GENCOR INDUSTRIES INC 10-K

ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 21 Table of Contents INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES G ENCOR I NDUSTRIES , I NC . Page Reports of Independent Registered Public Accounting Firms 23 Consolidated Balance Sheets as of September 30, 2024 and 2023 26 Consolidated Income Statements for the years ended September 30, 2024 and 2023 27 Consolidated Statements of Shareholders’ Equity for the years ended September 30, 2024 and 2023 28 Consolidated Statements of Cash Flows for the years ended September 30, 2024 and 2023 29 Notes to Consolidated Financial Statements 30 All other schedules are omitted because they are not applicable or the required information is shown in the consolidated financial statements or notes thereto. 22 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Gencor Industries, Inc. Opinions on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheet of Gencor Industries, Inc. (the “Company”) as of September 30, 2024, and the related consolidated statements of income, stockholders’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2024, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of September 30, 2024, based on the criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in 2013 and our report dated June 27, 2025 expressed an adverse opinion on the effectiveness of the Company’s internal control over financial reporting because of the existence of material weaknesses. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Allowance for Slow-Moving and Obsolete Inventories As disclosed in Note 1 to the Company’s consolidated financial statements, the Company records an estimated allowance for slow-moving and obsolete inventories to state the Company’s inventories at the lower of cost or net realizable value. The Company relies on, among other things, past usage, sales experience, recent order and quote activity, possible alternative uses, future sales forecasts, and its strategic business plan to develop the estimate. As a result of management’s assessment, the Company recorded an allowance for slow-moving and obsolete inventories of approximately $13,331,000 as of September 30, 2024. Auditing management’s estimate of the allowance for slow-moving and obsolete inventories involved subjective evaluation and a high degree of auditor judgement due to significant assumptions involved in estimating future inventory turnover and sales. The following are the primary procedures we performed to address this critical audit matter. We tested the accuracy and completeness of the underlying data used in calculating the inventory allowance, including testing of a sample of inventory usage transactions, and recomputed the allowance calculation. We also evaluated the Company’s ability to accurately estimate the assumptions used to develop the estimate by comparing historical allowance amounts to the history of actual inventory write-offs. Furthermore, we reviewed subsequent sales activity on items with partial reserves to assess the impact to the year-end allowance. Revenue from Contracts with Customers Where Revenue is Recognized Over Time As disclosed in Note 1 to the Company’s consolidated financial statements, the Company recognizes revenues from contracts with customers for the design, manufacture and sale of custom equipment which is recognized over time. Revenues and costs are recognized in proportion to actual labor costs incurred, as compared with total estimated labor costs expected to be incurred, during the entire contract. Changes to total estimated contract costs or losses, if any, are recognized in the period in which they are determined. The Company recorded approximately $45,786,000 in revenue from custom equipment sales contracts during the year ended September 30, 2024. Auditing management’s estimate of total estimated labor costs expected to be incurred for the entire contract with respect to incomplete contracts, and the percentage of completion on those contracts as of the end of the year involved subjective evaluation and a high degree of auditor judgement due to significant assumptions involved in estimating total labor costs to complete. The following are the primary procedures we performed to address this critical audit matter. We tested the accuracy and completeness of the underlying data used in calculating the percentage of completion on incomplete contracts, including review of contracts, change orders, and underlying labor and material costs, and recomputed the percentage of completion on individual contracts. We also evaluated the Company’s ability to accurately estimate the assumptions used to develop the estimate by comparing historical cost estimates to actual costs on completed contracts. Uncertain Tax Positions As disclosed in Note 6 to the Company’s consolidated financial statements, the Company utilizes a two-step approach for recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, based on the technical merits of the position. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. The Company had a total uncertain tax position liability of $1,376,000 as of September 30, 2024, which increased by $1,200,000 from the previous year. Auditing management’s estimate of uncertain tax position liability involved subjective evaluation and a high degree of auditor judgement due to significant assumptions and considerable inputs involved in estimating the uncertain tax position liability. The following are the primary procedures we performed to address this critical audit matter. We obtained an understanding and evaluated management’s process for identifying state filing requirements and evaluating uncertain tax positions. We performed a nexus analysis for each state where the Company operates, sells products, owns assets or employs personnel. We also recalculated management’s estimate and compared our own independent estimate to that recorded by management for uncertain tax positions. We have served as Gencor Industries, Inc.’s auditor since 2025. /s/ Berkowitz Pollack Brant Advisors + CPAs BERKOWITZ POLLACK BRANT ADVISORS + CPA S PCAOB ID Number: 52 West Palm Beach, Florida June 2 7 , 2025 23 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Gencor Industries, Inc.: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheet of Gencor Industries, Inc. (the “Company”) as of September 30, 2023, and the related consolidated statements of income, shareholders’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2023, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. We have served as the Company’s auditor from 2001 to 2024. /s/ MSL, P.A. MSL, P.A. Certified Public Accountants PCAOB ID Number: 569 Orlando, Florida December 13, 2023 24 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL CONTROL OVER FINANCIAL REPORTING To the Board of Directors and Stockholders of Gencor Industries, Inc. Adverse Opinion on Internal Control over Financial Reporting We have audited Gencor Industries, Inc.’s (the Company’s) internal control over financial reporting as of September 30, 2024, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, because of the effect of the material weaknesses described in the following paragraph on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of September 30, 2024, based on criteria established in Internal Control—Integrated Framework (2013) issued by COSO. A material weakness is a control deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weaknesses have been identified and included in management’s assessment: • Ineffective information technology general controls (“ITGC’s”), particularly such controls related to user access, program change management, and ineffective complementary user-organization controls, which limited management’s ability to rely on technology-dependent controls relevant to the Company’s consolidated financial statements. As a result, information technology-dependent manual and automated controls that rely on the affected ITGC’s, or information from the information technology systems with affected ITGC’s, were also ineffective. • Ineffective design, implementation, and operation of controls over key third party service provider System and Organizational Controls reports. • Ineffective controls over the period end close process, including the review and approval process of journal entries, account reconciliations, and segregation of duties. • Inadequate documentation and design of controls related to various key financial statement accounts and assertions. • Inadequate risk assessment, control activities, information and communication, and monitoring components of the Company’s internal control framework such that internal control weaknesses were not detected, communicated, addressed with mitigating control activities, or remediated on a timely basis. These material weaknesses were considered in determining the nature, timing and extent of audit tests applied in our audit of the consolidated financial statements, and this report does not affect our report dated June 27, 2025 on those consolidated financial statements. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet and the related consolidated statements of income, stockholders’ equity, and cash flows of the Company, and our report dated June 27, 2025, expressed an unqualified opinion on those consolidated financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Management Annual Report on Internal Control Over Financial Reporting”. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the consolidated financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Berkowitz Pollack Brant Advisors + CPAs BERKOWITZ POLLACK BRANT ADVISORS + CPA S PCAOB ID Number: 52 West Palm Beach, Florida June 27, 2025 25 Table of Contents Part I. Financial Information GENCOR INDUSTRIES, INC. Consolidated Balance Sheets As of September 30, 2024 and 2023 2024 2023 ASSETS Current assets: Cash and cash equivalents $ 25,482,000 $ 17,031,000 Marketable securities at fair value (cost of $ 88,777,000 at September 30, 2024 and $ 85,514,000 at September 30, 2023) 89,927,000 84,252,000 Accounts receivable, less allowance for credit losses of $ 390,000 at September 30, 2024 and $ 545,000 at September 30, 2023 1,980,000 2,467,000 Contract assets 9,339,000 1,508,000 Inventories, net 63,762,000 71,527,000 Prepaid expenses 2,352,000 2,169,000 Total current assets 192,842,000 178,954,000 Property and equipment, net 11,472,000 13,246,000 Deferred and other income taxes 3,424,000 3,343,000 Other long-term assets 383,000 381,000 Total Assets $ 208,121,000 $ 195,924,000 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Accounts payable $ 2,001,000 $ 3,269,000 Customer deposits 5,018,000 6,815,000 Accrued expenses 3,255,000 3,753,000 Current operating lease liabilities 330,000 328,000 Total current liabilities 10,604,000 14,165,000 Unrecognized tax benefits 1,376,000 176,000 Total liabilities 11,980,000 14,341,000 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; 12,338,845 shares issued and outstanding at September 30, 2024 and 2023 1,234,000 1,234,000 Class B Stock, par value $. 