CVD Equipment Corporation

Good afternoon and welcome to the CVD Equipment Corporation fourth quarter and full year 2025 earnings conference call. As a reminder, today's call is being recorded. We will begin with prepared remarks, followed by a question and answer session. Presenting on today's call are Emmanuel Lekios, President and Chief Executive Officer, and Richard Catalano, Executive Vice President and Chief Financial Officer. Our next press release and information about today's call replay are available in the investor relations section of our website at cvdequipment.com. Before we begin, please note that comments made during this call may include forward-looking statements, including statements regarding our future financial performance, market growth, product demand, business outlook, and strategic initiatives. These statements are based on current expectations and are subject to risk and uncertainties that could cause actual results to differ materially. For discussion of these risks, please refer to our filings with the Securities and Exchange Commission, including the risk factors section of our annual report on Form 10-K for the year ended December 31, 2025. We undertake no obligation to update any forward-looking statements except as required by law. With that, I will now turn the call over to Emmanuel Alekios, President and Chief Executive Officer.

Thank you, Diego, and good afternoon, everyone. We appreciate you joining us today to review our fourth quarter and full year 2025 financial results and to provide you an update on our business and strategic initiatives. Following our prepared remarks, we will be happy to take your questions. As previously disclosed in response to continued volatility in order rates and recent decline in bookings within our CBD equipment division, we have initiated a transformation strategy during the fourth quarter designed to significantly reduce fixed operating costs, create a more agile organization, and better position the company to maximize shareholder value. Key elements of this plan included transitioning the CVD equipment business from a vertically integrated fabrication model to outsource fabrication for certain components, which we expect will reduce fixed costs and improve scalability. Completing a workforce reduction in the CVD equipment division during the fourth quarter, which was to right-size the organization, and is expected to reduce annual operating costs by approximately 1.8 million in 2026, revising our sales approach by leveraging distributors and external representatives to complement our internal sales organization, and exploring strategic alternative for certain businesses and product lines, including potential asset sales or divestitures. As part of our strategic review, On March 23, 2026, we announced that we had entered into a definitive agreement under which our SDC business will be sold to Atlas Copco Group. The purchase price is approximately $16.9 million in cash, subject to certain purchase price adjustments. The transaction is expected to close during the second quarter of 2026, subject to customary closing conditions. This transaction will allow us to sharpen our focus on our core CVD equipment business in Central Islip, New York. It is also expected to strengthen our balance sheet and provide additional financial flexibility as we continue to evaluate opportunities across the CVD equipment business, its product lines, and our facilities. We expect net cash proceeds after transaction expenses and taxes to be approximately $15 million. of which 900,000 will be held in escrow for post-closing adjustments and identification obligations under the agreement. We retain ownership of our Saugerties New York facility, which will be leased to Atlas Copco Group for the initial term of two years following the closing. I also want to express our appreciation to our SDC employees for their contribution to the company over the years. Turning to our financial results, fourth quarter 2025 revenue was $5 million, down 33% from prior year period, and down 33% sequentially from the third quarter. For our full year 2025, revenue was $25.8 million, a decrease of 4.1% from fiscal year 2024. Orders in the fourth quarter totaled $3.5 million, driven primarily by the demand in our SDC segment for gas delivery equipment and the receipt of two orders from Stony Brook University for two PBT-150 units. For the full year, orders totaled $13 million compared to $28 million in 2024, primarily driven by demand in our SDC business for gas delivery equipment and order for spare parts and service for our CBD equipment division. At December 31st, 2025, backlog was 6.6 million compared with 8 million at the end of September 30th, 2025. and $19.4 million at the end of December 31st, 2024. Our bookings continued to be pressured by several factors, including softer demand for our products in our CBD equipment division, tariff-related uncertainties, reduced U.S. government spending for universities, and a slower pace of adoption of our solutions in certain end markets. We continue to monitor our customer demand, the general uncertainty of the geopolitical environment, and potential tariff impacts, and we are planning accordingly. Even against this backdrop, we remain focused on delivering solutions across our key targeted markets of aerospace, defense, industrial applications, including silicon carbide on graphite, and silicon carbide use in hyper-electronics and other emerging applications. With that, I will turn the call over to our CFO, Richard Catalano, to review the financial results in more detail.

