UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES ACT OF 1934
For the fiscal year ended September 30, 2015
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES ACT OF 1934
Commission File Number 000-53238
CEMTREX, INC.
(Exact name of small business issuer as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
30-0399914
(I.R.S. Employer Identification No.)
19 Engineers Lane
Farmingdale, New York 11735
(Address, including zip code, of principal executive offices)
631-756-9116
(Issuer’s telephone number)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Common Stock, $0.001 par value per share
Name of Each Exchange on Which Registered
NASDQ CM
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange
Act. Yes ☐ No ☒
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. Yes ☒ No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in
Part III of this Form 10-K or any amendment to this Form 10-K. 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. (Check one):
Large accelerated filer
Non-accelerated filer
Accelerated filer
Smaller reporting company
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of December 11, 2015, the number of the registrant's common stock held by non-affiliates of the registrant was 2,646,932 and
the aggregate market value $8,364,305 based on the average bid and asked price of $3.16 on December 11, 2015.
As of December 11, 2015, the registrant had 7,585,267 shares of common stock outstanding.
Table of Contents
Cemtrex, Inc. and Subsidiaries
CEMTREX, INC. AND SUBSIDIARIES
INDEX
Part I
Item 1
Item 1A
Item 1B
Item 2
Item 3
Item 5
Item 6
Item 7
Cautionary Statement Regarding Forward-Looking Statements
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
Selected Consolidated Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Part II
Item 7A
Qualitative and Quantitative Disclosures about Market Risk
Item 8
Item 9
Item 9A
Item 9B
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Item 15 Exhibits and Financial Statements Schedules
Part III
Part IV
Page
3
7
11
11
12
13
14
14
17
17
17
17
18
19
20
2
FORWARD-LOOKING STATEMENTS
Cemtrex, Inc. and Subsidiaries
Statements in this report may be "forward-looking statements." Forward-looking statements include, but are not limited
to, statements that express our intentions, beliefs, expectations, strategies, predictions or any other statements relating to our
future activities or other future events or conditions. These statements are based on current expectations, estimates and
projections about our business based, in part, on assumptions made by management. These statements are not guarantees of
future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and
results may, and are likely to, differ materially from what is expressed or forecasted in the forward-looking statements due to
numerous factors, including those described above and those risks discussed from time to time in this report, including the risks
described under "Risk Factors" and any risks described in any other filings we make with the SEC. Any forward-looking
statements speak only as of the date on which they are made, and we do not undertake any obligation to update any forward-
looking statement to reflect events or circumstances after the date of this report.
Management’s discussion and analysis of financial condition and results of operations are based upon our financial
statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The
preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses. On an on-going basis, we evaluate these estimates, including those related to useful lives of
real estate assets, cost reimbursement income, bad debts, impairment, net lease intangibles, contingencies and litigation. We base
our estimates on historical experience and on various other assumptions that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. There can be no assurance that actual results will not differ from those estimates.
Part I.
Item 1. BUSINESS
The Company was incorporated on April 27, 1998, in the state of Delaware under the name "Diversified
American Holdings, Inc." The Company subsequently changed its name to "Cemtrex Inc." on December 16, 2004.
Unless the context requires otherwise, all references to “we”, “our”, “us”, “Company”, “registrant”, “Cemtrex” or
“management” refer to Cemtrex, Inc. and its subsidiaries. Cemtrex is a leading diversified technology company that
operates in a wide array of business segments and provides solutions to meet today's industrial and manufacturing
challenges. The Company provides electronic manufacturing services of advanced electric system assemblies,
provides instruments & emission monitors for industrial processes, and provides industrial air filtration &
environmental control systems.
On October 31, 2013, the Company completed the acquisition of the privately held ROB Group, a leader in
electronics manufacturing solutions located in Neulingen, Germany. The ROB Group, founded in 1989, consisted of
4 distinct operating companies, forming a complete electronics design, manufacturing, assembly, and cabling
solutions provider that serves the electronics and cabling needs of some of the largest companies in the world in the
Medical, Automation, Industrial, and Renewable Energy industries. ROB Group also has a manufacturing facility in
Sibiu, Romania. The ROB Group was restructured under ROB Cemtrex GmbH and now operates as a subsidiary of
Cemtrex, Inc. (see NOTE 10).
Electronics Manufacturing Services (EMS)
Cemtrex, through its Electronics Manufacturing Services (EMS) group, 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’s EMS group works with industry leading OEMs in their outsourcing of non-core 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 life of a product, from design, manufacturing, and distribution.
We seek to grow our business through the addition of new, high quality customers, the expansion of our share of
business with existing customers, and participating in the growth of existing customers.
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Cemtrex, Inc. and Subsidiaries
Using our manufacturing capabilities, we are able to provide our customers with advanced product
assembly and system level integration combined with test services to meet the highest standards of quality. Through
our 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 our PCBAs to enhance our value to our customers. The Company also provides engineering
services from new product introductions and prototyping, related testing equipment, to product redesigns.
Our ability to attract and retain new customers comes from our ongoing commitment to understanding our
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 in order to achieve a deep understanding of our customer’s goals, challenges, strategies, operations, and
products to ultimately build a long lasting successful relationship.
Environmental Products & Systems (EPS)
Cemtrex, through its Environmental Products and Systems group, sells a complete line of air filtration and
environmental control products to a wide variety of industrial and manufacturing industries worldwide. The group
also manufactures, sells, and services monitoring instruments, software and systems for measurement of emissions
of Greenhouse gases, hazardous gases, particulate and other regulated pollutants used in emissions trading globally
as well as for industrial processes. The Company also markets monitoring and analysis equipment for gas and liquid
measurement for various downstream oil & gas applications as well as various industrial process applications.
The Company, under the Griffin Filters brand, provides a complete line of air filtration and environmental
control equipment to industries such as: chemical, cement, steel, food, construction, mining, & petrochemical. This
equipment is used to: (i) remove dust, corrosive fumes, mists, hydrocarbons, volatile organic compounds, submicron
particles and particulate from industrial exhausts and boilers; (ii) clean noxious and acid gases such as sulfur
dioxide, hydrogen chloride, hydrogen sulfide, chlorides, and organics from industrial exhaust stacks prior to
discharging to the atmosphere; and (iii) control emissions of coal, dust, sawdust, phosphates, fly ash, cement, carbon
black, soda ash, silica, etc. from construction facilities, mining operations and dryer exhausts.
Company through its Monitoring Instruments and Products (MIP) group manufactures and sells
advanced instruments for emissions monitoring, process analysis, and controls for industrial applications and
compliance with environmental regulations. MIP emission monitoring systems are installed at the exhaust stacks of
industrial facilities and are used to measure the outlet flue gas concentrations of a range of regulated air pollutants to
determine the quality of the air we breathe. Through use of the company's equipment and instrumentation, Cemtrex
clients can monitor the exhausts to the atmosphere from their facilities and comply with Environmental Protection
Agency and state and local emission regulations on dust, particulate, fumes, acid gases and other regulated
pollutants into the atmosphere.
MIP's Laser Opacity monitor is used to determine opacity or dust concentration in stack gases. Cemtrex
also provides direct-extractive and dilution-extractive CEMS (continuous emissions monitoring solutions)
equipment and systems for use with utilities, industrial boilers, FGD systems, SCR-NOx control, furnaces, gas
turbines, process heaters, incinerators in industries such as: chemicals, pulp and paper, steel, power, coal and
petrochemical along with municipalities, state and federal governments. The Company provides a single source
responsibility for design, engineering, assembly, installation and maintenance of systems to its customers. The
Company's products are designed to operate so as to allow its users to determine their compliance with the latest
governmental emissions regulations.
Cemtrex’s MIP division also markets a range of crude oil and natural gas analyzers. These products provide
real time measurement of various properties specific to the refining processes of oil and gas. Some of the properties
include RON, salt and water content, pH, viscosity, and other critical parameters that can be used to improve the
blending and refining processes. The analyzers are sold by refineries and similar facilities to optimize the yield of
blended and refined product.
SUPPLIERS
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Cemtrex, Inc. and Subsidiaries
The Company is not dependent on, nor expects to become dependent on, any one or a limited number of
suppliers. The Company buys parts and components to assemble and manufacture its equipment and products. The
Company also utilizes sub-suppliers and third party vendors to procure from or fabricate its components based on its
design, engineering and specifications. The Company also enters into subcontracts for field installation, which the
Company supervises; and the Company manages all technical, physical and commercial aspects of the performance
of the Company contracts. To date, the Company has not experienced difficulties either in obtaining fabricated
components and other materials and parts or in obtaining qualified subcontractors for installation work.
PARTS, REPAIR AND REFURBISHMENT SERVICES
The Company also provides replacement and spare parts and repair and refurbishment services for all its
systems following the expiration of the warranties which generally range up to 12 months. The Company has
experienced only minimal costs from its warranties.
The Company's standard terms of sale disclaim any liability for consequential or indirect losses or damages
stemming from any failure of its products or systems or any component thereof. The Company seeks
indemnification from its subcontractors for any loss, damage or claim arising from the subcontractors' failure to
perform.
COMPETITION
The Company faces substantial competition in each of its principal markets. Most of its competitors are
larger and have greater financial resources than the Company; several are divisions of multi-national companies.
The Company competes on the basis of price, engineering and technological expertise, know-how and the quality of
its products, systems and services. Additionally, the Company's management believes that the successful delivery,
installation and performance of the Company's products and systems is a key factor in gaining business as customers
typically prefer to make significant purchases from a company with a solid performance history.
The Company obtains virtually all its contracts through competitive bidding. Although price is an important
factor and may in some cases be the governing factor, it is not always determinative, and contracts are often awarded
on the basis of the efficiency or reliability of products and the engineering and technical expertise of the bidder.
Several companies market products that compete directly with Company’s products. Other companies offer products
that potential customers may consider to be acceptable alternatives to Company’s products and services. The
Company faces direct competition from companies with far greater financial, technological, manufacturing and
personnel resources.
INTELLECTUAL PROPERTY
Over the years, the Company has developed proprietary technologies that gives it an edge in competing
with its competitors. Thus, the Company relies on a combination of trade secrets and know-how to protect its
intellectual property.
MARKETING
The Company sells its products globally and relies on direct sales force, manufacturing representatives,
distributors, commission sales agents, magazine advertisements, internet advertising, trade shows, trade directories
and catalogue listings to market its products and services. The Company uses independent sales representatives in
the United States backed by its sales management and technical professionals. The Company's arrangements with
independent sales representatives accord each a defined territory within which to sell some or all of its products and
systems, provide for the payment of agreed-upon sales commissions and are terminable at will. The Company's
sales representatives do not have authority to execute contracts on the Company's behalf.
The Company's sales representatives also serve as ongoing liaison function between Company and its
customers during the installation phase of the products and systems and address customers' questions or concerns
arising thereafter. The Company selects representatives based upon industry reputation, prior sales performance
including number of prospective leads generated and sales closure rates, and the breadth of territorial coverage,
among other criteria.
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Cemtrex, Inc. and Subsidiaries
Technical inquiries received from potential customers are referred to the engineering personnel. Thereafter,
the Company's sales and engineering personnel jointly prepare a budget proposal, or a final bid. The period between
initial customer contact and issuance of an order is generally between two and twelve months.
CUSTOMERS
The Company's principal customers are engaged in automotive, medical, industrial automation, refining,
power, chemical, mining, and metallurgical processing. Historically, most of the customers have purchased
individual products or systems which, in many instances, operate in conjunction with products and systems supplied
by others. For several years, the Company has marketed its products as integrated custom engineered systems and
solutions. No one single customer accounts for more than 10% of its annual sales.
