美國
證券交易委員會
華盛頓特區 20549

表單 8-K

當前報告

根據1934年證券交易所法案第13或15(d)條的規定

Culp, Inc.

(註冊人名稱如章程所示)

(如果自上次報告以來更改的前名稱或前地址)

如果8-K表格的提交意圖同時滿足註冊人根據以下任何條款的提交義務，請在下面勾選適當的框。

根據法案第12(b)節註冊的證券：

請勾選以下選項，表明您是依據《證券法》第1933號法案規定的 新興成長型企業（本章第§230.405條）或依據《證券交易法》第1934號法案規定的規則120億.2（本章第§240.12億.2條）。

成長型企業 ☐

如果是新興成長型企業，請勾選複選標記，表明註冊者已選擇不使用延長過渡期來符合根據證券交易法第13(a)條規定提供的任何新財務會計準則。 ☐

本報告及其附帶的附錄包含根據聯邦證券法，包括1995年的私人證券訴訟改革法（1933年證券法第27A條和1934年證券交易法第21E條）的定義的「前瞻性陳述」。此類陳述本質上面臨風險和不確定性，可能導致實際事件和結果與此類陳述有重大差異。前瞻性陳述是包含對未來事件或結果的預測、期望或信念的陳述，或以其他方式不是歷史事實的陳述。此類陳述通常但不總是以「期望」、「相信」、「將」、「可能」、「應該」、「能夠」、「潛在」、「繼續」、「目標」、「預測」、「尋求」、「預期」、「估計」、「打算」、「計劃」、「項目」等限定詞及其衍生形式來表徵，包括但不限於關於我們未來運營、戰略舉措和計劃、重組行動、生產水平、新產品發佈、銷售、利潤率、盈利能力、營業（虧損）收入、資本支出、營運資金水平、成本節約（包括但不限於預期的重組行動帶來的成本節約）、所得稅、銷售及一般管理費用或其他費用、稅前（虧損）收入、收益、現金流以及其他績效或流動性指標的陳述，以及關於分紅、股票回購、流動性、現金使用和現金需求、期末現金餘額和現金狀況、借款能力、投資、潛在收購、現金及非現金重組和與重組相關的費用、開支和/或信用、與重組相關的資產處置的淨收益、未來經濟或行業趨勢、公共衛生流行病或未來發展的任何陳述。我們不能保證我們將實現這些期望或滿足我們的指導，或者這些信念將被證明是正確的。

可能影響這些聲明中討論事項的因素包括住房開工和現有房屋銷售的水平、消費者信心、可支配收入的趨勢以及一般經濟狀況。這些經濟因數的下降可能對我們的業務和前景產生負面影響。同樣，利率的上升，尤其是家庭抵押貸款利率的上升，以及消費者債務或一般通貨膨脹率的上升，都可能對我們產生不利影響。我們業務的未來表現在一定程度上取決於我們成功進行和完成收購談判，以及將收購的業務整合到我們現有的運營中。消費者對我們未生產的產品的口味或偏好的變化可能會削弱對我們產品的需求。關稅或貿易政策的變化，包括美國貿易執法優先事項的變化，或美元與其他貨幣的匯率變化，可能會影響我們的財務結果，因爲我們一部分業務位於美國以外。美元兌其他貨幣的升值可能使我們的產品在美國以外的市場上定價競爭力下降，而加拿大和中國貨幣的升值可能對我們在這些地區生產的產品銷售產生負面影響。此外，由於我們的海外業務使用美元作爲其功能貨幣，這些業務的當地貨幣與美元之間的匯率變化可能會影響我們從這些海外業務報告的利潤。此外，國際地區的經濟或政治不穩定可能會影響我們在這些地區的運營或貨源，以及我們在國際市場上產品的需求。公共衛生流行病對員工、客戶、供應商和全球經濟的影響，例如最近的冠狀病毒疫情，可能也會對我們的運營和財務表現產生不利影響。此外，潛在資產減值的影響，包括對物業、工廠和設備、庫存或無形資產的減值，以及應用於我們淨遞延所得稅資產的評估準備的影響，可能會影響我們的財務結果。運費、勞動力成本和原材料價格的上升，包括石化產品市場價格的上升，也可能顯著影響我們在交通、勞動力和原材料上支付的價格，進而增加我們的運營成本並減少我們的盈利能力。另外，我們與可靠合作伙伴多樣化供應鏈以有效服務於我們的全球平台的成功與否，也可能影響我們的運營並對我們的財務結果造成不利影響。最後，我們業務的未來表現還取決於我們成功重組我們的牀墊面料業務並使其恢復盈利的能力。有關這些因素的更多信息，以及其他可能影響我們未來運營或財務結果和前瞻性聲明中討論事項的因素，包括在我們最近向證券交易委員會提交的10-K和10-Q報告中的第1A項「風險因素」。

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 and the exhibits attached hereto as anticipated, believed, estimated, expected, intended, planned or projected. The forward-looking statements included in this report and the exhibits attached hereto are made only as of the date of 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.

