Item 1. Financial Statements
Item
1 – Financial Statements
CVD
EQUIPMENT CORPORATION AND SUBSIDIARIES
Condensed
Consolidated Balance Sheets
(in
thousands, except share amounts)
(Unaudited)
June 30, 2025
December 31, 2024
ASSETS
Current assets
Cash and cash equivalents
$ 7,023
$ 12,598
Accounts receivable, net of allowance for credit losses
4,993
2,149
Contract assets
3,768
2,226
Inventories
2,328
2,115
Other current assets
387
898
Total current assets
18,499
19,986
Property, plant and equipment, net
11,394
11,699
Other assets
52
1
Total assets
$ 29,945
$ 31,686
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable
$ 939
$ 679
Accrued expenses
1,583
2,236
Current maturities of long-term debt
89
87
Contract liabilities
2,017
3,135
Total current liabilities
4,628
6,137
Long-term debt, net of current portion
136
181
Total liabilities
4,764
6,318
Stockholders’ equity:
Common stock - $ 0.01 par value – authorized 20,000,000 shares;
issued and outstanding 6,881,838 at June 30, 2025 and December 31, 2024
69
69
Additional paid-in capital
30,271
29,757
Accumulated deficit
( 5,159 )
( 4,458 )
Total stockholders’ equity
25,181
25,368
Total liabilities and stockholders’ equity
$ 29,945
$ 31,686
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)
2025
2024
2025
2024
Three months ended
Six months ended
June 30,
June 30,
2025
2024
2025
2024
Revenue
$ 5,111
$ 6,345
$ 13,427
$ 11,267
Cost of revenue
4,038
4,803
9,658
8,941
Gross profit
1,073
1,542
3,769
2,326
Operating expenses
Research and development
686
665
1,467
1,410
Selling and shipping
349
426
769
845
General and administrative
1,178
1,349
2,403
2,597
Total operating expenses
2,213
2,440
4,639
4,852
Operating loss
( 1,140 )
( 898 )
( 870 )
( 2,526 )
Other income (expense):
Interest income
82
145
192
302
Interest expense
( 3 )
( 4 )
( 7 )
( 10 )
Other income (expense)
-
( 4 )
-
1
Total other income, net
79
137
185
293
Loss before income tax
( 1,061 )
( 761 )
( 685 )
( 2,233 )
Income tax expense
-
-
16
-
Net loss
$ ( 1,061 )
$ ( 761 )
$ ( 701 )
$ ( 2,233 )
Loss per common share - basic
$ ( 0.15 )
$ ( 0.11 )
$ ( 0.10 )
$ ( 0.33 )
Loss per common share - diluted
$ ( 0.15 )
$ ( 0.11 )
$ ( 0.10 )
$ ( 0.33 )
Weighted average common shares
Basic
6,867,868
6,816,956
6,860,846
6,813,127
Diluted
6,867,868
6,816,956
6,860,846
6,813,127
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)
Shares
Par
Value
Capital
Deficit
Total
Three
months ended June 30, 2025 and 2024
Additional
Common
stock
paid-in
Accumulated
Shares
Par
Value
Capital
Deficit
Total
Balance at April 1, 2025
6,881,838
$ 69
$ 30,021
$ ( 4,098 )
$ 25,992
Net loss
-
-
-
( 1,061 )
( 1,061 )
Stock-based compensation
-
-
250
-
250
Balance at June 30, 2025
6,881,838
$ 69
$ 30,271
$ ( 5,159 )
$ 25,181
Balance at April 1, 2024
6,824,511
$ 68
$ 28,962
$ ( 4,032 )
$ 24,998
Net loss
-
-
-
( 761 )
( 761 )
Stock-based compensation
827
-
267
-
267
Balance at June 30, 2024
6,825,338
$ 68
$ 29,229
$ ( 4,793 )
$ 24,504
Six
months ended June 30, 2025 and 2024
Additional
Common
stock
paid-in
Accumulated
Shares
Par
Value
Capital
Deficit
Total
Balance at January 1, 2025
6,881,838
$ 69
$ 29,757
$ ( 4,458 )
$ 25,368
Net loss
-
-
-
( 701 )
( 701 )
Stock-based compensation
-
-
514
-
514
Balance at June 30, 2025
6,881,838
$ 69
$ 30,271
$ ( 5,159 )
$ 25,181
Balance at January 1, 2024
6,824,511
$ 68
$ 28,695
$ ( 2,560 )
$ 26,203
Balance
6,824,511
$ 68
$ 28,695
$ ( 2,560 )
$ 26,203
Net loss
-
-
-
( 2,233 )
( 2,233 )
Stock-based compensation
827
-
534
-
534
Balance at June 30, 2024
