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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
FORM 10 – K
 
x  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15[d] OF THE
SECURITIES EXCHANGE ACT OF 1934
 
For the Fiscal Year Ended September 30, 2002
 
¨  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15[d] OF THE
SECURITIES EXCHANGE ACT OF 1934
 
Commission File No. 0-3821
 
GENCOR INDUSTRIES, INC.
 
                    Incorporated in the
                    State of Delaware
  
I.R.S. Employer Identification
No. 59-0933147
 
5201 North Orange Blossom Trail
Orlando, Florida 32810
 
Registrant’s Telephone Number, Including Area Code:
(407) 290-6000
 
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
 
None
 
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
 
Common Stock ($.10 Par Value)
 
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 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 filing requirements for the past 90 days.  þ
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-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 Form 10-K or any amendment to this Form 10-K.  ¨
 
State the aggregate market value of the voting stock, $.10 per share value Common Stock held by nonaffiliates of the Registrant as of December 18, 2002: $5,790,194
 
Indicate the number of shares outstanding of each of the Registrant’s classes of Common Stock, as of the latest practicable date: 6,884,070 shares of Common Stock ($.10 par value) and 1,798,398 shares of Class B Stock ($.10 par value) as of December 18, 2002.
 
List hereunder the following documents if incorporated by reference and the part of the Form 10-K into which the document is incorporated.
 
Portions of the definitive Proxy Statement for the 2003 Annual Meeting of Shareholders are incorporated by reference into Part III of this report.
 

1


 
PART I
 
ITEM 1. BUSINESS
 
General
 
Gencor Industries, Inc. and its subsidiaries (the “Company”) is a leading manufacturer of heavy machinery used in the production of highway construction materials, synthetic fuels, and environmental control equipment. The Company’s products are manufactured in two facilities in the United States and two facilities located in the United Kingdom. The Company’s products are sold through a combination of Company sales representatives and independent dealers and agents located throughout the world.
 
The Company designs and manufactures machinery and related equipment used primarily for the production of asphalt and highway construction materials. The Company’s principal core products include asphalt plants, combustion systems and fluid heat transfer systems. Gencor Industries, Inc.’s technical and design capabilities, environmentally friendly process technology and wide range of products have enabled it to become a leading producer of equipment worldwide. The Company believes it has the largest installed base of asphalt production plants in the United States.
 
Because the Company’s products are sold primarily to the highway construction industry, the business is seasonal in nature. The majority of orders for the Company’s products are received between November and February, with a significant volume of shipments occurring prior to May. The principal factors driving demand for the Company’s products are the level of government funding for domestic highway construction and repair, infrastructure development in emerging economies, the need for spare parts and a trend towards larger plants resulting from asphalt contractor and plant consolidation. On June 9, 1998, the Transportation Equity Act for the 21st Century (“TEA-21”) was signed into law. TEA-21 significantly increased authorized funding levels for highway construction and rehabilitation to $167 billion over the five- year period, beginning October 1, 1998 through September 30, 2003.
 
History
 
In 1968, the foundation of the Company was formed by the merger of Mechtron Corporation with General Combustion, Inc. and Genco Manufacturing, Inc. The new entity reincorporated in Delaware in 1969 and adopted the name Mechtron International Corporation in 1970. In 1985, the Company began a series of acquisitions into related fields starting with the Beverley Group Ltd. in the United Kingdom. Hy-Way Heat Company, Inc. and the Bituma Group were acquired in 1986. In 1987, the Company changed its name to Gencor Industries, Inc. and acquired the Davis Line Inc. (Hetherington and Berner) and its subsidiaries in 1988.
 
In 1996, the Company acquired Process Equipment Division of Ingersoll-Rand Company (PED). The acquisition and expansion into the food processing machinery industry provided the Company new opportunities in niche markets, which manufacture equipment to process food products such as pelletized animal feeds, sugar and edible oils. Included in this “CPM” group were a number of foreign subsidiaries.
 
Effective July 1, 1997, the Company acquired Gumaco and certain other South American companies with substantial manufacturing capacity in Brazil. These companies produced heavy machinery for the production and processing of fruit juices.
 
