cvv20160630_10q.htm

 


 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


Form 10-Q

 

(Mark One)

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

   
For the quarterly period ended June 30, 2016
   

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

 

(Exact Name of Registrant as specified in its charter)

 

 

New York

11-2621692

     
 

(State or Other Jurisdiction of
Incorporation or Organization)

(I.R.S. Employer Identification No.)

 

355 South Technology Drive   

Central Islip, New York

11722

(Address of principal executive offices)

 
(631) 981-7081
(Registrant’s telephone number, including area code)

        

Indicate by check whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities 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 ☑ No☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes ☑ No☐      

 

Indicate by check mark whether registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act).

 

 Large accelerated filer ☐    

 Accelerated filer ☐   

   

 Non-accelerated filer ☐      (Do not check if a smaller reporting company)

 Smaller reporting company ☑  

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

Yes  No

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 6,322,680 shares of Common Stock, $0.01 par value at August 5, 2016.

 


 

 
 

 

 

CVD EQUIPMENT CORPORATION AND SUBSIDIARY

 

Index

 

Part I - Financial Information  
   

Item 1 Financial Statements (Unaudited)

 
   

Consolidated Balance Sheets at June 30, 2016 and December 31, 2015

3

   

Consolidated Statements of Operations for the three and six months ended June 30, 2016 and 2015

4

   

Consolidated Statements of Cash Flows for the six months ended June 30, 2016 and 2015

5

   

Notes to Unaudited Consolidated Financial Statements

6

   

Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations

13

Item 3 Quantitative and Qualitative Disclosures About Market Risk

20

Item 4 Controls and Procedures

20

   

Part II - Other Information

21

   

Item 1 Legal Proceedings.

21

Item 2 Unregistered Sales of Equity Securities and Use of Proceeds.

21

Item 3 Defaults Upon Senior Securities.

21

Item 4 Mine Safety Disclosures.

21

Item 5 Other Information.

21

Item 6 Exhibits.

21

   

Signatures

23

   

Exhibit Index

24

 

 
2

 

 

PART 1 – FINANCIAL INFORMATION

Item 1 – Financial Statements

CVD EQUIPMENT CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets

(Unaudited)

 

   

June 30, 2016

   

December 31, 2015

 

ASSETS

               

Current Assets:

               

Cash and cash equivalents

  $ 14,036,563     $ 13,073,331  

Accounts receivable, net

    7,771,367       3,091,251  

Costs and estimated earnings in excess of billings on contracts in progress

    2,859,587       4,635,018  

Inventories

    3,085,136       2,986,430  

Restricted cash

    --       200,000  

Deferred income taxes – current

    821,863       398,009  

Other current assets

    28,239       167,056  
                 

Total Current Assets

    28,602,755       24,551,095  
                 

Property, plant and equipment, net

    14,398,068       14,793,923  

Construction in progress

    56,946       33,306  
                 

Deferred income taxes – non-current

    1,815,967       1,606,830  
                 

Other assets

    75,175       86,215  
                 

Intangible assets, net

    50,727       60,335  
                 

Total Assets

  $ 44,999,638     $ 41,131,704  
                 

LIABILITIES AND STOCKHOLDERS’ EQUITY

               

Current Liabilities:

               

Accounts payable

  $ 348,263     $ 308,004  

Accrued expenses

    2,746,664       3,445,880  

Current maturities of long-term debt

    370,000       580,000  

Billings in excess of costs and estimated earnings on contracts in progress

    5,192,876       --  

Deferred revenue

    26,790       307,683  

Total Current Liabilities

    8,684,593       4,641,567  
                 

Long-term debt, net of current portion

    3,115,508       3,265,508  

Total Liabilities

    11,800,101       7,907,075  
                 

Commitments and Contingencies

    ----       ----  
                 

Stockholders’ Equity

               

Common stock - $0.01 par value – 10,000,000 shares authorized; issued and outstanding, 6,322,680 at June 30, 2016 and 6,198,135 at December 31, 2015

    63,227       61,981  

Additional paid-in-capital

    23,702,212       22,895,202  

Retained earnings

    9,434,098       10,267,446  

Total Stockholders’ Equity

    33,199,537       33,224,629  
                 

Total Liabilities and Stockholders’ Equity

  $ 44,999,638     $ 41,131,704  

 

 

The accompanying notes are an integral part of these consolidated financial statements

 

 
3

 

 

CVD EQUIPMENT CORPORATION AND SUBSIDIARIES

Consolidated Statements of Operations

(Unaudited)

 

   

Three Months Ended

   

Six Months Ended

 
   

June 30,

   

June 30,

 
   

2016

   

2015

   

2016

   

2015

 
                                 

Revenue

  $ 3,743,782     $ 10,434,153     $ 8,747,215     $ 20,126,597  
                                 

Cost of revenue

    3,249,540       6,277,150       6,719,862       12,209,766  
                                 

Gross profit

    494,242       4,157,003       2,027,353       7,916,831  
                                 

Operating expenses

                               

