Form 8-K - Current report

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 9, 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

incorporated or organization)

Commission

File Number

(I.R.S. Employer

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 Symbol(s)	Name of Exchange 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 9, 2023 Gencor Industries, Inc. issued a press release announcing its financial results for the third 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 August 9, 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.

August 9, 2023	By:	/s/ Marc G. Elliott
		Marc G. Elliott, President

August 9, 2023	By:	/s/ Eric E. Mellen
		Eric E. Mellen, Chief Financial Officer

Index to Exhibits


Exhibit No.		Description

99.1		Earnings Release dated August 9, 2023

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Exhibit 99.1

GENCOR RELEASES THIRD QUARTER FISCAL 2023 RESULTS

August 9, 2023 (PRIME NEWSWIRE)—Gencor Industries, Inc. (the “Company” or “Gencor”) (NYSE American: GENC) announced today net revenues of $27,877,000 for the quarter ended June 30, 2023 compared to $29,647,000 for the quarter ended June 30, 2022. Gross margins for the quarter ended June 30, 2023 were 26.9% compared with 19.2% for the quarter ended June 30, 2022 on increased efficiency, absorption, and favorable price realization.

Product engineering and development expenses decreased by $106,000 to $845,000 for the quarter ended June 30, 2023, as compared to $951,000 for the quarter ended June 30, 2022 due primarily to reduced headcount and improved efficiency. Selling, general and administrative (“SG&A”) expenses increased by $637,000 to $3,214,000 for the quarter ended June 30, 2023, compared to $2,577,000 for the quarter ended June 30, 2022. The increase in SG&A expenses was primarily due to trade show expenses.

Operating income increased from $2,151,000 for the quarter ended June 30, 2022 to $3,453,000 for the quarter ended June 30, 2023, due to improved gross profit margins partially offset by increased operating expenses.

For the quarter ended June 30, 2023, the Company had net other income of $719,000 compared to net other expense of $(3,390,000) for the quarter ended June 30, 2022. Interest and dividend income, net of fees, was $673,000 for the quarter ended June 30, 2023 as compared to $304,000 in the quarter ended June 30, 2022. Interest income for the quarter ended June 30, 2023 as compared to the prior year increased due to higher rates earned on fixed income investments coupled with the Company reallocating its holdings in equities to fixed income in January 2023. The net realized and unrealized gains on marketable securities were $46,000 for the quarter ended June 30, 2023 versus net realized and unrealized losses of $(3,693,000) for the quarter ended June 30, 2022. The fiscal 2022 investment losses were reflective of higher interest rates, inflation, market volatility and tightening of the Federal Reserve’s monetary policy.

The effective income tax rate for the quarter ended June 30, 2023 was an expense of 23.0% versus a benefit of 18.1% for the quarter ended June 30, 2022, based on the expected annual effective income tax rate.

Net income for the quarter ended June 30, 2023 was $3,212,000, or $0.22 per basic and diluted share, versus a net loss of $(1,015,000), or $(0.07) per basic and diluted share, for the quarter ended June 30, 2022.

For the nine months ended June 30, 2023 the Company had net revenues of $84,204,000 and net income of $11,561,000 ($0.79 per basic and diluted share) versus net revenues of $80,407,000 and a net loss of $(850,000) ($(0.06) per basic and diluted share) for the nine months ended June 30, 2022.

At June 30, 2023, the Company had $94,619,000 of cash and marketable securities compared to $98,881,000 at September 30, 2022. Net working capital was $163,209,000 at June 30, 2023. The Company had no short-term or long-term debt outstanding at June 30, 2023.

The Company’s backlog was $27.9 million at June 30, 2023 compared to $40.2 million at June 30, 2022.

Marc Elliott, Gencor’s President, commented, “Third quarter activity levels were very solid compared to the third quarter of fiscal 2022, and we achieved another quarter of strong operating margins of nearly 27%. Our profit enhancement was the result of a continuation of an improved materials environment, solid execution in manufacturing, and continued effective cost management efforts.

The Infrastructure Investment and Jobs Act continues to bear fruit for our industry along with the numerous states that have increased their infrastructure spending. We anticipate that equipment orders will follow the historic seasonal patterns for the upcoming fall and winter months as supply-chain issues and lead times improve. We are well-poised for an influx of new activity ahead, and remain optimistic about the growth of our business and our mission of delivering high-quality products to our customers.”