Effective October 1, 1997, the Company acquired ACP Holdings P.L.C. (“ACP”). The ACP acquisition expanded the Company’s construction equipment product line to include the manufacturer of portable batch asphalt plants. This product line is more suitable for international markets since capacity and production needs are different in foreign markets than the United States. The product line is marketed to numerous

2


international markets including China, Thailand, Malaysia, Southern Europe, Africa, the Middle East and the Mediterranean. Following the acquisition ACP Holdings P.L.C. was renamed Gencor ACP, Ltd. (“ACP”).
 
In June 2001, ACP was reorganized under the direction of a receiver. The assets and business were sold to Gencor Industries Limited, another wholly-owned subsidiary of the Company. The name of the subsidiary was changed to Gencor International Limited (“Gencor International”).
 
In January 1998, the Company finalized agreements with Carbontronics, LLC (“CLLC”) pursuant to which the Company sold, manufactured, and installed four synthetic fuel production plants. These plants were sold by CLLC to a limited partnership (“LP”), Carbontronics Synfuel Investors, LLC, which is now the owner of the plants. The Company was paid in full for these plants in 1998. In addition to payment for the plants, the Company received a partnership interest of 45% in CLLC. Also, the Company subsequently received a 25% partnership position in the General Partner (“GP”) of the LP and in Carbontronics II, LLC (“C2LLC”). The remaining interests in the GP, CLLC, and C2LLC are owned by other, unrelated entities. An administrative member of the GP, not the Company, is responsible for administration of the day-to-day affairs of the GP and LP. The Company is entitled to appoint only one of the three members of the GP Management Committee and has 1/3 of the voting rights thereof. As a part of the partnership positions in CLLC, C2LLC, and the GP, the Company has the potential for income subject to the performance of the partnership. Future benefits realizable by the Company on the synthetic fuel production plants depend on whether the production from these plants will continue to qualify for tax credits under Section 29 of the Internal Revenue Code and the ability to economically produce and successfully market synthetic fuel produced by the plants.
 
As of September 1999, the Company was in default of the terms and conditions of its Senior Secured Credit Facility and Industrial Revenue Bond Indenture. In November 1999, the Senior Secured Lenders accelerated their demand for payment in full. During April 2000, certain of the Company’s lenders filed an Involuntary Petition under Chapter 11 of U.S. Bankruptcy Code. On September 13, 2000 (the “Petition Date”), the Company and certain of its subsidiaries (“the Debtors”) filed voluntary petitions commencing cases under Chapter 11 of the U.S. Bankruptcy Code. The Company and certain of its subsidiaries began operating its businesses as debtors-in-possession under Chapter 11 of the U.S. Bankruptcy Code.
 
On April 13, 2001, the Debtors filed the Amended Plan of Reorganization of Gencor Industries, Inc. (the “Amended Plan”), dated April 9, 2001 with the Bankruptcy Court providing essentially for 100% payment of all secured and unsecured creditors and no dilution or diminution to the equity holders. The Amended Plan was confirmed on July 11, 2001, and became effective on December 31, 2001.
 
Pursuant to the Amended Plan, the sale of CPM’s domestic and foreign operations was to be consummated. The sale was consummated on May 29, 2001, for $52 million. In September 2001, CPM’s subsidiary Silver-Weibull A.B. was placed in receivership and subsequently sold in November 2001. The Company included the operating results of CPM and Silver-Weibull in discontinued operations. The net proceeds from the sales were used to reduce the outstanding balance of the Senior Secured Lenders.
 
Under the Amended Plan, all of the Company’s debts will be satisfied in full. On December 31, 2001, the Senior Secured Lenders and the Company entered into an Amended and Restated Senior Secured Credit Agreement, which specifies that the remaining claims of the Senior Secured Lenders be paid over a four-year period with the remaining balance due in September, 2005. Management intends to refinance any remaining balance.
 
