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: February 10, 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> <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)) |
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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. |
|---|
On February 10, 2023 Gencor Industries, Inc. issued a press release announcing its financial results for the first 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 February 10, 2023 |
|---|
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. | ||
|---|---|---|
| February 10, 2023 | By: | /s/ Marc G. Elliott |
| Marc G. Elliott, President | ||
| February 10, 2023 | By: | /s/ Eric E. Mellen |
| --- | --- | --- |
| Eric E. Mellen, Chief Financial Officer |
Index to Exhibits
| Exhibit<br>No. | Description |
|---|---|
| 99.1 | Earnings Release dated February 10, 2023 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
EX-99.1
Exhibit 99.1
GENCOR RELEASES FIRST QUARTER FISCAL 2023 RESULTS
February 10, 2023 (PRIME NEWSWIRE) - Gencor Industries, Inc. (the “Company” or “Gencor”) (NYSE American: GENC) announced today net revenues increased 28.4% to $25,825,000 for the quarter ended December 31, 2022 compared to $20,106,000 for the quarter ended December 31, 2021, due to higher contract equipment and parts sales. Gross margins were 22.5% for the quarter ended December 31, 2022 compared to 18.4% for the quarter ended December 31, 2021 on increased production and favorable price realization.
Product engineering and development expenses decreased $452,000 to $897,000 for the quarter ended December 31, 2022, as compared to $1,349,000 for the quarter ended December 31, 2021, due primarily to lower headcount. Selling, general and administrative (“SG&A”) expenses decreased by $600,000 to $2,799,000 for the quarter ended December 31, 2022, compared to $3,399,000 for the quarter ended December 31, 2021. The decrease in SG&A expenses was primarily due to reduced wages and benefits on lower headcount and reduced professional expenses.
The Company had operating income of $2,119,000 for the quarter ended December 31, 2022 compared to an operating loss of $(1,043,000) for the quarter ended December 31, 2021. The improved operating results were due to higher net revenues, improved margins and lower operating expenses for the quarter ended December 31, 2022.
For the quarter ended December 31, 2022, the Company had net non-operating income of $2,455,000 compared to $700,000 for the quarter ended December 31, 2021. Included in net non-operating income for the quarter ended December 31, 2022 were net realized and unrealized gains on marketable securities of $1,962,000 compared to $423,000 for the quarter ended December 31, 2021. The higher gains in fiscal 2023 were due to a stronger domestic stock market during the quarter ended December 31, 2022.
The effective income tax rates for the quarters ended December 31, 2022 and December 31, 2021 were 24.0% and 20.0%, respectively. The higher tax rate in fiscal 2023 is due to an anticipated reduction in R&D tax credits, effective for the Company’s fiscal 2023. Net income for the quarter ended December 31, 2022 was $3,476,000, or $0.24 per basic and diluted share, compared to a net loss of $(274,000), or $(0.02) per basic and diluted share for the quarter ended December 31, 2021.
At December 31, 2022, the Company had $97.7 million of cash and marketable securities compared to $98.9 million at September 30, 2022. Net working capital was $154.3 million at December 31, 2022 compared to $150.1 million at September 30, 2022. The Company had no short-term or long-term debt outstanding at December 31, 2022.
The Company’s backlog was $42.5 million at December 31, 2022 compared to $58.0 million at December 31, 2021.
Marc Elliott, Gencor’s President, commented, “Our first quarter revenues grew approximately 28% year to year and 12% sequentially from the fourth quarter of fiscal 2022. I am pleased to see Gencor starting off the fiscal year with significant top-line growth and a solid backlog. Our vigorous quoting activity and keen interest in Gencor products portend a good second quarter, as we prepare to close new business in the coming weeks.
Our first quarter gross margins also improved to 22.5% due to stabilization of our material prices and price realization, but were offset by higher wages. Erratic supply chain issues continue to impact our manufacturing processes, but we remain vigilant in minimizing the disruption to our customers.
We are looking forward to exhibiting at the ConExpo-Con/Agg show in March and expect a healthy reception for our latest product innovations. I am proud of the hard work and dedication of our Gencor employees that delivered these solid results, and continue to identify opportunities to improve our performance.”
