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Core Insights - Cemtrex Inc. has signed non-binding letters of intent to acquire two profitable U.S.-based businesses in industrial robotics integration and aerospace and defense systems engineering, which are expected to contribute $15–18 million in annual revenue and $2.5–3 million in operating income once integrated [1][2][3] Group 1: Acquisition Details - The acquisitions align with Cemtrex's long-term strategy to expand into high-value markets with strong macro tailwinds, enhancing its scale, margin, and strategic capabilities [2][4] - The robotics integrator specializes in automation systems for agriculture and construction, while the aerospace and defense firm provides high-reliability communications and electronics systems, adding a new strategic vertical relevant to national security and space infrastructure [2][3] Group 2: Financial Projections - Combined with organic growth initiatives, these acquisitions are projected to help Cemtrex reach $100 million in total revenue and significantly expand operating profit [3][4] - The company aims to build a platform with durable earnings power and attractive operating margins, targeting over $150 million in revenue [4] Group 3: Company Overview - Cemtrex operates in the Security and Industrial sectors, with its Security segment providing advanced video management software and integrated surveillance solutions, while the Industrial segment offers expert services to manufacturers [5]

Core Viewpoint - Cemtrex, Inc. has shown operational improvements in its fiscal third quarter of 2025, with revenue growth and reduced operating losses, although it still reported a net loss attributable to shareholders. Group 1: Revenue and Earnings Performance - Cemtrex reported third-quarter fiscal 2025 revenues of $16.9 million, a 15.5% increase from $14.7 million in the same quarter last year [2] - Security revenues surged 22.4% to $7.6 million, while Industrial Services revenues rose 10.5% to $9.4 million [2] - Gross profit increased by 25.4% to $7.4 million, with margins improving to 43% from 40% [2] - The operating loss narrowed significantly to $0.6 million from $3.2 million in the prior year [2] Group 2: Net Loss and Shareholder Impact - Cemtrex reported a net loss attributable to shareholders of $4.5 million, compared to $8.9 million in the prior-year period, resulting in a loss per share of $1.78 against a much steeper $605.49 loss per share a year ago [3] Group 3: Nine-Month Performance Metrics - For the nine-month period, revenues advanced 18.9% to $57.9 million, driven by a 28% gain in Security revenues to $30 million [4] - Industrial Services revenues rose 10.5% to $27.9 million [4] - Gross profit jumped 26.8% to $25.2 million, with margins expanding to 44% from 41% [4] - The company swung to an operating income of $1.7 million from a prior-year operating loss of $4.9 million [4] Group 4: Liquidity and Financial Position - Cash and equivalents increased to $8.1 million as of June 30, 2025, up from $5.4 million at the end of fiscal 2024 [5] - Working capital was $4.9 million as of June 30, 2025, compared to $8.1 million as of September 30, 2024 [5] Group 5: Management Commentary - CEO Saagar Govil highlighted strengthened profitability, nearly 20% sales growth, margin gains, and improved operating income [6] - Both business segments are executing effectively, with Security benefiting from strong demand for Vicon solutions [6] Group 6: Factors Influencing Results - The quarter benefited from robust order flow in the Security segment, including a record-breaking Vicon order [7] - Operating expenses declined by 11.5% to $8 million from $9.1 million a year earlier [7] Group 7: Non-Operational Charges - Net losses widened due to non-operational charges, including a $3.6 million impact from changes in the fair value of warrant liabilities [8] Group 8: Future Guidance - Cemtrex did not provide specific forward guidance for revenues or earnings but expressed confidence in sustaining momentum into the next fiscal year [9] Group 9: Other Developments - Cemtrex invested $100,000 in MasterpieceVR during the nine months ended June 30, 2025 [11]

