TABLE OF CONTENTS




|                               |                                           |  |  |  |  |  |  | 
|------------------------------ | ----------------------------------------- |  |  |  |  |  |  | 
|PART 1  FINANCIAL INFORMATION
|                               | 1. FINANCIAL STATEMENTS                  
|                               | 2. EARNINGS PER SHARE                    
|                               | 3. INVENTORIES                           
|                               | 4. LONG-TERM DEBT                        
|                               | 5. DISCONTINUED OPERATIONS               
|                               | 6. ACQUISITIONS                          
|                               | 7. PENSION PLAN TERMINATION              
|                               | RESULTS OF OPERATIONS                    
|                               | LIQUIDITY AND CAPITAL RESOURCES          
|                               | INTEREST RATE RISK                       
|                               | FORWARD LOOKING STATEMENTS               
|PART II  OTHER INFORMATION   
|                               | Items 1 5 Inapplicable                  
|                               | Item 6  Exhibits and Reports on Form 8-K
|SIGNATURE                     



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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended March 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 No. 1  1997

GENESIS WORLDWIDE INC.
(Exact name of registrant as specified in its charter)

|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Ohio                                                           |  | 34-4307810                          
|                                                               |  |                                     
|(State or other jurisdiction
of incorporation or organization) |  | (I.R.S. Employer
Identification No.)

2600 Kettering Tower, Dayton, Ohio 45423
(Address of principal executive offices, zip code)

(937) 910-9300
(Registrants telephone number including area code)

N.A.

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes X No __

The number of common shares outstanding as of May 4, 2000 was 4,282,996.





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##### Table of Contents



GENESIS WORLDWIDE INC. AND SUBSIDIARIES

INDEX TO FORM 10-Q

|                               |                                                                                                 |                                                                 |  |        |     | 
|------------------------------ | ----------------------------------------------------------------------------------------------- | --------------------------------------------------------------- |  | ------ | --- | 
|                               |                                                                                                 |                                                                 |  | PAGE  
|                               |                                                                                                 |                                                                 |  | NUMBER
|                               |                                                                                                 |                                                                 |  |       
|PART 1. FINANCIAL INFORMATION:
|                              
|                              
|                              
|                              
|                              
|                               | ITEM 1. - Condensed Financial Statements:                                                      
|                              
|                              
|                              
|                              
|                               |                                                                                                 | Balance Sheets - March 31, 2000 and December 31, 1999           |  |        | 2   | 
|                              
|                              
|                              
|                              
|                               |                                                                                                 | Statements of Operations and Comprehensive Income             
|                              
|                              
|                              
|                              
|                               |                                                                                                 | Quarter ended March 31, 2000 and 1999                           |  |        | 3   | 
|                              
|                              
|                              
|                              
|                               |                                                                                                 | Statements of Cash Flow  Quarter ended
March 31, 2000 and 1999 |  |        | 4   | 
|                              
|                              
|                              
|                              
|                               |                                                                                                 | Notes to Condensed Financial Statements                         |  |        | 5-8 | 
|                              
|                              
|                              
|                              
|                               | ITEM 2. - Managements Discussion and Analysis
of Financial Condition and Results of
Operations |                                                                 |  | 9-11   |    
|                              
|                              
|                              
|                              
|                               | ITEM 3. - Quantitative and Qualitative Disclosure
About Market Risk (inapplicable)              |                                                                 |  | 11     |    
|                              
|                              
|                              
|                              
|PART II. OTHER INFORMATION:   
|                              
|                              
|                              
|                              
|                               | ITEM 1.-5. Inapplicable                                                                         |                                                                 |  | 12     |    
|                              
|                              
|                              
|                              
|                               | ITEM 6. Exhibits and Reports on Form 8-K                                                        |                                                                 |  | 12     |    

1



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##### Table of Contents






PART 1  FINANCIAL INFORMATION

GENESIS WORLDWIDE INC. AND SUBSIDIARIES
CONDENSED BALANCE SHEETS
(In thousands)

