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, 2023
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the transition period from ____ to _____

Commission file number: 1-16525

CVD EQUIPMENT CORPORATION

(Name of Registrant 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)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	CVV	NASDAQ Capital Market

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 every Interactive Data File required to be submitted 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 such files). Yes ☑ No ☐

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

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☑	Smaller reporting company          ☑	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.         ☐

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: 6,814,047 shares of Common Stock, $0.01 par value at August 8, 2023.

CVD EQUIPMENT CORPORATION AND SUBSIDIARIES

Index

Part I - Financial Information
Item 1 – Condensed Consolidated Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets at June 30, 2023 and December 31, 2022	3
Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2023 and 2022	4
Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2023 and 2022	5
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2023 and 2022	6
Notes to Condensed Consolidated Financial Statements	7
Item 2 – Management's Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3 – Quantitative and Qualitative Disclosures About Market Risk	33
Item 4 – Controls and Procedures	33
Part II - Other Information
Item 1 – Legal Proceedings	35
Item 1A-Risk Factors	35
Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds	35
Item 3 – Defaults Upon Senior Securities	35
Item 4 – Mine Safety Disclosures	35
Item 5 – Other Information	35
Item 6 – Exhibits	36
Signatures	37

2

PART 1 – FINANCIAL INFORMATION

Item 1 – Financial Statements

CVD EQUIPMENT CORPORATION AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(in thousands, except share amounts)

(Unaudited)

	June 30, 2023		December 31, 2022
ASSETS
Current assets
Cash and cash equivalents	$	13,033	$	14,365
Accounts receivable, net		2,156		3,788
Contract assets		2,951		2,170
Inventories, net		4,150		2,538
Employee retention credit receivable		1,529		-
Other current assets		543		797
Total current assets		24,362		23,658
Employee retention credit receivable		-		1,529
Property, plant and equipment, net		12,300		12,596
Intangible assets, net		111		119
Other assets		10		10
Total assets	$	36,783	$	37,912
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	1,307	$	1,454
Accrued expenses		1,667		2,591
Current maturities of long-term debt		79		77
Contract liabilities		4,702		4,042
Total current liabilities		7,755		8,164
Long-term debt, net of current portion		309		349
Total liabilities		8,064		8,513
Stockholders’ equity: Common stock - $0.01 par value – 20,000,000 shares authorized; issued and outstanding 6,779,063 at June 30, 2023 and 6,760,938 at December 31, 2022		67		67
Additional paid-in capital		28,185		27,712
Retained earnings		467		1,620
Total stockholders’ equity		28,719		29,399
Total liabilities and stockholders’ equity	$	36,783	$	37,912

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

3

CVD EQUIPMENT CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(in thousands, except per share and share amounts)

(Unaudited)

	Three months ended						Six months ended
	June 30,						June 30,
	2023			2022			2023			2022
Revenue	$	5,069		$	5,809		$	13,764		$	10,461
Cost of revenue		3,681			4,368			9,943			8,254
Gross profit		1,388			1,441			3,821			2,207
Operating expenses
Research and development		559			569			1,161			879
Selling and shipping		428			332			847			605
General and administrative		1,360			1,287			2,960			2,443
Loss on disposition of Tantaline		162			-			162			-
Impairment charge		111			-			111			-
Total operating expenses		2,620			2,188			5,241			3,927
Operating loss		(1,232	)		(747	)		(1,420	)		(1,720	)
Other income (expense):
Interest income		107			13			227			31
Interest expense		(6	)		-			(12	)		(5	)
Foreign exchange income (expense)		15			(110	)		43			(147	)
Other income		13			6			20			5
Total other income, net		129			(91	)		278			(116	)
Loss before income tax		(1,103	)		(838	)		(1,142	)		(1,836	)
Income tax expense		10			1			11			1
Net loss	$	(1,113	)	$	(839	)	$	(1,153	)	$	(1,837	)
Loss per common share - basic	$	(0.16	)	$	(0.12	)	$	(0.17	)	$	(0.27	)
Loss per common share - diluted	$	(0.16	)	$	(0.12	)	$	(0.17	)	$	(0.27	)
Weighted average common shares
Basic		6,778,754			6,728,938			6,776,035			6,726,990
Diluted		6,778,754			6,728,938			6,776,035			6,726,990

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

4

CVD EQUIPMENT CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(in thousands, except share amounts)

(Unaudited)

Three months ended June 30, 2023 and 2022
	Common stock
	Shares		Par Value		Additional paid-in Capital		Retained Earnings			Total
Balance at April 1, 2023		6,778,438	$	67	$	27,920	$	1,580		$	29,567
Net loss		-		-		-		(1,113	)		(1,113	)
Stock-based compensation		-		-		262		-			262
Exercise of stock options and issuance of shares		625		-		3		-			3
Balance at June 30, 2023		6,779,063	$	67	$	28,185	$	467		$	28,719
Balance at April 1, 2022		6,728,938	$	67	$	27,374	$	846		$	28,287
Net loss		-		-		-		(839	)		(839	)
Stock-based compensation		-		-		92		-			92
Balance at June 30, 2022		6,728,938	$	67	$	27,466	$	7		$	27,540

Six months ended June 30, 2023 and 2022
	Common stock
	Shares		Par Value		Additional paid-in Capital		Retained Earnings			Total
Balance at January 1, 2023		6,760,938	$	67	$	27,712	$	1,620		$	29,399
Net loss		-		-		-		(1,153	)		(1,153	)
Stock-based compensation		-		-		397		-			397
Exercise of stock options and issuance of shares		18,125		-		76		-			76
Balance at June 30, 2023		6,779,063	$	67	$	28,185	$	467		$	28,719
Balance at January 1, 2022		6,723,438	$	67	$	27,277	$	1,844		$	29,188
Net loss		-		-		-		(1,837	)		(1,837	)
Stock-based compensation		5,500		-		189		-			189
Balance at June 30, 2022		6,728,938	$	67	$	27,466	$	7		$	27,540

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

5

CVD EQUIPMENT CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(in thousands)

(Unaudited)

	Six months ended
	June 30,
	2023			2022
Cash flows from operating activities:
Net loss	$	(1,153	)	$	(1,837	)
Adjustments to reconcile net loss to net cash used in operating activities:
Loss on disposition of Tantaline		162			-
Impairment charge		111
Stock-based compensation		397			189
Depreciation and amortization		392			402
Changes in assets and liabilities, net of effects of disposition of Tantaline:
Accounts receivable		1,592			(1,126	)
Contract assets		(781	)		(1,717	)
Inventories		(1,616	)		(825	)
Tax receivable		-			716
Other current assets		231			(35	)
Accounts payable		(57	)		261
Accrued expenses		(770	)		98
Contract liabilities		659			1,645
Net cash used in operating activities		(833	)		(2,229	)
Cash flows from investing activities:
Net cash used in connection with disposition of Tantaline		(312	)		-
Purchases of property and equipment		(225	)		(460	)
Capitalized patents costs		-			(47	)
Net proceeds from sale of assets		-			10
Net cash used in investing activities		(537	)		(497	)
Cash flows from financing activities
Proceeds from exercise of stock options		76			-
Payments of long-term debt		(38	)		(1,766	)
Net cash provided by (used in) financing activities		38			(1,766	)
Net decrease in cash and cash equivalents		(1,332	)		(4,492	)
Cash and cash equivalents at beginning of period		14,365			16,651
Cash and cash equivalents at end of period	$	13,033		$	12,159
Supplemental disclosure of cash flow information:
Income taxes paid	$	11		$	-
Interest paid	$	12		$	8

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

6

CVD EQUIPMENT CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(unaudited)

NOTE 1: BASIS OF PRESENTATION

The accompanying unaudited condensed 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, 2023 are not necessarily indicative of the results that can be expected for the year ending December 31, 2023.