Richard Catalano Thank you, Manny, and good afternoon, everyone. Fourth quarter of 2025 revenues was $5 million. This compares to $7.4 million in the fourth quarter of 2024. This year-over-year decline was primarily driven by lower CBD systems revenue. Revenue in our CBD equipment segment was concentrated among two key customers, which together represented approximately 53% of total fourth quarter revenue. Our SDC segment reported revenue of $2.2 million in the quarter, compared to $1.9 million in the fourth quarter of fiscal 24, and $1.7 million in the third quarter of 2025. Consolidated gross profit for the quarter was $1.1 million, resulting in a gross margin of 22.2%. This compares with a gross profit of $2 million and a gross margin of 26.4% in the prior year quarter. The decrease was primarily due to lower CBD revenue, which resulted in higher unabsorbed overhead as well as a less favorable contract mix. Our operating loss for the fourth quarter of 2025 was $1.3 million compared to operating income of $34,000 in the fourth quarter of 2024. Included in the fourth quarter 2025 results was a non-cash impairment charge of $163,000. This was related to certain equipment and capitalized software associated with our transition to outsource fabrication of certain components in our CBD business. After interest income, the net loss for the quarter was $1.3 million or 18 cents per diluted share, compared with net income of $132,000 or 2 cents per diluted share in the prior year quarter. For the full fiscal year, revenue was $25.8 million. This compares to $26.9 million in fiscal 2024. The year-over-year decline was primarily due to lower SDC revenue and lower Mesoscribe revenue. As we ceased that business, Mesoscribe ceased operations in 2024. Revenue in our CBD equipment segment was again concentrated among two key customers, which together represent 41 percent of total revenue for the year. Our SDC segment reported full-year revenue of $7.6 million as compared to $7.8 million in fiscal 2024. The consolidated gross profit in fiscal 2025 was $7.3 million or 28.3% of revenue compared to $6.1 million or 22.5% of revenue in fiscal 2024. The increase in gross profit was primarily due to improved gross margins in our CBD equipment segment This was primarily due to a prior year charge of $1.6 million that we took last year to write down certain inventory to net realizable value. We did not incur a similar charge in fiscal 25. This improvement, not having the charge, was partially offset by lower gross profit in the current year in our SDC and mesoscribe segments due principally to lower revenues. Operating loss for fiscal 25 was 1.9 million. This compares to an operating loss of 2.4 million in fiscal 24. Interest income, net loss for the year was 1.6 million or 23% for diluted share compared to a net loss of 1.9 million or 28 cents for diluted share in fiscal 24. At December 31st, 25, we had cash and cash equivalents of 8.7 million This compares to 12.6 million at December 31st, 24. Net cash used in operating activities during fiscal 25 was 3.7 million. This was largely driven by changes in working capital and contract timing as far as milestone billings. Working capital improved to 14.1 million at year end 25. This compares to 13.8 million at the end of 24. This was due in part to the classification of approximately 0.5 million of fixed assets that we had held for sale and for which we sold in the early part of 2026. Looking ahead, our return to consistent profitability will depend on improved equipment order flow, disciplined cost management, successful execution of our transformation plan, and continued control of capital expenditures. While our quarterly results might continue to fluctuate based on order timing, we believe our current cash position and projected cash flows will be sufficient to support our working capital and capital expenditure requirements for at least the next 12 months. In addition, upon the closing of the transaction to sell SDC, we expect net cash proceeds, excluding the $900,000 escrow amount, to approximately $14 million, and we currently intend to initially invest those proceeds in U.S. Treasury securities. With that, I'll now turn it back to Manny.

Thank you, Rich. Our priorities are clear, serving our customers, supporting our employees, and creating value for our shareholders, and returning the business to sustained profitability. Operator, we are now ready to open the line for questions.

Thank you. And at this time, we'll conduct our question and answer session. If you would like to ask a question, please press star 1 on your telephone keypad. A confirmation tone will indicate that your line is in the question queue. You may press star two if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. Once again, to ask a question, press star one. We'll pause for a moment while we pull for questions. And our first question comes from Brett Rice with Jannie Montgomery Scott. Please state your question.

Yeah. Hi, Manny. Hi, Richard. Can you hear me?

We can hear you, Brett. Good to hear you again.

Great. Great. Great. Hi. You're sitting on, you know, $23, $24 million in cash. Could you describe to us you know, the skill sets of your existing, you know, engineers. And what I'm trying to get at is, you know, what are the skill sets would be complementary and enhanced? What type of acquisition you might be contemplating with the $23 million?

Yeah. Well, so, Brett, the number, you know, I'll let Rich speak to the actual number on the cash. And, you know, cash on hand plus what we'll net from the transaction. But as far as the talent pool, you asked, there are a couple of questions in your one question. The first is talent pool is consistent with what the talent pool was essentially from a capabilities perspective a year ago. We have a full complement of resources in the engineering and technology group for CVD equipment or CVI equipment, basically the main product line from Central Islet. So we retain that skill set. As far as the subsequent question, which is what are we going to do with the cash and the proceeds, The board is looking at opportunities and strategic alternatives for increasing shareholder value, and we'll continue to do that. At this point in time, we do not have something that is material or a path yet. This was a fair transaction for all parties, the FTC transaction, so we took advantage of that. So time will tell, but we don't have something to highlight today.