[PART I. FINANCIAL INFORMATION](index=3&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section provides Cemtrex, Inc.'s unaudited condensed consolidated financial statements and management's analysis [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) Cemtrex's unaudited financial statements show asset and liability increases, revenue growth, and a substantial net loss due to warrant liabilities, raising going concern doubts [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets increased to **$47.0 million** and total liabilities to **$43.1 million** as of June 30, 2025, while stockholders' equity decreased Condensed Consolidated Balance Sheet Highlights (in USD) | Metric | June 30, 2025 | September 30, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $7,032,530 | $3,897,511 | | Total current assets | $29,317,607 | $26,696,279 | | Total Assets | $46,960,823 | $44,115,458 | | **Liabilities & Equity** | | | | Total current liabilities | $24,400,983 | $18,592,822 | | Warrant liabilities | $8,255,215 | $5,199,436 | | Total liabilities | $43,108,827 | $39,154,616 | | Total Cemtrex stockholders' equity | $3,617,758 | $4,710,677 | [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Revenues increased for both three and nine-month periods, with a shift to operating income, but net loss widened significantly due to warrant-related charges Statement of Operations Summary (in USD) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Nine Months Ended June 30, 2025 | Nine Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | Revenues | $16,965,658 | $14,686,398 | $57,955,826 | $48,724,159 | | Gross Profit | $7,370,506 | $5,877,147 | $25,237,897 | $19,898,962 | | Operating (Loss)/Income | ($642,401) | ($3,179,516) | $1,692,987 | ($4,950,029) | | Net Loss Attributable to Cemtrex | ($4,543,335) | ($8,981,026) | ($24,914,760) | ($11,661,731) | | Loss per Share (Basic & Diluted) | ($1.78) | ($605.49) | ($11.68) | ($2,232.92) | - The significant increase in net loss for the nine-month period was primarily driven by non-cash expenses, including a **$15.7 million** loss on the exercise of warrant liabilities and an **$8.9 million** loss from changes in the fair value of warrant liability[13](index=13&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Operating activities provided **$3.4 million** cash, reversing prior year usage, while investing and financing activities saw changes, leading to an overall cash increase Cash Flow Summary (Nine Months Ended June 30) | Cash Flow Activity | 2025 | 2024 | | :--- | :--- | :--- | | Net cash provided by/(used in) operating activities | $3,410,782 | ($2,076,477) | | Net cash used by investing activities | ($1,482,232) | ($406,224) | | Net cash provided by financing activities | $1,117,811 | $3,867,544 | | **Net increase/(decrease) in cash** | **$2,724,967** | **$1,270,663** | [Notes to Unaudited Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) Notes detail segment operations, reverse stock splits, and a significant 'Going Concern' disclosure due to operational losses and debt, with plans for mitigation - The company operates through two reporting segments: Security (Vicon brand) and Industrial Services (AIS brand)[30](index=30&type=chunk)[31](index=31&type=chunk)[32](index=32&type=chunk) - The company executed two reverse stock splits in late 2024 (60:1 and 35:1) to address Nasdaq's minimum bid price requirement. It also received and subsequently regained compliance with Nasdaq's minimum stockholder's equity requirement multiple times[33](index=33&type=chunk)[34](index=34&type=chunk)[41](index=41&type=chunk) - Management has identified conditions that raise substantial doubt about the company's ability to continue as a going concern, citing historical operational losses and upcoming debt obligations of **$12.1 million** against working capital of **$4.9 million**. Mitigating plans include raising capital through equity offerings and utilizing a line of credit[42](index=42&type=chunk)[44](index=44&type=chunk)[46](index=46&type=chunk) Segment Performance (Nine Months Ended June 30, 2025) | Segment | External Revenues | Gross Profit | Operating (Loss)/Income | | :--- | :--- | :--- | :--- | | Security | $30,016,665 | $15,597,177 | $1,666,536 | | Industrial Services | $27,939,161 | $9,640,720 | $2,576,609 | | Corporate | - | - | ($2,550,158) | | **Consolidated** | **$57,955,826** | **$25,237,897** | **$1,692,987** | - The company entered into Standstill Agreements with Streeterville Capital, LLC, agreeing to pay a portion of equity financing proceeds in exchange for Streeterville not redeeming its outstanding notes. Payments of **$636,250** were made under the May 2025 agreement[100](index=100&type=chunk)[101](index=101&type=chunk) - Subsequent to the quarter-end, the company issued **2,018,577 shares** for Series B warrant exercises generating **$1.8 million** in proceeds, acquired approximately **5,500 units** of Solana (SOL) cryptocurrency, and settled **$166,050** of debt by issuing **150,000 shares**[134](index=134&type=chunk)[135](index=135&type=chunk)[136](index=136&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=27&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses **18.7% revenue growth**, improved gross profit, and a shift to operating income, while reiterating going concern risks due to warrant liabilities and liquidity challenges Revenue by Segment (Three Months Ended June 30) | Segment | 2025 Revenue | 2024 Revenue | % Change | | :--- | :--- | :--- | :--- | | Security | $7,581,814 | $6,193,487 | +22% | | Industrial Services | $9,383,844 | $8,492,911 | +10% | Revenue by Segment (Nine Months Ended June 30) | Segment | 2025 Revenue | 2024 Revenue | % Change | | :--- | :--- | :--- | :--- | | Security | $30,016,665 | $23,446,220 | +28% | | Industrial Services | $27,939,161 | $25,277,939 | +11% | - The **28% revenue increase** in the Security segment for the nine-month period was significantly influenced by a single large sale of security technology products valued at **$10,375,000**[153](index=153&type=chunk) - Working capital decreased from **$8.1 million** at September 30, 2024, to **$4.9 million** at June 30, 2025, primarily due to an increase in the current portion of long-term debt[164](index=164&type=chunk) - The company's liquidity position is strained, with management stating that working capital may not be sufficient to cover operating costs, raising substantial doubt about its ability to continue as a going concern. Management's plans to address this include raising capital via equity offerings and managing debt through agreements like the Standstill Agreement with Streeterville[170](index=170&type=chunk)[171](index=171&type=chunk) [Controls and Procedures](index=32&type=section&id=Item%204.%20Controls%20and%20Procedures) CEO and CFO concluded disclosure controls were effective as of June 30, 2025, with no material changes to internal control over financial reporting - Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of the end of the reporting period, June 30, 2025[176](index=176&type=chunk) - There were no changes in internal control over financial reporting during the nine months ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, internal controls[177](index=177&type=chunk) [PART II. OTHER INFORMATION](index=33&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section covers legal proceedings, risk factors, unregistered sales of equity securities, and a list of exhibits [Legal Proceedings](index=33&type=section&id=Item%201.%20Legal%20Proceedings) No material legal proceedings are pending or threatened against the company that would adversely affect its financial condition - To the company's knowledge, there are no material legal proceedings pending or threatened against the company or its subsidiaries[180](index=180&type=chunk) [Risk Factors](index=33&type=section&id=Item%201A.%20Risk%20Factors) No material changes to previously disclosed risk factors were identified; investors should refer to prior annual and quarterly reports - The company refers investors to the risk factors detailed in its previously filed Annual Report for the year ended September 30, 2024, and the Quarterly Report for the quarter ended March 31, 2025, indicating no material changes[181](index=181&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=33&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company issued Series 1 Preferred Stock for dividends and common stock for warrant exercises, generating **$1.3 million** in proceeds - Issued **252,278 shares** of Series 1 Preferred Stock to pay dividends[182](index=182&type=chunk) - Issued **1,436,749 common shares** upon the cashless exercise of Series A Warrants[184](index=184&type=chunk) - Issued **621,175 common shares** upon the exercise of Series B Warrants, which generated **$1,307,355** in cash proceeds[185](index=185&type=chunk) [Exhibits](index=34&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed, including corporate governance documents, material agreements, and CEO/CFO certifications

