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
TABLE OF CONTENTS
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Page No.
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Report of Independent Registered Public Accounting Firm
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1
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Financial Statements
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Statements of Net Assets Available for Benefits
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2
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Statements of Changes in Net Assets Available for Benefits
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3
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Notes to Financial Statements
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4-8
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Supplemental Information
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Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
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9
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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 (the "Plan") as of December 31, 2016 and 2015 and the related statements of changes in net assets available for benefits for the years ended December 31, 2016, 2015, and 2014. These financial statements are the responsibility of the Plan’s management. 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. The Plan is not required to have, nor were we engaged to perform, an audit of the Plan’s internal control over financial reporting. Our audits 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 benefits of the Plan as of December 31, 2016 and 2015 and the changes in its net assets available for benefits for the years ended December 31, 2016, 2015, and 2014, in conformity with accounting principles generally accepted in the United States of America.
The supplemental information in the accompanying schedule of assets (held at end of year) as of December 31, 2016, has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is presented for the purpose of additional analysis and is not a required part of the financial statements, but includes information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information in the accompanying schedule, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information in the accompanying schedule is fairly stated in all material respects in relation to the financial statements taken as a whole.
/s/ Smith Leonard PLLC
High Point, NC
June 20, 2017
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CULP, INC. EMPLOYEES’ RETIREMENT BUILDER PLAN
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STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
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December 31, 2016 and 2015
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ASSETS
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2016
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2015
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Investments, at fair value (Note C)
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Registered investment companies
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$
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29,913,876
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$
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28,033,530
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Common and collective trust fund
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9,951,477
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8,565,248
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Culp, Inc. common stock
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3,128,884
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2,767,978
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Money market fund
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127,868
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123,138
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43,122,105
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39,489,894
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Receivables
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Employer contributions
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27,964
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28,268
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Participant contributions
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52,631
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59,984
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80,595
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88,252
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NET ASSETS AVAILABLE
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FOR BENEFITS
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$
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43,202,700
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$
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39,578,146
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See accompanying notes to the financial statements.
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CULP, INC. EMPLOYEES’ RETIREMENT BUILDER PLAN
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STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
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Years Ended December 31, 2016, 2015 and 2014
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2016
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2015
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2014
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CHANGES IN NET ASSETS ATTRIBUTED TO :
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Investment income
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Net appreciation (depreciation) in fair value
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of investments
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$
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2,230,030
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$
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(1,009,681
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)
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$
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636,651
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Interest and dividends
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1,072,130
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1,614,975
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1,471,573
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Total investment income
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3,302,160
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605,294
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2,108,224
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Contributions
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Employer
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915,937
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845,755
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760,439
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Participant
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1,565,096
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1,509,090
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1,322,568
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Direct rollovers
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18,522
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135,665
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142,087
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Total contributions
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2,499,555
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2,490,510
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2,225,094
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Benefits paid to participants
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2,177,161
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1,249,309
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1,181,870
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NET INCREASE
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3,624,554
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1,846,495
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3,151,448
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NET ASSETS AVAILABLE
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FOR BENEFITS
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Beginning of year
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39,578,146
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37,731,651
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34,580,203
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End of year
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$
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43,202,700
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$
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39,578,146
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$
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37,731,651
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See accompanying notes to the financial statements.
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CULP, INC. EMPLOYEES’ RETIREMENT BUILDER PLAN
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NOTES TO FINANCIAL STATEMENTS
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DECEMBER 31, 2016, 2015 AND 2014
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NOTE A - DESCRIPTION OF PLAN
The following description of the Culp, Inc. Employees’ Retirement Builder Plan (the “Plan”) provides only general information. Participants should refer to the summary plan description for a more complete description of the Plan’s provisions.
General
The Plan is a defined contribution plan covering all full-time employees of Culp, Inc. and its subsidiaries (the “Company”) who have three months of continuous service and are at least 21 years of age. Employees who elect to participate in the Plan may do so in the next available payroll period. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).