6,825,338
$ 68
$ 29,229
$ ( 4,793 )
$ 24,504
Balance
6,825,338
$ 68
$ 29,229
$ ( 4,793 )
$ 24,504
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)
2025
2024
Six months ended
June 30,
2025
2024
Cash flows from operating activities:
Net loss
$ ( 701 )
$ ( 2,233 )
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation
514
534
Depreciation and amortization
354
307
Changes in assets and liabilities:
Accounts receivable
( 2,844 )
( 3,045 )
Contract assets
( 1,542 )
50
Inventories
( 213 )
( 204 )
Other current assets
511
260
Accounts payable
260
398
Accrued expenses
( 653 )
( 29 )
Contract liabilities
( 1,118 )
190
Net cash used in operating activities
( 5,432 )
( 3,772 )
Cash flows from investing activities:
Purchases of property and equipment
( 49 )
( 182 )
Investment in captive insurance company
( 51 )
-
Net cash used in investing activities
( 100 )
( 182 )
Cash flows from financing activities
Payments of long-term debt
( 43 )
( 40 )
Net cash used in financing activities
( 43 )
( 40 )
Net decrease in cash and cash equivalents
( 5,575 )
( 3,994 )
Cash and cash equivalents at beginning of period
12,598
14,025
Cash and cash equivalents at end of period
$ 7,023
$ 10,031
Supplemental disclosure of cash flow information:
Income taxes paid
$ 16
$ 3
Interest paid
$ 7
$ 10
The
accompanying notes are an integral part of these condensed consolidated financial statements
6
NOTE
1: BASIS OF PRESENTATION
The
accompanying unaudited condensed consolidated financial statements for CVD Equipment Corporation and Subsidiaries (collectively the “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, 2025 are not necessarily indicative of the results that can be expected for the year ending December
31, 2025.
The
condensed consolidated balance sheet as of December 31, 2024 has been derived from the audited consolidated financial statements at such
date, as filed on Form 10-K with the SEC on March 19, 2025, 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 loss.
Liquidity
At
June 30, 2025, the Company had $ 7.0 million in cash and cash equivalents. The Company believes that its existing cash and cash equivalents,
together with anticipated cash flows from operations, collections of outstanding accounts receivable, revenue from its current backlog,
sales of inventory on hand, and deposits and down payments on significant orders, will be sufficient to fund its working capital and
capital equipment needs, as well as its expected cash requirements, for at least the next 12 months from the date of issuance of these
condensed consolidated financial statements.
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 do not meet the criteria to recognize revenue over time based on the contract provisions, the Company recognizes
revenue based on point in time.
Under
the over time 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 impairment losses recognized on contract assets during the three
and six months ended June 30, 2025 and 2024 .
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 orders 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, 2025 and 2024, all system equipment sales were recorded over time by using
an input method except a) one contract that was recorded as revenue at the point in time the equipment was transferred to the customer
during the third quarter of fiscal year 2024 and b) one contract that was entered during 2024 and will be recognized as revenue after
June 30, 2025 upon transfer of the equipment to the customer.
