##### Table of Contents

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UNITED STATESSECURITIES 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 March 31, 2003

OR

o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD Fromto

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(State or other jurisdiction ofincorporated or organization) |  | 59-0933147(I.R.S. EmployerIdentification No.) | 
| | -------------------------------------------------------------------- |  | --------------------------------------------- | 

| | 5201 North Orange Blossom Trail, Orlando, Florida(Address of principal executive offices) |  | 32810(Zip Code) | 
| | ----------------------------------------------------------------------------------------- |  | --------------- | 

(407) 290-6000(Registrants telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the
Exchange Act.)

Yes o No x





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##### Table of Contents

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

| | ClassCommon stock, $.10 par valueClass B stock, $.10 par value |  | Outstanding at May 14, 20036,884,070 shares1,798,398 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 March 31, 2003 (Unaudited) and September 30, 2002                | 4   
|         |  |                       |  |                                                                                                         |     
|         |  |                       |  | Unaudited condensed consolidated income statements Three- and Six-months ended March 31, 2003 and 2002 | 5   
|         |  |                       |  |                                                                                                         |     
|         |  |                       |  | Unaudited condensed consolidated statements of cash flows Six-months ended March 31, 2003 and 2002     | 6   
|         |  |                       |  |                                                                                                         |     
|         |  |                       |  | Notes to unaudited condensed consolidated financial statements                                          | 7   
|         |  |                       |  |                                                                                                         |     
|         |  | Item 2.               |  | Managements Discussion and Analysis of Financial Position and Results of Operations                    | 10  
|         |  |                       |  |                                                                                                         |     
|         |  | Item 3.               |  | Quantitative and Qualitative Disclosure of Market Risk                                                  | 12  
|         |  |                       |  |                                                                                                         |     
|         |  | Item 4.               |  | Controls and Procedures                                                                                 | 13  
|         |  |                       |  |                                                                                                         |     
|Part II. |  | Other Information     | 
|         |  |                       |  |                                                                                                         |     
|         |  | Item 5.               |  | Submission of Matters to a vote of Security Holders                                                     | 14  
|         |  |                       |  |                                                                                                         |     
|         |  | Item 6.               |  | Exhibits and Reports on Form 8-K                                                                        | 15  

|Signatures | 16
|---------- | --

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##### Table of Contents

Part I. Financial Information

Item 1.

