CETY(CETY) - 2019 Q3 - Quarterly Report

PART I. FINANCIAL INFORMATION Consolidated Financial Statements The company reported a net loss of $2.23 million on $0.46 million sales for the nine months ended September 30, 2019, facing significant deficits and going concern doubts Consolidated Balance Sheet Highlights (unaudited) | Account | September 30, 2019 | December 31, 2018 | | :--- | :--- | :--- | | Total Current Assets | $1,632,069 | $1,443,195 | | Total Assets | $3,850,519 | $2,818,119 | | Total Current Liabilities | $8,166,559 | $7,613,813 | | Total Liabilities | $8,849,273 | $7,613,813 | | Total Stockholders' (Deficit) | ($4,998,754) | ($4,795,694) | Consolidated Statement of Operations Highlights (unaudited) | Metric | Nine Months Ended Sep 30, 2019 | Nine Months Ended Sep 30, 2018 | | :--- | :--- | :--- | | Sales | $455,077 | $1,243,630 | | Gross Profit | $162,484 | $684,116 | | Net Loss From Operations | ($1,371,110) | ($687,148) | | Net Loss | ($2,227,260) | ($1,766,783) | | Net Loss per share | ($0.00) | ($0.00) | Consolidated Statement of Cash Flows Highlights (unaudited) | Cash Flow Activity | Nine Months Ended Sep 30, 2019 | Nine Months Ended Sep 30, 2018 | | :--- | :--- | :--- | | Net Cash Used In Operating Activities | ($1,746,737) | ($1,247,074) | | Net Cash Used In Investing Activities | ($6,000) | $0 | | Net Cash Provided By Financing Activities | $1,926,136 | $1,268,164 | | Net Increase in Cash | $173,399 | $21,090 | - The financial statements were prepared on a going concern basis, but the company's significant deficits and net loss raise substantial doubt about its ability to continue, dependent on additional debt/equity capital or positive cash flow[54] Notes to the Consolidated Financial Statements The notes detail accounting policies, segment operations, significant financing activities including convertible notes and stock transactions, and disclose defaults on debt obligations and a material weakness in internal controls - The company operates in three reportable segments: Clean Energy Technologies (legacy electronics), Heat Recovery Solutions (HRS), and Cety Europe; for the nine months ended Sep 30, 2019, Electronics Assembly sales were $344,905, Clean Energy HRS sales were $46,662, and Cety Europe sales were $64,035[40][42] - The company adopted the new lease accounting standard (ASU 2016-02), resulting in the recognition of a right-of-use asset of $872,817 and a corresponding lease liability of $879,769 as of January 1, 2019[56][92] - The company is in default on a $1.2 million payment related to the asset purchase agreement with General Electric, citing an inability to raise sufficient capital and a belief in entitlement to a purchase price reduction[67][215] - On May 31, 2019, the company entered into a subscription agreement with MGW Investment I Limited to sell 168,000,000 units for an aggregate price of $1,999,200, with each unit consisting of one share of common stock and one warrant[103][136] - Subsequent to the reporting period, on October 30, 2019, the company entered into a new convertible note payable for $103,000[138] Management's Discussion and Analysis of Financial Condition and Results of Operations Management attributes the decline in revenue and gross profit to decreased HRS sales and increased operating expenses, reiterating substantial doubt about the company's going concern ability due to ongoing losses and financing dependency - The company's business consists of three reportable segments: Clean Energy HRS (heat recovery generators), Cety Europe (sales and service center), and Electronic Assembly (legacy contract manufacturing)[145] - A going concern issue is highlighted, with a stockholder's deficit of $5.0 million, an accumulated deficit of $13.9 million, and a net loss of $2.2 million for the nine months ended Sep 30, 2019, indicating continued operations depend on obtaining additional capital or generating positive cash flow[154] Revenue by Segment (Nine Months Ended Sep 30) | Segment | 2019 Revenue | 2018 Revenue | Change Driver | | :--- | :--- | :--- | :--- | | Electronic Assembly | $344,905 | $484,156 | Decrease in sales to 2 customers | | Clean Energy HRS | $46,662 | $759,474 | Shipped 0 HRS units in 2019 vs. 2 in 2018 | | Cety Europe | $64,035 | $0 | Segment became operational in Q4 2018 | | Total | $455,077 | $1,243,630 | | - Operating expenses for the nine months ended Sep 30, 2019 increased, notably in travel expenses ($199,599 vs $66,969 in 2018) due to project commissioning and business development, and salaries ($617,821 vs $541,134 in 2018) due to the new Cety Europe division and additional staff[177][180] - Net loss for the nine months ended Sep 30, 2019, was $2.23 million, an increase from the $1.77 million loss in the same period of 2018, driven by lower revenues and higher operating costs[191] Quantitative and Qualitative Disclosures About Market Risk As a smaller reporting company, the company is not required to provide quantitative and qualitative disclosures about market risk - As a smaller reporting company, Clean Energy Technologies, Inc. is not required to provide quantitative and qualitative disclosures about market risk[203] Controls and Procedures Management concluded that disclosure controls and procedures were ineffective as of September 30, 2019, due to material weaknesses including board independence and audit committee expertise - Management's evaluation concluded that disclosure controls and procedures were not effective as of September 30, 2019[204] - The ineffectiveness is due to material weaknesses, including: - The Board of Directors has no independent members - No director qualifies as an audit committee financial expert - Controls were not adequately designed to ensure all required disclosures were addressed in the financial statements[204] PART II. OTHER INFORMATION Legal Proceedings The company is not currently involved in any legal proceedings expected to have a material adverse effect on its financial position or operations - The company is not presently involved in any legal proceedings expected to have a material adverse effect on its financial condition[206] Risk Factors No material changes to the company's risk factors have occurred since its 2018 Annual Report on Form 10-K filing - No material changes in risk factors have occurred since the company's 2018 Form 10-K filing[208] Unregistered Sales of Equity Securities and Use of Proceeds During 2019, the company conducted several unregistered sales of equity securities, including a significant subscription agreement with MGW Investment I Limited and smaller private sales to accredited investors - On May 31, 2019, the company agreed to sell 168,000,000 units to MGW Investment I Limited for an aggregate purchase price of $1,999,200, with each unit consisting of one share of common stock and one warrant[210] - The company conducted several smaller private sales of units (common stock and warrants) to accredited investors in July and September 2019, raising a total of $20,000[211][212] Defaults Upon Senior Securities The company is in default on two significant senior securities, including a $1.2 million payment to General Electric and $187,285 in notes payable to Cybernaut Zfounder Ventures - The company is in default on a $1,200,000 payment to General Electric International related to an asset purchase agreement[215] - The company is also in default on $187,285 in principal and interest payments on notes payable to Cybernaut Zfounder Ventures[216] Other Information No other information was reported under this item - None[218] Exhibits This section lists the exhibits filed with the Form 10-Q, including officer certifications and XBRL interactive data files - The report includes exhibits such as CEO and CFO certifications (pursuant to Rule 13a-14 and Section 906 of the Sarbanes-Oxley Act) and XBRL data files[221]