##### Table of Contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-Q



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|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------



FOR THE PERIOD ENDED December 31, 2005



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



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GENCOR INDUSTRIES, INC.



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|                                                              |  |                                     
|------------------------------------------------------------- |  | ------------------------------------
|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)



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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 by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). ̈Yes    x  No



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



|                              |  |                                
|----------------------------- |  | -------------------------------
|Class                         |  | Outstanding at January 31, 2006
|Common stock, $.10 par value  |  | 8,252,457 shares               
|Class B stock, $.10 par value |  | 1,642,998 shares               



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##### Table of Contents

GENCOR INDUSTRIES, INC.



Index



|           |  |                       |  |                                                                                                           |  |     
|---------- |  | --------------------- |  | --------------------------------------------------------------------------------------------------------- |  | ----
|           |  |                       |  |                                                                                                           |  | Page
|Part I.    |  | Financial Information |  |                                                                                                          
|           |  |                       | 
|           |  | Item 1.               |  | Financial Statements                                                                                      |  |     
|           |  |                       | 
|           |  |                       |  | Condensed consolidated balance sheets  December 31, 2005 (Unaudited) and September 30, 2005              |  | 3   
|           |  |                       | 
|           |  |                       |  | Unaudited condensed consolidated statements of operations - Three months ended December 31, 2005 and 2004 |  | 4   
|           |  |                       | 
|           |  |                       |  | Unaudited condensed consolidated statements of cash flows  Three months ended December 31, 2005 and 2004 |  | 5   
|           |  |                       | 
|           |  |                       |  | Notes to 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 About Market Risk                                                 |  | 11  
|           |  |                       | 
|           |  | Item 4.               |  | Controls and Procedures                                                                                   |  | 12  
|           | 
|Part II.   |  | Other Information    
|           |  |                       | 
|           |  | Item 6.               |  | Exhibits and Reports on Form 8-K                                                                          |  | 13  
|           | 
|Signatures |  | 14                   



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##### Table of Contents

Part I. Financial Information



GENCOR INDUSTRIES, INC.

Condensed Consolidated Balance Sheets

(In thousands, except per share data)



