CVD Equipment Q3 revenue falls 72.1% to $1.6M
Cash and cash equivalents were $23.5 million and the company had no debt at September 30, 2026, after the April SDC divestiture.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
CVD Equipment Corporation (CVV) reported third-quarter 2026 revenue of $1.6 million, down 72.1% from $5.7 million a year earlier, and gross profit of $146,000, down 92.0% from $1.8 million. Continuing operations recorded a $2.1 million loss versus $118,000 income a year earlier; consolidated net loss was $1.5 million, including $615,000 of income from discontinued operations. Nine-month revenue was $5.4 million, down 65.1% year over year.
In September 2026, the company stopped pursuing new CVD equipment system orders and reduced its workforce under a restructuring plan, recording $0.8 million of charges. Remaining operations are focused on completing backlog, warranty obligations, and spare parts, quartz and services. The company expects to substantially complete the workforce reduction and related restructuring in Q4 2026. Warren Cheesman became Acting CEO on September 3, after Emmanuel Lakios concluded his CEO employment and board service.
CVD Equipment completed the SDC sale in April for $17.4 million in aggregate consideration; net cash proceeds were $15.6 million and the company recorded a $14.1 million gain. Cash was $23.5 million and debt was zero at September 30, 2026; operating activities used $1.2 million over nine months. In October, CBRE was engaged to market the company’s Central Islip and Saugerties properties for sale.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Major pointSDC divestiture produced $15.6 million in net cash proceeds and a $14.1 million gain. 62% of market cap
Negative
- Moderate pointQ3 revenue fell 72.1%; gross profit fell 92.0% to $146,000.
Filing Explained
One June system order worth eight hundred thousand dollars may not proceed as planned after the customer’s Chapter Eleven filing.
The reported
A customer that placed a
Key Figures
Key Terms
discontinued operations financial
remaining performance obligations financial
contract assets financial
input method financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What were CVV’s third-quarter 2026 revenue and gross profit?
How much did CVV receive for selling SDC?
How much backlog did CVV report at September 30, 2026?
What happened to CVV’s $0.8 million system order?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. | |
| For
the quarterly period ended | |
| 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:
(Name of Registrant in Its Charter)
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices)
(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 | ||
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.
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).
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 ☐ | |||
| 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:
CVD EQUIPMENT CORPORATION AND SUBSIDIARIES
Index
| Part I - Financial Information | |||
| Item 1 – Condensed Consolidated Financial Statements (Unaudited) | |||
| Condensed Consolidated Balance Sheets at September 30, 2026 and December 31, 2025 | 3 | ||
| Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2026 and 2025 | 4 | ||
| Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and nine months ended September 30, 2026 and 2025 | 5 | ||
| Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2026 and 2025 | 6 | ||
| Notes to Condensed Consolidated Financial Statements | 7 | ||
| Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations | 20 | ||
| Item 3 – Quantitative and Qualitative Disclosures About Market Risk | 29 | ||
| Item 4 – Controls and Procedures | 29 | ||
| Part II - Other Information | |||
| Item 1 – Legal Proceedings | 30 | ||
| Item 1A–Risk Factors | 30 | ||
| Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds | 31 | ||
| Item 3 – Defaults Upon Senior Securities | 31 | ||
| Item 4 – Mine Safety Disclosures | 31 | ||
| Item 5 – Other Information | 31 | ||
| Item 6 – Exhibits | 31 | ||
| Signatures | 32 | ||
| 2 |
PART 1 – FINANCIAL INFORMATION
Item 1 – Financial Statements
CVD EQUIPMENT CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(in thousands, except share amounts)
(Unaudited)
| September 30, 2026 | December 31, 2025 | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net of allowance for credit losses | ||||||||
| Contract assets | ||||||||
| Inventories | ||||||||
| Amount held in escrow | - | |||||||
| Current assets of discontinued operations | - | |||||||
| Assets held for sale | - | |||||||
| Other current assets | ||||||||
| Total current assets | ||||||||
| Property, plant and equipment, net | ||||||||
| Noncurrent assets of discontinued operations | - | |||||||
| Other assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses | ||||||||
| Contract liabilities | ||||||||
| Current maturities of long-term debt | - | |||||||
| Current liabilities of discontinued operations | - | |||||||
| Total current liabilities | ||||||||
| Security deposit and other noncurrent liabilities | - | |||||||
| Total liabilities | ||||||||
| Contingencies – Note 12 | - | - | ||||||
| Stockholders’ equity: | ||||||||
| Common stock - $ | ||||||||
| Additional paid-in capital | ||||||||
| Retained earnings (accumulated deficit) | ( | ) | ||||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
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)
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Three months ended | Nine months ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Cost of revenue | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Operating expenses | ||||||||||||||||
| Research and development | ||||||||||||||||
| Selling | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Restructuring charges | - | - | ||||||||||||||
| Gain on sale of equipment | - | - | ( | ) | - | |||||||||||
| Total operating expenses | ||||||||||||||||
| Operating income (loss) from continuing operations | ( | ) | ( | ) | ( | ) | ||||||||||
| Other income (expense): | ||||||||||||||||
| Interest income | ||||||||||||||||
| Interest expense | - | ( | ) | ( | ) | ( | ) | |||||||||
| Rental income, net of expenses | - | - | ||||||||||||||
| Total other income, net | ||||||||||||||||
| Income (loss) from continuing operations before income taxes | ( | ) | ( | ) | ( | ) | ||||||||||
| Income tax expense | - | - | - | |||||||||||||
| Net income (loss) from continuing operations | ( | ) | ( | ) | ( | ) | ||||||||||
| Income from discontinued operations, net of income taxes (Note 2) | ||||||||||||||||
| Net income (loss) | $ | ( | ) | $ | $ | $ | ( | ) | ||||||||
| Net income (loss) per share of common stock – basic and diluted | ||||||||||||||||
| Income (loss) from continuing operations | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||
| Income from discontinued operations | $ | $ | $ | $ | ||||||||||||
| Net income (loss) | $ | ( | ) | $ | $ | $ | ( | ) | ||||||||
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 September 30, 2026 and 2025
| Shares | Par Value | Capital | Deficit | Total | ||||||||||||||||
| Additional | Retained Earnings | |||||||||||||||||||
| Common stock | paid-in | (Accumulated | ||||||||||||||||||
| Shares | Par Value | Capital | Deficit) | Total | ||||||||||||||||
| Balance at July 1, 2026 | $ | $ | $ | $ | ||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||
| Exercise of stock options | - | - | ||||||||||||||||||
| Stock-based compensation | - | |||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | $ | ||||||||||||||||
