8-K
CULP INC (CULP)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) June 30, 2020
Culp, Inc.
(Exact Name of Registrant as Specified in its Charter)
| North Carolina | 1-12597 | 56-1001967 |
|---|---|---|
| (State or Other Jurisdiction | (Commission File Number) | (I.R.S. Employer |
| of Incorporation) | Identification No.) |
1823 Eastchester Drive
High Point, North Carolina 27265
(Address of Principal Executive Offices)
(Zip Code)
(336) 889-5161
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former name or address, if changed from last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of Exchange on which Registered |
|---|---|---|
| Common stock, par value $0.05 per share | CULP | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
This report and the exhibits attached hereto contain “forward-looking statements” within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995 (Section 27A of the Securities Act of 1933 and Section 21E of the Securities and Exchange Act of 1934). Such statements are inherently subject to risks and uncertainties that may cause actual events and results to differ materially from such statements. Further, forward looking statements are intended to speak only as of the date on which they are made, and we disclaim any duty to update such statements to reflect any changes in management’s expectations or any change in the assumptions or circumstances on which such statements are based, whether due to new information, future events, or otherwise. 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,” “anticipate,” “estimate,” “intend,” “plan,” “project,” and their derivatives, and include but are not limited to statements about expectations for our future operations, production levels, new product launches, sales, profit margins, profitability, operating income, capital expenditures, working capital levels, income taxes, SG&A or other expenses, pre-tax income, earnings, cash flow, and other performance or liquidity measures, as well as any statements regarding potential acquisitions, future economic or industry trends, public health epidemics, or future developments. There can be no assurance that the company will realize these expectations, meet its guidance, or that these beliefs will prove correct.
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 us adversely. The future performance of our business depends in part on our success in conducting and finalizing acquisition negotiations and integrating acquired businesses into our existing operations. Changes in consumer tastes or preferences toward products not produced by us could erode demand for our products. Changes in tariffs or trade policy, or 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 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. The impact of public health epidemics on employees, customers, suppliers, and the global economy, such as the global coronavirus pandemic currently affecting countries around the world, could also adversely affect our operations and financial performance. In addition, the impact of potential goodwill or intangible asset impairments could affect our financial results. Finally, increases in market prices for petrochemical products can significantly affect the prices we pay for raw materials, and in turn, increase our operating costs and decrease our profitability. Further information about these factors, as well as other factors that could affect our future operations or financial results and the matters discussed in forward-looking statements, is included in Item 1A “Risk Factors” in our Form 10-K filed with the Securities and Exchange Commission on July 12, 2019 for the fiscal year ended April 28, 2019, and our subsequent periodic reports filed with the Securities and Exchange Commission.
Item 1.01 – Entry into a Material Definitive Agreement
On June 30, 2020, Culp, Inc. (the “Company” or “we”) entered into a Seventh Amendment to Credit Agreement (“Seventh Amendment”), which amends the Credit Agreement between the Company and Wells Fargo Bank, National Association.
The terms of the Seventh Amendment include provisions that, among other things, (i) modify the method for calculating the Company’s debt to EBITDA covenant under the Credit Agreement solely during the temporary period beginning on the date of the Seventh Amendment and ending on the Rate Determination Date (as defined in the Credit Agreement) next following the end of the Company’s fiscal 2021 fourth quarter (such temporary
period, the “Modification Period,”), and (ii) amend the pricing matrix used to determine the interest rate payable on loans made under the Credit Agreement solely during the Modification Period.
Specifically, the Seventh Amendment provides that during the Modification Period, the Company’s ratio of debt to EBITDA shall be determined by excluding the fourth quarter of fiscal 2020 from the calculation thereof, such that the ratio shall be determined using the four most recent quarterly periods other than (i.e., excluding) the fourth quarter of fiscal 2020, rather than calculating on a rolling 4-quarter basis. It further provides that during the Modification Period, the Applicable Margin (as defined in the Credit Agreement) set forth in the pricing matrix is increased to 1.60% for price level I, 2.05% for price level II, 2.50% for price level III, and 3.00% for price level IV.
Additionally, the Seventh Amendment (i) changes the capital expenditure covenant by reducing permitted annual capital expenditures to $10 million during the fiscal 2021 year (with an increase back to $15 million during any fiscal year thereafter), (ii) changes the liens and other indebtedness covenant to reduce the permitted amount of allowable liens and other indebtedness to 5% of consolidated net worth, and (iii) adds a new covenant that prohibits the Company, solely during the Modification Period, from paying dividends or repurchasing stock in excess of $10 million in the aggregate during the Modification Period.
Item 2.02 – Results of Operations and Financial Condition
The information set forth in this Item 2.02 of this Current Report, and in Exhibits 99(a) and 99(b), is intended to be “furnished” under Item 2.02 of Form 8-K. Such information shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
On July 1, 2020, we issued a news release to announce our financial results for our fourth quarter and year ended May 3, 2020. The news release is attached hereto as Exhibit 99(a).
Also, on July 1, 2020, we released a Financial Information Release containing additional financial information and disclosures about our fourth quarter and year ended May 3, 2020. The Financial Information Release is attached hereto as Exhibit 99(b).
The news release and Financial Information Release contain adjusted income statement information, a non-GAAP performance measure that reconciles reported and projected income statement information with adjusted results, which exclude restructuring and related charges and credits, other non-recurring charges or credits associated with our business, and asset impairment charges. The company has included this adjusted information in order to show operational performance excluding the effects of asset impairment charges and charges and credits which are not expected to occur on a regular basis. Details of these calculations and a reconciliation to information from our GAAP financial statements are set forth in the news release and Financial Information Release. Management believes this presentation aids in the comparison of financial results among comparable financial periods. In addition, this information is used by management to make operational decisions about the company’s business and is used by the company as a financial goal for purposes of determining management incentive compensation. We note, however, that this adjusted income statement information should not be viewed in isolation or as a substitute for income calculated in accordance with GAAP, as asset impairment charges and restructuring and related charges and credits, as well as other non-recurring items, do have an effect on our financial performance.
The news release and Financial Information Release contain disclosures about free cash flow, a non-GAAP liquidity measure that we define as net cash provided by operating activities, less cash capital expenditures, plus any proceeds from sales of property, plant, and equipment, plus proceeds from long-term note receivable associated with discontinued operations, less investment in unconsolidated joint venture, plus payments from life insurance policy, less payments on vendor-financed capital expenditures, plus proceeds from the sale of long-term investments associated with our Rabbi Trust, less the purchase of long-term investments associated with our Rabbi Trust, and plus or minus the effects of exchange rate changes on cash and cash equivalents. Details of these calculations and a reconciliation to information from our GAAP financial statements are set forth in the news release and Financial Information Release. Management believes the disclosure of free cash flow provides useful
information to investors because it measures our available cash flow for potential debt repayment, stock repurchases, dividends, and additions to cash and cash equivalents. We note, however, that not all of the company’s free cash flow is available for discretionary spending, as we may have mandatory debt payments and other cash requirements that must be deducted from our cash available for future use. In operating our business, management uses free cash flow to make decisions about what commitments of cash to make for operations, such as capital expenditures (and financing arrangements for these expenditures), purchases of inventory or supplies, SG&A expenditure levels, compensation, and other commitments of cash, while still allowing for adequate cash to meet known future commitments for cash, such as debt repayment, and also for making decisions about dividend payments and share repurchases. For forward-looking non-GAAP information, the comparable GAAP and reconciling information is not available without unreasonable efforts, and its significance is similar to the significance of the historical information.
The Financial Information Release contains disclosures about our Adjusted EBITDA, which is a non-GAAP performance measure that reflects net (loss) income excluding loss before income taxes from discontinued operations, income tax expense from continuing operations, and net interest income, as well as depreciation expense from continuing operations, amortization expense, and stock-based compensation expense. This measure also excludes asset impairment charges from continuing operations, restructuring and related charges and credits, as well as other non-recurring charges and credits associated with our business. Details of these calculations and a reconciliation to information from our GAAP financial statements are set forth in the Financial Information Release. We believe presentation of Adjusted EBITDA is useful to investors because earnings before interest income and expense, income taxes, depreciation and amortization, and similar performance measures that exclude certain charges from earnings, are often used by investors and financial analysts in evaluating and comparing companies in our industry. We note, however, that such measures are not defined uniformly by various companies, with differing expenses being excluded from net income to calculate these performance measures. For this reason, Adjusted EBITDA should not be viewed in isolation by investors and should not be used as a substitute for net income calculated in accordance with GAAP, nor should it be used for direct comparisons with similarly titled performance measures reported by other companies. Use of Adjusted EBITDA as an analytical tool has limitations in that this measure does not reflect all expenses that are necessary to fund and operate our business, including funds required to pay taxes, service our debt, and fund capital expenditures, among others. Management uses Adjusted EBITDA to help it analyze the company’s earnings and operating performance, by excluding the effects of expenses that depend upon capital structure and debt level, tax provisions, and non-cash items such as depreciation, amortization and stock-based compensation expense that do not require immediate uses of cash.
Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On July 1, 2020, the base salary of the Company’s Corporate Controller, Assistant Treasurer and Assistant Secretary (a named executive officer of the Company), which was previously reduced temporarily by 10% on April 1, 2020, in response to the impacts of the COVID-19 pandemic on the Company’s business, was restored to its pre-reduction rate.
Item 9.01 (d) - Exhibits
99(a) News Release dated July 1, 2020
99(b) Financial Information Release dated July 1, 2020
EXHIBIT INDEX
| Exhibit Number | Exhibit |
|---|---|
| 99(a) | News Release dated July 1, 2020 |
| 99(b) | Financial Information Release dated July 1, 2020 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| CULP, INC.<br><br><br>(Registrant) | |
|---|---|
| By: | /s/ Kenneth R. Bowling |
| Chief Financial Officer | |
| (principal financial officer) | |
| By: | /s/ Thomas B. Gallagher, Jr. |
| Corporate Controller | |
| (principal accounting officer) |
Dated: July 1, 2020
6
culp-ex99a_6.htm
Exhibit 99(a)
| Investor Contact: | Kenneth R. Bowling | Media Contact: | Teresa A. Huffman |
|---|---|---|---|
| Chief Financial Officer | Senior Vice President, Human Resources | ||
| 336-881-5630 | 336-889-5161 |
CULP ANNOUNCES RESULTS FOR FOURTH QUARTER AND FISCAL 2020,
PROVIDES CURRENT BUSINESS IMPROVEMENT AND LIQUIDITY UPDATE, ANNOUNCES QUARTERLY DIVIDEND
HIGH POINT, N.C. (July 1, 2020) ─ Culp, Inc. (NYSE: CULP) today reported financial and operating results for the fourth quarter and fiscal year ended May 3, 2020, which were severely affected by the coronavirus (“COVID-19”) pandemic and included non-cash asset impairment charges in connection with the related business disruption. Also, in support of a comprehensive liquidity focus, Culp sold its majority interest in eLuxury, LLC (“eLuxury”) on March 31, 2020, resulting in the elimination of the company’s home accessories segment. Accordingly, the financial results for this segment are excluded from the reported financial performance of the company’s continuing operations for the fourth quarter and fiscal 2020 year (and for all prior periods of comparison) and presented as a discontinued operation in the company’s consolidated financial statements.
