UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934

 

For the quarterly period ended June 30, 2020

OR

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934

 

For the transition period from ___________to ____________

 

Commission File Number 001-37464

 

 

CEMTREX, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   30-0399914

(State or other jurisdiction

of incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

276 Greenpoint Ave, Suite 208, Brooklyn, NY   11222
(Address of principal executive offices)   (Zip Code)

 

631-756-9116

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading symbol   Name of each exchange on which registered
Common Stock   CETX   Nasdaq Capital Market
Series 1 Preferred Stock   CETXP   Nasdaq Capital Market
Series 1 Warrants   CETXW   Nasdaq Capital Market

 

Indicate by check mark 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.

 

[X] Yes [  ] No

 

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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

 

[X] Yes [  ] No

 

Indicate by check mark whether the 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 [  ]
  Non-accelerated filer [X]   Smaller reporting company [X]
      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 [X] No

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

 

As of August 11, 2020, the issuer had 16,743,334 shares of common stock issued and outstanding.

  

 

 

 

 

 

Table of Contents

 

CEMTREX, INC. AND SUBSIDIARIES

 

INDEX

 

    Page
     
PART I. FINANCIAL INFORMATION  
     
Item 1. Financial Statements  
     
  Condensed Consolidated Balance Sheets as of June 30, 2020 and September 30, 2019 (Unaudited) 3
     
  Condensed Consolidated Statements of Operations and Comprehensive Income/(Loss) for the three and nine months ended June 30, 2020 and June 30, 2019 (Unaudited) 4
     
  Consolidated Statement of Stockholders’ Equity for the nine months ended June 30, 2020 (Unaudited) 5
     
  Consolidated Statement of Stockholders’ Equity for the nine months ended June 30, 2019 (Unaudited) 6
     
  Condensed Consolidated Statements of Cash Flow for the nine months ended June 30, 2020 and June 30, 2019 (Unaudited) 7
     
  Notes to Unaudited Condensed Consolidated Financial Statements 8
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 22
     
 Item 4. Controls and Procedures 27
     
PART II. OTHER INFORMATION  
     
Item 1. Legal Proceedings 28
     
Item 1A Risk Factors 28
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 28
     
Item 6. Exhibits 29
     
SIGNATURES 31

 

2

 

 

Part I. Financial Information

 

Item 1. Financial Statements

Cemtrex, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)

 

   June 30,   September 30, 
  2020   2019 
Assets        
Current assets          
Cash and equivalents  $12,939,493   $1,769,994 
Restricted cash   1,334,245    1,088,091 
Short-term investments   1,778,739    412,730 
Accounts receivables, net   4,804,475    6,458,984 
Accounts receivables - related party   221,509    227,019 
Notes receivable - short-term   1,713,371    1,713,371 
Inventory –net of allowance for inventory obsolescence   6,591,608    5,207,155 
Prepaid expenses and other assets   1,757,567    2,000,265 
Total current assets   31,141,007    18,877,609 
           
Property and equipment, net   19,158,694    16,776,552 
Right-of-use assets   2,454,603    - 
Goodwill   4,370,894    4,370,894 
Notes receivable - long-term   1,586,918    1,586,918 
Deferred tax asset   2,098,711    2,282,867 
Investment in related party   500,000    - 
Other   1,515,194    497,857 
Total Assets  $62,826,021   $44,392,697 
           
Liabilities & Stockholders’ Equity          
Current liabilities          
Accounts payable  $2,602,556   $4,236,945 
Short-term liabilities   6,334,945    6,817,534 
Lease liabilities - short-term   694,178    22,718 
Deposits from customers   35,077    33,074 
Accrued expenses   2,540,568    2,673,646 
Deferred revenue   1,457,179    1,433,803 
Accrued income taxes   311,109    419,541 
Total current liabilities   13,975,612    15,637,261 
           
Long-term liabilities          
Loans payable to bank, net of current portion   2,014,922    2,240,526 
Long-term lease liabilities, net of current portion   1,845,165    20,061 
Notes payable, net of current portion   4,435,737    2,817,661 
Mortgage payable, net of current portion   2,373,188    - 
Other long-term liabilities   3,273,320    1,221,549 
Series 1 preferred stock dividends payable   1,026,900    - 
Deferred Revenue - long-term   366,805    489,535 
Total long-term liabilities   15,336,037    6,789,332 
           
Total liabilities   29,311,649    22,426,593 
           
Commitments and contingencies   -    - 
           
Stockholders’ equity          
Preferred stock , $0.001 par value, 20,000,000 shares authorized, Series 1, 3,000,000 shares authorized, 2,216,683 shares issued and outstanding as of June 30, 2020 and 2,110,718 shares issued and outstanding as of September 30, 2019 (liquidation value of $10 per share)   2,217    2,111 
Series A, 1,000,000 shares authorized, issued and outstanding at June 30, 2020 and September 30, 2019   1,000    1,000 
Series C, 100,000 shares authorized, issued and outstanding at June 30, 2020   100    - 
Common stock, $0.001 par value, 20,000,000 shares authorized, 16,263,715 shares issued and outstanding at June 30, 2020 and 3,962,790 shares issued and outstanding at September 30, 2019   16,264    3,963 
Additional paid-in capital   60,543,674    40,344,837 
Accumulated deficit   (28,812,321)   (20,067,685)
Treasury stock at cost   (190,483)   - 
Accumulated other comprehensive income   949,424    796,004 
Cemtrex stockholders’ equity   32,509,875    21,080,230 
Non-controlling interest   1,004,497    885,874 
Total liabilities and stockholders’ equity  $62,826,021   $44,392,697 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

 

3

 

 

Cemtrex, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations and Comprehensive Income/(Loss)

(Unaudited)

 

   For the three months ended   For the nine months ended 
   June 30, 2020   June 30, 2019   June 30, 2020   June 30, 2019 
                 
Revenues  $8,440,867   $10,928,933   $32,774,797   $28,371,927 
Cost of revenues   5,161,015    6,870,920    18,800,355    17,319,532 
Gross profit   3,279,852    4,058,013    13,974,442    11,052,395 
                     
Operating expenses                    
General and administrative   5,606,659    4,057,081    16,187,890    14,365,707 
Research and development   331,936    285,853    1,113,455    1,136,981 
Total operating expenses   5,938,595    4,342,934    17,301,345    15,502,688 
Operating loss   (2,658,743)   (284,921)   (3,326,903)   (4,450,293)
                     
Other income (expense)                    
Other Income   158,134    150,561    830,251    145,991 
Loss on equity interests   -    -    -    (342,776)
Interest expense   (1,982,101)   (2,313,415)   (3,812,921)   (2,945,427)
Total other expense, net   (1,823,967)   (2,162,854)   (2,982,670)   (3,142,212)
                     
Net loss before income taxes   (4,482,710)   (2,447,775)   (6,309,573)   (7,592,505)
Income tax benefit/(expense)   (7,658)   780,742    (197,201)   1,954,251 
Loss from continuing operations   (4,490,368)   (1,667,033)   (6,506,774)   (5,638,254)
                     
Loss from discontinued operations, net of tax   -    (221,923)   -    (767,026)
                     
Net loss   (4,490,368)   (1,888,956)   (6,506,774)   (6,405,280)
                     
Less noncontrolling interest   (35,751)   36,662    151,312    (319,493)
Net loss  $(4,454,617)  $(1,925,618)  $(6,658,086)  $(6,085,787)
Preferred dividends   -    1,007,720    2,086,550    1,965,500 
Net loss available to Cemtrex, Inc. shareholders  $(4,454,617)  $(2,933,338)  $(8,744,636)  $(8,051,287)
                     
Other comprehensive loss                    
Foreign currency translation gain/(loss)   310,797    (169,928)   153,420    (1,198,688)
Other comprehensive income attribitable to noncontrolling interest   (5,515)   -    (32,689)   - 
Comprehensive loss   305,282    (169,928)   120,731    (1,198,688)
                     
Comprehensive loss  $(4,149,335)  $(3,103,266)  $(8,623,905)  $(9,249,975)
                     
Loss Per Share-Basic                    
Continuing Operations  $(0.41)  $(1.47)  $(1.22)  $(3.49)
Discontinued Operations  $-   $(0.12)  $-   $(0.37)
Loss Per Share-Diluted                    
Continuing Operations  $(0.41)  $(1.47)  $(1.22)  $(3.49)
Discontinued Operations  $-   $(0.12)  $-   $(0.37)
                     
Weighted Average Number of Shares-Basic   10,933,926    1,844,895    7,161,785    2,087,195 
Weighted Average Number of Shares-Diluted   10,933,926    1,844,895    7,161,785    2,087,195 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

 

4

 

 

Cemtrex, Inc. and Subsidiaries

Condensed Consolidated Statement of Stockholders’ Equity

(Unaudited)

 

  

Preferred Stock Series 1

Par Value $0.001

  

Preferred Stock Series A

Par Value $0.001

  

Preferred Stock Series C

Par Value $0.001

  

Common Stock

Par Value $0.01

      Retained       Accumulated        
   Number of      

Number

of

       Number of      

Number

of

       Additional Paid-in   Earnings (Accumulated   Treasury Stock,   other Comprehensive   Cemtrex Stockholders’   Non- controlling 
   Shares   Amount   Shares   Amount   Shares   Amount   Shares   Amount   Capital   Deficit)   At cost   Income(loss)   Equity   interest 
Balance at September 30, 2019   2,110,718   $2,111    1,000,000   $1,000    -   $-    3,962,790   $3,963   $40,344,837   $(20,067,685)  $-   $796,004   $21,080,230   $885,874 
Comprehensive income                                                          564,597    564,597      
Share-based compensation                       100,000    100              119,004                   119,104      
Shares issued to pay accounts payable                                 18,358    18    27,520                   27,538      
Shares sold in Securities Purchase Agreements, net of offering costs                                 338,393    338    359,712                   360,050      
Stock issued to pay notes payable                                 105,042    105    130,147                   130,252      
Dividends paid in Series 1 preferred shares   105,965    106                                  1,059,544    (1,059,650)             -      
Noncontrolling interest                                                          18,429    18,429    176,482 
Net loss                                                (334,165)             (334,165)     
Balance at December 31, 2019   2,216,683   $2,217    1,000,000   $1,000    100,000   $100    4,424,583   $4,424   $42,040,764   $(21,461,500)  $-   $1,379,030   $21,966,035   $1,062,356 
Comprehensive income                                                          (749,148)   (749,148)     
Share-based compensation                                           24,104                   24,104      
Shares sold in Securities Purchase Agreements, net of offering costs                                 847,000    847    1,160,253                   1,161,100      
Stock issued to pay notes payable                                 2,518,045    2,519    3,499,747                   3,502,266      
Accrued dividends                                                (1,026,900)             (1,026,900)     
Shares issued for services                                 150,000    150    170,850                   171,000      
Purchase of treasury stock                                                     (190,483)        (190,483)     
Noncontrolling interest                                                          8,745    8,745    (16,593)
Net loss                                                (1,869,304)             (1,869,304)     
Balance at March 31, 2020   2,216,683   $2,217    1,000,000   $1,000    100,000   $100    7,939,628   $7,940   $46,895,718   $(24,357,704)  $(190,483)  $638,627   $22,997,415   $1,045,763 
Comprehensive income                                                          305,282    305,282      
Share-based compensation                                           24,104                   24,104      
Shares sold in Securities Purchase Agreements, net of offering costs                                 5,458,479    5,459    10,095,311                   10,100,770      
Stock issued to pay notes payable                                 2,595,608    2,595    3,298,811                   3,301,406      
Shares issued for services                                 270,000    270    229,730                   230,000      
Noncontrolling interest                                                          5,515    5,515    (41,266)
Net loss                                                (4,454,617)             (4,454,617)     
Balance at June 30, 2020   2,216,683   $2,217    1,000,000   $1,000    100,000   $100    16,263,715   $16,264   $60,543,674   $(28,812,321)  $(190,483)  $949,424   $32,509,875   $1,004,497 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

5

 

 

Cemtrex, Inc. and Subsidiaries

Condensed Consolidated Statement of Stockholders’ Equity (Continued)

(Unaudited)

 

  

Preferred Stock
Series 1

Par Value $0.001

  

Preferred Stock
Series A

Par Value $0.001

  

Common Stock

Value $0.01

   Additional   Retained Earnings   Accumulated other   Total   Non-controlling 
   Number of       Number of       Number of       Paid-in   (Accumulated   Comprehensive   Stockholders’   interest of 
   Shares   Amount   Shares   Amount   Shares   Amount   Capital   Deficit)   Income(loss)   Equity   Vicon 
Balance at September 30, 2018   1,914,168   $1,914    1,000,000   $1,000    1,621,719   $1,622   $31,496,671   $4,262,756   $(483,297)  $35,280,666   $- 
Foreign currency translations                                 -         (857,552)   (857,552)     
Share-based compensation                                 36,108              36,108      
Stock issued in Subscription Rights Offering                       25,126    25    138,669              138,694      
Stock issued to pay notes payable                       26,342    26    224,974              225,000      
Dividends paid in Series 1 preferred shares   95,778    96                        957,684    (957,780)        -      
Net loss                                 -    (2,176,298)        (2,176,298)     
Balance at December 31, 2018   2,009,946   $2,010    1,000,000   $1,000    1,673,187   $1,673   $32,854,106   $1,128,678   $(1,340,849)  $32,646,618   $- 
Foreign currency translations                                 -         (171,208)   (171,208)     
Share-based compensation                                 36,108              36,108      
Stock issued to pay notes payable                       117,774    118    713,772              713,890      
Shares issued in trust for ATM Offering                       27,953    27    (27)             -      
Shares sold in ATM Offering                       34,547    35    203,644              203,679      
Shares sold in Securities Purchase Agreement                       2,500    3    129,508              129,511      
Net loss                                      (1,983,867)        (1,983,867)     
Non-controlling interest of Vicon                                      -         -    781,871 
Balance at March 31, 2019   2,009,946   $2,010    1,000,000   $1,000    1,855,961   $1,856   $33,937,111   $(855,189)  $(1,512,057)  $31,574,731   $781,871 
Foreign currency translations                                           (169,928)   (169,928)     
Stock issued to pay notes payable                       559,378    559    1,715,015              1,715,574      
Share-based compensation                                 36,108              36,108      
Series B Conversion                       175,562    176    356,270              356,446      
Reverse split rounding shares                       3,338    3                   3      
Discount on Series B (deemed dividend)                                 (154,511)             (154,511)     
Dividends paid in Series 1 preferred shares   100,772    101                        1,007,618    (1,007,719)        -      
QTR Results                                      (1,925,618        (1,925,618     
Non-controlling interest of Vicon                                                -    (323,337)
Balance at June 30, 2019   2,110,718   $2,111    1,000,000   $1,000    2,594,239   $2,594   $36,897,611    (3,788,526)  $(1,681,985)   31,432,805   $458,534 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

6

 

 

Cemtrex, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

   For the nine months ended 
   June 30, 
   2020   2019 
Cash Flows from Operating Activities          
Net loss  $(6,506,774)  $(6,405,280)
Net loss from discontinued operations   -    (767,026)
Net loss from continuing operations   (6,506,774)   (5,638,254)
           
Adjustments to reconcile net loss to net cash provided/(used) by operating activities:          
Depreciation and amortization   2,158,938    3,208,933 
Gain/(loss) on disposal of property & equipment   457    465,029 
Amortization of right-of-use assets   352,691    - 
Change in allowance for inventory obsolescence   726,824    25,469 
Change in allowance for doubtful accounts   126    236,113 
Share-based compensation   167,312    108,324 
Interest expense paid in equity shares   2,505,924    1,253,516 
Changes in operating assets and liabilities net of effects from acquisition of subsidiaries:          
Accounts receivable   1,654,383    1,283,756 
Accounts receivable - related party   5,510    (50,904)
Inventory   (2,111,277)   (175,159)
Prepaid expenses and other curent asstets   242,698    (719,271)
Other assets   (1,017,337)   (1,135,190)
Other liabilities   (117,667)   354,332 
Accounts payable   (1,205,851)   19,660 
Accounts payable - related party   -    155,600 
Deposits from customers   2,003    9,390 
Accrued expenses   938,132    2,367,665 
Deferred revenue   (99,354)   109,493 
Income taxes payable   75,724    (153,734)
Net cash provided by operating activities - continuing operations   (2,227,538)   1,724,768 
Net cash provided by operating activities - discontinued operations   -    1,636,714 
Net cash provided/(used) by operating activities   (2,227,538)   3,361,482 
           
Cash Flows from Investing Activities          
Net change in self-insured benefit deposits   (246,154)   (468,870)
Purchase of property and equipment   (4,541,537)   (1,525,998)
Purchase of marketable securities   (1,366,009)   - 
Investment in related party   (500,000)   - 
Net cash used by investing activities - continuing operations   (6,653,700)   (1,994,868)
Net cash used by investing activities - discontinued operations   -    (119,482)
Net cash used by investing activities   (6,653,700)   (2,114,350)
           
Cash Flows from Financing Activities          
Proceeds from notes payable   4,485,000    1,100,000 
Payments on notes payable   (726,640)   (264,560)
Proceeds on bank loans   5,947,101    - 
Payments on bank loans   (224,196)   (1,453,506)
Proceeds from securities purchase agreements   12,462,648    - 
Expenses on securities purchase agreements   (840,728)   - 
Proceeds from at-the-market offerings   -    490,237 
Expenses on at-the-market offerings   -    (18,323)
Proceeds from the issuance of Series B Preferred Stock   -    500,000 
Expenses from the issuance of Series B Preferred Stock   -    (25,000)
Settlement of Series B Preferred Stock in cash        (273,092)
Revolving line of credit   (425,812)   122,918 
Purchases of treasury stock   (190,483)   - 
Payments on lease liabilities   (310,730)   (18,812)
Net cash provided by financing activities - continuing operations   20,176,160    159,862 
Net cash used by financing activities - discontinued operations   -    (78,123)
Net cash provided by financing activities   20,176,160    81,739 
           
Effect of currency translation   120,731    (1,198,688)
Net increase in cash, cash equivalents, and restricted cash   11,294,922    1,328,871 
Cash, cash equivalents, and restricted cash at beginning of period   2,858,085    2,315,935 
Cash, cash equivalents, and restricted cash at end of period  $14,273,738   $2,446,118 
           
Balance Sheet Accounts Included in Cash, Cash Equivalents, and Restricted Cash          
Cash and equivalents  $12,939,493   $1,572,825 
Restricted cash   1,334,245    873,293 
Total cash, cash equivalents, and restricted cash  $14,273,738   $2,446,118 
           
Supplemental Disclosure of Cash Flow Information:          
Cash paid during the period for interest  $342,268   $715,722 
           
Cash paid during the period for income taxes  $75,724   $162,871 
           
Supplemental Schedule of Non-Cash Investing and Financing Activities          
Stock issued to pay for products and/or services  $428,538   $- 
Stock issued to pay notes payable  $6,933,924   $1,790,469 
Dividends paid in equity shares  $1,059,650   $1,965,500 
Amortization of original issue discounts on notes payable  $757,278   $11,889 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

 

7

 

 

Cemtrex Inc. and Subsidiaries

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

NOTE 1 – ORGANIZATION AND PLAN OF OPERATIONS

 

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).

