<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q
(Mark One)
[ X ]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                           THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended MARCH 31, 2001

                                       OR

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

For the transition period from ______________to____________________

Commission File No.: 333-64893

                              EVENFLO COMPANY, INC.
             (Exact name of registrant as specified in its charter)

         DELAWARE                                       31-1360477
(State or other jurisdiction                (I.R.S. Employer Identification No.)
of incorporation or organization)

                          Northwoods Business Center II
                          707 Crossroads Court
                          Vandalia, Ohio 45377
               (Address of principal executive offices, Zip Code)
                                 (937) 415-3300
              (Registrant's telephone number, including area code)

                     (Former name, former address and former
                   fiscal year, if changed since last report)

         Indicate by check mark whether the registrant (1) has filed all reports
required by Section 13 or 15(d) of the Securities 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 filing requirements for the
past 90 days.
                                   Yes |X| No

The number of shares of common stock outstanding of the registrant's common
stock, par value $1.00 per share, at March 31, 2001 was 10,219,372.



<PAGE>


                     EVENFLO COMPANY, INC. AND SUBSIDIARIES

                                      INDEX
<TABLE>
<CAPTION>
                                                                       PAGES
<S>                                                                    <C>
Part I.    Financial Information

           Condensed Consolidated Balance Sheets -
                    December 31, 2000 and March 31, 2001                 2

           Condensed Consolidated Statements of Operations -
                    For the Three Months Ended March 31, 2000 and 2001   3

           Condensed Consolidated Statements of Cash Flows -
                    For the Three Months Ended March 31, 2000 and 2001   4

           Notes to Condensed Consolidated Financial Statements          5 - 9

           Independent Accountants' Review Report                        10

           Management's Discussion and Analysis of the Condensed
                    Consolidated Financial Statements                    11 - 16

Part II.   Other Information

           Item 1.           Legal Proceedings                           17

           Item 6.           Exhibits and Reports on Form 8-K            17

           Signatures                                                    18

</TABLE>


                                       1.


<PAGE>




EVENFLO COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2000 AND MAR. 31, 2001
-------------------------------------------

<TABLE>
<CAPTION>
                                                                     (Dollar amounts in thousands,
                                                                       except per share amounts)
                                                                     -----------------------------
                                                                                         (Unaudited)
                                                                      December 31,        March 31,
ASSETS                                                                    2000               2001
                                                                      ------------      -----------
<S>                                                                    <C>               <C>
CURRENT ASSETS:
Cash                                                                   $    26,739       $    2,897
Receivables, less allowance of $ 701 and $797                               74,378           74,825
Inventories                                                                 70,252           69,640
Deferred income taxes                                                        3,980            4,194
Prepaid expenses                                                             1,532            1,669
                                                                         ----------        ---------
                   TOTAL CURRENT ASSETS                                    176,881          153,225

Property, plant and equipment                                              133,289          134,143
Accumulated depreciation                                                   (75,697)         (79,270)
                                                                         ----------        ---------
Property, plant and equipment, net                                          57,592           54,873
Intangible assets, net                                                      43,230           42,843
Deferred income taxes                                                       24,066           26,755
Other                                                                        5,856            6,007
                                                                         ----------        ---------
                   TOTAL ASSETS                                        $   307,625       $  283,703
                                                                         ==========        =========

LIABILITIES, PREFERRED STOCK AND COMMON SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable                                                       $    38,469       $   30,211
Bankers acceptances and letters of credit                                   18,837           28,624
Accrued expenses                                                            25,057           22,079
                                                                         ----------        ---------
                   TOTAL CURRENT LIABILITIES                                82,363           80,914

Senior notes                                                               110,000          110,000
Revolving credit loans                                                      57,900           39,000
Pension and post-retirement benefits                                         6,258            6,258
                                                                         ----------        ---------
                   TOTAL LIABILITIES                                       256,521          236,172

Commitments and contingencies


Preferred stock $.01 par value, 10,000,000 shares authorized,
       400,000 shares outstanding (liquidation value, $54,856               40,000           40,000
       includes dividends of $14,856)
Common Shareholders' Equity:
       Class A,  $1 par value, 20,000,000 shares authorized;
                   10,213,372 and 10,219,372,respectively, shares           10,213           10,219
                   outstanding.
       Class B,  $1 par value, 5,000,000 shares authorized;
                   none outstanding                                              0                0
Paid-in capital                                                             62,241           62,265
Retained earnings (deficit)                                                (56,669)         (60,283)
Accumulated other comprehensive earnings (loss)-currency
       translation adjustments                                              (4,681)          (4,670)
                                                                         ----------        ---------
                   TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY          $   307,625       $  283,703
                                                                         ==========        =========
</TABLE>



See Notes to Condensed Consolidated Financial Statements.

