XNAS:CVV CVD Equipment Corp Quarterly Report 10-Q Filing - 6/30/2012

Effective Date 6/30/2012

XNAS:CVV (CVD Equipment Corp): Fair Value Estimate
Premium
XNAS:CVV (CVD Equipment Corp): Consider Buying
Premium
XNAS:CVV (CVD Equipment Corp): Consider Selling
Premium
XNAS:CVV (CVD Equipment Corp): Fair Value Uncertainty
Premium
XNAS:CVV (CVD Equipment Corp): Economic Moat
Premium
XNAS:CVV (CVD Equipment Corp): Stewardship
Premium
 

 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
Form 10-Q
 
(Mark One)
 
þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
 
For the quarterly period ended June 30, 2012
o
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.)
   
1860 Smithtown Avenue  
Ronkonkoma, New York 11779
   
(Address of principal executive offices)  (Zip Code) 
 
(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 þ  Noo
 
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 þ  Noo
 
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  o Accelerated filer   o
   
Non-accelerated filer    o      (Do not check if a smaller reporting company) Smaller reporting company   þ 
    
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes      No  þ
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 5,992,495 shares of Common Stock, $0.01 par value at August 5, 2012.
 
______________________________________________________________________________
 
 
 

 

CVD EQUIPMENT CORPORATION AND SUBSIDIARY

Index


Part I - Financial Information

            Item 1  Financial Statements (Unaudited).
 
 
            Consolidated Balance Sheets (Unaudited) at June 30, 2012 and December 31, 2011
 
3
            Consolidated Statements of Operations (Unaudited) for the three and six months ended June 30, 2012 and 2011
 
4
            Consolidated Statements of Cash Flows (Unaudited) for the six months ended June 30, 2012 and 2011
 
5
            Notes to Unaudited Consolidated Financial Statements
 
6
            Item 2  Management's Discussion and Analysis of Financial Condition and Results of Operations
15
            Item 3  Quantitative and Qualitative Disclosures About Market Risk
19
            Item 4  Controls and Procedures
 
19
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.
 
22
Signatures
 
23
Exhibit Index
24
 
 
2

 

PART 1 – FINANCIAL INFORMATION
Item 1 – Financial Statements
CVD EQUIPMENT CORPORATION AND SUBSIDIARY
Consolidated Balance Sheets
(Unaudited)

   
June 30, 2012
   
December 31, 2011
 
ASSETS
           
Current Assets:
           
Cash and cash equivalents
  $ 16,597,503     $ 18,136,527  
Accounts receivable, net
    2,858,793       3,663,579  
Costs and estimated earnings in excess of billings on uncompleted contracts
    5,329,622       3,410,824  
Inventories, net
    2,947,262       2,232,073  
Idle inventories
    -       975,000  
Deferred income taxes – current
    192,246       189,510  
Other current assets
    596,171       150,803  
                 
Total Current Assets
    28,521,597       28,758,316  
                 
Property, plant and equipment, net
    13,090,837       7,948,957  
                 
Deferred income taxes – non-current
    324,912       390,080  
                 
Restricted cash
    1,000,000       1,000,000  
                 
Other assets
    261,524       401,658  
                 
Intangible assets, net
    45,790       49,967  
                 
Total Assets
  $ 43,244,660     $ 38,548,978  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
Current Liabilities:
               
Current maturities of long-term debt
  $ 929,803     $ 623,953  
Billings in excess of costs and estimated earnings on uncompleted contracts
    319,021       1,687,210  
Accounts payable and accrued expenses
    2,711,847       2,374,334  
Accrued professional fees – related party
    -       35,000  
Deferred revenue
    12,412       1,089,966  
                 
Total Current Liabilities
    3,973,083       5,810,463  
                 
Long-term debt, net of current portion
    7,856,457       2,547,842  
Total Liabilities
    11,829,540       8,358,305  
                 
Commitments and Contingencies
    ----       ----  
                 
Stockholders’ Equity
               
Common stock - $0.01 par value – 10,000,000 shares authorized; 5,992,495 and 5,958,785 issued and outstanding at June 30, 2012 and December 31, 2011
    59,925       59,589  
Additional paid-in-capital
    20,645,568       20,470,367  
Retained earnings
    10,709,627       9,660,717  
Total Stockholders’ Equity
    31,415,120       30,190,673  
                 
Total Liabilities and Stockholders’ Equity
  $ 43,244,660     $ 38,548,978  
 
The accompanying notes are an integral part of these consolidated financial statements
 
 
3

 
 
