GENC 10-K & 10-Q changes, risk factors and insider trading
Gencor Industries Inc. · NYSE · Construction Machinery & Equip · CIK 64472 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Removed heading “The Company faces risks related to being delinquent in its SEC reporting obligations.”
Removed heading “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 heading “Increasing scrutiny and changing expectations from stakeholders with respect to the Company’s ESG practices may expose us to new or additional risks.”
Largest changes
“The Company’s operations are subject to federal, state, local and foreign laws and regulations relating to the protection of the environment. Sanctions for noncompliance may include revocation of permits, corrective action orders, significant administrative or civil penalties and criminal prosecution. The Company’s business involves environmental management and issues typically associated with historical manufacturing operations. …”see in full comparison
Concerns over inflation, geopolitical issues and global financial markets have led to increased economic instability and expectations of slowersee in full comparisonglobaleconomic growth. Our business may be adversely affected by any such economic instability or unpredictability.Russia’s invasion of Ukraine and related sanctions has led to increased energy prices. Such sanctionsSanctions 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.The increased cost of oil, along with increased or prolongedProlonged periods ofinflation,inflation would likely increase our costs in the form of higher wages,furtherandinflationincreasedoncost 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. or abroad to deteriorate. There is a risk that one or more of our suppliers could be negatively affected by global economic instability, which could adversely affect our ability to operate efficiently and timely complete our operational goals. As of the date of issuance of this Annual Report, the Company’s operations have not been significantly impacted.
“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. 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.”see in full comparison
“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.”see in full comparison
“Increasing scrutiny and changing expectations from stakeholders with respect to the Company’s ESG practices may expose us to new or additional risks.”see in full comparison
“The Company faces risks related to being delinquent in its SEC reporting obligations.”see in full comparison
Full comparison: every changed paragraph (23)
The Company faces risks related to being delinquent in its SEC reporting obligations.
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. 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.
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. 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. 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.
The Company faces the following risks and challenges related to being delinquent in its SEC reporting obligations, including:
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. 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.
As described in Item 9A—Controls and Procedures– Management’s Annual Report on Internal Control over Financial Reporting, the Company has begun, and will begincontinue 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. If the Company fails to maintain the effectiveness of its internal controls, including any failure to implement new or improved controls, or if the Company experiences difficulties in their implementation, the Company’s business and operating results could be harmed, and the Company could fail to meet its financial reporting obligations, which in turn could affect the market price of the Company’s securities. In addition, perceptions of the Company among customers, lenders, investors, securities analysts and others could also be adversely affected. 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.
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.
The demand for the Company’s products is dependent on general economic conditions and more specifically, federal and state funding for highways and roads. 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.
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. During the year ended September 30, 2023, a different customer accounted for 14.8% of net revenue. The loss of anya 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’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.
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.
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. Patent and Trademark Office and in various foreign countries. There can be no assurance as to the breadth or degree of protection that future patents or trademarks may afford the Company, or that any pending patent or trademark applications will result in issued patents or trademarks, or that the Company’s patents, registered trademarks or patent applications, if any, will be upheld if challenged, or that competitors will not develop similar or superior methods or products outside the protection of any patents issued, licensed or sublicensed to the Company. Although the Company believes that none of its technologies, products or trademarks infringe upon the patents, technologies, products or trademarks of others, it is possible that the Company’s trademarks or other rights may not be valid or that infringement of future patents, trademarks or proprietary rights may occur. In the event that the Company’s products are deemed to infringe upon the patent or proprietary rights of others, the Company could be required to modify the design of its products, change the name of its products or obtain a license for the use of certain technologies incorporated into its products. There can be no assurance that the Company would be able to do any of the foregoing in a timely manner, upon acceptable terms and conditions, or at all, and the failure to do so could have a material adverse effect on the Company. In addition, there can be no assurance that the Company will have the financial or other resources necessary to enforce or defend a patent, registered trademark or other proprietary right, and, if the Company’s products are deemed to infringe upon the patents, trademarks or other proprietary rights of others, the Company could become liable for damages, which could also have a material adverse effect on the Company.
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. 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.
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.
The Company’s operations are subject to federal, state, local and foreign laws and regulations relating to the protection of the environment. Sanctions for noncompliance may include revocation of permits, corrective action orders, significant administrative or civil penalties and criminal prosecution. The Company’s business involves environmental management and issues typically associated with historical manufacturing operations. 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.
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.
Increasing scrutiny and changing expectations from stakeholders with respect to the Company’s ESG practices may expose us to new or additional risks.
The Company is committed to responsible environmental, social and governance (“ESG”) practices. 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. 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.
Companies are facing scrutiny from stakeholders related to their ESG practices. 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. 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 currently faces competition in product performance, price and service. Some of the Company’s competitors have greater financial, product developmentfinancial 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. This may reduce revenues from the Company’s products and services, lower its gross margins, or cause a loss in market share.
