<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                      INFORMATION SPECIFIED IN 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 June 30, 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 June 30, 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 June 30, 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.

                                       2

<PAGE>

                         PART 1 - FINANCIAL INFORMATION
                          ITEM 1. FINANCIAL STATEMENTS

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

<TABLE>
<CAPTION>
                                                                   June 30, 2004    December 31, 2003
                                                                   -------------    -----------------
                                                                    (Unaudited)         (Note 1)
<S>                                                                <C>              <C>
ASSETS
Current assets:
   Cash and cash equivalents                                         $  2,571                  33
   Accounts receivable, net of allowances for doubtful accounts
       of $525 and $550, in 2004 and 2003, respectively                18,501              13,472
   Inventories                                                         22,240              19,811
   Deferred income taxes                                                2,387               2,533
   Other current assets                                                   639                 409
                                                                     --------            --------
       Total current assets                                            46,338              36,258
                                                                     --------            --------
Deferred income taxes                                                   2,087               2,233
Property, plant and equipment, net                                     15,150              15,906
Loan financing costs, net                                               1,347               1,583
Other identifiable intangible assets, net                               1,552               1,645
Goodwill and other indefinite lived intangible assets                  15,873              15,873
Notes receivable from Holdings                                          3,447               3,447
                                                                     --------            --------
       Total assets                                                  $ 85,794            $ 76,945
                                                                     ========            ========

LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIENCY)
Current Liabilities:
   Current portion of long-term debt                                 $     70            $     64
   Cash overdraft                                                       3,352                  --
   Accounts payable                                                    12,079               7,021
   Warranty reserve                                                     2,593               2,186
   Accrued interest                                                     1,240               1,243
   Accrued payroll                                                      2,754               2,620
   Income tax payable                                                   1,751                 631
   Accrued expenses and other current liabilities                       2,689               2,386
                                                                     --------            --------
       Total current liabilities                                       26,528              16,151
                                                                     --------            --------
Pension liability                                                       2,289               2,394
Long-term debt, net of current portion                                 90,143              94,884

Commitments and contingencies

Stockholder's equity (deficiency):
   Common stock                                                             1                   1
   Additional paid-in capital                                          27,322              27,322
   Accumulated deficit                                                (59,073)            (62,391)
   Accumulated other comprehensive loss                                (1,416)             (1,416)
                                                                     --------            --------
       Total stockholder's equity (deficiency)                        (33,166)            (36,484)
                                                                     --------            --------
    Total liabilities and stockholder's equity (deficiency)          $ 85,794            $ 76,945
                                                                     ========            ========
</TABLE>

                             See accompanying notes.

                                       3

<PAGE>

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

<TABLE>
<CAPTION>
                                                Three Months Ended        Six Months Ended
                                                     June 30,                 June 30,
                                               --------------------     --------------------
                                                 2004        2003         2004        2003
                                               --------    --------     --------    --------
<S>                                            <C>         <C>          <C>         <C>
Net sales                                      $ 50,045    $ 40,486     $ 93,952    $ 79,907
Cost of sales                                    40,269      32,952       75,077      64,467
                                               --------    --------     --------    --------
   Gross profit                                   9,776       7,534       18,875      15,440
Selling, general and administrative expense       4,130       3,727        8,391       7,842
                                               --------    --------     --------    --------
   Income from operations                         5,646       3,807       10,484       7,598
Interest expense, net                             2,635       2,705        5,266       5,433
Other (income) expense, net                          88          (1)         114          10
                                               --------    --------     --------    --------
       Income before income tax expense           2,923       1,103        5,104       2,155
Income tax expense                                  948         430        1,786         838
                                               --------    --------     --------    --------
   Net income                                  $  1,975    $    673     $  3,318    $  1,317
                                               ========    ========     ========    ========
</TABLE>

                             See accompanying notes.

                                       4

<PAGE>

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

<TABLE>
<CAPTION>
                                                                   June 30, 2004    June 30, 2003
                                                                   -------------    -------------
<S>                                                                <C>              <C>
Cash flows from operating activities:
   Net income                                                         $  3,318         $  1,317
   Adjustments to reconcile net income to net cash
     provided by (used in) operating activities:
     Depreciation and amortization                                       1,517            1,524
     Amortization of financing costs                                       236              228
     Deferred income taxes                                                 291              838
     Provision for bad debt                                                129               79
     (Gain) loss on sale of property, plant and equipment                   64                2
     Changes in operating assets and liabilities:
       Accounts receivable                                              (5,158)          (3,465)
       Inventories                                                      (2,429)           1,250
       Other assets                                                       (230)            (305)
       Accounts payable                                                  5,058           (1,316)
       Accrued expenses and other liabilities                            1,857             (872)
                                                                      --------         --------
           Net cash provided by (used in) operating activities           4,653             (720)
                                                                      --------         --------

Cash flows from investing activities:
   Proceeds from sale of property, plant and equipment                       1               33
   Capital expenditures                                                   (686)            (363)
   Purchase of notes receivable from Holdings                               --           (3,447)
   Other                                                                   (46)              --
                                                                      --------         --------
           Net cash used in investing activities                          (731)          (3,777)
                                                                      --------         --------

Cash flows from financing activities:
   Proceeds from long-term debt                                         80,301           76,741
   Principal payments on long-term debt                                (85,037)         (75,363)
   Cash overdraft                                                        3,352            3,154
   Financing costs incurred                                                 --              (92)
   Dividend to parent                                                       --               (5)
                                                                      --------         --------
           Net cash provided by (used in) financing activities          (1,384)           4,435
                                                                      --------         --------

           Net increase (decrease) in cash and cash equivalents          2,538              (62)
  Cash and cash equivalents, beginning of period                            33              179
                                                                      --------         --------
  Cash and cash equivalents, end of period                            $  2,571         $    117
                                                                      ========         ========
</TABLE>

                             See accompanying notes.

                                       5

<PAGE>

                                  AIRXCEL, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 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 in accordance with accounting principles generally accepted in the
United States for interim financial information and Article 10 of Regulation
S-X. The year-end condensed 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
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.

                                       6

<PAGE>

3.    INVENTORIES:

      Inventories consist of the following:

<TABLE>
<CAPTION>
                   June 30, 2004    December 31, 2003
                   -------------    -----------------
<S>                <C>              <C>
Raw materials        $ 10,874           $  8,744
Work-in-process         2,499              2,013
Finished goods          8,867              9,054
                     --------           --------
                     $ 22,240           $ 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>
                                                              Three months ended    Six months ended
                                                                 June 30, 2004       June 30, 2004
                                                              ------------------    ----------------
<S>                                                           <C>                   <C>
Balance, beginning of period                                       $  2,200             $  2,186
Warranties issued during the period                                     487                1,062
Settlements made during the period                                     (518)              (1,090)
Changes in estimated liability for pre-existing warranties
  during the period, including expirations                              424                  435
                                                                   --------             --------
Balance, end of period                                             $  2,593             $  2,593
                                                                   ========             ========
</TABLE>

6.    LONG-TERM DEBT:

      On June 25, 2004, the Company notified the trustee of the Senior
Subordinated Notes of its intention to redeem $10,000 of the principal amount of
the Notes outstanding on August 9, 2004 at a redemption price of 103.667% plus
accrued and unpaid interest totaling $10,623.

7.    INCOME TAXES:

      The effective income tax rate decreased during the quarter ended June 30,
2004 as a result of the use of a federal tax credit.

                                       7

<PAGE>

8.    CONTINGENCY:

      On January 6, 2004, the Company entered into a letter of credit totaling
$1,210. On March 5, 2004 and again on August 3, 2004, the Company amended an
existing letter of credit to decrease the amount to $664. 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.

