<PAGE>

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                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION

                                   Form 10-Q

(Mark One)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934
                 For the quarterly period ended March 31, 2001
                                      OR

[_]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934
            For the quarterly period from __________ to __________

                       Commission file number 333-62635

                                ______________

                       CENTURY MAINTENANCE SUPPLY, INC.
            (Exact name of registrant as specified in its charter)

                                ______________

                    Delaware                                  76-0542935
        (State or other jurisdiction of                    (I.R.S. Employer
         incorporation or organization)                   Identification No.)

             10050 Cash Road, Suite 1                             77477
                 Stafford, Texas                               (Zip Code)
     (Address of Principal Executive Offices)

                                (281) 208-2600
             (Registrant's telephone number, including area code)

                                Not Applicable
  (Former name, former address and former fiscal year, if changed since last
                                   report).

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes [X] No [_]

         The number of shares of Common Stock, $0.001 par value, outstanding
(the only class of common stock of the Company outstanding) was 12,209,028 on
May 10, 2001.

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<PAGE>

               CENTURY MAINTENANCE SUPPLY, INC. AND SUBSIDIARIES

                         Quarter Ended March 31, 2001

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                 Page
                                                                                                                 ----
<S>                                                                                                              <C>
PART I.        FINANCIAL INFORMATION

Item 1.  Condensed Consolidated Financial Statements of Century Maintenance Supply, Inc.
         and Subsidiaries (Unaudited).......................................................................   2

         Condensed Consolidated Balance Sheets as of December 31, 2000 and March 31, 2001...................   2

         Condensed Consolidated Statements of Income for the Three Months Ended
         March 31, 2000 and March 31, 2001..................................................................   4

         Condensed Consolidated Statement of Changes in Stockholders' Equity (Deficit) for the
         Three Months Ended March 31, 2001..................................................................   5

         Condensed Consolidated Statements of Cash Flows for the Three Months Ended
         March 31, 2000 and March 31, 2001..................................................................   6

         Notes to Condensed Consolidated Financial Statements (Unaudited)...................................   7

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations..............  11

Item 3.  Quantitative and Qualitative Disclosure About Market Risk..........................................  16


PART II.       OTHER INFORMATION

Item 1.  Legal Proceedings..................................................................................   17
Item 2.  Changes in Securities and Use of Proceeds..........................................................   17
Item 3.  Defaults Upon Senior Securities....................................................................   17
Item 4.  Submission of Matters to a Vote of Security Holders................................................   17
Item 5.  Other Information..................................................................................   17
Item 6.  Exhibits and Reports on Form 8-K...................................................................   17

SIGNATURE...................................................................................................   18
</TABLE>

                                       1
<PAGE>

                         PART I FINANCIAL INFORMATION

ITEM 1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF CENTURY
         MAINTENANCE SUPPLY, INC. AND SUBSIDIARIES (UNAUDITED)

               Century Maintenance Supply, Inc. and Subsidiaries

                     Condensed Consolidated Balance Sheets
                                (In thousands)

<TABLE>
<CAPTION>
                                                                                   December 31,        March 31,
                                                                                       2000              2001
                                                                                  ---------------  ------------------
                                                                                                     (Unaudited)
<S>                                                                                 <C>              <C>
Assets
Current assets:
    Cash and cash equivalents................................................       $        4       $        103
    Trade accounts receivable, net...........................................           28,745             28,815
    Inventory, net...........................................................           37,482             38,015
    Deferred income taxes....................................................              558                558
Prepaid expenses and other current assets....................................            5,292              4,206
                                                                                    ----------       ------------
Total current assets.........................................................           72,081             71,697
Goodwill, net................................................................            6,175              6,115
Deferred financing costs.....................................................            2,028              1,832
Other assets.................................................................              303                318

Property and equipment.......................................................            9,965             10,183
    Less accumulated depreciation............................................           (5,666)            (6,059)
                                                                                    ----------       ------------
Net property and equipment...................................................            4,298              4,124
Deferred income taxes........................................................              280                280
                                                                                    ----------       ------------
Total assets.................................................................       $   85,165       $     84,366
                                                                                    ==========       ============
</TABLE>


See accompanying notes.

                                   (continued)

                                       2
<PAGE>

               Century Maintenance Supply, Inc. and Subsidiaries

               Condensed Consolidated Balance Sheets (continued)
                       (In thousands, except share data)


<TABLE>
<CAPTION>
                                                                                  December 31,      March 31,
                                                                                      2000            2001
                                                                                 ---------------  -------------
                                                                                                    (Unaudited)
         <S>                                                                     <C>              <C>
         Current liabilities:
            Accounts payable, trade...........................................   $        14,117  $      15,408
            Revolving credit facility.........................................             2,500             --
            Income taxes payable..............................................                13          1,162
            Accrued expenses..................................................             4,044          3,515
            Current portion of long-term debt.................................            10,100         11,350
            Dividends payable.................................................             3,075          1,617
                                                                                 ---------------  -------------
               Total current liabilities......................................            33,849         33,052
         Long-term debt, less current portion.................................            77,900         74,750

         Redeemable exchangeable preferred stock, net $100 par value;
            2,000,000 shares authorized; 464,171 shares issued and
            outstanding at December 31, 2000 and 494,921 shares
            issued and outstanding at March 31, 2001..........................            44,509         47,634

         Stockholders' deficit:
            Common Stock, $0.001 par value; 15,000,000 shares authorized;
            12,590,536 shares issued and outstanding at December 31, 2000
            and March 31, 2001................................................                13             13
            Additional paid-in capital........................................            71,176         71,176
            Treasury stock, at cost...........................................            (1,811)        (1,811)
            Accumulated deficit...............................................          (140,470)      (140,313)
            Accumulated other comprehensive income (loss).....................                --            135
                                                                                 ---------------  -------------
         Total stockholders' deficit..........................................           (71,093)       (71,070)
                                                                                 ---------------  -------------
         Total liabilities and stockholders' deficit..........................   $        85,165  $      84,366
                                                                                 ===============  =============
</TABLE>

See accompanying notes.

