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I'm out. Good luck and congrats.
Fran 14.50 now
Nice!
MMLP has a .25 quarterly dividend
DF 1.78 now
FRAN 12.02 in after hours trading. I was only holding a small position but it's still nice to see. I should have stuck with my gut on this one and kept more of my shares.
Thanks again on this one Tdeck. I found this one because of you. HZN and now FRAN. I'm just running on freebies now.
Thanks. I'm still long here. I'm hoping to see a surprise earnings increase this quarter.
BGG 6.03 now
That move must of made a few investors wealthy. Maybe we'll catch the next one.
I took some profit today. Thanks bro.
Nice!
Thanks. I ended up with 600 freebies.
Nice! Great call on this one Powerbattles.
Bracing for Dorian: Before, during and after the storm, Briggs & Stratton is there to help
MILWAUKEE, Sept. 4, 2019 /PRNewswire/ -- As a 110-year-old provider of power, Briggs & Stratton Corporation knows first-hand how the household essentials many of us take for granted become a lifeline when communities are ravaged by hurricanes and homeowners are left without power for days on end. Briggs & Stratton takes the responsibility of providing products and support that are easily accessible very seriously, especially as Hurricane Dorian continues to inch closer to the U.S. and the threat of lost power is imminent.
Preparing for the storm
For those who do not already have backup power available to them, Briggs & Stratton knows that access is a top concern. "The Briggs & Stratton team has deployed truckloads of portable generators to anticipated areas of impact to equip retailers and dealers to meet customer demands, and we work with our channel partners to stage generator inventory in distribution centers so our response time to stores and consumers in need is reduced," says Jeremy Sanders, vice president group sales for the Company's Turf & Consumer Products group. "And because the last thing consumers want to do is drive from store-to-store searching for backup power products, the Briggs & Stratton website has been updated so it's easy for consumers to find product availability in their area."
For customers who already own backup power equipment, Briggs & Stratton is dedicated to providing the highest level of customer support before, during and after the storm by making it easy for them to perform their own maintenance or find local dealers who can assist to ensure everything is in working condition. Currently in Florida, Georgia and the Carolinas, the Briggs & Stratton website has been enhanced to include preparedness tips, equipment maintenance tips and videos for those who prefer self-help content; and for those who prefer professional maintenance, a dealer locator is available to ensure portable generator owners can easily find the support they need. Calling, chatting or emailing Briggs & Stratton for support directly is always an option as well. For customers who choose that route, the Company has increased its Answer Center availability, which will include hours through the weekend.
After the storm when customers are most in need, Briggs & Stratton is there
It can often be quite difficult to access areas of devastation, but Briggs & Stratton's primary goal is to get products, service and parts accessible to victims. This is largely done by supporting local retailer and dealer partners to sell and service products.
"Since 1998, Briggs & Stratton has had a Storm Team ready to deploy when and where they're needed. Individuals are equipped with the tools and a supply of parts to support retailers that may be having issues," says Thomas Ayers, director retail sales & service support at Briggs & Stratton Corporation. "Additionally, Power Distributors, the single national distributor of Briggs & Stratton(R) engines, parts and whole goods for dealers and select retailers, will reach out to dealers in the storm-affected areas to ensure they weathered the storm and have what they need to take care of customers in need."
Briggs & Stratton products are first on the scene after the storm subsides
Several years ago, Briggs & Stratton donated $1 million worth of portable generators and pressure washers to the American Red Cross to be stationed at 183 chapters in areas most prone to hurricanes and other natural disasters nationwide. "Instead of reacting each time a storm hits, we already know our products will be some of the first on scene to provide backup power once a storm or other natural disaster subsides," says Rick Carpenter, vice president of corporate marketing at Briggs & Stratton Corporation. "As we track Dorian and wait for the storm to pass by the U.S., we have confidence that our product will make it on scene to help impacted civilians before most other support is available."
For additional information on Briggs & Stratton and its products, please visit www.briggsandstratton.com.
While portable generators can provide users with flexibility and comfort, they must be used appropriately at all times in order to avoid carbon monoxide poisoning. As a member of the Portable Generator Manufacturers' Association, Briggs & Stratton invites homeowners to visit www.TakeYourGeneratorOutside.com to learn more about portable generator safety.
About Briggs & Stratton Corporation:
Briggs & Stratton Corporation (NYSE: BGG), headquartered in Milwaukee, Wisconsin, is focused on providing power to get work done and make people's lives better. Briggs & Stratton is the world's largest producer of gasoline engines for outdoor power equipment, and is a leading designer, manufacturer and marketer of power generation, pressure washer, lawn and garden, turf care and job site products through its Briggs & Stratton(R) , Simplicity(R) , Snapper(R) , Ferris(R) , Vanguard(R) , Allmand(R) , Billy Goat(R) , Murray(R) , Branco(R) and Victa(R) brands. Briggs & Stratton products are designed, manufactured, marketed and serviced in over 100 countries on six continents. For additional information, please visit www.basco.com and www.briggsandstratton.com.
BGG 5.33. Generator sales are increasing substantially due to Dorian.
Thanks bro. BGG has begun to move back up.
Good morning Powerbattles. FCEL has a decent share structure and chart. I took a 5k starter.
What do you think about DF. Do you think it has a chance of recovering from here? It had over 7 billion in revenue last year.
Marvin's best bud McFarlan spoke like he was an expert on the subject of Hispanics needing small drills lol. That comment will probably cost Lowe's more customers. It's as though they are trying to send more business to Home Depot. Lowe's has to many Home Depot people in charge of things. They are increasing long term debt knowing we have a possible recession coming soon. Maybe they will spend the rest of the 15 billion dollar loan to buy back stock this year, so Lowe's PPS can surpass Home Depot lol. Profits should be used for share buybacks and not debt with interest. It's sad to see.
Insiders have started loading BGG. Looks like it may have bottomed.
Thanks. I added CGIX to my watch list.
It great for a swing trade I-Man.
It's great for a swing trade or a short and that's about it at this point.
I just sold the rest of my shares. I'll reload if or when it dips again.
This is crashing hard.
BGG hit a 44 year low last Thursday. The financials were bad, but it appears it's just temporary. BGG just reduced the dividend to .05 quarterly. They make a whole lot of engines. They will bounce back from this IMO. This could be a good entry point for a long position.
Thanks Vlispxpert. I sold a little early today, but still made a decent profit.
I'm loading BGG. It hit 44 year low last Thursday and is down today. It has a .05 quarterly dividend currently. Good for a long position IMO.
CETX up over 100% now
Good luck with you short. I sold my shares today. I sold a little early at 2.24 and 2.29. I had a 1.95 average so I still made a profit. I just don't trust holding here. I may jump back in at some point if you shorts can run it back down again ;)
I'm out at 2.24 and 2.29. I'm looking for something else now.
$CETX is breaking out up 41%
$CETX 10-Q
https://www.sec.gov/Archives/edgar/data/1435064/000149315219013047/form10-q.htm
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934
For the quarterly period ended June 30, 2019
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)
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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).
[X] Yes [ ] No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
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 16, 2019, the issuer had 3,367,109 shares of common stock issued and outstanding.
