<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    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 transition period from _______________ to ________________

                        COMMISSION FILE NUMBER 333-43335

                                  AIRXCEL, INC.
             (Exact name of Registrant as specified in its charter)

                       Delaware                     48-1071795
           (State or other jurisdiction of       (I.R.S. Employer
            incorporation or organization)    Identification Number)

                 3050 North Saint Francis, Wichita, Kansas 67219
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (316) 832-3400
              (Registrant's telephone number, including area code)

                                 Not applicable
              (Former name, former address and former fiscal year,
                          if changed, since last year)

         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 XX   NO ______


                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

                1,000 shares of Common Stock as of March 31, 2001


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                         PART 1 - FINANCIAL INFORMATION
                          ITEM 1. FINANCIAL STATEMENTS

                                  AIRXCEL, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)



<TABLE>
<CAPTION>
                                                                          March 31, 2001         December 31, 2000
                                                                          --------------         -----------------
                                                                           (Unaudited)               (Note 1)
<S>                                                                    <C>                    <C>
ASSETS
Current Assets:
   Cash and cash equivalents                                           $              221     $                 172
   Accounts receivable, net                                                        17,547                    14,728
   Inventories                                                                     26,319                    26,524
   Other current assets                                                             2,450                     3,703
                                                                       ------------------     ---------------------
       Total current assets                                                        46,537                    45,127
                                                                       ------------------     ---------------------
Property, plant and equipment, net                                                 17,385                    17,980
Loan financing costs, net                                                           2,703                     2,805
Non-compete agreements, net                                                          - -                         76
Other identifiable intangible assets, net                                          27,972                    28,455
Goodwill, net                                                                      22,378                    22,517
                                                                       ------------------     ---------------------
       Total assets                                                    $          116,975     $             116,960
                                                                       ==================     =====================

LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIENCY)
Current Liabilities:
   Current portion of long-term debt                                   $              141     $                 142
   Cash overdraft                                                                   2,987                       402
   Accounts payable                                                                 8,225                     9,926
   Accrued interest                                                                 3,771                     1,405
   Accrued expenses and other current liabilities                                   9,236                    14,698
                                                                       ------------------     ---------------------
       Total current liabilities                                                   24,360                    26,573
                                                                       ------------------     ---------------------
Long-term debt, net of current maturities                                         104,394                   107,196
Deferred income taxes                                                               3,710                     1,791

Minority interest                                                                     477                       509
Commitments and contingencies                                                         ---                       ---

Stockholder's equity (deficiency):
   Common Stock                                                                         1                         1
   Additional paid-in capital                                                      26,946                    26,946
   Accumulated deficit                                                            (42,913)                  (46,056)
                                                                       -------------------    ----------------------
       Total stockholder's equity (deficiency)                                    (15,966)                  (19,109)
                                                                       -------------------    ----------------------
       Total liabilities and stockholder's equity (deficiency)         $          116,975     $             116,960
                                                                       ==================     =====================
</TABLE>


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


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                                  AIRXCEL, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (IN THOUSANDS)
                                   (UNAUDITED)
                               THREE MONTHS ENDED


<TABLE>
<CAPTION>
                                                                  March 31, 2001            March 31, 2000
                                                                  --------------            --------------
<S>                                                               <C>                        <C>
Net sales                                                         $       38,072             $      47,773
Cost of sales                                                             30,050                    37,760
                                                                  --------------             -------------
     Gross profit                                                          8,022                    10,013
Selling, general and administrative expense                                4,940                     5,204
Accrued litigation (income) expense                                       (5,049)                      100
                                                                  ---------------            -------------
       Income from operations                                              8,131                     4,709
Interest expense, net                                                      3,002                     3,007
Minority interest                                                            (32)                     - -
Other expense, net                                                            12                        10
                                                                  --------------             -------------

       Income before income tax expense                                    5,149                     1,692
Income tax expense                                                         2,006                       688
                                                                  --------------             -------------

Net income                                                        $        3,143             $       1,004
                                                                  ==============             =============
</TABLE>


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


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                                  AIRXCEL, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (UNAUDITED)
                               THREE MONTHS ENDED


