Form 8-K

8-K — GENCOR INDUSTRIES INC

Accession: 0001193125-26-271068

Filed: 2026-06-15

Period: 2026-06-12

CIK: 0000064472

SIC: 3531 (CONSTRUCTION MACHINERY & EQUIP)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — d117149d8k.htm (Primary)

EX-99.1 (d117149dex991.htm)

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8-K

8-K (Primary)

Filename: d117149d8k.htm · Sequence: 1

8-K

GENCOR INDUSTRIES INC false 0000064472 0000064472 2026-06-12 2026-06-12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report: June 12, 2026

(Date of earliest event reported)

GENCOR INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

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)

Delaware

001-11703

59-0933147

(State or other jurisdiction of

incorporated or organization)

Commission

File Number

(I.R.S. Employer

Identification No.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered or to be registered pursuant to Section 12(b) of the Act

Title of Each Class

Trading

Symbol(s)

Name of Exchange on

which registered

Common Stock ($.10 Par Value)

GENC

NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On June 12, 2026 Gencor Industries, Inc. issued a press release announcing its financial results for the second quarter of fiscal 2026. A copy of the press release is attached as Exhibit 99.1.

The information in this Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1

Earnings Release dated June 12, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

GENCOR INDUSTRIES, INC.

June 15, 2026

By:

/s/ Raymond Cole

Raymond Cole, Interim Chief Financial Officer

EX-99.1

Filename: d117149dex991.htm · Sequence: 2

EX-99.1

Exhibit 99.1

GENCOR RELEASES SECOND QUARTER FISCAL 2026 RESULTS

June 12, 2026 (PRIME NEWSWIRE) - Gencor Industries, Inc. (the “Company” or “Gencor”) (NYSE American: GENC) announced today net revenue

for the quarter ended March 31, 2026 was $33,799,000 compared with $38,204,000 net revenue for the quarter ended March 31, 2025. The decrease in net revenue was primarily due to lower contract equipment revenues recognized over time and

associated freight revenue, which resulted from the timing of orders and shipments. As a percentage of net revenue, gross profit margins increased 200 basis points to 31.7% in the quarter ended March 31, 2026, compared to 29.7% in the quarter

ended March 31, 2025.

Product engineering and development expenses decreased $52,000 to $629,000 for the quarter ended March 31, 2026, as

compared to $681,000 for the quarter ended March 31, 2025 primarily due to lower headcount. Selling, general and administrative (“SG&A”) expenses increased $1,651,000 to $5,843,000 for the quarter ended March 31, 2026,

compared to $4,192,000 for the quarter ended March 31, 2025 due to increased trade show expenses. In the quarter ended March 31, 2026 Gencor incurred trade show expenses of $3,525,000 compared with $345,000 in the quarter ended

March 31, 2025.

Operating income decreased 34.6%, or $2,244,000, from $6,480,000 for the quarter ended March 31, 2025 compared with $4,236,000

for the quarter ended March 31, 2026, due to higher trade show expenses, which increased by $3,180,000 for the quarter ended March 31, 2026, compared to the quarter ended March 31, 2025. Operating margin was 12.5% for the quarter

ended March 31, 2026 compared with 17.0% for the quarter ended March 31, 2025.

For the quarter ended March 31, 2026, the Company had net

other income of $937,000, compared to $1,756,000 for the quarter ended March 31, 2025. Interest and dividend income, net of fees, was $1,111,000 in the quarter ended March 31, 2026 as compared to $1,158,000 in the quarter ended

March 31, 2025. The net realized and unrealized losses on marketable securities were $174,000 for the quarter ended March 31, 2026, compared to net realized and unrealized gains of $598,000 for the quarter ended March 31, 2025. The

decline in net realized and unrealized gains was due to higher interest rates on longer duration bonds that caused a decline in value.

The effective

income tax rate for both the quarters ended March 31, 2026 and March 31, 2025 was 26% based on the expected annual effective income tax rate. Net income for the quarter ended March 31, 2026 decreased $2,252,000 or 37.0% to $3,843,000,

or $0.26 basic and diluted net income per common share, from $6,095,000, or $0.42 basic and diluted net income per common share, for the quarter ended March 31, 2025. The lower net income resulted primarily from the impact of higher trade show

expenses, lower net revenues and net non-operating income, partially offset by improved gross margins.

For the

six months ended March 31, 2026 the Company had net revenue of $57,376,000 and net income of $7,285,000, or $0.50 per basic and diluted common share, compared to net revenue of $69,620,000 and net income of $9,912,000 or $0.68 per basic and

diluted common share for the six months ended March 31, 2025. The decline in net income on earnings per share was largely due to the increased trade show expenses in the quarter ending March 31, 2026.

At March 31, 2026, the Company had $155.1 million of cash and cash equivalents and marketable securities compared to $136.3 million at

September 30, 2025. Net working capital was $205.2 million at March 31, 2026 compared to $197.7 million at September 30, 2025. The Company had no short-term or long-term debt outstanding at March 31, 2026.

The Company’s backlog was $60.5 million at March 31, 2026 compared to $27.8 million at March 31, 2025.

Marc Elliott, Gencor’s President and Chairman of the Board, commented, “Gencor’s second quarter revenue decline from the previous year was

due to a slow start to the season delaying asphalt plant orders typically sold earlier in the fiscal year. Despite lower revenue, gross profit margins exceeded expectations, reflecting strong manufacturing execution and effective cost management.

