FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 (X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 1, 2001 ( ) 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. 1-7604 CROWN CRAFTS, INC ----------------------------------------------------------------- (Exact name of registrant as specified in its charter) Georgia 58-0678148 -------------------------------- ------------------------------------ (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 1600 RiverEdge Parkway, Suite 200, Atlanta, Georgia 30328 -------------------------------------------------------------- (Address of principal executive offices) (770) 644-6400 -------------------------------------------------------------- (Registrant's telephone number, including area code) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or 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 [ ] The number of shares of common stock, $1.00 par value, of the Registrant outstanding as of August 15, 2001 was 9,421,437. 1 FORM 10-Q CROWN CRAFTS, INC. AND SUBSIDIARIES PART 1 - FINANCIAL INFORMATION ITEM 1 - CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED BALANCE SHEETS July 1, 2001 (UNAUDITED) and April 1, 2001
July 1, April 1, dollar amounts in thousands, except share and per share amounts 2001 2001 ------------------------------------------------------------------------------------------------------ ASSETS ------------------------------------------------------------------------------------------------------ CURRENT ASSETS: Cash and cash equivalents $ 92 $ 588 Restricted cash 514 508 Accounts receivable (net of allowances of $2,330 at July 1 and $1,937 at April 1): Due from factor 8,734 15,588 Other 2,551 2,213 Inventories, net 20,478 19,564 Other current assets 1,803 2,233 Assets held for sale 12,924 21,661 ------------------------------------------------------------------------------------------------------ Total current assets 47,096 62,355 ------------------------------------------------------------------------------------------------------ PROPERTY, PLANT AND EQUIPMENT - AT COST: Land, buildings and improvements 2,759 2,736 Machinery and equipment 3,973 3,873 Furniture and fixtures 492 489 ------------------------------------------------------------------------------------------------------ 7,224 7,098 Less accumulated depreciation 3,401 3,184 ------------------------------------------------------------------------------------------------------ Property, plant and equipment - net 3,823 3,914 ------------------------------------------------------------------------------------------------------ OTHER ASSETS: Goodwill (net of amortization of $5,471 at July 1 and $5,207 at April 1) 23,825 24,088 Other 1,073 321 ------------------------------------------------------------------------------------------------------ Total other assets 24,898 24,409 ------------------------------------------------------------------------------------------------------ TOTAL ASSETS $75,817 $90,678 ======================================================================================================
See notes to interim consolidated financial statements. 2 Crown Crafts, Inc. and Subsidiaries CONSOLIDATED BALANCE SHEETS July 1, 2001 (UNAUDITED) and April 1, 2001
July 1, April 1, dollar amounts in thousands, except share and per share amounts 2001 2001 ------------------------------------------------------------------------------------------------------ LIABILITIES AND SHAREHOLDERS' DEFICIT ------------------------------------------------------------------------------------------------------ CURRENT LIABILITIES: Accounts payable 6,446 8,470 Accrued wages and benefits 1,181 2,144 Accrued royalties 765 1,086 Other accrued liabilities 2,347 3,316 Current maturities of long-term debt 36,660 44,016 ------------------------------------------------------------------------------------------------------ Total current liabilities 47,399 59,032 ------------------------------------------------------------------------------------------------------ NON-CURRENT LIABILITIES: Long-term debt 47,150 47,650 Deferred income taxes 24 24 Other 745 745 ------------------------------------------------------------------------------------------------------ Total non-current liabilities 47,919 48,419 ------------------------------------------------------------------------------------------------------ COMMITMENTS AND CONTINGENCIES ------------------------------------------------------------------------------------------------------ SHAREHOLDERS' DEFICIT: Common stock - par value $1.00 per share, 50,000,000 shares authorized Outstanding: 8,594,437 at July 1 and 8,608,843 at April 1 8,594 8,609 Additional paid-in capital 27,172 27,161 Accumulated deficit (55,337) (52,477) Cumulative currency translation adjustment 70 (66) ------------------------------------------------------------------------------------------------------ Total shareholders' deficit (19,501) (16,773) ------------------------------------------------------------------------------------------------------ TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT $ 75,817 $ 90,678 ======================================================================================================
