CULP, INC. EMPLOYEES' RETIREMENT BUILDER PLAN
Report of Independent Registered Public Accounting Firm
To the Plan Participants and Retirement Committee of the
Culp, Inc. Employees’ Retirement Builder Plan
High Point, North Carolina
Opinion
We have audited the accompanying statement of net assets available for benefits of the Culp, Inc. Employees’ Retirement Builder Plan (the “Plan”) as of December 31, 2022, the related statement of changes in net
assets available for benefits for the year then ended, and the related notes (collectively, the “2022 financial statements”). In our opinion, the 2022 financial statements present fairly, in all material respects, the net assets available for
benefits of the Plan as of December 31, 2022, and the changes in net assets available for benefits for the year ended in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
Basis for Opinion
The 2022 financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the 2022 financial statements based on our audit. We are a public accounting firm
registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of
the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the 2022 financial statements are free
of material misstatement, whether due to error or fraud.
Our audit included performing procedures to assess the risk of material misstatement of the 2022 financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such
procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the 2022 financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by the Plan’s
management, as well as evaluating the overall presentation of the 2022 financial statements. We believe that our audit provides a reasonable basis for our opinion.
CULP, INC. EMPLOYEES' RETIREMENT BUILDER PLAN
Supplemental Information
The supplemental information in the accompanying schedule of assets (held at end of year) as of December 31, 2022, has been subjected to audit procedures performed in conjunction with the audit of the Plan’s 2022
financial statements. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the 2022 financial statements or the underlying
accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated
whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our
opinion, the supplemental information is fairly stated, in all material respects, in relation to the 2022 financial statements as a whole.
We have served as the Plan’s auditor since 2022.
/s/ GreerWalker LLP
June 27, 2023
Charlotte, North Carolina
CULP, INC. EMPLOYEES' RETIREMENT BUILDER PLAN
Report of Independent Registered Public Accounting Firm
To the Plan Participants and Retirement Committee of the
Culp, Inc. Employees’ Retirement Builder Plan
High Point, North Carolina
Opinion on the Financial Statements
We have audited the accompanying statement of net assets available for benefits of the Culp, Inc. Employees’ Retirement Builder Plan (the “Plan”) as of December 31, 2021, the related statements of changes in net
assets available for benefits for the years ended December 31, 2021, and 2020, and the related notes (collectively, the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets
available for benefits of the Plan as of December 31, 2021, and the changes in net assets available for benefits for the years ended December 31, 2021, and 2020, in conformity with accounting principles generally accepted in the United States of
America.
Basis for Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm
registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of
the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of
material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risk of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such
procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by the Plan’s
management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Smith Leonard PLLC
We have served as the Plan’s auditor since 2012 through 2021.
High Point, North Carolina
June 23, 2022
NOTE A - DESCRIPTION OF PLAN
The following description of the Culp, Inc. Employees’ Retirement Builder Plan (the “Plan”) provides only general information. Participants should refer to the summary plan description for a more complete
description of the Plan’s provisions.
General
The Plan is a defined contribution plan covering all full-time employees of Culp, Inc., and its subsidiaries (the “Company”) who have three months of continuous service and are at least 21 years of age. Employees
who elect to participate in the Plan may do so in the next available payroll period. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).
CARES Act
On March 27, 2020, the Coronavirus Aid Relief and Economic Security Act, also known as the CARES Act, was signed into law by President Donald J. Trump. The CARES act contained several provisions that temporarily
affected 401(k) plans through December 31, 2020. These provisions included the waiver of required minimum distributions, a new hardship withdrawal option, increased loan limits, and a loan payment pause option. The Company incorporated the
required minimum distributions and new hardship withdrawal option provisions into the Plan. The requirements regarding the increased loan limits and a loan payment pause option were not incorporated into the Plan, as the Plan does not permit
loans to participants.