10 per share; 6,000,000 shares authorized; 2,318,857 shares issued and outstanding at September 30, 2024 and 2023 232,000 232,000 Capital in excess of par value 12,590,000 12,590,000 Retained earnings 182,085,000 167,527,000 Total shareholders’ equity 196,141,000 181,583,000 Total Liabilities and Shareholders’ Equity $ 208,121,000 $ 195,924,000 See accompanying Notes to Consolidated Financial Statements 26 Table of Contents GENCOR INDUSTRIES, INC. Consolidated Income Statements For the Years Ended September 30, 2024 and 2023 2024 2023 Net revenue $ 113,166,000 $ 105,075,000 Cost of goods sold 81,839,000 76,038,000 Gross profit 31,327,000 29,037,000 Operating expenses: Product engineering and development 3,313,000 3,458,000 Selling, general and administrative 14,327,000 12,154,000 Total operating expenses 17,640,000 15,612,000 Operating income 13,687,000 13,425,000 Other income (expense), net: Interest and dividend income, net of fees 3,435,000 2,108,000 Realized and unrealized gains (losses) on marketable securities, net 3,621,000 3,243,000 Other ( 13,000 ) —   7,043,000 5,351,000 Income before income tax expense 20,730,000 18,776,000 Income tax expense 6,172,000 4,110,000 Net income $ 14,558,000 $ 14,666,000 Net income per common share – basic and diluted $ 0.99 $ 1.00 See accompanying Notes to Consolidated Financial Statements 27 Table of Contents GENCOR INDUSTRIES, INC. Consolidated Statements of Shareholders’ Equity For the Years Ended September 30, 2024 and 2023 Common Stock Class B Stock Capital in Excess of Retained Total Shareholders’ Shares Amount Shares Amount Par Value Earnings Equity September 30, 2022 12,338,845 $ 1,234,000 2,318,857 $ 232,000 $ 12,590,000 $ 152,861,000 $ 166,917,000 Net income —  —  —  —  —  14,666,000 14,666,000 September 30, 2023 12,338,845 $ 1,234,000 2,318,857 $ 232,000 $ 12,590,000 $ 167,527,000 $ 181,583,000 Net income —  —  —  —  —  14,558,000 14,558,000 September 30, 2024 12,338,845 $ 1,234,000 2,318,857 $ 232,000 $ 12,590,000 $ 182,085,000 $ 196,141,000 See accompanying Notes to Consolidated Financial Statements 28 Table of Contents GENCOR INDUSTRIES, INC. Consolidated Statements of Cash Flows For the Years Ended September 30, 2024 and 2023 2024 2023 Cash flows from operating activities: Net income $ 14,558,000 $ 14,666,000 Adjustments to reconcile net income to cash flows provided by operating activities: Unrealized gain on marketable securities ( 2,412,000 ) ( 4,316,000 ) Deferred and other income taxes ( 81,000 ) ( 319,000 ) Unrecognized tax benefits 1,200,000 45,000 Depreciation and amortization 2,602,000 2,834,000 Provision for credit losses —   290,000 Loss on disposal of assets 12,000 157,000 Changes in operating assets and liabilities: Accounts receivable 487,000 239,000 Contract assets ( 7,831,000 ) 610,000 Marketable securities ( 3,263,000 ) 9,364,000 Inventories 7,765,000 ( 15,712,000 ) Prepaid expenses ( 183,000 ) 500,000 Accounts payable ( 1,268,000 ) ( 982,000 ) Customer deposits ( 1,797,000 ) 951,000 Accrued expenses and other ( 498,000 ) 1,869,000 Total adjustments ( 5,267,000 ) ( 4,470,000 ) Cash flows provided by operating activities 9,291,000 10,196,000 Cash flows used in investing activities: Capital expenditures ( 840,000 ) ( 2,746,000 ) Cash flows used in investing activities ( 840,000 ) ( 2,746,000 ) Net increase in cash and cash equivalents 8,451,000 7,450,000 Cash and cash equivalents at: Beginning of year 17,031,000 9,581,000 End of year $ 25,482,000 $ 17,031,000 Non-cash investing and financing activities: Right-of-use assets obtained in exchange for operating lease liabilities $ 361,000 $ 352,000 See accompanying Notes to Consolidated Financial Statements 29 Table of Contents GENCOR INDUSTRIES, INC. Notes to Consolidated Financial Statements For the Years Ended September 30, 2024 and 2023 NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Gencor Industries, Inc. and its subsidiaries (collectively, the “Company”) is a diversified, heavy machinery manufacturer for the production of highway construction materials and environmental control machinery and equipment. The Company’s core products include asphalt plants, combustion systems, fluid heat transfer systems and asphalt pavers. The Company’s products are manufactured at three facilities in the United States. These consolidated financial statements include the accounts of Gencor Industries, Inc. and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Accounting Pronouncements and Policies There are no accounting pronouncements recently issued or newly effective that had, or are expected to have, a material impact on the Company’s consolidated financial statements. Use of Estimates The preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Earnings per Share The consolidated financial statements include basic and diluted earnings per share (“EPS”) information. Basic EPS is based on the weighted-average number of shares outstanding. Diluted EPS is based on the sum of the weighted-average number of shares outstanding plus common stock equivalents. There were no equity compensation plans and arrangements previously approved by security holders as of September 30, 2024 and 2023 and there are no common stock equivalents as of September 30, 2024 and September 30, 2023. The following presents the calculation of the basic and diluted EPS for the years ended September 30, 2024 and 2023: 2024 2023 Net Income $ 14,558,000 $ 14,666,000 Weighted average common shares outstanding – basic and diluted 14,658,000 14,658,000 Net income per common share – basic and diluted $ 0.99 $ 1.00 Cash Equivalents Cash equivalents consist of short-term certificates of deposit and deposits in money market accounts with original maturities of three months or less. Marketable Securities and Fair Value Measurements Marketable debt and equity securities are categorized as trading securities and are thus marked to market and stated at fair value. Fair value is determined using the quoted closing or latest bid prices for Level 1 investments and market standard valuation methodologies for Level 2 investments. Realized gains and losses on investment transactions are determined by specific identification and are recognized as incurred in the consolidated income statements. Net changes in unrealized gains and losses are reported in the consolidated income statements in the current period. 