Core Insights - Cemtrex Inc. reported significant improvements in revenue, margins, and profitability for the third quarter and nine months ended June 30, 2025, compared to the previous year [1][2][3] Financial Performance - Revenue for the third quarter increased by 16% to $17.0 million from $14.7 million, while revenue for the nine months rose by 19% to $58.0 million from $48.7 million [7] - The Security segment saw a revenue increase of 22% to $7.6 million in the third quarter and 28% to $30.0 million for the nine months, bolstered by a $10.4 million order from Vicon [7] - Industrial Services revenue grew by 10% to $9.4 million in the third quarter and 11% to $27.9 million for the nine months [7] - Gross profit increased by 25% to $7.37 million in the third quarter, with gross margin improving to 43% from 40%, and for the nine months, gross profit rose by 27% to $25.24 million, with gross margin improving to 44% from 41% [7] - Operating loss narrowed to $0.64 million in the third quarter from $3.18 million, and operating income for the nine months was $1.69 million, compared to an operating loss of $4.95 million last year, marking a $6.64 million improvement [7] Balance Sheet and Liquidity - Cash and equivalents, including restricted cash, increased to $8.15 million from $5.42 million at the end of September 2024 [7] - Working capital stood at $4.92 million despite higher current maturities of long-term liabilities [7] - Total assets increased to $46.96 million from $44.12 million, while total liabilities rose to $43.11 million from $39.15 million [10][11] Management Commentary - The CEO highlighted that Cemtrex is now a stronger, more profitable, and efficient business, with nearly 20% sales growth and a significant improvement in operating income [2][3] - The company has focused on tightening expenses, improving efficiency, and strengthening the balance sheet while executing its growth plan [3]

Group 1: Company Overview - Cemtrex Inc. is a diversified technology company operating in the Security and Industrial sectors, focusing on innovation and strategic growth [4] - The Security segment, led by Vicon Industries, provides advanced video management software and integrated surveillance solutions [4] - The Industrial segment, through Advanced Industrial Services (AIS), delivers expert services to manufacturers nationwide [4] Group 2: Recent Contract Awards - Cemtrex announced new contract awards totaling approximately $1.3 million, reflecting its position in markets tied to national priorities [1] - AIS secured a $466,000 project for HVAC modernization at Wrightsville Elementary School, scheduled for completion in Q1 2026 [2] - Vicon received a $327,000 order for Roughneck® cameras and servers for a border security project and a $544,000 order for a prison facility in Tennessee [7] Group 3: Management Commentary and Future Outlook - The CEO of Cemtrex expressed optimism about achieving growth targets of 15-20% for FY26 based on the current project pipeline [3] - The recent contract wins are seen as a momentum builder across both divisions, addressing high-impact markets receiving long-term investment [3]

