UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the quarterly period ended Commission File Number 1-16525
March 31, 2004
CVD EQUIPMENT CORPORATION
(Exact name of registrant as specified in its charter)
New York 11-2621692
(State or other jurisdiction I.R.S. Employer
of incorporation or organization) Identification No.)
1860 Smithtown Avenue
Ronkonkoma, New York 11779
(Address of principal executive office)
Registrant's telephone number, including area code (631) 981-7081
Indicated by check mark whether the Registrant (1) has filed all
reports to be filed by Section 13 or 15(d) of the Securities and
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the Registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.
Yes X No
Indicate by check mark whether registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes No X
As of May 10, 2004 3,039,100 shares of the issuer's common stock, par
value $.01, were outstanding.
CVD EQUIPMENT CORPORATION AND SUBSIDIARY
Index
Part I - Financial Information
Item 1 - Financial Statements (unaudited)
Consolidated Balance Sheets at March 31, 2004 (Unaudited)
and December 31, 2003 ....................................... 2
Comparative Consolidated Statements of Operations (Unaudited)
for the three months ended March 31, 2004 and 2003 ......... 3
Comparative Consolidated Statements of Cash Flows (Unaudited)
for the three months ended March 31, 2004 and 2003 ......... 4
Notes to Unaudited Consolidated Financial Statements ....... 5
Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations ........................ 10
Item 3 - Controls and Procedures ........................... 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
2
PART 1 - FINANCIAL INFORMATION
Item 1 - Financial Statements
CVD EQUIPMENT CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
March 31, 2004
(Unaudited) December 31, 2003
----------------- -----------------
ASSETS
Current Assets:
Cash and cash equivalents $ 192,508 $ 321,490
Accounts receivable, net 1,514,004 1,819,744
Cost in excess of billings on uncompleted contracts 757,667 575,734
Inventories 1,579,845 1,425,851
Other current assets 117,240 74,247
----------------- -----------------
Total current assets 4,161,264 4,217,066
Property, plant and equipment, net 5,338,651 5,400,032
Deferred income taxes 440,362 440,362
Other assets 145,428 144,458
Intangible assets, net 111,486 122,977
----------------- -----------------
$ 10,197,191 $ 10,324,895
================= =================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Current maturities of long-term debt $ 191,493 $ 177,381
Short-term notes payable 75,000 -
Accounts payable 639,698 520,525
Accrued expenses 477,835 488,011
Billings in excess of costs on uncompleted contracts - 174,068
----------------- -----------------
Total current liabilities 1,384,026 1,359,985
Long-term debt, net of current portion 3,276,255 3,336,400
----------------- -----------------
Total liabilities 4,660,281 4,696,385
----------------- -----------------
Commitments and contingencies - -
Stockholders' Equity
Common stock, par value $.01 per share, authorized10,000,000 shares;
issued and outstanding, 3,039,100 shares 30,391 30,391
Additional paid-in capital 2,902,149 2,902,149
Retained earnings 2,604,370 2,695,970
----------------- -----------------
5,536,910 5,628,510
----------------- -----------------
$ 10,197,191 $ 10,324,895
================= =================
See notes to the consolidated financial statements.
