<PAGE>   1

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

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

       FOR 13-WEEK PERIOD ENDED APRIL 1, 2000 COMMISSION FILE NO. 0-26228

                             MARTIN INDUSTRIES, INC.
             ------------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

             DELAWARE                                       63-0133054
    -------------------------------                      -------------------
    (STATE OR OTHER JURISDICTION OF                      (I.R.S.  EMPLOYER
     INCORPORATION OR ORGANIZATION)                      IDENTIFICATION NO.)


       301 EAST TENNESSEE STREET
           FLORENCE, ALABAMA                               35630
---------------------------------------                  ----------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                 (ZIP CODE)


                                 (256) 767-0330
              ----------------------------------------------------
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)


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 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 [X]    NO [ ]

INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES OF
COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE.

                     8,571,148 SHARES OF COMMON STOCK, $.01
                          PAR VALUE, AS OF MAY 15, 2000




<PAGE>   2



                             MARTIN INDUSTRIES, INC.

                                      INDEX


<TABLE>
<CAPTION>

                                                                                                         PAGE
                                                                                                         ----
<S>            <C>                                                                                       <C>
PART I.        FINANCIAL INFORMATION

               Item 1.     Financial Statements:

                           Unaudited Condensed Consolidated Balance Sheets as of
                           April 1, 2000 and December 31, 1999                                             2

                           Unaudited Condensed Consolidated Statements of
                           Operations and Comprehensive Income for the 13-Week
                           Periods Ended April 1, 2000 and April 3, 1999                                   4

                           Unaudited Condensed Consolidated Statements of
                           Cash Flows for the 13-Week Periods Ended
                           April 1, 2000 and April 3, 1999                                                 5

                           Notes to Condensed Consolidated Financial Statements                            6

                Item 2.    Management's Discussion and Analysis of Financial
                           Condition and Results of Operations                                            12

                Item 3.    Quantitative and Qualitative Disclosure About
                           Market Risk                                                                    18


PART II.        OTHER INFORMATION

                Item 2.    Changes in Securities and Use of Proceeds                                      19


                Item 6.    Exhibits and Reports on Form 8-K                                               19


</TABLE>


                                       1
<PAGE>   3



PART 1   FINANCIAL INFORMATION

Item 1.  Financial Statements

                             MARTIN INDUSTRIES, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
                                     ASSETS


<TABLE>
<CAPTION>

                                                          April 1,          December 31,
                                                            2000                1999
                                                        -----------         ------------

<S>                                                     <C>                 <C>
Current assets:
   Cash and short-term investments                      $    43,000          $ 5,218,000
   Accounts and notes receivable, less
      allowance for doubtful accounts of
      $616,000 and $604,000, respectively                18,307,000           13,153,000
   Inventories                                           13,350,000           13,192,000
   Refundable income taxes                                        0               16,000
   Deferred tax benefits                                  2,641,000            2,970,000
   Prepaid expenses and other assets                      1,180,000            1,164,000
                                                        -----------          -----------

         Total current assets                            35,521,000           35,713,000
                                                        -----------          -----------


   Property, plant and equipment, net                    14,130,000           13,579,000
   Deferred tax benefits                                  4,927,000            4,601,000
   Goodwill, net of accumulated amortization
        of $216,000 and $203,000, respectively            1,808,000            1,827,000
   Cash value of life insurance                           1,390,000            1,359,000
   Notes receivable                                         636,000            1,181,000
   Other                                                    650,000              660,000
                                                        -----------          -----------

                                                         23,541,000           23,207,000
                                                        -----------          -----------

         Total assets                                   $59,062,000          $58,920,000
                                                        ===========          ===========

</TABLE>

The accompanying notes are an integral part of these condensed consolidated
balance sheets.


                                       2
<PAGE>   4

                             MARTIN INDUSTRIES, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
                      LIABILITIES AND STOCKHOLDERS' EQUITY


<TABLE>
<CAPTION>

                                                                      April 1,             December 31,
                                                                        2000                   1999
                                                                    ------------           ------------
<S>                                                                 <C>                    <C>
LIABILITIES
   Current liabilities:
      Short-term borrowings                                         $  3,546,000           $    944,000
      Current portion of long-term debt                                1,207,000              4,458,000
      Accounts payable                                                 8,563,000              5,303,000
      Accrued liabilities:
         Payroll and employee benefits                                 2,603,000              2,374,000
         Product liability                                             1,105,000              1,122,000
         Warranty                                                        982,000                878,000
         Workers' compensation                                           726,000                731,000
         Restructure charge                                              322,000                589,000
         Other                                                           884,000                873,000
                                                                    ------------           ------------

            Total current liabilities                                 19,938,000             17,272,000
                                                                    ------------           ------------

   Long-term debt                                                      1,806,000              2,406,000
   Deferred compensation                                               2,129,000              2,187,000
                                                                    ------------           ------------

                                                                       3,935,000              4,593,000
                                                                    ------------           ------------

                  Total liabilities                                   23,873,000             21,865,000
                                                                    ------------           ------------


STOCKHOLDERS' EQUITY
   Preferred stock $.01 par value, 1,000,000
      shares authorized; no shares issued
      and outstanding                                                          0                      0
   Common stock, $.01 par value, 20,000,000 shares
      authorized; 9,763,293 shares issued at April 1,
      2000 and 9,763,054 at December 31, 1999                             98,000                 98,000
   Paid-in capital                                                    27,073,000             27,241,000
   Retained earnings                                                  15,666,000             17,639,000
   Accumulated other comprehensive loss                                 (577,000)              (554,000)
                                                                    ------------           ------------

                                                                      42,260,000             44,424,000
   Less:
      Treasury stock at cost (1,192,145 shares at April 1,
         2000 and December 31, 1999)                                   3,789,000              3,789,000
      Unearned compensation - ESOP                                     3,282,000              3,580,000
                                                                    ------------           ------------

            Total stockholders' equity                                35,189,000             37,055,000
                                                                    ------------           ------------

            Total liabilities and stockholders' equity              $ 59,062,000           $ 58,920,000
                                                                    ============           ============
</TABLE>

The accompanying notes are an integral part of these condensed consolidated
balance sheets.