Financial Statements

Condensed Consolidated Balance SheetsIn thousands, except share amounts



|                                                                                                   |  | March 312003 |        | September 302002 |  
|-------------------------------------------------------------------------------------------------- |  | ------------ | ------ | ---------------- | -
|                                                                                                   |  |              |        |                  |  
|                                                                                                   |  | (Unaudited)  |        |                  |  
|                                                                                                   |  |              |        |                  |  
|ASSETS                                                                                             |  |              |        |                  |  
|Current assets:                                                                                    |  |              |        |                  |  
|Cash and cash equivalents                                                                          |  | $            | 18,020 |                  | $
|Accounts receivable, less allowance for doubtful accounts of $1,194 ($1,234 at September 30, 2002) |  |              | 8,974  |                  |  
|Inventories                                                                                        |  |              | 17,804 |                  |  
|Prepaid expenses                                                                                   |  |              | 1,593  |                  |  
|                                                                                                   |  |              |        |                  |  
|Total current assets                                                                               |  |              | 46,391 |                  |  
|                                                                                                   |  |              |        |                  |  
|Property and equipment, net                                                                        |  |              | 15,327 |                  |  
|Goodwill, net of accumulated amortization                                                          |  |              | 364    |                  |  
|Other assets                                                                                       |  |              | 4,201  |                  |  
|                                                                                                   |  |              |        |                  |  
|Total assets                                                                                       |  | $            | 66,283 |                  | $
|                                                                                                   |  |              |        |                  |  
|                                                                                                   |  |              |        |                  |  
|LIABILITIES AND SHAREHOLDERS EQUITY                                                               |  |              |        |                  |  
|Current liabilities:                                                                               |  |              |        |                  |  
|Notes payable                                                                                      |  | $            | 196    |                  | $
|Current portion of long-term debt                                                                  |  |              | 5,243  |                  |  
|Accounts payable                                                                                   |  |              | 8,387  |                  |  
|Customer deposits                                                                                  |  |              | 3,217  |                  |  
|Income and other taxes payable                                                                     |  |              | 6,004  |                  |  
|Accrued expenses                                                                                   |  |              | 10,187 |                  |  
|                                                                                                   |  |              |        |                  |  
|Total current liabilities                                                                          |  |              | 33,234 |                  |  
|Long-term debt                                                                                     |  |              | 19,210 |                  |  
|Other liabilities                                                                                  |  |              | 3,309  |                  |  
|                                                                                                   |  |              |        |                  |  
|Total liabilities                                                                                  |  |              | 55,753 |                  |  
|                                                                                                   |  |              |        |                  |  
|Shareholders equity:                                                                              |  |              |        |                  |  
|Preferred stock, par value $.10 per share; authorized 300,000 shares; none issued                  |  |              |       |                  |  
|Common stock, par value $.10 per share; 15,000,000 shares authorized; 6,971,470 shares issued      |  |              | 697    |                  |  
|Class B stock, par value $.10 per share; 6,000,000 shares authorized: 1,890,398 shares issued      |  |              | 189    |                  |  
|Capital in excess of par value                                                                     |  |              | 11,343 |                  |  
|Retained Earnings                                                                                  |  |              | 6,130  |                  |  
|Accumulated other comprehensive loss                                                               |  |              | (6,030 | )                |  
|Subscription receivable from officer                                                               |  |              | (95    | )                |  
|Common stock in treasury, 179,400 shares at cost                                                   |  |              | (1,704 | )                |  
|                                                                                                   |  |              |        |                  |  
|                                                                                                   |  |              | 10,530 |                  |  
|                                                                                                   |  |              |        |                  |  
|Total liabilities and shareholders equity                                                         |  | $            | 66,283 |                  | $
|                                                                                                   |  |              |        |                  |  

See notes to unaudited condensed consolidated financial
statements.

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GENCOR INDUSTRIES, INC.Unaudited Condensed Consolidated Income StatementsIn thousands, except per share amounts





|                                                         |  | Three Months EndedMarch 31 |        | Six Months EndedMarch 31 |  
|-------------------------------------------------------- |  | -------------------------- | ------ | ------------------------ | -
|                                                         |  |                            |        |                          |  
|                                                         |  | 2003                       |        | 2002                     |  
|                                                         |  |                            |        |                          |  
|Net sales                                                |  | $                          | 20,916 |                          | $
|Costs and expenses:                                      |  |                            |        |                          |  
|Costs of products sold                                   |  |                            | 15,558 |                          |  
|Product engineering and development                      |  |                            | 463    |                          |  
|Selling, general and administrative                      |  |                            | 3,261  |                          |  
|Restructuring costs                                      |  |                            |       |                          |  
|                                                         |  |                            |        |                          |  
|                                                         |  |                            | 19,282 |                          |  
|                                                         |  |                            |        |                          |  
|Operating income                                         |  |                            | 1,634  |                          |  
|Other income (expense):                                  |  |                            |        |                          |  
|Interest income                                          |  |                            | 38     |                          |  
|Interest expense                                         |  |                            | (451   | )                        |  
|Income from investees                                    |  |                            | 4,409  |                          |  
|Miscellaneous                                            |  |                            | 2      |                          |  
|                                                         |  |                            |        |                          |  
|                                                         |  |                            | 3,998  |                          |  
|                                                         |  |                            |        |                          |  
|Income from continuing operations before income taxes    |  |                            | 5,632  |                          |  
|Income taxes                                             |  |                            | 1,956  |                          |  
|                                                         |  |                            |        |                          |  
|Income from continuing operations                        |  |                            | 3,676  |                          |  
|                                                         |  |                            |        |                          |  
|Discontinued operations                                  |  |                            |        |                          |  
|Income from discontinued operations, net of income taxes |  |                            |       |                          |  
|                                                         |  |                            |        |                          |  
|Net income                                               |  | $                          | 3,676  |                          | $
|                                                         |  |                            |        |                          |  
|Per common share:                                        |  |                            |        |                          |  
|Basic:                                                   |  |                            |        |                          |  
|Income from continuing operations                        |  | $                          | 0.42   |                          | $
|Discontinued operations                                  |  | $                          |       |                          | $
|                                                         |  |                            |        |                          |  
|Net income                                               |  | $                          | 0.42   |                          | $
|                                                         |  |                            |        |                          |  
|Diluted:                                                 |  |                            |        |                          |  
|Income from continuing operations                        |  | $                          | 0.42   |                          | $
|Discontinued operations                                  |  | $                          |       |                          | $
|                                                         |  |                            |        |                          |  
|Net income                                               |  | $                          | 0.42   |                          | $
|                                                         |  |                            |        |                          |  