Concerns over inflation, geopolitical issues and global financial markets have led to increased economic instability and expectations of slower global economic growth. Our business may be adversely affected by any such economic instability or unpredictability. Russia’s invasion of Ukraine and related sanctions has led to increased energy prices. Such sanctionsSanctions 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. The increased cost of oil, along with increased or prolongedProlonged periods of inflation,inflation would likely increase our costs in the form of higher wages, furtherand inflationincreased oncost 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. or abroad to deteriorate. There is a risk that one or more of our suppliers could be negatively affected by global economic instability, which could adversely affect our ability to operate efficiently and timely complete our operational goals. As of the date of issuance of this Annual Report, the Company’s operations have not been significantly impacted.
As reflected on the Company’s balance sheet at September 30, 2024,2025, 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. 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, 2024.2025.
We have been, and expect to continue to be, subject to cybersecurity risksattacks and incidentsother cybersecurity risks related to our business. To date, risks from cybersecurity threats have not materially affected our operations. We rely on the efficient and uninterrupted operation of our information systems and networks, including cloud-based and other third-party services, to obtain, rapidly process, analyze and manage data. 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. 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. 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. If any of these events were to materialize, the costs related to cyber or other security threats or disruptions may have a material adverse effect on our operating results and financial condition.
Management's Discussion & Analysis (MD&A)
Largest changes
“Cash flows provided by operations in fiscal 2023 were $10,196,000 primarily resulting from net income and sale of marketable securities, and partially offset by increased inventory. Inventories increased by $15,712,000 primarily due to progress on several large contract orders where revenue is recognized at a point in time, the impact of the inflationary environment on raw material and wage price increases, and stock build to adjust for the increasing lead times from suppliers. …”see in full comparison
“Cash flows provided by operations in fiscal 2025 were $3,068,000 primarily resulting from net income and reduced inventories, and partially offset by the transfer of $15,000,000 from the operating cash account to the investment portfolio in the third quarter of fiscal 2025. Contract assets increased $2,869,000 with the timing of inventory build and percentage of completion recognition on sales where revenue is recognized over time. …”see in full comparison
For the year ended September 30,see in full comparison2024,2025, the Company had net other income of$7,043,000$6,181,000 compared to$5,351,000$7,043,000 for the year ended September 30,2023.2024. Interest and dividend income, net of fees, was$3,435,000$4,373,000 for the year ended September 30,20242025 as compared to$2,108,000$3,435,000 for year ended September 30,2023.2024.InterestTheincomeincreaseforwasthe year ended September 30, 2024 as compared to the prior year increasedprimarily due to higher interest rates earned on increased cash balances and fixed incomeinvestments coupled with the Company reallocating a majority of its holdings in equities to fixed income in January 2023.investments. Net realized and unrealized gains on marketable securities were $1,800,000 for the year ended September 30, 2025 as compared to $3,621,000 for the year ended September 30,20242024.versusThe$3,243,000decreaseforinthe year ended September 30, 2023. Netnet realized and unrealized gains inthefiscalportfolio2025werewas primarily the result of fluctuations in the market value of fixed income securities due to interest ratechanges.changes and a shift in purchasing slightly longer duration treasuries and corporate bonds in fiscal 2025.
As a percent of sales, gross profit marginssee in full comparisonincreaseddecreased slightly to 27.5% in fiscal 2025 as compared to 27.7% in fiscal2024 as compared to 27.6% in fiscal 2023.2024. In the fourth quarter of fiscal2023,2025, gross profit marginof 31.7%waspositively24.2%impactedasbycomparedclosingtoout25.6%of certain projects recognized over time where actual results improved over initial estimates. Inin the fourth quarter of fiscal2024 gross profit margin was 25.6%.2024.
Product engineering and development expense in fiscalsee in full comparison20242025 decreased$145,000$555,000 to$3,313,000$2,758,000 from$3,458,000$3,313,000 in fiscal20232024 due to reduced headcount. Selling, general and administrative (“SG&A”) expenses in fiscal20242025 increased$2,173,000$610,000 to$14,327,000$14,937,000 from$12,154,000$14,327,000 in fiscal2023.2024. The increase in SG&A expenses was primarily due toincreased trade show expenses,professional fees and commissions on higher net revenue.
Net revenue for the year ended September 30,see in full comparison20242025 increased7.7%2.0% to$113,166,000$115,437,000 from$105,075,000$113,166,000 for the year ended September 30,2023.2024. The net revenue increase was primarily driven by increased equipment sales recognized over time and increased parts and component sales, partially offset by a decrease in equipment sales recognized at a point in time. Net revenue for the fourth quarter of fiscal20242025increaseddecreasedslightly10.0% to$20,921,000$18,831,000 compared to$20,871,000$20,921,000 for the quarter ended September 30,2023.2024.