CVD EQUIPMENT CORPORATION AND SUBSIDIARY
Consolidated Statements of Operations
(Unaudited)

   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2012
   
2011
   
2012
   
2011
 
                         
Revenue
  $ 7,093,785     $ 7,507,717     $ 14,248,736     $ 13,713,417  
                                 
Cost of revenue
    4,183,854       4,635,083       8,603,617       8,556,543  
                                 
Gross profit
    2,909,931       2,872,634       5,645,119       5,156,874  
                                 
Operating expenses
                               
Selling and shipping
    328,869       235,730       710,799       522,249  
General and administrative
    1,376,390       1,420,267       2,656,226       2,521,034  
Related party-professional fees
    -       15,000       -       35,000  
Loss on sale of building (Note 8)
    693,818       --       693,818       --  
Total operating expenses
    2,399,077       1,670,997       4,060,843       3,078,283  
 
                               
Operating income
    510,854       1,201,637       1,584,276       2,078,591  
                                 
Other income (expense)
                               
Interest income
    8,839       2,665       15,720       6,000  
Interest expense
    (56,313 )     (48,923 )     (88,612 )     (102,655 )
Other income
    17,260       8,055       29,052       92,459  
Total other (expense)
    (30,214 )     (38,203 )     (43,840 )     (4,196 )
                                 
Income before income taxes
    480,640       1,163,434       1,540,436       2,074,395  
                                 
Income tax expense
    159,886       384,994       491,526       608,531  
                                 
Net income
  $ 320,754     $ 778,440     $ 1,048,910     $ 1,465,864  
                                 
Basic income per common share
  $ 0.05     $ 0.15     $ 0.18     $ 0.29  
                                 
Diluted income per common share
  $ 0.05     $ 0.14     $ 0.17     $ 0.28  
                                 
Weighted average common shares outstanding basic
    5,992,330       5,211,190       5,984,392       5,019,562  
                                 
Effect of potential common share issuance:
                               
Stock options
    169,842       256,514       169,563       244,968  
                                 
Weighted average common shares outstanding diluted
    6,162,172       5,467,704       6,153,955       5,264,530  
 
The accompanying notes are an integral part of these consolidated financial statements
 
 
4

 

CVD EQUIPMENT CORPORATION AND SUBSIDIARY
Consolidated Statements of Cash Flows
(Unaudited)


   
Six Months Ended
June 30,
 
   
2012
   
2011
 
Cash flows from operating activities:
           
Net Income
  $ 1,048,910     $ 1,465,864  
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
               
Stock-based compensation expense
    117,856       144,031  
Loss on sale of building
    693,818          
Gain on sale of other fixed assets
    (3,288 )     -  
Depreciation and amortization
    291,266       276,738  
Deferred tax expense
    62,432       74,076  
Bad debt provision
    (1,354 )     711  
Increases/(decreases) in operating assets and liabilities:
               
Accounts receivable
    806,140       (907,124 )
Costs and estimated earnings in excess of billings on uncompleted contracts
    (1,918,798 )     125,890  
Inventories, net
    259,811       474,707  
Other current assets
    (445,368 )     (53,471 )
Customer deposits
    -       (24,478 )
Increase (decrease) in operating liabilities:
               
Billings in excess of costs and estimated earnings on uncompleted contracts
    (1,368,189 )     3,641,223  
Accounts payable and accrued expenses
    302,512       1,166,180  
Deferred revenue
    (1,077,553 )     156,138  
Net cash (used in) provided by operating activities
    (1,231,805 )     6,540,485  
                 
Cash flows from investing activities:
               
Capital expenditures
    (7,724,948 )     (100,066 )
Proceeds from sale of building
    1,582,323       -  
Proceeds from sale of other fixed assets
    21,500       -  
Deposits
    141,757       -  
Net cash (used in) investing activities
    (5,979,368 )     (100,066 )
                 
Cash flows from financing activities:
               
Net proceeds from stock options exercised
    57,683       9,391,967  
Proceeds from long-term debt
    6,000,000       4,520  
Payments of long-term debt
    (385,534 )     (371,598 )
Net cash provided by financing activities
    5,672,149       9,024,889  
                 
Net (decrease) increase in cash and cash equivalents
    (1,539,024 )     15,465,308  
Cash and cash equivalents at beginning of period
    18,136,527       6,249,090  
                 
Cash and cash equivalents at end of period
  $ 16,597,503     $ 21,714,398  
                 
Supplemental disclosure of cash flow information:
               
Income taxes paid
  $ 329,725     $ 505,100  
Interest paid
  $ 88,612     $ 102,655  
 
The accompanying notes are an integral part of these consolidated financial statements
 
 
5

 
 
CVD EQUIPMENT CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2012
(Unaudited)

NOTE 1:          BASIS OF PRESENTATION

The accompanying unaudited financial statements for CVD Equipment Corporation and Subsidiary (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, 2012 are not necessarily indicative of the results that can be expected for the year ending December 31, 2012.

