8-K
GENCOR INDUSTRIES INC (GENC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
Date of Report: February 6, 2026
(Date of earliest event reported)
GENCOR INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
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)
| Delaware | 001-11703 | 59-0933147 |
|---|---|---|
| (State or other jurisdiction of<br> <br>incorporated or organization) | Commission<br> <br>File Number | (I.R.S. Employer<br> <br>Identification No.) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered or to be registered pursuant to Section 12(b) of the Act
| Title of Each Class | Trading<br>Symbol(s) | Name of Exchange<br>on which registered |
|---|---|---|
| Common Stock ($.10 Par Value) | GENC | NYSE American LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
On February 6, 2026 Gencor Industries, Inc. issued a press release announcing its financial results for the first quarter of fiscal 2026. A copy of the press release is attached as Exhibit 99.1.
The information in this Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 99.1 | Earnings Release dated February 6, 2026 |
|---|---|
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 hereunto duly authorized.
| GENCOR INDUSTRIES, INC. | ||
|---|---|---|
| February 6, 2026 | By: | /s/ Marc G. Elliott |
| Marc G. Elliott, President and Chairman of the Board | ||
| February 6, 2026 | By: | /s/ Eric E. Mellen |
| Eric E. Mellen, Chief Financial Officer |
EX-99.1
Exhibit 99.1
GENCOR RELEASES FIRST QUARTER FISCAL 2026 RESULTS
February 6, 2026 (PRIME NEWSWIRE) - Gencor Industries, Inc. (the “Company” or “Gencor”) (NYSE American: GENC) announced today net revenue for the quarter ended December 31, 2025 was $23,577,000 compared with $31,416,000 for the quarter ended December 31, 2024 a decrease of $7,839,000. Net revenue from contract equipment sales decreased in the quarter ended December 31, 2025. The decrease in contract equipment sales was due primarily to delays and uncertainty around replacement of the current five year Federal infrastructure spending bill which is scheduled to expire on September 30, 2026. As a percent of sales, gross profit margins were 28.7% in the quarter ended December 31, 2025, compared to 27.6% in the quarter ended December 31, 2024. The improved gross margins were driven by increased parts and components sales which typically have a higher margin compared to contract equipment sales.
Product engineering and development expenses increased $81,000 to $758,000 for the quarter ended December 31, 2025, as compared to $677,000 for the quarter ended December 31, 2024. Selling, general and administrative (“SG&A”) expenses decreased $471,000 to $2,896,000 for the quarter ended December 31, 2025, compared to $3,367,000 for the quarter ended December 31, 2024 due to lower commissions and professional service fees.
The Company had operating income of $3,101,000 for the quarter ended December 31, 2025 as compared to $4,624,000 for the quarter ended December 31, 2024. The decrease in operating income was due to lower revenues in the quarter ended December 31, 2025.
For the quarter ended December 31, 2025, the Company had net other income of $1,550,000 compared to $534,000 for the quarter ended December 31, 2024. Included in net other income for the quarter ended December 31, 2025 were net realized and unrealized gains on marketable securities of $373,000 compared to net realized and unrealized losses of $(455,000) for the quarter ended December 31, 2024.
The effective income tax rates for the quarters ended December 31, 2025 and December 31, 2024 were 26.0%. Net income for the quarter ended December 31, 2025 was $3,442,000, or $0.23 per basic and diluted common share, compared to net income of $3,817,000, or $0.26 per basic and diluted common share for the quarter ended December 31, 2024.
At December 31, 2025, the Company had $147.7 million of cash and cash equivalents and marketable securities compared to $136.3 million at September 30, 2025. Net working capital was $200.9 million at December 31, 2025 compared to $197.7 million at September 30, 2025. The Company had no short-term or long-term debt outstanding at December 31, 2025.
The Company’s backlog was $57.4 million at December 31, 2025 compared to $54.4 million at December 31, 2024.
Marc Elliott, Gencor’s President and Chairman of the Board, commented, “Despite a first quarter decline in revenues, Gencor realized a higher gross profit margin on sales due primarily to robust aftermarket sales activity. We started our fiscal year with weaker-than-normal backlog and a government shutdown that affected customer confidence in the first quarter. In recent months, however, we have seen a pickup in order activity and more optimism from our customers on large capital purchases. Our current backlog of over $57 million suggests a solid year ahead with continued optimism.”