See notes to unaudited condensed consolidated financial
statements.

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GENCOR INDUSTRIES, INC.Unaudited Condensed Consolidated Statements of Cash FlowsIn thousands



|                                                                                         |  | Six Months EndedMarch 31 |       
|---------------------------------------------------------------------------------------- |  | ------------------------ | ------
|                                                                                         |  |                          |       
|                                                                                         |  | 2003                     |       
|                                                                                         |  |                          |       
|Operating activities:                                                                    |  |                          |       
|Net income                                                                               |  | $                        | 5,247 
|Adjustments to reconcile net income to cash provided by (used for) operating activities: |  |                          |       
|Depreciation and amortization                                                            |  |                          | 475   
|Income from investees                                                                    |  |                          | (8,648
|Write-off deferred loan costs                                                            |  |                          |      
|Bad debt expense                                                                         |  |                          | 148   
|Other noncash items                                                                      |  |                          |      
|Change in assets and liabilities net of disposed business                                |  |                          |       
|Accounts receivable                                                                      |  |                          | (567  
|Inventories                                                                              |  |                          | 1,205 
|Prepaid expenses                                                                         |  |                          | 351   
|Other assets                                                                             |  |                          | 113   
|Accounts payable                                                                         |  |                          | (707  
|Customer deposits                                                                        |  |                          | 2,717 
|Income and other taxes payable                                                           |  |                          | 2,470 
|Accrued expenses and other                                                               |  |                          | 239   
|                                                                                         |  |                          |       
|Total adjustments                                                                        |  |                          | (2,204
|                                                                                         |  |                          |       
|Net cash provided by (used for) operating activities                                     |  |                          | 3,043 
|                                                                                         |  |                          |       
|Investing activities:                                                                    |  |                          |       
|Distributions from unconsolidated investees                                              |  |                          | 8,648 
|Capital expenditures                                                                     |  |                          | (63   
|                                                                                         |  |                          |       
|Net cash provided by investing activities                                                |  |                          | 8,585 
|                                                                                         |  |                          |       
|Financing activities:                                                                    |  |                          |       
|Repayment of debt                                                                        |  |                          | (5,953
|                                                                                         |  |                          |       
|Net cash used for financing activities                                                   |  |                          | (5,953
|                                                                                         |  |                          |       
|Effect of exchange rate changes on cash and cash equivalents                             |  |                          | 40    
|                                                                                         |  |                          |       
|Increase (decrease) in cash and cash equivalents                                         |  |                          | 5,715 
|Cash and cash equivalents, beginning of period                                           |  |                          | 12,305
|                                                                                         |  |                          |       
|Cash and cash equivalents, end of period                                                 |  | $                        | 18,020
|                                                                                         |  |                          |       

See notes to unaudited condensed consolidated financial
statements.

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GENCOR INDUSTRIES, INC.