For the EPS group, the Company is responsible to its customers for all phases of the design, assembly,
supply and, if included, field installation of its products and systems. The successful completion of a project is
generally determined by a successful operational test of the supplied equipment conducted by our field service
technician in the presence of the customer.
For the EMS group, the company is responsible for the production, supply, and delivery of products to its
customers. In order to satisfy customer orders, the Company must consistently meet production deadlines and
maintain a high standard of quality.
INSURANCE
The Company currently maintains different types of insurance, including general liability and property
coverage. The Company also maintains product liability insurance with respect to its products and equipment.
Management believes that the insurance coverage that it has is adequate for its current business needs.
EMPLOYEES
The Company employs approximately 244 people as of December 11, 2015, including 35 engaged in
engineering, 160 in manufacturing and 49 in administrative and marketing functions.
GOVERNMENT REGULATION
The Company’s operations are subject to certain foreign, federal, state and local regulatory requirements
relating to, among others, environmental, waste management, labor and health and safety matters. Management
believes that the Company’s business is operated in material compliance with all such regulations.
Management believes that the existence of governmental regulations creates demand for Company's
emission monitoring equipment and environmental control systems. Significant environmental laws, particularly the
Federal Clean Air Act, have been enacted in response to public concern about the environment. The Company
believes that compliance with and enforcement of these laws and regulations create the demand for its
environmental control related products and systems. The Federal Clean Air Act, initially adopted in 1970 and
extensively amended in 1990, requires compliance with ambient air quality standards and empowers the EPA to
establish and enforce limits on the emission of various pollutants from specific types of industrial facilities. States
have primary responsibility for implementing these standards, and, in some cases, have adopted more stringent
standards.
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Cemtrex, Inc. and Subsidiaries
ITEM 1A. RISK FACTORS
Investing in our common stock involves a high degree of risk. You should consider carefully the risks and
uncertainties described below, together with all of the other information in this report, including the consolidated
audited financial statements and the related notes appearing at the end of this annual report on Form 10-K, with
respect to any investment in shares of our common stock. If any of the following risks actually occurs, our business,
financial condition, results of operations and future prospects would likely be materially and adversely affected. In
that event, the market price of our common stock could decline and you could lose all or part of your investment.
These statements, like all statements in this report, speak only as of the date of this report (unless another date is
indicated) and we undertake no obligation to update or revise the statements in light of future development.
RISKS RELATED TO OUR BUSINESS
We are substantially dependent upon the success and market acceptance of our technology. The failure of
the emissions monitoring and controls market to develop as we anticipate, would adversely affect our environmental
control products business.
The Company's success is largely dependent on increased market acceptance of our emission monitoring
equipment and control systems. If acceptance of emissions monitoring equipment does not continue to grow, then
the Company's revenues may be significantly reduced.
The Company’s ability to secure and maintain sufficient credit arrangements is key to its continued
operations.
There is no assurance that the Company will be able to retain or renew its credit agreements and other
finance agreements in the future. In the event the business grows rapidly, the uncertain economic climate continues
or the Company considers another acquisition, additional financing resources could be necessary in the current or
future fiscal years. There is no assurance that the Company will be able to obtain equity or debt financing at
acceptable terms, or at all in the future.
Adverse changes in the economy or political conditions could negatively impact the Company’s business,
results of operations and financial condition.
The Company’s sales and gross margins depend significantly on market demand for its customers’
products. The uncertainty in the U.S. and international economic and political environment could result in a decline
in demand for our customers’ products in any industry. Further, any adverse changes in tax rates and laws affecting
our customers could result in decreasing gross margins. Any of these factors could negatively impact the Company’s
business, results of operations and financial condition.
Most of the Company’s customers do not commit to long-term production schedules, which makes it
difficult to schedule production and achieve maximum efficiency at the Company’s manufacturing facilities and to
manage inventory levels.
The volume and timing of sales to the Company’s customers may vary due to:
(i) customers’ attempts to manage their inventory
(ii) variation in demand for the Company’s customers’ products design changes, or
(iii) acquisitions of or consolidation among customers
Many of the Company’s customers do not commit to firm production schedules. The Company’s inability to
forecast the level of customer orders with certainty can make it difficult to schedule production and maximize
utilization of manufacturing capacity and manage inventory levels. The Company could be required to increase or
decrease staffing and more closely manage other expenses in order to meet the anticipated demand of its customers.
Orders from the Company’s customers could be cancelled or delivery schedules could be deferred as a result of
changes in its customers’ demand, thereby adversely affecting the Company’s results of operations, and resulting in
higher inventory levels.
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Cemtrex, Inc. and Subsidiaries
The Company’s customers have competitive challenges, including rapid technological changes, pricing
pressure and decreasing demand from their customers, which could adversely affect their business and the
Company’s.
Factors affecting the industries that utilize our customers’ products could negatively impact our customers
and the Company. These factors include:
(i)
increased competition among our customers and their competitors
(ii) the inability of our customers to develop and market their products
(iii) recessionary periods in our customers’ markets
(iv) the potential that our customers’ products become obsolete
(v) our customers’ inability to react to rapidly changing technology
(vi) pay for our products, which could, in turn, affect the Company’s results of operations.
If we are unable to develop new products, our competitors may develop and market products with better
features that may reduce demand for our potential products.
The Company may not be able to introduce any new products or any enhancements to its existing products
on a timely basis, or at all. In addition, the introduction by the Company of any new products could adversely
affect the sales of certain of its existing products. If the Company's competitors develop innovative emissions testing
technology that are superior to the Company's products or if the Company fails to accurately anticipate market
trends and respond on a timely basis with its own innovations, the Company may not achieve sufficient growth in its
revenues to attain profitability.
Even though we have a profit for the fiscal year ending September 30, 2014, and we may not incur profit
for the foreseeable future.
We continue to incur significant expenditures related to selling and marketing and general and
administrative activities as well as capital expenditures and anticipate that our expenses may increase in the
foreseeable future as we expand our business. Further, as a public company we will also incur significant legal,
accounting and other expenses that we may not incur as a private company. To maintain profitability, we will need
to generate significant additional revenues with significantly improved gross margins. It is uncertain whether we
will be able to maintain our profitability.
The Company faces constant changes in governmental standards by which our environmental control
products are evaluated.
The Company believes that, due to the constant focus on the environment and clean air standards
throughout the world, a requirement in the future to adhere to new and more stringent regulations both domestically
and abroad is possible as governmental agencies seek to improve standards required for certification of products
intended to promote clean air. In the event our products fail to meet these ever-changing standards, some or all of
our environmental control products may become obsolete.
The future growth of our environmental control business depends, in part, on enforcement of existing
emissions-related environmental regulations and further tightening of emission standards worldwide.
The Company expects that the future environmental control products business growth will be driven, in
part, by the enforcement of existing emissions-related environmental regulations and tightening of emissions
standards worldwide. If such standards do not continue to become stricter or are loosened or are not enforced by
governmental authorities, it could have a material adverse effect on our business, operating results, financial
condition and long-term prospects.
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Cemtrex, Inc. and Subsidiaries
We may incur substantial costs enforcing our proprietary information, defending against third-party
patents, invalidating third-party patents or licensing third-party intellectual property, as a result of litigation or
other proceedings relating to patent and other intellectual property rights.
The Company considers its technology and procedures proprietary. In particular, the Company depends
substantially on its flexibility to develop custom engineered solutions for various applications and be responsive to
customer needs.
The Company may be notified of claims that it has infringed a third party's intellectual property. Even if
such claims are not valid, they could subject the Company to significant costs. In addition, it may be necessary in
the future to enforce the Company's intellectual property rights to determine the validity and scope of the
proprietary rights of others. Litigation may also be necessary to defend against claims of infringement or invalidity
by others. An adverse outcome in litigation or any similar proceedings could force the Company to take actions
that could harm its business. These include: (i) ceasing to sell products that contain allegedly infringing property;
(ii) obtaining licenses to the relevant intellectual property which the Company may not be able to obtain on terms
that are acceptable, or at all; (iii) indemnifying certain customers or strategic partners if it is determined that the
Company has infringed upon or misappropriated another party's intellectual property; and (iv) redesigning
products that embody allegedly infringing intellectual property. Any of these results could adversely affect the
Company's business, financial condition and results of operations. In addition, the cost of defending or asserting
any intellectual property claim, both in legal fees and expenses, and the diversion of management resources,
regardless of whether the claim is valid, could be significant.
Product defects could cause the Company to incur significant product liability, warranty, repair and
support costs and damage its reputation which would have a material adverse effect on its business.
Although the Company rigorously tests its products, defects may be discovered in future or existing
products. These defects could cause the Company to incur significant warranty, support and repair costs and divert
the attention of its research and development personnel. It could also significantly damage the Company's
reputation and relationship with its distributors and customers which would adversely affect its business. In
addition, such defects could result in personal injury or financial or other damages to customers who may seek
damages with respect to such losses. A product liability claim against the Company, even if unsuccessful, would
likely be time consuming and costly to defend.
The markets in which we operate are highly competitive, and many of our competitors have significantly
greater resources than we do.
There is significant competition among companies that provide emissions monitoring systems. Several
companies market products that compete directly with our products. Other companies offer products that potential
customers may consider to be acceptable alternatives to our products and services. We face direct competition from
companies with far greater financial, technological, manufacturing and personnel resources.
The Company's results may fluctuate due to certain regulatory, marketing and competitive factors over
which we have little or no control.
The factors listed below, some of which we cannot control, may cause our revenue and results of
operations to fluctuate significantly:
(i) The existence and enforcement of government environmental regulations. If these regulations are
not maintained or enforced then the market for Company's products could deteriorate;
(ii) Retaining and keeping qualified employees and management personnel;
(iii) Ability to upgrade our products to keep up with the changing market place requirements; Ability
to keep up with our competitors who have much higher resources than us;
(iv) Ability to find sub-suppliers and sub-contractors to assemble and install our products;
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Cemtrex, Inc. and Subsidiaries
(v) General economic conditions of the industry and the ability of potential customers to spend money
on setting up new industries that require our products;
(vi) Ability to maintain or raise adequate working capital required for the operations and future
growth; and
(vii) Ability to retain our CEO and other senior key personnel.
The loss of our senior management and failure to attract and retain qualified personnel in a competitive
labor market could limit our ability to execute our growth strategy, resulting a slower rate of growth.
We depend on the continued service of our senior management. Due to the nature of our business, we may
have difficulty locating and hiring qualified personnel and retaining such personnel once hired. The loss of the
services of any of our key personnel, or our failure to attract and retain other qualified and experienced personnel
on acceptable terms, could limit our ability to execute our growth strategy resulting in a slower rate of growth.
General economic downturns in general would have a material adverse effect on the Company's business,
operating results and financial condition.
The Company's operations may in the future experience substantial fluctuations from period to period as a
consequence of general economic conditions affecting consumer spending. Therefore, any economic downturns in
general would have a material adverse effect on the Company's business, operating results and financial condition.
We are exposed to risks associated with operating internationally. A significant portion of our business is
conducted internationally. Consequently, we are subject to a variety of risks that are specific to international
operations, including the following:
(i)
(ii)
(iii)
(iv)
(v)
(vi)
compliance with the U.S. Foreign Corrupt Practices Act;
compliance with the anti-corruption laws of other jurisdictions in which we operate;
contract award and funding delays;
potential restrictions on transfers of funds;
foreign currency fluctuations;
import and export duties and value added taxes;
(vii)
uncertainties arising from foreign local business practices and cultural considerations; and
(viii)
potential military conflicts, civil strife and political risks.