|                                     |                                                                             |                     |         |             |        |             |         |        |        | 
|------------------------------------ | --------------------------------------------------------------------------- | ------------------- | ------- | ----------- | ------ | ----------- | ------- | ------ | ------ | 
|                                     |                                                                             |                     |         | March 31    |        | December 31
|                                     |                                                                             |                     |         | 2000        |        | 1999       
|                                     |                                                                             |                     |         |             |        |            
|                                     |                                                                             |                     |         | (Unaudited)
|Current assets:                     
|                                    
|                                    
|                                    
|                                    
|                                     | Cash                                                                        |                     | $       | 124         |        |             | $       | 559    |       
|                                    
|                                    
|                                    
|                                    
|                                     | Accounts receivable                                                         |                     |         | 27,065      |        |             |         | 22,107 |       
|                                    
|                                    
|                                    
|                                    
|                                     | Costs and estimated earnings in excess of
billings on uncompleted contracts |                     |         | 13,440      |        |             |         | 12,702 |       
|                                    
|                                    
|                                    
|                                    
|                                     | Inventories                                                                 |                     |         | 10,103      |        |             |         | 10,016 |       
|                                    
|                                    
|                                    
|                                    
|                                     | Prepaid and other expenses                                                  |                     |         | 1,847       |        |             |         | 1,783  |       
|                                    
|                                    
|                                    
|                                    
|                                     | Deferred income taxes                                                       |                     |         | 6,925       |        |             |         | 6,816  |       
|                                    
|                                    
|                                    
|                                    
|                                     | Net current assets from discontinued operations                             |                     |         | 227         |        |             |         | 8,077  |       
|                                     |                                                                             |                     |         |             |        |             |         |       
|                                     |                                                                             | Current assets      |         |             | 59,731 |             |         |        | 62,060 | 
|                                    
|                                    
|                                    
|                                    
|Property, Plant & Equipment  Net    |                                                                             |                     | 28,697  |             |        |             | 27,770  |       
|                                    
|                                    
|                                    
|                                    
|Prepaid pension costs                |                                                                             |                     | 8,426   |             |        |             | 19,849  |       
|                                    
|                                    
|                                    
|                                    
|Deferred income taxes                |                                                                             |                     | 2,297   |             |        |             | 2,297   |       
|                                    
|                                    
|                                    
|                                    
|Intangible assets                    |                                                                             |                     | 67,536  |             |        |             | 68,473  |       
|                                    
|                                    
|                                    
|                                    
|Other assets                         |                                                                             |                     | 4,810   |             |        |             | 5,018   |       
|                                     |                                                                             |                     |         |             |        |             |         |       
|                                     |                                                                             | $                   | 171,497 |             |        | $           | 185,467 |       
|                                     |                                                                             |                     |         |             |        |             |         |       
|LIABILITIES AND SHAREHOLDERS EQUITY
|                                    
|                                    
|                                    
|                                    
|                                     | Current Liabilities:                                                       
|                                    
|                                    
|                                    
|                                    
|                                     | Current portion of long-term debt                                           |                     | $       | 5,790       |        |             | $       | 5,540  |       
|                                    
|                                    
|                                    
|                                    
|                                     | Accounts payable                                                            |                     |         | 18,494      |        |             |         | 20,557 |       
|                                    
|                                    
|                                    
|                                    
|                                     | Accrued liabilities                                                         |                     |         | 16,042      |        |             |         | 15,126 |       
|                                    
|                                    
|                                    
|                                    
|                                     | Billings in excess of costs and estimated
earnings on uncompleted contracts |                     |         | 11,812      |        |             |         | 6,962  |       
|                                     |                                                                             |                     |         |             |        |             |         |       
|                                     |                                                                             | Current liabilities |         |             | 52,138 |             |         |        | 48,185 | 
|                                    
|                                    
|                                    
|                                    
|Postretirement benefits              |                                                                             |                     | 3,046   |             |        |             | 3,054   |       
|                                    
|                                    
|                                    
|                                    
|Long-term debt, less current portion |                                                                             |                     | 77,596  |             |        |             | 94,034  |       
|                                    
|                                    
|                                    
|                                    
|Other long-term liabilities          |                                                                             |                     | 1,491   |             |        |             | 1,122   |       
|                                    
|                                    
|                                    
|                                    
|Shareholders equity:                
|                                    
|                                    
|                                    
|                                    
|                                     | Preferred stock                                                             |                     |         | 14          |        |             |         | 14     |       
|                                    
|                                    
|                                    
|                                    
|                                     | Common stock                                                                |                     |         | 9,500       |        |             |         | 9,500  |       
|                                    
|                                    
|                                    
|                                    
|                                     | Unearned compensation, restricted stock                                     |                     |         | (9          | )      |             |         | (22    | )     
|                                    
|                                    
|                                    
|                                    
|                                     | Retained earnings                                                           |                     |         | 27,832      |        |             |         | 29,685 |       
|                                    
|                                    
|                                    
|                                    
|                                     | Accumulated other comprehensive income                                      |                     |         | (111        | )      |             |         | (105   | )     
|                                     |                                                                             |                     |         |             |        |             |         |       
|                                     |                                                                             |                     | 37,226  |             |        |             | 39,072  |       
|                                     |                                                                             |                     |         |             |        |             |         |       
|                                     |                                                                             | $                   | 171,497 |             |        | $           | 185,467 |       
|                                     |                                                                             |                     |         |             |        |             |         |       

The accompanying notes are an integral part of the consolidated financial statements.

