<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-K
                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


For the fiscal year ended December 31, 2000          Commission File No. 1-1997

                             GENESIS WORLDWIDE INC.
                             ----------------------

          Ohio                                           34-4307810
------------------------                      ---------------------------------
(State of Incorporation)                      (IRS Employer Identification No.)

                    2600 Kettering Tower, Dayton, Ohio 45423
                    ----------------------------------------

                             Telephone 937/910-9300
                             ----------------------

Security registered pursuant to Section 12(b) of the Act:
                                                    NAME OF EACH EXCHANGE

           Title of each class                      on which registered
           -------------------                      -------------------

           Common shares, without par value         OTC Bulletin Board

Securities registered pursuant to Section 12(g) of the Act: None
                                                            ----

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 twelve months, and (2) has been subject to such filing
requirements for the past 90 days. Yes X    No
                                      ---     ---

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

The aggregate market value of the common shares held by nonaffiliates of the
registrant as of the close of business on March 23, 2001 was $481,015.

The number of common shares outstanding as of March 23, 2001, was 3,785,696.

                       Documents Incorporated by Reference
                       -----------------------------------

Portions of the Registrant's Definitive Proxy Statement for its Annual Meeting
of Shareholders to be held on May 14, 2001.


<PAGE>   2

                                     PART I
                                     ------

ITEM 1 - BUSINESS

Genesis Worldwide Inc. and Subsidiaries, (the "Company"), was incorporated in
1909 and has its principal executive office in Dayton, Ohio. The Company
operates primarily through its subsidiaries; GenSystems Inc., located in
Callery, Pennsylvania and New Bremen, Ohio, GenCoat Inc. (formerly GFG) located
in Sussex, Wisconsin and GenInternational Inc., located in the United Kingdom.

The Company engineers and manufactures high quality metal coil processing, roll
coating and electrostatic oiling equipment in the United States and the United
Kingdom. The Company also provides mill roll reconditioning, texturing and
grinding services in addition to its rebuild, repair and spare parts business.
The majority of the Company's sales of equipment and services are to the steel
industry.

Recent Developments
-------------------

On December 31, 1998, the Company acquired GFG Corporation ("GFG"), which has
been renamed GenCoat. GenCoat designs and assembles roll coating and laminating,
electrostatic oil application and coil processing equipment used by the metal
coil processing industry.

On June 30, 1999, the Company acquired Precision Industrial Corporation and
Subsidiaries, including Herr-Voss Industries, Inc. ("Precision"). Precision
designs, manufactures, installs and services metal coil processing equipment and
also manufactures and services rolls for metal leveling. Precision was
subsequently renamed GenSystems and, as restructured, now includes the Company's
Stamco division as well as Herr-Voss.

In December 1999, the Company adopted a plan to discontinue the Busch paper
coating and laminating segment of its business. The plan of disposal provided
for the servicing and installation of two remaining contracts which were
completed in 2000 .

In February 2000, the Company sold the assets of the machine tool division
located in Cortland, New York. This division, along with the Sidney, Ohio
division which was sold in 1997, comprised the Company's machine tool segment.

As a result of the Company's recent dispositions, it now operates in one
business segment.

Business and Products
---------------------

GENSYSTEMS INC - GenSystems designs, manufactures, installs and services a broad
line of metal coil processing equipment under the names Herr-Voss and Stamco.
This equipment, generally sold as complete lines, is used by steel and aluminum
mills and mini-mills, ferrous and non-ferrous supply centers, and end users of
coiled material. Coil processing lines perform various operations, such as
slitting, tension leveling, shearing, cleaning, forming, coating, galvanizing,
annealing, and heat treating. Individual components are also manufactured for
the upgrading of existing lines.

GenSystems also manufactures rolls for metal leveling/flattening equipment and
also provides a broad variety of technical services for the metals forming,
producing and coil processing industries.


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<PAGE>   3


GENCOAT INC. - GenCoat has three product lines; 1) roll coaters and laminators,
2) electrostatic oilers and 3) coil processing equipment. GenCoat has
manufactured roll coaters and laminators since it began operations in 1969. Roll
coaters and laminators are used in continuous coil coating lines where coils of
steel and/or aluminum are uncoiled, cleaned, painted with prime coat, cured,
painted with a finish coat, laminated with film, cured and recoiled. The
finished coil is used primarily in the construction, container and automotive
markets.

GenCoat purchased the Peabody electrostatic oiler product line in 1993.
Electrostatic oilers are used to apply oil or lubricants on steel and/or
aluminum strip in a continuous coil processing line. The purpose of the oil is
to protect the strip from rust prior to other processing of the strip or to
lubricate the strip prior to a stamping or forming operation.

In 1994, GenCoat expanded its product line to include coil processing equipment.
This includes all equipment necessary for a coil coating line, from uncoilers to
recoilers. GenCoat provides equipment for complete new coil coating lines as
well as equipment to upgrade existing lines.

GENINTERNATIONAL INC. - GenInternational provides similar products as provided
by GenSystems Inc. and GenCoat and markets its own products and those of
GenSystems outside of North America. It also provides marketing support and
technical assistance to GenCoat outside of the United States.

Markets and Distribution
------------------------

The customers for the Company's products include major steel and aluminum
producers, processors, service centers, prime contractors and toll coaters and
processors in the United States and throughout the world. The Company is not
dependent on a single customer or a few customers and the loss of any individual
customer would not have a material adverse effect on the Company.

The Company has its own marketing staff for its domestic and international
markets and also uses a number of agents throughout the world.

Competition
-----------

Genesis actively competes with other equipment manufacturers, both domestic and
foreign. The market for the Company's products is subject to normal price,
service, and quality competition. Domestically, the coil processing equipment
produced by GenSystems and GenCoat primarily competes with other domestic
producers and the Company believes it holds approximately 40% of the North
American market. Internationally, the Company competes with a number of other
major international companies some of which are larger and have more resources
than the Company. GenCoat believes it has over 50% of the market share, both
domestically and internationally, for its roll coating equipment and also holds
the largest market share, compared to its competitors, for its electrostatic oil
application equipment. Its major competitors include both domestic and
international companies.

Backlog
-------

The Company's backlog for its coil processing equipment was $36.7 million and
$62.2 million at December 31, 2000 and 1999, respectively. The entire backlog
can reasonably be expected to be shipped within twelve months. Seasonal factors
are not significant to Genesis.



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<PAGE>   4
Purchases of Raw Materials and Supplies
---------------------------------------

In the Company's coil processing business the principal materials purchased are
obtained on a competitive basis from many different sources and are commercially
available. A portion of the Company's operations are involved in the design and
assembly of the final product and sub-contract for a majority of their equipment
from numerous suppliers at competitive prices. The Company does not believe that
the loss of any one supplier would have a material adverse affect on the ability
of these operations to continue. GenCoat has alliances with certain key
suppliers of components used in its equipment. While the loss of one of these
suppliers could be disruptive in the short-term, alternative sources of supply
would be available.

Engineering and Development
---------------------------

The Company's engineering departments are responsible for designing equipment to
customer order specifications, the improvement of existing product lines, and
the development of new products. Refer to the Notes to Consolidated Financial
Statements contained in Item 8 of this Form 10-K, for the amount of research and
development expense incurred by the Company.

Employees
---------

The Company had 682 employees at December 31, 2000.

Working Capital
---------------

Because of the up to 12 month cycle time required to manufacture certain of its
products, Genesis may be required to finance a substantial volume of work in
process. However, to the extent possible, it obtains progress payments from
customers during the production cycle.

Domestic and Foreign Operations and Export Sales
------------------------------------------------

Amounts of revenue, profitability, and identifiable assets attributable to
domestic and foreign operations are included in Notes to Consolidated Financial
Statements contained in Item 8 of this Form 10-K.

ITEM 2 - PROPERTIES

Domestic
--------

The following is a listing of the Company's various offices and manufacturing
facilities.

GENESIS WORLDWIDE INC., DAYTON, OH          GENCOAT INC., SUSSEX, WI
----------------------------------          ------------------------
Executive Offices                           Administrative Offices
11,357 Sq. Ft. Office                       Engineering and Manufacturing
Facility - Leased                           22,000 Sq. Ft. Office
                                            60,000 Sq. Ft. Manufacturing
                                            Facility - Leased




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<PAGE>   5

                                 GENSYSTEMS INC.
                                 ---------------

HERR-VOSS DIVISION, CALLERY, PA         STAMCO DIVISION, NEW BREMEN, OH
-------------------------------         -------------------------------
Administrative Offices                  Administrative Offices
Engineering and Manufacturing           Engineering and Manufacturing
33,300 Sq. Ft. Office                   20,900 Sq. Ft. Office
89,300 Sq. Ft. Manufacturing            138,600 Sq. Ft. Manufacturing
Facility - Owned                        Facility - Owned


VALLEY ROLLS, MARS, PA                  CONWAY, PA
----------------------                  ----------
Leveler Rolls and Back-Up Bearings      Mill Rolls Manufacturing
Manufacturing and Services Facility     Services Facility
900 Sq. Ft. Office                      800 Sq. Ft. Office
13,200 Sq. Ft. Manufacturing            31,000 Sq. Ft. Manufacturing
Facility - Owned                        Facility - Owned

H-V MILL ROLL SERVICES, AMBRIDGE, PA    H-V RCI, CHESTERTON, IN
------------------------------------    -----------------------
Mill Roll Service Facility              Leveler Rolls, Back-up Bearing and Mill
2,500 Sq. Ft. Office                    Roll service center
23,500 Sq. Ft. Manufacturing            54,800 Sq. Ft. Office/Manufacturing
Facility - Owned                        Facility - Leased


Foreign
-------

GenSystems Ltd., a subsidiary of GenInternational, leases two office facilities
near Birmingham, England where it designs, purchases components and sells metal
coil processing equipment.

All of the Company's facilities are in good condition.

ITEM 3 - LEGAL PROCEEDINGS

The Company is a defendant in various legal actions, arising in the ordinary
course of business, including product liability claims. The Company is
responsible for legal and settlement costs up to $100,000 associated with
product liability claims and has insurance coverage for costs which exceed that
amount, subject to specific and aggregate loss limitations. For the product
liability claims against Herr-Voss for occurrences prior to 1998, the Company is
responsible for legal and settlement costs up to $350,000. The Company believes
that the ultimate liability, if any, resulting from these matters will not have
a material effect on the Company's consolidated financial position or results of
operations.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of security holders during the fourth
quarter of 2000.



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<PAGE>   6
                                     PART II

ITEM 5 - MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDERS
MATTERS

The following table sets forth, for 2000 and 1999, the high and low price of the
Company's Common Stock on the Over the Counter Bulletin Board (ticker symbol
GWOW.OB beginning June 5, 2000) and the New York Stock Exchange-Composite Tape
(ticker symbol GWO beginning from September 1, 1999 to June 4, 2000 and MMO
prior to September 1, 1999) and the dividend per share paid on the Common Stock:

<TABLE>
<CAPTION>
                                          2000                                                1999
                          ------------------------------------------           ---------------------------------------
                                                           DIVIDEND                                         DIVIDEND
           QUARTER ENDED      HIGH            LOW           PAID                   HIGH          LOW           PAID
           ---------------------------------------------------------           ---------------------------------------

<S>                       <C>               <C>              <C>                  <C>            <C>          <C>
           March 31       $ 4.4375          $   3            None                 $  7.50        $ 6.375      $  .05

           June 30        $ 3.6875          $ .50            None                 $     9        $  6.75      $  .05

           September 30   $  1.870          $.375            None                 $ 9.125        $     4        None

           December 31    $   .562          $.125            None                 $ 6.125        $ 3.125        None
</TABLE>

At December 31, 2000, the number of holders of record for the Company's Common
Stock was 680. Under its revolving credit facility the Company is restricted as
to the amount of dividends it may pay in any year, as described in the Notes to
the Consolidated Financial Statements contained in Item 8 of this Form 10-K.


















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<PAGE>   7
ITEM 6 - SELECTED FINANCIAL DATA

The selected financial data set forth below for the five years ended December
31, 2000 has been derived from the audited financial statements of the Company
and its consolidated subsidiaries. Such information should be read in
conjunction with the financial statements. The operating data below excludes
amounts from the machine tool and paper coating and laminating businesses which
are classified as discontinued operations. Results from GenCoat (formerly GFG),
beginning January 1, 1999 and Precision (including Herr-Voss), beginning July 1,
1999, are included in the data below. (Dollars in thousands, except per share
amounts).

<TABLE>
<CAPTION>
                                           2000          1999          1998          1997          1996
                                           ----          ----          ----          ----          ----
SUMMARY OF OPERATIONS:

<S>                                      <C>           <C>           <C>           <C>           <C>
    Net Sales                            $ 129,818     $ 111,830     $  46,299     $  61,937     $  56,577
    Operating Income (Loss)
         from Continuing Operations      $  (8,241)    $   5,243     $   3,639     $  (1,846)    $  (1,104)

    Net Income (Loss) from Continuing
         Operations                      $ (25,774)    $    (428)    $   2,280     $  (2,672)    $   2,895

    Earnings (Loss) per Common
         Share from Continuing
         Operations                      $   (6.26)    $    (.11)    $     .60     $    (.71)    $     .77

BALANCE SHEET DATA:

    Working Capital*                     $   1,228     $  13,775     $  14,828     $  15,308     $  36,368
    Total Assets                         $ 144,188     $ 186,950     $  82,750     $  66,100     $  94,351
    Debt                                 $  84,326     $  99,574     $  16,997     $   2,062     $  18,175
    Shareholders' Equity                 $  12,628     $  39,072     $  42,654     $  41,269     $  46,579

OTHER DATA:

    Cash Provided by (Used in)
        Operating Activities             $  (6,044)    $  (1,276)    $  (4,102)    $  (1,304)    $  (3,201)
    Net Change in Indebtedness           $ (15,248)    $  82,577     $  14,935     $ (16,113)    $   1,528

    Ending Backlog                       $  36,721     $  62,245     $  43,112     $  28,826     $  40,070
    Cash Dividend per
        Common Share                     $       -     $     .10     $     .20     $     .20     $     .20
</TABLE>


*  In 2000, does not include long-term debt of $76,876, shown as currently
   payable and current maturities of $7,450, of which payment is presently
   suspended.




