<PAGE>

                                   FORM 10-Q
               UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549



(MARK ONE)
      (X)      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
               THE SECURITIES EXCHANGE ACT OF 1934
               FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 1999
                                      OR
      ( )      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
               THE SECURITIES EXCHANGE ACT OF 1934
               FOR THE TRANSITION PERIOD FROM ______________ TO ___________

COMMISSION FILE NUMBER             001-12837

                              PAMECO CORPORATION
            (Exact name of registrant as specified in its charter)

             GEORGIA                                 51-0287654
     (State or other jurisdiction                    (I.R.S. employer
        of incorporation or                            identification
          organization)                                   number)

                               1000 CENTER PLACE
                              NORCROSS, GA  30093
                   (Address of principal executive offices)

                                (770)-798-0700
             (Registrant's telephone number, including area code)


          Indicate by check mark whether the registrant (1) has filed
     all reports required to be filed by Section 13 or 15(d) of the
     Securities Exchange Act of 1934 during the preceding 12 months
     (or for such shorter periods 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__
                                             -

          Number of shares outstanding of each of the issuer's classes
     of common stock, as of the latest practical date. Class A Common
     Stock, $.01 par value, 5,947,329 shares and Class B Common Stock,
     $.01 par value - 3,272,929 shares, both as of December 31, 1999.
<PAGE>

                              PAMECO CORPORATION

                                     INDEX
<TABLE>
PART I.  FINANCIAL INFORMATION
<S>                                                                        <C>
         Item 1.  Financial Statements (Unaudited)
                  Condensed Consolidated Balance Sheet-November 30, 1999
                  and February 28, 1999                                     3
                  Condensed Consolidated Statement of  Operations-Three
                  Months ended November 30, 1999 and 1998                   4
                  Condensed Consolidated Statement of Operations-Nine
                  Months ended November 30, 1999 and 1998                   4
                  Condensed Consolidated Statement of Cash Flow-Nine
                  Months ended November 30, 1999 and 1998                   5
                  Notes to Condensed Consolidated Financial Statements      6
         Item 2.  Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                       8

PART II.  OTHER INFORMATION
         Item 1.  Legal Proceedings                                         12
         Item 5.  Other Information                                         12
         Item 6.  Exhibits and Reports on Form 8-K                          12
SIGNATURES
</TABLE>

                                       2
<PAGE>

                              PAMECO CORPORATION
                     CONDENSED CONSOLIDATED BALANCE SHEET
                                (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                                  November 30,     February 28,
                                                                                                     1999             1999
                                                                                                --------------    -------------
<S>                                                                                               <C>              <C>
Assets
Current assets:
        Cash and cash equivalents                                                                    $    128         $    148
        Accounts receivable, less allowance of $ 6,006 at November 30, 1999
         and $6,210 at February 28, 1999                                                               32,961           35,507
        Inventories, net                                                                              117,205          157,621
        Prepaid expenses and other current assets                                                       1,904            4,149
                                                                                                --------------    -------------
                Total current assets                                                                  152,198          197,425
Property and equipment, net                                                                            16,068           15,694
Excess of cost over acquired net assets, net                                                           43,699           44,948
Other assets                                                                                              831              682
Deferred income tax assets                                                                             15,139           15,139
                                                                                                --------------    -------------
                Total assets                                                                         $227,935         $273,888
                                                                                                ==============    =============
Liabilities and shareholders' equity
Current liabilities:
        Accounts payable                                                                             $ 61,085         $ 68,521
        Accrued compensation and withholdings                                                           4,772            4,661
        Other accrued liabilities and expenses                                                         18,085           23,148
        Current portion of capital lease obligations and other debt                                       251            3,575
                                                                                                --------------    -------------
                Total current liabilities                                                              84,193           99,905
Long-term liabilities:
        Debt                                                                                           70,602           95,608
        Warranty reserves and other                                                                     5,725            3,675
                                                                                                --------------    -------------
                Total long-term liabilities                                                            76,327           99,283
Excess of acquired net assets over cost, net                                                            3,889            4,160
Shareholders' equity:
        Class A Common stock, $.01 par value-authorized 40,000 shares; 5,947 and 5,226
         shares issued and outstanding at November 30, 1999 and February 28, 1999, respectively            60               53
        Class B Common stock, $.01 par value-authorized 20,000 shares; 3,273 and 3,831
         shares issued and outstanding at November 30, 1999 and February 28, 1999, respectively            33               38
        Capital in excess of par value                                                                 39,514           38,965
        Retained earnings                                                                              24,722           31,884
                                                                                                --------------    -------------
                                                                                                       64,329           70,940
        Note receivable from shareholder                                                                 (400)            (400)
         Deferred compensation cost                                                                      (403)             ---
                Total shareholders' equity                                                             63,526           70,540
                                                                                                --------------    -------------
                Total liabilities and shareholders' equity                                           $227,935         $273,888
                                                                                                ==============    =============
</TABLE>

           See notes to condensed consolidated financial statements.

                                       3
<PAGE>

                              PAMECO CORPORATION


                CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                   (In thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                                      Three Months Ended                 Nine Months Ended
                                                                          November 30                        November 30
                                                                   --------------------------         -------------------------
                                                                      1999           1998               1999            1998
                                                                   -----------    -----------         ----------    -----------
<S>                                                                <C>            <C>                 <C>           <C>
Net sales                                                             $135,991       $148,068           $502,832       $503,554
Costs and expenses:
        Cost of products sold                                          103,163        112,575            388,818        383,529
        Warehousing, selling, and administrative expenses               37,382         33,267            113,392         97,889
         Severance                                                          35            ---                633            ---
         Restructuring                                                     881            ---              3,585            ---
        Amortization of excess of cost over acquired net assets            281            341                855            751
        Amortization of excess of acquired net assets over cost           (303)          (306)              (918)          (918)
                                                                   -----------    -----------         ----------    -----------
                                                                       141,439        145,877            506,365        481,251
                                                                   -----------    -----------         ----------    -----------
Operating (loss) earnings                                               (5,448)         2,191             (3,533)        22,303