Gencor is a leading manufacturer of heavy machinery used in the production of highway construction equipment and materials and environmental controlequipment.
| GENCOR INDUSTRIES, INC.<br>Condensed Consolidated Balance Sheets | |||
|---|---|---|---|
| September 30,2025 | |||
| ASSETS | |||
| Current assets: | |||
| Cash and cash equivalents | 36,731,000 | $ | 26,587,000 |
| Marketable securities at fair value (cost of 108,356,000 at December 31, 2025 and<br>107,237,000 at September 30, 2025) | 111,003,000 | 109,714,000 | |
| Accounts receivable, less allowance for credit losses of 498,000 at December 31, 2025 and<br>434,000 at September 30, 2025 | 3,498,000 | 3,130,000 | |
| Contract assets | 5,091,000 | 12,208,000 | |
| Inventories, net | 53,249,000 | 53,503,000 | |
| Prepaid expenses | 2,919,000 | 1,399,000 | |
| Total current assets | 212,491,000 | 206,541,000 | |
| Property and equipment, net | 11,510,000 | 11,079,000 | |
| Deferred income taxes | 4,611,000 | 4,584,000 | |
| Other long-term assets | 301,000 | 392,000 | |
| Total Assets | 228,913,000 | $ | 222,596,000 |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||
| Current liabilities: | |||
| Accounts payable | 1,991,000 | $ | 1,842,000 |
| Customer deposits | 6,022,000 | 3,889,000 | |
| Accrued expenses | 3,286,000 | 2,741,000 | |
| Current operating lease liabilities | 248,000 | 339,000 | |
| Total current liabilities | 11,547,000 | 8,811,000 | |
| Unrecognized tax benefits | 2,122,000 | 1,983,000 | |
| Total liabilities | 13,669,000 | 10,794,000 | |
| 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; 12,338,845 shares issued and<br>outstanding at December 31, 2025 and September 30, 2025 | 1,234,000 | 1,234,000 | |
| Class B Stock, par value .10 per share; 6,000,000 shares authorized; 2,318,857 shares issued<br>and outstanding at December 31, 2025 and September 30, 2025 | 232,000 | 232,000 | |
| Capital in excess of par value | 12,590,000 | 12,590,000 | |
| Retained earnings | 201,188,000 | 197,746,000 | |
| Total shareholders’ equity | 215,244,000 | 211,802,000 | |
| Total Liabilities and Shareholders’ Equity | 228,913,000 | $ | 222,596,000 |
All values are in US Dollars.
| GENCOR INDUSTRIES, INC.<br><br><br>Condensed Consolidated Income Statements<br><br><br>For the Quarters Ended December 31, 2025 and 2024<br><br><br>(Unaudited) | |||||
|---|---|---|---|---|---|
| 2025 | 2024 | ||||
| Net revenue | $ | 23,577,000 | $ | 31,416,000 | |
| Cost of goods sold | 16,822,000 | 22,748,000 | |||
| Gross profit | 6,755,000 | 8,668,000 | |||
| Operating expenses: | |||||
| Product engineering and development | 758,000 | 677,000 | |||
| Selling, general and administrative | 2,896,000 | 3,367,000 | |||
| Total operating expenses | 3,654,000 | 4,044,000 | |||
| Operating income | 3,101,000 | 4,624,000 | |||
| Other income, net: | |||||
| Interest and dividend income, net of fees | 1,177,000 | 989,000 | |||
| Realized and unrealized gains (losses) on marketable securities, net | 373,000 | (455,000 | ) | ||
| Total other income, net | 1,550,000 | 534,000 | |||
| Income before income tax expense | 4,651,000 | 5,158,000 | |||
| Income tax expense | 1,209,000 | 1,341,000 | |||
| Net income | $ | 3,442,000 | $ | 3,817,000 | |
| Net income per common share – basic and diluted | $ | 0.23 | $ | 0.26 |
Caution Concerning Forward Looking Statements - This press release and our other communications and statements may containcertain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), includingstatements about the Company’s beliefs, plans, objectives, goals, expectations, estimates, projections and intentions. These statements are subject to significant risks and uncertainties and are subject to change based on various factors, manyof which are beyond the Company’s control. The Company’s actual results may differ materially from those set forth in the Company’s forward-looking statements depending on a variety of important factors, including the financialcondition of the Company’s customers, changes in the economic and competitive environments and demand for the Company’s products. In addition, the impact of (i) the U.S. government’s recent tariff announcements,(ii) actions taken by other countries, including the U.S., in response to such tariff announcements and conflicts, could result in a disruption in our supply chain and higher costs of our products. The words “may,”“could,” “should,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” “target,” “goal,” andsimilar expressions are intended to identify forward-looking statements.
For information concerning these factors and related matters, see thefollowing sections of the Company’s Annual Report on Form 10-K for the year ended September 30, 2025: (a) Part I, Item 1A, “Risk Factors” and (b) Part II, Item 7,“Management’s Discussion and Analysis of Financial Condition and Results of Operations”. However, other factors besides those referenced could adversely affect the Company’s results, and you should not consider any such listof factors to be a complete set of all potential risks or uncertainties. Any forward-looking statements made by the Company herein speak as of the date of this press release. The Company does not undertake to update any forward-looking statements,except as required by law.
Unless the context otherwise indicates, all references in this press release to the “Company,”“Gencor,” “we,” “us,” or “our,” or similar words are to Gencor Industries, Inc. and its subsidiaries.
Contact: Eric Mellen, Chief Financial Officer
407-290-6000