You should read the following discussion and analysis in conjunction with our
consolidated financial statements and related notes contained elsewhere in this
report. This discussion contains forward-looking statements that involve risks,
uncertainties and assumptions. Our actual results may differ materially from
those anticipated in these forward-looking statements as a result of a variety
of factors discussed in this report and those discussed in other documents we
file with the SEC. In light of these risks, uncertainties and assumptions,
readers are cautioned not to place undue reliance on such forward-looking
statements. These forward-looking statements represent beliefs and assumptions
as of the date of this report. While we may elect to update forward-looking
statements at some point in the future, we specifically disclaim any obligation
to do so, even if our estimates change. Past performance does not guarantee
future results.



Executive Summary



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



During 2022, the CVD team accomplished a number of milestones, including:

? Overall 57% revenue growth, led by sales of our PVT150 system that is used to


    grow silicon carbide crystals;



? Received orders for 24 of our PVT150 systems in 2022 and a cumulative total

orders of 30 PVT150 systems in 2021 and 2022. We commenced marketing of our

PVT150 system to other potential customers during the latter part of 2022.






  ? Received a $3.7 million order from a major aerospace company for the
    production of a CVI system. The system will be used by our customer to
    manufacture CMCs) for their gas turbine jet engines.



? Total bookings for 2022 were approximately $33.1 million, an increase of $11.9


    million or 56.6% as compared to 2021.




  ? Increased our backlog by $7.4 million to $17.8 million.




  ? Expanded our facilities to enhance our manufacturing capabilities.




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Business Update



Since early 2021, we have focused on bolstering our core business of equipment
manufacturing. This has resulted in the rationalization of our CVD Materials
business, including the consolidation of our Tantaline business into our
Nordborg, Denmark facility.



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



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



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





We believe that the receipt of a $3.7 million order from a major aerospace
company in 2022 for the production of chemical vapor infiltration system
reflects the beginnings of a revival in aircraft manufacturing. In prior years,
we had sold Tow-Coating Systems to manufacture CMCs to another major jet engine
manufacturer and have an installed base of such systems at that customer.



During 2022, new order bookings approximated $33.1 million, representing an
increase of approximately 56.6% compared to bookings of $21.1 million in 2021.
We have achieved order growth in all segments, including a 100% growth in the
CVD equipment portion of the business, with 33 system orders in 2022, that
included the 24 PVT150 systems, as compared to a total of 23 systems booked in
2021.



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Results of Operations


Years Ended December 31, 2022 and 2021





The following table presents revenue and expense line items reported in our
Consolidated Statements of Operations for the years ended December 31, 2022 and
2021 and the period-over-period dollar and percentage changes for those line
items (in thousands, except percentages).



                                   December 31,       December 31,
                                       2022               2021             Change           Percent

Revenue                           $       25,813     $       16,447            9,366                57 %

Cost of revenue                           19,186             13,370            5,816                44 %

Gross profit                               6,627              3,077            3,550               115 %

Operating expenses
Research and development                   1,906              1,785              121                 7 %
Selling and shipping                       1,216                864              352                41 %
General and administrative                 5,328              5,092              236                 5 %

Total operating expenses                   8,450              7,741              709                 9 %

Operating loss                            (1,823 )           (4,664 )          2,841               (61 %)

Other income (expense):
Interest income                              162                  6              156                 *
Interest expense                              (8 )             (261 )            253                 *
Employee retention credits                 1,529                  -            1,529                 *
Foreign exchange loss                        (95 )             (143 )             48                 *
Gain on sale of building                       -              6,894           (6,894 )               *
Gain on debt extinguishment                    -              2,443           (2,443 )               *
Other income                                  15                500             (485 )               *
Total other income, net                    1,603              9,439           (7,836 )               *

(Loss) income before income tax             (220 )            4,775           (4,995 )               *

Income tax expense                             4                 28              (24 )               *

Net (loss) income                 $         (224 )   $        4,747           (4,971 )               *




* Not meaningful





Revenue

                                   December 31,      December 31,
                                       2022              2021            Change           Percent
CVD Equipment                      $      16,674     $       8,589     $     8,085                94 %
SDC                                        6,541             4,849           1,692                35 %
CVD Materials                              3,171             3,355            (184 )              (5 %)
Intersegment sales elimination              (573 )            (346 )          (227 )               *
Total                              $      25,813     $      16,447     $     9,366                57 %




* Not meaningful



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Our revenue for the year ended December 31, 2022 was $25.8 million compared to $16.4 million for the year ended December 31, 2021, an increase of 57%.





