Culp (NASDAQ: CULP) cuts year-to-date loss with asset sale gains
Culp, Inc. reported continued losses for the period ended February 1, 2026, but results improved compared with the prior year. Net sales for the three months were $47,965,000 versus $52,253,000, with a net loss of $3,432,000 versus $4,126,000. For the nine months, net sales were $151,859,000 versus $164,464,000, and the net loss narrowed to $7,969,000 from $17,031,000, helped by a $4,000,000 gain on the sale of a Quebec facility and other restructuring credits.
Gross profit improved year to date despite lower sales, and restructuring moved from a $6,317,000 expense to a $2,425,000 credit. Cash and cash equivalents rose to $9,687,000, while borrowings on lines of credit increased to $18,533,000. The company is consolidating bedding and upholstery operations into a single Culp-branded platform and recorded impairments on certain Read-related intangibles, reflecting pressure in that business.
Positive
- None.
Negative
- None.
Insights
Losses narrowed on restructuring gains, but leverage and demand remain key issues.
Culp reduced its nine‑month net loss to
Operating performance remains challenged: bedding and upholstery sales both declined, and the company still posted a loss from operations of
Liquidity shows mixed signals. Cash increased to
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
Commission File No.
CULP, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or other organization) |
(I.R.S. Employer Identification No.) |
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(Address of principal executive offices) |
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(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Name of Each Exchange |
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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 such filing requirements for the past 90 days. ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Emerging Growth Company |
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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. ☐
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 as of March 11, 2026:
Par Value: $0.05 per share
INDEX TO FORM 10-Q
For the period ended February 1, 2026
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Part I - Financial Statements |
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Item 1. |
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Financial Statements: (Unaudited) |
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Consolidated Statements of Net Loss — Three Months Ended February 1, 2026, and January 26, 2025 |
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Consolidated Statements of Net Loss — Nine Months Ended February 1, 2026, and January 26, 2025 |
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Consolidated Statements of Comprehensive Loss – Three Months and Nine Months Ended February 1, 2026, and January 26, 2025 |
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Consolidated Balance Sheets — February 1, 2026, January 26, 2025, and April 27, 2025 |
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Consolidated Statements of Cash Flows — Nine Months Ended February 1, 2026, and January 26, 2025 |
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Consolidated Statements of Shareholders’ Equity – Nine Months Ended February 1, 2026 |
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Consolidated Statements of Shareholders’ Equity – Nine Months Ended January 26, 2025 |
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Notes to Consolidated Financial Statements |
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I-8 |
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Cautionary Statement Concerning Forward-Looking Information |
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I-35 |
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Management's Discussion and Analysis of Financial Condition and Results of Operations |
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Quantitative and Qualitative Disclosures About Market Risk |
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Controls and Procedures |
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Part II - Other Information |
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Item 1. |
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Legal Proceedings |
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Item 1A. |
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Risk Factors |
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Item 2. |
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Unregistered Sales of Equity Securities and Use of Proceeds |
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Item 5. |
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Other Information |
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Item 6. |
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Exhibits |
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II-3 |
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Signatures |
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Item 1: Financial Statements
CULP, INC.
CONSOLIDATED STATEMENTS OF NET LOSS
FOR THE THREE MONTHS ENDED FEBRUARY 1, 2026, AND JANUARY 26, 2025
UNAUDITED
(Amounts in Thousands, Except for Per Share Data)
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THREE MONTHS ENDED |
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February 1, |
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January 26, |
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2026 |
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2025 |
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Net sales |
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$ |
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$ |
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Cost of sales |
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Gross profit |
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Selling, general and administrative expenses |
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Restructuring expense |
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(584 |
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(1,655 |
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Loss from operations |
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( |
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( |
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Interest expense |
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( |
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Interest income |
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Other income |
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Loss before income taxes |
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Income tax expense |
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( |
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Net loss |
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$ |
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$ |
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Net loss per share - basic |
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$ |
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Net loss per share - diluted |
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$ |
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Average shares outstanding, basic |
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Average shares outstanding, diluted |
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See accompanying notes to consolidated financial statements.
I-1
CULP, INC.
CONSOLIDATED STATEMENTS OF NET LOSS
FOR THE NINE MONTHS ENDED FEBRUARY 1, 2026, AND JANUARY 26, 2025
UNAUDITED
(Amounts in Thousands, Except for Per Share Data)
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NINE MONTHS ENDED |
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February 1, |
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January 26, |
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2026 |
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2025 |
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Net sales |
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$ |
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$ |
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Cost of sales |
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( |
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( |
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Gross profit |
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Selling, general and administrative expenses |
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( |
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( |
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Restructuring credit (expense) |
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( |
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Loss from operations |
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( |
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( |
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Interest expense |
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Interest income |
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Other expense |
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Loss before income taxes |
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( |
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Income tax expense |
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( |
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Net loss |
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$ |
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$ |
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Net loss per share - basic |
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Net loss per share - diluted |
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$ |
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Average shares outstanding, basic |
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Average shares outstanding, diluted |
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See accompanying notes to consolidated financial statements.
I-2
CULP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
FOR THE THREE AND NINE MONTHS ENDED FEBRUARY 1, 2026, AND JANUARY 26, 2025
UNAUDITED
(Amounts in Thousands)
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THREE MONTHS ENDED |
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February 1, |
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January 26, |
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2026 |
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2025 |
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Net loss |
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$ |
( |
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$ |
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Unrealized holding loss on investments, net of tax |
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( |
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Comprehensive loss |
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$ |
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$ |
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NINE MONTHS ENDED |
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February 1, |
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January 26, |
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2026 |
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2025 |
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Net loss |
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$ |
( |
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$ |
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Unrealized holding gain on investments, net of tax |
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Unrealized holding gain on investments |
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Reclassification adjustment for realized gain |
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( |
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— |
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Total unrealized gain on investments |
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Comprehensive loss |
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$ |
( |
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$ |
( |
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See accompanying notes to consolidated financial statements.
I-3
CULP, INC.
CONSOLIDATED BALANCE SHEETS
FEBRUARY 1, 2026, JANUARY 26, 2025, AND APRIL 27, 2025
UNAUDITED
(Amounts in Thousands)
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February 1, |
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January 26, |
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April 27, |
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2026 |
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2025 |
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2025* |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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$ |
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Short-term investments - rabbi trust |
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Accounts receivable, net |
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Inventories |
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Short-term notes receivable |
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Current income taxes receivable |
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— |
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— |
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Assets held for sale |
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— |
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Other current assets |
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Total current assets |
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Property, plant and equipment, net |
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Right of use assets |
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Intangible assets |
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Long-term investments - rabbi trust |
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Long-term notes receivable |
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Deferred income taxes |
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Other assets |
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Total assets |
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$ |
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$ |
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$ |
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Current liabilities: |
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Lines of credit - current |
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$ |
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$ |
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$ |
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Accounts payable - trade |
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Accounts payable - capital expenditures |
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Operating lease liability - current |
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Deferred compensation - current |
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Deferred revenue |
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Accrued expenses |
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Accrued restructuring |
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Income taxes payable - current |
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Total current liabilities |
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Line of credit - long-term |
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— |
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Operating lease liability - long-term |
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Income taxes payable - long-term |
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Deferred income taxes |
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Deferred compensation - long-term |
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Total liabilities |
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Commitments and Contingencies (Notes 11, 17, and 18) |
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Shareholders' equity |
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Preferred stock, $ |
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— |
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— |
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— |
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Common stock, $ |
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Capital contributed in excess of par value |
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Accumulated earnings |
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Accumulated other comprehensive income |
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Total shareholders' equity |
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Total liabilities and shareholders' equity |
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$ |
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$ |
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$ |
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*
See accompanying notes to consolidated financial statements.
I-4
CULP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED FEBRUARY 1, 2026, AND JANUARY 26, 2025
UNAUDITED
(Amounts in Thousands)
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NINE MONTHS ENDED |
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February 1, |
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January 26, |
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2026 |
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2025 |
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Cash flows from operating activities: |
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Net loss |
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$ |
( |
) |
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$ |
( |
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Adjustments to reconcile net loss to net cash used in |
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Depreciation |
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Non-cash inventory charge (credit) |
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( |
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Amortization |
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Stock-based compensation |
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Deferred income taxes |
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( |
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Gain on sale of equipment |
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( |
) |
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( |
) |
Realized gain on sale of investments (rabbi trust) |
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( |
) |
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— |
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Non-cash restructuring (credit) expense |
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( |
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Foreign currency exchange loss (gain) |
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( |
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Changes in assets and liabilities: |
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Accounts receivable |
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( |
) |
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Inventories |
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( |
) |
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( |
) |
Other current assets |
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Other assets |
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Accounts payable – trade |
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Deferred revenue |
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( |
) |
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Accrued restructuring |
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( |
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Accrued expenses and deferred compensation |
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( |
) |
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Income taxes |
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( |
) |
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( |
) |
Net cash used in operating activities |
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( |
) |
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( |
) |
Cash flows from investing activities: |
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Capital expenditures |
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( |
) |
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( |
) |
Proceeds from the sale of property, plant, and equipment |
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Proceeds from notes receivable |
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Proceeds from the sale of investments (rabbi trust) |
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Purchase of investments (rabbi trust) |
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( |
) |
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( |
) |
Net cash provided by (used in) investing activities |
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( |
) |
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Cash flows from financing activities: |
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Proceeds from lines credit |
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Payments on lines of credit |
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( |
) |
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( |
) |
Payment of debt issuance costs |
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( |
) |
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— |
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Common stock surrendered for withholding taxes payable |
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( |
) |
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( |
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Net cash provided by financing activities |
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Effect of foreign currency exchange rate changes on cash and cash equivalents |
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( |
) |
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Increase (decrease) in cash and cash equivalents |
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( |
) |
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Cash and cash equivalents at beginning of year |
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Cash and cash equivalents at end of period |
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$ |
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$ |
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See accompanying notes to consolidated financial statements.
I-5
CULP, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
FOR THE NINE MONTHS ENDED FEBRUARY 1, 2026
UNAUDITED
(Dollars in thousands, except share data)
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Capital |
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Accumulated |
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||||||
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Contributed |
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Other |
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Total |
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||||||
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Common Stock |
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in Excess |
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Accumulated |
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Comprehensive |
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Shareholders' |
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Shares |
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Amount |
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of Par Value |
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Earnings |
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Income |
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Equity |
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||||||
Balance, April 27, 2025 * |
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|
|
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$ |
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|
$ |
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$ |
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$ |
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$ |
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||||||
Net loss |
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— |
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— |
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— |
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( |
) |
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— |
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( |
) |
Stock-based compensation |
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— |
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— |
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|
|
— |
|
|
|
— |
|
|
|
|
||
Unrealized gain on investments |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Common stock issued in connection with the |
|
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
||
Common stock surrendered in connection with |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Balance, August 3, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Unrealized gain on investments |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Common stock issued in connection with the |
|
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
||
Common stock surrendered in connection with |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Balance, November 2, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Unrealized loss on investments |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Balance, February 1, 2026 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
*
See accompanying notes to consolidated financial statements.
I-6
CULP, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
FOR THE NINE MONTHS ENDED JANUARY 26, 2025
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 |
|
|
Income |
|
|
Equity |
|
||||||
Balance, April 28, 2024 * |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Unrealized gain on investments |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Balance, July 28, 2024 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Unrealized gain on investments |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Common stock issued in connection with the |
|
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
||
Common stock surrendered in connection with |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Balance, October 27, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Unrealized gain on investments |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Balance, January 26, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
*
See accompanying notes to consolidated financial statements.
I-7
CULP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of Culp, Inc. and its majority-owned subsidiaries (the “company”) include all adjustments that are, in the opinion of management, necessary for fair presentation of the results of operations and financial position. All these adjustments are of a normal recurring nature. Results of operations for interim periods may not be indicative of future results. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements that are included in the company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on July 11, 2025, for the fiscal year ended April 27, 2025.
The company's nine months ended February 1, 2026, and January 26, 2025, represent 40-week and 39-week periods, respectively.
2. Significant Accounting Policies
As of February 1, 2026, 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 27, 2025. However, during the first quarter of fiscal 2026, we renamed our business segments to better reflect our product offerings: the mattress fabrics segment is now referred to as the bedding segment and the upholstery fabrics segment is now referred to as the upholstery segment. See Note 14 of the consolidated financial statements for further details regarding our business segments.
Recently Adopted Accounting Pronouncements
There were no recently adopted accounting pronouncements during the first nine months of fiscal 2026.
Recently Issued Accounting Pronouncements
Effective December 14, 2023, the FASB issued ASU 2023-09 Improvements to Income Tax Disclosures ("ASU 2023-09"), which is an update to Topic 740, Income Taxes. The amendments in this update relate to improvements regarding the transparency of income tax disclosures by requiring consistent categories and greater disaggregation by jurisdiction of information included in the effective income tax rate reconciliation and for income taxes paid. Also, the amendments allow investors to better assess an entity's: (i) capital allocation decisions, (ii) worldwide operations, and (iii) related tax risks, tax planning, and operational opportunities that affect the effective income tax rate and prospects for future cash flows. The other amendments in this update improve the effectiveness and comparability of disclosures relating to pretax income (or loss) and income tax expense (or benefit) and remove disclosures that are no longer considered cost beneficial or relevant. ASU 2023-09 is effective for public entities starting in annual periods beginning after December 15, 2024 (i.e., our fiscal 2026 annual report). Early adoption is permitted. The company expects that the adoption of ASU 2023-09 will not have an impact on our results of operations and financial condition, but will have a material impact on the disclosures required in the notes to the consolidated financial statements, which are disclosed in Note 15.
In November 2024, the FASB issued ASU 2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (“ASU 2024-03”), which is an update to Topic 220, Income Statement - Reporting Comprehensive Income. ASU 2024-03 enhances transparency and decision-usefulness of expense disclosures in response to investors' requests for more detailed, disaggregated expense information, enabling a clearer understanding of a public business entity's performance and cost structure. The amendments improve disclosure requirements in the notes to the financial statements for specific expense categories including: (i) purchases of inventory, (ii) employee compensation, (iii) depreciation, (iv) intangible asset amortization, (v) certain amounts that are already required to be disclosed under current generally accepted accounting principles in the same disclosure as other disaggregation requirements, (vi) qualitative description of amounts remaining in relevant expense captions that are not necessarily disaggregated quantitatively, as well as (vii) the total amount of selling expenses, and in annual reporting periods, the entity's definition of selling expense. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, (i.e., our fiscal 2028 annual report) and interim reporting periods beginning after December 15, 2027 (i.e., first quarter of our fiscal 2029 interim report). Early adoption is permitted. The company is currently evaluating ASU 2024-03 to determine the impact it will have on its consolidated financial statements and related disclosures.
In December 2025, the FASB issued ASU No. 2025-11 Interim Reporting (Topic 270) ("ASU 2025-11"). ASU 2025-11 clarifies interim disclosure requirements and the applicability of Topic 270. ASU 2025-11 adds a comprehensive list of required interim
I-8
disclosures, clarifies the form and content of interim financial statements, and requires disclosure of events since the end of the previous annual reporting period that materially affect the entity. The guidance in ASU 2025-11 is effective for interim periods within fiscal years beginning after December 15, 2027 (i.e., first quarter of our fiscal 2029 annual report) and can be applied either prospectively or retrospectively. Early adoption is permitted. The company is currently evaluating ASU 2025-11 to determine the impact it will have on its consolidated financial statements and related disclosures.
Except as disclosed above, there are currently no new accounting pronouncements that are expected to have a material effect on our consolidated financial statements.
3. Allowance for Doubtful Accounts
A summary of the activity in the allowance for doubtful accounts follows:
|
|
Nine months ended |
|
|||||
(dollars in thousands) |
|
February 1, 2026 |
|
|
January 26, 2025 |
|
||
Beginning balance |
|
$ |
|
|
$ |
|
||
Provision for bad debts |
|
|
|
|
|
|
||
Write-offs, net of recoveries |
|
|
( |
) |
|
|
|
|
Ending balance |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
As of February 1, 2026, and January 26, 2025, we assessed the credit risk of our customers within our accounts receivable portfolio. Our risk assessment includes the respective customers’: (i) financial position; (ii) past payment history; (iii) management’s general ability; and (iv) historical loss experience; as well as (v) any other ongoing economic conditions. 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 $
4. Revenue from Contracts with Customers
Nature of Performance Obligations
Our operations are classified into
In addition, the upholstery segment includes Read Window Products LLC (“Read”), a wholly owned subsidiary that provides window treatments and sourcing of upholstery fabrics and other products, as well as related measuring and installation services to customers in the hospitality and commercial markets. Read also supplies soft goods such as decorative top sheets, coverlets, duvet covers, bed skirts, bolsters, and pillows. On April 24, 2025 (fourth quarter of fiscal 2025), the company announced a strategic transformation of its operating model that combined certain activities within the bedding and upholstery business segments and created one integrated Culp-branded business. As part of this strategic transformation, we closed our leased facilities operated by our upholstery segment located in Burlington, North Carolina, and Knoxville, Tennessee, and transitioned their production and distribution activities utilizing a shared management model within our owned facility located in Stokesdale, North Carolina. See note 10 of the consolidated financial statements for further details regarding this strategic transformation initiative.