 

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.

 

8

 

 

NOTE 2 – INTERIM STATEMENT PRESENTATION

 

Basis of Presentation and Use of Estimates

 

The accompanying unaudited condensed consolidated financial information should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Annual Report on Form 10-K for the year ended September 30, 2019 of Cemtrex Inc.

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the Unites States (“US GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X pursuant to the requirements of the U.S. Securities and Exchange Commission (‘SEC”). Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. The results of operations for the interim periods are not necessarily indicative of the results of operations for the entire year.

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the condensed consolidated financial statements, the disclosure of contingent assets and liabilities in the condensed consolidated financial statements and the accompanying notes, and the reported amounts of revenues, expenses and cash flows during the periods presented. Actual amounts and results could differ from those estimates. The estimates and assumptions the Company makes are based on historical factors, current circumstances and the experience and judgment of the Company’s management. The Company evaluates its estimates and assumptions on an ongoing basis.

 

The condensed consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, Cemtrex Advanced Technologies Inc., Cemtrex Ltd., Cemtrex Technologies Pvt. Ltd., and Advanced Industrial Services, Inc. and the Company’s majority-owned subsidiary Vicon Industries, Inc. and its subsidiaries, Telesite USA, IQInVision, Vicon Industries Ltd., Vicon Deutschland GmbH, and Vicon Systems, Ltd. All inter-company balances and transactions have been eliminated in consolidation.

 

Significant Accounting Policies and Recent Accounting Pronouncements

 

Significant Accounting Policies

 

Note 2 of the Notes to Consolidated Financial Statements, included in the annual report on Form 10-K for the year ended September 30, 2019, includes a summary of the significant accounting policies used in the preparation of the consolidated financial statements.

 

Recently Adopted Accounting Pronouncements

 

Adoption of ASU 2016-02 (Topic 842)

 

On October 1, 2019, the Company adopted ASU 2016-02 (Topic 842), “Leases”. ASU 2016-02 requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors may use the effective date method and elected certain practical expedients allowing the Company not to reassess:

 

  whether expired or existing contracts contain leases under the new definition of a lease;
  lease classification for expired or existing leases; and
  whether previously capitalized initial direct costs would qualify for capitalization under Topic 842.

 

The Company also made the accounting policy decision not to recognize lease assets and liabilities for leases with a term of 12 months or less.

 

See Note 10 for the impact implementing this standard had on our financial statements.

 

9

 

 

Recently Issued Accounting Standards

 

In August 2018, the FASB issued amended guidance, Fair Value Measurement: Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement, to modify the disclosure requirements on fair value measurements based on the concepts in the FASB Concepts Statements, including the consideration of costs and benefits. The new standard is effective for the Company from October 1, 2020. The Company believes adoption will not have a material effect on the Company’s financial position.

 

In December 2019, the FASB issued amended guidance, Simplifying the Accounting for Income Taxes, to remove certain exceptions to the general principles from ASC 740 - Income Taxes, and to improve consistent application of U.S. GAAP for other areas of ASC 740 by clarifying and amending existing guidance. The guidance is effective for the Company on October 1, 2021; early adoption is permitted. The Company is currently evaluating the effect the guidance will have on its consolidated financial statement disclosures, results of operations and financial position.

 

NOTE 3 – LOSS PER COMMON SHARE

 

Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income per common share is computed by dividing net income by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent share arrangements, stock options and warrants.

 

   For the three months ended   For the nine months ended 
   June 30,   June 30, 
   2020   2019   2020   2019 
                 
Basic weighted average shares outstanding   10,933,926    1,844,895    7,161,785    2,087,195 
Dilutive effect of options   -    -    -    - 
Dilutive effect of convertible debt   -    -    -    - 
Diluted weighted average shares outstanding   10,933,926    1,844,895    7,161,785    2,087,195 

 

For the three and nine months ended June 30, 2020 and 2019, 1,483,965 and 538,076 shares of common stock, respectively, were excluded from the computation of diluted earnings per share because the effect of their inclusion would be anti-dilutive.

 

NOTE 4 – SEGMENT INFORMATION

 

The Company reports and evaluates financial information for two segments: Advanced Technologies (AT) segment, and the Industrial Services (IS) segment. The AT segment develops smart devices and provides progressive design and development solutions to create impactful experiences for mobile, web, virtual and augmented reality, wearables and television as well as providing cutting edge, mission critical security and video surveillance. The IS segment offers single-source expertise and services for rigging, millwrighting, in plant maintenance, equipment erection, relocation, and disassembly to diversified customers in USA in industries such as: chemical, steel, printing, construction, & petrochemical.

 

10

 

 

The following tables summarize the Company’s segment information:

 

   For the three months ended   For the nine months ended 
   June 30,   June 30, 
   2020   2019   2020   2019 
Revenues from external customers                    
Advanced Technologies  $4,977,424   $6,528,486   $18,389,057   $13,924,097 
Industrial Services   3,463,443    4,400,447    14,385,740    14,447,830 
Total revenues  $8,440,867   $10,928,933   $32,774,797   $28,371,927 
                     
Gross profit                    
Advanced Technologies  $1,837,957   $2,528,340   $8,712,543   $5,831,813 
Industrial Services   1,441,895    1,529,673    5,261,899    5,220,582 
Total gross profit  $3,279,852   $4,058,013   $13,974,442   $11,052,395 
                     
Operating loss                    
Advanced Technologies  $(1,854,346)  $(391,053)  $(2,494,371)  $(4,058,782)
Industrial Services   (804,397)   106,132    (832,532)   (391,511)
Total operating loss  $(2,658,743)  $(284,921)  $(3,326,903)  $(4,450,293)
                     
Other expense                    
Advanced Technologies  $(1,795,637)  $(351,466)  $(2,868,033)  $(545,851)
Industrial Services   (28,330)   (1,811,388)   (114,637)   (2,596,361)
Total other expense  $(1,823,967)  $(2,162,854)  $(2,982,670)  $(3,142,212)
                     
Depreciation and Amortization                    
Advanced Technologies  $253,712   $245,248   $1,019,779   $1,112,240 
Industrial Services   477,508    750,293    1,139,159    2,096,693 
Total depreciation and amortization  $731,220   $995,541   $2,158,938   $3,208,933 

 

   June 30,   September 30, 
   2020   2019 
Identifiable Assets          
Advanced Technologies  $38,335,385   $19,365,582 
Industrial Services   15,673,359    16,209,838 
Discontinued operations   8,817,277   $8,817,277 
Total Assets  $62,826,021   $44,392,697 

 

 

The Company generates revenue from product sales and services from its subsidiaries located in the United States, The United Kingdom, and India. Revenue information for the Company is as follows:

 

   For the three months ended   For the nine months ended 
   June 30,   June 30,   June 30,   June 30, 
Revenues  2020   2019   2020   2019 
U.S. Operations  $8,341,384   $10,811,119   $32,464,794   $27,987,544 
Non-U.S. Operations   99,483    117,814    310,003    384,383 
   $8,440,867   $10,928,933   $32,774,797   $28,371,927 

 

11

 

 

NOTE 5 – FAIR VALUE MEASUREMENTS

 

Fair value is defined as the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level hierarchy is applied to prioritize the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

 

The three levels of the fair value hierarchy under the guidance for fair value measurements are described below:

 

Level 1 — Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Our Level 1 assets include cash equivalents, banker’s acceptances, trading securities investments and investment funds. We measure trading securities investments and investment funds at quoted market prices as they are traded in an active market with sufficient volume and frequency of transactions.

 

Level 2 — Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified contractual term, a Level 2 input must be observable for substantially the full term of the asset or liability.

 

Level 3 — Level 3 inputs are unobservable inputs for the asset or liability in which there is little, if any, market activity for the asset or liability at the measurement date. Level 3 assets and liabilities include cost method investments, goodwill, intangible assets, and property, plant and equipment, which are measured at fair value using a discounted cash flow approach when they are impaired. Quantitative information for Level 3 assets and liabilities reviewed at each reporting period includes indicators of significant deterioration in the earnings performance, credit rating, asset quality, business prospects of the investee, and financial indicators of the investee’s ability to continue as a going concern.

 

The Company’s fair value assets at June 30, 2020 and 2019 are as follows;

 

   Quoted Prices   Significant       
   in Active   Other   Significant   Balance 
   Markets for   Observable   Unobservable   as of 
   Identical Assets   Inputs   Inputs   June 30, 
   (Level 1)   (Level 2)   (Level 3)   2020 
Assets                    
Investment in marketable securities                            
(included in short-term investments)  $1,778,739   $-   $-   $1,778,739 
                          
   $1,778,739   $-   $-   $1,778,739 

 

   Quoted Prices   Significant       
   in Active   Other   Significant   Balance 
   Markets for   Observable   Observable   as of 
   Identical Assets   Inputs   Inputs   June 30, 
   (Level 1)   (Level 2)   (Level 3)   2019 
Assets                              
Investment in marketable securities                    
(included in short-term investments)  $13,692   $-   $-   $13,692 
                     
   $13,692   $-   $-   $13,692 

 

12

 

 

NOTE 6 – RESTRICTED CASH

 

A subsidiary of the Company participates in a consortium in order to self-insure group care coverage for its employees. The plan is administrated by Benecon Group and the Company makes monthly deposits in a trust account to cover medical claims and any administrative costs associated with the plan. These funds, as required by the plan are restricted in nature and amounted to $1,334,245 as of June 30, 2020. The Company also records a liability for claims that have been incurred but not recorded at the end of each year. The amount of the liability is determined by Benecon Group. The liability recorded in accrued expenses amounted to $124,626 and $118,889 as of June 30, 2020 and September 30, 2019, respectively.

 

NOTE 7 – ACCOUNTS RECEIVABLE, NET

 

Accounts receivables, net consist of the following:

 

   June 30,   September 30, 
   2020   2019 
Accounts receivable  $5,410,652   $7,065,035 
Allowance for doubtful accounts   (606,177)   (606,051)
   $4,804,475   $6,458,984 

 

Accounts receivable include amounts due for shipped products and services rendered.

 

Allowance for doubtful accounts include estimated losses resulting from the inability of our customers to make required payments.

 

NOTE 8 – INVENTORY, NET

 

Inventory, net, consist of the following:

 

   June 30,   September 30, 
   2020   2019 
Raw materials  $3,767,732   $4,917,700 
Work in progress   1,420,929    543,857 
Finished goods   6,067,983    3,683,810 
    11,256,644    9,145,367 
           
Less: Allowance for inventory obsolescence   (4,665,036)   (3,938,212)
Inventory –net of allowance for inventory obsolescence  $6,591,608   $5,207,155 

 

13

 

 

NOTE 9 – PROPERTY AND EQUIPMENT

 

Property and equipment are summarized as follows:

 

   June 30,   September 30, 
   2020   2019 
Land  $790,373   $- 
Building and leasehold improvements   3,860,026    1,233,733 
Furniture and office equipment   631,820    614,569 
Computers and software   5,173,341    5,166,922 
Trade show display   89,330    89,330 
Machinery and equipment   24,133,952    23,463,953 
    34,678,842    30,568,507 
           
Less: Accumulated depreciation   (15,520,148)   (13,791,955)
Property and equipment, net  $19,158,694   $16,776,552 

 

 

Depreciation expense for the three months ended June 30, 2020 and 2019 were $731,220 and $995,541 respectively. Depreciation expense for the nine months ended June 30, 2020 and 2019 were $2,158,938 and $3,208,933, respectively.

 

NOTE 10 – LEASES

 

ASC 842, “Leases”, requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at either the effective date (the “effective date method”) or the beginning of the earliest period presented (the “comparative method”) using a modified retrospective approach. Under the effective date method, the Company’s comparative period reporting is unchanged. In contrast, under the comparative method, the Company’s date of initial application is the beginning of the earliest comparative period presented, and the Topic 842 transition guidance is then applied to all comparative periods presented. Further, under either transition method, the standard includes certain practical expedients intended to ease the burden of adoption. The Company adopted ASC 842 October 1, 2019 using the effective date method and elected certain practical expedients allowing the Company not to reassess:

 

  whether expired or existing contracts contain leases under the new definition of a lease;
  lease classification for expired or existing leases; and
  whether previously capitalized initial direct costs would qualify for capitalization under Topic 842.

 

The Company also made the accounting policy decision not to recognize lease assets and liabilities for leases with a term of 12 months or less.

 

The Company entered into a financing lease for a single vehicle in the Industrial services segment with a term of 3 years. The Company enters into operating leases for its facilities in New York, United Kingdom, and India, as well as for vehicles for use in our Industrial Services segment. The operating lease terms range from 2 to 7 years. The Company excluded the renewal option on its applicable facility leases from the calculation of its right-of-use assets and lease liabilities.

 

14

 

 

Finance and operating lease liabilities consist of the following:

 

   June 30,   September 30, 
   2020   2019 
Lease liabilities - current          
Finance leases  $22,452   $22,452 
Operating leases   671,726    - 
    694,178    22,452 
           
Lease liabilities - net of current portion          
Finance leases  $6,223   $20,061 
Operating leases   1,838,942    - 
   $1,845,165   $20,061 

 

A reconciliation of undiscounted cash flows to finance and operating lease liabilities recognized in the condensed consolidated balance sheet at June 30, 2020 is set forth below:

 

Years ending September 30,  Finance leases   Operating Leases   Total 
Remainder of 2020  $11,872   $288,033   $299,905 
2021   17,604    769,867    787,471 
2022   -    630,534    630,534 
2023   -    504,539    504,539 
2024   -    378,949    378,949 
2025        344,624    344,624 
2026        344,624    344,624 
2027        172,312    172,312 
Undiscounted lease payments   29,476    3,433,482    3,462,958 
Amount representing interest   (801)   (922,814)   (923,615)
Discounted lease payments  $28,675   $2,510,668   $2,539,343 

 

15

 

 

Additional disclosures of lease data are set forth below:

 

   Nine months ended 
   June 30, 2020 
Lease costs:     
Finance lease costs:     
Amortization of right-of-use assets   11,456 
Interest on lease liabilities   416 
      
Operating lease costs:   156,777 
Total lease cost   168,649 
      
Other information:     
Cash paid for amounts included in the measurement of lease liabilities:     
Operating leases   11,872 
Finance leases   398,580 
    410,452 
      
Weighted-average remaining lease term - finance leases (months)   13 
Weighted-average remaining lease term - operating leases (months)   73 
      
Weighted-average discount rate - finance leases   6.95%
Weighted-average discount rate - operating leases   6.98%

 

The Company used the rate implicit in the lease, where known, or its incremental borrowing rate as the rate used to discount the future lease payments.

 

NOTE 11 – PREPAID AND OTHER CURRENT ASSETS

 

On June 30, 2020, the Company had prepaid and other current assets consisting of prepayments on inventory purchases of $407,243, other current assets of $1,350,324. On September 30, 2019, the Company had prepaid and other current assets consisting of prepayments on inventory purchases of $530,447, and other current assets of $1,469,818.

 

NOTE 12 - OTHER ASSETS

 

As of June 30, 2020, the Company had other assets of $1,515,194 which was comprised of rent security of $127,373, and other assets of $1,387,821. As of September 30, 2019, the Company had other assets of $497,857 which was comprised of rent security of $140,246 and other assets of $357,611.

 

NOTE 13 – SHORT-TERM LIABILITIES

 

The Company’s subsidiaries have revolving lines of credit with various banks in order to fund operations. As of June 30, 2020, these accounts had no balance.

 

As of June 30, 2020, there were $6,334,945 in current portion of long-term liabilities.

 

NOTE 14 – RELATED PARTY TRANSACTIONS

 

On August 31, 2019, the Company entered into an Asset Purchase Agreement for the sale of Griffin Filters, LLC to Ducon Technologies, Inc., which Aron Govil, the Company’s CFO, is President, for total consideration of $550,000. As of June 30, 2020, there were $221,509 due from Ducon and as of June 30, 2019, there were no payables or receivables due to or from Ducon.

 

16

 

 

On May 1, 2020, Company invested $500,000 in a registered S-1 stock offering of Telidyne Inc., an OTC listed company, by purchasing 166,667 shares of common stock at $3.00 per share. Telidyne Inc. is controlled by the Company’s CFO and Executive Director, Aron Govil.

 

NOTE 15 – LONG-TERM LIABILITIES

 

Notes payable

 

On October 25, 2019, the Company, issued a note payable to an independent third-party in the amount of $1,725,000. This note carries interest of 8% and matures on April 25, 2021. After deduction of an original issue discount of $225,000 and legal fees of $5,000, the Company received $1,495,000 in cash.

 

On December 23, 2019, the Company, issued a note payable to an independent third-party in the amount of $1,725,000. This note carries interest of 8% and matures on June 23, 2021. After deduction of an original issue discount of $225,000 and legal fees of $5,000, the Company received $1,495,000 in cash.

 

On April 24, 2020, the Company, issued a note payable to an independent third-party in the amount of $1,725,000. This note carries interest of 8% and matures on June 23, 2021. After deduction of an original issue discount of $225,000 and legal fees of $5,000, the Company received $1,495,000 in cash.

 

On March 3, 2020, Vicon, a subsidiary of the Company amended the $5,600,000 Term Loan Agreement with NIL Funding Corporation (“NIL”). Upon closing, $500,000 of outstanding borrowings were repaid to NIL, additionally, another $500,000 is to be paid in one year. The Agreement requires monthly payments of accrued interest that began on October 1, 2018. This note carries interest of 8.85% and matures on March 30, 2022. This note carries loan covenants which the Company is in compliance with as of June 30, 2020.