30 Table of Contents Fair Value Measurements The fair value of financial instruments is presented based upon a hierarchy of levels that prioritizes the inputs of valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The fair value of exchange-traded funds, government securities, and cash and money funds, are substantially based on quoted market prices (Level 1). Corporate bonds are valued using market standard valuation methodologies, including: discounted cash flow methodologies, and matrix pricing or other similar techniques. The inputs to these market standard valuation methodologies include, but are not limited to: interest rates, credit standing of the issuer or counterparty, industry sector of the issuer, coupon rate, call provisions, maturity, estimated duration and assumptions regarding liquidity and estimated future cash flows. In addition to bond characteristics, the valuation methodologies incorporate market data, such as actual trades completed, bids and actual dealer quotes, where such information is available. Accordingly, the estimated fair values are based on available market information and judgments about financial instruments (Level 2). Fair values of the Level 2 investments are provided by the Company’s professional investment management firms. From time to time the Company may transfer cash between its marketable securities portfolio and operating cash and cash equivalents. The following table sets forth by level, within the fair value hierarchy, the Company’s assets measured at fair value as of September 30, 2024: Fair Value Measurements Level 1 Level 2 Level 3 Total Exchange-Traded Funds $ 3,686,000 $ —  $ —  $ 3,686,000 Corporate Bonds —  34,294,000 —  34,294,000 Government Securities 50,111,000 —  —  50,111,000 Cash and Money Funds 1,836,000 —  —  1,836,000 Total $ 55,633,000 $ 34,294,000 $ —  $ 89,927,000 Net unrealized gains and losses reported during fiscal 2024 on trading securities still held as of September 30, 2024, were $ 2,412,000 . There were no transfers of investments between Level 1 and Level 2 during the year ended September 30, 2024. The following table sets forth by level, within the fair value hierarchy, the Company’s assets measured at fair value as of September 30, 2023: Fair Value Measurements Level 1 Level 2 Level 3 Total Exchange-Traded Funds $ 3,327,000 $ —  $ —  $ 3,327,000 Corporate Bonds —  33,160,000 —  33,160,000 Government Securities 47,672,000 —  —  47,672,000 Cash and Money Funds 93,000 —  —  93,000 Total $ 51,092,000 $ 33,160,000 $ —  $ 84,252,000 Net unrealized gains and losses reported during fiscal 2023 on trading securities still held as of September 30, 2023, were $ 4,316,000 . There were no transfers of investments between Level 1 and Level 2 during the year ended September 30, 2023. $ 10,000,000 was transferred from the investment portfolio to cash to fund operating needs of the business during fiscal 2023. The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, customer deposits and accrued expenses approximate fair value because of the short-term nature of these items. 31 Table of Contents Foreign Currency Transactions Gains and losses resulting from foreign currency transactions are included in income and were not significant during the years ended September 30, 2024 and 2023. Risk Management Financial instruments that potentially subject the Company to concentrations of credit risk primarily consist of cash and cash equivalents, marketable securities, and accounts receivable. The Company maintains its cash accounts in various domestic financial institutions which may from time to time exceed federally insured limits. Operating cash is retained in overnight sweep accounts which allow for offsets to treasury service charges. The marketable securities include investments in cash and money funds, mutual funds, exchange traded funds (“ETF’s”), corporate bonds, government securities and equities through professional investment management firms. Investment securities are exposed to various risks, such as interest rate, market and credit risks. The Company’s customers are not concentrated in any specific geographic region, but are concentrated in the road and highway construction industry. The Company extends limited credit on parts sales to its customers based upon their credit-worthiness. Generally, the Company requires a significant up-front deposit before beginning manufacturing on complete asphalt plant and component orders, and requires full payment subject to hold-back provisions prior to shipment. The Company establishes an allowance for credit losses based upon the credit risk of specific customers, historical trends and other pertinent information. Inventories Inventories are valued at the lower of cost or net realizable value, with cost being determined under the FIFO method and net realizable value defined as the estimated selling price of goods less reasonable costs of completion and delivery. Appropriate consideration is given to obsolescence, excessive levels, physical deterioration, possible alternative uses and other factors in determining net realizable value. The cost of work in process and finished goods includes materials, direct labor, variable costs and overhead. The Company evaluates the need to record inventory adjustments on all inventories, including raw material, work in process, finished goods, spare parts and used equipment. Used equipment acquired by the Company on trade-in from customers is carried at estimated net realizable value. Unless specific circumstances warrant different treatment regarding inventory obsolescence, an allowance is established to reduce the cost basis of inventories three to four years old by 50 %, the cost basis of inventories four to five years old by 75 %, and the cost basis of inventories greater than five years old to zero . Inventory is typically reviewed for obsolescence on an annual basis computed as of September 30, the Company’s fiscal year end. If significant known changes in trends, technology or other specific circumstances that warrant consideration occur during the year, then the impact on obsolescence is considered at that time. Changes in the allowance for slow-moving and obsolete inventories are as follows: 2024 2023 Balance, beginning of year $ 9,813,000 $ 8,192,000 Charged to cost of sales 3,834,000 2,147,000 Disposal of inventory, net of recoveries ( 316,000 ) ( 526,000 ) Balance, end of year $ 13,331,000 $ 9,813,000 32 Table of Contents Property and Equipment Property and equipment are stated at cost (see Note 4). Depreciation of property and equipment is computed using the straight-line method over the estimated useful lives of the related assets, as follows: Years Land improvements 15 Buildings and improvements 6 - 40 Equipment 2 - 10 Impairments Property and equipment, and intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset (or asset group) may not be recoverable. An impairment loss would be recognized when the carrying amount of an asset exceeds the estimated undiscounted cash flows expected to result from the use of the asset and its eventual disposition. The amount of the impairment loss to be recorded is calculated by the excess of the asset’s carrying value over its fair value. Fair value is generally determined using a discounted cash flow analysis. No such impairment losses were recorded during the years ended September 30, 2024 and 2023. Revenues and Expenses The Company accounts for revenues and related expenses under the provisions of ASU No. 2014-09 – Revenue from Contracts with Customers (Topic 606) . The following table disaggregates the Company’s net revenue by major source for the years ended September 30, 2024 and 2023: 2024 2023 Equipment sales recognized over time $ 45,786,000 $ 34,150,000 Equipment sales recognized at a point in time 34,798,000 40,138,000 Parts and component sales 26,456,000 25,298,000 Freight revenue 5,172,000 4,664,000 Other 954,000 825,000 Net revenue $ 113,166,000 $ 105,075,000 Revenues from contracts with customers for the design, manufacture and sale of custom equipment are recognized over time when the performance obligation is satisfied by transferring control of the equipment. Control of the equipment transfers over time, as the equipment is unique to the specific contract and thus does not create an asset with an alternative use to the Company. Revenues and costs are recognized in proportion to actual labor costs incurred, as compared with total estimated labor costs expected to be incurred, during the entire contract. All incremental costs related to obtaining a contract are expensed as incurred, as the amortization period is less than one year. Changes to total estimated contract costs or losses, if any, are recognized in the period in which they are determined. Contract assets (excluding accounts receivable) under contracts with customers represent revenue recognized in excess of amounts billed on equipment sales recognized over time. These contract assets were $ 9,339,000 and $ 1,508,000 at September 30, 2024 and 2023, respectively, and are included in current assets on the Company’s consolidated balance sheets. The Company anticipates that all of the contract assets at September 30, 2024, will be billed and collected within one year . Revenues from all other contracts for the design and manufacture of equipment, for service and for parts sales, net of any discounts and return allowances, are recorded at a point in time when control of the goods or services has been transferred. Control of the goods or service typically transfers at time of shipment or upon completion of the service. 33 Table of Contents Payment for equipment under contract with customers is typically due prior to shipment. Payment for services under contract with customers is due as services are completed. Accounts receivable related to contracts with customers for equipment sales were $ 163,000 and $ 114,000 at September 30, 2024 and September 30, 2023, respectively. Product warranty costs are estimated using historical experience and known issues and are charged to production costs as revenue is recognized. Changes in the accrual for warranty and related costs as of September 30, 2024 and 2023 consisted of the following: 2024 2023 Balance, beginning of year $ 366,000 $ 244,000 Warranties issued 287,000 523,000 Warranties settled ( 330,000 ) ( 401,000 ) Balance, end of year $ 323,000 $ 366,000 Provisions for estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. Returns and allowances, which reduce product revenue, are estimated using historical experience. Under certain contracts with customers, recognition of a portion of the consideration received may be deferred and recorded as a contract liability if the Company has to satisfy a future obligation, such as to provide installation assistance. There were no contract liabilities other than customer deposits at September 30, 2024 and 2023. Customer deposits related to contracts with customers were $ 5,018,000 and $ 6,815,000 at September 30, 2024 and 2023, respectively, and are included in current liabilities on the Company’s consolidated balance sheets. The Company records revenues earned for shipping and handling as freight revenue at the time of shipment, regardless of whether or not it is identified as a separate performance obligation. The cost of shipping and handling is classified as production costs concurrently with the revenue recognition. All product engineering and development costs, and selling, general and administrative expenses are charged to operations as incurred. Provision is made for any anticipated contract losses in the period that the loss becomes evident. The allowance for credit losses is determined by performing a specific review of all account balances greater than 90 days past due and other higher risk amounts to determine collectability, and also adjusting for any known customer payment issues with account balances in the less-than-90-day past due aging category. Account balances are charged off against the allowance for credit losses when they are determined to be uncollectible. Any recoveries of account balances previously considered in the allowance for credit losses reduce future additions to the allowance for credit losses. The allowance for credit losses also includes an estimate for returns and allowances. Provisions for estimated returns and allowances and other adjustments, are provided for in the same period the related sales are recorded. Returns and allowances, which reduce product revenue, are estimated using known issues and historical experience. Changes in the allowance for credit losses as of September 30, 2024 and 2023 consisted of the following: 2024 2023 Balance, beginning of year $ 545,000 $ 370,000 Provision for credit losses —   290,000 Provision for estimated returns and allowances 155,000 335,000 Uncollectible accounts written off ( 20,000 ) ( 65,000 ) Returns and allowances issued ( 290,000 ) ( 385,000 ) Balance, end of year $ 390,000 $ 545,000 34 Table of Contents Income Taxes Income taxes are provided for the tax effects of transactions reported in the consolidated financial statements and primarily consist of taxes currently due, plus deferred taxes (see Note 6 – Income Taxes). The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns using current tax rates. The Company and its domestic subsidiaries file a consolidated federal income tax return. Deferred tax assets and liabilities are measured using the rates expected to apply to taxable income in the years in which the temporary differences are expected to reverse and the credits are expected to be used. The effect on deferred tax assets and liabilities of the change in tax rates is recognized in income in the period that includes the enactment date. All available evidence, both positive and negative, is considered to determine whether, based on the weight of that evidence, the Company is more likely than not to realize the benefit of a deferred tax asset and whether a valuation allowance is needed for some portion or all of a deferred tax asset. No such valuation allowances were recorded as of September 30, 2024 and 2023. The Company’s income tax provision is based on management’s estimate of the effective tax rate for the full year. The tax provision in any period will be affected by, among other things, permanent, as well as temporary differences in the deductibility of certain items, in addition to changes in tax legislation. As a result, the Company may experience significant fluctuations in the effective book tax rate (that is, its tax expense divided by pre-tax book income) from period to period. The Company’s effective tax rates for fiscal 2024 and 2023 reflect the impact of the reduced rates under the U.S. Tax Cuts and Jobs Act (the “Tax Reform Act”) which was signed into law on December 22, 2017. Comprehensive Income For the years ended September 30, 2024 and 2023, other comprehensive income is equal to net income. Reporting Segments and Geographic Areas The Company has one reporting segment, equipment for the highway construction industry. Based on evaluation of the criteria of ASC 280 – Segment Reporting, including the nature of products and services, the nature of the production processes, the type of customers and the methods used to distribute products and services, the Company determined that its operating segments meet the requirements for aggregation. The Company designs, manufactures and sells asphalt plants and pavers, combustion systems and fluid heat transfer systems, for the highway construction industry and environmental and petrochemical markets. The Company’s products are manufactured at three facilities in the United States. The Company also services and sells spare parts for its equipment. For fiscal 2024 and 2023, total revenues of $ 113,166,000 and $ 105,075,000 , and total long-term assets of $ 15,279,000 and $ 16,970,000 , respectively, were attributed to the United States. Revenues are attributed to geographic areas based on the location of the assets producing the revenues. Customers with 10% (or greater) of Net Revenues During the year ended September 30, 2024, one customer accounted for 11.3 % of net revenue. One customer accounted for 14.8 % of net revenue for the year ended September 30, 2023. Subsequent Events Management has evaluated events occurring from September 30, 2024 through the date these consolidated financial statements were filed with the Securities and Exchange Commission for proper recording and disclosure herein. Reclassifications Certain amounts in the September 30, 2023 consolidated financial statements have been reclassified to conform to the current year presentation. These reclassifications had no impact on previously reported net income for the year ended September 30, 2023. 35 Table of Contents NOTE 2 – INVENTORIES Inventories are valued at the lower of cost or net realizable value. Net inventories as of September 30, 2024 and 2023 consisted of the following: September 30, 2024 2023 Raw materials $ 32,631,000 $ 35,918,000 Work in process 18,740,000 22,923,000 Finished goods 12,391,000 12,686,000 Inventories, net $ 63,762,000 $ 71,527,000 Slow-moving and obsolete inventory reserves were $ 13,331,000 and $ 9,813,000 at September 30, 2024 and 2023, respectively. NOTE 3 – CONTRACT ASSETS Contract assets reflect costs and estimated earnings in excess of billings on uncompleted contracts and consisted of the following as of September 30, 2024 and 2023: September 30, 2024 2023 Costs incurred on uncompleted contracts $ 14,508,000 $ 18,468,000 Estimated earnings 6,977,000 7,939,000 21,485,000 26,407,000 Billings to date 12,146,000 24,899,000 Contract assets $ 9,339,000 $ 1,508,000 NOTE 4 – PROPERTY AND EQUIPMENT Property and equipment as of September 30, 2024 and 2023 consisted of the following: September 30, 2024 2023 Land and improvements $ 3,425,000 $ 3,425,000 Buildings and improvements 15,236,000 14,882,000 Equipment 26,987,000 27,249,000 45,648,000 45,556,000 Less: Accumulated depreciation and amortization ( 34,176,000 ) ( 32,310,000 ) Property and equipment, net $ 11,472,000 $ 13,246,000 Property and equipment includes approximately $ 23,365,000 and $ 22,693,000 of fully depreciated assets, which remained in service during fiscal 2024 and 2023, respectively . Also, included in property and equipment as of September 30, 2024 and 2023 is approximately $ 1,327,000 and $ 1,295,000 , respectively, of assets not yet placed in operation and, therefore, not subject to depreciation during the years ended September 30, 2024 and 2023, respectively. 3 6 Table of Contents NOTE 5 – ACCRUED EXPENSES Accrued expenses as of September 30, 2024 and 2023 consisted of the following: September 30, 2024 2023 Payroll and related accruals $ 1,776,000 $ 1,315,000 Warranty and related accruals 323,000 366,000 Property tax accruals 269,000 235,000 Income taxes payable —   1,379,000 Professional fees 790,000 169,000 Other 97,000 289,000 Accrued expenses $ 3,255,000 $ 3,753,000 NOTE 6 – INCOME TAXES The provision for income tax expense consisted of the following: Year Ended September 30, 2024 2023 Current: Federal $ 4,718,000 $ 4,151,000 State 335,000 279,000 Total current 5,053,000 4,430,000 Deferred: Federal 609,000 ( 328,000 ) State 510,000 8,000 Total deferred 1,119,000 ( 320,000 ) Income tax expense $ 6,172,000 $ 4,110,000 A reconciliation of the federal statutory tax rate to the total tax provision is as follows: Year Ended September 30, 2024 2023 Federal income taxes computed at the statutory rate 21.0 % 21.0 % State income taxes, net of federal benefit 1.2 % 1.4 % Unrecognized tax benefits 5.8 % —   Other, net 1.8 % ( 0.5 %) Effective income tax rate 29.8 % 21.9 % 37 Table of Contents Deferred income tax assets and liabilities as of September 30, 2024 and 2023 consisted of the following: September 30, 2024 2023 Deferred Tax Assets: Accrued liabilities and reserves $ 494,000 $ 352,000 Allowance for credit losses 86,000 123,000 Inventory 4,700,000 3,901,000 Unrealized loss on investments —   554,000 Net operating losses carryforwards 20,000 331,000 Gross Deferred Income Tax Assets 5,300,000 5,261,000 Deferred and Other Tax Liabilities: Unrealized gain on investments ( 233,000 ) —   Property and equipment ( 1,643,000 ) ( 1,918,000 ) Gross Deferred and Other Income Tax Liabilities ( 1,876,000 ) ( 1,918,000 ) Net Deferred and Other Income Tax Assets $ 3,424,000 $ 3,343,000 Total income taxes paid in fiscal 2024 and 2023 were $ 7,860,000 and $ 2,300,000 , respectively. GAAP prescribes a comprehensive model for the financial recognition, measurement, classification, and disclosure of uncertain tax positions. GAAP contains a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, based on the technical merits of the position. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. Significant judgment is required in evaluating the Company’s uncertain tax position and determining the Company’s provision for taxes. Although the Company believes the reserves of unrecognized tax benefits (“UTB’s”) are reasonable, no assurance can be given that the final outcome of these matters will not be different from that which is reflected in the Company’s historical income tax provision and accruals. The Company adjusts these reserves in light of changing facts and circumstances. As of September 30, 2024 and 2023, the Company had UTB’s of $ 1,376,000 and $ 176,000 , respectively. The Company accrued $ 1.2 million of UTB’s in the year ended September 30, 2024. The Company accrued $ 45,000 of UTB’s in the year ended September 30, 2023. A reconciliation of the beginning and ending amount of our unrecognized tax benefits for the year ended September 30, 2024 is as follows: 2024 Balance, beginning of year $ 176,000 Additions based on tax positions related to the current year 454,000 Additions based on tax positions of prior years 746,000 Balance, end of year $ 1,376,000 The Company recognizes interest and penalties accrued related to UTB’s as a component of income tax expense. There were no additional accruals of interest expense nor penalties of significance during fiscal years ended September 30, 2024 and 2023. It is reasonably possible that the amount of the UTB’s with respect to certain unrecognized tax positions will increase or decrease during the next 12 months. The Company does not expect the change to have a material effect on its results of operations or its financial position. The only expected potential reason for change would be the ultimate results stemming from any examinations by taxing authorities. If recognized, the entire amount of UTB’s would have an impact on the Company’s effective income tax rate. The effective income tax rate for fiscal 2024 was 29.8 % versus 21.9 % in fiscal 2023. There were no R&D Credits generated in fiscal 2024 or 2023 and there were no carryforwards of R&D Credits as of September 30, 2024 or September 30, 2023. The Company files U.S. federal income tax returns, as well as income tax returns in multiple state jurisdictions. No income tax returns are currently under examination by taxing authorities. The Company’s U.S. federal income tax returns filed for tax years prior to fiscal year ended September 30, 2021 are generally no longer subject to examination by taxing authorities due to the expiration of the statute of limitations. With a few exceptions, the Company is no longer subject to state and local income tax examinations for periods prior to fiscal 2020. 