UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~August~~September 0804, 2024

Culp, Inc.

(Exact name of Registrant as Specified in Its Charter)


North Carolina	1-12597	56-1001967
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1823 Eastchester Drive
High Point, North Carolina		27265
(Address of Principal Executive Offices)		(Zip Code)

    Registrant’s Telephone Number, Including Area Code: 336 889-5161

   

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.05 per share	CULP	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

~~Item~~This 1report and the exhibits attached hereto contain “forward-looking statements” within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995 (Section 27A of the Securities Act of 1933 and Section 21E of the Securities and Exchange Act of 1934).01 ~~Entry~~Such ~~into~~statements aare ~~Material~~inherently ~~Definitive~~subject ~~Agreement~~to risks and uncertainties that may cause actual events and results to differ materially from such statements. Forward-looking statements are statements that include projections, expectations, or beliefs about future events or results or otherwise are not statements of historical fact. Such statements are often but not always characterized by qualifying words such as “expect,” “believe,” “will,” “may,” “should,” “could,” “potential,” “continue,” “target,” “predict”, “seek,” “anticipate,” “estimate,” “intend,” “plan,” “project,” and their derivatives, and include but are not limited to statements about expectations, projections, or trends for our future operations, strategic initiatives and plans, restructuring actions, production levels, new product launches, sales, profit margins, profitability, operating (loss) income, capital expenditures, working capital levels, cost savings (including, without limitation, anticipated cost savings from restructuring actions), income taxes, SG&A or other expenses, pre-tax (loss) income, earnings, cash flow, and other performance or liquidity measures, as well as any statements regarding dividends, share repurchases, liquidity, use of cash and cash requirements, borrowing capacity, investments, potential acquisitions, restructuring and restructuring-related charges, expenses, and/or credits, future economic or industry trends, public health epidemics, or future developments. There can be no assurance that we will realize these expectations or meet our guidance, or that these beliefs will prove correct.

OnFactors ~~August~~that 8could influence the matters discussed in such statements include the level of housing starts and sales of existing homes, ~~2024~~consumer confidence, ~~Culp~~trends in disposable income, ~~Inc~~and general economic conditions. (Decreases in these economic indicators could have a negative effect on our business and prospects. Likewise, increases in interest rates, particularly home mortgage rates, and increases in consumer debt or the ~~“Company”)~~general ~~approved~~rate of inflation, could affect us adversely. The future performance of our business depends in part on our success in conducting and finalizing acquisition negotiations and integrating acquired businesses into our existing operations. Changes in consumer tastes or preferences toward products not produced by us could erode demand for our products. Changes in tariffs or trade policy, including changes in U.S. trade enforcement priorities, or changes in the ~~execution~~value of anthe ~~Indemnification~~U.S. ~~Agreement~~dollar (versus other currencies, could affect our financial results because a significant portion of our operations are located outside the ~~“Agreement”)~~United ~~between~~States. Strengthening of the ~~Company~~U.S. dollar against other currencies could make our products less competitive on the basis of price in markets outside the United States, and ~~each~~strengthening of currencies in Canada and China can have a negative impact on our sales of products produced in those places. In addition, because our foreign operations use the ~~following~~U.S. ~~persons~~dollar ~~(each~~as their functional currency, anchanges ~~“Indemnitee”):~~in ~~Robert~~the Gexchange rate between the local currency of those operations and the U.S ~~Culp~~dollar can affect our reported profits from those foreign operations. Also, IVeconomic or political instability in international areas could affect our operations or sources of goods in those areas, ~~Franklin~~as Nwell as demand for our products in international markets. ~~Saxon~~The impact of public health epidemics on employees, ~~Fred~~customers, A.suppliers, ~~Jackson~~and the global economy, ~~John~~such A.as ~~Baugh~~the recent coronavirus pandemic, ~~Perry~~could Ealso adversely affect our operations and financial performance. ~~Davis~~In addition, ~~Sharon~~the A.impact ~~Decker~~of potential asset impairments, ~~Kimberly~~including B.impairments ~~Gatling~~of property, ~~Alexander~~plant, B.and ~~Jones~~equipment, ~~Jonathan~~inventory, L.or ~~Kelly~~intangible assets, ~~Kenneth~~as R.well ~~Bowling~~as the impact of valuation allowances applied against our net deferred income tax assets, ~~Thomas~~could Maffect our financial results. ~~Bruno~~Increases in freight costs, ~~Mary~~labor ~~Beth~~costs, ~~Hunsberger~~and raw material prices, ~~Ashley~~including Cincreases in market prices for petrochemical products, can also significantly affect the prices we pay for shipping, labor, and raw materials, respectively, and in turn, increase our operating costs and decrease our profitability. ~~Durbin~~Also, ~~Teresa~~our Asuccess in diversifying our supply chain with reliable partners to effectively service our global platform could affect our operations and adversely affect our financial results. ~~Huffman~~Finally, the future performance of our business also depends on our ability to successfully restructure our mattress fabric operations and ~~Forest~~return Ethe segment to profitability. ~~Buck~~Further information about these factors, as well as other factors that could affect our future operations or financial results and the matters discussed in forward-looking statements, is included in Item 1A “Risk Factors” in our most recent Form 10-K and Form 10-Q reports filed with the Securities and Exchange Commission.

