<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, 2001

          [ ]  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 December 19, 2001:
$15,376,057

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 December 19, 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
<PAGE>

PART I


ITEM 1.  BUSINESS

OVERVIEW

Gencor Industries, Inc. and its subsidiaries (the "Company") is a leading
manufacturer of process machinery used in the production of highway construction
materials such as hot-mix asphalt. The Company's products are manufactured in
two plant facilities in the United States and one plant facility located in the
United Kingdom. The Company's products are sold through a combination of Company
sales representatives and independent dealers and agents located throughout the
world. For the last several years, the Company has operated two business groups:
the Construction Equipment Group ("CEG") and the Consolidated Process Machinery
Group ("CPM").

Construction Equipment Group (CEG)

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.

Because CEG's products are sold primarily to the highway construction industry,
the business is 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 increased authorized funding levels for highway
construction and rehabilitation to $167 billion over the five- year period,
beginning October 1, 1998 through September 30, 2003.  The Company has assessed
the positive impact of TEA-21 on its future business outlook, and strongly
believes it will result in increased demand for its products and services.

Consolidated Process Machinery (CPM)

CPM 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.

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. On May 29, 2001, the Company sold the
domestic and foreign operations of CPM.

Economic Trends

The current national economic environment will more than likely negatively
impact the Company's near-term performance as customers delay capital
expenditures and adjust their operating budgets to accommodate a more subdued
economic outlook. The duration of the economic slowdown and the extent to which
it will impact the overall U.S. economy and the Company's operations remains
uncertain. However, the Company's
<PAGE>

management continues to believe in the underlying strength and resiliency of the
nation's economy and remains optimistic about the Company's long-term prospects.

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 (the "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 December 31, 2001. Pursuant to the
Amended Plan, as of the Effective Date, the sale of CPM's domestic and foreign
operations was to be consummated. 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. On December 27, 2001, the
Senior Secured Lenders and the Company signed an Amended and Restated Senior
Secured Credit Agreement, which specifies that the remaining claims of the
Senior Secured Lenders be paid over a four-year period with the remaining
balance due in September 2005. Management intends to refinance any remaining
balance.

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 Corporation were
acquired in 1986. In 1987, the Company changed its name to Gencor Industries,
Inc. and acquired the Davis Line and its H & B product line 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. 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 acquisition and expansion into
  the food processing machinery industry provided the Company new opportunities
  in niche markets, which manufacture equipment to process food products such as
  pelletized animal feeds, sugar and edible oils. Included in the CPM group were
  a number of foreign subsidiaries.

 . 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.

                                       3
<PAGE>

  In September 2000, the Company announced its intent to dispose of Gumaco as
  well as all sugar industry product entities acquired in the PED acquisition.
  Accordingly, in September 2001, CPM's subsidiary Silver-Weibull A.B. was
  placed in receivership and subsequently sold in November 2001. The Company
  included the operating results of Gumaco and Silver-Weibull in 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 than 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. Following the
  acquisition ACP Holdings P.L.C. was renamed Gencor ACP, Ltd. ("ACP").

  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 this subsidiary was changed to
  Gencor International Limited ("Gencor International").

INTEREST IN CARBONTRONICS, LLC

In January 1998, the Company finalized agreements with Carbontronics, LLC
("CLLC") pursuant to which the Company sold, manufactured, and installed four
synthetic fuel production plants. These plants were sold by CLLC to a limited
partnership ("LP"), Carbontronics Synfuel Investors, LLC, which 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.

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. 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
Equipment Company, developed the continuous process for asphalt production,
which has been adopted as the United States industry's standard technology, as
well as patented the counterflow technology, several adaptations of which have
become 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.

                                       4
<PAGE>

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 variety of
industrial 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.

PRODUCT ENGINEERING AND DEVELOPMENT

The Company is engaged in 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.

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. This, however, may
change from time to time.

SEASONALITY

Subsequent to the sale of its food production machinery operations of CPM in May
2001, the Company is concentrated in the asphalt-related business of CEG and
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.

                                       5
<PAGE>

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-the-sale customer support. Management believes its ability to compete
depends upon its continual efforts to improve product performance and
dependability, competitively price its products, and provide the best customer
support and service 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 Company's manufacturing processes allow for a relatively short turnaround
from the order date to shipment date of 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 or future financial results. The
Company's backlog was approximately $13 million as of December 18, 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

                                       6
<PAGE>

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.

EMPLOYEES

As of September 30, 2001, the Company employed a total of 490 employees; there
were 404 employees in the domestic U.S. operations and 86 employees in the U.K.
operations. The Company had collective bargaining agreements covering production
and maintenance employees at its Marquette, Iowa facilities. The remaining
domestic employees are not represented by a labor union or collective bargaining
agreement. The Company believes that its relationship with its employees is
good.

EXECUTIVE OFFICERS OF THE REGISTRANT

The executive officers of the Company at September 30, 2001 were:

   NAME                          POSITION

   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

Mr. E.J. Elliott has served as Chairman of the Board since 1973 and President
since 1969. Mr. Elliott has over 46 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.

                                       7
<PAGE>

ITEM 2. PROPERTIES

The following table lists the properties owned or leased by the Company as of
September 30, 2001:

<TABLE>
<CAPTION>
                                               OWNED        SQUARE                                  BUSINESS
LOCATION                                      ACREAGE      FOOTAGE      PRINCIPAL FUNCTION           SEGMENT

<S>                                          <C>          <C>         <C>                              <C>
Araraquara, Brazil (1)                          29.2      295,000     Offices and manufacturing        CPM
Billingshurst, West Sussex England (1 )          1.2        5,000     Offices                          CEG
Hasselholm, Sweden (2)                           N/A       10,000     Offices and manufacturing        CPM
Leicester, England (1 )                          6.0       97,000     Offices and manufacturing        CEG
Marquette, Iowa (1 )                            72.0      137,000     Offices and manufacturing        CEG
Orlando, Florida (1)                            27.0      171,000     Corporate offices and            CEG
                                                                      manufacturing
</TABLE>
(1)  Owned
(2)  Leased


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 its discontinued operations, 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.

                                       8
<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.

                                       9
<PAGE>

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

None.

