☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Incorporated in theState of
IdentificationNo. 59-0933147
Common Stock ($.10 Par Value)
Title of Class | Trading Symbol(s) | Name of Exchange on which Registered | ||
Common Stock ($.10 Par Value) | GENC | NASDAQ Global Market |
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of RegulationS-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form10-K or any amendment to thisForm 10-K. ☒
Large | ☐ | Accelerated | ||||
Smaller | ||||||
Emerging | ☐ |
The
quarter: $109,937,000.
11, 2020:
Common Stock ($.10 par value): | 12,287,337 shares | |||
Class B Stock ($.10 par value): | 2,318,857 shares |
ITEM | BUSINESS |
plants. entities ended in 2013.two facilities in the United States. The Company’s products are sold through a combination of Company sales representatives and independent dealers and agents located throughout the world. and wide range of products have enabled it to become a leading producer of highway construction materials fuelshot mix asphalt plants and environmental control equipment worldwide.related components in North America. The Company believes it has the largest installed base of asphalt production plants in the United States.theits business has historically been seasonal. Traditionally, the Company’s customers do not purchase new equipment for shipment during the summer and fall months to avoid disrupting their peak season for highway construction and repair work. The majority of orders for the Company’s productsasphalt plants are typically received between October and February, with a significant volume of shipments occurring prior to June. The principal factors driving demand for the Company’s products are the level of governmentfederal and state funding for domestic highway construction and repair, the replacement of existing plants, the need for spare parts, and a continuing trend towards efficiencies of aefficient, larger plant.Gencor no longer has anyGencor’s ownership in the two synthetic fuel entities.
equipment.
Report.
ITEM | RISK FACTORS |
2018. No customer accounted for 10% or more of fiscal 2020 or 2019 revenues. If the Company had customers that accounted for a significant portion of its net revenues, then the loss of any of those customers, or a significant reduction in sales to any such customer, could adversely affect the Company’s revenues and, consequently, its business. on Form10-K should be carefully considered. The risks and uncertainties described below are not the only ones the Company faces. Additional risks and uncertainties not presently known to the Company, or that the Company presently deems less significant, may also impair the Company’s operations. If any of the following risks actually occur, the Company’s business operating results and financial condition could be materially adversely affected. The order of these risk factors does not reflect their relative importance or likelihood of occurrence.Rising oil prices, volatileVolatile steel prices and shortage of qualified workers may have adverse effects on the Company. Market conditions could limit the Company’s ability to raise selling prices to offset increases in material andand/or labor costs..Many contractors depend on funding by federal, foreign,provincial, state and local agencies for highway, transit and infrastructure programs. Future legislation may increase or decrease government spending, which, if decreased, could have a negative effect on the Company’s financial condition or results of operations. Federal and/or state funding allocated to infrastructure may be decreaseddecrease in the future.In fiscal years 2017, 2016 and 2015,thisany relationship with a large customer, or a significant downturn in the business or financial condition of any such customer, could have adverse consequences on the Company’s future business.oneits largest customer was 13%9% in fiscal 2017, 14%2020, 6% in fiscal 20162019 and 15%3% in fiscal 2015.Securities and Exchange CommissionSEC pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 require the Company to assess its internal control over financial reporting annually. The rules governing the standards that must be met for management to assess its internal control over financial reporting are complex. They require significant documentation, testing, and possible remediation of any significant deficiencies in and/or material weaknesses of internal controls in order to meet the detailed standards under these rules. The Company has evaluated its internal control over financial reporting as effective as of September 30, 2017.2020. See Item 9A – Controls and Procedures – Management’s Annual Report on Internal Control over Financial Reporting. Although the Company has evaluatedconcluded that its internal control over financial reporting aswas effective as of September 30, 2017,2020, in future fiscal years, the Company may encounter unanticipated delays or problems in assessing its internal control over financial reporting as effective or in completing its assessments by the required dates. In addition, the Company cannot assure yoube assured that, if required, its independent registered public accountants will attest that internal control over financial reporting is effective in future fiscal years. If the Company cannot assess its internal control over financial reporting as effective, investor confidence and share value may be negatively impacted.
The Company records revenues design, manufacture and profits on manysale of its contracts usingcustom equipment are recognized over time when thepercentage-of-completion method performance obligation is satisfied by transferring control of accounting.the equipment. Control of the equipment transfers over time as the equipment is unique to the specific contract and thus does not create an asset with an alternative use. Revenues and costs are recognized in proportion to actual labor costs incurred, as compared with total estimated labor costs expected to be incurred during the entire contract. As a result, revisions made to the estimates of revenues and profits are recorded in the period in which the conditions that require such revisions become known and can be estimated. Although the Company believes that its profit margins are fairly stated and that adequate provisions for losses for its fixed-price contracts are recorded in the financial statements, as required under U.S.by accounting principles generally accepted accounting principlesin the United States of America (“GAAP”), the Company cannot assure you that its estimated contract profit margins will not decrease or its estimated loss provisions will not increase materially in the future.
acquisitions.
DemandfortheCompany’sproductsiscyclicalinnature.
nature.
credit.
results.
quarterly operating losses.
affected.
TheCompanymayberequiredtodefenditsintellectualpropertyagainstinfringementoragainstinfringementclaimsofothers.
products.
operations.
regulations.
control.
shareholders.
officers.
For the foreseeable future, thefuture.
ITEM | UNRESOLVED STAFF COMMENTS |
ITEM | PROPERTIES |
Location | Owned Acreage | Building Square Footage | Principal Function | |||||||
Marquette, Iowa | 72.0 | 137,000 | Offices and manufacturing | |||||||
Orlando, Florida | 27.0 | 215,000 | Corporate offices and manufacturing |
Location | Acreage | Building Square Footage | Principal Function | |||||||
Marquette, Iowa | 72.0 | 137,000 | Owned offices and manufacturing - Gencor | |||||||
Orlando, Florida | 27.0 | 215,000 | Owned corporate offices and manufacturing - Gencor | |||||||
Chambersburg, Pennsylvania | 7.4 | 91,500 | Leased offices and manufacturing – Blaw-Knox (as of September 1, 2020) |
ITEM | LEGAL PROCEEDINGS |
ITEM | MINE SAFETY DISCLOSURES |
There were no matters submitted during the fourth quarter of this fiscal year to a vote of security holders.
ITEM | MARKET FOR |
Stock Split
On July 11, 2016,“GENC.”
Following are the high and low closing prices for the Company’s common stock for the periods indicated:
2017 | HIGH | LOW | ||||||
First Quarter | $ | 16.05 | $ | 11.01 | ||||
Second Quarter | $ | 16.15 | $ | 13.50 | ||||
Third Quarter | $ | 16.80 | $ | 15.10 | ||||
Fourth Quarter | $ | 17.85 | $ | 15.35 | ||||
2016 | HIGH | LOW | ||||||
First Quarter | $ | 9.25 | $ | 6.07 | ||||
Second Quarter | $ | 10.29 | $ | 7.00 | ||||
Third Quarter | $ | 10.62 | $ | 9.19 | ||||
Fourth Quarter | $ | 13.41 | $ | 9.84 |
Exchange Act.
Plan | Number of Securities to be Issued upon Exercise of Outstanding Options | Weighted-Average Exercise Price of Outstanding Options | Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans | |||||||||
2009 Incentive Compensation Plan | 440,000 | $ | 5.739 | 582,000 | * |
Plan | Number of Securities to be Issued upon Exercise of Outstanding Options | Weighted-Average Exercise Price of Outstanding Options | Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans | |||||||||
2009 Incentive Compensation Plan | 252,492 | $ | 6.205 | — |
COMPARATIVE5-YEAR CUMULATIVE RETURN GRAPH
The following graph sets forth the cumulative total return to the Company’s shareholders during the five-year period ended September 30, 2017, as well as the Wilshire USMicro-Cap Price Index and the Dow Jones Heavy Construction Index. The stock performance assumes $100 was invested on October 1, 2012.
Comparison of Cumulative Total Return among Gencor Industries, Inc., the
Wilshire US Micro-Cap Price Index and the Dow Jones Heavy Construction Index
With Base Year of 2012: | 9/30/2012 | 9/30/2013 | 9/30/2014 | 9/30/2015 | 9/30/2016 | 9/30/2017 | ||||||||||||||||||
Gencor Industries, Inc. | 100.00 | 115.95 | 132.70 | 122.16 | 242.84 | 357.77 | ||||||||||||||||||
DJ Heavy Construction Index | 100.00 | 125.38 | 119.13 | 87.91 | 98.97 | 106.11 | ||||||||||||||||||
Wilshire USMicro-Cap Index | 100.00 | 131.96 | 139.78 | 138.23 | 155.37 | 191.34 |
On December 1, 2017, the Company’s stock was available for trading on the NASDAQ Global Market under the symbol “GENC.”
