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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

 

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

 

For the quarterly period ended December 29, 2024

 

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)

 

Delaware 58-0678148
(State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.)
   
   
916 South Burnside Avenue, Gonzales, LA 70737
(Address of principal executive offices) (Zip Code)

 

 

(225) 647-9100
(Registrant’s telephone number, including area code)
 
 
(Former name, former address and former fiscal year, if changed since last report)

 

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

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

CRWS

Nasdaq Capital Market

 

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 ☑         No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).                                                                                                                                                                                                                                                                                                                                               Yes ☑         No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer                   Accelerated filer                           
Non-Accelerated filer                    Smaller Reporting Company         
  Emerging Growth Company         

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.         ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No ☑

 

The number of shares of common stock, $0.01 par value, of the registrant outstanding as of February 10, 2025 was 10,393,741.

 

 

  

PART I – FINANCIAL INFORMATION

 
 

 

ITEM 1. FINANCIAL STATEMENTS

 

CROWN CRAFTS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

DECEMBER 29, 2024 (UNAUDITED) AND MARCH 31, 2024

(amounts in thousands, except share and per share amounts)

 

  

December 29, 2024

  

March 31, 2024

 
         

ASSETS

 

Current assets:

        

Cash and cash equivalents

 $1,053  $829 

Accounts receivable (net of allowances of $1,266 at December 29, 2024 and $1,486 at March 31, 2024):

        

Due from factor

  21,749   18,584 

Other

  3,753   3,819 

Inventories

  32,376   29,709 

Prepaid expenses

  2,908   1,883 

Total current assets

  61,839   54,824 
         

Operating lease right of use assets

  12,987   14,949 
         

Property, plant and equipment - at cost:

        

Leasehold improvements

  502   493 

Machinery and equipment

  5,722   5,062 

Furniture and fixtures

  477   477 

Property, plant and equipment - gross

  6,701   6,032 

Less accumulated depreciation

  4,877   4,376 

Property, plant and equipment - net

  1,824   1,656 
         

Finite-lived intangible assets - at cost:

        

Customer relationships

  8,174   8,174 

Other finite-lived intangible assets

  10,286   4,766 

Finite-lived intangible assets - gross

  18,460   12,940 

Less accumulated amortization

  10,640   10,068 

Finite-lived intangible assets - net

  7,820   2,872 
         

Goodwill

  13,255   7,926 

Deferred income taxes

  762   277 

Other

  254   202 

Total Assets

 $98,741  $82,706 
         

LIABILITIES AND SHAREHOLDERS' EQUITY

 

Current liabilities:

        

Accounts payable

 $8,643  $4,502 

Accrued wages and benefits

  1,194   813 

Accrued royalties

  1,272   290 

Dividends payable

  869   843 

Operating lease liabilities, current

  3,895   3,587 

Other accrued liabilities

  536   426 

Current maturities of long-term debt

  1,990   - 

Total current liabilities

  18,399   10,461 
         

Non-current liabilities:

        

Long-term debt

  18,870   8,112 

Operating lease liabilities, noncurrent

  9,923   12,138 

Reserve for unrecognized tax liabilities

  473   394 

Total non-current liabilities

  29,266   20,644 
         

Shareholders' equity:

        

Common stock - $0.01 par value per share; Authorized 40,000,000 shares at December 29, 2024 and March 31, 2024; Issued 13,299,402 shares at December 29, 2024 and 13,208,226 shares at March 31, 2024

  132   132 

Additional paid-in capital

  58,459   57,888 

Treasury stock - at cost - 2,905,661 shares at December 29, 2024 and 2,897,507 at March 31, 2024

  (15,860)  (15,821)

Retained Earnings

  8,345   9,402 

Total shareholders' equity

  51,076   51,601 

Total Liabilities and Shareholders' Equity

 $98,741  $82,706 

 

See notes to unaudited condensed consolidated financial statements.

 

1

 
 

  

CROWN CRAFTS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME

THREE- AND NINE-MONTH PERIODS ENDED DECEMBER 29, 2024 AND DECEMBER 31, 2023

(amounts in thousands, except per share amounts)

 

  

Three-Month Periods Ended

  

Nine-Month Periods Ended

 
  

December 29, 2024

  

December 31, 2023

  

December 29, 2024

  

December 31, 2023

 
                 

Net sales

 $23,351  $23,801  $64,023  $65,053 

Cost of products sold

  17,253   17,367   47,002   47,281 

Gross profit

  6,098   6,434   17,021   17,772 

Marketing and administrative expenses

  4,397   4,107   14,108   12,189 

Income from operations

  1,701   2,327   2,913   5,583 

Other (expense) income:

                

Interest expense - net of interest income

  (391)  (208)  (840)  (560)

Gain (loss) on sale or disposition of property, plant and equipment

  (2)  58   (2)  58 

Other - net

  (33)  17   (55)  (9)

Income before income tax expense

  1,275   2,194   2,016   5,072 

Income tax expense

  382   492   585   1,182 

Net income

 $893  $1,702  $1,431  $3,890 
                 

Weighted average shares outstanding:

                

Basic

  10,394   10,241   10,353   10,198 

Effect of dilutive securities

  -   -   1   2 

Diluted

  10,394   10,241   10,354   10,200 
                 

Earnings per share - basic and diluted

 $0.09  $0.17  $0.14  $0.38 

 

See notes to unaudited condensed consolidated financial statements.

 

2

 
 

  

CROWN CRAFTS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

THREE- AND NINE-MONTH PERIODS ENDED DECEMBER 29, 2024 AND DECEMBER 31, 2023

 

  

Common Shares

  

Treasury Shares

  

Additional

      

Total

 
  

Number of

Shares

   

Amount

  

Number of

Shares

  

Amount

  

Paid-in

Capital

  

Retained

Earnings

  

Shareholders'

Equity

 
  

(Dollar amounts in thousands)

 
                              
  

Three-Month Periods

 

Balances - October 1, 2023

  13,138,226   $131   (2,897,507) $(15,821) $57,509  $8,334  $50,153 
                              

Issuance of shares

  -    -   -   -   -   -   - 

Stock-based compensation

  -    -   -   -   190   -   190 

Acquisition of treasury stock

  -    -   -   -   -   -   - 

Net income

  -    -   -   -   -   1,702   1,702 

Dividend declared on common stock - $0.08 per share

  -    -   -   -   -   (820)  (820)

Balances - December 31, 2023

  13,138,226   $131   (2,897,507) $(15,821) $57,699  $9,216  $51,225 
                              

Balances - September 29, 2024

  13,299,402   $132   (2,905,661) $(15,860) $58,279  $8,284  $50,835 
                              

Issuance of shares

  -    -   -   -   -   -   - 

Stock-based compensation

  -    -   -   -   180   -   180 

Acquisition of treasury stock

  -    -   -   -   -   -   - 

Net income

  -    -   -   -   -   893   893 

Dividend declared on common stock - $0.08 per share

  -    -   -   -   -   (832)  (832)

Balances - December 29, 2024

  13,299,402   $132   (2,905,661) $(15,860) $58,459  $8,345  $51,076 
                              
  

Nine-Month Periods

 

Balances - April 2, 2023

  13,051,814   $131   (2,897,507) $(15,821) $57,126  $7,778  $49,214 
                              

Issuance of shares

  86,412    -   -   -   -   -   - 

Stock-based compensation

  -    -   -   -   573   -   573 

Acquisition of treasury stock

  -    -   -   -   -   -   - 

Net income

  -    -   -   -   -   3,890   3,890 

Dividend declared on common stock - $0.24 per share

  -    -   -   -   -   (2,452)  (2,452)

Balances - December 31, 2023

  13,138,226   $131   (2,897,507) $(15,821) $57,699  $9,216  $51,225 
                              

Balances - March 31, 2024

  13,208,226   $132   (2,897,507) $(15,821) $57,888  $9,402  $51,601 
                              

Issuance of shares

  91,176 

 

  -   -   -   -   -   - 

Stock-based compensation

  -    -   -   -   571   -   571 

Acquisition of treasury stock

  -    -   (8,154)  (39)  -   -   (39)

Net income

  -    -   -   -   -   1,431   1,431 

Dividends declared on common stock - $0.24 per share

  -    -   -   -   -   (2,488)  (2,488)

Balances - December 29, 2024

  13,299,402   $132   (2,905,661) $(15,860) $58,459  $8,345  $51,076 

 

See notes to unaudited condensed consolidated financial statements.

 

3

 

  

CROWN CRAFTS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

NINE-MONTH PERIODS ENDED DECEMBER 29, 2024 AND DECEMBER 31, 2023

(amounts in thousands)

 

  

Nine-Month Periods Ended

 
  

December 29, 2024

  

December 31, 2023

 

Operating activities:

        

Net income

 $1,431  $3,890 

Adjustments to reconcile net income to net cash provided by operating activities:

        

Depreciation of property, plant and equipment

  501   647 

Amortization of intangibles

  574   451 

Reduction in the carrying amount of right of use assets

  3,458   3,208 

Deferred income taxes

  (485)  (1,106)

(Gain) loss on sale or disposition of property, plant and equipment

  2   (58)

Reserve for unrecognized tax liabilities

  79   56 

Stock-based compensation

  571   573 

Changes in assets and liabilities:

        

Accounts receivable

  665   765 

Inventories

  (678)  (1,112)

Prepaid expenses

  (671)  (1,130)

Other assets

  (52)  (14)

Lease liabilities

  (3,330)  (2,497)

Accounts payable

  3,528   (113)

Accrued liabilities

  1,401   542 

Net cash provided by operating activities

  6,994   4,102 

Cash used in investing activities:

        

Capital expenditures for property, plant and equipment

  (659)  (662)

Proceeds from sale of property, plant and equipment

  -   105 

Payment to acquire Baby Boom

  (16,355)  - 

Aggregate adjustment from the Manhattan and MTE acquisition

  -   488 

Net cash used in investing activities

  (17,014)  (69)

Financing activities:

        

Repayments under revolving line of credit

  (59,774)  (55,099)

Borrowings under revolving line of credit

  65,387   52,440 

Payments on term loan

  (833)  - 

Proceeds from term loan, net of issuance cost

  7,964   - 

Shares withheld to pay taxes on stock compensation

  (39)  - 

Dividends paid

  (2,461)  (2,433)

Net cash provided by (used in) financing activities

  10,244   (5,092)

Net increase (decrease) in cash and cash equivalents

  224   (1,059)

Cash and cash equivalents at beginning of period

  829   1,742 

Cash and cash equivalents at end of period

 $1,053  $683 
         

Supplemental cash flow information:

        

Income taxes paid

 $629  $1,628 

Interest paid

  693   650 
         

Noncash activities:

        

Property, plant and equipment purchased but unpaid

  (12)  (9)

Dividends declared but unpaid

  (869)  (833)

 

See notes to unaudited condensed consolidated financial statements.

 

4

 

 

 

CROWN CRAFTS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE- AND NINE-MONTH PERIODS ENDED DECEMBER 29, 2024 AND DECEMBER 31, 2023

 

Note 1 Interim Financial Statements

 

Basis of Presentation: The accompanying unaudited condensed consolidated financial statements include the accounts of Crown Crafts, Inc. (the “Company”) and its subsidiaries and have been prepared pursuant to accounting principles generally accepted in the United States (“GAAP”) applicable to interim financial information as promulgated by the Financial Accounting Standards Board (“FASB”). Accordingly, they do not include all of the information and disclosures required by GAAP for complete financial statements. References herein to GAAP are to topics within the FASB Accounting Standards Codification (the “FASB ASC”), which the FASB periodically revises through the issuance of an Accounting Standards Update (“ASU”) and which has been established by the FASB as the authoritative source for GAAP recognized by the FASB to be applied by nongovernmental entities.

 

In the opinion of the Company’s management, the unaudited condensed consolidated financial statements contained herein include all adjustments necessary to present fairly the financial position of the Company as of December 29, 2024 and the results of its operations and cash flows for the periods presented. Such adjustments include normal, recurring accruals, as well as the elimination of all significant intercompany balances and transactions. Operating results for the three- and nine-month periods ended December 29, 2024 are not necessarily indicative of the results that may be expected by the Company for its fiscal year ending March 30, 2025. For further information, refer to the Company’s consolidated financial statements and notes thereto for the fiscal year ended March 31, 2024, included in the Company’s Annual Report on Form 10-K filed with the United States Securities and Exchange Commission (the “SEC”).

 

Fiscal Year: The Company’s fiscal year ends on the Sunday that is nearest to or on March 31. References herein to “fiscal year 2025” or “2025” represent the 52-week period ending March 30, 2025 and references herein to “fiscal year 2024” or “2024” represent the 52-week period ended March 31, 2024.