 

Long-term lease liabilities

 

On October 1, 2019, the Company adopted ASU 2016-02 (Topic 842), “Leases”. ASU 2016-02 requires that a lessee recognize the assets and liabilities that arise from operating leases. As of June 30, 2020, the Company has lease liabilities of $2,539,343 of which $694,178 is classified as short-term. The Company has calculated that at September 30, 2019 it would have had an additional $1,351,317 with $289,235 classified as short-term.

 

Mortgage Payable

 

On January 28, 2020, the Company’s subsidiary, Advanced Industrial Services, Inc., completed the purchase of two buildings for a total purchase price of $3,381,433. The Company paid $905,433 in cash and acquired a mortgage from Fulton Bank in the amount of $2,476,000. This mortgage carries interest of LIBOR plus 2.50% per annum and is payable on January 28, 2040. This loan carries loan covenants similar to covenants on The Company’s other loans from Fulton Bank. As of June 30, 2020, the Company was in compliance with these covenants.

 

Series 1 preferred stock dividends payable

 

On March 20, 2020, the Company had announced that it would pay its semiannual dividend to the holders of record on close of business on March 31, 2020 of Series 1 Preferred Stock by April 6, 2020. In light of the COVID-19 lock down announced by the state government, the Company on March 26, 2020, decided to postpone the payment of this dividend for 90 days. The Company paid these dividends with shares of Series 1 Preferred Stock on July 6, 2020 to the shareholders of record as of June 30, 2020.

 

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Paycheck Protection Program Loans

 

In April and May of 2020, the Company and its subsidiaries applied for and were granted $3,471,100 in Paycheck Protection Program loans under the CARES Act. These loans bear interest of 2% and mature in two years. The Company will apply for and fully expects these loans to be forgiven under the provisions of the CARES Act and any subsequent legislation that may be applicable. These loans are recorded under Other long-term liabilities on our Condensed Consolidated Balance Sheet as of June 30, 2020, net of the short-term portion of $1,301,663.

 

NOTE 16 – STOCKHOLDERS’ EQUITY

 

Preferred Stock

 

The Company is authorized to issue 20,000,000 shares of Preferred Stock, $0.001 par value. As of June 30, 2020, and September 30, 2019, there were 3,316,683 and 3,110,718 shares issued and outstanding, respectively.

 

Series 1 Preferred Stock

 

On March 30, 2020, the Company amended the Certificate of Designation (the “Amended Certificate of Designation”) for our Series 1 Preferred Stock (the “Series 1 Stock”). The Amended Certificate of Designation increased the number of authorized preferred shares under the designation for our Series 1 Preferred Stock from 3,000,000 shares to 4,000,000 shares.

 

For the nine months ended June 30, 2020, 105,965 shares of Series 1 Preferred Stock were issued to pay $1,059,650 worth of dividends to holders of Series 1 Preferred Stock.

 

During the nine months ended June 30, 2020, the Company purchased 162,888 shares of its Series 1 Preferred Stock on the open market at an average price per share of $1.17, for an aggregate cost of approximately $190,483, as part of its ongoing share repurchase program announced earlier. The Company retired these shares on July 13, 2020.

 

As of June 30, 2020, and September 30, 2019, there were 2,216,683 and 2,110,718 shares of Series 1 Preferred Stock issued and outstanding, respectively.

 

Series A Preferred stock

 

During the nine-month period ended June 30, 2020, the Company did not issue any Series A Preferred Stock.

 

As of June 30, 2020, and September 30, 2019, there were 1,000,000 shares of Series A Preferred Stock issued and outstanding.

 

Series C Preferred Stock

 

On October 3, 2019, pursuant to Article IV of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series C Preferred Stock, consisting of up to one hundred thousand (100,000) shares, par value $0.001. Under the Certificate of Designation, holders of Series C Preferred Stock are entitled to the number of votes equal to the result of (i) the total number of shares of Common Stock outstanding at the time of such vote multiplied by 10.01, and divided by (ii) the total number of shares of Series C Preferred Stock outstanding at the time of such vote, at each meeting of our shareholders with respect to any and all matters presented to our shareholders for their action or consideration, including the election of directors.

 

For the nine months ended June 30, 2020, 100,000 shares of Series C Preferred Stock were issued to Aron Govil, Executive Director and CFO of the Company as part of his employment agreement. In order to determine the fair market value of these shares the Company used the closing price of its Series 1 preferred stock of $0.95 on October 3, 2019. On July 10, 2020, Aron Govil transferred 50,000 shares of the Series C Preferred Stock to Saagar Govil.

 

As of June 30, 2020, there were 100,000 shares of Series C Preferred Stock issued and outstanding.

 

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Common Stock

 

The Company is authorized to issue 20,000,000 shares of common stock, $0.001 par value. As of June 30, 2020, there were 16,263,715 shares issued and outstanding and at September 30, 2019, there were 3,962,790 shares issued and outstanding.

 

During the nine months ended June 30, 2020, 5,218,695 shares of the Company’s common stock have been issued to satisfy $4,428,000 of notes payable, $220,537 in accrued interest, and $2,285,387 of excess value of shares issued recorded as interest expense; 6,643,872 shares were issued in Securities Subscription Agreements (See below); 438,358 shares were issued in exchange for $428,538 of goods and services.

 

Subscription Rights Offering

 

On December 4, 2019, the “Company entered into a Subscription Agreement relating to the public offering of 338,393 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share, all of which were sold by the Company (the “Offering”) to an accredited investor. The Offering price of the Shares was $1.12 per share for gross proceeds of $379,000. After deducting offering expenses of $18,950 the Company received $360,050 in net proceeds.

 

On January 24, 2020, the “Company entered into a Subscription Agreement relating to the public offering of 500,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share, all of which were sold by the Company (the “Offering”) to an accredited investor. The Offering price of the Shares was $1.50 per share for gross proceeds of $750,000. After deducting offering expenses of $37,500 the Company received $712,500 in net proceeds.

 

On February 26, 2020, the “Company entered into a Subscription Agreement relating to the public offering of 347,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share, all of which were sold by the Company (the “Offering”) to an accredited investor. The Offering price of the Shares was $1.30 per share for gross proceeds of $451,100. After deducting offering expenses of $2,500 the Company received $448,600 in net proceeds.

 

On June 1, 2020, the “Company entered into a Subscription Agreement relating to the public offering of 3,055,556 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share, all of which were sold by the Company (the “Offering”) to accredited investors. The Offering price of the Shares was $1.80 per share for gross proceeds of $5,500,000. After deducting offering expenses of $395,000 the Company received $5,105,000 in net proceeds.

 

On June 9, 2020, the “Company entered into a Subscription Agreement relating to the public offering of 2,402,923 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share, all of which were sold by the Company (the “Offering”) to accredited investors. The Offering price of the Shares was $2.24 per share for gross proceeds of $5,382,548. After deducting offering expenses of $386,778 the Company received $4,995,769 in net proceeds.

 

NOTE 17 – SHARE-BASED COMPENSATION

 

For the nine months ended June 30, 2020 and 2019, the Company recognized $167,212 and $112,200 of share-based compensation expense on its outstanding options, respectively. As of June 30, 2020, $332,781 of unrecognized share-based compensation expense is expected to be recognized over a period of four years. Future compensation amounts will be adjusted for any change in estimated forfeitures.

 

NOTE 18 – COMMITMENTS AND CONTINGENCIES

 

The Company has moved its corporate activities to New York City with a lease of 2,500 square feet of office space at a rate of $11,556 per month that expires June 30, 2020. The Company has recognized $104,000 of lease expense for this lease, for the nine months ended June 30, 2020. The Company has not renewed this lease but will continue to rent the space on a month-by-month basis.

 

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The Company’s IS segment owns approximately 25,000 square feet of warehouse space in Manchester, PA and approximately 43,000 square feet of office and warehouse space in York, PA. The IS segment also leases approximately 15,500 square feet of warehouse space in Emigsville, PA from a third party in a three-year lease at a monthly rent of $4,555 expiring on August 31, 2022.

 

The Company’s AT segment leases (i) approximately 6,700 square feet of office and warehouse space in Pune, India from a third party in an five year lease at a monthly rent of $6,453 (INR456,972) expiring on February 28, 2024, the Company has recognized $58,077 of lease expense for this lease, for the nine months ended June 30, 2020, (ii) approximately 27,000 square feet of office and warehouse space in Hauppauge, New York from a third party in a seven-year lease at a monthly rent of $28,719 expiring on March 31, 2027, the Company recognized $152,880 of lease expense for prior lease on this property, in the six months ended March 31, 2020, and has recognized $53,654 of lease expense for the current lease during the three months ended June 30, 2020 and (iii) approximately 9,400 square feet of office and warehouse space in Hampshire, England in a fifteen-year lease with at a monthly rent of $7,329 (£5,771) which expires on March 24, 2031 and contains provisions to terminate in 2021 and 2026, the Company has recognized $65,961 of lease expense for this lease for the nine months ended June 30, 2020.

 

NOTE 19 – DISCONTINUED OPERATIONS

 

During fiscal 2019, the Company reached a strategic decision to exit the environmental products business, which was part of Industrial Services group. Additionally, the Company sold its Electronics Manufacturing segment. Accordingly, the Company has reported the results of the environmental control products business and the Electronics Manufacturing segment as discontinued operations in the Consolidated Statements of Operations and in the Consolidated Balance Sheets.

 

Income (loss) from discontinued operations, net of tax and the loss on sale of discontinued operations, net of tax, of the ROB Cemtrex Companies and the environmental products business which are presented in total as discontinued operations, net of tax in the Company’s Consolidated Statements of Operations for the three and nine months ended June 30, 2020 and 2019, are as follows:

 

   Three months ended June 30,   Nine months ended June 30, 
   2020   2019   2020   2019 
                 
Total net sales  $-   $11,523,119   $-   $34,972,164 
Cost of sales   -    7,009,550    -    21,008,465 
Operating, selling, general and administrative expenses   -    4,811,870    -    14,576,012 
Other expenses   -    (341,366)   -    (43,615)
Income (loss) from discontinued operations   -    43,065    -    (568,698)
Loss on sale of discontinued operations   -    -    -    - 
Income tax provision   -    264,988    -    198,328 
Discontinued operations, net of tax  $-   $(221,923)  $-   $(767,026)

 

NOTE 20 - SUBSEQUENT EVENTS

 

Cemtrex has evaluated subsequent events up to the date the condensed consolidated financial statements were issued. Cemtrex concluded that the following subsequent events have occurred and require recognition or disclosure in the condensed consolidated financial statements.

 

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Potential Impacts of COVID-19 on our Business

 

The current COVID-19 pandemic has impacted our business operations and the results of our operations in the second and third quarters, primarily with delays in expected orders by many customers and deployment of newer versions of surveillance software since our technical facility in Pune, India has been under lock down. Overall bookings level in the IS segment of our business is down by more than 50%, however our AT segment has experienced relatively less slow down. In addition, due to delays in certain supply chain areas, the expected launch times of our new products and new versions are also delayed by several months.

 

The broader implications of COVID-19 on our results from operations going forward remains uncertain. The COVID-19 pandemic has the potential to cause adverse effects to our customers, suppliers or business partners in locations that have or will experience more pronounced disruptions, which could result in a reduction to future revenue and manufacturing output as well as delays in our new product development activities. However, on the other hand, opportunities in the video surveillance field have been growing for Vicon products.

 

The extent of the pandemic’s effect on our operational and financial performance will depend in large part on future developments, which cannot be reasonably estimated at this time. Future developments include the duration, scope and severity of the pandemic, the actions taken to contain or mitigate its impact both within and outside the jurisdictions where we operate, the impact on governmental programs and budgets, the development of treatments or vaccines, and the resumption of widespread economic activity. Due to the inherent uncertainty of the unprecedented and rapidly evolving situation, we are unable to predict with any confidence the likely impact of the COVID-19 pandemic on our future operations.

 

Common shares issued subsequent to financial statements date.

 

In July and August of 2020, the Company issued 479,619 shares of common stock to satisfy $600,000 worth of notes payable.

 

Preferred shares issued for dividend

 

On July 6, the Company issued 111,134 shares of its Series 1 Preferred Stock to for the dividends that were accrued for the March 31, 2020 dividend payment but were delated due the COVID-19 crisis. The dividend was paid to shareholders of record as of June 30, 2020.

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

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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Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

Disclosure controls and procedures reporting as promulgated under the Exchange Act is defined as controls and procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms. Disclosure controls and procedures include without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

Our CEO and our CFO have evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2020. Based on their evaluation, our management has concluded that as of June 30, 2020 there is a material weakness in our internal control over financial reporting. The material weakness relates to the Company lacking sufficient accounting personnel. The shortage of accounting personal resulted in the Company lacking entity level controls around the review of period-end reporting processes, accounting policies and public disclosures. This deficiency is common in small companies, similar to us, with limited personnel.

 

In order to mitigate the material weakness, the Board of Directors has assigned a priority to the short-term and long-term improvement of our internal control over financial reporting. Our Board of Directors will work with management to continuously review controls and procedures to identified deficiencies and implement remediation within our internal controls over financial reporting and our disclosure controls and procedures.

 

Changes in Internal Control Over Financial Reporting

 

While there was no change in the Company’s internal control over financial reporting during the Company’s last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting, the Company is taking steps to improve its internal controls by obtaining additional accounting personnel.

 

Limitations on the Effectiveness of Controls

 

Our management, including our CEO and CFO, does not expect that our disclosure controls and procedures or our internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.

 

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Part II Other Information

 

Item 1. Legal Proceedings.

 

NONE.

 

Item 1A. Risk Factors

 

See Risk Factors included in our Annual Report on Form 10-K for 2019.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

During the nine months ended June 30, 2020, the Company issued an aggregate of 5,567,053 shares of common stock in exchange for aggregate consideration of $7,362,462, which was used for working capital and research and development. Such shares were issued pursuant to the exemption contained under Section 4(a)(2) of the Securities Act of 1933, as amended.

 

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Item 6. Exhibits

 

Exhibit No.   Description
2.2   Stock Purchase Agreement regarding the stock of Advanced Industrial Services, Inc., AIS Leasing Company, AIS Graphic Services, Inc., and AIS Energy Services, LLC, Dated December 15, 2015. (6)
2.3   Asset Purchase agreement between Periscope GmbH and ROB Centrex Assets UG, ROB Cemtrex Automotive GmbH, and ROB Cemtrex Logistics GmbH. (7)
3.1   Certificate of Incorporation of the Company.(1)
3.2   By Laws of the Company.(1)
3.3   Certificate of Amendment of Certificate of Incorporation, dated September 29, 2006.(1)
3.4   Certificate of Amendment of Certificate of Incorporation, dated March 30, 2007.(1)
3.5   Certificate of Amendment of Certificate of Incorporation, dated May 16, 2007.(1)
3.6   Certificate of Amendment of Certificate of Incorporation, dated August 21, 2007.(1)
3.7   Certificate of Amendment of Certificate of Incorporation, dated April 3, 2015.(3)
3.8   Certificate of Designation of the Series A Preferred Shares, dated September 8, 2009.(2)
3.9   Certificate of Designation of the Series 1 Preferred Stock.(11)
3.1   Certificate of Amendment of Certificate of Incorporation, dated September 7, 2017 (12)
3.11   Certificate of Designations of Series B Redeemable Convertible Preferred Stock..(21)
3.12   Certificate of Correction to the Certificate of Amendment to the Amended and Restated Certificate of Incorporation, as amended, of Cemtrex, Inc (6)
3.13   Amended Certificate of Designation of the Series 1 Preferred Shares, dated March 30, 2020.(16)
4.1   Form of Subscription Rights Certificate. (10)
4.2   Form of Series 1 Preferred Stock Certificate. (10)
4.3   Form of Series 1 Warrant. (10)
4.4   Form of Common Stock Purchase Warrant, dated March 22, 2019. (14)
10.1   Dealer-Manager Agreement between Cemtrex, Inc. and Advisory Group Equity Services, Ltd. doing business as RHK Capital.dated November 21, 2018 (8)
10.2   At-The-Market Offering Agreement dated January 28, 2019, by and among Cemtrex, Inc. and Advisory Group Equity Services, Ltd. doing business as RHK Capital.(9)
10.3   Securities Purchase Agreement by and between Intercostal Capital, dated July 1, 2019 and Cemtrex, Inc., (13)
10.4   Share transfer and purchase agreement between Cemtrex, Ltd., Cemtrex, Inc. and Finvest GmbH i.G., Dennis Wenz, and Laura Wenz., dated August 15, 2019 (15)
10.5   Amendment of the Term Loan Agreement between Vicon and NIL Funding, dated March 4, 2020.(17)
10.6   Consulting Agreement, dated April 22, 2020 between Centrex, Inc. and Adtron, Inc. (5)
10.7   Securities Purchase Agreement dated June 1, 2020 (18)
10.8   Securities Purchase Agreement dated June 9, 2020 (19)
14.1   Corporate Code of Business Ethics.(4)
21.1*   Subsidiaries of the Registrant
31.1*   Certification of Chief Executive Officer as required by Rule 13a-14 or 15d-14 of the Exchange Act, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*   Certification of Vice President of Finance and Principal Financial Officer as required by Rule 13a-14 or 15d-14 of the Exchange Act, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*   Certification of Chief Executive Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act 0f of 2002.
32.2*   Certification of Vice President of Finance and Principal Financial Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act 0f of 2002.
101.INS*   XBRL Instance Document
101.SCH*   XBRL Taxonomy Extension Schema
101.CAL*   XBRL Taxonomy Extension Calculation Linkbase
101.DEF*   XBRL Taxonomy Extension Definition Linkbase
101.LAB*   XBRL Taxonomy Extension Label Linkbase
101.PRE*   XBRL Taxonomy Extension Presentation Linkbase

 

*   Filed herewith
1   Incorporated by reference from Form 10-12G filed on May 22, 2008.
2   Incorporated by reference from Form 8-K filed on September 10, 2009.
3   Incorporated by reference from Form 8-K filed on August 22, 2016.
4   Incorporated by reference from Form 8-K filed on July 1, 2016.
5   Incorporated by reference from Form S-8 filed on May 1, 20120
6   Incorporated by reference from Form 8-K filed on June 12, 2019.
7   Incorporated by reference from Form 8-K/A filed on November 24, 2017.
8   Incorporated by reference from Form 8-K filed on November 21, 2018.

