10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)

☑	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
	OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended April 3, 2022

OR

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

Commission File No. 1-7604

Crown Crafts, Inc.

(Exact name of registrant as specified in its charter)

Delaware	58-0678148
(State of Incorporation)	(I.R.S. Employer Identification No.)
916 S. Burnside Ave.
Gonzales, Louisiana	70737
(Address of principal executive offices)	(Zip Code)

Registrant's Telephone Number, including area code: (225) 647-9100

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

Title of class	Trading Symbol(s)	Name of exchange on which registered
Common Stock, $0.01 par value	CRWS	Nasdaq Capital Market

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

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☑

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act. Yes ☐ No ☑

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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. 

☐

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

The approximate aggregate market value of the voting stock held by non-affiliates of the registrant as of September 24, 2021 (the last business day of the registrant’s most recently completed second fiscal quarter) was $65.1 million.

As of June 2, 2022, 10,076,496 shares of the registrant’s common stock were outstanding.

Documents Incorporated by Reference:

Portions of the registrant’s Proxy Statement for its 2022 Annual Meeting of Stockholders are incorporated into Part III hereof by reference.

	TABLE OF CONTENTS
		Page
	PART I
Item 1.	Business.	3
Item 1A.	Risk Factors.	7
Item 1B.	Unresolved Staff Comments.	12
Item 2.	Properties.	12
Item 3.	Legal Proceedings.	12
Item 4.	Mine Safety Disclosures.	12
	PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	12
Item 6.	Reserved.	12
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	13
Item 8.	Financial Statements and Supplementary Data.	18
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.	18
Item 9A.	Controls and Procedures.	18
Item 9B.	Other Information.	19
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	19
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance.	19
Item 11.	Executive Compensation.	19
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	19
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	20
Item 14.	Principal Accountant Fees and Services.	20
	PART IV
Item 15.	Exhibits and Financial Statement Schedules.	21
Item 16.	Form 10-K Summary.	26

2

Cautionary Notice Regarding Forward-Looking Statements

Certain of the statements made in this Annual Report on Form 10-K (this “Annual Report”) under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” 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”). Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions and future performance and involve known and unknown risks, uncertainties and other factors, many of which may be beyond our control and which may cause the actual results, performance or achievements of Crown Crafts, Inc. (the “Company”) to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements.

All statements other than statements of historical fact are statements that could be forward-looking. Such statements are based upon management’s current expectations, projections, estimates and assumptions, and may be identified as forward-looking through the Company’s use of words such as “may,” “will,” “anticipate,” “indicate,” “assume,” “could,” “should,” “would,” “expect,” “believe” and “intend.” 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 those described in Part I, Item 1A. “Risk Factors,” and elsewhere in this Annual Report and those described from time to time in our future reports filed with the Securities and Exchange Commission (the “SEC”) of additional factors that may impact the Company’s results of operations and financial condition.

All written or oral forward-looking statements that are made by or are attributable to the Company are expressly qualified in their entirety by this cautionary notice. The Company’s forward-looking statements apply only as of the date of this Annual Report or the respective date of the document from which they are incorporated herein by reference. The Company has no obligation and does not undertake to update, revise or correct any of the forward-looking statements after the date of this Annual Report, or after the respective dates on which such statements are otherwise made, whether as a result of new information, future events or otherwise.

PART I

ITEM 1. Business

Description of Business

The Company was incorporated as a Georgia corporation in 1957 and was reincorporated as a Delaware corporation in 2003. The Company’s executive offices are located at 916 South Burnside Avenue, Suite 300, Gonzales, Louisiana 70737, its telephone number is (225) 647-9100 and its internet address is www.crowncrafts.com.

The Company operates indirectly through two of its wholly-owned subsidiaries, NoJo Baby & Kids, Inc. (“NoJo”) and Sassy Baby, Inc. (“Sassy”), 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 and blankets, bibs, soft bath products, disposable products, developmental toys and accessories. Sales of the Company’s products are generally made directly to retailers, such as mass merchants, large chain stores, mid-tier retailers, juvenile specialty stores, value channel stores, grocery and drug stores, restaurants, wholesale clubs and internet-based retailers. The Company’s products are marketed under a variety of Company-owned trademarks, under trademarks licensed from others and as private label goods.

The Company's fiscal year ends on the Sunday nearest to or on March 31. References herein to “fiscal year 2022” or “2022” represent the 53-week period ended April 3, 2022, and references herein to “fiscal year 2021” or “2021” represent the 52-week period ended March 28, 2021.

During fiscal 2021 and the first 54 days of fiscal 2022, the Company also operated indirectly through Carousel Designs, LLC (“Carousel”), a wholly-owned subsidiary that manufactured and marketed infant and toddler bedding directly to consumers online from a facility in Douglasville, Georgia. On May 5, 2021, the Company’s Board of Directors (the “Board”) approved the closure of Carousel due to a history of high costs, declining sales and operating and cash flow losses, as well as management’s determination that such losses were likely to continue. Accordingly, the operations of Carousel ceased at the close of business on May 21, 2021.

The Company makes its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act available free of charge on its website at www.crowncrafts.com as soon as reasonably practicable after such material has been electronically filed with the SEC. These reports are also available without charge on the SEC’s website at www.sec.gov.

3

International Sales

Sales to customers in countries other than the U.S. represented 4% and 3% of the Company’s total gross sales during fiscal years 2022 and 2021, respectively, which included 1% of sales to the customers set forth below that represented at least 10% of the Company’s gross sales during fiscal year 2022. International sales are based upon the location that predominately represents what the Company believes to be the final destination of the products delivered to the Company’s customers.

Company Response to COVID-19

The Company continues to monitor the impact of the COVID-19 pandemic on its supply chain, manufacturing and distribution operations, customers and employees, as well as the U.S. economy in general. However, due to the uncertainty as to the duration and widespread nature of the COVID-19 pandemic, the success rates of the vaccines on COVID-19 and the variants thereof, and the extent to which the vaccines will be accepted and effectively administered, the Company cannot currently predict the long-term impact of the COVID-19 pandemic on its operations and financial results.

On April 19, 2020, the Company executed a Note (the “Note”) in connection with a loan made pursuant to the Paycheck Protection Program (the “PPP Loan”), which is administered by the U.S. Small Business Administration (the “SBA”) under the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) and the Paycheck Protection Program Flexibility Act of 2020. The Note was entered into with CIT Bank, N.A. (the “Lender”) for the principal amount of $1,963,800 and bore a 1.0% interest rate.

As authorized by the provisions of the CARES Act, the Company applied to the Lender for forgiveness of the PPP Loan. The Note would have matured on April 20, 2022, but on May 20, 2021, the PPP Loan was forgiven in full and the SBA remitted to the Lender on that date the principal amount of the Note of $1,963,800 and interest of $21,000 that had accrued from the funding date of April 20, 2020 through the forgiveness date of May 20, 2021. During fiscal year 2022, the Company recorded a gain on extinguishment of debt in the amount of $1,985,000 associated with the forgiveness of the PPP Loan, which has been presented below income from operations in the accompanying consolidated statements of income.

The uncertainties associated with the COVID-19 pandemic include potential adverse effects on the overall economy, the impact on the Company’s supply chain, manufacturing and distribution operations, transportation services, customers and employees, as well as consumer sentiment in general and traffic within the retail stores that carry the Company’s products. The COVID-19 pandemic could adversely affect the Company’s revenues, earnings, liquidity and cash flows and may require significant actions in response, including employee furloughs, closings of Company facilities, expense reductions or discounts of the pricing of the Company’s products, all in an effort to mitigate such effects. Conditions surrounding COVID-19 change rapidly, and additional impacts of which the Company is not currently aware may arise. Based on the operational and financial plans that management has developed, the Company expects to be able to meet its obligations as they become due over the next 12 months.

Competition

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.

Human Capital Resources

As of June 2, 2022, the Company had 126 employees, all of whom are full-time and none of whom is represented by a labor union or is otherwise a party to a collective bargaining agreement. The Company attracts and maintains qualified personnel by paying competitive salaries and benefits and offering opportunities for advancement. The Company considers its relationship with its employees to be good.

Trademarks, Copyrights and Patents

The Company considers its intellectual property to be of material importance to its business. Sales of products marketed under the Company’s trademarks, including NoJo®, Neat Solutions®, Carousel Designs® and Sassy®, accounted for 30% and 38% of the Company’s total gross sales during fiscal years 2022 and 2021, respectively. Protection for these trademarks is obtained through domestic and foreign registrations. The Company also markets designs that are subject to copyrights and design patents owned by the Company.

4

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 a foreign representative office located in Shanghai, China, which is responsible for the coordination of production, purchases and shipments, seeking out new vendors and overseeing inspections for social compliance and quality.

The Company’s products are warehoused and distributed from a leased facility located in Compton, California.

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 2022, which included 33% of sales under the Company’s license agreements with affiliated companies of The Walt Disney Company (“Disney”), which expire as set forth below:

License Agreement	Expiration
Infant Bedding	December 31, 2022
Infant Feeding and Bath	December 31, 2023
Toddler Bedding	December 31, 2023
STAR WARS Toddler Bedding	December 31, 2023

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 in fiscal years 2022 and 2021.

	Fiscal Year
	2022			2021
Walmart Inc.		52	%		43	%
Amazon.com, Inc.		21	%		25	%

Products

The Company’s primary focus is on infant, toddler and juvenile products, including the following:

● infant and toddler bedding

● blankets and swaddle blankets

● nursery and toddler accessories

● room décor

● reusable and disposable bibs

● burp cloths

● hooded bath towels and washcloths

● reusable and disposable placemats and floor mats

● disposable toilet seat covers and changing mats

● developmental toys

● feeding and care goods

● other infant, toddler and juvenile soft goods

5

Seasonality and Inventory Management

There are no significant variations in the seasonal demand for the Company’s products from year to year. Sales are generally higher in periods when customers take initial shipments of new products, as these orders typically include enough products for initial sets for each store and additional quantities for the customer’s distribution centers. The timing of these initial shipments varies by customer and depends on when the customer finalizes store layouts for the upcoming year and whether the customer has any mid-year introductions of products. Sales may also be higher or lower, as the case may be, in periods when customers are restricting internal inventory levels. Customer returns of merchandise shipped are historically less than 1% of gross sales.

Consistent with the expected introduction of specific product offerings, the Company carries necessary levels of inventory to meet the anticipated delivery requirements of its customers. The Company will also typically increase the purchases and inventory levels of its products in the months prior to the Lunar New Year, a celebration beginning in late January to mid-February during which the Company’s contract manufacturers in China cease operations for 2-4 weeks.

Government Regulation and Environmental Control

The Company is subject to various federal, state and local environmental laws and regulations, which regulate, among other things, product safety and the discharge, storage, handling and disposal of a variety of substances and wastes, and to laws and regulations relating to employee safety and health, principally the Occupational Safety and Health Administration Act and regulations thereunder. The Company believes that it currently complies in all material respects with applicable environmental, health and safety laws and regulations and that future compliance with such existing laws or regulations will not have a material adverse effect on its capital expenditures, earnings or competitive position. However, there is no assurance that such requirements will not become more stringent in the future or that the Company will not have to incur significant costs to comply with such requirements.

Product Design and Styling

The Company believes that its creative team is one of its key strengths. The Company’s product designs are primarily created internally and are supplemented by numerous additional sources, including independent artists, decorative fabric manufacturers and apparel designers. Ideas for product design creations are drawn from various sources and are reviewed and modified by the design staff to ensure consistency within the Company’s existing product offerings and the themes and images associated with such existing products. In order to respond effectively to changing consumer preferences, the Company’s designers and stylists attempt to stay abreast of emerging lifestyle trends in color, fashion and design. When designing products under the Company’s various licensed brands, the Company’s designers coordinate their efforts with the licensors’ design teams to provide for a more fluid design approval process and to effectively incorporate the image of the licensed brand into the product. The Company’s designs include traditional, contemporary, textured and whimsical patterns across a broad spectrum of retail price points. Utilizing state of the art computer technology, the Company continually develops new designs throughout the year for all of its product groups. This continual development cycle affords the Company design flexibility, multiple opportunities to present new products to customers and the ability to provide timely responses to customer demands and changing market trends. The Company also creates designs for exclusive sale by certain of its customers under the Company’s brands, as well as the customers’ private label brands.

Sales and Marketing

The Company’s products are marketed through a national sales force consisting of salaried sales executives and employees located in Compton, California; Gonzales, Louisiana; Grand Rapids, Michigan; and Bentonville, Arkansas and by independent commissioned sales representatives located throughout the United States.

6

ITEM 1A. Risk Factors

The following risk factors as well as the other information contained in this Annual Report and other filings made by the Company with the SEC should be considered in evaluating the Company’s business. Additional risks and uncertainties that are not presently known or that are not currently considered material may also impair the Company’s business operations. If any of the following risks actually occur, then operating results may be affected in future periods.

Risks Associated with the Company, Business and Industry

The COVID-19 pandemic may adversely affect the Company’s business operations, employee availability, financial condition, liquidity and cash flow.

Due to the uncertainty as to the duration and widespread nature of the COVID-19 pandemic, the effectiveness of the vaccines on COVID-19 and variants thereof, and the extent to which the vaccines will be administered, the Company cannot currently predict the long-term impact of the COVID-19 pandemic on its operations and financial results.

The uncertainties associated with the COVID-19 pandemic have included adverse effects on the overall economy, the impact on the Company’s supply chain, manufacturing and distribution operations, transportation services, customers and employees, as well as consumer sentiment in general and traffic within the retail stores that carry the Company’s products. The COVID-19 pandemic has led global government authorities to implement numerous public health measures, including quarantines, business closures, travel bans and lockdowns to confront the pandemic. China’s unwavering commitment to controlling the spread of the COVID-19 virus by locking down its largest cities has placed a strain on already-stressed global supply chains. Several of the Company’s customers have experienced financial difficulties as a result of the COVID-19 pandemic. If these difficulties persist, these customers may close their retail stores permanently, reduce orders, file for bankruptcy or liquidate, any of which may negatively impact the Company’s sales. The COVID-19 pandemic could adversely affect the Company’s revenues, earnings, liquidity and cash flows and may require significant actions in response, including employee furloughs, closings of Company facilities, expense reductions or discounts of the pricing of the Company’s products, all in an effort to mitigate such effects. Conditions surrounding COVID-19 change rapidly, and additional impacts of which the Company is not currently aware may arise.

The loss of one or more of the Company’s key customers could result in a material loss of revenues.

The Company’s top two customers represented approximately 73% of gross sales in fiscal year 2022. Although the Company does not enter into contracts with its key customers, it expects its key customers to continue to be a significant portion of its gross sales in the future. The loss of, or a decline in orders from, one or more of these customers could result in a material decrease in the Company’s revenue and operating income.

The loss of one or more of the Company’s licenses could result in a material loss of revenues.

Sales of licensed products represented 40% of the Company’s gross sales in fiscal year 2022, which included 33% of sales associated with the Company’s license agreements with Disney. The Company could experience a material loss of revenues if it is unable to renew its major license agreements or obtain new licenses. The volume of sales of licensed products is inherently tied to the success of the characters, films and other licensed programs of the Company’s licensors. A decline in the popularity of these licensed programs or the inability of the licensors to develop new properties for licensing could also result in a material loss of revenues to the Company. Additionally, the Company’s license agreements with Disney and others require a material amount of minimum guaranteed royalty payments. The failure by the Company to achieve the sales envisioned by the license agreements could result in the payment by the Company of shortfalls in the minimum guaranteed royalty payments, which would adversely impact the Company’s operating results.

The Company’s inability to anticipate and respond to consumers’ tastes and preferences could adversely affect the Company’s revenues.

Sales are driven by consumer demand for the Company’s products. There can be no assurance that the demand for the Company’s products will not decline or that the Company will be able to anticipate and respond to changes in demand related to consumers’ tastes and preferences. The infant and toddler consumer products industry is characterized by the continual development of cutting-edge new products to meet the high standards of parents. The Company’s failure to adapt to these changes or to develop new products could lead to lower sales and excess inventory, which could have a material adverse effect on the Company’s financial condition and operating results.

7

The Company’s business is impacted by general economic conditions and related uncertainties, including a declining birthrate, affecting markets in which the Company operates.

The Company’s growth is largely dependent upon growth in the birthrate, and in particular, the rate of first births. Economic conditions, including the real and perceived threat of a recession, could lead individuals to decide to forgo or delay having children. Even under optimal economic conditions, shifts in demographic trends and preferences could have the consequence of individuals starting to have children later in life and/or having fewer children.  In recent years, the birthrate in the United States has steadily declined. These conditions could result in reduced demand for some of the Company’s products, increased order cancellations and returns, an increased risk of excess and obsolete inventories and increased pressure on the prices of the Company’s products.  Also, although the Company’s use of a commercial factor significantly reduces the risk associated with collecting accounts receivable, such factor may at any time terminate or limit its approval of shipments to a particular customer, and the likelihood of such factor doing so may increase due to a change in economic conditions.  Such an action by the factor could result in the loss of future sales to the affected customer.

Economic conditions could result in an increase in the amounts paid for the Company’s products.

Significant increases in freight costs and the price of raw materials that are components of the Company’s products, including cotton, oil and labor, could adversely affect the amounts that the Company must pay its suppliers for its finished goods. If the Company is unable to pass these cost increases along to its customers, its profitability could be adversely affected.

The Company’s sourcing and marketing operations in foreign countries are subject to anti-corruption laws.

The Company’s foreign operations are subject to laws prohibiting improper payments and bribery, including the U.S. Foreign Corrupt Practices Act and similar laws and regulations in foreign jurisdictions, which apply to the Company’s directors, officers, employees and agents acting on behalf of the Company. Failure to comply with these laws could result in damage to the Company’s reputation, a diversion of management’s attention from its business, increased legal and investigative costs, and civil and criminal penalties, any or all of which could adversely affect the Company’s operating results.

The strength of the Company’s competitors may impact the Company’s ability to maintain and grow its sales, which could decrease the Company’s revenues.

The infant and toddler consumer products industry is highly competitive. The Company competes with a variety of distributors and manufacturers, both branded and private label. The Company’s ability to compete successfully depends principally on styling, price, service to the retailer and continued high regard for the Company’s products and trade names. Several of these competitors are larger than the Company and have greater financial resources than the Company, and some have experienced financial challenges from time to time, including servicing significant levels of debt. Those facing financial pressures could choose to make particularly aggressive pricing decisions in an attempt to increase revenue. The effects of increased competition could result in a material decrease in the Company’s revenues.

The Company’s success is dependent upon retaining key management personnel.

Certain of the Company’s executive management and other key personnel have been integral to the Company’s operations and the execution of its growth strategy. The departure from the Company of one or more of these individuals, along with the inability of the Company to attract qualified and suitable individuals to fill the Company’s open positions, could adversely impact the Company’s growth and operating results.

The Company may need to write down or write off inventory.

If product programs end before the inventory is completely sold, then the remaining inventory may have to be sold at less than carrying value. The market value of certain inventory items could drop to below carrying value after a decline in sales, at the end of programs, or when management makes the decision to exit a product group. Such inventory would then need to be written down to the lower of carrying or market value, or possibly completely written off, which would adversely affect the Company’s operating results.

8

The Company could experience losses associated with its intellectual property.

The Company relies upon the fair interpretation and enforcement of patent, copyright, trademark and trade secret laws in the U.S., similar laws in other countries, and agreements with employees, customers, suppliers, licensors and other parties. Such reliance serves to establish and maintain the intellectual property rights associated with the products that the Company develops and sells. However, the laws and courts of certain countries at times do not protect intellectual property rights or respect contractual agreements to the same extent as the laws of the U.S. Therefore, in certain jurisdictions the Company may not be able to protect its intellectual property rights against counterfeiting or enforce its contractual agreements with other parties. Specifically, as discussed above, the Company sources its products primarily from foreign contract manufacturers, with the largest concentration being in China. Article VII of the National Intelligence Law of China requires every commercial entity in China, by simple order of the Chinese government, to act as an agent of the government by committing espionage, technology theft, or whatever else the government deems to be in the national interest of China. Finally, a party could claim that the Company is infringing upon such party’s intellectual property rights, and claims of this type could lead to a civil complaint. An unfavorable outcome in litigation involving intellectual property could result in any or all of the following: (i) civil judgments against the Company, which could require the payment of royalties on both past and future sales of certain products, as well as plaintiff’s attorneys’ fees and other litigation costs; (ii) impairment charges of up to the carrying value of the Company’s intellectual property rights; (iii) restrictions on the ability of the Company to sell certain of its products; (iv) legal and other costs associated with investigations and litigation; and (v) adverse effects on the Company’s competitive position.

Recalls or product liability claims could increase costs or reduce sales.

The Company must comply with the Consumer Product Safety Improvement Act, which imposes strict standards to protect children from potentially harmful products and which requires that the Company’s products be tested to ensure that they are within acceptable levels for lead and phthalates. The Company must also comply with related regulations developed by the Consumer Product Safety Commission and similar state regulatory authorities. The Company’s products could be subject to involuntary recalls and other actions by these authorities, and concerns about product safety may lead the Company to voluntarily recall, accept returns or discontinue the sale of select products. Product liability claims could exceed or fall outside the scope of the Company’s insurance coverage. Recalls or product liability claims could result in decreased consumer demand for the Company’s products, damage to the Company’s reputation, a diversion of management’s attention from its business and increased customer service and support costs, any or all of which could adversely affect the Company’s operating results.

Changes in international trade regulations and other risks associated with foreign trade could adversely affect the Company’s sourcing.

The Company sources its products primarily from foreign contract manufacturers, with the largest concentration being in China. Difficulties encountered by these suppliers, such as fires, accidents, natural disasters, outbreaks of infectious diseases (including the COVID-19 pandemic) and the instability inherent in operating within an authoritarian political structure, could halt or disrupt production and shipment of the Company’s products. The Chinese government could make allegations against the Company of corruption or antitrust violations, or could adopt regulations related to the manufacture of products within China, including quotas, duties, taxes and other charges or restrictions on the exportation of goods produced in China.

In response to Russia’s invasion of Ukraine, the U.S. government and more than 30 allied countries across the world have levied coordinated and wide-ranging economic sanctions against Russia. If similar sanctions were levied against China, up to and including a ban on the importation of goods manufactured in China, then the Company could be forced to source its products from suppliers in other countries.

Any of these actions could result in an increase in the cost of the Company’s products, if the Company was even in a position to maintain the current sourcing of its products. Also, an arbitrary strengthening of the Chinese currency versus the U.S. Dollar could increase the prices at which the Company purchases finished goods. In addition, changes in U.S. customs procedures or delays in the clearance of goods through customs could result in the Company being unable to deliver goods to customers in a timely manner or the potential loss of sales altogether. The occurrence of any of these events could adversely affect the Company’s profitability.

9

The Company could experience adjustments to its effective tax rate or its prior tax obligations, either of which could adversely affect its results of operations.

The Company is subject to income taxes in the many jurisdictions in which it operates, including the U.S., several U.S. states and China. At any particular point in time, several tax years are subject to general examination or other adjustment by these various jurisdictions. In August 2020, the Company received notification from the Franchise Tax Board of the State of California (the “FTB”) of its intention to examine the Company’s claims for refund made in connection with California consolidated income tax returns that the Company had filed for the fiscal years ended April 2, 2017, April 1, 2018 and March 31, 2019. In February 2021, the Company was notified by the U.S. Internal Revenue Service that they had selected for examination the Company’s original and amended federal consolidated income tax returns for the fiscal year ended April 2, 2017. The ultimate resolution of these examinations could include administrative or legal proceedings. Although the Company believes that the calculations and positions taken on its original and amended filed returns are reasonable and justifiable, negotiations or litigation leading to the final outcome of any examination could result in an adjustment to the position that the Company has taken. Such adjustment could result in further adjustment to one or more income tax returns for other jurisdictions, or to income tax returns for prior or subsequent tax 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 operating results.

The Company’s provision for income taxes is based on its effective tax rate, which in any given financial statement period could fluctuate based on changes in tax laws or regulations, changes in the mix and level of earnings by taxing jurisdiction, changes in the amount of certain expenses within the consolidated statements of income that will never be deductible on the Company’s income tax returns and certain charges deducted on the Company’s income tax returns that are not included within the consolidated statements of income. These changes could cause fluctuations in the Company’s effective tax rate either on an absolute basis, or in relation to varying levels of the Company’s pre-tax income. Such fluctuations in the Company’s effective tax rate could adversely affect its results of operations.

Customer pricing pressures could result in lower selling prices, which could negatively affect the Company’s operating results.

The Company’s customers could place pressure on the Company to reduce the prices of its products. The Company continuously strives to stay ahead of its competition in sourcing, which allows the Company to obtain lower cost products while maintaining high standards for quality. There can be no assurance that the Company could respond to a decrease in sales prices by proportionately reducing its costs, which could adversely affect the Company’s operating results.

Disruptions to the Company’s information technology systems could negatively affect the Company’s results of operations.

The Company’s operations are highly dependent upon computer hardware and software systems, including customized information technology systems and cloud-based applications. The Company also employs third-party systems and software that are integral to its operations. These systems are vulnerable to cybersecurity incidents, including disruptions and security breaches, which can result from unintentional events or deliberate attacks by insiders or third parties, such as cybercriminals, competitors, nation-states, computer hackers and other cyber terrorists. The Company faces an evolving landscape of cybersecurity threats in which evildoers use a complex array of means to perpetrate attacks, including the use of stolen access credentials, malware, ransomware, phishing, structured query language injection attacks and distributed denial-of-service attacks.

The Company has implemented security measures to securely maintain confidential and proprietary information stored on the Company’s information systems and continually invests in maintaining and upgrading the systems and applications to mitigate these risks. There is no assurance that these measures and technology will adequately prevent an intrusion or that a third party that is relied upon by the Company will not suffer an intrusion, that unauthorized individuals will not gain access to confidential or proprietary information or that any such incident will be timely detected and effectively countered. A significant data security breach could result in negative consequences, including a disruption to the Company’s operations and substantial remediation costs, such as liability for stolen assets or information, repairs of system damage, and incentives to customers or other business partners in an effort to maintain relationships after an attack. An assault against the Company’s information technology infrastructure could also lead to other adverse impacts to its results of operations such as increased future cybersecurity protection costs, which may include the costs of making organizational changes, deploying additional personnel and protection technologies, and engaging third-party experts and consultants.

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A significant disruption to the Company’s distribution network or to the timely receipt of inventory could adversely impact sales or increase transportation costs, which would decrease the Company’s profits.

Nearly all of the Company’s products are imported from China into the Port of Long Beach in Southern California. There are many links in the distribution chain, including the availability of ocean freight, cranes, dockworkers, containers, tractors, chassis and drivers. The timely receipt of the Company’s products is also dependent upon efficient operations at the Port of Long Beach. Any shortages in the availability of any of these links or disruptions in port operations, including strikes, lockouts or other work stoppages or slowdowns, could cause bottlenecks and other congestion in the distribution network, which could adversely impact the Company’s ability to obtain adequate inventory on a timely basis and result in lost sales, increased transportation costs and an overall decrease of the Company’s profits.

General Risk Factors

The Company’s ability to successfully identify, consummate and integrate acquisitions, divestitures and other significant transactions could have an adverse impact on the Company’s financial results, business and prospects.

As part of its business strategy, the Company has made acquisitions of businesses, divestitures of businesses and assets, and has entered into other transactions to further the interests of the Company’s business and its stockholders. Risks associated with such activities include the following, any of which could adversely affect the Company’s financial results:

● The active management of acquisitions, divestitures and other significant transactions requires varying levels of Company resources, including the efforts of the Company’s key management personnel, which could divert attention from the Company’s ongoing business operations.

● The Company may not fully realize the anticipated benefits and expected synergies of any particular acquisition or investment, or may experience a prolonged timeframe for realizing such benefits and synergies.

● Increased or unexpected costs, unanticipated delays or failure to meet contractual obligations could make acquisitions and investments less profitable or unprofitable.

● The failure to retain executive management members and other key personnel of the acquired business that may have been integral to the operations and the execution of the growth strategy of the acquired business.

The Company’s debt covenants may affect its liquidity or limit its ability to pursue acquisitions, incur debt, make investments, sell assets or complete other significant transactions.

The Company’s credit facility contains usual and customary covenants regarding significant transactions, including restrictions 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. Unless waived by the Company’s lender, these covenants could limit the Company’s ability to pursue opportunities to expand its business operations, respond to changes in business and economic conditions and obtain additional financing, or otherwise engage in transactions that the Company considers beneficial.

The Company’s ability to comply with its credit facility is subject to future performance and other factors.

The Company’s ability to make required payments of principal and interest on its debts, to refinance its maturing indebtedness, to fund capital expenditures or to comply with its debt covenants will depend upon future performance. The Company’s future performance is, to a certain extent, subject to general economic, financial, competitive, legislative, regulatory and other factors beyond its control. The breach of any of the debt covenants could result in a default under the Company’s credit facility. Upon the occurrence of an event of default, the Company’s lender could make an immediate demand of the amount outstanding under the credit facility. If a default was to occur and such a demand was to be made, there can be no assurance that the Company’s assets would be sufficient to repay the indebtedness in full.

A stockholder could lose all or a portion of his or her investment in the Company.

The Company’s common stock has historically experienced a degree of price variability, and the price could be subject to rapid and substantial fluctuations. The Company’s common stock has also historically been thinly traded, a circumstance that exists when there is a relatively small volume of buy and sell orders for the Company’s common stock at any given point in time. In such situations, a stockholder may be unable to liquidate his or her position in the Company’s common stock at the desired price. Also, as an equity investment, a stockholder’s investment in the Company is subordinate to the interests of the Company’s creditors, and a stockholder could lose all or a substantial portion of his or her investment in the Company in the event of a bankruptcy filing or liquidation.

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ITEM 1B. Unresolved Staff Comments

None.

ITEM 2. Properties

Each of the Company’s facilities are rented under leases that expire on various dates through fiscal year 2026, including 157,400 square feet at a warehouse and distribution facility located in Compton, California under a lease that expires May 31, 2023 and 15,598 square feet at the Company’s headquarters facility located in Gonzales, Louisiana under a lease that expires January 31, 2026. In addition, several employees of the Company perform their respective job functions from remote locations for which no rent is paid. Management believes that its properties are suitable for the purposes for which they are used, are in generally good condition and provide adequate capacity for current and anticipated future operations. The table below sets forth certain information regarding the Company's principal real property as of the close of business on June 2, 2022.

Location	Use	Approximate Square Feet	Owned/ Leased
Gonzales, Louisiana	Administrative and sales office	15,598	Leased
Compton, California	Offices, warehouse and distribution center	157,400	Leased
Grand Rapids, Michigan	Product design offices	3,600	Leased
Shanghai, People’s Republic of China	Office	1,912	Leased

ITEM 3. Legal Proceedings

The Company is, from time to time, involved in various legal proceedings relating to claims arising in the ordinary course of its business. Neither the Company nor any of its subsidiaries is a party to any such legal proceeding the outcome of which, individually or in the aggregate, is expected to have a material adverse effect on the Company’s financial position, results of operations or cash flows.

ITEM 4. Mine Safety Disclosures

Not applicable.

PART II

ITEM 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

The Company's common stock is traded on the Nasdaq Capital Market under the symbol “CRWS”. As of June 2, 2022, there were 152 record holders of the Company’s common stock.

The Company has historically paid cash dividends. The Company’s payment of dividends is and will continue to be restricted by or subject to, among other limitations, applicable provisions of federal and state laws, the Company’s earnings and various business considerations, including the Company’s financial condition, results of operations, cash flow, level of capital expenditures, future business prospects and such other matters as the Board deems relevant. The Company’s credit facility permits the Company to pay cash dividends on its common stock without limitation, provided there is no default under the credit facility before or as a result of the payment of such dividends.

For information regarding securities of the Company that have been authorized for issuance under equity compensation plans, refer to “Securities Authorized for Issuance under Equity Compensation Plans” in Item 12, Part III. of this Annual Report.

ITEM 6. Reserved

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ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Objective

The following discussion and analysis is intended to provide material information relevant to an assessment of the Company’s financial condition and results of operations, as well as an evaluation of the amounts and certainty of cash flows from operations and from outside sources. This discussion and analysis is further intended to provide details concerning material events and uncertainties known to management that are reasonably likely to cause reported financial information to not be necessarily indicative of future operating results or future financial condition. This data includes descriptions and amounts of matters that have had a material impact on reported operations, as well as matters that management has assessed to be reasonably likely to have a material impact on future operations. Management expects that this discussion and analysis will enhance a reader’s understanding of the Company’s financial condition, results of operations, cash flows, liquidity and capital resources. This discussion and analysis should be read in conjunction with the consolidated financial statements and notes thereto included elsewhere in this Annual Report.

Results of Operations

The following table contains results of operations for fiscal years 2022 and 2021 and the dollar and percentage changes for those periods (in thousands, except percentages).

							Change
	2022			2021			$			%
Net sales by category:
Bedding, blankets and accessories	$	45,341		$	47,036		$	(1,695	)		-3.6	%
Bibs, bath, developmental toy, feeding, baby care and disposable products		42,019			32,128			9,891			30.8	%
Total net sales		87,360			79,164			8,196			10.4	%
Cost of products sold		64,052			55,067			8,985			16.3	%
Gross profit		23,308			24,097			(789	)		-3.3	%
% of net sales		26.7	%		30.4	%
Marketing and administrative expenses		13,002			14,218			(1,216	)		-8.6	%
% of net sales		14.9	%		18.0	%
Loss from impairment of long-lived assets		-			2,234			(2,234	)		-100.0	%
Interest expense - net of interest income		50			(83	)		133			-160.2	%
Gain on extinguishment of debt		1,985			-			1,985
Other expense (income) - net		(85	)		5			(90	)		-1800.0	%
Income tax expense		2,408			1,642			766			46.7	%
Net income		9,918			6,081			3,837			63.1	%
% of net sales		11.4	%		7.7	%

Net Sales:

Sales of $87.4 million for 2022 were $8.2 million higher than 2021, an increase of 10.4%. Sales of bibs, bath, developmental toys, feeding, baby care and disposable products increased by $9.9 million, which was partially offset by a decrease of $1.7 million in sales of bedding, blankets and accessories, which included a decrease of $3.5 million due to the closure of Carousel. The increases in sales are partially due to a strong new modular set and higher replenishment orders at a major retailer. Also, in advance of the expectation that shipments to customers from the Company’s Compton warehouse would be suspended during the first days of April 2022 due to the Company’s annual count of its inventory, customers were encouraged to place their orders earlier than they ordinarily would have. In this manner, approximately $700,000 of sales were “shifted” from fiscal year 2023 into fiscal year 2022. Finally, the results for fiscal 2022 also include an additional week compared with fiscal 2021, as the Company operated under a 53-week calendar for fiscal 2022. These increases were somewhat offset by declines in sales to online retailers as consumers have begun to return to stores.

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Gross Profit:

Gross profit decreased by $789,000 and decreased from 30.4% of net sales for 2021 to 26.7% of net sales for 2022. The closure of Carousel resulted in a $2.2 million decrease in gross profit, which in fiscal year 2022 included the sale of inventory below cost and the recognition of charges of $334,000 associated with the settlement with a supplier of a commitment to purchase fabric and $265,000 associated with the liquidation of Carousel’s remaining inventory upon the closure of the business. The Company’s gross profit was also adversely impacted in fiscal year 2022 by increases in costs across the entire supply chain.

Marketing and Administrative Expenses:

Marketing and administrative expenses decreased by $1.2 million, and decreased from 18.0% of net sales for fiscal year 2021 to 14.9% of net sales for fiscal year 2022. The decrease in amount included lower charges incurred by Carousel of $2.1 million for fiscal year 2022 as compared with fiscal year 2021.

Loss from Impairment of Long-Lived Assets:

The Company recognized a loss of $2.2 million from the impairment of Carousel’s long-lived assets during the fiscal year ended March 28, 2021, and did not recognize such a loss during the fiscal year ended April 3, 2022. The loss from impairment did not result in any cash expenditures and did not have an adverse effect on the covenant calculations under the Company’s financing agreement with The CIT Group/Commercial Services, Inc. (“CIT”), a subsidiary of CIT Group Inc.

Gain on Extinguishment of Debt:

During fiscal year 2022, the Company recorded a gain on extinguishment of debt in the amount of $1,985,000 associated with the forgiveness of the PPP Loan, which has been presented below income from operations in the accompanying consolidated statements of income, and did not record such a gain during fiscal year 2021.

Income Tax Expense:

The Company’s provision for income taxes is based upon an annual effective tax rate (“ETR”) on continuing operations, which was 20.1% and 24.0% during fiscal years ended April 3, 2022 and March 28, 2021, respectively.

Management evaluates items of income, deductions and credits reported on the Company’s various federal and state income tax returns filed and recognizes the effect of positions taken on those income tax returns only if those positions are more likely than not to be sustained. The Company applies the provisions of accounting guidelines requiring a minimum recognition threshold that a tax benefit must meet before being recognized in the financial statements. Recognized income tax positions are measured at the largest amount that has a greater than 50% likelihood of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.

After considering all relevant information regarding the calculation of the state portion of its income tax provision, the Company believes that the technical merits of the tax position that the Company has taken with respect to state apportionment percentages would more likely than not be sustained. However, the Company also realizes that the ultimate resolution of such tax position could result in a tax charge that is more than the amount realized based upon the application of the tax position taken. Therefore, the Company’s measurement regarding the tax impact of the revised state apportionment percentages resulted in the Company recording discrete reserves for unrecognized tax liabilities during fiscal years 2022 and 2021 of $59,000 and $88,000, respectively, in the accompanying consolidated statements of income.

In December 2016, the Company was notified by the FTB of its intention to examine the Company’s claims for refund made in connection with amended consolidated income tax returns that the Company had filed. On January 10, 2021, the Company’s California consolidated income tax returns for the fiscal year ended April 3, 2016 became closed to examination or other adjustment. Accordingly, the Company reversed the reserve for an unrecognized tax liability that it had previously recorded for that fiscal year, which resulted in the recognition of a discrete income tax benefit of $233,000 during the fiscal year ended March 28, 2021 in the accompanying consolidated statements of income.

During the fiscal years ended April 3, 2022 and March 28, 2021, the Company recorded discrete income tax benefits of $34,000 and $74,000, respectively, to reflect the aggregate effect of certain tax credits claimed on its consolidated federal income tax returns.

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During the fiscal years ended April 3, 2022 and March 28, 2021, the Company recorded discrete income tax benefits of $83,000 and $12,000, respectively, to reflect the effects during the periods of the excess tax benefits from the exercise of stock options and the vesting of non-vested stock.

The ETR on continuing operations and the discrete income tax charges and benefits discussed above contributed to an overall provision for income taxes of 19.5% and 21.3% for fiscal years 2022 and 2021, respectively.

Known Trends and Uncertainties

The Company’s financial results are closely tied to sales to the Company’s top two customers, which represented approximately 73% of the Company’s gross sales in fiscal year 2022. A significant downturn experienced by either or both of these customers could lead to decreased sales.

During fiscal years 2022 and 2021, the Company at times faced higher costs associated with the Company’s sourcing activities in China, including freight and higher duties on some products. Future increases in these costs could adversely affect the profitability of the Company if it cannot pass the cost increases along to its customers in the form of price increases or if the timing of price increases does not closely match the cost increases.

Due to the uncertainties associated with the duration and widespread nature of the COVID-19 pandemic, the effectiveness of the vaccines on COVID-19 and variants thereof, and the extent to which the vaccines will be administered, the Company cannot currently predict the long-term impact on its operations and financial results. The uncertainties associated with the COVID-19 pandemic include potential adverse effects on the overall economy, the impact on the Company’s supply chain, manufacturing and distribution operations, transportation services, customers and employees and consumer sentiment in general. The COVID-19 pandemic, and the government and private sector responses thereto, has negatively impacted certain of the Company’s customers who have been forced to temporarily close retail stores or have seen a significant decline in their sales. As a result, the Company experienced a decrease in sales to these customers beginning in March 2020. This decrease, however, has been somewhat offset by higher sales to other customers and sales in other channels, such as e-commerce. The Company cannot predict with certainty when or if these customers will reopen their retail stores or if demand from consumers will return to the same level as it was prior to the COVID-19 pandemic. If the Company’s customers experience financial difficulties as a result of the COVID-19 pandemic, such difficulties may cause them to close their retail stores permanently, reduce orders, file for bankruptcy or liquidate, any of which may negatively impact the Company’s sales.

The COVID-19 pandemic has led global government authorities to implement numerous public health measures, including quarantines, business closures, travel bans and lockdowns to confront the pandemic. China’s unwavering commitment to controlling the spread of the COVID-19 virus by locking down its largest cities has placed a strain on already-stressed global supply chains. On the other side of the Pacific Ocean, the Company’s supply chain has also been disrupted because nearly all of the Company’s products are imported from China into the Port of Long Beach in California. A global shortage of shipping containers, primarily caused by the COVID-19 pandemic, combined with the belated return of dockworkers to ports worldwide, have led to shipping delays and vessels being backed up in the Pacific Ocean awaiting the opportunity to dock at the Port in Long Beach. These conditions have resulted in significant inflation in overall freight costs and increased interruptions in the receipt of the Company’s products. The Company could experience even higher freight costs in future operating periods.

The Company continues to monitor the impact of the COVID-19 pandemic on its supply chain, manufacturing and distribution operations, customers and employees, as well as the U.S. economy in general. The COVID-19 pandemic could adversely affect the Company’s revenues, earnings, liquidity and cash flows and may require significant actions in response, including employee furloughs, closings of Company facilities, expense reductions or discounts of the pricing of the Company’s products, all in an effort to mitigate such effects. Conditions surrounding COVID-19 change rapidly, and additional impacts of which the Company is not currently aware may arise.

For an additional discussion of trends, uncertainties and other factors that could impact the Company’s operating results, refer to “Risk Factors” in Item 1A, Part I. of this Annual Report.

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Financial Position, Liquidity and Capital Resources

Net cash provided by operating activities decreased from $8.7 million for the fiscal year ended March 28, 2021 to $8.3 million for the fiscal year ended April 3, 2022. The Company in the current year experienced an increase in its accounts receivable balances that was $2.4 million higher than the increase in the prior year; the Company recognized a non-cash loss of $2.2 million from the impairment of Carousel’s long-lived assets in the prior year that did not occur in the current year; and the Company recognized a gain on extinguishment of debt of $1,985,000 that was associated with the forgiveness of the PPP Loan in the current year that did not occur in the prior year. As offsets to these decreases in cash provided by operating activities, the Company in the current year experienced an increase in its net income that was $3.8 million higher than in the prior year; and the Company experienced an increase in its inventory balances that was $2.3 million lower than the increase in the prior year.

Net cash used in investing activities was $733,000 in fiscal year 2021 compared with $490,000 in fiscal year 2022. The decrease in fiscal year 2022 was due to payments in the current year for expenditures for property, plant and equipment that were $202,000 lower than the prior year, and $41,000 in proceeds from the sale of property, plant and equipment in the current year that did not occur in the prior year.

Net cash used in financing activities was $7.7 million in fiscal year 2021 compared with $6.8 million in fiscal year 2022. The Company made net repayments under its revolving line of credit of $2.6 million in the prior year that did not occur in the current year; the Company made purchases of treasury stock in the prior year that were $2.4 million higher than in the current year, primarily related to a cash payment of $1.9 million made to acquire shares of the Company’s common stock in the prior year from E. Randall Chestnut, the Company’s then Chief Executive Officer, that did not occur in the current year. Offsetting these increases in cash used in financing activities were proceeds of the PPP Loan received in the prior year of $1,963,800 that did not occur in the current year, and dividend payments that were $1.7 milion higher in the current year than in the prior year.

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 the availability on its revolving line of credit will be adequate to meet its liquidity needs.

The Company’s credit facility at April 3, 2022 consisted of a revolving line of credit under a financing agreement with CIT of up to $26.0 million, which includes a $1.5 million sub-limit for letters of credit, bearing interest at the rate of prime minus 0.5% or LIBOR plus 1.75%, and which is secured by a first lien on all assets of the Company. On May 13, 2021, the Company and CIT entered into an agreement whereby CIT’s lien on Carousel’s assets was automatically released upon the sale of such assets.

The financing agreement was scheduled to mature on July 11, 2022, but on May 31, 2021 the financing agreement was amended to extend the maturity date to July 11, 2025 and to change the interest rates to prime minus 1.0% or LIBOR plus 1.5%, effective as of May 31, 2021. The financing agreement was also amended on June 2, 2022 to transition from the LIBOR reference rate to the Secured Overnight Financing Rate (“SOFR”) plus 1.6%. As of April 3, 2022, the Company had elected to pay interest on balances owed under the revolving line of credit, if any, under the LIBOR option, which was 1.95% as of April 3, 2022. The financing agreement also provides for the payment by CIT to the Company of interest on daily negative balances, if any, held by CIT at the rate of prime as of the beginning of the calendar month minus 2.0%, which was 1.5% as of April 3, 2022.

As of April 3, 2022 and March 28, 2021, there was no balance owed on the revolving line of credit, there was no letter of credit outstanding and $26.0 million 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 believes it was in compliance with these covenants as of April 3, 2022.

To reduce its exposure to credit losses, the Company assigns substantially all of its trade accounts receivable to CIT pursuant to factoring agreements, which have expiration dates that are coterminous with that of the financing agreement described above. Under the terms of the factoring agreements, CIT remits customer payments to the Company as such payments are received by CIT.

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 consolidated statements of income, were $344,000 and $291,000 during fiscal years 2022 and 2021, respectively.

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Critical Accounting Policies and Estimates

The Company prepares its financial statements to conform with accounting principles generally accepted in the U.S. (“GAAP”) as promulgated by the Financial Accounting Standards Board (“FASB”). 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.

Use of Estimates: The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated balance sheets and the reported amounts of revenues and expenses during the reporting period. The listing below, while not inclusive of all of the Company's accounting policies, sets forth those accounting policies which the Company's management believes embody the most significant judgments due to the uncertainties affecting their application and the likelihood that materially different amounts would be reported under different conditions or using different assumptions.

Revenue Recognition: Revenue is recognized upon the satisfaction of all contractual performance obligations and the transfer of control of the products sold to the customer. The majority of the Company’s sales consists of single performance obligation arrangements for which the transaction price for a given product sold is equivalent to the price quoted for the product, net of any stated discounts applicable at a point in time. Each sales transaction results in an implicit contract with the customer to deliver a product as directed by the customer. Shipping and handling costs that are charged to customers are included in net sales, and the Company’s costs associated with shipping and handling activities are included in cost of products sold.

A provision for anticipated returns, which are based upon historical returns and claims, is provided through a reduction of net sales and cost of products sold in the reporting period within which the related sales are recorded. Actual returns and claims experienced in a future period may differ from historical experience, and thus, the Company’s provision for anticipated returns at any given point in time may be over-funded or under-funded. The Company recognizes revenue associated with unredeemed store credits and gift certificates at the earlier of their redemption by customers, their expiration or when their likelihood of redemption becomes remote, which is generally two years from the date of issuance.

Revenue from sales made directly to consumers is recorded when the shipped products have been received by customers, and excludes sales taxes collected on behalf of governmental entities. Revenue from sales made to retailers is recorded when legal title has been passed to the customer based upon the terms of the customer’s purchase order, the Company’s sales invoice, or other associated relevant documents. Such terms usually stipulate that legal title will pass when the shipped products are no longer under the control of the Company, such as when the products are picked up at the Company’s facility by the customer or by a common carrier. Payment terms can vary from prepayment for sales made directly to consumers to payment due in arrears (generally, 60 days of being invoiced) for sales made to retailers.

Allowances Against Accounts Receivable: Revenue from sales made to retailers is reported net of allowances for anticipated returns and other allowances, including cooperative advertising allowances, warehouse allowances, placement fees, volume rebates, coupons and discounts. Such allowances are recorded commensurate with sales activity or using the straight-line method, as appropriate, and the cost of such allowances is netted against sales in reporting the results of operations. The provision for the majority of the Company’s allowances occurs on a per-invoice basis. When a customer requests to have an agreed-upon deduction applied against the customer’s outstanding balance due to the Company, the allowances are correspondingly reduced to reflect such payments or credits issued against the customer’s account balance. The Company analyzes the components of the allowances for customer deductions monthly and adjusts the allowances to the appropriate levels. Although the timing of funding requests for advertising support can cause the net balance in the allowance account to fluctuate from period to period, such timing has no impact on the consolidated statements of income since such costs are accrued commensurate with sales activity or using the straight-line method, as appropriate.

Valuation of Long-Lived Assets and Identifiable Intangible Assets: In addition to the systematic annual depreciation and amortization of the Company’s fixed assets and identifiable intangible assets, the Company reviews for impairment long-lived assets and identifiable intangible assets whenever events or changes in circumstances indicate that the carrying amount of any asset may not be recoverable. An impairment loss must be recognized if the carrying amount of a long-lived asset group is not recoverable and exceeds its fair value. Assets to be disposed of, if any, are recorded at the lower of net book value or fair market value, less estimated costs to sell at the date management commits to a plan of disposal, and are classified as assets held for sale on the consolidated balance sheets. Actual results could differ materially from those estimates.

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Inventory Valuation: On a periodic basis, management reviews its inventory quantities on hand for obsolescence, physical deterioration, changes in price levels and the existence of quantities on hand which may not reasonably be expected to be sold within the Company’s normal operating cycle. To the extent that any of these conditions is believed to exist or the market value of the inventory expected to be realized in the ordinary course of business is otherwise no longer as great as its carrying value, an allowance against the inventory value is established. To the extent that this allowance is established or increased during an accounting period, an expense is recorded in cost of products sold in the Company's consolidated statements of income. Only when inventory for which an allowance has been established is later sold or is otherwise disposed is the allowance reduced accordingly. Significant management judgment is required in determining the amount and adequacy of this allowance.

In the event that actual results differ from management's estimates or these estimates and judgments are revised in future periods, the Company may not fully realize the carrying value of its inventory or may need to establish additional allowances, either of which could materially impact the Company's financial position and results of operations.

ITEM 8. Financial Statements and Supplementary Data

See pages 22 and F-1 through F-21 of this Annual Report.

ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Not applicable.

ITEM 9A. Controls and Procedures

Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports filed under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. As of the end of the period covered by this Annual Report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based upon and as of the date of that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective.

Management’s Annual Report on Internal Control over Financial Reporting

The Company’s management is responsible for establishing and maintaining for the Company adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act (“ICFR”). With the participation of the Chief Executive Officer and the Chief Financial Officer, management conducted an evaluation of the effectiveness of ICFR based on the framework and the criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management has concluded that ICFR was effective as of April 3, 2022.

The Company’s internal control system has been designed to provide reasonable assurance to the Company’s management and the Board regarding the reliability of financial reporting and the preparation and fair presentation of financial statements in accordance with GAAP. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only a reasonable, rather than absolute, assurance that the Company’s financial statements are free of any material misstatement, whether caused by error or fraud.

Changes in Internal Control over Financial Reporting

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the Company’s ICFR as required by Rule 13a-15(d) under the Exchange Act and, in connection with such evaluation, determined that no changes occurred during the Company’s fiscal quarter ended April 3, 2022 that have materially affected, or are reasonably likely to materially affect, the Company’s ICFR.

18

ITEM 9B. Other Information

The Company’s financing agreement with CIT was amended on June 2, 2022 to transition from the LIBOR reference rate to SOFR plus 1.6%.

On June 7, 2022, the Employment Agreement between the Company and Olivia W. Elliott, a member of the Board and the Company’s President and Chief Executive Officer, was amended to reflect that she is serving as President and Chief Executive Officer and to remove the provisions that entitled her to terminate her employment and receive severance in the event of a change in control if at the time of the change in control, or during the 150-day period thereafter, E. Randall Chestnut, formerly the Company’s Chairman, President and Chief Executive Officer, is no longer employed by the Company.  Effective May 1, 2022, Mr. Chestnut retired from the Company and resigned his position as a director of, and all other positions he held with, the Company.

ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

PART III

ITEM 10. Directors, Executive Officers and Corporate Governance

The information with respect to the Company’s directors and executive officers will be set forth in the Company’s Proxy Statement for the Annual Meeting of Stockholders to be held in 2022 (the “Proxy Statement”) under the captions “Proposal 1 – Election of Director” and “Executive Compensation – Executive Officers” and is incorporated herein by reference. The information with respect to Item 406 of Regulation S-K will be set forth in the Proxy Statement under the caption “Corporate Governance – Code of Business Conduct and Ethics; Code of Conduct for Directors” and is incorporated herein by reference. The information with respect to Item 407 of Regulation S-K will be set forth in the Proxy Statement under the captions “Corporate Governance – Board Committees” and “Report of the Audit Committee” and is incorporated herein by reference.

ITEM 11. Executive Compensation

The information set forth under the captions “Executive Compensation” and “Corporate Governance – Compensation Committee Interlocks and Insider Participation” in the Proxy Statement is incorporated herein by reference.

ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information set forth under the caption “Security Ownership of Certain Beneficial Owners and Management” in the Proxy Statement is incorporated herein by reference.

19

Securities Authorized for Issuance under Equity Compensation Plans

The table below sets forth information regarding shares of the Company’s common stock that may be issued upon the exercise of options, warrants and other rights granted to employees, consultants or directors under all of the Company’s existing equity compensation plans as of April 3, 2022.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted- average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans
Equity compensation plans approved by security holders:
2006 Omnibus Incentive Plan	62,500	$7.62	0
2014 Omnibus Equity Compensation Plan	573,000	$7.37	0
2021 Incentive Plan	0	0	972,335

ITEM 13. Certain Relationships and Related Transactions, and Director Independence

The information set forth under the captions “Corporate Governance – Director Independence” and “Certain Relationships and Related Transactions” in the Proxy Statement is incorporated herein by reference.

ITEM 14. Principal Accountant Fees and Services

The information set forth under the caption “Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm” in the Proxy Statement is incorporated herein by reference.

20

PART IV

ITEM 15. Exhibits and Financial Statement Schedules

(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 April 3, 2022 and March 28, 2021

- Consolidated Statements of Income for the Fiscal Years Ended April 3, 2022 and March 28, 2021

- Consolidated Statements of Changes in Shareholders' Equity for the Fiscal Years Ended April 3, 2022 and March 28, 2021

- Consolidated Statements of Cash Flows for the Fiscal Years Ended April 3, 2022 and March 28, 2021

- 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 22

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.

21

SCHEDULE II

CROWN CRAFTS, INC. AND SUBSIDIARIES

ANNUAL REPORT ON FORM 10-K

	Valuation and Qualifying Accounts
Column A	Column B		Column C		Column D		Column E
	Balance at Beginning		Charged to				Balance at End of
	of Period		Expenses		Deductions		Period
	(in thousands)
Accounts Receivable Valuation Accounts:
Year Ended March 28, 2021
Allowance for customer deductions	$	530	$	4,726	$	4,533	$	723
Year Ended April 3, 2022
Allowance for customer deductions	$	723	$	6,052	$	5,830	$	945

22

(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
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	—	Bylaws of the Company, as amended and restated through November 15, 2016. (19)
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. (28)
4.7*	—	Form of Incentive Stock Option Grant Agreement. (29)
4.8*	—	Form of Nonstatutory Stock Option Grant Agreement. (29)
4.9*	—	Form of Restricted Stock Grant Agreement. (29)
4.10*	—	Form of Performance Share Grant Agreement (effective February 23, 2022). (30)
4.11	—	Description of Capital Stock (32)
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)

23

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. (20)
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. (21)
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. (22)
10.19*	—	Employment Agreement dated January 18, 2019 by and between NoJo Baby & Kids, Inc. and Donna Sheridan. (23)
10.20	—	Note dated as of April 19, 2020 made by the Company in favor of CIT Bank, N.A. (24)
10.21	—	Conditional Consent to Paycheck Protection Program Loan dated as of April 19, 2020 by and between the Company, Sassy Baby, Inc., Carousel Designs, LLC, NoJo Baby & Kids, Inc. and The CIT Group/Commercial. (24)
10.22*	—	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. (31)
10.23*	—	Employment Agreement dated February 22, 2021 by and between the Company and Craig Demarest. (25)
10.24*	—	Letter Agreement regarding Employment Agreement dated February 22, 2021 by and between the Company and Craig Demarest. (27)
10.25	—	Liquidation Agreement dated as of May 13, 2021 by and among the Company, NoJo Baby & Kids, Inc., Sassy Baby, Inc., Carousel Designs, LLC and The CIT Group/Commercial Services, Inc. (27)
10.26	—	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. (26)
10.27*	—	Performance Share Award Certificate, dated March 1, 2022, between the Company and Olivia W. Elliott. (30)
10.28*	—	Performance Share Award Certificate, dated March 1, 2022, between the Company and Donna E. Sheridan. (30)
10.29*	—	Amendment to Employment Agreement dated June 7, 2022 by and between the Company and Olivia W. Elliott. (32)

24

10.30	—	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. (32)
14.1	—	Code of Ethics. (2)
21.1	—	Subsidiaries of the Company. (32)
23.1	—	Consent of KPMG LLP. (32)
31.1	—	Rule 13a-14(a)/15d-14(a) Certification by the Company’s Chief Executive Officer. (32)
31.2	—	Rule 13a-14(a)/15d-14(a) Certification by the Company’s Chief Financial Officer. (32)
32.1	—	Section 1350 Certification by the Company’s Chief Executive Officer. (33)
32.2	—	Section 1350 Certification by the Company’s Chief Financial Officer. (33)
101	—	The following information from the Registrant’s Annual Report on Form 10-K for the fiscal year ended April 3, 2022, 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 November 16, 2016.

(20) Incorporated herein by reference to Registrant’s Current Report on Form 8-K dated August 7, 2017.

(21) Incorporated herein by reference to Registrant’s Current Report on Form 8-K dated December 18, 2017.

(22) Incorporated herein by reference to Registrant’s Quarterly Report on Form 10-Q for the quarter ended July 1, 2018.

(23) Incorporated herein by reference to Registrant’s Current Report on Form 8-K dated January 22, 2019.

(24) Incorporated herein by reference to Registrant’s Current Report on Form 8-K dated April 23, 2020.

(25) Incorporated herein by reference to Registrant’s Current Report on Form 8-K dated February 22, 2021.

(26) Incorporated herein by reference to Registrant’s Current Report on Form 8-K dated June 3, 2021.

(27) Incorporated herein by reference to Registrant’s Annual Report on Form 10-K for the fiscal year ended March 28, 2021.

(28) Incorporated herein by reference to Appendix A to the Registrant’s Definitive Proxy Statement on Schedule 14A filed on June 28, 2021.

(29) Incorporated herein by reference to Registrant’s Current Report on Form 8-K dated August 11, 2021.

(30) Incorporated herein by reference to Registrant’s Current Report on Form 8-K/A dated March 1, 2022.

(31) Incorporated herein by reference to Registrant’s Current Report on Form 8-K dated April 15, 2022.

(32) Filed herewith.

(33) Furnished herewith.

25

ITEM 16. Form 10-K Summary

Not applicable.

26

ITEM 8. Financial Statements and Supplementary Data

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Audited Financial Statements:
Report of Independent Registered Public Accounting Firm (KPMG LLP , Baton Rouge, LA, Auditor Firm ID: 185)	F-1
Consolidated Balance Sheets as of April 3, 2022 and March 28, 2021	F-3
Consolidated Statements of Income for the Fiscal Years Ended April 3, 2022 and March 28, 2021	F-4
Consolidated Statements of Changes in Shareholders' Equity for the Fiscal Years Ended April 3, 2022 and March 28, 2021	F-5
Consolidated Statements of Cash Flows for the Fiscal Years Ended April 3, 2022 and March 28, 2021	F-6
Notes to Consolidated Financial Statements	F-7

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors
Crown Crafts, Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Crown Crafts, Inc. and subsidiaries (the Company) as of April 3, 2022 and March 28, 2021, the related consolidated statements of income, changes in shareholders’ equity, and cash flows for each of the years in the two-year period ended April 3, 2022, and the related notes and financial statement schedule II (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of April 3, 2022 and March 28, 2021, and the results of its operations and its cash flows for each of the years in the two-year period ended April 3, 2022, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Reserve for unrecognized tax liabilities

As discussed in Notes 2 and 10 to the consolidated financial statements, the Company has recorded a reserve for unrecognized tax liabilities relating to California state income taxes, excluding associated interest and penalties, of $567 thousand. The Company recognizes tax positions when it is more likely than not that the tax position will be sustained on examination based on the technical merits of the position.  Recognized income tax positions are measured at the largest amount that has a greater than 50 percent likelihood of being realized.

We identified the evaluation of the Company’s reserve for unrecognized tax liabilities relating to California state income taxes as a critical audit matter. Subjective auditor judgment was required to evaluate the Company’s interpretations of the tax law and regulations, court rulings and settlements used by the Company to identify and determine the uncertain tax positions. Additionally, specialized skills and knowledge were required in evaluating the Company’s estimate of the ultimate resolution of the tax positions.

F-1

The following are the primary procedures we performed to address the critical audit matter. We involved tax professionals with specialized skills and knowledge, who assisted in:

● evaluating the Company’s estimate of the ultimate resolution of the tax position taken by the Company

● inspecting correspondence and settlements from taxing authorities and analyzing the expiration of statutes of limitation

● evaluating the Company’s assessment of tax positions based on tax law, regulations, and other authoritative guidance with respect to expiration of statute of limitations and reserve additions.

/s/ KPMG LLP

We have served as the Company’s auditor since 2009.

Baton Rouge, Louisiana

June 8, 2022

F-2

CROWN CRAFTS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

APRIL 3, 2022 AND MARCH 28, 2021

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

	April 3, 2022			March 28, 2021
ASSETS
Current assets:
Cash and cash equivalents	$	1,598		$	613
Accounts receivable (net of allowances of $945 at April 3, 2022 and $723 at March 28, 2021):
Due from factor		21,093			18,604
Other		2,133			734
Inventories		20,653			20,335
Prepaid expenses		1,031			1,184
Total current assets		46,508			41,470
Operating lease right of use assets		2,423			4,068
Property, plant and equipment - at cost:
Vehicles		182			171
Leasehold improvements		425			425
Machinery and equipment		3,581			3,152
Furniture and fixtures		367			345
Property, plant and equipment - gross		4,555			4,093
Less accumulated depreciation		3,198			2,635
Property, plant and equipment - net		1,357			1,458
Finite-lived intangible assets - at cost:
Customer relationships		7,374			7,374
Other finite-lived intangible assets		4,266			4,266
Finite-lived intangible assets - gross		11,640			11,640
Less accumulated amortization		8,986			8,477
Finite-lived intangible assets - net		2,654			3,163
Goodwill		7,125			7,125
Deferred income taxes		-			706
Other		88			92
Total Assets	$	60,155		$	58,082
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	6,375		$	5,539
Accrued wages and benefits		2,196			2,216
Accrued royalties		462			410
Dividends payable		827			800
Operating lease liabilities, current		1,832			1,802
Other accrued liabilities		94			215
Current maturities of long-term debt		-			1,964
Total current liabilities		11,786			12,946
Non-current liabilities:
Deferred income taxes		1,020			-
Operating lease liabilities, noncurrent		809			2,641
Reserve for unrecognized tax liabilities		739			630
Total non-current liabilities		2,568			3,271
Shareholders' equity:
Common stock - $0.01 par value per share; Authorized 40,000,000 shares at April 3, 2022 and March 28, 2021; Issued 12,944,918 shares at April 3, 2022 and 12,809,753 shares at March 28, 2021		129			128
Additional paid-in capital		55,925			54,748
Treasury stock - at cost - 2,864,698 shares at April 3, 2022 and 2,811,446 shares at March 28, 2021		(15,614	)		(15,202	)
Retained Earnings		5,361			2,191
Total shareholders' equity		45,801			41,865
Total Liabilities and Shareholders' Equity	$	60,155		$	58,082

See notes to consolidated financial statements.