 

Recently-Issued Accounting Standards: In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures, the objective of which is to improve the disclosures about a public entity’s reportable segments by providing more detailed information about a reportable segment’s expenses. For disclosures associated with annual and interim periods, the amendments in ASU No. 2023-07 are required to be adopted for fiscal years beginning after December 15, 2023 and December 15, 2024, respectively, and early adoption is permitted. Upon adoption, a public entity must apply the amendments in ASU No. 2023-07 retrospectively to disclosures of all prior periods presented. The Company is evaluating the guidance of ASU No. 2023-07 against its existing disclosures related to segment reporting.

 

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures, the objective of which is to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU No. 2023-09 are required to be adopted for fiscal years beginning after December 15, 2024 and early adoption is permitted. The Company is evaluating the guidance of the ASU No. 2023-09 against its existing disclosures related to income tax disclosures.

 

In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) - Disaggregation of Income Statement Expenses, the objective of which is to enhance the transparency and usefulness of financial statements by requiring public business entities to provide more detailed disclosures about their expenses. The amendments in ASU No. 2024-03 are required to be adopted for annual reporting periods beginning after December 15, 2026, and for interim periods within annual reporting periods beginning after December 15, 2027, and early adoption is permitted. The Company is evaluating the guidance of the ASU No. 2024-03 against its existing disclosures related to income statement expenses.

 

The Company has determined that all other ASUs issued which had become effective as of December 29, 2024, or which will become effective at some future date, are not expected to have a material impact on the Company’s consolidated financial statements.

 

 

Note 2 Advertising Costs

 

Advertising expense is included in marketing and administrative expenses in the accompanying unaudited condensed consolidated statements of income and amounted to $151,000 and $267,000 for the three months ended December 29, 2024 and December 31, 2023, respectively, and amounted to $411,000 and $631,000 for the nine months ended December 29, 2024 and December 31, 2023, respectively.

 

5

  
 

Note 3 Segment and Related Information

 

The Company operates primarily in one principal segment, infant, toddler and juvenile products. These products consist of infant and toddler bedding, diaper bags, bibs, toys and disposable products. Net sales of bedding and diaper bags and net sales of bibs, toys and disposable products for the three- and nine- month periods ended December 29, 2024 and December 31, 2023 are as follows (in thousands):

 

 

  

Three-Month Periods Ended

  

Nine-Month Periods Ended

 
  

December 29, 2024

  

December 31, 2023

  

December 29, 2024

  

December 31, 2023

 

Bedding and diaper bags

 $11,184  $8,996  $29,431  $24,345 

Bibs, toys and disposable products

  12,167   14,805   34,592   40,708 

Total net sales

 $23,351  $23,801  $64,023  $65,053 

  

 

Note 4 Licensing Agreements

 

The Company has entered into licensing agreements that provide for royalty payments based on a percentage of sales with certain minimum guaranteed amounts. These royalty amounts are accrued based upon historical sales rates adjusted for current sales trends by customers. Royalty expense is included in cost of products sold in the accompanying unaudited condensed consolidated statements of income and amounted to $1.7 million and $1.3 million for the three months ended December 29, 2024 and December 31, 2023, respectively, and amounted to $4.5 and $3.8 million for the nine months ended December 29, 2024 and December 31, 2023, respectively.

  

 

Note 5 Income Taxes

 

The Company files income tax returns in the many jurisdictions in which it operates, including the U.S., several U.S. states and the People’s Republic of China. The statute of limitations varies by jurisdiction; tax years open to examination or other adjustment as of December 29, 2024 were the fiscal years ended March 31, 2024, April 2, 2023, April 3, 2022, March 28, 2021, and March 29, 2020.

 

Although management believes that the calculations and positions taken on its filed income tax returns are reasonable and justifiable, the outcome of an examination could result in an adjustment to the position that the Company took on such income tax returns. Such adjustment could also lead to adjustments to one or more other state income tax returns, or to income tax returns for subsequent fiscal years, or both. To the extent that the Company’s reserve for unrecognized tax liabilities is not adequate to support the cumulative effect of such adjustments, the Company could experience a material adverse impact on its future results of operations. Conversely, to the extent that the calculations and positions taken by the Company on the filed income tax returns under examination are sustained, the reversal of all or a portion of the Company’s reserve for unrecognized tax liabilities could result in a favorable impact on its future results of operations.

  

 

Note 6 Inventories

 

As of December 29, 2024 and March 31, 2024, the Company’s balances of inventory were $32.4 million and $29.7 million, respectively, nearly all of which were finished goods.

  

 

Note 7 Acquisition

 

On July 19, 2024 (the “Closing Date”), NoJo Baby & Kids, Inc. (“NoJo”), a wholly-owned subsidiary of the Company acquired substantially all of the assets, and assumed certain specified liabilities, of Baby Boom Consumer Products, Inc. (“Baby Boom”) (the "Acquisition”), for a purchase price of $18.0 million in cash, subject to a dollar-for-dollar adjustment to the extent that the working capital at closing was greater or less than the target working capital of approximately $6.5 million. The Acquisition was funded by the Company using the proceeds of an $8.0 million term loan from The CIT Group/Commercial Services, Inc. (“CIT”) and additional borrowings under the Company’s revolving line of credit with CIT.

 

The Acquisition has been accounted for in accordance with FASB ASC Topic 805, Business Combinations. The Company is currently determining the allocation of the acquisition cost with the assistance of an independent third party. The identifiable assets acquired were recorded at their estimated fair value, which has been preliminarily determined based on available information and the use of multiple valuation approaches. The estimated useful lives of the identifiable intangible assets acquired were determined based upon the remaining time that these assets are expected to directly or indirectly contribute to the future cash flow of the Company. Certain data necessary to complete the acquisition cost allocation is not yet available, including the final appraisals and valuations of the assets acquired and liabilities assumed.

 

6

 

The acquisition cost paid on the Closing Date amounted to $16.4 million, which included an estimate for the net working capital adjustment. The following table represents the Company’s preliminary allocation of the acquisition cost (in thousands) to the identifiable assets acquired and the liabilities assumed based on their respective estimated fair values as of the Closing Date. The excess of the acquisition cost over the estimated fair value of the identifiable net assets acquired is reflected as goodwill.

 

Tangible assets:

    

Accounts receivable

  3,764 

Inventories

  1,989 

Prepaid expenses and other current assets

  354 

Total tangible assets

  6,107 

Amortizable intangible assets:

    

Tradename

  420 

Licensing relationships

  5,100 

Total amortizable intangible assets

  5,520 

Goodwill

  5,329 

Total acquired assets

  16,956 
     

Liabilities assumed:

    

Accounts payable

  601 

Total liabilities assumed

  601 

Net acquisition cost

 $16,355 

 

The Company expects to complete the acquisition cost allocation during the 12-month period following the Closing Date, during which time the values of the assets acquired and liabilities assumed, including the goodwill, may need to be revised as appropriate.

 

Based upon the preliminary allocation of the acquisition cost, the Company recognized $5.3 million of goodwill as of the Closing Date, the entirety of which was assigned to the reporting unit of the Company that produces and markets infant and toddler bedding and diaper bags, and the entirety of which is expected to be deductible for income tax purposes. The goodwill recognized primarily consists of synergies expected from combining operations of Baby Boom and the Company and intangible assets acquired that do not qualify for separate recognition. During the three-month period ended December 29, 2024, the Company increased the amount of goodwill recognized by $10,000 for the resolution of pre-acquisition accounts payable.

 

The assets acquired in the Acquisition generated net sales of $3.8 million of bedding and diaper bag products for the three-month period ended December 29, 2024, and net sales of $7.2 million of bedding and diaper bag products for the period from the Closing Date to December 29, 2024. Amortization expense associated with the acquired amortizable intangible assets was $99,000 and $164,000 during the three and nine months ended December 29, 2024, respectively, which is included in marketing and administrative expenses in the accompanying unaudited condensed consolidated statements of income. Amortization is computed using the straight-line method over the estimated useful lives of the assets, which are 15 years for the tradename, 14 years for the customer and licensing relationships and 14 years on a weighted-average basis for the grouping taken together.

 

The Company has determined, on a pro forma basis, that the combined net sales and the combined net income of the Company and Baby Boom, giving effect to the Acquisition as if it had been completed on April 3, 2023, would have been $69.1 million and $2.0 million, respectively, for the nine-month period ended December 29, 2024. The combined net sales and the combined net income would have been $29.3 million and $1.7 million, respectively, for the three-month period ended December 31, 2023, and would have been $81.7 million and $3.9 million, respectively, for the nine-month period ended December 31, 2023. The combined net income includes adjustments related to the amortization of the amortizable intangible assets acquired and estimates of the interest expense and income tax expense or benefit that would have been incurred, but otherwise do not reflect the costs of any integration activities or benefits that may result from the realization of future cost savings from operating efficiencies, or any revenue, tax or other synergies that may result from the Acquisition.

 

7

  
 

Note 8 Financing Arrangements

 

Factoring Agreements:    To reduce its exposure to credit losses, the Company assigns the majority of its trade accounts receivable to CIT, a subsidiary of First Citizens Bank, pursuant to factoring agreements, which have expiration dates that are coterminous with that of the financing agreement described below. Under the terms of the factoring agreements, CIT remits customer payments to the Company as such payments are received by CIT. As such, the Company does not take advances on the factoring agreements. CIT bears credit losses with respect to assigned accounts receivable from approved shipments, while the Company bears the responsibility for adjustments from customers related to returns, allowances, claims and discounts. CIT may at any time terminate or limit its approval of shipments to a particular customer. If such a termination or limitation occurs, then the Company either assumes (and may seek to mitigate) the credit risk for shipments to the customer after the date of such termination or limitation or discontinues shipments to the customer. Factoring fees, which are included in marketing and administrative expenses in the accompanying unaudited condensed consolidated statements of income, amounted to $115,000 and $106,000 for the three-month periods ended December 29, 2024 and December 31, 2023, respectively, and amounted to $283,000 and $265,000 for the nine-month periods ended December 29, 2024 and December 31, 2023, respectively.

 

Credit Facility:    The Company’s credit facility includes a revolving line of credit and a term loan of $8.0 million under a financing agreement with CIT. The Company may borrow up to $40 million under the revolving line of credit, which includes a $1.5 million sub-limit for letters of credit, bearing interest at prime minus 0.5% or the Secured Overnight Financing Rate (“SOFR”) plus 1.6%, and is secured by a first lien on all assets of the Company. At December 29, 2024, the Company had elected to pay interest on balances owed under the revolving line of credit under the SOFR option, which was 6.1%. The financing agreement also provides for the payment by CIT to the Company of interest at prime as of the beginning of the calendar month minus 2.0% on daily negative balances, if any, held at CIT.

 

At December 29, 2024 and March 31, 2024, the balances on the revolving line of credit were $13.7 million and $8.1 million, respectively, there was no letter of credit outstanding and $15.3 million and $19.2 million, respectively, was available under the revolving line of credit based on the Company’s eligible accounts receivable and inventory balances. The financing agreement contains usual and customary covenants for agreements of that type, including limitations on other indebtedness, liens, transfers of assets, investments and acquisitions, merger or consolidation transactions, transactions with affiliates, and changes in or amendments to the organizational documents for the Company and its subsidiaries.

 

The Company’s credit facility as of December 29, 2024 includes an $8.0 million term loan, issued July 19, 2024, which is payable by the Company in 48 equal monthly installments and bears interest at SOFR plus 2.25% (6.7% at December 29, 2024). The balances on the term loan as of December 29, 2024 was $7.2 million, including $2.0 million classified as current.

 

On January 2, 2025, the Company and its subsidiaries entered into a letter agreement with CIT with respect to the financing agreement, pursuant to which CIT waived the Company's non-compliance with the fixed charge coverage ratio required under the financing agreement with respect to the Company's fiscal quarters ended September 29, 2024 and December 29, 2024. In addition, the letter agreement modified the financing agreement by changing the Excess Availability (as defined in the Financing Agreement) required to be maintained by the Company with respect to its revolving credit line under the financing agreement to $7,000,000 (from 50% of the outstanding balance of the Company's term loan under the financing agreement). Upon notice to the Company, CIT may reverse such modification.

 

Credit Concentration:    The Company’s accounts receivable at December 29, 2024 amounted to $25.5 million, net of allowances of $1.3 million. Of this amount, $21.7 million was due from CIT under the factoring agreements, which represents the maximum loss that the Company could incur if CIT failed completely to perform its obligations under the factoring agreements. The Company’s accounts receivable at March 31, 2024 amounted to $22.4 million, net of allowances of $1.5 million. Of this amount, $18.6 million was due from CIT under the factoring agreements, which represented the maximum loss that the Company could have incurred if CIT had failed completely to perform its obligations under the factoring agreements.