The balance sheet as of December 31, 2011 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 notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, 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. In addition, certain reclassifications have been made to prior period financial statements to conform to the current year presentation.

Subsequent events have been evaluated through the filing date of this Quarterly Report on Form 10-Q.

NOTE 2:          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Revenue and Income Recognition

The Company recognizes revenues 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.

 
6

 
 
CVD EQUIPMENT CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2012
(Unaudited)

NOTE 2:          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The asset, “Cost 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 and estimated earnings on uncompleted contracts,” represents amounts billed in excess of revenues recognized.

Recent Accounting Pronouncements

In July 2012, the Financial Accounting Standards Board issued Accounting Standards Update No. 2012-02 “Intangibles-Goodwill and Other (Topic 350) Testing Indefinite-Lived Intangible Assets for Impairment,” which affords an entity the option to first assess qualitative factors to determine whether the existence of events and circumstances indicate that it is more likely than not that an indefinite-lived intangible asset is impaired. If, after assessing the totality of events and circumstances, an entity concludes that it is not more likely than not that the indefinite-lived intangible asset is impaired, then the entity is not required to take further actions. However, if an entity concludes otherwise, then it is required to determine the fair value of the indefinite-lived intangible asset and perform the quantitative impairment test by comparing the fair value with the carrying amount.

The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity’s financial statements for the most recent annual or interim period have not yet been issued. The adoption of this Accounting Standards Update, will not have a significant impact on the Company’s financial statements and related disclosures.

We believe there is no additional new accounting guidance adopted, but not yet effective that is relevant to the readers of our financial statements. However, there are numerous new proposals under development which, if and when enacted, may have a significant impact on our financial reporting.

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 financial institutions and invests its excess cash primarily in money market instruments. The Company has established guidelines relative to credit ratings and maturities that seek to maintain stability and liquidity. From time to time these temporary cash investments may exceed the Federal Deposit Insurance Corporation (“FDIC”) limit. At June 30, 2012 and December 31, 2011, the cash investments that exceeded the FDIC limit amounted to $3,878,000 and $4,249,000, respectively. The Company sells products and services to various companies across several industries in the ordinary course of business. The Company assesses the financial strength of its customers and maintains allowances for anticipated losses.

 
7

 

CVD EQUIPMENT CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2012
(Unaudited)

NOTE 4:          UNCOMPLETED CONTRACTS

Costs and estimated earnings in excess of billings on uncompleted contracts are summarized as follows:
   
June 30, 2012
   
December 31, 2011
 
             
Costs incurred on uncompleted contracts
  $ 14,299,833     $ 11,253,624  
Estimated earnings
    13,096,063       10,120,760  
      27,395,896       21,374,384  
Billings to date
    (22,385,295 )     (19,650,770 )
    $ 5,010,601     $ 1,723,614  
Included in accompanying balance sheets under the following captions:                
Costs and estimated earnings in excess of billings on uncompleted contracts   $
      5,329,622
    $
3,410,824
 
                 
Billings in excess of costs and estimated earnings on uncompleted contracts   $
       (319,021)
    $
(1,687,210)
 


NOTE 5:          INVENTORIES

Inventories consist of:

   
June 30, 2012
   
December 31, 2011
 
             
Raw materials
  $ 1,877,191     $ 1,986,880  
Work-in-process
    357,821       507,943  
Finished goods
    1,012,250        37,250  
Totals
    3,247,262       2,532,073  
Less: Reserve for obsolescence
    (300,000 )     (300,000 )
    $ 2,947,262     $ 2,232,073  

 
8

 

CVD EQUIPMENT CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2012
(Unaudited)

NOTE 5:          INVENTORIES (continued)

During the six months ended June 30, 2011, the Company recorded certain inventory write-downs of $560,000.

At December 31, 2011, the Company held $975,000 of equipment returned from a terminated contract recorded as Idle Inventories, which it had not been granted permission to use or sell as a result of pending litigation, as a separate line item on the balance sheet. The Company may now sell or otherwise dispose of the goods then referred to as Idle Inventories and as of June 30, 2012, this inventory is included in Finished goods.

