UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES ACT OF 1934
For the quarterly period ended March 31,
2015
OR
¨ TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES ACT OF 1934
For the transition period from ___________to
____________
Commission File Number 000-53238
CEMTREX, INC.
(Exact name of small business issuer as specified
in its charter)
Delaware |
30-0399914 |
(State or other jurisdiction of incorporation or
organization) |
(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)
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.
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions
of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2
of the Exchange Act.
Large accelerated filer |
Accelerated filer |
Non-accelerated filer |
Smaller reporting company x |
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Indicate the number of shares outstanding of
each of the issuer’s classes of common stock, as of the latest practicable date: As of May 6, 2015 the issuer had 6,779,209 shares
of common stock issued and outstanding after a six to one reverse stock split effective April 15, 2015.
Table of Contents
CEMTREX, INC. AND SUBSIDIARIES
INDEX
Part I. Financial Information
Item 1. Financial Statements
Cemtrex, Inc. and Subsidiaries
Consolidated Balance Sheets
(Unaudited)
| |
March 31, | | |
September 30, | |
| |
2015 | | |
2014 | |
Assets | |
| | |
| |
Current assets | |
| | | |
| | |
Cash and equivalents | |
$ | 503,788 | | |
$ | 146,095 | |
Short-term investments | |
| - | | |
| 559,815 | |
Trade receivables, net | |
| 3,915,061 | | |
| 4,038,340 | |
Inventory –net of allowance for inventory obsolescence | |
| 6,229,439 | | |
| 6,270,327 | |
Prepaid expenses and other assets | |
| 1,663,610 | | |
| 531,262 | |
Total current assets | |
| 12,311,898 | | |
| 11,545,839 | |
| |
| | | |
| | |
Property and equipment, net | |
| 7,178,152 | | |
| 7,399,096 | |
Goodwill | |
| 845,000 | | |
| 845,000 | |
Other | |
| 34,605 | | |
| 52,428 | |
Total
Assets | |
$ | 20,369,655 | | |
$ | 19,842,363 | |
| |
| | | |
| | |
Liabilities & Stockholders' Equity (Deficit) | |
| | | |
| | |
Current liabilities | |
| | | |
| | |
Accounts payable | |
$ | 3,528,911 | | |
$ | 2,721,705 | |
Accrued expenses | |
| 606,611 | | |
| 440,436 | |
Accrued income taxes | |
| 57,000 | | |
| 62,032 | |
Convertible notes payable | |
| 858,000 | | |
| - | |
Current portion of long-term liabilities | |
| 570,786 | | |
| 689,769 | |
Total current liabilities | |
| 5,621,308 | | |
| 3,913,942 | |
| |
| | | |
| | |
Long-term liabilities | |
| | | |
| | |
Loans payable to bank | |
| 4,547,708 | | |
| 5,508,199 | |
Mortgage payable | |
| 4,073,429 | | |
| 4,906,922 | |
Notes payable - related party | |
| 1,210,585 | | |
| 1,869,791 | |
Total liabilities | |
| 15,453,030 | | |
| 16,198,854 | |
| |
| | | |
| | |
Commitments and contingencies | |
| - | | |
| - | |
| |
| | | |
| | |
Stockholders' equity (deficit) | |
| | | |
| | |
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, 60,000,000 shares authorized, 40,746,705 | |
| | | |
| | |
shares issued and outstanding at March 31, 2015 and 40,599,129 | |
| | | |
| | |
shares issued and outstanding at September 30, 2014 | |
| 40,747 | | |
| 40,599 | |
Additional paid-in capital | |
| 228,855 | | |
| 165,730 | |
Retained earnings (accumulated deficit) | |
| 5,071,184 | | |
| 3,592,739 | |
Accumulated other comprehensive income (loss) | |
| (425,161 | ) | |
| (156,559 | ) |
Total stockholders' equity (deficit) | |
| 4,916,625 | | |
| 3,643,509 | |
Total
liabilities and stockholders' equity (deficit) | |
$ | 20,369,655 | | |
$ | 19,842,363 | |
The accompanying notes are an integral
part of these financial statements
Cemtrex, Inc. and Subsidiaries
Consolidated Statements of Operations and
Comprehensive Income/(Loss)
(Unaudited)
| |
For the three months ended | | |
For the six months ended | |
| |
March 31, | | |
March 31, | |
| |
2015 | | |
2014 | | |
2015 | | |
2014 | |
| |
| | |
| | |
| | |