Core Insights - Cemtrex Inc. is focused on long-term growth through strategic investments and product development, positioning itself to lead in intelligent security and industrial services [1][10] Vicon Division - Vicon, the intelligent security division, has seen revenue growth from $21 million in 2021 to a projected $36 million for fiscal year 2025, with improved gross margins and an expanding reseller network [2][3] - The new modular camera platform, NEXT, has begun shipping and is designed to meet the needs of enterprise and public infrastructure buyers, with early deployments indicating strong market performance [3] Advanced Industrial Services (AIS) - AIS has doubled in size since 2021, with revenue expected to exceed $36 million this year, driven by strong demand in food and beverage, packaging, and machinery sectors [4][5] - The company is transitioning AIS into a full-spectrum industrial services platform and is in advanced discussions to acquire a robotics integrator to enhance capabilities [5][6] Blockchain and Digital Trust - Cemtrex has invested $1 million in Solana, viewing it as a strategically sound blockchain, and is exploring blockchain-based video authentication for security applications [7][9] - The company has secured significant contracts, including a $10.4 million deal in December 2024, indicating strong demand for its services [8] Future Strategy - The company aims to double its business again, targeting $150 million in revenue and $15 million in operating income through disciplined M&A and expansion into automation and digital trust [10] - Cemtrex is open to expanding beyond its current segments to align with its long-term growth strategy [11]

Core Viewpoint - Cemtrex Inc. has initiated a digital asset treasury strategy by acquiring approximately $1 million worth of Solana (SOL) and aims to expand its crypto reserves to $10 million over time [1][2]. Group 1: Acquisition and Strategy - The company purchased 5,500 SOL at an average cost of approximately $181 per token, with plans to stake its position for on-chain yield and operate its own validator node [2]. - Cemtrex's long-term goal is to build a $10 million reserve position across strategic crypto networks, with Solana as the foundational asset [2][4]. Group 2: Solana's Performance and Positioning - Solana is currently processing over 1,000 transactions per second and handled more than 90 billion transactions in June 2025, outperforming all other layer-one and layer-two blockchains combined [3]. - The blockchain features a burn mechanism tied to usage and a hardcoded inflation schedule that will bottom out at 1.5% by 2028, positioning it as a foundational layer for digital trust and settlement [3]. Group 3: Long-term Vision - The acquisition is described as a long-duration bet on Solana, which is viewed as the most capable and capital-efficient blockchain system, expected to compound its network advantage faster than the market anticipates [4][5]. - Cemtrex is exploring the integration of blockchain technologies into its product lines, including cryptographic video authentication and decentralized timestamping through its subsidiary, Vicon [4].

Core Insights - Vicon Industries is developing a framework to integrate blockchain technology into its video surveillance platforms to combat the manipulation of video evidence using generative AI [1][2] - The initiative aims to provide cryptographic proof of authenticity for video recordings, ensuring data integrity and chain-of-custody [2][3] - The company has secured several major contracts in 2025, indicating its growing presence in global security markets [4][7] Company Developments - The project is currently in internal development and technical evaluation, with plans to engage pilot customers soon [3] - Future applications may include blockchain-anchored verification layers for Vicon's Anavio cloud video platform and Valerus on-premise VMS [3] - Cemtrex expects to provide updates on pilot deployments and commercial rollout plans as development progresses [5] Industry Context - The rise of generative AI has led to concerns about the authenticity of visual evidence, necessitating solutions that restore trust in video surveillance [2][5] - Vicon's blockchain initiative is positioned to address issues of tampering and corruption of video evidence, which have led to public confusion and institutional distrust [3][5] - The company aims to establish an indisputable chain-of-custody for various types of footage, including bodycam and patrol footage, enhancing accountability in law enforcement and public safety [6]

Core Insights - Vicon Industries has secured a purchase order exceeding $500,000 for its NEXT Modular Sensor System from a major school district in Kentucky, marking a significant validation for the NEXT platform [1][2] - The NEXT platform is expected to enhance Vicon's growth trajectory by providing faster, more cost-effective, and higher-value surveillance solutions across various sectors [6] Product Features and Advantages - The deployment leverages Vicon's Anavio cloud-native video management platform, which offers remote access, centralized device management, and real-time alerts without additional licensing fees, resulting in a lower total cost of ownership [4] - NEXT's modular architecture and simplified installation process significantly reduce installation time and complexity, allowing for competitive pricing [7] - The deployment utilized a mix of sensor configurations, providing tailored coverage without unnecessary hardware costs [7] Financial Performance and Growth - Vicon's revenue has grown from $21 million in FY2021 to an expected $36 million in FY2025, reflecting a compound annual growth rate of over 14% [5] - The growth has been driven by operational execution, channel expansion, and the performance of legacy products, with NEXT anticipated to further accelerate this growth [5][6]