Research and development

    72,459       257,872       154,334       469,762  

Selling and shipping

    286,884       273,903       544,675       587,720  

General and administrative

    1,744,080       2,108,625       3,470,180       4,135,735  

Gain on settlement

    (628,905 )     --       (628,905 )     --  

Total operating expenses

    1,474,518       2,640,400       3,540,284       5,193,217  
                                 

Operating (loss)/income

    (980,276 )     1,516,603       (1,512,931 )     2,723,614  
                                 

Other income (expense)

                               

Interest income

    6,782       5,732       13,528       11,814  

Interest expense

    (22,462 )     (24,140 )     (42,455 )     (48,865 )

Other income

    --       --       4,448       781  

Total other (expense)

    (15,680 )     (18,408 )     (24,479 )     (36,270 )
                                 

(Loss)/Income before income taxes

    (995,956 )     1,498,195       (1,537,410 )     2,687,344  
                                 

Income tax (benefit)/expense

    (500,372 )     163,282       (704,062 )     684,209  
                                 

Net (loss)/income

  $ (495,584 )   $ 1,334,913     $ (833,348 )   $ 2,003,135  
                                 

Basic income/(loss) per common share

  $ (0.08 )   $ 0.22     $ (0.13 )   $ 0.32  
                                 

Diluted income/(loss) per common share

  $ (0.08 )   $ 0.21     $ (0.13 )   $ 0.32  
                                 

Weighted average common shares

                               

Outstanding-basic

    6,301,983       6,170,075       6,257,563       6,169,201  
                                 

Net effect of potential common share issuance:

                               

Stock options

    --       130,887       --       119,146  
                                 

Weighted average common shares

                               

Outstanding-diluted

    6,301,983       6,300,961       6,257,563       6,288,347  

 

 

The accompanying notes are an integral part of these consolidated financial statements

 

 
4

 

 

CVD EQUIPMENT CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(Unaudited)

 

 

   

Six Months Ended

 
   

June 30,

 
   

2016

   

2015

 

Cash flows from operating activities:

               

Net (loss)/income

  $ (833,348 )   $ 2,003,135  

Adjustments to reconcile net (loss)/income to net cash provided by/(used in) operating activities:

               

Stock-based compensation expense

    346,255       370,673  

Depreciation and amortization

    425,308       444,792  

Deferred tax (benefit)/expense

    (632,991 )     26,920  

Provision for doubtful accounts

    40,012       31,187  

Changes in operating assets and liabilities:

               

Accounts receivable

    (4,720,127 )     (81,170 )

Costs and estimated earnings in excess of billings on contracts in progress

    1,775,431       (830,695 )

Inventories

    (98,706 )     637,177  

Income taxes - current

    --       511,158  

Other current assets

    172,178       94,037  

Increases/(decreases) in operating liabilities:

               

Accounts payable and accrued expenses

    (692,310 )     1,678,912  

Billings in excess of costs and estimated earnings on contracts in progress

    5,192,876       (928,290 )

Accrued loss on litigation settlement

    --       (4,925,000 )

Deferred revenue

    (280,893 )     (309,267 )

Total adjustments

    1,527,033       3,279,566  

Net cash provided by/(used in) operating activities

    693,685       (1,276,431 )
                 

Cash flows from investing activities:

               

Release of restricted cash

    200,000       --  

Capital expenditures

    (34,003 )     (166,846 )

Deposits

    1,550       --  

Net cash provided by/(used in) investing activities

    167,547       (166,846 )
                 

Cash flows from financing activities:

               

Net proceeds from stock options exercised

    462,000       --  

Payments of long-term debt

    (360,000 )     (360,000 )

Net cash provided by/(used in) financing activities

    102,000       (360,000 )
                 

Net increase/(decrease) in cash and cash equivalents

    963,232       (1,803,277 )

Cash and cash equivalents at beginning of period

    13,073,331       11,966,863  
                 

Cash and cash equivalents at end of period

  $ 14,036,563     $ 10,163,586  
                 

Supplemental disclosure of cash flow information:

               

Income taxes paid

  $ 100,000     $ 100,000  

Interest paid

  $ 42,455     $ 48,865  

  

The accompanying notes are an integral part of these consolidated financial statements

 

 
5

 

 

CVD EQUIPMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2016

(Unaudited)

 

NOTE 1:     BASIS OF PRESENTATION

 

The accompanying unaudited consolidated financial statements for CVD Equipment Corporation and Subsidiaries (collectively, “the Company”) 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-Q and Article 8 of Regulation S-X. 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 and six months ended June 30, 2016 are not necessarily indicative of the results that can be expected for the year ending December 31, 2016.

 

The balance sheet as of December 31, 2015 has been derived from the audited consolidated 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 notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, including the accounting policies followed by the Company as set forth in Note 2 to the consolidated financial statements contained therein.

