Item 2. Management’s Discussion and Analysis
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 growth into a leading multi-industry
company. Unless the context requires otherwise, all references to “we”, “our”, “us”, “Company”,
“registrant”, “Cemtrex” or “management” refer to Cemtrex, Inc. and its subsidiaries.
During
the first quarter of fiscal year 2023, the Company reorganized its reporting segments to be in line with its current structure, consisting
of (i) Security, (ii) Industrial Services, and (iii) Cemtrex Corporate.
Security
Cemtrex’s
Security segment operates under the brand of its majority owned subsidiary, Vicon Industries, Inc. (“Vicon”), 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 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 innovative, mission critical security and video surveillance solutions utilizing
Artificial Intelligence (AI) based data algorithms.
Industrial
Services
Cemtrex’s
Industrial Services segment operates under the brand, Advanced Industrial Services (“AIS”), which offers single-source expertise
and services for rigging, millwrighting, in plant maintenance, equipment erection, relocation, and disassembly to diversified customers.
AIS installs high precision equipment in a wide variety of industrial markets like automotive, printing & graphics, industrial automation,
packaging, and chemicals, among others. AIS is a leading provider of reliability-driven maintenance and contracting solutions for 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.
Cemtrex
Corporate
Cemtrex’s
Corporate segment is the holding company of our other two segments.
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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,
2022.
Results
of Operations – For the three months ending March 31, 2023, and 2022
Total
revenue for the three months ended March 31, 2023, and 2022 was $16,073,789 and $11,746,017, respectively, an increase of $4,327,380,
or 37%. Loss from continuing operations for the three months ended March 31, 2023, was $553,761 compared to $4,116,783 for the three
months ended March 31, 2022, a decrease on the loss of $3,563,022, or 87%. Total revenue for the quarter increased, as compared to total
revenue in the same period last year, due to increased demand for the Company’s products and services. Loss from operations decreased
due to increased revenues as compared to the same period in the prior year.
Revenues
Our
Security segment revenues for the three months ended March 31, 2023, increased by $3,173,789 or 47% to $9,913,898 from $6,740,109 for
the three months ended March 31, 2022. This increase is due to an increased demand for the Security segment’s products and services.
Our
Industrial Services segment revenues for the three months ended March 31, 2023, increased by $1,153,591 or 23%, to $6,159,499 from $5,005,908
for the three months ended March 31, 2022. This increase is mainly due to increased demand for the segment’s
products and services.
Gross
Profit
Gross
Profit for the three months ended March 31, 2023, was $7,338,481 or 46% of revenues as compared to gross profit of $3,769,781 or 32%
of revenues for the three months ended March 31, 2022.
Gross
profit in our Security segment was $5,122,290 or 52% of the segment’s revenues for the three months ended March 31, 2023, as compared
to gross profit of $2,303,763 or 34% of the segment’s revenues for the period ended March 31, 2022. Gross profit as a percentage
of revenues increased in the three months ended March 31, 2023, compared to the three months ended March 31, 2022, due to price increases
implemented throughout the segment in response to rising costs of our goods and transportation costs.
Gross
profit in our Industrial Services segment was $2,216,191 or 36% of the segment’s revenues for the three months ended March 31,
2023, as compared to gross profit of $1,466,018or 29% of the segment’s revenues for the period ended March 31, 2022. Gross profit
as a percentage of revenues increased in the three months ended March 31, 2023, compared to the three months ended March 31, 2022, was
primarily due to lower subcontractor costs.
General
and Administrative Expenses
General
and administrative expenses for the three months ended March 31, 2023, decreased $106,402 or 2% to $5,318,267 from $5,424,669 for the
three months ended March 31, 2022. General and administrative expenses as a percentage of revenues were 33% and 46% of revenues for the
three-month periods ended March 31, 2023, and 2022, respectively. The reduction in general and administrative expenses is mainly related
to reduced employee costs and legal expenses.
