<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, 2002
                                  --------------

                                       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 X     No____
                                       ----

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

             Class                                 Outstanding at April 19, 2002
             -----                                 -----------------------------

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

<PAGE>

                             GENCOR INDUSTRIES, INC.

 Index

                                                                            Page

 Part I.    Financial Information

            Item 1.   Financial Statements

                      Condensed consolidated balance sheets -
                      March 31, 2002 (Unaudited)and September 30, 2001        3

                      Unaudited condensed consolidated income statements -
                      Three - and Six-months ended March 31, 2002 and 2001    4

                      Unaudited condensed consolidated statements of cash
                      flows - Six-month ended March 31, 2002 and 2001         5

                      Notes to unaudited condensed consolidated financial
                      statements                                              6

            Item 2.   Management's Discussion and Analysis of Financial
                      Position and Results of Operations                      10


            Item 3.   Quantitative and Qualitative Disclosure of Market Risk  12

 Part II.   Other Information

            Item 6.   Exhibits and Reports on Form 8-K                        13

 Signatures                                                                   14




                                       2





<PAGE>

 Part I. Financial Information

 Item 1. Financial Statements


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

                                                          March 31  September 30
                                                            2002        2001
                                                            ----        ----
 ASSETS                                                  (Unaudited)
 Current assets:
  Cash and cash equivalents                              $   10,617 $    14,158
  Accounts receivable, less allowance for doubtful
     accounts of $1,424 ($1,629 at September 30, 2001)       10,882       8,672
  Inventories                                                23,522      23,105
  Prepaid expenses                                            1,314       2,021
                                                         ---------- -----------
 Total current assets                                        46,335      47,956
                                                         ---------- -----------

 Property and equipment, net                                 16,285      16,774
 Goodwill, net of accumulated amortization                      375         379
 Other assets                                                 4,401       4,478
                                                         ---------- -----------
   Total assets                                          $   67,396 $    69,587
                                                         ========== ============
 LIABILITIES AND SHAREHOLDERS' EQUITY
 Current liabilities:
  Notes payable                                          $      196 $       196
  Current portion of long-term debt                           2,328       1,299
  Accounts payable                                            6,371       8,788
  Customer deposits                                           2,111         405
  Income and other taxes payable                              4,263       3,470
  Accrued expenses                                           13,185      15,513
                                                         ---------- ------------
 Total current liabilities                                   28,454      29,671
 Long-term debt                                              31,985      34,333
 Other liabilities                                            3,309       3,309
 Shareholders' equity:
  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                                          (236)     (1,187)
  Accumulated other comprehensive loss                       (6,546)     (6,969)
  Subscription receivable from officer                          (95)        (95)
  Common stock in treasury, 179,400 shares at cost           (1,704)     (1,704)
                                                         ---------- -----------
                                                              3,648       2,274
                                                         ---------- -----------
     Total liabilities and shareholders' equity          $   67,396 $    69,587
                                                         ========== ===========

 See notes to unaudited 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
                                                  2002             2001               2002               2001
                                                  ----             ----               ----               ----
<S>                                              <C>              <C>              <C>              <C>
Net sales                                        $ 22,433         $ 21,610         $ 33,305         $     33,399
Costs and expenses:
     Costs of products sold                        16,160           15,470           25,020               24,396
     Product engineering and development              429              561              850                1,130
     Selling, general and administrative            3,234            3,769            6,267                7,104
     Restructuring costs                                -            1,450              302                2,985
                                                 --------         --------         --------         ------------
                                                   19,823           21,250           32,439               35,615
                                                 --------         --------         --------         ------------
Operating income (loss)                             2,610              360              866               (2,216)
Other income (expense):
     Interest income                                   33               65               74                  135
     Interest expense                                (553)             (62)          (1,183)                 (99)
     Income from investees                          1,061                -            1,526                    -
     Miscellaneous                                     89              (36)              72                   10
                                                 --------         --------         --------         ------------
                                                      630              (33)             489                   46
                                                 --------         --------         --------         ------------
Income (loss) from continuing operations
   before income taxes                              3,240              327            1,355               (2,170)
Income taxes                                        1,170                -              571                    -
                                                 --------         --------         --------         ------------
Income (loss) from continuing operations            2,070              327              784               (2,170)
                                                 --------         --------         --------         ------------
Discontinued operations
   Income from discontinued operations, net
      of income taxes                                   6            1,367              167                2,139
                                                 --------         --------         --------         ------------
Net income (loss)                                $  2,076         $  1,694         $    951         $        (31)
                                                 ========         ========         ========         ============
Per common share:
Basic:
Income (loss) from continuing operations         $   0.24         $   0.04         $   0.09         $      (0.25)
Discontinued operations                          $   0.00         $   0.16         $   0.02         $       0.25
                                                 --------         --------         --------         ------------
Net income                                       $   0.24         $   0.20         $   0.11         $          -
                                                 ========         ========         ========         ============
Diluted:
Income (loss) from continuing operations         $   0.22         $   0.04         $   0.08         $      (0.25)
Discontinued operations                          $   0.00         $   0.16         $   0.02         $       0.25
                                                 --------         --------         --------         ------------
Net income                                       $   0.22         $   0.20         $   0.10         $          -
                                                 ========         ========         ========         ============
</TABLE>