| Balance at July 1, 2025 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Net income | - | - | - | |||||||||||||||||
| Stock-based compensation | - | - | ||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | ( | ) | $ | ||||||||||||||
Nine months ended September 30, 2026 and 2025
| Additional | Retained Earnings | |||||||||||||||||||
| Common stock | paid-in | (Accumulated | ||||||||||||||||||
| Shares | Par Value | Capital | Deficit) | Total | ||||||||||||||||
| Balance at January 1, 2026 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Net income | - | - | - | |||||||||||||||||
| Exercise of stock options | - | - | ||||||||||||||||||
| Stock-based compensation | - | |||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | $ | ||||||||||||||||
| Balance at January 1, 2025 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||
| Net income (loss) | - | - | - | ( | ) | ( | ) | |||||||||||||
| Stock-based compensation | - | - | ||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | ( | ) | $ | ||||||||||||||
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)
| 2026 | 2025 | |||||||
| Nine months ended | ||||||||
| September 30, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities: | ||||||||
| Net income (loss) | $ | $ | ( | ) | ||||
| Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||
| Stock-based compensation | ||||||||
| Depreciation and amortization | ||||||||
| Gain on divestiture of SDC, net of income taxes | ( | ) | - | |||||
| Gain on sale of equipment | ( | ) | - | |||||
| Impairment of property and equipment | - | |||||||
| Provision for (recovery of) bad debts | ( | ) | ||||||
| Changes in assets and liabilities, net of effects of sale of SDC: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Contract assets | ( | ) | ||||||
| Inventories | ||||||||
| Other assets | ||||||||
| Accounts payable | ( | ) | ||||||
| Accrued expenses and other liabilities | ( | ) | ||||||
| Contract liabilities | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Proceeds from divestiture of SDC, net of income taxes | - | |||||||
| Proceeds from sale of assets held for sale and other equipment | - | |||||||
| Purchases of property and equipment | ( | ) | ( | ) | ||||
| Investment in captive insurance company | ( | ) | ( | ) | ||||
| Net cash provided by (used in) investing activities | ( | ) | ||||||
| Cash flows from financing activities | ||||||||
| Payments of long-term debt | ( | ) | ( | ) | ||||
| Proceeds from exercise of stock options | - | |||||||
| Net cash used in financing activities | ( | ) | ( | ) | ||||
| Net increase (decrease) in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents at beginning of period | ||||||||
| Cash and cash equivalents at end of period | $ | $ | ||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Income taxes paid | $ | $ | ||||||
| Interest paid | $ | $ | ||||||
| Non-cash investing activity – property acquired under lease agreement | $ | $ | - | |||||
| Non-cash investing activity – amount held in escrow | $ | $ | - | |||||
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 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 nine months ended September 30, 2026 are not necessarily indicative of the results that can be expected for the year ending December 31, 2026.
The condensed consolidated balance sheet as of December 31, 2025 has been derived from the audited consolidated financial statements at such date, as filed on Form 10-K with the SEC on March 30, 2026, but does not contain all 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.
On March 23, 2026, the Company entered into an agreement to sell its SDC business division to a third party. The sale was completed on April 1, 2026. Accordingly, the financial results of the SDC business division are reflected in the consolidated condensed financial statements as discontinued operations for all periods presented.
Unless otherwise specified, disclosures in these condensed consolidated financial statements reflect continuing operations only. Prior period financial information related to discontinued operations has been reclassified and separately presented in the consolidated financial statements and accompanying notes to conform to the current period presentation. See Note 2 for further information regarding our discontinued operations.
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
September 30, 2026, the Company had $
Restructuring and Leadership Transition
In September 2026, following an evaluation of strategic alternatives for the Company’s CVD equipment business, the Board of Directors approved a restructuring plan designed to reduce operating costs, preserve liquidity and align the Company’s cost structure with current market conditions.
| 7 |
CVD EQUIPMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1: BASIS OF PRESENTATION (continued)
As part of the restructuring plan, the Company discontinued the pursuit of new system orders for its CVD equipment business and reduced its workforce. The remaining workforce is focused primarily on completing the Company’s existing equipment backlog, satisfying warranty obligations, and supporting the Company’s ongoing spare parts, quartz and services business.
During
the three months ended September 30, 2026, the Company recorded restructuring charges of approximately $
Activity related to the employee severance costs and other costs for the three months ended September 30, 2026 were as follows (in thousands):
SCHEDULE OF RESTRUCTURING ACTIVITY RELATED TO EMPLOYEE SEVERANCE COSTS AND OTHER COSTS
| Balance at July 1, 2026 | $ | - | ||
| Restructuring charges – severance costs | ||||
| Restructuring charges – legal and board fees | ||||
| Cash payments | ( | ) | ||
| Balance at September 30, 2026 | $ |
The
remaining liability of approximately $
In connection with the restructuring, on September 3, 2026, the Board of Directors and Mr. Emmanuel Lakios mutually agreed that Mr. Lakios would conclude his employment as President and Chief Executive Officer of the Company and would no longer serve as a member of the Company’s Board of Directors. The Board appointed Warren Cheesman, formerly the Company’s Vice President of Manufacturing Operations, as Acting Chief Executive Officer effective September 3, 2026.
The Board continues to evaluate strategic alternatives intended to enhance shareholder value, including potential opportunities to monetize the Company’s real estate assets and pursue business opportunities consistent with the Company’s available financial resources and strategic objectives.
NOTE 2: DISCONTINUED OPERATIONS
On March 23, 2026, the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with a buyer to sell its SDC business division. On April 1, 2026, the Company completed the transaction whereby substantially all the assets related to SDC were sold.
| 8 |
CVD EQUIPMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 2: DISCONTINUED OPERATIONS (continued)
The
aggregate consideration paid to the Company in connection with the transaction was $
The
Company retained ownership of its Saugerties, New York facility, which is leased to the purchaser of SDC for an initial two-year term
beginning April 1, 2026, at annual rent of $
The transaction represents a single disposal plan that constitutes a strategic shift that has had a material effect on our operations and financial results. Accordingly, the financial results of SDC are reflected in the condensed consolidated financial statements as discontinued operations for all periods presented.
The following table represents the gain on the divestiture of SDC, net of income taxes, for the nine months ended September 30, 2026 (in thousands):
SCHEDULE OF GAIN ON THE DISPOSITION OF DISCONTINUED OPERATIONS
| Sales proceeds received | $ | |||
| Amount held in escrow | ||||
| Total sales price | ||||
| Less: | ||||
| Net assets transferred to buyer | ( | ) | ||
| Transaction expenses | ( | ) | ||
| Income tax expense | ( | ) | ||
| Gain on divestiture of SDC, net of income taxes | $ |
The following table represents the amounts of assets and liabilities of the discontinued operations of SDC as of December 31, 2025 (in thousands):
SCHEDULE OF FINANCIAL STATEMENTS OF DISCONTINUED OPERATIONS
| December 31, 2025 | ||||
| Assets: | ||||
| Accounts receivable, net of allowance for credit losses | $ | |||
| Contract assets | ||||
| Inventories | ||||
| Other current assets | ||||
| Equipment, net | ||||
| Other noncurrent assets | ||||
| Total assets | $ | |||
| Liabilities: | ||||
| Accounts payable | $ | |||
| Accrued expenses | ||||
| Contract liabilities | ||||
| Total liabilities | $ | |||
| 9 |
CVD EQUIPMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 2: DISCONTINUED OPERATIONS (continued)
The following table represents statements of operations information for the discontinued operations of SDC (in thousands):
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenue | $ | - | $ | $ | $ | |||||||||||
| Cost of revenue | - | |||||||||||||||
| Gross profit | - | |||||||||||||||
| Operating expenses: | ||||||||||||||||
| Research and development | - | |||||||||||||||
| Selling | - | |||||||||||||||
| General and administrative | - | |||||||||||||||
| Total operating expenses | - | |||||||||||||||
| Income from discontinued operations | - | |||||||||||||||
| Gain on divestiture of SDC, net of income taxes | - | - | ||||||||||||||
| Income from discontinued operations, net of income taxes | $ | $ | $ | $ | ||||||||||||
The significant components included in the accompanying condensed consolidated statements of cash flow for the discontinued operations of SDC are as follows (in thousands):
| 2026 | 2025 | |||||||
Nine months ended September 30, | ||||||||
| 2026 | 2025 | |||||||
| Net cash provided by operating activities | $ | $ | ||||||
| Net cash provided by (used in) investing activities | ( | ) | ||||||
| Net cash provided by financing activities | - | - | ||||||
NOTE 3: 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:
| 10 |
CVD EQUIPMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 3: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Revenue Recognition (continued)
Over time
The Company has designed, manufactured and sold 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
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.
Under ASC 606, payments received from customers in excess of revenue recognized to date result in a contract liability. These contract liabilities are not considered to represent a significant financing component of the contract because the Company believes 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 represent 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.
| 11 |
CVD EQUIPMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 3: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Revenue Recognition (continued)
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 nine months ended September 30, 2026 and 2025, all system equipment sales were recorded over time by
using an input method except one contract that was entered into during 2024 and was not recognized as revenue using over time revenue
recognition until July 2025 when a contract modification was entered into with the customer to change certain contract provisions. Revenue
and gross profit recognized for this modified contract was $
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 are 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.
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
| 12 |
CVD EQUIPMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 3: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Assets Held for Sale and Discontinued Operations
Assets and related liabilities of a qualifying business are classified as held for sale when the following conditions are met: (i) management has committed to a plan to sell the net assets, (ii) the net assets are available for immediate sale, (iii) there is an active program to locate a buyer, (iv) the sale and transfer of the net assets is probable within one year, (v) the net assets are being actively marketed for sale at a price that is reasonable in relation to the current fair value, and (vi) it is unlikely that significant changes will be made to the plan to sell the net assets. Assets and related liabilities which have been classified as held for sale are excluded from the net assets and liabilities of continuing operations in the period in which the held for sale criteria was met. A component of a business is classified as a discontinued operation when its disposal represents a strategic shift that has or will have a major effect on our operations and financial results. The results of discontinued operations are reported in income/loss from discontinued operations, net of tax on the consolidated statements of operations for all current and prior periods presented. The results of discontinued operations include direct costs attributable to the divested business and any gain or loss recognized in connection with the sale, or adjustment of the carrying amount to fair value less cost to sell while being held for sale, and excludes any indirect cost allocation associated with any shared-service or corporate functions not solely dedicated to the divested business. Adjustments to discontinued operations subsequent to the completion of a transaction or disposition are generally attributable to contingencies and indemnifications directly related to the disposal transaction, operations of the discontinued operations, or settlement of obligations directly related to the disposal.
Recent Accounting Standards
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.
NOTE 4: CONCENTRATION OF CREDIT RISK
Cash and cash equivalents
The
Company had cash and cash equivalents of $
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. There were no amounts at risk at September 30, 2026 and December 31, 2025.
| 13 |
CVD EQUIPMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 4: CONCENTRATION OF CREDIT RISK (continued)
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 $
At
September 30, 2026, the accounts receivable balance included amounts from one customer that represented
Sales concentration
Revenue
from a single customer in any one period can exceed 10% of our total revenues. During the three months ended September 30, 2026, four
customers exceeded 10% of revenues, representing
During
the three months ended September 30, 2025, three customers represented
NOTE 5: REVENUE RECOGNITION
The following table represents a disaggregation of revenue for the three and nine months ended September 30, 2026 and 2025 (in thousands):
SCHEDULE OF DISAGGREGATION OF REVENUE
| Over time | Point in time | Total | ||||||||||
| Three months ended September 30, 2026 | ||||||||||||
| Over time | Point in time | Total | ||||||||||
| Energy | $ | $ | $ | |||||||||
| Aerospace | ||||||||||||
| Industrial | ||||||||||||
| Research | ||||||||||||
| Total | $ | $ | $ | |||||||||
| 14 |
CVD EQUIPMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 5: REVENUE RECOGNITION (continued)
| Over time | Point in time | Total | ||||||||||
| Three months ended September 30, 2025 | ||||||||||||
| Over time | Point in time | Total | ||||||||||
| Energy | $ | $ | - | $ | ||||||||
| Aerospace | ||||||||||||
| Industrial | ||||||||||||
| Research | ||||||||||||
| Total | $ | $ | $ | |||||||||
| Over time | Point in time | Total | ||||||||||
| Nine months ended September 30, 2026 | ||||||||||||
| Over time | Point in time | Total | ||||||||||
| Energy | $ | $ | $ | |||||||||
| Aerospace | ||||||||||||
| Industrial | ||||||||||||
| Research | ||||||||||||
| Total | $ | $ | $ | |||||||||
| Over time | Point in time | Total | ||||||||||
| Nine months ended September 30, 2025 | ||||||||||||
| Over time | Point in time | Total | ||||||||||
| Energy | $ | $ | $ | |||||||||
| Aerospace | ||||||||||||
| Industrial | ||||||||||||
| Research | ||||||||||||
| Total | $ | $ | $ | |||||||||
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 $
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.
| 15 |
CVD EQUIPMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 5: 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 September 30, 2026 (in thousands):
SCHEDULE OF COST AND ESTIMATED EARNINGS IN EXCESS OF BILLINGS
| Costs incurred on contracts in progress | $ | |||
| Estimated earnings | ||||
| Costs and estimated earnings on uncompleted contracts | ||||
| Billings to date | ( | ) | ||
| Net cost in excess of billings | ||||
| Deferred revenue related to non-system contracts | ( | ) | ||
| Contract liability in excess of contract assets | $ | |||
| Included in accompanying condensed consolidated balance sheet as of September 30, 2026 under the following captions (in thousands): | ||||
| Contract assets | $ | |||
| Contract liabilities | $ |
Of
the contract liability balances at December 31, 2025 and 2024, $
NOTE 6: INVENTORIES
Inventories consist of:
SCHEDULE OF INVENTORIES, NET
| September 30, 2026 | December 31, 2025 | |||||||
| Raw materials | $ | $ | ||||||
| Work-in-process | ||||||||
| Total | $ | $ | ||||||
NOTE 7: LONG-TERM DEBT
In
September 2022, the Company entered into a loan agreement to fund the acquisition of machinery. The loan amount of $
| 16 |
CVD EQUIPMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 8: EARNINGS PER SHARE
The calculation of basic and diluted weighted average common shares outstanding for the three and nine months ended September 30, 2026 and 2025 is as follows:
SCHEDULE OF BASIC AND DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Basic weighted average common shares outstanding | ||||||||||||||||
| Dilutive effect of unvested restricted stock | - | - | - | |||||||||||||
| Diluted weighted average shares outstanding | ||||||||||||||||
For the three and nine months ended September 30, 2026 and 2025, all stock options were excluded in the computation of diluted earnings per share because their effect was antidilutive.
NOTE 9: STOCK-BASED COMPENSATION EXPENSE
The Company recorded stock-based compensation for the three and nine months ended September 30, 2026 and 2025, respectively, that were included in the following line items in our condensed consolidated statements of operations (in thousands):
SCHEDULE OF STOCK BASED COMPENSATION
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Cost of revenue | $ | $ | $ | $ | ||||||||||||
| Research and development | ||||||||||||||||
| Selling | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Restructuring charges | ( | ) | - | ( | ) | - | ||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
Stock-based
compensation expense related to discontinued operations was $
Stock-based
compensation expense related to restricted stock awards under the Company’s Director Compensation Plan was $
| 17 |
CVD EQUIPMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 9: STOCK-BASED COMPENSATION EXPENSE (continued)
In
order to compensate the Chairman of the Board for his significant additional contributions connected to the 2026 restructuring
activities, the Board approved additional compensation for the Chairman consisting of a stock award valued at $
The following table summarizes stock options activity through September 30, 2026:
SCHEDULE OF STOCK OPTIONS AWARDS
| Weighted | ||||||||
| Stock Option | Average | |||||||
| Awards | Exercise | |||||||
| (in shares) | Price | |||||||
| Outstanding at January 1, 2026 | $ | |||||||
| Exercised | ( | ) | ||||||
| Forfeited | ( | ) | ||||||
| Outstanding at September 30, 2026 | ||||||||
The following table summarizes information about the outstanding and exercisable options at September 30, 2026 by ranges of exercise prices:
SCHEDULE OF OUTSTANDING AND EXERCISABLE OPTIONS 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 | |||||||||||||||||||||||
| $ | $ | $ | $ | $ | ||||||||||||||||||||||||||
| $ | $ | $ | - | $ | $ | - | ||||||||||||||||||||||||
| $ | $ | $ | - | $ | $ | - | ||||||||||||||||||||||||
| $ | $ | $ | - | $ | $ | - | ||||||||||||||||||||||||
As
of September 30, 2026, there was $
NOTE 10: INCOME TAXES
For
the nine months ended September 30, 2026, the Company recorded income tax expense of $
| 18 |
CVD EQUIPMENT CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 11: SEGMENT REPORTING
With
the divestiture of the Company’s SDC business in 2026 and the cessation of its MesoScribe business in 2024, the Company has
The chief operating decision maker (“CODM”) of the Company is the Company’s Acting 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 measure of segment assets is reported as total assets in the Company’s condensed consolidated balance sheets. As the Company has one reportable segment, there are no intersegment revenues or transfers.
The following table presents revenue by geographic area (in thousands):
SCHEDULE OF REVENUE BY GEOGRAPHIC AREA
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| United States | $ | $ | $ | $ | ||||||||||||
| North America, excluding US | - | |||||||||||||||
| Europe, Middle East and Africa | ||||||||||||||||
| Asia-Pacific | - | |||||||||||||||
| Consolidated total revenue | $ | $ | $ | $ | ||||||||||||
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 12: RISKS, UNCERTAINTIES AND CONTINGENCIES
The Company operates in a challenging and uncertain business and economic environment. As discussed in Note 1, in September 2026, the Company implemented a restructuring plan that included discontinuing the pursuit of new system orders for its CVD equipment business and reducing its workforce. The Company’s remaining operations are focused primarily on completing its existing equipment backlog, satisfying warranty obligations, and supporting its ongoing spare parts, quartz and services business. The Company is also evaluating strategic alternatives to enhance shareholder value as well as opportunities to further reduce costs and monetize assets.
The restructuring and transition of the Company’s business involves risks and uncertainties, including the Company’s ability to complete its remaining equipment backlog in an efficient and timely manner, retain sufficient personnel, satisfy customer and warranty obligations, manage its reduced cost structure and realize anticipated cost savings. The Company may also incur additional restructuring, impairment or other costs.
The Company also remains subject to economic and geopolitical risks, including changes in trade policy, export controls and tariffs, supply chain disruptions, inflation, interest rates and geopolitical instability. These conditions could adversely affect the availability and cost of materials and components, customer activity and the Company’s results of operations.