The increase in revenue versus the prior year period was primarily attributable
to increased revenue of $8.1 million from the CVD Equipment segment related to
equipment sales and spare parts, a $1.7 million increase in revenue from our SDC
segment, offset, in part by, decreased revenue of $0.2 million from the CVD
Materials segment. The increase in revenue in the period was principally the
result of the recognition of revenue associated with our PVT150 systems. Sales
of PVT150 systems were made to one customer in 2022 and represented 29.2% of our
total revenues and 46% of CVD Equipment segment revenues.



Our order backlog at December 31, 2022 was approximately $17.8 million as
compared to December 31, 2021 of $10.4 million. Our backlog at December 31, 2022
consists of approximately $16.2 million related to remaining performance
obligations of contracts in progress and the balance of approximately $1.6
million represents orders received from customers. Historically, our revenues
and orders have fluctuated based on changes in order rate as well as other
factors in our manufacturing process that impacts the timing of revenue
recognition. Accordingly, orders received from customers and revenue recognized
may fluctuate from quarter to quarter.



The revenue contributed by the CVD Equipment segment for the year ended December
31, 2022 represented 65% of overall revenue as compared to 52% of overall
revenue for the year ended December 31, 2021. The increase in revenues of $8.1
million or 94% resulted from an increase in orders in 2022 over 2021 due to
increased demand for our products, principally for our PVT150 systems.



The revenue contributed by the SDC segment for the year ended December 31, 2022
represented 25% of overall revenue as compared to 29% of overall revenue for the
year ended December 31, 2021 Revenue for our SDC segment increased $1.7 million
or 35% due to increased orders and demand for the SDC's products during 2022 as
compared to the prior year.



The revenue contributed by the CVD Materials segment for the year ended December
31, 2022 represented 12% of our overall revenue as compared to 20% of overall
revenue for the year ended December 31, 2021 The decrease of $0.2 million was
principally due to lower demand for coating services by our Tantaline subsidiary
during 2022 as compared to 2021.



Gross Profit



Gross profit for the year ended December 31, 2022 amounted to $6.6 million, with
a gross profit margin of 26%, compared to a gross profit of $3.1 million and a
gross profit margin of 19% for the year ended December 31, 2021. The increase in
gross profit of $3.6 million was primarily the result of leveraging fixed costs
on higher sales levels and improved product mix, which offset certain component
cost increases and higher compensation costs.



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Research and Development



For the year ended December 31, 2022, research and development expenses were
$1.9 million, or 7.4% of revenue as compared to $1.8 million, or 11% for the
year ended December 31, 2021. The increase in 2022 was the result of increased
personnel and employee-related costs to develop new products for key growth
markets.



General engineering support and expenses related to the development of more
standard 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 $1.2 million or 4.7% of the revenue for the year ended
December 31, 2022 as compared to $0.9 million or 5.3% for the year ended
December 31, 2021. The increase in 2022 was primarily the result of increased
personnel and employee-related costs during to support increased marketing
efforts.



General and Administrative



General and administrative expenses for the year ended December 31, 2022 were
$5.3 million or 21% of revenue compared to $5.1 million or 31% of revenue for
the year ended December 31, 2021, an increase of $0.2 million. The increase in
expenses was principally due to increases in personnel and employee-related
costs of approximately $0,6 million to support the growth of our business, a
severance charge of $0.1 million, a bad debt recovery in the prior year of $0.1
million and other increases of $0.3 million. Offsetting these increases were
lower professional fees of approximately $0.3 million, decreased
building-related costs of associated with the 555 Building that was sold in July
2021 of approximately $0.6 million.



Other Income, Net


Other income, net was $1.6 million for the year ended December 31, 2022 as compared to other income, net of $9.4 million for the year ended December 31, 2021.





