<PAGE>   1
                       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 September 30, 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                     (I.R.S. Employer
of incorporation or organization)               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 October 31, 2000 was 3,785,696.


<PAGE>   2

                     GENESIS WORLDWIDE INC. AND SUBSIDIARIES

                               INDEX TO FORM 10-Q

                                                                          PAGE
                                                                         NUMBER
                                                                         ------

PART 1. FINANCIAL INFORMATION:

        ITEM 1. - Condensed Consolidated Financial Statements:

          Balance Sheets - September 30, 2000 (unaudited) and
          December 31, 1999                                                2

          Statements of Operations and Comprehensive Income (unaudited)
          - Three Quarters and Quarter ended September 30, 2000 and 1999   3

          Statements of Cash Flow (unaudited) - Three Quarters ended
          September 30, 2000 and 1999                                      4

          Notes to Condensed Consolidated Financial Statements             5-9


        ITEM 2. - Management's Discussion and Analysis
                  of Financial Condition and Results of
                  Operations                                               10-12

        ITEM 3. - Quantitative and Qualitative Disclosure
                  About Market Risk                                        13


PART II. OTHER INFORMATION:

        ITEM 1.-5. Inapplicable                                            14

        ITEM 6.    Exhibits and Reports on Form 8-K                        14



                                       1

<PAGE>   3


PART 1 - FINANCIAL INFORMATION

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

<TABLE>
<CAPTION>
                                                              September 30                  December 31
                                                                   2000                         1999
                                                                   ----                         ----
                                                               (Unaudited)

<S>                                                             <C>                           <C>
Current assets:
    Cash                                                        $     241                     $    559
    Accounts receivable                                            22,006                       22,107
    Costs and estimated earnings in excess of
        billings on uncompleted contracts                          12,893                       12,702
    Inventories                                                     9,785                       10,016
    Prepaid and other expenses                                      1,197                        1,783
    Deferred income taxes                                           7,987                        6,816
    Net current assets of discontinued operations                                                8,077
                                                                ---------                    ---------

         Total current assets                                      54,109                       62,060

Property, Plant & Equipment - Net                                  28,336                       27,770
Prepaid pension costs                                               9,135                       19,849
Deferred income taxes                                               2,297                        2,297
Goodwill and other intangible assets                               59,672                       68,473
Other assets                                                        3,778                        5,018
                                                                ---------                    ---------

                                                                $ 157,327                    $ 185,467
                                                                =========                    =========
                      LIABILITIES AND SHAREHOLDERS' EQUITY
                      -------------------------------------

Current liabilities:
    Current portion of long-term debt                           $   6,540                    $   5,540
    Accounts payable                                               17,983                       20,557
    Accrued liabilities                                             8,978                       15,126
    Billings in excess of costs and estimated
         earnings on uncompleted contracts                         10,774                        6,962
    Net current liabilities of discontinued operations                 86
    Long-term debt in technical default                            65,420
                                                                ---------                    ---------

         Total current liabilities                                109,781                       48,185

Postretirement benefits                                             3,079                        3,054
Long-term debt, less current portion                               11,987                       94,034
Other long-term liabilities                                         1,182                        1,122
                                                                ---------                    ---------
         Total liabilities                                        126,029                      146,395
Shareholders' equity:
    Preferred stock                                                    14                           14
    Common stock and additional paid in capital                     9,805                        9,500
    Unearned compensation, restricted stock                            (9)                         (22)
    Retained earnings                                              21,936                       29,685
    Accumulated other comprehensive income                           (448)                        (105)
                                                                ---------                    ---------
         Total shareholders' equity                                31,298                       39,072
                                                                ---------                    ---------

                                                               $  157,327                    $ 185,467
                                                               ==========                    =========
</TABLE>