                                       2.




<PAGE>





EVENFLO COMPANY, INC. AND SUBSIDIARIES
CONDENSED STATEMENTS OF CONSOLIDATED OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 2001
--------------------------------------------------------------

<TABLE>
<CAPTION>


                                                                      (Dollar amounts in thousands)
                                                                  ----------------------------------
                                                                                         (Unaudited)

                                                                            Three Months Ended
                                                                                 March 31
                                                                   ---------------------------------
                                                                          2000               2001
                                                                   -------------        ------------

<S>                                                                 <C>                 <C>
NET SALES                                                           $    96,552         $    83,476

       Cost of sales                                                     74,341              66,870
                                                                      ----------          ----------

GROSS PROFIT                                                             22,211              16,606

       Selling, general & administrative expenses                        18,640              16,112
       Restructuring costs                                                    -               1,448
                                                                      ----------          ----------

INCOME (LOSS) FROM OPERATIONS                                             3,571                (954)

       Interest expense, net                                              4,397               4,887
       Currency (gain) loss, net                                            (89)                161
                                                                      ----------          ----------

EARNINGS (LOSS) BEFORE INCOME TAXES                                        (737)             (6,002)

       Income taxes (benefit)                                              (537)             (2,388)
                                                                      ----------          ----------

NET LOSS                                                            $      (200)        $    (3,614)
                                                                      ==========          ==========
</TABLE>


See Notes to Condensed Consolidated Financial Statements.



                                       3.

<PAGE>



EVENFLO COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 2001
-------------------------------------------------------


<TABLE>
<CAPTION>
                                                                                (Dollar amounts in thousands)
                                                                             ---------------------------------
                                                                              (Unaudited)          (Unaudited)

                                                                                March 31,            March 31,
                                                                                  2000                 2001
                                                                              -----------           -----------
<S>                                                                           <C>                   <C>
INCREASE (DECREASE) IN CASH
CASH FLOWS FROM OPERATING ACTIVITIES
NET LOSS                                                                      $     (200)           $   (3,614)
Adjustments to reconcile net loss to net cash provided by
   (used in) operating activities:
      Depreciation                                                                 3,754                 3,608
      Intangibles amortization                                                       387                   387
      Deferred income taxes                                                         (612)               (2,903)
      Deferred financing cost amortization                                           187                   202
      Other                                                                            0                  (365)
      Change in working capital components:
           Receivables                                                            (8,262)                 (447)
           Inventories                                                            (5,266)                  612
           Current liabilities                                                    12,352                (1,449)
           Other, including currency translation adjustment                         (193)                  (36)
                                                                                --------              ---------
              NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                  2,147                (4,005)


CASH USED IN INVESTING ACTIVITIES - CAPITAL EXPENDITURES                            (907)                 (967)
                                                                                --------              ---------
CASH FLOWS FROM FINANCING ACTIVITIES -
    BORROWINGS FROM (REPAYMENTS TO) REVOLVING CREDIT FACILITY                      3,000               (18,900)
    PROCEEDS FROM THE ISSUANCE OF COMMON STOCK                                         0                    30
                                                                                --------              ---------
           NET CASH PROVIDED BY (USED IN) FINANCING                                3,000               (18,870)

CASH -         net change                                                          4,240               (23,842)
               beginning of period                                                 3,110                26,739
                                                                                --------              ---------
               end of period                                                  $    7,350            $    2,897
                                                                                =========             =========

SUPPLEMENTAL CASH FLOW DATA
Interest paid                                                                      7,498                 8,214
Income taxes paid                                                                     75                   515

</TABLE>


See Notes to Condensed Consolidated Financial Statements.




                                       4.