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<PAGE>   8
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

General
-------

During the three years ended December 31, 2000, the business of the Company has
changed due to two acquisitions and the disposal of two segments. The data
presented below includes results of operations from GenCoat (formerly GFG) for
2000 and 1999 and from Precision (including Herr-Voss) beginning July 1, 1999.
These entities, along with the Stamco operation, comprise the Company's sole
operating segment, manufacturing and servicing equipment used in the processing
of metal coils. Results from the Company's former machine tool and paper coating
and laminating segments are included in discontinued operations. Accordingly,
the assets and liabilities of these segments have been segregated on the
consolidated balance sheets and the revenues and expenses have been reported as
discontinued operations on the consolidated statements of operations.

The acquisition of Precision in 1999 provided the Company with additional
revenue sources from services and aftermarket sales, which had not been a
significant part of its previous coil processing equipment business. During 2000
and the second half of 1999, revenues from services and aftermarket sales
comprised over 31% and 25% respectively, of the Company's net sales, while the
percentage prior to the 1999 acquisition had averaged about 7%.

2000 Compared to 1999
---------------------

The Company reported a loss from continuing operations of $25.8 million in 2000
compared to a loss from continuing operations of $428 thousand in 1999. Included
in 2000 results is a charge of $12.0 million to the income tax provision for a
valuation allowance against the Company's remaining net deferred tax assets.

Net sales were $130 million in 2000 compared to $112 million in 1999. The
increase was solely due to a full year of Herr-Voss sales being recognized in
2000, while 1999 results only include sales beginning July 1, 1999. Excluding
Herr-Voss, the Company's business experienced a decline in sales of $13.0
million in 2000 compared to 1999 due to a prolonged slowdown in orders for the
Company's capital equipment which began in mid-1999. Rising interest rates
through the third quarter of 2000 and the downturn in general economic
conditions have affected the market for the Company's products and has also
negatively impacted the Company's customers in the steel coil processing
industry.

Cost of sales as a percentage of sales was 84.9% in 2000 compared to 77.8% in
1999. Cost overruns and problems with completing certain contracts, particularly
at Herr-Voss, contributed to the lower margin in 2000 compared to 1999. The
lower sales volume has negatively impacted gross margin, due to the fixed cost
component of cost of sales. The Company has taken steps to reduce fixed
manufacturing costs to more closely match its current business volume. The
businesses have historically experienced higher margins than those realized in
2000 and 1999.



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<PAGE>   9
Selling, general and administrative expense increased by $7.5 million to $24.6
million in 2000 compared to $17.1 in 1999. The acquisition of Herr-Voss on June
30, 1999 contributed to $4.6 million of this increase in 2000. Also affecting
the comparability of the years was an increase of $869 thousand in accounts
receivable reserves due to concern for potential financial difficulty which may
be experienced by the Company's customers in the steel industry. Also, in 2000
the Company recorded $650 thousand for lease exit costs and severance costs
related to the closing of a portion of the UK operations. Included in 2000
operating results is $443 thousand of expense related to the Company's pension
plans, while $1.7 million of pension income was recognized in 1999. The decline
in income was due to the February 2000 distribution of assets from two of the
Company's pension plans which were terminated in 1998. An increase in goodwill
amortization of $1.4 million was the result of the acquisition of Herr-Voss and
the resulting full year of goodwill amortization in 2000.

Interest expense increased $3.6 million in 2000 compared to 1999 as a result of
higher debt used to finance the Company's acquisitions.

The Company had been carrying the potential future tax benefits associated with
its income tax operating loss carryforwards as a deferred tax asset. Because of
the loss incurred in the fourth quarter of 2000, the Company was required to
record a charge of $12.0 million in its income tax provision to reserve for this
asset, as it is more likely than not that some or all of the deferred tax assets
will not be realized.

1999 Compared to 1998
---------------------

The Company reported a loss from continuing operations of $428 thousand in 1999
compared to income from continuing operations of $2.3 million in 1998. Included
in 1999 results is a charge to operations of $600 thousand for impairment of
assets and $1.9 million for amortization of intangibles.

Net sales were $112 million in 1999 compared to $46 million in 1998. Sales of
$42 million from Precision, which was acquired on June 30, 1999, and $23 million
from GFG, which was acquired on December 31, 1998 comprised the increase.

Cost of sales as a percentage of sales was 77.8% in 1999 compared to 76.4% in
1998. Although the businesses acquired since 1998 have historically experienced
higher margins than were experienced in 1999, low order volume, particularly in
the third quarter of 1999, affected the sales volume and related gross margins.

Selling, general and administrative expense increased to $17.1 million in 1999
of which $8.1 million was the result of acquired businesses compared to $7.3
million in 1998. In 1999, additional depreciation of $700 thousand, a large
portion of which related to the Company's new management information system, and
$600 thousand of legal and other costs for settlement of litigation related to
contract performance comprised a large portion of the difference. Included in
1999 operating results is $1.7 million of pension income earned on investments
carried in the Company's overfunded pension plans, while $3.2 million of income
was recognized in 1998. An increase in interest expense of $5.1 million in 1999
compared to 1998 was the result of a higher level of borrowing which was used to
finance the Company's acquisitions. The income tax provision in 1999 was
disproportionate to pre-tax earnings as a result of the nondeductibility of
amortization of intangibles for tax purposes.

LIQUIDITY AND CAPITAL RESOURCES

During 2000, 1999 and 1998 the Company's continuing operating activities used
$6.0 million, $1.3 million and $4.1 million of cash, respectively. A major
component of operating cash activity each year is changes in working capital,
which required $12.5 million in 2000, $1.0 million in 1999, and $480 thousand in
1998. The reduction in working capital during 2000 included a reserve recorded
against a $6.8 million deferred tax asset, a $8.1 million reduction in net
current assets of discontinued operations and an increase of $1.9 million in the


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<PAGE>   10

current portion of long-term debt, payment of which is presently suspended by
the lender. Other working capital changes relate primarily to changes in
inventory balances and the timing of collection of accounts receivable and
payment of accounts payable and accrued expenses. In 2000, the Company generated
$22.7 million from a pension plan reversion, the sale of its machine tool
division (discontinued operations) and from the sale of two joint ventures,
which was used to repay $18.0 million of the Company's long-term debt. The
Company also paid $2.6 million in debt acquisition costs in 1999 related to the
credit facility as described below. Other non-cash charges in 1999 included $600
thousand related to a provision for asset impairment.

The Company's capital expenditures have been primarily for machinery and
equipment. During the 3 year period these include $3.3 million for machinery and
equipment and relocation of the Company's roll center refurbishing facility in
Indiana and $2.2 million relating to the Company's new management information
system. During 1999, the Company borrowed $62.2 million to acquire Precision and
borrowed $13.5 million in 1998 to acquire GFG (now GenCoat).

The Company borrowed $9.9 million under its line of credit, which was used to
pay $3.4 million of scheduled principal amounts and $6.5 million of interest. At
December 31, 2000, the Company had $1.7 million available to borrow or for
issuing letters of credit under its revolving credit line of $32 million. On
February 28, 2001 ING (U.S.) Capital LLC (the "lender") increased the credit
line to $35.5 million through April 30, 2001, at which time the line returns to
$30 million.

Operating losses were 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 incurred on certain contracts. As a
result, the Company was unable to generate adequate cash flow from operations to
service its financing costs and debt payments. To improve its cash flow, the
Company has instituted a number of initiatives to lower its operating costs. The
Company has reduced its employment from 682 at January 1, 2001 to 620 by
mid-March 2001, with additional reductions planned if the level of incoming
orders does not improve. The Company is continuing to review its cost structure
to identify additional cost saving initiatives, including requesting price
concessions from vendors. Along with 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 minimized
its capital expenditures to further conserve its cash.

Because of lower than expected order volume continuing throughout 2000, the
Company does not expect to be able to generate sufficient cash from operations
to service its indebtedness (payment of interest and scheduled principal
amounts). Under forbearance agreements the Company has received from its lender
beginning on November 20, 2000, which currently extend through April 30, 2001,
principal and interest payments to its primary lender have been suspended. The
Company has had ongoing discussions with its 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 ("McDonald"), 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 lender consisting of exchanging a
portion of indebtedness (which totals $72.1 million at December 31, 2000) for
equity in the Company. The Company has had ongoing discussions with its lender
and McDonald concerning this issue. In addition, the Company and McDonald are
pursuing other potential sources of capital, which may or may not be available.
Ultimately, the Company and McDonald are focusing on creating a capital
structure for the Company which more closely matches its present operating cash
flows. This would entail reducing indebtedness and increasing the equity
component of capital. If the Company is not able to reach a satisfactory
agreement with its 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. There is no assurance that any
of these actions will ultimately provide adequate cash flow to service the
Company's existing level of indebtedness without impairing its ongoing
viability.


                                       9
<PAGE>   11

Beginning September 30, 2000, the Company has been in violation of certain of
its bank loan covenants. As a result, $64.6 million of long-term senior debt is
classified as a current liability, as the current bank forbearance does not
extend for a full year. An additional $12.3 million of long-term subordinated
debt is classified as currently payable since a default on the senior debt would
allow the debt holder to accelerate maturity. On November 20, 2000, the Company
received a forbearance from its lender, under which the lender agreed not to
call the loan in default due to the covenant violations through December 31,
2000. On December 22, 2000, the forbearance was extended through February 15,
2001 and the lender agreed to forego payment of principal and interest during
the forbearance period. In addition, the lender increased the Company's line of
credit from $30.0 million to $32.0 million. On February 28, 2001, the
forbearance and suspension of interest and principal payments was extended
through April 30, 2001 and the line of credit was increased to $35.5 million
until the end of the forbearance period. At March 20, 2001, the Company had
borrowed $28.1 million and had issued $3.8 million of letters of credit against
the line of credit, leaving $3.6 million of the line of credit available for
use. If a debt restructuring is not consummated by April 30, 2001, the Company
would request a continuation of the bank forbearance. Beginning in June 2000,
the lender has provided additional temporary funding to the Company at various
times and in various amounts to address the Company's liquidity requirements
(cash and letter of credit needs). If the Company projects its credit needs will
exceed its present line of credit, it would request an increase in the line of
credit from its lender, as it has done in the past. There is no assurance,
however, that additional credit would be provided by its present lender or any
other source beyond April 30, 2001, when the present line of credit reverts to
its original $30 million amount under the current forbearance.

The Company's manufacturing cycle from receipt of an order to shipment of
equipment can extend to a year or longer. To the extent possible during the
negotiation of contracts, the Company requests cash payments from its customers
equal to or in excess of the amount of cash expenditures required during the
manufacturing process. However, these types of cash payment terms are not always
attainable. In addition, equipment manufactured by the Company may be required
to achieve certain performance tests before the customer is required to make the
final contractual payment, which can be 10% or more of the contract value. To
the extent that the Company is not able to continue to obtain orders in
sufficient amounts and with favorable cash payment terms, the Company will be
required to use its line of credit to provide working capital.

The Company's sales contracts may require letters of credit to secure advance
payments received during the manufacturing cycle or during the warranty period
for the equipment. The issuance of the letters of credit in these situations
would reduce the borrowing capacity of the Company under its line of credit.

The Company has two properties for sale which are not used in its operations.
One property is scheduled to be auctioned on April 21, 2001, with a minimum bid
of $875,000 required. Any proceeds from the sale of these properties is required
to be paid directly to the lender under the bank credit agreement.

During February 2000, $4.2 million was provided from the termination of two
pension plans to fund future retirement savings 401-k plan matching
contributions. In addition, certain retirement plans hold assets substantially
in excess of plan liabilities. Based on the amount presently available in its
pension trusts, the Company anticipates that no operating funds will be required
to fund the $1.3 million annual cost of its retirement plans for the next four
to five years, other than a $400 thousand payment in 2001.

The Company anticipates making less than $2.0 million of capital expenditures in
2001, although a normal annual level of capital expenditures has been in the
range of $3 to $5 million. The Company will continue to minimize its capital
expenditures until its cash flow improves.

During 1999, the Company suspended paying a dividend on its common shares.
Beginning in August 2000, the Company suspended payment of dividends on its
cumulative convertible preferred shares and was $13 thousand in arrears on its
preferred dividends requirement at December 31, 2000.

                                       10
<PAGE>   12

BACKLOG

The Company's backlog at December 31, 2000 was $36.7 million compared to a
beginning of year backlog of $62.2 million for its ongoing businesses. The
Company recorded $104 million of orders during 2000.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

Interest Rate Risk
------------------

At December 31, 2000 the Company was paying a variable rate of interest on $72.1
million of its senior debt and a 12% fixed rate of interest on its $12.3 million
subordinated debt. The Company has the option of paying interest on the senior
debt at either LIBOR or prime rate, plus a lending margin. At December 31, 2000,
$70.2 million of the senior debt was borrowed under the LIBOR interest rate
option, with the remaining $1.9 million borrowed under prime rate. The average
interest rate on the senior debt at December 31, 2000 was 9.57%.

The Company has an interest rate swap contract for a portion of its senior debt.
The notional amount under the contract declines from $24.4 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 (6.4% for the period January 1, 2001 to March 31,
2001) and the pay rate is 7.16%. The effect of this swap was to increase
interest expense in 2000 by $107, as the 90-day LIBOR rate was below the fixed
pay rate. This transaction will have the near term impact of increasing the
Company's borrowing costs by $41 during the quarter ended March 31, 2001.

Foreign Currency Risk
---------------------

The Company has limited market risk exposure to changes in foreign exchange
rates, as it does not have a substantial portion of its operating assets,
liabilities and cash flows in currencies other than the U.S. dollar. Its foreign
operation, which provides less than 10% of sales, total assets and total
liabilities, is located in the United Kingdom. This operation uses its local
currency as its functional currency and primarily buys and sells using that same
currency.

The Company intends to minimize its exposure to foreign currency risks by
negotiating its contracts in U.S. dollars or in British pounds for contracts
involving its United Kingdom operation. Currently it does not conduct a
significant portion of its business in foreign currencies. Based upon the
Company's overall foreign currency exchange rate exposure at December 31, 2000,
a 10% adverse change in currency rates would not materially affect the Company's
financial position, results of operations or cash flows. In situations where the
Company projects to be long or short for a significant amount of non-U.S. or
British currencies for an extended period of time, it evaluates the advantage of
hedging some or a portion of its exposure. The Company did not have any foreign
currency hedge contracts outstanding at December 31, 2000.

