<PAGE>

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

                                  FORM 10 - K

           [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15[d] OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                 For the Fiscal Year Ended September 30, 2000

         [_]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15[d] OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                          Commission File No. 0-3821

                            GENCOR INDUSTRIES, INC.

Incorporated in the                               I.R.S. Employer Identification
State of Delaware                                                 No. 59-0933147

                        5201 North Orange Blossom Trail
                            Orlando, Florida 32810

              Registrant's Telephone Number, Including Area Code:
                                (407) 290-6000

          SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

                                     None

          SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                         Common Stock ($.10 Par Value)
                         -----------------------------

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to filing requirements
for the past 90 days.
                                                        [_]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
                                                        [X]

State the aggregate market value of the voting stock, $.10 per share value
Common Stock held by nonaffiliates of the Registrant as of July  31, 2001:
$13,983,122

Indicate the number of shares outstanding of each of the Registrant's classes of
Common Stock, as of the latest practicable date: 6,884,070 shares of Common
Stock ($.10 par value) and 1,798,398 shares of Class B Stock ($.10 par value) as
of July 31, 2001.

List hereunder the following documents if incorporated by reference and the part
of the Form 10-K into which the document is incorporated.

Part III - 2001 Proxy Statement

                                       1
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PART I

Restatement
-----------

Subsequent to the issuance of the Company's consolidated financial statements as
of and for the year ended September 30, 1998, Company management determined that
certain accounting irregularities and other improprieties had occurred at one of
its subsidiaries, Gencor ACP, Ltd. ("ACP"). The Chairman and Chief Financial
Officer of ACP were determined to be responsible for the accounting
irregularities and other improprieties and were therefore terminated in January
1999. The accounting irregularities primarily related to an overstatement of
ACP's net assets in the opening balance sheet as of October 1, 1997 of
approximately $7 million as well as misstatement of fiscal 1998 revenues and
costs resulting in an overstatement of fiscal 1998 income.  As a result of the
findings of the investigation, the 1998 consolidated financial statements have
been re-audited and restated from the amounts previously reported. (See Note 4
to the Consolidated Financial Statements).

Due to a prolonged and extensive re-audit effort, including the disqualification
of its then auditors of record, Deloitte & Touche, by the SEC, the Company was
unable to file a Form 10-K/A to restate the 1998 Annual Report previously filed
as part of the Form 10-K on December 16, 1998. The quarterly Form 10-Q reports
previously filed with the SEC were also not revised for the restatement.
Therefore, the Company's originally filed financial statements and announced
quarterly earnings reports for those periods should not be relied upon.  This
Form 10-K includes the re-audited and restated results for 1998 and the audited
results for 1999 and 2000.


ITEM 1.  BUSINESS
-------

Overview
--------

Gencor Industries, Inc. and its subsidiaries (the "Company") is a leading
manufacturer of process machinery for a wide variety of end-markets. Fiscal 2000
products included machinery used in the production of highway construction
materials such as hot-mix asphalt and machinery used to produce food products
such as pelletized animal feeds, edible oils, sugar and citrus juices.  The
Company's products are manufactured in 11 plants in the United States, Asia,
Europe and South America and sold through a combination of Company sales
representatives and independent dealers and agents located throughout the world.
The Company operated in two business groups: the Construction Equipment Group
("CEG") and the Consolidated Process Machinery Group ("CPM"). In May 2001, the
domestic and foreign operations of CPM were sold.

CEG designs and manufactures machinery and related equipment used primarily for
the production of asphalt and highway construction materials. CEG's principal
core products include asphalt plants, combustion systems and fluid heat transfer
systems. CEG's technical and design capabilities, environmentally friendly
process technology and wide range of products have enabled it to become a
leading producer of asphalt production equipment worldwide. The Company believes
CEG has the largest installed base of asphalt production plants in the United
States.

CEG's products are sold primarily to the highway construction industry and as a
result are seasonal in nature.  The majority of orders for the Company's
products are received between November and February, with a significant volume
of shipments occurring prior to May.  The principal factors driving demand for
CEG's products are the level of government funding for domestic highway
construction and repair, infrastructure development in emerging economies, the
need for spare parts and a trend towards larger plants (e.g. drum mix asphalt
production) resulting from asphalt production plant consolidation. On June 9,
1998, the Transportation Equity Act for the 21st Century ("TEA-21") was signed
into law.  TEA-21 significantly increases authorized funding levels for highway
construction and rehabilitation to $167 billion over the five-

                                       2
<PAGE>

year period, beginning October 1, 1998 through September 30, 2003. A significant
provision to the current program sets mandatory funding levels. The Company has
assessed the positive impact of TEA-21 on its future business outlook, and
strongly believes it will result in increase demand for its products and
services.

CPM designs and manufactures process machinery used in the production of
scientifically compounded animal feeds, edible oils, sugar and fruit juice
concentrates. CPM's products include pellet mills, crushers, flakers, grinders,
crystallizers, centrifuges and equipment used to concentrate juices, including
presses, evaporators, heat exchangers and dryers. The Company believes CPM has
the largest installed base of pelleting and grinding equipment in the world and
that CPM's customers recognize its products for their reliability and
technology.

CPM's products are sold primarily to commercial agribusiness companies,
integrated food producers, feed mills and food processing companies. CPM
believes its machinery enables its customers to manufacture food products more
efficiently and with higher quality and lower cost.  Its pelleting machinery is
a widely accepted method of scientifically processing animal feed. Over the past
several years, the domestic food processing machinery industry has experienced
strong growth, partly as a result of rising demand from overseas markets which
are increasingly adopting U.S. food production technologies.

In September 2000, the Company announced its intent to dispose of the CPM's
foreign and domestic operations. Accordingly, the results of the operations for
CPM have been reported as discontinued operations in the accompanying financial
statements and selected financial data.

Chapter 11 Bankruptcy Reorganization
------------------------------------

As of September 1999, the Company was in default of the terms and conditions of
its Senior Secured Credit Facility and Industrial Revenue Bond Indenture. In
November 1999, the Senior Secured Lenders accelerated their demand for payment
in full. During April 2000, certain of the Company's lenders filed an
Involuntary Petition under Chapter 11 of U.S. Bankruptcy Code. On September 13,
2000 (the "petition date"), the Company and certain of its subsidiaries ("the
Debtors") filed voluntary petitions commencing cases under Chapter 11 of the
U.S. Bankruptcy Code. The Company and certain of its subsidiaries began
operating its businesses as debtors-in-possession under Chapter 11 of the U.S.
Bankruptcy Code.

On April 13, 2001, the Debtors filed the Amended Plan of Reorganization of
Gencor Industries, Inc. (the "Amended Plan"), dated April 9, 2001 with the
Bankruptcy Court providing essentially for 100% payment of all secured and
unsecured creditors and no dilution or diminution to the equity holders. The
Amended Plan was confirmed on July 11, 2001.

The Plan will become effective on or before October 30, 2001, unless extended
(the "Effective Date"). Pursuant to the Amended Plan, as of the Effective Date,
the sale of CPM's domestic and foreign operations was to be consummated (see
Discontinued Operations). The sale was in fact consummated on May 29, 2001 for
$52 million. The net proceeds from the sale were used to reduce the outstanding
balance of the Senior Secured Lenders. Under the Amended Plan, all of the
Company's debts will be satisfied in full. Also by the Effective Date, the
Senior Secured Lenders and the Debtor are to have closed an Amended and Restated
Senior Secured Credit Agreement, which would specify that the remaining claims
of the Senior Secured Lenders are to be paid over a four-year period. The
Company intends to emerge from bankruptcy on the Effective Date.

                                       3
<PAGE>

Acquisition History
-------------------

In 1968, the foundation of the Company was formed by the merger of Mechtron
Corporation with General Combustion, Inc. and Genco Manufacturing, Inc. The new
entity reincorporated in Delaware in 1969 and adopted the name Mechtron
International Corporation in 1970. In 1985, the Company began a series of
acquisitions into related fields starting with the Beverley Group Ltd. in the
United Kingdom. Hy-Way Heat Company, Inc. and the Bituma Group were acquired in
1986. In 1987, the Company changed its name to Gencor Industries, Inc. and
acquired the Davis Line and its subsidiaries in 1988.

In 1996, the Company sought to diversify and expand its "process machinery"
product lines to broaden its core base and to facilitate more opportunities for
growth and reduce seasonality.  At the end of fiscal 1996, the Company acquired
the Process Equipment Division of Ingersoll-Rand (now CPM). Included in the CPM
group were a number of foreign subsidiaries, including a Swedish subsidiary,
Silver-Weibull A.B..

In 1997, the Company furthered its expansion with the acquisition of Gumaco
Industria E. Commercio Limitada ("Gumaco") in Brazil and ACP Holdings P.L.C.,
located in the United Kingdom.  Following the acquisition ACP Holdings P.L.C.
was renamed Gencor ACP, Ltd. ("ACP").

In January 1999, the Company announced that an internal investigation into the
affairs of ACP revealed certain accounting irregularities and improprieties,
which necessitated the termination of both ACP's Chairman and Chief Financial
Officer, as well as the re-audit and restatement of the Company's consolidated
financial statements for the year ended September 30, 1998. (See Note 4 in the
accompanying consolidated financial statements included in this Form 10-K for
further discussion regarding the adjustments resulting from these accounting
irregularities and improprieties.)  In June 2001, ACP was reorganized under the
direction of a receiver. The assets and business were sold to Gencor Industries
Limited, another wholly-owned subsidiary of the Company. The name of the
subsidiary was changed to Gencor International Limited ("Gencor International").


Acquisitions

Building on the base of its combustion and asphalt machinery business, the
Company made the following acquisitions in process machinery:

 .  Process Equipment Division of Ingersoll-Rand Company (PED). Effective
   September 30, 1996, the PED acquisition (which subsequently became the basis
   of the Company's CPM business), initiated the Company's strategy of acquiring
   complementary process machinery businesses. The acquisitions provided the
   Company with significant market share positions in new niche markets, which
   manufacture equipment to process food products such as pelletized animal
   feeds, sugar and edible oils. Furthermore, the expansion into the food
   machinery industry reduced the seasonality in the Company's quarterly
   earnings since the slower quarters for construction equipment are typically
   the strongest quarters for food processing machinery.

 .  Gumaco lndustria E Comercio Limitada. Effective July 1, 1997, the Company
   acquired Gumaco and certain other South American companies with substantial
   manufacturing capacity in Brazil. These companies produce heavy machinery for
   the production and processing of fruit juices. Gumaco is the world leader in
   the industry of manufacturing plants which extract, concentrate and freeze
   juices. The Gumaco acquisition furthered the Company's expansion into the
   food process machinery industry and provided the Company with access to Latin
   American markets.

   In September 2000, the Company announced its intent to dispose of its
   Brazilian and Swedish sugar operations. Accordingly, in September 2001, CPM's
   subsidiary Silver-Weibull A.B. was placed in

                                       4
<PAGE>

  receivership, and the Company reported the operating results of Gumaco and
  Silver-Weibull as discontinued operations.

 . ACP Holdings PLC. Effective October 1, 1997, the ACP acquisition expanded
  Gencor's construction equipment product line as ACP is a leading manufacturer
  of portable batch asphalt plants. This product line is more suitable for
  international markets since capacity and production needs are different in
  foreign markets from the United States. ACP is one of the largest exporters in
  the United Kingdom for its type of construction equipment and products. ACP
  sells to numerous international markets including China, Thailand, Malaysia,
  Southern Europe, Africa, the Middle East and the Mediterranean.

The following table summarizes the Company's history of principal acquisitions:

<TABLE>
<CAPTION>
  Year                        Acquisition                                     Principal Products
  <C>               <S>                                          <C>
  1985              Beverley Group Ltd.                          Thermal fluid heaters and industrial
                                                                 incinerators
  1986              Hy-Way Heat Company, Inc.                    Fluid heat transfer systems and specialty tanks
  1986              Bituma-Stor, Inc. and its wholly owned       Asphalt plants and hot mix asphalt storage
                    subsidiary, Bituma Corporation               silos
  1988              The Davis Line and its wholly owned          H&B batch mix asphalt plants, specialty tanks
                    subsidiary, Midwest Tank and Construction    and other products
                    Holding Corporation
  1996              Process Equipment Division of                Pelleting, grinding, flaking, sugar processing
                    Ingersoll-Rand Company ("PED")               and filtration equipment
  1997              Gumaco Industria E Comercio Limitada and     Citrus processing machinery and equipment
                    other South American companies
  1997              ACP Holdings PLC and subsidiaries            Road construction and crushing machinery
</TABLE>

Interest in Carbontronics, LLC
------------------------------

In January 1998, the Company finalized agreements with Carbontronics, LLC
("CLLC") pursuant to which the Company manufactured and installed four synthetic
fuel production plants. These plants were sold by CLLC to a limited partnership
("LP"), Carbontronics Synfuel Investors, LLC, who is now the owner of the
plants. The Company was paid in full for these plants in 1998. In addition to
payment for the plants, the Company received an equity interest of 45% in CLLC.
Also, the Company subsequently received a 25% equity position in the General
Partner ("GP") of the LP and in Carbontronics II, LLC ("C2LLC"). The remaining
interests in the GP, CLLC, and C2LLC are owned by other, unrelated entities. An
administrative member of the GP, not the Company, is responsible for
administration of the day-to-day affairs of the GP and LP. The Company is
entitled to appoint only one of the three members of the GP Management Committee
and has 1/3 of the voting rights thereof. As a part of the equity position in
CLLC, C2LLC, and the GP, the Company has the potential for income subject to the
performance of the partnership. Future benefits realizable by the Company on the
synthetic fuel production plants depend on whether the production from these
plants will continue to qualify for tax credits under Section 29 of the Internal
Revenue Code and the ability to economically produce and successfully market
synthetic fuel produced by the plants.

                                       5
<PAGE>

Products
--------

Construction Equipment Group (CEG)

Asphalt Plants. The Company and certain subsidiaries, Bituma, and Gencor
International Limited (UK), manufacture and produce hot-mix asphalt plants used
in the production of asphalt paving materials used in the construction of
highways and commercial pavements. The Company also manufactures related asphalt
plant equipment including hot mix storage silos, fabric filtration systems, cold
feed bins and all other plant components. H&B (Hetherington and Berner) built
the first asphalt batch plant in 1894 and is the world's oldest asphalt plant
line. Bituma, formerly known as Boeing Construction Company, developed the
continuous process for asphalt production, which has been adopted as the United
States industry's standard technology, as well as developed the counterflow
technology, the new standard, which recaptures and burns emissions and vapors,
resulting in a cleaner and more efficient process. Gencor International Limited
(UK) manufactures a very comprehensive range of fully mobile batch plants, as
well as mobile shredders and trommel screens, and is a significant United
Kingdom exporter of its type of construction machinery.

Combustion Systems and Industrial Incinerators. The Company manufactures
combustion systems, which are large burners that can transform most solid,
liquid or gaseous fuels into usable energy, or burn multiple fuels, alternately
or simultaneously. Through its subsidiary General Combustion, the Company has
been a significant source of combustion systems for the asphalt and aggregate
drying industries since the 1950's. The Company also manufactures soil
decontamination machinery, as well as combustion systems for rotary dryers,
kilns, fume and liquid incinerators, boilers and tank heaters. The Company
believes maintenance and fuel costs are lower for its burners because of their
superior design.

Fluid Heat Transfer Systems. The Company's General Combustion subsidiaries in
the USA and U.K. manufacture the Hy-Way heat and Beverley lines of thermal fluid
heat transfer systems and specialty storage tanks for a wide array of industry
uses. Thermal fluid heat transfer systems are similar to boilers, but use a high
temperature oil instead of water. Thermal fluid heaters have been replacing
steam pressure boilers as the best method of heat transfer for storage, heating
and pumping viscous materials (i.e., asphalt, chemicals, heavy oils, etc.) in
many industrial and petrochemical applications worldwide. The Company believes
the high efficiency design of its thermal fluid heaters can outperform
competitive units in many types of process applications. Heaters are available
for vertical, horizontal and underground tanks in steel, stainless steel, and
other materials designed to meet large or small specific job requirements.

Consolidated Process Machinery Group (CPM)

Pelleting Equipment. Consolidated Process Machinery, Inc., a wholly owned
subsidiary of the Company until May 29, 2001, manufactures pelleting equipment
which is primarily used in the production of scientifically compounded animal,
poultry, and aquaculture feed. The equipment is also used for biomass and
synthetic fuel production. Pellet mills are the only widely accepted processes
which can scientifically process grain, and compound mineral additives and
nutrient concentrations to achieve a highly efficient grain-to-meat conversion
ratio, as well as improve palatability to animals, lower production costs and
increase efficiency. The pelleting process compresses grain and feed materials
ranging from fine powders to small granules into pellets of increased bulk
density. Pellets are durable, stable and highly resistant to disintegration and
breakage.

