##### 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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(Mark One)

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



FOR THE PERIOD ENDED December 31, 2004



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.

(Exact name of registrant as specified in its charter)



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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 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, 2005
|Common stock, $.10 par value  |  | 7,026,070 shares               
|Class B stock, $.10 par value |  | 1,798,398 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, 2004 (Unaudited) and September 30, 2004              |  | 3   
|           |  |                       | 
|           |  |                       |  | Unaudited condensed consolidated statement of operations - Three months ended December 31, 2004 and 2003  |  | 4   
|           |  |                       | 
|           |  |                       |  | Unaudited condensed consolidated statements of cash flows  Three months ended December 31, 2004 and 2003 |  | 5   
|           |  |                       | 
|           |  |                       |  | Notes to condensed consolidated financial statements                                                      |  | 6   
|           |  |                       | 
|           |  | Item 2.               |  | Managements Discussion and Analysis of Financial Position and Results of Operations                      |  | 8   
|           |  |                       | 
|           |  | Item 3.               |  | Quantitative and Qualitative Disclosure About Market Risk                                                 |  | 10  
|           |  |                       | 
|           |  | Item 4.               |  | Controls and Procedures                                                                                   |  | 11  
|           |  |                      
|Part II.   |  | Other Information     |  |                                                                                                          
|           |  |                       | 
|           |  | Item 6.               |  | Exhibits and Reports on Form 8-K                                                                          |  | 12  
|           | 
|Signatures |  | 13                   



2



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##### Table of Contents

Part I. Financial Information



Item 1. Financial Statements



GENCOR INDUSTRIES, INC.

Condensed Consolidated Balance Sheets

(In thousands, except per share data)



|                                                                                                                                                                             |  |                   |        |   |                    |   |        |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ------ | - | ------------------ | - | ------ | -
|                                                                                                                                                                             |  | December 31, 2004 |        |   | September 30, 2004 |  
|                                                                                                                                                                             |  |                  
|                                                                                                                                                                             |  | (Unaudited)       |        |   |                    |  
|ASSETS                                                                                                                                                                       |  |                   |        |   |                    |   |        |  
|Current assets:                                                                                                                                                              |  |                   |        |   |                    |   |        |  
|Cash and cash equivalents                                                                                                                                                    |  | $                 | 440    |   |                    | $ | 550    |  
|Accounts receivable, less allowance for doubtful accounts of $1,250 ($1,214 at September 30, 2004)                                                                           |  |                   | 2,130  |   |                    |   | 2,401  |  
|Other receivables                                                                                                                                                            |  |                   | 180    |   |                    |   | 120    |  
|Inventories, net                                                                                                                                                             |  |                   | 18,737 |   |                    |   | 16,944 |  
|Deferred income taxes                                                                                                                                                        |  |                   | 602    |   |                    |   | 602    |  
|Prepaid expenses                                                                                                                                                             |  |                   | 1,385  |   |                    |   | 1,578  |  
|                                                                                                                                                                             |  |                   |        |   |                    |   |        |  
|Total current assets                                                                                                                                                         |  |                   | 23,474 |   |                    |   | 22,195 |  
|Property and equipment, net                                                                                                                                                  |  |                   | 11,805 |   |                    |   | 11,317 |  
|Assets held for sale                                                                                                                                                         |  |                   | 5,449  |   |                    |   | 5,449  |  
|Other assets                                                                                                                                                                 |  |                   | 3,811  |   |                    |   | 3,851  |  
|                                                                                                                                                                             |  |                   |        |   |                    |   |        |  
|Total assets                                                                                                                                                                 |  | $                 | 44,539 |   |                    | $ | 42,812 |  
|                                                                                                                                                                             |  |                   |        |   |                    |   |        |  
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                                                         |  |                   |        |   |                    |   |        |  
|Current liabilities:                                                                                                                                                         |  |                   |        |   |                    |   |        |  
|Accounts payable                                                                                                                                                             |  | $                 | 3,896  |   |                    | $ | 3,477  |  
|Customer deposits                                                                                                                                                            |  |                   | 3,081  |   |                    |   | 1,099  |  
|Income and other taxes payable                                                                                                                                               |  |                   | 3,712  |   |                    |   | 4,372  |  
|Accrued expenses                                                                                                                                                             |  |                   | 9,372  |   |                    |   | 9,489  |  
|                                                                                                                                                                             |  |                   |        |   |                    |   |        |  
|Total current liabilities                                                                                                                                                    |  |                   | 20,061 |   |                    |   | 18,437 |  
|Long-term debt                                                                                                                                                               |  |                   | 5,974  |   |                    |   | 5,701  |  
|Deferred income taxes                                                                                                                                                        |  |                   | 71     |   |                    |   | 71     |  
|Other liabilities                                                                                                                                                            |  |                   | 3,309  |   |                    |   | 3,309  |  
|                                                                                                                                                                             |  |                   |        |   |                    |   |        |  
|Total liabilities                                                                                                                                                            |  |                   | 29,415 |   |                    |   | 27,518 |  
|                                                                                                                                                                             |  |                   |        |   |                    |   |        |  
|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; 7,014,070 shares and 7,093,470 shares issued at December 31, 2004 and
September 30, 2004, respectively |  |                   | 711    |   |                    |   | 709    |  
|Class B stock, par value $.10 per share; 6,000,000 shares authorized; 1,878,398 shares issued at December 31, 2004 and September 30,
2004                                    |  |                   | 188    |   |                    |   | 188    |  
|Capital in excess of par value                                                                                                                                               |  |                   | 11,513 |   |                    |   | 11,467 |  
|Retained earnings                                                                                                                                                            |  |                   | 10,403 |   |                    |   | 10,747 |  
|Accumulated other comprehensive income (loss)                                                                                                                                |  |                   | (5,892 | ) |                    |   | (6,018 | )
|Subscription receivable from officer                                                                                                                                         |  |                   | (95    | ) |                    |   | (95    | )
|Common stock in treasury, 179,400 shares at cost                                                                                                                             |  |                   | (1,704 | ) |                    |   | (1,704 | )
|                                                                                                                                                                             |  |                   |        |   |                    |   |        |  
|Total shareholders equity                                                                                                                                                   |  |                   | 15,124 |   |                    |   | 15,294 |  
|                                                                                                                                                                             |  |                   |        |   |                    |   |        |  
|                                                                                                                                                                             |  | $                 | 44,539 |   |                    | $ | 42,812 |  
|                                                                                                                                                                             |  |                   |        |   |                    |   |        |  



