10-Q

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 June 30, 2003

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 incorporated or organization)	(I.R.S. Employer 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 by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act.)

Yes    ¨                                                          No    x

Indicate number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.

Class	Outstanding at July 16, 2003
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 – June 30, 2003 (Unaudited) and September 30, 2002	3
		Unaudited condensed consolidated income statements – Three - and Nine-months ended June 30, 2003 and 2002	4
		Unaudited condensed consolidated statements of cash flows – Nine-months ended June 30, 2003 and 2002	5
		Notes to unaudited 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	12
	Item 4.	Controls and Procedures	13
Part II.	Other Information
	Item 6.	Exhibits and Reports on Form 8-K	14
Signatures			15

2

Part I. Financial Information

Item 1. Financial Statements

Condensed Consolidated Balance Sheets

In thousands, except share amounts

	June 30 2003			September 30 2002
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	16,113		$	12,305
Accounts receivable, less allowance for doubtful accounts of $1,194 ($1,234 at September 30, 2002)		4,390			8,512
Inventories		14,156			19,012
Prepaid expenses		1,115			1,938
Total current assets		35,774			41,767
Property and equipment, net		15,131			15,693
Goodwill, net of accumulated amortization		364			364
Other assets		4,292			4,360
Total assets	$	55,561		$	62,184
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Notes payable	$	196		$	196
Current portion of long-term debt		5,243			6,068
Accounts payable		6,289			9,000
Customer deposits		893			498
Income and other taxes payable		8,318			3,534
Accrued expenses		8,440			9,947
Total current liabilities		29,379			29,243
Long-term debt		10,020			24,337
Other liabilities		3,309			3,309
Total liabilities		42,708			56,889
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
Retained Earnings		8,418			883
Accumulated other comprehensive loss		(5,995	)		(6,018	)
Subscription receivable from officer		(95	)		(95	)
Common stock in treasury, 179,400 shares at cost		(1,704	)		(1,704	)
		12,853			5,295
Total liabilities and shareholders’ equity	$	55,561		$	62,184

See notes to unaudited condensed consolidated financial statements.

3

GENCOR INDUSTRIES, INC.

Unaudited Condensed Consolidated Income Statements

In thousands, except per share amounts

	Three Months Ended June 30						Nine Months Ended June 30
	2003			2002			2003			2002
Net sales	$	14,134		$	17,853		$	48,324		$	51,158
Costs and expenses:
Costs of products sold		9,609			13,159			35,591			38,179
Product engineering and development		436			450			1,309			1,300
Selling, general and administrative		3,998			3,286			10,370			9,553
Restructuring costs		—			—			—			302
		14,043			16,895			47,270			49,334
Operating income		91			958			1,054			1,824
Other income (expense):
Interest income		42			44			108			118
Interest expense		(308	)		(554	)		(1,251	)		(1,737	)
Income from investees		4,780			—			13,428			1,526
Miscellaneous		65			384			12			456
		4,579			(126	)		12,297			363
Income from continuing operations before income taxes		4,670			832			13,351			2,187
Income taxes		2,382			263			5,816			834
Income from continuing operations		2,288			569			7,535			1,353
Discontinued operations
Income from discontinued operations, net of income taxes		—			5			—			172
Net income	$	2,288		$	574		$	7,535		$	1,525
Per common share:
Basic:
Income from continuing operations	$	0.26		$	0.07		$	0.87		$	0.16
Discontinued operations	$	—		$	—		$	—		$	0.02
Net income	$	0.26		$	0.07		$	0.87		$	0.18
Diluted:
Income from continuing operations	$	0.25		$	0.06		$	0.83		$	0.15
Discontinued operations	$	—		$	—		$	—		$	0.02
Net income	$	0.25		$	0.06		$	0.83		$	0.17

See notes to unaudited condensed consolidated financial statements.

4

GENCOR INDUSTRIES, INC.