<PAGE>



               EVENFLO COMPANY, INC. AND SUBSIDIARIES
               NOTES TO CONDENSED CONSOLIDATED
                         FINANCIAL STATEMENTS
               For the Three Months ended March 31, 2000 and 2001.  (Unaudited)

(Dollars in thousands)


1.       BASIS OF PRESENTATION

                  The condensed consolidated balance sheet as of March 31, 2001
         and the related statement of operations and cash flows for the three
         months ended March 31, 2000 and 2001 included herein have been prepared
         by Evenflo Company, Inc. and its Subsidiaries (the "Company") and are
         unaudited. The condensed balance sheet as of December 31, 2000 is
         derived from the Company's audited financial statements. In the opinion
         of the Company's management, the accompanying unaudited condensed
         consolidated financial statements contain all adjustments, which are of
         a normal recurring nature, necessary to present fairly, in all material
         respects, the Company's financial position as of March 31, 2001,
         results of operations and cash flows for the three months ended March
         31, 2000 and 2001. The results of operations for the three months ended
         March 31, 2001 are not necessarily indicative of the results to be
         expected for the full year 2001. Therefore, the accompanying unaudited
         condensed financial statements of the Company should be read in
         conjunction with the financial statements included in the Company's
         Form 10-K.


2.       ACCOUNTING POLICIES


                  In 1998, the Financial Accounting Standards Board ("FASB")
         issued Statement of Financial Accounting Standards No. 133, "Accounting
         for Derivative Instruments and Hedging Activities" ("SFAS No. 133"),
         and in 1999 amended certain provisions of that Standard with SFAS No.
         138. SFAS No. 133, as amended, establishes accounting and reporting
         standards for derivative instruments, including certain derivative
         instruments embedded in other contracts and for hedging activities.
         Under SFAS No. 133, certain contracts that were not formerly considered
         derivatives may now meet the definition of a derivative. The Company
         adopted SFAS No. 133, as amended, effective January 1, 2001. The
         adoption of SFAS No. 133 did not have an impact on the Company's
         consolidated financial statements.


                                       5.



<PAGE>





3.       INVENTORIES.

                  Inventories are valued at the lower of cost or market (net
         realizable value). Cost for United States inventories has been
         determined by use of the last-in, first-out method. Cost for non-U.S.
         inventories has been determined by use of the first-in, first-out
         method.

<TABLE>
<CAPTION>

                                                December 31, 2000   March 31, 2001
                                                -----------------   --------------

<S>                                                  <C>               <C>
         Finished goods                               $23,694           $23,571
         Work in process                               15,933            16,056
         Raw material                                  30,625            30,013
                                                      --------          --------
                  Total inventories                   $70,252           $69,640
                                                      ========          ========
</TABLE>


4.       CREDIT FACILITY

                  On August 20, 1998, as part of the Recapitalization, the
         Company entered into a secured credit facility (the "Credit Facility")
         with a syndicate of banks and other financial institutions. On March
         16, 2001, the Company amended its Credit Facility to modify certain
         financial covenants, effective December 31, 2000, limit the
         availability to $95,000 while the leverage ratio is above 4.0 to 1.0,
         increase interest rates and provide additional collateral. The Credit
         Facility currently provides for $95,000 of commitments for revolving
         credit loans (the "Revolving Credit Loans"), which may be used for
         working capital needs and general purposes, for special facility
         obligations (letters of credit and bankers' acceptances) and for
         borrowings on same-day notice ("Swingline Loans"). Special facility
         obligations are limited to a maximum of $55,000, bankers' acceptances
         are limited to a maximum of $40,000 and Swingline Loans are limited to
         a maximum of $5,000. The Credit Facility terminates on August 19, 2005.
         At March 31, 2001, the Company had borrowing availability of
         approximately $17,735 under the Credit Facility subject to certain
         conditions (after giving effect to $39,000 of revolving credit loans
         and $38,265 of letters of credit and banker's acceptances, including
         $9,641 of commitments for stand-by letters of credit and for letters of
         credit that have not yet been executed).

                  The Credit Facility prohibits the Company from repurchasing
         any Notes or the Company's outstanding preferred stock, subject to
         limited exceptions. The Company's obligations under the Credit Facility
         are secured by a pledge of the common stock of its material direct
         domestic subsidiaries and 65% of the common stock of its material
         direct foreign subsidiaries, with certain exceptions, as well as
         accounts receivable, inventory, equipment, other real property and
         certain intangible assets, including intellectual property, with
         certain exceptions. In addition, indebtedness under the Credit Facility
         is guaranteed by the domestic subsidiaries of the Company, with certain
         exceptions.

                  The Credit Facility contains customary covenants, events of
         default, and restrictions on the Company's ability to engage in certain
         activities including (i) limitations on liens, (ii) limitations on
         consolidations and mergers of the Company and sales of the assets of
         the Company, (iii) restrictions on the purchase, redemption or
         acquisition of any capital stock,



                                       6.



