What changed in this filing

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Item 9A. Controls and Procedures

2025-12-09 compared with 2025-06-27 · 38 added, 225 removed, 74 unchanged (78% of the section changed)

2 unchanged sentences

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

under the Exchange Act) pursuant to Exchange Act Rule 13a-15(b) as of the end of the period covered by this Annual Report.

under the Exchange Act) pursuant to Exchange Act Rule 13a-15(b)

as of the end of the period covered by this Annual Report.

Based upon that evaluation, the President and the Chief Financial Officer concluded that, as of the end of the period covered by this Annual Report, the Company’s disclosure controls and procedures were not effective at the reasonable assurance level solely as a result of the material weaknesses management identified in our internal control over financial reporting described below.

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Management identified the following material weaknesses in internal control over financial reporting as of September 30, 2025:

Ineffective information technology general controls (ITGC’s), particularly as such controls related to user access, program change management, security, and ineffective complementary user-organization controls, which limited management’s ability to rely on technology-dependent controls relevant to the preparation of the Company’s consolidated financial statements.

Ineffective information technology general controls (ITGCs), particularly as 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 preparation of the Company’s consolidated financial statements.

As a result, information technology-dependent manual and automated controls that rely on the affected ITGCs, or information from the information technology systems with affected ITGCs, the period end close process, including over 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.

Remediation of Previously Reported Material Weaknesses

As previously reported in Part II, Item 9A.

“Controls and Procedures” of our Annual Report on Form 10-K for the year ended September 30, 2024, in connection with our assessment of the effectiveness of internal control over financial reporting as of September 30, 2024, management identified certain additional material weaknesses in internal control over financial reporting which were successfully remediated during fiscal 2025.

These control deficiencies related to:

ITGC as such controls relate to security.

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 over 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.

In remediating these material weaknesses in internal control over financial reporting, management enhanced its control documentation and implemented additional review and reconciliation controls to support the previously un-remediated material weaknesses in internal control over financial reporting.

Management’s Plan of Remediation

Management, with oversight by our Audit Committee, is actively engaged in the planning for, and implementation of remediation efforts to address the material weaknesses described above and to improve our internal control over financial reporting.

Management, with oversight by our Audit Committee, is actively engaged in the planning for, and implementation of remediation efforts to address the ongoing material weaknesses described above and to improve our internal control over financial reporting.

In response to the material weaknesses discussed above, we plan to continue efforts already underway to remediate the material weaknesses in internal control over financial reporting, including the following:

6 unchanged sentences

Attestation Report of the Independent Registered Public Accounting Firm

The conclusion regarding the effectiveness of the Company’s internal control over financial reporting as of September 30, 2024 has been audited by Berkowitz Pollack Brant Advisors + CPAs, an independent registered public accounting firm, as stated in their report which appears in Item 8 under the heading “Report of Independent Registered Public Accounting Firm.”

The conclusion regarding the effectiveness of the Company’s internal control over financial reporting as of September 30, 2025 has been audited by Berkowitz Pollack Brant Advisors + CPAs, an independent registered public accounting firm, as stated in their report which appears in Item 8 under the heading “Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting.”

Changes in Internal Control over Financial Reporting

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

There were no changes in the Company’s internal control over financial reporting during the year ended September 30, 2024 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Except for the changes in the internal controls to remediate material weaknesses and other changes as part of our plans to improve our internal controls over financial reporting as discussed above, there were no changes in the Company’s internal control over financial reporting during the year ended September 30, 2025 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

However, as noted above, we will be continuing to implement changes to our internal control over financial reporting to address the material weaknesses described above.

OTHER INFORMATION

During the three months ended September 30, 2024, none of the

Company’s directors or officers adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (each as defined in Item 408 of Regulation S-K under the Exchange Act).

During the three months ended September 30, 2025, none of the Company’s directors or officers adopted, modified or terminated a Rule 10b5-1

trading arrangement or a non-Rule

trading arrangement (each as defined in Item 408 of Regulation S-K

under the Exchange Act).

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers

The following table sets forth the names and ages of all of our directors and executive officers as of June 27, 2025.

Our Executive Officers are appointed by the Board of Directors.

First Became an

Executive Officer

Executive Chairman

Senior Vice President – Sales

Chief Financial Officer

General John G.

Set forth below is information about each of the individuals named in the table above:

Elliott is the Founder and Executive Chairman of the Company.

Elliott served as Chief Executive Officer from 1968 to 2016.

Elliott’s long tenure has provided him with detailed knowledge of the Company.

