UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE PERIOD ENDED December 31, 2001
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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
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GENCOR INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 59-0933147
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(State or other jurisdiction of (I.R.S. Employer
incorporated or organization) Identification No.)
5201 North Orange Blossom Trail, Orlando, Florida 32810
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(Address of principal executive offices) (Zip Code)
(407) 290-6000
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(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 _______ No X
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Indicate number of shares outstanding of each of the issuer's classes of common
stock as of the latest practicable date.
Class Outstanding at January 31, 2002
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Common stock, $.10 par value 6,884,070 shares
Class B stock, $.10 par value 1,798,398 shares
GENCOR INDUSTRIES, INC.
Index
Page
Part I. Financial Information
Item 1. Financial Statements
Condensed consolidated balance sheets - December 31, 2001 (Unaudited)
and September 30, 2001 3
Unaudited condensed consolidated income statements - Three months
ended December 31, 2001 and 2000 4
Unaudited condensed consolidated statements of cash flows
- Three months ended December 31, 2001 and 2000 5
Notes to condensed consolidated financial statements 6
Item 2. Management's Discussion and Analysis of Financial Position and
Results of Operations 9
Item 3. Quantitative and Qualitative Disclosure of Market Risk 11
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 13
2
Part I. Financial Information
Item 1. Financial Statements
GENCOR INDUSTRIES, INC.
Condensed Consolidated Balance Sheets
In thousands, except share amounts
December 31 September 30
2001 2001
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ASSETS (Unaudited)
Current assets:
Cash and cash equivalents $11,853 $14,158
Accounts receivable, less allowance for doubtful
accounts of $1,386 ($1,629 at September 30, 2001) 7,531 8,672
Inventories 24,678 23,105
Prepaid expenses 1,123 2,021
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Total current assets 45,185 47,956
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Property and equipment, net 16,440 16,774
Goodwill, net of accumulated amortization 375 379
Other assets 4,413 4,478
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Total assets $66,413 $69,587
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable $ 196 $ 196
Current portion of long-term debt 817 1,299
Accounts payable 6,330 8,788
Customer deposits 3,003 405
Income and other taxes payable 2,987 3,470
Accrued expenses 13,864 15,513
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Total current liabilities 27,197 29,671
Long-term debt 34,175 34,333
Other liabilities 3,309 3,309
Shareholders' equity:
Preferred stock, par value $.10 per share; authorized
300,000 shares; none issued - -
Common stock, par value $.10 per share; 15,000,000 shares authorized;
6,971,470 shares issued 697 697
Class B stock, par value $.10 per share; 6,000,000 shares authorized:
1,890,398 shares issued 189 189
Capital in excess of par value 11,343 11,343
Accumulated deficit (2,312) (1,187)
Accumulated other comprehensive loss (6,386) (6,969)
Subscription receivable from officer (95) (95)
Common stock in treasury, 179,400 shares at cost (1,704) (1,704)
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1,732 2,274
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Total liabilities and shareholders' equity $66,413 $69,587
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See notes to condensed consolidated financial statements.
3
GENCOR INDUSTRIES, INC.
Unaudited Condensed Consolidated Income Statements
In thousands, except per share amounts
Three Months Ended
December 31
2001 2000
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Net sales $10,872 $11,789
Costs and expenses:
Costs of products sold 8,860 8,926
Product engineering and development 421 569
Selling, general and administrative 3,033 3,335
Restructuring costs 302 1,535
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12,616 14,365
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Operating loss (1,744) (2,576)
Other income (expense):
Interest income 41 70
Interest expense (630) (37)
Income from investees 465 -
Miscellaneous (17) 46
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(141) 79
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Loss from continuing operations
before income taxes (1,885) (2,497)
Income tax benefit (599) -
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Loss from continuing operations (1,286) (2,497)
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Discontinued operations
Income from discontinued operations, net
of income taxes 161 772
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Net loss $(1,125) $(1,725)
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Basic and diluted net loss per common share:
Loss from continuing operations $ (0.15) $ (0.29)
Discontinued operations $ 0.02 $ 0.09
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Net loss $ (0.13) $ (0.20)
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See notes to condensed consolidated financial statements.