Our primary performance obligations include the sale of bedding and upholstery products, as well as the performance of customized fabrication and installation services associated with window treatments.
Contract Assets & Liabilities
Certain contracts relating to customized fabrication and installation services associated with Read require upfront customer deposits that result in a contract liability that is recorded in the Consolidated Balance Sheets as deferred revenue. Revenue on contract liabilities associated with customized fabrication and installation services is generally recognized within one year, as the satisfaction of performance obligations is generally one year or less. If upfront deposits or prepayments are not required, customers may be granted terms that generally range from
I-9
There were
A summary of the activity associated with deferred revenue follows:
|
|
Nine months ended |
|
|||||
(dollars in thousands) |
|
February 1, 2026 |
|
|
January 26, 2025 |
|
||
Beginning balance |
|
$ |
|
|
$ |
|
||
Revenue recognized on contract liabilities |
|
|
( |
) |
|
|
( |
) |
Payments received for services not yet rendered |
|
|
|
|
|
|
||
Ending balance |
|
$ |
|
|
$ |
|
||
As of February 1, 2026, deferred revenue of $
Revenue recognized during the nine-month periods ended February 1, 2026 and January 26, 2025, that was included in the deferred revenue balance at the beginning of each period was $
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 ended February 1, 2026:
|
|
|
|
|
|
|
|
|
|
|||
(dollars in thousands) |
|
Bedding |
|
|
Upholstery |
|
|
Total |
|
|||
Products transferred at a point in time |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Services transferred over time |
|
|
— |
|
|
|
|
|
|
|
||
Total net sales |
|
$ |
|
|
$ |
|
|
$ |
|
|||
The following table presents our disaggregated revenue by segment, timing of revenue recognition, and product sales versus services rendered for the nine-month period ended February 1, 2026:
|
|
|
|
|
|
|
|
|
|
|||
(dollars in thousands) |
|
Bedding |
|
|
Upholstery |
|
|
Total |
|
|||
Products transferred at a point in time |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Services transferred over time |
|
|
— |
|
|
|
|
|
|
|
||
Total net sales |
|
$ |
|
|
$ |
|
|
$ |
|
|||
The following table presents our disaggregated revenue by segment, timing of revenue recognition, and product sales versus services rendered for the three-month period ended January 26, 2025:
|
|
|
|
|
|
|
|
|
|
|||
(dollars in thousands) |
|
Bedding |
|
|
Upholstery |
|
|
Total |
|
|||
Products transferred at a point in time |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Services transferred over time |
|
|
— |
|
|
|
|
|
|
|
||
Total net sales |
|
$ |
|
|
$ |
|
|
$ |
|
|||
The following table presents our disaggregated revenue by segment, timing of revenue recognition, and product sales versus services rendered for the nine-month period ended January 26, 2025:
I-10
|
|
|
|
|
|
|
|
|
|
|||
(dollars in thousands) |
|
Bedding |
|
|
Upholstery |
|
|
Total |
|
|||
Products transferred at a point in time |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Services transferred over time |
|
|
— |
|
|
|
|
|
|
|
||
Total net sales |
|
$ |
|
|
$ |
|
|
$ |
|
|||
5. 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) |
|
February 1, |
|
|
January 26, |
|
|
April 27, |
|
|||
Raw materials |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Work-in-process |
|
|
|
|
|
|
|
|
|
|||
Finished goods |
|
|
|
|
|
|
|
|
|
|||
Total inventories |
|
$ |
|
|
$ |
|
|
$ |
|
|||
6. Intangible Assets
A summary of intangible assets follows:
(dollars in thousands) |
|
February 1, |
|
|
January 26, |
|
|
April 27, |
|
|||
Tradename |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Customer relationships, net |
|
|
|
|
|
|
|
|
|
|||
Non-compete agreement, net |
|
|
|
|
|
|
|
|
|
|||
Total intangible assets |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Tradename
Our tradename pertains to Read, a separate reporting unit within the upholstery segment. This tradename was determined to have an indefinite useful life at the time of its acquisition, and therefore was not amortized.
We were required to assess our tradename for impairment annually or between annual tests if we believed indicators of impairment existed. Accordingly, we performed our annual impairment assessment of Read's tradename as of April 27, 2025. Initially, we performed a qualitative assessment in which we concluded it was more-likely-than-not the fair value of Read's tradename was less than its carrying amount. This conclusion was based on management's decision, announced on April 24, 2025, to strategically transform the company's operating model by combining certain activities within the bedding and upholstery business segments and creating one integrated and Culp-branded business. Since the company is transforming to a single Culp-branded business, Read's tradename will be phased out during fiscal 2026, and will no longer be used to market upholstery fabric products to customers associated with the hospitality industry. Consequently, we recorded an asset impairment charge totaling $
Customer Relationships
A summary of the change in the carrying amount of our customer relationships follows:
|
|
Nine months ended |
|
|||||
(dollars in thousands) |
|
February 1, 2026 |
|
|
January 26, 2025 |
|
||
Beginning balance |
|
$ |
|
|
$ |
|
||
Loss on impairment |
|
$ |
( |
) |
|
$ |
|
|
Amortization expense |
|
|
( |
) |
|
|
( |
) |
Ending balance |
|
$ |
|
|
$ |
|
||
I-11
Our customer relationships related to our bedding segment and Read were amortized on a straight-line basis over useful lives of seventeen and
As of February 1, 2026, management performed a qualitative assessment of Read's customer relationships, as certain indicators of impairment existed, and accordingly, we believed it was more-likely-than-not the fair value of Read's customer relationships was less than its carrying amount. Management's conclusion was based on a significant decline in net sales during fiscal 2026 that was more than anticipated. Read's net sales during the first nine months of fiscal 2026 totaled $
The gross carrying amount of our customer relationships was $
The remaining amortization expense for each of the next five fiscal years is as follows: FY 2026 - $
The weighted average amortization period for our customer relationships was
Non-Compete Agreement
A summary of the change in the carrying amount of our non-compete agreement follows:
|
|
Nine months ended |
|
|||||
(dollars in thousands) |
|
February 1, 2026 |
|
|
January 26, 2025 |
|
||
Beginning balance |
|
$ |
|
|
$ |
|
||
Amortization expense |
|
|
( |
) |
|
|
( |
) |
Ending balance |
|
$ |
|
|
$ |
|
||
Our non-compete agreement is associated with a prior acquisition by our bedding segment and is amortized on a straight-line basis over the
The gross carrying amount of our non-compete agreement was $
The remaining amortization expense for each of the next three fiscal years is as follows: FY 2026 - $
The weighted average amortization period for the non-compete agreement was
Impairment of Definite Lived-Assets - Bedding Segment
As of February 1, 2026, management reviewed the long-lived assets associated with our bedding segment, which consisted of property, plant, and equipment and definite-lived intangible assets (collectively known as the "Bedding Asset Group"), for impairment, as events and changes in circumstances occurred that indicated the carrying amount of the Bedding Asset Group may not be recoverable. The bedding segment has experienced significant cumulative operating losses commencing in the second quarter of fiscal 2023, and continuing through the third quarter of fiscal 2026. We believe the significant cumulative operating losses started from a decline in consumer discretionary spending on bedding products, which we believed stemmed from the following factors: (i) inflationary effects of commodities such as gas, food, and other necessities; (ii) a significant increase in interest rates; (iii) the pulling forward of demand for home goods products during the early years of the COVID-19 pandemic, with
I-12
such demand subsequently shifting to travel, leisure, and other services; and (iv) excess inventory held by customers due to the decline in consumer demand.
Based on the above evidence, we were required to determine the recoverability of the Bedding Asset Group, which is classified as held and used, by comparing the carrying amount of the Bedding Asset Group to the sum of the future undiscounted cash flows expected to result from its use and eventual disposition. If the carrying amount of an asset group exceeds its estimated future cash flows, an impairment charge is recognized for the excess of the carrying amount over the fair value of the asset group. The carrying amount of the Bedding Asset Group totaled $
7. Notes Receivable
Rayonese Textile, Inc.
In connection with the sale of the company's manufacturing facility and related land (collectively referred to as the "Property") located in Quebec, Canada, we entered into an amended agreement, effective April 2, 2025, which incorporated an original agreement and prior amendment (collectively referred to as the "Sales Agreement"), to sell our Property to a third party (the "Buyer") with a closing date of April 30, 2025. Pursuant to the Sales Agreement, the total sales price for the Property was $
As of February 1, 2026, the outstanding balance of this note receivable was $
Culp Upholstery Fabrics - Haiti, Ltd. ("CUF Haiti")
Effective January 24, 2023, CUF Haiti entered into an agreement to terminate a lease ("CUF Termination Agreement") of a facility located in Ouanaminthe, Haiti. Pursuant to the terms of the CUF Termination Agreement, the original lease agreement (the "Original Lease") was formally terminated when CUF Haiti vacated and returned possession of the leased facility to the lessor. Subsequently, a third party (the "Lessee") took possession of this facility and agreed to pay CUF Haiti $
The initial gross carrying amount of this note receivable was $
I-13
receivable, this note receivable was classified as Level 3 within the fair value hierarchy (see Note 12 of the consolidated financial statements for further explanation of the fair value hierarchy).
Effective May 1, 2023, CUF Haiti formally assigned this note receivable to Culp, Inc. (its U.S. parent).
As of February 1, 2026, January 26, 2025 and April 27, 2025, the outstanding balance under this agreement was $
Culp Home Fashions - Haiti, Ltd. ("CHF Haiti")
Effective August 2, 2024, CHF Haiti entered into an agreement to terminate a lease of a facility ("CHF Termination Agreement"). Pursuant to the terms of the CHF Termination Agreement, CHF Haiti was entitled to a payment of $
During the fourth quarter of fiscal 2025, CHF Haiti received the full payment of $
Other
The following table represents the remaining future principal payments for the notes receivable referenced above as of February 1, 2026:
(dollars in thousands) |
|
|
|
|
2026 |
|
$ |
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
2030 |
|
|
|
|
Undiscounted value of note receivable |
|
$ |
|
|
Less: unearned interest income |
|
|
( |
) |
Present value of note receivable |
|
$ |
|
|
As of February 1, 2026, notes receivable totaled $
We classified amortization of unearned interest income totaling $
8. Assets Held for Sale
As of April 27, 2025, and January 26, 2025, we classified certain assets as held for sale totaling $
During the first quarter of fiscal 2026, we sold the Property and recognized a gain from this sale totaling $
I-14
See notes 7 and 10 of the consolidated financial statements for further details regarding the Sales Agreement associated with the sale of the Property and description of the restructuring activity announced on May 1, 2024.
See note 12 of the consolidated financial statements for further explanation of the fair value hierarchy.
9. Accrued Expenses
A summary of accrued expenses follows:
(dollars in thousands) |
|
February 1, |
|
|
January 26, |
|
|
April 27, |
|
|||
Compensation, commissions and related benefits |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Other accrued expenses |
|
|
|
|
|
|
|
|
|
|||
|
|
$ |
|
|
$ |
|
|
$ |
|
|||
10. Restructuring Activities
Restructuring Activities Announced May 1, 2024
On April 29, 2024 (first quarter of fiscal 2025), our board of directors made a decision to: (i) consolidate the company's North American bedding operations, including the closure and sale of the Property located in Quebec, Canada; (ii) move a portion of the knitting and finishing capacity from the company's manufacturing facility located in Quebec, Canada, to the company's manufacturing facility located in Stokesdale, North Carolina; (iii) transition the bedding segment's weaving operation to a strategic sourcing model through the company's long-standing supply partners; (iv) consolidate the company's sewn mattress cover operation located in Ouanaminthe, Haiti, from two leased facilities into one building and reduce other operating expenses at this location; as well as (v) reduce unallocated corporate and shared service expenses.
These restructuring activities were completed by the end of the second quarter of fiscal 2026, including the sale of the Property located in Quebec, Canada. Accordingly, we recorded a gain from the sale of this Property totaling $
Since inception of this restructuring initiative, we incurred cumulative restructuring and restructuring related charges totaling $
Restructuring Activities Announced April 24, 2025
On April 24, 2025 (fourth quarter of fiscal 2025), the company announced a strategic transformation of its operating model that combined certain activities within the bedding and upholstery segments and created one integrated Culp-branded business. As part of this strategic transformation, we closed our leased facilities operated by our upholstery segment located in Burlington, North Carolina, and Knoxville, Tennessee, and transitioned their production and distribution activities to a shared management model within our owned facility located in Stokesdale, North Carolina, which has historically been solely operated by our bedding segment.
These restructuring activities were mostly completed by the end of the third quarter of fiscal 2026. Since inception of this restructuring initiative, we incurred cumulative restructuring and restructuring related charges totaling $
I-15
The following summarizes restructuring expense (credit) and restructuring related charges associated with the above announcements for the three-month and nine-month periods ended February 1, 2026:
|
|
Three months ended |
|
|
Nine months ended |
|
||
(dollars in thousands) |
|
February 1, 2026 |
|
|
February 1, 2026 |
|
||
Additional depreciation expense for shortened useful lives |
|
$ |
|
|
$ |
|
||
Employee termination benefits |
|
|
( |
) |
|
|
|
|
Lease termination (credit) expense |
|
|
( |
) |
|
|
|
|
Facility consolidation and relocation expenses |
|
|
|
|
|
|
||
Net gain from the sale and impairment of property, plant, and equipment |
|
|
( |
) |
|
|
( |
) |
Impairment of intangible asset |
|
|
|
|
|
|
||
Other associated costs |
|
|
|
|
|
|
||
Loss on disposal and markdowns of inventory |
|
|
|
|
|
|
||
Restructuring expense (credit) and restructuring related charges (1) (2) (3) |
|
$ |
|
|
$ |
( |
) |
|
(1)
(2)
(3)
The following summarizes restructuring expense and restructuring related charges associated with the May 1, 2024 announcement described above for the three-month and nine-month periods ended January 26, 2025:
|
|
Three months ended |
|
|
Nine months ended |
|
||
(dollars in thousands) |
|
January 26, 2025 |
|
|
January 26, 2025 |
|
||
Additional depreciation expense for shortened useful lives |
|
$ |
|
|
$ |
|
||
Employee termination benefits |
|
|
|
|
|
|
||
Lease Termination Costs |
|
|
|
|
|
|
||
Facility consolidation and relocation expenses |
|
|
|
|
|
|
||
Net gain from the sale and impairment of property, plant, and equipment |
|
|
( |
) |
|
|
( |
) |
Other associated costs |
|
|
|
|
|
|
||
Loss on disposal and markdowns of inventory |
|
|
|
|
|
|
||
Restructuring expense and restructuring related charges (1) (2) |
|
$ |
|
|
$ |
|
||
(1)
(2)
I-16
The following summarizes accrued restructuring costs for the nine-month period ended February 1, 2026:
|
|
Employee |
|
|
Other |
|
|
Facility Consolidation |
|
|
|
|
||||
|
|
Termination |
|
|
Associated |
|
|
and Relocation |
|
|
|
|
||||
(dollars in thousands) |
|
Benefits |
|
|
Costs |
|
|
Costs |
|
|
Total |
|
||||
Beginning balance |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|||
Expenses incurred |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Change in estimate adjustments |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Payments |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Foreign currency exchange remeasurement |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Ending Balance |
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|||
The following summarizes accrued restructuring costs for the nine-month period ended January 26, 2025:
|
|
Employee |
|
|
Other |
|
|
Facility Consolidation |
|
|
|
|
||||
|
|
Termination |
|
|
Associated |
|
|
and Relocation |
|
|
|
|
||||
(dollars in thousands) |
|
Benefits |
|
|
Costs |
|
|
Costs |
|
|
Total |
|
||||
Beginning balance (1) |
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
||
Expenses incurred |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Change in estimate adjustments |
|
|
( |
) |
|
|
— |
|
|
|
|
|
|
( |
) |
|
Payments |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Foreign currency exchange remeasurement |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Ending Balance |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
(1)
11. Lines of Credit
The summary of outstanding borrowings under our lines of credit follows:
(dollars in thousands) |
February 1, |
|
January 26, |
|
April 27, |
|
|||
Wells Fargo - U.S. revolving line of credit |
$ |
|
$ |
|
$ |
|
|||
Agricultural Bank of China - revolving line of credit |
|
|
|
|
|
|
|||
Agricultural Bank of China - supplier financing arrangements |
|
|
|
|
|
|
|||
Agricultural Bank of China - working capital loan |
|
|
|
|
|
|
|||
Bank of China - working capital loan |
|
|
|
|
|
|
|||
Lines of credit (1) |
$ |
|
$ |
|
$ |
|
|||
(1)
Revolving Credit Agreement – United States
On June 12, 2025, Culp, Inc., as borrower (the “Company”), and Read and Culp Fabrics Global, LLC, each a wholly owned domestic subsidiary of the Company, as guarantors (collectively, the “Guarantors”), entered into a Third Amendment to the Second Amended and Restated Credit Agreement (the “Third Amendment”), by and among the Company, the Guarantors and Wells Fargo Bank, National Association, as lender (the “Lender”). The Third Amendment amends the Second Amended and Restated Credit Agreement dated as of January 19, 2023, (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit
I-17
Agreement”), an asset-based revolving credit facility (the “ABL Facility”). Proceeds from the ABL Facility may be used to pay fees and expenses related to the ABL Facility and to provide funding for ongoing working capital and general corporate purposes. The Credit Agreement amended, restated, superseded, and served as a replacement for, the Amended and Restated Credit Agreement dated as of June 24, 2022, as amended, by and between the Company and the Lender.