Full comparison: every changed paragraph (13)
Net revenue for the year ended September 30, 20242025 increased 7.7%2.0% to $113,166,000$115,437,000 from $105,075,000$113,166,000 for the year ended September 30, 2023.2024. The net revenue increase was primarily driven by increased equipment sales recognized over time and increased parts and component sales, partially offset by a decrease in equipment sales recognized at a point in time. Net revenue for the fourth quarter of fiscal 20242025 increaseddecreased slightly10.0% to $20,921,000$18,831,000 compared to $20,871,000$20,921,000 for the quarter ended September 30, 2023.2024.
As a percent of sales, gross profit margins increaseddecreased slightly to 27.5% in fiscal 2025 as compared to 27.7% in fiscal 2024 as compared to 27.6% in fiscal 2023.2024. In the fourth quarter of fiscal 2023,2025, gross profit margin of 31.7% was positively24.2% impactedas bycompared closingto out25.6% of certain projects recognized over time where actual results improved over initial estimates. Inin the fourth quarter of fiscal 2024 gross profit margin was 25.6%.2024.
Product engineering and development expense in fiscal 20242025 decreased $145,000$555,000 to $3,313,000$2,758,000 from $3,458,000$3,313,000 in fiscal 20232024 due to reduced headcount. Selling, general and administrative (“SG&A”) expenses in fiscal 20242025 increased $2,173,000$610,000 to $14,327,000$14,937,000 from $12,154,000$14,327,000 in fiscal 2023.2024. The increase in SG&A expenses was primarily due to increased trade show expenses, professional fees and commissions on higher net revenue.
In fiscal 2024,2025, the Company had operating income of $14,018,000 as compared to $13,687,000 versus $13,425,000 in fiscal 2023. The benefit of increased sales in fiscal 2024 wasdue partially offset byto increased SG&Anet expenses as compared to fiscal 2023.revenue.
For the year ended September 30, 2024,2025, the Company had net other income of $7,043,000$6,181,000 compared to $5,351,000$7,043,000 for the year ended September 30, 2023.2024. Interest and dividend income, net of fees, was $3,435,000$4,373,000 for the year ended September 30, 20242025 as compared to $2,108,000$3,435,000 for year ended September 30, 2023.2024. InterestThe incomeincrease forwas the year ended September 30, 2024 as compared to the prior year increasedprimarily due to higher interest rates earned on increased cash balances and fixed income investments coupled with the Company reallocating a majority of its holdings in equities to fixed income in January 2023.investments. Net realized and unrealized gains on marketable securities were $1,800,000 for the year ended September 30, 2025 as compared to $3,621,000 for the year ended September 30, 20242024. versusThe $3,243,000decrease forin the year ended September 30, 2023. Netnet realized and unrealized gains in thefiscal portfolio2025 werewas primarily the result of fluctuations in the market value of fixed income securities due to interest rate changes.changes and a shift in purchasing slightly longer duration treasuries and corporate bonds in fiscal 2025.
The effective income tax rate for fiscal 20242025 was 22.5% as compared to 29.8% versus 21.9% in fiscal 2023.2024. The higher income tax rate in fiscal 2024 was driven by increased reserves of $1.2 million for unrecognized tax benefits.
The significant purchases, sales and maturities of marketable securities shown on the consolidated statements of cash flows typically reflect the frequent purchase and sale of United States treasury bills.
Cash flows provided by operations in fiscal 2025 were $3,068,000 primarily resulting from net income and reduced inventories, and partially offset by the transfer of $15,000,000 from the operating cash account to the investment portfolio in the third quarter of fiscal 2025. Contract assets increased $2,869,000 with the timing of inventory build and percentage of completion recognition on sales where revenue is recognized over time. The increase in marketable securities of $18,460,000 was due primarily to the transfer of $15,000,000 from the Company’s operating cash account to the investment portfolio during the quarter ended June 30, 2025. Inventories decreased by $10,259,000 primarily due to completion and shipment on several large contract orders where revenue is recognized at a point in time as well as increased parts sales coupled with reduced purchases as supplier lead times have come down, and increased allowances.
Cash flows provided by operations in fiscal 2023 were $10,196,000 primarily resulting from net income and sale of marketable securities, and partially offset by increased inventory. Inventories increased by $15,712,000 primarily due to progress on several large contract orders where revenue is recognized at a point in time, the impact of the inflationary environment on raw material and wage price increases, and stock build to adjust for the increasing lead times from suppliers. Marketable securities decreased $9,364,000 due primarily to the transfer of $10,000,000 from the investment portfolio to cash to fund operating needs of the business during fiscal 2023.
Cash flows used in investing activities for the years ended September 30, 20242025 and September 30, 2023,2024, were $840,000$1,963,000 and $2,746,000,$840,000, respectively, and were primarily related to the capital expenditures for building improvements,improvements and manufacturing processing equipment.
