(a)(1). Financial Statements
The following consolidated financial statements of the Company are included in Part II, Item 8. of this Annual Report:
- Report of Independent Registered Public Accounting Firm
- Consolidated Balance Sheets as of March 31, 2024 and April 2, 2023
- Consolidated Statements of Income for the Fiscal Years Ended March 31, 2024 and April 2, 2023
- Consolidated Statements of Changes in Shareholders' Equity for the Fiscal Years Ended March 31, 2024 and April 2, 2023
- Consolidated Statements of Cash Flows for the Fiscal Years Ended March 31, 2024 and April 2, 2023
- Notes to Consolidated Financial Statements
(a)(2). Financial Statement Schedule
The following financial statement schedule of the Company is included with this Annual Report:
| Schedule II — Valuation and Qualifying Accounts | Page 23 |
|---|
All other schedules not listed above have been omitted because they are not applicable or the required information is included in the financial statements or notes thereto.
SCHEDULE II
CROWN CRAFTS, INC. AND SUBSIDIARIES
ANNUAL REPORT ON FORM10-K
| Valuation and Qualifying Accounts |
|---|
| Column A | Column B | Column C | Column D | Column E |
|---|
| Balance at · Balance at |
|---|
| Beginning · Charged to · End of |
|---|
| of Period | Expenses | Deductions | Period |
|---|
| (in thousands) |
|---|
| Accounts Receivable Valuation Accounts: |
|---|
| Allowance for customer deductions | $945 | $5,746 | $5,217 | $1,474 |
|---|
| Allowance for customer deductions | $1,474 | $6,139 | $6,443 | $1,170 |
|---|
| Allowance for expected credit losses | $0 | $316 | $0 | $316 |
|---|
23
(a)(3). Exhibits
Exhibits required to be filed by Item 601 of SEC Regulation S-K are included as Exhibits to this Annual Report and listed below.
In reviewing the agreements included as exhibits to this Annual Report, investors are reminded that the agreements are included to provide information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements. Some of the agreements contain representations and warranties made 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; |
| ● | Have been qualified by the 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 you or other investors; and |
| ● | Were made only as of the date of the applicable agreement or such other date or dates may be specified in the agreement and are subject to more recent developments. |
Accordingly, the representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about the Company may be found elsewhere in this Annual Report and the Company’s other public filings with the SEC.
| Exhibit |
|---|
| Number · Description of Exhibits |
|---|
| 2.1 | — | Equity Purchase Agreement, dated as of March 17, 2023, between the Company and H Enterprises International, LLC (“HEI”). (31) |
| 2.2 | — | Letter Agreement dated as of July 28, 2023 between the Company and HEI. (33) |
| 2.3 | — | Letter Agreement dated as of September 15, 2023 between the Company and HEI. (34) |
| 2.4 | — | Letter Agreement dated as of September 29, 2023 between the Company and HEI. (35) |
| 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. (10) |
| 3.3 | — | Amended and Restated Bylaws of the Company, effective as of November 14, 2023. (36) |
| 4.1* | — | Crown Crafts, Inc. 2006 Omnibus Incentive Plan (As Amended August 14, 2012). (12) |
| 4.2* | — | Form of Non-Qualified Stock Option Agreement (Employees). (4) |
| 4.3* | — | Crown Crafts, Inc. 2014 Omnibus Equity Compensation Plan. (14) |
| 4.4* | — | Form of Non-Qualified Stock Option Grant Agreement. (15) |
| 4.5* | — | Form of Restricted Stock Grant Agreement. (15) |
| 4.6* | — | Crown Crafts, Inc. 2021 Incentive Plan. (26) |
| 4.7* | — | Form of Incentive Stock Option Grant Agreement. (27) |
| 4.8* | — | Form of Nonstatutory Stock Option Grant Agreement. (27) |
| 4.9* | — | Form of Restricted Stock Grant Agreement. (27) |
| 4.10* | — | Form of Performance Share Grant Agreement (effective February 23, 2022). (28) |
| 4.11 | — | Description of Capital Stock (37) |
| 10.1 | — | Financing Agreement dated as of July 11, 2006 by and among the Company, Churchill Weavers, Inc., Hamco, Inc., Crown Crafts Infant Products, Inc. and The CIT Group/Commercial Services, Inc. (3) |
| 10.2 | — | Stock Pledge Agreement dated as of July 11, 2006 by and among the Company, Churchill Weavers, Inc., Hamco, Inc., Crown Crafts Infant Products, Inc. and The CIT Group/Commercial Services, Inc. (3) |
| 10.3 | — | First Amendment to Financing Agreement dated as of November 5, 2007 by and among the Company, Churchill Weavers, Inc., Hamco, Inc., Crown Crafts Infant Products, Inc. and The CIT Group/Commercial Services, Inc. (5) |
| 10.4* | — | Employment Agreement dated November 6, 2008 by and between the Company and Olivia W. Elliott (6) |