<PAGE>



         equity interest or any other obligations or other securities and
         restrictions on the advances, loans, extension of credit or capital
         contributions to, or investment in, other entities, (iv) restrictions
         on additional indebtedness to be incurred by the Company, (v)
         restrictions on payments of dividends or other distribution of assets,
         (vi) limits on capital expenditures, and (vii) compliance with certain
         financial covenants relating to an interest coverage ratio and a
         leverage ratio.

5.       COMPREHENSIVE INCOME (LOSS).

                   The Company's comprehensive income consists solely of foreign
         currency translation adjustments related to its non-U.S. subsidiaries
         net earnings (loss). For the comparative three months ended March 31,
         2000 and 2001, comprehensive income (loss) was as follows:


<TABLE>
<CAPTION>

                                                                 Three Months Ended
                                                                        March 31,
                                                                  -------------------
                                                               2000               2001
                                                              -------           -------
<S>                                                           <C>               <C>
         Net loss                                             $(200)            $(3,614)
         Foreign currency translation adjustment                257                  11
                                                              -------           --------
         Comprehensive earnings (loss)                        $  57             $(3,603)
                                                              =======           ========
</TABLE>


6.       SHAREHOLDERS EQUITY

                  PREFERRED STOCK. On August 20, 1998, the Company issued
         Cumulative Preferred Stock with a liquidation preference of $40,000.
         The holder of the Cumulative Preferred Stock is entitled to receive,
         when, and if declared by the Board of Directors, dividends on each
         outstanding share of Cumulative Preferred Stock, at a variable rate
         based on the ten-year treasury rate, based on the then effective
         liquidation preference per share of Cumulative Preferred Stock.
         Dividends on the Cumulative Preferred Stock are payable quarterly in
         arrears on August 15, November 15, February 15 and May 15 of each year,
         commencing November 15, 1998. The dividend rate with respect to the
         Cumulative Preferred Stock bears a variable rate of interest indexed to
         the ten year U. S. Treasury rate. The interest rate used to calculate
         the dividends in arrears was approximately 14.2% per annum. The right
         to dividends on the Cumulative Preferred Stock is cumulative and
         dividends accrue (whether or not declared), without interest, from the
         date of issuance of the Cumulative Preferred Stock. Because the Board
         of Directors has not declared any preferred dividends through March 31,
         2001, the amount of the Cumulative Preferred Stock dividends in arrears
         as of that date is $14,856.




                                       7.

<PAGE>



7.       RESTRUCTURING

                  In 2001, the Company approved a plan to restructure certain
         administrative and operational functions. Company management assessed
         the impact that this would have on employment levels and recorded
         severance and other personnel related costs of $1,448 for 35 salaried
         personnel terminated during the 2001 three months. Severance and other
         payroll related costs of $348 were charged against this reserve during
         the 2001 three months. The Company expects to pay the remaining amount
         by the end of 2001.


8.       CONTINGENCIES

                  The Company is both plaintiff and defendant in numerous
         lawsuits incidental to its operations, some alleging substantial
         claims. In addition, the Company's operations are subject to federal,
         state and local environmental laws and regulations. The Company has
         entered into settlement agreements with the U. S. Environmental
         Protection Agency and other parties on several sites and is still
         negotiating on other sites. The settlement amounts and estimated
         liabilities are not significant.

                  Management is of the opinion that, after taking into account
         the merits of defenses, insurance coverage and established reserves,
         the ultimate resolution of these matters will not have a material
         adverse effect in relation to the Company's consolidated financial
         statements. However, due to the inherent uncertainty of litigation, it
         is possible that the Company may be subject to adverse judgements
         which, singularly or in the aggregate, could be substantial in amount
         and may not be covered by insurance or reserves. In addition, no
         assurances can be given that in the future a claim will not be brought
         against the Company which would have a material adverse effect on the
         Company.

                  Under an indemnification agreement entered into on August 20,
         1998, Spalding agreed to indemnify the Company for all losses and
         liabilities of any kind relating to any non-Company matters and the
         Company agreed to indemnify Spalding for all losses and liabilities of
         any kind relating to the Company's business. In addition, Spalding
         agreed to indemnify the Company for the expense of product recalls and
         corrective actions relating to products manufactured by the Company
         prior to August 20, 1998.

                  The Company has insurance to cover the cost of recalls and
         corrective actions. The policy has a deductible of $500 per occurrence
         and a limit of $10,000 per year.



                                       8.