Inventories
Inventories
(raw materials, work-in-process and finished goods) are valued at the lower of cost (determined on the first-in, first-out method) or
net realizable value. Work-in-process and finished goods inventory reflect all accumulated production costs, which are comprised
of direct production costs and overhead, and is reduced by amounts recorded in cost of sales as the related revenue is recognized. Indirect
costs relating to long-term contracts, which include expenses such as general and administrative, are charged to expense as incurred
and are not included in our cost of sales or work-in-process and finished goods inventory.
9
NOTE
2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Obsolete
inventory or inventory in excess of management’s estimated usage requirement is written down to its estimated net realizable value
if less than cost. The Company evaluates usage requirements by analyzing historical usage, anticipated demand, alternative uses of materials
and other qualitative factors. Unanticipated changes in demand for the Company’s products may require a write down of inventory,
which would be reflected in cost of sales in the period the revision is made.
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
December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures. The amendments
further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income
taxes paid by jurisdiction. This ASU is effective for annual periods beginning after December 15, 2024, with early adoption permitted,
and should be applied either prospectively or retrospectively. The Company is currently evaluating the timing of adoption and impact
of this ASU on our consolidated financial statements.
In
November 2024, the FASB issued ASU 2024-03, “Disaggregation of Income Statements Expenses (Subtopic 220-40),” to improve
income statement expenses disclosure. The standard requires more detailed information related to the types of expenses, including (among
other items) the amounts of purchases of inventory, employee compensation, depreciation and intangible asset amortization included within
each interim and annual income statement’s expense caption, as applicable. This authoritative guidance can be applied prospectively
or retrospectively and will be effective for financial statements issued for annual periods beginning after December 15, 2026, and interim
reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently
in the process of evaluating the impact of adoption on its consolidated financial statements.
The
Company believes there is no additional new accounting guidance adopted, but not yet effective, which 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.
10
NOTE
3: CONCENTRATION OF CREDIT RISK
Cash
and cash equivalents
The
Company had cash and cash equivalents of $ 7.0 million and $ 12.6 million at June 30, 2025 and December 31, 2024, respectively. The Company
invests excess cash in U.S. treasury securities, certificates of deposit or deposit accounts, all with maturities of less than three
months. Cash equivalents consisting of U.S. treasury securities were $ 5.9 million and $ 11.9 million at June 30, 2025 and December 31,
2024, respectively.
The
Company’s cash balances are held in United States financial institutions, which from time to time may exceed the Federal Deposit
Insurance Corporation limit. The amount at risk at June 30, 2025 and December 31, 2024 was $ 0.7 million and $ 0.4 million, respectively.
Accounts
receivable
The
Company routinely assesses the financial strength of its customers . In accordance with the “expected credit loss”
model of ASC 326, the carrying amount of accounts receivable is reduced by a valuation allowance that reflects the best estimate of the
amounts the Company does not expect to collect. In addition to reviewing delinquent accounts receivable, the Company considers many factors
in estimating our reserve, including types of customers and their credit worthiness, experience and historical data adjusted for current
conditions and reasonable supportable forecasts . The Company records an allowance for credit losses based upon a specific
review of all significant outstanding invoices. For those invoices not specifically reviewed, provisions are provided based upon the
collection history, current economic trends and reasonable supportable forecasts.
Accounts
receivable is presented net of an allowance for credit losses of $ 48,000
as of June 30, 2025 and December 31, 2024. The allowance is based on prior experience and
management’s evaluation of future economic conditions. 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 credit losses could be material to our results of operations and financial
condition.
At
June 30, 2025, the accounts receivable balance included amounts from one customer that represented 31.5 % of total accounts receivable.
As of December 31, 2024, the accounts receivable balance includes amounts from three customers that represented 28.6 %, 14.0 %
and 11.9 % of total accounts receivable.
