-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, QiVu9J+eU8/rJ3aoJ1+5W+EiFvt40fL9jLebzpXLLGfSlT1/nLdE6gawPHtRZpZ+ BASntDC9p2esMTWMoAriEA== 0000931763-95-000087.txt : 19950530 0000931763-95-000087.hdr.sgml : 19950530 ACCESSION NUMBER: 0000931763-95-000087 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19950331 FILED AS OF DATE: 19950515 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENCOR INDUSTRIES INC CENTRAL INDEX KEY: 0000064472 STANDARD INDUSTRIAL CLASSIFICATION: 3531 IRS NUMBER: 590933147 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-03821 FILM NUMBER: 95538639 BUSINESS ADDRESS: STREET 1: 5201 N ORANGE BLOSSOM TRAIL CITY: ORLANDO STATE: FL ZIP: 32810 BUSINESS PHONE: 4072906000 MAIL ADDRESS: STREET 2: 5201 N ORANGE BLOSSOM CITY: ORANLANDO STATE: FL ZIP: 32810 FORMER COMPANY: FORMER CONFORMED NAME: MECHTRON INTERNATIONAL CORP DATE OF NAME CHANGE: 19880128 FORMER COMPANY: FORMER CONFORMED NAME: MECHTRON GENCO CORP DATE OF NAME CHANGE: 19720411 FORMER COMPANY: FORMER CONFORMED NAME: MECHTRON CORP DATE OF NAME CHANGE: 19690909 10-Q 1 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1995 -------------------------------------------------- OR [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from_________________________to_______________________ Commission file number 0-3821 --------- GENCOR INDUSTRIES, INC. ----------------------- (Exact name of registrant as specified in its charter) Delaware 59-0933147 -------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporated or organization) Identification No.) 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) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ------- ------- Indicate number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date. Class Outstanding at April 29, 1995 ----- ----------------------------- Common stock, $.10 par value 1,338,832 shares Class B stock, $.10 par value 434,032 shares 1 Gencor Industries, Inc. Form 10-Q for the Quarter Ended March 31, 1995 Index -----
Page ---- Part I. Financial Information - Unaudited Item 1. Financial Statements a) Consolidated Balance Sheet - March 31, 1995 and September 30, 1994 3 b) Consolidated Income Statement - Three and Six Months Ended March 31, 1995 and 1994 4 c) Consolidated Statement of Cash Flows - Six Months Ended March 31, 1995 and 1994 5 d) Notes to Consolidated Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Position and Results of Operations 7 Part II. Other Information 8 Exhibit 11 10
2 PART I. FINANCIAL INFORMATION ITEM 1. - - - - - - ------- GENCOR INDUSTRIES, INC. CONSOLIDATED BALANCE SHEET (UNAUDITED) (DOLLARS IN THOUSANDS)
March 31, September 30, 1995 1994 ---- ---- Assets - - - - - - ------ Current assets: Cash and cash equivalents $ 1,240 $ 3,925 Accounts and notes receivable, less allowance for doubtful accounts of $2,411 and $2,533 7,530 5,532 Inventories: Raw materials 8,081 6,348 Work-in-progress 4,373 1,059 Finished goods 4,127 4,703 ---------- ---------- 16,581 12,110 Prepaid expenses, including deferred income taxes of $1,175 and $1,210 1,582 1,871 ---------- ---------- Total current assets 26,933 23,438 Property and equiptment, net 10,576 10,669 Other assets 366 432 ---------- ---------- $ 37,875 $ 34,539 ========== ========== Liabilities and Shareholder' Equity - - - - - - ----------------------------------- Current Liabilities: Notes payable $ 424 $ 964 Current portion of long-term debt 2,626 2,602 Accounts payable 6,220 3,700 Customer deposits 3,314 1,513 Accrued expenses 4,566 5,086 Income taxes payable 738 1,307 ---------- ---------- Total current liabilities 17,888 15,172 Long-term debt 10,633 11,623 Deferred income taxes 581 644 Shareholders' equity: Preferred stock, par value $0.10 per share; authorized 300,000 shares, none issued --- --- Common stock, par value $0.10 per share; authorized 5,000,000 shares; 1,605,267 and 1,459,507 shares issued, respectively 161 146 Class B stock, par value $0.10 per share; authorized 3,000,000 shares; 434,032 and 394,575 shares issued, respectively 43 40 Capital in excess of par value 7,741 6,807 Retained earnings 1,443 744 Cumulative translation adjustment 335 316 ---------- ---------- 9,723 8,053 Subscription receivable from officer (95) (100) Less common stock in treasury, at cost (266,435 and 242,214 shares, respectively) (855) (853) ---------- ---------- 8,773 7,100 Contingencies (Note 2) ---------- ---------- $ 37,875 $ 34,539 ========== ==========