Table of Contents
CEMTREX, INC. AND SUBSIDIARIES
INDEX
Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements 3
Condensed Consolidated Balance Sheets as of June 30, 2019 and September 30, 2018(Unaudited) 3
Condensed Consolidated Statements of Operations and Comprehensive Income/(Loss) for the three and nine months ended June 30, 2019 and June 30, 2018 (Unaudited) 4
Consolidated Statement of Stockholders’ Equity for the three and nine months ended June 30, 2019 and June 30, 2018 (Unaudited) 5
Condensed Consolidated Statements of Cash Flow for the nine months ended June 30, 2019 and June 30, 2018 (Unaudited) 7
Notes to Unaudited Condensed Consolidated Financial Statements 8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 19
Item 4. Controls and Procedures 24
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 25
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 25
Item 6. Exhibits 26
SIGNATURES 27
2
Part I. Financial Information
Item 1. Financial Statements
Cemtrex, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(Unaudited)
June 30, September 30,
2019 2018
Assets
Current assets
Cash and equivalents $ 1,572,825 $ 973,772
Short-term investments 13,692 -
Restricted Cash 873,293 1,342,163
Accounts receivable, net 16,127,399 13,945,655
Trade receivables - related party 266,124 165,220
Inventory, net 15,731,128 11,354,458
Prepaid expenses and other current assets 4,480,826 4,132,996
Total current assets 39,065,287 31,914,264
Property and equipment, net 24,408,648 27,300,654
Goodwill 5,303,743 3,322,818
Investment in Vicon - 1,699,271
Other assets 4,584,547 3,093,607
Total Assets $ 73,362,225 $ 67,330,614
Liabilities & Stockholders’ Equity
Current liabilities
Accounts payable $ 9,887,828 $ 7,068,005
Accounts payable to related party 155,600 -
Short-term liabilities 14,008,278 10,913,703
Deposits from customers 60,009 50,619
Accrued expenses 4,313,371 2,333,938
Deferred revenue 1,424,832 970,590
Accrued income taxes 593,097 565,513
Total current liabilities 30,443,015 21,902,368
Long-term liabilities
Loans payable to bank, net of current portion 3,165,954 4,206,468
Long-term capital lease, net of current portion 25,269 44,081
Notes payable, net of current portion 2,591,616 276,639
Mortgage payable, net of current portion 3,266,859 3,568,545
Other long-term liabilities 1,211,907 -
Deferred tax liabilities 1,194,272 2,051,847
Deferred Revenue - long-term 489,062 -
Total long-term liabilities 11,944,939 10,147,580
Total liabilities 42,387,954 32,049,948
Commitments and contingencies - -
Shareholders’ equity
Preferred stock , $0.001 par value, 10,000,000 shares authorized, Series 1, 3,000,000 shares authorized, 2,110,718 shares issued and outstanding as of June 30, 2019 and 1,914,168 shares issued and outstanding as of September 30, 2018 (liquidation value of $10 per share) 2,111 1,914
Series A, 1,000,000 shares authorized, issued and outstanding at June 30, 2019 and September 30, 2018 1,000 1,000
Common stock, $0.001 par value, 20,000,000 shares authorized, 2,594,239 shares issued and outstanding at June 30, 2019 and 1,621,719 shares issued and outstanding at September 30, 2018 2,594 1,622
Additional paid-in capital 36,897,611 31,496,671
Retained earnings (3,788,526 ) 4,262,756
Accumulated other comprehensive income/(loss) (1,681,985 ) (483,297 )
Total shareholders’ equity 31,432,805 35,280,666
Non-controlling interest of Vicon (458,534 ) -
Total liabilities, mezzanie equity and shareholders’ equity $ 73,362,225 $ 67,330,614
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, June 30,
2019 2018 2019 2018
Revenues
Advanced Technologies Revenue $ 6,528,484 $ 300,338 $ 13,924,097 $ 931,009
Electronics Manufacturing Revenue 11,003,706 11,216,531 33,130,143 41,874,472
Industrial Technology Revenue 4,919,860 7,647,445 16,289,851 29,154,029
Total revenues 22,452,050 19,164,314 63,344,091 71,959,510
Cost of revenues
Cost of Sales, Advanced Technologies 4,000,146 236,799 8,092,284 385,911
Cost of Sales, Electronics Manufacturing 6,533,490 6,522,074 19,550,338 25,935,969
Cost of Sales, Industrial Technology 3,346,838 5,142,026 10,685,379 20,342,393
Total cost of revenues 13,880,474 11,900,899 38,328,001 46,664,273
Gross profit 8,571,576 7,263,415 25,016,090 25,295,237
Operating expenses
General and administrative 8,749,545 6,248,113 28,941,719 23,041,623
Research and development 285,853 2,246,085 1,136,981 2,453,183
Total operating expenses 9,035,398 8,494,198 30,078,700 25,494,806
Operating income/(loss) (463,822 ) (1,230,783 ) (5,062,610 ) (199,569 )
Other income (expense)
Other Income (expense) 225,964 (197,880 ) 342,891 600,833
Interest Expense (2,387,408 ) (375,543 ) (3,185,942 ) (948,371 )
Total other income (expense) (2,161,444 ) (573,423 ) (2,843,051 ) (347,538 )
Net income (loss) before income taxes and equity interest (2,625,266 ) (1,804,206 ) (7,905,661 ) (547,107 )
Income tax (expense)/benefit 736,310 (182 ) 1,843,157 (101,819 )
Earnings/(loss) in equity interests - (778,823 ) (342,776 ) (778,823 )
Net income (loss) before non-controlling interest (1,888,956 ) (2,583,211 ) (6,405,280 ) (1,427,749 )
Less net income/(loss) noncontrolling interest of Vicon 36,662 - (319,493 )
Net income (loss) (1,925,618 ) (2,583,211 ) (6,085,787 ) (1,427,749 )
Preferred dividends paid 1,007,720 915,080 1,965,500 915,080
Net income/(loss) available to common shareholders (2,933,338 ) (3,498,291 ) (8,051,287 ) (2,342,829 )
Other comprehensive income/(loss)
Foreign currency translation gain/(loss) (169,928 ) (622,068 ) (1,198,688 ) (848,792 )
Comprehensive income/(loss) available to common shareholders $ (3,103,266 ) $ (4,120,359 ) $ (9,249,975 ) $ (3,191,621 )
Income/(loss) Per Common Share-Basic $ (1.59 ) $ (2.41 ) $ (3.86 ) $ (1.78 )
Income/(loss) Per Common Share-Diluted $ (1.59 ) $ (2.41 ) $ (3.86 ) $ (1.78 )
Weighted Average Number of Common Shares-Basic 1,844,895 1,449,517 2,087,195 1,317,793
Weighted Average Number of Common Shares-Diluted 1,844,895 1,449,517 2,087,195 1,317,793
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
4
Cemtrex, Inc. and Subsidiaries
Consolidated Statement of Stockholders’ Equity
(Unaudited)
Preferred Stock Series 1 Preferred Stock Series A Common Stock Par Retained Accumulated Non-
Par Value $0.001 Par Value $0.001 Value $0.01 Additional Earnings other controlling Total
Number of Number of Number of Paid-in (Accumulated Comprehensive
interest of
Stockholders’
Shares Amount Shares Amount Shares Amount Capital Deficit) Income(loss) Vicon Equity
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 ) (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 ) $ (781,871 ) $ 30,792,860
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 175,562 176 331,949 332,125
Reverse split rounding shares 3,338 3 3
Discount on Series B (deemed dividend) (130,190 ) (130,190 )
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 323,337 323,337
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 ) $ (458,534 ) $ 30,974,271
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
Cemtrex, Inc. and Subsidiaries
Consolidated Statement of Stockholders’ Equity (Continued)
(Unaudited)
Preferred Stock Series 1 Preferred Stock Series A Common Stock Par Retained Accumulated Non-
Par Value $0.001 Par Value $0.001 Value $0.01 Additional Earnings other controlling Total
Number of Number of Number of Paid-in
(Accumulated
Comprehensive
interest of Stockholders’
Shares Amount Shares Amount Shares Amount Capital Deficit) Income(loss) Vicon Equity
Balance at September 30, 2017 1,822,660 $ 1,823 1,000,000 $ 1,000 1,300,555 $ 1,301 $ 24,703,428 $ 14,418,245 $ (133,492 ) $ - $ 38,992,305
Foreign currency translations - - - - - - - - 631,045 - 631,045
Stock issued for convertible debt - - - - 12,353 12 219,988 - - - 220,000
Stock issued for interest on convertible debt - - - - 6,283 6 109,138 - - - 109,144
Net Income - - - - - - - 731,991 - - 731,991
Balance at Decemder 31, 2017 1,822,660 $ 1,823 1,000,000 $ 1,000 1,319,191 $ 1,319 $ 25,032,554 $ 15,150,236 $ 497,553 $ - $ 40,684,485
Foreign currency translations - - - - - - - - (857,769 ) - (857,769 )
Stock issued for investment in Vicon - - - - 126,579 127 2,913,803 - - - 2,913,930
Net Income - - - - - - - 423,471 - - 423,471
Balance at March 31, 2018 1,822,660 $ 1,823 1,000,000 $ 1,000 1,445,770 $ 1,446 $ 27,946,357 $ 15,573,707 $ (360,216 ) $ - $ 43,164,117
Foreign currency translations (622,068 ) - (622,068 )
Stock issued to pay notes payable 13,745 14 224,966 - 224,980
Dividends paid in Series 1 preferred shares 91,508 91 914,989 (915,080 ) - -
Net Income (2,583,211 ) - (2,583,211 )
Balance at June 30, 2018 1,914,168 $ 1,914 1,000,000 $ 1,000 1,459,515 $ 1,460 $ 29,086,312 $ 12,075,416 $ (982,284 ) $ - $ 40,183,818
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,
2019 2018
Cash Flows from Operating Activities
Consolidated net income/(loss) $ (6,405,280 ) $ (1,427,749 )
Adjustments to reconcile net income/(loss) to net cash provided by operating activities:
Depreciation and amortization 4,271,421 2,583,645
Loss on sale/disposal of property and equipment 465,029 -
Change in allowance for inventory obsolescence - 599,847
Change in allowance for doubtful accounts - 1,197
Share-based compensation 108,324 -
Interest expense paid in equity shares 1,253,516 -
Interest expense on convertible debt - 109,144
Loss on equity interests - 778,823
Changes in operating assets and liabilities net of effects from acquisition of subsidiaries:
Accounts receivable 1,949,261 3,749,753
Accounts receivable - related party (100,904 ) -
Inventory 707,631 5,189,736
Prepaid expenses and other current asstets 46,030 (2,125,768 )
Other assets (1,135,190 ) 211,520
Other Liabilities 354,332 173,187
Accounts payable (853,030 ) (242,695 )
Account Payables - RP 155,600 -
Deposits from customers 9,390 (1,063,437 )
Accrued expenses 1,956,989 (852,071 )
Deferred Revenue 109,493 -
Net cash provided by operating activities 2,892,612 7,685,132
Cash Flows from Investing Activities
Purchase of property and equipment (1,659,480 ) (12,845,859 )
Refund on fixed assets 14,000 -
Net cash used by investing activities (1,645,480 ) (12,845,859 )
Cash Flows from Financing Activities
Proceeds from notes payable 1,100,000 4,025,000
Payments on notes payable (264,560 ) (302,419 )
Proceeds from related party notes - -
Payments on related party notes - (1,244,464 )
Payments on bank loans (1,531,629 ) -
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 (3,096,042 )
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 122,918 -
Payments on caplital lease obligations (18,812 ) -
Net cash provided/(used) by financing activities 81,739 (617,925 )
Effect of currency translation (1,198,688 ) -
Net increase (decrease) in cash 1,328,871 (5,778,652 )
Cash beginning of period 2,315,935 11,974,752
Cash end of period $ 2,446,118 $ 6,196,100
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for interest $ 715,722 $ 259,317
Cash paid during the period for income taxes $ 162,871 $ 852,071
Supplemental Schedule of Non-Cash Investing and Financing Activities
Investment in Vicon Technologies $ 300,000 $ 2,913,930
Payment of convertible notes in common stock $ - $ 220,000
Payment of interest on convertible notes in common stock $ 1,253,516 $ 109,144
Payment of short-term notes payable in common stock $ 1,790,649 $ 225,000
Dividends paid in equity shares $ 1,965,500 $ 915,080
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 growth from a small environmental monitoring instruments company into a world leading multi-industry technology company. The Company drives innovation in a wide range of sectors, including smart technology, virtual and augmented realities, advanced electronic systems, 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.
Advanced Technologies (AT)
Cemtrex’s Advanced Technologies segment delivers cutting-edge technologies in the IoT, Wearables and Smart Devices, such as the SmartDesk. Through the Company’s advanced engineering and product design, they deliver 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. Through its Cemtrex VR division, the Company is developing a wide variety of applications for virtual and augmented reality markets.
