<PAGE>

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

                                   FORM 10-Q

                                  (Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE PERIOD ENDED March 31, 2001
                                 --------------

                                       OR

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

FOR THE TRANSITION PERIOD From   ____________________to ______________________

Commission file number    0-3821
                       ---------

                            GENCOR INDUSTRIES, INC.
                            -----------------------
            (Exact name of registrant as specified in its charter)

       Delaware                                         59-0933147
       --------                                         ----------
(State or other jurisdiction of                      (I.R.S. Employer
 incorporated or organization)                      Identification No.)

           5201 North Orange Blossom Trail, Orlando, Florida 32810
           --------------------------------------------------------
             (Address of principal executive offices)      (Zip Code)

                                (407) 290-6000
                                --------------
             (Registrant's telephone number, including area code)

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 and 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 such filing
requirements for the past 90 days.

                           Yes _______       No   X
                                                -------

Indicate number of shares outstanding of each of the issuer's classes of common
stock as of the latest practicable date.

         Class                                  Outstanding at July 31, 2001
         -----                                  ----------------------------

Common stock, $.10 par value                                6,884,070 shares
Class B stock, $.10 par value                               1,798,398 shares
<PAGE>

                            GENCOR INDUSTRIES, INC.

Index

<TABLE>
<CAPTION>
                                                                                                                       Page
<S>                                                                                                                    <C>
Part I.  Financial Information

         Item 1.    Financial Statements

                    Condensed consolidated balance sheets - March 31, 2001 (Unaudited)
                    and September 30, 2000                                                                              3

                    Unaudited condensed consolidated income statements - Three months and six months
                    ended March 31, 2001 and 2000                                                                       4

                    Unaudited condensed consolidated statements of cash flows - Six months
                    ended March 31, 2001 and 2000                                                                       5

                    Notes to condensed consolidated financial statements                                                6

         Item 2.    Management's Discussion and Analysis of Financial Position and Results of Operations                9

         Item 3.    Quantitative and Qualitative Disclosure of Market Risk                                             11

Part II. Other Information

         Item 6.    Exhibits and Reports on Form 8-K                                                                   12

Signatures                                                                                                             13
</TABLE>

                                       2
<PAGE>

Part I. Financial Information

Item 1. Financial Statements


                            GENCOR INDUSTRIES, INC.
                     Condensed Consolidated Balance Sheets
                      In thousands, except share amounts

<TABLE>
<CAPTION>
                                                                                 March 31          September 30
                                                                                   2001                2000
                                                                                   ----                ----
                                                                                (Unaudited)
<S>                                                                             <C>                <C>
Assets
Current assets:
  Cash and cash equivalents                                                      $  24,342           $  17,971
  Accounts receivable less allowance for
     doubtful accounts of $3,726 ($3,146 at September 30, 2000)                     23,021              24,130
  Inventories                                                                       45,684              41,394
  Prepaid expenses                                                                   2,617               2,374
                                                                                 ---------           ---------
Total current assets                                                                95,664              85,869

Property and equipment, net of accumulated depreciation of
    $31,218 and $30,368, respectively                                               31,032              33,567
Goodwill                                                                            11,698              12,018

Other assets                                                                         8,157               8,492
                                                                                 ---------           ---------
Total assets                                                                     $ 146,551           $ 139,946
                                                                                 =========           =========
Liabilities and shareholders' deficit
Current liabilities:
  Notes payable                                                                  $     572           $   1,124
  Current portion of long-term debt                                                104,743             104,743
  Accounts payable                                                                  18,315              17,079
  Customer deposits                                                                  3,408               1,735
  Income and other taxes payable                                                     2,947               1,362
  Accrued expenses                                                                  19,567              14,629
                                                                                 ---------           ---------
Total current liabilities                                                          149,552             140,672
Post-retirement benefits                                                             2,950               2,950
Other liabilities                                                                    3,747               3,747

Shareholders' 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                                                             697                 697
  Class B stock, par value $.10 per share; 6,000,000 shares authorized:
   1,890,398 shares issued                                                             189                 189
  Capital in excess of par value                                                    11,343              11,343
  Accumulated deficit                                                              (10,141)            (10,110)
  Accumulated other comprehensive loss                                              (9,987)             (7,743)
  Subscription receivable from officer                                                 (95)                (95)
  Common stock in treasury, 179,400 shares at cost                                  (1,704)             (1,704)
                                                                                 ---------           ---------
                                                                                    (9,698)             (7,423)
                                                                                 ---------           ---------
Total liabilities and shareholders' deficit                                      $ 146,551           $ 139,946
                                                                                 =========           =========
</TABLE>

See notes to condensed consolidated financial statements.