                                       3
<PAGE>   5


                          MARTIN INDUSTRIES, INC.
                     CONDENSED CONSOLIDATED STATEMENTS
                   OF OPERATIONS AND COMPREHENSIVE INCOME
                                (UNAUDITED)


<TABLE>
<CAPTION>

                                                                       13-WEEK
                                                                    PERIOD ENDED
                                                        -----------------------------------
                                                          APRIL 1,               APRIL 3,
                                                            2000                   1999
                                                        ------------           ------------
<S>                                                     <C>                    <C>
NET SALES                                               $ 21,639,000           $ 23,033,000

Cost of sales                                             18,699,000             19,203,000
                                                        ------------           ------------
GROSS PROFIT                                               2,940,000              3,830,000
                                                        ------------           ------------
Operating expenses:
   Selling                                                 2,766,000              2,529,000
   General and administrative                              2,121,000              1,994,000
   Non-cash ESOP compensation expense                        130,000                180,000
   Restructure credit                                       (100,000)                     0
                                                        ------------           ------------
                                                           4,917,000              4,703,000
                                                        ------------           ------------

OPERATING LOSS                                            (1,977,000)              (873,000)

Gain on sales of assets                                      (75,000)            (1,231,000)
Interest expense                                             167,000                198,000
Interest income                                              (96,000)              (114,000)
                                                        ------------           ------------

INCOME (LOSS) BEFORE INCOME TAXES                         (1,973,000)               274,000

Provision for income taxes                                         0                110,000
                                                        ------------           ------------

NET INCOME (LOSS)                                       $ (1,973,000)          $    164,000
                                                        ============           ============
Other comprehensive income (loss), net of tax:
  Foreign currency translation adjustment                    (23,000)               176,000
                                                        ------------           ------------
Comprehensive income (loss)                             $ (1,996,000)          $    340,000


BASIC PER SHARE DATA:

Net income (loss)                                       $      (0.26)          $       0.02
                                                        ============           ============

Weighted average number of common and common
      equivalent shares outstanding                        7,572,390              7,160,459
                                                        ============           ============
DILUTED PER SHARE DATA:

Net income (loss)                                       $      (0.26)          $       0.02
                                                        ============           ============

Weighted average number of common and common
      equivalent shares outstanding                        7,572,390              7,197,392
                                                        ============           ============

DIVIDENDS DECLARED PER SHARE                            $      0.000           $      0.021
                                                        ============           ============

</TABLE>

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


                                       4
<PAGE>   6


                             MARTIN INDUSTRIES, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                   13-WEEK
                                                                                PERIOD ENDED
                                                                    ----------------------------------
                                                                      APRIL 1,               APRIL 3,
                                                                        2000                   1999
                                                                    -----------            -----------
<S>                                                                 <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                                                $(1,973,000)           $   164,000
   Adjustments to reconcile net income (loss) to net cash
   used in operating activities:
      Depreciation and amortization                                     526,000                370,000
      Gain on sales of assets                                           (75,000)            (1,231,000)
      Provision for doubtful accounts and notes receivable               12,000                 35,000
      Non-cash ESOP compensation expense                                130,000                180,000
      Other changes in operating assets and liabilities              (1,550,000)            (1,697,000)
                                                                    -----------            -----------

            Net cash used in operating activities                    (2,930,000)            (2,179,000)
                                                                    -----------            -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                                              (1,123,000)            (1,470,000)
   Proceeds from sale of assets                                         126,000                677,000
                                                                    -----------            -----------

      Net cash used in investing activities                            (997,000)              (793,000)
                                                                    -----------            -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Net short-term borrowings (repayments)                             2,604,000                 (2,000)
   Net repayments of long-term debt                                  (3,850,000)              (858,000)
   Exercise of stock options                                                  0                 48,000
   Cash dividends paid                                                        0               (113,000)
                                                                    -----------            -----------

      Net cash used in financing activities                          (1,246,000)              (925,000)
                                                                    -----------            -----------

NET DECREASE IN CASH AND SHORT-TERM
   INVESTMENTS                                                       (5,173,000)            (3,897,000)

EFFECT OF EXCHANGE RATE CHANGES ON CASH                                  (2,000)                (2,000)

CASH AND SHORT-TERM INVESTMENTS AT THE
   BEGINNING OF THE PERIOD                                            5,218,000              9,818,000
                                                                    -----------            -----------

CASH AND SHORT-TERM INVESTMENTS AT THE
   END OF THE PERIOD                                                $    43,000            $ 5,919,000
                                                                    ===========            ===========

Cash paid during the period for:
  Interest, net                                                     $   145,000            $   175,000
  Income taxes, net                                                 $         0            $         0

</TABLE>

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


                                       5
<PAGE>   7

                             MARTIN INDUSTRIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


1. BASIS OF PRESENTATION

Unaudited Interim Condensed Consolidated Financial Statements

         The accompanying unaudited interim condensed consolidated financial
statements of Martin Industries, Inc. and subsidiary (the "Company") have been
prepared in accordance with generally accepted accounting principles for interim
financial information and are presented in accordance with the requirements of
Form 10-Q and Article 10 of Regulation S-X. The financial statements should be
read in conjunction with the audited financial statements and notes thereto for
the year ended December 31, 1999 included on Form 10-K, as filed with the
Securities and Exchange Commission on March 30, 2000.

         In the opinion of management, the unaudited interim condensed
consolidated financial statements included herein reflect all adjustments
necessary to present fairly the information set forth therein. The Company's
business is seasonal and cyclical with the potential for significant
fluctuations in quarterly earnings; therefore, the consolidated results of
operations for the periods presented are not necessarily indicative of results
for the full year.

Principles of Consolidation and Fiscal Periods

         The unaudited interim condensed consolidated financial statements
include the accounts and transactions of the Company and its wholly owned
Canadian subsidiary, 1166081 Ontario Inc. All significant intercompany accounts
and transactions have been eliminated in consolidation.

         The Company's fiscal quarters end on the Saturday nearest each calendar
quarter-end. The Company utilizes a December 31 fiscal year-end.

Prior Year Reclassification

         Certain prior year amounts have been reclassified to conform with the
current year's presentation.