Other expenses:
        Interest expense, net                                           (1,861)        (1,154)            (5,431)        (3,462)
        Discount on sale of accounts receivable                           (559)        (1,050)            (2,418)        (2,846)
        Other income/(expense), net                                       (403)           (12)              (522)            47
                                                                   -----------    -----------         ----------    -----------
(Loss ) income before income taxes                                      (8,271)           (25)           (11,904)        16,042
(Benefit) provision for income taxes                                    (3,129)          (127)            (4,742)         5,744
                                                                   -----------    -----------         ----------    -----------
Net (loss) income                                                     $ (5,142)      $    102           $ (7,162)      $ 10,298
                                                                   ===========    ===========         ==========    ===========

Basic (loss) earnings per share                                         $(0.56)      $   0.01           $  (0.78)      $   1.17
                                                                   ===========    ===========         ==========    ===========
 Basic weighted average shares outstanding                               9,216          8,818              9,170          8,780
                                                                   ===========    ===========         ==========    ===========

Diluted (loss) earnings per share                                     $  (0.56)      $   0.01           $  (0.78)      $   1.13
                                                                   ===========    ===========         ==========    ===========
 Diluted weighted average shares outstanding                             9,216          9,106              9,170          9,132
                                                                   ===========    ===========         ==========    ===========
</TABLE>
           See notes to condensed consolidated financial statements.

                                       4
<PAGE>


                              PAMECO CORPORATION
                      CONSOLIDATED STATEMENT OF CASH FLOW
                                (In thousands)
<TABLE>
<CAPTION>


                                                                                     Nine Months Ended
                                                                                        November 30
                                                                     -----------------------------------------------
                                                                            1999                          1998
                                                                     -----------------              ----------------
<S>                                                                   <C>                            <C>
Cash flows from operating activities
Net (loss) income                                                        $      (7,162)                $     10,298
Adjustments to reconcile net (loss) income to net cash provided
 by operating activities:
        Amortization of excess of cost over acquired net assets                    855                          751
        Amortization of excess of acquired net assets over cost                   (918)                        (918)
        Depreciation                                                             2,741                        1,622
        Loss (gain) on sale of property and equipment                               52                          (52)
        Deferred compensation costs                                               (403)                         ---
        Changes in operating assets and liabilities net of
         assets acquired and liabilities assumed:
              Accounts receivable                                                2,546                       18,231
              Inventories, prepaid expenses and other assets                    43,158                       (1,291)
              Accounts payable and accrued liabilities                         (11,774)                     (22,244)
                                                                     -----------------              ----------------
Net cash provided by operating activities                                       29,095                        6,397

Cash flows from investing activities
Purchases of property and equipment                                             (3,409)                      (5,939)
Proceeds from sales of property and equipment                                       23                          202
Business acquisitions                                                              ---                      (41,069)
                                                                     -----------------             -----------------
Net cash used in investing activities                                           (3,386)                     (46,806)

Cash flows from financing activities
Borrowings (repayments) on working capital facility                              3,724                      (10,034)
Borrowings on term debt                                                           ---                        51,075
Repayments on term debt                                                        (29,756)                      (1,075)
Payments on capital lease obligations and other debt                              (248)                         (93)
Proceeds from exercise of stock options and warrants                               551                          556
                                                                     -----------------             -----------------
Net cash (used in) provided by financing activities                            (25,729)                      40,429
                                                                     -----------------              ----------------
Net  (decrease) increase in cash and cash equivalents                              (20)                          20
Cash and cash equivalents at beginning of year                                     148                          142
                                                                     -----------------              ----------------
Cash and cash equivalents at end of period                               $         128                 $        162
                                                                     =================              ================
</TABLE>

                See notes to consolidated financial statements.

                                       5
<PAGE>

             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)
                               November 30, 1999

1.   BASIS OF PRESENTATION

     The accompanying unaudited Condensed Consolidated Financial Statements have
been prepared in accordance with Generally Accepted Accounting Principles for
interim financial information and with the instructions to Form 10-Q and Article
10 of Regulation S-X. Accordingly, they do not include all of the information
and footnotes required by Generally Accepted Accounting Principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three-month period ended November 30,
1999, are not necessarily indicative of the results that may be expected for the
year ending February 29, 2000. The sale of products by Pameco Corporation (the
"Company" or "Pameco") is seasonal with sales generally increasing during the
warmer months beginning in April and peaking in the months of June, July, and
August. For further information, refer to the consolidated financial statements
and footnotes thereto included in the Company's Annual Report on Form 10-K for
the year ended February 28,1999.

     The balance sheet at February 28, 1999, included herein has been derived
from the audited financial statements at that date but does not include all the
information and footnotes required by Generally Accepted Accounting Principles
for complete financial statements.

2.   INVENTORIES

     Inventories consist of goods held for resale and are stated at the lower of
cost or market. Cost is determined by the first-in, first-out method.

3.   EARNINGS PER SHARE

     The following table sets forth the computation of basic and diluted
     earnings per share (in thousands, except per share amounts):


<TABLE>
<CAPTION>
                                                                           Three Months Ended             Nine Months Ended
                                                                               November 30,                  November 30,
                                                                           1999          1998             1999         1998
                                                                         ---------     ---------        ---------    ---------
<S>                                                                   <C>            <C>             <C>           <C>
Numerator:

Net (loss) income applicable to common shareholders                      (5,142)          102           (7,162)        10,298
                                                                       ========       =======         ========       ========

Denominator:

Denominator for basic (loss) earnings per share-weighted average          9,216         8,818            9,170          8,780
 shares

Effect of dilutive securities:
      Stock Options                                                         _             288              _              352
                                                                       --------       -------         --------       --------
Denominator for diluted (loss) earnings per share-adjusted weighted-
average shares and assumed conversions                                    9,216         9,106            9,170          9,132
                                                                       ========       =======         ========       ========

Basic (loss) earnings per share                                         $ (0.56)       $ 0.01          $ (0.78)       $  1.17
                                                                       ========       =======         ========       ========

Diluted (loss) earnings per share                                       $ (0.56)       $ 0.01          $ (0.78)       $  1.13
                                                                       ========       =======         ========       ========

</TABLE>

                                       6
<PAGE>

     The computation of diluted weighted average shares for the three and nine
     months ended November 30, 1999, excludes 834,919 shares underlying stock
     options that are antidulitive based on the average market price for that
     period and also as the Company is reporting a loss. The computation of
     diluted weighted average shares for the three and nine months ended
     November 30, 1998, excludes 541,250 and 47,000 shares underlying stock
     options, respectively, that are antidilutive based on the average market
     price for that period.


