<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A
                          (see explanatory note below)

                                 AMENDMENT NO. 1

(Mark one)
[   ]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

         For the quarterly period ended March 31, 2004

                                       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, 2004

<PAGE>

                                EXPLANATORY NOTE

The Company is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q
for the for the quarterly period ended March 31, 2004 in order to update its
disclosure regarding the Company's internal disclosure controls and procedures.
Additionally, in connection with the filing of Amendment No. 1 and pursuant to
SEC rules, the Company is including certain currently dated certifications. This
information is provided solely to comply with the obligation contained in the
indenture agreement governing the Company's Senior Subordinated Notes.

<PAGE>

                         PART 1 - FINANCIAL INFORMATION
                          ITEM 1. FINANCIAL STATEMENTS

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

<TABLE>
<CAPTION>
                                                                   March 31, 2004    December 31, 2003
                                                                   --------------    -----------------
                                                                     (Unaudited)          (Note 1)
<S>                                                                <C>               <C>
ASSETS
Current assets:
   Cash and cash equivalents                                          $    402           $     33
   Accounts receivable, net of allowances for doubtful accounts
      of $585 and $550, in 2004 and 2003, respectively                  18,220             13,472
   Inventories                                                          21,138             19,811
   Other current assets                                                  2,586              2,942
                                                                      --------           --------
       Total current assets                                             42,346             36,258
                                                                      --------           --------
Deferred income taxes                                                    1,995              2,233
Property, plant and equipment, net                                      15,586             15,906
Loan financing costs, net                                                1,465              1,583
Other identifiable intangible assets, net                                1,587              1,645
Goodwill and other indefinite lived intangible assets                   15,873             15,873
Notes receivable from Holdings                                           3,447              3,447
                                                                      --------           --------
       Total assets                                                   $ 82,299           $ 76,945
                                                                      ========           ========

LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIENCY)
Current liabilities:
   Current portion of long-term debt                                  $     68           $     64
   Cash overdraft                                                        1,364                 --
   Accounts payable                                                     11,097              7,021
   Warranty reserve                                                      2,200              2,186
   Accrued interest                                                      3,709              1,243
   Accrued payroll                                                       1,979              2,620
   Accrued expenses and other current liabilities                        2,858              3,017
                                                                      --------           --------
       Total current liabilities                                        23,275             16,151
                                                                      --------           --------
Pension liability                                                        2,100              2,394
Long-term debt, net of current portion                                  92,065             94,884

Commitments and contingencies
Stockholder's equity (deficiency):
   Common stock                                                              1                  1
   Additional paid-in capital                                           27,322             27,322
   Accumulated deficit                                                 (61,048)           (62,391)
   Accumulated other comprehensive loss                                 (1,416)            (1,416)
                                                                      --------           --------
       Total stockholder's equity (deficiency)                         (35,141)           (36,484)
                                                                      --------           --------
       Total liabilities and stockholder's equity (deficiency)        $ 82,299           $ 76,945
                                                                      ========           ========
</TABLE>

                             See accompanying notes.

<PAGE>

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

<TABLE>
<CAPTION>
                                                   March 31, 2004    March 31, 2003
                                                   --------------    --------------
<S>                                                <C>               <C>
Net sales                                             $ 43,907          $ 39,421
Cost of sales                                           34,808            31,515
                                                      --------          --------
   Gross profit                                          9,099             7,906
Selling, general and administrative expense              4,261             4,115
                                                      --------          --------
   Income from operations                                4,838             3,791
Interest expense, net                                    2,631             2,728
Other expense, net                                          26                11
                                                      --------          --------
     Income before income tax expense                    2,181             1,052
Income tax expense                                         838               408
                                                      --------          --------
Net income                                            $  1,343          $    644
                                                      ========          ========
</TABLE>

                             See accompanying notes.