Grinding and Flaking Equipment. Under the names Roskamp and Champion, the
Company manufactures grinding and flaking equipment designed to grind and
process various grains, including wheat, soybeans and corn, which are used for
the production of pelletized animal feeds, the grinding of mash feed and the
processing of seeds for edible oil production. The equipment is also used in the
pharmaceutical and dry chemical industries.

                                       6
<PAGE>

Sugar Production Equipment. Under the name Silver-Weibull, the Company designed
and manufactured some of the largest continuous and batch centrifuges and
crystallization towers used in the production of sugar from beets and sugar
cane. The batch centrifuge produces the highest quality of sugar crystals and is
used in the final stage of the sugar refinement process. The lower cost
continuous centrifuge is used in the preliminary stages of the crystallization
process and provides more output as it processes in a continuous mode.

Citrus Processing Machinery. Gumaco manufactured equipment including presses,
evaporators, distillation columns, heat exchangers and dryers, which concentrate
fruit juices. Gumaco produced the "T.A.S.T.E." evaporator (Thermally Accelerated
Short-Term Evaporator) which revolutionized the process of concentrating citrus
juices.

Product Engineering and Development
-----------------------------------

The Company is engaged in continuing worldwide product engineering and
development efforts to expand its product lines and to further develop more
energy efficient and environmentally compatible systems.

Significant developments include the use of cost effective, non-fossil fuels,
biomass (bagasse, municipal solid waste, sludge and wood waste), refuse-derived
fuel, coal and coal mixtures, the economical recycling of old asphalt and new
designs of environmentally compatible asphalt plants. Product engineering and
development activities are directed toward more efficient methods of producing
asphalt and lower cost fluid heat transfer systems. In addition, efforts are
also focused on developing combustion systems that operate at higher
temperatures and offer a higher level of environmental compatibility. Product
engineering and development efforts in the pelleting, grinding and flaking
product lines have been directed toward the new mill design features and product
testing facilities for pharmaceutical and scientific applications. Product
engineering and development expenses were approximately $2.8 million,  $4.4
million, and $3.0 million in the fiscal years ended September 30, 2000, 1999 and
1998, respectively.

Sources of Supply and Manufacturing
-----------------------------------

Substantially all products sold by the Company and its subsidiaries are
manufactured or assembled by the Company, except for procured raw materials and
hardware. The Company purchases a large quantity of steel,  raw materials and
hardware used to manufacture its products from hundreds of suppliers and is not
dependent on any single supplier. Periodically, the Company reviews the cost
effectiveness of internal manufacturing versus outsourcing its product lines to
independent third parties and currently believes it has the internal capability
to produce the highest quality product at the lowest cost.

Seasonality
-----------

Subsequent to the sale of its food equipment processing operations of CPM in May
2001, the Company will be concentrated in the asphalt-related business of CEG
and thereby subject to a seasonal slow-down during the third and fourth quarters
of the calendar year. Traditionally, CEG's customers do not purchase new
equipment for shipment during the summer and fall months to avoid disrupting
their peak season for highway construction and repair work. This slow-down often
results in lower reported sales and earnings and or losses   during the first
and fourth quarters of the Company's fiscal year ended September 30.

Competition
-----------

The markets for the Company's products are highly competitive. Within a given
product line, the industry remains fairly concentrated, with typically a small
number of companies competing for the majority of a product line's industry
sales. The principal competitive factors include technology and overall product
design, dependability and reliability of performance, brand recognition, pricing
and after-sale customer support.

                                       7
<PAGE>

Management believes its ability to compete depends upon its continual efforts to
improve product performance and dependability, competitively price its products,
and offer the best customer support in the industry.

Sales and Marketing
-------------------

The Company's products and services have been marketed internationally through a
combination of Company-employed sales representatives and independent dealers
and agents. Each of the Company's business groups has been responsible for
marketing its products and services with support from the corporate sales and
marketing department.

Sales Backlog
-------------

The nature of the Company's business is such as to require a relatively short
turnaround from order to shipment, usually less than ninety (90) days.
Therefore, the size of the Company's backlog should not be viewed as an
indicator of the Company's annualized revenues, nor future financial results.
The Company's backlog was approximately $14 million on June 30, 2001.

Licenses, Patents and Trademarks
--------------------------------

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. In general, the Company depends upon technological
capabilities, manufacturing quality control and application know-how, rather
than patents or other proprietary rights in the conduct of its business. The
Company believes the expiration of any one of these patents, or a group of
related patents, would not have a material adverse effect on the overall
operations of the Company.

Government Regulations
----------------------

The Company believes its design and manufacturing processes meet all industry
and governmental agency standards that may apply to its entire line of products,
including all domestic and foreign environmental, structural, electrical and
safety codes. The Company's products are designed and manufactured to comply
with Environmental Protection Agency regulations. Certain state and local
regulatory authorities have strong environmental impact regulations. While the
Company believes that such regulations have helped, rather than restricted its
marketing efforts and sales results, there is no assurance that changes to
federal, state, local, or foreign laws and regulations will not have a material
adverse effect on the Company's products and earnings in the future.

Environmental Matters
---------------------

The Company is subject to various federal, state, local and foreign laws and
regulations relating to the protection of the environment.  The Company believes
it is in material compliance with all applicable environmental laws and
regulations. The Company does not expect any material impact on future operating
costs as a result of compliance with currently enacted environmental
regulations.

The Company also regularly conducts an environmental assessment consistent with
recognized standards of due diligence on properties and businesses which it
acquires. To date, these assessments have not identified contamination resulting
from acquired properties that would be reasonably likely to result in a material
adverse effect on the Company's business, results of operations, or financial
condition.

                                       8
<PAGE>

Employees
---------

As of September 30, 2000, the Company employed a total of 757 employees; of that
594 employees are in the domestic U.S. operations and 163 employees in the
foreign operations. The Company has collective bargaining agreements covering
production and maintenance employees at its Marquette, Iowa and Crawfordsville,
Indiana facilities. The remaining domestic employees are not represented by a
labor union or collective bargaining agreement. Several of the Company's foreign
plants are represented by labor unions or quasi-governmental sponsored
collective bargaining units. The Company believes that its relationship with its
employees is good. After the sale of the CPM in May 2001, the Company employed a
total of 504 employees; 408 employees in the U.S and 96 employees in the U.K. as
of June 30, 2001.

Executive Officers of the Registrant
------------------------------------

The executive officers of the Registrant at September 30, 2000 were:

<TABLE>
<CAPTION>
     NAME                                           POSITION
<S>                                                 <C>
     E.J. Elliott                                   Chairman of the Board and President
     John E. Elliott                                Executive Vice President
     Marc G. Elliott                                President, Construction Equipment Group
     Scott W. Runkel                                Chief Financial Officer and Treasurer
     David F. Brashears                             Senior Vice President, Technology
     D. William Garrett                             Vice President, Sales
     Jeanne Lyons                                   Secretary
</TABLE>


Mr. E.J. Elliott has served as Chairman of the Board since 1973 and President
since 1969. Mr. Elliott has over 45 years experience in the design, manufacture
and operation of construction machinery and asphalt manufacturing plants.  Since
the early 1960's, Mr. Elliott owned and served as Chairman  and President of
General Combustion, Inc. and Genco Manufacturing Corporation which became the
foundation for Gencor.

Mr. John Elliott was elected Assistant Vice President and a Director of the
Company in 1985. In 1986, he was elected a Vice President and promoted to
Executive Vice president in 1989.  He has been with the Company since 1982.

Mr. Marc Elliott was promoted to President of the Construction Equipment Group
(CEG) in August 1999. He had previously been Vice President, Marketing, since
July 1993. He has served in various marketing positions since joining the
Company in 1988.

Mr. Scott Runkel was named Chief Financial Officer and Treasurer, in August
2000. He was a partner with the accounting firm of Ernst & Young and then a
financial advisor prior to joining the Company.

Mr. David Brashears was named Senior Vice President, Technology, in July 1993.
He had previously been Vice President, Engineering, since he joined the Company
in 1978.

Mr. William Garrett was elected Vice President, Sales, in 1991. He had
previously held numerous management positions in sales and marketing for a
number of subsidiaries of the Company.

Ms. Jeanne Lyons joined the Company in 1995 as Administrative Assistant to the
Chairman, and was elected Secretary of the Company in 1996.

                                       9
<PAGE>

ITEM 2.    PROPERTIES
-------

The following table lists the properties owned or leased by the Company as of
September 30, 2000:

<TABLE>
<CAPTION>
                                              Owned       Square                                     Business
Location                                     Acreage     Footage     Principal Function              Segment
<S>                                       <C>         <C>         <C>                                <C>
Amsterdam, Netherlands (1 )                      1.2      64,000  Offices and manufacturing          CPM
Araraquara, Brazil (1 )                         29.2     295,000  Offices and manufacturing          CPM
Aurora, Colorado (1)                            16.8     117,000  Offices and manufacturing          CPM
Billingshurst, West Sussex England (1 )          1.2       5,000  Offices                            CEG
Wuxi, Jiangsu, China (2)                         N/A      11,000  Offices and warehouse              CPM
Crawfordsville, Indiana (1 )                     2.7      62,000  Offices and manufacturing          CPM
Daventry, England(2) .                           N/A       3,000  Office and warehouse               CPM
Hasselholm, Sweden (2)                           N/A      10,000  Offices and manufacturing          CPM
Leicester, England (1 )                          6.0      97,000  Offices and manufacturing          CEG
Malmaison, France (l)                            0.2       4,000  Offices                            CPM
Marquette, Iowa (1 )                            72.0     137,000  Offices and manufacturing          CEG
Merrimack, New Hampshire (2)                     N/A      37,000  Offices and manufacturing          CPM
Orlando, Florida (1 )                           27.0     171,000  Corporate offices and
                                                                  manufacturing                      CEG
Sao Paulo, Brazil (1)                            0.4      38,000  Offices                            CPM
Singapore, Republic of Singapore (2)             N/A      40,000  Offices and manufacturing          CPM
Waterloo, Iowa (l)                              11.5      55,000  Offices and manufacturing          CPM
Wexford, Ireland (1 )                            5.6      60,000  Offices and manufacturing          CPM
(1)  Owned
(2)  Leased
</TABLE>

During 1999, the Company sold an office and manufacturing facility located in
Youngstown, Ohio (5.5 acres; 45,000 square feet), and a warehouse facility in
North Kansas City, Missouri (0.7 acres; 6,000 square feet).

During 2000, the Company sold an office and manufacturing facility located in
Indianapolis, Indiana (11.3 acres; 79,000 square feet).

During 2001, the Company sold an office and manufacturing facility located in
Aurora, Colorado and the Sao Paulo, Brazil office. Also in May 2001, the Company
sold the following properties related to CPM, which were either owned or leased:
Amsterdam, Netherlands office and manufacturing facility; Wuxi, China office and
warehouse; Crawfordsville, Indiana office and manufacturing facility; Daventry,
England office and warehouse; Malmaison, France office; Merrimack, New Hampshire
office and manufacturing facility; Singapore, Republic of Singapore office and
manufacturing facility; Waterloo, Iowa office and manufacturing facility; and
the Wexford, Ireland office and manufacturing facility.

                                      10
<PAGE>

ITEM 3.  LEGAL PROCEEDINGS
-------

The Company has various litigations and claims pending as of the date of this
Form 10-K. Those claims which have occurred in the ordinary course of business,
and which are being vigorously defended, may be covered in whole or in part by
insurance, and if found against the Company, are not expected to have a material
effect on the Company's financial position or results of operations. Management
has reviewed all litigation matters arising in the ordinary course of business
and, upon advice of counsel, has made provisions, not deemed material, for any
estimable losses and expenses of litigation.

Since January 1999, a class action lawsuit had been pending in the United States
District Court for the Middle District of Florida against the Company.  The
lawsuit alleged that certain officers and directors of the Company violated
Sections 10(b) and 20(a) of the Securities and Exchange Act of 1934, as well as
rule 10b-5 promulgated thereunder. The lawsuit sought to recover damages on
behalf of all investors who purchased the Company's Common Stock between
February 5, 1998 and January 28, 1999. The claim was settled with no material
adverse impact to the Company.

                                      11
<PAGE>

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
-------

None.

                                      12
<PAGE>

PART II

ITEM 5.    MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER
-------    MATTERS

Stock price information is as follows:
                                              SALES PRICES
                                              ------------
                                    HIGH                       LOW
                                    -----                      ---
          1998
          ----
          First Quarter             10-13/16                   5-13/16
          Second Quarter            15-15/16                   9-3/4
          Third Quarter             27-1/2                     13-9/16
          Fourth Quarter            26-1/4                     9-1/8

          1999 (1)
          --------
          First Quarter             15-1/4                     10
          Second Quarter (2)        10                         6
          Third Quarter             not available
          Fourth Quarter            not available

          2000
          ----
          First Quarter             not available
          Second Quarter            not available
          Third Quarter             2-1/4                      1/4
          Fourth Quarter            2-1/4                      13/16

          (1) High/low prices from 1999 forward are estimates due to paucity of
              information from stock price charts and pink sheets.

          (2) The American Stock Exchange suspended trading on February 22,
              1999.


As of July 31, 2001, there were 473 holders of Common Stock of record and 9
holders of Class B Stock of record.

As result of the on-going re-audit and restatement and subsequent
disqualification of Deloitte & Touche as auditors by SEC, the Company could not
complete its required filings. On February 22, 1999, the American Stock Exchange
suspended trading of the Company's stock pending the filing reports with the
Securities and Exchange Commission (SEC). Effective June 1, 2000, the Company's
stock was de-listed from the American Stock Exchange for failure to file these
reports within the prescribed time period. Following February 22, 1999 the
Company's securities began trading on the "pink sheets". Quotations on the pink
sheets reflect inter-dealer prices without retail mark-up, markdown, or
commissions and may not represent actual transactions. This Form 10-K includes
the re-audited and restated results for 1998 and the audited results for 1999
and 2000.

On April 9, 1998, the Board of Directors authorized 2-for-1 stock split to
shareholders of record as of April 22, 1998, effective May 4, 1998.  As a result
of the stock split, 3,272,870 additional common shares and 883,094 additional
Class B shares were issued and paid-in capital was reduced by $415.
Shareholders' equity

                                      13
<PAGE>

has been restated for all periods presented to give retroactive recognition to
the stock split. In addition, for all periods presented, all references in the
consolidated financial statements and footnotes thereto to number of shares, per
share amounts, weighted average shares outstanding, as well as stock option and
related price information, have been restated to give retroactive effect to the
split.

On December 22, 1997, the Board of Directors declared cash dividends of $.025
payable January 14, 1998 to shareholders of record as of December 31, 1997.

On December 3, 1998, the Board of Directors declared a cash dividend of $.03 per
share payable on January 22, 1999 to Common Stock shareholders of record on
December 31, 1998.

Pursuant to the terms of its current credit agreements, the Company will not be
paying dividends for the foreseeable future.

                                      14
<PAGE>

ITEM 6.  SELECTED FINANCIAL DATA
-------

<TABLE>
<CAPTION>
                                                                       Years Ended September 30
                                                           ------------------------------------------------------------
                                                             2000         1999      1998 (1)(5)      1997        1996
                                                                      (in thousands, except per share data)
<S>                                                        <C>          <C>         <C>            <C>         <C>
Net revenue from continuing operations                      $ 96,808    $101,399    $125,283       $ 63,719    $ 60,208
Operating income (loss) from
  continuing operations                                     $  3,848    $(15,113)   $  7,887       $  1,024    $  5,240
Income (loss) from continuing operations                    $  1,268    $(12,544)   $ (1,236)      $   (122)   $  2,756
Discontinued operations (2)                                 $   (476)   $(11,322)   $  2,891       $  7,017    $      -
Net income (loss)                                           $    792    $(23,866)   $  1,655       $  6,895    $  2,756

Per share data:
Basic:  (3)
Income (loss) from continuing operations                    $   0.14    $  (1.45)   $  (0.15)      $  (0.02)   $   0.39
Discontinued operations (2)                                    (0.05)      (1.30)       0.35           0.87           -
                                                            --------    --------    --------       --------    --------
Net income (loss)                                           $   0.09    $  (2.75)   $   0.20       $   0.85    $   0.39
                                                            ========    ========    ========       ========    ========

Diluted:  (3)
Income (loss) from continuing operations                    $   0.14    $  (1.45)   $  (0.15)      $  (0.01)   $   0.38
Discontinued operations (2)                                    (0.05)      (1.30)       0.35           0.75           -
                                                            --------    --------    --------       --------    --------
Net income (loss)                                           $   0.09    $  (2.75)   $   0.20       $   0.74    $   0.38
                                                            ========    ========    ========       ========    ========

Cash dividends declared per common share                    $      -    $  0.030    $  0.025       $ 0.0125    $ 0.0125

Selected balance sheet data:
</TABLE>

<TABLE>
<CAPTION>
                                                                                September 30,
                                                            -----------------------------------------------------------

                                                              2000        1999       1998 (1)        1997        1996
<S>                                                         <C>         <C>         <C>            <C>         <C>
Current assets                                              $ 85,869    $ 93,424    $100,151       $ 95,393    $ 69,813
Current liabilities                                         $140,672    $149,737    $142,312       $136,155    $103,698
Total assets                                                $139,946    $151,947    $173,157       $163,152    $119,061
Long-term debt, less current maturities (4)                 $      -    $      -    $      -       $      -    $      -
Shareholders' equity (deficit)                              $ (7,423)   $ (4,275)   $ 22,257       $ 21,212    $ 12,399
</TABLE>

1)  Amounts have been restated to reflect the adjustments resulting from certain
    accounting irregularities and improprieties in the financial statements of
    the Company's wholly-owned U.K. subsidiary, Gencor ACP, Ltd. See Note 4 to
    the accompanying financial statements for further discussion regarding the
    restatement.