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


                                       2

<PAGE>   4


                     GENESIS WORLDWIDE INC. AND SUBSIDIARIES
               CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
                              COMPREHENSIVE INCOME
                (amounts in thousands, except per share amounts)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                        Three Quarters Ended                     Quarter Ended
                                                        --------------------                     -------------
                                                           September 30                          September 30
                                                           ------------                          ------------
                                                       2000             1999                 2000            1999
                                                       ----             ----                 ----            ----

<S>                                                 <C>              <C>                  <C>             <C>
Net sales                                           $ 99,738         $ 74,086             $ 33,122        $ 35,231
Operating costs and expenses:
    Cost of sales                                     81,915           57,017               28,784          26,237
    Selling, general and administrative               16,733           11,744                4,730           5,982
    Amortization of goodwill and other
     intangible assets                                 2,435              891                  770             686
                                                    --------         --------             --------        --------
Operating income (loss)                               (1,345)           4,434               (1,162)          2,326
Other income (expense):
    Interest expense                                  (6,714)          (2,966)              (2,299)         (2,336)
    Interest income                                      154              225                   24             145
    Other (expense) income                              (180)              93                   93             (98)
                                                    --------         --------             --------        --------

Income (loss)  before income taxes                    (8,085)           1,786               (3,344)             37

Income tax (provision) benefit                           925             (964)               1,049            (335)
                                                    --------         --------             --------        --------

Income (loss) from continuing operations              (7,160)             822               (2,295)           (298)

Income (loss) from operations of discontinued
    segments, net of income tax
    benefit of $324 in 2000 and $303
    and  $354 in 1999, respectively                     (576)            (539)                                (630)
                                                    --------         --------             --------        --------

Net income (loss)                                     (7,736)             283               (2,295)           (928)

Other comprehensive income (loss),
    foreign currency translation adjustments            (343)             106                 (112)            327
                                                    --------         --------             --------        --------

Comprehensive income (loss)                         $ (8,079)        $    389             $ (2,407)       $   (601)
                                                    ========         ========             ========        ========
Average common shares outstanding:
    Basic                                              4,227            3,948                4,112           4,283
    Diluted                                            4,227            3,963                4,112           4,283
Earnings(loss) per common share,
    basic and diluted:
    Continuing operations                           $  (1.69)        $    .21             $   (.56)       $   (.07)
    Discontinued operations                             (.14)            (.14)                                (.15)
                                                    --------         --------             --------        --------
                                                    $  (1.83)        $    .07             $   (.56)       $   (.22)
                                                    ========         ========             ========        ========

Dividends per share:
     Preferred                                      $   1.35         $   1.35             $    .45        $    .45
     Common                                                          $    .10
</TABLE>


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


                                       3

<PAGE>   5

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

<TABLE>
<CAPTION>
                                                                         Three Quarters Ended September 30
                                                                         ---------------------------------
                                                                             2000                1999
                                                                             ----                ----
<S>                                                                      <C>                  <C>
Cash flow from operating activities:

    Net income (loss)                                                    $  (7,736)           $    283
    Adjustments to reconcile net income (loss) to net
        cash provided by (used in) operating activities:
            (Income) loss from discontinued operations                         900                 842
            Depreciation and amortization                                    5,326               2,373
            Equity in loss of affiliates                                       811                 133
            Prepaid pension income                                            (271)             (1,094)
            Deferred tax provision (benefit)                                (1,171)                661
            (Gain) loss on sale of fixed assets                                  3                  (1)
            Gain from pension plan reversion                                (3,132)

    Changes in operating assets and liabilities
        excluding effect of discontinued operations
           and acquisition in 1999:
             Accounts receivable                                                 78             (4,546)
             Inventories                                                        231               (981)
             Cost and estimated earnings in excess of
                billings on uncompleted contracts                              (191)               799
             Billings in excess of costs and estimated earnings
                on uncompleted contracts                                      3,813             (5,529)
             Prepaids and other assets                                          610                781
             Accounts payable                                                (2,574)            (2,814)
             Accrued liabilities                                             (4,877)             3,753
                                                                           --------           --------
    Net cash provided by (used in) operating activities                      (8,180)            (5,340)