Unaudited Condensed Consolidated Statements of Cash Flows

In thousands

	Nine Months Ended June 30
	2003			2002
Operating activities:
Net income	$	7,535		$	1,525
Adjustments to reconcile net income to cash provided by (used for) operating activities:
Depreciation and amortization		706			1,170
(Gain) Loss on disposition of property and equipment		—			(421	)
Income from investees		(13,428	)		(1,526	)
Write-off deferred loan costs		—			43
Bad debt expense		1,474			145
Other noncash items		—			(265	)
Change in assets and liabilities net of disposed business
Accounts receivable		1,767			(4,316	)
Inventories		4,911			4,260
Prepaid expenses		807			622
Other assets		9			(163	)
Accounts payable		(2,122	)		(815	)
Customer deposits		418			279
Income and other taxes payable		4,784			1,081
Accrued expenses and other		(1,510	)		(2,134	)
Total adjustments		(2,184	)		(2,040	)
Net cash provided by (used for) operating activities		5,351			(515	)
Investing activities:
Distributions from unconsolidated investees		13,428			1,526
Capital expenditures		(84	)		(219	)
Proceeds from sale of property and equipment		—			673
Net cash provided by investing activities		13,344			1,980
Financing activities:
Repayment of debt		(15,142	)		(3,208	)
Net cash used for financing activities		(15,142	)		(3,208	)
Effect of exchange rate changes on cash and cash equivalents		255			159
Increase (decrease) in cash and cash equivalents		3,808			(1,584	)
Cash and cash equivalents, beginning of period		12,305			14,158
Cash and cash equivalents, end of period	$	16,113		$	12,574

See notes to unaudited condensed consolidated financial statements.

5

GENCOR INDUSTRIES, INC.

Notes to Unaudited 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- and nine-month periods ended June 30, 2003 are not necessarily indicative of the results that may be expected for the year ending September 30, 2003.

The balance sheet at September 30, 2002 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, 2002.

Note 2 – Inventories

The components of inventory consist of the following:

	June 30 2003		September 30 2002
Raw materials	$	7,551	$	9,235
Work in process		1,448		3,267
Finished goods		4,205		4,261
Used equipment		952		2,249
	$	14,156	$	19,012

6

Note 3 – Earnings Per Share Data

The following table sets forth the computation of basic and diluted earnings per share:

	Three Months Ended June 30				Nine Months Ended June 30
	2003		2002		2003		2002
Income from continuing operations	$	2,288	$	569	$	7,535	$	1,353
Income from discontinued operations		—		5		—		172
Net income	$	2,288	$	574	$	7,535	$	1,525
Denominator (shares in thousands):
Weighted average shares outstanding		8,682		8,682		8,682		8,682
Effect of dilutive stock options		190		758		190		504
Denominator for diluted EPS computation		8,872		9,440		8,872		9,186
Per common share:
Basic:
Continuing operations	$	0.26	$	0.07	$	0.87	$	0.16
Discontinued operations		—		—		—		0.02
Net income	$	0.26	$	0.07	$	0.87	$	0.18
Diluted:
Continuing operations	$	0.26	$	0.06	$	0.85	$	0.15
Discontinued operations		—		—		—		0.02
Net income	$	0.26	$	0.06	$	0.85	$	0.18

Note 4 – Comprehensive Income (Loss)

Total comprehensive income for the three-and nine-months ended June 30, 2003 was $2,277 and $7,512 respectively, which compares to the total comprehensive income for the three- and nine-months ended June 30, 2002 of $894 and $2,268, respectively. Total comprehensive income differs from net income due to unrealized 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.” Realized gains and losses resulting from foreign currency transactions are included in income.

7

Note 5 – Income From Investees

During the first, second and third quarters of fiscal 2003, the Company received cash distributions of $4,239, $4,409 and $4,780, respectively, from its 45% interest in Carbontronics LLC and 25% interest in Carbontronics II LLC and Carbontronics Fuels LLC. These interests were acquired in 1998. The Company has no cost basis in these investments nor requirement to provide future funding. Any income to be derived from these investments is dependent upon tax credits (adjusted for operating losses at the fuel plants) being generated from synthetic fuel production, which are recorded when and if received. The income and distributions projected for fiscal years 1998, 1999, 2000, and 2001 failed in total to materialize. During the first and second quarter of fiscal 2002, distributions of $465 and $1,061, respectively were received. The Company received no distributions in the third quarter of fiscal 2002.

The synthetic fuels industry which encompasses the Company’s investment as described herein is driven by Section 29 of the Internal Revenue Service first adopted in 1980 and designed to provide tax credit incentives to stimulate the development of alternative energy sources. To qualify for such Section 29 tax credits, a tax payer has to meet a long and stringent list of controls and requirements which for each producer of synthetic fuels culminates in a Private Letter Ruling (PLR) issued by the IRS. As a consequence, the historical performance of the entities comprising the Company’s interests in synfuel production has been one of frequent disruptions, and total unpredictability as to when and if any income and distribution thereof may occur. Further, the Limited Partners of these entities have the right to suspend any and all payments under certain conditions and circumstances, including initiations of IRS review (Tax Event).