| |
Revenues | |
$ | 14,330,940 | | |
$ | 11,548,572 | | |
$ | 28,173,729 | | |
$ | 20,512,952 | |
| |
| | | |
| | | |
| | | |
| | |
Cost of revenues | |
| 10,086,432 | | |
| 7,503,446 | | |
| 19,906,164 | | |
| 13,643,088 | |
| |
| | | |
| | | |
| | | |
| | |
Gross profit | |
| 4,244,508 | | |
| 4,045,126 | | |
| 8,267,565 | | |
| 6,869,864 | |
| |
| | | |
| | | |
| | | |
| | |
Operating expenses | |
| | | |
| | | |
| | | |
| | |
General and administrative | |
| 3,446,935 | | |
| 3,212,987 | | |
| 7,068,757 | | |
| 5,580,048 | |
Total operating expenses | |
| 3,446,935 | | |
| 3,212,987 | | |
| 7,068,757 | | |
| 5,580,048 | |
Operating income (loss) | |
| 797,573 | | |
| 832,139 | | |
| 1,198,808 | | |
| 1,289,816 | |
| |
| | | |
| | | |
| | | |
| | |
Other income (expense) | |
| | | |
| | | |
| | | |
| | |
Other Income (expense) | |
| 452,060 | | |
| 38,314 | | |
| 509,609 | | |
| 56,823 | |
Interest Expense | |
| (189,460 | ) | |
| (88,838 | ) | |
| (330,072 | ) | |
| (143,196 | ) |
Total other income (expense) | |
| 262,600 | | |
| (50,524 | ) | |
| 179,537 | | |
| (86,373 | ) |
| |
| | | |
| | | |
| | | |
| | |
Net income (loss) before income taxes | |
| 1,060,173 | | |
| 781,615 | | |
| 1,378,345 | | |
| 1,203,443 | |
Provision for income taxes | |
| (21,400 | ) | |
| 12,000 | | |
| (100,100 | ) | |
| 17,276 | |
Net income (loss) | |
| 1,081,573 | | |
| 769,615 | | |
| 1,478,445 | | |
| 1,186,167 | |
| |
| | | |
| | | |
| | | |
| | |
Other comprehensive income/(loss) | |
| | | |
| | | |
| | | |
| | |
Foreign currency translation gain/(loss) | |
| (182,659 | ) | |
| 212,026 | | |
| (268,602 | ) | |
| 126,083 | |
Comprehensive income/(loss) | |
$ | 898,914 | | |
$ | 981,641 | | |
$ | 1,209,843 | | |
$ | 1,312,250 | |
| |
| | | |
| | | |
| | | |
| | |
Income (Loss) Per Share-Basic | |
$ | 0.03 | | |
$ | 0.02 | | |
$ | 0.04 | | |
$ | 0.03 | |
Income (Loss) Per Share-Diluted | |
$ | 0.03 | | |
$ | 0.02 | | |
$ | 0.04 | | |
$ | 0.03 | |
| |
| | | |
| | | |
| | | |
| | |
Weighted Average Number of Shares-Basic | |
| 40,733,549 | | |
| 40,599,129 | | |
| 40,681,523 | | |
| 40,599,129 | |
Weighted Average Number of Shares-Diluted | |
| 40,734,036 | | |
| 40,599,129 | | |
| 40,792,795 | | |
| 40,599,129 | |
The accompanying notes are an integral
part of these financial statements
Cemtrex, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
| |
For the six months ended | |
| |
March 31, | |
| |
2015 | | |
2014 | |
Cash Flows from Operating Activities | |
| | |
| |
| |
| | |
| |
Net income (loss) | |
$ | 1,478,445 | | |
$ | 1,186,167 | |
Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
Depreciation and amortization | |
| 370,981 | | |
| 132,955 | |
Share-based compensation | |
| 63,273 | | |
| - | |
Changes in operating assets and liabilities: | |
| | | |
| | |
Trade receivables | |
| 123,279 | | |
| (2,504,745 | ) |
Due from related party | |
| | | |
| (78,982 | ) |
Inventory | |
| 40,888 | | |
| (1,884,895 | ) |
Prepaid expenses and other assets | |
| (1,132,348 | ) | |
| (806,264 | ) |
Others | |
| 17,823 | | |
| (15,030 | ) |
Accounts payable | |
| 807,206 | | |
| 2,342,083 | |
Accrued expenses | |
| 166,175 | | |
| 307,465 | |
Income taxes payable | |
| (5,032 | ) | |
| 20,721 | |
Net
cash provided by (used by) operating activities | |
| 1,930,690 | | |
| (1,300,525 | ) |
| |
| | | |
| | |
Cash Flows from Investing Activities | |
| | | |
| | |
Purchase of property and equipment | |
| (150,037 | ) | |
| (5,946,756 | ) |
Purchase of short-term investment | |
| | | |
| (860,531 | ) |
Redemtion of short-term investments | |
| 559,815 | | |
| - | |
Investment in subsidiary | |
| - | | |
| (6,270,173 | ) |
Net
cash provided by (used by) investing activities | |
| 409,778 | | |
| (13,077,460 | ) |
| |
| | | |
| | |
Cash Flows from Financing Activities | |
| | | |
| | |
Proceeds from affiliated Loan | |
| - | | |
| 3,355,163 | |
Payments on affiliated loan | |
| (659,206 | ) | |
| - | |
Proceeds from bank loans | |
