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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C.   20549

______________________________________________________________________________
FORM 8-K


CURRENT REPORT

______________________________________________________________________________

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.


May 6, 2003

DATE OF REPORT (Date of earliest event reported)


BRASS EAGLE INC.
(Exact name of registrant as specified in its charter)

DELAWARE

0-23385

71-0578572

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification Number)



1201 SE 30TH Street, Bentonville, Arkansas   72712
(Address of principal executive offices)    (zip code)


(479) 464-8700
(Registrant's telephone number, including area code)


BRASS EAGLE INC.


ITEM 7.    FINANCIAL STATEMENTS AND EXHIBITS

99 (i)

Press Release dated May 6, 2003, issued by Registrant


ITEM 9.    REGULATION FD DISCLOSURE

The Registrant is providing information required under Item 12 under Item 9. On May 6, 2003, Brass Eagle Inc. issued a press release announcing First Quarter Sales and Earnings. A copy of the press release is attached hereto as Exhibit 99 (i).

SIGNATURE

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 hereunto duly authorized.


 

BRASS EAGLE INC.

   

DATE:    May 7, 2003

BY:  /s/ J. R. Brian Hanna

 

        J. R. Brian Hanna

 

Vice President - Finance and Chief Financial Officer and Treasurer

 

(on behalf of the Registrant and as the

 

Registrant's principal Financial and Accounting Officer)


EXHIBIT INDEX


EXHIBIT NO.

EXHIBIT

   

99 (i)

Press Release dated May 6, 2003, issued by Registrant



EXHIBIT 99 (i)

BRASS EAGLE INC.

Company Contact:

J. R. Brian Hanna

 

Brass Eagle Inc.

 

Chief Financial Officer

 

(479) 464-6630

   

For Immediate Release

Brass Eagle Inc. Announces First Quarter Sales and Earnings

Bentonville, AR, May 6, 2003 - Brass Eagle Inc. (Nasdaq: XTRM), the worldwide leader in the manufacturing, marketing and distribution of paintball products, today announced reported results for the first quarter ending March 31, 2003.

Brass Eagle reported net sales for the first quarter decreased 33% to $13.4 million versus $20.1 million for the same period last year. For the three months ended March 31, 2003 the Company reported a loss of $226,000 or $0.03 per diluted share, compared to a profit of $1.1 million or $0.14 per diluted share for the corresponding period in 2002.

Brass Eagle now expects fiscal year 2003 sales to range from $98 million to $105 million. The Company also expects fiscal 2003 diluted earnings per share to range from $1.10 to $1.20.

Lynn Scott, Brass Eagle President and CEO stated, "The soft retail environment, which prompted reductions in major retailers' inventories, caused lower than expected first quarter sales results. And although it appears retail inventories have been sufficiently decreased through the first few months, we remain cautious about the retail environment over the course of the year."

"We continue to believe the basic business of Brass Eagle is sound and we remain the leader in a growing market with strong demographic trends at our back. We will continue to focus on growing our core business while simultaneously looking to diversify into complementary markets."

Brass Eagle is unique in providing a full line of paintball markers and accessory products from beginner through competition level. The Company is the dominant supplier of products for this rapidly growing sport. Brass Eagle was named one of the "Top 100" Hot Growth Companies by Business Week magazine in 1998, 1999 and 2001, and one of the IW Growing Companies 25, America's Most Successful Small Manufacturers by Industry Week magazine.

Certain statements in this press release (including statements containing the words "expect," "will," "believe," "continue," "anticipate," "could," "intend" and similar words) may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Brass Eagle, its industry or others to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially from Brass Eagle's expectations include the following: (1) Intensifying competition, including specifically the intensification of price competition, the entry of new competitors and the introduction of new products by new and existing competitors; (2) Failure to obtain new customers or retain existing customers; (3) Inability to carry out marketing, sales or other business plans and strategies; (4) Loss of key executives; (5) General economic and business conditions which are less favorable than expected; and (6) Unanticipated changes in industry trends.

BRASS EAGLE INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands except share data)

   

MARCH 31,

DECEMBER 31,

   

      2003      

      2002      

   

(unaudited)

Assets

     

Current assets

     
 

Cash and cash equivalents

$                     4,019

$                      365

 

Accounts receivable - less allowance

   
 

for doubtful accounts of $2,200 in 2003

   
 

and $2,175 in 2002

12,807

27,215

 

Inventories

19,711

19,095

 

Prepaid expenses and other current assets

875

834

 

Deferred taxes

                       1,766

                     2,598

 

      Total current assets

39,178

50,107

Property, plant and equipment, net

 

16,241

15,949

Other assets

   

      Other assets

702

579

      Goodwill

                     32,284

                   32,284

   

$                   88,405

$                 98,919

   

==============

=============

Liabilities and stockholders' equity

   

Current liabilities

     
 

Revolving credit facility

$                            0

$                   4,300

 

Accounts payable

3,388

4,755

 

Accrued expenses

4,056

7,336

 

Current maturities of long-term debt

                       6,004

                     6,207

 

      Total current liabilities

13,448

22,598

Long-term debt, less current maturities

7,000

8,400

Deferred income taxes

2,781

2,638

Other liabilities

 

901

936

Stockholders' equity

     
 

Common stock, $.01 par value, 10,000,000 shares

   
 

  authorized, 7,468,084 issued and 7,309,834

   
 

  outstanding in 2003; 7,461,511 issued and

   
 

  7,303,261 outstanding in 2002

75

75

 

Additional paid-in capital

26,444

26,405

 

Accumulated other comprehensive loss

(206)

(321)

 

Retained earnings

38,759

38,985

 

Treasury stock 158,250 shares at cost

                       (797)

                     (797)

   

                     64,275

                   64,347

   

$                   88,405

$                 98,919

   

==============

=============

 


BRASS EAGLE INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands except share and per share data)

 

THREE MONTHS ENDED

 

    MARCH 31,    

 

    2003    

    2002    

 

(unaudited)

     

Net sales

$          13,412

$        20,130

Cost of sales

              8,259

          12,396

Gross profit

5,153

7,734

     

Operating expenses

              5,229

            5,649

Operating income (loss)

(76)

2,085

     

Minority interest

0

51

Interest income

15

29

Interest expense

              (304)

             (410)

 

              (289)

             (330)

Income (loss) before income taxes

(365)

1,755

     

Provision (benefit) for income taxes

              (139)

               666

     

Net income (loss)

$            (226)

$          1,089

 

==========

=========

     

Net income (loss) per share:

   

  Basic

$           (0.03)

$            0.15

  Diluted

(0.03)

0.14

     

Weighted average shares outstanding:

   

  Basic

7,307,464

7,148,673

  Diluted

7,307,464

7,541,389