See notes to unaudited condensed consolidated financial statements.

                                       4

<PAGE>

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

<TABLE>
<CAPTION>
                                                                      Six Months Ended
                                                                          March 31
                                                                -----------------------------
                                                                    2002            2001
                                                                    ----            ----
<S>                                                              <C>              <C>
Operating activities:
 Net income (loss)                                               $     951        $    (31)
 Adjustments to reconcile net income (loss)
 to cash provided by (used for) operating activities:
   Depreciation and amortization                                       829           2,169
   Loss on disposition of property and equipment                         -             900
   Write-off deferred loan costs                                        43               -
   Income from investees                                            (1,526)              -
   Other noncash items                                                (120)              -
   Change in assets and liabilities net of disposed business
     Accounts receivable                                            (3,081)            (22)
     Inventories                                                    (1,326)         (4,290)
     Prepaid expenses                                                  641            (243)
     Other assets                                                     (164)            102
     Accounts payable                                               (1,978)          1,236
     Customer deposits                                               1,772           1,673
     Income and other taxes payable                                    811           1,585
     Accrued expenses and other                                       (398)          4,044
                                                                 ---------        --------
        Total adjustments                                           (4,497)          7,154
                                                                 ---------        --------
Net cash provided by (used for) operating activities                (3,546)          7,123
                                                                 ---------        --------
Investing activities:
   Distributions from unconsolidated investees                       1,526               -
   Capital expenditures                                               (197)              -
   Proceeds from sale of property and equipment                          -              19
                                                                 ---------        --------
Net cash provided by investing activities                            1,329              19
                                                                 ---------        --------
Financing activities:
   Net reduction in notes payable                                        -            (552)
   Repayment of debt                                                (1,199)              -
                                                                 ---------        --------
Net cash used for financing activities                              (1,199)           (552)
                                                                 ---------        --------
Effect of exchange rate changes on cash and cash equivalents          (125)           (219)
                                                                 ---------        --------

Increase (decrease) in cash and cash equivalents                    (3,541)          6,371
Cash and cash equivalents, beginning of period                      14,158          17,971
                                                                 ---------        --------
Cash and cash equivalents, end of period                         $  10,617        $ 24,342
                                                                 =========        ========
</TABLE>

See notes to unaudited condensed consolidated financial statements.

                                       5

<PAGE>

                             GENCOR INDUSTRIES, INC.

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

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, 2002 are not necessarily indicative of the results that
may be expected for the year ended September 30, 2002.

The balance sheet at September 30, 2001 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, 2001.


Note 2 - Reorganization

On December 31, 2001 the Amended Plan of Reorganization of Gencor Industries,
Inc. became effective and the Company emerged from Chapter 11 in accordance with
its earlier confirmed plan of reorganization. Restructuring costs consist of
nonrecurring legal and professional fees relating to the reorganization.


Note 3 - Discontinued Operations

As part of its planned reorganization, the Company announced its intent to
dispose of its food segment. Accordingly, the Company reported the results of
the remaining food processing equipment manufacturing business as discontinued
operations. The food processing equipment manufacturing operations were sold in
May 2001.

