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, 2006
[ ] 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 Identification No.)
Incorporation or Organization)
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 an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [x]
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 3,137,800 shares of
Common Stock, $0.01 par value at May 8, 2006.
________________________________________________________________
1
CVD EQUIPMENT CORPORATION AND SUBSIDIARY
Index
Part I - Financial Information
Item 1 - Financial Statements (Unaudited)
Consolidated Balance Sheets at March 31, 2006 (Unaudited) and
December 31, 2005 2
Comparative Consolidated Statements of Operations(Unaudited) for
the three months ended March 31, 2006 and 2005 3
Comparative Consolidated Statements of Cash Flows (Unaudited) for
the three months ended March 31, 2006 and 2005 4
Notes to Unaudited Consolidated Financial Statements 5
Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations 11
Item 3 - Controls and Procedures 14
Part II - Other Information 15
Item 1 - Legal Proceedings 15
Item 2 - Changes in Securities and Use of Proceeds 15
Item 3 - Defaults Upon Senior Securities 15
Item 4 - Submission of Matters to a Vote of Security Holders 15
Item 5 - Other Information 15
Item 6 - Exhibits and Reports Filed on Form 8-K 15
Signatures 16
Exhibit Index 17
Certification of Chief Executive Officer 18
Certification of Chief Financial Officer 19
Certification of Chief Executive Officer pursuant to U.S.C. Section 1350 20
Certification of Chief Financial Officer pursuant to U.S.C. Section 1350 21
2
PART 1 - FINANCIAL INFORMATION
Item 1 - Financial Statements
CVD EQUIPMENT CORPORATION AND SUBSIDIARY
Consolidated Balance Sheets
March 31, 2006
(Unaudited) December 31, 2005
----------------- -----------------
ASSETS
Current Assets:
Cash and cash equivalents $ 228,651 $ 265,454
Accounts receivable, net 2,007,222 1,893,665
Cost in excess of billings on uncompleted contracts 1,047,086 595,067
Inventories 2,372,211 2,067,255
Other current assets 90,583 49,597
_________________ _________________
Total current assets 5,745,753 4,871,038
Property, plant and equipment, net 5,068,731 5,090,536
Deferred income taxes 182,990 241,988
Other assets 696,351 610,304
Intangible assets, net 92,787 96,141
_________________ _________________
$11,786,612 $10,910,007
================= =================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current maturities of long-term debt $ 252,192 $ 217,204
Short-term notes payable 485,000 100,000
Accounts payable 853,665 639,619
Accrued expenses 537,002 642,115
Accrued professional fees - related party 5,000 35,260
Deferred revenue 293,368 114,140
----------------- -----------------
Total current liabilities 2,426,227 1,748,338
Long-term debt, net of current portion 2,941,779 2,923,424
----------------- -----------------
Total liabilities 5,368,006 4,671,762
----------------- -----------------
Commitments and contingencies --- ---
Stockholders' Equity
Common stock-$0.01par value-10,000,000 shares authorized;
issued and outstanding, 3,137,800 shares at March 31, 2006
and 3,127,800 at December 31, 2005 31,378 31,278
Additional paid-in capital 3,116,675 3,049,362
Retained earnings 3,270,552 3,157,605
----------------- -----------------
6,418,606 6,238,245
----------------- -----------------
$11,786,612 $10,910,007
================= =================
See notes to the consolidated financial statements.
2
3
CVD EQUIPMENT CORPORATION AND SUBSIDIARY
Consolidated Statements of Operations
(Unaudited)
Three Months Ended
March 31,
2006 2005
----------------- -----------------
Revenue: $ 3,211,473 $ 2,398,070
Cost of Revenue 2,141,376 1,626,727
----------------- -----------------
Gross profit 1,070,097 771,343
----------------- -----------------
Operating expenses
Selling and shipping 196,869 170,116
General and administrative 718,209 531,264
Related party - professional fees - 10,000
----------------- -----------------
Total operating expenses 915,078 711,380
Operating income 155,019 59,963
----------------- -----------------
Other income (expense)
Interest income 21 626
Interest expense (56,647) (62,543)
Other income 75,469 4,180
----------------- -----------------
Total other income (expense) 18,843 (57,737)
Income before income taxes 173,862 2,226
Income tax provision (60,915) (1,133)
----------------- -----------------
Net income $ 112,947 $ 1,093
================= =================
Basic income per common share $ 0.04 $ -
================= =================
Diluted income per common share $ 0.03 $ -
================= =================
Weighted average common shares outstanding
basic income per share 3,132,689 3,039,100
Effect of potential common share issuance:
Stock options 169,537 9,715
----------------- -----------------
Weighted average common shares outstanding
diluted income per share 3,302,226 3,048,815
================= =================
See notes to the consolidated financial statements.