11
NOTE
3: CONCENTRATION OF CREDIT RISK (continued)
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, 2025, two customers
exceeded 10 % of revenues, representing 23.4 % and 17.7 % of revenues, and during the six months ended June 30, 2025, two customers represented
34.3 % and 15.4 % of revenues.
During
the three months ended June 30, 2024, one customer represented 35.2 % of revenues, and during the six months ended June 30, 2024,
one customer represented 32.8 % of revenues.
NOTE
4: REVENUE RECOGNITION
The
following table represents a disaggregation of revenue for the three and six months ended June 30, 2025, and 2024 (in thousands):
SCHEDULE OF DISAGGREGATION OF REVENUE
Over time
Point in time
Total
Three months ended June 30, 2025
Over time
Point in time
Total
Energy
$ -
$ 7
$ 7
Aerospace
1,412
562
1,974
Industrial
1,912
316
2,228
Research
716
186
902
Total
$ 4,040
$ 1,071
$ 5,111
Over time
Point in time
Total
Three
months ended June 30, 2024
Over time
Point in time
Total
Energy
$ 239
$ 12
$ 251
Aerospace
2,694
179
2,873
Industrial
1,542
300
1,842
Research
1,174
205
1,379
Total
$ 5,649
$ 696
$ 6,345
12
NOTE
4: REVENUE RECOGNITION (continued)
Over time
Point in time
Total
Six months ended June 30, 2025
Over time
Point in time
Total
Energy
$ -
$ 14
$ 14
Aerospace
3,251
1,350
4,601
Industrial
6,036
723
6,759
Research
1,470
583
2,053
Total
$ 10,757
$ 2,670
$ 13,427
Over time
Point in time
Total
Six
months ended June 30, 2024
Over time
Point in time
Total
Energy
$ 239
$ 30
$ 269
Aerospace
4,496
494
4,990
Industrial
2,801
774
3,575
Research
2,035
398
2,433
Total
$ 9,571
$ 1,696
$ 11,267
The
energy market includes customers involved in the manufacture of silicon carbide wafers and batteries. The aerospace market includes customers
that manufacture aircraft engines. The industrial end market consists of various end customers in diverse industries. The research market
principally represents customers such as universities and other research institutions.
The
Company has unrecognized contract revenue of approximately $ 10.9 million at June 30, 2025, which it expects to substantially recognize
as revenue within the next twelve months based on over 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 condensed consolidated statements of operations.
13
NOTE
4: REVENUE RECOGNITION (continued)
Contract
assets and liabilities
Contract
assets and contract liabilities on input method type contracts in progress are summarized as follows as of June 30, 2025 (in thousands):
SCHEDULE
OF COST AND ESTIMATED EARNINGS IN EXCESS OF BILLINGS
Costs incurred on contracts in progress
$ 18,199
Estimated earnings
8,262
Costs and estimated earnings
on uncompleted contracts
26,461
Billings to date
( 23,468 )
Net
cost in excess of billings
2,993
Deferred revenue related to non-system contracts
( 1,242 )
Contract
liability in excess of contract assets
$ 1,751
Included
in accompanying condensed consolidated balance sheet as of June 30, 2025 under the following captions (in thousands):
Contract assets
$ 3,768
Contract liabilities
$ 2,017
Of
the contract liability balances at December 31, 2024 and 2023, $ 2.1 million and $ 2.7 million was recognized as revenue during
the six months ended June 30, 2025 and 2024, respectively. Contract assets and contract liabilities at December 31, 2023 were $ 1.6 million
and $ 4.9 million, respectively.
NOTE
5: INVENTORIES
Inventories
consist of:
SCHEDULE OF INVENTORIES
June 30, 2025
December 31, 2024
Raw materials
$ 1,134
$ 1,217
Work-in-process
1,005
765
Finished goods
189
133
Total
$ 2,328
$ 2,115
Included
in our inventories are finished goods and raw materials related to PVT 150/200 systems that were purchased and built, respectively, in
anticipation of future orders.
