Except for historical information contained in this report, the matters discussed are forward-looking statements that involve risks and uncertainties. When used in this report, words such as "anticipates", "believes", "could", "estimates", "expects", "may", "plans", "potential" and "intends" and similar expressions, as they relate to the Company or its management, identify forward-looking statements. Our operations involve risks and uncertainties, many of which are outside our control, and any one of which, or a combination of which, could materially affect our results of operations and whether the forward-looking statements ultimately prove to be correct. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. Such forward-looking statements are based on the beliefs of the Company's management, as well as assumptions made by and information currently available to the Company's management. Among the factors that could cause actual results to differ materially are the following: the effect of business and economic conditions; the impact of competitive products and their pricing; unexpected manufacturing or supplier problems; the Company's ability to maintain sufficient credit arrangements; changes in governmental standards by which our environmental control products are evaluated and the risk factors reported from time to time in the Company's SEC reports, including its recent report on Form 10-K. The Company undertakes no obligation to update forward-looking statements as a result of future events or developments.





General Overview


Cemtrex was incorporated in 1998, in the state of Delaware and has evolved through strategic acquisitions and internal research & development from a small environmental monitoring instruments company into a world leading multi-industry technology company. The Company now specializes in the development of Internet of Things (IoT), Artificial Intelligence (AI) and Virtual Reality (VR) enabled technologies that drive innovation in a wide range of sectors, including consumer products, industrial manufacturing, digital applications, and intelligent security & surveillance systems. Unless the context requires otherwise, all references to "we", "our", "us", "Company", "registrant", "Cemtrex" or "management" refer to Cemtrex, Inc. and its subsidiaries.

The Company continuously assesses the composition of its portfolio businesses to ensure it is aligned with its strategic objectives and positioned to maximize growth and return in the coming years. During fiscal 2019, the Company made a strategic decision to exit its Electronics Manufacturing group by selling all companies in that business segment on August 15, 2019. During fiscal 2019, the Company also reached a strategic decision to exit its original environmental products business and sold those operations.

Now the Company has two business segments, consisting of (i) Advanced Technologies (AT) and (ii) Industrial Services (IS)





Advanced Technologies (AT)


Cemtrex's Advanced Technologies segment delivers cutting-edge technologies in the Internet of Things (IoT), Wearables and Smart Devices, such as the SmartDesk. Through the Company's advanced engineering and product design, Company delivers Virtual Reality (VR) and Augmented Reality (AR) products that provide higher productivity, progressive design and impactful experiences for consumer products, digital applications and industrial manufacturing.

The AT business segment also includes the Company's majority owned subsidiary, Vicon Industries, which provides end-to-end security solutions to meet the toughest corporate, industrial and governmental security challenges. Vicon's products include browser-based Video monitoring systems and facial recognition systems, cameras, servers, and access control systems for every aspect of security and surveillance in industrial and commercial facilities, federal prisons, hospitals, universities, schools, and federal and state government offices. Vicon provides cutting edge, mission critical security and video surveillance solutions utilizing Artificial Intelligence (AI).





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Industrial Services (IS)


Cemtrex's IS segment, offers single-source expertise and services for rigging, millwrighting, in plant maintenance, equipment erection, relocation, and disassembly to diversified customers. We install high precision equipment in a wide variety of industrial markets like automotive, printing & graphics, industrial automation, packaging, and chemicals among others. We are a leading provider of reliability-driven maintenance and contracting solutions for the machinery, packaging, printing, chemical, and other manufacturing markets. The focus is on customers seeking to achieve greater asset utilization and reliability to cut costs and increase production from existing assets, including small projects, sustaining capital, turnarounds, maintenance, specialty welding services, and high-quality scaffolding.

Significant Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon the accompanying unaudited condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"). The preparation of financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses, and the related disclosures at the date of the financial statements and during the reporting period. Although these estimates are based on our knowledge of current events, our actual amounts and results could differ from those estimates. The estimates made are based on historical factors, current circumstances, and the experience and judgment of our management, who continually evaluate the judgments, estimates and assumptions and may employ outside experts to assist in the evaluations.

Certain of our accounting policies are deemed "significant", as they are both most important to the financial statement presentation and require management's most difficult, subjective or complex judgments as a result of the need to make estimates about the effect of matters that are inherently uncertain. For a discussion of our significant accounting policies, see "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended September 30, 2019.