 

8

  
 

Note 9 Goodwill

 

Goodwill represents the excess of the purchase price over the fair value of net identifiable assets acquired in business combinations. For the purpose of presenting and measuring for the impairment of goodwill, the Company has two reporting units: one that produces and markets infant and toddler bedding and diaper bags and another that produces and markets infant and toddler bibs, toys and disposable products. The Company measures for impairment the goodwill within its reporting units annually as of the first day of the Company’s fiscal year. An additional interim measurement for impairment is performed during the year whenever an event or change in circumstances occurs that suggests that the fair value of either of the reporting units of the Company has more likely than not (defined as having a likelihood of greater than 50%) fallen below its carrying value. The annual or interim measurement for impairment is performed by first assessing qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If such qualitative factors so indicate, then the measurement for impairment is continued by calculating an estimate of the fair value of each reporting unit and comparing the estimated fair value to the carrying value of the reporting unit. If the carrying value exceeds the estimated fair value of the reporting unit, then an impairment charge is calculated as the difference between the carrying value of the reporting unit and its estimated fair value, not to exceed the goodwill of the reporting unit.

 

On April 1, 2024, the Company performed a qualitative assessment to determine if it is more likely than not that the fair values of the Company’s reporting units are less than their carrying values by evaluating relevant events and circumstances, including financial performance, market conditions and share price. Based on this assessment, the Company concluded that the goodwill for each of the Company’s reporting units was not considered at risk of impairment.

  

 

Note 10 Concentrations

 

Product Sourcing: Foreign and domestic contract manufacturers produce most of the Company’s products, with the largest concentration being in China. The Company makes sourcing decisions on the basis of quality, timeliness of delivery and price, including the impact of ocean freight and duties. Although the Company maintains relationships with a limited number of suppliers, the Company believes that its products may be readily manufactured by several alternative sources in quantities sufficient to meet the Company’s requirements. The Company’s management and quality assurance personnel visit the third-party facilities regularly to monitor and audit product quality and to ensure compliance with labor requirements and social and environmental standards. In addition, the Company closely monitors the currency exchange rate. The impact of future fluctuations in the exchange rate or changes in safeguards cannot be predicted with certainty.

 

The Company maintains foreign representative offices located in Shanghai and Shenzhen, China, which are responsible for the coordination of production, purchases and shipments, seeking out new vendors and overseeing inspections for social compliance and quality. No supplier represented at least 10% of the Company’s total suppliers.

 

Licensed Products: Certain products are manufactured and sold pursuant to licensing agreements for trademarks. Also, many of the designs used by the Company are copyrighted by other parties, including trademark licensors, and are available to the Company through copyright license agreements. The licensing agreements are generally for an initial term of one to three years and may or may not be subject to renewal or extension. Sales of licensed products represented 40% of the Company’s gross sales in fiscal year 2024, which included 24% of sales under the Company’s license agreements with affiliated companies of The Walt Disney Company, which expire as set forth below:

 

License Agreement

Expiration

Infant Bedding

March 31, 2025

Infant Feeding and Bath

December 31, 2025

Toddler Bedding

March 31, 2025

Marvel

March 31, 2025

STAR WARS Toddler Bedding

March 31, 2025

STAR WARS - Lego Plush

December 31, 2025

 

The Company is currently negotiating with Disney with respect to the licenses set to terminate on March 31, 2025, and anticipates that they will be extended.

 

Customers:    The Company’s customers consist principally of mass merchants, large chain stores, mid-tier retailers, juvenile specialty stores, value channel stores, grocery and drug stores, restaurants, internet accounts and wholesale clubs. The Company does not enter into long-term or other purchase agreements with its customers. The table below sets forth those customers that represented at least 10% of the Company’s gross sales for the nine months ended  December 29, 2024.

 

  

2025

 

Walmart Inc.

  44%

Amazon.com, Inc.

  18%

 

9

  
 

Note 11 Subsequent Events

 

On February 10, 2025, the Company and CIT amended the Company's financing agreement with CIT to: (i) waive, with respect to the fiscal year ending March 30, 2025, and through the fiscal year ending March 29, 2026, the Company's obligation to comply with the fixed charge coverage ratio; and (ii) increase the Excess Availability (as defined in the financing agreement) required to be maintained by the Company with respect to its revolving line of credit under the financing agreement from $7,000,000 to $7,500,000, until further notice to the Company by CIT. After such notice, the Excess Availability shall be 50% of the outstanding balance of the Company's term loan under the financing agreement.

 

The Company has evaluated all other events which have occurred between December 29, 2024, and the date that the accompanying unaudited condensed consolidated financial statements were issued, and has determined that there are no other material subsequent events that require disclosure.

 

 

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

 

FORWARD-LOOKING INFORMATION

 

Certain of the statements made in this Quarterly Report on Form 10-Q (this “Quarterly Report”) within this Item 2. and elsewhere, including information incorporated herein by reference to other documents, are “forward-looking statements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Private Securities Litigation Reform Act of 1995. Such statements are based upon management’s current expectations, projections, estimates and assumptions. Words such as “expects,” “believes,” “anticipates,” “estimates,” “predicts,” “forecasts,” “plans,” “projects,” “targets,” “should,” “potential,” “continue,” “aims,” “intends,” “may,” “will,” “could,” “would” and variations of such words and similar expressions may 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 suggested by the forward-looking statements. These risks include, among others, general economic conditions, including changes in interest rates, in the overall level of consumer spending and in the price of oil, cotton and other raw materials used in the Company’s products, changing competition, changes in the retail environment, the Company’s ability to successfully integrate newly acquired businesses, 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, customer acceptance of both new designs and newly-introduced product lines, actions of competitors that may impact the Company’s business, disruptions to transportation systems or shipping lanes used by the Company or its suppliers, and the Company’s dependence upon licenses from third parties. Reference is also made to the Company’s periodic filings with the SEC for additional factors that may impact the Company’s results of operations and financial condition. The Company does not undertake to update the forward-looking statements contained herein to conform to actual results or changes in the Company’s expectations, whether as a result of new information, future events or otherwise.

 

DESCRIPTION OF BUSINESS

 

The Company was originally formed as a Georgia corporation in 1957 and was reincorporated as a Delaware corporation in 2003. The Company operates indirectly through its three wholly-owned subsidiaries, NoJo Baby & Kids, Inc., Sassy Baby, Inc. and Manhattan Toy Europe Limited in the infant, toddler and juvenile products segment within the consumer products industry. The infant, toddler and juvenile products segment consists of infant and toddler bedding, diaper bags, bibs, disposables, toys and feeding products.

 

The Company’s products are marketed under Company-owned trademarks, under trademarks licensed from others and as private label goods. Sales of the Company’s products are made directly to retailers, such as mass merchants, large chain stores, juvenile specialty stores, value channel stores, grocery and drug stores, restaurants, wholesale clubs and internet-based retailers.

 

The infant, toddler and juvenile consumer products industry is highly competitive. The Company competes with a variety of distributors and manufacturers (both branded and private label), including large infant, toddler and juvenile product companies and specialty infant, toddler and juvenile product manufacturers, on the basis of quality, design, price, brand name recognition, service and packaging. The Company’s ability to compete depends principally on styling, price, service to the retailer and continued high regard for the Company’s products and trade names.

 

Foreign and domestic contract manufacturers produce most of the Company’s products, with the largest concentration being in China. The Company makes sourcing decisions based on quality, timeliness of delivery and price, including the impact of ocean freight and duties. Although the Company maintains relationships with a limited number of suppliers, the Company believes that its products may be readily manufactured by several alternative sources in quantities sufficient to meet the Company's requirements.

 

The Company’s products are warehoused and distributed domestically from leased facilities located in Compton, California and Eden Valley, Minnesota and internationally from third-party logistics warehouses in Belgium and England.

 

10

 

A summary of certain factors that management considers important in reviewing the Company’s results of operations, financial position, liquidity and capital resources is set forth below, which should be read in conjunction with the accompanying condensed consolidated financial statements and related notes included in the preceding sections of this Quarterly Report.

 

KNOWN TRENDS AND UNCERTAINTIES

 

The Company sources its products primarily from foreign contract manufacturers, with the largest concentration being in China. On February 1, 2025, President Trump issued executive orders directing the United States to impose new tariffs on imports from several nations, including China, effective February 4, 2025. The new tariffs likely will increase the cost of products the Company sources from China and affect future shipments from the Company's Chinese-based suppliers. The Company is currently evaluating the potential impact of the imposition of the new tariffs on imports from China to the Company's business and financial condition. The actual impact of the new tariffs is uncertain because it is subject to a number of factors, including duration of such tariffs, changes in the amount, scope and nature of the tariffs in the future, any countermeasures that China may take and any mitigating actions that may become available.

 

RESULTS OF OPERATIONS

 

The following table contains the results of operations for the three- and nine-month periods ended December 29, 2024 and December 31, 2023 and the dollar and percentage changes for those periods (in thousands, except percentages):

 

 

   

Three-Month Periods Ended

   

Change

   

Nine-Month Periods Ended

   

Change

 
   

December 29, 2024

   

December 31, 2023

   

$

   

%

   

December 29, 2024

   

December 31, 2023

   

$

   

%

 

Net sales by category:

                                                               

Bedding and diaper bags

  $ 11,184     $ 8,996     $ 2,188       24.3 %   $ 29,431     $ 24,345     $ 5,086       20.9 %

Bibs, toys and disposable products

    12,167       14,805       (2,638 )     -17.8 %     34,592       40,708       (6,116 )     -15.0 %

Total net sales

    23,351       23,801       (450 )     -1.9 %     64,023       65,053       (1,030 )     -1.6 %

Cost of products sold

    17,253       17,367       (114 )     -0.7 %     47,002       47,281       (279 )     -0.6 %

Gross profit

    6,098       6,434       (336 )     -5.2 %     17,021       17,772       (751 )     -4.2 %

% of net sales

    26.1 %     27.0 %                     26.6 %     27.3 %                

Marketing and administrative expenses

    4,397       4,107       290       7.1 %     14,108       12,189       1,919       15.7 %

% of net sales

    18.8 %     17.3 %                     22.0 %     18.7 %                

Interest (expense) income - net

    (391 )     (208 )     (183 )     88.0 %     (840 )     (560 )     (280 )     50.0 %

Other (expense) income - net

    (35 )     75       (110 )     -146.7 %     (57 )     49       (106 )     -216.3 %

Income tax expense

    382       492       (110 )     -22.4 %     585       1,182       (597 )     -50.5 %

Net income

    893       1,702       (809 )     -47.5 %     1,431       3,890       (2,459 )     -63.2 %

% of net sales

    3.8 %     7.2 %                     2.2 %     6.0 %                

 

Net Sales: Sales decreased to $23.3 million for the three months ended December 29, 2024, compared with $23.8 million for the three months ended December 31, 2023, a decrease of $450,000, or 1.9%. Sales of bedding and diaper bags increased by $2.2 million, and sales of bibs, toys and disposable products decreased by $2.6 million. Sales increased due to the impact of the Acquisition, which added $3.8 million in net sales of bedding and diaper bags during the three months ended December 29, 2024. This increase was primarily offset by a decrease in online toy sales as well as the loss of a program at a major retailer.

 

Sales decreased to $64.0 million for the nine months ended December 29, 2024, compared with $65.1 million for the nine months ended December 31, 2023, a decrease of $1.0 million, or 1.6%. Sales of bedding and diaper bags increased by $5.1 million due to the impact of the Acquisition, which added $7.2 million net sales for the nine months ended December 29, 2024, and sales of bibs, toys and disposable products decreased by $6.1 million, primarily due to a major retailer reducing inventory levels and the loss of a program at another major retailer.

 

Gross Profit: Gross profit decreased in amount by $336,000 and decreased from 27.0% of net sales for the three-month period ended December 31, 2023 to 26.1% of net sales for the three-month period ended December 29, 2024. This decrease is considered to be materially consistent with the prior period and resulted from minor changes in product mix and increases in rent at our Compton facility.

 

Gross profit decreased in amount by $751,000 and decreased from 27.3% of net sales for the nine-month period ended December 31, 2023 to 26.6% of net sales for the nine-month period ended December 29, 2024. The decrease in the gross profit percentage is considered to be materially consistent with the prior period and primarily relates to an increase in rent at our Compton facility.

 

Marketing and Administrative Expenses: Marketing and administrative expenses increased by $290,000 and increased from 17.3% of net sales for the three-month period ended December 31, 2023 to 18.8% of net sales for the three-month period ended December 29, 2024. The current year period includes $186,000 in acquisition costs as well as increased marketing and administrative costs associated with the Acquisition.

 

Marketing and administrative expenses increased by $1.9 million and increased from 18.7% of net sales for the nine-month period ended December 31, 2023 to 22.0% of net sales for the nine-month period ended December 29, 2024. The current year period includes $244,000 associated with the closure of the Company’s subsidiary in the United Kingdom and $1.1 million in costs associated with the Acquisition.