                                       3
<PAGE>

               Century Maintenance Supply, Inc. and Subsidiaries

                  Condensed Consolidated Statements of Income
                                (In thousands)

<TABLE>
<CAPTION>
                                                                            Three months ended
                                                                                 March 31,
                                                                          ------------------------
                                                                             2000         2001
                                                                          ------------ -----------
                                                                                  (Unaudited)
<S>                                                                       <C>          <C>
Net sales.......................................................          $    55,998  $   59,876
Cost of goods sold..............................................               40,157      43,490
                                                                          -----------  ----------
Gross profit....................................................               15,841      16,386
Selling, general, and administrative expenses...................                9,831      11,198
                                                                          -----------  ----------
Operating income................................................                6,010       5,188
Interest expense................................................                2,396       2,202
                                                                          -----------  ----------
Income before income taxes......................................                3,614       2,986
Provision for income taxes......................................                1,374       1,161
                                                                          -----------  ----------
Net income......................................................                2,240       1,825
Other comprehensive income (loss), net of tax of $87............                   --        (135)
                                                                          -----------  ----------
Comprehensive income............................................          $     2,240  $    1,690
                                                                          ===========  ==========
</TABLE>

See accompanying notes.

                                       4
<PAGE>

               Century Maintenance Supply, Inc. and Subsidiaries

 Condensed Consolidated Statement of Changes in Stockholders' Equity (Deficit)
                   For the Three Months Ended March 31, 2001
                       (In thousands, except share data)

<TABLE>
<CAPTION>
                                   Number of                                                         Accumulated
                                 Shares Issued                Additional                 Retained       Other       Stockholders'
                                      and         Common       Paid-In     Treasury      Earnings   Comprehensive      Equity
                                 Outstanding      Stock       Capital       Stock       (Deficit)   Income (Loss)    (Deficit)
                                 --------------  ----------- ----------    --------    ------------ -------------  -----------
<S>                              <C>             <C>         <C>           <C>         <C>          <C>              <C>
Balances at
  December 31, 2000.............     12,590,536  $       13    $ 71,176    $ (1,811)   $   (140,470)   $     --     $   (71,093)
Purchase of treasury
  stock at cost (unaudited).....             --          --          --          --              --          --              --
Preferred dividends
  accrued (unaudited)...........             --          --          --          --          (1,667)         --          (1,667)
Cumulative offset of change in
  accounting principle
  (unaudited)...................             --          --          --          --              --        (578)           (578)
Unrealized net gain on cash flow
  hedges (unaudited)............             --          --          --          --              --         443             443
Net income (unaudited)..........             --          --          --          --           1,825          --           1,825
                                 --------------  ----------  ----------    --------    ------------    --------     -----------
Balances at
  March 31, 2001 (unaudited)....     12,590,536  $       13    $ 71,176    $ (1,811)   $   (140,313)   $   (135)    $   (71,157)
                                 ==============  ==========  ==========    ========    ============    ========     ===========
</TABLE>

See accompanying notes.

                                       5
<PAGE>

               Century Maintenance Supply, Inc. and Subsidiaries

                Condensed Consolidated Statements of Cash Flows
                                (In thousands)

<TABLE>
<CAPTION>
                                                                                            Three months ended
                                                                                                March 31,
                                                                                          -----------------------
                                                                                            2000          2001
                                                                                          ----------    ---------
                                                                                                 (Unaudited)
<S>                                                                                       <C>           <C>
Operating activities:
 Net income.......................................................................        $   2,240     $  1,825
 Adjustments to reconcile net income to net cash (used in) provided by
  operating activities:
    Depreciation and amortization.................................................              345          483
    Bad debt expense..............................................................              156          182
 Changes in operating assets and liabilities:
    Accounts receivable...........................................................             (573)        (252)
    Inventory.....................................................................           (8,845)        (533)
    Prepaid expenses and other assets.............................................             (376)       1,267
    Accounts payable..............................................................            8,290        1,291
    Accrued expenses..............................................................               70         (664)
    Income taxes payable..........................................................           (2,559)       1,149
                                                                                          ---------     --------
       Net cash (used in) provided by operating activities........................           (1,252)       4,748
Investing activities:
 Purchases of property and equipment..............................................             (312)        (249)
Financing activities:
 Net repayments under revolving line of credit....................................               --       (2,500)
 Repayments of long-term debt.....................................................           (1,150)      (1,900)
 Repurchase of common stock.......................................................             (586)          --
                                                                                          ---------     --------
       Net cash used in financing activities......................................           (1,736)      (4,400)
                                                                                          ---------     --------
Net (decrease) increase in cash and cash equivalents..............................           (3,300)          99
Cash and cash equivalents at beginning of period..................................            3,499            4
                                                                                          ---------     --------
Cash and cash equivalents at end of period........................................        $     199     $    103
                                                                                          =========     ========
</TABLE>

See accompanying notes.