Cemtrex has developed a cutting edge IoT product, the SmartDesk, over the last eighteen months to revolutionize the desktop PC market. The SmartDesk is custom engineered and manufactured by Cemtrex with over eighteen patents pending around the product. SmartDesk combines and reimagines the needs of the modern office workstation in a sleek, clutter-free design. The product includes 72 inches of touch display monitors, proprietary patent-pending touch and gesture control, digital phone and webcam, integrated document scanner, wireless smartphone charging, and a built-in keyboard / trackpad with an electric-powered, adjustable-height desk.
The Company is marketing this product to both consumers and enterprises alike. The Company currently markets this product directly to consumers but is also bringing on value added resellers (VARs) to reach enterprise customers. Cemtrex has received pre-orders from large Fortune 500 organizations like Black & Decker and United airlines. The Company will start fulfilling most SmartDesk orders in its fiscal second quarter. The Company also offers white glove installation, extended warranties, and accessories to go along with the SmartDesk.
Electronics Manufacturing (EM)
Cemtrex’s Electronics Manufacturing (EM) segment provides end to end electronic manufacturing services, which includes product design and sustaining engineering services, printed circuit board assembly and production, cabling and wire harnessing, systems integration, comprehensive testing services and completely assembled electronic products.
Cemtrex works with industry leading OEMs in their outsourcing of advanced manufacturing services by forming a long-term relationship as an electronics manufacturing partner. We work in close relationships with our customers throughout the entire electronic lifecycle of a product, from design, manufacturing, and distribution. The Company seeks to grow the business through the addition of new, high quality customers, the expansion of its share of business with existing customers and participating in the growth of existing customers.
Using its manufacturing capabilities, the Company provides customers with advanced product assembly and system level integration combined with test services to meet the highest standards of quality. Through its agile manufacturing environment, we can deliver low and medium volume and mix services to our clients. Additionally, we design, develop, and manufacture various interconnects and cable assemblies that often are sold in conjunction with its PCBAs to enhance value for their customers. The Company also provides engineering services from new product introductions and prototyping, related testing equipment, to product redesigns.
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Industrial Technology (IT)
Cemtrex’s Industrial Technology (IT) segment, offers single-source expertise and services for rigging, millwrighting, in plant maintenance, equipment erection, relocation, and disassembly to diversified customers.
The Company believes its ability to attract and retain new customers comes from their ongoing commitment to understanding its customers’ business performance requirements and our expertise in meeting or exceeding these requirements and enhancing their competitive edge. We work closely with our customers from an operational and senior executive level to achieve a deep understanding of our customer’s goals, challenges, strategies, operations, and products to ultimately build a long-lasting successful relationship.
Recent Developments
The Company continues to experience weakness in new orders in its environmental instruments and control products markets both domestically and internationally. Revenues in that segment continue to be down as fewer number of projects are being decided and awarded due to relaxation of numerous environmental regulations under the current administration. Company has shifted its focus into smart devices and virtual reality applications, and its Electronics Manufacturing business, and hence the Company will continue to reduce its presence in the environmental instruments and control products markets in the coming year.
Reverse Stock Split
On May 28, 2019, the Company filed the Charter Amendment with the Delaware Secretary of State to effect a 1-for-8 reverse split of the outstanding shares of the Company’s common stock (the “Reverse Stock Split”). As a result, every eight outstanding shares of the Company’s common stock combined automatically into one share of common stock. Each stockholder’s percentage ownership in the Company and proportional voting power remains unchanged after the Reverse Stock Split, except for minor changes and adjustments resulting from the treatment of fractional shares.
On June 13, 2019, the Reverse Stock Split became effective and that trading in its common stock on the NASDAQ Capital Markets Exchange on a split-adjusted basis began on the morning of June 13, 2019. All share amounts and per share amounts have been adjusted to reflect the reverse stock split in the prior periods presented.
Vicon Industries, Inc.
On March 23, 2018, in a private resale transaction, Cemtrex purchased 7,284,824 shares of common stock and a warrant to purchase an additional 1,500,000 shares of common stock of Vicon Industries, Inc. (OTCMKTS: VCON), (“Vicon”), from former Vicon shareholder NIL Funding Corporation, pursuant to the terms of a Securities Purchase Agreement. Cemtrex’s purchase of the Vicon Industries common stock and warrant resulted in its beneficial ownership of approximately 46% of the outstanding shares of common stock of Vicon. Cemtrex purchased the shares of common stock and warrant of Vicon Industries in exchange for 1,012,625 shares of Cemtrex common stock. Following the closing of the transaction, Saagar Govil, Cemtrex’s Chairman and Chief Executive Officer, and Aron Govil, Cemtrex’s Executive Director, joined the Vicon Industries Board of Directors and Saagar Govil assumed the position of Chief Executive Officer of Vicon Industries. Following the resignation of all other Board members by January 2019, the Company had elected to account for Vicon using the consolidation method. On May 13, 2019, the Company acquired 15,000,000 shares of Vicon common stock in exchange for $300,000 in consideration. The Company now owns approximately 70% of Vicon’s outstanding shares of common stock. The company accounts for Vicon using the consolidation method of accounting.
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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, 2018 (“2018 Annual Report”) of Cemtrex Inc. (“Cemtrex” or the “Company”).
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 (Griffin Filters LLC, MIP Cemtrex Inc., Cemtrex Advanced Technologies Inc., Cemtrex Ltd., Cemtrex Technologies Pvt. Ltd., ROB Cemtrex GmbH, ROB Systems Srl, ROB Cemtrex Assets UG, ROB Cemtrex Logistics GmbH, and Advanced Industrial Services, Inc. and 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, 2018, includes a summary of the significant accounting policies used in the preparation of the consolidated financial statements.
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Recently Adopted Accounting Pronouncements
Adoption of ASC 606
Effective October 1, 2018, the Company adopted ASC 606 using the modified retrospective approach for all of its contracts. Following the adoption of ASC 606, the Company continues to recognize revenue at a point-in-time when control of goods transfers to the customer. This is consistent with the Company’s previous revenue recognition accounting policy under which the Company recognized revenue when title and risk of loss pass to the customer and collectability was reasonably assured. ASC 606 did not impact the Company’s presentation of revenue on a gross or net basis. The Company recognizes contract revenue from the sales of services for rigging, millwrighting, in plant maintenance, equipment erection, relocation, and disassembly. In addition, there was no impact of adoption on the statement of operations or balance sheet as of June 30, 2018 or for the nine months then ended. The Company expects the impact of adopting the new revenue standard to be immaterial to net income on an ongoing basis.
Revenue Recognition
The Company recognizes revenue from sales of services for rigging, millwrighting, in plant maintenance, equipment erection, relocation, and disassembly at the point in time when the performance obligations in the contract are met, which is when the customer obtains control of such products and typically occurs upon delivery depending on the terms of the underlying contracts. Revenue is measured as the amount of consideration expected to be received in exchange for transferring goods or providing services. In some instances, the Company enters into contracts with customers that contain multiple performance obligations to deliver volumes of co-products over a contractual period of less than 12 months. The Company allocates the transaction price to each performance obligation identified in the contract based on relative standalone selling prices and recognizes the related revenue as control of each individual product is transferred to the customer in satisfaction of the corresponding performance obligation.
Recently Issued Accounting Standards
In February 2016, The FASB issued 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 are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The Company will adopt this standard starting October 1, 2019. The Company does not believe adoption will have a material effect on its financial position.
Reclassifications
Certain reclassifications have been made to prior period amounts to conform to the current period presentation.
NOTE 3 – LOSS PER COMMON SHARE
Basic income/(loss) per common share is computed as income/(loss) applicable to common stockholders divided by the weighted-average number of common shares outstanding for the period. Diluted income/(loss) per common share reflects the potential dilution that could occur if securities or other contracts to issue common shares were exercised or converted to common stock.
The following table represents common stock equivalents that were excluded from the computation of diluted loss per share for the three and nine months ended June 30, 2019 and 2018, because the effect of their inclusion would be anti-dilutive.
For the three and nine months ended
June 30,
(unaudited)
2019 2018
Options 79,111 79,687
Warrants 433,965 433,965
513,076 513,652
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NOTE 4 – SEGMENT INFORMATION
The Company reports and evaluates financial information for three segments: Advanced Technologies (AT) segment, the Electronics Manufacturing (EM) segment and the Industrial Technology (IT) 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 EM segment provides end to end electronic manufacturing services, which includes product design and sustaining engineering services, printed circuit board assembly and production, cabling and wire harnessing, systems integration, comprehensive testing services and completely assembled electronic products. This segment also sells software development services for mobile, web, virtual reality, and PC applications. The IT segment offers single-source expertise and services for rigging, millwrighting, in plant maintenance, equipment erection, relocation, and disassembly to diversified customers in USA. The segment also sells a complete line of air filtration and environmental control instruments & products to a wide variety of customers in industries such as: chemical, cement, steel, food, construction, mining, & petrochemical worldwide.
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The following tables summarize the Company’s segment information:
For the three months ended For the nine months ended
June 30, June 30,
2019 2018 2019 2018
Revenues from external customers
Advanced Technologies 6,528,484 300,338 $ 13,924,097 $ 931,009
Electronics Manufacturing 11,003,706 11,216,531 33,130,143 41,874,472
Industrial Technology 4,919,860 7,647,445 16,289,851 29,154,029
Total revenues 22,452,050 19,164,314 $ 63,344,091 $ 71,959,510
Gross profit
Advanced Technologies 2,528,338 63,539 $ 5,831,813 $ 545,098
Electronics Manufacturing 4,470,216 4,694,457 13,579,805 15,938,503
Industrial Technology 1,573,022 2,505,419 5,604,472 8,811,636
Total gross profit 8,571,576 7,263,415 $ 25,016,090 $ 25,295,237
Operating (loss) income
Advanced Technologies (391,053 ) (1,344,211 ) $ (4,058,782 ) $ (1,154,348 )
Electronics Manufacturing 91,175 370,696 (69,703 ) 644,845
Industrial Technology (163,944 ) (257,268 ) (934,125 ) 309,934
Total operating (loss) income (463,822 ) (1,230,783 ) $ (5,062,610 ) $ (199,569 )
Other income (expense)
Advanced Technologies (351,466 ) 18 $ (545,851 ) $ 8,061
Electronics Manufacturing 11,983 (310,296 ) (33,989 ) (39,127 )
Industrial Technology (1,821,961 ) (263,145 ) (2,263,211 ) (316,472 )
Total other income (expense) (2,161,444 ) (573,423 ) $ (2,843,051 ) $ (347,538 )
Depreciation and Amortization
Advanced Technologies 245,248 - $ 1,112,240 $ -
Electronics Manufacturing 705,611 425,904 1,529,309 1,300,828
Industrial Technology 548,200 473,029 1,492,414 1,282,817
Total depreciation and amortization 1,499,059 898,933 $ 4,133,963 $ 2,583,645
NOTE 5 – FAIR VALUE MEASUREMENTS
The Company complies with the provisions of ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”). Under ASC 820, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date.