                                       6
<PAGE>   8


2.  INVENTORIES

         The Company's inventories are determined by the last-in, first-out
("LIFO") method for approximately 63% of the Company's inventories at both April
1, 2000 and December 31, 1999, and by the first-in, first-out ("FIFO") method
for all other inventories. Inventory costs include material, labor and overhead,
and the Company evaluates raw materials, purchase parts, work-in-process and
finished goods to ensure that inventory is not recorded at amounts in excess of
estimated net realizable value. Inherent in the estimates of net realizable
value are management's estimates related to the Company's customer demand,
product mix and salvage value. At April 1, 2000 and December 31, 1999, the
reserve for excess and obsolete inventory was $1,283,000 and $1,872,000,
respectively. An analysis of inventories at April 1, 2000 and December 31, 1999
follows:

<TABLE>
<CAPTION>

                                                                             April 1,           December 31,
                                                                               2000                 1999
                                                                           -----------          -----------
                                                                           (Unaudited)
         <S>                                                               <C>                  <C>
         Inventories valued at first-in, first-out ("FIFO") cost:
              Raw materials and purchased parts                            $ 9,145,000          $ 6,904,000
              Work-in-process                                                2,337,000            3,088,000
              Finished goods                                                 7,127,000            8,617,000
                                                                           -----------          -----------
                                                                            18,609,000           18,609,000
              Less excess of FIFO over LIFO cost                             5,259,000            5,417,000
                                                                           -----------          -----------
                                                                           $13,350,000          $13,192,000
                                                                           ===========          ===========
</TABLE>


3. INCOME TAXES

         The Company has net deferred tax assets resulting primarily from net
operating loss ("NOL") carryforwards in United States jurisdictions of
approximately $4,088,000 expiring in fiscal years 2019 through 2020, and NOL
carryforwards in Canada of approximately $2,193,000 expiring in fiscal years
2000 through 2007.

         The Company establishes valuation allowances in accordance with SFAS
No. 109, Accounting for Income Taxes. The Company continually reviews the
adequacy of the valuation allowance and is recognizing these benefits only as
reassessment indicates that it is more likely than not that the benefits will be
realized primarily through future taxable income and certain available tax
planning strategies.

         During 2000, the Company did not record a credit for income taxes as
the deferred tax assets resulting from the Company's operating losses were fully
reserved. In assessing the valuation allowance established at April 1, 2000 and
December 31, 1999, the Company recorded valuation allowances primarily related
to the Canadian NOL carryforwards to a level where management believes that it
is more likely than not that the remaining Canadian net deferred tax asset of
approximately $954,000 will be realized primarily through future taxable income
and available tax planning strategies.

         The total amount of future taxable income in the United States
necessary to realize the remaining deferred tax benefits is approximately $18.5
million. The Company expects to generate this income principally through the
implementation of reasonable and prudent tax planning strategies (including the
sale of certain divisions, property held for sale and other tax planning
strategies if necessary) to fully realize the net deferred tax assets.


                                       7
<PAGE>   9

         There can be no assurance that the Company will generate enough taxable
income through its operations to realize the net deferred tax assets; however,
management believes that the Company could generate future taxable income to
realize the net deferred tax asset of approximately $7.6 million primarily due
to the available tax planning strategies discussed above.

4. EARNINGS PER SHARE

         Basic earnings per share ("EPS") excludes dilution and is computed by
dividing income available to common stockholders by the weighted-average number
of common shares outstanding for the period. Diluted EPS reflects the potential
dilution that could occur if securities or other contracts to issue common stock
were exercised or converted into common stock or resulted in the issuance of
common stock that then shared in the earnings of the Company. Diluted EPS has
been computed based on the weighted average number of shares outstanding,
including the effect of outstanding stock options, if dilutive, in each
respective year.


                                       8
<PAGE>   10


         A reconciliation of shares as the denominator of the basic EPS
computation to the diluted EPS computation is as follows:


<TABLE>
<CAPTION>

                                                                13-Week Period Ended
                                                            ----------------------------
                                                             April 1,           April 3,
                                                               2000               1999
                                                            ---------          ---------
                  <S>                                       <C>                <C>
                  Weighted average shares-basic,
                      excluding ESOP and stock
                      option effects                        5,653,684          5,374,701

                  Weighted average effect of ESOP
                      shares committed to be
                      released                              1,918,706          1,785,758
                                                            ---------          ---------

                  Weighted average shares-basic             7,572,390          7,160,459

                  Dilutive effect of stock options                  0             36,933
                                                            ---------          ---------

                  Weighted average number of
                      common and common
                      equivalent shares
                      outstanding-diluted                   7,572,390          7,197,392
                                                            =========          =========

</TABLE>



Options outstanding of 622,014 and 517,540 for the 13-week periods ended April
1, 2000 and April 3, 1999, respectively, were not included in the table above as
they were anti-dilutive.


5. COMMITMENTS AND CONTINGENCIES

         On February 1, 1996, 1166081 Ontario Inc. acquired all of the capital
stock of Hunter for a purchase price of approximately $1,943,000 that included
$850,000 in cash, $729,000 in promissory notes payable and $364,000 paid into
escrow. The escrow fund was established at the closing to make funds available
to meet the sellers' indemnification obligations to the Company. During the
first quarter


                                       9
<PAGE>   11

of 1997, the Company notified certain of the sellers that it was withholding
payment on the promissory notes held by them pending resolution of certain
issues with the holders of the notes arising out of the purchase transaction.
The Company also claimed the entire amount in escrow and instituted litigation
to recover these amounts and additional amounts from certain sellers in the
purchase transaction, and certain of the sellers sued to enforce collection of
their notes.

         During 1998, the Company effected a settlement with all but two of the
former shareholders, and a contingent settlement with these two. Pursuant to the
settlement, the Company has received approximately $315,000 (including interest)
of funds held in escrow, an additional payment of $32,000, and cancellation of
promissory notes and accrued interest totaling approximately $364,000.
Consequently, during the fourth quarter of 1998, the Company recorded a gain on
settlement of litigation of $422,000. The contingent settlement with the two
former shareholders is subject to the adjudication or dismissal of certain
litigation assumed upon the acquisition of Hunter and will result (if the
contingency is satisfied and that portion of the settlement effectuated) in
receipt by the Company of an additional $100,000, and cancellation of notes and
accrued interest totaling approximately $227,000.

         The Company is a party to various legal proceedings that are incidental
to its business. Certain of these cases filed against the Company and other
companies engaged in businesses similar to the Company often allege, among other
things, product liability, personal injury and breach of contract and warranty.
Such suits sometimes seek the imposition of large amounts of compensatory and
punitive damages and trials by jury. In the opinion of management, after
consultation with legal counsel responsible for these matters, the ultimate
liability, if any, with respect to the proceedings in which the Company is
currently involved is not presently expected to have a material adverse affect
on the Company. However, the potential exists for unanticipated material adverse
judgments against the Company.