Pursuant to the Third Amendment, the term of the ABL Facility was extended for
Pursuant to the Credit Agreement, the ABL Facility contains the following terms:
The ABL Facility may be used for revolving credit loans and letters of credit from time to time up to a maximum principal amount of $
On November 4, 2025 (third quarter of fiscal 2026), the Company entered into a Fourth Amendment to the Second Amended and Restated Credit Agreement which increased the aggregate amount of letters of credit that could be issued by the Company from $
The amount available under the ABL Facility is limited by a borrowing base consisting of certain eligible accounts receivable and inventory, reduced by specified reserves, as follows:
i) the sum of:
In each case, the net-orderly-liquidation value is calculated based on the lower of (i) a first-in first-out basis and (ii) market value, and is (A) net of intercompany profits, (B) net of write-ups and write-downs in value with respect to foreign currency exchange rates and (C) consistent with most recent appraisals received and acceptable to Lender.
ii) $
iii) An amount equal to
I-18
Outstanding balances associated with the ABL Facility may be prepaid from time to time, in whole or in part, without a prepayment penalty or premium. In addition, customary mandatory prepayments of the loans under the ABL Facility are required upon the occurrence of certain events including, without limitation, outstanding borrowing exposures exceeding the borrowing base and certain dispositions of assets outside of the ordinary course of business. Accrued interest is payable monthly in arrears.
The Company’s obligations under the ABL Facility (and certain related obligations) are: (i) guaranteed by the Guarantors and each of the company’s future domestic subsidiaries is required to guarantee the ABL Facility on a senior secured basis (such guarantors and the company, the “Loan Parties”) and (ii) secured by all assets of the Loan Parties on a first priority basis, subject to certain exceptions.
Cash Dominion. Under the terms of the ABL Facility, if: (i) an event of default has occurred or (ii) excess borrowing availability under the ABL Facility (based on the lesser of $
Financial Covenants. The ABL Facility contains a springing covenant requiring that the Company's fixed charge coverage ratio be no less than
Affirmative and Restrictive Covenants. The Credit Agreement governing the ABL Facility contains customary representations and warranties, affirmative and negative covenants (subject, in each case, to exceptions and qualifications) and events of default, including covenants that limit the Company's ability to, among other things:
The applicable interest rate under the ABL Facility was
There were $
As of February 1, 2026, our available borrowings calculated under the provisions of the Credit Agreement totaled $
Credit Agreements - China Operations
Agricultural Bank of China ("ABC") - Unsecured Credit Agreement
Effective March 5, 2025, we entered into an unsecured credit agreement that provides for a line of credit up to
I-19
this agreement was $
This unsecured line of credit agreement was paid in full on March 3, 2026. See the below ABC-Working Capital Loans section for description and terms of new term loan effective March 3, 2026.
ABC - Supplier Financing Arrangements
Based on the company's request, certain suppliers entered into supply chain financing arrangements, which such arrangements totaled
The following summarizes the activity associated with our supply chain financing arrangements for the nine-month periods ended February 1, 2026, and January 26, 2025:
|
|
Nine months ended |
|
|
Nine months ended |
|
||
(dollars in thousands) |
|
February 1, 2026 |
|
|
January 26, 2025 |
|
||
Outstanding at the beginning of the year |
|
$ |
|
|
$ |
|
||
Vendor invoices financed during the year |
|
|
|
|
|
|
||
Vendor invoices paid during the year |
|
|
|
|
|
|
||
Foreign currency exchange rate remeasurement |
|
|
|
|
|
|
||
Ending balance |
|
$ |
|
|
$ |
|
||
ABC - Working Capital Loans
During the first quarter of fiscal 2026, we entered into unsecured loan agreements totaling
Effective March 3, 2026, we entered into an additional unsecured loan agreement totaling
Bank of China "BOC" - Credit Agreement
Effective November 5, 2024, we entered into a credit agreement that provided for a
On November 6, 2025 (third quarter of fiscal 2026), we paid in full the outstanding balance of
I-20
arrangements secured by trade accounts receivable associated with the company’s operations located in China. The working capital loan and letters of credit expire on
China Construction Bank Corporation ("CCB")
During the third quarter of fiscal 2026, CCB approved total borrowings of
Other
Our loan agreements require, among other things, that we maintain compliance with certain financial covenants. As of February 1, 2026, we were in compliance with all such financial covenants.
Interest payments totaled $
12. Fair Value
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 to 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 tables present information about assets measured at fair value on a recurring basis:
|
|
Fair value measurements as of February 1, 2026, using: |
|
|||||||||
|
|
Quoted prices |
|
|
Significant |
|
|
|
|
|
||
|
|
in active |
|
|
other |
|
Significant |
|
|
|
||
|
|
markets for |
|
|
observable |
|
unobservable |
|
|
|
||
|
|
identical assets |
|
|
inputs |
|
inputs |
|
|
|
||
(amounts in thousands) |
|
Level 1 |
|
|
Level 2 |
|
Level 3 |
|
Total |
|
||
Assets: |
|
|
|
|
|
|
|
|
|
|
||
U.S. Government Money Market Fund |
|
$ |
|
|
N/A |
|
N/A |
|
$ |
|
||
Growth Allocation Mutual Funds |
|
|
|
|
N/A |
|
N/A |
|
|
|
||
S&P 500 Index Fund |
|
|
|
|
N/A |
|
N/A |
|
|
|
||
Lord Abbet Bond Debenture Fund |
|
|
|
|
N/A |
|
N/A |
|
|
|
||
Other |
|
|
|
|
N/A |
|
N/A |
|
|
|
||
I-21
|
|
Fair value measurements as of January 26, 2025, using: |
|
|||||||||
|
|
Quoted prices |
|
|
Significant |
|
|
|
|
|
||
|
|
in active |
|
|
other |
|
Significant |
|
|
|
||
|
|
markets for |
|
|
observable |
|
unobservable |
|
|
|
||
|
|
identical assets |
|
|
inputs |
|
inputs |
|
|
|
||
(amounts in thousands) |
|
Level 1 |
|
|
Level 2 |
|
Level 3 |
|
Total |
|
||
Assets: |
|
|
|
|
|
|
|
|
|
|
||
U.S. Government Money Market Fund |
|
$ |
|
|
N/A |
|
N/A |
|
$ |
|
||
Growth Allocation Mutual Funds |
|
|
|
|
N/A |
|
N/A |
|
|
|
||
S&P 500 Index Fund |
|
|
|
|
N/A |
|
N/A |
|
|
|
||
Lord Abbet Bond Debenture Fund |
|
|
|
|
N/A |
|
N/A |
|
|
|
||
Other |
|
|
|
|
N/A |
|
N/A |
|
|
|
||
|
|
Fair value measurements as of April 27, 2025, using: |
|
|||||||||
|
|
Quoted prices |
|
|
Significant |
|
|
|
|
|
||
|
|
in active |
|
|
other |
|
Significant |
|
|
|
||
|
|
markets for |
|
|
observable |
|
unobservable |
|
|
|
||
|
|
identical assets |
|
|
inputs |
|
inputs |
|
|
|
||
(amounts in thousands) |
|
Level 1 |
|
|
Level 2 |
|
Level 3 |
|
Total |
|
||
Assets: |
|
|
|
|
|
|
|
|
|
|
||
U.S. Government Money Market Fund |
|
$ |
|
|
N/A |
|
N/A |
|
$ |
|
||
Growth Allocation Mutual Funds |
|
|
|
|
N/A |
|
N/A |
|
|
|
||
S&P 500 Index Fund |
|
|
|
|
N/A |
|
N/A |
|
|
|
||
Lord Abbet Bond Debenture Fund |
|
|
|
|
N/A |
|
N/A |
|
|
|
||
Other |
|
|
|
|
N/A |
|
N/A |
|
|
|
||
Investments - Rabbi Trust
We have a rabbi trust (the “Trust”) for the participants in our deferred compensation plan (the “Plan”) that enables participants to direct their contributions to various investment options under the Plan. The investments associated with the Trust consist of a money market fund and various mutual funds that are classified as available-for-sale.
As of February 1, 2026, our investments associated with the Trust totaled $
As of February 1, 2026, January 26, 2025, and April 27, 2025, the cost basis of our investments associated with the Trust was $
Other
The carrying amount of our cash and cash equivalents, accounts receivable, other current assets, lines of credit - current, accounts payable, and accrued expenses approximates their fair value because of the short maturity of these financial instruments. The carrying amount of our line of credit - long-term approximates its fair value as the variable rates of interest associated with the respective line of credit are comparable with the market rate of interest.
13. Net Loss Per Share
Basic net loss per share is computed using the weighted-average number of shares outstanding during the period. Diluted net loss 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 per share were
I-22
Shares of unvested common stock that were not included in the computation of diluted net loss per share consist of the following:
|
|
Three Months Ended |
|
|||||
(in thousands) |
|
February 1, 2026 |
|
|
January 26, 2025 |
|
||
Antidilutive effect from decrease in the price per share of our common stock |
|
|
|
|
|
|
||
Antidilutive effect from net loss incurred during the fiscal quarter |
|
|
|
|
||||
Total unvested shares of common stock not included in |
|
|
|
|
|
|
||
computation of diluted net loss per share |
|
|
|
|
|
|
||
Weighted average shares used in the computation of basic and diluted net loss per share were
|
|
Nine Months Ended |
|
|||||
(in thousands) |
|
February 1, 2026 |
|
|
January 26, 2025 |
|
||
Antidilutive effect from decrease in the price per share of our common stock |
|
|
|
|
|
|
||
Antidilutive effect from net loss incurred during the fiscal year |
|
|
|
|
||||
Total unvested shares of common stock not included in |
|
|
|
|
|
|
||
computation of diluted net loss per share |
|
|
|
|
|
|
||
14. Segment Information
During the first quarter of fiscal 2026, we renamed our
In addition, the upholstery segment includes Read, a wholly owned subsidiary that provides window treatments and sourcing of upholstery fabrics and other products, as well as related measuring and installation services to customers in the hospitality and commercial markets. Read also supplies soft goods such as decorative top sheets, coverlets, duvet covers, bed skirts, bolsters, and pillows. On April 24, 2025 (the fourth quarter of fiscal 2025), the company announced a strategic transformation of its operating model that combined certain activities within the bedding and upholstery business segments and created one integrated Culp-branded business. As part of this strategic transformation, we closed our leased facilities operated by our upholstery segment located in Burlington, North Carolina, and Knoxville, Tennessee, and transitioned their production and distribution activities to a shared management model within our owned facility located in Stokesdale, North Carolina. See note 10 of the consolidated financial statements for further details regarding this strategic transformation initiative.
Our Chief Operating Decision Maker ("CODM") is our Chief Executive Officer ("CEO"),
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.
I-23
in segment assets, as these assets are not used by the CODM to evaluate the respective segment’s operating performance and allocate resources to the individual segments.
Statements of operations for our operating segments are as follows:
|
|
Three Months Ended |
|
|||||
|
|
February 1, 2026 |
|
|
January 26, 2025 |
|
||
Net sales by segment: |
|
|
|
|
|
|
||
Bedding |
|
$ |
|
|
$ |
|
||
Upholstery |
|
|
|
|
|
|
||
Net sales |
|
$ |
|
|
$ |
|
||
Cost of Sales by segment: |
|
|
|
|
|
|
||
Bedding |
|
$ |
|
|
$ |
|
||
Upholstery |
|
|
|
|
|
|
||
Total segment cost of sales |
|
$ |
|
|
$ |
|
||
Restructuring related charge (1) |
|
|
|
|
|
|
||
Cost of Sales |
|
$ |
|
|
$ |
|
||
Gross profit by segment: |
|
|
|
|
|
|
||
Bedding |
|
$ |
|
|
$ |
|
||
Upholstery |
|
|
|
|
|
|
||
Total segment gross profit |
|
$ |
|
|
$ |
|
||
Restructuring related charge (1) |
|
|
|
|
|
( |
) |
|
Gross profit |
|
$ |
|
|
$ |
|
||
Selling, general, and administrative expenses |
|
|
( |
) |
|
|
( |
) |
Restructuring expense (2) (3) |
|
|
( |
) |
|
|
( |
) |
Loss from operations |
|
$ |
( |
) |
|
$ |
( |
) |
Interest expense |
|
|
( |
) |
|
|
( |
) |
Interest income |
|
|
|
|
|
|
||
Other income |
|
|
|
|
|
|
||
Loss before income taxes |
|
$ |
( |
) |
|
$ |
( |
) |
(1)
(2)
(3)
I-24
|
|
Nine Months Ended |
|
|||||
|
|
February 1, 2026 |
|
|
January 26, 2025 |
|
||
Net sales by segment: |
|
|
|
|
|
|
||
Bedding |
|
$ |
|
|
$ |
|
||
Upholstery |
|
|
|
|
|
|
||
Net sales |
|
$ |
|
|
$ |
|
||
Cost of Sales by segment: |
|
|
|
|
|
|
||
Bedding |
|
$ |
|
|
$ |
|
||
Upholstery |
|
|
|
|
|
|
||
Total segment cost of sales |
|
$ |
|
|
$ |
|
||
Restructuring related charge (1) (2) |
|
|
|
|
|
|
||
Cost of Sales |
|
$ |
|
|
$ |
|
||
Gross profit by segment: |
|
|
|
|
|
|
||
Bedding |
|
$ |
|
|
$ |
|
||
Upholstery |
|
|
|
|
|
|
||
Total segment gross profit |
|
$ |
|
|
$ |
|
||
Restructuring related charge (1) (2) |
|
|
( |
) |
|
|
( |
) |
Gross profit |
|
$ |
|
|
$ |
|
||
Selling, general, and administrative expenses |
|
|
( |
) |
|
|
( |
) |
Restructuring credit (expense) (3) (4) |
|
|
|
|
|
( |
) |
|
Loss from operations |
|
$ |
( |
) |
|
$ |
( |
) |
Interest expense |
|
|
( |
) |
|
|
( |
) |
Interest income |
|
|
|
|
|
|
||
Other expense |
|
|
( |
) |
|
|
( |
) |
Loss before income taxes |
|
$ |
( |
) |
|
$ |
( |
) |
(1)
(2)
(3)
(4)
I-25
Balance sheet information for our operating segments follows:
(dollars in thousands) |
|
February 1, 2026 |
|
|
January 26, 2025 |
|
|
April 27, 2025 |
|
|||
Segment assets: |
|
|
|
|
|
|
|
|
|
|||
Bedding: |
|
|
|
|
|
|
|
|
|
|||
Accounts receivable |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Inventory |
|
|
|
|
|
|
|
|
|
|||
Property, plant and equipment (1) |
|
|
|
|
|
|
|
|
|
|||
Right of use assets (2) |
|
|
|
|
|
|
|
|
|
|||
Assets held for sale (3) |
|
|
|
|
|
|
|
|
|
|||
Total bedding assets |
|
|
|
|
|
|
|
|
|
|||
Upholstery: |
|
|
|
|
|
|
|
|
|
|||
Accounts receivable |
|
|
|
|
|
|
|
|
|
|||
Inventory |
|
|
|
|
|
|
|
|
|
|||
Property, plant and equipment (4) |
|
|
|
|
|
|
|
|
|
|||
Right of use assets (5) |
|
|
|
|
|
|
|
|
|
|||
Total upholstery assets |
|
|
|
|
|
|
|
|
|
|||
Total segment assets |
|
|
|
|
|
|
|
|
|
|||
Non-segment assets: |
|
|
|
|
|
|
|
|
|
|||
Cash and cash equivalents |
|
|
|
|
|
|
|
|
|
|||
Short-term investments - rabbi trust |
|
|
|
|
|
|
|
|
|
|||
Short-term notes receivable |
|
|
|
|
|
|
|
|
|
|||
Current income taxes receivable |
|
|
|
|
|
|
|
|
|
|||
Other current assets |
|
|
|
|
|
|
|
|
|
|||
Long-term notes receivable |
|
|
|
|
|
|
|
|
|
|||
Deferred income taxes |
|
|
|
|
|
|
|
|
|
|||
Property, plant and equipment (6) |
|
|
|
|
|
|
|
|
|
|||
Right of use assets (7) |
|
|
|
|
|
|
|
|
|
|||
Intangible assets |
|
|
|
|
|
|
|
|
|
|||
Long-term investments - rabbi trust |
|
|
|
|
|
|
|
|
|
|||
Other assets |
|
|
|
|
|
|
|
|
|
|||
Total assets |
|
$ |
|
|
$ |
|
|
$ |
|
|||
I-26
Information about capital expenditures and depreciation expense for our operating segments follows:
|
|
Nine Months Ended |
|
|||||
(dollars in thousands) |
|
February 1, 2026 |
|
|
January 26, 2025 |
|
||
Capital expenditures (1): |
|
|
|
|
|
|
||
Bedding |
|
$ |
|
|
$ |
|
||
Upholstery |
|
|
|
|
|
|
||
Non-Segment |
|
|
|
|
|
|
||
Total capital expenditures |
|
$ |
|
|
$ |
|
||
Depreciation expense: |
|
|
|
|
|
|
||
Bedding |
|
$ |
|
|
$ |
|
||
Upholstery |
|
|
|
|
|
|
||
Selling, general and administrative |
|
|
|
|
|
|
||
Total depreciation expense |
|
$ |
|
|
$ |
|
||
Accelerated depreciation expense (2) (3) |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
15. Income Taxes
Effective Income Tax Rate
We recorded income tax expense of $
Our consolidated effective income tax rates for the nine-month periods ended February 1, 2026, and January 26, 2025, 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. When calculating the annual estimated effective income tax rates for the nine-month periods ended February 1, 2026, and January 26, 2025, we were subject to loss limitation rules. These loss limitation rules require any pre-tax loss associated with our U.S. or foreign operations to be excluded from the annual estimated effective income tax rate calculation if it was determined that no income tax benefit could be recognized during the current fiscal year. The effective income tax rate can be impacted over the fiscal year by the mix and timing of actual earnings from our U.S. operations and foreign subsidiaries located in China, Canada, Haiti, and Vietnam versus annual projections, as well as changes in foreign currency exchange rates in relation to the U.S. dollar.
