Item 1. Financial Statements
Item
1. Financial Statements
Cemtrex,
Inc. and Subsidiaries
Condensed
Consolidated Balance Sheets
(Unaudited)
March 31,
September 30,
2022
2021
Assets
Current assets
Cash and equivalents
$ 8,970,324
$ 15,426,976
Restricted cash
1,659,905
1,759,347
Short-term investments
4,624,803
14,981
Trade receivables, net
6,005,568
7,810,896
Trade receivables - related party
1,472,514
1,487,155
Inventory –net of allowance for inventory obsolescence
7,066,654
5,657,287
Prepaid expenses and other assets
3,367,643
2,585,652
Total current assets
33,167,411
34,742,294
Property and equipment, net
6,560,246
6,738,944
Right-of-use assets
2,918,671
2,940,127
Goodwill
7,821,283
7,821,283
Other
1,280,386
697,240
Total Assets
$ 51,747,997
$ 52,939,888
Liabilities & Stockholders’ Equity (Deficit)
Current liabilities
Accounts payable
$ 4,764,560
$ 4,235,002
Short-term liabilities
15,720,515
9,977,972
Lease liabilities - short-term
905,041
830,791
Deposits from customers
184,134
536,220
Accrued expenses
1,309,514
1,621,053
Deferred revenue
2,543,822
2,004,170
Accrued income taxes
135,388
448,194
Total current liabilities
25,562,974
19,653,402
Long-term liabilities
Loans payable to bank
203,547
767,279
Long-term lease liabilities
2,013,630
2,017,408
Notes payable
2,114,322
2,350,000
Mortgage payable
2,207,617
2,257,785
Other long-term liabilities
822,008
839,171
Paycheck Protection Program Loans
103,190
1,032,200
Deferred Revenue - long-term
582,022
467,967
Total long-term liabilities
8,046,336
9,731,810
Total liabilities
33,609,310
29,385,212
Commitments and contingencies
-
-
Shareholders’ equity
Preferred stock , $ 0.001 par value, 10,000,000 shares authorized, Series 1, 3,000,000 shares authorized, 1,979,753 shares issued
and outstanding as of March 31, 2022 and 1,885,151 shares issued and outstanding as of September 30, 2021 (liquidation value of $ 10
per share)
1,980
1,885
Series C, 100,000 shares authorized, 50,000 shares issued and outstanding at March 31, 2022 and September 30, 2021
50
50
Preferred stock , value
50
50
Common stock, $ 0.001 par value, 50,000,000 shares authorized, 24,673,210 shares issued and outstanding at March 31, 2022 and
20,782,194 shares issued and outstanding at September 30, 2021
24,673
20,782
Additional paid-in capital
65,779,736
61,727,834
Retained earnings (accumulated deficit)
( 51,107,260 )
( 41,908,062 )
Treasury stock at cost
( 148,291 )
( 148,291 )
Accumulated other comprehensive income (loss)
2,756,321
2,896,452
Total Cemtrex stockholders’ equity
17,307,209
22,590,650
Non-controlling interest
831,478
964,026
Total liabilities and shareholders’ equity
$ 51,747,997
$ 52,939,888
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)
March 31, 2022
March 31, 2021
March 31, 2022
March 31, 2021
For the three months ended
For the six months ended
March 31, 2022
March 31, 2021
March 31, 2022
March 31, 2021
Revenues
12,728,215
9,260,385
23,400,704
18,096,461
Cost of revenues
8,675,604
5,331,501
15,478,899
10,162,107
Gross profit
4,052,611
3,928,884
7,921,805
7,934,354
Operating expenses
General and administrative
6,757,233
5,249,985
13,369,237
10,667,181
Research and development
1,114,715
641,497
2,426,428
1,275,722
Total operating expenses
7,871,948
5,891,482
15,795,665
11,942,903
Operating income/(loss)
( 3,819,337 )
( 1,962,598 )
( 7,873,860 )
( 4,008,549 )
Other income/(expense)
Other income/(expense)
334,931
1,679,944
1,265,100
2,630,932
Settlement Agreement - Related Party
-
3,674,165
-
3,674,165
Interest Expense
( 1,317,517 )
( 849,076 )
( 2,722,986 )
( 1,458,017 )
Total other income/(expense), net
( 982,586 )
4,505,033
( 1,457,886 )
4,847,080
Net loss before income taxes
( 4,801,923 )
2,542,435
( 9,331,746 )
838,531
Income tax benefit/(expense)
-
( 98,477 )
-
( 127,431 )
Net income/(loss)
( 4,801,923 )
2,443,958
( 9,331,746 )
711,100
Less loss in noncontrolling interest
( 80,676 )
( 10,174 )
( 132,548 )
( 50,421 )
Net income/(loss) attributable to Cemtrex, Inc. shareholders
$ ( 4,721,247 )
$ 2,454,132
$ ( 9,199,198 )
$ 761,521
Other comprehensive income/(loss)
Net income/(loss)
$ ( 4,801,923 )
$ 2,443,958
$ ( 9,331,746 )
$ 711,100
Foreign currency translation loss
( 199,623 )
( 97,423 )
( 140,131 )
( 40,325 )
Defined benefit plan actuarial gain
-
87,895
-
87,895
Comprehensive income/(loss)
( 5,001,546 )
2,434,430
( 9,471,877 )