Selected Consolidated Statement of Operations Data:
Years Ended September 30 | ||||||||||||||||||||
2017 | 2016 | 2015 | 2014 | 2013 | ||||||||||||||||
Net Revenue | $ | 80,608,000 | $ | 69,991,000 | $ | 39,230,000 | $ | 40,017,000 | $ | 48,943,000 | ||||||||||
Operating Income (Loss) | 10,236,000 | 7,816,000 | (794,000 | ) | (26,000 | ) | 2,578,000 | |||||||||||||
Net Income (Loss) | 8,418,000 | 7,043,000 | (1,819,000 | ) | 3,473,000 | 6,725,000 | ||||||||||||||
Per Share Data: | ||||||||||||||||||||
Basic – Net Income (Loss) | $ | 0.58 | $ | 0.49 | $ | (0.13 | ) | $ | 0.24 | $ | 0.47 | |||||||||
Diluted – Net Income (Loss) | $ | 0.57 | $ | 0.48 | $ | (0.13 | ) | $ | 0.24 | $ | 0.47 |
Selected Consolidated Balance Sheet Data:
September 30 | ||||||||||||||||||||
2017 | 2016 | 2015 | 2014 | 2013 | ||||||||||||||||
Current Assets | $ | 137,118,000 | $ | 123,420,000 | $ | 112,366,000 | $ | 110,619,000 | $ | 108,791,000 | ||||||||||
Current Liabilities | 12,374,000 | 8,191,000 | 7,399,000 | 2,960,000 | 6,036,000 | |||||||||||||||
Total Assets | 142,893,000 | 128,712,000 | 120,144,000 | 117,828,000 | 116,948,000 | |||||||||||||||
Long Term Debt | — | — | — | — | — | |||||||||||||||
Shareholders’ Equity | 128,918,000 | 120,205,000 | 112,745,000 | 114,175,000 | 110,428,000 |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
On the eve of its expiration, aForm10-KAnnual Report contains certain “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act, of 1934, as amended (the “Exchange Act”), which represent the Company’s expectations and beliefs, including, but not limited to, statements concerning gross margins, sales of the Company’s products and future financing plans, income from investees and litigation. These statements by their nature involve substantial risks and uncertainties, certain 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, the performance of the investment portfolio and the demand for the Company’s products. Industries, Inc. (the “Company”), is a leading manufacturer of heavy machinery used in the production of highway construction materials and environmental control equipment. The Company’s core products include asphalt plants, combustion systems, and fluid heat transfer systems.systems and asphalt pavers. The Company’s products are manufactured in twoat three facilities in the United States.crude oil (liquid asphalt),liquid asphalt, and a trend towards larger more efficient largerasphalt plants.On July 6, 2012, President Obama signed a $118 billion transportation bill, Moving Ahead for Progress in the 21st Century Act(“MAP-21”).MAP-21 included a final three-month extension of the previousSAFETEA-LU bill at then current spending levels combined with a newtwo-year, $105 billion authorization of the federal highway, transit, and safety programs effective October 1, 2012. The bill provided states with two years of funding to build roads, bridges, and transit systems. On August 8, 2014, President Obama signed a $10.8 billionten-month bill to fund Federal highway and mass-transit programs through May 31, 2015. On May 29, 2015,MAP-21 was extended through July 31, 2015. On July 31, 2015, President Obama signed a three-month extension ofMAP-21, which provided $8 billion in funding for the Highway Trust Fund from August 1, 2015 through October 29, 2015. Two additional short-term extensions were approved between October 29, 2015 and December 4, 2015.includesincluded spending of more than $205 billion on roads and highways over five years. The 2016 funding levels arewere approximately 5% above 2015 projected funding, with annual increases between 2.0% and 2.5% from 2016 through September 2020.The Canadian government has also enacted major infrastructure stimulus programs. In 2007, the Building Canada Plan provided $33 billion Additionally, numerous other states have taken steps to increase their gas tax revenues in infrastructure funding through 2014. The 2014 New Building Canada Fund is one component within the $53 billion 2014 New Building Canada Plan. The 2014 New Building Canada Fund provided funding for infrastructure projects at the national, provincial and local levels.In addition to government funding and overall economic conditions, fluctuationsrecent years.oil,carbon steel, which is a major componentsignificant cost and material used in the manufacturing of asphalt mix,the Company’s equipment, may affect the Company’s financial performance. An increase in the price of oil increases the cost of liquid asphalt and could decrease demand forhot-mix asphalt paving materials and certain of the Company’s products. The Company will pass increased freight costs on to its customers. However, the Company may not be able to recapture all of the increased costs and thus could have a negative impact on the Company’s financial performance.Steel is a major component used in manufacturing the Company’s equipment. The Company is subject to fluctuations in market prices for raw materials, such as steel. If the Company is unable to purchase materials it requires or is unable to pass on price increases to its customers or otherwise reduce its cost of goods sold, its business results of operations and financial condition may be adversely affected.
2019
FAST Act through September 2021.
this Annual Report. Accordingly, the historical information included in this Annual Report, unless otherwise indicated, is that of Gencor prior to the acquisition.
2020 or September 30, 2019.
2020 or September 30, 2019.
Year ended September 30, 2016 compared with the year ended September 30, 2015
Net revenue for the year ended September 30, 2016 was $70.0 million, an increase of 78.4% or $30.8 million from $39.2 million for the year ended September 30, 2015. Net revenue for the fourth quarter of 2016 was up 79.3% or $6.5 million over the fourth quarter of 2015. On December 4, 2015, President Obama signed the FAST Act, which gave our U.S. customers the confidence to invest in new asphalt equipment for production capacity expansion and replacement of older, less efficient equipment. The Company’s increased net revenue reflects a significantly improved demand for its equipment due to the passing of the FAST Act. In Canada, orders were weak in fiscal 2016 due to low oil prices impacting the Canadian economy and the increase in theUS-Canada exchange rate.
Gross profit for fiscal 2016 was 25.0% of net revenue versus 19.1% of net revenue in fiscal 2015. The gross profit increase in 2016 was due to higher net revenue and improved overhead absorption from increased production volumes.
Product engineering and development expenses increased $145,000 or 10.2% from fiscal 2015 due to increased headcount. SG&A expenses increased $1,264,000 or 18.4% to $8,142,000 from $6,878,000 in fiscal 2015. SG&A expenses increased due to increased headcount, and increased sales commissions due to higher net revenue. As a percentage of net revenue, SG&A expenses declined to 11.6%, compared to 17.5% in the prior year.
Fiscal 2016 had operating income of $7,816,000 versus an operating loss of $(794,000) in fiscal 2015. As compared to fiscal 2015, the improved operating results were due to significantly higher net revenue, resulting in improved cost absorption, partially offset by a moderate increase in SG&A.
As of September 30, 2016 and 2015, the cost basis of thelower investment portfolio was $86.2 million and $87.1 million, respectively. For the years ended September 30, 2016 and 2015, Investment Income was $0.8 million and $0.9 million, respectively. The net realized and unrealized gains on marketable securities were $0.8 million in fiscal 2016 versus net losses of $(3.6) million in fiscal 2015. Total cash and investment balance at September 30, 2016 was $104.2 million, compared to the September 30, 2015 cash and investment balance of $95.5 million, an increase of $8.6 million.
The effective income tax rate for fiscal 2016 was 25.1% versus a benefit of (48.7%) in fiscal 2015. As of September 30, 2015, the Company had $900,000 in R&D Credits carryforwards. In fiscal 2016, there was a net usage of R&D Credits of $253,000, bringing the total R&D Credits carry-forwards to $647,000 at September 30, 2016. The $647,000 of R&D Credits carryforwards, which are included in net deferred and other income tax liabilities of $(316,000) at September 30, 2016, expire in fiscal years 2031 through 2035.
As of September 30, 2015, the Company had $214,000 in Florida R&D Credits carryforwards. The Company received additional net Florida R&D Credits of $10,000 in fiscal 2016. The $224,000 of Florida R&D Credits, which are included in net deferred and other income tax liabilities of $(316,000) at September 30, 2016, expire in fiscal 2020.
Net income for the year ended September 30, 2016 was $7,043,000 or $0.48 per diluted share versus a net loss of $(1,819,000) or $(0.13) per diluted share for the year ended September 30, 2015 (adjusted forthree-for-two stock split – see Note 10 to Consolidated Financial Statements). The increase in net income was primarily due to the improved net revenue and higher gross profit margins.
income.
In April 2020, a financial institution issued an irrevocable standby letter of credit (“letter of credit”) on behalf of the Company for the benefit of one of the Company’s insurance carriers. The maximum amount that can be drawn by the beneficiary under the letter of credit is $150,000. The letter of credit expires in April 2021, unless terminated earlier, and can be extended, as provided by the agreement. The Company intends to renew the letter of credit for as long as the Company does business with the beneficiary insurance carrier. The letter is collateralized by restricted cash of the same amount on any outstanding drawings. To date, no amounts have been drawn under the letter of credit.