| 10.5 | — | Third Amendment to Financing Agreement dated as of July 2, 2009 by and among the Company, Churchill Weavers, Inc., Hamco, Inc., Crown Crafts Infant Products, Inc. and The CIT Group/Commercial Services, Inc. (7) |
| 10.6 | — | Sixth Amendment to Financing Agreement dated as of March 5, 2010 by and among the Company, Churchill Weavers, Inc., Hamco, Inc., Crown Crafts Infant Products, Inc. and The CIT Group/Commercial Services, Inc. (8) |
| 10.7 | — | Seventh Amendment to Financing Agreement dated as of May 27, 2010 by and among the Company, Churchill Weavers, Inc., Hamco, Inc., Crown Crafts Infant Products, Inc. and The CIT Group/Commercial Services, Inc. (9) |
| 10.8 | — | Eighth Amendment to Financing Agreement dated as of March 26, 2012 by and among the Company, Churchill Weavers, Inc., Hamco, Inc., Crown Crafts Infant Products, Inc. and The CIT Group/Commercial Services, Inc. (11) |
| 10.9 | — | Ninth Amendment to Financing Agreement dated May 21, 2013 by and among the Company, Hamco, Inc., Crown Crafts Infant Products, Inc. and The CIT Group/Commercial Services, Inc. (13) |
| 10.10 | — | Tenth Amendment to Financing Agreement dated as of December 28, 2015 by and among the Company, Hamco, Inc., Crown Crafts Infant Products, Inc. and The CIT Group/Commercial Services, Inc. (16) |
| 10.11 | — | Eleventh Amendment to Financing Agreement dated as of March 31, 2016 by and among the Company, Hamco, Inc., Crown Crafts Infant Products, Inc. and The CIT Group/Commercial Services, Inc. (17) |
| 10.12* | — | Amendment No. 1 to the Crown Crafts, Inc. 2014 Omnibus Equity Compensation Plan. (18) |
| 10.13* | — | Form of Incentive Stock Option Grant Agreement (effective November 2016). (18) |
| 10.14* | — | Form of Nonqualified Stock Option Grant Agreement (effective November 2016). (18) |
| 10.15* | — | Form of Restricted Stock Grant Agreement (effective November 2016). (18) |
| 10.16 | — | Joinder Agreement dated as of August 4, 2017 by and among the Company, Hamco, Inc., Crown Crafts Infant Products, Inc., Carousel Acquisition, LLC and The CIT Group/Commercial Services, Inc. (19) |
| 10.17 | — | Twelfth Amendment to Financing Agreement dated as of December 15, 2017 by and among the Company, Hamco, Inc., Carousel Designs, LLC, Crown Crafts Infant Products, Inc. and The CIT Group/Commercial Services, Inc. (20) |
| 10.18 | — | Thirteenth Amendment to Financing Agreement dated as of August 7, 2018 by and among the Company, Hamco, Inc., Carousel Designs, LLC, Crown Crafts Infant Products, Inc. and The CIT Group/Commercial Services, Inc. (21) |
| 10.19* | — | Employment Agreement dated January 18, 2019 by and between NoJo Baby & Kids, Inc. and Donna Sheridan. (22) |
| 10.20* | — | Amendment to Amended and Restated Employment and Severance Protection Agreement dated as of April 14, 2022 by and between the Company and E. Randall Chestnut. (29) |
| 10.21* | — | Employment Agreement dated February 22, 2021 by and between the Company and Craig Demarest. (23) |
| 10.22* | — | Letter Agreement regarding Employment Agreement dated February 22, 2021 by and between the Company and Craig Demarest. (25) |
| 10.23 | — | Fourteenth Amendment to Financing Agreement dated as of May 31, 2021, by and among the Company, NoJo Baby & Kids, Inc., Sassy Baby, Inc., Carousel Designs, LLC and The CIT Group/Commercial Services, Inc. (24) |
| 10.24* | — | Performance Share Award Certificate, dated March 1, 2022, between the Company and Olivia W. Elliott. (28) |
| 10.25* | — | Performance Share Award Certificate, dated March 1, 2022, between the Company and Donna E. Sheridan. (28) |
| 10.26* | — | Amendment to Employment Agreement dated June 7, 2022 by and between the Company and Olivia W. Elliott. (30) |
| 10.27 | — | Fifteenth Amendment to Financing Agreement dated as of June 2, 2022, by and among the Company, NoJo Baby & Kids, Inc., Sassy Baby, Inc., Carousel Designs, LLC and The CIT Group/Commercial Services, Inc. (30) |
| 10.28 | — | Sixteenth Amendment to Financing Agreement, dated as of March 17, 2023, by and among the Company, NoJo Baby & Kids, Inc., Sassy Baby, Inc., Manhattan Group, LLC, Manhattan Toy Europe Limited and the CIT Group/Commercial Services, Inc. (31) |
| 10.29* | — | Amended and Restated Employment Agreement dated June 13, 2023 by and between the Company and Olivia W. Elliott. (32) |
| 14.1 | — | Code of Ethics. (2) |
| 21.1 | — | Subsidiaries of the Company. (37) |
| 23.1 | — | Consent of KPMG LLP. (37) |
| 31.1 | — | Rule 13a-14(a)/15d-14(a) Certification by the Company’s Chief Executive Officer. (37) |
| 31.2 | — | Rule 13a-14(a)/15d-14(a) Certification by the Company’s Chief Financial Officer. (37) |
| 32.1 | — | Section 1350 Certification by the Company’s Chief Executive Officer. (38) |
| 32.2 | — | Section 1350 Certification by the Company’s Chief Financial Officer. (38) |