Contributions
Each year, participants may contribute compensation, as defined in the Plan document, subject to certain Internal Revenue Code (“IRC”) limitations. Participants who have attained age 50 before the end of the Plan year are eligible to make catch-up contributions. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans. Participants direct the investment of their contributions into various investment options offered by the Plan. The Plan currently offers various registered investment company funds, one common and collective trust fund, and Culp, Inc. common stock as investment options for participants. The Company makes matching 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 qualifies under safe harbor provisions. An employee who is eligible to participate in the Plan, but does not either affirmatively elect to decline participation or designate a specified amount to be contributed to the Plan, is required to have their compensation reduced by 2%, which is in turn contributed into the Plan’s Moderate Allocation Fund.
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, 2016, 2015 or 2014.
Participant Accounts
Each participant’s account is credited with the participant’s contributions and Company matching contributions, as well as allocations of (a) the Company’s profit sharing contributions 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 own voluntary contributions and the Company’s matching contributions plus actual earnings thereon.
Notes Receivable from Participants
Notes receivable from participants are not permitted by the Plan.
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CULP, INC. EMPLOYEES’ RETIREMENT BUILDER PLAN
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NOTES TO FINANCIAL STATEMENTS
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DECEMBER 31, 2016, 2015 AND 2014
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Payment of Benefits
Upon termination of service due to death, disability, retirement, or other reasons as defined by the Plan, participants receive a lump-sum distribution equal to the value of the participant’s vested interest in the Plan. In-service distributions may be made to participants who have reached age 59 1/2. Withdrawals from the Plan may also be made upon circumstances of financial hardship, in accordance with provisions specified by the Plan.
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The financial statements of the Plan are prepared under the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America.
Investment Valuation and Income Recognition
The Plan’s investments are stated at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation or depreciation includes the Plan's gains and losses on investments bought and sold as well as held during the year.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and changes therein, and disclosures. Actual results could differ from those estimates.
Payment of Benefits
Benefits are recorded when paid.
Subsequent Events
The Company has evaluated the effects subsequent events would have on the financial statements through June 20, 2017, which is the date the financial statements were available to be issued. No issues were noted which would impact the financial statements.
NOTE C - FAIR VALUE MEASUREMENTS
The FASB issued a statement that defines fair value and establishes a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted market prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of fair value hierarchy are described as follows:
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CULP, INC. EMPLOYEES’ RETIREMENT BUILDER PLAN
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NOTES TO FINANCIAL STATEMENTS
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DECEMBER 31, 2016, 2015 AND 2014
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Level 1 - Inputs to the valuation methodology are quoted prices available in active markets for identical investments as of the reporting date;
Level 2 - Inputs to the valuation methodology are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value can be determined through the use of models or other valuation methodologies; and
Level 3 - Inputs to the valuation methodology are unobservable inputs in situations where there is little or no market activity for the asset or liability and the reporting entity makes estimates and assumptions related to the pricing of the asset or liability including assumptions regarding risk.
A financial instrument's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The following is a description of the valuation methodologies used for instruments measured at fair value, including the general classification of such instruments pursuant to the valuation hierarchy. There have been no changes in the methodologies used at December 31, 2016 and 2015.
Registered Investment Companies
These investments are public investment vehicles valued using the net asset value (“NAV”) provided by the administrator of the fund. The NAV is based on the value of the underlying assets owned by the fund, minus its liabilities, and then divided by the number of shares outstanding. The NAV is a quoted price in an active market and classified within Level 1 of the valuation hierarchy.
Common and Collective Trust Fund
This investment is valued using the NAV as a practical expedient, and is not classified in the fair value hierarchy. There are no participant redemption restrictions for this investment; the redemption notice period is applicable only to the Plan.
The following tables present information for which the NAV per share practical expedient was used:
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December 31, 2016
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Description
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Fair Value
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Stable Value Trust Fund (Class III)
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$
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9,951,477
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N/A
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Daily
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24 months
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December 31, 2015
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Description
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Fair Value
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Stable Value Trust Fund (Class V)
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$
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8,565,248
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N/A
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Daily
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24 months
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CULP, INC. EMPLOYEES’ RETIREMENT BUILDER PLAN
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NOTES TO FINANCIAL STATEMENTS
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DECEMBER 31, 2016, 2015 AND 2014
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Culp, Inc. Common Stock
This investment is valued at the closing price reported on the active market in which the individual security is traded. This investment is classified within Level 1 of the valuation hierarchy.
