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 12, 2022
(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) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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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. |
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On August 12, 2022 Gencor Industries, Inc. issued a press release announcing its financial results for the third quarter of fiscal 2022. 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. |
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(d) Exhibits
| 99.1 | Earnings Release dated August 12, 2022 |
|---|---|
| 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 12, 2022 | By: | /s/ Marc G. Elliott |
| Marc G. Elliott, President | ||
| August 12, 2022 | By: | /s/ Eric E. Mellen |
| Eric E. Mellen, Chief Financial Officer |
Index to Exhibits
| Exhibit<br>No. | Description |
|---|---|
| 99.1 | Earnings Release dated August 12, 2022 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
EX-99.1
Exhibit 99.1
GENCOR RELEASES THIRD QUARTER FISCAL 2022 RESULTS
August 12, 2022 (PRIME NEWSWIRE) - Gencor Industries, Inc. (the “Company” or “Gencor”) (NYSE American: GENC) announced today net revenues of $29.6 million for the quarter ended June 30, 2022 compared to $24.9 million for the quarter ended June 30, 2021. Gross margins for the quarter ended June 30, 2022 were 19.2% compared with 22.5% for the quarter ended June 30, 2021. Higher manufacturing costs associated with wages, steel, and purchased parts continued to impact the Company’s operating results for the quarter ended June 30, 2022.
Product engineering and development expenses decreased $0.2 million to $1.0 million for the quarter ended June 30, 2022, as compared to $1.2 million for the quarter ended June 30, 2021, primarily related to reduced payroll. Selling, general and administrative (“SG&A”) expenses decreased by $0.6 million to $2.6 million for the quarter ended June 30, 2022, compared to $3.2 million for the quarter ended June 30, 2021. The decrease in SG&A expenses was due to reduced headcount and lower professional fees.
Operating income increased from $1.2 million for the quarter ended June 30, 2021 to $2.2 million for the quarter ended June 30, 2022, due primarily to increased sales and reduced SG&A expenses and product engineering and development expenses.
For the quarter ended June 30, 2022, the Company had net non-operating expense of $(3.4) million compared to net non-operating income of $1.7 million for the quarter ended June 30, 2021. The fiscal 2022 investment losses reflect the decline in the equity markets due to primarily to higher interest rates, inflation, and the Federal Reserve’s recent monetary tightening policy.
The effective income tax rate for the quarter ended June 30, 2022 was a benefit of 18.0% versus expense of 20.0% for the quarter ended June 30, 2021. Net loss for the quarter ended June 30, 2022 was $(1.0) million, or $(0.07) per diluted share, compared with a net income of $2.3 million, or $0.16 per diluted share for the quarter ended June 30, 2021.
For the nine months ended June 30, 2022 the Company had net revenue of $80.4 million and net loss of $(0.9) million, or $(0.06) per diluted share, versus net revenue of $65.2 million and net income of $6.2 million, or $0.42 per diluted share, for the nine months ended June 30, 2021.
At June 30, 2022, the Company had $110.6 million of cash and marketable securities compared to $118.2 million at September 30, 2021. Net working capital was $153.3 million at June 30, 2022. The Company had no short-term or long-term debt outstanding at June 30, 2022.
The Company’s backlog was $40.2 million at June 30, 2022 compared to $28.5 million at June 30, 2021.
Marc Elliott, Gencor’s President, commented, “Our sales were up across the board in the fiscal third quarter and for the nine months, when compared to similar periods in fiscal year 2021. Despite delays in Federal highway funding from the Infrastructure Investment and Jobs Act (IIJA) that were expected to begin in 2022, overall, Gencor delivered another solid quarter from operations, under a challenging business environment. Revenues increased 19% in the quarter due to the seasonally high backlog, and steel prices remained at record high levels in the quarter, but showed signs of moderating. Labor constraints, supply chain and freight challenges continue to persist as we work to minimize the impact on our customers. We continue to see strong interest across all our product lines and are optimistic that Gencor will benefit from the Federal infrastructure bill.”
GencorIndustries, Inc. is a diversified heavy machinery manufacturer for the production of highway construction materials and equipment and environmental control machinery and equipment used in a variety of applications.
GENCOR INDUSTRIES, INC.