6. RESTRUCTURE CHARGES

         As part of the continuing effort to reduce operating costs and improve
manufacturing efficiencies, the Company made the decision to close its
Washington Park, Illinois facility. The Company initiated the closing and the
transfer of the gas grill, gas log and freestanding vent-free stove production
into the Athens, Alabama and Huntsville, Alabama locations during the second
quarter of 1998. The Company recorded a restructure charge of $615,000, before
tax, in connection with the closing. The restructure charge includes plant
closing costs of $590,000 (primarily payroll, severance and payroll taxes of
$234,000 and group insurance of $255,000) and a property, plant and equipment
valuation charge of $25,000. The estimated reserve remaining as of April 1, 2000
and December 31, 1999 totaled $145,000 and $189,000, respectively.

         On December 9, 1999, the Company announced the planned closing and
consolidation of its Huntsville, Alabama manufacturing facility. The closing of
the facility began during the first quarter of 2000 and is anticipated to be
completed by the end of the second quarter. The production in Huntsville has
been transferred to the Company's existing facilities in Athens and Sheffield,
Alabama and Orillia, Ontario. At December 31, 1999, the Company recorded a
restructure charge of $400,000, before tax, in connection with the closing. The
restructure charge included employee termination costs of $125,000 and other
exit costs of $275,000 (primarily payroll and benefits of $69,000 and group
insurance of $159,000). During 2000, the Company recorded a $100,000 reduction
of the reserve based on management's analysis that the original reserve for
group insurance claims should be reduced based on a lower-than-anticipated
number of terminated employees participating in the Company's self-insured
insurance plan. The estimated reserve remaining as of April 1, 2000 totaled
$177,000.


                                       10
<PAGE>   12


7. SALE OF CERTAIN ASSETS

         During the first quarter of 2000, the Company sold certain undeveloped
land and rental property and recorded a $75,000 gain.

         On March 31, 1999, the Company completed the sale of all of the assets
of its Ashley solid fuel division to United States Stove Company. The Company
recorded a gain on the sale of the Ashley division of $1,165,000 which is
included in gain on sales of assets in the Condensed Consolidated Statements of
Operations and Comprehensive Income. In connection with this sale, the Company
received cash of $1.1 million, during 1999, and accepted notes receivable
totaling approximately $1.1 million. The notes bear interest at 7% and are due
in installments through the end of 2001. The Company is holding common stock as
collateral and also obtained a personal guarantee from the buyer.

8. SHORT-TERM BORROWINGS

         Management of the Company currently believes that its existing cash and
funds generated from operations, together with the Company's unused borrowing
capacity under the Company's secured line of credit, will be sufficient to fund
the Company's operating needs during fiscal year 2000. The Company, however, has
experienced significant losses during the last two years, and losses could
continue during fiscal year 2000. Such continued losses could result in a
material reduction of internally generated funds and could also result in the
use of a substantial portion or all of the Company's secured line of credit.
Consequently, there can be no assurances that the Company's liquidity position
will not be adversely affected during fiscal year 2000. Further, although the
Company currently believes it has unused "asset-based" borrowing capacity and
other internal sources of liquidity, there can be no assurance that additional
financing, or, if the Company's current line of credit is not renewed, financing
to replace the existing line of credit will be available beyond fiscal year 2000
on terms acceptable to the Company. It is anticipated that during 2000 the
Company will expend approximately $3.2 million for capital expenditures as
compared to $5.7 million in 1999.

9. INDUSTRY SEGMENT INFORMATION

         Under SFAS No. 131, Disclosures about Segments of an Enterprise and
Related Information, certain information is disclosed for the two reportable
operating segments of the Company. The reportable segments were determined using
the internal management reporting system. They are composed of the Company's
significant sales segments. The home heating products segment includes vented
and vent-free gas heaters and furnaces, pre-engineered gas- and wood-burning
fireplaces and gas logs. The leisure and other products segment includes premium
gas barbecue grills, utility trailer kits and replacement parts. The accounting
policies for each segment are the same as those used by the Company. The Company
evaluates performance based on net sales, gross profit and segment contribution,
defined as gross profit less selling expenses. As such, the Company does not
allocate general and administrative expense, non-cash ESOP compensation expense,
interest expense, interest and other income or income taxes to the reportable
operating segments. The segment results include certain overhead allocations,
primarily related to fixed manufacturing and selling expenses. The results and
identifiable net assets for the two reportable segments of the Company are
included in the following table.


                                       11
<PAGE>   13


<TABLE>
<CAPTION>
                                                        Segment Information
                                                 ---------------------------------
                                                        13-Week Period Ended
                                                 ---------------------------------
                                                 April 1,                 April 3,
                                                   2000                     1999
                                                 --------                 --------
                                                           (In thousands)
<S>                                              <C>                      <C>
Net sales:
       Home heating products                     $  9,447                 $ 11,463
       Leisure and other products                  12,192                   11,570
                                                 --------                 --------
                                                 $ 21,639                 $ 23,033
                                                 ========                 ========
Gross profit:
       Home heating products                     $  1,157                 $  1,902
       Leisure and other products                   1,783                    1,928
                                                 --------                 --------
                                                 $  2,940                 $  3,830
                                                 ========                 ========
Segment contribution (loss):(1)
       Home heating products                     $   (112)                $    380
       Leisure and other products                     286                      921
                                                 --------                 --------
                                                 $    174                 $  1,301
                                                 ========                 ========
<CAPTION>
                                                 April 1,                 Dec. 31,
                                                   2000                     1999
                                                 --------                 --------
<S>                                              <C>                      <C>
Identifiable net assets:(2)
       Home heating products                     $ 14,864                 $ 16,170
       Leisure and other products                   8,295                    6,621
       Other(3)                                     4,321                    3,980
                                                 --------                 --------
                                                 $ 27,480                 $ 26,771
                                                 ========                 ========
</TABLE>

(1)      Segment contribution (loss) consists of gross profit less selling
         expenses.
(2)      Represents Property, Plant and Equipment and Inventory (each net of
         respective reserves).
(3)      Represents amount attributable to the Company's corporate
         administration.


