XNYS:CFI Culp Inc Annual Report 10-K Filing - 4/29/2012

Effective Date 4/29/2012

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

FORM 10-K

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

For the fiscal year ended April 29, 2012

Commission File No. 1-12597

CULP, INC.
(Exact name of registrant as specified in its charter)

NORTH CAROLINA
(State or other jurisdiction of
incorporation or other organization)
56-1001967
(I.R.S. Employer Identification No.)
   
1823 Eastchester Drive, High Point, North Carolina
(Address of principal executive offices)
27265
(zip code)
 
(336) 889-5161
(Registrant’s telephone number, including area code)
 
Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class
Name of Each Exchange
On Which Registered
   
Common Stock, par value $.05/ Share
New York Stock Exchange

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 o   NO x
 
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 of 1934.   YES o   NO x
 
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 and (2) has been subject to the filing requirements for at least the past 90 days.   YES x  NO o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). 
 
YES x   NO o
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer, accelerated filer, and smaller reporting company” in Rule 12b-2 of the Exchange Act.   (Check one):
 
 
Large Accelerated Filer  o
Accelerated Filer  x
Non-Accelerated Filer  o
   
Smaller Reporting Company  o
 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).   YES o NO x
 
As of April 29, 2012, 12,702,806 shares of common stock were outstanding.  As of October 30, 2011, the aggregate market value of the voting stock held by non-affiliates of the registrant on that date was $87,350,477 based on the closing sales price of such stock as quoted on the New York Stock Exchange (NYSE), assuming, for purposes of this report, that all executive officers and directors of the registrant are affiliates.
 
DOCUMENTS INCORPORATED BY REFERENCE
 
Portions of the registrant’s Proxy Statement to be filed pursuant to Regulation 14A of the Securities and Exchange Commission in connection with its Annual Meeting of Shareholders to be held on September 18, 2012 are incorporated by reference into Part III of this Form 10-K.
 
 
 

 
 
CULP, INC.
FORM 10-K REPORT
TABLE OF CONTENTS

Item No.
 
Page
     
   
     
1.
 
 
2
 
3
 
3
 
6
 
6
 
7
 
7
 
8
 
9
 
10
 
10
 
11
 
11
 
12
 
12
 
13
 
14
 
15
 
15
     
1A.
15
     
1B.
19
     
2.
19
     
3.
20
     
4.
20
     
   
     
5.
21
     
6.
24
     
7.
25
     
7A.
47
     
8.
48
     
9.
84
     
9A(T).
84
     
9B.
86
 
 
 

 
 

 
 

 
 
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION
 
Parts I and II of this report 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 27A of the Securities and Exchange Act of 1934).  Such statements are inherently subject to risks and uncertainties. Further, forward-looking statements are intended to speak only as of the date on which they are made.  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,” “estimate,” “plan” and “project” and their derivatives, and include but are not limited to statements about expectations for the company’s future operations, production levels, sales, gross profit margins, operating income, SG&A or other expenses, earnings, other performance measures, as well as any statements regarding future economic or industry trends or future developments. Factors that could influence the matters discussed in such statements include the level of housing starts and sales of existing homes, consumer confidence, trends in disposable income, 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 general rate of inflation, could affect the company adversely.  Changes in consumer tastes or preferences toward products not produced by us could erode demand for our products. Changes in the value of the U.S. dollar versus other currencies could affect our financial results because a significant portion of our operations are located outside the United States.  Strengthening of the U.S. dollar against other currencies could make our products less competitive on the basis of price in markets outside the United States, and strengthening of currencies in Canada and China can have a negative impact on our sales in the U.S. of products produced in those places.  Also, economic and political instability in international areas could affect our operations or sources of goods in those areas, as well as demand for our products in international markets.  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 are included in the “Risk Factors” section of this report in Item 1A.
 
 
1

 
 
 


 
 
Culp, Inc. manufactures, sources, and markets mattress fabrics used for covering mattresses and box springs, and upholstery fabrics primarily for use in production of upholstered furniture (residential and commercial).
 
We believe that Culp is the largest producer of mattress fabrics in North America, as measured by total sales, and one of the largest marketers of upholstery fabrics for furniture in North America, again measured by total sales.  We have two operating segments — mattress fabrics and upholstery fabrics.  The mattress fabric business markets fabrics that are used primarily in the production of bedding products, including mattresses, box springs, and mattress sets.  The upholstery fabric business markets a variety of fabric products that are used in the production of residential and commercial upholstered furniture, sofas, recliners, chairs, loveseats, sectionals, sofa-beds, and office seating.  Culp primarily markets fabrics that have broad appeal in the “good” and “better” priced categories of furniture and bedding.
 
Culp markets a variety of fabrics in different categories to its global customer base, including fabrics produced at our manufacturing facilities and fabrics produced by other suppliers.  We had twelve active manufacturing plants and distribution facilities as of the end of fiscal 2012, which are located in North and South Carolina; Quebec, Canada; Shanghai, China; and Poznan, Poland.  We also source fabrics from other manufacturers, located primarily in China and Turkey, with almost all of those fabrics being produced specifically for Culp and created by Culp designers.  We operate distribution centers in North Carolina, and Shanghai, China, to facilitate distribution of our products, and early last year we opened a new distribution facility in Poznan, Poland.  In recent years, the portion of total company sales represented by fabrics produced outside of the U.S. and Canada has increased, while sales of goods produced in the U.S. have decreased.  This trend is due primarily to the upholstery fabrics segment, where more than 85% of our sales now consist of fabrics produced in China.
 
Total net sales in fiscal 2012 were $254.4 million.  The mattress fabrics segment had net sales of $145.5 million (57.2% of total net sales), while the upholstery fabrics segment had net sales of $108.9 million (42.8% of total net sales).
 
During fiscal 2011, our business was affected by continued weak business conditions, especially slow sales of home furnishings.  In addition, both segments were significantly affected by higher raw material prices during the year, which led to an overall decline in profit margins.  In spite of these conditions, the company had an overall increase in sales of five percent compared to the prior year, as well as higher pre-tax and net income.
 
Weak business conditions and slow sales of home furnishings, especially during the first half of the fiscal year, continued to affect our business during fiscal 2012.  However, industry demand improved somewhat compared to the prior year, and we also had more positive responses from customers to innovative designs and new products introduced during the year.  Sales increased in both our business segments, increasing 19% in mattress fabrics and 15% in upholstery fabrics.  These sales levels represent our third consecutive year of increased revenues, and our fiscal 2012 net sales were the highest level in the past six years.
 
 
2

 
 
During fiscal 2012, both segments continued to build upon strategic initiatives and structural changes they made over the last several years.  The platforms created through these changes allowed for a sharp focus on product innovation and introduction of new designs to drive sales growth and keep current with home furnishing trends.
 
The mattress fabrics segment has invested $57 million over an eight year period in significant capital expenditures and acquisitions.  These expenditures provided increased manufacturing capacity and more efficient equipment for this segment, as well as two successful acquisitions.  Most recently, this segment announced a new joint marketing agreement to market sewn mattress covers, which will include establishment of a small production facility.
 
The upholstery fabrics segment underwent major changes over the past decade, transforming from a primarily U.S.-based manufacturing operation with large amounts of fixed assets to a more flexible variable cost model, with most fabrics sourced in China, while still maintaining control over the value-added components of fabric production such as design, finishing, quality control and distribution.  These changes involved a multi-year restructuring process that ended in fiscal 2009, during which time our upholstery fabric sales declined considerably.  The trend of declining upholstery sales has reversed, and sales in this segment have now increased for each of the past three fiscal years.  Since the end of the multi-year restructuring, we have focused on product development and marketing, including the exploration of new markets.  A part of this effort has been the establishment of a new marketing and distribution operation in Poland, known as Culp Europe, which accounted for about three percent of upholstery sales last year.
 
Additional information about trends and developments in each of our business segments is provided in the “Segments” discussion below.
 
 
Culp, Inc. was organized as a North Carolina corporation in 1972 and made its initial public offering in 1983.  Since 1997, our stock has been listed on the New York Stock Exchange and traded under the symbol “CFI.” Our fiscal year is the 52 or 53 week period ending on the Sunday closest to April 30.  Our executive offices are located in High Point, North Carolina.
 
Culp maintains an Internet website at www.culp.com.  We will make this annual report and our other annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to these reports, available free of charge on our Internet site as soon as reasonably practicable after such material is electronically filed with, or furnished to, the Securities and Exchange Commission.  Information included on our website is not incorporated by reference into this annual report.
 
 
Our two operating segments are mattress fabrics and upholstery fabrics.  The following table sets forth certain information for each of our segments.
 