2



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##### Table of Contents



GENESIS WORLDWIDE INC. AND SUBSIDIARIES
CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(In thousands, except per share amounts)

|                                                                                                                                               |                                     |           |        |                        |     |      |        |        |     | 
|---------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------- | --------- | ------ | ---------------------- | --- | ---- | ------ | ------ | --- | 
|                                                                                                                                               |                                     |           |        | (Unaudited)           
|                                                                                                                                               |                                     |           |        | Quarter Ended March 31
|                                                                                                                                               |                                     |           |        |                       
|                                                                                                                                               |                                     |           |        | 2000                   |     | 1999
|                                                                                                                                               |                                     |           |        |                        |     |     
|Net sales                                                                                                                                      |                                     | $         | 33,383 |                        |     | $    | 17,526 |       
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|Operating costs and expenses:                                                                                                                 
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               | Cost of sales                       |           |        | 26,057                 |     |      |        | 13,764 |    
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               | Selling, general and administrative |           |        | 6,299                  |     |      |        | 3,183  |    
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               | Amortization of goodwill            |           |        | 832                    |     |      |        | 100    |    
|                                                                                                                                               |                                     |           |        |                        |     |      |        |       
|Operating income                                                                                                                               |                                     |           | 195    |                        |     |      | 479    |       
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|Other income (expense):                                                                                                                       
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               | Interest expense                    |           |        | (2,301                 | )   |      |        | (327   | )  
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               | Interest income                     |           |        | 33                     |     |      |        | 38     |    
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               | Other income                        |           |        | 168                    |     |      |        | 53     |    
|                                                                                                                                               |                                     |           |        |                        |     |      |        |       
|Income (loss) before income taxes                                                                                                              |                                     |           | (1,905 | )                      |     |      | 243    |       
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|Income tax (provision) benefit                                                                                                                 |                                     |           | 91     |                        |     |      | (86    | )     
|                                                                                                                                               |                                     |           |        |                        |     |      |        |       
|Income (loss) from continuing operations                                                                                                       |                                     |           | (1,814 | )                      |     |      | 157    |       
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|Income (loss) from operations of discontinued
segments, net of income tax (provision)
benefit of $18 and $(243) in 2000 and 1999,
respectively |                                     |           | (32    | )                      |     |      | 431    |       
|                                                                                                                                               |                                     |           |        |                        |     |      |        |       
|Net income (loss)                                                                                                                              |                                     |           | (1,846 | )                      |     |      | 588    |       
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|Other comprehensive expense,
net of tax  foreign
currency translation
adjustments                                                             |                                     |           | (2     | )                      |     |      | (59    | )     
|                                                                                                                                               |                                     |           |        |                        |     |      |        |       
|Comprehensive income (loss)                                                                                                                    |                                     | $         | (1,848 | )                      |     | $    | 529    |       
|                                                                                                                                               |                                     |           |        |                        |     |      |        |       
|Average common shares outstanding:                                                                                                            
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               | Basic                               |           |        | 4,283                  |     |      |        | 3,776  |    
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               | Diluted                             |           |        | 4,283                  |     |      |        | 3,776  |    
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|Earnings loss per common share,
basic and diluted:                                                                                            
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               | Continuing operations               |           |        | (.42                   | )   |      |        | .04    |    
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               | Discontinued operations             |           |        | (.01                   | )   |      |        | .11    |    
|                                                                                                                                               |                                     |           |        |                        |     |      |        |       
|Net earnings (loss)                                                                                                                            |                                     |           | (.43   | )                      |     |      | .15    |       
|                                                                                                                                               |                                     |           |        |                        |     |      |        |       
|Dividends per share:                                                                                                                          
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               |                                     | Preferred |        | $                      | .45 |      |        | $      | .45 | 
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                              
|                                                                                                                                               |                                     | Common    |        | $                      |     |      |        | $      | .05 | 

The accompanying notes are an integral part of the consolidated financial statements.

3



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##### Table of Contents



GENESIS WORLDWIDE INC. AND SUBSIDIARIES
CONDENSED STATEMENTS OF CASH FLOWS
(In thousands)