|                                                                                                                                          |  |                  |        |   |                   |   |        |  
|----------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------- | ------ | - | ----------------- | - | ------ | -
|                                                                                                                                          |  | December 31,2005 |        |   | September 30,2005 |  
|                                                                                                                                          |  | (Unaudited)      |        |   |                   |  
|ASSETS                                                                                                                                    |  |                  |        |   |                   |  
|Current assets:                                                                                                                           |  |                  |        |   |                   |   |        |  
|Cash and cash equivalents                                                                                                                 |  | $                | 5,385  |   |                   | $ | 4,206  |  
|Marketable securities at market value (Cost $31,000)                                                                                      |  |                  | 33,529 |   |                   |   | 32,787 |  
|Accounts receivable, less allowance for doubtful accounts of $1,287 ($1,159 at September 30, 2005)                                        |  |                  | 3,396  |   |                   |   | 3,760  |  
|Other receivables                                                                                                                         |  |                  | 229    |   |                   |   | 189    |  
|Inventories, net                                                                                                                          |  |                  | 20,276 |   |                   |   | 19,236 |  
|Deferred income taxes                                                                                                                     |  |                  | 1,921  |   |                   |   | 1,921  |  
|Prepaid expenses                                                                                                                          |  |                  | 1,893  |   |                   |   | 1,646  |  
|                                                                                                                                          |  |                  |        |   |                   |   |        |  
|Total current assets                                                                                                                      |  |                  | 66,629 |   |                   |   | 63,745 |  
|Property and equipment, net                                                                                                               |  |                  | 13,689 |   |                   |   | 13,754 |  
|Other assets                                                                                                                              |  |                  | 470    |   |                   |   | 511    |  
|                                                                                                                                          |  |                  |        |   |                   |   |        |  
|Total assets                                                                                                                              |  | $                | 80,788 |   |                   | $ | 78,010 |  
|                                                                                                                                          |  |                  |        |   |                   |   |        |  
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                      |  |                  |        |   |                   |   |        |  
|Current liabilities:                                                                                                                      |  |                  |        |   |                   |   |        |  
|Accounts payable                                                                                                                          |  | $                | 4,699  |   |                   | $ | 4,491  |  
|Customer deposits                                                                                                                         |  |                  | 4,705  |   |                   |   | 2,102  |  
|Income and other taxes payable                                                                                                            |  |                  | 266    |   |                   |   | 143    |  
|Accrued expenses                                                                                                                          |  |                  | 3,303  |   |                   |   | 3,625  |  
|                                                                                                                                          |  |                  |        |   |                   |   |        |  
|Total current liabilities                                                                                                                 |  |                  | 12,973 |   |                   |   | 10,361 |  
|Long-term debt                                                                                                                            |  |                  |       |   |                   |   |       |  
|Deferred income taxes                                                                                                                     |  |                  | 16,214 |   |                   |   | 16,214 |  
|                                                                                                                                          |  |                  |        |   |                   |   |        |  
|Total liabilities                                                                                                                         |  |                  | 29,187 |   |                   |   | 26,575 |  
|                                                                                                                                          |  |                  |        |   |                   |   |        |  
|Commitments and contingencies                                                                                                             |  |                  |        |   |                   |   |        |  
|                                                                                                                                          |  |                 
|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; 8,339,857 shares issued at December 31, 2005 and September 30,
2005 |  |                  | 834    |   |                   |   | 834    |  
|Class B stock, par value $.10 per share; 6,000,000 shares authorized; 1,734,998 shares issued at December 31, 2005 and September 30,
2005 |  |                  | 174    |   |                   |   | 174    |  
|Capital in excess of par value                                                                                                            |  |                  | 11,659 |   |                   |   | 11,659 |  
|Retained earnings                                                                                                                         |  |                  | 42,236 |   |                   |   | 42,054 |  
|Accumulated other comprehensive income (loss)                                                                                             |  |                  | (1,598 | ) |                   |   | (1,582 | )
|Common stock in treasury, 179,400 shares at cost                                                                                          |  |                  | (1,704 | ) |                   |   | (1,704 | )
|                                                                                                                                          |  |                  |        |   |                   |   |        |  
|Total shareholders equity                                                                                                                |  |                  | 51,601 |   |                   |   | 51,435 |  
|                                                                                                                                          |  |                  |        |   |                   |   |        |  
|                                                                                                                                          |  | $                | 80,788 |   |                   | $ | 78,010 |  
|                                                                                                                                          |  |                  |        |   |                   |   |        |  



See notes to
condensed consolidated financial statements.





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GENCOR INDUSTRIES, INC.

Unaudited Condensed Consolidated Statements of Operations

(In thousands, except per share data)



|                                             |  |                                 |        |   |      |   |       |  
|-------------------------------------------- |  | ------------------------------- | ------ | - | ---- | - | ----- | -
|                                             |  | Three Months Ended December 31, |       
|                                             |  | 2005                            |        |   | 2004 |  
|Net revenue                                  |  | $                               | 11,657 |   |      | $ | 9,107 |  
|                                             |  |                                
|Costs and expenses:                          |  |                                 |        |   |      |   |       |  
|Production costs                             |  |                                 | 8,694  |   |      |   | 6,821 |  
|Product engineering and development          |  |                                 | 526    |   |      |   | 495   |  
|Selling, general and administrative          |  |                                 | 2,880  |   |      |   | 2,168 |  
|                                             |  |                                 |        |   |      |   |       |  
|                                             |  |                                 | 12,100 |   |      |   | 9,484 |  
|                                             |  |                                 |        |   |      |   |       |  
|Operating income (loss)                      |  |                                 | (443   | ) |      |   | (377  | )
|                                             |  |                                
|Other income (expense):                      |  |                                 |        |   |      |   |       |  
|Interest income                              |  |                                 | 15     |   |      |   | 3     |  
|Interest expense                             |  |                                 | (19    | ) |      |   | (91   | )
|Increase in value of marketable securities   |  |                                 | 745    |   |      |   |      |  
|Miscellaneous                                |  |                                 | 10     |   |      |   | 3     |  
|                                             |  |                                 |        |   |      |   |       |  
|                                             |  |                                 | 751    |   |      |   | 85    |  
|                                             |  |                                 |        |   |      |   |       |  
|Income (loss) before income taxes            |  |                                 | 308    |   |      |   | (462  | )
|                                             |  |                                 |        |   |      |   |       |  
|Income taxes (benefit)                       |  |                                 | 126    |   |      |   | (118  | )
|                                             |  |                                 |        |   |      |   |       |  
|Net income (loss)                            |  | $                               | 182    |   |      | $ | (344  | )
|                                             |  |                                 |        |   |      |   |       |  
|Basic and diluted earnings per common share: |  |                                 |        |   |      |   |       |  
|Basic earnings per share                     |  | $                               | .02    |   |      | $ | (.04  | )
|                                             |  |                                 |        |   |      |   |       |  
|Diluted earnings per share                   |  | $                               | .02    |   |      | $ | (.04  | )
|                                             |  |                                 |        |   |      |   |       |  