 

11

 

Income Tax Expense: The Company’s provision for income taxes is based upon an estimated annual effective tax rate (“ETR”) from continuing operations of 22.4% for the nine-month period ended December 29, 2024, as compared with an estimated annual ETR from continuing operations of 21.4% for the nine-month period ended December 31, 2023.

 

As a result of the consideration of relevant information regarding its income tax provision, the Company recorded discrete reserves for unrecognized tax liabilities of $46,000 and $9,000 during the three-month period ended December 29, 2024 and December 31, 2023, respectively, and $49,000 and $34,000 during the nine-month period ended December 29, 2024, and December 31, 2023, respectively, in the unaudited condensed consolidated statements of income.

 

The Company recorded discrete income tax charges of $34,000 and $43,000 during the nine-month periods ended December 29, 2024 and December 31, 2023, respectively, to reflect the effects of the tax shortfalls and excess tax benefits arising from the forfeiture and expiration of stock options and the vesting of non-vested stock. The Company recorded discrete income tax charges of $50,000 and $19,000 during the nine-month periods ended December 29, 2024 and December 31, 2023, respectively, to reflect adjustments to prior year tax provisions.

 

The ETR on continuing operations and the discrete income tax charges and benefits set forth above resulted in an overall provision for income taxes of 29.0% and 23.3% for the nine-month periods ended December 29, 2024 and December 31, 2023, respectively.

 

Although the Company does not anticipate a material change to the ETR from continuing operations for the remainder of fiscal year 2025, several factors could impact the ETR, including variations from the Company’s estimates of the amount and source of its pre-tax income, and the actual ETR for the year could differ materially from the Company’s estimates.

 

FINANCIAL POSITION, LIQUIDITY AND CAPITAL RESOURCES

 

Net cash provided by operating activities increased from $4.1 million for the nine-month period ended December 31, 2023 to $7.0 million for the nine-month period ended December 29, 2024. The increase in the current year was partially the result of an increase in accounts payable in the current year that was $3.7 million higher than the decrease in the prior year and an increase in accrued liabilities in the current year that was $800,000 higher than the increase in the prior year. This increase was partially offset by a decrease in net income of $2.5 million from the prior year to the current year.

 

Net cash used in investing activities increased from $69,000 in the prior year to $17.0 million in the current year. The increase in the current year is primarily due to the $16.4 payment made in the current year to complete the Acquisition.

 

Net cash used in financing activities was $5.1 million for the nine-month period ended December 31, 2023 compared with $10.2 million in cash provided by financing activities for the nine-month period ended December 29, 2024. The Company incurred net borrowings under its revolving line of credit of $8.3 million and a term loan of $8.0 million that did not occur in the prior period, such borrowings primarily being required to fund the Acquisition.

 

As of December 29, 2024, the balance on the revolving line of credit was $13.7 million, there was no letter of credit outstanding and $15.3 million was available under the revolving line of credit based on the Company’s eligible accounts receivable and inventory balances.

 

To reduce its exposure to credit losses and to enhance the predictability of its cash flow, the Company assigns the majority of its trade accounts receivable to CIT under factoring agreements. Under the terms of the factoring agreements, CIT remits customer payments to the Company as such payments are received by CIT. As such, the Company does not take advances on the factoring agreements.

 

CIT bears credit losses with respect to assigned accounts receivable from approved shipments, while the Company bears the responsibility for adjustments from customers related to returns, allowances, claims and discounts. CIT may at any time terminate or limit its approval of shipments to a particular customer. If such a termination or limitation occurs, then the Company either assumes (and may seek to mitigate) the credit risk for shipments to the customer after the date of such termination or limitation or discontinues shipments to the customer. Factoring fees, which are included in marketing and administrative expenses in the accompanying unaudited condensed consolidated statements of income, amounted to $115,000 and $106,000 for the three-month periods ended December 29, 2024 and December 31, 2023, respectively, and amounted to $283,000 and $265,000 for the nine-month periods ended December 29, 2024 and December 31, 2023, respectively.

 

On January 2, 2025, the Company and its subsidiaries entered into a letter agreement with CIT with respect to the financing agreement, pursuant to which CIT waived the Company's non-compliance with the fixed charge coverage ratio required under the financing agreement with respect to the Company's fiscal quarters ended September 29, 2024 and December 29, 2024. In addition, the letter agreement modified the financing agreement by changing the Excess Availability (as defined in the Financing Agreement) required to be maintained by the Company with respect to its revolving credit line under the financing agreement to $7,000,000 (from 50% of the outstanding balance of the Company's term loan under the financing agreement). Upon notice to the Company, CIT may reverse such modification.

 

On February 10, 2025, the Company and CIT amended the Company's financing agreement with CIT to: (i) waive, with respect to the fiscal year ending March 30, 2025, and through the fiscal year ending March 29, 2026, the Company's obligation to comply with the fixed charge coverage ratio; and (ii) increase the Excess Availability (as defined in the financing agreement) required to be maintained by the Company with respect to its revolving line of credit under the financing agreement from $7,000,000 to $7,500,000, until further notice to the Company by CIT. After such notice, the Excess Availability shall be 50% of the outstanding balance of the Company's term loan under the financing agreement.

 

12

 

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 its cash flow from operations and funds available under the revolving line of credit will be adequate to meet its liquidity needs.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

For a discussion of market risks that could affect the Company, refer to the risk factors disclosed in Item 1A. of Part 1 of the Company’s Annual Report on Form 10-K for the year ended March 31, 2024.

 

INTEREST RATE RISK

 

As of December 29, 2024, the Company had $20.9 million of indebtedness that bears interest at a variable rate, comprised of borrowings under the revolving line of credit and a term loan. Based upon this level of outstanding debt, the Company’s annual net income would decrease by approximately $162,000 for each increase of one percentage point in the interest rate applicable to the debt.

 

COMMODITY RATE RISK

 

The Company sources its products primarily from foreign contract manufacturers, with the largest concentration being in China. The Company’s exposure to commodity price risk primarily relates to changes in the prices in China of cotton, oil and labor, which are the principal inputs used in a substantial number of the Company’s products. In addition, although the Company pays its Chinese suppliers in U.S. dollars, a strengthening of the rate of the Chinese currency versus the U.S. dollar could result in an increase in the cost of the Company’s finished goods. There is no assurance that the Company could timely respond to such increases by proportionately increasing the prices at which its products are sold to the Company’s customers.

 

MARKET CONCENTRATION RISK

 

The Company’s financial results are closely tied to sales to its top two customers, which represented approximately 61% of the Company’s gross sales in fiscal year 2024. In addition, 40% of the Company’s gross sales in fiscal year 2024 consisted of licensed products, which included 24% of sales associated with the Company’s license agreements with affiliated companies of the Walt Disney Company.  The Company’s results could be materially impacted by the loss of one or more of these licenses. Since the filing of the Company’s Annual Report on Form 10-K for the year ended March 31, 2024, the Company acquired Baby Boom, which designs and sells licensed and unlicensed bedding and diaper bag products.

 

ITEM 4. CONTROLS AND PROCEDURES

 

The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report, as required by paragraph (b) of Rules 13a-15 or 15d-15 of the Exchange Act.  Based on such evaluation, such officers have concluded that, as of the end of the period covered by this Quarterly Report, the Company’s disclosure controls and procedures are effective.

 

During the three-month period ended December 29, 2024, there were no changes in the Company’s internal control over financial reporting (“ICFR”) identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 or 15d-15 of the Exchange Act that has materially affected, or is reasonably likely to materially affect, the Company’s ICFR.

 

13

 

PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

The Company is, from time to time, involved in various legal and regulatory 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 proceeding the outcome of which, individually or in the aggregate, is expected to have a material adverse effect on the Company’s financial condition, results of operations or cash flow.

 

ITEM 1A. RISK FACTORS

 

There have been no material changes to the risk factors disclosed in Item 1A of Part 1 of the Company’s Annual Report on Form 10-K for the year ended March 31, 2024, except as set forth below.

 

The imposition of tariffs on imports from China could adversely affect the cost and sourcing of the Company's products, among other things.

 

The Company sources its products primarily from foreign contract manufacturers, with the largest concentration being in China. On February 1, 2025, President Trump issued executive orders directing the United States to impose new tariffs on imports from several nations, including China, effective February 4, 2025. The new tariffs likely will increase the cost of the products the Company sources from China and affect future shipments from the Company’s Chinese-based suppliers. The Company may not be able to pass along increases in tariffs and freight charges to its customers, and any alterations the Company may make to its business strategy or operations to adapt to the foregoing, including sourcing products from suppliers in other countries, would be time consuming and expensive.

 

The Company is currently evaluating the potential impact of the imposition of the new tariffs on imports from China to the Company’s business and financial condition. The actual impact of the new tariffs is uncertain because it is subject to a number of factors, including the duration of such tariffs, changes in the amount, scope and nature of the tariffs in the future, any countermeasures that China may take and any mitigating actions that may become available. The actual impact of the new tariffs may have a material adverse effect on the Company’s business, cash flow, results of operations and financial condition.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

 

ITEM 5. OTHER INFORMATION

 

On February 10, 2025, the Company and its subsidiaries entered into a letter agreement with CIT to amend the Company's financing agreement with CIT to: (i) waive, with respect to the fiscal year ending March 30, 2025, and through the fiscal year ending March 29, 2026, the Company's obligation to comply with the fixed charge coverage ratio; and (ii) increase the Excess Availability (as defined in the financing agreement) required to be maintained by the Company with respect to its revolving line of credit under the financing agreement from $7,000,000 to $7,500,000, until further notice to the Company by CIT. After such notice, the Excess Availability shall be 50% of the outstanding balance of the Company's term loan under the financing agreement.

 

During the three-month period ended December 29, 2024, none of the Company’s directors or officers informed the Company of the adoption, modification or termination of a “Rule 10-b5-1 trading arrangement” or “non-Rule 10-b5-1 trading arrangement,” as those terms are defined in Item 408(a) of Regulation S-K.

 

14

 
 

 

ITEM 6. EXHIBITS

 

Exhibits required to be filed by Item 601 of Regulation S-K are included as Exhibits to this Quarterly Report are listed below.

 

The agreements included as Exhibits to this Quarterly Report are included to provide information regarding the terms of these agreements and are not intended to provide any other factual or disclosure information about the Company or its subsidiaries, our business or the other parties to these agreements. These agreements may contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:

 

• should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

 

• may have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

 

• may apply standards of materiality in a way that is different from what may be viewed as material to our investors; and

 

• were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

 

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time, and should not be relied upon by investors.

 

 

Exhibit

Number

 

Description of Exhibit

     
     

2.1

 

Asset Purchase Agreement, dated as of July 19, 2024, between Crown Crafts, Inc., NoJo Baby & Kids, Inc., Baby Boom Consumer Products, Inc., and Elliot Betesh, Michael Betesh and Steven Betesh. (4) *

     

3.1

 

Amended and Restated Certificate of Incorporation of the Company. (1)

     

3.2

 

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company. (2)

     

3.3

 

Amended and Restated Bylaws of the Company, effective as of November 14, 2023. (3)

     

10.1

 

Seventeenth Amendment to Financing Agreement, dated July 19, 2024, by and among Crown Crafts, Inc., Sassy Baby, Inc., NoJo Baby & Kids, Inc., Manhattan Toy Europe Limited and The CIT Group/Commercial Services, Inc. (5)

     

10.2

 

Promissory Note, dated July 18, 2024, made by Crown Crafts, Inc., Sassy Baby Inc., NoJo Baby & Kids, Inc. and Manhattan Toy Europe, Limited, in favor of The CIT Group/Commercial Services, Inc. (6)

     

10.3

 

Letter Agreement, dated December 27, 2024, among Crown Crafts, Inc., Sassy Baby, Inc., NoJo Baby & Kids, Inc. and The CIT Group/Commercial Services, Inc. (7)

     

10.4

  Eighteenth Amendment to Financing Agreement, dated February 10, 2025, by and among Crown Crafts, Inc., Sassy Baby, Inc., NoJo Baby & Kids, Inc. and The CIT Group/Commercial Services, Inc. (7)
     

31.1

 

Rule 13a-14(a)/15d-14(a) Certification by the Company’s Chief Executive Officer. (7)

     

31.2

 

Rule 13a-14(a)/15d-14(a) Certification by the Company’s Chief Financial Officer. (7)

     

32.1

 

Section 1350 Certification by the Company’s Chief Executive Officer. (7)

     

32.2

 

Section 1350 Certification by the Company’s Chief Financial Officer. (7)

 

15

 

     

101

 

Interactive data files pursuant to Rule 405 of SEC Regulation S-T in connection with the Company’s Form 10-Q for the quarterly period ended December 29, 2024, formatted in iXBRL (Inline eXtensible Business Reporting Language):

(i)         Unaudited Condensed Consolidated Balance Sheets;

(ii)        Unaudited Condensed Consolidated Statements of Income;

(iii)       Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity;

(iv)       Unaudited Condensed Consolidated Statements of Cash Flows; and

(v)        Notes to Unaudited Condensed Consolidated Financial Statements.