                                       6
<PAGE>

               Century Maintenance Supply, Inc. and Subsidiaries
             Notes to Condensed Consolidated Financial Statements
                                  (Unaudited)

1.  Basis of Presentation

         Century Maintenance Supply, Inc. and subsidiaries (collectively, the
"Company") distribute general maintenance supplies and air conditioning and
heating equipment and parts to apartment complexes throughout the United States.

         The condensed consolidated financial statements include the accounts of
Century Maintenance Supply, Inc. and its wholly-owned subsidiaries. Intercompany
accounts and transactions have been eliminated in consolidation.

         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 amounts reported in
the condensed consolidated financial statements and accompanying notes. Actual
results could differ from those estimates.

         The condensed consolidated balance sheet at December 31, 2000 has been
derived from the audited financial statements at that date but does not include
all of the information or footnotes required by accounting principles generally
accepted in the United States of America for complete financial statements. The
Company's condensed consolidated balance sheet at March 31, 2001 and the
condensed consolidated statements of income, changes in stockholders' equity
(deficit), and cash flows for the interim periods ended March 31, 2000 and 2001
have been prepared by the Company without audit. In the opinion of management,
all adjustments, consisting only of normal recurring adjustments, necessary to
present fairly the consolidated financial position, results of operations and
cash flows have been made. The results of operations for the interim periods are
not necessarily indicative of the operating results for a full year or of future
operations.

         Certain information and footnote disclosures normally included in
financial statements prepared in accordance with accounting principles generally
accepted in the United States of America have been condensed or omitted. The
accompanying condensed consolidated financial statements should be read in
conjunction with the Company's audited consolidated financial statements for the
year ended December 31, 2000.

2.  Recapitalization

         Effective July 8, 1998, the Company completed a recapitalization of the
Company pursuant to an agreement and plan of merger ("Recapitalization"). The
transaction occurred as follows:

     .   FS Equity Partners IV, L.P. ("FSEP IV"), formed Century Acquisition
         Corporation, a Delaware corporation ("Acquisition Co.") on April 21,
         1998.

     .   FSEP IV made an equity contribution of $67,451,190 to Acquisition Co.
         and two other investors contributed a total of $875,000 to Acquisition
         Co. (the "Equity Investment"). All of the outstanding capital stock of
         Acquisition Co. was held by FSEP IV and certain investors thereof.

     .   The Company issued $40,000,000 of Senior Exchangeable PIK Preferred
         Stock (the "Preferred Stock"), $12,000,000 of which was purchased by
         affiliated parties.

     .   The Company obtained new secured term loan facilities with an aggregate
         principal amount of $100,000,000 (see Note 6).

     .   Acquisition Co. was merged into the Company (with the Company as the
         surviving corporation) and Acquisition Co.'s outstanding capital stock
         was converted into 2,969,820 newly issued shares of the Company.

     .   Pursuant to the merger, the Company applied the proceeds of the Equity
         Investment of $68,326,190, proceeds of the secured term loan facilities
         of $100,000,000 and the proceeds of the Preferred Stock of $40,000,000
         to convert 17,396,272 shares of the Company held by the primary
         shareholder (Dennis C. Bearden) and the

                                       7
<PAGE>

         Management Owners (certain management employees of the Company)
         (collectively, the "Continuing Shareholders") and certain options into
         cash of approximately $182,580,000, and paid certain costs and expenses
         associated with the Recapitalization which totaled approximately
         $14,280,000. Of the approximately $14,280,000 of costs and expenses,
         approximately $7,982,000 was expensed and the remainder, which related
         to the Preferred Stock and the credit facility, was offset against
         proceeds or capitalized as deferred financing costs (see below). The
         purchase of 545,146 options to purchase shares of common stock from
         employees for $4,479,128 resulted in a compensation charge of
         $4,091,633.

3.  Income Taxes

         The Company follows the asset and liability method of accounting for
income taxes. Under this method, deferred income tax assets and liabilities are
determined based on differences between the financial statement basis and income
tax basis of assets and liabilities using enacted tax rates in effect for the
year in which the differences are expected to reverse.

         The Company's interim provisions for income taxes were computed using
its estimated effective tax rate for the year.

4.  Stockholders' Equity

         Effective January 14, 2000, the Company repurchased 97,727 shares of
common stock from a stockholder for $586,362. These shares have been placed in
treasury.

         On July 1, 1997, the Company granted 620,033 non-qualified, fully
vested stock options to purchase common stock, with an exercise price of $1.74
per common share and with an expiration date of three years after the date of
grant. On July 11, 1997, the Company granted 322,095 non-qualified, fully vested
stock options to purchase common stock, with an exercise price of $3.04 per
common share and with an expiration date of three years after the date of grant.
All of the outstanding options under this plan were exercised on July 1, 2000.

         On July 1, 2000, certain employees exercised options issued by the
Company on July 1, 1997, to purchase 147,389 shares of common stock for an
exercise price of $1.74 per share. Richard Penick exercised options to purchase
34,510 shares of common stock and received a loan from the Company in the amount
of $60,047 to pay the exercise price for the options. The loan bears interest at
0% and has a term of nine months.