The Company had no assets reportable under ASC 820 at June 30, 2019 and 2018.
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 $873,293 as of June 30, 2019. 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 $110,858 as of June 30, 2019 and $104,987 at September 30, 2018.
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NOTE 7 – ACCOUNTS RECEIVABLE, NET
Trade receivables, net consist of the following:
June 30, September 30,
2019 2018
Accounts receivable $ 16,426,107 $ 14,244,363
Allowance for doubtful accounts (298,708 ) (298,708 )
$ 16,127,399 $ 13,945,655
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,
2019 2018
Raw materials $ 9,135,022 $ 8,654,497
Work in progress 1,952,284 1,412,828
Finished goods 5,629,301 2,298,081
16,716,607 12,365,406
Less: Allowance for inventory obsolescence (985,479 ) (1,010,948 )
Inventory –net of allowance for inventory obsolescence $ 15,731,128 $ 11,354,458
NOTE 9 – PROPERTY AND EQUIPMENT
Property and equipment are summarized as follows:
June 30, September 30,
2019 2018
Land $ 1,241,720 $ 1,063,715
Building 5,192,036 5,321,926
Furniture and office equipment 2,655,049 2,685,315
Computers and software 7,119,285 6,762,046
Trade show display 89,330 -
Machinery and equipment 28,344,259 22,102,390
44,641,679 37,935,392
Less: Accumulated depreciation (20,233,031 ) (10,634,738 )
Property and equipment, net $ 24,408,648 $ 27,300,654
Depreciation expense for the three and nine months ended June 30, 2019 and 2018 were $1,636,517 and $861,815 and $4,248,075 and $2,583,465, respectively.
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NOTE 10 – PREPAID AND OTHER CURRENT ASSETS
On June 30, 2019, the Company had prepaid and other current assets consisting of prepayments on inventory purchases of $935,782, other current assets of $1,553,690 and other receivables of $1,991,354. On September 30, 2018, the Company had prepaid and other current assets consisting of prepayments on inventory purchases of $1,026,441, other current assets of $1,115,201 and other receivables of $1,991,354.
NOTE 11 - OTHER ASSETS
As of June 30, 2019, the Company had other assets of $4,584,547 which was comprised of rent security of $74,125, deferred tax assets of $3,361,529, and other assets of $1,148,893. As of September 30, 2018, the Company had other assets of $3,093,607 which was comprised of rent security of $126,078, and deferred tax assets of $2,967,529.
NOTE 12 – SHORT-TERM LIABILITES
The Company’s subsidiaries have revolving lines of credit with various banks in order to fund operations. As of June 30, 2019, the balance of these accounts were $2,762,460.
On February 12, 2018 the Company’s subsidiary ROB Cemtrex GmbH obtained a $3,680,079 (€3,000,000 based on the exchange rate at the time) secured loan with Deutsche Bank. This loan carries interest of EURIBOR (Euro Interbank Offer Rate) plus 1.25% per annum (1.033% as of June 30, 2018) and is payable on January 1, 2020. ROB Cemtrex GmbH has pledged its receivables to secure this loan. As of June 30, 2019, the loan had a balance of $3,293,156, based on the exchange rate at the time.
On May 11, 2018, the Company issued a note payable to an unrelated third party, for $1,725,000. This note carries interest of 8% and is due after 18 months. During the nine months ended June 30, 2019, 205,039 shares of the Company’s common stock have been issued to satisfy $373,763 of this note. As of June 30, 2019, $1,553,994 of this note remains outstanding including $202,757 in accrued interest and fees. Subsequent to June 30, 2019 $745,352 of this loan was paid with the Company’s Common Stock and reclassified as long-term.
On September 21, 2018, the Company’s subsidiary, Vicon, entered into a $5,600,000 Term Loan Agreement with NIL Funding Corporation. This note carries interest of 8.95% and has a maturity date of March 30, 2020. As of June 30, 2019, $5,500,000 of this note remains outstanding.
As of June 30, 2019, there were $1,644,020 in current portion of long-term liabilities.
NOTE 13 – RELATED PARTY TRANSACTIONS
As of December 31, 2018, the Company has completed the move of its corporate headquarters New York City. Prior to December 31, 2018, the Company leased its principal office at Farmingdale, New York, 8,000 square feet of office and warehouse/assembly space on a month to month lease in a building owned by an officer of the Company, at a monthly rental of $10,000. For the three months ended June 30, 2019 and 2018 rent expense under this lease was $0 and $30,000, respectively. For the nine months ended June 30, 2019 and 2018 rent expense under this lease was $30,000 and $90,000, respectively.
As of June 30, 2019, and September 30, 2019, the Company had receivables from a related company owned by an officer of the Company of $266,124 and $165,220, respectively and payables of $155,600 and $0, respectively.
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NOTE 14 – LONG-TERM LIABILITIES
Loans payable to bank
On October 31, 2013, the Company acquired a loan from Sparkasse Bank of Germany in the amount of $4,006,500 (€3,000,000, based upon exchange rate on October 31, 2013) in order to fund the purchase of ROB Cemtrex GmbH. $2,799,411 of the proceeds went to direct purchase of ROB Cemtrex GmbH and $1,207,089 funded beginning operations. This loan carries interest of 4.95% per annum and is payable on October 30, 2021. As of June 30, 2019, the loan had a balance of $1,139,355, based on the exchange rate at June 30, 2019, with $472,352 classified as short-term.
On December15, 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 (4.45% as of June 30, 2019) and is payable on December 15, 2022. As of June 30, 2019, the loan had a balance of $2,792,590 with $610,882 classified as short-term.
On December15, 2015, the Company acquired a loan from Fulton Bank in the amount of $620,000 in order to fund the operations of Advanced Industrial Services, Inc. This loan carries interest of LIBOR (4.20% as of June 30, 2019) plus 2.00% per annum and is payable on December 15, 2020. As of June 30, 2019, the loan had a balance of $198,857 with $128,754 classified as short-term.
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 (4.20% as of June 30, 2019) and is payable on May 1, 2023. As of June 30, 2019, the loan had a balance of $324,924 with $77,784 classified as short-term.
Mortgage payable
On March 1, 2014, the Company completed the purchase of the building that ROB Cemtrex GmbH occupies in Neulingen, Germany. The purchase was fully financed through Sparkasse Bank of Germany for $5,500,400 (€4,000,000 based upon the exchange rate on March 1, 2014). This mortgage carries interest of 3.00% and is payable over 17 years. As of June 30, 2019, the loan had a balance of $3,505,905, based on the exchange rate at June 30, 2019, with $239,046 classified as short-term.
Notes payable
Upon acquisition of AIS, the Company assumed a promissory note related to the purchase of shares from a former shareholder in 2011. The note requires ten annual payments of principal plus interest at treasury bill rates. The note matures in 2022. As of June 30, 2019, the note had a balance of $126,939 with $92,484 classified as short-term.
On November 15, 2017, the Company issued a note payable to an unrelated third party, for $2,300,000. This note carries interest of 8% and is due after 18 months. At September 30, 2018 1,475,000 of this note was outstanding with $225,000 classified as long-term. During the nine months ended June 30, 2019, 498,452 shares of the Company’s common stock have been issued to satisfy $1,450,000 of this note. As of June 30, 2019, $278,282 of this note remains outstanding including $253,282 in accrued interest and fees. Subsequent to June 30, 2019 the balance of this loan was paid with the Company’s Common stock and reclassified as long-term.
On June 17, 2019, the Company issued a note payable to an unrelated third party, for $1,528,000. This note carries interest of 10% and is due after 18 months. As of June 30, 2019, $1,533,527 of this note remains outstanding including $5,527 in accrued interest.
Subsequent to June 30, 2019 $745,352 of a short-term note was paid with the Company’s Common Stock and reclassified as long-term.
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 December 31, 2018, and September 30, 2018, there were 3,110,718 and 2,914,168 shares issued and outstanding, respectively.
Series 1 Preferred Stock
For the nine months ended June 30, 2019, 196,550 shares of Series 1 Preferred Stock were issued to pay $1,965,500 worth of dividends to holders of Series 1 Preferred Stock.
As of June 30, 2019, and September 30, 2018, there were 2,110,718 and 1,914,168 shares of Series 1 Preferred Stock issued and outstanding, respectively.
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Series A Preferred stock
During the nine-month periods ended June 30, 2019 and 2018, the Company did not issue any Series A Preferred Stock.
As of June 30, 2019, and September 30, 2018, there were 1,000,000 shares of Series A Preferred Stock issued and outstanding.
