UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~January 28, 2018~~

August 2, 2020

Commission File No. 1-12597

CULP, INC.

(Exact name of registrant as specified in its charter)

NORTH CAROLINA

56-1001967

(State or other jurisdiction of

~~(I.R.S. Employer Identification No.)~~

incorporation or other organization)

(I.R.S. Employer

Identification No.)


	1823 Eastchester Drive
	High Point, North Carolina		27265-1402
	(Address of principal executive offices)		(zip code)

(336) 889-5161

(Registrant's telephone number, including area code)

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

		Name of Each Exchange
Title of Each Class	Trading Symbol(s)	On Which Registered
Common Stock, par value $.05/ Share	CULP	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to ~~the~~such filing requirements for ~~at least~~ the past 90 days. ☒ YES NO ☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period after the registrant was required to submit ~~and post~~ such files). ~~☒YES~~☒ YES NO ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer, ~~large accelerated filer, smaller~~” “smaller reporting company,” and ~~emerging~~“emerging growth company” in Rule 12b-2 of the Exchange Act.

~~Large accelerated filer~~

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. ☐~~Accelerated filer ☒~~ ~~Non-accelerated filer ☐~~

~~Smaller Reporting Company ☐~~ ~~Emerging Growth Company ☐~~

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ YES NO ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

Common shares outstanding at ~~January 28, 2018: 12,450,276~~

September 8, 2020: 12,297,830

Par Value: $0.05 per share

INDEX TO FORM 10-Q

For the period ended ~~January 28, 2018~~

August 2, 2020

		~~Page~~

	Part I - Financial Statements		Page

Item 1.		Financial Statements: (Unaudited)		I-1

		Consolidated Statements of Net (Loss) Income — Three Months Ended August 2, 2020, and ~~Nine Months~~August 4, 2019		I-1
	~~Ended January 28, 2018 and January 29, 2017~~	~~I-1~~

	Consolidated Statements of Comprehensive (Loss) Income – Three Months Ended August 2, 2020, and ~~Nine~~August 4, 2019		I-2
	~~Months Ended January 28, 2018 and January 29, 2017~~	~~I-2~~

	Consolidated Balance Sheets — ~~January 28, 2018, January 29, 2017,~~August 2, 2020, August 4, 2019, and May 3, 2020		I-3
	~~April 30, 2017~~	~~I-3~~

	Consolidated Statements of Cash Flows — ~~Nine~~Three Months Ended ~~January 28,~~August 2, 2020, and August 4, 2019		I-4
	~~2018 and January 29, 2017~~

	Consolidated Statements of Shareholders’ Equity – Three Months Ended August 2, 2020		I-5

		Consolidated Statements of Shareholders’ Equity – Three Months Ended August 4, 2019		I-6

		Notes to Consolidated Financial Statements	~~I-6~~	I-7

		Cautionary Statement Concerning Forward-Looking Information		I-30

Item 2.		Management's Discussion and Analysis of Financial Condition and Results of Operations		I-31
	~~Operations~~	~~I-31~~

Item 3.		Quantitative and Qualitative Disclosures About Market Risk	~~I-50~~	I-43

Item 4.		Controls and Procedures	~~I-50~~	I-43

		Part II - Other Information

Item 1.		Legal Proceedings		II-1

Item 1A.		Risk Factors		II-1

Item 22.		Unregistered Sales of Equity Securities and Use of Proceeds		II-1

Item 6.	~~Exhibits~~	Exhibits		II-2

Signatures			~~II-3~~



		II-3

Item 1: Financial Statements

CULP, INC.

CONSOLIDATED STATEMENTS OF NET (LOSS) INCOME

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~JANUARY 28, 2018~~AUGUST 2, 2020 AND ~~JANUARY 29, 2017~~

AUGUST 4, 2019

UNAUDITED

(Amounts in Thousands, Except for Per Share Data)

THREE MONTHS ENDED

January 28, January 29,
2018 2017

Net sales $ 85,310 76,169
Cost of sales 67,707 59,410
Gross profit 17,603 16,759

Selling, general and
administrative expenses 9,959 9,824
Income from operations 7,644 6,935

Interest expense 31 -
Interest income (132 ) (124 )
Other expense 229 69
Income before income taxes 7,516 6,990

Income taxes 8,208 643

Loss from investment in unconsolidated joint venture 56 -
Net (loss) income $ (748 ) 6,347

Net (loss) income per share, basic $ (0.06 ) 0.52
Net (loss) income per share, diluted $ (0.06 ) 0.51
Average shares outstanding, basic 12,436 12,313
Average shares outstanding, diluted 12,436 12,544

NINE MONTHS ENDED

January
28, January
29,
2018 2017

Net sales $ 245,541 232,194
Cost of sales 195,668 180,115
Gross profit 49,873 52,079

Selling, general and
administrative expenses 28,876 29,171
Income from operations 20,997 22,908

Interest expense 69 -
Interest income (391 ) (164 )
Other expense 903 376
Income before income taxes 20,416 22,696

Income taxes 11,956 6,560

Loss from investment in unconsolidated joint venture 249 -
Net income $ 8,211 16,136

Net income per share, basic $ 0.66 1.31
Net income per share, diluted $ 0.65 1.29
Average shares outstanding, basic 12,425 12,302
Average shares outstanding, diluted 12,626 12,517

See accompanying notes to consolidated financial statements.

~~I - 1~~

	THREE MONTHS ENDED
	August 2,			August 4,
	2020			2019
Net sales	$	64,464		$	70,719
Cost of sales		(54,563	)		(58,307	)
Gross profit from continuing operations		9,901			12,412
Selling, general and administrative expenses		(8,018	)		(9,149	)
Restructuring credit		—			35
Income from continuing operations		1,883			3,298
Interest expense		(51	)		—
Interest income		58			260
Other expense		(366	)		(95	)
Income before income taxes from continuing operations		1,524			3,463
Income tax expense		(4,324	)		(1,692	)
Income from investment in unconsolidated joint venture		67			13
Net (loss) income from continuing operations		(2,733	)		1,784
Loss before income taxes from discontinued operation		—			(621	)
Income tax benefit		—			11
Net loss from discontinued operation		—			(610	)
Net (loss) income	$	(2,733	)	$	1,174
Net (loss) income from continuing operations per share - basic	$	(0.22	)	$	0.14
Net (loss) income from continuing operations per share - diluted	$	(0.22	)	$	0.14
Net loss from discontinued operation per share - basic		—		$	(0.05	)
Net loss from discontinued operation per share - diluted		—		$	(0.05	)
Net (loss) income per share - basic	$	(0.22	)	$	0.09
Net (loss) income per share - diluted	$	(0.22	)	$	0.09
Average shares outstanding, basic		12,287			12,399
Average shares outstanding, diluted		12,287			12,410

See accompanying notes to consolidated financial statements.

I-1

CULP, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~JANUARY 28, 2018~~AUGUST 2, 2020 AND ~~JANUARY 29, 2017~~AUGUST 4, 2019

UNAUDITED

(Amounts in Thousands)

	THREE MONTHS ENDED
	August 2,			August 4,
	2020			2019
Net (loss) income	$	(2,733	)	$	1,174
Unrealized holding gains on investments, net of tax		69			6
Comprehensive (loss) income	$	(2,664	)	$	1,180
Plus: Comprehensive loss attributable to noncontrolling interest associated with discontinued operation		—			164
Comprehensive (loss) income attributable to Culp, Inc. common shareholders	$	(2,664	)	$	1,344

See accompanying notes to consolidated financial statements.

I-2

CULP, INC.

CONSOLIDATED BALANCE SHEETS

AUGUST 2, 2020, AUGUST 4, 2019, AND MAY 3, 2020

UNAUDITED

(Amounts in Thousands)

	August 2,		August 4,		* May 3,
	2020		2019		2020
Current assets:
Cash and cash equivalents	$	39,986		44,236		69,790
Short-term investments - Held-To-Maturity		5,092		—		4,271
Short-term investments - Available for Sale		983		—		923
Accounts receivable, net		29,893		23,661		25,093
Inventories		40,402		47,593		47,907
Current income taxes receivable		782		776		1,585
Current assets - Discontinued operation		—		3,557		—
Other current assets		3,547		2,617		2,116
Total current assets		120,685		122,440		151,685
Property, plant and equipment, net		42,051		45,475		43,147
Goodwill		—		13,569		—
Intangible assets		3,286		3,805		3,380
Long-term investments - rabbi trust		7,916		7,347		7,834
Long-term investments - Held-To-Maturity		1,314		—		2,076
Right of use assets		6,443		5,488		3,903
Noncurrent income taxes receivable		—		733		—
Deferred income taxes		593		486		793
Investment in unconsolidated joint venture		1,759		1,520		1,602
Long-term note receivable affiliated with discontinued operation		—		1,800		—
Noncurrent assets - Discontinued operation		—		23,058		—
Other assets		540		526		664
Total assets	$	184,587		226,247		215,084
Current liabilities:
Line of credit - China operations	$	—		—		1,015
Paycheck Protection Program Loan		—		—		7,606
Accounts payable - trade		25,746		21,855		23,002
Accounts payable - capital expenditures		333		50		107
Operating lease liability - current		2,387		2,270		1,805
Deferred revenue		685		684		502
Accrued expenses		7,852		8,104		5,687
Accrued restructuring costs		—		42		—
Current liabilities - Discontinued operation		—		1,431		—
Income taxes payable - current		613		1,116		395
Total current liabilities		37,616		35,552		40,119
Line of credit - U.S. operations		—		—		29,750
Accrued expenses - long-term		117		333		167
Operating lease liability - noncurrent		4,214		3,081		2,016
Income taxes payable - long-term		3,591		3,640		3,796
Deferred income taxes		5,311		2,543		1,818
Deferred compensation		7,869		7,232		7,720
Contingent consideration affiliated with discontinued operation		—		5,931		—
Noncurrent liabilities - Discontinued operation		—		3,599		—
Total liabilities		58,718		61,911		85,386
Commitments and Contingencies (Notes 10, 17 and 18)
Shareholders' equity
Preferred stock, $0.05 par value, authorized 10,000,000		—		—		—
Common stock, $0.05 par value, authorized 40,000,000 shares, issued and outstanding 12,291,946 at August 2, 2020; 12,405,014 at August 4, 2019; and 12,284,946 at May 3, 2020		615		621		615
Capital contributed in excess of par value		42,708		43,803		42,582
Accumulated earnings		82,487		115,676		86,511
Accumulated other comprehensive income (loss)		59		46		(10	)
Total shareholders' equity attributable to Culp Inc.		125,869		160,146		129,698
Noncontrolling interest - Discontinued Operation	-			4,190		—
Total equity		125,869		164,336		129,698
Total liabilities and shareholders' equity	$	184,587		226,247		215,084

* Derived from audited financial statements.

See accompanying notes to consolidated financial statements.

CULP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED AUGUST 2, 2020 AND AUGUST 4, 2019

UNAUDITED

(Amounts in Thousands)

	THREE MONTHS ENDED
	August 2,			August 4,
	2020			2019
Cash flows from operating activities:
Net (loss) income	$	(2,733	)		1,174
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation		1,822			1,905
Amortization		118			176
Stock-based compensation		126			154
Deferred income taxes		3,693			(662	)
Gain on disposal of equipment		—			(17	)
Income from investment in unconsolidated joint venture		(67	)		(13	)
Foreign currency exchange loss (gain)		154			(47	)
Changes in assets and liabilities:
Accounts receivable		(4,757	)		(375	)
Inventories		7,592			(25	)
Other current assets		(1,254	)		161
Other assets		(24	)		111
Accounts payable – trade		2,544			(1,468	)
Deferred revenue		183			285
Accrued expenses and deferred compensation		2,377			222
Accrued restructuring costs		—			(82	)
Income taxes		807			524
Net cash provided by operating activities		10,581			2,023
Cash flows from investing activities:
Capital expenditures		(500	)		(935	)
Proceeds from the sale of equipment		—			209
Investment in unconsolidated joint venture		(90	)		—
Proceeds from the sale of short-term investments (Held to Maturity)		350			5,000
Purchase of short-term and long-term investments (Held to Maturity)		(423	)		—
Purchase of short-term investments (Available for Sale)		(34	)		—
Proceeds from the sale of long-term investments (Rabbi Trust)		39			—
Purchase of long-term investments (Rabbi Trust)		(78	)		(259	)
Net cash (used in) provided by investing activities		(736	)		4,015
Cash flows from financing activities:		—
Payments associated with lines of credit		(30,772	)		—
Payments associated with Paycheck Protection Program Loan		(7,606	)		—
Dividends paid		(1,291	)		(1,241	)
Cash paid for acquisition of business		—			(763	)
Proceeds from subordinated loan payable associated with the noncontrolling interest of discontinued operation		—			250
Capital contribution from noncontrolling interest associated with discontinued operation		—			40
Common stock surrendered for withholding taxes payable		—			(44	)
Payments of debt issuance costs		(15	)		—
Net cash used in financing activities		(39,684	)		(1,758	)
Effect of exchange rate changes on cash and cash equivalents		35			(52	)
(Decrease) increase in cash and cash equivalents		(29,804	)		4,228
Cash and cash equivalents at beginning of period		69,790			40,008
Cash and cash equivalents at end of period	$	39,986			44,236

See accompanying notes to consolidated financial statements.

CULP, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

THREE-MONTH PERIOD ENDED AUGUST 2, 2020

UNAUDITED

(Dollars in thousands, except share data)


					Capital					Accumulated
					Contributed					Other			Total
	Common Stock				in Excess		Accumulated			Comprehensive			Shareholders'
	Shares		Amount		of Par Value		Earnings			(Loss) Income			Equity
Balance, May 3, 2020 *		12,284,946	$	615	$	42,582	$	86,511		$	(10	)	$	129,698
Net loss		—		—		—		(2,733	)		—			(2,733	)
Stock-based compensation		—		—		126		—			—			126
Unrealized gain on investments		—		—		—		—			69			69
Fully vested common stock award		7,000		—		—		—			—			—
Dividends paid		—		—		—		(1,291	)		—			(1,291	)
Balance, August 2, 2020		12,291,946	$	615	$	42,708	$	82,487		$	59		$	125,869

*	Derived from audited financial statements.
~~(UNAUDITED)~~

See accompanying notes to consolidated financial statements

CULP, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

THREE-MONTH PERIOD ENDED AUGUST 4, 2019

UNAUDITED

(Dollars in thousands, except share data)

	Shareholders’ equity attributable to Culp Inc.

						Capital						Accumulated					Noncontrolling
						Contributed						Other					Interest
	Common Stock					in Excess			Accumulated			Comprehensive					Discontinued			Total
	Shares			Amount		of Par Value			Earnings			Income		Total			Operation			Equity
Balance, April 28, 2019 *		12,391,160		$	620	$	43,694		$	115,579		$	40	$	159,933		$	4,314		$	164,247
Net income (loss)		—			—		—			1,338			—		1,338			(164	)		1,174
Stock-based compensation		—			—		154			—			—		154			—			154
Unrealized gain on investments		—			—		—			—			6		6			—			6
Common stock issued in connection with vesting of performance based restricted stock units		12,776			1		(1	)		—			—		—			—			—
Fully vested common stock award		3,659			—		—			—			—		—			—			—
Common stock surrendered for withholding taxes payable		(2,581	)		—		(44	)		—			—		(44	)		—			(44	)
Dividends paid		—			—		—			(1,241	)		—		(1,241	)		—			(1,241	)
Capital contribution from non-controlling interest associated with discontinued operation		—			—		—			—			—		—			40			40
Balance, August 4, 2019		12,405,014		$	621	$	43,803		$	115,676		$	46	$	160,146		$	4,190		$	164,336

*	Derived from audited financial statements.

See accompanying notes to consolidated financial statements.

Culp, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Basis of Presentation

The accompanying unaudited consolidated financial statements of Culp, Inc. and its majority-owned subsidiaries (the “company”) include all adjustments, which are, in the opinion of management, necessary for fair presentation of the results of operations and financial position. All of these adjustments are of a normal recurring nature. Results of operations for interim periods may not be indicative of future results. The unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements, which are included in the company’s annual report on Form 10-K filed with the Securities and Exchange Commission on July 17, 2020, for the fiscal year ended May 3, 2020.

The company’s three-months ended August 2, 2020, and August 4, 2019, represent 13-week and 14-week periods, respectively.

2. Significant Accounting Policies

As of August 2, 2020, there were no changes in the nature of our significant accounting policies or the application of those policies from those reported in our annual report on Form 10-K for the year then ended May 3, 2020.

Recently Adopted Accounting Pronouncements

Current Expected Credit Losses (CECL)

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments – Credit Losses (~~AMOUNTS IN THOUSANDS)~~ Topic 326): Measurement of Credit Losses on Financial Instruments,” which requires entities to use a forward looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables. The FASB has subsequently issued updates to the standard to provide additional clarification on specific topics. Topic 326 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. As a result, we adopted the provisions of Topic 326 on May 4, 2020 and applied this guidance during the first quarter of fiscal 2021. The adoption of Topic 326 did not have an impact on our financial position, results of operations, or cash flows. See notes 4 and 11 of our consolidated financial statements for further details of the adoption of CECL as of May 4, 2020 and our assessments and conclusions as of August 2, 2020.

Recently Issued Accounting Pronouncements

The company has considered all recent accounting pronouncements and currently believes there are no recent accounting pronouncements that may have a material impact on our Consolidated Financial Statements.

3.	HOME ACCESSORIES SEGMENT – DISCONTINUED OPERATION

Overview

On March 31, 2020, we sold our entire ownership interest in eLuxury, LLC (“eLuxury”) to eLuxury’s noncontrolling interest holder in consideration of an accelerated settlement of certain financial obligations due and payable by eLuxury to us and the entry into supply and royalty arrangements designed to preserve an additional sales channel for our core products. Also, this sale, which was part of our comprehensive response to the challenging business conditions arising from the COVID-19 global pandemic, is expected to increase our liquidity and allows us to focus on our core businesses of upholstery and mattress fabrics.

In connection with the sale of our entire ownership interest in eLuxury, (i) we received $509,500 at closing as an accelerated repayment of principal amounts previously loaned to eLuxury, together with outstanding interest, under a loan agreement between us and eLuxury; (ii) we forgave $300,000 of borrowings payable by eLuxury to us under this loan agreement; (iii) we entered into an amended and restated credit and security agreement with eLuxury and the buyer (the former noncontrolling interest holder) (together, the “Borrowers”), pursuant to which the Borrowers agreed to repay an additional $1 million previously loaned to eLuxury within thirty days of the closing of the sale transaction (and which amount was secured by the assets of both Borrowers); and (iv) eLuxury agreed to pay $613,000 within sixty days of the sale transaction in satisfaction of certain trade accounts payable due from eLuxury to us.

The remaining $1 million we previously loaned to eLuxury and the outstanding trade accounts payable balance of $613,000 due from eLuxury to us has been paid in full in accordance with the terms of the sale agreement outlined above.

Discontinued Operation Financial Statement Presentation and Disclosures

Financial Statement Presentation

Due to the sale of our entire ownership interest in eLuxury, our home accessories segment was eliminated. This sale (and the resulting elimination of the home accessories segment) was the result of our strategic decision to focus on our core business products, which we believe will increase our liquidity and assist with our comprehensive response to the COVID-19 global pandemic. Consequently, we determined that the results from operations and assets and liabilities associated with our home accessories segment were to be excluded from our continuing operations and presented as a discontinued operation in our consolidated financial statements in accordance with ASC Topic 205-20-45. As a result, we classified the results from operations of our home accessories segment separately in captions titled “Discontinued Operations” on our Consolidated Statement of Net Income for the three-months ending August 4, 2019. Additionally, assets and liabilities associated with our home accessories segment as of August 4, 2019, were reclassified from certain amounts reported in the prior period to present separately in captions titled “current assets – discontinued operation”, “noncurrent assets – discontinued operation”, “current liabilities -discontinued operation”, and “noncurrent liabilities – discontinued operation” to conform to current year financial statement presentation.

Consolidated Balance Sheet

The following is a summary of the assets and liabilities of the disposal group that are presented separately as a discontinued operation on the Consolidated Balance Sheet as of August 4, 2019.

	August 4,
(dollars in thousands)	2019
ASSETS
current assets:
cash and cash equivalents	$	—
accounts receivable		429
inventories		3,067
other current assets		61
total current assets - discontinued operation		3,557
property, plant, and equipment		1,814
goodwill		13,653
intangible asset		6,549
right of use asset		1,042
total noncurrent assets - discontinued operation		23,058
total assets	$	26,615
LIABILITIES AND NET ASSETS
current liabilities:
accounts payable	$	783
operating lease liability - current		186
accrued expenses		462
total current liabilities - discontinued operation		1,431
loan payable - Culp Inc.		1,800
subordinated loan payable - noncontrolling interest		925
operating lease liability - long-term		874
total noncurrent liabilities - discontinued operation		3,599
total liabilities		5,030
total net assets of discontinued operation	$	21,585

Net Loss from Discontinued Operation

The following is a summary of the major classes of financial statement line items constituting loss before income taxes from discontinued operation that are presented in the Consolidated Statements of Net Income for the three-months ending August 4, 2019:

	August 4,
(dollars in thousands)	2019
net sales	$	4,302
cost of sales		(3,349	)
gross profit		953
selling, general and administrative expenses		(1,562	)
interest expense (1)		(20	)
other income		8
loss before income taxes from discontinued operation		(621	)
income tax benefit		11
net loss from discontinued operation	$	(610	)

(1)	Interest expense is directly attributable to our discontinued operations as it pertains to loans payable assumed by the buyer, (the former noncontrolling interest holder) or required to be paid to Culp Inc. based on the terms of the sale agreement.

The following is a summary of net (loss) income from continuing operations, net loss from discontinued operation, and net (loss) income attributable to Culp Inc. common shareholders and the noncontrolling interest associated with our discontinued operation for the three-months ending August 2, 2020, and August 4, 2019:

	August 2,			August 4,
(dollars in thousands)	2020			2019
net (loss) income from continuing operations	$	(2,733	)	$	1,784
net (loss) income from continuing operations attributable to noncontrolling interest		—			—
net (loss) income from continuing operations attributable to Culp Inc. common shareholders	$	(2,733	)	$	1,784
net loss from discontinued operation	$	-		$	(610	)
net loss from discontinued operation attributable to noncontrolling interest		—			164
net loss from discontinued operation attributable to Culp Inc. common shareholders	$	-		$	(446	)
net loss (income)	$	(2,733	)	$	1,174
net loss from noncontrolling interest associated with a discontinued operation		—			164
net (loss) income attributable to Culp Inc. common shareholders	$	(2,733	)	$	1,338

Cash Flow Disclosures

Our discontinued operation had net cash used in operating activities totaling $1.4 million during the three-months ending August 4, 2019. Our discontinued operation did 0t have any net cash (used in) or provided by investing activities during the three-months ending August 4, 2019. Our discontinued operation had net cash provided by financing activities, all of which were loan proceeds and capital contributions from Culp, Inc. and the noncontrolling interest holder of eLuxury, totaling $1.4 million during the three-months ending August 4, 2019. We believe our liquidity will improve in the absence of our former home accessories segment due to the significant losses that were incurred by that segment and the funding of its working capital requirements primarily by us through loans and capital contributions that will no longer be required.

Continuing Obligations, Financial Commitments, and Continuing Relationships with the Discontinued Operation

Supply and Royalty Agreements

In connection with the sale of our entire ownership interest in eLuxury, we entered into supply and royalty agreements with eLuxury to preserve an additional sales channel for our core products – upholstery and mattress fabrics. The supply agreement requires eLuxury to purchase all its requirements at fair market prices for mattress and upholstery fabrics products of the type we were supplying to eLuxury at the time of the sale transaction, as well as certain home accessories and soft goods products, subject to our ability to provide competitive pricing and delivery terms for such products. The royalty agreement requires eLuxury to pay us a royalty fee based on a percentage of sales, as defined in the royalty agreement, for sales of eLuxury’s products to certain business-to-business customers, including customers which we referred to eLuxury prior to the sale transaction and new customer relationships we develop for eLuxury going forward, as well of eLuxury products generated by sales representatives that we develop or introduce to eLuxury.

There are no guarantees or provisions under either the supply or royalty agreements that require eLuxury to purchase a minimum amount of our products or sell a certain amount of eLuxury products to customer or through sales representatives developed or introduced by us. As a result, the success of these agreements and the period of time in which our involvement with eLuxury is expected to continue are based on eLuxury’s ability to sell products that require mattress and upholstery fabrics and our ability to provide an additional sales channel for eLuxury to grow their business-business sales platform.

As a result of our continuing involvement with eLuxury, we reported net sales and the related cost of sales associated with our inventory shipments to eLuxury in accordance with Topic 205-20-50-4B, which requires us to report these transactions in continuing operations for our Consolidated Statement of Income for the three-months ending August 4, 2019. Therefore, we reported both net sales and cost of sales from continuing operations totaling $174,000 during the three-months ending August 4, 2019, that were previously eliminated in consolidation.

During the three-months ending August 2, 2020, shipments to eLuxury under the supply arrangement totaled $244,000. During the three-months ending August 2, 2020, we received payments pursuant to the royalty agreement totaling $17,000.

Financial Guarantee

Currently, we have an agreement that guarantees 70% of any unpaid lease payments associated with eLuxury’s facility located in Evansville, Indiana. The lease agreement expires in September 2024 and requires monthly payments of $18,865. Under the terms of the sale of our controlling interest in eLuxury, the buyer (the former noncontrolling interest holder) must use commercially reasonable efforts to cause the lessor to release us from this financial guarantee of eLuxury’s lease agreement. Additionally, eLuxury, and its sole owner following the sale transaction, have indemnified us from any liabilities and obligations that we would be required to pay regarding this lease agreement.

4. Allowance for Doubtful Accounts

A summary of the activity in the allowance for doubtful accounts follows:

	Three Months Ended
(dollars in thousands)	August 2, 2020		August 4, 2019
Beginning balance	$	472	$	393
Provision for bad debts		80		(30	)
Net write-offs, net of recoveries		—		—
Ending balance	$	552	$	363

During the three-months ended August 2, 2020, we assessed the credit risk of our customers within our accounts receivable. Our risk assessment includes the respective customer’s (i) financial position; (ii) past payment history; (iii) management’s general ability; (iv) historical loss experience; and (v) the ongoing economic uncertainty associated with the COVID-19 global pandemic. After our risk assessment was completed, we assigned credit grades to our customers, which in turn, were used to determine our allowance for doubtful accounts totaling $552,000 as of August 2, 2020.

5. Revenue from Contracts with Customers

Nature of Performance Obligations

Continuing Operations

Our continuing operations are classified into 2 business segments: mattress fabrics and upholstery fabrics. The mattress fabrics segment manufactures, sources, and sells fabrics and mattress covers primarily to bedding manufacturers. The upholstery fabrics segment develops, manufactures, sources, and sells fabrics primarily to residential and commercial furniture manufacturers. Additionally, Read Window Products LLC (“Read”), a wholly-owned subsidiary, is a turn-key provider of window treatments and sourcing of upholstery fabrics and other products, as well as measuring, and installation services of Read’s products for the hospitality and commercial industries. Read also supplies soft goods such as decorative top sheets, coverlets, duvet covers, bed skirts, bolsters, and pillows. Read is included in the upholstery fabrics segment.

Our primary performance obligations include the sale of mattress fabrics and upholstery fabrics, as well as the performance of customized fabrication and installation services of Read’s own products associated with window treatments.

Discontinued Operation – Home Accessories Segment

As disclosed in Note 3 of the consolidated financial statements, we sold our entire ownership interest in eLuxury on March 31, 2020, and consequently our home accessories segment was eliminated at such time. Thus, the results of operations associated with our home accessories segment were excluded from our continuing operations and are presented as a discontinued operation in our consolidated financial statements.

The home accessories segment was our finished products business that manufactured, sourced, and sold bedding accessories and home goods directly to consumers and businesses through global e-commerce, business-to-business, and other sales channels.

Prior to its disposal, our former home accessories segment reported net sales totaling $4.3 million during the first quarter of fiscal 2020. Revenue associated with the sales of home accessories products was recognized at the point-in-time when control was transferred to the customer.

Contract Assets & Liabilities

Certain contracts, primarily those for customized fabrication and installation services associated with Read, require upfront customer deposits that result in a contract liability which is recorded on the Consolidated Balance Sheets as deferred revenue. If upfront deposits or prepayments are not required, customers may be granted credit terms which generally range from 15 – 60 days. For a limited time, extended terms were granted to certain customers in response to the challenging business conditions resulting from the COVID-19 global pandemic. Our customary terms, as well as the limited extended terms, are common within the industries in which we operate and are not considered financing arrangements. There were 0 contract assets recognized as of August 2, 2020, August 4, 2019, and May 3, 2020.