|                                                       |                                                                                                                  |                                                     |                                                                             |         |                        |        |       |        |       |        |  
|------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------- | --------------------------------------------------- | --------------------------------------------------------------------------- | ------- | ---------------------- | ------ | ----- | ------ | ----- | ------ | -
|                                                       |                                                                                                                  |                                                     |                                                                             |         | (Unaudited)           
|                                                       |                                                                                                                  |                                                     |                                                                             |         | Quarter Ended March 31
|                                                       |                                                                                                                  |                                                     |                                                                             |         |                       
|                                                       |                                                                                                                  |                                                     |                                                                             |         | 2000                   |        | 1999 
|                                                       |                                                                                                                  |                                                     |                                                                             |         |                        |        |      
|Cash flow from operating activities:                  
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Net income (loss)                                                                                                |                                                     | $                                                                           | (1,846  | )                      |        | $     | 588    |      
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:              
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                                                  |                                                     | (Income) loss from discontinued operations                                  |         |                        | 50     |       |        |       | (674   | )
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                                                  |                                                     | Depreciation and amortization                                               |         |                        | 1,767  |       |        |       | 409    |  
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                                                  |                                                     | Equity in loss of affiliates                                                |         |                        | 210    |      
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                                                  |                                                     | Prepaid pension cost                                                        |         |                        | 35     |       |        |       | (341   | )
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                                                  |                                                     | Deferred tax provision (benefit)                                            |         |                        | (109   | )     |        |       | 329    |  
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                                                  |                                                     | (Gain) loss on sale of fixed assets                                         |         |                        | 11     |       |        |       | (6     | )
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                                                  |                                                     | Gain from pension plan reversion                                            |         |                        | (3,132 | )    
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Changes in operating assets and liabilities
excluding effect of discontinued operations
and acquisition in 1999:
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                                                  |                                                     | Accounts receivable                                                         |         |                        | (4,982 | )     |        |       | (13    | )
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                                                  |                                                     | Inventories                                                                 |         |                        | (87    | )     |        |       | 1,505  |  
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                                                  |                                                     | Cost and estimated earnings in excess of
billings on uncompleted contracts  |         |                        | (738   | )     |        |       | (2,534 | )
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                                                  |                                                     | Billings in excess of costs and estimated earnings
on uncompleted contracts |         |                        | 4,848  |       |        |       | 4,177  |  
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                                                  |                                                     | Other assets                                                                |         |                        | (40    | )    
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                                                  |                                                     | Accounts payable                                                            |         |                        | (2,064 | )     |        |       | (2,557 | )
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                                                  |                                                     | Accrued liabilities                                                         |         |                        | 1,343  |       |        |       | (1,001 | )
|                                                       |                                                                                                                  |                                                     |                                                                             |         |                        |        |       |       
|                                                       | Net cash provided by (used in) operating activities                                                              |                                                     |                                                                             | (4,734  | )                      |        |       | (118   | )    
|                                                      
|                                                      
|                                                      
|                                                      
|Cash flows from investing activities:                 
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                                                  | Capital expenditures                                |                                                                             |         | (1,794                 | )      |       |        | (165  | )     
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                                                  | Proceeds from sale of division                      |                                                                             |         | 8,334                  |       
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                                                  | Proceeds from pension plan reversion                |                                                                             |         | 14,086                 |       
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                                                  | Purchase of other assets                            |                                                                             |         | 346                    |        |       |        | 1,073 |       
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       |                                                                                                                  | Proceeds from sale of fixed assets                  |                                                                             |         | 22                     |        |       |        | 13    |       
|                                                       |                                                                                                                  |                                                     |                                                                             |         |                        |        |       |       
|                                                       |                                                                                                                  | Net cash provided by (used in) investing activities |                                                                             |         | 20,994                 |        |       |        | 921   |       
|                                                      
|                                                      
|                                                      
|                                                      
|Cash flows from financing activities:                 
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Dividends paid                                                                                                   |                                                     |                                                                             | (7      | )                      |        |       | (195   | )    
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Issuance of stock                                                                                                |                                                     |                                                                             | 12      |                        |        |       | 65     |      
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Repayments of short-term borrowings                                                                              |                                                     |                                                                             |         |                        |        |       | (500   | )    
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Proceeds from long-term borrowings                                                                               |                                                     |                                                                             | 11,812  |                        |        |       | 1,000  |      
|                                                      
|                                                      
|                                                      
|                                                      
|                                                       | Repayments of long-term borrowings                                                                               |                                                     |                                                                             | (28,000 | )                      |        |       | (1,000 | )    
|                                                       |                                                                                                                  |                                                     |                                                                             |         |                        |        |       |       
|                                                       | Net cash provided by (used in) financing activities                                                              |                                                     |                                                                             | (16,183 | )                      |        |       | (630   | )    
|                                                      
|                                                      
|                                                      
|                                                      
|Effect of exchange rates on cash                       |                                                                                                                  |                                                     | 21                                                                          |         |                        |        | (86   | )     
|                                                       |                                                                                                                  |                                                     |                                                                             |         |                        |        |       |       
|Net cash provided by (used in) continuing operations   |                                                                                                                  |                                                     | 98                                                                          |         |                        |        | 87    |       
|                                                      
|                                                      
|                                                      
|                                                      
|Net cash provided by (used in) discontinued operations |                                                                                                                  |                                                     | (533                                                                        | )       |                        |        | 694   |       
|                                                      
|                                                      
|                                                      
|                                                      
|Cash, beginning of period                              |                                                                                                                  |                                                     | 559                                                                         |         |                        |        | 1,708 |       
|                                                       |                                                                                                                  |                                                     |                                                                             |         |                        |        |       |       
|Cash end of period                                     |                                                                                                                  | $                                                   | 124                                                                         |         |                        | $      | 2,489 |       
|                                                       |                                                                                                                  |                                                     |                                                                             |         |                        |        |       |       