 

All material intercompany transactions have been eliminated in consolidation.

 

NOTE 2:     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Revenue Recognition

 

Revenues from product and service sales, including those based on time and materials type contracts, are recognized when persuasive evidence of an arrangement exists, product delivery has occurred or services have been rendered, pricing is fixed or determinable, and collection is reasonably assured. Service sales revenues, principally representing repair, maintenance and engineering activities are recognized over the contractual period or as services are rendered.

 

Revenues from fixed price contracts are recognized on the percentage of completion method, measured on the basis of incurred costs to estimated total costs for each contract. This “cost to cost” method is used because management considers it to be the best available measure of progress on these contracts.

 

 
6

 

 

CVD EQUIPMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2016 

(Unaudited)

 

NOTE 2:     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Contract costs include all direct material and labor costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs and depreciation costs.

 

Selling, general and administrative costs are charged to expense as incurred. Provisions for estimated losses on contracts in progress are made in the period in which such losses are determined. Changes in job requirements, job conditions, and estimated profitability, and final contract settlements may result in revisions to costs and income and are recognized in the period in which the revisions are determined.

 

The asset, “Costs and estimated earnings in excess of billings on contracts in progress,” represents revenues recognized in excess of amounts billed.

 

The liability, “Billings in excess of costs and estimated earnings on contracts in progress,” represents amounts billed in excess of revenues recognized.

 

Recent Accounting Pronouncements

 

In May 2014, The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers” (Topic 606), which changes the criteria for recognizing revenue. The standard requires an entity which recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard requires a five-step process for recognizing revenues including identifying the contract with the customer, identifying the performance obligations in the contract, determining the transaction prices, allocating the transaction price to the performance obligations in the contract, and recognizing revenue when (or as) the entity satisfies a performance obligation. Publicly-traded companies were initially required to adopt the ASU No. 2014-09 for reporting periods beginning after December 15, 2016; however, the FASB, in August 2015, then issued ASU No. 2015-14 to defer the mandatory effective date of ASU 2014-09 for all entities by one year. Currently companies may choose among different transition alternatives. Management is currently evaluating the impact that ASU 2014-09 will have on the Company’s consolidated financial statements and has not yet determined which method of adoption will be selected.

 

In February 2016 the FASB issued a new standard which requires a lessee to recognize on its balance sheet the assets and liabilities associated with the rights and obligations created by leases with terms that exceed twelve months. Leases will continue to be classified as either financing or operating, with classification affecting the recognition, measurement and presentation of costs and cash flows arising from a lease. The new guidance is effective for interim and annual reporting periods beginning after December 15, 2018 and requires a modified retrospective approach to adoption for lessees related to capital and operating leases existing at, or entered into after, the earliest comparative period presented in the financial statements, with certain practical expedients available. Early adoption is permitted. We are currently evaluating the effect that this new standard will have on our condensed consolidated financial statements.

 

In March 2016, the FASB issued an amendment which simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures and statutory tax withholding requirements, classification of awards as either equity or liabilities, as well as classification in the statement of cash flows. This amendment is effective for prospective interim and annual reporting periods beginning after December 15, 2016. We plan on adopting this amendment at that time and are currently evaluating its effect on our condensed consolidated financial statements.

 

 
7

 

 

CVD EQUIPMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2016 

(Unaudited)

 

NOTE 3:     CONCENTRATION OF CREDIT RISK

 

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents and accounts receivable. The Company places its cash equivalents with high credit-quality domestic financial institutions and invests its excess cash primarily in savings accounts, treasury bills and money market instruments. The Company performs periodic evaluations of the relative credit standing of all such institutions as it seeks to maintain stability and liquidity. Cash and cash equivalents at June 30, 2016 and December 31, 2015, exceeded the Federal Deposit Insurance Corporation (“FDIC”) limits by approximately $12,349,000 and $11,966,000, respectively. The Company sells products and services to various companies across several industries in the ordinary course of business. The Company performs ongoing credit evaluations to assess the probability of accounts receivable collection based on a number of factors, including past transaction experience, evaluation of their credit history and review of the invoicing terms of the contract to determine the financial strength of its customers. The Company also maintains allowances for anticipated losses.

 

NOTE 4:     CONTRACTS IN PROGRESS

 

Costs and estimated earnings in excess of billings on contracts in progress are summarized as follows:

   

June 30, 2016

   

December 31, 2015

 
                 

Costs incurred on contracts in progress

  $ 2,777,723     $ 7,695,281  

Estimated earnings

    12,890,347       7,635,114  
      15,668,070       15,330,395  

Billings to date

    (18,001,359 )     (10,695,377 )
    $ (2,333,289 )   $ 4,635,018  

Included in accompanying balance sheets under the following captions:

               

Costs and estimated earnings in excess of billings on contracts in progress

  $ 2,859,587     $ 4,635,018  
                 

Billings in excess of costs and estimated earnings on contracts in progress

  $ (5,192,876 )   $ ---  
    $ (2,333,289 )   $ 4,635,018  

 

