Crown Crafts (CRWS) 8-K/A Financial Statements and Exhibits

Exhibit 99.4

BABY BOOM CONSUMER PRODUCTS, INC.

UNAUDITED CONDENSED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2024

BABY BOOM CONSUMER PRODUCTS, INC.

CONTENTS

Financial Statements
Balance Sheet	1-2
Statement of Income	3
Statement of Changes in Equity	4
Statement of Cash Flows	5
Notes to Financial Statements	6-15

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BABY BOOM CONSUMER PRODUCTS, INC.

BALANCE SHEET

AS OF

	(Audited)		(Unaudited)
	12/31/2023		03/31/2024
Assets
Current Assets
Cash	$	9,927	$	54,581
Accounts receivable, net allowance for credit losses of approximately $253,000		4,200,171		5,333,328
Inventories		2,803,205		1,838,276
Prepaid expenses and other current assets		546,057		513,480
Due from related parties		100,729		1,217,195
Total Current Assets	$	7,660,089	$	8,956,860
Property and equipment - at cost
Computer software		29,174		29,174
Furniture and fixtures		216,791		216,791
Tools and moldings		6,800		6,800
Property and equipment - gross		252,765		252,765
Less accumulated depreciation		179,237		185,900
Property and equipment - net		73,528		66,865
Total Assets	$	7,733,617	$	9,023,725

The accompanying notes are an integral part of these financial statements.

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BABY BOOM CONSUMER PRODUCTS, INC.

BALANCE SHEET

AS OF

	(Audited)		(Unaudited)
	12/31/2023		03/31/2024
Liabilities and Equity
Current Liabilities
Accounts payable	$	1,369,223	$	676,220
Accrued wages and benefits		101,864		-
Accrued royalties		456,350		598,852
Other accrued liabilities		260,762		199,399
Total Current Liabilities	$	2,188,199	$	1,474,470
Commitments and Contingencies
Equity
Common stock, no par value, 200 shares authorized, 6 shares issued and outstanding		1,300		1,300
Retained earnings		5,544,118		7,547,955
	$	7,733,617	$	9,023,725

The accompanying notes are an integral part of these financial statements.

2

BABY BOOM CONSUMER PRODUCTS, INC.

STATEMENT OF INCOME

FOR THE TWELVE AND THREE MONTHS ENDED

	(Audited)			(Unaudited)
	12/31/2023			03/31/2024
Net Sales	$	22,220,313		$	5,624,309
Cost of Goods Sold		14,573,343			3,710,015
Gross Profit		7,646,970			1,914,294
Operating Expenses
Selling, General, and Administrative		6,177,794			1,449,190
Income From Operations Before Income Tax Benefit		1,469,176			465,104
Income Tax Expense (Benefit)		(122,750	)		86,365
Net Income	$	1,591,926		$	378,739

The accompanying notes are an integral part of these financial statements.

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BABY BOOM CONSUMER PRODUCTS, INC.

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED DECEMBER 31, 2023 AND THE THREE MONTHS ENDED MARCH 31, 2024

					Retained
	Common Stock				Earnings			Total
	Shares		Amount
Balance, January 1, 2023		6	$	1,300	$	11,962,482		$	11,963,782
Shareholders’ distributions		--		--		(5,662,234	)		(5,662,234	)
Intercompany cash settlements through equity		--		--		(2,348,056	)		(2,348,056	)
Net income		--		--		1,591,926			1,591,926
Balance, December 31, 2023		6	$	1,300	$	5,544,118		$	5,545,418
Shareholders’ distributions		--		--		(370,000	)		(370,000	)
Intercompany cash settlements through equity		--		--		1,995,098			1,995,098
Net income		--		--		378,739			378,739
Balance, March 31, 2024		6	$	1,300	$	7,547,955		$	7,549,255

The accompanying notes are an integral part of these financial statements.

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BABY BOOM CONSUMER PRODUCTS, INC.