He has structured and overseen its growth and transformation over the Company’s history.

He has been active and held leadership positions in virtually all national and many international associations dealing with heavy machinery manufacturing, and the nation’s highway systems, and has insightful relationships with senior industry executives on a global basis.

These leadership experiences allow Mr.

Elliott to communicate relevant information about the Company to the Board of Directors efficiently and effectively.

He has extensive operational experience that provides the Board of Directors with timely and valuable insights into Company financial reports, opportunities, and risks.

Elliott’s broad education and experience in business allow him to contribute to a wide variety of Board of Directors’ processes and decisions.

Elliott joined the Company in 1988 and has served in numerous positions in virtually all areas and operations of the Company.

Elliott has served as an executive officer of the Company since 1993 and was promoted to his current position, President of the Company, in 2005.

During his tenure with the Company he has held numerous positions including President - Construction Equipment Group, President of General Combustion Corporation, Vice President of Marketing and Director of Financial Services for the Company.

Elliott also served as the Acting Chief Financial Officer of the Company from September 2010 to May 2012.

Elliott has been active in several industry organizations including National Asphalt Pavement Association, Construction Equipment Manufacturer’s Association, Association of Equipment Manufacturer’s, National Stone Sand & Gravel Association, and American Road & Transportation Builder’s Association.

has served as Vice President of the Company since January 2005 and as Senior Vice President since August 2008.

Prior to joining the Company, Mr.

Hunt served as Vice President of Asphalt and Ready Mix Operations for Vulcan Materials Company, Western Division.

During his prior business career Mr.

Hunt was a principal and officer with Industrial Asphalt.

Hunt’s grandfather, Wallace E.

Hunt Sr., founded Industrial Asphalt in 1941 and the Hunt family built Industrial Asphalt into one of the largest producers of hot mix asphalt in the United States.

Hunt earned a BS degree from the University of San Francisco and an MBA from California State University Bakersfield.

Hunt has 40 years of experience at all levels of the asphalt and construction industry.

He is recognized as an expert in the industry and is regularly invited to speak at conferences and technical meetings.

His unique experience allows him to understand all the inner works of the asphalt industry and gives valuable insight into the Company’s customer’s business requirements.

His industry experience, coupled with his educational background, allow him to contribute to a wide spectrum of the Company’s processes and decisions.

has served as the Company’s Chief Financial Officer since May 2012.

Previously, Mr.

Mellen was Director of Corporate Development for the Company.

From 1992 to 2002, Mr.

Mellen worked at PricewaterhouseCoopers where he was a key member of the corporate finance, global strategy, and investment teams.

Mellen worked on the due diligence and integration teams for the Price Waterhouse and Coopers & Lybrand merger, as well as the sale of PricewaterhouseCoopers Consulting to IBM Corporation in 2002.

He worked in corporate finance at IBM Corporation from 2002 to 2008.

Mellen’s responsibilities included pricing and financial management, as well as managing the worldwide budget of IBM’s Business Consulting Division.

Mellen’s business valuation and financial advisory experience from 2008 to 2011 includes valuation and strategic planning of numerous companies across a variety of manufacturing and service industries.

Mellen holds a BS in Finance and Management and an MBA and brings over 30 years of financial management experience.

General John G.

Four Star General John G.

Coburn has served as a Director of the Company since 2019.

General Coburn is a former Chairman of ST Engineering North America, which he joined in November 2001 as Chief Executive Officer.

Prior to joining ST Engineering North America, General Coburn served as a Four Star Commanding General, U.S.

Army Material Command.

He retired from the Army in 2001.

General Coburn has extensive experience, both international and domestic, in Asia, Europe, the Middle East and Latin America, having had offices and businesses in those areas of the world.

General Coburn was a Director of Genasys Inc.

(“Genasys”) from July 2013 to October 2021 and Chairman of Genasys’ board of directors from March 2015 to October 2021.

General Coburn is a distinguished military graduate of Eastern Michigan University, where he holds a Bachelor of Arts degree in Education.

General Coburn also attended the U.S.

Army Command and General Staff College, and the University of Kansas, where he earned a Master of Arts degree in political science, and has a Juris Doctor degree from the University of Missouri, School of Law.

Ketcham, Jr.:

has served as a Director of the Company since October 2021.

He has been practicing law as a civil trial lawyer for over 50 years.

Ketcham is a member of the Orange County Bar Association, the Florida Board and the American Board of Trial Advocates where he was elected “Trial Lawyer of the Year in 2016.” In addition to practicing law in his community, he has served as the Chairman of the Orlando-Orange County Expressway Authority from February 20, 2009 to 2015, Chairman of the Board of the Mennello Museum in Orlando since 2016, has been on the Board of the United Safety Council since 2019 and is a board member of the Michael Mennello Foundation.