 

 
8

 

 

CVD EQUIPMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2016 

(Unaudited)

 

NOTE 5:      INVENTORIES

 

Inventories consist of:

 

   

June 30, 2016

   

December 31, 2015

 
                 

Raw materials

  $ 2,801,519     $ 2,718,328  

Work-in-process

    219,390       174,698  

Finished goods

    64,227       93,404  

Totals

  $ 3,085,136     $ 2,986,430  

 

NOTE 6:     ACCOUNTS RECEIVABLE

 

Accounts receivable are presented net of an allowance for doubtful accounts of approximately $59,000 and $19,000 as of June 30, 2016 and December 31, 2015, respectively. The allowance is based on prior experience and management’s evaluation of the collectability of accounts receivable. Management believes the allowance is adequate. However, future estimates may change based on changes in future economic conditions.

 

NOTE 7:     DEBT

 

The Company has a revolving credit facility with HSBC Bank, USA, N.A. (“HSBC”) providing up to $7 million, although the Company has never utilized this facility. This credit facility remains available until September 1, 2018. The remaining balances as of June 30, 2016 and December 31, 2015 on a $2.1 million term loan that was initially entered into in August 2011 are $70,000 and $280,000 respectively. Interest on the unpaid principal balance on this facility accrues at either (i) the London Interbank offered Rate (“LIBOR”) plus 1.75% or (ii) the bank’s prime rate minus 0.50%. The credit agreement also contains certain financial covenants, all of which the Company was in compliance with at June 30, 2016 and December 31, 2015.

 

Pursuant to the terms of an Accommodation Agreement, we entered into a loan agreement with HSBC in the amount of $6,000,000, the proceeds of which were used to finance a portion of the purchase price of our headquarters. The loan is secured by a mortgage against our Central Islip facility. The loan is payable in 120 consecutive equal monthly installments of principal of $25,000 plus interest thereon and a final balloon payment. Interest accrues on the loan, at our option, at the variable rate of LIBOR plus 1.75% which was 2.1740% and 2.0670% at June 30, 2016 and December 31, 2015 respectively. The principal balances on the mortgage at June 30, 2016 and December 31, 2015 were approximately $3.4 and $3.6 million respectively.

 

 
9

 

 

CVD EQUIPMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2016 

(Unaudited)

 

NOTE 8:     STOCK-BASED COMPENSATION EXPENSE

 

During the three and six months ended June 30, 2016 and June 30, 2015, the Company recorded compensation expense as part of selling and general administrative expense, of approximately $183,000 and $346,000 and $176,000 and $371,000 respectively, for the cost of employee and director services received in exchange for equity instruments based on the grant-date fair value of those instruments. This expense was recorded based upon the guidance of ASC 718, “Compensation-Stock Compensation.”

 

NOTE 9:     INCOME TAXES

 

The provision for income taxes includes the following:

 

 

   

Six Months Ended June 30,

 
   

2016

   

2015

 
                 

Current:

               

Federal

  $ (71,070 )   $ 645,116  

State

    --       12,173  

Total Current Provision

    (71,070 )     657,289  

Deferred:

               

Federal

  $ (632,992 )   $ 26,920  

State

    ----       ----  

Total deferred

    (632,992 )     26,920  
                 

Income tax expense/(benefit)

  $ (704,062 )   $ 684,209  

  

Tax Rate Reconciliation

The reconciliation between the Company’s effective tax rate on income from continuing operations and the statutory rate is as follows:

 

   

Six Months Ended

 
   

June 30,

 
   

2016

   

2015

 

Income tax benefit at federal statutory rate [34%]

  $ (353,981 )   $ 913,700  

Change in other accruals

    (50,866 )     23,175  

Difference between tax and book depreciation

    (53,112 )     (12,975 )

Stock-based compensation

    (117,727 )     (28,120 )

Research and development credits

    (57,306 )     (571,583 )

Domestic production activities deduction

    --       (83,411 )

Net operating loss carryforward

    --       954,581  

Tax carryback

    --       (511,158 )

Provision for 2014 tax return true up

    (71,070 )     --  

Income tax (benefit)/expense

  $ (704,062 )   $ 684,209  

 

 
10

 

 

CVD EQUIPMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2016

(Unaudited)

 

NOTE 10:     EARNINGS PER SHARE

 

Basic earnings per share are computed by dividing net earnings available to common shareholders (the numerator) by the weighted average number of common shares (the denominator) for the period presented. The computation of diluted earnings per share is similar to basic earnings per share, except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potentially dilutive common shares had been issued.

 

Stock options to purchase 159,730 shares of common stock were outstanding and 79,730 were exercisable during the three and six months ended June 30, 2016. Stock options to purchase 259,730 shares were outstanding and 147,230 were exercisable during the three and six months ended June 30, 2015. For the three and six months ended June 30, 2016, none of the outstanding options were included in the earnings per share calculation as their effect would have been anti-dilutive. For the three and six months ended June 30, 2015 all outstanding options were included in the diluted earnings per share calculation because the average market price was higher than the exercise price.