I-27
The following schedule summarizes the principal differences between income tax expense at the U.S. federal income tax rate and the effective income tax rate reflected in the consolidated financial statements for the nine-month periods ended February 1, 2026, and January 26, 2025:
|
|
February 1, |
|
|
January 26, |
|
||
|
|
2026 |
|
|
2025 |
|
||
U.S. federal income tax rate |
|
|
% |
|
|
% |
||
U.S. valuation allowance |
|
|
( |
) |
|
|
( |
) |
U.S. global intangible low tax income tax (GILTI) |
|
|
( |
) |
|
|
|
|
Tax effects of local currency foreign exchange loss |
|
|
( |
) |
|
|
|
|
Withholding taxes associated with foreign jurisdictions |
|
|
( |
) |
|
|
( |
) |
Sub Part F tax |
|
|
( |
) |
|
|
|
|
U.S. foreign tax credits |
|
|
|
|
|
|
||
Foreign income tax rate differential |
|
|
|
|
|
( |
) |
|
Uncertain income tax positions |
|
|
|
|
|
|
||
Capital expenditure deduction - Quebec, Canada |
|
|
|
|
|
( |
) |
|
Other (1) |
|
|
( |
) |
|
|
( |
) |
Consolidated effective income tax rate (1) (2) (3) |
|
( |
|
|
( |
|
||
One Big Beautiful Bill Act ("OBBBA")
I-28
application of a full valuation allowance against our U.S. net deferred income tax assets described in the below section titled - U.S. Valuation Allowance.
U.S. Valuation Allowance
We evaluate the realizability of our U.S. net deferred income tax assets to determine if a valuation allowance is required. We 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, considering the effects of local tax law.
As of February 1, 2026, we evaluated the realizability of our U.S. net deferred income tax assets to determine if a full valuation allowance was required. Based on our assessment, we determined we still have a recent history of significant cumulative U.S. pre-tax losses in that we experienced U.S. pre-tax losses during each of the last three fiscal years from 2023 through 2025, and we currently expect significant U.S. pre-tax losses to continue during fiscal 2026. 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, and therefore we provided for a full valuation allowance against our U.S. net deferred income tax assets.
Based on our assessments as of February 1, 2026, January 26, 2025 and April 27, 2025, valuation allowances against our net deferred income tax assets pertain to the following:
(dollars in thousands) |
|
February 1, 2026 |
|
|
January 26, 2025 |
|
|
April 27, 2025 |
|
|||
U.S. federal and state net deferred income tax assets |
|
$ |
|
|
$ |
|
|
$ |
|
|||
U.S. capital loss carryforward |
|
|
|
|
|
|
|
|
|
|||
|
|
$ |
|
|
$ |
|
|
$ |
|
|||
Undistributed Earnings
We assess whether the undistributed earnings from our foreign subsidiaries will be reinvested indefinitely or eventually distributed to our U.S. parent company and whether we are required to record a deferred income tax liability for those undistributed earnings from foreign subsidiaries that will not be reinvested indefinitely. As of February 1, 2026, we assessed the liquidity requirements of our U.S. parent company and determined that our undistributed earnings and profits from our foreign subsidiaries would not be reinvested indefinitely and would eventually be distributed to our U.S. parent company. The conclusion reached from this assessment was consistent with prior reporting periods.
A U.S. corporation is allowed a
Uncertain Income Tax Positions
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 end of the reporting period, or is effectively settled through examination, negotiation, or litigation, or if 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 benefit will be recorded at that time.
As of February 1, 2026, January 26, 2025, and April 27, 2025, we had $
Our gross unrecognized income tax benefit of $
I-29
Income Taxes Paid
The following table sets forth income taxes paid by jurisdiction:
|
|
Nine Months |
|
|
Nine Months |
|
||
|
|
Ended |
|
|
Ended |
|
||
|
|
February 1, |
|
|
January 26, |
|
||
(dollars in thousands) |
|
2026 |
|
|
2025 |
|
||
U.S. Federal - Transition Tax payment |
|
|
|
|
|
|
||
U.S. State - Income tax payments |
|
|
|
|
|
|
||
China - Income tax payments, net of refunds |
|
|
|
|
|
|
||
China - Withholding Taxes Associated With |
|
|
|
|
|
|
||
Canada - Income tax payments, net of refunds |
|
|
|
|
|
( |
) |
|
|
|
$ |
|
|
$ |
|
||
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, time-based restricted stock units, performance-based restricted stock units, and other equity and cash related awards as determined by the Compensation Committee of our board of directors. An aggregate of
As of February 1, 2026, there were
Performance-Based Restricted Stock Units
On August 7, 2025, we granted performance-based restricted stock units to senior executives which could earn up to a certain number of shares of common stock if performance targets related to adjusted EBITDA were met over the performance period defined in the related restricted stock unit award agreements. The number of shares of common stock that are earned based on performance targets that have been achieved are not adjusted based on a market-based total shareholder return component. Accordingly, fair market value was measured based on the closing price of our common stock on the date of grant.
On August 8, 2024, January 8, 2024, and September 28, 2023, we granted performance-based restricted stock units to senior executives which could earn up to a certain number of shares of common stock if performance targets related to operating income were met over performance periods defined in the related restricted stock unit award agreements. The number of shares of common stock that are earned based on 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 award agreements. Accordingly, fair market value was measured 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 on the date of grant.
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 stock units granted to senior executives on August 8, 2024, January 8, 2024, and September 28, 2023:
I-30
|
|
August 8, |
|
|
January 8, |
|
|
September 28, |
|
|
|||
|
|
|
2024 |
|
|
2024 |
|
|
2023 |
|
|
||
Closing price of our common stock |
|
$ |
|
|
$ |
|
|
$ |
|
|
|||
Expected volatility of our common stock |
|
|
|
% |
|
|
% |
|
|
% |
|||
Expected volatility of peer companies |
|
|
% |
|
% |
|
% |
||||||
Risk-free interest rate |
|
|
|
% |
|
|
% |
|
|
% |
|||
Dividend yield |
|
|
|
% |
|
|
% |
|
|
% |
|||
Correlation coefficient of peer companies |
|
( |
|
|
|
|
|
|
|||||
The following table summarizes information related to our grants of performance-based restricted stock units associated with senior executives that were unvested as of February 1, 2026:
|
|
(1) |
|
|
(2) |
|
|
|
|
|
|
|
|||
|
|
Performance-Based |
|
|
Restricted Stock |
|
|
|
|
|
|
|
|||
|
|
Restricted Stock |
|
|
Units Expected |
|
|
|
|
|
|
|
|||
Date of Grant |
|
Units Awarded |
|
|
to Vest |
|
|
Price Per Share |
|
|
|
Vesting Period |
|||
August 7, 2025 |
|
|
|
|
|
|
|
$ |
|
(3) |
|
||||
August 8, 2024 |
|
|
|
|
|
— |
|
|
$ |
|
(4) |
|
|||
January 8, 2024 |
|
|
|
|
|
|
|
$ |
|
(5) |
|
||||
September 28, 2023 |
|
|
|
|
|
— |
|
|
$ |
|
(6) |
|
|||
There were
We recorded compensation expense of $
As of February 1, 2026, the remaining unrecognized compensation expense related to our performance-based restricted stock units was $
I-31
Time-Based Restricted Stock Units
The following table summarizes information related to our grants of time-based restricted stock unit awards associated with senior executives, key employees, and outside directors that were unvested as of February 1, 2026:
|
|
Time-Based |
|
|
|
|
|
|
|
||
|
|
Restricted Stock |
|
|
(1) |
|
|
|
|
||
Date of Grant |
|
Units Outstanding |
|
|
Price Per Share |
|
Vesting Period |
||||
September 25, 2025 (2) |
|
|
|
|
$ |
|
|
|
|||
August 7, 2025 (3) |
|
|
|
|
$ |
|
|
|
|||
January 6, 2025 (3) |
|
|
|
|
$ |
|
|
|
|||
August 8, 2024 (3) |
|
|
|
|
$ |
|
|
|
|||
January 8, 2024 (3) |
|
|
|
|
$ |
|
|
|
|||
September 28, 2023 (3) |
|
|
|
|
$ |
|
|
|
|||
During the nine-month period ended February 1, 2026, time-based restricted stock units totaling
We recorded compensation expense of $
As of February 1, 2026, the remaining unrecognized compensation expense related to our time-based restricted stock units was $
17. Leases
Overview
We lease manufacturing facilities, showroom and office space, distribution centers, and equipment under operating lease arrangements. Our operating leases have remaining lease terms of one to
Balance Sheet
The right of use assets and lease liabilities associated with our operating leases as of February 1, 2026, January 26, 2025 and April 27, 2025, are as follows:
|
|
|
|
|
|
|
|
|
|
|||
(dollars in thousands) |
|
February 1, |
|
|
January 26, |
|
|
April 27, |
|
|||
Right of use assets |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Operating lease liability - current |
|
|
|
|
|
|
|
|
|
|||
Operating lease liability – long-term |
|
|
|
|
|
|
|
|
|
|||
Supplemental Cash Flow Information
|
|
Nine months |
|
|
Nine months |
|
||
(dollars in thousands) |
|
February 1, 2026 |
|
|
January 26, 2025 |
|
||
Operating lease liability payments |
|
$ |
|
|
$ |
|
||
Right of use assets exchanged for lease liabilities |
|
|
|
|
|
|
||
I-32
Operating lease expense for the three-month periods ended February 1, 2026, and January 26, 2025, was $
Other Information
Maturity of our operating lease liabilities for the remainder of fiscal 2026 and the subsequent five fiscal years follows:
(dollars in thousands) |
|
|
|
|
2026 |
|
|
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
2030 |
|
|
|
|
2031 |
|
|
|
|
|
|
$ |
|
|
Less: interest |
|
|
( |
) |
Present value of lease liabilities |
|
$ |
|
|
As of February 1, 2026 the weighted average remaining lease term and discount rate for our operating leases follows:
|
|
February 1, 2026 |
|
|
Weighted average lease term (in years) |
|
|
||
Weighted average discount rate |
|
|
% |
|
18. Commitments and Contingencies
Legal Matters
The company is involved in legal proceedings and claims which arise in the ordinary course of business. Management has determined that these actions, when ultimately concluded or settled, will not have a material adverse effect on the company's financial position, results of operations, or cash flows.
During the three-month and nine-month periods ended February 1, 2026, the company received $
19. Statutory Reserves
Our subsidiary located in China was required to transfer
The transfer to this reserve fund must be made before distributions of any dividend to shareholders. As of February 1, 2026, the company’s statutory surplus reserve was $
The company’s subsidiary located in China can transfer funds to the parent company, except for the statutory surplus reserve of $
I-33
20. Common Stock Repurchase Program
In March 2020, our board of directors approved an authorization for us to acquire up to $
We did
I-34
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION
This report contains “forward-looking statements” within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995 (Section 27A of the Securities Act of 1933 and Section 21E of the Securities and Exchange Act of 1934). Such statements are inherently subject to risks and uncertainties that may cause actual events and results to differ materially from such statements. Forward-looking statements are statements that include projections, expectations, or beliefs about future events or results or otherwise are not statements of historical fact. Such statements are often but not always characterized by qualifying words such as “expect,” “believe,” “will,” “may,” “should,” “could,” “potential,” “continue,” “target,” “predict”, “seek,” “anticipate,” “estimate,” “intend,” “plan,” “project,” and their derivatives, and include but are not limited to statements about expectations, projections, or trends for our future operations, strategic initiatives and plans, restructuring and integration actions, production levels, new product launches, sales, profit margins, profitability, operating (loss) income, capital expenditures, working capital levels, cost savings (including, without limitation, anticipated cost savings from restructuring and integration actions), income taxes, SG&A or other expenses, pre-tax (loss) income, earnings, cash flow, and other performance or liquidity measures, as well as any statements regarding dividends, share repurchases, liquidity, use of cash and cash requirements, ending cash balances and cash positions, borrowing capacity, investments, potential acquisitions, cash and non-cash restructuring and restructuring-related charges, expenses, and/or credits, net proceeds from restructuring-related asset dispositions, future economic or industry trends, public health epidemics, or other future developments. There can be no assurance that we will realize these expectations or meet our guidance, or that these beliefs will prove correct.
Factors that could influence the matters discussed in such statements include the level of housing starts and sales of existing homes, consumer confidence, trends in disposable income, and general economic conditions. Decreases in these economic indicators could have a negative effect on our business and prospects. Likewise, increases in interest rates, particularly home mortgage rates, and increases in consumer debt or the general rate of inflation, could affect us adversely. Changes in consumer tastes or preferences toward products not produced by us could erode demand for our products. Changes in tariffs or trade policy, including changes in U.S. trade enforcement priorities, or changes in the 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. Relatedly, litigation is ongoing as to whether businesses that paid tariffs that were invalidated by the U.S. Supreme Court in February 2026 may receive refunds for those tariffs, and it is uncertain whether or when the Company may receive any such refunds, which could be significant. Also, economic or 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 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. The impact of public health epidemics on employees, customers, suppliers, and the global economy, such as the coronavirus pandemic, could also adversely affect our operations and financial performance. In addition, the impact of potential asset impairments, including impairments of property, plant, and equipment, inventory, or intangible assets, as well as the impact of valuation allowances applied against our net deferred income tax assets, could affect our financial results. Increases in freight costs, labor costs, and raw material prices, including increases in market prices for petrochemical products, can also significantly affect the prices we pay for shipping, labor, and raw materials, respectively, and, in turn, increase our operating costs and decrease our profitability. Also, our success in diversifying our supply chain with reliable partners to effectively service our global platform could affect our operations and adversely affect our financial results. Finally, the future performance of our business also depends on our ability to achieve our expected cost savings from past restructuring programs and to return our restructured bedding business to profitability, as well as our ability to successfully integrate our bedding and upholstery divisions and achieve the anticipated operating efficiency and cost reduction benefits of that and similar cost-reduction and efficiency initiatives. Further information about these factors, as well as other factors that could affect our future operations or financial results and the matters discussed in forward-looking statements, is included in Item 1A “Risk Factors” in our most recent Form 10-K and Form 10-Q reports filed with the Securities and Exchange Commission.
Many of these factors are macroeconomic in nature and are, therefore, beyond our control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, our actual results, performance or achievements may vary materially from those described in this report as anticipated, believed, estimated, expected, intended, planned or projected. The forward-looking statements included in this report are made only as of the date of this report. Unless required by United States federal securities laws, we neither intend nor assume any obligation to update these forward-looking statements for any reason after the date of this report to conform these statements to actual results or to changes in our expectations. 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. Additional risks and uncertainties that we do not presently know about or that we currently consider to be immaterial may also affect our business operations or financial results.
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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 consolidated 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 company's nine months ended February 1, 2026, and January 26, 2025, represent 40-week and 39-week periods, respectively. We refer to the three months ended February 1, 2026, as the "third quarter" and the three months ended January 26, 2025, as the "comparable quarter".
Our operations are classified into two business segments: bedding (formerly known as mattress fabrics) and upholstery (formerly known as upholstery fabrics).
Bedding
The bedding segment manufactures, sources, and sells fabrics and mattress covers primarily to bedding manufacturers. Currently, we have a mattress fabrics manufacturing operation located in Stokesdale, North Carolina, and a sewn mattress cover operation located in Ouanaminthe, Haiti.
On April 29, 2024 (the first quarter of fiscal 2025), our board of directors made a decision to: (i) consolidate the company's North American bedding operations, including the closure and sale of the company's manufacturing facility and related land ("collectively referred to as the "Property") located in Quebec, Canada; (ii) move a portion of the knitting and finishing capacity from the company's manufacturing facility located in Quebec, Canada, to the company's manufacturing facility located in Stokesdale, North Carolina; (iii) transition the bedding segment's weaving operation to a strategic sourcing model through the company's long standing supply partners; (iv) consolidate the company's sewn mattress cover operation located in Ouanaminthe, Haiti, from two leased facilities into one building and reduce other operating expenses at this location; and (v) reduce unallocated corporate expenses and shared service expenses. Refer to Note 10 of the consolidated financial statements for further details regarding this restructuring activity.