A summary of the activity associated with deferred revenue for the three-month periods ended August 2, 2020, and August 4, 2019, follows:

	Three months ended
(dollars in thousands)	August 2, 2020			August 4, 2019
Beginning balance	$	502		$	399
Revenue recognized on contract liabilities		(593	)		(483	)
Payments received for services not yet rendered		776			768
Ending balance	$	685		$	684

Disaggregation of Revenue

The following table presents our disaggregated revenue by segment, timing of revenue recognition, and product sales versus services rendered for the three-month period ending August 2, 2020:

	Mattress		Upholstery
(dollars in thousands)	Fabrics		Fabrics		Total
Products transferred at a point in time	$	36,103	$	26,061	$	62,164
Services transferred over time		—		2,300		2,300
Total Net Sales	$	36,103	$	28,361	$	64,464

The following table presents our disaggregated revenue by segment, timing of revenue recognition, and product sales versus services rendered for the three-month period ending August 4, 2019:

	Mattress		Upholstery
(dollars in thousands)	Fabrics		Fabrics		Total
Products transferred at a point in time	$	38,859	$	29,827	$	68,686
Services transferred over time		—		2,033		2,033
Total Net Sales	$	38,859	$	31,860	$	70,719

6. Inventories

Inventories are carried at the lower of cost or net realizable value. Cost is determined using the FIFO (first-in, first-out) method.

A summary of inventories follows:

(dollars in thousands)	August 2, 2020		August 4, 2019			May 3, 2020
Raw materials	$	7,742	$	6,467		$	7,823
Work-in-process		2,292		2,677			1,958
Finished goods		30,368		41,516			38,126
	$	40,402	$	50,660	(1)	$	47,907

(1)

As of August 4, 2019, inventory totaled $50.7 million, of which $47.6 million and $3.1 million were classified as inventory and within current assets – discontinued operation, respectively, in the accompanying Consolidated Balance Sheet.

7. Intangible Assets

A summary of intangible assets follows:

(dollars in thousands)	August 2, 2020		August 4, 2019			May 3, 2020
Tradenames	$	540	$	7,232		$	540
Customer relationships, net		2,162		2,463			2,238
Non-compete agreement, net		584		659			602
	$	3,286	$	10,354	(1)	$	3,380

(1)	As of August 4, 2019, intangible assets totaled $10.4 million, of which $3.8 million and $6.6 million were classified as intangible assets and within noncurrent assets – discontinued operation, respectively, in the accompanying Consolidated Balance Sheets.

Tradenames

Our tradename totaling $540,000 as of August 2, 2020, pertained to Read, a separate reporting unit within the upholstery fabrics segment. This tradename was determined to have an indefinite useful life at the time of its acquisition, and therefore, is not being amortized. However, we are required to assess this tradename annually or between annual tests if we believe indicators of impairment exist. Based on our assessment as of August 2, 2020, no indicators of impairment existed.

However, during our annual assessment as of May 3, 2020, we performed a qualitative assessment in which we concluded that it was more-likely-than-not that the fair value of Read’s tradename was less than its carrying amount. This conclusion was based on impairment indicators that existed, such as our unfavorable financial performance during the fourth quarter of fiscal 2020 and the significant decline in the price per share of our common stock and market capitalization stemming from the COVID-19 global pandemic. Since we determined it was more-likely-than-not that the fair market value of Read’s tradename was less than its carrying amount, we performed a quantitative impairment test. Our quantitative impairment test involved determining the fair value of Read’s tradename and comparing the respective fair value of Read’s tradename with its carrying amount. Consequently, based on our quantitative impairment test, we recorded an asset impairment charge totaling $143,000 during the fourth quarter of fiscal 2020.

As a result of our quantitative impairment test, we determined the fair value of our tradename was $540,000 using the relief from royalty method. This method used significant unobservable inputs and therefore, the fair value of our tradename was classified as level 3 within the fair value hierarchy.

Customer Relationships

A summary of the change in the carrying amount of our customer relationships follows:

	Three months ended
(dollars in thousands)	August 2, 2020			August 4, 2019
Beginning balance	$	2,238		$	2,538
Amortization expense		(76	)		(75	)
Ending balance	$	2,162		$	2,463

Our customer relationships are amortized on a straight-line basis over useful lives ranging from nine to seventeen years.

The gross carrying amount of our customer relationships were $3.1 million as of August 2, 2020, August 4, 2019, and May 3, 2020, respectively. Accumulated amortization for these customer relationships were $953,000, $652,000 and $877,000 at August 2, 2020, August 4, 2019, and May 3, 2020, respectively.

The remaining amortization expense for the next five fiscal years and thereafter follows: FY 2021 - $226,000; FY 2022 - $301,000; FY 2023 - $301,000; FY 2024 - $301,000; FY 2025 - $301,000; and thereafter - $732,000.

The weighted average amortization period for our customer relationships is 7.4 years as of August 2, 2020.

Non-Compete Agreement

A summary of the change in the carrying amount of our non-compete agreement follows:

	Three months ended
(dollars in thousands)	August 2, 2020			August 4, 2019
Beginning balance	$	602		$	678
Amortization expense		(18	)		(19	)
Ending balance	$	584		$	659

Our non-compete agreement is amortized on a straight-line basis over the fifteen-year life of the agreement.

The gross carrying amount of our non-compete agreement was $2.0 million as of August 2, 2020, August 4, 2019, and May 3, 2020, respectively. Accumulated amortization for our non-compete agreement was $1.5 million as of August 2, 2020, $1.4 million as of August 4, 2019, and $1.4 million as of May 3, 2020.

The remaining amortization expense for the next five years and thereafter follows: FY 2021 - $56,000; FY 2022 - $76,000; FY 2023 - $76,000; FY 2024 - $76,000; FY 2025 - $76,000, and Thereafter - $224,000.

The weighted average amortization period for the non-compete agreement is 7.8 years as of August 2, 2020.

8. Investment in Unconsolidated Joint Venture

Culp International Holdings, Ltd. (Culp International), a wholly-owned subsidiary of the company, entered into a joint venture agreement pursuant to which Culp International owns 50 percent of Class International Holdings, Ltd. (CLIH). CLIH produces cut and sewn mattress covers in an 80,000 square foot facility located in a modern industrial park on the northeastern border of Haiti, which borders the Dominican Republic. CLIH complements our mattress fabric operations with a reactive platform that enhances our ability to meet customer demand while adding a lower cost operation to our platform.

On December 20, 2019, CLIH entered into an agreement to construct an additional plant facility totaling 40,000 square feet, which is currently expected to be completed during the second quarter of fiscal 2021. This new plant facility will be near our existing operations and will provide additional capacity that will enhance our ability to produce sewn covers. This agreement requires payments totaling $1.2 million, of which $600,000 was paid in February 2020, $180,000 was paid May 2020, and the remaining balance of $420,000 is to be paid upon completion.

CLIH reported net income totaling $134,000 and $26,000 for the three-month periods ending August 2, 2020, and August 4, 2019, respectively. Our equity interest in CLIH’s net income was $67,000 and $13,000 for the three-month periods ending August 2, 2020, and August 4, 2019, respectively.

The following table summarizes information on assets, liabilities, and members’ equity of our equity method investment in CLIH:

(dollars in thousands)	August 2, 2020		August 4, 2019		May 3, 2020
Total assets	$	3,668	$	3,161	$	3,338
Total liabilities	$	149	$	120	$	133
Total members’ equity	$	3,519	$	3,041	$	3,205

As of August 2, 2020, August 4, 2019, and May 3, 2020, our investment in CLIH totaled $1.8 million, $1.5 million, and $1.6 million, respectively, which represents the company’s 50 percent ownership interest in CLIH.

9. Accrued Expenses

A summary of accrued expenses follows:

(dollars in thousands)	August 2, 2020		August 4, 2019		May 3, 2020
Compensation, commissions and related benefits	$	4,549	$	3,493	$	3,038
Interest		—		13		9
Other accrued expenses		3,420		5,393		2,807
	$	7,969	$	8,899	$	5,854

As of August 2, 2020, we had accrued expenses totaling $8.0 million, of which $7.9 million and $117,000 were classified as current accrued expenses and long-term accrued expenses, respectively, in the accompanying Consolidated Balance Sheets. As of August 4, 2019, we had accrued expenses totaling $8.9 million, of which $8.1 million, $333,000, and $462,000 were classified as current accrued expenses, long-term accrued expenses, and current liabilities – discontinued operation, respectively, in the accompanying Consolidated Balance Sheets. As of May 3, 2020, we had accrued expenses totaling $5.9 million, of which $5.7 million and $167,000 were classified as current accrued expenses and long-term accrued expenses, respectively, in the accompanying Consolidated Balance Sheets.

10. Lines of Credit and Paycheck Protection Program Loan

Revolving Credit Agreement – United States

Our Credit Agreement with Wells Fargo Bank, N.A. (“Wells Fargo”) provides a revolving loan commitment of $30 million, is set to expire on August 15, 2022, and allows us to issue letters of credit not to exceed $1 million.

Interest is charged at a rate (applicable interest rate of 1.75%, 3.68%, and 1.75% as of August 2, 2020, August 4, 2019, and May 3, 2020, respectively) as a variable spread over LIBOR based on our ratio of debt to EBITDA.

Outstanding borrowings are secured by a pledge of 65% of the common stock of Culp International Holdings Ltd. (our subsidiary located in the Cayman Islands), as required by the Credit Agreement.

As a result of the COVID-19 global pandemic and the uncertainty relating to the unknown duration and overall effect on the company, we proactively took a precautionary measure and borrowed the maximum amount available from this line of credit during the fourth quarter of fiscal 2020. Consequently, we had outstanding borrowings of $29.8 million under the Credit Agreement as of May 3, 2020. During June 2020, we repaid the entire $29.8 million outstanding balance, and as a result, there were 0 borrowings outstanding under the Credit Agreement as of August 2, 2020. Additionally, there were 0 borrowings outstanding under the Credit Agreement as of August 4, 2019.

As of August 2, 2020, August 4, 2019, and May 3, 2020, there were $250,000 in outstanding letters of credit (all of which related to workers compensation) provided by the Credit Agreement. As of August 2, 2020, we had $750,000 remaining for the issuance of additional letters of credit.

Seventh Amendment to the Credit Agreement

Effective June 30, 2020, we entered into a Seventh Amendment to our Credit Agreement which includes provisions that (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 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 four-quarter basis. It further provides that during the Modification Period, the Applicable Margin (as defined in the Credit Agreement) set forth the pricing matrix is increased to 1.6% for price level I, 2.05% for price level II, 2.5% 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 fiscal year 2021, (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.

Revolving Credit Agreement – China

We have an unsecured credit agreement associated with our operations in China that provides for a line of credit up to 40 million RMB’s ($5.7 million USD as of August 2, 2020). This agreement has an interest rate determined by the Chinese government at the time of borrowing and is set to expire on December 4, 2020. As of May 3, 2020, there were outstanding borrowings under the agreement totaling $1.0 million, at an applicable interest rate of 2.41%. During June 2020, we repaid the entire $1.0 million outstanding balance, and as a result, there were 0 borrowings outstanding under the agreement as of August 2, 2020. Additionally, there were 0 borrowings outstanding under the agreement as of August 4, 2019.

Small Business Administration - Paycheck Protection Program

On April 15, 2020, we received a loan of $7.6 million (the “Loan”) pursuant to the U.S. Small Business Administration (the “SBA”) Paycheck Protection Program (the “PPP”) of the Coronavirus Aid, Relief and Economic Security Act of 2020 (the “CARES Act”). We planned to use the proceeds from the Loan for covered payroll costs, rent, and utilities in accordance with the applicable terms and conditions of the CARES Act. We believed the Loan would enable us to retain more of our employees, maintain payroll and benefits, and make lease and utility payments while producing and supplying critical products for essential businesses during the COVID-19 global pandemic.

Following our application and receipt of the Loan, the SBA and U.S. Treasury Department issued new guidance regarding eligibility requirements under the PPP, raising questions regarding the eligibility of publicly traded companies to receive loans under the program. As a result, out of an abundance of caution, we voluntarily repaid the Loan in full on May 13, 2020.

Overall

Our loan agreements require, among other things, that we maintain compliance with certain financial covenants. As of August 2, 2020, we were in compliance with these financial covenants.

11. Fair Value of Financial Instruments

ASC Topic 820 establishes a fair value hierarchy that distinguishes between assumptions based on market data (observable inputs) and the company’s assumptions (unobservable inputs). Determining where an asset or liability falls within that hierarchy depends on the lowest level input that is significant to the fair value measurement as a whole. An adjustment to the pricing method used within either level 1 or level 2 inputs could generate a fair value measurement that effectively falls in a lower level in the hierarchy.

The hierarchy consists of three broad levels as follows:

Level 1 – Quoted market prices in active markets for identical assets or 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 that market participants would use.

The determination of where an asset or liability falls in the hierarchy requires significant judgment. We evaluate our hierarchy disclosures each quarter based on various factors and it is possible that an asset or liability may be classified differently from quarter to quarter. However, we expect that changes in classifications between different levels will be rare.

Recurring Basis

The following table presents information about assets measured at fair value on a recurring basis:

Fair value measurements as of August 2, 2020 using:

Quoted prices

Significant

in active

other

Significant

markets for

observable

unobservable

identical assets

inputs

(amounts in thousands)

Level 1

Level 2

Level 3

Total

Assets:

Premier Money Market Fund

7,533

N/A

7,533

Short Term Bond Funds

983

N/A

983

Growth Allocation Fund

246

N/A

246

Moderate Allocation Fund

N/A

Other

N/A

Fair value measurements as of August 4, 2019 using:

Quoted prices

Significant

in active

other

Significant

markets for

observable

unobservable

identical assets

inputs

(amounts in thousands)

Level 1

Level 2

Level 3

Total

Assets:

Premier Money Market Fund

6,920

N/A

6,920

Growth Allocation Fund

213

N/A

213

Moderate Allocation Fund

130

N/A

130

Other

N/A

Fair value measurements as of May 3, 2020 using:

Quoted prices

Significant

in active

other

Significant

markets for

observable

unobservable

identical assets

inputs

(amounts in thousands)

Level 1

Level 2

Level 3

Total

Assets:

Premier Money Market Fund

7,496

N/A

7,496

Short Term Bond Funds

923

N/A

923

Growth Allocation Fund

219

N/A

219

Moderate Allocation Fund

N/A

Other

N/A

Short-Term Investments – Available for Sale

Our short-term investments classified as available for sale consisted of a short-term mutual bond funds and had an accumulated unrealized gain totaling $6,000 as of August 2, 2020, and $9,000, as of May 3, 2020. Our short-term investments classified as available for sale were recorded at their fair values of $983,000, and $923,000 as of August 2, 2020, and May 3, 2020, respectively. As of August 2, 2020, and May 3, 2020, the fair value of our short-term investments approximated their cost basis. There were 0 short-term investments classified as available for sale on August 4, 2019.

Short-Term and Long-Term Investments - Held-To-Maturity

Our investments classified as held-to-maturity consisted of investment grade U.S. corporate bonds, foreign bonds, and government bonds with original maturities that range from 2 to 10 years, all of which have remaining maturities of less than 2 years as of August 2, 2020. These investments were classified as held-to-maturity as we have the positive intent and ability to hold these investments until maturity. Our held-to-maturity investments were recorded as either current or noncurrent on our Consolidated Balance Sheets, based on the maturity date in relation to the respective reporting period and recorded amortized cost.

As of August 2, 2020, and May 3, 2020, our held-to-maturity investments recorded at amortized cost totaled $6.4 million and $6.3 million, respectively. The fair value of our held-to-maturity investments as of August 2, 2020, and May 3, 2020, totaled $6.5 million and $6.4 million, respectively. There were 0 investments classified as held-to-maturity on August 4, 2019.

Our bond investments were classified as level 2 as they were traded over the counter within a broker network and not on an active market. The fair value of our bond investments were determined based on a published source that provided an average bid

price. The average bid price was based on various broker prices that were determined based on market conditions, interest rates, and the rating of the respective bond investment.

Current Expected Credit Loses (CECL)- Available for Sale and Held-To-Maturity Investments

As of May 4, 2020, we did not have an allowance for credit losses related to our short-term available for sale and held-to-maturity investments, which are comprised mostly of fixed income securities that are predominantly high-grade U.S. and foreign corporate bonds, U.S. Treasury bonds, and short-term mutual bond funds.

As a result of our adoption of Topic 326 effective May 4, 2020, we determined that our credit loss exposure was immaterial due to the short-term nature of our mutual bond funds and we have experienced historically low unrealized losses and gains during past reporting periods. In addition, it is not our intention to sell or likely that we will be required to sell our held-to-maturity investments before the recovery of their amortized cost basis.

As of August 2, 2020, we reported an accumulated unrealized gain of $6,000 associated with our short-term investments classified as available for sale. As mentioned above, it is not our intention to sell or is likely that we will be required to sell our held-to-maturity investments before the recovery of their amortized cost basis. Accordingly, we did not record any credit loss expense during the three-months ending August 2, 2020.

Long-Term Investments - Rabbi Trust

We have a rabbi trust to set aside funds for participants of our deferred compensation plan (the “Plan”), which enables its participants to credit their contributions to various investment options of the Plan. The investments associated with the rabbi trust consist of a money market fund and various mutual funds that are classified as available for sale.

The long-term investments associated with our rabbi trust were recorded at their fair values of $7.9 million, $7.3 million, and $7.8 million as of August 2, 2020, August 4, 2019, and May 3, 2020, respectively. The long-term investments associated with our rabbi trust had an accumulated unrealized gain of $53,000 as of August 2, 2020, an unrealized gain of $46,000 as of August 4, 2019, and an unrealized loss of $19,000 as of May 3, 2020. The fair value of our long-term investments associated with our rabbi trust approximates their cost basis.

Other

The carrying amount of our cash and cash equivalents, accounts receivable, other current assets, accounts payable, and accrued expenses approximates fair value because of the short maturity of these financial instruments.

Nonrecurring Basis – Fourth Quarter Fiscal 2020

Continuing Operations

In accordance with ASC Topic 350 Intangibles – Goodwill and Other, we are required to assess our goodwill and tradename for impairment annually or between annual tests if we believe indicators of impairment exist. Accordingly, we performed our annual assessment of goodwill associated with our mattress fabrics segment and goodwill and tradename affiliated with Read as of May 3, 2020. Based on our qualitative assessment we concluded that impairment indicators existed, such as our unfavorable financial performance during the fourth quarter of fiscal 2020 and the significant decline in the price per share of our common stock and market capitalization stemming from the COVID-19 global pandemic. As a result, we determined it was more-likely-than-not that the goodwill associated with our mattress fabrics segment and the goodwill and tradename affiliated with Read were impaired, and therefore, we conducted quantitative asset impairment tests. Consequently, based on the results of our quantitative asset impairment tests as of May 3, 2020, we recorded an asset impairment charge totaling $13.6 million during our fourth quarter of fiscal 2020 for the entire carrying amount of our goodwill associated with our mattress fabrics segment and Read. Additionally, we recorded an asset impairment charge of $143,000 during the fourth quarter of fiscal 2020 which reduced the carrying amount of Read’s tradename to its fair value of $540,000.

Our fair values associated with our goodwill and tradename were determined using a discounted cash flow and the relief from royalty methods, respectively. These methods used significant unobservable inputs, and therefore, the fair values of our goodwill and tradename were classified within level 3 of the fair value hierarchy.

Discontinued Operation – Home Accessories Segment

During the fourth quarter of fiscal 2020, we record asset impairment charges totaling $6.6 million, of which $4.2 million and $2.4 million were for the entire remaining carrying value associated with our former home accessories segment’s tradename and goodwill. These impairment charges were based on the expected selling price of our entire ownership interest in eLuxury in

comparison to its carrying amount. As disclosed in Note 3 of the consolidated financial statements, effective March 31, 2020, we sold our entire ownership interest in eLuxury to its noncontrolling interest holder resulting in the elimination of the home accessories segment at such time. Based on the terms of the sale agreement, we did not receive any consideration for eLuxury’s net assets associated with the sale of our entire ownership in eLuxury. We believe the expected selling price represents a significant observable input and therefore, the fair values of our former home accessories segment’s tradename and goodwill were classified within level 2 of the fair value hierarchy.

12. Cash Flow Information

Interest and income taxes paid are as follows:

	Three months ended
(dollars in thousands)	August 2, 2020		August 4, 2019
Interest	$	60	$	—
Income taxes (1) (2)		9		1,822

(1)

In accordance with the provisions of the 2017 Tax Cuts and Jobs Act, corporate taxpayers were eligible to treat prior AMT credit carryforwards as refundable. Accordingly, we elected to treat our prior AMT credit carryforward balance of $1.5 million as refundable, and as a result, 50% of the $1.5 million refundable balance was expected to be received in each our fiscal years 2021 and 2022, respectively. Net income taxes paid for the three-month period ending August 2, 2020, included our first 50% installment of our refundable balance totaling $746,000.

In accordance with the provisions of the CARES Act, 100% of AMT credit carryforwards for tax years beginning in the 2019 tax year were immediately refundable. Accordingly, we claimed credit for the remaining 50% installment of our refundable AMT credit carryforward in May 2020. We received our remaining 50% installment plus interest totaling $764,000 during the second quarter of fiscal 2021.

(2)

The net income tax payments totaling $9,000 during the first quarter of fiscal 2021 included income tax payments associated with our foreign jurisdictions totaling $755,000 that were mostly offset by the U.S. income tax refund of $746,000 received during the first quarter of fiscal 2021 as referenced in note (1) above. The income tax payments totaling $1.8 million during the first quarter of fiscal 2020, represented income tax payments associated with our foreign jurisdictions totaling $984,000 and a withholding tax payment of $838,000 paid to the Chinese government for earnings and profits repatriated to the U.S. parent company.

13. Net (Loss) Income from Continuing Operations Per Share

Basic net (loss) income from continuing operations per share is computed using the weighted-average number of shares outstanding during the period. Diluted net (loss) income from continuing operations per share uses the weighted-average number of shares outstanding during the period plus the dilutive effect of stock-based compensation calculated using the treasury stock method.

Weighted average shares used in the computation of basic and diluted net (loss) income from continuing operations per share are as follows:

	Three months ended
(amounts in thousands)	August 2, 2020		August 4, 2019
Weighted average common shares outstanding, basic		12,287		12,399
Dilutive effect of stock-based compensation		—		11
Weighted average common shares outstanding, diluted		12,287		12,410

During the first quarter of fiscal 2021, 27,153 shares of unvested common stock were not included in the computation of diluted net loss from continuing operations per share, as their effect would be antidilutive as result a result of the decrease in the price per share of our common stock during the reporting period in relation to the price per share of our common stock as of the respective grant dates of our stock-based compensation awards. During the first quarter of fiscal 2021, an additional 6,675 shares of unvested common stock were not included in the computation of diluted net loss from continuing operations per share, as we incurred a net loss, in which their effect would be antidilutive. During the first quarter of fiscal 2020, 612 shares of unvested common stock were not included in the computation of diluted net income from continuing operations per share as their effect would be antidilutive, as result of the decrease in the price per share of our common stock during the reporting period in relation to the price per share of our common stock as of the respective grant dates of our stock-based compensation awards.

14. Segment Information

Overall

Continuing Operations

Our continuing operations are classified into 2 business segments: mattress fabrics and upholstery fabrics.

Mattress Fabrics

The mattress fabrics segment manufactures, sources, and sells fabrics and mattress covers primarily to bedding manufacturers.

Upholstery Fabrics

The upholstery fabrics segment develops, manufactures, sources, and sells fabrics primarily to residential and commercial furniture manufacturers. Additionally, the segment includes Read, a wholly-owned subsidiary, which is a turn-key provider of window treatments and sourcing of upholstery fabrics and other products, as well as measuring, and installation services of Read’s own products for the hospitality and commercial industries. Read also supplies soft goods such as decorative top sheets, coverlets, duvet covers, bed skirts, bolsters, and pillows.

Discontinued Operation – Home Accessories Segment

As disclosed in Note 3 of the consolidated financial statements, we sold our entire ownership interest in eLuxury on March 31, 2020, and consequently our home accessories segment was eliminated at such time. Thus, the results of operations associated with our home accessories segment were excluded from our continuing operations and presented as a discontinued operation in our consolidated financial statements.

Our former home accessories segment was our finished products business that manufactured, sourced, and sold bedding accessories and home goods directly to consumers and businesses through global e-commerce, business-to-business, and other sales channels.

See Note 3 of the consolidated financial statements for detailed financial information of our former home accessories segment. As disclosed in Note 3, a reconciliation is provided that has detailed balance sheet information as of August 4, 2019, that is reconciled to captions titled “current assets – discontinued operation”, “noncurrent assets – discontinued operation”, current liabilities – discontinued operation”, and “noncurrent liabilities – discontinued operation” presented in the Consolidated Balance Sheet as of August 4, 2019. Also, a reconciliation is provided that pertains to detailed income statement information disclosed in Note 3 and is reconciled to net loss from discontinued operation presented in the Consolidated Statements of Net Income for the three-month period ending August 4, 2019.

Financial Information

We evaluate the operating performance of our current business segments based upon income (loss) from continuing operations before certain unallocated corporate expenses, asset impairments, restructuring credit (expense) and restructuring related charges, and other non-recurring items. Cost of sales for each segment includes costs to develop, manufacture, or source our products, including costs such as raw material and finished goods purchases, direct and indirect labor, overhead, and incoming freight charges. Unallocated corporate expenses primarily represent compensation and benefits for certain executive officers and their staff, all costs associated with being a public company, and other miscellaneous expenses. Segment assets include assets used in the operations of each segment and primarily consist of accounts receivable, inventories, property, plant, and equipment, and right of use assets. The mattress fabrics segment also includes in segment assets its investment in an unconsolidated joint venture. Goodwill and intangible assets are not included in segment assets, as these assets are not used by the Chief Operating Decision Maker to evaluate the respective segment’s operating performance, allocate resources to the individual segments, or determine executive compensation.

Statements of operations for our current operating segments are as follows:

	Three months ended
	August 2, 2020			August 4, 2019
net sales by segment:
mattress fabrics	$	36,103		$	38,859
upholstery fabrics		28,361			31,860
net sales	$	64,464		$	70,719
gross profit from continuing operations by segment:
mattress fabrics	$	4,608		$	5,691
upholstery fabrics		5,293			6,721
gross profit from continuing operations	$	9,901		$	12,412
selling, general, and administrative expenses by segment:
mattress fabrics	$	2,763		$	3,071
upholstery fabrics		3,180			3,846
unallocated corporate expenses		2,075			2,232
selling, general, and administrative expenses	$	8,018		$	9,149
income (loss) from continuing operations by segment:
mattress fabrics	$	1,845		$	2,620
upholstery fabrics		2,113			2,875
unallocated corporate expenses		(2,075	)		(2,232	)
subtotal		1,883			3,263
restructuring credit		—			35
total income from continuing operations	$	1,883		$	3,298
interest expense		(51	)		—
interest income		58			260
other expense		(366	)		(95	)
income before income taxes from continuing operations	$	1,524		$	3,463

Balance sheet information for our current operating segments follows:

(dollars in thousands)	August 2, 2020		August 4, 2019		May 3, 2020
Segment assets:
Mattress Fabrics
Accounts receivable	$	15,585	$	12,632	$	12,212
Inventory		20,070		24,410		26,620
Property, plant and equipment (1)		39,597		43,211		40,682
Right of use assets (2)		832		235		362
Investment in unconsolidated joint venture		1,759		1,520		1,602
Total mattress fabrics assets		77,843		82,008		81,478
Upholstery Fabrics
Accounts receivable		14,308		11,029		12,881
Inventory		20,332		23,183		21,287
Property, plant and equipment (3)		1,634		1,856		1,633
Right of use assets (4)		3,802		3,054		1,633
Total upholstery fabrics assets		40,076		39,122		37,434
Total segment assets		117,919		121,130		118,912
Non-segment assets:
Cash and cash equivalents		39,986		44,236		69,790
Short-term investments - available for sale		983		—		923
Short-term investments - held-to-maturity		5,092		—		4,271
Current income taxes receivable		782		776		1,585
Current assets - discontinued operation		—		3,557		—
Other current assets		3,547		2,617		2,116
Deferred income taxes		593		486		793
Property, plant and equipment (5)		820		408		832
Right of use assets (6)		1,809		2,199		1,908
Goodwill		—		13,569		—
Intangible assets		3,286		3,805		3,380
Long-term investments - rabbi trust		7,916		7,347		7,834
Long-term investments - held-to-maturity		1,314		—		2,076
Noncurrent income taxes receivable		—		733		—
Other assets		540		526		664
Long-term note receivable affiliated with discontinued operation		—		1,800		—
Noncurrent assets - discontinued operation		—		23,058		—
Total assets	$	184,587	$	226,247	$	215,084

	Three months ended
(dollars in thousands)	August 2, 2020		August 4, 2019
Capital expenditures (7):
Mattress Fabrics	$	545	$	669
Upholstery Fabrics		113		184
Unallocated Corporate		68		56
Total capital expenditures	$	726	$	909
Depreciation expense:
Mattress Fabrics	$	1,631	$	1,620
Upholstery Fabrics		191		190
Discontinued Operation		—		95
Total depreciation expense	$	1,822	$	1,905

(1)

The $39.6 million as of August 2, 2020, represents property, plant, and equipment of $27.0 million and $12.6 million located in the U.S. and Canada, respectively. The $43.2 million as of August 4, 2019, represents property, plant, and equipment of $31.2 million and $12.0 million located in the U.S. and Canada, respectively. The $40.7 million as of May 3, 2020, represents property, plant, and equipment of $27.7 million and $13.0 million located in the U.S. and Canada, respectively.