4.   CONTINGENCIES

     Richtree Realty sent a demand letter seeking reimbursement for expenses
associated with ongoing environmental investigation and remediation of a portion
of property located at 730 Grand Ave., Ridgefield, Bergen County, NJ. Melchior,
Armstrong Dessau Inc., a predecessor of Pameco manufactured air conditioning
units at this property prior to selling to Richtree. They asserted a claim for
$191,159.25 in reimbursement for the environmental investigation and soils
remediation, and offered to settle in December 1999 for $150,000 and direct
assumption by Pameco of all future pit expenses. The Company believes the claim
is without merit and intends to defend vigorously.

     Two former employees allege the Company has breached the terms of an
employment agreement. Pameco has filed countersuit. This case has been removed
to the Federal District Court for the Southern District of FL. The court has set
pre-trial conference and trial dates. The Company believes the claim is without
merit and intends to defend vigorously.

     From time to time, the Company is involved in claims and legal proceedings,
which arise in the ordinary course of its business.  The Company intends to
defend vigorously all such claims and does not believe any such matters would
have a material adverse effect on the Company's results of operations or
financial condition.

5.   RESTRUCTURING

     During the quarter ended August 31, 1999, the Company began an extensive
review of its unprofitable branches. As of November 30, 1999, the Company has
determined that 43 branches are either (1) located in a market that is already
sufficiently serviced by a Pameco branch or (2) located in small markets that
the Company could not service efficiently enough to be profitable, and should be
closed. As of November 30, 1999, the Company had closed 19 of these branches.
The remaining closings should be completed by February 29, 2000.

     By closing or consolidating branches in these markets, the Company seeks
to reduce its inventory level and operating expenses, without significantly
reducing its net sales. The Company does not expect the demographics of these
markets to change significantly enough within the next several years for these
branches to become profitable.

     In connection with the closure of these branches, the Company recorded a
$4.2 million restructuring and severance charge consisting of the following
components: (1) lease and other facility expenses of $1.7 million, (2)

                                       7
<PAGE>

the write off of $549,000 of fixed assets no longer in use, (3) severance
payments of $633,000, and (4) an asset impairment charge of $1.4 million for the
write off of goodwill associated with certain branches to be closed.


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


The following table sets forth the percentage relationship of certain statement
of operations data to net sales for the periods indicated:

<TABLE>
<CAPTION>
                                                                  Three Months Ended              Nine Months Ended
                                                             -----------------------------------------------------------------
                                                                     November 30                        November 30
                                                               1999               1998             1999              1998
                                                             --------          ----------        --------         ----------
<S>                                                          <C>               <C>               <C>              <C>
Net sales                                                       100.0  %           100.0  %        100.0  %           100.0  %
     Cost of products sold                                       75.9               76.0            77.3               76.2
                                                             ---------          ----------        --------         ----------
Gross profit                                                     24.1               24.0            22.7               23.8
     Warehousing, selling, and administrative expenses           27.5               22.5            22.6               19.4
     Severance                                                    0.0                -               0.1                -
     Restructuring                                                0.6                -               0.7                -
     Amortization of excess of cost over acquired net             0.2                0.2             0.2                0.2
       assets
     Amortization of excess of acquired net assets over          (0.2)              (0.2)           (0.2)              (0.2)
       cost
                                                              --------          ----------        --------         ----------

Operating (loss) earnings                                        (4.0)               1.5            (0.7)               4.4

Other expense:
     Interest expense, net                                        1.4                0.8             1.1                0.7
     Discount on sale of accounts receivable                      0.4                0.7             0.5                0.5
     Other Income / (expense), net                                0.3                0.0             0.1                0.0
                                                              --------          ----------        --------         ----------
(Loss) income before income taxes                                (6.1)              (0.0)           (2.4)               3.2
(Benefit) Provision for income taxes                             (2.3)              (0.1)           (1.0)               1.0
                                                              --------          ----------        --------         ----------
Net(loss) income                                                 (3.8) %             0.1  %         (1.4) %             2.2  %
                                                              ========          ==========        ========         ==========
</TABLE>


RESULTS OF OPERATIONS

QUARTER ENDED NOVEMBER 30, 1999, AND QUARTER ENDED NOVEMBER 30, 1998

     Net sales for the quarter ended November 30, 1999, decreased 8.2% to $136.0
million from $148.1 million for the same period in 1998. Third quarter same
store net sales decreased 9.2% as compared to the same period in 1998. The net
sales decline cannot be attributed to any single market factor. The decline was
similar across all regions of the country and included broad product categories,
which affected a broad range of product segments and vendor lines. The decline
in net sales was due primarily to supply chain issues that affected product
availability. The Company also continued to reduce its inventory levels in an
effort to manage working capital more effectively, which adversely impacted net
sales volume. For the quarter ended November 30, 1999, working capital was
reduced by $10.0 million and long term debt was reduced by $6.6 million.