After the three quarterly distributions of fiscal 2003, in June 2003 the IRS announced that it had reason to question the scientific validity of certain test procedures and results that have been presented to it by taxpayers with interests in synfuel operations as evidence that the required “significant chemical change” has indeed, occurred so as to qualify as synthetic fuel, and is currently reviewing information regarding these test procedures and practices. Accordingly, the IRS has suspended the issuance of PLR’s. In addition, the IRS indicated that it may revoke existing PLR’s that relied on the procedures and results under review if it determines that those test procedures and results do not demonstrate that a significant chemical change has occurred.

The Company believes that under the current pronouncements and actions by the IRS, a significant risk exists that such may be a “Tax Event”, in which case further distributions to Gencor will cease.

Under these circumstances, the Company cannot predict when, if ever, there will be any further distributions, nor in what amount, if any.

8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

Net sales for the nine-months ended June 30, 2003 and 2002 were $48.3 million and $51.2 million, respectively a decrease of $2.9 million or 5.6%. Domestic sales for the nine-month period of fiscal 2003 were $38.7 million reflecting a $5.9 million increase from year ago levels. The increase in domestic sales is primarily due to some recovery of our industry from the September 11 events. Decreased asphalt plant orders at one of the Company’s wholly owned U.K. subsidiaries partially eroded the increase in domestic sales. Net sales for the third quarter of fiscal 2003 reflected a decrease of approximately $3.7 million over the same period of the previous year. The foreign operations accounted for $6.2 million of the decline due to unfavorable market conditions in the U.K., increased competition in the Asian market, as well as the effect of the SARS epidemic. Domestic sales for the third quarter increased by $2.5 million from year ago levels.

Gross margins as a percent of net sales improved by 1% during the nine-months ended June 30, 2003 from year ago levels. Domestic margins improved 4.6% and 1.0% during the three- and nine -month periods ended June 30, 2003. Higher volume and margins on larger contracts contributed to the improvement in domestic margins. Gross margins from foreign sales declined in the three and nine-month periods of fiscal 2003, due to the unfavorable market conditions in the U.K., increased competition in the Asian market, and the effect of the SARS epidemic.

Product engineering and development costs remained constant during the nine-month periods ended 2003 and compared to the quarter ended June 30, 2003. Selling, general and administrative expenses increased $712 and $817 during the three and nine-month periods ended June 30, 2003. The increase in reserve for doubtful accounts due to the consolidation of foreign operations contributed to $1.2 million of the increase during the three and nine –month periods ended June 30, 2003. Domestic selling, general and administrative expenses decreased 7.3% and 6.5% during the three and nine -month periods ended June 30, 2003.

Operating income was $91 in the third quarter and $1.1 million in the nine months of fiscal 2003, compared to $958 for the quarter and $1.8 million for the nine months of fiscal 2002. Operating losses were $1.9 million at a foreign operation in the third quarter and $3.0 million in the nine months of fiscal 2003, compared to operating income of $351 for the quarter and $349 for the nine months of fiscal 2002.

As a result of the recent and nine months unfavorable operating results referred to above, the operations of Gencor International Limited (GIL), one of the Company’s wholly-owned U.K. subsidiaries, are being consolidated with the Domestic operations. Effective July 3, 2003, with the concurrence of our secured senior lender, the U.K. subsidiary was placed into Administration with a court appointed Administrator. The Administrator will manage GIL for the benefit of all creditors. The Company intends to retain all intellectual property and real property and continue the international business, managed and operated domestically by a new subsidiary. The Company does not expect a loss related to this consolidation.

Restructuring costs, primarily legal and professional fees relating to the reorganization were $302 during the first nine-months of fiscal 2002. There were no restructuring costs for the first nine-months of fiscal 2003.

Other Income (Expense)

Interest expense declined $246 and $486 for the three and nine-month periods of fiscal 2003 from the pervious year, reflecting the reduction in the debt balance and lower interest rates.