(2) The operating results of the food processing equipment manufacturing
    businesses (CPM) are reflected as discontinued operations on the
    Consolidated Statements of Operations.

(3) Applicable amounts have been restated to give retroactive effect to the
    adoption of SFAS 128, Earnings per Share.

(4) See Note 13 - Long-Term Debt to the accompanying financial statements
    regarding the reclassification of long-term debt to current maturities due
    to the accelerated demand for payment in full by the Senior Secured Lenders.

(5) Net revenues from continuing operations for 1998 includes approximately $50
    million from sales of synthetic fuel production machinery.

                                      15
<PAGE>

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
-------
        OF OPERATIONS

"Forward-Looking" Information

This Form 10-K contains certain "forward-looking statements" within the meaning
of Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), which represent the Company's expectations and beliefs, including, but
not limited to, statements concerning gross margins, sales of the Company's
products and future financing plans. These statements by their nature involve
substantial risks and uncertainties, certain of which are beyond the Company's
control. Actual results may differ materially 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 outcome of pending litigation.

Restatement
-----------

Subsequent to the issuance of the Company's 1998 Annual Report, the Company
publicly announced on January 28, 1999, that certain accounting irregularities
and other improprieties were discovered at its wholly-owned U.K. subsidiary,
Gencor ACP Limited ("ACP"). An investigation into the affairs of ACP was
conducted by the Company and included assistance by both legal counsel and
forensic auditors. This investigation resulted in the termination of both the
Chairman and Chief Financial Officer of ACP. The accounting irregularities
primarily related to receivables, inventories, diversion of assets and the
resulting overstatement of income. As a result of these findings, the 1998
consolidated financial statements have been re-audited and restated from the
amounts previously reported to account for the errors (See Note 4 to the
consolidated financial statements).

Changes in Financial Condition, Liquidity, and Capital Resources
----------------------------------------------------------------

Chapter 11 Bankruptcy Reorganization

As of September 1999, the Company was in default of the terms and conditions of
its Senior Secured Credit Facility and Industrial Revenue Bond Indenture. In
November 1999, the Senior Secured Lenders accelerated their demand for payment
in full. During April 2000, certain of the Company's lenders filed an
Involuntary Petition under Chapter 11 of U.S. Bankruptcy Code. On September 13,
2000 (the "petition date"), the Company and certain of its subsidiaries ("the
Debtors") filed voluntary petitions commencing cases under Chapter 11 of the
U.S. Bankruptcy Code. The Company and certain of its subsidiaries began
operating its businesses as debtors-in-possession under Chapter 11 of the U.S.
Bankruptcy Code

On April 13, 2001, the Debtors filed the Amended Plan of Reorganization of
Gencor Industries, Inc. (the "Amended Plan"), dated April 9, 2001 with the
Bankruptcy Court providing essentially for 100% payment of all secured and
unsecured creditors and no dilution or diminution to the equity holders. The
Amended Plan was confirmed on July 11, 2001.

The Amended Plan will become effective on or before October 30, 2001, unless
extended (the "Effective Date"). Pursuant to the Amended Plan, as of the
Effective Date, the sale of CPM's domestic and foreign operations was to be
consummated (see Discontinued Operations). The sale was in fact consummated on
May 29, 2001 for $52 million. The net proceeds from the sale were used to reduce
the outstanding balance of the Senior Secured Lenders. Under the Amended Plan,
all of the Company's debts will be satisfied in full. Also by the Effective
Date, the Senior Secured Lenders and the Debtor are to have closed an Amended
and Restated Senior Secured Credit Agreement, which would specify that the
remaining claims of the Senior Secured Lenders of approximately $33 million are
to be paid over a four-year period with the balance due in 2005.

                                      16
<PAGE>

Any remaining debt balance at the end of the four-year period is expected to be
refinanced. The Company intends to emerge from bankruptcy on the Effective Date.

Discontinued Operations - Consolidated Process Machinery (CPM)

As part of the Company's Plan of Reorganization, the Company sold its food
processing machinery group (CPM). This involved selling CPM's three domestic
operations located in Indiana, Iowa and New Hampshire, and the six foreign
operations in France, Netherlands, United Kingdom, Ireland, Singapore and China.
The net proceeds of the sale were applied against the outstanding balance of the
Senior Secured Lenders. The Company also intends to sell the food processing
machinery operations located in Colorado, Sweden and Brazil. The operating
results of the food processing machinery group were classified as discontinued
operations for all periods presented in the Consolidated Statements of
Operations within this report.

Other Changes in Financial Condition, Liquidity, and Capital Resources
----------------------------------------------------------------------

Due to the default on its indebtedness, the entire outstanding debt balance of
$104.7 million in 2000 and $96.8 million in 1999 was reclassified as current
liabilities, this resulted in low current ratios and negative working capital
for both years. The Company's current ratio at September 30, 2000 was 0.61:1
compared to 0.62:1 at September 30, 1999. Working capital was a negative $54.8
million at September 30, 2000 and a negative $56.3 million at September 30,
1999. As of the Effective Date, the new credit agreement referenced above will
go into effect. The new credit agreement will provide for full payment of the
outstanding balance over a four-year period and will contain certain financial
and other restrictive covenants.

Cash provided by operating activities was $15.3 million for the year ended
September 30, 2000, compared to  $3.1 million for the year ended September 30,
1999.

During fiscal 2000, the Company adjusted certain accruals to increase its debt
obligation to the Senior Secured Lenders by approximately $10.3 million in order
to comply with an amount stipulated by the Bankruptcy Court. For cash flow
purposes, this transaction was treated as a non-cash transaction and disclosed
separately from the Statements of Cash Flows for the year ended September 30,
2000 (See Note 13 Long-Term Debt).

Pursuant to the terms of its current credit agreements, the Company will not be
paying dividends for the foreseeable future.

Results of Operations
---------------------

Year ended September 30, 2000 compared with the year ended September 30, 1999
-----------------------------------------------------------------------------

Continuing Operations - Construction Equipment Group (CEG)
---------------------   ----------------------------------

Net sales for the construction equipment group (CEG) were $96.8 million for the
year ended September 30, 2000, reflecting a decline of $4.6 million from $101.4
million during 1999. Net sales at the Company's wholly-owned U.K. subsidiary,
ACP, declined by approximately $7 million or 22.6%, from $31 million in 1999 to
$24 million in 2000. On January 28, 1999, the Company had announced the
discovery of accounting irregularities and improprieties at ACP and that an
investigation into the financial affairs of ACP had been initiated. Management
attributes the decline in sales at ACP to uncertainties surrounding this
investigation. Net sales for the domestic operations of CEG were approximately
$70.4 million for 2000, as compared to $69.8 million in 1999. Domestic sales
volume remained fairly stable throughout 2000, even during the period of turmoil
leading up to the Chapter 11 filing in September 2000. This stability reflects
favorably on the Company's product line, customer loyalty and reputation within
the industry.

                                      17
<PAGE>

Production costs were $69.5 million or 71.8% of net sales in fiscal 2000
compared to $85.9 million or 84.7% of net sales in 1999. The improvement
reflects significantly lower production costs experienced by the Company's
domestic operations of CEG during 2000. Production costs for the domestic
operations of CEG declined 19.9% as a percent of net sales, from 87.1% in 1999
to 67.2% during 2000. Improvement in performance can be attributed to the
positive impact of cost reductions, price increases and numerous operational
efficiencies. In addition, the negative performance in 1999 occurred because of
high production and engineering costs relating to the design and manufacture of
a new product, which proved to be extremely labor intensive and costly to
produce. The Company discontinued its production at the end of 1999. Also
included in the production costs for 1999 were significant inventory write-offs
and warranty reserves adjustments. Management believes the improvement in 2000
reflects a more normal production environment, a return to historical profit
margins and the elimination of the problems that existed in 1999.

Engineering and design problems relating to the production and performance of
the discontinued product which required extensive involvement by engineering
personnel and higher R&D costs to be incurred during 1999. During 2000, warranty
costs, engineering personnel costs and R&D costs were much lower than in 1999.

Selling, general, and administrative expenses declined by $5.5 million or 21%,
from $26.2 million in 1999 to $20.7 million in 2000. During 2000, significant
reductions in payroll-related costs of approximately $1.0 million, legal and
accounting fees of  $2.1 million and bad debt expense of $2.0 million account
for the improvement over 1999.

Operating income was $3.8 million for fiscal 2000 improving significantly over
1999's operating loss of $15.1 million.

Discontinued Operations - Consolidated Process Machinery (CPM)
-----------------------   ------------------------------------

Total foreign and domestic net sales for CPM declined by approximately $18.9
million or 18.9% from $99.9 million in 1999 to $81million during 2000.

Total production costs reflected a favorable decline of 2.2% as a percent of net
sales during 2000, dropping from 74% in 1999 to 71.8% in 2000.

The loss from discontinued operations was approximately $.5 million during 2000,
which compares favorably to the loss from discontinued operations of  $11.3
million reported for 1999. Included in the loss from discontinued operations for
1999, is a $4.9 million charge for impairment of assets and a $3.9 million
write-off on a deposit.

Results of Operations
---------------------

Year ended September 30, 1999 compared with the year ended September 30, 1998,
------------------------------------------------------------------------------
(as restated)
-------------

Continuing Operations - Construction Equipment Group (CEG)
---------------------   ----------------------------------

Net sales for the construction equipment group (CEG) were approximately $101.4
million for the year ended September 30, 1999, reflecting a decline of $23.9
million from approximately $125.3 million during 1998. Net sales from domestic
operations of CEG declined approximately $33.5 million or 32.4%, from
approximately $103.3 million in 1998 to approximately $69.8 million in 1999. The
decline in net sales is attributed to special one-time orders for synthetic fuel
production machinery received in 1998. These orders contributed approximately
$50 million in additional sales during 1998. Gross margins on the synthetic fuel
production machinery were generally higher than typical asphalt plant projects.
The decline in domestic sales was partially offset by CEG's foreign operations,
principally its wholly-owned U.K. subsidiary, ACP, where net sales increased by
approximately $12.3 million or 65.8%, from $18.7 million in 1998 to $31 million
in

                                      18
<PAGE>

1999. This improvement is attributed to changes in senior management and a
renewed emphasis on restoring customer confidence and increasing market share.
During 1999, ACP was successful in outsourcing several of its manufacturing
processes in Europe and increasing market share through competitive pricing.

Production costs increased approximately 16.7%, as a percent of net sales, to
$85.9 million or 84.7% of net sales in fiscal 1999 from $85.4 million or 68% of
net sales in 1998. The large increase in production costs as a percent of sales
was due to significant differences between the types of plants sold,
exploitation of the Company's difficulties by competitors in the marketplace,
and deeper discounting in order to preserve sales. Production costs for the
domestic operations of CEG increased 23.5% as a percent of net sales, from 63.6%
in 1998 to 87.1% in 1999.

Product engineering and development costs increased by approximately $1.4
million from $3 million in 1998 to $4.4 million in 1999. The increases in
warranty claims and engineering personnel costs associated with the discontinued
new product account for the increases during 1999.

Selling, general, and administrative expenses increased by $4.2 million from $22
million in 1998 to $26.2 million in 1999 due to increases in legal and
accounting fees of  $2.1 million, and a $.5 million write-off of deferred
acquisition costs in 1999.

Discontinued Operations - Consolidated Process Machinery (CPM)
-----------------------   ------------------------------------

Domestic and foreign net sales for CPM declined by approximately $20.8 million
or 17.2% from $120.7 million in 1998 to $99.9 million during 1999.

Total production costs for CPM reflected a 2.4% increase, as a percent of net
sales during 1999, rising from 71.6% in 1998 to 74% in 1999.

The reported $11.3 million loss from discontinued operations during 1999
includes a $4.9 million charge for impairment of assets and a $3.9 million
write-off of a deposit.

New Accounting Pronouncements
-----------------------------

During 2001, the Financial Accounting Standards Board issued Statements of
Financial Accounting Standards No. 141 (SAFS 141), "Business Combinations", and
No.142 (SFAS 142), "Goodwill and Other Intangible Assets." SFAS 141 addresses
financial accounting and reporting for goodwill and other intangible assets
acquired in a business combination at acquisition. SFAS 141 requires the
purchase method of accounting to be used for all business combinations initiated
after June 30, 2001; establishes specific criteria for the recognition of
intangible assets separately from goodwill; and requires unallocated negative
goodwill to be written off immediately as an extraordinary gain (instead of
being deferred and amortized). SFAS 142 addresses financial accounting and
reporting for intangible assets acquired individually or with a group of other
assets (but not those acquired in a business combination) at acquisition. SFAS
142 also addresses financial accounting and reporting for goodwill and other
intangible assets subsequent to their acquisition. SFAS 142 provides that
goodwill and intangible assets which have indefinite useful lives will not be
amortized but rather will be tested at least annually for impairment. It also
provides that intangible assets that have finite useful lives will continue to
be amortized over their useful lives, but those lives will no longer be limited
to forty years. SFAS 141 is effective for all business combinations initiated
after June 30, 2001 and for all business combinations accounted for by the
purchase method for which the date of acquisition is after June 30, 2001. The
provisions of SFAS 142 are effective for reporting periods beginning after
December 15, 2001. The Company is considering the provisions of SFAS No. 141 and
No. 142 and at present has not determined the impact of adopting SFAS 141 and
SFAS 142.

In June 1998, SFAS No. 133, Accounting for Derivative Instruments and Hedging
Activities, was issued. This standard requires derivative instruments to be
recognized as assets or liabilities in the statement of financial position and
measure those instruments at fair value. The accounting for changes in fair
value of a derivative

                                      19
<PAGE>

depends on the intended use of the derivative and the resulting designation of
the hedge exposure. The adoption of the standard, which is effective for fiscal
years beginning after June 15, 2000, will not significantly impact the Company's
financial statements.

In June 1997, SFAS No. 130, Reporting Comprehensive Income, was issued.
Comprehensive income is defined as all changes in equity except for those
resulting from investments by or distributions to owners.  This statement, which
is effective in the first quarter of the Company's fiscal year ending September
30, 1999, establishes standards for reporting and display of comprehensive
income and its components in a full set of financial statements.  The
implementation of the statement is not expected to have any effect on the
results of operations.

The Company adopted SFAS No. 131, Disclosures About Segments of an Enterprise
and Related Information, on October 1, 1997.  This standard requires public
business enterprises to report certain information about operating segments in
its financial statements.


Year 2000 Compliance
--------------------

The year 2000 issue is the result of computer programs being written using two
digits rather than four digits to define the applicable year.  Any of the
Company's software programs that are date sensitive, may recognize a date using
"00" as the year 1900 rather than 2000.  This could result in a systems failure
and a disruption to the Company's operations.

The Company did not experience any significant malfunctions related to year 2000
issue. The total cost to review and modify the software programs was not
material.

                                      20
<PAGE>

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
--------

The Company operates manufacturing facilities and sales offices principally
located in the United States, the United Kingdom and Brazil. The Company is
subject to business risks inherent in non-U.S. activities, including political
and economic uncertainty, import and export limitations, and market risk related
to changes in interest rates and foreign currency exchange rates. The Company's
principal currency exposures against the U.S. dollar are the British pound and
Brazilian real. The Company has used foreign currency forward exchange contracts
to mitigate fluctuations in currency. The Company does not hold derivatives for
trading purposes. Periodically, the Company will use derivative financial
instruments consisting primarily of interest rate hedge agreements to manage
exposures to interest rate changes. The Company's objective in managing its
exposure to changes in interest rates (on its variable rate debt) is to limit
the impact of such changes on earnings and cash flow and to reduce its overall
borrowing costs.