Notes to Unaudited Condensed Consolidated Financial StatementsAll amounts in thousands, except per share amounts

Note 1  Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for
complete financial statements. In the opinion of management, all material adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three- and six-month
periods ended March 31, 2003 are not necessarily indicative of the results that may be expected for the year ended September 30, 2003.

The balance sheet at September 30,
2002 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

For further information, refer to the consolidated financial statements and footnotes thereto included in the Gencor Industries, Inc. Annual Report on Form 10-K for the year ended September 30,
2002.

Note 2  Inventories

The components of inventory consist of the following:



|                |  | March 312003 |        | September 302002 |  
|--------------- |  | ------------ | ------ | ---------------- | -
|                |  |              |        |                  |  
|Raw materials   |  | $            | 8,548  |                  | $
|Work in process |  |              | 3,787  |                  |  
|Finished goods  |  |              | 4,198  |                  |  
|Used equipment  |  |              | 1,271  |                  |  
|                |  |              |        |                  |  
|                |  | $            | 17,804 |                  | $
|                |  |              |        |                  |  

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Note 3  Earnings Per Share Data

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



|                                        |  | Three Months EndedMarch 31 |       | Six Months EndedMarch 31 |  
|--------------------------------------- |  | -------------------------- | ----- | ------------------------ | -
|                                        |  |                            |       |                          |  
|                                        |  | 2003                       |       | 2002                     |  
|                                        |  |                            |       |                          |  
|Income from continuing operations       |  | $                          | 3,676 |                          | $
|Income from discontinued operations     |  |                            |      |                          |  
|                                        |  |                            |       |                          |  
|Net income                              |  | $                          | 3,676 |                          | $
|                                        |  |                            |       |                          |  
|Denominator (shares in thousands):      |  |                            |       |                          |  
|Weighted average shares outstanding     |  |                            | 8,682 |                          |  
|Effect of dilutive stock options        |  |                            |      |                          |  
|                                        |  |                            |       |                          |  
|Denominator for diluted EPS computation |  |                            | 8,682 |                          |  
|                                        |  |                            |       |                          |  
|Per common share:                       |  |                            |       |                          |  
|Basic:                                  |  |                            |       |                          |  
|Continuing operations                   |  | $                          | 0.42  |                          | $
|Discontinued operations                 |  |                            |      |                          |  
|                                        |  |                            |       |                          |  
|Net income                              |  | $                          | 0.42  |                          | $
|                                        |  |                            |       |                          |  
|Diluted:                                |  |                            |       |                          |  
|Continuing operations                   |  | $                          | 0.42  |                          | $
|Discontinued operations                 |  |                            |      |                          |  
|                                        |  |                            |       |                          |  
|Net income                              |  | $                          | 0.42  |                          | $
|                                        |  |                            |       |                          |  

The weighted average diluted common shares outstanding for the first two quarters of 2003 and the
first quarter of 2002 exclude approximately 1,616,000 and 1,676,000 stock options respectively, due to their antidilutive effect.

Note 4  Comprehensive Income
(Loss)

Total comprehensive income for the three-and six-months ended March 31, 2003 was $3,579 and $5,235 respectively, which compares favorably to the total comprehensive
income for the three- and six-months ended March 31, 2002 of $1,916 and $1,374, respectively. Total comprehensive income differs from net income 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.

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Note 5  Income From Investees

During the first and second quarter of
fiscal 2003, the Company received cash distributions of $4,239 and $4,409, respectively, from its 45% interest in Carbontronics LLC and 25% interest in Carbontronics II LLC and Carbontronics Fuels 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 investments nor 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. During the first and second quarter of fiscal 2002, the Company received distributions of $465 and $1,061,
respectively.

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##### Table of Contents

Item 2.