     

104

 

Cover page Interactive Data File pursuant to Rule 406 of SEC Regulation S-T formatted in iXBRL (Inline eXtensible Business Reporting Language) and contained in Exhibit 101.

 

 

*

Certain schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally to the SEC a copy of any omitted schedules upon request; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

 

 

(1)

Incorporated herein by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 28, 2003.

 

(2)

Incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K dated August 9, 2011.

 

(3)

Incorporated herein by reference to Exhibit 3.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended October 1, 2023.

 

(4)

Incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed July 22, 2024.

 

(5)

Incorporated herein by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed July 22, 2024.

 

(6)

Incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024.

 

(7)

Filed herewith.

 

 

SIGNATURE

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

CROWN CRAFTS, INC.

 

 

 

 

 

 

 

Date: February 12, 2025

/s/ Craig J. Demarest

 

 

CRAIG J. DEMAREST

 

 

Vice President and Chief Financial Officer

 

  (Principal Financial Officer and Principal Accounting Officer)  

 

16

Exhibit 10.3

 

cit.jpg
 

December 27, 2024

 

 

Crown Crafts, Inc.

Sassy Baby, Inc.

916 South Burnside Avenue

Gonzales, Louisiana 70737

 

Nojo Baby & Kids, Inc.

711 West Walnut Street

Compton, California 90220

 

Re: Financial Reporting – Fixed Charge Coverage

 

Ladies and Gentlemen:

 

We refer you to the Financing Agreement dated July 11, 2006 (as supplemented, amended and/or restated from time to time, the “Financing Agreement”). Capitalized terms used and not otherwise defined herein shall have the same meanings given them in the Financing Agreement.

 

The Financing Agreement requires you to meet a Fixed Charge Coverage Ratio at the end of each fiscal quarter all as provided in Section 7.3 of the Financing Agreement (the “Fixed Charge Covenant”). Based upon information provided to us, you have not met the Fixed Charge Covenant for the fiscal quarter ended September 29, 2024 (the “September FCC Failure”). Further, you have advised us that you do not anticipate meeting the Fixed Charge Covenant for the fiscal quarter ending December 29, 2024 (the “December FCC Failure”).

 

This letter confirms that we hereby waive the September FCC Failure and that upon the occurrence of the December FCC Failure, such breach will be deemed to be waived by us. Furthermore, until we advise you otherwise, you agree that this letter agreement shall modify the Financing Agreement by inserting the number “$7,000,000.00” in lieu of the text “50% of the outstanding balance of the Term Loan” in Section 7.3(b) thereof. Upon our written or electronic notice to you, such modification shall revert to the text in effect on the date hereof without further change to the Financing Agreement.

 

This letter may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original and, all of which, when taken together, shall constitute but one and the same agreement. Delivery of an executed counterpart of this letter by electronic transmission in “PDF” or other imaging format shall be equally as effective as delivery of an original executed counterpart of the letter. This letter may be executed and authenticated by each party by electronic or digital means, and each of us expressly consents to the use of an electronic version of this letter to embody the entire agreement and understanding between us.  An authorized, electronically-affixed or digitally-affixed signature, when received shall be binding for all purposes as if an original signature.

 

 

 

 

CIT Commercial Services

201 S. Tryon St.

Charlotte, NC 20208


 

Except to the extent set forth herein, no other waiver of, or change in any of the terms, provisions or conditions of the Financing Agreement is intended or implied. If you are in agreement with the foregoing, please so indicate by signing and returning to us this letter.

 

 

Very truly yours,

   
  THE CIT GROUP/COMMERCIAL SERVICES, INC.

 

 

 

 

By:

/s/ Vernon R. Wells

  Name: Vernon R. Wells
  Title: Director

 

 

Read and Agreed to:

 

   
CROWN CRAFTS, INC.  

 

 

 

By:

/s/ Craig J. Demarest

January 2, 2025

 

Name: Craig J. Demarest

 

Title: CFO

 

 

 

SASSY BABY, INC.

 

 

 

 

By:

/s/ Craig J. Demarest

January 2, 2025

 

Name: Craig J. Demarest    
Title: CFO    

 

 

NOJO BABY & KIDS, INC.

 

 

 

 

By:

/s/ Craig J. Demarest

January 2, 2025

 

Name: Craig J. Demarest     
Title: CFO    

 

 

Exhibit 10.4

 

 

February 10, 2025

 

Crown Crafts, Inc.

Sassy Baby, Inc.

916 South Burnside Avenue

Gonzales, Louisiana 70737

 

Nojo Baby & Kids, Inc.

711 West Walnut Street

Compton, California 90220

 

Re: Financing Agreement 18th Amendment– Fixed Charge Coverage and Availability

 

Ladies and Gentlemen:

 

We refer you to the Financing Agreement dated July 11, 2006 (as supplemented, amended and/or restated from time to time, the “Financing Agreement”). Capitalized terms used and not otherwise defined herein shall have the same meanings given them in the Financing Agreement.

 

A.

Section 7.3 (a) of the Financing Agreement is hereby deleted and the following is inserted in lieu thereof:

 

(a)    Fixed Charge Coverage. Until termination of this Financing Agreement and the full and final payment and satisfaction of all Obligations, the Companies agree to maintain a Fixed Charge Coverage Ratio, calculated in accordance with GAAP, on a consolidating basis for the trailing twelve fiscal month period and tested at the end of each fiscal quarter, of not less than (i) 1.15:1.0 at the end of each of each fiscal quarter until the Term Loan is paid in full; and (ii) thereafter, 1.0:1.0 tested as of the most recent fiscal quarter end, but only if at any month-end Excess Availability is less than $4,000,000. To the extent necessary, any requirement to maintain a specified Fixed Charge Coverage Ratio for the fiscal years ending 3/30/25 throughout the upcoming fiscal year ending 3/29/26 is hereby waived.

 

And;

 

B.

Section 7.3 (b) of the Financing Agreement is hereby deleted and the following is inserted in lieu thereof:

 

(a)    Availability Covenant. Until the Term Loan is paid in full, the Companies shall maintain: (i) at all times Excess Availability of not less $7,500,000 until further written or electronic notice to the Companies by CIT and (ii) at all times after the foregoing notice, Excess Availability of not less than 50% of the outstanding balance of the Term Loan.

 

This amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original and, all of which, when taken together, shall constitute but one and the same agreement. Delivery of an executed counterpart of this amendment by electronic transmission in “PDF” or other imaging format shall be equally as effective as delivery of an original executed counterpart of this amendment. This amendment may be executed and authenticated by each party by electronic or digital means, and each of us expressly consents to the use of an electronic version of this amendment to embody the entire agreement and understanding between us.  An authorized, electronically-affixed or digitally-affixed signature, when received shall be binding for all purposes as if an original signature.

 

 

 

Except to the extent set forth herein, no other waiver of, or change in any of the terms, provisions or conditions of the Financing Agreement is intended or implied. If you are in agreement with the foregoing, please so indicate by signing and returning to us this letter.

 

  Very truly yours,  
     
     

 

 THE CIT GROUP/COMMERCIAL SERVICES, INC.

 

 

 

 

 

 

By:

/s/ Vernon R. Wells

 

 

Name:

Vernon R. Wells 

 

 

Title:

Director 

 

 

 

Read and Agreed to:

 

CROWN CRAFTS, INC. 

 

 

 

 

 

 

 

By:

/s/ Craig J. Demarest      February 10, 2025

 

Name:

Craig J. Demarest 

 

Title:

CFO

 

 

SASSY BABY, INC. 

 

 

 

 

 

 

 

By:

/s/ Craig J. Demarest      February 10, 2025

 

Name: 

Craig J. Demarest 

 

Title: 

CFO 

 

 

NOJO BABY & KIDS, INC. 

 

 

 

 

 

 

 

By:

/s/ Craig J. Demarest      February 10, 2025

 

Name: 

Craig J. Demarest 

 

Title: 

CFO 

 

 

2

 

Exhibit 31.1

 

CERTIFICATION

 

I, Olivia W. Elliott, certify that:

 

1.

I have reviewed this quarterly report on Form 10-Q of Crown Crafts, Inc.;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

 

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

 

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

 

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

 

 

 

Date: February 12, 2025 

/s/ Olivia W. Elliott

 

 

 Olivia W. Elliott,

 

 

 President and Chief Executive Officer,

 
   Crown Crafts, Inc.  

 

 

Exhibit 31.2

 

CERTIFICATION

 

I, Craig J. Demarest, certify that:

 

1.

I have reviewed this quarterly report on Form 10-Q of Crown Crafts, Inc.;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

 

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

 

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

 

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

 

 

Date: February 12, 2025

/s/ Craig J. Demarest

 

 

  Craig J. Demarest,

 

 

  Vice President and Chief Financial Officer,

 
    Crown Crafts, Inc.  

 

 

Exhibit 32.1

 

SECTION 1350 CERTIFICATION

 

 

 

I, Olivia W. Elliott, the President and Chief Executive Officer of Crown Crafts, Inc. (the “Company”), do hereby certify, in accordance with 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

 

1.

The Quarterly Report on Form 10-Q of the Company for the period ended December 29, 2024 (the “Periodic Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

 

2.

The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Dated: February 12, 2025

/s/ Olivia W. Elliott

 

 Olivia W. Elliott,

 

 President and Chief Executive Officer,

 Crown Crafts, Inc.

 

 

Exhibit 32.2

 

SECTION 1350 CERTIFICATION

 

 

 

I, Craig J. Demarest, a Vice President and the Chief Financial Officer of Crown Crafts, Inc. (the “Company”), do hereby certify, in accordance with 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

 

1.

The Quarterly Report on Form 10-Q of the Company for the period ended December 29, 2024 (the “Periodic Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

 

2.

The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 Dated: February 12, 2025

/s/ Craig J. Demarest

 

 Craig J. Demarest,

 

 Vice President and Chief Financial Officer,

 Crown Crafts, Inc.

 