See notes to
condensed consolidated financial statements.





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GENCOR INDUSTRIES, INC.

Unaudited Condensed Consolidated Statements of Cash Flows

In Thousands



|                                                                           |  |                                 |        |   |      |   |        |  
|-------------------------------------------------------------------------- |  | ------------------------------- | ------ | - | ---- | - | ------ | -
|                                                                           |  | Three Months Ended December 31, |       
|                                                                           |  | 2005                            |        |   | 2004 |  
|Cash flows from operations:                                                |  |                                 |        |   |      |   |        |  
|Net income (loss)                                                          |  | $                               | 182    |   |      | $ | (344   | )
|Adjustments to reconcile net income to cash provided (used) by operations: |  |                                 |        |   |      |   |        |  
|Increase in marketable securities                                          |  |                                 | (742   | ) |      |   |        |  
|Depreciation and amortization                                              |  |                                 | 337    |   |      |   | 201    |  
|Income from investees                                                      |  |                                 |       |   |      |   |       |  
|Provision for allowance for doubtful accounts                              |  |                                 | 128    |   |      |   | (36    | )
|Change in assets and liabilities - net of businesses sold:                 |  |                                 |        |   |      |   |        |  
|Accounts receivable                                                        |  |                                 | 196    |   |      |   | 247    |  
|Inventories                                                                |  |                                 | (1,040 | ) |      |   | (1,793 | )
|Prepaid expenses                                                           |  |                                 | (247   | ) |      |   | 193    |  
|Accounts payable                                                           |  |                                 | 208    |   |      |   | 419    |  
|Customer deposits                                                          |  |                                 | 2,603  |   |      |   | 1,982  |  
|Income and other taxes payable                                             |  |                                 | 123    |   |      |   | (660   | )
|Accrued expenses                                                           |  |                                 | (322   | ) |      |   | (117   | )
|                                                                           |  |                                 |        |   |      |   |        |  
|Total adjustments                                                          |  |                                 | 1,244  |   |      |   | 436    |  
|                                                                           |  |                                 |        |   |      |   |        |  
|Cash provided by operations                                                |  |                                 | 1,426  |   |      |   | 92     |  
|                                                                           |  |                                 |        |   |      |   |        |  
|Cash flows from (used for) investing activities:                           |  |                                 |        |   |      |   |        |  
|Stock options exercised                                                    |  |                                 |       |   |      |   | 48     |  
|Capital expenditures                                                       |  |                                 | (231   | ) |      |   | (649   | )
|                                                                           |  |                                 |        |   |      |   |        |  
|Cash from (used for) investing activities                                  |  |                                 | (231   | ) |      |   | (601   | )
|                                                                           |  |                                 |        |   |      |   |        |  
|Cash flows used for financing activities:                                  |  |                                 |        |   |      |   |        |  
|Repayment of debt                                                          |  |                                 |       |   |      |   |       |  
|Net Borrowings                                                             |  |                                 |       |   |      |   | 273    |  
|                                                                           |  |                                 |        |   |      |   |        |  
|Cash provided (used) for financing activities                              |  |                                 |       |   |      |   | 273    |  
|                                                                           |  |                                 |        |   |      |   |        |  
|Effect of exchange rate changes on cash                                    |  |                                 | (16    | ) |      |   | 126    |  
|                                                                           |  |                                 |        |   |      |   |        |  
|Net increase (decrease) in cash                                            |  |                                 | 1,179  |   |      |   | (110   | )
|Cash and cash equivalents at:                                              |  |                                 |        |   |      |   |        |  
|Beginning of quarter                                                       |  |                                 | 4,206  |   |      |   | 550    |  
|                                                                           |  |                                 |        |   |      |   |        |  
|End of quarter                                                             |  | $                               | 5,385  |   |      | $ | 440    |  
|                                                                           |  |                                 |        |   |      |   |        |  