Results of Operations - For the three months ending June 30, 2020 and 2019

Total revenue for the three months ended June 30, 2020 and 2019 was $8,440,867 and $10,928,933, respectively, a decrease of $2,488,066, or 23%. Loss from continuing operations for the three months ended June 30, 2020 and 2019 was $4,490,368 and $1,667,033, respectively, an increase of $2,823,335, or 169%. Total revenue for the quarter decreased, as compared to total revenue in the same period last year, due to shutdowns and limited operations of businesses due to the COVID-19 crisis. Loss from continuing operations increased due to decreased sales during the COVID-19 crisis.





Revenues


Our Advanced Technologies segment revenues for the three months ended June 30, 2020, decreased by $1,551,062 or 24% to $4,977,424 from $6,520,486 for the three months ended June 30, 2019. This decrease is mainly due to the impact of the COVID-19 crisis.

Our Industrial Services segment revenues for the three months ended June 30, 2020, decreased by $937,004 or 21%, to $3,463,443 from $4,440,447 for the three months ended June 30, 2019. This decrease is mainly due to the impact of the COVID-19 crisis.





Gross Profit


Gross Profit for the three months ended June 30, 2020 was $3,279,852 or 39% of revenues as compared to gross profit of $4,058,013 or 38% of revenues for the three months ended June 30, 2019. Gross profit decreased in the three months ended June 30, 2020, compared to the three months ended June 30, 2019 due to lower sales, however the percentage increase is due to a shift by management in the last fiscal year to focus on products with higher gross margins. The Company's gross profit margins vary from product to product and from customer to customer.





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General and Administrative Expenses

General and administrative expenses for the three months ended June 30, 2020 increased $1,549,578 or 38% to $5,606,659 from $4,057,081 for the three months ended June 30, 2019. General and administrative expenses as a percentage of revenue was 66% and 37% of revenues for the three-month periods ended June 30, 2020 and 2019. The increase in General and Administrative Expenses both as a percentage of revenue is the reduction in sales from the same quarter last year and on a dollar per dollar basis is the result of increased salaries expense.

Research and Development Expenses

Research and Development expenses for the three months ended June 30, 2020 was $331,936 compared to $285,583 for the three months ended June 30, 2019. Research and Development expenses are primarily related to the Advanced Technologies Segment's development of proprietary technology and further developments of the SmartDesk and Artificial Intelligence (AI) connected with security and surveillance systems software.





Other Income/(Expense)


Other income/(expense) for the third quarter of fiscal 2020 was $(1,823,967) as compared to $(2,162,854) for the third quarter of fiscal 2019. Other income/(Expense) for the three months ended June 30, 2020 was primarily due to interest expense.





Provision for Income Taxes



During the third quarter of fiscal 2020 the Company recorded an income tax expense of $7,658 compared to a benefit of $780,742 for the third quarter of fiscal 2019. The provision for income tax is based upon the projected income tax from the Company's various U.S. and international subsidiaries that are subject to their respective income tax jurisdictions.





Comprehensive loss


The Company had a comprehensive loss of $4,149,335 or 49% of revenues, for the three-month period ended June 30, 2020 as compared to a comprehensive loss of $3,103,266 or 28% of revenues, for the three months ended June 30, 2019. Comprehensive loss increased in the third quarter as compared to comprehensive loss in the same period last year, as a result of the reduction in sales due to the COVID-19 crisis.

Results of Operations - For the nine months ending June 30, 2020 and 2019

Total revenue for the nine months ended June 30, 2020 and 2019 was $32,774,797 and $28,371,927, respectively, an increase of $4,402,870, or 16%. Loss from continuing operations for the nine months ended June 30, 2020 and 2019 was $6,506,774 and $5,638,254, respectively, an increase of $868,520, or 15%. Total revenue for the first three quarters increased, as compared to total revenue in the same period last year, due to sales increases in the Advanced Technologies Segment. Loss from continuing operations increased due to the loss of sales in the third quarter due to the COVID-19 crisis.





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Revenues


Our Advanced Technologies segment revenues for the nine months ended June 30, 2020, increased by $4,464,960 or 32% to $18,389,057 from $13,924,097 for the nine months ended June 30, 2019. This increase represents mainly the consolidation of Vicon Industries, Inc starting in the second quarter of fiscal year 2019.

Our Industrial Services segment revenues for the nine months ended June 30, 2020, decreased by $62,090 or 0.4%, to $14,385,740 from $14,447,830 for the nine months ended June 30, 2019. The decrease was primarily due to the timing and recognition of revenue.





Gross Profit


Gross Profit for the nine months ended June 30, 2020 was $13,974,442 or 43% of revenues as compared to gross profit of $11,052,395 or 39% of revenues for the nine months ended June 30, 2019. Gross profit increased in the nine months ended June 30, 2020, compared to the nine months ended June 30, 2019 due to a shift by management in the last fiscal year to focus on products with higher gross margins. The Company's gross profit margins vary from product to product and from customer to customer.