                                       10
<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
                                            ----                   ---
     1999
     ----
    First Quarter                          14.88                  7.50
    Second Quarter (1)                      9.25                  6.00
    Third Quarter                           n/a                    n/a
    Fourth Quarter                          n/a                    n/a

     2000
     ----
    First Quarter                           n/a                    n/a
    Second Quarter                          n/a                    n/a
    Third Quarter                           1.45                   .50
    Fourth Quarter                          1.75                   .77

     2001
     ----
    First Quarter                           1.42                   .80
    Second Quarter                          1.65                   .80
    Third Quarter                           2.38                  1.67
    Fourth Quarter                          3.35                  1.62

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


As of December 19, 2001, there were 469 holders of Common Stock of record and 9
holders of Class B Stock of record.

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.

                                       11
<PAGE>

ITEM 6.   SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>
                                                                     Years Ended September 30
                                              -----------------------------------------------------------------------
                                                   2001           2000         1999         1998 (1)(4)      1997
                                                              (in thousands, except per share data)
<S>                                             <C>          <C>          <C>          <C>             <C>
Net revenue from continuing operations          $  71,134     $   96,808     $  101,399     $  125,283     $   63,719
Operating income (loss) from
  continuing operations                         $  (3,870)    $    3,848     $  (15,113)    $    7,887     $    1,024
Income (loss) from continuing operations        $  (4,248)    $    1,268     $  (12,544)    $   (1,236)    $     (122)
Discontinued operations: (2)
  Operating income (loss)                       $   5,695     $     (476)    $  (11,322)    $    2,891     $    7,017
  Gain on sale of businesses                    $   3,835     $      -       $      -       $     -        $     -
Extraordinary item- debt extinguishment         $   3,641     $      -       $      -       $     -        $     -
                                                ---------     ----------     ----------     ----------     ----------
Net income (loss)                               $   8,923     $      792     $  (23,866)    $    1,655     $    6,895
                                                =========     ==========     ==========     ==========     ==========

Per share data:
Basic:  (3)
Income (loss) from continuing operations        $   (0.49)    $     0.14     $    (1.45)    $    (0.15)    $    (0.02)
Discontinued operations: (2)
  Operating income (loss)                       $    0.66     $    (0.05)    $    (1.30)    $     0.35     $     0.87
  Gain on sale of businesses                    $    0.44     $      -       $      -       $     -        $     -
Extraordinary item - debt extinguishment        $    0.42     $      -       $      -       $     -        $     -
                                                ---------     ----------     ----------     ----------     ----------
Net income (loss)                               $    1.03     $     0.09     $    (2.75)    $     0.20     $     0.85
                                                =========     ==========     ==========     ==========     ==========

Diluted:  (3)
Income (loss) from continuing operations        $   (0.49)    $     0.14     $    (1.45)    $    (0.15)    $    (0.01)
Discontinued operations: (2)
  Operating income (loss)                       $    0.66     $    (0.05)    $    (1.30)    $     0.35     $     0.75
  Gain on sale of businesses                    $    0.44     $      -       $      -       $     -        $     -
Extraordinary item - debt extinguishment        $    0.42     $      -       $      -       $     -        $     -
                                                ---------     ----------     ----------     ----------     ----------
Net income (loss)                               $    1.03     $     0.09     $    (2.75)    $     0.20     $     0.74
                                                =========     ==========     ==========     ==========     ==========

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

Selected balance sheet data:
                                                                          September 30,
                                              -----------------------------------------------------------------------
                                                   2001           2000         1999           1998 (1)       1997

Current assets                                  $  47,956     $   85,869     $   93,424     $  100,151     $   95,393
Current liabilities                             $  29,671     $  140,672     $  149,737     $  142,312     $  136,155
Total assets                                    $  69,587     $  139,946     $  151,947     $  173,157     $  163,152
Long-term debt, less current maturities         $  34,333     $      -       $      -       $     -        $     -
Shareholders' equity (deficit)                  $   2,274     $   (7,423)    $   (4,275)    $   22,257     $   21,212
</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.

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

                                       12
<PAGE>

(3)  Applicable amounts have been restated to give retroactive effect to the
     adoption of SFAS 128, Earnings per Share.
(4)  Net revenues from continuing operations for 1998 include approximately $50
     million from sales of synthetic fuel production machinery.
<TABLE>
<CAPTION>
INTERIM FINANCIAL INFORMATION (UNAUDITED)
                                              In thousands, except per share amounts
                                                          Quarters ended
                                        --------------------------------------------------
                                        December 31    March 31    June 30    September 30
                                        -----------    --------    -------    ------------
<S>                                     <C>            <C>         <C>        <C>
2001:
Net Sales                                 $11,789       $21,610    $20,841       $16,894
Production costs                          $ 8,926       $15,470    $14,210       $14,664
Product engineering and
 development                              $   569       $   561    $   601       $   620
Selling, general and administrative       $ 3,335       $ 3,769    $ 3,877       $ 3,330
Restructuring costs                       $ 1,535       $ 1,450    $    75       $ 2,012
Income (loss) from continuing
 operations                               $(2,497)       $  327    $ 2,147       $(4,225)
Discontinued operations:
 Operating Income (loss)                  $   772       $ 1,367    $ 1,676       $ 1,880
 Gain on sale of businesses               $    -        $    -     $ 3,546       $   289
Income (loss) before extraordinary
 item                                     $(1,725)      $ 1,694    $ 7,369       $(2,056)
Extraordinary item-debt extinguishment    $    -        $    -     $    -        $ 3,641
Net Income (loss)                         $(1,725)      $ 1,694    $ 7,369       $ 1,585
Basic and diluted earnings per share:
Income (loss) from continuing operations  $ (0.29)      $  0.04    $  0.25       $ (0.49)
Discontinued operations:
 Operating income (loss)                  $  0.09       $  0.16    $  0.19       $  0.22
 Gain on sale of businesses               $  0.00       $  0.00    $  0.41       $  0.03
Extraordinary item- debt extinguishment   $  0.00       $  0.00    $  0.00       $  0.42
Net income (loss)                         $ (0.20)      $  0.20    $  0.85       $  0.18
</TABLE>
                                       13
<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 and demand for the
Company's products.


Changes in Financial Condition, Liquidity, and Capital Resources

Chapter 11 Bankruptcy Reorganization

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 December 31, 2001. Under the
Amended Plan, all of the Company's debts will be satisfied in full. On December
27, 2001, the Senior Secured Lenders and the Company signed an Amended and
Restated Senior Secured Credit Agreement, which specifies that the remaining
claims of the Senior Secured Lenders of approximately $34 million be paid over a
four-year period with the balance due in September 2005. Management intends to
refinance any remaining debt balance.