Yeah, you know, fair enough. Can you give us some sense, though, of what the pipeline of opportunities you're looking at? Are you looking at three, four, five different things? And, you know, and how long have you been kicking the tires on some of these opportunities?

Well, you know, we, as a board, we've been looking at strategic alternatives for quite a, you know, several quarters, as you can imagine. You know, you don't do a transaction in a quarter or two. Right. And so, but again, at this point in time, I'd be speaking at a turn of, I think in the next few quarters, we'll be able to identify and share with you some additional information. But right now, again, Brad, I don't have anything to speak of.

Okay. And are you guardedly optimistic, though, you'll be able to find something that will have a less lumpy or a more recurring revenue stream, perhaps with service revenue, which has always been what the company would like to have had, but just the nature of the type of businesses we're in, it's always been a kind of lumpy revenue cadence.

Well, the equipment business, Brett, is lumpy in itself, especially when you're sub a couple hundred million dollars of revenue, as we are, of course. I think you've outlined nicely The objective for any strategic activity, which we want to have, is have a smooth, non-lumpy revenue stream, good customer value in spares and service. Those are all the attributes of entities we would like to entertain. But again, I can't speak to that at this point.

Okay. I'll drop back. I don't know if there are any other people. Thank you again, Brad.

Good hearing your voice.

You bet.

Thank you. And a reminder to the audience, to ask a question, press star one. If you remove yourself from the queue, press star two. And your next question comes from Frank Giordano, private investor. Please go ahead.

Hello, Manny and Richard. I just wanted to ask a question regarding what the money is to something continuing on with Brett before. Regarding that, have you ever considered paying a special dividend in situations like this, or is it something that the company doesn't pay?

I do not believe that in the history of the company a special dividend was paid. At least in the period of time that I've been with the company, which is nine years, that has not been the case. But I could be corrected. But I I think I'm accurate. Clearly, we believe shareholder value is based on growing the business and utilization of our funds in a respectful manner, and we are conservative. At this point in time, that is not actively on the table.

Okay, and something else regarding the business itself. Are you concentrating a little bit with the military right now? Let's say in the drone companies or anything dealing with the military due to the situation that we are in?

Yes, Frank, thank you. Yeah, we do serve aerospace and defense. That's one of our key markets. About 78% of our revenue over the last several years of our orders has come from military and defense, whether it's gas turbine engines, the use of CMCs or other ceramics, which we rebuild the equipment that creates the material, and that goes into both commercial and also military gas turbine engines. As well as last year, we received an order, we shifted this year. Actually, we shifted in 2025. It was for a research system that will be used for especially the ceramic materials for hypersonics. So we are in the next generation, I would say, materials. And it will continue. I foresee that it will continue to be a revenue and revenue previously to that order will be driven by aerospace defense for the foreseeable future. That's where these advanced materials are primarily utilized.

Okay. I just wanted to tell you just my opinion here. You remind me of a company based out of Milan. It's called Sias Jetters. It was founded during Mussolini's time, the dictator Mussolini, and it survived through World War II. And then it became a company. It was taken over, I believe, a couple years ago at a much higher price than what it was in 2000. It was the only Italian company trading on the NASDAQ back in 2000. And it was around your price, around $3 or $4 a share. And they used to pay a dividend every three months. And I couldn't believe it. But it was with the vapor, the position. They do a lot of stuff, maybe different from your kind of company. But again, it was similar. It was similar. If you could research that and give you some ideas, interesting company out of Multnomah.

Yeah, drop us a line on the – I didn't catch the name entirely, but drop us a line on that.

I'll repeat it again. Saez Jetters, G-E-T-T-E-R-S. And there was a takeover, but the name is still there. There's a website. Of course, you could research it. But again – I don't know if they do have a division here still in the United States, out of Denver or something like that. But I remember that, you know, 20 years ago when I used to deal with them.

Will do. Thank you, sir. Appreciate it.

Okay. All right. Thank you.

Thank you. And there appears to be no additional questions at this time. So I'll hand the floor back to Emmanuel Lacchios for closing remarks. Thank you.

Thank you, Diego, and thanks to everyone for joining us today. We appreciate your continued interest and support of CBD Equipment Corporation. If you have any additional questions, as I said earlier, please reach out to myself or Rich directly, and this concludes today's conference call.

Thank you. And all parties may now disconnect. Have a good day.