The condensed consolidated balance sheet as of December 31, 2022 has been derived from the audited consolidated financial statements at such date, as filed on Form 10-K with the SEC on March 27, 2023, but does not contain all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with that report.

All material intercompany balances and transactions have been eliminated in consolidation.

Reclassifications

Certain reclassifications have been made to the prior period condensed consolidated financial statements to conform to the current period presentation. These reclassifications had no effect on net income (loss).

Liquidity

At June 30, 2023, the Company had $13.0 million in cash and cash equivalents. The Company anticipates that the existing cash and cash equivalents balance together with potential future income from operations, collections of existing accounts receivable, revenue from its existing backlog of products as of this filing date, the sale of inventory on hand, deposits and down payments against significant orders will be adequate to meet its working capital and capital equipment requirements, and its anticipated cash needs over the next 12 months from the date of issuance of the accompanying Form 10-Q.

7

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition

In accordance with FASB ASC 606 - Revenue from Contracts with Customers ("ASC 606"), the Company records revenue in an amount that reflects the consideration to which the Company expects to be entitled in exchange for goods or services promised to its customers. Under ASC 606, the Company follows a five-step model to: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price for the contract; (4) allocate the transaction price to the performance obligations; and (5) recognize revenue using one of the following two methods:

Over time

The Company designs, manufactures and sells custom chemical vapor deposition equipment through contractual agreements. These system sales require the Company to deliver functioning equipment that is generally completed within two to eighteen months from commencement of order acceptance. For systems sales that meet the criteria to recognize revenue over time, the Company recognizes revenue over time by using an input method based on costs incurred as it depicts the Company’s progress toward satisfaction of the performance obligation. For system sales that to not meet the criteria to recognize revenue over time based on the contract provisions, the Company recognize revenue based on point in time as discussed below.

Under this method, revenue arising from fixed price contracts is recognized as work is performed based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligations. Incurred costs include all direct material and labor costs and those indirect costs related to contract performance, such as supplies, tools, repairs and depreciation costs. Contract material costs are included in incurred costs when the project materials have been purchased or moved to work in process, and installed, as required by the project’s engineering design. Cost based input methods of revenue recognition require the Company to make estimates of costs to complete the projects. In making such estimates, significant judgment is required to evaluate assumptions related to the costs to complete the projects, including materials, labor and other system costs. If the estimated total costs on any contract are greater than the net contract revenues, the Company recognizes the entire estimated loss in the period the loss becomes known and can be reasonably estimated. There were no material impairment losses recognized on contract assets during the three and six months ended June 30, 2023 and 2022.

The timing of revenue recognition, billings and collections results in accounts receivables, unbilled receivables or contract assets and contract liabilities on our consolidated balance sheet. Under typical payment terms for our contracts accounted for over time, amounts are billed as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals or upon achievement of contractual milestones.

8

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Under ASC 606, payments received from customers in excess of revenue recognized to-date results in a contract liability. These contract liabilities are not considered to represent a significant financing component of the contract because we believe these cash advances and deposits are generally used to meet working capital demands which can be higher in the earlier stages of a contract. Also, advanced payments and deposits provide us with some measure of assurance that the customer will perform on its obligations under the contract.

Contract assets include unbilled amounts typically resulting from system sales under contracts and represents revenue recognized that exceeds the amount billed to the customer.

Contract liabilities include advance payments and billings in excess of revenue recognized. The Company typically receives down payments upon receipt of order and progress payments as the system is manufactured.

Contract assets and contract liabilities are classified as current as these contracts in progress are expected to be substantially completed within the next twelve months.

Point in time

For non-system sales of products and services, revenue is recognized at the point in time when control of the promised products or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products or services (the transaction price). A performance obligation is a promise in a contract to transfer a distinct product or service to a customer and is the unit of account under ASC 606, “Revenue from Contracts with Customers”.

For any system equipment sales where the equipment would have an alternative use or where the contract provisions of the contract preclude the use of over time revenue recognition, revenue is recognized at the point in time when control of the equipment is transferred to the customer. For the three and six months ended June 30, 2023 and 2022, all system equipment sales were recorded over time by using an input method except for one system equipment contract in 2023 where the revenue will be recognized at the point in time when the equipment is transferred to the customer.

Inventories

Inventories are valued at the lower of cost (determined on the first-in, first-out method) or net realizable value.

9

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Product Warranty

The Company typically provides standard warranty coverage on its systems for one year from the date of final acceptance or fifteen months from the date of shipment by providing labor and parts necessary to repair the systems during the warranty period. The Company records the estimated warranty cost when revenue is recognized on the related system. Warranty cost is included in “Cost of revenue” in the condensed consolidated statements of operations. The estimated warranty cost is based on the Company’s historical cost. The Company updates its warranty estimates based on actual costs incurred.

Recent Accounting Standards

In June 2016, the FASB issued Accounting Standard Update (“ASU”) 2016-13, Financial Instruments – Credit Losses (Topic 326), which require that financial assets measured at amortized cost be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset to present the net carrying value at the amount expected to be collected. The income statement reflects the measurement of credit losses for newly recognized financial assets, as well as the increase or decreases of expected credit losses that have taken place during the period. The measurement of expected credit losses is based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. On November 15, 2019, the FASB delayed the effective date for smaller reporting companies. The amendments in this update are effective for fiscal years beginning after December 15, 2022 and interim periods within those annual periods. The adoption of the ASU 2016-3 as of January 1, 2023 did not have a material impact on the Company’s financial position.

The Company believes there is no additional new accounting guidance adopted, but not yet effective that is relevant to the readers of its 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

Cash and cash equivalents

The Company had cash and cash equivalents of $13.0 million and $14.4 million at June 30, 2023 and December 31, 2022, respectively. The Company invests excess cash in U.S. treasury bills, certificates of deposit or deposit accounts, all with maturities of less than three months. Cash equivalents consisting of U.S. treasury bills were $10.0 million and $11.7 million at June 30, 2023 and December 31, 2022, respectively.