NEW ACCOUNTING STANDARDS

All issued accounting standards presently applicable to the Company have been
adopted by the Company.

In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standard ("SFAS") No. 133 "Accounting for Derivative
Instruments and Hedging Activities." SFAS No. 133 establishes accounting and
reporting standards for derivative instruments, including forward foreign
exchange contracts, and for hedging activities. It will require entities to
recognize all derivatives as either assets or


                                       11
<PAGE>   13

liabilities in the statement of financial position and measure those instruments
at fair value. The accounting for gains and losses from changes in the fair
value of a particular derivative will depend on the intended use of the
derivative. In June 1999, FASB issues SFAS No. 137 "Accounting for Derivative
Instruments and Hedging Activities-Deferral of the Effective Date of FASB
Statement No. 133" which postponed the Company's required adoption of SFAS No.
133 until 2001. See Note 17 to the consolidated financial statements for
discussion of the expected impact at January 1, 2001.

In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin No. 101, "Revenue Recognition in Financial Statements" ("SAB 101"). SAB
101 provides guidance on the recognition, presentation and disclosure of
revenues in financial statements. Consistent with the requirements to implement
SAB 101 no later than the fourth quarter for fiscal years beginning after
December 15, 1999, the Company adopted the provisions of SAB 101 and the
resulting impact was immaterial to the Company's consolidated financial
position, results of operations and cash flows.

FORWARD-LOOKING STATEMENTS

In addition to historical information, this Annual Report 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.


















                                       12
<PAGE>   14

ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                       Index to Financial Statements                      Page
                       -----------------------------                      ----

        Report of Independent Accountants                                    14

        Consolidated Balance Sheets - December 31, 2000 and 1999          15-16

        Consolidated Statements of Results of Operations and
            Comprehensive Income (Loss) - for the years ended
            December 31, 2000, 1999 and 1998                                 17

        Consolidated Statements of Shareholders' Equity -
            for the years ended December 31, 2000, 1999 and 1998             18

        Consolidated Statements of Cash Flows - for the years ended
            December 31, 2000, 1999 and 1998                              19-20

        Notes to Consolidated Financial Statements                        21-45



















                                       13
<PAGE>   15
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------






To the Board of Directors and Shareholders of
Genesis Worldwide Inc.


In our opinion, the consolidated financial statements listed in the accompanying
index on page 13 present fairly, in all material respects, the financial
position of Genesis Worldwide Inc. and its subsidiaries at December 31, 2000 and
1999, and the results of their operations and their cash flows for each of the
three years in the period ended December 31, 2000, in conformity with accounting
principles generally accepted in the United States of America. In addition, in
our opinion, the financial statement schedule listed in the index appearing
under Item 14 (a)(2) on page 48 presents fairly, in all material respects, the
information set forth therein when read in conjunction with the related
consolidated financial statements. These financial statements and financial
statement schedule are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements and
financial statement schedule based on our audits. We conducted our audits of
these statements in accordance with auditing standards generally accepted in the
United States of America, which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has suffered recurring losses from operations,
has a working capital deficiency and has violated certain covenants under its
credit facility that raise substantial doubt about its ability to continue as a
going concern. Management's plans in regard to these matters are also described
in Note 2. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.




PricewaterhouseCoopers  LLP
Dayton, Ohio
March 14, 2001








                                       14
<PAGE>   16
GENESIS WORLDWIDE INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
as of December 31, 2000 and 1999
(Dollars in thousands)

<TABLE>
<CAPTION>
ASSETS                                                           2000        1999
                                                                 ----        ----


<S>                                                            <C>         <C>
    Current Assets:
    ---------------

       Cash and cash equivalents                               $    935    $    559
       Restricted cash                                              420
       Accounts receivable, net of allowance for doubtful
           accounts of $1,516 and $930 in 2000 and 1999,
           respectively                                          18,359      22,083
       Inventories                                               10,806      10,016
       Cost and estimated earnings in excess of billings on
            uncompleted contracts                                10,424      12,702
       Prepaid expenses                                           2,157       1,807
       Deferred income taxes                                                  6,816
       Net current assets from discontinued operations                        8,077
                                                               --------    --------

           Total current assets                                  43,101      62,060


Long-Term Assets:
-----------------

       Property, plant and equipment, net                        28,272      27,770
       Prepaid pension cost                                       6,895      21,332
       Deferred income taxes                                                  2,297
       Intangible assets                                         59,211      68,473
       Restricted investment                                      3,906
       Other assets                                               2,803       5,018
                                                               --------    --------

           Total assets                                        $144,188    $186,950
                                                               ========    ========
</TABLE>





                   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART
                    OF THE CONSOLIDATED FINANCIAL STATEMENTS



                                       15
<PAGE>   17


GENESIS WORLDWIDE INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
as of December 31, 2000 and 1999
(Dollars in thousands, except per share amounts)


<TABLE>
<CAPTION>
LIABILITIES                                                                    2000           1999
                                                                               ----           ----
    Current Liabilities:
    --------------------

<S>                                                                           <C>           <C>
           Accounts payable                                                   $  21,339     $  20,557
           Accrued liabilities                                                   12,865        15,226
           Billings in excess of costs and estimated earnings
               on uncompleted contracts                                           7,669         6,962
           Current portion of long-term debt                                      7,450         5,540
           Long-term senior debt, currently payable                              64,601
           Long-term subordinated debt, currently payable                        12,275
                                                                              ---------     ---------
               Total current liabilities                                        126,199        48,285

    Long-Term Liabilities:
    ----------------------

           Pension and postretirement benefits                                    4,389         4,437
           Other liabilities                                                        972         1,122
           Long-term debt, less current portion                                                94,034
                                                                              ---------     ---------
               Total liabilities                                                131,560       147,878
                                                                              ---------     ---------

           Commitments and contingencies

SHAREHOLDERS' EQUITY

           Preferred stock, no par value, $1.80 cumulative convertible, $1
               stated value; 500,000 shares authorized;
               14,642 shares issued and outstanding at December 31, 2000
               and 1999, respectively (liquidation preference of $586)               14            14


           Common stock, 12,000,000, shares authorized;
              3,785,696 and 4,283,927 shares issued and outstanding
              at December 31, 2000 and 1999, respectively
              and additional paid in capital                                      9,798         9,500

           Unearned compensation, restricted stock                                   (4)          (22)
           Retained earnings                                                      3,227        29,685
           Accumulated other comprehensive income (loss)                           (407)         (105)
                                                                              ---------     ---------
               Total shareholders' equity                                        12,628        39,072
                                                                              ---------     ---------
               Total liabilities and shareholders' equity                     $ 144,188     $ 186,950
                                                                              =========     =========
</TABLE>







                   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART
                    OF THE CONSOLIDATED FINANCIAL STATEMENTS


                                       16
<PAGE>   18


GENESIS WORLDWIDE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
for the years ended December 31, 2000, 1999 and 1998
(Dollars in thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                                               2000            1999            1998
                                                                               ----            ----            ----
<S>                                                                         <C>             <C>             <C>
Net sales                                                                   $   129,818     $   111,830     $    46,299
                                                                            -----------     -----------     -----------

Cost of sales                                                                   110,176          87,046          35,389
Selling, general and administrative expenses                                     24,605          17,083           7,271
Amortization of intangibles                                                       3,278           1,858
Impairment and other disposal costs                                                                 600
                                                                            -----------     -----------     -----------


           Total costs and operating expenses                                   138,059         106,587          42,660
                                                                            -----------     -----------     -----------

Operating income (loss)                                                          (8,241)          5,243           3,639

Other income (expense):
           Interest expense                                                      (9,016)         (5,450)           (368)
           Interest income                                                          187             281             161
           Other income (expense), net                                              799             301              54
                                                                            -----------     -----------     -----------

Income (loss) before income taxes                                               (16,271)            375           3,486
Income tax (provision)  benefit                                                  (9,503)           (803)         (1,206)
                                                                            -----------     -----------     -----------

Income (loss) from continuing operations                                        (25,774)           (428)          2,280

Discontinued operations:
           Loss from operations of discontinued segments,
              net of income tax benefit of $378, $1,203
              and $106 in 2000, 1999 and 1998, respectively                        (672)         (2,139)           (197)
           Loss on disposal of discontinued segments,
              net of income tax benefit of $2,465                                                (4,383)
                                                                            -----------     -----------     -----------

Net income (loss)                                                               (26,446)         (6,950)          2,083

Other comprehensive income (loss) -
            foreign currency translation adjustments                               (302)             75             (32)
                                                                            -----------     -----------     -----------

Comprehensive income (loss)                                                 $   (26,748)    $    (6,875)    $     2,051
                                                                            ===========     ===========     ===========
Earnings (loss) per common share, basic and diluted:
    From continuing operations                                              $     (6.26)    $      (.11)    $       .60
    Discontinued operations
        Loss from operations                                                       (.16)           (.53)           (.05)
        Loss on disposal                                                                          (1.09)
                                                                            -----------     -----------     -----------

Net earnings (loss)                                                         $     (6.42)    $     (1.73)    $       .55
                                                                            ===========     ===========     ===========

Average shares outstanding - basic and diluted                                4,116,525       4,032,197       3,768,480
</TABLE>





                   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART
                    OF THE CONSOLIDATED FINANCIAL STATEMENTS


                                       17
<PAGE>   19


GENESIS WORLDWIDE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
for the years ended December 31, 2000, 1999 and 1998
(Dollars in thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                                                                             Accumulated
                                         Preferred Stock        Common Stock                                    Other
                                         ----------------     ----------------     Unearned     Retained    Comprehensive
                                         Shares    Amount     Shares    Amount   Compensation   Earnings     Income/Loss     Total
                                         ------    ------     ------    ------   ------------   --------     -----------     -----
<S>                                      <C>        <C>     <C>         <C>          <C>        <C>             <C>         <C>
BALANCE, DECEMBER 31, 1997               14,642     $ 14    3,761,967   $5,741       $(75)      $ 35,737        $(148)      $41,269

Net income                                                                                         2,083                      2,083
Cash dividends:
   $ .20 per share - Common                                                                         (754)                      (754)
   $1.80 per share - Preferred                                                                       (26)                       (26)
Restricted stock awards:
    Shares granted                                              7,460       74        (74)
    Amortization                                                                      114                                       114
Other comprehensive income (loss)                                                                                 (32)          (32)
                                         ------     ----    ---------   ------       ----       --------        -----       -------

BALANCE, DECEMBER 31, 1998               14,642       14    3,769,427    5,815        (35)        37,040         (180)       42,654

Net  loss                                                                                         (6,950)                    (6,950)
Cash dividends:
   $.10 per share - Common                                                                          (378)                      (378)
   $1.80 per share - Preferred                                                                       (27)                       (27)
Issuance of common stock                                      500,000    3,294                                                3,294
Issuance of warrants                                                       291                                                  291
Restricted stock awards:
   Shares granted                                              15,648      107        (42)                                       65
   Shares cancelled                                            (1,148)      (7)                                                  (7)
   Amortization                                                                        55                                        55
Other comprehensive income (loss)                                                                                  75            75
                                         ------     ----    ---------   ------       ----       --------        -----       -------

BALANCE, DECEMBER 31, 1999               14,642       14    4,283,927    9,500        (22)        29,685         (105)       39,072

Net loss                                                                                         (26,446)                   (26,446)
Cash dividends:
   $1.80 per share - Preferred                                                                       (12)                       (12)
Issuance of common stock                                        5,334       16                                                   16
Issuance of warrants                                                       643                                                  643
Return of common stock                                       (500,000)    (345)                                                (345)
Restricted stock awards:
    Shares granted                                                                     12                                        12
    Shares cancelled                                           (3,565)     (16)                                                 (16)
    Amortization                                                                        6                                         6
Other comprehensive income (loss)                                                                                (302)         (302)
                                         ------     ----    ---------   ------       ----       --------        -----       -------

BALANCE, DECEMBER 31, 2000               14,642     $ 14    3,785,696   $9,798       $ (4)      $  3,227        $(407)      $12,628
                                         ======     ====    =========   ======       ====       ========        =====       =======
</TABLE>


                   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART
                    OF THE CONSOLIDATED FINANCIAL STATEMENTS


                                       18
<PAGE>   20


GENESIS WORLDWIDE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW
for the years ended  December 31, 2000, 1999 and 1998
(Dollars in thousands)

<TABLE>
<CAPTION>
                                                                2000          1999         1998
                                                                ----          ----         ----
<S>                                                           <C>          <C>          <C>
Cash flows from operating activities:
     Net income (loss)                                        $(26,446)    $ (6,950)    $  2,083
     Adjustments to reconcile net income (loss) to
     net cash used in operating activities:
           Loss from discontinued operations                     1,050       10,190          303
           Depreciation                                          3,501        2,222          610
           Amortization                                          3,682        2,097          121
           Equity in loss of affiliates                            811          115
           Prepaid pension cost (income)                           443       (1,739)      (3,289)
           Deferred tax provision (benefit)                      9,138       (2,865)       1,100
           (Gain)/loss  on sale of fixed assets                    312          (14)         (10)
           Gain from pension plan reversion                     (3,132)
           Gain from sale of joint ventures                       (837)
           Impairment of assets                                                 600
     Changes in operating assets and liabilities excluding
      discontinued operations and effect of acquisitions
      in 1999 and 1998
           Accounts receivable                                   3,724       (1,652)      10,130
           Inventories                                            (790)       1,959         (319)
           Costs and estimated earnings in excess of
                billings on uncompleted contracts                2,278       (2,133)      (7,796)
           Billings in excess of costs and estimated
                earnings on uncompleted contracts                  708       (6,408)         484
           Other assets                                            668       (1,209)       1,051
           Accounts payable                                        782        4,467       (2,463)
           Accrued liabilities                                    (952)          44       (6,107)
                                                              --------     --------     --------
      Net cash  used in operating activities                    (5,060)      (1,276)      (4,102)

Cash flows from investing activities:
      Capital expenditures                                      (4,380)      (2,843)      (2,430)
      Acquisition of businesses, net of cash acquired                       (71,002)     (13,181)
      Proceeds from pension plan reversion                      14,086
      Proceeds from sale of division                             7,700
      Proceeds from sale of joint ventures                         915
      Change in other assets                                      (324)         546
      Proceeds from sales of fixed assets                           53          244           10
                                                              --------     --------     --------

     Net cash provided by (used in) investing activities        18,050      (73,055)     (15,601)
</TABLE>