2019.
In the fourth quarter of fiscal 2020, the Company liquidated approximately $17.0 million of its investments. The cash was used to fund the acquisition of the Blaw-Know paver product line (see Note 12 - Subsequent Events to Consolidated Financial Statements for additional information).
2019
$3.5 million reflected the impact of a product build to meet the anticipated demand for the Company’s products at the start of fiscal 2020. The increase in costs and estimated earnings in excess of billings of $1.9 million reflects the ongoing progress on customer contracts with revenues recognized over time prior to final billing and payment of amounts due in advance of shipment. Customer deposits decreased $2.6 million, reflecting the application of down payments on those jobs.
Year ended September 30, 2016 compared with the year ended September 30, 2015
Cash provided by operations during the years ended September 30, 2016 and 2015 was $6,993,000 and $4,512,000, respectively, primarily from increases in net revenues. The change in deferred income taxes between years is primarily due to the tax impact on net unrealized losses on marketable securities, which were an unrealized loss of $(0.3) million at September 30, 2016 versus an unrealized loss of $(2.7) million at September 30, 2015. Costs and estimated earnings in excess of billings increased $2.5 million, reflecting the composition of openpercentage-of-completion towards larger plants as of September 30, 2016 versus plant components at September 30, 2015. Prepaid expenses increased $0.8 million over prior year reflecting an overpayment on estimated federal income taxes for fiscal 2016. Inventories decreased $1.1 million as prior year stock build was used to fulfill current year orders. Accrued expenses increased $0.8 million as payroll and related accruals and sales commissions increased due to increased headcount and significantly improved revenues.Cash used in investing activities during the years ended September 30, 2016 and 2015 of $306,000 and $689,000, respectively, related to capital expenditures for manufacturing equipment. Cash provided by financing activities of $380,000 and $136,000 in fiscal 2016 and 2015, respectively, related to proceeds from the exercise of stock options.
classified as cost of goods sold concurrently.
Product warranty costs are estimated using historical experience and known issues and are charged to production costs as revenue is recognized.
All product engineering and development costs, and selling, general and administrative expenses are charged to operations as incurred. Provision is made for any anticipated contract losses in the period that the loss becomes evident.
There were no outstanding borrowings or long-term contractual obligations at September 30, 2017.
Off-Balance Sheet Arrangements
None
2020.
Atwarehousing of the Blaw-Knox paver business which was acquired after September 30, 2017 and 2016,2020 (refer to Note 12 – Subsequent Events to Consolidated Financial Statements for additional information). The lease term is for the Company had no debt outstanding. Atperiod September 30, 2017, there was no credit facility in place.
The Company’s marketable securities are invested in cash and money funds, equities, corporate bonds, mutual funds, exchange-traded funds, and government securities1, 2020 through a professional investment advisor. Investment securities are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of securities, it is possible that changes in these risk factors could have an adverse material impact on the Company’s results of operations or equity.
August 31, 2023.
ITEM | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
GENCOR INDUSTRIES, INC.
The management of Gencor Industries, Inc. (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. The Company’s internal control system is designed to provide reasonable assurance to the Company’s management and board of directors regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. There are inherent limitations in the effectiveness of all internal control systems no matter how well designed. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to the preparation and presentation of financial statements. Furthermore, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of a change in circumstances or conditions.
In order to ensure that the Company’s internal control over financial reporting is effective, management regularly assesses such controls and did so most recently as of September 30, 2017. This assessment was based on criteria for effective internal control over financial reporting described in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management believes the Company maintained effective internal control over financial reporting as of September 30, 2017. Moore Stephens Lovelace, P.A., the Company’s independent registered public accounting firm, has issued an attestation report on the Company’s internal control over financial reporting as of September 30, 2017.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the consolidated financial statements referred to in the first paragraph present fairly, in all material respects, the consolidated financial position of Gencor Industries, Inc. as of September 30, 2017 and 2016, and the consolidated results of its operations and its cash flows for each of the years in the three-year period ended September 30, 2017, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, Gencor Industries, Inc. maintained, in all material respects, effective internal control over financial reporting as of September 30, 2017, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
|
Company’s auditor since 2001.
2017 | 2016 | |||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 22,933,000 | $ | 18,219,000 | ||||
Marketable securities at fair value (cost of $86,967,000 at September 30, 2017 and $86,203,000 at September 30, 2016) | 87,886,000 | 85,938,000 | ||||||
Accounts receivable, less allowance for doubtful accounts of $207,000 at September 30, 2017 and $195,000 at September 30, 2016 | 1,184,000 | 1,110,000 | ||||||
Costs and estimated earnings in excess of billings | 6,768,000 | 4,921,000 | ||||||
Inventories, net | 16,687,000 | 11,634,000 | ||||||
Prepaid expenses | 1,660,000 | 1,598,000 | ||||||
|
|
|
| |||||
Total current assets | 137,118,000 | 123,420,000 | ||||||
|
|
|
| |||||
Property and equipment, net | 5,722,000 | 5,239,000 | ||||||
Other assets | 53,000 | 53,000 | ||||||
|
|
|
| |||||
Total Assets | $ | 142,893,000 | $ | 128,712,000 | ||||
|
|
|
| |||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 1,320,000 | $ | 1,443,000 | ||||
Customer deposits | 8,628,000 | 4,484,000 | ||||||
Accrued expenses | 2,426,000 | 2,264,000 | ||||||
|
|
|
| |||||
Total current liabilities | 12,374,000 | 8,191,000 | ||||||
|
|
|
| |||||
Deferred and other income taxes | 1,601,000 | 316,000 | ||||||
|
|
|
| |||||
Total liabilities | 13,975,000 | 8,507,000 | ||||||
|
|
|
| |||||
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; 12,154,829 shares and 12,111,079 shares issued and outstanding at September 30, 2017 and 2016, respectively * | 1,215,000 | 1,211,000 | ||||||
Class B Stock, par value $.10 per share; 6,000,000 shares authorized; 2,263,857 shares issued and outstanding at September 30, 2017 and 2016 * | 226,000 | 226,000 | ||||||
Capital in excess of par value | 11,178,000 | 10,887,000 | ||||||
Retained earnings | 116,299,000 | 107,881,000 | ||||||
|
|
|
| |||||
Total shareholders’ equity | 128,918,000 | 120,205,000 | ||||||
|
|
|
| |||||
Total Liabilities and Shareholders’ Equity | $ | 142,893,000 | $ | 128,712,000 | ||||
|
|
|
|
2019
2020 | 2019 | |||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 35,584,000 | $ | 10,302,000 | ||||
Marketable securities at fair value (cost of $89,514,000 at September 30, 2020 and $104,176,000 at September 30, 2019) | 89,498,000 | 105,322,000 | ||||||
Accounts receivable, less allowance for doubtful accounts of $442,000 at September 30, 2020 and $459,000 at September 30, 2019 | 1,992,000 | 1,603,000 | ||||||