Commenting on the results, Iv Culp, chief executive officer of Culp, Inc., said, “The broad economic disruption caused by the COVID-19 pandemic significantly affected our performance for the fourth quarter and fiscal 2020. As the fourth quarter began, we were executing well on our strategic initiatives and generating momentum in our businesses. However, the impact of the COVID-19 pandemic began to materialize in the second half of March as retail stores across the country closed and many of our customers shut down or limited their operations for several weeks. Despite the challenging conditions, all of our employees around the world have done an outstanding job servicing our customers and supporting essential services throughout this pandemic. I am extremely proud of their hard work and dedication, especially in their efforts to work cross-functionally across divisions to meet critical needs and ensure we are well positioned as the economy continues to recover. The measures we have taken in recent weeks, combined with our team’s agility, innovation, and resilience, give me confidence in our ability to navigate the environment we are facing, to increase our market share, and to emerge stronger as business conditions improve, which we are already experiencing. We cannot thank our 1,400-plus Culp associates enough for their courage and effort during this time.
“As we continue to navigate our way through these uncertain times, the health and safety of our employees, customers, suppliers, and the communities we serve remain our top priority. We entered this period with a sound balance sheet and acted swiftly and decisively to adjust our plans and enhance our cash position, including the strategic sale of our ownership interest in eLuxury. Simultaneously, we have continued to execute our product-driven strategy and focused on innovation and design creativity in both of our business segments, despite the challenging conditions. As a result of the measures we have taken, we ended the fourth quarter with a net cash position that was stronger than the end of the third quarter, even with limited operations.
“Although the ongoing impact and duration of this economic and health crisis remains unknown, our business has improved materially since the end of fiscal 2020, and we are encouraged by positive sales trends and reports of consumer spending in the home furnishings sector. Our mattress fabrics segment and our upholstery fabrics segment have both seen better-than-expected increases in orders, shipments, and output for the first eight weeks of fiscal 2021. We are also pleased that the strategic sale of eLuxury has allowed us to focus on our core businesses in this unprecedented environment. Importantly, we are maintaining a strong working relationship with eLuxury going forward through supply and royalty arrangements that are designed to preserve an additional sales channel for the company’s core products.
CULP Announces Results for Fourth Quarter and Fiscal 2020
Page 2
July 1, 2020
“It is likely that the COVID-19 pandemic will continue to have an impact on our business through at least the first half of fiscal 2021. Barring additional shutdowns as a result of the virus, we believe business will continue its solid return through the first and second quarters of fiscal 2021, and we will benefit from pent-up demand and increased consumer attention to the home environment and overall comfort. Our cash position is strong, and as a result of these factors, we recently repaid all outstanding borrowings we had previously drawn down under our credit facilities during the fourth quarter. We are also pleased to announce that our Board of Directors declared a quarterly cash dividend of 10.5 cents per share, payable in July.
“With the strength of the company’s balance sheet, we are confident in our ability to weather the ongoing disruption over the near-term and emerge from this crisis in a preferred position. We are excited about the significant improvement we expect for the first quarter of fiscal 2021 as we continue to execute our product-driven strategy and demonstrate the resilience and strategic advantage of our global platform and stable supply chain,” added Culp.
COVID-19 Business Response
The company continues to closely monitor the impact of the COVID-19 pandemic and take action to safeguard the health of its employees, serve its customers, and manage its liquidity. During the fourth quarter, the company quickly implemented several measures to preserve balance sheet strength and reduce costs, including:
| ▪ | Selling its majority ownership interest in eLuxury to increase liquidity and focus on its core business segments; |
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| ▪ | Repurposing some of its operations to manufacture critical products for healthcare and other essential industries; |
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| ▪ | Proactively drawing down a total of $31 million under the company’s domestic and China credit facilities as a precautionary measure (this debt has now been repaid in full based on improving business conditions, as described above); |
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| ▪ | Reducing operating costs by implementing temporary salary reductions, making workforce adjustments to align with demand, suspending merit pay increases, and eliminating cash compensation paid to its Board of Directors; |
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| ▪ | Postponing non-essential capital expenditures and aggressively reducing expenses and discretionary spending; and |
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| ▪ | Working with the company’s vendors and landlords to negotiate temporary terms. |
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Together, these actions helped mitigate the financial impact of lower industry demand and shutdowns as a result of COVID-19.
Fiscal 2020 Full Year Financial Summary
| ▪ | The company’s financial position as of the end of fiscal 2020 reflected total cash and investments of $77.1 million and outstanding borrowings totaling $38.4 million, for a net cash position of $38.7 million. (See summary of cash and investments table on page 8). This compares with total cash and investments of $34.8 million and outstanding borrowings totaling $925,000, for a net cash position of $33.9 million, as of the end of the third quarter of fiscal 2020. |
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| ▪ | Net sales were $256.2 million, down 8.9 percent compared with the prior year, with mattress fabric sales down 9.8 percent and upholstery fabric sales down 8.0 percent. |
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| ▪ | Pre-tax loss from continuing operations (GAAP) for fiscal 2020 was $(7.7) million, compared with pre-tax income from continuing operations of $12.7 million for fiscal 2019. |
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| ▪ | Adjusted pre-tax income from continuing operations (non-GAAP) for fiscal 2020 was $6.0 million, excluding non-cash asset impairment charges of $13.7 million associated with goodwill and certain intangible assets, of which $11.5 million related to the mattress fabrics segment and $2.2 million related to the upholstery fabrics segment. Adjusted pre-tax income from continuing operations (non-GAAP) for the prior year was $15.5 million, excluding restructuring and related charges and credits and other non-recurring charges resulting in a net charge of approximately $2.7 million. (See reconciliation table on page 11). |
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CULP Announces Results for Fourth Quarter and Fiscal 2020
Page 3
July 1, 2020
| ▪ | Net loss for fiscal 2020 was $(28.7) million, or $(2.32) per diluted share (which includes the $13.7 million in non-cash asset impairment charges described above as well as a net loss from a discontinued operation of $(17.5) million associated with eLuxury), compared with net income of $5.5 million, or $0.43 per diluted share, in fiscal 2019 (which includes the $2.7 million charge resulting from the restructuring and related charges and credits described above and a net loss from a discontinued operation of $(0.6) million associated with eLuxury). |
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| ▪ | The company paid $5.1 million in dividends and $1.7 million in share repurchases (142,496 shares) during fiscal 2020. In March 2020, the company’s Board of Directors approved an increase in the company’s share repurchase authorization back up to a total of $5.0 million. As previously disclosed, the company has suspended its share repurchases given the economic uncertainty related to COVID-19. |
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Fiscal 2020 Fourth Quarter Financial Summary
| ▪ | Net sales were $47.4 million, down 29.3 percent over the prior-year period, with mattress fabric sales down 38.5 percent and upholstery fabric sales down 17.3 percent compared with the fourth quarter of last year. |
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| ▪ | Pre-tax loss from continuing operations (GAAP) for the fourth quarter of fiscal 2020 was $(18.4) million, compared with pre-tax income from continuing operations of $2.0 million for the prior-year period. |
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| ▪ | Adjusted pre-tax loss from continuing operations (non-GAAP) for the fourth quarter of fiscal 2020 was $(4.7) million, excluding $13.7 million in non-cash asset impairment charges associated with goodwill and certain intangible assets as described below. Adjusted pre-tax income from continuing operations (non-GAAP) for the prior-year period was $2.5 million, excluding a non-recurring charge of $500,000. (See reconciliation table on page 10). |
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| ▪ | Net loss for the fourth quarter of fiscal 2020 was $(27.8) million, or $(2.26) per diluted share (which includes the $13.7 million in non-cash asset impairment charges described above as well as a net loss from a discontinued operation of $(8.7) million associated with eLuxury), compared with a net loss of $(1.5) million, or $(0.12) per diluted share, for the fourth quarter of fiscal 2019 (which includes the non-recurring charge noted above and a net loss from a discontinued operation of $(0.4) million associated with eLuxury). |
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| ▪ | In connection with the company’s annual impairment assessment of its goodwill and certain other intangible assets, the company determined impairment indicators existed as a result of the material impact on the company’s financial performance and the significant decline in its stock price and market capitalization arising from the COVID-19 outbreak. This resulted in a $13.7 million non-cash asset impairment charge during the fourth quarter, of which $11.5 million related to the mattress fabrics segment and $2.2 million related to the upholstery fabrics segment. |
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| ▪ | As previously disclosed, the company sold its majority ownership interest in eLuxury during the fourth quarter of fiscal 2020, resulting in the elimination of the home accessories segment. As a result, this segment was presented as a discontinued operation and reported a pre-tax loss of $(8.7) million for the fourth quarter and $(17.6) million for the fiscal 2020 year. |
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| ▪ | The company paid $1.0 million in share repurchases (86,746 shares) during the fourth quarter of fiscal 2020. |
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Fiscal 2021 First Quarter Business and Liquidity Update
| ▪ | The company is seeing improved business conditions and a better-than-expected increase in demand as customers and retail stores have started to re-open. For the first eight weeks of fiscal 2021, there has been a significant improvement in orders and shipments for both the mattress fabrics and upholstery fabrics segment, as compared to March and April 2020. |
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| ▪ | Effective as of June 22, 2020, the company is once again debt-free after repaying the borrowings previously outstanding as of the end of the fiscal 2020 fourth quarter. The company’s current financial position through the first eight weeks of fiscal 2021 reflects an improved total net cash position as compared to the end of the fourth quarter of fiscal 2020. |
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CULP Announces Results for Fourth Quarter and Fiscal 2020
Page 4
July 1, 2020
| ▪ | The company announced today that on June 30, 2020, it amended its existing credit agreement to increase flexibility regarding its financial maintenance covenants due to the impact of the COVID-19 pandemic. |
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| ▪ | The company also announced its regular quarterly cash dividend of 10.5 cents per share, payable in July 2020. |
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Financial Outlook
| ▪ | Due to the continued economic impact of the COVID-19 pandemic and the lack of visibility as to its duration or ultimate impact, the company is providing only limited financial guidance for fiscal 2021 at this time. |
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| ▪ | Although subject to unforeseen changes that may arise as the pandemic and its economic impact continue to unfold, the company is encouraged by improving business conditions and expects sales and operating performance for the first quarter of fiscal 2021 to be significantly improved as compared with the fourth quarter of fiscal 2020, with operating income expected to be near break-even and the company’s net cash position expected to be comparable to its net cash position at the end of the fiscal 2020 year. |
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Segment Update
Mattress Fabrics Segment
Sales for this segment were $23.4 million for the fourth quarter, down 38.5 percent compared with sales of $38.0 million in the fourth quarter of fiscal 2019. For fiscal 2020, mattress fabric sales were $131.4 million, down 9.8 percent compared with $145.7 million in fiscal 2019.