See notes to
condensed consolidated financial statements.



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##### Table of Contents

GENCOR INDUSTRIES, INC.

Unaudited Condensed Consolidated Statements of Operations

(In thousands, except per share data)



|                                             |  |                                 |       |   |      |   |        |  
|-------------------------------------------- |  | ------------------------------- | ----- | - | ---- | - | ------ | -
|                                             |  | Three Months Ended December 31, |      
|                                             |  | 2004                            |       |   | 2003 |  
|Net revenue                                  |  | $                               | 9,107 |   |      | $ | 11,920 |  
|                                             |  |                                
|Costs and expenses:                          |  |                                 |       |   |      |   |        |  
|Production costs                             |  |                                 | 6,821 |   |      |   | 8,507  |  
|Product engineering and development          |  |                                 | 495   |   |      |   | 491    |  
|Selling, general and administrative          |  |                                 | 2,168 |   |      |   | 2,513  |  
|                                             |  |                                 |       |   |      |   |        |  
|                                             |  |                                 | 9,484 |   |      |   | 11,511 |  
|                                             |  |                                 |       |   |      |   |        |  
|Operating income (loss)                      |  |                                 | (377  | ) |      |   | 409    |  
|                                             |  |                                
|Other income (expense):                      |  |                                 |       |   |      |   |        |  
|Interest income                              |  |                                 | 3     |   |      |   | 7      |  
|Interest expense                             |  |                                 | (91   | ) |      |   | (56    | )
|Miscellaneous                                |  |                                 | 3     |   |      |   | 85     |  
|                                             |  |                                 |       |   |      |   |        |  
|                                             |  |                                 | 85    |   |      |   | 36     |  
|                                             |  |                                 |       |   |      |   |        |  
|Income (loss) before income taxes            |  |                                 | (462  | ) |      |   | 445    |  
|                                             |  |                                 |       |   |      |   |        |  
|Income taxes (benefit)                       |  |                                 | (118  | ) |      |   | 197    |  
|                                             |  |                                 |       |   |      |   |        |  
|Net income (loss)                            |  | $                               | (344  | ) |      | $ | 248    |  
|                                             |  |                                 |       |   |      |   |        |  
|Basic and diluted earnings per common share: |  |                                 |       |   |      |   |        |  
|Basic earnings per share                     |  | $                               | (.04  | ) |      | $ | .03    |  
|                                             |  |                                 |       |   |      |   |        |  
|Diluted earnings per share                   |  | $                               | (.04  | ) |      | $ | .03    |  
|                                             |  |                                 |       |   |      |   |        |  