<PAGE>

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

<TABLE>
<CAPTION>
                                                                   March 31, 2004    March 31, 2003
                                                                   --------------    --------------
<S>                                                                <C>               <C>
Cash flows from operating activities:
   Net income                                                         $  1,343          $    644
   Adjustments to reconcile net income to net cash
       provided by (used in) operating activities:
       Depreciation and amortization                                       759               765
       Amortization of financing costs                                     118               108
       Deferred income taxes                                               838               408
       Provision for doubtful accounts                                      16                49
       Loss on disposition of property, plant and equipment                  5                --
       Changes in operating assets and liabilities:
         Accounts receivable                                            (4,764)           (5,123)
         Inventories                                                    (1,327)             (843)
         Other assets                                                     (244)             (282)
         Accounts payable                                                4,076              (338)
         Accrued expenses and other liabilities                          1,386               959
                                                                      --------          --------
           Net cash provided by (used in) operating activities           2,206            (3,653)
                                                                      --------          --------

Cash flows from investing activities:
   Proceeds from sale of property, plant and equipment                      --                33
   Capital expenditures                                                   (374)             (155)
   Purchase of notes receivable from Holdings                               --            (3,448)
   Other                                                                   (12)               --
                                                                      --------          --------
              Net cash used in investing activities                       (386)           (3,570)
                                                                      --------          --------

Cash flows from financing activities:
   Proceeds from issuance of long-term debt                             36,276            39,657
   Principal payments on long-term debt                                (39,091)          (34,701)
   Cash overdraft                                                        1,364             2,390
   Financing costs incurred                                                 --               (92)
   Dividend to parent                                                       --                (5)
                                                                      --------          --------
           Net cash provided by (used in) financing activities          (1,451)            7,249
                                                                      --------          --------
           Net increase in cash and cash equivalents                       369                26
  Cash and cash equivalents, beginning of period                            33               179
                                                                      --------          --------
  Cash and cash equivalents, end of period                            $    402          $    205
                                                                      ========          ========
</TABLE>

                             See accompanying notes.

<PAGE>

                                  AIRXCEL, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004
                                 (in thousands)
                                   (Unaudited)

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 consolidated balance sheet data was derived
from audited financial statements, but does not include all disclosures required
by accounting principles generally accepted in the United States. 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, 2003 included in the Company's Form 10-K filed with the Securities and
Exchange Commission on March 26, 2004. The results of operations for any interim
period are not necessarily indicative of results for the full year or for any
subsequent 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
refrigeration compressors for the recreation vehicle industry, and wall mount
air conditioners, environmental control units 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 and Suburban Manufacturing Company while the heating,
ventilating and air conditioning industry is supplied by the Marvair division,
formerly Crispaire 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.

      A significant part of the Company's operations are directly dependent upon
the conditions in the highly cyclical RV industry, highly competitive
telecommunications industry and the commercial and public construction industry.
Companies within these industries, including the Company's largest customers,
are subject to volatility in operating results due to external factors such as
economic, demographic and political changes. These factors include seasonal
factors, fuel availability and fuel prices, overall consumer confidence and
general economic conditions, the level of discretionary consumer spending,
government regulation, interest rates and unemployment.

<PAGE>

3.    INVENTORIES:

      Inventory consists of the following:

<TABLE>
<CAPTION>
                   March 31, 2004    December 31, 2003
                   --------------    -----------------
<S>                <C>               <C>
Raw materials         $ 10,115           $  8,744
Work-in-process          2,153              2,013
Finished goods           8,870              9,054
                      --------           --------
                      $ 21,138           $ 19,811
                      ========           ========
</TABLE>

4.    NOTES RECEIVABLE FROM HOLDINGS:

      On February 19, 2003, the Company purchased certain notes from the holders
for an aggregate purchase price of $3,447 due from Holdings which mature
November 2008. Although the Company may determine to distribute the notes to
Holdings, subject to compliance with the Company's credit facility, senior
subordinated notes and other debt agreements, the Company does not anticipate
this will occur in the foreseeable future.

5.    WARRANTY RESERVE:

      The Company offers a one to five year warranty for its products. The
specific terms and conditions of those warranties vary depending upon the
product sold. An estimated cost of product warranty is recognized at the time
the revenue is recognized. The Company estimates the cost of its product
warranty obligation based on historical analysis of sales and warranty costs
incurred. The Company periodically assesses the adequacy of its recorded product
warranty obligation and adjusts the amounts as necessary.

Changes in the Company's product warranty liability during the period are as
follows:

<TABLE>
<CAPTION>
<S>                                                 <C>
Balance, beginning of period                        $    2,186
Warranties provided for during the period                  575
Settlements made during the period                        (572)
Changes in liability for pre-existing warranties
  during the period, including expirations                  11
                                                    ----------
Balance, end of period                              $    2,200
                                                    ==========
</TABLE>

6.    CONTINGENCY:

      On January 6, 2004, the Company entered into a letter of credit totaling
$1,210. On March 5, 2004 the Company amended an existing letter of credit to
decrease the amount to $1,064. The letters of credit obligate the Company to
make payment in the event of default on the agreements with the insurance
companies to pay workers compensation claims incurred. Management does not
expect any material losses to result from this arrangement because performance
is not expected to be required, and therefore, is of the opinion that the fair
value of these instruments is zero.

<PAGE>

7.    BENEFIT PLAN

      The components of net periodic pension benefit for the three months ended
March 31, 2004 and 2003 for Suburban Manufacturing Company Retirement Plan
("Plan 1") and the Suburban Manufacturing Company Retirement Plan for Bargaining
Employees ("Plan 2") were:

<TABLE>
<CAPTION>
                                      March 31, 2004          March 31, 2003
                                   --------------------    --------------------
                                    Plan 1      Plan 2      Plan 1      Plan 2
                                   --------    --------    --------    --------
<S>                                <C>         <C>         <C>         <C>
Service cost                       $     57    $     90    $     46    $     69
Interest cost                            69          54          63          47
Expected return on plan assets          (60)        (46)        (49)        (40)
Amortization of net loss                 25          24          16          17
Expected employee contributions          (8)        (16)         (8)        (14)
                                   --------    --------    --------    --------
Net periodic benefit cost          $     83    $    106    $     68    $     79
                                   ========    ========    ========    ========
</TABLE>

<PAGE>

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

RESULTS OF OPERATIONS

Three Months Ended March 31, 2004 Compared to Three Months Ended March 31, 2003

      Net sales. Net sales increased 11.4% from $39.4 million in 2003 to $43.9
million in 2004. The sales increase is primarily due to volume growth within the
RV industry.

      Gross Profit. Gross profit increased 15.2% from $7.9 million (20% of net
sales) in 2003 to $9.1 million (21% of net sales) in 2004. The increase was
principally due to increased sales volume and favorable changes in the product
mix.

      Selling, general and administrative expense (including amortization of
intangible assets and computer software). Selling, general and administrative
expense increased 4.9% from $4.1 million in 2003 (10% of net sales) to $4.3
million in 2004 (10% of net sales), primarily due to increased promotional
expenses due to increased marketing efforts and increased sales commissions as a
result of increased sales.

      Interest expense. Interest expense decreased 3.7% from $2.7 million in
2003 to $2.6 million in 2004 primarily due to reductions in average long term
borrowings outstanding resulting from improved operating cash flows and
decreased average interest rates on outstanding borrowings.

      Income tax expense. Income tax expense increased from $.4 million in 2003
to $.8 million in 2004 primarily due to increased gross profit as described
above.

LIQUIDITY AND CAPITAL RESOURCES

      For the three months ended March 31, 2004, the Company generated $2.2
million in net cash flow from operating activities compared to a use of cash in
operating activities of $3.7 million in the three months ended March 31, 2003.
The improvement was primarily the result of increased profitability and improved
working capital management, including increased accounts payable and accrued
expenses and other liabilities, as compared to the prior period. Capital
expenditures totaled $.4 million for three months ended March 31, 2004 compared
to $.2 million for the same period in 2003.