See accampanying notes to consolidated financial statements. 3 GENCOR INDUSTRIES, INC. CONSOLIDATED INCOME STATEMENT (UNAUDITED) (DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
Three Months Ended Six Months Ended March 31, March 31, --------------------------- -------------------------- 1995 1994 1995 1994 ---- ---- ---- ---- Net revenue $ 18,686 $ 20,259 $ 30,144 $ 29,478 Costs and expenses: Production costs 12,566 14,819 21,158 22,200 Product engineering and development 524 523 942 1,038 Selling, general and administrative 3,023 2,518 5,057 4,491 ---------- ---------- ---------- ---------- 16,113 17,860 27,157 27,729 ---------- ---------- ---------- ---------- Operating income 2,573 2,399 2,987 1,749 Other income (expense): Interest income 8 19 10 37 Interest expense (262) (220) (507) (479) Miscellaneous 49 (32) 246 (42) ---------- ---------- ---------- ---------- Income before income taxes 2,368 2,166 2,736 1,265 Provision for income taxes 925 772 1,085 470 ---------- ---------- ---------- ---------- Net income $ 1,443 $ 1,394 $ 1,651 $ 795 ========== ========== ========== ========== Income per common share $ 0.81 $ 0.86 $ 0.98 $ 0.49 ========== ========== ========== ==========
See accompanying notes to consolidated financial statements. 4 GENCOR INDUSTRIES, INC. CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) (DOLLARS IN THOUSANDS)
Six Months Ended March 31, ------------------------ 1995 1994 ---- ---- Net Income $ 1,651 $ 795 Adjustments to reconcile net income to cash provided by operations: Depreciation and amortization 392 409 Loss on equipment disposal 3 3 Loss (gain) on foreign exchange (2) 3 Deposits to escrow account (300) Change in assets and liabilities: Decrease (increase) in receivables (1,985) 47 Increase in inventories (4,463) (941) Decrease in prepaid expenses 289 173 Increase (decrease) in deferred income taxes (63) 134 Increase in accounts payable and customer deposits 4,304 2,371 Increase (decrease) in accrued expenses (525) (362) Increase (decrease) in income taxes payable (570) 381 ---------- --------- Total adjustments (2,620) 2,642 ---------- --------- Cash provided (absorbed) by operations (969) 3,437 Cash flows from investing activities: Capital expenditures (227) (356) Other, net 28 (134) ---------- --------- Cash used for investing activities (199) (490) Cash flows from financing activities: Net reduction under lines of credit and notes payable (1,514) (736) Other, Net (2) 14 ---------- --------- Cash used for financing activities (1,516) (722) Effect of exchange rate changes on cash (1) (1) ---------- --------- Net increase (decrease) in cash (2,685) 2,224 Cash and cash equivalents at beginning of period 3,925 429 ---------- --------- end of period $ 1,240 $ 2,653 ========== ========= Supplemental cash flow information: - - - - - - ----------------------------------- Cash paid during the period for Interest $ 426 $ 402 ========== ========= Income taxes $ 1,683 $ --- ========== =========
See accompanying notes to consolidated financial statements. 5 Gencor Industries, Inc. Notes to Consolidated Financial Statements (Unaudited) NOTE 1 - BASIS OF PRESENTATION - - - - - - ------------------------------ The accompanying unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations. The accompanying unaudited interim consolidated financial statements and related notes should be read in conjunction with the financial statements and related notes included in the Company's 1994 Annual Report on Form 10-K. In the opinion of management, all material adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation have been included in the accompanying unaudited interim consolidated financial statements. Operating results for the six months ended March 31, 1995, are not necessarily indicative of the results that may be expected for the year ending September 30, 1995. NOTE 2 - LITIGATION - - - - - - ------------------- In September 1994, the Company settled its patent litigation with Standard Havens Products, Inc. The secondary liens on various assets and the restricted cash equivalents held in escrow were released in accordance with this confidential settlement agreement in October 1994. The Company