                                       3
<PAGE>

                            GENCOR INDUSTRIES, INC.
              Unaudited Condensed Consolidated Income Statements
                    In thousands, except per share amounts


<TABLE>
<CAPTION>
                                                                  Three Months Ended                  Six Months Ended
                                                                      March 31                            March 31
                                                                  2001            2000                2001           2000
                                                                  ----            ----                ----           ----
<S>                                                            <C>             <C>                 <C>             <C>
Net sales                                                      $ 21,610        $ 32,286            $ 33,399        $ 50,721
Costs and expenses:
     Production costs                                            15,470          22,947              24,396          36,618
     Product engineering and development                            561             710               1,130           1,478
     Selling, general and administrative                          3,769           4,611               7,104           8,713
     Restructuring costs                                          1,450             366               2,985             696
                                                               --------        --------            --------        --------
                                                                 21,250          28,634              35,615          47,505
                                                               --------        --------            --------        --------
Operating income (loss)                                             360           3,652              (2,216)          3,216
                                                               --------        --------            --------        --------
Other income (expense):
     Interest income                                                 65              63                 135              91
     Interest expense                                               (62)         (1,313)                (99)         (2,755)
     Miscellaneous                                                  (36)            (79)                 10              96
                                                               --------        --------            --------        --------
                                                                    (33)         (1,329)                 46          (2,568)
                                                               --------        --------            --------        --------
Income (loss) from continuing operations
   before income taxes                                              327           2,323              (2,170)            648
Income taxes                                                          -           1,016                   -             394
                                                               --------        --------            --------        --------
Income (loss) from continuing operations                            327           1,307              (2,170)            254
                                                               --------        --------            --------        --------
Discontinued operations
Income (loss) from discontinued operations,
   net of income taxes                                            1,367          (1,091)              2,139          (1,628)
                                                               --------        --------            --------        --------
Net income (loss)                                              $  1,694        $    216            $    (31)       $ (1,374)
                                                               ========        ========            ========        ========

Basic and diluted net income (loss) per common share:
Income (loss) from continuing operations                       $   0.04        $   0.15            $  (0.25)       $   0.03
Discontinued operations                                            0.16           (0.13)               0.25           (0.19)
                                                               --------        --------            --------        --------
Net income (loss)                                              $   0.20        $   0.02            $      -        $  (0.16)
                                                               ========        ========            ========        ========
</TABLE>

                                       4
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                   Six Months Ended
                                                                                       March 31
                                                                            2001                   2000
                                                                            ----                   ----
<S>                                                                      <C>                    <C>
Cash flows from operations:
  Net loss                                                               $   (31)               $  (1,374)
  Adjustments to reconcile net loss
  to cash provided by operations:
     Depreciation and amortization                                         2,169                    2,134
     (Gain) loss on disposition of assets                                    900                      (21)
     Postretirement benefits                                                   -                      192
     Change in assets and liabilities
          Accounts receivable                                                (22)                   7,400
          Inventories                                                     (4,290)                  (2,174)
          Prepaid expenses                                                  (243)                     225
          Other assets                                                       102                        -
          Accounts payable                                                 1,236                   (3,873)
          Customer deposits                                                1,673                      901
          Income and other taxes payable                                   1,585                   (1,082)
          Accrued expenses                                                 4,044                   (1,341)
          Other liabilities                                                    -                     (108)
                                                                        --------                ---------
                 Total adjustments                                         7,154                    2,253
                                                                        --------                ---------
Cash provided by operations                                                7,123                      879
                                                                        --------                ---------
Cash flows from investing activities:
     Capital expenditures                                                      -                   (1,299)
     Proceeds from sale of property and equipment                             19                       27
                                                                        --------                ---------
Cash provided by (used for) investing activities                              19                   (1,272)
                                                                        --------                ---------
Cash flows from financing activities:
     Net reduction in notes payable                                         (552)                    (250)
     Repayment of debt                                                         -                     (162)
                                                                        --------                ---------
Cash used for financing activities                                          (552)                    (412)
                                                                        --------                ---------
Effect of exchange rate changes on cash and cash equivalents                (219)                    (196)
                                                                        --------                ---------
Increase (decrease) in cash and cash equivalents                           6,371                   (1,001)
Cash and cash equivalents at beginning of period                          17,971                    9,581
                                                                        --------                ---------
Cash and cash equivalents at end of period                              $ 24,342                $   8,580
                                                                        ========                =========
</TABLE>

See notes to condensed consolidated financial statements.

                                       5
<PAGE>

                            GENCOR INDUSTRIES, INC.

Notes to Condensed Consolidated Financial Statements

Note 1 - Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all material adjustments
(consisting of normal recurring adjustments) considered necessary for a fair
presentation have been included. Operating results for the three- and six-month
periods ended March 31, 2001 are not necessarily indicative of the results that
may be expected for the year ended September 30, 2001.