9

During the first, second and third quarters of fiscal 2003, the Company received cash distributions of $4,239, $4,409 and $4,780, respectively, from its 45% interest in Carbontronics LLC and 25% interest in Carbontronics II LLC and Carbontronics Fuels LLC. These interests were acquired in 1998. The Company has no cost basis in these investments nor requirement to provide future funding. Any income to be derived from these investments is dependent upon tax credits (adjusted for operating losses at the fuel plants) being generated from synthetic fuel production, which are recorded when and if received. The income and distributions projected for fiscal years 1998, 1999, 2000, and 2001 failed in total to materialize. During the first and second quarter of fiscal 2002, distributions of $465 and $1,061, respectively were received. The Company received no distributions in the third quarter of fiscal 2002.

The synthetic fuels industry which encompasses the Company’s investment as described herein is driven by Section 29 of the Internal Revenue Service first adopted in 1980 and designed to provide tax credit incentives to stimulate the development of alternative energy sources. To qualify for such Section 29 tax credits, a tax payer has to meet a long and stringent list of controls and requirements which for each producer of synthetic fuels culminates in a Private Letter Ruling (PLR) issued by the IRS. As a consequence, the historical performance of the entities comprising the Company’s interests in synfuel production has been one of frequent disruptions, and total unpredictability as to when and if any income and distribution thereof may occur. Further, the Limited Partners of these entities have the right to suspend any and all payments under certain conditions and circumstances, including initiations of IRS review (Tax Event).

After the three quarterly distributions of fiscal 2003, in June 2003 the IRS announced that it had reason to question the scientific validity of certain test procedures and results that have been presented to it by taxpayers with interests in synfuel operations as evidence that the required “significant chemical change” has, indeed, occurred so as to qualify as synthetic fuel, and is currently reviewing information regarding these test procedures and practices. Accordingly, the IRS has suspended the issuance of PLR’s. In addition, the IRS indicated that it may revoke existing PLR’s that relied on the procedures and results under review if it determines that those test procedures and results do not demonstrate that a significant chemical change has occurred.

The Company believes that under the current pronouncements and actions by the IRS, a significant risk exists that such may be a “Tax Event”, in which case distributions to Gencor will cease.

Under these circumstances, the Company can not predict when, if ever there will be any further distributions, nor in what amount, if any.

Income Taxes

Income tax expense increased by $2.1 million and $5.0 million for the three and nine-month periods of fiscal 2003, reflecting the increase in pre-tax income.

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%. During fiscal 2002, the Company paid $4,000 in principal and during the first nine months of fiscal 2003, paid an additional $15,142. The Amended and Restated Secured Credit Agreement includes certain other financial and restrictive covenants.

10

The Company is presently negotiating for new financing with a new lender to provide a less costly revolving credit facility. New financing is expected to be in place before the end of August.

Pursuant to its Amended Plan of Reorganization, on January 29, 2002 the Company made a principal payment of $488 on the industrial revenue bond. Monthly principal and interest payments of $38 are scheduled to continue until the balance is paid-off in March 2005.

The current ratio of 1.22:1.00 and working capital of $6.4 million at June 30, 2003 compares to the current ratio of 1.59:1.00 and working capital of $16.3 million a year earlier, which reflects the payment of $15.1 million for long term debt reduction.

Cash provided (used) by operations increased from ($515) during the first nine months of fiscal 2002 to $5.3 million for the same period of fiscal 2003. The $5.8 million improvement reflects favorable net cash inflows from increases in customer deposits of $418, income taxes payable of $4.8 million, and decreases in accounts payable of $2.1 million, accrued expenses of $1.5 million, accounts receivable of $1.8 million, and inventories of $4.9 million. Cash used in financing activities reflected principal payments of $14,782 against the secured loan agreements, and $360 against the Industrial Revenue Bond.

Seasonality

The Company is concentrated in the asphalt-related business and is 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 ended September 30.

Forward-Looking Information

This Form 10-Q contains certain “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which represent the Company’s expectations and beliefs, including, but not limited to, statements concerning gross margins, sales of the Company’s products and future financing plans. These statements by their nature involve substantial risks and uncertainties, certain of which are beyond the Company’s control. Actual results may differ materially depending on a variety of important factors, including income from tax credits to the Company, the final expenses related to the U.K. Administration of GIL, the financial condition of the Company’s customers, changes in the economic and competitive environments and demand for the Company’s products.

11

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. 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.