Cash flows from investing activities:
     Capital expenditures                                                    (3,208)            (1,390)
     Proceeds from sale of division                                           8,334
     Acquisition of business, net of cash acquired                                             (73,402)
     Proceeds from pension plan reversion                                    14,086
     Decrease in other assets                                                 2,016              1,008
     Proceeds from sale of fixed assets                                          41                 47
                                                                           --------           --------
     Net cash provided by (used in) investing activities                     21,269            (73,737)

Cash flows from financing activities:
    Dividends paid                                                              (13)              (398)
    Issuance of stock                                                            15                 73
    Debt acquisition costs                                                                      (2,528)
    Repayment of short-term borrowings                                                            (500)
    Proceeds from long-term borrowings                                       35,148            109,222
    Repayments of long-term borrowings                                      (47,350)           (27,096)
                                                                           --------           --------
    Net cash provided by (used in) financing activities                     (12,200)            78,773

Effect of exchange rates on cash                                               (136)               (78)
                                                                           --------           --------
Net cash provided by (used in) continuing operations                            753               (382)
Net cash provided by (used in) discontinued operations                       (1,071)                95
Cash, beginning of period                                                       559              1,708
                                                                           --------           --------
Cash end of period                                                       $      241            $ 1,421
                                                                          =========           ========
</TABLE>


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


                                       4
<PAGE>   6

                     GENESIS WORLDWIDE INC. AND SUBSIDIARIES
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                THREE QUARTERS ENDED SEPTEMBER 30, 2000 AND 1999
          (all dollar amounts in thousands, except per share amounts)

1.   FINANCIAL STATEMENTS

     The accompanying condensed consolidated financial statements have been
     prepared by Genesis Worldwide Inc. (Genesis or the Company) without audit
     pursuant to the rules and regulations of the Securities and Exchange
     Commission and, in the opinion of management, include all adjustments
     consisting only of normal recurring adjustments necessary for a fair
     presentation of the consolidated results of operations, financial position,
     and cash flows for each period presented. The consolidated results for
     interim periods are not necessarily indicative of results to be expected
     for the full year. These financial statements should be read in conjunction
     with the Company's 1999 Annual Report to Shareholders, Form 10-K for the
     year ended December 31, 1999 and Form 10-Q for the quarters ended March 31,
     2000 and June 30, 2000.

     Certain prior year amounts have been reclassified to conform to the 2000
     presentation.

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:

                                                  September 30    December 31
                                                     2000            1999
                                                     ----            ----

         Finished goods                             $  1,444       $  1,454
         Work-in process                               3,692          3,252
         Raw materials                                 4,649          5,310
                                                    --------       --------
         Total first-in, first-out cost             $  9,785       $ 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, consisting of an
     initial amount of $30,000 which was increased to $35,000 during the period
     June 28, 2000 through October 31, 2000. Subsequent to October 31, 2000, the
     lender increased the amount of the line to $32,000 through December 31,
     2000. The term loan facility consists of two tranches in principal amounts
     of $26,800 (the "Term A Loan") and $19,750 (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 $1,250 per quarter on
     September 30, 2000 to $2,500 per quarter during the last four quarters of
     the payment term.

                                       5

<PAGE>   7


                     GENESIS WORLDWIDE INC. AND SUBSIDIARIES
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                THREE QUARTERS ENDED SEPTEMBER 30, 2000 AND 1999
           (all dollar 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 9.78% at September 30, 2000. On September 30, 2000
     the Company had $5,013 available under the revolving credit facility.