     Gross profit for the quarter ended November 30, 1999, decreased 7.6% to
$32.8 million from $35.5 million for the same period in 1998. The gross profit
percentage for the quarter ended November 30, 1999, increased to 24.1% from
24.0% for the same period in 1998. There has been a reduction in the inventory
reserves due to the Company continuously managing its inventory levels.  These
adjustments positively impacted the gross margin percentage.  Without the effect
of these adjustments, the gross profit percentage would have been 23.1% for the
three months ended November 30, 1999.

     Warehousing, selling, and administrative expenses for the quarter ended
November 30, 1999, increased 12.3% to $37.4 million from $33.3 million for the
same period in 1998. The normal operating expenses of the 15 branches acquired
since November 30, 1998, contributed approximately 48.1% of the additional
expense. Of the

                                       8
<PAGE>

remaining expenses, a significant portion is attributable to the consulting
costs associated with the Company's process of enhancing its key business
processes. Warehousing costs have also increased due to the cost of the
Company's strategic re-deployment of its inventory throughout the entire
distribution system.

     Net interest expense for the quarter ended November 30, 1999, increased
$700,000 to $1.9 million from $1.2 million for the same period in 1998,
primarily due to higher interest rates. The Company's accounts receivable
securitization borrowing program (the "Securitization Program") is recorded as a
sale of assets; therefore, approximately $36.9 million of accounts receivable
and debt are not reflected on the Company's balance sheet at November 30, 1999.
The discount on the sale of accounts receivable of $559,000 and $1.1 million for
the quarter ended November 30, 1999 and November 30, 1998, respectively, was
recorded as the "Discount on sale of accounts receivable" on the statement of
operations.

     For the quarter ended November 30, 1999, the Company recorded an income tax
benefit of $3.1 million. The Company's effective tax rate differed from the
statutory rate principally as a result of the amortization of the excess of
acquired net assets over cost (negative goodwill amortization) not being
included in taxable income.


NINE MONTHS ENDED NOVEMBER 30, 1999 AND NOVEMBER 30, 1998

     Net sales for the nine months ended November 30, 1999, remained flat at
$502.8 million as compared to $503.6 million for the same period in 1998. For
the nine months ended November 30, 1999, same store net sales decreased 5.1% as
compared to the same period in 1998. The decline in same store net sales cannot
be attributed to any single market factor. The decline was similar across all
regions of the country and included broad product categories, which affected a
broad range of product segments and vendor lines. The decline in net sales was
due primarily to supply chain issues that affected product availability. The
Company also continued to reduce its inventory levels in an effort to manage
working capital more effectively, which adversely impacted net sales volume. For
the nine months ended November 30, 1999, working capital was reduced by $29.5
million and long term debt was reduced by $25.0 million.

     Gross profit for the nine months ended November 30, 1999, decreased 5.0% to
$114.0 million from $120.0 million for the same period in 1998. The gross profit
percentage for the nine months ended November 30, 1999, decreased to 22.7% from
23.8% for the same period in 1998. The gross profit percentage was reduced as
the Company decreased its anticipated benefits from vendor rebate programs, to
reflect the lower than anticipated purchasing levels. Without the effect of
these adjustments, the gross profit percentage would have been 23.3% for the
nine months ended November 30, 1999.

     Warehousing, selling, and administrative expenses for the nine months ended
November 30, 1999, increased 15.8% to $113.4 million from $97.9 million for the
same period in 1998. The normal operating expenses of the 32 branches acquired
since February 28, 1998, contributed approximately 53.5% of the additional
expense. Of the remaining expenses, a significant portion is attributable to the
consulting costs associated with the Company's process of enhancing its key
business processes. Warehousing costs have also increased due to the Company's
strategic re-deployment of its inventory throughout the entire distribution
system in the past nine months.

     Net interest expense for the nine months ended November 30, 1999, increased
$1.9 million to $5.4 million from $3.5 million for the same period in 1998,
primarily due to higher interest rates. The Company's accounts receivable
securitization borrowing program (the "Securitization Program") is recorded as a
sale of assets; therefore, approximately $36.9 million of accounts receivable
and debt are not reflected on the Company's balance sheet at November 30, 1999.
The discount on the sale of accounts receivable of $2.4 million and $2.8 million
for the nine months ended November 30, 1999, and November 30, 1998,
respectively, was recorded as the "Discount on sale of accounts receivable" on
the statement of operations.

     For the nine months ended November 30, 1999, the Company recorded an income
tax benefit of $4.7 million. The Company's effective tax rate differed from the
statutory rate principally as a result of the amortization of the excess of
acquired net assets over cost (negative goodwill amortization) not being
included in taxable income.

                                       9
<PAGE>

RESTRUCTURING CHARGES

FOR THE YEAR ENDED FEBRUARY 28, 1999

     The Company initiated an extensive review of its branches in the quarter
ended February 28, 1999. The Company had determined that 15 branches should be
closed based on either of the following criteria: (1) The branch location was
already in a market sufficiently serviced by a Pameco branch or (2) The branch
location was in an area with limited demand. As of November 30, 1999, the
Company has closed 11 of these branches. The remaining branch closings should be
completed by February 29, 2000.

     By closing or consolidating branches in these markets, the Company seeks
to reduce its inventory level and operating expenses, without significantly
reducing its net sales. The Company does not expect the demographics of these
markets to change significantly enough within the next several years for these
branches to become profitable.