 

The potentially dilutive common shares from warrants and options are calculated in accordance with the treasury stock method, which assumes that proceeds from the exercise of all warrants and options are used to repurchase common stock at market value. The amount of shares remaining after the proceeds are exhausted represents the potential dilutive effect of the securities.

   

NOTE 11:      SEGMENT REPORTING

 

The Company operates through two (2) segments, CVD and SDC. The CVD division, which operates out of Central Islip, New York, is utilized for silicon, silicon germanium, silicon carbide and gallium arsenide processes. SDC is the Company’s ultra-high purity manufacturing division in Saugerties, New York. The respective accounting policies of CVD and SDC are the same as those described in the summary of significant accounting policies (see Note 2). The Company evaluates performance based on several factors, of which the primary financial measure is income or (loss) before taxes.

 

Three Months Ended June 30,

                       
                         

2016

 

CVD

   

SDC

   

Eliminations *

   

Consolidated

 

Revenue

  $ 3,243,095     $ 581,710     $ (81,023 )   $ 3,743,782  

Pretax (loss)

    (758,035 )     (237,921 )             (995,956 )
                                 

2015

                               

Revenue

  $ 9,969,113     $ 1,826,896     $ (1,361,856 )   $ 10,434,153  

Pretax income

    846,558       651,637               1,498,195  

 

Six Months Ended June 30,

                       
                         

2016

 

CVD

   

SDC

   

Eliminations *

   

Consolidated

 

Revenue

  $ 7,335,877     $ 1,505,688     $ (94,350 )   $ 8,747,215  

Pretax (loss)

    (1,363,640 )     (173,770 )             (1,537,410 )
                                 

2015

                               

Revenue

  $ 18,547,485     $ 3,230,953     $ (1,651,841 )   $ 20,126,597  

Pretax income

    1,635,645       1,051,699               2,687,344  

 

*All elimination entries represent intersegment revenues eliminated in consolidation for external financial reporting.

 

 
11

 

 

CVD EQUIPMENT CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2016

(Unaudited)

 

NOTE 13:     SUBSEQUENT EVENTS

 

The Company has included in its financial statements for the three and six months ended June 30, 2016, the results of a negotiated reduction to legal fees and expenses previously accrued in connection with the settlement of the Taiwan Glass litigation. The final negotiated sum was $1.1 million, resulting in a reduction of the amount that was previously billed and accrued and a gain on the statement of operations of $629,000 during the period.

 

 
12

 

 

 

Item 2.      Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

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. Past results are no guaranty future performance. You should not place undue reliance on any forward-looking statements, which speak only as of the dates they are made. When used with this Report, the words “believes,” “anticipates,” ”expects,” “estimates,” “plans,” “intends,” “will” and similar expressions are intended to identify forward-looking statements.

 

 
13

 

 

Results of Operations

 

Three Months Ended June 30, 2016 vs. Three Months Ended June 30, 2015

 

   

Three Months Ended

   

Change

   

% Change

 
   

June 30, 2016

   

June 30, 2015

                 

(In thousands)

                               

Orders

  $ 31,893     $ 13,142     $ 18,751       142.7  

Order Backlog

    31,023       19,270       11,753       61.0  
                                 

Revenue

                               

CVD (net of eliminations)

  $ 3,241     $ 9,967     $ (6,726 )     (67.5 )

SDC (net of eliminations)

    503       467       36       7.7  

Total Revenue

    3,744       10,434       (6,690 )     (64.1 )
                                 

Cost of Goods Sold

    3,250       6,277       (3,027 )     (48.2 )
                                 

Gross Profit

    494       4,157       (3,663 )     (88.1 )

Gross Margin

    13.2 %     39.8 %                
                                 

Research and development

    72       258       (186 )     (72.1 )

Selling and shipments

    287       274       13       4.7  

General and administrative

    1,744       2,109       (365 )     (17.3 )

Gain on settlement

    (629 )     --       (629 )     --  

Total operating expenses

    1,474       2,641       (1,167 )     (44.2 )
                                 

Operating (loss)/income

    (980 )     1,516       (2,496 )     (164.6 )
                                 

Other (expense)

    (16 )     (18 )     2       (11.1 )
                                 

(Loss)/income before taxes

    (996 )     1,498       (2,494 )     (166.5 )
                                 

Income tax (benefit)/expense

    (500 )     163       (663 )     (406.7 )
                                 

Net (loss)/income

    (496 )     1,335       (1,831 )     (137.2 )

 

 
14

 

 

 

Orders/Order Backlog

 

We received approximately $31.9 million in new orders, during the three months ended June 30, 2016, including our largest order ever for $29.6 million compared to $13.1 million in new orders received during the three months ended June 30, 2015, an increase of $18.8 million or 143.5%. This resulted in a backlog of $31.0 million as of June 30, 2016 compared to $19.3 million as of June 30, 2015. Approximately $29.5 million or 90.8% of the backlog at June 30, 2016 is a result of multiple orders from one customer compared to $8.4 million or 43.7% of the backlog at June 30, 2015. Timing for completion of the backlog varies depending on the product mix and can be as long as two years. Included in the backlog are all accepted purchase orders, less any amounts which have been previously billed or recognized as a component of our percentage-of-completion calculations. Management utilizes the order backlog to assist it in gauging projected revenues and profits; however, it does not provide an assurance of future achievement of revenues or profits as, for example, order cancellations or delays are possible.