(2)	The $832 as of August 2, 2020 represents right of use assets of $297 and $535 located in the U.S. and Canada, respectively. The $235 as of August 4, 2019, and the $362 as of May 3, 2020, represents right of use assets located in the U.S.

THREE MONTHS ENDED

January 28, January 29,
2018 2017

Net (loss) income $ (748 ) $ 6,347

Other comprehensive loss

Unrealized holding loss on investments (4 ) (13 )

Total other comprehensive loss (4 ) (13 )

Comprehensive (loss) income $ (752 ) $ 6,334

NINE MONTHS ENDED

January 28, January 29,
2018 2017

Net income $ 8,211 $ 16,136

Other comprehensive income

Unrealized gains on investments

Unrealized holding gains on investments 60 75

Reclassification adjustment for realized loss included in net income - 12

Total other comprehensive income 60 87

Comprehensive income $ 8,271 $ 16,223

See accompanying notes to consolidated financial statements.

~~I - 2~~

CULP, INC.
CONSOLIDATED BALANCE SHEETS

JANUARY 28, 2018, JANUARY 29, 2017 AND APRIL 30, 2017
UNAUDITED
(Amounts in Thousands)

January 28, January 29, * April 30,
2018 2017 2017
Current assets:
Cash and cash equivalents $ 22,428 15,659 20,795
Short-term investments - Available for Sale 2,472 2,410 2,443
Short-term investments - Held-To-Maturity 17,206 - -
Accounts receivable, net 26,097 22,726 24,577
Inventories 55,651 46,193 51,482
Other current assets 3,114 2,514 2,894
Total current assets 126,968 89,502 102,191

Property, plant and equipment, net 51,838 50,333 51,651
Goodwill 11,462 11,462 11,462
Deferred income taxes 1,942 422 419
Long-term investments - Held-To-Maturity 13,625 30,832 30,945
Long-term investments - Rabbi Trust 7,176 5,488 5,466
Investment in unconsolidated joint venture 1,518 600 1,106
Other assets 2,315 2,417 2,394
Total assets $ 216,844 191,056 205,634

Current liabilities:
Accounts payable-trade $ 32,434 22,352 29,101
Accounts payable - capital expenditures 1,554 4,886 4,767
Accrued expenses 8,842 10,511 11,947
Income taxes payable - current 1,580 217 287
Total current liabilities 44,410 37,966 46,102

Accounts payable - capital expenditures - 708 1,322
Income taxes payable - long-term 10,940 1,817 467
Deferred income taxes 2,096 2,924 3,593
Deferred compensation 7,216 5,327 5,520

Total liabilities 64,662 48,742 57,004

Commitments and Contingencies (Note 15)

Shareholders' equity
Preferred stock, $0.05 par value, authorized
10,000,000 - - -
Common stock, $0.05 par value, authorized
40,000,000 shares, issued and outstanding
12,450,276 at January 28, 2018; 12,314,756
at January 29, 2017; and 12,356,631 at
April 30, 2017 623 615 618
Capital contributed in excess of par value 48,413 46,365 47,415
Accumulated earnings 103,090 95,391 100,601
Accumulated other comprehensive income (loss) 56 (57 ) (4 )
Total shareholders' equity 152,182 142,314 148,630

Total liabilities and shareholders' equity $ 216,844 191,056 205,634

* Derived from audited financial statements.

See accompanying notes to consolidated financial statements.

~~I - 3~~

CULP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED JANUARY 28, 2018 AND JANUARY 29, 2017
UNAUDITED
(Amounts in Thousands)

NINE MONTHS ENDED

January 28, January 29,
2018 2017

Cash flows from operating activities:
Net income $ 8,211 16,136
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 5,679 5,304
Amortization of assets 248 162
Stock-based compensation 2,422 2,619
Deferred income taxes (3,020 ) 3,533
Realized loss on sale of short-term investments (Available for Sale) - 12
Gain on sale of equipment - (71 )
Loss from investment in unconsolidated joint venture 249 -
Foreign currency exchange loss (gain) 133 (18 )
Changes in assets and liabilities:
Accounts receivable (923 ) 340
Inventories (3,275 ) (137 )
Other current assets (27 ) 90
Other assets (37 ) 51
Accounts payable - trade 1,715 (946 )
Accrued expenses and deferred compensation (1,608 ) (668 )
Income taxes 11,702 (1,695 )
Net cash provided by operating activities 21,469 24,712

Cash flows from investing activities:
Capital expenditures (6,657 ) (9,253 )
Investment in unconsolidated joint venture (661 ) (600 )
Proceeds from the sale of equipment 6 80
Proceeds from the sale of short-term investments (Available for Sale) - 2,000
Purchase of short-term investments (Available for Sale) (37 ) (8 )
Purchase of long-term investments (Held-To-Maturity) - (31,050 )
Proceeds from the sale of long-term investments (Rabbi Trust) 57 -
Purchase of long-term investments (Rabbi Trust) (1,699 ) (1,431 )
Premium payment on life insurance policy (18 ) (18 )
Net cash used in investing activities (9,009 ) (40,280 )

Cash flows from financing activities:
Proceeds from line of credit 10,000 7,000
Payments on line of credit (10,000 ) (7,000 )
Payments on vendor-financed capital expenditures (3,750 ) (1,050 )
Dividends paid (5,722 ) (5,292 )
Common stock surrendered for withholding taxes payable (1,530 ) (280 )
Payments on debt issuance costs - (2 )
Proceeds from common stock issued 111 37
Net cash used in financing activities (10,891 ) (6,587 )

Effect of exchange rate changes on cash and cash equivalents 64 27

Decrease in cash and cash equivalents 1,633 (22,128 )

Cash and cash equivalents at beginning of period 20,795 37,787

Cash and cash equivalents at end of period $ 22,428 15,659

See accompanying notes to consolidated financial statements.

~~I - 4~~

~~CULP, INC.~~

~~CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY~~

~~UNAUDITED~~

~~(Dollars in thousands, except share data)~~

Capital Accumulated
Contributed Other Total
Common Stock in Excess Accumulated Comprehensive Shareholders’
Shares Amount of Par Value Earnings (Loss) Income Equity
Balance, May 1, 2016 12,265,489 $ 614 43,795 84,547 (144 ) $ 128,812
    Net income - - - 22,334 - 22,334
    Stock-based compensation - - 3,358 - - 3,358
    Unrealized gain on investments - - - - 140 140
    Excess tax benefit related to stock
       based compensation - - 657 - - 657
Common stock issued in connection with vesting
       of performance based restricted stock units 49,192 2 (2 ) - - -
    Fully vested common stock award 4,800 - - - - -
Common stock issued in connection with exercise .
       of stock options 68,000 3 585 - - 588
Common stock surrendered for the cost of stock option
       excercises and withholding taxes payable (30,850 ) (1 ) (978 ) - - (979 )
    Dividends paid - - - (6,280 ) - (6,280 )
Balance, April 30, 2017 * 12,356,631 618 47,415 100,601 (4 ) 148,630
    Net income - - - 8,211 - 8,211
    Stock-based compensation - - 2,422 - - 2,422
    Unrealized gain on investments - - - - 60 60
Common stock issued in connection with vesting
       of performance based restricted stock units 118,845 6 (6 ) - - -
    Fully vested common stock award 4,800 - - - - -
Common stock issued in connection with vesting
       of time- based restricted stock unit 1,200 - - - - -
Common stock issued in connection with exercise
       of stock options 15,600 1 110 - - 111
    Common stock surrendered for
       withholding taxes payable (46,800 ) (2 ) (1,528 ) - - (1,530 )
    Dividends paid - - - (5,722 ) - (5,722 )
Balance, January 28, 2018 12,450,276 $ 623 48,413 103,090 56 $ 152,182

* Derived from audited financial statements.

See accompanying notes to consolidated financial statements.

~~I - 5~~

~~Culp, Inc.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

~~1. Basis of Presentation~~

(3)

The $1.6 million as of August 2, 2020, represents property, plant, and equipment of $1.2 million and $456 located in the U.S. and China, respectively. The $1.9 million as of August 4, 2019, represents property, plant, and equipment of $1.3 million and $548 located in the U.S. and China, respectively. The $1.6 million as of May 3, 2020, represents property, plant, and equipment of $1.2 million and $471 located in the U.S. and China, respectively.

The accompanying unaudited consolidated financial statements of Culp, Inc. and subsidiaries (the “company”) include all adjustments, which are, in the opinion of management, necessary for fair presentation of the results of operations and financial position. All of these adjustments are of a normal recurring nature, with the exception of our assessments made and provisional amounts recorded with regard to the 2017 Tax Cuts and Jobs Act (see Note 13 for further details). Results of operations for interim periods may not be indicative of future results. The unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements, which are included in the company’s annual report on Form 10-K filed with the Securities and Exchange Commission on July 14, 2017, for the fiscal year ended April 30, 2017.

(4)

The $3.8 million as of August 2, 2020, represents right of use assets of $3.1 million and $710 located in China and the U.S., respectively. The $3.1 million as of August 4, 2019, represents right of use assets of $1.8 million and $1.3 million located in China and the U.S., respectively. The $1.6 million as of May 3, 2020, represents right of use assets of $857 and $776 located in the U.S. and China, respectively.

(5)

The $820, $408, and $832 as of August 2, 2020, August 4, 2019, and May 3, 2020, respectively, represent property, plant, and equipment associated with unallocated corporate departments and corporate departments shared by our mattress fabrics and upholstery fabrics segments. Property, plant, and equipment associated with our corporate departments reside in the U.S.

(6)	The $1.8 million, $2.2 million, and $1.9 million as of August 2, 2020, August 4, 2019, and May 3, 2020, respectively, represents right of use assets located in the U.S

(7)	Capital expenditure amounts are stated on the accrual basis. See Consolidated Statements of Cash Flows for capital expenditure amounts on a cash basis.

15. Income Taxes

Income Tax Expense

Total income tax expense for the three-month periods ending August 2, 2020, and August 4, 2019, were allocated as follows:

	August 2,		August 4,
(dollars in thousands)	2020		2019
income from continuing operations	$	4,324	$	1,692
loss from discontinued operations		—		(11	)
	$	4,324	$	1,681

Effective Income Tax Rate

We recorded income tax expense of $4.3 million, or 283.7% of income before income taxes from continuing operations, for the three-month period ended August 2, 2020, compared with income tax expense of $1.7 million, or 48.9% of income before income taxes from continuing operations, for the three-month period ended August 4, 2019. Our effective income tax rates associated with our continuing operations for the three-month periods ended August 2, 2020, and August 4, 2019, were based upon the estimated effective income tax rate applicable for the full year after giving effect to any significant items related specifically to interim periods. The effective income tax rate can be affected over the fiscal year by the mix and timing of actual earnings from our U.S. operations and foreign subsidiaries located in China and Canada versus annual projections, as well as changes in foreign currency exchange rates in relation to the U.S. dollar.

The following schedule summarizes the principal differences between income tax expense from continuing operations at the U.S. federal income tax rate and the effective income tax rate from continuing operations reflected in the consolidated financial statements for the three-month periods ending August 2, 2020 and August 4, 2019:

	August 2,			August 4,
	2020			2019
U.S. federal income tax rate		21.0	%		21.0	%
U.S. valuation allowance		474.4			—
U.S. income tax law change		(232.5	)		—
Global Intangible Low Taxed Income Tax (GILTI)		—			13.6
Foreign income tax rate differential		19.6			10.2
Other		1.2			4.1
		283.7	%		48.9	%

U.S. Tax Law Change

Effective July 20, 2020, the U.S Treasury Department finalized and enacted previously proposed regulations regarding the Global Intangible Low Taxed Income (“GILTI”) tax provisions of the Tax Cuts and Jobs Act of 2017 (“TCJA”). Prior to this enactment, GILTI represented a significant U.S. income tax on our foreign earnings during fiscal 2019 ($2.1 million) and fiscal 2020 ($1.9 million). With the enactment of these final regulations, we are now eligible for an exclusion from GILTI since we meet the provisions for the GILTI High-Tax exception included in the final regulations. In addition, the enactment of the new regulations and our eligibility for the GILTI High-Tax exception are retroactive to the original enactment of the GILTI tax provision, which includes our 2019 and 2020 fiscal years.

As a result of the newly enacted regulations, we recorded a non-cash income tax benefit of $3.5 million resulting from the re-establishment of certain U.S. federal net operating loss carryforwards. This $3.5 million income tax benefit was recorded as a discrete event in which its full income tax effects were recorded in the first quarter of fiscal 2021.

Valuation Allowance

As a result of the U.S. tax law change relating to the GILTI tax provisions of the TCJA, we assessed the need for an additional valuation allowance against our U.S. net deferred income taxes, as GILTI represented a significant source of our U.S. taxable income during fiscal 2019 and 2020 that offset our U.S. pre-tax losses during such years, and which offset is now reversed as a result of the retroactivity of the new regulations. Consequently, due to the retroactivity of the new regulations, we experienced a recent history of cumulative U.S. taxable losses during our last two fiscal years and we currently expect our history of U.S. pre-tax losses to continue into fiscal 2021, as a result of the continuing economic uncertainty associated with the COVID-19 global pandemic. As a result of the significant weight of this negative evidence, we believe it is more-likely-than-not that our U.S. net deferred income tax assets will not be fully realizable. Accordingly, we recorded a non-cash income tax charge of $7.0 million to provide for a full valuation allowance against our U.S. net deferred income tax assets. This $7.0 million income tax charge was recorded as a discrete event in which its full income tax effects were recorded during the first quarter of fiscal 2021.

Additionally, we recorded a $271,000 income tax charge through our first quarter of fiscal 2021 to provide for a full valuation allowance against a U.S. income tax loss carryforward that is originating during the current fiscal year. The $271,000 was included in our annual effective income tax rate and not treated as a discrete event.

Based on our assessments as of August 2, 2020, August 4, 2019, and May 3, 2020, valuation allowances against our net deferred income taxes pertain to the following:

(dollars in thousands)	August 2, 2020		August 4, 2019		May 3, 2020
U.S. Federal and State net deferred income tax assets	$	7,830		711		867
U.S. capital loss carryforward		2,281		—		2,281
	$	10,111		711		3,148

Undistributed Earnings

In accordance with ASC Topic 740, we assess whether the undistributed earnings from our foreign subsidiaries will be reinvested indefinitely or eventually distributed to our U.S. parent company. As of August 2, 2020, we assessed the liquidity requirements of our U.S. parent company and determined that our undistributed earnings from our foreign subsidiaries would not be reinvested indefinitely and would be eventually distributed to our U.S. parent company. The conclusion reached from our assessment has been consistent with prior years. ASC Topic 740 requires that a deferred tax liability should be recorded for undistributed earnings from foreign subsidiaries that will not be reinvested indefinitely, and as a result we recorded a deferred tax liability associated with undistributed earnings from our foreign subsidiaries. Also, we assess the recognition of U.S. foreign income tax credits associated with foreign withholding and income tax payments and whether it is more-likely-than-not that our foreign income tax credits will not be realized. If it is determined that any foreign income tax credits need to be recognized or it is more-likely-than-not our foreign income tax credits will not be realized, an adjustment to our provision for income taxes will be recognized at that time.

As a result of the TCJA, a U.S. corporation is allowed a 100% dividend received deduction for earnings and profits received from a 10% owned foreign corporation. Therefore, a deferred tax liability will be required only for withholding taxes that are incurred by our foreign subsidiaries at the time earnings and profits are distributed. As a result, as of August 2, 2020, August 4, 2019, and May 3, 2020, we recorded a deferred income tax liability of $3.6 million, $2.9 million, and $3.4 million, respectively, for withholding taxes on undistributed earnings and profits from our foreign subsidiaries.

Uncertain Income Tax Positions

In accordance with ASC Topic 740, an unrecognized income tax benefit for an uncertain income tax position can be recognized in the first interim period if the more-likely-than-not recognition threshold is met by the reporting period, or is effectively settled through examination, negotiation, or litigation, or the statute of limitations for the relevant taxing authority to examine and challenge the tax position has expired. If it is determined that any of the above conditions occur regarding our uncertain income tax positions, an adjustment to our unrecognized income tax benefits will be recorded at that time.

As of August 2, 2020, we had a $1.4 million total gross unrecognized income tax benefit, of which $1.1 million and $380,000 were recorded to income taxes payable-long-term and noncurrent deferred income taxes, respectively, in the accompanying Consolidated Balance Sheets. As of August 4, 2019, we had a $914,000 total gross unrecognized income tax benefit that was recorded to income taxes payable-long-term in the accompanying Consolidated Balance Sheets. As of May 3, 2020, we had a $1.3 million total gross income tax benefit that was recorded to income taxes payable-long term in the accompanying Consolidated Balance Sheets.

As of August 2, 2020, we had a $1.4 million total gross unrecognized income tax benefit, of which $1.1 million would favorably affect the income tax rate in future periods. As of August 4, 2019, the entire $914,000 total gross unrecognized income tax benefit would have favorably affected the income tax rate in future periods. As of May 3, 2020, the entire $1.3 million total gross unrecognized income would have favorably affected the income tax rate in future periods.

Our gross unrecognized income tax benefit of $1.4 million relates to income tax positions for which significant change is currently not expected within the next year. This amount primarily relates to double taxation under applicable income tax treaties with foreign tax jurisdictions.

16. Stock-Based Compensation

Equity Incentive Plan Description

On September 16, 2015, our shareholders approved an equity incentive plan titled the Culp, Inc. 2015 Equity Incentive Plan (the “2015 Plan”). The 2015 Plan authorizes the grant of stock options intended to qualify as incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance units, and other equity and cash related awards as determined by our Compensation Committee. An aggregate of 1,200,000 shares of common stock were authorized for issuance under the 2015 Plan, with certain sub-limits that would apply with respect to specific types of awards that may be issued as defined in the 2015 Plan.

As of August 2, 2020, there were 683,818 shares available for future equity-based grants under our 2015 plan.

Performance-Based Restricted Stock Units

Senior Executives

We grant performance-based restricted stock units to certain senior executives which could earn up to a certain number of shares of common stock if certain performance targets are met over a three-fiscal year performance period as defined in the related restricted stock unit agreements. The number of shares of common stock that are earned based on the performance targets that have been achieved may be adjusted based on a market-based total shareholder return component as defined in the related restricted stock unit agreements.

Compensation cost for share-based awards is measured based on their fair market value on the date of grant. The fair market value per share was determined using the Monte Carlo simulation model for the market-based total shareholder return component and the closing price of our common stock for the performance-based component.

There were 0 performance-based restricted stock units granted to certain senior executives during the three-months ended August 2, 2020.

The following table provides assumptions used to determine the fair market value of the market-based total shareholder return component using the Monte Carlo simulation model on our outstanding performance-based restricted units granted to certain senior executives on July 18, 2019 and August 2, 2018:

	July 18,			August 2,
	2019			2018
Closing price of our common stock	$	18.49		$	24.35
Expected volatility of our common stock		30.0	%		33.5	%
Expected volatility of peer companies (1) (2)	29.9% - 82.3%				16.0	%
Risk-free interest rate		1.73	%		2.74	%
Dividend yield		2.10	%		1.35	%
Correlation coefficient of peer companies (1) (2)	0.00 - 0.43				0.47

(1)

The expected volatility and correlation coefficient of our peer companies for the July 18, 2019 grant date were based on peer companies that were approved by the Compensation Committee of our board of directors as an aggregate benchmark for determining the market-based total shareholder return component. Therefore, we disclosed ranges of the expected volatility and correlation coefficient for the companies that represented this peer group.

~~The company’s nine months ended January 28, 2018, and January 29, 2017, represent 39 week periods, respectively.~~

~~2. Significant Accounting Policies~~

As of January 28, 2018, there were no changes in the nature of our significant accounting policies or the application of those policies from those reported in our annual report on Form 10-K for the year then ended April 30, 2017, with the exception of our assessments made and provisional amounts recorded with regard to the 2017 Tax Cuts and Jobs Act (see Note 13 for further details).

~~Recently Adopted Accounting Pronouncements~~

~~Measurement of Inventory~~

In July 2015, the FASB issued ASU No. 2015-11, “Simplifying the Measurement of Inventory”, which changed the measurement principle for inventory from the lower of cost or market to lower of cost and net realizable value. ASU No. 2015-11 was effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2016. As a result, we adopted ASU No. 2015-11 in the first quarter of fiscal 2018 and the adoption of this guidance did not have a significant impact on our consolidated financial statements.

~~Stock-Based Compensation~~

In March 2016, the FASB issued ASU No. 2016-09, "Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting". ASU No. 2016-09 was effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2016. Accordingly, we adopted this guidance during the first quarter of fiscal 2018. ASU No. 2016-09 aims to simplify several aspects of accounting and financial reporting for share-based payment transactions. One provision within this pronouncement requires that excess income tax benefits and deficiencies related to share-based payments be recognized within income tax expense as a discrete event in the period in which they occur, rather than within additional paid-in capital on our Consolidated Balance Sheet on a prospective basis. The impact to our results of operations related to this provision through the third quarter of fiscal 2018 was a reduction to income tax expense of $500,000. The impact of this provision on our future results of operations will depend in part on the market prices for the shares of our common stock on the dates there are taxable events related to the share-based awards, and therefore, the impact is difficult to predict. In connection with another provision within ASU No. 2016-09, we have elected to account for forfeitures of share-based awards as an estimate of the number of awards that are expected to vest, which is consistent with our accounting policy prior to adoption.

~~I - 6~~

~~Culp, Inc.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

Also, we adopted the provisions of ASU No. 2016-09 related to changes on the Consolidated Statements of Cash Flows on a retrospective basis. As a result, we no longer classify excess income tax benefits as a financing activity, which increased net cash provided by operating activities and reduced net cash provided by financing activities by $195,000 for the nine months ended January 29, 2017. Additionally, we no longer classify payments for employee taxes when common stock shares are withheld to satisfy the employer’s statutory income tax withholding obligation as an operating activity, which increased net cash provided by operating activities and reduced net cash provided by financing activities by $280,000 for the nine months ended January 29, 2017.

~~Recently Issued Accounting Pronouncements~~

~~In May 2014, the FASB issued ASU No. 2014-09, as amended,~~ ~~Revenue from Contracts with Customers.~~ The amendments in this ASU are intended to enhance the comparability of revenue recognition practices and will be applied to all contracts with customers. Improved disclosures related to the nature, amount, timing, and uncertainty of revenue that is recognized are requirements under the amended guidance. The new revenue standard will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. We are therefore required to apply the new revenue guidance in our fiscal 2019 interim and annual financial statements. This ASU can be adopted either retrospectively or as a cumulative-effect adjustment as of the date of adoption. Currently, we do not expect that this guidance will have a material impact on our results of operations and financial position, but we do expect this guidance to have a material impact on the disclosures required in our notes to the consolidated financial statements.

~~In February 2016, the FASB issued ASU No. 2016-02,~~ ~~Leases (Topic 842),~~ which increases transparency and comparability among companies accounting for lease transactions. The most significant change of this update will require the recognition of lease assets and liabilities on the balance sheet for operating lease arrangements with lease terms greater than twelve months for lessees. This update will require a modified retrospective application which includes a number of optional practical expedients related to the identification and classification of leases commenced before the effective date. This ASU is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2018. We are therefore required to apply this guidance in our fiscal 2020 interim and annual financial statements. We are currently assessing the impact that this guidance will have on our consolidated financial statements, but we expect this guidance to have a material impact on our financial position as a result of the requirement to recognize right-of-use assets and lease liabilities on our consolidated balance sheets.

~~In August 2016, the FASB issued ASU No. 2016-15,~~ ~~Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments~~, to address the diversity in how certain cash receipts and cash payments are presented in the statement of cash flows. This new guidance provides clarity around the cash flow classification for eight specific issues in an effort to reduce the current and potential future diversity in practice. This standard, which is to be applied retrospectively, will be effective for the first interim period within annual reporting periods beginning after December 15, 2017, and early adoption is permitted. We are therefore required to apply this new guidance in our fiscal 2019 interim and annual financial statements. We are currently assessing the impact that this guidance will have on our consolidated financial statements.

~~I - 7~~

~~Culp, Inc.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

~~In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740):~~ ~~Intra-Entity Transfers of Assets Other Than Inventory,~~ to reduce the diversity in practice and complexity associated with accounting for the income tax consequences of intra-entity transfers of assets other than inventory. Current GAAP prohibits recognition of deferred income taxes for an intra-entity transfer until the asset has been sold to an outside party. The new pronouncement stipulates that an entity should recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. This new guidance will be effective for annual reporting periods beginning after December 15, 2017, including interim periods within those annual reporting periods, with early adoption permitted in the first interim period only. We are therefore required to apply this new guidance in our fiscal 2019 interim and annual financial statements. The amendments are to be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. We are currently assessing the impact that this guidance will have on our consolidated financial statements.

~~There are no other new accounting pronouncements that are expected to have a significant impact on our consolidated financial statements.~~

~~3. Stock-Based Compensation~~

~~Equity Incentive Plan Description~~

On September 16, 2015, our shareholders approved an equity incentive plan entitled the Culp, Inc. 2015 Equity Incentive Plan (the “2015 Plan”). The 2015 Plan updated and replaced our 2007 Equity Incentive Plan (the “2007 Plan”) as the vehicle for granting new equity based awards substantially similar to those authorized under the 2007 Plan. In general, the 2015 Plan authorizes the grant of stock options intended to qualify as incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance units, and other equity and cash related awards as determined by our Compensation Committee. An aggregate of 1,200,000 shares of common stock were authorized for issuance under the 2015 Plan, with certain sub-limits that would apply with respect to specific types of awards that may be issued as defined in the 2015 Plan. In connection with the approval of the 2015 Plan, no further awards will be granted under the 2007 Plan, but outstanding awards under the 2007 Plan will be settled in accordance with their terms.

~~At January 28, 2018, there were 892,580 shares available for future equity based grants under our 2015 plan.~~

~~Incentive Stock Option Awards~~

~~We did not grant any incentive stock option awards through the third quarter of fiscal 2018.~~

At January 28, 2018, there were no option shares of common stock outstanding and exercisable. Therefore, there was no unrecognized compensation cost related to incentive stock option awards at January 28, 2018. No compensation expense was recorded for incentive stock options for the nine months ended January 28, 2018 and January 29, 2017, respectively.

~~The aggregate intrinsic value for options exercised for the nine months ending January 28, 2018 and January 29, 2017, was $393,000 and $128,000, respectively.~~

~~I - 8~~

~~Culp, Inc.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

~~Performance Based Restricted Stock Units~~

~~Executive Management~~

On July 13, 2017, we granted performance-based restricted stock units to members of executive management (NEOs) which could earn up to a certain number of shares of common stock if certain performance targets are met over a three-fiscal year performance period as defined in the related restricted stock unit agreements. The number of shares of common stock that are earned based on the performance targets that have been achieved will be adjusted based on a market-based total shareholder return component as defined in the related restricted stock unit agreements.

Compensation cost is measured based on the fair market value on the date of grant (July 13, 2017). The fair market value per share was determined using the Monte Carlo simulation model for the market-based total shareholder return component and the closing price of our common stock for the performance-based components.

~~The following table provides assumptions used to determine the fair market value of the market-based total shareholder return component using the Monte Carlo simulation model on the date of grant:~~

Closing price of our common stock $ 32.50
Expected volatility of our common stock 31.0 %
Expected volatility of peer companies 16.5 %
Risk-free interest rate 1.56 %
Dividend yield 1.66 %
Correlation coefficient of peer companies 0.46

On July 14, 2016 and July 15, 2015, we granted performance-based restricted stock units to NEOs which could earn up to a certain number of shares of common stock if certain performance targets were met over a three-fiscal year performance period as defined in the related restricted stock unit agreements. These awards were measured based on the fair market value (closing price of our common stock) on the date of grant. No market-based total shareholder return component was included in these awards.

