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, 2024

(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, 2024 Gencor Industries, Inc. issued a press release announcing its financial results for the third quarter of fiscal 2024. 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, 2024

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, 2024	By:	/s/ Marc G. Elliott
		Marc G. Elliott, President

August 9, 2024	By:	/s/ Eric E. Mellen
		Eric E. Mellen, Chief Financial Officer

Index to Exhibits


Exhibit No.		Description

99.1		Earnings Release dated August 9, 2024

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

Exhibit 99.1

GENCOR RELEASES THIRD QUARTER FISCAL 2024 RESULTS

August 9, 2024 (PRIME NEWSWIRE) - Gencor Industries, Inc. (the “Company” or “Gencor”) (NYSE American: GENC) announced today net revenues for the quarter ended June 30, 2024 decreased $2,326,000 to $25,551,000, from $27,877,000 for the quarter ended June 30, 2023. The decrease in revenues was in equipment sales recognized at a point in time and reduced parts sales. The lower revenues reflect the delayed timing of the shipment of orders.

As a percent of sales, gross profit margins decreased to 23.9% in the quarter ended June 30, 2024, compared to 26.9% in the quarter ended June 30, 2023, on lower absorption from reduced production and lower parts sales.

Product engineering and development expenses decreased by $21,000 to $824,000 for the quarter ended June 30, 2024, as compared to $845,000 for the quarter ended June 30, 2023. Selling, general and administrative (“SG&A”) expenses increased by $76,000 to $3,290,000 for the quarter ended June 30, 2024, compared to $3,214,000 for the quarter ended June 30, 2023. The increase in SG&A expenses was due to increased professional fees.

Operating income decreased from $3,453,000 for the quarter ended June 30, 2023 to $1,993,000 for the quarter ended June 30, 2024, due to lower net revenues, reduced gross profit margins, and slightly higher operating expenses.

For the quarter ended June 30, 2024, the Company had net other income of $1,329,000 compared to $719,000 for the quarter ended June 30, 2023. Interest and dividend income, net of fees, was $966,000 for the quarter ended June 30, 2024 as compared to $673,000 in the quarter ended June 30, 2023. The increase was primarily due to higher interest rates earned on increased cash balances and fixed income investments. The net realized and unrealized gains on marketable securities were $363,000 for the quarter ended June 30, 2024 versus $46,000 for the quarter ended June 30, 2023, due to the sale of bonds prior to maturity.

The effective income tax rate for the quarters ended June 30, 2024 and June 30, 2023 was 23.0%, based on the expected annual effective income tax rate.

Net income for the quarter ended June 30, 2024 was $2,558,000, or $0.17 per basic and diluted share, versus net income of $3,212,000, or $0.22 per basic and diluted share, for the quarter ended June 30, 2023.

For the nine months ended June 30, 2024 the Company had net revenues of $92,245,000 and net income of $13,106,000 ($0.89 per basic and diluted share) versus net revenues of $84,204,000 and net income of $11,561,000 ($0.79 per basic and diluted share) for the nine months ended June 30, 2023.

At June 30, 2024, the Company had $116,585,000 of cash and marketable securities compared to $101,283,000 at September 30, 2023. Net working capital was $178,966,000 at June 30, 2024. The Company had no short-term or long-term debt outstanding at June 30, 2024.

The Company’s backlog was $46.6 million at June 30, 2024 compared to $27.9 million at June 30, 2023.

Marc Elliott, Gencor’s President, commented, “Third quarter fiscal 2024 revenues dipped from the prior year, primarily due to timing of revenue recognition on orders nearing completion. This is positively reflected in our elevated backlog of $46.6 million, a historic high for this time of year with an unprecedented 67% increase over fiscal 2023.

Our performance over the first nine months has been strong, with increased revenue and a 13% rise in net income over the prior year. We are optimistic about the future, represented by continued demand for our equipment and a robust highway funding mechanism to sustain continued growth. We remain focused on our costs and look for new ways to improve productivity as we work on our substantial backlog and toward our fiscal year end goal.”

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 Income Statements

(Unaudited)


	For the Quarters Ended June 30,				For the Nine Months Ended June 30,
	2024		2023		2024		2023
Net revenue	$	25,551,000	$	27,877,000	$	92,245,000	$	84,204,000
Cost of goods sold		19,444,000		20,365,000		66,282,000		61,780,000

Gross profit		6,107,000		7,512,000		25,963,000		22,424,000
Operating expenses:
Product engineering and development		824,000		845,000		2,518,000		2,616,000
Selling, general and administrative		3,290,000		3,214,000		10,997,000		9,075,000

Total operating expenses		4,114,000		4,059,000		13,515,000		11,691,000

Operating income		1,993,000		3,453,000		12,448,000		10,733,000
Other income (expense), net:
Interest and dividend income, net of fees		966,000		673,000		2,485,000		1,731,000
Net realized and unrealized gains on marketable securities, net		363,000		46,000		2,087,000		2,700,000

Total other income (expense), net		1,329,000		719,000		4,572,000		4,431,000

Income before income tax expense		3,322,000		4,172,000		17,020,000		15,164,000
Income tax expense		764,000		960,000		3,914,000		3,603,000

Net income	$	2,558,000	$	3,212,000	$	13,106,000	$	11,561,000

Net income per common share - basic and diluted	$	0.17	$	0.22	$	0.89	$	0.79

GENCOR INDUSTRIES, INC.

Condensed Consolidated Balance Sheets

(Unaudited)


	June 30, 2024		September 30, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	28,780,000	$	17,031,000
Marketable securities at fair value (cost of $87,721,000 at June 30, 2024 and $85,514,000 at September 30, 2023)		87,805,000		84,252,000
Accounts receivable, less allowance for credit losses of $447,000 at June 30, 2024 and $545,000 at September 30, 2023		2,923,000		2,467,000
Costs and estimated earnings in excess of billings		2,700,000		1,508,000
Inventories, net		63,232,000		71,527,000
Prepaid expenses and other current assets		531,000		2,169,000

Total current assets		185,971,000		178,954,000

Property and equipment, net		12,038,000		13,246,000
Deferred and other income taxes		3,273,000		3,167,000
Other long-term assets		473,000		381,000

Total Assets	$	201,755,000	$	195,748,000

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	2,346,000	$	3,269,000
Customer deposits		2,560,000		6,815,000
Accrued expenses		1,740,000		3,753,000
Current operating lease liabilities		359,000		328,000

Total current liabilities		7,005,000		14,165,000
Non-current operating lease liabilities		61,000		—

Total liabilities		7,066,000		14,165,000

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, 2024 and September 30, 2023		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, 2024 and September 30, 2023		232,000		232,000
Capital in excess of par value		12,590,000		12,590,000
Retained earnings		180,633,000		167,527,000

Total shareholders’ equity		194,689,000		181,583,000

Total Liabilities and Shareholders’ Equity	$	201,755,000	$	195,748,000

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, changes in the economic and competitive environments and demand for the Company’s products. In addition, the impact of the invasion by Russia into Ukraine and the conflict between Israel and Hamas, as well as actions taken by other countries, including the U.S., in response to such 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-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, 2023: (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, 2024
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, 2024
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