<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 quarterly period ended August 31, 2000

                                       OR

[ ] Transition Report Pursuant to Section 13 or 15 (d) of the Securities
    Exchange Act of 1934

Commission File No: 0-28812

                          RANKIN AUTOMOTIVE GROUP, INC.
             (Exact name of registrant as specified in its charter)


                Louisiana                                        72-0838383
----------------------------------------                    -------------------
      (State or other jurisdiction                           (I.R.S. Employer
            of incorporation)                               Identification No.)


  3838 N. Sam Houston Parkway E., #600
               Houston, TX                                         77032
----------------------------------------                           -----
(Address of principal executive offices)                         (Zip code)


                                 (281) 618-4000
               --------------------------------------------------
               Registrant's telephone number, including Area Code

          Securities registered pursuant to Section 12 (b) of the Act:

                                      None

          Securities registered pursuant to Section 12 (g) of the Act:

                          Common Stock, $.01 par value

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                                YES X    NO
                                   ---      ---

         As of October 15, 2000, 5,186,613 shares of common stock were
outstanding.

<PAGE>   2

                          RANKIN AUTOMOTIVE GROUP, INC.
                                      INDEX


<TABLE>
<S>                                                                                  <C>
PART I.       FINANCIAL INFORMATION

         Item 1.  Financial Statements

                  Consolidated Balance Sheets - August 31, 2000 (unaudited) and
                  February 29, 2000

                  Condensed Statements of Income - Three months and six months
                  ended August 31, 2000 and 1999 (unaudited)

                  Condensed Statements of Cash Flows -Six months ended
                  August 31, 2000 and 1999 (unaudited)

                  Notes to Condensed Financial Statements -Six months ended
                  August 31, 2000 and 1999 (unaudited)


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

         Item 3.  Quantitative and Qualitative Disclosures about Market Risk

PART II. OTHER INFORMATION

         Item 1.  Legal Proceedings

         Item 6.  Exhibits and Reports on Form 8-K

SIGNATURES
</TABLE>


                                       2
<PAGE>   3

                          RANKIN AUTOMOTIVE GROUP, INC.
                            CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                  AUGUST 31,       FEBRUARY 29,
                                                                     2000              2000
                                                                 ------------      ------------
                                                                 (Unaudited)         (Audited)
<S>                                                              <C>               <C>
ASSETS
Current assets:
    Cash                                                         $    723,809      $    957,119
    Accounts receivable, net of allowance for doubtful
       accounts of $1,485,847 and $1,380,000, respectively          7,967,417         9,458,057
       Related party receivable                                            --            22,205
       Amounts receivable from vendors                              3,870,248         4,989,484
    Inventories                                                    38,431,917        47,395,741
    Prepaid expenses and other current assets                         517,174           785,968
                                                                 ------------      ------------
       Total current assets                                        51,510,565        63,608,574

Property and equipment, net                                         4,217,100         4,469,750
Goodwill, net                                                       6,953,126         8,249,920
Deferred financing costs, net                                         379,110           433,111
                                                                 ------------      ------------
       Total assets                                              $ 63,059,901      $ 76,761,355
                                                                 ------------      ------------
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
    Accounts payable                                             $ 24,642,174      $ 26,131,010
    Accrued expenses                                                1,700,776         2,447,813
    Current portion of long-term debt                              28,701,663         2,146,448
    Income taxes payable                                                   --                --
                                                                 ------------      ------------
    Total current liabilities                                      55,044,613        30,725,271
Long-term debt, less current portion                                  161,870        31,641,605
                                                                 ------------      ------------
Commitments and contingencies                                      55,206,483        62,366,876
                                                                 ------------      ------------
Stockholders' equity:
    Preferred stock, no par value, 2,000,000 shares
       authorized, none issued                                             --                --
    Common stock, $.01 par value, 10,000,000 shares
       authorized, 5,201,613 issued                                    52,016            52,016
    Additional paid-in capital                                     14,513,154        14,513,154
    Retained earnings (deficit)                                    (6,516,752)           24,309
    Less:  Treasury stock 15,000 shares at cost                      (195,000)         (195,000)
                                                                 ------------      ------------
       Total stockholders' equity                                   7,853,418        14,394,479
                                                                 ------------      ------------
       Total liabilities and stockholders' equity                $ 63,059,901      $ 76,761,355
                                                                 ------------      ------------
</TABLE>


                  See Notes to Condensed Financial Statements.