     In connection with the closure and the consolidation of these 15 branches
and the downsizing of the distribution centers, the Company recorded a $5.6
million restructuring and severance charge. The charge consisted of the
following components: (1) lease and other facility expenses of $3.0 million (2)
the write off of $35,000 of fixed assets no longer in use (3) severance payments
of $1.6 million and (4) $843,000 for the termination of the dedicated fleet
contract. The following table provides more detail describing the above
restructuring and severance charges:

<TABLE>
<CAPTION>
                                                    CASH/       RESTRUCTURING                    RESERVE BALANCE
DESCRIPTION                                        NON-CASH        CHARGE          ACTIVITY          11/30/99
----------------------------------------------------------------------------------------------------------------
                                                                (IN THOUSANDS)
<S>                                                <C>          <C>                <C>           <C>
Branches to be closed
    Lease                                              Cash              (494)          186                 (308)
    Severance                                          Cash               (25)            8                  (17)
    Fixed asset write-off                          Non-Cash               (35)           12                  (23)
    Utilities                                          Cash               (61)            2                  (59)
    Other                                              Cash               (70)          148                   78
                                                           -----------------------------------------------------
Total-Branches                                                           (685)          356                 (329)
Distribution Centers to be closed
    Lease                                              Cash            (1,953)           34               (1,919)
    Severance                                          Cash               (91)            -                  (91)
    Utilities                                          Cash              (229)            -                 (229)
    Other                                              Cash              (224)            -                 (224)
                                                           -----------------------------------------------------
Total-Distribution Centers                                             (2,497)           34               (2,463)

Severance-Executives                                   Cash            (1,532)          510               (1,022)
Termination of dedicated fleet contract                Cash              (843)            -                 (843)
----------------------------------------------------------------------------------------------------------------
Grand Total                                                            (5,557)          900               (4,657)
                                                           =====================================================
</TABLE>

     The majority of the cash expenditures related to branch closures, excluding
lease commitments, are anticipated to be completed by February 2000. The Company
will continue to pay on certain lease commitments through 2000. To date, the
Company has paid approximately $150,000 to terminate leases.

FOR THE NINE MONTHS ENDED NOVEMBER 30, 1999

     During the quarters ended August 31, 1999, and November 30, 1999, the
Company identified 43 additional branches that met the closing criteria
mentioned above. As of November 30, 1999, the Company had closed 19 of these
branches. The remaining closings should be completed by August, 2000.

                                       10
<PAGE>

     The Company recorded a $4.2 million restructuring and severance charge that
can be attributed to the additional 43 branches to be closed. These charges
consisted of the following components: (1) lease and other facility expenses of
$1.7 million, (2) the write-off of $549,000 of fixed assets no longer in use,
(3) severance payments of $633,000, and (4) an asset impairment charge of $1.4
million for the write-off of goodwill associated with certain branches to be
closed. The table below provides supplementary data pertaining to the additional
$4.2 restructuring charges:

<TABLE>
<CAPTION>
                                                     CASH/     RESTRUCTURING                  RESERVE BALANCE
DESCRIPTION                                      NON-CASH        CHARGE         ACTIVITY       AT 11/30/99
------------------------------------------------------------------------------------------------------------
                                                              (IN THOUSANDS)
<S>                                              <C>           <C>              <C>           <C>
Branches to be closed
    Lease                                                 Cash         (1,277)        39             (1,238)
    Severance                                             Cash           (162)        19               (143)
    Fixed asset write-off                             Non-Cash           (549)       250               (299)
    Utilities                                             Cash           (167)         2               (165)
    Other                                                 Cash           (215)        37               (178)
Severance-Executives                                      Cash           (471)       468                 (3)
Goodwill related to branches to be closed             Non-Cash         (1,377)     1,377                  -
------------------------------------------------------------------------------------------------------------
Total                                                                  (4,218)     2,192             (2,026)
                                                                       =====================================
</TABLE>

     The majority of the cash expenditures, excluding lease commitments, are
anticipated to be completed by August 2000. The Company will continue to pay
on certain lease commitments through 2005. To date, the Company has paid
approximately $250,000 to terminate leases.

LIQUIDITY AND CAPITAL RESOURCES

     The Company's liquidity needs arise from seasonal working capital
requirements, capital expenditures, interest and principal payment obligations,
and acquisitions. The Company has historically met its liquidity and capital
investment needs with internally generated funds and borrowings under its credit
facilities (as defined below). For the nine months ended November 30, 1999, cash
provided by operating activities was $29.1 million as compared to $6.4 million
provided by operating activities for the nine months ended November 30, 1998.
Net cash used in investing activities was $3.4 million for the nine months ended
November 30, 1999, as compared to $46.8 million for the nine months ended
November 30, 1998. In the nine months ended November 30, 1998, the Company
acquired the HVAC operations and related assets of Keller Supply, Inc., George
L. Johnston Co., Inc., Park Heating and Air Conditioning, Inc., Tesco
Distributors, Inc., and Climate Supply Company, Inc. for an aggregate cash price
of $41.1 million. The Company's capital expenditures, excluding acquisitions,
for the nine months ended November 30, 1999, were $3.4 million as compared to
$5.9 million for the same period in 1998. Such capital expenditures were
primarily for branch and distribution center leasehold improvements, equipment,
computer hardware, and supply chain software. Net cash used in financing
activities was $25.7 million for the nine months ended November 30, 1999, while
such activities provided $40.4 million in the nine months ended November 30,
1998.

     The Company's working capital decreased to $68.0 million at November 30,
1999, from $97.5 million at February 28, 1999.

     At November 30, 1999, the Company had a $240.0 million credit agreement
(the "Credit Agreement") with one primary institution and various participating
lenders. The Credit Agreement provided for (a) a revolving line of credit ("the
Revolver") of $90.0 million, and (b) Term Loan of $25.2 million ("Tranche B").
The Company was also party to a Securitization Program of $100.0 million. These
credit commitments (collectively, the "Credit Facilities") were increased to the
present levels on October 16, 1998. The combined $240.0 million facility bears
interest based at the commercial paper or the Eurodollar rate plus a margin as
described below.

