-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H3BDMFmvGFReRJO4FwcuKeT8FyeWlaL4NMeoSBAmeplh0eqJHGbINMowm7mRTNSQ 5gYZz7NCQ5qljs+dGPFesw== 0001157523-07-006427.txt : 20070627 0001157523-07-006427.hdr.sgml : 20070627 20070627144140 ACCESSION NUMBER: 0001157523-07-006427 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061231 FILED AS OF DATE: 20070627 DATE AS OF CHANGE: 20070627 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CULP INC CENTRAL INDEX KEY: 0000723603 STANDARD INDUSTRIAL CLASSIFICATION: BROADWOVEN FABRIC MILLS, COTTON [2211] IRS NUMBER: 561001967 STATE OF INCORPORATION: NC FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12597 FILM NUMBER: 07943483 BUSINESS ADDRESS: STREET 1: 1823 EASTCHESTER DRIVE CITY: HIGH POINT STATE: NC ZIP: 27265 BUSINESS PHONE: 3368895161 MAIL ADDRESS: STREET 1: P O BOX 2686 CITY: HIGH POINT STATE: NC ZIP: 27265 11-K 1 a5432728.txt CULP, INC. 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 11-K Pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2006 COMMISSION FILE NO. 0-12781 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: - -------------------------------------------------------------------------------- CULP, INC. EMPLOYEES' RETIREMENT BUILDER PLAN - -------------------------------------------------------------------------------- B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: CULP, INC. 1823 EASTCHESTER DRIVE HIGH POINT, NORTH CAROLINA 27265 There were no material changes in the Plan or the Investment Policy of the Plan. Culp, Inc. has made no profit sharing contributions during the past five years. The number of participants in the Plan at December 31, 2006 was 814. The Retirement Committee administers the Plan, and its members are Kenneth M. Ludwig, Robert G. Culp, III, and Franklin N. Saxon, all employees of Culp, Inc. Financial Statements and Exhibits. ---------------------------------- (a) Financial Statements. A list of all financial statements filed as part of this report, beginning on page 1, is set forth below: Financial Statements Page of Report -------------------- -------------- Report of Independent Registered 1 Public Accounting Firm Statements of Net Assets Available 2 for Plan Benefits Statements of Changes in Net Assets 3 Available for Plan Benefits Notes to Financial Statements 4 Schedule of Assets (Held at End of Year) 7 (b) Exhibit ------- Exhibit 23 - Consent of Independent Registered Public Accounting Firm SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the plan administrator has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. CULP, INC. EMPLOYEES' RETIREMENT BUILDER PLAN By: Culp, Inc., Plan Administrator By: The Culp, Inc. Retirement Committee Date: June 27, 2007 /s/ Franklin N. Saxon --------------------- Franklin N. Saxon /s/ Robert G. Culp, III ----------------------- Robert G. Culp, III /s/ Kenneth M. Ludwig --------------------- Kenneth M. Ludwig | Culp, Inc. Employees' | | Retirement Builder Plan | | | | Financial Statements and | | Supplemental Information | | | | As of December 31, 2006 and 2005 and for the | | Years Ended December 31, 2006, 2005 and 2004 | Culp, Inc. Employees' Retirement Builder Plan - -------------------------------------------------------------------------------- TABLE OF CONTENTS Page No. Report of Independent Registered Public Accounting Firm............... 1 Financial Statements Statements of Net Assets Available for Benefits..................... 2 Statements of Changes in Net Assets Available for Benefits.......... 3 Notes to Financial Statements....................................... 4 Supplemental Schedule Schedule of Assets (Held at End of Year)............................ 7 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Retirement Committee of the Culp, Inc. Employees' Retirement Builder Plan High Point, North Carolina We have audited the accompanying statements of net assets available for benefits of the Culp, Inc. Employees' Retirement Builder Plan as of December 31, 2006 and 2005 and the related statements of changes in net assets available for benefits for the years ended December 31, 2006, 2005 and 2004. These financial statements are the responsibility of the Plan Administrator. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan's internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Culp, Inc. Employees' Retirement Builder Plan as of December 31, 2006 and 2005 and the changes in its net assets available for plan benefits for the years ended December 31, 2006, 2005 and 2004 in conformity with accounting principles generally accepted in the United States of America. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) at December 31, 2006 is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated, in all material respects, in relation to the basic financial statements taken as a whole. /s/ Dixon Hughes PLLC June 15, 2007 High Point, NC Page 1 CULP, INC. EMPLOYEES' RETIREMENT BUILDER PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS December 31, 2006 and 2005 - --------------------------------------------------------------------------------------------------------- ASSETS 2006 2005 ------------------- ------------------ Investments, at fair value (Note C) $28,659,011 $33,977,234 ------------------- ------------------ Receivables Employer contributions 52,992 84,978 Participant contributions 90,394 136,915 ------------------- ------------------ 143,386 221,893 ------------------- ------------------ NET ASSETS AVAILABLE FOR BENEFITS $28,802,397 $34,199,127 =================== ==================