 
3

 
 
 
Sales by Fiscal Year ($ in Millions) and Percentage of Total Company Sales
           
Segment
Fiscal 2012  
Fiscal 2011
 
Fiscal 2010
Mattress Fabrics
 
$145.5
(57%)
   
$122.4
(56%)
   
$114.8
(56%)
 
Upholstery Fabrics
                       
Non-U.S.-Produced
 
$95.5
(38%)
   
$81.2
(37%)
   
$77.3
(37%)
 
U.S.-Produced
 
$13.4
(5%)
   
$13.2
(6%)
   
$14.3
(7%)
 
Total Upholstery
 
$108.9
(43%)
   
$94.4
(44%)
   
$91.6
(44%)
 
Total company
 
$254.4
(100%)
   
$216.8
(100%)
   
$206.4
(100%)
 

Additional financial information about our operating segments can be found in Note 18 to the Consolidated Financial Statements included in Item 8 of this report.
 
Mattress Fabrics. The mattress fabrics segment, known as Culp Home Fashions in the industry, manufactures and markets mattress fabric to bedding manufacturers.  These fabrics encompass woven jacquard fabric, knitted fabric and some upholstery type fabrics.  Culp Home Fashions has manufacturing facilities located in Stokesdale and High Point, North Carolina, and St. Jerome, Quebec, Canada.  The Stokesdale and St. Jerome plants manufacture jacquard (damask) fabric.  The Stokesdale plant also finishes jacquard and knit fabric, and houses the division offices and finished goods distribution capabilities.  In fiscal 2009, a third manufacturing plant facility was added when we acquired the knitted mattress fabrics business of Bodet & Horst USA, including its manufacturing facilities in High Point.  We have also maintained flexibility in our supply of the major categories of mattress fabrics.  Almost all woven jacquard and knitted fabrics can be produced in multiple facilities, (internal or external to the company) providing us with mirrored, reactive capacity involving state-of-the-art capabilities across plant facilities.
 
Culp Home Fashions had capital expenditures during the period fiscal 2005 through 2012 totaling approximately $38 million, which primarily provided for the purchase of faster and more efficient weaving machines as well as increased knit machine capacity.  These capital expenditures also provided high technology finishing equipment for woven and knitted fabric.  With most of these modernization and expansion projects completed, we expect lower capital expenditures in the near term for this segment.
 
The Bodet & Horst USA, LP acquisition in fiscal 2009 was another step to enhance and secure our competitive position, as we invested $11.4 million to purchase the manufacturing operation that had been serving as our primary source of knitted mattress fabric.  The completion of this acquisition not only secured our supply of knitted mattress fabrics, but allowed for improved supply logistics, greater control of product development, and accelerated responsiveness to our customers.  Since the acquisition, we made further investments in knitting machines and finishing equipment, increasing our internal production capacity substantially.
 
Our recently announced joint marketing agreement for the production and marketing of sewn mattress covers represents a further step in our efforts to respond to industry demands.  The CHF division has established a new venture to be known as Culp-Lava Applied Sewn Solutions, which is a joint marketing effort with A. Lava & Son Co. of Chicago, a leading provider of mattress covers.  We are establishing a small manufacturing operation near our current plants in North Carolina, which will involve leased space and a limited capital investment in equipment, to produce and market sewn mattress covers, a growing product category in the bedding industry.  Teaming with A. Lava & Son allows us to have two mirrored manufacturing facilities and great flexibility in meeting demand from bedding producers for mattress covers.
 
 
4

 
 
Upholstery Fabrics. The upholstery fabrics segment markets a wide variety of fabrics for residential and commercial furniture customers.  The upholstery fabrics segment operates fabric manufacturing facilities in Anderson, South Carolina, and Shanghai, China.  We market fabrics produced in these two locations, as well as a variety of upholstery fabrics sourced from third party producers, mostly in China.  In each of the past two fiscal years, sales of non-U.S. produced upholstery accounted for more than 85% of our upholstery fabric sales.
 
Demand for U.S.-produced upholstery declined significantly over the past decade, and we took aggressive steps to reduce our U.S. manufacturing costs, capacity, and selling, general and administrative expenses.  These restructuring actions reduced our U.S. upholstery operations to the one manufacturing plant in South Carolina and one upholstery distribution facility in Burlington, North Carolina.
 
During the time that U.S. upholstery operations were being reduced, we established operations in China and gradually expanded them over time to include a variety of activities.  The facilities near Shanghai now include fabric sourcing, finishing, quality control and inspection operations, as well as a plant where sourced fabrics are cut and sewn into “kits” made to specifications of furniture manufacturing customers.  More recent developments in our China operations include expansion of our product development and design capabilities in China and further strengthening of key strategic partnerships with mills.  We also expanded our marketing efforts to sell our China products in countries other than the U.S., including the Chinese local market.
 
We established a new subsidiary during fiscal 2011 called Culp Europe, which is a marketing and distribution operation based in Poland, in an area with a high concentration of furniture suppliers.  This operation targets furniture manufacturers in the European market.  We view this market as a significant long-term opportunity for growth, with high living standards, fashion conscious consumers, and short replacement cycles for upholstered furniture.  Culp Europe accounted for approximately 3% for our upholstery sales in fiscal 2012.
 
Over the past decade, we have moved our upholstery business from one that relied on a large fixed capital base that is difficult to adjust to a more flexible and scalable marketer of upholstery fabrics that meets changing levels of customer demand and tastes for various products.  At the same time, we have maintained control of the most important “value added” aspects of our business, such as design, finishing, quality control, and logistics.  This strategic approach has allowed us to limit our investment of capital in fixed assets and to lower the costs of our products significantly, while continuing to leverage our design and finishing expertise, industry knowledge and important relationships.
 
Even as economic conditions and furniture demand remained relatively weak during fiscal 2012, our upholstery fabrics sales increased for the third consecutive year.  These gains reversed a ten year trend of declining upholstery sales that ended with fiscal 2009, as we substantially overhauled our operating model.  We believe our increased sales in the upholstery fabrics segment were achieved primarily through implementation of a business strategy that included:  1) innovation in a low-cost environment, 2) speed to market execution, 3) consistent quality, 4) reliable service and lead times, and 5) increased recognition of and reliance on the Culp brand.  A return to profitability in upholstery fabrics has been achieved through development of a unique business model that has enabled the upholstery segment to execute a strategy that we believe is clearly differentiated from competitors.  In this way, we have maintained our ability to provide furniture manufacturers with products from every category of fabric used to cover upholstered furniture, and to meet continually changing demand levels and consumer preferences.
 
 
5

 
 
 
Culp markets products primarily to manufacturers that operate in three principal markets.  The mattress fabrics segment supplies the bedding industry, which produces mattress sets (mattresses, box springs, and foundations).  The upholstery fabrics segment supplies the residential furniture industry and, to a lesser extent, the commercial furniture industry.  The residential furniture market includes upholstered furniture sold to consumers for household use, including sofas, sofa-beds, chairs, recliners, loveseats, sectionals, and office seating.  The commercial furniture and fabrics market includes upholstered office seating and modular office systems sold primarily for use in offices and other institutional settings, and commercial textile wall covering.  The principal industries into which the company sells products are described below.  Currently the vast majority of our products are sold to manufacturers for end use in the U.S., and thus the discussions below are focused on U.S. markets.
 
 
In calendar 2010 and 2011, the bedding industry experienced gains in both dollar and unit sales, reversing a recent trend of declining sales over several years prior to that.  According to the International Sleep Products Association (ISPA), a trade association, the U.S. wholesale bedding industry increased dollar sales by 7.7% to 6.3 billion in 2011.  Unit volume sales increased only slightly (0.2%) in 2011 compared to 2010, having experienced a 6.2% increase the previous year after four years of declines.  Specialty bedding manufacturers, which produce mattresses that do not use inner spring construction, now account for about 30% of bedding dollar sales, but only 14% of the unit volume in the industry.  This category of bedding, which has a higher average selling price, has continued to increase its share of total bedding sales, according to industry statistics.  ISPA also reported that overall average unit prices in the bedding industry increased 7.5% in 2011, reversing a trend of declines in the prior two years.
 
The bedding industry is comprised of several hundred manufacturers, but the largest five manufacturers accounted for more than 70% of total wholesale shipments in 2011, while the top fifteen accounted for approximately 86%.  Until recently, the industry has been mature and stable, generally experiencing slow and steady growth in sales.  However, during the past few years sales have been more unpredictable, as the economic downturn caused two years of sales declines, followed by a return to growth in 2010.  On a long-term basis, the stability of this market has been due in part to replacement purchases, which account for the majority of bedding industry sales.
 
Unlike the residential furniture industry, which has faced intense competition from imports, the U.S. bedding industry has largely remained a North American based business with limited competition from imports.  Imports of bedding into the U.S. have increased in recent years, but imports still represent only a small fraction of total U.S. bedding sales.  The primary reasons for this fact include:  1) the short lead times demanded by mattress manufacturers and retailers due to their quick service delivery model, 2) the limited inventories carried by manufacturers and retailers requires “just-in-time” delivery of product, 3) the customized nature of each manufacturer and retailer’s product lines, 4) high shipping and import duty costs, 5) the relatively low direct labor content in mattresses, and 6) strong brand recognition and importance.
 
Other key trends in the bedding industry include:
 
 
Consumers have become increasingly aware of and are concerned with the health benefits of better sleep.  This has caused an increased focus on the quality of bedding products and an apparent willingness on the part of consumers to upgrade their bedding.
 