The accompanying notes are an integral part of the consolidated financial statements

4



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##### Table of Contents



GENESIS WORLDWIDE INC. AND SUBSIDIARIES
NOTES TO CONDENSED FINANCIAL STATEMENTS
QUARTER ENDED MARCH 31, 2000 AND 1999
(in thousands except per share amounts)




1. FINANCIAL STATEMENTS

The balance sheet at December 31, 1999 presents condensed financial
information taken from the audited financial statements. The interim
financial statements are unaudited. In the first quarter of 2000 the
Company recorded a net gain of $315 related to the termination of two of
its pension plans, which is included in other income. In the first quarter
of 1999 the Company recorded an accrual for $350 as the estimated cost to
settle litigation. In the opinion of management, all other adjustments,
which consist of normal recurring adjustments necessary to present fairly
the financial position and results of operations for the interim periods
presented, have been made. The results shown for the first quarter of 2000
are not necessarily indicative of the results that may be expected for the
entire year.

Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. It is suggested that these
financial statements be read in conjunction with the financial statements
and notes thereto included in the Companys December 31, 1999 annual report
to shareholders.




2. EARNINGS PER SHARE

Basic earnings per common share is computed by dividing net income (loss),
after adjustment for the preferred stock dividend requirement, by the
weighted average number of common shares outstanding during the period.
Diluted earnings per share is computed by adding the dilutive effect of
common stock equivalents, such as the convertible preferred shares and any
stock options outstanding, to the weighted average number of common shares
outstanding.




3. INVENTORIES

The Companys inventories consist of the following balances:

|                               |  |          |        |             |  |   |        | 
|------------------------------ |  | -------- | ------ | ----------- |  | - | ------ | 
|                               |  | March 31 |        | December 31
|                               |  | 2000     |        | 1999       
|                               |  |          |        |            
|Finished goods                 |  | $        | 933    |             |  | $ | 889    | 
|                              
|                              
|                              
|                              
|Work-in process                |  |          | 4,096  |             |  |   | 3,252  | 
|                              
|                              
|                              
|                              
|Raw materials                  |  |          | 5,074  |             |  |   | 5,875  | 
|                               |  |          |        |             |  |  
|Total first-in, first-out cost |  | $        | 10,103 |             |  | $ | 10,016 | 
|                               |  |          |        |             |  |  




4. LONG-TERM DEBT

The Company has an outstanding credit facility consisting of a term loan
facility in an aggregate principal amount of $48,900 and a revolving credit
facility, which provides for loans and letters of credit of up to $30,000.
The term loan facility consists of two tranches in principal amounts of
$29,050 (the Term A Loan) and $19,850 (the Term B Loan). The Term A
Loan and the revolving credit facility mature on June 30, 2006 and the Term
B Loan matures on December 31, 2006. Principal payments of the Term A Loan
are required on a quarterly basis increasing from $1,000 per quarter on
June 30, 2000 to $2,500 per quarter during the last four quarters of the
payment term.

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##### Table of Contents



GENESIS WORLDWIDE INC. AND SUBSIDIARIES
NOTES TO CONDENSED FINANCIAL STATEMENTS
QUARTER ENDED MARCH 31, 2000 AND 1999
(all amounts in thousands except per share amounts)

Principal payments of the Term B Loan are in quarterly installments of $50
through June 30, 2005 with $9,300 due on September 30, 2006 and December
31, 2006. Outstanding borrowings under the revolving credit facility and
term loans accrue interest based on prime rate or LIBOR plus an additional
percentage depending on the leverage ratio. The weighted average interest
rate of these loans was 9.17% at March 31, 2000. On March 31, 2000 the
Company had $6,200 available under the Revolving Credit facility.

The agreement for this credit facility contains certain covenants,
including a maximum senior leverage ratio, minimum interest coverage
ratios, minimum fixed charge coverage, minimum consolidated net worth and a
limitation on the amount of dividends and capital expenditures.
Substantially all the assets of the Company are pledged under the above
credit facility.

The Company also has outstanding subordinated notes consisting of $15,000
in 12% Senior Subordinated Notes due December 31, 2007 and $840 in 8%
Junior Subordinated Notes due June 30, 2002. The Company has also issued
warrants to purchase 100,000 common shares in conjunction with the Senior
Subordinated Notes, at a warrant exercise price of $7.75 per share, subject
to adjustment. The Warrants are not exercisable before June 30, 2000 and
expire on June 30, 2009. In addition, the 12% Subordinated Note contains
provisions that would increase the interest rate and require the issuance
of additional warrants if the Note is not repaid by June 30, 2000. The fair
value of the warrants issued, estimated at $291 using the Black-Scholes
Model, was recorded as a discount to the $15,000 Senior Subordinated Note
and is being amortized over the term of the note.