Discontinued Operations - Consolidated Process Machinery (CPM)

On May 29, 2001, the Company sold the food processing machinery group (CPM) for
$52 million. This consisted of the domestic operations located in Indiana, Iowa
and New Hampshire and the 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. In September
2001, the Swedish operation was placed into receivership and the business was
sold in November 2001. The Company also intends to sell the food processing
machinery operations located in Colorado and Brazil. The operating results of
the food processing machinery group were classified as discontinued operations
for all periods presented.

Other Changes in Financial Condition, Liquidity, and Capital Resources

Due to the bankruptcy filing in 2000, the entire outstanding debt balance of
$104.7 million at September 30, 2000 was classified as currently due. This
resulted in an unfavorable current ratio of .61:1 and negative working capital
of $54.8 million at September 30, 2000. On December 27, 2001, the Company and
its Senior Secured Lenders signed an Amended and Restated Secured Credit
Agreement.  Accordingly, the Company  reclassified the outstanding debt between
current maturities and long-term debt, which significantly improved its working
capital structure. As of September 30, 2001, the current ratio was 1.62:1 and
working capital was $18.3 million.

                                       14
<PAGE>

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.

During 2001, the Company was released from certain obligations totaling $1,494,
previously included in the Court stipulated amount. This was treated as a
forgiveness of debt and included in the extraordinary item - debt
extinguishment.

Pursuant to the terms of the amended and restated credit agreement, the Company
will not be paying dividends for the foreseeable future.

Results of Operations

Year ended September 30, 2001 compared with the year ended September 30, 2000

Continuing Operations - Construction Equipment Group (CEG)

Net sales for the construction equipment group (CEG) were $71.1 million for the
fiscal year ended September 30, 2001, reflecting a decline of $25.7 million or
26.5% from $96.8 million in 2000. CEG's domestic sales were $53.1 million during
2001, which reflected a decline of $17.3 million or 24.5% from $70.4 million
recorded for 2000. CEG's foreign sales during 2001 of $18.0 million also
declined by $8.4 or 31.1% from the previous year's levels. The decline in sales
reflects the negative impact of the bankruptcy proceedings and postponed
customer projects due to rising oil prices throughout most of 2000. Higher
prices for the petroleum based materials used in the production of hot-mix
asphalt negatively impacts the profitability of the Company's customers and
their willingness to commit to major plant projects.

Total production costs increased 3.1% as a percent of net sales during the
fiscal year 2001, as compared to 2000. The domestic operations reflected a 3%
increase in production costs as a percent of net sales. While production costs
at the foreign operations increased 11.1% as a percent of net sales over the
prior year's levels.

Research and development costs were $2.4 million during 2001 compared to $2.8
million in 2000. The reduction was reflected in CEG's domestic operations, where
research and development cost declined by approximately $.5 million from $2.6
million in 2000 to $2.1 million during 2001.

Selling, general and administrative expenses, excluding restructuring costs
reflected a decline of $2.7 million during 2001 from the previous year.

Discontinued Operations - Consolidated Process Machinery (CPM)

The operating income reported for the discontinued operations includes CPM's
domestic and foreign operations for the eight months ended May 29, 2001 (the
disposal date or sale date). Also included in  discontinued operations are the
operating results of the Colorado, Brazilian and Swedish operations, which were
not part of the CPM sale.

                                       15
<PAGE>

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.

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 performance in 1999 was negatively affected by
high production and engineering costs relating to the design and manufacture of
certain products, which proved to be more labor intensive and costly to produce.
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, and a return to more
historical profit margins.

Selling, general, and administrative expenses, including restructuring costs
declined by $5.5 million or 21%, from $26.2 million in 1999 to $20.7 million in
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 in 2000.

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.

                                       16
<PAGE>

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 believes the implementation of SFAS 141 and SFAS
142 will not significantly impact its financial statements.

                                       17
<PAGE>

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company operates manufacturing facilities and sales offices principally
located in the United States and the United Kingdom. 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 is the British pound. 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 their impact on earnings and cash flow and reduce
its overall borrowing costs.

At September 30, 2001, the Company had approximately $35.6 million of debt
outstanding. Under the Amended and Restated Secured Credit Agreement ,
substantially all of the Company's borrowings will bear interest at variable
rates based upon the prime rate plus 2%. The Company performed a sensitivity
analysis assuming a hypothetical 10% adverse movement in the interest rates on
the debt outstanding at the end of 2001. Such a movement in interest rates would
cause the Company to recognize additional interest expense of approximately
$356,000 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.

                                       18
<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.

                                       19
<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.

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 2001, 2000 and 1999 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 2001, 2000 and 1999, the Company made lease payments to Marcar totaling
$265,585, $269,726 and $246,168, respectively.

                                       20
<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:

     None for the quarter ended September 30, 2001.

(c)  Exhibit Index - 2001 Annual Report on Form 10-K.

<TABLE>
<CAPTION>
      EXHIBIT
      NUMBER                                DESCRIPTION                                    FILED HEREWITH
        <C>         <S>                                                                   <C>
        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

        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>

                                       21
<PAGE>

<TABLE>
<CAPTION>
       EXHIBIT
       NUMBER                               DESCRIPTION                                    FILED HEREWITH
        <C>         <S>                                                                   <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>

                                       22
<PAGE>

<TABLE>
<CAPTION>
      EXHIBIT
      NUMBER                                DESCRIPTION                                    FILED HEREWITH
       <C>          <S>                                                                   <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>

                                       23
<PAGE>

<TABLE>
<CAPTION>
     EXHIBIT
     NUMBER                                 DESCRIPTION                                    FILED HEREWITH
       <C>          <S>                                                                   <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>

                                       24
<PAGE>

<TABLE>
<CAPTION>
      EXHIBIT
      NUMBER                                DESCRIPTION                                    FILED HEREWITH
       <C>          <S>                                                                   <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.

                                       25
<PAGE>

                                                                      EXHIBIT 21

                    GENCOR INDUSTRIES, INC. AND SUBSIDIARIES

                         SUBSIDIARIES OF THE REGISTRANT


All of the operating subsidiaries of Gencor Industries, Inc., a Delaware
Corporation, listed below are included in the Consolidated Financial Statements:

<TABLE>
<CAPTION>
                                                                     State in Which      Country in Which
                                                                      Incorporated         Incorporated
                                                                     --------------      ----------------
<S>                                                                  <C>                 <C>
General Combustion Corporation                                          Florida

General Combustion Limited                                                                    England

Bituma-Stor, Inc.                                                         Iowa

Bituma Corporation                                                     Washington

Equipment Services Group, Inc.                                          Florida

CPM Brazil, Inc.                                                        Florida

CPM do Brasil Ltda.                                                                           Brazil

Gumaco Industria E Comercio Ltda.                                                             Brazil

Gumaco Projectos E. Montagens Ltda.                                                           Brazil

CPM Industria E Comercio Ltda.                                                                Brazil

Silver-Weibull A.B.                                                                           Sweden

Gencor International Limited                                                                  England

Gencor ACP, Ltd.                                                                              England
</TABLE>

                                       26
<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: December 27th 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

                                       27
<PAGE>

                            GENCOR INDUSTRIES, INC.

        INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES

<TABLE>
<CAPTION>
                                                                   PAGE
                                                                   ----
<S>                                                                <C>
Reports of Independent Certified Public Accountants..............   29

Consolidated Balance Sheets as of September 30, 2001 and 2000....   30

Consolidated Statements of Operations for the years ended
September 30, 2001, 2000 and 1999................................   31

Consolidated Statements of Shareholders' Equity (Deficit) for the
years ended September 30, 2001, 2000 and 1999....................   32

Consolidated Statements of Cash Flows for the years ended
September 30, 2001, 2000 and 1999................................   33

Notes to Consolidated Financial Statements.......................   34

Financial Statement Schedule:

Schedule II.  Valuation and Qualifying Accounts..................   49
</TABLE>

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 for Fiscal Year Ended 1999

The financial statements for the year ended September 30, 1999 were 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.

                                       28
<PAGE>

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


Board of Directors
Gencor Industries, Inc.
Orlando, Florida

We have audited the accompanying consolidated balance sheets of Gencor
Industries, Inc. and subsidiaries as of September 30, 2001 and 2000, and the
related consolidated statements of operations, shareholders' equity (deficit)
and cash flows for the years then ended.  Our audits 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 audits.  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 5% and 6%
of consolidated assets as of September 30, 2001 and 2000, and total revenues
constituting 4% of consolidated revenues for each of the years 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 audits in accordance with auditing standards generally accepted
in the United States of America.  Those standards require that we plan and
perform the audits 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 audits and the reports of
the other auditors provide a reasonable basis for our opinion.

In our opinion, based on our audits 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, 2001 and 2000, and the results of their
operations and their cash flows for the years 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
December 21, 2001, except for Note 2,
 as to which the date is December 27, 2001.

                                       29
<PAGE>

                            GENCOR INDUSTRIES, INC.
                          CONSOLIDATED BALANCE SHEETS
                     (In thousands, except per share data)

<TABLE>
<CAPTION>
                                                                                       September 30,
                                                                            -------------------------------------
ASSETS                                                                          2001                       2000
<S>                                                                           <C>                           <C>
Current assets:
  Cash and cash equivalents                                                    $14,158                  $ 17,971
  Accounts receivable, less allowance for doubtful accounts
     of $1,629 ($3,146 in 2000)                                                  8,441                    22,469
  Other receivables                                                                231                     1,661
  Inventories, net                                                              23,105                    41,394
  Prepaid expenses                                                               2,021                     2,374
                                                                               -------                  --------
           Total current assets                                                 47,956                    85,869

Property and equipment, net                                                     16,774                    33,567
Goodwill, net of accumulated amortization                                          379                    12,018
Other assets                                                                     4,478                     8,492
                                                                               -------                  --------
           Total assets                                                        $69,587                  $139,946
                                                                               =======                  ========
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
  Notes payable                                                                $   196                  $  1,124
  Current portion of long-term debt                                              1,299                   104,743
  Accounts payable                                                               8,788                    17,079
  Customer deposits                                                                405                     1,735
  Income and other taxes payable                                                 3,470                     1,362
  Accrued expenses                                                              15,513                    14,629
                                                                               -------                  --------
           Total current liabilities                                            29,671                   140,672

Post-retirement benefits                                                             -                     2,950
Long-term debt                                                                  34,333                         -
Other liabilities                                                                3,309                     3,747
                                                                               -------                  --------
           Total liabilities                                                    67,313                   147,369
                                                                               -------                  --------
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 2001 and 2000                                        697                       697
  Class B stock, par value $.10 per share; 6,000,000 shares authorized:
    1,890,398 shares issued in 2001 and 2000                                       189                       189
  Capital in excess of par value                                                11,343                    11,343
  Accumulated deficit                                                           (1,187)                  (10,110)
  Accumulated other comprehensive loss                                          (6,969)                   (7,743)
  Subscription receivable from officer                                             (95)                      (95)
  Common stock in treasury, 179,400 shares at cost                              (1,704)                   (1,704)
                                                                               -------                  --------
                                                                                 2,274                    (7,423)
                                                                               -------                  --------
                                                                               $69,587                  $139,946
                                                                               =======                  ========


                                  See accompanying notes to consolidated financial statements.
</TABLE>


                                       30
<PAGE>

                            GENCOR INDUSTRIES, INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                     (In thousands, except per share data)

<TABLE>
<CAPTION>

                                                                               FOR THE YEARS ENDED SEPTEMBER 30,
                                                                            ----------------------------------------
                                                                                2001           2000            1999
<S>                                                                          <C>            <C>            <C>
Net revenue                                                                  $71,134        $96,808        $101,399
                                                                             -------        -------        --------
Costs and expenses:
     Production costs                                                         53,270         69,509          85,915
     Product engineering and development                                       2,351          2,783           4,404
     Selling, general and administrative                                      14,311         16,978          26,193
     Restructuring costs                                                       5,072          3,690               -
                                                                             -------        -------        --------
                                                                              75,004         92,960         116,512
                                                                             -------        -------        --------
Operating income (loss)                                                       (3,870)         3,848         (15,113)
                                                                             -------        -------        --------
Other income (expense):
     Interest income                                                             306            355              96
     Interest expense                                                           (782)        (3,194)         (3,220)
     Miscellaneous                                                                98            111            (883)
                                                                             -------        -------        --------
                                                                                (378)        (2,728)         (4,007)
                                                                             -------        -------        --------
Income (loss) from continuing operations before income
  taxes, discontinued operations and extraordinary item                       (4,248)         1,120         (19,120)
Income taxes                                                                       -           (148)         (6,576)
                                                                             -------        -------        --------
Income (loss) from continuing operations                                      (4,248)         1,268         (12,544)
                                                                             -------        -------        --------
Discontinued operations
   Operating income (loss) (net of income tax expense of $1,816
       in 2001, $698 in 2000 and $2,908 in 1999)                               5,695           (476)        (11,322)
   Gain on sale of businesses, net of income taxes of $1,222                   3,835              -               -
                                                                             -------        -------        --------
Income (loss) before extraordinary item                                        5,282            792         (23,866)
Extraordinary item - debt extinguishment, net of
    income taxes of $1,161                                                     3,641              -               -
                                                                             -------        -------        --------
Net income (loss)                                                            $ 8,923        $   792        $(23,866)
                                                                             =======        =======        ========

Basic and diluted earnings (loss) per common share:
Income (loss) from continuing operations                                     $ (0.49)         $0.14        $  (1.45)
Discontinued operations:
   Operating income (loss)                                                      0.66          (0.05)          (1.30)
   Gain on sale of businesses                                                   0.44              -               -
Extraordinary item - debt extinguishment                                        0.42              -               -
                                                                             -------        -------        --------
Net income (loss)                                                            $  1.03          $0.09        $  (2.75)
                                                                             =======        =======        ========

                                   See accompanying notes to consolidated financial statements.