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 EndedDecember 31, |       
|                                                                           |  | 2004                           |        |   | 2003 |  
|Cash flows from operations:                                                |  |                                |        |   |      |   |        |  
|Net income (loss)                                                          |  | $                              | (344   | ) |      | $ | 248    |  
|Adjustments to reconcile net income to cash provided (used) by operations: |  |                                |        |   |      |   |        |  
|Depreciation and amortization                                              |  |                                | 201    |   |      |   | 235    |  
|Income from investees                                                      |  |                                |       |   |      |   |       |  
|Provision for allowance for doubtful accounts                              |  |                                | (36    | ) |      |   | 90     |  
|Change in assets and liabilities - net of businesses sold:                 |  |                                |        |   |      |   |        |  
|Accounts receivable                                                        |  |                                | 307    |   |      |   | 411    |  
|Other receivables                                                          |  |                                | (60    | ) |      |   |       |  
|Inventories                                                                |  |                                | (1,793 | ) |      |   | (2,268 | )
|Prepaid expenses                                                           |  |                                | 193    |   |      |   | 5      |  
|Other assets                                                               |  |                                |       |   |      |   | 70     |  
|Accounts payable                                                           |  |                                | 419    |   |      |   | 808    |  
|Customer deposits                                                          |  |                                | 1,982  |   |      |   | 1,714  |  
|Income and other taxes payable                                             |  |                                | (660   | ) |      |   | 114    |  
|Accrued expenses                                                           |  |                                | (117   | ) |      |   | 137    |  
|                                                                           |  |                                |        |   |      |   |        |  
|Total adjustments                                                          |  |                                | 436    |   |      |   | 1,316  |  
|                                                                           |  |                                |        |   |      |   |        |  
|Cash provided by operations                                                |  |                                | 92     |   |      |   | 1,564  |  
|                                                                           |  |                                |        |   |      |   |        |  
|Cash flows from (used for) investing activities:                           |  |                                |        |   |      |   |        |  
|Stock options exercised                                                    |  |                                | 48     |   |      |   |       |  
|Capital expenditures                                                       |  |                                | (649   | ) |      |   | (96    | )
|                                                                           |  |                                |        |   |      |   |        |  
|Cash from (used for) investing activities                                  |  |                                | (601   | ) |      |   | (96    | )
|                                                                           |  |                                |        |   |      |   |        |  
|Cash flows used for financing activities:                                  |  |                                |        |   |      |   |        |  
|Repayment of debt                                                          |  |                                |       |   |      |   | (1,836 | )
|Net Borrowings                                                             |  |                                | 273    |   |      |   |       |  
|                                                                           |  |                                |        |   |      |   |        |  
|Cash provided (used) for financing activities                              |  |                                | 273    |   |      |   | (1,836 | )
|                                                                           |  |                                |        |   |      |   |        |  
|Effect of exchange rate changes on cash                                    |  |                                | 126    |   |      |   | 12     |  
|                                                                           |  |                                |        |   |      |   |        |  
|Net increase (decrease) in cash                                            |  |                                | (110   | ) |      |   | (356   | )
|Cash and cash equivalents at:                                              |  |                                |        |   |      |   |        |  
|Beginning of quarter                                                       |  |                                | 550    |   |      |   | 734    |  
|                                                                           |  |                                |        |   |      |   |        |  
|End of quarter                                                             |  | $                              | 440    |   |      | $ | 378    |  
|                                                                           |  |                                |        |   |      |   |        |  



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, 2004 are not necessarily indicative of the results that may be expected for the year ended September 30, 2005.



The balance sheet at September 30, 2004 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, 2004.



Note 2  Inventories



The components of inventory consist of the following:



|                |  |                   |        |                    |   |       
|--------------- |  | ----------------- | ------ | ------------------ | - | ------
|                |  | December 31, 2004 |        | September 30, 2004
|                |  |                  
|Raw materials   |  | $                 | 7,737  |                    | $ | 7,294 
|Work in process |  |                   | 4,186  |                    |   | 4,574 
|Finished goods  |  |                   | 5,506  |                    |   | 4,083 
|Used equipment  |  |                   | 1,308  |                    |   | 993   
|                |  |                   |        |                    |   |       
|                |  | $                 | 18,737 |                    | $ | 16,944
|                |  |                   |        |                    |   |       



Note 3  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,
|                                        |  | 2004                           |       |   | 2003
|Net income (loss)                       |  | $                              | (344  | ) |      | $ | 248  
|                                        |  |                                |       |   |      |   |      
|Denominator (shares in thousands):      |  |                                |       |   |      |   |      
|Weighted average shares outstanding     |  | $                              | 8,797 |   |      | $ | 8,682
|Effect of dilutive stock options        |  |                                |      |   |      |   | 499  
|                                        |  |                                |       |   |      |   |      
|Denominator for diluted EPS computation |  | $                              | 8,797 |   |      | $ | 9,181
|                                        |  |                                |       |   |      |   |      
|Per common share:                       |  |                                |       |   |      |   |      
|Basic:                                  |  |                                |       |   |      |   |      
|Net income (loss)                       |  | $                              | (0.04 | ) |      | $ | 0.03 
|                                        |  |                                |       |   |      |   |      
|Diluted:                                |  |                                |       |   |      |   |      
|Net income (loss)                       |  | $                              | (0.04 | ) |      | $ | 0.03 
|                                        |  |                                |       |   |      |   |      