F-3

CROWN CRAFTS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

FISCAL YEARS ENDED APRIL 3, 2022 AND MARCH 28, 2021

(amounts in thousands, except per share amounts)

	2022			2021
Net sales	$	87,360		$	79,164
Cost of products sold		64,052			55,067
Gross profit		23,308			24,097
Marketing and administrative expenses		13,002			14,218
Loss from impairment of long-lived assets		-			2,234
Income from operations		10,306			7,645
Other (expense) income:
Interest expense - net of interest income		(50	)		83
Gain on extinguishment of debt		1,985			-
Gain (Loss) on sale of property, plant and equipment		18			(4	)
Other - net		67			(1	)
Income before income tax expense		12,326			7,723
Income tax expense		2,408			1,642
Net income	$	9,918		$	6,081
Weighted average shares outstanding:
Basic		10,055			10,144
Effect of dilutive securities		29			6
Diluted		10,084			10,150
Earnings per share:
Basic	$	0.99		$	0.60
Diluted	$	0.98		$	0.60

See notes to consolidated financial statements.

F-4

CROWN CRAFTS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

FISCAL YEARS ENDED APRIL 3, 2022 AND MARCH 28, 2021

	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)
Balances - March 29, 2020		12,603,301	$	126		(2,436,494	)	$	(12,408	)	$	53,610	$	1,108		$	42,436
Issuance of shares		206,452		2		-			-			744		-			746
Stock-based compensation		-		-		-			-			394		-			394
Acquisition of treasury stock		-		-		(374,952	)		(2,794	)		-		-			(2,794	)
Net income		-		-		-			-			-		6,081			6,081
Dividend declared on common stock - $0.49 per share		-		-		-			-			-		(4,998	)		(4,998	)
Balances - March 28, 2021		12,809,753	$	128		(2,811,446	)	$	(15,202	)	$	54,748	$	2,191		$	41,865
Issuance of shares		135,165		1		-			-			343		-			344
Stock-based compensation		-		-		-			-			834		-			834
Acquisition of treasury stock		-		-		(53,252	)		(412	)		-		-			(412	)
Net income		-		-		-			-			-		9,918			9,918
Dividends declared on common stock - $0.67 per share		-		-		-			-			-		(6,748	)		(6,748	)
Balances - April 3, 2022		12,944,918	$	129		(2,864,698	)	$	(15,614	)	$	55,925	$	5,361		$	45,801

See notes to consolidated financial statements.

F-5

CROWN CRAFTS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FISCAL YEARS ENDED APRIL 3, 2022 AND MARCH 28, 2021

(amounts in thousands)

	2022			2021
Operating activities:
Net income	$	9,918		$	6,081
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of property, plant and equipment		652			741
Amortization of intangibles		509			790
Amortization of right of use assets		1,762			1,893
Deferred income taxes		1,726			(267	)
Gain on extinguishment of debt		(1,985	)		-
Loss from impairment of long-lived assets		-			2,234
(Gain) loss on sale of property, plant and equipment		(18	)		4
Reserve for unrecognized tax liabilities		109			(91	)
Stock-based compensation		834			394
Changes in assets and liabilities:
Accounts receivable		(3,888	)		(1,535	)
Inventories		(318	)		(2,603	)
Prepaid expenses		153			40
Other assets		4			3
Lease liabilities		(1,919	)		(1,800	)
Accounts payable		793			2,519
Accrued liabilities		(68	)		335
Net cash provided by operating activities		8,264			8,738
Cash used in investing activities:
Capital expenditures for property, plant and equipment		(531	)		(733	)
Proceeds from sale of property, plant and equipment		41			-
Net cash used in investing activities		(490	)		(733	)
Financing activities:
Repayments under revolving line of credit		(25,158	)		(22,290	)
Borrowings under revolving line of credit		25,158			19,712
Proceeds from long-term debt		-			1,964
Purchase of treasury stock from related parties		(412	)		(2,794	)
Issuance of common stock		344			746
Dividends paid		(6,721	)		(5,012	)
Net cash used in financing activities		(6,789	)		(7,674	)
Net increase in cash and cash equivalents		985			331
Cash and cash equivalents at beginning of period		613			282
Cash and cash equivalents at end of period	$	1,598		$	613
Supplemental cash flow information:
Income taxes paid	$	1,948		$	1,972
Interest paid		18			21
Noncash activities:
Property, plant and equipment purchased but unpaid		(43	)		(47	)
Dividends declared but unpaid		(827	)		(800	)

See notes to consolidated financial statements.

F-6

Crown Crafts, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 1 – Description of Business

Crown Crafts, Inc. (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 two of its wholly-owned subsidiaries, Sassy Baby, Inc. (“Sassy”) and NoJo Baby & Kids, Inc. (“NoJo”) 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 and blankets, bibs, soft bath products, disposable products, developmental toys and accessories. Sales of the Company’s products are generally made directly to retailers, such as mass merchants, large chain stores, mid-tier retailers, juvenile specialty stores, value channel stores, grocery and drug stores, restaurants, wholesale clubs and internet-based retailers. The Company’s products are marketed under a variety of Company-owned trademarks, under trademarks licensed from others and as private label goods.

The Company's fiscal year ends on the Sunday nearest to or on March 31. References herein to “fiscal year 2022” or “2022” represent the 53-week period ended April 3, 2022 and references herein to “fiscal year 2021” or “2021” represent the 52-week period ended March 28, 2021.

During fiscal 2021 and the first 54 days of fiscal 2022, the Company also operated indirectly through Carousel Designs, LLC (“Carousel”), a wholly-owned subsidiary that manufactured and marketed infant and toddler bedding directly to consumers online from a facility in Douglasville, Georgia. On May 21, 2021, the Company ceased the operations of Carousel.

Note 2 - Summary of Significant Accounting Policies

Basis of Presentation: The accompanying consolidated financial statements include the accounts of the Company and have been prepared pursuant to accounting principles generally accepted in the U.S. (“GAAP”) as promulgated by the Financial Accounting Standards Board (“FASB”). 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.

Use of Estimates: The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated balance sheets and the reported amounts of revenues and expenses during the periods presented on the consolidated statements of income and cash flows. Significant estimates are made with respect to:

● Allowances related to accounts receivable for customer deductions for returns, allowances and disputes,

● Inventory reserves for discontinued finished goods, and

● A reserve for unrecognized tax liabilities in respect of the tax impact of state apportionment percentages.

Actual results could differ materially from these estimates.

Cash and Cash Equivalents: The Company’s credit facility consists of a revolving line of credit under a financing agreement with The CIT Group/Commercial Services, Inc. (“CIT”), a subsidiary of CIT Group Inc. The Company classifies a negative balance outstanding under this revolving line of credit as cash and cash equivalents, as these amounts are legally owed to the Company and are immediately available to be drawn upon by the Company. There are no compensating balance requirements or other restrictions on the transfer of amounts associated with the Company’s depository accounts.

Financial Instruments: For short-term instruments such as cash and cash equivalents, accounts receivable and accounts payable, the Company uses carrying value as a reasonable estimate of fair value.

Segments and Related Information: The Company operates primarily in one principal segment, infant and toddler products. These products consist of infant and toddler bedding and blankets, bibs, soft bath products, disposable products, developmental and bath toys and accessories. Net sales of bedding, blankets and accessories and net sales of bibs, bath and disposable products for the fiscal years ended April 3, 2022 and March 28, 2021 are as follows (in thousands):

	2022		2021
Bedding, blankets and accessories	$	45,341	$	47,036
Bibs, bath, developmental toy, feeding, baby care and disposable products		42,019		32,128
Total net sales	$	87,360	$	79,164

F- 7

 

Revenue Recognition: Revenue is recognized upon the satisfaction of all contractual performance obligations and the transfer of control of the products sold to the customer. The majority of the Company’s sales consists of single performance obligation arrangements for which the transaction price for a given product sold is equivalent to the price quoted for the product, net of any stated discounts applicable at a point in time. Each sales transaction results in an implicit contract with the customer to deliver a product as directed by the customer. Shipping and handling costs that are charged to customers are included in net sales, and the Company’s costs associated with shipping and handling activities are included in cost of products sold.

A provision for anticipated returns, which are based upon historical returns and claims, is provided through a reduction of net sales and cost of products sold in the reporting period within which the related sales are recorded. Actual returns and claims experienced in a future period may differ from historical experience, and thus, the Company’s provision for anticipated returns at any given point in time may be over-funded or under-funded.

The Company recognizes revenue associated with unredeemed store credits and gift certificates at the earlier of their redemption by customers, their expiration or when their likelihood of redemption becomes remote, which is generally two years from the date of issuance. Revenue from sales made directly to consumers is recorded when the shipped products have been received by customers, and excludes sales taxes collected on behalf of governmental entities. Revenue from sales made to retailers is recorded when legal title has been passed to the customer based upon the terms of the customer’s purchase order, the Company’s sales invoice, or other associated relevant documents. Such terms usually stipulate that legal title will pass when the shipped products are no longer under the control of the Company, such as when the products are picked up at the Company’s facility by the customer or by a common carrier. Payment terms can vary from prepayment for sales made directly to consumers to payment due in arrears (generally, 60 days of being invoiced) for sales made to retailers.

Allowances Against Accounts Receivable: Revenue from sales made to retailers is reported net of allowances for anticipated returns and other allowances, including cooperative advertising allowances, warehouse allowances, placement fees, volume rebates, coupons and discounts. Such allowances are recorded commensurate with sales activity or using the straight-line method, as appropriate, and the cost of such allowances is netted against sales in reporting the results of operations. The provision for the majority of the Company’s allowances occurs on a per-invoice basis. When a customer requests to have an agreed-upon deduction applied against the customer’s outstanding balance due to the Company, the allowances are correspondingly reduced to reflect such payments or credits issued against the customer’s account balance. The Company analyzes the components of the allowances for customer deductions monthly and adjusts the allowances to the appropriate levels. Although the timing of funding requests for advertising support can cause the net balance in the allowance account to fluctuate from period to period, such timing has no impact on the consolidated statements of income since such costs are accrued commensurate with sales activity or using the straight-line method, as appropriate.

Uncollectible Accounts: To reduce the exposure to credit losses and to enhance the predictability of its cash flows, the Company assigns substantially all of its receivables under factoring agreements with CIT. In the event a factored receivable becomes uncollectible due to creditworthiness, CIT bears the risk of loss. The Company recognizes revenue net of the amount that is expected to be uncollectible on accounts receivable, if any, that are not assigned under the factoring agreements with CIT. The Company’s management makes estimates of the uncollectiblity of its non-factored accounts receivable by specifically analyzing the accounts receivable, historical bad debts, customer concentrations, customer creditworthiness, current economic trends and changes in its customers’ payment terms.

Credit Concentration: The Company’s accounts receivable at April 3, 2022 amounted to $23.2 million, net of allowances of $945,000. Of this amount, $21.1 million was due from CIT under the factoring agreements; an additional amount of $1.5 million was due from CIT as a negative balance outstanding under the revolving line of credit. The combined amount of $22.6 million represents the maximum loss that the Company could incur if CIT failed completely to perform its obligations under the factoring agreements and the revolving line of credit. The Company’s accounts receivable at March 28, 2021 amounted to $19.3 million, net of allowances of $723,000. Of this amount, $18.6 million was due from CIT under the factoring agreements; an additional amount of $602,000 was due from CIT as a negative balance outstanding under the revolving line of credit. The combined amount of $19.2 million represented the maximum loss that the Company could have incurred if CIT failed completely to perform its obligations under the factoring agreements and the revolving line of credit.

Other Accrued Liabilities: Other accrued liabilities amounted to $94,000 and $215,000 at April 3, 2022 and March 28, 2021, respectively. Of these amounts, $35,000 and $85,000, respectively, reflected unearned revenue recorded for payments from customers that were received before the products ordered were received by the customers, and as of March 28, 2021, $14,000 and $6,000 reflected reserves for customer returns and unredeemed store credits and gift certificates, respectively.

F- 8

 

Inventory Valuation: The preparation of the Company's financial statements requires careful determination of the appropriate value of the Company's inventory balances. Such amounts are presented as a current asset in the accompanying consolidated balance sheets and are a direct determinant of cost of products sold in the accompanying consolidated statements of income and, therefore, have a significant impact on the amount of net income reported in the accounting periods. The basis of accounting for inventories is cost, which includes the direct supplier acquisition cost, duties, taxes and freight, and the indirect costs to design, develop, source and store the product until it is sold. Once cost has been determined, the Company’s inventory is then stated at the lower of cost or net realizable value, with cost determined using the first-in, first-out (“FIFO”) method, which assumes that inventory quantities are sold in the order in which they are acquired.

The determination of the indirect charges and their allocation to the Company’s finished goods inventories is complex and requires significant management judgment and estimates. If management made different judgments or utilized different estimates, then differences would result in the valuation of the Company’s inventories and in the amount and timing of the Company’s cost of products sold and the resulting net income for the reporting period.

On a periodic basis, management reviews its inventory quantities on hand for obsolescence, physical deterioration, changes in price levels and the existence of quantities on hand which may not reasonably be expected to be sold within the Company’s normal operating cycle. To the extent that any of these conditions is believed to exist or the market value of the inventory expected to be realized in the ordinary course of business is otherwise no longer as great as its carrying value, an allowance against the inventory value is established. To the extent that this allowance is established or increased during an accounting period, an expense is recorded in cost of products sold in the Company’s consolidated statements of income. Only when inventory for which an allowance has been established is later sold or is otherwise disposed is the allowance reduced accordingly. Significant management judgment is required in determining the amount and adequacy of this allowance. In the event that actual results differ from management’s estimates or these estimates and judgments are revised in future periods, the Company may not fully realize the carrying value of its inventory or may need to establish additional allowances, either of which could materially impact the Company’s financial position and results of operations.

Leases: The Company capitalizes most of its operating lease obligations as right-of-use assets and recognizes corresponding liabilities. The Company elects to use the practical expedient that permits the Company to exclude short-term agreements of less than 12 months from capitalization. The Company is a party to various operating leases for offices, warehousing facilities and certain office equipment. The leases expire at various dates, have varying options to renew and cancel, and may contain escalation provisions. The Company recognizes as expense non-variable lease payments ratably over the lease term. The key estimates for the Company’s leases include the discount rate used to discount the unpaid lease payment to present value and the lease term. The Company’s leases generally do not include a readily determinable implicit rate; therefore, management determined the incremental borrowing rate to discount the lease payment based on the information available at lease commencement. For purposes of such estimates, a lease term includes the noncancellable period under the applicable lease.

Depreciation and Amortization: The accompanying consolidated balance sheets reflect property, plant and equipment, and certain intangible assets at cost less accumulated depreciation or amortization. The Company capitalizes additions and improvements and expenses maintenance and repairs as incurred. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets, which are three to eight years for property, plant and equipment, and five to twenty years for intangible assets other than goodwill. The Company amortizes improvements to its leased facilities over the term of the lease or the estimated useful life of the asset, whichever is shorter.

Patent Costs: The Company incurs certain legal and related costs in connection with patent applications. The Company capitalizes such costs to be amortized over the expected life of the patent to the extent that an economic benefit is anticipated from the resulting patent or an alternative future use is available to the Company. The Company also capitalizes legal and other costs incurred in the protection or defense of the Company’s patents when it is believed that the future economic benefit of the patent will be maintained or increased and a successful defense is probable. Capitalized patent defense costs are amortized over the remaining expected life of the related patent. The Company’s assessment of future economic benefit of its patents involves considerable management judgment, and a different conclusion could result in a material impairment charge up to the carrying value of these assets.

Valuation of Long-Lived Assets and Identifiable Intangible Assets: In addition to the depreciation and amortization procedures set forth above, the Company reviews for impairment long-lived asset groups and certain identifiable intangible asset groups whenever events or changes in circumstances indicate that the carrying amount of any asset group may not be recoverable. In the event of an impairment, the asset is written down to its fair value.

Royalty Payments: The Company has entered into 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 consolidated statements of income and amounted to $6.0 million and $5.7 million for fiscal years 2022 and 2021, respectively.

F- 9

 

Provision for Income Taxes: The Company’s provision for income taxes includes all currently payable federal, state, local and foreign taxes and is based upon the Company’s effective tax rate, which is based on the Company’s pre-tax income, as adjusted for certain expenses within the consolidated statements of income that will never be deductible on the Company’s tax returns and certain charges expected to be deducted on the Company’s tax returns that will never be deducted on the consolidated statements of income, multiplied by the statutory tax rates for the various jurisdictions in which the Company operates and reduced by certain anticipated tax credits. 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; taxable years open to examination as of April 3, 2022 were the fiscal years ended April 3, 2022, March 28, 2021, March 29, 2020, March 31, 2019, April 1, 2018 and April 2, 2017.

Management evaluates items of income, deductions and credits reported on the Company’s various federal and state income tax returns filed and recognizes the effect of positions taken on those income tax returns only if those positions are more likely than not to be sustained. The Company applies the provisions of accounting guidelines that require a minimum recognition threshold that a tax benefit must meet before being recognized in the financial statements. Recognized income tax positions are measured at the largest amount that has a greater than 50% likelihood of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.

After considering all relevant information regarding the calculation of the state portion of its income tax provision, the Company believes that the technical merits of the tax position that the Company has taken with respect to state apportionment percentages would more likely than not be sustained. However, the Company also realizes that the ultimate resolution of such tax position could result in a tax charge that is more than the amount realized based upon the application of the tax position taken. Therefore, the Company’s measurement regarding the tax impact of the revised state apportionment percentages resulted in the Company recording discrete reserves for unrecognized tax liabilities during fiscal years 2022 and 2021 of $59,000 and $88,000, respectively, in the accompanying consolidated statements of income.

The Company’s policy is to accrue interest expense and penalties as appropriate on any estimated unrecognized tax liabilities as a charge to interest expense in the Company’s consolidated statements of income. During fiscal years 2022 and 2021, the Company accrued $50,000 and $56,000, respectively, for interest expense and penalties on the portion of the unrecognized tax liabilities for which the relevant statute of limitations remained unexpired.

In August 2020, the Company was notified by the Franchise Tax Board of the State of California (the “FTB”) of its intention to examine the Company’s California consolidated income tax returns for the fiscal years ended March 31, 2019, April 1, 2018 and April 2, 2017. Further, in February 2021, the Company was notified by the U.S. Internal Revenue Service of its intention to examine the Company’s original and amended federal consolidated income tax returns for the fiscal year ended April 2, 2017. The ultimate resolution of these examinations could include administrative or legal proceedings. Although management believes that the calculations and positions taken on these consolidated income tax returns and all other filed income tax returns are reasonable and justifiable, the outcome of these or any other 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.

Advertising Costs: The Company’s advertising costs are primarily associated with cooperative advertising arrangements with certain of the Company’s customers and are recognized using the straight-line method based upon aggregate annual estimated amounts for these customers, with periodic adjustments to the actual amounts of authorized agreements. Advertising expense is included in marketing and administrative expenses in the consolidated statements of income and amounted to $408,000 and $1.3 million for fiscal years 2022 and 2021, respectively.

Earnings Per Share: The Company calculates basic earnings per share by using a weighted average of the number of shares outstanding during the reporting periods. Diluted shares outstanding are calculated in accordance with the treasury stock method, which assumes that the proceeds from the exercise of all exercisable options would be used to repurchase shares at market value. The net number of shares issued after the exercise proceeds are exhausted represents the potentially dilutive effect of the exercisable options, which are added to basic shares to arrive at diluted shares.

Reclassifications: The Company has classified certain prior year information to conform to the amounts presented in the
current year. None of the changes impact the Company’s previously reported financial position or results of operations.

F- 10

 

Recently-Issued Accounting Standards: In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, the objective of which is to provide financial statement users with more information about the expected credit losses on financial instruments and other commitments to extend credit held by an entity. Current GAAP requires an “incurred loss” methodology for recognizing credit losses that delays recognition until it is probable that a loss has been incurred. Because this methodology restricted the recognition of credit losses that are expected, but did not yet meet the “probable” threshold, ASU No. 2016-13 was issued to require the consideration of a broader range of reasonable and supportable information when determining estimates of credit losses.

ASU No. 2016-13 is to be applied using a modified retrospective approach, and the ASU could have been early-adopted in the fiscal year that began after December 15, 2018. When issued, ASU No. 2016-13 was required to be adopted no later than the fiscal year beginning after December 15, 2019, but on November 15, 2019, the FASB issued ASU No. 2019-10, Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates, which provided for the deferral of the effective date of ASU No. 2016-13 for registrants that are a smaller reporting company to the first interim period of the fiscal year beginning after December 15, 2022. Accordingly, the Company intends to adopt ASU No. 2016-13 effective as of April 3, 2023. Although the Company has not determined the full impact of the adoption of ASU No. 2016-13, because the Company assigns the majority of its trade accounts receivable under factoring agreements with CIT, the Company does not believe that the adoption of the ASU will have a significant impact on the Company’s financial position, results of operations and related disclosures.

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740) – Simplifying the Accounting for Income Taxes, the objective of which was to simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The ASU amended the FASB ASC in order to improve the consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending the existing guidance. The amendments contained in ASU No. 2019-12 were required to be adopted for public entities in the first interim period of the fiscal year beginning after December 15, 2020. Accordingly, the Company adopted ASU No. 2019-12 effective as of March 29, 2021, which did not have a significant impact on the Company’s financial position, results of operations and related disclosures.

The Company has determined that all other ASU’s issued which had become effective as of June 2, 2022, 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 3 – Inventories

Major classes of inventory were as follows (in thousands):

	April 3, 2022		March 28, 2021
Raw Materials	$	28	$	453
Work in Process		-		19
Finished Goods		20,625		19,863
Total inventory	$	20,653	$	20,335

F- 11

Note 4 – Carousel Designs

During fiscal 2021 and the first 54 days of fiscal 2022, Carousel manufactured and marketed infant and toddler bedding directly to consumers online from a facility in Douglasville, Georgia. During the Company’s review for impairment of its long-lived asset groups and certain identifiable intangible asset groups as of March 28, 2021, management evaluated Carousel’s history of operating and cash flow losses and concluded that such losses were likely to continue. The Company developed the fair value of each of Carousel’s long-lived asset groups by using a combination of income, cost and market approaches. The result of this evaluation was management’s determination that the carrying value of Carousel’s long-lived asset group exceeded its fair value, which required the Company to impair Carousel’s long-lived asset group to its fair value and to recognize a related loss from the impairment of Carousel’s long-lived asset group during the fiscal year ended March 28, 2021, as follows (in thousands):

									Impairment
	Amounts as of March 28, 2021								Loss
			Accumulated						Fiscal
	Gross		Depreciation		Carrying		Fair Value		Year
	Amount		or Amortization		Value		Amount		2021
Property, plant and equipment
Vehicle	$	21	$	16	$	5	$	-	$	5
Leasehold improvements		5		4		1		-		1
Machinery and equipment		1,173		577		596		24		572
Total property, plant and equipment		1,199		597		602		24		578
Amortizable intangible assets:
Tradename		1,100		269		831		-		831
Developed technology		1,100		403		697		-		697
Non-compete covenants		360		264		96		-		96
Total amortizable intangible assets		2,560		936		1,624		-		1,624
Operating lease liabilities, current		32		-		32		-		32
Total long-lived assets	$	3,791	$	1,533	$	2,258	$	24	$	2,234

On May 5, 2021, the Company’s Board of Directors (the “Board”) approved the closure of Carousel due to its high costs, declining sales and operating and cash flow losses, as well as management’s determination that, due to post-COVID-19 competitive pressures in the infant, toddler and juvenile products segment within the consumer products industry, such losses were likely to continue. Accordingly, the operations of Carousel ceased on May 21, 2021.

During the fiscal year ended April 3, 2022, Carousel experienced a gross loss of $689,000, which was the result of the sale of inventory below cost and the recognition of charges of $334,000 related to the settlement with a supplier of a commitment to purchase fabric and $265,000 associated with the liquidation of Carousel’s remaining inventory upon the closure of the business.

Note 5 - Financing Arrangements

Factoring Agreements: To reduce its exposure to credit losses, the Company assigns substantially all of its trade accounts receivable to CIT 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.

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, 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 consolidated statements of income, were $344,000 and $291,000 during fiscal years 2022 and 2021, respectively. There were no advances on the factoring agreements at April 3, 2022 or March 28, 2021.

Credit Facility: The Company’s credit facility at April 3, 2022 consisted of a revolving line of credit under a financing agreement of up to $26.0 million, which includes a $1.5 million sub-limit for letters of credit, bearing interest at the rate of prime minus 0.5% or LIBOR plus 1.75%, and which is secured by a first lien on all assets of the Company. On May 13, 2021, the Company and CIT entered into an agreement whereby CIT’s lien on Carousel’s assets was automatically released upon the sale of such assets.

F- 12

 

The financing agreement was scheduled to mature on July 11, 2022, but on May 31, 2021 the financing agreement was amended to extend the maturity date to July 11, 2025 and to change the interest rates to prime minus 1.0% or LIBOR plus 1.5%, effective as of May 31, 2021. The financing agreement was also amended on June 2, 2022 to transition from the LIBOR reference rate to the Secured Overnight Financing Rate (“SOFR”) plus 1.6%. As of April 3, 2022, the Company had elected to pay interest on balances owed under the revolving line of credit, if any, under the LIBOR option, which was 1.95% as of April 3, 2022. The financing agreement also provides for the payment by CIT to the Company of interest on daily negative balances, if any, held by CIT at the rate of prime as of the beginning of the calendar month minus 2.0%, which was 1.5% as of April 3, 2022.

As of April 3, 2022 and March 28, 2021, there was no balance owed on the revolving line of credit, there was no letter of credit outstanding and $26.0 million 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 believes it was in compliance with these covenants as of April 3, 2022.

Paycheck Protection Program Loan: On April 19, 2020, the Company executed a Note (the “Note”) in connection with a loan made pursuant to the Paycheck Protection Program (the “PPP Loan”), which is administered by the U.S. Small Business Administration (the “SBA”) under the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) and the Paycheck Protection Program Flexibility Act of 2020. The Note was entered into with CIT Bank, N.A. (the “Lender”) for the principal amount of $1,963,800 and bore a 1.0% interest rate.

As authorized by the provisions of the CARES Act, the Company applied to the Lender for forgiveness of the PPP Loan. The Note would have matured on April 20, 2022, but on May 20, 2021, the PPP Loan was forgiven in full and the SBA remitted to the Lender on that date the principal amount of the Note of $1,963,800 and interest of $21,000 that had accrued from the funding date of April 20, 2020 through the forgiveness date of May 20, 2021. During 2022, the Company recorded a gain on extinguishment of debt in the amount of $1,985,000 associated with the forgiveness of the PPP Loan, which has been presented below income from operations in the accompanying consolidated statements of income. Because the Note was forgiven during the fiscal year ending April 3, 2022, it was classified a current liability in the accompanying consolidated balance sheet as of March 28, 2021.

Note 6 – Retirement Plan

The Company sponsors a defined contribution retirement savings plan with a cash or deferred arrangement (the “401(k) Plan”), as provided by Section 401(k) of the Internal Revenue Code (“Code”). The 401(k) Plan covers substantially all employees, who may elect to contribute a portion of their compensation to the 401(k) Plan, subject to maximum amounts and percentages as prescribed in the Code. Each calendar year, the Board determines the portion, if any, of employee contributions that will be matched by the Company. For calendar years 2022, 2021 and 2020, the Board established the employer matching contributions at 100% of the first 2% of employee contributions and 50% of the next 3% of employee contributions to the 401(k) Plan. If an employee separates from the Company prior to the full vesting of the funds in their account, then the unvested portion of the matching employer amount in their account is forfeited when the employee receives a distribution from their account. The Company utilizes such forfeitures as an offset to the aggregate matching contributions. The Company's matching contributions to the 401(k) Plan, net of the utilization of forfeitures, were $289,000 and $266,000 for fiscal years 2022 and 2021, respectively.

Note 7 – Goodwill, Customer Relationships and Other Intangible Assets

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, blankets and accessories and another that produces and markets infant and toddler bibs, developmental toys, bath care and disposable products. The goodwill of the reporting units of the Company as of April 3, 2022 and March 28, 2021 amounted to $30.0 million, which is reflected in the accompanying consolidated balance sheets net of accumulated impairment charges of $22.9 million, for a net reported balance of $7.1 million.

F- 13

 

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 March 29, 2021, the Company performed the annual measurement for impairment of the goodwill of its reporting units and concluded that the estimated fair value of each of the Company’s reporting units exceeded their carrying values, and thus the goodwill of the Company’s reporting units was not impaired as of that date.

Other Intangible Assets: Other intangible assets as of April 3, 2022 and March 28, 2021consisted primarily of the fair value of identifiable assets acquired in business combinations other than tangible assets and goodwill. The gross amount and accumulated amortization of the Company’s other intangible assets as of April 3, 2022 and March 28, 2021, the amortization expense for fiscal years ended April 3, 2022 and March 28, 2021 and the classification of such amortization expense within the accompanying consolidated statements of income are as follows (in thousands):

									Amortization Expense
	Gross Amount				Accumulated Amortization				Fiscal Year Ended
	April 3,		March 28,		April 3,		March 28,		April 3,		March 28,
	2022		2021		2022		2021		2022		2021
Tradename and trademarks	$	2,567	$	2,567	$	1,885	$	1,722	$	163	$	244
Developed technology		-		-		-		-		-		110
Non-compete covenants		98		98		98		93		5		79
Patents		1,601		1,601		1,003		950		53		61
Customer relationships		7,374		7,374		6,000		5,712		288		296
Total other intangible assets	$	11,640	$	11,640	$	8,986	$	8,477	$	509	$	790
Classification within the accompanying consolidated statements of income:
Cost of products sold									$	5	$	7
Marketing and administrative expenses										504		783
Total amortization expense									$	509	$	790

The Company estimates that its amortization expense will be $481,000, $481,000, $417,000, $302,000 and $275,000 in fiscal years 2023, 2024, 2025, 2026 and 2027, respectively.

Note 8 – Leases

The Company made cash payments related to its recognized operating leases of $1.9 million and $1.8 million during the fiscal years ended April 3, 2022 and March 28, 2021, respectively. Such payments reduced the operating lease liabilities and were included in the cash flows provided by operating activities in the accompanying consolidated statements of cash flows. As of April 3, 2022, the Company’s operating leases have a weighted-average discount rate 3.6% and a weighted-average remaining lease term of 1.8 years.

During the fiscal years ended April 3, 2022 and March 28, 2021, the Company classified its operating lease costs within the accompanying consolidated statements of income as follows (in thousands):

	2022		2021
Cost of products sold	$	1,598	$	1,691
Marketing and administrative expenses		164		202
Total operating lease costs	$	1,762	$	1,893

F- 14

 

The maturities of the Company’s operating lease liabilities as of April 3, 2022 are as follows (in thousands):

Fiscal Year
2023	$	1,896
2024		491
2025		187
2026		158
Total undiscounted operating lease payments		2,732
Less imputed interest		91
Operating lease liabilities - net	$	2,641

Note 9 – Stock-based Compensation

The Company has three incentive stock plans, the 2006 Omnibus Incentive Plan (the “2006 Plan”), the 2014 Omnibus Equity Compensation Plan (the “2014 Plan”) and the 2021 Incentive Plan (the “2021 Plan”). As a result of the approval of the 2014 Plan by the Company’s stockholders at the Company’s 2014 annual meeting, and the 2021 Plan by the Company’s stockholders at the Company’s 2021 annual meeting, grants may no longer be issued under either the 2006 Plan or the 2014 Plan.

The Company believes that awards of long-term, equity-based incentive compensation will attract and retain directors, officers and employees of the Company and will encourage these individuals to contribute to the successful performance of the Company, which will lead to the achievement of the Company’s overall goal of increasing stockholder value. Awards granted under the 2021 Plan may be in the form of incentive stock options, non-qualified stock options, shares of restricted or unrestricted stock, stock units, stock appreciation rights, or other stock-based awards. Awards may be granted subject to the achievement of performance goals or other conditions, and certain awards may be payable in stock or cash, or a combination of the two. The 2021 Plan is administered by the Compensation Committee of the Board (the “Compensation Committee”), which selects eligible employees, non-employee directors and other individuals to participate in the 2021 Plan and determines the type, amount, duration (such duration not to exceed a term of ten (10) years for grants of stock options) and other terms of individual awards. At April 3, 2022, 972,000 shares of the Company’s common stock were available for future issuance under the 2021 Plan, which may be issued from authorized and unissued shares of the Company’s common stock or treasury shares.

