8-K
GENCOR INDUSTRIES INC (GENC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
Date of Report: August 8, 2025
(Date of earliest event reported)
GENCOR INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
5201 North Orange Blossom Trail, Orlando, Florida 32810
(Address of principal executive offices) (Zip Code)
(407) 290-6000
(Registrant’s telephone number, including area code)
| Delaware | 001-11703 | 59-0933147 |
|---|---|---|
| (State or other jurisdiction of<br> <br>incorporated or organization) | Commission<br> <br>File Number | (I.R.S. Employer<br> <br>Identification No.) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered or to be registered pursuant to Section 12(b) of the Act
| Title of Each Class | Trading<br> <br>Symbol(s) | Name of Exchange<br> <br>on which registered |
|---|---|---|
| Common Stock ($.10 Par Value) | GENC | NYSE American LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
On August 8, 2025 Gencor Industries, Inc. issued a press release announcing its financial results for the third quarter of fiscal 2025. A copy of the press release is attached as Exhibit 99.1.
The information in this Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 99.1 | Earnings Release dated August 8, 2025 |
|---|---|
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| GENCOR INDUSTRIES, INC. | ||
|---|---|---|
| August 8, 2025 | By: | /s/ Marc G. Elliott |
| Marc G. Elliott, President | ||
| August 8, 2025 | By: | /s/ Eric E. Mellen |
| Eric E. Mellen, Chief Financial Officer |
EX-99.1
Exhibit 99.1
GENCOR RELEASES THIRD QUARTER FISCAL 2025 RESULTS
August 8, 2025 (PRIME NEWSWIRE) - Gencor Industries, Inc. (the “Company” or “Gencor”) (NYSE American: GENC) announced today net revenue increased 5.6% for the quarter ended June 30, 2025 to $26,986,000 from $25,551,000 for the quarter ended June 30, 2024. Revenue from contract equipment sales recognized at a point in time and parts revenues increased in the quarter ended June 30, 2025. As a percent of sales, gross profit margins were 26.5% in the quarter ended June 30, 2025, compared to 23.9% in the quarter ended June 30, 2024 due to improved production activities.
Product engineering and development expenses decreased $83,000 to $741,000 for the quarter ended June 30, 2025, as compared to $824,000 for the quarter ended June 30, 2024, due to reduced headcount. Selling, general and administrative (“SG&A”) expenses were relatively unchanged at $3,265,000 for the quarter ended June 30, 2025, compared to $3,290,000 for the quarter ended June 30, 2024.
The Company had operating income of $3,137,000 for the quarter ended June 30, 2025 as compared to $1,993,000 for the quarter ended June 30, 2024. The increase in operating income was due primarily to higher revenues and improved gross margins in the quarter ended June 30, 2025.
For the quarter ended June 30, 2025, the Company had net other income of $2,036,000 compared to $1,329,000 for the quarter ended June 30, 2024. Included in net other income for the quarter ended June 30, 2025 were net realized and unrealized gains on marketable securities of $894,000 compared to $363,000 for the quarter ended June 30, 2024.
The effective income tax rates for the quarters ended June 30, 2025 and June 30, 2024 were 26.0% and 23.0%, respectively. Net income for the quarter ended June 30, 2025 was $3,828,000, or $0.26 per basic and diluted common share, compared to net income of $2,558,000, or $0.17 per basic and diluted common share for the quarter ended June 30, 2024.
For the nine months ended June 30, 2025 the Company had net revenue of $96,606,000 and net income of $13,740,000, or $0.94 per basic and diluted common share, compared to net revenue of $92,245,000 and net income of $13,106,000 or $0.89 per basic and diluted common share for the nine months ended June 30, 2024.
At June 30, 2025, the Company had $136.0 million of cash and cash equivalents and marketable securities compared to $115.4 million at September 30, 2024. Net working capital was $197.1 million at June 30, 2025 compared to $182.2 million at September 30, 2024. The Company had no short-term or long-term debt outstanding at June 30, 2025.
The Company’s backlog was $26.2 million at June 30, 2025 compared to $46.6 million at June 30, 2024.
Marc Elliott, Gencor’s President, commented, “Our third quarter brought improved results over the prior year both in terms of revenue and profits. The overall performance of our first nine months was also solid with approximately 5% increase in revenue and 14% more operating income over the prior year. As we work toward our fiscal year-end, we expect to continue to track with our stable growth strategy and focus on top-line growth and operational efficiency.”
Gencor is a leading manufacturer of heavy machinery used in the production of highway construction equipment and materials and environmental controlequipment.
GENCOR INDUSTRIES, INC.