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Note 4  Comprehensive Income (Loss)



The total comprehensive income (loss) for the three-months ended December 31, 2004 and 2003 was ($218) and $260, 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 5  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 obtained as part of
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 fiscal 2004, nor the quarter ended December 31, 2004, and did receive
distributions of $13,428 and $1,526, during 2003 and 2002 respectively.



In
2003, the Company was notified by its investee General Partner that the income tax returns for its synthetic fuel producing partnership are being audited. As previously reported, the Limited Partners may declare a Tax Event and suspend
further distributions indefinitely. The Company was informed that the Limited Partners have declared a Tax Event and therefore future distributions had ceased.



On January 5, 2005, the Company was informed that the IRS had concluded its examination of the investees with no material adverse findings.
As a result, distributions suspended since August of 2003 resumed and on January 11, 2005, the Company received $24.1 million in cash distributions. These distributions are subject to state and Federal income taxes.



Future benefits from our synthetic fuel investments depend on whether the production from
these plants will continue to qualify for tax credits under Section 29 of the Internal Revenue Code; and the ability to economically produce and market the synthetic fuel produced by these plants; future IRS reviews, and as well the world price of
crude oil. Any one of these 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, 2004 and 2003 were $9.1 million and $11.9 million, respectively. Domestic sales during the first quarter of fiscal 2005 were $8.8 million reflecting a decrease of $2.8
million from year ago levels. Domestic sales were lower than the prior years quarter due to the timing of finalizing certain orders and delays in customers obtaining required permits. 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. Foreign sales were unchanged from the prior year.



Gross margins as a percent of net sales decreased by 3.5% during the quarter ended December 31, 2004 from year ago levels due to lower sales
volumes not fully absorbing overhead in the quarter.



Product engineering and
development costs combined with selling and administrative expenses have decreased from year ago levels. Selling and administrative expense last year includes $270 of costs related to the tender offer withdrawn in December 2003.



Other Income (Expense)



Interest expense for the first quarter of fiscal 2005 increased by $35, from the first quarter of fiscal 2004, reflecting an increase in
interest rates and an increase in debt balance.



Income tax expense decreased
by $.3 million from year ago levels, reflecting the decrease in pre-tax income.



The Company received no distributions in fiscal 2004, nor the quarter ended December 31, 2004 from its interest in Carbontronics LLC, Carbontronics Fuels LLC and Carbontronics II LLC. Distributions suspended since August 2003 resumed and on
January 11, 2005, the Company received $24.1 million in cash distributions. Future distributions from these partnerships 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.



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##### Table of Contents

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. As of December 31, 2004, the Company had $6.0 million borrowed on the facility. The facility includes a $2
million limit on letters of credit. At December 31, 2004, the Company had $.3 million of letters of credit outstanding. The interest rate at December 31, 2004, is at prime less .25% (5.00%) 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.



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 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 December 31, 2004, the Company had $6.0 million of debt outstanding. Under the Credit Agreement, the Companys borrowings will bear interest at variable rates
based upon the prime rate. The Company performed a sensitivity analysis assuming a hypothetical 1% adverse movement in the interest rates on the debt outstanding at the end of December 2004. Such a movement in interest rates would cause the Company
to recognize additional quarterly interest expense of approximately $15 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 significantly influenced by changes in interest rates and cause the results to differ significantly from those indicated by the sensitivity analysis.



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##### Table of Contents

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.



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##### Table of Contents

Part II. Other Information



Item 6. Exhibits and Reports on Form 8-K



|(a) | Exhibits
|--- | --------



|     |  |                                                                                                                                 
|---- |  | --------------------------------------------------------------------------------------------------------------------------------
|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.
|--- | --------------------



December 21, 2004 - Announcement of Fiscal 2004 Results



January 6, 2005 - Anticipation of 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 10, 2005 |  | By:                     |  | /s/ E.J. Elliott                        
|                  |  |                         |  | E.J. Elliott, Chairman and President    
|                  |  |                        
|February 10, 2005 |  | By:                     |  | /s/ Scott W. Runkel                     
|                  |  |                         |  | Scott W. Runkel, Chief Financial Officer





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