The Company believes the following discussion addresses it’sits most critical accounting policies, which are those that are most important to the portrayal of the Company’s financial condition and results of operations and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Accounting policies, in addition to the critical accounting policies referenced below, are presented in Note 1 to the Consolidated Financial Statements, “Accounting Pronouncements and Policies.” There were no changes to the accounting polices during the year ended September 30, 2025.
The Company accounts for revenues and related expenses under the provisions of ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), as amended (“ASU No. 2014-09”). Revenues from contracts with customers for the design, manufacture and sale of custom equipment are recognized over time when the performance obligation is satisfied by transferring control of the equipment. Control of the equipment transfers over time as the equipment is unique to the specific contract and thus does not create an asset with an alternative use to the Company. Revenues and related 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.
On August 28, 2020, the Company entered into a three year operating lease for property related to the manufacturing and warehousing of the Blaw-Knox paver business. The lease term was for the period September 1, 2020 through August 31, 2023. In March 2023, the Company extended the lease term through August 31, 2024. In March 2024, the Company extended the lease term through August 31, 2025. In March 2025, the Company extended the lease term through August 31, 2026.
What changed in the latest 10-Q
Risk Factors
The business, operations, and financial condition are subject to various risks and uncertainties. The risk factors described in Part I, Item 1A, “Risk Factors” contained in the Annual Report on Form
10-K
for the year ended September 30, 2025, as filed with the Securities and Exchange Commission (the “SEC”) on December 9, 2025, should be carefully considered, together with the other information contained or incorporated by reference in this Quarterly Report on Form
10-Q
and in other filings filed with the SEC in connection with evaluating the Company, the business, and forward-looking statements contained in this Quarterly Report on Form
10-Q.
During the nine months ended June 30, 2026, there have been no material changes from the risk factors previously disclosed under Part I, Item 1A, “Risk Factors” in our Annual Report on Form
10-K,
for the year ended September 30, 2025.
Full comparison: every changed paragraph (2)
OurThe business, operations, and financial condition are subject to various risks and uncertainties. The risk factors described in Part I, Item 1A, “Risk Factors” contained in ourthe Annual Report on Form 10-K for the year ended September 30, 2025, as filed with the Securities and Exchange Commission (the “SEC”) on December 9, 2025, should be carefully considered, together with the other information contained or incorporated by reference in this Quarterly Report on Form 10-Q and in our other filings filed with the SEC in connection with evaluating us,the ourCompany, the business, and the forward-looking statements contained in this Quarterly Report on Form 10-Q.
During the sixnine months ended MarchJune 31,30, 2026, there have been no material changes from the risk factors previously disclosed under Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K, for the year ended September 30, 2025.
Management's Discussion & Analysis (MD&A)
New heading “Nine Months Ended June 30, 2026 versus June 30, 2025”
Removed heading “Six Months Ended March 31, 2026 versus March 31, 2025”
Largest changes
“In February 2026, the U.S. Supreme Court issued a ruling invalidating tariffs previously imposed under the International Emergency Economic Powers Act (“IEEPA”). As a result of this ruling, the U.S. Court of International Trade issued an order directing the U.S. Customs and Border Protection (“CBP”) agency to begin formalizing a process for refunds. The CBP launched an online portal that can be used to submit IEEPA tariff refund requests. …”see in full comparison
For thesee in full comparisonsix monthsquarter endedMarchJune31,30, 2026, the Company had net other income of$2,487,000,$1,416,000, compared to$2,290,000$2,036,000 for thesix monthsquarter endedMarchJune31,30, 2025. Interest and dividend income, net of fees, was$2,288,000$1,176,000forin thesix monthsquarter endedMarchJune31,30,2026,2026 as compared to$2,147,000$1,142,000forin thesix monthsquarter endedMarchJune31,30, 2025. Theincrease in interest and dividend income,netof fees, for the six months ended March 31, 2026, was primarily due to higher rates earned on fixed income investments and higher cash balances. Netrealized and unrealized gains on marketable securities were$199,000$241,000 for thesix monthsquarter endedMarchJune31,30, 2026, compared to$143,000net realized and unrealized gains of $894,000 for thesix monthsquarter endedMarchJune31,30, 2025. The decline in net realized and unrealized gains was due to slightly higher interest rates.
“For the quarter ended March 31, 2026, the Company had net other income of $937,000, compared to $1,756,000 for the quarter ended March 31, 2025. Interest and dividend income, net of fees, was $1,111,000 in the quarter ended March 31, 2026, compared to $1,158,000 in the quarter ended March 31, 2025. The net realized and unrealized losses on marketable securities were $174,000 for the quarter ended March 31, 2026, compared to net realized and unrealized gains of $598,000 for the quarter ended March 31, 2025. …”see in full comparison
see in full comparisonWeThemanufactureCompanyourmanufactures equipment domestically with a fraction ofoursales exported to neighboring countries. The current U.S. Presidential administration has implemented tariffs on certain countriesto whichwhere the Company hassales and has threatened tariffs on a variety of other counties.sales. Also, some of the partswetheprocureCompany procures are sourced from countries subject to the recent tariffs. It is not known whether any additional costs will be passed onto customers. Ifwethe Company cannot pass additional costs onto customers, then this could negatively affectourrevenues, cash flows, and financial position.