10

NOTE 3: CONCENTRATION OF CREDIT RISK (continued)

The Company places most of its temporary cash investments in the United States with financial institutions, which from time to time may exceed the Federal Deposit Insurance Corporation limit. The amount at risk at June 30, 2023 and December 31, 2022 was $2.6 million and $1.5 million, respectively. The Company’s cash balance at its Tantaline subsidiary based in Denmark exceeded the government guarantee limit by approximately $0.5 million at December 31, 2022.

Account receivable

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.

Accounts receivable are presented net of an allowance for doubtful accounts of approximately $36,000 at both June 30, 2023 and December 31, 2022. The allowance is based on prior experience and management’s evaluation of the collectability of accounts receivable. Measurement of credit losses requires consideration of historical loss experience, including the need to adjust for changing business conditions, and judgments about the probable effects of relevant observable data, including present economic conditions such as delinquency rates and the financial health of specific customers. Future changes to the estimated allowance for doubtful accounts could be material to our results of operations and financial condition.

At June 30, 2023, the accounts receivable balance included amounts from two customers that totaled 46% of total accounts receivable and at December 31, 2022, the accounts receivable balance included amounts from two customers that totaled 66% of total accounts receivable.

Sales concentration

Revenue from a single customer in any one period can exceed 10% of our total revenues. During the three months ended June 30, 2023, four customers exceeded 10% of revenues, representing 16%, 16%, 11% and 10% of revenues, and during the six months ended June 30, 2023, two customers exceeded 10%, representing 21% and 16% of revenues.

During the three months ended June 30, 2022, two customers exceeded 10% of revenues, representing 24% and 15% of revenues, and during the six months ended June 30, 2022, two customers exceeded 10%, representing 16% and 12% of revenues.

11

NOTE 4: REVENUE RECOGNITION

The following table represents a disaggregation of revenue for the three and six months ended June 30, 2023 and 2022 (in thousands):

	Three months ended June 30, 2023
	Over time		Point in time		Total
Energy	$	760	$	38	$	798
Aerospace		-		604		604
Industrial		1,085		915		2,000
Research		1,184		483		1,667
Total	$	3,029	$	2,040	$	5,069

	Three months ended June 30, 2022
	Over time		Point in time		Total
Energy	$	2,024	$	219	$	2,243
Aerospace		-		520		520
Industrial		1,450		725		2,175
Research		299		572		871
Total	$	3,773	$	2,036	$	5,809

	Six months ended June 30, 2023
	Over time		Point in time		Total
Energy	$	3,276	$	52	$	3,328
Aerospace		264		855		1,119
Industrial		4,756		1,127		5,883
Research		2,456		978		3,434
Total	$	10,752	$	3,012	$	13,764

	Six months ended June 30, 2022
	Over time		Point in time		Total
Energy	$	2,923	$	226	$	3.149
Aerospace		-		1,221		1,221
Industrial		2,446		1,597		4,043
Research		1,005		1,043		2,048
Total	$	6,374	$	4,087	$	10,461

12

NOTE 4: REVENUE RECOGNITION (continued)

The energy market includes customers involved in the manufacture of silicon carbide wafers and batteries. Aerospace market includes customers that manufacture aircraft engines. Industrial end market consists of various end customers in diverse industries. Research market principally represents customers that are universities and other research institutions.

The Company has unrecognized contract revenue of approximately $4.5 million at June 30, 2023, which it expects to substantially recognize as revenue within the next twelve months based on over time revenue recognition. The Company also has orders of approximately $12.1 million for equipment contracts that it expects to recognize with the next twelve months based on point in time revenue recognition.

Judgment is required to evaluate assumptions including the amount of net contract revenues and the total estimated costs to determine our progress towards contract completion and to calculate the corresponding amount of revenue to recognize.

Changes in estimates for sales of systems may occur for a variety of reasons, including but not limited to (i) build accelerations or delays, (ii) product cost forecast changes, (iii) cost related change orders or add-ons, or (iv) changes in other information used to estimate costs. Changes in estimates may have a material effect on the Company’s Consolidated Statements of Operations.

Contract assets and liabilities

Contract assets and contract liabilities on input method type contracts in progress are summarized as follows as of June 30, 2023 (in thousands):

Costs incurred on contracts in progress	$	14,062
Estimated earnings		9,975
		24,037
Billings to date		(25,525	)
		(1,488	)
Deferred revenue related to non-system contracts		(263	)
	$	(1,751	)
Included in accompanying condensed consolidated balance sheet as of June 30, 2023 under the following captions (in thousands):
Contract assets	$	2,951
Contract liabilities	$	4,702

Of the contract liability balances at December 31, 2022 and 2021 of $4.0 million and $1.7 million, respectively, $2.6 million and $1.6 million was recognized as revenue during the six months ended June 30, 2023 and 2022, respectively.

13

NOTE 5: INVENTORIES, NET

Inventories consist of:
	June 30, 2023		December 31, 2022
Raw materials	$	2,543	$	2,165
Work-in-process		1,607		373
Total	$	4,150	$	2,538

NOTE 6: LONG-TERM DEBT

In September 2022, the Company entered into a loan agreement to fund the acquisition of machinery. The loan amount of $432,000, is payable in 60 equal monthly installments of $8,352 and secured by equipment. The interest rate is 6%.

NOTE 7: EARNINGS PER SHARE

The calculation of basic and diluted weighted average common shares outstanding for the three and six months ended June 30, 2023 and 2022 is as follows:

	Three months ended June 30,				Six months ended June 30,
	2023		2022		2023		2022
Basic weighted average common shares outstanding		6,778,754		6,728,938		6,776,035		6,726,990
Dilutive effect of options and unvested restricted stock		-		-		-		-
Diluted weighted average shares outstanding		6,778,754		6,728,938		6,776,035		6,726,990

14

NOTE 7: EARNINGS PER SHARE (continued)

At June 30, 2023, stock options to purchase 905,125 shares of common stock were outstanding and 273,000 were exercisable. At June 30, 2022, stock options to purchase 599,500 shares of common stock were outstanding and 297,500 were exercisable.

For the three and six months ended June 30, 2023 and 2022, all stock options were excluded in the computation of diluted earnings per share because their effect was antidilutive.

NOTE 8: STOCK-BASED COMPENSATION EXPENSE

The Company recorded stock-based compensation for the three and six months ended June 30, 2023 and 2022, respectively, that were included in the following line items in our Consolidated Statements of Operations (in thousands):

	Three months ended June 30,				Six months ended June 30,
	2023		2022		2023		2022
Cost of revenue	$	41	$	9	$	60	$	17
Research and development		45		13		65		26
Selling		31		5		42		11
General and administrative		145		65		230		135
Total	$	262	$	92	$	397	$	189

Stock-based compensation expense in both three month periods ended June 30, 2023 and 2022 included approximately $40,000 related to restricted stock awards that directors are entitled to receive pursuant to the Director Compensation plan. Stock-based compensation expense in both six month periods ended June 30, 2023 and 2022 included approximately $80,000 related to restricted stock awards that directors are entitled to receive pursuant to the Director Compensation plan. Under this plan each of the four independent directors is entitled to an Annual Equity Retainer in the amount of $40,000, to be granted on the date of the Company’s annual meeting of shareholders.