     The credit facility agreement contains certain covenants, including a
     maximum senior leverage ratio, minimum interest coverage ratio, minimum
     fixed charge coverage ratio, a limitation on the amount of capital
     expenditures and a restriction on paying dividends. Substantially all the
     assets of the Company are pledged under the above credit facility. As a
     result of the losses from operations incurred during 2000, the Company did
     not generate sufficient earnings to be in compliance with certain of its
     earnings related loan covenants at September 30, 2000. As a result of the
     covenant violation, $66,000 of long-term debt is in technical default and
     has been classified as a current liability at September 30, 2000. The
     lender has agreed to forebear from accelerating payment of the loan balance
     through December 31, 2000. The Company has proposed a debt restructuring
     plan to its bank lender consisting of exchanging a portion of its
     outstanding indebtedness (which totals $71,700 at September 30, 2000) for
     equity in the Company. The lender has not yet formally responded to the
     Company's proposal but has had ongoing discussions with the Company and its
     financial advisor concerning this issue. The Company anticipates that it
     will reach an agreement with its bank lender on a debt restructuring. If a
     debt restructuring is not reached by December 31, 2000, the Company would
     request an extension of the bank forebearance and, if necessary, a
     continuation of its increased revolving credit facility.

     In connection with a June 2000 amendment to the credit facility which
     increased the Company's revolving credit line and modified certain
     covenants, the Company granted to the lender, ING (U.S.) Capital LLC, a
     warrant to purchase shares of the Company's common stock. Under the warrant
     agreement, unless the Company complied with certain conditions by October
     31, 2000 including a reduction in its term loans of at least $10,000 and a
     prescribed maximum senior leverage ratio, ING will earn a warrant to
     acquire 800,000 shares of the Company's common stock at an exercise price
     of $.01 per share. The Company was unable to comply with the required
     conditions at October 31, 2000. Consequently, the warrant was earned by ING
     and is exercisable on February 1, 2001. The number of shares under the
     warrant would reduce if certain events occur prior to January 31, 2001. The
     fair value of the warrants was estimated at $643, using the Black-Scholes
     Model and was recorded at the date of grant. The amount is included in
     these financial statements as a discount to the term loan and will be
     amortized over the remaining term of the loans.

     The Company also has outstanding subordinated notes consisting of $11,987
     in Senior Subordinated Notes ("Notes") due December 31, 2007. The Notes
     bear interest at 9% for the period July 1, 2000 through December 31, 2001,
     changing to 12.5% effective January 1, 2002 through March 31, 2002 and
     increasing by .5% on April 1, 2002 and at each three month interval until
     April 1, 2004 unless repaid to a maximum rate of 17%. Interest on the Notes
     due on June 30, 2000 and September 30, 2000 was not paid but was
     capitalized into the amount outstanding on the Notes. Interest payments due
     on December 31, 2000 and March 31, 2001 will also be deferred and
     capitalized as part of the Notes. The Company issued warrants to purchase
     100,000 common shares in conjunction with the Notes, at a warrant exercise
     price of $7.75 per share, subject to adjustment, which expire on June 30,
     2009. The fair value of the 100,000 warrants issued, estimated at $291
     using the Black-Scholes Model, was recorded as a discount to the Notes and
     is being amortized over the term of the Notes. The Company also has
     outstanding $840 in 8% Junior Subordinated Notes due June 30, 2002. These
     Notes shall be deemed paid in full in exchange for 50% of the proceeds
     received from the sale of the Company's interest in the Nippon-Herr joint
     venture (See Note 9).


                                       6

<PAGE>   8

                     GENESIS WORLDWIDE INC. AND SUBSIDIARIES
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                THREE QUARTERS ENDED SEPTEMBER 30, 2000 AND 1999
          (all dollar amounts in thousands, except per share amounts)

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
     $12,267 for the three quarters ended September 30, 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. In
     the three quarters ended September 30, 2000 the Company has increased the
     provision for operating losses by $150 related to certain costs incurred
     relating to closing this segment.

     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 the end of 2000. Net liabilities of $86 at
     September 30, 2000 consists of accounts receivable and accounts payable
     which will be settled or received in cash in 2000, contract reserves for
     remaining contracts and fixed assets which are carried at net realizable
     value. Net sales from the discontinued segment of $30 and $2,127 for the
     three quarters ended September 30, 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. During the second quarter of
     2000, the Company increased the provision for operating losses by $750
     relating to additional estimated contract costs.