                   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART
                    OF THE CONSOLIDATED FINANCIAL STATEMENTS




                                       19
<PAGE>   21

GENESIS WORLDWIDE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW (CONTINUED)
for the years ended December 31, 2000, 1999 and 1998
(Dollars in thousands)


<TABLE>
<CAPTION>
                                                                2000         1999           1998
                                                                ----         ----           ----

<S>                                                              <C>          <C>           <C>
Cash flows from financing activities:
    Dividends paid                                               (12)         (405)         (780)
    Issuance of stock                                             12            84
    Debt acquisition costs                                                  (2,562)
    Proceeds from (repayment of) short-term borrowings          (500)          500
    Increase in restricted cash                                 (420)
    Proceeds from long-term borrowings                        42,840       118,234        14,286
    Repayment of long-term borrowings                        (54,408)      (35,997)
                                                           ---------     ---------     ---------
    Net cash provided by (used in) financing activities      (11,988)       78,854        14,006

Effect of exchange rates on cash                                 (91)         (120)          (86)

Net cash provided by (used in) continuing operations             911         4,403        (5,783)

Net cash provided by (used in) discontinued operations          (535)       (5,552)        3,356

Cash, beginning of year                                          559         1,708           4,1

Cash, end of year                                          $     935     $     559     $   1,708
                                                           =========     =========     =========
Supplemental cash flow information:

           Cash paid (received) during the year for:
                Interest                                   $   6,581     $   5,534     $     362
                Income taxes                               $    (722)    $    (161)
                Excise taxes                               $   2,817

           Non-cash transactions:
                Warrants issued to lender                  $     643
                Goodwill and liability reduction           $   5,616
                Common shares issued in acquisition                      $   3,294
                Warrants issued in acquisition                           $     291
                Note receivable on sale of property                      $     348

           Acquisition of businesses:
                Fair value of assets acquired                            $ 105,756     $  17,128
                Cash paid                                                $  78,075     $  13,497
                Issuance of common stock                                 $   3,295
                Liabilities assumed                                      $  24,386     $   3,631
</TABLE>





                   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART
                    OF THE CONSOLIDATED FINANCIAL STATEMENTS





                                       20
<PAGE>   22






GENESIS WORLDWIDE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)

1.         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

           DESCRIPTION OF BUSINESS - Genesis Worldwide Inc. and Subsidiaries
           (the "Company") engineers and manufactures high quality metal coil
           processing, roll coating and electrostatic oiling equipment in the
           United States and the United Kingdom. The Company also provides mill
           roll reconditioning, texturing and grinding services in addition to
           its rebuild, repair and spare parts business. The majority of the
           Company's sales of equipment and services are to the steel industry.
           The Company has operating locations in the United States and the
           United Kingdom and provides equipment and services to customers both
           in the United States and internationally. The consolidated financial
           statements include the accounts of the Company. All intercompany
           accounts and transactions have been eliminated.

           The following is a summary of the significant accounting policies:

           USE OF ESTIMATES - The preparation of financial statements in
           conformity with accounting principles generally accepted in the
           United States of America requires management to make estimates and
           assumptions that affect the reported amounts of assets and
           liabilities and disclosure of contingent assets and liabilities at
           the dates of the financial statements and the reported amounts of
           revenues and expenses during the reporting periods. Actual results
           could differ from those estimates.

           CASH AND CASH EQUIVALENTS - Cash equivalents include those
           obligations which are readily convertible to cash and have a stated
           maturity of three months or less when purchased.

           RESTRICTED CASH - Restricted cash represents cash held by a financial
           institution as collateral on a letter of credit.

           INVENTORIES - Inventories are stated at the lower of cost or market,
           with cost being determined on a first-in, first-out basis.

           PROPERTY, PLANT AND EQUIPMENT - Property, plant and equipment are
           recorded at cost and depreciated principally under the straight-line
           method, over their estimated useful lives. Repairs which do not
           extend the useful life of the asset are expensed as incurred. Major
           renewals or renovations are capitalized. When assets are retired or
           otherwise disposed of, the cost of the asset and the related
           accumulated depreciation are removed from the respective accounts and
           any resulting gain or loss is recognized.

                The Company recognizes depreciation using the following
           depreciable lives:

                      Buildings                      20-35 years
                      Machinery and equipment         5-15
                      Furniture and fixtures          5-10
                      Automobiles                      3-5
                      Computer equipment               3-5
                      Computer software                  5

           LONG-LIVED ASSETS - The Company performs reviews for the impairment
           of long-lived assets whenever events or changes in circumstances
           indicate that the carrying amount of an asset may not be recoverable.



                                       21
<PAGE>   23

GENESIS WORLDWIDE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)

           An impairment loss would be recognized when estimated future cash
           flows expected to result from the use of the asset and its eventual
           disposition are less than its carrying amount.

           INTANGIBLE ASSETS - Intangible assets consist of goodwill and other
           intangibles. Goodwill represents the excess of purchase price over
           the fair value of net assets acquired and is being amortized on a
           straight-line basis over twenty-five years. Goodwill relates to the
           Company's purchase of Precision Industrial Corporation on June 30,
           1999 and the purchase of GFG Corporation on December 31, 1998 (see
           Note 3). Other intangibles, predominantly unpatented technology and
           service agreements, are stated at appraised fair market value and
           amortized on a straight line basis over periods of 8-20 years. The
           carrying value of goodwill and intangibles will be reviewed
           periodically if the facts and circumstances suggest that it may be
           impaired. If the review indicates that goodwill and other intangibles
           will not be recoverable, as determined by the undiscounted cash flow
           method, the assets will be reduced to their estimated recoverable
           value.

           POSTRETIREMENT BENEFITS - The Company accrues the cost of providing
           postretirement benefits for medical and life insurance coverage over
           the active service period of the employee. These benefits are funded
           by the Company when paid.

           INCOME TAXES - The provision for income taxes is computed based on
           the pre-tax income (loss) included in the Consolidated Statement of
           Operations. The asset and liability approach is used to recognize
           deferred tax assets and liabilities for the expected future tax
           consequences of temporary differences between the carrying amounts
           and the tax basis of assets and liabilities.

           FAIR VALUE OF FINANCIAL INSTRUMENTS - The financial instruments of
           the Company consist mainly of cash, long-term investments, current
           and non-current accounts receivables, short-term and long-term debt,
           accounts payable, accrued liabilities and long-term liabilities. In
           view of their nature, the fair value of the financial instruments
           included in working capital of the Company is usually identical or
           close to their carrying amount. The fair value of non-current
           receivables and long-term liabilities also approximates their
           carrying value, because they bear interest at rates close to the
           prevailing market rates.

           REVENUE RECOGNITION - Revenues are generally recorded at the time
           products are shipped, except for significant long-term contracts
           which are recorded on the percentage-of-completion method. Revenue
           and gross profit are recognized based on the cost-to-cost method. The
           cost-to-cost method measures actual costs to date compared to
           estimated costs at completion. In addition, revenue and gross profit
           for major subcontract work is recognized on a straight-line basis
           over the period of the contract. Revenue and gross profit are
           adjusted prospectively for revisions in estimated total contract
           costs. Estimated losses on contracts are recorded when identified.

           RESEARCH AND DEVELOPMENT COSTS - Research and development costs,
           which are expensed as incurred, were approximately $126, $265, and
           $1,265, in 2000, 1999 and 1998, respectively.

           FOREIGN CURRENCY - The Company's foreign subsidiaries use the local
           currency as their functional currency. Accordingly, assets and
           liabilities are translated into U.S. dollars at year-end exchange
           rates, and revenues and expenses are translated at average exchange
           rates prevailing during the year. Currency translation adjustments
           resulting from fluctuations in exchange rates are recorded in other


                                       22
<PAGE>   24

GENESIS WORLDWIDE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands, except per share data)


           comprehensive income.

           STOCK BASED COMPENSATION - The Company measures compensation cost for
           its stock option plans using the intrinsic value method.

           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.

           SEGMENT DATA - The Company operates in one industry segment which
           includes the design and manufacture of equipment used in the coil
           processing industry in the United States and Europe.

           RECENT PRONOUNCEMENTS - In June 1998, the Financial Accounting
           Standards Board ("FASB") issued Statement of Financial Accounting
           Standard ("SFAS") No. 133 "Accounting for Derivative Instruments and
           Hedging Activities." SFAS No. 133 establishes accounting and
           reporting standards for derivative instruments, including forward
           foreign exchange contracts, and for hedging activities. It will
           require entities to recognize all derivatives as either assets or
           liabilities in the statement of financial position and measure those
           instruments at fair value. The accounting for gains and losses from
           changes in the fair value of a particular derivative will depend on
           the intended use of the derivative. In June 1999, FASB issued SFAS
           No. 137 "Accounting for Derivative Instruments and Hedging
           Activities-Deferral of the Effective date of FASB Statement No. 133"
           which postponed the Company's required adoption of SFAS No. 133 until
           2001. See Note 17 for discussion of the expected impact, at January
           1, 2001.

           In December 1999, the Securities and Exchange Commission issued Staff
           Accounting Bulletin No. 101, "Revenue Recognition in Financial
           Statements" ("SAB 101"). SAB 101 provides guidance on the
           recognition, presentation and disclosure of revenues in financial
           statements. Consistent with the requirements to implement SAB 101 no
           later than the fourth quarter for fiscal years beginning after
           December 15, 1999, the Company adopted the provisions of SAB 101 and
           the resulting impact was immaterial to the Company's consolidated
           financial position, results of operations and cash flows.

           RECLASSIFICATIONS - Certain prior year amounts have been reclassified
           to conform to the 2000 presentation. One reclassification is related
           to increasing net sales and cost of sales, for the years ended
           December 31, 1999 and 1998 by $436 and $261, respectively, for the
           net impact of freight billed to customers which was previously
           reported as a reduction of cost of sales and freight expenses
           incurred by the Company which were previously reported as a reduction
           of net sales.




                                       23
<PAGE>   25
GENESIS WORLDWIDE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)

2.         BASIS OF PRESENTATION

           The Company incurred a loss from continuing operations before income
           taxes of $16.3 million in 2000, which includes interest expense of
           $9.0 million. Operating losses occurred in 2000 primarily as a result
           of the low volume and uneven flow of orders the Company has received
           since mid-1999, from higher than anticipated manufacturing costs
           incurred on certain contracts and interest expense on borrowings used
           to finance the Company's acquisitions. The decline in orders is
           primarily due to weak demand for the Company's products from the
           steel and steel processing industries. The operating loss resulted in
           the Company not being in compliance with various financial covenants
           under its credit facility, although the lender, ING (U.S.) Capital
           LLC ("ING"), has agreed not to demand payment of the loan through
           April 30, 2001 (see Note 11). At December 31, 2000, the Company had a
           net working capital deficiency of $83,098, which includes the
           classification of $64,601 of long-term debt as currently payable due
           to loan covenant violations and $7.4 million of current maturities of
           this debt, payment of which is suspended by the lender. An additional
           $12.3 million of long-term subordinated debt is classified as
           currently payable since a default on the senior debt would allow the
           debt holder to accelerate maturity. Management's plans and actions to
           address these issues are described below.

           The Company has instituted a number of initiatives to reduce its
           operating costs. The Company has reduced its employment from 682 at
           January 1, 2001 to 620 by mid-March 2001, with additional reductions
           planned if the level of incoming orders does not improve. The Company
           is continuing to review its cost structure to identify additional
           cost saving initiatives, including requesting price concessions from
           vendors. Along with 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 minimized its capital expenditures to further conserve
           its cash.

           Because of lower order volume continuing throughout 2000, the Company
           does not expect to be able to generate sufficient cash from
           operations to service its indebtedness (payment of interest and
           scheduled principal amounts). Under forbearance agreements the
           Company has received from its lender beginning on November 20, 2000,
           which currently extends through April 30, 2001, principal and
           interest payments to its primary lender have been suspended. The
           Company has had ongoing discussions with its 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 ("McDonald"), 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 lender consisting of
           exchanging a portion of indebtedness (which totals $72.1 million at
           December 31, 2000) for equity in the Company. The Company has had
           ongoing discussions with its lender and McDonald concerning this
           issue. In addition, the Company and McDonald are pursuing other
           potential sources of capital, which may or may not be available.
           Ultimately, the Company and McDonald are focusing on creating a
           capital structure for the Company which more closely matches its
           present operating cash flows. This would entail reducing indebtedness
           and increasing the equity component of capital. If the Company is not
           able to reach a satisfactory agreement with its 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. There is no assurance that any of
           these actions would ultimately provide adequate cash flow to service
           the Company's existing level of indebtedness without impairing its
           ongoing viability.


                                       24
<PAGE>   26

GENESIS WORLDWIDE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)

           The accompanying consolidated financial statements have been prepared
           in conformity with accounting principles generally accepted in the
           United States of America applicable to a going concern, which
           contemplates the realization of assets and the satisfaction of
           liabilities in the normal course of business. The Company's ability
           to continue as a going concern is contingent upon, among other
           things, its ability to return the Company to profitability and to
           negotiate a favorable restructuring of its credit facility with ING.

3.         ACQUISITION OF BUSINESSES

           On June 30, 1999, the Company acquired Precision Industrial
           Corporation and subsidiaries, including Herr-Voss Industries, Inc.
           ("Precision"). Precision designs, manufactures, installs and services
           metal coil processing equipment and also manufactures and services
           rolls for metal leveling. The acquisition was accounted for under the
           purchase method of accounting and, accordingly, the results of
           operations of Precision have been included in the consolidated
           financial statements since the date of acquisition. The purchase
           price paid by the Company for all of the outstanding capital stock of
           Precision consisted of $36,895 cash paid to seller, $25,340 of cash
           used to pay seller bank debt and accrued interest, a $15,000 seller
           subordinated note, a $840 junior subordinated note and 500,000 shares
           of the Company's common stock (valued at $6.59 a share). The adjusted
           purchase price was $81,370, plus fees and expenses paid in connection
           with the purchase of approximately $1,010.