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GENCOR INDUSTRIES, INC.
Unaudited Condensed Consolidated Statements of Cash Flows
In thousands
Three Months Ended
December 31
2001 2000
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Cash flows from operations:
Net loss $ (1,125) $ (1,725)
Adjustments to reconcile net loss
to cash provided by (used for) operations:
Depreciation and amortization 450 1,103
Write-off deferred loan costs 43 -
Bad debt expense 118 -
Change in assets and liabilities net of disposed business
Accounts receivable 242 392
Inventories (2,440) (7,099)
Prepaid expenses 887 (451)
Other assets (111) (233)
Accounts payable (2,213) 25
Customer deposits 2,728 1,641
Income and other taxes payable (465) 813
Accrued expenses 301 2,178
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Total adjustments (460) (1,631)
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Cash used by operations (1,585) (3,356)
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Cash flows from investing activities:
Capital expenditures (38) -
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Cash used for investing activities (38) -
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Cash flows from financing activities:
Net reduction in notes payable - (13)
Repayment of debt (640) -
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Cash used for financing activities (640) (13)
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Effect of exchange rate changes on cash and cash equivalents (42) 122
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Decrease in cash and cash equivalents (2,305) (3,247)
Cash and cash equivalents at beginning of quarter 14,158 17,971
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Cash and cash equivalents at end of quarter $ 11,853 $ 14,724
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See notes to condensed consolidated financial statements.
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GENCOR INDUSTRIES, INC.
Notes to Condensed Consolidated Financial Statements
All amounts in thousands, except per share amounts
Note 1 - Basis of Presentation
The accompanying condensed consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all material adjustments
(consisting of normal recurring adjustments) considered necessary for a fair
presentation have been included. Operating results for the three months ended
December 31, 2001 are not necessarily indicative of the results that may be
expected for the year ended September 30, 2002.
The balance sheet at September 30, 2001 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.
For further information, refer to the consolidated financial statements and
footnotes thereto included in the Gencor Industries, Inc. Annual Report on Form
10-K for the year ended September 30, 2001.
Note 2 - Bankruptcy Proceedings
On December 31, 2001 the Amended Plan of Reorganization of Gencor Industries,
Inc. became effective and the Company emerged from Chapter 11 in accordance with
its earlier confirmed plan of reorganization.
Note 3 - Discontinued Operations
As part of its planned reorganization, the Company announced its intent to
dispose of its food segment. Accordingly, the Company reported the results of
the remaining food processing equipment manufacturing business as discontinued
operations. The food processing equipment manufacturing operations were sold in
May 2001.
Certain information with respect to discontinued operations is summarized as
follows:
Three-months Ended
December 31
2001 2000
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Net sales $ 295 $ 15,378
Costs and expenses 134 14,059
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Income from discontinued operations before income taxes 161 1,319
Income taxes - 547
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Income from discontinued operations, net of income taxes $ 161 $ 772
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During September 2001, the Company's Swedish food processing operation was
placed into receivership and subsequently disposed of during the first quarter
of fiscal 2002. The Company provided a loss contingency for the net assets of
the Swedish operations during fiscal 2001. During the quarter, the Company wrote
off the remaining net assets of the Swedish
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operations against the loss reserve. The Company does not anticipate the
realization of any significant proceeds or significant economic benefit from
this transaction in the immediate future.
Note 4 - Restructuring Costs
Restructuring costs consist of nonrecurring legal and professional fees relating
to the bankruptcy filing and amending the Company's credit agreements.
Note 5 - Inventories
The components of inventory consist of the following:
December 31 September 30
2001 2001
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Raw materials $ 12,476 $ 11,294
Work in process 5,140 2,509
Finished goods 6,025 7,379
Used equipment 1,037 1,923
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$ 24,678 $ 23,105
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Note 6 - Earnings Per Share Data
The following table sets forth the computation of basic and diluted earnings per
share for the periods indicated.