2
3
CVD EQUIPMENT CORPORATION AND SUBSIDIARY
Consolidated Statements of Operations
(Unaudited)
THREE MONTHS ENDED
MARCH 31
2004 2003
----------------- -----------------
Revenue:
Revenue on completed contracts $ 1,835,934 $ 2,530,781
Revenue on uncompleted contracts 356,001 1,096,356
----------------- -----------------
2,191,935 3,627,137
----------------- -----------------
Costs of Revenue
Cost on completed contracts 1,350,487 2,130,790
Cost on uncompleted contracts 251,578 523,495
----------------- -----------------
1,602,065 2,654,285
----------------- -----------------
Gross profit 589,870 972,852
----------------- -----------------
Operating expenses
Selling and shipping 144,978 353,993
General and administrative 481,432 580,498
----------------- -----------------
Total operating expenses 626,410 934,491
Operating (loss) income (36,540) 38,361
----------------- -----------------
Other income (expense)
Interest income 109 124
Interest expense (56,867) (62,969)
Other income 2,015 67,976
----------------- -----------------
Total other (expense) income (54,743) 5,131
(Loss) income before income taxes (91,283) 43,492
Income tax provision (320) (15,170)
----------------- -----------------
Net (loss) income $ (91,603) $ 28,322
================= =================
Basic (loss) income per common share $ (0.03) $ 0.01
================= =================
Diluted (loss) income per common share $ (0.03) $ 0.01
================= =================
Weighted average common shares outstanding
basic (loss) income per share 3,039,100 3,039,100
Effect of potential common share issuance:
Stock options - 11,128
----------------- -----------------
Weighted average common shares outstanding
diluted (loss) income per share 3,039,100 3,050,228
================= =================
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
2004 2003
----------------- -----------------
Cash flows from operating activities
Net (loss) income $ (91,603) $ 28,322
Adjustments to reconcile net (loss) income to net cash (used in)
provided by operating activities:
Depreciation and amortization 84,216 90,221
Bad debt provision 3,711 (3,311)
Changes in operating assets and liabilities:
Accounts receivable 302,029 (644,588)
Cost in excess of billings on uncompleted contracts (181,933) (164,260)
Inventory (153,994) 383,266
Other current assets (42,993) (38,599)
Other assets (970) (24,095)
Accounts payable 119,173 439,516
Accrued expenses (10,173) 160,537
Billing in excess of costs on uncompleted contracts (174,068) (146,387)
----------------- -----------------
Net cash (used in) provided by operating activities (146,605) 80,622
----------------- -----------------
Cash flows from investing activities:
Capital expenditures (11,344) (39,200)
----------------- -----------------
Net cash used in investing activities (11,344) (39,200)
----------------- -----------------
Cash flows from financing activities:
Proceeds from short-term borrowings 250,000 50,000
Payments of short-term borrowings (175,000) -
Payments of long-term debt (46,033) (43,251)
----------------- -----------------
Net cash provided by financing activities 28,967 6,749
----------------- -----------------
Net (decrease) increase in cash and cash equivalents (128,982) 48,171
Cash and cash equivalents at beginning of period 321,490 323,537
----------------- -----------------
Cash and cash equivalents at end of period $ 192,508 $ 371,708
================= =================
See notes to the consolidated financial statements
4
5
CVD EQUIPMENT CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1: BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in
accordance with accounting principles generally accepted in the United
States of America for interim financial information and with the
instructions to Form 10-QSB and Item 310(b) of Regulation S-B.
Accordingly, they do not include all of the information and footnotes
required by accounting principles generally accepted in the United
States of America for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included and
all such adjustments are of a normal recurring nature. The operating
results for the three months ended March 31, 2004 are not necessarily
indicative of the results that can be expected for the year ending
December 31, 2004.
The balance sheet as of December 31, 2003 has been derived from the
audited financial statements at such date, but does not include all of
the information and footnotes required by accounting principles
generally accepted in the United States of America for complete
financial statements.
For further information, please refer to the consolidated financial
statements and footnotes thereto included in the Company's Annual
Report of Form 10-KSB for the year ended December 31, 2003.
Recently Issued Accounting Standards
In January 2003, the FASB issued FASB Interpretation No. 46,
Consolidation of Variable Interest Entities ("FIN 46"). FIN 46
clarifies the application of Accounting Research Bulletin No. 51,
Consolidated Financial Statements, to certain entities in which equity
investors do not have the characteristics of a controlling financial
interest or do not have sufficient equity at risk for the entity to
finance its activities without additional subordinated financial
support from other parties. The Company is required to adopt the
provision of FIN 46 for variable interest entities created after
January 31, 2003. The adoption of FIN 46 is not expected to have a
material impact on the Company's consolidated financial statements.
6
CVD EQUIPMENT CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: BASIS OF PRESENTATION (continued)
Recently Issued Accounting Standards (continued)
In April 2003, the FASB issued Statement No. 149 (SFAS No. 149),
"Amendment of Statement No. 133 on Derivative Instruments and Hedging
Activities." SFAS No. 149 amends and clarifies accounting for
derivative instruments, including certain derivative instruments
embedded in other contracts, and for hedging activities under SFAS No.
133, and is effective for contracts entered into or modified after
June 30, 2003. The adoption of SFAS No. 149 is not expected to have a
material impact on the Company's consolidated financial statements.