For the six months ended June 30, 2023, the Company granted 254,000 stock options, vesting 25% per year over four years, with a ten-year life. The Company determined the weighted average fair value of stock options granted was $9.27 and is based upon weighted average assumptions below.

Stock price	$	14.02
Exercise price	$	14.02
Dividend yield		0	%
Expected volatility		72	%
Risk-free interest rate		3.39	%
Expected life (in years)		6.00

15

NOTE 8: STOCK-BASED COMPENSATION EXPENSE (continued)

The following table summarizes stock options awards through June 30, 2023:

				Weighted
	Stock Option			Average
	Awards			Exercise
	(in shares)			Price
Outstanding at January 1, 2023		673,000		$	5.70
Granted		244,000			14.11
Exercised		(17,500	)		4.19
Outstanding at March 31, 2023		899,500			8.01
Granted		10,000			11.87
Exercised		(625	)		4.71
Forfeited		(3,750	)		4.01
Outstanding at June 30, 2023		905,125		$	8.07

The following table summarizes information about the outstanding and exercisable options at June 30, 2023 by ranges of exercise prices:

			Options Outstanding								Options Exercisable
					Weighted		Weighted						Weighted
					Average		Average						Average
Exercise			Number		Remaining		Exercise		Intrinsic		Number		Exercise		Intrinsic
Price Range			Outstanding		Contractual		Price		Value		Exercisable		Price		Value
$4.00	-	7.00		511,125		8.3	$	4.55	$	1,443,308		133,000	$	4.45	$	388,093
$7.01	-	10.00		20,000		4.8	$	8.07	$	-		20,000	$	8.07	$	-
$10.01	-	13.00		130,000		4.5	$	11.51	$	-		120,000	$	10.52	$	-
$13.01	-	16.00		244,000		9.7	$	14.11	$	-		-		-	$	-

As of June 30, 2023, there was $3.0 million of unrecognized compensation costs related to stock options expected to be recognized over a weighted average period of 3.4 years.

NOTE 9: INCOME TAXES

As of June 30, 2023 and December 31, 2022, the Company has provided a full valuation allowance against its net deferred tax assets. This was based on management’s assessment, including the last four years of operating losses, that it is more likely than not that the net deferred tax assets may not be realized in the future. Management continues to evaluate for potential utilization of the Company’s net deferred tax asset, which has been fully reserved for, on a quarterly basis, reviewing our economic models, including projections of future operating results.

16

NOTE 10: SEGMENT REPORTING

The Company operates through three segments: CVD Equipment, Stainless Design Concepts (“SDC”) and CVD Materials. The CVD Equipment segment manufactures and sells chemical vapor deposition, physical vapor transport and similar equipment. The SDC segment designs and manufactures ultra-high purity gas and chemical delivery control systems. The CVD Materials segment provides material coatings for aerospace, medical, electronic and other applications and is not considered a core business of the Company. See Note 11 for the disposition of the Tantaline subsidiary and planned disposition of the MesoScribe subsidiary which comprise the CVD Materials segment. The Company evaluates performance based on several factors, of which the primary financial measure is income (loss) before taxes.

The Company’s corporate administration activities are reported in the “Corporate” column. These activities primarily include expenses related to certain corporate officers and support staff, expenses related to the Company’s Board of Directors, stock option expense for options and shares of restricted stock granted to corporate administration employees, certain consulting expenses, investor and shareholder relations activities, and all of the Company’s legal, auditing and professional fees.

Elimination entries included in the “Eliminations” column represent intersegment revenues and cost of revenues that are eliminated in consolidation. Intersegment sales by the SDC segment to the CVD Equipment segment for the three months ended June 30, 2023 and 2022 were $138,000 and $380,000, respectively and $266,000 and $425,000 for the six months ended June 30, 2023 and 2022, respectively. Intersegment sales by the CVD Equipment segment to the SDC segment for the three months and six months ended June 30, 2023 were $65,000. There were no intersegment sales by the CVD Equipment segment to the SDC segment in 2022.

The following table presents certain information regarding the Company’s segments as of and for the three months ended June 30, 2023 and 2022 (in thousands):

2023
	CVD Equipment			SDC		CVD Materials			Eliminations			Corporate			Consolidated
Assets	$	32,139		$	4,189	$	483		$	(28	)	$	-		$	36,783
Revenue	$	3,134		$	1,795	$	342		$	(202	)	$	-		$	5,069
Operating (loss) income		(445	)		363		(224	) *		(28	)		(898	)		(1,232	)
Pretax (loss) income		(445	)		364		(203	) *		(28	)		(791	)		(1,103	)
Depreciation and amortization	$	136		$	12	$	79		$	-		$	-		$	227
Purchase of property, plant & equipment	$	78		$	-	$	-		$	-		$	-		$	78

2022
	CVD Equipment			SDC		CVD Materials		Eliminations			Corporate			Consolidated
Assets	$	23,661		$	8,474	$	1,913	$	68		$	-		$	34,116
Revenue	$	3,782		$	1,591	$	816	$	(380	)	$	-		$	5,809
Operating (loss) income		(469	)		227		253		-			(758	)		(747	)
Pretax (loss) income		(450	)		227		143		-			(758	)		(838	)
Depreciation and amortization	$	116		$	12	$	23	$	-		$	-		$	151
Purchase of property, plant & equipment	$	283		$	-	$	-	$	-		$	-		$	283

* Includes loss on sale of Tantaline of $0.2 million and impairment charge related to MesoScribe fixed assets of $0.1 million.

17

The following table presents certain information regarding the Company’s segments as of and for the six months ended June 30, 2023 and 2022 (in thousands):

2023
	CVD Equipment			SDC		CVD Materials			Eliminations			Corporate			Consolidated
Revenue	$	8,979		$	4,107	$	1,009		$	(331	)	$	-		$	13,764
Operating (loss) income		(267	)		994		(143	) *		(28	)		(1,976	)		(1,420	)
Pretax (loss) income		(265	)		996		(95	) *		(28	)		(1,750	)		(1,142	)
Depreciation and amortization	$	267		$	24	$	101		$	-		$	-		$	392
Purchase of property, plant & equipment	$	215		$	10	$	-		$	-		$	-		$	225

2022
	CVD Equipment			SDC		CVD Materials		Eliminations			Corporate			Consolidated
Revenue	$	6,607		$	3,006	$	1,273	$	(425	)	$	-		$	10,461
Operating (loss) income		(1,236	)		670		284		-			(1,438	)		(1,720	)
Pretax (loss) income		(1,204	)		670		136		-			(1,438	)		(1,836	)
Depreciation and amortization	$	332		$	25	$	45	$	-		$	-		$	402
Purchase of property, plant & equipment	$	428		$	2	$	30	$	-		$	-		$	460

* Includes loss on sale of Tantaline of $0.2 million and impairment charge related to MesoScribe fixed assets of $0.1 million.