See notes to interim consolidated financial statements. 3 Crown Crafts, Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS Three months ended July 1, 2001 and July 2, 2000
July 1, July 2, in thousands, except loss per share 2001 2000 ------------------------------------------------------------------------------- Net sales $ 38,699 $ 58,194 Cost of products sold 31,175 53,747 ------------------------------------------------------------------------------- Gross profit 7,524 4,447 Marketing and administrative expenses 7,968 11,976 Gain on disposition of assets (370) (466) ------------------------------------------------------------------------------- Loss from operations (74) (7,063) Other income (expense): Interest expense (3,300) (3,934) Other - net 557 111 ------------------------------------------------------------------------------- Loss before income taxes (2,817) (10,886) Income tax expense 42 -- ------------------------------------------------------------------------------- Net loss (2,859) (10,886) ------------------------------------------------------------------------------- Other comprehensive income, net of tax: Foreign currency translation adjustment 136 31 ------------------------------------------------------------------------------- Comprehensive loss, net of tax $ (2,723) $(10,855) ------------------------------------------------------------------------------- Basic loss per share $ (0.32) $ (1.26) ------------------------------------------------------------------------------- Diluted loss per share $ (0.32) $ (1.26) ------------------------------------------------------------------------------- Weighted average shares outstanding - basic 8,605 8,609 ------------------------------------------------------------------------------- Weighted average shares outstanding - diluted 8,605 8,609 ===============================================================================
See notes to interim consolidated financial statements. 4 Crown Crafts, Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS Three months ended July 1, 2001 and July 2, 2000 (UNAUDITED)
July 1, July 2, in thousands 2001 2000 ------------------------------------------------------------------------------------- OPERATING ACTIVITIES: Net loss $ (2,859) $(10,886) Adjustments to reconcile net loss to net cash (used for) provided by operating activities: Depreciation of property, plant and equipment 242 3,068 Amortization of goodwill 264 265 Gain on disposition of assets (802) (466) Changes in assets and liabilities Accounts receivable 3,546 11,130 Inventories, net (914) 2,540 Other current assets 430 1,725 Other assets (752) 390 Accounts payable (2,024) (5,266) Accrued liabilities (2,253) (2,269) Assets held for sale, net of sales 464 -- ------------------------------------------------------------------------------------- Net cash (used for) provided by operating activities (4,658) 231 ------------------------------------------------------------------------------------- INVESTING ACTIVITIES: Capital expenditures (50) (328) Proceeds from disposition of assets 9,201 888 Other (93) 31 ------------------------------------------------------------------------------------- Net cash provided by investing activities 9,058 591 ------------------------------------------------------------------------------------- FINANCING ACTIVITIES: Payment of long-term debt (7,856) (878) Increase (decrease) in advances from factor 2,970 (1,086) Stock repurchased (4) -- ------------------------------------------------------------------------------------- Net cash used for financing activities (4,890) (1,964) ------------------------------------------------------------------------------------- NET DECREASE IN CASH AND CASH EQUIVALENTS (490) (1,142) Cash and cash equivalents at beginning of year 1,096 1,453 ------------------------------------------------------------------------------------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 606 $ 311 ------------------------------------------------------------------------------------- SUPPLEMENTAL CASH FLOW INFORMATION: Income taxes paid $ 112 $ 281 Interest paid $ 3,707 $ 4,082 SUPPLEMENTAL DISCLOSURE OF NON CASH INVESTING AND FINANCING ACTIVITIES Disposition escrow account $ 514 $ -- =====================================================================================