     The following table summarizes the net loss from operations of discontinued
     segments:
<TABLE>
<CAPTION>

                                                       Three Quarters Ended September 30
                                                       ---------------------------------
                                                            2000               1999
                                                            ----               ----

<S>                                                      <C>                  <C>
     Net earnings (loss) from operations:
           Machine tool segment                          $  (150)             $ (341)
           Paper coating and laminating segment             (750)               (501)
                                                         -------              ------
                                                            (900)               (842)
     Tax (provision) benefit                                 324                 303
                                                         -------              ------
     Earnings (loss) from operations of discontinued
           segments                                       $ (576)             $ (539)
                                                         =======              ======

</TABLE>

                                       7

<PAGE>   9



                     GENESIS WORLDWIDE INC. AND SUBSIDIARIES
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                THREE QUARTERS ENDED SEPTEMBER 30, 2000 AND 1999
           (all dollar amounts in thousands, except per share amounts)

The provision for operating losses is summarized as follows:

<TABLE>
<CAPTION>
                                                   Machine Tool    Paper Coating and
                                                     Segment       Laminating Segment      Total
                                                     -------       ------------------      ------
<S>                                                  <C>               <C>                <C>
       Provision for operating losses
          at December 31, 1999                        $ 400             $ 220              $ 620

       Operating losses charged to
           the provision                               (470)             (769)            (1,239)

       Additional provision                             150               750                900
                                                      -----             -----              -----

       Provision for operating losses
           at September 30, 2000                      $  80             $ 201              $ 281
                                                      =====             =====              =====
</TABLE>


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.

<TABLE>
<CAPTION>
                                                         Three Quarters Ended September 30
                                                             2000                   1999
                                                             ----                   ----
                                                                    (Unaudited)

<S>                                                     <C>                   <C>
     Net sales                                          $  99,738             $  100,609
     Loss before taxes                                  $  (8,085)            $   (1,854)
     Income tax (provision) benefit                     $     925             $      873
     Loss from continuing operations                    $  (7,160)            $     (981)
     Earnings (loss) per share (basic and
         diluted) from continuing operations            $   (1.69)            $     (.23)

</TABLE>

     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 acquisition,
     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.

     In the second quarter of 2000 the Company resolved a preacquisition
     contingency upon receipt of an actuarial valuation related to a pension
     liability recorded by a foreign subsidiary of Precision. The resolution of
     this contingency resulted in a reduction of the pension liability and a
     decrease in goodwill of $1,235.


                                       8

<PAGE>   10

                     GENESIS WORLDWIDE INC. AND SUBSIDIARIES
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                THREE QUARTERS ENDED SEPTEMBER 30, 2000 AND 1999
           (all dollar amounts in thousands, except per share amounts)

     In the third quarter of 2000, the Company resolved certain issues relating
     to the Precision purchase price. Precision returned to Genesis the 500,000
     shares of Genesis common stock issued in connection with the purchase. The
     principal amount of the 12%, $15,000 Subordinate Note issued to Precision
     was reduced by $3,500, the interest rate on the Note was reduced to 9%
     through December 31, 2001, interest on the Note through March 31, 2001 will
     be added to the principal amount rather than paid in cash, and warrants to
     purchase Genesis common shares that could have been earned by holders of
     the Note beginning June 30, 2000 were eliminated.

     The adjustment to the purchase price resulted in a decrease in goodwill of
     $4,697.

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.