At September 30, 2000, the Company had approximately $105.9 million of debt
outstanding. Substantially all of the Company's borrowings bear interest at
variable rates based upon a factor applied to the prime rate or LIBOR. The
weighted average interest rate for these borrowings was approximately 9.6%
during 2000, reflecting an increase of 130 basis points (1.30%) over the
weighted average cost of funds during 1999 of 8.3%. The Company performed a
sensitivity analysis assuming a hypothetical 10% adverse movement in the
weighted average interest rates on the debt outstanding at the end of 2000. Such
a movement in interest rates would cause the Company to recognize additional
interest expense of approximately $1 million along with a corresponding decrease
in cash flows.

The above sensitivity analysis for interest rate risk excludes accounts
receivable, accounts payable and accrued liabilities because of the short-term
maturity of such instruments. The analysis does not consider the effect on other
variables such as changes in sales volumes or management's actions with respect
to levels of capital expenditures, future acquisitions or planned divestures.
All of which could be significantly influenced by changes in interest rates and
cause the results to differ significantly from those indicated by the
sensitivity analysis.

                                      21
<PAGE>

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
-------

An index to the consolidated financial statements of the Company and its
subsidiaries is set forth following Part IV hereof.

                                      22
<PAGE>

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
-------
          AND FINANCIAL DISCLOSURE

On May 8, 2001, the Registrant filed a Form 8-K disclosing the change in
independent accountants from PricewaterhouseCoopers LLP to Moore Stephens
Lovelace, P.A.  Pursuant to Item 304(b) of Regulation S-K, there has been no
disagreement or any reportable event that would require additional disclosure in
this Form 10-K.

On December 27, 1999, the Registrant filed a Form 8-K disclosing the change in
independent accountants from Deloitte & Touche LLP to PricewaterhouseCoopers
LLP. Pursuant to Item 304(b) of Regulation S-K, there has been no disagreement
or any reportable event that would require additional disclosure in this Form
10-K.

                                      23
<PAGE>

PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS
--------

The information regarding the Company's Directors required by this Item 10 is
incorporated herein by reference to the Company's definitive 2001 Proxy
Statement.

ITEM 11.  EXECUTIVE COMPENSATION
--------

The information required by this Item 11 is incorporated herein by reference to
the Company's definitive 2001 Proxy Statement.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------

The information required by this Item 12 is incorporated herein by reference to
the Company's definitive 2001 Proxy Statement.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
--------

During 2000, 1999 and 1998 Marcar Leasing Corporation ("Marcar") was engaged in
leasing machinery and vehicles to the public and to the Company. Marcar is owned
by family members of the Company's Chairman. The terms of the leases are
established based on the rates charged by independent leasing companies and are
believed to be more favorable than those generally available from independent
third parties. Leases between the Company and Marcar generally provide for equal
monthly payments over either thirty-six months or forty-eight months. During
fiscal 2000, 1999 and 1998, the Company made lease payments to Marcar totaling
$269,726, $246,168 and $217,805, respectively.

                                      24
<PAGE>

PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
--------

(a)  A listing of financial statements and financial statement schedules filed
     as part of this report is set forth in the "Index to Financial Statements"
     following Part IV hereof.

(b)  Reports on Form 8-K:

     On September 25, 2000, the Company filed a Form 8-K pursuant to Item 5.
     announcing that a consensual agreement had been reached between the Company
     and its lenders which resolved their outstanding disputes and will allow
     the Company to focus on its growing markets and serve its customers.

(c)  Exhibit Index - 2000 Annual Report on Form 10-K.

(d)  Audit Opinion Fiscal Years 1999 and 1998

     The fiscal years ended September 30, 1999 and 1998 have been audited by
     PricewaterhouseCoopers LLP whose report on those statements is dated March
     16, 2001. The consent and opinion of PricewaterhouseCoopers LLP are not
     included in this Form 10-K.

<TABLE>
<CAPTION>
  EXHIBIT
  NUMBER                                  DESCRIPTION                                   FILED HEREWITH
  ------                                  -----------                                   --------------
<S>               <C>                                                                   <C>
        2.1       Second Amended Plan of Reorganization of Gencor                              X
                  Industries, Inc., As Modified    Dated: July 8, 2001

        2.2       Asset Purchase Agreement Re: CPM                                             X

        2.3       First Amendment to Asset Purchase Agreement                                  X

        3.1       Restated Certificate of Incorporation of Company,
                  incorporated by reference to Exhibit 3.1 to Registration
                  No. 33-627

        3.2       Composite of Bylaws of Company, incorporated by reference
                  to Exhibit 3.2 to Registration No. 33-627

        3.3       Certificate of Amendment, changing name of Mechtron
                  International Corporation to Gencor Industries, Inc. and
                  adding a "twelfth" article regarding director liability
                  limitation, incorporated by reference to the Company's
                  annual report on Form 10-K for the year ended December 31,
                  1987.

        4.1       Form of Common Stock certificate, incorporated by
                  reference to Exhibit 4.1 to Registration No. 33-627.

        4.2       Loan Agreement between the Orange County Industrial
                  Development Authority and the Company dated as of December
                  1, 1984, incorporated by reference to Exhibit 4.2 to
                  Registration No. 33-627.

        4.3       Specimen copy of Promissory Note dated December 1, 1984,
                  from the Company to the Orange County Industrial
                  Development Authority in the principal sum of $5 million,
                  incorporated by reference to Exhibit 4.3 to Registration
                  No. 33-627
</TABLE>

                                      25
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                  DESCRIPTION                                 FILED HEREWITH
------                                  -----------                                 --------------
<S>               <C>                                                               <C>
  4.4             Mortgage Deed and Security Agreement dated as of December
                  1, 1984, from the Company to the Orange County Industrial
                  Development Authority, incorporated by reference to
                  Exhibit 4.4 to Registration No. 33-627.

  4.5             Trust Indenture between Orange County Industrial
                  Development Authority and Barnett Banks Trust Company
                  dated as of December 1, 1984, incorporated by reference to
                  Exhibit 4.5 to Registration No. 33-627.

  4.6             Guaranty Agreement between General Combustion Corporation,
                  Mechtron International DISC Corporation, Control Delta
                  Corporation, Thermotech Systems Corporation of Florida,
                  General Combustion Limited, and the Orange County
                  Industrial Development Authority dated as of December 1,
                  1984, incorporated by reference to Exhibit 4.6 to
                  Registration No. 33-627.

 4.27             $95 million Senior Secured Credit Agreement, by and among
                  Gencor, the Lenders and Credit Lyonnais, New York Bank as
                  Agent to the Lenders and the Issuing Bank with respect to
                  the Letters of Credit, incorporated by reference to
                  Exhibit 10.4 to the Company's Report on Form 8-K filed on
                  December 26, 1996.

 4.28             Borrower Security Agreement, dated as of December 10,
                  1996, made by Registrant in favor of Credit Lyonnais New
                  York Branch, as Agent, incorporated by reference to
                  Exhibit 10.5 to the Company's Report on Form 8-K filed on
                  December 26, 1996.

 4.29             Borrower Copyright Security Agreement, dated as of
                  December 10, 1996, made by Registrant in favor of Credit
                  Lyonnais New York Branch, as Agent, incorporated by
                  reference to Exhibit 10.6 to the Company's Report on Form
                  8-K filed on December 26, 1996.

 4.30             Borrower Pledge Agreement, dated as of December 10, 1996,
                  made by Registrant in favor of Credit Lyonnais New York
                  Branch, as Agent, incorporated by reference to Exhibit
                  10.7 to the Company's Report on Form 8-K filed on December
                  26, 1996.
</TABLE>

                                      26
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                  DESCRIPTION                             FILED HEREWITH
------                                  -----------                             --------------
<S>              <C>                                                            <C>
 4.31            California Pellet Mill Company Security Agreement, dated
                 as of December 10, 1996, made by California Pellet Mill
                 Company in favor of Credit Lyonnais New York Branch, as
                 Agent, incorporated by reference to Exhibit 10.8 to the
                 Company's Report on Form 8-K filed on December 26, 1996.

 4.32            California Pellet Mill Company Pledge Agreement, dated as
                 of December 10, 1996, made by California Pellet Mill
                 Company in favor of Credit Lyonnais New York Branch, as
                 Agent, incorporated by reference to Exhibit 10.9 to the
                 Company's Report on Form 8-K filed on December 26, 1996.

 4.33            General Combustion Corporation Security Agreement, dated
                 as of December 10, 1996, made by General Combustion
                 Corporation in favor of Credit Lyonnais New York Branch,
                 as Agent, incorporated by reference to Exhibit 10.10 to
                 the Company's Report on Form 8-K filed on December 26,
                 1996.

 4.34            Equipment Services Group, Inc. Security Agreement, dated
                 as of December 10, 1996, made by Equipment Services Group,
                 Inc. in favor of Credit Lyonnais New York Branch, as
                 Agent, incorporated by reference to Exhibit 10.11 to the
                 Company's Report on Form 8-K filed on December 26, 1996.

 4.35            Thermotech Systems Corporation Security Agreement, dated
                 as of December 10, 1996, made by Thermotech Systems
                 Corporation in favor of Credit Lyonnais New York Branch,
                 as Agent, incorporated by reference to Exhibit 10.12 to
                 the Company's Report on Form 8-K filed on December 26,
                 1996.

 4.36            Bituma-Stor, Inc. Security Agreement, dated as of December
                 10, 1996, made by Bituma-Stor, Inc. in favor of Credit
                 Lyonnais New York Branch, as Agent, incorporated by
                 reference to Exhibit 10.13 to the Company's Report on Form
                 8-K filed on December 26, 1996.

 4.37            Bituma Corporation Security Agreement, dated as of
                 December 10, 1996, made by Bituma Corporation in favor of
                 Credit Lyonnais New York Branch, as Agent, incorporated by
                 reference to Exhibit 10.13 to the Company's Report on Form
                 8-K filed on December 26, 1996.
</TABLE>

                                      27
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                      DESCRIPTION                                FILED HEREWITH
------                                      -----------                                --------------
<S>                  <C>                                                               <C>
 4.38                Mortgage made by Gencor, Industries, Inc. in favor of
                     Credit Lyonnais New York Branch, as Agent, for certain
                     real property located in Orlando, Florida, incorporated by
                     reference to Exhibit 10.15 to the Company's Report on Form
                     8-K filed on December 26, 1996.

 4.39                Mortgage made by General Combustion Corporation in favor
                     of Credit Lyonnais New York Branch, as Agent, for certain
                     real property located in Youngstown, Ohio, incorporated by
                     reference to Exhibit 10.16 to the Company's Report on Form
                     8-K filed on December 26, 1996.

 4.40                Mortgage made by Gencor Industries, Inc. in favor of
                     Credit Lyonnais New York Branch, as Agent, for certain
                     real property located in Marquette, Iowa, incorporated by
                     reference to Exhibit 10.17 to the Company's Report on Form
                     8-K filed on December 26, 1996.

 4.41                Mortgage made by California Pellet Mill Company in favor
                     of Credit Lyonnais New York Branch, as Agent, for certain
                     real property located in Waterloo, Iowa, incorporated by
                     reference to Exhibit 10.18 to the Company's Report on Form
                     8-K filed on December 26, 1996.

 4.42                Mortgage made by California Pellet Mill Company in favor
                     of Credit Lyonnais New York Branch, as Agent, for certain
                     real property located in Crawfordsville, Indiana,
                     incorporated by reference to Exhibit 10.19 to the
                     Company's Report on Form 8-K filed on December 26, 1996.

 4.43                Tranche A Term Note, incorporated by reference to Exhibit
                     10.20 to the Company's Report on Form 8-K filed on
                     December 26, 1996.

 4.44                Tranche B Term Note, incorporated by reference to Exhibit
                     10.21 to the Company's Report on Form 8-K filed on
                     December 26, 1996.

 4.45                Revolving Credit Notes, incorporated by reference to
                     Exhibit 10.22 to the Company's Report on Form 8-K filed on
                     December 26, 1996.

 4.46                Tranche C Term Notes, incorporated by reference to Exhibit
                     10.23 to the Company's Report on Form 8-K, filed on
                     October 27, 1997.
</TABLE>

                                      28
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                  DESCRIPTION                              FILED HEREWITH
------                                  -----------                             --------------
<S>              <C>                                                            <C>
 10.5            Form of Agreement for Nonqualified Stock Options granted
                 in 1986, incorporated by reference to the Annual Report on
                 Form 10-K for the year ended December 31, 1986.

 10.6            1992 Stock Option Plan and Form of Agreement, incorporated
                 by reference to Exhibit 10.6 to the Company's Quarterly
                 Report on Form 10-Q for the quarter ended June 30, 1992.

 10.7            Purchase Agreement between Ingersoll-Rand Company and
                 Registrant, dated August 12, 1996 incorporated by
                 reference to Exhibit 10.1 to the Company's Report on Form
                 8-K filed on August 19, 1996.

 10.8            First Amendment, dated as of November 22, 1996, to the
                 Purchase Agreement between Ingersoll-Rand Company and
                 Registrant, dated August 12, 1996 incorporated by
                 reference to Exhibit 10.2 to the Company's Report on Form
                 8-K filed on December 26, 1996.

 10.9            Second Amendment, dated as of December 10, 1996, to the
                 Purchase Agreement between Ingersoll-Rand Company and
                 Registrant, dated August 12, 1996 incorporated by
                 reference to Exhibit 10.3 to the Company's Report on Form
                 8-K filed on December 26, 1996.

 10.11           1997 Stock Option Plan incorporated by reference to
                 Exhibit A to the Company's Proxy Statement on 14A, filed
                 March 3, 1997.

 10.12           Form of Construction Subcontract dated April 3, 1998 (1)

 16.0            Letter re: change in certifying accountants dated May 8,
                 2001.

 16.1            Letter re: change in certifying accountants dated December
                 22, 1999.

 21.0            Subsidiaries of the Registrant.                                    X
</TABLE>

___________
(1) Portions of this exhibit have been omitted pursuant to a request for
confidential treatment.

                                      29
<PAGE>

SIGNATURES


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

Dated: October 25th 2001               GENCOR INDUSTRIES, INC.
                                         (Registrant)


                                         /s/ E.J. Elliott
                                         ---------------------------------------
                                         E.J. Elliott
                                         President and Chairman
                                         of the Board

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated. The signatures of Directors
constitute a majority of Directors.


/s/ E.J. Elliott                        /s/ Scott W. Runkel
-------------------------------------    ---------------------------------------
E.J. Elliott                             Scott W. Runkel

President and Chairman of the Board      Chief Financial Officer


/s/ John E. Elliott
-------------------------------------
John E. Elliott
Director

                                      30
<PAGE>

                            GENCOR INDUSTRIES, INC.
                            -----------------------

        INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
        ---------------------------------------------------------------

                                                                         Page
                                                                         ----

Reports of Independent Certified Public Accountants....................  34

Consolidated Balance Sheets as of September 30, 2000, 1999 and 1998....  35

Consolidated Statements of Operations for the years ended
 September 30, 2000, 1999 and 1998 (As Restated).......................  36

Consolidated Statements of Shareholders' Equity (Deficit) for the years
 ended September 30, 2000, 1999 and 1998 (As Restated).................  37

Consolidated Statements of Cash Flows for the years ended
 September 30, 2000, 1999 and 1998 (As Restated).......................  38

Notes to Consolidated Financial Statements.............................  39

Financial Statement Schedule:

Schedule II. Valuation and Qualifying Accounts.........................  58

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


Audit Opinion Fiscal Years 1999 and 1998

The fiscal years ended September 30, 1999 and 1998 have been audited by
PricewaterhouseCoopers LLP whose report on those statements is dated March 16,
2001. The consent and opinion of PricewaterhouseCoopers LLP are not included in
this Form 10-K.

<PAGE>

              REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
              --------------------------------------------------



Board of Directors
Gencor Industries, Inc.
Orlando, Florida


We have audited the accompanying consolidated balance sheet of Gencor
Industries, Inc. and subsidiaries as of September 30, 2000, and the related
consolidated statements of operations, shareholders' equity (deficit) and cash
flows for the year then ended.  Our audit also included the financial statement
schedule listed in the accompanying index.  These financial statements and
financial statement schedule are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements and
financial statement schedule based on our audit. We did not audit the financial
statements of CPM/Europe Limited, California Pellet Mill Europe Limited, Silver
Weibull Aktiebolag and General Combustion Limited, wholly owned subsidiaries,
whose statements reflect total assets constituting 6% of consolidated assets as
of September 30, 2000, and total revenues constituting 4% of consolidated
revenues for the year then ended.  Those statements were audited by other
auditors whose reports have been furnished to us, and our opinion, insofar as it
relates to the amounts included for CPM/Europe Limited, California Pellet Mill
Europe Limited, Silver Weibull Aktiebolag and General Combustion Limited, is
based solely on the reports of the other auditors.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audit and the reports of
the other auditors provide a reasonable basis for our opinion.