(2)

The expected volatility and correlation coefficient of our peer companies for the August 2, 2018 grant date were based on the Russell 2000 Index, which was approved by the Compensation Committee of our board of directors as the benchmark for determining the market-based total shareholder return component. Since the Russell 2000 Index was the only benchmark for determining the market-based total shareholder return component, no ranges were disclosed for these assumptions.

Key Employees ~~and a Non-Employee~~

We granted performance-based restricted stock units which could earn up to a certain number of shares of common stock if certain performance targets are met over a three-fiscal year performance period as defined in the related restricted stock unit agreements. Our performance based restricted stock units granted to key employees were measured based on the fair market value (the closing price of our common stock) on the date of grant. Our performance based restricted stock units granted to a non-employee were measured based on the fair market value (the closing price of our common stock) at the earlier date of when the performance criteria are met or the end of the reporting period. No market-based total shareholder return component was included in these awards.

~~I - 9~~

~~Culp, Inc.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

~~The following table summarizes information related to our grants of performance based restricted stock units associated with NEOs and key employees that are currently unvested:~~

(3)
Restricted Stock Price Per Vesting
Date of Grant Units Awarded Share Period
July 13, 2017 (1) 78,195 $31.85(4) 3 years
July 13, 2017 (2) 44,000 $32.50(5) 3 years
July 14, 2016 (1) (2) 107,880 $28.00(5) 3 years
July 15, 2015 (1) (2) 107,554 $32.23(5) 3 years

~~(1) Performance-based restricted stock units awarded to NEOs.~~

~~(2) Performance-based restricted stock units awarded to key employees.~~

~~(3) Amounts represent the maximum number of common stock shares that could be earned if certain performance targets are met as defined in the related restricted stock unit agreements.~~

(4) Price per share represents the fair market value per share ($0.98 per $1 or a reduction of $0.65 to the closing price of the our common stock) determined using the Monte Carlo simulation model for the market-based total shareholder return component and the closing price of our common stock ($32.50) for the performance-based components of the performance-based restricted stock units granted to our NEOs on July 13, 2017.

~~(5) Price per share represents the closing price of our common stock on the date of grant.~~

~~The following table summarizes information related to our grants of performance-based restricted stock units associated with a non-employee that are currently unvested:~~

(1)
Restricted Stock Price Per Vesting
Date of Grant Units Awarded Share Period
July 13, 2017 10,200 $31.35(2) 3 years
July 14, 2016 11,549 $31.35(2) 3 years
July 15, 2015 10,364 $31.35(2) 3 years

~~(1) Amounts represent the maximum number of common stock shares that could be earned if certain performance targets are met as defined in the related restricted stock unit agreements.~~

(2) The respective grant was unvested at the end of our reporting period. Accordingly, the price per share represents the closing price of our common stock on January 28, 2018, the end of our reporting period.

~~I - 10~~

~~Culp, Inc.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

~~The following table summarizes information related to our performance based restricted stock units that vested during the nine month periods ending January 28, 2018 and January 29, 2017:~~

(3)
Common Stock Weighted Average Price
Fiscal Year Shares Vested Fair Value Per Share
Fiscal 2018 (1) 102,845 $1,820 $17.70 (4)
Fiscal 2018 (2) 16,000 $520 $32.50 (5)
Fiscal 2017 (1) 37,192 $637 $17.12 (4)
Fiscal 2017 (2) 12,000 $345 $28.77 (5)

~~(1) NEOs and key employees.~~

~~(2) Non-employee~~

~~(3) Dollar amounts are in thousands.~~

~~(4) Price per share represents closing price of our common stock on the date of grant.~~

(5) The respective grant vested during the first quarter of fiscal 2018 or 2017, respectively. Accordingly, the price per share represents the closing price of our common stock on the date the award vested.

~~Overall~~

We recorded compensation expense of $2.2 million and $2.5 million within selling, general, and administrative expense associated with our performance based restricted stock units for the nine month periods ending January 28, 2018 and January 29, 2017, respectively. Compensation cost is recorded based on an assessment each reporting period of the probability that certain performance goals will be met during the vesting period. If performance goals are not probable of occurrence, no compensation cost will be recognized and any recognized compensation cost would be reversed.

At January 28, 2018, the remaining unrecognized compensation cost related to the performance based restricted stock units was $3.8 million, which is expected to be recognized over a weighted average vesting period of 1.8 years.

~~Common Stock Awards~~

We granted a total of 4,800 shares of common stock to our outside directors on October 2, 2017, and October 3, 2016, respectively. These shares of common stock vested immediately and were valued based on the fair market value on the date of grant. The fair value of these awards were $33.20 and $29.80 per share, on October 2, 2017, and October 3, 2016, which represents the closing price of our common stock on the date of grant.

We recorded $159,000 and $143,000 of compensation expense within selling, general, and administrative expense for these common stock awards for the nine month periods ending January 28, 2018 and January 29, 2017, respectively.

~~I - 11~~

~~Culp, Inc.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

~~Time Vested Restricted Stock Units~~

~~Fiscal 2018 Grant~~

On July 13, 2017, an employee was granted 1,200 shares of time vested restricted stock units which will vest over the requisite service period of 11 months. This award was measured at its fair market value, which was $32.50 per share, and represented the closing price of our common stock on the date of grant.

~~Fiscal 2017 Grant~~

On July 14, 2016, an employee was granted 1,200 shares of time vested restricted stock units which vested over the requisite service period of 11 months. This award was measured at its fair market value, which was $28 per share, and represented the closing price of our common stock on the date of grant.

~~During the first quarter of fiscal 2018, 1,200 shares of common stock associated with this grant vested and had a weighted average fair value of $34,000 or $28 per share.~~

~~Overall~~

We recorded compensation expense of $28,000 and $20,000 within selling, general, and administrative expense associated with our time vested restricted stock unit awards for the nine month periods ending January 28, 2018 and January 29, 2017, respectively.

~~At January 28, 2018, the remaining unrecognized compensation cost related to unvested time vested restricted stock awards was $16,000, which is expected to be recognized over the next 4.5 months.~~

~~4. Accounts Receivable~~

~~A summary of accounts receivable follows:~~

(dollars in thousands)
January 28, 2018 January 29, 2017 April 30, 2017
Customers $ 27,666 $ 24,339 $ 26,211
Allowance for doubtful accounts (357 ) (397 ) (414 )
Reserve for returns and allowances and discounts (1,212 ) (1,216 ) (1,220 )
$ 26,097 $ 22,726 $ 24,577

~~A summary of the activity in the allowance for doubtful accounts follows:~~

Nine months ended
(dollars in thousands) January 28, 2018 January 29, 2017
Beginning balance $ (414 ) $ (1,088 )
Provision for bad debts 57 239
Net write-offs, net of recoveries - 452
Ending balance $ (357 ) $ (397 )

~~I - 12~~

~~Culp, Inc.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

~~A summary of the activity in the allowance for returns and allowances and discounts accounts follows:~~

Nine months ended
(dollars in thousands) January 28, 2018 January 29, 2017
Beginning balance $ (1,220 ) $ (962 )
Provision for returns, allowances and discounts (2,332 ) (2,357 )
Credits issued 2,340 2,103
Ending balance $ (1,212 ) $ (1,216 )

~~5. Inventories~~

~~Inventories are carried at the lower of cost or market. Cost is determined using the FIFO (first-in, first-out) method.~~

~~A summary of inventories follows:~~

dollars in thousands) January 28, 2018 January 29, 2017 April 30, 2017
Raw materials $ 6,654 $ 6,977 $ 6,456
Work-in-process 3,151 3,161 3,095
Finished goods 45,846 36,055 41,931
$ 55,651 $ 46,193 $ 51,482

~~6. Other Noncurrent Assets~~

~~A summary of other noncurrent assets follows:~~

(dollars in thousands) January 28, 2018 January 29, 2017 April 30, 2017
Cash surrender value – life insurance $ 394 $ 376 $ 376
Non-compete agreement, net 772 847 828
Customer relationships, net 625 677 664
Other 524 517 526
$ 2,315 $ 2,417 $ 2,394

~~Non-Compete Agreement~~

We recorded our non-compete agreement at its fair value based on a discounted cash flow valuation model. Our non-compete agreement is amortized on a straight-line basis over the fifteen year life of the respective agreement.

The gross carrying amount of our non-compete agreement was $2.0 million at January 28, 2018, January 29, 2017 and April 30, 2017, respectively. Accumulated amortization for our non-compete agreement was $1.2 million at January 28, 2018, January 29, 2017, and April 30, 2017, respectively.

Amortization expense for our non-compete agreement was $56,000 for the nine month periods ending January 28, 2018 and January 29, 2017. The remaining amortization expense for the next five fiscal years and thereafter follows: FY 2018 - $19,000; FY 2019 - $75,000; FY 2020 - $75,000; FY 2021 - $75,000; FY 2022 - $75,000 and Thereafter - $453,000.

~~I - 13~~

~~Culp, Inc.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

~~The weighted average amortization period for our non-compete agreement is 10.3 years as of January 28, 2018.~~

~~Customer Relationships~~

We recorded our customer relationships at their fair value based on a multi-period excess earnings valuation model. Our customer relationships are amortized on a straight-line basis over its seventeen year useful life.

The gross carrying amount of our customer relationships was $868,000 at January 28, 2018, January 29, 2017, and April 30, 2017, respectively. Accumulated amortization for our customer relationships was $243,000, $191,000, and $204,000 at January 28, 2018, January 29, 2017, and April 30, 2017, respectively.

Amortization expense for our customer relationships was $38,000 for the nine months ended January 28, 2018 and January 29, 2017. The remaining amortization expense for the next five fiscal years and thereafter follows: FY 2018 - $12,000; FY 2019 - $51,000; FY 2020 - $51,000; FY 2021 - $51,000; FY 2022 - $51,000; and Thereafter - $409,000.

~~The weighted average amortization period for our customer relationships is 12.3 years as of January 28, 2018.~~

~~Cash Surrender Value – Life Insurance~~

~~At January 28, 2018, January 29, 2017, and April 30, 2017, we had one life insurance contract with a death benefit of $1.4 million.~~

Our cash surrender value – life insurance balances totaling $394,000, $376,000 and $376,000 at January 28, 2018, January 29, 2017, and April 30, 2017, respectively, are collectible upon death of the respective insured.

~~7. Accrued Expenses~~

~~A summary of accrued expenses follows:~~

(dollars in thousands) January 28, 2018 January 29, 2017 April 30, 2017
Compensation, commissions and related benefits $ 6,288 $ 9,205 $ 10,188
Advertising rebates 482 118 468
Interest 5 11 51
Other accrued expenses 2,067 1,177 1,240
$ 8,842 $ 10,511 $ 11,947

~~I - 14~~

~~Culp, Inc.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

~~8. Lines of Credit~~

~~Revolving Credit Agreement – United States~~

Our Credit Agreement with Wells Fargo Bank, N.A. (“Wells Fargo”) provides a revolving loan commitment of $30 million. Interest was charged at a rate (applicable interest rate of 3.02%, 2.23%, and 2.45% at January 28, 2018, January 29, 2017, and April 30, 2017) as a variable spread over LIBOR based on our ratio of debt to EBITDA. The Credit Agreement contains certain financial and other covenants as defined in the agreement and is set to expire on August 15, 2018.

The purposes of our revolving credit line is to support potential short term cash needs in different jurisdictions within our global operations, mitigate our risk associated with foreign currency exchange rate fluctuations, and ultimately repatriate earnings and profits from our foreign subsidiaries to the U.S. for various strategic purposes

Outstanding borrowings are secured by a pledge of 65% of the common stock of Culp International Holdings Ltd. (our subsidiary located in the Cayman Islands), as required by the Credit Agreement. There were no borrowings outstanding under the Credit Agreement at January 28, 2018, January 29, 2017, and April 30, 2017.

~~At January 28, 2018, January 29, 2017, and April 30, 2017, there were $250,000 in outstanding letters of credit (all of which related to workers compensation) provided by the Credit Agreement.~~

Effective August 1, 2016, we entered into a Third Amendment to our Credit Agreement that allows us to issue letters of credit not to exceed $7.5 million. On August 3, 2016, we issued a $5.0 million letter of credit ($2.5 million was outstanding at January 28, 2018 in addition to the $250,000 letter of credit noted above) for the construction of a new building associated with our mattress fabrics segment (see Note 15 for further details). The $2.5 million outstanding letter of credit was automatically reduced by $1.25 million on February 1, 2018 and will be automatically reduced by an additional $1.25 million on May 15, 2018.

~~Revolving Credit Agreement – China~~

At January 28, 2018, our unsecured credit agreement associated with our operations in China provided for a line of credit up to 40 million Chinese Yuan Renminbi (approximately $6.4 million USD at January 28, 2018), and was set to expire on February 15, 2018. This agreement bears interest at a rate determined by the Chinese government and there were no borrowings outstanding as of January 28, 2018, January 29, 2017, and April 30, 2017. On March 2, 2018, we renewed this unsecured agreement to extend the expiration date to March 2, 2019.

~~Overalls~~

~~Our loan agreements require, among other things, that we maintain compliance with certain financial covenants. At January 28, 2018, the company was in compliance with these financial covenants.~~

~~9. Fair Value of Financial Instruments~~

~~Level 1 – Quoted market prices in active markets for identical assets or liabilities;~~

~~I - 15~~

~~Culp, Inc.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

~~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 that market participants would use.~~

~~Recurring Basis~~

~~The following table presents information about assets measured at fair value on a recurring basis:~~

Fair value measurements at January 28, 2018 using:

Quoted prices
in active
markets for
identical assets
Significant other
observable inputs

Significant
unobservable
inputs

(amounts in thousands) Level 1 Level 2 Level 3 Total

Assets:
Premier Money Market Fund $ 6,287 N/A N/A $ 6,287
Low Duration Bond Fund 1,085 N/A N/A 1,085
Intermediate Term Bond Fund 759 N/A N/A 759
Strategic Income Fund 628 N/A N/A 628
Large Blend Fund 431 N/A N/A 431
Growth Allocation Fund 171 N/A N/A 171
Moderate Allocation Fund 114 N/A N/A 114
Other 173 N/A N/A 173

Fair value measurements at January 29, 2017 using:

Quoted prices
in active
markets for
identical assets
Significant other
observable inputs

Significant
unobservable
inputs

(amounts in thousands) Level 1 Level 2 Level 3 Total

Assets:
Premier Money Market Fund $ 4,888 N/A N/A $ 4,888
Low Duration Bond Fund 1,073 N/A N/A 1,073
Intermediate Term Bond Fund 739 N/A N/A 739
Strategic Income Fund 598 N/A N/A 598
Large Blend Fund 343 N/A N/A 343
Growth Allocation Fund 113 N/A N/A 113
Moderate Allocation Fund 83 N/A N/A 83
Other 61 N/A N/A 61

~~I - 16~~

~~Culp, Inc.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

Fair value measurements at April 30, 2017 using:

Quoted prices
in active
markets for
identical assets
Significant other
observable inputs

Significant
unobservable
inputs

(amounts in thousands) Level 1 Level 2 Level 3 Total

Assets:
Premier Money Market Fund $ 4,811 N/A N/A $ 4,811
Low Duration Bond Fund 1,081 N/A N/A 1,081
Intermediate Term Bond Fund 751 N/A N/A 751
Strategic Income Fund 611 N/A N/A 611
Large Blend Fund 365 N/A N/A 365
Growth Allocation Fund 126 N/A N/A 126
Moderate Allocation Fund 88 N/A N/A 88
Other 76 N/A N/A 76

~~Short-Term Investments – Available for Sale~~

At January 28, 2018, January 29, 2017, and April 30, 2017, our short-term investments classified as available for sale totaled $2.5 million, $2.4 million, and $2.4 million, respectively, and consisted of short-term bond funds. Since these short-term bond funds are classified as available for sale, these investments are recorded at their fair market value and their unrealized gains or losses are included in other comprehensive income (loss). Our short-term bond investments had an accumulated unrealized loss totaling $57,000, $68,000, and $47,000 at January 28, 2018, January 29, 2017, and April 30, 2017, respectively. At January 28, 2018, January 29, 2017, and April 30, 2017, the fair value of our short-term bond funds approximated its cost basis.

~~Short-Term and Long-Term Investments - Held-To-Maturity~~

During the second quarter of fiscal 2017, management decided to invest approximately $31.0 million in investment grade U.S. Corporate bonds with maturities that ranged from 2 to 2.5 years. The purpose of this investment was to earn a higher rate of return on our excess cash located in the Cayman Islands. These investments are classified as held-to-maturity as we have the positive intent and ability to hold these investments until maturity. Our held-to-maturity investments will be recorded as either current or noncurrent on our Consolidated Balance Sheets, based on contractual maturity date as of a respective reporting period and recorded at amortized cost.

At January 28, 2018, January 29, 2017 and April 30, 2017, our held-to-maturity investments recorded at amortized cost totaled $30.8 million, $30.8 million, and $30.9 million, respectively, and consisted of U.S. Corporate bonds. The fair value of our held-to-maturity investments at January 28, 2018, January 29, 2017, and April 30, 2017 totaled $30.7 million, $30.7 million, and $30.8 million, respectively.

Our U.S. corporate bonds were classified as level 2 as they are traded over the counter within a broker network and not on an active market. The fair value of our U.S. corporate bonds is determined based on a published source that provides an average bid price. The average bid price is based on various broker prices that are determined based on market conditions, interest rates, and the rating of the respective U.S. corporate bond.

~~I - 17~~

~~Culp, Inc.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

~~Long-Term Investments - Rabbi Trust~~

We have a Rabbi Trust to set aside funds for participants of our deferred compensation plan (the “Plan”) which allows the participants to credit their contributions to various investment options of the Plan. The investments associated with the Rabbi Trust consist of a money market fund and various mutual funds that are classified as available for sale.

These long-term investments are recorded at their fair values of $7.2 million, $5.5 million, and $5.5 million at January 28, 2018, January 29, 2017, and April 30, 2017, respectively. Our long-term investments had an accumulated unrealized gain of $113,000, $11,000 and $43,000 at January 28, 2018, January 29, 2017, and April 30, 2017, respectively. The fair value of our long-term investments associated with our Rabbi Trust approximates its cost basis.

~~Other~~

The carrying amount of our cash and cash equivalents, accounts receivable, other current assets, accounts payable, accrued expenses, and line of credit approximates fair value because of the short maturity of these financial instruments.

~~10. Cash Flow Information~~

Interest and income taxes paid are as follows:
Nine months ended
(dollars in thousands) January 28, 2018 January 29, 2017
Interest $ 181 $ 110
Income taxes 3,426 4,704

~~Interest costs charged to operations were $168,000 and $97,000 for the nine months ended January 28, 2018 and January 29, 2017, respectively.~~

Interest costs of $99,000 and $97,000 for the construction of qualifying fixed assets were capitalized for the nine months ended January 28, 2018 and January 29, 2017, respectively. As a result, these interest costs will be amortized over the related assets’ useful lives.

~~11. Net (Loss) Income Per Share~~

Basic net (loss) income per share is computed using the weighted-average number of shares outstanding during the period. Diluted net (loss) income per share uses the weighted-average number of shares outstanding during the period plus the dilutive effect of stock-based compensation calculated using the treasury stock method. Weighted average shares used in the computation of basic and diluted net (loss) income per share follows:

~~I - 18~~

~~Culp, Inc.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

Three months ended
(amounts in thousands) January 28, 2018 January 29, 2017
Weighted average common shares outstanding, basic 12,436 12,313
Dilutive effect of stock-based compensation - 231
Weighted average common shares outstanding, diluted 12,436 12,544

All options to purchase shares of common stock were included in the computation of diluted net (loss) income for the three months ended January 28, 2018 and January 29, 2017, as the exercise price of the options was less than the average market price of the common shares. Stock-based compensation awards totaling 160,743 shares of common stock were not included in the computation of diluted net loss per share for the three months ended January 28, 2018 as we incurred a net loss for that reporting period.

Nine months ended
(amounts in thousands) January 28, 2018 January 29, 2017
Weighted average common shares outstanding, basic 12,425 12,302
Dilutive effect of stock-based compensation 201 215
Weighted average common shares outstanding, diluted 12,626 12,517

All options to purchase shares of common stock were included in the computation of diluted net income for the nine months ended January 28, 2018 and January 29, 2017, as the exercise price of the options was less than the average market price of the common shares.

~~12. Segment Information~~

Our operations are classified into two business segments: mattress fabrics and upholstery fabrics. The mattress fabrics segment manufactures, sources, and sells fabrics and mattress covers to bedding manufacturers. The upholstery fabrics segment manufactures, sources, develops, and sells fabrics primarily to residential and commercial furniture manufacturers.

We evaluate the operating performance of our segments based upon income from operations before certain unallocated corporate expenses and other non-recurring items. Cost of sales in both segments include costs to manufacture, develop, or source our products, including costs such as raw material and finished goods purchases, direct and indirect labor, overhead and incoming freight charges. Unallocated corporate expenses primarily represent compensation and benefits for certain executive officers, all costs related to being a public company, and other miscellaneous expenses. Segment assets include assets used in the operations of each segment and primarily consist of accounts receivable, inventories, and property, plant and equipment. The mattress fabrics segment also includes in segment assets, goodwill, investment in an unconsolidated joint venture, a non-compete agreement, and customer relationships associated with an acquisition.

~~I - 19~~

~~Culp, Inc.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

~~Financial information for the company’s operating segments follows:~~

Three months ended
January 28, 2018 January 29, 2017
Net sales:

Mattress Fabrics $ 49,042 $ 45,920
Upholstery Fabrics 36,268 30,249
$ 85,310 $ 76,169
Gross profit:

Mattress Fabrics $ 10,146 $ 9,758
Upholstery Fabrics 7,457 7,001
$ 17,603 $ 16,759
Selling, general, and administrative expenses

Mattress Fabrics $ 3,309 $ 3,391
Upholstery Fabrics 3,947 3,901
Total segment selling, general, and administrative expenses $ 7,256 $ 7,292
Unallocated corporate expenses 2,703 2,532
$ 9,959 $ 9,824
Income from operations:

Mattress Fabrics $ 6,837 $ 6,367
Upholstery Fabrics 3,510 3,100
Total segment income from operations $ 10,347 $ 9,467
Unallocated corporate expenses (2,703 ) (2,532 )
Total income from operations $ 7,644 $ 6,935
Interest expense (31 ) -
Interest income 132 124
Other expense (229 ) (69 )
Income before income taxes $ 7,516 $ 6,990

Nine months ended
(dollars in thousands)
January 28, 2018 January 29, 2017
Net sales:

Mattress Fabrics $ 146,072 $ 141,977
Upholstery Fabrics 99,469 90,217
$ 245,541 $ 232,194
Gross profit:

Mattress Fabrics $ 29,641 $ 32,414
Upholstery Fabrics 20,232 19,665
$ 49,873 $ 52,079
Selling, general, and administrative expenses:

Mattress Fabrics $ 9,868 $ 10,185
Upholstery Fabrics 11,458 11,086
Total segment selling, general, and administrative expenses 21,326 21,271
Unallocated corporate expenses 7,550 7,900
$ 28,876 $ 29,171
Income from operations:

Mattress Fabrics $ 19,774 $ 22,229
Upholstery Fabrics 8,773 8,579
Total segment income from operations 28,547 30,808
Unallocated corporate expenses (7,550 ) (7,900 )
Total income from operations 20,997 22,908
Interest expense (69 ) -
Interest income 391 164
Other expense (903 ) (376 )
Income before income taxes $ 20,416 $ 22,696

~~I - 20~~

~~Culp, Inc.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

~~Balance sheet information for the company’s operating segments follows:~~

(dollars in thousands)
January 28, 2018 January 29, 2017 April 30, 2017
Segment assets:
Mattress Fabrics
Current assets (1) $ 42,195 $ 41,498 $ 47,038
Non-compete agreement 772 847 828
Customer relationships 625 677 664
Investment in unconsolidated joint venture 1,518 600 1,106
Goodwill 11,462 11,462 11,462
Property, plant and equipment (2) 49,289 47,755 48,916
Total mattress fabrics assets 105,861 102,839 110,014
Upholstery Fabrics
Current assets (1) 39,553 27,421 29,021
Property, plant and equipment (3) 2,101 1,826 1,879
Total upholstery fabrics assets 41,654 29,247 30,900
Total segment assets 147,515 132,086 140,914
Non-segment assets:
Cash and cash equivalents 22,428 15,659 20,795
Short-term investments (Available for Sale) 2,472 2,410 2,443
Short-term investments (Held-to-Maturity) 17,206 - -
Deferred income taxes 1,942 422 419
Other current assets 3,114 2,514 2,894
Property, plant and equipment (4) 448 752 856
Long-term investments (Held-to-Maturity) 13,625 30,832 30,945
Long-term investments (Rabbi Trust) 7,176 5,488 5,466
Other assets 918 893 902
Total assets $ 216,844 $ 191,056 $ 205,634

Nine months ended
(dollars in thousands) January 28, 2018 January 29, 2017
Capital expenditures (5):
Mattress Fabrics $ 5,445 $ 14,957
Upholstery Fabrics 379 645
Unallocated Corporate 47 72
Total capital expenditures $ 5,871 $ 15,674
Depreciation expense:
Mattress Fabrics $ 5,068 $ 4,673
Upholstery Fabrics 611 631
Total depreciation expense $ 5,679 $ 5,304

~~(1)~~

~~Current assets represent accounts receivable~~ and ~~inventory for~~a Non-Employee

We grant performance-based restricted stock units which could earn up to a certain number of shares of common stock if certain performance targets are met over a three-fiscal year performance period as defined in the ~~respective segment.~~related restricted stock unit agreements.

Our performance-based restricted stock units granted to key employees were measured based on the fair market value (the closing price of our common stock) on the date of grant. No market-based total shareholder return component was included in these awards. Our performance-based restricted stock units granted to a non-employee, which vested during the first quarter of fiscal 2020, weremeasured based on the fair market value (closing price of our common stock) on the date when the performance criteria were met.

There were 0 performance-based restricted stock units granted to our key employees or any non-employees during the three-months ended August 2, 2020.

Overall

The following table summarizes information related to our grants of performance-based restricted stock units associated with certain senior executives and key employees that are currently unvested as of August 2, 2020:

	(3)		(4)
	Performance-Based		Restricted Stock
	Restricted Stock		Units Expected
Date of Grant	Units Awarded		to Vest		Price Per Share			Vesting Period
July 18, 2019 (1)		93,653		—	$	19.04	(5)	3 years
July 18, 2019 (2)		29,227		—	$	18.49	(7)	3 years
August 2, 2018 (1)		86,599		—	$	18.51	(6)	3 years
August 2, 2018 (2)		47,800		—	$	24.35	(7)	3 years

(1)	Performance-based restricted stock units awarded to certain senior executives.

(2)	Performance-based restricted stock units awarded to key employees.

(3)	Amounts represent the maximum number of common stock shares that could be earned if certain performance targets are met as defined in the related restricted stock unit agreements.

(4)

Compensation cost is based on an assessment each reporting period to determine the probability if certain performance goals will be met as of the end of the vesting period, and in turn the number of shares that are expected to be awarded at the end vesting period. These amounts represent the number of shares that were expected to vest as of August 2, 2020.

(5)

Price per share represents the fair market value per share ($1.03 per $1 or an increase of $0.55 to the closing price of our common stock on the date of grant) determined using the Monte Carlo simulation model for the market-based total shareholder return component and the closing price of our common stock ($18.49) for the performance-based component of the performance-based restricted stock units granted to certain senior executives on July 18, 2019.

(6)

Price per share represents the fair market value per share ($0.76 per $1 or a reduction of $5.84 to the closing price of the common stock on the date of grant) determined using the Monte Carlo simulation model for the market-based total shareholder return component and the closing price of our common stock ($24.35) for the performance-based component of the performance-based restricted stock units granted to certain senior executives on August 2, 2018.

(7)	Price per share represents the closing price of our common stock on the date of grant.

~~(2)~~

The ~~$49.3~~following table summarizes information related to our performance-based restricted stock units that vested during the three-month periods ending August 2, 2020 and August 4, 2019:

	Performance-Based
	Restricted Stock		(3)		Price
Fiscal Year	Units Vested		Fair Value		Per Share
Fiscal 2021 (1)		3,277	$	33	$	9.96	(4)
Fiscal 2021 (1)		3,710	$	37	$	9.96	(4)
Fiscal 2020 (1)		11,351	$	197	$	17.36	(4)
Fiscal 2020 (2)		4,961	$	86	$	17.36	(4)

(1)	Certain senior executives and key employees.

(2)	Non-employee

(3)	Dollar amounts are in thousands.

(4)	Price per share is derived from the closing price of our common stock on the date the respective performance based restricted stock units vested.