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


         The following discussion of the financial condition and results of
operations of the Company should be read in conjunction with the unaudited
interim condensed consolidated financial statements of the Company and notes
thereto appearing elsewhere in this Form 10-Q. All references to the first
quarter of 2000 and the first quarter of 1999 are referring to the 13-week
periods ended April 1, 2000 and April 3, 1999, respectively.


                                      12
<PAGE>   14

GENERAL

         The Company announced on March 29, 2000, that it had engaged J.C.
Bradford & Co., LLC, of Nashville, Tennessee, to assist the Company in
exploring its strategic alternatives, which could include the sale of the
Company or some or all of its operating divisions or product lines. There can
be no assurance that any transaction or other strategic alternative will occur
or be pursued or as to the form that any possible transaction or other
strategic alternative might take. The Company does not currently expect to
disclose developments regarding its pursuit of strategic alternatives unless
and until it is in a position to announce it has decided upon a definitive
transaction or strategic alternative.

         As used in the following discussion and elsewhere in this Quarterly
Report, the term gross sales reflects total customer invoices billed by the
Company for the applicable period, net of any customer sales credits issued. The
term net sales as used herein and elsewhere in this Quarterly Report, reflects
gross sales less deductions for cash discounts, freight and royalties paid by
the Company.

RESULTS OF OPERATIONS

         The following tables set forth, for the periods indicated, information
derived from the Company's financial statements expressed as a percentage of
net sales.

<TABLE>
<CAPTION>
                                                    13-Week Period Ended
                                                  -------------------------
                                                  April 1,         April 3,
                                                    2000             1999
                                                  --------         --------

<S>                                               <C>              <C>
Net sales                                         100.0%            100.0%
Cost of sales                                      86.4              83.4
Gross profit                                       13.6              16.6
                                                  -----             -----
Operating expense:
      Selling                                      12.8              11.0
      General and administrative                    9.8               8.7
      Non-cash ESOP compensation expense            0.6               0.8
      Restructure credit                           (0.5)              0.0
                                                  -----             -----
                                                   22.7              20.5
                                                  -----             -----
Operating loss                                     (9.1)             (3.9)
Gain on sales of assets                            (0.3)             (5.4)
Interest expense                                    0.8               0.8
Interest income                                    (0.5)             (0.5)
                                                  -----             -----
Income (loss) before income taxes                  (9.1)              1.2
Provision for income taxes                          0.0               0.5
                                                  -----             -----
Net income (loss)                                  (9.1)%             0.7%
                                                  =====             =====
</TABLE>


                                      13
<PAGE>   15


13-WEEK PERIOD ENDED APRIL 1, 2000 COMPARED TO 13-WEEK PERIOD ENDED APRIL 3,
1999

Net Sales

         Net sales in the 13-week period ended April 1, 2000 decreased to $21.6
million from $23.0 million in the 13-week period ended April 3, 1999, a
decrease of $1.4 million, or 6.1%.

Home Heating Products. Net sales of home heating products decreased to $9.4
million in the first quarter of 2000 from $11.5 million in the first quarter of
1999, a decrease of $2.2 million, or 17.6%. The decrease in net sales of home
heating products was primarily the result of a decrease in gross hearth products
sales of $2.0 million, or 18.8%, to $9.3 million. Hearth product sales were
negatively impacted by lower housing starts, declining consumer confidence and
February shipment delays associated with a computer system conversion. Sales of
heating appliances during the first quarter were approximately the same as in
the first quarter of 1999.

Leisure and Other Products. Net sales of leisure and other products increased
$622,000, or 5.4%, in the first quarter of 2000 to $12.2 million as compared to
$11.6 million in the first quarter of 1999. Sales of barbecue gas grills
increased $2.3 million, or 25.8%, in the first quarter of 2000, as compared to
the first quarter of 1999, primarily as a result of enhancements to the 2000
product offering, strong brand recognition and improved delivery of early season
orders. Sales of NuWay utility trailers decreased $1.3 million, or 68.9%, to
$572,000 in the first quarter of 2000. The loss of a significant NuWay customer
and the planned introduction of the redesigned trailer late in the first
quarter, which resulted in the loss of some early season orders, negatively
impacted trailer sales.

Gross Profit

         Gross profit in the first quarter of 2000 was $2.9 million as compared
to $3.8 million in the first quarter of 1999, a decrease of $890,000, or 23.2%.
Gross margin, defined as gross profit as a percentage of net sales, decreased
to 13.6% in the first quarter of 2000 from 16.6% in the first quarter of 1999.

Home Heating Products. Gross profit on net sales of home heating products in
the first quarter of 2000 was $1.2 million as compared to $1.9 million in the
first quarter of 1999, a decrease of $745,000, or 39.2%. The decrease in gross
profit was primarily the result of the decrease in sales volume during the
quarter together with increased freight and material cost. Gross margin
decreased to 12.2% in the first quarter of 2000 from 16.6% in the first quarter
of 1999.

Leisure and Other Products. Gross profit on net sales of leisure and other
products in the first quarter of 2000 was $1.8 million as compared to $1.9
million in the first quarter of 1999, a decrease of $145,000, or 7.5%. The
reduction in gross profit was primarily the result of increased freight and
material costs together with an increase in the amount of fixed manufacturing
cost allocated to the segment. The increase in the allocation of fixed
manufacturing cost is the result of an increase in grill production as a
percentage of total production together with a 3.4% increase in total fixed
manufacturing cost. Gross margin decreased to 14.6% in the first quarter of
2000 from 16.7% in the first quarter of 1999.

Selling Expenses

         Selling expenses in the first quarter of 2000 increased to $2.8
million from $2.5 million in the first quarter of 1999, an increase of
$237,000, or 9.4%, primarily the result of increased commissions, advertising
and promotion expenses. Selling expenses as a percent of net sales increased to
12.8% in the first quarter of 2000 from 11.0% in the first quarter of 1999.


                                      14
<PAGE>   16


Segment Contribution

         Total segment contribution, defined as gross profit less selling
expenses, decreased $1.1 million, or 86.6%, to $174,000 in the first quarter of
2000. The decrease was the result of the 23.2% decrease in gross profit and the
9.4% increase in selling expenses.

General and Administrative Expenses

         General and administrative expenses increased $127,000, or 6.4%, in the
first quarter of 2000 as compared to the first quarter of 1999. The increase was
primarily the result of an increase in depreciation and amortization expense
associated with a computer systems change implemented in 1999 and the first
quarter of 2000.