Costs and estimated earnings in excess of billings | 6,405,000 | 13,838,000 | ||||||
Inventories, net | 27,090,000 | 25,366,000 | ||||||
Prepaid expenses | 1,189,000 | 499,000 | ||||||
Total current assets | 161,758,000 | 156,930,000 | ||||||
Property and equipment, net | 8,341,000 | 8,389,000 | ||||||
Other long-term assets | 995,000 | 53,000 | ||||||
Total Assets | $ | 171,094,000 | $ | 165,372,000 | ||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 1,728,000 | $ | 1,907,000 | ||||
Customer deposits | 3,853,000 | 1,918,000 | ||||||
Accrued expenses | 2,605,000 | 2,660,000 | ||||||
Current operating lease liabilities | 328,000 | — | ||||||
Total current liabilities | 8,514,000 | 6,485,000 | ||||||
Deferred and other income taxes | 746,000 | 3,372,000 | ||||||
Non-current operating lease liabilities | 614,000 | — | ||||||
Total liabilities | 9,874,000 | 9,857,000 | ||||||
Commitments and contingencies | ||||||||
Shareholders’ equity: | ||||||||
Preferred stock, par value $.10 per share; 300,000 shares authorized; | 0 | 0 | ||||||
Common stock, par value $.10 per share; 15,000,000 shares authorized; 12,287,337 shares and 12,277,337 shares issued and outstanding at September 30, 2020 and 2019, respectively | 1,229,000 | 1,228,000 | ||||||
Class B Stock, par value $.10 per share; 6,000,000 shares authorized; 2,318,857 shares and 2,308,857 shares issued and outstanding at September 30, 2020 and 2019, respectively | 232,000 | 231,000 | ||||||
Capital in excess of par value | 12,331,000 | 12,159,000 | ||||||
Retained earnings | 147,428,000 | 141,897,000 | ||||||
Total shareholders’ equity | 161,220,000 | 155,515,000 | ||||||
Total Liabilities and Shareholders’ Equity | $ | 171,094,000 | $ | 165,372,000 | ||||
2017 | 2016 | 2015 | ||||||||||
Net revenue | $ | 80,608,000 | $ | 69,991,000 | $ | 39,230,000 | ||||||
Cost of goods sold | 59,449,000 | 52,466,000 | 31,724,000 | |||||||||
|
|
|
|
|
| |||||||
Gross profit | 21,159,000 | 17,525,000 | 7,506,000 | |||||||||
Operating expenses: | ||||||||||||
Product engineering and development | 2,147,000 | 1,567,000 | 1,422,000 | |||||||||
Selling, general and administrative | 8,776,000 | 8,142,000 | 6,878,000 | |||||||||
|
|
|
|
|
| |||||||
Total operating expenses | 10,923,000 | 9,709,000 | 8,300,000 | |||||||||
|
|
|
|
|
| |||||||
Operating income (loss) | 10,236,000 | 7,816,000 | (794,000 | ) | ||||||||
Other income (expense), net: | ||||||||||||
Interest and dividend income, net of fees | 650,000 | 754,000 | 883,000 | |||||||||
Realized and unrealized gains (losses) on marketable securities, net | 1,297,000 | 828,000 | (3,638,000 | ) | ||||||||
Other | (5,000 | ) | 2,000 | 3,000 | ||||||||
|
|
|
|
|
| |||||||
1,942,000 | 1,584,000 | (2,752,000 | ) | |||||||||
|
|
|
|
|
| |||||||
Income (loss) before income tax expense (benefit) | 12,178,000 | 9,400,000 | (3,546,000 | ) | ||||||||
Income tax expense (benefit) | 3,760,000 | 2,357,000 | (1,727,000 | ) | ||||||||
|
|
|
|
|
| |||||||
Net income (loss) | $ | 8,418,000 | $ | 7,043,000 | $ | (1,819,000 | ) | |||||
|
|
|
|
|
| |||||||
Basic earnings per common share: | ||||||||||||
Net income (loss) * | $ | 0.58 | $ | 0.49 | $ | (0.13 | ) | |||||
|
|
|
|
|
| |||||||
Diluted earnings per common share: | ||||||||||||
Net income (loss) * | $ | 0.57 | $ | 0.48 | $ | (0.13 | ) | |||||
|
|
|
|
|
|
2019
2020 | 2019 | |||||||
Net revenue | $ | 77,420,000 | $ | 81,329,000 | ||||
Cost of goods sold | 58,467,000 | 58,917,000 | ||||||
Gross profit | 18,953,000 | 22,412,000 | ||||||
Operating expenses: | ||||||||
Product engineering and development | 3,061,000 | 3,295,000 | ||||||
Selling, general and administrative | 10,356,000 | 9,647,000 | ||||||
Total operating expenses | 13,417,000 | 12,942,000 | ||||||
Operating income | 5,536,000 | 9,470,000 | ||||||
Other income (expense), net: | ||||||||
Interest and dividend income, net of fees | 2,321,000 | 2,307,000 | ||||||
Realized and unrealized gains (losses) on marketable securities, net | (1,160,000 | ) | 1,047,000 | |||||
Other | (16,000 | ) | — | |||||
1,145,000 | 3,354,000 | |||||||
Income before income tax expense | 6,681,000 | 12,824,000 | ||||||
Income tax expense | 1,150,000 | 2,628,000 | ||||||
Net income | $ | 5,531,000 | $ | 10,196,000 | ||||
Basic earnings per common share | $ | 0.38 | $ | 0.70 | ||||
Diluted earnings per common share | $ | 0.38 | $ | 0.69 | ||||
Common Stock | Class B Stock | Capital in Excess of | Retained | Total Shareholders’ | ||||||||||||||||||||||||
Shares* | Amount* | Shares* | Amount* | Par Value * | Earnings | Equity | ||||||||||||||||||||||
September 30, 2014 | 12,015,079 | $ | 1,202,000 | 2,263,857 | $ | 226,000 | $ | 10,090,000 | $ | 102,657,000 | $ | 114,175,000 | ||||||||||||||||
Net loss | — | — | — | — | — | (1,819,000 | ) | (1,819,000 | ) | |||||||||||||||||||
Stock-based compensation | — | — | — | — | 253,000 | — | 253,000 | |||||||||||||||||||||
Stock options exercised | 28,125 | 3,000 | — | — | 133,000 | — | 136,000 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||
September 30, 2015 | 12,043,204 | 1,205,000 | 2,263,857 | 226,000 | 10,476,000 | 100,838,000 | 112,745,000 | |||||||||||||||||||||
Net income | — | — | — | — | — | 7,043,000 | 7,043,000 | |||||||||||||||||||||
Stock-based compensation | — | — | — | — | 37,000 | — | 37,000 | |||||||||||||||||||||
Stock options exercised | 67,875 | 6,000 | — | — | 374,000 | — | 380,000 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||
September 30, 2016 | 12,111,079 | 1,211,000 | 2,263,857 | 226,000 | 10,887,000 | 107,881,000 | 120,205,000 | |||||||||||||||||||||
Net income | — | — | — | — | — | 8,418,000 | 8,418,000 | |||||||||||||||||||||
Stock-based compensation | — | — | — | — | 71,000 | — | 71,000 | |||||||||||||||||||||
Stock options exercised | 43,750 | 4,000 | — | — | 220,000 | — | 224,000 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||
September 30, 2017 | 12,154,829 | $ | 1,215,000 | 2,263,857 | $ | 226,000 | $ | 11,178,000 | $ | 116,299,000 | $ | 128,918,000 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2019
Common Stock | Class B Stock | Capital in Excess of Par Value | Retained Earnings | Total Shareholders’ Equity | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||
September 30, 2018 * | 12,252,337 | $ | 1,225,000 | 2,288,857 | $ | 229,000 | $ | 11,862,000 | $ | 131,701,000 | $ | 145,017,000 | ||||||||||||||||
Net income | — | — | — | — | — | 10,196,000 | 10,196,000 | |||||||||||||||||||||
Stock-based compensation | — | — | — | — | 71,000 | — | 71,000 | |||||||||||||||||||||
Stock options exercised | 25,000 | 3,000 | 20,000 | 2,000 | 226,000 | — | 231,000 | |||||||||||||||||||||
September 30, 2019 | 12,277,337 | $ | 1,228,000 | 2,308,857 | $ | 231,000 | $ | 12,159,000 | $ | 141,897,000 | $ | 155,515,000 | ||||||||||||||||
Net income | — | — | — | — | — | 5,531,000 | 5,531,000 | |||||||||||||||||||||
Stock-based compensation | — | — | — | — | 71,000 | — | 71,000 | |||||||||||||||||||||
Stock options exercised | 10,000 | 1,000 | 10,000 | 1,000 | 101,000 | — | 103,000 | |||||||||||||||||||||
September 30, 2020 | 12,287,337 | $ | 1,229,000 | 2,318,857 | $ | 232,000 | $ | 12,331,000 | $ | 147,428,000 | $ | 161,220,000 | ||||||||||||||||
* | The balances as of September 30, 2018, have been adjusted to reflect the change in inventory accounting method, as described in Notes 1 and |
2017 | 2016 | 2015 | ||||||||||
Cash flows from operating activities: | ||||||||||||
Net income (loss) | $ | 8,418,000 | $ | 7,043,000 | $ | (1,819,000 | ) | |||||
Adjustments to reconcile net income (loss) to cash provided by operating activities: | ||||||||||||
Purchase of marketable securities | (492,674,000 | ) | (550,295,000 | ) | (384,668,000 | ) | ||||||
Proceeds from sale and maturity of marketable securities | 491,852,000 | 549,027,000 | 383,773,000 | |||||||||
Change in value of marketable securities | (1,126,000 | ) | (314,000 | ) | 3,649,000 | |||||||
Deferred and other income taxes | 1,285,000 | 1,647,000 | (2,024,000 | ) | ||||||||
Depreciation and amortization | 1,128,000 | 1,397,000 | 1,385,000 | |||||||||