Our $60.5 million backlog was more than double the prior year as remaining IIJA funding obligations continued to flow to states. With this record backlog entering the third quarter, we are well-positioned for sustainable performance through the

remainder of this fiscal year and into fiscal 2027.”

Gencor Industries, Inc. is a diversified heavy machinery manufacturer for the production of highway

construction materials and equipment and environmental control machinery and equipment used in a variety of applications.

GENCOR

INDUSTRIES, INC.

Condensed Consolidated Income Statements

(Unaudited)

For the Quarters Ended

March 31,

For the Six Months Ended

March 31,

2026

2025

2026

2025

Net revenue

33,799,000

38,204,000

57,376,000

69,620,000

Cost of goods sold

23,091,000

26,851,000

39,913,000

49,599,000

Gross profit

10,708,000

11,353,000

17,463,000

20,021,000

Operating expenses:

Product engineering and development

629,000

681,000

1,387,000

1,357,000

Selling, general and administrative

5,843,000

4,192,000

8,739,000

7,560,000

Total operating expenses

6,472,000

4,873,000

10,126,000

8,917,000

Operating income

4,236,000

6,480,000

7,337,000

11,104,000

Other income (expense), net:

Interest and dividend income, net of fees

1,111,000

1,158,000

2,288,000

2,147,000

Net realized and unrealized gains (losses) on marketable securities

(174,000

)

598,000

199,000

143,000

Total other income, net

937,000

1,756,000

2,487,000

2,290,000

Income before income tax expense

5,173,000

8,236,000

9,824,000

13,394,000

Income tax expense

1,330,000

2,141,000

2,539,000

3,482,000

Net income

3,843,000

6,095,000

7,285,000

9,912,000

Net income per common share – basic and diluted

0.26

0.42

0.50

0.68

GENCOR INDUSTRIES, INC.

Condensed Consolidated Balance Sheets

March 31,

2026

(Unaudited)

September 30,

2025

ASSETS

Current assets:

Cash and cash equivalents

43,464,000

26,587,000

Marketable securities at fair value (cost of $109,533,000 at March 31, 2026 and $107,237,000

at September 30, 2025)

111,670,000

109,714,000

Accounts receivable, less allowance for credit losses of $529,000 at March 31, 2026 and

$434,000 at September 30, 2025

3,932,000

3,130,000

Contract assets

7,552,000

12,208,000

Inventories, net

51,071,000

53,503,000

Prepaid expenses and other current assets

3,167,000

1,399,000

Total current assets

220,856,000

206,541,000

Property and equipment, net

11,154,000

11,079,000

Deferred income taxes

4,843,000

4,584,000

Other long-term assets

209,000

392,000

Total Assets

237,062,000

222,596,000

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities:

Accounts payable

4,834,000

1,842,000

Customer deposits

7,105,000

3,889,000

Contract liabilities

1,233,000

—

Accrued expenses

2,282,000

2,741,000

Current operating lease liabilities

156,000

339,000

Total current liabilities

15,610,000

8,811,000

Unrecognized tax benefits

2,365,000

1,983,000

Total liabilities

17,975,000

10,794,000

Commitments and contingencies

Shareholders’ equity:

Preferred stock, par value $.10 per share; 300,000 shares authorized;

none issued

—

Common stock, par value $.10 per share; 15,000,000 shares authorized;

12,339,000 shares issued

and outstanding at March 31, 2026 and September 30, 2025

1,234,000

Class B Stock, par value $.10 per share; 6,000,000 shares authorized;

2,319,000 shares

issued and outstanding at March 31, 2026 and September 30, 2025

232,000

Capital in excess of par value

12,590,000

Retained earnings

205,031,000

197,746,000

Total shareholders’ equity

219,087,000

211,802,000

Total Liabilities and Shareholders’ Equity

237,062,000

222,596,000

Caution Concerning Forward Looking Statements - This press release and our other communications and

statements may contain certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), including statements about the Company’s beliefs, plans, objectives, goals, expectations, estimates, projections and intentions. These statements are subject to significant risks and uncertainties and are subject to change based

on various factors, many of which are beyond the Company’s control. The Company’s actual results may differ materially from those set forth in the Company’s forward-looking statements 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. In addition, the impact of (i) the United States (“U.S.”)

government’s tariff announcements, (ii) the ongoing conflicts and/or tensions involving Russia, Ukraine, Israel, Iran, the U.S., and various other countries, and (iii) any actions taken by the U.S. or other countries in response to

such tariff announcements, conflicts and/or tensions, could result in a disruption in our supply chain and higher costs of our products. The words “may,” “could,” “should,” “would,”

“believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” “target,” “goal,” and similar expressions are intended to identify forward-looking

statements.

For information concerning these factors and related matters, see the following sections of the Company’s Annual Report on

Form 10-K for the year ended September 30, 2025: (a) Part I, Item 1A, “Risk Factors” and (b) Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and

Results of Operations”. However, other factors besides those referenced could adversely affect the Company’s results, and you should not consider any such list of factors to be a complete set of all potential risks or uncertainties. Any

forward-looking statements made by the Company herein speak as of the date of this press release. The Company does not undertake to update any forward-looking statements, except as required by law.

Unless the context otherwise indicates, all references in this press release to the “Company,” “Gencor,” “we,”

“us,” or “our,” or similar words are to Gencor Industries, Inc. and its subsidiaries.

Contact: Raymond Cole, Interim

Chief Financial Officer

407-290-6000

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