     The Company, Pameco Securitization Corporation, Redwood Receivables
Corporation, and GECC are parties to (i) a Receivables Transfer Agreement, and
(ii) Receivables Purchasing and Servicing Agreement, and (iii) Liquidity Loan,
each dated as of April 29, 1996, (collectively the "Securitization Agreements"
or "Securitization Program") between such parties. The Securization Program is
an off-balance

                                      11
<PAGE>

issues commercial paper on the Company's behalf. The capital commitment was
$100.0 million at the beginning of the fiscal year. At November 30, 1999, and
November 30, 1998, respectively, accounts receivable of $36.9 million and $63.4
million were sold under the Securitization Program. The sale of the
aforementioned accounts receivable have been reflected as a reduction of
accounts receivable in the Company's consolidated balance sheets. The Company
maintains an allowance for doubtful accounts, based upon the expected
collectibility of all trade accounts receivable, including accounts receivable
sold by PSC. The Company has agreed to continue to service accounts receivable
transferred under the Securitization Program. The Company had no accrual for a
liability at November 30, 1999, nor November 30, 1998, for such services, as the
Company believes such cost is not significant. The borrowing rate and the margin
on the commercial paper rate for the Securitization Program at November 30,
1999, was 5.42% and 1.75%, respectively, which resulted in a total interest rate
of 7.16%.

     At November 30, 1999, the Company had borrowings of $45.9 million
outstanding under the Revolver. These borrowings are due August 6, 2003. The
borrowing rate and the margin on the Eurodollar rate for the Revolver at
November 30, 1999 was 5.41% and 2.5%, respectively, which resulted in a total
interest rate of 7.91%.

     The $7.0 million outstanding on the Tranche A term loan was repaid in full
on November 12, 1999. The Company had borrowings of $25.2 million outstanding at
November 30, 1999, on the Tranche B term loan. The Tranche B loan matures on
June 30, 2001. The borrowing rate and margin on the Eurodollar rate for the
Tranche B at November 30, 1999, was 5.5% and 4.5%, respectively, which resulted
in a total interest rate of 10.0%.

     The Company had entered into two-interest rate swap agreements to modify
the interest characteristics of a portion of its outstanding debt. The
agreements involved the exchange of amounts based on a variable interest rate
for amounts based on a fixed interest rate over the life of the agreements,
without an exchange of the notional amounts upon which the payments are based.
The Company specifically designated the interest rate swaps as hedges of debt
instruments and recognized the interest differentials as adjustments to interest
expense in the period they occurred. The differential that was paid, or
received, as a result in changing interest rates, was accrued and recognized as
an adjustment of interest expense related to the debt (the accrual accounting
method). The related amount payable to, or receivable from, counter-parties was
included in other liabilities or assets. The fair value of the swap agreements
was not recognized in the financial statements. The interest rate swap
agreements were terminated on November 8, 1999, and the resulting gain was
deferred and will be amortized to interest expense over the remaining life of
the hedged debt instrument.

     The Company's Credit Agreement facilities include restrictive covenants in
compliance with specific levels of net worth, earnings before interest, taxes,
depreciation, and amortization ("EBITDA"), senior debt leverage ratio, total
debt leverage ratio, and fixed charge coverage ratio. The negative covenants
include various limitations on indebtedness, liens, fundamental changes,
dividends, and investments.

     On October 20, 1999, the Company entered into a Seventh Amendment and
Waiver of the Credit Agreement and an Amendment No. 7 to Securitization
Agreements. These amendments require that the Company deliver daily borrowing
base reports to the lenders under the Credit Agreement and that the Company
deliver daily investment base reports to Redwood's operating agent under the
Securitization Program. The amendment of the Credit Agreement also restricts the
Company to prime rate-based interest rates for future borrowings and for
maturing eurodollar-based interest rate borrowings and requires that interest on
the prime rate-based borrowings be payable monthly in arrears. These amendments
also shorten or eliminate certain time periods previously available to the
Company to correct certain types of defaults (in the case of the Credit
Agreement) or termination events (in the case of the Securitization Program).
These amendments require that the Company comply on a daily basis with the
requirements of the Credit Agreement and the Securitization Program, and in
addition provide its lenders daily inventory reports, and provide Redwood's
operating agent daily accounts receivable reports. These amendments require that
the Company release the lenders under the Credit Agreement, Redwood and its
agents under the Securitization Program, from any and all liabilities, claims,
suits, debts, causes of action and the like, which the Company may have, or
claim to have, against any such person arising on, or prior to, the date of
these amendments. The amendment of the Securitization Program also eliminates
the requirement that Redwood's operating agent give the Company 30 days prior
notice of such operating agent's imposition of other criteria and requirements
for the

                                       12
<PAGE>

eligibility of receivables to be included in the investment base for the
Securitization Program. The amendment of the Securitization Program also
requires that the Company cure, on a same-day basis, any borrowing base
deficiencies which may exist under the Securitization Program (previously the
Company was required to cure such conditions by the next business day). The
amendment of the Securitization Program also requires that at least one of PSC's
independent directors be a representative of a nationally-recognized
independent firm acceptable to Redwood's operating agent. In connection with the
amendment of the Securitization Program, the Company and PSC agreed that Redwood
has the option, upon five business days prior notice, to give PSC all
receivables transferred under the Securitization Program at a purchase price
equal to 100% of Redwood's capital investment in such receivables. Additionally
Redwood would receive the accrued yield on such investment and any breakage
costs payable under the Securitization Program. PSC's put obligation is
contingent upon PSC obtaining financing on terms no less favorable to PSC than
those under the Credit Agreement.

Subsequent Event

     On December 30, 1999, the Company borrowed $7.5 million principal amount
from Quilvest American Equity Ltd. ("Quilvest"), evidenced by a promissory note
(the "Quilvest Promissory Note").

     Interest on the Quilvest Promissory Note accrues at an annual rate equal to
the LIBOR Rate in effect for such period plus 700 basis points, of which (a) 500
basis points is payable in cash, and (b) 200 basis points are payable by
capitalizing such interest and adding such capitalized amount to the outstanding
principal amount. Additional interest and late charges are payable in the event
of late payment or default. The outstanding principle balance is due on August
31, 2003.