~~Mr.~~Many ~~Culp,~~of ~~Mr.~~these ~~Saxon,~~factors ~~Mr.~~are ~~Jackson,~~macroeconomic ~~Mr.~~in ~~Baugh,~~nature ~~Mr.~~and ~~Davis~~are, ~~Ms. Decker~~therefore, ~~Ms.~~beyond ~~Gatling,~~our Mrcontrol. ~~Jones,~~Should ~~and~~one ~~Mr.~~or ~~Kelly~~more ~~are directors~~ of ~~the~~these ~~Company. Mr.~~risks ~~Culp~~or isuncertainties ~~also President and Chief Executive Officer of the Company. Mr. Bowling is Executive Vice President~~materialize, ~~Chief~~or ~~Financial~~should ~~Officer,~~underlying ~~and~~assumptions ~~Treasurer~~prove ~~of the Company. Mr. Bruno is President of Culp Home Fashions~~incorrect, ~~the~~our ~~Company’s~~actual ~~mattress fabrics division. Ms. Hunsberger is President of Culp Upholstery Fabrics~~results, ~~the~~performance ~~Company’s~~or ~~upholstery~~achievements ~~fabrics~~may ~~division. Ms.~~vary ~~Durbin~~materially isfrom ~~the~~those ~~Company’s~~described ~~Senior~~in ~~Vice~~this ~~President,~~report ~~General Counsel,~~ and ~~Corporate Secretary. Ms. Huffman is~~ the ~~Company’s~~exhibits ~~Senior~~attached ~~Vice President, Chief Human Resources Officer. Mr. Buck is the Company’s Vice President of Information Technology.~~

The Agreement provides, among other things, that subject to the terms, definitions, limitations and procedures in the Agreement, the Company will indemnify the Indemnitee to the fullest extent permitted by the laws of North Carolina against losses if the Indemnitee becomes a party to or participant in, or is threatened to be made a party to or participant in, any threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism related to the fact that Indemnitee is or was a director, officer, employee or agent of the Company or any subsidiary of the Company, or is or was serving at the request of the Company as a director, officer, employee, member, manager, trustee or agent of any other corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise, or by reason of an action or inaction by Indemnitee in any such capacity. 2

~~The~~hereto ~~Agreement~~as ~~also~~anticipated, ~~sets~~believed, ~~forth~~estimated, ~~(i)~~expected, ~~the~~intended, ~~terms~~planned onor ~~which~~projected. ~~the~~The ~~Company~~forward-looking ~~will~~statements ~~advance~~included ~~expenses~~in ~~actually~~this report and ~~reasonably~~the ~~paid~~exhibits orattached ~~incurred~~hereto byare anmade ~~Indemnitee~~only inas ~~advance~~ of the ~~final~~date ~~disposition~~of of athis ~~claim~~report. inUnless ~~connection~~required ~~with~~by ~~matters~~United States federal securities laws, we neither intend nor assume any obligation to update these forward-looking statements for ~~which~~any anreason ~~Indemnitee~~after ~~may~~the bedate ~~entitled~~of this report to ~~indemnification~~conform asthese ~~described~~statements to actual results or to changes in ~~the~~our ~~preceding~~expectations. ~~paragraph~~A ~~and~~forward-looking ~~(ii)~~statement ~~obligations~~is ofneither ~~the~~a ~~Company~~prediction ~~regarding~~nor ~~the~~a ~~maintenance~~guarantee of ~~directors’~~future events or circumstances, and ~~officers’~~those ~~liability~~future ~~insurance~~events ~~coverage~~or ~~comparable~~circumstances may not occur. Additional risks and uncertainties that ~~currently~~we ~~provided~~do ~~with~~not ~~the~~presently ~~same~~know ~~rights~~about ~~and~~or ~~benefits~~that we currently consider to ~~each~~be ~~Indemnitee~~immaterial may also affect our business operations or financial results.