Full comparison: every changed paragraph (41)
For information concerning these factors and related matters, see the following sections of the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025: (a) Part I, Item 1A, “Risk Factors” and (b) Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”;, however, other factors besides those referenced could adversely affect the Company’s results, and you should not consider any such list of factors to be a complete set of all potential risks or uncertainties. Any forward-looking statements made by the Company herein speak as of the date of this Quarterly Report. The Company does not undertake to update any forward-looking statement, except as required by law.
Gencor Industries is a leading manufacturer of heavy machinery used in the production of highway construction equipment and materials and environmental control equipment. The Company’s core products include asphalt pavers, hot mix asphalt plants, combustion systems, fluid heat transfer systems, and asphalt pavers. The Company’s products are manufactured at three facilities in the United States.
On November 15, 2021, President Biden signed into law a five-year, $1.2 trillion infrastructure bill, the Infrastructure Investment and Jobs Act (the “IIJAIIJ Act”), including $550 billion in new spending and reauthorization of $650 billion in previously allocated funds. The IIJAIIJ Act provides $110 billion for the nation’s highways, bridges and roads. The IIJAIIJ Act is scheduled to expire on September 30, 2026. If Congress does not reauthorize or fully fund the IIJA when it expires at the end of fiscal year 2026, demand for our products could decline.
WeThe manufactureCompany ourmanufactures equipment domestically with a fraction of our sales exported to neighboring countries. The current U.S. Presidential administration has implemented tariffs on certain countries to whichwhere the Company has sales and has threatened tariffs on a variety of other counties.sales. Also, some of the parts wethe procureCompany procures are sourced from countries subject to the recent tariffs. It is not known whether any additional costs will be passed onto customers. If wethe Company cannot pass additional costs onto customers, then this could negatively affect our revenues, cash flows, and financial position.
In February 2026, the U.S. Supreme Court issued a ruling invalidating tariffs previously imposed under the International Emergency Economic Powers Act (“IEEPA”). As a result of this ruling, the U.S. Court of International Trade issued an order directing the U.S. Customs and Border Protection (“CBP”) agency to begin formalizing a process for refunds. The CBP launched an online portal that can be used to submit IEEPA tariff refund requests. The ultimate recoverability, timing and amount of any potential refunds of IEEPA tariffs remains uncertain and subject to further legal, regulatory and administrative developments. As of March 31, 2026, the Company has not recorded any potential impact associated with such refunds, but will continue to monitor these developments and their potential impact.
Concerns over inflation, geopolitical issues and global financial markets have led to increased economic instability and expectations of slower economic growth. OurThe businessCompany may be adversely affected by any such economic instability or unpredictability. 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. 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, conflicts and/or tensions involving Russia, Ukraine, Israel, Iran, the U.S., Greenland, and various countries,other countries in South America, Europe and the Middle East, may cause increased inflation in energy and logistics costs and could further cause general economic conditions in the U.S. or abroad to deteriorate. There is a risk that one or more of our suppliers could be negatively affected by global economic instability, which could adversely affect our ability to operate efficiently and timely complete our operational goals. As of the date of this Quarterly Report, the Company’s operations have not been significantly impacted.
Quarter Ended MarchJune 31,30, 2026 versus MarchJune 31,30, 2025
Net revenue for the quarter ended MarchJune 31,30, 2026 was $33,799,000$33,805,000 compared with $38,204,000$26,986,000 net revenue for the quarter ended MarchJune 31,30, 2025. The decreaseincrease in net revenue was primarily due to loweran increase in contract equipment revenues recognized over time and associated freight revenue, which resulted from the timing of orders and shipments. As a percentage of net revenue, gross profit margins increased 200 basis points to 31.7% in the quarter ended March 31, 2026, compared to 29.7% in the quarter ended March 31, 2025.revenue.
Product engineering and development expenses decreased $52,000 to $629,000 for the quarter ended March 31, 2026, as compared to $681,000 for the quarter ended March 31, 2025 primarily due to lower headcount. Selling, general and administrative (“SG&A”) expenses increased $1,651,000 to $5,843,000 for the quarter ended March 31, 2026, compared to $4,192,000 for the quarter ended March 31, 2025 due to higher trade show expenses. In the quarter ended March 31, 2026 Gencor incurred trade show expenses of $3,525,000 compared with $345,000 in the quarter ended March 31, 2025.
