GENCOR INDUSTRIES INC (GENC)

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

Forward-Looking Information

This Quarterly Report contains certain “forward-looking statements” within the meaning of 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 litigation. 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 the financial condition of the Company’s customers, changes in the economic and competitive environments, the performance of the investment portfolio and the demand for the Company’s products.

For information concerning these factors and related matters, see the following sections of the Company’s Annual Report on Form 10-K for the fiscal 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 list of 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 Quarterly Report. The Company does not undertake to update any forward-looking statement, except as required by law.

Overview

Gencor Industries is a leading manufacturer of heavy machinery used in the production of highway construction equipment and materials and environmental control equipment. The Company’s core products include hot mix asphalt plants, combustion systems, fluid heat transfer systems, and asphalt pavers. The Company’s products are manufactured at three facilities in the United States.

Because the Company’s products are sold primarily to the highway construction industry, the business is seasonal in nature. Traditionally, the Company’s customers reduce their purchases of new equipment for shipment during the summer and fall months to avoid disrupting their peak season for highway construction and related repair work. The majority of orders for the Company’s products are thus received between October and February, with a significant volume of shipments occurring in the late winter and spring. The principal factors driving demand for the Company’s products are the overall economic conditions, the level of government funding for domestic highway construction and repair, Canadian infrastructure spending, the need for spare parts, fluctuations in the price of liquid asphalt, and a trend towards larger more efficient asphalt plants.

On November 15, 2021, President Biden signed into law a five-year, $1.2 trillion infrastructure bill, the Infrastructure Investment and Jobs Act (the “IIJ Act”), including $550 billion in new spending and reauthorization of $650 billion in previously allocated funds. The IIJ Act provides $110 billion for the nation’s highways, bridges and roads. The IIJ Act is scheduled to expire on September 30, 2026.

Fluctuations in the price of carbon steel, which is a significant cost and material used in the manufacturing of the Company’s equipment, may affect the Company’s financial performance. The Company is subject to fluctuations in market prices for raw materials, such as copper and steel. If the Company is unable to purchase materials it requires or is unable to pass on price increases to its customers or otherwise reduce its cost of goods sold, its results of operations and financial condition may be adversely affected.

The Company monitors the prices it charges for its products and services on an ongoing basis and has historically been able to adjust its prices to take into account changes in the rate of inflation.

Also, a significant increase in the price of liquid asphalt could decrease demand for hot mix asphalt paving materials and certain of the Company’s products. Increases in oil prices also drive up the cost of gasoline and diesel, which results in increased freight costs. Where possible, the Company will pass increased freight costs on to its customers. However, the Company may not be able to recapture all of the higher costs, which could have a negative impact on the Company’s financial performance.

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The Company manufactures equipment domestically with a fraction of sales exported to neighboring countries. The current U.S. Presidential administration has implemented tariffs on certain countries where the Company has sales. Also, some of the parts the Company procures are sourced from countries subject to the recent tariffs. It is not known whether any additional costs will be passed onto customers. If the Company cannot pass additional costs onto customers, then this could negatively affect revenues, cash flows, and financial position.

The Company believes its strategy of continuing to invest in product engineering and development and its focus on delivering the highest quality products and superior service will strengthen the Company’s market position. The Company continues to review its internal processes to identify inefficiencies and cost-reduction opportunities. The Company will continue to scrutinize its relationships with suppliers to ensure it is achieving the highest quality materials and services at the most competitive cost.

Concerns over inflation, geopolitical issues and global financial markets have led to increased economic instability and expectations of slower economic growth. The Company may be adversely affected by any such economic instability or unpredictability. Sanctions and disruptions to the global economy may lead to additional inflation and may disrupt the global supply chain and could have a material adverse effect on our ability to secure supplies. Prolonged periods of inflation would likely increase our costs in the form of higher wages, and increased cost of supplies and equipment necessary to operate our business. Additionally, conflicts and/or tensions involving Russia, Ukraine, Israel, Iran, the U.S., Greenland, and various other countries in South America, Europe and the Middle East, may cause increased inflation in energy and logistics costs and could further cause general economic conditions in the U.S. or abroad to deteriorate. There is a risk that one or more of our suppliers could be negatively affected by global economic instability, which could adversely affect our ability to operate efficiently and timely complete our operational goals. As of the date of this Quarterly Report, the Company’s operations have not been significantly impacted.

