ELLETT BROTHERS INC
10-Q, 2000-05-15
MISC DURABLE GOODS
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<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, 2000
                                          --------------

                                       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: 0-21632


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

      SOUTH CAROLINA                                         57-0957069
      (State or other jurisdiction of                        (I.R.S. Employer
      incorporation or organization)                         Identification No.)




      267 COLUMBIA AVENUE, CHAPIN, SOUTH CAROLINA            29036
      (Address of principal executive offices)               (Zip Code)


       Registrant's telephone number, including area code: (803) 345-3751


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter periods that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No

As of April 28, 2000, 4,316,518 shares of no par value common stock of the
registrant were outstanding.


                                  Page 1 of 13


<PAGE>   2
                                                                       Form 10-Q
                                                                          Page 2

                     ELLETT BROTHERS, INC. AND SUBSIDIARIES
                                 MARCH 31, 2000

                                      INDEX


<TABLE>
<CAPTION>
                                                                                                 PAGE
                                                                                                 ----
<S>      <C>                                                                                     <C>

PART I.    FINANCIAL INFORMATION

Item 1.  Financial Statements

         Condensed consolidated balance sheets as of March 31, 2000 and December 31, 1999          3

         Condensed consolidated statements of income for the three months ended
            March 31, 2000 and 1999                                                                4

         Condensed consolidated statements of cash flows for the three months ended
            March 31, 2000 and 1999                                                                5

         Notes to condensed consolidated financial statements                                      6

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations     8

Item 3.  Quantitative and Qualitative Disclosures About Market Risk                               10



PART II.   OTHER INFORMATION
                                                                                                 PAGE
                                                                                                 ----
Item 6.  Exhibits and Reports on Form 8-K                                                         12
</TABLE>

<PAGE>   3
                                                                       Form 10-Q
                                                                          Page 3

PART I.       FINANCIAL INFORMATION

Item 1.       Financial Statements

                     ELLETT BROTHERS, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                                 March 31,       Dec. 31,
                                                                                    2000           1999
                                                                                  --------       --------
<S>                                                                               <C>            <C>
ASSETS                                                                           (unaudited)     (see note)
Current assets:
  Cash and cash equivalents                                                       $    166       $    346
  Accounts receivable, less allowance for doubtful accounts of $553 and $634
    at March 31, 2000 and December 31, 1999, respectively                           22,005         21,777
  Other receivables                                                                    539          1,109
  Inventories                                                                       44,379         36,061
  Prepaid expenses                                                                   2,010          1,154
  Deferred income tax asset                                                          1,607            834
                                                                                  --------       --------
    Total current assets                                                            70,706         61,281
                                                                                  --------       --------
Property, plant and equipment, at cost, less accumulated depreciation                9,495          9,352
Other assets:
  Intangible assets, at cost, less accumulated amortization                          2,208          2,292
  Other assets                                                                           1              1
                                                                                  --------       --------
    Total other assets                                                               2,209          2,293
                                                                                  --------       --------
                                                                                  $ 82,410       $ 72,926
                                                                                  ========       ========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Accounts payable, trade                                                         $ 16,017       $  7,891
  Accrued expenses                                                                   2,684          1,879
  Current portion of long-term debt                                                    629            617
                                                                                  --------       --------
    Total current liabilities                                                       19,330         10,387
Revolving credit facility                                                           30,995         30,327
Long-term debt                                                                       5,107          5,269
Deferred income tax liability and other                                                894            850
Commitments and contingencies (See Note 7)
Shareholders' equity:
  Preferred stock, no par value
    (5,000 shares authorized, no shares issued or outstanding)                          --             --
  Common stock, no par value
    (20,000 shares authorized, 4,317 shares issued and outstanding
    as of March 31, 2000 and as of December 31, 1999)                                9,652          9,652
  Common stock subscribed                                                              317            317
  Unearned compensation                                                                 (1)           (12)
  Subscription receivable                                                             (465)          (465)
  Retained earnings                                                                 16,592         16,608
  Accumulated other comprehensive loss                                                 (11)            (7)
                                                                                  --------       --------
    Total shareholders' equity                                                      26,084         26,093
                                                                                  --------       --------
                                                                                  $ 82,410       $ 72,926
                                                                                  ========       ========
</TABLE>

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


Note:    The balance sheet at December 31, 1999 has been derived from the
         audited financial statements at that date, but does not include all of
         the information and footnotes required by generally accepted accounting
         principles for complete financial statements.