Sandy Brown, president of Culp’s mattress fabrics division, stated, “The unprecedented disruption from the COVID-19 pandemic significantly affected our results for the fourth quarter and fiscal 2020. We experienced a rapid drop in demand beginning in mid-March, as customers and retail stores began closing or substantially limiting their operations. Due to government-mandated closure requirements near the end of March, we shut down our facilities in Canada and Haiti for several weeks. We also reduced our production schedules and furloughed workers at our U.S. facilities to align with the severely reduced demand, while aggressively cutting costs, delaying non-essential capital expenditures, and reducing inventory.
“Despite these challenges, we quickly pivoted to repurpose our available operations to produce face masks, bedding covers, and fabrics for healthcare operations and consumer health. This allowed us to support much-needed relief efforts as an essential business and keep as many workers as possible employed. Additionally, in the face of travel restrictions and cancelled trade shows, we also leveraged our recently introduced digital library, design simulations, and ‘Re.Imagine Culp Home Fashions’ 3D image rendering capabilities to continue showcasing our products and support our customers through virtual design collaboration.
“Through the first eight weeks of fiscal 2021, we have experienced a steady increase in demand as government restrictions have been lifted and customers and retail stores have started to resume operations. As of the end of June 2020, roughly two-thirds of the way through our fiscal 2021 first quarter, we have dramatically increased our production schedules and returned substantially all of our previously furloughed workers to meet this increased demand. We have also reduced inventory by approximately $5.0 million during this period. Additionally, we are pleased with the swift return to pre-COVID-19 favorable demand trends for our CLASS sewn mattress cover business, as there appears to be a continuing growth trend for online boxed bedding. Across the mattress fabrics division, from fabric to cover, we are working collaboratively with new and existing customers to develop fresh, innovative products, and our efficient global platform continues to support our fabric and cover business with established production capabilities in the U.S., Haiti, and Asia. We expect our building expansion in Haiti to be completed during the second quarter, which will provide additional capacity and enhance our ability to produce sewn covers.
“Additionally, prior to the COVID-19 outbreak, our results for the fiscal 2020 year were affected by continued disruption in the domestic mattress industry relating to low-priced mattress imports that moved from China to other countries. While we believe our strong global platform for fabric and covers in Haiti and Asia has us well positioned to capture market share with imported mattresses going forward,
CULP Announces Results for Fourth Quarter and Fiscal 2020
Page 5
July 1, 2020
we are also encouraged by the recent anti-dumping duty petitions filed with the U.S. International Trade Commission (ITC) and U.S. Department of Commerce against seven countries for engaging in unfair trade practices, as well as the ITC’s preliminary determination allowing these petitions to move forward. If successful, we believe the proposed relief being sought will benefit the domestic mattress industry and, in turn, be favorable for our business,” added Brown.
Upholstery Fabrics Segment
Sales for this segment were $24.0 million for the fourth quarter, down 17.3 percent compared with sales of $29.0 million in the fourth quarter of fiscal 2019. For fiscal 2020, upholstery fabric sales were $124.8 million, down 8.0 percent compared with $135.7 million in fiscal 2019.
“Our results for the fourth quarter of fiscal 2020 reflect the material decline in sales and severe disruption from the COVID-19 pandemic,” said Boyd Chumbley, president of Culp’s upholstery fabrics division. “We began the fourth quarter on track for strong sales and a solid operating performance. The first six weeks of the fourth quarter were consistent with our expectations, with our Asia supply chain operating at full output by the beginning of March following the previous government-mandated shutdown in China associated with the coronavirus outbreak. However, orders and shipments declined significantly beginning in the second half of March as most of our U.S. customers and U.S. furniture retailers shut down or substantially limited their operations due to the COVID-19 pandemic. Many of our customers delayed shipments, deferred orders in process, and halted new orders as a result of the disruption, resulting in a substantial decrease in sales.
“Despite these challenges, our team of associates has quickly responded to the new operating environment to support the needs of our customers. Our business has traditionally relied heavily on trade-show participation and in-person product showings. However, with travel restrictions and event cancellations, including cancellation of the Spring Showtime Market and Spring Furniture Market, we quickly adapted by developing innovative virtual showcase presentations that allowed us to continue representing our products for customers.
“For the full year, and especially considering the negative impact of COVID-19 during the last six weeks of the fourth quarter, we were pleased to achieve a solid year of annual sales and operating income performance. Throughout the year, we have executed our product-driven strategy with a continued focus on innovation and creative design that supports our diverse customer base and helps customers differentiate themselves in the marketplace. Our strong platform in Asia, including our cut and sew capabilities in Vietnam, as well as our stable, long-term supplier relationships, continues to support our business and enable us to meet changing customer demands.
“Our line of highly durable, stain resistant, LiveSmart® fabrics remains popular with both new and existing customers. We also remain excited about the demand trends for LiveSmart Evolve™, our line of sustainability fabrics featuring the use of recycled yarns along with the same stain-resistant performance. We are continuing to develop new generations of performance products featuring new finishes and technologies to further expand this product offering.
“Additionally, we continued to see growth in our hospitality business throughout the year, which was less affected by the COVID-19 disruption during the fourth quarter due to orders already in progress. Read Window Products, our window treatment and installation services business, provided a meaningful contribution for the year, including the fourth quarter as it continued operations to fulfill existing project orders and reallocated a portion of its operations to sew face masks for healthcare workers. However, while we remain pleased with the diversification offered by this business, we recognize that ongoing pressure in the travel and leisure industries as a result of COVID-19 may negatively affect it, at least in the short-term, as it remains uncertain whether hotels and other hospitality venues will undertake new refurnishing projects in the current environment.
“Looking ahead, we are encouraged by recent sales trends through the first eight weeks of the first quarter, which are better than anticipated. As customers and retail stores across the United States have resumed operations, we have seen a gradual increase in orders and shipments as business conditions continue to normalize,” added Chumbley.
CULP Announces Results for Fourth Quarter and Fiscal 2020
Page 6
July 1, 2020
Balance Sheet
“While the broad shutdowns and disruption caused by COVID-19 have created near-term headwinds and uncertainty, our financial position remains sound,” added Ken Bowling, executive vice president and chief financial officer of Culp, Inc. “As of May 3, 2020, we reported $77.1 million in cash and investments and outstanding borrowings totaling $38.4 million, for a net cash position of $38.7 million. We have maintained this position despite the rapid decline in sales by taking prompt action to manage our cash position during the fourth quarter. In doing so, we ended the quarter with net cash above our net cash position at the end of the third quarter, even with limited operations.
“During fiscal 2020, we spent $4.6 million for capital expenditures and returned $6.8 million to shareholders in regular dividends and share repurchases. We had cash flow from operations of $5.0 million and free cash flow of $1.5 million for the year, which were negatively affected by the COVID-19 disruption. (See reconciliation table on page 9).
“As previously noted, we are once again debt-free after repaying the borrowings previously outstanding as of the end of fiscal 2020, and we expect our net cash position at the end of the first quarter of fiscal 2021 to be comparable to our $38.7 million net cash position at the end of the 2020 fiscal year. Additionally, our recent amendment to our credit facility further enhances our financial flexibility for the future,” added Bowling.
Dividends and Share Repurchases
The company announced that its Board of Directors has approved the payment of the company’s quarterly cash dividend of 10.5 cents per share. The dividend is to be paid on or about July 17, 2020, to shareholders of record as of July 10, 2020. Importantly, the Board will continue to evaluate the appropriateness of the current dividend rate in light of economic conditions and the company’s performance in upcoming quarters.
The company repurchased a total of 142,496 shares during fiscal 2020, including 86,746 shares during the fourth quarter of fiscal 2020, leaving approximately $3.3 million available under the share repurchase program approved by the Board of Directors in September 2019. The Board subsequently approved an increase in the company’s share repurchase authorization back up to a total of $5.0 million in March 2020. However, as previously disclosed, the company has temporarily suspended its share repurchases given the economic uncertainty related to COVID-19.
About the Company
Culp, Inc. is one of the world's largest marketers of mattress fabrics for bedding and upholstery fabrics for residential and commercial furniture. The company markets a variety of fabrics to its global customer base of leading bedding and furniture companies, including fabrics produced at Culp’s manufacturing facilities and fabrics sourced through other suppliers. Culp has operations located in the United States, Canada, China, and Haiti.
This release contains “forward-looking statements” within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995 (Section 27A of the Securities Act of 1933 and Section 21E of the Securities and Exchange Act of 1934). Such statements are inherently subject to risks and uncertainties that may cause actual events and results to differ materially from such statements. Further, forward looking statements are intended to speak only as of the date on which they are made, and we disclaim any duty to update such statements to reflect any changes in management’s expectations or any change in the assumptions or circumstances on which such statements are based, whether due to new information, future events, or otherwise. 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,” “anticipate,” “estimate,” “intend,” “plan,” “project,” and their derivatives, and include but are not limited to statements about expectations for our future operations, production levels, new product launches, sales, profit margins, profitability, operating income, capital expenditures, working capital levels, income taxes, SG&A or other expenses, pre-tax income, earnings, cash flow, and other performance or liquidity measures, as well as any statements regarding potential acquisitions, future economic or industry trends, public health epidemics, or future developments. There can be no assurance that the company will realize these expectations, meet its guidance, or that these beliefs will prove correct.