| 97.1 | — | Crown Crafts, Inc. Policy for the Recovery of Erroneously Awarded Compensation, Effective as of October 2, 2023. (37) |
| 101 | — | The following information from the Registrant’s Annual Report on Form 10-K for the fiscal year ended March 31, 2024, formatted as interactive data files in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Statements of Income; (ii) Consolidated Balance Sheets; (iii) Consolidated Statements of Changes in Shareholders’ Equity; (iv) Consolidated Statements of Cash Flows; and (v) Notes to Consolidated Financial Statements. |
| 104 | | Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101) |
| * | Management contract or a compensatory plan or arrangement. |
| (1) | Incorporated herein by reference to Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 28, 2003. |
| (2) | Incorporated herein by reference to Registrant’s Annual Report on Form 10-K for the fiscal year ended March 28, 2004. |
| (3) | Incorporated herein by reference to Registrant’s Current Report on Form 8-K dated July 17, 2006. |
| (4) | Incorporated herein by reference to Registrant’s Registration Statement on Form S-8 dated August 24, 2006. |
| (5) | Incorporated herein by reference to Registrant’s Current Report on Form 8-K dated November 9, 2007. |
| (6) | Incorporated herein by reference to Registrant’s Current Report on Form 8-K/A dated November 7, 2008. |
| (7) | Incorporated herein by reference to Registrant’s Current Report on Form 8-K dated July 6, 2009. |
| (8) | Incorporated herein by reference to Registrant’s Current Report on Form 8-K dated March 8, 2010. |
| (9) | Incorporated herein by reference to Registrant’s Current Report on Form 8-K dated May 27, 2010. |
| (10) | Incorporated herein by reference to Registrant’s Current Report on Form 8-K dated August 9, 2011. |
| (11) | Incorporated herein by reference to Registrant’s Current Report on Form 8-K dated March 27, 2012. |
| (12) | Incorporated herein by reference to Registrant’s Registration Statement on Form S-8 dated August 14, 2012. |
| (13) | Incorporated herein by reference to Registrant’s Current Report on Form 8-K dated May 21, 2013. |
| (14) | Incorporated herein by reference to Appendix A to the Registrant’s Definitive Proxy Statement on Schedule 14A filed on June 27, 2014. |
| (15) | Incorporated herein by reference to Registrant’s Registration Statement on Form S-8 dated November 10, 2014. |
| (16) | Incorporated herein by reference to Registrant’s Current Report on Form 8-K dated December 28, 2015. |
| (17) | Incorporated herein by reference to Registrant’s Current Report on Form 8-K dated April 4, 2016. |
| (18) | Incorporated herein by reference to Registrant’s Quarterly Report on Form 10-Q for the quarter ended October 2, 2016. |
| (19) | Incorporated herein by reference to Registrant’s Current Report on Form 8-K dated August 7, 2017. |
| (20) | Incorporated herein by reference to Registrant’s Current Report on Form 8-K dated December 18, 2017. |
| (21) | Incorporated herein by reference to Registrant’s Quarterly Report on Form 10-Q for the quarter ended July 1, 2018. |
| (22) | Incorporated herein by reference to Registrant’s Current Report on Form 8-K dated January 22, 2019. |
| (23) | Incorporated herein by reference to Registrant’s Current Report on Form 8-K dated February 22, 2021. |
| (24) | Incorporated herein by reference to Registrant’s Current Report on Form 8-K dated June 3, 2021. |
| (25) | Incorporated herein by reference to Registrant’s Annual Report on Form 10-K for the fiscal year ended March 28, 2021. |
| (26) | Incorporated herein by reference to Appendix A to the Registrant’s Definitive Proxy Statement on Schedule 14A filed on June 28, 2021. |
| (27) | Incorporated herein by reference to Registrant’s Current Report on Form 8-K dated August 11, 2021. |
| (28) | Incorporated herein by reference to Registrant’s Current Report on Form 8-K/A dated March 1, 2022. |
| (29) | Incorporated herein by reference to Registrant’s Current Report on Form 8-K dated April 15, 2022. |
| (30) | Incorporated herein by reference to Registrant’s Annual Report on Form 10-K for the fiscal year ended April 3, 2022. |
| (31) | Incorporated herein by reference to Registrant’s Current Report on Form 8-K dated March 20, 2023. |
| (32) | Incorporated herein by reference to Registrant’s Current Report on Form 8-K dated June 15, 2023. |
| (33) | Incorporated herein by reference to Exhibit 2.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended October 1, 2023. |
| (34) | Incorporated herein by reference to Exhibit 2.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended October 1, 2023. |
| (35) | Incorporated herein by reference to Exhibit 2.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended October 1, 2023. |
| (36) | Incorporated herein by reference to Exhibit 3.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended October 1, 2023. |