~~The foregoing summary of the Agreement is qualified in its entirely to by reference to the full text of the form of Agreement attached hereto as Exhibit 10.1 and incorporated herein by reference.~~3

Item 52.02 ~~Departure~~– ofResults ~~Directors or Certain Officers; Election~~ of ~~Directors;~~Operations ~~Appointment~~and ofFinancial ~~Certain Officers; Compensatory Arrangements of Certain Officers.~~Condition

~~The~~On ~~information~~September ~~set~~4, ~~forth~~2024, inwe ~~Item~~issued 1a news release to announce our financial results for our first quarter ended July 28, 2024.01 A copy of the news release is ~~incorporated~~attached ~~herein~~hereto byas ~~reference.~~Exhibit 99.1.

The information set forth in this Item 92.0102 ~~Financial~~of ~~Statements~~this Current Report, and ~~Exhibits~~in Exhibit 99.1, is intended to be “furnished” under Item 2.02 of Form 8-K. Such information shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

~~(d)~~The ~~Exhibits~~news release contains adjusted income statement information for the three month periods ending July 28, 2024, and July 30, 2023, respectively, which disclose adjusted loss from operations, a non-U. S. GAAP performance measure that eliminates items which are not expected to occur on a recurring or regular basis. For the three month period ending July 28, 2024, these items include, as applicable for the period presented, restructuring related charges and restructuring expense associated with the gradual discontinuation of the mattress fabrics manufacturing operations in Quebec, Canada, the process of selling the facility located in Quebec, Canada, and the relocation of certain equipment from Quebec, Canada, to Stokesdale, North Carolina; restructuring expense associated with consolidation of the mattress fabrics sewn cover operation in Haiti from two buildings into one building; and restructuring expense associated with the rationalization of the upholstery fabrics finishing operation located in Shanghai, China. For the three month period ending July 30, 2023, these items include, as applicable for the period presented, restructuring related charges and restructuring expense associated with the discontinued production of cut and sewn upholstery kits in Ouanaminthe, Haiti. The ~~following~~company ~~exhibit~~has included this adjusted information in order to show operational performance excluding the effects of items not expected to occur on a recurring or regular basis. Details of these calculations and a reconciliation to information from our U.S. GAAP financial statements are set forth in the news release. Management believes this presentation aids in the comparison of financial results among comparable financial periods. Management uses adjusted income statement information in evaluating the financial performance of our overall operations and business segments. Also, adjusted income statement information is ~~filed~~used ~~herewith:~~as a performance measure in our incentive-based executive compensation program. We note, however, that this adjusted income statement information should not be viewed in isolation or as a substitute for loss from operations calculated in accordance with U.S. GAAP.

~~ExhibitNumber~~The ~~Description~~news release contains disclosures about our net cash, which is a non-U.S. GAAP liquidity measure that we define as cash and cash equivalents (which we sometimes refer to as “cash”) plus investments that are available to fund operations minus the total amount of outstanding borrowings under our lines of credit or other debt instruments. Details of these calculations and a reconciliation to information from our U.S. GAAP financial statements are set forth in the news release. We believe this non-GAAP measure is useful to investors as it provides a way to compare our cash position across periods on a consistent basis, regardless of the impact of financing activities. Net cash should not be viewed in isolation by investors and should not be used as a substitute for GAAP measures of liquidity.

10The news release contains disclosures about free cash flow, a non-U.~~1 Form~~S. GAAP liquidity measure that we define as net cash (used in) provided by operating activities, less cash capital expenditures and any payments on vendor-financed capital expenditures, plus any proceeds from sale of ~~Director~~property, plant, and ~~Officer~~equipment, ~~Indemnification~~plus ~~Agreement~~proceeds from note receivable, plus proceeds from the sale of investments associated with our rabbi trust, less the purchase of investments associated with our rabbi trust, and plus or minus the effects of foreign currency exchange rate changes on cash and cash equivalents, in each case to the extent any such amount is incurred during the period presented. Details of these calculations and a reconciliation to information from our U.S. GAAP financial statements are set forth in the news release. Management believes the disclosure of free cash flow provides useful information to investors because it measures our available cash flow for potential debt repayment, stock repurchases, dividends, additions to cash and investments, or other corporate purposes. We note, however, that not all of the company’s free cash flow is available for discretionary spending, as we may have mandatory debt payments and other cash requirements that must be deducted from our cash available for future use. In operating our business, management uses free cash flow to make decisions about what commitments of cash to make for operations, such as capital expenditures (and possible financing arrangements for these expenditures), purchases of inventory or supplies, SG&A expenditure levels, compensation, and other commitments of cash, while still allowing for adequate cash to meet known future commitments for cash, such as debt repayment, and also for making decisions about dividend payments and share repurchases.