See accompanying
notes to condensed consolidated financial statements.



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GENCOR INDUSTRIES, INC.

Notes to 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 months ended December 31, 2005 are not necessarily
indicative of the results that may be expected for the year ended September 30, 2006.



The balance sheet at September 30, 2005 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, 2005.



Note 2- Marketable Securities



Marketable securities are categorized as trading securities and stated at market value. Market value is determined using the quoted closing or latest bid prices. Realized
gains and losses on investment transactions are determined by specific identification and are recognized as incurred in the statement of income. Net unrealized gains and losses are reported in the statement of operations and represent the change in
the market value of investment holdings during the period. At December 31, 2005, Marketable securities consisted of $5.9 in municipal bonds and $27.6 in equity stocks.



Note 3  Inventories



The components of inventory consist of the following:



|                |  |                  |        |                   |   |       
|--------------- |  | ---------------- | ------ | ----------------- | - | ------
|                |  | December 31,2005 |        | September 30,2005
|Raw materials   |  | $                | 9,169  |                   | $ | 7,564 
|Work in process |  |                  | 2,928  |                   |   | 4,823 
|Finished goods  |  |                  | 7,170  |                   |   | 5,627 
|Used equipment  |  |                  | 1,009  |                   |   | 1,222 
|                |  |                  |        |                   |   |       
|                |  | $                | 20,276 |                   | $ | 19,236
|                |  |                  |        |                   |   |       



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Note 4  Earnings Per Share Data



The following table sets forth the computation of basic and diluted earnings per share for the periods
indicated.



|                                        |  |                                |       |      |   |       |  
|--------------------------------------- |  | ------------------------------ | ----- | ---- | - | ----- | -
|                                        |  | Three Months EndedDecember 31, |      
|                                        |  | 2005                           |       | 2004 |  
|Net income (loss)                       |  | $                              | 182   |      | $ | (344  | )
|                                        |  |                                |       |      |   |       |  
|Denominator (shares in thousands):      |  |                                |       |      |   |       |  
|Weighted average shares outstanding     |  | $                              | 9,895 |      | $ | 8,797 |  
|Effect of dilutive stock options        |  |                                | 44    |      |   |      |  
|                                        |  |                                |       |      |   |       |  
|Denominator for diluted EPS computation |  | $                              | 9,939 |      | $ | 8,797 |  
|                                        |  |                                |       |      |   |       |  
|Per common share:                       |  |                                |       |      |   |       |  
|Basic:                                  |  |                                |       |      |   |       |  
|Net income (loss)                       |  | $                              | 0.02  |      | $ | (0.04 | )
|                                        |  |                                |       |      |   |       |  
|Diluted:                                |  |                                |       |      |   |       |  
|Net income (loss)                       |  | $                              | 0.02  |      | $ | (0.04 | )
|                                        |  |                                |       |      |   |       |  



Note 5  Comprehensive Income
(Loss)



The total comprehensive income (loss) for the three-months ended
December 31, 2005 and 2004 was $166 and ($218), respectively. Total comprehensive income (loss) differs from net income (loss) due to 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. Gains and losses resulting from foreign currency transactions are included in income.