3
4
CVD EQUIPMENT CORPORATION AND SUBSIDIARY
Consolidated Statements of Cash Flows
(Unaudited)
Three Months Ended
March 31,
2006 2005
----------------- -----------------
Cash flows from operating activities
Net income $ 112,947 $ 1,093
Adjustments to reconcile net income to net cash
(used in) provided by operating activities:
Depreciation and amortization 81,758 88,759
Deferred tax provision 58,998
Stock option expense 53,413
Bad debt provision - (626)
Changes in operating assets and liabilities:
Accounts receivable (113,557) 385,480
Cost in excess of billings on uncompleted contracts (452,019) 732,266
Inventory (304,956) (262,964)
Other current assets (40,984) (15,685)
Other assets - (63,544)
Accounts payable 214,047 (62,081)
Accrued expenses (135,371) (185,676)
Deferred revenue 179,228 76,200
Customer deposits (298,152)
----------------- -----------------
Net cash (used in) provided by operating activities (346,496) 395,070
----------------- -----------------
Cash flows from investing activities:
Capital expenditures (142,649) (4,604)
----------------- -----------------
Net cash used in investing activities (142,649) (4,604)
----------------- -----------------
Cash flows from financing activities:
Proceeds from short-term borrowings 535,000 150,000
Payments of short-term borrowings (150,000) (425,000)
Proceeds from loans 115,309 -
Payments of long-term debt (61,967) (52,170)
Net proceeds from stock options exercised 14,000 -
----------------- -----------------
Net cash provided by (used in) financing activities 452,342 (327,170)
----------------- -----------------
Net (decrease) increase in cash and cash equivalents (36,803) 63,296
Cash and cash equivalents at beginning of period 265,454 171,463
----------------- -----------------
Cash and cash equivalents at end of period $ 228,651 $ 234,759
================= =================
Supplemental disclosure of cash flow information:
Income taxes paid $ 100 $ 1,133
Interest paid $ 53,295 $ 61,573
See notes to the consolidated financial statements.
4
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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 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, 2006 are not necessarily indicative of the results that can be
expected for the year ending December 31, 2006.
The balance sheet as of December 31, 2005 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,
2005 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, 2005.
Intercompany transactions have been eliminated in consolidation.
Certain reclassifications have been made to prior period financial
statements to conform to the current year presentation.
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6
CVD EQUIPMENT CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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, 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.
NOTE 3: UNCOMPLETED CONTRACTS
Costs, estimated earnings and billings on uncompleted contracts are
summarized as follows:
March 31, 2006 December 31, 2005
----------------- -----------------
Costs incurred on uncompleted contracts $ 1,188,713 $ 961,735
Estimated earnings 1,098,899 901,390
2,287,612 1,863,125
Billings to date (1,240,526) (1,268,058)
$ 1,047,086 $ 595,067
Included in accompanying balance sheets
Under the following captions:
Costs and estimated earnings in excess
of billings on uncompleted contracts $ 1,047,086 $ 595,067
Billings in excess of costs and estimate
earnings on uncompleted contracts 0 0
----------------- -----------------
$ 1,047,086 $ 595,067
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7
CVD EQUIPMENT CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4: INVENTORY
Inventories consist of the following:
March 31, 2006 December 31, 2005
----------------- -----------------
Raw materials $ 925,263 $ 849,355
Work-in-process 1,092,681 854,115
Finished goods 354,267 363,785
----------------- -----------------
$2,372,211 $ 2,067,255
----------------- -----------------
NOTE 5: BAD DEBTS
Accounts receivables are presented net of an allowance for doubtful
accounts of $8,597 as of March 31, 2006 and December 31, 2005. 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, 2006 December 31, 2005
----------------- -----------------
$ 485,000 $ 100,000
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, 2006. Interest
is payable on any unpaid principal balance at the bank's prime rate plus
3/4 of 1%. The prime rate was 7.75% and 7.25% and the amount outstanding
on the facility was $485,000 and $100,000 on March 31, 2006 and December
31, 2005 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. 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, 2006,
there was approximately $90,000 outstanding on this facility. Borrowings
are collateralized by the equipment purchased.
7
8
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.
Prior to January 1, 2006 the Company recognized the cost of employee
services received in exchange for equity instruments in accordance with
Accounting Principles Board Opinion No. 25 "Accounting for Stock Issued
Employees" (APB 25). APB 25 required the use of the intrinsic value
method, which measures compensation cost as the excess, if any, of the
quoted market price of the stock over the amount the employee must pay
for the stock. Compensation expense was measured under APB 25 on the
date the shares were granted. Under APB 25, no compensation expense was
recognized for stock options.
During the three months ended March 31, 2006 the Company recorded into
selling and general administrative expense approximately $53,000 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
During the three months ended March 31, 2005 had the cost of employee
services received in exchange for equity instruments been recognized
based on the grant-date fair value of those instruments in accordance
with the provisions of SFAS No. 123-R, the Company's net income and
earnings per share would have been impacted as shown in the following
table.
8
9
CVD EQUIPMENT CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three months ended March 31, 2005
Net income, as reported $ 1,093
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 (3,233)
Pro forma net (loss) $ (2,140)
Earnings (loss) per share:
Basic-as reported $ 0.00
Basic-pro forma $ 0.00
Diluted-as reported $ 0.00
Diluted-pro forma $ 0.00
The historical pro-forma impact of applying the fair value method
prescribed by SFAS No. 123-R is not representative of the impact that
may be expected in the future due to changes resulting from additional
grants in future years and changes in assumptions such as volatility,
interest rates and expected life used to estimate fair value of the
grants in future years.