8.   OTHER MATTERS

     An operating loss was incurred in the first nine months of 2000, primarily
     as a result of the low volume and uneven flow of orders the Company has
     received since mid-1999 and from higher than anticipated manufacturing
     costs being incurred on some contracts. Due to the above, the Company was
     unable to generate adequate cash flow from operations to service its
     financing costs and debt payments and had to borrow from its line of
     credit. As a result, the Company has instituted a number of initiatives to
     reduce its operating costs and improve its cash flow. These initiatives
     include personnel reductions and other cost containment programs. The
     Company estimates it has reduced its annual operating costs by over $3.1
     million through these steps, which began in the second quarter of 2000.
     Selling, general and administrative expense was $600,000 lower in the third
     quarter of 2000 than in the second quarter. The Company is continuing to
     review its cost structure to identify additional cost saving initiatives.
     In addition to reducing its operating costs, the Company is aggressively
     pursuing new business and is focused on closing out existing contracts to
     collect amounts owed from its customers. The Company has suspended
     non-essential spending and capital expenditures to further conserve its
     cash.

9.   INVESTMENT IN AFFILIATES

     Subsequent to September 30, 2000 the Company sold its 50% interest in
     Nippon Herr Company, Ltd for $615 in cash and recorded a net gain of $360
     on this transaction in the fourth quarter of 2000, which includes the
     elimination of $840 of subordinated debt and a realized loss of $50 for
     cumulative translation adjustments.

                                       9

<PAGE>   11

                     GENESIS WORLDWIDE INC. AND SUBSIDIARIES
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS
                THREE QUARTERS ENDED SEPTEMBER 30, 2000 AND 1999

     RESULTS OF OPERATIONS

     For the three quarters and quarter ended September 30, 2000 the Company
     reported a net (loss) from continuing operations of $(7,160,000) and
     $(2,295,000), respectively, compared to net earnings (loss) from continuing
     operations of $822,000 and $(298,000) for the same periods 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 related to
     acquisitions increased by $1,544,000 and $84,000 in the first three
     quarters and third quarter of 2000 compared to the same periods in 1999.

     Sales increased to $99.7 million in the three quarters of 2000, compared to
     $74.1 million for the same period in 1999 with an additional $35.8 million
     of sales from Herr-Voss ("Precision") acquired on June 30, 1999. Sales
     decreased to $33.1 million in the third quarter of 2000 compared to $35.2
     million for the same period in 1999. The Company's businesses excluding
     Precision experienced a decline in sales of $9.7 million for the three
     quarters ended September 30, 2000. This decline in revenues was due to a
     prolonged slowdown in orders for the Company's capital equipment which
     began in mid-1999.

     Cost of goods sold as a percentage of sales was 82.1% and 86.9% in the
     three quarters and third quarter of 2000 compared to 77.0% and 74.5% in the
     respective 1999 periods. The newly acquired businesses have improved the
     overall profit margin in the Company, but cost overruns and problems with
     contract closeouts at the existing businesses, particularly in the second
     and third quarters of 2000, contributed to the lower margin in the 2000
     periods compared to 1999. An operating loss of $1.3 million and $1.2
     million was incurred in the three quarters and third quarter of 2000
     compared to operating earnings of $4.4 million and $2.3 million for the
     same periods in 1999. The decrease in operating earnings was affected by
     additional amortization of goodwill in 2000 relating to acquisitions.
     Selling, general and administrative expenses increased by $4.9 million in
     the three quarters of 2000 due to the acquisition of Precision. Selling,
     general and administrative expenses decreased by $1.2 million in the third
     quarter of 2000 compared to 1999 as a result of the Company's efforts to
     reduce costs to more closely match its current business volume. Also
     affecting comparability of operating results between 2000 and 1999 was a
     decrease in pension income of $824,000 recognized in the three quarters
     ended September 30, 2000 related to pension plans that were terminated in
     January, 2000.

     Orders received during the first three quarters of 2000 totaled $88.2
     million including $38.9 million for Precision, compared to $49.1 million
     for the same period of 1999. Backlog at September 30, 2000 was $50.5
     million compared to $49.6 million at September 30, 1999 and $62.2 million
     at December 31, 1999.