is involved in various other litigation matters arising in the ordinary course of business. Management has reviewed all claims and lawsuits and, upon the advice of counsel, has made provision for estimable losses and expenses of litigation relating to claims against the Company. NOTE 3 - STOCK DIVIDEND - - - - - - ----------------------- On December 30, 1994, the Company issued a 10% stock dividend to all shareholders of record on November 16, 1994. Accordingly, amounts equal to the fair market value (based on quoted market prices) of the additional shares issued have been charged to retained earnings, to the extent available, and credited to Common and Class B Stock and capital in excess of par value. 6 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND - - - - - - ------- RESULTS OF OPERATIONS A. Consolidated Results of Operations ---------------------------------- Results of operations for the quarter ended March 31, 1995, as compared to the quarter ended March 31, 1994: Total net revenue for the quarter ended March 31, 1995 was $18,686,000 versus $20,259,000 for the same period of 1994, a decrease of $1,573,000 or 7.8% due to lower shipments during the last three months. Production costs were $12,566,000 or 67.2% of net revenue in the second quarter of fiscal 1995, versus $14,819,000 or 73.1% of net revenue in the same period in fiscal 1994. The decrease in production cost dollars is a direct result of the decreased shipments and lower indirect production costs partially offset by slightly higher service costs. The lower production costs percentage is a result of an increase in sales of higher margin products and lower indirect production costs, partially offset by slightly higher service costs. Selling, general and administrative expenses increased in the second quarter of fiscal 1995 to $3,023,000 from $2,518,000 in the same period of fiscal 1995 due primarily to higher commissions and an increase in bad debt expense. The change in interest expense reflects lower average borrowings and higher interest rates. Net income in the second quarter of fiscal 1995 amounted to $1,443,000, a $49,000 improvement over the second quarter of fiscal 1994 net income of $1,394,000 as a result of the above factors. Results of operations for the six months ended March 31, 1995, as compared to the six months ended March 31, 1994: Total net revenue for the six months ended March 31, 1995, was $30,144,000 versus $29,478,000 for the same period of 1994, an increase of $666,000 or 2.3% due to a slight increase in sales of asphalt production equipment. Production costs were $21,158,000 or 70.2% of net revenue in the first six months of fiscal 1995, versus $22,200,000 or 75.3% of net revenue in the same period in fiscal 1994. The decrease in production costs dollars is a direct result of lower repairs, maintenance, and service costs during the six months, partially offset by the increased sales volume. The lower production costs percentage is a result of increased sales of higher margin products and lower indirect production and service costs. Product engineering and development costs declined $96,000 or 9.2% primarily as a result of lower personnel costs. Selling, general, and administrative expenses increased in the first six months of fiscal 1995 to $5,057,000 from $4,491,000 in the same period of fiscal 1994, due primarily to higher commissions and an increase in bad debt expense. The change in interest expense for the reporting period reflects lower average borrowings and higher interest rates. 7 Net income increased in the first six months of fiscal 1995 to $1,651,000, from $795,000 in the first six months of fiscal 1994 as a result of the above factors. Liquidity and Capital Resources - - - - - - ------------------------------- The Company had working capital at March 31, 1995 of $9,045,000 as compared with working capital of $8,266,000 as of September 30, 1994. The increase in working capital resulted from an increase in accounts receivable and inventories, partially offset by an increase in customer deposits and accounts payable. The Company's asphalt production equipment operations are subject to seasonal fluctuations, often resulting in lower sales in the first and fourth fiscal quarters of each year and much lower earnings or losses during such