| - | | |
| 11,463,561 | |
Payments on bank loans | |
| (2,181,569 | ) | |
| - | |
Proceeds from convertible notes | |
| 858,000 | | |
| - | |
Net
cash provided by (used by) financing activities | |
| (1,982,775 | ) | |
| 14,818,724 | |
| |
| | | |
| | |
Net increase (decrease) in cash | |
| 357,693 | | |
| 440,739 | |
Cash beginning of period | |
| 146,095 | | |
| 66,963 | |
Cash
end of period | |
$ | 503,788 | | |
$ | 507,702 | |
| |
| | | |
| | |
Supplemental Disclosure of Cash Flow Information: | |
| | | |
| | |
Cash paid during the period for interest | |
$ | 96,737 | | |
$ | - | |
| |
| | | |
| | |
Cash paid during the period for income taxes | |
$ | 5,032 | | |
$ | - | |
The accompanying notes are an integral
part of these financial statements
Cemtrex Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 – ORGANIZATION AND PLAN OF OPERATIONS
Cemtrex Inc. ("Cemtrex"
or the "Company") is a diversified international company offering a range of products, systems, and solutions in a wide
variety of industries around the world to meet today’s technological challenges. Cemtrex, through its wholly owned subsidiaries
provides electronic manufacturing services of custom engineered printed circuit board 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 group, sells
a complete line of air filtration and environmental control products to a wide variety of industrial and manufacturing industries
worldwide. The group 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 accompanying unaudited
financial information should be read in conjunction with the audited consolidated financial statements and the notes thereto included
in the Annual Report on Form 10-K for the year ended September 30, 2014 (“2014 Annual Report”) of Cemtrex Inc.
(“Cemtrex” or the “Company”). A summary of the Company’s significant accounting policies is identified
in Note 1 of the notes to the consolidated financial statements included in the Company’s 2014 Annual Report. There have
been no changes in the Company’s significant accounting policies subsequent to September 30, 2014.
The accompanying unaudited
consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the Unites
States (“US GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation
S-X pursuant to the requirements of the U.S. Securities and Exchange Commission (‘SEC”). Accordingly, they do not include
all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In
the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation
have been included. The results of operations for the interim periods are not necessarily indicative of the results of operations
for the entire year.
The preparation of financial
statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts
of assets and liabilities as of the date of the consolidated financial statements, the disclosure of contingent assets and liabilities
in the consolidated financial statements and the accompanying notes, and the reported amounts of revenues, expenses and cash flows
during the periods presented. Actual amounts and results could differ from those estimates. The estimates and assumptions the Company
makes are based on historical factors, current circumstances and the experience and judgment of the Company's management. The Company
evaluates its estimates and assumptions on an ongoing basis.
The consolidated financial
statements of the Company include the accounts of its 100% owned subsidiaries, Griffin Filters LLC, Cemtrex Ltd., and ROB Cemtrex
GmbH. All significant intercompany balances and transactions have been eliminated.
Significant Accounting Policies
Note 2 of the Notes to
Consolidated Financial Statements, included in the annual report on Form 10-K for the year ended September 30, 2014, includes a
summary of the significant accounting policies used in the preparation of the consolidated financial statements.
Reclassifications
Certain reclassifications
have been made to prior period amounts to conform to the current period presentation.
