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.
The
Company’s reporting segments consist of Security and Industrial Services.
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.
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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,
2023.
Results
of Operations – For the three months ended December 31, 2023, and 2022
Revenues
Our
Security segment revenues for the three months ended December 31, 2023, increased by $2,163,057 or 31% to $9,167,801 from $7,004,744
for the three months ended December 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 December 31, 2023, increased by $2,744,867 or 55%, to $7,710,365 from
$4,965,498 for the three months ended December 31, 2022. This increase is mainly due to increased demand for the segment’s services
and the additional business from the Heisey acquisition.
Our
Corporate segment is the holding company for the other two segments and did not generate any revenue for the three months ended December
31, 2023 or 2022.
Gross
Profit
Gross
Profit for the three months ended December 31, 2023, was $7,082,399 or 42% of revenues as compared to gross profit of $5,042,615 or 42%
of revenues for the three months ended December 31, 2022.
Gross
profit in our Security segment was $4,516,947 or 49% of the segment’s revenues for the three months ended December 31, 2023, as
compared to gross profit of $3,403,690 or 49% of the segment’s revenues for the period ended December 31, 2022. Gross profit as
a percentage of revenues remained constant in the three months ended December 31, 2023, compared to the three months ended December 31,
2022.
Gross
profit in our Industrial Services segment was $2,565,452 or 33% of the segment’s revenues for the three months ended December 31,
2023, as compared to gross profit of $1,638,925 or 33% of the segment’s revenues for the period ended December 31, 2022. Gross
profit as a percentage of revenues remained constant in the three months ended December 31, 2023, compared to the three months ended
December 31, 2022.
General
and Administrative Expenses
General
and administrative expenses for the three months ended December 31, 2023, increased $1,516,133 or 28% to $6,971,966 from $5,455,833 for
the three months ended December 31, 2022. The increase in general and administrative expenses is mainly
related to increased payroll, insurance, office supplies and repairs and maintenance expenses offset by decreased depreciation, professional
fees, rent, and travel expenses. One-time fees in the current quarter include approximately $155,000 in severance payments.
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Research
and Development Expenses
Research
and Development expenses for the three months ended December 31, 2023, were $848,805 compared to $1,538,218 for the three months ended
December 31, 2022, a decrease of $689,413 or 45%. 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
Income/Expense
Other
expense for the three months ended December 31, 2023, was $505,272, as compared to $1,145,317 for the three months ended December 31,
2022. Other expense for the three months ended December 31, 2023, and 2022, was mainly driven by interest on the Company’s debt.
Decreases in interest expense relate to $221,831 in deferral charges and $441,733 of amortization of original issue discounts in the
three months ended December 31, 2022, that did not occur in the current period.
Provision
for Income Taxes
During
the three months ended December 31, 2023 and 2022, the Company had income tax expense from continuing operations of $70,751 and $0. The
provision for income tax is based upon the current 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 current ability to utilize net loss carryforwards.
Income/(loss)
from Discontinued Operations
For
the three months ended December 31, 2023, the Company had income on discontinued operations, net of tax of $10,492. This income is mainly related
to the recognition of the royalties due from CXR, Inc. Losses on discontinued operations for the three months ended December 31, 2022,
were $3,239,621 attributable to the operations and sale of the Cemtrex brands discussed in Note 3 to the financial statements included
herein.
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 deficit was $2,284,787 at December 31, 2023, compared to working capital of $1,948,923 at September 30, 2023. This includes cash
and equivalents and restricted cash of $4,016,732 at December 31, 2023, and $6,349,562 at September 30, 2022. The decrease in working
capital was primarily due to the Company’s payment of accounts payable and accrued expenses.
Cash
used by operating activities for continuing operations for the three months ended December 31, 2023, and 2022 was $3,139,073 and $5,872,310,
respectively. Cash provided by operating activities for discontinued operations for the three months ended December 31, 2022, was $2,501,426.
Trade
receivables increased by $694,860 or 8% to $9,904,555 at December 31, 2023, from $9,209,695 at September 30, 2023. The increase in trade
receivables is attributable to increased sales in the Security segment.
Cash
used by investing activities for continuing operations for the three months ended December 31, 2023, was $390,310 compared to $568,111
for the three months ended December 31, 2022. Cash provided by investing activities for discontinued operations was $207,329 for the
three months ended December 31, 2022. Investing activities for the three months ended December 31, 2023, were driven by the Company’s
purchase of property and equipment and investment in Masterpiece VR.
Cash
provided by financing activities for the three months ended December 31, 2023, was $998,099 compared to using cash of $600,920 for
the three months ended December 31, 2022. Financing activities were primarily driven by proceeds and payments on the Company’s
revolving line of credit and payments on its secured debt. Financing activities for the three months ended December 31, 2022, were primarily
driven by payments on the Company’s debt.
While
our working capital deficit 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. The Company has approximately $2.84 million
in cash as of December 31, 2023. Additionally, the Company has (i) secured a line of credit for its Vicon brand to fund operations, which
as of December 31, 2023, has available capacity of $1,642,676, (ii) sold unprofitable brands, reducing the cash required to maintain
those brands, (iii) continually reevaluate our pricing model on our Vicon brand to improve margins on those products, and (iv) has effected
a 35:1 reverse stock split on our common stock to remain trading on the Nasdaq Capital Markets, and improve 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
if successful, would be sufficient to meet the capital demands of our current operations for at least the next twelve months, there 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. The Company currently does not have adequate
cash or available liquidity/available capacity on our lines of credit to meet our short or long-term needs. Absent an ability to raise
additional outside capital and restructure or refinance all or a portion of our debt, the Company will be unable to meet its obligations
as they become due over the next twelve months beyond the issuance date.
Each
segment of the Company’s operations has positioned itself for growth and the Company’s long-term objectives include, increasing
marketing and sales for the Company’s products and services in each segment, increasing the Company’s presence through collaboration
partnerships in each segment and through strategic acquisitions of complementary businesses for each segment. These long-term objectives
will require sufficient cash to complete, and the Company expects to fund these objectives with cash on hand, issuance of debt, and from
proceeds from the sale of the Company’s securities, which may not be sufficient to fully implement our growth initiatives.
The
condensed consolidated financial statements do not include any adjustments relating to this uncertainty.
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