<PAGE>







9.       SEGMENT REPORTING

<TABLE>
<CAPTION>
                                                                                Three Months Ended
                                                                                        March 31,
                                                                                ---------------------
                                                                                2000             2001
                                                                                ----             ----
         GEOGRAPHIC LOCATION
<S>                                                                           <C>             <C>
         NET SALES
                  United States                                               $85,267         $69,671
                  Other nations                                                11,285          13,805
                                                                              -------         -------
                           Total net sales                                    $96,552         $83,476
                                                                              =======         =======

         EARNINGS (LOSS) BEFORE INCOME TAXES
                  United States                                               $ 2,430         $  (232)
                  Other nations                                                 1,230             565
                  Restructuring                                                     0          (1,448)
                  Interest expense, net                                        (4,397)         (4,887)
                                                                              -------         --------
                           Earnings (loss) before income taxes                $  (737)        $(6,002)
                                                                              =======         ========


                                                                                December         March
                                                                                31, 2000        31, 2001
                                                                                --------       --------
         IDENTIFIABLE ASSETS
                  United States                                                 $283,153       $257,313
                  Other nations                                                   24,472         26,390
                                                                                --------       --------
                           Total assets                                         $307,625       $283,703
                                                                                ========       ========

</TABLE>



                                       9.



<PAGE>

                           INDEPENDENT ACCOUNTANTS' REVIEW REPORT


The Board of Directors & Shareholders
Evenflo Company, Inc.:

We have reviewed the accompanying condensed consolidated balance sheet of
Evenflo Company, Inc. and subsidiaries (the "Company") as of March 31, 2001, and
the related condensed consolidated statements of operations and cash flows for
the three months ended March 31, 2001 and 2000. These financial statements are
the responsibility of the Company's management.

We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and of making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with auditing standards generally accepted in the United States of America, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to such condensed financial statements for them to be in conformity with
accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with auditing standards generally
accepted in the United States of America, the consolidated balance sheet of the
Company at December 31, 2000, and the related consolidated statements of
operations and comprehensive earnings (loss), cash flows and preferred stock
and common shareholders' equity for the year then ended (not presented
herein); and in our report dated March 16, 2001, we expressed an unqualified
opinion on those consolidated financial statements. In our opinion, the
information set forth in the accompanying condensed consolidated balance
sheet as of December 31, 2000, is fairly stated, in all material respects, in
relation to the consolidated balance sheet from which it has been derived.

DELOITTE & TOUCHE LLP

Dayton, Ohio
May 14, 2001







                                       10.




<PAGE>


                      EVENFLO COMPANY, INC.AND SUBSIDIARIES
                   MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                          (DOLLAR AMOUNTS IN THOUSANDS)

RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2001 ("2001 THREE MONTHS") COMPARED TO THE THREE
MONTHS ENDED MARCH 31, 2000 ("2000 THREE MONTHS")

         NET SALES. The Company's net sales declined to $83,476 in the 2001
three months from $96,552 for the 2000 three months, a decrease of $13,076 or
13.5%. U.S. net sales, including export sales, of $69,671 for the 2001 three
months were $15,596 or 18.3% below U.S. sales for the 2000 three months of
$85,267 due to reduced sales to major retail customers in most product
categories. The decline in U.S net sales can be attributed to (i) the timing of
new product introductions, including the Express(TM) Booster Car Seat and Easy
Comfort(TM) High Chair, where initial orders were shipped heavily to retailers
late in the fourth quarter 2000 instead of the 2001 three months and (ii) a
slowing U.S economy that caused retailers to cut back on reordering to control
the build up of retailers inventory. International net sales increased 22.3% to
$13,805 in the 2001 three months from $11,285 for the 2000 three months.
International net sales increased principally due to increased sales in Mexico
and Canada.

         GROSS PROFIT. The Company's gross profit decreased to $16,606 in the
2001 three months from $22,211 in the 2000 three months. As a percentage of net
sales, gross profit decreased to 19.9% in the 2001 three months from 23.0% in
the 2000 three months. The decrease was due to (i) lower operating margins
resulting from reduced manufacturing volume, (ii) less favorable purchase
prices, and (iii) unfavorable material absorption due to fewer inventory
receipts.

         SELLING, GENERAL AND ADMINISTRATIVE ("SG&A") EXPENSES. The Company's
SG&A expenses decreased to $16,112 in the 2001 three months from $18,640 in the
2000 three months. As a percentage of net sales, SG&A expenses were 19.3% in the
2001 and the 2000 three months. SG&A expenses in the 2001 three months were
reduced primarily by lower marketing support costs. Partially offsetting these
decreases were increased product development and engineering expenses.

         RESTRUCTURING COST. During the 2001 three months the Company reduced
the size of the workforce and incurred severance and related cost of $1,448.
The Company made the decision to reduce the size of the workforce in reaction to
the slowing U.S. economic conditions and expects these actions will improve the
Company's cost structure in the future.