9.    BENEFIT PLAN

      The components of net periodic pension benefit for the six months ended
June 30, 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>
                                       June 30, 2004          June 30, 2003
                                   --------------------    --------------------
                                    Plan 1      Plan 2      Plan 1      Plan 2
                                   --------    --------    --------    --------
<S>                                <C>         <C>         <C>         <C>
Service cost                       $    114    $    180    $     92    $    138
Interest cost                           138         108         126          94
Expected return on plan assets         (120)        (92)        (98)        (80)
Amortization of net loss                 50          48          32          34
Expected employee contributions         (16)        (32)        (16)        (28)
                                   --------    --------    --------    --------
Net periodic benefit cost          $    166    $    212    $    136    $    158
                                   ========    ========    ========    ========
</TABLE>

10.   LITIGATION:

      The Company is a party to various 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.

                                       8

<PAGE>

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

RESULTS OF OPERATIONS

      Net sales. Net sales increased 23.5% from $40.5 million to $50.0 million
in the quarter ended June 30, 2004 as compared to the corresponding quarter of
2003. For the six months ended June 30, 2004 net sales increased 17.6% from
$79.9 million to $94.0 million in the same six months of 2003. For the quarter
and six months ended June 30, 2004 net sales increased in comparison to the same
period of 2003 primarily due to volume growth within the RV industry.

      Gross Profit. Gross profit increased 30.7% from $7.5 million (19% of net
sales) to $9.8 million (20% of net sales) in the quarter ended June 30, 2004 as
compared to the corresponding quarter of 2003. For the six months ended June 30,
2004 gross profit increased 22.7% from $15.4 million (19% of net sales) to $18.9
million (20% of net sales) in the same six months of 2003. The increase was
principally due to the increased sales volume.

      Selling, general and administrative expense (including amortization of
intangible assets and computer software). Selling, general and administrative
expense increased 10.8% from $3.7 million (9% of net sales) to $4.1 million (8%
of net sales) in the quarter ended June 30, 2004 as compared to the
corresponding quarter of 2003. For the six months ended June 30, 2004 selling,
general and administrative expense increased 7.7% from $7.8 million (10% of net
sales) to $8.4 million (9% of net sales) in the same six months as 2003. The
increase was primarily due to the growth experienced during the period and
expenses associated with various litigation matters incidental to the conduct of
the Company's business.

      Interest expense. Interest expense decreased slightly from $2.7 million to
$2.6 million in the quarter ended June 30, 2004 as compared to the corresponding
quarter of 2003. For the six months ended June 30, 2004 interest expense
decreased from $5.4 million to $5.3 million in the same six months of 2003. The
decrease is primarily due to reductions in average long term borrowings
outstanding resulting from improved operating cash flows.

      Income tax expense. Income tax expense increased from $.4 million to $.9
million in the quarter ended June 30, 2004 as compared to the corresponding
quarter of 2003 related to the comparable increase in pre-tax income and
increased from $.8 million to $1.8 million in the six months ended June 30, 2004
as compared to the same six months in 2003. The effective income tax rate
decreased during the quarter ended June 30, 2004 as a result of the use of a
federal tax credit.

LIQUIDITY AND CAPITAL RESOURCES

      For the six months ended June 30, 2004, the Company generated $4.7 million
in net cash flow from operating activities compared to a use of cash in
operating activities of $.7 million in the six months ended June 30, 2003. The
improvement was primarily the result of increased profitability and better
working capital management specifically related to the use of accounts payable
and accrued expenses to manage the growth of accounts receivable and inventory
as volume increases. Capital expenditures totaled $.7 million for six months
ended June 30, 2004 compared to $.4 million for the same period in 2003.

                                       9

<PAGE>

      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 Company had no outstanding borrowing on its credit facility at June
30, 2004 compared to approximately $4.7 million outstanding at December 31,
2003. The net repayment was made possible from improved operating cash flows in
2004.

      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 information contained herein, this Form 10-Q
contains forward-looking statements, and any statements contained in this Form
10-Q that are not statements of historical fact are 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

                                       10

<PAGE>

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 $25 million credit facility which permits borrowings at interest rates based
on either the bank's base rate or LIBOR. No borrowings were outstanding under
the revolving credit facility at June 30, 2004. 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.

      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.

                                       11

<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.

                                       12

<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

                                       13

<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

                                       14