At June 30, 2003, the Company had approximately $15.4 million of debt outstanding. Under the Amended and Restated Secured Credit Agreement, substantially all of the Company’s borrowings bear interest at variable rates based upon the prime rate plus 2%. The Company performed a sensitivity analysis assuming a hypothetical 1% adverse movement in the interest rates on the debt outstanding at the end of June 2003. Such a movement in interest rates would cause the Company to recognize additional interest expense for the nine-month period ended June 30, 2003 of approximately $185 along with a corresponding decrease in cash flows.

The above sensitivity analysis for interest rate risk excludes accounts receivable, accounts payable and accrued liabilities because of the short-term maturity of such instruments. The analysis does not consider the effect on other variables such as changes in sales volumes or management’s actions with respect to levels of capital expenditures, future acquisitions or planned divestitures, all of which could be influenced significantly by changes in interest rates and cause the results to differ significantly from those indicated by the sensitivity analysis

12

Item 4.    Controls and Procedures

The Company’s President and Chief Financial Officer evaluated the Company’s disclosure controls and procedures within 90 days of the filing date of this quarterly report. Based upon this evaluation, the Company’s President and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective in ensuring that material information required to be disclosed is included in the reports that it files with the Securities and Exchange Commission.

There were no significant changes in the Company’s internal controls or, to the knowledge of the management of the Company, in other factors that could significantly affect internal controls subsequent to the evaluation date.

13

Part II.    Other Information

Item 6.    Exhibits and Reports on Form 8-K

(a) Exhibits.

10.2 Indemnification Agreement for Directors and Officers

99.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by E.J. Elliott and Scott W. Runkel.

(b) Reports on Form 8-K.

None.

14

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.
July 23, 2003	By:	/s/    E.J. Elliott
		E.J. Elliott, Chairman and President
July 23, 2003	By:	/s/    Scott W. Runkel
		Scott W. Runkel, Chief Financial Officer

15

CERTIFICATIONS

I, Mr. E.J. Elliott, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Gencor Industries, Inc.

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a – 14 and 15d – 14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date:	July 23, 2003	/s/    E.J. Elliott
		E.J. Elliott Chairman and President

16

CERTIFICATIONS

I, Mr. Scott W. Runkel

1. I have reviewed this quarterly report on Form 10-Q of Gencor Industries, Inc.

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a – 14 and 15d – 14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date:	July 23, 2003	/s/    Scott W. Runkel
		Scott W. Runkel Chief Financial Officer

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EX-10.2

Exhibit 10.2

INDEMNIFICATION AGREEMENT

This Indemnification Agreement dated as of this              day of                             , 2003 (“Agreement”), is made and entered into by and between Gencor Industries, Inc., a Delaware corporation (“Company”), and                                                       (“Indemnitee”):

RECITALS

A.    Competent and experienced persons are becoming increasingly reluctant to serve publicly-held corporations as directors, officers, or in other capacities unless they are provided with adequate protection through liability insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to the corporation; and

B.    The current unavailability, inadequacy, and extraordinary cost of adequate insurance and the uncertainties relating to indemnification have increased the difficulty of attracting and retaining such persons; and

C.    The Board of Directors of the Company (the “Board”) has determined that the inability to attract and retain such persons is detrimental to the best interests of the Company’s stockholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future; and

D.    Section 145 of the Delaware General Corporation Law (the “Corporate Law”) empower the Company to indemnify its officers, directors, employees and agents by agreement and to indemnify persons who serve, at the request of the Company, as directors, officers, employees, or agents or other corporations or enterprises, and Section 145 of the Corporate Law expressly provide that the indemnification provided therein is not exclusive; and

E.    It is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified; and

F.    Indemnitee is willing to serve, or continue to serve and to take on additional service for or on behalf of the Company on the condition that he be so indemnified.

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

1.    Definitions.    For purposes of this Agreement:

(a) “Corporate Status” describes the status of a person who is or was a director, officer, employee, agent or fiduciary of the Company or of any other

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corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which such person is or was serving at the request of the Company.

(b) (b) “Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding (as hereinafter defined) in respect of which indemnification is sought by Indemnitee.

(c) “Effective Date” means the date first above written.

(d) “Expenses” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, or being or preparing to be a witness in a proceeding.

(e) “Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party, or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.