The Company did not make any additional changes to the provisions of the Plan, as employer matching contributions were still in effect and participants continued to make salary deferral contributions to the Plan.
Contributions
Each year, participants may contribute compensation, as defined in the Plan document, subject to certain Internal Revenue Code (“IRC”) limitations. Participants who have attained age 50 before the end of the Plan
year are eligible to make catch-up contributions. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans. Participants direct the investment of their contributions
into various investment options offered by the Plan. The Plan currently offers various registered investment company funds, one common and collective trust fund, and Culp, Inc. common stock as investment options for participants. The Company
makes matching safe harbor contributions equal to 100% of the participant’s contribution up to the first 4% of annual compensation contributed to the Plan. An employee who is eligible to participate in the Plan but does not either affirmatively
elect to decline participation or designate a specified amount to be contributed to the Plan, is required to have their compensation reduced by 3%, which is in turn contributed into the Plan’s MassMutual Select T. Rowe Price Retirement Series.
Employees who elect to participate in the Plan are required to contribute at least 2% of their annual compensation to the Plan.
CULP, INC. EMPLOYEES' RETIREMENT BUILDER PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2022, 2021 AND 2020
Additional profit-sharing amounts may be contributed at the option of the Company. No profit-sharing contributions were made during the years ended December 31, 2022, 2021, or 2020.
Participant Accounts
Each participant’s account is credited with the participant’s contributions and Company matching contributions, as well as allocations of (a) the Company’s profit-sharing contributions, (b) Plan earnings, and (c)
Plan administrative expenses. Allocations are based on participant earnings, account balances, or specific transactions, as defined in the Plan. The benefit to which a participant is entitled is the benefit that can be provided from the
participant’s vested account.
Vesting
Participants are immediately vested in their own voluntary contributions and the Company’s matching contributions plus actual earnings thereon.
Notes Receivable from Participants
Notes receivable from participants are not permitted by the Plan.
Payment of Benefits
Upon termination of service due to death, disability, retirement, or other reasons as defined by the Plan, participants may receive a lump-sum distribution equal to the value of the participant’s vested interest in
the Plan. In-service distributions may be made to participants who have reached age 59 1/2. Withdrawals from the Plan may also be made upon circumstances of financial hardship, in accordance with provisions specified by the Plan.
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The financial statements of the Plan are prepared under the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America (“GAAP”).
Investment Valuation and Income Recognition
The Plan’s investments are stated at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the
measurement date. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation or depreciation includes the Plan's gains
and losses on investments bought and sold as well as held during the year.
CULP, INC. EMPLOYEES' RETIREMENT BUILDER PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2022, 2021 AND 2020
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported
amounts of assets and liabilities and changes therein, and disclosures. Actual results could differ from those estimates.
Contributions
Contributions from participants are recorded as they are withheld from the participants’ wages. Contributions from the Employer are recorded in the period in which the related participant contributions are due.
Payment of Benefits
Benefits are recorded when paid.
Administrative Expenses
Certain expenses of maintaining the Plan are paid by the Plan, unless otherwise paid by the Company. Expenses that are paid by the Company are excluded from these financial statements. Investment related expenses
are included in net (depreciation) appreciation in fair value of investments.
NOTE C - FAIR VALUE MEASUREMENTS
The Financial Accounting Standards Board issued a statement that defines fair value and establishes a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs
to valuation techniques used to measure fair value. The hierarchy gives the highest priority to quoted market prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level
3 measurement). The three levels of fair value hierarchy are described as follows:
Level 1 - Quoted market prices in active markets for identical assets and liabilities,
Level 2 - Inputs other than level 1 inputs that are either directly or indirectly observable, and
Level 3 - Unobservable inputs developed using the company’s estimates and assumptions, which reflect those a market participant would use.
A financial instrument's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The following is a description of the valuation
methodologies used for instruments measured at fair value, including the general classification of such instruments pursuant to the valuation hierarchy. There have been no changes in the methodologies used during the years ended December 31,
2022, 2021, and 2020, respectively.