</TABLE>

                                       31
<PAGE>

                            GENCOR INDUSTRIES, INC.

           CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
                                (In thousands)

             FOR THE YEARS ENDED SEPTEMBER 30, 2001, 2000 AND 1999

<TABLE>
<CAPTION>


                                                                                             RETAINED
                                                                                CAPITAL IN   EARNINGS
                                              COMMON STOCK      CLASS B STOCK    EXCESS OF  (ACCUMULATED  COMPREHENSIVE
                                           SHARES     AMOUNT   SHARES   AMOUNT   PAR VALUE     DEFICIT)    INCOME (LOSS)

<S>                                         <C>          <C>     <C>       <C>       <C>          <C>          <C>
 September 30, 1998  - as restated          6,915        691    1,917      192      11,288      13,239
  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)
                                            -----       ----    -----     ----     -------    --------      --------
  Comprehensive loss                                                                                        $(26,315)
                                                                                                            ========
 September 30, 1999                         6,972        697    1,890      189      11,343     (10,902)
  Net income                                    -          -        -        -           -         792      $    792
  Translation adjustment                        -          -        -        -           -           -        (3,940)
                                            -----       ----    -----     ----     -------    --------      --------
  Comprehensive loss                                                                                        $ (3,148)
                                                                                                            ========
 September 30, 2000                         6,972        697    1,890      189     $11,343     (10,110)
  Net income                                    -          -        -        -           -       8,923      $  8,923
  Translation adjustment                        -          -        -        -           -           -           774
                                            -----       ----    -----     ----     -------    --------      --------
  Comprehensive income                                                                                      $  9,697
                                                                                                            ========
 September 30, 2001                         6,972       $697    1,890     $189     $11,343    $ (1,187)
                                            =====       ====    =====     ====     =======    ========
</TABLE>

<TABLE>
<CAPTION>
                                           ACCUMULATED   SUBSCRIPTION
                                             OTHER        RECEIVABLE                                TOTAL
                                          COMPREHENSIVE      FROM           TREASURY STOCK        SHAREHOLDERS'
                                         INCOME (LOSS)      OFFICER        SHARES       COST     EQUITY (DEFICIT)
<S>                                           <C>             <C>        <C>           <C>          <C>
 September 30, 1998  - as restated           (1,354)         (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)           -               -            -        (2,449)
                                            --------        ----             ---      -------        ------
  Comprehensive loss

 September 30, 1999                          (3,803)         (95)            179       (1,704)       (4,275)
  Net income                                      -            -               -            -           792
  Translation adjustment                     (3,940)           -               -            -        (3,940)
                                            --------        ----             ---      -------        ------
  Comprehensive loss

 September 30, 2000                          (7,743)         (95)            179       (1,704)       (7,423)
  Net income                                      -            -               -            -         8,923
  Translation adjustment                        774            -               -            -           774
                                            --------        ----             ---      -------        ------
  Comprehensive income

 September 30, 2001                         $(6,969)        $(95)            179      $(1,704)       $2,274
                                            ========        ====             ===      =======        ======

                                   See accompanying notes to consolidated financial statements.

</TABLE>

                                       32
<PAGE>

                                      GENCOR INDUSTRIES, INC.
                               Consolidated Statements of Cash Flows
                                            In thousands


<TABLE>
<CAPTION>
                                                                  FOR THE YEARS ENDED SEPTEMBER 30,
                                                                 ----------------------------------
                                                                   2001         2000         1999

<S>                                                               <C>          <C>          <C>
Cash flows from operations:
  Net income (loss)                                              $  8,923      $   792     $(23,866)
  Adjustments to reconcile net income (loss)
  to cash provided by (used for) operations:
     Depreciation and amortization                                  4,021        5,240        4,731
     Gain on sale of assets                                           (13)        (247)           -
     Postretirement benefits                                            -          320          384
     Bad debt expense                                               1,124          262        2,270
     Gain on sale of businesses                                    (5,057)           -            -
     Loss on restructuring of assets                                1,758
     Extraordinary item - debt extinguishment                      (4,802)           -            -
     Impairment of long-lived assets and goodwill                       -            -        4,846
     Unrecoverable deposits                                             -            -        3,923
     Change in assets and liabilities - net of businesses
      sold:
          Income tax receivable                                         -        9,664       (6,475)
          Accounts receivable                                       3,291        5,894        1,769
          Other receivables                                         1,430        1,152        1,019
          Inventories                                                 457       (1,614)       7,496
          Prepaid expenses                                           (722)        (453)       1,981
          Other assets                                             (1,679)         635       (5,393)
          Deferred income taxes                                         -            -        2,744
          Accounts payable                                          2,815       (4,378)       2,948
          Customer deposits                                        (1,330)      (3,710)       2,086
          Income and other taxes payable                            2,746         (996)       1,023
          Accrued expenses                                           (868)       6,556        1,800
          Other liabilities                                          (438)      (3,785)        (169)
                                                                 --------      -------     --------
                 Total adjustments                                  2,733       14,540       26,983
                                                                 --------      -------     --------
Cash provided by operations                                        11,656       15,332        3,117
                                                                 --------      -------     --------
Cash flows from (used for) investing activities:
     Net proceeds from sale of business unit                       48,778            -            -
     Capital expenditures, net                                        (88)      (1,624)      (1,613)
     Proceeds from sale of property and equipment                   4,090          442          633
                                                                 --------      -------     --------
Cash from (used for) investing activities                          52,780       (1,182)        (980)
                                                                 --------      -------     --------
Cash flows from financing activities:
     Net reduction in notes payable                                  (615)      (2,928)        (109)
     Repayment of debt                                            (67,616)      (7,802)      (4,823)
     Borrowings                                                         -        5,500        4,500
     Cash dividends paid                                                -            -         (275)
     Issuance of common stock                                           -            -           58
                                                                 --------      -------     --------
Cash used for financing activities                                (68,231)      (5,230)        (649)
                                                                 --------      -------     --------
Effect of exchange rate changes on cash                               (18)        (530)        (446)
                                                                 --------      -------     --------
Net increase (decrease) in cash                                    (3,813)       8,390        1,042
Cash and cash equivalents at:
     Beginning of year                                             17,971        9,581        8,539
                                                                 --------      -------     --------
     End of year                                                 $ 14,158      $17,971     $  9,581
                                                                 ========      =======     ========
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       33
<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") is a
diversified heavy machinery manufacturer for the production of highway
construction materials, synthetic fuels and environmental control machinery and
equipment.