                                       3
<PAGE>   4

                          RANKIN AUTOMOTIVE GROUP, INC.
                   CONDENSED STATEMENTS OF INCOME (UNAUDITED)


<TABLE>
<CAPTION>
                                          Three Months Ended August 31,        Six Months Ended August 31,
                                          ------------------------------     ------------------------------
                                              2000              1999             2000              1999
                                          ------------      ------------     ------------      ------------
<S>                                       <C>               <C>              <C>               <C>
Net sales                                 $ 24,897,967      $ 37,681,167     $ 54,121,905      $ 66,030,662
Cost of goods sold                          17,919,088        24,362,390       36,152,745        42,019,291
                                          ------------      ------------     ------------      ------------
Gross Profit                                 6,978,879        13,318,777       17,969,160        24,011,371

Operating, selling, general and
   administrative expenses                   9,723,842        11,624,772       20,268,863        20,952,310
Loss on sale and closure
   of operations                             2,085,398                --        2,085,398                --
                                          ------------      ------------     ------------      ------------
Income (loss) from operations               (4,830,361)        1,694,005       (4,385,101)        3,059,061
Interest expense                               940,045           697,125        2,155,960         1,280,252
                                          ------------      ------------     ------------      ------------
Net income (loss) before income taxes       (5,770,406)          996,880       (6,541,061)        1,778,809
Income taxes (benefit)                              --           197,096               --           197,096
                                          ------------      ------------     ------------      ------------
Net income (loss)                         $ (5,770,406)     $    799,784     $ (6,541,061)     $  1,581,713
                                          ------------      ------------     ------------      ------------
Earnings (loss) per share                 $      (1.11)     $       0.15     $      (1.26)     $       0.31
                                          ------------      ------------     ------------      ------------
Earnings (loss) per share -
   assuming dilution                      $      (1.11)     $       0.15     $      (1.26)     $       0.31
                                          ------------      ------------     ------------      ------------
Average common shares outstanding            5,186,613         5,186,613        5,186,613         5,142,301
Dilutive effective of stock options                 --                --               --               750
                                          ------------      ------------     ------------      ------------
Average common shares outstanding -
   assuming dilution                         5,186,613         5,186,613        5,186,613         5,143 051
                                          ------------      ------------     ------------      ------------
</TABLE>


                  See Notes to Condensed Financial Statements.


                                       4
<PAGE>   5

                          RANKIN AUTOMOTIVE GROUP, INC.
                 CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)


<TABLE>
<CAPTION>
                                                                       SIX MONTHS ENDED AUGUST 31,
                                                                      ----------------------------
                                                                          2000            1999
                                                                      ------------    ------------
<S>                                                                   <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net earnings (loss)                                                   $ (6,541,061)   $  1,581,713
Adjustments to reconcile net income to net
    cash provided by (used in) operating activities:
       Depreciation and amortization                                     1,737,673         621,407
       Provisions for bad debts                                            105,847         161,164
    Changes in assets and liabilities:
       (Increase) decrease in accounts receivable                        1,590,320         605,943
       (Increase) decrease in amounts receivable from vendors              935,913              --
       (Increase) decrease in inventories                                8,963,824      (2,492,694)
       Increase (decrease) in accounts payable
         and accrued expenses                                           (2,235,871)      3,698,474
       (Increase) decrease in other, net                                   268,794         181,834
       (Increase) decrease in income tax payable                                --         197,096
                                                                      ------------    ------------

Net cash provided by operating activities                                4,825,439       4,554,937

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchases of property and equipment, net                                  (134,228)       (664,925)
Purchase of businesses, net of cash acquired                                    --     (16,456,364)
                                                                      ------------    ------------
    Net cash (used in) investing activities                               (134,228)    (17,121,289)
                                                                      ------------    ------------
CASH FLOWS FROM FINANCING ACTIVITIES:

Borrowings from (repayments on) revolving line of credit                (5,055,858)     21,767,597
Proceeds from (repayments on) other long-term obligations                  131,337     (11,048,861)
Issuance of common stock, net of discount                                       --       1,435,840
Issuance of debt                                                                --         470,080
Deferred financing costs incurred                                               --        (357,500)
                                                                      ------------    ------------
    Net cash provided by (used in) financing activities                 (4,924,521)     12,267,156
                                                                      ------------    ------------
Net decrease in cash                                                      (233,310)       (299,196)

Cash, beginning of period                                                  957,119         346,913
                                                                      ------------    ------------
Cash, end of period                                                   $    723,809    $     47,717
                                                                      ------------    ------------
</TABLE>


                   See Notes to Condensed Financial Statements


                                       5
<PAGE>   6

                          RANKIN AUTOMOTIVE GROUP, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                 THREE MONTHS ENDED AUGUST 31, 2000 (UNAUDITED)


1.       Current Business Conditions

                  Beginning in October, 1998 through April, 1999, Rankin
         Automotive Group, Inc. (the "Company") acquired four operations - a
         distribution center in Monroe, Louisiana, US Parts Corporation in
         Houston, Texas, Automotive and Industrial Supply Co in Shreveport,
         Louisiana and Allied Distributing Company in Houston, Texas. These
         acquisitions tripled the Company's annual sales and improved its
         competitive abilities. These acquisitions were financed entirely with
         debt. The newly combined Company involved distribution to three
         different customer bases including independent jobbers, retail
         customers and two-step installers. While significant synergies were
         anticipated, new competition in the Company's markets, the inability to
         raise margins in the jobber business, computer systems and inventory
         management integration issues and high debt levels all negatively
         impacted earnings and the Company's ability to finance its inventory
         replenishment programs.

                  The Company significantly reduced its bank indebtedness as of
         August 31, 2000, primarily through inventory reductions. Subsequent to
         August 31, 2000, the Company further reduced its bank indebtedness as a
         result of the sale of operations as described in footnote 4, however,
         as a result of requirements of its lenders, most of the proceeds were
         used to pay down bank indebtedness. Accordingly, the Company has not
         had sufficient remaining funds to reduce its vendor payables. With
         reduced inventory replenishment from its vendors, the Company has
         experienced a significant reduction in sales during the first half of
         this fiscal year.

                  Additionally, the Company is not and has not been in
         compliance with its bank covenants since June 30, 2000. The Company
         does not anticipate the current lender will restructure the senior
         credit facility and is currently seeking alternative sources of funding
         to finance its operations. There can be no assurance that such
         financing would be available on acceptable terms, if at all.

                  As discussed further in footnote 4, the Company is in the
         final stages of exiting the low margin independent jobber distribution
         business and the highly competitive retailing market. While these
         dispositions should permit the Company to focus fully on its
         historically successful two-step installer business and are necessary
         to the long-term future of the Company, the dispositions have
         temporarily reduced the cash flow of the Company and its ability to
         purchase product.

                  With the convergence of the above issues, the Company's
         options have become more limited. The Company plans to meet with its
         vendors to discuss methods to improve product flow and refresh its
         inventories with faster turn product. For such methods to be
         successful, the Company's vendors would need to agree to inventory
         returns as well as significant concessions in the form of reductions in
         the Company's payable balances or long-term pay-out terms. The Company
         is unable to predict the outcome of these discussions.

                  The Company is also exploring new bank financing with less
         restrictive terms and lower financing costs. If the Company is able to
         secure the necessary concessions and assistance from its vendors, the
         Company believes that it could attract such financing based on its
         downsized operations (focused on the two-step installer business).
         There can be no assurance that the required vendor concessions and new
         bank financing will be available to the Company.

                  In the event these strategies do not achieve the desired
         results, the Company may need to consider other options including
         additional plans of divestitures or other reorganization strategies.


                                       6
<PAGE>   7

2.       Basis of Presentation

                  The accompanying unaudited condensed consolidated financial
          statements of 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 six months ended August 31, 2000 are not
          necessarily indicative of the results that may be expected for the
          year ended February 28, 2001.

                  For further information, refer to the consolidated financial
          statements and footnotes thereto included in the Company's Annual
          Report on Form 10-K for the year ended February 29, 2000.
          Additionally, refer to the Company's Form 8-K and 8-K/A filed on March
          25, 1999 and May 24, 1999, respectively, concerning information on the
          Company's financing agreement and acquisitions finalized during the
          three months ended May 31, 1999.