5. DISCONTINUED OPERATIONS

In February 2000, the Company sold substantially all the assets of the
machine tool division located in Cortland, New York, including inventory,
property, plant and equipment and accounts receivable with a carrying value
of $16,900 at December 31, 1999. The buyer paid $7,700 in cash and assumed
$3,800 in liabilities. The loss on disposal of $3,968 (net of taxes of
$2,232) was recorded at December 31, 1999 and consisted of an estimated
loss on disposal of $3,712 and a provision of $256 for anticipated
operating losses until the disposal date.

The machine tool division, along with the Sidney division which was sold in
1997, comprised the Companys machine tool segment. The results of the
machine tool segment are reported as discontinued operations in these
financial statements. Net sales from the discontinued segment of $961 and
$4,651 for the quarters ended March 31, 2000 and 1999 respectively, and the
related cost of sales, general and administrative costs and interest
expense have been reclassified from continuing operations and are included
in the loss from discontinued operations.

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##### Table of Contents



GENESIS WORLDWIDE INC. AND SUBSIDIARIES
NOTES TO CONDENSED FINANCIAL STATEMENTS
QUARTER ENDED MARCH 31, 2000 AND 1999
(all amounts in thousands except per share amounts)

In December 1999, the Company adopted a plan to discontinue the paper
coating and laminating segment of its business. The plan of disposal
provides for the servicing and installation of two remaining contracts
which should be completed by June 2000. Net assets of $234 at March 31,
2000 consists of accounts receivable and accounts payable which will be
settled or received in cash in 2000 and fixed assets which are carried at
net realizable value. Net sales from the discontinued segment of $37 and
$833 for the quarters ended March 31, 2000 and 1999, respectively, and the
respective cost of sales, general and administrative costs and interest
expense have been reclassified from continuing operations and are included
in the loss from discontinued operations.

The following table summarizes the net loss from operations of discontinued
segments:

|                                                         |                                      |   |                        |     |      |   |      |      |  
|-------------------------------------------------------- | ------------------------------------ | - | ---------------------- | --- | ---- | - | ---- | ---- | -
|                                                         |                                      |   | Quarter Ended March 31
|                                                         |                                      |   |                       
|                                                         |                                      |   | 2000                   |     | 1999
|                                                         |                                      |   |                        |     |     
|Net earnings (loss) from operations:                    
|                                                        
|                                                        
|                                                        
|                                                        
|                                                         | Machine tool segment                 |   | $                      | (50 | )    |   | $    | 778  |  
|                                                        
|                                                        
|                                                        
|                                                        
|                                                         | Paper coating and laminating segment |   |                        |     |      |   |      | (104 | )
|                                                         |                                      |   |                        |     |      |   |      |     
|                                                         |                                      |   | (50                    | )   |      |   | 674  |     
|                                                        
|                                                        
|                                                        
|                                                        
|Tax (provision) benefit                                  |                                      |   | 18                     |     |      |   | (243 | )   
|                                                         |                                      |   |                        |     |      |   |      |     
|Earnings (loss) from operations of discontinued
segments |                                      | $ | (32                    | )   |      | $ | 431  |     
|                                                         |                                      |   |                        |     |      |   |      |     

The provision for operating losses is summarized as follows:

|                                                    |  |              |      |                    |  |       |      |   |  |   |      |  
|--------------------------------------------------- |  | ------------ | ---- | ------------------ |  | ----- | ---- | - |  | - | ---- | -
|                                                    |  | Machine Tool |      | Paper Coating and 
|                                                    |  | Segment      |      | Laminating Segment |  | Total
|                                                    |  |              |      |                    |  |      
|Provision for operating losses
at December 31, 1999 |  | $            | 400  |                    |  | $     | 220  |   |  | $ | 620  |  
|                                                   
|                                                   
|                                                   
|                                                   
|Operating losses charged to
the provision           |  |              | (443 | )                  |  |       | (172 | ) |  |   | (615 | )
|                                                   
|                                                   
|                                                   
|                                                   
|Additional provision                                |  |              | 50   |                    |  |       |      |   |  |   | 50   |  
|                                                    |  |              |      |                    |  |       |      |   |  |   |      |  
|Provision for operating losses
at March 31, 2000    |  | $            | 7    |                    |  | $     | 48   |   |  | $ | 55   |  
|                                                    |  |              |      |                    |  |       |      |   |  |   |      |  

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GENESIS WORLDWIDE INC. AND SUBSIDIARIES
NOTES TO CONDENSED FINANCIAL STATEMENTS
QUARTER ENDED MARCH 31, 2000 AND 1999
(all amounts in thousands except per share amounts)




6. ACQUISITIONS

On June 30, 1999, the Company acquired Precision Industrial Corporation and
Subsidiaries (Precision). The following unaudited proforma information
presents a summary of consolidated results of operations of the Company as
if the acquisition of Precision had occurred at the beginning of each
period presented.