Stock-based compensation is calculated according to FASB ASC Topic 718, Compensation – Stock Compensation, which requires stock-based compensation to be accounted for using a fair-value-based measurement. During fiscal years 2022 and 2021, the Company recorded $834,000 and $394,000 of stock-based compensation, respectively. The Company records the compensation expense associated with stock-based awards granted to individuals in the same expense classifications as the cash compensation paid to those same individuals. No stock-based compensation costs were capitalized as part of the cost of an asset as of April 3, 2022.

Stock Options: The following table represents stock option activity for fiscal years 2022 and 2021:

	2022					2021
	Weighted-					Weighted-
	Average		Number of			Average		Number of
	Exercise		Options			Exercise		Options
	Price		Outstanding			Price		Outstanding
Outstanding at Beginning of Period	$	6.84		567,500		$	6.86		517,500
Granted		7.98		158,000			5.81		185,000
Exercised		7.72		(70,000	)		7.27		(135,000	)
Forfeited		4.84		(20,000	)		-		-
Outstanding at End of Period		7.39		635,500			6.84		567,500
Exercisable at End of Period		7.50		390,000			7.84		320,000

As of April 3, 2022, the intrinsic value of the outstanding and exercisable stock options was $205,000 and $126,000, respectively. The Company did not receive any cash from the exercise of stock options during fiscal years 2022 or 2021. Upon the exercise of stock options, participants may choose to surrender to the Company those shares from the option exercise necessary to satisfy the exercise amount and their income tax withholding obligations that arise from the option exercise. The effect on the cash flow of the Company from these “cashless” option exercises is that the Company remits cash on behalf of the participant to satisfy his or her income tax withholding obligations. The Company used cash to remit the required income tax withholding amounts from “cashless” option exercises of $67,000 and $162,000 during fiscal years 2022 and 2021, respectively. As of March 28, 2021, the intrinsic value of the outstanding and exercisable stock options was $668,000 and $139,000, respectively.

F- 15

 

To determine the estimated fair value of stock options granted, the Company uses the Black-Scholes-Merton valuation formula, which is a closed-form model that uses an equation to estimate fair value. The following table sets forth the assumptions used to determine the fair value of the non-qualified stock options awarded to certain employees during fiscal years 2022 and 2021, which options vest over a two-year period, assuming continued service.

	Fiscal Year Ended
	April 3, 2022			March 28, 2021
Number of options issued		158,000			75,000			110,000
Grant date	June 9, 2021			January 4, 2021			June 10, 2020
Dividend yield		4.00	%		4.50	%		6.50	%
Expected volatility		35.00	%		35.00	%		30.00	%
Risk free interest rate		0.530	%		0.260	%		0.275	%
Contractual term (years)		10.00			10.00			10.00
Expected term (years)		4.00			4.00			4.00
Forfeiture rate		5.00	%		5.00	%		5.00	%
Exercise price (grant-date closing price) per option	$	7.98		$	7.11		$	4.92
Fair value per option	$	1.61		$	1.30		$	0.56

For the fiscal years ended April 3, 2022 and March 28, 2021, the Company recognized compensation expense associated with stock options as follows (in thousands):

	Fiscal Year Ended April 3, 2022
	Cost of		Marketing &
	Products		Administrative		Total
Options Granted in Fiscal Year	Sold		Expenses		Expense
2020	$	3	$	4	$	7
2021		14		64		78
2022		30		66		96
Total stock option compensation	$	47	$	134	$	181

	Fiscal Year Ended March 28, 2021
	Cost of		Marketing &
	Products		Administrative		Total
Options Granted in Fiscal Year	Sold		Expenses		Expense
2019	$	2	$	3	$	5
2020		10		15		25
2021		10		23		33
Total stock option compensation	$	22	$	41	$	63

F- 16

 

A summary of stock options outstanding and exercisable as of April 3, 2022 is as follows:

								Weighted-				Weighted-
						Weighted-		Avg. Exercise				Avg. Exercise
				Number		Avg. Remaining		Price of		Number		Price of
Exercise				of Options		Contractual		Options		of Options		Options
Price				Outstanding		Life in Years		Outstanding		Exercisable		Exercisable
$	4.00	-	4.99		115,000		7.80	$	4.86		65,000	$	4.81
$	5.00	-	5.99		20,000		6.20	$	5.90		20,000	$	5.90
$	6.00	-	6.99		10,000		1.20	$	6.14		10,000	$	6.14
$	7.00	-	7.99		365,500		7.22	$	7.74		170,000	$	7.65
$	8.00	-	8.99		55,000		3.19	$	8.38		55,000	$	8.38
$	9.00	-	9.99		70,000		4.18	$	9.60		70,000	$	9.60
					635,500		6.51	$	7.39		390,000	$	7.50

As of April 3, 2022, total unrecognized stock-option compensation costs amounted to $202,000, which will be recognized as the underlying stock options vest over a weighted-average period of 7.1 months. The amount of future stock-option compensation expense could be affected by any future stock option grants and by the separation from the Company of any employee or director who has stock options that are unvested as of such individual’s separation date.

Non-vested Stock Granted to Directors: The following shares of non-vested stock were granted to the Company’s directors:

Number of Shares	Fair Value per Share		Grant Date	Vesting Period (Years)
40,165	$	7.47	August 11, 2021	One
41,452		5.79	August 12, 2020	Two
46,512		5.16	August 14, 2019	Two
28,000		5.43	August 8, 2018	Two

These shares vest over the periods indicated, assuming continued service. The fair value of non-vested stock granted to the Company’s directors was based on the closing price of the Company’s common stock on the date of each grant. In August 2021 and August 2020, 43,984 and 37,256 shares that had been granted to the Company’s directors vested, having an aggregate value on the respective vesting dates of $327,000 and $179,000, respectively.

Non-vested Stock Granted to Employees: The following shares of non-vested stock were granted to certain of the Company’s employees:

Number of Shares	Fair Value per Share		Grant Date	Vesting Date
25,000	$	5.86	January 18, 2019	January 18, 2021
20,000		4.92	June 10, 2020	June 10, 2022
10,000		7.60	February 22, 2021	February 22, 2023
25,000		7.98	June 9, 2021	June 9, 2022

These shares vest on dates indicated, assuming continued service. The shares that were granted on January 18, 2019 vested on January 18, 2021, with such shares having an aggregate value on the vesting date of $182,000.

Performance Award Shares: On March 1, 2022, the Compensation Committee authorized and approved performance award to certain of the Company’s executive officers, consisting of 187,500 shares, of which: (a) 75,000 shares shall be earned if the closing price per share of the Company’s stock equals or exceeds $8.00 on ten trading days within any period of twenty consecutive trading days prior to March 1, 2027; and (b) 112,500 shares shall be earned if the closing price per share of the Company’s stock equals or exceeds $9.00 on ten trading days within any period of twenty consecutive trading days prior to March 1, 2027. Upon the achievement of each applicable stock hurdle described above: (i) one-third of the shares that are earned shall vest on the later of the date on which the shares are earned and March 1, 2023; (ii) one-third of the shares that are earned shall vest on the first anniversary of the date on which the shares are earned; (iii) one-third shall vest on the second anniversary of the date on which the shares are earned. All shares that are non-earned or non-vested will be forfeited upon the termination of service. The Company, with the assistance of an independent third party, determined that the aggregate grant date fair value of the awards amounted to $734,000.

F- 17

 

For the fiscal years ended April 3, 2022 and March 28, 2021, the Company recognized compensation expense associated with non-vested stock grants, which is included in marketing and administrative expenses in the accompanying consolidated statements of income, as follows (in thousands):

Stock Granted in Fiscal Year	2022		2021
2019	$	-	$	87
2020		40		120
2021		207		124
2022		406		-
Total stock grant compensation	$	653	$	331

As of April 3, 2022, total unrecognized compensation expense related to the Company’s non-vested stock grants was $941,000, which will be recognized over the remaining portion of the respective vesting periods associated with each block of grants, such grants having a weighted average vesting term of 15.3 months. The amount of future compensation expense related to non-vested stock grants could be affected by any future non-vested stock grants and by the separation from the Company of any individual who has unearned or unvested grants as of such individual’s separation date.

Note 10 – Income Taxes

The Company’s income tax provision for the fiscal years ended April 3, 2022 and March 28, 2021 is summarized below (in thousands):

	Fiscal year ended April 3, 2022
	Current			Deferred		Total
Income tax expense on current year income:
Federal	$	542		$	1,398	$	1,940
State		194			328		522
Foreign		11			-		11
Total income tax expense on current year income		747			1,726		2,473
Income tax expense (benefit) - discrete items:
Reserve for unrecognized tax benefits		59			-		59
Adjustment to prior year provision		(41	)		-		(41	)
Net excess tax benefit related to stock-based compensation		(83	)		-		(83	)
Income tax benefit - discrete items		(65	)		-		(65	)
Total income tax expense	$	682		$	1,726	$	2,408

	Fiscal year ended March 28, 2021
	Current			Deferred			Total
Income tax expense on current year income:
Federal	$	1,631		$	(216	)	$	1,415
State		479			(51	)		428
Foreign		10			-			10
Total income tax expense on current year income		2,120			(267	)		1,853
Income tax expense (benefit) - discrete items:
Reserve for unrecognized tax benefits		(145	)		-			(145	)
Adjustment to prior year provision		(54	)		-			(54	)
Net excess tax benefit related to stock-based compensation		(12	)		-			(12	)
Income tax benefit - discrete items		(211	)		-			(211	)
Total income tax expense	$	1,909		$	(267	)	$	1,642

F- 18

 

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities as of April 3, 2022 and March 28, 2021 are as follows (in thousands):

	April 3, 2022			March 28, 2021
Deferred tax assets:
Employee wage and benefit accruals	$	495		$	532
Accounts receivable and inventory reserves		414			234
Operating lease liabilities		654			1,100
Intangible assets		322			172
State net operating loss carryforwards		755			736
Accrued interest and penalty on unrecognized tax liabilities		43			28
Stock-based compensation		289			195
Total gross deferred tax assets		2,972			2,997
Less valuation allowance		(755	)		(736	)
Deferred tax assets after valuation allowance		2,217			2,261
Deferred tax liabilities:
Prepaid expenses		(607	)		(452	)
Operating lease right of use assets		(600	)		(1,015	)
Intangible assets		(1,725	)		-
Property, plant and equipment		(305	)		(88	)
Total deferred tax liabilities		(3,237	)		(1,555	)
Net deferred income tax (liabilities) assets	$	(1,020	)	$	706

In assessing the probability that the Company’s deferred tax assets will be realized, management of the Company has considered whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of taxable income during the future periods in which the temporary differences giving rise to the deferred tax assets will become deductible. The Company has also considered the scheduled inclusion into taxable income in future periods of the temporary differences giving rise to the Company’s deferred tax liabilities. The valuation allowance as of April 3, 2022 and March 28, 2021 was related to state net operating loss carryforwards that the Company does not expect to be realized. Based upon the Company’s expectations of the generation of sufficient taxable income during future periods, the Company believes that it is more likely than not that the Company will realize its deferred tax assets, net of the valuation allowance and the deferred tax liabilities.

The following table sets forth the reconciliation of the beginning and ending amounts of unrecognized tax liabilities for fiscal years 2022 and 2021 (in thousands):

	2022		2021
Balance at beginning of period	$	630	$	721
Additions related to current year positions		59		88
Additions related to prior year positions		50		56
Revaluations due to change in enacted tax rates		-		-
Reductions for tax positions of prior years		-		-
Reductions due to lapses of the statute of limitations		-		(341	)
Additions pursuant to judgements and settlements		-		106
Balance at end of period	$	739	$	630

In December 2016, the Company was notified by the FTB of its intention to examine the Company’s claims for refund made in connection with amended consolidated income tax returns that the Company had filed. On January 10, 2021, the Company’s California consolidated income tax returns for the fiscal year ended April 3, 2016 became closed to examination or other adjustment. Accordingly, the Company reversed the reserve for an unrecognized tax liability that it had previously recorded for that fiscal year, which resulted in the recognition of a discrete income tax benefit of $233,000 during the fiscal year ended March 28, 2021 in the accompanying consolidated statements of income. The Company also reversed the interest expense and penalties that it had accrued in respect of the unrecognized tax liabilities for these fiscal years, which resulted in the recognition of a credit to interest expense of $108,000 during the fiscal year ended March 28, 2021.

On March 3, 2021, the Company and the FTB entered into a Settlement Agreement regarding the Company’s claim for refund made in connection with the amended consolidated income tax return that the Company filed for the fiscal year ended March 30, 2014. Under the terms of the Settlement Agreement, the FTB made a payment to the Company in the amount of 30% of the amount of the claim for refund of $448,000, or $134,000, plus interest of approximately $7,000. Other than the recognition of the interest portion of the settlement as interest income, the resolution of this claim for refund had no effect on the Company’s consolidated statements of income for the fiscal year ended March 28, 2021.

F- 19

 

During the fiscal years ended April 3, 2022 and March 28, 2021, the Company recorded discrete income tax benefits of $34,000 and $74,000, respectively, to reflect the aggregate effect of certain tax credits claimed on its consolidated federal income tax returns.

During the fiscal years ended April 3, 2022 and March 28, 2021, the Company recorded discrete income tax benefits of $83,000 and $12,000, respectively, to reflect the effects during the periods of the excess tax benefits from the exercise of stock options and the vesting of non-vested stock.

The Company’s provision for income taxes is based upon effective tax rates of 19.5% and 21.3% in fiscal years 2022 and 2021, respectively. These effective tax rates are the sum of the top U.S. statutory federal income tax rate and a composite rate for state income taxes, net of federal tax benefit, in the various states in which the Company operates, plus the net effect of various discrete items.

The following table reconciles income tax expense on income from continuing operations at the U.S. federal income tax statutory rate to the net income tax provision reported for fiscal years 2022 and 2021 (in thousands):

	2022			2021
Federal statutory rate		21	%		21	%
Tax expense at federal statutory rate	$	2,588		$	1,622
State income taxes, net of Federal income tax benefit		413			338
Tax credits		(136	)		(135	)
Discrete items		(65	)		(211	)
Tax effect of book income not includible for tax purposes		(486	)		-
Other - net, including foreign		94			28
Income tax expense	$	2,408		$	1,642

Note 11 – Shareholders’ Equity

Dividends: The holders of shares of the Company’s common stock are entitled to receive dividends when and as declared by the Board. Aggregate cash dividends of $0.67 and $0.49 per share, amounting to $6.7 million and $5.0 million, were declared during fiscal years 2022 and 2021, respectively. Cash dividends declared during fiscal years 2022 and 2021 included special cash dividends of $0.35 and $0.25 per share, respectively. The Company’s financing agreement with CIT permits the payment by the Company of cash dividends on its common stock without limitation, provided there is no default before or as a result of the payment of such dividends.

Stock Repurchases: The Company acquired treasury shares by way of the surrender to the Company from several employees shares of common stock to satisfy the exercise price and income tax withholding obligations relating to the exercise of stock options and the vesting of stock. In this manner, the Company acquired 53,000 treasury shares during the fiscal year ended April 3, 2022 at a weighted-average market value of $7.72 per share and acquired 125,000 treasury shares during the fiscal year ended March 28, 2021 at a weighted-average market value of $7.27 per share.

On December 16, 2020, the Company purchased 250,000 shares of its common stock from E. Randall Chestnut, the Company’s then Chief Executive Officer. The shares were purchased at a purchase price of $7.5435 per share, which price represented the trailing 10-trading day volume weighted average closing price of the Company’s common stock ending, and including December 16, 2020.

Note 12 – Related Party Transaction

See the information set forth above in Note 11 – Shareholders’ Equity related to the Company’s purchase of 250,000 shares of its common stock from E. Randall Chestnut, the Company’s then Chief Executive Officer.

F- 20

Note 13 – Major Customers

The table below sets forth those customers that represented more than 10% of the Company’s gross sales during fiscal years ended April 3, 2022 and March 28, 2021.

	2022			2021
Walmart Inc.		52	%		43	%
Amazon.com, Inc.		21	%		25	%

Note 14 – Commitments and Contingencies

Total royalty expense amounted to $6.0 million and $5.7 million for fiscal years 2022 and 2021, respectively. The Company’s commitment for minimum guaranteed royalty payments under its license agreements as of April 3, 2022 is $4.4 million, consisting of $2.9 million and $1.5 million due in fiscal years 2023 and 2024, respectively.

The Company is, from time to time, involved in various legal proceedings relating to claims arising in the ordinary course of its business. Neither the Company nor any of its subsidiaries is a party to any such legal proceeding the outcome of which, individually or in the aggregate, is expected to have a material adverse effect on the Company’s financial position, results of operations or cash flows.

Note 15 – Subsequent Events

On June 2, 2022, the Company’s financing agreement with CIT was amended to transition from the LIBOR reference rate to SOFR plus 1.6%. The Company has evaluated events that have occurred between April 3, 2022 and the date that the accompanying financial statements were issued, and has determined that there are no other material subsequent events that require disclosure.

F- 21

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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: June 8, 2022	By:	/s/ Olivia W. Elliott
	Olivia W. Elliott
	President, Chief Executive Officer and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

Signatures	Title	Date
/s/ Olivia W. Elliott	President, Chief Executive Officer and Director	June 8, 2022
Olivia W. Elliott
/s/ Craig J. Demarest	Vice President and Chief Financial Officer (Principal Financial Officer and	June 8, 2022
Craig J. Demarest	Principal Accounting Officer)
/s/ Zenon S. Nie	Chairman of the Board of Directors	June 8, 2022
Zenon S. Nie
/s/ Sidney Kirschner	Director	June 8, 2022
Sidney Kirschner
/s/ Donald Ratajczak	Director	June 8, 2022
Donald Ratajczak
/s/ Patricia Stensrud	Director	June 8, 2022
Patricia Stensrud

EX-4.11

Exhibit 4.11

DESCRIPTION OF REGISTRANT’S SECURITIES

REGISTERED PURSUANT TO SECTION 12 OF THE

SECURITIES EXCHANGE ACT OF 1934

The following description sets forth certain material terms and provisions of the securities of Crown Crafts, Inc. (the “Company”) that are registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This description also summarizes relevant provisions of Delaware General Corporation Law (the “DGCL”). The following summary does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the applicable provisions of the DGCL and the Company’s amended and restated certificate of incorporation and bylaws, copies of which are incorporated by reference as exhibits to the Annual Report on Form 10-K of which this Exhibit 4.7 is a part. The Company encourages you to read the Company’s amended and restated certificate of incorporation, the Company’s bylaws and the applicable provisions of the DGCL for additional information.

Authorized Shares of Capital Stock

The Company’s authorized capital stock consists of 40,000,000 shares of capital stock, all of which shall be Series A common stock, par value $0.01 per share (“Common Stock”). As of June 2, 2022, the Company had 10,076,496 shares of Common Stock outstanding. The outstanding shares of Common Stock are fully paid and non-assessable. 

Voting Rights

With respect to all such matters upon which stockholders are entitled to vote or give consent, holders of the Common Stock are entitled to one vote (in person or by proxy) for each share of Common Stock held by such holder on the record date for the determination of stockholders entitled to vote.  

Dividend Rights

Holders of the Common Stock are entitled to receive, when and as may be declared by the Company’s board of directors (the “Board”), out of the assets of the Company legally available for such purpose, dividends or other distributions, whether payable in cash, property or securities of the Company.

Rights Upon Liquidation

Upon the liquidation, dissolution or winding up of the Company or other similar event, whether voluntary or involuntary, and after payment or provision for payment of the Company’s debts and other liabilities, the Company’s assets will be distributed ratably to the holders of the Common Stock in proportion to the number of shares held by them.

Other Rights and Procedures

Holders of the Common Stock have no preemptive, subscription or redemption rights.

Listing

The Common Stock is listed on the Nasdaq Capital Market under the symbol “CRWS”.

Transfer Agent and Registrar

The Transfer Agent and Registrar for the Common Stock is Broadridge Corporate Issuer Solutions, Inc.

Anti-Takeover Effect of Provisions of the Company’s Certificate of Incorporation and Bylaws and of Delaware Law

The rights of the Company’s stockholders and related matters are governed by the DGCL, the Company’s amended and restated certificate of incorporation and bylaws, certain provisions of which may discourage or make more difficult a takeover attempt that a stockholder might consider in his or her best interest by means of a tender offer or proxy contest or removal of the Company’s incumbent officers or directors. These provisions may also adversely affect prevailing market prices for the Common Stock. However, the Company believes that these provisions will discourage coercive takeover practices and inadequate takeover bids and will encourage persons seeking to acquire control of the Company to first negotiate with the Board. The Company further believes that the benefits provided by the Company’s ability to negotiate with the proponent of an unsolicited proposal outweigh the disadvantage of discouraging those proposals and that negotiation of an unsolicited proposal could result in an improvement of its terms.

Certificate of Incorporation and Bylaw Provisions

Classified Board. The Company’s bylaws provide that the Board is divided into three classes, which are as nearly equal in number of directors as is possible. At each annual meeting of stockholders, the number of directors equal to the number of the class whose term expires at the time of such meeting is elected to serve until the third ensuing annual meeting of stockholders. As a result, only a portion of the Board will be elected each year. A third party may be discouraged from making a tender offer or otherwise attempting to obtain control of the Company as it is more difficult and time consuming for stockholders to replace a majority of the directors on a classified board of directors.

Removal of Directors. At any stockholders’ meeting with respect to which notice of such purpose was given, any director may be removed from office but only for cause. The resulting vacancy may be filled at the same or any subsequent meeting of stockholders; provided, that to the extent any vacancy created by such removal is not filled by such an election within 60 days after such removal, the remaining directors shall, by majority vote, fill such vacancy.

The provisions of the Company’s bylaws with respect to the removal of directors may not be repealed or amended, nor may any provision of the Company’s amended and restated certificate of incorporation or bylaws be adopted that is inconsistent with such provisions, unless approved by the affirmative vote of the holders of not less than 75% of the outstanding shares of capital stock of the Company entitled to vote in the election of directors.

Vacancies. The Company’s bylaws authorize only the Board to fill vacant directorships, including newly created seats. In addition, the Company’s bylaws provide that the Board shall consist of not less than three or more than fifteen members, the exact number of which shall be fixed from time to time by resolution of the Board; provided, however, that the number of directors may be increased or decreased from time to time by the Board by amendment of the Company’s bylaws. These provisions would prevent a stockholder from increasing the size of the Board and then gaining control of the Board by filing the resulting vacancies with its own nominees. This makes it more difficult to change the composition of the Board.

Stockholder Action by Written Consent. The Company’s amended and restated certificate of incorporation and bylaws permit stockholders to take action, without prior notice to stockholders and without a vote, by the written consent of holders of all of the Company’s shares in lieu of an annual or special meeting. Otherwise, stockholders will only be able to take action at an annual or special meeting called in accordance with the Company’s bylaws.

Special Meetings. The Company’s bylaws provide that special meetings of stockholders may only be called by:

● the chairman of the Board;

● the president of the Company; and

● the secretary of the Company at the request in writing of (i) a majority of the Board or (ii) stockholders owning at least 75% of the issued and outstanding capital stock of the Company entitled to vote thereat.

The provisions of the Company’s bylaws with respect to calling special meetings may not be repealed or amended, nor may any provision of the Company’s amended and restated certificate of incorporation or bylaws be adopted that is inconsistent with such provisions, unless approved by the affirmative vote of the holders of not less than 75% of the outstanding shares of capital stock of the Company entitled to vote in the election of directors.

No Cumulative Voting. The Company’s amended and restated certificate of incorporation does not provide for cumulative voting in the election of directors, which, under Delaware law, precludes stockholders from cumulating their votes in the election of directors, frustrating the ability of minority stockholders to obtain representation on the Board.

Advance Notice Requirements for Stockholder Nominations and Other Proposals. The Company’s bylaws provide advance notice requirements, including requirements regarding the form and content of a stockholder’s notice, for stockholders seeking to nominate persons for election to the Board at a meeting of stockholders or seeking to bring other business before such a meeting. A stockholder seeking to do either of the foregoing must satisfy the requirements specified in the Company’s bylaws; provided, however, that if the Company is subject to Rule 14a-8 under the Exchange Act, then business consisting of a proposal properly included in the Company’s proxy statement with respect to a meeting pursuant to such rule may be transacted at a meeting.

Amendment of the Bylaws. The Company’s amended and restated certificate of incorporation and bylaws provide that, except as otherwise specifically stated within the article to be altered, the Company’s bylaws may be amended, altered, repealed or adopted at any meeting of the Board or of the stockholders, provided notice of the proposed change was given in the notice of the meeting.

Amendment of the Certificate of Incorporation. The Company’s amended and restated certificate of incorporation provides that the Company reserves the right to repeal, alter, amend or rescind any provisions contained in the amended and restated certificate of incorporation in the manner prescribed by the laws of the State of Delaware, except as otherwise limited by the other provisions of the amended and restated certificate of incorporation. All rights conferred on stockholders in the amended and restated certificate of incorporation are granted subject to such reservation.

Delaware Law

As a Delaware corporation, the Company is subject to the restrictions under Section 203 of the DGCL regarding corporate takeovers. In general, Section 203 prohibits a publicly-held Delaware corporation from engaging, under certain circumstances, in a business combination with an interested stockholder for a period of three years following the date the person became an interested stockholder, unless:

• prior to the date of the transaction, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;

• upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time such transaction commenced, excluding, for purposes of determining the number of shares outstanding, (1) shares owned by persons who are directors and also officers of the corporation and (2) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

• on or subsequent to the date of the transaction, the business combination is approved by the board of directors of the corporation and authorized at an annual or special meeting of stockholders by the affirmative vote of at least 66 2/3% of the outstanding voting stock which is not wholly owned by the interested stockholder.

In this context, a business combination includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. An interested stockholder is a person who, together with affiliates and associates, owns or, within three years prior to the determination of interested stockholder status owned, 15% or more of a corporation’s outstanding voting stock.

A Delaware corporation may “opt out” of Section 203 with an express provision in its original certificate of incorporation or an express provision in its certificate of incorporation or bylaws resulting from amendments approved by holders of at least a majority of the corporation’s outstanding voting shares. The Company has not elected to “opt out” of Section 203. However, the Company may elect to “opt out” of Section 203 by an amendment to the Company’s amended and restated certificate of incorporation or bylaws.

Limitation of Liability of Directors

The Company’s amended and restated certificate of incorporation and bylaws provide that none of the Company’s directors shall be liable to the Company or its stockholders for monetary damages for any breach of fiduciary duty as a director, except to the extent otherwise required by the DGCL: (i) for any breach of the director’s duty of loyalty to the company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL or (iv) for any transaction from which such director derived an improper personal benefit.

In addition, no amendment or repeal of the foregoing provisions in the Company’s amended and restated certificate of incorporation or bylaws shall apply to, or have any effect on, the liability or alleged liability of any director for any acts or omissions of such director occurring prior to such amendment or repeal. Further, the Company’s amended and restated certificate of incorporation and bylaws provide that if the DGCL is amended to authorize the further elimination or limitation of the personal liability of a director, then the liability of the directors shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

Indemnification

The Company’s amended and restated certificate of incorporation and bylaws include provisions for the indemnification of the Company’s directors and officers to the fullest extent permitted by the DGCL.

To the extent authorized from time to time by the Board, the Company also may grant rights to indemnification, including the right to be paid by the Company the expenses incurred in defending any proceeding in advance of its final disposition, to any employee or agent of the Company to the fullest extent provided by the Company’s amended and restated certificate of incorporation, bylaws or otherwise with respect to the indemnification and advancement of expenses of directors and officers of the Company.

The indemnification rights set forth in the Company’s amended and restated certificate of incorporation and bylaws are contract rights and survive any change to the Company’s amended and restated certificate of incorporation or bylaws. Any repeal or modification of the Company’s amended and restated certificate of incorporation or bylaws shall not change the rights of an officer or director to indemnification with respect to any action or omission occurring prior to such repeal or modification.

Further, the Company has and may in the future enter into indemnification agreements with the Company’s directors and executive officers which require the Company, among other things, to indemnify them against certain liabilities which may arise by reason of their status or service as a director or officer and to advance to them expenses, subject to reimbursement to the Company if it is determined that they are not entitled to indemnification.

Insurance

The Company may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Company, or is serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Company would have the power to indemnify him against such liability under the provisions of law.

The Company also may create a trust fund, grant a security interest or use other means (including, without limitation, letters of credit, surety bonds and/or other similar arrangements), as well as including as part of any such indemnification agreement provisions with respect to any or all of the foregoing, to ensure the payment of such amount as may become necessary to effect such indemnification.

EX-10.29

Exhibit 10.29

AMENDMENT TO

EMPLOYMENT AGREEMENT

This AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is made and entered into as of the 7th day of June, 2022, by and between CROWN CRAFTS, INC., a Delaware corporation (the “Company”), and OLIVIA W. ELLIOTT, an individual resident of the State of Louisiana (the “Employee”).

W I T N E S S E T H:

WHEREAS, the Company and the Employee have entered into that certain Employment Agreement, dated November 6, 2008 (the “Agreement”);

WHEREAS, the Company and the Employee wish to amend the Agreement as provided herein; and

WHEREAS, capitalized terms used but not otherwise defined herein shall have the same meanings given to such terms in the Agreement;

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein, the parties hereto do hereby agree as follows:

1. Amendments to Agreement.

(a)         Section 1 of the Agreement is hereby amended by deleting the phrases “Vice President and Chief Financial Officer” and replacing it with the phrase “President and Chief Executive Officer.”

(b)        Section 10.5 of the Agreement is hereby amended by deleting the words following the phrase “Employee shall receive” and inserting the following: “a lump sum cash payment in an amount equal to the sum of (a) the then current compensation and benefits, including, without limitation, salary, all perquisites, and all other forms of compensation other than bonuses that would be remaining under the applicable terms of the Agreement then in effect for the greater of the remaining term of this Agreement or one (1) year, and (b) the highest annual bonus paid or payable to Employee in respect of any of the three (3) full fiscal years ended immediately prior to such termination, including, without limitation, any bonus or portion thereof earned but deferred (and annualized for any fiscal year consisting of less than twelve (12) full months.)”

(c)         Section 13 of the Agreement is hereby deleted in its entirety.

2. Miscellaneous.

(a)         Existing Terms. The existing terms and conditions of the Agreement shall remain in full force and effect except as such terms and conditions are specifically amended by, or conflict with, the terms of this Amendment.

(b)         Choice of Law. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without giving effect to the conflict of laws principles thereof.

(c)         Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

(d)         Severability. If any term or provision of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms and provisions of this Amendment shall in no way be affected, impaired or invalidated.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by the undersigned thereunto duly authorized as of the date first written above.

CROWN CRAFTS, INC.
By:	/s/ Zenon S. Nie
Name:	Zenon S. Nie
Title:	Chairman of the Board of Directors
	/s/ Olivia W. Elliott
	OLIVIA W. ELLIOTT

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EX-10.30

EXHIBIT 10.30

FIFTEENTH AMENDMENT TO

FINANCING AGREEMENT

THIS FIFTEENTH AMENDMENT TO FINANCING AGREEMENT (this “Amendment”), dated this 2nd day of June, 2022, and becoming effective as described in Section 3.2 hereof, is made by and among:

CROWN CRAFTS, INC., a Delaware corporation (“CCI”);

SASSY BABY, INC. (f/k/a Hamco, Inc.), a Louisiana corporation (“Sassy”);

CAROUSEL DESIGNS, LLC (f/k/a Carousel Acquisition, LLC), a Delaware limited liability company (“Carousel”);

NOJO BABY & KIDS, INC. (f/k/a Crown Crafts Infant Products, Inc.), a Delaware corporation (together with CCI, Sassy and Carousel, the “Companies” and each a “Company”); and

THE CIT GROUP/COMMERCIAL SERVICES, INC., a New York corporation (“CIT”),

to the Financing Agreement, dated July 11, 2006 (as amended, modified, restated or supplemented from time to time, the “Financing Agreement”), among CIT and the Companies. All capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Financing Agreement.