 

29

 

 

9   Incorporated by reference from Form 8-K filed on January 28, 2019.
10   Incorporated by reference from Form S-1 filed on August 29, 2016 and as amended on November 4, 2016, November 23, 2016, and December 7, 2016.
11   Incorporated by reference from Form 8-K filed on January 24, 2017.
12   Incorporated by reference from Form 8-K filed on September 8, 2017.
13   Incorporated by reference from Form 10-K filed on July 2, 2019.
14   Incorporated by reference from Form 8-K filed on March 22, 2019.
15   Incorporated by reference from Form 8-K filed on August 21, 2019.
16   Incorporated by reference from Form 8-K filed on April 1, 2020.
17   Incorporated by reference from Form 8-K filed on March 9, 2020.
18   Incorporated by reference from Form 8-K filed on June 4, 2020.
19   Incorporated by reference from Form 8-K filed on June 12, 2020.

 

30

 

 

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 hereunto duly authorized.

 

  Cemtrex, Inc.
     
Dated: August 14, 2020 By: /s/ Saagar Govil
    Saagar Govil
    Chief Executive Officer
     
Dated: August 14, 2020   /s/ Aron Govil
    Aron Govil
    Chief Financial Officer
    and Principal Financial Officer

 

31

 

 

EXHIBIT 21.1

 

Name of consolidated

subsidiary or entity

 

State or other jurisdiction of

incorporation or organization

 

Date of incorporation or

formation (date of acquisition, if applicable)

 

Attributable

interest

 
                 
Cemtrex Ltd   Hong Kong   September 4, 2013     100 %
Advanced Industrial Services, Inc.   Pennsylvania   July 20, 1984 (December 15, 2015)     100 %
Cemtrex Advanced Technologies, Inc.   New York   July 11, 2017     100 %
Cemtrex Technologies Pvt Ltd.   India   December 21, 2017     100 %
Vicon Industries, Inc.   New York   March 23, 2018     95 %
Vicon Industries Limited   United Kingdom   March 23, 2018     95 %
IQinVision, Inc.   California   March 23, 2018     95 %
Vicon Deutschland GmbH)   Germany   March 23, 2018     95 %
TeleSite U.S.A., Inc.   New Jersey   March 23, 2018     95 %
Vicon Systems Ltd.   Israel   March 23, 2018     95 %

 

 

 

 

EXHIBIT 31.1

 

CERTIFICATION PURSUANT TO RULE 13a/15d OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Saagar Govil, certify that:

 

  1. I have reviewed this report on Form 10-Q of Cemtrex, Inc. and subsidiaries (the “registrant);
     
  2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
     
  3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
     
  4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

  5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):

 

 

a.

 

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
     
  b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

  /s/ Saagar Govil .
  Saagar Govil
  Chief Executive Officer
Dated: August 14, 2020  

 

 

 

 

EXHIBIT 31.2

 

CERTIFICATION PURSUANT TO RULE 13a/15d OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Aron Govil, certify that:

 

  1. I have reviewed this report on Form 10-Q of Cemtrex, Inc. and subsidiaries (the “registrant);
     
  2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
     
  3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
     
  4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

  5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):

 

  a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
     
  b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

  /s/ Aron Govil .
  Aron Govil
  Chief Financial Officer
  and Principal Financial Officer
Dated: August 14, 2020  

 

 

 

 

 

EXHIBIT 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the quarterly report of Cemtrex, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Saagar Govil, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

 

  (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
     
  (2) the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

  /s/ Saagar Govil.
  Saagar Govil
  Chief Executive Officer

Dated: August 14, 2020

 

 

 

 

EXHIBIT 32.2

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the quarterly report of Cemtrex, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Aron Govil, Chief Financial Officer and Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

 

  (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
     
  (2) the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

  /s/ Aron Govil.
  Aron Govil
  Chief Financial Officer
  and Principal Financial Officer

Dated: August 14, 2020

 

 

 

v3.20.2
Document and Entity Information - shares
9 Months Ended
Jun. 30, 2020
Aug. 11, 2020
Cover [Abstract]    
Entity Registrant Name CEMTREX INC  
Entity Central Index Key 0001435064  
Document Type 10-Q  
Document Period End Date Jun. 30, 2020  
Amendment Flag false  
Current Fiscal Year End Date --09-30  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business Flag true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   16,743,334
Document Fiscal Period Focus Q3  
Document Fiscal Year Focus 2020  
v3.20.2
Condensed Consolidated Balance Sheets (Unaudited) - USD ($)
Jun. 30, 2020
Sep. 30, 2019
Current assets    
Cash and equivalents $ 12,939,493 $ 1,769,994
Restricted cash 1,334,245 1,088,091
Short-term investments 1,778,739 412,730
Accounts receivables, net 4,804,475 6,458,984
Accounts receivables - related party 221,509 227,019
Notes receivable - short-term 1,713,371 1,713,371
Inventory -net of allowance for inventory obsolescence 6,591,608 5,207,155
Prepaid expenses and other assets 1,757,567 2,000,265
Total current assets 31,141,007 18,877,609
Property and equipment, net 19,158,694 16,776,552
Right-of-use assets 2,454,603
Goodwill 4,370,894 4,370,894
Notes receivable - long-term 1,586,918 1,586,918
Deferred tax asset 2,098,711 2,282,867
Investment in related party 500,000
Other 1,515,194 497,857
Total Assets 62,826,021 44,392,697
Current liabilities    
Accounts payable 2,602,556 4,236,945
Short-term liabilities 6,334,945 6,817,534
Lease liabilities - short-term 694,178 22,718
Deposits from customers 35,077 33,074
Accrued expenses 2,540,568 2,673,646
Deferred revenue 1,457,179 1,433,803
Accrued income taxes 311,109 419,541
Total current liabilities 13,975,612 15,637,261
Long-term liabilities    
Loans payable to bank, net of current portion 2,014,922 2,240,526
Long-term lease liabilities, net of current portion 1,845,165 20,061
Notes payable, net of current portion 4,435,737 2,817,661
Mortgage payable, net of current portion 2,373,188
Other long-term liabilities 3,273,320 1,221,549
Series 1 preferred stock dividends payable 1,026,900
Deferred Revenue - long-term 366,805 489,535
Total long-term liabilities 15,336,037 6,789,332
Total liabilities 29,311,649 22,426,593
Commitments and contingencies
Stockholders' equity    
Preferred stock value 2,217 2,111
Common stock, $0.001 par value, 20,000,000 shares authorized, 16,263,715 shares issued and outstanding at June 30, 2020 and 3,962,790 shares issued and outstanding at September 30, 2019 16,264 3,963
Additional paid-in capital 60,543,674 40,344,837
Accumulated deficit (28,812,321) (20,067,685)
Treasury stock at cost (190,483)
Accumulated other comprehensive income 949,424 796,004
Cemtrex stockholders' equity 32,509,875 21,080,230
Non-controlling interest 1,004,497 885,874
Total liabilities and stockholders' equity 62,826,021 44,392,697
Series A Preferred Stock [Member]    
Stockholders' equity    
Preferred stock value 1,000 1,000
Cemtrex stockholders' equity 1,000 1,000
Preferred Stock Series C [Member]    
Stockholders' equity    
Preferred stock value $ 100
v3.20.2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares
Jun. 30, 2020
Sep. 30, 2019
Preferred stock, par value $ 0.001 $ 0.001
Preferred stock, shares authorized 20,000,000 20,000,000
Preferred stock, shares issued 3,316,683 3,110,718
Preferred stock, shares outstanding 3,316,683 3,110,718
Common stock, par value $ 0.001 $ 0.001
Common stock, shares authorized 20,000,000 20,000,000
Common stock, shares issued 16,263,715 3,962,790
Common stock, shares outstanding 16,263,715 3,962,790
Series 1 Preferred Stock [Member]    
Preferred stock, shares authorized 3,000,000 3,000,000
Preferred stock, shares issued 2,216,683 2,110,718
Preferred stock, shares outstanding 2,216,683 2,110,718
Preferred stock, liquidation value $ 10 $ 10
Series A Preferred Stock [Member]    
Preferred stock, shares authorized 1,000,000 1,000,000
Preferred stock, shares issued 1,000,000 1,000,000
Preferred stock, shares outstanding 1,000,000 1,000,000
Preferred Stock Series C [Member]    
Preferred stock, shares authorized 100,000 100,000
Preferred stock, shares issued 100,000 100,000
Preferred stock, shares outstanding 100,000 100,000
v3.20.2
Condensed Consolidated Statements of Operations and Comprehensive Income/(Loss) (Unaudited) - USD ($)
3 Months Ended 9 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Income Statement [Abstract]        
Revenues $ 8,440,867 $ 10,928,933 $ 32,774,797 $ 28,371,927
Cost of revenues 5,161,015 6,870,920 18,800,355 17,319,532
Gross profit 3,279,852 4,058,013 13,974,442 11,052,395
Operating expenses        
General and administrative 5,606,659 4,057,081 16,187,890 14,365,707
Research and development 331,936 285,853 1,113,455 1,136,981
Total operating expenses 5,938,595 4,342,934 17,301,345 15,502,688
Operating loss (2,658,743) (284,921) (3,326,903) (4,450,293)
Other income (expense)        
Other Income 158,134 150,561 830,251 145,991
Loss on equity interests   (342,776)
Interest expense (1,982,101) (2,313,415) (3,812,921) (2,945,427)
Total other expense, net (1,823,967) (2,162,854) (2,982,670) (3,142,212)
Net loss before income taxes (4,482,710) (2,447,775) (6,309,573) (7,592,505)
Income tax benefit/(expense) (7,658) 780,742 (197,201) 1,954,251
Loss from continuing operations (4,490,368) (1,667,033) (6,506,774) (5,638,254)
Loss from discontinued operations, net of tax (221,923) (767,026)
Net loss (4,490,368) (1,888,956) (6,506,774) (6,405,280)
Less noncontrolling interest (35,751) 36,662 151,312 (319,493)
Net loss (4,454,617) (1,925,618) (6,658,086) (6,085,787)
Preferred dividends 1,007,720 2,086,550 1,965,500
Net loss available to Cemtrex, Inc. shareholders (4,454,617) (2,933,338) (8,744,636) (8,051,287)
Other comprehensive loss        
Foreign currency translation gain/(loss) 310,797 (169,928) 153,420 (1,198,688)
Other comprehensive income attribitable to noncontrolling interest (5,515) (32,689)
Comprehensive loss 305,282 (169,928) 120,731 (1,198,688)
Comprehensive loss $ (4,149,335) $ (3,103,266) $ (8,623,905) $ (9,249,975)
Loss Per Share-Basic        
Continuing Operations $ (0.41) $ (1.47) $ (1.22) $ (3.49)
Discontinued Operations (0.12) (0.37)
Loss Per Share-Diluted        
Continuing Operations (0.41) (1.47) (1.22) (3.49)
Discontinued Operations $ (0.12) $ (0.37)
Weighted Average Number of Shares-Basic 10,933,926 1,844,895 7,161,785 2,087,195
Weighted Average Number of Shares-Diluted 10,933,926 1,844,895 7,161,785 2,087,195
v3.20.2
Condensed Consolidated Statement of Stockholders' Equity (Unaudited) - USD ($)
Series 1 Preferred Stock [Member]
Preferred Stock Series C [Member]
Common Stock [Member]
Additional Paid-In Capital [Member]
Retained Earnings (Accumulated Deficit) [Member]
Treasury Stock At Cost [Member]
Accumulated Other Comprehensive Income (Loss) [Member]
Series A Preferred Stock [Member]
Total
Noncontrolling Interest [Member]
Balance at Sep. 30, 2018 $ 1,914   $ 1,622 $ 31,496,671 $ 4,262,756   $ (483,297) $ 1,000 $ 35,280,666  
Balance, shares at Sep. 30, 2018 1,914,168   1,621,719         1,000,000    
Foreign currency translations             (857,552)   (857,552)  
Share-based compensation       36,108     36,108  
Stock issued in Subscription Rights Offering     $ 25 138,669     138,694  
Stock issued in Subscription Rights Offering, shares     25,126              
Stock issued to pay notes payable     $ 26 224,974     225,000  
Stock issued to pay notes payable, shares     26,342              
Dividends paid in Series 1 preferred shares $ 96   957,684 (957,780)    
Dividends paid in Series 1 preferred shares, shares 95,778                  
Net loss       (2,176,298)     (2,176,298)  
Balance at Dec. 31, 2018 $ 2,010   $ 1,673 32,854,106 1,128,678   (1,340,849) $ 1,000 32,646,618  
Balance, shares at Dec. 31, 2018 2,009,946   1,673,187         1,000,000    
Balance at Sep. 30, 2018 $ 1,914   $ 1,622 31,496,671 4,262,756   (483,297) $ 1,000 35,280,666  
Balance, shares at Sep. 30, 2018 1,914,168   1,621,719         1,000,000    
Comprehensive income                 (1,198,688)  
Net loss                 (6,085,787)  
Balance at Jun. 30, 2019 $ 2,111   $ 2,594 36,897,611 (3,788,526) (1,681,985) $ 1,000 31,432,805 $ 458,534
Balance, shares at Jun. 30, 2019 2,110,718   2,594,239         1,000,000    
Balance at Dec. 31, 2018 $ 2,010   $ 1,673 32,854,106 1,128,678   (1,340,849) $ 1,000 32,646,618  
Balance, shares at Dec. 31, 2018 2,009,946   1,673,187         1,000,000    
Foreign currency translations     (171,208)   (171,208)  
Share-based compensation       36,108     36,108  
Stock issued to pay notes payable     $ 118 713,772         713,890  
Stock issued to pay notes payable, shares     117,774              
Shares issued in trust for ATM Offering     $ 27 (27)      
Shares issued in trust for ATM Offering, shares     (27,953)              
Shares sold in ATM Offering     $ 35 203,664     203,679  
Shares sold in ATM Offering, shares     34,547              
Shares sold in Securities Purchase Agreements     $ 3 129,508     129,511  
Shares sold in Securities Purchase Agreements, shares     2,500              
Noncontrolling interest                 781,871
Net loss   (1,983,867)   (1,983,867)  
Balance at Mar. 31, 2019 $ 2,010   $ 1,856 33,937,111 (855,189) (1,512,057) $ 1,000 31,574,731 781,871
Balance, shares at Mar. 31, 2019 2,009,946   1,855,961         1,000,000    
Foreign currency translations   (169,928)   (169,928)  
Share-based compensation       36,108         36,108  
Series B Conversion     $ 176 356,270   356,446  
Series B Conversion, shares     175,562              
Reverse split rounding shares     $ 3   3  
Reverse split rounding shares,shares     3,338              
Stock issued to pay notes payable   $ 559 1,715,015   1,715,574  
Stock issued to pay notes payable, shares     559,378              
Discount on Series B (deemed dividend)       (154,511)   (154,511)  
Dividends paid in Series 1 preferred shares $ 101   1,007,618 (1,007,719)    
Dividends paid in Series 1 preferred shares, shares 100,772                  
Comprehensive income                 (169,928)  
QTR Results         (1,925,618)   (1,925,618)  
Net loss                 (1,925,618)  
Balance at Jun. 30, 2019 $ 2,111   $ 2,594 36,897,611 (3,788,526) (1,681,985) $ 1,000 31,432,805 458,534
Balance, shares at Jun. 30, 2019 2,110,718   2,594,239         1,000,000    
Balance at Sep. 30, 2019 $ 2,111 $ 3,963 40,344,837 (20,067,685) 796,004 $ 1,000 21,080,230 885,874
Balance, shares at Sep. 30, 2019 2,110,718 3,962,790         1,000,000    
Share-based compensation $ 100 119,004   119,104  
Share-based compensation, shares     1,000,000              
Stock issued to pay notes payable     $ 105 130,147   130,252  
Stock issued to pay notes payable, shares     105,042              
Dividends paid in Series 1 preferred shares $ 106 1,059,544 (1,059,650)    
Dividends paid in Series 1 preferred shares, shares 105,965                  
Shares sold in Securities Purchase Agreements $ 338 359,712         360,050  
Shares sold in Securities Purchase Agreements, shares     338,393              
Comprehensive income             564,597   564,597  
Shares issued to pay accounts payable $ 18 27,520   27,538  
Shares issued to pay accounts payable, shares     18,358              
Noncontrolling interest             18,429   18,429 176,482
Net loss (334,165)   (334,165)  
Balance at Dec. 31, 2019 $ 2,217 $ 100 $ 4,424 42,040,764 (21,461,500) 1,379,030 $ 1,000 21,966,035 1,062,356
Balance, shares at Dec. 31, 2019 2,216,683 100,000 4,424,583         1,000,000    
Balance at Sep. 30, 2019 $ 2,111 $ 3,963 40,344,837 (20,067,685) 796,004 $ 1,000 21,080,230 885,874
Balance, shares at Sep. 30, 2019 2,110,718 3,962,790         1,000,000    
Comprehensive income                 120,731  
Net loss                 (6,658,086)  
Balance at Jun. 30, 2020 $ 2,217 $ 100 $ 16,264 60,543,674 (28,812,321) (190,483) 949,424 $ 1,000 32,509,875 1,004,497
Balance, shares at Jun. 30, 2020 2,216,683 100,000 16,263,715         1,000,000    
Balance at Dec. 31, 2019 $ 2,217 $ 100 $ 4,424 42,040,764 (21,461,500) 1,379,030 $ 1,000 21,966,035 1,062,356
Balance, shares at Dec. 31, 2019 2,216,683 100,000 4,424,583         1,000,000    
Share-based compensation 24,104   24,104  
Stock issued to pay notes payable $ 2,519 3,499,747   3,502,266  
Stock issued to pay notes payable, shares     2,518,045              
Shares sold in Securities Purchase Agreements $ 847 1,160,253   1,161,100  
Shares sold in Securities Purchase Agreements, shares     847,000              
Comprehensive income             (749,148)   (749,148)  
Noncontrolling interest           8,745   8,745 (16,593)
Accrued dividends (1,026,900)   (1,026,900)  
Shares issued for services $ 150 170,850   171,000  
Shares issued for services, shares     150,000              
Purchase of treasury stock           (190,483)   (190,483)  
Net loss         (1,869,304)   (1,869,304)  
Balance at Mar. 31, 2020 $ 2,217 $ 100 $ 7,940 46,895,718 (24,357,704) (190,483) 638,627 $ 1,000 22,997,415 1,045,763
Balance, shares at Mar. 31, 2020 2,216,683 100,000 7,939,628         1,000,000    
Share-based compensation       24,104         24,104  
Stock issued to pay notes payable     $ 2,595 3,298,811   3,301,406  
Stock issued to pay notes payable, shares     2,595,608              
Shares sold in Securities Purchase Agreements $ 5,459 10,095,311   10,100,770  
Shares sold in Securities Purchase Agreements, shares     5,458,479              
Comprehensive income             305,282   305,282  
Noncontrolling interest             5,515   5,515 (41,266)
Shares issued for services     $ 270 229,730   230,000  
Shares issued for services, shares     270,000              
Net loss         (4,454,617)       (4,454,617)  
Balance at Jun. 30, 2020 $ 2,217 $ 100 $ 16,264 $ 60,543,674 $ (28,812,321) $ (190,483) $ 949,424 $ 1,000 $ 32,509,875 $ 1,004,497
Balance, shares at Jun. 30, 2020 2,216,683 100,000 16,263,715         1,000,000    
v3.20.2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
9 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Cash Flows from Operating Activities    
Net loss $ (6,506,774) $ (6,405,280)
Net loss from discontinued operations (767,026)
Net loss from continuing operations (6,506,774) (5,638,254)
Adjustments to reconcile net loss to net cash provided/(used) by operating activities:    
Depreciation and amortization 2,158,938 3,208,933
Gain/(loss) on disposal of property & equipment 457 465,029
Amortization of right-of-use assets 352,691
Change in allowance for inventory obsolescence 726,824 25,469
Change in allowance for doubtful accounts 126 236,113
Share-based compensation 167,312 108,324
Interest expense paid in equity shares 2,505,924 1,253,516
Changes in operating assets and liabilities net of effects from acquisition of subsidiaries:    
Accounts receivable 1,654,383 1,283,756
Accounts receivable - related party 5,510 (50,904)
Inventory (2,111,277) (175,159)
Prepaid expenses and other curent asstets 242,698 (719,271)
Other assets (1,017,337) (1,135,190)
Other liabilities (117,667) 354,332
Accounts payable (1,205,851) 19,660
Accounts payable - related party 155,600
Deposits from customers 2,003 9,390
Accrued expenses 938,132 2,367,665
Deferred revenue (99,354) 109,493
Income taxes payable 75,724 (153,734)
Net cash provided by operating activities - continuing operations (2,227,538) 1,724,768
Net cash provided by operating activities - discontinued operations 1,636,714
Net cash provided/(used) by operating activities (2,227,538) 3,361,482
Cash Flows from Investing Activities    
Net change in self-insured benefit deposits (246,154) (468,870)
Purchase of property and equipment (4,541,537) (1,525,998)
Purchase of marketable securities (1,366,009)
Investment in related party (500,000)
Net cash used by investing activities - continuing operations (6,653,700) (1,994,868)
Net cash used by investing activities - discontinued operations (119,482)
Net cash used by investing activities (6,653,700) (2,114,350)
Cash Flows from Financing Activities    
Proceeds from notes payable 4,485,000 1,100,000
Payments on notes payable (726,640) (264,560)
Proceeds on bank loans 5,947,101
Payments on bank loans (224,196) (1,453,506)
Proceeds from securities purchase agreements 12,462,648
Expenses on securities purchase agreements (840,728)
Proceeds from at-the-market offerings 490,237
Expenses on at-the-market offerings (18,323)
Proceeds from the issuance of Series B Preferred Stock 500,000
Expenses from the issuance of Series B Preferred Stock (25,000)
Settlement of Series B Preferred Stock in cash   (273,092)
Revolving line of credit (425,812) 122,918
Purchases of treasury stock (190,483)
Payments on lease liabilities (310,730) (18,812)
Net cash provided by financing activities - continuing operations 20,176,160 159,862
Net cash used by financing activities - discontinued operations (78,123)
Net cash provided by financing activities 20,176,160 81,739
Effect of currency translation 120,731 (1,198,688)
Net increase in cash, cash equivalents, and restricted cash 11,294,922 1,328,871
Cash, cash equivalents, and restricted cash at beginning of period 2,858,085 2,315,935
Cash, cash equivalents, and restricted cash at end of period 14,273,738 2,446,118
Balance Sheet Accounts Included in Cash, Cash Equivalents, and Restricted Cash    
Cash and equivalents 12,939,493 1,572,825
Restricted cash 1,334,245 873,293
Total cash, cash equivalents, and restricted cash 14,273,738 2,446,118
Supplemental Disclosure of Cash Flow Information:    
Cash paid during the period for interest 342,268 715,722
Cash paid during the period for income taxes 75,724 162,871
Supplemental Schedule of Non-Cash Investing and Financing Activities    
Stock issued to pay for products and/or services 428,538
Stock issued to pay notes payable 6,933,924 1,790,469
Dividends paid in equity shares 1,059,650 1,965,500
Amortization of original issue discounts on notes payable $ 757,278 $ 11,889
v3.20.2
Organization and Plan of Operations
9 Months Ended
Jun. 30, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization and Plan of Operations