In our opinion, based on our audit and the audit reports of the other auditors,
the consolidated financial statements referred to above present fairly, in all
material respects, the financial position of Gencor Industries, Inc. and
subsidiaries as of September 30, 2000, and the results of their operations and
their cash flows for the year then ended, in conformity with accounting
principles generally accepted in the United States of America.  Also, in our
opinion, the financial statement schedule referred to above, when considered in
relation to the basic consolidated financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.


Moore Stephens Lovelace, P.A.
Certified Public Accountants

Orlando, Florida
July 11, 2001, except for Notes 2 and 3,
 as to which the date is September 14, 2001.

                                      F-1
<PAGE>

                            GENCOR INDUSTRIES, INC.
                          Consolidated Balance Sheets
              All amounts in thousands, except per share amounts

<TABLE>
<CAPTION>
                                                                                                  September 30,
                                                                            -----------------------------------------------------
ASSETS                                                                           2000            1999           1998
                                                                                                           (As Restated,
Current assets:                                                                                             See Note 4)
<S>                                                                          <C>             <C>             <C>
  Cash and cash equivalents                                                  $ 17,971        $  9,581        $  8,539
  Accounts receivable, less allowance for doubtful accounts
     of $3,146 ($2,870 in 1999 and $5,573 in 1998)                             22,469          29,665          32,394
  Income tax receivable                                                             -           9,664           3,189
  Other receivables                                                             1,661           2,813           3,832
  Inventories                                                                  41,394          39,780          47,276
  Prepaid expenses, including deferred income taxes of $3,597 in 1998           2,374           1,921           4,921
                                                                             --------        --------        --------
           Total current assets                                                85,869          93,424         100,151

Property and equipment, net                                                    33,567          35,777          43,621
Goodwill, net of accumulated amortization of $2,498 ($1,746 in 1999
  and $1,261 in 1998)                                                          12,018          13,107          16,849
Other assets, including deferred income taxes of $1,019 in 1998                 8,492           9,639          12,536
                                                                             --------        --------        --------
           Total assets                                                      $139,946        $151,947        $173,157
                                                                             ========        ========        ========

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
  Notes payable                                                              $  1,124        $  5,359        $  5,468
  Current portion of long-term debt                                           104,743          96,756          97,079
  Accounts payable                                                             17,079          21,457          18,509
  Customer deposits                                                             1,735           5,445           3,359
  Income and other taxes payable                                                1,362           2,358           1,335
  Accrued expenses                                                             14,629          18,362          16,562
                                                                             --------        --------        --------
           Total current liabilities                                          140,672         149,737         142,312

Post-retirement benefits                                                        2,950           2,630           2,246
Deferred income taxes                                                               -               -           1,872
Other liabilities                                                               3,747           3,855           4,470
                                                                             --------        --------        --------

           Total liabilities                                                  147,369         156,222         150,900
                                                                             --------        --------        --------
Commitments and contingencies

Shareholders' equity (deficit):
  Preferred stock, par value $.10 per share; authorized
   300,000 shares; none issued                                                      -               -               -
  Common stock, par value $.10 per share; 15,000,000 shares authorized;
   6,971,470 shares issued in 2000 and 1999 (6,914,718 in 1998)                   697             697             691
  Class B stock, par value $.10 per share; 6,000,000 shares authorized:
    1,890,398 shares issued in 2000 and 1999 (1,917,150 shares in 1998)           189             189             192
  Capital in excess of par value                                               11,343          11,343          11,288
  Accumulated deficit                                                         (10,110)        (10,902)         13,239
  Accumulated other comprehensive loss                                         (7,743)         (3,803)         (1,354)
  Subscription receivable                                                         (95)            (95)            (95)
  Common stock in treasury, 179,400 shares at cost                             (1,704)         (1,704)         (1,704)
                                                                             --------        --------        --------
                                                                               (7,423)         (4,275)         22,257
                                                                             --------        --------        --------
                                                                             $139,946        $151,947        $173,157
                                                                             ========        ========        ========
</TABLE>

          See accompanying notes to consolidated financial statements.

                                      F-2
<PAGE>

                            GENCOR INDUSTRIES, INC.
                     Consolidated Statements of Operations
                    In thousands, except per share amounts

<TABLE>
<CAPTION>
                                                                               For the Years Ended September 30,
                                                                            --------------------------------------------
                                                                               2000          1999              1998
                                                                                                          (As Restated,
                                                                                                           See Note 4)
<S>                                                                         <C>          <C>               <C>
Net revenue                                                                 $96,808      $101,399          $125,283
                                                                            -------      --------          --------

Costs and expenses:
     Production costs                                                        69,509        85,915            85,368
     Product engineering and development                                      2,783         4,404             2,971
     Selling, general and administrative                                     20,668        26,193            22,056
     ACP opening balance sheet adjustment                                         -             -             7,001
                                                                            -------      --------          --------
                                                                             92,960       116,512           117,396
                                                                            -------      --------          --------
Operating income (loss)                                                       3,848       (15,113)            7,887
                                                                            -------      --------          --------

Other income (expense):
     Interest income                                                            355            96               160
     Interest expense                                                        (3,194)       (3,220)           (3,260)
     Miscellaneous                                                              111          (883)              (36)
                                                                            -------      --------          --------
                                                                             (2,728)       (4,007)           (3,136)
                                                                            -------      --------          --------
Income (loss) from continuing operations
   before income taxes                                                        1,120       (19,120)            4,751

Income taxes                                                                   (148)       (6,576)            5,987
                                                                            -------      --------          --------
Income (loss) from continuing operations                                      1,268       (12,544)           (1,236)
Discontinued operations
   Operating income (loss) (net of income tax expense of $698 in
    2000, $2,908 in 1999 and $2,299 in 1998)                                   (476)      (11,322)            2,891
                                                                            -------      --------          --------
Net income (loss)                                                           $   792      $(23,866)         $  1,655
                                                                            =======      ========          ========

Basic and diluted earnings (loss) per common share:
Income (loss) from continuing operations                                    $  0.14      $  (1.45)         $  (0.15)
Discontinued operations                                                       (0.05)        (1.30)             0.35
                                                                            -------      --------          --------
Net income (loss)                                                           $  0.09      $  (2.75)         $   0.20
                                                                            =======      ========          ========
</TABLE>

         See accompanying notes to consolidated financial statements.

                                      F-3
<PAGE>

                            GENCOR INDUSTRIES, INC.
           Consolidated Statements of Shareholders' Equity (Deficit)
                           All amounts in thousands

             For the Years Ended September 30, 2000, 1999 and 1998

<TABLE>
<CAPTION>
                                                                                       Retained                     Accumulated
                                                                        Capital in     Earnings                        Other
                                      Common Stock     Class B Stock    Excess of    (Accumulated  Comprehensive   Comprehensive
                                     Shares  Amount   Shares   Amount   Par Value      Deficit)    Income (Loss)   Income (Loss)
<S>                                  <C>     <C>      <C>      <C>      <C>         <C>            <C>             <C>
 September 30, 1997                   6,546   $ 654   1,766    $ 177     $ 9,356     $   11,804                     $      (684)
  Exchange of shares                     49       5     (49)      (5)          -              -                               -
  Stock options exercised               320      32     200       20       1,127              -                               -
  Purchase of treasury stock              -       -       -        -           -              -                               -
  Cash dividend ($0.025 per share)        -       -       -        -           -           (220)                              -
  Tax benefit on options exercised        -       -       -        -         805              -                               -
  Net income, as restated                 -       -       -        -           -          1,655       $     1,655             -
  Translation adjustment                  -       -       -        -           -              -              (670)         (670)
                                      -----   -----   -----    -----     -------     ----------       -----------   -----------
  Comprehensive income                                                                                $       985
                                                                                                      ===========

 September 30, 1998  - as
   restated                           6,915     691   1,917      192      11,288         13,239                          (1,354)
  Exchange of shares                     27       3     (27)      (3)          -              -                               -
  Stock options exercised                30       3                           55              -                               -
  Cash dividend ($0.030 per share)        -       -       -        -           -           (275)                              -
  Net loss                                -       -       -        -           -        (23,866)      $   (23,866)            -
  Translation adjustment                  -       -       -        -           -              -            (2,449)       (2,449)
                                      -----   -----   -----    -----     -------     ----------       -----------   -----------
  Comprehensive loss                                                                                  $   (26,315)
                                                                                                      ===========

 September 30, 1999                   6,972     697   1,890      189      11,343        (10,902)                         (3,803)
  Net income                              -       -       -        -           -            792       $       792             -
  Translation adjustment                  -       -       -        -           -              -            (3,940)       (3,940)
                                      -----   -----   -----    -----     -------     ----------       -----------   -----------
  Comprehensive loss                                                                                  $    (3,148)
                                                                                                      ===========

 September 30, 2000                   6,972   $ 697   1,890    $ 189     $11,343     $  (10,110)                    $    (7,743)
                                      =====   =====   =====    =====     =======     ==========                     ===========
<CAPTION>
                                                                             Total
                                     Subscription     Treasury Stock     Shareholders'
                                      Receivable       Shares Cost      Equity (Deficit)
<S>                                  <C>              <C>               <C>
 September 30, 1997                  $        (95)                      $       21,212
  Exchange of shares                            -                                    -
  Stock options exercised                       -                                1,179
  Purchase of treasury stock                    -      179  $ (1,704)           (1,704)
  Cash dividend ($0.025 per share)              -        -         -              (220)
  Tax benefit on options exercised              -        -         -               805
  Net income, as restated                       -        -         -             1,655
  Translation adjustment                        -        -         -              (670)
                                     ------------   ------  --------    --------------
  Comprehensive income


 September 30, 1998  - as
   restated                                   (95)     179    (1,704)           22,257
  Exchange of shares                            -        -         -                 -
  Stock options exercised                       -        -         -                58
  Cash dividend ($0.030 per share)              -        -         -              (275)
  Net loss                                      -        -         -           (23,866)
  Translation adjustment                        -        -         -            (2,449)
                                     ------------   ------  --------    --------------
  Comprehensive loss


 September 30, 1999                           (95)     179    (1,704)           (4,275)
  Net income                                    -        -         -               792
  Translation adjustment                        -        -         -            (3,940)
                                     ------------   ------  --------    --------------
  Comprehensive loss


 September 30, 2000                  $        (95)     179  $ (1,704)   $       (7,423)
                                     ============   ======  ========    ==============
</TABLE>

         See accompanying notes to consolidated financial statements.

                                      F-4
<PAGE>

                            GENCOR INDUSTRIES, INC.
                     Consolidated Statements of Cash Flows
                           All amounts in thousands

<TABLE>
<CAPTION>
                                                                                    For the Years Ended September 30,
                                                                                    --------------------------------
                                                                             2000                    1999               1998
                                                                                                                     (As Restated,
                                                                                                                      See Note 4)
<S>                                                                        <C>                    <C>                <C>
Cash flows from operations:
  Net income (loss)                                                        $     792              $  (23,866)          $  1,655
  Adjustments to reconcile net income (loss)
  to cash provided by (used for) operations:
     Gain on sale of division                                                      -                       -               (712)
     Depreciation and amortization                                             5,240                   4,731              5,296
     Gain on sale of assets                                                     (247)                      -                  -
     Postretirement benefits                                                     320                     384                288
     Bad debt expense                                                            262                   2,270              2,264
     Impairment of long-lived assets and goodwill                                  -                   4,846                  -
     Unrecoverable deposits                                                        -                   3,923                  -
     ACP opening balance sheet adjustments                                         -                       -              7,001
     Change in assets and liabilities - net of businesses acquired:
          Income tax receivable                                                9,664                  (6,475)            (3,189)
          Accounts receivable                                                  5,894                   1,769              2,624
          Other receivables                                                    1,152                   1,019             (1,751)
          Inventories                                                         (1,614)                  7,496              1,627
          Prepaid expenses                                                      (453)                  1,981              1,020
          Other assets                                                           635                  (5,393)             2,292
          Deferred income taxes                                                    -                   2,744             (2,107)
          Accounts payable                                                    (4,378)                  2,948             (7,139)
          Customer deposits                                                   (3,710)                  2,086             (8,859)
          Income and other taxes payable                                        (996)                  1,023                793
          Accrued expenses                                                     6,556                   1,800             (3,307)
          Other liabilities                                                   (3,785)                   (169)               575
                                                                           ---------              ----------           --------
                 Total adjustments                                            14,540                  26,983             (3,284)
                                                                           ---------              ----------           --------
Cash provided by (used for) operations                                        15,332                   3,117             (1,629)
                                                                           ---------              ----------           --------
Cash flows from investing activities:
     Cash paid for business acquired                                               -                       -             (3,240)
     Proceeds received for division sold                                           -                       -              1,270
     Capital expenditures, net                                                (1,624)                 (1,613)            (5,386)
     Proceeds from sale of property and equipment                                442                     633                  -
     Acquisition costs                                                             -                       -             (1,304)
                                                                           ---------              ----------           --------
Cash used for investing activities                                            (1,182)                   (980)            (8,660)
                                                                           ---------              ----------           --------
Cash flows from financing activities:
     Net (reduction) increase in notes payable                                (2,928)                   (109)             5,424
     Repayment of debt                                                        (7,802)                 (4,823)           (50,449)
     Borrowings                                                                5,500                   4,500             53,696
     Cash dividends paid                                                           -                    (275)              (220)
     Issuance of common stock                                                      -                      58                252
                                                                           ---------              ----------           --------
Cash (used for) provided by financing activities                              (5,230)                   (649)             8,703
                                                                           ---------              ----------           --------
Effect of exchange rate changes on cash                                         (530)                   (446)              (162)
                                                                           ---------              ----------           --------
Net increase (decrease) in cash                                                8,390                   1,042             (1,748)
Cash and cash equivalents at:
     Beginning of year                                                         9,581                   8,539             10,287
                                                                           ---------              ----------           --------
     End of year                                                           $  17,971              $    9,581           $  8,539
                                                                           =========              ==========           ========
</TABLE>

         See accompanying notes to consolidated financial statements.

                                      F-5
<PAGE>

                            GENCOR INDUSTRIES, INC.
                            -----------------------

                  Notes to Consolidated Financial Statements
                  ------------------------------------------
              All amounts in thousands, except per share amounts

NOTE 1 - NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Gencor Industries, Inc. and its subsidiaries (collectively the "Company") design
and manufacture process equipment primarily utilized in the asphalt,
agricultural, and food industries (See Note 3).

On April 9, 1998, the Board of Directors authorized a 2-for-1 stock split to
shareholders of record as of April 22, 1998, effective May 4, 1998. As a result
of the split, 3,272,870 additional common shares and 883,094 additional Class B
shares were issued and paid-in capital was reduced by $415. All references in
the consolidated financial statements and footnotes thereto reflect the effect
of the stock split.

These consolidated financial statements include the accounts of the Company and
its subsidiaries.  All significant intercompany accounts and transactions have
been eliminated in consolidation.

Use of Estimates
----------------

The preparation of the consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Net Income (Loss) Per Share
---------------------------

The financial statements include "basic" and "diluted" per share information.
Basic and diluted per share information is calculated by dividing income (loss)
from continuing operations, income (loss) from discontinued operations and net
income (loss) by the weighted average number of shares outstanding. Diluted per
share information is the same as basic in 1999 and 1998 because the impact of
potential common stock equivalents on the basic income (loss) from continuing
operations per share is antidilutive.

The following presents the calculation of the basic and diluted income (loss)
per share from continuing operations for the years ended September 30, 2000,
1999 and 1998:

<TABLE>
<CAPTION>
                                       2000                              1999                             1998
                          --------------------------------  ----------------------------------  --------------------------------
                                               Per Share                          Per Share                           Per Share
                          Income    Shares       Amount       Loss      Shares      Amount        Loss     Shares       Amount
<S>                       <C>      <C>           <C>        <C>        <C>          <C>         <C>       <C>          <C>
Basic and diluted EPS     $1,268   8,682,468      $0.14     $(12,544)  8,681,400    $(1.45)     $(1,236)  8,346,273    $(0.15)
                          ======   =========      =====     ========   =========    ======      =======   =========    ======
</TABLE>

Approximately 1,500,000 options to purchase common stock have not been included
as common stock equivalents in the fiscal 2000, 1999 and 1998 per share
calculations since the effect would not be dilutive or would be antidilutive.

                                      F-6
<PAGE>

Cash Equivalents
----------------

Cash equivalents, which consist of short-term certificates of deposit and
deposits in money market accounts with original maturities of three months or
less, are carried at cost, which approximates their market value.

Fair Value of Financial Instruments
-----------------------------------

The carrying amounts of cash, accounts receivable, accounts payable, and notes
payable to banks approximate fair value because of the short-term nature of
these items. The carrying amount of substantially all of the Company's long-term
debt approximates fair value due to the variable nature of the interest rates on
the debt.