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,
extraordinary items and net income (loss) by the weighted average number of
shares outstanding. Diluted per share information is the same as basic in 2001
and 1999 because the impact of potential common stock equivalents on the 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, 2001,
2000 and 1999:

<TABLE>
<CAPTION>
                                      2001                             2000                              1999
                          ------------------------------   ----------------------------    ----------------------------------
                                               Per Share                     Per Share                             Per Share
                           Loss      Shares     Amount     Income    Shares   Amount        Loss        Shares      Amount
<S>                       <C>         <C>      <C>         <C>       <C>     <C>            <C>         <C>         <C>

Basic and diluted EPS     $(4,248)  8,682,468   $(0.49)     $1,268  8,682,468  $0.14       $(12,544)   8,681,400   $(1.45)
                          -------   ---------   ------      ------  ---------  -----       --------    ---------   ------
</TABLE>



Approximately 1,700,000 options to purchase common stock have not been included
as common stock equivalents in the fiscal 2001, 2000 and 1999 per share
calculations since the effect would not be dilutive or would be antidilutive.

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.

                                       34
<PAGE>

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 and accounts
receivable. 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 road and highway construction industry. 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.

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 $3,699 and $2,980 as of
September 30, 2001and 2000, respectively. The assets are stated at lower of
depreciated cost or fair value less cost to sell and are no longer depreciated.

                                       35
<PAGE>

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.

Investment in Unconsolidated Investees

As of September 30, 2001 and 2000, the Company owns a 45% interest in
Carbontronics LLC and a 25% interest in Carbontronics II LLC.  These equity
interests were obtained as part of contracts to build four synthetic 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. During 2001, the Company received a
distribution of approximately $215, which was included in miscellaneous income.
No significant income was derived from these equity investments during 2000 or
1999.

Revenues

Revenues from contracts for the design and manufacture of certain custom
equipment are recognized under the percentage-of-completion method. Revenues
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.

Restructuring Costs

Restructuring costs include legal, professional fees and redundancy costs
relating to the reorganization of the Company and its wholly-owned subsidiary
ACP. Also included in 2001, are losses from the revaluation of ACP's assets
attributed to its reorganization under receivership (See Note 17).

                                       36
<PAGE>

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 (See Note 10).

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).

Reporting Segments

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



<TABLE>
<CAPTION>

                                   2001                                    2000                                 1999
                         ---------------------------            ---------------------------           ----------------------------
                                          LONG-TERM                             LONG-TERM                              LONG-TERM
                          REVENUES         ASSETS               REVENUES         ASSETS                REVENUES         ASSETS
<S>                         <C>             <C>                   <C>              <C>                   <C>               <C>
United States              $53,124         $ 9,610               $70,391         $11,126               $ 68,195         $13,514
United Kingdom              18,010           4,646                26,417           5,405                 33,204           6,559
                           -------         -------               -------         -------               --------         -------
Total                      $71,134         $14,256               $96,808         $16,531               $101,399         $20,073
                           =======         =======               =======         =======               ========         =======
</TABLE>



Revenues are attributed to geographic areas based on the location of the assets
producing the revenues. Sales to any particular customer were not significant
during 2001, 2000 and 1999.

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

                                       37
<PAGE>

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
believes the implementation of SFAS 141 and SFAS 142 will not significantly
impact its financial statements.

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 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 (the "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 December 31, 2001. 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. On December
27, 2001, the Senior Secured Lenders and the Company signed an Amended and
Restated Senior Secured Credit Agreement, which specifies that the remaining
claims of the Senior Secured Lenders of approximately $34 million be paid over a
four-year period with the remaining balance due in September 2005.


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.

                                       38
<PAGE>

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

<TABLE>
<CAPTION>

                                                           2001                    2000                    1999
<S>                                                        <C>                    <C>                     <C>
Net revenue                                              $42,938                 $81,044                $ 99,888
Costs and expenses                                        35,427                  80,822                 108,302
                                                         -------                 -------                --------
Income (loss) from discontinued operations
   before income taxes                                     7,511                     222                  (8,414)
Income taxes                                               1,816                     698                   2,908
                                                         -------                 -------                --------
Income (loss) from discontinued operations,
   net of income taxes                                   $ 5,695                 $  (476)               $(11,322)
                                                         =======                 =======                ========
</TABLE>


Assets and liabilities of the discontinued operations included in the Balance
Sheets at September 30th were:


<TABLE>

                                                                2001             2000
<S>                                                              <C>              <C>
Current assets                                               $  3,421         $ 43,947
Property, plant and equipment, net                              3,699           19,001
Other assets                                                    3,428           18,390
Current liabilities                                           (10,067)         (34,581)
Long-term liabilities                                          (4,726)          (8,435)
                                                             --------         --------
Net assets (liabilities) of discontinued operations          $ (4,245)        $ 38,322
                                                             ========         ========
</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 and the business was sold in November 2001. The
Company anticipates that it will realize a net gain on the disposal of its
discontinued operations.


NOTE 4 - 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, which has been
included in discontinued operations in the accompanying income statement.

                                       39
<PAGE>

NOTE 5 - INVENTORIES

Inventories at September 30 consist of the following:


                           2001              2000

Raw materials            $11,294           $17,532
Work in process            2,509             7,705
Finished goods             7,379            15,034
Used equipment             1,923             1,123
                         -------           -------
                         $23,105           $41,394
                         =======           =======


At September 30, 2001, accumulated costs of approximately $4,211 on major
contracts, net of progress payments of approximately $4,792, and estimated
earnings of approximately $2,538 amount to approximately $1,957 and are included
in work-in-process inventory. 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, 2001 and 2000, cost is determined by the last-in, first-out
(LIFO) method for 80% and 67%, respectively, of total inventories, exclusive of
progress payments, and the first-in, first-out (FIFO) method for all other
inventories. The estimated current cost of inventories exceeded their LIFO basis
by approximately $1,063 and $50, respectively. The inventory obsolescence
reserves for 2001 and 2000 were $2,638 and $3,907, respectively, and have been
apportioned between the raw materials, work in process and finished goods
inventories.