Registered Investment Companies
Valued at the daily closing price as reported by the fund. The funds held by the Plan are open-end mutual funds that are registered with the Securities and Exchange Commission. These funds are required to publish
their daily net asset value (“NAV”) and to transact at that price. The mutual funds held by the Plan are deemed to be actively traded.
CULP, INC. EMPLOYEES' RETIREMENT BUILDER PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2022, 2021 AND 2020
Common and Collective Trust Fund
This investment is valued using the NAV as a practical expedient and is not classified in the fair value hierarchy. There are no participant redemption restrictions for this investment; the redemption notice period
is applicable only to the Plan.
The following tables present information for which the NAV per share practical expedient was used:
|
|
December 31, 2022
|
|
|
|
|
|
Redemption
|
|
|
|
|
Frequency (If
|
|
|
|
Unfunded
|
Currently
|
Redemption
|
Description
|
Fair Value
|
Commitments
|
Eligible)
|
Notice Period
|
|
|
|
|
|
|
|
|
|
|
Invesco Stable Value Trust Fund
|
$ 6,366,630
|
N/A
|
Daily
|
12 months
|
|
|
|
December 31, 2021
|
|
|
|
|
|
Redemption
|
|
|
|
|
Frequency (If
|
|
|
|
Unfunded
|
Currently
|
Redemption
|
Description
|
Fair Value
|
Commitments
|
Eligible)
|
Notice Period
|
|
|
|
|
|
|
|
|
|
|
Invesco Stable Value Trust Fund
|
$ 6,572,698
|
N/A
|
Daily
|
12 months
|
Culp, Inc. Common Stock
This investment is valued at the closing price reported on the New York Stock Exchange, which is the active market in which the individual security is traded. This investment is classified within Level 1 of the
valuation hierarchy.
The Plan held 155,313 shares and 107,468 shares of the Company’s common stock as of December 31, 2022, and 2021, respectively. The cost basis of these shares of the Company’s common stock was $1,142,427 and
$1,020,930 as of December 31, 2022, and 2021, respectively.
Money Market Fund
This investment is a public investment vehicle valued using $1 for the NAV. The money market fund is classified within Level 2 of the valuation hierarchy.
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods
are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting
date.
CULP, INC. EMPLOYEES' RETIREMENT BUILDER PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2022, 2021 AND 2020
The following tables present information about assets and liabilities measured at fair value on a recurring basis:
Fair Value Measurements as of December 31, 2022, using:
|
|
|
|
Quoted Prices in
Active Markets
for Identical
Assets
|
|
|
Significant other
Observable Inputs
|
|
|
Significant
Unobservable
Inputs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Description
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments at fair value:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Registered investment companies
|
|
$
|
33,664,307
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
33,664,307
|
|
Culp, Inc. common stock
|
|
|
714,602
|
|
|
|
-
|
|
|
|
-
|
|
|
|
714,602
|
|
Money market fund
|
|
|
-
|
|
|
|
29,073
|
|
|
|
-
|
|
|
|
29,073
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments in the fair value hierarchy
|
|
$
|
34,378,909
|
|
|
$
|
29,073
|
|
|
$
|
-
|
|
|
|
34,407,982
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments at net asset value, as a practical expedient:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common and collective trust fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,336,630
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments at fair value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
40,774,612
|
|
Fair Value Measurements as of December 31, 2021, using:
|
|
|
|
Quoted Prices in
Active Markets
for Identical
Assets
|
|
|
Significant other
Observable Inputs
|
|
|
Significant
Unobservable
Inputs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Description
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments at fair value:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Registered investment companies
|
|
$
|
41,560,022
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
41,560,022
|
|
Culp, Inc. common stock
|
|
|
1,022,020
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,022,020
|
|
Money market fund
|
|
|
-
|
|
|
|
46,901
|
|
|
|
-
|
|
|
|
46,901
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments in the fair value hierarchy
|
|
$
|
42,582,042
|
|
|
$
|
46,901
|
|
|
$
|
-
|
|
|
|
42,628,943
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments at net asset value:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
as a practical expedient:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common and collective trust fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,572,698
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments at fair value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
49,201,641
|
|
CULP, INC. EMPLOYEES' RETIREMENT BUILDER PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2022, 2021 AND 2020
NOTE D - EXEMPT PARTY-IN-INTEREST TRANSACTIONS
During the years ended December 31, 2022, 2021, and 2020, Plan investments include shares of the Company’s common stock and therefore, transactions associated with the Company’s common stock qualify as
party-in-interest. During the year ended December 31, 2020, Plan investments included shares of mutual funds managed by MassMutual Select Funds, an affiliate of the former administrator of the Plan, MassMutual Retirement Services, LLC. Therefore,
transactions associated with mutual funds managed by MassMutual Select Funds qualified as party-in-interest.