Our growth strategy includes acquisitions of other businesses, which may require us to incur costs and
liabilities or have other unexpected consequences which may adversely affect our operating results and financial
condition. In addition to internal or organic growth, our current strategy involves growth through acquisitions of
complementary businesses, as well as growth from acquisitions that would diversify our current product offerings.
Like other companies with similar growth strategies, we may be unable to successfully implement our growth
strategy, as we may be unable to identify suitable acquisition candidates, obtain acceptable financing, or
consummate any future acquisitions. We frequently engage in evaluations of potential acquisitions and negotiations
for possible acquisitions, certain of which, if consummated, could significantly enhance the Company’s competitive
position. Although it is our general objective only to acquire those companies which will be accretive to both
earnings and cash flow, any potential acquisitions may result in material transaction expenses, increased interest
and amortization expense, increased depreciation expense and increased operating expense, any of which could
have a material adverse effect on our operating results. Acquisitions will require integration and management of the
acquired businesses to realize economies of scale and control costs. In addition, acquisitions may involve other
risks, including diversion of management resources otherwise available for ongoing development of our business
and risks associated with entering new markets. Future acquisitions may also result in potential dilution of the
Company’s securities. Consummation of acquisitions may subject the Company to unanticipated business
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Cemtrex, Inc. and Subsidiaries
uncertainties or legal liabilities relating to those acquired businesses for which the sellers of the acquired
businesses may not fully indemnify us.
RISKS RELATED TO INVESTMENT IN THE COMMON STOCK OF THE COMPANY
The Company's Common Stock currently trades on the NASDAQ under the symbol "CETX". There can be
no assurance that the Company's shares will continue to trade on NASDAQ in the future, and there can be no
assurance that an active trading market will develop or be sustained. The market price of the shares of Common
Stock is likely to be highly volatile and may be significantly affected by factors such as actual or anticipated
fluctuations in the Company's operating results, announcements of technological innovations, new products or new
contracts by the Company or its competitors, developments with respect to proprietary rights, adoption of new
government regulations affecting the environment, general market conditions and other factors. In addition, the
stock market has from time to time experienced significant price and volume fluctuations that have particularly
affected the market price for the common stocks of technology companies. These types of broad market fluctuations
may adversely affect the market price of the Company's common stock.
Our common stock has from time to time been "thinly-traded," meaning that the number of persons
interested in purchasing our common stock at or near ask prices at any given time may be relatively small or non-
existent. Therefore, stockholders may be unable to sell at or near ask prices or at all if they need to sell shares to
raise money or otherwise desire to liquidate their shares. Our “thinly-traded” stock is attributable to a number of
factors, including the fact that we are a small company that is relatively unknown to stock analysts, stock brokers,
institutional investors and others in the investment community that generate or influence sales volume, and that even
if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven
company such as ours or purchase or recommend the purchase of our shares until such time as we become more
seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in our
shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading
activity that will generally support continuous sales without an adverse effect on share price. We cannot give
stockholders any assurance that a broader or more active public trading market for our common shares will develop
or be sustained, or that current trading levels will be sustained.
We do not anticipate paying any dividends. No dividends have been paid on the common stock of the
Company. The Company does not intend to pay cash dividends on its common stock in the foreseeable future, and
anticipates that profits, if any, received from operations will be devoted to the Company's future operations. Any
decision to pay dividends will depend upon the Company's profitability at the time, cash available and other
relevant factors.
Our principal shareholder has significant influence over our Company which could make it impossible for
the public stockholders to influence the affairs of the Company. Approximately 70.0% of our outstanding voting
equity is beneficially held by combination of Aron Govil, the Company's former Chairman of the Board, and Saagar
Govil the Company’s CEO, as a result of this common stock ownership and the Series A preferred stock ownership
by Mr. Aron Govil, the Company’s management controls and will control in the future, substantially all matters
requiring approval by the stockholders of the Company, including the election of all directors and approval of
significant corporate transactions. This makes it impossible for the public stockholders to influence the affairs of the
Company.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
The Company has the following properties:
The Company leases its principal office at Farmingdale, New York, 4,000 square feet of office and
warehouse/shop space in a single story commercial structure on a month to month lease from Ducon Technologies
Inc., at a monthly rental of $4,000.
11
Cemtrex, Inc. and Subsidiaries
The Company’s Environmental Products and Services Group leases (i) approx. 5,000 sq. ft. of office and
warehouse space in Liverpool, New York from a third party in a five year lease at a monthly rent of $2,200 expiring
on March 31, 2018, (ii) approximately 2000 square feet of office on a month to month rental from a third party in
Hong Kong at a monthly rental of $4,133.00 and (iii) approximately 1500 square feet of office on a month to month
rental from a third party in Navi Mumbai, India at a monthly rental of $600.00.
The Company through its Electronics Manufacturing Services Group owns a 70,000 sq. ft. manufacturing
building inneulingen, Germany which has a 17 year 3.00% interest mortgage with monthly mortgage payments of
€25,000, through March 2031. The Electronics Manufacturing Services Group also rents a 10,000 sq. ft.
manufacturing facility in Sibiu, Romania from a third party in a ten year lease at a monthly rent of €8,000 expiring
on May 31, 2019.
ITEM 3. LEGAL PROCEEDINGS
None.
12
Cemtrex, Inc. and Subsidiaries
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
The Company's Common Stock currently trades on the NASDAQ Capital Markets under the symbol
"CETX".
As of December 11, 2014, there were approximately 818 holders of record of the Company's common
stock as determined from the Company's transfer agent's list. Such list also includes beneficial owners of securities
whose shares are held in the names of various dealers and clearing agencies.
The Company is authorized to issue 20,000,000 shares of common stock, $0.001 par value per share. On
December 11, 2015, there were 7,585,267 shares of common stock issued and outstanding and 1,000,000 shares of
Series A preferred stock issued or outstanding.
On April 3, 2015, our Board of Directors approved a reverse split of our common stock, par value $0.001,
at a ratio of one-for-six. This reverse stock split became effective on April 15, 2015 and, unless otherwise indicated,
all share amounts. Per share data, share prices, exercise prices and conversion rates set forth in this Report and the
accompanying consolidated financial statements have, where applicable, been adjusted retroactively to reflect this
reverse stock split.
On June 25, 2015 the Company’s common stock commenced trading on the NASDAQ Capital Markets
under the symbol “CETX”. Prior to June 25, 2015 the Company's Common Stock traded on the over-the-counter
bulletin board trading system. The price ranges presented below represent the highest and lowest quoted bid prices
during the calendar quarters for 2013, 2014 and 2015 reported by the exchange and converted based on the one-for-
six reverse stock split. The quotes represent prices between dealers and do not reflect mark-ups, markdowns or
commissions and therefore may not necessarily represent actual transactions.
Year
2015
2014
2013
Period
4th Quarter
3rd Quarter
2nd Quarter
1st Quarter
4th Quarter
3rd Quarter
2nd Quarter
1st Quarter
4th Quarter
3rd Quarter
2nd Quarter
1st Quarter
Stock Price
$4.35
$5.40
$4.20
$4.74
$6.24
$6.00
$3.30
$2.58
$0.84
$0.96
$0.96
$1.20
$2.23
$2.70
$2.58
$3.60
$4.38
$3.00
$1.68
$0.84
$0.48
$0.48
$0.54
$0.72
As reported by NASDAQ Capital Markets, on December 11, 2015 the closing sales price of the Company's
Common Stock was $3.16 per share.
Dividend Policy
The Company has not declared or paid any cash dividends on its common stock nor does it anticipate
paying any in the foreseeable future. Furthermore, the Company expects to retain any future earnings to finance its
13
Cemtrex, Inc. and Subsidiaries
operations and expansion. The payment of cash dividends in the future will be at the discretion of its Board of
Directors and will depend upon its earnings levels, capital requirements, any restrictive loan covenants and other
factors the Board considers relevant.
ITEM 6. SELECTED FINANCIAL DATA
Not required for Smaller Reporting Companies
ITEM 7. 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.
Overview
The Company was incorporated on April 27, 1998, in the state of Delaware under the name "Diversified
American Holdings, Inc." The Company subsequently changed its name to "Cemtrex Inc." on December 16, 2004.
Unless the context requires otherwise, all references to “we”, “our”, “us”, “Company”, “registrant”, “Cemtrex” or
“management” refer to Cemtrex, Inc. and its subsidiaries. Cemtrex is a leading diversified technology company that
operates in a wide array of business segments and provides solutions to meet today's industrial and manufacturing
challenges. The Company provides electronic manufacturing services of advanced electronics system assemblies,
provides instruments & emission monitors for industrial processes, and provides industrial air filtration &
environmental control systems.
Cemtrex Inc. ("Cemtrex" or the "Company") is a world leading diversified industrial and manufacturing
company offering a wide array of solutions around the world to meet today’s technological challenges. Cemtrex,
through its wholly owned subsidiaries provides manufacturing services of advanced custom engineered electronic
assemblies, emission monitors & instruments for industrial processes, and environmental control & air filtration
systems for industries & utilities.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The following discussion and analysis is based upon our consolidated financial statements which have been
prepared in accordance with accounting principles generally accepted in the United States of America. The
preparation of our financial statements requires management to make estimates and assumptions that affect the
reported amounts of revenues and expenses, and assets and liabilities during the periods reported. Estimates are used
when accounting for certain items such as revenues, allowances for returns, early payment discounts, customer
discounts, doubtful accounts, employee compensation programs, depreciation and amortization periods, taxes,
inventory values, and valuations of investments, goodwill, other intangible assets and long-lived assets. We base
our estimates on historical experience, where applicable and other assumptions that we believe are reasonable under
the circumstances. Actual results may differ from our estimates under different assumptions or conditions. We
believe that the following critical accounting policies affect our more significant judgments and estimates used in
preparation of our consolidated financial statements.
We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our
customers to make required payments. We base our estimates on the aging of our accounts receivable balances and
our historical write-off experience, net of recoveries.
14
Cemtrex, Inc. and Subsidiaries
We value our inventories at the lower of cost or market. We write down inventory balances for estimated
obsolescence or unmarketable inventory equal to the difference between the cost of the inventory and the estimated
market value based upon assumptions about future demand and market conditions.
Goodwill is reviewed for possible impairment at least annually or more frequently upon the occurrence of
an event or when circumstances indicate that the Company's carrying amount is greater than the fair value. In
accordance with SFAS 142, the Company examined goodwill for impairment and determined that the Company's
carrying amount did not exceed the fair value, thus, there was no impairment.
Generally, sales are recognized when shipments are made to customers. Rebates, allowances for damaged
goods and other advertising and marketing program rebates are accrued pursuant to contractual provisions and
included in accrued expenses. Certain amount of our revenues fall under the percentage-of-completion method of
accounting used for long-term contracts. Under this method, sales and gross profit are recognized as work is
performed based on the relationship between actual costs incurred and total estimated costs at completion. Sales and
gross profit are adjusted prospectively for revisions in estimated total contract costs and contract values. Estimated
losses are recorded when identified.
In countries in which the Company operates, and the functional currency is other than the U.S. dollar,
assets and liabilities are translated using published exchange rates in effect at the consolidated balance sheet date.
Revenues and expenses and cash flows are translated using an approximate weighted average exchange rate for the
period. Resulting translation adjustments are recorded as a component of accumulated other comprehensive income
on the accompanying consolidated balance sheet.