758,670
Less comprehensive loss attributable to noncontrolling interest
80,676
10,174
132,548
50,421
Comprehensive income/(loss) attributable to Cemtrex, Inc. shareholders
$ ( 5,082,222 )
$ 2,424,256
$ ( 9,604,425 )
$ 708,249
Income/(loss) Per Share-Basic
$ ( 0.20 )
$ 0.13
$ ( 0.39 )
$ 0.04
Income/(loss) Per Share-Diluted
$ ( 0.20 )
$ 0.13
$ ( 0.39 )
$ 0.04
Weighted Average Number of Shares-Basic
24,088,940
18,558,843
23,588,004
18,195,510
Weighted Average Number of Shares-Diluted
24,088,940
18,663,770
23,588,004
18,203,374
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)
Shares
Amount
Shares
Amount
Shares
Amount
Shares
Amount
Capital
Deficit)
At cost
Income(loss)
Equity
interest
Preferred Stock Series 1
Preferred Stock Series A
Preferred Stock Series C
Common Stock Par
Retained
Accumulated
Par Value $0.001
Par Value $0.001
Par Value $0.001
Value $0.01
Additional
Earnings
Treasury
other
Cemtrex
Non-
Number of
Number of
Number of
Number of
Paid-in
(Accumulated
Stock,
Comprehensive
Stockholders’
controlling
Shares
Amount
Shares
Amount
Shares
Amount
Shares
Amount
Capital
Deficit)
At cost
Income(loss)
Equity
interest
Balance at September 30, 2021
1,885,151
$ 1,885
-
50,000
$ 50
20,782,194
$ 20,782
$ 61,727,834
$ ( 41,908,062 )
$ ( 148,291 )
$ 2,896,452
$ 22,590,650
$ 964,026
Foreign currency translation gain/(loss)
59,492
59,492
Share-based compensation
45,371
45,371
Shares issued to pay notes payable
2,891,016
2,891
3,285,180
3,288,071
Dividends paid in Series 1 preferred shares
94,602
95
( 95 )
-
Income/(loss) attributable to noncontrolling interest
-
( 51,872 )
Net loss
-
-
-
-
( 4,477,951 )
-
( 4,477,951 )
Balance at December 31, 2021
1,979,753
$ 1,980
-
50,000
$ 50
23,673,210
$ 23,673
$ 65,058,290
$ ( 46,386,013 )
$ ( 148,291 )
$ 2,955,944
$ 21,505,633
$ 912,154
Foreign currency translation gain/(loss)
$ ( 199,623 )
( 199,623 )
Share-based compensation
$ 27,046
27,046
Shares issued with note payable
1,000,000
$ 1,000
$ 694,400
695,400
Income/(loss) attributable to noncontrolling interest
-
$ ( 80,676 )
Net loss
-
-
-
-
$ ( 4,721,247 )
-
( 4,721,247 )
Balance at March 31, 2022
1,979,753
1,980
-
50,000
50
24,673,210
24,673
65,779,736
( 51,107,260 )
( 148,291 )
2,756,321
17,307,209
831,478
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)
Shares
Amount
Shares
Amount
Shares
Amount
Shares
Amount
Capital
Deficit)
At cost
Income(loss)
Equity
interest
Preferred Stock Series 1
Preferred Stock Series A
Preferred Stock Series C
Common Stock Par
Retained
Accumulated
Par Value $0.001
Par Value $0.001
Par Value $0.001
Value $0.01
Additional
Earnings
Treasury
other
Cemtrex
Non-
Number of
Number of
Number of
Number of
Paid-in
(Accumulated
Stock,
Comprehensive
Stockholders’
controlling
Shares
Amount
Shares
Amount
Shares
Amount
Shares
Amount
Capital
Deficit)
At cost
Income(loss)
Equity
interest
Balance at September 30, 2020, as restated
2,156,784
$ 2,157
1,000,000
$ 1,000
100,000
$ 100
17,622,539
$ 17,623
$ 60,221,766
$ ( 34,100,067 )
$ ( 148,291 )
$ 1,812,457
$ 27,806,745
$ 1,042,300
Foreign currency translation gain/(loss)
37,864
37,864
Share-based compensation
16,071
16,071
Shares issued to pay notes payable
345,638
345
407,507
407,852
Dividends paid in Series 1 preferred shares
108,169
108
( 108 )
-
Income/(loss) attributable to noncontrolling interest
-
( 40,247 )
Net loss
-
-
-
-
-
( 1,692,611 )
-
-
( 1,692,611 )
-
Balance at December 31, 2020
2,264,953
2,265
1,000,000
1,000
100,000
100
17,968,177
17,968
60,645,236
( 35,792,678 )
( 148,291 )
1,850,321
26,575,921
1,002,053
Foreign currency translation gain/(loss)
( 97,423 )
( 97,423 )
Defined benefit plan actuarial gain/(loss)
87,895
87,895
Share-based compensation
49,246
49,246
Shares issued to pay notes payable
743,286
743
1,298,733
1,299,476
Income in noncontrolling interest
( 10,174 )
Shares and options surrendered in settelment agreement
( 469,949 )
( 470 )
( 1,000,000 )
( 1,000 )
( 50,000 )
( 50 )
( 3,672,645 )
( 3,674,165 )
Net income
-
-
-
-
-
2,454,132
-
-
2,454,132
-
Net income/(loss)
2,454,132
2,454,132
Balance at March 31, 2021
1,795,004
1,795
-
-
50,000
50
18,711,463
18,711
58,320,570
( 33,338,546 )
( 148,291 )
1,840,793
26,695,082
991,879
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)
Cash Flows from Operating Activities
2022
2021
For the six months ended
March
31,
Cash Flows from Operating Activities