         In connection with the Recapitalization, the Company adopted the 1998
Nonqualified Stock Option Plan, pursuant to which options may be granted to
eligible employees of the Company for the purchase of an aggregate of 1,642,500
shares of common stock of the Company. The Nonqualified Stock Option Plan is
administered by the Board of Directors. On July 9, 1998, the Company granted
692,000 non-qualified stock options to purchase common stock with an exercise
price of $10.00 per common share with an expiration date of seven years after
the date of grant. The stock options granted become exercisable over a four-year
period based on the Company meeting certain financial goals each year or on a
cumulative basis over the four-year period as set forth in the stock option
agreement.

         In connection with the Recapitalization, the Company granted to a new
director of the Company 50,000 non-qualified stock options to purchase common
stock of the Company. The stock options have an exercise price of $10.00 per
common share with an expiration of seven years after the grant date and are
fully vested and exercisable.

         In connection with the Recapitalization, the Company granted a primary
shareholder 180,000 non-qualified stock options to purchase common stock of the
Company with an exercise price of $10.00 per common share with an expiration of
seven years after the grant date. The stock options become exercisable over a
three-year period based on the Company meeting certain financial goals each year
or on a cumulative basis over the three-year period as set forth in the stock
option agreement.

         On June 15, 2000, the Company granted non-qualified options to purchase
90,900 shares of Common Stock of the Company at an exercise price of $10.00 per
share with an expiration date of seven years after the date of grant.

                                       8
<PAGE>

The stock options vest over a three year period, with the first vesting date
occurring on July 9, 2000 and all options vesting in full on July 9, 2002.

5.  Preferred Stock

         As part of the Recapitalization, the Company sold $40.0 million of 13
1/4% Senior Exchangeable PIK (Payment-in-kind) Preferred Stock of which $12.0
million was sold to affiliates of the Company. The preferred stock is due in
2010 with an aggregate liquidation preference of $40.0 million or $100 per
share. Dividends are payable semi-annually in cash, except that on each dividend
payment date on or prior to July 1, 2003, dividends may be paid, at the
Company's option, by issuance of additional shares of preferred stock. The
Company's credit facility currently prohibits the payment of cash dividends on
the preferred stock. The preferred stock is subject to mandatory redemption at
its liquidation preference, plus accumulated and unpaid dividends, on July 1,
2010. The Company may redeem the preferred stock in accordance with certain
redemption provisions at a date earlier than July 1, 2010. If the Company elects
to redeem the preferred stock on or before July 1, 2003 the redemption price
will be 113.25% of the liquidation preference price of $100 per share. Holders
of preferred stock have no voting rights. Since January 1, 1999, the Company has
issued 146,501 shares of additional preferred stock as payment-in-kind for
dividends on the Company's existing preferred stock.

         At any time, the Company may, at its option, exchange all of the shares
of preferred stock then outstanding for exchange debentures in a principal
amount equal to the liquidation preference of the shares being exchanged. The
exchange debentures would have interest of 13 1/4% and would be due in 2010. The
Company's credit facility currently prohibits the Company from exchanging the
preferred stock. The Company incurred $2,803,000 of costs as part of the sale of
the preferred stock which has been offset against the proceeds. For the three
months ended March 31, 2001 the Company has accreted $50,102 to retained
earnings as part of dividends accrued.

         In September 2000, the Company repurchased 51,573 shares of its
redeemable exchangeable preferred stock for $3,906,655.

6.  Credit Facility

         On July 8, 1998, as part of the Recapitalization, the Company entered
into a credit facility, providing for $100.0 million of secured term loan
facilities and a $25.0 million revolving loan facility (the "Revolving Credit
Facility"). The term loan facility consists of a $40.0 million Tranche A Term
Facility and a $60.0 million Tranche B Term Facility (collectively called the
"Term Loan Facility"). The Term Loan Facility will amortize over a five-year
period for the Tranche A Term Facility and a seven-year period for the Tranche B
Term Facility, and the Revolving Credit Facility will mature on July 8, 2003.
The interest rate under the Credit Facility is variable and based, at the option
of the Company, upon either a Eurodollar rate plus 2.5% (for the Revolving
Credit Facility and the Tranche A Term Facility) and 2.75% (for the Tranche B
Term Facility) per annum or a base rate plus 1.5% (for the Revolving Credit
Facility and the Tranche A Term Facility) and 1.75% (for the Tranche B Term
Facility) per annum. If the Company achieves certain performance goals, rates
under the Tranche A Term Facility, the Revolving Credit Facility and the
Revolving Credit Facility commitment fee (described in the following sentence)
will be reduced. A commitment fee of 0.5% per annum will be charged on the
unused portion of the new Revolving Credit Facility.

         The credit facility contains certain non-financial and financial
covenants. The Company incurred $4,552,000 of costs as part of obtaining the
credit facility which have been recorded as deferred financing costs. The
Company amortizes the costs over the average life of the credit facility. For
the three-month period ended March 31, 2001 the Company recognized amortization
expense of $195,580.

         Effective September 30, 1998, the Company entered into two three-year
interest rate swap agreements to reduce a portion of its interest rate exposure
on its credit facility. Under the terms of the first agreement, the Company pays
8.81% on notional principal of $29,925,000 and receives LIBOR plus 2.75% on the
notional balance. Under the terms

                                       9
<PAGE>

of the second agreement, the Company pays 8.54% on a notional balance of
$20,000,000, which declines to $13,000,000 in 2001, and receives LIBOR plus 2.5%
on the notional balance.