NOTE 6:          FAIR VALUE MEASUREMENTS

We determine the fair value of financial and non-financial assets and liabilities using the fair value hierarchy, and the three levels of inputs that may be used to measure fair value are as follows:

Level 1 inputs which include quoted prices in active markets for identical assets or liabilities.

Level 2 inputs which include observable inputs other than Level 1 inputs, such as quoted prices for similar assets or liabilities; quoted prices for identical or similar assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability.

Level 3 inputs which include unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the underlying asset or liability. Level 3 assets and liabilities include those whose fair value measurements are determined using pricing models, discounted cash flow methodologies or similar valuation techniques, as well as significant management judgment or estimation.

The following table summarizes, for each major category of assets and liabilities, the respective fair value and the classification by level of input within the fair value hierarchy:

   
June 30, 2012
   
  December 31, 2011
 
Description
 
Level (1)
   
Level (2)
   
Level (3)
   
Total
   
Level (1)
   
Level (2)
   
Level (3)
   
Total
 
Assets:
                                               
Cash equivalents
  $ 3,878,216     $ ---     $ ---     $ 3,878,216     $ 5,394,434     $ ---     $ ---     $ 5,394,434  
                                                                 
Total Liabilities
  $ ---     $ ---     $ ---     $ ---     $ ---     $ ---     $ ---     $ ---  

 
9

 
 
CVD EQUIPMENT CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2012
(Unaudited)

NOTE 7:          BAD DEBTS

Accounts receivable are presented net of an allowance for doubtful accounts of $24,534 and $25,888 as of June 30, 2012 and December 31, 2011, 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 8:          REAL ESTATE TRANSACTIONS

Having determined that larger operating facilities would be required to facilitate the growth of the Company’s operations and that the most efficient means to facilitate this growth would be to locate all Long Island operations in a single facility, on March 15, 2012, we closed title on the purchase of the premises located at 355 South Technology Drive, Central Islip, New York as the first phase of this process. After obtaining our new facilities, we sold our facility located at 979 Marconi Avenue, Ronkonkoma, New York where our Application Laboratory had been located; this transaction closed on April 26, 2012 for a selling price of approximately $1,659,000 and we incurred a capital loss of approximately $694,000. On May 31, 2012, we entered into a Contract of Sale to sell our headquarters located at 1860 Smithtown Avenue, Ronkonkoma, New York, and began the final phase in completing the relocation process. The sale price for the Smithtown Avenue facility is $3,875,000 (exclusive of closing costs) and as of June 30, 2012, the book value (net of depreciation) on this facility is approximately $2,800,000. The closing on the sale of the Smithtown Avenue facility is expected to occur no later than October 15, 2012.

NOTE 9:          LONG-TERM DEBT

On April 22, 2008, the Company entered into a three year Modified and Restated Revolving Credit Agreement (the “Credit Agreement”) with Capital One, N.A. (“Capital One” as the “Bank”) as successor to North Fork Bank, pursuant to which the Bank agreed to make revolving loans to the Company of up to $5 million until May 1, 2011 which was later extended to August 1, 2011. Interest on the unpaid principal balance on this facility accrued at either (i) the LIBOR rate plus 2.00% or (ii) the Bank’s prime rate minus .25%. This agreement contained certain financial and other covenants. Borrowings were collateralized by the Company’s assets.

The amount available under the Credit Agreement was $5,000,000 as of June 30, 2011. This Credit Agreement was terminated and satisfied in full.

 
10

 
 
CVD EQUIPMENT CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2012
(Unaudited)

NOTE 9:          LONG-TERM DEBT (continued)

On August 5, 2011, the Company entered into a $9.1 million credit agreement with HSBC Bank, USA, N.A. (“HSBC”), secured by substantially all of the Company's personal property, to replace its $5.0 million revolving credit agreement and $2.1 million of existing mortgages previously held by Capital One Bank, N.A., which was previously secured by substantially all of the Company’s personal property. This new agreement consists of a $7 million revolving credit facility and a $2.1 million five (5) year term loan.  The revolving credit facility permits the Company to borrow on a revolving basis until August 5, 2014. Interest on the unpaid principal balance on this facility accrues at either (i) the London Interbank Offered Rate  (“LIBOR”) plus 1.75% or (ii) HSBC’s prime rate minus 0.50%. Interest on the unpaid principal balance for the term loan, used to pay off the previous mortgages, accrues at a fixed rate of 3.045%. Borrowings under this term loan are additionally collateralized by $1 million of restricted cash deposits, provided that, so long as no event of default has occurred and is then continuing, HSBC will release $200,000 of the collateral on each anniversary of the closing date. This restricted cash is a separate line item on the balance sheet. The credit agreement also contains certain financial covenants with which the Company was in compliance at June 30, 2012.