Provision for doubtful accounts | 115,000 | 105,000 | 60,000 | |||||||||
Loss on disposal of assets | 7,000 | 65,000 | 1,000 | |||||||||
Stock-based compensation | 71,000 | 37,000 | 253,000 | |||||||||
Changes in assets and liabilities: | ||||||||||||
Accounts receivable | (189,000 | ) | (341,000 | ) | 514,000 | |||||||
Costs and estimated earnings in excess of billings | (1,847,000 | ) | (2,525,000 | ) | (2,052,000 | ) | ||||||
Inventories | (5,053,000 | ) | 1,136,000 | 968,000 | ||||||||
Prepaid expenses | (62,000 | ) | (781,000 | ) | 32,000 | |||||||
Accounts payable | (123,000 | ) | (86,000 | ) | 582,000 | |||||||
Customer deposits | 4,144,000 | 66,000 | 4,094,000 | |||||||||
Accrued expenses | 162,000 | 812,000 | (236,000 | ) | ||||||||
|
|
|
|
|
| |||||||
Total adjustments | (2,310,000 | ) | (50,000 | ) | 6,331,000 | |||||||
|
|
|
|
|
| |||||||
Cash flows provided by operating activities | 6,108,000 | 6,993,000 | 4,512,000 | |||||||||
|
|
|
|
|
| |||||||
Cash flows from investing activities: | ||||||||||||
Capital expenditures | (1,624,000 | ) | (306,000 | ) | (689,000 | ) | ||||||
Proceeds from sale of property and equipment | 7,000 | — | — | |||||||||
|
|
|
|
|
| |||||||
Cash flows used in investing activities | (1,617,000 | ) | (306,000 | ) | (689,000 | ) | ||||||
|
|
|
|
|
| |||||||
Cash flows from financing activities: | ||||||||||||
Proceeds from stock option exercises | 223,000 | 380,000 | 136,000 | |||||||||
|
|
|
|
|
| |||||||
Cash flows provided by financing activities | 223,000 | 380,000 | 136,000 | |||||||||
|
|
|
|
|
| |||||||
Net increase in cash | 4,714,000 | 7,067,000 | 3,959,000 | |||||||||
Cash and cash equivalents at: | ||||||||||||
Beginning of year | 18,219,000 | 11,152,000 | 7,193,000 | |||||||||
|
|
|
|
|
| |||||||
End of year | $ | 22,933,000 | $ | 18,219,000 | $ | 11,152,000 | ||||||
|
|
|
|
|
|
2019
2020 | 2019 | |||||||
Cash flows from operating activities: | ||||||||
Net income | $ | 5,531,000 | $ | 10,196,000 | ||||
Adjustments to reconcile net income to cash provided by operating activities: | ||||||||
Purchase of marketable securities | (131,635,000 | ) | (188,066,000 | ) | ||||
Proceeds from sale and maturity of marketable securities | 146,122,000 | 188,047,000 | ||||||
Change in value of marketable securities | 1,337,000 | (1,245,000 | ) | |||||
Deferred and other income taxes | (2,626,000 | ) | 732,000 | |||||
Depreciation and amortization | 1,643,000 | 1,600,000 | ||||||
Provision for doubtful accounts | 50,000 | 175,000 | ||||||
Loss on disposal of assets | — | 4,000 | ||||||
Stock-based compensation | 71,000 | 71,000 | ||||||
Changes in assets and liabilities: | ||||||||
Accounts receivable | (439,000 | ) | (785,000 | ) | ||||
Costs and estimated earnings in excess of billings | 7,433,000 | (1,938,000 | ) | |||||
Inventories | (1,724,000 | ) | (3,476,000 | ) | ||||
Prepaid expenses | (690,000 | ) | 849,000 | |||||
Accounts payable | (179,000 | ) | 69,000 | |||||
Customer deposits | 1,935,000 | (2,645,000 | ) | |||||
Accrued expenses | (55,000 | ) | 575,000 | |||||
Total adjustments | 21,243,000 | (6,033,000 | ) | |||||
Cash flows provided by operating activities | 26,774,000 | 4,163,000 | ||||||
Cash flows from investing activities: | ||||||||
Capital expenditures | (1,595,000 | ) | (2,104,000 | ) | ||||
Cash flows used in investing activities | (1,595,000 | ) | (2,104,000 | ) | ||||
Cash flows from financing activities: | ||||||||
Proceeds from stock option exercises | 103,000 | 231,000 | ||||||
Cash flows provided by financing activities | 103,000 | 231,000 | ||||||
Net increase in cash and cash equivalents | 25,282,000 | 2,290,000 | ||||||
Cash and cash equivalents at: | ||||||||
Beginning of year | 10,302,000 | 8,012,000 | ||||||
End of year | $ | 35,584,000 | $ | 10,302,000 | ||||
Non-cash investing and financing activities: | ||||||||
Operating lease right-of-use | $ | 942,000 | $ | — | ||||
Operating lease liabilities | 942,000 | — |
consolidated financial statements.
statements. During the fourth quarter of fiscal 2020, the Company entered into a new operating lease which resulted in reporting a right-of-use (“ROU”) asset and related lease liabilities of approximately $970,000 (see Note 9 – Leases)
statements.
On July 11, 2016, the Company’s Board of Directors approved athree-for-two split of the Company’s common and Class B stock to be effected in the form of a 50% stock dividend. As a result, shareholders received one additional share of common or Class B stock for every two shares they held of the respective class of stock as of the record date. These shares were distributed on August 1, 2016, to shareholders of record as of the end of business on July 22, 2016. All share and per share data (except par value) has been adjusted to reflect the effect of the stock split for all periods presented.
Weighted-averageweighted-average shares issuable upon the exercise of stock options included in the diluted EPS calculation as ofat September 30, 20172020 were 463,000,256,000, which equates to 284,000125,000 dilutive common stock equivalents on a post stock split basis.equivalents. For the year ended September 30, 2016,2019, the weighted-average shares issuable upon the exercise of stock options included in the diluted EPS calculation were 480,000,307,000, which equates to 190,000157,000 dilutive common stock equivalents. For the year ended September 30, 2015, there were no common stock equivalents included in the diluted EPS calculations, as to do so would have been anti-dilutive. Weighted-average shares issuable upon the exercise of stock options, which were not included in the diluted EPS calculation because they were anti-dilutive, were zero7,000 in 20172020 and 2016, and 512,0000 in 2015 on a post stock split basis.
2019.
2017 | 2016 | 2015 | ||||||||||||||||||||||||||||||||||
Net Income | Shares | EPS | Net Income | Shares | EPS | Net Loss | Shares | EPS | ||||||||||||||||||||||||||||
Basic EPS | $ | 8,418,000 | 14,396,000 | $ | 0.58 | $ | 7,043,000 | 14,334,000 | $ | 0.49 | $ | (1,819,000 | ) | 14,283,000 | $ | (0.13 | ) | |||||||||||||||||||
Common stock equivalents | 284,000 | 190,000 | — | |||||||||||||||||||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||||||||||||||
Diluted EPS | $ | 8,418,000 | 14,680,000 | $ | 0.57 | $ | 7,043,000 | 14,524,000 | $ | 0.48 | $ | (1,819,000 | ) | 14,283,000 | $ | (0.13 | ) | |||||||||||||||||||
|
|
|
|
|
|
2019:
2020 | 2019 | |||||||||||||||||||||||
Net Income | Shares | EPS | Net Income | Shares | EPS | |||||||||||||||||||
Basic EPS | $ | 5,531,000 | 14,595,000 | $ | 0.38 | $ | 10,196,000 | 14,551,000 | $ | 0.70 | ||||||||||||||
Common stock equivalents | 125,000 | 157,000 | ||||||||||||||||||||||
Diluted EPS | $ | 5,531,000 | 14,720,000 | $ | 0.38 | $ | 10,196,000 | 14,708,000 | $ | 0.69 | ||||||||||||||
and Fair Value Measurements
firms.
Fair Value Measurements | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Equities | $ | 11,338,000 | $ | — | $ | — | $ | 11,338,000 | ||||||||
Mutual Funds | 7,155,000 | — | — | 7,155,000 | ||||||||||||
Exchange-Traded Funds | 3,417,000 | — | — | 3,417,000 | ||||||||||||
Corporate Bonds | — | 7,196,000 | — | 7,196,000 | ||||||||||||
Government Securities | 54,542,000 | — | — | 54,542,000 | ||||||||||||
Cash and Money Funds | 4,238,000 | — | — | 4,238,000 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Total | $ | 80,690,000 | $ | 7,196,000 | $ | — | $ | 87,886,000 | ||||||||
|
|
|
|
|
|
|
|
2020:
Fair Value Measurements | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Equities | $ | 11,949,000 | $ | — | $ | — | $ | 11,949,000 | ||||||||
Mutual Funds | 9,595,000 | — | — | 9,595,000 | ||||||||||||
Exchange-Traded Funds | 10,344,000 | — | — | 10,344,000 | ||||||||||||
Corporate Bonds | — | 27,877,000 | — | 27,877,000 | ||||||||||||
Government Securities | 16,147,000 | — | — | 16,147,000 | ||||||||||||
Cash and Money Funds | 13,586,000 | — | — | 13,586,000 | ||||||||||||
Total | $ | 61,621,000 | $ | 27,877,000 | $ | — | $ | 89,498,000 | ||||||||
2020.