                  Certain reclassifications have been made to prior period
          amounts to conform to the current year presentation.

3.       Long-Term Debt

         Long-term debt consists of the following:

<TABLE>
<CAPTION>
                                               August 31, 2000   February 29, 2000
                                               ---------------   -----------------
<S>                                            <C>               <C>
Borrowings under revolving line of credit        $ 22,310,839       $ 27,366,696
Bank term loans                                     4,277,315          5,014,882
Other notes payable                                 2,275,379          1,406,475
                                                 ------------       ------------
                                                   28,863,533         33,788,053
Less current maturities                           (28,701,663)        (2,146,448)
                                                 ------------       ------------
                                                 $    161,870       $ 31,641,605
                                                 ------------       ------------
</TABLE>

                  On March 10, 1999, the Company entered into a financing
          agreement with Heller Financial, Inc. ("Heller"). The agreement
          provides for term loans in the aggregate amount of $6.0 million and a
          revolving line of credit with a maximum amount of $39.0 million.
          Drawings under the line of credit are limited to a certain percentage
          of eligible trade accounts receivable and inventory. The term loans
          require minimum monthly principal payments totaling approximately
          $90,000. The term loans and the revolving line of credit expire in
          March 2004. The interest rate on the revolving line of credit is, at
          the Company's option, either LIBOR plus 3.00% or prime plus .75%. The
          interest rates on the term loans are .5% to .75% higher than on the
          revolving line of credit. During 2000, the interest rate ranged from
          7.15% to 9.87% and the weighted-average interest rate was 8.3%, The
          line of credit and term loans are collateralized by the accounts
          receivable, inventory and fixed assets of the Company. The financing
          agreement contains certain financial covenants relating to, among
          other things, "tangible net worth", "ratio of indebtedness to tangible
          net worth", "fixed-charge coverage" and "capital expenditures", all of
          which are as defined in the financing agreement and were waived during
          fiscal 2000 by the lenders. Initial borrowings under this financing
          agreement were used to repay the Company's existing revolving line of
          credit and to fund the acquisitions referred to in Note 3.

                  Effective May 26, 2000, the Company amended its financing
         agreement and received waivers of all continuing defaults prior to that
         date. The amendment changed all financial covenant tests to levels
         congruent with the Company's then existing financial performance,
         reduced the revolving portion of the credit facility to $30.0 million
         and increased pricing by 0.25% with additional increases of up to 0.50%
         depending upon the Company's leverage. The Company has not been in
         compliance with the loan covenants since June 30, 2000, was not in
         compliance at August 31, 2000, and does not anticipate being in
         compliance in the foreseeable


                                       7
<PAGE>   8

         future. The Company does not anticipate the current lender will
         restructure the senior credit facility and is currently seeking
         alternative sources of funding to finance its operations. There can be
         no assurance that such financing would be available on acceptable
         terms, if at all.

4.       Strategic Closures and Sales of Operations

                  With the acquisitions completed in fiscal year 2000, the
         Company's customer bases included independent jobbers, retail customers
         and two-step installer. After evaluating the economic potential of each
         market and the Company's position in each market, the Company
         determined that its main focus should be on its two-step installer
         business. As a result of this decision, the Company began a series of
         strategic moves to dispose of its jobber and retail distribution
         operations.

                  The first phase was accomplished with the sale of the
         independent jobber distribution business in Texas to Star Automotive in
         July 2000. The second phase was the sale of the Company's Monroe,
         Louisiana distribution center and most of its retail locations in
         Louisiana and Mississippi to Replacement Parts, Inc. of Little Rock,
         Arkansas effective September 18, 2000. Further, the Company signed a
         definitive agreement on October 13, 2000 to sell four retail stores in
         southeast Louisiana to O'Reilly's Auto Parts and is negotiating the
         sale of its paint and body warehouse in Houston.

                  As a result of these actions, the Company's ongoing business
         will be focused on its historically profitable two-step installer
         business and will include a centralized distribution center in Houston
         Texas, 38 stores in Texas and 3 stores in Shreveport, Louisiana.