He is a graduate of Stetson University where he holds a Bachelor degree in Business Administration and a degree as a Doctor of Juris Prudence from Stetson University College of Law.

Vecchiolla has served as a Director of the Company since July 2021.

He is also an Independent Director on the Board of QinetiQ US, an engineering and solutions provider for next

generation ISR, Cyber, Mission Operations and Autonomous Systems.

Most recently, he was the Chairman and CEO of First Light Acquisition Group, Inc.

(NYSE American:

FLAG) a Special Purpose Acquisition Company, which successfully closed its business combination in September 2023.

After the closing of the business combination, Mr.

Vecchiolla served as a Director of Calidi Biotherapeutics, Inc.

CLDI) until his resignation in January 2024.

An accomplished industrials and tech executive, Mr.

Vecchiolla has over 40 years of leadership and experience in global operations and sales.

In previous roles he was Chairman, CEO and President of ST Engineering North America, a subsidiary of Singapore Technologies Engineering, Ltd., President of Raytheon International, Inc., and a Vice President at Raytheon Integrated Defense Systems.

Vecchiolla had a distinguished career as a U.S.

Naval Aviator and a Department of Defense Acquisition Professional, holds a Bachelor of Science from the U.S.

Naval Academy and a Master of Science from the University of Southern California.

Board Oversight of Risk

The Board has the responsibility of oversight over our risk exposure.

The Board and through its committees, meets with various members of management to discuss any material risk exposures, the potential impact and the efforts of management it deems appropriate to deal with the risks.

The Audit Committee considers risk assessment and risk management practices including those relating to regulatory risks, financial liquidity and accounting risk exposure, reserves and our internal controls.

The Nominating Committee considers the risks associated with our corporate governance principles and procedures with the guidance of our SEC counsel.

The Compensation Committee, in connection with the performance of its duties, considers risks associated with our compensation programs.

Audit Committee

The Audit Committee is composed of three directors.

The current members are General John G.

Coburn, Walter A.

and Thomas A.

Vecchiolla, Audit Committee chairman and “financial expert” as defined by the SEC.

The Audit Committee is responsible for:

Considering the qualifications of and appoints and oversees the activities of our independent registered public accounting firm;

Reviewing with the independent auditor any audit problems or difficulties encountered in the course of audit work;

Pre-approving

all audit and non-audit

services provided by the independent auditor;

Discussing with the independent auditor the overall scope and plans for their respective audits;

Reviewing financial statements and reports and meet with accounting management and the independent auditor to review, discuss and approve our financial statements ensuring the completeness and clarity of the disclosures in the financial statements;

Monitoring compliance with our internal controls, policies, and procedures;

Reviewing management’s report on its assessment of the effectiveness of internal control over financial reporting as of the end of each fiscal year and the independent auditor’s report on the effectiveness of internal control over financial reporting;

Discussing our policies on risk assessment and risk management, our major financial risk exposures and the steps management has taken to monitor and control such exposures;

Reviewing our compliance and ethics programs, including legal and regulatory requirements, and reviews with management our periodic evaluation of the effectiveness of such programs;

Reviewing and approving related-party transactions;

Undertaking such other activities as our Board from time to time may delegate to it.

Nominating Committee

The Nominating Committee is composed of two directors.

The current members are E.J.

Elliott and Marc G.

The duties and responsibilities of the Nominating Committee are as follows:

To evaluate candidate’s qualifications for Board membership and recommend nominees;

To consider nominees recommended by shareholders;

To periodically review the Board composition;

To oversee risk related to our overall governance, including Board and committee composition, Board size and structure, director independence, ethical and business conduct and our corporate governance profile and ratings;

Compensation Committee

The Compensation Committee is composed of two directors.

The current members are General John G.

Coburn and Thomas A.

The principal duty of our Compensation Committee is to ensure that the compensation program for executive officers is effective in attracting and retaining key executives responsible for our success and in promoting our long-term interests and those of our stockholders.

Code of Ethics

We have adopted a code of ethics that applies to our principal executive officer, principal accounting officer and persons performing similar functions.

Insider Trading Policy

Our Insider Trading Policy applies to all of directors, officers, and key employees.

The policy attempts to establish standards that will avoid even the appearance of improper conduct on the part of insiders by requiring, among other things, that insiders maintain the confidentiality of information about the Company and to not engage in transactions in the Company’s securities while aware of material nonpublic information.