General and Administrative Expenses

General and administrative expenses for the nine months ended June 30, 2020 increased $1,822,183 or 13% to $16,187,890 from $14,365,707 for the nine months ended June 30, 2019. General and administrative expenses as a percentage of revenue was 49% and 51% of revenues for the nine-month periods ended June 30, 2020 and 2019. The decrease in General and Administrative Expenses as a percentage of revenue is the result of reduction in overhead expenses. This increase on a dollar per dollar basis represents mainly the consolidation of Vicon Industries, Inc starting in the second quarter of fiscal year 2019.

Research and Development Expenses

Research and Development expenses for the nine months ended June 30, 2020 was $1,113,455 compared to $1,136,981 for the nine months ended June 30, 2019. Research and Development expenses are primarily related to the Advanced Technologies Segment's development of proprietary technology and further developments of the SmartDesk and Artificial Intelligence (AI) connected with security and surveillance systems software.





Other Income/(Expense)


Other income/(expense) for the first three quarters of fiscal 2020 was $(2,982,670) as compared to $(3,142,212) for the first three quarters of fiscal 2019. Other income/(Expense) for the nine months ended June 30, 2020 was primarily due to interest expense.





Provision for Income Taxes


During the first three quarters of fiscal 2020 the Company recorded an income tax expense of $197,201 compared to a benefit of $1,954,251 for the first three quarters of fiscal 2019. The provision for income tax is based upon the projected income tax from the Company's various U.S. and international subsidiaries that are subject to their respective income tax jurisdictions.





Comprehensive loss


The Company had a comprehensive loss of $8,623,905 or 26% of revenues, for the nine-month period ended June 30, 2020 as compared to a comprehensive loss of $9,249,975 or 33% of revenues, for the nine months ended June 30, 2019. Comprehensive loss decreased in the first three quarters as compared to comprehensive loss in the same period last year, as a result of the increased sales and foreign currency translation gain.





Effects of Inflation


The Company's business and operations have not been materially affected by inflation during the periods for which financial information is presented.





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Liquidity and Capital Resources

Working capital was $17,165,395 at June 30, 2020 compared to $3,240,348 at September 30, 2019. This includes cash and equivalents and restricted cash of $14,273,738 at June 30, 2020 and $2,858,085 at September 30, 2019, respectively. The increase in working capital was primarily due to the Company's raising of capital through equity offerings in June 2020.

Accounts receivable decreased $1,654,509 or 26% to $4,804,475 at June 30, 2020 from $6,458,984 at September 30, 2019. The decrease in accounts receivable is attributable to lower sales in the third quarter of fiscal year 2020 due to the COVID-19 crisis.

Inventories increased $1,384,453 or 27% to $6,591,608 at June 30, 2020 from $5,207,155 at September 30, 2019. The increase inventories is attributable to the purchase of inventories to fulfill sales bookings not shipped in the third quarter.

Operating activities used $2,227,538 of cash for the nine months ended June 30, 2020 compared to providing $3,361,482 of cash for the nine months ended June 30, 2019. The decrease in operating cash flows was primarily due to the increase in operating assets, as compared to the same period a year ago. Discontinued operations for the nine months ended June 30, 2019 provided cash of $1,636,714.

Investment activities used $6,653,700 of cash for the nine months ended June 30, 2020 compared to using cash of $2,114,350 during the nine-month period ended June 30, 2019. Investing activities for the first three quarters of fiscal year 2020 were driven by the Company's investment in fixed assets and marketable securities. Discontinued operations for the nine months ended June 30, 2019 used cash of $119,482.

Financing activities provided $20,176,160 of cash in the nine-month period ended June 30, 2020 as compared to providing cash of $81,739 in the nine-month period ended June 30, 2019. Financing activities were primarily driven by proceeds from notes payable, proceeds from bank loans, and proceeds from securities purchase agreements offset by payments on bank loans, notes payable, expenses of notes payable and equity offerings, and use of the Company's revolving credit lines. Discontinued operations for the nine months ended June 30, 2019 used cash of $78,123.

We believe that our cash on hand and cash generated by operations is sufficient to meet the capital demands of our current operations during the 2020 fiscal year (ending September 30, 2020). Any major increases in sales, particularly in new products, may require substantial capital investment. Failure to obtain sufficient capital could materially adversely impact our growth potential.

Overall, there is no guarantee that cash flow from our existing or future operations and any external capital that we may be able to raise will be sufficient to meet our expansion goals and working capital needs.

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