         On July 14, 2000, the credit facility was amended allowing the Company
more flexibility in meeting minimum leverage ratio, interest coverage ratio,
fixed charge ratio, and minimum EBITDA covenants thereunder.

7.  Derivative Instruments and Hedging Activities

         The Company is exposed to variability of future cash flows related to
interest rate risk on its existing long-term debt and has entered into interest
rate swap agreements to hedge their exposure.  These interest rate swap
agreements terminate on September 30, 2001.

         The Company adopted Statement of Financial Accounting Standard
("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging
Activities," on January 1, 2001. SFAS No. 133 requires that all derivatives be
recognized as either assets or liabilities and measured at fair value, and
changes in the fair value of derivatives are reported in current earnings,
unless the derivative is designated and effective as a hedge.  If the intended
use of the derivative is to hedge the exposure to changes in the fair value of
an asset, a liability or a firm commitment, then changes in the fair value of
the derivative instrument will generally be offset in the income statement by
changes in the hedged item's fair value.  However, if the intended use of the
derivative is to hedge the exposure to variability in expected future cash
flows, then changes in the fair value of the derivative instrument will
generally be reported in Other Comprehensive Income ("OCI"). The gains and
losses on the derivative instrument that are reported in OCI will be
reclassified in earnings in the periods in which earnings are impacted by the
hedged item.

         There was no impact on the Company's results of operations from the
January 1, 2001 implementation of SFAS No. 133.  The net of tax
cumulative-effect adjustment reducing OCI and stockholders' equity was
approximately $578,000 on January 1, 2001.  For the three months ended March
31, 2000, the Company recorded an unrealized net of tax gain on these cash flow
hedges of approximately $443,000.  Included in accrued expenses and
stockholders' equity (deficit) at March 31, 2001 is $135,000, net of tax of
$87,000, representing the fair value of these derivative instruments.

         For the three months ended March 31, 2001, the ineffective portion of
these cash flow hedges were not material. As of March 31, 2001, $135,000 of
after-tax deferred net losses on derivative instruments accumulated in OCI are
expected to be reclassified to earnings by September 30, 2001.

                                       10
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

         The following discussion of Century Maintenance Supply, Inc. and its
subsidiaries' (collectively, the "Company" or "Century") condensed consolidated
historical results of operations and financial condition should be read in
conjunction with the condensed consolidated financial statements of the Company
and the notes thereto included elsewhere in this Form 10-Q.

Forward Looking Statements

         This Management's Discussion and Analysis of Financial Condition and
Results of Operations contains certain "forward-looking statements" as defined
in the Private Securities Litigation Reform Act of 1995. All statements other
than statements of historical fact included in this Report, including without
limitation, certain statements under this Item 2 and the Company's condensed
financial statements and notes thereto contained elsewhere in this Report
regarding the Company's financial position, business strategy, prospects and
other related matters may constitute such forward-looking statements. Although
the Company believes that the expectations reflected in such forward-looking
statements are reasonable, it can give no assurance that such expectations will
prove to be correct. Actual results could differ materially from the Company's
expectations as a result of a number of factors, including without limitation
those set forth below and those located elsewhere in this Report and in the
Company's Registration Statement on Form S-4, as amended, effective January 21,
1999 (File Number 333-62635).

General

         Century has grown through a combination of increasing sales at its
existing distribution centers, by opening new distribution centers and through
the acquisitions of Nationwide Apartment Supply, Inc. in July 1997 (the
"Nationwide Acquisition") and Champion Blind and Drapery, Inc. in April 1999
(the "Champion Acquisition"). As part of its strategy of expanding into new
geographic markets, the Company opened 22 new distribution centers from 1994
through the quarter ended March 31, 2001. Historically, a typical center breaks
even within three years of opening, and operating margins continue to improve as
the center's revenue grows. The Nationwide Acquisition added 11 distribution
centers principally in the midwestern United States, three of which were
consolidated into existing Century centers.

The Recapitalization

         On July 8, 1998, the Company completed a recapitalization (the
"Recapitalization") pursuant to which affiliates of Freeman Spogli & Co. LLC
("FS&Co.") invested $67.5 million, a director of the Company invested $750,000,
and a third party, The Parthenon Group, invested $125,000, in cash for common
stock of the Company (the "Common Stock Investment") and certain existing
stockholders of the Company (the "Continuing Stockholders") retained common
stock with a value of $54.2 million (based on the valuation of the Company used
in the Recapitalization). As part of the Recapitalization, shares of Series A 13
1/4% Senior Exchangeable PIK Preferred Stock due 2010 of the Company (the
"Initial Preferred Stock") with an aggregate liquidation preference of $28.0
million were sold in a private placement to institutional investors. In
addition, shares of Series B 13 1/4% Senior Exchangeable Preferred Stock of the
Company with an aggregate liquidation preference of $12.0 million were sold to
FS&Co. and Dennis C. Bearden, the Company's Chief Executive Officer, in a
private placement that was consummated simultaneously with the sale of the
Initial Preferred Stock (the "Private Placement" and, together with the sale of
the Initial Preferred Stock, the "Sales of Preferred"). Immediately following
consummation of the Recapitalization, FS&Co. and the Continuing Stockholders
beneficially owned approximately 55.1% and 44.2% of the outstanding common stock
of the Company, respectively, and FS&Co. and Mr. Bearden beneficially owned
10.0% and 20.0% respectively of the outstanding preferred stock of the Company.