Fair Value Measurements | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Equities | $ | 2,408,000 | $ | — | $ | — | $ | 2,408,000 | ||||||||
Mutual Funds | 5,212,000 | — | — | 5,212,000 | ||||||||||||
Exchange-Traded Funds | 510,000 | — | — | 510,000 | ||||||||||||
Government Securities | 69,583,000 | — | — | 69,583,000 | ||||||||||||
Cash and Money Funds | 8,225,000 | — | — | 8,225,000 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Total | $ | 85,938,000 | $ | — | $ | — | $ | 85,938,000 | ||||||||
|
|
|
|
|
|
|
|
2019:
Fair Value Measurements | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Equities | $ | 10,412,000 | $ | — | $ | — | $ | 10,412,000 | ||||||||
Mutual Funds | 3,987,000 | — | — | 3,987,000 | ||||||||||||
Exchange-Traded Funds | 5,163,000 | — | — | 5,163,000 | ||||||||||||
Corporate Bonds | — | 38,690,000 | — | 38,690,000 | ||||||||||||
Government Securities | 45,171,000 | — | — | 45,171,000 | ||||||||||||
Cash and Money Funds | 1,899,000 | — | — | 1,899,000 | ||||||||||||
Total | $ | 66,632,000 | $ | 38,690,000 | $ | — | $ | 105,322,000 | ||||||||
Net unrealized losses reported during2019.
portfolio to operating cash and cash equivalents.
2019.
2017 | 2016 | 2015 | ||||||||||
Balance, beginning of year | $ | 3,869,000 | $ | 3,310,000 | $ | 3,139,000 | ||||||
Charged to cost of sales | 77,000 | 621,000 | 144,000 | |||||||||
Disposal of inventory, net of recoveries | (120,000 | ) | (62,000 | ) | 27,000 | |||||||
|
|
|
|
|
| |||||||
Balance, end of year | $ | 3,826,000 | $ | 3,869,000 | $ | 3,310,000 | ||||||
|
|
|
|
|
|
2020 | 2019 | |||||||
Balance, beginning of year | $ | 4,700,000 | $ | 4,543,000 | ||||
Charged to cost of sales | 401,000 | 304,000 | ||||||
Disposal of inventory, net of recoveries | (484,000 | ) | (147,000 | ) | ||||
Balance, end of year | $ | 4,617,000 | $ | 4,700,000 | ||||
Years | ||||
Land improvements | 15 | |||
Buildings | 6-40 | |||
Equipment | 2-10 |
2019.
2020 | 2019 | |||||||
Equipment sales recognized over time | $ | 35,579,000 | $ | 43,489,000 | ||||
Equipment sales recognized at a point in time | 23,642,000 | 19,987,000 | ||||||
Parts and component sales | 13,896,000 | 13,356,000 | ||||||
Freight revenue | 3,983,000 | 4,130,000 | ||||||
Other | 320,000 | 367,000 | ||||||
Net revenue | $ | 77,420,000 | $ | 81,329,000 | ||||
$301,000 at September 30, 2020 and September 30, 2019, respectively.
2017 | 2016 | 2015 | ||||||||||
Balance, beginning of year | $ | 401,000 | $ | 205,000 | $ | 367,000 | ||||||
Warranties issued | 400,000 | 475,000 | 20,000 | |||||||||
Warranties settled | (389,000 | ) | (279,000 | ) | (182,000 | ) | ||||||
|
|
|
|
|
| |||||||
Balance, end of year | $ | 412,000 | $ | 401,000 | $ | 205,000 | ||||||
|
|
|
|
|
|
2020 | 2019 | |||||||
Balance, beginning of year | $ | 277,000 | $ | 400,000 | ||||
Warranties issued | 375,000 | 140,000 | ||||||
Warranties settled | (353,000 | ) | (263,000 | ) | ||||
Balance, end of year | $ | 299,000 | $ | 277,000 | ||||
2017 | 2016 | 2015 | ||||||||||
Balance, beginning of year | $ | 195,000 | $ | 357,000 | $ | 244,000 | ||||||
Provision for doubtful accounts | 115,000 | 105,000 | 60,000 | |||||||||
Provision for estimated returns and allowances | 385,000 | 175,000 | 170,000 | |||||||||
Uncollectible accountswritten-off | (16,000 | ) | (89,000 | ) | (46,000 | ) | ||||||
Returns and allowances issued | (472,000 | ) | (353,000 | ) | (71,000 | ) | ||||||
|
|
|
|
|
| |||||||
Balance, end of year | $ | 207,000 | $ | 195,000 | $ | 357,000 | ||||||
|
|
|
|
|
|
2020 | 2019 | |||||||
Balance, beginning of year | $ | 459,000 | $ | 313,000 | ||||
Provision for doubtful accounts | 50,000 | 175,000 | ||||||
Provision for estimated returns and allowances | 205,000 | 315,000 | ||||||
Uncollectible accounts written off | (5,000 | ) | (71,000 | ) | ||||
Returns and allowances issued | (267,000 | ) | (273,000 | ) | ||||
Balance, end of year | $ | 442,000 | $ | 459,000 | ||||
income statements.
2019.
income.
2017 | 2016 | 2015 | ||||||||||||||||||||||
Revenues | Long-Term Assets | Revenues | Long-Term Assets | Revenues | Long-Term Assets | |||||||||||||||||||
United States | $ | 80,608,000 | $ | 5,775,000 | $ | 69,991,000 | $ | 5,292,000 | $ | 39,230,000 | $ | 7,778,000 | ||||||||||||
Other | — | — | — | — | — | — | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Total | $ | 80,608,000 | $ | 5,775,000 | $ | 69,991,000 | $ | 5,292,000 | $ | 39,230,000 | $ | 7,778,000 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
For fiscal 2020 and 2019, total revenues of $77,420,000 and $81,329,000, and total long-term assets of $9,336,000 and $8,442,000, respectively, were attributed to the United States. Revenues are attributed to geographic areas based on the location of the assets producing the revenues.
Approximately 13% of total net revenue in the year ended September 30, 2017, 14% of total net revenue for the year ended September 30, 2016 and 15% of total net revenue for the year ended September 30, 2015, was from one or more separate U.S. entities owned by a foreign-based global company.
One other
revenues.
Reclassifications and Adjustments
Certain prior year amounts in the consolidated financial statements have been reclassified to conform to the fiscal 2017 presentation. All historical share and per share data in the consolidated financial statements and notes thereto have been restated to give retroactive recognition of the Company’sthree-for-two stock split. In the Consolidated Statements of Shareholders’ Equity, for all periods presented, the par value of the additional shares was reclassified from capital in excess of par value to common stock. Refer to Note 10 and Note 1112 - Subsequent Events for additional information regarding the stock split.
information).
