What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-12-09 compared with 2025-06-27 · 177 added, 146 removed, 421 unchanged (43% of the section changed)

1 unchanged sentence

INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES

Reports of Independent Registered Public Accounting Firms

Reports of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of September 30, 2025 and 2024

4 unchanged sentences

All other schedules are omitted because they are not applicable or the required information is shown in the consolidated financial statements or notes thereto.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

REPORT OF INDEPENDENT REGISTERED PUBLIC

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.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Gencor Industries, Inc.

(the “Company”) as of September 30, 2025 and 2024, and the related consolidated statements of income, stockholders’ equity, and cash flows for each of the two years in the period ended September 30, 2025, 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, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended September 30, 2025, 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, 2025, based on the criteria established in Internal

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.

Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in 2013 and our report dated December 9, 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.

Our responsibility is to express

an opinion on the Company’s consolidated financial statements based on our audits.

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.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audits 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.

Our audits 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 audits provide 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.

The critical audit matters communicated below are matters arising from the current period audit of the consolidated 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 consolidated 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 consolidated 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.

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.

4 unchanged sentences

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.

Furthermore, we reviewed subsequent sales activity on items with partial reserves to assess the impact on the year-end allowance.

Revenue from Contracts with Customers Where Revenue is Recognized Over Time

3 unchanged sentences

The Company recorded approximately $50,980,000 in revenue from custom equipment sales contracts during the year ended September 30, 2025.

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.

1 unchanged sentence

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

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.

Berkowitz Pollack Brant Advisors + CPAs

/s/ Berkowitz Pollack Brant Advisors + CPAs

BERKOWITZ POLLACK BRANT ADVISORS + CPA S

2 unchanged sentences

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.

Certified Public Accountants

PCAOB ID Number:

Orlando, Florida

December 13, 2023

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

ON INTERNAL CONTROL OVER FINANCIAL REPORTING

ON INTERNAL CONTROL OVER FINANCIAL

To the Board of Directors and Stockholders of

3 unchanged sentences

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)

In our opinion, because of the effects 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, 2025 , based on criteria established in Internal Control—Integrated Framework (2013)

issued by COSO.

2 unchanged sentences

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.

As a result, information technology-dependent manual and automated controls that rely on the affected ITGC’s including controls related to the period end close process, the review and approval process of journal entries, account reconciliations, and segregation of duties, were also ineffective.

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”.

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 December 9, 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 sheets as of September 30, 2025 and 2024, and the related consolidated statements of income, stockholders’ equity, and cash flows of the Company for each of the two years in the period ended September 30, 2025, and our report dated December 9, 2025, expressed an unqualified opinion on those consolidated financial statements.

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.

3 unchanged sentences

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.

1 unchanged sentence

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 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;

7 unchanged sentences

West Palm Beach, Florida

June 27, 2025

December 9, 2025

Financial Information

4 unchanged sentences

Cash and cash equivalents

Marketable securities

at fair value (cost of $ 88,777,000 at September 30, 2024 and $ 85,514,000 at September 30, 2023)

Marketable securities at fair value (cost of $ 107,237,000 at September 30, 2025 and $ 88,777,000 at September 30, 2024)

Accounts receivable, less allowance for credit losses of $ 434,000 at September 30, 2025 and $ 390,000 at September 30, 2024

4 unchanged sentences

Property and equipment, net

Deferred and other income taxes

Deferred income taxes

Other long-term assets

10 unchanged sentences

Shareholders’ equity:

Preferred stock, par value $.

10 per share;

Preferred stock, par value $ .10 per share;

300,000 shares authorized;

Common stock, par value $.

10 per share;

Common stock, par value $ .10 per share;

15,000,000 shares authorized;

12,338,845 shares issued and outstanding at September 30, 2025 and 2024

Class B Stock, par value $.

10 per share;

Class B Common Stock, par value $ .10 per share;

6,000,000 shares authorized;

16 unchanged sentences

Interest and dividend income, net of fees

Realized and unrealized

gains (losses) on marketable securities, net

Realized and unrealized gains (losses) on marketable securities, net

Income before income tax expense

5 unchanged sentences

For the Years Ended September 30, 2025 and 2024

Class B Stock

Class B Common Stock

Shareholders’

1 unchanged sentence

September 30, 2024

September 30, 2025

See accompanying Notes to Consolidated Financial Statements

3 unchanged sentences

Cash flows from operating activities:

Adjustments to reconcile net income to cash flows provided by operating activities:

Adjustments to reconcile net income to net cash provided by operating activities:

Unrealized gain on marketable securities

Deferred and other income taxes

Deferred income taxes

Unrecognized tax benefits

11 unchanged sentences

Total adjustments

provided by operating activities

Net cash provided by operating activities

Cash flows used in investing activities:

Capital expenditures

Cash flows used in investing activities

Cash used in investing activities

Net increase in cash and cash equivalents

16 unchanged sentences

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.