Results of Operations

Quarter Ended June 30, 2026 versus June 30, 2025

Net revenue for the quarter ended June 30, 2026 was $33,805,000 compared with $26,986,000 net revenue for the quarter ended June 30, 2025. The increase in net revenue was primarily due to an increase in contract equipment revenues recognized over time and associated freight revenue.

As a percent of net revenue, gross profit margins increased 140 basis points to 27.9% in the quarter ended June 30, 2026, compared to 26.5% in the quarter ended June 30, 2025.

Product engineering and development expenses decreased $61,000 to $680,000 for the quarter ended June 30, 2026, as compared to $741,000 for the quarter ended June 30, 2025 due to lower headcount. Selling, general and administrative (“SG&A”) expenses decreased $313,000 to $2,952,000 for the quarter ended June 30, 2026, compared to $3,265,000 for the quarter ended June 30, 2025 primarily due to reduced professional services expenses.

Operating income increased 85.0%, or $2,665,000, from $3,137,000 for the quarter ended June 30, 2025 to $5,802,000 for the quarter ended June 30, 2026, primarily due to higher gross profits and lower SG&A expenses. Operating margin was 17.2% for the quarter ended June 30, 2026 compared with 11.6% for the quarter ended June 30, 2025.

For the quarter ended June 30, 2026, the Company had net other income of $1,416,000, compared to $2,036,000 for the quarter ended June 30, 2025. Interest and dividend income, net of fees, was $1,176,000 in the quarter ended June 30, 2026 as compared to $1,142,000 in the quarter ended June 30, 2025. The net realized and unrealized gains on marketable securities were $241,000 for the quarter ended June 30, 2026, compared to net realized and unrealized gains of $894,000 for the quarter ended June 30, 2025. The decline in net realized and unrealized gains was due to slightly higher interest rates.

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The Company’s effective income tax rate was reduced to 21% for the quarter ended June 30, 2026, based on an expected annual effective income tax rate of 24%, compared to prior income tax rate of 26% for the quarter ended June 30, 2025,

Net income for the quarter ended June 30, 2026 increased $1,855,000, or 48.5%, to $5,683,000, or $0.39 basic and diluted net income per common share, from $3,828,000, or $0.26 basic and diluted net income per common share, for the quarter ended June 30, 2025. The higher net income resulted primarily from the impact of higher net revenues, improved margins and lower SG&A expenses, offset by lower net non-operating income.

Nine Months Ended June 30, 2026 versus June 30, 2025

Net revenue for the nine months ended June 30, 2026 and 2025 were $91,180,000 and $96,606,000, respectively. The decrease of $5,426,000, or 5.6%, was primarily due to delayed timing of orders in the quarters ended December 31, 2025 and March 31, 2026.

As a percentage of net revenue, gross profit margins increased to 29.5% for the nine months ended June 30, 2026 from 28.1% for the nine months ended June 30, 2025.

Product engineering and development expenses decreased $32,000 to $2,067,000 for the nine months ended June 30, 2026, compared to $2,099,000 for the nine months ended June 30, 2025. SG&A expenses increased $868,000 to $11,692,000 for the nine months ended June 30, 2026, compared to $10,824,000 the nine months ended June 30, 2025, primarily due to higher trade show expenses incurred during the quarter ended March 31, 2026, as previously disclosed, partially offset by a decrease in professional fees.

The Company had operating income of $13,137,000 for the nine months ended June 30, 2026, compared to $14,241,000 for the nine months ended June 30, 2025. The decrease in operating income was due to lower net revenue in the quarters ended December 31, 2025 and March 31, 2026, respectively and higher SG&A expenses in the quarter ended March 31, 2026, primarily due to higher trade show expenses.

For the nine months ended June 30, 2026, the Company had net other income of $3,903,000 compared to $4,326,000 for the nine months ended June 30, 2025. Interest and dividend income, net of fees, was $3,464,000 for the nine months ended June 30, 2026, as compared to $3,289,000 for the nine months ended June 30, 2025. The increase in interest and dividend income, net of fees, for the nine months ended June 30, 2026, was primarily due to higher rates earned on fixed income investments and higher cash balances. Net realized and unrealized gains on marketable securities were $439,000 for the nine months ended June 30, 2026, compared to $1,037,000 for the nine months ended June 30, 2025.

The Company’s effective income tax rate was reduced to 24% for the quarter ended June 30, 2026, based on an expected annual effective income tax rate of 24%, compared to the prior income tax rate of 26% for the nine months ended June 30, 2025.