RECITALS

A.         Pursuant to the Financing Agreement, CIT has agreed to make loans and extend credit to the Companies in the amounts, upon the terms and subject to the conditions contained therein.

B.         CIT and the Companies have agreed to make certain changes to the Financing Agreement pursuant to the terms and conditions of this Amendment.

STATEMENT OF AGREEMENT

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the Companies and CIT hereby agree as follows:

ARTICLE I

AMENDMENTS TO FINANCING AGREEMENT

The Financing Agreement is hereby amended as follows:

(a)    In Section 1.1, the defined term “Applicable Margin” is hereby deleted in its entirety and the following is inserted in lieu thereof:

“Applicable Margin” shall mean -0.5% for Chase Bank Rate Loans and 1.60% for SOFR Loans.”

And

(b)    In Section 1.1, the defined term “LIBOR” is hereby deleted in its entirety and the following is inserted in lieu thereof and reordered in the appropriate alphabetical order:

Term SOFR shall mean with respect to each month the greater of: (a) the forward-looking term rate for a one (1) month period based on the secured overnight financing rate as administered by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate) that is published by the Bloomberg Data License service or a comparable service acceptable to CIT on the last business day prior to the commencement of such month and (b) zero percent (0.0%) (the “Floor”). If Term SOFR is not available on the last business day of a month for any reason except as described in section 8.9(c)(1) below, then Term SOFR shall be the relevant rate most recently available prior to such business day so long as such rate was not published more than three (3) business days prior to such business day.

And

(c)    The word and/or term “LIBOR” as expressed in all capital letters throughout the Financing Agreement is here by deleted and replaced with the words and/or term “Term SOFR”, whether such word or term stands alone or is part of phrase or a defined term, and all defined or other terms in a listing shall be reordered in the appropriate alphabetical order, as appropriate.

And

(d)    Section 8.9(c) is hereby deleted and the following is inserted in lieu thereof:

(c)          Replacement Rate.

(1) Notwithstanding anything to the contrary contained in this Agreement, in the event that one of the following occurs with respect to the then-current Benchmark (as defined in section 8.9(c)(4) below): (a) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any available tenor of such Benchmark (or such component thereof), (b) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all available tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any available tenor of such Benchmark (or such component thereof) or (c) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) announcing that all available tenors of such Benchmark (or such component thereof) are no longer, or as of a specified future date will no longer be, representative or do not, or as a specified future date will not, comply with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks, then CIT shall notify the Companies of such occurrence or determination, and thereafter CIT and the Companies shall endeavor to amend this Agreement to replace the then-current Benchmark rate with an alternate Benchmark rate and provide for the Benchmark Replacement Adjustment (as defined in section 8.9(c)(4) below), margin and/or floor, if any, applicable thereto.

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(2) In connection with the implementation of an alternate Benchmark rate and the Benchmark Replacement Adjustment, margin and/or floor, if any, applicable thereto, due consideration shall be given to (i) any selection or recommendation of a replacement Benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body (as defined in section 8.9(c)(4) below) or (ii) any evolving or then-prevailing market convention for determining a replacement Benchmark rate of interest or Benchmark Replacement Adjustment for similar U.S. Dollar-denominated credit facilities.

(3) CIT will have the right to make from time to time any technical, administrative or operational changes (including changes to the timing and frequency of determining rates and other administrative matters) that CIT decides may be appropriate to reflect the adoption and implementation of an alternate Benchmark rate and to permit the administration thereof by CIT and the Companies in a manner substantially consistent with market practice (or, if CIT decides that adoption of any portion of such market practice is not administratively feasible or if CIT determines that no market practice for the administration of the alternate Benchmark rate exists, in such other manner of administration CIT decides is reasonably necessary in connection with the administration of this Agreement). Notwithstanding anything to the contrary herein, any amendments implementing the changes referred to herein will become effective without any further action or consent by the Companies. Any determination, decision or election that may be made by CIT pursuant to this section 8.9(c), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in CIT’s sole discretion and without consent from the Companies.

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(4) “Benchmark” means, initially, Term SOFR; provided that if one of the events set forth in section 8.9(c)(1) above have occurred with respect to Term SOFR or the then-current Benchmark, then “Benchmark” means the applicable replacement Benchmark to the extent that such replacement Benchmark has replaced such prior Benchmark pursuant to this section and the definition “Term SOFR” shall be replaced with “Benchmark” in all places where the definition “Term SOFR” appears; provided, further, that if thereafter one of the events set forth in section 8.9(c)(1) above have occurred with respect to the then-current Benchmark, then “Benchmark” means the applicable replacement Benchmark to the extent that such replacement Benchmark has replaced such prior Benchmark pursuant to this section. “Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an unadjusted replacement Benchmark, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by CIT and the Companies giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable unadjusted replacement Benchmark by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable unadjusted replacement Benchmark for similar U.S. Dollar-denominated credit facilities. “Relevant Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.

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And

(e)     The following is hereby added a new Section 8.9(f):

(f) Maximum Interest. In no event will interest charged hereunder exceed the highest lawful rate. In the event, however, that CIT does receive interest in excess of the highest lawful rate, the Companies agree that the Companies’ sole remedy would be to seek repayment of such excess, and the Companies irrevocably waive any and all other rights and remedies which may be available to the Companies under law or in equity.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

The Companies hereby represent and warrant to CIT that:

2.1         Compliance With the Financing Agreement. As of the execution of this Amendment, each Company is in compliance with all of the terms and provisions set forth in the Financing Agreement and the other Loan Documents to be observed or performed by such Company.

2.2         Representations in Financing Agreement. The representations and warranties of each Company set forth in the Financing Agreement and the other Loan Documents are true and correct in all material respects except to the extent that such representations and warranties relate solely to or are specifically expressed as of a particular date or period which is past or expired as of the date hereof.

2.3         No Event of Default. No Default or Event of Default exists.

ARTICLE III

CONDITIONS PRECEDENT

3.1         Loan Documents. The Financing Agreement and the other Loan Documents are amended to provide that any reference therein to the Financing Agreement shall mean, unless otherwise specifically provided, the Financing Agreement as amended hereby, and as further amended, restated, supplemented or modified from time to time.

3.2         Conditions Precedent.

(a)         The amendments to the Financing Agreement contained in this Amendment shall become effective, and shall be deemed effective as the date first written above (the “Effective Time”), provided the following conditions precedent have been satisfied or waived by CIT:

(i)         CIT shall have received the following documents, each to be in form and content satisfactory to CIT and its counsel:

(x)         this Amendment, duly executed by the Companies; and

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(y)         such other documents, instruments and agreements as CIT shall reasonably request in connection with the foregoing matters.

(ii)         There shall not have occurred any event, condition or state of facts which would reasonably be expected to have a Material Adverse Effect, as reasonably determined by CIT; and

(iii)         At the Effective Time and on the date hereof, no Default or Event of Default exists.

For the avoidance of doubt, it is understood and agreed that if the conditions precedent described in this Section 3.2 are not satisfied or waived by CIT as of the Effective Time, the amendments to the Financing Agreement contained in this Amendment shall be deemed to be null and void and of no further force and effect whatsoever.

ARTICLE IV

GENERAL

4.1         Full Force and Effect. As expressly amended hereby, the Financing Agreement and the other Loan Documents shall continue in full force and effect in accordance with the provisions thereof. As used in the Financing Agreement and the other Loan Documents, “hereinafter,” “hereto,” “hereof,” or words of similar import, shall, unless the context otherwise requires, mean the Financing Agreement or the other Loan Documents, as the case may be, as amended by this Amendment.

4.2         Applicable Law. This Amendment shall be governed by and construed in accordance with the internal laws and judicial decisions of the State of New York.

4.3         Counterparts. This Amendment may be executed in one or more counterparts, each of which shall constitute an original, but all of which when taken together shall constitute but one and the same instrument. Delivery of an executed counterpart of this Agreement by telefacsimile or by electronic transmission in “pdf” or other imaging format or other means of electronic authentication shall be equally as effective as delivery of an original executed counterpart of this Agreement. 

4.4         Further Assurances. The Companies shall execute and deliver to CIT such documents, certificates and opinions as CIT may reasonably request to effect the amendments contemplated by this Amendment.

4.5         Headings. The headings of this Amendment are for the purpose of reference only and shall not affect the construction of this Amendment.

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4.6         Expenses. The Companies shall reimburse CIT for CIT’s legal fees and expenses (whether in-house or outside) incurred in connection with the preparation, negotiation, execution and delivery of this Amendment and all other agreements and documents contemplated hereby.

4.7         Waiver of Jury Trial.         TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH COMPANY AND CIT WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM OF ANY KIND ARISING OUT OF OR RELATED TO THIS AMENDMENT, THE FINANCING AGREEMENT OR THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS RELATED HERETO OR THERETO.

[Signature page follows.]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their duly authorized officers on the day and year first above written.

COMPANIES:

CROWN CRAFTS, INC.

SASSY BABY, INC.

CAROUSEL DESIGNS, LLC

NOJO BABY & KIDS, INC.

By:         /s/ Craig J. Demarest                                                    

Craig J. Demarest

CFO

CIT:

THE CIT GROUP/COMMERCIAL SERVICES, INC.

By:         /s/ Vernon Wells                                                        

Vernon Wells

Vice President

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EX-21.1

EXHIBIT 21.1

SUBSIDIARIES OF THE REGISTRANT

	STATE OR OTHER
	JURISDICTION OF
SUBSIDIARY	INCORPORATION OR FORMATION
NoJo Baby & Kids, Inc.	Delaware
Sassy Baby, Inc.	Louisiana
Carousel Designs, LLC	Delaware

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the registration statements No. 333-136868, No. 333-183298, No. 333-200037 and No. 333-258678 on Form S-8 of Crown Crafts, Inc. of our report dated June 8, 2022, with respect to the consolidated financial statements and financial statement schedule II of Crown Crafts, Inc.

/s/ KPMG LLP

Baton Rouge, Louisiana

June 8, 2022

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Olivia W. Elliott, certify that:

1. I have reviewed this annual report on Form 10-K 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: June 8, 2022	/s/ Olivia W. Elliott
		Olivia W. Elliott,
		President and Chief Executive Officer,
		Crown Crafts, Inc.

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Craig J. Demarest, certify that:

1. I have reviewed this annual report on Form 10-K 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: June 8, 2022	/s/ Craig J. Demarest
		Craig J. Demarest,
		Vice President and Chief Financial Officer,
		Crown Crafts, Inc.

EX-32.1

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 Annual Report on Form 10-K of the Company for the period ended April 3, 2022 (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: June 8, 2022	/s/ Olivia W. Elliott
		Olivia W. Elliott,
		President and Chief Executive Officer,
		Crown Crafts, Inc.

EX-32.2

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 Annual Report on Form 10-K of the Company for the period ended April 3, 2022 (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: June 8, 2022
	/s/ Craig J. Demarest
		Craig J. Demarest,
		Vice President and Chief Financial Officer,
		Crown Crafts, Inc.

XML

Document And Entity Information - USD ($)	12 Months Ended
	Apr. 03, 2022	Jun. 02, 2022	Sep. 24, 2021
Document Information [Line Items]
Entity Central Index Key	0000025895
Entity Registrant Name	CROWN CRAFTS INC
Amendment Flag	false
Current Fiscal Year End Date	--04-03
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2022
Document Type	10-K
Document Annual Report	true
Document Period End Date	Apr. 03, 2022
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 S. Burnside Ave
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, $0.01 par value
Trading Symbol	CRWS
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
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
ICFR Auditor Attestation Flag	false
Entity Shell Company	false
Entity Public Float			$ 65,100,000
Entity Common Stock, Shares Outstanding		10,076,496
Auditor Name	KPMG LLP
Auditor Location	Baton Rouge, LA
Auditor Firm ID	185

XML

Consolidated Balance Sheets - USD ($)	Apr. 03, 2022	Mar. 28, 2021
Current assets:
Cash and cash equivalents	$ 1,598,000	$ 613,000
Accounts receivable (net of allowances of $945 at April 3, 2022 and $723 at March 28, 2021):
Due from factor	21,093,000	18,604,000
Other	2,133,000	734,000
Inventories	20,653,000	20,335,000
Prepaid expenses	1,031,000	1,184,000
Total current assets	46,508,000	41,470,000
Operating lease right of use assets	2,423,000	4,068,000
Property, plant and equipment - at cost:
Vehicles	182,000	171,000
Leasehold improvements	425,000	425,000
Machinery and equipment	3,581,000	3,152,000
Furniture and fixtures	367,000	345,000
Property, plant and equipment - gross	4,555,000	4,093,000
Less accumulated depreciation	3,198,000	2,635,000
Property, plant and equipment - net	1,357,000	1,458,000
Finite-lived intangible assets - at cost:
Customer relationships	7,374,000	7,374,000
Other finite-lived intangible assets	4,266,000	4,266,000
Finite-lived intangible assets - gross	11,640,000	11,640,000
Less accumulated amortization	8,986,000	8,477,000
Finite-lived intangible assets - net	2,654,000	3,163,000
Goodwill	7,125,000	7,125,000
Deferred income taxes	0	706,000
Other	88,000	92,000
Total Assets	60,155,000	58,082,000
Current liabilities:
Accounts payable	6,375,000	5,539,000
Accrued wages and benefits	2,196,000	2,216,000
Accrued royalties	462,000	410,000
Dividends payable	827,000	800,000
Operating lease liabilities, current	1,832,000	1,802,000
Other accrued liabilities	94,000	215,000
Current maturities of long-term debt	0	1,964,000
Total current liabilities	11,786,000	12,946,000
Non-current liabilities:
Deferred income taxes	1,020,000	0
Operating lease liabilities, noncurrent	809,000	2,641,000
Reserve for unrecognized tax liabilities	739,000	630,000
Total non-current liabilities	2,568,000	3,271,000
Shareholders' equity:
Common stock - $0.01 par value per share; Authorized 40,000,000 shares at April 3, 2022 and March 28, 2021; Issued 12,944,918 shares at April 3, 2022 and 12,809,753 shares at March 28, 2021	129,000	128,000
Additional paid-in capital	55,925,000	54,748,000
Treasury stock - at cost - 2,864,698 shares at April 3, 2022 and 2,811,446 shares at March 28, 2021	(15,614,000)	(15,202,000)
Retained Earnings	5,361,000	2,191,000
Total shareholders' equity	45,801,000	41,865,000
Total Liabilities and Shareholders' Equity	$ 60,155,000	$ 58,082,000

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Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands	Apr. 03, 2022	Mar. 28, 2021
Allowance for doubtful accounts receivable	$ 945	$ 723
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)	12,944,918	12,809,753
Treasury stock, shares (in shares)	2,864,698	2,811,446

XML

Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Apr. 03, 2022	Mar. 28, 2021
Net sales	$ 87,360	$ 79,164
Cost of products sold	64,052	55,067
Gross profit	23,308	24,097
Marketing and administrative expenses	13,002	14,218
Loss from impairment of long-lived assets	0	2,234
Income from operations	10,306	7,645
Other (expense) income:
Interest expense - net of interest income	(50)	83
Gain on extinguishment of debt	1,985	0
Gain (Loss) on sale of property, plant and equipment	18	(4)
Other - net	67	(1)
Income before income tax expense	12,326	7,723
Income tax expense	2,408	1,642
Net income	$ 9,918	$ 6,081
Weighted average shares outstanding:
Basic (in shares)	10,055	10,144
Effect of dilutive securities (in shares)	29	6
Diluted (in shares)	10,084	10,150
Earnings per share:
Basic (in dollars per share)	$ 0.99	$ 0.60
Diluted (in dollars per share)	$ 0.98	$ 0.60

XML

Consolidated Statements of Changes in Shareholders' Equity - USD ($) $ in Thousands	Common Stock [Member]	Treasury Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balances (in shares) at Mar. 29, 2020	12,603,301	(2,436,494)
Balances at Mar. 29, 2020	$ 126	$ (12,408)	$ 53,610	$ 1,108	$ 42,436
Issuance of shares (in shares)	206,452
Issuance of shares	$ 2		744		746
Stock-based compensation			394		$ 394
Acquisition of treasury stock (in shares)	0	(374,952)			(53,000)
Acquisition of treasury stock	$ 0	$ (2,794)	0	0	$ (2,794)
Net income		$ 0	0	6,081	6,081
Dividend declared on common stock				(4,998)	(4,998)
Balances (in shares) at Mar. 28, 2021	12,809,753	(2,811,446)
Balances at Mar. 28, 2021	$ 128	$ (15,202)	54,748	2,191	41,865
Issuance of shares (in shares)	135,165
Issuance of shares	$ 1		343		344
Stock-based compensation			834		$ 834
Acquisition of treasury stock (in shares)		(53,252)			(125,000)
Acquisition of treasury stock		$ (412)			$ (412)
Net income				9,918	9,918
Dividend declared on common stock				(6,748)	(6,748)
Balances (in shares) at Apr. 03, 2022	12,944,918	(2,864,698)
Balances at Apr. 03, 2022	$ 129	$ (15,614)	$ 55,925	$ 5,361	$ 45,801

XML

Consolidated Statements of Changes in Shareholders' Equity (Parentheticals) - $ / shares	12 Months Ended
	Apr. 03, 2022	Mar. 28, 2021
Dividends declared, per share (in dollars per share)	$ 0.67	$ 0.49

XML

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Apr. 03, 2022	Mar. 28, 2021
Operating activities:
Net income	$ 9,918	$ 6,081
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of property, plant and equipment	652	741
Amortization of intangibles	509	790
Amortization of right of use assets	1,762	1,893
Deferred income taxes	1,726	(267)
Gain on extinguishment of debt	(1,985)	0
Loss from impairment of long-lived assets	0	2,234
(Gain) loss on sale of property, plant and equipment	(18)	4
Reserve for unrecognized tax liabilities	109	(91)
Stock-based compensation	834	394
Changes in assets and liabilities:
Accounts receivable	(3,888)	(1,535)
Inventories	(318)	(2,603)
Prepaid expenses	153	40
Other assets	4	3
Lease liabilities	(1,919)	(1,800)
Accounts payable	793	2,519
Accrued liabilities	(68)	335
Net cash provided by operating activities	8,264	8,738
Cash used in investing activities:
Capital expenditures for property, plant and equipment	(531)	(733)
Proceeds from sale of property, plant and equipment	41	0
Net cash used in investing activities	(490)	(733)
Financing activities:
Repayments under revolving line of credit	(25,158)	(22,290)
Borrowings under revolving line of credit	25,158	19,712
Proceeds from long-term debt	0	1,964
Purchase of treasury stock from related parties	(412)	(2,794)
Issuance of common stock	344	746
Dividends paid	(6,721)	(5,012)
Net cash used in financing activities	(6,789)	(7,674)
Net increase in cash and cash equivalents	985	331
Cash and cash equivalents at beginning of period	613	282
Cash and cash equivalents at end of period	1,598	613
Supplemental cash flow information:
Income taxes paid	1,948	1,972
Interest paid	18	21
Noncash activities:
Property, plant and equipment purchased but unpaid	(43)	(47)
Dividends declared but unpaid	$ (827)	$ (800)

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Schedule II - Valuation and Qualifying Accounts

12 Months Ended

Apr. 03, 2022

Notes to Financial Statements

SEC Schedule, 12-09, Schedule of Valuation and Qualifying Accounts Disclosure [Text Block]

CROWN CRAFTS, INC. AND SUBSIDIARIES

ANNUAL REPORT ON FORM 10-K

	Valuation and Qualifying Accounts
Column A	Column B		Column C		Column D		Column E
	Balance at Beginning		Charged to				Balance at End of
	of Period		Expenses		Deductions		Period
	(in thousands)
Accounts Receivable Valuation Accounts:
Year Ended March 28, 2021
Allowance for customer deductions	$	530	$	4,726	$	4,533	$	723
Year Ended April 3, 2022
Allowance for customer deductions	$	723	$	6,052	$	5,830	$	945

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Note 1- Description of Business

12 Months Ended

Apr. 03, 2022

Notes to Financial Statements

Nature of Operations [Text Block]

Note 1 – Description of Business

Crown Crafts, Inc. (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 two of its wholly-owned subsidiaries, Sassy Baby, Inc. (“Sassy”) and NoJo Baby & Kids, Inc. (“NoJo”) 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 and blankets, bibs, soft bath products, disposable products, developmental toys and accessories. Sales of the Company’s products are generally made directly to retailers, such as mass merchants, large chain stores, mid-tier retailers, juvenile specialty stores, value channel stores, grocery and drug stores, restaurants, wholesale clubs and internet-based retailers. The Company’s products are marketed under a variety of Company-owned trademarks, under trademarks licensed from others and as private label goods.

The Company's fiscal year ends on the Sunday nearest to or on March 31. References herein to “fiscal year 2022” or “2022” represent the 53-week period ended April 3, 2022 and references herein to “fiscal year 2021” or “2021” represent the 52-week period ended March 28, 2021.

During fiscal 2021 and the first 54 days of fiscal 2022, the Company also operated indirectly through Carousel Designs, LLC (“Carousel”), a wholly-owned subsidiary that manufactured and marketed infant and toddler bedding directly to consumers online from a facility in Douglasville, Georgia. On May 21, 2021, the Company ceased the operations of Carousel.

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Note 2 - Summary of Significant Accounting Policies

12 Months Ended

Apr. 03, 2022

Notes to Financial Statements

Significant Accounting Policies [Text Block]

Note 2 - Summary of Significant Accounting Policies

Basis of Presentation: The accompanying consolidated financial statements include the accounts of the Company and have been prepared pursuant to accounting principles generally accepted in the U.S. (“GAAP”) as promulgated by the Financial Accounting Standards Board (“FASB”). 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.

Use of Estimates: The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated balance sheets and the reported amounts of revenues and expenses during the periods presented on the consolidated statements of income and cash flows. Significant estimates are made with respect to:

● Allowances related to accounts receivable for customer deductions for returns, allowances and disputes,

● Inventory reserves for discontinued finished goods, and

● A reserve for unrecognized tax liabilities in respect of the tax impact of state apportionment percentages.

Actual results could differ materially from these estimates.

Cash and Cash Equivalents: The Company’s credit facility consists of a revolving line of credit under a financing agreement with The CIT Group/Commercial Services, Inc. (“CIT”), a subsidiary of CIT Group Inc. The Company classifies a negative balance outstanding under this revolving line of credit as cash and cash equivalents, as these amounts are legally owed to the Company and are immediately available to be drawn upon by the Company. There are no compensating balance requirements or other restrictions on the transfer of amounts associated with the Company’s depository accounts.

Financial Instruments: For short-term instruments such as cash and cash equivalents, accounts receivable and accounts payable, the Company uses carrying value as a reasonable estimate of fair value.

Segments and Related Information: The Company operates primarily in one principal segment, infant and toddler products. These products consist of infant and toddler bedding and blankets, bibs, soft bath products, disposable products, developmental and bath toys and accessories. Net sales of bedding, blankets and accessories and net sales of bibs, bath and disposable products for the fiscal years ended April 3, 2022 and March 28, 2021 are as follows (in thousands):

	2022		2021
Bedding, blankets and accessories	$	45,341	$	47,036
Bibs, bath, developmental toy, feeding, baby care and disposable products		42,019		32,128
Total net sales	$	87,360	$	79,164

Revenue Recognition: Revenue is recognized upon the satisfaction of all contractual performance obligations and the transfer of control of the products sold to the customer. The majority of the Company’s sales consists of single performance obligation arrangements for which the transaction price for a given product sold is equivalent to the price quoted for the product, net of any stated discounts applicable at a point in time. Each sales transaction results in an implicit contract with the customer to deliver a product as directed by the customer. Shipping and handling costs that are charged to customers are included in net sales, and the Company’s costs associated with shipping and handling activities are included in cost of products sold.

A provision for anticipated returns, which are based upon historical returns and claims, is provided through a reduction of net sales and cost of products sold in the reporting period within which the related sales are recorded. Actual returns and claims experienced in a future period may differ from historical experience, and thus, the Company’s provision for anticipated returns at any given point in time may be over-funded or under-funded.

The Company recognizes revenue associated with unredeemed store credits and gift certificates at the earlier of their redemption by customers, their expiration or when their likelihood of redemption becomes remote, which is generally two years from the date of issuance. Revenue from sales made directly to consumers is recorded when the shipped products have been received by customers, and excludes sales taxes collected on behalf of governmental entities. Revenue from sales made to retailers is recorded when legal title has been passed to the customer based upon the terms of the customer’s purchase order, the Company’s sales invoice, or other associated relevant documents. Such terms usually stipulate that legal title will pass when the shipped products are no longer under the control of the Company, such as when the products are picked up at the Company’s facility by the customer or by a common carrier. Payment terms can vary from prepayment for sales made directly to consumers to payment due in arrears (generally, 60 days of being invoiced) for sales made to retailers.

Allowances Against Accounts Receivable: Revenue from sales made to retailers is reported net of allowances for anticipated returns and other allowances, including cooperative advertising allowances, warehouse allowances, placement fees, volume rebates, coupons and discounts. Such allowances are recorded commensurate with sales activity or using the straight-line method, as appropriate, and the cost of such allowances is netted against sales in reporting the results of operations. The provision for the majority of the Company’s allowances occurs on a per-invoice basis. When a customer requests to have an agreed-upon deduction applied against the customer’s outstanding balance due to the Company, the allowances are correspondingly reduced to reflect such payments or credits issued against the customer’s account balance. The Company analyzes the components of the allowances for customer deductions monthly and adjusts the allowances to the appropriate levels. Although the timing of funding requests for advertising support can cause the net balance in the allowance account to fluctuate from period to period, such timing has no impact on the consolidated statements of income since such costs are accrued commensurate with sales activity or using the straight-line method, as appropriate.

Uncollectible Accounts: To reduce the exposure to credit losses and to enhance the predictability of its cash flows, the Company assigns substantially all of its receivables under factoring agreements with CIT. In the event a factored receivable becomes uncollectible due to creditworthiness, CIT bears the risk of loss. The Company recognizes revenue net of the amount that is expected to be uncollectible on accounts receivable, if any, that are not assigned under the factoring agreements with CIT. The Company’s management makes estimates of the uncollectiblity of its non-factored accounts receivable by specifically analyzing the accounts receivable, historical bad debts, customer concentrations, customer creditworthiness, current economic trends and changes in its customers’ payment terms.

Credit Concentration: The Company’s accounts receivable at April 3, 2022 amounted to $23.2 million, net of allowances of $945,000. Of this amount, $21.1 million was due from CIT under the factoring agreements; an additional amount of $1.5 million was due from CIT as a negative balance outstanding under the revolving line of credit. The combined amount of $22.6 million represents the maximum loss that the Company could incur if CIT failed completely to perform its obligations under the factoring agreements and the revolving line of credit. The Company’s accounts receivable at March 28, 2021 amounted to $19.3 million, net of allowances of $723,000. Of this amount, $18.6 million was due from CIT under the factoring agreements; an additional amount of $602,000 was due from CIT as a negative balance outstanding under the revolving line of credit. The combined amount of $19.2 million represented the maximum loss that the Company could have incurred if CIT failed completely to perform its obligations under the factoring agreements and the revolving line of credit.

Other Accrued Liabilities: Other accrued liabilities amounted to $94,000 and $215,000 at April 3, 2022 and March 28, 2021, respectively. Of these amounts, $35,000 and $85,000, respectively, reflected unearned revenue recorded for payments from customers that were received before the products ordered were received by the customers, and as of March 28, 2021, $14,000 and $6,000 reflected reserves for customer returns and unredeemed store credits and gift certificates, respectively.

Inventory Valuation: The preparation of the Company's financial statements requires careful determination of the appropriate value of the Company's inventory balances. Such amounts are presented as a current asset in the accompanying consolidated balance sheets and are a direct determinant of cost of products sold in the accompanying consolidated statements of income and, therefore, have a significant impact on the amount of net income reported in the accounting periods. The basis of accounting for inventories is cost, which includes the direct supplier acquisition cost, duties, taxes and freight, and the indirect costs to design, develop, source and store the product until it is sold. Once cost has been determined, the Company’s inventory is then stated at the lower of cost or net realizable value, with cost determined using the first-in, first-out (“FIFO”) method, which assumes that inventory quantities are sold in the order in which they are acquired.

The determination of the indirect charges and their allocation to the Company’s finished goods inventories is complex and requires significant management judgment and estimates. If management made different judgments or utilized different estimates, then differences would result in the valuation of the Company’s inventories and in the amount and timing of the Company’s cost of products sold and the resulting net income for the reporting period.

On a periodic basis, management reviews its inventory quantities on hand for obsolescence, physical deterioration, changes in price levels and the existence of quantities on hand which may not reasonably be expected to be sold within the Company’s normal operating cycle. To the extent that any of these conditions is believed to exist or the market value of the inventory expected to be realized in the ordinary course of business is otherwise no longer as great as its carrying value, an allowance against the inventory value is established. To the extent that this allowance is established or increased during an accounting period, an expense is recorded in cost of products sold in the Company’s consolidated statements of income. Only when inventory for which an allowance has been established is later sold or is otherwise disposed is the allowance reduced accordingly. Significant management judgment is required in determining the amount and adequacy of this allowance. In the event that actual results differ from management’s estimates or these estimates and judgments are revised in future periods, the Company may not fully realize the carrying value of its inventory or may need to establish additional allowances, either of which could materially impact the Company’s financial position and results of operations.

Leases: The Company capitalizes most of its operating lease obligations as right-of-use assets and recognizes corresponding liabilities. The Company elects to use the practical expedient that permits the Company to exclude short-term agreements of less than 12 months from capitalization. The Company is a party to various operating leases for offices, warehousing facilities and certain office equipment. The leases expire at various dates, have varying options to renew and cancel, and may contain escalation provisions. The Company recognizes as expense non-variable lease payments ratably over the lease term. The key estimates for the Company’s leases include the discount rate used to discount the unpaid lease payment to present value and the lease term. The Company’s leases generally do not include a readily determinable implicit rate; therefore, management determined the incremental borrowing rate to discount the lease payment based on the information available at lease commencement. For purposes of such estimates, a lease term includes the noncancellable period under the applicable lease.

Depreciation and Amortization: The accompanying consolidated balance sheets reflect property, plant and equipment, and certain intangible assets at cost less accumulated depreciation or amortization. The Company capitalizes additions and improvements and expenses maintenance and repairs as incurred. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets, which are three to eight years for property, plant and equipment, and five to twenty years for intangible assets other than goodwill. The Company amortizes improvements to its leased facilities over the term of the lease or the estimated useful life of the asset, whichever is shorter.

Patent Costs: The Company incurs certain legal and related costs in connection with patent applications. The Company capitalizes such costs to be amortized over the expected life of the patent to the extent that an economic benefit is anticipated from the resulting patent or an alternative future use is available to the Company. The Company also capitalizes legal and other costs incurred in the protection or defense of the Company’s patents when it is believed that the future economic benefit of the patent will be maintained or increased and a successful defense is probable. Capitalized patent defense costs are amortized over the remaining expected life of the related patent. The Company’s assessment of future economic benefit of its patents involves considerable management judgment, and a different conclusion could result in a material impairment charge up to the carrying value of these assets.

Valuation of Long-Lived Assets and Identifiable Intangible Assets: In addition to the depreciation and amortization procedures set forth above, the Company reviews for impairment long-lived asset groups and certain identifiable intangible asset groups whenever events or changes in circumstances indicate that the carrying amount of any asset group may not be recoverable. In the event of an impairment, the asset is written down to its fair value.

Royalty Payments: The Company has entered into 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 consolidated statements of income and amounted to $6.0 million and $5.7 million for fiscal years 2022 and 2021, respectively.

Provision for Income Taxes: The Company’s provision for income taxes includes all currently payable federal, state, local and foreign taxes and is based upon the Company’s effective tax rate, which is based on the Company’s pre-tax income, as adjusted for certain expenses within the consolidated statements of income that will never be deductible on the Company’s tax returns and certain charges expected to be deducted on the Company’s tax returns that will never be deducted on the consolidated statements of income, multiplied by the statutory tax rates for the various jurisdictions in which the Company operates and reduced by certain anticipated tax credits. 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; taxable years open to examination as of April 3, 2022 were the fiscal years ended April 3, 2022, March 28, 2021, March 29, 2020, March 31, 2019, April 1, 2018 and April 2, 2017.