In May 2003, the FASB issued Statement No. 150 (SFAS No. 150)
"Accounting for Certain Financial Instruments with Characteristics of
Both Liabilities and Equity." SFAS No. 150 established standards for
how an issuer classifies and measures certain financial instruments
with characteristics of both liabilities and equity. This statement
requires that an issuer classify a financial instrument that is within
its scope as a liability (or an asset in some circumstances). Many of
those instruments were previously classified as equity. SFAS No. 150
is effective for financial statements entered into or modified after
May 31, 2003 and otherwise is effective at the beginning of the first
interim period beginning after June 15, 2003. The adoption of SFAS No.
150 is not expected to have a material impact on the Company's
consolidated financial statements.
In December 2003, the FASB amended Statement No. 132 (SFAS No. 132)
"Employers' Disclosures about Pensions and Other Postretirement
Benefits", and amendment of FASB Statements No. 87, 88 and 106. SFAS
132 improves financial statement disclosure for defined benefit plans
and requires that companies provide more details about their plan
assets, benefit obligations, cash flows, benefit costs and other
relevant information. SFAS No. 132 is effective for fiscal years
ending after December 15, 2003, and for quarters beginning after
December 15, 2003. The adoption of SFAS No. 132 is not expected to
have a material impact on the Company's consolidated financial
statements.
NOTE 2: REVENUE RECOGNITION
The Company recognizes revenues and income using the percentage-of-
completion method for complex major products while revenues from other
products are recorded when such products are accepted and shipped.
Profits on contracts for complex major products are recorded on the
basis of the Company's estimates of the percentage-of-completion of
individual contracts, commencing when progress reaches a point where
experience is sufficient to estimate final
7
CVD EQUIPMENT CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2: REVENUE RECOGNITION (continued)
results with reasonable accuracy. Under this method, revenues are
recognized based on costs incurred to date compared with total
estimated costs.
The asset, "Costs and estimated earnings in excess of billings on
uncompleted contracts," represents revenues recognized in excess of
amounts billed.
The liability, "Billings in excess of costs on uncompleted contracts"
represents amounts billed in excess of revenues earned.
NOTE 3: UNCOMPLETED CONTRACTS
Costs, estimated earnings and billings on uncompleted contracts are
summarized as follows:
March 31, 2004 December 31, 2003
---------------- -----------------
Costs incurred on uncompleted contracts $ 251,578 $ 303,772
Estimated earnings 1,360,089 951,894
---------------- -----------------
1,611,667 1,255,666
Billings to date (854,000) (854,000)
---------------- -----------------
$ 757,667 $ 401,666
---------------- -----------------
Included in accompanying balance sheets
Under the following captions:
Costs and estimated earnings in excess
of billings on uncompleted contracts $ 757,667 $ 575,734
Billings in excess of costs and estimate
earnings on uncompleted contracts 0 (174,068)
---------------- -----------------
$ 757,667 $ 401,666
---------------- -----------------
8
CVD EQUIPMENT CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4: INVENTORY
Inventories consist of the following:
March 31, 2004 December 31, 2003
---------------- -----------------
Raw materials $ 957,796 $ 777,893
Work-in-process 214,761 108,350
Finished goods 407,288 539,608
---------------- -----------------
$ 1,579,845 $ 1,425,851
---------------- -----------------
NOTE 5: BAD DEBTS
The Company records an allowance for uncollectible amounts based on a
review of the collectibility of its accounts receivable. Management
determines the adequacy of this allowance by analyzing historical bad
debts, continually evaluating individual customer's receivables and
considering the customer's financial condition and current economic
conditions. If the financial condition of the customers were to
deteriorate, resulting in an impairment of their ability to make
payments, additional allowances could be required.
NOTE 6: SHORT TERM BORROWINGS
March 31, 2004 December 31, 2003
---------------- -----------------
$ 75,000 $ 0
The Company has a line of credit with a bank permitting the Company to
borrow up to $1,000,000 which will be subject to renewal on June 1,
2004. Interest is payable on any unpaid principal balance at the
bank's prime rate plus 3/4 of 1%. Borrowings are collateralized by the
Company's assets
NOTE 7: OTHER INCOME
Other income for the quarter ended March 31, 2003 consists primarily
of cash received on the collection of accounts receivable exceeding
the amount booked as part of the purchase of assets of Conceptronic's
Inc. Surface Mount Technology (SMT) business.
