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UNITED
UNITED STATES
STATES
SECURITIES
SECURITIES AND
AND EXCHANGE
EXCHANGE COMMISSION
COMMISSION
Washington,
Washington, D.C.
D.C. 20549
20549
FORM
FORM 10
10        K
K


ANNUAL
ANNUAL REPORT
REPORT PURSUANT
PURSUANT TO
TO SECTION
SECTION 13
13 OR
OR 15(d)
15(d) OF
OF THE
THE SECURITIES
SECURITIES EXCHANGE
EXCHANGE ACT
ACT OF
OF 1934
1934


TRANSITION
TRANSITION REPORT
REPORT PURSUANT
PURSUANT TO
TO SECTION
SECTION 13
13 OR
OR 15(d)
15(d) OF
OF THE
THE SECURITIES
SECURITIES EXCHANGE
EXCHANGE ACT
ACT OF
OF 1934
1934
For
For the
the Fiscal
Fiscal Year
Year Ended
Ended September
September 30,
30, 2024
2024
Commission
Commission File
File No.
No. 001-11703
001-11703
GENCOR INDUSTRIES, INC.
(Exact
(Exact name
name of
of registrant
registrant as
as specified
specified in
in its
its charter)
charter)
Delaware
Delaware
(State
(State or
or other
other jurisdiction
jurisdiction of
of
incorporation
incorporation or
or organization)
organization)
59-0933147
59-0933147
(I.R.S.
(I.R.S. Employer
Employer
Identification
Identification No.)
No.)
5201
5201 North
North Orange
Orange Blossom
Blossom Trail
Trail
Orlando,
Orlando, Florida
Florida 32810
32810
(Address
(Address of
of principal
principal executive
executive offices,
offices, including
including zip
zip code)
code)
Registrant   s
Registrant   s telephone
telephone number,
number, including
including area
area code:
code: (407)
(407) 290-6000
290-6000
SECURITIES
SECURITIES REGISTERED
REGISTERED PURSUANT
PURSUANT TO
TO SECTION
SECTION 12(b)
12(b) OF
OF THE
THE ACT:
ACT:
Trading
Name
Trading
Name of
of Each
Each Exchange
Exchange
Symbol
on
Symbol (s)
(s)
on which
which Registered
Registered
Common
GENC
NYSE
Common Stock
Stock ($.10
($.10 Par
Par Value)
Value)
GENC
NYSE American
American LLC
LLC
SECURITIES
SECURITIES REGISTERED
REGISTERED PURSUANT
PURSUANT TO
TO SECTION
SECTION 12(g)
12(g) OF
OF THE
THE ACT:
ACT: None
None
Title
Title of
of Each
Each Class
Class
Indicate
Indicate by
by check
check mark
mark ifif the
the registrant
registrant isis aa well-known
well-known seasoned
seasoned issuer,
issuer, as
as defined
defined in
in Rule
Rule 405
405 of
of the
the Securities
Securities Act
Act    
    Yes
Yes    
    No
No
Indicate
Indicate by
by check
check mark
mark ifif the
the registrant
registrant isis not
not required
required to
to file
file reports
reports pursuant
pursuant to
to Section
Section 13
13 or
or Section
Section 15(d)
15(d) of
of the
the Act
Act    
    Yes
Yes    
    No
No
Indicate
Indicate by
by check
check mark
mark whether
whether the
the registrant
registrant (1)
(1) has
has filed
filed all
all reports
reports required
required to
to be
be filed
filed by
by Section
Section 13
13 or
or 15(d)
15(d) of
of the
the Securities
Securities Exchange
Exchange Act
Act of
of 1934
1934 during
during the
the
preceding
preceding 12
12 months
months (or
(or for
for such
such shorter
shorter period
period that
that the
the registrant
registrant was
was required
required to
to file
file such
such reports),
reports), and
and (2)
(2) has
has been
been subject
subject to
to such
such filing
filing requirements
requirements for
for the
the past
past 90
90
days.
days.    
    Yes
Yes    
    No
No
Indicate
Indicate by
by check
check mark
mark whether
whether the
the registrant
registrant has
has submitted
submitted electronically
electronically every
every Interactive
Interactive Data
Data File
File required
required to
to be
be submitted
submitted pursuant
pursuant to
to Rule
Rule 405
405 of
of Regulation
Regulation S-T
S-T
(   232.405
232.405 of
of this
this chapter)
chapter) during
during the
the preceding
preceding 12
12 months
months (or
(or for
for such
such shorter
shorter period
period that
that the
the registrant
registrant was
was required
required to
to submit
submit such
such files).
files).    
    Yes
Yes    
    No
No
Indicate
Indicate by
by check
check mark
mark whether
whether the
the registrant
registrant isis aa large
large accelerated
accelerated filer,
filer, an
an accelerated
accelerated filer,
filer, aa non-accelerated
non-accelerated filer,
filer, aa smaller
smaller reporting
reporting company,
company, or
or an
an emerging
emerging
growth
growth company.
company. See
See the
the definitions
definitions of
of    large
   large accelerated
accelerated filer,   
filer,       accelerated
   accelerated filer,   
filer,       smaller
   smaller reporting
reporting company,   
company,    and
and    emerging
   emerging growth
growth company   
company    in
in Rule
Rule 12b-2
12b-2 of
of
the
the Exchange
Exchange Act:
Act:
Large
Large Accelerated
Accelerated Filer
Filer
Non-Accelerated
Non-Accelerated Filer
Filer