           Goodwill of $38,477 was originally recorded as part of this
           transaction and is being amortized over 25 years using the
           straight-line method. During 2000, the Company resolved certain
           issues relating to the Precision purchase price, which resulted in a
           decrease in goodwill of $5,616 to $32,861. A preacquisition
           contingency related to a pension liability recorded by a foreign
           subsidiary of Precision was resolved, which accounted for $1,235 of
           the decrease to goodwill. In addition, Precision returned the 500,000
           shares of Genesis common stock (valued at $.69 a share) issued in
           connection with the purchase and the principal amount of the 12%,
           $15,000 Subordinated Note issued to Precision was reduced by $3,500.
           The interest rate on the note was reduced and the warrants to
           purchase Genesis common shares that could have been earned by holders
           of the Note beginning June 30, 2000 were eliminated. These
           transactions and other adjustments accounted for $4,381 of the
           decrease to goodwill.

           On December 31, 1998, the Company acquired GFG Corporation ("GFG").
           GFG designs and assembles roll coating, electrostatic oil application
           and strip processing equipment used by the metal coil processing
           industry. The acquisition of GFG has been accounted for under the
           purchase method of accounting and accordingly, the results of
           operations of GFG have been included in the consolidated financial
           statements since the date of acquisition. The purchase price paid by
           the Company for all of the outstanding common stock of GFG totaled
           $12,972 in cash, after other post-closing adjustments. Goodwill of
           $9,773 was recorded in this transaction and is being amortized over
           25 years on a straight-line basis.


                                       25
<PAGE>   27

GENESIS WORLDWIDE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)


           The following table reflects unaudited pro forma combined results of
           operations of the Company as if the acquisitions of Precision and GFG
           had occurred at the beginning of each respective period:

<TABLE>
<CAPTION>
                                                                           1999          1998
                                                                           ----          ----

<S>                                                                     <C>           <C>
               Net sales                                                $ 155,919     $146,154

               Income (loss) from continuing operations                      (739)       2,477

               Net income (loss)                                           (7,261)       2,280

               Earnings (loss) per common share - basic and diluted:
                         From continuing operations                          (.17)         .58
                         Net income (loss)                                  (1.70)         .53
</TABLE>

           These unaudited pro forma results 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 expense related to the
           amortization of goodwill and other intangible assets and increased
           interest expense on acquisition debt. They do not purport to be
           indicative of the results of operations which actually would have
           resulted had the combination occurred at the beginning of each period
           presented or of future results of operations of the combined
           entities.

4.         DISPOSAL OF SEGMENTS

           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. 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 in 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, $16,505 and $30,433 for the years ended
           December 31, 2000, 1999 and 1998 respectively, and the related cost
           of sales, and general and administrative costs have been reclassified
           from continuing operations and are included in the loss from
           discontinued operations. During 2000, the Company has increased the
           provision for operating losses by $150 for 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
           provided for the servicing and installation of two remaining
           contracts which were completed in 2000. Net liabilities of $137 at
           December 31, 2000 are included in accrued liabilities in the
           financial statements and consists of accounts payable and accounts
           receivable which will be settled or received in cash in 2001.


                                       26
<PAGE>   28
GENESIS WORLDWIDE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)

           Net sales from the discontinued segment of $30, $2,873 and $2,595 for
           the years ended December 31, 2000, 1999 and 1998, respectively, and
           the respective cost of sales, and general and administrative costs
           have been reclassified from continuing operations and are included in
           the loss from discontinued operations. During 2000, the Company has
           increased the provision for operating losses by $900 relating to
           additional estimated contract costs.

           The following table summarizes the net loss from operations and loss
           on disposal of the discontinued segments for the years ended December
           31,

<TABLE>
<CAPTION>
                                                                     2000       1999         1998
                                                                     ----       ----         ----
<S>                                                                <C>         <C>         <C>
              Net loss from operations:

                  Machine Tool segment                             $  (150)    $(2,417)    $   549
                  Paper Coating and Laminating segment                (900)       (925)       (852)
                                                                   -------     -------     -------
                                                                    (1,050)     (3,342)       (303)
                  Tax benefit                                          378       1,203         106
                                                                   -------     -------     -------
                  Loss from operations                             $  (672)    $(2,139)    $  (197)
                                                                   ========    ========    ========
              Loss on disposal:

                  Machine Tool segment                                         $(6,200)
                  Paper Coating and Laminating segment                            (648)
                                                                               -------
                                                                                (6,848)
                  Tax benefit                                                    2,465
                                                                               -------
                  Loss on disposal                                             $(4,383)
                                                                               =======
</TABLE>

           The net current assets (liabilities) of discontinued operations are
           summarized as follows at December 31,

<TABLE>
<CAPTION>
                                                                     2000        1999
                                                                     ----        ----
<S>                                                                <C>          <C>
           Net current assets (liabilities):
               Machine Tool segment                                $            $ 7,934
               Paper Coating and Laminating segment                   (137)         143
                                                                   ---------    -------
                                                                   $  (137)     $ 8,077
                                                                   ========     =======
</TABLE>







                                       27
<PAGE>   29
GENESIS WORLDWIDE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)

5.         INVENTORIES

            At December 31, 2000 and 1999, inventories are as follows:

                                                         2000        1999
                                                         ----        ----

               Finished goods                          $   766    $   114
               Work-in-process                           4,784      3,129
               Raw materials                             5,256      6,773
                                                       -------    -------

                     Total first-in, first-out cost    $10,806    $10,016
                                                       =======    =======


6.         CONTRACTS IN PROCESS

           As part of the percentage of completion revenue recognition process,
           the Company recognizes the difference between amounts billed to
           customers and the costs and estimated earnings recognized on the
           uncompleted contract. These differences are shown as an asset and
           liability on the Company's balance sheet.

           Amounts included in the consolidated financial statements related to
           uncompleted contracts are as follows:

<TABLE>
<CAPTION>
                                         Costs and         Billings in
                                         Estimated         Excess of
                                         Earnings in       Costs and
                                            Excess         Estimated
                                         of Billings       Earnings             Total
                                         -----------       --------             -----
<S>                                        <C>              <C>                <C>
           December 31, 2000:
               Costs                       $ 86,582         $ 20,497           $ 107,079
               Estimated earnings            16,509            5,693              22,202
                                           --------         --------          ----------
                                            103,091           26,190             129,281
               Less amounts billed          (92,667)         (33,859)           (126,526)
                                           --------         --------          ----------
                                           $ 10,424         $ (7,669)         $    2,755
                                           ========         ========          ==========

           December 31, 1999:
               Costs                       $ 84,496         $  8,263          $   92,759
               Estimated earnings            19,508            3,171              22,679
                                           --------         --------          ----------
                                            104,004           11,434             115,438
               Less amounts billed          (91,302)         (18,396)           (109,698)
                                           --------         --------          ----------
                                           $ 12,702         $ (6,962)         $    5,740
                                           ========         ========          ==========
</TABLE>



                                       28
<PAGE>   30



GENESIS WORLDWIDE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)

7.         PROPERTY, PLANT AND EQUIPMENT

           Property, plant and equipment includes the following:
                                                      2000           1999
                                                      ----           ----


              Land                                   $    751       $    751
              Buildings                                 9,072          9,004
              Machinery and equipment                  31,640         28,044
                                                     --------       --------
                                                       41,463         37,799
              Less accumulated depreciation           (13,191)       (10,029)
                                                     --------       --------

                                                     $ 28,272       $ 27,770
                                                     ========       ========
           Included in machinery and equipment are software costs of $941 and
           $1,098, net of amortization of $563 and $219, as of December 31, 2000
           and 1999, respectively.

8.         INTANGIBLE ASSETS

           Intangible assets (with amortization periods) consist of the
           following:

                                                      2000          1999
                                                      -----         ----

              Goodwill (25 years)                   $ 42,634       $ 48,250
              Unpatented technology (20 years)        12,500         12,500
              Service agreements (8 years)             5,000          5,000
              Assembled workforce (10 years)           2,200          2,200
              Debt issuance costs (7 years)            2,562          2,562
                                                    --------       --------
                                                      64,896         70,512
              Less accumulated amortization           (5,685)        (2,039)
                                                    --------       --------
                                                    $ 59,211       $ 68,473
                                                    ========       ========

9.         RESTRICTED INVESTMENT

           The Company has an investment account that is required to be used to
           fund its retirement savings 401-k plan matching contribution in the
           next seven years. The Company may be subject to various taxes and
           penalties, if these provisions are not complied with. This account
           was funded using proceeds from the pension plan reversion that
           occurred in 2000, as described in Note 15. The investment account
           consists of an intermediate bond mutual fund and has been classified
           as a trading security, with unrealized gains and losses included in
           current year income. During the year ended December 31, 2000 interest
           income and unrealized gains were $227 and $140, respectively.




                                       29
<PAGE>   31
GENESIS WORLDWIDE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)

10.        OTHER ASSETS

           Other assets consist of the following:
                                                            2000        1999
                                                          ------      ------
               Property held for sale                     $2,127      $2,127
               Investment in joint ventures                            1,623
               Other                                         676       1,268
                                                          ------      ------
                                                          $2,803      $5,018
                                                          ======      ======

           The property held for sale is recorded net of an impairment reserve
           of $2,100 at December 31, 2000 and 1999 to reduce the amount recorded
           to its net realizable value. Of this amount, $600 is included in the
           impairment and other disposal costs in the consolidated statements of
           operations for the year ended December 31, 1999.

           During 2000, the Company sold its 50% interest in Nippon Herr
           Company, Ltd. for $615 in cash and recorded a net gain of $460 on
           this transaction, which includes the elimination of $840 of
           subordinated debt and a realized gain of $43 for cumulative
           translation adjustments. The Company also sold its 50% interest in
           Daido Herr Engineering Co., Ltd. for $300 in cash and recorded a net
           gain of $377 on this transaction, which included a realized gain of
           $118 for cumulative translation adjustments. These investments in
           joint ventures were accounted for under the equity method of
           accounting. The Company's share of losses from these joint ventures
           of $811 and $115, in 2000 and 1999, respectively, and are included in
           other income (expense).

11.        DEBT

           The Company has $72,570 and $84,000 outstanding at December 31, 2000
           and 1999, respectively, under a credit facility with ING (U.S.)
           Capital LLC ("ING") consisting of a term loan facility in an
           aggregate principal amount of $46,550 at December 31, 2000 and a
           revolving credit facility (the "Revolver"), 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 $26,800 (the "Term A
           Loan") and $19,750 (the "Term B Loan"). The Term A Loan and the
           Revolver 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 through June
           30, 2001 to $2,500 per quarter during the last four quarters of the
           payment term. The lender increased the amount of the Revolver to
           $32,000 in December 2000, and in February 2001 to $35.5 million until
           April 30, 2001 at which time the Revolver is reduced to $30 million.

           Principal payments of the Term B Loan are in quarterly instalments of
           $50 through June 30, 2005 with $9,300 due on September 30, 2006 and
           December 31, 2006. Outstanding borrowings under the Revolver and term
           loans accrue interest based on prime rate or LIBOR plus an additional
           percentage depending on the Company's leverage ratio. The weighted
           average interest rate of these loans was 9.57% and 8.94% at December
           31, 2000 and 1999, respectively. On December 31, 2000 the Company had
           $1,688 available under the Revolver.


                                       30
<PAGE>   32
GENESIS WORLDWIDE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)

           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 as collateral
           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 December 31, 2000. Although the lender has
           agreed to forebear from accelerating payment of the loan balance
           through April 30, 2001, $64,601 of long-term debt has been classified
           as a current liability at December 31, 2000 since the lender has not
           waived the right to demand payment for the next 12 months. The
           Company has proposed a debt restructuring plan to its lender
           consisting of exchanging a portion of its outstanding indebtedness
           for equity in the Company and continues to discuss this and other
           strategic alternatives with its financial advisor and its lender. If
           the Company is not able to reach a satisfactory agreement with its
           lender, it may have to consider other steps to sustain its
           operations.

           In connection with a June 2000 amendment to the credit facility, the
           Company granted to ING, a warrant to purchase shares of the Company's
           common stock. Under the warrant agreement, the Company did not comply
           with certain conditions by October 31, 2000 and therefore ING earned
           a warrant to acquire 800,000 shares of the Company's common stock at
           an exercise price of $.01 per share, which became exercisable on
           February 1, 2001. At June 30, 2000 the fair value of the warrants was
           estimated at $643, using the Black-Scholes Model and was recorded as
           a discount to the term loan at that date and will be amortized over
           the remaining term of the loans.

           At December 31, 2000 the Company has outstanding subordinated notes
           consisting of $12,275 ($15,000 at December 31, 1999) 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 to a maximum rate of 17%. Interest on
           the Notes due on June 30, September 30, and December 31, 2000 was not
           paid but was capitalized into the amount outstanding on the Notes.
           Interest payments due on March 31, 2001 will also be deferred and
           capitalized as part of the Notes. The note contains cross default
           provisions which take effect if ING accelerates the maturity of its
           term loan facility. Since the lender has not waived the right to
           demand payment of the senior debt for the next 12 months, the Company
           has classified the subordinated debt as currently payable. 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.

           At December 31, 1999, the Company had outstanding $840 in 8% Junior
           Subordinated Notes due June 30, 2002. These notes were deemed paid in
           full in 2000 in exchange for 50% of the proceeds received from the
           sale of the Company's interest in the Nippon Herr joint venture,
           described in Note 10.



                                       31
<PAGE>   33
GENESIS WORLDWIDE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)

12.       ACCRUED LIABILITIES

          Accrued liabilities include the following:

<TABLE>
<CAPTION>
                                                                 2000          1999
                                                                -------      -------


<S>                                                             <C>          <C>
              Accrued contract start-up and warranty costs      $ 3,386      $ 4,522
              Self-insurance reserves                             1,303        2,320
              Payroll and related                                 2,191        2,593
              Customer deposits                                     756          844
              Interest                                            1,317          971
              Other                                               3,912        3,976
                                                                -------      -------
                                                                $12,865      $15,226
                                                                =======      =======
</TABLE>


13.        INCOME TAXES

           The Company recognizes deferred tax liabilities and assets for the
           expected future tax consequences of events that have been included in
           the financial statements or tax returns. Deferred tax liabilities and
           assets are determined based on the difference between the financial
           statement and tax basis of assets and liabilities using enacted tax
           rates in effect for the year in which the differences are expected to
           reverse.

           Generally accepted accounting principles require a valuation
           allowance against deferred tax assets if, based on the weight of
           available evidence, it is more likely than not that some or all of
           the deferred tax assets will not be realized. During the fourth
           quarter of 2000, the Company recorded a full valuation allowance
           against the remaining net deferred tax assets due to the Company's
           inability to generate earnings during 2000. At December 31, 1999, the
           Company had previously recorded a valuation allowance relating to the
           net operating loss carryforwards of the Company's subsidiaries in
           Germany, which are being liquidated. The Company will continue to
           assess the recoverability of the deferred tax assets and the need for
           a valuation allowance and its ability to generate future earnings.