9
CVD EQUIPMENT CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 8: STOCK OPTION PLANS
The Company accounts for the stock option plans under the recognition
and measurement principles of APB Opinion No. 25, Accounting for Stock
Issued to Employees, and related interpretations. The following table
illustrates the effect on net income and earnings per share if the
Company had applied the fair value recognition provisions of FASB
Statement No. 123, accounting for Stock-based Compensation, to stock-
based employee compensation.
THREE MONTHS ENDED
MARCH 31
2004 2003
----------------- -----------------
Net (loss) income, as reported $ (91,603) $ 28,322
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 (18,724) (14,594)
----------------- -----------------
Pro forma net income (loss) $ (110,327) $ 13,728
----------------- -----------------
(Loss) earnings per share:
Basic-as reported $ (0.03) $ 0.01
----------------- -----------------
Basic-pro forma $ (0.04) $ -
----------------- -----------------
Diluted-as reported $ (0.03) $ 0.01
----------------- -----------------
Diluted-pro forma $ (0.04) $ -
----------------- -----------------
10
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, 2004 was $2,191,935 compared to
$3,627,137 for the period ended March 31, 2003, a decrease of 39.6%.
The Company's relocation of its corporate headquarters during the
quarter ended December 31, 2002 resulted in a slowdown in
productivity. Products that would have been completed and shipped
prior to December 31, 2002 were completed and shipped during the
quarter ended March 31, 2003 resulting in higher revenues for that
period. Additionally, the overall softness in today's economy, has
caused existing and potential customers to either reduce or delay
their capital expenditures which has negatively impacted our primary
source of revenue, the manufacture of CVD equipment gas and chemical
delivery systems.
The cost of revenue decreased to $1,602,065 in the period ended March
31, 2004, a decrease of approximately $1,052,000 or 39.6% compared to
the period ended March 31, 2003. This was a result of the decrease in
the revenue generated by the Company in the current period, as well as
11
the cost reductions made during the period. These reductions enabled
the gross profit margin to remain relatively stable at approximately
27% compared to the same period one year ago, despite carrying fixed
costs that can support a higher level of sales volume.
Selling and shipping expenses decreased by approximately $209,000 or
59.0% in the quarter ended March 31, 2004 compared to the quarter
ended March 31, 2003. Although, this decrease is partially
attributable to the overall reduction in sales for the quarter, it is
also a result of the Company's continued efforts to restructure the
sales department by using distributors to sell the products and
reducing the sales force.
The Company incurred approximately $481,000 of general and
administrative expenses during the quarter ended March 31, 2004, a
decrease of 17.1% or $99,000 compared to the $580,000 of general and
administrative expenses incurred in the quarter ended March 31, 2003.
This decrease is a result of additional reductions in staff associated
with the assimilation of the Conceptronic division that was acquired
during the quarter ended September 30, 2002 as well as the elimination
of additional rent expense associated with the Company's former
headquarters.
Interest expense decreased to approximately $57,000 in the quarter
ended March 31, 2004 from approximately $63,000 in the quarter ended
March 31, 2003, a reduction of 9.7% as a result of reduced borrowing
by the Company on its short-term revolving credit line.
Other income decreased by approximately $66,000 in the quarter ended
March 31, 2004 compared to the period ended March 31, 2003. The
Company, in the current quarter, did not collect any additional
accounts receivable in excess of the $369,000 recorded as part of the
purchase of the assets of Conceptronics' Inc. Surface Mount Technology
(SMT) business as it did in the quarter ended March 31, 2003 when the
Company collected approximately $64,000.
Liquidity and Capital Resources
As of March 31, 2004, the Company had an aggregate working capital of
approximately $2,777,000 compared to an aggregate working capital of
$2,857,000 at December 31, 2003 and had available cash and cash
equivalents of $192,508 compared to $321,490 at December 31, 2003. The
decrease in cash is attributable to the daily operating activities.
Accounts receivable as of March 31, 2004 was $1,514,004 compared to
$1,819,744 as of December 31, 2003. This decrease is attributable to
timing of customer payments and reduced billings.