There can be no assurance that the restructuring or other actions undertaken by the Company will achieve their intended benefits. The Company is unable to predict the ultimate impact of these risks and uncertainties on its future results of operations, financial position or cash flows.
NOTE 13: SUBSEQUENT EVENTS
In October 2026, the Company engaged CBRE, Inc. to market for sale the Company’s owned real estate properties located in Central Islip and Saugerties, New York. On November 5, 2026, the date of the Company’s 2026 Annual Meeting of Shareholders, the Company granted restricted stock awards to its independent directors under its Director Compensation Plan and made a stock award and cash payment to the Chairman of the Board as described in Note 9.
| 19 |
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:
| ● | our ability to successfully execute our restructuring plan and realize the anticipated benefits and cost savings; | |
| ● | our ability to complete our remaining equipment backlog, obtain customer acceptance, satisfy warranty and other customer obligations, and collect amounts due from customers; | |
| ● | our ability to attract and retain key personnel and maintain sufficient resources to support our remaining operations; | |
| ● | our ability to successfully operate and grow our ongoing spare parts, quartz and services businesses; | |
| ● | uncertainty regarding our ability to monetize our real estate and other assets on acceptable terms and successfully pursue other strategic opportunities; | |
| ● | the possibility that we may incur additional restructuring, impairment or other charges; | |
| ● | our ability to obtain financing on acceptable terms if and when needed; | |
| ● | changes in international trade policies, including tariffs and export controls, and their potential impact on our business, customers and supply chain; | |
| ● | our ability to obtain raw materials, components and other supplies in sufficient quantities and on commercially reasonable terms; and | |
| ● | general economic, market and geopolitical conditions that could adversely affect our business, financial condition and results of operations. |
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 guarantee of future results.
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
CVD has served the advanced materials markets with chemical vapor deposition, physical vapor transport and thermal process equipment for over 40 years. We are headquartered in Central Islip, New York.
| 20 |
In November 2025, our Board of Directors approved a comprehensive strategy to transform our Company in response to the continued fluctuations in our order rates and the recent and continued decline in the bookings of our CVD Equipment division. As part of this strategy, we initially transitioned our operating model for our CVD Equipment business from vertically integrated fabrication to outsourced fabrication of certain components to reduce our fixed operating costs.
In September 2026, following an evaluation of strategic alternatives for the Company’s CVD equipment business, the Board of Directors approved a restructuring plan designed to reduce operating costs, preserve liquidity and align our cost structure with current market conditions.
As part of the restructuring plan, we discontinued the pursuit of new system orders for our CVD equipment business and reduced our workforce. The remaining workforce is focused primarily on completing our existing equipment backlog, satisfying warranty obligations, and supporting our ongoing spare parts, quartz and services business.
During the three months ended September 30, 2026, we recorded restructuring charges of approximately $0.8 million, consisting of approximately $0.4 million of severance costs, $0.1 million of legal and board fees and $0.2 million of impairment charges associated with certain fixed assets. The impairment charges resulted from our decision to discontinue the pursuit of new equipment system orders and the resulting reduction in the expected future use of certain assets associated with the equipment business.
We expect to substantially complete the workforce reduction and related restructuring activities during the fourth quarter of 2026. We may incur additional costs as we complete the restructuring and continue to evaluate opportunities to further reduce operating costs and monetize assets.
In connection with the restructuring, on September 3, 2026, our Board of Directors and Mr. Emmanuel Lakios mutually agreed that Mr. Lakios would conclude his employment as President and Chief Executive Officer and would no longer serve as a member of our Board of Directors. The Board appointed Warren Cheesman, formerly our Vice President of Manufacturing Operations, as Acting Chief Executive Officer effective September 3, 2026.
The Board continues to evaluate strategic alternatives intended to enhance shareholder value, including potential opportunities to monetize our real estate assets and pursue business opportunities consistent with our available financial resources and strategic objectives.
In October 2026, we engaged CBRE, Inc., a commercial real estate services firm, to market for sale our owned real estate properties located in Central Islip and Saugerties, New York.
There can be no assurance that the marketing process will result in the sale of either property on terms acceptable to us or at all, and we can make no assurances regarding the timing, terms, net proceeds or completion of any potential transaction.
On March 23, 2026, we entered into an asset purchase agreement with a third party to sell our SDC business division (“SDC”). The purchase price was approximately $17.4 million in cash, subject to customary purchase price adjustments. The transaction was completed on April 1, 2026.
The net cash proceeds from the sale of SDC we received in April 2026, after payment of transaction costs, employee related liabilities and income taxes, were $15.6 million. We expect to use the proceeds from the transaction to enhance our financial flexibility as we continue to evaluate strategic opportunities, and our facilities, and possible acquisition of other product lines or businesses.
| 21 |
We retained ownership of our Saugerties, New York facility following the sale of SDC, which is leased to the acquiring company for an initial term of two years at fair market value commencing April 1, 2026.
With the sale of our SDC business and the cessation of our MesoScribe business in 2024, we have one reportable segment consisting of our CVD Equipment division that manufactured chemical vapor deposition, physical vapor transport and thermal process equipment used to develop and produce materials and coatings for the aerospace, compound semiconductor, semiconductor, battery energy storage markets as well as advanced industrial applications, and research.
During the quarter ended September 30, 2026:
| ● | Revenue was $1.6 million, a decrease of $4.1 million or 72.1% from $5.7 million in the third quarter of 2025, primarily reflecting lower systems revenue resulting from reduced system bookings. | |
| ● | Gross profit was $146,000, a decrease by $1.7 million or 92.0%, from $1.8 million in the third quarter of 2025, primarily reflecting the lower level of system revenue and the resulting impact of fixed manufacturing costs on a reduced revenue base, partially offset by an increase in non-system revenues. | |
| ● | Total bookings for the third quarter of 2026 were approximately $0.7 million, compared to $1.0 million in the third quarter of 2025, primarily reflecting lower system orders. | |
| ● | Total bookings for the nine months ended September 30, 2026 were approximately $3.7 million as compared to bookings of $3.3 million for the nine months ended September 30, 2025. | |
| ● | Backlog was $3.0 million at September 30, 2026, as compared to $3.9 million as of June 30, 2026 and $4.7 million at December 31, 2025, reflecting overall lower system orders. | |
| ● | Cash and cash equivalents at September 30, 2026 were $23.5 million, compared to $8.7 million at December 31, 2025, primarily reflecting proceeds from the April 2026 divestiture of SDC. |
During the quarter ended September 30, 2026, a customer that placed a $0.8 million system order in June 2026 filed a prepackaged Chapter 11 bankruptcy proceeding. The customer’s public disclosures indicate that general unsecured trade creditors are expected to be unimpaired under the proposed plan of reorganization; however, there can be no assurance that the customer will proceed with the purchase as originally contemplated or that the bankruptcy process will not adversely affect the order. We will be monitoring the proceedings and evaluating the potential impact, if any, on our backlog, financial position, results of operations, and cash flows.