Accelerated
Accelerated Filer
Filer


Smaller
Smaller Reporting
Reporting Company
Company



Emerging
Emerging Growth
Growth Company
Company
IfIf an
an emerging
emerging growth
growth company,
company, indicate
indicate by
by check
check mark
mark ifif the
the registrant
registrant has
has elected
elected not
not to
to use
use the
the extended
extended transition
transition period
period for
for complying
complying with
with any
any new
new or
or revised
revised
financial
financial accounting
accounting standards
standards provided
provided pursuant
pursuant to
to Section
Section 13(a)
13(a) of
of the
the Exchange
Exchange Act.
Act.    
Indicate
Indicate by
by check
check mark
mark whether
whether the
the registrant
registranthas
has filed
filed aa report
report on
on and
and attestation
attestation to
to its
its management   s
management   sassessment
assessment of
ofthe
the effectiveness
effectiveness of
of its
its internal
internalcontrol
control over
over financial
financial
reporting
reporting under
under Section
Section 404(b)
404(b) of
of the
the Sarbanes-Oxley
Sarbanes-Oxley Act
Act (15
(15 U.S.C.
U.S.C.7262(b))
7262(b))by
by the
the registered
registered public
public accounting
accounting firm
firm that
that prepared
prepared or
or issued
issued its
its audit
auditreport.
report.    
IfIf securities
securities are
are registered
registered pursuant
pursuant to
to Section
Section 12(b)
12(b) of
of the
the Act,
Act, indicate
indicate by
by check
check mark
mark whether
whether the
the financial
financial statements
statements of
of the
the registrant
registrant included
included in
in the
the filing
filing reflect
reflect the
the
correction
correction of
of an
an error
error to
to previously
previously issued
issued financial
financial statements.
statements.    
Indicate
Indicate by
by check
check mark
mark whether
whether any
any of
of those
those error
error corrections
corrections are
are restatements
restatements that
that required
required aa recovery
recovery analysis
analysis of
of incentive-based
incentive-based compensation
compensation received
received by
by any
any of
of the
the
registrant   s
registrant   s executive
executive officers
officers during
during the
the relevant
relevant recovery
recovery period
period pursuant
pursuant to
to   240.10D-1(b).
  240.10D-1(b).    

Indicate
Indicate by
by check
check mark
mark whether
whether the
the registrant
registrant isis aa shell
shell company
company (as
(as defined
defined in
in Rule
Rule 12b-2
12b-2 of
of the
the Exchange
Exchange Act).
Act).    
    Yes
Yes    
    No
No
State
State the
the aggregate
aggregate market
market value
value of
of the
the voting
voting and
and non-voting
non-voting common
common equity
equity held
held by
by non-affiliates
non-affiliates computed
computed by
by reference
reference to
to the
the price
price at
at which
which the
the common
common equity
equity
was
was last
last sold,
sold, or
or the
the average
average bid
bid and
and asked
asked price
price of
of such
such common
common equity,
equity, as
as of
of the
the last
last business
business day
day of
of the
the registrant   s
registrant   s most
most recently
recently completed
completed second
second fiscal
fiscal quarter:
quarter:
$160,204,000.
$160,204,000.
Indicate
Indicate the
the number
number of
of shares
shares outstanding
outstanding of
of each
each of
of the
the registrant   s
registrant   s classes
classes of
of Common
Common Stock,
Stock, as
as of
of the
the latest
latest practicable
practicable date.
date. As
As of
of June
June 25,
25, 2025:
2025:
Common
Common Stock
Stock ($.10
($.10 par
par value):
value): 12,338,845
12,338,845 shares
shares
Class
Class BB Stock
Stock ($.10
($.10 par
par value):
value): 2,318,857
2,318,857 shares
shares
DOCUMENTS
DOCUMENTS INCORPORATED
INCORPORATED BY
BY REFERENCE
REFERENCE
None.
None.
11
EXPLANATORY NOTE
On November 1, 2024, we were notified that MSL, P.A. (   MSL   ), our previous independent registered public accounting firm,
entered into a transaction with Forvis Mazars, LLP (   Forvis Mazars   ), whereby substantially all of the partners and employees of
MSL joined Forvis Mazars. As a result, on the effective date of November 1, 2024, our Audit Committee dismissed MSL and
appointed Forvis Mazars to serve as our independent registered public accounting firm. The change in our independent registered
public accounting firm subsequent to our year-end resulted in the need for additional time for us to coordinate the completion of the
audit of the financial statements for the year ended September 30, 2024 and the audit of internal control over financial reporting as of
September 30, 2024 (the    2024 Audit   ).
Due to the delay in the completion of the 2024 Audit we determined that we were unable to file our Annual Report on Form 10-K for
the fiscal year ended September 30, 2024 (the    2024 Annual Report   ) within the time period prescribed.
Additionally, we dismissed Forvis Mazars as our independent registered public accounting firm on February 13, 2025 and engaged
Berkowitz Pollack Brant Advisors + CPAs (   BPB   ) as our new independent registered public accounting firm on February 20, 2025.
The engagement of BPB resulted in the need for additional time for the Company to coordinate the completion of the 2024 Audit, the
2024 Annual Report and the Quarterly Reports on Form 10-Q for the quarterly periods ended December 31, 2024 and March 31, 2025.
Due to the delays discussed above, we were unable to timely file our 2024 Annual Report and Quarterly Reports on Form 10-Q for the
quarterly periods ended December 31, 2024 and March 31, 2025, as required under the NYSE American LLC (   NYSE American   )
continued listing standards. NYSE Regulation (   NYSE   ) informed us that, under the rules of the NYSE American, we have an initial
six-month period from the 2024 Annual Report filing due date of December 31, 2024, to regain compliance with the NYSE American
continued listing standards by filing all delinquent reports with the SEC, allowing us to file the delinquent reports, including this 2024
Annual Report, by June 30, 2025.
On June 10, 2025, we submitted an extension request to the NYSE, requesting additional time to regain compliance with the NYSE
American continued listing standards. While we are filing this 2024 Annual Report within the initial six-month period granted by the
initial delinquency notice, we requested the extension to allow the Company 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 us that it accepted our extension request, allowing us to submit our delinquent reports by August 19, 2025.
2
Introductory Note: Caution Concerning Forward-Looking Statements
This Annual Report on Form 10-K (this    Annual Report   ) and the Company   s other communications and statements may contain
certain    forward-looking statements    within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended (the    Exchange Act   ), including statements about the Company   s beliefs, plans,
objectives, goals, expectations, estimates, projections and intentions. These statements are subject to significant risks and uncertainties
and are subject to change based on various factors, many of which are beyond the Company   s control. The Company   s actual results
may differ materially from those set forth in the Company   s forward-looking statements depending on a variety of important factors,
including the financial condition of the Company   s customers, changes in the economic and competitive environments, demand for
the Company   s products and the timing and consequences of the delays in the Company   s regaining compliance with its SEC filing
obligations. In addition, the impact of (i) the U.S. government   s recent tariff announcements, (ii) the invasion by Russia into Ukraine,
and (iii) the conflict between Israel and Hamas, including hostilities involving Iran, as well as actions taken by other countries,
including the U.S., in response to such tariff announcements and conflicts, could result in a disruption in our supply chain and higher
costs of our products. The words    may,       could,       should,       would,       believe,       anticipate,       estimate,       expect,       intend,       plan,   
   target,       goal,    and similar expressions are intended to identify forward-looking statements.
For information concerning these factors and related matters, see    Risk Factors    in Part I, Item 1A in this Annual Report, and
   Management   s Discussion and Analysis of Financial Condition and Results of Operations    in Part II, Item 7 in this Annual Report.
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 Annual Report. The Company does not undertake to update any forward-looking statement, except as
required by law.
31
 • shareholder letter icon 8/25/2025 Letter Continued (Full PDF)
 • stockholder letter icon 1/25/2024 GENC Stockholder Letter
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 • Benford's Law Stocks icon GENC Benford's Law Stock Score = 81