<PAGE>   4
                                                                       Form 10-Q
                                                                          Page 4


                     ELLETT BROTHERS, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)
                      (in thousands, except per share data)


                                                    Three Months Ended
                                                         March 31,
                                                  -----------------------

                                                    2000           1999
                                                  --------       --------

Sales                                             $ 36,667       $ 38,946
Cost of goods sold                                  29,880         32,198
                                                  --------       --------
       Gross profit                                  6,787          6,748


Selling, general and administrative expenses         5,980          5,293
                                                  --------       --------
       Income from operations                          807          1,455


Other income (expense):
    Interest income                                    115            131
    Interest expense                                  (630)          (517)
    Other, net                                          (8)             1
                                                  --------       --------
       Income before income taxes                      284          1,070


Income tax expense                                     127            392
                                                  --------       --------


Net income                                        $    157       $    678
                                                  ========       ========

Basic and diluted earnings per common share       $   0.04       $   0.16
                                                  ========       ========


Weighted average shares outstanding                  4,317          4,301
                                                  ========       ========


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

<PAGE>   5
                                                                       Form 10-Q
                                                                          Page 5


                     ELLETT BROTHERS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                                Three Months Ended
                                                                                     March 31,
                                                                             -----------------------

                                                                               2000           1999
                                                                             --------       --------
<S>                                                                          <C>            <C>

Cash flows from operating activities:
  Net income                                                                 $    157       $    679
  Adjustments to reconcile net income to net cash provided by (used in)
    operating activities:
    Non-cash charges to income                                                    (35)           234
    Changes in assets and liabilities:
       Receivables                                                                102           (895)
       Inventories                                                             (8,318)        (4,788)
       Prepaid expenses                                                          (856)          (194)
       Accounts payable, trade                                                  8,126          7,685
       Accrued expenses                                                           805            (76)
                                                                             --------       --------
         Net cash provided by (used in) operating activities                      (19)         2,645
                                                                             --------       --------

Net cash used in investing activities                                            (506)          (553)
                                                                             --------       --------

Cash flows from financing activities:
  Gross borrowings on revolving credit facility                                38,068         35,570
  Gross repayments on revolving credit facility                               (37,400)       (37,311)
  Principal payments on long-term debt                                           (150)          (138)
  Dividends to shareholders                                                      (173)          (164)
                                                                             --------       --------
         Net cash provided by (used in) financing activities                      345         (2,043)
                                                                             --------       --------

         Net (decrease) increase in cash and cash equivalents                    (180)            49

Cash and cash equivalents:
  Beginning of period                                                             346            183
                                                                             --------       --------
  End of period                                                              $    166       $    232
                                                                             ========       ========
</TABLE>

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



<PAGE>   6
                                                                       Form 10-Q
                                                                          Page 6

                     ELLETT BROTHERS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)
                                 MARCH 31, 2000
                      (in thousands, except per share data)


1.   BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements, which
include the accounts of Ellett Brothers, Inc. and subsidiaries (the "Company"),
have been prepared in accordance with generally accepted accounting principles
for interim financial information and the instructions to Form 10-Q and Article
10 of Regulation S-X. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three months ended March 31, 2000 are
not necessarily indicative of the results that may be expected for the full year
ending December 31, 2000. For further information, refer to the financial
statements and footnotes thereto included in Ellett Brothers, Inc.'s annual
report on Form 10-K for the year ended December 31, 1999.