Effective as of March 15, 2012, we closed on the purchase of a 120,000 square foot facility located at 355 S. Technology Drive, Central Islip, New York (the “Property”) through the Town of Islip Industrial Development Agency. The purchase price for the Property was $7,200,000 exclusive of closing costs. Pursuant to the terms of an Accommodation Agreement, we entered into a loan agreement with HSBC Bank, in the amount of $6,000,000 (the “Loan”), the proceeds of which were used to finance a portion of the purchase price on the Property. The Loan is secured by the mortgage against the Property. Interest presently accrues on the Loan, at our option, at the variable rate of LIBOR plus 1.75% or HSBC’s prime rate minus 0.50%. The loan matures on March 15, 2022.

NOTE 10:        EQUITY ISSUANCES

On May 27, 2011, the Company completed a public offering of 967,950 shares of common stock at $10.50 per share. The net proceeds of $9,391,967 are being used for general corporate purposes, including working capital.

During the three and six months ended June 30, 2012 and June 30, 2011, the Company recorded as part of selling and general administrative expense, approximately $42,000 and $118,000 and $75,000 and $144,000 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.”

 
11

 

CVD EQUIPMENT CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2012
(Unaudited)

NOTE 11:        INCOME TAXES
The provision for income taxes includes the following:

   
Six Months Ended June 30,
 
   
2012
   
2011
 
             
Current:
           
Federal
  $ 386,909     $ 457,042  
State
    42,185       77,413  
Total Current Provision
    429,094       534,455  
Deferred:
               
Federal
  $ 47,302     $ 101,857  
State
    15,130       (27,781 )
Total deferred
    62,432       74,076  
Income tax expense
  $ 491,526     $ 608,531  

We calculate our current and deferred tax provision based on estimates and assumptions that could differ from the actual results reflected in income tax returns filed. Adjustments for differences between our tax provisions and tax returns are recorded when identified, which is generally in the third or fourth quarter of our subsequent year.

NOTE 12:        EARNINGS PER SHARE

As per the Accounting Standards Classification section 260, 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 258,930 shares of common stock were outstanding and 208,930 were exercisable during the three and six months ended June 30, 2012. Stock options to purchase 403,550 shares were outstanding and 334,550 were exercisable during the three and six months ended June 30, 2011. At June 30, 2012 and June 30, 2011, all outstanding options were included in the diluted earnings per share calculation because the average market price was higher than the exercise price.

The dilutive potential common shares on warrants and options is 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.

 
12

 
 
CVD EQUIPMENT CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2012
(Unaudited)

NOTE 13:        LEGAL PROCEEDINGS

On January 26, 2010, the Company commenced an action against Taiwan Glass Industrial Corp. (“Taiwan Glass”) in the United States District Court for the Southern District of New York. By that action, the Company seeks monetary damages ($5,816,000) against Taiwan Glass for breach of contract.

The Company believes that Taiwan Glass has no legal basis for unilaterally refusing to accept and pay for equipment specially manufactured for them and shipped to them by the Company. Taiwan Glass has interposed an answer and counterclaims denying these allegations and is seeking unspecified monetary damages. On April 12, 2012, Taiwan Glass filed a Motion seeking Partial Summary Judgment in the amount of $3,564,000 (representing the portion of the purchase price that it had previously paid to the Company). The Company is vigorously pursuing its claims against Taiwan Glass and defending against the counterclaims and Motion for Partial Summary Judgment by Taiwan Glass.

NOTE 14:        SEGMENT REPORTING

The Company operates through (2) segments, CVD and SDC. The CVD division 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 Conceptronic division of the Company is no longer considered a segment and has been merged into the CVD division as a result of decreasing revenues coupled with the growth of CVD and SDC. 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,

2012
 
CVD
   
SDC
   
Eliminations *
   
Consolidated
 
Revenue
  $ 6,505,330     $ 976,951     $ (388,496 )   $ 7,093,785  
Pretax income
    400,325       80,315               480,640  
2011
                               
Revenue
  $ 6,482,466     $ 1,652,531     $ (627,280 )   $ 7,507,717  
Pretax income
    858,632       304,802               1,163,434  

 
13

 

CVD EQUIPMENT CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2012
(Unaudited)

NOTE 14:        SEGMENT REPORTING (continued)

Six Months
Ended June 30,

2012
 
CVD
   
SDC
   
Eliminations *
   
Consolidated
 
Revenue
  $ 12,722,329     $ 2,450,893     $ (924,486 )   $ 14,248,736  
Pretax income
    1,222,513       317,923               1,540,436  
2011
                               
Revenue
  $ 12,194,241     $ 2,685,678     $ (1,166,502 )   $ 13,713,417  
Pretax income
    1,710,438       363,957               2,074,395  

*All elimination entries represent intersegment revenues eliminated in consolidation for external financial reporting.
 