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 March 31, 2015 and
March 31, 2014:
| |
Quoted Prices | | |
Significant | | |
| | |
| |
| |
in Active | | |
Other | | |
Significant | | |
Balance | |
| |
Markets for | | |
Observable | | |
Unobservable | | |
as of | |
| |
Identical Assets | | |
Inputs | | |
Inputs | | |
March 31, | |
| |
(Level 1) | | |
(Level 2) | | |
(Level 3) | | |
2015 | |
Assets | |
| | | |
| | | |
| | | |
| | |
Investment in certificates of deposit | |
| | | |
| | | |
| | | |
| | |
(included in short-term investments) | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
| |
| | | |
| | | |
| | | |
| | |
| |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
| |
Quoted Prices | | |
Significant | | |
| | |
| |
| |
in Active | | |
Other | | |
Significant | | |
Balance | |
| |
Markets for | | |
Observable | | |
Observable | | |
as of, | |
| |
Identical Assets | | |
Inputs | | |
Inputs | | |
March 31, | |
| |
(Level 1) | | |
(Level 2) | | |
(Level 3) | | |
2014 | |
Assets | |
| | | |
| | | |
| | | |
| | |
Investment in certificates of deposit | |
| | | |
| | | |
| | | |
| | |
(included in short-term investments) | |
$ | 860,531 | | |
$ | - | | |
$ | - | | |
$ | 860,531 | |
| |
| | | |
| | | |
| | | |
| | |
| |
$ | 860,531 | | |
$ | - | | |
$ | - | | |
$ | 860,531 | |
NOTE 4 – TRADE RECEIVABLES, NET
Trade receivables, net
consist of the following:
| |
March 31, | | |
September 30, | |
| |
2015 | | |
2014 | |
Trade receivables | |
$ | 3,979,097 | | |
$ | 4,106,441 | |
Allownce for doubful accounts | |
| (64,036 | ) | |
| (68,101 | ) |
| |
$ | 3,915,061 | | |
$ | 4,038,340 | |
Trade receivables 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:
| |
March 31, | | |
September 30, | |
| |
2015 | | |
2014 | |
Raw materials | |
$ | 3,280,366 | | |
$ | 3,449,501 | |
Work in progress | |
| 1,180,395 | | |
| 1,254,013 | |
Finished goods | |
| 1,917,645 | | |
| 1,715,780 | |
| |
| 6,378,406 | | |
| 6,419,294 | |
| |
| | | |
| | |
Less: Allowance for inventory obsolencence | |
| (148,967 | ) | |
$ | (148,967 | ) |
Inventory –net of allowance for inventory obsolescence | |
$ | 6,229,439 | | |
$ | 6,270,327 | |
NOTE 6 – PROPERTY AND EQUIPMENT
Property and equipment
are summarized as follows:
| |
March 31, | | |
September 30, | |
| |
2015 | | |
2014 | |
Land | |
| 1,156,340 | | |
$ | 1,065,500 | |
Building | |
| 3,810,104 | | |
| 4,387,880 | |
Furniture and office equipment | |
| 525,351 | | |
| 316,715 | |
Computer software | |
| 204,297 | | |
| 46,619 | |
Machinery and equipment | |
| 2,541,803 | | |
| 2,234,423 | |
| |
| 8,237,895 | | |
| 8,051,137 | |
| |
| | | |
| | |
Less: Acumulated depreciation | |
| (1,059,743 | ) | |
| (652,041 | ) |
Property and equipment, net | |
| 7,178,152 | | |
$ | 7,399,096 | |
NOTE 7 – PREPAID AND OTHER CURRENT ASSETS
On March 31, 2015 the Company
had prepaid and other current assets consisting of prepayments on inventory purchases of $1,093,270, the current year income tax
benefit of $100,100 and other current assets of $470,240. On March 31, 2014 the company had prepaid and other current assets consisting
of prepayments on inventory purchases of $1,143,137 and other current assets of $95,258.
NOTE 8 – CONVERTIBLE NOTES PAYABLE
On the dates listed
below the Company issued unsecured convertible notes to various unrelated third parties, in the aggregate amount of $658,000.
| · | November 3, 2014 for $204,000 |
| · | December 30, 2014 for $154,000 |
| · | February 6, 2015 for $150,000 |
| · | March 24, 2015 for $150,000 |
Each convertible note
matures in nine (9) months with an interest rate of 8% per annum, and can be converted into Company’s common stock at a conversion
price equaling 65% of the market price only after six months from the date of issuance at the holder’s option.
Additionally, the Company
issued an unsecured convertible note to an unrelated third party, in the amount of $200,000 on March 26, 2015. The twelve (12)
month maturity note carries an interest rate of 10% per annum, and can be converted into Company’s common stock at a conversion
price equaling 70% of the market price only after six months from the date of issuance at the holder’s option.
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.
NOTE 9 – LONG-TERM LIABILITIES
Loans payable to bank
On October 31, 2013, the
company acquired a loan from Sparkasse Bank of Germany in the amount of €3,000,000 ($4,006,500, based upon exchange rate on
October 31, 2013) in order to fund the purchase of ROB Cemtrex GmbH. $2,799,411 of the proceeds went to direct purchase of ROB
Cemtrex GmbH and $1,207,089 funded beginning operations. This loan carries interest of 4.95% per annum and is payable on October
30, 2021.