         On July 8, 1998, the Company entered into a credit agreement (the
"Credit Facility") providing for a $100.0 million secured term loan facility
(the "Term Loan Facility"), which was funded in connection with the consummation
of the Recapitalization, and a $25.0 million revolving loan facility (the
"Revolving Credit Facility"). The Revolving Credit Facility will be available to
the Company and its subsidiaries (i) for future working capital and general
corporate purposes, (ii) to finance certain permitted acquisitions, and (iii)
for issuing commercial and standby letters of credit.

                                       11
<PAGE>

         The sale of the Initial Preferred Stock and the Private Placement and
the application of the net proceeds from each, the payments to the Continuing
Stockholders and to option holders under the Recapitalization Agreement, the
Common Stock Investment and the related borrowings under the Credit Facility are
collectively referred to herein as the "Recapitalization."

         On February 19, 1999, the Initial Preferred Stock was exchanged for
Century's Series C 13 1/4% Senior Exchangeable PIK Preferred Stock (the
"Exchange Preferred Stock"), which was registered under the Securities Act
pursuant to Century's Registration Statement on Form S-4, as amended, effective
January 21, 1999 (File Number 333-62635).

Results of Operations

         The following tables set forth, for the periods indicated, certain
income and expense items expressed in dollars and as a percentage of the
Company's net sales.

<TABLE>
<CAPTION>
                                                                      Three Months Ended
                                                                           March 31,
                                                                  ----------------------------
                                                                      2000           2001
                                                                  -------------  -------------
                                                                          (unaudited)
                                                                    (dollars in thousands)
<S>                                                               <C>            <C>
Net sales..................................................       $     55,998   $     59,876
Cost of goods sold.........................................             40,157         43,490
                                                                  -------------  -------------
   Gross profit............................................             15,841         16,386
Selling, general and administrative expenses...............              9,831         11,198
                                                                  -------------  -------------
Operating income...........................................              6,010          5,188
Interest expense...........................................              2,396          2,202
                                                                  -------------  -------------
Income before income taxes.................................              3,614          2,986
Provision for income taxes.................................              1,374          1,161
                                                                  -------------  -------------
Net income.................................................       $      2,240   $      1,825
                                                                  =============  =============
</TABLE>

                                       12
<PAGE>

<TABLE>
<CAPTION>
                                                                         Three Months Ended
                                                                             March 31,
                                                                  ------------------------------
                                                                       2000              2001
                                                                  -------------     ------------
                                                                            (unaudited)
<S>                                                               <C>               <C>
Net sales...................................................             100.0%           100.0%
Cost of goods sold..........................................              71.7             72.6
                                                                  ------------      -----------
  Gross profit..............................................              28.3             27.4
Selling, general and administrative expenses................              17.6             18.8
                                                                  ------------      -----------
Operating income............................................              10.7              8.6
Interest expense............................................               4.2              3.7
                                                                  ------------      -----------
Income before income taxes..................................               6.5              4.9
Provision for income taxes..................................               2.5              1.9
                                                                  ------------      -----------
Net income..................................................               4.0%             3.0%
                                                                  ============      ===========
</TABLE>

Three Months Ended March 31, 2001 Compared to Three Months Ended March 31, 2000

         Net sales for the quarter ended March 31, 2001 were $59.9 million, an
increase of $3.9 million or 6.9% over the quarter ended March 31, 2000. This
increase in net sales was primarily due to comparable center growth of 6.6% and
the opening of a new distribution center in Salt Lake City. The Company believes
that the First Quarter Sales were negatively impacted by unseasonably mild
weather in certain markets.

         The Company's gross profit for the quarter ended March 31, 2001 was
$16.4 million, an increase of $0.5 million or 3.4% over the quarter ended March
31, 2000 primarily due to the increase in net sales discussed above. As a
percentage of net sales, the Company's gross profit decreased to 27.4% for the
quarter ended March 31, 2001 from 28.3% for the quarter ended March 31, 2000
primarily due to an increase in payroll and related expenses.

         Selling, general and administrative expense, consisting primarily of
payroll, occupancy and vehicle expenses, totaled $11.2 million for the quarter
ended March 31, 2001, an increase of $1.4 million or 13.9% over the quarter
ended March 31, 2000. As a percentage of net sales, selling, general and
administrative expense increased to 18.8% for the quarter ended March 31, 2001
from 17.6% in the quarter ended March 31, 2000. This increase was primarily
due to an increase in payroll and related expenses. These payroll increases were
primarily due to increase staffing in the credit department, certain MIS
expenditures and new sales and marketing initiatives.

         Interest expense for the quarter ended March 31, 2001 was $2.2 million,
a decrease of $0.2 million or 8.1% from the quarter ended March 31, 2000,
primarily due to a decrease in market interest rates and the decreased
outstanding balance owed on the Company's Credit Facility.

Liquidity and Capital Resources

         The Company's primary capital requirements have been the funding of its
continued distribution center expansion program, inventory requirements and the
development and implementation of customized information systems. From 1994 to
the quarter ended March 31, 2001 the Company opened 22 new distribution centers.
The Company has financed its growth through a combination of internally
generated funds and borrowings.