Non-cash ESOP Compensation Expense

         Non-cash ESOP compensation expense was $130,000 in the first quarter
of 2000 as compared to $180,000 in the first quarter of 1999, a decrease of
$50,000, or 27.8%. In the first quarter of 2000, 86,835 shares of unallocated
ESOP stock were committed to be released as compensation at an average fair
value of $1.50 per share as compared to 70,662 shares committed to be released
as compensation at an average fair value of $2.55 per share in the first
quarter of 1999.

Restructure Credit

         The restructure credit of $100,000 represents a reduction of the
reserve for the Huntsville, Alabama plant closing. The reduction was based on
the Company's analysis that the original reserve for group insurance claims
should be reduced based on a lower-than-anticipated number of terminated
employees participating in the Company's self-insured insurance plan.

Gain on Sales of Assets

         The gain on sales of assets of $75,000 recorded during the first
quarter of 2000 includes the sale of certain undeveloped land and rental
property. During the first quarter of 1999, the Company recorded a $1.2 million
gain on the sale of the Ashley division. See Note 7 to Notes to Condensed
Consolidated Financial Statements.

Interest Expense

         Interest expense in the first quarter of 2000 was $167,000 as compared
to $198,000 in the first quarter of 1999, a decrease of $31,000, or 15.7%. The
decrease was primarily attributable to a decrease in average outstanding debt.

Interest Income

         Interest income in the first quarter of 2000 was $96,000 as compared
to $114,000 in the first quarter of 1999, a decrease of $18,000, or 15.8%. The
decrease was primarily attributable to a decrease in average outstanding
investments.


                                      15
<PAGE>   17


Provision for Income Taxes

         During the first quarter of 2000, the Company did not record a credit
for income taxes as the deferred tax assets resulting from the Company's
operating losses were fully reserved. See Note 3 to Notes to Condensed
Consolidated Financial Statements. During the first quarter of 1999, the
Company recorded a provision for income taxes of $110,000.

Net Loss and Net Loss Per Share

         The net loss in the first quarter of 2000 was $2.0 million as compared
to the net income of $164,000 in the first quarter of 1999. The change was
primarily the result of the factors discussed above.

         The net loss per share-basic was $0.26 in the first quarter of 2000 as
compared to the net income per share-basic of $0.02 in the first quarter of
1999. The change in the net loss per share-basis in the first quarter of 2000
was partially offset by the increase in the weighted average shares outstanding.
The increase in the weighted average shares outstanding was primarily the result
of stock options exercised and ESOP shares released and committed to be released
to participants.

         The net loss per share-diluted was $0.26 in the first quarter of 2000
as compared to the net income per share-diluted of $0.02 in the first quarter
of 1999. The dilutive effect of stock options did not have a material effect on
the net income (loss) per share on a diluted basis.

         The Company's orders as of May 15, 2000 for its home heating and
leisure products were approximately $4.9 million, as compared with second
quarter orders of approximately $11.3 million as of the same date in 1999.
The Company attributes this decline in orders primarily to the extension of the
deadline for orders under its early booking program for home heating products
from May 1, 2000 to June 1, 2000, the loss of vent-free heater orders from a
significant home heating product customer and improved delivery of early season
orders for Broilmaster gas grills in the first quarter of 2000. The Company
believes that this decline in orders may have an adverse effect of the Company's
net sales and earnings for the second quarter of 2000.

LIQUIDITY AND CAPITAL RESOURCES

         The Company has historically financed its operations from internally
generated funds and seasonal borrowings under its bank line of credit. The
Company's primary capital requirements are for working capital, capital
expenditures and debt service.

         As a result of its seasonal business cycle, the Company finances
interim working capital requirements with cash and bank lines of credit, one
with its principal lender and one with a Canadian financial institution. The
line of credit with its principal lender was entered into effective January 1,
2000, has a current maximum of $10,000,000 and expires on January 1, 2001. The
line of credit is secured by the receivables and inventory of the Company
(exclusive of the receivables and inventory of Hunter). Interest on the line of
credit is payable monthly at a variable rate of 30-day LIBOR plus 1.25%, which
on May 15, 2000 was 7.54%. As of April 1, 2000, the outstanding balance of the
line of credit was $2.6 million. In connection with the renewal of the line in
March 2000, the Company repaid the $3.2 million term loan utilized to fund the
acquisition of Hunter.

         During 1998, Hunter established a bank line of credit with a Canadian
financial institution. The credit agreement provides a line of approximately
$1,550,000. The credit line is subject to an annual renewal on April 30 each
year. As of May 15, 2000, the results of the financial institution's review
were still pending. The financial institution's review could result in the
cancellation of the line or a revision of its terms. In the event that the
financial institution terminates the line of credit or proposes amended terms
that are unacceptable to the Company, the Company currently believes it has
adequate capital resources available to fund Hunter's operations in the near
term. The line of credit is secured by Hunter's receivables, inventory and
equipment. Interest on the line of credit is payable monthly at a variable rate


                                      16
<PAGE>   18


equivalent to the financial institution's prime lending rate plus 0.5%, which at
May 15, 2000 was 7.5%. As of April 1, 2000, the outstanding balance of the line
of credit was $946,000.

         In January 1993, the Company obtained a term loan from its primary
lender, the proceeds of which were loaned to the Company's Employee Stock
Ownership Plan ("ESOP") to enable the ESOP to purchase 3,489,115 shares of
common stock from certain stockholders of the Company. The loan is due in
semi-annual principal payments of $596,700 over a ten-year period. Interest on
the loan is payable monthly at a variable rate of 79.5% of prime plus 1.35%.
Simultaneously with the origination of the loan, the Company entered into a
separate interest rate swap agreement that was designed to fix the interest rate
on the loan for seven years from its origination at 8.21%. The interest rate
swap expired in January 2000. At May 15, 2000, the interest rate was 8.51%. The
loan is secured by a lien on the Company's buildings and equipment and is cross
collateralized with the secured line of credit. As of April 1, 2000, the
outstanding balance of the loan was $2,984,000.