Series B Preferred Stock
On March 22, 2019, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an unaffiliated institutional investor (the “Investor”), pursuant to which the Company agreed to issue to the Investor 2,500 shares of common stock, a warrant to purchase 25,000 shares of common stock and 2,100 shares of Series B Preferred Stock, stated value $500 per share. The Series B Preferred Stock has a maturity date of one year from the issuance date and the Company has agreed to pay dividends on the outstanding shares of Series B Preferred at the rate equal to 7.5% per annum (increasing by 10% upon the occurrence of each trigger (or default) event). Dividends are payable on the date the shares of Series B Preferred are converted or on maturity. The dividends must be paid in cash or, in certain circumstances, may be paid in shares of Common Stock. As of June 30, 2019, 1,050 shares of Series B Preferred Stock, 2,500 shares of Common Stock, and a Series B warrant to purchase 25,000 shares of common stock were issued for gross proceeds of $500,000. After deducting offering expenses of $25,000 the Company received $475,000 in net proceeds. During the three months ended June 30, 2019, the Company issued 1,384,485 (175,562 as adjusted for the reverse stock split) shares of common stock to convert 700 shares of Series B Preferred Stock and recognized $130,190 on the amortized deemed dividend.
On June 10, 2019, the Company settled its litigation with the Investor to cancel all outstanding Series B Preferred Stock and Series B Warrants for the sum of $1,000,000, As of June 30, 2019, no shares of Series B Preferred Stock are issued or outstanding. The sum of $666,667 has been recognized as other loss and associated legal costs have been expensed in this quarter.
Common Stock
The Company is authorized to issue 20,000,000 shares of common stock, $0.001 par value. As of June 30, 2019, there were 2,594,239 shares issued and outstanding and at September 30, 2018, there were 1,621,719 shares issued and outstanding.
During the nine months ended June 30, 2019, 703,494 shares of the Company’s common stock have been issued to satisfy $1,823,673 of a short-term note payable and interest, 25,126 shares were issued in a Subscription Rights Offering (See below), 27,953 shares were issued and held in trust and 34,547 were issued upon sale in an At-the-Market Offering Agreement(See below), and 2,500 were issued in a Securities Purchase Agreement (See above), 175,562 were issued upon the conversion of Series B Preferred Stock(see above), and 3,338 shares were issued to found up partial shares in the reverse stock split (see Note 1).
Subscription Rights Offering
On November 26, 2018, Cemtrex, Inc. (the “Company”) commenced a rights offering to its stockholders (“Rights Offering”). Pursuant to the Rights Offering, the Company has distributed, at no charge to holders of record of the Company’s common stock and series 1 warrants as of November 19, 2018 (the “Record Date”), non-transferable subscription rights to purchase up to an aggregate of $2,700,000 worth of shares of common stock, at a purchase price equal to the lesser of (i) $1.06 per share (in which case 2,547,170 shares may be sold), or (ii) 95% of the volume weighted average price of the Company’s common stock for the five trading day period through and including December 19, 2018, which is the initial expiration date of the Rights Offering, all as set forth in the Prospectus Supplement filed on November 21, 2018 with the Securities and Exchange Commission (the “Prospectus Supplement”). On December 19, 2018 the price was set at $0.75 per share and the expiration date was extended to December 21, 2018. Each stockholder of record on the Record Date received one right for each one share of common stock held by the stockholder, and each series 1 warrant holder of record on the Record Date received one right for every ten shares for which their warrant is exercisable. Each right entitles the holder to purchase one share of the Company’s common stock, subject to proration. In connection with the Rights Offering, the Company entered into a Dealer-Manager Agreement (the “Agreement”) with Advisory Group Equity Services, Ltd. Doing business as RHK Capital (“RHK”). As of June 30, 2019, 201,002 (25,126, as adjusted for the reverse stock split) shares of common stock were issued for gross proceeds of $150,721. After deducting offering expenses of $12,027 the Company received $138,694 in net proceeds.
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At-the-Market Offering Agreement
On January 28, 2019,the “Company entered into an At-the-Market Offering Agreement (the “Agreement”) with Advisory Group Equity Services, Ltd. Doing business as RHK Capital (the “Manager”), pursuant to which the Manager will act as the Company’s sales agent with respect to the issuance and sale of up to $2,000,000 of the Company’s shares of common stock, par value $0.001 per share (the “Shares”), from time to time in an at-the-market public offering (the “Offering”).
Sales of the Shares, through the Manager, will be made directly on The NASDAQ Capital Market, on any other existing trading market for our common stock or to or through a market maker. The Manager may also sell the Shares in privately negotiated transactions, provided that the Manager receives our prior written approval for any sales in privately negotiated transactions. The Company will pay the Manager a commission equal to 3.0% of the gross proceeds from the sale of the Shares pursuant to the Sales Agreement. As of June 30, 2019, 223,628 (27,953 as adjusted for the reverse stock split) shares of common stock were issued and are held in trust. During the nine months ended June 30, 2019, 276,372 (34,547 as adjusted for the reverse stock split) were issued for gross proceeds of $209,974. After deducting offering expenses of $6,296 the Company received $203,679 in net proceeds.
NOTE 16 – SHARE-BASED COMPENSATION
For the three months ended June 30, 2019 and 2018, the Company recognized $39,983 and zero of share-based compensation expense on its outstanding options, respectively. For the nine months ended June 30, 2019 and 2018, the Company recognized $112,200 and zero of share-based compensation expense on its outstanding options, respectively. As of June 30, 2018, $76,375 of unrecognized share-based compensation expense is expected to be recognized over a period of two years. Future compensation amounts will be adjusted for any change in estimated forfeitures.
NOTE 17 – COMMITMENTS AND CONTINGENCIES
The Company has moved its corporate activities to New York City with a lease of 1,000 square feet of office space at a rate of $13,000 per month that expires June 30, 2020.
The Company’s IT segment leases (i) approx. 5,000 square feet of office and warehouse space in Liverpool, New York from a third party on a month to month lease at a monthly rent of $2,200, (ii) approximately 25,000 square feet of warehouse space in Manchester, PA from a third party in a seven year lease at a monthly rent of $7,300 expiring on December 13, 2022, (iii) approximately 43,000 square feet of office and warehouse space in York, PA from a third party in a seven year lease at a monthly rent of $21,825 expiring on December 13, 2022, (iv) approximately 15,500 square feet of warehouse space in Emigsville, PA from a third party in a one year lease at a monthly rent of $4,555 expiring on August 31, 2019.
The Company’s EM segment owns a 70,000 square-foot manufacturing building in Neulingen. The EM segment also leases (i) a 10,000 square foot manufacturing facility in Sibiu, Romania from a third party in a ten-year lease at a monthly rent of $9,363 (€8,000) expiring on May 31, 2029.
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 eighteen-month lease at a monthly rent of $6,265 (INR454,365) expiring on September 6, 2019, (ii) approximately 27,000 square feet of office and warehouse space in Hauppauge, New York from a third party in a five-year lease at a monthly rent of $25,480 expiring on April 30, 2020, (iii) approximately 9,400 square feet of office and warehouse space in Southampton, England in a fifteen-year lease with at a monthly rent of $87,745 (£69,250) which expires on March 24, 2031 and contains provisions to terminate in 2021 and 2026.
NOTE 19 - 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.
On July 1, 2019, the Company entered into a Securities Purchase Agreement relating to the public offering of 224,215 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 $2.23 per share. After offering expenses and a 5% commission paid to the Company’s placement agent, the Company received net proceeds of approximately $467,500 from the Offering.
In July and August of 2019, the Company issued 548,655 shares of Common Stock to satisfy $1,023,634 worth of notes payable and accrued interest.
On August 15, 2019 the Company closed on the sale of its subsidiaries ROB Cemtrex GmbH, ROB Systems Srl, ROB Cemtrex Assets UG, ROB Cemtrex Logistics GmbH for €6,367,199.
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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. 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 from a small environmental monitoring instruments company into a world leading multi-industry technology company that provides a wide array of solutions to meet today’s consumer, commercial, and industrial challenges. Cemtrex manufactures advanced custom engineered electronics, including SmartDesk, extensive industrial services, integrated hardware and software solutions, proprietary IoT and wearable devices, and systems for controlling particulates and other regulated pollutants. Unless the context requires otherwise, all references to “we”, “our”, “us”, “Company”, “registrant”, “Cemtrex” or “management” refer to Cemtrex, Inc. and its subsidiaries.
Advanced Technologies (AT)
Cemtrex’s Advanced Technologies segment delivers cutting-edge technologies in the IoT, Wearables and Smart Devices, such as SmartDesk. Through our advanced engineering and product design, we deliver 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. Through its Cemtrex VR division, the Company is developing a wide variety of applications for virtual and augmented reality markets.
Electronics Manufacturing (EM)
Cemtrex’s Electronics Manufacturing (EM) segment, provides end to end electronic manufacturing services, which includes product design and sustaining engineering services, printed circuit board assembly and production, cabling and wire harnessing, systems integration, comprehensive testing services and completely assembled electronic products.
Industrial Technology (IT)
Cemtrex’s Industrial Technology (IT) segment, offers single-source expertise and services for rigging, millwrighting, in plant maintenance, equipment erection, relocation, and disassembly to diversified customers in USA. The segment also sells a complete line of air filtration and environmental instruments and control products to a wide variety of customers in industries such as: chemical, cement, steel, food, construction, mining, & petrochemical worldwide.
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.
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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, 2018.
Results of Operations - For the three months ending June 30, 2019 and 2018
Total revenue for the three months ended June 30, 2019 and 2018 was $22,452,050 and $19,164,314, respectively, an increase of $3,287,736, or 17%. Net income available to common shareholders for the three months ended June 30, 2019 and 2018 was a loss of $2,933,338 and a loss of $3,498,291, respectively, a decrease in the loss of $564,953, or 16%. Total revenue in the third quarter increased, as compared to total revenue in the same period last year, mainly due to revenues in the Advanced Technologies Segment, which had an increase in revenues of $6,228,146 compared to the same period last year, a small decrease in revenues in the Electronics Manufacturing segment, and lower sales in the Industrial Technology segment due to the softening demand for environmental products. Net loss available to common shareholders decreased due to decreased personnel and research and development expenses in the Advanced Technologies segment offset by the consolidation of the variable interest entity, Vicon Industries, Inc., higher interest and other expenses due to one-time expenses related to the Company’s notes payable and settlement of litigation regarding the Series B Preferred Stock, and lower revenues in the Industrial Technology segment in response the decline in demand for environmental products.