2.   INVENTORIES

         Inventories consisted of the following:

                    March 31,   December 31,
                       2000         1999
                     -------      -------

Finished goods       $42,894      $34,686
Raw materials          1,371        1,048
Work in process          114          327
                     -------      -------
                     $44,379      $36,061
                     =======      =======

3.   RECENT ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." SFAS No. 133
establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts and for
hedging activities. SFAS No. 133 is effective for financial statements for all
fiscal quarters of all fiscal years beginning after June 15, 2000, as deferred
by SFAS No. 137. The Company intends to adopt SFAS No. 133; however, management
anticipates that SFAS No. 133 is not expected to have a material impact on the
Company's consolidated financial position, results of operations, or cash flows
due to the Company's limited use of derivative instruments.


4.   EARNINGS AND DIVIDENDS PER COMMON SHARE

Although the Company had options outstanding during portions of the three months
ended March 31, 2000 and 1999, they have an antidilutive effect on earnings per
share for each period. As such, basic and diluted earnings per share for the
three months ended March 31, 2000 and 1999 are net income divided by the
weighted average shares outstanding. The Company paid dividends of $.04 per
share to all shareholders of record as of March 6, 2000 during the three months
ended March 31, 2000.


<PAGE>   7
                                                                       Form 10-Q
                                                                          Page 7

5.       COMPREHENSIVE INCOME

Comprehensive income includes net income and all other changes to the Company's
equity, with the exception of transactions with shareholders ("other
comprehensive income"). The Company's only components of other comprehensive
income relate to unrealized gains and losses on available for sale securities.
The Company's comprehensive income for the three month periods ended March 31,
2000 and 1999 was $153 and $678, respectively. The following table reconciles
net income to comprehensive income for the three month periods ended March 31,
2000 and 1999:

                                                                2000       1999
                                                               -----       ----
Net income                                                     $ 157       $678
Other comprehensive loss on available for sale securities         (4)        --
                                                               -----       ----
Comprehensive income                                           $ 153       $678
                                                               =====       ====

6.       BUSINESS SEGMENT INFORMATION

The Company's reportable segments are business units that offer different
products and have separate management teams and infrastructures. The business
units have been aggregated into two reportable segments. These segments are:
Hunting, Shooting, Camping, Archery & Outdoor Products ("HS&A") and Marine
Products. The "Other" segment includes the Company's other operations.

The accounting policies of the segments are the same as those described in the
Company's annual report on Form 10-K for the year ended December 31, 1999. The
Company evaluates performance based upon operating income of the business units.

The following table presents information about reported segments for the quarter
ended March 31, 2000 and 1999 (in millions):

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------
                  2000              HS&A          MARINE       OTHER       TOTAL
- ---------------------------------------------------------------------------------------
<S>                                <C>           <C>          <C>         <C>
Sales                              $ 29.4        $   6.9      $    .4     $ 36.7
Operating income (loss)                .7             .4          (.3)        .8
Identifiable segment assets          52.0           11.9          2.4       66.3
Capital expenditures                   .5             .0           .0         .5
Depreciation                           .3             .1           .0         .4
- ---------------------------------------------------------------------------------------


- ---------------------------------------------------------------------------------------
                  1999              HS&A          MARINE       OTHER       TOTAL
- ---------------------------------------------------------------------------------------
Sales                              $ 32.0        $   6.5      $    .4     $ 38.9
Operating income (loss)               1.3             .4          (.2)       1.5
Identifiable segment assets          46.6           10.7          2.0       59.3
Capital expenditures                   .5             .0           .0         .5
Depreciation                           .2             .0           .0         .2
- ---------------------------------------------------------------------------------------
</TABLE>

A reconciliation of total segment operating income to total consolidated income
before taxes for the quarter ended March 31 (in millions) is as follows:

- --------------------------------------------------------------------------------
                                               2000                 1999
- --------------------------------------------------------------------------------
Operating income                              $   .8               $   1.5
Interest income and other income, net             .1                    .1
Interest expense                                 (.6)                  (.5)
- --------------------------------------------------------------------------------
Income before taxes                           $   .3               $   1.1
- --------------------------------------------------------------------------------

A reconciliation of identifiable segment assets to total assets for the quarter
ended March 31 (in millions) is as follows:

- --------------------------------------------------------------------------------
                                                 2000                 1999
- --------------------------------------------------------------------------------
Identifiable segment assets                   $  66.3               $  59.3
Other corporate assets                           16.1                  11.4
- --------------------------------------------------------------------------------
      Total assets                            $  82.4               $  70.7
- --------------------------------------------------------------------------------

<PAGE>   8
                                                                       Form 10-Q
                                                                          Page 8

7.       CONTINGENCY

The Company is a party to litigation in connection with the distribution of its
inventory. Twenty-nine cities and/or counties and one advocacy group have filed
lawsuits against the firearms industry as a whole. These lawsuits list numerous
manufacturers and distributors as defendants in the claims. To date, three of
the thirty suits have been dismissed, as the judges have found the complaints
"without standing" under the laws of their respective states. The Company was
named in four of these remaining twenty-seven suits. The Company and all
distributors were dismissed from one of these lawsuits (the Hamilton-Cargill
lawsuit) in the first quarter of 1999. For the remaining defendants, this case
is under appeal. Pending the appeal, there are three remaining industry-wide
cases in which the Company is named. Although the outcome cannot be predicted,
it is the opinion of management that the Company has meritorious defenses and
the disposition of these matters will not have a material adverse effect on the
consolidated financial position, results of operations or liquidity of the
Company.

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

The following discussion and analysis provides information that management
believes is relevant to an assessment and understanding of the operations and
financial condition of Ellett Brothers, Inc. and its subsidiaries (the
"Company"). This discussion and analysis should be read in conjunction with the
financial statements and related notes presented in the Company's annual report
on Form 10-K for the year ended December 31, 1999, and the consolidated
financial statements and related notes included in this Form 10-Q.

Sales for the three months ended March 31, 2000 were $36.7 million, as compared
to $38.9 million for the same period in 1999, a decrease of $2.2 million, or
5.9%. Included in these amounts were sales from the subsidiaries of $1.6 million
and $414,000 for the three months ended March 31, 2000 and 1999, respectively.
Subsidiary sales for the three months ended March 31, 2000 included sales from
Archery Center International (ACI), which the Company purchased in October of
1999. Excluding ACI, our subsidiaries experienced a small decrease in sales in
this quarter, which is seasonably slow for them.

Sales for the distribution business were effected in the first quarter of 2000
by a winter storm which had the affect of costing the Company four days of
productivity. In addition, at the end of January, we converted our hunting and
shooting sports products group to a new computer system. Operational and
productivity issues related to the computer conversion contributed to the sales
decline. Consequently, sales in our distribution business were down $3.5
million, or 9.0%, when compared to the first quarter of 1999.

Sales in the hunting and shooting sports products group were impacted the most
by the above, and were down $3.6 million, or 15.0%. In addition to the storm and
the computer conversion, the lack of Y2K related sales and special opportunity
purchases impacted hunting and shooting sports sales in the quarter as compared
to the previous year.

Camping, archery and outdoor accessories sales were down $149,000, or 1.9%,
while our marine accessories showed continued growth of $279,000, or 4.2%, as
compared to the first quarter of 1999. However, since the increase in gas prices
nationwide, we have seen some softening of marine sales thus far in the second
quarter.

Gross profit was $6.8 million (18.5% of sales) for the three months ended March
31, 2000, as compared to $6.7 million (17.3% of sales) for the same period in
1999, an increase of $39,000, or 0.6%. In the distribution business, gross
margin as a percentage of sales increased 127 basis points as compared to the
first quarter of 1999. This increase was the result of sales mix, with sales of
marine accessories along with camping, archery and outdoor accessories being a
higher percentage of total distribution sales. Typically, these areas generate a
higher margin. Within the hunting and shooting sports products, an increase in
the mix of higher margin categories contributed to the overall increase in
distribution margins as a percentage of sales.

