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, 2005
[ ] 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 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: 3,119,800
shares of Common Stock, $0.01 par value at May 12, 2005.
________________________________________________________________
CVD EQUIPMENT CORPORATION AND SUBSIDIARY
Index
Part I - Financial Information
Item 1 - Financial Statements (unaudited)
Consolidated Balance Sheets at March 31, 2005 (Unaudited)
and December 31, 2004 ................................... 2
Comparative Consolidated Statements of Operations (Unaudited)
for the three months ended March 31, 2005 and 2004 ..... 3
Comparative Consolidated Statements of Cash Flows (Unaudited)
for the three months ended March 31, 2005 and 2004 ..... 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 ........................ 11
Part II - Other Information .................................. 12
Item 1 - Legal Proceedings .............................. 12
Item 2 - Changes in Securities and Use of Proceeds ...... 12
Item 3 - Defaults Upon Senior Securities ................ 12
Item 4 - Submission of Matters to a Vote of Security
Holders ........................................ 12
Item 5 - Other Information .............................. 12
Item 6 - Exhibits and Reports Filed on Form 8-K ......... 12
Signatures ................................................... 13
Exhibit Index ................................................ 14
Certification of Chief Executive Officer ..................... 15
Certification of Chief Financial Officer ..................... 16
Certification of Chief Executive Officer pursuant to
U.S.C. Section 1350 ..................................... 17
Certification of Chief Financial Officer pursuant to
U.S.C. Section 1350 .................................... 18
PART 1 - FINANCIAL INFORMATION
Item 1 - Financial Statements
CVD EQUIPMENT CORPORATION AND SUBSIDIARY
Consolidated Balance Sheets
March 31, 2005
(Unaudited) December 31, 2004
---------------- -----------------
ASSETS
Current Assets:
Cash and cash equivalents $ 234,759 $ 171,463
Accounts receivable, net 1,990,403 2,375,257
Cost in excess of billings on uncompleted contracts 378,096 1,110,362
Inventories 2,086,417 1,823,453
Other current assets 126,428 110,743
---------------- -----------------
Total current assets 4,816,103 5,591,278
Property, plant and equipment, net 5,084,688 5,153,017
Deferred income taxes 300,743 300,743
Other assets 449,658 398,587
Intangible assets, net 106,204 109,558
---------------- -----------------
$10,757,396 $11,553,183
================ =================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current maturities of long-term debt $ 216,577 $ 213,394
Short-term notes payable 575,000 850,000
Accounts payable 663,625 725,706
Accrued expenses 430,393 584,443
Accrued professional fees - related party 10,000 41,626
Customer deposits - 298,152
Deferred revenue 76,200 -
---------------- -----------------
Total current liabilities 1,971,795 2,713,321
Long-term debt, net of current portion 3,085,274 3,140,628
---------------- -----------------
Total liabilities 5,057,069 5,853,949
---------------- -----------------
Commitments and contingencies - -
Stockholders' Equity
Common stock, par value $.01 per share, authorized
10,000,000 shares; issued and outstanding, 3,039,100 shares 30,391 30,391
Additional paid-in capital 2,902,149 2,902,149
Retained earnings 2,767,787 2,766,694
---------------- -----------------
5,700,327 5,699,234
---------------- -----------------
$10,757,396 $11,553,183
================ =================
See notes to the consolidated financial statements.