                                       6

<PAGE>

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

<TABLE>
<CAPTION>
                                                                        Three-months Ended             Six-months Ended
                                                                             March 31                      March 31
                                                                       2002          2001           2002           2001
                                                                       ----          ----           ----           ----
<S>                                                                  <C>           <C>             <C>          <C>
Net sales                                                            $   160       $ 18,631        $   455      $  34,009
Costs and expenses                                                       154         16,296            288         30,355
                                                                     -------       --------         ------      ---------
Income from discontinued operations before income taxes                    6          2,335            167          3,654
Income taxes                                                               -            968              -          1,515
                                                                     -------       --------         ------      ---------
Income from discontinued operations, net of income taxes             $     6       $  1,367         $  167      $   2,139
                                                                     =======       ========         ======      =========
</TABLE>

During September 2001, the Company's Swedish food processing operation was
placed into receivership and subsequently disposed of during the first quarter
of fiscal 2002. The Company provided a loss contingency for the net assets of
the Swedish operations during fiscal 2001. During the first quarter of fiscal
2002, the Company wrote off the remaining net assets of the Swedish operations
against the loss reserve.


Note 4 - Inventories

The components of inventory consist of the following:

                                               March 31           September 30
                                                2002                 2001
                                                ----                 ----
Raw materials                                $  9,752             $  11,294
Work in process                                 6,876                 2,509
Finished goods                                  5,482                 7,379
Used equipment                                  1,412                 1,923
                                             --------             ---------
                                             $ 23,522             $  23,105
                                             ========             =========

                                       7

<PAGE>

Note 5 - Earnings Per Share Data

The following table sets forth the computation of basic and diluted earnings per
share:

<TABLE>
<CAPTION>
                                                  Three Months Ended             Six Months Ended
                                                        March 31                      March 31
                                                 2002              2001          2002         2001
                                                 ----              ----          ----         ----
<S>                                            <C>               <C>           <C>           <C>
Income (loss) from continuing operations       $ 2,070           $   327        $  784      $(2,170)
Income from discontinued operations                  6             1,367           167        2,139
                                               ----------------------------------------------------
Net income (loss)                              $ 2,076           $ 1,694        $  951      $   (31)
                                               ====================================================
Denominator (shares in thousands):
Weighted average shares outstanding              8,682             8,682         8,682        8,682
Effect of dilutive stock options                   754                 -           377            -
                                               ----------------------------------------------------
Denominator for diluted EPS computation          9,436             8,682         9,059        8,682
                                               ====================================================
Per common share:
Basic:
Continuing operations                          $  0.24           $  0.04          0.09      $ (0.25)
Discontinued operations                           0.00              0.16          0.02         0.25
                                               ----------------------------------------------------
Net income                                     $  0.24           $  0.20          0.11      $     -
                                               ====================================================
Diluted:
Continuing operations                          $  0.22           $  0.04        $ 0.08      $ (0.25)
Discontinued operations                           0.00              0.16          0.02         0.25
                                               ----------------------------------------------------
Net income                                     $  0.22           $  0.20        $ 0.10      $     -
                                               ====================================================
</TABLE>

The weighted average diluted common shares outstanding for the first quarter of
2002 and 2001 and the six-months ended 2001 exclude approximately 1,676,000 and
1,500,000 stock options, respectively, due to their antidilutive effect.

Note 6 - Comprehensive Loss

Total comprehensive income for the three-and six-months ended March 31, 2002 was
$1,916 and $1,374, respectively, which compares favorably to the total
comprehensive income (loss) for the three- and six-months ended March 31, 2001
of $25 and ($2,275), 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 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>

Note 7 - Income From Investees

During the first and second quarter of fiscal 2002, the Company received cash
distributions of $465 and $1,061, respectively, from its 45% interest in
Carbontronics LLC and 25% interest in Carbontronics II LLC and Carbontronics
Fuels LLC. These interests were obtained as part of contracts to build four
synthetic fuel production plants during 1998. The Company has no basis in these
investments nor 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 fiscal 2001, the Company received one
distribution of approximately $215, which was previously included in
miscellaneous income. No significant income was derived from these interests
during fiscal 2000 or fiscal 1999.

                                       9

<PAGE>

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

Results of Operations

Net sales for the six-months ended March 31, 2002 and 2001 were comparable at
$33.3 million and $33.4 million, respectively. Domestic sales for the six-month
period of fiscal 2002 were $21.8 million reflecting a $2.3 million decline from
year ago levels. The decline in domestic sales is primarily due to the stalling
of our industry attributable to the September 11 events and the prevailing
national economic conditions. This uncertainty was combined with the typical
seasonal slowdown (see Seasonality). Increased asphalt plant orders at the
Company's wholly-owned U.K. subsidiary Gencor International Ltd. partially
offset the decline in domestic sales. However net sales for the second quarter
of fiscal 2002 reflected an increase of approximately $800 over the same period
of the previous year. The domestic operations accounted for $750 of the
improvement and appeared to benefit from a return to more normal buying patterns
of our customers. Historically, the second quarter of the fiscal year has
reflected higher revenues as our customers place orders for shipment prior to
the peak season for road construction work.