Revenues
Our Advanced Technologies segment revenues for the three months ended June 30, 2019, increased by $6,228,146 or 2,074% to $6,528,484 from $300,338 for the three months ended June 30, 2018. This is a new segment for the Company, and we anticipate revenues to grow with development and investment in this division.
Our Electronics Manufacturing segment revenues for the three months ended June 30, 2019, decreased by $212,825 or 2% to $11,003,706 from $11,216,531 for the three months ended June 30, 2018. The primary reason for decreased sales in US dollars are changes in the average exchange rates between the EURO and US Dollar during the respective periods.
Our Industrial Technology segment revenues for the three months ended June 30, 2019, decreased by $2,727,585 or 36%, to $4,919,860 from $7,647,445 for the three months ended June 30, 2018. The decrease was primarily due to decreased demand for environmental products globally and as result of relaxation of environmental regulations by the current administration.
Gross Profit
Gross Profit for the three months ended June 30, 2019 was $8,571,576 or 38% of revenues as compared to gross profit of $7,263,415 or 38% of revenues for the three months ended June 30, 2018. Gross profit as a percentage of revenues in the three months ended June 30, 2019 was the same compared to the three months ended June 30, 2018 as the Company works to achieve economies of scale, lower expenses, and shift to products and services with higher 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 three months ended June 30, 2019 increased $2,501,432 or 40% to $8,749,545 from $6,248,113 for the three months ended June 30, 2018. General and administrative expenses as a percentage of revenue was 39% and 33% of revenues for the three-month periods ended June 30, 2019 and 2018. The dollar for dollar and percentage increases in operating expenses was due to increased expenses in sales and marketing for the SmartDesk and VR applications in the Advanced Technologies segment as well as the consolidation of Vicon Industries, Inc..
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Research and Development Expenses
Research and Development expenses for the three months ended June 30, 2019 was $285,853 compared to $2,246,085 for the three months ended June 30, 2018. Research and Development expenses are primarily related to the Advanced Technologies Segment’s development of proprietary software and further developments of the SmartDesk.
Other Income/(Expense)
Other income/(expense) for the third quarter of fiscal 2019 was $(2,161,444) as compared to $(573,423) for the third quarter of fiscal 2018. Other income/(Expense) for the three months ended June 30, 2019 was primarily due to interest expense related to discounts on the stock issued to pay the Company’s interest-bearing payables and a one-time expense related to the litigation settlement regarding the Series B Preferred Stock.
Provision for Income Taxes
During the third quarter of fiscal 2019 we recorded an income tax benefit of $736,310 compared to a provision of $182 for the third quarter of fiscal 2018. 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 income/loss available to common shareholders
The Company had a comprehensive loss available to common shareholders of $3,102,266 or 14% of revenues, for the three-month period ended June 30, 2019 as compared to a comprehensive loss available to common shareholders of $4,120,359 or 22% of revenues, for the three months ended June 30, 2018. Comprehensive loss available to common shareholders in the third quarter decreased, as compared to comprehensive loss available to common shareholders in the same period last year, due the higher revenues in the Advanced Technologies segment.
Results of Operations - For the nine months ending June 2019 and 2018
Total revenue for the nine months ended June 30, 2019 and 2018 was $63,344,091 and $71,959,510, respectively, a decrease of $8,615,419, or 12%. Net income available to common shareholders for the nine months ended June 30, 2019 and 2018 was a loss of $8,051,287 and $2,342,829, respectively, an increase of the loss of $5,708,458, or 244%. Total revenue in the first three quarters decreased, as compared to total revenue in the same period last year, due to decreased revenues in the Electronics Manufacturing segment, and lower sales in the Industrial Technology segment due to the softening demand for environmental products offset by revenues in the Advanced Technologies Segment, which had an increase in revenues of $12,993,088 as compared to the same period last year. Net income available to common shareholders decreased due to increased expenses in sales and marketing for the SmartDesk and VR applications in the Advanced Technologies segment as well as the consolidation of the variable interest entity, Vicon Industries, Inc., higher interest and other expenses due to one-time expenses related to the Company’s notes payable and settlement of litigation regarding the Series B Preferred Stock, and lower revenues in the Industrial Technology segment in response the decline in demand for environmental products.
Revenues
Our Advanced Technologies segment revenues for the nine months ended June 30, 2019 increased by $12,933,088 or 1,396% to $13,924,097 from $931,009 for the nine months ended June 30, 2018. This is a new segment for the Company, and we anticipate revenues to grow with development and investment in this division.
Our Electronics Manufacturing segment revenues for the nine months ended June 30, 2019 decreased by $8,744,329 or 21% to $33,130,143 from $41,874,472 for the nine months ended June 30, 2018. The primary reason for decreased sales was due to the loss of two customers in the EM subsequent to the first quarter of fiscal 2018, one as a result of consolidation and other due to obsolescence of their product.
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Our Industrial Technology segment revenues for the nine months ended June 30, 2019 decreased by $12,864,178 or 44%, to $16,289,851 from $29,154,029 for the nine months ended June 30, 2018. The decrease was primarily due to decreased demand for environmental products globally and as result of relaxation of environmental regulations by the current administration.
Gross Profit
Gross Profit for the nine months ended June 30, 2019 was $25,016,090 or 39% of revenues as compared to gross profit of $25,295,237 or 35% of revenues for the nine months ended June 30, 2018. Gross profit as a percentage of revenues in the nine months ended June 30, 2019 increased as compared to the nine months ended June 30, 2018 as the Company works to achieve economies of scale, lower expenses, and shift to products and services with higher 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, 2019 increased $5,900,096 or 26% to $28,941,719 from $23,041,623 for the nine months ended June 30, 2018. General and administrative expenses as a percentage of revenue was 46% and 32% of revenues for the nine-month periods ended June 30, 2019 and 2018. The dollar for dollar and percentage increases in operating expenses was due to increased expenses in sales and marketing for the SmartDesk and VR applications in the Advanced Technologies segment as well as the consolidation of Vicon Industries.
Research and Development Expenses
Research and Development expenses for the nine months ended June 30, 2019 was $1,136,981 compared to $2,453,183 for the nine months ended June 30, 2018. Research and Development expenses are primarily related to the Advanced Technologies Segment’s development of proprietary software and further developments of the SmartDesk.
Other Income/(Expense)
Other income/(expense) for the three quarters of fiscal 2019 was $(2,843,051) as compared to $(347,538) for the first three quarters of fiscal 2018. Other income/(Expense) for the nine months ended June 30, 2019 was primarily due to interest expense related to discounts on the stock issued to pay the Company’s interest-bearing payables and a one-time expense related to the litigation settlement regarding the Series B Preferred Stock.
Provision for Income Taxes
During the first and second quarters of fiscal 2019 we recorded an income tax benefit of $1,843,157 compared to a provision of $101,819 for the first and second quarters of fiscal 2018. 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 income/loss available to common shareholders
The Company had a comprehensive loss available to common shareholders of $9,249,975 or 15% of revenues, for the nine-month period ended June 30, 2019 as compared to a comprehensive loss available to common shareholders of $3,191,621 or 4% of revenues, for the nine months ended June 30, 2018. Comprehensive income available to common shareholders in the first three quarters increased, as compared to comprehensive loss available to common shareholders in the same period last year, due the higher expenses related to the sales and marketing in the Advanced Technologies segment, interest expense related to discounts on the stock issued to pay the Company’s interest-bearing payables and a one-time expense related to the litigation settlement regarding the Series B Preferred Stock, and lower revenues in the Industrial Technologies segment.
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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.
Liquidity and Capital Resources
Working capital was $8,622,272 at June 30, 2019 compared to $10,011,896 at September 30, 2018. This includes cash and equivalents and restricted cash of $2,446,118 at June 30, 2019 and $2,315,935 at September 30, 2018, respectively. The decrease in working capital was primarily due to increased marketing and research & development expenses and net increases in our current assets of $7,151,023 offset by net increases in our current liabilities of $8,540,647.
Accounts receivable increased $2,181,744 or 16% to $16,127,399 at June 30, 2019 from $13,945,655 at September 30, 2018. The increase in accounts receivable is largely attributable to the consolidation of the Vicon Industries.
Inventories increased $4,376,670 or 39% to $15,731,128 at June 30, 2019 from $11,354,458 at September 30, 2018. The increase in inventories is attributable to the consolidation of Vicon Industries.
Operating activities provided $2,892,612 of cash for the nine months ended June 30, 2019 compared to providing $7,685,132 of cash for the nine months ended June 30, 2018. The decrease in operating cash flows was primarily due to the increase in the net loss, as compared to the same period a year ago.
Investment activities used $1,645,480 of cash for the nine months ended June 30, 2019 compared to using cash of $12,845,859 during the nine-month period ended June 30, 2018. Investing activities for the first three quarters of 2019 were driven by the Company’s investment in fixed assets.
Financing activities provided $81,739 of cash in the nine-month period ended June 30, 2019 as compared to using cash of $617,925 in the nine-month period ended June 30, 2018. Financing activities were primarily driven by payments on bank loans, notes payable, proceeds and expenses of notes payable and equity offerings, and use of the Company’s revolving credit lines.
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 2019 fiscal year (ending September 30, 2019). 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 Interim Chief Financial Officer (“ICFO”), or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Our CEO and our ICFO have evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2019, based on its evaluation, our management concluded that as of June 30, 2019 there is a material weakness in our internal control over financial reporting. The material weakness relates to the Company lacking sufficient, qualified, accounting personnel. The shortage of qualified 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 qualified accounting personnel.
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Part II Other Information
Item 1. Legal Proceedings.