On October 31, 2013, the
company acquired a loan 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 payable on October 30, 2015. 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 May 28, 2014 the Company
financed an upgrade of the information technology infrastructure for ROB Cemtrex GmbH. The purchase was fully financed through
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.
Mortgage payable
On March 1, 2014 the Company
completed the purchase of the building that ROB Cemtrex GmbH occupies in Neulingen, Germany. The purchase was fully financed through
Sparkasse Bank of Germany for €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.
Notes payable – related party
Please see Note 11 –
Related Party Transactions for details on notes 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 acquisition date fair
value of the total consideration transferred was $5.936 million, which consisted of the following:
Loan from bank | |
| 3,133,286 | |
Loan from related party | |
| 2,803,012 | |
Total Purchase Price | |
$ | 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:
Inventories | |
$ | 4,941,350 | |
Property and Equipment | |
| 981,593 | |
Other long-term assets | |
| 13,355 | |
Net assets acquired | |
$ | 5,936,298 | |
NOTE 11 – RELATED PARTY TRANSACTIONS
The Company has Notes payable
to Ducon Technologies Inc., totaling $1,210,585 and $1,186,608 at March 31, 2015 and September 30, 2014, respectively. These notes
are unsecured and carry 5% interest per annum.
NOTE 12 – STOCKHOLDERS’ 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 March 31, 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 three month
period ending March 31, 2015 and 2014, the Company did not issue any Series A Preferred Stock.
Common Stock
The Company is authorized
to issue 60,000,000 shares of common stock, $0.001 par value. As of March 31, 2015 there were 40,746,706 shares issued and outstanding
and at September 30, 2014, there were 40,599,129 shares issued and outstanding. Please see Note 15 – Subsequent Events regarding
the reverse stock split.
During the three and six
month periods ended March 31, 2015 the Company issued 97,576 and 147,576 shares of common stock, respectively, related to the stock
options discussed below. During the three and six month periods ended March 31, 2014, the Company did not issue any common stock.
During the fiscal year
ended September 30, 2014 the company granted stock options for 600,000 shares to employees of the Company. These options have a
call price of $0.30 per share, vest over four years, and expire after six years. As of March 31, 2015, 147,576 shares have been
exercised and none have expired or have been cancelled.
NOTE 13 – COMMITMENTS AND CONTIGENCIES
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.
The Company’s subsidiary
Griffin Filters LLC leases 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.
The Company’s subsidiary
ROB Cemtrex GmbH owns and has a 17 year 3.00% interest mortgage on their 70,000 sq. ft. building in Neulingen, Germany. Monthly
mortgage payments are €25,000 through March 2031.
The Company’s subsidiary Cemtrex Ltd.
leases approximately 600 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.
NOTE 14 – RECENTLY ISSUED ACCOUNTING
STANDARDS
The Company has implemented
all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the consolidated
financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements
that have been issued that might have a material impact on its financial position or results of operations.
NOTE 15 - SUBSEQUENT EVENTS
Reverse stock split
On April 3, 2015 Cemtrex,
Inc. (the “Company”) adopted a Shareholder Resolution to permit the Company’s Board of Directors, in its sole
discretion, to file a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended
(the “Charter Amendment”), to effect a 1-for-6 reverse split of the outstanding shares of the Company’s common
stock (the “Reverse Stock Split”) in preparation for up listing its common stock on NASDAQ, capital markets exchange.
On April 3, 2015, the Company
filed the Charter Amendment with the Delaware Secretary of State to effect the Reverse Stock Split. As a result, every six outstanding
shares of the Company’s common stock combined automatically into one share of common stock. Each stockholder’s percentage
ownership in the Company and proportional voting power remains unchanged after the Reverse Stock Split, except for minor changes
and adjustments resulting from the treatment of fractional shares.
On April 14, 2015, the
Company announced that it had effected the Reverse Stock Split and that trading in its common stock on a split-adjusted basis would
begin on the morning of April 15, 2015 in preparation for up listing its common stock on NASDAQ, capital markets exchange.
Departure and appointment of directors
On April 2, 2015 Ravi Narayan
and on April 22, 2015 Renato DelaRama resigned their roles as Board Members. They will continue to serve the company in their operational
positions as Vice President of Business Development and Vice President of Finance, respectively.
On April 22, 2015 the Board
of Directors (the “Board”) of Cemtrex, Inc. (the “Company”) appointed Raju
Panjwani and Sunny Patel to the Board effective immediately. Both new Directors have been appointed to the Company’s
Audit Committee.
The Board has determined
that both Raju Panjwani and Sunny Patel satisfy the definition of “independent directors” and the requirements for
service on the Board's Audit Committee under the Nasdaq listing standards.