Recent Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07,

Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures

(“ASU 2023-07”)

, to enhance disclosures about significant segment expenses for public entities reporting segment information under Accounting Standards Codification (“ASC”), Segment Reporting (Topic 280)

(“ASC Topic 280”).

The amendments require public entities to disclose significant expense categories for each reportable segment, other segment items, the title and position of the chief operating decision-maker, and interim disclosures of certain segment-related information previously required only on an annual basis.

The amendments clarify that entities reporting single segments must disclose both the new and existing segment disclosures under ASC Topic 280, and a public entity is permitted to disclose multiple measures of segment profit or loss if certain criteria are met.

is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The Company adopted ASU 2023-07

during the year ended September 30, 2025.

The adoption of this standard impacted footnote disclosures but did not have a material impact on the Company’s consolidated financial statements.

Refer to Notes 1 and 12 to the consolidated financial statements for required disclosures.

In December 2023, the FASB issued ASU 2023-09,

Income Taxes (Topic 740):

Improvements to Income Tax Disclosures

(“ASU 2023-09”),

to enhance transparency into income tax disclosures.

The amendments require annual disclosure of certain information relating to the rate reconciliation, income taxes paid by jurisdiction, income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign, income tax expense (or benefit) from continuing operations disaggregated by federal (national), state, and foreign jurisdictions.

The amendments also eliminate certain requirements relating to unrecognized tax benefits and certain deferred tax disclosure relating to subsidiaries and corporate joint ventures.

is effective for fiscal years beginning after December 15, 2024, and interim periods within fiscal years beginning after December 15, 2025.

Early adoption is permitted.

The Company is currently evaluating the impact of ASU 2023-09

on its consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03,

Income Statement—Reporting Comprehensive Income—Expense Disaggregation

(“ASU 2024-03”),

which requires entities to (i) disclose amounts of (a) purchase of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and, (e) depreciation, depletion, and amortization recognized as part of oil-and

gas-producing

activities, (ii) include certain amounts that are already required to be disclosed under current GAAP in the same disclosures as other disaggregation requirements, (iii) disclose a qualitative description of the amounts remaining in relevant expense captions that are not necessarily disaggregated quantitatively, and (iv) disclose the total amount of selling expenses, in annual reporting periods, and an entity’s definition of selling expense.

ASU 2024-03 is

effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The Company is currently evaluating the impact of ASU 2024-03 on

its consolidated financial statements and related disclosures.

In July 2025, the FASB issued ASU 2025-05,

Financial Instruments – Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets

(“ASU 2025-05”).

amends ASC, Financial Instruments – Credit Losses (Topic 326)

(“ASC Topic 326”) to simplify how entities measure credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC, Revenue from Contracts with Customers (Topic 606)

(“ASC Topic 606”).

This update allows entities to assume that current conditions as of the balance sheet date will remain unchanged for the remaining life of the asset when estimating expected credit losses.

is effective for interim and annual periods beginning after December 15, 2025.

Early adoption is permitted.

The Company adopted ASU 2025-05

during the fourth quarter of fiscal 2025 by electing the practical expedient under ASU 2025-05

for estimating expected credit losses on current accounts receivable and current contract assets.

As a result, the Company assumes that current conditions as of September 30, 2025, will remain unchanged for the remaining life of these assets.

The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

No other accounting pronouncements recently issued or newly effective have had, or are expected to have, a material impact on the Company’s consolidated financial statements.

Use of Estimates

1 unchanged sentence

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.

Net Income per Share

The consolidated financial statements include basic and diluted net income per common share information.

Basic net income per common share is based on the weighted-average number of shares outstanding.

Diluted net income per common share is based on the sum of the weighted-average number of shares outstanding plus common stock equivalents.

The weighted-average number of shares outstanding includes both common stock and Class B common stock.

There were no equity compensation plans and arrangements previously approved by security holders as of September 30, 2025 and 2024 and there are no common stock equivalents as of September 30, 2025 and September 30, 2024.