CULP Announces Results for Fourth Quarter and Fiscal 2020
Page 7
July 1, 2020
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 us adversely. The future performance of our business depends in part on our success in conducting and finalizing acquisition negotiations and integrating acquired businesses into our existing operations. Changes in consumer tastes or preferences toward products not produced by us could erode demand for our products. Changes in tariffs or trade policy, or 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 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. The impact of public health epidemics on employees, customers, suppliers, and the global economy, such as the global coronavirus pandemic currently affecting countries around the world, could also adversely affect our operations and financial performance. In addition, the impact of potential goodwill or intangible asset impairments could affect our financial results. Finally, increases in market prices for petrochemical products can significantly affect the prices we pay for raw materials, and in turn, increase our operating costs and decrease our profitability. Further information about these factors, as well as other factors that could affect our future operations or financial results and the matters discussed in forward-looking statements, is included in Item 1A “Risk Factors” in our Form 10-K filed with the Securities and Exchange Commission on July 12, 2019, for the fiscal year ended April 28, 2019, and our subsequent periodic reports filed with the Securities and Exchange Commission.
CULP Announces Results for Fourth Quarter and Fiscal 2020
Page 8
July 1, 2020
CULP, INC.
Condensed Financial Highlights
(Unaudited)
| Three Months Ended | Twelve Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| May 3, | April 28, | May 3, | April 28, | |||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||
| Net sales | $ | 47,378,000 | $ | 67,023,000 | $ | 256,166,000 | $ | 281,325,000 | ||||
| (Loss) income before income taxes from continuing<br><br><br>operations | $ | (18,383,000 | ) | $ | 1,988,000 | $ | (7,679,000 | ) | $ | 12,722,000 | ||
| Net (loss) income from continuing operations | $ | (19,152,000 | ) | $ | (1,108,000 | ) | $ | (11,158,000 | ) | $ | 6,071,000 | |
| Net loss from discontinued operation | $ | (8,673,000 | ) | $ | (403,000 | ) | $ | (17,509,000 | ) | $ | (613,000 | ) |
| Net (loss) income | $ | (27,825,000 | ) | $ | (1,511,000 | ) | $ | (28,667,000 | ) | $ | 5,458,000 | |
| Net (loss) income from continuing operations - per<br><br><br>share: | ||||||||||||
| Basic | $ | (1.56 | ) | $ | (0.09 | ) | $ | (0.90 | ) | $ | 0.49 | |
| Diluted | $ | (1.56 | ) | $ | (0.09 | ) | $ | (0.90 | ) | $ | 0.48 | |
| Net loss from discontinued operations - per share: | ||||||||||||
| Basic | $ | (0.71 | ) | $ | (0.03 | ) | $ | (1.41 | ) | $ | (0.05 | ) |
| Diluted | $ | (0.71 | ) | $ | (0.03 | ) | $ | (1.41 | ) | $ | (0.05 | ) |
| Net (loss) income - per share: | ||||||||||||
| Basic | $ | (2.26 | ) | $ | (0.12 | ) | $ | (2.32 | ) | $ | 0.44 | |
| Diluted | $ | (2.26 | ) | $ | (0.12 | ) | $ | (2.32 | ) | $ | 0.43 | |
| Average shares outstanding: | ||||||||||||
| Basic | 12,297,000 | 12,384,000 | 12,378,000 | 12,462,000 | ||||||||
| Diluted | 12,297,000 | 12,384,000 | 12,378,000 | 12,548,000 |
CULP Announces Results for Fourth Quarter and Fiscal 2020
Page 9
July 1, 2020
CULP, INC.
Summary of Cash, Investments, and Debt
May 3, 2020 and April 28, 2019
(Unaudited)
| Amounts | ||||
|---|---|---|---|---|
| May 3, | April 28, | |||
| (Amounts in Thousands) | 2020 | 2019* | ||
| Cash & Investments | ||||
| Cash and cash equivalents | $ | 69,790 | $ | 40,008 |
| Short-term investments – Available for Sale | 923 | — | ||
| Short -term investments – Held to Maturity | 4,271 | 5,001 | ||
| Long-term investments – Held to Maturity | 2,076 | — | ||
| Total cash and investments | $ | 77,060 | $ | 45,009 |
| Debt | ||||
| Line of credit - China operations | $ | 1,015 | $ | — |
| Paycheck Protection Plan Loan | 7,606 | — | ||
| Line of credit - U.S. operations | 29,750 | — | ||
| Total debt | $ | 38,371 | $ | — |
| Net cash position | $ | 38,689 | $ | 45,009 |
*Derived from audited financial statements.
CULP, INC.
Reconciliation of Free Cash Flow
For the Twelve Months Ended May 3, 2020, and April 28, 2019
(Unaudited)
| Twelve<br><br><br>Months | Twelve<br><br><br>Months | |||||
|---|---|---|---|---|---|---|
| Ended | Ended | |||||
| May 3, | April 28, | |||||
| (Amounts in Thousands) | 2020 | 2019 | ||||
| Net cash provided by operating activities | $ | 4,970 | $ | 13,873 | ||
| Minus: Capital Expenditures | (4,585 | ) | (3,261 | ) | ||
| Plus: Proceeds from the sale of property, plant, and equipment | 672 | 1,894 | ||||
| Plus: Proceeds from long-term note receivable with discontinued<br><br><br>operation | 1,523 | — | ||||
| Minus: Investment in unconsolidated joint venture | (220 | ) | (120 | ) | ||
| Plus: Proceeds from life insurance policy | — | 394 | ||||
| Minus: Payments on vendor-financed capital expenditures | — | (1,412 | ) | |||
| Plus: Proceeds from the sale of long-term investments (Rabbi Trust) | — | 1,233 | ||||
| Minus: Purchase of long-term investments (Rabbi Trust) | (788 | ) | (1,011 | ) | ||
| Effect of exchange rate changes on cash and cash equivalents | (119 | ) | (93 | ) | ||
| Free Cash Flow | $ | 1,453 | $ | 11,497 |
CULP Announces Results for Fourth Quarter and Fiscal 2020
Page 10
July 1, 2020
CULP, INC.
Reconciliation of Selected Income Statement Information to Adjusted Results
For Three Months Ended May 3, 2020
(Unaudited)
| As<br><br><br>Reported | May 3, 2020 | |||||||
|---|---|---|---|---|---|---|---|---|
| May 3, | Adjusted | |||||||
| (Amounts in Thousands) | 2020 | Adjustments | Results | |||||
| Gross profit from continuing operations | $ | 3,045 | $ | — | $ | 3,045 | ||
| Selling, general, and administrative expenses | (7,327 | ) | — | (7,327 | ) | |||
| Asset impairments ^(1)^ | (13,712 | ) | 13,712 | - | ||||
| Loss from continuing operations | (17,994 | ) | 13,712 | (4,282 | ) | |||
| Other expense | (426 | ) | — | (426 | ) | |||
| Loss before income taxes from continuing operations | $ | (18,383 | ) | $ | 13,712 | $ | (4,671 | ) |
| ^(1)^ | During the three-month period ending May 3, 2020, we incurred asset impairment charges totaling $13.7 million that pertained to goodwill and certain intangible assets. Of this $13.7 million, $11.5 million and $2.2 million were associated with the mattress fabrics segment and upholstery fabrics segment, respectively. | |||||||
| --- | --- |
CULP, INC.
Reconciliation of Selected Income Statement Information to Adjusted Results
For Three Months Ended April 28, 2019
(Unaudited)
| As<br><br><br>Reported | April 28, 2019 | |||||||
|---|---|---|---|---|---|---|---|---|
| April 28, | Adjusted | |||||||
| (Amounts in Thousands) | 2019 | Adjustments | Results | |||||
| Gross profit from continuing operations | $ | 11,195 | $ | — | $ | 11,195 | ||
| Selling, general, and administrative expenses | (8,758 | ) | — | (8,758 | ) | |||
| Asset impairments | — | — | — | |||||
| Income from continuing operations | 2,437 | — | 2,437 | |||||
| Other expense ^(1)^ | (670 | ) | 500 | (170 | ) | |||
| Income before income taxes from continuing operations | $ | 1,988 | $ | 500 | $ | 2,488 | ||
| ^(1)^ | Other expense for the three-month period ending April 28, 2019, included a $500 non-recurring charge for an endowed scholarship to the University of North Carolina at Chapel Hill in honor of our Co-Founder and former Chairman of the Board. This charitable contribution is being paid over a period of three years. | |||||||
| --- | --- |
CULP Announces Results for Fourth Quarter and Fiscal 2020
Page 11
July 1, 2020
CULP, INC.
Reconciliation of Selected Income Statement Information to Adjusted Results
For the Twelve Months Ended May 3, 2020
(Unaudited)
| As Reported | May 3, 2020 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| May 3, | Adjusted | ||||||||
| (Amounts in Thousands) | 2020 | Adjustments | Results | ||||||
| Gross profit from continuing operations | $ | 40,498 | $ | — | $ | 40,498 | |||
| Selling, general, and administrative expenses | (34,424 | ) | — | (34,424 | ) | ||||
| Asset impairments ^(1)^ | (13,712 | ) | 13,712 | - | |||||
| Restructuring credit ^(2)^ | 70 | (70 | ) | - | |||||
| (Loss) income from continuing operations | (7,568 | ) | 13,642 | 6,074 | |||||
| Other expense | (902 | ) | — | (902 | ) | ||||
| (Loss) income before income taxes from continuing operations | $ | (7,679 | ) | $ | 13,642 | $ | 5,963 | ||
| ^(1)^ | During the year ending May 3, 2020, we incurred asset impairment charges totaling $13.7 million that pertained to goodwill and certain intangible assets. Of this $13.7 million, $11.5 million and $2.2 million were associated with the mattress fabrics segment and the upholstery fabrics segment, respectively. | ||||||||
| --- | --- | ||||||||
| ^(2)^ | The $70 restructuring credit pertains to employee termination benefits associated with the closure of our Anderson, SC upholstery fabrics facility. | ||||||||
| --- | --- |
CULP, INC.