Results of Operations - For the fiscal years ending September 30, 2014 and 2013
Total revenue for the years ended September 30, 2015 and 2014 was $56,887,389 and $47,653,114,
respectively, an increase of $9,234,275, or 19%. Net income for years ended September 30, 2015 and 2014 was
$2,838,116 and $2,668,886, respectively, an increase of $169,230, or 6%. Net income in this period as compared to
the previous one was higher as a result of higher overall sales. Environmental products and systems revenues
increased by $13,979,513 during fiscal 2015 as compared to fiscal 2014 primarily due to increased orders received
by the Company from Southeast Asian markets. Electronics manufacturing services revenues decreased by
$4,745,238 during fiscal 2015 as compared to fiscal 2014 primarily due to the drop in the currency exchange rate
between US Dollar and the Euro.
Gross Profit for the year ended September 30, 2015 was $16,322,570 or 29% of revenues as compared to
gross profit of $15,595,268 or 33% of revenues for the year ended September 30, 2014. The decrease in gross profit
percentage in the year ended September 30, 2015 was a direct result of lower profit margin projects executed during
this period as compared to the prior year. The higher dollar amount of gross profit during fiscal 2015 was due to
higher overall revenue.
Operating expenses for the year ended September 30, 2015 increased $1,239,474 or 10% to $13,821,546
from $12,582,072 for the year ended September 30, 2014. Operating expenses as a percentage of revenue decreased
in the year ended September 30, 2015 to 24% from 26% in the year ended September 30, 2014. The increases in
operating expenses were primarily due to an increase in Company’s overall revenue and acquisition related expenses
incurred by the Company during fiscal year 2015.
Other Income/(Expense)
Interest and other income/(expense) for the fiscal year of 2015 was $338,009 as compared to $(283,348) for
the fiscal year of 2014. The change to income was due primarily to forgiveness of third party debt to ROB Systems.
Provision for Income Taxes
During the fiscal year of 2015 we recorded an income tax provision of $917 compared to $60,962 for the
fiscal year of 2014. The provision for income tax is based upon the projected income tax from the Company’s
various international subsidiaries that are subject to foreign income taxes.
15
Cemtrex, Inc. and Subsidiaries
Net Income
The Company had net income of $2,838,116 or 5% of revenues, for the year ended September 30, 2015 as
compared to a net income of $2,668,886 or 6% of revenues, for the year ended September 30, 2014. Net income for
the year increased, as compared to net income for last year, due to higher overall sales of environmental equipment.
The net income percentage in the period as compared to the previous one was lower as a result of lower sales in
electronic manufacturing.
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 $4,693,904 at September 30, 2015 compared to $5,276,633 at September 30, 2014.
This includes cash and cash equivalent of $1,486,737 at September 30, 2015 and $146,095 at September 30, 2014,
respectively. The decrease in working capital was primarily due to the increase in accounts payable and the issuance
of convertible notes payable.
Accounts receivable increased $732,704 or 18% to $4,771,044 at September 30, 2015 from $4,038,340 at
September 30, 2014. The increased in accounts receivables is attributable to timing of shipments and collection of
accounts receivable.
Inventories increased $99,189 or 2% to $6,369,516 at September 30, 2015 from $6,270,327 at September
30, 2014. The increase in inventories was primarily due to purchase of additional raw materials for production.
Operating activities provided $4,035,463 for the year ended September 30, 2015 compared to using
$2,342,264 of cash for the year ended September 30, 2014. The increase in operating cash flows in fiscal 2015 was
primarily due to profitable operations.
Investment activities used $956,046 of cash during the year ended September 30, 2015 compared to using
$9,289,242 during the year ended September 30, 2014. The use of cash by investing activities in fiscal 2015 was the
result of the purchase of property and equipment, offset by the redemption of short-term investments.
Financing activities used $1,738,775 for the year ended September 30, 2015 as compared to providing
$11,710,638 in the year ended September 30, 2014. Cash flows from financing activities during fiscal 2015 was the
result of payments on affiliated party and bank loans offset by proceeds from convertible notes.
We believe that our cash on hand, cash generated by operations, is sufficient to meet the capital demands of
our current operations during the 2016 fiscal year (ending September 30, 2016). 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.
Outlook
We anticipate that the outlook for our products and services remains fairly strong and we are positioned
well to take advantage of it.
We believe there is currently a gradually increasing public awareness of the issues surrounding air quality
and that this trend will continue for the next several years. We also believe there is an increase in public concern
regarding the effects of air quality on society and future generations, as well as an increase in interest by standards-
making bodies in creating specifications and techniques for detecting, defining and solving air quality problems. As
a result, we believe there will be an increase in interest in our emission monitors, and environmental control
products of subsidiary Griffin Filters.
16
Cemtrex, Inc. and Subsidiaries
This Outlook section, and other portions of this document, include certain "forward-looking statements"
within the meaning of that term in Section 27A of the Securities Act of 1933, and Section 21E of the Securities
Exchange Act of 1934, including, among others, those statements preceded by, following or including the words
"believe," "expect," "intend," "anticipate" or similar expressions. These forward-looking statements are based
largely on the current expectations of management and are subject to a number of assumptions, risks and
uncertainties. Our actual results could differ materially from these forward-looking statements. Important factors to
consider in evaluating such forward-looking statements include those discussed in Item 1A. Risk Factors as well as:
o
o
o
o
the shortage of reliable market data regarding the emission monitoring & air filtration market;
changes in external competitive market factors or in our internal budgeting process which might
impact trends in our results of operations;
anticipated working capital or other cash requirements;
changes in our business strategy or an inability to execute our strategy due to unanticipated
changes in the market;
o product obsolescence due to the development of new technologies; and
o Various competitive factors that may prevent us from competing successfully in the marketplace.
o
In light of these risks and uncertainties, there can be no assurance that the events contemplated by
the forward-looking statements contained in this Form 10-K will in fact occur.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The response to this item is included in "Item 1A Risk Factors."
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements required to be included in this report appear as indexed in the appendix to this
report beginning on page F-1.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There have been no changes in and/or disagreements with Bharat Parikh & Associates, our independent registered
public accountants, on accounting and financial disclosure matters.
ITEM 9A. CONTROLS AND PROCEDURES
Our Chief Executive Officer and Vice President of Finance (the "Certifying Officers") are responsible for
establishing and maintaining disclosure controls and procedures for the Company. The Certifying Officers have
designed such disclosure controls and procedures to ensure that material information is made known to them,
particularly during the period in which this Report was prepared.
Evaluation of Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be
disclosed in our Securities Exchange Act reports is recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our
management, including our chief executive and financial officer, to allow timely decisions regarding required
disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any
17
Cemtrex, Inc. and Subsidiaries
controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of
achieving the desired control objectives, as ours are designed to do, and management necessarily was required to
apply its judgment in evaluating the cost- benefit relationship of possible controls and procedures.
Management's Report on Internal Control Over Financial Reporting
The company's management is responsible for establishing and maintaining adequate "internal control over
financial reporting" (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)). Management evaluates the
effectiveness of the company's internal control over financial reporting using the criteria set forth by the Committee
of Sponsoring Organizations of the Treadway Commission (1992 framework). Management, under the supervision
and with the participation of the company's Chief Executive Officer and Vice President of Finance, assessed the
effectiveness of the company's internal control over financial reporting as of September 30, 2015, and concluded
that it is effective.
This report does not include an attestation report of the Company’s Independent Registered Public
Accounting Firm regarding internal control over financial reporting. Management’s report was not subject to
attestation by the Company’s Independent Registered Public Accounting Firm pursuant to temporary rules of the
Securities and Exchange Commission that permit the Company to provide only Management’s report in this Annual
Report.
As of September 30, 2015, an evaluation was performed under the supervision and with the participation of
our management, including our Chief Executive Officer and Principal Financial Officer, of the effectiveness of the
design and operation of our disclosure controls and procedures. Based upon that evaluation, our Chief Executive
Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective.
Changes in Internal Controls
There have been no changes in the Company's internal controls over financial reporting that occurred
during the Company's last fiscal year to which this report relates that have materially affected, or are reasonably
likely to materially affect, the Company's internal control over financial reporting.
Limitations on the Effectiveness of Controls
A control system, no matter how well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems,
no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within
a company have been detected. The Company's disclosure controls and procedures are designed to provide
reasonable assurance of achieving its objectives. The Company's chief executive officer and principal financial
officer concluded that the Company's disclosure controls and procedures are effective at that reasonable assurance
level.
ITEM 9B. OTHER INFORMATION
Not applicable.
18
Cemtrex, Inc. and Subsidiaries
PART III
The information required by Part III will be included in either an amendment to this Annual Report on
Form 10-K or in our definitive proxy statement for our 2015 annual meeting of stockholders to be filed with the
Commission not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K and
is incorporated herein by reference.
19
Cemtrex, Inc. and Subsidiaries
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Financial Statements
Report of Independent Registered Public Accounting Firm
Audited Consolidated Balance Sheets as of September 30, 2015 and September 30, 2014
Audited Consolidated Statements of Operations for the Years Ended September 30, 2015 and 2014
Audited Consolidated Statements of Stockholders' Equity (Deficit) for the Years Ended September 30, 2015, and
2014
Audited Consolidated Statements of Cash Flows for the Year Ended September 30, 2015 and 2014
Notes to Audited Consolidated Financial Statements
20
Cemtrex, Inc. and Subsidiaries
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly authorized.
December 18, 2015
December 18, 2015
By: /s/ Saagar Govil .
Saagar Govil,
Chairmen of the Board, CEO,
President, & Secretary (Principal Executive Officer)
By: /s/ Renato Dela Rama .
Renato Dela Rama,
Vice President of Finance (Principal Financial Officer)
December 18, 2015
By: /s/ Raju Panjwani >
December 18, 2015
December 18, 2015
December 18, 2015
Raju Panjwani,
Director
By: /s/ Sunny Patel >
Sunny Patel,
Director
By: /s/ Shamik Shah >
Shamik Shah,
Director
By: /s/ Aron Govil
Aron Govil,
Executive Director
21
Cemtrex, Inc. and Subsidiaries
EXHIBIT 31.1
CERTIFICATION PERSUANT TO RULE 13a/15d OF THE SECURITIES AND EXCHANGE ACT OF
1934, AS ADOPTED PERSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Saagar Govil, certify that:
1. I have reviewed this report on Form 10-K of Cemtrex, Inc., for the fiscal year ended September 30, 2015;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to
be designed under our supervision to ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that
occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case
of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonable likely to adversely affect the registrant's ability to record,
process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant
role in the registrant's internal controls over financial reporting.
Date: December 18, 2015
/s/ Saagar Govil
Saagar Govil,
Chief Executive Officer, Principle Executive Officer
Cemtrex, Inc. and Subsidiaries
EXHIBIT 31.2
CERTIFICATION PERSUANT TO RULE 13a/15d OF THE SECURITIES AND EXCHANGE ACT OF
1934, AS ADOPTED PERSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Renato Dela Rama certify that:
1. I have reviewed this report on Form 10-K of Cemtrex, Inc., for the fiscal year ended September 30, 2015;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to
be designed under our supervision to ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that
occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case
of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonable likely to adversely affect the registrant's ability to record,
process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant
role in the registrant's internal controls over financial reporting.
Date: December 18, 2015
/s/ Renato Dela Rama
Renato Dela Rama
Vice President of Finance, Principal Financial Officer
Cemtrex, Inc. and Subsidiaries
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the annual report of Cemtrex, Inc. (the "Company") on Form 10-K for the fiscal year
ended September 30, 2015, as filed with the Securities and Exchange Commission on the date hereof (the "Report"),
I, Saagar Govil, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and
result of operations of the Company.
