Filing Analysis
Gencor Industries Inc. reports that it has regained compliance with NYSE American listing standards after previously being flagged for failing to timely file its Form 10-Q for the period ended March 31, 2026.
🚩 Red Flags
- Failure to file quarterly reports on time is a primary indicator of internal control weaknesses or financial distress.
- The filing is signed by an 'Interim' Chief Financial Officer, which may suggest management instability.
📋 Key Facts
- The company received a Delinquency Notification from NYSE Regulation on May 19, 2026.
- The non-compliance was due to the failure to file the Q1 2026 Form 10-Q by the May 18, 2026 deadline.
- The company subsequently filed the delinquent Form 10-Q on June 12, 2026.
- On June 15, 2026, the NYSE notified the company that it has regained compliance and will be removed from the late filers' list.
Gencor Industries Inc. filed an 8-K to announce the issuance of a press release regarding its financial results for the second quarter of fiscal 2026.
🚩 Red Flags
- The CFO is listed as 'Interim', which may indicate management instability or a recent departure of the permanent CFO.
📋 Key Facts
- The company issued a press release on June 12, 2026, detailing Q2 2026 financial results.
- The filing was signed by Raymond Cole, who is identified as the Interim Chief Financial Officer.
- The report is filed under Item 2.02 (Results of Operations and Financial Condition) and Item 9.01 (Financial Statements and Exhibits).
Gencor Industries appointed Raymond Cole as Interim Chief Financial Officer on June 1, 2026. Mr. Cole is a former CFO of ECD Automotive Design and will serve on an at-will basis under a consulting agreement.
🚩 Red Flags
- The appointment is for an 'Interim' CFO, which often signals a vacancy created by an abrupt departure or a period of financial instability.
- The CFO is being hired as a consultant on an at-will basis rather than a permanent executive employee.
📋 Key Facts
- Raymond Cole appointed as Interim CFO effective June 1, 2026.
- Compensation is set at $32,500 per month.
- Employment is on an at-will basis via a consulting agreement.
- Mr. Cole's background includes CFO roles at ECD Automotive Design and COO/CFO roles at Empowered Media, LLC.
Gencor Industries received a Delinquency Notification from NYSE American on May 19, 2026, due to the failure to file its Quarterly Report (Form 10-Q) for the period ended March 31, 2026. The company has been granted an initial six-month window to regain compliance, though the exchange reserves the right to begin delisting proceedings sooner.
🚩 Red Flags
- Failure to file mandatory SEC financial reports (Form 10-Q) is a primary indicator of internal control weaknesses or financial distress.
- The company explicitly states there 'can be no assurance' that the Form 10-Q will be filed within the granted six-month period.
- Multiple 8-K items (3.01, 7.01, 9.01) are included in a single filing.
📋 Key Facts
- Notice of non-compliance received from NYSE Regulation on May 19, 2026.
- Cause of delinquency: Failure to file Form 10-Q for the period ended March 31, 2026, by the May 18, 2026 deadline.
- The company has an initial six-month period to regain compliance by filing the delinquent report.
- NYSE may grant an additional six-month extension at its discretion.
- NYSE reserves the right to commence suspension and delisting proceedings at any time.
On May 14, 2026, Eric Mellen, the Chief Financial Officer and Treasurer of Gencor Industries, Inc., notified the company of his decision to retire effective June 10, 2026. The company has initiated a search for a new Chief Financial Officer.
🚩 Red Flags
- Short transition period of less than one month (May 14 to June 10).
- No interim or permanent successor has been named yet, leaving a potential leadership gap.
📋 Key Facts
- Eric Mellen notified the company of his retirement on May 14, 2026.
- His retirement as Chief Financial Officer and Treasurer is effective June 10, 2026.
- The company has begun a search to consider candidates for the CFO role.
Gencor Industries reported a change in control effective May 1, 2026, following an intra-family transfer of membership interests in the entity that holds the company's majority voting power. Marc G. Elliott, the current President and Chairman, assumed control of the general partner of the E.J. Elliott Family Limited Partnership via a gift of interests from E.J. Elliott and others.
🚩 Red Flags
- Extreme concentration of voting power: Marc G. Elliott effectively controls 75% of board seats through Class B shares.
- Dual-class share structure significantly limits the influence of common (minority) shareholders.
📋 Key Facts
- Marc G. Elliott acquired indirect control of the E.J. Elliott Family Limited Partnership (LP) on May 1, 2026.
- The LP beneficially owns 1,518,828 shares (12.3%) of Common Stock and 2,022,477 shares (87.2%) of Class B stock.
- Class B stock holders are entitled to elect 75% of the members of the Board of Directors.
