UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SD
Specialized Disclosure Report
GENCOR INDUSTRIES, INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 001-11703 | 59-0933147 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. employer identification no.) |
| 5201 North Orange Blossom Trail, Orlando, Florida | 32810 | |
| (Address of principal executive offices) | (Zip code) |
Eric E. Mellen
(407) 290-6000
(Name and telephone number, including area code, of the person to contact in connection with this report.)
Check the appropriate box to indicate the rule pursuant to which this form is being filed, and provide the period to which the information in this form applies:
| x | Rule 13p-1 under the Securities Exchange Act for the reporting period from January 1 to December 31, 2015. |
Section 1 – Conflict Minerals Disclosure
Item 1.01 Conflict Minerals Disclosure and Report
Conflict Minerals Disclosure
A copy of Gencor Industries, Inc.’s Conflict Minerals Report for the period from January 1 to December 31, 2015 is filed as Exhibit 1.01 and is incorporated herein by reference.
Item 1.02 Exhibit
The Company has prepared a Conflict Minerals Report, which is attached to this specialized disclosure report on Form SD as Exhibit 1.01.
Section 2 – Exhibits
Item 2.01 Exhibits
Exhibit 1.01 – Conflict Minerals Report, as required by Items 1.01 and 1.02 of this Form.
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.
Date: May 27, 2016
| GENCOR INDUSTRIES, INC. | ||
| By: | /s/ Eric E. Mellen | |
| Eric E. Mellen Chief Financial Officer | ||
Exhibit 1.01
Gencor Industries, Inc.
Conflict Minerals Report
This report for the year ended December 31, 2015 is presented to comply with Rule 13p-1 under the Securities Exchange Act of 1934 (the “Rule”) for Gencor Industries, Inc. (“we”, the “Company” or “Gencor”). The Rule was adopted by the Securities and Exchange Commission to implement reporting and disclosure requirements related to “conflict minerals” as directed by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank Act). Conflict minerals are defined by the SEC as columbite-tantalite (coltan), cassiterite, gold, wolframite, or their derivatives, which are limited to tantalum, tin, and tungsten (“Conflict Minerals” or “3TG”).
In accordance with the Rule, we conducted a Reasonable Country of Origin Inquiry (“RCOI”) to determine if any of our products contain Conflict Minerals originating from the Democratic Republic of the Congo (“DRC”) or an adjoining country (“Covered Countries”).
Company and Product Overview
The Company designs, manufactures, and sells machinery and related equipment used primarily for the production of asphalt for highway construction. The Company’s principal products include asphalt plants, combustion systems, and fluid heat transfer systems. The Company believes that its technical and design capabilities and environmentally friendly process technology have enabled it to become a leading producer of highway construction materials.
Conflict Minerals Policy
Gencor is committed to working closely with its supply chain to ensure we comply with the requirements set forth in Section 1502 of the Dodd-Frank Act.
Gencor does not knowingly source any product containing Conflict Minerals. We continue work on our due diligence process in order to verify that the components we source do not contain Conflict Minerals. We have requested that our suppliers commit to responsible sourcing of 3TG used in the production of components supplied to us. We expect our suppliers to have in place policies and due diligence measures that will enable us to reasonably assure that products and components supplied to us containing 3TG are DRC conflict free.
Due Diligence Efforts
We have relationships with a network of suppliers. There are generally multiple tiers between the mines where Conflict Minerals are extracted and our suppliers. In accordance with the Rule we undertook a country of origin inquiry to determine the source of the Conflict Minerals, which are necessary for the functionality or production of the products we manufacture.
We conducted a RCOI regarding the Conflict Minerals. This reasonable country of origin inquiry was designed to determine whether any of the Conflict Minerals originated in the Covered Countries.
The first step performed by the Company to ascertain exposure to Conflict Minerals was to conduct internal interviews with the Company’s Engineering and Purchasing Departments. The information obtained from those interviews revealed that the Company may have exposure to Conflict Minerals from four suppliers.
We relied on our direct suppliers to provide information on the origin of the 3TG contained in components and materials supplied to us, including sources of 3TG that are supplied to them from lower tier suppliers. The Company does not purchase Conflict Minerals directly from mines, smelters, or refiners. Our suppliers were requested to perform due diligence to determine the source of any conflict minerals that are contained in the components that they supply to us.
From our RCOI efforts, we determined in good faith that for the year ended December 31 2015, our conflict minerals status resulting from our due diligence efforts for our products is “DRC conflict undeterminable”. This determination was made because we do not have sufficient information from all four suppliers regarding all of the smelters and refiners that processed the necessary conflict minerals in our products to conclude whether the conflict minerals originated in the Covered Countries and, if so, whether the conflict minerals were from recycled or scrap sources or were or were not from other conflict free sources.
Future Actions
In connection with the annual preparation of the Form SD and the associated ongoing due diligence related to Conflict Minerals, the Company anticipates taking the following steps to improve its due diligence measures and further mitigate the risk that Conflict Minerals may be contained in the Company’s products: enhance due diligence procedures to be able to determine the location of origin for Conflict Minerals; vet all new suppliers for their ability to comply with the RCOI criteria of the Rule; conform with the framework in The Organization for Economic Cooperation and Development Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas and the related Supplements for Gold and for Tin, Tantalum and Tungsten; and engage in industry initiatives encouraging conflict-free supply chains.
Audit
For calendar year 2015, in accordance with the Rule, an independent private sector audit of this Report was not required. The Rule provides a temporary accommodation for completing an independent audit for a period of four calendar years after 2012 for Smaller Reporting Companies as defined by the registrant’s filing status. Gencor’s filing status in 2015 was a Smaller Reporting Company. Therefore, Gencor would be allowed a four year temporary accommodation from completing an independent audit of our diligence efforts.