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 December 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 February 5, 1996 ----- ------------------------------- Common stock, $.10 par value 1,338,832 shares Class B stock, $.10 par value 441,532 shares Gencor Industries, Inc. Form 10-Q for the Quarter Ended December 31, 1995 Index - ----- Page ---- Part I. Financial Information - Unaudited Item 1. Financial Statements a) Consolidated Balance Sheet - December 31, 1995 and September 30, 1995 3 b) Consolidated Income Statement - Three Months Ended December 31, 1995 and 1994 4 c) Consolidated Statement of Cash Flows - Three Months Ended December 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 (DOLLARS IN THOUSANDS) December 31, September 30, 1995 1995 ------------- -------------- (Unaudited) (Audited) Assets - ------ Current assets: Cash and cash equivalents $ 761 $ 416 Income taxes recoverable 450 --- Accounts and notes receivable, less allowance for doubtful accounts of $2,364 and $2,555 5,525 7,185 Inventories: Raw materials 8,189 7,583 Work-in-process 5,154 3,275 Finished goods 5,166 3,856 ------- ------- 18,509 14,714 Prepaid expenses, including deferred income taxes of $1,293 and $1,462 1,819 2,002 ------- ------- Total current assets 27,064 24,317 Property and equipment, net 10,192 10,453 Other assets 339 361 ------- ------- $37,595 $35,131 ======= ======= Liabilities and Shareholders' Equity - ------------------------------------ Current liabilities: Notes payable $ 744 $ 913 Current portion of long-term debt 663 632 Accounts payable 6,943 7,169 Customer deposits 2,002 448 Accrued expenses 2,955 3,368 Income taxes payable 42 740 ------- ------- Total current liabilities 13,349 13,270 Long-term debt 14,844 11,708 Deferred income taxes 485 511 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 shares issued 161 161 Class B stock, par value $0.10 per share; authorized 3,000,000 shares; 441,532 and 434,032 shares issued, respectively 100 43 Capital in excess of par value 7,741 7,741 Retained earnings 1,569 2,329 Cumulative translation adjustment 297 319 ------- ------- 9,868 10,593 Subscription receivable from officer (95) (95) Less common stock in treasury, at cost (266,435 shares) (856) (856) ------- ------- 8,917 9,642 ------- ------- $37,595 $35,131 ======= ======= See accompanying notes to consolidated financial statements. 3 GENCOR INDUSTRIES, INC. CONSOLIDATED INCOME STATEMENT (UNAUDITED) (DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS) Three Months Ended December 31, ------------------ 1995 1994 ------- ------- Net revenue $ 8,261 $11,458 Costs and expenses: Production costs 6,489 8,592 Product engineering and development 540 418 Selling, general and administrative 2,082 2,034 ------- ------- 9,111 11,044 ------- ------- Operating income (loss) (850) 414 Other income (expense): Interest expense (328) (244) Miscellaneous 55 198 ------- ------- Income (loss) before income taxes (1,123) 368 Provision for income tax (benefit) (450) 160 ------- ------- Net income (loss) $ (673) $ 208 ======= ======= Income (loss) per common share $ (0.38) $ 0.13 ======= ======= See accompanying notes to consolidated financial statements. 4 GENCOR INDUSTRIES, INC. CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) (DOLLARS IN THOUSANDS) Three Months Ended December 31, ------------------ 1995 1994 -------- -------- Net income (loss) $ (673) $ 208 Adjustments to reconcile net income to cash provided by operations: Depreciation and amortization 170 195 Loss (gain) on disposal of property and equipment (49) 4 Loss (gain) on foreign exchange (1) 2 Change in assets and liabilities: Decrease in receivables 1,646 442 Increase in income tax receivable (450) --- Increase in inventories (3,800) (1,795) Decrease (increase) in prepaid expenses 182 (48) Decrease in deferred income taxes (26) (33) Increase in accounts payable and customer deposits 1,348 2,795 Decrease in accrued expenses (411) (1,299) Decrease in income taxes payable (698) (1,086) ------- ------- Total adjustments (2,089) (823) ------- ------- Cash used for operations (2,762) (615) Cash flows from investing activities: Capital expenditures (302) (105) Other, net 440 30 ------- ------- Cash provided by (used for) investing activities 138 (75) Cash flows from financing activities: Net reduction under lines of credit and notes payable (166) (95) Net borrowings (repayment) of debt 3,166 (1,050) Dividends declared (86) --- Other 56 --- ------- ------- Cash provided by (used for) financing activities 2,970 (1,145) Effect of exchange rate changes on cash (1) --- ------- ------- Net increase (decrease) in cash 345 (1,835) Cash and cash equivalents at: beginning of period 416 3,925 ------- ------- end of period $ 761 $ 2,090 ======= ======= Supplemental cash flow information: - ----------------------------------- Cash paid during the period for: Interest $ 274 $ 207 ======= ======= Income taxes $ 396 $ 1,273 ======= ======= 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 1995 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 three months ended December 31, 1995, are not necessarily indicative of the results that may be expected for the year ending September 30, 1996. NOTE 2 - CASH DIVIDEND - ---------------------- On December 1, 1995, the Company declared a cash dividend of $0.05 per share, payable January 5, 1996, to shareholders of record as of December 18, 1995. 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 December 31, 1995, as compared to the quarter ended December 31, 1994: Total net revenue for the quarter ended December 31, 1995 was $8,261,000 versus $11,458,000 for the same period of 1994, a decrease of $3,197,000 or 27.9%. While the bookings for the first quarter of fiscal 1996 exceed those recorded in the first quarter of 1995, the orders were generally received later in 1996 thereby delaying the revenue recognized on the contracts into subsequent periods. Production costs were $6,489,000 or 78.5% of net revenue in the first quarter of fiscal 1996, versus $8,592,000 or 75.0% of net revenue in the same period in fiscal 1995. The decrease in production cost dollars is a direct result of the Company's decision to increase its inventories in preparation for the heavy demand projected for the second quarter of fiscal 1996. The higher production costs percentage is a result of increased service costs necessary to provide enhanced customer support. Product engineering and development costs increased $122,000 or 29.2% primarily as a result of increased personnel costs to handle increasing volume and new product development. Selling, general and administrative expenses increased slightly in the first quarter of fiscal 1996 to $2,082,000 from $2,034,000 in the same period of fiscal 1995 due primarily to increased personnel, travel, legal, and trade show costs, partially offset by lower commissions and insurance costs. The change in interest expense reflects higher average borrowings. The decrease in other income resulted from lower rental revenues during the first quarter of 1996. Earnings decreased from the $208,000 of net income for the first quarter of 1995 to a net loss of $673,000 for the first quarter of 1996. Liquidity and Capital Resources - ------------------------------- The Company had working capital at December 31, 1995 of $13,715,000 as compared with working capital of $11,047,000 as of September 30, 1995. The increase in working capital resulted from an increase in inventory and cash and a reduction in income taxes payable, accrued expenses and accounts payable, partially offset by a decrease in accounts and notes receivable and an increase in customer deposits. 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. During the three months ended December 31, 1995, the Company's total debt increased $2,998,000 as a result of increased borrowings, partially offset by scheduled principal repayments. 7 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 believes that, based on the present conditions and banking arrangements, it will be able to meet its working capital needs during fiscal 1996 through operations. B. Financial Condition as of December 31, 1995 ------------------------------------------- There are no material changes in the Company's financial condition from that reported as of September 30, 1995. PART II. OTHER INFORMATION ITEM 3. DEFAULTS - ----------------- None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - ----------------------------------------- A. Exhibits: (11) Statement regarding computation of earnings per share. B. Reports on Form 8-K: None 8 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: February 6, 1996 /s/ Russell R. Lee III ---------------------- Russell R. Lee III Treasurer 9