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Gencor Industries, Inc. (GENC) is soliciting proxies for its 2025 Annual Meeting to be held on September 26, 2025 at its Orlando offices. Only holders of record as of August 11, 2025 may vote. The Board asks shareholders to: elect one Common-stock director nominee (General John G. Coburn) and four Class B directors (E.J. Elliott, Marc G. Elliott, Walter A. Ketcham, Jr., Thomas Vecchiolla) and to ratify the appointment of Berkowitz Pollack Brant Advisors + CPAs as auditors for the 2025 fiscal year.
The filing discloses governance and compensation details: 12,338,845 shares of Common Stock and 2,318,857 shares of Class B Stock were outstanding at the record date; net income was $14.56 million in fiscal 2024; the President’s 2024 salary was $950,000; the Board affirms a majority of independent directors and an Audit Committee financial expert. The proxy notes concentrated family ownership (Class B shares are 100% held by directors/officers as a group) and that compensation is principally fixed with a limited relationship between pay and TSR.
Gencor Industries (GENC) reported a solid fiscal Q3 2025 (quarter ended 6/30/25):
- Revenue rose 5.6% YoY to $26.99 m, driven by higher point-in-time equipment and parts sales.
- Gross margin expanded to 26.5% (23.9% p/y) on a more profitable mix and lower manufacturing costs.
- Operating income jumped 58% to $3.14 m as operating expenses fell 2%.
- Net income increased 49.6% to $3.83 m; EPS improved to $0.26 vs $0.17.
- Year-to-date (9 mo) revenue rose 4.7% to $96.6 m and EPS grew 5.6% to $0.94.
Balance sheet strength remains exceptional: cash & marketable securities climbed to $136.0 m (62% of total assets) with no debt; equity rose to $209.9 m. Inventories fell $10.9 m while slow-moving allowances increased $1.6 m.
Cash flow: Operating cash shrank to $3.3 m (vs $12.5 m p/y) due mainly to a $17.6 m shift of cash into the investment portfolio and higher contract assets.
Key watch-points:
- Backlog fell to $26.2 m from $46.6 m YoY, signalling softer forward demand.
- Customer concentration: one customer represented 17.7% of quarterly revenue.
- Internal control material weaknesses (ITGCs, period-end close, third-party SOC report review) remain unremediated.
Overall, stronger margins and earnings highlight effective cost control and investment income, but backlog erosion, weakening operating cash flow and unresolved control issues temper the outlook.
Gencor Industries, Inc. (NYSE American: GENC) filed an 8-K dated 25 Jul 2025 to disclose that it has issued a press release announcing its fiscal 1Q 2025 results. The earnings release is furnished as Exhibit 99.1; no financial figures are included within the filing itself. Management states the information is being furnished, not filed, thereby limiting legal incorporation into other SEC documents. No other material events, transactions, or changes in control are reported.
Gencor Industries (NYSE:GENC) filed its overdue Annual Report for FY ended September 30 2024. The filing reveals two auditor changes: MSL partners joined Forvis Mazars on Nov 1 2024; Forvis Mazars was then dismissed on Feb 13 2025 and replaced by Berkowitz Pollack Brant on Feb 20 2025. Auditor turnover delayed completion of the FY 2024 audit and ICFR attestation, resulting in late Form 10-K and outstanding Form 10-Qs for the quarters ended Dec 31 2024 and Mar 31 2025.
Consequently, the company received a NYSE American delinquency notice. The exchange has now granted an extension until August 19 2025 to file all missing reports and regain compliance, mitigating immediate delisting risk.
Capital structure: as of June 25 2025 the company had 12.34 M common shares and 2.32 M Class B shares outstanding; non-affiliate market value at Q2 FY24 was $160.2 million.
No restatements, going-concern warnings, or material changes to business operations were disclosed in this report.
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