As of March 31, 2004 the Company's backlog increased to approximately
$2,230,000 from the approximately $1,738,000 at December 31, 2003.
During the latter part of the quarter ended March 31, 2004, the
Company had completed some of the enhancements to the Conceptronic
product line and thus began increasing its marketing efforts in that
area. This has contributed to
12
the increased backlog as of March 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 facility with a bank permitting it to
borrow up to $1,000,000 which will be subject to renewal on June 1,
2004. Interest is payable on any unpaid principal balance at the
bank's prime rate plus 3/4 of 1%. As of March 31, 2004, $75,000 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.
Item 3. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Based on their evaluation as of a date within 90 days of the filing of
this Form 10-QSB, our management, with the participation of our Chief
Executive Officer and Chief Financial Officer, conducted an evaluation
of the effectiveness of the design and operation of our disclosure
controls and procedures, as required by Exchange Act Rule 13a-15.
Based upon that evaluation, the Chief Executive Officer and Chief
Financial Officer have concluded that our disclosure controls and
procedures were effective to insure that information required to be
disclosed by us in reports that we file or submit under the Exchange
Act is recorded, processed, summarized and reported within the time
periods specified by the SEC's rules and forms.
Changes in Internal Controls
There were no significant changes in the Company's internal controls
over financial reporting that occurred during the quarter ended March
31, 2004 that have materially affected, or are reasonably likely to
materially affect, the internal controls over financial reporting.
Limitations on the Effectiveness of Controls
We believe that a control system, no matter how well designed and
operated, cannot provide absolute assurance that the objectives of the
control systems are met, and no evaluation of controls can provide
absolute assurance that all control issues and instances of fraud, if
any, within a company have been detected.
13
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
14
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
2004.
CVD EQUIPMENT CORPORATION
By: /s/ Leonard A. Rosenbaum
Leonard A. Rosenbaum
Chief Executive Officer
(Principal Executive Officer)
By: /s/ Glen R. Charles
Glen R. Charles
Chief Financial Officer
(Principal Financial and
Accounting Officer)
15
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
16
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 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-14 and 15d-14) for the registrant
and have:
a. Designed such disclosure controls and procedures 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 as of a date within 90 days prior to the
filing date of this report (the "Evaluation Date"); and
c. Presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date.
5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and to the
audit committee of the registrants' board of directors (or persons
performing the equivalent functions):
a. All significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weakness in internal controls; 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.
6. The registrant's other certifying officer and I have indicated in this
report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Dated: May 14, 2004
/s/ Leonard A. Rosenbaum
----------------------------------------
President, Chief Executive Officer and Director
17
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 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-14 and 15d-14) for the registrant
and have:
a. Designed such disclosure controls and procedures 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 as of a date within 90 days prior to the
filing date of this report (the "Evaluation Date"); and
c. Presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date.
5. The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and to the
audit committee of the registrants' board of directors (or persons
performing the equivalent functions):
a. All significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weakness in internal controls; 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.
6. The registrant's other certifying officer and I have indicated in this
report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Dated: May 14, 2004
/s/ Glen R. Charles
----------------------------------------
Chief Financial Officer
18
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 certifies, to my knowledge, that the
quarterly report on Form 10-QSB for the period ending March 31, 2004
of CVD Equipment Corporation (the "Form 10-QSB") fully complies with
the requirements of Section 13 (a) or 15 (d) of the Securities
Exchange Act of 1934 and the information contained in the Form 10-QSB
fairly presents, in all material respects, the financial condition and
results of operations of CVD Equipment Corporation.
Dated: May 14, 2004 /s/ Leonard A. Rosenbaum
Leonard A. Rosenbaum
Chief Executive Officer
(Principal Executive Officer)
19
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 certifies, to my knowledge, that the quarterly
report on Form 10-QSB for the period ending March 31, 2004 of CVD
Equipment Corporation (the "Form 10-QSB") fully complies with the
requirements of Section 13 (a) or 15 (d) of the Securities Exchange
Act of 1934 and the information contained in the Form 10-QSB fairly
presents, in all material respects, the financial condition and
results of operations of CVD Equipment Corporation.
Dated: May 14, 2004 /s/ Glen R. Charles
Glen R. Charles
Chief Financial Officer
(Principal Financial Officer)