2022
2021
Net income/(loss)
$ ( 9,331,746 )
$ 711,100
Adjustments to reconcile net loss to net cash provided/(used) by operating activities:
Depreciation and amortization
862,683
680,004
Loss on disposal of property and equipment
30,558
9,219
Amortization of right-of-use assets
338,643
438,539
Change in allowance for doubtful accounts
( 1,839 )
( 137,356 )
Share-based compensation
72,417
65,318
Income tax expense/ (benefit)
-
127,431
Interest expense paid in equity shares
1,521,992
657,329
Accrued interest on notes payable
329,264
41,833
Amortization of original issue discounts on notes payable
583,333
475,000
Gain on marketable securities
( 159,905 )
( 1,869,338 )
Discharge of Paycheck Protection Program Loans
( 971,500 )
-
Settlement Agreement - Related Party
-
( 3,674,165 )
Changes in operating assets and liabilities net of effects from acquisition of subsidiaries:
Accounts receivable
1,807,167
1,420,861
Accounts receivable - related party
14,641
( 71,581 )
Inventory
( 1,409,367 )
( 565,002 )
Prepaid expenses and other current assets
( 781,991 )
( 631,714 )
Other assets
( 83,146 )
169,346
Other liabilities
( 17,163 )
11,438
Accounts payable
529,558
( 543,272 )
Operating lease liabilities
( 246,715 )
( 450,102 )
Deposits from customers
( 352,086 )
66,808
Accrued expenses
( 311,539 )
161,820
Deferred revenue
653,707
138,595
Income taxes payable
( 312,806 )
( 88,765 )
Net cash used by operating activities
( 7,235,840 )
( 2,856,654 )
Cash Flows from Investing Activities
Purchase of property and equipment
( 935,499 )
( 944,601 )
Proceeds from sale of property and equipment
230,901
-
Investment in MasterpieceVR
( 500,000 )
( 500,000 )
Investment in related party
-
( 900,000 )
Proceeds from sale of marketable securities
176,945
7,080,375
Purchase of marketable securities
( 4,626,862 )
( 4,845,903 )
Net cash used by investing activities
( 5,654,515 )
( 110,129 )
Cash Flows from Financing Activities
Proceeds from notes payable
8,000,000
-
Payments on notes payable
( 901,763 )
( 2,070,257 )
Payments on bank loans
( 613,900 )
( 655,276 )
Proceeds from Paycheck Protection Program Loans
-
1,970,785
Net cash provided/(used) by financing activities
6,484,337
( 754,748 )
Effect of currency translation
( 150,076 )
( 70,668 )
Net decrease in cash, cash equivalents, and restricted cash
( 6,406,018 )
( 3,721,531 )
Cash, cash equivalents, and restricted cash at beginning of period
17,186,323
21,072,859
Cash, cash equivalents, and restricted cash at end of period
$ 10,630,229
$ 17,280,660
Balance Sheet Accounts Included in Cash, Cash Equivalents, and Restricted Cash
Cash and equivalents
$ 8,970,324
$ 15,573,734
Restricted cash
1,659,905
1,706,926
Total cash, cash equivalents, and restricted cash
$ 10,630,229
$ 17,280,660
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
7
Cemtrex,
Inc. and Subsidiaries
Condensed
Consolidated Statements of Cash Flows (Continued)
(Unaudited)
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for interest
$ 288,397
$ 283,855
Cash paid during the period for income taxes
$ 312,806
$ 88,765
Supplemental Schedule of Non-Cash Investing and Financing Activities
Investment in Virtual Driver Interactive
$ -
$ 439,774
Stock issued to pay notes payable
$ 3,288,071
$ 1,707,327
Shares issued in connection with note payable
$ 700,400
$ -
Financing of right of use assets
$ 317,187
$ -
The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
8
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 growth into a leading
multi-industry technology company. The Company has expanded in a wide range of sectors, including smart technologies, virtual and augmented
realities, industrial solutions, and intelligent security 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 has two business segments, consisting of (i) Advanced Technologies (AT) and (ii) Industrial Services (IS).
Advanced
Technologies (AT)
Cemtrex’s
Advanced Technologies segment operates several brands that deliver cutting-edge software and hardware technologies:
-
Vicon
Industries – Vicon Industries, a majority owned subsidiary, provides end-to-end video security solutions to meet the toughest
corporate, industrial and governmental security challenges. Vicon’s products include browser-based video monitoring systems
and analytics-based 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) based
data algorithms.