                  In connection with these strategic moves, the Company recorded
         a loss on the sale and closure of operations of approximately $2.1
         million during the quarter (including $1.2 million of goodwill) and
         will record approximately $2.0 million in the 3rd fiscal quarter as a
         result of completing the remaining dispositions.

                  With the reduced operations, the Company has taken significant
         steps to reduce distribution center costs and corporate overhead to
         support the reduced operating structure of the Company.


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

OVERVIEW

         Since its founding in 1968, the Company had grown from a single store
in Alexandria, Louisiana, to 65 stores and five distribution centers which
supply approximately 310 independent operators in Texas, Louisiana, Mississippi,
Alabama and Arkansas. The most significant growth of the Company occurred during
the period from October 1998 to April 1999 when it acquired a distribution
center in Monroe, Louisiana, US Parts Corporation in Houston, Texas, Automotive
Industrial Supply Co. in Shreveport, Louisiana and Allied Distributing Company
in Houston, Texas.

         Since April 1999, the Company has focused on the integration of its
various operations and taking advantage of the anticipated synergies of those
operations. Those operations included three distinct customer bases -
independent jobbers, retail customers and two-step installers. From the
beginning, the two-step installer business was the most profitable and provided
the most potential for growth by the Company. As part of the integration
process, Company's management continually reviewed the Company's strategic
position in each of these markets. Management also considered its limited cash
resources and inventory availability and the most productive application of
those resources.

         During 1999 and early 2000, a number of independent jobber customers
were acquired by the Company's competition. Facing a shrinking market place and
with the inability to raise margins to


                                       8
<PAGE>   9

acceptable levels, Company's management decided to exit the independent jobber
business. This strategy was accomplished with the sale of the independent jobber
business in Texas to Star Automotive in July, 2000 and the sale of the Company's
Monroe, Louisiana distribution center to Parts Warehouse, Inc. effective
September 18, 2000. These steps allowed the Company to consolidate its
warehousing operations at its central warehouse in Houston, Texas and to
significantly reduce warehouse operating costs.

         During the same period, competition in the retail business intensified
in the Louisiana and Mississippi markets where the Company's retail distribution
was focused. A number of major retail competitors entered the marketplace or
intensified their concentration of stores in the Company's marketplace. With
this increased competition and the Company's inventory replenishment abilities
becoming more limited, sales at these locations decreased significantly. Because
of the Company's decreasing competitiveness in these markets, Company management
made a strategic decision to sell its retail distribution operations. Effective
September 18, 2000, the Company sold 24 stores in Louisiana and Mississippi to
Replacement Parts, Inc. On October 13, 2000, the Company signed a definitive
agreement to sell four retail stores in southeast Louisiana to O'Reily's Auto
Parts and is negotiating the sale of its paint and body warehouse in Houston.

         As a result of the above actions, the Company's ongoing business will
be focused on its historically profitable two-step installer business and will
include a centralized distribution center in Houston, Texas, 38 stores in Texas
and 3 stores in Shreveport, Louisiana. With the downsizing of operations, the
Company has been very aggressive in reducing its distribution and corporate
costs to a level commensurate with its remaining operations.

FORWARD-LOOKING STATEMENTS AND RISK FACTORS

         The statements contained in this report, in addition to historical
information, are forward-looking statements based on the Company's current
expectations, and actual results may vary materially. Forward-looking statements
often include words like "believe", "plan", "expect", "intend", or "estimate".
The Company's business and financial results are subject to various risks and
uncertainties, including the Company's continued ability to expand its
operations and to successfully integrate the recent acquisitions, the results of
operations of the recently acquired businesses, competition, and other risks
generally affecting the industry in which the Company operates. Many of these
risks and uncertainties are beyond the Company's ability to control or predict.
These forward-looking statements are provided as a framework for the Company's
results of operations. The Company does not intend to provide updated
information other than as otherwise required by applicable law.


                                       9
<PAGE>   10

RESULTS OF OPERATIONS

         The following table sets forth certain selected historical operating
results for the Company as a percentage of net sales. Operating results of the
acquisitions discussed above are included from the date of acquisition.