See notes to interim consolidated financial statements. 5 FORM 10-Q CROWN CRAFTS, INC. AND SUBSIDIARIES NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS 1. Basis of Presentation: The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America applicable to interim financial information and the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, such interim consolidated financial statements contain all adjustments necessary to present fairly the Company's financial position as of July 1, 2001 and the results of its operations and its cash flows for the three-month periods ended July 1, 2001 and July 2, 2000. Such adjustments include normal recurring accruals and a pro rata portion of certain estimated annual expenses. Operating results for the three-month period ended July 1, 2001 are not necessarily indicative of the results that may be expected for the year ending April 1, 2001. For further information, refer to the consolidated financial statements and footnotes thereto included in the annual report of Form 10-K for the year ended April 1, 2001 of Crown Crafts, Inc. (the "Company"). Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Recently Issued Accounting Standards: In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") 133, Accounting for Derivative Financial Instruments and Hedging Activities. SFAS 133, effective for the Company on April 2, 2001, establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, (collectively referred to as derivatives) and for hedging activities. The Company has no contracts or other instruments to which SFAS 133 is applicable and the adoption of this standard, as amended, did not have a material impact on the Company's results of operations, financial position or cash flow. In 1999, Staff Accounting Bulletin 101 ("SAB") 101 Revenue Recognition was issued requiring that revenue be recognized when certain criteria are met. In addition, the Emerging Issues Task Force ("EITF") reached a consensus on issue EITF 00-10 in September 2000, Accounting for Shipping and Handling Fees and Costs. The Company has analyzed the implications of both SAB 101 and EITF 00-10, and these pronouncements did not have a material impact on the Company's consolidated financial statements. In June 2001 the FASB also approved SFAS 142, Goodwill and Other Intangible Assets. This statement prescribes that goodwill should no longer be amortized upon adoption of the standard. Instead. goodwill will be tested annually for impairment, and on an interim basis if certain impairment indicators are present. Additionally, intangible assets with an indefinite useful life may not be amortized. The company will adopt SFAS 142 on April 1, 2002. Reclassifications: Certain prior period financial statement balances have been reclassified to conform to the current period's presentation. 2. In 1999, the Company adopted SFAS 131, Disclosures about Segments of an Enterprise and Related Information. The Company's principal segments include adult home furnishing and juvenile products, consisting of bedroom and bath products (adult comforters, sheets and towels), throws and juvenile products (primarily Pillow Buddies(R)). The second principal segment is infant products, consisting of infant bedding, bibs, and infant soft goods. The Company tracks revenues and operating profit information for these two business segments. Following the sale of the Adult Bedding and Bath business as of July 23, 2001 as described in Note 5 below, the Company will be primarily in the infant and juvenile products business. Financial information attributable to the Company's business segments for the quarters ended July 1, 2001 and July 2, 2000, was as follows (in thousands): 6
THREE MONTHS ENDED Revenues: July 1, 2001 July 2, 2000 -------------------------- --------------------------- Adult home furnishing and juvenile products 19,288 37,953 Infant products 19,411 20,241 ------- ------- Total $38,699 $58,194 ======= ======= THREE MONTHS ENDED Operating income (loss) July 1, 2001 July 2, 2000 -------------------------- ----------------------------- Adult home furnishing and juvenile products (1,744) (9,182) Infant products 1,670 2,119 ------- ------- Total $ (74) $(7,063) ======= =======
Net sales by individual product groups within these business segments were as follows (in thousands):
THREE MONTHS ENDED July 1, 2001 July 2, 2000 ------------------- --------------------------- Bedroom products 18,111 26,685 Throws 540 10,363 Infant and juvenile products 20,048 21,116 Other -- 30 ------- ------- Total $38,699 $58,194 ======= =======
3. No interest costs were capitalized during the three months ended July 1, 2001, and July 2, 2000. 4. Major classes of inventory were as follows (in thousands):
July 1, April 1, 2001 2001 ------- -------- Raw materials $ 3,573 $ 3,501 Work in process 1,364 1,545 Finished goods 15,541 14,518 ------- ------- $20,478 $19,564 ======= =======