Reconciliation of Selected Income Statement Information to Adjusted Results
For the Twelve Months Ended April 28, 2019
(Unaudited)
| April 28, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| As Reported | 2019 | ||||||||
| April 28, | Adjusted | ||||||||
| (Amounts in Thousands) | 2019 | Adjustments | Results | ||||||
| Gross profit from continuing operations^(1)^ | $ | 45,769 | $ | 2,508 | $ | 48,277 | |||
| Selling, general, and administrative expenses ^(2)^ | (33,243 | ) | 558 | (32,685 | ) | ||||
| Restructuring credit ^(3)^ | 825 | (825 | ) | — | |||||
| Income from continuing operations | 13,351 | 2,241 | 15,592 | ||||||
| Other expense ^(4)^ | (1,383 | ) | 500 | (883 | ) | ||||
| Income before income taxes from continuing operations | $ | 12,722 | $ | 2,741 | $ | 15,463 | |||
| ^(1)^ | The $2.5 million represents a restructuring charge of $1.6 million for inventory markdowns, $784 for other operating costs associated with our closed Anderson, SC upholstery fabrics facility, and $159 for employee termination benefits and other operational reorganization costs associated with our mattress fabrics segment. | ||||||||
| --- | --- | ||||||||
| ^(2)^ | The $558 consists of a non-recurring charge totaling $469 that was associated with the accelerated vesting of certain stock-based compensation agreements Of this $469 non-recurring charge, $429 and $40 pertain to unallocated corporate expenses and a restructuring related charge associated with our closed Anderson, SC upholstery fabrics facility. Additionally, the $558 consists of a non-recurring charge of $89 for employee termination benefits and operational reorganization costs associated with our mattress fabrics segment. | ||||||||
| --- | --- | ||||||||
| ^(3)^ | The $825 restructuring credit represents a $1.5 million gain on sale of property, plant, and equipment associated with our closed Anderson, SC upholstery fabrics facility, partially offset by a charge of $661 for employee termination benefits. | ||||||||
| --- | --- | ||||||||
| ^(4)^ | Other expense for the year ending April 28, 2019, included a $500 non-recurring charge for an endowed scholarship to the University of North Carolina at Chapel Hill in honor of our Co-Founder and former Chairman of the Board. The charitable contribution is being paid over a period of three years. | ||||||||
| --- | --- |
-END-
culp-ex99b_7.htm
Exhibit 99(b)
Page 1 of 12
CULP, INC. FINANCIAL INFORMATION RELEASE
CONSOLIDATED STATEMENTS OF NET LOSS
FOR THREE MONTHS ENDED MAY 3, 2020 AND APRIL 28, 2019
(UNAUDITED)
(Amounts in Thousands, Except for Per Share Data)
| THREE MONTHS ENDED | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount | Percent of Sales | ||||||||||||||||
| (6) | (6) | ||||||||||||||||
| May 3, | April 28, | % Over | May 3, | April 28, | |||||||||||||
| 2020 | 2019 | (Under) | 2020 | 2019 | |||||||||||||
| Net sales | $ | 47,378 | 67,023 | (29.3 | )% | 100.0 | % | 100.0 | % | ||||||||
| Cost of sales | (44,333 | ) | (55,828 | ) | (20.6 | )% | 93.6 | % | 83.3 | % | |||||||
| Gross profit from continuing operations | 3,045 | 11,195 | (72.8 | )% | 6.4 | % | 16.7 | % | |||||||||
| Selling, general and administrative<br><br><br>expenses | (7,327 | ) | (8,758 | ) | (16.3 | )% | 15.5 | % | 13.1 | % | |||||||
| Asset impairments | (1) | (13,712 | ) | — | 100.0 | % | 28.9 | % | 0.0 | % | |||||||
| (Loss) income from continuing operations | (17,994 | ) | 2,437 | N.M. | (38.0 | )% | 3.6 | % | |||||||||
| Interest expense | (84 | ) | — | 100.0 | % | 0.2 | % | 0.0 | % | ||||||||
| Interest income | 121 | 221 | (45.2 | )% | 0.3 | % | 0.3 | % | |||||||||
| Other expense | (426 | ) | (5) | (670 | ) | (36.4 | )% | 0.9 | % | 1.0 | % | ||||||
| (Loss) income before income taxes from<br><br><br>continuing operations | (18,383 | ) | 1,988 | N.M. | (38.8 | )% | 3.0 | % | |||||||||
| Income tax expense (2) | (704 | ) | (3,091 | ) | (77.2 | )% | (3.8 | )% | 155.5 | % | |||||||
| Loss from investment in<br><br><br>unconsolidated joint venture | (65 | ) | (5 | ) | N.M. | (0.1 | )% | (0.0 | )% | ||||||||
| Net loss from continuing operations | (19,152 | ) | (1,108 | ) | N.M. | (40.4 | )% | (1.7 | )% | ||||||||
| Loss before income taxes from discontinued<br><br><br>operations (4) | (8,698 | ) | (477 | ) | N.M. | (18.4 | )% | (0.7 | )% | ||||||||
| Income tax benefit (3) (4) | 25 | 74 | (66.2 | )% | 0.3 | % | 15.5 | % | |||||||||
| Net loss from discontinued operations (4) | (8,673 | ) | (403 | ) | N.M. | (18.3 | )% | (0.6 | )% | ||||||||
| Net loss | (27,825 | ) | (1,511 | ) | N.M. | (58.7 | )% | (2.3 | )% | ||||||||
| Net loss from continuing operations per<br><br><br>share - basic | $ | (1.56 | ) | $ | (0.09 | ) | N.M. | ||||||||||
| Net loss from continuing operations per<br><br><br>share - diluted | $ | (1.56 | ) | $ | (0.09 | ) | N.M. | ||||||||||
| Net loss from discontinued operations per<br><br><br>share - basic | $ | (0.71 | ) | $ | (0.03 | ) | N.M. | ||||||||||
| Net loss from discontinued operations per<br><br><br>share - diluted | $ | (0.71 | ) | $ | (0.03 | ) | N.M. | ||||||||||
| Net loss per share - basic | $ | (2.26 | ) | $ | (0.12 | ) | N.M. | ||||||||||
| Net loss per share - diluted | $ | (2.26 | ) | $ | (0.12 | ) | N.M. | ||||||||||
| Average shares outstanding-basic | 12,297 | 12,384 | (0.7 | )% | |||||||||||||
| Average shares outstanding-diluted | 12,297 | 12,384 | (0.7 | )% |
Notes
| (1) | During the three-month period ending May 3, 2020, we incurred asset impairment charges totaling $13.7 million that pertained to goodwill and certain intangible assets. Of this $13.7 million, $11.5 million and $2.2 million were associated with the mattress fabrics segment and upholstery fabrics segment, respectively. |
|---|---|
| (2) | Percent of sales column for income tax expense is calculated as a % of loss (income) before income taxes from continuing operations. |
| --- | --- |
| (3) | Percent of sales column for income tax expense is calculated as a % of loss before income taxes from discontinued operations. |
| --- | --- |
| (4) | Effective March 31, 2020, we sold our entire ownership of eLuxury, LLC to its noncontrolling interest holder, resulting in the elimination of the home accessories segment at such time. |
| --- | --- |
| (5) | Other expense for the three-month period ending April 28, 2019, included a $500 non-recurring charge for an endowed scholarship to the University of North Carolina at Chapel Hill in honor of our Co-Founder and former Chairman of the Board. This charitable contribution is being paid over a period of three years. |
| --- | --- |
| (6) | See page 10 for our Reconciliation of Selected Income Statement Information to Adjusted Results for the three-month periods ending May 3, 2020 and April 28, 2019, which exclude certain charges and credits. |
| --- | --- |
Page 2 of 12
CULP, INC. FINANCIAL INFORMATION RELEASE
CONSOLIDATED STATEMENTS OF NET (LOSS) INCOME
FOR TWELVE MONTHS ENDED MAY 3, 2020 AND APRIL 28, 2019
(UNAUDITED)
(Amounts in Thousands, Except for Per Share Data)
| TWELVE MONTHS ENDED | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amounts | Percent of Sales | ||||||||||||||||
| (12) | (12) | ||||||||||||||||
| May 3, | April 28, | % Over | May 3, | April 28, | |||||||||||||
| 2020 | 2019 | (Under) | 2020 | 2019 | |||||||||||||
| Net sales | $ | 256,166 | 281,325 | (8.9 | )% | 100.0 | % | 100.0 | % | ||||||||
| Cost of sales | (215,668 | ) | (6) (7) | (235,556 | ) | (8.4 | )% | 84.2 | % | 83.7 | % | ||||||
| Gross profit from continuing operations | 40,498 | 45,769 | (11.5 | )% | 15.8 | % | 16.3 | % | |||||||||
| Selling, general and administrative<br><br><br>expenses | (34,424 | ) | (7) (8) | (33,243 | ) | 3.6 | % | 13.4 | % | 11.8 | % | ||||||
| Asset impairments | (1) | (13,712 | ) | — | 100.0 | % | 5.4 | % | 0.0 | % | |||||||
| Restructuring credit | (2) | 70 | (9) | 825 | (91.5 | )% | 0.0 | % | 0.3 | % | |||||||
| (Loss) income from continuing operations | (7,568 | ) | 13,351 | N.M. | (3.0 | )% | 4.7 | % | |||||||||
| Interest expense | (106 | ) | (35 | ) | 202.9 | % | 0.0 | % | 0.0 | % | |||||||
| Interest income | 897 | 789 | 13.7 | % | 0.4 | % | 0.3 | % | |||||||||
| Other expense | (902 | ) | (10) | (1,383 | ) | (34.8 | )% | 0.4 | % | 0.5 | % | ||||||
| (Loss) income before income taxes from<br><br><br>continuing operations | (7,679 | ) | 12,722 | N.M. | (3.0 | )% | 4.5 | % | |||||||||
| Income tax expense (3) | (3,354 | ) | (11) | (6,537 | ) | (48.7 | )% | (43.7 | )% | 51.4 | % | ||||||
| Loss from investment in<br><br><br>unconsolidated joint venture | (125 | ) | (114 | ) | 9.6 | % | (0.0 | )% | (0.0 | )% | |||||||
| Net (loss) income from continuing operations | (11,158 | ) | 6,071 | N.M. | (4.4 | )% | 2.2 | % | |||||||||
| Loss before income taxes from discontinued<br><br><br>operations (5) | (17,577 | ) | (726 | ) | N.M. | (6.9 | )% | (0.3 | )% | ||||||||
| Income tax benefit (4) (5) | 68 | 113 | (39.8 | )% | 0.4 | % | 15.6 | % | |||||||||
| Net loss from discontinued operations (5) | (17,509 | ) | (613 | ) | N.M. | (6.8 | )% | (0.2 | )% | ||||||||