The duration of the current economic slowdown and the extent to which it will continue to impact the overall U.S. economy and the Company’s operations remains uncertain. However, the Company’s management continues to believe in the underlying strength and resiliency of the nation’s economy and remains optimistic about the Company’s long-term prospects.

3


 
Products
 
Asphalt Plants. The Company and certain subsidiaries, Bituma, and Gencor International Limited (UK), manufacture and produce hot-mix asphalt plants used in the production of asphalt paving materials. The Company also manufactures related asphalt plant equipment including hot mix storage silos, fabric filtration systems, cold feed bins and all other plant components. H&B (Hetherington and Berner) built the first asphalt batch plant in 1894 and is the world’s oldest asphalt plant line. Bituma, formerly known as Boeing Construction Company, developed the continuous process for asphalt production, which has been adopted as the United States industry’s standard technology, as well as patented the counterflow technology, several adaptations of which have become the new standard, which recaptures and burns emissions and vapors, resulting in a cleaner and more efficient process. Gencor International Limited (UK) manufactures a very comprehensive range of fully mobile batch plants, as well as mobile shredders and trommel screens.
 
Combustion Systems and Industrial Incinerators. The Company manufactures combustion systems, which are large burners that can transform most solid, liquid or gaseous fuels into usable energy, or burn multiple fuels, alternately or simultaneously. Through its subsidiary General Combustion, the Company has been a significant source of combustion systems for the asphalt and aggregate drying industries since the 1950’s. The Company also manufactures soil decontamination machinery, as well as combustion systems for rotary dryers, kilns, fume and liquid incinerators, boilers and tank heaters. The Company believes maintenance and fuel costs are lower for its burners because of their superior design.
 
Fluid Heat Transfer Systems. The Company’s General Combustion subsidiaries in the USA and U.K. manufacture the Hy-Way heat and Beverley lines of thermal fluid heat transfer systems and specialty storage tanks for a wide array of industry uses. Thermal fluid heat transfer systems are similar to boilers, but use a high temperature oil instead of water. Thermal fluid heaters have been replacing steam pressure boilers as the best method of heat transfer for storage, heating and pumping viscous materials (i.e., asphalt, chemicals, heavy oils, etc.) in many industrial and petrochemical applications worldwide. The Company believes the high efficiency design of its thermal fluid heaters can outperform competitive units in many types of process applications. Heaters are available for vertical, horizontal and underground tanks in steel, stainless steel, and other materials designed to meet large or small specific job requirements.
 
Product Engineering and Development
 
The Company is engaged in product engineering and development efforts to expand its product lines and to further develop more energy efficient and environmentally compatible systems.
 
Significant developments include the use of cost effective, non-fossil fuels, biomass (bagasse, municipal solid waste, sludge and wood waste), refuse-derived fuel, coal and coal mixtures, the economical recycling of old asphalt and new designs of environmentally compatible asphalt plants. Product engineering and development activities are directed toward more efficient methods of producing asphalt and lower cost fluid heat transfer systems. In addition, efforts are also focused on developing combustion systems that operate at higher temperatures and offer a higher level of environmental compatibility.
 
Sources of Supply and Manufacturing
 
Substantially all products sold by the Company and its subsidiaries are manufactured or assembled by the Company, except for procured raw materials and hardware. The Company purchases a large quantity of steel, raw materials and hardware used to manufacture its products from hundreds of suppliers and is not

4


dependent on any single supplier. Periodically, the Company reviews the cost effectiveness of internal manufacturing versus outsourcing its product lines to independent third parties and currently believes it has the internal capability to produce the highest quality product at the lowest cost. This, however, may change from time to time.
 
Seasonality
 
The Company is concentrated in the asphalt-related business and subject to a seasonal slow-down during the third and fourth quarters of the calendar year. 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. 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.
 
Competition
 
The markets for the Company’s products are highly competitive. Within a given product line, the industry remains fairly concentrated, with typically a small number of companies competing for the majority of a product line’s industry sales. The principal competitive factors include technology and overall product design, dependability and reliability of performance, brand recognition, pricing and after-the-sale customer support. Management believes its ability to compete depends upon its continual efforts to improve product performance and dependability, competitively price its products, and provide the best customer support and service in the industry.
 