Foreign Currency Translation
----------------------------

Assets and liabilities of the Company's foreign subsidiaries are translated into
U.S. dollars at the applicable rate of exchange in effect at the end of the
fiscal year. Revenue and expense accounts are translated at the average rate of
exchange during the period and equity accounts are translated at the rate in
effect when the transactions giving rise to the balances took place. Gains and
losses resulting from translation are included in "Accumulated Other
Comprehensive Income (Loss)." Gains and losses resulting from foreign currency
transactions are included in income.

Risk Management
---------------

Financial instruments that potentially subject the Company to concentrations of
credit risk consist primarily of cash and cash equivalents, accounts receivable
and interest rate swap agreements. The Company maintains its cash accounts in
various domestic and foreign financial institutions. Domestic funds are swept
daily into interest-bearing overnight repurchase agreements invested in U.S.
government securities. The Company's customers are not concentrated in any
specific geographic region, but are concentrated in the highway construction and
animal feed industries. The Company extends limited credit to its customers
based upon their creditworthiness and generally requires a significant up-front
deposit before beginning construction and full payment subject to hold-back
provisions, prior to shipment on asphalt plant orders. The Company establishes
an allowance for doubtful accounts based upon the credit risk of specific
customers, historical trends and other pertinent information.

Periodically, the Company will enter into foreign currency forward exchange
contracts with major financial institutions to hedge certain loans and trade
accounts receivables against adverse fluctuations in exchange rates. Gains or
losses on such contracts, which are designated as a hedge, are deferred and
included in determining the basis of the related assets. Gains and losses on
forward exchange contracts, which do not qualify as hedges, are reported in
other income (expense). At September 30, 2000 and 1999, the Company had no
forward exchange contracts. However, the Company expects to continue to utilize
foreign currency exchange contracts to manage its exposure, although there can
be no assurance that Company's efforts in this regard will be successful.

The Company will utilize derivative financial instruments in order to hedge its
exposure to interest rate and foreign currency fluctuations. The Company enters
into hedging relationships such that changes in the cash flows of items and
transactions being hedged are expected to be offset by corresponding changes in
the value of the derivatives. Any differential is accrued as interest rates
change and is recorded in interest expense. Gains and losses on any derivative
financial instruments which do not qualify for hedge accounting are recognized
currently in the statement of operations. At September 30, 2000 and 1999, the
Company had no derivative financial instruments.

The Company does not believe there is a significant risk of non-performance by
the counterparties to these foreign currency exchange contracts or derivative
financial instruments.

In 1999, the Financial Accounting Standards Board (FASB) amended the effective
date for Statement of Financial Accounting Standards (SFAS) 133, "Accounting for
Derivative Instruments and Hedging Activities" to fiscal years beginning after
June 15, 2000. This statement establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded in
other contracts, and for hedging activities. It requires that an entity
recognize all derivatives as either assets or liabilities in the statement of
financial position and measure those instruments at fair value. If certain
conditions are met, a derivative may be specifically designated as a

                                      F-7
<PAGE>

hedge. The accounting for changes in the fair value of a derivative depends on
the intended use of the derivative and the resulting designation of the hedge
exposure. Depending on how the hedge is used and the designation, the gain or
loss due to changes in the fair value is reported either in earnings or in other
comprehensive income. Adoption of the statement, which is required for the
Company's year 2001 financial statements, will have no significant impact on the
Company.

Inventories
-----------

Inventories are stated at the lower of cost or market. The Company uses the
last-in, first-out (LIFO) method of determining cost for substantially all
inventories in the United States. All other inventories are accounted for using
the first-in, first-out (FIFO) method.

Used equipment, acquired by the Company by trade in from customers acquiring new
equipment, is valued at estimated realizable value at the time of trade in.

Property and Equipment
----------------------

Property and equipment are stated at cost. Depreciation of property and
equipment, including depreciation on assets acquired under capital leases, is
computed using straight-line and accelerated methods over the estimated useful
lives of the related assets.

Assets held for resale, which are comprised of property, machinery and equipment
primarily within the food segment, approximated $2,980, $2,991 and $5,805 as of
September 30, 2000, 1999 and 1998, respectively. The assets are stated at lower
of depreciated cost or fair value less cost to sell and are no longer
depreciated.

Depreciation of property and equipment, including depreciation on assets
acquired under capital leases, is computed using straight-line and accelerated
methods over the estimated useful lives of the related assets as follows:

                                                   Years

                 Land improvements                    5
                 Buildings and improvements        6-40
                 Machinery and equipment           2-10
                 Furniture and equipment           3-10
                 Vehicles                           5-7

Goodwill
--------

Goodwill, the excess of the purchase price over the fair value of net assets of
businesses acquired, is being amortized over 25 years using the straight-line
method.

Impairments
-----------

If the carrying value of an asset, including associated intangibles and
goodwill, exceeds the sum of estimated undiscounted future cash flows, an
impairment loss is recognized for the difference between estimated fair value
and carrying value.

Equity Investments
------------------

Investments in unconsolidated investees, in which the Company has a 20% to 50%
interest, are accounted for using the equity method whereby the initial
investment is recorded at cost and is adjusted for the Company's proportionate
share of the undistributed earnings or losses.

As of September 30, 2000, 1999 and 1998, the Company owns a 45% interest in
Carbontronics LLC and a 25% interest in Carbontronics Fuels LLC.  These equity
interests were obtained as part of contracts to build four synthetic

                                      F-8
<PAGE>

fuel production plants during 1998. The Company has no basis in these equity
investments or requirement to provide future funding. Any income arising from
these investments is dependent upon tax credits (adjusted for operating losses
at the fuel plants) being generated as a result of synthetic fuel production,
which will be recorded as received. No significant income was derived from these
equity investments in fiscal 2000, 1999 and 1998.

Revenues
--------

Revenues from contracts for the design and manufacture of certain custom
equipment are recognized under the percentage-of-completion method. Revenue from
all other sales are recorded as the products are shipped.

The percentage-of-completion method of accounting for long term contracts
recognizes revenue in proportion to actual labor costs incurred as compared with
total estimated labor costs expected to be incurred during the entire contract.
All selling, general and administrative expenses are charged to income as
incurred. Provision is made for any anticipated contract losses in the period
that the loss becomes evident.

The estimated costs of product warranties are charged to production costs as
revenue is recognized.

Income Taxes
------------

The Company recognizes deferred tax liabilities and assets for the expected
future tax consequences of events that have been included in the financial
statements or tax returns using current tax rates. The Company and its domestic
subsidiaries file a consolidated federal income tax return. The foreign
subsidiaries provide income taxes based on the tax regulations of the countries
in which they operate. Undistributed earnings of the Company's foreign
subsidiaries are intended to be indefinitely reinvested. No deferred taxes have
been provided on these earnings.

Deferred tax assets and liabilities are measured using the rates expected to
apply to taxable income in the years in which the temporary differences are
expected to reverse and the credits are expected to be used. The effect on
deferred tax assets and liabilities of the change in tax rates is recognized in
income in the period that includes the enactment date. An assessment is made as
to whether or not a valuation allowance is required to offset deferred tax
assets.

Accounting for Stock-Based Compensation
---------------------------------------

The Company measures compensation expense for employee and director stock
options as the aggregate difference between the market and exercise prices of
the options on the date that both the number of shares the grantee is entitled
to receive and the purchase price are known.

Comprehensive Income (Loss)
---------------------------

Other Comprehensive Income (Loss) consists of net income (loss) and includes all
other changes in shareholders' equity (deficit) except those resulting from
investments by owners and distributions to them. For all years presented, the
Company's comprehensive income (loss), which encompasses net income (loss) and
foreign currency translation adjustments, is separately displayed in the
consolidated statement of shareholders' equity (deficit).

                                      F-9
<PAGE>

Reporting Segments
------------------

Information concerning principal geographic areas for the continuing operations
is as follows:

<TABLE>
<CAPTION>
                                  2000                            1999                             1998
                        -------------------------       --------------------------        -------------------------
                                       Long-Term                        Long-Term                        Long-Term
                         Revenues        Assets           Revenues        Assets           Revenues        Assets
<S>                     <C>            <C>              <C>             <C>               <C>            <C>
United States             $70,391       $11,126           $ 68,195       $13,514           $103,321       $14,138
United Kingdom             26,417         5,405             33,204         6,559             21,962         6,991
                          -------       -------           --------       -------           --------       -------

Total                     $96,808       $16,531           $101,399       $20,073           $125,283       $21,129
                          =======       =======           ========       =======           ========       =======
</TABLE>

Revenues are attributed to geographic areas based on the location of the assets
producing the revenues. For 2000 and 1999, sales to any particular customer were
not significant. During 1998, revenues generated from one customer, included in
the continuing operations, accounted for more than 10% of total consolidated
revenues at approximately $26,000.

New Accounting Pronouncements
-----------------------------

During 2001, the Financial Accounting Standards Board issued Statements of
Financial Accounting Standards No. 141 (SFAS 141), "Business Combinations", and
No.142 (SFAS 142), "Goodwill and Other Intangible Assets." SFAS 141 addresses
financial accounting and reporting for goodwill and other intangible assets
acquired in a business combination at acquisition. SFAS 141 requires the
purchase method of accounting to be used for all business combinations initiated
after June 30, 2001; establishes specific criteria for the recognition of
intangible assets separately from goodwill; and requires unallocated negative
goodwill to be written off immediately as an extraordinary gain (instead of
being deferred and amortized). SFAS 142 addresses financial accounting and
reporting for intangible assets acquired individually or with a group of other
assets (but not those acquired in a business combination) at acquisition. SFAS
142 also addresses financial accounting and reporting for goodwill and other
intangible assets subsequent to their acquisition. SFAS 142 provides that
goodwill and intangible assets which have indefinite useful lives will not be
amortized but rather will be tested at least annually for impairment. It also
provides that intangible assets that have finite useful lives will continue to
be amortized over their useful lives, but those lives will no longer be limited
to forty years. SFAS 141 is effective for all business combinations initiated
after June 30, 2001 and for all business combinations accounted for by the
purchase method for which the date of acquisition is after June 30, 2001. The
provisions of SFAS 142 are effective for reporting periods beginning after
December 15, 2001. The Company is considering the provisions of SFAS No. 141 and
No. 142 and at present has not determined the impact of adopting SFAS 141 and
SFAS 142.

Reclassification
----------------

Certain prior year amounts in the consolidated financial statements have been
reclassified to conform to the current year presentation.

NOTE 2 - BANKRUPTCY PROCEEDINGS

As of September 1999, the Company was in default of the terms and conditions of
its Senior Secured Credit Facility and Industrial Revenue Bond Indenture. In
November 1999, the Senior Secured Lenders accelerated their demand for payment
in full. During April 2000, certain of the Company's lenders filed an
Involuntary Petition under Chapter 11 of the U.S. Bankruptcy Code. On September
13, 2000 (the "Petition Date"), the Company and certain of its subsidiaries
("the Debtors") filed voluntary petitions commencing cases under Chapter 11 of
the U. S. Bankruptcy Code. The Company and certain of its subsidiaries began
operating its businesses as debtors-in-possession under Chapter 11 of the U. S.
Bankruptcy Code. Substantially all liabilities as of the petition date are
subject to compromise or other treatment under a plan of reorganization, and
actions to enforce or otherwise effect payment of all pre-petition

                                     F-10
<PAGE>

liabilities are stayed. As a debtor-in-possession, the Company and its
subsidiaries continue to operate its businesses and reorganize its financial
affairs for its own benefit and that of its creditors.

On April 13, 2001, the Debtors filed the Amended Plan of Reorganization of
Gencor Industries, Inc. (the "Amended Plan"), dated April 9, 2001 with the
Bankruptcy Court providing essentially for 100% payment of all secured and
unsecured creditors and no dilution or diminution to the equity holders. The
Amended Plan was confirmed on July 11, 2001.


The Amended Plan will become effective on or before October 30, 2001, unless
extended (the "Effective Date"). Pursuant to the Amended Plan, as of the
Effective Date, the approved sale of Consolidated Process Machinery's (CPM)
domestic and foreign pellet operations was to be consummated (see Note 3 -
Discontinued Operations). The sale was in fact consummated on May 29, 2001 for
$52 million. The net proceeds from the sale were used to reduce the outstanding
balance of the Senior Secured Lenders. Under the Amended Plan, all of the
Company's debts will be satisfied in full. Also by the Effective Date, the
Senior Secured Lenders and the Debtor are to have closed an Amended and Restated
Senior Secured Credit Agreement, which would specify that the remaining claims
of the Senior Secured Lenders of approximately $33 million are to be paid over a
four-year period. The remaining debt balance is due in 2005. It is management's
intention to refinance any remaining outstanding balance. This agreement will
contain certain financial and other restrictive covenants. The Company intends
to emerge from bankruptcy on the Effective Date.


These consolidated financial statements do not include any adjustments, which
may arise as a result of the Company's bankruptcy proceedings.

NOTE 3 - DISCONTINUED OPERATIONS

As part of its planned reorganization, in September 2000, the Company announced
its intent to dispose of its food segment. Accordingly, the Company reported the
results of the operations of the food processing equipment manufacturing
business as discontinued operations.

Certain information with respect to discontinued operations is summarized as
follows:

<TABLE>
<CAPTION>
                                                                    2000                 1999                      1998
<S>                                                                <C>                 <C>                       <C>
Net revenue                                                        $81,044             $ 99,888                  $120,675
Costs and expenses                                                  80,822              108,302                   115,485
                                                                   -------             --------                  --------
Income (loss) from discontinued operations
   before income taxes                                                 222               (8,414)                    5,190
Income taxes                                                           698                2,908                     2,299
                                                                   -------             --------                  --------
Income (loss) from discontinued operations,
   net of income taxes                                             $  (476)            $(11,322)                 $  2,891
                                                                   =======             ========                  ========
</TABLE>

                                     F-11
<PAGE>

Assets and liabilities of the discontinued operations were as follows:

<TABLE>
<CAPTION>
                                                                    2000                 1999                1998
<S>                                                               <C>                  <C>                 <C>
Current assets                                                    $ 43,947             $ 47,307            $ 52,029
Property, plant and equipment, net                                  19,001               19,082              26,577
Other assets                                                        18,390               19,626              25,555
Current liabilities                                                (34,581)             (42,543)            (36,222)
Long-term liabilities                                               (8,435)              (7,901)             (8,191)
                                                                  --------             --------            --------
Net assets of discontinued operations                             $ 38,322             $ 35,571            $ 59,748
                                                                  ========             ========            ========
</TABLE>

On May 29, 2001, the Company sold the stock of CPM's foreign pellet subsidiaries
and the assets and certain liabilities of the domestic pellet subsidiaries for
approximately $52 million in cash. The net sale proceeds were used to pay-down
the outstanding loan balance of the senior secured lenders. The Company's
domestic and foreign food processing machinery operations located in Colorado,
Sweden and Brazil were not included in the aforementioned sale. The Company
intends to dispose of these operations. In September 2001, the Swedish operation
was placed into receivership. The Company anticipates that it will realize a net
gain on the disposal of its discontinued operations.

NOTE 4 - RESTATEMENT

Subsequent to the issuance of the Company's consolidated financial statements as
of and for the year ended September 30, 1998, Company management determined that
certain accounting irregularities and other improprieties had occurred at one of
its subsidiaries, Gencor ACP, Ltd. ("ACP"). The Chairman and Chief Financial
Officer of ACP were determined to be responsible for the accounting
irregularities and other improprieties and were therefore terminated in January
1999. The accounting irregularities primarily related to an overstatement of
ACP's net assets in the opening balance sheet as of October 1, 1997 of
approximately $7,000 as well as misstatement of fiscal 1998 revenues and costs
resulting in an overstatement of fiscal 1998 income.

As a result of its investigation into matters involving its subsidiary, ACP, the
Company determined that ACP had entered into various transactions in fiscal 1998
for engineering services, inventory and contract services with companies
affiliated with the ACP's former Chairman and former Chief Financial Officer.
The following companies affiliated with the former Chairman and former Chief
Financial Officer received the following amounts: Recycling Equipment
International, Ltd. - $302; Roadmec International Ltd. - $765; R.J. Driscoll
Sons, Ltd. - $348; Intermek, Ltd. - $118; Lewis Electric (NI) Ltd. - $807. Such
transactions are included in the financial statements as of and for the year
ended September 30, 1998. The Company believes that some of these transactions
may have reflected upon the subsidiary a less favorable treatment than generally
available from independent third parties. During 1999, the Company initiated
recovery efforts against the responsible parties.

As a result of the findings of the investigation in the irregularities at ACP,
the 1998 consolidated financial statements have been restated from the amounts
previously reported. The Company's 1998 reported revenues were reduced by
approximately $3,200 and net income by approximately $10,900 or $1.30 per share.