We recorded a (credit) or a charge to compensation expense of $(11,000) and compensation expense of $68,000 within selling, general, and administrative expenses for the three-month periods ending August 2, 2020, and August 4, 2019, respectively. Compensation cost is recorded based on an assessment each reporting period to determine the probability if certain performance goals will be met as of the end of the vesting period. If certain performance goals are not expected to be achieved, compensation cost would not be recorded, and any previously recognized compensation cost would be reversed.

As of August 2, 2020, there were 0 performance-based restricted stock units expected to vest. Therefore, there was 0 unrecognized compensation cost related to our outstanding performance-based restricted stock units as of August 2, 2020.

Time-Based Restricted Stock Units

The following table summarizes information related to our grants of time-based restricted stock unit awards associated with certain senior executives and key members of management that are unvested as of August 2, 2020:

	Time-Based
	Restricted Stock
Date of Grant	Units Awarded		Price Per Share			Vesting Period
July 18, 2019		34,399	$	18.49	(1)	3 years
August 2, 2018		10,000	$	24.35	(1)	5 years

(1)	Price per share represents closing price of common stock on the date the respective award was granted.

Overall

We recorded compensation expense of $67,000 and $16,000 within selling, general, and administrative expenses associated with our time-based restricted stock unit awards for the three-month periods ending August 2, 2020, and August 4, 2019, respectively.

As of August 2, 2020, the remaining unrecognized compensation cost related to our time-based restricted stock units was $556,000, which is expected to be recognized over a weighted average vesting period of 2.1 years. As of August 2, 2020, the time-based restricted stock units that are expected to vest had a fair value totaling $493,000.

Common Stock Award

We granted a total of 7,000 shares of common stock to our outside directors on July 1, 2020. These shares of common stock vested immediately and were measured at their fair value on the date of grant. The fair value of this award was $10.00 per share on July 1, 2020, which represents the closing price of our common stock on the date of grant.

We granted a total of 3,659 shares of common stock to our outside directors on July 1, 2019. These shares of common stock vested immediately and were measured at their fair value on the date of grant. The fair value of this award was $19.21 per share on July 1, 2019, which represents the closing price of our common stock on the date of grant.

We recorded $70,000 of compensation expense within selling, general, and administrative expenses for common stock awards to our outside directors for the three-months ending August 2, 2020, and August 4, 2019, respectively.

17. Leases

Overview

We lease manufacturing facilities, office space, distribution centers, and equipment under operating lease arrangements. We determine if an arrangement is a lease at its inception if it conveys the right to control the use of identified property, plant, or equipment for a period of time in exchange for consideration. Operating leases with an initial term of 12 months or less are not recognized in our Consolidated Balance Sheets. We recognize a right of use asset and lease liability on the commencement date of a lease arrangement based on the present value of lease payments over the lease term.

Our operating leases have remaining lease terms of 1 to 6 years, with renewal options for additional periods ranging up to 10 years. A lease term may include renewal options if it is reasonably certain that the option to renew a lease period will be exercised. A renewal option is considered reasonably certain to be exercised if there is a significant economic incentive, as defined in ASC Topic 842, to exercise the renewal option on the date a lease arrangement is commenced. Currently, renewal options are not included in the lease terms for any of our leases, as there is not a significant economic incentive for us to exercise any of our renewal options.

Most of our leases do not provide an implicit interest rate, and as a result, we use our incremental borrowing rate based on information available on the commencement date of a lease arrangement in determining the present value of lease our payments.

Balance Sheet

The right of use asset and lease liabilities associated with our operating leases as of August 2, 2020, August 4, 2019, and May 3, 2020, are as follows:

			(1)
(dollars in thousands)	August 2, 2020		August 4, 2019		May 3, 2020
Right of use asset	$	6,443	$	6,530	$	3,903
Operating lease liability - current		2,387		2,456		1,805
Operating lease liability – noncurrent		4,214		3,955		2,016

(1)

As of August 4, 2019, right of use assets totaled $6.5 million, of which $5.5 million and $1.0 million were classified as right of use asset and within noncurrent assets – discontinued operation, respectively, in the accompanying Consolidated Balance Sheet. At August 4, 2019, operating lease liabilities totaled $6.4 million, of which $2.3 million, $186,000, $3.1 million, and $874,000 were classified as operating lease liability – current, within current liabilities – discontinued operation, operating lease liability – long-term, and within noncurrent liabilities – discontinued operation, respectively, in the accompanying Consolidated Balance Sheet.

Supplemental Cash Flow Information

	Three Months Ended
(dollars in thousands)	August 2, 2020
Operating lease liability payments	$	445
Right of use assets exchanged for lease liabilities		3,154

During the three-month period ending August 2, 2020, we entered into agreements that extended the lease term for 2 buildings associated with our upholstery fabrics operations located in China through December 2024, resulting in $2.6 million of additional right of use assets and lease liabilities. Also, we entered into a new agreement to lease a warehouse associated with our mattress fabrics operations in Canada. This lease agreement has a three-year term that is set to expire in June 2023, resulting in a $550,000 additional right of use assets and lease liability.

	Three Months Ended
(dollars in thousands)	August 4, 2019
Operating lease liability payments	$	657
Right of use assets exchanged for lease liabilities		—

Operating lease expense for the three-months ended August 2, 2020, and August 4, 2019, was $658,000 and $719,000, respectively. Short-term lease and variable lease expenses were immaterial for the three-months ended August 2, 2020, and August 4, 2019.

Other Information

Maturity of our operating lease liabilities for the remainder of fiscal 2021, the subsequent next four fiscal years, and thereafter follows:

(dollars in thousands)
2021	$	2,050
2022		1,765
2023		1,350
2024		1,079
2025		663
Thereafter		—
	$	6,907
Less: interest		(306	)
Present value of lease liabilities	$	6,601

As of August 2, 2020, the weighted average remaining lease term and discount rate for our operating leases follows:

	August 2, 2020
Weighted average lease term	3.5 years
Weighted average discount rate		2.78	%

As of August 4, 2019, the weighted average remaining lease term and discount rate for our operating leases follows:

	August 4, 2019
Weighted average lease term	3.5 years
Weighted average discount rate		3.82	%

18. Commitments and Contingencies

Litigation

The company is involved in legal proceedings and claims which have arisen in the ordinary course of business. Management has determined that it is not reasonably possible that these actions, when ultimately concluded and settled, will have a material adverse effect upon the financial position, results of operations, or cash flows of the company.

Accounts Payable – Capital Expenditures

As of August 2, 2020, August 4, 2019, and May 3, 2020, we had total amounts due regarding capital expenditures totaling $333,000, $50,000, and $107,000, respectively, which pertained to outstanding vendor invoices, none of which were financed. These total outstanding amounts were required to be paid based on normal credit terms.

Purchase Commitments – Capital Expenditures

As of August 2, 2020, we had open purchase commitments to acquire equipment for our mattress fabrics segment totaling $2.0 million.

19. Statutory Reserves

Our subsidiaries located in China are required to transfer 10% of their net income, as determined in accordance with the People’s Republic of China (PRC) accounting rules and regulations, to a statutory surplus reserve fund until such reserve balance reaches 50% of the company’s registered capital.

The transfer to this reserve must be made before distributions of any dividend to shareholders. As of August 2, 2020, the company’s statutory surplus reserve was $4.2 million, representing 10% of accumulated earnings and profits determined in accordance with PRC accounting rules and regulations. The surplus reserve fund is non-distributable other than during liquidation and can be used to fund previous years’ losses, if any. The surplus reserve fund may be utilized for business expansion or converted into share capital by issuing new shares to existing shareholders in proportion to their shareholding or by increasing the par value of the shares currently held by them provided that the remaining reserve balance after such issue is not less than 25% of the registered capital.

Our subsidiaries located in China can transfer funds to the parent company except for the statutory surplus reserve of $4.2 million to assist with debt repayment, capital expenditures, and other expenses of the company’s business.

20. Common Stock Repurchase Program

In March 2020, our board of directors approved an authorization for us to acquire up to $5.0 million of our common stock. Under the common stock repurchase program, shares may be purchased from time to time in open market transactions, block trades, through plans established under the Securities Exchange Act Rule 10b5-1, or otherwise. The number of shares purchased, and the timing of such purchases will be based on working capital requirements, market and general business conditions, and other factors, including alternative investment opportunities.

As part of our comprehensive response to the COVID-19 pandemic, we announced on April 3, 2020, that our board of directors temporarily suspended the share repurchase program given the ongoing economic disruption and uncertainty. Accordingly, we did 0t purchase any shares of our common stock during the three-month period ending August 2, 2020. Additionally, we did 0t purchase any shares of our common stock during the three-month period ending August 4, 2019.

As of August 2, 2020, we had $5.0 million available for repurchases of our common stock.

21. Dividend Program

On September 2, 2020, we announced that our board of directors approved a quarterly cash dividend of $0.105 per share. This payment will be made on or about October 15, 2020, to shareholders of record as of October 8, 2020.

During the three-months ended August 2, 2020, dividend payments totaled $1.3 million, which represented a quarterly dividend payment of $0.105 per share. During the three-months ended August 4, 2019, dividend payments totaled $1.2 million, which represented a quarterly dividend payment of $0.10 per share.

Our board of directors has sole authority to determine if and when we will declare future dividends and on what terms. Future dividend payments are subject to final determination by our board of directors and will depend on our earnings, capital requirements, financial condition, excess availability under our lines of credit, market conditions, and other factors we consider relevant.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION

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 the 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 or valuation allowances 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, are included in Item 1A “Risk Factors” section in our Form 10-K filed with the Securities and Exchange Commission on July 17, 2020, for the fiscal year ended May 3, 2020, and our subsequent periodic reports filed with the Securities and Exchange Commission.A forward-looking statement is neither a prediction nor a guarantee of future events or circumstances, and those future events or circumstances may not occur.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following analysis of financial condition and results of operations should be read in conjunction with the Financial Statements and Notes and other exhibits included elsewhere in this report.

We sold our majority ownership interest in eLuxury, LLC (“eLuxury”) on March 31, 2020, resulting in the elimination of our home accessories segment at ~~January 28, 2018,~~such time. Accordingly, the results of operations and assets and liabilities for this segment are excluded from the company’s continuing operations for the three-month period ended August 4, 2019 and presented as a discontinued operation in this report. See Note 3 - Home Accessories Segment - Discontinued Operation, of the consolidated financial statements for further details.

General

Our fiscal year is the 52 or 53-week period ending on the Sunday closest to April 30. The three-months ended August 2, 2020, and August 4, 2019, represent 13-week and 14-week periods, respectively.

Our continuing operations are classified into two business segments: mattress fabrics and upholstery fabrics. The mattress fabrics segment manufactures, sources, and sells fabrics and mattress covers primarily to bedding manufacturers. We have wholly owned mattress fabric operations located in Stokesdale, NC, High Point, NC, and Quebec, Canada, as well as a fifty-percent owned cut and sew mattress cover operation located in Haiti.

The upholstery fabrics segment develops, sources, manufactures, and sells fabrics primarily to residential and commercial furniture manufacturers. We have wholly owned upholstery fabric operations located in Shanghai, China, and Burlington, NC. Additionally, Read Window Products, LLC (“Read”), a wholly owned subsidiary located in Knoxville, TN, provides window treatments and sourcing of upholstery fabrics and other products, as well as measuring and installation services of Read’s products, to customers in the hospitality and commercial industries. Read also supplies soft goods such as decorative top sheets, coverlets, duvet covers, bed skirts, bolsters, and pillows.

Executive Summary

Results of Continuing Operations

	Three Months Ended
(dollars in thousands)	August 2, 2020			August 4, 2019			Change
Net sales	$	64,464		$	70,719		(8.8)%
Gross profit from continuing operations		9,901			12,412		(20.2)%
Gross profit margin from continuing operations		15.4	%		17.6	%	(220)bp
Selling, general, and administrative expenses		8,018			9,149		(12.4)%
Income from continuing operations		1,883			3,298		(42.9)%
Operating margin from continuing operations		2.9	%		4.7	%	(180)bp
Income before income taxes from continuing operations		1,524			3,463		(56.0)%
Income tax expense		4,324			1,692		155.6%
Net (loss) income from continuing operations		(2,733	)		1,784		(253.2)%

Net Sales

Overall, our net sales for the first quarter of fiscal 2021 decreased by 8.8% compared with the same period a year ago, with mattress fabric sales declining 7.1% and upholstery fabric sales declining 11.0%. The first quarter of fiscal 2021 had 13 weeks compared to 14 weeks for the first quarter of fiscal 2020.

The decrease in net sales for both the mattress fabrics and upholstery fabrics segments reflects the ongoing economic disruption caused by the COVID-19 pandemic, especially in the beginning of the first quarter. Although demand started to increase beginning in mid-May as customers and retail stores resumed operations, the first few weeks of the first quarter were significantly affected by the virus. The decrease also reflects one less week of sales for the first quarter as compared to the prior year period.

See the Segment Analysis section below for further details.

Income Before Income Taxes from Continuing Operations

Overall, our income before income taxes from continuing operations was $1.5 million, compared with $3.5 million for the prior-year period.

Operating performance for the first quarter of fiscal 2021 was affected by the continued disruption from the COVID-19 pandemic, as well as significant inventory reductions and manufacturing inefficiencies associated with the dramatic ramp up in operations for our mattress fabrics segment. These pressures were partially offset by lower SG&A expenses primarily due to lower compensation expense, as well as reduced spending on professional fees and travel and entertainment, compared with the same period a year ago.

See the Segment Analysis section below for further details.

Income Taxes

We recorded income tax expense of $4.3 million, or 283.7% of income before income tax expense from continuing operations for the three-month period ending August 2, 2020, compared with income tax expense of $1.7 million, or 48.9% of income before income tax expense from continuing operations for the prior year period. This increase in our income tax expense is primarily due to a $3.7 million net income tax charge, which consists of a $7.2 million non-cash income tax charge to record a full valuation allowance against the company’s U.S. net deferred income tax assets, partially offset by a $3.5 million non-cash income tax benefit resulting from the re-establishing of certain U.S. federal net operating loss carryforwards in connection with the U.S. Treasury regulations enacted during the first quarter of fiscal 2021 regarding the Global Intangible Low Taxed Income tax provisions of the Tax Cuts and Jobs Act of 2017. Additionally, this increase reflects the continued shift in the mix of our taxable income that has been mostly earned by our foreign operations located in China and Canada, which have higher income tax rates in relation to the U.S.

Refer to Note 15 of the consolidated financial statements for further details regarding our provision for income taxes from continuing operations.

Liquidity

As of August 2, 2020, our cash and cash equivalents, short-term investments (available for sale), and short-term and long-term investments (held-to-maturity) totaled $47.4 million compared with $77.1 million as of May 3, 2020.

The decrease from the end of fiscal 2020 is attributable to repayment of all of the outstanding borrowings associated with our U.S. and China lines of credit and the loan we received under the Paycheck Protection Program of the Coronavirus Aid, Relief and Economic Security Act of 2020 (such loan, the “PPP loan”), which borrowings totaled $38.4 million. Excluding the repayments made on our lines of credit and the PPP loan, our cash and cash equivalents, short-term investments (available for sale), and short-term and long-term investments (held-to-maturity) as of August 2, 2020, would have increased $8.7 million as compared to May 3, 2020. This increase was mostly due to (i) net cash provided by operating activities totaling $10.6 million, partially offset by (ii) a cash payment of $1.3 million in the form of a regular quarterly dividend payment to shareholders; and (iii) $500,000 of capital expenditures that were primarily related to our mattress fabrics segment.

Our net cash provided by operating activities was $10.6 million during the first quarter of fiscal 2021, compared with $2.0 million of net cash provided by operating activities during the first quarter of fiscal 2020. This increase is due mostly to improved working capital management. Additionally, our discontinued operation had net cash used in operating activities totaling $1.4 million during the first quarter of fiscal 2020. Our discontinued operation did not have any net cash (used in) or provided by investing activities during the first quarter of fiscal 2020. Our discontinued operation had net cash provided by financing activities, all of which were loan proceeds and capital contributions from the company and the non-controlling interest holder of eLuxury, totaling $1.4 million during the first quarter of fiscal 2020. We believe our liquidity will improve in the absence of our former home accessories segment due to the significant losses incurred by that segment and the funding of its working capital requirements primarily by the company through loans and capital contributions that will no longer be required.

As of August 2, 2020, there were no outstanding borrowings under our lines of credit.

Dividend Program

During the first quarter of fiscal 2021, dividend payments totaled $1.3 million, which represented a quarterly dividend payment of $0.105 per share. During the first quarter of fiscal 2020, dividend payments totaled $1.2 million, which represented a quarterly dividend payment of $0.10 per share.

Common Stock Repurchase Program

As part of our comprehensive response to the COVID-19 global pandemic, we announced on April 3, 2020, that our board of directors temporarily suspended the share repurchase program given the ongoing economic disruption and uncertainty. Accordingly, we did not purchase any shares of our common stock during the three-month period August 2, 2020. Additionally, we did not purchase any share of our common stock during the three-month period August 4, 2019.

As of August 2, 2020, we had $5.0 million available for repurchases of our common stock.

Segment Analysis

Mattress Fabrics Segment

	Three Months Ended
(dollars in thousands)	August 2, 2020			August 4, 2019			Change
Net sales	$	36,103		$	38,859		(7.1)%
Gross profit from continuing operations		4,608			5,691		(19.0)%
Gross profit margin from continuing operations		12.8	%		14.6	%	(180)bp
Selling, general, and administrative expenses		2,763			3,071		(10.0)%
Income from continuing operations		1,845			2,620		(29.6)%
Operating margin from continuing operations		5.1	%		6.7	%	(160)bp

Net Sales

The decrease in mattress fabrics net sales reflects the continued economic disruption from the COVID-19 pandemic. Additionally, the first quarter of fiscal 2021 was a 13-week period, compared with a 14-week period in the first quarter of fiscal 2020.

Sales at the beginning of the quarter were significantly affected by the virus, but we experienced a greater than expected increase in demand beginning in mid-May as government restrictions were lifted and customers and retail stores resumed operations. This increase continued throughout the remainder of the quarter across all product offerings, including our CLASS mattress cover operations, approximating pre-pandemic demand levels at quarter end. We returned all of our previously furloughed workers and rapidly expanded our production schedules to meet this growing demand.

During this uncertain environment, we have continued to manage our business with a focus on creative designs, innovative products, and customer services. These efforts are supported by our global manufacturing and sourcing operations in the U.S., Canada, Haiti, Asia, and Turkey, which provide us with flexible production and distribution capabilities to adapt to changing customer needs. We have also continued to leverage our ‘Re.Imagine Culp Home Fashions’ 3D image rendering services for product innovation and design collaboration opportunities.

We believe the improved demand trends during the quarter were primarily being driven by a surge in consumer focus on the home environment and overall comfort, leading to more discretionary spending moving to home furnishings. Additionally, demand trends for mattress covers remain favorable, driven by ongoing growth in the boxed bedding space, and we continue to work collaboratively with new and existing customers to develop fresh, innovative products. We have an efficient global platform that allows us to maximize our full supply chain potential from fabric to finished cover in the U.S., Haiti, and Asia. We expect our building expansion in Haiti to be completed during the second quarter of fiscal 2021, which will provide additional capacity and enhance our ability to produce sewn covers in North America. To further support our future growth plan, we are also investing $4.0 million in additional knit machines to expand our fabric production capacity in North America.

In addition, while we believe our global platform for fabric and covers in Haiti and Asia has us well positioned to capture market share with imported mattresses as business conditions continue to adjust to the effects of the COVID-19 pandemic, 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 relating to low-priced mattress imports, 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.

Despite positive sales trends during the first quarter, we expect the COVID-19 pandemic will continue to have an impact on our business through at least the second quarter of fiscal 2021. The ongoing economic and health effects of the pandemic remain unknown and depend on factors beyond our knowledge or control, including the duration and severity of the outbreak, actions taken to contain its spread and mitigate the public health and economic effects, and the short- and long-term disruption on the global economy, consumer confidence, unemployment, employee health, and the financial health of our customers, suppliers, and distribution channels. At this time, we cannot reasonably estimate the ongoing impact of the COVID-19 pandemic on our mattress fabrics segment; however, if conditions relating to the pandemic worsen, the disruption could adversely affect our operations and financial performance.

Gross Profit and Operating Income

The decrease in mattress fabrics profitability was primarily due to manufacturing inefficiencies associated with the dramatic ramp up in operations as demand began to increase during the quarter, as well as significant inventory reductions. These pressures were partially offset by lower SG&A expenses due primarily to lower compensation expense and reduced spending on travel and entertainment. Despite these challenges, we believe business conditions are stabilizing and will result in improved profitability going forward, barring additional disruption related to the pandemic.

Segment assets

Segment assets consist of accounts receivable, inventory, property, plant and equipment, right of use assets, and investment in unconsolidated joint venture.

(dollars in thousands)	August 2, 2020		August 4, 2019		May 3, 2020
Accounts receivable	$	15,585	$	12,632	$	12,212
Inventory		20,070		24,410		26,620
Property, plant & equipment		39,597		43,211		40,682
Right of use assets		832		235		362
Investment in unconsolidated joint venture		1,759		1,520		1,602
	$	77,843	$	82,008	$	81,478

Refer to Note 14 of the consolidated financial statements for disclosures regarding determination of our segment assets.

Accounts Receivable

As of August 2, 2020, accounts receivable increased by $3.0 million, or 23.6%, compared with August 4, 2019. This increase reflects slower cash collections beginning in the fourth quarter of fiscal 2020 and continuing into our first quarter of fiscal 2021 as a result of the COVID-19 global pandemic. We experienced slower cash collections during the first quarter of fiscal 2021 because we granted extended credit terms to certain customers in response to the challenging business conditions stemming from the pandemic. These extended credit terms are not considered financing arrangements, and we did not experience significant customer delinquencies during the quarter in light of these extended credit terms.

Days’ sales outstanding was 39 days for the first quarter of fiscal 2021, as compared with 32 days for the first quarter of fiscal 2020.

As of August 2, 2020, accounts receivable increased by $3.4 million, or 27.6%, compared with May 3, 2020. This increase reflects the increase in net sales during the first quarter of fiscal 2021 compared with the fourth quarter of fiscal 2020. Net sales for the first quarter of fiscal 2021 were $36.1 million, an increase $12.7 million, or 54.6%, compared with $23.4 million for the fourth quarter of fiscal 2020.

Inventory

As of August 2, 2020, inventory decreased by $4.3 million, or 17.8%, compared with August 4, 2019. Additionally, as of August 2, 2020, inventory decreased by $6.6 million, or 24.6%, compared with May 3, 2020. These trends reflect improved inventory management by aligning our inventory purchases to reflect current demand trends.

Property, Plant, & Equipment

The $39.6 million as of August 2, 2020, represents property, plant, and equipment of ~~$35.6~~$27.0 million and ~~$13.7~~$12.6 million located in the U.S. and Canada, respectively. The ~~$47.8~~$43.2 million ~~at January 29, 2017,~~as of August 4, 2019, represents property, plant, and equipment of ~~$32.6~~$31.2 million and ~~$15.2~~$12.0 million located in the U.S. and Canada, respectively. The ~~$48.9~~$40.7 million ~~at April 30, 2017,~~as of May 3, 2020, represents property, plant, and equipment located of ~~$34.0~~$27.7 million and ~~$14.9~~$13.0 million located in the U.S. and Canada, respectively.

~~(3)~~

As of August 2, 2020, property, plant, and equipment decreased as compared with August 4, 2019, and May 3, 2020. This trend represents a decrease in capital expenditure requirements and a progression toward a more maintenance level of spending on machinery and equipment, as well as significant cost cutting measures during the fourth quarter of fiscal 2020 and the first quarter of fiscal 2021, as part of our comprehensive response to COVID-19.

As a result of the 54.6% sequential increase in our net sales from the fourth quarter of fiscal 2020 to the first quarter of fiscal 2021, we are investing $4 million in additional knit machines to expand our capacity in North America to support our future growth plan.

Right of Use Assets

The ~~$2.1~~$832 as of August 2, 2020, represents right of use assets of $297 and $535 located in the U.S. and Canada, respectively. The $235 as of August 4, 2019, and the $362 as of May 3, 2020, represent right of use assets located in the U.S.

As of August 2, 2020, right of use assets increased as compared with August 4, 2019, and May 3, 2020. This increase reflects the addition of a new warehouse lease agreement associated with our operation located in Canada that was entered into during the first quarter of fiscal 2021. This lease agreement has a three-year term and is set to expire during fiscal 2023.

Investment in Unconsolidated Joint Venture

Our investment in unconsolidated joint venture represents our fifty percent ownership of Class International Holdings Ltd. (See Note 8 to the consolidated financial statements for further details).

Upholstery Fabrics Segment

Net Sales

	Three Months Ended
(dollars in thousands)	August 2, 2020				August 4, 2019				% Change
Non-U.S. Produced	$	26,011	92	%	$	29,630	93	%		(12.2	)%
U.S. Produced		2,350	8	%		2,230	7	%		5.4	%
Total	$	28,361	100	%	$	31,860	100	%		(11.0	)%

The decrease in upholstery fabrics net sales reflects the continued economic disruption from the COVID-19 pandemic. Additionally, the first quarter of fiscal 2021 was a 13-week period, compared with a 14-week period in the first quarter of fiscal 2020.

We began the quarter slowly due to ongoing closures and restrictions related to the pandemic, but experienced a gradual increase in orders and shipments beginning in mid-May as customers and retail stores started to reopen, followed by a swift upturn during the month of June and further acceleration to end the quarter. We returned all of our previously furloughed workers to meet this rapid increase in demand during the quarter. Our platform in Asia, including our cut and sew capabilities in Vietnam, as well as our long-term supplier relationships, provided support and enabled us to respond quickly and meet the needs of our customers.

Despite the challenges, we were pleased with the sales improvement throughout the quarter as demand increased in most of our businesses, including our residential upholstery business which features our popular lines of Livesmart® and LiveSmart Evolve™ performance fabrics. We have benefited from our ability to continue representing our products for customers through our innovative virtual showcase presentations. Also, our strong product placements with customers prior to the COVID-19 outbreak have advanced our recovery as business conditions improve.

Our hospitality business was pressured by the COVID-19 disruption during the first quarter due to ongoing disruption in the travel and leisure industries. However, Read Window Products, our window treatment and installation services business, was less affected and provided a meaningful contribution due to existing project orders already in progress prior to the virus outbreak, as well as its emphasis on vacation club properties. We believe the ongoing impact of COVID-19 may continue to negatively affect our hospitality business, 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 the sales trends experienced during the last four weeks of the first quarter, as well as trends suggesting increases in consumer discretionary spending on home furnishings. However, despite these positive trends, we expect the COVID-19 pandemic will continue to have an impact on our business through at least the second quarter of fiscal 2021. The ongoing economic and health effects of the pandemic, as well as the duration of such effects, remain unknown and depend on factors beyond our knowledge or control. At this time, we cannot reasonably estimate the ongoing impact of the COVID-19 pandemic on our upholstery fabrics segment; however, if conditions worsen, the impact on our employees, suppliers, consumers, and the global economy could adversely affect our operations and financial performance.

Gross Profit, Selling, General & Administrative Expenses, and Operating Income

	Three Months Ended
(dollars in thousands)	August 2, 2020			August 4, 2019			Change
Gross profit from continuing operations	$	5,293		$	6,721			(21.2	)%
Gross profit margin from continuing operations		18.7	%		21.1	%	(240)bp
Selling, general, and administrative expenses		3,180			3,846			(17.3	)%
Income from continuing operations		2,113			2,875			(26.5	)%
Operating margin from continuing operations		7.5	%		9.0	%	(150)bp
Restructuring credit		—			35			(100.0	)%

The decrease in upholstery fabrics profitability was primarily due to the decrease in sales noted above, partially offset by lower SG&A expenses due to lower compensation expense and reduced spending on travel and entertainment.

Segment Assets

Segment assets consist of accounts receivable, inventory, property, plant, and equipment, and right of use assets.

(dollars in thousands)	August 2, 2020		August 4, 2019		May 3, 2020
Accounts receivable	$	14,308	$	11,029	$	12,881
Inventory		20,332		23,183		21,287
Property, plant & equipment		1,634		1,856		1,633
Right of use assets		3,802		3,054		1,633
	$	40,076	$	39,122	$	37,434

Refer to Note 14 of the consolidated financial statements for disclosures regarding determination of our segment assets.

Accounts Receivable

As of August 2, 2020, accounts receivable increased by $3.3 million, ~~at January 28, 2018,~~or 29.7%, compared with August 4, 2019. This increase reflects slower cash collections beginning in the fourth quarter of fiscal 2020 and continuing into our first quarter of fiscal 2021 as a result of the COVID-19 global pandemic. We experienced slower cash collections during the first quarter of fiscal 2021 primarily because we granted extended credit terms to certain customers in response to the challenging business conditions stemming from the pandemic. These extended credit terms are not considered financing arrangements, and we did not experience significant customer delinquencies during the quarter in light of these extended credit terms.