14
NOTE
5: INVENTORIES (continued)
As
of June 30, 2025, the net amount of PVT 150/200 systems inventory is approximately $ 0.4 million. If future PVT 150/200 orders do
not materialize and if the Company is not otherwise able to sell this inventory, the Company could incur additional charges to further
reduce the carrying value of such inventory to net realizable value. Such charges may be material to the Company’s financial position
and future results of operations.
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, 2025 and 2024
is as follows:
SCHEDULE OF BASIC AND DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
2025
2024
2025
2024
Three
months ended June 30,
Six
months ended June 30,
2025
2024
2025
2024
Basic weighted average common shares outstanding
6,867,868
6,816,956
6,860,846
6,813,127
Dilutive effect of options and unvested restricted stock
-
-
-
-
Diluted weighted average shares outstanding
6,867,868
6,816,956
6,860,846
6,813,127
For
the three and six months ended June 30, 2025 and 2024, all stock options were excluded in the computation of diluted earnings per share
because their effect was antidilutive.
15
NOTE
8: STOCK-BASED COMPENSATION EXPENSE
The
Company recorded stock-based compensation for the three and six months ended June 30, 2025 and 2024, respectively, that were included
in the following line items in our condensed consolidated statements of operations (in thousands):
SCHEDULE OF STOCK BASED COMPENSATION EXPENSE
2025
2024
2025
2024
Three
months ended June 30,
Six
months ended June 30,
2025
2024
2025
2024
Cost of revenue
$ 26
$ 38
$ 52
$ 76
Research and development
45
47
92
94
Selling
21
27
48
54
General and administrative
158
155
322
310
Total
$ 250
$ 267
$ 514
$ 534
Stock-based
compensation expense for three months ended June 30, 2025 and 2024 included $ 50,000 and $ 57,423 , respectively, and for the six month
periods June 30, 2025 and 2024 included $ 100,000 and $ 103,736 , respectively, related to restricted stock awards that directors are entitled
to receive pursuant to the Director Compensation Plan.
Under this plan each of the Company’s 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.
The
following table summarizes stock options awards through June 30, 2025:
SCHEDULE OF STOCK OPTIONS AWARDS
Weighted
Stock Option
Average
Awards
Exercise
(in shares)
Price
Outstanding at January 1, 2025
823,125
$ 8.20
Forfeited
( 15,500 )
11.04
Outstanding at June 30, 2025
807,625
8.19
The
following table summarizes information about the outstanding and exercisable options at June 30, 2025 by ranges of exercise prices:
SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS RANGES OF EXERCISE PRICES
Options
Outstanding
Options Exercisable
Weighted
Weighted
Weighted
Exercise
Average
Average
Average
Price
Number
Remaining
Exercise
Intrinsic
Number
Exercise
Intrinsic
Range
Outstanding
Contractual
Price
Value
Exercisable
Price
Value
$ 4.00 - 7.00
442,125
6.5
$ 4.54
$ -
311,625
$ 4.46
$ -
$ 7.01 - 10.00
20,000
2.8
$ 8.07
$ -
20,000
$ 8.07
$ -
$ 10.01 - 13.00
120,000
1.7
$ 10.52
$ -
120,000
$ 10.57
$ -
$ 13.01 - 16.00
225,500
7.7
$ 14.11
$ -
112,000
$ 14.11
$ -
16
NOTE
8: STOCK-BASED COMPENSATION EXPENSE (continued)
As
of June 30, 2025, there was $ 1.1 million of unrecognized compensation costs related to stock options expected to be recognized over a
weighted average period of 1.6 years.
NOTE
9: INCOME TAXES
As
of June 30, 2025 and December 31, 2024, 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.
NOTE
10: SEGMENT REPORTING
The
Company has determined that it has three reportable segments, organized primarily based on product offerings, as follows:
●
CVD
Equipment – manufactures chemical vapor deposition, physical vapor transport and thermal process equipment.