During 2022, we conducted an analysis to determine if we were entitled to
employee retention credit ("ERC") under the Coronavirus Aid, Relief, and
Economic Security Act as amended by the Taxpayer Certainty and Disaster Tax
Relief Act of 2020 and the American Plan Act of 2021. Based in our analysis, we
determined that we are entitled to an ERC of approximately $1.5 million related
to payroll paid in the first and third quarters of 2021 under the applicable
Internal Revenue Service regulations related to ERCs. Accordingly, the Company
has recognized other income of $1.5 million for the year ended December 31,
2022.



The gain on debt extinguishment in 2021 was the result of the forgiveness of the
Company's PPP loan in the amount of $2.4 million. The gain on the sale of the
building of $6.9 million in 2021 was the result of the sale of our 555 Building.
Other income from subleasing a portion of our 555 Building (which was sold on
July 26, 2021) was $500,000 for the year ended December 31, 2021. The foreign
exchange losses in both 2022 and 2021 are related to an intercompany loan
between CVD and its Tantaline subsidiary in Denmark.



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As a result of our increased cash position from the sale of the 555 Building in
July 2021 and higher interest rates, interest income increased from $6,000 in
2021 to $162,000 in 2022. In addition, interest expense decreased principally
due to the satisfaction of the mortgage loans on our 555 Building on July 26,
2021 and on our 355 Building on March 1, 2022.



Income Taxes



Income tax expense for the years ended December 31, 2022 and 2021, was $4,000
and $28,000, respectively, related to minimum state taxes. We continue to
evaluate for potential utilization of our deferred tax asset, which has been
fully reserved for, on a quarterly basis, by reviewing our economic models,
including projections of future operating results.



Inflation and Supply Chain Matters





We experienced increased costs on certain materials and components as well as
delays in supply chain delivery, which may also impact our ability to recognize
revenue and reduce our gross profit margins, as well as extend our manufacturing
lead times and reduce our manufacturing efficiencies. We have commenced placing
orders with more lead time to help mitigate the manufacturing delays, as well as
assessing other suppliers or components to attempt to mitigate the potential
cost impacts. In addition, we are utilizing our in-house flexible manufacturing
to attempt to further mitigate both potential schedule delivery delays and
material cost increase. While we have initiated actions to mitigate the
potential negative impacts to our revenue and profitability, there can be no
assurance of the ultimate impact and the length of time that the supply chain
factors may impact our revenues and profitability.



Inflation has also had an impact on salaries and compensation. To remain
competitive in the acquisition and retention of our employees, we have reviewed
and adjusted salaries and implemented bonus incentives to mitigate the potential
negative impacts of inflation on our employees.



Liquidity and Capital Resources





As of December 31, 2022, we had aggregate working capital of $15.5 million
compared to aggregate working capital of $16.7 million at December 31, 2021. Our
cash and cash equivalents at December 31, 2022 and 2021 were $14.4 million and
$16.7 million, respectively.



Net cash provided by operating activities during 2022 was $194,000. This is the
result of the net loss of $224,000 as adjusted for non-cash expenses of
depreciation and amortization and stock-based compensation of $1.3 million. Cash
from operations decreased due to increases in a) accounts receivables of $2.3
million due to increases in our revenues, b) inventories of $1.3 million due to
longer lead times and additional orders, and c) other receivables as we recorded
a receivable of $1.5 million for ERC credits offset by an increase in contract
liabilities of $2.4 million related to advance payments from customers in excess
of costs incurred and from an increase of $1.0 million in accounts payable and
accrued expenses.



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Capital expenditures in the year ended December 31, 2022 were $0.7 million related to purchases of manufacturing equipment to allow for more efficient manufacturing and improved control of our supply chain. In September 2022, we entered into a loan agreement to acquire equipment in the amount of $0.4 million. This loan is secured by the equipment and is payable in 60 equal monthly installments of $8,352 with an interest rate of 6%.

We had a loan agreement with a bank that was secured by a mortgage on our Central Islip headquarters at 355 South Technology Drive. On March 1, 2022, according to the terms of the agreement, the loan amount outstanding of approximately $1.8 million was satisfied.





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



Critical Accounting Policies and Estimates





Use of Estimates



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


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





Revenue Recognition



We design, manufacture, and sell custom chemical vapor deposition equipment
through contractual agreements. These system sales require us to deliver
functioning equipment that is generally completed within three 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.



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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.

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