- Marc G. Elliott's deemed beneficial ownership is now 1,787,844 shares (14.5%) of Common Stock and 2,214,757 shares (95.5%) of Class B stock.
- The transfer was executed as a gift for no consideration.
Gencor Industries Inc. reported the results of its Annual Meeting of Stockholders held on April 3, 2026. The meeting resulted in the election of four directors, the ratification of the company's independent auditor, and the approval of a three-year frequency for advisory votes on executive compensation.
📋 Key Facts
- John G. Coburn was elected as a director by holders of Common Stock with 5,451,083 votes in favor.
- Marc G. Elliott, Thomas A. Vecchiolla, and Walter A. Ketcham, Jr. were elected as directors by holders of Class B Stock.
- Carr, Riggs & Ingram, L.L.C. was ratified as the independent registered public accounting firm for the fiscal year ending September 30, 2026.
- A three-year frequency for advisory votes on executive compensation was approved by a significant majority of both Common and Class B stockholders.
- Total voting power consisted of 12,338,845 shares of Common Stock and 2,318,857 shares of Class B Stock.
Gencor Industries, Inc. filed an 8-K to announce the release of its financial results for the first quarter of fiscal 2026.
📋 Key Facts
- The filing was made on February 6, 2026.
- The company issued a press release announcing Q1 fiscal 2026 financial results (Exhibit 99.1).
- Reported by Marc G. Elliott (President and Chairman) and Eric E. Mellen (CFO).
Gencor Industries, Inc. has appointed Carr, Riggs & Ingram, L.L.C. (CRI) as its new independent registered public accounting firm following the acquisition of Berkowitz Pollack Brant Advisors' capital markets practice. This change follows two consecutive years of adverse opinions on internal controls over financial reporting due to material weaknesses in IT general controls.
🚩 Red Flags
- Auditor change following multiple years of material weaknesses in internal controls over financial reporting (ICFR).
- Two consecutive adverse opinions on IT general controls (ITGCs) as disclosed in the 2024 and 2025 Form 10-Ks.
- Material weakness specifically noted in user access, program change management, and segregation of duties.
📋 Key Facts
- New auditor appointed: Carr, Riggs & Ingram, L.L.C. (CRI), effective January 27, 2026.
- Previous auditor Berkowitz Pollack Brant Advisors + CPAs, LLP (BPB) was dismissed following an asset acquisition by CRI.
- The Company received adverse opinions on internal control effectiveness for fiscal years ended September 30, 2024, and September 30, 2025.
- Material weaknesses identified relate to IT general controls (ITGCs), including user access, program change management, and period-end close processes.
- No disagreements with the previous auditor regarding accounting principles or auditing scope were reported.
Gencor Industries, Inc. has announced the scheduling of its 2026 Annual Meeting of Stockholders for April 3, 2026. The company also established a new deadline for stockholder proposals and director nominations due to a change in the meeting date.
🚩 Red Flags
- Meeting date has been changed by more than 30 days from the previous year's meeting, necessitating a new proposal deadline.
📋 Key Facts
- The 2026 Annual Meeting is scheduled for April 3, 2026.
- The record date for stockholders entitled to vote is February 26, 2026.
- The deadline for receiving stockholder proposals under Rule 14a-8 is February 2, 2026.
- The deadline for written notice of proposed business or director nominations is the close of business on February 2, 2026.
Gencor Industries, Inc. announced the retirement of its founder and Executive Chairman, EJ Elliott, effective December 31, 2025. He will be succeeded by Marc Elliott, the current President, who will assume the role of Chairman on January 1, 2026.
🚩 Red Flags
- Departure of a founder/long-term leader can create uncertainty in corporate governance and strategic direction.
📋 Key Facts
- EJ Elliott to retire as Executive Chairman effective December 31, 2025.
- EJ Elliott founded the company in 1968 and has served as Chairman since that time.
- Marc Elliott (current President) appointed as Chairman effective January 1, 2026.
- The transition involves a leadership change at the highest level of the Board.
Gencor Industries, Inc. filed an 8-K to announce its financial results for the full fiscal year and fourth quarter of 2025. The filing serves as a formal announcement of earnings via a press release.
📋 Key Facts
- Report date: December 9, 2025
- The company released financial results for the full year and Q4 fiscal 2025
- Earnings release is attached as Exhibit 99.1
- Signed by Marc G. Elliott (President) and Eric E. Mellen (CFO)
Gencor Industries, Inc. reported the results of its Annual Meeting of Stockholders held on September 26, 2025. The meeting resulted in the election of several directors and the ratification of the company's independent auditor.
📋 Key Facts
- Annual Meeting held on September 26, 2025.