 
v3.25.0.1
Document And Entity Information - shares
9 Months Ended
Dec. 29, 2024
Feb. 10, 2025
Document Information [Line Items]    
Entity Central Index Key 0000025895  
Entity Registrant Name CROWN CRAFTS INC  
Amendment Flag false  
Current Fiscal Year End Date --03-31  
Document Fiscal Period Focus Q3  
Document Fiscal Year Focus 2025  
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Dec. 29, 2024  
Document Transition Report false  
Entity File Number 1-7604  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 58-0678148  
Entity Address, Address Line One 916 South Burnside Avenue  
Entity Address, City or Town Gonzales  
Entity Address, State or Province LA  
Entity Address, Postal Zip Code 70737  
City Area Code 225  
Local Phone Number 647-9100  
Title of 12(b) Security Common Stock, par value $0.01 per share  
Trading Symbol CRWS  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   10,393,741
v3.25.0.1
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($)
$ in Thousands
Dec. 29, 2024
Mar. 31, 2024
Current assets:    
Cash and cash equivalents $ 1,053 $ 829
Accounts receivable (net of allowances of $1,266 at December 29, 2024 and $1,486 at March 31, 2024):    
Due from factor 21,749 18,584
Other 3,753 3,819
Inventory, Net 32,376 29,709
Prepaid expenses 2,908 1,883
Total current assets 61,839 54,824
Operating lease right of use assets 12,987 14,949
Property, plant and equipment - at cost:    
Leasehold improvements 502 493
Machinery and equipment 5,722 5,062
Furniture and fixtures 477 477
Property, plant and equipment - gross 6,701 6,032
Less accumulated depreciation 4,877 4,376
Property, plant and equipment - net 1,824 1,656
Finite-lived intangible assets - at cost:    
Customer relationships 8,174 8,174
Other finite-lived intangible assets 10,286 4,766
Finite-lived intangible assets - gross 18,460 12,940
Less accumulated amortization 10,640 10,068
Finite-lived intangible assets - net 7,820 2,872
Goodwill 13,255 7,926
Deferred income taxes 762 277
Other 254 202
Total Assets 98,741 82,706
Current liabilities:    
Accounts payable 8,643 4,502
Accrued wages and benefits 1,194 813
Accrued royalties 1,272 290
Dividends payable 869 843
Operating lease liabilities, current 3,895 3,587
Other accrued liabilities 536 426
Current maturities of long-term debt 1,990 0
Total current liabilities 18,399 10,461
Non-current liabilities:    
Long-term debt 18,870 8,112
Operating lease liabilities, noncurrent 9,923 12,138
Reserve for unrecognized tax liabilities 473 394
Total non-current liabilities 29,266 20,644
Shareholders' equity:    
Common stock - $0.01 par value per share; Authorized 40,000,000 shares at December 29, 2024 and March 31, 2024; Issued 13,299,402 shares at December 29, 2024 and 13,208,226 shares at March 31, 2024 132 132
Additional paid-in capital 58,459 57,888
Treasury stock - at cost - 2,905,661 shares at December 29, 2024 and 2,897,507 at March 31, 2024 (15,860) (15,821)
Retained Earnings 8,345 9,402
Total shareholders' equity 51,076 51,601
Total Liabilities and Shareholders' Equity $ 98,741 $ 82,706
v3.25.0.1
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($)
$ in Thousands
Dec. 29, 2024
Mar. 31, 2024
Allowance for doubtful accounts receivable $ 1,266 $ 1,486
Common stock, par value (in dollars per share) $ 0.01 $ 0.01
Common stock, shares authorized (in shares) 40,000,000 40,000,000
Common stock, shares issued (in shares) 13,299,402 13,208,226
Treasury stock, shares (in shares) 2,905,661 2,897,507
v3.25.0.1
Unaudited Condensed Consolidated Statements of Income - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 9 Months Ended
Dec. 29, 2024
Dec. 31, 2023
Dec. 29, 2024
Dec. 31, 2023
Net sales $ 23,351 $ 23,801 $ 64,023 $ 65,053
Cost of products sold 17,253 17,367 47,002 47,281
Gross profit 6,098 6,434 17,021 17,772
Marketing and administrative expenses 4,397 4,107 14,108 12,189
Income from operations 1,701 2,327 2,913 5,583
Other (expense) income:        
Interest expense - net of interest income (391) (208) (840) (560)
Gain (loss) on sale or disposition of property, plant and equipment (2) 58 (2) 58
Other - net (33) 17 (55) (9)
Income before income tax expense 1,275 2,194 2,016 5,072
Income tax expense 382 492 585 1,182
Net income $ 893 $ 1,702 $ 1,431 $ 3,890
Weighted average shares outstanding:        
Basic (in shares) 10,394 10,241 10,353 10,198
Effect of dilutive securities (in shares) 0 0 1 2
Diluted (in shares) 10,394 10,241 10,354 10,200
Earnings per share - basic and diluted (in dollars per share) $ 0.09 $ 0.17 $ 0.14 $ 0.38
v3.25.0.1
Unaudited Condensed Consolidated Statements of Changes In Shareholders' Equity - USD ($)
$ in Thousands
Common Stock [Member]
Treasury Stock, Common [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Total
Balances (in shares) at Apr. 02, 2023 13,051,814 (2,897,507)      
Balances at Apr. 02, 2023 $ 131 $ (15,821) $ 57,126 $ 7,778 $ 49,214
Issuance of shares 0 0 0 0 0
Stock-based compensation $ 0 $ 0 573 0 573
Acquisition of treasury stock (in shares) 0 0      
Acquisition of treasury stock $ 0 $ 0 0 0 0
Net income 0 0 0 3,890 3,890
Dividend declared on common stock $ 0 $ 0 0 (2,452) (2,452)
Issuance of shares (in shares) 86,412 0      
Balances (in shares) at Dec. 31, 2023 13,138,226 (2,897,507)      
Balances at Dec. 31, 2023 $ 131 $ (15,821) 57,699 9,216 51,225
Balances (in shares) at Oct. 01, 2023 13,138,226 (2,897,507)      
Balances at Oct. 01, 2023 $ 131 $ (15,821) 57,509 8,334 50,153
Issuance of shares 0 0 0 0 0
Stock-based compensation $ 0 $ 0 190 0 190
Acquisition of treasury stock (in shares) 0 0      
Acquisition of treasury stock $ 0 $ 0 0 0 0
Net income 0 0 0 1,702 1,702
Dividend declared on common stock $ 0 $ 0 0 (820) (820)
Balances (in shares) at Dec. 31, 2023 13,138,226 (2,897,507)      
Balances at Dec. 31, 2023 $ 131 $ (15,821) 57,699 9,216 51,225
Balances (in shares) at Mar. 31, 2024 13,208,226 (2,897,507)      
Balances at Mar. 31, 2024 $ 132 $ (15,821) 57,888 9,402 51,601
Issuance of shares 0 0 0 0 0
Stock-based compensation $ 0 $ 0 571 0 571
Acquisition of treasury stock (in shares) 0 (8,154)      
Acquisition of treasury stock $ 0 $ (39) 0 0 (39)
Net income 0 0 0 1,431 1,431
Dividend declared on common stock $ 0 $ 0 0 (2,488) (2,488)
Issuance of shares (in shares) 91,176 0      
Balances (in shares) at Dec. 29, 2024 13,299,402 (2,905,661)      
Balances at Dec. 29, 2024 $ 132 $ (15,860) 58,459 8,345 51,076
Balances (in shares) at Sep. 29, 2024 13,299,402 (2,905,661)      
Balances at Sep. 29, 2024 $ 132 $ (15,860) 58,279 8,284 50,835
Issuance of shares 0 0 0 0 0
Stock-based compensation $ 0 $ 0 180 0 180
Acquisition of treasury stock (in shares) 0 0      
Acquisition of treasury stock $ 0 $ 0 0 0 0
Net income 0 0 0 893 893
Dividend declared on common stock $ 0 $ 0 0 (832) (832)
Issuance of shares (in shares) 0 0      
Balances (in shares) at Dec. 29, 2024 13,299,402 (2,905,661)      
Balances at Dec. 29, 2024 $ 132 $ (15,860) $ 58,459 $ 8,345 $ 51,076
v3.25.0.1
Unaudited Condensed Consolidated Statements of Changes In Shareholders' Equity (Parentheticals) - $ / shares
3 Months Ended 9 Months Ended
Dec. 29, 2024
Dec. 31, 2023
Dec. 29, 2024
Dec. 31, 2023
Dividends declared, per share (in dollars per share) $ 0.08 $ 0.08 $ 0.24 $ 0.24
v3.25.0.1
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
9 Months Ended
Dec. 29, 2024
Dec. 31, 2023
Operating activities:    
Net income $ 1,431 $ 3,890
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation of property, plant and equipment 501 647
Amortization of intangibles 574 451
Reduction in the carrying amount of right of use assets 3,458 3,208
Deferred income taxes (485) (1,106)
(Gain) loss on sale or disposition of property, plant and equipment 2 (58)
Reserve for unrecognized tax liabilities 79 56
Stock-based compensation 571 573
Changes in assets and liabilities:    
Accounts receivable 665 765
Inventories (678) (1,112)
Prepaid expenses (671) (1,130)
Other assets (52) (14)
Lease liabilities (3,330) (2,497)
Accounts payable 3,528 (113)
Accrued liabilities 1,401 542
Net cash provided by operating activities 6,994 4,102
Cash used in investing activities:    
Capital expenditures for property, plant and equipment (659) (662)
Proceeds from sale of property, plant and equipment 0 105
Payment to acquire Baby Boom (16,355) 0
Aggregate adjustment from the Manhattan and MTE acquisition 0 488
Net cash used in investing activities (17,014) (69)
Financing activities:    
Repayments under revolving line of credit (59,774) (55,099)
Borrowings under revolving line of credit 65,387 52,440
Shares withheld to pay taxes on stock compensation (39) 0
Dividends paid (2,461) (2,433)
Net cash provided by (used in) financing activities 10,244 (5,092)
Net increase (decrease) in cash and cash equivalents 224 (1,059)
Cash and cash equivalents at beginning of period 829 1,742
Cash and cash equivalents at end of period 1,053 683
Supplemental cash flow information:    
Income taxes paid 629 1,628
Interest paid 693 650
Noncash activities:    
Property, plant and equipment purchased but unpaid (12) (9)
Dividends declared but unpaid (869) (833)
Term Loan [Member]    
Financing activities:    
Payments on term loan (833) 0
Proceeds from term loan, net of issuance cost $ 7,964 $ 0
v3.25.0.1
Note 1- Interim Financial Statements
9 Months Ended
Dec. 29, 2024
Notes to Financial Statements  
Significant Accounting Policies [Text Block]

CROWN CRAFTS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE- AND NINE-MONTH PERIODS ENDED DECEMBER 29, 2024 AND DECEMBER 31, 2023

 

Note 1 Interim Financial Statements

 

Basis of Presentation: The accompanying unaudited condensed consolidated financial statements include the accounts of Crown Crafts, Inc. (the “Company”) and its subsidiaries and have been prepared pursuant to accounting principles generally accepted in the United States (“GAAP”) applicable to interim financial information as promulgated by the Financial Accounting Standards Board (“FASB”). Accordingly, they do not include all of the information and disclosures required by GAAP for complete financial statements. References herein to GAAP are to topics within the FASB Accounting Standards Codification (the “FASB ASC”), which the FASB periodically revises through the issuance of an Accounting Standards Update (“ASU”) and which has been established by the FASB as the authoritative source for GAAP recognized by the FASB to be applied by nongovernmental entities.

 

In the opinion of the Company’s management, the unaudited condensed consolidated financial statements contained herein include all adjustments necessary to present fairly the financial position of the Company as of December 29, 2024 and the results of its operations and cash flows for the periods presented. Such adjustments include normal, recurring accruals, as well as the elimination of all significant intercompany balances and transactions. Operating results for the three- and nine-month periods ended December 29, 2024 are not necessarily indicative of the results that may be expected by the Company for its fiscal year ending March 30, 2025. For further information, refer to the Company’s consolidated financial statements and notes thereto for the fiscal year ended March 31, 2024, included in the Company’s Annual Report on Form 10-K filed with the United States Securities and Exchange Commission (the “SEC”).

 

Fiscal Year: The Company’s fiscal year ends on the Sunday that is nearest to or on March 31. References herein to “fiscal year 2025” or “2025” represent the 52-week period ending March 30, 2025 and references herein to “fiscal year 2024” or “2024” represent the 52-week period ended March 31, 2024.

 

Recently-Issued Accounting Standards: In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures, the objective of which is to improve the disclosures about a public entity’s reportable segments by providing more detailed information about a reportable segment’s expenses. For disclosures associated with annual and interim periods, the amendments in ASU No. 2023-07 are required to be adopted for fiscal years beginning after December 15, 2023 and December 15, 2024, respectively, and early adoption is permitted. Upon adoption, a public entity must apply the amendments in ASU No. 2023-07 retrospectively to disclosures of all prior periods presented. The Company is evaluating the guidance of ASU No. 2023-07 against its existing disclosures related to segment reporting.

 

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures, the objective of which is to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU No. 2023-09 are required to be adopted for fiscal years beginning after December 15, 2024 and early adoption is permitted. The Company is evaluating the guidance of the ASU No. 2023-09 against its existing disclosures related to income tax disclosures.

 

In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) - Disaggregation of Income Statement Expenses, the objective of which is to enhance the transparency and usefulness of financial statements by requiring public business entities to provide more detailed disclosures about their expenses. The amendments in ASU No. 2024-03 are required to be adopted for annual reporting periods beginning after December 15, 2026, and for interim periods within annual reporting periods beginning after December 15, 2027, and early adoption is permitted. The Company is evaluating the guidance of the ASU No. 2024-03 against its existing disclosures related to income statement expenses.

 

The Company has determined that all other ASUs issued which had become effective as of December 29, 2024, or which will become effective at some future date, are not expected to have a material impact on the Company’s consolidated financial statements.

 

v3.25.0.1
Note 2 - Advertising Costs
9 Months Ended
Dec. 29, 2024
Notes to Financial Statements  
Advertising Costs [Text Block]

Note 2 Advertising Costs

 

Advertising expense is included in marketing and administrative expenses in the accompanying unaudited condensed consolidated statements of income and amounted to $151,000 and $267,000 for the three months ended December 29, 2024 and December 31, 2023, respectively, and amounted to $411,000 and $631,000 for the nine months ended December 29, 2024 and December 31, 2023, respectively.

 

v3.25.0.1
Note 3 - Segment and Related Information
9 Months Ended
Dec. 29, 2024
Notes to Financial Statements  
Segment Reporting Disclosure [Text Block]

Note 3 Segment and Related Information

 

The Company operates primarily in one principal segment, infant, toddler and juvenile products. These products consist of infant and toddler bedding, diaper bags, bibs, toys and disposable products. Net sales of bedding and diaper bags and net sales of bibs, toys and disposable products for the three- and nine- month periods ended December 29, 2024 and December 31, 2023 are as follows (in thousands):

 

 

  

Three-Month Periods Ended

  

Nine-Month Periods Ended

 
  

December 29, 2024

  

December 31, 2023

  

December 29, 2024

  

December 31, 2023

 

Bedding and diaper bags

 $11,184  $8,996  $29,431  $24,345 

Bibs, toys and disposable products

  12,167   14,805   34,592   40,708 

Total net sales

 $23,351  $23,801  $64,023  $65,053 

  

v3.25.0.1
Note 4 - Licensing Agreements
9 Months Ended
Dec. 29, 2024
Notes to Financial Statements  
Licensing Agreements [Text Block]

Note 4 Licensing Agreements

 

The Company has entered into licensing agreements that provide for royalty payments based on a percentage of sales with certain minimum guaranteed amounts. These royalty amounts are accrued based upon historical sales rates adjusted for current sales trends by customers. Royalty expense is included in cost of products sold in the accompanying unaudited condensed consolidated statements of income and amounted to $1.7 million and $1.3 million for the three months ended December 29, 2024 and December 31, 2023, respectively, and amounted to $4.5 and $3.8 million for the nine months ended December 29, 2024 and December 31, 2023, respectively.