| Net (loss) income | (28,667 | ) | 5,458 | N.M. | (11.2 | )% | 1.9 | % | |||||||||
| Net (loss) income from continuing operations per<br><br><br>share - basic | $ | (0.90 | ) | $ | 0.49 | N.M. | |||||||||||
| Net (loss) income from continuing operations per<br><br><br>share - diluted | $ | (0.90 | ) | $ | 0.48 | N.M. | |||||||||||
| Net loss from discontinued operations per<br><br><br>share - basic | $ | (1.41 | ) | $ | (0.05 | ) | N.M. | ||||||||||
| Net loss from discontinued operations per<br><br><br>share - diluted | $ | (1.41 | ) | $ | (0.05 | ) | N.M. | ||||||||||
| Net (loss) income per share - basic | $ | (2.32 | ) | $ | 0.44 | N.M. | |||||||||||
| Net (loss) income per share - diluted | $ | (2.32 | ) | $ | 0.43 | N.M. | |||||||||||
| Average shares outstanding-basic | 12,378 | 12,462 | (0.7 | )% | |||||||||||||
| Average shares outstanding-diluted | 12,378 | 12,548 | (1.4 | )% |
Notes
| (1) | During the year ending May 3, 2020, we incurred asset impairment charges totaling $13.7 million that pertained to goodwill and certain intangible assets. Of this $13.7 million, $11.5 million and $2.2 million were associated with the mattress fabrics segment and upholstery fabrics segment, respectively. |
|---|---|
| (2) | The $70 restructuring credit pertains to employee termination benefits associated with the closure of our Anderson, SC upholstery fabrics facility. |
| --- | --- |
| (3) | Percent of sales column for income tax expense is calculated as a % of (loss) income before income taxes from continuing operations. |
| --- | --- |
| (4) | Percent of sales column for income tax expense is calculated as a % of loss before income taxes from discontinued operations. |
| --- | --- |
| (5) | Effective March 31, 2020, we sold our entire ownership of eLuxury, LLC to its noncontrolling interest holder, resulting in the elimination of the home accessories segment at such time. |
| --- | --- |
Page 3 of 12
| (6) | Cost of sales for the year ending April 28, 2019, includes restructuring and related charges totaling $2.3 million, of which $1.6 million pertains to inventory markdowns and $784 pertains to operating costs associated with our closed upholstery fabrics plant facility located in Anderson, SC. |
|---|---|
| (7) | During the year ending April 28, 2019, our mattress fabrics segment incurred non-recurring charges totaling $249 that were associated with employee termination benefits and other operational reorganization costs. Of this $249 total non-recurring charge, $159 and $90 were recorded in cost of sales and selling, general, administrative expenses, respectively. |
| --- | --- |
| (8) | Selling, general, and administrative expenses for the year ending April 28, 2019, includes a $469 non-recurring charge associated with the accelerated vesting of certain stock-based compensation agreements. Of this $469, non-recurring charge, $429 and $40 pertain to unallocated corporate expenses and a restructuring related charge associated with our closed Anderson, SC upholstery fabrics facility. |
| --- | --- |
| (9) | The $825 restructuring credit represents a $1.5 million gain on the sale of property, plant, and equipment associated with our closed Anderson, SC upholstery fabrics facility, partially offset by a charge of $661 for employee termination benefits. |
| --- | --- |
(10) Other expense for the year ending April 28, 2019, included a $500 non-recurring charge for an endowed scholarship to the University of North Carolina at Chapel Hill in honor of our Co-Founder and former Chairman of the Board. This charitable contribution is being paid over a period of three years.
(11) Income taxes for the year ending April 28, 2019, included provisional adjustments related to the Tax Cuts and Jobs Act enacted on December 22, 2017. We recorded an income tax benefit of $550 for the year-end April 28, 2019.
(12) See page 11 for our Reconciliation of Selected Income Statement Information to Adjusted Results for the twelve-month periods ending May 3, 2020 and April 28, 2019, which exclude certain charges and credits
Page 4 of 12
CULP, INC. FINANCIAL INFORMATION RELEASE
CONSOLIDATED BALANCE SHEETS
MAY 3, 2020 AND APRIL 28, 2019
Unaudited
(Amounts in Thousands)
| Amounts | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (Condensed) | ||||||||||
| May 3, | * April 28, | Increase (Decrease) | ||||||||
| 2020 | 2019 | Dollars | Percent | |||||||
| Current assets | ||||||||||
| Cash and cash equivalents | $ | 69,790 | 40,008 | 29,782 | 74.4 | % | ||||
| Short-term investments - Held-To-Maturity | 4,271 | 5,001 | (730 | ) | (14.6 | )% | ||||
| Short-term investments - Available for Sale | 923 | — | 923 | 100.0 | % | |||||
| Accounts receivable | 25,093 | 23,373 | 1,720 | 7.4 | % | |||||
| Inventories | 47,907 | 47,564 | 343 | 0.7 | % | |||||
| Current income taxes receivable | 1,585 | 776 | 809 | 104.3 | % | |||||
| Current assets held for sale - Discontinued operation | — | 3,707 | (3,707 | ) | (100.0 | )% | ||||
| Other current assets | 2,116 | 2,816 | (700 | ) | (24.9 | )% | ||||
| Total current assets | 151,685 | 123,245 | 28,440 | 23.1 | % | |||||
| Property, plant & equipment, net | 43,147 | 46,479 | (3,332 | ) | (7.2 | )% | ||||
| Goodwill | — | 13,569 | (13,569 | ) | (100.0 | )% | ||||
| Intangible assets | 3,380 | 3,899 | (519 | ) | (13.3 | )% | ||||
| Long-term investments - Rabbi Trust | 7,834 | 7,081 | 753 | 10.6 | % | |||||
| Long-term investments - Held-To-Maturity | 2,076 | — | 2,076 | 100.0 | % | |||||
| Right of use asset | 3,903 | — | 3,903 | 100.0 | % | |||||
| Noncurrent income taxes receivable | — | 733 | (733 | ) | (100.0 | )% | ||||
| Deferred income taxes | 793 | 457 | 336 | 73.5 | % | |||||
| Investment in unconsolidated joint venture | 1,602 | 1,508 | 94 | 6.2 | % | |||||
| Long-term note receivable affiliated with<br><br><br>discontinued operation | — | 830 | (830 | ) | (100.0 | )% | ||||
| Noncurrent assets held for sale - Discontinued operation | — | 22,112 | (22,112 | ) | (100.0 | )% | ||||
| Other assets | 664 | 643 | 21 | 3.3 | % | |||||
| Total assets | $ | 215,084 | 220,556 | (5,472 | ) | (2.5 | )% | |||
| Current liabilities | ||||||||||
| Line of credit - China operations | $ | 1,015 | - | 1,015 | 100.0 | % | ||||
| Paycheck Protection Plan Loan | 7,606 | - | 7,606 | 100.0 | % | |||||
| Accounts payable - trade | 23,002 | 22,734 | 268 | 1.2 | % | |||||
| Accounts payable - capital expenditures | 107 | 68 | 39 | 57.4 | % | |||||
| Operating lease liability - current | 1,805 | — | 1,805 | 100.0 | % | |||||
| Deferred revenue | 502 | 399 | 103 | 25.8 | % | |||||
| Accrued expenses | 5,687 | 8,632 | (2,945 | ) | (34.1 | )% | ||||
| Accrued restructuring costs | — | 124 | (124 | ) | (100.0 | )% | ||||
| Current liabilities held for sale - Discontinued operation | — | 2,213 | (2,213 | ) | (100.0 | )% | ||||
| Income taxes payable - current | 395 | 1,022 | (627 | ) | (61.4 | )% | ||||
| Total current liabilities | 40,119 | 35,192 | 4,927 | 14.0 | % | |||||
| Line of credit - U.S. operations | 29,750 | — | 29,750 | 100.0 | % | |||||
| Accrued expenses - long-term | 167 | 333 | (166 | ) | (49.8 | )% | ||||
| Operating lease liability - long-term | 2,016 | — | 2,016 | 100.0 | % | |||||
| Contingent consideration affiliated with<br><br><br>discontinued operation | — | 5,856 | (5,856 | ) | (100.0 | )% | ||||
| Income taxes payable - long-term | 3,796 | 3,249 | 547 | 16.8 | % | |||||
| Deferred income taxes | 1,818 | 3,176 | (1,358 | ) | (42.8 | )% | ||||
| Deferred compensation | 7,720 | 6,998 | 722 | 10.3 | % | |||||
| Noncurrent liabilities held for sale - Discontinued operation | — | 1,505 | (1,505 | ) | (100.0 | )% | ||||
| Total liabilities | 85,386 | 56,309 | 29,077 | 51.6 | % | |||||
| Shareholders' equity | ||||||||||
| Shareholders' equity attributable to Culp Inc. | 129,698 | 159,933 | (30,235 | ) | (18.9 | )% | ||||
| Non-controlling interest - Discontinued Operation | - | 4,314 | (4,314 | ) | (100.0 | )% | ||||
| 129,698 | 164,247 | (34,549 | ) | (21.0 | )% | |||||
| Total liabilities and<br><br><br>shareholders' equity | $ | 215,084 | 220,556 | (5,472 | ) | (2.5 | )% | |||
| Shares outstanding | 12,285 | 12,391 | (106 | ) | (0.9 | )% |
* Derived from audited financial statements.
Page 5 of 12
CULP, INC. FINANCIAL INFORMATION RELEASE
SUMMARY OF CASH, INVESTMENTS, AND DEBT
MAY 3, 2020 AND APRIL 28, 2019
Unaudited
(Amounts in Thousands)
| Amounts | ||||
|---|---|---|---|---|
| May 3, | April 28, | |||
| 2020 | 2019* | |||
| Cash and Investments | ||||
| Cash and cash equivalents | $ | 69,790 | $ | 40,008 |
| Short-term investments - Available for Sale | 923 | — | ||
| Short-term investments - Held-To-Maturity | 4,271 | 5,001 | ||
| Long-term investments - Held-To-Maturity | 2,076 | — | ||
| Total Cash and Investments | $ | 77,060 | $ | 45,009 |
| Debt | ||||
| Line of credit - China operations | $ | 1,015 | $ | — |
| Paycheck Protection Plan Loan | 7,606 | — | ||
| Line of credit - U.S. operations | 29,750 | — | ||
| Total debt | $ | 38,371 | $ | — |
| Net Cash Position | $ | 38,689 | $ | 45,009 |
* Derived from audited financial statements.