GENC Shareholder/Stockholder Letter Transcript:



UNITED
UNITED STATES
STATES
SECURITIES
SECURITIES AND
AND EXCHANGE
EXCHANGE COMMISSION
COMMISSION
Washington,
Washington, D.C.
D.C. 20549
20549
FORM
FORM 10
10        K
K


ANNUAL
ANNUAL REPORT
REPORT PURSUANT
PURSUANT TO
TO SECTION
SECTION 13
13 OR
OR 15(d)
15(d) OF
OF THE
THE SECURITIES
SECURITIES EXCHANGE
EXCHANGE ACT
ACT OF
OF 1934
1934


TRANSITION
TRANSITION REPORT
REPORT PURSUANT
PURSUANT TO
TO SECTION
SECTION 13
13 OR
OR 15(d)
15(d) OF
OF THE
THE SECURITIES
SECURITIES EXCHANGE
EXCHANGE ACT
ACT OF
OF 1934
1934
For
For the
the Fiscal
Fiscal Year
Year Ended
Ended September
September 30,
30, 2024
2024
Commission
Commission File
File No.
No. 001-11703
001-11703
GENCOR INDUSTRIES, INC.
(Exact
(Exact name
name of
of registrant
registrant as
as specified
specified in
in its
its charter)
charter)
Delaware
Delaware
(State
(State or
or other
other jurisdiction
jurisdiction of
of
incorporation
incorporation or
or organization)
organization)
59-0933147
59-0933147
(I.R.S.
(I.R.S. Employer
Employer
Identification
Identification No.)
No.)
5201
5201 North
North Orange
Orange Blossom
Blossom Trail
Trail
Orlando,
Orlando, Florida
Florida 32810
32810
(Address
(Address of
of principal
principal executive
executive offices,
offices, including
including zip
zip code)
code)
Registrant   s
Registrant   s telephone
telephone number,
number, including
including area
area code:
code: (407)
(407) 290-6000
290-6000
SECURITIES
SECURITIES REGISTERED
REGISTERED PURSUANT
PURSUANT TO
TO SECTION
SECTION 12(b)
12(b) OF
OF THE
THE ACT:
ACT:
Trading
Name
Trading
Name of
of Each
Each Exchange
Exchange
Symbol
on
Symbol (s)
(s)
on which
which Registered
Registered
Common
GENC
NYSE
Common Stock
Stock ($.10
($.10 Par
Par Value)
Value)
GENC
NYSE American
American LLC
LLC
SECURITIES
SECURITIES REGISTERED
REGISTERED PURSUANT
PURSUANT TO
TO SECTION
SECTION 12(g)
12(g) OF
OF THE
THE ACT:
ACT: None
None
Title
Title of
of Each
Each Class
Class
Indicate
Indicate by
by check
check mark
mark ifif the
the registrant
registrant isis aa well-known
well-known seasoned
seasoned issuer,
issuer, as
as defined
defined in
in Rule
Rule 405
405 of
of the
the Securities
Securities Act
Act    
    Yes
Yes    
    No
No
Indicate
Indicate by
by check
check mark
mark ifif the
the registrant
registrant isis not
not required
required to
to file
file reports
reports pursuant
pursuant to
to Section
Section 13
13 or
or Section
Section 15(d)
15(d) of
of the
the Act
Act    
    Yes
Yes    
    No
No
Indicate
Indicate by
by check
check mark
mark whether
whether the
the registrant
registrant (1)
(1) has
has filed
filed all
all reports
reports required
required to
to be
be filed
filed by
by Section
Section 13
13 or
or 15(d)
15(d) of
of the
the Securities
Securities Exchange
Exchange Act
Act of
of 1934
1934 during
during the
the
preceding
preceding 12
12 months
months (or
(or for
for such
such shorter
shorter period
period that
that the
the registrant
registrant was
was required
required to
to file
file such
such reports),
reports), and
and (2)
(2) has
has been
been subject
subject to
to such
such filing
filing requirements
requirements for
for the
the past
past 90
90
days.
days.    
    Yes
Yes    
    No
No
Indicate
Indicate by
by check
check mark
mark whether
whether the
the registrant
registrant has
has submitted
submitted electronically
electronically every
every Interactive
Interactive Data
Data File
File required
required to
to be
be submitted
submitted pursuant
pursuant to
to Rule
Rule 405
405 of
of Regulation
Regulation S-T
S-T
(   232.405
232.405 of
of this
this chapter)
chapter) during
during the
the preceding
preceding 12
12 months
months (or
(or for
for such
such shorter
shorter period
period that
that the
the registrant
registrant was
was required
required to
to submit
submit such
such files).
files).    
    Yes
Yes    
    No
No
Indicate
Indicate by
by check
check mark
mark whether
whether the
the registrant
registrant isis aa large
large accelerated
accelerated filer,
filer, an
an accelerated
accelerated filer,
filer, aa non-accelerated
non-accelerated filer,
filer, aa smaller
smaller reporting
reporting company,
company, or
or an
an emerging
emerging
growth
growth company.
company. See
See the
the definitions
definitions of
of    large
   large accelerated
accelerated filer,   
filer,       accelerated
   accelerated filer,   
filer,       smaller
   smaller reporting
reporting company,   
company,    and
and    emerging
   emerging growth
growth company   
company    in
in Rule
Rule 12b-2
12b-2 of
of
the
the Exchange
Exchange Act:
Act:
Large
Large Accelerated
Accelerated Filer
Filer
Non-Accelerated
Non-Accelerated Filer
Filer