NOTE 1 – ORGANIZATION AND PLAN OF OPERATIONS

 

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).

 

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.

v3.20.2
Interim Statement Presentation
9 Months Ended
Jun. 30, 2020
Accounting Policies [Abstract]  
Interim Statement Presentation

NOTE 2 – INTERIM STATEMENT PRESENTATION

 

Basis of Presentation and Use of Estimates

 

The accompanying unaudited condensed consolidated financial information should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Annual Report on Form 10-K for the year ended September 30, 2019 of Cemtrex Inc.

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the Unites States (“US GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X pursuant to the requirements of the U.S. Securities and Exchange Commission (‘SEC”). Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. The results of operations for the interim periods are not necessarily indicative of the results of operations for the entire year.

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the condensed consolidated financial statements, the disclosure of contingent assets and liabilities in the condensed consolidated financial statements and the accompanying notes, and the reported amounts of revenues, expenses and cash flows during the periods presented. Actual amounts and results could differ from those estimates. The estimates and assumptions the Company makes are based on historical factors, current circumstances and the experience and judgment of the Company’s management. The Company evaluates its estimates and assumptions on an ongoing basis.

 

The condensed consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, Cemtrex Advanced Technologies Inc., Cemtrex Ltd., Cemtrex Technologies Pvt. Ltd., and Advanced Industrial Services, Inc. and the Company’s majority-owned subsidiary Vicon Industries, Inc. and its subsidiaries, Telesite USA, IQInVision, Vicon Industries Ltd., Vicon Deutschland GmbH, and Vicon Systems, Ltd. All inter-company balances and transactions have been eliminated in consolidation.

 

Significant Accounting Policies and Recent Accounting Pronouncements

 

Significant Accounting Policies

 

Note 2 of the Notes to Consolidated Financial Statements, included in the annual report on Form 10-K for the year ended September 30, 2019, includes a summary of the significant accounting policies used in the preparation of the consolidated financial statements.

 

Recently Adopted Accounting Pronouncements

 

Adoption of ASU 2016-02 (Topic 842)

 

On October 1, 2019, the Company adopted ASU 2016-02 (Topic 842), “Leases”. ASU 2016-02 requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors may use the effective date method and elected certain practical expedients allowing the Company not to reassess:

 

  whether expired or existing contracts contain leases under the new definition of a lease;
  lease classification for expired or existing leases; and
  whether previously capitalized initial direct costs would qualify for capitalization under Topic 842.

 

The Company also made the accounting policy decision not to recognize lease assets and liabilities for leases with a term of 12 months or less.

 

See Note 10 for the impact implementing this standard had on our financial statements.

  

Recently Issued Accounting Standards

 

In August 2018, the FASB issued amended guidance, Fair Value Measurement: Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement, to modify the disclosure requirements on fair value measurements based on the concepts in the FASB Concepts Statements, including the consideration of costs and benefits. The new standard is effective for the Company from October 1, 2020. The Company believes adoption will not have a material effect on the Company’s financial position.

 

In December 2019, the FASB issued amended guidance, Simplifying the Accounting for Income Taxes, to remove certain exceptions to the general principles from ASC 740 - Income Taxes, and to improve consistent application of U.S. GAAP for other areas of ASC 740 by clarifying and amending existing guidance. The guidance is effective for the Company on October 1, 2021; early adoption is permitted. The Company is currently evaluating the effect the guidance will have on its consolidated financial statement disclosures, results of operations and financial position.

v3.20.2
Loss Per Common Share
9 Months Ended
Jun. 30, 2020
Earnings Per Share [Abstract]  
Loss Per Common Share

NOTE 3 – LOSS PER COMMON SHARE

 

Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income per common share is computed by dividing net income by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent share arrangements, stock options and warrants.

 

    For the three months ended     For the nine months ended  
    June 30,     June 30,  
    2020     2019     2020     2019  
                         
Basic weighted average shares outstanding     10,933,926       1,844,895       7,161,785       2,087,195  
Dilutive effect of options     -       -       -       -  
Dilutive effect of convertible debt     -       -       -       -  
Diluted weighted average shares outstanding     10,933,926       1,844,895       7,161,785       2,087,195  

 

For the three and nine months ended June 30, 2020 and 2019, 1,483,965 and 538,076 shares of common stock, respectively, were excluded from the computation of diluted earnings per share because the effect of their inclusion would be anti-dilutive.

v3.20.2
Segment Information
9 Months Ended
Jun. 30, 2020
Segment Reporting [Abstract]  
Segment Information

NOTE 4 – SEGMENT INFORMATION

 

The Company reports and evaluates financial information for two segments: Advanced Technologies (AT) segment, and the Industrial Services (IS) segment. The AT segment develops smart devices and provides progressive design and development solutions to create impactful experiences for mobile, web, virtual and augmented reality, wearables and television as well as providing cutting edge, mission critical security and video surveillance. The IS segment offers single-source expertise and services for rigging, millwrighting, in plant maintenance, equipment erection, relocation, and disassembly to diversified customers in USA in industries such as: chemical, steel, printing, construction, & petrochemical.

  

The following tables summarize the Company’s segment information:

 

    For the three months ended     For the nine months ended  
    June 30,     June 30,  
    2020     2019     2020     2019  
Revenues from external customers                                
Advanced Technologies   $ 4,977,424     $ 6,528,486     $ 18,389,057     $ 13,924,097  
Industrial Services     3,463,443       4,400,447       14,385,740       14,447,830  
Total revenues   $ 8,440,867     $ 10,928,933     $ 32,774,797     $ 28,371,927  
                                 
Gross profit                                
Advanced Technologies   $ 1,837,957     $ 2,528,340     $ 8,712,543     $ 5,831,813  
Industrial Services     1,441,895       1,529,673       5,261,899       5,220,582  
Total gross profit   $ 3,279,852     $ 4,058,013     $ 13,974,442     $ 11,052,395  
                                 
Operating loss                                
Advanced Technologies   $ (1,854,346 )   $ (391,053 )   $ (2,494,371 )   $ (4,058,782 )
Industrial Services     (804,397 )     106,132       (832,532 )     (391,511 )
Total operating loss   $ (2,658,743 )   $ (284,921 )   $ (3,326,903 )   $ (4,450,293 )
                                 
Other expense                                
Advanced Technologies   $ (1,795,637 )   $ (351,466 )   $ (2,868,033 )   $ (545,851 )
Industrial Services     (28,330 )     (1,811,388 )     (114,637 )     (2,596,361 )
Total other expense   $ (1,823,967 )   $ (2,162,854 )   $ (2,982,670 )   $ (3,142,212 )
                                 
Depreciation and Amortization                                
Advanced Technologies   $ 253,712     $ 245,248     $ 1,019,779     $ 1,112,240  
Industrial Services     477,508       750,293       1,139,159       2,096,693  
Total depreciation and amortization   $ 731,220     $ 995,541     $ 2,158,938     $ 3,208,933  

 

    June 30,     September 30,  
    2020     2019  
Identifiable Assets                
Advanced Technologies   $ 38,335,385     $ 19,365,582  
Industrial Services     15,673,359       16,209,838  
Discontinued operations     8,817,277     $ 8,817,277  
Total Assets   $ 62,826,021     $ 44,392,697  

 

 

The Company generates revenue from product sales and services from its subsidiaries located in the United States, The United Kingdom, and India. Revenue information for the Company is as follows:

 

    For the three months ended     For the nine months ended  
    June 30,     June 30,     June 30,     June 30,  
Revenues   2020     2019     2020     2019  
U.S. Operations   $ 8,341,384     $ 10,811,119     $ 32,464,794     $ 27,987,544  
Non-U.S. Operations     99,483       117,814       310,003       384,383  
    $ 8,440,867     $ 10,928,933     $ 32,774,797     $ 28,371,927  

 

v3.20.2
Fair Value Measurements
9 Months Ended
Jun. 30, 2020
Fair Value Disclosures [Abstract]  
Fair Value Measurements

NOTE 5 – FAIR VALUE MEASUREMENTS

 

Fair value is defined as the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level hierarchy is applied to prioritize the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

 

The three levels of the fair value hierarchy under the guidance for fair value measurements are described below:

 

Level 1 — Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Our Level 1 assets include cash equivalents, banker’s acceptances, trading securities investments and investment funds. We measure trading securities investments and investment funds at quoted market prices as they are traded in an active market with sufficient volume and frequency of transactions.

 

Level 2 — Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified contractual term, a Level 2 input must be observable for substantially the full term of the asset or liability.

 

Level 3 — Level 3 inputs are unobservable inputs for the asset or liability in which there is little, if any, market activity for the asset or liability at the measurement date. Level 3 assets and liabilities include cost method investments, goodwill, intangible assets, and property, plant and equipment, which are measured at fair value using a discounted cash flow approach when they are impaired. Quantitative information for Level 3 assets and liabilities reviewed at each reporting period includes indicators of significant deterioration in the earnings performance, credit rating, asset quality, business prospects of the investee, and financial indicators of the investee’s ability to continue as a going concern.

 

The Company’s fair value assets at June 30, 2020 and 2019 are as follows;

 

    Quoted Prices     Significant              
    in Active     Other     Significant     Balance  
    Markets for     Observable     Unobservable     as of  
    Identical Assets     Inputs     Inputs     June 30,  
    (Level 1)     (Level 2)     (Level 3)     2020  
Assets                                
Investment in marketable securities                                
(included in short-term investments)   $ 1,778,739     $ -     $ -     $ 1,778,739  
                                 
    $ 1,778,739     $ -     $ -     $ 1,778,739  

 

    Quoted Prices     Significant              
    in Active     Other     Significant     Balance  
    Markets for     Observable     Observable     as of  
    Identical Assets     Inputs     Inputs     June 30,  
    (Level 1)     (Level 2)     (Level 3)     2019  
Assets                                
Investment in marketable securities                                
(included in short-term investments)   $ 13,692     $ -     $ -     $ 13,692  
                                 
    $ 13,692     $ -     $ -     $ 13,692  

v3.20.2
Restricted Cash
9 Months Ended
Jun. 30, 2020
Cash and Cash Equivalents [Abstract]  
Restricted Cash

NOTE 6 – RESTRICTED CASH

 

A subsidiary of the Company participates in a consortium in order to self-insure group care coverage for its employees. The plan is administrated by Benecon Group and the Company makes monthly deposits in a trust account to cover medical claims and any administrative costs associated with the plan. These funds, as required by the plan are restricted in nature and amounted to $1,334,245 as of June 30, 2020. The Company also records a liability for claims that have been incurred but not recorded at the end of each year. The amount of the liability is determined by Benecon Group. The liability recorded in accrued expenses amounted to $124,626 and $118,889 as of June 30, 2020 and September 30, 2019, respectively.

v3.20.2
Accounts Receivable, Net
9 Months Ended
Jun. 30, 2020
Receivables [Abstract]  
Accounts Receivable, Net

NOTE 7 – ACCOUNTS RECEIVABLE, NET

 

Accounts receivables, net consist of the following:

 

    June 30,     September 30,  
    2020     2019  
Accounts receivable   $ 5,410,652     $ 7,065,035  
Allowance for doubtful accounts     (606,177 )     (606,051 )
    $ 4,804,475     $ 6,458,984  

 

Accounts receivable include amounts due for shipped products and services rendered.

 

Allowance for doubtful accounts include estimated losses resulting from the inability of our customers to make required payments.

v3.20.2
Inventory, Net
9 Months Ended
Jun. 30, 2020
Inventory Disclosure [Abstract]  
Inventory, Net

NOTE 8 – INVENTORY, NET

 

Inventory, net, consist of the following:

 

    June 30,     September 30,  
    2020     2019  
Raw materials   $ 3,767,732     $ 4,917,700  
Work in progress     1,420,929       543,857  
Finished goods     6,067,983       3,683,810  
      11,256,644       9,145,367  
                 
Less: Allowance for inventory obsolescence     (4,665,036 )     (3,938,212 )
Inventory –net of allowance for inventory obsolescence   $ 6,591,608     $ 5,207,155  
v3.20.2
Property and Equipment
9 Months Ended
Jun. 30, 2020
Property, Plant and Equipment [Abstract]  
Property and Equipment

NOTE 9 – PROPERTY AND EQUIPMENT

 

Property and equipment are summarized as follows:

 

    June 30,     September 30,  
    2020     2019  
Land   $ 790,373     $ -  
Building and leasehold improvements     3,860,026       1,233,733  
Furniture and office equipment     631,820       614,569  
Computers and software     5,173,341       5,166,922  
Trade show display     89,330       89,330  
Machinery and equipment     24,133,952       23,463,953  
      34,678,842       30,568,507  
                 
Less: Accumulated depreciation     (15,520,148 )     (13,791,955 )
Property and equipment, net   $ 19,158,694     $ 16,776,552  

 

 

Depreciation expense for the three months ended June 30, 2020 and 2019 were $731,220 and $995,541 respectively. Depreciation expense for the nine months ended June 30, 2020 and 2019 were $2,158,938 and $3,208,933, respectively.

v3.20.2
Leases
9 Months Ended
Jun. 30, 2020
Leases [Abstract]  
Leases

NOTE 10 – LEASES

 

ASC 842, “Leases”, requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at either the effective date (the “effective date method”) or the beginning of the earliest period presented (the “comparative method”) using a modified retrospective approach. Under the effective date method, the Company’s comparative period reporting is unchanged. In contrast, under the comparative method, the Company’s date of initial application is the beginning of the earliest comparative period presented, and the Topic 842 transition guidance is then applied to all comparative periods presented. Further, under either transition method, the standard includes certain practical expedients intended to ease the burden of adoption. The Company adopted ASC 842 October 1, 2019 using the effective date method and elected certain practical expedients allowing the Company not to reassess:

 

  whether expired or existing contracts contain leases under the new definition of a lease;
  lease classification for expired or existing leases; and
  whether previously capitalized initial direct costs would qualify for capitalization under Topic 842.