Gencor Industries, 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 June 30,					For the Nine Months Ended June 30,
	2023		2022			2023		2022
Net revenue	$	27,877,000	$	29,647,000		$	84,204,000	$	80,407,000
Cost of goods sold		20,365,000		23,968,000			61,780,000		64,831,000

Gross profit		7,512,000		5,679,000			22,424,000		15,576,000
Operating expenses:
Product engineering and development		845,000		951,000			2,616,000		3,219,000
Selling, general and administrative		3,214,000		2,577,000			9,075,000		9,340,000

Total operating expenses		4,059,000		3,528,000			11,691,000		12,559,000

Operating income		3,453,000		2,151,000			10,733,000		3,017,000
Other income (expense), net:
Interest and dividend income, net of fees		673,000		304,000			1,731,000		877,000
Net realized and unrealized gains (losses) on marketable securities, net		46,000		(3,693,000	)		2,700,000		(4,758,000	)
Other		—		(1,000	)				(139,000	)

Total other income (expense), net		719,000		(3,390,000	)		4,431,000		(4,020,000	)

Income (loss) before income tax expense (benefit)		4,172,000		(1,239,000	)		15,164,000		(1,003,000	)
Income tax expense (benefit)		960,000		(224,000	)		3,603,000		(153,000	)

Net income (loss)	$	3,212,000	$	(1,015,000	)	$	11,561,000	$	(850,000	)

Basic and diluted income (loss) per common share	$	0.22	$	(0.07	)	$	0.79	$	(0.06	)

GENCOR INDUSTRIES, INC.

Condensed Consolidated Balance Sheets

(Unaudited)


	June 30, 2023		September 30, 2022
ASSETS
Current assets:
Cash and cash equivalents	$	6,206,000	$	9,581,000
Marketable securities at fair value (cost of $89,502,000 at June 30, 2023 and $94,879,000 at September 30, 2022)		88,413,000		89,300,000
Accounts receivable, less allowance for doubtful accounts of $598,000 at June 30, 2023 and $370,000 at September 30, 2022		3,477,000		2,996,000
Costs and estimated earnings in excess of billings		6,913,000		2,118,000
Inventories, net		66,791,000		55,815,000
Prepaid expenses and other current assets		2,995,000		2,669,000

Total current assets		174,795,000		162,479,000

Property and equipment, net		12,969,000		13,491,000
Deferred and other income taxes		1,872,000		2,893,000
Other long-term assets		488,000		450,000

Total Assets	$	190,124,000	$	179,313,000

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	3,400,000	$	4,251,000
Customer deposits		5,834,000		5,864,000
Accrued expenses		1,976,000		1,885,000
Current operating lease liabilities		376,000		390,000

Total current liabilities		11,586,000		12,390,000
Non-current operating lease liabilities		60,000		6,000

Total liabilities		11,646,000		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 outstanding at June 30, 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 and outstanding at June 30, 2023 and September 30, 2022		232,000		232,000
Capital in excess of par value		12,590,000		12,590,000
Retained earnings		164,422,000		152,861,000

Total shareholders’ equity		178,478,000		166,917,000

Total Liabilities and Shareholders’ Equity	$	190,124,000	$	179,313,000

Caution Concerning Forward Looking Statements—This press release and our other communications and statements 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 “Exchange Act”), 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 on various 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 rate increases 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, actions government 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 recovery when 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 stricter sanctions 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 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, 2022: (a) Part I, Item 1A, “Risk Factors” 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 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

Document and Entity Information	Aug. 09, 2023
Cover [Abstract]
Entity Registrant Name	GENCOR INDUSTRIES INC
Amendment Flag	false
Entity Central Index Key	0000064472
Document Type	8-K
Document Period End Date	Aug. 09, 2023
Entity Address, Address Line One	5201 North Orange Blossom Trail
Entity Address, City or Town	Orlando
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	32810
City Area Code	(407)
Local Phone Number	290-6000
Entity Incorporation State Country Code	DE
Entity File Number	001-11703
Entity Tax Identification Number	59-0933147
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock ($.10 Par Value)
Trading Symbol	GENC
Security Exchange Name	NYSEAMER
Entity Emerging Growth Company	false