Accelerated
Accelerated Filer
Filer


Smaller
Smaller Reporting
Reporting Company
Company



Emerging
Emerging Growth
Growth Company
Company
IfIf an
an emerging
emerging growth
growth company,
company, indicate
indicate by
by check
check mark
mark ifif the
the registrant
registrant has
has elected
elected not
not to
to use
use the
the extended
extended transition
transition period
period for
for complying
complying with
with any
any new
new or
or revised
revised
financial
financial accounting
accounting standards
standards provided
provided pursuant
pursuant to
to Section
Section 13(a)
13(a) of
of the
the Exchange
Exchange Act.
Act.    
Indicate
Indicate by
by check
check mark
mark whether
whether the
the registrant
registranthas
has filed
filed aa report
report on
on and
and attestation
attestation to
to its
its management   s
management   sassessment
assessment of
ofthe
the effectiveness
effectiveness of
of its
its internal
internalcontrol
control over
over financial
financial
reporting
reporting under
under Section
Section 404(b)
404(b) of
of the
the Sarbanes-Oxley
Sarbanes-Oxley Act
Act (15
(15 U.S.C.
U.S.C.7262(b))
7262(b))by
by the
the registered
registered public
public accounting
accounting firm
firm that
that prepared
prepared or
or issued
issued its
its audit
auditreport.
report.    
IfIf securities
securities are
are registered
registered pursuant
pursuant to
to Section
Section 12(b)
12(b) of
of the
the Act,
Act, indicate
indicate by
by check
check mark
mark whether
whether the
the financial
financial statements
statements of
of the
the registrant
registrant included
included in
in the
the filing
filing reflect
reflect the
the
correction
correction of
of an
an error
error to
to previously
previously issued
issued financial
financial statements.
statements.    
Indicate
Indicate by
by check
check mark
mark whether
whether any
any of
of those
those error
error corrections
corrections are
are restatements
restatements that
that required
required aa recovery
recovery analysis
analysis of
of incentive-based
incentive-based compensation
compensation received
received by
by any
any of
of the
the
registrant   s
registrant   s executive
executive officers
officers during
during the
the relevant
relevant recovery
recovery period
period pursuant
pursuant to
to   240.10D-1(b).
  240.10D-1(b).    

Indicate
Indicate by
by check
check mark
mark whether
whether the
the registrant
registrant isis aa shell
shell company
company (as
(as defined
defined in
in Rule
Rule 12b-2
12b-2 of
of the
the Exchange
Exchange Act).
Act).    
    Yes
Yes    
    No
No
State
State the
the aggregate
aggregate market
market value
value of
of the
the voting
voting and
and non-voting
non-voting common
common equity
equity held
held by
by non-affiliates
non-affiliates computed
computed by
by reference
reference to
to the
the price
price at
at which
which the
the common
common equity
equity
was
was last
last sold,
sold, or
or the
the average
average bid
bid and
and asked
asked price
price of
of such
such common
common equity,
equity, as
as of
of the
the last
last business
business day
day of
of the
the registrant   s
registrant   s most
most recently
recently completed
completed second
second fiscal
fiscal quarter:
quarter:
$160,204,000.
$160,204,000.
Indicate
Indicate the
the number
number of
of shares
shares outstanding
outstanding of
of each
each of
of the
the registrant   s
registrant   s classes
classes of
of Common
Common Stock,
Stock, as
as of
of the
the latest
latest practicable
practicable date.
date. As
As of
of June
June 25,
25, 2025:
2025:
Common
Common Stock
Stock ($.10
($.10 par
par value):
value): 12,338,845
12,338,845 shares
shares
Class
Class BB Stock
Stock ($.10
($.10 par
par value):
value): 2,318,857
2,318,857 shares
shares
DOCUMENTS
DOCUMENTS INCORPORATED
INCORPORATED BY
BY REFERENCE
REFERENCE
None.
None.
11