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NOTE 11: CVD MATERIALS – TANTALINE AND MESOCRIBE SUBSIDIAIRES

Tantaline Subsidiary

On May 26, 2023, the Company sold its Tantaline subsidiary located in Nordborg, Denmark in exchange for a nominal amount at closing and an earn-out provision based on any net income that Tantaline may earn during the five-year period ending December 31, 2027. The Company recorded a loss of $0.2 million upon the sale. Any earn-out amounts will be recognized when and if any such amounts become probable of receipt.

The decision to sell Tantaline was based on the Company’s ongoing strategy to focus on the equipment business consisting of the CVD Equipment and SDC segments and reduce its focus on the non-core CVD Materials business.

Including the loss on disposition of $0.2 million, the revenues and net loss of Tantaline were $44,000 and $0.2 million respectively, for the three months ended June 30, 2023 and the revenues and net income of Tantaline were $0.5 million and $0.1 million, respectively, for the six months ended June 30, 2023. The total assets and total liabilities of the Tantaline subsidiary were $1.1 million and $0.4 million as of December 31, 2022.

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NOTE 11: CVD MATERIALS – TANTALINE AND MESOCRIBE SUBSIDIAIRES (continued)

MesoScribe Subsidiary

During the three months ended June 30, 2023, the Company entered into negotiations with a third party to sell certain assets and license certain propriety information of MesoScribe.

On August 8, 2023, the Company entered into a Purchase and License Agreement (“the Agreement”) with the third-party. Pursuant to the Agreement, the Company will sell certain proprietary assets relating to its plasma spray technology and material deposition system and grant a non-exclusive license to use certain of the Company's related intellectual property as more fully described in the Agreement, for an aggregate purchase price of $0.9 million. The purchase price is payable in several installments and contingent upon certain performance metrics and other milestones.

The Company will continue to fulfill remaining orders for MesoScribe products through the end of 2023 at which time it plans to cease the remaining operations of MesoScribe and dispose of any remaining equipment. During the three and six months ended June 30, 2023, the Company recorded an impairment charge of $0.1 million for certain equipment of MesoScribe based on its decision to cease the remaining operations by the end of 2023.

Including the impairment charge of $0.1 million, the revenues and net income of MesoScribe were $0.3 million and $0.1 million for the three months ended June 30, 2023. The revenue and net income were $0.5 million and $0.1 million respectively, for the six months ended June 30, 2023.

The total assets and total liabilities of the MesoScribe subsidiary were $0.4 million and $48,000, respectively, as of June 30, 2023 and $0.8 million and $0.1 million, respectively, as of December 31, 2022.

NOTE 12: RISKS AND UNCERTAINTIES

The Company currently operates in a challenging economic environment as the global economy continues to confront the impacts from the pandemic, geopolitical conflicts, inflationary pressures and adverse supply chain disruptions. The specific impacts on the Company have included:

Significant geopolitical developments across Europe and Asia (including the war in Ukraine) have and may continue to restrict the Company’s ability to procure raw materials and components such as nickel and integrated circuits, as well as impact the Company’s ability to sell its products into China, Russia and other Eastern European and Asian regions.

Supply chain disruptions have led to much longer lead times to acquire raw materials for production and has led to inflationary pressures in both materials and labor. These supply chain disruptions have impacted the Company’s ability to recognize revenue more timely as it delays the Company’s manufacturing processes.

While management has initiated actions to mitigate the potential negative impacts to its revenue and profitability, the Company is unable to predict the impact that the above uncertainties will have on its future results of operations and cash flows.

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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 Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. These statements involve known and unknown risks and uncertainties that may cause our actual results or outcomes to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are based on various factors and are 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 our existing and potential future product lines of business, including our PVT150 system;

● our ability to attract and retain key personnel and employees;

● our ability to obtain financing on acceptable terms if and when needed;

● uncertainty as to our ability to develop new products for the high power electronics market including our plan to develop a PVT200 to grow silicon carbide crystals for 200mm wafters and epitaxy equipment for silicon carbide waters;

● uncertainty as to our future profitability;

● uncertainty as to any future expansion of the Company;

● uncertainty as to our ability to adequately obtain raw materials and components from foreign markets in light of geopolitical developments, and

● uncertainty as to our ability to timely acquire raw materials for production due to supply chain disruptions.

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. We assume 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 performance is no guaranty of future results.

21

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.

Executive Summary

We have served the advanced materials markets with chemical vapor and thermal process equipment for over 40 years. CVD designs, develops, and manufactures a broad range of chemical vapor deposition, thermal process, gas control, and other state-of-the-art equipment and process solutions used to develop and manufacture materials and coatings for industrial applications and research. To learn more about CVD’s systems and offerings, visit www.cvdequipment.com.

Business Update

Our core strategy is to focus on growth market applications in end-user markets related to the “electrification of everything” and aerospace. The phrase “electrification of everything” refers to the shift from fossil fuels to the use of electricity to power devices, buildings, electric vehicles or EVs, and many other applications. With respect to aerospace, our systems are being used by our customers to produce ceramic matrix composite materials or CMCs that will be used in next generation jet engines with the objective of reducing jet fuel consumption and contributing to the decarbonization of that industry.

During 2021, we received the first six (6) orders for our PVT150 system that is used by our customer to grow silicon carbide crystals. These crystals are then further processed into silicon carbide wafters by our customer and later processed into integrated circuits and other devices. Devices based on silicon carbide have been shown to reduce energy consumption in EVs and reduce the need for additional cooling elements. During 2022, we received an additional 24 orders from the same customer. We also launched our marketing campaign for the PVT150 in the first quarter of 2023 as we seek orders from other potential customers.

During 2022, we completed the production of a system for a customer that deposits coatings onto powders used in silicon-graphite anodes that has the objective of increasing EV battery performance while lowering cost.

We believe recent orders we received from a major aerospace company for the production of chemical vapor infiltration system reflects the beginnings of a recovery in aircraft manufacturing. In prior years, we had sold Tow-Coating Systems to manufacture CMCs to another major jet engine manufacturer and have an installed base of such systems at that customer.

During the six months ended June 30, 2023, new order bookings approximated $15.8 million, representing a decrease of approximately $1.0 million or 6% as compared to bookings of $16.7 million in six months ended June 30, 2022. CVD Equipment’s orders in the first half of 2023 were driven by demand in two of our three strategic markets. Aerospace attributed approximately $8.7 million of multiple systems orders during the six months ended June 30, 2023 that will ship over the next 12 months. Also contributing to the order bookings in 2023 was a battery nanomaterial production system of approximately $1.8 million.

22

Our PVT150 system which was launched in 2022 with an initial 20 systems shipped in 2022, and a follow-on order of 10 systems to the same customer of which 8 units shipped in the second quarter of 2023 and the balance will be shipped in the second half of 2023. In the first quarter of 2023, the PVT150 system was launched to the broader customer market and we are engaged in discussions with several potential customers.  There were no PVT150 orders received in the first six months of 2023. The uncertainty as to the receipt and timing of orders for our PVT150 system contributes to the overall quarter to quarter fluctuation in orders.