Note 6  Income From Investees and Subsequent Event



The Company owns a 45% interest in Carbontronics LLC and a 25% interest in Carbontronics
Fuels LLC and Carbontronics II, LLC. These interests were earned as part of value of risk on contracts to build four synthetic fuel production plants during 1998. The Company has no basis in these equity investments or requirement to provide future
funding. The operations of Carbontronics LLC consist of the receipt of contingent payments from the sales of the plants and the distribution thereof to its members. Carbontronics LLC has no other significant operations or assets. The operations of
Carbontronics II, LLC consist of the receipt of royalty payments from the plants and the distribution thereof to its members. Carbontronics II, LLC has no other significant operations or assets. Any income arising from these investments is dependent
upon tax credits (adjusted for operating losses at the fuel plants) being generated as a result of synthetic fuel production, which will be recorded as received. The Company received no distributions in the quarter ended December 31, 2005, nor
the quarter ended December 31, 2004. The Company did receive distributions of $44,238, $13,428 and $1,526, during the fiscal years 2005, 2003, and 2002, respectively.



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On January 19, 2006, Gencor received $10.0 million in cash distributions from these investees for the third quarter
of calendar year 2005. Net income arising from this investment is dependent upon tax credits generated as a result of synthetic fuel production, which is recorded as received. These distributions are subject to state and Federal income taxes.



Future distributions from these entities depend upon the production of these
operations continuing to qualify for tax credits under Section 29 of the Internal Revenue Code and the ability to economically produce and market synthetic fuel produced by the plants. One of the contingencies related to future benefits from
these entities is based on the average price of crude oil. Per a provision of Section 29, if the average price of crude oil reaches a certain level, the tax credits will terminate. The recent escalation in oil prices raises serious doubt on the
continued availability of tax credits under Section 29 for the future. If oil prices remain at the current levels or increase, the tax credits could phase-out or terminate. The existing tax credit legislation is scheduled to expire at the end
of calendar year 2007. Any one of the above eventualities may interrupt, reduce, or terminate further distributions.



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



Results of Operations



Net sales for the quarters ended December 31, 2005 and 2004 were $11.7 million and $9.1 million, respectively. Domestic sales during the first quarter of fiscal 2006 were $10.8 million reflecting an increase of
$2.1 million from year ago levels. Domestic sales were higher than the prior years quarter due the general improvement in the construction industry, partially due to the passage of the highway bill in the summer of 2005. Foreign sales
increased $.5 million from the prior year. The Companys revenues are concentrated in the asphalt-related business and subject to a seasonal slow-down during the third and fourth quarters of the calendar year.



Gross margins as a percent of net sales remained at 25% for both years. Higher absorption due
to higher volume in 2005 was offset by an increase in the LIFO reserve of $75.



Selling and administrative expense increased $712 due to higher wages, higher commissions based on volume, and higher legal costs for the quarter.



The Company owns a 45% interest in Carbontronics LLC and a 25% interest in Carbontronics Fuels LLC and Carbontronics II LLC. These interests were earned as part of value
of risk on contracts to build four synthetic fuel production plants during 1998. The Company has no basis in these equity investments or requirement to provide future funding. Any income arising from these investments is dependent upon tax credits
(adjusted for operating losses at the fuel plants) being generated as a result of synthetic fuel production, which will be recorded as received. The Company received no distributions in the quarter ended December 31, 2005, nor the quarter ended
December 31, 2004. The Company did receive distributions of $44,238, $13,428 and $1,526, during the fiscal years 2005, 2003, and 2002, respectively.



On January 19, 2006, Gencor received $10.0 million in cash distributions from these investees for the third quarter of calendar year 2005. Net income arising from
this investment is dependent upon tax credits generated as a result of synthetic fuel production, which is recorded as received. These distributions are subject to state and Federal income taxes.



Future distributions from these entities depend upon the production of these operations
continuing to qualify for tax credits under Section 29 of the Internal Revenue Code and the ability to economically produce and market synthetic produced by the plants. One of the contingencies related to future benefits from these entities is
based on the average price of crude oil. Per a provision of Section 29, if the average price of crude oil reaches a certain level, the tax credits will terminate. The recent escalation in oil prices raises serious doubt on the continued
availability of tax credits under Section 29 for the future. If oil prices remain at the current levels or increase, the tax credits could phase-out or terminate. The existing tax credit legislation is scheduled to expire at the end of calendar
year 2007. Any one of the above eventualities may interrupt, reduce, or terminate further distributions.