-
SmartDesk
– SmartDesk is focused on reinventing the workspace through developing state-of-the-art, modern, fully integrated, workplace
solutions.
-
Cemtrex
XR (“CXR”) – CXR is focused on realizing the potential of the metaverse. CXR delivers Virtual Reality (VR)
and Augmented Reality (AR) solutions that provide higher productivity, progressive design and impactful experiences for consumer
products, and various commercial and industrial applications. The Company is in the process of developing virtual reality applications
for commercialization in the metaverse over the next couple years. CXR also invests in emerging startups focused on building best
in class solutions for the metaverse.
-
Virtual
Driver Interactive (“VDI”) – VDI provides innovative driver training simulation solutions for effective and
engaging learning for all ages and skills.
-
Bravo
Strong – Bravo Strong is a gaming and content studio working to building games and experiences for the metaverse.
-
good
tech (formerly Cemtrex Labs) – good tech provides mobile, web, and enterprise software application development services
for startups to large enterprises.
Industrial
Services (IS)
Cemtrex’s
IS segment operates through a brand, Advanced Industrial Services (“AIS”), that 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.
9
Acquisition
of Virtual Driver Interactive
On
October 26, 2020, the company acquired Virtual Driver Interactive (“VDI”), a California based provider of innovative driver
training simulation solutions for a purchase price of $ 1,339,774 plus contingent consideration of $ 175,428 .
For
over 10 years, VDI has been known for its effective and engaging driver training systems, designed for users of all ages and skill levels.
The Company offers comprehensive training for new teen and novice drivers, along with advanced training for corporate fleets and truck
drivers. VDI’s wide range of training courses and system options provide customers with highly portable, affordable and effective
solutions, all while focusing on the dangers of distracted driving. Results for VDI will be reported under the AT segment.
The
Company paid $ 900,000 in cash and issued a note payable in the amount of $ 439,774 . This note carries interest of 5 % and is payable in
two installments of $ 239,774 plus accumulated interest on October 26, 2021, and $ 200,000 plus accumulated interest on October 26, 2022.
Additionally, the Company paid contingent consideration of $ 175,428 in May 2021. There is no further contingent consideration specified
in the purchase agreement. The Company has accounted for this acquisition as a business combination and has allocated the purchase price
as follows, $ 876,820 to proprietary software, $ 39,992 to inventory, and $ 598,391 to goodwill.
Strategic
Investment
On
November 13, 2020, Cemtrex made a $ 500,000 investment and on January 19, 2022 made an additional $ 500,000 investment via a simple agreement
for future equity(“SAFE”) in MasterpieceVR. The SAFE provides that the Company will automatically receive shares of the entity
based on the conversion rate of future equity rounds up to a valuation cap, as defined. MasterpieceVR is a software company that is developing
software for content creation using virtual reality. The investment is included in other assets in the accompanying balance sheet and
the Company accounts for this investment and recorded at cost. No impairment has been recorded for the period ended March 31, 2022.
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 last fiscal year, primarily with
delays in expected orders by many customers and new product development, including newer versions of surveillance software since our
technical facility in Pune, India has been under lock down on multiple occasions. Overall bookings level in the IS segment of our business
were down by more than 20%, however our AT segment had experienced relatively less slow down. Bookings and revenue are starting to show
signs of recovery in this fiscal quarter compared to the same period last year. However, due to delays in certain supply chain areas,
the expected launch times of our new products and new versions has resulted in delays of several months. Additionally, increased prices
and the need to increase wages to retain talent may cause our gross margin percentages to shrink and our operational costs to rise.
The
broader implications of COVID-19 on our results from operations going forward remains uncertain. The COVID-19 pandemic and the resulting
supply chain issues and inflation 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, opportunities in the video surveillance field have been growing
for Vicon products.
The
extent of the pandemics 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 emergence of
new virus variants that are more contagious or harmful than prior variants, 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.
10
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, 2021, 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 Technologies Pvt. Ltd., Cemtrex XR Inc., and Advanced Industrial Services, Inc. and the Company’s majority owned
subsidiary Vicon Industries, Inc. and its subsidiary, Vicon Industries Ltd. All inter-company balances and transactions have been eliminated
in consolidation.
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, 2021,
includes a summary of the significant accounting policies used in the preparation of the consolidated financial statements.
Recently
Issued Accounting Standards
ASU
2016-13 Measurement of Credit Losses on Financial Instrument is effective for fiscal years beginning after December 15, 2022. This is
not expected to apply to the Company as financial instruments giving rise to credit risk are not utilized by the Company.
In
May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock
Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40). The new ASU addresses
issuer’s accounting for certain modifications or exchanges of freestanding equity-classified written call options. This amendment
is effective for all entities, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years.
Early adoption is permitted. The Company is currently evaluating the impact this new guidance will have on its financial statements.
The
Company does not believe that any other recently issued but not yet effective accounting pronouncements, if adopted, would have a material
effect on the accompanying consolidated financial statements.