See accompanying notes to the financial statements. Page 2 CULP, INC. EMPLOYEES' RETIREMENT BUILDER PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS Years Ended December 31, 2006, 2005 and 2004 - ------------------------------------------------------------------------------------------------------------ 2006 2005 2004 --------------- --------------- --------------- ADDITIONS TO NET ASSETS ATTRIBUTED TO Investment income Net appreciation in fair value of investments (Note C) $ 3,066,735 $ 1,139,654 $ 1,611,260 Contributions Employer 792,110 1,179,177 1,514,034 Participant 1,391,325 1,981,037 2,483,379 Direct rollovers - - 13,736 --------------- --------------- --------------- TOTAL ADDITIONS 5,250,170 4,299,868 5,622,409 DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO Benefits paid to participants 10,646,900 10,563,653 3,681,855 --------------- --------------- --------------- NET (DECREASE) INCREASE (5,396,730) (6,263,785) 1,940,554 NET ASSETS AVAILABLE FOR BENEFITS Beginning of year 34,199,127 40,462,912 38,522,358 --------------- --------------- --------------- END OF YEAR $ 28,802,397 $ 34,199,127 $ 40,462,912 =============== =============== ===============
See accompanying notes to the financial statements. Page 3 CULP, INC. EMPLOYEES' RETIREMENT BUILDER PLAN NOTES TO FINANCIAL STATEMENTS December 31, 2006, 2005 and 2004 - -------------------------------------------------------------------------------- NOTE A - DESCRIPTION OF PLAN The following description of the Culp, Inc. Employees' Retirement Builder Plan (the "Plan") provides only general information. Participants should refer to the summary plan description for a more complete description of the Plan's provisions. General - ------- The Plan is a defined contribution plan covering all full-time employees of Culp, Inc. and its subsidiaries (the "Company") who have one year of service and are age twenty-one or older. Employees who have met the length of service requirement and elect to participate in the Plan may do so on January 1 or July 1. Effective January 1, 2007, the service requirement was reduced to three months of service for entry into the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). Contributions - ------------- Each year, participants may contribute from 2% of pretax annual compensation up to the maximum allowable amount, as defined in the Plan. Participants who have attained age 50 before the end of the Plan year are eligible to make catch-up contributions. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contributions plans. Participants direct the investment of their contributions into various investment options offered by the Plan. The Plan currently offers twelve mutual funds, one common trust fund, and Culp stock as investment options for participants. The Company makes matching contributions equal to 100% of the participant's contribution up to the first 3% of annual compensation plus 50% of the next 2% of compensation contributed to the plan which qualify under safe harbor provisions. Additional profit sharing amounts may be contributed at the option of the Company. No profit-sharing contributions were made during the years ended December 31, 2006, 2005 or 2004. Contributions are subject to certain limitations. Participant Accounts - -------------------- Each participant's account is credited with the participant's contribution and an allocation of (a) the Company's contribution and (b) Plan earnings. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account. Vesting - ------- Participants are immediately vested in their profit-sharing accounts and their 401(k) contributions, including the matching contributions from the Company and actual earnings thereon. Payment of Benefits - ------------------- On termination of service due to death, disability, retirement, or other reasons, participants receive a lump-sum distribution equal to the value of the participant's vested interest in the Plan. Page 4 CULP, INC. EMPLOYEES' RETIREMENT BUILDER PLAN NOTES TO FINANCIAL STATEMENTS December 31, 2006, 2005 and 2004 - -------------------------------------------------------------------------------- NOTE B - SUMMARY OF ACCOUNTING POLICIES Use of Estimates - ---------------- The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. Valuation of Investments and Income Recognition - ----------------------------------------------- The Plan's investments are stated at fair value. Quoted market prices are used to value investments. Shares of mutual funds are valued at the net asset value of shares held by the Plan at year-end. Investments in the common trust fund are valued at unit values of the respective funds. Purchases and sales of investments are reported on a trade date basis. Income from investments is reported as earned on the accrual basis. Payment of Benefits - ------------------- Benefits are recorded when paid. NOTE C - INVESTMENTS The following presents investments that represent 5% or more of the Plan's net assets. 