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Research
and Development Expenses
Research
and Development expenses for the three months ended March 31, 2023, were $1,615,341 compared to $1,239,334 for the three months ended
March 31, 2022, an increase of $376,007 or 30%. Research and Development expenses are primarily related to the Security Segment’s
development of next generation solutions associated with security and surveillance systems software.
Other
Expense
Other
expense for the three months ended March 31, 2023, was $958,634, as compared to other expense of $1,222,561 for the three months ended
March 31, 2022. Other expense for the three months ended March 31, 2023, was mainly driven by interest on the Company’s debt, offset
by a one-time income related to employee retention credits of $416,502.
Provision
for Income Taxes
During
the three months ended March 31, 2023, and 2022, the Company took no provision on income taxes. 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 and the Company’s projected ability to utilize net loss carryforwards.
Income/(loss)
from Discontinued Operations
The
Company had income on discontinued operations of $14,232. This income is mainly related to the recognition of the royalties due from
CXR, Inc. Losses on discontinued operations for the three months ended March 31, 2022 were $685,140 attributable to the operations of
the Cemtrex brands discussed in Note 3.
Results
of Operations – For the six months ending March 31, 2023, and 2022
Total
revenue for the six months ended March 31, 2023, and 2022 was $28,043,639 and $21,159,412, respectively, an increase of $6,884,227, or
33%. Loss from continuing operations for the six months ended March 31, 2023, was $3,650,514 compared to $7,887,648 for the six months
ended March 31, 2022, a decrease on the loss of $4,237,134, or 54%. Total revenue for the period increased, as compared to total revenue
in the same period last year, due to increased demand for the Company’s products and services. Loss from operations decreased due
to increased revenues and improved gross profit margins as compared to the same period in the prior year.
Revenues
Our
Security segment revenues for the six months ended March 31, 2023, increased by $5,819,110 or 52% to $16,918,642 from $11,099,532 for
the six months ended March 31, 2022. This increase is due to an increased demand for the Security segment’s products and services.
Our
Industrial Services segment revenues for the six months ended March 31, 2023, increased by $1,065,117 or 11%, to $11,124,997 from $10,059,880
for the six months ended March 31, 2022. This increase is mainly due to increased demand for the segment’s
products and services.
Gross
Profit
Gross
Profit for the six months ended March 31, 2023, was $12,381,096 or 44% of revenues as compared to gross profit of $6,992,031 or 33% of
revenues for the six months ended March 31, 2022.
Gross
profit in our Security segment was $8,525,980 or 50% of the segment’s revenues for the six months ended March 31, 2023, as compared
to gross profit of $4,095,828 or 37% of the segment’s revenues for the six-month period ended March 31, 2022. Gross profit as a
percentage of revenues increased in the six months ended March 31, 2023, compared to the six months ended March 31, 2022, due to price
increases implemented throughout the segment in response to rising costs of our goods and transportation costs.
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Gross
profit in our Industrial Services segment was $3,855,116 or 35% of the segment’s revenues for the six months ended March 31, 2023,
as compared to gross profit of $2,896,203 or 29% of the segment’s revenues for the period ended March 31, 2022. Gross profit as
a percentage of revenues increased in the six months ended March 31, 2023, compared to the six months ended March 31, 2022, was primarily
due to lower subcontractor costs.
General
and Administrative Expenses
General
and administrative expenses for the six months ended March 31, 2023, decreased $231,239 or 2% to $10,482,605 from $10,713,844 for the
six months ended March 31, 2022. General and administrative expenses as a percentage of revenues were 37% and 51% of revenues for the
six-month periods ended March 31, 2023, and 2022, respectively. The reduction in general and administrative expenses is mainly related
to reduced employee costs and legal expenses.
Research
and Development Expenses
Research
and Development expenses for the six months ended March 31, 2023, were $3,445,054 compared to $2,471,008 for the six months ended March
31, 2022, an increase of $974,046 or 39%. Research and Development expenses are primarily related to the Security Segment’s development
of next generation solutions associated with security and surveillance systems software.