 

Revenue

 

Our revenue for the three months ended June 30, 2016 was $3.7 million compared to $10.4 million in revenue for the three months ended June 30, 2015. This decrease of 64.4% was a result of the completion of the large aviation component supplier pilot production contract and the protracted negotiations which caused a delay in receiving the follow-on orders from that same customer. We have received additional multiple orders from that customer representing $3.2 million or 85.7% of our revenue for the three months ended June 30, 2016 compared to $8.0 million of our revenue or 76.7% of our revenue from that same customer for the three months ended June 30, 2015.

 

Revenue of $500,000 from the SDC division remained the same for both the three months ended June 30, 2016 and 2015 respectively.

 

 
15

 

 

Gross Profit

 

We generated a gross profit of $0.5 million for the three months ended June 30, 2016 compared to a gross profit of $4.2 million for the three months ended June 30, 2015. The gross margin for the three months ended June 30, 2016 was 13.2% compared to 39.8% for the three months ended June 30, 2015. The reduced gross profit and gross margin was the result of the lower revenue and the costs of maintaining production staff in anticipation of the follow-on order from our largest customer.

 

Research and Development, Selling, General and Administrative Expenses

 

Internal research and development expenses for the three months ended June 30, 2016 was $72,000 compared to $258,000 for the three months ended June 30, 2015. The reduction in research and development expenses compared to the prior year is due to the reduction of independently conducted research that we funded. Although we continue to invest in research for our products, we have temporarily curtailed the independent activities to reduce spending. 

 

Selling and shipping expenses for each of the three months ended June 30, 2016 and 2015 were $287,000 and $274,000 respectively.

 

Our general and administrative expenses for the three months ended June 30, 2016 totaled $1,726,000 compared to approximately $2,109,000 during the three months ended June 30, 2015, an 18.2% reduction which was primarily the result of reduced legal fees in the current period compared to the prior year when we were actively involved in settling our legal disputes.

 

Gain on Settlement 

 

The Company has included in its financial statements for the three months ended June 30, 2016, the results of a negotiated reduction to legal fees and expenses previously accrued in connection with the settlement of the Taiwan Glass litigation. The final negotiated sum was $1.1 million, resulting in a reduction of the amount that was previously billed and accrued and a gain on the statement of operations of $629,000 during the period

 

Operating (Loss)/Income

 

As a result of the aforementioned, we incurred a loss from operations of $1.0 million for the three months ended June 30, 2016 compared to the three months ended June 30, 2015 when we earned $1.5 million from operations. 

 

Income Taxes 

 

For the three months ended June 30, 2016, we did not incur any current income tax expense. Primarily as a result of the operating loss and timing differences of depreciation and stock-based compensation for the three month period we recorded $500,000 of deferred tax benefits which drove our effective tax rate to 50%. We incurred an income tax expense of $163,000 for the three months ended June 30, 2015

 

Net (Loss)/Income

 

We reported a net loss of approximately $0.5 million or ($0.08) per share basic and diluted for the three months ended June 30, 2016, compared to net income of approximately $1.3 million or $0.22 per share basic and $0.21 per diluted share for the three months ended June 30, 2015.

 

 
16

 

 

 

Six Months Ended June 30, 2016 vs. Six Months Ended June 30, 2015

 

   

June 30, 2016

   

June 30, 2015

   

Change

   

% Change

 

(In thousands)

                               

Orders

  $ 34,163     $ 18,323     $ 15,840       86.4  

Order Backlog

    31,023       19,270       11,753       61.0  
                                 

Revenue

                               

CVD (net of eliminations)

  $ 7,330     $ 18,538     $ (11,208 )     (60.5 )

SDC (net of eliminations)

    1,417       1,589       (172 )     (10.8 )

Total Revenue

    8,747       20,127       (11,380 )     (56.5 )
                                 

Cost of Goods Sold

    6,720       12,210       (5.490 )     (45.0 )
                                 

Gross Profit

    2,027       7,917       (5,890 )     (74.4 )

Gross Margin

    23.2 %     39.3 %                
                                 

Research and development

    154       470       (316 )     (67.2 )

Selling and shipping

    545       588       (43 )     (7.3 )

General and administrative

    3,470       4,136       (666 )     (16.1 )

Gain on settlement

    (629 )     --       (629 )        