STATEMENT OF CASH FLOWS

FOR THE TWELVE AND THREE MONTHS ENDED

	(Audited)			(Unaudited)
	12/31/2023			03/31/2024
Cash Flows From Operating Activities
Net Income	$	1,591,926		$	378,739
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization of property and equipment		2,266			6,662
Bad debt expense		7,605			-
Changes in assets and liabilities
Accounts receivable		1,706,574			(1,133,157	)
Inventories		774,874			964,929
Prepaid expenses and other current assets		(526,026	)		34,090
Due from related parties		1,949,909			878,634
Accounts payable		22,817			(694,517	)
Accrued liabilities		34,887			(20,726	)
Total Adjustments	$	3,972,906		$	35,915
Net Cash Provided by Operating Activities	$	5,564,832		$	414,654
Cash Flows From Financing Activities
Distributions to shareholders		(5,662,234	)		(370,000	)
Net Increase (Decrease) in Cash	$	(97,402	)		44,654
Cash, Beginning of Year		107,329			9,927
Cash, End of Year	$	9,927		$	54,581
Supplemental Cash Flow Disclosures
Income taxes paid	$	147,865		$	86,635

The accompanying notes are an integral part of these financial statements.

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BABY BOOM CONSUMER PRODUCTS, INC.

NOTES TO THE FINANCIAL STATEMENTS

Note 1 - Organization and Nature of Business

Baby Boom Consumer Products, Inc. (“the Company”), a New York corporation formed in 1995, is engaged in the sale of diaper bags, infant accessories, toys, handbags and room décor online and to major national retail stores.

Note 2 - Summary of Significant Accounting Policies

Recently Adopted Accounting Standards

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2016-13, Financial Instruments – Credit Losses (Topic 326), Current Expected Credit Losses, which significantly changed how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The most significant change in this standard is a shift from the incurred loss model to the expected loss model. Under the standard, disclosures are required to provide users of the financial statements with useful information in analyzing an entity’s exposure to credit risk and the measurement of credit losses.

ASU 2016-13 was required to be adopted in the first interim period of the fiscal year beginning after December 15, 2022. Accordingly, the Company adopted ASU 2016-13 effective as of January 1, 2023, using the modified retrospective transition approach. The adoption of ASU 2016-13 did not have a material impact on the Company’s overall financial statements.

Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Use of Estimates

Management uses estimates and assumptions in preparing financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and reported revenues and expenses. Actual results could differ from those estimates. Changes in such estimates could affect amounts reported in future periods.

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Note 2 - Summary of Significant Accounting Policies (continued)

Cash

Cash balances in banks are insured by the Federal Deposit Insurance Corporation subject to certain limitations. The Company maintains its cash balances in highly rated financial institutions. At times, cash balances may exceed federally insurable limits.

Accounts Receivable, Net

Accounts receivable represent amounts invoiced to customers in accordance with the terms of customer contracts and are recorded in the financial statements when invoices are issued, net of a provision for sales discounts, chargebacks and allowances. Upon adoption of ASU 2016-13, the Company assesses collectability by reviewing accounts receivable on a collective basis where similar characteristics exist and on an individual basis when the Company identifies specific customers with known disputes or collectability issues. The Company provides for allowances against receivables for estimated losses, if any, that may result from a customer’s inability to pay. Estimates are based on the Company's historical losses, the existing economic conditions in the industry, and the financial stability of its customers. The Company is covered by credit insurance on certain receivables of specific customers. Balances that remain outstanding after the Company has made reasonable collection efforts are written off through a charge to the allowance. The allowance for credit losses was approximately $253,000 as of December 31, 2023 and $279,000 as of March 31, 2024. Accounts receivable and the allowance for doubtful accounts totaled approximately $6,396,0000 and $233,000, respectively, as of January 1, 2023.

Inventories

Inventories consist of finished goods and goods in-transit and are stated at the lower of cost (first-in, first-out) and net realizable value.

Property and Equipment

Property and equipment are carried at cost. Expenditures for maintenance and repairs are expensed currently, while renewals and betterments that materially extend the life of an asset are capitalized. The costs of assets sold, retired, or otherwise disposed of, and the related allowance for depreciation, are eliminated from the accounts, and any resulting gain or loss is recognized.