Managements Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

Net sales for the six-months ended March 31, 2003 and 2002 were $34.2 million and $33.3 million, respectively an increase of $.9 million or 2.7%. Domestic sales for the six-month period of fiscal 2003
were $25.2 million reflecting a $3.4 million increase from year ago levels. The increase in domestic sales is primarily due to the recovery of our industry from the September 11 events. Decreased asphalt plant orders at one of the Companys
wholly owned U.K. subsidiaries partially offset the increase in domestic sales. Net sales for the second quarter of fiscal 2003 reflected a decrease of approximately $1,517 over the same period of the previous year. The foreign operations accounted
for $782 of the decline due to unfavorable market conditions in the U.K. and increased competition in the Asian market. Domestic sales for the second quarter decreased by $735 from year ago levels, due to a delay in two customer shipments.

Gross margins as a percent of net sales declined by 1.0% during the six-months ended March 31, 2003 from year ago levels. Domestic margins decreased 3.4% during the second
quarter of fiscal 2003 as compared to the same period one year ago, due to LIFO inventory valuation adjustments in fiscal 2003. Gross margins from foreign sales declined the first six-months of fiscal 2003, but were consistent with prior year for
the three months ended March 31, 2003.

Product engineering and development costs increased $34 and $23

during the three- and six-month periods ended 2003. The increase reflects the increase in domestic sales during the first six-months of fiscal 2003. There were
no significant changes in selling, general and administrative expenses during the three and six-month periods ended March 31, 2003.

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

Other Income (Expense)

Interest expense declined $240 for the six-month period of fiscal 2003 from the pervious year, reflecting the reduction in the debt balance and
lower interest rates.

Distributions from investments in Carbontronics LLC, Carbontronics II LLC, and Carbontronics Fuels LLC, were $4,239 and $4,409 in the first and second
quarters of 2003 versus $465 and $1,061 for the same periods of fiscal 2002.

Income tax expense increased by $2.9 million for the six-month period of fiscal 2003, reflecting the
increase in pre-tax income.

Liquidity and Capital Resources

On December 27, 2001, the Company and
its Senior Secured Lenders signed an Amended and Restated Senior Secured Credit Agreement, which specifies monthly principal payments of $320 beginning December 2001 and continuing through July 2002, then increasing to $400 in August 2002 and
continuing to August 2005, with the remaining balance due September 6, 2005. It is managements intention to refinance any remaining balance. The interest rate during the term of the loan is based upon the prime rate plus 2%. During fiscal
2002, the Company paid $4,000 in principal and during the first six months of fiscal 2003, paid an additional $5,703. The Amended and Restated Secured Credit Agreement includes certain other financial and restrictive covenants.

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##### Table of Contents

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

With the Amended and Restated Credit Agreement in place, the Companys
capital structure, liquidity and working capital have significantly improved. The current ratio of 1.40:1.00 and working capital of $13.2 million at March 31, 2003 compares to the current ratio of 1.63:1.00 and working capital of $17.9 million a
year earlier, which reflects the payment of $5.7 million for debt reduction.

Cash provided (used) by operations increased from ($3.5 million) during the first six months of
fiscal 2002 to $3.0 million for the same period of fiscal 2003. The $6.5 million improvement reflects favorable net cash inflows from increases in customer deposits of $2.7 million, income taxes payable of $2.5 million and, decreases in inventories
of $1.2 million. Cash used in financing activities reflected principal payments of $5,703 against the secured loan agreements, and $250 against the Industrial Revenue Bond.

Seasonality

The Company is concentrated in the asphalt-related business and is subject to a seasonal slow-down during the third and fourth quarters of the calendar
year. Traditionally, the Companys customers do not purchase new equipment for shipment during the summer and fall months to avoid disrupting their peak season for highway construction and repair work. This slow-down often results in lower
reported sales and earnings and or losses during the first and fourth quarters of the Companys fiscal year ended September 30.