Selling, general and administrative expenses for the three months ended March
31, 2000 were $6.0 million (16.3% of sales), as compared to $5.3 million (13.6%
of sales) for the same period in 1999, an increase of $688,000, or 13.0%.
Increased expenses were incurred when compared to 1999 as a result of ACI's
operating expenses being included in 2000, as well as increased depreciation and
operating expenses associated with the new computer system.

Interest expense was $630,000 (1.7% of sales) for the three months ended March
31, 2000, as compared to $517,000 (1.3% of sales) for the same period in 1999,
an increase of $113,000, or 21.9%. The increase in interest expense was
primarily a result of higher inventory levels in the first quarter compared to
1999.


<PAGE>   9
                                                                       Form 10-Q
                                                                          Page 9


Income tax expense was $127,000 for the three months ended March 31, 2000,
as compared to $392,000 for the same period in 1999, a decrease of $265,000, or
67.6%. The effective tax rate for the three months ended March 31, 2000 was
44.7%, as compared to 36.6% for the same period in 1999. The effective tax rate
for the quarter ended March 31, 2000 was impacted by the affect of the deferred
tax on the calculation.

Net income for the three months ended March 31, 2000 was $157,000 ($0.04 per
basic and diluted share) as compared to $678,000 ($0.16 per basic and diluted
share) for the three months ended March 31, 1999 as a result of the above noted
factors.

SEASONALITY AND QUARTERLY INFORMATION

Historically the Company's business has been seasonal. The sales of hunting and
shooting sports products, as well as camping, archery and outdoor accessories,
usually increase in the third quarter of each year, and peak early in the fourth
quarter. Sales of marine accessories usually increase in the first quarter of
each year, then peak midway through the second quarter and continue at similar
levels through the first half of the third quarter. Operations of the
subsidiaries have been seasonal, producing significantly higher sales and gross
profit during the third and fourth quarters, with losses in the first and second
quarters. The Company's quarterly operating results may also be affected by a
wide variety of factors, such as legislative and regulatory changes, competitive
pressures, and general economic conditions.

LIQUIDITY AND CAPITAL RESOURCES

The Company's primary sources of liquidity have been results of operations and
borrowings under its revolving credit facility. Pursuant to its operating
strategy, the Company maintains minimal cash balances and is substantially
dependent on, among other things, the availability of adequate working capital
financing to support inventories and accounts receivable.

Net cash used in operating activities was $19,000 for the three months ended
March 31, 2000 as compared to net cash provided by operating activities of $2.6
million for the same period in 1999. Lower net income along with higher
inventory levels in the first quarter of 2000 versus the first quarter of 1999
resulted in the decrease.

Net cash used in investing activities was $506,000 for the three months ended
March 31, 2000 as compared to $553,000 for the same period in 1999. The net cash
used was primarily for computer equipment and information systems upgrades.

Net cash provided by financing activities was $345,000 for the three months
ended March 31, 2000 as compared to $2.0 million used in the same period in
1999. During the quarter ended March 31, 2000, the Company used its revolving
credit facility to make principal payments on long-term debt and to pay
dividends.

Working capital requirements for the Company's distribution business have
historically been somewhat seasonal in nature. Accounts receivable have
generally increased in the first quarter primarily because of the customary
industry practice during the first quarter of each year to offer customers
extended payment terms for purchases of certain products, thereby extending the
payment due dates for a portion of its sales into the third and fourth quarters
of the year. Accounts receivable have generally increased further early in the
third quarter as additional 60 to 90 day extended terms have been offered to
stimulate sales in advance of the Company's highest volume quarters. Accounts
receivable usually decrease in the fourth quarter as payments are received on
prior quarters' sales and a larger percentage of current sales are made with
shorter payment terms. Inventory generally builds during the first two quarters
and peaks in the third quarter to support the higher sales volumes of the third
and fourth quarters.