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Note 2 - Summary of Significant Accounting Policies (continued)

Property and Equipment (continued)

Depreciation and amortization is provided using the straight-line and various accelerated methods over the estimated useful lives of the assets, which are as follows:

	(in years)
Furniture and fixtures		7
Tools and moldings		3
Computer software		5

Revenue Recognition, Contracts with Customers

The Company recognizes revenue in accordance with ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” wherein, revenues are adjusted for variable consideration arising from implicit or explicit obligations. Variable consideration includes trade discounts, markdowns, sales allowances, cooperative advertising, return liabilities and other customer allowances. The anticipated variable consideration is estimated and recorded as a reduction of revenue in the period the related revenue is recognized. Variable consideration is estimated based on historical experience, current contractual and statutory requirements, specific known events and industry trends.

Under Topic 606, the reserves for variable consideration are recorded as a reduction of accounts receivable, net on the accompanying balance sheets, totaling approximately $174,000 as of December 31, 2023, and $140,000 as of March 31, 2024. The reserve for variable consideration totaled approximately $249,000 as of January 1, 2023.

Sales of the Company’s products are generally made on a returnable basis with certain restrictions and include a single performance obligation for each contract. A contract is defined as an agreement between two or more parties that creates enforceable rights and obligations, and can be written, oral or implied by the entity’s customary business practices. Revenue is recognized at a point in time, which is affected by various economic factors, as the goods are transferred and the buyer has control of the goods, which is considered the point when the performance obligation is satisfied. This control passes upon shipment of the goods to the customer. The amount of revenue recognized is based on the consideration to which the Company expects to be entitled, including the expected value of variable consideration as it is highly probable that a significant reversal in the amount of cumulative revenue recognized will not occur once the uncertainty related to the variable consideration is subsequently resolved. Customer payment terms for these shipments typically range between 60 and 120 days.

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Note 2 - Summary of Significant Accounting Policies (continued)

Revenue Recognition, Contracts with Customers (continued)

Net sales represent gross sales and related costs invoiced to customers, less certain variable consideration for discounts, returns, and other allowances. Discounts are identifiable by performance obligation and therefore are applied at the point of sale by performance obligation. Sales returns and allowances are analyzed and the Company is able to make reasonable and reliable estimates of product returns and allowances based on the Company’s past history. At a minimum, they are reassessed at each reporting date to reflect any changes in fact or circumstances. Estimates for sales returns and allowances are based on a variety of factors including actual returns and allowances and expected return and allowance data communicated to the Company by customers. Accordingly, the Company believes this analysis is a reasonable basis for its sales returns and allowances estimate. Actual results could differ from those estimates.

Sales Tax

The Company collects sales tax and remits the entire amount to the appropriate state where the product has been shipped. The accounting policy is to exclude the tax collected and remitted to the appropriate state from sales and cost of goods sold.

Advertising

Advertising costs, which are expensed as incurred, totaled approximately $12,000 for the year ended December 31, 2023 and $0 as of March 31, 2024, and are included in selling, general, and administrative expenses.

Shipping and Handling Costs

Shipping and handling costs are included in selling, general and administrative expenses and were approximately $93,000 for the year ended December 31, 2023 and $20,000 as of March 31, 2024.

Income Taxes

The Company, with the consent of its stockholders, have elected under the Internal Revenue Code and New York State tax law to be taxed as S Corporations. In lieu of corporate income taxes, the stockholders of an S Corporation are taxed on their proportionate share of a company’s taxable income.

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Note 2 - Summary of Significant Accounting Policies (continued)

Income Taxes (continued)

Therefore, no provision or liability for federal or state income tax has been included in the financial statements for this entity. The city of New York does not recognize S Corporation status; therefore, a provision has been made for New York City corporate taxes on the alternative basis. The Company follows the provisions of FASB ASC Topic 740, “Income Taxes”. Accordingly, tax positions are recognized in the Company’s financial statements when it is more likely than not that the positions will be sustained upon examination by the taxing authorities.

New York and California enacted the Pass-Through Entity Tax (“PTET”), effective for tax years beginning on or after January 1, 2021. This new law allows pass-through businesses to pay income taxes at the entity level instead of the personal level. The law allows for this election to be made annually. In 2023, the Company recognized PTET, on behalf of its members, of $1,500. Further, the Company received a refund during 2023 for previously paid PTET taxes of approximately $271,000, which is also included in the provision for income tax expense in the accompanying statement of income.