2
CVD EQUIPMENT CORPORATION AND SUBSIDIARY
Consolidated Statements of Operations
(Unaudited)
Three Months Ended
March 31,
2005 2004
---------------- -----------------
Revenue:
Revenue on completed contracts $ 1,746,500 $ 1,835,934
Revenue on uncompleted contracts 651,570 356,001
---------------- -----------------
2,398,070 2,191,935
---------------- -----------------
Costs of Revenue
Cost on completed contracts 1,293,548 1,350,487
Cost on uncompleted contracts 333,179 251,578
---------------- -----------------
1,626,727 1,602,065
---------------- -----------------
Gross profit 771,343 589,870
---------------- -----------------
Operating expenses
Selling and shipping 170,116 144,978
General and administrative 531,264 468,932
Related party - professional fees 10,000 12,500
---------------- -----------------
Total operating expenses 711,380 626,410
Operating income (loss) 59,963 (36,540)
---------------- -----------------
Other income (expense)
Interest income 626 109
Interest expense (62,543) (56,867)
Other income 4,180 2,015
---------------- -----------------
Total other (expense) income (57,737) (54,743)
Income (loss) before income taxes 2,226 (91,283)
Income tax provision (1,133) (320)
---------------- -----------------
Net income (loss) $ 1,093 $ (91,603)
================ =================
Basic income (loss) per common share $ - $ (0.03)
================ =================
Diluted income (loss) per common share $ - $ (0.03)
================ =================
Weighted average common shares outstanding
basic income (loss) per share 3,039,100 3,039,100
Effect of potential common share issuance:
Stock options 9,715 0
---------------- -----------------
Weighted average common shares outstanding
diluted income (loss) per share 3,048,815 3,039,100
================ =================
See notes to the consolidated financial statements
3
CVD EQUIPMENT CORPORATION AND SUBSIDIARY
Consolidated Statements of Cash Flows
(Unaudited)
Three Months Ended
March 31,
2005 2004
---------------- -----------------
Cash flows from operating activities
Net income (loss) $ 1,093 $ (91,603)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization 88,759 84,216
Bad debt provision (626) 3,711
Changes in operating assets and liabilities:
Accounts receivable 385,480 302,029
Cost in excess of billings on uncompleted contracts 732,266 (181,933)
Inventory (262,964) (153,994)
Other current assets (15,685) (42,993)
Other assets (63,544) (970)
Accounts payable (62,081) 119,173
Accrued expenses (185,676) (10,173)
Deferred revenue 76,200 -
Customer deposits (298,152) -
Billing in excess of costs on uncompleted contracts - (174,068)
---------------- -----------------
Net cash provided by (used in) operating activities 395,070 (146,605)
---------------- -----------------
Cash flows from investing activities:
Capital expenditures (4,604) (11,344)
---------------- -----------------
Net cash used in investing activities (4,604) (11,344)
---------------- -----------------
Cash flows from financing activities:
Proceeds from short-term borrowings 150,000 250,000
Payments of short-term borrowings (425,000) (175,000)
Payments of long-term debt (52,170) (46,033)
---------------- -----------------
Net cash (used in) provided by financing activities (327,170) 28,967
---------------- -----------------
Net increase (decrease) in cash and cash equivalents 63,296 (128,982)
Cash and cash equivalents at beginning of period 171,463 321,490
---------------- -----------------
Cash and cash equivalents at end of period $ 234,759 $ 192,508
================ =================
Supplemental disclosure of cash flow information::
Income taxes paid $ 1,133 $ 320
Interest paid $ 61,573 $ 53,892
See notes to 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,
2005 are not necessarily indicative of the results that can be expected for
the year ending December 31, 2005.
The balance sheet as of December 31, 2004 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, 2004 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, 2004.
Intercompany transactions have been eliminated in consolidation.
Certain reclassifications have been made to prior period financial statements
to conform to the current year presentation.
5
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, 2005 December 31, 2004
-------------- -----------------
Costs incurred on uncompleted contracts $ 333,179 $ 1,142,057
Estimated earnings 318,391 1,084,166
651,570 2,226,223
Billings to date (273,474) (1,115,861)
$ 378,096 $ 1,110,362
-------------- -----------------
Included in accompanying balance sheets
Under the following captions:
Costs and estimated earnings in excess
of billings on uncompleted contracts $ 378,096 $ 1,110,362
Billings in excess of costs and estimate
earnings on uncompleted contracts 0 0
-------------- -----------------
$ 378,096 $ 1,110,362
-------------- -----------------
6
CVD EQUIPMENT CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4: INVENTORY
Inventories consist of the following:
March 31, 2005 December 31, 2004
-------------- -----------------
Raw materials $ 590,351 $ 628,934
Work-in-process 987,872 686,325
Finished goods 508,194 508,194
-------------- -----------------
$ 2,086,417 $ 1,823,453
-------------- -----------------
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
March 31, 2005 December 31, 2004
-------------- -----------------
$ 575,000 $ 850,000
The Company has a line of credit with a bank which allows the Company to
borrow up to $1,000,000 until June 1, 2005. Interest is payable on any
unpaid principal balance at the bank's prime rate plus 3/4 of 1%. The prime
rate was 5.75% and 5.25% and the amount outstanding on the facility was
$575,000 and $850,000 on March 31, 2005 and December 31, 2004 respectively.