           The income (loss) before income taxes reflected in the consolidated
           financial statements is classified between continuing and
           discontinued operations as follows:

                                           2000         1999         1998
                                           ----         ----         ----

              Continuing operations      $(16,271)    $    375     $  3,486
              Discontinued operations      (1,050)     (10,190)        (303)
                                         --------     --------     --------
                                         $(17,321)    $ (9,815)    $  3,183
                                         ========     ========     ========






                                       32
<PAGE>   34
GENESIS WORLDWIDE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)

           The income (loss) before income taxes reflected in the consolidated
           financial statements is comprised of the following:

                                           2000       1999        1998
                                           ----       ----        ----

              United States              $(14,954)   $  (139)    $ 2,842
              Europe                       (1,317)       514         644
                                         --------    -------     -------

                                         $(16,271)   $   375     $ 3,486
                                         ========    =======     =======

           The income tax provision (benefit) reflected in the consolidated
           financial statements is classified between continuing and
           discontinued operations as follows:

<TABLE>
<CAPTION>
                                           2000       1999        1998
                                           ----       ----        ----

<S>                                      <C>         <C>         <C>
              Continuing operations      $ 9,503     $   803     $ 1,206
              Discontinued operations       (378)     (3,668)       (106)
                                         -------     -------     -------

                                         $ 9,125     $(2,865)    $ 1,100
                                         =======     =======     =======
</TABLE>

           The income tax provision (benefit) reflected in the consolidated
           financial statements is comprised of the following:

<TABLE>
<CAPTION>
                                                    2000         1999         1998
                                                  --------     --------     --------

<S>                                               <C>          <C>          <C>
              Current:
                 State                            $    160     $     70
                 Foreign                                 -           55     $     16
                                                  --------     --------     --------
                                                       160          125           16
                                                  --------     --------     --------

              Deferred:
                 Federal                              (492)      (1,078)       1,825
                 State                                 (29)         (63)
                                                  --------     --------     --------
                                                      (521)      (1,141)       1,825
                                                  --------     --------     --------


              Net operating loss carryforward:
                Federal                             (2,133)      (1,869)        (937)
                State                                 (125)        (110)
                Foreign                               (303)         130          196
                                                  --------     --------     --------
                                                    (2,561)      (1,849)        (741)
                                                  --------     --------     --------

              Valuation allowance                   12,047
                                                  --------     --------     --------
                                                  $  9,125     $ (2,865)    $  1,100
                                                  ========     ========     ========
</TABLE>


                                       33
<PAGE>   35



GENESIS WORLDWIDE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)

           The differences between the statutory U.S. income tax rate and
           effective income tax rate are as follows:

                                            2000       1999       1998
                                            ----       ----       ----


              U.S. income tax rate           34%        34%        34%
              Impact of non-deductible
                 goodwill amortization       (7)%       (7)%
              Impact of non-deductible
                 federal excise tax          (6)%
              Valuation allowance           (70)%
              Other, net                     (4)%        2%         2%
                                            ---        ---        ---
                                            (53)%       29%        35%
                                            ===        ===        ===

           The components of deferred taxes included in the consolidated balance
           sheets are as follows:

                                                          2000           1999
                                                        --------       --------

              Deferred tax assets:
                  Accounts receivable                   $    767       $    278
                  Inventories                                361            489
                  Other liabilities and reserves           2,569          6,049
                  Postretirement benefits                  1,477          1,597
                  Net operating loss and tax credit
                       carryforwards                      14,202         11,007
                                                        --------       --------


                       Total deferred tax assets          19,376         19,420
                       Less valuation allowance          (13,430)        (1,383)
                                                        --------       --------
                      Deferred tax asset                   5,946         18,037

              Deferred tax liabilities:
                  Property, plant and equipment           (2,868)        (1,947)
                  Pension plans                           (3,078)        (6,977)
                                                        --------       --------

                     Deferred tax liability               (5,946)        (8,924)
                                                        --------       --------

              Net deferred tax asset                           -          9,113

              Net current deferred tax asset                   -          6,816
                                                        --------       --------

              Net non-current deferred tax asset       $       -       $  2,297
                                                        ========       ========




                                       34
<PAGE>   36
GENESIS WORLDWIDE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)

           At December 31, 2000, the Company has domestic net operating loss
           carryforwards available to offset future taxable income. These
           carryforwards expire as follows:

                       2007               $1,546
                       2008                2,068
                       2009                3,012
                       2010                  624
                       2011                2,268
                       2012                8,548
                       2018                2,807
                       2019                6,363
                       2020                6,273
                                         -------
                                         $33,509
                                         =======

           The Company also has foreign net operating loss carryforwards for its
           subsidiary in the United Kingdom and its subsidiaries in Germany of
           $1,649 and $3,073 respectively, which can be carried forward
           indefinitely.

           The Company has not provided for U.S. federal income taxes or foreign
           withholding taxes of undistributed earnings of certain foreign
           entities as of December 31, 2000 and 1999, respectively, because such
           earnings are intended to be reinvested indefinitely. The income tax
           effects relating to comprehensive income for 2000, 1999 and 1998 were
           not significant as a result of the Company's tax position in these
           years.

14.        CAPITAL STOCK

           The Company's preferred shares are $1.80 cumulative and payable
           quarterly in arrears, when and as declared by the Company's Board of
           Directors. Each preferred share is entitled to one vote and is
           convertible into four common shares. As of December 31, 2000, the
           Company has cumulative dividends of $13 that have not yet been
           declared.

15.        BENEFIT PLANS

           Under the Company's pension plans (Plans), certain bargaining hourly
           employees are paid monthly retirement benefits of specified amounts
           for each year of service. The Company annually contributes amounts to
           provide the Plans with sufficient assets to fund payment of the
           benefits based on actuarial assumptions as noted in the following
           tables. Minimal contributions were required in 2000, 1999 and 1998 as
           Plan assets exceeded projected benefit obligations. Plan assets are
           primarily invested in fixed income and equity securities. At December
           31, 2000, Plan assets exceeded projected benefit obligations by
           $3,965. Under present tax laws, the Company's ability to realize the
           full value of this asset is limited.

           One of the Company's U.S. subsidiaries has two non-contributory
           defined benefit pension plans covering certain of their collective
           bargaining employees. Pension benefits are determined by a fixed
           benefit formula and number of years of service. Company contributions
           are computed using the projected unit credit method of funding. Plan
           assets are invested in fixed income and equity securities.


                                       35
<PAGE>   37

GENESIS WORLDWIDE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)

           The Genesis Worldwide Inc. Cash Balance Pension Plan is available for
           eligible full and part-time employees of the Company. Contributions
           are made by the Company in an amount equal to 5% of eligible
           employees' annual compensation. Employee contributions are not
           required or permitted. Contributions earn interest that is based on a
           one year U.S. Treasury Bill rate. Vesting is complete after five
           years of service.

           A subsidiary of the Company in the United Kingdom has a contributory
           defined benefit retirement plan covering substantially all salaried
           employees. Pension benefits are based primarily on years of service
           and the employee's average compensation during the three highest
           consecutive years in the last ten years proceeding the date of normal
           retirement. In addition, employees contribute either 3.0% or 5.0% of
           their salary, depending upon their position in the Company. The
           Company contributions are computed using the projected unit credit
           method of funding, taking into account future salary increases. Plan
           assets are invested in a pooled collective investment fund comprised
           of publicly traded stocks and bonds.

           In the first quarter of 2000, the Company completed the termination
           of two of its pension plans for certain employees. Plan assets of
           $15,585 were used to settle plan liabilities, $4,195 was transferred
           to trusts to fund future employee benefit obligations (see Note 9)
           and $515 was used to fund required cash balance pension
           contributions. The balance of plan assets of $14,086 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, included in other
           income (expense,) 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.

           In 1999, the Company realized Plan curtailment gains of $103 and
           incurred special termination benefits of $615 as a result of the sale
           of the machine tool division and workforce reductions prior to the
           sale.

           The Company also provides other postretirement and post employment
           benefits ("OPEB") consisting of group health and life insurance
           coverage and salary continuation for certain retirees and other
           health benefits to all retirees.

           Net periodic expense (income) for pension and OPEB plans includes the
           following components:

<TABLE>
<CAPTION>
                                                         2000                         1999                      1998
                                                ---------------------       ---------------------       ----------------------
                                                PENSION        OPEB         PENSION         OPEB        PENSION        OPEB
                                                -------       -------       -------       -------       -------       -------

<S>                                             <C>           <C>           <C>           <C>           <C>           <C>
           Service cost                         $ 1,271       $    86       $   870       $    89       $   628       $    75
           Interest cost                          1,422           208         1,526           129         1,481           105
           Expected return on plan assets        (2,140)                     (3,033)                     (3,688)
           Amortization of prior service
               costs                                143             8          (178)            8           151             8
           Amortization of initial asset                                       (135)                       (151)
           Recognized net actuarial (gain)
               loss                                (253)           (7)       (1,239)                     (1,629)
           Curtailment and special
              termination benefits                                              512
                                                -------       -------       -------       -------       -------       -------
                                                $   443       $   295       $(1,677)      $   226       $(3,208)      $   188
                                                =======       =======       =======       =======       =======       =======
</TABLE>


                                       36
<PAGE>   38

GENESIS WORLDWIDE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)

           The Plans funded status and accounting assumptions at December 31,
           2000 and 1999 are as follows:

<TABLE>
<CAPTION>
                                                                             2000                            1999
                                                                    ------------------------        -----------------------
                                                                    PENSION           OPEB          PENSION          OPEB
                                                                    --------        --------        --------        -------
<S>                                                                 <C>             <C>             <C>             <C>
           Change in  benefit obligation:
           Benefit obligation at beginning of year                  $ 32,436        $  2,971        $ 19,830        $ 1,639
               Acquisition                                                                            11,891          1,432
               Net impact of plan termination                        (13,417)
               Resolution of preacquisition contingency               (1,637)
               Translation Adjustments                                  (421)
               Service cost                                            1,271              86             870             89
               Interest cost                                           1,422             208           1,526            129
               Amendments                                                                                313
               Actuarial (gain) loss                                     251            (760)           (118)          (232)
               Benefits paid                                          (1,065)           (195)         (1,878)           (86)
               Expenses paid                                            (102)                           (237)
               Curtailments                                                                              239
                                                                    --------        --------        --------        -------
           Benefit obligation at end of year                          18,738           2,310          32,436          2,971
                                                                    --------        --------        --------        -------
           Change in plan assets:
           Fair value of plan assets at beginning of year             57,402                          46,808
               Acquisition                                                                            10,556
               Net impact of plan termination                        (33,930)
               Resolution of preacquisition contingency                  780
               Translation Adjustments                                  (376)
               Actual return (loss) on plan assets                      (521)                          2,105
               Employer contribution                                     515             195              48             86
               Benefits paid                                          (1,065)           (195)         (1,878)           (86)
               Expenses paid                                            (102)                           (237)
                                                                    --------        --------        --------        -------
            Fair value of plan assets at end of year                  22,703                          57,402
                                                                    --------        --------        --------        -------
           Reconciliation of funded status:
           Funded status                                               3,965          (2,310)         24,966         (2,971)
               Unrecognized net actuarial (gain) loss                  1,229            (845)         (5,584)          (236)
               Unrecognized prior service cost                           267                             410            153
               Unrecognized initial net obligation                                                        57
                                                                    --------        --------        --------        -------
           Prepaid (accrued) benefit cost                           $  5,461        $ (3,155)       $ 19,849        $(3,054)
                                                                    ========        ========        ========        =======
           Amounts recognized in the balance sheet consist of:
               Prepaid pension cost                                 $  6,895                        $ 21,332
               Accrued benefit liability                              (1,434)       $ (3,155)         (1,483)       $(3,054)
                                                                    --------        --------        --------        -------
                                                                    $  5,461        $ (3,155)       $ 19,849        $(3,054)
                                                                    ========        ========        ========        =======
           Weighted-average assumptions as of December 31:
               Discount rate                                            7.50%           7.50%           7.25%          7.25%
               Expected return on plan assets                            8.0%                            7.4%
               Rate of compensation increase                             3.0%            3.0%            3.0%           3.0%
</TABLE>


                                       37
<PAGE>   39


GENESIS WORLDWIDE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)

           A change in the pension plan discount rate from 7.25% to 7.50% was
           recognized at December 31, 2000, creating gains of $205. There was
           also a change in the expected return on plan assets from 7.4% to
           8.0%.

           A change in the pension plan discount rate from 7.00% to 7.25% was
           recognized at December 31, 1999, creating gains of $399. The weighted
           average expected return and rate of compensation increase were
           affected by the termination of two defined benefit plans in 1999.
           There were no other changes in actuarial assumptions or methods.

           Unrecognized gains and losses, are amortized rateably over five
           years. Assets in the pension plans include common stock of the
           Company with a fair value of $12 and $318 at December 31, 2000 and
           1999, respectively.

           Under the Company's OPEB plans a 1% change in the assumed health care
           cost trend rates would have the following effect:

<TABLE>
<CAPTION>
                                                             1% Increase   1% Decrease
                                                             -----------   -----------
<S>                                                            <C>          <C>
               Effect on total of service and interest
                    cost components                            $   9        $   (17)
               Effect on postretirement benefit obligation     $  69        $   (92)
</TABLE>

           For measurement purposes a 9.0% annual rate of increase in the per
           capita cost of health care benefits was assumed for 2000. The rate
           was assumed to decrease by .5% each year until 2008 and remain at 5%
           each year thereafter.

           The Genesis Worldwide Inc. Retirement Savings Plans enable
           substantially all full-time domestic employees to participate and
           contribute up to 15% of their salary to these plans upon completion
           of six months of service. Currently, the Company match ranges from
           0-4%. Total expense for these plans was $660, $505, $124, in 2000,
           1999 and 1998, respectively.

           The Company has a postemployment benefit plan that provides
           termination benefits to eligible employees. The Company does not
           provide an accrual for this plan, as this amount cannot be reasonably
           estimated.