September 30, | ||||||||
2017 | 2016 | |||||||
Raw materials | $ | 9,407,000 | $ | 7,072,000 | ||||
Work in process | 3,098,000 | 976,000 | ||||||
Finished goods | 4,166,000 | 3,545,000 | ||||||
Used equipment | 16,000 | 41,000 | ||||||
|
|
|
| |||||
$ | 16,687,000 | $ | 11,634,000 | |||||
|
|
|
|
At September 30, 2017 and 2016, cost is determined by the LIFO method for inventories. The estimated current cost of inventories exceeded their LIFO basis by approximately $4,250,000 and $4,766,000 at September 30, 2017 and 2016, respectively. Slow moving
September 30, | ||||||||
2020 | 2019 | |||||||
Raw materials | $ | 14,607,000 | $ | 14,158,000 | ||||
Work in process | 3,633,000 | 1,397,000 | ||||||
Finished goods | 8,810,000 | 9,811,000 | ||||||
Used equipment | 40,000 | — | ||||||
Inventories, net | $ | 27,090,000 | $ | 25,366,000 | ||||
September 30, | ||||||||
2017 | 2016 | |||||||
Costs incurred on uncompleted contracts | $ | 10,250,000 | $ | 8,898,000 | ||||
Estimated earnings | 3,161,000 | 3,124,000 | ||||||
|
|
|
| |||||
13,411,000 | 12,022,000 | |||||||
Billings to date | 6,643,000 | 7,101,000 | ||||||
|
|
|
| |||||
Costs and estimated earnings in excess of billings | $ | 6,768,000 | $ | 4,921,000 | ||||
|
|
|
|
September 30, | ||||||||
2020 | 2019 | |||||||
Costs incurred on uncompleted contracts | $ | 10,390,000 | $ | 18,707,000 | ||||
Estimated earnings | 4,680,000 | 9,063,000 | ||||||
15,070,000 | 27,770,000 | |||||||
Billings to date | 8,665,000 | 13,932,000 | ||||||
Costs and estimated earnings in excess of billings | $ | 6,405,000 | $ | 13,838,000 | ||||
September 30, | ||||||||
2017 | 2016 | |||||||
Land and improvements | $ | 3,323,000 | $ | 3,323,000 | ||||
Buildings and improvements | 12,935,000 | 12,886,000 | ||||||
Equipment | 9,943,000 | 8,599,000 | ||||||
|
|
|
| |||||
26,201,000 | 24,808,000 | |||||||
Less: Accumulated depreciation and amortization | (20,479,000 | ) | (19,569,000 | ) | ||||
|
|
|
| |||||
Property and equipment, net | $ | 5,722,000 | $ | 5,239,000 | ||||
|
|
|
|
2019:
September 30, | ||||||||
2020 | 2019 | |||||||
Land and improvements | $ | 3,323,000 | $ | 3,323,000 | ||||
Buildings and improvements | 13,547,000 | 13,462,000 | ||||||
Equipment | 16,305,000 | 14,809,000 | ||||||
33,175,000 | 31,594,000 | |||||||
Less: Accumulated depreciation and amortization | (24,834,000 | ) | (23,205,000 | ) | ||||
Property and equipment, net | $ | 8,341,000 | $ | 8,389,000 | ||||
September 30, | ||||||||
2017 | 2016 | |||||||
Payroll and related accruals | $ | 1,374,000 | $ | 1,330,000 | ||||
Warranty and related accruals | 412,000 | 401,000 | ||||||
Professional fees | 158,000 | 133,000 | ||||||
Other | 482,000 | 400,000 | ||||||
|
|
|
| |||||
Accrued expenses | $ | 2,426,000 | $ | 2,264,000 | ||||
|
|
|
|
2019:
September 30, | ||||||||
2020 | 2019 | |||||||
Payroll and related accruals | $ | 1,608,000 | $ | 1,759,000 | ||||
Warranty and related accruals | 299,000 | 277,000 | ||||||
Professional fees | 247,000 | 205,000 | ||||||
Income tax accruals | 225,000 | 175,000 | ||||||
Other | 226,000 | 244,000 | ||||||
Accrued expenses | $ | 2,605,000 | $ | 2,660,000 | ||||
Years Ended September 30, | ||||||||||||
2017 | 2016 | 2015 | ||||||||||
Current: | ||||||||||||
Federal | $ | 2,381,000 | $ | 679,000 | $ | 261,000 | ||||||
State | 50,000 | 31,000 | 37,000 | |||||||||
|
|
|
|
|
| |||||||
Total current | 2,431,000 | 710,000 | 298,000 | |||||||||
|
|
|
|
|
| |||||||
Deferred: | ||||||||||||
Federal | 1,238,000 | 1,768,000 | (1,871,000 | ) | ||||||||
State | 91,000 | (121,000 | ) | (154,000 | ) | |||||||
|
|
|
|
|
| |||||||
Total deferred | 1,329,000 | 1,647,000 | (2,025,000 | ) | ||||||||
|
|
|
|
|
| |||||||
Income tax expense (benefit) | $ | 3,760,000 | $ | 2,357,000 | $ | (1,727,000 | ) | |||||
|
|
|
|
|
|
Year Ended September 30, | ||||||||
2020 | 2019 | |||||||
Current: | ||||||||
Federal | $ | 3,430,000 | $ | 2,297,000 | ||||
State | 346,000 | 148,000 | ||||||
Total current | 3,776,000 | 2,445,000 | ||||||
Deferred: | ||||||||
Federal | (2,436,000 | ) | 52,000 | |||||
State | (190,000 | ) | 131,000 | |||||
Total deferred | (2,626,000 | ) | 183,000 | |||||
Income tax expense | $ | 1,150,000 | $ | 2,628,000 | ||||
Years Ended September 30, | ||||||||||||
2017 | 2016 | 2015 | ||||||||||
Federal income taxes computed at the statutory rate | 34.0 | % | 34.0 | % | 34.0 | % | ||||||
State income taxes, net of federal benefit | 1.2 | % | 1.5 | % | 3.3 | % | ||||||
Research & development tax refunds & credits | (2.1 | %) | (2.8 | %) | 5.2 | % | ||||||
Dividend received deduction | (0.9 | %) | (2.2 | %) | — | |||||||
Domestic production activities deduction | (2.8 | %) | (1.9 | %) | — | |||||||
Domestic international sales corporation benefits | — | — | 5.8 | % | ||||||||
Other, net | 1.5 | % | (3.5 | %) | 0.4 | % | ||||||
|
|
|
|
|
| |||||||
Effective income tax rate | 30.9 | % | 25.1 | % | 48.7 | % | ||||||
|
|
|
|
|
|
Year Ended September 30, | ||||||||
2020 | 2019 | |||||||
Federal income taxes computed at the statutory rate | 21.0 | % | 21.0 | % | ||||
State income taxes, net of federal benefit | 1.3 | % | 1.6 | % | ||||
Research & development tax refunds & credits | (6.3 | %) | (1.9 | %) | ||||
Dividend received deduction | (1.2 | %) | (0.6 | %) | ||||
263A Section 481(a) adjustment | 1.5 | % | — | |||||
Other, net | 0.9 | % | 0.4 | % | ||||
Effective income tax rate | 17.2 | % | 20.5 | % | ||||
September 30, | ||||||||
2017 | 2016 | |||||||
Deferred Tax Assets: | ||||||||
Accrued liabilities and reserves | $ | 351,000 | $ | 331,000 | ||||
Allowance for doubtful accounts | 73,000 | 70,000 | ||||||
Inventory | 778,000 | 632,000 | ||||||
R&D tax credits carryforwards | 155,000 | 871,000 | ||||||
Stock-based compensation | 95,000 | 140,000 | ||||||
Net operating losses carryforwards | 58,000 | 73,000 | ||||||
Unrealized loss on investments | — | 85,000 | ||||||
Other | 48,000 | 62,000 | ||||||
|
|
|
| |||||
Gross Deferred Tax Assets | 1,558,000 | 2,264,000 | ||||||
|
|
|
| |||||
Deferred and Other Tax Liabilities: | ||||||||
Domestic international sales corporation | (839,000 | ) | (577,000 | ) | ||||
Percentage of completion | (1,114,000 | ) | (1,158,000 | ) | ||||
Property and equipment | (694,000 | ) | (683,000 | ) | ||||
Unrealized gain on investments | (332,000 | ) | — | |||||
Unrecognized tax benefits | (150,000 | ) | (150,000 | ) | ||||
Other | (30,000 | ) | (12,000 | ) | ||||
|
|
|
| |||||
Gross Deferred and Other Tax Liabilities | (3,159,000 | ) | (2,580,000 | ) | ||||
|
|
|
| |||||
Net Deferred and Other Income Tax Assets (Liabilities) | $ | (1,601,000 | ) | $ | (316,000 | ) | ||
|
|
|
|
September 30, | ||||||||
2020 | 2019 | |||||||
Deferred Tax Assets: | ||||||||
Accrued liabilities and reserves | $ | 340,000 | $ | 344,000 | ||||
Allowance for doubtful accounts | 98,000 | 104,000 | ||||||
Inventory | 369,000 | 98,000 | ||||||
Stock-based compensation | 81,000 | 82,000 | ||||||
Net operating losses carryforwards | 5,000 | 7,000 | ||||||
Gross Deferred Income Tax Assets | 893,000 | 635,000 | ||||||
Deferred and Other Tax Liabilities: | ||||||||
Domestic international sales corporation | (329,000 | ) | (464,000 | ) | ||||
Percentage of completion | — | (2,048,000 | ) | |||||
Property and equipment | (1,158,000 | ) | (1,080,000 | ) | ||||
Unrealized gain on investments | (2,000 | ) | (265,000 | ) | ||||
Unrecognized tax benefits | (150,000 | ) | (150,000 | ) | ||||
Gross Deferred and Other Income Tax Liabilities | (1,639,000 | ) | (4,007,000 | ) | ||||
Net Deferred and Other Income Tax Assets (Liabilities) | $ | (746,000 | ) | $ | (3,372,000 | ) | ||
Accounting principles generally accepted in The fiscal 2020 income taxes paid includes $2,050,000 of tax payments due on the United Statesfiling of America (“GAAP”)the Company’s Form 3115 with the Internal Revenue Service to reflect the revenue recognition method change to the percentage of completion method for tax purposes pursuant to Internal Revenue Code Sections 460 and 451(b).
2019.
2020.
2020.
AND ARRANGEMENTS WITH FINANCIAL INSTITUTIONS
As of September 30, 2020 | ||||
Operating lease ROU asset included in other long-term assets | $ | 942,000 | ||
Current operating lease liability | 328,000 | |||
Non-current operating lease liability | 614,000 | |||
Weighted average remaining lease term (in years) | 2.92 | |||
Weighted average discount rate used in calculating ROU | 4.0 | % |
Fiscal Year | Annual Lease Payments | |||
2021 | $ | 335,000 | ||
2022 | 343,000 | |||
2023 | 322,000 | |||
Total | 1,000,000 | |||
Less interest | (58,000 | ) | ||
Present value of lease liabilities | $ | 942,000 | ||
Leases
Litigation
The Company has no pending litigationnormal course of business, none of which we believe will have a material adverse effect on our business, financial condition or other claims.results of operations. Claims made in the ordinary course of business may be covered in whole or in part by insurance.