Results of Operations
Three Months Ended September 30, 2026 and 2025
The following table presents revenue and expense line items reported in our condensed consolidated statements of operations for the three months ended September 30, 2026 and 2025 and the period-over-period dollar and percentage changes for those line items (in thousands, except percentages).
| 22 |
Three months ended September 30 | ||||||||||||||||
| 2026 | 2025 | Change | Percent | |||||||||||||
| Revenue | $ | 1,583 | $ | 5,681 | $ | (4,098 | ) | (72.1 | )% | |||||||
| Cost of revenue | 1,437 | 3,863 | (2,426 | ) | (62.8 | )% | ||||||||||
| Gross profit | 146 | 1,818 | (1,672 | ) | (92.0 | )% | ||||||||||
| Gross margin | 9.2 | % | 32.0 | % | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Research and development | 570 | 558 | 12 | 2.2 | % | |||||||||||
| Selling | 190 | 270 | (80 | ) | (29.6 | )% | ||||||||||
| General and administrative | 983 | 948 | 35 | 3.7 | % | |||||||||||
| Restructuring charges | 762 | - | 762 | 100.0 | % | |||||||||||
| Total operating expenses | 2,505 | 1,776 | 729 | 41.0 | % | |||||||||||
| Operating loss from continuing operations | (2,359 | ) | 42 | (2,401 | ) | * | ||||||||||
| Other income (expense): | ||||||||||||||||
| Interest income | 229 | 79 | 150 | 189.9 | % | |||||||||||
| Interest expense | - | (3 | ) | 3 | * | |||||||||||
| Rental income, net of expenses | 24 | - | 24 | * | ||||||||||||
| Total other income, net | 253 | 76 | 177 | 232.9 | % | |||||||||||
| Loss from continuing operations before income taxes | (2,106 | ) | 118 | (2,224 | ) | * | ||||||||||
| Income tax expense | - | - | - | * | ||||||||||||
| Net loss from continuing operations | (2,106 | ) | 118 | (2,224 | ) | * | ||||||||||
| Income from discontinued operations, net of income taxes | 615 | 266 | 349 | * | ||||||||||||
| Net income (loss) | $ | (1,491 | ) | $ | 384 | $ | (1,875 | ) | * | |||||||
* Not meaningful
Revenue
Our revenue for the three months ended September 30, 2026 was $1.6 million compared to $5.7 million for the three months ended September 30, 2025, a decrease of $4.1 million or 72.1%.
The decrease in revenue versus the prior year period was primarily attributable to lower system revenue due to lower bookings being partially offset by an increase in non-system revenues. Revenue for the three months ended September 30, 2025 included $1.0 million recognized under a contract that was modified during the quarter to permit revenue recognition over time. Revenue from four customers represented 23.8%, 17.9%, 12.8% and 12.0% of our revenues.
Our order backlog at September 30, 2026 was approximately $3.0 million as compared to $3.9 million at June 30, 2026 and $4.7 million at December 31, 2025. Our order backlog at September 30, 2026 consists of approximately $2.2 million related to remaining performance obligations of contracts in progress and the balance of approximately $0.8 million represents other orders received from customers. As of September 30, 2026, one aerospace customer represented 36.3% of our backlog.
| 23 |
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. Accordingly, orders received from customers and revenue recognized may fluctuate from quarter to quarter.
Gross Profit
Gross profit for the three months ended September 30, 2026 was $0.1 million, with a gross margin of 9.2%, compared to a gross profit of $1.8 million and a gross margin of 32.0% for the three months ended September 30, 2025. The decrease in gross profit of $1.7 million was principally due to lower system revenues and the resulting impact of fixed manufacturing costs on a reduced revenue base, partially offset by an increase in non-system revenues. The gross profit for the three months ended September 30, 2025 includes $0.6 million related to the revenue recognized as the result of a contract modification.
Research and Development
For the three months ended September 30, 2026, research and development expenses were $0.6 million, or 36.0% of revenue as compared to $0.6 million, or 9.8% of revenue for the three months ended September 30, 2025, an increase of $12,000 or 2.2%. The increase in 2026 resulted from fewer engineering hours being charged to cost of revenue for contracts in progress, partially offset by personnel reductions.
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 $0.2 million or 12.0% of the revenue for the three months ended September 30, 2026 as compared to $0.3 million or 4.8% of revenue for the three months ended September 30, 2025, a decrease of $80,000 or 29.6%. The decrease was the result of a reduction in personnel.
General and Administrative
General and administrative expenses for the three months ended September 30, 2026 were $1.0 million or 62.1% of revenue compared to $0.9 million or 16.4% of revenue for the three months ended September 30, 2025, an increase of $35,000 or 3.7%. The increase in 2026 was due principally to higher professional fees partially offset by a reduction in personnel.
Restructuring Charges
During the three months ended September 30, 2026, we recorded restructuring charges of approximately $0.8 million, consisting of approximately $0.4 million of severance costs, $0.1 million of legal and board fees and $0.2 million of impairment charges associated with certain fixed assets. Severance costs are net of a reduction of $0.1 million of stock-based compensation related to the forfeiture of unvested stock options. The impairment charges resulted from our decision to discontinue the pursuit of new equipment system orders and the resulting reduction in the expected future use of certain assets associated with the equipment business.
Other Income (Expense), Net
Other income (expense) consists principally of interest income on U.S. treasury securities and increased as the result of investment of the proceeds from the divestiture of SDC.
Income Taxes
We continue to evaluate the potential utilization of our net deferred tax asset, which has been fully reserved for, on a quarterly basis, by reviewing our economic models, including projections of future operating results.
| 24 |
Discontinued Operations – SDC
Income from discontinued operations of $0.6 million for the third quarter consists principally of a change in the amount of estimated income tax payable related to the divestiture of SDC.
Nine Months Ended September 30, 2026 versus September 30, 2025
The following table presents revenue and expense line items reported in our condensed consolidated statements of operations for the nine months ended September 30, 2026 and 2025 and the period-over-period dollar and percentage changes for those line items (in thousands, except percentages).