Upholstery
The upholstery segment develops, sources, manufactures, and sells fabrics primarily to residential, commercial, and hospitality furniture manufacturers. Currently, we have upholstery fabric operations located in Shanghai, China; Burlington, North Carolina; and Vietnam.
Also, Read Window Products, LLC (“Read”), is a wholly owned subsidiary that provides window treatments and sourcing of upholstery fabrics and other products, as well as related measuring and installation services, to customers in the hospitality and commercial markets. Read also supplies soft goods such as decorative top sheets, coverlets, duvet covers, bed skirts, bolsters, and pillows. On April 24, 2025 (the fourth quarter of fiscal 2025), the company announced a strategic transformation of its operating model that combined certain activities within the bedding and upholstery segments and created one integrated Culp-branded business. As part of this strategic transformation, we closed our leased facilities operated by our upholstery segment located in Burlington, North Carolina, and Knoxville, Tennessee, and transitioned their production and distribution activities to a shared management model within our owned facility located in Stokesdale, North Carolina, which has historically been solely operated by our bedding segment. Refer to Note 10 of the consolidated financial statements for further details regarding this restructuring activity.
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Executive Summary
Consolidated Results of Operations
|
|
Three Months Ended |
|
|
||||
(dollars in thousands) |
|
February 1, |
|
January 26, |
|
Change |
||
Net sales |
|
$ |
47,965 |
|
$ |
52,253 |
|
(8.2)% |
Gross profit |
|
|
5,323 |
|
|
6,347 |
|
(16.1)% |
Gross profit margin |
|
|
11.1 |
% |
|
12.1 |
% |
(100)bp |
Selling, general, and administrative expenses |
|
|
8,464 |
|
|
8,579 |
|
(1.3)% |
Restructuring expense |
|
|
584 |
|
|
1,655 |
|
(64.7)% |
Loss from operations |
|
|
(3,725 |
) |
|
(3,887 |
) |
(4.2)% |
Operating margin |
|
|
(7.8 |
)% |
|
(7.4 |
)% |
(40)bp |
Loss before income taxes |
|
|
(3,140 |
) |
|
(3,680 |
) |
(14.7)% |
Income tax expense |
|
|
(292 |
) |
|
(446 |
) |
(34.5)% |
Net loss |
|
|
(3,432 |
) |
|
(4,126 |
) |
(16.8)% |
|
|
Nine Months Ended |
|
|
||||
(dollars in thousands) |
|
February 1, |
|
January 26, |
|
Change |
||
Net sales |
|
$ |
151,859 |
|
$ |
164,464 |
|
(7.7)% |
Gross profit |
|
|
18,334 |
|
|
17,414 |
|
5.3% |
Gross margin |
|
|
12.1 |
% |
|
10.6 |
% |
150bp |
Selling, general, and administrative expenses |
|
|
26,321 |
|
|
27,235 |
|
(3.4)% |
Restructuring credit (expense) |
|
|
2,425 |
|
|
(6,317 |
) |
N.M. |
Loss from operations |
|
|
(5,562 |
) |
|
(16,138 |
) |
(65.5)% |
Operating margin |
|
|
(3.7 |
)% |
|
(9.8 |
)% |
610bp |
Loss before income taxes |
|
|
(6,101 |
) |
|
(16,396 |
) |
(62.8)% |
Income tax expense |
|
|
(1,868 |
) |
|
(635 |
) |
194.2% |
Net loss |
|
|
(7,969 |
) |
|
(17,031 |
) |
(53.2)% |
Net Sales
Overall, our consolidated net sales for the third quarter of fiscal 2026 decreased by $(4.3) million, or (8.2)% compared with the same period a year ago, with bedding sales decreasing by $(1.4) million, or (4.7)%, and upholstery sales decreasing by $(2.9) million, or (12.4)%. Our consolidated net sales for the first nine months of fiscal 2026 decreased by $(12.6) million, or (7.7)%, compared with the same period a year ago, with bedding sales decreasing by $(699,000), or (0.8)%, and upholstery sales decreasing by $(11.9) million, or (15.3)%.
Market conditions in the home furnishings and bedding industry remain challenging, with continued softness in consumer spending and housing activity weighing on demand and sales. These pressures, compounded by severe winter weather in the United States that effectively eliminated the final week of shipping during the third quarter in our largest market, as well as ongoing complexity related to global trade and tariff dynamics, drove the decline in consolidated net sales for the quarter. While we remain confident that our core bedding and furniture markets will recover over time, we believe that meaningful improvement will depend on a sustained rebound in housing activity and discretionary consumer spending. Encouragingly, we have observed what we believe may be some early signs of demand stabilization in the bedding segment in recent periods.
Despite the difficult macroeconomic environment, we continue to secure new programs with major customers and expand our share of available business in targeted channels. Prior to the weather-related disruptions late in the quarter, our bedding sales were tracking those in the comparable prior-year period. Moreover, we were pleased to see growth during the quarter in our sewn mattress cover product category, which remains a key growth driver within our bedding segment. We also continue to see customers recognize the strategic value of our global footprint and strong U.S. manufacturing capabilities, particularly as the current trade and tariff environment drives increased scrutiny of supply chain cost structures and reliability.
The decline in our upholstery sales reflects the broader softness in the home furnishings market and its impact on residential upholstery demand. Notwithstanding these headwinds, we delivered double-digit growth in our upholstery kit product category,
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an important strategic focus for this segment. Sales in our commercial and hospitality upholstery business also declined year-over-year, as customer demand in these markets was affected by project delays driven by ongoing macroeconomic uncertainty.
Although the markets we serve continue to face near-term challenges, we believe we are well positioned for future growth. The recent restructuring of our bedding platform, along with the completion of several additional initiatives during the quarter that should positively impact our upholstery segment—including the integration of our U.S. distribution operations and the consolidation of our production footprint in China—strengthens our operating foundation. Combined with our capabilities in product development and customer service, these actions position us to capture additional market share in the current environment and to accelerate sales growth as industry conditions improve.
See the Segment Analysis section below for further details.
Gross Profit
Consolidated gross profit for the third quarter of fiscal 2026 was $5.3 million, a decrease of $(1.0) million, or (16.1)%, compared with consolidated gross profit of $6.3 million for the third quarter of fiscal 2025, with bedding gross profit decreasing by $(787,000), or (28.7)%, and upholstery gross profit decreasing by $(861,000), or (20.4)%. Consolidated gross profit for the first nine months of fiscal 2026 was $18.3 million, an increase of $920,000, or 5.3%, compared with consolidated gross profit of $17.4 million, for the first nine months of fiscal 2025, with bedding gross profit increasing by $3.1 million, or 64.6%, and upholstery gross profit decreasing by $(2.8) million, or (19.9)%.
Overall gross profitability for the quarter was adversely affected by lower sales volumes, unfavorable foreign exchange impacts related to our China upholstery operations, and inventory-related adjustments primarily associated with the completion of our restructuring and integration initiatives, which were partially offset by the benefits of improved selling margins within our bedding business.
See the Segment Analysis section below for further details.
Loss Before Income Taxes
Overall, our loss before income taxes for the third quarter of fiscal 2026 was $(3.1) million, an improvement of $540,000, or 14.7%, compared with loss before income taxes of $(3.7) million for the same period a year ago. Our loss before income taxes for the first nine months of fiscal 2026 was $(6.1) million, an improvement of $10.3 million, or 62.8%, compared with loss before income taxes of $(16.4) million for the same period a year ago.
Although lower comparable sales and other factors adversely affected our operating performance during the quarter, we continue to benefit from the lower costs and efficiencies emanating from our recently restructured bedding manufacturing platform. Our operating performance also continues to benefit from our additional actions to reduce selling, general and administrative expenses and implement price increases to mitigate tariff impacts. Further, the integration of our domestic upholstery distribution and Read window treatment operations into our owned North Carolina facility, along with the reduction of our facility footprint in China, all of which we completed during the quarter, should further strengthen our operating profile going forward.
Income Taxes
We recorded income tax expense of $1.9 million, or (30.6)% of loss before income taxes, for the nine-month period ended February 1, 2026, compared with income tax expense of $635,000, or (3.9)% of loss before income taxes, for the nine-month period ended January 26, 2025.
Our consolidated effective income tax rates were adversely affected by the mix of earnings between our U.S. operations and foreign subsidiaries, as our taxable income stemmed from our operations located in China and a gain from the sale of Property located in Canada during the first quarter of fiscal 2026 (see Notes 8 and 10 of the consolidated financial statements for further details), which such jurisdictions have higher income tax rates than the U.S. In addition, we applied a full valuation allowance against our U.S. net deferred income tax assets during the first nine months of fiscal 2026 and 2025. Consequently, an income tax benefit was not recognized for pre-tax losses associated with our U.S. operations totaling $(12.6) million and $(16.8) million that were incurred during the first nine months of fiscal 2026 and 2025, respectively. Lastly, our consolidated effective income tax rates were also adversely affected by pre-tax losses associated with our Haitian operations, which are not subject to income tax. Our Haitian operations are located in an economic zone that permits a 0% income tax rate for the first fifteen years of operations, for which we have seven years remaining. As a result of the 0% income tax rate, an income tax benefit was not recognized for the pre-tax losses associated
I-38
with our Haitian operations totaling $(657,000) and $(992,000) that were incurred during the first nine months of fiscal 2026 and 2025, respectively.
During the first nine months of fiscal 2026, we incurred a consolidated pre-tax loss of $(6.1) million, compared with a significantly higher consolidated pre-tax loss of $(16.4) million during the first nine months of fiscal 2025. As a result, the principal differences between income tax expense at the U.S. federal income tax rate and the effective income tax rate reflected in the consolidated financial statements were more pronounced during the first nine months of fiscal 2026, as compared with the first nine months of fiscal 2025.
Refer to Note 15 of the consolidated financial statements for further details regarding our provision for income taxes.
Liquidity
As of February 1, 2026, our cash and cash equivalents (collectively, “cash”) totaled $9.7 million, which represents an increase of $4.1 million compared with cash of $5.6 million as of April 27, 2025. This increase was due mostly to: (i) net borrowings on our lines of credit of $5.3 million; and (ii) proceeds from the sale of property, plant, and equipment totaling $1.1 million, partially offset by net cash used in operating activities of $(2.3) million.
Our net cash used in operating activities of $(2.3) million improved for the first nine months of fiscal 2026, compared with net cash used in operating activities of $(9.4) million during the first nine months of fiscal 2025. This trend mostly reflects: (i) a decrease in cash losses from savings associated with our restructuring activities announced on May 1, 2024, and April 24, 2025 (refer to section titled "-- Segment Analysis -- Consolidated Other Income Statement Categories -- Restructuring Activities" for further details regarding our restructuring initiatives), and (ii) an increase in cash flow from accounts receivable due to faster payment trends with key bedding customers, as well as a lower sales mix with upholstery customers who had longer payments trends; partially offset by a decrease in cash flow from: (i) having more finished goods on hand to accommodate customers during the transition of our restructuring activities related to our bedding segment and to prepare for the supply chain effects of the Chinese New Year Holiday, (ii) rising costs to produce and source inventory, and (iii) tariffs imposed in accordance with U.S. trade policies related to imported products, and (iv) a decline in consumer demand negatively impacting cash flow from accounts payable.
We had outstanding borrowings totaling $18.5 million under our line of credit agreements, of which $11.5 million and $7.0 million were reported in lines of credit-current and line of credit-long term, respectively, on the February 1, 2026, Consolidated Balance Sheet.
Segment Analysis
Our Chief Operating Decision Maker ("CODM") is our Chief Executive Officer ("CEO"), who regularly reviews the financial results of the company on a consolidated and business segment basis for the purpose of evaluating financial and operating performance and allocation of resources to the individual segments noted above. Beginning in the first quarter of fiscal 2026, the CODM decided to use net sales and gross profit, excluding items that are not expected to occur on a regular basis (e.g., restructuring activities), as the primary measure of segment profit or loss. Previously, segment performance was primarily evaluated based on net sales and income (loss) from operations before unallocated corporate expenses and other items that are not expected to occur on a regular basis (e.g., restructuring activities). This change was made to align with internal management reporting and the decision-making processes affected by the strategic transformation of the company's operating model announced on April 24, 2025, which combined certain activities within the bedding and upholstery business segments and created one integrated Culp-branded business. The CODM evaluates segment performance based on: (i) net sales, (ii) cost of sales, (iii) gross profit excluding items that are not expected to occur on a regular basis (i.e., restructuring related charges and credits), (iv) assets used in operations, which generally include accounts receivable, inventory, property, plant, and equipment, right of use assets, and assets held for sale; and (v) capital spending.
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. Intangible assets are not included in segment assets, as these assets are not used by the CODM to evaluate the respective segment’s operating performance and allocate resources to the individual segments.
I-39
Bedding Segment
|
|
Three Months Ended |
|
|
||||
(dollars in thousands) |
|
February 1, |
|
January 26, |
|
Change |
||
Net sales |
|
$ |
27,283 |
|
$ |
28,642 |
|
(4.7)% |
Gross profit |
|
|
1,956 |
|
|
2,743 |
|
(28.7)% |
Gross profit margin |
|
|
7.2 |
% |
|
9.6 |
% |
(240)bp |
|
|
|
|
|
|
|
||
|
|
Nine Months Ended |
|
|
||||
(dollars in thousands) |
|
February 1, |
|
January 26, |
|
Change |
||
Net sales |
|
$ |
86,093 |
|
$ |
86,792 |
|
(0.8)% |
Gross profit |
|
|
8,001 |
|
|
4,862 |
|
64.6% |
Gross profit margin |
|
|
9.3 |
% |
|
5.6 |
% |
370bp |
Net Sales
Bedding net sales decreased (4.7)% during the third quarter of fiscal 2026, compared with the same period a year ago. Bedding net sales for the first nine months of fiscal 2026 decreased by (0.8)%, compared with the same period a year ago.
For both the three and nine-month periods ended February 1, 2026, net sales were negatively impacted by reduced demand, as well as ongoing complexity related to global trade and tariff dynamic and adverse weather conditions. However, despite ongoing market headwinds, the company continues to secure new programs with major bedding manufacturers and expand its share of available business within targeted channels. Prior to severe weather-related disruptions late in the quarter, bedding sales were tracking in line with the prior-year period and we were ultimately able to achieve growth in sewn mattress cover products, which remain a key growth driver in this segment. Our bedding customers continue to value the strategic supply alternatives provided by our global footprint and U.S. manufacturing bases, particularly given the increased emphasis on supply chain cost structures and reliability driven by the current tariff environment.
Looking ahead, we see encouraging indications that the bedding market may be stabilizing to a degree, with potential demand improvement driven by product replacement cycles. We will remain focused on expanding placements with key customers and increasing market share to drive revenue growth, while continuing to navigate sales pressure stemming from the current macroeconomic environment. We believe that meaningful future sales growth will depend on a broader industry recovery, improved economic conditions, and greater global trade stability. Ongoing geopolitical risks, including conflicts in Ukraine and the Middle East, also have the potential to disrupt global markets and adversely affect sales.
Gross Profit
Gross profit was $2.0 million for the third quarter of fiscal 2026, a decrease of $(787,000), or (28.7)%, compared with gross profit of $2.7 million for the third quarter of fiscal 2025. Gross profit for the first nine months of fiscal 2026 was $8.0 million, an increase of $3.1 million, or 64.6%, compared with gross profit of 4.9 million for the first nine months of fiscal 2025.
For the third quarter, the decrease in gross profit compared with the comparable quarter was due primarily to inventory-related adjustments resulting primarily from our decision to build inventory to ensure high customer service levels during the pendency of our restructuring activities, as well as lower comparable sales, partially offset by cost reductions, efficiency gains and improved selling margins. For the nine months ended February 1, 2026, the increase in gross profit was due primarily to cost reductions and efficiency gains achieved through the restructuring of our bedding segment in fiscal 2025, together with pricing actions and improved selling margin, partially offset by the same factors affecting the third quarter.
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Segment assets
Segment assets consist of accounts receivable; inventory; property, plant, and equipment; right of use assets; and assets held for sale:
(dollars in thousands) |
|
February 1, 2026 |
|
January 26, 2025 |
|
April 27, 2025 |
|
|||
Accounts receivable |
|
$ |
8,601 |
|
$ |
11,607 |
|
$ |
10,576 |
|
Inventory |
|
|
34,309 |
|
|
31,377 |
|
|
33,293 |
|
Property, plant & equipment |
|
|
20,363 |
|
|
24,210 |
|
|
23,259 |
|
Right of use assets |
|
|
— |
|
|
200 |
|
|
125 |
|
Assets held for sale |
|
|
— |
|
|
2,214 |
|
|
2,177 |
|
Total segment assets |
|
$ |
63,273 |
|
$ |
69,608 |
|
$ |
69,430 |
|
|
|
|
|
|
|
|
|
|||
Refer to Note 14 of the consolidated financial statements for disclosures regarding determination of our segment assets.
Accounts Receivable
As of February 1, 2026, accounts receivable of $8.6 million decreased by $(3.0) million, or (25.9)%, compared with accounts receivable totaling $11.6 million as of January 26, 2025. This decrease was driven by a decrease in net sales of (4.7)% during the third quarter of fiscal 2026, compared with the same period a year ago. In addition, this decrease reflects faster payment trends with key customers during the third quarter of fiscal 2026, compared with the third quarter of fiscal 2025. Accordingly, days’ sales outstanding decreased to 29 days for the third quarter of fiscal 2026, from 37 days for the third quarter of fiscal 2025.