11
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 and six
months ended March 31, 2022, and 2021, the following items were excluded from the computation of diluted net loss per common share as
their effect is anti-dilutive:
SCHEDULE OF COMPUTATION OF DILUTED NET LOSS PER COMMON SHARE AS ANTI-DILUTIVE EFFECT
2022
2021
2022
2021
For the three months ended
For the six months ended
March 31,
March 31,
2022
2021
2022
2021
Warrants to purchase shares
-
433,965
-
433,965
Options
800,000
880,049
800,000
944,757
Net loss per common share anti-dilutive effect
800,000
880,049
800,000
944,757
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: manufacturing, steel, printing,
construction, & petrochemical.
The
following tables summarize the Company’s segment information:
SCHEDULE OF SEGMENT INFORMATION
2022
2021
2022
2021
For the three
months ended
For the six
months ended
March
31,
March
31,
2022
2021
2022
2021
Revenues from external customers
Advanced Technologies
$ 7,722,307
$ 5,487,414
$ 13,340,824
$ 10,160,283
Industrial Services
$ 5,005,908
3,772,971
10,059,880
7,936,178
Total revenues
$ 12,728,215
$ 9,260,385
$ 23,400,704
$ 18,096,461
Gross profit
Advanced Technologies
$ 2,586,593
$ 2,646,926
$ 5,025,602
$ 4,993,198
Industrial Services
1,466,018
1,281,958
2,896,203
2,941,156
Total gross profit
$ 4,052,611
$ 3,928,884
$ 7,921,805
$ 7,934,354
Operating income/(loss)
Advanced Technologies
$ ( 4,810,095 )
$ ( 1,693,377 )
$ ( 9,826,559 )
$ ( 3,535,723 )
Industrial Services
990,758
( 269,221 )
1,952,699
( 472,826 )
Total operating loss
$ ( 3,819,337 )
$ ( 1,962,598 )
$ ( 7,873,860 )
$ ( 4,008,549 )
Other income/(expense)
Advanced Technologies
$ ( 963,668 )
$ 3,769,515
$ ( 1,387,920 )
$ 4,136,750
Industrial Services
( 18,918 )
735,518
( 69,966 )
710,330
Total other expense
$ ( 982,586 )
$ 4,505,033
$ ( 1,457,886 )
$ 4,847,080
Depreciation and Amortization
Advanced Technologies
$ 423,360
$ 89,746
$ 506,970
$ 205,578
Industrial Services
176,490
229,680
355,713
474,426
Total depreciation and amortization
$ 599,850
$ 319,426
$ 862,683
$ 680,004
March 31,
September 30,
2022
2021
Identifiable Assets
Advanced Technologies
$ 33,772,905
$ 33,850,496
Industrial Services
17,975,092
19,089,392
Total Assets
$ 51,747,997
$ 52,939,888
12
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. 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 March 31, 2022 and September 30, 2021, are as follows.
SCHEDULE OF FAIR VALUE OF ASSETS
Quoted Prices
Significant
in Active
Other
Significant
Balance
Markets for
Observable
Unobservable
as of
Identical Assets
Inputs
Inputs
March 31,
(Level 1)
(Level 2)
(Level 3)
2022
Assets
Investment in marketable securities
(included in short-term investments)
$ 4,624,803
$ -
$ -
$ 4,624,803
$ 4,624,803
$ -
$ -
$ 4,624,803
Quoted Prices
Significant
in Active
Other
Significant
Balance
Markets for
Observable
Unobservable
as of
Identical Assets
Inputs
Inputs
September, 30
(Level 1)
(Level 2)
(Level 3)
2021
Assets
Investment in marketable securities
(included in short-term investments)
$ 14,981
$ -
$ -
$ 14,981
Fair value assets
$ 14,981
$ -
$ -
$ 14,981
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 $ 1,502,490 at March 31, 2022 and $ 1,601,932
at September 30, 2021. Additionally, the Company has a standby letter of credit for deposit on a building lease and payable against a
money market account. The amount of the standby letter of credit is $ 157,415 as of March 31, 2022 and September 30, 2021.
13
NOTE
7 – ACCOUNTS RECEIVABLE, NET
Accounts
receivables, net consist of the following:
SCHEDULE OF ACCOUNTS RECEIVABLE, NET
March 31,
September 30,
2022
2021
Accounts receivable
$ 6,182,721
$ 7,989,888
Allowance for doubtful accounts
( 177,153 )
( 178,992 )
Accounts receivables,
net, total
$ 6,005,568
$ 7,810,896
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:
SCHEDULE OF INVENTORY, NET
March 31,
September 30,
2022
2021
Raw materials
$ 2,414,149
$ 1,957,410
Work in progress
830,950
429,871
Finished goods
5,638,355
5,191,007
Inventory, gross
8,883,454
7,578,288
Less: Allowance for inventory obsolescence
( 1,816,800 )
( 1,921,001 )
Inventory –net of allowance for inventory obsolescence
$ 7,066,654
$ 5,657,287
NOTE
9 – PROPERTY AND EQUIPMENT
Property
and equipment are summarized as follows:
SUMMARY OF PROPERTY AND EQUIPMENT
March 31,
September 30,
2022
2021
Land
$ 790,373
$ 790,373
Building and leasehold improvements
2,930,735
2,892,900
Furniture and office equipment
534,185
501,885
Computers and software
1,313,816
1,105,681
Machinery and equipment
12,865,786
12,984,959
Property and equipment, gross
18,434,895
18,275,798
Less: Accumulated depreciation
( 11,874,649 )
( 11,536,854 )
Property and equipment, net
$ 6,560,246
$ 6,738,944
Depreciation
expense for the three months ended March 31, 2022, and 2021 were $ 599,850 ,
$ 319,426 ,
respectively, and for the six months ended March 31, 2022, and 2021 were $ 862,683 ,
$ 680,004 ,
respectively.