Page 6 of 12
CULP, INC. FINANCIAL INFORMATION RELEASE
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE TWELVE MONTHS ENDED MAY 3, 2020 AND APRIL 28, 2019
Unaudited
(Amounts in Thousands)
| TWELVE MONTHS ENDED | ||||||
|---|---|---|---|---|---|---|
| Amounts | ||||||
| May 3, | April 28, | |||||
| 2020 | 2019 | |||||
| Cash flows from operating activities: | ||||||
| Net (loss) income | $ | (28,667 | ) | $ | 5,458 | |
| Adjustments to reconcile net (loss) income to net cash provided by<br><br><br>operating activities: | ||||||
| Depreciation | 7,827 | 8,117 | ||||
| Amortization | 647 | 780 | ||||
| Asset impairments | 33,914 | — | ||||
| Reversal of contingent consideration associated with discontinued operation | (6,081 | ) | — | |||
| Loss on disposal of discontinued operation | 1,606 | — | ||||
| Stock-based compensation | 614 | 130 | ||||
| Deferred income taxes | (1,694 | ) | 2,027 | |||
| Realized loss on sale of short-term investments (Available for Sale) | 10 | 94 | ||||
| Gain on sale of property, plant, and equipment | (238 | ) | (1,452 | ) | ||
| Loss from investment in unconsolidated joint venture | 125 | 114 | ||||
| Foreign currency exchange loss (gain) | 109 | (17 | ) | |||
| Changes in assets and liabilities, net of effects of acquisition and disposal of business: | ||||||
| Accounts receivable | (1,994 | ) | 2,339 | |||
| Inventories | (837 | ) | 3,841 | |||
| Other current assets | 342 | 41 | ||||
| Other assets | (48 | ) | (65 | ) | ||
| Accounts payable | 499 | (3,427 | ) | |||
| Deferred revenue | 103 | (410 | ) | |||
| Accrued expenses and deferred compensation | (1,017 | ) | (1,492 | ) | ||
| Accrued restructuring costs | (124 | ) | 124 | |||
| Income taxes | (126 | ) | (2,329 | ) | ||
| Net cash provided by operating activities | 4,970 | 13,873 | ||||
| Cash flows from investing activities: | ||||||
| Net cash paid for acquisition of businesses | — | (12,096 | ) | |||
| Capital expenditures | (4,585 | ) | (3,261 | ) | ||
| Proceeds from the sale of property, plant, and equipment | 672 | 1,894 | ||||
| Proceeds from long-term note receivable associated with discontinued operation | 1,523 | — | ||||
| Investment in unconsolidated joint venture | (220 | ) | (120 | ) | ||
| Proceeds from the sale of short-term investments (Held to Maturity) | 6,100 | 25,680 | ||||
| Purchase of short-term and long-term investments (Held to Maturity) | (7,465 | ) | — | |||
| Proceeds from the sale of short-term investments (Available for Sale) | 6,606 | 2,458 | ||||
| Purchase of short-term investments (Available for Sale) | (7,555 | ) | (10 | ) | ||
| Proceeds from the sale of long-term investments (Rabbi Trust) | — | 1,233 | ||||
| Purchase of long-term investments (Rabbi Trust) | (788 | ) | (1,011 | ) | ||
| Proceeds from life insurance policy | — | 394 | ||||
| Net cash (used in) provided by investing activities | (5,712 | ) | 15,161 | |||
| Cash flows from financing activities: | ||||||
| Proceeds from lines of credit | 30,765 | 12,000 | ||||
| Payments associated with lines of credit | — | (12,000 | ) | |||
| Proceeds from Paycheck Protection Plan loan | 7,606 | — | ||||
| Payments on vendor-financed capital expenditures | — | (1,412 | ) | |||
| Proceeds from subordinated loan payable associated with the<br><br><br>noncontrolling interest of discontinued operation | 250 | 675 | ||||
| Cash paid for acquisition of businesses | (1,532 | ) | — | |||
| Dividends paid | (5,075 | ) | (4,732 | ) | ||
| Common stock repurchased | (1,680 | ) | (3,323 | ) | ||
| Common stock surrendered for withholding taxes payable | (51 | ) | (1,319 | ) | ||
| Capital contribution associated with the noncontrolling interest<br><br><br>of discontinued operation | 360 | — | ||||
| Payments of debt issuance costs | — | (50 | ) | |||
| Net cash provided by (used in) financing activities | 30,643 | (10,161 | ) | |||
| Effect of exchange rate changes on cash and cash equivalents | (119 | ) | (93 | ) | ||
| Increase in cash and cash equivalents | 29,782 | 18,780 | ||||
| Cash and cash equivalents at beginning of year | 40,008 | 21,228 | ||||
| Cash and cash equivalents at end of year | $ | 69,790 | $ | 40,008 | ||
| Free Cash Flow (1) | $ | 1,453 | $ | 11,497 |
Page 7 of 12
| (1) Free Cash Flow reconciliation is as follows: | ||||||
|---|---|---|---|---|---|---|
| FY 2020 | FY 2019 | |||||
| A) Net cash provided by operating activities | $ | 4,970 | 13,873 | |||
| B) Minus: Capital Expenditures | (4,585 | ) | (3,261 | ) | ||
| C) Plus: Proceeds from the sale of property, plant, and equipment | 672 | 1,894 | ||||
| D) Plus: Proceeds from long-term note receivable associated with<br><br><br>discontinued operation | 1,523 | — | ||||
| E) Minus: Investment in unconsolidated joint venture | (220 | ) | (120 | ) | ||
| F) Plus: 'Proceeds from life insurance policy | — | 394 | ||||
| G) Minus: Payments on vendor-financed capital expenditures | — | (1,412 | ) | |||
| H) Plus: Proceeds from the sale of long-term investments (Rabbi Trust) | — | 1,233 | ||||
| I) Minus: Purchase of long-term investments (Rabbi Trust) | (788 | ) | (1,011 | ) | ||
| J) Effects of exchange rate changes on cash and cash equivalents | (119 | ) | (93 | ) | ||
| Free Cash Flow | $ | 1,453 | 11,497 |
Page 8 of 12
CULP, INC. FINANCIAL INFORMATION RELEASE
STATEMENTS OF OPERATIONS BY SEGMENT
FOR THE THREE MONTHS ENDED MAY 3, 2020 AND APRIL 28, 2019
(Unaudited)
(Amounts in thousands)
| THREE MONTHS ENDED | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amounts | Percent of Total Sales | |||||||||||||||
| May 3, | April 28, | % Over | May 3, | April 28, | ||||||||||||
| Net Sales by Segment | 2020 | 2019 | (Under) | 2020 | 2019 | |||||||||||
| Mattress Fabrics | $ | 23,354 | 37,981 | (38.5 | )% | 49.3 | % | 56.7 | % | |||||||
| Upholstery Fabrics | 24,024 | 29,042 | (17.3 | )% | 50.7 | % | 43.3 | % | ||||||||
| Net Sales | $ | 47,378 | 67,023 | (29.3 | )% | 100.0 | % | 100.0 | % | |||||||
| Gross Profit (Loss) from Continuing | Gross Profit | |||||||||||||||
| Operations by Segment | (Loss) Margin | |||||||||||||||
| Mattress Fabrics | $ | (270 | ) | 5,854 | (104.6 | )% | (1.2 | )% | 15.4 | % | ||||||
| Upholstery Fabrics | 3,315 | 5,341 | (37.9 | )% | 13.8 | % | 18.4 | % | ||||||||
| Gross Profit From Continuing Operations | $ | 3,045 | 11,195 | (72.8 | )% | 6.4 | % | 16.7 | % | |||||||
| Selling, General and Administrative Expenses | ||||||||||||||||
| by segment | Percent of Sales | |||||||||||||||
| Mattress Fabrics | $ | 2,494 | 3,155 | (21.0 | )% | 10.7 | % | 8.3 | % | |||||||
| Upholstery Fabrics | 2,825 | 3,565 | (20.8 | )% | 11.8 | % | 12.3 | % | ||||||||
| Unallocated Corporate expenses | 2,008 | 2,038 | (1.5 | )% | 4.2 | % | 3.0 | % | ||||||||
| Selling, General and Administrative Expenses | $ | 7,327 | 8,758 | (16.3 | )% | 15.5 | % | 13.1 | % | |||||||
| (Loss) Income from Continuing | Operating (Loss) | |||||||||||||||
| Operations by Segment | Income Margin | |||||||||||||||
| Mattress Fabrics | $ | (2,764 | ) | 2,698 | (202.4 | )% | (11.8 | )% | 7.1 | % | ||||||
| Upholstery Fabrics | 490 | 1,777 | (72.4 | )% | 2.0 | % | 6.1 | % | ||||||||
| Unallocated corporate expenses | (2,008 | ) | (2,038 | ) | (1.5 | )% | (4.2 | )% | (3.0 | )% | ||||||
| Subtotal | (4,282 | ) | 2,437 | (275.7 | )% | (9.0 | )% | 3.6 | % | |||||||
| Asset Impairments | (1) | (13,712 | ) | — | 100.0 | % | (28.9 | )% | 0.0 | % | ||||||
| (Loss) Income From Continuing Operations | $ | (17,994 | ) | 2,437 | N.M. | (38.0 | )% | 3.6 | % | |||||||
| Depreciation Expense by Segment | ||||||||||||||||
| Mattress Fabrics | $ | 1,695 | 1,742 | (2.7 | )% | |||||||||||
| Upholstery Fabrics | 187 | 191 | (2.1 | )% | ||||||||||||
| Discontinued Operation | 64 | 97 | (34.0 | )% | ||||||||||||
| Depreciation Expense | $ | 1,946 | 2,030 | (4.1 | )% |
Notes
| (1) | See page 10 for our Reconciliation of Selected Income Statement Information to Adjusted Results for the three-month periods ending May 3, 2020 and April 28, 2019, for a description of this asset impairment. |
|---|
Page 9 of 12
CULP, INC. FINANCIAL INFORMATION RELEASE
STATEMENTS OF OPERATIONS BY SEGMENT
FOR THE TWELVE MONTHS ENDED MAY 3, 2020 AND APRIL 28, 2019
(Unaudited)
(Amounts in thousands)
| TWELVE MONTHS ENDED | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amounts | Percent of Total Sales | ||||||||||||||||
| May 3, | April 28, | % Over | May 3, | April 28, | |||||||||||||
| Net Sales by Segment | 2020 | 2019 | (Under) | 2020 | 2019 | ||||||||||||
| Mattress Fabrics | $ | 131,412 | 145,671 | (9.8 | )% | 51.3 | % | 51.8 | % | ||||||||
| Upholstery Fabrics | 124,754 | 135,654 | (8.0 | )% | 48.7 | % | 48.2 | % | |||||||||
| Net Sales | $ | 256,166 | 281,325 | (8.9 | )% | 100.0 | % | 100.0 | % | ||||||||