Days’ sales outstanding was 44 days during the first quarter of fiscal 2021, as compared with 32 days during the first quarter of fiscal 2020.

As of August 2, 2020, accounts receivable increased by $1.4 million, or 11.1%, compared with May 3, 2020. This increase reflects the increase in net sales during the first quarter of fiscal 2021 compared with the fourth quarter of fiscal 2020. Net sales during the first quarter of fiscal 2021 were $28.4 million, an increase $4.3 million, or 18.1%, compared with net sales of $24.0 million during the fourth quarter of fiscal 2020.

Inventory

As of August 2, 2020, inventory decreased by $2.9 million, or 12.3%, compared with August 4, 2019. Additionally, as of August 2, 2020, inventory decreased by $1.0 million, or 4.5%, compared with May 3, 2020. These trends reflect improved inventory management by aligning our inventory purchases to reflect current demand trends.

Property, Plant, & Equipment

The $1.6 million as of August 2, 2020, represents property, plant, and equipment of ~~$1.4~~$1.2 million and ~~$711 located in the U.S. and China, respectively. The $1.8 million at January 29, 2017, represents property, plant, and equipment of $1.1 million and $711~~$456,000 located in the U.S. and China, respectively. The $1.9 million ~~at April 30, 2017,~~as of August 4, 2019, represents property, plant, and equipment of $1.3 million and $548,000 located in the U.S. and China, respectively. The $1.6 million as of May 3, 2020, represents property, plant, and equipment of $1.2 million and ~~$655~~$471,000 located in the U.S. and China, respectively.

~~I - 21~~

~~Culp, Inc.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

~~(4)~~

Right of Use Assets

The ~~$448, $752,~~$3.8 million as of August 2, 2020, represents right of use assets of $3.1 million and ~~$856 at January 28, 2018, January 29, 2017~~$710,000 located in China and ~~April 30, 2017, respectively, represent property, plant,~~the U.S., respectively. The $3.1 million as of August 4, 2019, represents right of use assets of $1.8 million and ~~equipment associated~~$1.3 million located in China and the U.S., respectively. The $1.6 million as of May 3, 2020, represents right of use assets of $857,000 and $776,000 located in the U.S. and China, respectively.

As of August 2, 2020, right of use assets increased as compared with ~~unallocated corporate departments~~August 4, 2019, and ~~corporate departments shared by both~~May 3, 2020. This increase primarily reflects the ~~mattress and upholstery fabric segments. Property, plant, and equipment~~renewal of certain lease agreements that extended the lease terms for two buildings associated with our ~~corporate departments are~~operations located in China. The amount of the ~~U.S.~~

~~(5)~~

~~Capital expenditure amounts are stated~~increase associated with our right of use assets is based on the ~~accrual basis.~~length of the lease term remaining on our leases prior to its expiration or option to renew in relation to the reporting periods presented.

Discontinued Operation - Home Accessories Segment

As previously disclosed, we sold our majority ownership interest in eLuxury, LLC (“eLuxury”) during the fourth quarter of fiscal 2020, resulting in the elimination of our home accessories segment at such time. Accordingly, there are no results of operations and assets and liabilities for the home accessories segment in the company’s continuing operations for the first quarter of fiscal 2021, and the results for this segment are excluded from the company’s continuing operations for the three-month period ended August 4, 2019 and have been reclassified and presented as a discontinued operation in our consolidated financial statements. See ~~Consolidated Statements~~Note 3 - Home Accessories Segment - Discontinued Operation, of ~~Cash Flows~~the consolidated financial statements for ~~capital expenditure amounts on a cash basis.~~

~~13. Income Taxes~~

~~Effective Income Tax Rate~~

We recorded income tax expense of $12.0 million, or 58.6% of income before income taxes, for the nine month period ended January 28, 2018, compared to income tax expense of $6.6 million or 28.9% of income before income taxes, for the nine month period ended January 29, 2017. Our effective income tax rates for the nine month periods ended January 28, 2018, and January 29, 2017, were based upon the estimated effective income tax rate applicable for the full year after giving effect to any significant items related specifically to interim periods. Those items that are associated with specific interim periods primarily relate to the income tax effects of the 2017 Tax Cuts and Jobs Act that became effective in our third quarter of fiscal 2018 and the reversal of an uncertain income tax position associated with a foreign jurisdiction in which the statute of limitations expired in the third quarter of fiscal 2017. The effective income tax rate can be affected over the fiscal year by the mix and timing of actual earnings from our U.S. operations and foreign sources versus annual projections and changes in foreign currency exchange rates in relation to the U.S. dollar.

The following schedule summarizes the factors that contribute to the difference between income tax expense at the federal income tax rate and the effective income tax rate reflected in the consolidated financial statements:

2018 2017
Federal income tax rate 30.4 % 34.0 %
Tax effects of the 2017 Tax Cuts and Jobs Act 28.4 -
Tax effects of Chinese foreign exchange (losses) gains (2.9 ) 1.9
Excess income tax benefits related to stock-based compensation (2.3 ) -
Reversal of foreign uncertain tax position - (9.1 )
Foreign income tax rate differential 3.9 -
U.S. state income tax expense 0.2 0.6
Other 0.9 1.5
58.6 % 28.9 %

~~I - 22~~

~~Culp, Inc.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

~~2017 Tax Cuts and Jobs Act~~

On December 22, 2017 (the “Enactment Date”), the Tax Cuts and Jobs Act (H.R.1) (the “Tax Act”) was signed into law. The Tax Act contains significant changes to corporate taxation, including (i) the reduction of the corporate income tax rate to 21%, (ii) the acceleration of expensing certain business assets, (iii) a one-time mandatory repatriation tax (the “Transition Tax”) related to the transition of U.S. international tax from a worldwide tax system to a territorial tax system, (iv) limitations on the use of foreign tax credits to reduce the U.S. income tax liability, (v) the repeal of the domestic production activities deduction, (vi) additional limitations on the deductibility of interest expense and executive compensation, and (vii) the creation of new minimum taxes such as the base erosion anti-abuse tax (“BEAT”) and Global Intangible Low Taxed Income (“GILTI”) tax.

The corporate income tax rate reduction is effective as of January 1, 2018. Since we have a fiscal year rather than a calendar year, we are subject to IRS rules relating to transitional income tax rates. As a result, our fiscal 2018 federal statutory rate will be a blended income tax rate of 30.4%. For fiscal 2019 and beyond, we will utilize the enacted U.S. federal corporate income tax rate of 21%.

The key impacts of the Tax Act on our financial statements for the three-month and nine-month periods ending January 28, 2018, were the re-measurement of our U.S. deferred income tax balances to the new U.S. federal corporate income tax rate and the determination of the income tax effects of the Transition Tax on our earnings and profits associated with our foreign subsidiaries. While we have not yet completed our assessment of the effects of the Tax Act, we were able to determine reasonable estimates for the impacts of the key items specified above, and thus we reported provisional amounts for these items under guidance provided by SEC Staff Accounting Bulletin No. 118 (“SAB 118”). Our estimates may change and revisions to these estimates will be recorded during the measurement period allowed by SAB 118, which is not to extend one year from the Enactment Date.

In order to determine the effects of the new U.S. federal corporate income tax rate on our U.S. deferred income tax balances, ASC Topic 740 “Income Taxes” (ASC Topic 740), requires the re-measurement of our U.S. deferred income tax balances as of the Enactment Date of the Tax Act, based on income tax rates at which our U.S. deferred income tax balances are expected to reverse in the future. As a result, provisional estimates were required based on projections of U.S. taxable income, capital expenditures, working capital, and employee compensation. Our estimates may change based on actual versus projected results. The provisional amount determined for the re-measurement of our U.S. net deferred income taxes was a charge of $1.3 million, which represented a discrete event in which the full income tax effects were recorded in the three-month and nine-month periods ending January 28, 2018.

Additionally, we determined a provisional amount for the Transition Tax. The Transition tax is based on our total post-1986 foreign earnings and profits (“E&P”) that were previously deferred from U.S. income tax and applicable income tax rates associated with E&P held in cash and other specified assets (the “aggregate foreign cash position”). Also, all of our E&P was not permanently reinvested prior to the Tax Act. In order to calculate the Transition Tax, provisional estimates were required based on (i) projections of the aggregate foreign cash position of our foreign subsidiaries as of the end of our fiscal year 2018, (ii) the applicable tax rates using the aggregate foreign cash position, (iii) utilization of foreign tax credits, and (iv) the effective settlement of certain unrecognized income tax benefits. Our estimates may change based on actual versus projected results. The provisional amount determined for the income tax effects of the Transition Tax was a net charge of $4.8 million, which related to a charge for the write-off and the establishment of a valuation allowance against our unused foreign tax credits totaling $25.8 million, partially offset by an income tax benefit for the release of deferred income tax liabilities related to E&P not permanently reinvested of $21.0 million. This $4.8 million net charge mostly represented a discrete event in which the full income tax effects were recorded in the three-month and nine-month periods ending January 28, 2018. The Transition Tax may be paid over a period of eight years at the election of the taxpayer, and we intend to make this election.

~~I - 23~~

~~Culp, Inc.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

In addition to the above mentioned key impacts of the Tax Act on fiscal 2018, the Tax Act also establishes new tax laws that will be effective for our fiscal 2019 which include the creation of new minimum taxes such as the BEAT and GILTI taxes. We have not yet made a policy election with respect to the accounting treatment of these taxes. We can either account for these taxes as expensed when incurred or factor such amounts in the measurement of our U.S. deferred income taxes. We are currently evaluating our selection of an accounting policy, which will depend, in part, on analyzing our facts to determine what the impact is expected to be under each method.

~~Deferred Income Taxes~~

~~Valuation Allowance~~

In accordance with ASC Topic 740, we evaluate our deferred income taxes to determine if a valuation allowance is required. ASC Topic 740 requires that companies assess whether a valuation allowance should be established based on the consideration of all available evidence using a “more-likely-than-not” standard, with significant weight being given to evidence that can be objectively verified. Since the company operates in multiple jurisdictions, we assess the need for a valuation allowance on a jurisdiction-by-jurisdiction basis, taking into account the effects of local tax law. Based on our assessment at January 28, 2018, we recorded a partial valuation allowance of $2.9 million, of which $2.3 million pertained to unused foreign tax credits associated with the Tax Act, $495,000 pertained to certain U.S. state net operating loss carryforwards and credits and $73,000 pertained to loss carryfowards associated with our Culp Europe operation located in Poland. Based on our assessment at January 29, 2017, we recorded a partial valuation allowance of $557,000, of which $473,000 pertained to certain U.S. state net operating loss carryforwards and credits and $84,000 pertained to loss carryfowards associated with our Culp Europe operation located in Poland. Based on our assessment at April 30, 2017, we recorded a partial valuation allowance of $536,000, of which $464,000 pertained to certain U.S. state net operating loss carryforwards and credits and $72,000 pertained to loss carryfowards associated with our Culp Europe operation located in Poland.

No valuation allowance was recorded against our net deferred income tax assets associated with our operations located in China and Canada at January 28, 2018, January 29, 2017, and April 30, 2017, respectively. The recorded valuation allowance of $2.9 million at January 28, 2018, has no effect on our loan covenant compliance.

~~Undistributed Earnings~~

In accordance with ASC Topic 740, we assess whether the undistributed earnings from our foreign subsidiaries will be reinvested indefinitely or eventually distributed to our U.S. parent company. ASC Topic 740 requires that a deferred tax liability should be recorded for undistributed earnings from foreign subsidiaries that will not be reinvested indefinitely. Based on our assessment as of January 28, 2018, it is our intention not to permanently invest our undistributed earnings from our foreign subsidiaries. Also, we assess the recognition of U.S. foreign income tax credits associated with foreign withholding and income tax payments and whether it is more-likely-than-not that our foreign income tax credits will not be realized. If it is determined that any foreign income tax credits need to be recognized or it is more-likely-than-not our foreign income tax credits will not be realized, an adjustment to our provision for income taxes will be recognized at that time.

~~I - 24~~

~~Culp, Inc.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

~~Fiscal 2018~~

During the third quarter, the Tax Act required a Transition Tax on our undistributed E&P associated with our foreign subsidiaries. The Tax Act required us to determine E&P as of November 2, 2017 and December 31, 2017 (the “Measurement Dates”), in which the greater E&P amount of the Measurement Dates is subject to the Transition Tax. As a result, we had provisional estimates of E&P totaling $156.7 million subject to the Transition Tax and provisional estimates totaling $42.2 million for foreign tax credits that could be used to reduce the Transition Tax subject to certain limitations as defined in the Tax Act.

For fiscal 2019 and beyond, the Tax Act allows a U.S. corporation a 100% dividends received deduction for E&P received from a 10% owned foreign corporation. Therefore, a deferred tax liability will only be required for withholding taxes that are incurred by our foreign subsidiaries at the time E&P is distributed. As a result, at January 28, 2018, we recorded a deferred tax liability of $3.1 million for withholding taxes on undistributed E&P from our foreign subsidiaries.

~~Fiscal 2017~~

At January 29, 2017, we had E&P totaling $143.2 million. At the same date, the deferred tax liability associated with our undistributed earnings from our foreign subsidiaries totaled $405,000, which included U.S. income and foreign withholding taxes totaling $42.5 million, offset by U.S. foreign income tax credits of $42.1 million.

At April 30, 2017, we had E&P totaling $146.9 million. At the same date, the deferred tax liability associated with our undistributed earnings from our foreign subsidiaries totaled $497,000, which included U.S. income and foreign withholding taxes totaling $44.0 million, offset by U.S. foreign income tax credits of $43.5 million.

~~Overall~~

At January 28, 2018, our non-current deferred tax asset of $1.9 million represented $1.5 million and $461,000 from our operations located in the U.S and China, respectively. At January 29, 2017, our non-current deferred tax asset of $422,000 pertained to our operations located in China. At April 30, 2017, our non-current deferred tax asset of $419,000 pertained to our operations located in China.

At January 28, 2018, our non-current deferred tax liability of $2.1 million pertained to our operations located in Canada. At January 29, 2017, our non-current deferred tax liability of $2.9 million represented $1.7 million and $1.2 million from our operations located in Canada and the U.S., respectively. At April 30, 2017, our non-current deferred tax liability of $3.6 million represented $2.1 million and $1.5 million from our operations located in Canada and the U.S., respectively.

~~Uncertainty In Income Taxes~~

At January 28, 2018, we had a $12.4 million total gross unrecognized income tax benefit, of which $9.9 million and $2.5 million were classified as income taxes payable- long-term and non-current deferred income taxes, respectively, in the accompanying Consolidated Balance Sheets. At January 29, 2017, we had a $13.4 million total gross unrecognized income tax benefit, of which $11.6 million and $1.8 million were classified as non-current deferred income taxes and income taxes payable – long-term, respectively, in the accompanying Consolidated Balance Sheets. At April 30, 2017, we had a $12.2 million total gross unrecognized income tax benefit, of which $11.8 million and $467,000 were classified as non-current deferred income taxes and income taxes payable – long-term, respectively, in the accompanying Consolidated Balance Sheets.

~~I - 25~~

~~Culp, Inc.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

At January 28, 2018, our $12.4 million total gross unrecognized income tax benefit included $9.9 million that, if recognized, would favorably affect the income tax rate in future periods. At January 29, 2017, our $13.4 million total gross unrecognized income tax benefit, included $1.8 million that, if recognized, would favorably affect the income tax rate in future periods. At April 30, 2017, our $12.2 million total gross unrecognized income tax benefit included $467,000 that, if recognized, would favorably affect the income tax rate in future periods.

United States federal and state income tax returns filed by us remain subject to examination for income tax years 2005 and subsequent due to loss carryforwards. Canadian federal returns are subject to examination for income tax years 2014 and subsequent and Canadian provincial (Quebec) returns filed by us remain subject to examination for income tax years 2016 and subsequent. Income tax returns associated with our operations located in China are subject to examination for income tax year 2012 and subsequent.

The Internal Revenue Service is examining our U.S. federal income tax returns for fiscal years 2014 through 2016. As a result of this examination, the IRS proposed an adjustment approximating $12.5 million of income taxes that relates to our transfer pricing with certain foreign subsidiaries. Management does not agree with the adjustment proposed by the IRS and intends to vigorously defend its position. Currently, the ultimate outcome of this proposed adjustment and any potential cash settlement cannot be determined as it is dependent upon potential legal and competent authority proceedings, interpretation of income tax law, and utilization of available loss carryforwards and certain income tax credits associated with the fiscal years under exam. Currently, we expect this examination to be completed during fiscal 2019.

During the third quarter of fiscal 2017, Revenue Quebec commenced an examination of our Canadian provincial (Quebec) income tax returns for fiscal years 2013 through 2015. This examination was completed during the fourth quarter of fiscal 2018 with final adjustments that were immaterial.

In accordance with ASC Topic 740, an unrecognized income tax benefit for an uncertain income tax position can be recognized in the first interim period if the more-likely-than-not recognition threshold is met by the reporting period, or is effectively settled through examination, negotiation, or litigation, or the statue of limitations for the relevant taxing authority to examine and challenge the tax position has expired. If it is determined that any of the above conditions occur regarding our uncertain income tax positions, an adjustment to our unrecognized income tax benefits will be recorded at that time.

During the third quarter of fiscal 2017, we recognized an income tax benefit of $2.1 million for the reversal of an uncertain income tax position associated with a foreign jurisdiction in which the statute of limitations expired. The income tax benefit was treated as a discrete event in which the full income tax effects of the adjustment was recorded in the three-month and nine-month periods ending January 29, 2017.

~~14. Statutory Reserves~~

The transfer to this reserve must be made before distributions of any dividend to shareholders. As of January 28, 2018, the company’s statutory surplus reserve was $4.6 million, representing 10% of accumulated earnings and profits determined in accordance with PRC accounting rules and regulations. The surplus reserve fund is non-distributable other than during liquidation and can be used to fund previous years’ losses, if any, and may be utilized for business expansion or converted into share capital by issuing new shares to existing shareholders in proportion to their shareholding or by increasing the par value of the shares currently held by them provided that the remaining reserve balance after such issue is not less than 25% of the registered capital.

~~I - 26~~

~~Culp, Inc.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

Our subsidiaries located in China can transfer funds to the parent company with the exception of the statutory surplus reserve of $4.6 million to assist with debt repayment, capital expenditures, and other expenses of the company’s business.

~~15. Commitments and Contingencies~~

~~Litigation~~

~~Accounts Payable – Capital Expenditures~~

At January 28, 2018, January 29, 2017, and April 30, 2017, we had total amounts due regarding capital expenditures totaling $1.6 million, $5.6 million, and $6.1 million, respectively, of which $1.4 million, $4.5 million, and $5.1 million was financed and pertained to completed work for the construction of a new building (see below). The total outstanding amount of $1.4 million due at January 28, 2018 is required to be paid in May 2018 (our fiscal 2019).

~~Purchase Commitments – Capital Expenditures~~

At January 28, 2018, we had open purchase commitments to construct a building and acquire equipment for our mattress fabrics segment totaling $4.1 million. The $4.1 million includes $1.4 million (all of which represents completed work) associated with the construction of a new building discussed below.

Also, we were required to issue a letter of a credit totaling $5.0 million with the contractor’s bank being the beneficiary. In addition to the interest charged on the outstanding installment payments noted above, there is a 0.1% unused fee calculated on the balance of the $5.0 million letter of credit less the amount outstanding per month (see Note 8 for further details).

~~This new building was placed into service in July 2017.~~

~~16. Investment in Unconsolidated Joint Venture~~

Effective January 1, 2017, Culp International Holdings, Ltd. (Culp), a wholly-owned subsidiary of Culp, Inc., entered into a joint venture agreement, pursuant to which Culp owns fifty percent of CLASS International Holdings, Ltd (CLIH). CLIH produces cut and sewn mattress covers, and its operations are located in a modern industrial park in northeastern Haiti, which borders the Dominican Republic. CLIH commenced production during the second quarter of fiscal 2018 (October 2017) and complements our existing U.S. mattress fabric operations with a mirrored platform that further enhances our ability to meet customer demand while adding a lower cost operation to our platform.

~~I - 27~~

~~Culp, Inc.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

During the nine month period ended January 28, 2018, CLIH incurred a net loss totaling $498,000. Our equity interest in this net loss was $249,000, which represents the company’s fifty percent ownership in CLIH.

~~The following table summarizes information on assets, liabilities and members’ equity of our equity method investment in CLIH:~~

January 28, January 29, April 30,
(dollars in thousands) 2018 2017 2017
Total assets $ 3,186 $ 1,200 $ 2,258
Total liabilities $ 150 $ - $ 46
Total members’ equity $ 3,036 $ 1,200 $ 2,212

At January 28, 2018, January 29, 2017 and April 30, 2017, our investment in CLIH totaled $1.5 million, $600,000, and $1.1 million, respectively, which represents the company’s fifty percent ownership interest in CLIH.

~~17. Common Stock Repurchase Program~~

On June 15, 2016, we announced that our board of directors approved an authorization for us to acquire up to $5.0 million of our common stock. Under the common stock repurchase program, shares may be purchased from time to time in open market transactions, block trades, through plans established under the Securities Exchange Act Rule 10b5-1, or otherwise. The amount of shares purchased and the timing of such purchases will be based on working capital requirements, market and general business conditions, and other factors, including alternative investment opportunities.

~~During the nine months ended January 28, 2018, and January 29, 2017 we did not purchase any shares of our common stock.~~

~~At January 28, 2018, we had $5.0 million available for repurchases of our common stock.~~

~~18. Dividend Program~~

On February 28, 2018, we announced that our board of directors approved a quarterly cash dividend of $0.09 per share, a 12.5% increase compared with $0.08 per share announced for the same period last year. This payment will be made on or about April 16, 2018, to shareholders of record as of April 2, 2018.

During the nine months ended January 29, 2017, dividend payments totaled $5.3 million, of which $2.6 million represented a special cash dividend payment of $0.21 per share, and $2.7 million represented quarterly dividend payments ranging from $0.07 per share to $0.08 per share.

~~I - 28~~

~~Culp, Inc.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

~~Future dividend payments are subject to board approval and may be adjusted at the board’s discretion as business needs or market conditions change.~~

~~19. Business Combination - Upholstery Fabrics Segment~~

~~On March 8, 2018, we reached a definitive agreement to acquire Read Window Products, Inc. (Read), a source for custom window treatments for the hospitality and commercial industries. B~~ased in Knoxville, Tennessee, Read is a turn-key provider of window treatments offering measuring, sourcing, fabrication and installation services. Read’s custom product line includes motorization, shades, drapery, upholstered headboards and shower curtains. In addition, they supply soft goods such as decorative top sheets, coverlets, duvet covers, bed skirts, holsters and pillows, for leading hospitality brands worldwide. Read has been in business since 1981, with annual revenues of approximately $11.0 million in 2017. We currently expect to fund the acquisition with cash and investments on hand without incurring any additional debt, with closing expected to occur by the end of March, subject to the satisfaction of customary closing conditions.

~~I - 29~~

~~CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION~~

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. 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 or alter such statements, whether as a result of 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,” “estimate,” “plan,” “project,” “anticipate,” “depend” and their derivatives, and include but are not limited to statements about expectations for our future operations, production levels, 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 or future developments. Factors that could influence the matters discussed in such statements include the level of housing starts and sales of existing homes, consumer confidence, trends in disposable income, and general economic conditions, as well as our success in finalizing acquisition negotiations. 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. Changes in consumer tastes or preferences toward products not produced by us could erode demand for our products. Changes in the value of the U.S. dollar versus other currencies can affect our financial results because a significant portion of our operations are located outside the United States. Strengthening of the U.S. dollar against other currencies 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. 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, are included in Item 1A “Risk Factors” section in our Form 10-K filed with the Securities and Exchange Commission on July 14, 2017, for the fiscal year ended April 30, 2017.

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~~ITEM 2.~~

further details, and see also the section titled “Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ~~AND RESULTS OF OPERATIONS~~– 2020 compared with 2019 – Segment Analysis - Discontinued Operation – Home Accessories Segment” in our Form 10-K filed with the Securities and Exchange Commission on July 17, 2020, for the fiscal year ended May 3, 2020, for additional information.

Other Income Statement Categories

	Three Months Ended
(dollars in thousands)	August 2, 2020		August 4, 2019		% Change
SG&A expenses	$	8,018	$	9,149		(12.4	)%
Interest expense		51		—	100.0%
Interest income		58		260		(77.7	)%
Other expense		366		95		285.3	%

~~The following analysis of financial condition and results of operations should be read in conjunction with the Financial Statements and Notes and other exhibits included elsewhere in this report.~~

~~General~~

Our fiscal year is the 52 or 53 week period ending on the Sunday closest to April 30. The nine months ended January 28, 2018, and January 29, 2017, each represent 39-week periods. Our operations are classified into two business segments: mattress fabrics and upholstery fabrics. The mattress fabrics segment manufacturers, sources and sells fabrics and mattress covers to bedding manufacturers. The upholstery fabrics segment develops, manufacturers, and sells fabrics primarily to residential and commercial furniture manufacturers. We have wholly owned mattress fabric operations that are located in Stokesdale, NC, High Point, NC, and Quebec, Canada and a fifty percent owned cut and sew mattress cover operation located in Haiti. We have wholly owned upholstery fabric operations that are located in Shanghai, China, Burlington, NC, and Anderson, SC.

~~Executive Summary~~

~~Results of Operations~~

Three Months Ended
(dollars in thousands) January 28, 2018 January 29, 2017 Change
Net sales $ 85,310 $ 76,169 12.0 %
Gross profit 17,603 16,759 5.0 %
Gross profit margin 20.6 % 22.0 % (140 )bp
SG&A expenses 9,959 9,824 1.4 %
Income from operations 7,644 6,935 10.2 %
Operating margin 9.0 % 9.1 % (10 )bp
Income before income taxes 7,516 6,990 7.5 %
Income taxes 8,208 643 N.M.
Net (loss) income (748 ) 6,347 N.M.

~~I - 31~~

Nine Months Ended
(dollars in thousands) January 28, 2018 January 29, 2017 Change
Net sales $ 245,541 $ 232,194 5.7 %
Gross profit 49,873 52,079 (4.2 )%
Gross profit margin 20.3 % 22.4 % (210 )bp
SG&A expenses 28,876 29,171 (1.0 )%
Income from operations 20,997 22,908 (8.3 )%
Operating margin 8.6 % 9.9 % (130 )bp
Income before income taxes 20,416 22,696 (10.0 )%
Income taxes 11,956 6,560 82.3 %
Net income 8,211 16,136 (49.1 )%

~~Net Sales~~

Overall, our net sales increased during our third quarter and year-to-date period of fiscal 2018 compared with the same periods a year ago. These results reflect our strategic focus on product innovation and creativity and ability to provide a diverse product mix that can meet the changing demands of our customers in both business segments. Net sales for our mattress fabrics segment showed year-over-year improvement, in spite of a more challenging marketplace and weather-related disruptions. Net sales for our upholstery fabrics segment increased as the Chinese New Year holiday occurred entirely in February this fiscal year. As a result, many of our customers shifted more of their purchases into January, in advance of plant shutdowns in order to meet anticipated demand. We currently expect this pace to slow down in the fourth quarter with the disruption of February production in China.

~~See the Segment Analysis section below for further details.~~

~~Income Before Income Taxes~~

Although our net sales were higher in the third quarter and year-to-date period of fiscal 2018, our income before income taxes was relatively flat in the third quarter and we experienced a decrease in our income before income taxes for the year-to-date period. These results reflect higher operating costs associated with our upholstery fabric operations located in China due to unfavorable foreign currency exchange rates that mostly occurred during our third quarter of fiscal 2018 and disruptions from the consolidation of our U.S. mattress fabric production facilities that occurred during the first half of fiscal 2018.

~~See the Segment Analysis section below for further details.~~

~~I - 32~~

~~Income Taxes~~

The increases in our income tax expense and effective income tax rate for the third quarter and the year-to-date period of fiscal 2018 are mostly due to a provisional charge of $5.9 million, or $0.48 per diluted share, related to the 2017 Tax Cuts and Jobs Act (the “Tax Act”). The $5.9 million charge includes a provisional $4.8 million charge for the mandatory repatriation tax on undistributed earnings associated with our foreign subsidiaries, and a $1.1 million provisional charge that pertains to the revaluation of our U.S. deferred income taxes and reduction in the U.S. federal corporate income tax rate pursuant the Tax Act. In order to determine the $5.9 million charge associated with the Tax Act, estimates were required based on projections of our U.S. taxable income, capital expenditures, working capital, employee compensation and cash flow requirements of the company’s U.S. parent and foreign subsidiaries. These estimates may change based on actual versus projected results. Revisions to the company’s estimates will be recorded during the measurement period allowed by the Securities and Exchange Commission, which is not to extend beyond one year from the enactment date of December 22, 2017.