Dated: December 18, 2015
/s/ Saagar Govil
Saagar Govil,
Chairman of the Board,
Chief Executive Officer,
and Principal Executive Officer
A signed original of this written statement required by Section 906, or other document authenticating,
acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this
written statement has been provided to the Company and will be retained by the Company and furnished to the
Securities and Exchange Commission or its staff upon request.
Cemtrex, Inc. and Subsidiaries
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the annual report of Cemtrex, Inc. (the "Company") on Form 10-K for the fiscal year
ended September 30, 2015, as filed with the Securities and Exchange Commission on the date hereof (the "Report"),
I, Renato Dela Rama, Vice President of Finance of the Company, certify, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:
(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and
result of operations of the Company.
Dated: December 18, 2015
/s/ Renato Dela Rama
Renato Dela Rama,
Vice President of Finance
and Principal Financial Officer
A signed original of this written statement required by Section 906, or other document authenticating,
acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this
written statement has been provided to the Company and will be retained by the Company and furnished to the
Securities and Exchange Commission or its staff upon request
Cemtrex, Inc. and Subsidiaries
Index to the Consolidated Financial Statements
Contents
Page(s)
Reports of Independent Registered Public Accounting Firms F-2
Consolidated Balance Sheets at September 30, 2015 and 2014
F-3
Consolidated Statements of Operations and Comprehensive Income for the Fiscal Years Ended September 30, 2015 and 2014
F- 4
Consolidated Statements of Shareholders' Equity for the Fiscal Years Ended September 30, 2015 and 2014
F-5
Consolidated Statement of Cash Flows for Fiscal Years Ended September 30, 2015 and 2014 F-6
Notes to the Consolidated Financial Statements F-7
Cemtrex, Inc. and Subsidiaries
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of Cemtrex, Inc.
We have audited the consolidated balance sheet of Cemtrex, Inc. (the “Company”) as of September 30, 2015 and
2014 and the related consolidated statements of operations and comprehensive income, shareholders’ equity and
cash flows for the fiscal year then ended. These consolidated financial statements are the responsibility of the
Company’s management. Our responsibility is to express an opinion on these consolidated financial statements
based on our audit.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. The Company is not required to have, nor were
we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal
control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing
the accounting principles used and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the
consolidated financial position of the Company as of September 30, 2015 and 2014 and the consolidated results of
its operations and its cash flows for the fiscal year then ended in conformity with accounting principles generally
accepted in the United States of America.
/s/Bharat Parikh & Associates >
Bharat Parikh & Associates
4940, McDermott Road,
Plano, TX 75024, USA
December 18, 2015
F-2
Cemtrex, Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETS
Assets
September 30,
September 30,
2015
2014
Current assets
Cash and equivalents
Short-term investments
Accounts receivable, net
Inventory, net
Prepaid expenses and other current assets
Total current assets
Property and equipment, net
Goodwill
Other assets
Total Assets
Liabilities & Stockholders' Equity (Deficit)
Current liabilities
Accounts payable
Accrued expenses
Accrued income taxes
Short-term note payable to bank
Convertible notes payable
Current portion of long-term liabilities
Total current liabilities
Long-term liabilities
Loans payable to bank
Mortgage payable
Notes payable - related party
Total liabilities
$ 1,486,737
$ 146,095
-
559,815
4,771,044
4,038,340
6,369,516
6,270,327
893,792
531,262
13,521,089
11,545,839
8,142,523
7,399,096
845,000
845,000
35,630
52,428
$ 22,544,242
$ 19,842,363
$ 4,386,578
$ 2,721,705
309,130
440,436
73,746
62,032
2,129,711
2,355,264
1,274,000
-
654,020
689,769
8,827,185
6,269,206
2,383,815
3,152,935
4,088,618
4,906,922
119,055
1,869,791
15,418,673
16,198,854
Commitments and contingencies
-
-
Stockholders' equity
Preferred stock series A, $0.001 par value, 10,000,000 shares authorized,
1,000,000 shares issued and outstanding, respectively
1,000
1,000
Common stock, $0.001 par value, 20,000,000 shares authorized, 7,158,087
shares issued and outstanding at September 30, 2015 and 6,766,587
shares issued and outstanding at September 30, 2014
7,158
6,767
Additional paid-in capital
Retained earnings
Accumulated other comprehensive loss
Total stockholders' equity
Total liabilities and stockholders' equity
1,020,444
199,562
6,430,855
3,592,739
(333,888)
(156,559)
7,125,569
3,643,509
$
22,544,242
$
19,842,363
The accompanying notes are an integral part of these consolidated financial statements.
F-3
Cemtrex, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
Revenues
Cost of revenues
Gross profit
Operating expenses
General and administrative expenses
Total operating expenses
Operating income
Other income (expense)
Other Income
Interest Expense
Total other income (expense)
Net income before income taxes
Provision for income taxes
Net income
Other comprehensive income/(loss)
Foreign currency translation loss
Comprehensive income
Income Per Share-Basic
Income Per Share-Diluted
For the year ended
September 30,
2015
2014
$
56,887,389
$
47,653,114
40,564,819
32,057,846
16,322,570
15,595,268
13,821,546
13,821,546
2,501,024
12,582,072
12,582,072
3,013,196
834,290
(496,281)
338,009
2,839,033
917
2,838,116
153,516
(436,864)
(283,348)
2,729,848
60,962
2,668,886
(177,329)
2,660,787
$
(156,559)
2,512,327
$
$
$
0.41
0.40
$
$
0.39
0.39
Weighted Average Number of Shares-Basic
Weighted Average Number of Shares-Diluted
6,843,666
7,058,562
6,766,587
6,766,587
The accompanying notes are an integral part of these consolidated financial statements.
F-4
Cemtrex, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
Preferred Stock Series A Par
Common Stock Par
Value $0.001
Value $0.01
Number of
Shares
Amount
Number of
Shares
Amount
Additional
Paid-in
Capital
Retained
Earnings
Accumulated
other
Total
(Accumulated
Deficit)
Comperhensive
Income(loss)
Stockholders'
Equity
1,000,000
$
1,000
6,766,587
$
6,767
$
199,562
$
923,853
$
-
$
1,131,182
$
(156,559)
$
(156,559)
$
2,668,886
$
2,668,886
1,000,000
$
1,000
6,766,587
$
6,767
$
199,562
$
3,592,739
$
(156,559)
$
3,643,509
$
(177,329)
$
(177,329)
16,264
$
16
$
44,251
371,069
$
371
$
763,645
4,167
$
4
$
12,986
$
2,838,116
$
44,267
$
764,016
$
12,990
$
2,838,116
1,000,000
$
1,000
7,158,087
$
7,158
$
1,020,444
$
6,430,855
$
(333,888)
$
7,125,569
Balance at
September 30, 2013
Foreign currency
translations
Net income
Balance at
September 30, 2014
Foreign currency
translations
Stock issued for
employee warrants
Stock issued for
convertible debt
Stock issued for
services
Net income
Balance at
September 30, 2015
The accompanying notes are an integral part of these consolidated financial statements.
F-5
Cemtrex, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
Cash Flows from Operating Activities
2015
2014
For the year ended
September 30,
Net income (loss)
$ 2,838,116
$ 2,668,886
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization
Stock-based compensation
Changes in operating assets and liabilities:
Accounts receivable
Due from related party
Inventory
Prepaid expenses and other assets
Others
Accounts payable
Accrued expenses
Income taxes payable
772,434
494,654
57,257
-
(732,704)
(3,397,076)
-
1,560,522
(99,189)
(6,110,979)
(362,530)
(99,131)
16,798
(48,203)
1,664,873
2,150,220
(131,306)
376,811
11,714
62,032
Net cash provided by (used by) operating activities
4,035,463
(2,342,264)
Cash Flows from Investing Activities
Purchase of property and equipment
Purchase of short-term investment
Redemption of short-term investments
Investment in subsidiary
Net cash used by investing activities
Cash Flows from Financing Activities
Proceeds from affiliated Loan
Payments on affiliated loan
Proceeds from bank loans
Payments on bank loans
Proceeds from convertible notes
(1,515,861)
(2,698,895)
-
(559,815)
559,815
-
-
(6,030,532)
(956,046)
(9,289,242)
-
605,748
(1,750,736)
-
-
11,104,890
(2,026,055)
-
2,038,016
-
Net cash provided by (used by) financing activities
(1,738,775)
11,710,638
Net increase (decrease) in cash
Cash beginning of period
Cash end of period
1,340,642
79,132
146,095
66,963
$ 1,486,737
$ 146,095
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for interest
$ 312,286
$ 333,316
Cash paid during the period for income taxes
$ 5,032
$ 27,873
The accompanying notes are an integral part of these consolidated financial statements.
F-6
Cemtrex, Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – ORGANIZATION AND PLAN OF OPERATIONS
Cemtrex Inc. ("Cemtrex" or the "Company") is a leading diversified technology company offering a range
of products, systems, and solutions in a wide variety of industries around the world to meet today’s industrial and
manufacturing challenges. Cemtrex, through its wholly owned subsidiaries provides electronic manufacturing
services of custom engineered advanced electronics system assemblies, emission monitors & instruments for
industrial processes, and environmental control & air filtration systems for industries & utilities.
Cemtrex, through its Electronics Manufacturing Services (EMS) group, 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, through its Environmental Products and Systems (EPS) group, sells a complete line of air
filtration and environmental control products to a wide variety of industrial and manufacturing industries worldwide.
The Company also manufactures sells, and services monitoring instruments, software and systems for measurement
of emissions of Greenhouse gases, hazardous gases, particulate and other regulated pollutants used in emissions
trading globally as well as for industrial processes. The Company also markets monitoring and analysis equipment
for gas and liquid measurement for various downstream oil & gas applications as well as various industrial process
applications.
Cemtrex, Inc. was incorporated as Diversified American Holding, Inc. on April 27, 1998. On December 16,
2004, the Company changed its name to Cemtrex, Inc.
On October 31, 2013, the Company completed the acquisition of the privately held ROB Group, a leader in
electronics manufacturing solutions located in Neulingen, Germany. The ROB Group, founded in 1989, consisted of
4 distinct operating companies, forming a complete electronics design, manufacturing, assembly, and cabling
solutions provider that serves the electronics and cabling needs of some of the largest companies in the world in the
Medical, Automation, Industrial, and Renewable Energy industries. ROB Group also has a manufacturing facility in
Sibiu, Romania. ROB Cemtrex GmbH now operates as a subsidiary of Cemtrex, Inc. (see NOTE 10).
NOTE 2 – BASIS OF PRESENTATION AND CRITICAL ACCOUNTING POLICIES
Basis of Presentation and Use of Estimates
The Management of the Company is responsible for the selection and use of appropriate accounting
policies and the appropriateness of accounting policies and their application. Critical accounting policies and
practices are those that are both most important to the portrayal of the Company’s financial condition and results and
require management’s most difficult, subjective, or complex judgments, often as a result of the need to make
estimates about the effects of matters that are inherently uncertain. The Company’s significant and critical
accounting policies and practices are disclosed below as required by generally accepted accounting principles.
Basis of Presentation
The accompanying consolidated financial statements and related notes have been prepared in accordance
with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Fiscal Year-End
The Company elected September 30 as its fiscal year-end date.
Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions
F-7
Cemtrex, Inc. and Subsidiaries
The preparation of financial statements in conformity with accounting principles generally accepted in the
United States of America requires management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities at the date(s) of the financial statements and
the reported amounts of revenues and expenses during the reporting period(s).
Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the
levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such
matters to change and (b) the impact of the estimate on financial condition or operating performance is material. The
Company’s critical accounting estimates and assumptions affecting the financial statements were:
i.
ii.
iii.
iv.