Working capital requirements have been seasonal for the subsidiaries.
Inventories have generally increased during the first half of the year to
accommodate the sales in the third and fourth quarters. Accounts receivable
generally decline to their lowest point in the second quarter just before the
sales increase in the second half of the year.

Principal maturities on the Company's industrial revenue bonds for the remainder
of 2000 will be $467,000, and maturities for 2001 and 2002 will be $667,000 and
$716,000, respectively. The annual interest charges on the Company's industrial
revenue bonds, at a fixed rate of 7.5%, will be $390,000 for the remainder of
2000, and $479,000 and $429,000 for 2001 and 2002, respectively.

Management believes that cash generated from operations, and available under the
Company's revolving credit facility, will be sufficient to finance its
operations, expected working capital needs, capital expenditures, and debt
service requirements for the remainder of 2000 and for the foreseeable future.


<PAGE>   10
                                                                       Form 10-Q
                                                                         Page 10

YEAR 2000

The Company devoted resources throughout its business operations to minimize the
risk of potential disruption from the Year 2000 ("Y2K") problem. In late 1996,
the Company determined that its operating system would not be Y2K compliant and
made a decision to purchase new operating software (purchasing, distribution,
manufacturing, and financial) to run its business. In connection with this
decision, new hardware was purchased that moved the Company from a mainframe to
a client/server environment. The installation of the new system began in the
third quarter of 1999 with the final conversion in January 2000. The Company had
made the decision in the third quarter to remediate its existing systems to run
its operations that would not be converted by January 1, 2000, and did so
successfully.

The Company successfully transitioned into the year 2000 with no significant Y2K
issues. All operating systems worked at the start of the new year, and no
significant problems have been encountered with vendors or customers.
To date, the Company's operating systems are working with no Y2K issues.


Advisory Note Regarding Forward-Looking Statements

Certain of the statements contained in Item 2 (Management's Discussion and
Analysis of Financial Condition and Results of Operations) that are not
historical facts are forward-looking statements subject to the safe harbor
created by the Private Securities Litigation Reform Act of 1995. The Company
cautions readers of this report on Form 10-Q that such forward-looking
statements involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of the Company
to be materially different from those expressed or implied by such
forward-looking statements. Although the Company's management believes that
their expectations of future performance are based on reasonable assumptions
within the bounds of their knowledge of their business and operations, there can
be no assurance that actual results will not differ materially from their
expectations. Factors which could cause actual results to differ from
expectations include, among other things, reductions in, or lack of growth of,
firearm sales; potential negative effects of existing and future gun control
legislation on consumer demand for firearms; the potential negative impact on
gross margins from shifts in the Company's product mix toward lower margin
products; seasonal fluctuations in the Company's business; competition from
national, regional and local distributors and various manufacturers who sell
products directly to the Company's customer base; competition from sporting
goods mass merchandisers or "superstores" which sell in competition with the
Company's primary customer base; exposure to product liability lawsuits; the
challenges and uncertainties in the implementation of the Company's expansion
and development strategies; the Company's dependence on key personnel; and other
factors described in this report and in other reports filed by the Company with
the Securities and Exchange Commission.


Item 3.    Quantitative and Qualitative Disclosures About Market Risk

The Company's exposure to market risk for a change in interest rates relates
solely to its debt under its revolving credit facility ($31.0 million at March
31, 2000 and $30.3 million at December 31, 1999). The Company does not currently
use derivative financial instruments.

Approximately $5.7 million of the Company's debt at March 31, 2000 and $5.9
million at December 31, 1999 was subject to fixed interest rates and principal
payments. This debt is comprised of the Company's long-term debt under its
industrial revenue refunding bonds which carry an interest rate of 7.5%.