16.        STOCK-BASED COMPENSATION PLANS

           During the three-year period ended on December 31, 2000, the Company
           has maintained the Genesis Worldwide Inc. 1994 Employees Stock Option
           Plan, the Genesis Worldwide Inc. 1984 Restricted Stock Bonus Plan and
           the Genesis Worldwide Inc. Long-Term Incentive Stock Plan
           (collectively the "Plans", and individually the "Option Plan" and
           "Stock Plan" and "Incentive Plan", respectively), which are described
           below.

           Under the Incentive Plan, the Company can issue incentive awards for
           up to 175,000 shares of Common Stock. An incentive award can be
           either stock options or restricted shares or the right to receive
           restricted shares of stock. The plan provides that the option price
           be not less than the fair market value of the Common Stock at date of
           grant. All stock options granted in 2000 are fully vested one year
           from


                                       38
<PAGE>   40

GENESIS WORLDWIDE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)

           date of grant, except for 7,000 shares which were granted in exchange
           for services and were exercisable at date of grant. Restricted shares
           granted under the Incentive Plan vest ratably from one to three years
           from date of grant.

           Under the Option Plan, the Company is authorized to issue up to
           100,000 shares of Common Stock pursuant to stock options. The Company
           may grant incentive stock options, or nonqualified stock options. The
           Option Plan provides that the exercise price of the stock option may
           not be less than the fair market value of the Common Stock on the
           date of grant. All stock options granted have terms of 10 years and
           are fully vested on the first anniversary of the date of grant.

           Under the Stock Plan, the Company is authorized to award up to 50,000
           shares of Common Stock to employees. In 1999, 5,682 shares were
           awarded to Directors as part of their annual compensation and 9,549
           shares were awarded in connection with employee incentive
           compensation for 1998. In 1998, 7,000 shares were awarded to an
           employee, which vest ratably over a 3-year period from date of award.
           During 2000, 1999 and 1998, the Company recorded compensation expense
           of $31, $30 and $178, respectively, in connection with the awarding
           of the above shares.

           A summary of the status of the Company's stock options is presented
           below.

                                                   NUMBER OF  WEIGHTED AVERAGE
                                                    SHARES     EXERCISE PRICE

               Outstanding December 31, 1997        110,300       $   9.43

                         Granted                     69,050       $   7.71
                         Cancelled or expired       (27,666)      $   9.95
                                                    -------

               Outstanding December 31, 1998        151,684       $   8.52

                         Granted                    119,500       $   6.82
                         Cancelled or expired       (33,506)      $   9.16
                                                    -------

               Outstanding December 31, 1999        237,678       $   7.57

                         Granted                    105,500       $   3.42
                         Cancelled or expired       (53,480)      $   6.70
                                                    -------

               Outstanding December 31, 2000        289,698       $   6.22
                                                    =======

           Since the Company accounts for stock options using the intrinsic
           value method, no compensation expense has been recognized for any
           stock options granted in 2000, 1999 and 1998. Had the compensation
           cost for the Company's stock-based compensation plans been determined
           using the fair value method, compensation expense charged to
           operations, on a pre-tax basis, would have been $208 in 2000, $288 in
           1999, and $126 in 1998, and earnings (loss) per share from continuing
           operations (basic and diluted) would have been ($6.25) in 2000,
           ($.16) in 1999, and $.58 in 1998.


                                       39
<PAGE>   41

GENESIS WORLDWIDE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)

           For purposes of applying the fair value method, the fair value of
           each stock option granted is estimated on the date of grant using the
           Black-Scholes option-pricing model. The weighted average fair value
           of options granted during 2000 and 1999 was $1.58 and $2.58,
           respectively, which was calculated using the following
           weighted-average assumptions.

                        ASSUMPTION            2000      1999       1998
                        ----------            ----      ----       ----


               Expected Term                5 years    5 years    5 years
               Expected Volatility            38.8%      32.0%      24.3%
               Expected Dividend Yield         -          -          2.6%
               Risk-Free Interest Rate         6.7%       5.2%       5.5%


           The following table summarizes information about stock options at
           December 31, 2000.

<TABLE>
<CAPTION>
                                                  OPTIONS OUTSTANDING                                 OPTIONS EXERCISABLE
                                ----------------------------------------------------------         -------------------------

                RANGE                                   WEIGHTED                 WEIGHTED                           WEIGHTED
                 OF                                      AVERAGE                  AVERAGE                            AVERAGE
             EXERCISE              NUMBER               REMAINING                 EXERCISE           NUMBER         EXERCISE
              PRICES            OUTSTANDING          CONTRACT LIFE                 PRICE           EXERCISABLE        PRICE
           ------------         -----------          -------------               ---------         -----------        ------
<S>                                <C>                       <C>                  <C>                 <C>             <C>
           $2.79-$ 4.18            94,000                    9.0                  $  3.42              5,000          $ 3.19
           $5.76-$ 6.97            80,500                    8.1                  $  6.56             80,500          $ 6.56
           $6.97-$ 8.36            33,598                    7.1                  $  7.68             33,598          $ 7.68
           $8.36-$ 9.76            80,600                    6.2                  $  8.49              5,600          $ 9.22
           $9.76-$11.15             1,000                    4.9                  $ 10.19              1,000          $10.19
                                  -------                                                            -------
           $2.79-$11.15           289,698                    7.8                  $  6.22            125,698          $ 6.87
</TABLE>

17.        FINANCIAL INSTRUMENTS

           During 2000, the Company entered into a three year interest rate swap
           contract (the "Contract") for a portion of its senior debt. The
           notional amount ($22,625 at December 31, 2000) under the contract
           declines from an initial amount of $24,450 to $14,500 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 LIBOR (6.40% at December 31,
           2000), which is fixed two days before each quarter.

           As of December 31, 2000, the Company's interest rate on this portion
           of its debt was 6.66%. The effect of this contract was to increase
           interest expense in 2000 by $107, as the 90-day LIBOR rate was below
           the fixed pay rate. For the first quarter of 2001 this transaction
           will have the impact of increasing interest cost by $41 under this
           contract. At December 31, 2000, a payment of $629, representing the
           fair value of the contract would be required to terminate the
           contract. When the Company adopts the provisions of SFAS 133 in the
           first quarter of 2001, this amount will be recorded on the balance
           sheet as a liability with a corresponding debit to other
           comprehensive income, net of applicable income taxes.


                                       40
<PAGE>   42


GENESIS WORLDWIDE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)

18.        FOREIGN CURRENCY

           All assets and liabilities of foreign subsidiaries are translated
           into U.S. dollars at rates of exchange in effect at the close of the
           year, and that the effects of changes in the value of the U.S.
           dollar, as compared to the local currency of the foreign
           subsidiaries, are shown as translation adjustments in Shareholders'
           Equity.

           Translation adjustments are as follows.

<TABLE>
<CAPTION>
                                                                2000        1999        1998
                                                                -----       -----       -----

<S>                                                             <C>         <C>         <C>
               Balance, beginning of year                       $(105)      $(180)      $(148)
               Translation adjustment increase (decrease):
                   Net long-term assets                          (134)        196         (66)
                   Net current assets                            (168)       (121)         34
                                                                -----       -----       -----

                         Total adjustment                        (302)         75         (32)
                                                                -----       -----       -----

               Balance, end of year                             $(407)      $(105)      $(180)
                                                                =====       =====       =====
</TABLE>

           Currency exchange losses (gains) during 2000, 1999 and 1998 were
           approximately $(39), $(153) and $24, respectively, relating primarily
           to the Company's foreign operations and the divestiture of joint
           venture interests in Japan.









                                       41
<PAGE>   43

GENESIS WORLDWIDE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)

19.        EARNINGS PER SHARE

<TABLE>
<CAPTION>
                                                                                 2000            1999         1998
                                                                                 ----            ----         ----
<S>                                                                            <C>            <C>           <C>
               Numerator:
                    Income (loss) from continuing operations                  $(25,774)      $  (428)      $ 2,280
                    Preferred stock dividend requirement                           (26)          (26)          (26)
                                                                              --------       -------       -------
                    Numerator for basic earnings per share-
                       income (loss) from continuing operations
                       available to common shareholders                        (25,800)         (454)        2,254

                    Effect of dilutive securities                                    -             -             -
                                                                              --------       -------       -------

                    Numerator for diluted earnings per share-
                       income (loss) from continuing operations
                          available to common shareholders after
                          assumed conversions                                 $(25,800)      $  (454)      $ 2,254
                                                                              ========       =======       =======

               Denominator:
                    Denominator for basic earnings per share-
                       weighted average shares outstanding                       4,117         4,032         3,768


                    Effect of dilutive securities -
                       employee stock options                                        -             -             -
                                                                              --------       -------       -------
                     Denominator for diluted earnings per share-
                          adjusted for weighted average shares and
                          assumed conversions                                    4,117         4,032         3,768
                                                                              ========       =======       =======

                     Income (loss) per share from continuing operations -
                           basic and diluted                                  $  (6.26)      $  (.11)      $   .60
                                                                              ========       =======       =======
</TABLE>



           Stock options (in thousands) totaling 238, 152, and 110 for 2000,
           1999 and 1998 respectively, and warrants (in thousands) to purchase
           900 and 100 shares of common stock in 2000 and 1999, respectively,
           that could potentially dilute basic earnings per share in the future
           were not included in the computation of diluted earnings per share
           because to do so would have been antidilutive.




                                       42
<PAGE>   44
GENESIS WORLDWIDE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)

20.        COMMITMENTS

           The Company leases certain facilities and equipment under
           non-cancellable operating leases. At December 31, 2000, the future
           minimum lease payments under operating leases are as follows:

                           Year
                           ----
                           2001                                 $ 1,445
                           2002                                   1,352
                           2003                                     987
                           2004                                     879
                           2005                                     874
                           2006 and thereafter                    4,666
                                                                -------
                               Total                            $10,203
                                                                =======

           The Company incurred rental expense for operating leases of $1,957,
           $846 and $258, for the years ended December 31, 2000, 1999 and 1998,
           respectively.

           The Company may enter into forward foreign exchange contracts during
           the normal course of business to hedge its foreign currency exposure
           associated with sales contracts and purchase orders denominated in
           foreign currencies. Any gains and losses in connection with the
           contracts are included in the consolidated financial statements.
           There were no outstanding contracts at December 31, 2000 and 1999.

21.        CONTINGENCIES

           The Company is self-insured for a portion of the cost of the health
           care benefits it provides its employees with an aggregate annual
           self-insured claim limit of $2,500. The Company is also self-insured
           for workers' compensation for those divisions located in Ohio and is
           liable for individual claims up to $350 per occurrence.
           Self-insurance costs are accrued based upon the aggregate of the
           liability for reported claims and an estimated liability for claims
           incurred but not reported.

           The Company is responsible for all legal and settlement costs
           associated with product liability claims up to $100 for each matter.
           For losses occurring prior to July 1, 1997 at Precision, the Company
           is responsible for claims up to $350 for each matter. The Company has
           insurance coverage for costs which exceed that amount, subject to
           specific and aggregate loss limitations.

           The Company is a defendant in various legal actions arising in the
           ordinary course of business, including product liability claims.
           Included in these legal actions is a claim by one of the Company's
           customers related to alleged defects in equipment supplied by the
           Company. The Company believes that the equipment meets all
           specifications prescribed in the contract and intends to vigorously
           defend this litigation. The customer has filed for protection under
           Chapter 11 of the U.S. Bankruptcy Code. As a result, further action
           under this litigation has been suspended at the request of the
           plaintiff, with no new trial date scheduled. The Company believes
           that the ultimate liability, if any, resulting from these matters
           will not have a material effect on the Company's consolidated
           financial position. The significance of these matters on the
           Company's future operating results and cash flows will depend on the
           Company's level of future earnings as well as the timing and the
           amount of the ultimate disposition of these matters above any amounts
           covered by insurance.



                                       43
<PAGE>   45

GENESIS WORLDWIDE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)

22.        SEGMENT AND GEOGRAPHIC INFORMATION

           The Company operated in the coil processing segment in 2000 and 1999.
           In 1998, the Company operated in two additional segments which were
           the machine tool segment and the paper coating and laminating
           segments. These segments have been sold or discontinued.

           Approximately 23%, 20% and 13% of the Company's consolidated revenues
           from continuing operations from 2000, 1999 and 1998, respectively,
           were export sales from the United States primarily to Mexico, Canada,
           Europe and the Far East. Substantially all long-lived assets are
           located in the United States. Intercompany sales are priced at cost
           but are not material. The foreign subsidiaries are located in
           England.

           Geographic information for which revenues and operating income (loss)
           is based on the geographic locations in which the sale originated, is
           presented below:

<TABLE>
<CAPTION>
                                                         2000            1999           1998
                                                      ---------       ---------       --------
<S>                                                   <C>             <C>             <C>
           Sales:
                    United States                     $ 126,192       $ 103,710       $ 39,551
                    Europe                                9,393          10,354          6,748
                    Adjustments and eliminations         (5,767)         (2,234)
                                                      ---------       ---------       --------
                                                      $ 129,818       $ 111,830       $ 46,299
                                                      =========       =========       ========
           Operating income (loss):
                   United States                      $  (1,342)      $   7,280       $  4,964
                   Europe                                (1,107)            643            541
                   Corporate                             (5,792)         (2,680)        (1,866)
                                                      ---------       ---------       --------
                                                      $  (8,241)      $   5,243       $  3,639
                                                      =========       =========       ========

           Total assets:
                   United States                      $ 135,846       $ 178,073       $ 77,299
                   Europe                                 8,342           8,877          5,451
                                                      ---------       ---------       --------
                                                      $ 144,188       $ 186,950       $ 82,750
                                                      =========       =========       ========
</TABLE>


23.        FOURTH QUARTER ADJUSTMENTS

           As a result of the low order volume and unfavorable economic
           environment, the Company found it necessary to record certain
           adjustments in the fourth quarter of 2000. These adjustments
           consisted of lease exit costs and severance for the associated
           personnel reduction related to the closing of a portion of the UK
           operations ($650). Also, increases in the Company's reserves of
           $1,565 were necessary due to the difficult market conditions in the
           steel industry, including bankruptcy filings of certain of the
           Company's customers. The Company also recorded a full valuation
           allowance ($12,047) shown as income tax expense in the financial
           statements, against the remaining net deferred tax assets due to the
           Company's inability to generate earnings during 2000.