(f) “Proceeding” includes any action, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or any other proceeding whether civil, criminal, administrative or investigative, including any appeal thereof, whether or not initiated prior to the Effective Date, except a proceeding initiated by an Indemnitee pursuant to Section 11 of this Agreement to enforce his rights under this Agreement.

2.    Agreement to Serve.    Indemnitee has agreed to serve as a director and/or officer of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any contractual obligation or any obligation imposed by operation of law). The Company shall have no obligation under this Agreement to continue Indemnitee in any position with the Company.

3.    Indemnification—General.    The Company shall indemnify, and advance Expenses to Indemnitee as provided in this Agreement and to the fullest extent permitted by applicable law in effect on the date hereof and to such greater extent as applicable law may thereafter from time to time permit. The rights of Indemnitee provided under the preceding sentence shall include, but shall not be limited to, the rights set forth in the other sections of this Agreement.

4.    Third Party Actions.    Indemnitee shall be entitled to the rights of indemnification provided in this Section 4 if, by reason of his Corporate Status, he is, or is threatened to be made, a party to any threatened, pending or completed Proceeding, other than a Proceeding by or in the right of the Company. Pursuant to this Section 4, Indemnitee shall be indemnified against Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by him or on his

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behalf in connection with any such Proceeding or any claim, issue or matter therein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful.

5.    Derivative Actions.    Indemnitee shall be entitled to the rights of indemnification provided in this Section 5 if by reason of his Corporate Status he is or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section, Indemnitee shall be indemnified against Expenses actually and reasonably incurred by him or on his behalf in connection with the defense or settlement of such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification shall by made by Company in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and only to the extent that the Court of Chancery or the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such Expenses which the Court of Chancery or such other court shall deem proper.

6.    Indemnification for Expenses of an Indemnitee.    Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a party to and is successful on the merits or otherwise in defense of any Proceeding, or in defense of any claim, issue or matter therein, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter; provided, however, that this sentence shall not limit or prohibit Indemnitee’s right to indemnification pursuant to Sections 4 and 5 above. For purposes of this Section 6 and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

7.    Indemnification for Expenses of a Witness.    Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is by reason of his Corporate Status, a witness in any Proceeding, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.

8.    Advancement of Expenses.    The Company shall advance all reasonable Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding within twenty (20) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by an undertaking by or on behalf of Indemnitee to

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repay any Expenses advanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnified against such Expenses.

9.    Indemnification Procedure.

(a)    To obtain indemnification under this Agreement, Indemnitee shall submit to the Secretary of the Company (or to such other officer as may be designated by the Board) a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary, or other designated officer, of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification.

(b)    Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case: (A) by the Board by a majority vote of a quorum consisting of Disinterested Directors or (B) if a quorum of the Board consisting of Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directs, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (C) if directed by the Directors, by the stockholders of the Company; or (D) as provided in Section 10(b) of this Agreement; and, if it is so determined that Indemnitee is entitled to indemnification, payment to or on behalf of Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

(c)    In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(b) hereof, the Independent Counsel shall be selected as provided in this Section 9(c). The Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him of the identity of the independent counsel so selected. In either event, Indemnitee, may, within seven (7) days after such written notice of selection shall have been given, deliver to the Company a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 9(a)

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hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Court of Chancery of the State of Delaware for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom an objection is so resolved or the person so appointed shall act as Independent Counsel under Section 9(b) hereof. The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 9(b) hereof, and the Company shall pay all reasonable fees and Expenses incident to the procedures of this Section 9(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial Proceeding pursuant to Section 11(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

10.    Presumptions and Effect of Certain Proceedings.

(a)    In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption.

(b)    If the person, persons or entity empowered or selected under Section 9 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination within sixty (60) days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however, that such 60-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto; and provided, further, that the foregoing provisions of this Section 10(b) shall not apply (i) if the determination of entitlement to indemnification is to be made by the stockholders pursuant to Section 9(b) of this Agreement and if (A) within fifteen (15) days after receipt by the Company of the request for such determination the Board has resolved to submit such determination to the stockholders for their consideration at an annual meeting thereof to be held within seventy-five (75) days after such receipt and such determination is made thereat or (B) a special meeting of stockholders is called within fifteen (15) days after such receipt for the purpose of making such determination, such meeting is held for such purpose within sixty (60) days after having been so called and such determination is made thereat, or (ii) if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(b) of this Agreement.

