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: May 12, 2023
(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>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>Symbol(s) | Name of Exchange<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 May 12, 2023 Gencor Industries, Inc. issued a press release announcing its financial results for the second quarter of fiscal 2023. 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 May 12, 2023 |
|---|---|
| 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. | ||
|---|---|---|
| May 12, 2023 | By: | /s/ Marc G. Elliott |
| Marc G. Elliott, President | ||
| May 12, 2023 | By: | /s/ Eric E. Mellen |
| Eric E. Mellen, Chief Financial Officer |
Index to Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Earnings Release dated May 12, 2023 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
EX-99.1
Exhibit 99.1
GENCOR RELEASES SECOND QUARTER FISCAL 2023 RESULTS
May 12, 2023 (PRIME NEWSWIRE) - Gencor Industries, Inc. (the “Company” or “Gencor”) (NYSE American LLC: GENC) announced today net revenues of $30,501,000 for the quarter ended March 31, 2023 compared to $30,654,000 for the quarter ended March 31, 2022. Gross profit margins for the quarter ended March 31, 2023 were 29.8% compared with 20.2% for the quarter ended March 31, 2022 on increased efficiency, absorption and favorable price realization.
Product engineering and development expenses decreased $46,000 to $874,000 for the quarter ended March 31, 2023, as compared to $920,000 for the quarter ended March 31, 2022, primarily related to reduced headcount. Selling, general and administrative (“SG&A”) expenses decreased by $302,000 to $3,062,000 for the quarter ended March 31, 2023, compared to $3,364,000 for the quarter ended March 31, 2022. The decrease in SG&A expenses was primarily due to lower headcount and reduced professional expenses.
Operating income increased from $1,908,000 for the quarter ended March 31, 2022 to $5,161,000 for the quarter ended March 31, 2023, due to improved gross profit margins and reduced operating expenses.
For the quarter ended March 31, 2023, the Company had net non-operating income of $1,257,000 compared to net non-operating expense of $(1,329,000) for the quarter ended March 31, 2022. Interest and dividend income, net of fees, was $565,000 for the quarter ended March 31, 2023 as compared to $296,000 in the quarter ended March 31, 2022. In January 2023, the Company reallocated its investments in equities and mutual funds to fixed income, government securities which resulted in the increased interest income for the quarter ended march 31, 2023. The net realized and unrealized gains on marketable securities were $692,000 for the quarter ended March 31, 2023 versus net realized and unrealized losses of $(1,488,000) for the quarter ended March 31, 2022. The higher gains in fiscal 2023 were due to a stronger domestic stock market during the quarter ended March 31, 2023.
The effective income tax rate for the quarter ended March 31, 2023 was 24.1% versus 24.2% for the quarter ended March 31, 2022. Net income for the quarter ended March 31, 2023 was $4,873,000, or $0.33 per diluted share, compared with a net income of $439,000, or $0.03 per diluted share for the quarter ended March 31, 2022.
For the six months ended March 31, 2023 the Company had net revenue of $56,327,000 and net income of $8,349,000 ($0.57 per diluted share) versus net revenue of $50,760,000 and net income of $165,000 ($0.01 per diluted share) for the six months ended March 31, 2022.
At March 31, 2023, the Company had $106,313,000 of cash and marketable securities compared to $98,881,000 at September 30, 2022. Net working capital was $159,824,000 at March 31, 2023. The Company had no short-term or long-term debt outstanding at March 31, 2023.
The Company’s backlog was $34.7 million at March 31, 2023 compared to $44.9 million at March 31, 2022.
Marc Elliott, Gencor’s President, commented, “I am pleased to report that our company achieved another successful quarter. Q2 2023 revenues were comparable to the same period last year; however, we increased our gross margins by 960 basis points, resulting in improved operating income. This improvement was primarily the result of optimization in our manufacturing processes, and positive pricing and overall cost reduction efforts.
Despite the challenges with supply chain disruptions and volatile pricing in certain materials, we remained steadfast in our commitment to effective cost management, manufacturing excellence, and customer service.
I am also proud to report that we had a strong showing at the recent ConExpo-Con/Agg show in March, with higher-than-normal attendance and strong interest in our innovative products. We are well-positioned to capitalize on this success and anticipate continued opportunities going forward.
I am grateful to our hardworking employees who remain committed to our mission of delivering high-quality products and services, and to our loyal customers and dedicated shareholders for their ongoing support of Gencor.”
Gencor Industries, Inc. is a diversified heavy machinery manufacturer for theproduction of highway construction materials and equipment and environmental control machinery and equipment used in a variety of applications.
GENCOR INDUSTRIES, INC.