Total operating expenses

    3,540       5,194       (1,654 )     (31.8 )
                                 

Operating (loss)/income

    (1,513 )     2,723       (4,236 )     (155.6 )
                                 

Other (expense)

    (24 )     (36 )     12       33.3  
                                 

(Loss)/income before taxes

    (1,537 )     2,687       (4,224 )     (157.2 )
                                 

Income tax (benefit)/expense

    (704 )     684       (1,388 )     (203.9 )
                                 

Net (loss)/income

    (833 )     2,003       (2,836 )     (141.6 )

 

Orders/Order Backlog

 

During the six months ended June 30, 2016, we received approximately $34.2 million in new orders, including our largest single order in our history which totaled $29.6 million compared to approximately $18.3 million in new orders received during the six months ended June 30, 2015, an increase of $15.9 million or 86.9%. This resulted in a backlog of $31.0 million as of June 30, 2016 compared to $19.3 million as of June 30, 2015. Approximately $29.5 million or 90.8% of the backlog at June 30, 2016 is a result of multiple orders from one customer compared to $8.4 million or 43.7% of the backlog at June 30, 2015. Timing for completion of the backlog varies depending on the product mix and can be as long as two years. Included in the backlog are all accepted purchase orders, less any amounts which have been previously billed or recognized as a component of our percentage-of-completion calculations. Management utilizes the order backlog to assist it in gauging projected revenues and profits; however, it does not provide an assurance of future achievement of revenues or profits as, for example, order cancellations or delays are possible.

 

 

 
17

 

 

Revenue

 

Revenue for the six months ended June 30, 2016 was $8.7 million compared to $20.1 million for the six months ended June 30, 2015, a decrease of $11.4 million or 56.7%. This decrease was the result of the completion of the large aviation component supplier pilot production contract and the protracted negotiations which caused a delay in receiving the follow-on orders from that same customer. Our largest customer from which we have secured multiple orders represented $6.2 million or 71.3% of our revenue for the six months ended June 30, 2016 compared to $13.3 million or 66.2% of our revenue for the six months ended June 30, 2015 from that same customer.

 

Gross Profit

 

For the six months ended June 30, 2016, we generated a gross profit of $2.0 million resulting in a gross profit margin of 23.2% compared to a gross profit of $7.9 million for the six months ended June 30, 2015, which resulted in a gross profit margin of 39.3%. The decreased gross profit we are now experiencing is the result of the lower revenues.

 

Research and Development, Selling and General and Administrative Expenses

 

Internal research and development expenses for the six months ended June 30, 2016 were $154,000 compared to $470,000 for the six months ended June 30, 2015. The reduction in research and development expenses compared to the prior year is due to the reduction of independently conducted research that we funded. Although we continue to invest in research for our products, we have temporarily curtailed the independent activities to reduce spending.

 

Selling and shipping expenses for the six months ended June 30, 2016 and 2015 were $545,000 million and $588,000 million, respectively.

 

General and administrative expenses totaled $3.5 million and $4.1 million for the six months ended June 30, 2016 and 2015, a decrease of 14.6%. This decrease is primarily attributable to a decrease in legal costs during the current period.

 

Gain on settlement

 

The Company has included in its financial statements for the six months ended June 30, 2016, the results of a negotiated reduction to legal fees and expenses previously accrued in connection with the settlement of the Taiwan Glass litigation. The final negotiated sum was $1.1 million, resulting in a reduction of the amount that was previously billed and accrued and a gain on the statement of operations of $629,000 during the period.

 

Operating Income

 

As a result of the decreased revenues, we incurred a loss from operations of $1.5 million for the six months ended June 30, 2016 compared to income from operations of 2.7 million for the six months ended June 30, 2015.

 

 
18

 

 

Income Taxes

 

For the six months ended June 30, 2016, we did not incur any current income tax expense, received a refund of $71,000 as a result of an overpayment on the 2015 federal corporate tax return.As a result of the operating loss and timing differences of depreciation and stock-based compensation for the six month period we recorded $633,000 of deferred tax benefits which drove our effective tax rate to 46%. Income tax expense for the six months ended June 30, 2015 amounted to $684,000.

 

Net (Loss)/Income

 

We reported a net loss of $0.8 million or $0.13 per share basic and diluted for the six months ended June 30, 2016 compared to net income of $2.0 million or $0.32 per share (basic and diluted) for the six months ended June 30, 2015.

 

Inflation

 

Inflation has not materially impacted the operations of our Company.

 

Liquidity and Capital Resources

 

Our working capital as of June 30, 2016 and December 31, 2015 was $19.9 million, and cash and cash equivalents of $14.0 million at June 30, 2016, compared to $13.1 million at December 31, 2015, an increase of $0.9 million. The increase in cash and cash equivalents was primarily the result of the timing of both shipments and customer payments on outstanding balances.