Condensed Consolidated Income Statements
(Unaudited)
| For the Quarters Ended<br>June 30, | For the Nine Months Ended<br>June 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| Net revenue | $ | 26,986,000 | $ | 25,551,000 | $ | 96,606,000 | $ | 92,245,000 |
| Cost of goods sold | 19,843,000 | 19,444,000 | 69,442,000 | 66,282,000 | ||||
| Gross profit | 7,143,000 | 6,107,000 | 27,164,000 | 25,963,000 | ||||
| Operating expenses: | ||||||||
| Product engineering and development | 741,000 | 824,000 | 2,099,000 | 2,518,000 | ||||
| Selling, general and administrative | 3,265,000 | 3,290,000 | 10,824,000 | 10,997,000 | ||||
| Total operating expenses | 4,006,000 | 4,114,000 | 12,923,000 | 13,515,000 | ||||
| Operating income | 3,137,000 | 1,993,000 | 14,241,000 | 12,448,000 | ||||
| Other income (expense), net: | ||||||||
| Interest and dividend income, net of fees | 1,142,000 | 966,000 | 3,289,000 | 2,485,000 | ||||
| Net realized and unrealized gains on marketable securities | 894,000 | 363,000 | 1,037,000 | 2,087,000 | ||||
| Total other income (expense), net | 2,036,000 | 1,329,000 | 4,326,000 | 4,572,000 | ||||
| Income before income tax expense | 5,173,000 | 3,322,000 | 18,567,000 | 17,020,000 | ||||
| Income tax expense | 1,345,000 | 764,000 | 4,827,000 | 3,914,000 | ||||
| Net income | $ | 3,828,000 | $ | 2,558,000 | $ | 13,740,000 | $ | 13,106,000 |
| Net income per common share - basic and diluted | $ | 0.26 | $ | 0.17 | $ | 0.94 | $ | 0.89 |
GENCOR INDUSTRIES, INC.
Condensed Consolidated Balance Sheets
| ASSETS | September 30,2024 | ||
|---|---|---|---|
| Current assets: | |||
| Cash and cash equivalents | 27,874,000 | $ | 25,482,000 |
| Marketable securities at fair value (cost of 106,365,000 at June 30, 2025 and 88,777,000 at<br>September 30, 2024) | 108,097,000 | 89,927,000 | |
| Accounts receivable, less allowance for credit losses of 480,000 at June 30, 2025 and<br>390,000 at September 30, 2024 | 3,157,000 | 1,980,000 | |
| Contract assets | 12,226,000 | 9,339,000 | |
| Inventories, net | 52,872,000 | 63,762,000 | |
| Prepaid expenses and other current assets | 1,106,000 | 2,352,000 | |
| Total current assets | 205,332,000 | 192,842,000 | |
| Property and equipment, net | 10,641,000 | 11,472,000 | |
| Deferred income taxes | 3,698,000 | 3,424,000 | |
| Other long-term assets | 485,000 | 383,000 | |
| Total Assets | 220,156,000 | $ | 208,121,000 |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||
| Current liabilities: | |||
| Accounts payable | 2,539,000 | $ | 2,001,000 |
| Customer deposits | 2,427,000 | 5,018,000 | |
| Accrued expenses | 2,944,000 | 3,255,000 | |
| Current operating lease liabilities | 369,000 | 330,000 | |
| Total current liabilities | 8,279,000 | 10,604,000 | |
| Unrecognized tax benefits | 1,933,000 | 1,376,000 | |
| Non-current operating lease liabilities | 63,000 | — | |
| Total liabilities | 10,275,000 | 11,980,000 | |
| Commitments and contingencies | |||
| Shareholders’ equity: | |||
| Preferred stock, par value .10 per share; 300,000 shares authorized; none issued | — | — | |
| Common stock, par value .10 per share; 15,000,000 shares authorized; | |||
| 12,338,845 shares issued and outstanding at June 30, 2025 and September 30,<br>2024 | 1,234,000 | 1,234,000 | |
| Class B common stock, par value .10 per share; 6,000,000 shares authorized; | |||
| 2,318,857 shares issued and outstanding at June 30, 2025 and September 30, 2024 | 232,000 | 232,000 | |
| Capital in excess of par value | 12,590,000 | 12,590,000 | |
| Retained earnings | 195,825,000 | 182,085,000 | |
| Total shareholders’ equity | 209,881,000 | 196,141,000 | |
| Total Liabilities and Shareholders’ Equity | 220,156,000 | $ | 208,121,000 |
All values are in US Dollars.
Caution Concerning Forward Looking Statements - This press release and our other communications andstatements may contain certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “ExchangeAct”), including statements about the Company’s beliefs, plans, objectives, goals, expectations, estimates, projections and intentions. These statements are subject to significant risks and uncertainties and are subject to change based onvarious factors, many of which are beyond the Company’s control. The Company’s actual results may differ materially from those set forth in the Company’s forward-looking statements depending on a variety of important factors,including the financial condition of the Company’s customers, changes in the economic and competitive environments and demand for the Company’s products. In addition, the impact of (i) the U.S. government’s recent tariffannouncements, (ii) the invasion by Russia into Ukraine, and (iii) the conflict between Israel and Hamas, including hostilities involving Iran, as well as actions taken by other countries, including the U.S., in response to such tariffannouncements and conflicts, could result in a disruption in our supply chain and higher costs of our products. The words “may,” “could,” “should,” “would,” “believe,” “anticipate,”“estimate,” “expect,” “intend,” “plan,” “target,” “goal,” and similar expressions are intended to identify forward-looking statements.
For information concerning these factors and related matters, see the following sections of the Company’s Annual Report on Form 10-K for the year ended September 30, 2024: (a) Part I, Item 1A, “Risk Factors” and (b) Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results ofOperations”. However, other factors besides those referenced could adversely affect the Company’s results, and you should not consider any such list of factors to be a complete set of all potential risks or uncertainties. Anyforward-looking statements made by the Company herein speak as of the date of this press release. The Company does not undertake to update any forward-looking statements, except as required by law.
Unless the context otherwise indicates, all references in this press release to the “Company,” “Gencor,” “we,”“us,” or “our,” or similar words are to Gencor Industries, Inc. and its subsidiaries.
| Contact: | Eric Mellen, Chief Financial Officer |
|---|---|
| 407-290-6000 |