Our backlog increased from $17.8 million at December 31, 2022 to $18.8 million at June 30, 2023 as orders were in excess of revenues by approximately $2.0 million. In addition, the backlog was reduced by $0.5 million related to the sale of Tantaline and $0.6 million related to the planned wind down of MesoScribe.

Historically, our orders have fluctuated based on end user market conditions, adoption of our new products and acceptance of our products. The order rate as well as other factors in our manufacturing process ultimately impacts the timing of revenue recognition whether accounted for over time or at a point in time. In addition, system revenue that will be recognized based on point in time will result in fluctuations in revenue recognized at the point in time when control of the promised products or services is transferred to the Company’s customers.

Accordingly, orders received from customers and the corresponding revenue recognized may fluctuate from quarter to quarter.  The sales cycle for our equipment is typically six months, but can range up to twelve to eighteen months, depending on the application and product stage of the equipment. The order cycle to manufacture and test a system also will vary from six to eighteen months for our CVD Equipment segment and two to twelve months for our SDC segment, depending on system complexity and magnitude of the system.

23

Results of Operations

Three Months Ended June 30, 2023 and 2022

The following table presents revenue and expense line items reported in our Consolidated Statements of Operations for the three months ended June 30, 2023 and 2022 and the period-over-period dollar and percentage changes for those line items (in thousands, except percentages).

	Three months ended June 30
	2023			2022			Change			Percent
Revenue	$	5,069		$	5,809		$	(740	)		(12.7	%)
Cost of revenue		3,681			4,368			(687	)		(15.7	%)
Gross profit		1,388			1,441			(53	)		(3.7	%)
Gross profit percentage		27.4	%		24.8	%
Operating expenses:
Research and development		559			569			(10	)		(1.8	%)
Selling		428			332			96			28.9	%
General and administrative		1,360			1,287			73			5.7	%
Loss on disposition of Tantaline		162			-			162			*
Impairment charge		111			-			111			*
Total operating expenses		2,620			2,188			432			19.7	%
Operating loss		(1,232	)		(747	)		(485	)		(64.9	%)
Other income (expense):
Interest income		107			13			94			*
Interest expense		(6	)		-			(6	)		*
Foreign exchange income (expense)		15			(110	)		125			*
Other income		13			6			7			*
Total other income (expense), net		129			(91	)		220			*
Loss before income taxes		(1,103	)		(838	)		(265	)		(31.6	%)
Income tax expense		10			1			9			*
Net loss	$	(1,113	)	$	(839	)	$	(274	)		(32.7	%)
Revenue (net of intersegment sales)
CVD Equipment	$	3,069		$	3,782		$	(713	)		(18.9	%)
SDC		1,658			1,211			447			36.9	%
CVD Materials		342			816			(474	)		(58.1	%)
Total	$	5,069		$	5,809		$	(740	)		(12.7	%)

* Not meaningful

24

Revenue

Our revenue for the three months ended June 30, 2023 was $5.1 million compared to $5.8 million for the three months ended June 30, 2022, a decrease of 12.7%.

The decrease in revenue versus the prior year period was primarily attributable to lower revenue of $0.7 million from the CVD Equipment segment related to lower equipment revenue, a $0.4 million increase in revenue from our SDC segment and a $0.5 million decrease from the CVD Materials segment. The decrease in revenue in the period was principally the result of lower PVT equipment revenues at CVD Equipment and the sale of the Tantaline subsidiary that is part of the CVD Materials segment.

Our order backlog at June 30, 2023 was approximately $18.8 million as compared to $17.8 million at December 31, 2022. Our backlog at June 30, 2023 consists of $4.5 million related to remaining performance obligations of contracts in progress and not yet started, $12.1 million of system sales that will be recognized based on point in time and $2.2 million represents non-system orders received from customers. Historically, our revenues and orders have fluctuated based on changes in order rate as well as other factors in our manufacturing process that impacts the timing of revenue recognition. In addition, system revenue that will be recognized based on point in time will result in fluctuations in revenue recognized at the point in time when control of the promised products or services is transferred to the Company’s customers. Accordingly, orders received from customers and revenue recognized may fluctuate from quarter to quarter.

The revenue contributed by the CVD Equipment segment for the three months ended June 30, 2023 of $3.1 million represented 60.5% of overall revenue as compared to $3.8 million or 65.1% of overall revenue for the three months ended June 30, 2022. The decrease in revenues of $0.7 million or 18.9% resulted principally from less PVT150 revenues in the current quarter as compared to the prior year quarter.

25

The revenue contributed by the SDC segment for the three months ended June 30, 2023 of $1.7 million represented 32.7% of overall revenue as compared to $1.2 million or 20.8% of overall revenue for the three months ended June 30, 2022. Revenue for our SDC segment increased $0.4 million or 36.9% due to increased orders and strong demand for the SDC’s gas and chemical delivery system products as compared to the prior year. The demand and related bookings for SDC’s products are subject to fluctuation depending on changes in market demand.

The revenue contributed by the CVD Materials segment for the three months ended June 30, 2023 of $0.3 million represented 6.7% of our overall revenue as compared to $0.8 million or 14.0% of overall revenue for the three months ended June 30, 2022. The decline was principally due to the sale of the Tantaline subsidiary during the quarter.

Gross Profit

Gross profit for the three months ended June 30, 2023 was $1.4 million, with a gross profit margin of 27.4%, compared to a gross profit of $1.4 million and a gross profit margin of 24.8% for the three months ended June 30, 2022. The decrease in gross profit of $53,000 was primarily due to lower revenues that was offset by an improved product mix as compared to the prior period.

Research and Development

For the three months ended June 30, 2023, research and development expenses were $0.6 million, or 11.0% of revenue as compared to $0.6 million, or 9.8% for the three months ended June 30, 2022. The small decrease in 2023 was the result of lower bonus accruals that were partially offset by increased personnel and employee-related costs to develop new products for key growth markets and lower production volumes.

General engineering support and expenses related to the development of more standardized products and value-added development of existing products are reflected as part of research and development expense. General engineering support and expenses are charged to costs of goods sold when work is performed directly on a customer order.

Selling

Selling expenses were $0.4 million or 8.4% of the revenue for the three months ended June 30, 2023 as compared to $0.3 million or 5.7% for the three months ended June 30, 2022. The increase in 2023 was primarily the result of increased personnel and employee-related costs to support increased marketing efforts.

General and Administrative

General and administrative expenses for the three months ended June 30, 2023 were $1.4 million or 26.8% of revenue compared to $1.3 million or 22.2% of revenue for the three months ended June 30, 2022, an increase of $0.1 million. The increase in expenses was principally due increases in personnel and employee-related costs and professional fees offset by lower bonus accruals.