Inventory is net of reserves for inventories classified as irregular or discontinued of $2.0 million and $2.2 million at July 1, 2001 and April 1, 2001, respectively. 5. During the three months ended July 1, 2001, the Company sold property, plant and equipment (primarily at Timberlake, North Carolina) with net proceeds of $9.2 million and a gain on sale of $802,000. The net proceeds were used to reduce debt. As part of the plan to reduce debt and restore profitability, the Company made a decision to exit the Adult Bedding and Bath Business and its net assets of $12.9 million were held for sale at July 1, 2001. Expected proceeds of the sale are $9.3 million cash plus assumption of liabilities of $3.6 million as well as certain contingent liabilities. Cash from the sale will be used to reduce debt. Included in the sale will be inventory, buildings, machinery and equipment located at Roxboro, North Carolina as well as various sales offices. The Adult Bedding and Bath Business had annual sales of approximately $76.5 million in fiscal 2001 and was included in the adult home furnishing and juvenile products segment. The Adult Bedding and Bath Business includes the remainder of the bedroom products group following the sale of the Wovens division. The sale was completed on July 23, 2001. 7 ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS THREE MONTHS ENDED JULY 1, 2001 COMPARED TO THE THREE MONTHS ENDED JULY 2, 2000 Net sales decreased $19.5 million or 33.5% to $38.7 million in the current year quarter compared to $58.2 million in the prior year quarter. This was attributable to a decrease of $8.6 million, or 32.1%, in bedroom products, a $9.8 million decrease in throws and a decrease of $1.1 million, or 5.1%, in sales of infant and juvenile products. The decrease in bedroom products resulted from the decision to phase out the unprofitable Studio bedding line as well as the sale of the Wovens division on November 14, 2000. The disposition of the Wovens division resulted in lower sales of throws. Lower sales of infant and juvenile products were due to changes in buying patterns by major retailers. For the quarter ended July 1, 2001, gross profit as a percentage of net sales increased to 19.4% from 7.6% for the quarter ended July 2, 2000. A variety of factors impacted margins, including a change in product mix, but the increased margin relates primarily to a lower manufacturing costs as a result of outsourcing. Marketing and administrative expenses decreased by $4.0 million or 33.5% in the current year quarter compared to the same quarter in the prior fiscal year and were 20.6% of net sales for both periods presented. The decrease is a result of the Company's cost reduction and restructuring programs as well as the sale of the Wovens division. Interest expense for the quarter decreased by $0.6 million because of lower debt and reduced interest rates. Due to the accumulated losses, no federal income tax provision has been included for the quarter ended July 1, 2001 and the prior year quarter. A provision for estimated state and local taxes of $42,000 was included for the quarter ended July 2001. FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES Net cash used for operating activities was $4.7 million for the three months ended July 1, 2001 compared to net cash provided by operating activities of $0.2 million for the three months ended July 2, 2000. Net cash provided by investing activities was $9.1 million compared to $0.6 million in the prior year period. Net cash used for financing activities was $4.9 million, compared to $2.0 million in the prior year period. Total debt outstanding decreased to $83.8 million at July 1, 2001 from $91.7 million at April 1, 2001. This decrease resulted from the repayment of debt from the sale of fixed assets. As of July 1, 2001, cash of $0.5 million was restricted and assigned as collateral to secure indemnities related to the sale of the Wovens division. A $1.7 million letter of credit for minimum royalties and a $0.7 million letter of credit for workers' compensation liabilities are secured by accounts receivable due from factor. At July 1, 2001 and April 1, 2001, long term debt consisted of:
(in thousands) July 1 April 1 ----------------------------------------------------- Bank Credit lines $24,973 $30,249 Promissory notes 28,837 31,417 Floating rate revolving credit facilities 30,000 30,000 ------- ------- 83,810 91,666 Less current maturities 36,660 44,016 ------- ------- $47,150 $47,650 -----------------------------------------------------