Nine months ended September 30 | ||||||||||||||||
| 2026 | 2025 | Change | Percent | |||||||||||||
| Revenue | $ | 5,381 | $ | 15,418 | $ | (10,037 | ) | (65.1 | )% | |||||||
| Cost of revenue | 4,760 | 11,314 | (6,554 | ) | (57.9 | )% | ||||||||||
| Gross profit | 621 | 4,104 | (3,483 | ) | (84.9 | )% | ||||||||||
| Gross margin | 11.5 | % | 26.6 | % | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Research and development | 1,982 | 1,931 | 51 | 2.6 | % | |||||||||||
| Selling | 662 | 919 | (257 | ) | (28.0 | )% | ||||||||||
| General and administrative | 2,984 | 2,903 | 81 | 2.8 | % | |||||||||||
| Restructuring charges | 762 | - | 762 | 100.0 | % | |||||||||||
| Gain on sale of equipment | (46 | ) | - | (46 | ) | 100.0 | % | |||||||||
| Total operating expenses | 6,344 | 5,753 | 591 | 10.3 | % | |||||||||||
| Operating loss from continuing operations | (5,723 | ) | (1,649 | ) | (4,074 | ) | 247.1 | % | ||||||||
| Other income (expense): | ||||||||||||||||
| Interest income | 490 | 272 | 218 | 80.1 | % | |||||||||||
| Interest expense | (2 | ) | (10 | ) | 8 | 80.0 | % | |||||||||
| Rental income, net of expenses | 32 | - | 32 | * | ||||||||||||
| Total other income, net | 520 | 262 | 258 | 98.5 | % | |||||||||||
| Loss from continuing operations before income taxes | (5,203 | ) | (1,387 | ) | (3,816 | ) | 275.1 | % | ||||||||
| Income tax expense | - | 16 | (16 | ) | * | |||||||||||
| Net loss from continuing operations | (5,203 | ) | (1,403 | ) | (3,800 | ) | 270.8 | % | ||||||||
| Income from discontinued operations, net of income taxes | 14,614 | 1,086 | 13,528 | * | ||||||||||||
| Net income (loss) | $ | 9,411 | $ | (317 | ) | $ | 9,728 | * | ||||||||
Revenue
Our revenue for the nine months ended September 30, 2026 was $5.4 million compared to $15.4 million for the nine months ended September 30, 2025, a decrease of $10.0 million or 65.1%. The decrease was partially offset by $0.3 million benefit from a contract modification during the nine months ended September 30, 2026.
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The decrease in revenue versus the prior year period was primarily attributable to lower system revenue due to lower bookings being partially offset by an increase in non-system revenues. Revenue from three customers represented 34.8%, 15.3% and 15.0% of our revenues.
Gross Profit
Gross profit for the nine months ended September 30, 2026 was $0.6 million, with a gross margin of 11.5%, compared to a gross profit of $4.1 million and a gross margin of 26.6% for the nine months ended September 30, 2025. The decrease in gross profit of $3.5 million was principally due to lower system revenues and the resulting impact of fixed manufacturing costs on a reduced revenue base, partially offset by an increase in non-system revenues.
Research and Development
For the nine months ended September 30, 2026, research and development expenses were $2.0 million, or 36.8% of revenue as compared to $1.9 million, or 12.5% of revenue for the nine months ended September 30, 2025, an increase of $51,000 or 2.6%. The increase in 2026 resulted from fewer engineering hours being charged to cost of revenue for contracts in progress, partially offset by personnel reductions.
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 $0.7 million or 12.3% of the revenue for the nine months ended September 30, 2026 as compared to $0.9 million or 6.0% of revenue for the nine months ended September 30, 2025, a decrease of $0.2 million or 28.0%. The decrease was the result of a reduction in personnel.
General and Administrative
General and administrative expenses for the nine months ended September 30, 2026 were $3.0 million or 55.5% of revenue compared to $2.9 million or 18.8% of revenue for the nine months ended September 30, 2025, an increase of $81,000 or 2.8%. The increase was principally due to higher professional fees.
Restructuring Charges
During the nine months ended September 30, 2026, we recorded restructuring charges of approximately $0.8 million, consisting of approximately $0.4 million of severance costs, $0.1 million of legal and board fees and $0.2 million of impairment charges associated with certain fixed assets. Severance costs are net of a reduction of $0.1 million of stock-based compensation related to the forfeiture of unvested stock options. The impairment charges resulted from the Company’s decision to discontinue the pursuit of new equipment system orders and the resulting reduction in the expected future use of certain assets associated with the equipment business.
Gain on Sales of Equipment
We recognized a gain of $46,000 on the sale of equipment that was no longer necessary for our business during the first quarter of 2026.
Other Income (Expense), Net
Other income (expense) consists principally of interest income on U.S. treasury securities and increased as the result of investment of the proceeds from the divestiture of SDC.
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Income Taxes
We continue to evaluate the potential utilization of our deferred tax assets, which have been fully reserved for, on a quarterly basis, by reviewing our economic models, including projections of future operating results.
Discontinued Operations – SDC
Income from discontinued operations consists of $0.5 million from the operations of SDC during the first quarter of 2026 and the gain on the divestiture of SDC of $14.1 million. The gain is net of related income tax expense of $0.1 million.
Liquidity and Capital Resources
As of September 30, 2026, aggregate working capital was $23.9 million as compared to aggregate working capital of $14.1 million at December 31, 2025. Cash and cash equivalents at September 30, 2026 and December 31, 2025 were $23.5 million and $8.7 million, respectively.
Net cash used in operating activities for the nine months ended September 30, 2026 was $1.2 million. This use of net cash was principally due to the net loss from continuing operations of $5.2 million, a $0.2 million reduction in accounts payable and a $0.2 million reduction in contract liabilities. These decreases were partially offset by non-cash expense items of $1.1 million, decrease in accounts receivable of $0.6 million, decrease in contract assets of $1.4 million and a decrease in inventory of $0.5 million.
Net cash provided by investing activities for the nine months ended September 30, 2026 principally consisted of net proceeds from the divestiture of SDC of $15.6 million and proceeds from the sale of assets held for sale and equipment of $0.6 million.
Net cash used in financing activities for the nine months ended September 30, 2026 consisted of the full repayment of an equipment loan in the amount of $0.2 million. As of September 30, 2026, we have no outstanding debt.