During the three months ended June 30, 2023, the Company revised its estimated bonus accrual as of June 30, 2023. This resulted in an adjustment of $0.2 million to reverse a portion of the 2023 bonus that was accrued as of March 31, 2023. The impact of this reversal on general administrative expense was a reduction of $0.1 million. The impact of this reversal also resulted in reductions of expenses for cost of revenue of $41,000, research and development of $56,000 and selling expenses of $24,000 during the three months ended June 30, 2023.

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Loss on Disposition of Tantaline

This item represents the net loss on the sale of our Tantaline subsidiary including professional fees.

Impairment Charge

This item represents the loss on the impairment of certain assets of MesoScribe based on the decision at June 30, 2023 to dispose of the subsidiary in the second half of 2023.

Other Income (Expense), Net

Other income (expense), net was $129,000 for the three months ended June 30, 2023 as compared to other income (expense), net of ($91,000) for the three months ended June 30, 2022. The change was principally due to an increase in interest income due to higher interest rates and increased amounts invested in U.S. treasury bills and a reduction in the foreign exchange loss.

Income Taxes

We continue to evaluate the potential utilization of our deferred tax asset, which has been fully reserved for, on a quarterly basis, by reviewing our economic models, including projections of future operating results.

27

Six Months Ended June 30, 2023 versus June 30, 2022

The following table presents revenue and expense line items reported in our Consolidated Statements of Operations for the six months ended June 30, 2023 and 2022 and the period-over-period dollar and percentage changes for those line items (in thousands, except percentages).

	Sic months ended June 30
	2023			2022			Change			Percent
Revenue	$	13,764		$	10,461		$	3,303			31.6	%
Cost of revenue		9,943			8,254			1,689			20.5	%
Gross profit		3,821			2,207			1,614			73.1	%
Gross profit percentage		27.8	%		21.1	%
Operating expenses:
Research and development		1,161			879			282			32.1	%
Selling		847			605			242			40.0	%
General and administrative		2,960			2,443			517			21.2	%
Loss on disposition of Tantaline		162			-			162			*
Impairment charge		111			-			111			*
Total operating expenses		5,241			3,927			1,314			33.5	%
Operating loss		(1,420	)		(1,720	)		300			17.4	%
Other income (expense):
Interest income		227			31			196			*
Interest expense		(12	)		(5	)		(7	)		*
Foreign exchange income (expense)		43			(147	)		190			*
Other income		20			5			15			*
Total other income (expense), net		278			(116	)		394			*
Loss before income taxes		(1,142	)		(1,836	)		694			37.8	%
Income tax expense		11			1			10			*
Net loss	$	(1,153	)	$	(1,837	)	$	684			37.2	%
Revenue (net of intersegment sales)
CVD Equipment	$	8,914		$	6,607		$	2,307			34.9	%
SDC		3,841			2,581			1,260			48.8	%
CVD Materials		1,009			1,273			(264	)		(20.7%	)
Total	$	13,764		$	10,461		$	3,303			31.6	%

* Not meaningful

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Revenue

Our revenue for the six months ended June 30, 2023 was $13.8 million compared to $10.5 million for the six months ended June 30, 2022, an increase of 31.6%.

The increase in revenue versus the prior year period was primarily attributable to increased revenue of $2.3 million from the CVD Equipment segment related to equipment sales and spare parts, a $1.3 million increase in revenue from our SDC segment and a $0.3 million decrease from the CVD Materials segment. The increase in revenue in the period was principally the result of the recognition of revenue associated with additional equipment contracts and from higher PVT150 revenues. Revenue related to PVT150 systems sold to one customer represented 21.0% of our total revenues and 32.4% of CVD Equipment segment revenues during the six months ended June 30, 2023. We recognized revenue on this contract as we construct the equipment for our customer.

The revenue contributed by the CVD Equipment segment for the six months ended June 30, 2023 of $8.9 million represented 64.8% of overall revenue as compared to $6.6 million or 63.2% of overall revenue for the six months ended June 30, 2022. The increase in revenues of $2.3 million or 34.9% resulted principally related revenue associated additional equipment contracts and higher revenues from our PVT150 system contract.

The revenue contributed by the SDC segment for the six months ended June 30, 2023 of $3.8 million represented 27.9% of overall revenue as compared to $2.6 million or 24.7% of overall revenue for the six months ended June 30, 2022. Revenue for our SDC segment increased $1.3 million or 48.8% due to increased orders and strong demand for the SDC’s gas and chemical delivery system products as compared to the prior year. The demand and related bookings for SDC’s products are subject to fluctuation depending on market demand.

The revenue contributed by the CVD Materials segment for the six months ended June 30, 2023 of $1.0 million represented 7.3% of our overall revenue as compared to $1.3 million or 12.2% of overall revenue for the six months ended June 30, 2022. The decrease in revenue was principally due to the sale of Tantaline in May 2023.

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Gross Profit

Gross profit for the six months ended June 30, 2023 was $3.8 million, with a gross profit margin of 27.8%, compared to a gross profit of $2.2 million and a gross profit margin of 21.1% for the six months ended June 30, 2022. The increase in gross profit of $1.6 million was primarily the result of leveraging fixed costs on higher sales levels and an improved product mix offset by certain component cost increases and higher compensation costs.

Research and Development

For the six months ended June 30, 2023, research and development expenses were $1.2 million, or 8.4% of revenue as compared to $0.9 million, or 8.4% for the six months ended June 30, 2022. The increase in 2023 was the result of increased personnel and employee-related costs to develop new products for key growth markets offset by lower bonus expense.

General engineering support and expenses related to the development of more standardized products and value-added development of existing products are reflected as part of research and development expense. General engineering support and expenses are charged to costs of goods sold when work is performed directly on a customer order.

Selling

Selling expenses were $0.8 million or 6.2% of the revenue for the six months ended June 30, 2023 as compared to $0.6 million or 5.8% for the six months ended June 30, 2022. The increase in 2023 was primarily the result of increased personnel and employee-related costs to support increased marketing efforts as well as increase in trade shows and other marketing expenses.

General and Administrative

General and administrative expenses for the six months ended June 30, 2023 were $3.0 million or 21.5% of revenue compared to $2.4 million or 23.4% of revenue for the six months ended June 30, 2022, an increase of $0.5 million. The increase in expenses was principally due to increases in personnel and employee-related costs to support the growth of our business and higher professional fees of $0.2 million offset by lower bonus expense.

Loss on disposition of Tantaline

This item represents the net loss on the sale of our Tantaline subsidiary including professional fees.

Impairment Charge

This item represents the loss on the impairment of certain assets of MesoScribe based on the decision to dispose of the subsidiary in the second half of 2023.

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Other Income (Expense), Net

Other income, net was $278,000 for the six months ended June 30, 2023 as compared to other (expense), net of ($116,000) for the six months ended June 30, 2022. The change was principally due to an increase in interest income due to higher interest rates and increased amounts invested in U.S. treasury bills and a reduction in the foreign exchange loss.