14
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 entered
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:
SUMMARY OF FINANCE AND OPERATING LEASE LIABILITIES
March 31,
September 30,
2021
2021
Lease liabilities - current
Finance leases
$ -
$ -
Operating leases
905,041
830,791
905,041
830,791
Lease liabilities - net of current portion
Finance leases
$ -
$ -
Operating leases
2,013,630
2,017,408
$ 2,013,630
$ 2,017,408
15
A
reconciliation of undiscounted cash flows to finance and operating lease liabilities recognized in the condensed consolidated balance
sheet at March 31, 2022, is set forth below:
SCHEDULE OF RECONCILIATION OF UNDISCOUNTED CASH FLOWS TO FINANCE AND OPERATING LEASE LIABILITIES
Years ending September 30,
Finance leases
Operating Leases
Total
2022
-
604,963
604,963
2023
-
784,504
784,504
2024
-
660,865
660,865
2025
-
638,531
638,531
2026 & Thereafter
-
702,252
702,252
Undiscounted lease payments
-
3,391,115
3,391,115
Amount representing interest
-
( 472,444 )
( 472,444 )
Discounted lease payments
$ -
$ 2,918,671
$ 2,918,671
Additional
disclosures of lease data are set forth below:
SCHEDULE OF LEASE COSTS
Six months ended
March 31, 2022
March 31, 2021
Lease costs:
Finance lease costs:
Depreciation of finance lease assets
$ -
$ 5,728
Interest on lease liabilities
-
27
Operating lease costs:
Amortization of right-of-use assets
338,643
186,777
Interest on lease liabilities
30,720
16,636
Total lease cost
$ 369,363
$ 209,168
Other information:
Cash paid for amounts included in the measurement of lease liabilities:
Operating leases
$ 246,715
$ 178,228
Finance leases
-
14,306
$ 246,715
$ 192,534
Weighted-average remaining lease term - finance leases (months)
0
7
Weighted-average remaining lease term - operating leases (months)
36
48
Weighted-average discount rate - finance leases
N/A
3.63 %
Weighted-average discount rate - operating leases
5.66 %
6.64 %
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
March 31, 2022, the Company had prepaid and other current assets consisting of prepayments on inventory purchases of $ 630,165 ,
costs and estimated earnings in excess of billings on uncompleted contracts of $ 1,102,347 , and other current assets of $ 1,635,131 .
On September 30, 2021, the Company had prepaid and other current assets consisting of prepayments on inventory purchases of $ 298,707 ,
costs and estimated earnings in excess of billings on uncompleted contracts of $ 1,148,243 , and other current assets of $ 1,138,702 .
16
NOTE
12 – OTHER ASSETS
As
of March 31, 2022, the Company had other assets of $ 1,280,386
which was comprised of rent security of $ 90,791 ,
a strategic investment in MasterpieceVR of $ 1,000,000 ,
and other assets of $ 189,585 .
As of September 30, 2021, the Company had other assets of $ 697,240
which was comprised of rent security deposits of $ 84,362 ,
Investment in Masterpiece VR valued at $ 500,000 ,
and other assets of $ 112,878 .
NOTE
13 – 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 Founder and former CFO, is President, for total consideration of $ 550,000 . As of March 31, 2022,
and September 30, 2021, there was $ 1,472,514 and $ 1,487,155 in receivables due from Ducon Technologies, Inc., respectively. At March
31, 2022, $500,000 of the balance due is for the sale of Griffin, which was due in February 2021, and the remaining balance are various
receivables with various due dates within the next fiscal year. The Company is currently negotiating a payment agreement surrounding
all these amounts due .
On
February 23, 2021, Cemtrex’s Board of Directors determined that certain transactions between Cemtrex Inc. and First Commercial,
a company owned by former Executive Director, former Controlling Shareholder and former CFO, Aron Govil, were incorrectly handled and
accounted for.
The
total amount of disputed transfers was approximately $ 7,100,000 and occurred in fiscal year 2017 in the amount of $ 5,600,000 and in fiscal
year 2018 in the amount of $ 1,500,000 . Cemtrex did not find any other such transfers during this period or thereafter, upon further review
of the Company’s records.
Upon
the Company’s investigation into this matter, the Company has determined that there were inaccuracies in the Company’s financial
statements. The financials for the periods 2017 and 2018 were incorrect corresponding to the amounts that were incorrectly accounted
for, and subsequent years were affected by the roll forward effects of these entries. The Company found unsupported advertising expenses
in the amount of approximately $ 400,000 on Cemtrex Inc’s income statement for fiscal year 2018 and found that approximately $ 5,700,000
of intangible assets and $ 975,000 of research and development expenses, as translated from Indian Rupee at the time, were recorded on
Cemtrex India’s financial statements in fiscal year 2018 and could not be substantiated. The total amount of unsubstantiated transfers
recorded by Cemtrex India, and the unsupported advertising expense recorded by Cemtrex, Inc. sums to $ 7,100,000 , corresponding with the
total amount in question regarding First Commercial transfers during fiscal years 2017 and 2018
On
February 26, 2021, the Company entered into a Settlement Agreement and Release with Aron Govil regarding these transactions.