         Management of the Company currently believes that its existing cash and
funds generated from operations, together with the Company's unused borrowing
capacity under the Company's secured line of credit, will be sufficient to fund
the Company's operating needs during fiscal year 2000. The Company, however, has
experienced significant losses during the last two years and during the first
quarter of 2000, and losses could continue during the remainder of fiscal year
2000. Such continued losses could result in a material reduction of internally
generated funds and could also result in the use of a substantial portion or all
of the Company's secured line of credit. Consequently, there can be no
assurances that the Company's liquidity position will not be adversely affected
during fiscal year 2000. Further, although the Company currently believes it has
unused "asset-based" borrowing capacity and other internal sources of liquidity,
there can be no assurance that additional financing, or, if the Company's
current line of credit is not renewed, financing to replace the existing line of
credit will be available beyond fiscal year 2000 on terms acceptable to the
Company. It is anticipated that during 2000 the Company will expend
approximately $3.2 million for capital expenditures as compared to $5.7 million
in 1999.

         On October 29, 1999, the Company announced that its Board of Directors
had discontinued the payment of regular quarterly cash dividends. The Company's
Board of Directors decided that it would be in the best interests of the
Company and its stockholders for the Company to discontinue the payment of a
cash dividend at that time and to invest those funds in the business in support
and furtherance of the Company's strategic plan. Any future payment of
dividends will be within the discretion of the Board of Directors and will
depend on the Company's profitability, capital requirements, financial
condition, business opportunities and other factors which the Board of
Directors may deem relevant.

FINANCIAL POSITION

         Cash and short-term investments in the first quarter of 2000 decreased
$5.2 million as a result of the following factors: 1.) a net loss of $2.0
million, 2.) a $5.2 million increase in accounts receivable, 3.) a $3.3 million
increase in accounts payable, 4.) capital expenditures of $1.1 million, 5.)
short-term borrowings of $2.6 million and 6.) repayments of long-term debt of
$3.9 million. Accounts receivable increased $5.2 million in the first quarter of
2000. The increase in accounts receivable was primarily the result of a $9.6
million increase in dating receivables for grills and heating appliances. In an
effort to better control its production schedule in light of the seasonal nature
of its barbecue gas grill and heating appliance business, the Company utilizes
early booking programs under which customers receive favorable dating terms for
placing their orders early and permitting the Company to ship the products at
"factory convenience."

         During the first quarter of 2000, net property, plant and equipment
increased $551,000. The increase was the result of $1.1 million in capital
expenditures during the quarter offset by the sale of certain assets and
depreciation expense of $526,000. Capital expenditures primarily


                                      17
<PAGE>   19

include equipment and tooling for the Company's production facilities and costs
incurred in conjunction with the continued implementation of fully integrated
Enterprise Resource Planning Programs and Systems.


ITEM 3.         QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

         The Company is exposed to market risk from changes in foreign currency
exchange rates and interest rates as part of its normal operations. The Company
has estimated its market risk exposures using sensitivity analyses assuming a
10% change in market rates.

FOREIGN CURRENCY EXCHANGE RATE RISK

         Due to its Canadian operations, the Company has assets, liabilities,
operations and cash flows in the Canadian currency. Fluctuations in foreign
currency exchange rates impact the U.S. dollar value of Canadian dollar assets,
liabilities, operations and cash flows. The Company translates the Canadian
dollar income statement to U.S. dollars using the average rate of exchange and
translates the Canadian dollar balance sheet to U.S. dollars using the closing
rate of exchange. Certain accounts (e.g., capital stock) are translated using
an historical exchange rate. Consequently, unrealized foreign currency
translation adjustments are reported as a separate component of stockholders'
equity. To illustrate the potential impact of changes in foreign currency
exchange rates on the unrealized foreign currency translation adjustment, a
hypothetical 10% change (decrease) in the average and closing exchange rates
for the three-month period ended April 1, 2000 would have increased the
unrealized foreign currency translation adjustment (a loss) by $720,000.

INTEREST RATE RISK

         At April 1, 2000, the Company had $2,984,000 of debt outstanding at a
variable interest rate of 79.5% of prime plus 1.35%. The debt is scheduled to
mature in September 2002. Therefore, the Company is exposed to interest rate
fluctuations on the debt balance. A hypothetical increase of 10% (for example,
the prime rate of 9.0% would increase to 9.90%) in the prime lending rate would
not cause the Company's interest expense to increase significantly.

         Effective January 1, 2000, the Company entered into a secured bank
line of credit of up to a maximum of $10,000,000 which is to be utilized to
finance inventories, receivables and operations on an interim basis. Interest
on the line of credit is payable monthly at a variable rate based on the 30-day
London Interbank Offered Rate ( LIBOR ) plus 1.25%. A hypothetical increase of
10% in the LIBOR rate would not cause the Company's interest expense to
increase significantly.

         Further, Hunter maintains a secured bank line of credit of up to a
maximum of approximately $1,550,000 which is to be utilized to finance
inventories, receivables and operations. Interest on the line of credit is
payable monthly at a variable rate based on the lender's prime rate plus .5%. A
hypothetical increase of 10% in the prime lending rate would not cause the
Company's interest expense to increase significantly.

         Certain statements contained in this section and the estimated amounts
generated from the sensitivity analyses referred to above include
forward-looking statements of market risk which assume that certain adverse
market conditions may occur.


                                      18
<PAGE>   20


Actual future market conditions may differ materially from such assumptions.
Accordingly, the forward-looking statements should not be considered projections
by the Company of future events or losses.


PART II.     OTHER INFORMATION

ITEM 2.      CHANGES IN SECURITIES AND USE OF PROCEEDS

         On July 18, 1995, the Company closed the sale of 2,300,000 shares of
common stock at a price of $9.50 per share in connection with the initial
public offering of its stock. The proceeds of the offering, net of an
underwriting discount of $1,530,000 and expenses of $923,000, were $19,397,000.
Through the date of this Quarterly Report, the Company has used approximately
all of the proceeds to fund capital expenditures, acquire Hunter Technology
Inc., repay outstanding indebtedness, acquire shares of its Common Stock in
accordance with the Company's share repurchase program, and for working capital
and other general corporate purposes. During the first quarter of 2000, the
Company used approximately $5.2 million to fund capital expenditures, repay
outstanding indebtedness and for working capital and other general corporate
purposes. See "Condensed Consolidated Balance Sheets," "Condensed Consolidated
Statements of Cash Flows," and "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Liquidity and Capital
Resources and -- Financial Position," appearing elsewhere in this report.