Three securities class action complaints were filed against our company and certain of our executive officers in the U.S. District Court for the Eastern District of New York on February 24, 2017. Under the requirements of the Private Securities Litigation Reform Act of 1995, these three alleged class actions, as well as any further related actions, were consolidated into a single lawsuit on March 9, 2018. A follow-on, related derivative complaint also was filed against us and our executive officers and directors in New York State court on April 10, 2017. That derivative action has been stayed by agreement of the parties until after the motion to dismiss process in the consolidated alleged class actions has run its course. Pursuant to a stipulated District Court schedule, plaintiffs filed an Amended Consolidated Class Action Complaint on May 7, 2018. We filed a motion to dismiss this class action with the Court on July 6, 2018. On October 4, 2018, the Company reached a settlement on the securities class action litigation through a mediator for an amount of $625,000 and also reached a settlement on Derivative action for an amount of $100,000. This settlement is subject to a final court approval which will take several months. The settlement amounts shall be paid by the Company’s insurance carrier.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
During the nine months ended June 30, 2019, the Company issued an aggregate of 703,491 shares of common stock in exchange for aggregate consideration of $1,823,763, which was used for working capital. 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.(12)
3.10 Certificate of Amendment of Certificate of Incorporation, dated September 7, 2017 (15)
3.11 Certificate of Designations of Series B Redeemable Convertible Preferred Stock.(21)
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. (21)
10.7 Loan Agreement between Fulton Bank, N.A. and Advanced Industrial Services, Inc., AIS Acquisition, Inc., AIS Leasing Company, dated December 15, 2015.(6)
10.8 Promissory Note between Kris L. Mailey and AIS Acquisition, Inc. dated December 15, 2015.(6)
10.9 Promissory Note between Michael R. Yergo and AIS Acquisition, Inc. dated December 15, 2015.(6)
10.1 Term Loan Agreement between Cemtrex GmbH and Sparkasse Bank for Financing of funds within the scope of the Asset-Deals of the ROB Group, dated October 4, 2013.(8)
10.11 Working Capital Credit Line Agreement between Cemtrex GmbH and Sparkasse Bank, dated October 4, 2013 (updated May 8, 2014).(8)
10.12 Loan Agreement between ROB Cemtrex GmbH and Sparkasse Bank to finance the purchase of the property at Am Wolfsbaum 1, 75245 Neulingen, Germany, dated October 7, 2013, purchase completed March 1, 2014.(9)
10.13 Nonstatutory Stock Option Agreement entered into as of February 12, 2016 between Cemtrex, Inc. and Saagar Govil (11)
10.14 Nonstatutory Stock Option Agreement entered into as of December 5, 2016 between Cemtrex, Inc. and Saagar Govil (13)
10.15 Exchange Agreement dated as of February 1,2017 and effective February 9,2017 by and between Cemtrex Inc. and Ducon Technologies, Inc.(12)
10.16 Nonstatutory Stock Option Agreement entered into as of December 18, 2017 between Cemtrex, Inc. and Saagar Govil (16)
10.17 Securities Purchase Agreement, dated March 23, 2018, by and between Cemtrex, Inc. and NIL Funding Corporation. (17)
10.18 Research and Development Services Agreement by and between Vicon Industries, Inc. and Cemtrex, Inc., (20)
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) Intentionally omitted
(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.
(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 January 11, 2019.
(14) Incorporated by reference from Form 8-K filed on March 22, 2019.
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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 19, 2019 By: /s/ Saagar Govil.
Saagar Govil
Chief Executive Officer
Dated: August 19, 2019 /s/ Aron Govil.
Aron Govil
Interim Chief Financial Officer
and Principal Financial Officer
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I'm only holding half my position here. I loaded up on BGG instead.
Just running on freebies now. I'm holding the rest for the buyout.
SIRC news out
Solar Integrated Roofing Corporation Enters Agreement to Acquire One of San Diego’s Most Prominent Roofing & Solar Companies, with Nearly $12 Million Annual Revenues.
POWAY, CA -- August 19, 2019 -- InvestorsHub NewsWire -- Solar Integrated Roofing Corporation (OTC PINK: SIRC) CEO David Massey announced the company has signed a Letter of Intent to acquire one of the oldest and most prominent roofing and solar companies in San Diego.
“This acquisition brings with it a legacy in the industry that is unsurpassed in San Diego”, said Massey. “We’re extraordinarily proud that they have agreed to join us. The deal has two advantages for SIRC. Not only are we acquiring the business, but the owner of the company will be coming aboard as our new President. He is a person of the highest integrity and is recognized as a top talent in the industry. He is well experienced in not only solar and roofing, but also electrical and storage. He is one of the area’s only Tesla Certified Battery wall installers. All parties involved are very enthusiastic over the enormous and limitless potential set before us!"
Massey also noted that the company being acquired is very profitable, with revenues approaching $12 million annually. Closing is expected to occur within the next month, upon completion of due diligence.
“I’ve said this before”, added Massey, “but it’s worth repeating. We’re in the middle of a truly milestone period of growth for SIRC!"
About Solar Integrated Roofing Corporation
Solar Integrated Roofing Corporation (SIRC) is an integrated solar and roofing installation company specializing in commercial and residential properties with a focus on acquisitions of like companies to build a footprint nationally. For more information, please visit:
www.solarintegratedroofingcorp.com
Forward-Looking Statements:
Any statements made in this press release which are not historical facts contain certain forward-looking statements; as such term is defined in the Private Security Litigation Reform Act of 1995, concerning potential developments affecting the business, prospects, financial condition and other aspects of the company to which this release pertains. The actual results of the specific items described in this release, and the company's operations generally, may differ materially from what is projected in such forward-looking statements. Although such statements are based upon the best judgments of management of the company as of the date of this release, significant deviations in magnitude, timing and other factors may result from business risks and uncertainties including, without limitation, the company's dependence on third parties, general market and economic conditions, technical factors, the availability of outside capital, receipt of revenues and other factors, many of which are beyond the control of the company. The company disclaims any obligation to update the information contained in any forward-looking statement. This press release shall not be deemed a general solicitation.
Contact:
Marlena LeBrun
760-566-9116
marlenalebrun@gmail.com
facebook.com/SolarIntegratedRoofingCorporation
instagram.com/Solar_Integrated_Roofing_Corp
twitter.com/SIRCStock
linkedin.com/company/sirc-stock
Looks like IDSA is selling company
Industrial Services of America, Inc. Announces Agreement to Sell Substantially All of Its Assets
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Industrial Services of America, Inc. (NASDAQ: IDSA) (the “Company” or “ISA”), a company that buys, processes and markets ferrous and non-ferrous metals and other recyclable commodities, today announced that it has entered into a definitive agreement to sell substantially all of its assets (the “Transaction”) to River Metals Recycling LLC (“River Metals”), a subsidiary of The David J. Joseph Company.
The purchase price is $23,300,000, less certain payoff amounts relating to taxes, encumbrances, and assumed capital leases, and is subject to a net working capital adjustment. The Company expects the net proceeds available for distribution to shareholders following the payment of debt, transaction costs and other expenses to be an estimated $1.15 to $1.35 per share, in one or more distribution installments. The mid-point of this range represents a 70% premium to the Company’s closing stock price on the business day immediately prior to this announcement and a 38% premium to the Company’s average closing stock price over the past thirty trading days. These estimates are subject to a number of factors, including the Company’s operating results up until the closing.
The Transaction follows an extended process in which a special committee of the Company’s board of directors explored strategic alternatives available to the Company and evaluated sale opportunities with the advice and assistance of its financial advisor, Conway MacKenzie Capital Advisors LLC. The Transaction was unanimously approved by the Company’s board of directors.
The Transaction is subject to satisfaction or waiver of closing conditions set forth in the purchase agreement, including approval by the Company’s shareholders. The Company will call and hold a shareholders’ meeting seeking to obtain this approval. The closing of the Transaction is also conditioned on the issuance of a storm water permit and agreed order on terms not materially different from those currently being discussed with the state agency in connection with the Company’s efforts to ensure future compliance with the stormwater permit at one of its facilities. The Company expects the Transaction to close in late fourth quarter 2019 or early first quarter 2020.
Although Todd Phillips, the Company’s CEO, is not expected to join River Metals, River Metals intends to hire substantially all of ISA’s employees immediately after the closing of the Transaction.
The Company does not expect any changes for ISA’s valued customers and suppliers. ISA will continue to operate in the normal course until the Transaction closes.
Todd Phillips, the Company’s CEO, stated: “ISA has a long and proud history, dating back to its founding by Harry Kletter in the mid-1950s. I’m excited that the ISA legacy will live on within River Metals and The David J. Joseph Company. As the consolidation of the domestic steel recycling industry continues, our board, its special committee and management became convinced that combining the ISA business with River Metals will lead to the best outcome for our shareholders, our employees, our customers and our suppliers.”
The Company’s board of directors also unanimously adopted a Plan of Dissolution (the “Plan of Dissolution”), which contemplates the eventual sale of any remaining assets and a wind down of the Company’s business affairs. Following closing of the Transaction and payment of outstanding liabilities, along with other actions specified in the Plan of Dissolution, including reserving for contingent liabilities, the Company intends to distribute net proceeds from the Transaction and Plan of Dissolution to its shareholders in one or more distribution installments. The Plan of Dissolution is subject to completion of the Transaction and shareholder approval.
Further details on the Transaction and the Plan of Dissolution are contained in the Company’s current report on Form 8-K filed on or about the date of this press release. More information regarding the Transaction and the Plan of Dissolution will be included in a proxy statement that ISA intends to file with the Securities and Exchange Commission (“SEC”) and distribute to shareholders. Such proxy statement will include information regarding the timing of the shareholders’ meeting to consider approval of the Transaction and the Plan of Dissolution.
About ISA
Headquartered in Louisville, Kentucky, Industrial Services of America, Inc., is a publicly traded company that buys, processes and markets ferrous and non-ferrous metals and other recyclable commodities, and buys used autos in order to sell used auto parts. More information about ISA is available at www.isa-inc.com.
Important Information for Shareholders
Communications in this press release do not constitute a solicitation of any vote or approval. In connection with the Transaction and the Plan of Dissolution, the Company will be filing documents with the SEC, including a proxy statement. Before making any voting decision, Company shareholders are urged to read carefully the proxy statement and any other relevant documents filed by the Company with the SEC when they become available because they will contain important information about the sale of the assets and the Plan of Dissolution. This press release is not a substitute for any proxy statement or any other document which the Company may file with the SEC in connection with the proposed transaction. You may obtain copies of all documents we file with the SEC, free of charge, at the SEC’s website (www.sec.gov), on the Company’s website (http://www.isa-inc.com/) under “Investors”, or by sending a written request to the Company at Industrial Services of America, Inc., 7100 Grade Lane, Louisville, Kentucky 40213, Attn: Todd Phillips.