Item 2. Management’s Discussion and Analysis of Financial
Condition and Results of Operations
Except for historical
information contained in this report, the matters discussed are forward-looking statements that involve risks and uncertainties.
When used in this report, words such as “anticipates”, “believes”, “could”, “estimates”,
“expects”, “may”, “plans”, “potential” and “intends” and similar expressions,
as they relate to the Company or its management, identify forward-looking statements. Such forward-looking statements are based
on the beliefs of the Company’s management, as well as assumptions made by and information currently available to the Company’s
management. Among the factors that could cause actual results to differ materially are the following: the effect of business and
economic conditions; the impact of competitive products and their pricing; unexpected manufacturing or supplier problems; the Company’s
ability to maintain sufficient credit arrangements; changes in governmental standards by which our environmental control products
are evaluated and the risk factors reported from time to time in the Company’s SEC reports, including its recent report on
Form 10-K. The Company undertakes no obligation to update forward-looking statements as a result of future events or developments.
General Overview
Cemtrex Inc. ("Cemtrex"
or the "Company") is a diversified international company offering a range of products, systems, and solutions in a wide
variety of industries around the world to meet today’s technological challenges. Cemtrex, through its wholly owned subsidiaries
provides electronic manufacturing services of custom engineered printed circuit board 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 group, sells
a complete line of air filtration and environmental control products to a wide variety of industrial and manufacturing industries
worldwide. The group 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).
Critical Accounting
Policies and Estimates
Our discussion and analysis
of our financial condition and results of operations are based upon the accompanying unaudited condensed consolidated financial
statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“U.S.
GAAP”). The preparation of financial statements in conformity with U.S. GAAP requires management to make judgments, estimates
and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses, and the related disclosures at the
date of the financial statements and during the reporting period. Although these estimates are based on our knowledge of current
events, our actual amounts and results could differ from those estimates. The estimates made are based on historical factors, current
circumstances, and the experience and judgment of our management, who continually evaluate the judgments, estimates and assumptions
and may employ outside experts to assist in the evaluations.
Certain of our accounting
policies are deemed “critical”, as they are both most important to the financial statement presentation and require
management’s most difficult, subjective or complex judgments as a result of the need to make estimates about the effect of
matters that are inherently uncertain. For a discussion of our critical accounting policies, see “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended September
30, 2014.
Results of Operations - For the three months ending March 31,
2015 and 2014
Total revenue for the three
months ended March 31, 2015 and 2014 was $14,330,940 and $11,548,572, respectively, an increase of $2,782,368, or 24%. Net income
for the three months ended March 31, 2015 and 2014 was $1,081,573 and $769,615, respectively, an increase of $278,558, or 36%.
Net income in the second quarter increased, as compared to net income in the same period last year, due to higher sales in the
Environmental products and systems group.
Revenues
Environmental products
and systems revenues for three months ended March 31, 2015 increased by $3,136,815 or 78%, to $7,145,244 from $4,008,429 for the
three months ended March 31, 2014. The increase was primarily due to an increased demand for environmental products and services
in foreign Asian markets.
Electronics manufacturing
services revenues for three months ended March 31, 2015 decreased by 354,447 or 5% to $7,185,696 from $7,540,143 for the three
months ended March 31, 2014. The primary reason for decreased sales was due to the decline in exchange rate of the Euro vs US Dollar.
Additionally, the sales were lower due to the timing of shipments of in-house orders during this quarter as compared to the similar
quarter a year ago.
Gross Profit
Gross Profit for the three
months ended March 31, 2015 was $4,244,508 or 30% of revenues as compared to gross profit of $4,045,126 or 35% of revenues for
the three months ended March 31, 2014. The decrease in gross profit percentage in the three months ended March 31, 2015 was a direct
result of lower profit margin jobs shipped during this period as compared to the same quarter in the prior year.
Operating Expenses
Operating
expenses for the three months ended March 31, 2015 increased $233,948 or 7% to $3,446,935 from $3,212,987 for the three months
ended March 31, 2014. Operating expenses as a percentage of revenue decreased to 24% for the three month periods ended March 31,
2015 compared to 28% for the three month period ended March 31, 2014. The increases in operating expenses were primarily due to
increases in salaries and fringe benefits, depreciation expense related to the ROB building and additional legal and accounting
expenses.
Other Income/(Expense)
Interest and other income/(expense)
for the second quarter of fiscal 2015 was $262,600 as compared to $(50,524) for the second quarter of fiscal 2014. The income was
due primarily to forgiveness of some debt in the Electronics manufacturing group.