Item 2.02 – Results of Operations and Financial Condition

On December 4, 2024, we issued a news release to announce our financial results for our second quarter ended October 27, 2024. A copy of the news release is attached hereto as Exhibit 99.1.

The information set forth in this Item 2.02 of this Current Report, and in Exhibit 99.1, is intended to be “furnished” under Item 2.02 of Form 8-K. Such information shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

The news release contains adjusted income statement information for the three and six month periods ending October 27, 2024, and October 29, 2023, respectively, which disclose adjusted loss from operations, a non-U.S. GAAP performance measure that eliminates items which are not expected to occur on a recurring or regular basis. For the three and six month periods ending October 27, 2024, these items include, as applicable for the period presented, restructuring related charges and restructuring expense associated with the gradual discontinuation of the mattress fabrics manufacturing operations in Quebec, Canada, the process of selling the facility located in Quebec, Canada, and the relocation of certain equipment from Quebec, Canada, to Stokesdale, North Carolina; restructuring expense associated with consolidation of the mattress fabrics sewn cover operation in Haiti from two buildings into one building; and restructuring expense associated with the rationalization of the upholstery fabrics finishing operation located in Shanghai, China. For the three and six month period ending October 29, 2023, these items include, as applicable for the period presented, a restructuring-related credit, restructuring related charges, and restructuring expense associated with the discontinued production of cut and sewn upholstery kits in Ouanaminthe, Haiti. The company has included this adjusted information in order to show operational performance excluding the effects of items not expected to occur on a recurring or regular basis. Details of these calculations and a reconciliation to information from our U.S. GAAP financial statements are set forth in the news release. Management believes this presentation aids in the comparison of financial results among comparable financial periods. Management uses adjusted income statement information in evaluating the financial performance of our overall operations and business segments. Also, adjusted income statement information is used as a performance measure in our incentive-based executive compensation program. We note, however, that this adjusted income statement information should not be viewed in isolation or as a substitute for loss from operations calculated in accordance with U.S. GAAP.

The news release contains disclosures about our net cash, which is a non-U.S. GAAP liquidity measure that we define as cash and cash equivalents (which we sometimes refer to as “cash”) plus investments that are available to fund operations minus the total amount of outstanding borrowings under our lines of credit or other debt instruments. Details of these calculations and a reconciliation to information from our U.S. GAAP financial statements are set forth in the news release. We believe this non-GAAP measure is useful to investors as it provides a way to compare our cash position across periods on a consistent basis, regardless of the impact of financing activities. Net cash should not be viewed in isolation by investors and should not be used as a substitute for GAAP measures of liquidity.

The news release contains disclosures about free cash flow, a non-U.S. GAAP liquidity measure that we define as net cash (used in) provided by operating activities, less cash capital expenditures and any payments on vendor-financed capital expenditures, plus any proceeds from sale of property, plant, and equipment, plus proceeds from note receivable, plus proceeds from the sale of investments associated with our rabbi trust, less the purchase of investments associated with our rabbi trust, and plus or minus the effects of foreign currency exchange rate changes on cash and cash equivalents, in each case to the extent any such amount is incurred during the period presented. Details of these calculations and a reconciliation to information from our U.S. GAAP financial statements are set forth in the news release. Management believes the disclosure of free cash flow provides useful information to investors because it measures our available cash flow for potential debt repayment, stock repurchases, dividends, additions to cash and investments, or other corporate purposes. We note, however, that not all of the company’s free cash flow is available for discretionary spending, as we may have mandatory debt payments and other cash requirements that must be deducted from our cash available for future use. In operating our business, management uses free cash flow to make decisions about what commitments of cash to make for operations, such as capital expenditures (and possible financing arrangements for these expenditures), purchases of inventory or supplies, SG&A expenditure levels, compensation, and other commitments of cash, while still allowing for adequate cash to meet known future commitments for cash, such as debt repayment, and also for making decisions about dividend payments and share repurchases.