Net income for the nine months ended June 30, 2026 was $12,965,000, or $0.89 basic and diluted net income per common share, compared to $13,740,000, or $0.94 basic and diluted net income per common share for the nine months ended June 30, 2025. The lower net income and earnings per share

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ITEM 7 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

“Forward-Looking” Information

This Annual Report contains certain “forward-looking statements” within the meaning of 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, future financing plans, income from investees and litigation. 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 the financial condition of the Company’s customers, changes in the economic and competitive environments, the performance of the investment portfolio and the demand for the Company’s products.

For information concerning these factors and related matters, see “Risk Factors” in Part I, Item 1A in this Annual Report. However, other factors besides those referenced could adversely affect the Company’s results, and you should not consider any such list of 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 Annual Report. The Company does not undertake to update any forward-looking statements, except as required by law.

Overview

Gencor is a leading manufacturer of heavy machinery used in the production of highway construction equipment and materials and environmental control equipment. The Company’s core products include asphalt pavers, hot mix asphalt plants, combustion systems, fluid heat transfer systems and asphalt pavers. The Company’s products are manufactured at three facilities in the United States.

Because the Company’s products are sold primarily to the highway construction industry, the business is seasonal in nature. Traditionally, the Company’s customers reduce their purchases of new equipment for shipment during the summer and fall months to avoid disrupting their peak season for highway construction and related repair work. The majority of orders for the Company’s products are thus received between October and February, with a significant volume of shipments occurring in the late winter and spring. The principal factors driving demand for the Company’s products are the overall economic conditions, the level of government funding for domestic highway construction and repair, Canadian infrastructure spending, the need for spare parts, fluctuations in the price of liquid asphalt, and a trend towards larger more efficient asphalt plants.

On November 15, 2021, President Biden signed into law a five-year, $1.2 trillion infrastructure bill, the Infrastructure Investment and Jobs Act (the “IIJ Act”), including $550 billion in new spending and reauthorization of $650 billion in previously allocated funds. The IIJ Act provides $110 billion for the nation’s highways, bridges and roads. The IIJ Act is scheduled to expire on September 30, 2026.

Fluctuations in the price of carbon steel, which is a significant cost and material used in the manufacturing of the Company’s equipment, may affect the Company’s financial performance. The Company is subject to fluctuations in market prices for raw materials, such as steel. If the Company is unable to purchase materials it requires or is unable to pass on price increases to its customers or otherwise reduce its cost of goods sold, its results of operations and financial condition may be adversely affected.

The Company monitors the prices it charges for its products and services on an ongoing basis and has historically been able to adjust its prices to take into account changes in the rate of inflation.

Also, a significant increase in the price of liquid asphalt could decrease demand for hot mix asphalt paving materials and certain of the Company’s products. Increases in oil prices also drive up the cost of gasoline and diesel, which results in increased freight costs. Where possible, the Company will pass increased freight costs on to its customers. However, the Company may not be able to recapture all of the higher costs which could have a negative impact on the Company’s financial performance.

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The Company believes its strategy of continuing to invest in product engineering and development and its focus on delivering the highest quality products and superior service will strengthen the Company’s market position. The Company continues to review its internal processes to identify inefficiencies and cost-reduction opportunities. The Company will continue to scrutinize its relationships with suppliers to ensure it is achieving the highest quality materials and services at the most competitive cost.

Results of Operations

Year ended September 30, 2025 compared with the year ended September 30, 2024

Net revenue for the year ended September 30, 2025 increased 2.0% to $115,437,000 from $113,166,000 for the year ended September 30, 2024. The net revenue increase was primarily driven by increased equipment sales recognized over time and increased parts and component sales, partially offset by a decrease in equipment sales recognized at a point in time. Net revenue for the fourth quarter of fiscal 2025 decreased 10.0% to $18,831,000 compared to $20,921,000 for the quarter ended September 30, 2024.

As a percent of sales, gross profit margins decreased slightly to 27.5% in fiscal 2025 as compared to 27.7% in fiscal 2024. In the fourth quarter of fiscal 2025, gross profit margin was 24.2% as compared to 25.6% in the fourth quarter of fiscal 2024.

Product engineering and development expense in fiscal 2025 decreased $555,000 to $2,758,000 from $3,313,000 in fiscal 2024 due to reduced headcount. Selling, general and administrative (“SG&A”) expenses in fiscal 2025 increased $610,000 to $14,937,000 from $14,327,000 in fiscal 2024. The increase in SG&A expenses was primarily due to professional fees and commissions on higher net revenue.

In fiscal 2025, the Company had operating income of $14,018,000 as compared to $13,687,000 in fiscal 2024 due to increased net revenue.