As
part of the Settlement Agreement, Mr. Govil was required to pay the Company consideration with a total value of $ 7,100,000 (the “Settlement
Amount”) by entering into the Agreement. The Settlement Amount was satisfied in a combination of Mr. Govil forfeiting certain Preferred
Stock and outstanding options and executing a secured note in the amount of $ 1,533,280 . The Independent Board of Directors in coordination
with Management concluded the settlement represented fair value.
In
March 2021, Mr. Govil returned to the Company 1,000,000 shares of Series A Preferred Stock, 50,000 Shares of Series C Preferred Stock,
469,949 shares of Series 1 Preferred Stock, and forfeited all outstanding options to purchase shares of commons stock (collectively,
the “Securities”). For the purposes of accounting recognition, the Company determined the fair value of the Series A, Series
C, and Series 1 Preferred stock based on the closing trading value of the Series 1 Preferred Stock on the date of the agreement. The
options surrendered were valued using the Black-Scholes option pricing model.
The
Company recognized the gain with respect to the surrendered Securities during the second quarter of fiscal year 2021. The gain of $ 3,674,165
is reported as Settlement Agreement – Related Party on the Company’s Condensed Consolidated Statements of Operations and
Comprehensive Income/(Loss).
As
discussed above, Mr. Govil also executed a secured promissory note (the “Note”) in the amount of $ 1,533,280 . The Note matures
and is due in full in two years and bears interest at 9 % per annum and is secured by all of Mr. Govil’s assets. Mr. Govil also
agreed to sign an affidavit confessing judgment in the event of a default on the Note. While the Company believes the note is fully collectible,
in accordance with ASC 450-30, Gain Contingencies, the Company determined the gain will not be recognized until the note is paid. Accordingly,
the note and associated gain is not presented on the Company’s Condensed Consolidated Balance Sheets and Condensed Consolidated
Statements of Operations and Comprehensive Income/(Loss).
17
NOTE
14 – LINES OF CREDIT AND LONG-TERM LIABILITIES
Lines
of credit
The
Company currently has a line of credit with Fulton Bank for $ 3,500,000 . The line carries an interest of LIBOR plus 2.00 % per annum ( 2.783 %
as of March 31, 2022 and 2.075 % as of September 30, 2021). At March 31, 2022 and September 30, 2021, there was no outstanding balance
on this line of credit. The terms of this line of credit are subject to the bank’s review annually on February 1.
Loans
payable to bank
On
December 15, 2015, the Company acquired a loan from Fulton Bank in the amount of $ 5,250,000 in order to fund the purchase of Advanced
Industrial Services, Inc. $ 5,000,000 of the proceeds went to direct purchase of AIS. This loan carries interest of LIBOR plus 2.25 % per
annum ( 3.033 % as of March 31, 2022 and 2.325 % as of September 30, 2021) and is payable on December 15, 2022 . This loan carries loan covenants
which the Company was in compliance with as of March 31, 2022. The outstanding balance on this loan was $ 735,494 and $ 1,218,680 , on March
31, 2022, and September 30, 2021, respectively. This loan is secured by the assets of the Company.
On
May 1, 2018, the Company acquired a loan from Fulton Bank in the amount of $ 400,000 in order to fund new equipment for Advanced Industrial
Services, Inc. This loan carries interest of LIBOR plus 2.00 % per annum ( 2.783 % as of March 31, 2022 and 2.075 % as of September 30, 2021)
and is payable on May 1, 2023 . This loan carries loan covenants which the Company was in compliance with as of March 31, 2022. The outstanding
balance on this loan was $ 106,799 and $ 149,914 , on March 31, 2022, and September 30, 2021, respectively. This loan is secured by the
assets of the Company
On
January 28, 2020, the Company acquired a loan from Fulton Bank in the amount of $ 360,000 in order to fund new equipment for Advanced
Industrial Services, Inc. This loan carries interest of LIBOR plus 2.25 % per annum ( 3.033 % as of March 31, 2022 and 2.325 % as of September
30, 2021) and is payable on May 1, 2023 . This loan carries loan covenants which the Company was in compliance with as of March 31, 2022.
The outstanding balance on this loan was $ 220,630 and $ 258,060 , on March 31, 2022, and September 30, 2021, respectively. This loan is
secured by the assets of the Company
Notes
payable
On
September 30, 2020, the Company, issued a note payable to an independent private lender in the amount of $ 4,605,000 .
This note carried interest of 8 %
and matured on March
30, 2022 . After deduction of an original issue
discount of $ 600,000
and legal fees of $ 5,000 ,
the Company received $ 4,000,000
in cash. As of March 31, 2022, and September
30, 2021, this note had a balance of $ 0
and $ 2,256,448 ,
respectively. As of March 31, 2022, and September 31, 2021, this note had unamortized original issue discount balance of $ 0
and $ 200,000 ,
respectively
On
September 30, 2021, the Company, issued a note payable to an independent private lender in the amount of $ 5,755,000 .