Sales and Marketing
 
The Company’s products and services have been marketed internationally through a combination of Company-employed sales representatives and independent dealers and agents. Each of the Company’s business groups has been responsible for marketing its products and services with support from the corporate sales and marketing department.
 
Sales Backlog
 
The Company’s manufacturing processes allow for a relatively short turnaround from the order date to shipment date of usually less than ninety (90) days. Therefore, the size of the Company’s backlog should not be viewed as an indicator of the Company’s annualized revenues or future financial results. The Company’s backlog was approximately $13 million as of December 18, 2002 and 2001.
 
Licenses, Patents and Trademarks
 
The Company holds numerous patents covering technology and applications related to various products, equipment and systems, and numerous trademarks and trade names registered with the U.S. Patent and Trademark Office and in various foreign countries. In general, the Company depends upon technological capabilities, manufacturing quality control and application know-how, rather than patents or other proprietary rights in the conduct of its business. The Company believes the expiration of any one of these patents, or a group of related patents, would not have a material adverse effect on the overall operations of the Company.
 
Government Regulations
 
The Company believes its design and manufacturing processes meet all industry and governmental agency standards that may apply to its entire line of products, including all domestic and foreign environmental, structural, electrical and safety codes. The Company’s products are designed and manufactured to comply with Environmental Protection Agency regulations. Certain state and local regulatory authorities have strong environmental impact regulations. While the Company believes that such regulations have helped, rather

5


than restricted its marketing efforts and sales results, there is no assurance that changes to federal, state, local, or foreign laws and regulations will not have a material adverse effect on the Company’s products and earnings in the future.
 
Environmental Matters
 
The Company is subject to various federal, state, local and foreign laws and regulations relating to the protection of the environment. The Company believes it is in material compliance with all applicable environmental laws and regulations. The Company does not expect any material impact on future operating costs as a result of compliance with currently enacted environmental regulations.
 
The Company also regularly conducts an environmental assessment consistent with recognized standards of due diligence on properties and businesses which it acquires. To date, these assessments have not identified contamination resulting from acquired properties that would be reasonably likely to result in a material adverse effect on the Company’s business, results of operations, or financial condition.
 
Employees
 
As of September 30, 2002, the Company employed a total of 374 employees; there were 281 employees in the domestic U.S. operations and 93 employees in the U.K. operations. The Company has collective bargaining agreements covering production and maintenance employees at its Marquette, Iowa facilities. The remaining domestic employees are not represented by a labor union or collective bargaining agreement. The Company believes that its relationship with its employees is good.
 
Executive Officers of the Registrant
 
The executive officers of the Company at September 30, 2002 were:
 
Name

  
Position

E.J. Elliott
  
Chairman of the Board and President
John E. Elliott
  
Executive Vice President
Scott W. Runkel
  
Chief Financial Officer and Treasurer
Marc G. Elliott
  
President, Construction Equipment Group
David F. Brashears
  
Senior Vice President, Technology
Jeanne Lyons
  
Secretary
 
Mr. E.J. Elliott has served as Chairman of the Board since 1973 and President since 1969. Mr. Elliott has over 46 years experience in the design, manufacture and operation of construction machinery and asphalt manufacturing plants. Since the early 1960’s, Mr. Elliott owned and served as Chairman and President of General Combustion, Inc. and Genco Manufacturing Corporation which became the foundation for Gencor.
 
Mr. John Elliott was elected Assistant Vice President and a Director of the Company in 1985. In 1986, he was elected a Vice President and promoted to Executive Vice president in 1989. He has been with the Company since 1982.
 
Mr. Marc Elliott was promoted to President of the Construction Equipment Group in August 1999. He had previously been Vice President, Marketing, since July 1993. He has served in various marketing positions since joining the Company in 1988.

6


 
Mr. Scott Runkel was named Chief Financial Officer and Treasurer, in August 2000. He was a partner with the accounting firm of Ernst & Young and then a financial advisor prior to joining the Company.
 