Allowance for doubtful accounts : Management’s estimate of the allowance for doubtful accounts is based
on historical sales, historical loss levels, and an analysis of the collectability of individual accounts; and
general economic conditions that may affect a client’s ability to pay. The Company evaluated the key
factors and assumptions used to develop the allowance in determining that it is reasonable in relation to the
financial statements taken as a whole;
Inventory Obsolescence and Markdowns : The Company’s estimate of potentially excess and slow-moving
inventories is based on evaluation of inventory levels and aging, review of inventory turns and historical
sales experiences. The Company’s estimate of reserve for inventory shrinkage is based on the historical
results of physical inventory cycle counts;
Fair value of long-lived assets : Fair value is generally determined using the asset’s expected future
discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be
recoverable, but the newly determined remaining estimated useful lives are shorter than originally
estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining
estimated useful lives. The Company considers the following to be some examples of important indicators
that may trigger an impairment review:
i.
ii.
iii.
iv.
v.
vi.
significant under-performance or losses of assets relative to expected historical or projected future
operating results;
significant changes in the manner or use of assets or in the Company’s overall strategy with
respect to the manner or use of the acquired assets or changes in the Company’s overall business
strategy;
significant negative industry or economic trends;
increased competitive pressures;
a significant decline in the Company’s stock price for a sustained period of time; and
regulatory changes. The Company evaluates acquired assets for potential impairment indicators at
least annually and more frequently upon the occurrence of such events.
Valuation allowance for deferred tax assets: Management assumes that the realization of the Company’s
net deferred tax assets resulting from its net operating loss (“NOL”) carry–forwards for Federal income tax
purposes that may be offset against future taxable income was not considered more likely than not and
accordingly, the potential tax benefits of the net loss carry- forwards are offset by a full valuation
allowance. Management made this assumption based on (a) the Company has incurred recurring losses, (b)
general economic conditions, and (c) its ability to raise additional funds to support its daily operations by
way of a public or private offering, among other factors.
These significant accounting estimates or assumptions bear the risk of change due to the fact that there are
uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to
measure or value.
Management bases its estimates on historical experience and on various assumptions that are believed to be
reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form
the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from
other sources.
Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing
currently available information, changes in facts and circumstances, historical experience and reasonable
assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly.
Actual results could differ from those estimates.
F-8
Cemtrex, Inc. and Subsidiaries
Principles of Consolidation
The Company applies the guidance of Topic 810 “Consolidation” of the FASB Accounting Standards
Codification to determine whether and how to consolidate another entity. Pursuant to ASC Paragraph 810-10-15-10
all majority-owned subsidiaries—all entities in which a parent has a controlling financial interest—shall be
consolidated except (1) when control does not rest with the parent, the majority owner; (2) if the parent is a broker-
dealer within the scope of Topic 940 and control is likely to be temporary; (3) consolidation by an investment
company within the scope of Topic 946 of a non-investment-company investee. Pursuant to ASC Paragraph 810-
10-15-8 the usual condition for a controlling financial interest is ownership of a majority voting interest, and,
therefore, as a general rule ownership by one reporting entity, directly or indirectly, of more than 50 percent of the
outstanding voting shares of another entity is a condition pointing toward consolidation. The power to control may
also exist with a lesser percentage of ownership, for example, by contract, lease, agreement with other stockholders,
or by court decree. The Company consolidates all less-than-majority-owned subsidiaries, if any, in which the
parent’s power to control exists.
The Company's consolidated subsidiaries and/or entities are as follows:
Name of consolidated
subsidiary or entity
State or other jurisdiction of
incorporation or organization
Date of incorporation or
formation (date of acquisition, if applicable)
Attributable
interest
Griffin Filters, LLC
ROB Cemtrex GmbH
Cemtrex Ltd
ROB Systems, Srl.
Cemtrex India (Pvt) Ltd.
New York
Germany
Hong Kong
Romania
India
September 6,2005 (April 30,2007)
August 15, 2013 (October 31, 2013)
September 4, 2013
November 1, 2013
April 10, 2009
100%
100%
100%
100%
100%
The consolidated financial statements include all accounts of the Company and its wholly-owned
subsidiary as of the reporting period end dates and for the reporting periods then ended.
All inter-company balances and transactions have been eliminated.
Fair Value of Financial Instruments
The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for
disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting
Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph
820-10-35-37 establishes a framework for measuring fair value in generally accepted accounting principles (GAAP),
and expands disclosures about fair value measurements. To increase consistency and comparability in fair value
measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes
the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy
gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the
lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-
37 are described below:
Level 1 - Quoted market prices available in active markets for identical assets or liabilities as of the
reporting date.
Level 2 - Pricing inputs other than quoted prices in active markets included in Level 1, which are either
directly or indirectly observable as of the reporting date.
Level 3 - Pricing inputs that are generally observable inputs and not corroborated by market data.
F-9
Cemtrex, Inc. and Subsidiaries
Financial assets are considered Level 3 when their fair values are determined using pricing models,
discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is
unobservable.
The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for
identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the
financial assets and liabilities fall within more than one level described above, the categorization is based on the
lowest level input that is significant to the fair value measurement of the instrument.
The carrying amounts of the Company’s financial assets and liabilities, such as cash, prepaid expenses and
accounts payable, approximate their fair values because of the short maturity of these instruments.
Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the
requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with
related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to
those that prevail in arm's-length transactions unless such representations can be substantiated.
Fair Value of Non-Financial Assets or Liabilities Measured on a Recurring Basis
The Company’s non-financial assets include inventories. The Company identifies potentially excess and
slow-moving inventories by evaluating turn rates, inventory levels and other factors. Excess quantities are
identified through evaluation of inventory aging, review of inventory turns and historical sales experiences. The
Company provides lower of cost or market reserves for such identified excess and slow- moving inventories. The
Company establishes a reserve for inventory shrinkage, if any, based on the historical results of physical inventory
cycle counts.
Carrying Value, Recoverability and Impairment of Long-Lived Assets
The Company has adopted paragraph 360-10-35-17 of the FASB Accounting Standards Codification for its
long-lived assets. The Company’s long-lived assets, which include property and equipment and intangible assets, are
reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable.
The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted
net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining
estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the
carrying amount over the fair value of those assets. Fair value is generally determined using the asset’s expected
future discounted cash flows or market value, if readily determinable. When long-lived assets are determined to be
recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net
book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives.
The Company considers the following to be some examples of important indicators that may trigger an
impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected
future operating results; (ii) significant changes in the manner or use of assets or in the Company’s overall strategy
with respect to the manner or use of the acquired assets or changes in the Company’s overall business strategy; (iii)
significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the
Company’s stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates
acquired assets for potential impairment indicators at least annually and more frequently upon the occurrence of
such events.
The key assumptions used in management’s estimates of projected cash flow deal largely with forecasts of
sales levels, gross margins, and operating costs of the manufacturing facilities. These forecasts are typically based
on historical trends and take into account recent developments as well as management’s plans and intentions. Any
difficulty in manufacturing or sourcing raw materials on a cost effective basis would significantly impact the
projected future cash flows of the Company’s manufacturing facilities and potentially lead to an impairment charge
for long-lived assets. Other factors, such as increased competition or a decrease in the desirability of the Company’s
F-10
Cemtrex, Inc. and Subsidiaries
products, could lead to lower projected sales levels, which would adversely impact cash flows. A significant change
in cash flows in the future could result in an impairment of long lived assets.
The impairment charges, if any, is included in operating expenses in the accompanying statements of
operations.
Cash Equivalents
The Company considers all highly liquid investments with maturities of three months or less at the time of
purchase to be cash equivalents.
Short-term Investments
The Company’s short-term investments consist of certificates of deposit with original maturities of greater
than three months. They are bought and held principally for the purpose of selling them in the near-term and are
classified as trading securities. Trading securities are recorded at fair value on the consolidated balance sheets in
current assets, with the change in fair value during the year recorded in earnings.
Accounts Receivable and Allowance for Doubtful Accounts
Accounts receivable are recorded at the invoiced amount, net of an allowance for doubtful accounts. The
Company follows paragraph 310-10-50-9 of the FASB Accounting Standards Codification to estimate the allowance
for doubtful accounts. The Company performs on-going credit evaluations of its customers and adjusts credit limits
based upon payment history and the customer’s current credit worthiness, as determined by the review of their
current credit information; and determines the allowance for doubtful accounts based on historical write-off
experience, customer specific facts and general economic conditions that may affect a client’s ability to pay.
Pursuant to paragraph 310-10-50-2 of the FASB Accounting Standards Codification account balances are
charged off against the allowance after all means of collection have been exhausted and the potential for recovery is
considered remote. The Company has adopted paragraph 310-10-50-6 of the FASB Accounting Standards
Codification and determine when receivables are past due or delinquent based on how recently payments have been
received.
Outstanding account balances are reviewed individually for collectability. The allowance for doubtful
accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts
receivable. Bad debt expense is included in general and administrative expenses, if any.
The Company has $65,002 and $68,101 allowance for doubtful accounts at September 30, 2015 and 2014,
respectively.
The Company does not have any off-balance-sheet credit exposure to its customers at September 30, 2015
or 2014.
Inventory and Cost of Goods Sold
Inventory Valuation
The Company values inventory, consisting of finished goods, at the lower of cost or market . Cost is
determined on the first-in and first- out (“FIFO”) method. The Company reduces inventory for the diminution of
value, resulting from product obsolescence, damage or other issues affecting marketability, equal to the difference
between the cost of the inventory and its estimated market value. Factors utilized in the determination of estimated
market value include (i) current sales data and historical return rates, (ii) estimates of future demand, and (iii)
competitive pricing pressures.
Inventory Obsolescence and Markdowns
The Company evaluates its current level of inventory considering historical sales and other factors and,
based on this evaluation, classify inventory markdowns in the income statement as a component of cost of goods
F-11
Cemtrex, Inc. and Subsidiaries
sold pursuant to Paragraph 420-10-S99 of the FASB Accounting Standards Codification to adjust inventory to net
realizable value. These markdowns are estimates, which could vary significantly from actual requirements if future
economic conditions, customer demand or competition differ from expectations.
There was $148,967 in inventory obsolescence at September 30, 2015 and 2014.
Property and Equipment
Property and equipment is recorded at cost. Expenditures for major additions and betterments are
capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation of property and equipment
is computed by the straight-line method (after taking into account their respective estimated residual values) over the
estimated useful lives of the respective assets.
Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are
removed from the accounts and any gain or loss is reflected in statements of operations.
Leases
Lease agreements are evaluated to determine whether they are capital leases or operating leases in
accordance with paragraph 840-10-25-1 of the FASB Accounting Standards Codification (“Paragraph 840-10-25-
1”). Pursuant to Paragraph 840-10-25-1 A lessee and a lessor shall consider whether a lease meets any of the
following four criteria as part of classifying the lease at its inception under the guidance in the Lessees Subsection of
this Section (for the lessee) and the Lessors Subsection of this Section (for the lessor): a. Transfer of ownership. The
lease transfers ownership of the property to the lessee by the end of the lease term . This criterion is met in situations
in which the lease agreement provides for the transfer of title at or shortly after the end of the lease term in exchange
for the payment of a nominal fee, for example, the minimum required by statutory regulation to transfer title. b.