The balance sheet at September 30, 2000 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.

For further information, refer to the consolidated financial statements and
footnotes thereto included in the Gencor Industries, Inc. annual report on Form
10-K for the year ended September 30, 2000.

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.

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

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


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

                                       6
<PAGE>

Note 3 - Discontinued Operations

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

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

<TABLE>
<CAPTION>
                                                                       Three-months Ended               Six-months Ended
                                                                             March 31                       March 31
                                                                       2001            2000           2001            2000
                                                                       ----            ----           ----            ----
<S>                                                               <C>             <C>             <C>             <C>
Net sales                                                           $18,631         $17,744        $34,009         $45,949
Costs and expenses                                                   16,296          18,673         30,355          47,280
                                                                    -------         -------        -------         -------
Income (loss) from discontinued operations before income taxes        2,335            (929)         3,654          (1,331)
Income taxes                                                            968             162          1,515             297

Income (loss) from discontinued operations, net of income taxes     -------         -------        -------         -------
                                                                    $ 1,367         $(1,091)       $ 2,139         $(1,628)
                                                                    =======         =======        =======         =======
</TABLE>

On May 29, 2001, the Company sold the stock of Consolidated Process Machinery'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. The
Company anticipates that it will realize a net gain on the disposal of its
discontinued operations.


Note 4 - Restructuring Costs

Restructuring costs consist of nonrecurring legal and professional fees relating
to the bankruptcy filing and amending the Company's credit agreements.


Note 5 - Inventories

The components of inventory consist of the following:

                                                 March 31        September 30
                                                   2001              2000
                                                   ----              ----
Raw materials                                    $ 17,641          $ 17,532
Work in process                                    10,484             7,705
Finished goods                                     16,356            15,034
Used equipment                                      1,203             1,123
                                                 --------          --------
                                                 $ 45,684          $ 41,394
                                                 ========          ========

                                       7
<PAGE>

Note 6 - Earnings Per Share Data

The following table sets forth the computation of basic and diluted earnings per
share for the periods indicated.

<TABLE>
<CAPTION>
                                                         Three Months Ended                      Six Months Ended
                                                               March 31                              March 31
                                                       2001               2000                2001              2000
                                                       ----               ----                ----              ----
<S>                                                   <C>               <C>                 <C>               <C>
Basic and diluted:
Income (loss) from continuing operations              $  327            $ 1,307             $(2,170)          $   254
Income (loss) from discontinued operations             1,367             (1,091)              2,139            (1,628)
                                                      ------            -------             -------           -------
Net income (loss)                                     $1,694            $   216             $   (31)          $(1,374)
                                                      ======            =======             =======           =======
Average outstanding shares                             8,682              8,682               8,682             8,682
                                                      ======            =======             =======           =======
Basic and diluted EPS:
Continuing operations                                 $ 0.04            $  0.15             $ (0.25)          $  0.03
Discontinued operations                                 0.16              (0.13)               0.25              0.19)
                                                      ------            -------             -------           -------
Net income (loss)                                     $ 0.20            $  0.02             $     -           $ (0.16)
                                                      ======            =======             =======           =======
</TABLE>

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


Note 7 - Comprehensive Income (Loss)

The total comprehensive income (loss) for the three-months ended March 31, 2001
and 2000 was $25 and ($1,599), respectively. For the six-month periods ended
March 31, 2001 and 2000, the total comprehensive loss was $2,275 and $4,487,
respectively. Total comprehensive income (loss) differs from net income (loss)
due to gains and losses resulting from foreign currency translation, which are
reflected separately in the shareholders' equity (deficit) section of the
balance sheet under the caption "Accumulated other comprehensive loss." Gains
and losses resulting from foreign currency transactions are included in income.

                                       8
<PAGE>

Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations

Results of Operations - Continuing Operations

Net sales for the quarter ended March 31, 2001 were approximately $21.6 million
reflecting a decline of $10.7 million, or 33.1%, from net sales of $32.3 million
for the same quarter of 2000. Net sales for the first six months of fiscal 2001
were $33.4 million as compared to $50.7 million for the same period of 2000,
reflecting a decline of $17.3 million or 34.1%. The majority of the decline
occurred in domestic net sales, which were down $8.9 million or 35.6% during the
quarter and $13.9 million or 36.5% for the first six-months of fiscal 2001as
compared to the same periods of 2000. The significant decline in sales is
attributed to the Company's filing for bankruptcy protection in September 2000
and the reluctance of several of its customers to commit to new plant projects
after the filing.