Income Taxes

We continue to evaluate the potential utilization of our deferred tax asset, which has been fully reserved for, on a quarterly basis, by reviewing our economic models, including projections of future operating results.

Liquidity and Capital Resources

As of June 30, 2023, aggregate working capital was $16.6 million as compared to aggregate working capital of $15.5 million at December 31, 2022. Working capital increased due to the classification of our employee retention credit receivable as a current asset at June 30, 2023 as the receivable was fully collected in July 2023. Cash and cash equivalents at June 30, 2023 and December 31, 2022 were $13.0 million and $14.4 million, respectively.

Net cash used in operating activities for the six months ended June 30, 2023 was $0.8 million. This decrease was principally due to increases in contract assets of $0.8 million, increase in inventories of $1.6 million, decrease in accrued expenses of $0.8 million (primarily due to payment of 2022 bonus) offset by reduction in accounts receivable of $1.6 million, an increase in contract liabilities of $0.7 million and non-cash items of $1.1 million. The increase in inventory was related to the production of PVT150 equipment in anticipation of potential future orders and inventory associated with a system order that will be recognized at the point in time the equipment is transferred to the Company’s customer.

Capital expenditures for the six months ended June 30, 2023 were $0.2 million related to purchases of manufacturing equipment and building improvements. The disposition of Tantaline resulted in a cash outflow of $0.3 million based on the terms of the agreement.

Cash flows from financing activities for the six months ended June 30, 2023 included $0.1 million of proceeds from the exercise of employee stock options.

During the three months ended June 30, 2023, the Company entered into negotiations with a third party to sell certain assets and license certain propriety information of MesoScribe. On August 4, 2023, the Company entered into a Purchase and License Agreement (the “Agreement”) with the third-party. Pursuant to the Agreement, the Company will sell certain proprietary assets relating to its plasma spray technology and material deposition system and grant a non-exclusive license to use certain of the Company’s related intellectual property as more fully described in the Agreement, for an aggregate purchase price of $0.9 million. The purchase price is payable in several installments and contingent upon certain performance metrics and other milestones.

The Company will continue to fulfill remaining orders for MesoScribe products through the end of 2023 at which time it plans to cease the remaining operations of MesoScribe and dispose of any remaining equipment.

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We believe that our cash and cash equivalent positions and our projected cash flow from operations will be sufficient to meet our working capital and capital expenditure requirements for the next twelve months from the filing of this Form 10-Q. We will continue to assess our operations and take actions anticipated to maintain our operating cash to support the working capital needs.

Critical Accounting Policies and Estimates

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Our critical estimates include accounting for certain items such as revenues on long-term contracts recognized on the input method; and the recoverable value of our long-lived assets.

We consider the following significant accounting policies to be critical because of their complexity and the high degree of judgment involved in maintaining them.

Revenue Recognition

We design, manufacture, and sell custom chemical vapor deposition equipment through contractual agreements. These system sales require us to deliver functioning equipment that is generally completed within two to eighteen months from commencement of order acceptance. For systems sales that meet the criteria to recognize revenue over time, we recognize revenue over time by using an input method based on costs incurred as it depicts our progress toward satisfaction of the performance obligation. Under this method, revenue arising from fixed price contracts is recognized as work is performed based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligations. For system sales that to not meet the criteria to recognize revenue over time based on the contract provisions, the Company recognize revenue based on point in time.

Incurred 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. Contract material costs are included in incurred costs when the project materials have been purchased or moved to work in process as required by the project’s engineering design. Cost based input methods of revenue recognition require us to make estimates of costs to complete the projects. In making such estimates, significant judgment is required to evaluate assumptions related to the costs to complete the projects, including materials, labor, and other system costs. If the estimated total costs on any contract are greater than the net contract revenues, we recognize the entire estimated loss in the period the loss becomes known and can be reasonably estimated.

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We have been engaged in the production and delivery of goods on a continual basis under contractual arrangements for many years. Historically, we have demonstrated an ability to accurately estimate total revenues and total expenses relating to our long-term contracts. However, there are many inherent risks and uncertainties in estimating revenues, expenses and progress toward completion, particularly on larger or longer-term contracts. If we do not estimate the total sales, related costs, and progress toward completion on such contracts, the estimated gross margins may be significantly impacted, or losses may need to be recognized in future periods. Any such resulting changes in margins or contract losses could be material to our results of operations and financial condition.

Long-Lived Assets

Long-lived assets consist primarily of property, plant and equipment. Long-lived assets are reviewed for impairment whenever events or circumstances indicate their carrying value may not be recoverable. When such events or circumstances arise, an estimate of the future undiscounted cash flows produced by the asset, or the appropriate grouping of assets, is compared to the asset’s carrying value to determine if impairment exists pursuant to the requirements of ASC 360-10-35, “Impairment or Disposal of Long-Lived Assets.” If the asset is determined to be impaired, the impairment loss is measured on the excess of its carrying value over its fair value. Assets to be disposed of are reported at the lower of their carrying value or net realizable value.

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) and 13d-15(e) under the Exchange Act of 1934, as amended, (the “Exchange Act”)). As required by Rule 13a-15(b) under the Exchange Act, our management, 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 our 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, our Chief Executive Officer and Chief Financial Officer, along with others in our management, have determined that as of the end of the period covered by this Report on Form 10-Q the disclosure controls and procedures were effective to provide reasonable assurance that such information is accumulated and communicated to our management, including our principal executive and financial officers, as appropriate to allow timely decisions regarding disclosures.

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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.

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CVD EQUIPMENT CORPORATION

PART II

OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item1 A. Risk Factors.

There have been no other material changes to the risk factors disclosed in our Annual Report on Form 10-K as filed with the Securities and Exchange Commission on March 27, 2023.

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.

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Item 6. Exhibits

31.1* Certification of Emmanuel Lakios, Chief Executive Officer, dated August 14, 2023

31.2* Certification of Richard Catalano, Chief Financial Officer, dated August 14, 2023

32.1* Certification of Emmanuel Lakios, Chief Executive Officer, dated August 14, 2023, 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 Richard Catalano, Chief Financial Officer, dated August 14, 2023, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.1** Inline XBRL Instance.

101.SCH** Inline XBRL Taxonomy Extension Schema.

101.CAL** Inline XBRL Taxonomy Extension Calculation.

101.DEF** Inline XBRL Taxonomy Extension Definition.

101.LAB** Inline XBRL Taxonomy Extension Labels.

101.PRE** Inline XBRL Taxonomy Extension Presentation.

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

________________

* 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 of 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 Exchange Act of 1934, as amended, and otherwise are not subject to liability under these sections.

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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 14^th day of August 2023.

CVD EQUIPMENT CORPORATION

By: /s/ Emmanuel Lakios

Emmanuel Lakios

President and Chief Executive Officer

(Principal Executive Officer)

By: /s/ Richard Catalano

Richard Catalano

Vice President and

Chief Financial Officer

(Principal Financial and

Accounting Officer)

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