<TABLE>
<CAPTION>
                                                    Three Months Ended August 31,        Six Months Ended August 31,
                                                    -----------------------------        ---------------------------
                                                        2000            1999                2000           1999
                                                       ------          ------              ------         ------
<S>                                                    <C>             <C>                 <C>            <C>
NET SALES                                              100.0%          100.0%              100.0%         100.0%

Cost of Sales                                           72.0%           64.7%               66.8%          63.6%
                                                       -----          ------               -----          -----

Gross Profit                                            28.0%           35.3%               33.2%          36.4%

Operating, SG&A expenses                                39.0%           30.9%               37.4%          31.7%

Loss on Sale & Closure of Operations                     8.4%             --%                3.9%            --%
                                                       -----          ------               -----          -----
Income (Loss) from Operations                          (19.4)%           4.4%               (8.1)%          4.7%

Interest Expense                                         3.8%            1.9%                4.0%           1.9%
                                                       -----          ------               -----          -----
Income (Loss) before Income Taxes                      (23.2)%           2.5%              (12.1)%          2.8%
                                                       -----          ------               -----          -----
</TABLE>

THREE MONTHS ENDED AUGUST 31, 2000 COMPARED TO THREE MONTHS ENDED AUGUST 31,
1999

         Net sales of $24.9 million for the three months ended August 31, 2000,
decreased approximately $12.8 million, or 33.9%, from approximately $37.7
million for the three months ended August 31, 1999. The decrease in net sales
was attributable to a decrease in same store sales of $8.0 million, or 26.7%,
and a decrease in closed store sales of $6.1 million offset by new store sales
of $1.3 million.

         Costs of goods sold for the three months ended August 31, 2000,
amounted to approximately $18.0 million, or 72.0% of net sales, compared to
approximately $24.4 million, or 64.7% of net sales, for the three months ended
August 31, 1999. The decrease in the dollar amount was primarily attributable to
the decreased dollar amount of net sales. Cost of goods sold as a percentage of
net sales decreased due to the Company's inability to fully take advantage of
its vendor programs.

         Operating, selling, general and administrative expenses for the three
months ended August 31, 2000, amounted to approximately $9.7 million, or 39.0%
of net sales, compared to $11.6 million, or 30.9% of net sales, for the three
months ended August 31, 1999. The decrease was primarily attributable to the
reduced operating scope of the Company as a result of the sale and closure of
operations and cost reduction programs instituted by the Company.

         Loss on sale and closure of operations for the three months ended
August 31, 2000 amounted to $2.1 million, or 8.4% of net sales. These costs
included the write-off of approximately $1.2 million of goodwill and $.9 million
of closure costs. No such costs were incurred during the three months ended
August 31, 1999.

         Interest expense for the three months ended August 31, 2000, was $0.9
million compared to $.7 million for the three months ended August 31, 1999.
Interest expense increased as a result of fees incurred in connection with
changes to the Company's financing agreement and increased pricing on the
outstanding indebtedness.

         Income taxes - For the three months ended August 31, 2000, the Company
did not recognize or record deferred tax assets related to its current loss.
This resulted in the Company having an effective


                                       10
<PAGE>   11

federal tax rate of 0.0%. Had the Company recognized deferred tax assets, an
income tax benefit of $2,020,000 would have been recorded.

         For the three months ended August 31, 1999, the Company recognized and
recorded deferred tax assets related to the realized net operating losses from
prior years. This resulted in the Company having an effective federal tax rate
of 19.8%. Without the net operating loss carry forward, the Company would have
recorded an income tax expense of $349,000.

SIX MONTHS ENDED AUGUST 31, 2000 COMPARED TO SIX MONTHS ENDED AUGUST 31, 1999

         Net sales of $54.1 million for the six months ended August 31, 2000,
decreased approximately $11.9 million, or 18.0%, from approximately $66.0
million for the six months ended August 31, 1999. The decrease in net sales was
attributable to a decrease in same store sales of $12.1 million, or 21.5%, and a
decrease in closed store sales of $2.1 million ($8.4 million on a pro forma
basis) offset by new store sales of $2.3 million.

         Costs of goods sold for the six months ended August 31, 2000, amounted
to approximately $36.2 million, or 66.8% of net sales, compared to approximately
$42.0 million, or 63.6% of net sales, for the six months ended August 31, 1999.
The decrease in the dollar amount was primarily attributable to the decreased
dollar amount of net sales. Cost of goods sold as a percentage of net sales
decreased due to the Company's inability to fully take advantage of its vendor
programs.