Interest expense for the first quarter of fiscal 2006 decreased by $72 from the first quarter of fiscal 2005, reflecting a decrease in debt balance. The increase in value of marketable securities is a result of net
unrealized gains during the period.



Income
tax expense increased by $.2 million from year ago levels, reflecting the increase in pre-tax income.



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Liquidity and Capital Resources



On August 1, 2003, the Company entered into a Revolving Credit and Security Agreement with PNC Bank, N.A. The Agreement established a
three year revolving $20 million credit facility. The facility provides for advances based on accounts receivable, inventory and real estate. The facility includes a $2 million limit on letters of credit. At December 31, 2005, the Company had
$.3 million of letters of credit outstanding. The interest rate at December 31, 2005, is at prime less .25% (7.00%) and subject to change based upon the Fixed Charge Coverage Ratio. The Company is required to maintain a Fixed Charge
Coverage Ratio of 1.1:1. There are no required repayments as long as there are no defaults and there is adequate eligible collateral. Substantially, all of Companys assets are pledged as security under the Agreement. The borrowings under the
previous credit agreements were paid in full with cash and proceeds from this new Revolving Credit and Security Agreement.



As of December 31, 2005, the Company had $5.4 million in cash and cash equivalents, and $33.5 million in marketable securities. The marketable securities are
invested in stocks and bonds through a professional investment advisor. Investment securities are exposed to various risks such as interest rate, market and credit. Due to the level of risk associated with certain investment securities and the level
of uncertainty related to changes in the value of securities, it is possible that changes in these risk factors could have an adverse material impact on the Companys results of operations. The securities may be liquidated at any time into cash
and cash equivalents.



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 the financial condition of the Companys customers, changes in the economic and competitive environments and demand for the Companys products.



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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 will use 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 their impact on earnings and cash flow and reduce its overall borrowing costs.



At December 31, 2005, the Company had no debt outstanding. Under the Revolving Credit and Security Agreement, substantially all of the Companys borrowings will
bear interest at variable rates based upon the prime rate.



The Companys
Marketable securities are invested in stocks and bonds through a professional investment advisor. Investment securities are exposed to various risks such as interest rate, market and credit. Due to the level of risk associated with certain
investment securities and the level of uncertainty related to changes in the value of securities, it is possible that changes in these risk factors could have an adverse material impact on the Companys results of operations or equity.



The Companys 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 divestures, all of which could be significantly influenced by changes in interest rates.



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##### Table of Contents

Item 4. Controls and Procedures



The Companys Chief Executive Officer 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 Chief Executive Officer 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.



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##### Table of Contents

Part II. Other Information



Item 6. Exhibits and Reports on Form 8-K



(a) Exhibits



|      |  |                                                                                                                                 
|----- |  | --------------------------------------------------------------------------------------------------------------------------------
|10.13 |  | Limited Liability Company Operating Agreement of Carbontronics, LLC                                                             
|      | 
|10.14 |  | Carbontronics, LLC Amendment to Operating Agreement                                                                             
|      | 
|10.15 |  | Carbontronics, LLC Second Amendment to Operating Agreement                                                                      
|      | 
|10.16 |  | Third Amendment to Limited Liability Company Operating Agreement of Carbontronics, LLC                                          
|      | 
|10.17 |  | Purchase and Sale Agreement between Carbontronics Synfuels Investors, L.P. and Carbontronics LLC                                
|      | 
|10.18 |  | Limited Liability Company Operating Agreement of Carbontronics II, LLC                                                          
|      | 
|10.19 |  | Carbontronics II, LLC Unanimous Consent of Members                                                                              
|      | 
|31.1  |  | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                             
|      | 
|31.2  |  | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                             
|      | 
|32    |  | Certifications of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



(b) Reports on Form 8-K.



January 19, 2006- Press Release announcing Cash Distributions from
Investees



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##### Table of Contents

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.
|                  |  |                        
|February 14, 2006 |  | By:                     |  | /s/ E.J. Elliott                                  
|                  |  |                         |  | E.J. Elliott, Chairman and Chief Executive
Officer
|                  |  |                        
|February 14, 2006 |  | By:                     |  | /s/ Scott W. Runkel                               
|                  |  |                         |  | Scott W. Runkel, Chief Financial
Officer          



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