                                       13
<PAGE>

         In the first three months of 2001, net cash provided by operating
activities was $4.7 million, increasing from $1.3 million of net cash used in
the first three months of 2000. Net cash used by investing activities in the
first three months of 2001 was $0.2 million, decreasing slightly from $0.3
million of net cash used in the first three months of 2000 and was due to a
decrease in capital expenditures. Net cash used in financing activities in the
first three months of 2001 was $4.6 million, decreasing from net cash used of
$1.7 million in the first three months of 2000 primarily due to the reduction of
the revolving credit facility and long term debt.

         The Company currently anticipates that its capital expenditures,
excluding potential acquisitions, for 2001 and 2002 will be approximately $2.0
million for each year. Inventories were $38.0 million as of March 31, 2001 and
$37.5 million at December 31, 2000. In order to meet the needs of its customers,
the Company must maintain inventories sufficient to permit same day or next day
filling of most orders. The Company anticipates that its inventory levels will
continue to increase primarily to support higher sales volumes and new center
openings. Trade accounts receivable, net of allowances were $28.8 million at
March 31, 2001 and $28.7 million at December 31, 2000. The Company generally
offers 30-day credit terms to its customers. The Company's working capital
requirements are typically higher in the second and third quarters to meet
seasonal demand. This is due primarily to the fact that more people move during
the summer months when school is out, causing apartment managers to purchase
more supplies to make apartments ready for new occupants. Also, hot summer
months translate into a higher volume of HVAC sales due to the need for air
conditioning parts.

         The Company has outstanding indebtedness consisting of borrowings of
$86.1 million under the Term Loan Facility. The Company has access to a total of
$25.0 million through the Revolving Credit Facility. As of May 10, 2001, the
Company had $5.5 million outstanding borrowings under the Revolving Credit
Facility. The Tranche A Term Facility will mature on July 8, 2003 and the
Tranche B Term Facility will mature on July 8, 2005. Annual required principal
payments on the Term Loan Facility are $8.2 million, $13.6 million, $18.8
million, $28.5 million and $17.0 million over the next five years. The Revolving
Credit Facility will mature on July 8, 2003. The interest rate under the Credit
Facility is variable and based, at the option of the Company, upon either a
Eurodollar rate plus 2.5% (for the Revolving Credit Facility and the Tranche A
Term Facility) and 2.75% (for the Tranche B Term Facility) per annum or a base
rate plus 1.5% (for the Revolving Credit Facility and the Tranche A Term
Facility) and 1.75% (for the Tranche B Term Facility) per annum. If the Company
achieves certain performance goals, rates under the Tranche A Term Facility ,
the Revolving Credit Facility and the Revolving Credit Facility commitment fee
(described below) will be reduced in increments as agreed. The Company also
covenanted to enter into specified interest rate protection arrangements,
including interest rate swaps, to reduce the Company's exposure to fluctuations
in the rates of interest payable under the Credit Facility. In mid-July 1998,
the Company entered into such interest rate swap transactions with respect to
$50.0 million of borrowings under the Term Loan Facility, which became effective
September 30, 1998. At May 10, 2001 the interest rate for the Revolving Credit
Facility was 8.75%, the Tranche A Facility ranges from 6.625% to 6.75% and the
Tranche B Facility ranges from 7.125% to 7.25%. The interest rate for the
portion of the Term Loan Facility under the interest rate swap is 8.54% for
$13.875 million under the Tranche A Facility and 8.81% for $29.9 million under
the Tranche B Facility. A commitment fee of 0.5% per annum will be charged on
the unused portion of the Credit Facility. The loans under the Credit Facility
are collateralized by a first priority security interest in substantially all
tangible and intangible assets of the Company and its subsidiaries (including
the capital stock of the subsidiaries).

         Borrowings under the Credit Facility are required to be prepaid with
(a) 75% (or 50% upon satisfaction of a debt to adjusted EBITDA ratio) of the
Company's Excess Cash Flow, (b) 100% of the net proceeds of issuances of debt
obligations of the Company and its subsidiaries, (c) 100% of the net cash
proceeds from asset dispositions of the Company and its subsidiaries, (d) 50% of
the net proceeds of issuances of equity of the Company and its subsidiaries,
except that if an equity issuance occurs other than as part of a Public Equity
Offering (as defined) of the Company's common stock, then 100% of the net
proceeds of such offering are required to be applied to prepay the Credit
Facility, and (e) 100% of the net proceeds from insurance recoveries over $1.0
million and condemnations, after application of such insurance recoveries or
condemnation proceeds to repair the property involved. "Excess Cash Flow," for
any period, means EBITDA (as defined) for such period, less the sum of (a)(i)
permitted capital expenditures, (ii) taxes, (iii) consolidated interest expense,
(iv) increases in Adjusted Working Capital (as defined) for such period, (v)
scheduled and mandatory payments of debts, (vi) voluntary prepayments of the
Term Loan Facility, (vii) payments in connection with purchases of the Company's
Capital Stock, (viii) cash consideration paid for certain permitted acquisitions
(but excluding cash consideration funded by a borrowing under the Revolving
Credit Facility), and (ix) cash dividends paid

                                       14
<PAGE>

on the Exchange Preferred Stock to the extent permitted by the Credit Facility,
plus the sum of: (b)(i) decreases in adjusted working capital for such period,
(ii) refunds of taxes paid in prior periods, and (iii) proceeds of certain
indebtedness.