     LIQUIDITY AND CAPITAL RESOURCES

     During the first three quarters of 2000 the Company's operating activities
     required $8.2 million of cash. The Company's operating losses and decreases
     in accounts payable ($2.6 million) and accrued liabilities ($4.9 million)
     required cash during the period. Advance payments from customers exceeded
     costs incurred on contracts in process and increases in accounts
     receivables and provided $3.7 million of cash.


                                       10

<PAGE>   12

                     GENESIS WORLDWIDE INC. AND SUBSIDIARIES
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS
                THREE QUARTERS ENDED SEPTEMBER 30, 2000 AND 1999

     Capital expenditures required $3.2 million in the first three quarters of
     2000 and a portion of the proceeds from the sale of the Machine Tool
     Division ($8.3 million) and the termination of certain pension plans ($14.1
     million) were used 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 three
     quarters of 2000 required the Company to borrow $9.0 million under its line
     of credit, including $3.4 million to repay its term debt. At September 30,
     2000, the Company had $5.0 million available to borrow or for issuing
     letters of credit under its revolving credit line of $35 million. The
     Company's line of credit was temporarily increased from $30 million at June
     28, 2000 to $35 million through October 31, 2000, at which time it returned
     to $30 million. Subsequent to October 31, 2000 the lender increased the
     amount of the line to $32 million through December 31, 2000.

     Operating losses have been incurred in 2000 primarily as a result of the
     low volume and uneven flow of orders the Company has received since
     mid-1999 and from higher than anticipated manufacturing costs being
     incurred on contracts. Due to the above, the Company was unable to generate
     adequate cash flow from operations to service its financing costs and debt
     payments and had to borrow from its line of credit. As a result, the
     Company has instituted a number of initiatives to reduce its operating
     costs and improve its cash flow. These initiatives include personnel
     reductions and other cost containment programs. The Company estimates it
     has reduced its annual operating costs by over $3.1 million through these
     steps, which began in the second quarter of 2000. These initiatives have
     resulted in a reduction in selling, general and administrative expense in
     the third quarter of 2000 of $1.2 million compared to the third quarter of
     1999, with $600 thousand of the reduction occurring between the second and
     third quarter of 2000. The Company is continuing to review its cost
     structure to identify additional cost saving initiatives. In addition to
     reducing its operating costs, the Company is aggressively pursuing new
     business and is focused on closing out existing contracts to collect
     amounts owed from its customers. The Company has suspended non-essential
     spending and capital expenditures to future conserve its cash. Positively
     impacting cash flow is the Company's settlement of claims against the
     seller of its Herr-Voss operation, which included a reduction in the amount
     owed to the seller of $3.5 million, a reduction in the interest rate (from
     12% to 9%) to be paid on the remaining $12.0 million of seller indebtedness
     through December 31, 2001 and a moratorium on the payment of interest
     (amounts to be capitalized as additional borrowings) through March 31,
     2001.

     Because of lower than expected order volume continuing throughout 2000, the
     Company may not be able to generate adequate cash flow from operations to
     continue servicing its indebtedness. As a result, the Company has initiated
     discussions with its present bank lender to consider various alternatives
     to address the Company's capital structure, with a goal to reduce the
     Company's financing costs and provide adequate capital for the company to
     continue its operations. The Company has engaged a financial advisor,
     McDonald Investments, to assist it in reviewing its capital structure and
     advising it in discussions with its lender concerning these issues. The
     Company has proposed a debt restructuring plan to its bank lender
     consisting of exchanging a portion of its outstanding indebtedness (which
     totals $71.7 million at September 30, 2000) for equity in the Company. The
     lender has not yet formally responded to the Company's proposal but has had
     ongoing discussions with the Company and its financial advisor concerning
     this issue. If the Company is not able to reach a satisfactory agreement
     with its bank lender, it may have to consider other steps to sustain its
     operations, including reorganization, sale of all or parts of its business
     or shutting down certain of its business locations. The Company cannot be
     assured that any of these actions would ultimately provide adequate cash
     flow to service its existing level of indebtedness without impairing its
     ongoing viability.