Bargain purchase option . The lease contains a bargain purchase option. c. Lease term. The lease term is equal to 75
percent or more of the estimated economic life of the leased property. d. Minimum lease payments . The present
value at the beginning of the lease term of the minimum lease payments, excluding that portion of the payments
representing executory costs such as insurance, maintenance, and taxes to be paid by the lessor, including any profit
thereon, equals or exceeds 90 percent of the excess of the fair value of the leased property to the lessor at lease
inception over any related investment tax credit retained by the lessor and expected to be realized by the lessor. In
accordance with paragraphs 840-10- 25-29 and 840-10-25-30, if at its inception a lease meets any of the four lease
classification criteria in Paragraph 840-10-25-1, the lease shall be classified by the lessee as a capital lease; and if
none of the four criteria in Paragraph 840-10-25-1 are met, the lease shall be classified by the lessee as an operating
lease. Pursuant to Paragraph 840-10- 25-31 a lessee shall compute the present value of the minimum lease payments
using the lessee's incremental borrowing rate unless both of the following conditions are met, in which circumstance
the lessee shall use the implicit rate: a.) It is practicable for the lessee to learn the implicit rate computed by the
lessor. b.) The implicit rate computed by the lessor is less than the lessee's incremental borrowing rate. Capital
lease assets are depreciated on a straight line method, over the capital lease assets estimated useful lives consistent
with the Company’s normal depreciation policy for tangible fixed assets. Interest charges are expensed over the
period of the lease in relation to the carrying value of the capital lease obligation.
Operating leases primarily relate to the Company’s leases of office spaces. When the terms of an operating
lease include tenant improvement allowances, periods of free rent, rent concessions, and/or rent escalation amounts,
the Company establishes a deferred rent liability for the difference between the scheduled rent payment and the
straight-line rent expense recognized, which is amortized over the underlying lease term on a straight-line basis as a
reduction of rent expense.
The Company has adopted Subtopic 350-30 of the FASB Accounting Standards Codification for intangible
assets other than goodwill. Under the requirements, the Company amortizes the acquisition costs of intangible assets
other than goodwill on a straight-line basis over their estimated useful lives, the terms of the exclusive licenses
and/or agreements, or the terms of legal lives of the intangible assets , whichever is shorter . Upon becoming fully
amortized, the related cost and accumulated amortization are removed from the accounts.
Related Parties
F-12
Cemtrex, Inc. and Subsidiaries
The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the
identification of related parties and disclosure of related party transactions.
Pursuant to Section 850-10-20 the related parties include a. affiliates of the Company; b. entities for which
investments in their equity securities would be required, absent the election of the fair value option under the Fair
Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c.
trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the
trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties
with which the Company may deal if one party controls or can significantly influence the management or operating
policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own
separate interests; and g. other parties that can significantly influence the management or operating policies of the
transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence
the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own
separate interests.
The financial statements shall include disclosures of material related party transactions, other than
compensation arrangements, expense allowances, and other similar items in the ordinary course of business.
However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial
statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s)
involved b. description of the transactions, including transactions to which no amounts or nominal amounts were
ascribed, for each of the periods for which income statements are presented, and such other information deemed
necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of
transactions for each of the periods for which income statements are presented and the effects of any change in the
method of establishing the terms from that used in the preceding period; and d. amounts due from or to related
parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of
settlement.
Commitment and Contingencies
The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report
accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are
issued, which may result in a loss to the Company but which will only be resolved when one or more future events
occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves
an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the
Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of
any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected
to be sought therein.
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the
amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s
consolidated financial statements. If the assessment indicates that a potential material loss contingency is not
probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent
liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which
case the guarantees would be disclosed. Management does not believe, based upon information available at this
time, that these matters will have a material adverse effect on the Company’s consolidated financial position, results
of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect
the Company’s business, financial position, and results of operations or cash flows.
Revenue Recognition
The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for
revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company
considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive
evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the
customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.
F-13
Cemtrex, Inc. and Subsidiaries
The Company derives its revenues from sales of its products, with revenues being generated upon the
shipment of merchandise. Persuasive evidence of an arrangement is demonstrated via sales invoice or contract; the
sales price to the customer is fixed upon acceptance of the signed purchase order or contract and there is no separate
sales rebate, discount, or volume incentive.
Shipping and Handling Costs
The Company accounts for shipping and handling fees in accordance with paragraph 605-45-45-19 of the
FASB Accounting Standards Codification. While amounts charged to customers for shipping products are included
in revenues, the related costs are classified in cost of goods sold as incurred.
Income Tax Provision
The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards
Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax
consequences of events that have been included in the financial statements or tax returns. Under this method,
deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets
and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.
Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than
not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary differences are expected to be recovered
or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Consolidated
Statements of Income and Comprehensive Income in the period that includes the enactment date.
The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-
10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed
on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may
recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be
sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits
recognized in the financial statements from such a position should be measured based on the largest benefit that has
a greater than fifty (50) percent likelihood of being realized upon ultimate settlement. Section 740-10-25 also
provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim
periods and requires increased disclosures.
The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are
reported in the accompanying consolidated balance sheets, as well as tax credit carry-backs and carry-forwards. The
Company periodically reviews the recoverability of deferred tax assets recorded on its consolidated balance sheets
and provides valuation allowances as management deems necessary.
Management makes judgments as to the interpretation of the tax laws that might be challenged upon an
audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple
taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for
income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates,
additional allowances or reversals of reserves may be necessary.
Uncertain Tax Positions
The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities
or benefits pursuant to the provisions of Section 740-10-25 for the fiscal year ended September 30, 2015 or 2014.
Net Income (Loss) per Common Share
Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting
Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the
weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per
common share is computed by dividing net income (loss) by the weighted average number of shares of common
F-14
Cemtrex, Inc. and Subsidiaries
stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution
that could occur from common shares issuable through contingent share arrangements, stock options and warrants.
There were 67,569 and zero potentially dilutive common shares outstanding for the fiscal years ended
September 30, 2015 or 2014, respectively.
Foreign Currency Translation Gain and Comprehensive Income (Loss)
In countries in which the Company operates, and the functional currency is other than the U.S. dollar,
assets and liabilities are translated using published exchange rates in effect at the consolidated balance sheet date.
Revenues and expenses and cash flows are translated using an approximate weighted average exchange rate for the
period. Resulting translation adjustments are recorded as a component of accumulated other comprehensive income
on the accompanying consolidated balance sheet. For the years ending September 30, 2015 and September 30, 2014,
comprehensive income includes losses of $177,329 and $156,559, respectively, which were entirely from foreign
currency translation.
Cash Flows Reporting
The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash
flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or
financing activities and provides definitions of each category, and uses the indirect or reconciliation method
(“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to
report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating
activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of
expected future operating cash receipts and payments and (b) all items that are included in net income that do not
affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign
currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate
changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and
ending balances of cash and cash equivalents and separately provides information about investing and financing
activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB
Accounting Standards Codification.
Subsequent Events
The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification
for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the
financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the
Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as
through filing them on EDGAR.
Reclassifications
Certain reclassifications have been made to prior period amounts to conform to the current period
presentation.
Recently Issued Accounting Pronouncements
In April 2015, the FASB issued ASU No. 2015-03, Interest - "Imputation of Interest (Subtopic 835-30):
Simplifying the Presentation of Debt Issuance Costs." The guidance requires debt issuance costs related to a
recognized debt liability be presented on the balance sheet as a direct deduction from the carrying amount of that
debt liability, consistent with the presentation for debt discounts. The recognition and measurement guidance for
debt issuance costs are not affected by the amendments in this ASU. In August 2015, the FASB issued ASU No.
2015-15, Interest-Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt
Issuance Costs Associated with Line-of-Credit Arrangements - Amendments to SEC Paragraphs Pursuant to Staff
Announcements at the June 2015 EITF Meeting. ASU 2015-15 amends Subtopic 835-30 to include that the SEC
would not object to the deferral and presentation of debt issuance costs as an asset and subsequent amortization of
F-15
Cemtrex, Inc. and Subsidiaries
debt issuance costs over the term of the line-of-credit arrangement, whether or not there are any outstanding
borrowings on the line-of-credit arrangement. This guidance is effective for fiscal years and interim periods within
those years beginning after December 15, 2015, and must be applied on a retrospective basis with early adoption
permitted. The adoption is not expected to have a material impact on the Company’s Consolidated Financial
Statements.
In July 2015, the FASB issued ASU No. 2015-12, "Plan Accounting—Defined Benefit Pension Plans
(Topic 960), Defined Contribution Pension Plans (Topic 962) Health and Welfare Benefit Plans (Topic 965)". There
are three parts to the ASU that aim to simplify the accounting and presentation of plan accounting. Part I of this
ASU requires fully benefit-responsive investment contracts to be measured at contract value instead of the current
fair value measurement. Part II of this ASU requires investments (both participant-directed and nonparticipant-
directed investments) of employee benefit plans be grouped only by general type, eliminating the need to
disaggregate the investments in multiple ways. Part III of this ASU provides a similar measurement date practical
expedient for employee benefit plans as available in ASU No. 2015-04, which allows employers to measure defined
benefit plan assets on a month-end date that is nearest to the year’s fiscal year-end when the fiscal period does not
coincide with a month-end. Parts I and II of the new guidance should be applied on a retrospective basis. Part III of
the new guidance should be applied on a prospective basis. This ASU is effective for fiscal years beginning after
December 15, 2015, and for interim periods within those fiscal years. The adoption is not expected to have a
material impact on the Company’s Consolidated Financial Statements.
In July 2015, the FASB issued ASU No. 2015-11, "Simplifying the Measurement of Inventory," which
amends ASC 330, Inventory. This ASU simplifies the subsequent measurement of inventory by using only the lower
of cost and net realizable value. This guidance is effective for fiscal years and interim periods within those years
beginning after December 15, 2016, and must be applied on a retrospective basis with early adoption permitted. The
adoption is not expected to have a material impact on the Company’s Consolidated Financial Statements.
In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805): "Simplifying
the Accounting for Measurement-Period Adjustments," which eliminates the requirement for an acquirer in a
business combination to account for measurement-period adjustments retrospectively. Under this ASU, acquirers
must recognize measurement-period adjustments in the period in which they determine the amounts, including the
effect on earnings of any amounts they would have recorded in previous periods if the accounting had been
completed at the acquisition date. This guidance is effective for fiscal years beginning after December 15, 2016,
with early adoption permitted. The Company does not anticipate the adoption of this standard will have a material
impact on its Consolidated Financial Statements.
Management does not believe that any other recently issued, but not yet effective accounting
pronouncements, if adopted, would have a material effect on the accompanying financial statements.
NOTE 3 – 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 following tables present information about the Company’s assets measured at fair value as
of September 30, 2015 and September 30, 2014:
F-16
Cemtrex, Inc. and Subsidiaries
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Balance
as of
September 30,
2015
Assets
Investment in certificates of deposit
(included in short-term investments)
$ -
$ -
$ -
$ -
$ -
$ -
$ -
$ -
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Observable
Inputs
(Level 3)
Balance
as of
September 30,
2014
Assets
Investment in certificates of deposit
(included in short-term investments)
$ 559,815
$ -
$ -
$ 559,815
$ 559,815
$ -
$ -
$ 559,815
NOTE 4 – ACCOUNTS RECEIVABLE, NET
Accounts receivable, net consists of the following:
Accounts receivable
Allowance for doubtful accounts
September 30,
2015
$
4,836,046
(65,002)
4,771,044
September 30,
2014
$
4,106,441
(68,101)
4,038,340
$
$
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 5 – INVENTORY, NET
Inventory, net of reserves, consist of the following:
Raw materials
Work in progress
Finished goods
September 30,
September 30,
2015
2014
$
3,345,432
$
3,449,501
1,306,906
1,866,145
6,518,483
1,254,013
1,715,780
6,419,294
Less: Allowance for inventory obsolescence
(148,967)
$
(148,967)
Inventory –net of allowance for inventory obsolescence
$
6,369,516
$
6,270,327
F-17
Cemtrex, Inc. and Subsidiaries
NOTE 6 – PROPERTY AND EQUIPMENT
Property and equipment are summarized as follows:
The Company completed the annual impairment test of property and equipment and determined that there
was no impairment as the fair value of property and equipment, substantially exceeded their carrying values at
September 30, 2015. Depreciation and amortization of property and equipment totaled approximately $772,434 and
$494,654 for fiscal years ended September 30, 2015 and 2014, respectively.