ITEM 6.      EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits

                  *3(a)    Form of Restated Certificate of Incorporation of
                           Martin Industries, Inc. which was filed as Exhibit
                           3(a) to the Registrant's Registration Statement on
                           Form S-1 filed with the Commission on July 10, 1995
                           (Registration No. 33-90432).

                  *3(b)    Bylaws of Martin Industries, Inc. as amended and
                           restated on May 16, 1997 which were filed as Exhibit
                           3(b) to the Registrant's Quarterly statement on Form
                           10-Q for the 26-week period ended June 28, 1997
                           (Commission File No. 0-26228).

                  *3(c)    Amendments to the By-laws of Martin Industries, Inc.
                           which were filed as Exhibit 99.1 to the Company's
                           Form 8-K on February 24, 1999 (Commission File No.
                           0-26228).

                  *4(a)    Article 4 of the Restated Certificate of
                           Incorporation of Martin Industries, Inc. (included in
                           Exhibit 3(a)).

                  *4(b)    Rights Agreement, dated as of February 23, 1999,
                           between Martin Industries, Inc. and SunTrust Bank,
                           Atlanta, Rights Agent, which was filed as Exhibit 1
                           to the Company's Registration Statement on Form 8-A
                           (Commission File No. 0-26228).

                  10(a)    Form of Stock Appreciation Rights Agreement dated
                           January 3, 2000 by and between Martin Industries,
                           Inc. and each corporate officer.

                                      19
<PAGE>   21


                  10(b)    Form of Retention and Termination Agreement dated
                           April 7, 2000 by and between Martin Industries, Inc.
                           and each corporate officer.

                  **27     Financial Data Schedule (for SEC use only).

           (b)    Reports on Form 8-K

                  No reports were filed on Form 8-K during the period.

---------
 *Incorporated by reference
**Filed with electronic filing only

"Safe Harbor" Statement Under the Private Securities Litigation Reform Act of
1995:

         With the exception of historical information, the matters and
statements discussed, made or incorporated by reference in this Quarterly Report
on Form 10-Q, including those regarding the restructuring charges resulting from
the closing of the Huntsville, Alabama facility and the Washington Park
facility, the Company's engagement of J.C. Bradford & Co., LLC to assist the
Company in exploring strategic alternatives, the estimated reserve for excess
and obsolete inventories, the utilization of deferred tax assets related to net
operating loss carryforwards, the Company's beliefs with respect to the funding
of its operations during fiscal year 2000, and the Company's expectations and
estimates regarding its foreign currency exchange rate and interest rate risk,
constitute forward-looking statements and are discussed, made or incorporated by
reference, as the case may be, pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Wherever possible, the Company
has identified these "forward-looking" statements (as defined in Section 21E of
the Securities Exchange Act of 1934) by words such as "anticipates," "may,"
"believes," "estimates," "projects," "expects," "intends," and words of similar
import. In addition, the Company and its representatives may from time to time
make other oral or written statements that are also forward-looking statements.
Such forward-looking statements involve certain assumptions, risks and
uncertainties that could cause actual results to differ materially from those
included in or contemplated by the statements. In particular, there can be no
assurance that the Company will not exceed the estimated reserve for excess and
obsolete inventories, or will utilize deferred tax assets related to net
operating loss carryforwards. These assumptions, risks and uncertainties
include, but are not limited to, those associated with general economic cycles;
the cyclical nature of the industries in which the Company operates and the
factors related thereto, including consumer confidence levels, inflation,
employment and income levels, the availability of credit, and factors affecting
the housing industry; the potential in the Company's business to experience
significant fluctuations in quarterly earnings; the Company's business strategy,
including its strategy of pursuing new product development; potential losses
from product liability and personal injury lawsuits; the effects of seasonality
and weather conditions on the Company's home heating product sales and other
sales; fluctuations in quarterly earnings due to ESOP accounting; the effect of
existing and new governmental and environmental regulations applicable to the
Company; the dependence of the Company on key personnel; the highly competitive
nature of each of the industries in which the Company operates; the volatility
of the stock price at which outstanding shares of the Company may trade from
time to time; and


                                      20
<PAGE>   22


the other risks and uncertainties discussed or indicated in all documents filed
by the Company with the Commission. The Company expressly disclaims any
obligation to update publicly any forward-looking statements, whether as a
result of new information, future events or otherwise.

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.



MARTIN INDUSTRIES, INC.

   Date:  May 15, 2000        By  /s/ Roderick V. Schlosser
                                 ----------------------------------------------
                                     Roderick V. Schlosser
                                     Vice President and Chief Financial Officer
                                     and Secretary
                                     (Executed on behalf of Registrant and
                                     as Principal Financial Officer)


                                      21
<PAGE>   23


                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
         Exhibit
         Number            Description of Exhibits                                                                Page No.
         -------           -----------------------                                                                --------

         <S>               <C>                                                                                    <C>
          *3(a)            Form of Restated Certificate of Incorporation of Martin Industries, Inc. which
                           was filed as Exhibit 3(a) to the Registrant's Registration Statement on
                           Form S-1 filed with the Commission on July 10, 1995 (Registration No. 33-90432).

          *3(b)            By-laws of Martin Industries, Inc. as amended and restated on May 16, 1997
                           which were filed as Exhibit 3(b) to the Registrant's Quarterly Statement on
                           Form 10-Q for the 26-week period ended June 28, 1997 (Commission File No.
                           0-26228).

          *3(c)            Amendments to the By-laws of Martin Industries, Inc. which were filed as
                           Exhibit 99.1 to the Company's Form 8-K on February 24, 1999 (Commission File
                           No. 0-26228).

          *4(a)            Article 4 of the Restated Certificate of Incorporation of Martin Industries,
                           Inc. (included in Exhibit 3(a)).

          *4(b)            Rights Agreement, dated as of February 23, 1999, between Martin Industries,
                           Inc. and SunTrust Bank, Atlanta, Rights Agent, which was filed as Exhibit 1 to
                           the Company's Registration Statement on Form 8-A (Commission File No. 0-26228).

          10(a)            Form of Stock Appreciation Rights Agreement dated January 3, 2000 by and between
                           Martin Industries, Inc. and each corporate officer.

          10(b)            Form of Retention and Termination Agreement dated April 7, 2000 by and between
                           Martin Industries,  Inc. and each corporate officer.

        **27               Financial Data Schedule (for SEC use only).
</TABLE>

         --------------------------
          *Incorporated by reference
         **Filed with electronic filing only