     In connection with the Quilvest Promissory Note, the Company and Quilvest
entered into a Security Agreement, pursuant to which the Company granted to
Quilvest a security interest in certain property in which the Company has or
will acquire any right, title and interest. In addition, in connection with the
Quilvest Promissory Note, the Company, Quilvest and GECC (as collateral agent)
entered into a Pledge Agreement, pursuant to which the Company pledged certain
shares of capital stock of a Pameco subsidiary to secure obligations under the
Quilvest Promissory Note. Amounts owing under the Quilvest Promissory Note, and
Quilvest's security interests under the Security Agreement and the Pledge
Agreement, are subordinate of amounts owing to, and security interests held by,
General Electric Credit Corporation ("GECC") under various agreements between
GECC, the Company, and its affiliates.

     On December 30, 1999, the Company entered into an amendment to the
Securitization Agreements ("Securitization Agreements Amendment No. 8") and an
amendment to the Credit Agreement ("Credit Agreement Amendment No. 8")
(collectively, "Eighth Amendments").

     Pursuant to Amendment No. 8 to the Credit Agreement, certain past defaults
were waived and certain modifications of the Securitization Agreements were
adopted on a going-forward basis. Such amendments include the replacement of the
covenant providing that the Company's EBIDTA for the preceding twelve
consecutive fiscal months not fall below $7,800,000 with a requirement that for
the fiscal quarter ending November 30, 1999, EBIDTA shall not fall below
$(800,000); for the fiscal quarter ending February 29, 2000, EBIDTA shall not
fall below $17,246,000; and for each fiscal quarter thereafter, EBIDTA shall not
fall below $20,000,000.

     The Company, GECC, and the lenders party to the Credit Agreement entered
into the Eighth Amendment, Consent, and Waiver, dated as of December 30, 1999,
to the Credit Agreement pursuant to which certain past defaults were waived and
certain modifications of the Credit Agreement were adopted on a going-forward
basis. Such amendments include (i) a decrease of the borrowing base under the
Credit Agreement from "the lesser of (a) $90.0 million and (b) 50% of eligible
inventory" (subject to the provisions and definitions therein) to "an amount
equal to the lesser of (a) $60.0 million and (b) 50% of eligible inventory less
certain Reserves in effect from time to time" (subject to the provisions and
definitions therein); (ii) an amendment to the revolving credit commitments

                                       13
<PAGE>

which had originally provided that the loans made by a revolving credit lender
would not exceed the amount equal to such revolving credit lender's commitment
percentage of the lesser of (x) $90.0 million and (y) the borrowing base then in
effect, minus such certain other commitment percentages, by changing $90.0
million to $60.0 million; (iii) modification of the covenant providing that the
Company's EBIDTA for the preceding twelve consecutive fiscal months not fall
below certain levels with a requirement that for the fiscal quarter ending
November 30, 1999, EBIDTA shall not fall below $(800,000) (formerly
$18,724,000); for the fiscal month ending December 31, 1999, EBIDTA shall not
fall below ($9,000,000) (formerly $17,659,000); and for the for the fiscal month
ending January 31, 2000, EBIDTA shall not fall below ($14,500,000) (formerly
$17,936,000) and (iii) GECC and the lenders pursuant to the Credit Agreement
consented to the $7,500,000 loan made by Quilvest to the Company under the
Quilvest Promissory Note.

     The Credit Agreement Amendment also contains terms relating to the new
Tranche C Term Loans and includes: (i) commitments from four lenders making
Tranche C Term Loans total $17.5 million, with such commitments expiring
February 29, 2000; (ii) terms for interest on such notes at the prime rate plus
5.00%; (iii) a covenant providing that until January 31, 2000, the outstanding
aggregate principal amount of Tranche C Term Loans shall not exceed $7,500,000;
(iv) provisions for the Company to borrow one time under the Tranche C Term
Loans during each of the following periods: (x) from and including January 1,
2000, to and including January 31, 2000; and (y) from and including February 1,
2000, to and including February 29, 2000, ("Final Tranche C Borrowing") (subject
to certain conditions); (v) certain conditions must be met before the Tranche C
Term Loan lenders are required to make any Tranche C Term Loans, including
receipt by GECC of certain fees and certain documents evidencing the terms of a
transaction with private equity investor involved in discussions with the
Company regarding a possible equity investment in form satisfactory to GECC;
(vi) certain conditions must be met before the Tranche C Term Loan lenders are
required to make their Final Tranche C Term Loans, which conditions include a
private equity investor involved in discussions with the Company regarding a
possible equity investment funding or agreeing to fund at least $20.0 million
into an escrow account for the purpose of purchasing shares of the Company's
preferred stock and the Company's representation that it has received
commitments to receive net cash proceeds of at least $25.0 million in
subordinated debt (other than the loan from Quilvest) by February 29, 2000;
(vii) a provision that the Tranche C Term Loan of each Tranche C Term Loan
lender shall mature and be payable, in one installment, on February 29, 2000;
(viii) new events of default include the sum of the principle balance of GECC's
capital investment under the Securitization Agreements and the Company's
obligations under the Credit Agreement exceed (x) $110.0 million for the period
beginning on the effective date of the Credit Agreement Amendment's effective
date until and including January 1, 1999, and (y) $112.5 million for the period
beginning on January 1, 2000, and thereafter, and (ix) a provision that if the
conditions precedent to Final Tranche C Borrowing have not been met or certain
term loans have not been paid in full, in either case, on or before February 29,
2000, the Company must pay GECC a deferral fee in the amount of $1.0 million,
subject to certain exceptions.

     On January 19, 2000, the Company entered into a Ninth Amendment and Waiver
to the Credit Agreement and Amendment No. 9 to Securitization Agreements. These
amendments lowered certain of the financial covenants applicable to the Credit
Agreement and Securitization Program.

     The Company is in final negotiations regarding new private equity
financing. Proceeds would be used to reduce outstanding senior debt, repay
outstanding payables and provide working capital. Simultaneously, the Company is
finalizing discussions with a bank group regarding the refinancing of its credit
facility.

     Without the above mentioned equity infusion, management cannot assure that
the Company has adequate resources and liquidity to meet its borrowing
obligations, fund all required capital expenditures, and pursue its business
strategy for existing operations through February 29, 2000.