Operating income decreased 34.6%, or $2,244,000, from $6,480,000 for the quarter ended March 31, 2025 compared with $4,236,000 for the quarter ended March 31, 2026, due to higher trade show expenses. Operating margin was 12.5% for the quarter ended March 31, 2026 compared with 17.0% for the quarter ended March 31, 2025.
For the quarter ended March 31, 2026, the Company had net other income of $937,000, compared to $1,756,000 for the quarter ended March 31, 2025. Interest and dividend income, net of fees, was $1,111,000 in the quarter ended March 31, 2026, compared to $1,158,000 in the quarter ended March 31, 2025. The net realized and unrealized losses on marketable securities were $174,000 for the quarter ended March 31, 2026, compared to net realized and unrealized gains of $598,000 for the quarter ended March 31, 2025. The decline in net realized and unrealized gains was due to slightly higher interest rates on longer duration bonds that caused a decline in value.
The effective income tax rate for both the quarters ended March 31, 2026 and March 31, 2025 was 26% based on the expected annual effective income tax rate.
Net income for the quarter ended March 31, 2026 decreased $2,252,000 or 37.0% to $3,843,000, or $0.26 basic and diluted net income per common share, from $6,095,000, or $0.42 basic and diluted net income per common share, for the quarter ended March 31, 2025. The lower net income resulted primarily from the higher trade show expenses, lower net revenues and net non-operating income, partially offset by improved gross margins.
Six Months Ended March 31, 2026 versus March 31, 2025
Net revenue for the six months ended March 31, 2026 and 2025 was $57,376,000 and $69,620,000, respectively, a decrease of $12,244,000 or 17.6%. The decrease was primarily in contract equipment sales and was due primarily to uncertainty around replacement of the current Federal infrastructure spending bill which is scheduled to expire on September 30, 2026.
GrossAs a percent of net revenue, gross profit margins increased 140 basis points to 30.4%27.9% forin the six monthsquarter ended MarchJune 31,30, 20262026, fromcompared 28.8%to for26.5% in the six monthsquarter ended MarchJune 31,30, 2025.
Product engineering and development expenses decreased $61,000 to $680,000 for the quarter ended June 30, 2026, as compared to $741,000 for the quarter ended June 30, 2025 due to lower headcount. Selling, general and administrative (“SG&A”) expenses decreased $313,000 to $2,952,000 for the quarter ended June 30, 2026, compared to $3,265,000 for the quarter ended June 30, 2025 primarily due to reduced professional services expenses.
ProductOperating engineering and development expensesincome increased $30,00085.0%, toor $1,387,000$2,665,000, from $3,137,000 for the six monthsquarter ended MarchJune 31,30, 2026, compared2025 to $1,357,000$5,802,000 for the six monthsquarter ended MarchJune 31,30, 2025.2026, primarily due to higher gross profits and lower SG&A expensesexpenses. increasedOperating $1,179,000margin towas $8,739,00017.2% for the six monthsquarter ended MarchJune 31,30, 2026,2026 compared towith $7,560,00011.6% for the six monthsquarter ended MarchJune 31,30, 2025, increased trade show expenses.2025.
The Company had operating income of $7,337,000 for the six months ended March 31, 2026, compared to $11,104,000 for the six months ended March 31, 2025. The decrease in operating income was primarily due to higher trade show expenses, lower net revenue, partially offset by increased gross margins.
For the six monthsquarter ended MarchJune 31,30, 2026, the Company had net other income of $2,487,000,$1,416,000, compared to $2,290,000$2,036,000 for the six monthsquarter ended MarchJune 31,30, 2025. Interest and dividend income, net of fees, was $2,288,000$1,176,000 forin the six monthsquarter ended MarchJune 31,30, 2026,2026 as compared to $2,147,000$1,142,000 forin the six monthsquarter ended MarchJune 31,30, 2025. The increase in interest and dividend income, net of fees, for the six months ended March 31, 2026, was primarily due to higher rates earned on fixed income investments and higher cash balances. Net realized and unrealized gains on marketable securities were $199,000$241,000 for the six monthsquarter ended MarchJune 31,30, 2026, compared to $143,000net realized and unrealized gains of $894,000 for the six monthsquarter ended MarchJune 31,30, 2025. The decline in net realized and unrealized gains was due to slightly higher interest rates.
The Company’s effective income tax rate was reduced to 21% for both the six month periodsquarter ended MarchJune 31,30, 2026 and March 31, 2025 was 26%2026, based on thean expected annual effective income tax rate.rate of 24%, compared to prior income tax rate of 26% for the quarter ended June 30, 2025, Net income for the six monthsquarter ended MarchJune 31,30, 2026 wasincreased $7,285,000,$1,855,000, or $0.5048.5%, to $5,683,000, or $0.39 basic and diluted net income per common share, comparedfrom to $9,912,000,$3,828,000, or $0.68$0.26 basic and diluted net income per common shareshare, for the six monthsquarter ended MarchJune 31,30, 2025. The lowerhigher net income and earnings per share resulted primarily from the impact of higher tradenet showrevenues, expensesimproved margins and lower SG&A expenses, offset by lower net revenue.non-operating income.