As of February 1, 2026, accounts receivable totaling $8.6 million decreased by $(2.0) million, or (18.7)%, compared with accounts receivable totaling $10.6 million as of April 27, 2025. This decrease mostly represents faster payment trends with key customers during the third quarter of fiscal 2026, compared with the fourth quarter of fiscal 2025. Accordingly, days’ sales outstanding decreased to 29 days for the third quarter of fiscal 2026, from 35 days for the fourth quarter of fiscal 2025.
Inventory
As of February 1, 2026, inventory of $34.3 million increased by $2.9 million, or 9.3%, compared with inventory totaling $31.4 million as of January 26, 2025. This increase in inventory is due primarily to: (i) requiring more finished goods to be on hand to accommodate customers during our restructuring-related transitions, and (ii) rising costs to produce and source inventory, along with tariffs imposed in accordance with U.S. trade policies related to imported products.
As of February 1, 2026, inventory of $34.3 increased by $1.0 million, or 3.1%, compared with inventory totaling $33.3 million as of April 27, 2025. This increase in inventory is due to the same reasons noted above for the third quarter ended February 1, 2026, compared with the third quarter ended January 26, 2025.
Inventory turns were 3.0 for the third quarter of fiscal 2026, as compared with 3.4 for the third quarter of fiscal 2025, and 2.9 for the fourth quarter of fiscal 2025.
Property, Plant, & Equipment
Property, plant, and equipment has steadily decreased due to reduced capital spending stemming from current unfavorable macroeconomic conditions within the home furnishings and bedding industries, as well as restructuring initiatives commencing at the beginning of fiscal 2025 and continuing through the third quarter of fiscal 2026. See note 10 of the consolidated financial statements for further details and description of our restructuring activities.
The $20.4 million as of February 1, 2026, represents property, plant, and equipment of $19.6 million and $803,000 located in the U.S. and Haiti, respectively. The $24.2 million as of January 26, 2025, represents property, plant, and equipment of $23.0 million, $973,000 and $221,000 located in the U.S., Haiti, and Canada, respectively. The $23.3 million as of April 27, 2025, represents property, plant, and equipment of $22.3 million and $955,000 located in the U.S. and Haiti, respectively.
Right of Use Assets
Right of use assets have steadily decreased due to the restructuring initiatives announced on May 1, 2024, which commenced at the beginning of fiscal 2025 and continued through the third quarter fiscal 2026. In connection with these restructuring initiatives,
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right of use assets decreased due mostly to the termination of an agreement to lease a facility located in Ouanaminthe, Haiti, and the closure of two leased facilities located in Quebec, Canada.
As of February 1, 2026, the bedding segment did not have any right of use assets due to the closure of the above mentioned facilities. The $200,000 and $125,000 as of January 26, 2025, and April 27, 2025, respectively, represents a right of use asset located in Haiti.
Assets Held for Sale
As of April 27, 2025, and January 26, 2025, we classified certain assets as held for sale totaling $2.2 million, which mostly related to the manufacturing facility and related land (collectively referred to as the "Property") associated with the closure of our operations located in Quebec, Canada.
During the first quarter of fiscal 2026, we sold the Property, and recognized a gain from this sale totaling $4.0 million that was classified within restructuring credit in the Consolidated Statement of Net Loss for the nine-month period ended February 1, 2026. As a result, the bedding segment did not have any assets classified as held for sale as of February 1, 2026.
Refer to Note 8 of the consolidated financial statements for further details.
Upholstery Segment
Net Sales
|
|
Three Months Ended |
|
|
|
|
||||||||||||
(dollars in thousands) |
|
February 1, |
|
|
January 26, |
|
|
% Change |
|
|||||||||
Non-U.S. Produced |
|
$ |
19,274 |
|
|
93 |
% |
|
$ |
20,291 |
|
|
86 |
% |
|
|
(5.0 |
)% |
U.S. Produced |
|
|
1,408 |
|
|
7 |
% |
|
|
3,320 |
|
|
14 |
% |
|
|
(57.6 |
)% |
Total |
|
$ |
20,682 |
|
|
100 |
% |
|
$ |
23,611 |
|
|
100 |
% |
|
|
(12.4 |
)% |
|
|
Nine Months Ended |
|
|
|
|
||||||||||||
(dollars in thousands) |
|
February 1, |
|
|
January 26, |
|
|
% Change |
|
|||||||||
Non-U.S. Produced |
|
$ |
61,004 |
|
|
93 |
% |
|
$ |
68,000 |
|
|
88 |
% |
|
|
(10.3 |
)% |
U.S. Produced |
|
|
4,762 |
|
|
7 |
% |
|
|
9,672 |
|
|
12 |
% |
|
|
(50.8 |
)% |
Total |
|
$ |
65,766 |
|
|
100 |
% |
|
$ |
77,672 |
|
|
100 |
% |
|
|
(15.3 |
)% |
Upholstery net sales decreased (12.4)% during the third quarter of fiscal 2026, compared with the same period a year ago. Upholstery net sales for the first nine months of fiscal 2026 decreased by (15.3)%, compared with the same period a year ago.
Conditions in the upholstery market remain unsettled, continuing to adversely affect demand in the company’s residential fabric business. In addition, broader macroeconomic pressures have dampened project activity in the commercial and hospitality fabric markets we serve. The year‑over‑year declines in upholstery sales during the quarter and first nine months of fiscal 2026 reflect these factors, as well as incremental pressure on customer demand resulting from ongoing tariff volatility. Despite these market challenges, we achieved double‑digit growth in upholstery kits during the quarter. This product category represents an important strategic channel for this segment and continues to perform favorably relative to broader market trends.
Looking forward, we expect conditions in the home furnishings market to remain uncertain in the near term. However, as market conditions improve and a broader industry recovery emerges, we believe that recent scale and efficiency enhancements resulting from the completion of integration initiatives within our upholstery segment, coupled with our product innovation capabilities and multi‑location manufacturing and sourcing platform, position our upholstery segment to accelerate sales growth when demand stabilizes.
The potential impact of ongoing geopolitical developments, including conflicts in Ukraine and the Middle East, remains uncertain and is dependent on factors outside of our control. At this time, we cannot reasonably estimate the effect of these events on the upholstery fabrics segment. However, an escalation of geopolitical tensions, including potential shipping disruptions related to conflicts in the Middle East, could adversely affect our operations, as well as those of our suppliers and customers, and could negatively impact the global economy and our financial performance.
I-42
Gross Profit
|
|
Three Months Ended |
|
|
|
|||||
(dollars in thousands) |
|
February 1, |
January 26, |
Change |
||||||
Gross profit |
|
$ |
3,367 |
|
|
$ |
4,228 |
|
|
(20.4)% |
Gross margin |
|
|
16.3 |
% |
|
|
17.9 |
% |
|
(160)bp |
|
|
|
|
|
|
|
|
|
||
|
|
Nine Months Ended |
|
|
|
|||||
(dollars in thousands) |
|
February 1, |
January 26, |
Change |
||||||
Gross profit |
|
$ |
11,264 |
|
|
$ |
14,061 |
|
|
(19.9)% |
Gross margin |
|
|
17.1 |
% |
|
|
18.1 |
% |
|
(100)bp |
Upholstery gross profit was $3.4 million for the third quarter of fiscal 2026, a decrease of $(861,000), or (20.4)%, compared with upholstery gross profit of $4.2 million for the third quarter of fiscal 2025. Upholstery gross profit for the first nine months of fiscal 2026 was $11.3 million, a decrease of $(2.8) million, or (19.9)%, compared with upholstery gross profit of $14.1 million for the first nine months of fiscal 2025.
The declines in gross profit within our upholstery segment during the quarter and first nine months of fiscal 2026 were primarily attributable to lower comparable sales and unfavorable foreign exchange impacts associated with our China upholstery operations. These factors were partially offset by our improving cost structure, which allowed us to maintain solid gross margins despite challenging market conditions affecting the home furnishings industry, including both residential and commercial upholstery channels.
The residential home furnishings market continues to experience reduced demand driven by shifts in consumer spending patterns, volatility related to global trade and tariffs, inflationary pressures, lower home sales activity, and other macroeconomic factors affecting discretionary purchases. As a result, we expect the current low‑demand environment for residential upholstery fabrics to continue to adversely affect gross profit until market conditions improve.
During the quarter, we completed the integration of our U.S. upholstery distribution and window treatment operations into our owned facility in North Carolina, which is expected to enhance operating efficiency and improve this segment’s profitability profile. In addition, we implemented further cost‑reduction and efficiency initiatives during the quarter, including the rationalization of our production and distribution footprint in China. We continue to monitor demand trends closely and remain prepared to implement additional operational adjustments as necessary to align our cost structure in this segment with market conditions, while continuing to provide consistent service levels to customers.
Segment Assets
Segment assets consist of accounts receivable; inventory; property, plant, and equipment; and right of use assets:
(dollars in thousands) |
|
February 1, 2026 |
|
|
January 26, 2025 |
|
|
April 27, 2025 |
|
|||
Accounts receivable |
|
$ |
8,290 |
|
|
$ |
11,552 |
|
|
$ |
11,268 |
|
Inventory |
|
|
17,899 |
|
|
|
17,222 |
|
|
|
16,016 |
|
Property, plant & equipment |
|
|
712 |
|
|
|
1,117 |
|
|
|
1,010 |
|
Right of use assets |
|
|
677 |
|
|
|
2,647 |
|
|
|
2,678 |
|
Total Segment Assets |
|
$ |
27,578 |
|
|
$ |
32,538 |
|
|
$ |
30,972 |
|
|
|
|
|
|
|
|
|
|
|
|||
Refer to Note 14 of the consolidated financial statements for disclosures regarding determination of our segment assets.
Accounts Receivable
As of February 1, 2026, accounts receivable of 8.3 million decreased by $(3.3) million, or (28.2)%, compared with $11.6 million as of January 26, 2025. This trend was driven by a decrease in net sales of (12.4)% during the third quarter of fiscal 2026, compared with the third quarter of fiscal 2025. In addition, this decrease reflects a lower sales mix with customers who had longer payment trends during the third quarter of fiscal 2026, compared with the third quarter of fiscal 2025. Accordingly, days’ sales outstanding was 34 days for the third quarter of fiscal 2026, as compared with 42 days for the third quarter of fiscal 2025.
I-43
As of February 1, 2026, accounts receivable of $8.3 million decreased by $(3.0) million, or (26.4)%, compared with $11.3 million as of April 27, 2025. This trend stems from a decrease in net sales during the third quarter of fiscal 2026, compared with the fourth quarter of fiscal 2025. Net sales totaled $20.7 million during the third quarter of fiscal 2026, a decrease of (4.5)%, compared with $21.7 million during the fourth quarter of fiscal 2025. In addition, this decrease reflects a lower sales mix with customers who had longer payment trends during the third quarter of fiscal 2026, compared with the third quarter of fiscal 2025. Accordingly, days’ sales outstanding was 34 days for the third quarter of fiscal 2026, as compared with 46 days for the third quarter of fiscal 2025.
Inventory
As of February 1, 2026, inventory of $17.9 million increased by $677,000, or 3.9%, compared with $17.2 million as of January 26, 2025. This increase in inventory is due primarily to: (i) requiring more finished goods to prepare for the supply chain effects of the Chinese New Year Holiday, and (ii) rising costs to produce and source inventory, along with tariffs imposed in accordance with U.S. trade policies related to imported products, which were partially offset by a decrease in net sales of (12.4%) due to lower consumer demand during the third quarter of fiscal 2026, compared with the third quarter of fiscal 2025.
As of February 1, 2026, inventory of $17.9 million increased by $1.9 million, or 11.8%, compared with $16.0 million as of April 27, 2025. This increase in inventory is due primarily to: (i) requiring more finished goods to be on hand to prepare for the supply chain effects of the Chinese New Year Holiday, and (ii) rising costs to produce and source inventory, along with tariffs imposed in accordance with U.S. trade policies related to imported products.
Inventory turns were 4.0 for the third quarter of fiscal 2026, as compared with 4.2 for the third quarter of fiscal 2025 and 4.0 for the fourth quarter of fiscal 2025.
Property, Plant, & Equipment
Property, plant, and equipment has steadily decreased due to reduced capital spending stemming from current unfavorable macroeconomic conditions within the home furnishings and residential furniture industries, as well as from our recent restructuring activities announced on April 24, 2025. See note 10 of the consolidated financial statements for further details and description of our restructuring activities.
The $712,000 as of February 1, 2026, represents property, plant, and equipment of $674,000 and $38,000 located in the U.S. and China, respectively. The $1.1 million as of January 26, 2025, represents property, plant, and equipment of $1.0 million and $83,000 located in the U.S. and China, respectively. The $1.0 million as of April 27, 2025, represents property, plant, and equipment of $940,000 and $70,000 located in the U.S. and China, respectively.
Right of Use Assets
Right of use assets have steadily decreased due to the restructuring initiatives announced on April 24, 2025, which were mostly completed by the end of the third quarter fiscal 2026. In connection with these restructuring initiatives, right of use assets decreased due mostly to the termination of lease agreements associated with upholstery facilities located in Burlington, North Carolina, and Knoxville, Tennessee, as well as one facility located in Shanghai, China.
The $677,000 as of February 1, 2026, represents right of use assets of $574,000 and $103,000 located in China and the U.S., respectively. The $2.6 million as of January 26, 2025, represents right of use assets of $1.9 million and $764,000 located in the U.S. and China, respectively. The $2.7 million as of April 27, 2025, represents right of use assets of $1.7 million and $1.0 million located in China and the U.S., respectively.
Consolidated - Other Income Statement Categories
|
|
Three Months Ended |
|
|
|
|
||||||
(dollars in thousands) |
|
February 1, 2026 |
|
|
January 26, 2025 |
|
|
% Change |
|
|||
SG&A expenses |
|
$ |
8,464 |
|
|
$ |
8,579 |
|
|
|
(1.3 |
)% |
Restructuring expense |
|
|
584 |
|
|
|
1,655 |
|
|
|
(64.7 |
)% |
Interest expense |
|
|
(183 |
) |
|
|
(63 |
) |
|
|
190.5 |
% |
Interest income |
|
|
375 |
|
|
|
255 |
|
|
|
47.1 |
% |
Other income |
|
|
393 |
|
|
|
15 |
|
|
N.M |
|
|
|
|
|
|
|
|
|
|
|
|
|||
I-44
|
|
Nine Months Ended |
|
|
|
|
||||||
(dollars in thousands) |
|
February 1, 2026 |
|
|
January 26, 2025 |
|
|
% Change |
|
|||
SG&A expenses |
|
$ |
26,321 |
|
|
$ |
27,235 |
|
|
|
(3.4 |
)% |
Restructuring credit (expense) |
|
|
2,425 |
|
|
$ |
(6,317 |
) |
|
N.M. |
|
|
Interest expense |
|
|
(565 |
) |
|
|
(121 |
) |
|
|
366.9 |
% |
Interest income |
|
|
859 |
|
|
|
761 |
|
|
|
12.9 |
% |
Other expense |
|
|
833 |
|
|
|
898 |
|
|
|
(7.2 |
)% |
|
|
|
|
|
|
|
|
|
|
|||
Selling, General, and Administrative Expenses ("SG&A")
The decrease in selling, general, and administrative expenses during the third quarter and first nine months of fiscal 2026, compared with the third quarter and first nine months of fiscal 2025, was primarily due to the cost reduction initiatives in connection with our restructuring and integration activities announced on May 1, 2024, and April 24, 2025 (see Note 10 of the consolidated financial statements for further details and descriptions of our restructuring initiatives). Also, additional SG&A expenses were incurred during the first nine months of fiscal 2026, compared with the first nine months of fiscal 2025, as the first nine months of fiscal 2026 and 2025 represented 40-week and 39-week periods, respectively.
Restructuring Activities
Restructuring Activities Announced May 1, 2024
On April 29, 2024 (first quarter of fiscal 2025), our board of directors made a decision to: (i) consolidate the company's North American bedding operations, including the closure and sale of the Property located in Quebec, Canada; (ii) move a portion of the knitting and finishing capacity from the company's manufacturing facility located in Quebec, Canada, to the company's manufacturing facility located in Stokesdale, North Carolina; (iii) transition the bedding segment's weaving operation to a strategic sourcing model through the company's long-standing supply partners; (iv) consolidate the company's sewn mattress cover operation located in Ouanaminthe, Haiti, from two leased facilities into one building and reduce other operating expenses at this location; as well as (v) reduce unallocated corporate and shared service expenses.
These restructuring activities were completed by the end of the second quarter of fiscal 2026, including the sale of the Property located in Quebec, Canada. Accordingly, we recorded a gain from the sale of this Property totaling $4.0 million that was classified within restructuring credit in the Consolidated Statement of Net Loss for the nine-month period ended February 1, 2026. See Notes 7 and 8 of the consolidated financial statements for further details regarding the Sales Agreement associated with the sale of the Property and determination of fair value regarding the Property and equipment.