SEASONALITY

     The sale of products by the Company is seasonal. Sales generally increase
during the warmer months beginning in April and peak in the months of June,
July, and August.

YEAR 2000

     The Company utilizes computer systems and software affected by the Year
2000 issue. Many computer programs were originally designed to utilize two
digits instead of four to define the applicable year. As a

                                       14
<PAGE>

result, a computer program might recognize a date using "00" as the year 1900
rather than 2000 which could cause system failures or miscalculations. Year 2000
issues could adversely affect the Company's operations.

     The Company implemented its Year 2000 project in four phases. During Phase
I, Millennium Impact Analysis, the Company reviewed all its business segments
for Year 2000 issues. The Company categorized all of its hardware, software, and
other equipment as compliant, non-compliant, or as requiring research. The
Company also surveyed its largest customers and most critical suppliers.
Moreover, the most critical suppliers were contacted individually to determine
their Year 2000 compliance status. As a part of Phase II, Project Tactical
Planning, a project budget and work plan for achieving Year 2000 compliance were
developed. The majority of the work plan was devoted to replacing the non-
compliant supply chain and financial management systems. Replacing non-compliant
point of sale ("POS") systems and telephone systems were also identified as
major tasks. Phase III, Conversion and System Training, was completed with the
implementation of the new enterprise software in 1998 and the completion of POS
system upgrades at the end of September 1999. In the final phase, Phase IV, Year
2000 Simulation and Deployment, the Company performed simulation testing to
confirm that all production systems will be compliant into the next millennium.

     By replacing the supply chain and financial management systems and
software, the Company positions itself to respond more efficiently to the needs
of its customers. The Company believes that the new system is Year 2000
compliant. For the Company's operations to continue uninterrupted, certain key
third parties, such as banks, customers, and vendors, must resolve all the Year
2000 issues affecting them. Previously, the Company mailed surveys to these key
third parties. As of this date, all responses have indicated that these parties
will be Year 2000 compliant. The Company will continue to monitor the status of
key third parties.

     Since the Company chose primarily to replace its main operating system to
improve customer service, the costs associated with this implementation are not
considered Year 2000 related costs. This project was completed at a cost of
$308,000. The Company replaced non-compliant telephone systems, security
systems, and office equipment at a cost of about $50,000. These replacements
were completed in November 1999. The costs for the replacement of these systems
were funded through the Revolver. The Company capitalized these costs as they
were incurred. The Company did not materially defer any other projects in order
to achieve Year 2000 compliance.

     In the worst case scenario, several of the Company's branches could be
without basic utility services for an extended period of time. The Company could
also suffer unanticipated hardware or software failures. As a result, the
Company may not be able to timely provide reliable data to management. The
Company is also concerned that a number of its key suppliers might not be in
compliance with Year 2000 requirements as of January 1, 2000. If any one of the
financial institutions with whom the Company transacts business is non-
compliant, the Company's ability to borrow funds, process customer receipts and
vendor payments, and successfully complete other transactions may be adversely
affected. The Company developed contingency plans that would allow it to
continue its operations even if such a disruption to vital services were to
occur. In particular, the Company developed procedures to process transactions
manually in the event of the loss of power at any of its locations. As other
potential risk areas become apparent, the Company intends to develop alternative
solutions. However, if the Company, its vendors, or its customers are unable to
resolve their significant Year 2000 issues, it could result in a material
financial risk.

     As of this date, the Company has experienced no material Year 2000 related
failures. This includes both the Company's internal hardware and software
systems and the basic utility services of its providers. The Company is also not
aware of any Year 2000 related problems at any of its customers or critical
suppliers that could adversely affect its business operations. The Company will
continue to monitor its own systems and its business partners to identify and
address any potential risk situation related to the Year 2000.

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

                                       15
<PAGE>

     See Note 4 to the Condensed Consolidated Financial Statements (Unaudited)
contained in Part I of this Report.

Item 6.  Exhibits and Reports on Form 8-K

         Certain portions of Exhibit 10.14J have been omitted from such exhibit
         and omissions are indicated by a "*". The Company has requested from
         the Securities and Exchange Commission confidential treatment for such
         portions.

         (a)   Exhibits

         (b)   Reports on Form 8-K

               None




                                  SIGNATURES

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

                                        PAMECO CORPORATION
                                        ------------------
                                        (Registrant)


                                   By:  /s/ Mark S. Sellers
                                        -------------------
                                        Mark S. Sellers
                                        Chief Financial Officer

January 19, 2000                        (Sellers has been duly authorized
                                        to sign on behalf of the registrant)

                                       16
<PAGE>

                                 Exhibit Index

    Exhibit No.            Exhibit
    -----------            -------

                    Certain portions of Exhibit 10.14J have been omitted from
                    such exhibit and omissions are indicated by a "*". The
                    Company has requested from the Securities and Exchange
                    Commission confidential treatment for such portions.

     EX-10.14J      Eighth Amendment Consent and Waiver to the Amended and
                    Restated Credit Agreement dated December 30, 1999

     EX-10.19F      Amendment No. 8 to Securitization Agreements, dated
                    December 30, 1999

     EX-10.29       Tranche C Term Note between Pameco Corporation and General
                    Electric Capital Corporation

     EX-10.30       Tranche C Term Note between Pameco Corporation and Wachovia
                    Bank, N.A.

     EX-10.31       Tranche C Term Note between Pameco Corporation and Bank of
                    America, N.A.

     EX-10.32       Tranche C Term Note between Pameco Corporation and Suntrust
                    Bank

     EX-10.33       Security Agreement between Pameco Corporation and Quilvest
                    American Equity LTD, dated as of December 30, 1999

     EX-10.34       Subordination and Intercreditor Agreement, entered into as
                    of December 30, 1999

     EX-27          Financial Data Schedule (for SEC use only)

     EX-99          Acknowledgment and Consent in favor of General Electric
                    Capital Corporation

                                       17