Gross margins as a percent of net sales declined by 2.1% during the six-months
ended March 31, 2002 from year ago levels. Domestic margins declined 4.8% during
the second quarter of fiscal 2002 as compared to the same period one year ago,
due to a higher mix of component sales versus complete plant sales in 2002.
Gross margins from foreign sales improved 8.0% during the first six-months of
fiscal 2002 benefiting from lower production costs.

Product engineering and development costs declined $132 and $280 during the
three- and six-month periods ended 2002. The decline resulted from fewer plant
projects having been initiated during the first three-months of fiscal 2002.

Selling and administrative expenses decreased $535 and $837 during the three-
and six-month periods ended fiscal 2002, the result of cost reduction and
containment measures initiated during the first quarter of 2002.

Restructuring costs, primarily legal and professional fees relating to the
reorganization were $302 during the first six-months of fiscal 2002 compared to
$3 million for the same period of fiscal 2001.

Interest expense during 2002, primarily reflects interest incurred under the
Amended and Restated Senior Secured Credit Agreement since the Company emerged
from Chapter 11 at the end of the first quarter.

Liquidity and Capital Resources

On December 27, 2001, the Company and its Senior Secured Lenders signed an
Amended and Restated Senior 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. It is management's intention 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 elect to defer the first
thirteen (13) monthly principal payments and pay an additional 5% interest on
the total deferred principal payments until such time the deferred principal
amounts are paid. The Amended and Restated Secured Credit Agreement provides for
quarterly supplemental principal payments if certain operating levels are
surpassed. Based upon the results of the six-months ended March 31, 2002, a
supplemental principal payment of approximately $700 will be due May 31, 2002.
It also includes certain other financial and restrictive covenants.

Pursuant to its Amended Plan of Reorganization, on January 29, 2002 the Company
made a principal payment of $488 on the industrial revenue bond. Monthly
principal and interest payments of $38 will continue until the balance is
paid-off in March 2005.

The Company was successful in its efforts to restructure or eliminate various
non-core operations and activities. As a result, the Company has reduced its
outstanding debt balance and the capital structure, liquidity and working
capital

                                       10

<PAGE>

have significantly improved from a year ago. The current ratio of 1.63:1.00 and
working capital of $17.9 million at March 31, 2002 compares favorably to the
current ratio of .64:1.00 and negative working capital of $53.9 million a year
earlier.

Net cash used for operating activities during the six-months ended March 31,
2002 was $3.5 million. This net cash outlay reflects a $3.1 million increase in
accounts receivable (attributable to several large plant orders) and a $1.3
million increase in inventories, which were partially offset by the net change
in the other components of working capital. Cash provided by investing
activities during 2002 reflect a $1.5 million cash distribution from the
Company's unconsolidated investees. Cash used in financing activities reflect
$1.2 million in principal payments on the secured debt.

Seasonality

The Company's domestic operations are subject to a seasonal slow-down during the
third and fourth quarters of the calendar year. Traditionally, although
customers may place orders for winter and spring deliveries, especially during
the fourth quarter, they do not accept delivery of new equipment during the
summer and fall months to avoid disrupting their peak season for highway
construction and repair. This slow-down often results in lower reported sales
and earnings and or losses during the first and fourth quarters of the Company's
fiscal year ended September 30.

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.

                                       11

<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 is
exposed to interest rate risk on its variable rate debt. A 100-basis point
increase in interest rates along the entire yield curve would reduce income from
continuing operations before income taxes for the six-month periods ended March
31, 2002 and 2001 by approximately $176 and $528, respectively. Actual changes
in rates may differ from the hypothetical assumptions used in computing this
exposure.

                                       12

<PAGE>

Part II. Other Information

Item 6. Exhibits and Reports on Form 8-K

A.      Exhibits:

        None.

B.      Reports on Form 8-K:

        None.

                                       13

<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.



Date: May 9, 2002                     /s/ Scott W. Runkel
      -----------                     ------------------------------------------
                                      Scott W. Runkel, Chief Financial Officer

                                       14