The news release contains disclosures about our Adjusted EBITDA, which is a non-U.S. GAAP performance measure that reflects net (loss) income excluding income tax expense (benefit), net interest income, and restructuring expense or credit and restructuring related charges or credits, as well as depreciation and amortization expense, and stock-based compensation expense. This measure also excludes other non-recurring charges and credits associated with our business, if and to the extent any such amount is incurred during the period presented. Details of these calculations

and a reconciliation to information from our U.S. GAAP financial statements are set forth in the news release. We believe presentation of Adjusted EBITDA is useful to investors because earnings before interest income and expense, income taxes, depreciation and amortization, and similar performance measures that exclude certain charges from earnings, are often used by investors and financial analysts in evaluating and comparing companies in our industry. We note, however, that such measures are not defined uniformly by various companies, with differing expenses being excluded from net income to calculate these performance measures. For this reason, Adjusted EBITDA should not be viewed in isolation by investors and should not be used as a substitute for net income (loss) calculated in accordance with GAAP, nor should it be used for direct comparisons with similarly titled performance measures reported by other companies. Use of Adjusted EBITDA as an analytical tool has limitations in that this measure does not reflect all expenses that are necessary to fund and operate our business, including funds required to pay taxes, service our debt, and fund capital expenditures, among others. Management uses Adjusted EBITDA to help it analyze the company’s earnings and operating performance, by excluding the effects of expenses that depend upon capital structure and debt level, tax provisions, and non-cash items such as depreciation, amortization and stock-based compensation expense that do not require immediate uses of cash.

The news release contains disclosures about return on capital employed for both the entire company and for individual business segments. We define return on capital employed as adjusted operating income (loss) (measured on a trailing twelve-month basis) divided by average capital employed (excluding intangible assets related to acquisitions at the divisional level only). Adjusted operating income (loss) excludes certain charges or credits that are not expected to occur on a recurring or regular basis, if applicable for the period presented. Average capital employed is calculated over rolling five fiscal periods, depending on which quarter is being presented. Details of these calculations and a reconciliation to information from our U.S. GAAP financial statements are set forth in the news release. We believe return on capital employed is an accepted measure of earnings efficiency in relation to capital employed, but it is a non-U.S. GAAP performance measure that is not defined or calculated in the same manner by all companies. This measure should not be considered in isolation or as an alternative to net income (loss) or other performance measures, but we believe it provides useful information to investors by comparing the adjusted operating income (loss) we produce to the net asset base used to generate that income (loss). Also, adjusted operating income (loss) on a trailing twelve-months basis does not necessarily indicate results that would be expected for the full fiscal year or for the following twelve months. We note that, particularly for return on capital employed measured at the segment level, not all assets and expenses are allocated to our operating segments, and there are assets and expenses at the corporate (unallocated) level that may provide support to a segment’s operations and yet are not included in the assets and expenses used to calculate that segment’s return on capital. Thus, the average return on capital employed for the company’s segments will generally be different from the company’s overall return on capital employed. Management uses return on capital employed to evaluate the company’s earnings efficiency and the relative performance of its segments.

Item 7.01 Regulation FD Disclosure

On September 4, 2024, we posted a restructuring presentation to our website at https://culpinc.gcs-web.com/ (the "Restructuring Presentation"). A copy of the Restructuring Presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference. We expect to use the Restructuring Presentation from time to time, in whole or in part, and possibly with modifications, in connection with presentations to investors, analysts, and others.

The information contained in the Restructuring Presentation is summary information that should be considered within the context of the company's filings with the Securities and Exchange Commission ("SEC") and other public announcements the company may make by press release or otherwise from time to time. The Restructuring Presentation speaks only as of the date of this Current Report on Form 8-K. We undertake no duty or obligation to publicly update or revise the information contained in the Restructuring Presentation, including, without limitation, any targets, estimates, goals, or other forward-looking statements, although we may do so from time to time. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases, or through other public disclosure.

The Restructuring Presentation contains statements intended as "forward-looking statements" that are subject to the cautionary statements about forward-looking statements set forth on page 2 of the Restructuring Presentation. By furnishing the information contained in this Current Report on Form 8-K, including Exhibit 99.2, we make no admission as to the materiality of any such information.

The information in this Current Report on Form 8-K, including Exhibit 99.2, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),

or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such filing.

Item 9.01 (d) – Exhibits

EXHIBIT INDEX


Exhibit Number		Exhibit

99.1		News Release dated September 4, 2024

99.2		Restructuring Presentation

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

			CULP, INC.
Date:	August 14, 2024	By:	/s/ Ashley C. Durbin
			Ashley C. Durbin, Senior Vice President, General Counsel and Corporate Secretary


		CULP, INC. (Registrant)

		By:	/s/ Kenneth R. Bowling
			Chief Financial Officer
			(principal financial officer and principal accounting officer)

Dated September 4, 2024

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