<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 December 31, 2000
                                 -----------------

                                       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)

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

           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.

<TABLE>
<CAPTION>
            Class                                   Outstanding at July 31, 2001
            -----                                   ----------------------------
<S>                                                 <C>
Common stock, $.10 par value                                    6,884,070 shares
Class B stock, $.10 par value                                   1,798,398 shares
</TABLE>
<PAGE>

                            GENCOR INDUSTRIES, INC.

Index

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

          Item 1.   Financial Statements

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

                    Unaudited condensed consolidated income statements - Three months ended
                    December 31, 2000 and 1999                                                                   4

                    Unaudited condensed consolidated statements of cash flows - Three months
                    ended December 31, 2000 and 1999                                                             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 3.   Default Upon Senior Securities                                                              12

          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>
                                                                             December 31             September 30
                                                                                2000                     2000
                                                                                ----                     ----
Assets                                                                       (Unaudited)
<S>                                                                          <C>                     <C>
Current assets:
  Cash and cash equivalents                                                  $   14,724              $     17,971
  Accounts receivable, less allowance for
    doubtful accounts of $3,374 ($3,146 at September 30, 2000)                   23,738                    24,130
  Inventories                                                                    48,240                    41,394
  Prepaid expenses                                                                2,825                     2,374
                                                                             ----------              ------------
Total current assets                                                             89,527                    85,869

Property and equipment, net of accumulated depreciation
    of $31,440 and $30,368, respectively                                         32,729                    33,567
Goodwill                                                                         12,118                    12,018
Other assets                                                                      8,360                     8,492
                                                                             ----------              ------------
Total assets                                                                 $  142,734              $    139,946
                                                                             ==========              ============

Liabilities and shareholders' deficit
Current liabilities:
  Notes payable                                                              $    1,111              $      1,124
  Current portion of long-term debt                                             104,743                   104,743
  Accounts payable                                                               17,104                    17,079
  Customer deposits                                                               3,601                     1,735
  Income and other taxes payable                                                  2,175                     1,362
  Accrued expenses                                                               17,026                    14,629
                                                                             ----------              ------------
Total current liabilities                                                       145,760                   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                                                           (11,835)                  (10,110)
  Accumulated other comprehensive loss                                           (8,318)                   (7,743)
  Subscription receivable from officer                                              (95)                      (95)
  Common stock in treasury, 179,400 shares at cost                               (1,704)                   (1,704)
                                                                             ----------              ------------
                                                                                 (9,723)                   (7,423)
                                                                             ----------              ------------
Total liabilities and shareholders' deficit                                  $  142,734              $    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
                                                                                      December 31
                                                                               2000                  1999
                                                                               ----                  ----
<S>                                                                          <C>                   <C>
Net sales                                                                    $ 11,789              $ 18,435
Costs and expenses:
     Production costs                                                           8,926                13,671
     Product engineering and development                                          569                   768
     Selling, general and administrative                                        3,335                 4,102
     Restructuring costs                                                        1,535                   330
                                                                             --------              --------
                                                                               14,365                18,871
                                                                             --------              --------
Operating loss                                                                 (2,576)                 (436)
                                                                             --------              --------
Other income (expense):
     Interest income                                                               70                    28
     Interest expense                                                             (37)               (1,442)
     Miscellaneous                                                                 46                   175
                                                                             --------              --------
                                                                                   79                (1,239)
                                                                             --------              --------
Loss from continuing operations
     before income taxes                                                       (2,497)               (1,675)
Income taxes                                                                       --                  (622)
                                                                             --------              --------
Loss from continuing operations                                                (2,497)               (1,053)
                                                                             --------              --------
Discontinued operations
Income (loss) from discontinued operations, net of income taxes                   772                  (537)
                                                                             --------              --------
Net loss                                                                     $ (1,725)             $ (1,590)
                                                                             ========              ========

Basic and diluted net income (loss) per common share:
Loss from continuing operations                                              $  (0.29)             $  (0.12)
Discontinued operations                                                          0.09                 (0.06)
                                                                             --------              --------
Net loss                                                                     $  (0.20)             $  (0.18)
                                                                             ========              ========
</TABLE>

See notes to condensed consolidated financial statements.

                                       4
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                Three Months Ended
                                                                                    December 31
                                                                            2000                   1999
                                                                            ----                   ----
<S>                                                                      <C>                    <C>
Cash flows from operations:
  Net loss                                                               $ (1,725)              $ (1,590)
  Adjustments to reconcile net loss to
  cash provided by (used for) operations:
     Depreciation and amortization                                          1,103                  1,074
     (Gain) loss on disposition of assets                                      --                    (14)
     Postretirement benefits                                                   --                     96
     Change in assets and liabilities
          Accounts receivable                                                 392                  4,534
          Inventories                                                      (7,099)                  (759)
          Prepaid expenses                                                   (451)                  (104)
          Other assets                                                       (233)                  (206)
          Accounts payable                                                     25                 (1,725)
          Customer deposits                                                 1,641                  2,393
          Income and other taxes payable                                      813                 (2,068)
          Accrued expenses                                                  2,178                    186
          Other liabilities                                                    --                   (108)
                                                                         --------               --------
                 Total adjustments                                         (1,631)                 3,299
                                                                         --------               --------
Cash provided by (used for) operations                                     (3,356)                 1,709
                                                                         --------               --------
Cash flows from investing activities:
     Capital expenditures                                                      --                   (433)
     Proceeds from sale of property and equipment                              --                     25
                                                                         --------               --------
Cash used for investing activities                                             --                   (408)
                                                                         --------               --------
Cash flows from financing activities:
     Net reduction in notes payable                                           (13)                  (319)
     Repayment of debt                                                         --                    (81)
                                                                         --------               --------
Cash used for financing activities                                            (13)                  (400)
                                                                         --------               --------
Effect of exchange rate changes on cash and cash equivalents                  122                    (48)
                                                                         --------               --------
Increase (decrease) in cash and cash equivalents                           (3,247)                   853
Cash and cash equivalents at beginning of period                           17,971                  9,581
                                                                         --------               --------
Cash and cash equivalents at end of period                               $ 14,724               $ 10,434
                                                                         ========               ========
</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-month period
ended December 31, 2000 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
                                                                                         December 31
                                                                                2000                    1999
                                                                               -------                 -------
<S>                                                                            <C>                     <C>
Net revenue                                                                    $15,378                 $28,205
Costs and expenses                                                              14,059                  28,607
                                                                               -------                 -------
Income (loss) from discontinued operations before income taxes                   1,319                    (402)
Income taxes                                                                       547                     135
                                                                               -------                 -------
Income (loss) from discontinued operations, net of income taxes                $   772                 $  (537)
                                                                               =======                 =======
</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:

<TABLE>
<CAPTION>
                                                            December 31                September 30
                                                               2000                        2000
                                                               ----                        ----
<S>                                                         <C>                        <C>
Raw materials                                               $    18,598                $     17,532
Work in process                                                  11,296                       7,705
Finished goods                                                   17,361                      15,034
Used equipment                                                      985                       1,123
                                                            -----------                ------------
                                                            $    48,240                $     41,394
                                                            ===========                ============
</TABLE>

                                       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
                                                                                   December 31
                                                                        2000                         1999
                                                                        ----                         ----
<S>                                                                    <C>                          <C>
Basic and diluted:
Loss from continuing operations                                        $(2,497)                     $(1,053)
Income (loss) from discontinued operations                                 772                         (537)
                                                                       -------                      -------
Net loss                                                               $(1,725)                     $(1,590)
                                                                       =======                      =======
Average outstanding shares                                               8,682                        8,682
                                                                       =======                      =======
Basic and diluted EPS:
Loss from continuing operations                                        $ (0.29)                     $ (0.12)
Income (loss) from discontinued operations                                0.09                        (0.06)
                                                                       -------                      -------
Basic and diluted EPS                                                  $ (0.20)                     $ (0.18)
                                                                       =======                      =======
</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 Loss

The total comprehensive loss for the three-months ended December 31, 2000 and
1999 was $2,300 and $2,887, 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 December 31, 2000 decreased by approximately
$6.6 million, or 36.1%, to $11.8 million from $18.4 million for the same quarter
of 1999. The majority of the decline occurred in domestic net sales, which
decreased by approximately $5 million or 38.4% to $8.1 million during the first
quarter of fiscal 2001 from  $13.1 million a year ago. 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 margins during the first quarter of fiscal 2001 declined slightly by 1.6%
as a percent of net sales. Gross margins for the domestic operations reflected a
2.4% improvement as a percent of net sales. However, higher production costs
experienced by the foreign operations caused gross margins on foreign sales to
slip to 13.7%. The decline in gross margins on foreign sales more than offset
the improvement in margins on domestic sales and caused overall margins to
decline during the first quarter of fiscal 2001.

Selling, general and administrative expenses decreased to $3.3 million during
the first quarter of fiscal 2001 from $4.1 million in the same period of fiscal
2000.

Restructuring costs were $1.5 million and $.3 million during the first quarter
of 2001 and 2000, respectively.

The Company recorded lower interest expense during the first quarter of fiscal
2001, due to the bankruptcy filing in September 2000. Interest expense would
have been approximately $2.6 million during the 3-months ended December 31, 2000
had the Company recorded interest expense at the original contracted rates per
the loan agreements.

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.

Liquidity and Capital Resources

During the first quarter of fiscal 2001, cash used for operations was
approximately $3.4 million. This reflects a net loss of approximately $1.7
million and increases in the work in process and finished goods inventories of
$3.6 million and $2.3 million, respectively. These cash outflows were partially
offset by increases in customer deposits of $1.6 million and accrued expenses of
$2.2 million during the period.

Working capital was negative $56.2 million at the end of December 2000 compared
to negative $54.8 million at September 30, 2000. In November 1999, the Company's
was in default on its indebtedness and the Senior Secured Lenders accelerated
their demand for full payment. This action resulted in the reclassification of
all secured long-term debt to current maturities in the accompanying financial
statements. The reclassification severely impacted the Company's working capital
structure. (See Note 2).

The Company did not incur any capital expenditures during the first quarter of
fiscal 2001. Cash and cash equivalents at December 31, 2000 were $14.7 million
compared to $10.4 million a year earlier.

                                       9
<PAGE>


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.

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 will use derivative financial instruments consisting
primarily of interest rate hedge agreements to manage exposures to interest rate
changes. The Company's objective in managing its exposure to changes in interest
rates (on its variable rate debt) is to limit the impact of such changes on
earnings and cash flow and to reduce its overall borrowing costs. A 100 basis
point adverse movement (increase) in interest rates along the entire yield curve
would increase the pre-tax loss for the three-months ended December 31, 2000 and
1999 by approximately $264 and $255, respectively. Actual changes in rates may
differ from the hypothetical assumptions used in computing this exposure.

                                       11
<PAGE>

Part II. Other Information

Item 3. Defaults Upon Senior Securities

See Note 2 - Bankruptcy Proceedings in the accompanying financial statements
regarding the Company's default on its senior secured credit agreements.




Item 6. Exhibits and Reports on Form 8-K

A.   Exhibits:

     None.

B.   Reports on Form 8-K:

     The Company did not file any reports on Form 8-K during the three-months
     ended December 31, 2000.

                                       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.


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

                                       13