2006 2005 ----------- ------------ Investments at fair value as determined by quoted market price: Common trust fund: MFS Fixed Fund * $ 9,581,273 $ 13,697,853 Registered investment company funds: MFS Value Fund * 4,616,195 4,991,591 MFS Total Return Fund * 3,667,498 4,368,528 MFS Core Growth Fund * 2,694,632 3,282,143 MFS International Diversification Fund * 1,653,616 - JP Morgan U.S. Real Estate Fund 1,528,317 - * Indicates party-in-interest Page 5 CULP, INC. EMPLOYEES' RETIREMENT BUILDER PLAN NOTES TO FINANCIAL STATEMENTS December 31, 2006, 2005 and 2004 - -------------------------------------------------------------------------------- NOTE C - INVESTMENTS (Continued) The Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in value as follows: 2006 2005 2004 --------- ---------- ---------- Common and collective trust funds $ 398,816 $ 543,608 $ 526,547 Registered investment company funds 2,577,285 1,190,881 2,377,354 Culp, Inc. common stock * 90,634 (594,835) (1,292,641) --------- ----------- ----------- $3,066,735 $1,139,654 $1,611,260 ========== ========== ========== * Indicates party-in-interest. NOTE D - PARTY-IN-INTEREST TRANSACTIONS Certain Plan investments are shares of common and collective trust funds and registered investment companies managed by MFS Investment Management. MFS Investment Management is a trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest. Certain Plan investments are shares of the Company's common stock. These transactions qualify as party-in-interest. NOTE E - PLAN TERMINATION Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. NOTE F - TAX STATUS The Internal Revenue Service has determined and informed the Company by a letter November 4, 2002, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code. Although the Plan has been amended since receiving the determination letter, the Plan administrator and the Plan's tax counsel believe that the Plan is designed and currently being operated in compliance with the applicable requirements of the Internal Revenue Code. NOTE G - RISKS AND UNCERTAINTIES The Plan invests in various investment instruments. Investment securities are exposed to various risks, such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that changes could materially affect the participants' account balances and the amounts reported in the statement of net assets available for benefits. Page 6 SUPPLEMENTAL INFORMATION CULP, INC. EMPLOYEES' RETIREMENT BUILDER PLAN SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR) EIN: 56-1001967 PLAN NUMBER 001 December 31, 2006 - ------------------------------------------------------------------------------------------------------------- (e) Current (a) (b) Identity of Issuer (c) Description of Investment (d) Cost ** Value - ------- --------------------------------- ----------------------------- -------------- ------------- * MFS Fixed Fund 9,581,273 units - $9,581,273 * MFS Value Fund 172,439 units - 4,616,195 * MFS Total Return Fund 226,669 units - 3,667,498 * MFS Core Growth Fund 142,649 units - 2,694,632 * MFS International Diversification Fund 106,069 units - 1,653,616 JP Morgan United States Real Estate Fund 67,565 units - 1,528,317 Oppenheimer Main St. Small Cap Fund 49,009 units - 1,083,580 Federated Kaufman Fund 169,808 units - 961,114 Calvert Income Fund 49,234 units - 825,650 * MFS New Endeavor Fund 54,539 units - 671,377 * MFS Growth Allocation Fund 4,394 units - 64,863 * MFS Aggressive Growth Allocation Fund 1,322 units - 20,603 * MFS Money Market Fund 50,018 units - 50,018 * Culp Inc. Common Stock 240,830 shares - 1,240,275 ------------- $28,659,011 ============= * Indicates party - in - interest ** Cost information omitted for participant-directed investments.
Page 7 EX-23 2 a5432728ex_1.txt EXHIBIT 23 EXHIBIT 23 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Retirement Committee of the Culp, Inc. Employees' Retirement Builder Plan High Point, North Carolina We consent to the incorporation by reference in the registration statement (No. 33-13310,) on Form S-8 of the Culp, Inc. Employees' Retirement Builder Plan of our report dated June 15, 2007 which report is included herein. /s/ Dixon Hughes PLLC High Point, North Carolina June 27, 2007 -----END PRIVACY-ENHANCED MESSAGE-----