Mr. David Brashears was named Senior Vice President, Technology, in July 1993. He had previously been Vice President, Engineering, since he joined the Company in 1978.
 
Ms. Jeanne Lyons joined the Company in 1995 as Administrative Assistant to the Chairman, and was elected Secretary of the Company in 1996.
 
ITEM 2. PROPERTIES
 
The following table lists the properties owned or leased by the Company as of September 30, 2002:
 
Location

  
Owned Acreage

  
Square Footage

  
Principal Function

Billingshurst, West Sussex England (1)
  
1.2
  
5,000
  
Offices
Leicester, England (1)
  
6.0
  
97,000
  
Offices and manufacturing
Marquette, Iowa (1)
  
72.0
  
137,000
  
Offices and manufacturing
Orlando, Florida (1)
  
27.0
  
171,000
  
Corporate offices and manufacturing

(1)
 
These properties are owned and pledged as security under the various credit agreements.
 
During 2000, the Company sold an office and manufacturing facility located in Indianapolis, Indiana (11.3 acres; 79,000 square feet).
 
During 2001, the Company sold an office and manufacturing facility located in Aurora, Colorado and the Sao Paulo, Brazil office. Also in May 2001, the Company sold the following properties related to its discontinued operations, which were either owned or leased: Amsterdam, Netherlands office and manufacturing facility; Wuxi, China office and warehouse; Crawfordsville, Indiana office and manufacturing facility; Daventry, England office and warehouse; Malmaison, France office; Merrimack, New Hampshire office and manufacturing facility; Singapore, Republic of Singapore office and manufacturing facility; Waterloo, Iowa office and manufacturing facility; and the Wexford, Ireland office and manufacturing facility. The Hasselholm, Sweden facility was sold as part of the restructuring in December 2001. A portion of the Billingshurt, West Sussex England facility was sold in June 2002, for $700,000. As of September 30, 2002, the Company still owns offices and manufacturing facility in Araraquara, Brazil. This facility is approximately 295,000 square feet of space on 29.2 acres. This facility is part of the discontinued operations.
 
ITEM 3. LEGAL PROCEEDINGS
 
The Company has various litigation and claims pending as of the date of this Form 10-K which have occurred in the ordinary course of business, and which may be covered in whole or in part by insurance. Management has reviewed all litigation matters arising in the ordinary course of business and, upon advice of counsel, has made provisions, not deemed material, for any estimable losses and expenses of litigation.

7


 
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
None.
 
PART II
 
ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
 
Trading in the Company’s Common Stock (which had been listed on the American Stock Exchange), was suspended by the American Stock Exchange on February 22, 1999. Subsequently, the Company’s stock has been traded over the counter on the pink sheets. Following are the high and low per share closing bid prices for our common stock for the periods indicated:
 
    
Bid Prices

    
High

  
Low

2001
         
First Quarter
  
1.42
  
.80
Second Quarter
  
1.65
  
.80
Third Quarter
  
2.38
  
1.67
Fourth Quarter
  
3.35
  
1.62
2002
         
First Quarter
  
3.65
  
2.08
Second Quarter
  
4.25
  
2.68
Third Quarter
  
4.35
  
2.20
Fourth Quarter
  
2.97
  
1.51
 
As of December 18, 2002, there were 456 holders of Common Stock of record and 9 holders of Class B Stock of record.
 
Pursuant to the terms of its current credit agreements, the Company will not be paying dividends for the foreseeable future.

8


 
EQUITY COMPENSATION PLAN
 
Following table is information about our common stock that may be issued upon exercise of options, warrants and rights under all of our existing equity compensation plans and arrangements as of September 30, 2002, including the 1997 Stock Option Plan and the 1992 Stock Option Plan.
 