Management evaluates items of income, deductions and credits reported on the Company’s various federal and state income tax returns filed and recognizes the effect of positions taken on those income tax returns only if those positions are more likely than not to be sustained. The Company applies the provisions of accounting guidelines that require a minimum recognition threshold that a tax benefit must meet before being recognized in the financial statements. Recognized income tax positions are measured at the largest amount that has a greater than 50% likelihood of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.

After considering all relevant information regarding the calculation of the state portion of its income tax provision, the Company believes that the technical merits of the tax position that the Company has taken with respect to state apportionment percentages would more likely than not be sustained. However, the Company also realizes that the ultimate resolution of such tax position could result in a tax charge that is more than the amount realized based upon the application of the tax position taken. Therefore, the Company’s measurement regarding the tax impact of the revised state apportionment percentages resulted in the Company recording discrete reserves for unrecognized tax liabilities during fiscal years 2022 and 2021 of $59,000 and $88,000, respectively, in the accompanying consolidated statements of income.

The Company’s policy is to accrue interest expense and penalties as appropriate on any estimated unrecognized tax liabilities as a charge to interest expense in the Company’s consolidated statements of income. During fiscal years 2022 and 2021, the Company accrued $50,000 and $56,000, respectively, for interest expense and penalties on the portion of the unrecognized tax liabilities for which the relevant statute of limitations remained unexpired.

In August 2020, the Company was notified by the Franchise Tax Board of the State of California (the “FTB”) of its intention to examine the Company’s California consolidated income tax returns for the fiscal years ended March 31, 2019, April 1, 2018 and April 2, 2017. Further, in February 2021, the Company was notified by the U.S. Internal Revenue Service of its intention to examine the Company’s original and amended federal consolidated income tax returns for the fiscal year ended April 2, 2017. The ultimate resolution of these examinations could include administrative or legal proceedings. Although management believes that the calculations and positions taken on these consolidated income tax returns and all other filed income tax returns are reasonable and justifiable, the outcome of these or any other 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.

Advertising Costs: The Company’s advertising costs are primarily associated with cooperative advertising arrangements with certain of the Company’s customers and are recognized using the straight-line method based upon aggregate annual estimated amounts for these customers, with periodic adjustments to the actual amounts of authorized agreements. Advertising expense is included in marketing and administrative expenses in the consolidated statements of income and amounted to $408,000 and $1.3 million for fiscal years 2022 and 2021, respectively.

Earnings Per Share: The Company calculates basic earnings per share by using a weighted average of the number of shares outstanding during the reporting periods. Diluted shares outstanding are calculated in accordance with the treasury stock method, which assumes that the proceeds from the exercise of all exercisable options would be used to repurchase shares at market value. The net number of shares issued after the exercise proceeds are exhausted represents the potentially dilutive effect of the exercisable options, which are added to basic shares to arrive at diluted shares.

Reclassifications: The Company has classified certain prior year information to conform to the amounts presented in the
current year. None of the changes impact the Company’s previously reported financial position or results of operations.

Recently-Issued Accounting Standards: In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, the objective of which is to provide financial statement users with more information about the expected credit losses on financial instruments and other commitments to extend credit held by an entity. Current GAAP requires an “incurred loss” methodology for recognizing credit losses that delays recognition until it is probable that a loss has been incurred. Because this methodology restricted the recognition of credit losses that are expected, but did not yet meet the “probable” threshold, ASU No. 2016-13 was issued to require the consideration of a broader range of reasonable and supportable information when determining estimates of credit losses.

ASU No. 2016-13 is to be applied using a modified retrospective approach, and the ASU could have been early-adopted in the fiscal year that began after December 15, 2018. When issued, ASU No. 2016-13 was required to be adopted no later than the fiscal year beginning after December 15, 2019, but on November 15, 2019, the FASB issued ASU No. 2019-10, Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates, which provided for the deferral of the effective date of ASU No. 2016-13 for registrants that are a smaller reporting company to the first interim period of the fiscal year beginning after December 15, 2022. Accordingly, the Company intends to adopt ASU No. 2016-13 effective as of April 3, 2023. Although the Company has not determined the full impact of the adoption of ASU No. 2016-13, because the Company assigns the majority of its trade accounts receivable under factoring agreements with CIT, the Company does not believe that the adoption of the ASU will have a significant impact on the Company’s financial position, results of operations and related disclosures.

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740) – Simplifying the Accounting for Income Taxes, the objective of which was to simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The ASU amended the FASB ASC in order to improve the consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending the existing guidance. The amendments contained in ASU No. 2019-12 were required to be adopted for public entities in the first interim period of the fiscal year beginning after December 15, 2020. Accordingly, the Company adopted ASU No. 2019-12 effective as of March 29, 2021, which did not have a significant impact on the Company’s financial position, results of operations and related disclosures.

The Company has determined that all other ASU’s issued which had become effective as of June 2, 2022, or which will become effective at some future date, are not expected to have a material impact on the Company’s consolidated financial statements.

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Note 3 - Inventories

12 Months Ended

Apr. 03, 2022

Notes to Financial Statements

Inventory Disclosure [Text Block]

Note 3 – Inventories

Major classes of inventory were as follows (in thousands):

	April 3, 2022		March 28, 2021
Raw Materials	$	28	$	453
Work in Process		-		19
Finished Goods		20,625		19,863
Total inventory	$	20,653	$	20,335

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Note 4 - Carousel Designs

12 Months Ended

Apr. 03, 2022

Notes to Financial Statements

Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]

Note 4 – Carousel Designs

During fiscal 2021 and the first 54 days of fiscal 2022, Carousel manufactured and marketed infant and toddler bedding directly to consumers online from a facility in Douglasville, Georgia. During the Company’s review for impairment of its long-lived asset groups and certain identifiable intangible asset groups as of March 28, 2021, management evaluated Carousel’s history of operating and cash flow losses and concluded that such losses were likely to continue. The Company developed the fair value of each of Carousel’s long-lived asset groups by using a combination of income, cost and market approaches. The result of this evaluation was management’s determination that the carrying value of Carousel’s long-lived asset group exceeded its fair value, which required the Company to impair Carousel’s long-lived asset group to its fair value and to recognize a related loss from the impairment of Carousel’s long-lived asset group during the fiscal year ended March 28, 2021, as follows (in thousands):

									Impairment
	Amounts as of March 28, 2021								Loss
			Accumulated						Fiscal
	Gross		Depreciation		Carrying		Fair Value		Year
	Amount		or Amortization		Value		Amount		2021
Property, plant and equipment
Vehicle	$	21	$	16	$	5	$	-	$	5
Leasehold improvements		5		4		1		-		1
Machinery and equipment		1,173		577		596		24		572
Total property, plant and equipment		1,199		597		602		24		578
Amortizable intangible assets:
Tradename		1,100		269		831		-		831
Developed technology		1,100		403		697		-		697
Non-compete covenants		360		264		96		-		96
Total amortizable intangible assets		2,560		936		1,624		-		1,624
Operating lease liabilities, current		32		-		32		-		32
Total long-lived assets	$	3,791	$	1,533	$	2,258	$	24	$	2,234

On May 5, 2021, the Company’s Board of Directors (the “Board”) approved the closure of Carousel due to its high costs, declining sales and operating and cash flow losses, as well as management’s determination that, due to post-COVID-19 competitive pressures in the infant, toddler and juvenile products segment within the consumer products industry, such losses were likely to continue. Accordingly, the operations of Carousel ceased on May 21, 2021.

During the fiscal year ended April 3, 2022, Carousel experienced a gross loss of $689,000, which was the result of the sale of inventory below cost and the recognition of charges of $334,000 related to the settlement with a supplier of a commitment to purchase fabric and $265,000 associated with the liquidation of Carousel’s remaining inventory upon the closure of the business.

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Note 5 - Financing Arrangements

12 Months Ended

Apr. 03, 2022

Notes to Financial Statements

Debt Disclosure [Text Block]

Note 5 - Financing Arrangements

Factoring Agreements: To reduce its exposure to credit losses, the Company assigns substantially all of its trade accounts receivable to CIT 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.

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, 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 consolidated statements of income, were $344,000 and $291,000 during fiscal years 2022 and 2021, respectively. There were no advances on the factoring agreements at April 3, 2022 or March 28, 2021.

Credit Facility: The Company’s credit facility at April 3, 2022 consisted of a revolving line of credit under a financing agreement of up to $26.0 million, which includes a $1.5 million sub-limit for letters of credit, bearing interest at the rate of prime minus 0.5% or LIBOR plus 1.75%, and which is secured by a first lien on all assets of the Company. On May 13, 2021, the Company and CIT entered into an agreement whereby CIT’s lien on Carousel’s assets was automatically released upon the sale of such assets.

The financing agreement was scheduled to mature on July 11, 2022, but on May 31, 2021 the financing agreement was amended to extend the maturity date to July 11, 2025 and to change the interest rates to prime minus 1.0% or LIBOR plus 1.5%, effective as of May 31, 2021. The financing agreement was also amended on June 2, 2022 to transition from the LIBOR reference rate to the Secured Overnight Financing Rate (“SOFR”) plus 1.6%. As of April 3, 2022, the Company had elected to pay interest on balances owed under the revolving line of credit, if any, under the LIBOR option, which was 1.95% as of April 3, 2022. The financing agreement also provides for the payment by CIT to the Company of interest on daily negative balances, if any, held by CIT at the rate of prime as of the beginning of the calendar month minus 2.0%, which was 1.5% as of April 3, 2022.

As of April 3, 2022 and March 28, 2021, there was no balance owed on the revolving line of credit, there was no letter of credit outstanding and $26.0 million 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 believes it was in compliance with these covenants as of April 3, 2022.

Paycheck Protection Program Loan: On April 19, 2020, the Company executed a Note (the “Note”) in connection with a loan made pursuant to the Paycheck Protection Program (the “PPP Loan”), which is administered by the U.S. Small Business Administration (the “SBA”) under the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) and the Paycheck Protection Program Flexibility Act of 2020. The Note was entered into with CIT Bank, N.A. (the “Lender”) for the principal amount of $1,963,800 and bore a 1.0% interest rate.

As authorized by the provisions of the CARES Act, the Company applied to the Lender for forgiveness of the PPP Loan. The Note would have matured on April 20, 2022, but on May 20, 2021, the PPP Loan was forgiven in full and the SBA remitted to the Lender on that date the principal amount of the Note of $1,963,800 and interest of $21,000 that had accrued from the funding date of April 20, 2020 through the forgiveness date of May 20, 2021. During 2022, the Company recorded a gain on extinguishment of debt in the amount of $1,985,000 associated with the forgiveness of the PPP Loan, which has been presented below income from operations in the accompanying consolidated statements of income. Because the Note was forgiven during the fiscal year ending April 3, 2022, it was classified a current liability in the accompanying consolidated balance sheet as of March 28, 2021.

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Note 6 - Retirement Plan

12 Months Ended

Apr. 03, 2022

Notes to Financial Statements

Retirement Benefits [Text Block]

Note 6 – Retirement Plan

The Company sponsors a defined contribution retirement savings plan with a cash or deferred arrangement (the “401(k) Plan”), as provided by Section 401(k) of the Internal Revenue Code (“Code”). The 401(k) Plan covers substantially all employees, who may elect to contribute a portion of their compensation to the 401(k) Plan, subject to maximum amounts and percentages as prescribed in the Code. Each calendar year, the Board determines the portion, if any, of employee contributions that will be matched by the Company. For calendar years 2022, 2021 and 2020, the Board established the employer matching contributions at 100% of the first 2% of employee contributions and 50% of the next 3% of employee contributions to the 401(k) Plan. If an employee separates from the Company prior to the full vesting of the funds in their account, then the unvested portion of the matching employer amount in their account is forfeited when the employee receives a distribution from their account. The Company utilizes such forfeitures as an offset to the aggregate matching contributions. The Company's matching contributions to the 401(k) Plan, net of the utilization of forfeitures, were $289,000 and $266,000 for fiscal years 2022 and 2021, respectively.

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Note 7 - Goodwill, Customer Relationships and Other Intangible Assets

12 Months Ended

Apr. 03, 2022

Notes to Financial Statements

Intangible Assets Disclosure [Text Block]

Note 7 – Goodwill, Customer Relationships and Other Intangible Assets

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, blankets and accessories and another that produces and markets infant and toddler bibs, developmental toys, bath care and disposable products. The goodwill of the reporting units of the Company as of April 3, 2022 and March 28, 2021 amounted to $30.0 million, which is reflected in the accompanying consolidated balance sheets net of accumulated impairment charges of $22.9 million, for a net reported balance of $7.1 million.

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 March 29, 2021, the Company performed the annual measurement for impairment of the goodwill of its reporting units and concluded that the estimated fair value of each of the Company’s reporting units exceeded their carrying values, and thus the goodwill of the Company’s reporting units was not impaired as of that date.

Other Intangible Assets: Other intangible assets as of April 3, 2022 and March 28, 2021consisted primarily of the fair value of identifiable assets acquired in business combinations other than tangible assets and goodwill. The gross amount and accumulated amortization of the Company’s other intangible assets as of April 3, 2022 and March 28, 2021, the amortization expense for fiscal years ended April 3, 2022 and March 28, 2021 and the classification of such amortization expense within the accompanying consolidated statements of income are as follows (in thousands):

									Amortization Expense
	Gross Amount				Accumulated Amortization				Fiscal Year Ended
	April 3,		March 28,		April 3,		March 28,		April 3,		March 28,
	2022		2021		2022		2021		2022		2021
Tradename and trademarks	$	2,567	$	2,567	$	1,885	$	1,722	$	163	$	244
Developed technology		-		-		-		-		-		110
Non-compete covenants		98		98		98		93		5		79
Patents		1,601		1,601		1,003		950		53		61
Customer relationships		7,374		7,374		6,000		5,712		288		296
Total other intangible assets	$	11,640	$	11,640	$	8,986	$	8,477	$	509	$	790
Classification within the accompanying consolidated statements of income:
Cost of products sold									$	5	$	7
Marketing and administrative expenses										504		783
Total amortization expense									$	509	$	790

The Company estimates that its amortization expense will be $481,000, $481,000, $417,000, $302,000 and $275,000 in fiscal years 2023, 2024, 2025, 2026 and 2027, respectively.

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Note 8 - Leases

12 Months Ended

Apr. 03, 2022

Notes to Financial Statements

Lessee, Operating Leases [Text Block]

Note 8 – Leases

The Company made cash payments related to its recognized operating leases of $1.9 million and $1.8 million during the fiscal years ended April 3, 2022 and March 28, 2021, respectively. Such payments reduced the operating lease liabilities and were included in the cash flows provided by operating activities in the accompanying consolidated statements of cash flows. As of April 3, 2022, the Company’s operating leases have a weighted-average discount rate 3.6% and a weighted-average remaining lease term of 1.8 years.

During the fiscal years ended April 3, 2022 and March 28, 2021, the Company classified its operating lease costs within the accompanying consolidated statements of income as follows (in thousands):

	2022		2021
Cost of products sold	$	1,598	$	1,691
Marketing and administrative expenses		164		202
Total operating lease costs	$	1,762	$	1,893

The maturities of the Company’s operating lease liabilities as of April 3, 2022 are as follows (in thousands):

Fiscal Year
2023	$	1,896
2024		491
2025		187
2026		158
Total undiscounted operating lease payments		2,732
Less imputed interest		91
Operating lease liabilities - net	$	2,641

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Note 9 - Stock-based Compensation

12 Months Ended

Apr. 03, 2022

Notes to Financial Statements

Share-Based Payment Arrangement [Text Block]

Note 9 – Stock-based Compensation

The Company has three incentive stock plans, the 2006 Omnibus Incentive Plan (the “2006 Plan”), the 2014 Omnibus Equity Compensation Plan (the “2014 Plan”) and the 2021 Incentive Plan (the “2021 Plan”). As a result of the approval of the 2014 Plan by the Company’s stockholders at the Company’s 2014 annual meeting, and the 2021 Plan by the Company’s stockholders at the Company’s 2021 annual meeting, grants may no longer be issued under either the 2006 Plan or the 2014 Plan.

The Company believes that awards of long-term, equity-based incentive compensation will attract and retain directors, officers and employees of the Company and will encourage these individuals to contribute to the successful performance of the Company, which will lead to the achievement of the Company’s overall goal of increasing stockholder value. Awards granted under the 2021 Plan may be in the form of incentive stock options, non-qualified stock options, shares of restricted or unrestricted stock, stock units, stock appreciation rights, or other stock-based awards. Awards may be granted subject to the achievement of performance goals or other conditions, and certain awards may be payable in stock or cash, or a combination of the two. The 2021 Plan is administered by the Compensation Committee of the Board (the “Compensation Committee”), which selects eligible employees, non-employee directors and other individuals to participate in the 2021 Plan and determines the type, amount, duration (such duration not to exceed a term of ten (10) years for grants of stock options) and other terms of individual awards. At April 3, 2022, 972,000 shares of the Company’s common stock were available for future issuance under the 2021 Plan, which may be issued from authorized and unissued shares of the Company’s common stock or treasury shares.

Stock-based compensation is calculated according to FASB ASC Topic 718, Compensation – Stock Compensation, which requires stock-based compensation to be accounted for using a fair-value-based measurement. During fiscal years 2022 and 2021, the Company recorded $834,000 and $394,000 of stock-based compensation, respectively. The Company records the compensation expense associated with stock-based awards granted to individuals in the same expense classifications as the cash compensation paid to those same individuals. No stock-based compensation costs were capitalized as part of the cost of an asset as of April 3, 2022.

Stock Options: The following table represents stock option activity for fiscal years 2022 and 2021:

	2022					2021
	Weighted-					Weighted-
	Average		Number of			Average		Number of
	Exercise		Options			Exercise		Options
	Price		Outstanding			Price		Outstanding
Outstanding at Beginning of Period	$	6.84		567,500		$	6.86		517,500
Granted		7.98		158,000			5.81		185,000
Exercised		7.72		(70,000	)		7.27		(135,000	)
Forfeited		4.84		(20,000	)		-		-
Outstanding at End of Period		7.39		635,500			6.84		567,500
Exercisable at End of Period		7.50		390,000			7.84		320,000

As of April 3, 2022, the intrinsic value of the outstanding and exercisable stock options was $205,000 and $126,000, respectively. The Company did not receive any cash from the exercise of stock options during fiscal years 2022 or 2021. Upon the exercise of stock options, participants may choose to surrender to the Company those shares from the option exercise necessary to satisfy the exercise amount and their income tax withholding obligations that arise from the option exercise. The effect on the cash flow of the Company from these “cashless” option exercises is that the Company remits cash on behalf of the participant to satisfy his or her income tax withholding obligations. The Company used cash to remit the required income tax withholding amounts from “cashless” option exercises of $67,000 and $162,000 during fiscal years 2022 and 2021, respectively. As of March 28, 2021, the intrinsic value of the outstanding and exercisable stock options was $668,000 and $139,000, respectively.

To determine the estimated fair value of stock options granted, the Company uses the Black-Scholes-Merton valuation formula, which is a closed-form model that uses an equation to estimate fair value. The following table sets forth the assumptions used to determine the fair value of the non-qualified stock options awarded to certain employees during fiscal years 2022 and 2021, which options vest over a two-year period, assuming continued service.

	Fiscal Year Ended
	April 3, 2022			March 28, 2021
Number of options issued		158,000			75,000			110,000
Grant date	June 9, 2021			January 4, 2021			June 10, 2020
Dividend yield		4.00	%		4.50	%		6.50	%
Expected volatility		35.00	%		35.00	%		30.00	%
Risk free interest rate		0.530	%		0.260	%		0.275	%
Contractual term (years)		10.00			10.00			10.00
Expected term (years)		4.00			4.00			4.00
Forfeiture rate		5.00	%		5.00	%		5.00	%
Exercise price (grant-date closing price) per option	$	7.98		$	7.11		$	4.92
Fair value per option	$	1.61		$	1.30		$	0.56

For the fiscal years ended April 3, 2022 and March 28, 2021, the Company recognized compensation expense associated with stock options as follows (in thousands):

	Fiscal Year Ended April 3, 2022
	Cost of		Marketing &
	Products		Administrative		Total
Options Granted in Fiscal Year	Sold		Expenses		Expense
2020	$	3	$	4	$	7
2021		14		64		78
2022		30		66		96
Total stock option compensation	$	47	$	134	$	181

	Fiscal Year Ended March 28, 2021
	Cost of		Marketing &
	Products		Administrative		Total
Options Granted in Fiscal Year	Sold		Expenses		Expense
2019	$	2	$	3	$	5
2020		10		15		25
2021		10		23		33
Total stock option compensation	$	22	$	41	$	63

A summary of stock options outstanding and exercisable as of April 3, 2022 is as follows:

								Weighted-				Weighted-
						Weighted-		Avg. Exercise				Avg. Exercise
				Number		Avg. Remaining		Price of		Number		Price of
Exercise				of Options		Contractual		Options		of Options		Options
Price				Outstanding		Life in Years		Outstanding		Exercisable		Exercisable
$	4.00	-	4.99		115,000		7.80	$	4.86		65,000	$	4.81
$	5.00	-	5.99		20,000		6.20	$	5.90		20,000	$	5.90
$	6.00	-	6.99		10,000		1.20	$	6.14		10,000	$	6.14
$	7.00	-	7.99		365,500		7.22	$	7.74		170,000	$	7.65
$	8.00	-	8.99		55,000		3.19	$	8.38		55,000	$	8.38
$	9.00	-	9.99		70,000		4.18	$	9.60		70,000	$	9.60
					635,500		6.51	$	7.39		390,000	$	7.50

As of April 3, 2022, total unrecognized stock-option compensation costs amounted to $202,000, which will be recognized as the underlying stock options vest over a weighted-average period of 7.1 months. The amount of future stock-option compensation expense could be affected by any future stock option grants and by the separation from the Company of any employee or director who has stock options that are unvested as of such individual’s separation date.

Non-vested Stock Granted to Directors: The following shares of non-vested stock were granted to the Company’s directors:

Number of Shares	Fair Value per Share		Grant Date	Vesting Period (Years)
40,165	$	7.47	August 11, 2021	One
41,452		5.79	August 12, 2020	Two
46,512		5.16	August 14, 2019	Two
28,000		5.43	August 8, 2018	Two

These shares vest over the periods indicated, assuming continued service. The fair value of non-vested stock granted to the Company’s directors was based on the closing price of the Company’s common stock on the date of each grant. In August 2021 and August 2020, 43,984 and 37,256 shares that had been granted to the Company’s directors vested, having an aggregate value on the respective vesting dates of $327,000 and $179,000, respectively.

Non-vested Stock Granted to Employees: The following shares of non-vested stock were granted to certain of the Company’s employees:

Number of Shares	Fair Value per Share		Grant Date	Vesting Date
25,000	$	5.86	January 18, 2019	January 18, 2021
20,000		4.92	June 10, 2020	June 10, 2022
10,000		7.60	February 22, 2021	February 22, 2023
25,000		7.98	June 9, 2021	June 9, 2022

These shares vest on dates indicated, assuming continued service. The shares that were granted on January 18, 2019 vested on January 18, 2021, with such shares having an aggregate value on the vesting date of $182,000.

Performance Award Shares: On March 1, 2022, the Compensation Committee authorized and approved performance award to certain of the Company’s executive officers, consisting of 187,500 shares, of which: (a) 75,000 shares shall be earned if the closing price per share of the Company’s stock equals or exceeds $8.00 on ten trading days within any period of twenty consecutive trading days prior to March 1, 2027; and (b) 112,500 shares shall be earned if the closing price per share of the Company’s stock equals or exceeds $9.00 on ten trading days within any period of twenty consecutive trading days prior to March 1, 2027. Upon the achievement of each applicable stock hurdle described above: (i) one-third of the shares that are earned shall vest on the later of the date on which the shares are earned and March 1, 2023; (ii) one-third of the shares that are earned shall vest on the first anniversary of the date on which the shares are earned; (iii) one-third shall vest on the second anniversary of the date on which the shares are earned. All shares that are non-earned or non-vested will be forfeited upon the termination of service. The Company, with the assistance of an independent third party, determined that the aggregate grant date fair value of the awards amounted to $734,000.

For the fiscal years ended April 3, 2022 and March 28, 2021, the Company recognized compensation expense associated with non-vested stock grants, which is included in marketing and administrative expenses in the accompanying consolidated statements of income, as follows (in thousands):

Stock Granted in Fiscal Year	2022		2021
2019	$	-	$	87
2020		40		120
2021		207		124
2022		406		-
Total stock grant compensation	$	653	$	331

As of April 3, 2022, total unrecognized compensation expense related to the Company’s non-vested stock grants was $941,000, which will be recognized over the remaining portion of the respective vesting periods associated with each block of grants, such grants having a weighted average vesting term of 15.3 months. The amount of future compensation expense related to non-vested stock grants could be affected by any future non-vested stock grants and by the separation from the Company of any individual who has unearned or unvested grants as of such individual’s separation date.

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Note 10 - Income Taxes

12 Months Ended

Apr. 03, 2022

Notes to Financial Statements

Income Tax Disclosure [Text Block]

Note 10 – Income Taxes

The Company’s income tax provision for the fiscal years ended April 3, 2022 and March 28, 2021 is summarized below (in thousands):

	Fiscal year ended April 3, 2022
	Current			Deferred		Total
Income tax expense on current year income:
Federal	$	542		$	1,398	$	1,940
State		194			328		522
Foreign		11			-		11
Total income tax expense on current year income		747			1,726		2,473
Income tax expense (benefit) - discrete items:
Reserve for unrecognized tax benefits		59			-		59
Adjustment to prior year provision		(41	)		-		(41	)
Net excess tax benefit related to stock-based compensation		(83	)		-		(83	)
Income tax benefit - discrete items		(65	)		-		(65	)
Total income tax expense	$	682		$	1,726	$	2,408

	Fiscal year ended March 28, 2021
	Current			Deferred			Total
Income tax expense on current year income:
Federal	$	1,631		$	(216	)	$	1,415
State		479			(51	)		428
Foreign		10			-			10
Total income tax expense on current year income		2,120			(267	)		1,853
Income tax expense (benefit) - discrete items:
Reserve for unrecognized tax benefits		(145	)		-			(145	)
Adjustment to prior year provision		(54	)		-			(54	)
Net excess tax benefit related to stock-based compensation		(12	)		-			(12	)
Income tax benefit - discrete items		(211	)		-			(211	)
Total income tax expense	$	1,909		$	(267	)	$	1,642

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities as of April 3, 2022 and March 28, 2021 are as follows (in thousands):

	April 3, 2022			March 28, 2021
Deferred tax assets:
Employee wage and benefit accruals	$	495		$	532
Accounts receivable and inventory reserves		414			234
Operating lease liabilities		654			1,100
Intangible assets		322			172
State net operating loss carryforwards		755			736
Accrued interest and penalty on unrecognized tax liabilities		43			28
Stock-based compensation		289			195
Total gross deferred tax assets		2,972			2,997
Less valuation allowance		(755	)		(736	)
Deferred tax assets after valuation allowance		2,217			2,261
Deferred tax liabilities:
Prepaid expenses		(607	)		(452	)
Operating lease right of use assets		(600	)		(1,015	)
Intangible assets		(1,725	)		-
Property, plant and equipment		(305	)		(88	)
Total deferred tax liabilities		(3,237	)		(1,555	)
Net deferred income tax (liabilities) assets	$	(1,020	)	$	706

In assessing the probability that the Company’s deferred tax assets will be realized, management of the Company has considered whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of taxable income during the future periods in which the temporary differences giving rise to the deferred tax assets will become deductible. The Company has also considered the scheduled inclusion into taxable income in future periods of the temporary differences giving rise to the Company’s deferred tax liabilities. The valuation allowance as of April 3, 2022 and March 28, 2021 was related to state net operating loss carryforwards that the Company does not expect to be realized. Based upon the Company’s expectations of the generation of sufficient taxable income during future periods, the Company believes that it is more likely than not that the Company will realize its deferred tax assets, net of the valuation allowance and the deferred tax liabilities.

The following table sets forth the reconciliation of the beginning and ending amounts of unrecognized tax liabilities for fiscal years 2022 and 2021 (in thousands):

	2022		2021
Balance at beginning of period	$	630	$	721
Additions related to current year positions		59		88
Additions related to prior year positions		50		56
Revaluations due to change in enacted tax rates		-		-
Reductions for tax positions of prior years		-		-
Reductions due to lapses of the statute of limitations		-		(341	)
Additions pursuant to judgements and settlements		-		106
Balance at end of period	$	739	$	630

In December 2016, the Company was notified by the FTB of its intention to examine the Company’s claims for refund made in connection with amended consolidated income tax returns that the Company had filed. On January 10, 2021, the Company’s California consolidated income tax returns for the fiscal year ended April 3, 2016 became closed to examination or other adjustment. Accordingly, the Company reversed the reserve for an unrecognized tax liability that it had previously recorded for that fiscal year, which resulted in the recognition of a discrete income tax benefit of $233,000 during the fiscal year ended March 28, 2021 in the accompanying consolidated statements of income. The Company also reversed the interest expense and penalties that it had accrued in respect of the unrecognized tax liabilities for these fiscal years, which resulted in the recognition of a credit to interest expense of $108,000 during the fiscal year ended March 28, 2021.

On March 3, 2021, the Company and the FTB entered into a Settlement Agreement regarding the Company’s claim for refund made in connection with the amended consolidated income tax return that the Company filed for the fiscal year ended March 30, 2014. Under the terms of the Settlement Agreement, the FTB made a payment to the Company in the amount of 30% of the amount of the claim for refund of $448,000, or $134,000, plus interest of approximately $7,000. Other than the recognition of the interest portion of the settlement as interest income, the resolution of this claim for refund had no effect on the Company’s consolidated statements of income for the fiscal year ended March 28, 2021.

During the fiscal years ended April 3, 2022 and March 28, 2021, the Company recorded discrete income tax benefits of $34,000 and $74,000, respectively, to reflect the aggregate effect of certain tax credits claimed on its consolidated federal income tax returns.

During the fiscal years ended April 3, 2022 and March 28, 2021, the Company recorded discrete income tax benefits of $83,000 and $12,000, respectively, to reflect the effects during the periods of the excess tax benefits from the exercise of stock options and the vesting of non-vested stock.

The Company’s provision for income taxes is based upon effective tax rates of 19.5% and 21.3% in fiscal years 2022 and 2021, respectively. These effective tax rates are the sum of the top U.S. statutory federal income tax rate and a composite rate for state income taxes, net of federal tax benefit, in the various states in which the Company operates, plus the net effect of various discrete items.

The following table reconciles income tax expense on income from continuing operations at the U.S. federal income tax statutory rate to the net income tax provision reported for fiscal years 2022 and 2021 (in thousands):

	2022			2021
Federal statutory rate		21	%		21	%
Tax expense at federal statutory rate	$	2,588		$	1,622
State income taxes, net of Federal income tax benefit		413			338
Tax credits		(136	)		(135	)
Discrete items		(65	)		(211	)
Tax effect of book income not includible for tax purposes		(486	)		-
Other - net, including foreign		94			28
Income tax expense	$	2,408		$	1,642

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Note 11 - Shareholders' Equity

12 Months Ended

Apr. 03, 2022

Notes to Financial Statements

Stockholders' Equity Note Disclosure [Text Block]

Note 11 – Shareholders’ Equity

Dividends: The holders of shares of the Company’s common stock are entitled to receive dividends when and as declared by the Board. Aggregate cash dividends of $0.67 and $0.49 per share, amounting to $6.7 million and $5.0 million, were declared during fiscal years 2022 and 2021, respectively. Cash dividends declared during fiscal years 2022 and 2021 included special cash dividends of $0.35 and $0.25 per share, respectively. The Company’s financing agreement with CIT permits the payment by the Company of cash dividends on its common stock without limitation, provided there is no default before or as a result of the payment of such dividends.

Stock Repurchases: The Company acquired treasury shares by way of the surrender to the Company from several employees shares of common stock to satisfy the exercise price and income tax withholding obligations relating to the exercise of stock options and the vesting of stock. In this manner, the Company acquired 53,000 treasury shares during the fiscal year ended April 3, 2022 at a weighted-average market value of $7.72 per share and acquired 125,000 treasury shares during the fiscal year ended March 28, 2021 at a weighted-average market value of $7.27 per share.

On December 16, 2020, the Company purchased 250,000 shares of its common stock from E. Randall Chestnut, the Company’s then Chief Executive Officer. The shares were purchased at a purchase price of $7.5435 per share, which price represented the trailing 10-trading day volume weighted average closing price of the Company’s common stock ending, and including December 16, 2020.

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Note 12 - Related Party Transaction

12 Months Ended

Apr. 03, 2022

Notes to Financial Statements

Related Party Transactions Disclosure [Text Block]

Note 12 – Related Party Transaction

See the information set forth above in Note 11 – Shareholders’ Equity related to the Company’s purchase of 250,000 shares of its common stock from E. Randall Chestnut, the Company’s then Chief Executive Officer.

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Note 13 - Major Customers

12 Months Ended

Apr. 03, 2022

Notes to Financial Statements

Segment Reporting Disclosure of Major Customers [Text Block]

Note 13 – Major Customers

The table below sets forth those customers that represented more than 10% of the Company’s gross sales during fiscal years ended April 3, 2022 and March 28, 2021.

	2022			2021
Walmart Inc.		52	%		43	%
Amazon.com, Inc.		21	%		25	%

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Note 14 - Commitments and Contingencies

12 Months Ended

Apr. 03, 2022

Notes to Financial Statements

Commitments and Contingencies Disclosure [Text Block]

Note 14 – Commitments and Contingencies

Total royalty expense amounted to $6.0 million and $5.7 million for fiscal years 2022 and 2021, respectively. The Company’s commitment for minimum guaranteed royalty payments under its license agreements as of April 3, 2022 is $4.4 million, consisting of $2.9 million and $1.5 million due in fiscal years 2023 and 2024, respectively.

The Company is, from time to time, involved in various legal proceedings relating to claims arising in the ordinary course of its business. Neither the Company nor any of its subsidiaries is a party to any such legal proceeding the outcome of which, individually or in the aggregate, is expected to have a material adverse effect on the Company’s financial position, results of operations or cash flows.

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Note 15 - Subsequent Events

12 Months Ended

Apr. 03, 2022

Notes to Financial Statements

Subsequent Events [Text Block]

Note 15 – Subsequent Events

On June 2, 2022, the Company’s financing agreement with CIT was amended to transition from the LIBOR reference rate to SOFR plus 1.6%. The Company has evaluated events that have occurred between April 3, 2022 and the date that the accompanying financial statements were issued, and has determined that there are no other material subsequent events that require disclosure.

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Significant Accounting Policies (Policies)

12 Months Ended

Apr. 03, 2022

Accounting Policies [Abstract]

Basis of Accounting, Policy [Policy Text Block]

Basis of Presentation: The accompanying consolidated financial statements include the accounts of the Company and have been prepared pursuant to accounting principles generally accepted in the U.S. (“GAAP”) as promulgated by the Financial Accounting Standards Board (“FASB”). 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.

Use of Estimates, Policy [Policy Text Block]

Use of Estimates: The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated balance sheets and the reported amounts of revenues and expenses during the periods presented on the consolidated statements of income and cash flows. Significant estimates are made with respect to:

● Allowances related to accounts receivable for customer deductions for returns, allowances and disputes,

● Inventory reserves for discontinued finished goods, and

● A reserve for unrecognized tax liabilities in respect of the tax impact of state apportionment percentages.

Actual results could differ materially from these estimates.

Cash and Cash Equivalents, Policy [Policy Text Block]

Cash and Cash Equivalents: The Company’s credit facility consists of a revolving line of credit under a financing agreement with The CIT Group/Commercial Services, Inc. (“CIT”), a subsidiary of CIT Group Inc. The Company classifies a negative balance outstanding under this revolving line of credit as cash and cash equivalents, as these amounts are legally owed to the Company and are immediately available to be drawn upon by the Company. There are no compensating balance requirements or other restrictions on the transfer of amounts associated with the Company’s depository accounts.

Fair Value of Financial Instruments, Policy [Policy Text Block]

Financial Instruments: For short-term instruments such as cash and cash equivalents, accounts receivable and accounts payable, the Company uses carrying value as a reasonable estimate of fair value.

Segment Reporting, Policy [Policy Text Block]

Segments and Related Information: The Company operates primarily in one principal segment, infant and toddler products. These products consist of infant and toddler bedding and blankets, bibs, soft bath products, disposable products, developmental and bath toys and accessories. Net sales of bedding, blankets and accessories and net sales of bibs, bath and disposable products for the fiscal years ended April 3, 2022 and March 28, 2021 are as follows (in thousands):

	2022		2021
Bedding, blankets and accessories	$	45,341	$	47,036
Bibs, bath, developmental toy, feeding, baby care and disposable products		42,019		32,128
Total net sales	$	87,360	$	79,164

Revenue from Contract with Customer [Policy Text Block]

Revenue Recognition: Revenue is recognized upon the satisfaction of all contractual performance obligations and the transfer of control of the products sold to the customer. The majority of the Company’s sales consists of single performance obligation arrangements for which the transaction price for a given product sold is equivalent to the price quoted for the product, net of any stated discounts applicable at a point in time. Each sales transaction results in an implicit contract with the customer to deliver a product as directed by the customer. Shipping and handling costs that are charged to customers are included in net sales, and the Company’s costs associated with shipping and handling activities are included in cost of products sold.

A provision for anticipated returns, which are based upon historical returns and claims, is provided through a reduction of net sales and cost of products sold in the reporting period within which the related sales are recorded. Actual returns and claims experienced in a future period may differ from historical experience, and thus, the Company’s provision for anticipated returns at any given point in time may be over-funded or under-funded.

The Company recognizes revenue associated with unredeemed store credits and gift certificates at the earlier of their redemption by customers, their expiration or when their likelihood of redemption becomes remote, which is generally two years from the date of issuance. Revenue from sales made directly to consumers is recorded when the shipped products have been received by customers, and excludes sales taxes collected on behalf of governmental entities. Revenue from sales made to retailers is recorded when legal title has been passed to the customer based upon the terms of the customer’s purchase order, the Company’s sales invoice, or other associated relevant documents. Such terms usually stipulate that legal title will pass when the shipped products are no longer under the control of the Company, such as when the products are picked up at the Company’s facility by the customer or by a common carrier. Payment terms can vary from prepayment for sales made directly to consumers to payment due in arrears (generally, 60 days of being invoiced) for sales made to retailers.

Receivable [Policy Text Block]

Allowances Against Accounts Receivable: Revenue from sales made to retailers is reported net of allowances for anticipated returns and other allowances, including cooperative advertising allowances, warehouse allowances, placement fees, volume rebates, coupons and discounts. Such allowances are recorded commensurate with sales activity or using the straight-line method, as appropriate, and the cost of such allowances is netted against sales in reporting the results of operations. The provision for the majority of the Company’s allowances occurs on a per-invoice basis. When a customer requests to have an agreed-upon deduction applied against the customer’s outstanding balance due to the Company, the allowances are correspondingly reduced to reflect such payments or credits issued against the customer’s account balance. The Company analyzes the components of the allowances for customer deductions monthly and adjusts the allowances to the appropriate levels. Although the timing of funding requests for advertising support can cause the net balance in the allowance account to fluctuate from period to period, such timing has no impact on the consolidated statements of income since such costs are accrued commensurate with sales activity or using the straight-line method, as appropriate.

Uncollectible Accounts: To reduce the exposure to credit losses and to enhance the predictability of its cash flows, the Company assigns substantially all of its receivables under factoring agreements with CIT. In the event a factored receivable becomes uncollectible due to creditworthiness, CIT bears the risk of loss. The Company recognizes revenue net of the amount that is expected to be uncollectible on accounts receivable, if any, that are not assigned under the factoring agreements with CIT. The Company’s management makes estimates of the uncollectiblity of its non-factored accounts receivable by specifically analyzing the accounts receivable, historical bad debts, customer concentrations, customer creditworthiness, current economic trends and changes in its customers’ payment terms.

Concentration Risk, Credit Risk, Policy [Policy Text Block]

Credit Concentration: The Company’s accounts receivable at April 3, 2022 amounted to $23.2 million, net of allowances of $945,000. Of this amount, $21.1 million was due from CIT under the factoring agreements; an additional amount of $1.5 million was due from CIT as a negative balance outstanding under the revolving line of credit. The combined amount of $22.6 million represents the maximum loss that the Company could incur if CIT failed completely to perform its obligations under the factoring agreements and the revolving line of credit. The Company’s accounts receivable at March 28, 2021 amounted to $19.3 million, net of allowances of $723,000. Of this amount, $18.6 million was due from CIT under the factoring agreements; an additional amount of $602,000 was due from CIT as a negative balance outstanding under the revolving line of credit. The combined amount of $19.2 million represented the maximum loss that the Company could have incurred if CIT failed completely to perform its obligations under the factoring agreements and the revolving line of credit.

Other Accrued Liabilities [Policy Text Block]

Other Accrued Liabilities: Other accrued liabilities amounted to $94,000 and $215,000 at April 3, 2022 and March 28, 2021, respectively. Of these amounts, $35,000 and $85,000, respectively, reflected unearned revenue recorded for payments from customers that were received before the products ordered were received by the customers, and as of March 28, 2021, $14,000 and $6,000 reflected reserves for customer returns and unredeemed store credits and gift certificates, respectively.

Inventory, Policy [Policy Text Block]

Inventory Valuation: The preparation of the Company's financial statements requires careful determination of the appropriate value of the Company's inventory balances. Such amounts are presented as a current asset in the accompanying consolidated balance sheets and are a direct determinant of cost of products sold in the accompanying consolidated statements of income and, therefore, have a significant impact on the amount of net income reported in the accounting periods. The basis of accounting for inventories is cost, which includes the direct supplier acquisition cost, duties, taxes and freight, and the indirect costs to design, develop, source and store the product until it is sold. Once cost has been determined, the Company’s inventory is then stated at the lower of cost or net realizable value, with cost determined using the first-in, first-out (“FIFO”) method, which assumes that inventory quantities are sold in the order in which they are acquired.

The determination of the indirect charges and their allocation to the Company’s finished goods inventories is complex and requires significant management judgment and estimates. If management made different judgments or utilized different estimates, then differences would result in the valuation of the Company’s inventories and in the amount and timing of the Company’s cost of products sold and the resulting net income for the reporting period.

On a periodic basis, management reviews its inventory quantities on hand for obsolescence, physical deterioration, changes in price levels and the existence of quantities on hand which may not reasonably be expected to be sold within the Company’s normal operating cycle. To the extent that any of these conditions is believed to exist or the market value of the inventory expected to be realized in the ordinary course of business is otherwise no longer as great as its carrying value, an allowance against the inventory value is established. To the extent that this allowance is established or increased during an accounting period, an expense is recorded in cost of products sold in the Company’s consolidated statements of income. Only when inventory for which an allowance has been established is later sold or is otherwise disposed is the allowance reduced accordingly. Significant management judgment is required in determining the amount and adequacy of this allowance. In the event that actual results differ from management’s estimates or these estimates and judgments are revised in future periods, the Company may not fully realize the carrying value of its inventory or may need to establish additional allowances, either of which could materially impact the Company’s financial position and results of operations.

Lessee, Leases [Policy Text Block]

Leases: The Company capitalizes most of its operating lease obligations as right-of-use assets and recognizes corresponding liabilities. The Company elects to use the practical expedient that permits the Company to exclude short-term agreements of less than 12 months from capitalization. The Company is a party to various operating leases for offices, warehousing facilities and certain office equipment. The leases expire at various dates, have varying options to renew and cancel, and may contain escalation provisions. The Company recognizes as expense non-variable lease payments ratably over the lease term. The key estimates for the Company’s leases include the discount rate used to discount the unpaid lease payment to present value and the lease term. The Company’s leases generally do not include a readily determinable implicit rate; therefore, management determined the incremental borrowing rate to discount the lease payment based on the information available at lease commencement. For purposes of such estimates, a lease term includes the noncancellable period under the applicable lease.

Depreciation, Depletion, and Amortization [Policy Text Block]

Depreciation and Amortization: The accompanying consolidated balance sheets reflect property, plant and equipment, and certain intangible assets at cost less accumulated depreciation or amortization. The Company capitalizes additions and improvements and expenses maintenance and repairs as incurred. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets, which are three to eight years for property, plant and equipment, and five to twenty years for intangible assets other than goodwill. The Company amortizes improvements to its leased facilities over the term of the lease or the estimated useful life of the asset, whichever is shorter.

Intangible Assets, Finite-Lived, Policy [Policy Text Block]

Patent Costs: The Company incurs certain legal and related costs in connection with patent applications. The Company capitalizes such costs to be amortized over the expected life of the patent to the extent that an economic benefit is anticipated from the resulting patent or an alternative future use is available to the Company. The Company also capitalizes legal and other costs incurred in the protection or defense of the Company’s patents when it is believed that the future economic benefit of the patent will be maintained or increased and a successful defense is probable. Capitalized patent defense costs are amortized over the remaining expected life of the related patent. The Company’s assessment of future economic benefit of its patents involves considerable management judgment, and a different conclusion could result in a material impairment charge up to the carrying value of these assets.

Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block]

Valuation of Long-Lived Assets and Identifiable Intangible Assets: In addition to the depreciation and amortization procedures set forth above, the Company reviews for impairment long-lived asset groups and certain identifiable intangible asset groups whenever events or changes in circumstances indicate that the carrying amount of any asset group may not be recoverable. In the event of an impairment, the asset is written down to its fair value.

Royalty Payments [Policy Text Block]

Royalty Payments: The Company has entered into 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 consolidated statements of income and amounted to $6.0 million and $5.7 million for fiscal years 2022 and 2021, respectively.

Income Tax, Policy [Policy Text Block]

Provision for Income Taxes: The Company’s provision for income taxes includes all currently payable federal, state, local and foreign taxes and is based upon the Company’s effective tax rate, which is based on the Company’s pre-tax income, as adjusted for certain expenses within the consolidated statements of income that will never be deductible on the Company’s tax returns and certain charges expected to be deducted on the Company’s tax returns that will never be deducted on the consolidated statements of income, multiplied by the statutory tax rates for the various jurisdictions in which the Company operates and reduced by certain anticipated tax credits. 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; taxable years open to examination as of April 3, 2022 were the fiscal years ended April 3, 2022, March 28, 2021, March 29, 2020, March 31, 2019, April 1, 2018 and April 2, 2017.

Management evaluates items of income, deductions and credits reported on the Company’s various federal and state income tax returns filed and recognizes the effect of positions taken on those income tax returns only if those positions are more likely than not to be sustained. The Company applies the provisions of accounting guidelines that require a minimum recognition threshold that a tax benefit must meet before being recognized in the financial statements. Recognized income tax positions are measured at the largest amount that has a greater than 50% likelihood of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.

After considering all relevant information regarding the calculation of the state portion of its income tax provision, the Company believes that the technical merits of the tax position that the Company has taken with respect to state apportionment percentages would more likely than not be sustained. However, the Company also realizes that the ultimate resolution of such tax position could result in a tax charge that is more than the amount realized based upon the application of the tax position taken. Therefore, the Company’s measurement regarding the tax impact of the revised state apportionment percentages resulted in the Company recording discrete reserves for unrecognized tax liabilities during fiscal years 2022 and 2021 of $59,000 and $88,000, respectively, in the accompanying consolidated statements of income.

The Company’s policy is to accrue interest expense and penalties as appropriate on any estimated unrecognized tax liabilities as a charge to interest expense in the Company’s consolidated statements of income. During fiscal years 2022 and 2021, the Company accrued $50,000 and $56,000, respectively, for interest expense and penalties on the portion of the unrecognized tax liabilities for which the relevant statute of limitations remained unexpired.

In August 2020, the Company was notified by the Franchise Tax Board of the State of California (the “FTB”) of its intention to examine the Company’s California consolidated income tax returns for the fiscal years ended March 31, 2019, April 1, 2018 and April 2, 2017. Further, in February 2021, the Company was notified by the U.S. Internal Revenue Service of its intention to examine the Company’s original and amended federal consolidated income tax returns for the fiscal year ended April 2, 2017. The ultimate resolution of these examinations could include administrative or legal proceedings. Although management believes that the calculations and positions taken on these consolidated income tax returns and all other filed income tax returns are reasonable and justifiable, the outcome of these or any other 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.

Advertising Cost [Policy Text Block]

Advertising Costs: The Company’s advertising costs are primarily associated with cooperative advertising arrangements with certain of the Company’s customers and are recognized using the straight-line method based upon aggregate annual estimated amounts for these customers, with periodic adjustments to the actual amounts of authorized agreements. Advertising expense is included in marketing and administrative expenses in the consolidated statements of income and amounted to $408,000 and $1.3 million for fiscal years 2022 and 2021, respectively.

Earnings Per Share, Policy [Policy Text Block]

Earnings Per Share: The Company calculates basic earnings per share by using a weighted average of the number of shares outstanding during the reporting periods. Diluted shares outstanding are calculated in accordance with the treasury stock method, which assumes that the proceeds from the exercise of all exercisable options would be used to repurchase shares at market value. The net number of shares issued after the exercise proceeds are exhausted represents the potentially dilutive effect of the exercisable options, which are added to basic shares to arrive at diluted shares.

Reclassification, Comparability Adjustment [Policy Text Block]

Reclassifications: The Company has classified certain prior year information to conform to the amounts presented in the
current year. None of the changes impact the Company’s previously reported financial position or results of operations.

New Accounting Pronouncements, Policy [Policy Text Block]

Recently-Issued Accounting Standards: In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, the objective of which is to provide financial statement users with more information about the expected credit losses on financial instruments and other commitments to extend credit held by an entity. Current GAAP requires an “incurred loss” methodology for recognizing credit losses that delays recognition until it is probable that a loss has been incurred. Because this methodology restricted the recognition of credit losses that are expected, but did not yet meet the “probable” threshold, ASU No. 2016-13 was issued to require the consideration of a broader range of reasonable and supportable information when determining estimates of credit losses.

ASU No. 2016-13 is to be applied using a modified retrospective approach, and the ASU could have been early-adopted in the fiscal year that began after December 15, 2018. When issued, ASU No. 2016-13 was required to be adopted no later than the fiscal year beginning after December 15, 2019, but on November 15, 2019, the FASB issued ASU No. 2019-10, Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates, which provided for the deferral of the effective date of ASU No. 2016-13 for registrants that are a smaller reporting company to the first interim period of the fiscal year beginning after December 15, 2022. Accordingly, the Company intends to adopt ASU No. 2016-13 effective as of April 3, 2023. Although the Company has not determined the full impact of the adoption of ASU No. 2016-13, because the Company assigns the majority of its trade accounts receivable under factoring agreements with CIT, the Company does not believe that the adoption of the ASU will have a significant impact on the Company’s financial position, results of operations and related disclosures.

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740) – Simplifying the Accounting for Income Taxes, the objective of which was to simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The ASU amended the FASB ASC in order to improve the consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending the existing guidance. The amendments contained in ASU No. 2019-12 were required to be adopted for public entities in the first interim period of the fiscal year beginning after December 15, 2020. Accordingly, the Company adopted ASU No. 2019-12 effective as of March 29, 2021, which did not have a significant impact on the Company’s financial position, results of operations and related disclosures.

The Company has determined that all other ASU’s issued which had become effective as of June 2, 2022, or which will become effective at some future date, are not expected to have a material impact on the Company’s consolidated financial statements.

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Schedule II - Valuation and Qualifying Accounts (Tables)

12 Months Ended

Apr. 03, 2022

Notes Tables

Summary of Valuation Allowance [Table Text Block]

	Valuation and Qualifying Accounts
Column A	Column B		Column C		Column D		Column E
	Balance at Beginning		Charged to				Balance at End of
	of Period		Expenses		Deductions		Period
	(in thousands)
Accounts Receivable Valuation Accounts:
Year Ended March 28, 2021
Allowance for customer deductions	$	530	$	4,726	$	4,533	$	723
Year Ended April 3, 2022
Allowance for customer deductions	$	723	$	6,052	$	5,830	$	945

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Note 2 - Summary of Significant Accounting Policies (Tables)

12 Months Ended

Apr. 03, 2022

Notes Tables

Schedule of Segment Reporting Information, by Segment [Table Text Block]

	2022		2021
Bedding, blankets and accessories	$	45,341	$	47,036
Bibs, bath, developmental toy, feeding, baby care and disposable products		42,019		32,128
Total net sales	$	87,360	$	79,164

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Note 3 - Inventories (Tables)

12 Months Ended

Apr. 03, 2022

Notes Tables

Schedule of Inventory, Current [Table Text Block]

	April 3, 2022		March 28, 2021
Raw Materials	$	28	$	453
Work in Process		-		19
Finished Goods		20,625		19,863
Total inventory	$	20,653	$	20,335

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Note 4 - Carousel Designs (Tables)

12 Months Ended

Apr. 03, 2022

Notes Tables

Details of Impairment of Long-Lived Assets Held and Used by Asset [Table Text Block]

									Impairment
	Amounts as of March 28, 2021								Loss
			Accumulated						Fiscal
	Gross		Depreciation		Carrying		Fair Value		Year
	Amount		or Amortization		Value		Amount		2021
Property, plant and equipment
Vehicle	$	21	$	16	$	5	$	-	$	5
Leasehold improvements		5		4		1		-		1
Machinery and equipment		1,173		577		596		24		572
Total property, plant and equipment		1,199		597		602		24		578
Amortizable intangible assets:
Tradename		1,100		269		831		-		831
Developed technology		1,100		403		697		-		697
Non-compete covenants		360		264		96		-		96
Total amortizable intangible assets		2,560		936		1,624		-		1,624
Operating lease liabilities, current		32		-		32		-		32
Total long-lived assets	$	3,791	$	1,533	$	2,258	$	24	$	2,234

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Note 7 - Goodwill, Customer Relationships and Other Intangible Assets (Tables)

12 Months Ended

Apr. 03, 2022

Notes Tables

Schedule of Finite-Lived Intangible Assets [Table Text Block]

									Amortization Expense
	Gross Amount				Accumulated Amortization				Fiscal Year Ended
	April 3,		March 28,		April 3,		March 28,		April 3,		March 28,
	2022		2021		2022		2021		2022		2021
Tradename and trademarks	$	2,567	$	2,567	$	1,885	$	1,722	$	163	$	244
Developed technology		-		-		-		-		-		110
Non-compete covenants		98		98		98		93		5		79
Patents		1,601		1,601		1,003		950		53		61
Customer relationships		7,374		7,374		6,000		5,712		288		296
Total other intangible assets	$	11,640	$	11,640	$	8,986	$	8,477	$	509	$	790
Classification within the accompanying consolidated statements of income:
Cost of products sold									$	5	$	7
Marketing and administrative expenses										504		783
Total amortization expense									$	509	$	790

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Note 8 - Leases (Tables)

12 Months Ended

Apr. 03, 2022

Notes Tables

Lease, Cost [Table Text Block]

	2022		2021
Cost of products sold	$	1,598	$	1,691
Marketing and administrative expenses		164		202
Total operating lease costs	$	1,762	$	1,893

Lessee, Operating Lease, Liability, Maturity [Table Text Block]

Fiscal Year
2023	$	1,896
2024		491
2025		187
2026		158
Total undiscounted operating lease payments		2,732
Less imputed interest		91
Operating lease liabilities - net	$	2,641

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Note 9 - Stock-based Compensation (Tables)

12 Months Ended

Apr. 03, 2022

Notes Tables

Share-Based Payment Arrangement, Option, Activity [Table Text Block]

	2022					2021
	Weighted-					Weighted-
	Average		Number of			Average		Number of
	Exercise		Options			Exercise		Options
	Price		Outstanding			Price		Outstanding
Outstanding at Beginning of Period	$	6.84		567,500		$	6.86		517,500
Granted		7.98		158,000			5.81		185,000
Exercised		7.72		(70,000	)		7.27		(135,000	)
Forfeited		4.84		(20,000	)		-		-
Outstanding at End of Period		7.39		635,500			6.84		567,500
Exercisable at End of Period		7.50		390,000			7.84		320,000

Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]

	Fiscal Year Ended
	April 3, 2022			March 28, 2021
Number of options issued		158,000			75,000			110,000
Grant date	June 9, 2021			January 4, 2021			June 10, 2020
Dividend yield		4.00	%		4.50	%		6.50	%
Expected volatility		35.00	%		35.00	%		30.00	%
Risk free interest rate		0.530	%		0.260	%		0.275	%
Contractual term (years)		10.00			10.00			10.00
Expected term (years)		4.00			4.00			4.00
Forfeiture rate		5.00	%		5.00	%		5.00	%
Exercise price (grant-date closing price) per option	$	7.98		$	7.11		$	4.92
Fair value per option	$	1.61		$	1.30		$	0.56

Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block]

	Fiscal Year Ended April 3, 2022
	Cost of		Marketing &
	Products		Administrative		Total
Options Granted in Fiscal Year	Sold		Expenses		Expense
2020	$	3	$	4	$	7
2021		14		64		78
2022		30		66		96
Total stock option compensation	$	47	$	134	$	181

	Fiscal Year Ended March 28, 2021
	Cost of		Marketing &
	Products		Administrative		Total
Options Granted in Fiscal Year	Sold		Expenses		Expense
2019	$	2	$	3	$	5
2020		10		15		25
2021		10		23		33
Total stock option compensation	$	22	$	41	$	63

Stock Granted in Fiscal Year	2022		2021
2019	$	-	$	87
2020		40		120
2021		207		124
2022		406		-
Total stock grant compensation	$	653	$	331

Share-Based Payment Arrangement, Option, Exercise Price Range [Table Text Block]

								Weighted-				Weighted-
						Weighted-		Avg. Exercise				Avg. Exercise
				Number		Avg. Remaining		Price of		Number		Price of
Exercise				of Options		Contractual		Options		of Options		Options
Price				Outstanding		Life in Years		Outstanding		Exercisable		Exercisable
$	4.00	-	4.99		115,000		7.80	$	4.86		65,000	$	4.81
$	5.00	-	5.99		20,000		6.20	$	5.90		20,000	$	5.90
$	6.00	-	6.99		10,000		1.20	$	6.14		10,000	$	6.14
$	7.00	-	7.99		365,500		7.22	$	7.74		170,000	$	7.65
$	8.00	-	8.99		55,000		3.19	$	8.38		55,000	$	8.38
$	9.00	-	9.99		70,000		4.18	$	9.60		70,000	$	9.60
					635,500		6.51	$	7.39		390,000	$	7.50

Schedule of Nonvested Share Activity [Table Text Block]

Number of Shares	Fair Value per Share		Grant Date	Vesting Period (Years)
40,165	$	7.47	August 11, 2021	One
41,452		5.79	August 12, 2020	Two
46,512		5.16	August 14, 2019	Two
28,000		5.43	August 8, 2018	Two

Number of Shares	Fair Value per Share		Grant Date	Vesting Date
25,000	$	5.86	January 18, 2019	January 18, 2021
20,000		4.92	June 10, 2020	June 10, 2022
10,000		7.60	February 22, 2021	February 22, 2023
25,000		7.98	June 9, 2021	June 9, 2022

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Note 10 - Income Taxes (Tables)

12 Months Ended

Apr. 03, 2022

Notes Tables

Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]

	Fiscal year ended April 3, 2022
	Current			Deferred		Total
Income tax expense on current year income:
Federal	$	542		$	1,398	$	1,940
State		194			328		522
Foreign		11			-		11
Total income tax expense on current year income		747			1,726		2,473
Income tax expense (benefit) - discrete items:
Reserve for unrecognized tax benefits		59			-		59
Adjustment to prior year provision		(41	)		-		(41	)
Net excess tax benefit related to stock-based compensation		(83	)		-		(83	)
Income tax benefit - discrete items		(65	)		-		(65	)
Total income tax expense	$	682		$	1,726	$	2,408

	Fiscal year ended March 28, 2021
	Current			Deferred			Total
Income tax expense on current year income:
Federal	$	1,631		$	(216	)	$	1,415
State		479			(51	)		428
Foreign		10			-			10
Total income tax expense on current year income		2,120			(267	)		1,853
Income tax expense (benefit) - discrete items:
Reserve for unrecognized tax benefits		(145	)		-			(145	)
Adjustment to prior year provision		(54	)		-			(54	)
Net excess tax benefit related to stock-based compensation		(12	)		-			(12	)
Income tax benefit - discrete items		(211	)		-			(211	)
Total income tax expense	$	1,909		$	(267	)	$	1,642

Schedule of Deferred Tax Assets and Liabilities [Table Text Block]

	April 3, 2022			March 28, 2021
Deferred tax assets:
Employee wage and benefit accruals	$	495		$	532
Accounts receivable and inventory reserves		414			234
Operating lease liabilities		654			1,100
Intangible assets		322			172
State net operating loss carryforwards		755			736
Accrued interest and penalty on unrecognized tax liabilities		43			28
Stock-based compensation		289			195
Total gross deferred tax assets		2,972			2,997
Less valuation allowance		(755	)		(736	)
Deferred tax assets after valuation allowance		2,217			2,261
Deferred tax liabilities:
Prepaid expenses		(607	)		(452	)
Operating lease right of use assets		(600	)		(1,015	)
Intangible assets		(1,725	)		-
Property, plant and equipment		(305	)		(88	)
Total deferred tax liabilities		(3,237	)		(1,555	)
Net deferred income tax (liabilities) assets	$	(1,020	)	$	706

Schedule of Unrecognized Tax Benefits Roll Forward [Table Text Block]

	2022		2021
Balance at beginning of period	$	630	$	721
Additions related to current year positions		59		88
Additions related to prior year positions		50		56
Revaluations due to change in enacted tax rates		-		-
Reductions for tax positions of prior years		-		-
Reductions due to lapses of the statute of limitations		-		(341	)
Additions pursuant to judgements and settlements		-		106
Balance at end of period	$	739	$	630

Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]

	2022			2021
Federal statutory rate		21	%		21	%
Tax expense at federal statutory rate	$	2,588		$	1,622
State income taxes, net of Federal income tax benefit		413			338
Tax credits		(136	)		(135	)
Discrete items		(65	)		(211	)
Tax effect of book income not includible for tax purposes		(486	)		-
Other - net, including foreign		94			28
Income tax expense	$	2,408		$	1,642

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Note 13 - Major Customers (Tables)

12 Months Ended

Apr. 03, 2022

Notes Tables

Schedule of Revenue by Major Customers by Reporting Segments [Table Text Block]

	2022			2021
Walmart Inc.		52	%		43	%
Amazon.com, Inc.		21	%		25	%

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Schedule II - Valuation and Qualifying Accounts - Valuation And Qualifying Accounts (Details) - Allowance for Customer Deductions [Member] - USD ($) $ in Thousands	12 Months Ended
	Apr. 03, 2022	Mar. 28, 2021
Balance at Beginning of Period	$ 723	$ 530
Charged to Expenses	6,052	4,726
Deductions	5,830	4,533
Balance at End of Period	$ 945	$ 723

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Note 2 - Summary of Significant Accounting Policies (Details Textual)	12 Months Ended
	Apr. 03, 2022 USD ($)	Mar. 28, 2021 USD ($)
Number of Operating Segments	1
Accounts Receivable, after Allowance for Credit Loss, Current, Total	$ 23,200,000	$ 19,300,000
Accounts Receivable, Allowance for Credit Loss, Current	945,000	723,000
Other Accrued Liabilities, Current	94,000	215,000
Cost of Goods and Services Sold, Total	64,052,000	55,067,000
Unrecognized Tax Benefits, Increase Resulting from Current Period Tax Positions	59,000	88,000
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense, Total	50,000	56,000
Advertising Expense	408,000	1,300,000
Royalty [Member]
Cost of Goods and Services Sold, Total	$ 6,000,000.0	5,700,000
Minimum [Member]
Property, Plant and Equipment, Useful Life (Year)	3 years
Finite-Lived Intangible Asset, Useful Life (Year)	5 years
Maximum [Member]
Property, Plant and Equipment, Useful Life (Year)	8 years
Finite-Lived Intangible Asset, Useful Life (Year)	20 years
Other Accrued Liabilities [Member] | Up-front Payment Arrangement [Member]
Contract with Customer, Liability, Current	$ 35,000	85,000
Other Accrued Liabilities [Member] | Customer Returns [Member]
Contract with Customer, Liability, Current		14,000
Other Accrued Liabilities [Member] | Unredeemed Store Credits and Gift Certificates [Member]
Contract with Customer, Liability, Current		6,000
Receivable Due from Factor [Member]
Accounts Receivable, after Allowance for Credit Loss, Current, Total	21,100,000	18,600,000
Negative Balance Outstanding Under Revolving Line of Credit [Member]
Accounts Receivable, after Allowance for Credit Loss, Current, Total	1,500,000	602,000
Receivable from Factor, and Negative Balance on Revolving Line of Credit [Member]
Accounts Receivable, after Allowance for Credit Loss, Current, Total	$ 22,600,000	$ 19,200,000