<TABLE>
<CAPTION>
                                                                            March 31, 2001           March 31, 2000
                                                                            --------------           --------------
<S>                                                                         <C>                      <C>
Cash flows from operating activities:
   Net income                                                                $      3,143              $      1,004
   Adjustments to reconcile net income to net cash
       provided by operating activities:
       Depreciation and amortization                                                1,521                     1,460
       Amortization of financing costs                                                107                       150
       Deferred income taxes                                                        1,919                      - -
       Provision for bad debt                                                          95                       170
       (Gain) loss on sale of fixed assets                                            (27)                        8
       Minority interest in earnings of subsidiaries                                  (32)                     - -
       Changes in assets and liabilities:
         Accounts receivable                                                       (2,919)                   (6,361)
         Inventories                                                                  205                   (540)
         Other assets                                                               1,253                      (165)
         Accounts payable                                                          (1,711)                    5,638
         Accrued expenses and other liabilities                                    (3,094)                    1,944
                                                                             -------------             ------------
           Net cash provided by operating activities                                  460                     3,308
                                                                             ------------              ------------

Cash flows from investing activities:
   Proceeds from sale of fixed assets                                                 100                      - -
   Capital expenditures                                                              (277)                   (1,002)
   Patent acquisition cost                                                             (2)                     - -
                                                                             -------------             ------------
              Net cash used in investing activities                                  (179)                   (1,002)
                                                                             -------------             -------------

Cash flows from financing activities:
   Proceeds from long-term debt                                                    33,354                    39,523
   Principal payments on long-term debt                                           (36,166)                  (43,013)
   Cash overdraft                                                                   2,585                     1,128
   Financing cost incurred                                                             (5)                     - -
                                                                             -------------             ------------
           Net cash used in financing activities                                     (232)                   (2,362)
                                                                             -------------             -------------

           Net increase (decrease) in cash and cash equivalents                        49                       (56)
  Cash and cash equivalents, beginning of period                                      172                       125
                                                                             ------------              ------------
  Cash and cash equivalents, end of period                                   $        221              $         69
                                                                             ============              ============
</TABLE>


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


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<PAGE>   5
                                  AIRXCEL, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (in thousands)

1.   BASIS OF PRESENTATION:

     The accompanying interim consolidated financial statements have not been
audited but reflect normal recurring adjustments which, in the opinion of
management, are necessary for a fair presentation of the Company's financial
position and results of operations and cash flows for the interim periods
presented. The year-end condensed balance sheet data was derived from audited
financial statements, but does not include all disclosures required by generally
accepted accounting principles. These interim financial statements should be
read in conjunction with the audited consolidated financial statements and the
notes therein for the fiscal year ended December 31, 2000 included in the
Company's Form 10-K filed with the Securities and Exchange Commission on March
7, 2001. The results of operations for any interim period are not necessarily
indicative of results for the full year or for any quarter.

2.   ORGANIZATION AND BUSINESS:

     Airxcel, Inc. (the "Company") is a wholly-owned subsidiary of Airxcel
Holdings Corporation (Holdings); formerly known as RV Holdings Corporation. The
Company is a diversified designer, manufacturer and marketer of air
conditioners, furnaces, water heaters, cooking appliances and low- voltage
compressor refrigerators for the recreation vehicle industry, and wall mount air
conditioners, ECUs and heat pumps for the heating, ventilating and air
conditioning industry in the United States, Canada and certain international
markets. The recreation vehicle industry is supplied by its RV Products
division, Suburban Manufacturing Company and Insta Freeze while the heating,
ventilating and air conditioning industry is supplied by the Marvair division.
Due to the similarities of the economic characteristics, production processes,
customers, distribution methods and regulatory environment of the company's
products, the Company is managed, operated and reported as one segment.

3.     RECLASSIFICATIONS

   The Company has made certain reclassifications to the condensed consolidated
statements of operations for the three months ended March 31, 2000 to conform to
the current year presentation.

4.   LONG-LIVED ASSETS:

   At each balance sheet date, the company assesses long-lived assets, including
intangibles for impairment by comparing the carrying value to future
undiscounted future cash flows. To the extent that there is impairment, analysis
is performed based on several criteria including revenue trends and other
operating factors to determine the impairment amount. In addition, a
determination is made by management to ascertain whether goodwill has been
impaired. If the review indicates that goodwill is not recoverable, the company
would recognize an impairment loss. Under these methods, no impairment
adjustments to goodwill, other intangibles or other long-lived assets were made
during the three months ended March 31, 2001 and 2000.