      On February 19, 2003, the Company purchased certain notes from the holders
for an aggregate purchase price of $3.4 million due from Holdings which mature
November 2008. Although the Company may determine to distribute the notes to
Holdings, subject to compliance with the Company's credit facility, senior
subordinated notes and other debt agreements, the Company does not anticipate
this will occur in the foreseeable future.

      The outstanding borrowing on the Company's credit facility at March 31,
2004 is $1.9 million which is approximately $2.8 million less than that
outstanding at December 31, 2003. The net repayment was made possible from
improved operating cash flows in 2004. The net borrowing of approximately $5.0
million during the three months ended March 31, 2003 was necessary to fund
working capital demands and lower operating cash flows.

<PAGE>

      Covenants under the Company's credit facility with the bank restrict the
Company's 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 is
in compliance with these ratios at March 31, 2004. Management's current business
plan estimates working capital levels and operating profitability. The
achievement of this plan is necessary for compliance with various financial
covenants during 2004. The possibility exists that certain financial covenants
will not be met if business conditions are other than as anticipated. In such
event, the Company would need an amendment or waiver of such financial
covenants; however, there can be no assurance that such amendment or waiver
would be able to be obtained.

      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.

SEASONALITY

      A significant part of the Company's operations are directly dependent upon
the conditions in the highly cyclical RV industry, highly competitive
telecommunications industry and the commercial and public construction industry.
Companies within these industries, including the Company's largest customers,
are subject to volatility in operating results due to external factors such as
economic, demographic and political changes. These factors include seasonal
factors, fuel availability and fuel prices, overall consumer confidence and
general economic conditions, the level of discretionary consumer spending,
government regulation, interest rates and unemployment.

CERTAIN IMPORTANT FACTORS

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

<PAGE>

       ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      Market risk on variable rate financial instruments: The Company maintains
a $25 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 outstanding borrowings under the credit facility of $1.9 million as of
March 31, 2004 and an average interest rate of 3.6% per annum, a 1% increase in
market interest rates would increase interest expense and decrease earnings
before income taxes by approximately $19,000 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.

<PAGE>

                         ITEM 4. CONTROLS AND PROCEDURES

      (a) Disclosure Controls and Procedures. The Company's management, with the
participation of the Company's Chief Executive Officer and Chief Financial
Officer, has evaluated the effectiveness of the Company's disclosure controls
and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under
the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the
end of the period covered by this quarterly report. Based on such evaluation,
the Company's Chief Executive Officer and Chief Financial Officer have concluded
that, as of the end of such period, the Company's disclosure controls and
procedures are effective.

      (b) Internal Controls Over Financial Reporting. There have not been any
changes in the Company's internal controls over financial reporting (as such
term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during
the fiscal quarter to which this report relates that have materially affected,
or are reasonably likely to materially affect, the Company's internal controls
over financial reporting.

<PAGE>

                           PART 2 - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

      N/A

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 (a.) EXHIBITS

      31.1  Certification of Chief Executive Officer pursuant to 18 U.S.C.
            Section 1350, as adopted pursuant to Section 302 of the
            Sarbanes-Oxley Act of 2002

      31.2  Certification of Chief Financial Officer pursuant to 18 U.S.C.
            Section 1350, as adopted pursuant to Section 302 of the
            Sarbanes-Oxley Act of 2002

      32    Certification of Chief Executive Officer and Chief Financial Officer
            pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
            906 of the Sarbanes-Oxley Act of 2002

ITEM 6 (b.) REPORTS ON FORM 8-K

      None

<PAGE>

                                   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.

   12-23-04                                /s/ Melvin L. Adams
   --------                          -------------------------------------------
     Date                                  Melvin L. Adams
                                           President and Chief Executive Officer

   12-23-04                                /s/ Richard L. Schreck
   --------                          -------------------------------------------
     Date                                  Richard L. Schreck
                                           Secretary/Treasurer and
                                           Chief Financial Officer