The Company is exposed to changes in interest rates primarily as a result of its
debt in a revolving credit facility ("Facility") used to maintain liquidity and
fund the Company's business operations. Pursuant to the Company's operating
strategies, it maintains minimal cash balances and is substantially dependent
on, among other things, the availability of adequate working capital financing
to support inventories and accounts receivables. The Facility provides the
Company with a revolving line of credit and letters of credit. The maximum
amount that can be outstanding at anytime is $40.0 million. The term of the
Facility expires on September 30, 2001. Borrowings under the Facility bear
interest at a rate equal to, at the Company's option, prime rate plus 0.375% or
1.75% above the 30 or 90 day LIBOR rate. Combinations of these rates can be used
for the various loans that comprise the total outstanding balance under the
Facility. The interest rates of the Facility are subject to change based on
changes in the Company's leverage ratio and net income. At March 31, 2000, the
interest rate was 7.66%. The definitive extent of the Company's interest rate
risk under the Facility is not quantifiable or predictable because of the
variability of future interest rates and business financing requirements.

<PAGE>   11
                                                                       Form 10-Q
                                                                         Page 11


The Company's long-term debt has a fair value, based upon current interest
rates, of approximately $36.1 million at March 31, 2000 and $37.0 million at
December 31, 1999. Fair value will vary as interest rates change. The following
table presents the aggregate maturities and historical cost amounts of the fixed
debt principal and interest rates by maturity dates at March 31, 2000:

               Maturity Date           Fixed Rate Debt           Interest Rate
             -------------------------------------------------------------------
                    2000                 $    467,000                 7.5%
                    2001                      667,000                 7.5%
                    2002                      716,000                 7.5%
                    2003                      767,000                 7.5%
                    2004                      817,000                 7.5%
                 Thereafter                 2,302,000                 7.5%
             -------------------------------------------------------------------
                                         $  5,736,000                 7.5%


<PAGE>   12
                                                                       Form 10-Q
                                                                         Page 12


PART II. OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K

         (a) Exhibits

             27   Financial Data Schedule (for SEC use only)

         (b) Reports on Form 8-K

         The Company did not file any reports on Form 8-K during the three
months ended March 31, 2000.


<PAGE>   13
                                                                       Form 10-Q
                                                                         Page 13


                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Form 10-Q to be signed on its behalf by the
undersigned thereunto duly authorized.

                              Ellett Brothers, Inc.



    Date: May 15, 2000
                              By:           /s/ Joseph F. Murray, Jr.
                                 -----------------------------------------------
                                              Joseph F. Murray, Jr.
                                 President, Chief Executive Officer and Director




                              By                /s/ George E. Loney
                                 -----------------------------------------------
                                                  George E. Loney
                                              Chief Financial Officer
                                    (principal financial and accounting officer)




<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF ELLETT BROTHERS, INC. FOR THE THREE MONTHS ENDED MARCH
31, 2000, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000

<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-2000
<PERIOD-END>                               MAR-31-2000
<CASH>                                             166
<SECURITIES>                                         0
<RECEIVABLES>                                   23,097
<ALLOWANCES>                                       553
<INVENTORY>                                     44,379
<CURRENT-ASSETS>                                70,706
<PP&E>                                          17,950
<DEPRECIATION>                                   8,455
<TOTAL-ASSETS>                                  82,410
<CURRENT-LIABILITIES>                           19,330
<BONDS>                                          5,107
                                0
                                          0
<COMMON>                                         9,652
<OTHER-SE>                                      16,432
<TOTAL-LIABILITY-AND-EQUITY>                    82,410
<SALES>                                         36,667
<TOTAL-REVENUES>                                36,667
<CGS>                                           29,880
<TOTAL-COSTS>                                   29,880
<OTHER-EXPENSES>                                 5,980
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                (630)
<INCOME-PRETAX>                                    284
<INCOME-TAX>                                       127
<INCOME-CONTINUING>                                157
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       157
<EPS-BASIC>                                       0.04
<EPS-DILUTED>                                     0.04


</TABLE>


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