NOTE 6 - PROPERTY AND EQUIPMENT

Property and equipment at September 30 consist of the following:


                                             2001               2000

Land and improvements                     $  3,145           $  5,215
Building and improvements                   17,589             26,939
Machinery and equipment                      7,210             22,189
Tools, jigs and dies                           127                127
Furniture and equipment                      5,020              7,928
Vehicles                                       504              1,040
Construction in progress                       335                497
                                          --------           --------
                                            33,930             63,935
Less:  Accumulated depreciation            (17,156)           (30,368)
                                          --------           --------
                                          $ 16,774           $ 33,567
                                          ========           ========

Property and equipment as presented above includes approximately $15,500 of
fully depreciated assets which remain in service during fiscal 2001 and 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, 2001, 2000 and 1999 was
approximately $2,715, $3,639 and $3,578, respectively. There was no interest
capitalized during these years.

                                       40
<PAGE>

NOTE 7 - OTHER ASSETS

Other assets at September 30 consist of the following:


                                           2001             2000

Deposits                                 $3,230           $3,202
Deferred acquisition costs, net             491            2,236
Deferred loan costs, net                    175              660
Other                                       582            2,394
                                         ------           ------
                                         $4,478           $8,492
                                         ======           ======

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.


NOTE 8 - GOODWILL

Goodwill at September 30 is as follows:


                                      2001              2000

Goodwill                             $ 385           $14,477
Accumulated amortization                (6)           (2,459)
                                     -----           -------
Net                                  $ 379           $12,018
                                     =====           =======

During 2001, the carrying value of the goodwill relating to CPM's operations was
written off upon its sale.



NOTE 9 - ACCRUED EXPENSES

Accrued expenses consist of the following at September 30:


                                          2001             2000

Payroll and related accruals            $ 4,012          $ 5,690
Warranty and related accruals             1,178            1,985
Acquisition costs                             -              314
Professional fees                         1,737            1,930
Interest                                    200                -
Sales and property taxes                    414              103
Other                                     7,972            4,607
                                        -------          -------
Total                                   $15,513          $14,629
                                        =======          =======

                                       41
<PAGE>

NOTE 10 - INCOME TAXES

The provision for income taxes for continuing operations consists of:


<TABLE>
<CAPTION>

                                                           2001             2000            1999
<S>                                                        <C>               <C>            <C>
Current:
  Federal                                                   $ -            $   -         $(7,852)
  State                                                       -                -               -
  Foreign                                                     -             (148)             13
                                                            ---            -----         -------
       Total current expense (benefit)                        -             (148)         (7,839)
Deferred:
  Federal                                                     -                -           1,186
  State                                                       -                -              77
  Foreign                                                     -                -               -
                                                            ---            -----         -------
       Total deferred tax expense (benefit)                   -                -           1,263
                                                            ---            -----         -------
Provision for (benefit from) income taxes                   $ -            $(148)        $(6,576)
                                                            ===            =====         =======
</TABLE>



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>

                                                                            2001              2000            1999
<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)
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)
Losses for which no tax benefit has been recognized                        (35.0)                -               -
Other, net                                                                     -                 -            (0.4)
                                                                           -----             -----            ----
                                                                               - %           (13.2) %         34.4 %
                                                                           =====             =====            ====
Deferred taxes are recorded as follows:

                                                                            2001              2000            1999
Deferred tax assets (liabilities):
    Depreciation and amortization                                        $    (7)         $ (2,792)       $ (2,140)
    Allowance for doubtful accounts                                       (1,157)                -               -
    Other                                                                      -              (151)           (151)
                                                                          ------          --------        --------
         Gross deferred tax liabilities                                   (1,164)           (2,943)         (2,291)
                                                                          ------          --------        --------
    Allowance for doubtful accounts                                            -             1,154             888
    Accrued expenses and other                                             1,800             2,893           2,196
    Inventory cost adjustments                                               879             1,734             342
    Foreign net operating losses (NOLs)                                    5,500             5,592           7,675
    Domestic tax credits and NOLs                                            727             2,326           3,512
                                                                          ------          --------        --------
         Gross deferred tax assets                                         8,906            13,699          14,613
                                                                          ------          --------        --------
                                                                           7,742            10,756          12,322
    Less:  Valuation allowance                                            (7,742)          (10,756)        (12,322)
                                                                          ------          --------        --------
Net deferred tax asset                                                    $    -          $      -        $      -
                                                                          ======          ========        ========
</TABLE>

                                       42
<PAGE>

A valuation allowance has been recorded for all net deferred tax assets.
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 fully utilized to offset taxable income in 2001.

At September 30, 2001, Brazilian and Swedish net operating losses were
approximately $15,742 and $1,109, 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 ($24,816), ($28,326) and ($23,034) as of
September 30, 2001, 2000 and 1999, 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 2001, 2000 and 1999 were $0, $100 and
$212, respectively.


NOTE 11 - RETIREMENT BENEFITS

Retirement Benefits Other than Pensions

The Company sponsored a post-retirement plan (the "Plan") that covered certain
domestic employees of CPM. The Plan provided for healthcare benefits and, in
some instances, life insurance benefits and is contributory with amounts
adjusted annually. The plan no longer exists after the sale of the domestic and
foreign operations of CPM on May 29, 2001.

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


                                                          2001       2000
Accumulated post-retirement benefit obligation:
  Retirees                                                 $ -     $    -
  Active employees                                           -      2,950
                                                           ---     ------
Unfunded accumulated post-retirement benefit obligation      -      2,950
Unrecognized net gain                                        -
                                                           ---     ------
Accrued post-retirement benefit cost                       $ -     $2,950
                                                           ===     ======


The components of net periodic post-retirement benefits cost including service
costs and interest costs were $0, $320 and $320 for the years ended September
30, 2001, 2000 and 1999, 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
were 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.

                                       43
<PAGE>

401(k) Plan

The Company has voluntary 401(k) employee benefit plans ("401(k) Plans") which
cover 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 $277, $445 and $391
to operating expense under the provisions of the 401(k) Plans during the fiscal
years 2001, 2000 and 1999, respectively.

