conditions, order levels, opportunities presented to us and
other factors.
11
Item 3. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
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, as of the end
of the period covered by this report. 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 three months ended
March 31, 2007 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.
12
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
13
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 14th day of May
2007.
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)
14
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
15
Exhibit 31.1
Certifications of Principal Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Leonard A. Rosenbaum, the principal executive officer of CVD Equipment
Corporation, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of CVD
Equipment Corporation;
2. Based upon 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 upon 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. Intentionally omitted.
c. 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
d. 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: May 14, 2007
/s/ Leonard A. Rosenbaum
----------------------------------------
President, Chief Executive Officer and Director
16
Exhibit 31.2
Certifications of Principal Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Glen R. Charles, the principal financial officer of CVD Equipment
Corporation, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of CVD
Equipment Corporation;
2. Based upon 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 upon 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. Intentionally omitted.
c. 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
d. 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: May 14, 2007
/s/ Glen R. Charles
----------------------------
Chief Financial Officer
17
Exhibit 32.1
Certification of Principal Executive Officer
Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of2002
I, Leonard A. Rosenbaum, President and Chief Executive Officer of CVD
Equipment Corporation, hereby certify, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that to my knowledge, the quarterly report on Form 10-QSB for
the period ending March 31, 2007 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: May 14, 2007 /s/ Leonard A. Rosenbaum
Leonard A. Rosenbaum
Chief Executive Officer
(Principal Executive Officer)
18
Exhibit 32.2
Certification of Principal Financial Officer
Pursuant to 18 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, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that to my knowledge, the quarterly report on Form 10-QSB for the
period ending March 31, 2007 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: May 14, 2007 /s/ Glen R. Charles
Glen R. Charles
Chief Financial Officer
(Principal Financial Officer)
19