                                       44
<PAGE>   46
GENESIS WORLDWIDE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)



24.        QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>
           2000                                1ST QUARTER     2ND QUARTER    3RD QUARTER     4TH QUARTER
           ----                                -----------     -----------    -----------     -----------

<S>                                               <C>            <C>            <C>            <C>
           Net Sales                              $ 33,383       $ 33,233       $ 33,122       $ 30,080
           Gross Margin                           $    195       $   (378)      $ (1,162)      $ (6,896)
           Net Income (Loss) from Continuing
               Operations                         $ (1,814)      $ (3,051)      $ (2,295)      $(18,614)
           Earnings (Loss) per Common Share
               from Continuing Operations         $  (0.42)      $  (0.71)      $  (0.56)      $  (4.92)

<CAPTION>

           1999                                1ST QUARTER     2ND QUARTER    3RD QUARTER     4TH QUARTER
           ----                                -----------     -----------    -----------     -----------

<S>                                               <C>            <C>            <C>            <C>
           Net Sales                              $ 17,526       $ 21,329       $ 35,231       $ 37,744
           Gross Margin                           $    479       $  1,629       $  2,326       $    809
           Net Income (Loss) from Continuing
               Operations                         $    157       $    964       $   (298)      $ (1,251)
           Earnings (Loss) per Common Share
               from Continuing Operations         $   0.04       $   0.25       $  (0.07)      $  (0.29)
</TABLE>


           The operating data above excludes amounts from the machine tool and
           paper coating and laminating businesses which are classified as
           discontinued operations. Results from GenCoat (formerly GFG),
           beginning January 1, 1999 and Precision (including Herr-Voss),
           beginning July 1, 1999 are included in the data above.










                                       45
<PAGE>   47


ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

           None

ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

           Executive Officers of the Registrant
           ------------------------------------

           The following are the names and ages of the Company officers, each of
           whom has been appointed to a one year term.

<TABLE>
<CAPTION>
               Office                                         Name                          Age
               ------                                         ----                          ---

<S>                                                           <C>                            <C>
               President and Chief Executive Officer          Richard E. Clemens             51

               Vice President and Chief Financial
               Officer                                        Karl A. Frydryk                46

               Vice President, Operations Improvement
               and Information Technology                     Patrick M. Flaherty            51

               Vice President, Human Resources                Timothy P. Gibson              43

               Secretary and Controller                       Leo E. Dugdale                 48

               President - GenCoat Inc.                       Alan L. Roehrig                55

               President - GenInternational Inc.              Frederick G. Sharp             47
</TABLE>

           Mr. Clemens became President and Chief Executive Officer of Genesis
           in March 1997. He was previously the Vice President and General
           Manager of the Frick Company (a subsidiary of York International), a
           manufacturer of compressors, heat exchangers, and process
           refrigeration equipment, from 1995 to 1997. Prior to working for the
           Frick Company, he was President and Chief Executive Officer of Clark
           Material Handling Company, a manufacturer of fork lift trucks, from
           1994 to 1995. Before then, he was President of BMY Combat Systems, a
           division of Harsco Corporation, from 1992 to 1994 and held various
           other management positions with the division from 1985 to 1992.

           Mr. Frydryk, a CPA, became Vice President and Chief Financial Officer
           on January 5, 1998. He had previously been employed for over 13 years
           by Nord Resources Corporation, a New York Stock Exchange listed
           company engaged in mining and mineral and chemical processing. He
           held various positions with that company, including serving for over
           10 years as its Vice President - Controller and Secretary.

           Mr. Flaherty became Vice President, Operations Improvement on
           February 16, 1998 and Information Technology in 1999. Prior to
           joining the Company, he was a consultant, providing consulting
           services to the Company for 6 months. From 1995 to 1997 he was Vice
           President, Operations for the Frick Company, a subsidiary of York
           International, which manufactures compressors, heat exchangers and
           process refrigeration equipment. From 1994 to 1995 he served as Vice
           President, Operations and then Vice President, Business Development
           for Clark Material Handling Company, a manufacturer of fork


                                       46
<PAGE>   48

           lift trucks, and from 1977 to 1994 served in various capacities with
           Allied Signal, including Vice President, Airline Services from 1992
           to 1994.

           Mr. Gibson became Vice President, Human Resources on March 2, 1998.
           From January 1995 until his employment by the Company he was Vice
           President, Human Resources for CTG, Inc., a distributor of
           computer-related equipment. Prior to then he was, for over 5 years,
           the Senior Director, Human Resources for US Airways Express.

           Mr. Dugdale, a CPA, was named Controller on June 1, 1998 and
           Secretary effective March 1, 1999. Mr. Dugdale was employed by Moto
           Photo Corporation, a NASDAQ-listed company engaged in franchising of
           film processing service-centers in 1998, prior to joining the
           Company. Until 1998, he was employed for over 10 years as assistant
           controller with Nord Resources Corporation, a New York Stock Exchange
           listed company engaged in mining and mineral processing and for 2
           years served as Secretary for Nord Pacific Limited, a NASDAQ-listed
           company engaged in the same industry.

           Mr. Roehrig became President of GenCoat Inc. (formerly GFG
           Corporation) in 1989. Previously, he had been the Executive Vice
           President of the Cheney Company from 1983 through 1988. From 1974
           through 1982 he held various manufacturing management positions with
           Allis Chalmers Corporation. From 1969 through 1973 he held various
           manufacturing management positions with Westinghouse Electric
           Corporation.

           Mr. Sharp became President of GenInternational Inc. in November 1999.
           He was previously President of the Stamco Division of Genesis from
           February 1998 to November 1999. Prior to Genesis, Mr. Sharp was Vice
           President, Marketing and Sales for Fairfield Manufacturing Company,
           Inc. a developer and manufacturer of custom and proprietary power
           transmission components from 1996 to 1998. Before then, he was
           Director of Combat Artillery Programs, United Defense, LP (formerly
           BMY Combat Systems), a designer and manufacturer of combat vehicles
           from 1991 to 1996.

           Additional information required by this Item 10 is set forth on the
           Proxy Statement and is incorporated herein by reference.

ITEM 11 - EXECUTIVE COMPENSATION

           The information required by this Item 11 is set forth in the Proxy
           Statement and is incorporated herein by this reference.


ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

           The information required by this Item 12 is set forth in the Proxy
           Statement and is incorporated herein by this reference.

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

           The information required by this Item 13 is set forth in the Proxy
           Statement and is incorporated herein by this reference.


                                       47
<PAGE>   49


ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

    (a)        List of Documents filed as part of this Report.

    (1)        Financial Statements:

               See Item 8-Index to Financial Statements

    (2)        Financial Statements Schedule:                         PAGE NO.
                                                                      --------

               Schedule II - Valuation and Qualifying Accounts            50

               Schedules other than those listed above are omitted as
                  they are not applicable or are not required

    (3)        Exhibits:  See Index of Exhibits

    (b)        There were no reports on Form 8-K filed during the fourth
               quarter of 2000

    (c)        See Index of Exhibits for location of filed exhibits

    (d)        No other financial statements, other than those mentioned
               above, are required to be filed to comply with regulation
               S-X







                                       48
<PAGE>   50

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                             GENESIS WORLDWIDE INC.

           By:    /s/ Richard E. Clemens
                  ----------------------
                     RICHARD E. CLEMENS
                     Director, President and Chief Executive Officer
                     March 30, 2001

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below by the following persons on behalf of Genesis Worldwide
Inc. and in the capacities and on the dates indicated:


<TABLE>

<S>                                                                          <C>
           By: /s/ Richard E. Clemens                                        By:  /s/ William R. Graber
               ----------------------                                             ---------------------
               RICHARD E. CLEMENS                                                 WILLIAM R. GRABER
               Director, President and Chief Executive Officer                    Director
               March 30, 2001                                                     March 30, 2001

           By: /s/ John A. Bertrand                                          By:  /s/ Joseph M. Rigot
               --------------------                                               -------------------
               JOHN A. BERTRAND                                                   JOSEPH M. RIGOT
               Director                                                           Director
               March 30, 2001                                                     March 30, 2001

           By: /s/ Gerald L. Connelly                                        By:  /s/ Karl A. Frydryk
               ----------------------                                             -------------------
               GERALD L. CONNELLY                                                 KARL A. FRYDRYK
               Director                                                           Vice President
               March 30, 2001                                                     (Principal Financial Officer)
                                                                                  March 30, 2001
           By: /s/ Waldemar M. Goulet
               -----------------------                                       By:  /s/ Leo E. Dugdale III
               WALDEMAR M. GOULET                                                 ----------------------
               Director                                                           LEO E. DUGDALE III
               March 30, 2001                                                     Controller
                                                                                 (Principal Accounting Officer)
                                                                                  March 30, 2001
</TABLE>








                                       49
<PAGE>   51
             GENESIS WORLDWIDE INC.
             SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

<TABLE>
<CAPTION>
           COL. A                                             COL. B              COL. C               COL. D          COL. E

                                                              BALANCE AT                ADDITIONS                   BALANCE AT
                                                              BEGINNING                   FROM                        END OF
           DESCRIPTION                                        OF PERIOD   ADDITIONS    ACQUISITION     DEDUCTIONS     PERIOD
           -----------                                        ---------   ---------    -----------     ----------     ------
<S>                                                             <C>         <C>          <C>            <C>            <C>
           Year ended December 2000:
               Allowance for doubtful trade accounts
                   receivable                                   $  930      $ 1,046                     $   (460)     $ 1,516
               Inventory reserves                                  924           61                          (85)         900
               Impairment reserve - assets held for resale       2,100                                                  2,100
               Valuation allowance for deferred
                    tax assets                                   1,383       12,224                                    13,607
               Reserves for discontinued operations                620        1,050                       (1,402)         268
                                                                ------      -------      --------       --------      -------

                   Total                                        $5,957      $14,381                     $ (1,947)     $18,391
                                                                ======      =======      ========       ========      =======
           Year ended December 31, 1999:
               Allowance for doubtful trade accounts
                   receivable                                   $1,123      $   177      $    478       $   (848)     $   930
               Inventory reserves                                  290          177           846           (389)         924
               Impairment reserve - assets held for
                   resale                                        1,500          600                                     2,100
               Valuation allowance for deferred
                   tax assets                                    1,383                                                  1,383
               Reserves for discontinued operations                             620                                       620
                                                                ------      -------      --------       --------      -------

                   Total                                        $4,296      $ 1,574      $  1,324       $ (1,237)     $ 5,957
                                                                ======      =======      ========       ========      =======
           Year ended December 31, 1998:
               Allowance for doubtful trade accounts
                   receivable                                   $  877      $   310                     $    (64)     $ 1,123
               Inventory reserves                                   40          290                          (40)         290
               Impairment reserve - assets held for
                    for sale                                     1,500                                                  1,500
               Valuation allowance for deferred
                   tax assets                                    1,243          140                                     1,383
                                                                ------      -------      --------       --------      -------

                   Total                                        $3,660      $   740                     $   (104)     $ 4,296
                                                                ======      =======      ========       ========      =======
</TABLE>









                                       50
<PAGE>   52

                                INDEX OF EXHIBITS

<TABLE>
<CAPTION>

Exhibit                                                                                 Footnote
Number                           Description                                            Number
------                           -----------                                            ------

<S>        <C>                                                                            <C>
2          Plan of Acquisition, Reorganization, Arrangement, Liquidation
           or Succession

           2.1        Stock Purchase Agreement between Derlan Industries Inc.,
                      and The Monarch Machine Tool Company dated
                      December 30, 1998.                                                   (10)

           2.2        Stock Purchase Agreement dated May 13, 1999 between
                      The Monarch Machine Tool Company and the Stockholders
                      of Precision Industrial Corporation                                   (8)

3          Articles of Incorporation and Regulations                                        (2)

4          Instruments Defining the Rights of Security Holders including
           Indentures

           4.1        Credit Agreement among The Monarch Machine Tool
                      Company and ING (U.S.) Capital LLC, dated as of
                      June 30, 1999                                                         (9)

           4.2        Agreement dated June 30, 1999 between The Monarch
                      Machine Tool Company and the Stockholders of Precision
                      Industrial Corporation identified in the Stock Purchase
                      Agreement dated May 13, 1999                                          (9)

           4.3        Genesis Worldwide Inc. 12% Junior Subordinated Note,
                      as restated, in the principal amount of $11,947,541                  (13)

10         Material Contracts

           10.1       1994 Employees Stock Option Plan                                      (3)

           10.2       Letter Agreement, dated February 13, 1997, between The
                      Monarch Machine Tool Company and Richard E. Clemens                   (3)

           10.3       Asset Purchase Agreement by and between Monarch Lathes,
                      L.P. and the Company, dated July 16, 1997                             (4)

           10.4       First Amendment to Amended and Restated Credit Agreement
                      dated as of December 29, 1998                                         (5)
</TABLE>


                                       51
<PAGE>   53

<TABLE>


<S>        <C>                                                                            <C>
           10.5       Letter agreement, dated November 3, 1998 between the Monarch
                      Machine Tool Company and Richard E. Clemens                           (6)

           10.6       Letter agreement, dated November 3, 1998 between the Monarch
                      Machine Tool Company and Karl A. Frydryk                              (6)

           10.7       First Amendment to Credit Agreement among Genesis Worldwide
                      Inc., and ING (U.S.) Capital LLC, dated as of December 2, 1999        (7)

           10.8       Asset Purchase Agreement by and between New Monarch
                      Machine Tool, Inc. and the Company, dated February 7, 2000           (12)

           10.9       Second Amendment and Waiver to the Credit Agreement
                      dated as of June 28, 2000 between Genesis Worldwide
                      Inc. and ING (U.S.) Capital LLC                                      (15)

           10.10      Agreement, dated August 29, 2000, among Genesis Worldwide
                      Inc., the Selling Stockholders named therein, and Three Cities
                      Research, Inc. as Stockholders' Representative                       (13)

           10.11      Forbearance agreement dated as of November 20, 2000 among
                      Genesis Worldwide Inc. and ING (U.S.) Capital LLC                    (16)

           10.12      Amended and Restated Forbearance Agreement, dated
                      December 22, 2000 among Genesis Worldwide Inc. and ING
                      (U.S.) Capital LLC                                                   (14)

           21         Subsidiaries of the Registrant                                        (1)

           22         Submision of Matters to a Vote of Security Holders                   (11)

           23         Consent of Independent Accountants                                    (1)
</TABLE>



                                       52