In June 2001, ACP was reorganized under the direction of a receiver. The assets
and business were sold to Gencor Industries, Limited, another wholly-owned
subsidiary of the Company. The name of the subsidiary was changed to Gencor
International, Limited.

In addition to the restatement for the irregularities at ACP, certain other
accounts were restated from those previously reported.

                                     F-12
<PAGE>

The following presents the effects on the 1998 consolidated balance sheet and
statement of operations of the restatement:

                          CONSOLIDATED BALANCE SHEET

                              September 30, 1998



<TABLE>
<CAPTION>
                                                                   ACP               Other
                                              As Previously     Restatement       Restatement           As
Assets                                           Reported       Adjustments       Adjustments        Restated
<S>                                           <C>               <C>               <C>                <C>
Current assets:
  Cash and cash equivalents                    $  8,848          $   (309)                 -         $  8,539
  Accounts receivable, net                       41,561            (5,346)          $     11           36,226
  Income tax receivable                           1,419                 -              1,770            3,189
  Inventories                                    50,332            (1,416)            (1,640)          47,276
  Prepaid expenses                                3,535               (75)             1,461            4,921
                                               --------          --------           --------         --------
           Total current assets                 105,695            (7,146)             1,602          100,151
Property and equipment, net                      43,782              (161)                 -           43,621
Goodwill, net                                    18,058            (1,137)               (72)          16,849
Other assets                                     14,524                 -             (1,988)          12,536
                                               --------          --------           --------         --------
                                               $182,059          $ (8,444)          $   (458)        $173,157
                                               ========          ========           ========         ========
Liabilities and Shareholders' Equity

Current liabilities:
  Notes payable                                $  5,102          $    231           $    135         $  5,468
  Current portion of long-term debt               7,569               148             89,362           97,079
  Accounts payable                               15,715             2,801                 (7)          18,509
  Customer deposits                               4,888                 -             (1,529)           3,359
  Net other and income taxes payable                 81                 -              1,254            1,335
  Accrued expenses                               14,927               685                950           16,562
                                               --------          --------           --------         --------
           Total current liabilities             48,282             3,864             90,166          142,312
Postretirement benefits                           2,246                 -                  -            2,246
Deferred income taxes                             1,884            (1,062)             1,050            1,872
Other liabilities                                 3,495              (421)             1,396            4,470
Long-term debt                                   89,510                 -            (89,510)               -
                                               --------          --------           --------         --------
Total liabilities                               145,417             2,381              3,102          150,900
                                               --------          --------           --------         --------
Contingencies and commitments
Shareholders' equity:
  Common stock                                      691               622               (622)             691
  Class B stock                                     192                 -                  -              192
  Capital in excess of par                       11,287                 -                  1           11,288
  Retained earnings                              26,667           (10,881)            (2,547)          13,239
  Cumulative translation adjustment                (396)             (567)              (391)          (1,354)
  Subscription receivable                           (95)                -                  -              (95)
  Common stock in treasury                       (1,704)                -                  -           (1,704)
                                               --------          --------           --------         --------
                                                 36,642           (10,825)            (3,560)          22,257
                                               --------          --------           --------         --------
                                               $182,059          $ (8,444)          $   (458)        $173,157
                                               ========          ========           ========         ========
</TABLE>

                                     F-13
<PAGE>

                       CONSOLIDATED STATEMENT OF INCOME

                     For the Year Ended September 30, 1998

<TABLE>
<CAPTION>
                                                                        ACP             Other
                                                 As Previously      Restatement      Restatement          As
                                                    Reported        Adjustments      Adjustments       Restated
<S>                                              <C>                <C>              <C>               <C>
Net revenue                                         $128,527        $ (3,244)         $     -          $125,283

Costs and expenses:
  Production costs                                    81,915             259            3,194            85,368
  Product engineering and development                  2,971               -                -             2,971
  Selling, general and administrative
   expenses                                           20,001             907            1,148            22,056
  ACP opening balance sheet adjustment                     -           7,001                -             7,001
                                                    --------        --------          -------          --------
                                                     104,887           8,167            4,342           117,396
                                                    --------        --------          -------          --------
Operating income                                      23,640         (11,411)          (4,342)            7,887

Other income (expense):
  Interest income                                        155               5                -               160
  Interest expense                                    (3,170)            525             (615)           (3,260)
  Miscellaneous                                         (195)              -              159               (36)
                                                    --------        --------          -------          --------
                                                      (3,210)            530             (456)           (3,136)
Income from continuing operations
  before income taxes                                 20,430         (10,881)          (4,798)            4,751

Income taxes                                           8,342               -           (2,355)            5,987
                                                    --------        --------          -------          --------
Income (loss) from continuing operations              12,088         (10,881)          (2,443)           (1,236)
Discontinued operations:
Income (loss) from discontinued
    operations (net of tax)                            2,994               -             (103)            2,891
                                                    --------        --------          -------          --------
Net income (loss)                                   $ 15,082        $(10,881)         $(2,546)         $  1,655
                                                    ========        ========          =======          ========

Basic earnings (loss) per common share:
  Income (loss) from continuing
   operations                                       $   1.95                                           $  (0.15)
  Discontinued operations                              (0.14)                                              0.35
  Net income (loss)                                 $   1.81                                           $   0.20
                                                    ========                                           ========

Dilute earnings (loss) per common share:
  Income (loss) from continuing
   operations                                       $   1.64                                           $  (0.15)
  Discontinued operations                              (0.12)                                              0.35
  Net income (loss)                                 $   1.52                                           $   0.20
                                                    ========                                           ========
</TABLE>

                                     F-14
<PAGE>

NOTE 5 - ACQUISITIONS

In connection with a proposed acquisition during fiscal 1999, the Company signed
a letter of intent and deposited approximately $3,500 in escrow relating to an
acquisition. As a result of concerns raised during the Company's due diligence,
the acquisition was terminated. However, the sellers took the position that the
deposit was non-refundable and refused to return the amount deposited. The
Company commenced litigation against the seller to recover the deposit. Counsel
for the Company did not express an opinion on the probability of the Company
recovering the deposit. The Company charged the deposit and approximately $400
of acquisition related expenses to operations in fiscal 1999. In fiscal 2001,
the Company recovered approximately $2,500 of this deposit.

Effective October 1, 1997, the Company acquired ACP Holdings P.L.C., a United
Kingdom-based designer and manufacturer of heavy machinery for the road
construction and quarrying industries for approximately $3.2 million in cash.
Following the acquisition, ACP Holdings P.L.C. was renamed Gencor ACP Holdings,
Ltd. Under the terms of the agreement, the Company could be required to issue up
to 480,000 shares of the Company's common stock as additional purchase price,
contingent upon ACP achieving specified earnings levels through September 30,
2000.  Based upon the discovery of accounting irregularities, other
improprieties and operating losses at ACP, the agreement providing for the
issuance of the 480,000 shares of stock was cancelled in fiscal year 2001.

The transaction was accounted for as a purchase and the assets acquired and
liabilities assumed have been included in the accompanying balance sheet at
their fair value as of the acquisition date after adjustment for the
improprieties discussed above. Total assets acquired approximated $13,800,
liabilities assumed approximated $17,800, and the excess of the amount paid over
the fair value of the assets acquired, after the opening balance sheet
adjustment totaling $7,000, was approximately $500.


NOTE 6 - INVENTORIES

Inventories at September 30 consist of the following:

                                         2000              1999           1998

Raw materials                         $17,532           $13,602        $14,572
Work in process                         7,705            11,047         14,470
Finished goods                         15,034            13,548         17,846
Used equipment                          1,123             1,583            388
                                      -------           -------        -------
                                      $41,394           $39,780        $47,276
                                      =======           =======        =======

At September 30, 2000, accumulated costs of approximately $924 on major
contracts, net of progress payments of approximately $150 and estimated earnings
of approximately $700, amount to approximately $1,474 and are included in work-
in-process inventory.  At September 30, 1999, accumulated costs of approximately
$3,551 on major contracts, net of progress payments of approximately $2,754, and
estimated earnings of approximately $1,683 amount to approximately $2,480 and
are included in work-in-process inventory. At September 30, 1998, accumulated
costs of approximately $4,800 on major contracts, net of progress payments of
approximately $1,468, and estimated earnings of approximately $2,102 amount to
approximately $5,434 and are included in work-in-process inventory.

At September 30, 2000, 1999 and 1998, cost is determined by the last-in, first-
out (LIFO) method for 67%, 66% and 70%, respectively, of total inventories,
exclusive of progress payments, and the first-in, first-out (FIFO) method for
all other inventories. At September 30, 2000, 1999 and 1998, the estimated
current cost of inventories exceeded their LIFO basis by approximately $50,
$1,633 and $2,376, respectively.

                                     F-15
<PAGE>

NOTE 7 - PROPERTY AND EQUIPMENT

Property and equipment at September 30 consist of the following:

                                                   2000       1999       1998

Land and improvements                          $  5,215   $  5,329   $  6,608
Building and improvements                        26,939     27,217     23,057
Machinery and equipment                          22,189     23,123     34,930
Tools, jigs and dies                                127        120        120
Furniture and equipment                           7,928      7,812      6,507
Vehicles                                          1,040      1,003      1,555
Construction in progress                            497        474      1,694
                                               --------   --------   --------
                                                 63,935     65,078     74,471
Less:  Accumulated depreciation                 (30,368)   (29,301)   (30,850)
                                               --------   --------   --------
                                               $ 33,567   $ 35,777   $ 43,621
                                               ========   ========   ========

Property and equipment as presented above includes approximately $15,500 of
fully depreciated assets which remain in service during fiscal 2000.

During fiscal 1998, management committed to the closing of an excess domestic
manufacturing facility. The carrying value of the equipment, approximately
$2,800, was written down to estimated fair value during fiscal 1998 and an
impairment loss of $1,500 was recorded. The equipment was sold to a third party
for $1,300 in fiscal 1999. Management believes that no impairment reserve is
required for the real estate related to this facility as the estimated market
value exceeds its carrying value of $2.9 million at September 30, 2000.

Substantially all of the Company's property and equipment is pledged as
collateral for the Company's debt.

Depreciation expense for the years ended September 30, 2000, 1999 and 1998 was
approximately $3,639, $3,578 and $4,113, respectively. There was no interest
capitalized during 2000, 1999 or 1998.

NOTE 8 - OTHER ASSETS

Other assets at September 30 consist of the following:

                                                2000         1999        1998

Deposits                                      $3,202       $3,323     $ 4,459
Deferred acquisition costs, net                2,236        2,342       3,151
Deferred loan costs, net                         660        1,145       1,631
Deferred income tax assets                         -            -       1,019
Other                                          2,394        2,829       2,276
                                              ------       ------     -------
                                              $8,492       $9,639     $12,536
                                              ======       ======     =======

As a result of a reevaluation of the carrying amount of deferred acquisition
costs related to the Company's Gumaco subsidiary in fiscal 1999, the Company
wrote off the balance of such costs relating to Gumaco totaling $685.

As a result of finalization of certain acquisition costs, the Company reduced
other assets by $1,309 and increased goodwill by a corresponding amount in 1998.
Additionally, the Company recorded certain deferred tax assets in the amount of
$1,019 in connection with the finalization of the Gumaco acquisition.

                                     F-16
<PAGE>

NOTE 9 - GOODWILL

Goodwill at September 30 is as follows:

                                                   2000      1999       1998

Goodwill                                         $14,477   $14,853    $18,110
Accumulated amortization                          (2,459)   (1,746)    (1,261)
                                                 -------   -------    -------
Net                                              $12,018   $13,107    $16,849
                                                 =======   =======    =======


As a result of a reevaluation of the carrying value of the goodwill relating to
the Company's Gumaco subsidiary in fiscal 1999, the Company wrote off the
balance of goodwill relating to Gumaco totaling $ 3,374.

NOTE 10 - ACCRUED EXPENSES

Accrued expenses consist of the following at September 30:

                                                     2000      1999      1998

Payroll and related accruals                      $ 5,690   $ 5,792   $ 5,621
Warranty and related accruals                       1,985     5,020     2,862
Acquisition costs                                     314       314     1,129
Professional fees                                   1,930     2,622       350
Interest                                                -     1,409     1,828
Sales and property taxes                              103        74       393
Other                                               4,607     3,131     4,379
                                                  -------   -------   -------
Total                                             $14,629   $18,362   $16,562
                                                  =======   =======   =======

NOTE 11 - INCOME TAXES

The provision for income taxes for continuing operations consists of:

                                                   2000       1999       1998

Current:
  Federal                                         $   -    $(7,852)   $ 7,231
  State                                               -          -        685
  Foreign                                          (148)        13          -
                                                  -----    -------    -------
     Total current expense (benefit)               (148)    (7,839)     7,916
Deferred:
  Federal                                             -      1,186     (1,901)
  State                                               -         77        (28)
  Foreign                                             -          -          -
                                                  -----    -------    -------
     Total deferred tax expense (benefit)             -      1,263     (1,929)
                                                  -----    -------    -------
Provision for (benefit from) income taxes         $(148)   $(6,576)   $ 5,987
                                                  =====    =======    =======

                                     F-17

<PAGE>

The difference between the U.S. federal income tax rate and the Company's
effective income tax rate for the continuing operations is as follows:

<TABLE>
<CAPTION>
                                                                      2000            1999          1998
<S>                                                                <C>             <C>           <C>
Federal income tax rate                                              35.0 %          35.0 %        35.0 %
State income taxes, net of federal income tax benefit                    -            (0.1)          9.0
Difference arising from transactions with, and profit
  and loss of, foreign subsidiaries not deductible or
  includable for U.S. federal income tax purposes                    (48.2)           (0.1)         78.4
Other, net                                                               -            (0.4)          3.6
                                                                    ------           -----        ------
                                                                    (13.2)%          34.4 %       126.0 %
                                                                    ======           =====        ======
</TABLE>

Deferred taxes are recorded as follows:

<TABLE>
<CAPTION>
                                                                        2000              1999          1998
<S>                                                          <C>               <C>               <C>
Deferred tax assets (liabilities):
    Depreciation and amortization                                   $ (2,792)         $ (2,140)      $(1,714)
    Other                                                               (151)             (151)         (159)
                                                                    --------          --------       -------
         Gross deferred tax liabilities                               (2,943)           (2,291)       (1,873)
                                                                    --------          --------       -------
  Allowance for doubtful accounts                                      1,154               888         1,376
  Accrued expenses and other                                           2,893             2,196         1,282
  Inventory cost adjustments                                           1,734               342             -
  Foreign net operating losses (NOLs)                                  5,592             7,675         5,553
  Domestic tax credits and NOLs                                        2,326             3,512             -
                                                                    --------          --------       -------
         Gross deferred tax assets                                    13,699            14,613         8,211
                                                                    --------          --------       -------
                                                                      10,756            12,322         6,338
  Less:  Valuation allowance                                         (10,756)          (12,322)       (3,595)
                                                                    --------          --------       -------
             Net deferred tax asset                                 $      -          $      -       $ 2,743
                                                                    ========          ========       =======
</TABLE>


A valuation allowance has been recorded for all net deferred tax assets at
September 30, 2000 and 1999. A valuation allowance was established as of
September 30, 1998 for the deferred tax assets relating to the foreign net
operating losses generated from the United Kingdom and Swedish operations.
Management determined based on evaluation of current factors, that it was more
likely than not that such amounts will not be realized.

At September 30, 2000, domestic net operating losses approximated $1.7 million,
which were available to offset future taxable income. These net operating losses
expire in the year 2020.

At September 30, 2000, Brazilian and Swedish net operating losses approximated
$14,400 and $1,000, respectively, which are available to offset future taxable
income. These net operating losses may be carried forward indefinitely.

Accumulated deficits of non-U.S. subsidiaries, included in consolidated retained
earnings (deficit), amounted to ($28,326), ($23,034) and ($11,577) as of
September 30, 2000, 1999 and 1998, respectively. The Company follows the policy
of indefinitely reinvesting foreign earnings, if any, to expand its
international operations. Accordingly, the Company will not provide U.S. income
taxes on any future earnings.  In the event any earnings of non-U.S.
subsidiaries are repatriated, the Company will provide U.S. income taxes upon
repatriation of such earnings which will be offset by applicable foreign tax
credits, subject to certain limitations.

Total income taxes paid during fiscal 2000, 1999 and 1998 were $100, $212 and
$12,285, respectively.

                                     F-18

<PAGE>

NOTE 12 - RETIREMENT BENEFITS

Retirement Benefits Other than Pensions
---------------------------------------

The Company sponsored a post-retirement plan (the "Plan") that covered certain
domestic employees. The Plan provides for healthcare benefits and, in some
instances, life insurance benefits and is contributory with amounts adjusted
annually. When covered full-time employees retire between age 55 and age 65 with
15 years of service, they would have been eligible to receive, at a cost to the
retiree, certain healthcare benefits identical to those available to active
employees. After attaining age 65, an eligible retiree's healthcare benefit
coverage will become coordinated with Medicare.