●
SDC
– manufactures ultra-high purity gas and chemical delivery control systems.
●
MesoScribe
– provided electronic printing services and products (heaters, antennas, and sensors). The operations of MesoScribe were closed
down during 2024.
Both
CVD Equipment and SDC also sell spares and parts and provide services related to the equipment each segment sells.
The
chief operating decision maker (“CODM”) of the Company is the Company’s chief executive officer. The CODM assesses
performance and decides how to allocate resources, including employees, financial or capital resources, based on segment net income (loss).
The CODM considers actual-to-actual variances on a quarterly basis when making decisions about allocating capital and other resources
to the segments and to assess the performance for each segment.
Financial
results for the reportable segments and other business are prepared on a basis consistent with the internal disaggregation of financial
information to assist the CODM in making internal operating decisions.
17
NOTE
10: SEGMENT REPORTING (continued)
Certain
income and expenses are excluded from segment net income (loss) and included in the unallocated amounts in the reconciliation of reportable
segment net income (loss) to net loss. These items are not used by the CODM in allocating resources or evaluating the results of the
segments and include the following: corporate expenses consisting of employment costs of executives, finance, information technology
and human resources; board of director fees; professional fees; shareholder and investor relations expense; directors’ and officers’
insurance; interest income and income tax expense. Segment income (loss) from operations may not be consistent with measures used by
other companies.
The
following provides segment information as described below (in thousands):
SCHEDULE
OF SEGMENT INFORMATION
CVD
SDC
MesoScribe
Total
For the three months ended June 30, 2025
CVD
SDC
MesoScribe
Total
Segment revenue
$ 3,403
$ 1,734
$ 9
$ 5,146
Less:
Cost of revenue
( 2,928 )
( 1,142 )
( 3 )
( 4,073 )
Research and development
( 639 )
( 47 )
-
( 686 )
Selling
( 282 )
( 67 )
-
( 349 )
General and administrative
( 169 )
( 247 )
-
( 416 )
Other expense
Interest expense
( 3 )
-
-
( 3 )
Segment net income (loss)
$ ( 618 )
$ 231
$ 6
$ ( 381 )
Segment assets
$ 20,022
$ 3,923
$ -
$ 23,945
Capital expenditures
$ 4
$ -
$ -
$ 4
Depreciation and amortization
$ 156
$ 13
$ -
$ 169
CVD
SDC
MesoScribe
Total
For the three months ended June 30, 2024
CVD
SDC
MesoScribe
Total
Segment revenue
$ 4,107
$ 2,315
$ 55
$ 6,477
Less:
Cost of revenue
( 3,586 )
( 1,285 )
( 64 )
( 4,935 )
Research and development
( 599 )
( 66 )
-
( 665 )
Selling
( 375 )
( 51 )
-
( 426 )
General and administrative
( 257 )
( 198 )
( 36 )
( 491 )
Other expense
( 4 )
-
-
( 4 )
Interest expense
( 4 )
-
-
( 4 )
Segment net income (loss)
$ ( 718 )
$ 715
$ ( 45 )
$ ( 48 )
Segment assets
$ 19,460
$ 4,310
$ 222
$ 23,992
Capital expenditures
$ 108
$ 4
$ -
$ 112
Depreciation and amortization
$ 142
$ 12
$ -
$ 154
18
NOTE
10: SEGMENT REPORTING (continued)
The
following provides segment information as described below (in thousands):
CVD
SDC
MesoScribe
Total
For the six months ended June 30, 2025
CVD
SDC
MesoScribe
Total
Segment revenue
$ 9,718
$ 3,876
$ 31
$ 13,625
Less:
Cost of revenue
( 7,458 )
( 2,394 )
( 4 )
( 9,856 )
Research and development
( 1,373 )
( 94 )
-
( 1,467 )
Selling
( 649 )
( 120 )
-
( 769 )
General and administrative
( 345 )
( 449 )
-
( 794 )
Interest expense
( 7 )
-
-
( 7 )