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(c)    The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself, adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company, or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his conduct was unlawful.

11.    Remedies of Indemnitee.

(a)    In the event that (i) a determination is made pursuant to Section 9 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement, (iii) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(b) of this Agreement and such determination shall not have been made and delivered in a written opinion within ninety (90) days after receipt by the Company, of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 5 of this Agreement within ten (10) days after receipt by the Company of a written request therefor, or (v) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Sections 9 or 10 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of expenses. Indemnitee shall commence such proceeding seeking an adjudication within one hundred eighty (180) days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 11(a). The Company shall not oppose Indemnitee’s right to seek any such adjudication.

(b)    In the event that a determination shall have been made pursuant to Section 9 of this Agreement that Indemnitee is not entitled to indemnification, any judicial Proceeding commenced pursuant to this Section 11 shall be conducted in all respects as a de novo trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. If a Change of Control shall have occurred, in any judicial Proceeding commenced pursuant to this Section 11 the Company shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be.

(c)    If a determination shall have been made or deemed to have been made pursuant to Sections 9 or 10 of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial Proceeding commenced pursuant to this Section 11, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

(d)    The Company shall be precluded from asserting in any judicial Proceeding commenced pursuant to this Section 11 that the procedures and presumptions of this Agreement are

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not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement.

(e)    In the event that Indemnitee, pursuant to this Section 11, seeks a judicial adjudication to enforce his rights under, or to recover damages for breach of, this Agreement, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all expenses (of the types described in the definition of Expenses in Section 1 of this Agreement) actually and reasonably incurred by him in such judicial adjudication, but only if he prevails therein. If it shall be determined in said judicial adjudication that Indemnitee is entitled to receive part but not all of the indemnification or advancement of expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated.

12.    Non-Exclusivity: Survival of Rights; Insurance; Subrogation.

(a)    The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Articles of Incorporation, the Bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise. No amendment, alteration or repeal of this Agreement or any provision hereof shall be effective as to any Indemnitee with respect to any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal.

(b)    To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, agents or fiduciaries of the Company or of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which such person serves at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, employee or agent under such policy or policies.

(c)    In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

(d)    The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.

(e)    The Company may, to the fullest extent authorized by law, create a trust fund, grant a security interest and/or use other means (including, without limitation, letters of credit, surety bonds and other similar arrangements) to ensure the payment of such amounts as may become necessary to effect indemnification provided hereunder.

13.    Duration of Agreement.    This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as a director, officer, employee, agent or fiduciary of the Company or of any other corporation, partnership, joint

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venture, trust, employee benefit plan or other enterprise which Indemnitee served at the request of the Company; or (b) the final termination of all pending Proceedings in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by Indemnitee pursuant to Section 11 of this Agreement relating thereto. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and his heirs executors and administrators.

14.    Severability.    If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

15.    Exceptions to Indemnification Rights.    Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding, or any claim therein, brought or made by him against the Company.

16.    Counterparts.    This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.

17.    Captions.    The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

18.    Amendment and Waiver.    No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

19.    Notice by Indemnitee.    Indemnitee agrees promptly to notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses covered hereunder.

20.    Notices.    All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if (i) delivered by hand and receipted for by

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the party to whom said notice or other communication shall have been directed, or (ii) mailed by certified mail, return receipt requested, with postage prepaid, and shall be deemed delivered on the third business day after the date on which it is so mailed:

(a)    If to Indemnitee, to the address set forth immediately following Indemnitee’s signature hereinbelow;

(b)    If to the Company, to 5201 North Orange Blossom Trail, Attention: President; or to such other address as may have been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.

21.    Governing Law.    The parties agree that this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware.

22.    Gender.    Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.

COMPANY:

GENCOR INDUSTRIES, INC.

By:

Name: John E. Elliott

As Its: Executive Vice President

INDEMNITEE:

By:

Name:

Address:

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EX-99.1

Exhibit 99.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Gencor Industries, Inc. (the “Company”) on Form 10-Q for the fiscal quarter ending March 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, that:

(1)    The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)    The information contained in the Report fairly presents, in all materials respects, the financial condition and results of operations of the Company.

/s/    E.J. Elliott

E.J. Elliott

Chairman and President

July 23, 2003

/s/    Scott W. Runkel

Scott W. Runkel

Chief Financial Officer

July 23, 2003

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