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Note 2 - Summary of Significant Accounting Policies - Segment and Related Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Apr. 03, 2022	Mar. 28, 2021
Net sales	$ 87,360	$ 79,164
Bedding, Blankets, And Accessories [Member]
Net sales	45,341	47,036
Bibs, Bath, And Disposable Products [Member]
Net sales	$ 42,019	$ 32,128

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Note 3 - Inventories - Components of Inventories (Details) - USD ($) $ in Thousands	Apr. 03, 2022	Mar. 28, 2021
Raw Materials	$ 28	$ 453
Work in Process	0	19
Finished Goods	20,625	19,863
Total inventory	$ 20,653	$ 20,335

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Note 4 - Carousel Designs (Details Textual) - USD ($)	12 Months Ended
	Apr. 03, 2022	Mar. 28, 2021
Gross Profit, Total	$ 23,308,000	$ 24,097,000
Discontinued Operations, Disposed of by Means Other than Sale [Member] | Carousel Designs, LLC [Member] | Sale of Inventory Below Cost [Member]
Gross Profit, Total	(689,000)
Discontinued Operations, Disposed of by Means Other than Sale [Member] | Carousel Designs, LLC [Member] | Settlement With Supplier [Member]
Gross Profit, Total	(334,000)
Discontinued Operations, Disposed of by Means Other than Sale [Member] | Carousel Designs, LLC [Member] | Liquidation of Inventory [Member]
Gross Profit, Total	$ (265,000)

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Note 4 - Carousel Designs - Evaluation of Long-lived Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Apr. 03, 2022	Mar. 28, 2021
Total property, plant and equipment, gross	$ 4,555	$ 4,093
Total property, plant and equipment, accumulated depreciation or amortization	3,198	2,635
Total property, plant and equipment, carrying value	1,357	1,458
Total amortizable intangible assets, gross	11,640	11,640
Less accumulated amortization	8,986	8,477
Operating lease liabilities, current	2,423	4,068
Total long-lived assets, carrying value	60,155	58,082
Total long-lived assets, impairment loss	0	2,234
Noncompete Agreements [Member]
Total amortizable intangible assets, gross	98	98
Less accumulated amortization	$ 98	93
Carousel Designs, LLC [Member]
Total property, plant and equipment, gross		1,199
Total property, plant and equipment, accumulated depreciation or amortization		597
Total property, plant and equipment, carrying value		602
Total property, plant and equipment, fair value		24
Total property, plant and equipment, impairment loss		578
Total amortizable intangible assets, gross		2,560
Less accumulated amortization		936
Total amortizable intangible assets, carrying value		1,624
Total amortizable intangible assets, fair value		0
Total amortizable intangible assets, impairment loss		1,624
Operating lease liabilities, current		32
Operating lease liabilities, current		0
Operating lease liabilities, current, impairment loss		32
Total long-lived assets, carrying value		3,791
Total long-lived assets, accumulated depreciation or amortization		1,533
Total long-lived assets, carrying value		2,258
Total long-lived assets		24
Total long-lived assets, impairment loss		2,234
Carousel Designs, LLC [Member] | Trade Names [Member]
Total amortizable intangible assets, gross		1,100
Less accumulated amortization		269
Total amortizable intangible assets, carrying value		831
Total amortizable intangible assets, fair value		0
Total amortizable intangible assets, impairment loss		831
Carousel Designs, LLC [Member] | Developed Technology Rights [Member]
Total amortizable intangible assets, gross		1,100
Less accumulated amortization		403
Total amortizable intangible assets, carrying value		697
Total amortizable intangible assets, fair value		0
Total amortizable intangible assets, impairment loss		697
Carousel Designs, LLC [Member] | Noncompete Agreements [Member]
Total amortizable intangible assets, gross		360
Less accumulated amortization		264
Total amortizable intangible assets, carrying value		96
Total amortizable intangible assets, fair value		0
Total amortizable intangible assets, impairment loss		96
Vehicles [Member] | Carousel Designs, LLC [Member]
Total property, plant and equipment, gross		21
Total property, plant and equipment, accumulated depreciation or amortization		16
Total property, plant and equipment, carrying value		5
Total property, plant and equipment, fair value		0
Total property, plant and equipment, impairment loss		5
Leasehold Improvements [Member] | Carousel Designs, LLC [Member]
Total property, plant and equipment, gross		5
Total property, plant and equipment, accumulated depreciation or amortization		4
Total property, plant and equipment, carrying value		1
Total property, plant and equipment, fair value		0
Total property, plant and equipment, impairment loss		1
Machinery and Equipment [Member] | Carousel Designs, LLC [Member]
Total property, plant and equipment, gross		1,173
Total property, plant and equipment, accumulated depreciation or amortization		577
Total property, plant and equipment, carrying value		596
Total property, plant and equipment, fair value		24
Total property, plant and equipment, impairment loss		$ 572

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Note 5 - Financing Arrangements (Details Textual) - USD ($)						12 Months Ended
	Jun. 02, 2022	Apr. 03, 2022	May 31, 2021	May 20, 2021	Apr. 19, 2020	Apr. 03, 2022	Mar. 28, 2021
Selling, General and Administrative Expense, Total						$ 13,002,000	$ 14,218,000
Long-term Line of Credit, Total		$ 0				0	0
Letters of Credit Outstanding, Amount		0				0	0
Line of Credit Facility, Remaining Borrowing Capacity		26,000,000.0				26,000,000.0	26,000,000.0
Proceeds from (Repayments of) Notes Payable, Total						0	1,964,000
Gain (Loss) on Extinguishment of Debt, Total						1,985,000	0
Paycheck Protection Program CARES Act [Member]
Proceeds from (Repayments of) Notes Payable, Total					$ 1,963,800
Debt Instrument, Decrease, Forgiveness				$ 1,963,800
Interest Payable				$ 21,000
Gain (Loss) on Extinguishment of Debt, Total						1,985,000
Revolving Credit Facility [Member]
Line of Credit Facility, Maximum Borrowing Capacity		$ 26,000,000.0				$ 26,000,000.0
Revolving Credit Facility [Member] | Prime Rate [Member]
Debt Instrument Basis Spread Below Variable Rate			1.00%			0.50%
Debt Instrument, Basis Spread on Variable Rate		2.00%
Debt Instrument, Interest Rate, Effective Percentage		1.50%				1.50%
Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument, Basis Spread on Variable Rate			1.50%			1.75%
Debt Instrument, Interest Rate, Effective Percentage		1.95%				1.95%
Revolving Credit Facility [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | Subsequent Event [Member]
Debt Instrument, Basis Spread on Variable Rate	1.60%
Letter of Credit [Member]
Line of Credit Facility, Maximum Borrowing Capacity		$ 1,500,000				$ 1,500,000
Factoring Agreements [Member]
Selling, General and Administrative Expense, Total						344,000	291,000
Long-Term Debt, Total		$ 0				$ 0	$ 0

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Note 6 - Retirement Plan (Details Textual) - USD ($)	12 Months Ended
	Apr. 03, 2022	Mar. 28, 2021
Defined Contribution Plan, Employer Discretionary Contribution Amount	$ 289,000	$ 266,000
First 2% Employee Contributions [Member]
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay	100.00%
Defined Contribution Plan Employee Contribution Percent	2.00%
Next 3% Employee Contributions [Member]
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay	50.00%
Defined Contribution Plan Employee Contribution Percent	3.00%

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Note 7 - Goodwill, Customer Relationships and Other Intangible Assets (Details Textual)	12 Months Ended
	Apr. 03, 2022 USD ($)	Mar. 28, 2021 USD ($)
Number of Reportable Segments	2
Goodwill, Gross	$ 30,000,000.0
Goodwill, Impaired, Accumulated Impairment Loss	22,900,000
Goodwill, Ending Balance	7,125,000	$ 7,125,000
Finite-Lived Intangible Asset, Expected Amortization, Year One	481,000
Finite-Lived Intangible Asset, Expected Amortization, Year Two	481,000
Finite-Lived Intangible Asset, Expected Amortization, Year Three	417,000
Finite-Lived Intangible Asset, Expected Amortization, Year Four	302,000
Finite-Lived Intangible Asset, Expected Amortization, Year Five	$ 275,000

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Note 7 - Goodwill, Customer Relationships and Other Intangible Assets - Other Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Apr. 03, 2022	Mar. 28, 2021
Finite-lived intangible assets, gross amount	$ 11,640	$ 11,640
Finite-lived intangible assets, accumulated amortization	8,986	8,477
Amortization expense	509	790
Cost of Sales [Member]
Amortization expense	5	7
Selling, General and Administrative Expenses [Member]
Amortization expense	504	783
Trademarks and Trade Names [Member]
Finite-lived intangible assets, gross amount	2,567	2,567
Finite-lived intangible assets, accumulated amortization	1,885	1,722
Amortization expense	163	244
Developed Technology [Member]
Finite-lived intangible assets, gross amount	0	0
Finite-lived intangible assets, accumulated amortization	0	0
Amortization expense	0	110
Noncompete Agreements [Member]
Finite-lived intangible assets, gross amount	98	98
Finite-lived intangible assets, accumulated amortization	98	93
Amortization expense	5	79
Patents [Member]
Finite-lived intangible assets, gross amount	1,601	1,601
Finite-lived intangible assets, accumulated amortization	1,003	950
Amortization expense	53	61
Customer Relationships [Member]
Finite-lived intangible assets, gross amount	7,374	7,374
Finite-lived intangible assets, accumulated amortization	6,000	5,712
Amortization expense	$ 288	$ 296

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Note 8 - Leases (Details Textual) - USD ($) $ in Millions	12 Months Ended
	Apr. 03, 2022	Mar. 28, 2021
Operating Lease, Payments	$ 1.9	$ 1.8
Operating Lease, Weighted Average Discount Rate, Percent	3.60%
Operating Lease, Weighted Average Remaining Lease Term (Year)	1 year 9 months 18 days

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Note 8 - Leases - Classification of Operating Lease Costs in Consolidated Statements of Income (Details) - USD ($) $ in Thousands	12 Months Ended
	Apr. 03, 2022	Mar. 28, 2021
Operating Lease Costs	$ 1,762	$ 1,893
Cost of Sales [Member]
Operating Lease Costs	1,598	1,691
Selling, General and Administrative Expenses [Member]
Operating Lease Costs	$ 164	$ 202

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Note 8 - Leases - Maturities of Operating Lease Liabilities (Details) $ in Thousands	Apr. 03, 2022 USD ($)
2023	$ 1,896
2024	491
2025	187
2026	158
Total undiscounted operating lease payments	2,732
Less imputed interest	91
Operating lease liabilities - net	$ 2,641

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Note 9 - Stock-based Compensation (Details Textual) - USD ($)			1 Months Ended		12 Months Ended
	Mar. 01, 2022	Jan. 18, 2019	Aug. 31, 2021	Aug. 31, 2020	Apr. 03, 2022	Mar. 28, 2021
Common Stock, Capital Shares Reserved for Future Issuance (in shares)					972,000
Share-Based Payment Arrangement, Expense					$ 834,000	$ 394,000
Share-based Payment Arrangement, Amount Capitalized					0
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Intrinsic Value					205,000	668,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Intrinsic Value					126,000	139,000
Proceeds from Stock Options Exercised					0	0
Payment, Tax Withholding, Share-based Payment Arrangement					$ 67,000	162,000
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Month)					15 months 9 days
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total					$ 941,000
Share-Based Payment Arrangement, Option [Member]
Share-Based Payment Arrangement, Expense					$ 181,000	$ 63,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year)					2 years	2 years
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount					$ 202,000
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Month)					7 months 3 days
Non-vested Stock Grants [Member] | Non Employee Directors [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period (in shares)			43,984	37,256
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Vested		$ 182,000	$ 327,000	$ 179,000
Performance Shares [Member]
Share Based Compensation Arrangement By Share Based Payment Award Equity Instrument Other Than Options Grants In Period Total Grant Date Fair Value					$ 734,000
Performance Shares [Member] | Share-Based Payment Arrangement, Tranche One [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage	33.33%
Performance Shares [Member] | Share-Based Payment Arrangement, Tranche Two [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage	33.33%
Performance Shares [Member] | Share-Based Payment Arrangement, Tranche Three [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage	33.33%
Performance Shares [Member] | Executive Officer [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized (in shares)	187,500
Performance Shares [Member] | Executive Officer [Member] | Share-Based Payment Arrangement, Tranche One [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant (in shares)	75,000
Share Based Compensation, Grant Conditions, Minimum Per-Share Price (in dollars per share)	$ 8.00
Share Based Compensation, Grant Conditions, Trading Period (Day)	10 days
Performance Shares [Member] | Executive Officer [Member] | Share-Based Payment Arrangement, Tranche Two [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant (in shares)	112,500
Share Based Compensation, Grant Conditions, Minimum Per-Share Price (in dollars per share)	$ 9.00
Share Based Compensation, Grant Conditions, Trading Period (Day)	10 days

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Note 9 - Stock-based Compensation - Stock Option Activity (Details) - $ / shares	12 Months Ended
	Apr. 03, 2022	Mar. 28, 2021
Outstanding, Weighted-average exercise price, beginning balance (in dollars per share)	$ 6.84	$ 6.86
Outstanding, Shares, beginning balance (in shares)	567,500	517,500
Granted, Weighted-average exercise price (in dollars per share)	$ 7.98	$ 5.81
Number of options issued (in shares)	158,000	185,000
Exercised, Weighted-average exercise price (in dollars per share)	$ 7.72	$ 7.27
Exercised, Shares (in shares)	(70,000)	(135,000)
Forfeited, Weighted-average exercise price (in dollars per share)	$ 4.84	$ 0
Forfeited, Shares (in shares)	(20,000)	0
Outstanding, Weighted-average exercise price, ending balance (in dollars per share)	$ 7.39	$ 6.84
Outstanding, Shares, ending balance (in shares)	635,500	567,500
Exercisable, Weighted-average exercise price (in dollars per share)	$ 7.50	$ 7.84
Exercisable, Shares (in shares)	390,000	320,000

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Note 9 - Stock-based Compensation - Estimated Fair Value of Stock Options Assumptions (Details) - $ / shares	12 Months Ended
	Apr. 03, 2022	Mar. 28, 2021	Mar. 29, 2020
Number of options issued (in shares)	158,000	185,000
June 9, 2021 [Member]
Number of options issued (in shares)	158,000
Grant date	Jun. 09, 2021
Dividend yield	4.00%
Expected volatility	35.00%
Risk free interest rate	0.53%
Contractual term (years) (Year)	10 years
Expected term (years) (Year)	4 years
Forfeiture rate	5.00%
Exercise price (grant-date closing price) per option (in dollars per share)	$ 7.98
Fair value per option (in dollars per share)	$ 1.61
June 10, 2020 [Member]
Number of options issued (in shares)		75,000	110,000
Grant date		Jan. 04, 2021	Jun. 10, 2020
Dividend yield		4.50%	6.50%
Expected volatility		35.00%	30.00%
Risk free interest rate		0.26%	0.275%
Contractual term (years) (Year)		10 years	10 years
Expected term (years) (Year)		4 years	4 years
Forfeiture rate		5.00%	5.00%
Exercise price (grant-date closing price) per option (in dollars per share)		$ 7.11	$ 4.92
Fair value per option (in dollars per share)		$ 1.30	$ 0.56

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Note 9 - Stock-based Compensation - Stock Option Compensation (Details) - USD ($)	12 Months Ended
	Apr. 03, 2022	Mar. 28, 2021
Allocated Share Based Compensation Expense	$ 834,000	$ 394,000
Share-Based Payment Arrangement, Option [Member]
Allocated Share Based Compensation Expense	181,000	63,000
Fiscal Year 2020 [Member] | Share-Based Payment Arrangement, Option [Member]
Allocated Share Based Compensation Expense	7,000	25,000
Fiscal Year 2019 [Member] | Share-Based Payment Arrangement, Option [Member]
Allocated Share Based Compensation Expense		5,000
Fiscal Year 2021 [Member] | Share-Based Payment Arrangement, Option [Member]
Allocated Share Based Compensation Expense	78,000	33,000
Fiscal Year 2022 [Member] | Share-Based Payment Arrangement, Option [Member]
Allocated Share Based Compensation Expense	96,000
Cost of Sales [Member] | Share-Based Payment Arrangement, Option [Member]
Allocated Share Based Compensation Expense	47,000	22,000
Cost of Sales [Member] | Fiscal Year 2020 [Member] | Share-Based Payment Arrangement, Option [Member]
Allocated Share Based Compensation Expense	3,000	10,000
Cost of Sales [Member] | Fiscal Year 2019 [Member] | Share-Based Payment Arrangement, Option [Member]
Allocated Share Based Compensation Expense		2,000
Cost of Sales [Member] | Fiscal Year 2021 [Member] | Share-Based Payment Arrangement, Option [Member]
Allocated Share Based Compensation Expense	14,000	10,000
Cost of Sales [Member] | Fiscal Year 2022 [Member] | Share-Based Payment Arrangement, Option [Member]
Allocated Share Based Compensation Expense	30,000
Marketing and Administrative Expenses [Member] | Share-Based Payment Arrangement, Option [Member]
Allocated Share Based Compensation Expense	134,000	41,000
Marketing and Administrative Expenses [Member] | Fiscal Year 2020 [Member] | Share-Based Payment Arrangement, Option [Member]
Allocated Share Based Compensation Expense	4,000	15,000
Marketing and Administrative Expenses [Member] | Fiscal Year 2019 [Member] | Share-Based Payment Arrangement, Option [Member]
Allocated Share Based Compensation Expense		3,000
Marketing and Administrative Expenses [Member] | Fiscal Year 2021 [Member] | Share-Based Payment Arrangement, Option [Member]
Allocated Share Based Compensation Expense	64,000	23,000
Marketing and Administrative Expenses [Member] | Fiscal Year 2022 [Member] | Share-Based Payment Arrangement, Option [Member]
Allocated Share Based Compensation Expense	66,000
Selling, General and Administrative Expenses [Member] | Non-vested Stock Grants [Member]
Allocated Share Based Compensation Expense	653,000	331,000
Selling, General and Administrative Expenses [Member] | Fiscal Year 2020 [Member] | Non-vested Stock Grants [Member]
Allocated Share Based Compensation Expense	40,000	120,000
Selling, General and Administrative Expenses [Member] | Fiscal Year 2019 [Member] | Non-vested Stock Grants [Member]
Allocated Share Based Compensation Expense	0	87,000
Selling, General and Administrative Expenses [Member] | Fiscal Year 2021 [Member] | Non-vested Stock Grants [Member]
Allocated Share Based Compensation Expense	207,000	124,000
Selling, General and Administrative Expenses [Member] | Fiscal Year 2022 [Member] | Non-vested Stock Grants [Member]
Allocated Share Based Compensation Expense	$ 406,000	$ 0

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Note 9 - Stock-based Compensation - Stock Options by Exercise Prices Range (Details)	12 Months Ended
	Apr. 03, 2022 $ / shares shares
Number of Options Outstanding (in shares) | shares	635,500
Weighted- Avg. Remaining Contractual Life in Years (Year)	6 years 6 months 3 days
Weighted- Avg. Exercise Price of Options Outstanding (in dollars per share)	$ 7.39
Number of Options Exercisable (in shares) | shares	390,000
Weighted- Avg. Exercise Price of Options Exercisable (in dollars per share)	$ 7.50
Price Range 1 [Member]
Exercise Price Range, Lower Range Limit (in dollars per share)	4.00
Exercise Price Range, Upper Range Limit (in dollars per share)	$ 4.99
Number of Options Outstanding (in shares) | shares	115,000
Weighted- Avg. Remaining Contractual Life in Years (Year)	7 years 9 months 18 days
Weighted- Avg. Exercise Price of Options Outstanding (in dollars per share)	$ 4.86
Number of Options Exercisable (in shares) | shares	65,000
Weighted- Avg. Exercise Price of Options Exercisable (in dollars per share)	$ 4.81
Price Range 2 [Member]
Exercise Price Range, Lower Range Limit (in dollars per share)	5.00
Exercise Price Range, Upper Range Limit (in dollars per share)	$ 5.99
Number of Options Outstanding (in shares) | shares	20,000
Weighted- Avg. Remaining Contractual Life in Years (Year)	6 years 2 months 12 days
Weighted- Avg. Exercise Price of Options Outstanding (in dollars per share)	$ 5.90
Number of Options Exercisable (in shares) | shares	20,000
Weighted- Avg. Exercise Price of Options Exercisable (in dollars per share)	$ 5.90
Price Range 3 [Member]
Exercise Price Range, Lower Range Limit (in dollars per share)	6.00
Exercise Price Range, Upper Range Limit (in dollars per share)	$ 6.99
Number of Options Outstanding (in shares) | shares	10,000
Weighted- Avg. Remaining Contractual Life in Years (Year)	1 year 2 months 12 days
Weighted- Avg. Exercise Price of Options Outstanding (in dollars per share)	$ 6.14
Number of Options Exercisable (in shares) | shares	10,000
Weighted- Avg. Exercise Price of Options Exercisable (in dollars per share)	$ 6.14
Price Range 4 [Member]
Exercise Price Range, Lower Range Limit (in dollars per share)	7.00
Exercise Price Range, Upper Range Limit (in dollars per share)	$ 7.99
Number of Options Outstanding (in shares) | shares	365,500
Weighted- Avg. Remaining Contractual Life in Years (Year)	7 years 2 months 19 days
Weighted- Avg. Exercise Price of Options Outstanding (in dollars per share)	$ 7.74
Number of Options Exercisable (in shares) | shares	170,000
Weighted- Avg. Exercise Price of Options Exercisable (in dollars per share)	$ 7.65
Price Range 5 [Member]
Exercise Price Range, Lower Range Limit (in dollars per share)	8.00
Exercise Price Range, Upper Range Limit (in dollars per share)	$ 8.99
Number of Options Outstanding (in shares) | shares	55,000
Weighted- Avg. Remaining Contractual Life in Years (Year)	3 years 2 months 8 days
Weighted- Avg. Exercise Price of Options Outstanding (in dollars per share)	$ 8.38
Number of Options Exercisable (in shares) | shares	55,000
Weighted- Avg. Exercise Price of Options Exercisable (in dollars per share)	$ 8.38
Price Range 6 [Member]
Exercise Price Range, Lower Range Limit (in dollars per share)	9.00
Exercise Price Range, Upper Range Limit (in dollars per share)	$ 9.99
Number of Options Outstanding (in shares) | shares	70,000
Weighted- Avg. Remaining Contractual Life in Years (Year)	4 years 2 months 4 days
Weighted- Avg. Exercise Price of Options Outstanding (in dollars per share)	$ 9.60
Number of Options Exercisable (in shares) | shares	70,000
Weighted- Avg. Exercise Price of Options Exercisable (in dollars per share)	$ 9.60

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Note 9 - Stock-based Compensation - Non-vested Stock to Directors and Employees (Details) - Non-vested Stock Grants [Member]	12 Months Ended
	Apr. 03, 2022 $ / shares shares
January 18, 2019 [Member] | Share-Based Payment Arrangement, Employee [Member]
Number of Shares (in shares) | shares	25,000
Fair Value Per Share (in dollars per share) | $ / shares	$ 5.86
June 10, 2020 [Member] | Share-Based Payment Arrangement, Employee [Member]
Number of Shares (in shares) | shares	20,000
Fair Value Per Share (in dollars per share) | $ / shares	$ 4.92
February 22, 2021 [Member] | Share-Based Payment Arrangement, Employee [Member]
Number of Shares (in shares) | shares	10,000
Fair Value Per Share (in dollars per share) | $ / shares	$ 7.60
June 9, 2021 [Member] | Share-Based Payment Arrangement, Employee [Member]
Number of Shares (in shares) | shares	25,000
Fair Value Per Share (in dollars per share) | $ / shares	$ 7.98
Non Employee Directors [Member] | August 11, 2021 [Member]
Number of Shares (in shares) | shares	40,165
Fair Value Per Share (in dollars per share) | $ / shares	$ 7.47
Non Employee Directors [Member] | August 12, 2020 [Member]
Number of Shares (in shares) | shares	41,452
Fair Value Per Share (in dollars per share) | $ / shares	$ 5.79
Non Employee Directors [Member] | August 14, 2019 [Member]
Number of Shares (in shares) | shares	46,512
Fair Value Per Share (in dollars per share) | $ / shares	$ 5.16
Non Employee Directors [Member] | August 8, 2018 [Member]
Number of Shares (in shares) | shares	28,000
Fair Value Per Share (in dollars per share) | $ / shares	$ 5.43

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Note 10 - Income Taxes (Details Textual) - USD ($)		12 Months Ended
	Mar. 03, 2021	Apr. 03, 2022	Mar. 28, 2021
Income Tax Expense (Benefit), Reserve for Unrecognized Tax Benefits, Net Discrete Charge			$ (233,000)
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense, Reversed			108,000
Effective Income Tax Rate Reconciliation, Aggregate Effect of Certain Tax Credits, Amount		$ 34,000	74,000
Effective Income Tax Rate Reconciliation, Tax Expense (Benefit), Share-Based Payment Arrangement, Amount		$ (83,000)	$ (12,000)
Effective Income Tax Rate Reconciliation, Percent, Total		19.50%	21.30%
State and Local Jurisdiction [Member] | California Franchise Tax Board [Member]
Income Tax Examination, Percentage of Refund Claim from Settlement with Taxing Authority	30.00%
Income Tax Examination, Refund Claim	$ 448,000
Income Tax Examination, Liability (Refund) Adjustment from Settlement with Taxing Authority	(134,000)
Income Tax Examination, Liability (Refund) Adjustment from Settlement with Taxing Authority, Interest	$ (7,000)

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Note 10 - Income Taxes - Components of Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Apr. 03, 2022	Mar. 28, 2021
Income tax expense on current year income, Federal, Current	$ 542	$ 1,631
Income tax expense on current year income, Federal, Deferred	1,398	(216)
Income tax expense on current year income, Federal, Total	1,940	1,415
Income tax expense on current year income, State, Current	194	479
Income tax expense on current year income, State, Deferred	328	(51)
Income tax expense on current year income, State, Total	522	428
Income tax expense on current year income, Foreign, Current	11	10
Income tax expense on current year income, Foreign, Deferred	0	0
Income tax expense on current year income, Foreign, Total	11	10
Total income tax expense on current year income, Current	747	2,120
Total income tax expense on current year income, Deferred	1,726	(267)
Total income tax expense on current year income	2,473	1,853
Reserve for unrecognized tax benefits, Current	59	(145)
Reserve for unrecognized tax benefits, Deferred	0	0
Reserve for unrecognized tax benefits, Total	59	(145)
Adjustment to prior year provision, Current	(41)	(54)
Adjustment to prior year provision, Deferred	0	0
Adjustment to prior year provision, Total	(41)	(54)
Net excess tax benefit related to stock-based compensation	(83)	(12)
Net excess tax benefit related to stock-based compensation	0	0
Net excess tax benefit related to stock-based compensation	(83)	(12)
Income tax benefit - discrete items	(65)	(211)
Income tax benefit - discrete items	0	0
Discrete items	(65)	(211)
Total income tax expense, Current	682	1,909
Deferred income taxes	1,726	(267)
Total income tax expense	$ 2,408	$ 1,642

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Note 10 - Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Apr. 30, 2022	Apr. 03, 2022	Mar. 28, 2021
Employee wage and benefit accruals	$ 495		$ 532
Accounts receivable and inventory reserves	414		234
Operating lease liabilities	654		1,100
Intangible assets	322		172
State net operating loss carryforwards	755		736
Accrued interest and penalty on unrecognized tax liabilities	43		28
Stock-based compensation	289		195
Total gross deferred tax assets	2,972		2,997
Less valuation allowance	(755)		(736)
Deferred tax assets after valuation allowance	2,217		2,261
Prepaid expenses	(607)		(452)
Operating lease right of use assets	(600)		(1,015)
Intangible assets	(1,725)		0
Property, plant and equipment	(305)		(88)
Total deferred tax liabilities	(3,237)		(1,555)
Net deferred income tax liabilities	$ (1,020)	$ (1,020)	0
Net deferred income tax assets			$ 706

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Note 10 - Income Taxes - Reconciliation of Unrecognized Tax Benefits (Details) - USD ($)	12 Months Ended
	Apr. 03, 2022	Mar. 28, 2021
Balance at beginning of period	$ 630,000	$ 721,000
Additions related to current year positions	59,000	88,000
Additions related to prior year positions	50,000	56,000
Revaluations due to change in enacted tax rates	0	0
Reductions for tax positions of prior years	0	0
Reductions due to lapses of the statute of limitations	0	(341,000)
Additions pursuant to judgements and settlements	0	106,000
Balance at end of period	$ 739,000	$ 630,000

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Note 10 - Income Taxes - Reconciliation of Federal Statutory Provision to the Provision for Financial Reporting Purposes (Details) - USD ($) $ in Thousands	12 Months Ended
	Apr. 03, 2022	Mar. 28, 2021
Federal statutory rate	21.00%	21.00%
Tax expense at federal statutory rate	$ 2,588	$ 1,622
State income taxes, net of Federal income tax benefit	413	338
Tax credits	(136)	(135)
Discrete items	(65)	(211)
Tax effect of book income not includible for tax purposes	(486)	0
Other - net, including foreign	94	28
Income tax expense	$ 2,408	$ 1,642

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Note 11 - Shareholders' Equity (Details Textual) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Dec. 16, 2020	Apr. 03, 2022	Mar. 28, 2021
Common Stock, Dividends, Per Share, Declared (in dollars per share)		$ 0.67	$ 0.49
Dividends, Common Stock, Total		$ 6,748	$ 4,998
Treasury Stock, Shares, Acquired (in shares)		125,000	53,000
Treasury Stock Acquired, Average Cost Per Share (in dollars per share)		$ 7.72	$ 7.27
Chief Executive Officer [Member]
Treasury Stock, Shares, Acquired (in shares)	250,000
Treasury Stock Acquired, Average Cost Per Share (in dollars per share)	$ 7.5435
Special Cash Dividend [Member]
Common Stock, Dividends, Per Share, Declared (in dollars per share)		$ 0.35	$ 0.25

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Note 12 - Related Party Transaction (Details Textual) - shares	12 Months Ended
	Apr. 03, 2022	Mar. 28, 2021
Treasury Stock, Shares, Acquired (in shares)	125,000	53,000
Chief Executive Officer [Member]
Treasury Stock, Shares, Acquired (in shares)	250,000

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Note 13 - Major Customers - Summary of Major Customers (Details) - Customer Concentration Risk [Member] - Revenue Benchmark [Member]	12 Months Ended
	Apr. 03, 2022	Mar. 28, 2021
Wal-Mart Stores, Inc. [Member]
Sales, percent	52.00%	43.00%
Amazon.com, Inc. [Member]
Sales, percent	21.00%	25.00%

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Note 14 - Commitments and Contingencies (Details Textual) - USD ($) $ in Millions	12 Months Ended
	Apr. 03, 2022	Mar. 28, 2021
Royalty Expense	$ 6.0	$ 5.7
Royalty Expense Due	4.4
Royalty Expense Due in Next Twelve Months	2.9
Royalty Expense Due in Two Years	$ 1.5

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Note 15 - Subsequent Events (Details Textual)	Jun. 02, 2022
Subsequent Event [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | Revolving Credit Facility [Member]
Debt Instrument, Basis Spread on Variable Rate	1.60%