The recorded liabilities for these post-retirement benefits, none of which have
been funded, at September 30 are listed below:

<TABLE>
<CAPTION>
                                                                        2000            1999            1998
<S>                                                                   <C>             <C>             <C>
Accumulated post-retirement benefit obligation:
  Retirees                                                            $    -          $    -          $    -
  Active employees                                                     2,950           2,380           2,060
                                                                      ------          ------          ------
Unfunded accumulated post-retirement benefit obligation                2,950           2,380           2,060
Unrecognized net gain                                                      -             250             186
                                                                      ------          ------          ------
Accrued post-retirement benefit cost                                  $2,950          $2,630          $2,246
                                                                      ======          ======          ======
</TABLE>

The components of net periodic post-retirement benefits cost including service
costs and interest costs were $320, $320 and $288 for the years ended September
30, 2000, 1999 and 1998, respectively.

The discount rate used in determining the accumulated post-retirement benefit
obligation was 7.25% at September 30, 2000 and 1999. The assumed healthcare cost
trend rates used in measuring the accumulated post-retirement benefit obligation
was 7.85% in 2000 and 1999, declining each year to an ultimate rate by 2004 of
4.75%. An increase of one percentage point in the assumed healthcare cost trend
rates for each future year would have increased the aggregate of the service and
interest cost components of the 2000 and 1999 net periodic post-retirement
benefit cost by $87 and would have increased the accumulated post-retirement
benefit obligation as of September 30, 2000 by $445.

401(k) Plan
-----------

The Company has voluntary 401(k) employee benefit plans ("401(k) Plans") which
covers all eligible domestic employees. The Company makes discretionary matching
contributions subject to a maximum level, in accordance with the terms of the
respective 401(k) Plans. The Company charged approximately $445, $391 and $488
to operating expense under the provisions of the 401(k) Plans in the years ended
September 30, 2000, 1999 and 1998, respectively.

Pension Plan
------------

The Company provides pension benefits covering certain domestic employees.
Benefits under the plan are based upon an employee's compensation and years of
service. It is the Company's policy to make contributions to the plan sufficient
to meet the minimum funding requirements of applicable laws and regulations plus
such additional amounts, if any, as the Company's actuarial consultants advise
to be appropriate.

The Company has amended the plan to freeze all future benefit accruals and
participation as of August 20, 2000.  In addition, the Company is in the process
of terminating the plan. For fiscal 2000, the plan assets were $512 and periodic
pension expense was $309. The net liability to terminate the plan is estimated
to be approximately $300 and has been accrued as of September 30, 2000.

                                     F-19
<PAGE>

The following table sets forth the plan's funded status and amounts recognized
in the Company's balance sheet at September 30, 1999 and 1998:

<TABLE>
<CAPTION>
                                                                        1999              1998
<S>                                                                  <C>               <C>
Actuarial present value of accumulated benefit obligations:
    Vested                                                              $ 474             $ 378
    Nonvested                                                              67               114
                                                                        -----             -----
           Accumulated benefit obligation                               $ 541             $ 492
                                                                        =====             =====

Projected benefit obligation                                            $ 643             $ 619
Plan assets at fair value                                                  17                 -
                                                                        -----             -----
           Projected benefit obligation in excess of plan                 626               619
            assets
Unrecognized prior service cost                                           (60)              (65)
Unrecognized net gain                                                    (283)                -
Adjustment required to recognize minimum liability                          9               (11)
                                                                        -----             -----
           Accrued pension costs                                        $ 292             $ 543
                                                                        =====             =====
</TABLE>

Net periodic pension cost for 1999 and 1998 includes the following components:

<TABLE>
<CAPTION>
                                                                         1999              1998
<S>                                                                    <C>               <C>
Service cost - benefits earned during the year                          $ 304             $ 266
Interest cost on projected benefit obligation                              21                24
Return on plan assets                                                     (19)              (10)
Net amortization and deferral                                             (12)                5
                                                                        -----             -----
                                                                        $ 294             $ 285
                                                                        =====             =====
</TABLE>


To determine the actuarial present value of the projected benefit obligation for
1999 and 1998, the following rates were used:

<TABLE>
<CAPTION>
                                                                      1999           1998

<S>                                                                  <C>            <C>
Discount rate                                                        6.75%           7.5%
Rate of increase in future compensation levels                        5.0%           5.0%
Expected long-term rate of return                                     8.0%           8.0%
</TABLE>



NOTE 13 - LONG-TERM DEBT

<TABLE>

                                                                       2000          1999           1998
<S>                                                                <C>            <C>            <C>
Senior secured credit agreement:
  Line of credit facility                                           $ 46,284        $38,000        $33,500
  Term notes                                                          56,726         56,726         61,199
  Industrial revenue bonds payable to bank                             1,733          2,030          2,380
                                                                    --------        -------        -------
                                                                    $104,743        $96,756        $97,079
                                                                    ========        =======        =======
</TABLE>

                                     F-20
<PAGE>

In conjunction with the acquisition of the Process Equipment Division of
Ingersoll-Rand, the Company entered into a senior secured credit agreement with
a bank whereby the Company retired its existing line of credit facilities,
including its foreign line of credit and term loan payable to another bank.
Under the terms of the agreement, the Company borrowed $60 million under two
term loans and, in connection therewith, was granted a $35 million revolving
credit facility to facilitate the acquisition. The revolving credit facility was
increased to $48 million in connection with the ACP acquisition.  Interest rates
on these loans vary, at the Company's option, based upon a factor applied to the
prime rate or LIBOR.  The weighted average interest rate for these borrowings
was 9.6%, 8.3% and 8.0% for fiscal 2000, 1999 and 1998, respectively. Under the
terms of the senior secured credit agreement, the Company was required to
maintain compliance with certain financial and other covenants.

The Company entered into both an interest rate swap and an interest rate collar
with a major financial institution to reduce exposures to interest rate
fluctuations. Under the rate swap, the Company agreed with other parties to
exchange, at specified intervals, the difference between fixed-rate and
floating-rate interest amounts calculated by reference to an agreed notional
principal amount. Under the interest rate collar, the Company effectively
limited its interest rate to a maximum of 7.0%. The notional amounts of each of
the interest rate swap and the interest rate collar outstanding at September 30,
1999 and 1998 was $40 expiring in February 1999 and 2000, respectively.

The Company is in default under the terms of its senior secured credit
agreement.  In November 1999, the senior secured lenders accelerated their
demand for payment in full.  Accordingly, all secured debt has been classified
as current in the consolidated financial statements as of September 30, 2000,
1999 and 1998 (See Note 2).

The industrial revenue bonds are payable in monthly installments of principal
and interest (7.66% at September 30, 2000) at a varying percentage (81% at
September 30, 2000) of the bank's prime rate through December 2004. Under the
terms of the industrial revenue bond indenture, the Company is required to
maintain compliance with certain financial and other covenants.  The Company is
currently in default under the terms of the bond indenture. Accordingly, the
bonds payable are classified as a current liability.

During fiscal 1998, the Company entered into a note payable for $5 million,
bearing interest at 8.81%, maturing on March 15, 2000 and collateralized by a
letter of credit.  In May 2000, the letter of credit was called and the loan was
repaid by the Senior Secured Lenders. The Company has other notes payable
through its foreign subsidiaries with various repayment terms and interest
rates.

During fiscal 2000, the Company adjusted certain accruals to increase its debt
obligation to the Senior Secured Lenders by approximately $10.3 million in order
to comply with an amount stipulated by the Bankruptcy Court. For cash flow
purposes, this transaction was treated as a non-cash transaction.

Substantially all of the Company's assets are pledged as security under the
various credit agreements.

The Company paid interest of  $766, $10,355 and $9,158 on borrowings during the
fiscal years ended 2000, 1999 and 1998, respectively.

                                     F-21
<PAGE>

NOTE 14 - COMMITMENTS AND CONTINGENCIES

Leases
------

The Company leases certain equipment under noncancelable operating leases.
Future minimum rental commitments under noncancelable leases in effect at
September 30, 2000 are as follows:

2001                                                           $450
2002                                                            110
2003                                                             39
2004                                                             28
2005                                                              3
Thereafter                                                        -
                                                               ----
                                                               $630
                                                               ====


Total rental expense for the years ended September 30, 2000, 1999 and 1998 was
$779, $738 and $887, respectively.

Litigation
----------


The Company has various pending litigation and other claims.  Those claims which
are made in the ordinary course of business may be covered in whole or in part
by insurance, and if found against the Company, management does not believe
these matters will have a material effect on the Company's financial position,
results of operations or cash flows.

Since January 1999, a class action lawsuit has been pending in the United States
District Court for the Middle District of Florida against the Company. The
lawsuit alleged that certain officers and directors of the Company violated
Sections 10(b) and 20(a) of the Securities and Exchange Act of 1934, as well as
rule 10b-5 promulgated thereunder. The lawsuit sought to recover damages on
behalf of all investors who purchased Gencor Industries, Inc. Common Stock
between February 5, 1998 and January 28, 1999. The claim was settled through the
Company's bankruptcy proceedings with no material adverse impact to the Company.


NOTE 15 - SHAREHOLDERS' EQUITY

Under the Company's amended Certificate of Incorporation, certain rights of the
holders of the Company's Common Stock are modified by shares of Class B Stock
for as long as such shall remain outstanding. During that period holders of
Common Stock will have the right to elect approximately 25% of the Company's
Board of Directors, and conversely, Class B Stock will be entitled to elect
approximately 75%. During the period when Common Stock and Class B Stock are
outstanding, certain matters submitted to a vote of shareholders will also
require approval of the holders of Common Stock and Class B Stock, each voting
separately as a class. Common stock and Class B shareholders have equal rights
with respect to dividends, preferences, and rights, including rights in
liquidation. Pursuant to its credit agreements, the Company will not be paying
dividends in the foreseeable future.


NOTE 16 - STOCK OPTIONS

The Company maintains stock option plans, which provide for the issuance of
nonqualified or incentive stock options to certain directors, officers and key
employees.

The 1992 Stock Option Plan (the "1992 Plan") authorizes the granting of options
to purchase up to 400,000 shares of the Company's Common Stock, 400,000 shares
of the Company's Class B Stock and fifteen percent (15%) of the authorized
Common Stock of any Company subsidiary. Shares are no longer available for grant
under the 1992 Plan since all options authorized under the Plan have been
granted.

                                     F-22
<PAGE>

The 1997 Stock Option Plan (the "1997 Plan") provides for the issuance of
incentive stock options and nonqualified stock options to purchase up to
1,200,000 shares of the Company's Common Stock, 1,200,000 shares of the
Company's Class B Stock and up to fifteen percent (15%) of the authorized Common
Stock of any subsidiary.

Under the terms of the Plans, option holders may tender previously owned shares
with a market value equal to the exercise price of the options at exercise date,
subject to Compensation Committee approval.  Additionally, option holders may,
upon Compensation Committee approval, surrender shares of stock to satisfy
federal withholding tax requirements.

Options become exercisable in a manner and on such dates and times as determined
by a committee of the Board of Directors. Options expire not more than ten years
from the date of grant. The option holders have no shareholder rights until the
date of issuance of a stock certificate for such shares. All outstanding options
in 1999 and 1998 were exercisable. All outstanding options at the end of 2000
are exercisable, except for the 100,000 shares granted during 2000, which are
limited to 20% per year over the next 5 years.  As of September 30, 2000, the
Company had issued approximately 2.18 million stock options. Options available
for future grants under the plans as of September 30, 2000 were 1.376 million.
The following table summarizes option activity under the plans:

<TABLE>
<CAPTION>
                                                                                               Weighted
                                                                          Number of          Option Price
                                                                           Shares              Per Share

<S>                                                                      <C>                 <C>
Outstanding at September 30, 1997                                         1,986,000                2.11
Options granted (at an exercise price of $8.44 in 1998)                      70,000                8.44
Exercised                                                                  (520,000)               2.27
                                                                          ---------              ------
Outstanding at September 30, 1998                                         1,536,000                2.77
Options granted (at an exercise price of $20.72 in 1999)                     24,000               20.72
Cancelled                                                                   (70,000)               8.44
Exercised                                                                   (30,000)               1.94
                                                                          ---------              ------
Outstanding at September 30, 1999                                         1,460,000                2.81
Options granted (at an exercise price of $.87 in 2000)                      100,000                0.87
Cancelled                                                                  (110,000)               6.04
Exercised                                                                         -                   -
                                                                          ---------              ------
Outstanding at September 30, 2000                                         1,450,000              $ 1.99
                                                                          =========              ======
</TABLE>

During fiscal 1998, three officers of the Company exercised options to purchase
190,000 shares of Common Stock and 200,000 shares of Class B Stock.  The option
holders elected to tender previously owned shares to fund the exercise price.
Federal withholding taxes totaling $778 on the gain to the three option holders
from the option exercise was funded by the Company through the repurchase of
39,900 shares of Common Stock and 42,000 shares of Class B Stock from the shares
issued upon option exercise. The transaction resulted in tax deductible expenses
of approximately $2.1 million and income tax savings in excess of $800 to the
Company.

                                     F-23
<PAGE>

The following table summarizes information about stock options outstanding at
September 30, 2000:

<TABLE>
<CAPTION>
                                                                                 Weighted
                                                                                  Average
                                                                 Number of       Remaining       Weighted
                                                                  Options       Contractual      Average
Range of Exercise Price                                         Outstanding        Life       Exercise Price

<S>                                                            <C>             <C>            <C>
$ 0.00 - $ 1.00                                                       100,000           4.92           $0.87
$ 1.01 - $ 2.00                                                       940,000           0.81           $1.94
$ 2.01 - $ 3.00                                                       410,000           4.21           $2.38
                                                                    ---------           ----           -----
                                                                    1,450,000           2.09           $1.99
                                                                    =========           ====           =====
</TABLE>

The pro forma impact on fiscal 2000, 1999 and 1998 net loss and loss per share
for the options granted in fiscal 2000, 1999 and 1998 is not material. The fair
value of options at date of grant was estimated using the Black-Scholes option-
pricing model with the following assumptions:

<TABLE>
<S>                                                                  <C>
Expected dividend yield                                                            0 %
Expected stock price volatility                                                   55 %
Risk-free interest rate                                                         6.65 %
Expected life of options                                                       3 years
</TABLE>


NOTE 17 - RELATED PARTY TRANSACTIONS

During fiscal 2000, 1999 and 1998, Marcar Leasing Corporation ("Marcar") was
engaged in  leasing machinery and vehicles to the public and the Company.
Marcar is owned by family members of the Company's Chairman. The terms of the
leases are established based on the rates charged by independent leasing
organizations and are believed by the Board of Directors to be more favorable
than those generally available from independent third parties. Leases between
the Company and Marcar generally provide for equal monthly payments over either
thirty-six months or forty-eight months. During fiscal 2000, 1999 and 1998, the
Company made lease payments to Marcar totaling $270, $246 and $218,
respectively.

                                     F-24
<PAGE>

                                  SCHEDULE II

                            GENCOR INDUSTRIES, INC.

                       Valuation and Qualifying Accounts

<TABLE>
<CAPTION>
                                                 Balance at           Charges/Credits                                    Balance at
                                                  Beginning             to Cost and               Additions/               End of
Description                                       of Period              Expenses               (Deductions) (1)           Period
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>                  <C>                       <C>                      <C>
Valuation accounts deducted
  from assets to which they apply:

For doubtful accounts receivable:

  September 30, 2000                                $2,870                  $   262                 $    14                 $3,146

  September 30, 1999                                $5,573                  $ 2,270                 $(4,973)                $2,870

  September 30, 1998                                $3,412                  $ 2,264                 $  (103)                $5,573
      (As restated) (2)



For inventory obsolescence:

  September 30, 2000                                $4,639                  $  (732)                $     -                 $3,907

  September 30, 1999                                $3,578                  $ 1,061                 $     -                 $4,639

  September 30, 1998                                $2,888                  $   690                 $     -                 $3,578
    (As restated) (2)
</TABLE>


(1)  Represents accounts written off during the year and collections of accounts
     previously written off.
(2)  For a more detailed description, see Note 4 to the consolidated financial
     statements included in the Form 10-K for the year ended September 30, 2000.

                                     F-25
<PAGE>

                                 EXHIBIT INDEX
                                 -------------

EXHIBIT
NUMBER                              DESCRIPTION
------                              -----------

  2.1        Second Amended Plan of Reorganization of Gencor Industries, Inc.,
             As Modified  Dated: July 8, 2001

  2.2        Asset Purchase Agreement Re: CPM

  2.3        First Amendment to Asset Purchase Agreement

  21.0       Subsidiaries of the Registrant.