This note carries interest of 8 %
and matures on March
30, 2023 . After deduction of an original issue
discount of $ 750,000
and legal fees of $ 5,000 ,
the Company received $ 5,000,000
in cash. As of March 31, 2022, and September
30, 2021, this note had a balance of $ 5,992,502
and $ 5,005,000 ,
respectively. As of March 31, 2022, and September 31, 2021, this note had unamortized original issue discount balance of $ 500,000
and $ 750,000 ,
respectively.
On
February 22, 2022, the Company, issued a note payable to an independent private lender in the amount of $ 9,205,000 .
This note carries interest of 8 %
and matures on August
22, 2023 . After deduction of an original issue
discount of $ 1,200,000
and legal fees of $ 5,000 ,
the Company received $ 8,000,000
in cash. Additionally, the Company issued 1,000,000
shares of its common stock to the lender. The
fair market value of the stock of $ 700,400
was recognized as interest expense on the Company’s
Condensed Consolidated Statement of Operations and Comprehensive Income/(Loss). As of March 31, 2022, this note had a balance of $ 9,280,989 .
As of March 31, 2022, this note had unamortized original issue discount balance of $ 1,066,667 .
18
On
March 30, 2022, 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. 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, 2023 . This note carries loan covenants which the
Company is in compliance with as of March 31, 2022. As of March 31, 2022, and September 30, 2021, this note had a balance of $ 2,954,743
and $ 3,604,743 , respectively.
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 ( 3.283 % as of March 31, 2022 and 2.575 % as of September 30, 2021) 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 March 31, 2022, the Company was in compliance with these covenants. As of March 31, 2022, and September 30, 2021, this mortgage
had a balance of $ 2,228,945 and $ 2,339,114 , respectively.
Paycheck
Protection Program Loans
In
April and May of 2020, and January and April of 2021, the Company and its subsidiaries applied for and were granted $ 6,413,385 in Paycheck
Protection Program loans under the CARES Act. These loans bear interest of 2 % and mature in two years. The Company has applied for and
received loan forgiveness under the provisions of the CARES Act for $ 6,291,985 . The remaining loan of $ 121,400 has been modified with
a maturity date of May 5, 2025 and payments starting in June of 2022 and is recorded under Paycheck Protection Program Loans on our Condensed
Consolidated Balance Sheet as of March 31, 2022, net of the short-term portion of $ 18,210 . The issuing bank determined that this loan
qualifies for loan forgiveness, however the Company is awaiting final approval from the Small Business Administration.
NOTE
15 – STOCKHOLDERS’ EQUITY
Preferred
Stock
The
Company is authorized to issue 10,000,000 shares of Preferred Stock, $ 0.001 par value. As of March 31, 2022, and September 30, 2021,
there were 2,029,753 and 1,935,151 shares issued and outstanding, respectively.
Series
1 Preferred Stock
During
the six months ended March 31, 2022, 94,602 shares of Series 1 Preferred Stock were issued to pay dividends to holders of Series 1 Preferred
Stock.
As
of March 31, 2022, and September 30, 2021, there were 1,979,753 and 1,885,151 shares of Series 1 Preferred Stock issued and outstanding,
respectively.
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 .
As
of March 31, 2022, and September 30, 2021, there were 50,000 shares of Series C Preferred Stock issued and outstanding.
19
Common
Stock
The
Company is authorized to issue 50,000,000 shares of common stock, $ 0.001 par value. As of March 31, 2022, there were 24,673,210 shares
issued and outstanding and at September 30, 2021, there were 20,782,194 shares issued and outstanding.
During
the six months ended March 31, 2022, 2,891,016 shares of the Company’s common stock have been issued to satisfy $ 2,112,500 of notes
payable, $ 353,978 in accrued interest, and $ 821,593 of excess value of shares issued recorded as interest expense. An additional 1,000,000
shares were issued in connection with a note payable issued on February 22, 2022.
NOTE
16 – SHARE-BASED COMPENSATION
For
the six months ended March 31, 2022, and 2021, the Company recognized $ 72,417 and $ 65,317 of share-based compensation expense on its
outstanding options, respectively. As of March 31, 2022, $ 174,318 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
17 – COMMITMENTS AND CONTINGENCIES
The
Company has its corporate headquarters in New York City with a 12-month lease of 2,500 square feet of office space at a rate of $ 10,000
per month.
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 (INR 456,972 ) expiring on February 28, 2024 , (ii) approximately 30,000 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, 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 2026 .
NOTE
18 – 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.
In
April and May of 2022, the Company issued an aggregate of 1,590,086 shares of common stock to settle $ 600,000 of notes payable, and $ 105,053
of excess value of shares issued recorded as interest expense.
On
April 7, 2022, 99,369 shares of Series 1 Preferred Stock were issued to pay dividends to holders of Series 1 Preferred Stock. The holders
of the Series 1 Preferred Stock are entitled to receive dividends at the rate of 10 % annually, based on the $ 10.00 per share Preference
Amount, payable semiannually.
20
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.