The following presents the calculation of the basic and diluted EPS for the years ended September 30, 2024 and 2023:

The following presents the calculation of the basic and diluted net income per common share for the years ended September 30, 2025 and 2024:

Weighted average common shares outstanding – basic and diluted

28 unchanged sentences

There were no transfers of investments between Level 1 and Level 2 during the year ended September 30, 2025.

During the quarter ended June 30, 2025, $ 15,000,000 was transferred from the Company’s operating cash account to the investment portfolio.

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:

6 unchanged sentences

There were no transfers of investments between Level 1 and Level 2 during the year ended September 30, 2024.

$ 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.

7 unchanged sentences

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’s customers are not concentrated in any specific geographic region, but are concentrated primarily in the road and highway construction industry.

The Company extends limited credit on parts sales to its customers based upon their credit-worthiness.

2 unchanged sentences

The Company establishes an allowance for credit losses based upon the credit risk of specific customers, historical trends, and other pertinent information.

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.

Inventories are valued at the lower of cost or net realizable value, with cost being determined under the First In, First Out (“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.

The Company evaluates the need to record inventory adjustments on all inventories, including raw materials, 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 .

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:

Changes in the allowance for slow-moving and obsolete inventories for the years ended September 30, 2025 and 2024 consisted of the following:

Balance, beginning of year

13 unchanged sentences

Revenues and Expenses

The Company accounts for revenues and related expenses under the provisions of ASU No.

The Company accounts for revenues and related expenses under the provisions of ASU 2014-09,

Revenue from Contracts with Customers (Topic 606)

(“ASU 2014-09”).

The following table disaggregates the Company’s net revenue by major source for the years ended September 30, 2025 and 2024:

5 unchanged sentences

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.

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.

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.

7 unchanged sentences

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:

Changes in the accrual for warranty and related costs for the years ended September 30, 2025 and 2024 consisted of the following:

Balance, beginning of year

6 unchanged sentences

There were no contract liabilities other than customer deposits at September 30, 2025 and 2024.

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.

Customer deposits related to contracts with customers were $ 3,889,000 and $ 5,018,000 at September 30, 2025 and 2024, 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.

9 unchanged sentences

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:

Changes in the allowance for credit losses for the years ended September 30, 2025 and 2024 consisted of the following:

Balance, beginning of year

16 unchanged sentences

The Company’s effective tax rates for fiscal 2025 and 2024 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.

Tax Cuts and Jobs Act which was signed into law on December 22, 2017.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted into law.

The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act, including 100 % bonus depreciation, domestic research cost expensing and the business interest expense limitation.

The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented after.

The legislation did not have a material impact on our fiscal 2025 effective tax rate or consolidated financial statements and is not expected to have a material impact in fiscal 2026.

We continue to review the OBBBA tax provisions to assess impacts to the consolidated financial statements.

Comprehensive Income

2 unchanged sentences

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.

Based on evaluation of the criteria of ASC Topic 280 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 chief operating decision maker (“CODM”), who is the Company’s President, measures financial performance as a single enterprise and allocates resources across the Company to maximize profitability, and not on geography, legal entity, or end market basis.

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.

1 unchanged sentence

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.

For fiscal 2025 and 2024, total long-term assets of $ 16,055,000 and $ 15,279,000 , respectively, were attributed to the United States.

Net revenue is attributed to geographic areas based on the final destination of products shipped.

Net revenue by geographic location for fiscal 2025 and 2024 is as follows:

September 30,

United States

All other foreign countries

Customers with 10% (or greater) of Net Revenues

During the year ended September 30, 2024, one

customer accounted for 11.3 % of net revenue.

For the year ended September 30, 2025, no customer accounted for 10.0 % or more of net revenue.

One customer accounted for 11.3 % of net revenue for the year ended September 30, 2024.

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.

Management has evaluated events occurring from September 30, 2025 through the date these consolidated financial statements were filed with the

Securities and Exchange Commission for proper recording and disclosure herein.

The Company did not identify any subsequent events that would have required adjustment to or disclosure in the consolidated financial statements.

NOTE 2 – INVENTORIES

21 unchanged sentences

Property and equipment, net

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

Property and equipment at September 3

0, 2025 and September 30, 2024 includes approximately $ 25,187,000 and $ 23,365,000 , respectively, of fully depreciated assets which remained in service during fiscal 2025 and 2024.

Also, included in property and equipment as of September 30, 2025 and 2024 is approximately $ 2,842,000 and $ 1,327,000 , respectively, of assets not yet placed in operation and, therefore, not subject to depreciation during the years ended September 30, 2025 and 2024, respectively.