We believe this policy is reasonably designed to promote compliance with insider trading laws, related SEC rules and regulations and applicable listing standards.

In addition, it is our policy that the Company will not trade in its stock when it is aware of material nonpublic information.

The information required by this Item 10 is incorporated herein by reference to the Company’s Definitive Proxy Statement for the 2026 Annual Meeting of Stockholders.

EXECUTIVE COMPENSATION

Executive Officer Compensation

The following table presents summary information regarding the total compensation awarded to, earned by and paid to our named executive officers for the fiscal years ended September 30, 2024 and 2023.

Summary Compensation Table for Fiscal Years 2023 and 2024

Name and Principal Position

Elliott, President

Elliott, Executive Chairman

Hunt, SVP Sales

The amounts reported under All Other Compensation represent employer contributions to the Company’s 401(k) Plan on behalf of the Executive Officers and personal use of a company vehicle.

Employment Agreements

The named executive officers do not have employment agreements.

Employment may terminate at any time without severance.

Recovery of Executive Compensation

We have adopted a Clawback Policy which permits us to recover all or a portion of any performance-based compensation that was received by a covered executive on or after October 2, 2023, including equity awards, if our financial statements are restated as a result of errors, omissions, or fraud.

The amount which may be recovered will be the amount by which the affected compensation exceeded the amount that would have been payable had the financial statements been initially filed as restated.

Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

We do not currently, and during the fiscal year ended September 30, 2024, we did not, grant stock options or similar awards having option-like features (“similar awards”).

Accordingly, we have no specific policy or practice on the timing of grants of such awards in relation to the disclosure of material non-public information.

In the event we decide to grant new awards of stock options or similar equity awards in the future, we anticipate that our policy will be not to grant stock options or similar awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our Common Stock and anticipate that our Board of Directors would grant any stock options or similar awards on a predetermined schedule without taking into account material nonpublic information in determining either the time or terms of such awards.

We have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

Compensation of Directors

The following table provides information regarding compensation paid to each of our non-employee directors for the fiscal year ended September 30, 2024.

Director Compensation Table

Fiscal year ended September 30, 2024

Fees Earned or

Option Awards

Thomas Vecchiolla

Directors’ fees are paid to non-employee directors at the rate of $1,500 per month, plus $1,000 per Board of Directors meeting attended and $500 per committee meeting attended.

Total fees paid to all non-employee directors in fiscal 2024 were $72,000.

The information required by this Item 11 is incorporated herein by reference to the Company’s Definitive Proxy Statement for the 2026 Annual Meeting of Stockholders.

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

The following table sets forth information, as of June 27, 2025, with respect to (i) each person known to us to be the beneficial owner (as defined by the SEC) of more than 5% of our Common Stock or Class B Stock, (ii) each director, (iii) each named executive officer, and (iv) the current directors and executive officers of the Company as a group.

Except as otherwise noted, each named beneficial owner has sole voting and investment power over the shares shown.

In accordance with Rule 13d-3(f) the Securities Exchange Act of 1934, as amended, shares that are not outstanding, but that are subject, to options, warrants, rights or conversion privileges exercisable within 60 days have been deemed to be outstanding for the purpose of computing the percentage of outstanding shares owned by the individual having such right but have not been deemed outstanding for the purpose of computing the percentage for any other person.

Except as otherwise indicated, the address of each beneficial owner is Gencor Industries, Inc., 5201 N.

Orange Blossom Trail, Orlando, Florida 32810.

Amount and Nature of Beneficial

Percent of Class

Name of Beneficial Owner

General John G.

All Current Directors and Executive Officers as a group (7 persons)

Systematic Financial Management LP (4)

Royce & Associates (5)

Dimensional Fund Advisors, LP (6)

Less than one percent.

Includes 73,467 shares owned by the Elliott Foundation, Inc.

Based on 12,338,845 shares of Common Stock outstanding as of June 27, 2025.

Based on 2,318,857 shares of Class B Stock outstanding as of June 27, 2025.

The number of shares reported and the information included in this footnote were derived from a Schedule 13F-HR

filed with the SEC on May 14, 2025 by Systematic Financial Management LP.

According to the Schedule 13F, Systematic Financial Management LP beneficially owns 1,186,138 shares with sole voting power over 612,836 shares and sole dispositive power over 1,186,138 shares.

The address for Systematic Financial Management LP is 300 Frank W.

Teaneck, NJ 07666.

The number of shares reported and the information included in this footnote were derived from a Schedule 13F-HR

filed with the SEC on May 6, 2025 by Royce & Associates, LP.