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<PAGE>   6
5.   INVENTORIES:

     Inventories, excluding that associated with discontinued operations
consists of the following:

<TABLE>
<CAPTION>
                                                               March 31, 2001                 December 31, 2000
                                                               --------------                 -----------------

<S>                                                             <C>                              <C>
           Raw Materials                                        $      11,829                    $      12,323
           Work-in-process                                             2,584                             2,343
           Finished goods                                              11,906                           11,858
                                                                -------------                    -------------
                                                                $      26,319                    $      26,524
                                                                =============                    =============
</TABLE>

6.   DEBT:

     The Company maintains a Credit Facility with a Bank which permits
borrowings at interest rates based on either the bank's base rate or LIBOR. The
total commitment under the credit facility is $31,000. Under the Credit Facility
the Company is required to maintain compliance with a fixed charge coverage
ratio and maintain a minimum effective capital balance. The credit facility is
collateralized by accounts receivable, equipment, general intangibles,
inventory, and investment property.

7.   INCOME TAXES:

     Total taxes differ from the statutory rate due primarily to nondeductible
goodwill amortization and state income taxes.

8.   CONTINGENCY:

     On July 9, 1999 the Company entered into a letter of credit totaling $1,250
which obligates the Company to make payment in the event of a default on a
contract with a customer. On September 19, 2000 the letter of credit was amended
which reduced the obligation to $100. Management does not expect any material
losses to result from this off-balance sheet instrument because performance is
not expected to be required.

9.   LITIGATION:

   On April 15, 1999, the jury in a case involving patent, trademark and trade
dress infringement, Bard Manufacturing Company et al. v. Crispaire Corporation,
No. 3:95-CV-7103 (N.D. Ohio 1998) awarded damages against Crispaire for patent
infringement in an amount of $9,000. An appeal was filed from the judgment and
has been pending. The matter has now been settled and all related legal
proceedings will be dismissed. Although the terms of the settlement are
confidential, previous accruals exceed any payments made, and there will be no
additional charges or accruals as a result of the settlement. The settlement
does not require any change in the product offerings of the company.

   The Company is a party to various other litigation matters incidental to the
conduct of its business. Management does not believe that the outcome of any of
the matters in which it is currently involved will have a material adverse
effect on the financial position, results of operations or liquidity of the
Company.


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<PAGE>   7
10.    RESTRUCTURING CHARGE:

   In November 2000, the board of directors of the Company approved a
restructuring plan designed to reduce costs and improve operating efficiencies.
The plan involved the consolidation of two manufacturing facilities and the
discontinuance of a product line. A restructuring charge relating to severance
and employee benefit costs and costs relating to the closure of the facility was
recorded at that time. At March 31, 2001 $26 of restructuring charges remained
in accrued liabilities. The balance was comprised of $12 for reduction of 56
employees and $14 for closure of the manufacturing facility.

11.    RELATED PARTY TRANSACTIONS:

   On March 5, 2001 the Company sold the inventory at carrying value and the
assets associated with a discontinued product line (Note 10) to a related party.
The purchase price of $300 was paid by a reduction in the principal amount of
the PIK Notes held by the related party.


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<PAGE>   8
       ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

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

   Net sales. Net sales decreased 20.3% from $47.8 million in 2000 to $38.1
million in 2001. Net sales in both the RV and school district industries have
decreased in comparison to the same period of 2000 which the Company believes is
a result of the adverse macroeconomic environment.

   Gross Profit. Gross profit decreased 20.0% from $10.0 million (21% of net
sales) in 2000 to $8.0 million (21% of net sales) in 2001. The decrease was
principally due to the decreased sales volume.

   Selling, general and administrative expense (including amortization of
intangible assets and computer software). Selling, general and administrative
expense decreased 5.8% from $5.2 million in 2000 (11% of net sales) to $4.9
million in 2001 (13% of net sales), primarily due to reduced commissions and
cost reductions in response to the decline in net sales.

   Accrued litigation expense. Accrued litigation expense decreased as a result
of the settlement of the litigation discussed in Note 9 of the notes to the
condensed consolidated financial statements.

   Interest expense. Interest expense remained constant at $3.0 million in 2000
as compared to the corresponding quarter of 2001.