Condensed Consolidated Income Statements
(Unaudited)
| For the Quarters Ended<br>March 31, | For the Six Months Ended<br>March 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |||||||
| Net revenue | $ | 30,501,000 | $ | 30,654,000 | $ | 56,327,000 | $ | 50,760,000 | ||
| Cost of goods sold | 21,404,000 | 24,462,000 | 41,415,000 | 40,863,000 | ||||||
| Gross profit | 9,097,000 | 6,192,000 | 14,912,000 | 9,897,000 | ||||||
| Operating expenses: | ||||||||||
| Product engineering and development | 874,000 | 920,000 | 1,771,000 | 2,269,000 | ||||||
| Selling, general and administrative | 3,062,000 | 3,364,000 | 5,861,000 | 6,763,000 | ||||||
| Total operating expenses | 3,936,000 | 4,284,000 | 7,632,000 | 9,032,000 | ||||||
| Operating income | 5,161,000 | 1,908,000 | 7,280,000 | 865,000 | ||||||
| Other income (expense), net: | ||||||||||
| Interest and dividend income, net of fees | 565,000 | 296,000 | 1,058,000 | 573,000 | ||||||
| Net realized and unrealized gains (losses) on marketable securities, net | 692,000 | (1,488,000 | ) | 2,654,000 | (1,065,000 | ) | ||||
| Other | — | (137,000 | ) | — | (137,000 | ) | ||||
| Total other income (expense), net | 1,257,000 | (1,329,000 | ) | 3,712,000 | (629,000 | ) | ||||
| Income before income tax expense | 6,418,000 | 579,000 | 10,992,000 | 236,000 | ||||||
| Income tax expense | 1,545,000 | 140,000 | 2,643,000 | 71,000 | ||||||
| Net income | $ | 4,873,000 | $ | 439,000 | $ | 8,349,000 | $ | 165,000 | ||
| Basic income per common share | $ | 0.33 | $ | 0.03 | $ | 0.57 | $ | 0.01 | ||
| Diluted income per common share | $ | 0.33 | $ | 0.03 | $ | 0.57 | $ | 0.01 |
GENCOR INDUSTRIES, INC.
Condensed Consolidated Balance Sheets
(Unaudited)
| ASSETS | September 30,2022 | ||
|---|---|---|---|
| Current assets: | |||
| Cash and cash equivalents | 18,462,000 | $ | 9,581,000 |
| Marketable securities at fair value (cost of 88,987,000 at March 31, 2023 and 94,879,000 at<br>September 30, 2022) | 87,851,000 | 89,300,000 | |
| Accounts receivable, less allowance for doubtful accounts of 528,000 at March 31, 2023 and<br>370,000 at September 30, 2022 | 7,178,000 | 2,996,000 | |
| Costs and estimated earnings in excess of billings | — | 2,118,000 | |
| Inventories, net | 63,803,000 | 55,815,000 | |
| Prepaid expenses and other current assets | 2,613,000 | 2,669,000 | |
| Total current assets | 179,907,000 | 162,479,000 | |
| Property and equipment, net | 13,114,000 | 13,491,000 | |
| Deferred and other income taxes | 1,882,000 | 2,893,000 | |
| Other long-term assets | 594,000 | 450,000 | |
| Total Assets | 195,497,000 | $ | 179,313,000 |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||
| Current liabilities: | |||
| Accounts payable | 4,507,000 | $ | 4,251,000 |
| Customer deposits | 12,323,000 | 5,864,000 | |
| Billings in excess of costs and estimated earnings | 703,000 | — | |
| Accrued expenses | 2,157,000 | 1,885,000 | |
| Current operating lease liabilities | 393,000 | 390,000 | |
| Total current liabilities | 20,083,000 | 12,390,000 | |
| Non-current operating lease liabilities | 148,000 | 6,000 | |
| Total liabilities | 20,231,000 | 12,396,000 | |
| 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 March 31, 2023 and September 30, 2022 | 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 March 31, 2023 and September 30, 2022 | 232,000 | 232,000 | |
| Capital in excess of par value | 12,590,000 | 12,590,000 | |
| Retained earnings | 161,210,000 | 152,861,000 | |
| Total shareholders’ equity | 175,266,000 | 166,917,000 | |
| Total Liabilities and Shareholders’ Equity | 195,497,000 | $ | 179,313,000 |
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, central bank interest rateincreases and inflation, changes in the economic and competitive environments, demand for the Company’s products, the duration and scope of the coronavirus (“COVID-19”) pandemic, actionsgovernment entities 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, and the pace of recoverywhen the COVID-19 pandemic subsides. 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 strictersanctions imposed by the U.S. and other countries and companies against officials, 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 inour 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.
Forinformation 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, 2022: (a) Part I, Item 1A, “RiskFactors” and (b) Part II, Item 7, “Management’s Discussion 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 complete set 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 undertaketo update any forward-looking statements, except as required by law.
Unless the context otherwise indicates, all references in this press releaseto 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