8 On July 23, 2001 the Company completed a refinancing of its debt. The new credit facilities include the following: Revolving Credit of up to $19 million including a $3 million sub-limit for letters of credit, $ 14.0 million drawn at closing. Interest rate of LIBOR plus 2.75%, maturity June 30, 2004. Secured by a first lien on all assets. Senior Notes of $14 million. Interest rate of 10% plus additional interest contingent upon cash flow availability of 3%. Maturity June 30, 2006. Secured by a first lien on all assets. Senior Subordinated Notes of $16 million. Interest rate of 10% plus an additional 1.65% payable by delivery of a promissory note due July 23, 2007. Maturity July 23, 2007, secured by a second lien on all assets. In addition to principal and interest, a payment of $8 million is due on the earliest of (i) maturity of the notes, (ii) prepayment of the notes, or (iii) sale of the Company. The original issue discount of $4.1 million on this non-interest bearing note at a market interest rate of 12% will be amortized over the life of the notes. The new credit facilities contain covenants regarding minimum levels of Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA"), maximum total debt/EBITDA, maximum senior debt to EBITDA, minimum EBITDA to cash interest, and minimum shareholders' equity. The covenants also include restrictions on capital expenditures, dividends, and stock repurchases. Minimum annual maturities adjusted to reflect the July 23, 2001 refinancing are as follows: (in thousands)
FISCAL REVOLVER SENIOR NOTES SUB NOTES TOTAL -------- ------------ --------- ------- 2002 -- $ 250 -- $ 250 2003 -- 2,000 -- 2,000 2004 -- 2,000 -- 2,000 2005 $14,000 2,000 -- 16,000 2006 -- 2,000 -- 2,000 2007 -- 5,750 -- 5,750 2008 -- -- $24,000* 24,000 ------- ------- ------- ------- Total $14,000 $14,000 $24,000 $52,000
*includes $8,000 non-interest bearing note issued at an original issue discount of $4.1 million. In the event that required debt service exceeds 70% of free cash flow (EBITDA less capital expenditures and cash taxes paid), the excess of contingent interest and principal amortization over 70% will be deferred until maturity of the Senior Notes in June 2006. Contingent interest plus additional principal payments will be due annually up to 70% of free cash flow. As part of the refinancing, the Company issued to the Lenders warrants for non-voting common stock that are convertible into common stock equivalent to 65% of the shares of the Company on a fully diluted basis at a price of 11.3 cents per share. The warrants are non-callable and expire in six years. The value of the warrants of $2.4 million using the Black-Scholes option pricing model was credited to additional paid in capital in the second quarter of fiscal 2002. Also in the second quarter of fiscal 2002, the Company recognized an extraordinary item of $25.0 million representing cancellation of debt income in connection with the refinancing. Below is a comparison of the July 1, 2001 balance sheet with the pro forma impact of the refinancing and the disposition of the Adult Bedding and Bath business: 9 CROWN CRAFTS, INC. CONDENSED BALANCE SHEET
in millions of dollars Pro forma July 1, 2001 July 1, 2001 ------------ ------------ Current assets $34.2 $35.9 Assets held for sale 12.9 -- Fixed assets, net 3.8 3.8 Other assets 24.9 23.9 ----- ----- Total assets $75.8 $63.6 ===== ===== Accounts payable $ 6.4 $ 3.9 Accrued liabilities 4.3 4.0 Current maturities of long term debt 36.7 0.7 ----- ----- Total current liabilities 47.4 8.6 Long term debt 47.1 47.1 Other liabilities 0.8 -- Shareholders' (deficit) equity (19.5) 7.9 ----- ----- Total liabilities and shareholders' (deficit) equity $75.8 $63.6 ===== =====
The Company's notes and the credit facilities contain similar restrictive covenants requiring the Company to maintain certain ratios of earnings to fixed charges and of total debt to total capitalization. In addition, the bank revolving credit facilities contain certain covenants requiring the Company to maintain minimum levels of shareholders' equity and certain ratios of total debt to cash flow. The bank facilities also place restrictions on the amounts the Company may expend on acquisitions and purchases of treasury stock and currently prohibit the payment of dividends. Other covenants of these revolving credit facilities require the Company to maintain certain financial ratios and place restrictions on the amounts the Company may expend on acquisitions. On August 31, 2000, the Company concluded a restructuring of its debt. The agreements extended the maturity of the debt to April 3, 2001 and adjusted financial and other covenants based on the Company's projections. The restructured loan covenants limited capital expenditures for fiscal 2001 to $4.4 million, limited the level of advances on factored accounts receivable, required certain levels of borrowing base assets relative to the debt, and required certain levels of cash flow on a monthly basis. At certain times during the year, the Company was not in compliance with certain of these covenants and obtained amendments of the loan agreements to waive such noncompliance. Compliance and reporting to the lenders is daily with respect to the level of factor advances and borrowing base assets, and monthly with respect to other covenants. In exchange, the Company issued to the Lenders warrants exercisable for 5% of the Company's issued and outstanding stock exercisable not later than December 31, 2005. These warrants were cancelled in connection with the July 23, 2001 refinancing. As of August 31, 2000, the interest rate on the