 
6

 
 
 
While mattress fabrics serve the functional purpose of providing a soft and durable cover, there is a growing emphasis on the design knitted or woven into the fabrics to appeal to the customer’s visual attraction and perceived value of the mattress on the retail floor.  Mattress fabric design efforts are based on current trends in home decor and fashion.
 
 
Growth in non-traditional sources for retail mattress sales is now an important factor in home furnishings sales.  These outlets, such as wholesale warehouse clubs and the internet, have the potential to increase overall consumption of goods due to convenience and high traffic volume which in turn result in higher turnover of product.
 
 
Increased popularity of knitted fabric has continued.  Knitted fabric was initially used primarily on premium mattresses, but these products are now being placed increasingly on mattresses at mid-range retail price points.
 
 
The residential furniture industry was severely affected by the global economic downturn and experienced significant declines in sales for 2008 and 2009 due to lower consumer spending and a very weak housing market.  U.S. sales of residential furniture rebounded during the past two years and equaled $15.1 billion in 2011.  This level represents a 4.4% increase from 2010, but is still far below sales levels experienced in the years prior to 2008.  According to data published by the American Home Furnishings Alliance (AHFA), a trade association, before 2008 the residential furniture industry was mature and more stable, with generally modest yearly changes in sales levels that were at or below the overall growth rate of the U.S. economy.  However, shipments declined by 14.8% in 2008 compared to the prior year, and in 2009 retail furniture shipments dropped 18.1% compared to 2008.  Although industry sales appeared to have stabilized over the past two years, overall weak demand for residential furniture has continued to affect the industry, creating significant challenges for suppliers to the residential furniture industry.
 
Other important trends and issues facing the residential furniture industry include:
 
 
The sourcing of components and fully assembled furniture from overseas continues to play a major role in the residential furniture industry.  By far, the largest source for these imports continues to be China, which now accounts for approximately 56% of total U.S. furniture imports.
 
 
Imports of upholstery fabric, both in roll and in “kit” form, have increased in recent years.  Fabrics entering the U.S. from China and other low labor cost countries are resulting in increased price competition in the upholstery fabric and upholstered furniture markets.
 
 
Leather and suede upholstered furniture has been gaining market share over the last ten to twelve years.  This trend has increased over the last seven years in large part because selling prices of leather furniture have been declining significantly over this time period.
 
 
The residential furniture industry has been consolidating at the manufacturing level for several years.  The result of this trend is fewer, but larger, customers for marketers of upholstery fabrics.
 
 
The market for commercial furniture - furniture used in offices and other institutional settings - grew approximately 13% from 2010 to 2011, following a 5.8% increase the previous year.  The increases in 2010 and 2011 reflect economic trends affecting businesses, which are the ultimate customers in this industry.  According to the Business and Institutional Furniture Manufacturer’s Association (BIFMA), a trade association, the commercial furniture market in the U.S. totaled approximately $9.4 billion in 2011 in wholesale shipments by manufacturers, an increase from the $8.3 billion total for 2010.  However, this total represents a significant decrease from the industry’s peak of $13.3 billion in 2000.
 
 
7

 
 
 
As described above, our products include mattress fabrics and upholstery fabrics, which are the company’s identified operating segments.
 
Mattress Fabrics Segment
 
Mattress fabrics segment sales constituted about 56-57% of our total net sales in each of the past three fiscal years.  The company has emphasized fabrics that have broad appeal at prices generally ranging from $1.29 to $10.99 per yard.
 
Upholstery Fabrics Segment
 
Upholstery fabrics segment sales totaled 43-44% of our sales for each of the past three fiscal years.  The company has emphasized fabrics that have broad appeal at “good” and “better” prices, generally ranging from $4.25 to $5.25 per yard.
 
Culp Fabric Categories by Segment
 
We market products in most categories of fabric that manufacturers currently use for bedding and furniture.  The following table indicates the product lines within each segment, and a brief description of their characteristics.
 
Mattress Fabrics
 
   
Woven jacquards
Various patterns and intricate designs.  Woven on complex looms using a variety of synthetic and natural yarns.
   
Upholstery-type
Suedes, pile and embroidered fabrics, and other specialty type products are sourced to offer diversity for higher end mattresses.
   
Knitted Fabric
Various patterns and intricate designs produced on special-width circular knit machines utilizing a variety of synthetic and natural yarns.  Knitted mattress fabrics have inherent stretching properties and spongy softness, which conforms well with layered foam packages.
   
   
Upholstery Fabrics
 
   
Woven jacquards
Elaborate, complex designs such as florals and tapestries in traditional, transitional and contemporary styles.  Woven on intricate looms using a wide variety of synthetic and natural yarns.
   
Woven dobbies
Fabrics that use straight lines to produce geometric designs such as plaids, stripes and solids in traditional and country styles.  Woven on less complicated looms using a variety of weaving constructions and primarily synthetic yarns.
 
 
8

 
 
Velvets
Soft fabrics with a plush feel.  Produced with synthetic yarns, by weaving into a base fabric.  Basic designs such as plaids in both traditional and contemporary styles.
   
Suede fabrics
Fabrics woven or knitted using microdenier polyester yarns, which are piece dyed and finished, usually by sanding.  The fabrics are typically plain or small jacquard designs, with some being printed.  These are sometimes referred to as microdenier suedes, and some are “leather look” fabrics.
 
 
Mattress Fabrics Segment
 
Our mattress fabrics segment operates three manufacturing plants, located in Stokesdale, North Carolina; High Point, North Carolina and St. Jerome, Quebec, Canada.  Over the past eight fiscal years, we made capital expenditures of approximately $38 million to consolidate all of our production of woven jacquards, or damask fabric, to these plants and to modernize the equipment, enhance and provide finishing capabilities and expand capacity in each of these facilities.  The result has been an increase in manufacturing efficiency and reductions in operating costs.  Jacquard mattress fabric is woven at the Stokesdale and St. Jerome plants, and knitted fabrics are produced at the High Point facility.  Most finishing and inspection processes for mattress fabrics are conducted at the Stokesdale plant.
 
In addition to the mattress fabrics we manufacture, we have important supply arrangements in place that allow us to source mattress fabric from strategic suppliers.  A portion of our woven jacquard fabric and knitted fabric is obtained from a supplier located in Turkey, based on designs created by Culp designers, and we are sourcing certain converted fabric products (such as suedes, pile fabrics and embroidered fabrics) through our China platform.
 
We recently announced a new joint marketing arrangement with a producer of sewn mattress covers for bedding.  This effort will result in the establishment of an additional manufacturing facility to produce and market sewn mattress covers.
 
Upholstery Fabrics Segment
 
We currently operate one upholstery manufacturing facility in the U.S. and three in China.  The U.S. plant is located in Anderson, South Carolina, and mainly produces velvet upholstery fabrics with some production of certain decorative fabrics.
 
Our upholstery manufacturing facilities in China are all located within the same industrial area near Shanghai.  At these plants, we apply value-added finishing processes to fabrics sourced from a limited number of strategic suppliers in China, and we inspect sourced fabric there as well.  In addition, the Shanghai operations include facilities where sourced fabric is cut and sewn to provide “kits” that are designed to be placed on specific furniture frames designated by our customers.
 
A large portion of our upholstery fabric products, as well as certain elements of our production processes, are being sourced from outside suppliers.  The development of our facilities in China has provided a base from which to access a variety of products, including certain fabrics (such as microdenier suedes) that are not produced anywhere within the U.S.  We have found opportunities to develop significant relationships with key overseas suppliers that allow us to source products on a cost-effective basis while at the same time limiting our investment of capital in manufacturing assets.  We source unfinished and finished fabrics from a limited number of strategic suppliers in China who are willing to commit significant capacity to meet our needs while working with our product development team to meet the demands of our customers.  We also source a substantial portion of our yarns, both for U.S. and China upholstery operations, through our China facilities.  The remainder of our yarn is obtained from other suppliers around the world.
 
 
9

 
 
 
Consumer tastes and preferences related to bedding and upholstered furniture change over time.  The use of new fabrics and designs remains an important consideration for manufacturers to distinguish their products at retail and to capitalize on changes in preferred colors, patterns and textures.  Culp’s success is largely dependent on our ability to market fabrics with appealing designs and patterns.  The process of developing new designs involves maintaining an awareness of broad fashion and color trends both in the United States and internationally.
 
Mattress Fabrics Segment
 
Design is an increasingly important element of producing mattress fabrics.  Price point delineation is accomplished through fabric quality as well as variation in design.  Additionally, consumers are drawn to the mattress that is most visually appealing when walking into a retail showroom.  Fibers also play an important part in design.  For example, rayon, organic cotton and other special fibers are incorporated into the design process to allow the retailer to offer consumers additional benefits related to their sleeping experience.  Similarly, many fabrics contain special production finishes that enhance fabric performance.  Mattress fabric designs are not introduced on a scheduled season.  Designs are typically introduced upon the request of customer as they plan introduction to their retailers.  Additionally, we work closely with our customers on new design offerings around the major furniture markets such as High Point and Las Vegas.
 