New Jersey enacted the Pass-Through Business Alternative Income Tax (“BAIT”), effective for tax years beginning on or after January 1, 2020. This law allows pass-through businesses to pay federal state and local taxes on behalf of its members. In 2023, the Company recognized BAIT, on behalf of its members, of $135,000, which is included in the provision for income tax expense in the accompanying statements of income.

Subsequent Events

On July 19, 2024 the Company entered into an asset purchase agreement with a buyer for $18,000,000. The Company has agreed to sell , transfer, convey, assign and deliver to the buyer substantially all its assets and the buyer has agreed to purchase and accept the purchased assets and assume the assumed liabilities, subject to the terms and conditions of the purchase agreement.

These financial statements were approved by management and available for issuance on September 25, 2024. Management has evaluated subsequent events through this date.

Note 3 - Inventories

Inventories consist of the following as of:

	December 31, 2023		March 31, 2024
Finished Good	$	2,457,073	$	1,706,515
Furniture and Fixtures	$	346,132	$	131,761
	$	2,803,205	$	1,838,276

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Note 4 - Property and Equipment

Property and equipment consist of the following as of:

	December 31, 2023		March 31, 2024
Tools and Molding	$	6,800	$	6,800
Computer Software		29,174		29,174
Furniture and Fixtures		216,791		216,791
	$	252,765	$	252,765
Less- Accumulated depreciation and amortization		179,237		185,900
	$	73,528	$	66,865

Depreciation expense for the year ended December 31, 2023 was $2,267. Depreciation expense for the three months ended March 31, 2024 was $6,663.

Note 5 - Short-Term Borrowings

The Company is provided access to two credit facilities which provide for short-term borrowings and letters of credit through an agreement with the Company and a related party group, related through common ownership. The facilities are collateralized by substantially all of the assets of the Company and the related party group and are guaranteed by the officers. Effective October 31, 2021, the maximum borrowings for each were $14,000,000, totaling $28,000,000. Additionally, there is a $2,000,000 sublimit for commercial letters of credit, $2,000,000 sublimit for general letters of credit and a $150,000 sublimit for standby letters of credit. Effective April 13, 2022, both credit facilities were amended, and maximum borrowings were increased to $16,000,000, totaling $32,000,000 and the standby letter of credit limit was further increased to $1,750,000.

For one of the credit facilities, effective October 29, 2022, the credit period was extended to October 27, 2023, and then extended further in 2023 to October 27, 2024. No other terms of the agreement were changed in the 2023 agreement.

For this same credit facility, the 2022 amendment revised interest to be the prime rate minus 0.50% per annum (8.00% at December 31, 2023). Prior to this amendment, the line bore interest at adjusted London Interbank Offered Rate (“LIBOR”) plus 2%.

For the other credit facility, effective October 30, 2022, the credit period was extended to October 27, 2024. For this same credit facility, the 2022 amendment revised interest to be the prime rate subject to a floor of 2.25% (8.50% at December 31, 2023). Prior to this amendment, the line bore interest at the prime rate minus 0.90%, subject to a floor of 2.35%.

As of December 31 2023 and March 31, 2024, there was no outstanding balance on this line of credit owed by the Company, and no interest expense charged to operations.

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Note 6 - Common Stock and Equity

As of December 31, 2023 and March 31, 2024, there is $1,300 of common stock in the Company which consists of 200 shares authorized, 6 shares issued and outstanding with no par value.

Note 7 - Income Taxes

The benefit for income taxes for the year ended December 31, 2023 and March 31, 2024 consists of the following:

Current	December 31, 2023			March 31, 2024
State and local expense (refund)	$	10,419		$	86,635
New York PTET (net of refunds)		(269,115	)		-0-
New Jersey BAIT expense		135,946			-0-
	$	(122,750	)	$	86,635

Note 8 - Related Party Transactions

Due from Related Party

As of December 31, 2023 and March 31, 2024, the Company has an outstanding receivable due from a related party of approximately $106,000 and $(13,000) respectively. This amount is noninterest-bearing and considered due on demand.