         INTEREST EXPENSE. Interest expense increased to $4,887 in the 2001
three months from $4,397 in the 2000 three months. The increase was due
primarily to (i) increased amount outstanding under the revolving credit
facility and (ii) higher interest rates.



                                       11.

<PAGE>



         CURRENCY (GAIN) LOSS. The $161 currency loss in the 2001 three months
compare to a $89 currency gain reported in the 2000 three months. The
unfavorable impact of currency losses for the 2001 three months over the 2000
three months is due primarily to the currency effect of U.S. dollar denominated
transactions with non-U.S. subsidiaries.

         INCOME TAXES (BENEFIT). The Company recorded a tax benefit in both the
2001 and 2000 three months associated with losses from U.S. operations. The 2001
loss from U.S. operations was offset in part by income from the Company's Mexico
subsidiary. The 2000 three months loss from U.S. operations was offset in part
by income from the Company's Mexico and Canadian subsidiaries. The earnings of
the Company's Canadian subsidiary for the 2000 three months were not subject to
income tax because of a net operating loss that was available to this
subsidiary.


LIQUIDITY AND CAPITAL RESOURCES

         GENERAL. The Company's principal sources of liquidity are from cash
balances, cash flows generated from operations and from borrowings under the
Company's $100,000 revolving credit facility. The Company's principal uses of
liquidity are to provide working capital, meet debt service requirements and
finance the Company's strategic investments. At March 31, 2001, the Company had
$2,897 of cash, compared to $7,350 at March 31, 2000. The revolving credit
facility subjects the Company to certain restrictions and covenants related to,
among other things, minimum interest coverage, maximum leverage ratio
restrictions on capital expenditures, and no dividend payments. At March 31,
2001, the Company had $39,000 in borrowings outstanding under the revolving
credit facility and utilized $28,624 banker's acceptances and letters of credit.
In addition, the Company had $9,641 in stand-by letters of credit. The Company
had $17,735 in available borrowing capacity under its revolving credit facility.
In addition, the Company has outstanding $110,000 of 11 3/4% Series B Senior
Notes due 2006, issued on August 20, 1998 and $40,000 liquidation preference of
Cumulative Preferred Stock that bears a variable rate of interest indexed to the
ten-year U.S. Treasury Rate. As of March 31, 2001 the average dividend rate on
the Cumulative Preferred Stock was approximately 14.2%.

         The syndicate of financial institutions under the revolving credit
facility and the Company agreed to amend certain financial covenants included in
the revolving credit facility for the period commencing with the third fiscal
quarter 2000. This amendment ("Amendment No. 1") modified financial covenants
relating to an interest coverage ratio and a leverage ratio, increased the
bankers' acceptance limit and increased the additional margin on the "eurodollar
rate" and the "base rate" interest calculation.

         The syndicate of financial institutions under the revolving credit
facility and the Company agreed to further amend certain financial covenants
included in the revolving credit facility for the period commencing with the
fourth fiscal quarter of 2000. This amendment ("Amendment No. 2") (i) modified
financial covenants relating to an interest coverage ratio and a leverage ratio,
(ii) imposed stricter limits on the Company's ability to make capital
expenditures, (iii) required that the Company pledge certain additional assets,
(iv) modified certain other sections of the revolving credit facility to tighten
the covenants on the Company and (v) further increased the additional margin on
the "eurodollar rate" and the "base rate" interest calculation.


                                       12.


<PAGE>



         The Company anticipates cash outlays of approximately $13,500 during
2001 for capital expenditures for new products, cost reduction and replacement
of assets, which it expects to be paid out of existing cash balances, cash
generated from operations and borrowings under the revolving credit facility.

         The Company currently believes that cash flow from operating
activities, together with borrowings available under its revolving credit
facility, and cash on hand will be sufficient to fund the Company's currently
anticipated working capital, capital expenditures, interest payments and other
liquidity needs for the Company's 2001 year. Any future acquisitions, joint
ventures or other similar transactions will likely require approval by the
syndicate under the revolving credit facility and additional capital and there
can be no assurance that any such capital will be available to the Company on
acceptable terms or at all. There can be no assurance, however, that the
Company's business will continue to generate sufficient cash flow from
operations in the future to service its debt, meet the Company's increasingly
restrictive debt covenants, make necessary capital expenditures or meet its
other cash needs. If unable to do so, the Company may be required to refinance
all or a portion of its existing debt, to sell assets, as permitted by the
revolving credit facility or to obtain additional financing. There can be no
assurances that any such refinancings would be possible or that any such sales
of assets or additional financing could be achieved on terms acceptable to the
Company.