9
10
CVD EQUIPMENT CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 8: INCOME TAXES
The provision (benefit) for income taxes includes the following:
Three Months Ended
March 31, 2006
-------------------
Current:
Federal $ 1,650
State 267
Total Current Provision 1,917
Deferred:
Federal 51,921
State 7,077
Total Deferred (Benefit) 58,998
$ 60,915
All of the Company's federal net operating loss carry forwards of
approximately $44,000 have been utilized and $36,000 of the Company's
$179,000 state net operating loss carry forwards have been utilized
through March 31, 2006. For the three months ended March 31, 2006, the
Company recorded a current income tax expense of approximately $2,000,
which related to various federal, state and local taxes. The current
income tax provision was reduced by approximately $80,000 as a result of
the use of available net operating losses.
10
11
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, 2006 was $3,211,473
compared to $2,398,070 for the three month period ended March 31, 2005,
an increase of 33.9%. The increased demand for customized CVD systems
along with the demand for equipment provided by the First Nano product
line are the primary reasons for this increase. . The Company generated
a gross profit of approximately $1,070,000 for a gross profit margin of
33.3% for the three months ended March 31, 2006 compared to a gross
profit of approximately $771,000 for a gross profit margin of 32.2% for
the three months ended March 31, 2005.
Selling and shipping expenses for the three months ended March 31, 2006
and 2005 were $196,869 and $170,116 respectively, representing a 15.7%
increase. The increase is a result of those costs associated with the
increased revenues as well as the costs of trade shows attended by the
Company.
11
12
The Company incurred approximately $718,000 of general and
administrative expenses during the quarter ended March 31, 2006,
representing an increase of 35.2% or approximately $187,000 compared to
the approximately $531,000 of general and administrative expenses
incurred in the quarter ended March 31, 2005. This increase is a result
of a combination of increased personnel as well as various increases in
employee benefit costs, insurance, professional fees and energy costs.
Additionally, as a result of the Company adopting the provisions of SFAS
No. 123-R "Share-Based Payment" approximately $54,000 of stock
compensation costs were recognized in the current quarter which were not
recognized last year.
Interest expense for the three months ended March 31, 2006 decreased by
9.4% to $56,647 compared to $62,543 during the three months ended March
31, 2005. This is a result of reduced levels of borrowing by the Company
during the current three month period.
Other income during the quarter ended March 31, 2006 was approximately
$75,000 compared to approximately $4,000 for the corresponding period
one year ago. This increase is the result of the Company receiving
$70,000 for equipment sold to a former customer that filed a voluntary
petition for relief under Chapter 11, in the United States Bankruptcy
Court in February 2004. The Company had previously written off all
accounts receivables from this customer.
For the three months ended March 31, 2006, the Company recorded income
tax expense of approximately $61,000 which related to various federal,
state and local taxes. The current income tax provision was reduced by
approximately $80,000 as a result of the use of available net operating
losses..
As a result of the foregoing factors, for the three months ended March
31, 2006, the Company earned approximately $113,000 compared to earnings
of approximately $1,000 for the same period, one year ago. The increase
in earnings is primarily attributable to both the increase in revenues
during the current period and the relative cost reductions achieved in
manufacturing.
Liquidity and Capital Resources
As of March 31, 2006, the Company had an aggregate working capital of
approximately $3,320,000 compared to $3,123,000 at December 31, 2005 an
increase of $197,000. This increase was primarily a result of adding
back depreciation and amortization to our net income.
Accounts receivable as of March 31, 2006 was $2,007,222 compared to
$1,893,665 as of December 31, 2005. This increase is attributable to the
timing of shipments and customer payments.
As of March 31, 2006 the Company's backlog was approximately $2,786,000,
an increase of $138,000 or 5.2% compared to $2,648,000 at December 31,
2005. 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.
12
13
The Company has an equipment line of credit of $250,000 with a 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 1/4%. As of March 31, 2006,
there was approximately $90,000 outstanding on this facility. Borrowings
are collateralized by the equipment purchased.
The Company has a revolving line of credit with that same bank
permitting it to borrow on a revolving basis amounts up to $1,250,000
until June 1, 2006 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, 2006, $485,000 was outstanding 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.
13
14
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, 2006 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.
14
15
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
15
16
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 15th day of May 2006.
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)
16
17
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
17
18
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 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 registrant's 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 15, 2006
/s/ Leonard A. Rosenbaum
------------------------------
President, Chief Executive
Officer and Director
18
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 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 registrant's 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 15, 2006
/s/ Glen R. Charles
-------------------------
Chief Financial Officer
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Exhibit 32.1
Certification of Principal Executive Officer
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, 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, 2006 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 15, 2006 /s/ Leonard A. Rosenbaum Leonard A. Rosenbaum
Chief Executive Officer (Principal Executive Officer)
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21
Exhibit 32.2
Certification of Principal Financial Officer
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 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, 2006 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 15, 2006 /s/ Glen R. Charles Glen R. Charles Chief Financial
Officer (Principal Financial Officer)
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