         The Credit Facility contains covenants restricting the ability of the
Company and the Company's subsidiaries to, among other things, (i) incur
additional debt, (ii) declare dividends or redeem or repurchase capital stock,
(iii) prepay, redeem or purchase debt, (iv) incur liens, (v) make loans and
investments, (vi) make capital expenditures, (vii) engage in mergers,
acquisitions and asset sales and (viii) engage in transactions with affiliates.
The Company is also required to comply with financial covenants with respect to
(a) limits on annual aggregate capital expenditures, (b) a fixed charge coverage
ratio, (c) a maximum leverage ratio, (d) a minimum EBITDA and (e) an interest
coverage ratio. On July 14, 2000, the Credit Facility was amended to provide
more flexibility in meeting the maximum leverage ratio, interest coverage ratio,
fixed charge ratio, and minimum EBITDA covenants thereunder. The Company is in
compliance, as of May 10, 2001, with the provisions of the Credit Facility.

         In connection with the Recapitalization, the Company issued 280,000
shares of its Initial Preferred Stock with an aggregate liquidation preference
of $28.0 million, and 120,000 shares of preferred stock pursuant to the Private
Placement, with an aggregate liquidation preference of $12.0 million. On
February 19, 1999, the Initial Preferred Stock was exchanged for the Company's
Series C 13 1/4% Senior Exchangeable PIK Preferred Stock due 2010 which has been
registered under the Securities Act pursuant to the Company's Registration
Statement on Form S-4, as amended, effective January 21, 1999 (File Number 333-
62635). At the election of the Company, dividends on the Exchange Preferred
Stock may be paid in kind until July 1, 2003 and thereafter must be paid in
cash. Since January 1, 1999, the Company has issued 146,501 shares of additional
preferred stock as payment-in-kind for dividends on the Exchange Preferred
Stock. The Credit Facility currently prohibits the payment of cash dividends on
the Exchange Preferred Stock. The Exchange Preferred Stock is mandatorily
redeemable upon a change of control and on July 1, 2010. In September 2000, the
Company repurchased 51,573 shares of its redeemable exchangeable preferred stock
for $3,906,655.

         The Company is a holding company and relies on dividends and other
distributions from its subsidiaries as its primary source of liquidity. The
Company does not have and in the future may not have any assets other than the
capital stock of its subsidiaries. The ability of subsidiaries of the Company to
make payments to the Company when required may be restricted by law and
restricted or prohibited under the terms of the Credit Facility and future
indebtedness of the Company. No assurance can be made that subsidiaries of the
Company will be able to pay cash dividends or make other distributions to the
Company.

         The Company believes that, based on current levels of operations and
anticipated growth, its cash from operations, together with other available
sources of liquidity, including borrowings under the Revolving Credit Facility,
will be sufficient to fund its debt service obligations and implement its growth
strategy over the next 12 months.

New Accounting Standard

       The Company is exposed to variability of future cash flows related to
interest rate risk on its existing long-term debt and has entered into interest
rate swap agreements to hedge their exposure. These interest rate swap
agreements terminate on September 30, 2001.

         The Company adopted Statement of Financial Accounting Standard
("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging
Activities," on January 1, 2001, SFAS No. 133 requires that all derivatives be
recognized as either assets or liabilities and measured at fair value, and
changes in the fair value of derivatives are reported in current earnings,
unless the derivative is designated and effective as a hedge. If the intended
use of the derivative is to hedge the exposure to changes in the fair value of
an asset, a liability or a firm commitment, then changes in the fair value of
the derivative instrument will generally be offset in the income statement by
changes in the hedged item's fair value. However, if the intended use of the
derivative is to hedge the exposure to variability in expected future cash
flows, then changes in the fair value to the derivative instrument will
generally be reported in Other Comprehensive Income ("OCI"). The gains and
losses on the derivative instrument that are reported in OCI will be
reclassified in earnings in the periods in which earnings are impacted by the
hedged item.

        There was no impact on the Company's results of operations from the
January 1, 2001 implementation of SFAS No. 133. The net of tax cumulative-effect
adjustment reducing OCI and stockholder's equity was approximately $578,000 on
January 1, 2001. For the three months ended March 31, 2001, the Company recorded
an unrealized net of tax gain on these cash flow hedges of approximately
$443,000. Included in accrued expenses and stockholder's equity (deficit) at
March 31, 2001 is $135,000, net of tax of $87,000, representing the fair value
of these derivative instruments.

         For the three months ended March 31, 2001, the ineffective portion of
these cash flow hedges were not material. As of March 31, 2001, $135,000 of
after-tax deferred net losses on derivative instruments accumulated in OCI are
expected to be reclassified to earnings by September 30, 2001.

                                       15
<PAGE>

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

         There have been no material changes in the Company's market risk
exposure from that reported in the Company's 10-K for the fiscal year ended
December 31, 2000.

                                       16
<PAGE>

                          PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

     None.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

     Not applicable.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

     Not applicable.

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

     None.

ITEM 5.  OTHER INFORMATION

     None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits

     (b) Reports on Form 8-K

         None.

                                       17
<PAGE>

                                   SIGNATURE

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

                                   CENTURY MAINTENANCE SUPPLY, INC.,
                                   a Delaware corporation

May 14, 2001                  By:  /s/ Richard E. Penick
                                   --------------------------------------------
                                   Richard E. Penick
                                   Chief Financial Officer, Vice President and
                                   Assistant Secretary
                                   (Duly Authorized Officer and Principal
                                   Financial Officer)

                                       18