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: March 31, 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 April 3, 2025, Gencor Industries, Inc. issued a press release announcing select preliminary results of operations and financial condition for the fiscal 2025 first quarter ended December 31, 2024 and at March 31, 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 Press Release dated April 3, 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. | ||
|---|---|---|
| April 3, 2025 | By: /s/ Marc G. Elliott | |
| Marc G. Elliott, President | ||
| April 3, 2025 | By: /s/ Eric E. Mellen | |
| Eric E. Mellen, Chief Financial Officer |
EX-99.1
Exhibit 99.1
GENCOR ANNOUNCES PRELIMINARY UNAUDITED FIRST QUARTER FISCAL 2025 REVENUES UP 20%
April 3, 2025 (PRIME NEWSWIRE) - Gencor Industries, Inc. (the “Company” or “Gencor”) (NYSE American: GENC) previously reported that it needed additional time to complete its audit of the Annual Report on Form 10-K for the year-end September 30, 2024. In connection with this delay, the Company filed a Form 12b-25 with the Securities and Exchange Commission with respect to the Company’s Annual Report on Form 10-K for the year-end September 30, 2024. The Company similarly filed a Form 12b-25 with the Securities and Exchange Commission with respect to its Quarterly Report on Form 10-Q for the period ended December 31, 2024.
Unaudited Preliminary Results:
Set forth below are select unaudited preliminary estimates of operating results for the fiscal 2025 first quarter ended December 31, 2024 and cash and marketable securities and backlog at March 31, 2025.
The Company anticipates reporting revenue of approximately $31 million for the first quarter of fiscal 2025, compared to $26 million for the first quarter of fiscal 2024.
At March 31, 2025, the Company had approximately $144 million in cash and marketable securities, compared with approximately $117 million at March 31, 2024, with no short-term or long-term debt.
The Company’s backlog at March 31, 2025 was approximately $24 million.
Results as of and for the quarter ended December 31, 2024 and at March 31, 2025, are preliminary and are based on estimates which the Company believes are reasonable. The preliminary results for the quarter ended December 31, 2024 and March 31, 2025 are unaudited and were not reviewed by the Company’s independent registered public accounting firm and may be subject to change after the completion of the quarterly review for such periods and will not be final until the Company files its unaudited financial statements in its Quarterly Report on Form 10-Q for such periods. Accordingly, undue reliance should not be placed on this preliminary data. The preliminary financial results represent management estimates that constitute forward-looking statements subject to risks and uncertainties.
Caution Concerning Forward Looking Statements - This press release and our other communications and statements may contain certain “forward-lookingstatements” 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 “Exchange Act”), including statements about the Company’sbeliefs, plans, objectives, goals, expectations, estimates, projections and intentions. These statements are subject to significant risks and uncertainties and are subject to change based on various factors, many of which are beyond theCompany’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 and competitive environments and demand for theCompany’s products. In addition, the impact of (i) the US government’s recent tariff announcements, (ii) the invasion by Russia into Ukraine, and (iii) the conflict between Israel and Hamas, as well as actions taken by othercountries, including the U.S., in response to such tariff announcements 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-lookingstatements.
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, 2023: (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 risksor 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
407-290-6000