Gencor Industries, Inc. is a diversified heavy machinery manufacturer for the production of highwayconstruction materials and equipment and environmental control machinery and equipment used in a variety of applications.
GENCORINDUSTRIES, INC.
Condensed Consolidated Statements of Operations
For the Quarters Ended December 31, 2022 and 2021
(Unaudited)
| 2022 | 2021 | ||||
|---|---|---|---|---|---|
| Net revenue | $ | 25,825,000 | $ | 20,106,000 | |
| Cost of goods sold | 20,010,000 | 16,401,000 | |||
| Gross profit | 5,815,000 | 3,705,000 | |||
| Operating expenses: | |||||
| Product engineering and development | 897,000 | 1,349,000 | |||
| Selling, general and administrative | 2,799,000 | 3,399,000 | |||
| Total operating expenses | 3,696,000 | 4,748,000 | |||
| Operating income (loss) | 2,119,000 | (1,043,000 | ) | ||
| Other income, net: | |||||
| Interest and dividend income, net of fees | 493,000 | 277,000 | |||
| Realized and unrealized gains on marketable securities, net | 1,962,000 | 423,000 | |||
| 2,455,000 | 700,000 | ||||
| Income (loss) before income tax expense (benefit) | 4,574,000 | (343,000 | ) | ||
| Income tax expense (benefit) | 1,098,000 | (69,000 | ) | ||
| Net income (loss) | $ | 3,476,000 | $ | (274,000 | ) |
| Basic income (loss) per common share | $ | 0.24 | $ | (0.02 | ) |
| Diluted income (loss) per common share | $ | 0.24 | $ | (0.02 | ) |
| GENCOR INDUSTRIES, INC.<br>Condensed Consolidated Balance Sheets | |||||
| --- | --- | --- | --- | ||
| ASSETS | September 30,2022 | ||||
| Current assets: | |||||
| Cash and cash equivalents | 5,978,000 | $ | 9,581,000 | ||
| Marketable securities at fair value (cost of 94,965,000 at December 31,<br>2022 and 94,879,000 at September 30, 2022) | 91,718,000 | 89,300,000 | |||
| Accounts receivable, less allowance for doubtful accounts of 442,000 at<br>December 31, 2022 and 370,000 at September 30, 2022 | 4,659,000 | 2,996,000 | |||
| Costs and estimated earnings in excess of billings | 4,950,000 | 2,118,000 | |||
| Inventories, net | 59,315,000 | 55,815,000 | |||
| Prepaid expenses and other current assets | 2,633,000 | 2,669,000 | |||
| Total current assets | 169,253,000 | 162,479,000 | |||
| Property and equipment, net | 13,334,000 | 13,491,000 | |||
| Deferred and other income taxes | 2,403,000 | 2,893,000 | |||
| Other long-term assets | 346,000 | 450,000 | |||
| Total Assets | 185,336,000 | $ | 179,313,000 | ||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||
| Current liabilities: | |||||
| Accounts payable | 4,385,000 | $ | 4,251,000 | ||
| Customer deposits | 8,387,000 | 5,864,000 | |||
| Accrued expenses | 1,878,000 | 1,885,000 | |||
| Current operating lease liabilities | 293,000 | 390,000 | |||
| Total current liabilities | 14,943,000 | 12,390,000 | |||
| Non-current operating lease liabilities | — | 6,000 | |||
| Total liabilities | 14,943,000 | 12,396,000 | |||
| Commitments and contingencies | |||||
| Shareholders’ equity: | |||||
| Preferred stock, par value .10 per share; 300,000 shares authorized;<br>none issued | — | — | |||
| Common stock, par value .10 per share; 15,000,000 shares authorized; | |||||
| 12,338,845 shares issued and outstanding at December 31, 2022 and<br>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 and outstanding at December 31, 2022 and<br>September 30, 2022 | 232,000 | 232,000 | |||
| Capital in excess of par value | 12,590,000 | 12,590,000 | |||
| Retained earnings | 156,337,000 | 152,861,000 | |||
| Total shareholders’ equity | 170,393,000 | 166,917,000 | |||
| Total Liabilities and Shareholders’ Equity | 185,336,000 | $ | 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, 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, 2022: (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
407-290-6000