Upholstery Fabrics Segment
 
The company has developed an upholstery fabrics design and product development team (with staff located in the U.S. and in China) with focus on designing for value primarily on body cloths, while promoting style leadership with pillow fabrics and color.  The team searches continually for new ideas and for the best sources of raw materials, yarns and fabrics, utilizing a China supply network.  Using these design elements, they develop product offerings using ideas and materials which take both fashion trends and cost considerations into account, to offer products designed to meet the needs of furniture manufacturers and ultimately the desires of consumers.  Upholstery fabric designs are introduced at major fabric trade conferences that occur twice a year in the United States (June and December).  In recent years we have become more aggressive in registering copyrights for popular fabric patterns and taking steps to discourage the illegal copying of our proprietary designs.
 
 
Mattress Fabrics Segment
 
All of our shipments of mattress fabrics originate from our manufacturing facility in Stokesdale, North Carolina.  Through arrangements with major customers and in accordance with industry practice, we maintain a significant inventory of mattress fabrics at our distribution facility in Stokesdale (“make to stock”), so that products may be shipped to customers with short lead times and on a “just in time” basis.
 
 
10

 
 
Upholstery Fabrics Segment
 
The majority of our upholstery fabrics are marketed on a “make to order” basis and are shipped directly from our distribution facilities in Burlington and Shanghai.  Also, we are now beginning to distribute upholstery fabrics from our new facilities in Poznan, Poland.  In addition to “make to order” distribution, an inventory comprising of a limited number of fabric patterns is held at our distribution facilities in Burlington and Shanghai from which our customers can obtain quick delivery of fabrics through a program known as “Culp Express.”  We also have a marketing strategy for our U.S.-produced upholstery products, providing customers with very quick delivery on target products at key price points.  Beginning in fiscal 2010 and continuing through fiscal 2012, market share opportunities have been expanded through strategic selling partnerships.
 
 
Mattress Fabrics Segment
 
Raw materials account for approximately 60%-70% of mattress fabric production costs.  The mattress fabrics segment purchases synthetic yarns (polypropylene, polyester and rayon), certain greige (unfinished) goods, latex adhesives, laminates, dyes and other chemicals.  Most of these materials are available from several suppliers and prices fluctuate based on supply and demand, the general rate of inflation, and particularly on the price of petrochemical products.  The mattress fabrics segment has generally not had significant difficulty in obtaining raw materials, although increases in raw material prices materially affected our profitability during the past two fiscal years.
 
Upholstery Fabrics Segment
 
Raw materials account for approximately 65% of upholstery fabric manufacturing costs for products the company manufactures.  This segment purchases synthetic yarns (polypropylene, polyester, acrylic and rayon), acrylic staple fiber, latex adhesives, dyes and other chemicals from various suppliers.
 
Increased reliance by both our U.S. and China upholstery operations on outside suppliers for basic production needs such as base fabrics, yarns, and finishing services has caused the upholstery fabrics segment to become more vulnerable to price increases, delays, or production interruptions caused by problems within businesses that we do not control.  Significant increases in raw material prices had a negative effect on our upholstery fabrics profits during the past two fiscal years.
 
Both Segments
 
Many of our basic raw materials are petrochemical products or are produced from such products.  For this reason, our material costs can be sensitive to changes in prices for petrochemicals and the underlying price of oil.  Additionally, basic raw material prices recently have been greatly affected recently by general worldwide demand, especially fiber demand from China.
 
 
Mattress Fabrics Segment
 
The mattress fabrics business and the bedding industry in general are slightly seasonal, with sales being the highest in late spring and late summer, with another peak in mid-winter.
 
 
11

 
 
Upholstery Fabrics Segment
 
The upholstery fabrics business is somewhat seasonal, with increased sales during our first and fourth fiscal quarters.  Sales also tend to be lower in our second fiscal quarter.
 
 
Competition for our products is high and is based primarily on price, design, quality, timing of delivery and service.
 
Mattress Fabrics Segment
 
The mattress fabrics market is concentrated in a few relatively large suppliers.  We believe our principal mattress fabric competitors are Bekaert Textiles B.V., Global Textile Alliance and several smaller companies producing knitted and other fabric.
 
Upholstery Fabrics Segment
 
In the upholstery fabric market, we compete against a large number of companies, ranging from a few large manufacturers comparable in size to the company to small producers, and a growing number of “converters” of fabrics (companies who buy and re-sell, but do not manufacture fabrics).  We believe our principal upholstery fabric competitors are Richloom Fabrics, Merrimack Fabrics, Morgan Fabrics, and Specialty Textile, Inc. (or STI), plus a large number of smaller competitors (both manufacturers and converters).
 
The trend in the upholstery fabrics industry to greater overseas competition and the entry of more converters has caused the upholstery fabrics industry to become substantially more fragmented in recent years, with lower barriers to entry.  This has resulted in a larger number of competitors selling upholstery fabrics, with an increase in competition based on price.
 
 
We are subject to various federal and state laws and regulations, including the Occupational Safety and Health Act (“OSHA”) and federal and state environmental laws, as well as similar laws governing our manufacturing facilities in China and Canada.  We periodically review our compliance with these laws and regulations in an attempt to minimize the risk of violations.
 
Our operations involve a variety of materials and processes that are subject to environmental regulation.  Under current law, environmental liability can arise from previously owned properties, leased properties and properties owned by third parties, as well as from properties currently owned and leased by the company.  Environmental liabilities can also be asserted by adjacent landowners or other third parties in toxic tort litigation.
 
 
12

 
 
In addition, under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (“CERCLA”), and analogous state statutes, liability can be imposed for the disposal of waste at sites targeted for cleanup by federal and state regulatory authorities.  Liability under CERCLA is strict as well as joint and several.
 
The U.S. Congress is currently considering legislation to address climate change that is intended to reduce overall green house gas emissions, including carbon dioxide.  In addition, the U.S. Environmental Protection Agency has made a determination that green house gas emissions may be a threat to human health and the environment.  International agreements may also result in new regulations on green house gas emissions.  It is uncertain if, when, and in what form, a mandatory carbon dioxide emissions reduction program may be enacted either through legislation or regulation.  However, if enacted, this type of program could materially increase our operating costs, including costs of raw materials, transportation and electricity.  It is difficult to predict the extent to which any new rules or regulations would impact our business, but we would expect the effect on our operations to be similar to that for other manufacturers, particularly those in our industry.
 
We are periodically involved in environmental claims or litigation and requests for information from environmental regulators.  Each of these matters is carefully evaluated, and the company provides for environmental matters based on information presently available.  Based on this information, we do not believe that environmental matters will have a material adverse effect on either the company’s financial condition or results of operations.  However, there can be no assurance that the costs associated with environmental matters will not increase in the future.
 
See the discussion of a current environmental claim against the company below in Item 3 — “Legal Proceedings.”
 
 
As of April 29, 2012, we had 1,114 employees, compared to 1,149 at the end of fiscal 2011.  Overall, our total number of employees has remained fairly steady over the past five years, with increases in the mattress fabrics segment and decreases in the upholstery segment during that period.
 
The hourly employees at our manufacturing facility in Canada (approximately 14% of the company’s workforce) are represented by a local, unaffiliated union.  The collective bargaining agreement for these employees expires on February 1, 2014.  We are not aware of any efforts to organize any more of our employees, and we believe our relations with our employees are good.
 
 
13

 
 
The following table illustrates the changes in the location of our workforce and number of employees, as of year-end, over the past five fiscal years.
 
   
Number of Employees
 
                               
   
Fiscal
2012
   
Fiscal
2011
   
Fiscal
2010
   
Fiscal
2009
   
Fiscal
2008
 
Mattress Fabrics Segment
    492       466       439       420       373  
Upholstery Fabrics Segment
                                       
United States
    113       130       125       119       230  
China
    497       543       537       504       481  
Poland
    8       6       -       -       -  
Total Upholstery Fabrics Segment
    618       679       662       623       711  
Unallocated corporate
    4       4       4       4       3  
Total
    1,114       1,149       1,105       1,047       1,087  
 
 
Mattress Fabrics Segment
 
Major customers for our mattress fabrics include the leading bedding manufacturers:  Sealy, Serta (National Bedding), and Simmons.  The loss of one or more of these customers would have a material adverse effect on the company.  Our two largest customers in the mattress fabrics segment are (1) the parent company of Serta and Simmons (controlled by Ares Management, LLC and Ontario Teachers&apos), accounting for approximately 12% of the company’s overall sales in fiscal 2012, and (2) Sealy, Inc., accounting for approximately 10% of our overall sales last year.  The loss of either of these customers would have a material adverse effect on the company.  Our mattress fabrics customers also include many small and medium-size bedding manufacturers.
 
Upholstery Fabrics Segment
 
Our major customers for upholstery fabrics are leading manufacturers of upholstered furniture, including Ashley, Bassett, Best Home Furnishings, Flexsteel, Furniture Brands International (Broyhill and Lane), Klaussner Furniture, La-Z-Boy (La-Z-Boy Residential, Bauhaus, and England) Man Wah Furniture and Southern Motion.  Major customers for the company’s fabrics for commercial furniture include HON Industries.  Our largest customer in the upholstery fabrics segment is La-Z-Boy Incorporated, the loss of which would have a material adverse effect on the company.  Our sales to La-Z-Boy accounted for approximately 13% of the company’s total net sales in fiscal 2012.
 