Three Months Ended
December 31
2001 2000
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Basic and diluted:
Income (loss) from continuing operations $ (1,286) $ (2,497)
Income (loss) from discontinued operations 161 772
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Net income $ (1,125) $ (1,725)
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Average outstanding shares 8,682 8,682
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Basic and diluted EPS:
Continuing operations $ (0.15) $ (0.29)
Discontinued operations 0.02 0.09
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Basic and diluted EPS $ (0.13) $ (0.20)
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Approximately 1,700,000 and 1,500,000 options to purchase common stock have not
been included as common stock equivalents in the 2001 and 2000, respectively,
per share calculations since the effect would not be dilutive or would be
antidilutive.
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Note 7 - Comprehensive Loss
The total comprehensive loss for the three-months ended December 31, 2001 and
2000 was $542 and $2,300, respectively. Total comprehensive income (loss)
differs from net income (loss) due to gains and losses resulting from foreign
currency translation, which are reflected separately in the shareholders' equity
section of the balance sheet under the caption "Accumulated other comprehensive
loss." Gains and losses resulting from foreign currency transactions are
included in income.
Note 8 - Income From Investees
During the first quarter of fiscal 2002, the Company received a cash
distribution of $465 from its 45% interest in Carbontronics LLC and 25% interest
in Carbontronics II LLC. These interests were obtained as part of contracts to
build four synthetic fuel production plants during 1998. The Company has no
basis in these investments nor requirement to provide future funding. Any income
arising from these investments is dependent upon tax credits (adjusted for
operating losses at the fuel plants) being generated as a result of synthetic
fuel production, which will be recorded as received. During fiscal 2001, the
Company received a distribution of approximately $215, which was previously
included in miscellaneous income. No significant income was derived from these
interests during fiscal 2000 or fiscal 1999.
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Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations
Net sales for the quarters ended December 31, 2001 and 2000 were approximately
$10.9 million and $11.8 million, respectively. Domestic sales during the first
quarter of 2002 were $5 million reflecting a decline of $3.1 million from year
ago levels. The decline in domestic sales is primarily due to the stalling of
our industry attributable to the September 11 events and the prevailing national
economic conditions. This uncertainty was combined with the typical seasonal
slowdown (see Seasonality). Increased asphalt plant orders at the Company's
wholly-owned U.K. subsidiary Gencor International Ltd. partially offset the
decline in domestic sales.
Gross margins as a percent of net sales declined by 5.8% during the quarter
ended December 31, 2001 from year ago levels. Gross margins on domestic sales
decreased by 8.6% as compared to the previous year. This reflects the decrease
in domestic orders. Gross margins from foreign sales improved 3.0% during the
quarter from year ago levels as they benefited from higher margin orders.
Product engineering and development costs decreased $148 from year ago levels
reflecting fewer plant projects initiated during the quarter.
Selling and administrative expenses decreased $302 between the two quarters.
SG&A expenses for the domestic operations declined by $149, benefiting from
cost-cutting and cost containment measures. SG&A expenses for the foreign
operations were also lower by $153 as compared to the same period of the
previous year.
Restructuring costs, primarily legal and professional fees relating to the
reorganization were $302 during the first quarter of fiscal 2002 compared to
$1.5 million for the same period of fiscal 2001.
Liquidity and Capital Resources
On December 27, 2001, the Company and its Senior Secured Lenders signed an
Amended and Restated Senior Secured Credit Agreement, which specifies monthly
principal payments of $320 beginning December 2001 and continuing through July
2002, then increasing to $400 in August 2002 and continuing to August 2005, with
the remaining balance due September 6, 2005. It is management's intention to
refinance any remaining balance. The interest rate during the term of the loan
is based upon the prime rate plus 2%. The Company may elect to defer the first
thirteen (13) monthly principal payments and if so incur an additional 5%
interest premium on the total deferred principal payments until such time the
deferred principal payments are paid. The Amended and Restated Secured Credit
Agreement provides for quarterly supplemental principal payments if certain
operating levels are surpassed. It also includes certain other financial and
restrictive covenants.