 
14

 
 
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.
 
Results of Operations
Three and Six Months Ended June 30, 2012 vs. Three and Six Months Ended June 30, 2011

Revenue

Revenue for the three months ended June 30, 2012 was approximately $7,094,000 compared to approximately $7,508,000 for the three months ended June 30, 2011, a decrease of 5.5%. This decrease is a result of some of our efforts being diverted to our relocation to our new facility in Central Islip, New York. Revenue for the six months ended June 30, 2012 was approximately $14,249,000 compared to approximately $13,713,000 for the six months ended June 30, 2011, an increase of 3.9%.

Gross Profit

During the three and six months ended June 30, 2012, we generated gross profits of approximately $2,910,000 and $5,645,000, respectively, resulting in gross profit margins of 41.0% and 39.6% as compared to the three and six months ended June 30, 2011, where we generated gross profits of approximately $2,873,000 and $5,157,000, respectively, resulting in gross profit margins of 38.3% and 37.6%. The increase in gross profit margin is primarily attributable to our continuing successful efforts in engineering and production to achieve greater efficiencies in the use of our labor costs and the utilization of volume purchase discounts on materials ordered.

 
15

 
 
Selling, General and Administrative Expenses

Selling and shipping expenses for the three and six months ended June 30, 2012 were approximately $329,000 and $711,000, respectively, or 4.6% and 5.0% of our revenue compared to $236,000 and 522,000, respectively, or 3.1% and 3.8% of our revenue for the three and six months ended June 30, 2011. The increases can be attributed to certain selling and shipping expenses such as commissions and freight which vary from period to period due to the timing of the shipments of systems as well as the hiring of additional personnel and attending more trade shows during the current three and six month periods compared to prior periods.

We incurred approximately $1,376,000 and $2,656,000 of general and administrative expenses or 19.4% and 18.6% of our revenue for the three and six months ended June 30, 2012, compared to approximately $1,435,000 and $2,556,000 or 19.1% and 18.6% of our revenue during the three and six months ended June 30, 2011.

During the three and six months ended June 30, 2012, we completed the sale of our facility located at 979 Marconi Avenue, Ronkonkoma, New York, where our application Laboratory was located. The selling price for the facility was approximately $1,659,000 and as a result, we incurred a long-term capital loss on the sale of approximately $694,000. This capital loss had an adverse effect of $.12 per share on our pre-tax earnings for the three and six months ended June 30, 2012.

On May 31, 2012, we entered into a Contract of Sale to sell our headquarters located at 1860 Smithtown Avenue, Ronkonkoma, New York, and began the final phase in completing the relocation process. The sale price for the Smithtown Avenue facility is $3,875,000 (exclusive of closing costs) and as of June 30, 2012, the book value (net of depreciation) on this facility is approximately $2,800,000. The closing on the sale of the Smithtown Avenue facility is expected to occur no later than October 15, 2012.

Operating Income

As a result of the foregoing factors, operating income was approximately $511,000 for the three months ended June 30, 2012 compared to operating income of $1,202,000 for the three months ended June 30, 2011, a decrease of 57.5%.  If the loss on the sale of the Marconi Avenue facility had been excluded from the three months ended June 30, 2012, operating income would have been $1,205,000. Operating income for the six months ended June 30, 2012 was $1,584,000 compared to operating income of approximately $2,079,000 for the six months ended June 30, 2011, a decrease of 23.8%. If the loss on the sale of the Marconi Avenue facility had been excluded from the six months ended June 30, 2012, the operating income would have been $2,278,000, an increase of 9.6%.
 
 
 
16

 

Interest Expense, Net

Interest income for the three and six months ended June 30, 2012 was approximately $9,000 and $16,000, respectively, compared to approximately $3,000 and $6,000 for the three and six months ended June 30, 2011. Interest expense for the three and six months ended June 30, 2012 was approximately $56,000 and $89,000 compared to approximately $49,000 and $103,000 for the three and six months ended June 30, 2011. The primary sources of this interest expense are the mortgages on the three buildings that we own.