 
14

 
 
The following table sets forth our net sales by geographic area by amount and percentage of total net sales for the three most recent fiscal years.
 
(dollars in thousands)
 
   
Fiscal 2012
   
Fiscal 2011
   
Fiscal 2010
United States
  $ 200,394       78.8 %   $ 168,212       77.5 %   $ 160,360       77.7 %
North America
    10,417       4.1       10,505       4.8       11,654       5.6  
(Excluding USA)
                                               
Far East and Asia
    38,279       15.0       36,587       17.0       31,856       15.4  
All other areas
    5,353       2.1       1,502       0.7       2,546       1.2  
Subtotal
(International)
    54,049       21.2       48,594       22.5       46,056       22.3  
Total
  $ 254,443       100.00 %   $ 216,806       100.0 %   $ 206,416       100.0 %

For additional segment information, see Note 18 in the consolidated financial statements.
 
 
Mattress Fabrics Segment
 
The backlog for mattress fabric is not a reliable predictor of future shipments because the majority of sales are on a just-in-time basis.
 
Upholstery Fabrics Segment
 
Although it is difficult to predict the amount of backlog that is “firm,” we have reported the portion of the upholstery fabric backlog from customers with confirmed shipping dates within five weeks of the end of the fiscal year.  On April 29, 2012 the portion of the upholstery fabric backlog with confirmed shipping dates prior to June 3, 2012 was $12.2 million, all of which are expected to be filled early during fiscal 2013, as compared to $8.0 million as of the end of fiscal 2011 (for confirmed shipping dates prior to June 5, 2011).
 
 
 
Our business is subject to risks and uncertainties. In addition to the matters described above under “Cautionary Statement Concerning Forward-Looking Information,” set forth below are some of the risks and uncertainties that could cause a material adverse change in our results of operations or financial condition.
 
Continued economic weakness could negatively affect our sales and earnings.
 
Overall demand for our products depends upon consumer demand for furniture and bedding, which is subject to variations in the general economy. Because purchases of furniture or bedding are discretionary purchases for most individuals and businesses, demand for these products is sometimes more easily influenced by economic trends than demand for other products. Economic downturns can affect consumer spending habits and demand for home furnishings, which reduces the demand for our products and therefore can cause a decrease in our sales and earnings. Continuing weak economic conditions have caused a decrease in consumer spending and demand for home furnishings, including goods that incorporate our products.  If these conditions persist, our business will be negatively affected.
 
 
15

 
 
It has been difficult to maintain and increase sales levels in the upholstery fabrics segment.
 
Although sales have stabilized in recent years for our upholstery fabrics segment, we experienced declines in sales for this business for many years prior to the last three fiscal years. Increased competition and fragmentation of the upholstery fabrics business, including a dramatic shift to imported fabrics and resulting price deflation for upholstery fabrics, have led to a significant reduction in the size of our upholstery business. Opportunities for growth and profitability gains for this segment are encouraging, but there is no assurance that we will be able to maintain or consistently grow this business in the future.
 
Increased reliance on offshore operations and foreign sources of products or raw materials increases the likelihood of disruptions to our supply chain or our ability to deliver products to our customers on a timely basis.
 
We now rely significantly on operations in distant locations, particularly China, and in addition we have been purchasing an increasing share of our products and raw materials from offshore sources. At the same time, our domestic manufacturing capacity for the upholstery fabrics segment has been greatly reduced. These changes have caused us to place greater reliance on a much longer supply chain and on a larger number of suppliers that we do not control, both of which are inherently subject to greater risks of delay or disruption. In addition, operations and sourcing in foreign areas are subject to the risk of changing local governmental rules, taxes, changes in import rules or customs, potential political unrest, or other threats that could disrupt or increase the costs of operating in foreign areas or sourcing products overseas. Changes in the value of the U.S. dollar versus other currencies can affect our financial results because a significant portion of our operations are located outside the United States. Strengthening of the U.S. dollar against other currencies can have a negative impact on our sales of products produced in those countries. Any of the risks associated with foreign operations and sources could cause unanticipated increases in operating costs or disruptions in business, which could negatively impact our ultimate financial results.
 
We may have difficulty managing the outsourcing arrangements increasingly being used for products and services.
 
We rely on outside sources for various products and services, including yarn and other raw materials, greige (unfinished) fabrics, finished fabrics, and services such as weaving and finishing. Increased reliance on outsourcing lowers our capital investment and fixed costs, but it decreases the amount of control that we have over certain elements of our production capacity. Interruptions in our ability to obtain raw materials or other required products or services from our outside suppliers on a timely and cost effective basis, especially if alternative suppliers cannot be immediately obtained, could disrupt our production and damage our financial results.
 
Further write-offs or write-downs of assets would result in a decrease in our earnings and shareholders’ equity.
 
The company has long-lived assets, consisting mainly of property, plant and equipment and goodwill. ASC Topic 360 establishes an impairment accounting model for long-lived assets such as property, plant, and equipment and requires the company to assess for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recovered. ASC Topic 350 requires that goodwill be tested at least annually for impairment or whenever events or changes in circumstances indicate that the carrying value of the asset may not be recovered. Restructuring activities and other tests for impairment have resulted and could in the future result in the write-down of a portion of our long-lived assets and a corresponding reduction in earnings and net worth. Although no significant write-downs were experienced in the past three fiscal years, there is no assurance that future write-downs of fixed assets or goodwill will not occur if business conditions deteriorate.
 
 
16

 
 
Changes in the price, availability and quality of raw materials could increase our costs or cause production delays and sales interruptions, which would result in decreased earnings.
 
We depend upon outside suppliers for most of our raw material needs, and increasingly we rely upon outside suppliers for component materials such as yarn and unfinished fabrics, as well as for certain services such as finishing and weaving. Fluctuations in the price, availability and quality of these goods and services could have a negative effect on our production costs and ability to meet the demands of our customers, which would affect our ability to generate sales and earnings. In many cases, we are not able to pass through increased costs of raw materials or increased production costs to our customers through price increases. In particular, many of our basic raw materials are petrochemical products or are produced from such products. For this reason, our material costs are especially sensitive to changes in prices for petrochemicals and the underlying price of oil. Increases in prices for oil, petrochemical products or other raw materials and services provided by outside suppliers could significantly increase our costs and negatively affect earnings.  Increases in market prices for certain fibers and yarns had a material adverse impact on our profit margins during fiscal 2011 and 2012.  Although some of our raw material costs have recently begun to stabilize, higher raw material prices can have a negative effect on our profits in the future.
 
Increases in energy costs would increase our operating costs and could adversely affect earnings.
 
Higher prices for electricity, natural gas and fuel increase our production and shipping costs. A significant shortage, increased prices, or interruptions in the availability of these energy sources would increase the costs of producing and delivering products to our customers, and would be likely to adversely affect our earnings. In many cases, we are not able to pass along the full extent of increases in our production costs to customers through price increases.  Energy costs have varied significantly during recent fiscal years, and remain a volatile element of our costs. Further increases in energy costs could have a negative effect on our earnings.
 
Business difficulties or failures of large customers could result in a decrease in our sales and earnings.
 
We currently have several customers that account for a substantial portion of our sales. In the mattress fabrics segment, several large bedding manufacturers have large market shares and comprise a significant portion of our mattress fabric sales, with the parent company of Serta (National Bedding) and Simmons accounting for approximately 12% of consolidated net sales, and Sealy, Inc. accounting for approximately 10% of net sales, in fiscal 2012. In the upholstery fabrics segment, La-Z-Boy Incorporated accounted for approximately 13% of consolidated net sales during fiscal 2012, and several other large furniture manufacturers comprised a significant portion of sales. A business failure or other significant financial difficulty by one or more of our major customers could cause a significant loss in sales, an adverse effect on our earnings, and difficulty in collection of our trade accounts receivable.
 
Loss of market share due to competition would result in declines in sales and could result in losses or decreases in earnings.
 
Our business is highly competitive, and in particular the upholstery fabric industry is fragmented and is experiencing an increase in the number of competitors. As a result, we face significant competition from a large number of competitors, both foreign and domestic. We compete with many other manufacturers of fabric, as well as converters who source fabrics from various producers and market them to manufacturers of furniture and bedding. In many cases, these fabrics are sourced from foreign suppliers who have a lower cost structure than the company. The highly competitive nature of our business means we are constantly subject to the risk of losing market share. Our sales of upholstery fabrics have decreased significantly over the past ten fiscal years due in part to the increased number of competitors in the marketplace, especially foreign sources of fabric. As a result of increased competition, there have been deflationary pressures on the prices for many of our products, which make it more difficult to pass along increased operating costs such as raw materials, energy or labor in the form of price increases and puts downward pressure on our profit margins. Also, the large number of competitors and wide range of product offerings in our business can make it more difficult to differentiate our products through design, styling, finish and other techniques.
 