AND STOCK-BASED COMPENSATION
Stock Split
On July 11, 2016, the Company’s Board of Directors approved athree-for-two split of the Company’s common and Class B stock to be effected in the form of a 50% stock dividend. As a result, shareholders received one additional share of common or Class B stock for every two shares they held of the respective class of stock as of the record date. These shares were distributed on August 1, 2016, to shareholders of record as of the end of business on July 22, 2016.
NOTE 11 – STOCK-BASED COMPENSATION
The Company maintains a stock-based compensation plan, which provides for the issuance of Company stock to certain directors, officers, key employees and affiliates.
On January 19, 2016, 30,000
| ||||
| ||||
| ||||
|
On September 26, 2016,Company. In addition, 30,000 outstanding Class B stock options were
| ||||
| ||||
| ||||
|
Company.
The
Number of Shares | Average Exercise Price Per Share | |||||||
Options outstanding at September 30, 2014 | 474,750 | $ | 5.103 | |||||
Options exercised during fiscal 2015 | (28,125 | ) | $ | 4.839 | ||||
|
| |||||||
Options outstanding at September 30, 2015 | 446,625 | $ | 5.120 | |||||
Options granted | 75,000 | $ | 8.760 | |||||
Options exercised during fiscal 2016 | (37,875 | ) | $ | 5.126 | ||||
|
| |||||||
Options outstanding at September 30, 2016 | 483,750 | $ | 5.684 | |||||
Options exercised during fiscal 2017 | (43,750 | ) | $ | 5.126 | ||||
|
| |||||||
Options outstanding at September 30, 2017 | 440,000 | $ | 5.739 | |||||
|
|
No
Number of Shares | Average Exercise Price Per Share | |||||||
Options outstanding at September 30, 2018 | 317,492 | $ | 5.984 | |||||
Options exercised during fiscal 2019 | (45,000 | ) | $ | 5.126 | ||||
Options outstanding at September 30, 2019 | 272,492 | $ | 6.126 | |||||
Options exercised during fiscal 2020 | (20,000 | ) | $ | 5.126 | ||||
Options outstanding at September 30, 2020 | 252,492 | $ | 6.205 | |||||
The 1997 Stock Option Plan (the “1997 Plan”) provided for the issuance of incentive stock options and nonqualified stock options to purchase up to 1,200,000 shares of the Company’s common stock, 1,200,000 shares of the Company’s Class B stock and up to 15% of the authorized common stock of any subsidiary. Under the terms of the 1997 Plan, option holders may tender previously owned shares with a market value equal to the exercise price of the options at exercise date, subject to compensation committee approval. Additionally, option holders may, upon compensation committee approval, surrender shares of stock to satisfy federal withholding tax requirements. Options become exercisable in a manner and on such dates and times, as determined by a committee of the Board of Directors. Options expire not more than ten years from the date of grant. The option holders have no shareholder rights until the date of issuance of a stock certificate for such shares.
As of September 30, 2017, there were no options available for future grants and there were no options outstanding under the 1997 Plan.
The following table summarizes option activity under the 1997 Plan:
Number of Shares | Exercise Price Per Share | |||||||
Outstanding at September 30, 2014 and 2015 | 41,250 | $ | 6.213 | |||||
Options exercised during fiscal 2016 | (30,000 | ) | $ | 6.213 | ||||
Options expired during fiscal 2016 | (11,250 | ) | $ | 6.213 | ||||
|
| |||||||
Options outstanding at September 30, 2016 | — | |||||||
|
|
Marcar Leasing Corporation (“Marcar”)SUBSEQUENT EVENTS
Subsequent Event
On October 5, 2017, the Company agreed to purchase all of the leased vehicles under contract with Marcar for $320,000. The Company has no further obligation to Marcar.
SUPPLEMENTARY DATA - SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
For the Quarters Ended | ||||||||||||||||||||
12/31/16 | 3/31/17 | 6/30/17 | 9/30/17 | Fiscal 2017 | ||||||||||||||||
Net Revenue | $ | 15,783,000 | $ | 22,526,000 | $ | 23,743,000 | $ | 18,556,000 | $ | 80,608,000 | ||||||||||
Gross Profit | 4,150,000 | 6,657,000 | 6,690,000 | 3,662,000 | 21,159,000 | |||||||||||||||
Other income (expense), net | 448,000 | 818,000 | (72,000 | ) | 748,000 | 1,942,000 | ||||||||||||||
Net income | 1,394,000 | 3,415,000 | 2,588,000 | 1,021,000 | 8,418,000 | |||||||||||||||
Net income per common share: | ||||||||||||||||||||
Basic | $ | 0.10 | $ | 0.24 | $ | 0.18 | $ | 0.07 | $ | 0.58 | ||||||||||
Diluted | $ | 0.10 | $ | 0.23 | $ | 0.18 | $ | 0.07 | $ | 0.57 | ||||||||||
Weighted-average common shares outstanding | ||||||||||||||||||||
Basic | 14,380,000 | 14,390,000 | 14,400,000 | 14,414,000 | 14,396,000 | |||||||||||||||
Diluted | 14,589,000 | 14,597,000 | 14,699,000 | 14,700,000 | 14,680,000 | |||||||||||||||
For the Quarters Ended | ||||||||||||||||||||
12/31/15 | 3/31/16 | 6/30/16 | 9/30/16 | Fiscal 2016 | ||||||||||||||||
Net Revenue | $ | 13,258,000 | $ | 22,078,000 | $ | 19,863,000 | $ | 14,792,000 | $ | 69,991,000 | ||||||||||
Gross Profit | 3,282,000 | 5,441,000 | 5,151,000 | 3,651,000 | 17,525,000 | |||||||||||||||
Other income (expense), net | 979,000 | (285,000 | ) | 563,000 | 327,000 | 1,584,000 | ||||||||||||||
Net income | 1,575,000 | 1,630,000 | 2,114,000 | 1,724,000 | 7,043,000 | |||||||||||||||
Net income per common share: | ||||||||||||||||||||
Basic | $ | 0.11 | $ | 0.11 | $ | 0.15 | $ | 0.12 | $ | 0.49 | ||||||||||
Diluted | $ | 0.11 | $ | 0.11 | $ | 0.15 | $ | 0.12 | $ | 0.48 | ||||||||||
Weighted-average common shares outstanding | ||||||||||||||||||||
Basic | 14,307,000 | 14,320,000 | 14,333,000 | 14,368,000 | 14,334,000 | |||||||||||||||
Diluted | 14,425,000 | 14,489,000 | 14,550,000 | 14,616,000 | 14,524,000 |
asphalt industry.
ITEM | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
ITEM | CONTROLS AND PROCEDURES |
2020.
2020
ITEM | OTHER INFORMATION |
ITEM | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
ITEM | EXECUTIVE COMPENSATION |
ITEM | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
ITEM | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
ITEM | PRINCIPAL ACCOUNTING FEES AND SERVICES |
ITEM | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
(a) | A listing of financial statements and financial statement schedules filed as part of this Annual Report and which financial statements and schedules are incorporated into this report by reference, is set forth in the “Index to Financial Statements and Financial Statement Schedules” in Item 8 hereof. |
(b) | Exhibit Index |
EXHIBIT NUMBER | DESCRIPTION | FILED HEREWITH | ||||
101.INS | XBRL Instance Document | X | ||||
101.SCH | XBRL Taxonomy Extension Schema | X | ||||
101.CAL | XBRL Taxonomy Extension Calculation Linkbase | X | ||||
101.DEF | XBRL Taxonomy Extension Definition Linkbase | X | ||||
101.LAB | XBRL Taxonomy Extension Label Linkbase | X | ||||
101.PRE | XBRL Taxonomy Extension Presentation Linkbase | X |
ITEM 16 | FORM 10-K SUMMARY |
Dated: December | 18, 2020 | GENCOR INDUSTRIES, INC. | ||||
(Registrant) | ||||||
/s/ John E. Elliott | ||||||
John E. Elliott | ||||||
Chief Executive Officer |
/s/ E.J. Elliott | /s/ John E. Elliott | |||||||||||||
E.J. Elliott | December | 18, 2020 | John E. Elliott | December | ||||||||||
Chairman | Chief Executive Officer | |||||||||||||
(Principal Executive Officer) | ||||||||||||||
/s/ Marc G. Elliott | /s/ Eric E. Mellen | |||||||||||||
Marc G. Elliott | December | 18, 2020 | Eric E. Mellen | December | ||||||||||
President | Chief Financial Officer | |||||||||||||
(Principal Financial and Accounting Officer) | ||||||||||||||
/s/ James P. Sharp | /s/ | |||||||||||||
James P. Sharp | December | Gen. John G. Coburn | December 18, 2020 | |||||||||||
Director | Director | |||||||||||||
/s/ David A. Air | ||||||||||||||
David A. Air | December | |||||||||||||
Director | ||||||||||||||
|
| |||||||||||||
47