Nine Months Ended June 30, 2026 versus June 30, 2025
Net revenue for the nine months ended June 30, 2026 and 2025 were $91,180,000 and $96,606,000, respectively. The decrease of $5,426,000, or 5.6%, was primarily due to delayed timing of orders in the quarters ended December 31, 2025 and March 31, 2026.
As a percentage of net revenue, gross profit margins increased to 29.5% for the nine months ended June 30, 2026 from 28.1% for the nine months ended June 30, 2025.
Product engineering and development expenses decreased $32,000 to $2,067,000 for the nine months ended June 30, 2026, compared to $2,099,000 for the nine months ended June 30, 2025. SG&A expenses increased $868,000 to $11,692,000 for the nine months ended June 30, 2026, compared to $10,824,000 the nine months ended June 30, 2025, primarily due to higher trade show expenses incurred during the quarter ended March 31, 2026, as previously disclosed, partially offset by a decrease in professional fees.
The Company had operating income of $13,137,000 for the nine months ended June 30, 2026, compared to $14,241,000 for the nine months ended June 30, 2025. The decrease in operating income was due to lower net revenue in the quarters ended December 31, 2025 and March 31, 2026, respectively and higher SG&A expenses in the quarter ended March 31, 2026, primarily due to higher trade show expenses.
For the nine months ended June 30, 2026, the Company had net other income of $3,903,000 compared to $4,326,000 for the nine months ended June 30, 2025. Interest and dividend income, net of fees, was $3,464,000 for the nine months ended June 30, 2026, as compared to $3,289,000 for the nine months ended June 30, 2025. The increase in interest and dividend income, net of fees, for the nine months ended June 30, 2026, was primarily due to higher rates earned on fixed income investments and higher cash balances. Net realized and unrealized gains on marketable securities were $439,000 for the nine months ended June 30, 2026, compared to $1,037,000 for the nine months ended June 30, 2025.
The Company’s effective income tax rate was reduced to 24% for the quarter ended June 30, 2026, based on an expected annual effective income tax rate of 24%, compared to the prior income tax rate of 26% for the nine months ended June 30, 2025.
Net income for the nine months ended June 30, 2026 was $12,965,000, or $0.89 basic and diluted net income per common share, compared to $13,740,000, or $0.94 basic and diluted net income per common share for the nine months ended June 30, 2025. The lower net income and earnings per share resulted primarily from the impact of reduced net revenue in the quarters ended December 31, 2025 and March 31, 2026, respectively.
The Company generates capital resources through operations and returns on its investments.investments, Weand we believe these sources of capital will satisfy our liquidity needs in both the short and long term.
The Company had no long-term or short-term debt outstanding at MarchJune 31,30, 2026 or September 30, 2025. In April 2020, a financial institution issued an irrevocable standby letter of credit (“letter of credit”) on behalf of the Company for the benefit of one of the Company’s insurance carriers. The maximum amount that can be drawn by the beneficiary under the letter of credit is $150,000. The letter of credit expires in March 2027, unless terminated earlier, and can be extended, as provided by the agreement. The Company intends to renew the letter of credit for as long as the Company does business with the beneficiary insurance carrier. The letter is collateralized by restricted cash of the same amount on any outstanding drawings. To date, no amounts have been drawn under the letter of credit.
As of MarchJune 31,30, 2026, the Company had $43,464,000$26,258,000 in cash and cash equivalents, and $111,670,000$137,911,000 in marketable securities, including $5,849,000$6,335,000 in equities, $28,960,000$28,723,000 in corporate bonds, $12,137,000$12,623,000 in exchange-traded funds, $4,150,000$2,737,000 in mutual funds, $54,636,000$86,480,000 in government securities, and $5,938,000$1,013,000 in cash and money funds. The marketable securities are invested through a professional investment management firm. These securities may be liquidated at any time into cash and cash equivalents.