 

The Company also made the accounting policy decision not to recognize lease assets and liabilities for leases with a term of 12 months or less.

 

The Company entered into a financing lease for a single vehicle in the Industrial services segment with a term of 3 years. The Company enters into operating leases for its facilities in New York, United Kingdom, and India, as well as for vehicles for use in our Industrial Services segment. The operating lease terms range from 2 to 7 years. The Company excluded the renewal option on its applicable facility leases from the calculation of its right-of-use assets and lease liabilities.

  

Finance and operating lease liabilities consist of the following:

 

    June 30,     September 30,  
    2020     2019  
Lease liabilities - current                
Finance leases   $ 22,452     $ 22,452  
Operating leases     671,726       -  
      694,178       22,452  
                 
Lease liabilities - net of current portion                
Finance leases   $ 6,223     $ 20,061  
Operating leases     1,838,942       -  
    $ 1,845,165     $ 20,061  

 

A reconciliation of undiscounted cash flows to finance and operating lease liabilities recognized in the condensed consolidated balance sheet at June 30, 2020 is set forth below:

 

Years ending September 30,   Finance leases     Operating Leases     Total  
Remainder of 2020   $ 11,872     $ 288,033     $ 299,905  
2021     17,604       769,867       787,471  
2022     -       630,534       630,534  
2023     -       504,539       504,539  
2024     -       378,949       378,949  
2025             344,624       344,624  
2026             344,624       344,624  
2027             172,312       172,312  
Undiscounted lease payments     29,476       3,433,482       3,462,958  
Amount representing interest     (801 )     (922,814 )     (923,615 )
Discounted lease payments   $ 28,675     $ 2,510,668     $ 2,539,343  

  

Additional disclosures of lease data are set forth below:

 

    Nine months ended  
    June 30, 2020  
Lease costs:        
Finance lease costs:        
Amortization of right-of-use assets     11,456  
Interest on lease liabilities     416  
         
Operating lease costs:     156,777  
Total lease cost     168,649  
         
Other information:        
Cash paid for amounts included in the measurement of lease liabilities:        
Operating leases     11,872  
Finance leases     398,580  
      410,452  
         
Weighted-average remaining lease term - finance leases (months)     13  
Weighted-average remaining lease term - operating leases (months)     73  
         
Weighted-average discount rate - finance leases     6.95 %
Weighted-average discount rate - operating leases     6.98 %

 

The Company used the rate implicit in the lease, where known, or its incremental borrowing rate as the rate used to discount the future lease payments.

v3.20.2
Prepaid and Other Current Assets
9 Months Ended
Jun. 30, 2020
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]  
Prepaid and Other Current Assets

NOTE 11 – PREPAID AND OTHER CURRENT ASSETS

 

On June 30, 2020, the Company had prepaid and other current assets consisting of prepayments on inventory purchases of $407,243, other current assets of $1,350,324. On September 30, 2019, the Company had prepaid and other current assets consisting of prepayments on inventory purchases of $530,447, and other current assets of $1,469,818.

v3.20.2
Other Assets
9 Months Ended
Jun. 30, 2020
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]  
Other Assets

NOTE 12 - OTHER ASSETS

 

As of June 30, 2020, the Company had other assets of $1,515,194 which was comprised of rent security of $127,373, and other assets of $1,387,821. As of September 30, 2019, the Company had other assets of $497,857 which was comprised of rent security of $140,246 and other assets of $357,611.

v3.20.2
Short-Term Liabilities
9 Months Ended
Jun. 30, 2020
Debt Disclosure [Abstract]  
Short-Term Liabilities

NOTE 13 – SHORT-TERM LIABILITIES

 

The Company’s subsidiaries have revolving lines of credit with various banks in order to fund operations. As of June 30, 2020, these accounts had no balance.

 

As of June 30, 2020, there were $6,334,945 in current portion of long-term liabilities.

v3.20.2
Related Party Transactions
9 Months Ended
Jun. 30, 2020
Related Party Transactions [Abstract]  
Related Party Transactions

NOTE 14 – RELATED PARTY TRANSACTIONS

 

On August 31, 2019, the Company entered into an Asset Purchase Agreement for the sale of Griffin Filters, LLC to Ducon Technologies, Inc., which Aron Govil, the Company’s CFO, is President, for total consideration of $550,000. As of June 30, 2020, there were $221,509 due from Ducon and as of June 30, 2019, there were no payables or receivables due to or from Ducon.

 

On May 1, 2020, Company invested $500,000 in a registered S-1 stock offering of Telidyne Inc., an OTC listed company, by purchasing 166,667 shares of common stock at $3.00 per share. Telidyne Inc. is controlled by the Company’s CFO and Executive Director, Aron Govil.

v3.20.2
Long-Term Liabilities
9 Months Ended
Jun. 30, 2020
Debt Disclosure [Abstract]  
Long-Term Liabilities

NOTE 15 – LONG-TERM LIABILITIES

 

Notes payable

 

On October 25, 2019, the Company, issued a note payable to an independent third-party in the amount of $1,725,000. This note carries interest of 8% and matures on April 25, 2021. After deduction of an original issue discount of $225,000 and legal fees of $5,000, the Company received $1,495,000 in cash.

 

On December 23, 2019, the Company, issued a note payable to an independent third-party in the amount of $1,725,000. This note carries interest of 8% and matures on June 23, 2021. After deduction of an original issue discount of $225,000 and legal fees of $5,000, the Company received $1,495,000 in cash.

 

On April 24, 2020, the Company, issued a note payable to an independent third-party in the amount of $1,725,000. This note carries interest of 8% and matures on June 23, 2021. After deduction of an original issue discount of $225,000 and legal fees of $5,000, the Company received $1,495,000 in cash.

 

On March 3, 2020, Vicon, a subsidiary of the Company amended the $5,600,000 Term Loan Agreement with NIL Funding Corporation (“NIL”). Upon closing, $500,000 of outstanding borrowings were repaid to NIL, additionally, another $500,000 is to be paid in one year. The Agreement requires monthly payments of accrued interest that began on October 1, 2018. This note carries interest of 8.85% and matures on March 30, 2022. This note carries loan covenants which the Company is in compliance with as of June 30, 2020.

 

Long-term lease liabilities

 

On October 1, 2019, the Company adopted ASU 2016-02 (Topic 842), “Leases”. ASU 2016-02 requires that a lessee recognize the assets and liabilities that arise from operating leases. As of June 30, 2020, the Company has lease liabilities of $2,539,343 of which $694,178 is classified as short-term. The Company has calculated that at September 30, 2019 it would have had an additional $1,351,317 with $289,235 classified as short-term.

 

Mortgage Payable

 

On January 28, 2020, the Company’s subsidiary, Advanced Industrial Services, Inc., completed the purchase of two buildings for a total purchase price of $3,381,433. The Company paid $905,433 in cash and acquired a mortgage from Fulton Bank in the amount of $2,476,000. This mortgage carries interest of LIBOR plus 2.50% per annum and is payable on January 28, 2040. This loan carries loan covenants similar to covenants on The Company’s other loans from Fulton Bank. As of June 30, 2020, the Company was in compliance with these covenants.

 

Series 1 preferred stock dividends payable

 

On March 20, 2020, the Company had announced that it would pay its semiannual dividend to the holders of record on close of business on March 31, 2020 of Series 1 Preferred Stock by April 6, 2020. In light of the COVID-19 lock down announced by the state government, the Company on March 26, 2020, decided to postpone the payment of this dividend for 90 days. The Company paid these dividends with shares of Series 1 Preferred Stock on July 6, 2020 to the shareholders of record as of June 30, 2020.

  

Paycheck Protection Program Loans

 

In April and May of 2020, the Company and its subsidiaries applied for and were granted $3,471,100 in Paycheck Protection Program loans under the CARES Act. These loans bear interest of 2% and mature in two years. The Company will apply for and fully expects these loans to be forgiven under the provisions of the CARES Act and any subsequent legislation that may be applicable. These loans are recorded under Other long-term liabilities on our Condensed Consolidated Balance Sheet as of June 30, 2020, net of the short-term portion of $1,301,663.

v3.20.2
Stockholders' Equity
9 Months Ended
Jun. 30, 2020
Equity [Abstract]  
Stockholders' Equity

NOTE 16 – STOCKHOLDERS’ EQUITY

 

Preferred Stock

 

The Company is authorized to issue 20,000,000 shares of Preferred Stock, $0.001 par value. As of June 30, 2020, and September 30, 2019, there were 3,316,683 and 3,110,718 shares issued and outstanding, respectively.

 

Series 1 Preferred Stock

 

On March 30, 2020, the Company amended the Certificate of Designation (the “Amended Certificate of Designation”) for our Series 1 Preferred Stock (the “Series 1 Stock”). The Amended Certificate of Designation increased the number of authorized preferred shares under the designation for our Series 1 Preferred Stock from 3,000,000 shares to 4,000,000 shares.

 

For the nine months ended June 30, 2020, 105,965 shares of Series 1 Preferred Stock were issued to pay $1,059,650 worth of dividends to holders of Series 1 Preferred Stock.

 

During the nine months ended June 30, 2020, the Company purchased 162,888 shares of its Series 1 Preferred Stock on the open market at an average price per share of $1.17, for an aggregate cost of approximately $190,483, as part of its ongoing share repurchase program announced earlier. The Company retired these shares on July 13, 2020.

 

As of June 30, 2020, and September 30, 2019, there were 2,216,683 and 2,110,718 shares of Series 1 Preferred Stock issued and outstanding, respectively.

 

Series A Preferred stock

 

During the nine-month period ended June 30, 2020, the Company did not issue any Series A Preferred Stock.

 

As of June 30, 2020, and September 30, 2019, there were 1,000,000 shares of Series A Preferred Stock issued and outstanding.

 

Series C Preferred Stock

 

On October 3, 2019, pursuant to Article IV of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Series C Preferred Stock, consisting of up to one hundred thousand (100,000) shares, par value $0.001. Under the Certificate of Designation, holders of Series C Preferred Stock are entitled to the number of votes equal to the result of (i) the total number of shares of Common Stock outstanding at the time of such vote multiplied by 10.01, and divided by (ii) the total number of shares of Series C Preferred Stock outstanding at the time of such vote, at each meeting of our shareholders with respect to any and all matters presented to our shareholders for their action or consideration, including the election of directors.

 

For the nine months ended June 30, 2020, 100,000 shares of Series C Preferred Stock were issued to Aron Govil, Executive Director and CFO of the Company as part of his employment agreement. In order to determine the fair market value of these shares the Company used the closing price of its Series 1 preferred stock of $0.95 on October 3, 2019. On July 10, 2020, Aron Govil transferred 50,000 shares of the Series C Preferred Stock to Saagar Govil.

 

As of June 30, 2020, there were 100,000 shares of Series C Preferred Stock issued and outstanding.

  

Common Stock

 

The Company is authorized to issue 20,000,000 shares of common stock, $0.001 par value. As of June 30, 2020, there were 16,263,715 shares issued and outstanding and at September 30, 2019, there were 3,962,790 shares issued and outstanding.

 

During the nine months ended June 30, 2020, 5,218,695 shares of the Company’s common stock have been issued to satisfy $4,428,000 of notes payable, $220,537 in accrued interest, and $2,285,387 of excess value of shares issued recorded as interest expense; 6,643,872 shares were issued in Securities Subscription Agreements (See below); 438,358 shares were issued in exchange for $428,538 of goods and services.

 

Subscription Rights Offering

 

On December 4, 2019, the “Company entered into a Subscription Agreement relating to the public offering of 338,393 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share, all of which were sold by the Company (the “Offering”) to an accredited investor. The Offering price of the Shares was $1.12 per share for gross proceeds of $379,000. After deducting offering expenses of $18,950 the Company received $360,050 in net proceeds.

 

On January 24, 2020, the “Company entered into a Subscription Agreement relating to the public offering of 500,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share, all of which were sold by the Company (the “Offering”) to an accredited investor. The Offering price of the Shares was $1.50 per share for gross proceeds of $750,000. After deducting offering expenses of $37,500 the Company received $712,500 in net proceeds.

 

On February 26, 2020, the “Company entered into a Subscription Agreement relating to the public offering of 347,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share, all of which were sold by the Company (the “Offering”) to an accredited investor. The Offering price of the Shares was $1.30 per share for gross proceeds of $451,100. After deducting offering expenses of $2,500 the Company received $448,600 in net proceeds.

 

On June 1, 2020, the “Company entered into a Subscription Agreement relating to the public offering of 3,055,556 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share, all of which were sold by the Company (the “Offering”) to accredited investors. The Offering price of the Shares was $1.80 per share for gross proceeds of $5,500,000. After deducting offering expenses of $395,000 the Company received $5,105,000 in net proceeds.

 

On June 9, 2020, the “Company entered into a Subscription Agreement relating to the public offering of 2,402,923 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share, all of which were sold by the Company (the “Offering”) to accredited investors. The Offering price of the Shares was $2.24 per share for gross proceeds of $5,382,548. After deducting offering expenses of $386,778 the Company received $4,995,769 in net proceeds.

v3.20.2
Share-Based Compensation
9 Months Ended
Jun. 30, 2020
Share-based Payment Arrangement [Abstract]  
Share-Based Compensation

NOTE 17 – SHARE-BASED COMPENSATION

 

For the nine months ended June 30, 2020 and 2019, the Company recognized $167,212 and $112,200 of share-based compensation expense on its outstanding options, respectively. As of June 30, 2020, $332,781 of unrecognized share-based compensation expense is expected to be recognized over a period of four years. Future compensation amounts will be adjusted for any change in estimated forfeitures.

v3.20.2
Commitments and Contingencies
9 Months Ended
Jun. 30, 2020
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

NOTE 18 – COMMITMENTS AND CONTINGENCIES

 

The Company has moved its corporate activities to New York City with a lease of 2,500 square feet of office space at a rate of $11,556 per month that expires June 30, 2020. The Company has recognized $104,000 of lease expense for this lease, for the nine months ended June 30, 2020. The Company has not renewed this lease but will continue to rent the space on a month-by-month basis.

  

The Company’s IS segment owns approximately 25,000 square feet of warehouse space in Manchester, PA and approximately 43,000 square feet of office and warehouse space in York, PA. The IS segment also leases approximately 15,500 square feet of warehouse space in Emigsville, PA from a third party in a three-year lease at a monthly rent of $4,555 expiring on August 31, 2022.

 

The Company’s AT segment leases (i) approximately 6,700 square feet of office and warehouse space in Pune, India from a third party in an five year lease at a monthly rent of $6,453 (INR456,972) expiring on February 28, 2024, the Company has recognized $58,077 of lease expense for this lease, for the nine months ended June 30, 2020, (ii) approximately 27,000 square feet of office and warehouse space in Hauppauge, New York from a third party in a seven-year lease at a monthly rent of $28,719 expiring on March 31, 2027, the Company recognized $152,880 of lease expense for prior lease on this property, in the six months ended March 31, 2020, and has recognized $53,654 of lease expense for the current lease during the three months ended June 30, 2020 and (iii) approximately 9,400 square feet of office and warehouse space in Hampshire, England in a fifteen-year lease with at a monthly rent of $7,329 (£5,771) which expires on March 24, 2031 and contains provisions to terminate in 2021 and 2026, the Company has recognized $65,961 of lease expense for this lease for the nine months ended June 30, 2020.

v3.20.2
Discontinued Operations
9 Months Ended
Jun. 30, 2020
Discontinued Operations and Disposal Groups [Abstract]  
Discontinued Operations

NOTE 19 – DISCONTINUED OPERATIONS

 

During fiscal 2019, the Company reached a strategic decision to exit the environmental products business, which was part of Industrial Services group. Additionally, the Company sold its Electronics Manufacturing segment. Accordingly, the Company has reported the results of the environmental control products business and the Electronics Manufacturing segment as discontinued operations in the Consolidated Statements of Operations and in the Consolidated Balance Sheets.

 

Income (loss) from discontinued operations, net of tax and the loss on sale of discontinued operations, net of tax, of the ROB Cemtrex Companies and the environmental products business which are presented in total as discontinued operations, net of tax in the Company’s Consolidated Statements of Operations for the three and nine months ended June 30, 2020 and 2019, are as follows:

 

    Three months ended June 30,     Nine months ended June 30,  
    2020     2019     2020     2019  
                         
Total net sales   $ -     $ 11,523,119     $ -     $ 34,972,164  
Cost of sales     -       7,009,550       -       21,008,465  
Operating, selling, general and administrative expenses     -       4,811,870       -       14,576,012  
Other expenses     -       (341,366 )     -       (43,615 )
Income (loss) from discontinued operations     -       43,065       -       (568,698 )
Loss on sale of discontinued operations     -       -       -       -  
Income tax provision     -       264,988       -       198,328  
Discontinued operations, net of tax   $ -     $ (221,923 )   $ -     $ (767,026 )
v3.20.2
Subsequent Events
9 Months Ended
Jun. 30, 2020
Subsequent Events [Abstract]  
Subsequent Events

NOTE 20 - SUBSEQUENT EVENTS

 

Cemtrex has evaluated subsequent events up to the date the condensed consolidated financial statements were issued. Cemtrex concluded that the following subsequent events have occurred and require recognition or disclosure in the condensed consolidated financial statements.

  

Potential Impacts of COVID-19 on our Business

 

The current COVID-19 pandemic has impacted our business operations and the results of our operations in the second and third quarters, primarily with delays in expected orders by many customers and deployment of newer versions of surveillance software since our technical facility in Pune, India has been under lock down. Overall bookings level in the IS segment of our business is down by more than 50%, however our AT segment has experienced relatively less slow down. In addition, due to delays in certain supply chain areas, the expected launch times of our new products and new versions are also delayed by several months.