Since inception of this restructuring initiative, we incurred cumulative restructuring and restructuring related charges totaling $5.3 million, most of which is related to the bedding segment. Of this total $5.3 million, $7.2 million and $(1.9) million, represent a cash restructuring and related charge and a non-cash restructuring credit, respectively.
Restructuring Activities Announced April 24, 2025
On April 24, 2025 (fourth quarter of fiscal 2025), the company announced a strategic transformation of its operating model that combined certain activities within the bedding and upholstery segments and created one integrated Culp-branded business. As part of this strategic transformation, we closed our leased facilities operated by our upholstery segment located in Burlington, North Carolina, and Knoxville, Tennessee, and transitioned their production and distribution activities to a shared management model within our owned facility located in Stokesdale, North Carolina, which has historically been solely operated by our bedding segment.
These restructuring activities were mostly completed by the end of the third quarter of fiscal 2026. Since inception of this restructuring initiative, we incurred cumulative restructuring and restructuring related charges totaling $2.6 million, of which $2.3 million and $265,000 related to the upholstery and bedding segments, respectively. Of this total $2.6 million, $1.3 million and $1.3 million represent a cash restructuring and related charge and a non-cash restructuring charge, respectively.
I-45
The following summarizes restructuring expense (credit) and restructuring related charges associated with the above announcements for the three-month and nine-month periods ended February 1, 2026:
|
|
Three months ended |
|
|
Nine months ended |
|
||
(dollars in thousands) |
|
February 1, 2026 |
|
|
February 1, 2026 |
|
||
Additional depreciation expense for shortened useful lives |
|
$ |
3 |
|
|
$ |
112 |
|
Employee termination benefits |
|
|
(6 |
) |
|
|
164 |
|
Lease termination (credit) expense |
|
|
(4 |
) |
|
|
37 |
|
Facility consolidation and relocation expenses |
|
|
193 |
|
|
|
449 |
|
Net gain from the sale and impairment of property, plant, and equipment |
|
|
(2 |
) |
|
|
(3,753 |
) |
Impairment of intangible asset |
|
|
291 |
|
|
|
291 |
|
Other associated costs |
|
|
109 |
|
|
|
275 |
|
Loss on disposal and markdowns of inventory |
|
|
— |
|
|
|
931 |
|
Restructuring expense (credit) and restructuring related charges (1) (2) (3) |
|
$ |
584 |
|
|
$ |
(1,494 |
) |
(1) The $584,000 was classified within restructuring expense in the Consolidated Statement of Net Loss for the three-month period ended February 1, 2026. Of the total $584,000 restructuring expense, $565,000 and $19,000 related to the upholstery and bedding segments, respectively.
(2) Of the total $(1.5) million net restructuring credit and restructuring related charge, a $(2.4) million credit and $931,000 charge were classified within restructuring credit and cost of sales, respectively, in the Consolidated Statement of Net Loss for the nine-month period ended February 1, 2026. Of the total ($1.5) million net restructuring credit and restructuring related charge, a credit of ($3.1) million and a charge of $1.6 million related to the bedding and upholstery segments, respectively.
(3) Of the total $584,000 restructuring expense for the three months ended February 1, 2026, $577,000 and $7,000 related to the restructuring activities announced on April 24, 2025, and May 1, 2024, respectively. Of the total $(1.5) million net restructuring credit and restructuring related charge for the nine months ended February 1, 2026, a credit of $(3.4) million and a charge of $1.9 million related to the restructuring activities announced on May 1, 2024, and April 24, 2025, respectively.
The following summarizes restructuring expense and restructuring related charges associated with the May 1, 2024 announcement described above for the three-month and nine-month periods ended January 26, 2025:
|
|
Three months ended |
|
|
Nine months ended |
|
||
(dollars in thousands) |
|
January 26, 2025 |
|
|
January 26, 2025 |
|
||
Additional depreciation expense for shortened useful lives |
|
$ |
— |
|
|
$ |
1,339 |
|
Employee termination benefits |
|
|
176 |
|
|
|
1,428 |
|
Lease Termination Costs |
|
|
— |
|
|
|
849 |
|
Facility consolidation and relocation expenses |
|
|
970 |
|
|
|
2,115 |
|
Net gain from the sale and impairment of property, plant, and equipment |
|
|
(33 |
) |
|
|
(43 |
) |
Other associated costs |
|
|
542 |
|
|
|
629 |
|
Loss on disposal and markdowns of inventory |
|
|
624 |
|
|
|
1,509 |
|
Restructuring expense and restructuring related charges (1) (2) |
|
$ |
2,279 |
|
|
$ |
7,826 |
|
(1) Of the total $2.3 million restructuring expense and restructuring related charge, $1.7 million and $624,000 were classified within restructuring expense and cost of sales, respectively, in the Consolidated Statement of Net Loss for the three-month period ended January 26, 2025. The $2.3 million mostly relates to the bedding segment.
(2) Of the total $7.8 million restructuring expense and restructuring related charge, $6.3 million and $1.5 million were classified within restructuring expense and cost of sales, respectively, in the Consolidated Statement of Net Loss for the nine-month period ended January 26, 2025. The $7.8 million mostly relates to the building segment.
I-46
Interest Expense
The increase in interest expense during the third quarter and first nine months of fiscal 2026, compared with the third quarter and first nine months of fiscal 2025, reflects increased borrowings under line of credit agreements associated with our operations located in the U.S. and China.
Interest Income
The increase in interest income during the third quarter and first nine months of fiscal 2026, compared with the third quarter and first nine months of fiscal 2025, reflects interest income earned from a note receivable associated with the sale of the Property that occurred at the beginning of the first quarter of fiscal 2026. During the third quarter and the first nine months of fiscal 2026, interest income of $118,000 and $267,000, respectively, was earned from this note receivable, and this interest income was not earned during the third quarter and the first nine months of fiscal 2025. Interest income was partially offset by a decrease in interest income from lower average cash balances during first nine months of fiscal 2026, compared with the first nine months of fiscal 2025.
Refer to Notes 7 and 10 of the consolidated financial statements for further details regarding our note receivable and our restructuring activity announced on May 1, 2024.
Other Income (Expense)
Management is required to assess certain economic factors to determine the currency of the primary economic environment in which our foreign subsidiaries operate. Based on our assessments, the U.S. dollar was determined to be the functional currency of our operations located in China, Canada, and Vietnam.
The increase in other income for the third quarter of fiscal 2026, compared with the third quarter of fiscal 2025, and the decrease in other expense for the first nine months of fiscal 2026, compared with the first nine months of fiscal 2025, reflects $1.0 million of cash proceeds in connection with the resolution of a legal matter, offset by less favorable foreign currency exchange rates associated with our operations located in China. During the third quarter of fiscal 2026, we incurred a foreign currency exchange rate loss associated with our operations located in China totaling $(532,000), compared with a foreign currency exchange rate gain of $305,000 during the third quarter of fiscal 2025. During the first nine months of fiscal 2026, we incurred a foreign currency exchange rate loss associated with our operations located in China totaling $(994,000), compared with a foreign currency exchange gain of $74,000 during the first nine months of fiscal 2025.
The $(994,000) foreign currency exchange rate loss for the first nine months of fiscal 2026 described above was mostly non-cash and offset by an income tax benefit of $839,000. The income tax benefit of $839,000 was associated with tax deductible foreign currency exchange rate losses based on less favorable foreign currency exchange rates applied against balance sheet accounts denominated in U.S. dollars to determine the corresponding Chinese Renminbi local currency amounts. The foreign currency exchange rate loss derived from U.S. dollar denominated balance sheet accounts is considered tax deductible, as we incur income tax expense and pay income taxes in China's local currency.
Income Taxes
Effective Income Tax Rate
We recorded income tax expense of $1.9 million, or (30.6)% of loss before income taxes, for the nine-month period ended February 1, 2026, compared with income tax expense of $635,000, or (3.9)% of loss before income taxes, for the nine-month period ended January 26, 2025.
Our consolidated effective income tax rates for the nine-month periods ended February 1, 2026, and January 26, 2025, 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. When calculating the annual estimated effective income tax rates for the nine-month periods ended February 1, 2026, and January 26, 2025, we were subject to loss limitation rules. These loss limitation rules require any pre-tax loss associated with our U.S. or foreign operations to be excluded from the annual estimated effective income tax rate calculation if it was determined that no income tax benefit could be recognized during the current fiscal year. The effective income tax rate can be impacted over the fiscal year by the mix and timing of actual earnings from our U.S. operations and foreign subsidiaries located in China, Canada, Haiti, and Vietnam 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 at the U.S. federal income tax rate and the effective income tax rate reflected in the consolidated financial statements for the nine-month periods ended February 1, 2026, and January 26, 2025:
I-47
|
|
February 1, |
|
|
January 26, |
|
||
|
|
2026 |
|
|
2025 |
|
||
U.S. federal income tax rate |
|
|
21.0 |
% |
|
|
21.0 |
% |
U.S. valuation allowance |
|
|
(49.7 |
) |
|
|
(26.2 |
) |
U.S. global intangible low tax income tax (GILTI) |
|
|
(5.9 |
) |
|
|
— |
|
Tax effects of local currency foreign exchange loss |
|
|
(5.0 |
) |
|
|
0.7 |
|
Withholding taxes associated with foreign jurisdictions |
|
|
(4.8 |
) |
|
|
(1.5 |
) |
Sub Part F tax |
|
|
(0.7 |
) |
|
|
— |
|
U.S. foreign tax credits |
|
|
11.5 |
|
|
|
— |
|
Foreign income tax rate differential |
|
|
2.8 |
|
|
|
(0.8 |
) |
Uncertain income tax positions |
|
|
0.7 |
|
|
|
4.3 |
|
Capital expenditure deduction - Quebec, Canada |
|
|
— |
|
|
|
(1.1 |
) |
Other (1) |
|
|
(0.5 |
) |
|
|
(0.3 |
) |
Consolidated effective income tax rate (1) (2) (3) |
|
(30.6)% |
|
|
(3.9)% |
|
||
One Big Beautiful Bill Act ("OBBBA")
On July 4, 2025, OBBBA was signed into law, making several provisions of the 2017 Tax Cuts and Jobs Act ("TCJA") permanent. Such provisions include: (i) no change to the standard corporate tax rate of 21.0%; (ii) increased depreciation allowances for certain property acquired after January 19, 2025; (iii) deduction of certain U.S. research and development expenditures; (iv) limitations on the deductibility of business interest expense; and (v) modifications to GILTI and foreign-derived intangible income. Topic 740 Income Taxes requires the income tax effects of changes in tax laws or rates to be recognized at the date of enactment. Accordingly, we evaluated the provisions of OBBBA and determined OBBBA did not have an impact on our consolidated effective income tax rate, income tax expense, or our U.S. net deferred income tax assets during the nine months ended February 1, 2026, due to the application of a full valuation allowance applied against our U.S. net deferred income tax assets described in the below section titled - U.S. Valuation Allowance.
U.S. Valuation Allowance
We evaluate the realizability of our U.S. net deferred income tax assets to determine if a valuation allowance is required. We 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, considering the effects of local tax law.
I-48
As of February 1, 2026, we evaluated the realizability of our U.S. net deferred income tax assets to determine if a full valuation allowance was required. Based on our assessment, we determined we still have a recent history of significant cumulative U.S. pre-tax losses in that we experienced U.S. pre-tax losses during each of the last three fiscal years from 2023 through 2025, and we currently expect significant U.S. pre-tax losses to continue during fiscal 2026. 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, and therefore we provided for a full valuation allowance against our U.S. net deferred income tax assets.
Based on our assessments as of February 1, 2026, January 26, 2025, and April 27, 2025, valuation allowances against our net deferred income tax assets pertain to the following:
(dollars in thousands) |
|
February 1, 2026 |
|
|
January 26, 2025 |
|
|
April 27, 2025 |
|
|||
U.S. federal and state net deferred income tax assets |
|
$ |
27,008 |
|
|
$ |
23,962 |
|
|
$ |
23,973 |
|
U.S. capital loss carryforward |
|
|
2,330 |
|
|
|
2,330 |
|
|
|
2,330 |
|
|
|
$ |
29,338 |
|
|
$ |
26,292 |
|
|
$ |
26,303 |
|
Undistributed Earnings
We assess whether the undistributed earnings from our foreign subsidiaries will be reinvested indefinitely or eventually distributed to our U.S. parent company and whether we are required to record a deferred income tax liability for those undistributed earnings from foreign subsidiaries that will not be reinvested indefinitely. As of February 1, 2026, we assessed the liquidity requirements of our U.S. parent company and determined that our undistributed earnings and profits from our foreign subsidiaries would not be reinvested indefinitely and would eventually be distributed to our U.S. parent company. The conclusion reached from this assessment was consistent with prior reporting periods.
A U.S. corporation is allowed a 100% dividend-received deduction for earnings and profits received from a 10% or more owned foreign corporation. Therefore, a deferred income tax liability will be required only for unremitted withholding taxes associated with earnings and profits generated by our foreign subsidiaries that will ultimately be repatriated to the U.S. parent company. As a result, as of February 1, 2026, January 26, 2025, and April 27, 2025, we recorded a deferred income tax liability of $4.9 million, $5.1 million, and $5.2 million, respectively.
Uncertain Income Tax Positions
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 end of the reporting period, or is effectively settled through examination, negotiation, or litigation, or if 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 benefit will be recorded at that time.
As of February 1, 2026, January 26, 2025, and April 27, 2025, we had $845,000, $1.4 million, and $790,000 of total gross unrecognized income tax benefits, of which the entire amount was classified as income taxes payable – long-term in the accompanying Consolidated Balance Sheets. These unrecognized income tax benefits would favorably affect income tax expense in future periods by $845,000, $1.4 million, and $790,000 as of February 1, 2026, January 26, 2025, and April 27, 2025, respectively.
Our gross unrecognized income tax benefit of $845,000 as of February 1, 2026, relates to an income tax position for which significant change is currently not expected within the next year.
I-49
Income Taxes Paid
The following table sets forth income taxes paid by jurisdiction:
|
|
Nine Months |
|
|
Nine Months |
|
||
|
|
Ended |
|
|
Ended |
|
||
|
|
February 1, |
|
|
January 26, |
|
||
(dollars in thousands) |
|
2026 |
|
|
2025 |
|
||
U.S. Federal - Transition Tax payment |
|
|
831 |
|
|
|
665 |
|
U.S. State - Income tax payments |
|
|
4 |
|
|
|
— |
|
China - Income tax payments, net of refunds |
|
|
438 |
|
|
|
1,566 |
|
China - Withholding Taxes Associated With |
|
|
705 |
|
|
|
— |
|
Canada - Income tax payments, net of refunds |
|
|
456 |
|
|
|
(219 |
) |
|
|
$ |
2,434 |
|
|
$ |
2,012 |
|
Liquidity and Capital Resources
Liquidity
Overall
Currently, our sources of liquidity include cash and cash equivalents (collectively, "cash"), cash flow from operations, and amounts available under our revolving credit lines. As of February 1, 2026, we believe: (i) our cash of $9.7 million; (ii) improvements in cash flow from operations stemming from expected cash savings from our recent restructuring activities, (iii) the current availability under our U.S. line of credit totaling $13.7 million (refer to Note 11 of the consolidated financial statements for further details regarding our financing arrangements), and (iv) proceeds totaling $4.8 million from the collection of a note receivable associated with the sale of Property located in Quebec, Canada (see Note 7 of the consolidated financial statements for further details) will be sufficient to fund our: (i) foreseeable business needs; (ii) restructuring activities; (iii) capital expenditures; (iv) commitments; (v) contractual obligations; and (vi) income tax payments.
As of February 1, 2026, our cash and cash equivalents (collectively, “cash”) totaled $9.7 million, which represents an increase of $4.1 million compared with cash of $5.6 million as of April 27, 2025. This increase was due mostly to: (i) net borrowings on our lines of credit of $5.3 million; and (ii) proceeds from the sale of property, plant, and equipment totaling $1.1 million, partially offset by net cash used in operating activities of $(2.3) million.
Our net cash used in operating activities of $(2.3) million improved for the first nine months of fiscal 2026, compared with net cash used in operating activities of $(9.4) million during the first nine months of fiscal 2025. This trend mostly reflects: (i) a decrease in cash losses from savings associated with our restructuring activities announced on May 1, 2024, and April 24, 2025 (refer to section titled "-- Segment Analysis -- Consolidated Other Income Statement Categories -- Restructuring Activities" for further details regarding our restructuring initiatives), and (ii) an increase in cash flow from accounts receivable due to faster payment trends with key bedding customers, as well as a lower sales mix with upholstery customers who had longer payments trends; partially offset by a decrease in cash flow from: (i) having more finished goods on hand to accommodate customers during the transition of our restructuring activities related to our bedding segment and to prepare for the supply chain effects of the Chinese New Year Holiday, (ii) rising costs to produce and source inventory, and (iii) tariffs imposed in accordance with U.S. trade policies related to imported products, and (iv) a decline in consumer demand negatively impacting cash flow from accounts payable.
We had outstanding borrowings totaling $18.5 million under our line of credit agreements, of which $11.5 million and $7.0 million were reported in lines of credit-current and line of credit-long term, respectively, on the February 1, 2026, Consolidated Balance Sheet.