                                       11

<PAGE>   13

                     GENESIS WORLDWIDE INC. AND SUBSIDIARIES
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS
                THREE QUARTERS ENDED SEPTEMBER 30, 2000 AND 1999

     At September 30, 2000, the Company was in violation of certain of its bank
     loan covenants. As a result, $66 million of long term debt in technical
     default is classified as a current liability at September 30, 2000. The
     lender has agreed to forebear from accelerating payment of the loan balance
     through December 31, 2000. If a debt restructuring is not reached by that
     date, the Company would request an extension of the bank forebearance and,
     if necessary, a continuation of its increased revolving credit facility.

     The Company believes that a valuation allowance against deferred tax assets
     is not necessary, other than a valuation allowance relating to the net
     operating loss carry forwards of the Company's subsidiaries in Germany
     which are being liquidated. The Company anticipates that the deferred tax
     assets will be realized as a result of the reversal of the deferred tax
     liabilities and the generation of future taxable income. However, a
     valuation allowance against the deferred tax assets could be required if
     estimates of future taxable income are reduced.

     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 October 31, 2000 these rates
     increased to 9.50% and 6.76%, respectively. The Company estimates that a
     .25% change in LIBOR or prime rate would impact annual interest cost by
     $119,000 based on the amount of variable rate debt outstanding at September
     30, 2000, exclusive of the notional amount discussed in the Quantitative
     and Qualitative Disclosure about Market Risk section below.

     The Company has an interest rate swap contract for a portion of its bank
     debt. The notional amount under the contract declines from $23.9 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 (6.66% for the period September 1,
     2000 to December 31, 2000) and the pay rate is fixed at 7.16%. This
     transaction will have the impact of increasing the Company's borrowing
     costs by $30 during the quarter ended December 31, 2000.

     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, availability of adequate financing, 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.


                                       12

<PAGE>   14

                     GENESIS WORLDWIDE INC. AND SUBSIDIARIES
                          QUANTITATIVE AND QUALITATIVE
                          DISCLOSURE ABOUT MARKET RISK
                THREE QUARTERS ENDED SEPTEMBER 30, 2000 AND 1999

     QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS

     Effective April 1, 2000, the Company entered into a three year 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
     interest rate swap hedges against potential interest increases by having a
     fixed pay rate of 7.16% with a variable receive rate of 90 day LIBOR (6.81%
     at September 30, 2000), which is fixed two days before each quarter. In the
     second and third quarter of 2000, the Company's interest rate on this
     portion of its debt was 6.28% and 6.78%, respectively. The effect of this
     swap was to increase interest expense in the second and third quarters by
     $54 and $23, respectively, as the 90-day LIBOR rate was below the fixed pay
     rate. For the fourth quarter of 2000 this transaction will have the impact
     of increasing interest cost by $30 under this swap. At September 30, 2000,
     a payment of $296 thousand would be required to terminate the interest rate
     swap contract.


                                       13

<PAGE>   15

PART II - OTHER INFORMATION


Items 1- 5 Inapplicable

Item 6 - Exhibits and Reports on Form 8-K

     (a.) On September 6, 2000 the Company filed an 8-K to disclose the
          Company's settlement of claims in connection with the purchase of the
          Herr-Voss companies and the issuance of a new note as part of the
          agreement terms.

     (b.) Exhibit 4 - Forebearance Agreement dated as of November 20, 2000
          among Genesis Worldwide Inc. and ING (U.S.) Capital LLC.

     (c.) Exhibit 27 - Financial Data Schedule


                                  14
<PAGE>   16

                                   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: November 20, 2000        By  s/Karl A. Frydryk
           ---------------------        ----------------------------------------
                                        Karl A. Frydryk
                                        Vice President & Chief Financial Officer
                                        (principal financial officer)


                                       15