Income Taxes

For the six months ended June 30, 2012, we recorded approximately $429,000 of current income tax expense and $62,000 of deferred tax expense. For the six months ended June 30, 2011, we recorded a current income tax expense of approximately $534,000 and $74,000 of deferred tax expense.

Net Income

For the foregoing reasons, we reported net income of approximately $321,000 and $1,049,000 for the three and six months ended June 30, 2012 compared to net income of approximately $778,000 and $1,466,000 for the three and six month periods ended June 30, 2011. Inflation has not materially impacted the operations of our Company.

Liquidity and Capital Resources

As of June 30, 2012, we had aggregate working capital of approximately $24,549,000 compared to $22,948,000 of working capital at December 31, 2011, an increase of $1,601,000 and cash and cash equivalents of $16,598,000, compared to $18,137,000 at December 31, 2011, a decrease of $1,539,000. The increase in working capital was primarily the result of the increase of approximately $1,919,000 in costs and estimated earnings in excess of billings on uncompleted contracts and the reduction of approximately $1,368,000 in billings in excess of costs and estimated earnings on uncompleted contracts that was partially offset by the reduction in cash that was used to pay for the acquisition and renovations of our new facility in Central Islip, New York. The decrease in cash and cash equivalents can be primarily attributed to the costs associated with the acquisition and renovations of the facility in Central Islip, New York.

Accounts receivable, net, as of June 30, 2012 was $2,859,000 compared to $3,664,000 as of December 31, 2011. This decrease is primarily attributable to the timing of shipments and customer payments.

As of June 30, 2012, our backlog was approximately $10,058,000, a decrease of $6,140,000, or 37.9%, compared to $16,198,000 at December 31, 2011. During the six months ended June 30, 2012, we received approximately $8,109,000 in new orders. 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 with the exception of those that are included in percentage-of-completion. Order backlog is usually a reasonable management tool to indicate expected revenues and projected profits; however, it does not provide an assurance of future achievement of revenues or profits as order cancellations or delays are possible.

 
17

 
 
On August 5, 2011, the Company entered into a $9.1 million credit agreement with HSBC Bank, USA, N.A. secured by substantially all of the Company’s personal property. The agreement consists of a $7 million revolving credit loan and a $2.1 million five (5) year term loan.  The revolving credit facility permits the Company to borrow on a revolving basis until August 5, 2014. Interest on the unpaid principal balance on this facility accrues at either (i) the LIBOR Rate plus 1.75% or (ii) the bank’s prime rate minus 0.50%. The term loan was used to pay off the mortgages previously held by Capital One Bank, NA. Interest on the unpaid principal balance accrues at a fixed rate of 3.045%. Borrowings under this term loan are collateralized by $1 million, provided that, so long as no event of default has occurred and is then continuing, the bank will release $200,000 of the collateral on each anniversary of the closing date. The credit agreement also contains certain financial covenants.

So that we may expand our engineering, manufacturing, administration and Application Laboratory to further support the increase in our existing product sales and the development and sales of new products, on March 16, 2012, effective as of March 15, 2012, we closed on the purchase of a 120,000 square foot facility located in Central Islip, New York 11722 (the “Property”) through the Town of Islip Industrial Development Agency, (the “Islip IDA”). This building will replace our two Ronkonkoma facilities which total 63,275 square feet. The transaction was structured pursuant to Section 1031 of the Internal Revenue Code, as amended, as a reverse tax deferred exchange. In order to avail ourselves of certain real estate and sales tax abatements, the purchase took the form of an assignment and lease purchase agreement with fee title continuing to be vested in the Islip IDA. The property was purchased from SJA Industries, LLC. The purchase price for the Property was $7,200,000, exclusive of closing costs.

Pursuant to the terms of an Accommodation Agreement, we entered into a loan agreement with HSBC Bank, USA, N.A. in the amount of $6,000,000, (the “Loan”), the proceeds of which were used to finance a portion of the purchase price of the Central Islip facility. The Loan is secured by the mortgage against that facility. Interest accrues on the Loan, at our option, at the variable rate of LIBOR plus 1.75% or HSBC’s prime rate minus 0.50%. The Loan matures on March 15, 2022.

On April 26, 2012, we closed on the sale of our facility located at 979 Marconi Avenue, Ronkonkoma, New York 11779 which housed our Application Laboratory to K.A.V. Realty Associates, LLC. The selling price for the Premises was $1,659,375, exclusive of closing costs.