Commencing on January 1, 2021, Empower Retirement, a wholly owned subsidiary of Great West Life & Annuity Insurance Company has served as Plan administrator during the years ended December 31, 2022, and 2021.
MassMutual Retirement Services, LLC served as Plan administrator during the year ended December 31, 2020.
NOTE E – ADMINISTRATIVE EXPENSES
Administrative fees paid directly by the Plan to Raymond James Financial Services for investment advisory and other administrative services were $86,965, $92,939, and $81,922 during the years ended December 31,
2022, 2021 and 2020, respectively.
Administrative fees paid directly by the Plan to Smith Leonard PLLC for audit services were $15,000, $14,500, and $14,455 during the years ended December 31, 2022, 2021 and 2020, respectively.
Administrative fees paid directly by the Plan to Empower Annuity Insurance Company of America was $7,025, during the year ended December 31, 2022.
Administrative fees paid directly by the Plan to Great-West Life & Annuity Insurance Company were $4,540 and $9,010 during the years ended December 31, 2022, and 2021, respectively.
Administrative fees paid directly by the Plan to MassMutual Retirement Services, LLC was $7,150, during the year ended December 31, 2020.
NOTE F - PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA.
NOTE G - TAX STATUS
The Plan has adopted a prototype plan document sponsored by the Plan’s trustee. The Internal Revenue Service has determined and informed the Plan’s trustee by a letter dated June 30, 2020, that the Plan is designed
and in compliance with the applicable requirements of the IRC. The Plan administrator and the Plan’s tax counsel believe that the Plan is designed and currently being operated in compliance with the applicable requirements of the IRC and,
therefore, believe that the Plan is qualified, and the related trust is tax-exempt.
GAAP requires management to evaluate tax positions taken by the Plan and recognize a tax liability if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by
the taxing authorities. The Plan has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2022, and 2021, there are no uncertain positions taken or expected to be taken that would require recognition of a
liability or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits of any tax periods in progress.
CULP, INC. EMPLOYEES' RETIREMENT BUILDER PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2022, 2021 AND 2020
NOTE H - TRANSFER OF PLAN ASSETS
On June 22, 2018, the Company acquired a majority ownership interest in eLuxury, LLC (eLuxury), a company that offers bedding accessories and home goods directly to consumers and businesses through its e-commerce
and business-business sales channels. Effective March 31, 2020, the Company sold its entire majority ownership interest in eLuxury and therefore, employees of eLuxury are no longer able to participate in the Plan. As a result, net assets totaling
$663,059 were transferred out of the Plan.
NOTE I - RISKS AND UNCERTAINTIES
The Plan invests in various investment securities. Investment securities are exposed to various risks, such as inflation, unemployment, interest rate, credit, and overall market volatility. Due to the level of risk
associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the participants’ account balances and
the amounts reported in the Statements of Net Assets Available for Benefits.
SUPPLEMENTAL INFORMATION