 
17

 
 
If we fail to anticipate and respond to changes in consumer tastes and fashion trends, our sales and earnings may decline.
 
Demand for various types of upholstery fabrics and mattress coverings changes over time due to fashion trends and changing consumer tastes for furniture and bedding. Our success in marketing our fabrics depends upon our ability to anticipate and respond in a timely manner to fashion trends in home furnishings. If we fail to identify and respond to these changes, our sales of these products may decline. In addition, incorrect projections about the demand for certain products could cause the accumulation of excess raw material or finished goods inventory, which could lead to inventory mark-downs and further decreases in earnings.
 
We are subject to litigation and environmental regulations that could adversely impact our sales and earnings.
 
We are, and in the future may be, a party to legal proceedings and claims, including environmental matters, product liability and employment disputes, some of which claim significant damages. We face the continual business risk of exposure to claims that our business operations have caused personal injury or property damage. We maintain insurance against product liability claims and in some cases have indemnification agreements with regard to environmental claims, but there can be no assurance that these arrangements will continue to be available on acceptable terms or that such arrangements will be adequate for liabilities actually incurred. Given the inherent uncertainty of litigation, there can be no assurance that claims against the company will not have a material adverse impact on our earnings or financial condition. We are also subject to various laws and regulations in our business, including those relating to environmental protection and the discharge of materials into the environment. We could incur substantial costs as a result of noncompliance with or liability for cleanup or other costs or damages under environmental laws or other regulations.
 
We must comply with a number of governmental regulations applicable to our business, and changes in those regulations could adversely affect our business.
 
Our products and raw materials are and will continue to be subject to regulation in the United States by various federal, state and local regulatory authorities. In addition, other governments and agencies in other jurisdictions regulate the manufacture, sale and distribution of our products and raw materials. For example, standards for flame resistance of fabrics have been recently adopted on a nationwide basis. Also, rules and restrictions regarding the importation of fabrics and other materials, including custom duties, quotas and other regulations, are continually changing. Environmental laws, labor laws, tax regulations and other regulations continually affect our business. All of these rules and regulations can and do change from time to time, which can increase our costs or require us to make changes in our manufacturing processes, product mix, sources of products and raw materials, or distribution. Changes in the rules and regulations applicable to our business may negatively impact our sales and earnings.
 
 
18

 
 
 
None.
 
 
Our headquarters are located in High Point, North Carolina.  As of the end of fiscal 2012, we owned or leased twelve active manufacturing and distribution facilities and our corporate headquarters. The following is a list of our principal administrative, manufacturing and distribution facilities.  The manufacturing facilities and distribution centers are organized by segment.
 
   
Approx.
   
   
Total Area
 
Expiration
Location
Principal Use
(Sq. Ft.)
 
of Lease (1)
         
●    Administrative:
       
High Point, North Carolina
Upholstery fabric division
29,812
 
2025
 
offices and corporate
     
 
headquarters
     
●    Mattress Fabrics:
       
Stokesdale, North Carolina
Manufacturing, distribution,
230,000
 
Owned
 
and division offices
     
Stokesdale, North Carolina (2)
Warehouse
30,800
 
-
High Point, North Carolina (2)
Manufacturing
63,522
 
-
High Point, North Carolina
Warehouse and offices
65,886
 
2014
St. Jerome, Quebec, Canada
Manufacturing
202,500
 
Owned
         
●    Upholstery Fabrics:
       
Anderson, South Carolina
Manufacturing
99,000
 
Owned
Burlington, North Carolina
Finished goods distribution
67,330
 
2012
Shanghai, China
Manufacturing and offices
69,000
 
2013
Shanghai, China
Manufacturing and warehousing
90,000
 
2015
Shanghai, China
Manufacturing and warehousing
101,632
 
2013
Shanghai, China
Warehouse
12,917
 
2013
Poznan, Poland
Finished goods distribution
26,160
 
2015
____________________________________________________
(1)
Includes all options to renew.
(2)
This lease agreement is currently on a month to month basis.
 
We believe that our facilities are in good condition, well-maintained and suitable and adequate for present utilization.  In the upholstery fabrics segment, we have the ability to source upholstery fabric from outside suppliers to meet current and expected demand trends and further increase our output of finished goods. This ability to source upholstery fabric is part of our long-term strategy to have a low-cost platform that is scalable, but not capital intensive.  In the mattress fabrics segment, management has estimated that it is currently performing at near capacity. In response, we had capital expenditures of $17.2 million in fiscal 2012, 2011 and 2010 for modernizing and expanding our woven and knit capacities. Also, we have the ability to source additional mattress fabric from outside suppliers to further increase our ultimate output of finished goods.
 
 
19

 

 
A lawsuit was filed against us and other defendants (Chromatex, Inc., Rossville Industries, Inc., Rossville Companies, Inc. and Rossville Investments, Inc.) on February 5, 2008 in United States District Court for the Middle District of Pennsylvania. The plaintiffs are Alan Shulman, Stanley Siegel, Ruth Cherenson as Personal Representative of Estate of Alan Cherenson, and Adrienne Rolla and M.F. Rolla as Executors of the Estate of Joseph Byrnes. The plaintiffs were partners in a general partnership that formerly owned a manufacturing plant in West Hazleton, Pennsylvania (the “Site”). Approximately two years after this general partnership sold the Site to defendants Chromatex, Inc. and Rossville Industries, Inc., we leased and operated the Site as part of our Rossville/Chromatex division. The lawsuit involves court judgments that have been entered against the plaintiffs and against defendant Chromatex, Inc. requiring them to pay costs incurred by the United States Environmental Protection Agency (“USEPA”) responding to environmental contamination at the Site, in amounts approximating  $8.6 million, plus unspecified future environmental costs. We understand that the USEPA’s costs now exceed $13 million, but are not expected to increase significantly in the future. Neither USEPA nor any other governmental authority has asserted any claim against us on account of these matters. The plaintiffs seek contribution from us and other defendants and a declaration that the company and the other defendants are responsible for environmental response costs under environmental laws and certain agreements. The plaintiffs also assert that we tortiously interfered with contracts between them and other defendants in the case and diverted assets to prevent the plaintiffs from being paid monies owed to them. We do not believe we have any liability for the matters described in this litigation and intend to defend ourselves vigorously. In addition, we have an indemnification agreement with certain other defendants in the litigation pursuant to which the other defendants agreed to indemnify us for any damages we incur as a result of the environmental matters that are the subject of this litigation, although it is unclear whether the indemnitors have significant assets at this time. Since the loss is not probable and cannot be estimated, no reserve has been recorded.
 



 
Not applicable.
 
 
20

 
 
 
 
Registrar and Transfer Agent
 
Computershare Trust Company, N.A.
c/o Computershare Investor Services
Post Office Box 43078
Providence, Rhode Island 02940-3078
(800) 254-5196
(781) 575-2879 (Foreign shareholders)
www.computershare.com/investor
 
Stock Listing
 
Culp, Inc. common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol CFI.  As of April 29, 2012, Culp, Inc. had approximately 1,775 shareholders based on the number of holders of record and an estimate of individual participants represented by security position listings.
 
Analyst Coverage
 
These analysts cover Culp, Inc.:
 
Raymond, James & Associates - Budd Bugatch, CFA
 
Value Line – Craig Sirois
 
Sidoti & Company, LLC – Steve Shaw

Dividends and Share Repurchases; Sales of Unregistered Securities

Share Repurchases


ISSUER PURCHASES OF EQUITY SECURITIES

Period
(a)

 
 
Total Number
of Shares
Purchased
(b)
 
 
 
 
Average Price
Paid per Share
(c)
 
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs
(d)

Approximate Dollar
Value of Shares that
May Yet Be Purchased
Under the Plans or
Programs (1)  (2)
January 30, 2012 to
March 4, 2012
-
$ -
-
      $1,617,983
March 5, 2012 to
April 1, 2012
-
$ -
-
      $1,617,983
April 2, 2012 to
April 29, 2012
-
$ -
-
      $1,617,983
Total
-
$ -
-
      $1,617,983
 
 
21

 
 
 
(1)
On June 16, 2011, our board of directors authorized the expenditure of $5.0 million for the repurchase of our common stock. On August 29, 2011, our board of directors authorized the expenditure of an additional $2.0 million (a cumulative total of $7.0 million) for the repurchase of our common stock. The amounts determined in column (d) above are based on the cumulative authorized amount of $7.0 million as of August 29, 2011.

 
(2)
On June 13, 2012, we announced that our board of directors approved a new authorization for us to acquire up to $5.0 million of our common stock. This action replaces the authorization to acquire up to $7.0 million of our common stock noted in footnote 1 above.

Dividends

We did not pay any cash dividends during fiscal 2012, 2011, and 2010.

On June 13, 2012, we announced that our board of directors approved the payment of a quarterly cash dividend of $0.03 per share, to be paid on or about July 16, 2012, to shareholders of record as of the close of business on July 2, 2012. We anticipate paying a cash dividend each quarter, with expected payment dates in October, January, April, and July. Future dividend payments are subject to board approval and may be adjusted at the board’s discretion as business needs or market conditions change.