Additionally, income tax expense in the third quarter and year-to-date period of fiscal 2017 included an income tax benefit of $2.1 million for the reversal of an uncertain income tax position associated with a foreign jurisdiction in which the statute of limitations expired.

~~Refer to Note 13 located in the notes to the consolidated financial statements for further details regarding our provision for income taxes.~~

~~Liquidity~~

At January 28, 2018, our cash and investments (which comprises cash and cash equivalents, short-term investments (available for sale), and short-term and long-term investments (held-to-maturity), totaled $55.7 million compared with $54.2 million at April 30, 2017. Additionally, there were no borrowings outstanding under our revolving credit agreements as of January 28, 2018, and April 30, 2017, respectively.

The increase in our cash and investments from the end of fiscal 2017 was primarily due to net cash provided by operating activities of $21.5 million, partially offset by capital expenditures of $10.4 million (of which $3.8 million was vendor-financed) that were mostly associated with our mattress fabric segment, returning $5.7 million to our shareholders in the form of regularly quarterly and special dividend payments, $1.7 million in long-term investment purchases associated with our Rabbi Trust that funds our deferred compensation plan, and $1.5 million in employee withholding tax payments associated with the vesting of certain stock-based compensation awards.

Our net cash provided by operating activities of $21.5 million during the year-to-date period of fiscal 2018 decreased from $24.7 million during the same period a year ago. The decrease was primarily due to decreased income from operations and increased inventory requirements associated with higher net sales and timing of the Chinese New Year holiday experienced by our China operations during the third quarter of fiscal 2018.

~~I - 33~~

~~See the Liquidity section below for further details.~~

~~Dividend and Common Stock Repurchase Programs~~

On February 28, 2018, we announced that our board of directors approved a quarterly cash dividend of $0.09 per share, a 12.5% increase, compared with $0.08 per share announced for the same period last year. This payment will be made on or about April 16, 2018, to shareholders of record of April 2, 2018.

During the nine months ended January 28, 2018, dividend payments totaled $5.7 million, of which $2.6 million represented a special cash dividend payment of $0.21 per share, and $3.1 million represented quarterly dividend payments ranging from $0.08 per share to $0.09 per share. During the nine months ended January 29, 2017, dividend payments totaled $5.3 million, of which $2.6 million represented a special cash dividend payment of $0.21 per share, and $2.7 million represented quarterly dividend payments ranging from $0.07 per share to $0.08 per share.

During the nine months ended January 28, 2018 and January 29, 2017, we did not purchase any shares of our common stock. At January 28, 2018, we had $5.0 million available under the share repurchase program approved by our board of directors in June 2016.

~~I - 34~~

~~Segment Analysis~~

~~Mattress Fabrics Segment~~

Three Months Ended
(dollars in thousands) January 28, 2018 January 29, 2017 Change

Net sales $ 49,042 $ 45,920 6.8 %
Gross profit 10,146 9,758 4.0 %
Gross profit margin 20.7 % 21.3 % (60 )bp
SG&A expenses 3,309 3,391 (2.4 )%
Income from operations 6,837 6,367 7.4 %
Operating margin 13.9 % 13.9 % -

Nine Months Ended
(dollars in thousands) January 28, 2018 January 29, 2017 Change

Net sales $ 146,072 $ 141,977 2.9 %
Gross profit 29,641 32,414 (8.6 )%
Gross profit margin 20.3 % 22.8 % (250 )bp
SG&A expenses 9,868 10,185 (3.1 )%
Income from operations 19,774 22,229 (11.0 )%
Operating margin 13.5 % 15.7 % (220 )bp

~~Net Sales~~

Net sales associated with our mattress fabrics segment increased during the third quarter and the year-to-date periods of fiscal 2018 compared with the same periods a year ago. These results reflect our strategic focus on product innovation and creativity and ability to provide a diverse product mix that meets the changing demands of our customers. As a result, we have been able to increase our net sales in spite of an uncertain marketplace, seasonal holiday plant closures, and some additional weather-related disruptions that occurred at the end of the third quarter.

~~I - 35~~

Our net sales for fiscal 2018 reflected continued growth in our mattress cover business known as CLASS. The growth in CLASS has allowed us to expand our business with both traditional customers and also reach new customer markets, especially the fast growing boxed bedding space.

Our recent joint venture (known as Class International Holdings Ltd.) produces mattress covers in a facility located in Haiti and complements our existing U.S. mattress fabric operations with a mirrored platform that enhances our ability to meet customer demand and remain cost-competitive. We have commenced production and started to ship products from Haiti, and we plan to gradually add more capacity to meet expected customer demand. (Refer to Note 16 located in the notes to the consolidated financial statements for further details regarding the investment in our unconsolidated joint venture).

We also have the ability to utilize our fabric and cut and sew platform located in China to expand our mattress cover business to new markets. We believe with the transformation of our North American operations (see discussion below in the Gross Profit and Operating Income section) and our global production facilities for both fabric and sewn covers, we are well positioned to meet expected demand in all segments of the mattress fabric marketplace.

~~Gross Profit and Operating Income~~

Operational performance improved during the third quarter following the completion of a period of major transformation across our North American manufacturing operations, which included significant capital investment projects and supply chain enhancements. With our capital improvement projects and facility equipment relocations behind us, we have started to realize improved operating efficiencies with favorable results. Operating margins sequentially improved during fiscal 2018 as operating margins were 13.1%, 13.5%, and $13.9% for the first quarter, second quarter, and third quarter, respectively.

~~Segment assets~~

Segment assets consist of accounts receivable, inventory, property, plant and equipment, investment in an unconsolidated joint venture, goodwill, a non-compete agreement and customer relationships associated with an acquisition.

~~I - 36~~

(dollars in thousands)

January 28,
2018

January 29,
2017

April 30,
2017

Accounts receivable and inventory $ 42,195 $ 41,498 $ 47,038
Property, plant & equipment 49,289 47,755 48,916
Goodwill 11,462 11,462 11,462
Investment in unconsolidated joint venture 1,518 600 1,106
Non-compete agreement 722 847 828
Customer relationships 625 677 664

~~Accounts Receivable & Inventory~~

As of January 28, 2018, accounts receivable and inventory slightly increased compared with January 29, 2017. This increase is primarily due to the increased sales volume experienced in the third quarter of fiscal 2018 compared to the same period a year ago.

As of January 28, 2018, accounts receivable and inventory decreased $4.8 million or 10% compared with April 30, 2017. This decrease is primarily due to a decrease in inventory as a result of improved inventory management and a decrease in accounts receivable as this business segment experienced lower sales volume in the last two months of the third quarter of fiscal 2018 compared with the last two months of the fourth quarter of fiscal 2017.

~~Property, Plant & Equipment~~

The $49.3 million at January 28, 2018, represents property, plant and equipment of $35.6 million and $13.7 million located in the U.S. and Canada, respectively. The $47.8 million at January 29, 2017, represents property, plant, and equipment of $32.6 million and $15.2 million located in the U.S. and Canada, respectively. The $48.9 million at April 30, 2017, represents property, plant, and equipment of $34.0 million and $14.9 million located in the U.S. and Canada, respectively.

As of January 28, 2018, property, plant, and equipment increased compared with January 29, 2017 and April 30, 2017, respectively. These increases were due to capital expenditures that primarily related to machinery and equipment that were mostly offset by depreciation expense.

~~Investment in Unconsolidated Joint Venture~~

~~The investment in unconsolidated joint venture represents our fifty percent ownership of Class International Holdings Ltd. (See Note 16 to the consolidated financial statements for further details).~~

~~Non-Compete Agreement and Customer Relationships~~

~~The decreases in carrying values of our non-compete agreement and customer relationships at January 28, 2018, compared with January 29, 2017, and April 30, 2017, are due to amortization expense.~~

~~I - 37~~

~~Upholstery Fabrics Segment~~

~~Net Sales~~

Three Months Ended

(dollars in thousands)
January 28,
2018

January 29,
2017

% Change

Non U.S. Produced $ 34,282 95 % $ 27,696 92 % 23.8 %
U.S. Produced 1,986 5 % 2,553 8 % (22.2 )%
Total $ 36,268 100 % $ 30,249 100 % 19.9 %

Nine Months Ended

(dollars in thousands)
January 28,
2018

January 29,
2017

% Change

Non U.S. Produced $ 93,806 94 % $ 83,279 92 % 12.6 %
U.S. Produced 5,663 6 % 6,938 8 % (18.4 )%
Total $ 99,469 100 % $ 90,217 100 % 10.3 %

Net sales in this segment increased in the third quarter and the year-to-date period of fiscal 2018 compared to the same periods a year ago. These results reflect our product-driven strategy and various growth initiatives. Our ability to provide a diverse product offering has allowed us to reach new market segments. Our results reflect the success of this strategy, highlighted by expanded sales of LiveSmart®, our popular “performance” line of highly durable stain-resistant fabric. We have recently launched a new website specifically to promote this innovative product line, along with a more aggressive marketing campaign. Also, we achieved continued sales growth in fabrics designed for the hospitality market. In addition, we are actively pursuing acquisition opportunities that will broaden our product capabilities.

Our increase in net sales also reflects the timing of the Chinese New Year holiday that occurred entirely in February this fiscal year. As a result, many of our customers shifted more of their purchases into January, in advance of plant shutdowns in order to meet anticipated demand. We currently expect this pace to slow down in the fourth quarter with the disruption of February production in China.

~~Our 100% owned China platform supports our marketing efforts with the flexibility to adapt to changing customer demand trends with a diverse product mix of fabric styles and price points.~~

~~I - 38~~

~~Gross Profit, Selling, General & Administrative Expenses, and Operating Income~~

Three Months Ended
(dollars in thousands) January 28, 2018 January 29, 2017 Change

Gross profit $ 7,457 $ 7,001 6.5 %
Gross profit margin 20.6 % 23.1 % (250 )bp
SG&A expenses 3,947 3,901 1.2 %
Income from operations 3,510 3,100 13.2 %
Operating margin 9.7 % 10.2 % (50 )bp

Nine Months Ended
(dollars in thousands) January 28, 2018 January 29, 2017 Change

Gross profit $ 20,232 $ 19,665 2.9 %
Gross profit margin 20.3 % 21.8 % (150 )bp
SG&A expenses 11,458 11,086 3.4 %
Income from operations 8,773 8,579 2.3 %
Operating margin 8.8 % 9.5 % (70 )bp

Our increase in gross profit and operating income during the third quarter and year-to-date period of fiscal 2018 was primarily due to the increase in net sales noted above. However, our profitability and gross profit and operating margins were affected by higher operating expenses due to less favorable foreign currency exchange rates associated with our China operations that mostly occurred during our third quarter. Additionally, our year-to-date profitability was affected by higher than anticipated freight costs incurred by our China operations during the second quarter. A forced Chinese government shutdown of certain textile mills for environmental control disrupted our supply chain. As a result, we incurred additional freight costs in order to ensure customer deliveries.

~~Business Combination - Upholstery Fabrics Segment~~

~~On March 8, 2018, we reached a definitive agreement to acquire Read Window Products, Inc. (Read), a source for custom window treatments for the hospitality and commercial industries. B~~ased in Knoxville, Tennessee, Read is a turn-key provider of window treatments offering measuring, sourcing, fabrication and installation services. Read’s custom product line includes motorization, shades, drapery, upholstered headboards and shower curtains. In addition, they supply soft goods such as decorative top sheets, coverlets, duvet covers, bed skirts, holsters and pillows, for hospitality brands worldwide. Read has been in business since 1981, with annual revenues of approximately $11.0 million in 2017. We currently expect to fund the acquisition with cash and investments on hand without incurring any additional debt, with closing expected to occur by the end of March, subject to the satisfaction of customary closing conditions.

~~Segment Assets~~

~~Segment assets consist of accounts receivable, inventory, and property, plant, and equipment.~~

(dollars in thousands) January 28, 2018 January 29, 2017 April 30, 2017
Accounts receivable and inventory $ 39,553 $ 27,421 $ 29,021
Property, plant & equipment 2,101 1,826 1,879

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~~Accounts Receivable & Inventory~~

As of January 28, 2018, accounts receivable and inventory increased $12.1 million, or 44%, compared with January 29, 2017, and $10.5 million, or 36% compared with April 30, 2017. This increase was primarily due to the increased sales volume in the third quarter and inventory requirements associated with the timing of the Chinese New Year holiday.

~~Property, Plant & Equipment~~

The $2.1 million at January 28, 2018, represents property, plant, and equipment of $1.4 million and $711,000 located in the U.S. and China, respectively. The $1.8 million at January 29, 2017, represents property, plant, and equipment of $1.1 million and $711,000 located in the U.S. and China, respectively. The $1.9 million at April 30, 2017, represents property, plant, and equipment of $1.2 million and $655,000 located in the U.S. and China, respectively.

~~Other Income Statement Categories~~

Three Months Ended
(dollars in thousands) January 28, 2018 January 29, 2017 % Change
SG&A expenses $ 9,959 $ 9,824 1.4 %
Interest expense 31 - 100.0 %
Interest income 132 124 6.5 %
Other expense 229 69 231.9 %

Nine Months Ended
(dollars in thousands) January 28, 2018 January 29, 2017 % Change
SG&A expenses $ 28,876 $ 29,171 (1.0 )%
Interest expense 69 - 100.0 %
Interest income 391 164 138.4 %
Other expense 903 376 140.2 %

~~Selling, General and Administrative Expenses~~

SG&A expenses were relatively flat for the third quarter and year-to-date period of fiscal 2018 compared with the same periods a year ago. SG&A expenses for fiscal 2018 compared with the fiscal 2017 included lower incentive compensation expense reflecting weaker financial results in relation to pre-established financial targets, offset by the following items that increased SG&A expenses:

Selling, General, and Administrative Expenses

The decrease in selling, general, and administrative expenses during the first quarter of fiscal 2021 compared with the first quarter of fiscal 2020 is mostly due to our significant cost cutting measures during the fourth quarter of fiscal 2020 that continued into the first quarter of fiscal 2021 as part of our comprehensive response to the COVID-19 global pandemic. These significant cost cutting measures primarily related to compensation and included (i) implementing temporary salary reductions, (ii) making workforce adjustments to align with demand, and (iii) suspending merit pay increases. Additionally, we aggressively reduced discretionary spending such as professional fees and travel and entertainment expenses.

Interest Expense

During the three-months ended August 2, 2020, our interest expense is attributable to interest paid on amounts borrowed during the fourth quarter of fiscal 2020 in connection with the disruption from the COVID-19 global pandemic. As a result of the uncertainty relating to the duration of the pandemic and its overall effect on our business, we proactively borrowed $30.8 million under our lines of credit and applied for and received a $7.6 million loan under the SBA’s Paycheck Protection Program. During the first quarter of fiscal 2021, we repaid in full the PPP loan and all of the borrowings that were outstanding under our lines of credit as of May 3, 2020, and as a result, we did not have any outstanding borrowings under our lines of credit as of August 2, 2020.

During the three-months ended August 4, 2019, we did not report any interest expense associated with our continuing operations, which reflects our historically low amount of borrowings outstanding.

Interest Income

Interest income reflects interest earned on our current investments of excess cash held in money market funds, mutual funds, short-term bond funds, and investment-grade U.S. corporate, foreign, and government bonds, as well as interest earned on money market and mutual fund investments associated with our rabbi trust that funds our deferred compensation plan.The decrease in interest income during the first quarter of fiscal 2021 compared with the first quarter of fiscal 2020 is due mostly to a decrease in interest rates associated with these investments.

~~Non-recurring charges~~

Other Expense

The increase in other expense during the first quarter of fiscal 2021, as compared to the prior year period, is due mostly to less favorable foreign currency exchange rates associated with our operations located in China.

Income Taxes

Effective Income Tax Rate

	Three Months Ended
	August 2, 2020			August 4, 2019
U.S. federal income tax rate		21.0	%		21.0	%
U.S. valuation allowance		474.4			—
U.S. income tax law change		(232.5	)		—
Global Intangible Low Taxed Income Tax ("GILTI")		—			13.6
Foreign income tax rate differential		19.6			10.2
Other		1.2			4.1
		283.7	%		48.9	%

U.S. Tax Law Change

Effective July 20, 2020, the U.S Treasury Department finalized and enacted previously proposed regulations regarding the GILTI tax provisions of the Tax Cuts and Jobs Act of 2017 (“TCJA”). Prior to this enactment, GILTI represented a significant U.S. income tax on our foreign earnings during fiscal 2019 ($2.1 million) and fiscal 2020 ($1.9 million). With the enactment of these final regulations, we are now eligible for an exclusion from GILTI since we meet the provisions for the GILTI High-Tax exception included in the final regulations. In addition, the enactment of the new regulations and our eligibility for the GILTI High-Tax exception are retroactive to the original enactment of the GILTI tax provision, which includes our 2019 and 2020 fiscal years.

Valuation Allowance

As a result of the U.S. tax law change relating to the GILTI tax provisions of the TCJA, we assessed the need for an additional valuation allowance against our U.S. net deferred income taxes, as GILTI represented a significant source of our U.S. taxable income during fiscal 2019 and fiscal 2020 that offset our U.S. pre-tax losses during such years, and which offset is now reversed as a result of the retroactivity of the new regulations. Consequently, due to the retroactivity of the new regulations, we experienced a recent history of cumulative U.S. taxable losses during our last two fiscal years, and we currently expect our history of U.S. pre-tax losses to continue into fiscal 2021 as a result of the continuing economic uncertainty associated with the ~~consolidation~~COVID-19 global pandemic. As a result of the significant weight of this negative evidence, we believe it is more-likely-than-not that our U.S. net deferred income tax assets will not be fully realizable. Accordingly, we recorded a non-cash income tax charge of $7.0 million to provide for a full valuation allowance against our U.S. net deferred income tax assets. This $7.0 million income tax charge was recorded as a discrete event in which its full income tax effects were recorded during the first quarter of fiscal 2021.

Based on our assessments as of August 2, 2020, August 4, 2019, and May 3, 2020, valuation allowances against our net deferred income taxes pertain to the following:

(dollars in thousands)	August 2, 2020		August 4, 2019		May 3, 2020
U.S. Federal and State net deferred income tax assets	$	7,830		711		867
U.S. capital loss carryforward		2,281		—		2,281
	$	10,111		711		3,148

Undistributed Earnings

In accordance with ASC Topic 740, we assess whether the undistributed earnings from our foreign subsidiaries will be reinvested indefinitely or eventually distributed to our U.S. parent company. ASC Topic 740 requires that a deferred tax liability should be recorded for undistributed earnings from foreign subsidiaries that will not be reinvested indefinitely. Also, we assess the recognition of U.S. foreign income tax credits associated with foreign withholding and income tax payments and whether it is more-likely-than-not that our foreign income tax credits will not be realized. If it is determined that any foreign income tax credits need to be recognized or it is more-likely-than-not our foreign income tax credits will not be realized, an adjustment to our provision for income taxes will be recognized at that time.

Refer to Note 15 of the consolidated financial statements for disclosures regarding our assessments of our ~~mattress production facilities~~recorded deferred income tax liability balances associated with undistributed earnings from our foreign subsidiaries as of August 2, 2020, August 4, 2019, and May 3, 2020, respectively.

Uncertain Income Tax Positions

Refer to Note 15 located of the consolidated financial statements for disclosures regarding our assessments of our uncertain income tax positions as of August 2, 2020, August 4, 2019, and May 3, 2020, respectively.

Income Taxes Paid

Our net income tax payments totaled $9,000 during the first quarter of fiscal 2021 compared with $1.8 million during the first quarter of fiscal 2020. The net income tax payments totaling $9,000 represented income tax payments associated with our foreign jurisdictions totaling $755,000 that were mostly offset by a U.S. income tax refund of $746,000 (see United States section below for further details). The income tax payments totaling $1.8 million represented income tax payments associated with our foreign jurisdictions totaling $984,000 and a withholding tax payment of $838,000 paid to the Chinese government for earnings and profits repatriated to the U.S. parent company.

United States

Alternative Minimum Tax (AMT)

This decrease in tax payments during the first quarter of fiscal 2021 reflects the provisions of the TCJA, as corporate taxpayers were eligible to treat prior AMT credit carryforwards as refundable. Accordingly, we elected to treat our prior AMT credit carryforward balance of $1.5 million as refundable, and as a result, 50% of the $1.5 million refundable balance was expected to be received in each of our fiscal 2021 and fiscal 2022 years, respectively. Net income taxes paid for the three-month period ending August 2, 2020, included our first 50% installment of our refundable balance totaling $746,000.

In accordance with the provisions of the Coronavirus Aid, Relief and Economic Security Act of 2020 (the “CARES Act”), 100% of AMT credit carryforwards for tax years beginning in the 2019 tax year were immediately refundable. Accordingly, we claimed credit for the remaining 50% installment of our refundable AMT credit carryforward in May 2020. We received our remaining 50% installment, plus interest, totaling $764,000 during the second quarter of fiscal 2021.

Future Liquidity

We currently do not expect to pay income taxes in the U.S. on a cash basis during fiscal 2021 due to: (i) our exclusion from the GILTI tax as a result of the U.S. Treasury regulations finalized and enacted on July 20, 2020; (ii) AMT income tax refunds totaling $1.5 million received during the first and second quarters of fiscal 2021; (iii) the immediate expensing of U.S. capital expenditures, and (iv) our existing U.S. Federal net operating loss carryforwards totaling $21.9 million.

Liquidity and Capital Resources

Liquidity

Overall

Currently, our sources of liquidity include cash and cash equivalents, short-term investments (available for sale), cash flow from operations, and amounts available under our revolving credit lines. These sources have been adequate for day-to-day operations, capital expenditures, debt payments, common stock repurchases, and dividend payments. We believe our cash and cash equivalents of $40.0 million and short-term investments (available for sale) of $1 million as of August 2, 2020, cash flow from operations, and the current availability ($35.7 million) under our revolving credit lines will be sufficient to fund our foreseeable business needs and our contractual obligations.

The decrease from the end of fiscal 2020 is attributable to repayment of all of the outstanding borrowings associated with our U.S. and China lines of credit and the PPP loan, which borrowings totaled $38.4 million. Excluding the repayments made on our lines of credit and the PPP loan, our cash and cash equivalents, short-term investments (available for sale), and short-term and long-term investments (held-to-maturity) as of August 2, 2020, would have increased $8.7 million as compared to May 3, 2020. This increase was mostly due to (i) net cash provided by operating activities totaling $10.6 million, partially offset by (ii) a cash payment of $1.3 million in the form of a regular quarterly dividend payment to shareholders, and (iii) $500,000 of capital expenditures that were primarily ~~incurred~~related to our mattress fabrics segment.

Our net cash provided by operating activities was $10.6 million during the first ~~half~~quarter of fiscal ~~2018.~~

~~Higher selling expenses~~2021, compared with $2.0 of net cash provided by operating activities during the first quarter of fiscal 2020. This increase is due mostly to improved working capital management. Additionally, our discontinued operation had net cash used in operating activities totaling $1.4 million during the first quarter of fiscal 2020. Our discontinued operation did not have any net cash (used in) or provided by investing activities during the first quarter of fiscal 2020. Our discontinued operation had net cash provided by financing activities, all of which were loan proceeds and capital contributions from the company and the non-controlling interest holder of eLuxury, totaling $1.4 million during the first quarter of fiscal 2020. We believe our liquidity will improve in the absence of our former home accessories segment due to the significant losses incurred by that segment and the funding of its working capital requirements primarily by the company through loans and capital contributions that will no longer be required.

As of August 2, 2020, there were no outstanding borrowings under our lines of credit.

The income taxes we pay also affects our liquidity. See the section titled “Income Taxes Paid” of this Item 2 - Management’s Discussion and Analysis of Financial Condition section for further details.

Our cash and cash equivalents and short-term investments (available for sale) balance may be adversely affected by factors beyond our control, such as the continuing uncertainty of the COVID-19 global pandemic, lower net sales due to consumer demand, and delays in receipt of payment on accounts receivable.

By Geographic Area

A summary of our cash and cash equivalents, short-term investments (available for sale), and short-term and long-term investments (held-to-maturity) by geographic area follows:

(dollars in thousands)	August 2, 2020		August 4, 2019		May 3, 2020
United States	$	41,598	$	37,906	$	65,327
China		3,974		4,654		10,531
Canada		1,761		1,634		1,160
Cayman Islands		42		42		42
	$	47,375	$	44,236	$	77,060

As discussed above, the decrease in our cash and investments, specifically in the U.S., as of August 2, 2020, compared with May 3, 2020, is attributable to repayment of all of the outstanding borrowings associated with our lines of credit and PPP loan, which totaled $38.4 million.

Common Stock Repurchase Program

In March 2020, our board of directors approved an authorization for us to acquire up to $5.0 million of our common stock. Under the common stock repurchase program, shares may be purchased from time to time in open market transactions, block trades, through plans established under the Securities Exchange Act Rule 10b5-1, or otherwise. The number of shares purchased, and the timing of such purchases, will be based on working capital requirements, market and general business conditions, and other factors, including alternative investment opportunities.

As part of our comprehensive response to the COVID-19 global pandemic, we announced on April 3, 2020, that our board of directors temporarily suspended the share repurchase program given the ongoing economic disruption and uncertainty. Accordingly, we did not purchase any shares of our common stock during the three-month period ending August 2, 2020. Additionally, we did not purchase any share of our common stock during the three-month period ending August 4, 2019.

As of August 2, 2020, we had $5.0 million available for repurchases of our common stock.

Dividend Program

Working Capital

Operating Working Capital

Operating working capital (accounts receivable and inventories, less accounts payable-trade, accounts payable-capital expenditures, and deferred revenue) was $43.5 million as of August 2, 2020, compared with $48.7 million as of August 4, 2019, and $49.4 million as of May 3, 2020. Operating working capital turnover was 5.0 during the first quarter of fiscal 2021, compared with 5.7 during the first quarter of fiscal 2020 and 5.1 during the fourth quarter of fiscal 2020.

Accounts Receivable

Accounts receivable as of August 2, 2020, totaling $29.9 million, increased $6.2 million, or 26.3%, compared with $23.7 million at August 4, 2019. This increase reflects slower cash collections on accounts receivable beginning in the fourth quarter of fiscal 2020 and continuing into our first quarter of fiscal 2021 as a result of the COVID-19 global pandemic. We experienced slower cash collections during the first quarter of fiscal 2021 because we granted extended credit terms to certain customers in response to the challenging business conditions stemming from the pandemic. These extended credit terms are not considered financing arrangements, and we did not experience significant customer delinquencies during the quarter in light of these extended credit terms.

As of August 2, 2020, accounts receivable increased by $4.8 million, or 19.1%, compared with May 3, 2020. This increase reflects the increase in net sales during the first quarter of fiscal 2021 compared with the fourth quarter of fiscal 2020. Net sales during the first quarter of fiscal 2021 were $64.5 million, an increase of $17.1 million, or 36%, compared with net sales of $47.4 million during the fourth quarter of fiscal 2020.

Days’ sales outstanding were 41 days for the first quarter of fiscal 2021, compared with 30 days for the first quarter of fiscal 2020 and 48 days for the fourth quarter of fiscal 2020.

Inventory

Inventories as ~~a result~~of August 2, 2020, totaling $40.4 million, decreased $7.2 million, or 15.1%, compared with $47.6 million as of August 4, 2019. Additionally, as of August 2, 2020, inventory decreased by $7.5 million, or 15.7%, compared with May 3, 2020. These trends reflect improved inventory management by aligning our inventory purchases to reflect current demand trends.

Inventory turns were 5.3 for the first quarter of fiscal 2021, compared with 4.9 for the first quarter of fiscal 2020 and 3.5 for the fourth quarter of fiscal 2020.

Accounts Payable

Accounts payable- trade as of August 2, 2020, totaling $25.7 million, increased $3.9 million, or 17.8%, compared with $21.9 million as of August 4, 2019. This increase in accounts payable reflects our negotiation of temporary credit terms with our vendors and landlords as part of our ~~strategic focus on product innovation~~comprehensive response to the COVID-19 global pandemic.

Accounts payable- trade as of August 2, 2020, totaling $25.7 million, increased $2.7 million, or 11.9%, compared with $23.0 million as of May 3, 2020. This increase represents the increase in net sales and ~~creativity.~~

~~Non-recurring legal~~temporary extension of terms negotiated with our vendors during the first quarter of fiscal 2021 compared with the fourth quarter of fiscal 2020. Net sales during the first quarter of fiscal 2021 were $64.5 million, an increase of $17.1 million, or 36%, compared with net sales of $47.4 million during the fourth quarter of fiscal 2020.