Pension Plan

The Company provided pension benefits covering certain domestic employees of its
former food processing segment (CPM). Benefits under the plan were based upon an
employee's compensation and years of service. It was 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 plan was amended to freeze all future benefit accruals and participation as
of August 20, 2000 and subsequently terminated during 2001, effective February
28, 2002. As of September 30, 2001, the plan assets were $512 and the estimated
net liability to terminate the plan was $700. Net periodic pension cost for
2001, 2000 and 1999 was $0, $309, and $294, respectively.


NOTE 12 - LONG-TERM DEBT


                                         2001               2000

Senior secured credit agreement:
  Line of credit facility               $   -            $  46,284
  Term notes                             33,897             56,726
Industrial revenue bonds                  1,735              1,733
                                        -------          ---------
                                         35,632            104,743
Less current maturities                  (1,299)          (104,743)
                                        -------          ---------
                                        $34,333          $     -
                                        =======          =========


During fiscal year 2000, the Company was 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 was
classified as current in the consolidated financial statements as of September
30, 2000.

On December 27, 2001, the Senior Secured Lenders and the Company signed an
Amended and Restated Secured Credit Agreement, which specifies monthly principal
payments of  $320 beginning December 2001 and continuing through July 2002, then
increasing to $400 in August 2002 and continuing to August 2005, with the
remaining balance due September 6, 2005. Management intends to refinance any
remaining balance. The interest rate during the term of the loan is based upon
the prime rate plus 2%. The Company may defer the first 13 monthly principal
payments and if so incur an additional 5% interest premium on the total deferred
principal payments until such time the deferred principal payments are paid. The
Amended and Restated Secured Credit Agreement provides for quarterly
supplemental principal payments if certain operating levels are surpassed and
also includes certain other financial and restrictive covenants.

Under the terms of the industrial revenue bond indenture, the Company is
required to maintain compliance with certain financial and other covenants.
During fiscal 2000, the Company was in default under the terms of the bond
indenture and discontinued making scheduled principal and interest payments.
Accordingly, the bonds payable were included in current maturities in the
financial statements for fiscal 2000. Beginning in fiscal year 2002, the

                                       44
<PAGE>

Company is required to make principal and interest payments to bring the loan
current as of January 2, 2002, after which monthly principal and interest
payments of $38 will begin in February 2002 and continue through March 2005.

During fiscal 2000, the Company adjusted certain interest accruals to increase
its debt obligation to the Senior Secured Lenders by approximately $10.3 million
to correspond to the debt amount as stipulated between the parties. For cash
flow purposes, this transaction was treated as a non-cash transaction.

During fiscal 2001, the Company was released from certain obligations totaling
$1,494, previously included in the Court stipulated debt amount. For financial
statement purposes, this was included in the extraordinary item - debt
extinguishment.

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

The Company paid interest of  $661, $766 and $10,355 on borrowings during the
fiscal years ended 2001, 2000 and 1999, respectively. The weighted-average
interest rate on these borrowings was 8.4%, 9.6% and 8.3%, respectively.


Minimum aggregate maturities of long-term debt under the Amended and Restated
Secured Credit Agreement and industrial revenue bonds for each of the five years
in the period ending September 30, 2006 and thereafter are as follows:


2002                            $ 1,299
2003                              3,995
2004                              5,226
2005                             25,112
2006 and thereafter                   -
                                -------
                                $35,632
                                =======



NOTE 13 - COMMITMENTS AND CONTINGENCIES

Leases

The Company leases certain equipment under noncancelable operating leases.
Future minimum rental commitments under these leases at September 30, 2001 are
as follows:


2002                                            $ 79
2003                                              25
2004                                              17
2005                                              11
2006 and thereafter                                -
                                                ----
                                                $132
                                                ====

Total rental expense for the fiscal years ended 2001, 2000 and 1999 was $870,
$779 and $738, 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.

                                       45
<PAGE>

NOTE 14 - 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 15 - 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.

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. Exercise of the options
granted during 2001 and 2000 are limited to 20% per year over the next 5 years.
As of September 30, 2001, the Company has approximately 1.7 million stock
options outstanding and 1.046 million options available for future grants under
the plans.

During 2001, the expiration dates on stock options previously issued to certain
officers, totaling 863,000 shares under option were extended until July 24,
2006. During the year, 330,000 incentive stock options were granted to non-
executive officers, managers and key employees pursuant to the approved Amended
Plan of Reorganization.

                                       46
<PAGE>

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, 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
                                                                                 ---------             ------
Outstanding at September 30, 2000                                                1,450,000               1.99
Options granted (at an exercise price of $1.65 in 2001)                            330,000               1.65
Expired                                                                           (104,000)              1.94
                                                                                 ---------             ------
Outstanding at September 30, 2001                                                1,676,000             $ 1.92
                                                                                 =========             ======
</TABLE>



The following table summarizes information about stock options outstanding at
September 30, 2001:


<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             3.92             $0.87
$ 1.01 - $ 2.00                                                             1,166,000             4.73             $1.87
$ 2.01 - $ 3.00                                                               410,000             3.21             $2.38
                                                                            ---------             ----             -----
                                                                            1,676,000             4.25             $1.92
                                                                            =========             ====             =====
</TABLE>



The pro forma impact on fiscal 2001 and 2000 net income (loss) and per share
amounts for the options granted during fiscal 2001 and 2000 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:


Expected dividend yield                              0%
Expected stock price volatility                     55%
Risk-free interest rate                           6.65%
Expected life of options                       3 years



NOTE 16 - RELATED PARTY TRANSACTIONS

During fiscal 2001 and 2000, 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-

                                       47
<PAGE>

six months or forty-eight months. During fiscal 2001, 2000 and 1999, the Company
made lease payments to Marcar totaling $266, $270 and $246, respectively.


NOTE 17 - REORGANIZATION OF GENCOR ACP, LTD. (ACP)

In June 2001, the Company's wholly-owned U.K. subsidiary, 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
this subsidiary was changed to Gencor International Limited ("Gencor
International"). The reorganization resulted in a loss on the restructuring of
assets of  $1,758 and an extraordinary gain on debt extinguishment of $3,307.

                                       48
<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 Year                Expenses           (Deductions)                  Year
--------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                      <C>                      <C>                      <C>
Valuation accounts deducted
  from assets to which they apply:

For doubtful accounts receivable:

  September 30, 2001                            $3,146               $1,124                 $(2,641)   (1)          $1,629

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

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




For inventory obsolescence:

  September 30, 2001                            $3,907               $  416                 $(1,685)   (1)          $2,638

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

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


</TABLE>

(1) Significant reductions due to the sale of the domestic and foreign
operations of CPM during May 2001.

                                       49