NOTE 7 – PREPAID AND OTHER CURRENT ASSETS
On September 30, 2015 the Company had prepaid and other current assets consisting of prepayments on
inventory purchases of $120,296 and other current assets of $773,496 and on September 30, 2014 had $531,262, of
prepayments on inventory purchases.
NOTE 8 – CONVERTIBLE NOTES PAYABLE
As of September 30, 2015 the Company has the following unsecured convertible notes, issued on the dates
listed, to various unrelated third parties outstanding.
The use of the proceeds from the notes issued is for growth capital and planned acquisitions. As per the
terms of these convertible notes the Company has reserved 1,500,000 shares (post reverse split basis) representing
approximately six times the actual shares that would be issued upon conversion of all the notes.
As of September 30, 2015, 371,069 shares of the Company’s common stock have been issued to satisfy
$658,000 of convertible notes payable.
NOTE 9 – LONG-TERM LIABILITIES
Loan payable to bank
On October 31, 2013, the company acquired a term loan from Sparkasse Bank of Germany in the amount
of €3,000,000 ($4,006,500, based upon exchange rate on October 31, 2013) in order to fund the purchase of ROB
F-18
Cemtrex, Inc. and Subsidiaries
Cemtrex GmbH. $3,133,286 of the proceeds went to direct purchase of ROB Cemtrex GmbH and $873,214 funded
beginning operations. This loan carries interest of 4.95% per annum and is payable on October 30, 2021.
On October 31, 2013, the company acquired a working capital credit line from Sparkasse Bank of Germany
in the amount of €1,000,000 ($1,335,500, based upon exchange rate on October 31, 2013) in order to further fund
the operations of ROB Cemtrex GmbH. This loan carries interest of 4.00% per annum and is renewable every year.
In February of 2014 and in May of 2014 the Company increased this credit line by €500,000 at each instance to a
total of €2,000,000.
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
€4,000,000 ($5,500,400 based upon the exchange rate on March 1, 2014). This mortgage carries interest of 3.00%
and is payable over 17 years.
On May 28, 2014 the Company financed an upgrade of the information technology infrastructure for ROB
Cemtrex GmbH. The purchase was fully financed through a term loan Sparkasse Bank of Germany for €200,000
($272,840 based upon the exchange rate on May 28, 2014). This loan carries interest of 4.50% and is payable over 4
years.
Loan payable to Shareholder
Please see Note 11 – Related Party Transactions for details on loans payable to Ducon Technologies, Inc..
NOTE 10 – BUSINESS COMBINATION
On October 31, 2013, the Company completed the acquisition of the privately held ROB Group, a leader in
electronics manufacturing solutions located in Neulingen, Germany. The ROB Group, founded in 1989, consisted of
4 distinct operating companies, forming a complete electronics design, manufacturing, assembly, and cabling
solutions provider that serves the electronics and cabling needs of some of the largest companies in the world in the
Medical, Automation, Industrial, and Renewable Energy industries. ROB Group also has a manufacturing facility in
Sibiu, Romania. ROB Cemtrex GmbH now operates as a subsidiary of Cemtrex, Inc..
The operating results of ROB Cemtrex GmbH from October 31, 2013 to September 30, 2014 are included
in the accompanying Consolidated Statement of Operations. The Consolidated Balance Sheet as of September 30,
2014 reflects the acquisition of ROB Cemtrex GmbH, effective October 31, 2013. The acquisition date fair value of
the total consideration transferred was $5.936 million, which consisted of the following:
Loan from bank
Loan from related party
Total Purchase Price
3,133,286
2,803,012
5,936,298
$
In accordance with Accounting Standards Codification ("ASC") 805, Business Combinations ("ASC 805"),
the total purchase consideration is allocated to the net tangible and identifiable intangible assets acquired and
liabilities assumed based on their estimated fair values as of October 31, 2013 (the acquisition date). The purchase
price was allocated based on the information currently available, and may be adjusted after obtaining more
information regarding, among other things, asset valuations, liabilities assumed, and revisions of preliminary
estimates.
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at
the acquisition date:
F-19
Cemtrex, Inc. and Subsidiaries
Inventories
Property and Equipment
Other long-term assets
Net assets acquired
$
4,941,350
981,593
13,355
$
5,936,298
NOTE 11 – RELATED PARTY TRANSACTIONS
The Company has Notes payable to Ducon Technologies Inc., totaling $119,055 and $1,869,791 at
September 30, 2015 and September 30, 2014, respectively. These notes are unsecured and carry 5% interest per
annum.
NOTE 12 – SHAREHOLDERS’ EQUITY
Series A Preferred Stock
The Company is authorized to issue 10,000,000 shares of Series A Preferred Stock, $0.001 par value. As of
September 30, 2015 and September 30, 2014, there were 1,000,000 shares issued and outstanding, respectively.
Each issued and outstanding Series A Preferred Share shall be entitled to the number of votes equal to the
result of: (i) the number of shares of common stock of the Company issued and outstanding at the time of such vote
multiplied by 1.01; divided by (ii) the total number of Series A Preferred Shares issued and outstanding at the time
of such vote, at each meeting of shareholders of the Company with respect to any and all matters presented to the
shareholders of the Company for their action or consideration, including the election of directors. Holders of Series
A Preferred Shares shall vote together with the holders of Common Shares as a single class.
During the year ending September 30, 2015 and 2014, the Company did not issue any Series A Preferred
Stock.
Common Stock
On April 3, 2015, our Board of Directors approved a reverse split of our common stock, par value $0.001,
at a ratio of one-for-six. This reverse stock split became effective on April 15, 2015 and, unless otherwise indicated,
all share amounts. Per share data, share prices, exercise prices and conversion rates set forth in this Report and the
accompanying consolidated financial statements have, where applicable, been adjusted retroactively to reflect this
reverse stock split.
On June 25, 2015 the Company’s common stock commenced trading on the NASDAQ Capital Markets
under the symbol “CETX”.
The Company is authorized to issue 20,000,000 shares of common stock, $0.001 par value. As of
September 30, 2015 and September 30, 2014, there were 7,158,087 and 6,766,587 shares issued and outstanding,
respectively.
During the year ending September 30, 2015 the company issued 391,500 shares of Common Stock. During
the year ended September 30, 2014 the Company did not issue any Common Stock.
During the year ending September 30, 2014 the company issued stock options for 100,000 shares to three
key executives of ROB Cemtrex GmbH. These options have a call price of $1.80 per share, vest over four years,
and expire after six years. During the year ended September 30, 2015 16,264 shares of common stock were issued in
relation to these options.
During the year ending September 30, 2015 the company issued 371,069 shares of common stock to satisfy
$658,000 of convertible notes payable (see NOTE 8).
F-20
NOTE 13 – COMMITMENTS AND CONTINGENCIES
Cemtrex, Inc. and Subsidiaries
The Company’s Environmental Products and Services Group leases (i) approx. 5,000 sq. ft. of office and
warehouse space in Liverpool, New York from a third party in a five year lease at a monthly rent of $2,200 expiring
on March 31, 2018, (ii) approximately 2000 square feet of office on a month to month rental from a third party in
Hong Kong at a monthly rental of $4,133.00 and (iii) approximately 1500 square feet of office on a month to month
rental from a third party in Navi Mumbai, India at a monthly rental of $600.00.
The Company through its Electronics Manufacturing Services Group owns a 70,000 sq. ft. manufacturing
building in Neulingen, Germany which has a 17 year 3.00% interest mortgage with monthly mortgage payments of
€25,000, through March 2031. The Electronics Manufacturing Services Group also rents a 10,000 sq. ft.
manufacturing facility in Sibiu, Romania from a third party in a ten year lease at a monthly rent of €8,000 expiring
on May 31, 2019.
NOTE 14 – INCOME TAX PROVISION
The Company accounts for income taxes under the provisions of FASB ASC 740, “Income Taxes”,
formerly referenced as SFAS No.109, “Accounting for Income Taxes”. Under the provisions of FASB ASC 740,
deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between
their financial statement carrying values and their respective tax bases. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the enactment date.
Significant judgment is required in determining any valuation allowance recorded against deferred tax
assets. In assessing the need for a valuation allowance, the Company considers all available evidence including past
operating results, estimates of future taxable income, and the feasibility of tax planning strategies. In the event that
the Company changes its determination as to the amount of deferred tax assets that can be realized, the Company
will adjust its valuation allowance with a corresponding impact to the provision for income taxes in the period in
which such determination is made.
The provision for income taxes is as follows:
Current taxes payable
Federal
State
Foreign
Deferred tax asset:
Deferred tax valuation allowance
Total
September 30, 2015
September 30, 2014
$
5,594
$
14,048
5,506
(10,183)
-
-
13,825
34,159
-
-
$
917
$
62,032
F-21
Reconciliation of the federal statutory income tax rate to the effective income tax rate is as follows:
Cemtrex, Inc. and Subsidiaries
U.S. statutory rate
State income taxes (net of federal benefit)
Permanent differences
Benefit of net operating loss carry-forward
Effective rate
For the Fiscal Year
For the Fiscal Year
Ended
Ended
September 30, 2015
September 30, 2014
34.00%
9.00
(42.97)
0.00
0.03%
34.00%
9.00
(37.40)
0.00
5.60%
At September 30, 2015 and 2014, the Company has no net operating loss carryovers.
NOTE 15 – SUBSEQUENT EVENTS
On October 23, 2015, the Company issued a convertible note to an unrelated third party, in the amount of
$515,000 which has twelve (12) month maturity, carries a 5% per annum interest rate and can be converted into
Company’s common stock at a conversion price equaling 75% of the market price after six months from the date of
issuance at the holder’s option.
On November 04, 2015, the Company issued a convertible note to another unrelated third party in the
amount of $500,000 which has twelve (12) month maturity, carries a 10% per annum interest rate and can be
converted into Company’s common stock at a conversion price equaling 75% of the market price after six months
from the date of issuance at the holder’s option.
From October 1, 2015 to December 11, 2015, the company issued 369,265 shares of common stock
pursuant to the conversion of $574,000 of convertible notes.
On December 15, 2015 Company acquired Advanced Industrial Services Inc. and its affiliate subsidiary
company based in York, Pennsylvania for purchase price of approximately $7,500,000, and acquisition related
expenses of $476,340. The purchase price was paid with $5,000,000 in cash, $1,500,000 in a seller's note, and
$1,000,000 in the form of 315,458 shares of Cemtrex restricted Common Stock. AIS averaged approximately $23
million in annual revenue and $2.4 million in annual normalized EBITDA over the two calendar years 2013 and
2014. The Company worked with a local bank to finance the $5.25 million self-amortizing, seven (7) year term loan
and $3.5 million working capital credit line for the transaction. The loans carry annual interest rates of 30 day
LIBOR plus 2.25 and 2.0 respectively. The seller’s note is for 3 years at 6%.
F-22