         The Company and/or affiliates of the Company, including entities
related to Kohlberg Kravis Roberts & Co., L. P. may, from time to time depending
on market conditions, purchase senior notes previously issued by the Company in
the open market or by other means.


CASH FLOWS

         2001 THREE MONTHS COMPARED TO THE 2000 THREE MONTHS. For the 2001 three
months, the Company used $4,005 in cash for operating activities, and invested
$967 in capital expenditures. The Company decreased its borrowing by $18,900
under the revolving credit facility. At March 31, 2001 the Company had $2,897 in
cash.

         The $6,152 lower cash provided from operating activities for 2001 three
months compared to the 2000 three months was primarily due to increase in net
loss and changes in working capital components.

         Capital expenditures during the 2001 and 2000 three months relate
primarily to new product development, and projects to improve product quality
and reduce operating costs of the business.


EBITDA AND ADJUSTED EBITDA

         EBITDA is defined as earnings before interest expense, income taxes,
depreciation, amortization, extraordinary items and restructuring costs.
Adjusted EBITDA is defined as EBITDA and unusual costs. EBITDA and Adjusted
EBITDA are included because the Company believes it provides useful information
regarding its ability to service its debt and because the Company


                                       13.

<PAGE>


understands that such information is considered to be an additional basis for
evaluating the Company's ability to pay interest and repay debt. EBITDA and
Adjusted EBITDA do not, however, represent cash flow from operations as defined
by generally accepted accounting principles and should not be considered as a
substitute for net earnings as an indicator of the Company's operating
performance or cash flow as a measure of liquidity. Because EBITDA and Adjusted
EBITDA are not calculated identically by all companies, the presentation herein
may not be comparable to similarly titled measures of other companies.

         The Company's Adjusted EBITDA decreased from $8,013 in the 2000 three
months to $4,555 in the 2001 three months as indicated in the table below.
Restructuring or unusual costs in the 2001 three months relate to the cost of
severance for the reduction of employment levels.

<TABLE>
<CAPTION>

                                                                 Three Months Ended
                                                                       March 31,
                                                              --------------------------
                                                                2000             2001
                                                              ---------       --------
<S>                                                          <C>               <C>
NET EARNINGS (LOSS)                                          $   (200)         $(3,614)

         Income taxes (benefit)                                  (537)          (2,388)
         Interest expense, net                                  4,397            4,887
         Depreciation and amortization                          4,353            4,222
                                                             --------          -------
EBITDA                                                          8,013            3,107
                                                             --------          -------

         Restructuring costs                                        0            1,448
                                                             --------          -------

ADJUSTED EBITDA                                              $  8,013          $ 4,555
                                                             ========          =======

</TABLE>



CURRENCY HEDGING

         In the 2001 three months, approximately 16.5% of the total Company net
sales were generated in non-U.S. currencies. Fluctuations in the value of these
currencies relative to the U.S. dollar could have a material effect on the
Company's results of operations. The Company's cost could be adversely affected
if the Chinese Renminbi appreciates significantly relative to the U.S. dollar.
Although the Company generally pays for its products in U.S. dollars, the cost
of such products fluctuates with the value of the Chinese Renminbi. The Company
is exposed to the impact of changes in foreign currency exchange rates on its
results of operations as a result of U.S. dollar-denominated intercompany
balances owed from international subsidiaries, primarily for purchases of
products from the Company's U.S. operations and long-term notes receivable. The
impact of a hypothetical unfavorable change in foreign currency exchange rates
of 10% would result in additional losses before taxes of approximately $1,600
and $1,800 based on intercompany balances as of December 31, 2000 and March 31,
2001, respectively.



                                       14.

<PAGE>



INTEREST RATE RISK

         The Company is subject to market risk from exposure to changes in
interest rates based on its financing, investing and cash management activities.
The Company has the 11.75% Notes due 2006 and the revolving credit facility to
maintain the desired level of exposure to risk of interest rate fluctuations and
to minimize interest expense. The Company utilizes a mix of debt maturities
along with both fixed- and variable-rate debt to manage its exposure to changes
in interest rates. Recent increases in the cost of borrowing under the Revolving
Credit Facility and higher utilization of the Company's revolving credit
facility are expected to increase interest expense in 2001. There can be no
assurances that interest rates will not materially change from existing levels.