LIQUIDITY AND CAPITAL RESOURCES

   For the three (3) months ended March 31, 2001, the Company generated $.5
million in net cash flow from operating activities compared to $3.3 million for
the comparable period in 2000, primarily as a result of increased revenues
offset by decreased accounts payable and accrued expenses and other liabilities.
The Company's principal uses of cash during the three months ended March 31,
2001 were for capital expenditures of $.3 million which reflects the normal
replacement of machinery and equipment.

   Covenants under the Company's credit facility with the bank restrict the
ability, subject to certain exceptions, to dispose of assets, incur additional
indebtedness, guarantee obligations, prepay other indebtedness or amend other
debt instruments, make distributions or pay dividends, redeem or repurchase
capital stock, create liens on assets, make acquisitions, engage in mergers or
consolidations, and change the business conducted by the Company. In addition,
the Company is required to maintain compliance with a fixed charge coverage
ratio and maintain a minimum effective capital balance.

   The Company meets its working capital, capital equipment requirements and
cash requirements with funds generated internally and funds from agreements with
a bank. Management currently expects its cash on hand, funds from operations and
borrowings available under existing credit facilities to be sufficient to cover
both short-term and long-term operating requirements.

CERTAIN IMPORTANT FACTORS

   Except for the historical financial information contained herein, this Form
10-Q contains certain


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forward-looking statements. For this purpose, any statements contained in this
Form 10-Q that are not statements of historical fact may be deemed to be
forward-looking statements. Without limiting the foregoing, words such as "may",
"will", "expect", "believe", "anticipate", "estimate", or "continue", the
negative or other variations thereof, or comparable terminology, are intended
forward-looking statements. These statements by their nature involve substantial
risks and uncertainties, and actual results may differ materially depending on a
variety of factors, including possible changes in economic conditions,
prevailing interest rates or gasoline prices, or the occurrence of unusually
severe weather conditions, that can affect both the purchase and usage of
recreational vehicles, which, in turn, affects purchases by consumers of the
products that the Company sells.


       ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

   Market risk on variable rate financial instruments: The Company maintains a
$31 million credit facility which permits borrowings at interest rates based on
either the bank's base rate or LIBOR. Increases in market interest rates would
cause interest expense to increase and earnings before income taxes to decrease.
The change in interest expense and earnings before income taxes would be
dependent upon the weighted average outstanding borrowings during the reporting
period following an increase in market interest rates. Based on the Company's
current outstanding borrowings under the credit facility at an average interest
rate of 8.8% per annum, a 1% increase in market interest rates would increase
interest expense and decrease earnings before income taxes by approximately
$140,000 annually.

   Market risk on fixed-rate financial instruments: Included in long-term debt
are $90 million of 11% Senior Subordinated Notes due 2007. Increases in market
interest rates would generally cause a decrease in the fair market value of the
Notes and a decrease in market interest rates would generally cause an increase
in fair value of the Notes.


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<PAGE>   10
                           PART 2 - OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

   On April 15, 1999, the jury in a case involving patent, trademark and trade
dress infringement, Bard Manufacturing Company et al. v. Crispaire Corporation,
No. 3:95-CV-7103 (N.D. Ohio 1998) awarded damages against Crispaire for patent
infringement in an amount of $9,000. An appeal was filed from the judgment and
has been pending. The matter has now been settled and all related legal
proceedings will be dismissed. Although the terms of the settlement are
confidential, previous accruals exceed any payments made, and there will be no
additional charges or accruals as a result of the settlement. The settlement
does not require any change in the product offerings of the company.

   The Company is a party to various other litigation matters incidental to the
conduct of its business. Management does not believe that the outcome of any of
the matters in which it is currently involved will have a material adverse
effect on the financial position, results of operations or liquidity of the
Company.



ITEM 2.    CHANGES IN SECURITIES

       N/A

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES

       N/A

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

       N/A

ITEM 5.    OTHER INFORMATION

       N/A

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

       a.  Exhibits
              None
       b.  Reports on Form 8-K
              None


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                                   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.

                                     Airxcel, Inc.

        5-7-01                       /s/ Melvin L. Adams
-------------------------------      ---------------------------------
         Date                             Melvin L. Adams
                                          President and Chief Executive Officer

        5-7-01                       /s/ Richard L. Schreck
-------------------------------      ---------------------------------
         Date                             Richard L. Schreck
                                          Secretary/Treasurer and
                                          Chief Financial Officer


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