Financing Arrangements

Currently, we have revolving credit agreements with banks for our U.S parent company and ~~other professional fees incurred that relate~~our operations located in China. The purposes of our revolving lines of credit are to ~~acquisition activity.~~

~~I - 40~~

~~Interest Expense~~

Interest costs charged to operations were $31,000 during the third quarter of fiscal 2018 compared with $52,000 for the same period a year ago. Interest costs charged to operations were $168,000 for the year-to-date period of fiscal 2018 compared with $97,000 for the year-to-date period of fiscal 2017. Our interest costs for fiscal 2018 and 2017 pertain to borrowings associated with our U.S. revolving line of credit and with the construction of a new building associated with our mattress fabrics segment (Refer to Notes 8 and 15 located in the notes to the consolidated financial statements for further details).

The interest costs charged to operations for the nine-month period in fiscal 2018 were partially offset by interest costs totaling $99,000 for the construction of qualifying fixed assets that were capitalized through the second quarter. Interest costs charged to operations in fiscal 2017 were fully offset by interest costs for the construction of qualifying fixed assets that were capitalized. Interest costs that have been capitalized will be amortized over the related assets’ useful lives.

~~Interest Income~~

Interest income increased for the year-to-date period of fiscal 2018 compared with the same period a year ago. The increase in interest income was due to management's decision at the end of the second quarter of fiscal 2017 to invest approximately $31.0 million in investment grade U.S. Corporate bonds with maturities that primarily ranged from 2 to 2.5 years. The purpose of this investment was to earn a higher rate of return on our excess cash located in the Cayman Islands.

~~Other Expense~~

Other expense increased for the third quarter and the year-to-date period of 2018 compared with the same periods a year ago. This increase was mostly due to less favorable foreign currency exchange rates associated with our operations located in China.

~~Income Taxes~~

~~Effective Income Tax Rate~~

We recorded income tax expense of $12.0 million, or 58.6% of income before income taxes, for the nine month period ended January 28, 2018, compared to income tax expense of $6.6 million, or 28.9% of income before income taxes, for the nine month period ended January 29, 2017. Our effective income tax rates for the nine month periods ended January 28, 2018, and January 29, 2017, were based upon the estimated effective income tax rate applicable for the full year after giving effect to any significant items related specifically to interim periods. Those items that are associated with specific interim periods primarily relate to the income tax effects of the Tax Act that became effective in our third quarter of fiscal 2018, and the reversal of an uncertain income tax position associated with a foreign jurisdiction in which the statute of limitations expired in the third quarter of fiscal 2017. The effective income tax rate can be affected over the fiscal year by the mix and timing of actual earnings from our U.S. operations and foreign sources versus annual projections and changes in foreign currency exchange rates in relation to the U.S. dollar.

~~I - 41~~

2018 2017
Federal income tax rate 30.4 % 34.0 %
Tax effects of the Tax Act 28.4 -
Tax effects of Chinese foreign exchange (losses) gains (2.9 ) 1.9
Excess income tax benefits related to stock-based compensation (2.3 ) -
Reversal of foreign uncertain tax position - (9.1 )
Foreign income tax rate differential 3.9 -
U.S. state income tax expense 0.2 0.6
Other 0.9 1.5
58.6 % 28.9 %

~~2017 Tax Cuts and Jobs Act~~

On December 22, 2017 (the “Enactment Date”), the Tax Act was signed into law. The Tax Act contains significant changes to corporate taxation, including (i) the reduction of the corporate income tax rate to 21%, (ii) the acceleration of expensing certain business assets, (iii) a one-time mandatory repatriation tax (the “Transition Tax”) related to the transition of U.S. international tax from a worldwide tax system to a territorial tax system, (iv) limitations on the use of foreign tax credits to reduce the U.S. income tax liability, (v) the repeal of the domestic production activities deduction, (vi) additional limitations on the deductibility of interest expense and executive compensation, and (vii) the creation of new minimum taxes such as the base erosion anti-abuse tax and Global Intangible Low Taxed Income tax.

Refer to Note 13 located in the notes to the consolidated financial statements for disclosures regarding our assessments and provisional estimates recorded with regard to the Tax Act during the three-month and nine-month periods ending January 28, 2018.

~~I - 42~~

~~Valuation Allowance~~

Refer to Note 13 located in the notes to the consolidated financial statements for disclosures regarding our assessments of our recorded valuation allowance as of January 28, 2018, January 29, 2017, and April 30, 2017, respectively.

~~Undistributed Earnings~~

In accordance with ASC Topic 740, we assess whether the undistributed earnings from our foreign subsidiaries will be reinvested indefinitely or eventually distributed to our U.S. parent company. ASC Topic 740 requires that a deferred tax liability should be recorded for undistributed earnings from foreign subsidiaries that will not be reinvested indefinitely. Also, we assess the recognition of U.S. foreign income tax credits associated with foreign withholding and income tax payments and whether it is more-likely-than-not that our foreign income tax credits will not be realized. If it is determined that any foreign income tax credits need to be recognized or it is more-likely-than-not our foreign income tax credits will not be realized, an adjustment to our provision for income taxes will be recognized at that time.

Refer to Note 13 located in the notes to the consolidated financial statements for disclosures regarding our assessments of our recorded deferred income tax liability balances associated with undistributed earnings from our foreign subsidiaries as of January 28, 2018, January 29, 2017, and April 30, 2017, respectively.

~~Uncertainty In Income Taxes~~

At January 28, 2018, we had a $12.4 million total gross unrecognized income tax benefit, of which $9.9 million and $2.5 million were classified as income taxes payable-long-term and non-current deferred income taxes, respectively, in the accompanying Consolidated Balance Sheets. Refer to Note 13 in the consolidated financial statements for additional information.

United States federal and state income tax returns filed by us remain subject to examination for income tax years 2005 and subsequent due to loss carryforwards. Canadian federal returns are subject to examination for income tax years 2014 and subsequent and Canadian provincial (Quebec) returns filed by us remain subject to examination for income tax years 2016 and subsequent. Income tax returns associated with our operations located in China are subject to examination for income tax year 2012 and subsequent.

~~I - 43~~

In accordance with ASC Topic 740, an unrecognized income tax benefit for an uncertain income tax position can be recognized in the first interim period if the more-likely-than-not recognition threshold is met by the reporting period, or is effectively settled through examination, negotiation, or litigation, or the statue of limitations for the relevant taxing authority to examine and challenge the tax position has expired. If it is determined that any of the above conditions occur regarding our uncertain income tax positions, an adjustment to our unrecognized income tax benefits will be recorded at that time.

~~Income Taxes Paid~~

We reported income tax expense of $12.0 million and $6.6 million for the nine month periods ending January 28, 2018 and January 29, 2017, respectively. However, our income tax payments totaled $3.4 million and $4.7 million for the nine month periods ending January 28, 2018 and January 29, 2017, respectively. These income tax payments pertain to our subsidiaries located in China and Canada.

As a result of the Tax Act noted above, we do expect to start making income tax payments associated with the Transition Tax in fiscal 2019. Taxpayers can elect to pay the Transition Tax over a period of eight years, and we intend to make this election. Additionally, as part of the Tax Act, we expect to elect out of using U.S. federal net loss operating carryforwards to offset the Transition Tax in order to fully utilize our foreign tax credits. As a result, we have approximately $7.0 million of U.S. federal net loss operating carryforwards to apply against fiscal 2019 U.S. taxable income. This fact, coupled with the lower U.S. corporate income tax rate and the immediate expensing of U.S. capital expenditures next year, is currently expected to result in minimal U.S. cash income taxes paid in fiscal 2019.

~~I - 44~~

~~Liquidity and Capital Resources~~

~~Liquidity~~

~~Overall~~

Currently, our sources of liquidity include cash and cash equivalents, short-term investments (available for sale), cash flow from operations, and amounts available under our revolving credit lines. These sources have been adequate for day-to-day operations, capital expenditures, debt payments, common stock repurchases, and dividend payments. We believe our present cash and cash equivalents and short-term investment balance (available for sale), of $24.9 million at January 28, 2018, cash flow from operations, and the current availability ($36.4 million as of January 28, 2018) under our revolving credit lines will be sufficient to fund our foreseeable business needs, contractual obligations, and potential acquisitions.

At January 28, 2018, our cash and investments (which comprises of cash and cash equivalents, short-term investments (available for sale), and short-term and long-term investments (held-to-maturity) totaled $55.7 million compared with $54.2 million at April 30, 2017. Additionally, there were no borrowings outstanding under our revolving credit agreements as of January 28, 2018, and April 30, 2017, respectively.

Our net cash provided by operating activities of $21.5 million during the year-to-date period of fiscal 2018 decreased from $24.7 million during the same period a year ago. The decrease was primarily due to lower income from operations and increased inventory requirements associated with higher net sales and timing of the Chinese New Year holiday experienced by our China operations during the third quarter of fiscal 2018.

Our cash and cash equivalents and short-term investment (available for sale) balance may be adversely affected by factors beyond our control, such as lower net sales due to weakening industry demand and delays in receipt of payment on accounts receivable.

~~I - 45~~

~~By Geographic Area~~

We currently hold cash and cash equivalents, short-term investments (available for sale), and short-term and long-term investments (held-to-maturity) in the U.S. and our foreign jurisdictions to support our operational requirements, potential acquisitions, mitigate ~~our risk to foreign exchange rate fluctuations, and U.S. and foreign income tax and planning purposes.~~

~~A summary of our cash and cash equivalents, short-term investments (available for sale), and short-term and long-term investments (held-to-maturity) by geographic area follows:~~

January 28, January 29, April 30,
(dollars in thousands) 2018 2017 2017
Cayman Islands $ 38,918 $ 35,416 $ 34,965
China 7,228 8,624 12,722
United States 5,707 301 2,228
Canada 3,878 4,560 4,268
$ 55,731 $ 48,901 $ 54,183

Currently, we are holding a significant amount of our cash and investments with our international holding company located in the Cayman Islands. Our cash and investments located in this jurisdiction stemmed from accumulated earnings and profits (totaling $50.4 million as of January 28, 2018) that were distributed from our subsidiaries located in China. Our cash and investments held in the Cayman Islands are currently expected to be used for the following business purposes:

·	~~Mitigate~~ our risk toassociated with foreign currency exchange rate fluctuations, ~~for assets~~ and ~~liabilities denominated in Chinese Yuan Renminbi by holding more cash and investments denominated in U.S. dollars.~~

·	~~Fund any proposed acquisitions.~~

Repatriate earnings and profits generated from our China operations to the U.S. parent for various strategic purposes. Currently, we have repatriated accumulated earnings and profits residing in the Cayman Islands totaling $12.1 million, of which $9.0 million and $3.1 million were repatriated in fiscal 2018 and 2016, respectively. Noultimately repatriate earnings and profits from our foreign subsidiaries ~~were~~to our U.S. parent company to take advantage of the TCJA, which allows a U.S. corporation a 100% dividend received income tax deduction on earnings and profits repatriated to the ~~U.S during~~U.S. from 10% owned foreign corporations.

As of August 2, 2020, we did not have any outstanding borrowings associated with our revolving credit agreements.

Our loan agreements require, among other things, that we maintain compliance with certain financial covenants. As of August 2, 2020, we were in compliance with these financial covenants.

Refer to Note 10 of the consolidated financial statements for further details of our revolving credit agreements.

Capital Expenditures and Depreciation

Overall

Capital expenditures on a cash basis were $500,000 for the first quarter of fiscal ~~2017.~~

2021, compared with $935,000 for the same period a year ago. Capital expenditures primarily related to our mattress fabrics segment for both periods.

Depreciation expense was $1.8 million for the first quarter of fiscal 2021, compared with $1.9 million for the same period a year ago. Depreciation expense mostly related to our mattress fabrics segment for both periods.

For fiscal 2021, we are projecting cash capital expenditures to be in the range of $8.5 million to $9.0 million. Depreciation expense is projected to be approximately $7.0 million in fiscal 2021. The estimated capital expenditures and depreciation expense for fiscal 2021 mostly relate to the mattress fabrics segment. These are management’s current expectations only, and changes in our business and the unknown duration and financial impact of the COVID-19 global pandemic could cause changes in plans for capital expenditure and expectations related to depreciation expense. Funding for capital expenditures is expected to be primarily from cash provided by operating activities.

Accounts Payable – Capital Expenditures

As of August 2, 2020, we had total amounts due regarding capital expenditures totaling $333,000 pertaining to outstanding vendor invoices, none of which were financed. The total amount outstanding of 333,000 is required to be paid based on normal credit terms.

Purchase Commitments – Capital Expenditures

As of August 2, 2020, we had open purchase commitments to acquire equipment for our mattress fabrics segment totaling $2.0 million.

~~Dividend Program~~

~~I - 46~~

~~Future dividend payments are subject to board approval and may be adjusted at the board’s discretion as business needs or market conditions change.~~

~~Common Stock Repurchase Program~~

~~During the nine months ended January 28, 2018, and January 29, 2017, we did not purchase any shares of our common stock.~~

~~At January 28, 2018, we had $5.0 million available for repurchases of our common stock.~~

~~Working Capital~~

Accounts receivable at January 28, 2018, were $26.1 million, an increase of $3.4 million, or 15%, compared with $22.7 million at January 29, 2017. This increase is primarily due to the increased sales volume experienced in the third quarter of fiscal 2018 compared to the same period a year ago. Days’ sales outstanding were 28 days for the third quarter of fiscal 2018 compared with 27 days for the third quarter of fiscal 2017.

Inventories as of January 28, 2017, were $55.7 million, an increase of $9.5 million, or 21%, compared with $46.2 million at January 29, 2017. This increase was primarily due to the increased sales volume in the third quarter and inventory requirements associated with the timing of the Chinese New Year holiday experienced by our upholstery fabric operations located in China. Inventory turns were 5.2 for both the third quarters of fiscal 2018 and 2017, respectively.

Accounts payable-trade as of January 28, 2018, were $32.4 million, an increase of $10.1 million, or 45%, compared with $22.3 million at January 29, 2017. This increase is due to the increase in net sales and inventory purchases noted above.

Operating working capital (accounts receivable and inventories, less accounts payable-trade and accounts payable-capital expenditures) was $47.8 million at January 28, 2018, compared with $41.0 million at January 29, 2017. Operating working capital turnover was 7.4 during the third quarter of fiscal 2018 compared with 7.0 during the third quarter of fiscal 2017.

~~I - 47~~

~~Financing Arrangements~~

Currently, we have revolving credit agreements with banks for our U.S parent company and our operations located in China. The purposes of our revolving lines of credit are to support potential short-term cash needs in different jurisdictions, mitigate our risk associated with foreign currency exchange rate fluctuations, and ultimately repatriate earnings and profits from our foreign subsidiaries to the U.S. for various strategic purposes. Our revolving credit agreements require us to maintain compliance with certain financial covenants as defined in the respective agreements. At January 28, 2018, we were in compliance with all our financial covenants.

~~Refer to Note 8 located in the notes to the consolidated financial statements for further details of our revolving credit agreements.~~

~~Capital Expenditures and Depreciation~~

~~Overall~~

Capital expenditures on a cash basis were $10.4 million (of which $3.8 million was vendor- financed) for the nine-months ending January 28, 2018, compared with $10.3 million (of which $1.1 million was vendor-financed) for the same period a year ago. Capital expenditures mostly related to our mattress fabrics segment for the nine-month periods ending January 28, 2018, and January 29, 2017, respectively.

Depreciation expense was $5.7 million for the nine-month period ending January 28, 2018, compared with $5.3 million for the nine-month period ending January 29, 2017 and mostly related to the mattress fabrics segment.

For fiscal 2018, we are projecting capital expenditures (including those that are vendor-financed) to be comparable to the $12.9 million spent in fiscal 2017. Depreciation expense for the company as a whole is projected to be approximately $8.0 million in fiscal 2018. We expect capital expenditures in fiscal 2019 to range between $7.0 million and $8.0 million. The estimated capital expenditures and depreciation expense mostly relate to the mattress fabrics segment. These are management’s current expectations only, and changes in our business could cause changes in plans for capital expenditures and expectations related to depreciation expense.

~~Accounts Payable – Capital Expenditures~~

At January 28, 2018, we had total amounts due regarding capital expenditures totaling $1.6 million, of which $1.4 million is financed and pertains to completed work for the construction of a new building (see below). The total outstanding amount of $1.4 million due at January 28, 2018, is required to be paid in May 2018 (our fiscal 2019).

~~I - 48~~

~~Purchase Commitments – Capital Expenditures~~

At January 28, 2018 we had open purchase commitments related to the construction of a building and acquire equipment for our mattress fabrics segment totaling $4.1 million. The $4.1 million includes $1.4 million (all of which represents completed work) associated with the construction of the new building noted below.

Effective May 16, 2016, we entered into an agreement with a contractor to construct a new building located in North Carolina to expand our distribution capabilities and office space at a cost of $11.3 million. This agreement required an installment payment of $1.9 million in April 2016 with additional installment payments to be made in the following fiscal years: Fiscal 2017- $4.3 million; Fiscal 2018- $3.7 million; and Fiscal 2019 - $1.4 million. Interest is charged on the required outstanding installment payments for services that were previously rendered at a rate of $2.25% plus the current 30 day LIBOR rate. Also, we were required to issue a letter of a credit totaling $5.0 million with the contractor’s bank being the beneficiary. In addition to the interest charged on the outstanding installment payments noted above, there is a 0.1% unused fee calculated on the balance of the $5.0 million letter of credit less the amount outstanding per month (see Note 8 to the consolidated financial statements for further details).

~~This new building was placed into service in July 2017.~~

~~Critical Accounting Policies and Recent Accounting Developments~~

At January 28, 2018, there were no changes in the nature of our critical accounting policies or the application of those policies from those reported in our annual report on Form 10-K for the year ended April 30, 2017, with the exception of the application of ASC Topic 740, ~~Income Taxes~~,as it pertains to our assessments made and provisional amounts recorded with regard to the Tax Act and in accordance with SAB 118. See Note 13 to the notes to the consolidated financial statements for further details.

Refer to Note 2 located in the notes to the consolidated financial statements for recently adopted and issued accounting pronouncements since the filing of our Form 10-K for the year ended April 30, 2017.

~~Contractual Obligations~~

~~As of January 28, 2018, there were no significant or new contractual obligations compared to those reported in our annual report on Form 10-K for the year ended April 30, 2017.~~

~~Inflation~~

Any significant increase in our raw material costs, utility/energy costs and general economic inflation could have a material adverse impact on the company, because competitive conditions have limited our ability to pass significant operating increases on to customers.

~~I - 49~~

Critical Accounting Policies and Recent Accounting Developments

As of August 2, 2020, there were no changes in our significant accounting policies or the application of those policies from those reported in our annual report on Form 10-K for the year ended May 3, 2020.

Refer to Note 2 of the consolidated financial statements for recently adopted and issued accounting pronouncements since the filing of our Form 10-K for the year ended May 3, 2020.

Contractual Obligations

Other than as disclosed in Note 17 of the consolidated financial statements, as of August 3, 2020, there were no significant or new contractual obligations from those reported in our annual report on Form 10-K for the year ended May 3, 2020.

Inflation

Any significant increase in our raw material costs, utility/energy costs, and general economic inflation could have a material adverse impact on the company, because competitive conditions have limited our ability to pass significant operating cost increases on to customers.

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risk from changes in interest rates onwith regards to our revolving credit ~~lines.~~

~~At January 28, 2018, our~~agreements.

Our U.S. revolving credit agreement requires interest to be charged at a rate (applicable interest rate of ~~3.02%~~1.75% at ~~January 28, 2018)~~August 2, 2020) as a variable spread over LIBOR based on ~~our~~the company’s ratio of debt to EBITDA as defined in the U.S. revolving credit agreement. As of August 2, 2020, there were no outstanding borrowings under our U.S. revolving credit agreement. Our revolving credit ~~line~~agreement associated with our operations located in China ~~subsidiaries~~ bears interest at a rate determined by the Chinese government. ~~At January 28, 2018,~~As of August 2, 2020, there were ~~no borrowings~~not any borrowing outstanding ~~under any of~~pursuant to our revolving credit ~~lines.~~

agreement associated with our operations located in China.

We are exposed to market risk from changes in the value of foreign currencies for our subsidiaries domiciled in Canada and China. We try to maintain a natural hedge by keeping a balance of our assets and liabilities denominated in the local currency of our subsidiaries domiciled in Canada and China, although there is no assurance that we will be able to continually maintain this natural hedge. Our foreign subsidiaries use the United States dollar as their functional currency. A substantial portion of the company’s imports purchased outside the United States are denominated in U.S. dollars. A 10% change in the above exchange rates ~~at January 28, 2018,~~as of August 2, 2020, would not have had a significant impact on our results of operations or financial position.

ITEM 4.CONTROLS AND PROCEDURES

~~We have~~

As of August 2, 2020, we conducted an evaluation of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of ~~January 28, 2018, the end of the period covered by this report.~~1934, as amended (the “Exchange Act”). This evaluation was conducted under the supervision and with the participation of our management, including our Executive Chairman, Chief Executive Officer, and Chief Financial Officer. Based upon that evaluation, ~~we have~~our Executive Chairman, Chief Executive Officer, and Chief Financial Officer concluded that these disclosure controls and procedures ~~are~~were effective as of such date, in all material respects, to ensure that information required to be disclosed in the reports filed by us and submitted under the ~~Securities~~ Exchange Act, ~~of 1934, as amended (the “Exchange Act”)~~ is recorded, processed, summarized, and reported as and when ~~required. Further, we concluded~~required, and that ~~our~~these disclosure controls and procedures ~~are~~were effective as of such date to ensure that information required to be disclosed in reports filed by us under the Exchange Act is accumulated and communicated to management, including our Executive Chairman, Chief Executive Officer, and Chief Financial Officer, in a manner to allow timely decisions regarding the required ~~disclosures.~~

~~There has been~~disclosure.

During the quarter ended August 2, 2020, there were no ~~change~~changes in our internal control over financial reporting that ~~occurred during the quarter ended January 28, 2018, that has~~have materially affected, or isare reasonably likely to materially affect, our internal control over financial reporting.

~~I - 50~~

Part II – Other Information

Item 1.Legal Proceedings

There have not been any material changes to our legal proceedings during the ~~nine~~three months ended ~~January 28, 2018.~~August 2, 2020. Our legal proceedings are disclosed in the company’s annual report on Form 10-K filed with the Securities and Exchange Commission on July ~~14, 2017~~17, 2020, for the fiscal year ended ~~April 30, 2017.~~

May 3, 2020.

Item 1A.Risk Factors

There have not been any material changes to our risk factors during the ~~nine~~three months ended January 28, 2018, with the exception of the financial risks associated with the Internal Revenue Service’s exam of our fiscal 2014 through 2016 U.S. Federal income tax returns. (Refer to Note 13 in the notes to the consolidated financial statements for further details)August 2, 2020. Our risk factors are disclosed in Item 1A “Risk Factors” of the company’s annual report on Form 10-K filed with the Securities and Exchange Commission on July ~~14, 2017~~17, 2020 for the fiscal year ended ~~April 30, 2017.~~

May 3, 2020.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

ISSUER PURCHASES OF EQUITY SECURITIES

					(c)		(d)
					Total Number of		Approximate
	(a)				Shares Purchased		Dollar Value of
	Total		(b)		as Part of		Shares that May
	Number		Average		Publicly		Yet Be Purchased
	of Shares		Price Paid		Announced Plans		Under the Plans or
Period	Purchased		per Share		or Programs		Programs (1)
May 4, 2020 to June 7, 2020		—		—		—	$	5,000,000
June 8, 2020 to July 5, 2020		—		—		—	$	5,000,000
July 6, 2020 to August 2, 2020		—		—		—	$	5,000,000
Total		—		—		—	$	5,000,000

Period
(a)
Total
Number
of Shares
Purchased

(b)
Average
Price Paid
per Share

(c)
Total Number of
Shares Purchased
as Part of
Publicly
Announced Plans
or Programs

(d)
Approximate
Dollar Value of
Shares that May
Yet Be Purchased
Under the Plans or
Programs (1)

October 30, 2017 to
December 3, 2017
- - - $ 5,000,000
December 4, 2017 to
December 31, 2017
- - - $ 5,000,000
January 1, 2018 to
January 28, 2018
- - - $ 5,000,000
Total - - - $ 5,000,000

(1)

~~On June 15, 2016, we announced that~~

In March 2020, our board of directors ~~increased the~~approved an authorization for us to acquire up to $5.0 million of our common stock. As part of our comprehensive response to the COVID-19 pandemic, we announced on April 3, 2020, that our board of directors temporarily suspended the share repurchase program given the ongoing economic disruption and uncertainty.

~~II - 1~~

II-1

Item 6.Exhibits

The following exhibits are submitted as part of this report.

31.1	~~The following exhibits are submitted as part of this report.~~

	~~31.1~~	Certification of ~~Chief~~Co-Principal Executive Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

31.2	~~31.2~~	Certification of Co-Principal Executive Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

31.3		Certification of Chief Financial Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

32.1	~~32.1~~	Certification of ~~Chief~~Co-Principal Executive Officer Pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

32.2	~~32.2~~	Certification of Co-Principal Executive Officer Pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

32.3		Certification of Chief Financial Officer Pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

101.INS	~~101.INS~~	Inline XBRL Instance Document

101.SCH	~~101.SCH~~	Inline XBRL Taxonomy Extension Schema Document

101.CAL	~~101.CAL~~	Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB	~~101.LAB~~	Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE	~~101.PRE~~	Inline XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF	~~101.DEF~~	Inline XBRL Taxonomy Extension Definition Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101).

~~II - 2~~

II-2

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~~	INC. (Registrant)
		~~(Registrant)~~
Date: September 11, 2020		By:

~~Date: March 9, 2018~~	~~By:~~	/s/ Kenneth R. Bowling
				Kenneth R. Bowling
		~~Senior~~		Executive Vice President and Chief Financial Officer
		~~(Authorized to sign on behalf of the registrant~~
		~~and also signing as principal financial officer)~~


	~~By:~~	~~/s/ Thomas B. Gallagher, Jr~~
		~~Thomas B. Gallagher, Jr.~~
		~~Corporate Controller~~
		(Authorized to sign on behalf of the registrant	and also signing as principal financial officer)


		By:		/s/ Thomas B. Gallagher, Jr.
				Thomas B. Gallagher, Jr.
				Corporate Controller
				(Authorized to sign on behalf of the registrant and also signing as principal accounting officer)

II-3

EXHIBIT INDEX

Exhibit Number		Exhibit

31.1

~~II - 3~~

~~EXHIBIT INDEX~~

~~Exhibit NumberExhibit~~

~~31.1~~

Certification of ~~Chief~~Co-Principal Executive Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

	~~31.2~~
31.2		Certification of Co-Principal Executive Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

31.3		Certification of Chief Financial Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

	~~32.1~~
32.1		Certification of ~~Chief~~Co-Principal Executive Officer Pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

	~~32.2~~
32.2		Certification of Co-Principal Executive Officer Pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

32.3		Certification of Chief Financial Officer Pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

	~~101.INS~~
101.INS		XBRL Instance Document

	~~101.SCH~~
101.SCH		XBRL Taxonomy Extension Schema Document

	~~101.CAL~~
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

	~~101.LAB~~
101.LAB		XBRL Taxonomy Extension Label Linkbase Document

	~~101.PRE~~
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

	~~101.DEF~~
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

II-4


	THREE MONTHS ENDED

	January 28,				January 29,
	2018				2017

Net sales		$	85,310			76,169
Cost of sales			67,707			59,410
Gross profit			17,603			16,759

Selling, general and
administrative expenses			9,959			9,824
Income from operations			7,644			6,935

Interest expense			31			-
Interest income			(132	)		(124	)
Other expense			229			69
Income before income taxes			7,516			6,990

Income taxes			8,208			643

Loss from investment in unconsolidated joint venture			56			-
Net (loss) income		$	(748	)		6,347

Net (loss) income per share, basic		$	(0.06	)		0.52
Net (loss) income per share, diluted		$	(0.06	)		0.51
Average shares outstanding, basic			12,436			12,313
Average shares outstanding, diluted			12,436			12,544


	NINE MONTHS ENDED

			January 28,			January 29,
			2018			2017

Net sales		$	245,541			232,194
Cost of sales			195,668			180,115
Gross profit			49,873			52,079

Selling, general and
administrative expenses			28,876			29,171
Income from operations			20,997			22,908

Interest expense			69			-
Interest income			(391	)		(164	)
Other expense			903			376
Income before income taxes			20,416			22,696

Income taxes			11,956			6,560

Loss from investment in unconsolidated joint venture			249			-
Net income		$	8,211			16,136

Net income per share, basic		$	0.66			1.31
Net income per share, diluted		$	0.65			1.29
Average shares outstanding, basic			12,425			12,302
Average shares outstanding, diluted			12,626			12,517

See accompanying notes to consolidated financial statements.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller Reporting Company

Emerging Growth Company