Our cash balance may be adversely affected by factors beyond our control, such as: (i) recent customer demand trends affecting net sales; (ii) increased tariffs or other changes in U.S. trade policy related to imported products; (iii) supply chain disruptions; (iv) rising interest rates and inflation; and (v) geopolitical events (including conflicts in Ukraine and the Middle East). These factors could cause delays in receipt of payment on accounts receivable and could increase cash disbursements due to rising prices.
I-50
By Geographic Area
A summary of our cash by geographic area follows:
|
|
February 1, |
|
|
January 26, |
|
|
April 27, |
|
|||
(dollars in thousands) |
|
2026 |
|
|
2025 |
|
|
2025 |
|
|||
United States |
|
$ |
338 |
|
|
$ |
1,037 |
|
|
$ |
151 |
|
China |
|
|
8,293 |
|
|
|
4,032 |
|
|
|
4,723 |
|
Canada |
|
|
1,014 |
|
|
|
64 |
|
|
|
701 |
|
Vietnam |
|
|
26 |
|
|
|
13 |
|
|
|
38 |
|
Haiti |
|
|
8 |
|
|
|
125 |
|
|
|
8 |
|
Cayman Islands |
|
|
8 |
|
|
|
8 |
|
|
|
8 |
|
|
|
$ |
9,687 |
|
|
$ |
5,279 |
|
|
$ |
5,629 |
|
|
|
|
|
|
|
|
|
|
|
|||
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 this 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 are based on working capital requirements, market and general business conditions, and other factors.
We did not repurchase any shares of common stock during the nine-month periods ended February 1, 2026, or January 26, 2025, respectively.
As of February 1, 2026, $3.2 million is available for additional repurchases of our common stock.
Dividends
On June 29, 2022, our board of directors announced the decision to suspend the company’s quarterly cash dividend. We believed that preserving capital and managing our liquidity were in the company’s best interest to support future growth and the long-term interests of our shareholders. Accordingly, we did not make any dividend payments during the first nine months of fiscal 2026, fiscal 2025, 2024, or 2023.
Tariffs
Since early 2025, the U.S. government has imposed tariffs under the International Emergency Economic Powers Act (“IEEPA”). In February 2026, the U.S. Supreme Court invalidated certain tariffs imposed under IEEPA, and the company has filed a claim seeking reimbursement for amounts it paid under the invalidated tariffs, which amount may be significant. However, the Supreme Court’s ruling did not address whether importers who paid IEEPA tariffs are entitled to refunds, and that issue remains subject to further litigation. We cannot predict whether or when any reimbursement for amounts the company paid in respect of IEEPA tariffs will be available. The litigation regarding these refunds may be ongoing for a significant period of time, and we may not be successful in our claim.
Consolidated Basis - Working Capital
Operating Working Capital
Operating working capital (the total of accounts receivable and inventories, less accounts payable-trade, less accounts payable-capital expenditures, and less deferred revenue) was $38.8 million as of February 1, 2026, compared with $37.9 million as of January 26, 2025, and $43.4 million as of April 27, 2025. Operating working capital turnover was 4.9 during the third quarter of fiscal 2026, compared with 5.8 during the third quarter of fiscal 2025, and 5.7 during the fourth quarter of fiscal 2025.
Accounts Receivable
Accounts receivable was $16.9 million as of February 1, 2026, a decrease of $(6.3) million, or (27.1)%, compared with $23.2 million as of January 26, 2025. This decrease was driven by a decrease in net sales of (8.2)% during the third quarter of fiscal 2026, compared with the same period a year ago. In addition, this decrease reflects faster payment trends with key bedding customers, as well as a lower sales mix with upholstery customers who had longer payment trends during the third quarter of fiscal 2026, compared with the third quarter of fiscal 2025. Accordingly, days’ sales outstanding decreased to 31 days for the third quarter of fiscal 2026, from 39 days for the third quarter of fiscal 2025.
I-51
Accounts receivable was $16.9 million as of February 1, 2026, a decrease of $(5.0) million, or (22.7)%, compared with $21.8 million as of April 27, 2025. This decrease reflects faster payment trends with key bedding customers, as well as a lower sales mix with upholstery customers who had longer payment trends during the third quarter of fiscal 2026, compared with the fourth quarter of fiscal 2025. Accordingly, days’ sales outstanding decreased to 31 days for the third quarter of fiscal 2026, from 40 days for the fourth quarter of fiscal 2025.
Inventory
Inventory was $52.2 million as of February 1, 2026, an increase of $3.6 million, or 7.4%, compared with $48.6 million as of January 26, 2025. This increase in inventory is due primarily to: (i) requiring more finished goods to be on hand to accommodate customers during our restructuring-related transitions, and (ii) rising costs to produce and source inventory, along with tariffs imposed in accordance with U.S. trade policies related to imported products, which were partially offset by a decrease in net sales related to our upholstery segment due to lower consumer demand during the third quarter of fiscal 2026, compared with the third quarter of fiscal 2025.
Inventory was $52.2 million as of February 1, 2026, an increase of $2.9 million, or 5.9%, compared with $49.3 million as of April 27, 2025. This increase in inventory is due primarily to: (i) requiring more finished goods to be on hand to accommodate customers during our restructuring-related transitions, and supply chain effects of the Chinese New Year Holiday, and (ii) rising costs to produce and source inventory, along with tariffs imposed in accordance with U.S. trade policies related to imported products.
Inventory turns were 3.4 for the third quarter of fiscal 2026, as compared with 3.8 for the third quarter of fiscal 2025, and 3.3 for the fourth quarter of fiscal 2025.
Accounts Payable - Trade
Accounts payable - trade was $29.6 million, as of February 1, 2026, a decrease of $(3.1) million, or (9.4)%, compared with $32.7 million as of January 26, 2025. This trend represents a decrease in net sales of (8.2%) due to lower consumer demand, which ultimately led to fewer purchase orders with suppliers, during the third quarter of fiscal 2026, compared with the third quarter of fiscal 2025.
Accounts payable - trade was $29.6 million, as of February 1, 2026, an increase of $2.3 million, or 8.5%, compared with $27.3 million as of April 27, 2025. This trend represents a strategic build of inventory due to the supply chain effects of the Chinese New Year Holiday.
Financing Arrangements
Currently, we have line of credit agreements with banks for our U.S parent company and our operations located in China. As of February 1, 2026, we had outstanding borrowings associated with our line of credit agreements totaling $18.5 million, of which $11.5 million and $7.0 million were reported in lines of credit-current and line of credit- long term, respectively.. Our loan agreements require, among other things, that we maintain compliance with certain financial covenants. As of February 1, 2026, we were in compliance with these financial covenants.
Refer to Note 11 of the consolidated financial statements for further disclosure regarding our line of credit agreements, which include the Third Amendment and Fourth Amendment to our U.S. revolving credit agreement effective June 12, 2025.
Leases
Refer to Note 17 of the consolidated financial statements for further disclosures regarding our lease obligations, which include a five-year maturity schedule.
Capital Expenditures and Depreciation
Overall
Capital expenditures on a cash basis for the first nine months of fiscal 2026 totaled $442,000, compared with $2.4 million for the first nine months of fiscal 2025. Our decision to reduce our level of capital expenditures is due to the current unfavorable macro-economic conditions within the home furnishings and bedding industries.
During the first nine months of fiscal 2026, we reported depreciation expense of $3.1 million, compared with $4.3 million for the same period a year ago, which was mostly related to our bedding segment for both periods. We reported accelerated depreciation of $112,000 that was classified within restructuring credit in the Consolidated Statement of Net loss for the nine-month period
I-52
ended February 1, 2026. The $112,000 of accelerated depreciation related to the shortening of useful lives of equipment related to the consolidation of distribution activities from our Burlington, North Carolina, facility to our manufacturing and distribution center located in Stokesdale, North Carolina. We reported accelerated depreciation of $1.3 million that was classified within restructuring expense in the Consolidated Statement of Net Loss for the nine-month period ended January 26, 2025. The $1.3 million of accelerated depreciation related to the shortening of useful lives of equipment associated with the closure of our operations located in Quebec, Canada. See Note 10 of the consolidated financial statements for further details and descriptions of our restructuring activities announced on May 1, 2024 and April 24, 2025.
Based on current expectations, capital spending for fiscal 2026 is projected to be lower than fiscal 2025 and will center on capital projects that will increase efficiencies, improve the quality of our products, and facilitate future growth. Funding for capital expenditures is expected to be from cash provided by operating activities.
Critical Accounting Policies and Recent Accounting Developments
As of February 1, 2026, 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 April 27, 2025.
Refer to Note 2 of the consolidated financial statements for recently adopted and issued accounting pronouncements, if any, since the filing of our Form 10-K for the year ended April 27, 2025.
Contractual Obligations
There were no significant or new contractual obligations since those reported in our Annual Report on Form 10-K for the year ended April 27, 2025.
Inflation
A meaningful rise in raw material, utility, energy or other costs, as well as broader economic inflation, could materially and adversely affect our operating results. Competitive market dynamics have traditionally constrained our ability to fully offset such cost increases through price adjustments to customers.
In fiscal 2023 and 2024, raw material prices declined, primarily due to lower oil prices and softening global demand. However, both years were marked by persistent challenges associated with elevated labor costs and limited labor availability. While raw material and labor costs stabilized through fiscal 2024 and the first half of fiscal 2025, recent developments such as global trade negotiations and the implementation of new tariffs and import restrictions beginning in the fourth quarter of fiscal 2025 have begun to influence industry pricing structures and supply chain patterns. These evolving conditions have placed upward pressure on our raw material costs, and this trend is expected to continue. In addition, energy prices have demonstrated substantial volatility in recent fiscal years and continue to represent an unpredictable element of our cost structure.
In recent periods we implemented price increases designed to mitigate the impacts of recent tariff actions affecting products imported into the U.S., including those imported from China, as well as additional surcharges in response to new tariffs on imports from Haiti, Turkey and elsewhere. The majority of these price increases began to phase in and become effective as of the second quarter of fiscal 2026, and we believe that our current pricing strategies position us to effectively absorb the additional costs flowing from applicable tariffs, but the above-referenced dynamics may ultimately lead to higher input costs, with potential adverse implications for our financial performance.
Further, persistent inflationary pressures significantly curtailed consumer spending during fiscal 2023, with effects extending into fiscal 2024, 2025, and 2026. This economic environment contributed to a broader slowdown in both the mattress and residential home furnishings markets, leading to lower demand from home furnishings manufacturers for our mattress fabrics and residential upholstery fabrics across this period. The duration and future impact of these trends remain uncertain, and it is difficult to predict how inflationary conditions may continue to influence consumer behavior and the broader economic cycle for home furnishings products over the near and long term.
I-53
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rates
We are exposed to market risk from changes in interest rates regarding our credit agreements.
Revolving Credit Agreement - United States
Our U.S. revolving credit agreement ("Credit Agreement") with Wells Fargo Bank, N.A., permits both base rate borrowings and borrowings that require interest to be charged at a variable rate calculated using an applicable margin over SOFR (the secured overnight financing rate administered by the Federal Reserve Bank of New York (or its successor)), as defined in the Credit Agreement. The annual interest rate under the Credit Agreement as of February 1, 2026, was 5.64%. As of February 1, 2026, outstanding borrowings under the Credit Agreement totaled $7.0 million.
Credit Agreements - China Operations
Effective November 7, 2025, we entered into an unsecured credit agreement with the Bank of China that provides for a 10.0 million RMB ($1.4 million USD as of February 1, 2026) working capital loan. Interest is charged at a rate determined by the Bank of China, which was 2.5% per year as of February 1, 2026. As of February 1, 2026, the outstanding balance under this working capital loan was 10.0 million RMB ($1.4 million USD).
Effective March 5, 2025, we entered into a separate unsecured credit agreement with the Agricultural Bank of China ("ABC") that provided for a line of credit up to 29.0 million RMB ($4.2 million USD as of February 1, 2026). Interest is charged at a rate determined by ABC, which was 2.60% per year as of February 1, 2026. As of February 1, 2026, the outstanding balance under this agreement was 29.0 million RMB ($4.2 million USD).
During the first quarter of fiscal 2026, we entered into unsecured working capital loan agreements with ABC that provided for 21.0 RMB ($3.0 million USD as of February 1, 2026) working capital loan. Interest is charged at a rate determined by ABC, which ranged from 2.50% to 2.6% during the first nine months of fiscal 2026. As of February 1, 2026, the outstanding balance under this agreement was 21.0 million RMB ($3.0 million USD).
Currently, we have supplier financing arrangements that bear interest at a fixed rate, which were paid in full at the time of borrowings, and therefore borrowings under these arrangements are not subject to future changes in the market rate of interest.
Foreign Currency
We are exposed to market risk from changes in the value of foreign currencies for our subsidiaries domiciled in Canada, China, and Vietnam. 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, China, and Vietnam. However, there is no assurance that we will be able to continually maintain this natural hedge. Our foreign subsidiaries use the U.S. dollar as their functional currency and a substantial portion of the company’s imports purchased outside the U.S. are denominated in U.S. dollars. A 10% change in the above exchange rates as of February 1, 2026, would not have materially affected our results of operations or financial position.
ITEM 4. CONTROLS AND PROCEDURES
As of February 1, 2026, 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 1934, as amended (the “Exchange Act”). This evaluation was conducted under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures 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 Exchange Act is recorded, processed, summarized, and reported as and when required, and that these disclosure controls and procedures 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 Chief Executive Officer and Chief Financial Officer, in a manner to allow timely decisions regarding the required disclosure.
During the quarter ended February 1, 2026, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
I-54
Part II – Other Information
Item 1. Legal Proceedings
There have not been any material changes to our legal proceedings during the three months ended February 1, 2026. Our legal proceedings are disclosed in the company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on July 11, 2025, for the fiscal year ended April 27, 2025.
Item 1A. Risk Factors
Except as set forth below, there have not been any material changes to our risk factors during the three months ended February 1, 2026, from the risk factors 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 11, 2025, for the fiscal year ended April 27, 2025.
Our business may be adversely affected by increased tariffs or other changes in U.S. trade policy related to imported products.
Many of our products are manufactured or sourced outside of the U.S. Since early 2025, the U.S. government has imposed tariffs on imports from various countries, including China, where a significant amount of our products is manufactured. Many of these tariffs were imposed pursuant to the International Emergency Economic Powers Act (IEEPA). In February 2026, the U.S. Supreme Court ruled these tariffs unlawful, but did not address potential refunds for tariffs paid under IEEPA. The U.S. government immediately imposed new global tariffs pursuant to different statutory authority.
These tariff actions compelled us to raise prices on our products and, as a result, our sales and gross margins on certain products are likely to be impacted. Moreover, the current tariff and trade regulatory environment is unpredictable, making it difficult to for us, and for our customers, to manage enterprise cost structure and supply chain planning. Any tariffs that result in increased costs of imported products and materials could require us to further increase prices to our domestic customers. If we are unable to pass along these additional costs, our sales and gross margins may be adversely affected. Further, while a significant portion of our products produced in China are not sold directly into the U.S., and therefore may not be directly impacted by certain U.S. imposed tariffs, most of our products are sold to manufacturers for end use in the U.S. If our customers’ sales are adversely affected by tariffs, our sales may also be adversely impacted. As discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” tariffs have had an adverse impact on our business, and may have a material adverse effect on our results of operations in the future.
Following the U.S. Supreme Court’s decision finding tariffs under IEEPA to be unlawful, we filed a claim with U.S. Court of International Trade seeking a refund for the amounts we paid pursuant to IEEPA tariffs. However, the availability, timing, and amount of any related refunds associated with payments of these duties remain uncertain and subject to further legal, regulatory, and administrative action. We can offer no assurance as to when, or if, we will receive any payments with respect to these claims.
In addition to tariffs, the U.S. government has considered, and is expected to continue to consider, other proposals for substantial changes to its trade and tax policies, which could include import restrictions, changes to or withdrawal from existing trade agreements, and border-adjustment taxes, among other possible measures. Material changes in these policies could increase our tax obligations, require us to source materials from different regions, or increase prices to customers, which could adversely affect sales. Any significant change in U.S. trade or tax policy related to imported products could have a material adverse effect on our business and financial results.
II-1
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) |
|
|
||||
November 3, 2025 to December 7, 2025 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
$ |
3,248,094 |
|
|
December 8, 2025 to January 4, 2026 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
$ |
3,248,094 |
|
|
January 5, 2026 to February 1, 2026 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
$ |
3,248,094 |
|
|
Total |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
$ |
3,248,094 |
|
|
Item 5. Other Information
During the three months ended February 1, 2026, none of the company's directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934)
II-2
Item 6. Exhibits
The following exhibits are submitted as part of this report.
10.1 Fourth Amendment to the Second Amended and Restated Credit Agreement, dated as of November 4, 2025, by and among Culp, Inc., as Borrower, Read Window Products, LLC and Culp Fabrics Global, LLC, as Guarantors, and Wells Fargo Bank, National Association, as Lender.
31.1 Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a).
31.2 Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a).
32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350.
32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.
101.INS Inline XBRL Instance Document
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
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-3
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. (Registrant) |
|
|
|
|
|
Date: March 13, 2026 |
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/s/ Kenneth R. Bowling |
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Kenneth R. Bowling |
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Executive Vice President and Chief Financial Officer |
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(Authorized to sign on behalf of the registrant and also signing as principal financial officer and principal accounting officer) |
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II-4