EXPLANATORY NOTE
On November 1, 2024, we were notified that MSL, P.A. (   MSL   ), our previous independent registered public accounting firm,
entered into a transaction with Forvis Mazars, LLP (   Forvis Mazars   ), whereby substantially all of the partners and employees of
MSL joined Forvis Mazars. As a result, on the effective date of November 1, 2024, our Audit Committee dismissed MSL and
appointed Forvis Mazars to serve as our independent registered public accounting firm. The change in our independent registered
public accounting firm subsequent to our year-end resulted in the need for additional time for us to coordinate the completion of the
audit of the financial statements for the year ended September 30, 2024 and the audit of internal control over financial reporting as of
September 30, 2024 (the    2024 Audit   ).
Due to the delay in the completion of the 2024 Audit we determined that we were unable to file our Annual Report on Form 10-K for
the fiscal year ended September 30, 2024 (the    2024 Annual Report   ) within the time period prescribed.
Additionally, we dismissed Forvis Mazars as our independent registered public accounting firm on February 13, 2025 and engaged
Berkowitz Pollack Brant Advisors + CPAs (   BPB   ) as our new independent registered public accounting firm on February 20, 2025.
The engagement of BPB resulted in the need for additional time for the Company to coordinate the completion of the 2024 Audit, the
2024 Annual Report and the Quarterly Reports on Form 10-Q for the quarterly periods ended December 31, 2024 and March 31, 2025.
Due to the delays discussed above, we were unable to timely file our 2024 Annual Report and Quarterly Reports on Form 10-Q for the
quarterly periods ended December 31, 2024 and March 31, 2025, as required under the NYSE American LLC (   NYSE American   )
continued listing standards. NYSE Regulation (   NYSE   ) informed us that, under the rules of the NYSE American, we have an initial
six-month period from the 2024 Annual Report filing due date of December 31, 2024, to regain compliance with the NYSE American
continued listing standards by filing all delinquent reports with the SEC, allowing us to file the delinquent reports, including this 2024
Annual Report, by June 30, 2025.
On June 10, 2025, we submitted an extension request to the NYSE, requesting additional time to regain compliance with the NYSE
American continued listing standards. While we are filing this 2024 Annual Report within the initial six-month period granted by the
initial delinquency notice, we requested the extension to allow the Company 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 us that it accepted our extension request, allowing us to submit our delinquent reports by August 19, 2025.
2

Introductory Note: Caution Concerning Forward-Looking Statements
This Annual Report on Form 10-K (this    Annual Report   ) and the Company   s other communications and statements may contain
certain    forward-looking statements    within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended (the    Exchange Act   ), including statements about the Company   s beliefs, plans,
objectives, goals, expectations, estimates, projections and intentions. These statements are subject to significant risks and uncertainties
and are subject to change based on various factors, many of which are beyond the Company   s control. The Company   s actual results
may differ materially from those set forth in the Company   s forward-looking statements depending on a variety of important factors,
including the financial condition of the Company   s customers, changes in the economic and competitive environments, demand for
the Company   s products and the timing and consequences of the delays in the Company   s regaining compliance with its SEC filing
obligations. In addition, the impact of (i) the U.S. government   s recent tariff announcements, (ii) the invasion by Russia into Ukraine,
and (iii) the conflict between Israel and Hamas, including hostilities involving Iran, as well as actions taken by other countries,
including the U.S., in response to such tariff announcements and conflicts, could result in a disruption in our supply chain and higher
costs of our products. The words    may,       could,       should,       would,       believe,       anticipate,       estimate,       expect,       intend,       plan,   
   target,       goal,    and similar expressions are intended to identify forward-looking statements.
For information concerning these factors and related matters, see    Risk Factors    in Part I, Item 1A in this Annual Report, and
   Management   s Discussion and Analysis of Financial Condition and Results of Operations    in Part II, Item 7 in this Annual Report.
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 Annual Report. The Company does not undertake to update any forward-looking statement, except as
required by law.
31



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