The Company and its directors and executive officers and certain other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the Transaction and the Plan of Dissolution. You can find information about the Company’s directors and executive officers in the Company’s annual report on Form 10-K, as amended, for the year ended December 31, 2018. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC when they become available. Shareholders can obtain free copies of these documents from the Company using the contact information above.
Forward-Looking Statements
The statements in this press release that are not historical, including without limitation statements regarding the Company’s beliefs, expectations, prospects, strategic plans and statements regarding the sale of the assets or other future transactions, constitute “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact should be considered “forward-looking statements” for these purposes. In some cases, forward-looking statements can be identified by the use of such terminology as “may,” “will,” “expects,” “plans,” “anticipates,” “intends,” “believes,” “estimates,” “potential,” or “continues,” or the negative thereof or other similar words. Although we believe that the expectations reflected in our forward-looking statements are reasonable, we can give no assurance that such expectations or any of our forward-looking statements will prove to be correct. Examples of forward-looking statements include, but are not limited to, those regarding the transactions contemplated by the Asset Purchase Agreement and the Plan of Dissolution. Forward-looking statements are subject to inherent risks and uncertainties, and actual results and developments may be materially different from those expressed or implied by the forward-looking statements. Important factors that could cause actual results to differ from those expressed or implied by the forward-looking statements include the possibility that the transactions contemplated by the Asset Purchase Agreement will not close, including without limitation as a result of the failure to satisfy the closing conditions, including failure of the Company to obtain the required shareholder approval; that disruption from the pending sale and dissolution may make it more difficult to maintain business and operational relationships for the Company; that the Company may not obtain shareholder approval of the Transaction and the Plan of Dissolution; that the costs and reserves associated with the Transaction and the Plan of Dissolution may be higher than anticipated; that operating results of the Company are less favorable than currently estimated by management, which would negatively impact the amounts distributable to the shareholders; that the length of time associated with the consummation of the Transaction and the Plan of Dissolution may be longer than anticipated for various reasons; and that the other anticipated benefits from the sale of the assets and the Plan of Dissolution will not be realized.
Further information on risks we face is contained in our filings with the SEC, including our Form 10-K, as amended, for the fiscal year ended December 31, 2018, and will be contained in our SEC filings in connection with the sale of the assets and the Plan of Dissolution. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. Because of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.
View source version on businesswire.com: https://www.businesswire.com/news/home/20190819005313/en/
Industrial Services of America, Inc.
Todd L. Phillips, 502-366-3452
Chief Executive Officer, President and Chief Financial Officer
Enjoy your vacation Powerbattles.
Looks like IDSA is selling company
Industrial Services of America, Inc. Announces Agreement to Sell Substantially All of Its Assets
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Industrial Services of America, Inc. (NASDAQ: IDSA) (the “Company” or “ISA”), a company that buys, processes and markets ferrous and non-ferrous metals and other recyclable commodities, today announced that it has entered into a definitive agreement to sell substantially all of its assets (the “Transaction”) to River Metals Recycling LLC (“River Metals”), a subsidiary of The David J. Joseph Company.
The purchase price is $23,300,000, less certain payoff amounts relating to taxes, encumbrances, and assumed capital leases, and is subject to a net working capital adjustment. The Company expects the net proceeds available for distribution to shareholders following the payment of debt, transaction costs and other expenses to be an estimated $1.15 to $1.35 per share, in one or more distribution installments. The mid-point of this range represents a 70% premium to the Company’s closing stock price on the business day immediately prior to this announcement and a 38% premium to the Company’s average closing stock price over the past thirty trading days. These estimates are subject to a number of factors, including the Company’s operating results up until the closing.
The Transaction follows an extended process in which a special committee of the Company’s board of directors explored strategic alternatives available to the Company and evaluated sale opportunities with the advice and assistance of its financial advisor, Conway MacKenzie Capital Advisors LLC. The Transaction was unanimously approved by the Company’s board of directors.
The Transaction is subject to satisfaction or waiver of closing conditions set forth in the purchase agreement, including approval by the Company’s shareholders. The Company will call and hold a shareholders’ meeting seeking to obtain this approval. The closing of the Transaction is also conditioned on the issuance of a storm water permit and agreed order on terms not materially different from those currently being discussed with the state agency in connection with the Company’s efforts to ensure future compliance with the stormwater permit at one of its facilities. The Company expects the Transaction to close in late fourth quarter 2019 or early first quarter 2020.
Although Todd Phillips, the Company’s CEO, is not expected to join River Metals, River Metals intends to hire substantially all of ISA’s employees immediately after the closing of the Transaction.
The Company does not expect any changes for ISA’s valued customers and suppliers. ISA will continue to operate in the normal course until the Transaction closes.
Todd Phillips, the Company’s CEO, stated: “ISA has a long and proud history, dating back to its founding by Harry Kletter in the mid-1950s. I’m excited that the ISA legacy will live on within River Metals and The David J. Joseph Company. As the consolidation of the domestic steel recycling industry continues, our board, its special committee and management became convinced that combining the ISA business with River Metals will lead to the best outcome for our shareholders, our employees, our customers and our suppliers.”
The Company’s board of directors also unanimously adopted a Plan of Dissolution (the “Plan of Dissolution”), which contemplates the eventual sale of any remaining assets and a wind down of the Company’s business affairs. Following closing of the Transaction and payment of outstanding liabilities, along with other actions specified in the Plan of Dissolution, including reserving for contingent liabilities, the Company intends to distribute net proceeds from the Transaction and Plan of Dissolution to its shareholders in one or more distribution installments. The Plan of Dissolution is subject to completion of the Transaction and shareholder approval.
Further details on the Transaction and the Plan of Dissolution are contained in the Company’s current report on Form 8-K filed on or about the date of this press release. More information regarding the Transaction and the Plan of Dissolution will be included in a proxy statement that ISA intends to file with the Securities and Exchange Commission (“SEC”) and distribute to shareholders. Such proxy statement will include information regarding the timing of the shareholders’ meeting to consider approval of the Transaction and the Plan of Dissolution.
About ISA
Headquartered in Louisville, Kentucky, Industrial Services of America, Inc., is a publicly traded company that buys, processes and markets ferrous and non-ferrous metals and other recyclable commodities, and buys used autos in order to sell used auto parts. More information about ISA is available at www.isa-inc.com.
Important Information for Shareholders
Communications in this press release do not constitute a solicitation of any vote or approval. In connection with the Transaction and the Plan of Dissolution, the Company will be filing documents with the SEC, including a proxy statement. Before making any voting decision, Company shareholders are urged to read carefully the proxy statement and any other relevant documents filed by the Company with the SEC when they become available because they will contain important information about the sale of the assets and the Plan of Dissolution. This press release is not a substitute for any proxy statement or any other document which the Company may file with the SEC in connection with the proposed transaction. You may obtain copies of all documents we file with the SEC, free of charge, at the SEC’s website (www.sec.gov), on the Company’s website (http://www.isa-inc.com/) under “Investors”, or by sending a written request to the Company at Industrial Services of America, Inc., 7100 Grade Lane, Louisville, Kentucky 40213, Attn: Todd Phillips.
The Company and its directors and executive officers and certain other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the Transaction and the Plan of Dissolution. You can find information about the Company’s directors and executive officers in the Company’s annual report on Form 10-K, as amended, for the year ended December 31, 2018. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC when they become available. Shareholders can obtain free copies of these documents from the Company using the contact information above.
Forward-Looking Statements
The statements in this press release that are not historical, including without limitation statements regarding the Company’s beliefs, expectations, prospects, strategic plans and statements regarding the sale of the assets or other future transactions, constitute “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact should be considered “forward-looking statements” for these purposes. In some cases, forward-looking statements can be identified by the use of such terminology as “may,” “will,” “expects,” “plans,” “anticipates,” “intends,” “believes,” “estimates,” “potential,” or “continues,” or the negative thereof or other similar words. Although we believe that the expectations reflected in our forward-looking statements are reasonable, we can give no assurance that such expectations or any of our forward-looking statements will prove to be correct. Examples of forward-looking statements include, but are not limited to, those regarding the transactions contemplated by the Asset Purchase Agreement and the Plan of Dissolution. Forward-looking statements are subject to inherent risks and uncertainties, and actual results and developments may be materially different from those expressed or implied by the forward-looking statements. Important factors that could cause actual results to differ from those expressed or implied by the forward-looking statements include the possibility that the transactions contemplated by the Asset Purchase Agreement will not close, including without limitation as a result of the failure to satisfy the closing conditions, including failure of the Company to obtain the required shareholder approval; that disruption from the pending sale and dissolution may make it more difficult to maintain business and operational relationships for the Company; that the Company may not obtain shareholder approval of the Transaction and the Plan of Dissolution; that the costs and reserves associated with the Transaction and the Plan of Dissolution may be higher than anticipated; that operating results of the Company are less favorable than currently estimated by management, which would negatively impact the amounts distributable to the shareholders; that the length of time associated with the consummation of the Transaction and the Plan of Dissolution may be longer than anticipated for various reasons; and that the other anticipated benefits from the sale of the assets and the Plan of Dissolution will not be realized.
Further information on risks we face is contained in our filings with the SEC, including our Form 10-K, as amended, for the fiscal year ended December 31, 2018, and will be contained in our SEC filings in connection with the sale of the assets and the Plan of Dissolution. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. Because of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.
View source version on businesswire.com: https://www.businesswire.com/news/home/20190819005313/en/
Industrial Services of America, Inc.
Todd L. Phillips, 502-366-3452
Chief Executive Officer, President and Chief Financial Officer
BGG Briggs & Stratton hit 44 year low on Thursday. I took a starter at 4.35. Lots of negatives right now but could be a good opportunity for a long position.