For the year ended September 30, 2025, the Company had net other income of $6,181,000 compared to $7,043,000 for the year ended September 30, 2024. Interest and dividend income, net of fees, was $4,373,000 for the year ended September 30, 2025 as compared to $3,435,000 for year ended September 30, 2024. The increase was primarily due to higher interest rates earned on increased cash balances and fixed income investments. Net realized and unrealized gains on marketable securities were $1,800,000 for the year ended September 30, 2025 as compared to $3,621,000 for the year ended September 30, 2024. The decrease in net realized and unrealized gains in fiscal 2025 was primarily the result of fluctuations in the market value of fixed income securities due to interest rate changes and a shift in purchasing slightly longer duration treasuries and corporate bonds in fiscal 2025.

The effective income tax rate for fiscal 2025 was 22.5% as compared to 29.8% in fiscal 2024. The higher income tax rate in fiscal 2024 was driven by increased reserves of $1.2 million for unrecognized tax benefits.

Net income for the year ended September 30, 2025 was $15,661,000, or $1.07 per diluted and basic share, versus $14,558,000, or $0.99 per diluted and basic share, for the year ended September 30, 2024.

Liquidity and Capital Resources

The Company generates capital resources through operations and returns from its investments. We believe these sources of capital will satisfy our liquidity needs in both the short and long term.

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The Company had no long-term debt outstanding at September 30, 2025 or 2024. In April 2020, a financial institution issued an irrevocable standby letter of credit (“letter of credit”) on behalf of the Company for the benefit of one of the Company’s insurance carriers. The maximum amount that can be drawn by the beneficiary under the letter of credit is $150,000. The letter of credit expires in February 2026, unless terminated earlier, and can be extended, as provided by the agreement. The Company intends to renew the letter of credit for as long as the Company does business with the beneficiary insurance carrier. The letter is collateralized by restricted cash of the same amount on any outstanding drawings. To date, no amounts have been drawn under the letter of credit.

As of September 30, 2025, the Company had $26,587,000 in cash and cash equivalents, and $109,714,000 in marketable securities. The marketable securities are invested through a professional investment management firm. The securities may be liquidated at any time into cash and cash equivalents.

The Company’s backlog was $28.2 million at September 30, 2025 versus $72.2 million at September 30, 2024. The Company’s working capital was $197.7 million at September 30, 2025 versus $182.2 million at September 30, 2024.

Year ended September 30, 2025 compared with the year ended September 30, 2024

Cash flows provided by operations in fiscal 2025 were $3,068,000 primarily resulting from net income and reduced inventories, and partially offset by the transfer of $15,000,000 from the operating cash account to the investment portfolio in the third quarter of fiscal 2025. Contract assets increased $2,869,000 with the timing of inventory build and percentage of completion recognition on sales where revenue is recognized over time. The increase in marketable securities of $18,460,000 was due primarily to the transfer of $15,000,000 from the Company’s operating cash account to the investment portfolio during the quarter ended June 30, 2025. Inventories decreased by $10,259,000 primarily due to completion and shipment on several large contract orders where revenue is recognized at a point in time as well as increased parts sales coupled with reduced purchases as supplier lead times have come down, and increased allowances.

Cash flows provided by operations in fiscal 2024 were $9,291,000 primarily resulting from net income and reduced inventories, and partially offset by increased contract assets on contract sales where revenue is recognized over time. Contract assets increased $7,831,000 with the timing of inventory build and percentage of completion recognition on sales where revenue is recognized over time. Inventories decreased by $7,765,000 primarily due to completion and shipment on several large contract orders where revenue is recognized at a point in time as well as increased parts sales coupled with reduced purchases as supplier lead times have come down, and increased allowances.

Cash flows used in investing activities for the years ended September 30, 2025 and September 30, 2024, were $1,963,000 and $840,000, respectively, and were primarily related to the capital expenditures for building improvements and manufacturing processing equipment.

Critical Accounting Policies, Estimates and Assumptions

The Company believes the following discussion addresses its most critical accounting policies, which are those that are most important to the portrayal of the Company’s financial condition and results of operations and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Accounting policies, in addition to the critical accounting policies referenced below, are presented in Note 1 to the Consolidated Financial Statements, “Accounting Pronouncements and Policies.” There were no changes to the accounting polices during the year ended September 30, 2025.

Estimates and Assumptions

In preparing the consolidated financial statements, the Company uses certain estimates and assumptions that may affect reported amounts and disclosures. Estimates and assumptions are used, among other places, when accounting for certain revenue (e.

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