- General John G. Coburn (Ret.) elected as Director by Common Stock holders.
- E.J. Elliott, Marc G. Elliott, Thomas A. Vecchiolla, and Walter A. Ketcham, Jr. elected as Directors by Class B Stock holders.
- Berkowitz Pollack Brant Advisors + CPAs ratified as the independent registered public accounting firm for the fiscal year ending September 30, 2025.
- Total voting shares: 12,338,845 Common and 2,318,857 Class B.
Gencor Industries, Inc. filed an 8-K to announce its financial results for the third quarter of fiscal 2025. The filing serves as a formal announcement of the earnings release issued on August 8, 2025.
📋 Key Facts
- Company announced Q3 fiscal 2025 financial results on August 8, 2025.
- The filing includes an earnings release as Exhibit 99.1.
- Report signed by Marc G. Elliott (President) and Eric E. Mellen (CFO).
Gencor Industries has successfully regained compliance with NYSE American listing standards after a period of delinquency regarding its 10-K and 10-Q filings. The company has been removed from the NYSE's late filers' list following the submission of all delinquent reports.
🚩 Red Flags
- History of significant reporting delays (over 6 months for the annual report).
- Previous non-compliance with NYSE American continued listing standards.
📋 Key Facts
- Company failed to file Form 10-K for the fiscal year ended September 30, 2024 by the December 31, 2024 deadline.
- The company filed its delayed Form 10-K on June 27, 2025.
- The company filed delinquent Quarterly Reports (Form 10-Q) for periods ended Dec 31, 2024, and March 31, 2025, on July 25, 2025.
- NYSE granted an extension through August 19, 2025, to regain compliance.
- As of July 25, 2025, the NYSE confirmed the company has regained compliance and is removed from the late filers' list.
Gencor Industries, Inc. filed an 8-K to announce the release of its financial results for the second quarter of fiscal year 2025.
📋 Key Facts
- The filing was made on July 25, 2025.
- Report covers the second quarter of fiscal year 2025.
- Earnings release is attached as Exhibit 99.1.
Gencor Industries, Inc. filed an 8-K to announce its financial results for the first quarter of fiscal 2025. The filing serves as a formal announcement of the earnings release issued on July 25, 2025.
📋 Key Facts
- Report date: July 25, 2025
- Event: Announcement of Q1 fiscal 2025 financial results
- Exhibits: Includes earnings release dated July 25, 2025 (Exhibit 99.1)
Gencor Industries, Inc. has announced the scheduling of its Annual Meeting of Shareholders for September 26, 2025. Due to a change in the meeting date compared to the previous year, the company has established a new deadline for shareholder proposals and director nominations.
📋 Key Facts
- Annual Meeting Date: September 26, 2025
- Record Date for voting: August 11, 2025
- Deadline for Rule 14a-8 shareholder proposals: July 28, 2025
- Deadline for director nominations/other business: July 28, 2025 (close of business)
- The meeting date change exceeds the 30-day threshold from the previous year's meeting.
Gencor Industries, Inc. filed an 8-K to announce its full year and fourth quarter fiscal 2024 financial results via a press release.
📋 Key Facts
- Report date: June 27, 2025
- Reporting period: Full year and Q4 of fiscal year 2024
- The filing includes an earnings release as Exhibit 99.1
Gencor Industries received an extension from the NYSE American to regain compliance with listing standards. The company must file its delinquent Form 10-K (for FY ended Sept 30, 2024) and two delinquent Form 10-Qs by a new deadline of August 19, 2025.
🚩 Red Flags
- Delinquent financial reporting (Form 10-K and two Form 10-Qs).
- Risk of delisting from the NYSE American exchange.
- Uncertainty regarding the ability to meet the new August 19, 2025, deadline.
📋 Key Facts
- The company is currently non-compliant with NYSE American listing standards due to failure to file the Annual Report for the period ended September 30, 2024.
- NYSE granted an extension request, establishing a 'New Cure Deadline' of August 19, 2025.
- The company must submit delinquent Form 10-K and Quarterly Reports (for periods ended Dec 31, 2024, and March 31, 2025) to avoid delisting proceedings.
- Failure to meet the August 19 deadline or progress milestones could lead to NYSE initiating delisting procedures by December 30, 2025.
Gencor Industries, Inc. filed an 8-K to announce the release of preliminary results of operations and financial condition for the first quarter ended March 31, 2025.
📋 Key Facts
- The filing relates to preliminary results of operations and financial condition for the fiscal 2025 first quarter.
- Reporting period ends on March 31, 2025.
- Preliminary results were announced via press release on April 3, 2025.