Due to Affiliate

As of December 31, 2023 and March 31, 2024, the Company has an outstanding payable due to an affiliate of approximately $5,000 and $1,230,000, respectively, related to various operating expenses in the normal course of business. This amount is noninterest-bearing and considered due on demand.

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Note 8 - Related Party Transactions (continued)

Allocated Expenses

Allocated expenses represent various general and administrative charges from an affiliated entity related through common ownership for shared services. Overhead allocations are charged to the Company from an affiliated entity based on a ratio of net sales compared to the total overhead expenses for each month. Total expenses related to these charges were approximately $2,705,000 for the year ended December 31, 2023, and $655,000 for the three-months ended March 31, 2024, and are included in selling, general and administrative expenses on the statement of income.

The Company also charges an administrative fee and a management fee to a different affiliated entity for various overhead expenses. These charges are agreed upon by the Company and affiliates, and the income is allocated based on total FOB purchases each month. Total administrative fee and management fee income was approximately $684,000 for the year ended December 31, 2023, and $39,000 for the three months ended March 31, 2024, and are included in selling, general and administrative expenses on the statement of income.

Various additional operating expenses are allocated from an affiliated entity based on employee usage, sales, or other appropriate services used and are charged to the entity as incurred.

Note 9 - Concentrations

Major Customers

Revenues and accounts receivable in excess of 10% from major customers for the year ended December 31, 2023 are as follows:

Customer	Percent of Total Gross Sales		Percent of Total Gross AR
Walmart		44%		41%
Target		30%		32%
Amazon		17%		22%

Revenues and accounts receivable in excess of 10% from major customers for the three months ended March 31, 2024 are as follows:

Customer	Percent of Total Gross Sales		Percent of Total Gross AR
Walmart		55%		53%
Target		28%		30%
Amazon		14%		15%

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Note 9 - Concentrations (Continued)

Major Suppliers

Substantially all of the merchandise purchased for the year ended December 31, 2023 and three months ended March 31, 2024 was produced in China.

Purchases and accounts payable in excess of 10% from major suppliers for the year ended December 31, 2023 are as follows:

Supplier	Percent of Total Purchases			Percent of Total AP
Wuxi Tianyi Embroidery Co. Ltd		17	%		26	%
Yiwu Bana Bag Productions Co. Ltd		34	%		25	%
Shanghai Industrial Co. Ltd.		10	%		20	%
Wuxi Huide International Corp. Ltd		23	%		19	%

Purchases and accounts payable in excess of 10% from major suppliers for the three months ended March 31, 2023 are as follows:

Supplier	Percent of Total Purchases			Percent of Total AP
Wuxi Tianyi Embroidery Co. Ltd		17	%		15	%
Yiwu Bana Bag Productions Co. Ltd		34	%		24	%
Shanghai Xiu Jun Bag Co.		23	%		29	%
Wuxi Huide International Corp. Ltd		23	%		21	%

Note 10 - Commitments and Contingencies

Royalty Agreements

The Company has entered into various licensing agreements, which have expiration dates ranging from March 31, 2024 through December 2027, whereby the Company may reproduce likenesses of characters from motion pictures, animation, and cartoons and use their names on products sold by the Company in return for fees of 7% to 17% of applicable net sales. For the year ended December 31, 2023, approximately 71% of the Company’s gross sales were subject to royalty agreements. For the three months ended March 31, 2024, approximately 73% of the Company’s gross sales were subject to royalty agreements.

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Note 10 - Commitments and Contingencies (Continued)

Future minimum royalty payments under these agreements, inclusive of royalty agreements signed subsequent to December 31, 2023, are approximately as follows:

Year Ending
December 31,	Amount
2024	$	1,090,000
2025		1,030,000
2026		450,000
2027		50,000
Total	$	2,620,000

Royalty expense for the year ended December 31, 2023 was approximately $2,265,000, and is included in cost of goods sold. Royalty expense for the three months ended March 31, 2024 was approximately $528,000, and is included in cost of goods sold.

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