Plan Category

    
Number of Securities to be issued upon exercise of outstanding options, warrants and rights

    
Weighted-average exercise price of outstanding options, warrants and rights

    
Number of Securities remaining available for future issuance under equity compensation plans (excluding securities reflected in second column)

Equity compensation plans approved by security holders
    
1,616,000
    
1.95
    
1,386,000
Equity compensation plans not approved by security holders
    
—  
    
—  
    
—  
      
    
    
Total
    
1,616,000
    
1.95
    
1,386,000
      
    
    

9


 
ITEM 6. SELECTED FINANCIAL DATA
 
    
Years Ended September 30

 
    
2002

  
2001

    
2000

    
1999

    
1998(2)

 
    
(in thousands, except per share data)
 
Net revenue from continuing operations
  
$
67,485
  
$
71,134
 
  
$
96,808
 
  
$
101,399
 
  
$
125,283
 
Operating income (loss) from continuing operations
  
$
2,059
  
$
(3,870
)
  
$
3,848
 
  
$
(15,113
)
  
$
7,887
 
Income (loss) from continuing operations
  
$
1,829
  
$
(4,248
)
  
$
1,268
 
  
$
(12,544
)
  
$
(1,236
)
Discontinued operations: (1)
                                          
Operating income (loss)
  
$
241
  
$
5,695
 
  
$
(476
)
  
$
(11,322
)
  
$
2,891
 
Gain on sale of businesses
  
$
—  
  
$
3,835
 
  
$
—  
 
  
$
—  
 
  
$
—  
 
Extraordinary item—debt extinguishment
  
$
—  
  
$
3,641
 
  
$
—  
 
  
$
—  
 
  
$
—  
 
    

  


  


  


  


Net income (loss)
  
$
2,070
  
$
8,923
 
  
$
792
 
  
$
(23,866
)
  
$
1,655
 
    

  


  


  


  


Per share data:
                                          
Basic:
                                          
Income (loss) from continuing operations
  
$
0.21
  
$
(0.49
)
  
$
0.14
 
  
$
(1.45
)
  
$
(0.15
)
Discontinued operations: (1)
                                          
Operating income (loss)
  
$
0.03
  
$
0.66
 
  
$
(0.05
)
  
$
(1.30
)
  
$
0.35
 
Gain on sale of businesses
  
$
—  
  
$
0.44
 
  
$
—  
 
  
$
—  
 
  
$
—  
 
Extraordinary item—debt extinguishment
  
$
—  
  
$
0.42
 
  
$
—  
 
  
$
—  
 
  
$
—  
 
    

  


  


  


  


Net income (loss)
  
$
0.24
  
$
1.03
 
  
$
0.09
 
  
$
(2.75
)
  
$
0.20
 
    

  


  


  


  


Diluted:
                                          
Income (loss) from continuing operations
  
$
0.20
  
$
(0.49
)
  
$
0.14
 
  
$
(1.45
)
  
$
(0.15
)
Discontinued operations: (1)
                                          
Operating income (loss)
  
$
0.03
  
$
0.66
 
  
$
(0.05
)
  
$
(1.30
)
  
$
0.35
 
Gain on sale of businesses
  
$
—  
  
$
0.44
 
  
$
—  
 
  
$
—  
 
  
$
—  
 
Extraordinary item—debt extinguishment
  
$
—  
  
$
0.42
 
  
$
—  
 
  
$
—  
 
  
$
—  
 
    

  


  


  


  


Net income (loss)
  
$
0.23
  
$
1.03
 
  
$
0.09
 
  
$
(2.75
)
  
$
0.20
 
    

  


  


  


  


Cash dividends declared per common share
  
$
—  
  
$
—  
 
  
$
—  
 
  
$
0.030
 
  
$
0.025
 
    
September 30,

 
    
2002

  
2001

    
2000

    
1999

    
1998

 
Selected balance sheet data:
                                          
Current assets
  
$
41,767
  
$
47,956
 
  
$
85,869
 
  
$
93,424
 
  
$
100,151
 
Current liabilities
  
$
29,243
  
$
29,671
 
  
$
140,672
 
  
$
149,737
 
  
$
142,312
 
Total assets
  
$
62,184
  
$
69,587
 
  
$
139,946
 
  
$
151,947
 
  
$
173,157
 
Long-term debt, less current maturities
  
$
24,337
  
$
34,333