Forward-Looking
Information

This Form 10-Q contains certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the
Exchange Act), which represent the Companys expectations and beliefs, including, but not limited to, statements concerning gross margins, sales of the Companys products and future financing plans. These statements by their
nature involve substantial risks and uncertainties, certain of which are beyond the Companys control. Actual results may differ materially depending on a variety of important factors, including 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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##### Table of Contents

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 March 31, 2003, the Company had approximately $25 million of debt outstanding. Under the Amended and Restated Secured Credit Agreement, substantially all of
the Companys borrowings will bear interest at variable rates based upon the prime rate plus 2%. The Company performed a sensitivity analysis assuming a hypothetical 1% adverse movement in the interest rates on the debt outstanding at the end
of March 2003. Such a movement in interest rates would cause the Company to recognize additional interest expense for the six-month period ended March 31, 2003 of approximately $139 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 4.

Submission of Matters to a Vote of Security Holders

a)

On March 7, 2003, at an Annual Meeting of Shareholders, the following was approved:

( i )

The election of a director to be voted upon by the holders of Common Stock and the election of the directors to be voted upon by the holders of Class B Stock; and

( ii )

The ratification of the selection of Moore Stephens Lovelace, P.A.,
independent certified public accountants, as auditors for the Company for the year ended September 30, 2003.

The total number of shares entitled to vote at
this meeting was 6,884,070 shares of Common Stock and 1,798,398 shares of Class B Stock, and the tabulation of proxies was as follows:

Election of Director
by holders of Common Stock:



|Name                 |  | For       |  | Againts orWithheld |  | Abstentions |  | Broken Non-Votes | 
|-------------------- |  | --------- |  | ------------------ |  | ----------- |  | ---------------- | 
|                     |  |           |  |                    |  |             |  |                  | 
|James H. Stollenwerk |  | 6,109,772 |  | 0                  |  | 0           |  | 0                | 

Election of Directors by holders of
Class B Stock:



|Name               |  | For       |  | Againts orWithheld |  | Abstentions |  | Broken Non-Votes | 
|------------------ |  | --------- |  | ------------------ |  | ----------- |  | ---------------- | 
|                   |  |           |  |                    |  |             |  |                  | 
|E. J. Elliott      |  | 1,627,358 |  | 0                  |  | 0           |  | 0                | 
|John E. Elliott    |  | 1,627,358 |  | 0                  |  | 0           |  | 0                | 
|Randolph H. Fields |  | 1,627,358 |  | 0                  |  | 0           |  | 0                | 
|Charles E. Newman  |  | 1,627,358 |  | 0                  |  | 0           |  | 0                | 

Ratification of Moore Stephens
Lovelace, P.A.:



|For       |  | Withheld |  | Againts orAbstentions |  | Broken Non-Votes | 
|--------- |  | -------- |  | --------------------- |  | ---------------- | 
|          |  |          |  |                       |  |                  | 
|7,794,448 |  | 2,664    |  | 13,095                |  | 0                | 

No other business was brought before the
Annual Meeting.

14



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##### Table of Contents

Item 6.

Exhibits and Reports on Form 8-K

(a)

Exhibits.

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

(b)

Reports on Form 8-K.

None.

15



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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.
|------------ |  | -----------------------
|May 15, 2003 |  | By:                    
|             |  |                        
|             |  |                        



|             |  |    
|------------ |  | ---
|May 15, 2003 |  | By:
|             |  |    
|             |  |    



16



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##### Table of Contents

CERTIFICATIONS

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

1.

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

2.

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

3.

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

4.

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

a)

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

b)

evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this quarterly report (the Evaluation Date); and

c)

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

5.

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

a)

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

b)

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

6.

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



|                   |  | 
|------------------ |  | 
|Date: May 15, 2003 |  | 
|                   |  | 
|                   |  | 



17



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##### Table of Contents

CERTIFICATIONS

I, Mr. Scott W. Runkel

1.

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

2.

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

3.

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

4.

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

a)

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

b)

evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the
Evaluation Date); and

c)

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

5.

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

a)

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

b)

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

6.

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



|                   |  | 
|------------------ |  | 
|Date: May 15, 2003 |  | 
|                   |  | 
|                   |  | 

18