Other
Expense
Other
expense for the six months ended March 31, 2023, was $2,103,951 as compared to an expense of $1,694,827 for the six months ended March
31, 2022. Other expense for the six months ended March 31, 2023, was mainly driven by interest on the Company’s debt, offset by
a one-time income related to employee retention credits of $416,502. Other expense for the six months ended March 31, 2022, included
the gain on the forgiveness of our PPP loans of $971,500.
Provision
for Income Taxes
During
the six months ended March 31, 2023, and 2022, the Company took no provision on income taxes. 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 and the Company’s projected ability to utilize net loss carryforwards.
Loss
from Discontinued Operations
The
Company had losses on discontinued operations of $3,225,389. The losses are comprised of the $2,455,341 loss on the sale of Cemtrex Advanced
Technologies, and Cemtrex XR, Inc. The net loss of $878,284 for the six months ended March 31, 2023, the recognition of discounted royalties
of $19,151, and the net gain on the recovery of cash from Vicon Industries Ltd. of $89,085. Losses on discontinued operations for the
six months ended March 31, 2022 were $1,444,098 attributable to the operations of the Cemtrex brands discussed in Note 3.
Effects
of Inflation
The
Company’s business and operations have been affected by inflation during the periods for which financial information
is presented. In response, the Company has instituted price increases and initiated cost-saving measures to mitigate the effects
of inflation on operations.
Liquidity
and Capital Resources
Working
capital was $383,939 at March 31, 2023, compared to working capital of $6,252,972 at September 30, 2022. This includes cash and equivalents
and restricted cash of $7,279,334 at March 31, 2023, and $11,473,676 at September 30, 2022. The decrease in working capital was primarily
due to the Company’s sale of assets and liabilities of discontinued operations and an increase in accounts payable, accrued expenses,
and deferred revenue during the six months ended March 31, 2023.
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Cash
used by operating activities for continuing operations for the six months ended March 31, 2023 and 2022 was $5,383,060 and $6,152,012,
respectively. Cash provided by operating activities for discontinued operations for the six months ended March 31, 2023 was $2,488,144,
compared to using cash of $1,310,586 for the six months ended March 31, 2022.
Trade
receivables increased by $1,872,272 or 35% to $7,271,488 at March 31, 2023, from $5,399,216 at September 30, 2022. The increase in trade
receivables is attributable to increased sales in the Security segment.
Cash
used by investment activities for continuing operations for the six months ended March 31, 2023 was $252,706 compared to $5,425,408 for
the six months ended March 31, 2022. Cash used by investing activities for discontinued operations for the six months ended March 31,
2022 was $2,349. Investing activities for the six months ended March 31, 2023 were driven by the Company’s purchase of property
and equipment.
Cash
used by financing activities for the six months ended March 31, 2023, was $920,127 compared to providing cash of $6,484,337 for the six
months ended March 31, 2022. Financing activities were primarily driven by payments on the Company’s debt. Financing activities
for the six months ended March 31, 2022 were primarily driven by proceeds from the note payable issued in February of 2022.
While
our working capital and current debt indicate a substantial doubt regarding the Company’s ability to continue as a going concern,
the Company has historically, from time to time, satisfied and may continue to satisfy certain short-term liabilities through the issuance
of common stock, thus reducing our cash requirement to meet our operating needs. Additionally, the Company has recently sold unprofitable
brands, reducing the cash required to maintain those brands, reevaluated our pricing model on our Vicon brand to improve margins on those
products, and has effected a reverse stock split on our common stock to remain trading on the Nasdaq Capital Markets, and improved our
ability to potentially raise capital through equity offerings that we may use to satisfy debt. In the event additional capital is raised
through equity offerings and/or debt is satisfied with equity, it may have a dilutive effect on our existing stockholders. While the
Company believes these plans are sufficient to meet the capital demands of our current operations for at least the next twelve months,
the is no guarantee that we will succeed.
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 working capital needs. We currently do not have adequate cash to meet our short or long-term needs. The consolidated
financial statements do not include any adjustments relating to this uncertainty.
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