credit facilities was increased by 1% to each bank's base rate plus 2% and on the notes placed with an insurance company to 11.77%. The margin over Base Rate increased to 4% in the quarter ended April 1, 2001. Effective April 3, 2001, the Lenders extended the maturity of the loans to June 30, 2001 and subsequently to August 6, 2001 with a margin over base rate of 1%. The Company's ability to make scheduled payments of principal, to pay the interest on, or to refinance its maturing indebtedness, to fund capital expenditures, or to comply with its debt covenants will depend upon future performance. The Company's future performance is, to a certain extent, subject to general economic, financial, competitive, legislative, regulatory and other factors beyond its control. Based upon the current level of operations, the Company believes that cash flow from operations together with revolving credit availability will be adequate to meet liquidity needs for the next year. To reduce its exposure to credit losses and to enhance its cash flow forecasts, the Company factors the majority of its trade accounts receivable. The Company's factor establishes customer credit lines, and accounts for and collects receivable balances. The factor remits payment to the Company on the due dates of the factored invoices. The factor assumes all responsibility for credit losses on sales within approved credit lines, but may deduct from its remittances to the Company the amounts of customer deductions for returns, allowances, disputes and discounts. The Company's factor may at any time terminate or limit its approval of shipments to a particular customer. If such a termination occurs, the Company may either assume the credit risks for shipments after the date of such termination or cease shipments to such customer. 10 FORWARD-LOOKING INFORMATION This Form 10Q contains forward-looking statements within the meaning of the federal securities law. Such statements are based upon management's current expectations, projections, estimates and assumptions. Words such as "expects," "believes," "anticipates" and variations of such words and similar expressions are intended to identify such forward-looking statements. Forward-looking statements involve known and unknown risks and uncertainties that may cause future results to differ materially from those anticipated. These risks include, among others, general economic conditions, changing competition, the level and pricing of future orders from the Company's customers, the Company's dependence upon third-party suppliers, including some located in foreign countries with unstable political situations, the Company's ability to successfully implement new information technologies, the Company's ability to integrate its acquisitions and new licenses, and the Company's ability to implement improvements in its acquired businesses. ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company is exposed to market risk from changes in interest rates on debt, commodity prices and foreign exchange rates. The Company's exposure to interest rate risk relates to its floating rate debt, $55.0 million of which was outstanding at July 1, 2001. Each 1.0 percentage point increase in interest rates would impact pretax earnings by $0.6 million at the debt level of July 1, 2001 (excludes $28.8 million of fixed rate debt.) The Company's exposure to commodity price risk primarily relates to changes in the price of cotton, which is a principal raw material in a substantial number of the Company's products. The Company's exposure to foreign exchange rates relates to its Mexican manufacturing subsidiary. During the fiscal year ended April 1, 2001, this subsidiary manufactured products for the Company with a value of approximately $4.4 million. The Company's investment in the subsidiary was approximately $3.0 million at July 1, 2001. 11 FORM 10-Q CROWN CRAFTS, INC. AND SUBSIDIARIES PART II - OTHER INFORMATION Item 1 - Legal Proceedings From time to time, the Company is involved in various legal proceedings relating to claims arising in the ordinary course of its business. Neither the Company nor any of its subsidiaries is a party to any such legal proceeding the outcome of which, individually or in the aggregate, is expected to have a material adverse effect on the Company's financial condition or results of operations. Item 2 - Changes in Securities None Item 3 - Defaults Upon Senior Securities None Item 4 - Submission of Matters to Vote of Security Holders None Item 5 - Other Information None Item 6 - Exhibits and Reports on Form 8-K There were no reports on Form 8-K during the quarter ended July 1, 2001. 12 FORM 10-Q CROWN CRAFTS, INC. AND SUBSIDIARIES JULY 1, 2001 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. CROWN CRAFTS, INC. Date: September 21, 2001 /s/ Carl A. Texter ---------------------- ----------------------------------- CARL A. TEXTER (Chief Accounting Officer) 13