         Operating, selling, general and administrative expenses for the six
months ended August 31, 2000, amounted to approximately $20.3 million, or 37.4%
of net sales, compared to $21.0 million, or 31.7% of net sales, for the three
months ended August 31, 1999. The decrease was primarily attributable to the
reduced operating scope of the Company as a result of the sale and closure of
operations and the cost reduction programs instituted by the Company.

         Loss on sale and closure of operations for the six months ended August
31, 2000 amounted to $2.1 million, or 3.9% of net sales. These costs included
the write-off of approximately $1.2 million of goodwill and $.9 million of
closure costs. No such costs were incurred during the six months ended August
31, 1999.

         Interest expense for the six months ended August 31, 2000, was $2.2
million compared to $1.3 million for the six months ended August 31, 1999.
Interest expense increased as a result of fees incurred in connection with
changes to the Company's financing agreement and increased pricing on the
outstanding indebtedness.

         Income taxes - For the six months ended August 31, 2000, the Company
did not recognize or record deferred tax assets related to its current loss.
This resulted in the Company having an effective federal tax rate of 0.0%. Had
the Company recognized deferred tax assets, an income tax benefit of $2,289,000
would have been recorded.

         For the six months ended August 31, 1999, the Company recognized and
recorded deferred tax assets related to the realized net operating losses from
prior years. This resulted in the Company having an effective federal tax rate
of 11.1%. Without the net operating loss carry forward, the Company would have
recorded an income tax expense of $623,000.

LIQUIDITY AND CAPITAL RESOURCES

         Net cash provided by operating activities was $4,825,439, primarily as
a result of a decrease in inventory offset by net loss for the six months ended
August 31, 2000 of $6,541,061. Net cash provided by operating activities was
$4,554,937 for the six months ended August 31, 1999.

         Net cash used in investing activities was $134,228 and $17,121,289 for
the six months ended August 31, 2000 and 1999, respectively. In 1999, cash was
used primarily for purchasing assets of the previously discussed acquisitions,
which were funded through the Company's new financing agreement with Heller.


                                       11
<PAGE>   12

         Net cash used in financing activities was $4,924,521 for the six
months ended August 31, 2000. Net cash provided by financing activities was
$12,267,156 for the six months ended August 31, 1999. The borrowings in 1999
were used primarily for the acquisitions discussed above, repayment of
indebtedness previously outstanding or acquired and working capital purposes.

         Additionally, the Company issued equity securities (common stock)
aggregating 651,613 shares valued at $1,435,840 as a result of the acquisitions
during the three months ended May 31, 1999. Of these shares, 600,000 were issued
to the Company's then chief operating officer and are subject to a lock-up
agreement and discounted by approximately 33% to reflect the impact of the
lock-up. The Company also assumed indebtedness of $16,134,388 and paid a portion
of the USP and Allied purchase price with unsecured obligations of the Company
totaling $773,597.

         In connection with the acquisitions, the Company maintained a $45.0
million line of credit through syndicated financing led by Heller. The Company
entered into this financing agreement on March 10, 1999. The agreement provides
for term loans in the aggregate amount of $6.0 million and a revolving line of
credit with a maximum amount of $39.0 million. The term loans require minimum
monthly principal payments totaling approximately $90,000 and the revolving line
of credit expires March 2004. The interest rate on the revolving line of credit
was, at the Company's option, either LIBOR plus 3.00% or prime plus .75%. The
interest rates on the term loans are .5% to .75% higher than on the revolving
line of credit. The financing agreement contains certain financial covenants
relating to, among other things, "tangible net worth", "ratio of indebtedness to
tangible net worth", "fixed charge coverage" and "capital expenditures", all of
which are as defined in the financing agreement. Initial borrowings under this
financing agreement were used to repay the Company" prior lender and to fund the
acquisitions referred to above.

         Effective May 26, 2000, the Company amended its financing agreement and
received waivers of all continuing defaults prior to that date. The amendment
changed all financial covenant tests to levels congruent with the Company's then
existing financial performance, reduced the revolving portion of the credit
facility to $30.0 million and increased pricing by 0.25% with additional
increases of up to 0.50% depending upon the Company's leverage. The Company has
not been in compliance with the loan covenants since June 30, 2000, was not in
compliance at August 31, 2000, and does not anticipate being in compliance in
the foreseeable future. The Company does not anticipate the current lender will
restructure the senior credit facility and is currently seeking alternative
sources of funding to finance its operations. There can be no assurance that
such financing would be available on acceptable terms, if at all.