 

The broader implications of COVID-19 on our results from operations going forward remains uncertain. The COVID-19 pandemic has the potential to cause adverse effects to our customers, suppliers or business partners in locations that have or will experience more pronounced disruptions, which could result in a reduction to future revenue and manufacturing output as well as delays in our new product development activities. However, on the other hand, opportunities in the video surveillance field have been growing for Vicon products.

 

The extent of the pandemic’s effect on our operational and financial performance will depend in large part on future developments, which cannot be reasonably estimated at this time. Future developments include the duration, scope and severity of the pandemic, the actions taken to contain or mitigate its impact both within and outside the jurisdictions where we operate, the impact on governmental programs and budgets, the development of treatments or vaccines, and the resumption of widespread economic activity. Due to the inherent uncertainty of the unprecedented and rapidly evolving situation, we are unable to predict with any confidence the likely impact of the COVID-19 pandemic on our future operations.

 

Common shares issued subsequent to financial statements date.

 

In July and August of 2020, the Company issued 479,619 shares of common stock to satisfy $600,000 worth of notes payable.

 

Preferred shares issued for dividend

 

On July 6, the Company issued 111,134 shares of its Series 1 Preferred Stock to for the dividends that were accrued for the March 31, 2020 dividend payment but were delated due the COVID-19 crisis. The dividend was paid to shareholders of record as of June 30, 2020.

v3.20.2
Interim Statement Presentation (Policies)
9 Months Ended
Jun. 30, 2020
Accounting Policies [Abstract]  
Basis of Presentation and Use of Estimates

Basis of Presentation and Use of Estimates

 

The accompanying unaudited condensed consolidated financial information should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Annual Report on Form 10-K for the year ended September 30, 2019 of Cemtrex Inc.

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the Unites States (“US GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X pursuant to the requirements of the U.S. Securities and Exchange Commission (‘SEC”). Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. The results of operations for the interim periods are not necessarily indicative of the results of operations for the entire year.

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the condensed consolidated financial statements, the disclosure of contingent assets and liabilities in the condensed consolidated financial statements and the accompanying notes, and the reported amounts of revenues, expenses and cash flows during the periods presented. Actual amounts and results could differ from those estimates. The estimates and assumptions the Company makes are based on historical factors, current circumstances and the experience and judgment of the Company’s management. The Company evaluates its estimates and assumptions on an ongoing basis.

 

The condensed consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, Cemtrex Advanced Technologies Inc., Cemtrex Ltd., Cemtrex Technologies Pvt. Ltd., and Advanced Industrial Services, Inc. and the Company’s majority-owned subsidiary Vicon Industries, Inc. and its subsidiaries, Telesite USA, IQInVision, Vicon Industries Ltd., Vicon Deutschland GmbH, and Vicon Systems, Ltd. All inter-company balances and transactions have been eliminated in consolidation.

Significant Accounting Policies and Recent Accounting Pronouncements

Significant Accounting Policies and Recent Accounting Pronouncements

 

Significant Accounting Policies

 

Note 2 of the Notes to Consolidated Financial Statements, included in the annual report on Form 10-K for the year ended September 30, 2019, includes a summary of the significant accounting policies used in the preparation of the consolidated financial statements.

 

Recently Adopted Accounting Pronouncements

 

Adoption of ASU 2016-02 (Topic 842)

 

On October 1, 2019, the Company adopted ASU 2016-02 (Topic 842), “Leases”. ASU 2016-02 requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors may use the effective date method and elected certain practical expedients allowing the Company not to reassess:

 

  whether expired or existing contracts contain leases under the new definition of a lease;
  lease classification for expired or existing leases; and
  whether previously capitalized initial direct costs would qualify for capitalization under Topic 842.

 

The Company also made the accounting policy decision not to recognize lease assets and liabilities for leases with a term of 12 months or less.

 

See Note 10 for the impact implementing this standard had on our financial statements.

  

Recently Issued Accounting Standards

 

In August 2018, the FASB issued amended guidance, Fair Value Measurement: Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement, to modify the disclosure requirements on fair value measurements based on the concepts in the FASB Concepts Statements, including the consideration of costs and benefits. The new standard is effective for the Company from October 1, 2020. The Company believes adoption will not have a material effect on the Company’s financial position.

 

In December 2019, the FASB issued amended guidance, Simplifying the Accounting for Income Taxes, to remove certain exceptions to the general principles from ASC 740 - Income Taxes, and to improve consistent application of U.S. GAAP for other areas of ASC 740 by clarifying and amending existing guidance. The guidance is effective for the Company on October 1, 2021; early adoption is permitted. The Company is currently evaluating the effect the guidance will have on its consolidated financial statement disclosures, results of operations and financial position.

v3.20.2
Loss Per Common Share (Tables)
9 Months Ended
Jun. 30, 2020
Earnings Per Share [Abstract]  
Schedule of Weighted Average Number of Shares

Diluted net income per common share is computed by dividing net income by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent share arrangements, stock options and warrants.

 

    For the three months ended     For the nine months ended  
    June 30,     June 30,  
    2020     2019     2020     2019  
                         
Basic weighted average shares outstanding     10,933,926       1,844,895       7,161,785       2,087,195  
Dilutive effect of options     -       -       -       -  
Dilutive effect of convertible debt     -       -       -       -  
Diluted weighted average shares outstanding     10,933,926       1,844,895       7,161,785       2,087,195  
v3.20.2
Segment Information (Tables)
9 Months Ended
Jun. 30, 2020
Segment Reporting [Abstract]  
Schedule of Segment Information

The following tables summarize the Company’s segment information:

 

    For the three months ended     For the nine months ended  
    June 30,     June 30,  
    2020     2019     2020     2019  
Revenues from external customers                                
Advanced Technologies   $ 4,977,424     $ 6,528,486     $ 18,389,057     $ 13,924,097  
Industrial Services     3,463,443       4,400,447       14,385,740       14,447,830  
Total revenues   $ 8,440,867     $ 10,928,933     $ 32,774,797     $ 28,371,927  
                                 
Gross profit                                
Advanced Technologies   $ 1,837,957     $ 2,528,340     $ 8,712,543     $ 5,831,813  
Industrial Services     1,441,895       1,529,673       5,261,899       5,220,582  
Total gross profit   $ 3,279,852     $ 4,058,013     $ 13,974,442     $ 11,052,395  
                                 
Operating loss                                
Advanced Technologies   $ (1,854,346 )   $ (391,053 )   $ (2,494,371 )   $ (4,058,782 )
Industrial Services     (804,397 )     106,132       (832,532 )     (391,511 )
Total operating loss   $ (2,658,743 )   $ (284,921 )   $ (3,326,903 )   $ (4,450,293 )
                                 
Other expense                                
Advanced Technologies   $ (1,795,637 )   $ (351,466 )   $ (2,868,033 )   $ (545,851 )
Industrial Services     (28,330 )     (1,811,388 )     (114,637 )     (2,596,361 )
Total other expense   $ (1,823,967 )   $ (2,162,854 )   $ (2,982,670 )   $ (3,142,212 )
                                 
Depreciation and Amortization                                
Advanced Technologies   $ 253,712     $ 245,248     $ 1,019,779     $ 1,112,240  
Industrial Services     477,508       750,293       1,139,159       2,096,693  
Total depreciation and amortization   $ 731,220     $ 995,541     $ 2,158,938     $ 3,208,933  

 

    June 30,     September 30,  
    2020     2019  
Identifiable Assets                
Advanced Technologies   $ 38,335,385     $ 19,365,582  
Industrial Services     15,673,359       16,209,838  
Discontinued operations     8,817,277     $ 8,817,277  
Total Assets   $ 62,826,021     $ 44,392,697  
Schedule of Revenue from Product Sales and Services from its Subsidiaries

Revenue information for the Company is as follows:

 

    For the three months ended     For the nine months ended  
    June 30,     June 30,     June 30,     June 30,  
Revenues   2020     2019     2020     2019  
U.S. Operations   $ 8,341,384     $ 10,811,119     $ 32,464,794     $ 27,987,544  
Non-U.S. Operations     99,483       117,814       310,003       384,383  
    $ 8,440,867     $ 10,928,933     $ 32,774,797     $ 28,371,927  
v3.20.2
Fair Value Measurements (Tables)
9 Months Ended
Jun. 30, 2020
Fair Value Disclosures [Abstract]  
Schedule of Fair Value of Assets

The Company’s fair value assets at June 30, 2020 and 2019 are as follows;

 

    Quoted Prices     Significant              
    in Active     Other     Significant     Balance  
    Markets for     Observable     Unobservable     as of  
    Identical Assets     Inputs     Inputs     June 30,  
    (Level 1)     (Level 2)     (Level 3)     2020  
Assets                                
Investment in marketable securities                                
(included in short-term investments)   $ 1,778,739     $ -     $ -     $ 1,778,739  
                                 
    $ 1,778,739     $ -     $ -     $ 1,778,739  

 

    Quoted Prices     Significant              
    in Active     Other     Significant     Balance  
    Markets for     Observable     Observable     as of  
    Identical Assets     Inputs     Inputs     June 30,  
    (Level 1)     (Level 2)     (Level 3)     2019  
Assets                                
Investment in marketable securities                                
(included in short-term investments)   $ 13,692     $ -     $ -     $ 13,692  
                                 
    $ 13,692     $ -     $ -     $ 13,692  

v3.20.2
Accounts Receivable, Net (Tables)
9 Months Ended
Jun. 30, 2020
Receivables [Abstract]  
Schedule of Accounts Receivable, Net

Accounts receivables, net consist of the following:

 

    June 30,     September 30,  
    2020     2019  
Accounts receivable   $ 5,410,652     $ 7,065,035  
Allowance for doubtful accounts     (606,177 )     (606,051 )
    $ 4,804,475     $ 6,458,984  
v3.20.2
Inventory, Net (Tables)
9 Months Ended
Jun. 30, 2020
Inventory Disclosure [Abstract]  
Schedule of Inventory, Net

Inventory, net, consist of the following:

 

    June 30,     September 30,  
    2020     2019  
Raw materials   $ 3,767,732     $ 4,917,700  
Work in progress     1,420,929       543,857  
Finished goods     6,067,983       3,683,810  
      11,256,644       9,145,367  
                 
Less: Allowance for inventory obsolescence     (4,665,036 )     (3,938,212 )
Inventory –net of allowance for inventory obsolescence   $ 6,591,608     $ 5,207,155  
v3.20.2
Property and Equipment (Tables)
9 Months Ended
Jun. 30, 2020
Property, Plant and Equipment [Abstract]  
Summary of Property and Equipment

Property and equipment are summarized as follows:

 

    June 30,     September 30,  
    2020     2019  
Land   $ 790,373     $ -  
Building and leasehold improvements     3,860,026       1,233,733  
Furniture and office equipment     631,820       614,569  
Computers and software     5,173,341       5,166,922  
Trade show display     89,330       89,330  
Machinery and equipment     24,133,952       23,463,953  
      34,678,842       30,568,507  
                 
Less: Accumulated depreciation     (15,520,148 )     (13,791,955 )
Property and equipment, net   $ 19,158,694     $ 16,776,552  
v3.20.2
Leases (Tables)
9 Months Ended
Jun. 30, 2020
Leases [Abstract]  
Summary of Finance and Operating Lease Liabilities

Finance and operating lease liabilities consist of the following:

 

    June 30,     September 30,  
    2020     2019  
Lease liabilities - current                
Finance leases   $ 22,452     $ 22,452  
Operating leases     671,726       -  
      694,178       22,452  
                 
Lease liabilities - net of current portion                
Finance leases   $ 6,223     $ 20,061  
Operating leases     1,838,942       -  
    $ 1,845,165     $ 20,061  
Schedule of Reconciliation of Undiscounted Cash Flows to Finance and Operating Lease Liabilities

A reconciliation of undiscounted cash flows to finance and operating lease liabilities recognized in the condensed consolidated balance sheet at June 30, 2020 is set forth below:

 

Years ending September 30,   Finance leases     Operating Leases     Total  
Remainder of 2020   $ 11,872     $ 288,033     $ 299,905  
2021     17,604       769,867       787,471  
2022     -       630,534       630,534  
2023     -       504,539       504,539  
2024     -       378,949       378,949  
2025             344,624       344,624  
2026             344,624       344,624  
2027             172,312       172,312  
Undiscounted lease payments     29,476       3,433,482       3,462,958  
Amount representing interest     (801 )     (922,814 )     (923,615 )
Discounted lease payments   $ 28,675     $ 2,510,668     $ 2,539,343  
Schedule of Lease Costs

Additional disclosures of lease data are set forth below:

 

    Nine months ended  
    June 30, 2020  
Lease costs:        
Finance lease costs:        
Amortization of right-of-use assets     11,456  
Interest on lease liabilities     416  
         
Operating lease costs:     156,777  
Total lease cost     168,649  
         
Other information:        
Cash paid for amounts included in the measurement of lease liabilities:        
Operating leases     11,872  
Finance leases     398,580  
      410,452  
         
Weighted-average remaining lease term - finance leases (months)     13  
Weighted-average remaining lease term - operating leases (months)     73  
         
Weighted-average discount rate - finance leases     6.95 %
Weighted-average discount rate - operating leases     6.98 %
v3.20.2
Discontinued Operations (Tables)
9 Months Ended
Jun. 30, 2020
Discontinued Operations and Disposal Groups [Abstract]  
Schedule of Disposal Groups, Including Discontinued Operations

Income (loss) from discontinued operations, net of tax and the loss on sale of discontinued operations, net of tax, of the ROB Cemtrex Companies and the environmental products business which are presented in total as discontinued operations, net of tax in the Company’s Consolidated Statements of Operations for the three and nine months ended June 30, 2020 and 2019, are as follows:

 

    Three months ended June 30,     Nine months ended June 30,  
    2020     2019     2020     2019  
                         