On May 31, 2012, we entered into a Contract of Sale to sell our headquarters located at 1860 Smithtown Avenue, Ronkonkoma, New York, and began the final phase in completing the relocation process. The sale price for the Smithtown Avenue facility is $3,875,000 (exclusive of closing costs) and as of June 30, 2012, the book value (net of depreciation) on this facility is approximately $2,800,000. The closing on the sale of the Smithtown Avenue facility is expected to occur no later than October 15, 2012.

 
18

 
 
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. On February 14, 2011, we filed a shelf registration statement on Form S-3 with the United States Securities and Exchange Commission (“SEC”) to register shares of our common stock and other securities for sale, giving us the opportunity to pursue possible future fundraising of up to $20 million (the “Registration Amount”) when needed or otherwise considered appropriate at prices and on terms to be determined at the time of any such offerings. This shelf registration was declared effective by the SEC on February 28, 2011. In May 2011, we sold securities under the shelf registration statement having an aggregate value of $10,163,475.
 
We believe we have an ample amount of cash, positive operating cash-flow and available credit facilities at June 30, 2012, to meet our working capital and investment requirements for the next twelve months.

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.

 
19

 
 
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.

 
On January 26, 2010, the Company commenced an action against Taiwan Glass Industrial Corp. (“Taiwan Glass”) in the United States District Court for the Southern District of New York. By that action, the Company seeks monetary damages ($5,816,000) against Taiwan Glass for breach of contract.
 
The Company believes that Taiwan Glass has no legal basis for unilaterally refusing to accept and pay for equipment specially manufactured for them and shipped to them by the Company. Taiwan Glass has interposed an answer and counterclaims denying these allegations and is seeking unspecified monetary damages. On April 12, 2012, Taiwan Glass filed a Motion seeking Partial Summary Judgment in the amount of $3,564,000 (representing the portion of the purchase price that it had previously paid to the Company). The Company is vigorously pursuing its claims against Taiwan Glass and defending against the counterclaims and Motion for Partial Summary Judgment by Taiwan Glass.

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.

 
21

 

Item 6.             Exhibits

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


 
10.1
Contract of Sale, dated May 31, 2012, between the Company and Glomel LLC.
     
 
31.1
Certification of Leonard A. Rosenbaum, Chief Executive Officer, dated August 14, 2012.
     
     
 
31.2
Certification of Glen R. Charles, Chief Financial Officer, dated August 14, 2012.
     
     
 
32.1
Certification of Leonard A. Rosenbaum, Chief Executive Officer,  dated August 14, 2012, 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 14, 2012, 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.

____________
**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 14th day of August 2012.
 
 
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
   
10.1 Contract of Sale, dated May 31, 2012, between the Company and Glomel LLC*
   
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 *
   
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









XNAS:CVV CVD Equipment Corp Quarterly Report 10-Q Filling

CVD Equipment Corp XNAS:CVV Stock - Get Quarterly Report SEC Filing of CVD Equipment Corp XNAS:CVV stocks, including company profile, shares outstanding, strategy, business segments, operations, officers, consolidated financial statements, financial notes and ownership information.

XNAS:CVV CVD Equipment Corp Quarterly Report 10-Q Filing - 6/30/2012
Name |  Ticker |  Star Rating |  Market Cap |  Stock Type |  Sector |  Industry Star Rating |  Investment Style |  Total Assets |  Category |  Top Holdings |  Top Sectors |  Symbol |  Title Star Rating |  Category |  Total Assets |  Top Holdings |  Top Sectors |  Symbol |  Name Title |  Date |  Author |  Collection |  Interest |  Popularity Topic |  Sector |  Key Indicators |  User Interest |  Market Cap |  Industry Name |  Ticker |  Star Rating |  Market Cap |  Stock Type |  Sector |  Industry Star Rating |  Investment Style |  Total Assets |  Category |  Top Holdings |  Top Sectors |  Symbol / Ticker |  Title Star Rating |  Category |  Total Assets |  Symbol / Ticker |  Name Title |  Date |  Author |  Collection |  Popularity |  Interest Title |  Date |  Company |  Symbol |  Interest |  Popularity Topic |  Sector |  Key Indicators |  User Interest |  Market Cap |  Industry Title |  Date |  Company |  Symbol |  Interest |  Popularity

Previous: XNAS:CVV CVD Equipment Corp Quarterly Report 10-Q Filing - 3/31/2012  |  Next: XNAS:CWBC Community West Bancshares Insider Activity 3 Filing - 1/5/2012