|                                                             |  |                        |        |      |  |   |        |  
|------------------------------------------------------------ |  | ---------------------- | ------ | ---- |  | - | ------ | -
|                                                             |  | Quarter Ended March 31
|                                                             |  |                       
|                                                             |  | 2000                   |        | 1999
|                                                             |  |                        |        |     
|                                                             |  | (Unaudited)           
|Net sales                                                    |  | $                      | 33,383 |      |  | $ | 42,378 |  
|                                                            
|                                                            
|                                                            
|                                                            
|Loss before taxes                                            |  | $                      | (1,905 | )    |  | $ | (711   | )
|                                                            
|                                                            
|                                                            
|                                                            
|Income tax (provision) benefit                               |  | $                      | 91     |      |  | $ | (44    | )
|                                                            
|                                                            
|                                                            
|                                                            
|Loss from continuing operations                              |  | $                      | (1,814 | )    |  | $ | (755   | )
|                                                            
|                                                            
|                                                            
|                                                            
|Earnings per share (basic and diluted)
continuing operations |  | $                      | (.42   | )    |  | $ | (.18   | )

These unaudited proforma results have been prepared for comparative
purposes only and include certain adjustments such as elimination of
management costs not expected to be incurred after the acquisitions,
additional depreciation as a result of the step-up in the basis of fixed
assets, additional amortization expense as a result of goodwill and an
increase in interest expense as a result of acquisition debt. They do not
purport to be indicative of the results of operations which would have
resulted had the combination occurred at the beginning of each period
presented or of future results of operations of the combined entities. The
disproportionate tax provision results from the nondeductibility of
goodwill and federal excise tax in 2000.




7. PENSION PLAN TERMINATION

In the first quarter of 2000 the Company completed the termination of two
of its pension plans for certain employees. Plan assets of $15,600 were
used to settle plan liabilities and $4,700 was transferred to trusts to
fund future employee benefit obligations. The balance of plan assets of
$14,000 was distributed to the Company with $10,400 used to repay long-term
debt. The Company recorded a net gain on this transaction of $315
consisting of a $3,132 settlement gain and a $2,817 expense for federal
excise taxes. Unrecognized prior service costs of $145 from the terminated
plans remain to be amortized over the next three years.

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GENESIS WORLDWIDE INC. AND SUBSIDIARIES
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
QUARTER ENDED MARCH 31, 2000 AND 1999




RESULTS OF OPERATIONS

For the quarter ended March 31, 2000 the Company reported a net loss from
continuing operations of $1.8 million or $.42 per share compared to net
earnings from continuing operations of $157,000 or $.04 per share for the
same period in 1999. During the first quarter of 2000 the Company recorded
a net gain of $315,000 related to the termination of certain of its pension
plans. In the first quarter of 1999, the Company recorded $350,000 of
expense related to settlement of litigation. Excluding the aforementioned
items, the 2000 net earnings were affected by higher interest expense due
to increased borrowing related to recent acquisitions. Goodwill
amortization increased to $832,000 in the first quarter of 2000 compared to
$100,000 from the same period in 1999 and affected the comparability of the
periods.

Sales increased to $33.3 million in the first quarter of 2000 compared to
$17.5 million for the same period of 1999 with the addition of $17.7
million of sales from Precision Industrial Corporation, including
Herr-Voss, (Precision) acquired on June 30, 1999.

Cost of goods sold as a percentage of sales improved to 78.1% of sales in
the first quarter of 2000 compared to 78.5% for the same period of 1999, as
the newly acquired businesses have improved the overall profit margin in
the Company. Operating earnings decreased to $195,000 in the first quarter
of 2000 compared to $479,000 for the same period in 1999. The decrease in
operating earnings was affected by additional amortization of goodwill in
2000 relating to the acquisitions of Precision. Selling, general and
administrative expense increased by $3.1 million primarily due to the
acquisition of Precision.

Orders received during the first quarter of 2000 totaled $28.1 million
including $17.4 million for Precision, compared to $13 million for the
first quarter of 1999. Backlog at March 31, 2000 was $56.4 million compared
to $37.5 million at March 31, 1999 and $62.2 million at December 31, 1999.




LIQUIDITY AND CAPITAL RESOURCES

During the first quarter of 2000 the Companys operating activities
required $4.7 million of cash with an increase in accounts receivable ($5.0
million) and a decrease in account payable ($2.1 million) requiring cash
and an increase in accrued liabilities ($1.3 million) providing cash.
Advance payments from customers exceeded costs incurred on contracts in
process and provided $4.1 million of cash.

Capital expenditures required $1.8 million in the first quarter of 2000 and
the proceeds from the sale of the Machine Tool Division ($8.3 million) and
the termination of certain pension plans ($14.1 million) allowed the
Company to repay $18.0 million of the Companys Term A long-term debt.