| Gross Profit from Continuing | |||||||||||||||||
| Operations by Segment | Gross Profit Margin | ||||||||||||||||
| Mattress Fabrics | $ | 16,278 | 22,904 | (28.9 | )% | 12.4 | % | 15.7 | % | ||||||||
| Upholstery Fabrics | 24,220 | 25,373 | (4.5 | )% | 19.4 | % | 18.7 | % | |||||||||
| Subtotal | 40,498 | 48,277 | (16.1 | )% | 15.8 | % | 17.2 | % | |||||||||
| Other non-recurring charges | — | (1) | (159 | ) | (100.0 | )% | 0.0 | % | (0.1 | )% | |||||||
| Restructuring related charges | — | (1) | (2,349 | ) | (100.0 | )% | 0.0 | % | (0.8 | )% | |||||||
| Gross Profit | $ | 40,498 | 45,769 | (11.5 | )% | 15.8 | % | 16.3 | % | ||||||||
| Selling, General and Administrative Expenses | |||||||||||||||||
| by Segment | Percent of Sales | ||||||||||||||||
| Mattress Fabrics | $ | 11,354 | 11,296 | 0.5 | % | 8.6 | % | 7.8 | % | ||||||||
| Upholstery Fabrics | 14,353 | 14,551 | (1.4 | )% | 11.5 | % | 10.7 | % | |||||||||
| Unallocated Corporate expenses | 8,717 | 6,838 | 27.5 | % | 3.4 | % | 2.4 | % | |||||||||
| Subtotal | 34,424 | 32,685 | 5.3 | % | 13.4 | % | 11.6 | % | |||||||||
| Other non-recurring charges | — | (1) | 518 | (100.0 | )% | 0.0 | % | 0.2 | % | ||||||||
| Restructuring related charges | — | (1) | 40 | (100.0 | )% | 0.0 | % | 0.0 | % | ||||||||
| Selling, General and Administrative Expenses | $ | 34,424 | 33,243 | 3.6 | % | 13.4 | % | 11.8 | % | ||||||||
| (Loss) Income from Continuing | Operating (Loss) | ||||||||||||||||
| Operations by Segment | Income Margin | ||||||||||||||||
| Mattress Fabrics | $ | 4,924 | 11,607 | (57.6 | )% | 3.7 | % | 8.0 | % | ||||||||
| Upholstery Fabrics | 9,867 | 10,823 | (8.8 | )% | 7.9 | % | 8.0 | % | |||||||||
| Unallocated corporate expenses | (8,717 | ) | (6,838 | ) | 27.5 | % | (3.4 | )% | (2.4 | )% | |||||||
| Subtotal | $ | 6,074 | 15,592 | (61.0 | )% | 2.4 | % | 5.5 | % | ||||||||
| Asset Impairments | (1) | (13,712 | ) | — | 100.0 | % | (5.4 | )% | 0.0 | % | |||||||
| Other non-recurring charges | — | (1) | (678 | ) | (100.0 | )% | 0.0 | % | (0.2 | )% | |||||||
| Restructuring credit and related charges | (1) | 70 | (1) | (1,563 | ) | N.M. | 0.0 | % | (0.6 | )% | |||||||
| (Loss) income from continuing operations | (7,568 | ) | 13,351 | N.M. | (3.0 | )% | 4.7 | % | |||||||||
| Depreciation Expense by Segment | |||||||||||||||||
| Mattress Fabrics | $ | 6,712 | 7,008 | (4.2 | )% | ||||||||||||
| Upholstery Fabrics | 765 | 787 | (2.8 | )% | |||||||||||||
| Discontinued Operation | 350 | 322 | 8.7 | % | |||||||||||||
| Depreciation Expense | $ | 7,827 | 8,117 | (3.6 | )% |
Notes
| (1) | See page 11 for our Reconciliation of Selected Income Statement Information to Adjusted Results for the twelve-month periods enidng May 3, 2020 and April 28, 2019, for descriptions of these charges and credits. |
|---|
Page 10 of 12
CULP, INC.
RECONCILIATION OF SELECTED INCOME STATEMENT INFORMATION TO ADJUSTED RESULTS
FOR THE THREE MONTHS ENDED MAY 3, 2020 AND APRIL 28, 2019
| May 3, | As | April 28, | ||||||||||||||||
| 2020 | Reported | 2019 | ||||||||||||||||
| Adjusted | April 28, | Adjusted | ||||||||||||||||
| Adjustments | Results | 2019 | Adjustments | Results | ||||||||||||||
| Gross profit from continuing operations | 3,045 | — | 3,045 | 11,195 | — | 11,195 | ||||||||||||
| Selling, general and administrative<br><br><br>expenses | (7,327 | ) | — | (7,327 | ) | (8,758 | ) | — | (8,758 | ) | ||||||||
| Asset impairments | (13,712 | ) | (1) | 13,712 | — | — | — | — | ||||||||||
| (Loss) income from continuing operations | (17,994 | ) | 13,712 | (4,282 | ) | 2,437 | - | 2,437 | ||||||||||
| Other expense | (426 | ) | — | (426 | ) | (670 | ) | (2) | 500 | (170 | ) | |||||||
| (Loss) income before income taxes from<br><br><br>continuing operations | (18,383 | ) | 13,712 | (4,671 | ) | 1,988 | 500 | 2,488 |
All values are in US Dollars.
Notes
| (1) | During the three-month period ending May 3, 2020, we incurred asset impairment charges totaling $13.7 million that pertained to goodwill and certain intangible assets. Of this $13.7 million, $11.5 million and $2.2 million were associated with the mattress fabrics segment and upholstery fabrics segment, respectively. |
|---|---|
| (2) | Other expense for the three-month period ending April 28, 2019, included a $500 non-recurring charge for an endowed scholarship to the University of North Carolina at Chapel Hill in honor of our Co-Founder and former Chairman of the Board. This charitable contribution is being paid over a period of three years. |
| --- | --- |
Page 11 of 12
CULP, INC.
RECONCILIATION OF SELECTED INCOME STATEMENT INFORMATION TO ADJUSTED RESULTS
FOR THE TWELVE MONTHS ENDED MAY 3, 2020 AND APRIL 28, 2019
| May 3, | As | April 28, | ||||||||||||||||||
| 2020 | Reported | 2019 | ||||||||||||||||||
| Adjusted | April 28, | Adjusted | ||||||||||||||||||
| Adjustments | Results | 2019 | Adjustments | Results | ||||||||||||||||
| Gross profit from continuing operations | 40,498 | — | 40,498 | 45,769 | (3) | 2,508 | 48,277 | |||||||||||||
| Selling, general and administrative<br><br><br>expenses | (34,424 | ) | — | (34,424 | ) | (33,243 | ) | (4) | 558 | (32,685 | ) | |||||||||
| Asset impairments | (13,712 | ) | (1) | 13,712 | — | — | — | — | ||||||||||||
| Restructuring credit | 70 | (2) | (70 | ) | — | 825 | (5) | (825 | ) | — | ||||||||||
| (Loss) income from continuing operations | (7,568 | ) | 13,642 | 6,074 | 13,351 | 2,241 | 15,592 | |||||||||||||
| Other expense | (902 | ) | — | (902 | ) | (1,383 | ) | (6) | 500 | (883 | ) | |||||||||
| (Loss) income before income taxes from<br><br><br>continuing operations | (7,679 | ) | 13,642 | 5,963 | 12,722 | 2,741 | 15,463 |
All values are in US Dollars.
Notes
| (1) | During the year ending May 3, 2020, we incurred asset impairment charges totaling $13.7 million that pertained to goodwill and certain intangible assets. Of this $13.7 million, $11.5 million and $2.2 million were associated with the mattress fabrics segment and upholstery fabrics segment, respectively. |
|---|---|
| (2) | The $70 restructuring credit pertains to employee termination benefits associated with the closure of our Anderson, SC upholstery fabrics facility. |
| --- | --- |
| (3) | The $2.5 million represents a restructuring related charge of $1.6 million for inventory markdowns, $784 for other operating costs associated with closed Anderson, SC upholstery fabrics facility, and $159 for employee termination benefits and other operational reorganization costs associated with our mattress fabrics segment. |
| --- | --- |
| (4) | The $558 consists of a non-recurring charge totaling $469 that was associated with the accelerated vesting of certain stock-based compensation agreements. Of this $469 non-recurring charge, $429 and $40 pertain to unallocated corporate expenses and a restructuring related charge associated with our closed Anderson, SC upholstery fabrics facility. Additionally, the $558 consists of a non-recurring charge of $89 for employee termination benefits and operational reorganization costs associated with our mattress fabrics segment. |
| --- | --- |
| (5) | The $825 restructuring credit represents a $1.5 million gain on sale of property, plant, and equipment associated with our closed Anderson, SC upholstery fabrics facility, partially offset by a charge of $661 for employee termination benefits. |
| --- | --- |
| (6) | Other expense for the year ending April 28, 2019, included a $500 non-recurring charge for an endowed scholarship to the University of North Carolina at Chapel Hill in honor of our Co-Founder and former Chairman of the Board. The charitable contribution is being paid over a period of three years. |
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Page 12 of 12
CULP, INC. FINANCIAL INFORMATION RELEASE
CONSOLIDATED STATEMENTS OF ADJUSTED EBITDA
FOR THE TWELVE MONTHS ENDED MAY 3, 2020 AND APRIL 28, 2019
(UNAUDITED)
(AMOUNTS IN THOUSANDS)
| Amounts | ||||||
|---|---|---|---|---|---|---|
| May 3, | April 28, | |||||
| 2020 | 2019 | |||||
| Net (loss) income | $ | (28,667 | ) | $ | 5,458 | |
| Loss before income taxes from discontinued operations | 17,577 | 726 | ||||
| Income tax expense from continuing operations | 3,354 | 6,537 | ||||
| Interest income, net | (791 | ) | (754 | ) | ||
| Asset impairments from continuing operations | 13,712 | — | ||||
| Restructuring credit and related charges | (70 | ) | 1,563 | |||
| Other non-recurring charges | — | 1,178 | ||||
| Depreciation expense - continuing operations | 7,477 | 7,795 | ||||
| Amortization expense | 647 | 780 | ||||
| Stock based compensation | 614 | 130 | ||||
| Adjusted EBITDA | $ | 13,853 | $ | 23,413 | ||
| % Net Sales | 5.4 | % | 8.3 | % |