Provision for Income Taxes
During the second quarter
of fiscal 2015 we recorded an income tax benefit of $21,400 compared to an income tax provision accrual of $12,000 for the second
quarter of fiscal 2014. The provision for income tax is based upon the projected income tax from the Company’s various U.S.
and international subsidiaries that are subject to income taxes.
Net Income/Loss
The Company had net income
of $1,081,573 or 8% of revenues, for the three month period ended March 31, 2015 as compared to a net income of $769,615 or 7%
of revenues, for the three months ended March 31, 2014. Net income in the second quarter increased, as compared to net income in
the same period last year, due largely to higher sales in the Environmental equipment and services group and the forgiveness of
debt in the Electronic manufacturing group.
Results of Operations - For the six months ending March 31, 2015
and 2014
Total revenue for the six
months ended March 31, 2015 and 2014 was $28,173,129 and $20,512,592, respectively, an increase of $7,660,777, or 37%. Net income
for the six months ended March 31, 2015 and 2014 was $1,478,445 and $1,186,167, respectively, an increase of $292,278, or 28%.
Net income in the first six months of fiscal 2015 increased, as compared to net income in the same period last year, due to higher
sales in the Environmental products and systems group.
Revenues
Environmental products
and systems revenues for six months ended March 31, 2015 increased by $7,964,891 or 122%, to $14,484,833 from $6,519,922 for the
six months ended March 31, 2014. The increase was primarily due to an increased demand for environmental products and services
in foreign Asian markets.
Electronics manufacturing
services revenues for six months ended March 31, 2015 decreased by 304,114 or 2% to $13,688,846 from $13,992,960 for the six months
ended March 31, 2014. The primary reason for decreased sales was due to the decline in exchange rate of the Euro vs US Dollar.
Additionally, the sales were lower due to the timing of shipments of in-house orders during this quarter as compared to the similar
quarter a year ago.
Gross Profit
Gross Profit for the six
months ended March 31, 2015 was $8,267,565 or 29% of revenues as compared to gross profit of $6,869,864 or 33% of revenues for
the six months ended March 31, 2014. The increase in gross profit dollars was due to higher sales in the Environmental products
and systems group. The decrease percentage in the six months ended March 31, 2015 was a direct result of lower profit margin jobs
shipped during this period as compared to the same quarter in the prior year.
Operating Expenses
Operating
expenses for the six months ended March 31, 2015 increased $1,488,709 or 27% to $7,068,757 from $5,580,048 for the six months ended
March 31, 2014. Operating expenses as a percentage of revenue decreased to 25% for the six month periods ended March 31, 2015 as
compared to 27% for the six months ended March 31, 2014. The increases in operating expenses were primarily due to increases in
salaries and fringe benefits, depreciation expense related to the ROB building and additional legal and accounting expenses.
Other Income/(Expense)
Interest and other income/(expense)
for the first and second quarters of fiscal 2015 was $179,537 as compared to $(86,373) for the first and second quarters of fiscal
2014. The income was due primarily to forgiveness of some debt in the Electronics manufacturing group.
Provision for Income Taxes
During the first and second
quarters of fiscal 2015 we recorded an income tax benefit of $100,100 compared to an income tax provision accrual of $17,276 for
the first and second quarters of fiscal 2014. The provision for income tax is based upon the projected income tax from the Company’s
various U.S. and international subsidiaries that are subject to income taxes.
Net Income/Loss
The Company had net income
of $1,478,445 or 5% of revenues, for the six month period ended March 31, 2015 as compared to a net income of $1,186,167 or 6%
of revenues, for the six months ended March 31, 2014. Net income in the first and second quarters increased, as compared to net
income in the same period last year, due largely to higher sales in the Environmental equipment and services group and the forgiveness
of debt in the Electronic manufacturing group.
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 $6,690,590 at March 31, 2015 compared to $7,631,897 at September 30, 2014. This includes cash and cash equivalents
of $503,788 at March 31, 2015 and $146,095 at September 30, 2014, respectively. The decrease in working capital was primarily due
to decreases in short-term investments, trade receivables, inventory, property and equipment, other current assets, accrued income
taxes, and current portion of long-term liabilities, loans payable to bank, and mortgage payable offset by increases in cash and
equivalents, prepaid expenses and other current assets, accounts payable, and accrued expenses.
Trade receivables decreased
$123,729 or 3% to $3,915,061 at March 31, 2015 from $4,038,340 at September 30, 2014. The decrease in trade receivables is attributable
to the timing of shipments of in-house orders and collection of trade receivables.
Inventories decreased $40,888
or 1% to $6,229,439 at March 31, 2015 from $6,270,327 at September 30, 2014. The decrease in inventories was due to timing management
of purchases for in-house orders.