quarters. Traditionally, asphalt producers do not purchase new equipment or replace old equipment during the summer and fall months, thereby avoiding disruption of their activities during such peak periods of highway construction. The Company owns several real estate properties which are regarded as excess and are unused as a result of having built more efficient, modern facilities and consolidation. The proceeds of these sales will be used primarily to reduce bank debt. The Company cannot predict when it will sell these parcels of property. The Company has a dispute with the holder of the second mortgage on its Orlando property and, as a consequence, such mortgage is in default. The matter is under review by the partners and if the Company will be not able to negotiate a satisfactory resolution, it intends to litigate the issues vigorously. As of this time, such mortgage is included in the current portion of long-term debt. The Company believes that, assuming a continuation of all present conditions and banking arrangements, it will be able to meet its working capital needs during fiscal 1995 through operations. B. Financial Condition as of March 31, 1995 ---------------------------------------- There are no material changes in the Company's financial condition from that reported as of September 30, 1994. PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS - - - - - - -------------------------- See Note 2-Litigation in Notes to Consolidated Financial Statements. ITEM 3. DEFAULTS - - - - - - ----------------- See Item 2-Liquidity and Capital Resources. 8 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - - - - - - ----------------------------------------- A. Exhibits: (11) Statement regarding computation of earnings per share. (27) Financial Data Schedule. B. Reports on Form 8-K: None 9 SIGNATURES Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. GENCOR INDUSTRIES, INC. Date: May 5, 1995 /s/ Robert O. Sollman, Jr. ----------------------------- Robert O. Sollman, Jr. Vice President/Treasurer 11 EX-11 2 EARNINGS PER SHARE EXHIBIT 11 GENCOR INDUSTRIES, INC. COMPUTATIONS OF NET INCOME PER SHARE
Three Months Ended Six Months Ended December 31, March 31, ----------------------------- ----------------------------- 1995 1994 1995 1994 ---- ---- ---- ---- Earnings per share - - - - - - ------------------ Net income $1,443,000 $1,394,000 $1,651,000 $ 795,000 ========== ========== ========== ========== Average number of shares outstanding 1,772,864 1,611,868 1,692,366 1,609,341 ========== ========== ========== ========== Net income per share $ 0.81 $ 0.86 $ 0.98 $ 0.49 ========== ========== ========== ========== Additional primary computation - - - - - - ------------------------------ Average number of shares outstanding 1,772,864 1,611,868 1,692,366 1,609,341 Add dilutive effect of outstanding options (as determined by application of the treasury stock method) 37,590 14,929 29,289 13,544 ---------- ---------- ---------- ---------- Average number of shares outstanding; as adjusted 1,810,454 1,626,797 1,721,655 1,622,885 ========== ========== ========== ========== Net income per share $ 0.80 (A) $ 0.86 (A) $ 0.96 (A) $ 0.49 (A) ========== ========== ========== ========== Additional fully diluted computation - - - - - - ------------------------------------ Average fully diluted computation 1,772,864 1,611,868 1,692,366 1,609,341 Add dilutive effect of outstanding options (as determined by the application of the treasury stock method) 37,590 14,929 29,289 15,040 ---------- ---------- ---------- ---------- Average number of shares outstanding, as adjusted 1,810,454 1,626,797 1,721,655 1,624,381 ========== ========== ========== ========== Net income per share $ 0.80 (A) $ 0.86 (A) $ 0.96 (A) $ 0.49 (A) ========== ========== ========== ==========
(A) This calculation is submitted in accordance with Regulations S-K Item 601 (b)(11), although it is not required by footnote to paragraph 14 of APB Opinion No. 15 because it results in dilution of less than 3%. 10 EX-27 3 FINANCIAL DATA SCHEDULE
5 1,000 YEAR SEP-30-1995 OCT-01-1994 MAR-01-1995 1,240 0 7,530 (2,411) 16,581 26,933 18,647 (8,071) 37,875 (17,888) (10,633) (204) 0 0 (8,569) (37,875) (30,144) (30,144) 21,158 21,158 0 180 507 2,736 1,085 1,651 0 0 0 1,651 0.98 0.98
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