The news release contains disclosures about our Adjusted EBITDA, which is a non-U.S. GAAP performance measure that reflects net (loss) income excluding income tax expense (benefit), net interest income, and restructuring expense or credit and restructuring related charges or credits, as well as depreciation and amortization expense, and stock-based compensation expense. This measure also excludes other non-recurring charges and credits associated with our

business, if and to the extent any such amount is incurred during the period presented. Details of these calculations and a reconciliation to information from our U.S. GAAP financial statements are set forth in the news release. We believe presentation of Adjusted EBITDA is useful to investors because earnings before interest income and expense, income taxes, depreciation and amortization, and similar performance measures that exclude certain charges from earnings, are often used by investors and financial analysts in evaluating and comparing companies in our industry. We note, however, that such measures are not defined uniformly by various companies, with differing expenses being excluded from net income to calculate these performance measures. For this reason, Adjusted EBITDA should not be viewed in isolation by investors and should not be used as a substitute for net income (loss) calculated in accordance with GAAP, nor should it be used for direct comparisons with similarly titled performance measures reported by other companies. Use of Adjusted EBITDA as an analytical tool has limitations in that this measure does not reflect all expenses that are necessary to fund and operate our business, including funds required to pay taxes, service our debt, and fund capital expenditures, among others. Management uses Adjusted EBITDA to help it analyze the company’s earnings and operating performance, by excluding the effects of expenses that depend upon capital structure and debt level, tax provisions, and non-cash items such as depreciation, amortization and stock-based compensation expense that do not require immediate uses of cash.

The news release contains disclosures about return on capital employed for both the entire company and for individual business segments. We define return on capital employed as adjusted operating income (loss) (measured on a trailing twelve-month basis) divided by average capital employed (excluding intangible assets related to acquisitions at the divisional level only). Adjusted operating income (loss) excludes certain charges or credits that are not expected to occur on a recurring or regular basis, if applicable for the period presented. Average capital employed is calculated over rolling five fiscal periods, depending on which quarter is being presented. Details of these calculations and a reconciliation to information from our U.S. GAAP financial statements are set forth in the news release. We believe return on capital employed is an accepted measure of earnings efficiency in relation to capital employed, but it is a non-U.S. GAAP performance measure that is not defined or calculated in the same manner by all companies. This measure should not be considered in isolation or as an alternative to net income (loss) or other performance measures, but we believe it provides useful information to investors by comparing the adjusted operating income (loss) we produce to the net asset base used to generate that income (loss). Also, adjusted operating income (loss) on a trailing twelve-months basis does not necessarily indicate results that would be expected for the full fiscal year or for the following twelve months. We note that, particularly for return on capital employed measured at the segment level, not all assets and expenses are allocated to our operating segments, and there are assets and expenses at the corporate (unallocated) level that may provide support to a segment’s operations and yet are not included in the assets and expenses used to calculate that segment’s return on capital. Thus, the average return on capital employed for the company’s segments will generally be different from the company’s overall return on capital employed. Management uses return on capital employed to evaluate the company’s earnings efficiency and the relative performance of its segments.

Item 7.01 Regulation FD Disclosure

On December 4, 2024, we posted a restructuring presentation to our website at https://culpinc.gcs-web.com/ (the "Restructuring Presentation"). A copy of the Restructuring Presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference. We expect to use the Restructuring Presentation from time to time, in whole or in part, and possibly with modifications, in connection with presentations to investors, analysts, and others.

The information contained in the Restructuring Presentation is summary information that should be considered within the context of the company's filings with the Securities and Exchange Commission ("SEC") and other public announcements the company may make by press release or otherwise from time to time. The Restructuring Presentation speaks only as of the date of this Current Report on Form 8-K. We undertake no duty or obligation to publicly update or revise the information contained in the Restructuring Presentation, including, without limitation, any targets, estimates, goals, or other forward-looking statements, although we may do so from time to time. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases, or through other public disclosure.

The Restructuring Presentation contains statements intended as "forward-looking statements" that are subject to the cautionary statements about forward-looking statements set forth on page 2 of the Restructuring Presentation. By furnishing the information contained in this Current Report on Form 8-K, including Exhibit 99.2, we make no admission as to the materiality of any such information.

The information in this Current Report on Form 8-K, including Exhibit 99.2, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such filing.

Item 9.01 (d) – Exhibits

EXHIBIT INDEX

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, hereunto duly authorized.

Dated December 4, 2024