FORWARD LOOKING STATEMENTS

         Certain statements made in this Management's Discussion and Analysis of
the Consolidated Financial Statements and in the Notes to Condensed Consolidated
Financial Statements reflect management's estimates and beliefs and are intended
to be, and are hereby identified as, "forward-looking statements" for purposes
of the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. Such forward-looking terminology, includes but is not limited to words
such as "may," "intend," "will," "expect," "anticipate," "plan," "the Company
believes," "management believes," "estimate," "continue," or "position" or the
negative thereof or other variations thereon or comparable terminology. In
particular, any statements, express or implied, concerning future operating
results or the ability to generate revenues, income or cash flow are forward
looking statements.

         Forward looking statements are necessarily dependent upon assumptions,
estimates and data that may be incorrect or imprecise and involve known and
unknown risks, uncertainties and other important factors that could cause the
actual results, performance or achievements of the Company or any of its
subsidiaries, or industry results, to differ materially from any future results,
performance or achievements expressed or implied by such forward-looking
statements. Although the Company believes that the expectations will prove to
have been correct. Accordingly, the Company hereby identifies the following
important factors as some of the factors that could cause the Company's
financial results to differ materially from any such results that might be
projected, forecast, estimated or budgeted by the Company in forward-looking
statements: Heightened competition, including specifically the intensification
of price competition, the development and introduction of new products and entry
by competitors into new product markets; higher selling, general and
administrative expenses, including advertising and promotion; significant
indebtedness of the Company; the restrictive covenants included in its debt
arrangements; need to continue introduction of products that represent an
improvement over our existing products, or which are more successful than
competitors' innovations; failure to obtain new customers or retain existing key
customers or the effects of inventory reductions by key accounts; ability to
maintain and increase shelf space for our products at key accounts; inability to
carry out domestic and foreign marketing and sales plans; decline in
international sales due to economic disruptions in certain foreign countries, or
due to fluctuations in currency exchange rates; increased manufacturing costs,
including inability or reduced ability to have products manufactured overseas
and the cost of raw materials; loss of the services of


                                       15.


<PAGE>



one or more key personnel; changes in operating strategy or development plans;
any protracted labor relations dispute; changes in the Company's capital
expenditure plan; continued consolidation in the retail industry; general
domestic and foreign economic downturns; changes in or failure to comply with
government regulations; and product recalls, corrective actions and liability
claims and product liability litigation and the impact on sales of adverse
publicity and news coverage due to any recall, corrective action or litigation.

         The foregoing review of factors pursuant to the Private Litigation
Securities Reform Act of 1995 should not be construed as exhaustive or as any
admission regarding the adequacy of disclosures made by the Company prior to
this filing. All subsequent written and oral forward-looking statements
attributable to the Company or persons acting on its behalf are expressly
qualified in their entirety by such factors.




                                       16.

<PAGE>



Part II.          Other Information.


Item 1.           Legal Proceedings

                  There are various claims pending against the Company involving
                  product liability, patent, employee benefit, environmental,
                  and other matters arising out of the conduct of the business
                  of the Company as previously described in the Company's Form
                  10-K. The following summarizes significant developments in
                  previously reported matters and any material claims asserted
                  since December 31, 2000.

                  In early May, the Company announced a consumer safety campaign
                  for the Joy Ride(R) infant car seat carrying handle and is
                  offering a free repair kit to owners. The car seats have not
                  been manufactured for sale in the U. S. since December 1998.
                  The Company is indemnified by Spalding for 97% of the cost of
                  the recall. The Company estimates, taking into consideration
                  the Spalding indemnification, that the cost of this safety
                  campaign will not exceed $50.


Item 6.           EXHIBITS AND REPORTS ON FORM 8-K

A.                The following is an index of the exhibits included in the
                  Form 10-Q:

                  None.


B.                The following Reports on Form 8-K were filed by Evenflo
                  Company, Inc. during the quarter ended March 31, 2001.

                  None.






                                       17.



<PAGE>



                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed on behalf of the registrant by the following duly authorized
persons.




                               EVENFLO COMPANY, INC. AND SUBSIDIARIES
                               ---------------------------------------
                               (Registrant)





Date  MAY 14, 2001             /s/ RICHARD W. FRANK
                               ---------------------------------------
                               Richard W. Frank
                               Chairman of the Board of Directors and
                                     Chief Executive Officer


Date   MAY 14, 2001            /s/ DARYLE A. LOVETT
                               ---------------------------------------
                               Daryle A. Lovett
                               Senior Executive Vice President Finance and
                                      Chief Financial Officer



















                                       18.