Pursuant to its Amended Plan of Reorganization, the Company is required to make
a principal payment of $488 along with accrued interest to bring the industrial
revenue bond balance current on January 2, 2002. The payment was made on January
29, 2002. Monthly principal and interest payments of $38 are required to be made
until the balance is paid off in March 2005.
With the Amended and Restated Credit Agreement in place, the Company's capital
structure, liquidity and working capital have significantly improved from a year
ago. The current ratio of 1.66:1.00 and working capital of $18 million at
December 31, 2001 compares favorably to a current ratio of .61:100 and negative
working capital of $56.2 million a year ago, which reflect the requirement to
classify all debt as current.
Cash used by operations declined from $3.4 million during the first quarter of
fiscal 2001 to $1.6 million for the same period of fiscal 2002. The $1.8 million
improvement reflects favorable net cash inflows primarily from reductions in
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inventory levels and increases in customer deposits, which were partially offset
by cash outflows to reduce the post-petition accounts payable from a year ago.
Cash used in investing activities during 2002 reflect nominal capital
expenditures of $38. Cash used in financing activities reflected principal
payments of $640 against the secured loan agreements.
Seasonality
The asphalt-related operations of Construction Equipment Group (CEG) are subject
to a seasonal slow-down during the third and fourth quarters of the calendar
year. Traditionally, CEG'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. This slow-down often results in lower
reported sales and earnings and or losses during the first and fourth quarters
of the Company's fiscal year ended September 30.
Forward-Looking Information
Certain statements in this Section and elsewhere in this report are forward-
looking in nature and relate to trends and events that may affect the Company's
future financial position and operating results. Such statements are made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. The terms "expect," "anticipate," "believe," "intend," and
"project' and similar words or expressions are intended to identify forward-
looking statements. These statements speak only as of the date of this report.
The statements are based on current expectations, are inherently uncertain, are
subject to risks, and should be viewed with caution. Actual results and
experience may differ materially from the forward-looking statements as a result
of many factors, including changes in economic conditions in the markets served
by the Company, increasing competition, fluctuations in raw materials and energy
prices, and other unanticipated events and conditions. It is not possible to
foresee or identify all such factors. The Company makes no commitment to update
any forward-looking statement or to disclose any facts, events, or circumstances
after the date hereof that may affect the accuracy of any forward-looking
statement.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company operates manufacturing facilities and sales offices principally
located in the United States and the United Kingdom. The Company is subject to
business risks inherent in non-U.S. activities, including political and economic
uncertainty, import and export limitations, and market risk related to changes
in interest rates and foreign currency exchange rates. The Company's principal
currency exposure against the U.S. dollar is the British pound. The Company has
used foreign currency forward exchange contracts to mitigate fluctuations in
currency. The Company does not hold derivatives for trading purposes.
Periodically, the Company has used derivative financial instruments consisting
primarily of interest rate hedge agreements to manage exposures to interest rate
changes. The company's objective in managing its exposure to changes in interest
rates (on its variable rate debt) is to limit the impact of such changes on
earnings and cash flow and to reduce its overall borrowing costs. A 100 basis
point adverse movement (increase) in interest rates along the entire yield curve
would increase the pre-tax loss for the quarter ended December 31, 2001and 2000
by approximately $86 and $264, respectively. Actual changes in rates may differ
from the hypothetical assumptions used in computing this exposure.
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Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K
A. Exhibits:
None.
B. Reports on Form 8-K:
None.
12
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 thereunto duly authorized.
GENCOR INDUSTRIES, INC.
Date: February 13, 2002 /s/ Scott W. Runkel
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Scott W. Runkel, Chief Financial Officer
13