  

v3.25.0.1
Note 5 - Income Taxes
9 Months Ended
Dec. 29, 2024
Notes to Financial Statements  
Income Tax Disclosure [Text Block]

Note 5 Income Taxes

 

The Company files income tax returns in the many jurisdictions in which it operates, including the U.S., several U.S. states and the People’s Republic of China. The statute of limitations varies by jurisdiction; tax years open to examination or other adjustment as of December 29, 2024 were the fiscal years ended March 31, 2024, April 2, 2023, April 3, 2022, March 28, 2021, and March 29, 2020.

 

Although management believes that the calculations and positions taken on its filed income tax returns are reasonable and justifiable, the outcome of an examination could result in an adjustment to the position that the Company took on such income tax returns. Such adjustment could also lead to adjustments to one or more other state income tax returns, or to income tax returns for subsequent fiscal years, or both. To the extent that the Company’s reserve for unrecognized tax liabilities is not adequate to support the cumulative effect of such adjustments, the Company could experience a material adverse impact on its future results of operations. Conversely, to the extent that the calculations and positions taken by the Company on the filed income tax returns under examination are sustained, the reversal of all or a portion of the Company’s reserve for unrecognized tax liabilities could result in a favorable impact on its future results of operations.

  

v3.25.0.1
Note 6 - Inventories
9 Months Ended
Dec. 29, 2024
Notes to Financial Statements  
Inventory Disclosure [Text Block]

Note 6 Inventories

 

As of December 29, 2024 and March 31, 2024, the Company’s balances of inventory were $32.4 million and $29.7 million, respectively, nearly all of which were finished goods.

  

v3.25.0.1
Note 7 - Acquisition
9 Months Ended
Dec. 29, 2024
Notes to Financial Statements  
Business Combination Disclosure [Text Block]

Note 7 Acquisition

 

On July 19, 2024 (the “Closing Date”), NoJo Baby & Kids, Inc. (“NoJo”), a wholly-owned subsidiary of the Company acquired substantially all of the assets, and assumed certain specified liabilities, of Baby Boom Consumer Products, Inc. (“Baby Boom”) (the "Acquisition”), for a purchase price of $18.0 million in cash, subject to a dollar-for-dollar adjustment to the extent that the working capital at closing was greater or less than the target working capital of approximately $6.5 million. The Acquisition was funded by the Company using the proceeds of an $8.0 million term loan from The CIT Group/Commercial Services, Inc. (“CIT”) and additional borrowings under the Company’s revolving line of credit with CIT.

 

The Acquisition has been accounted for in accordance with FASB ASC Topic 805, Business Combinations. The Company is currently determining the allocation of the acquisition cost with the assistance of an independent third party. The identifiable assets acquired were recorded at their estimated fair value, which has been preliminarily determined based on available information and the use of multiple valuation approaches. The estimated useful lives of the identifiable intangible assets acquired were determined based upon the remaining time that these assets are expected to directly or indirectly contribute to the future cash flow of the Company. Certain data necessary to complete the acquisition cost allocation is not yet available, including the final appraisals and valuations of the assets acquired and liabilities assumed.

 

The acquisition cost paid on the Closing Date amounted to $16.4 million, which included an estimate for the net working capital adjustment. The following table represents the Company’s preliminary allocation of the acquisition cost (in thousands) to the identifiable assets acquired and the liabilities assumed based on their respective estimated fair values as of the Closing Date. The excess of the acquisition cost over the estimated fair value of the identifiable net assets acquired is reflected as goodwill.

 

Tangible assets:

    

Accounts receivable

  3,764 

Inventories

  1,989 

Prepaid expenses and other current assets

  354 

Total tangible assets

  6,107 

Amortizable intangible assets:

    

Tradename

  420 

Licensing relationships

  5,100 

Total amortizable intangible assets

  5,520 

Goodwill

  5,329 

Total acquired assets

  16,956 
     

Liabilities assumed:

    

Accounts payable

  601 

Total liabilities assumed

  601 

Net acquisition cost

 $16,355 

 

The Company expects to complete the acquisition cost allocation during the 12-month period following the Closing Date, during which time the values of the assets acquired and liabilities assumed, including the goodwill, may need to be revised as appropriate.

 

Based upon the preliminary allocation of the acquisition cost, the Company recognized $5.3 million of goodwill as of the Closing Date, the entirety of which was assigned to the reporting unit of the Company that produces and markets infant and toddler bedding and diaper bags, and the entirety of which is expected to be deductible for income tax purposes. The goodwill recognized primarily consists of synergies expected from combining operations of Baby Boom and the Company and intangible assets acquired that do not qualify for separate recognition. During the three-month period ended December 29, 2024, the Company increased the amount of goodwill recognized by $10,000 for the resolution of pre-acquisition accounts payable.

 

The assets acquired in the Acquisition generated net sales of $3.8 million of bedding and diaper bag products for the three-month period ended December 29, 2024, and net sales of $7.2 million of bedding and diaper bag products for the period from the Closing Date to December 29, 2024. Amortization expense associated with the acquired amortizable intangible assets was $99,000 and $164,000 during the three and nine months ended December 29, 2024, respectively, which is included in marketing and administrative expenses in the accompanying unaudited condensed consolidated statements of income. Amortization is computed using the straight-line method over the estimated useful lives of the assets, which are 15 years for the tradename, 14 years for the customer and licensing relationships and 14 years on a weighted-average basis for the grouping taken together.

 

The Company has determined, on a pro forma basis, that the combined net sales and the combined net income of the Company and Baby Boom, giving effect to the Acquisition as if it had been completed on April 3, 2023, would have been $69.1 million and $2.0 million, respectively, for the nine-month period ended December 29, 2024. The combined net sales and the combined net income would have been $29.3 million and $1.7 million, respectively, for the three-month period ended December 31, 2023, and would have been $81.7 million and $3.9 million, respectively, for the nine-month period ended December 31, 2023. The combined net income includes adjustments related to the amortization of the amortizable intangible assets acquired and estimates of the interest expense and income tax expense or benefit that would have been incurred, but otherwise do not reflect the costs of any integration activities or benefits that may result from the realization of future cost savings from operating efficiencies, or any revenue, tax or other synergies that may result from the Acquisition.

 

v3.25.0.1
Note 8 - Financing Arrangements
9 Months Ended
Dec. 29, 2024
Notes to Financial Statements  
Debt Disclosure [Text Block]

Note 8 Financing Arrangements

 

Factoring Agreements:    To reduce its exposure to credit losses, the Company assigns the majority of its trade accounts receivable to CIT, a subsidiary of First Citizens Bank, pursuant to factoring agreements, which have expiration dates that are coterminous with that of the financing agreement described below. Under the terms of the factoring agreements, CIT remits customer payments to the Company as such payments are received by CIT. As such, the Company does not take advances on the factoring agreements. CIT bears credit losses with respect to assigned accounts receivable from approved shipments, while the Company bears the responsibility for adjustments from customers related to returns, allowances, claims and discounts. CIT may at any time terminate or limit its approval of shipments to a particular customer. If such a termination or limitation occurs, then the Company either assumes (and may seek to mitigate) the credit risk for shipments to the customer after the date of such termination or limitation or discontinues shipments to the customer. Factoring fees, which are included in marketing and administrative expenses in the accompanying unaudited condensed consolidated statements of income, amounted to $115,000 and $106,000 for the three-month periods ended December 29, 2024 and December 31, 2023, respectively, and amounted to $283,000 and $265,000 for the nine-month periods ended December 29, 2024 and December 31, 2023, respectively.

 

Credit Facility:    The Company’s credit facility includes a revolving line of credit and a term loan of $8.0 million under a financing agreement with CIT. The Company may borrow up to $40 million under the revolving line of credit, which includes a $1.5 million sub-limit for letters of credit, bearing interest at prime minus 0.5% or the Secured Overnight Financing Rate (“SOFR”) plus 1.6%, and is secured by a first lien on all assets of the Company. At December 29, 2024, the Company had elected to pay interest on balances owed under the revolving line of credit under the SOFR option, which was 6.1%. The financing agreement also provides for the payment by CIT to the Company of interest at prime as of the beginning of the calendar month minus 2.0% on daily negative balances, if any, held at CIT.

 

At December 29, 2024 and March 31, 2024, the balances on the revolving line of credit were $13.7 million and $8.1 million, respectively, there was no letter of credit outstanding and $15.3 million and $19.2 million, respectively, was available under the revolving line of credit based on the Company’s eligible accounts receivable and inventory balances. The financing agreement contains usual and customary covenants for agreements of that type, including limitations on other indebtedness, liens, transfers of assets, investments and acquisitions, merger or consolidation transactions, transactions with affiliates, and changes in or amendments to the organizational documents for the Company and its subsidiaries.

 

The Company’s credit facility as of December 29, 2024 includes an $8.0 million term loan, issued July 19, 2024, which is payable by the Company in 48 equal monthly installments and bears interest at SOFR plus 2.25% (6.7% at December 29, 2024). The balances on the term loan as of December 29, 2024 was $7.2 million, including $2.0 million classified as current.

 

On January 2, 2025, the Company and its subsidiaries entered into a letter agreement with CIT with respect to the financing agreement, pursuant to which CIT waived the Company's non-compliance with the fixed charge coverage ratio required under the financing agreement with respect to the Company's fiscal quarters ended September 29, 2024 and December 29, 2024. In addition, the letter agreement modified the financing agreement by changing the Excess Availability (as defined in the Financing Agreement) required to be maintained by the Company with respect to its revolving credit line under the financing agreement to $7,000,000 (from 50% of the outstanding balance of the Company's term loan under the financing agreement). Upon notice to the Company, CIT may reverse such modification.

 

Credit Concentration:    The Company’s accounts receivable at December 29, 2024 amounted to $25.5 million, net of allowances of $1.3 million. Of this amount, $21.7 million was due from CIT under the factoring agreements, which represents the maximum loss that the Company could incur if CIT failed completely to perform its obligations under the factoring agreements. The Company’s accounts receivable at March 31, 2024 amounted to $22.4 million, net of allowances of $1.5 million. Of this amount, $18.6 million was due from CIT under the factoring agreements, which represented the maximum loss that the Company could have incurred if CIT had failed completely to perform its obligations under the factoring agreements.

 

v3.25.0.1
Note 9 - Goodwill
9 Months Ended
Dec. 29, 2024
Notes to Financial Statements  
Goodwill Disclosure [Text Block]

Note 9 Goodwill

 

Goodwill represents the excess of the purchase price over the fair value of net identifiable assets acquired in business combinations. For the purpose of presenting and measuring for the impairment of goodwill, the Company has two reporting units: one that produces and markets infant and toddler bedding and diaper bags and another that produces and markets infant and toddler bibs, toys and disposable products. The Company measures for impairment the goodwill within its reporting units annually as of the first day of the Company’s fiscal year. An additional interim measurement for impairment is performed during the year whenever an event or change in circumstances occurs that suggests that the fair value of either of the reporting units of the Company has more likely than not (defined as having a likelihood of greater than 50%) fallen below its carrying value. The annual or interim measurement for impairment is performed by first assessing qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If such qualitative factors so indicate, then the measurement for impairment is continued by calculating an estimate of the fair value of each reporting unit and comparing the estimated fair value to the carrying value of the reporting unit. If the carrying value exceeds the estimated fair value of the reporting unit, then an impairment charge is calculated as the difference between the carrying value of the reporting unit and its estimated fair value, not to exceed the goodwill of the reporting unit.

 

On April 1, 2024, the Company performed a qualitative assessment to determine if it is more likely than not that the fair values of the Company’s reporting units are less than their carrying values by evaluating relevant events and circumstances, including financial performance, market conditions and share price. Based on this assessment, the Company concluded that the goodwill for each of the Company’s reporting units was not considered at risk of impairment.

  

v3.25.0.1
Note 10 - Concentrations
9 Months Ended
Dec. 29, 2024
Notes to Financial Statements  
Concentration Risk Disclosure [Text Block]

Note 10 Concentrations

 

Product Sourcing: Foreign and domestic contract manufacturers produce most of the Company’s products, with the largest concentration being in China. The Company makes sourcing decisions on the basis of quality, timeliness of delivery and price, including the impact of ocean freight and duties. Although the Company maintains relationships with a limited number of suppliers, the Company believes that its products may be readily manufactured by several alternative sources in quantities sufficient to meet the Company’s requirements. The Company’s management and quality assurance personnel visit the third-party facilities regularly to monitor and audit product quality and to ensure compliance with labor requirements and social and environmental standards. In addition, the Company closely monitors the currency exchange rate. The impact of future fluctuations in the exchange rate or changes in safeguards cannot be predicted with certainty.