Borrowings are collateralized by the Company's assets
NOTE 7: 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.
7
CVD EQUIPMENT CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 7: STOCK OPTION PLANS (continued)
Three months ended March 31
2005 2004
------------ ------------
Net income (loss), as reported $ 1,093 $ (91,603)
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) (18,724)
------------ ------------
Pro forma net (loss) $ ( 2,140) $ (110,327)
------------ ------------
Earnings (loss) per share:
Basic-as reported $ 0.0 $ (0.03)
------------ ------------
Basic-pro forma $ 0.0 $ (0.04)
------------ ------------
Diluted-as reported $ 0.0 $ (0.03)
------------ ------------
Diluted-pro forma $ 0.0 $ (0.04)
------------ ------------
NOTE 8: SUBSEQUENT EVENTS
On May 13, 2005, the Company signed a contract with First Nano, Inc., of
Carpinteria, Ca. to purchase certain assets of their Nanotechnology process
development and equipment business. First Nano develops solutions for single
and multiwall nanotube and nanowire synthesis and manufactures chemical
vapor deposition process equipment suitable for the synthesis of a variety
of carbon nonotubes, one-dimensional nanostructures and nanomaterials.
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 period ended March 31, 2005 was $2,398,070 compared to
$2,191,935 for the period ended March 31, 2004, an increase of 9.4%.
Even though revenues were 9.4% higher, there was only a marginal increase in
the cost of revenue of 1.5% to $1,626,727 during the three months ended
March 31, 2005 as compared to $1,602,065 during the three month period ended
March 31, 2004.This resulted in a gross profit of approximately $771,000 and
a gross profit percentage of 32.2% during the current three month period
compared to a gross profit of approximately $590,000 and a gross profit
percentage of 26.9% during the three month period ended March 31, 2004. This
increase is attributed to two factors: the Company's ability to absorb the
fixed costs incurred due to the increased revenues; and the higher margin
orders that the Company filled during the current period.
9
Selling and shipping expenses increased by approximately $25,000 or 17.3% in
the quarter ended March 31, 2005 compared to the quarter ended March 31,
2004. This increase is a result of the increase in costs associated with
trade shows.
The Company incurred approximately $531,000 of general and administrative
expenses during the quarter ended March 31, 2005, an increase of 13.3% or
approximately $62,000 compared to the $469,000 of general and administrative
expenses incurred in the quarter ended March 31, 2004. This is a result of
increases in employee benefit costs, building and general insurance costs.
Interest expense increased to $62,543 in the quarter ended March 31, 2005
from $56,867 in the quarter ended March 31, 2004, an increase of 10.0% as a
result of increased borrowing by the Company at higher interest rates on its
short-term revolving credit line.
As a result of a 9.4% increase in revenues and 5.3% increase in gross profit
percentage, the Company generated net income of $1,093 for the current three
month period compared to a net loss of $91,603 for the same period a year
ago.
Liquidity and Capital Resources
As of March 31, 2005, the Company had an aggregate working capital of
approximately $2,844,000 compared to $2,878,000 at December 31, 2004 and had
available cash and cash equivalents of $234,759 compared to $171,463 at
December 31, 2004. The net cash provided by operations exceeded the funds
used for investing and financing activities.
Accounts receivable as of March 31, 2005 was $1,990,403 compared to
$2,375,257 as of December 31, 2004. This decrease is attributable to timing
of customer payments and reduced billings.
As of March 31, 2005 the Company's backlog decreased to approximately
$2,023,000 from the approximately $2,430,000 at December 31, 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.
The Company has a line of credit with a bank permitting it to borrow up to
$1,000,000 until June 1, 2005, 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, 2005, $575,000 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.
10
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 quarter ended March 31, 2005
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.
11
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.
12
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 May 2005.
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)
13
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
14
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: May 16, 2005
/s/ Leonard A. Rosenbaum
---------------------------
President, Chief Executive Officer and Director
15
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: May 16, 2005
/s/ Glen R. Charles
----------------------
Chief Financial Officer
16
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, 2005 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 16, 2005 /s/ Leonard A. Rosenbaum
Leonard A. Rosenbaum
Chief Executive Officer
(Principal Executive Officer)
17
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, 2005 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 16, 2005 /s/ Glen R. Charles
Glen R. Charles
Chief Financial Officer
(Principal Financial Officer)
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