Total net sales   $ -     $ 11,523,119     $ -     $ 34,972,164  
Cost of sales     -       7,009,550       -       21,008,465  
Operating, selling, general and administrative expenses     -       4,811,870       -       14,576,012  
Other expenses     -       (341,366 )     -       (43,615 )
Income (loss) from discontinued operations     -       43,065       -       (568,698 )
Loss on sale of discontinued operations     -       -       -       -  
Income tax provision     -       264,988       -       198,328  
Discontinued operations, net of tax   $ -     $ (221,923 )   $ -     $ (767,026 )
v3.20.2
Organization and Plan of Operations (Details Narrative)
9 Months Ended
Aug. 15, 2019
d
Jun. 30, 2020
Segments
Number of reportable segments | Segments   2
Vicon Industries, Inc. [Member]    
Number of reportable segments | d 2  
v3.20.2
Loss Per Common Share (Details Narrative) - shares
9 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Earnings Per Share [Abstract]    
Anti dilutive common stock excluded from the computation of diluted earnings per share 1,483,965 538,076
v3.20.2
Loss Per Common Share - Schedule of Weighted Average Number of Shares (Details) - shares
3 Months Ended 9 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Earnings Per Share [Abstract]        
Basic weighted average shares outstanding 10,933,926 1,844,895 7,161,785 2,087,195
Dilutive effect of options
Dilutive effect of convertible debt
Diluted weighted average shares outstanding 10,933,926 1,844,895 7,161,785 2,087,195
v3.20.2
Segment Information (Details Narrative)
9 Months Ended
Jun. 30, 2020
Segments
Segment Reporting [Abstract]  
Number of reportable segments 2
v3.20.2
Segment Information - Schedule of Segment Information (Details) - USD ($)
3 Months Ended 9 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Sep. 30, 2019
Sep. 30, 2018
Total revenues $ 8,440,867 $ 10,928,933 $ 32,774,797 $ 28,371,927    
Total gross profit 3,279,852 4,058,013 13,974,442 11,052,395    
Total operating loss (2,658,743) (284,921) (3,326,903) (4,450,293)    
Total other income (expense) (1,823,967) (2,162,854) (2,982,670) (3,142,212)    
Total depreciation and amortization 731,220 995,541 2,158,938 3,208,933    
Total Assets 62,826,021   62,826,021   $ 44,392,697  
Advanced Technologies [Member]            
Total revenues 4,977,424 6,528,486 18,389,057 13,924,097    
Total gross profit 1,837,957 2,528,340 8,712,543 5,831,813    
Total operating loss (1,854,346) (391,053) (2,494,371) (4,058,782)    
Total other income (expense) (1,795,637) (351,466) (2,868,033) (545,851)    
Total depreciation and amortization 253,712 245,248 1,019,779 1,112,240    
Total Assets   38,335,385   38,335,385 19,365,582  
Industrial Services [Member]            
Total revenues 3,463,443 4,400,447 14,385,740 14,447,830    
Total gross profit 1,441,895 1,529,673 5,261,899 5,220,582    
Total operating loss (804,397) 106,132 (832,532) (391,511)    
Total other income (expense) (28,330) (1,811,388) (114,637) (2,596,361)    
Total depreciation and amortization 477,508 $ 750,293 1,139,159 $ 2,096,693    
Total Assets 15,673,359   15,673,359     $ 16,209,838
Discontinued Operations [Member]            
Total Assets $ 8,817,277   $ 8,817,277   $ 8,817,277  
v3.20.2
Segment Information - Schedule of Revenue from Product Sales and Services from its Subsidiaries (Details) - USD ($)
3 Months Ended 9 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Revenues $ 8,440,867 $ 10,928,933 $ 32,774,797 $ 28,371,927
United States [Member]        
Revenues 8,341,384 10,811,119 32,464,794 27,987,544
Non-United States [Member]        
Revenues $ 99,483 $ 117,814 $ 310,003 $ 384,383
v3.20.2
Fair Value Measurements - Schedule of Fair Value of Assets (Details) - USD ($)
Jun. 30, 2020
Jun. 30, 2019
Investment in trading securities $ 1,778,739 $ 13,692
Short-term Investments [Member]    
Investment in trading securities 1,778,739 13,692
Quoted Prices in Active Markets for Identical Assets [Member]    
Investment in trading securities 1,778,739 13,692
Quoted Prices in Active Markets for Identical Assets [Member] | Short-term Investments [Member]    
Investment in trading securities 1,778,739 13,692
Significant Other Observable Inputs [Member]    
Investment in trading securities
Significant Other Observable Inputs [Member] | Short-term Investments [Member]    
Investment in trading securities
Significant Unobservable Inputs [Member]    
Investment in trading securities
Significant Unobservable Inputs [Member] | Short-term Investments [Member]    
Investment in trading securities
v3.20.2
Restricted Cash (Details Narrative) - USD ($)
Jun. 30, 2020
Sep. 30, 2019
Cash and Cash Equivalents [Abstract]    
Restricted cash $ 1,334,245 $ 1,088,091
Accrued expenses $ 124,626 $ 118,889
v3.20.2
Accounts Receivable, Net - Schedule of Accounts Receivable, Net (Details) - USD ($)
Jun. 30, 2020
Sep. 30, 2019
Receivables [Abstract]    
Accounts receivable $ 5,410,652 $ 7,065,035
Allowance for doubtful accounts (606,177) (606,051)
Accounts receivables, net $ 4,804,475 $ 6,458,984
v3.20.2
Inventory, Net - Schedule of Inventory, Net (Details) - USD ($)
Jun. 30, 2020
Sep. 30, 2019
Inventory Disclosure [Abstract]    
Raw materials $ 3,767,732 $ 4,917,700
Work in progress 1,420,929 543,857
Finished goods 6,067,983 3,683,810
Inventory, gross 11,256,644 9,145,367
Less: Allowance for inventory obsolescence (4,665,036) (3,938,212)
Inventory -net of allowance for inventory obsolescence $ 6,591,608 $ 5,207,155
v3.20.2
Property and Equipment (Details Narrative) - USD ($)
3 Months Ended 9 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Property, Plant and Equipment [Abstract]        
Depreciation and amortization $ 731,220 $ 995,541 $ 2,158,938 $ 3,208,933
v3.20.2
Property and Equipment - Summary of Property and Equipment (Details) - USD ($)
Jun. 30, 2020
Sep. 30, 2019
Property and equipment, gross $ 34,678,842 $ 30,568,507
Less: Accumulated depreciation (15,520,148) (13,791,955)
Property and equipment, net 19,158,694 16,776,552
Land [Member]    
Property and equipment, gross 790,373
Building and Leasehold Improvements [Member]    
Property and equipment, gross 3,860,026 1,233,733
Furniture and Office Equipment [Member]    
Property and equipment, gross 631,820 614,569
Computers and Software [Member]    
Property and equipment, gross 5,173,341 5,166,922
Trade Show Display [Member]    
Property and equipment, gross 89,330 89,330
Machinery and Equipment [Member]    
Property and equipment, gross $ 24,133,592 $ 23,463,953
v3.20.2
Leases (Details Narrative)
9 Months Ended
Jun. 30, 2020
Lease description The Company also made the accounting policy decision not to recognize lease assets and liabilities for leases with a term of 12 months or less.
Operating lease term
Minimum [Member]  
Operating lease term 2 years
Maximum [Member]  
Operating lease term 7 years
Industrial Services [Member]  
Finance lease term 3 years
v3.20.2
Leases - Summary of Finance and Operating Lease Liabilities (Details) - USD ($)
Jun. 30, 2020
Sep. 30, 2019
Leases [Abstract]    
Lease liabilities - current, Finance leases $ 22,452 $ 22,452
Lease liabilities - current, Operating leases 671,726
Lease liabilities - current 694,178 22,718
Lease liabilities - net of current portion, Finance leases 6,223 20,061
Lease liabilities - net of current portion, Operating leases 1,838,942
Lease liabilities - net of current portion $ 1,845,165 $ 20,061
v3.20.2
Leases - Schedule of Reconciliation of Undiscounted Cash Flows to Finance and Operating Lease Liabilities (Details)
Jun. 30, 2020
USD ($)
Leases [Abstract]  
Finance leases, Remainder of 2020 $ 11,872
Finance leases, 2021 17,604
Finance leases, 2022
Finance leases, 2023
Finance leases, 2024
Finance leases, 2025
Finance leases, 2026
Finance leases, 2027
Finance leases, Undiscounted lease payments 29,476
Finance leases, Amount representing interest (801)
Finance leases, Discounted lease payments 28,675
Operating Leases, Remainder of 2020 288,033
Operating Leases, 2021 769,867
Operating Leases, 2022 630,534
Operating Leases, 2023 504,539
Operating Leases, 2024 378,949
Operating Leases, 2025 344,624
Operating Leases, 2026 344,624
Operating Leases, 2027 172,312
Operating Leases, Undiscounted lease payments 3,433,482
Operating Leases, Amount representing interest (922,814)
Operating Leases, Discounted lease payments 2,510,668
Total, Remainder of 2020 299,905
Total, 2021 787,471
Total, 2022 630,534
Total, 2023 504,539
Total, 2024 378,949
Total, 2025 344,624
Total, 2026 344,624
Total, 2027 172,312
Total, Undiscounted lease payments 3,462,958
Total, Amount representing interest (923,615)
Total, Discounted lease payments $ 2,539,343
v3.20.2
Leases - Schedule of Lease Costs (Details)
9 Months Ended
Jun. 30, 2020
USD ($)
Leases [Abstract]  
Finance lease costs: Amortization of right-of-use assets $ 11,456
Finance lease costs: Interest on lease liabilities 416
Operating lease costs: 156,777
Total lease cost 168,649
Cash paid for amounts included in the measurement of lease liabilities: Operating leases 11,872
Cash paid for amounts included in the measurement of lease liabilities: Finance leases 398,580
Cash paid for amounts included in the measurement of lease liabilities: Total $ 410,452
Weighted-average remaining lease term - finance leases (months) 13 months
Weighted-average remaining lease term - operating leases (months) 73 months
Weighted-average discount rate - finance leases 6.95%
Weighted-average discount rate - operating leases 6.98%
v3.20.2
Prepaid and Other Current Assets (Details Narrative) - USD ($)
Jun. 30, 2020
Sep. 30, 2019
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]    
Prepayments on inventory purchases $ 407,243 $ 530,447
Other assets, current $ 1,350,324 $ 1,469,818
v3.20.2
Other Assets (Details Narrative) - USD ($)
Jun. 30, 2020
Sep. 30, 2019
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]    
Other assets $ 1,515,194 $ 497,857
Rent security 127,373 140,246
Other assets excluding rent security $ 1,387,821 $ 357,611
v3.20.2
Short-Term Liabilities (Details Narrative)
Jun. 30, 2020
USD ($)
Debt Disclosure [Abstract]  
Revolving lines of credit
Current portion of long-term liabilities $ 6,334,945
v3.20.2
Related Party Transactions (Details Narrative) - USD ($)
May 01, 2020
Aug. 31, 2019
Jun. 30, 2020
Sep. 30, 2019
Trade receivables related parties     $ 221,509 $ 227,019
Telidyne Inc.[Member]        
Value of stock offering $ 50,000      
Purchases of Common stock 166,667      
Shares of Common Stock $ 3.00      
Ducon Technologies, Inc [Member]        
Trade receivables related parties     $ 221,509  
Asset Purchase Agreement [Member] | Griffin Filters, LLC [Member] | Ducon Technologies, Inc [Member] | Aron Govil [Member]        
Consideration amount   $ 550,000    
v3.20.2
Long-Term Liabilities (Details Narrative) - USD ($)
9 Months Ended 12 Months Ended
Apr. 24, 2020
Mar. 03, 2020
Dec. 23, 2019
Oct. 25, 2019
Jun. 30, 2020
Jun. 30, 2019
Sep. 30, 2019
May 31, 2020
Apr. 30, 2020
Jan. 28, 2020
Debt instrument, interest rate               2.00% 2.00%  
Proceeds from notes payable         $ 4,485,000 $ 1,100,000        
Repayment of notes payable         726,640 $ 264,560        
Lease liabilities         2,539,343   $ 1,351,317      
Short term lease payments         694,178   289,235      
Long term liabilities         15,336,037   $ 6,789,332      
Loan granted on paycheck protection               $ 3,471,100 $ 3,471,100  
Other long-term liabilities         $ 1,301,663          
Advanced Industrial Services, Inc [Member]                    
Purchase price                   $ 3,381,433
Long term liabilities                   $ 905,433
Advanced Industrial Services, Inc [Member] | LIBOR [Member]                    
Debt instrument, interest rate                   2.50%
Advanced Industrial Services, Inc [Member] | Fulton Bank [Member]                    
Long term liabilities                   $ 2,476,000
Loan Agreement [Member]                    
Note payable   $ 5,600,000                
Debt instrument, interest rate   8.85%                
Debt instrument, maturity date   Mar. 30, 2022                
Repayment of notes payable   $ 500,000                
Loan Agreement [Member] | One Year [Member]                    
Repayment of notes payable   $ 500,000                
Independent Third Party [Member]                    
Note payable $ 1,725,000   $ 1,725,000 $ 1,725,000            
Debt instrument, interest rate 8.00%   8.00% 8.00%            
Debt instrument, maturity date Jun. 23, 2021   Jun. 23, 2021 Apr. 25, 2021            
Original issue discount $ 225,000   $ 225,000 $ 225,000            
Legal fees 5,000   5,000 5,000            
Proceeds from notes payable $ 1,495,000   $ 1,495,000 $ 1,495,000            
v3.20.2
Stockholders' Equity (Details Narrative) - USD ($)
1 Months Ended 9 Months Ended
Jul. 10, 2020
Jul. 06, 2020
Jun. 09, 2020
Jun. 01, 2020
Feb. 26, 2020
Jan. 24, 2020
Dec. 04, 2019
Oct. 03, 2019
Aug. 31, 2020
Jul. 31, 2020
Jun. 30, 2020
Jun. 30, 2019
Mar. 30, 2020
Sep. 30, 2019
Preferred stock, shares authorized                     20,000,000     20,000,000
Preferred stock, par value                     $ 0.001     $ 0.001
Preferred stock, shares issued                     3,316,683     3,110,718
Preferred stock, shares outstanding                     3,316,683     3,110,718
Common stock, shares authorized                     20,000,000     20,000,000
Common stock, par or stated value per share                     $ 0.001     $ 0.001
Common stock, shares, issued                     16,263,715     3,962,790
Common stock, shares, outstanding                     16,263,715     3,962,790
Proceeds from public offering                     $ 490,237    
Common Stock [Member]                            
Number of common stock shares issued                     438,358      
Number of common shares value                     $ 428,538      
Notes Payable [Member]                            
Number of common stock shares issued                     5,218,695      
Number of common shares value                     $ 4,428,000      
Accrued interest                     $ 220,537      
Securities Subscription Agreement [Member]                            
Number of common stock shares issued                     6,643,872      
Excess value of common stock                     $ 2,285,387      
Accredited Investor [Member] | Subscription Agreement [Member] | Public Offering [Member]                            
Number of common stock shares issued     2,402,923 3,055,556 347,000 500,000 338,393              
Stock price per share     $ 2.24 $ 1.80 $ 1.30 $ 1.50 $ 1.12              
Common stock, par or stated value per share     $ 0.001 $ 0.001 $ 0.001 $ 0.001 $ 0.001              
Gross proceeds from public offering     $ 5,382,548 $ 5,500,000 $ 451,100 $ 750,000 $ 379,000              
Offering expenses     386,778 395,000 2,500 37,500 18,950              
Proceeds from public offering     $ 4,995,769 $ 5,105,000 $ 448,600 $ 712,500 $ 360,050              
Subsequent Event [Member]                            
Number of common stock shares issued                 479,619 479,619        
Series 1 Preferred Stock [Member]                            
Preferred stock, shares authorized                     3,000,000     3,000,000
Preferred stock, shares issued                     2,216,683     2,110,718
Preferred stock, shares outstanding                     2,216,683     2,110,718
Shares of preferred stock for dividends                     105,965      
Dividends paid to preferred shareholders                     $ 1,059,650      
Number of common stock shares issued                     162,888      
Stock price per share               $ 0.95     $ 1.17      
Number of common shares value                     $ 190,483      
Series 1 Preferred Stock [Member] | Subsequent Event [Member]                            
Number of common stock shares issued   111,134                        
Series 1 Preferred Stock [Member] | Minimum [Member]                            
Preferred stock, shares authorized                         3,000,000  
Series 1 Preferred Stock [Member] | Maximum [Member]                            
Preferred stock, shares authorized                         4,000,000  
Series A Preferred Stock [Member]                            
Preferred stock, shares authorized                     1,000,000     1,000,000
Preferred stock, shares issued                     1,000,000     1,000,000
Preferred stock, shares outstanding                     1,000,000     1,000,000
Preferred Stock Series C [Member]                            
Preferred stock, shares authorized               100,000     100,000     100,000
Preferred stock, par value               $ 0.001            
Preferred stock, shares issued                     100,000     100,000
Preferred stock, shares outstanding                     100,000     100,000
Preferred stock, voting rights               Under the Certificate of Designation, holders of Series C Preferred Stock are entitled to the number of votes equal to the result of (i) the total number of shares of Common Stock outstanding at the time of such vote multiplied by 10.01, and divided by (ii) the total number of shares of Series C Preferred Stock outstanding at the time of such vote, at each meeting of our shareholders with respect to any and all matters presented to our shareholders for their action or consideration, including the election of directors.            
Preferred Stock Series C [Member] | Executive Director and CFO [Member] | Employment Agreement [Member]                            
Number of common stock shares issued                     100,000      
Preferred Stock Series C [Member] | Subsequent Event [Member]                            
Transferring of Shares 50,000                          
v3.20.2
Share-Based Compensation (Details Narrative) - USD ($)
9 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Share-based Payment Arrangement [Abstract]    
Share-based compensation expense $ 167,212 $ 112,200
Unrecognized compensation cost $ 332,781  
Unrecognized compensation expense, expected to be recognized period 4 years  
v3.20.2
Commitments and Contingencies (Details Narrative)
3 Months Ended 9 Months Ended
Jun. 30, 2020
USD ($)
ft²
Jun. 30, 2020
USD ($)
ft²
Jun. 30, 2020
INR (₨)
ft²
Jun. 30, 2020
GBP (£)
ft²
Commitments and Contingencies Disclosure [Line Items]        
Area of land | ft² 2,500 2,500 2,500 2,500
Monthly lease rent payment   $ 11,556    
Lease expiration date   Jun. 30, 2020 Jun. 30, 2020 Jun. 30, 2020
Lease expense $ 53,654 $ 104,000    
Lease term
Operating lease termination description   The Company also made the accounting policy decision not to recognize lease assets and liabilities for leases with a term of 12 months or less. The Company also made the accounting policy decision not to recognize lease assets and liabilities for leases with a term of 12 months or less. The Company also made the accounting policy decision not to recognize lease assets and liabilities for leases with a term of 12 months or less.
IS Segment [Member] | Manchester PA [Member]        
Commitments and Contingencies Disclosure [Line Items]        
Area of land | ft² 25,000 25,000 25,000 25,000
IS Segment [Member] | York, PA [Member]        
Commitments and Contingencies Disclosure [Line Items]        
Area of land | ft² 43,000 43,000 43,000 43,000
IS Segment [Member] | Emigsville, PA [Member]        
Commitments and Contingencies Disclosure [Line Items]        
Area of land | ft² 15,500 15,500 15,500 15,500
Monthly lease rent payment   $ 4,555    
Lease expiration date   Aug. 31, 2022 Aug. 31, 2022 Aug. 31, 2022
Lease term 3 years 3 years 3 years 3 years
Advanced Technologies [Member] | Pune, India [Member]        
Commitments and Contingencies Disclosure [Line Items]        
Area of land | ft² 6,700 6,700 6,700 6,700
Monthly lease rent payment   $ 6,453    
Lease expiration date   Feb. 28, 2024 Feb. 28, 2024 Feb. 28, 2024
Lease expense   $ 58,077    
Lease term 7 years 7 years 7 years 7 years
Advanced Technologies [Member] | Pune, India [Member] | INR [Member]        
Commitments and Contingencies Disclosure [Line Items]        
Monthly lease rent payment | ₨     ₨ 456,972  
Advanced Technologies [Member] | Hauppauge, New York [Member]        
Commitments and Contingencies Disclosure [Line Items]        
Area of land | ft² 27,000 27,000 27,000 27,000
Monthly lease rent payment   $ 28,719    
Lease expiration date   Apr. 30, 2020 Apr. 30, 2020 Apr. 30, 2020
Lease expense   $ 152,880    
Lease term 7 years 7 years 7 years 7 years
Advanced Technologies [Member] | Hampshire, England [Member]        
Commitments and Contingencies Disclosure [Line Items]        
Area of land | ft² 9,400 9,400 9,400 9,400
Monthly lease rent payment   $ 7,329    
Lease expiration date   Mar. 24, 2031 Mar. 24, 2031 Mar. 24, 2031
Lease expense   $ 65,961    
Lease term 15 years 15 years 15 years 15 years
Operating lease termination description   Terminate in 2021 and 2026. Terminate in 2021 and 2026. Terminate in 2021 and 2026.
Advanced Technologies [Member] | Hampshire, England [Member] | GBP [Member]        
Commitments and Contingencies Disclosure [Line Items]        
Monthly lease rent payment | £       £ 5,771
v3.20.2
Discontinued Operations - Schedule of Disposal Groups, Including Discontinued Operations (Details) - USD ($)
3 Months Ended 9 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Discontinued Operations and Disposal Groups [Abstract]        
Total net sales $ 11,523,119 $ 34,972,164
Cost of sales 7,009,550 21,008,465
Operating, selling, general and administrative expenses 4,811,870 14,576,012
Other expenses (341,366) (43,615)
Income (loss) from discontinued operations 43,065 (568,698)
Loss on sale of discontinued operations
Income tax provision 264,988 198,328
Discontinued operations, net of tax $ (221,923) $ (767,026)
v3.20.2
Subsequent Events (Details Narrative) - USD ($)
1 Months Ended 9 Months Ended
Jul. 06, 2020
Aug. 31, 2020
Jul. 31, 2020
Jun. 30, 2020
Series 1 Preferred Stock [Member]        
Number of shares issued during period       162,888
Subsequent Event [Member]        
Number of shares issued during period   479,619 479,619  
Notes payable   $ 600,000 $ 600,000  
Subsequent Event [Member] | Series 1 Preferred Stock [Member]        
Number of shares issued during period 111,134