Segment net income
$ ( 114 )
$ 819
$ 27
$ 732
Capital expenditures
$ 43
$ 6
$ -
$ 49
Depreciation and amortization
$ 328
$ 26
$ -
$ 354
CVD
SDC
MesoScribe
Total
For the six months ended June 30, 2024
CVD
SDC
MesoScribe
Total
Segment revenue
$ 7,054
$ 4,246
$ 114
$ 11,414
Less:
Cost of revenue
( 6,650 )
( 2,301 )
( 137 )
( 9,088 )
Research and development
( 1,276 )
( 134 )
-
( 1,410 )
Selling
( 747 )
( 98 )
-
( 845 )
General and administrative
( 475 )
( 368 )
( 48 )
( 891 )
Other income
1
-
-
1
Other income (expense)
1
-
-
1
Interest expense
( 10 )
-
-
( 10 )
Segment net income
$ ( 2,103 )
$ 1,345
$ ( 71 )
$ ( 829 )
Segment net income (loss)
$ ( 2,103 )
$ 1,345
$ ( 71 )
$ ( 829 )
Capital expenditures
$ 178
$ 4
$ -
$ 182
Depreciation and amortization
$ 283
$ 24
$ -
$ 307
Intersegment
revenues are determined based on similar product sales to external customers of the Company.
The
following table presents a reconciliation of net income (loss) of reportable segments to consolidated net loss (in thousands):
SCHEDULE
OF RECONCILIATION OF NET INCOME (LOSS) OF REPORTABLE SEGMENTS TO CONSOLIDATED NET LOSS
2025
2024
2025
2024
Three
months ended June 30,
Six
months ended June 30,
2025
2024
2025
2024
Net income (loss) of reportable segments
$ ( 381 )
$ ( 48 )
$ 732
$ ( 829 )
Unallocated amounts:
Corporate expenses
( 762 )
( 858 )
( 1,609 )
( 1,706 )
Interest income
82
145
192
302
Income tax (expense) benefit
-
-
( 16 )
-
Consolidated net loss
$ ( 1,061 )
$ ( 761 )
$ ( 701 )
$ ( 2,233 )
19
NOTE
10: SEGMENT REPORTING (continued)
The
following table presents revenue by geographic area (in thousands):
SCHEDULE OF REVENUE BY GEOGRAPHIC AREA
2025
2024
2025
2024
Three
months ended June 30,
Six
months ended June 30,
2025
2024
2025
2024
United States
$ 4,630
$ 5,822
$ 12,585
$ 10,143
North America, excluding US
-
16
3
16
Europe, Middle East and Africa
386
220
564
343
Asia-Pacific
95
287
275
765
Consolidated
total revenue
$ 5,111
$ 6,345
$ 13,427
$ 11,267
For
geographical reporting, revenues are attributed to the location in which the customer facility is located. All the Company’s long-lived
assets are located in the United States.
NOTE
11: RISKS AND CONTINGENCIES
The
Company operates in a challenging economic environment as the global economy continues to confront the impacts of recent executive orders
by the U.S. federal administration regarding tariffs on imports from various countries including the European Union, Canada, Mexico,
and China and the potential impact of actions taken by other countries in response to the announced tariffs, geopolitical conflicts and
general inflationary pressures. The specific impacts on the Company have included:
●
Tariffs
may make the Company’s products less cost competitive and reduce gross margins. The impact on the Company’s business
related to these or any other tariffs that may be imposed, is uncertain and depends on multiple factors, including the duration and
expansion of current tariffs, future changes to tariff rates, scope or enforcement, retaliatory measures by impacted trade partners,
and related inflationary effects. In addition, economic uncertainties may potentially affect our future order rate.
●
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 impacting the Company’s
ability to sell its products into China, Russia and other Eastern European and Asian regions.
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 may have on its future results of operations and cash flows.
20
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.