What changed in this filing

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Item 9A. Controls and Procedures

2020-12-18 compared with 2019-12-11 · 34 added, 56 removed, 46 unchanged (66% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Companys Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the design and operation of the Companys disclosure controls and procedures (as defined in Rule

13a-15(e) under the Exchange Act) as of the end of the period covered by this Report.

Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that, as of the end of

the period covered by this Report, the Companys disclosure controls and procedures are effective.

Because of inherent limitations, the

Companys disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of such disclosure controls and procedures are met and no evaluation can

provide absolute assurance that all control issues and instances of fraud, if any, within the Company has been detected.

As of the end of the period

covered by this Report, the Company conducted an evaluation, under the supervision and with the participation of the Companys management, including the Companys Chief Executive Officer and Chief Financial Officer, of the effectiveness of

the design and operation of the Companys disclosure controls and procedures pursuant to Exchange Act Rules 13a-15(b).

Based on this evaluation, the Companys Chief Executive Officer and Chief

Financial Officer concluded that the Companys disclosure controls and procedures were effective as of September 30, 2019.

Annual Report on Internal Control over Financial Reporting

The management of the Company is responsible for establishing and maintaining adequate

internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) for the Company.

The Companys internal control system is designed to provide reasonable assurance to the

Companys management and Board of Directors regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

There are inherent

limitations in the effectiveness of all internal control systems no matter how well designed.

Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to the preparation and presentation of

financial statements.

The Company’s Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the design and operation of the Company’s “disclosure controls and procedures” (as defined in Rule 13a-15(e)

under the Exchange Act) as of the end of the period covered by this Annual Report.

Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that, as of the end of the period covered by this Annual Report, the Company’s disclosure controls and procedures are effective.

Because of inherent limitations, the Company’s disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of such disclosure controls and procedures are met and no evaluation can provide absolute assurance that all control issues and instances of fraud, if any, within the Company has been detected.

As of the end of the period covered by this Annual Report, the Company conducted an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rules 13a-15(b).

Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2020.

Management’s Annual Report on Internal Control over Financial Reporting

This Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.

Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management’s report in this Annual Report.

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f)

under the Exchange Act) for the Company.

The Company’s internal control system is designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

There are inherent limitations in the effectiveness of all internal control systems no matter how well designed.

Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to the preparation and presentation of financial statements.

Furthermore, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of a change in circumstances or conditions.

In order to ensure that the Companys internal control over financial reporting is effective, management regularly assesses such controls and did so most

recently as of September 30, 2019.

This assessment was based on criteria for effective internal control over financial reporting described in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations

of the Treadway Commission.

In order to ensure that the Company’s internal control over financial reporting is effective, management regularly assesses such controls and did so most recently as of September 30, 2020.

Based on this assessment, management believes the Company maintained effective internal control over financial reporting as of September 30, 2020

The effectiveness of our internal control over financial reporting as

of September 30, 2019 has been audited by Moore Stephens Lovelace, P.A., an independent registered public accounting firm, as stated in their report that is included herein.

Changes in Internal Control over Financial Reporting

Companys management, including the Chief Executive Officer and Chief Financial Officer, has reviewed the Companys internal control over financial reporting.

There were no changes in the Companys internal control over financial

reporting during the year ended September 30, 2019 that materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.

The Company’s management, including the Chief Executive Officer and Chief Financial Officer, has reviewed the Company’s internal control over financial reporting.

There were no changes in the Company’s internal control over financial reporting during the year ended September 30, 2020 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

OTHER INFORMATION

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this Item 10 is incorporated herein by reference to the Companys Definitive Proxy Statement for the 2020 Annual Meeting of

Stockholders.

The information required by this Item 10 is incorporated herein by reference to the Company’s Definitive Proxy Statement for the 2021 Annual Meeting of Stockholders.

EXECUTIVE COMPENSATION

The information required by this Item 11 is incorporated herein by reference to the Companys Definitive Proxy Statement for the 2020 Annual Meeting of

Stockholders.

The information required by this Item 11 is incorporated herein by reference to the Company’s Definitive Proxy Statement for the 2021 Annual Meeting of Stockholders.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this Item 12 is incorporated herein by reference to the Companys Definitive Proxy Statement for the

2020 Annual Meeting of Stockholders.

The information required by this Item 12 is incorporated herein by reference to the Company’s Definitive Proxy Statement for the 2021 Annual Meeting of Stockholders.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this Item 13 is incorporated herein by reference to the Companys Definitive Proxy Statement for the 2020 Annual Meeting of

Stockholders.

The information required by this Item 13 is incorporated herein by reference to the Company’s Definitive Proxy Statement for the 2021 Annual Meeting of Stockholders.

PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by this Item 14 is incorporated herein by reference to the Companys Definitive Proxy Statement for the 2020 Annual Meeting of

Stockholders.

The information required by this Item 14 is incorporated herein by reference to the Company’s Definitive Proxy Statement for the 2021 Annual Meeting of Stockholders.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

A listing of financial statements and financial statement schedules filed as part of this Report and which

financial statements and schedules are incorporated into this report by reference, is set forth in the Index to Financial Statements and Financial Statement Schedules in Item 8 hereof.

A listing of financial statements and financial statement schedules filed as part of this Annual Report and which financial statements and schedules are incorporated into this report by reference, is set forth in the “Index to Financial Statements and Financial Statement Schedules” in Item 8 hereof.

Exhibit Index

3 unchanged sentences

Certificate of Amendment, changing name of Mechtron International Corporation to Gencor Industries, Inc.

and adding a twelfth article regarding director liability limitation, incorporated by reference to the

Companys Annual Report on Form 10-K for the year ended December 31, 1987(P)

and adding a “twelfth” article regarding director liability limitation, incorporated by reference to the Company’s Annual Report on Form 10-K

for the year ended December 31,

Form of Common Stock certificate, incorporated by reference to Exhibit 4.1 to Registration No.

The Companys 2009 Incentive Compensation Plan, as incorporated by reference to the Companys 2009 Proxy Statement filed with the Securities

and Exchange Commission on Schedule 14A on January 28, 2009

Form of Agreement for Nonqualified Stock Options granted in 1986, incorporated by reference to the Annual Report on Form 10-K for the year ended December 31, 1986(P)

Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934, as amended

The Company’s 2009 Incentive Compensation Plan, as incorporated by reference to the Company’s 2009 Proxy Statement filed with the Securities and Exchange Commission on Schedule 14A on January 28, 2009

Form of Agreement for Nonqualified Stock Options granted in 1986, incorporated by reference to the Annual Report on Form 10-K

for the year ended December 31, 1986(P)

1997 Stock Option Plan incorporated by reference to Exhibit A to the Company’s Proxy Statement on 14A, filed March 3, 1997

First Amendment to the Stock Option Plan Agreement incorporated by reference to Exhibit 10.12 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006

Preferability Letter on Change in Accounting Principle

Subsidiaries of the Registrant

10 unchanged sentences

XBRL Taxonomy Extension Presentation Linkbase

FORM 10-K SUMMARY

Pursuant to the requirements of Sections 13 or 15(d) 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.

Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.

December 18, 2020

1 unchanged sentence

Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following

persons on behalf of the Registrant and in the capacities and on the dates indicated.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

The signatures of Directors constitute a majority of Directors.

2 unchanged sentences

Chief Executive Officer

Executive Officer)

(Principal Executive Officer)

December 18, 2020

1 unchanged sentence

Chief Financial Officer

Financial and Accounting Officer)

(Principal Financial and Accounting Officer)

/s/ General John G.

December 18, 2020

General John G.

December 18, 2020

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures