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The order of these risk factors does not reflect their relative importance or likelihood of occurrence.
−Removed: The Company faces risks related to being delinquent in its SEC reporting obligations.
−Removed: Due to the circumstances discussed in the Explanatory Note in this Annual Report, the Company’s recent SEC filings, including this Annual Report, its Quarterly Reports on Form 10-Q for the quarterly periods ended December 31, 2024 and March 31, 2025 (the “Delinquent Reports”) were delinquent.
−Removed: NYSE Regulation (“NYSE”) informed the Company that, under the rules of the NYSE American, LLC (“NYSE American”), it is subject to the procedures set forth in Section 1007 of the NYSE American Company Guide, and that the Company has an initial six-month period from the Form 10-K filing due date of December 31, 2024 to regain compliance with the NYSE American listing standards, allowing the Company to file the Delinquent Reports by June 30, 2025.
−Removed: On June 10, 2025, the Company submitted an extension request to NYSE Regulation, requesting additional time to regain compliance with the NYSE American continued listing standards.
−Removed: While the Company is filing this 2024 Annual Report within the initial six-month period granted by the initial delinquency notification, the Company requested an extension to allow it additional time to coordinate the completion of the Quarterly Reports on Form 10-Q for the quarterly periods ended December 31, 2024 and March 31, 2025.
−Removed: On June 24, 2025, the NYSE informed the Company that it accepted the extension request, allowing the Company to submit the Delinquent Reports by August 19, 2025.
−Removed: The Company faces the following risks and challenges related to being delinquent in its SEC reporting obligations, including:
−Removed: The Company may fail to file all Delinquent Reports by August 19, 2025, and there can be no assurance that the NYSE will grant an additional discretionary extension for the Company to regain compliance;
−Removed: The NYSE may commence delisting proceedings at any time if it deems that the circumstances warrant;
−Removed: The Company may fail to remediate material weaknesses in its internal control over financial reporting and other material weaknesses may be identified in the future, which could adversely affect the accuracy and timing of the Company’s financial reporting;
−Removed: Failure to timely file its SEC reports and make the Company’s current financial information available has placed, and may continue to place, downward pressure on the Company’s stock price.
−Removed: If the Company is unable to file all Delinquent Reports by August 19, 2025 and the NYSE does not grant an additional discretionary extension for the Company to regain compliance, or if the NYSE otherwise determines circumstances so warrant, our Common Stock may be subject to delisting.
−Removed: If the NYSE American delists the Company’s Common Stock from trading on its exchange, the Company could face a limited availability of market quotations for its Common Stock and reduced liquidity for its Common Stock.
The Company has identified material weaknesses in its internal control over financial reporting, which could, if not remediated, adversely affect its ability to report its financial condition and results of operations in a timely and accurate manner.
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See Item 9A – Controls and Procedures – Management’s Annual Report on Internal Control over Financial Reporting.
−Removed: As described in Item 9A—Controls and Procedures– Management’s Annual Report on Internal Control over Financial Reporting, the Company will begin the process of remediating its identified material weaknesses.
+Added: As described in Item 9A—Controls and Procedures– Management’s Annual Report on Internal Control over Financial Reporting, the Company has begun, and will continue the process of remediating its identified material weaknesses.
Management’s continuing evaluation and work to enhance the Company’s internal control over financial reporting has required and will continue to require the dedication of additional resources and management time and expense.
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The current material weaknesses or any weaknesses or deficiencies identified in the future could also hurt confidence in the Company’s business and the accuracy and completeness of the Company’s financial statements, and adversely affect the Company’s ability to do business with these groups.
−Removed: The Company can give no assurances that the remediation measures it will begin implementing, or any future measures it may take, will remediate the material weaknesses identified or that any additional material weaknesses will not arise or be identified in the future due to the Company’s failure to implement and maintain effective internal control over financial reporting.
+Added: The Company can give no assurances that the remediation measures it has implemented and will begin implementing, or any future measures it may take, will remediate the material weaknesses identified or that any additional material weaknesses will not arise or be identified in the future due to the Company’s failure to implement and maintain effective internal control over financial reporting.
In addition, even if the Company is successful in strengthening its controls and procedures, those controls and procedures may not be effective to prevent or identify irregularities or ensure the fair and accurate presentation of the Company’s financial statements included in its periodic reports filed with the SEC.
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The demand for the Company’s products is dependent on general economic conditions and more specifically, federal and state funding for highways and roads.
−Removed: Adverse economic conditions may cause customers to forego or delay new purchases and rely more on repairing existing equipment, thus negatively impacting the Company’s sales and profits.
+Added: Adverse economic and political conditions may cause customers to forego or delay new purchases and rely more on repairing existing equipment, thus negatively impacting the Company’s sales and profits.
The business is affected by the level of government funding for highway construction in the United States and Canada .
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The loss of any relationship with a large customer, or a significant downturn in the business or financial condition of any such customer, could have adverse consequences on the Company’s future business.
+Added: During the year ended September 30, 2025, no customer accounted for more than 10% of net revenue.
During the year ended September 30, 2024, one customer accounted for 11.3% of net revenue.
−Removed: During the year ended September 30, 2023, a different customer accounted for 14.8% of net revenue.
−Removed: The loss of any relationship with a large customer, or a significant reduction in sales to any such customer, could adversely affect the Company’s revenues and, consequently, its business.
+Added: The loss of a relationship with a large customer, or a significant reduction in sales to any such customer, could adversely affect the Company’s revenues and, consequently, its business.
The Company may be required to reduce its profit margins on contracts where revenues are recognized over time.
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Additionally, there can be no assurance that financing for any acquisition, if necessary, will be available on acceptable terms, if at all, or that the Company will be able to accomplish its strategic objectives in connection with any acquisition.
−Removed: The Company’s marketable securities are comprised of cash and money funds, corporate bonds, exchange-traded funds, and government securities invested through a professional investment management firm and are subject to various risks, such as interest rates, markets, and credit .
−Removed: The Company’s marketable securities are comprised of cash and money funds, corporate bonds, exchange-traded funds, and government securities invested through professional investment management firms and are subject to various risks, such as interest rate risk, market risk, and credit risk.
+Added: The Company’s marketable securities are comprised of cash and money funds, corporate bonds, exchange-traded funds, mutual funds, equities and government securities invested through a professional investment management firm and are subject to various risks, such as interest rates, markets, and credit .
+Added: The Company’s marketable securities are comprised of cash and money funds, corporate bonds, exchange-traded funds, mutual funds, equities and government securities invested through professional investment management firms and are subject to various risks, such as interest rate risk, market risk, and credit risk.
Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of securities, adverse developments with respect to interest rates, the capital markets or the credit markets could have a material adverse impact on the value of these investment securities and ultimately, the Company’s results of operations.
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The Company may be required to defend its intellectual property against infringement or against infringement claims of others .
−Removed: The Company holds numerous patents covering technology and applications related to various products, equipment and systems, and numerous trademarks and trade names registered with the U.S.
+Added: The Company holds patents covering technology and applications related to various products, equipment and systems, and trademarks and trade names registered with the U.S.
Patent and Trademark Office and in various foreign countries.
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The Company is engaged in a business that could expose it to possible liability claims for personal injury or property damage due to alleged design or manufacturing defects in its products.
−Removed: The Company believes that it meets existing professional specification standards recognized or required in the industries in which it operates, and there are no material product liability claims pending against the Company as of the date hereof.
+Added: The Company believes that it meets existing professional specification standards recognized or required in the industries in which it operates, and there are no known material product liability claims pending against the Company as of the date hereof.
Although the Company currently maintains product liability coverage, which it believes is adequate for the continued operation of its business, such insurance may prove inadequate or become difficult to obtain or unobtainable in the future on terms acceptable to the Company.
−Removed: The Company is subject to extensive environmental laws and regulations, and the costs related to compliance with, or the Company’s failure to comply with, existing or future laws and regulations, could adversely affect the business and results of operations .
−Removed: The Company’s operations are subject to federal, state, local and foreign laws and regulations relating to the protection of the environment.
−Removed: Sanctions for noncompliance may include revocation of permits, corrective action orders, significant administrative or civil penalties and criminal prosecution.
−Removed: The Company’s business involves environmental management and issues typically associated with historical manufacturing operations.
−Removed: To date, the Company’s cost of complying with environmental laws and regulations has not been material, but the fact that such laws or regulations are changed frequently makes predicting the cost or impact of such laws and regulations on the Company’s future operations uncertain.
The Company is dependent upon third-party suppliers, making it vulnerable to supply shortages and price increases.
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Compliance with more stringent laws or regulations, as well as more vigorous enforcement policies of regulatory agencies, could require substantial expenditures by the Company and could adversely affect its business, financial condition and results of operations.
−Removed: As current tariffs are implemented, or if additional or increased tariffs or other restrictions are placed on foreign imports or any related counter-measures are taken by other countries, our business, financial condition, results of operations and cash flow could be harmed.
+Added: As tariffs are implemented, or if additional or increased tariffs or other restrictions are placed on foreign imports or any related counter-measures are taken by other countries, our business, financial condition, results of operations and cash flow could be harmed.
We manufacture our equipment domestically with a fraction of our sales exported to neighboring countries.
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This could negatively affect our revenues, cash flows, and financial position.
−Removed: Increasing scrutiny and changing expectations from stakeholders with respect to the Company’s ESG practices may expose us to new or additional risks.
−Removed: The Company is committed to responsible environmental, social and governance (“ESG”) practices.
−Removed: The Company strives to be recognized as a company that achieves customer expectations safely and in a manner that rewards both its customers and its employees.
−Removed: The Company strives to achieve these goals through an organizational structure that provides excellent service and a reputation of integrity with the communities where it operates while providing its employees with growth opportunities in an injury-free environment.
−Removed: Companies are facing scrutiny from stakeholders related to their ESG practices.
−Removed: Investor advocacy groups, certain institutional investors, investment funds and other influential investors are also increasingly focused on ESG practices and in recent years have placed increasing importance on the implications and social cost of their investments.
−Removed: Regardless of the industry, investors’ and stakeholders’ increased focus related to stakeholder ESG expectations and standards, which are evolving, may cause the Company to suffer from reputational damage and its business or financial condition could be adversely affected.
The Company’s management has effective voting control .
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Competition could reduce revenue from the Company’s products and services and cause it to lose market share.
−Removed: The Company currently faces competition in product performance, price and service.
−Removed: Some of the Company’s competitors have greater financial, product development and marketing resources than the Company.
+Added: The Company faces competition in product performance, price and service.
+Added: Some of the Company’s competitors have greater financial and marketing resources than the Company.
If competition in the Company’s industry intensifies or if the current competitors enhance their products or lower their prices for competing products, the Company may lose sales or be required to lower the prices it charges for its products.
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Changes to federal, state or Canadian provincial programs;
−Removed: Recently enacted tariffs.
Period-to-period comparisons of such items should not be relied on as indications of future performance.
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Speculation in the press or analyst community of potential acquisitions by the Company;
+Added: Significant deficiencies or material weaknesses identified during the audit;
General market conditions or market conditions specific to particular industries.
Global, market and economic conditions may negatively impact our business, financial condition and share price.
−Removed: Concerns over inflation, geopolitical issues and global financial markets have led to increased economic instability and expectations of slower global economic growth.
+Added: Concerns over inflation, geopolitical issues and global financial markets have led to increased economic instability and expectations of slower economic growth.
Our business may be adversely affected by any such economic instability or unpredictability.
−Removed: Russia’s invasion of Ukraine and related sanctions has led to increased energy prices.
−Removed: Such sanctions and disruptions to the global economy may lead to additional inflation and may disrupt the global supply chain and could have a material adverse effect on our ability to secure supplies.
−Removed: The increased cost of oil, along with increased or prolonged periods of inflation, would likely increase our costs in the form of higher wages, further inflation on supplies and equipment necessary to operate our business.
+Added: Sanctions and disruptions to the global economy may lead to additional inflation and may disrupt the global supply chain and could have a material adverse effect on our ability to secure supplies.
+Added: Prolonged periods of inflation would likely increase our costs in the form of higher wages, and increased cost of supplies and equipment necessary to operate our business.
Additionally, the armed conflict involving Hamas and Israel, as well as further escalation of tensions between Israel, the U.S., and various countries in the Middle East, including hostilities involving Iran, and North Africa, may cause increased inflation in energy and logistics costs and could further cause general economic conditions in the U.S.
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The Company’s core products include asphalt plants, asphalt pavers, combustion systems, and fluid heat transfer systems.
−Removed: As reflected on the Company’s balance sheet at September 30, 2024, the Company owns a significant amount of marketable securities, which include cash, cash equivalents, government and corporate bonds, and exchange-traded funds.
+Added: As reflected on the Company’s balance sheet at September 30, 2025, the Company owns a significant amount of marketable securities, which include cash, cash equivalents, government and corporate bonds, mutual funds, equities and exchange-traded funds.
Section 3(a)(2) defines the term “investment securities”, as used in Section 3(a)(1)(C) to include all marketable securities except government securities and cash and cash equivalents.
−Removed: The value of the Company’s investment securities is significantly below 40% of the value of its total assets (excluding government securities and cash items) at September 30, 2024.
+Added: The value of the Company’s investment securities is below 40% of the value of its total assets (excluding government securities and cash items) at September 30, 2025.
If the Company was deemed to be, and was required to register as an investment company, the Company would comply with the requirements of the Investment Company Act.
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Risks generally associated with our information systems or cybersecurity attacks on our systems could adversely affect the results of our business operations.
−Removed: We have been, and expect to continue to be, subject to cybersecurity risks and incidents related to our business.
+Added: We have been, and expect to continue to be, subject to cybersecurity attacks and other cybersecurity risks related to our business.
To date, risks from cybersecurity threats have not materially affected our operations.
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Our systems and technologies, or those of third parties on which we rely, could fail or become unreliable due to equipment failures, software viruses, cyber threats, terrorist acts, natural disasters, power failures or other causes.
−Removed: Cybersecurity threats are evolving and include, but are not limited to, malicious software, cyber espionage, attempts to gain unauthorized access to our sensitive information, including that of our customers, suppliers, and subcontractors, and other electronic security breaches that could lead to disruptions in mission critical systems, unauthorized release of confidential or otherwise protected information, and corruption of data.
+Added: Cybersecurity threats are evolving and include, but are not limited to, malicious software, cyber espionage,
+Added: attempts to gain unauthorized access to our sensitive information, including that of our customers, suppliers, and subcontractors, and other electronic security breaches that could lead to disruptions in mission critical systems, unauthorized release of confidential or otherwise protected information, and corruption of data.
Although we utilize various procedures and controls to monitor and mitigate these threats, there can be no assurance that these procedures and controls will be sufficient to prevent future security threats from materializing.
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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.