5 unchanged sentences

Property tax accruals

Income taxes payable

Accrued income taxes

Professional fees

1 unchanged sentence

NOTE 6 - INCOME TAXES

The provision for income tax expense consisted of the following:

The provision for income tax expense as of September 30, 2025 and 2024 consisted of the following:

Year Ended September 30,

7 unchanged sentences

Unrecognized tax benefits

Research and development tax credit

Foreign-derived intangible income deduction

Effective income tax rate

4 unchanged sentences

Allowance for credit losses

Unrealized loss on investments

Net operating losses carryforwards

13 unchanged sentences

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.

Although the Company believes the reserves of unrecognized tax benefits (“UTBs”) 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.

As of September 30, 2025 and 2024, the Company had UTBs of $ 1,983,000 and $ 1,376,000 , respectively.

The Company accrued $ 607,000 of UTB’s in the year ended September 30, 2025.

A reconciliation of the beginning and ending amount of our unrecognized tax benefits for the year ended September 30, 2024 is as follows:

The Company accrued $ 1,200,000 of UTB’s in the year ended September 30, 2024.

A reconciliation of the beginning and ending amount of our unrecognized tax benefits for the years ended September 30, 2025 and 2024 is as follows:

Balance, beginning of year

Additions based on tax positions related to the current year

Additions based on tax positions of prior years

Additions (reductions) based on tax positions of prior years

Balance, end of year

The Company recognizes interest and penalties accrued related to UTB’s as a component of income tax expense.

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 recognizes interest and penalties accrued related to UTBs 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, 2025 and 2024.

It is reasonably possible that the amount of the UTBs 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.

If recognized, the entire amount of UTBs would have an impact on the Company’s effective income tax rate.

The effective income tax rate for fiscal 2025 was 22.5 % versus 29.8 % in fiscal 2024.

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.

In fiscal 2025, the Company generated $ 354,000 of federal research and development tax credits (“R&D Credits”), all of which were used in fiscal 2025.

no R&D Credits generated in fiscal 2024 and there were no carryforwards of R&D Credits as of September 30, 2025 or September 30, 2024.

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.

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, 2022 are generally no longer subject to examination by taxing authorities due to the expiration of the statute of limitations.

9 unchanged sentences

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 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.

4 unchanged sentences

Future minimum rental payments under these leases at September 30, 2025 are immaterial.

Total rental expense for both of the fiscal years ended September 30, 2024 and

2023 was $ 47,000 .

Total rental expense for the fiscal years ended September 30, 2025 and 2024 was $ 64,000 and $ 47,000 , respectively.

On August 28, 2020, the Company entered into a three-year operating lease for property related to the manufacturing and warehousing.

2 unchanged sentences

Leases (Topic 842),

(“ASU 2016-02”)

the Company recorded a right-of-use

(“ROU”) asset totaling

$ 970,000 and related lease liabilities at inception.

(“ROU”) asset totaling $ 970,000 and related lease liabilities at inception.

In March 2023, the Company extended the lease term through August 31, 2024.

4 unchanged sentences

the Company recorded a ROU asset totaling $ 361,000 and related lease liabilities upon extension.

In March 2025, the Company extended the lease term through August 31, 2026

In accordance with ASU 2016-02,

the Company recorded a ROU asset totaling $ 370,000 and related lease liabilities upon extension.

For the year ended September 30, 2025, operating lease costs were $ 449,000 and cash payments related to these operating leases were $ 418,000 .

16 unchanged sentences

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.

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 common 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 common 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 common stock are outstanding, certain matters submitted to a vote of shareholders will also require approval of the holders of common stock and Class B common stock, each voting separately as a class.

Common stock and Class B common stock 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, 2025 and 2024.

NOTE 12 – SEGMENT INFORMATION

The Company conducts business as a single operating segment which is based upon the Company’s organizational and management structure, as well as information used by the CODM to allocate resources and other factors.

The accounting policies of the segment are the same as those described in Note 1.

The key measure of segment profitability that the CODM uses to allocate resources and assess performance is consolidated net income, as reported on the consolidated income statements.

The CODM utilizes consolidated net income, as well as net revenues and gross profit, and compares actual results to forecasted amounts.

These segment (and consolidated) measures of profitability are shown in the consolidated income statements.

Asset information provided to the CODM is consistent with that reported on the consolidated balance sheets with particular emphasis on the Company’s available liquidity, including its cash and cash equivalents, marketable securities and inventory, reduced by current liabilities.

Information relating to the Company’s products and services and geographical distribution of revenues is disclosed in Note 1.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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 8. Financial Statements and Supplementary Data