 

Accounts receivable, net, as of June 30, 2016 was $7.7 million compared to $3.1 million at December 31, 2015. One customer represented 87.0% and 44.2% of the balances on June 30, 2016 and December 31, 2015, respectively.

 

At June 30, 2016 the number of full time employees decreased to 180 employees compared to 192 at December 31, 2015

 

We believe that our cash and cash equivalents position and cash flow from operations will be sufficient to meet our working capital and capital expenditure requirements for the next twelve months.

 

We may also raise additional funds in the event we determine in the future to effect one or more acquisitions of businesses, technologies or products. In addition, we may elect to raise additional funds even before we need them if the conditions for raising capital are favorable. Any equity or equity-linked financing could be dilutive to existing shareholders.

 

 
19

 

 

Off-Balance Sheet Arrangements.

 

We have no off-balance sheet arrangements at this time.

 

Item 3.               Quantitative and Qualitative Disclosures About Market Risk.

 

Not applicable.

 

Item 4.               Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

We maintain a system of disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). As required by Rule 13a-15(b) under the Exchange Act, management of the Company, under the direction of our Chief Executive Officer and Chief Financial Officer, reviewed and performed an evaluation of the effectiveness of design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q (the “Report”).

 

Based on that review and evaluation, the Chief Executive Officer and Chief Financial Officer, along with our management, have determined that as of the end of the period covered by the Report on Form 10-Q, the disclosure controls and procedures were and are effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and were effective to provide reasonable assurance that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding disclosures.

 

Changes in Internal Controls

 

There were no changes in our internal controls over financial reporting as defined in Rule 13a-15(f) or Rule 15d-15(f) under the Exchange Act that occurred during the most recent fiscal quarter 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.

 

 
20

 

 

CVD EQUIPMENT CORPORATION

 

PART II

 

OTHER INFORMATION

 

 

Item 1.          Legal Proceedings.

 

None.

 

Item 2.          Unregistered Sales of Equity Securities and Use of Proceeds.

 

None.

 

Item 3.          Defaults Upon Senior Securities.

 

None.

 

Item 4.          Mine Safety Disclosures.

 

Not Applicable.

 

Item 5.          Other Information.

 

None.

 

Item 6.          Exhibits

 

The exhibits below are hereby furnished to the SEC as part of this report:

 

     
 

31.1

Certification of Leonard A. Rosenbaum, Chief Executive Officer, dated August 11, 2016.

     
     
 

31.2

Certification of Glen R. Charles, Chief Financial Officer, dated August 11, 2016.

     
     
 

32.1

Certification of Leonard A. Rosenbaum, Chief Executive Officer, dated August 11, 2016, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

     
     
 

32.2

Certification of Glen R. Charles, Chief Financial Officer, dated August 11, 2016, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

 

 
21

 

 

     
     
 

101.1**

XBRL Instance.

     
     
 

101.SCH**

XBRL Taxonomy Extension Schema.

     
     
 

101.CAL**

XBRL Taxonomy Extension Calculation

     
     
 

101.DEF**

XBRL Taxonomy Extension Definition.

     
     
 

101.LAB**

XBRL Taxonomy Extension Labels.

     
     
 

101.PRE**

XBRL Taxonomy Extension Presentation.

 

____________

 

 **Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not to be filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as  amended, are deemed not filed for purposes of Section 18 of the Securities Act of 1934, as amended, and otherwise not subject to liability under these sections.

 

 
22

 

 

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 11th day of August 2016.

 

 

CVD EQUIPMENT CORPORATION

 

 

 

 

 

 

 

 

 

 

By:

/s/ Leonard A. Rosenbaum

 

 

 

Leonard A. Rosenbaum

 

 

Chief Executive Officer, President and Chairman

 

 

(Principal Executive Officer)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Glen R. Charles

 

 

 

 Glen R. Charles

 

 

 

 Chief Financial Officer

 

  (Principal Financial and Accounting Officer)  
       

 

 

 
23

 

 

EXHIBIT INDEX

 

EXHIBIT

NUMBER

DESCRIPTION
   

31.1*

Certification of Leonard A. Rosenbaum, Chief Executive Officer, dated August 11, 2016

   
31.2*   Certification of Glen R. Charles, Chief Financial Officer, Dated August 11, 2016
   
32.1*  Certification of Leonard A. Rosenbaum, Chief Executive Officer, dated August 11, 2016, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
   
32.2* Certification of Glen R. Charles, Chief Financial Officer, dated August 11, 2016 pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
   
101.INS** XBRL Instance.
   
101.SCH**   XBRL Taxonomy Extension Schema.
   
101.CAL** XBRL Taxonomy Extension Calculation.
   
101.DEF**  XBRL Taxonomy Extension Definition.
   
101.LAB**    XBRL Taxonomy Extension Labels.
   
101.PRE**     XBRL Taxonomy Extension Presentation.

 _______________

* Filed herewith

 

** Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not to be filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Act of 1934, as amended, and otherwise not subject to liability under these sections.

 

 24