Gencor Industries, Inc. has issued a press release announcing preliminary results of operations and financial condition for fiscal year 2024 and the quarter ended December 31, 2024.
📋 Key Facts
- Announcement date: March 3, 2025
- Reporting period: Fiscal Year 2024 and Quarter ended Dec 31, 2024
- The filing contains preliminary results rather than finalized audited statements.
Gencor Industries dismissed its independent auditor, Forvis Mazars, LLP, effective February 13, 2025, and appointed Berkowitz Pollack Brant Advisors + CPAs as its new auditor. The dismissal follows the identification of material weaknesses in internal controls over financial reporting during the 2024 audit process.
🚩 Red Flags
- Auditor change combined with identified material weaknesses in internal controls (Red Flag Escalator).
- Material weaknesses in IT general controls and period-end close processes increase risk of error/fraud.
- The 2024 audit is currently incomplete, which may lead to delayed financial filings.
📋 Key Facts
- Dismissal of Forvis Mazars, LLP effective February 13, 2025.
- Appointment of Berkowitz Pollack Brant Advisors + CPAs (BPB) as new independent auditor, effective February 20, 2025.
- Management identified material weaknesses in internal control over financial reporting during the audit for the year ended September 30, 2024.
- Material weaknesses involve: IT general controls, third-party service provider System and Organizational reports, period-end close process, and monitoring of the internal control framework.
- Forvis Mazars did not issue any reports on consolidated financial statements or internal control over financial reporting during their engagement.
Gencor Industries, Inc. received a delinquency notification from the NYSE American LLC after failing to file its Form 10-K for the fiscal year ended September 30, 2024 by the December 31, 2024 deadline. The company has six months to regain compliance by filing the overdue report.
🚩 Red Flags
- Delisting notice/non-compliance with NYSE listing standards.
- Failure to meet SEC filing deadlines (Form 10-K).
- Risk of involuntary delisting if the six-month compliance period is not met.
📋 Key Facts
- Received Delinquency Notification from NYSE American LLC on January 3, 2025.
- Failure to file Form 10-K for the period ended September 30, 2024 by the extension deadline of December 31, 2024.
- The company has a six-month window from the original due date (December 31, 2024) to file the Form 10-K and regain compliance.
- NYSE may grant an additional six-month extension at its discretion or commence delisting proceedings at any time.
Gencor Industries, Inc. has replaced its independent auditor MSL, P.A. with Forvis Mazars, LLP effective November 1, 2024. The change was triggered by Forvis Mazars acquiring substantially all assets and personnel of MSL.
🚩 Red Flags
- Auditor change (though triggered by a merger/acquisition rather than internal dispute).
📋 Key Facts
- Effective date of auditor change: November 1, 2024.
- Outgoing auditor: MSL, P.A.
- Incoming auditor: Forvis Mazars, LLP.
- Reason for change: Forvis Mazars acquired substantially all assets and partners/employees of MSL.
- No disagreements with the previous auditor regarding accounting principles, financial disclosures, or audit scope were reported.
Gencor Industries, Inc. filed an 8-K to announce its financial results for the third quarter of fiscal 2024 via a press release.
📋 Key Facts
- The filing was made on August 9, 2024.
- The report announces the issuance of Q3 fiscal 2024 financial results.
- Financial results were released via Exhibit 99.1.
Gencor Industries, Inc. filed an 8-K to announce its financial results for the second quarter of fiscal 2024 via a press release.
📋 Key Facts
- The filing was made on May 10, 2024.
- The report pertains to the company's Q2 fiscal 2024 earnings release.
- The earnings release is attached as Exhibit 99.1.
Gencor Industries, Inc. reported the results of its Annual Meeting of Stockholders held on March 7, 2024. The meeting resulted in the election of directors and the ratification of MSL, P.A. as the independent auditor.
📋 Key Facts
- Annual Meeting held on March 7, 2024.
- General John G. Coburn (Ret.) elected to the Board by Common Stock holders.
- E.J. Elliott, Marc G. Elliott, Thomas A. Vecchiolla, and Walter A. Ketcham, Jr. elected to the Board by Class B Stock holders.
- MSL, P.A. ratified as the independent registered public accounting firm for the fiscal year ending September 30, 2024.
- Stockholders approved a 3-year frequency for advisory votes on executive compensation.
Gencor Industries, Inc. filed an 8-K to announce its financial results for the first quarter of fiscal 2024 via a press release.
📋 Key Facts
- The filing was made on February 6, 2024.
- The company issued a press release announcing Q1 fiscal 2024 financial results (Exhibit 99.1).
- The report is filed under Item 2.02 (Results of Operations and Financial Condition).