3 8 Table of Contents NOTE 7 – RETIREMENT BENEFITS The Company has a voluntary 401(k) employee benefit plan, which covers all eligible, domestic employees. The Company makes discretionary matching contributions subject to a maximum level, in accordance with the terms of the plan. The Company charged approximately $ 373,000 and $ 343,000 to expense under the provisions of the plan during the years ended September 30, 2024 and 2023, respectively. NOTE 8 – LONG-TERM DEBT AND ARRANGEMENTS WITH FINANCIAL INSTITUTIONS The Company had no long-term debt outstanding at September 30, 2024 or 2023. The Company does not currently require a credit facility. In April 2020, a financial institution issued an irrevocable standby letter of credit (“letter of credit”) on behalf of the Company for the benefit of one of the Company’s insurance carriers. The maximum amount that can be drawn by the beneficiary under the letter of credit is $ 150,000 . The letter of credit expires in February 2026 , unless terminated earlier, and can be extended, as provided by the agreement. The Company intends to renew the letter of credit for as long as the Company does business with the beneficiary insurance carrier. The letter is collateralized by restricted cash of the same amount on any outstanding drawings. To date, no amounts have been drawn under the letter of credit. NOTE 9 – LEASES The Company leases certain equipment under non-cancelable operating leases. Future minimum rental payments under these leases at September 30, 2024 are immaterial. Total rental expense for both of the fiscal years ended September 30, 2024 and 2023 was $ 47,000 . On August 28, 2020, the Company entered into a three-year operating lease for property related to the manufacturing and warehousing. The lease term was for the period beginning on September 1, 2020 through August 31, 2023 . In accordance with ASU 2016-02 – Leases (Topic 842) , the Company recorded a right-of-use (“ROU”) asset totaling $ 970,000 and related lease liabilities at inception. In March 2023, the Company extended the lease term through August 31, 2024. In accordance with ASU 2016-02, the Company recorded a ROU asset totaling $ 352,000 and related lease liabilities upon extension. In March 2024, the Company extended the lease term through August 31, 2025 . In accordance with ASU 2016-02, the Company recorded a ROU asset totaling $ 361,000 and related lease liabilities upon extension. For the year ended September 30, 2024, operating lease costs were $ 432,000 and cash payments related to these operating leases were $ 463,000 . For the year ended September 30, 2023, operating lease costs were $ 429,000 and cash payments related to these operating leases were $ 458,000 . Other information concerning the Company’s operating lease accounted for under ASC 842 guidelines as of September 30, 2024 and September 30, 2023, is as follows: September 30, 2024 September 30, 2023 Operating lease ROU asset included in other long-term assets $ 330,000 $ 328,000 Current operating lease liability $ 330,000 328,000 Weighted average remaining lease term (in years) 0.92 0.51 Weighted average discount rate used in calculating ROU asset 5.0 % 4.5 % Future annual minimum lease payments as of September 30, 2024 are as follows: Fiscal Year Annual Lease Payments 2025 $ 338,000 Less interest ( 8,000 ) Present value of lease liabilities $ 330,000 39 Table of Contents NOTE 10 – COMMITMENTS AND CONTINGENCIES Litigation The Company is involved in legal proceedings arising out of the normal course of business, none of which we believe will have a material adverse effect on our business, financial condition or results of operations. Claims made in the ordinary course of business may be covered in whole or in part by insurance. NOTE 11 – SHAREHOLDERS’ EQUITY AND STOCK-BASED COMPENSATION Shareholders’ Equity Under the Company’s Certificate of Incorporation, as amended, certain rights of the holders of the Company’s common stock are modified by shares of Class B stock for as long as such shares shall remain outstanding. During that period, holders of common stock will have the right to elect approximately 25 % of the Company’s Board of Directors , and conversely, holders of Class B stock will be entitled to elect approximately 75 % of the Company’s Board of Directors. During the period when shares of common stock and Class B stock are outstanding, certain matters submitted to a vote of shareholders will also require approval of the holders of common stock and Class B stock, each voting separately as a class. Common stock and Class B shareholders have equal rights with respect to dividends, preferences, and rights, including rights in liquidation. Stock-Based Compensation There were no equity compensation plans and arrangements previously approved by security holders as of September 30, 2024 and 2023. 40 Table of Contents ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.