Sales of Unregistered Securties

There were no sales of unregistered securities during fiscal 2012, 2011, or 2010.
 
Performance Comparison

The following graph shows changes over the five fiscal years ending April 29, 2012 in the value of $100 invested in (1) the common stock of the company, (2) the Hemscott Textile Manufacturing Group Index (formerly named Core Data Textile Manufacturing Group Index) reported by Standard and Poor’s, consisting of twelve companies (including the company) in the textile industry, and (3) the Standard & Poor’s 500 Index.

The graph assumes an initial investment of $100 at the end of fiscal 2007 and the reinvestment of all dividends during the periods identified.
 
 
22

 

GRAPHIC
 
Market Information
 
See Item 6, Selected Financial Data, and Selected Quarterly Data in Item 8, for market information regarding the company’s common stock.
 
 
23

 
 

                                 
percent
 
   
fiscal
   
fiscal
   
fiscal
   
fiscal
   
fiscal
   
change
 
(amounts in thousands)
 
2012
   
2011
   
2010
   
2009
   
2008
      2012/2011  
INCOME (LOSS) STATEMENT DATA
                                     
net sales
  $ 254,443       216,806       206,416       203,938       254,046       17.4 %
cost of sales (5)
    214,711       179,966       167,639       179,286       220,887       19.3  
gross profit
    39,732       36,840       38,777       24,652       33,159       7.9  
selling, general, and administrative expenses (5)
    25,026       21,069       22,805       19,751       23,973       18.8  
restructuring expense (credit) (5)
    -       28       (370 )     9,471       886       (100.0 )
income (loss) from operations
    14,706       15,743       16,342       (4,570 )     8,300       (6.6 )
interest expense
    780       881       1,314       2,359       2,975       (11.5 )
interest income
    (508 )     (240 )     (116 )     (89 )     (254 )     111.7  
other expense
    236       40       828       43       736       490.0  
income (loss) before income taxes
    14,198       15,062       14,316       (6,883 )     4,843       (5.7 )
income taxes
    902       (1,102 )     1,128       31,959       (542 )  
N.M.
 
net income (loss)
  $ 13,296       16,164       13,188       (38,842 )     5,385       (17.7 )
depreciation (6)
  $ 4,865       4,372       4,010       6,712       5,548       11.3  
weighted average shares outstanding
    12,711       12,959       12,709       12,651       12,624       (1.9 )
weighted average shares outstanding, assuming dilution
    12,866       13,218       13,057       12,651       12,765       (2.7 )
PER SHARE DATA
                                               
net income (loss) per share - basic
  $ 1.05       1.25       1.04       (3.07 )     0.43       (16.1 )
net income (loss) per share - diluted
    1.03       1.22       1.01       (3.07 )     0.42       (15.5 )
                                                 
book value
  $ 7.00       6.06       4.83       3.76       6.83       15.5  
BALANCE SHEET DATA
                                               
operating working capital (4)
  $ 30,596       23,921       22,979       23,503       38,368       27.9 %
property, plant and equipment, net
    31,279       30,296       28,403       24,253       32,939       3.2  
total assets
    144,716       130,051       112,598       95,294       148,029       11.3  
capital expenditures
    5,919       6,302       7,397       3,160       6,928       (6.1 )
long-term debt, current maturities of long-term debt and line of credit (1)
    10,012       11,547       11,687       16,368       21,423       (13.3 )
shareholders' equity
    89,000       80,341       63,047       48,031       86,359       10.8  
capital employed (3)
    67,887       62,521       57,296       56,659       75,036       8.6  
RATIOS & OTHER DATA
                                               
gross profit margin
    15.6 %     17.0 %     18.8 %     12.1 %     13.1 %        
operating income (loss) margin
    5.8 %     7.3 %     7.9 %     (2.2 )%     3.3 %        
net income (loss) margin
    5.2 %     7.5 %     6.4 %     (19.0 )%     2.1 %        
effective income tax rate
    6.4 %     (7.3 )%     7.9 %     (464.3 )%     (11.2 )%        
debt to total capital employed ratio (1)
    14.7 %     18.5 %     20.4 %     28.9 %     28.6 %        
operating working capital turnover (4)
    8.9       8.8       9.0       6.4       5.8          
days sales in receivables
    36       34       35       32       37          
inventory turnover
    6.6       6.6       6.7       6.0       5.8          
STOCK DATA
                                               
stock price
                                               
high
  $ 11.81       14.10       16.98       7.91       12.30          
low
    7.05       6.56       3.50       1.30       6.12          
close
    11.05       10.08       11.94       4.40       7.53          
P/E ratio (2)
                                               
high
    11       12       17    
N.M.
      29          
low
    7       5       3    
N.M.
      15          
daily average trading volume (shares)
    30.6       58.0       80.1       19.2       38.3          
(1) 
Debt includes long-term and current maturities of long-term debt and line of credit.   
(2) 
P/E ratios based on trailing 12-month net income per share.
(3) 
Capital employed represents long-term and current maturities of long-term debt, lines of credit, current and noncurrent deferred income tax liabilities, current and long-term income taxes payable, stockholders' equity, offset by cash and cash equivalents, short-term investments, current and noncurrent deferred income tax assets, and income taxes receivable.
(4) 
Operating working capital for this calculation is accounts receivable and inventories, offset by accounts payable-trade and capital expenditures.
(5) 
The company incurred restructuring and related charges (credits) in fiscal  2008 through 2011.  See note 2 of the company's consolidated financial statements.
(6) 
Includes accelerated depreciation of $2.1 in fiscal 2009. No accelerated depreciation was recorded in fiscal 2012, 2011, 2010, and 2008.

 
24

 
 
 
The following analysis of the financial condition and results of operations should be read in conjunction with the consolidated financial statements and notes attached thereto.
 
General
 
Our fiscal year is the 52 or 53 week period ending on the Sunday closest to April 30.  Fiscal 2012, 2011 and 2010 each included 52 weeks. Our operations are classified into two business segments: mattress fabrics and upholstery fabrics.  The mattress fabrics segment manufactures, sources, and sells fabrics to bedding manufacturers.  The upholstery fabrics segment sources, manufacturers and sells fabrics primarily to residential and commercial (contract) furniture manufacturers.
 
We evaluate the operating performance of our segments based upon income from operations before restructuring and related charges (credits), certain unallocated corporate expenses, and other non-recurring items.  Cost of sales in both segments include costs to manufacture or source our products, including costs such as raw material and finished goods purchases, direct and indirect labor, overhead and incoming freight charges. Unallocated corporate expenses primarily represent compensation and benefits for certain executive officers and all costs related to being a public company.  Segment assets include assets used in the operation of each segment and primarily consist of accounts receivable, inventories, and property, plant and equipment. The mattress fabrics segment also includes in segment assets, assets held for sale, goodwill, and non-compete agreements associated with certain acquisitions. The upholstery fabrics segment also includes assets held for sale in segment assets.
 
Executive Summary
 
Net sales were $254.4 million in fiscal 2012, an increase of 17.4%, compared with $216.8 million for fiscal 2011.  Also, net sales were $75.7 million in the fourth quarter of fiscal 2012, an increase of 25.4%, compared with $60.4 million in the fourth quarter of fiscal 2011. The $75.7 million reported in the fourth quarter of fiscal 2012 is the highest quarterly net sales level in eight years. These results reflect improved industry demand and the benefits of our outstanding design capabilities and lean global manufacturing platform.
 
Income before income taxes was $14.2 million in fiscal 2012, a decrease of 5.7% compared with $15.1 million in fiscal 2011. Despite the increase in net sales, income before income taxes declined primarily because of significant increases in raw material costs in both business segments and higher selling, general, and administrative expenses (SG&A). To help partially offset the increased raw material costs, we implemented price increases in both business segments. While the increased raw material costs affected our operating margins for the full fiscal year for 2012, raw material prices stabilized in the fourth quarter of fiscal 2012.
 
SG&A was higher in fiscal 2012 compared to fiscal 2011 due to start-up expenses associated with our Culp Europe operations and an increase in incentive compensation accruals reflecting stronger financial results in relation to pre-established performance targets. SG&A as a percent of net sales was 9.8% and 9.7% in fiscal 2012 and 2011, respectively.
 
 
25

 
 
We reported net income of $13.3 million, or $1.03 per diluted share, in fiscal 2012 compared with net income of $16.2 million, or $1.22 per diluted share, in fiscal 2011. Net income for fiscal 2012 included income tax expense of $902,000 and net income for fiscal 2011 included an income tax benefit of $1.1 million. The income tax expense of $902,000 in fiscal 2012 includes an income tax benefit of $4.8 million for the reduction of our valuation allowance against our U.S. net deferred tax assets. The income tax benefit of $1.1 million in fiscal 2011 includes an income tax benefit of $6.4 million for the reduction of our valuations allowances against our U.S. and China net deferred tax assets.
 