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 these condensed consolidated financial statements included in 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 Estimates
This discussion and analysis of the Company’s financial condition and results of operations is based on the Company’s consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States of America, or U.S. GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported periods.
In accordance with U.S. GAAP, we base our estimates on historical experience and on various other assumptions the Company believes are reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.
We consider the following estimates within our significant accounting policies to be critical because of their complexity and the high degree of judgment involved in maintaining them. See Note 3 – “Summary of Significant Accounting Policies” of our Consolidated Financial Statements for additional information regarding our accounting policies.
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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. 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.
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.
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 exist 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. It is not possible for us to predict the likelihood of any possible future impairments or, if such an impairment were to occur, the magnitude of any impairment.
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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 15d-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 Acting Chief Executive Officer and Chief Financial Officer, reviewed and performed an evaluation of the effectiveness of the 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 Acting 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.
Changes in Internal Controls
There were no changes in our internal control over financial reporting as defined in Rule 13a-15(f) and 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 control 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.
Item 1A. Risk Factors.
The following risk factors should be read together with the risk factors previously disclosed in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 30, 2026. Except for the additional risk factors set forth below, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K.
Our restructuring and decision to discontinue pursuing new equipment system orders involve significant risks and may adversely affect our operations, financial condition and results of operations.
In September 2026, we implemented a restructuring plan pursuant to which we discontinued the pursuit of new system orders for our CVD equipment business and reduced our workforce. Following these actions, our remaining operations are focused primarily on completing our existing equipment system backlog, satisfying warranty and other customer obligations, and supporting our ongoing spare parts, quartz and services businesses.
Our ability to successfully execute this transition depends on a number of factors, including our ability to retain personnel with the technical knowledge and skills necessary to complete existing customer projects, obtain required materials and components, achieve customer acceptance, satisfy warranty and other contractual obligations, collect amounts due from customers and maintain appropriate operational and administrative capabilities. The reduction in our workforce may result in the loss of institutional knowledge, increased responsibilities for remaining employees and difficulties maintaining the personnel and resources necessary to support our operations. If we are unable to retain sufficient personnel or other resources, we may experience delays, increased costs, operational disruptions or difficulties fulfilling our obligations to customers.
Because we have discontinued pursuing new equipment system orders, our future equipment system revenue will increasingly depend upon successful completion and recognition of revenue from our existing backlog. As the backlog for equipment system orders is completed, our equipment-related revenue will decline significantly and our spare parts, quartz and services businesses may not generate sufficient revenue or profitability to offset such declines in equipment system revenue. The failure to acquire new sources of revenue, including new business lines or products, could have a material adverse effect on our business, results of operations, financial condition and cash flows.
We recorded restructuring and impairment charges in connection with these actions and may incur additional restructuring, impairment, employee-related, contractual or other charges as we complete the restructuring and continue to evaluate our operations. We may also fail to achieve the anticipated cost savings or other benefits of the restructuring, or such benefits may be less than anticipated. Any of these circumstances could have a material adverse effect on our business, results of operations, financial condition and cash flows.
Our efforts to monetize our real estate and other assets and pursue strategic alternatives may not be successful and could subject us to additional risks and uncertainties.
Our Board of Directors continues to evaluate strategic alternatives intended to enhance shareholder value, including potential opportunities to monetize the Company’s real estate assets and pursue business opportunities consistent with our available financial resources and strategic objectives. In October 2026, we engaged CBRE, Inc. to market for sale our owned real estate properties located in Central Islip and Saugerties, New York.
There can be no assurance that these marketing efforts will result in the sale of either property, that any sale will be completed within an anticipated timeframe or that the terms or net proceeds from any transaction will be acceptable to us. Market conditions, interest rates, property-specific considerations, due diligence findings, financing availability and other factors could adversely affect the timing, valuation or feasibility of a potential transaction. We may also incur professional fees and other costs in connection with these efforts regardless of whether a transaction is completed.
In addition, the evaluation and pursuit of strategic alternatives may require significant attention from our Board of Directors and management and may result in additional legal, advisory and other expenses. Any acquisition, investment, new business opportunity or other strategic transaction we pursue could involve additional risks, including the use of our available cash resources, integration and execution risks, the assumption of liabilities or obligations, and the possibility that the anticipated benefits of the transaction may not be realized.
If we are unable to monetize our assets on acceptable terms, successfully identify and execute other strategic opportunities, or effectively deploy the proceeds from our asset sales, our ability to enhance shareholder value may be adversely affected. There can be no assurance that our strategic initiatives will result in any transaction or ultimately produce the anticipated benefits.
Our future business strategy depends in part on our ability to preserve and effectively deploy our available financial resources, and we may require additional financing in the future.
Following the sale of our SDC business in April 2026, we retained net cash proceeds of approximately $15.6 million after transaction costs, employee-related liabilities and income taxes. We expect to use these proceeds to enhance our financial flexibility while we evaluate strategic opportunities, our facilities and potential acquisitions of other product lines or businesses.
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Our available financial resources may be reduced by operating losses, costs associated with completing our remaining equipment backlog, warranty and other customer obligations, restructuring costs, capital expenditures, taxes, professional fees and other expenditures. The amount and timing of these expenditures may be difficult to predict, particularly as we complete our restructuring and evaluate strategic alternatives.
There can be no assurance that we will identify opportunities to deploy our capital on terms that enhance shareholder value or that investments or acquisitions we pursue will achieve their intended results. If our existing financial resources are insufficient to satisfy our future requirements, we may seek additional financing. Additional financing may not be available when required or may be available only on unfavorable terms. Our inability to preserve our liquidity, appropriately deploy our capital or obtain financing if needed could materially adversely affect our business, financial condition, results of operations and ability to pursue strategic opportunities.
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.
During the three months ended September 30, 2026, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.
| Item 6. | Exhibits | |
| 31.1* | Certification of Warren Cheesman, Acting Chief Executive Officer, dated November 5, 2026 | |
| 31.2* | Certification of Richard Catalano, Chief Financial Officer, dated November 5, 2026 | |
| 32.1* | Certification of Warren Cheesman, Acting Chief Executive Officer, dated November 5, 2026, 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 November 5, 2026, 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. |
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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 5th day of November 2026.
| CVD EQUIPMENT CORPORATION | ||
| By: | /s/ Warren Cheesman | |
| Warren Cheesman | ||
| Acting Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| By: | /s/ Richard Catalano | |
| Richard Catalano | ||
| Executive Vice President and | ||
| Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) | ||
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