         Amounts outstanding at August 31, 2000 were $4.3 million under the term
loan agreements and $22.3 million under the revolving credit agreement.
Additionally, the Company had availability of $.2 million under the revolving
line of credit at August 31, 2000.

         In addition to the above, the Company has initiated certain strategies
and is evaluating other strategic options (see Footnote 1) to improve its
liquidity and capital resources. In the event these strategies do not achieve
the desired results, the Company may need to consider other strategies including
additional plans of divestitures or other reorganization strategies.

INFLATION AND SEASONALITY

         This Company does not believe its operations are materially affected by
inflation. The Company has been successful in some cases, in reducing the
effects of merchandise cost increases principally by taking advantage of vendor
incentive programs, economies of scale resulting from increased volume of
purchases and selective forward buying.

         Store sales have historically been somewhat higher in the first and
second quarters (March through August) than in the third and fourth quarters
(September through February).


                                       12

<PAGE>   13

Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET AND RISK

         In the normal course of business, the Company is exposed to market
risk, primarily from changes in interest rates. The Company continually monitors
exposure to market risk and develops appropriate strategies to manage this risk.
Accordingly, the Company may enter into certain derivative financial instruments
such as interest rate swap agreements. The Company does not use derivative
financial instruments for trading or to speculate on changes in interest rates.

Interest Rate Exposure. The Company's exposure to market risk for changes in
interest rates relate primarily to the Company's long-term debt. At August 31,
2000, approximately 92.6% ($26.7 million) of the long-term debt was subject to
variable interest rates. The detrimental effect of a hypothetical 100 basis
point increase in interest rates would be to reduce income before taxes by $.3
million. At August 31, 2000, the fair value of the Company's fixed rate debt is
approximately $2.1 million based upon discounted future cash flows using current
market prices.

PART II. OTHER INFORMATION

Other Information

Item 1.  Legal Proceedings.

         The Company is not a party to any litigation that management considers
         to be of a material nature.

Item 4.  Submission of Matters to a Vote of Security Holders

         The 2000 Annual Meeting of Shareholders of the Company was held on
July 27, 2000, pursuant to notice given to shareholders of record on June 21,
2000 at which date there were 5,201,613 shares of Common Stock outstanding.
At the Annual Meeting, the shareholders elected four directors to hold office
until the 2001 Annual Meeting and until their successors have been duly elected
and qualified. As to the following named individuals, the holders of 3,391,300
shares of the Company's Common Stock voted at the Annual Meeting with all votes
cast in favor of the election of all four directors.

         Directors:

                 Randall B. Rankin
                 Ricky L. Sooter
                 Gary D. Walther
                 Thomas M. Hargrove

Item 6.  Exhibits and Reports on Form 8-K

         (a)  Exhibit 27 - Financial Data Schedule (for SEC use only)

         (b) Reports on Form 8-K - On October 6, 2000, the Company filed a
Current Report on Form 8-K, dated September 25, 2000, relating to the sale by
the Company of assets including 24 stores in Mississippi and Louisiana and its
Monroe Louisiana distribution center to Replacement Parts, Inc., effective
September 18, 2000.


                                       13
<PAGE>   14

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.




RANKIN AUTOMOTIVE GROUP, INC.




                                     /s/  Randall B. Rankin
                                     ------------------------------------------
                                     Randall B. Rankin, Chief Executive Officer



                                     /s/  Steven A. Saterbak
                                     ------------------------------------------
                                     Steven A. Saterbak, Vice President Finance



       October 15, 2000              /s/  Daniel L. Henneke
------------------------------       ------------------------------------------
                                     Daniel L. Henneke, Chief Accounting Officer


                                       14
<PAGE>   15

                               INDEX TO EXHIBITS


<TABLE>
<CAPTION>
EXHIBIT
NUMBER         DESCRIPTION
-------        -----------
<S>            <C>
  27           Financial Data Schedule
</TABLE>