 

The Company maintains foreign representative offices located in Shanghai and Shenzhen, China, which are responsible for the coordination of production, purchases and shipments, seeking out new vendors and overseeing inspections for social compliance and quality. No supplier represented at least 10% of the Company’s total suppliers.

 

Licensed Products: Certain products are manufactured and sold pursuant to licensing agreements for trademarks. Also, many of the designs used by the Company are copyrighted by other parties, including trademark licensors, and are available to the Company through copyright license agreements. The licensing agreements are generally for an initial term of one to three years and may or may not be subject to renewal or extension. Sales of licensed products represented 40% of the Company’s gross sales in fiscal year 2024, which included 24% of sales under the Company’s license agreements with affiliated companies of The Walt Disney Company, which expire as set forth below:

 

License Agreement

Expiration

Infant Bedding

March 31, 2025

Infant Feeding and Bath

December 31, 2025

Toddler Bedding

March 31, 2025

Marvel

March 31, 2025

STAR WARS Toddler Bedding

March 31, 2025

STAR WARS - Lego Plush

December 31, 2025

 

The Company is currently negotiating with Disney with respect to the licenses set to terminate on March 31, 2025, and anticipates that they will be extended.

 

Customers:    The Company’s customers consist principally of mass merchants, large chain stores, mid-tier retailers, juvenile specialty stores, value channel stores, grocery and drug stores, restaurants, internet accounts and wholesale clubs. The Company does not enter into long-term or other purchase agreements with its customers. The table below sets forth those customers that represented at least 10% of the Company’s gross sales for the nine months ended  December 29, 2024.

 

  

2025

 

Walmart Inc.

  44%

Amazon.com, Inc.

  18%

 

v3.25.0.1
Note 11 - Subsequent Events
9 Months Ended
Dec. 29, 2024
Notes to Financial Statements  
Subsequent Events [Text Block]

Note 11 Subsequent Events

 

On February 10, 2025, the Company and CIT amended the Company's financing agreement with CIT to: (i) waive, with respect to the fiscal year ending March 30, 2025, and through the fiscal year ending March 29, 2026, the Company's obligation to comply with the fixed charge coverage ratio; and (ii) increase the Excess Availability (as defined in the financing agreement) required to be maintained by the Company with respect to its revolving line of credit under the financing agreement from $7,000,000 to $7,500,000, until further notice to the Company by CIT. After such notice, the Excess Availability shall be 50% of the outstanding balance of the Company's term loan under the financing agreement.

 

The Company has evaluated all other events which have occurred between December 29, 2024, and the date that the accompanying unaudited condensed consolidated financial statements were issued, and has determined that there are no other material subsequent events that require disclosure.

 

v3.25.0.1
Insider Trading Arrangements
3 Months Ended
Sep. 29, 2024
Insider Trading Arr Line Items  
Rule 10b5-1 Arrangement Adopted [Flag] false
Non-Rule 10b5-1 Arrangement Adopted [Flag] false
Rule 10b5-1 Arrangement Terminated [Flag] false
Non-Rule 10b5-1 Arrangement Terminated [Flag] false
v3.25.0.1
Note 3 - Segment and Related Information (Tables)
9 Months Ended
Dec. 29, 2024
Notes Tables  
Schedule of Segment Reporting Information, by Segment [Table Text Block]
  

Three-Month Periods Ended

  

Nine-Month Periods Ended

 
  

December 29, 2024

  

December 31, 2023

  

December 29, 2024

  

December 31, 2023

 

Bedding and diaper bags

 $11,184  $8,996  $29,431  $24,345 

Bibs, toys and disposable products

  12,167   14,805   34,592   40,708 

Total net sales

 $23,351  $23,801  $64,023  $65,053 
v3.25.0.1
Note 7 - Acquisition (Tables)
9 Months Ended
Dec. 29, 2024
Notes Tables  
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

Tangible assets:

    

Accounts receivable

  3,764 

Inventories

  1,989 

Prepaid expenses and other current assets

  354 

Total tangible assets

  6,107 

Amortizable intangible assets:

    

Tradename

  420 

Licensing relationships

  5,100 

Total amortizable intangible assets

  5,520 

Goodwill

  5,329 

Total acquired assets

  16,956 
     

Liabilities assumed:

    

Accounts payable

  601 

Total liabilities assumed

  601 

Net acquisition cost

 $16,355 
v3.25.0.1
Note 10 - Concentrations (Tables)
9 Months Ended
Dec. 29, 2024
Notes Tables  
Schedule of Revenue by Major Customers by Reporting Segments [Table Text Block]
  

2025

 

Walmart Inc.

  44%

Amazon.com, Inc.

  18%
v3.25.0.1
Note 2 - Advertising Costs (Details Textual) - USD ($)
3 Months Ended 9 Months Ended
Dec. 29, 2024
Dec. 31, 2023
Dec. 29, 2024
Dec. 31, 2023
Advertising Expense $ 151,000 $ 267,000 $ 411,000 $ 631,000
v3.25.0.1
Note 3 - Segment and Related Information (Details Textual)
9 Months Ended
Dec. 29, 2024
Number of Operating Segments 1
v3.25.0.1
Note 3 - Segment and Related Information - Segment and Related Information (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Dec. 29, 2024
Dec. 31, 2023
Dec. 29, 2024
Dec. 31, 2023
Net sales $ 23,351 $ 23,801 $ 64,023 $ 65,053
Bedding, Blankets, And Accessories [Member]        
Net sales 11,184 8,996 29,431 24,345
Bibs, Bath, Developmental Toy, Feeding, Baby Care and Disposable Products [Member]        
Net sales $ 12,167 $ 14,805 $ 34,592 $ 40,708
v3.25.0.1
Note 4 - Licensing Agreements (Details Textual) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Dec. 29, 2024
Dec. 31, 2023
Dec. 29, 2024
Dec. 31, 2023
Cost of Goods and Services Sold $ 17,253 $ 17,367 $ 47,002 $ 47,281
Royalty [Member]        
Cost of Goods and Services Sold $ 1,700 $ 1,300 $ 4,500 $ 3,800
v3.25.0.1
Note 6 - Inventories (Details Textual) - USD ($)
$ in Thousands
Dec. 29, 2024
Mar. 31, 2024
Inventory, Net $ 32,376 $ 29,709
v3.25.0.1
Note 7 - Acquisition (Details Textual) - USD ($)
3 Months Ended 5 Months Ended 9 Months Ended
Jul. 19, 2024
Dec. 29, 2024
Dec. 31, 2023
Dec. 29, 2024
Dec. 29, 2024
Dec. 31, 2023
Mar. 31, 2024
Goodwill   $ 13,255,000   $ 13,255,000 $ 13,255,000   $ 7,926,000
Amortization of Intangible Assets         574,000 $ 451,000  
Baby Boom [Member]              
Business Combination, Consideration Transferred $ 18,000,000            
Business Combination, Net Working Capital Adjustments 6,500,000            
Business Combination, Consideration Transferred, Including Net Working Capital Adjustment 16,400,000            
Goodwill $ 5,329,000            
Goodwill, Measurement Period Adjustment   10,000          
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual   3,800,000   $ 7,200,000      
Amortization of Intangible Assets   $ 99,000     164,000    
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life (Year) 14 years            
Business Acquisition, Pro Forma Revenue     $ 29,300,000   69,100,000 81,700,000  
Business Acquisition, Pro Forma Net Income (Loss)     $ 1,700,000   $ 2,000,000 $ 3,900,000  
Baby Boom [Member] | Trade Names [Member]              
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life (Year) 15 years            
Baby Boom [Member] | Customer and Licensing Relationships [Member]              
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life (Year) 14 years            
Baby Boom [Member] | Term Loan [Member]              
Proceeds from Issuance of Debt $ 8,000,000            
v3.25.0.1
Note 7 - Acquisition - Estimated Fair Value of Identifiable Net Assets (Details) - USD ($)
$ in Thousands
Dec. 29, 2024
Jul. 19, 2024
Mar. 31, 2024
Goodwill $ 13,255   $ 7,926
Baby Boom [Member]      
Accounts receivable   $ 3,764  
Inventories   1,989  
Prepaid expenses and other current assets   354  
Total tangible assets   6,107  
Amortizable intangible assets   5,520  
Goodwill   5,329  
Total acquired assets   16,956  
Accounts payable   601  
Total liabilities assumed   601  
Net acquisition cost   16,355  
Baby Boom [Member] | Trade Names [Member]      
Amortizable intangible assets   420  
Baby Boom [Member] | Licensing Agreements [Member]      
Amortizable intangible assets   $ 5,100  
v3.25.0.1
Note 8 - Financing Arrangements (Details Textual)
3 Months Ended 9 Months Ended
Jul. 19, 2024
USD ($)
Dec. 29, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 29, 2024
USD ($)
Dec. 31, 2023
USD ($)
Feb. 11, 2025
USD ($)
Jan. 02, 2025
USD ($)
Sep. 29, 2024
USD ($)
Mar. 31, 2024
USD ($)
Selling, General and Administrative Expense   $ 4,397,000 $ 4,107,000 $ 14,108,000 $ 12,189,000        
Long-Term Line of Credit   13,700,000   13,700,000         $ 8,100,000
Letters of Credit Outstanding, Amount   0   0          
Line of Credit Facility, Remaining Borrowing Capacity   15,300,000   15,300,000         19,200,000
Long-Term Debt, Current Maturities   1,990,000   1,990,000         0
Accounts Receivable, after Allowance for Credit Loss, Current   25,500,000   25,500,000         22,400,000
Accounts Receivable, Allowance for Credit Loss, Current   1,300,000   1,300,000         1,500,000
Receivable Due from Factor [Member]                  
Accounts Receivable, after Allowance for Credit Loss, Current   $ 21,700,000   $ 21,700,000         $ 18,600,000
Revolving Credit Facility [Member]                  
Line of Credit Facility, Maximum Borrowing Capacity $ 40,000,000                
Revolving Credit Facility [Member] | Prime Rate [Member]                  
Debt Instrument Basis Spread Below Variable Rate 0.50%                
Debt Instrument, Interest Received on Daily Negative Balances, Basis Spread Below Variable Rate 2.00%                
Revolving Credit Facility [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member]                  
Debt Instrument, Basis Spread on Variable Rate 1.60%                
Debt Instrument, Interest Rate, Effective Percentage   6.10%   6.10%          
Letter of Credit [Member]                  
Line of Credit Facility, Maximum Borrowing Capacity $ 1,500,000                
Term Loan [Member]                  
Long-Term Debt   $ 7,200,000   $ 7,200,000          
Debt Instrument, Face Amount $ 8,000,000             $ 8,000,000  
Debt Instrument, Interest Rate, Effective Percentage   6.70%   6.70%          
Debt Instrument, Number of Monthly Installments               48  
Long-Term Debt, Current Maturities   $ 2,000,000   $ 2,000,000          
Term Loan [Member] | Subsequent Event [Member]                  
Debt Instrument, Covenant, Excess Availability           $ 7,500,000 $ 7,000,000    
Term Loan [Member] | Secured Overnight Financing Rate (SOFR) [Member]                  
Debt Instrument, Basis Spread on Variable Rate 2.25%                
Factoring Agreements [Member]                  
Long-Term Debt   0   0          
Selling, General and Administrative Expense   $ 115,000 $ 106,000 $ 283,000 $ 265,000        
v3.25.0.1
Note 9 - Goodwill (Details Textual)
9 Months Ended
Dec. 29, 2024
Number of Reporting Units 2
v3.25.0.1
Note 10 - Concentrations (Details Textual) - Product Concentration Risk [Member] - Revenue Benchmark [Member]
12 Months Ended
Mar. 31, 2024
Licensed Products [Member]  
Concentration Risk, Percentage 40.00%
Licensed Sales Agreements With Affiliated Companies of The Walt Disney [Member]  
Concentration Risk, Percentage 24.00%
v3.25.0.1
Note 10 - Concentrations - Summary of Major Customers (Details) - Customer Concentration Risk [Member] - Revenue Benchmark [Member]
9 Months Ended
Dec. 29, 2024
Wal-Mart Stores, Inc. [Member]  
Sales, percent 44.00%
Amazon.com, Inc. [Member]  
Sales, percent 18.00%
v3.25.0.1
Note 11 - Subsequent Events (Details Textual) - USD ($)
Feb. 11, 2025
Jan. 02, 2025
Subsequent Event [Member] | Term Loan [Member]    
Debt Instrument, Covenant, Excess Availability $ 7,500,000 $ 7,000,000

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