At April 29, 2012, our cash and cash equivalents and short-term investments totaled $31.0 million compared with $30.9 million at May 1, 2011. Our cash and cash equivalents and short-term investments remained unchanged despite common stock repurchases of $5.4 million, capital expenditures of $5.9 million, long-term debt payments of $2.4 million, and working capital spending of $6.9 million to meet increasing business needs. Our cash and cash equivalents and short-term investments of $31.0 million exceeded our total debt (current maturities of long-term debt, long-term debt, and line of credit) of $10.0 million. Our next scheduled significant principal payment of $2.2 million is due August 2012.
 
During fiscal 2012, our board of directors authorized the expenditure of up to $7.0 million for the repurchase of shares of our common stock. Under the common stock repurchase program, shares may be purchased from time to time in open market transactions, block trades, and through plans established under the Securities Exchange Act Rule 10b5-1. The amount of shares purchased and the timing of such purchases is based on working capital requirements, market and general business conditions and other factors including alternative investment opportunities. Since the initial authorization of this program on June 16, 2011, we repurchased approximately 624,000 shares of our common stock at a cost of $5.4 million through April 29, 2012.
 
On June 13, 2012, we announced that our board of directors approved a new authorization to repurchase up to $5.0 million of our common stock. This action replaces the authorization to acquire up to $7.0 million of our common stock noted above.
 
On June 13, 2012, we announced that our board of directors approved the payment of a quarterly cash dividend of $0.03 per share to be paid on or about July 16, 2012, to shareholders of record as of the close of business on July 2, 2012. Our last dividend payment was over eleven years ago. We anticipate paying a cash dividend each quarter, with expected payment dates in October, January, April, and July. Future dividend payments are subject to board approval and may be adjusted at the board’s discretion as business needs or market conditions change.
 
 
26

 
 
Results of Operations
 
The following table sets forth certain items in our consolidated statements of net income as a percentage of net sales.
 

   
Fiscal
   
Fiscal
   
Fiscal
 
   
2012
   
2011
   
2010
 
Net sales
    100.0 %     100.0 %     100.0 %
Cost of sales
    84.4       83.0       81.2  
     Gross profit
    15.6       17.0       18.8  
Selling, general and administrative expenses
    9.8       9.7       11.0  
Restructuring expense (credit)
    0.0       0.0       (0.2 )
     Income from operations
    5.8       7.3       7.9  
Interest expense, net
    0.1       0.3       0.5  
Other expense
    0.1       0.0       0.4  
     Income before income taxes
    5.6       6.9       6.9  
Income taxes *
    6.4       (7.3 )     7.9  
     Net income
    5.2 %     7.5 %     6.4 %
 
* Calculated as a percentage of income before income taxes.

The tables on the following two pages set forth the company’s statements of operations by segment for the fiscal years ended April 29, 2012, May 1, 2011, and May 2, 2010.
 
 
27

 
 
CULP, INC.
STATEMENTS OF OPERATIONS BY SEGMENT
FOR THE TWELVE MONTHS ENDED APRIL 29, 2012 AND MAY 1, 2011
 
(Amounts in thousands)
 
   
TWELVE MONTHS ENDED (UNAUDITED)
 
                                           
   
Amounts
                 
Percent of Total Sales
   
April 29,
       
May 1,
       
% Over
     
April 29,
 
May 1,
Net Sales by Segment
 
2012
       
2011
       
(Under)
     
2012
 
2011
                                           
Mattress Fabrics
  $ 145,519           122,431           18.9   %         57.2   %     56.5   %
Upholstery Fabrics
    108,924           94,375           15.4   %         42.8   %     43.5   %
                                                     
     Net Sales
  $ 254,443           216,806           17.4   %         100.0   %     100.0   %
                                                     
                                                     
Gross Profit by Segment
                                     
Gross Profit Margin
                                                     
Mattress Fabrics
  $ 24,825           23,248           6.8   %         17.1   %     19.0   %
Upholstery Fabrics
    14,984           13,592           10.2   %         13.8   %     14.4   %
      Subtotal
    39,809           36,840           8.1   %         15.6   %     17.0   %
                                                     
Other non-recurring charges
    (77 ) (1)       -           100.0   %         (0.0 ) %     0.0   %
                                                     
     Gross Profit
    39,732           36,840           7.9   %         15.6   %     17.0   %
                                                     
                                                     
Selling, General and Administrative expenses  by Segment
                                     
Percent of Sales
                                                     
Mattress Fabrics
  $ 9,061           7,875           15.1   %         6.2   %     6.4   %
Upholstery Fabrics
    11,453           9,233           24.0   %         10.5   %     9.8   %
Unallocated Corporate expenses
    4,512           3,961           13.9   %         1.8   %     1.8   %
     Subtotal
    25,026           21,069           18.8   %         9.8   %     9.7   %
                                                     
                                                     
Operating Income (loss)  by Segment
                                     
Operating Income (Loss) Margin
                                                     
Mattress Fabrics
  $ 15,764           15,373           2.5   %         10.8   %     12.6   %
Upholstery Fabrics
    3,531           4,359           (19.0 ) %         3.2   %     4.6   %
Unallocated corporate expenses
    (4,512 )         (3,961 )         13.9   %         (1.8 ) %     (1.8 ) %
     Subtotal
    14,783           15,771           (6.3 ) %         5.8   %     7.3   %
                                                     
Other non-recurring charges
    (77 ) (1)       (28 ) (2)       175.0   %         (0.0 ) %     (0.0 ) %
                                                     
     Operating income
  $ 14,706           15,743           (6.6 ) %         5.8   %     7.3   %
                                                     
                                                     
Depreciation by Segment
                                                   
                                                     
Mattress Fabrics
  $ 4,275           3,820           11.9   %                    
Upholstery Fabrics
    590           552           6.9   %                    
     Subtotal
    4,865           4,372           11.3   %                    
 
Notes:

(1)
The $77 represents employee termination benefits associated with our Anderson, SC plant facility.

(2)
This $28 represents an impairment charge of $28 related to equipment associated with the upholstery fabrics segment that is classified as held for sale, a charge of $24 for lease termination and other exit costs, offset by a credit of $14  for employee termination benefits, and a credit of $10 for sales proceeds received on equipment with no carrying value.

 
28

 

CULP, INC.
STATEMENTS OF OPERATIONS BY SEGMENT
FOR THE TWELVE MONTHS ENDED MAY 1, 2011 AND MAY 2, 2010

(Amounts in thousands)
 
   
TWELVE MONTHS ENDED (UNAUDITED)
 
                                           
   
Amounts
                 
Percent of Total Sales
   
May 1,
       
May 2,
       
% Over
     
May 1,
 
May 2,
Net Sales by Segment
 
2011
       
2010
       
(Under)
     
2011
 
2010
                                           
Mattress Fabrics
  $ 122,431           114,848           6.6   %         56.5   %     55.6   %
Upholstery Fabrics
    94,375           91,568           3.1   %         43.5   %     44.4   %
                                                     
     Net Sales
  $ 216,806           206,416           5.0   %         100.0   %     100.0   %
                                                     
                                                     
Gross Profit by Segment
                                     
Gross Profit Margin
                                                     
Mattress Fabrics
  $ 23,248           23,652           (1.7 ) %         19.0   %     20.6   %
Upholstery Fabrics
    13,592           15,183           (10.5 ) %         14.4   %     16.6   %
     Subtotal
    36,840           38,835           (5.1 ) %         17.0   %     18.8   %
                                                     
Restructuring related charges
    -           (58 ) (2)       (100.0 ) %         0.0   %     (0.0 ) %
                                                     
     Gross Profit
  $ 36,840           38,777           (5.0 ) %         17.0   %     18.8   %
                                                     
                                                     
Selling, General and Administrative expenses  by Segment
                                     
Percent of Sales
                                                     
Mattress Fabrics
  $ 7,875           8,178           (3.7 ) %         6.4   %     7.1   %
Upholstery Fabrics
    9,233           9,227           0.1   %         9.8   %     10.1   %
Unallocated Corporate expenses
    3,961           5,400           (26.6 ) %         1.8   %     2.6   %
     Subtotal
  $ 21,069           22,805           (7.6 ) %         9.7   %     11.0   %
                                                     
                                                     
Operating Income (loss)  by Segment
                                     
Operating Income (Loss) Margin
                                                     
Mattress Fabrics
  $ 15,373           15,474           (0.7 ) %         12.6   %     13.5   %
Upholstery Fabrics
    4,359           5,956           (26.8 ) %         4.6   %     6.5   %
Unallocated corporate expenses
    (3,961 )         (5,400 )         (26.6 ) %         (1.8 ) %     (2.6 ) %
     Subtotal
    15,771           16,030           (1.6 ) %         7.3   %     7.8   %
                                                     
Restructuring and related (charges) credit
    (28 ) (1)       312   (3)    
N.M.
  (4)       (0.0 ) %     0.2   %
                                                     
     Operating income
  $ 15,743           16,342           (3.7 ) %         7.3   %     7.9   %
                                                     
                                                     
Depreciation by Segment
                                                   
                                                     
Mattress Fabrics
  $ 3,820           3,458           10.5   %                    
Upholstery Fabrics
    552           552   &