Gross margin as a percent of net sales was comparable between the two quarters.
On a year-to-date basis, gross margins slipped .08%. Gross margins for the
domestic operations reflected a 2.7% improvement for the quarter and six-month
period. However, higher production costs at the foreign operations caused
margins to deteriorate on foreign sales during the three-month and six-month
periods of 2001.

Selling, general and administrative expenses were $3.8 million and $7.1 million
for the three- and six-month periods of fiscal 2001, compared to $4.6 million
and $8.7 million for the same periods of fiscal 2000.

Restructuring costs were approximately $3 million and $.7 million during the
six-month period of 2001 and 2000, respectively.

The Company recorded lower interest expense in fiscal 2001, due to the
bankruptcy filing in September 2000. Interest expense would have been
approximately $2.6 million and $5.3 million for the three- and six-month periods
ended March 30, 2001 had the Company continued to record interest expense at the
original contracted rates in the loan agreements.


Liquidity and Capital Resources

Cash flows from operations were $7.1 million for the six-month period ended
March 31, 2001 as compared to $.9 million during the same period of 2000. The
increase reflects a net loss of $31 for the six-months of fiscal 2001 versus a
net loss of $1.4 million in 2000 and the recognition of approximately $1.7
million in customer deposits during the period. Changes in the other major
components of working capital, e.g. inventories, accounts payable and accrued
expenses, reflected net cash inflows during the six-month period ended 2001. The
Company did not incur any capital expenditures during the six-month period. Cash
and cash equivalents at March 31, 2001 were $24.3 million as compared to $8.6
million at March 31, 2000. The Company intends to use a portion of the cash and
cash equivalents to reduce its outstanding debt balance.

As of the Effective Date, the new credit agreement will go into effect (see Note
2 - Bankruptcy Proceedings). The new credit agreement will provide for full
payment of the outstanding balance over a four-year period and will contain
certain financial and other restrictive covenants. Any remaining debt balance in
2005 is expected to be refinanced.


The Company's management anticipates that after emerging from bankruptcy, its
existing working capital, credit resources and future cash flows are adequate to
meet its liquidity needs for the foreseeable future.

                                       9
<PAGE>

Seasonality

The asphalt-related operations of Construction Equipment Group (CEG) are 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 the
Company reporting lower sales and earnings and or losses during the first and
fourth quarters of its fiscal year ended September 30.

Forward-Looking Information

Certain statements in this Section and elsewhere in this report are forward-
looking in nature and relate to trends and events that may affect the Company's
future financial position and operating results. Such statements are made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. The terms "expect," "anticipate," "believe," "intend," and
"project" and similar words or expressions are intended to identify forward-
looking statements. These statements speak only as of the date of this report.
The statements are based on current expectations, are inherently uncertain, are
subject to risks, and should be viewed with caution. Actual results and
experience may differ materially from the forward-looking statements as a result
of many factors, including changes in economic conditions in the markets served
by the Company, increasing competition, fluctuations in raw materials and energy
prices, and other unanticipated events and conditions. It is not possible to
foresee or identify all such factors. The Company makes no commitment to update
any forward-looking statement or to disclose any facts, events, or circumstances
after the date hereof that may affect the accuracy of any forward-looking
statement.

                                       10
<PAGE>

Item 3.  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 exposure against the U.S. dollar is the British pound. The Company has
used foreign currency forward exchange contracts to mitigate fluctuations in
currency. The Company does not hold derivatives for trading purposes.
Periodically, the Company has used derivative financial instruments consisting
primarily of interest rate hedge agreements to manage exposures to interest rate
changes. The company's objective in managing its exposure to changes in interest
rates (on its variable rate debt) is to limit the impact of such changes on
earnings and cash flow and to reduce its overall borrowing costs. A 100 basis
point adverse movement (increase) in interest rates along the entire yield curve
would increase the pre-tax loss for the six-months ended March 31, 2001 by $528
and decrease the pre-tax income in 2000 by $509. Actual changes in rates may
differ from the hypothetical assumptions used in computing this exposure.

                                       11
<PAGE>

Part II. Other Information

Item 6. Exhibits and Reports on Form 8-K

A.   Exhibits:

     None.

B.   Reports on Form 8-K:

     Pursuant to Item 5 of Form 8-K, the Company filed a Form 8-K on March 28,
     2001, announcing that it had reached an agreement in principle with its
     lender group for long term refinancing and a consensual plan of
     reorganization. The Company also announced that a buyer was selected and a
     final contract executed for the sale of its CPM Group.

                                       12
<PAGE>

Signatures

Pursuant to the requirements 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.

                                        GENCOR INDUSTRIES, INC.


                                        /s/ Scott W. Runkel
Date:  October 25th 2001                ----------------------------------------
                                        Scott W. Runkel, Chief Financial Officer

                                       13