Operating activities provided
$1,930,690 of cash for the six months ended March 31, 2015 compared to using cash of $1,300,525 of cash for the six months ended
March 31, 2014. The increase in operating cash flows was primarily due to the increase of trade payables during the six months
ended March 31, 2015.
Investment activities provided
$409,778 of cash for the six months ended March 31, 2015 compared to using cash of $13,077,460 during the six month period ended
March 31, 2014. Investing activities were primarily driven by the redemption of short-term investments offset by the purchase of
property and equipment.
Financing activities used
$1,982,775 of cash for the six month period ended March 31, 2015 as compared to providing cash of $14,818,724 in the six month
period ended March 31, 2014. Financing activities were primarily driven by payments on bank loans offset by proceeds from convertible
notes payable.
We believe that our cash
on hand, cash generated by operations, is sufficient to meet the capital demands of our current operations during the 2015 fiscal
year (ending September 30, 2015). 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.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures reporting
as promulgated under the Exchange Act is defined as controls and procedures that are designed to ensure that information required
to be disclosed by us in the reports that we file or submit under the Exchange Act are recorded, processed, summarized and reported
within the time periods specified in the SEC rules and forms. Disclosure controls and procedures include without limitation, controls
and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the
Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and Vice
President of Finance (“VPF”), or persons performing similar functions, as appropriate to allow timely decisions regarding
required disclosure.
Our CEO and our VPF have evaluated the effectiveness
of the design and operation of our disclosure controls and procedures as of March 31, 2015 and have concluded that the Company’s
disclosure controls and procedures were effective as of March 31, 2015.
Changes in Internal Control Over Financial
Reporting
There was no change in
the Company’s internal control over financial reporting during the Company’s last fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Part II Other Information
Item 6. Exhibits
31.1 |
Certification of Chief Executive Officer as required by Rule 13a-14 or 15d-14 of the Exchange Act, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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31.2 |
Certification of Vice President of Finance and Principal Financial Officer as required by Rule 13a-14 or 15d-14 of the Exchange Act, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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32.1 |
Certification of Chief Executive Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act 0f of 2002. |
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32.2 |
Certification of Vice President of Finance and Principal Financial Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act 0f of 2002. |
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101.INS |
XBRL Instance Document |
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101.SCH |
XBRL Taxonomy Extension Schema |
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101.CAL |
XBRL Taxonomy Extension Calculation Linkbase |
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101.DEF |
XBRL Taxonomy Extension Definition Linkbase |
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101.LAB |
XBRL Taxonomy Extension Label Linkbase |
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101.PRE |
XBRL Taxonomy Extension Presentation Linkbase |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Cemtrex, Inc. |
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Dated: May 11, 2015 |
By: |
/s/Saagar Govil . |
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Saagar Govil |
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Chief Executive Officer |
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Dated: May 11, 2015 |
/s/Renato Dela Rama . |
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Renato Dela Rama |
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Vice President of Finance |
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and Principal Financial Officer |
EXHIBIT 31.1
CERTIFICATION
PURSUANT TO RULE 13a/15d OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF
2002
I, Saagar Govil, certify that:
| 1. | I have reviewed this report on Form 10-Q of Cemtrex, Inc. and subsidiaries (the “registrant); |
| 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 reasonably 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 control over financial reporting. |
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/s/Saagar Govil . |
|
Saagar Govil |
|
Chief Executive Officer |
|
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Dated: May 11, 2015 |
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EXHIBIT 31.2
CERTIFICATION
PURSUANT TO RULE 13a/15d OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT 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-Q of Cemtrex, Inc. and subsidiaries (the “registrant); |
| 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 reasonably 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 control over financial reporting. |
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/s/Renato Dela Rama . |
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Renato Dela Rama |
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Vice President of Finance
and Principal Financial Officer |
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Dated: May 11, 2015 |
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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 quarterly report of
Cemtrex, Inc. (the “Company”) on Form 10-Q for the quarter ended March 31, 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. |
|
/s/ Saagar Govil. |
|
Saagar Govil |
|
Chief Executive Officer |
|
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Dated: May 11, 2015 |
|
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 quarterly report of
Cemtrex, Inc. (the “Company”) on Form 10-Q for the quarter ended March 31, 2014, as filed with the Securities and Exchange
Commission on the date hereof (the “Report”), I, Renato Dela Rama, Vice President of Finance and Principal Financial
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. |
|
/s/ Renato Dela Rama. |
|
Renato Dela Rama |
|
Vice President of Finance
and Principal Financial Officer |
|
|
Dated: May 11, 2015 |
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