According to the Schedule 13F, Royce & Associates, LP beneficially owns 1,172,500 shares, with sole dispositive power and sole voting power over 1,172,500 shares.

The address for Royce & Associates, LP is 745 Fifth Avenue, New York, NY 10151.

The number of shares reported and the information included in this footnote were derived from a Schedule 13F-HR

filed with the SEC on May 13, 2025 by Dimensional Fund Advisors LP.

According to the Schedule 13F, Dimensional Fund Advisors, LP beneficially owns 793,068 shares with sole dispositive power and sole voting power over 751,150 shares.

The address for Dimensional Fund Advisors, LP is Building One, 6300 Bee Cave Road, Austin, Texas 78746.

The information required by this Item 12 is incorporated herein by reference to the Company’s Definitive Proxy Statement for the 2026 Annual Meeting of Stockholders.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The Company typically does not enter into or ratify a related person transaction unless the Board, acting through the Audit Committee or otherwise, determines that the related person transaction is in, or is not inconsistent with our best interests and our stockholders’ best interests.

The Company had no related party transactions in fiscal 2024.

Director Independence

The Board has determined that General John G.

Coburn, Walter A.

and Thomas A.

Vecchiolla are independent under the applicable rules of the SEC and the listing standards of the NYSE American.

Therefore, each member of the Audit Committee and Compensation Committee is an independent director in accordance with those standards.

PRINCIPAL ACCOUNTING FEES AND SERVICES

The following table sets forth the aggregate fees paid by the Company for the fiscal years ended September 30, 2024 and 2023 to Berkowitz, Forvis Mazars and MSL:

Audit-Related

Berkowitz (3)

Forvis Mazars

Audit fees consist of the aggregate fees for professional services rendered for the audit of our consolidated financial statements, review of interim condensed consolidated financial statements and other statutory audits.

All other fees are related to participation at the annual shareholder meeting and out of pocket expenses.

Berkowitz was engaged as the Company’s independent registered public accounting firm on February 13, 2025, and accordingly no fees were billed to Berkowitz in fiscal 2024 or 2023.

Audit fees noted above to Berkowitz were paid in fiscal 2025.

In accordance with Company policy, all fees for Berkowitz, MSL and Forvis Mazars were approved in advance by the Audit Committee.

The information required by this Item 13 is incorporated herein by reference to the Company’s Definitive Proxy Statement for the 2026 Annual Meeting of Stockholders.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Item 14 is incorporated herein by reference to the Company’s Definitive Proxy Statement for the 2026 Annual Meeting of Stockholders.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

7 unchanged sentences

Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as Amended

Conflict of Interest Policy and Code of Ethics

Letter Re Change in Certifying Accountant from MSL, P.A., dated November 7, 2024, incorporated by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 7, 2024.

Conflict of Interest Policy and Code of Ethics, incorporated by reference to Exhibit 14.1 to the Company’s Annual Report on Form 10-K for the year ended September 30, 2024.

Letter Re Change in Certifying Accountant from MSL, P.A.

, dated November 7, 2024, incorporated by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 7, 2024.

Letter Re Change in Certifying Accountant from Forvis Mazars, LLP, dated February 20, 2025, incorporated by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 20, 2025.

Insider Trading Policy

Insider Trading Policy, incorporated by reference to Exhibit 19.1 to the Company’s Annual Report on Form 10-K for the year ended September 30, 2024.

Subsidiaries of the Registrant

Consent of Independent Registered Public Accountants

Consent of Independent Registered Public Accountants Berkowitz Pollack Brant Advisors + CPAs

Certification of Principal Executive Officer Pursuant to Rule 13a – 14(a) of the Securities Exchange Act of 1934, as amended

1 unchanged sentence

Certifications of Principal Executive Officer and Chief Financial Officer Pursuant to 18 U.

Clawback Policy

Clawback Policy, incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K for the year ended September 30, 2024.

Interactive Data File

9 unchanged sentences

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

June 27, 2025

December 9, 2025

GENCOR INDUSTRIES, INC.

2 unchanged sentences

The signatures of Directors constitute a majority of Directors.

June 27, 2025

December 9, 2025

President & Director

1 unchanged sentence

/s/ Eric E Mellen

June 27, 2025

December 9, 2025

Chief Financial Officer

2 unchanged sentences

/s/ Walter A.

June 27, 2025

December 9, 2025

/s/ Thomas A.

June 27, 2025

December 9, 2025

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

What changed 10-K

Item 9A. Controls and Procedures