The Company’s backlog was $60.5$79.2 million at MarchJune 31,30, 2026 compared to $27.8$26.2 million at MarchJune 31,30, 2025. The Company’s net working capital (defined as current assets less current liabilities) was $205.2$211.3 million at MarchJune 31,30, 2026 and $197.7 million at September 30, 2025. Cash flows provided by operating activities during the sixnine months ended MarchJune 31,30, 2026 waswere $18,029,000.$1,369,000. Contract assets decreased $4,656,000$5,811,000 and contract liabilities increased $1,233,000$2,825,000 with the timing of inventory build, customer payments and percentage of completion recognition on plant sales where revenue is recognized over time. Marketable securities increased $1,956,000$28,197,000 due to neta unrealized$25,000,000 lossestransfer offrom $340,000,operating andcash netto realized gains and interest earned on corporate bonds and U.S. treasuries of $2,296,000.investments. Inventories decreased $2,432,000$6,518,000 during the nine months ended June 30, 2026, due to paver sales and the completion and shipment on several large contract orders.orders where revenue is recognized at a point in time. Prepaid expenses increased $1,768,000$1,162,000 reflecting prepayments of insurance premiums to be amortized over fiscal 2026 and prepaid income taxes. Accounts payable increased $2,992,000$1,765,000 reflecting primarily open payables relateddue to the March 2026 ConExpo Con/Agg trade show and the timing of purchase order receipts. Customer deposits increaseddecreased $3,216,000$861,000 reflecting progressdown payments and final payments on contract equipment sales where revenues are recognized at a point in timejobs that have not yet shipped ascomplete wellduring asthe initialnine depositsmonths onended contractJune equipment30, sales where revenues are recognized overtime but manufacturing is yet to begin.2026.
Cash flows used in investing activities for the sixnine months ended MarchJune 31,30, 2026 of $1,152,000$1,698,000 were related to capital expenditures, primarily for building additions and improvements, and capital equipment.
The Company believes the following discussion addresses its most critical accounting policies, which are those that are most important to the portrayal of the financial condition and results of operations and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Accounting policies, in addition to the critical accounting policies referenced below, are presented in Note 1 to the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025, “Nature of Operations and Summary of Significant Accounting Policies.” There were no material changes to the accounting policies during the sixnine months ended MarchJune 31,30, 2026.
The Company recognizes revenue under ASU 2014-09, Revenue from Contracts with Customers (Topic 606).
The Company recognizes revenue under ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). Revenues from contracts with customers for the design, manufacture and sale of custom equipment are recognized over time when the performance obligation is satisfied by transferring control of the equipment. Control of the equipment transfers over time, as the equipment is unique to the specific contract and thus does not create an asset with an alternative use to the Company. Revenues and costs are recognized in proportion to actual labor costs incurred, as compared with total estimated labor costs expected to be incurred, during the entire contract. All incremental costs related to obtaining a contract are expensed as incurred, as the amortization period is less than one year. Changes to total estimated contract costs or losses, if any, are recognized in the period in which they are determined.
Contract assets (excluding accounts receivable) under contracts with customers represent revenue recognized in excess of amounts billed on equipment sales recognized over time. These contract assets were $7,552,000$6,397,000 and $12,208,000 at MarchJune 31,30, 2026 and September 30, 2025, respectively, and are included in current assets on the Company’s condensed consolidated balance sheets. Contract liabilities (excluding customer deposits) under contracts with customers represent amounts billed in excess of revenue recognized on equipment sales recognized over time. These contract liabilities were $1,233,000$2,825,000 at June 30, 2026, and zerothere were no contract liabilities at MarchSeptember 31,30, 2025. Contract liabilities are included in current liabilities on the Company’s condensed consolidated balance sheets. Customer deposits related to contracts with customers were $3,028,000 and $3,889,000 at June 30, 2026 and September 30, 2025, respectively, and are included in current liabilities on the Company’s condensed consolidated balance sheets. The Company anticipates that all of the contract assets at March 31, 2026, will be billed and collected within one year.
Payment for equipment under contract with customers is typically due prior to shipment. Payment for services under contract with customers is due as services are completed. Accounts receivable related to contracts with customers for equipment sales were $126,000$92,000 and $80,000 at MarchJune 31,30, 2026 and September 30, 2025, respectively.
Under certain contracts with customers, recognition of a portion of the consideration received may be deferred and recorded as a contract liability if the Company has to satisfy a future obligation, such as to provide installation assistance. There were no such contract liabilities at March 31, 2026 and September 30, 2025. Customer deposits related to contracts with customers were $7,105,000 and $3,889,000 at March 31, 2026 and September 30, 2025, respectively, and are included in current liabilities on the Company’s condensed consolidated balance sheets.
Property and equipment and intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset (or asset group) may not be recoverable. An impairment loss would be recognized when the carrying amount of an asset exceeds the estimated undiscounted cash flows expected to result from the use of the asset and its eventual disposition. The amount of the impairment loss to be recorded is calculated by the excess over its fair value of the asset’s carrying value. Fair value is generally determined using a discounted cash flow analysis. There were no impairment losses in the sixnine months ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025.
GENC insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-05-01 | Elliott Marc G |
Gift | 2,022,477 | — | — |
| 2026-05-01 | Elliott Marc G |
Gift | 1,518,828 | — | — |
| 2026-05-01 | Elliott Marc G |
Gift | 2,022,477 | — | — |
Well-known investors holding GENC (13F)
None of the 59 investors we track reported a position in their latest 13F.