Condensed Consolidated Statements of Operations
(Unaudited)
| For the Quarters Ended<br>June 30, | For the Nine Months Ended<br>June 30, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||||||
| Net revenue | $ | 29,647,000 | $ | 24,919,000 | $ | 80,407,000 | $ | 65,235,000 | ||
| Cost of goods sold | 23,968,000 | 19,314,000 | 64,831,000 | 50,504,000 | ||||||
| Gross profit | 5,679,000 | 5,605,000 | 15,576,000 | 14,731,000 | ||||||
| Operating expenses: | ||||||||||
| Product engineering and development | 951,000 | 1,176,000 | 3,219,000 | 3,089,000 | ||||||
| Selling, general and administrative | 2,577,000 | 3,202,000 | 9,340,000 | 10,235,000 | ||||||
| Total operating expenses | 3,528,000 | 4,378,000 | 12,559,000 | 13,324,000 | ||||||
| Operating income | 2,151,000 | 1,227,000 | 3,017,000 | 1,407,000 | ||||||
| Other income (expense), net: | ||||||||||
| Interest and dividend income, net of fees | 304,000 | 306,000 | 877,000 | 1,437,000 | ||||||
| Net realized and unrealized gains (losses) on marketable securities, net | (3,693,000 | ) | 1,386,000 | (4,758,000 | ) | 4,873,000 | ||||
| Other | (1,000 | ) | — | (139,000 | ) | — | ||||
| Total other income (expense), net | (3,390,000 | ) | 1,692,000 | (4,020,000 | ) | 6,310,000 | ||||
| Income (loss) before income tax expense (benefit) | (1,239,000 | ) | 2,919,000 | (1,003,000 | ) | 7,717,000 | ||||
| Income tax expense (benefit) | (224,000 | ) | 584,000 | (153,000 | ) | 1,543,000 | ||||
| Net income (loss) | $ | (1,015,000 | ) | $ | 2,335,000 | $ | (850,000 | ) | $ | 6,174,000 |
| Basic Income (Loss) per Common Share: | ||||||||||
| Net income (loss) per share | $ | (0.07 | ) | $ | 0.16 | $ | (0.06 | ) | $ | 0.42 |
| Diluted Income (Loss) per Common Share: | ||||||||||
| Net income (loss) per share | $ | (0.07 | ) | $ | 0.16 | $ | (0.06 | ) | $ | 0.42 |
GENCOR INDUSTRIES, INC.
Condensed Consolidated Balance Sheets
| ASSETS | September 30,2021 | ||
|---|---|---|---|
| Current assets: | |||
| Cash and cash equivalents | 19,474,000 | $ | 23,232,000 |
| Marketable securities at fair value (cost of 95,216,000 at June 30, 2022 and 93,690,000 at<br>September 30, 2021) | 91,116,000 | 94,976,000 | |
| Accounts receivable, less allowance for doubtful accounts of 353,000 at June 30, 2022 and<br>321,000 at September 30, 2021 | 4,198,000 | 2,622,000 | |
| Costs and estimated earnings in excess of billings | 1,366,000 | 1,903,000 | |
| Inventories, net | 48,244,000 | 41,888,000 | |
| Prepaid expenses and other current assets | 3,720,000 | 2,202,000 | |
| Total current assets | 168,118,000 | 166,823,000 | |
| Property and equipment, net | 11,919,000 | 11,801,000 | |
| Deferred and other income taxes | 783,000 | — | |
| Other long-term assets | 550,000 | 838,000 | |
| Total Assets | 181,370,000 | $ | 179,462,000 |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||
| Current liabilities: | |||
| Accounts payable | 5,001,000 | $ | 3,105,000 |
| Customer deposits | 7,436,000 | 5,244,000 | |
| Accrued expenses | 1,997,000 | 2,645,000 | |
| Current operating lease liabilities | 413,000 | 393,000 | |
| Total current liabilities | 14,847,000 | 11,387,000 | |
| Deferred and other income taxes | — | 394,000 | |
| Non-current operating lease liabilities | 84,000 | 392,000 | |
| Total liabilities | 14,931,000 | 12,173,000 | |
| 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<br>outstanding at June 30, 2022 and September 30, 2021 | 1,234,000 | 1,234,000 | |
| Class B Stock, par value .10 per share; 6,000,000 shares authorized; 2,318,857 shares issued<br>and outstanding at June 30, 2022 and September 30, 2021 | 232,000 | 232,000 | |
| Capital in excess of par value | 12,590,000 | 12,590,000 | |
| Retained earnings | 152,383,000 | 153,233,000 | |
| Total shareholders’ equity | 166,439,000 | 167,289,000 | |
| Total Liabilities and Shareholders’ Equity | 181,370,000 | $ | 179,462,000 |
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. Actual results may differ materially depending on a variety of important factors, including the financial condition of the Company’s customers, changes in the economic andcompetitive environments, demand for the Company’s products, the duration and scope of the coronavirus (“COVID-19”) pandemic, actions governments, and businesses take in response to the COVID-19 pandemic, including mandatory business closures; the impact of the pandemic and actions taken on regional economies; the pace of recovery when the COVID-19 pandemicsubsides. In addition, on February 24, 2022, Russian forces invaded Ukraine. The impact to Ukraine as well as actions taken by other countries, including new and stricter sanctions imposed by the U.S. and other countries and companies againstofficials, individuals, regions, and industries in Russia, and actions taken by Russia and certain other countries in response to such sanctions, 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 similarexpressions are intended to identify forward-looking statements.
For information concerning these factors and related matters, see the followingsections of the Company’s Annual Report on Form 10-K for the year ended September 30, 2021: (a) Part I, Item 1A, “Risk Factors” and (b) Part II, Item 7, “Management’sDiscussion and Analysis of Financial Condition and Results of Operations”. 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 completeset of all potential risks or uncertainties. Any forward-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<br> <br>407-290-6000 |
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