The funding of operating losses and debt service during the first quarter
required the Company to borrow $2.8 million under its line of credit. At
March 31, 2000, the Company had $6.2 million available under its revolving
credit line to borrow or for issuing letters of credit. The Company will
likely borrow additional funds during the second quarter of 2000 to pay
$2.8 million of excise tax associated with the termination of its pension
plans.

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GENESIS WORLDWIDE INC. AND SUBSIDIARIES
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
QUARTER ENDED MARCH 31, 2000 AND 1999

Operating losses were incurred in the first quarter primarily as a result
of the low volume and inconsistency of orders it has received since
mid-1999. In addition, collections of accounts receivable have been delayed
due to difficulty encountered in completing a number of contracts. As a
result of the above, the Company has been unable to generate adequate cash
flow to support its current business operations and service its financing
costs and debt payments. Until its monthly order rate and profitability
improve, the Company will likely require funds from its line of credit to
support its present level of operations. The Company is examining its costs
and operating structure to identify additional cost savings, efficiency and
productivity actions to improve its gross margin and profitability.
Management is evaluating the current GenSystems workforce to determine if a
personnel reduction is necessary, given the lower than planned level of
backlog. Any adjustments in workforce will likely occur during the second
quarter of 2000, when the Company also expects to record any necessary
restructuring charge. In addition to reducing its ongoing operating costs,
the Company is aggressively pursuing new business and focusing on closing
out existing contracts to collect amounts owing from its customers. The
Company has also suspended non-essential spending and capital expenditures
to conserve its cash. With limited availability under its credit line and
unless its order rate improves, the Company will likely have to either
increase its line of credit or seek alternative sources of financing. The
Company is currently considering an offer from its present lender to
increase its line of credit.

The Companys bank loan covenants become more restrictive effective as of
the end of the second quarter of 2000. Based upon the Companys current
projections, there can be no assurance that the Company will be in
compliance with the new covenants at the end of the second quarter. If a
covenant violation occurs, the Company will likely attempt to negotiate a
waiver or covenant amendment with its lender.




INTEREST RATE RISK

The Company anticipates incurring higher borrowing costs as a result of
increases in prime rate and LIBOR in 2000. At January 1, 2000 prime rate
was 8.50% and 90 day LIBOR was 6.00%. At April 30, 2000 these rates
increased to 9.00% and 6.50%, respectively. The Company estimates that a
   .25% change in LIBOR or prime rate would impact annual interest cost by
$115,000 based on the amount of variable rate debt outstanding, exclusive
of the notional amount discussed below, at March 31, 2000.

Effective April 1, 2000 the Company entered into an interest rate swap
contract for a portion of its bank debt. The notional amount under the
contract declines from an initial amount of $24.5 million to $14.5 million
at the maturity of the contract on June 30, 2003. The receive rate under
the contract is 90 day LIBOR (6.50% at April 30, 2000) and the pay rate is
fixed at 7.16%. This transaction will have the near term impact of also
increasing the Companys borrowing costs based on the present 90 day LIBOR
rate. In the first quarter of 2000, the Companys average base interest
rate on this portion of its debt was 6.10%. The impact of the above swap
contract would be an increase of $250,000 in annual interest expense over
the annualized amount paid by the Company in the first quarter of 2000.

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GENESIS WORLDWIDE INC. AND SUBSIDIARIES
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
QUARTER ENDED MARCH 31, 2000 AND 1999




FORWARD LOOKING STATEMENTS

In addition to historical information, this document contains various
forward-looking statements, which are subject to risks, and uncertainties
that could cause actual results to differ materially from these statements.
These risks include, but are not limited to, changes in economic
conditions, interest rates, price and product offering competition from
domestic and foreign entities, customer purchasing patterns, labor costs,
product liability issues and other legal claims, and governmental
regulatory issues. Words identifying forward-looking statements include
plan, believe, expect, anticipate, project, intend, estimate
and other expressions which are predictions or indications of future events
or trends which do not relate to historical matters.

Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date the statement is made. The
Company undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise. Readers are urged to carefully review and consider the
various disclosures made by the Company in this document and other reports
filed with the Securities and Exchange Commission that attempt to advise
interested parties of the risks and factors that may affect the Companys
business.

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##### Table of Contents






PART II  OTHER INFORMATION




Items 1  5 Inapplicable




Item 6  Exhibits and Reports on Form 8-K

(a) Exhibit 27  Financial Data Schedule

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##### Table of Contents






SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this quarterly report to be signed on its behalf
by the undersigned thereunto duly authorized.



| | GENESIS WORLDWIDE INC.
(Registrant)
| | -----------------------------------

|      |              |  |  |  |                            |                                                                                       
|----- | ------------ |  |  |  | -------------------------- | --------------------------------------------------------------------------------------
|DATE: | May 12, 2000 |  |  |  | By     /s/ Karl A. Frydryk
|      |              |  |  |  |                           
|      |              |  |  |  |                            | Karl A. Frydryk
Vice President & Chief Financial Officer
(principal financial officer)

13