The Plan held 84,223 and 108,676 shares of the Company’s common stock at December 31, 2016 and 2015, respectively. The cost basis of these shares of the Company’s common stock was $673,030 and $804,290 at December 31, 2016 and 2015, respectively.
Money Market Fund
This investment is a public investment vehicle valued using $1 for the NAV. The money market fund is classified within Level 2 of the valuation hierarchy.
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
The following tables present information about assets and liabilities measured at fair value on a recurring basis:
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Fair Value Measurements at December 31, 2016 using:
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Quoted Prices in
Active Markets
for Identical
Assets
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Significant other
Observable Inputs
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Significant
Unobservable
Inputs
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Description
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Level 1
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Level 2
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Level 3
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Total
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Investments at fair value:
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Registered investment companies
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$
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29,913,876
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$
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-
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$
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-
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$
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29,913,876
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Culp, Inc. common stock
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3,128,884
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-
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-
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3,128,884
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Money market fund
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-
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127,868
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|
-
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127,868
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Total investments in the fair value
hierarchy
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$
|
33,042,760
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$
|
127,868
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$
|
-
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|
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|
33,170,628
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|
|
|
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|
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Investments at net asset value:
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common and collective trust fund
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,951,477
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments at fair value
|
|
|
|
|
|
|
|
|
|
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|
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$
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43,122,105
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|
|
CULP, INC. EMPLOYEES’ RETIREMENT BUILDER PLAN
|
|
NOTES TO FINANCIAL STATEMENTS
|
|
DECEMBER 31, 2016, 2015 AND 2014
|
|
Fair Value Measurements at December 31, 2015 using:
|
|
|
|
Quoted Prices in
Active Markets
for Identical
Assets
|
|
Significant other
Observable Inputs
|
|
Significant
Unobservable
Inputs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Description
|
Level 1
|
|
Level 2
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|
Level 3
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|
Total
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|
|
|
|
|
|
|
|
|
|
|
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Investments at fair value:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Registered investment companies
|
|
$
|
28,033,530
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
28,033,530
|
|
|
Culp, Inc. common stock
|
|
|
2,767,978
|
|
|
|
-
|
|
|
|
-
|
|
|
|
2,767,978
|
|
|
Money market fund
|
|
|
-
|
|
|
|
123,138
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|
|
|
-
|
|
|
|
123,138
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments in the fair value
hierarchy
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
$
|
30,801,508
|
|
|
$
|
123,138
|
|
|
$
|
-
|
|
|
|
30,924,646
|
|
|
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|
|
|
|
|
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|
|
|
|
|
|
|
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|
|
Investments at net asset value:
|
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|
|
|
|
|
|
|
|
|
|
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|
|
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|
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|
|
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|
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|
|
|
|
|
|
Common and collective trust fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,565,248
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments at fair value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
39,489,894
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|
NOTE D - EXEMPT PARTY-IN-INTEREST TRANSACTIONS
Plan investments include shares of the Company’s common stock. Transactions in the Company’s common stock also 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
Effective January 1, 2013, the Plan adopted a prototype plan document sponsored by an affiliate of the Plan’s trustee. The Internal Revenue Service has determined and informed the Plan’s trustee by a letter dated March 31, 2014, that the Plan is designed and in compliance with the applicable requirements of the IRC. The Plan administrator and the Plan’s tax counsel believe that the Plan is designed and currently being operated in compliance with the applicable requirements of the IRC and, therefore, believe that the Plan is qualified, and the related trust is tax-exempt.
NOTE G - RISKS AND UNCERTAINTIES
The Plan invests in various investment securities. Investment securities are exposed to various risks, such as interest rate, credit, and overall market volatility. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the participants’ account balances and the amounts reported in the Statements of Net Assets Available for Benefits.
SUPPLEMENTAL INFORMATION
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CULP, INC. EMPLOYEES’ RETIREMENT BUILDER PLAN
|
|
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
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EIN: 56-1001967
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PLAN NUMBER: 001
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December 31, 2016
|
|
(a)
|
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(b) Borrower, Lessor or Similar Party
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(c) Description of Investment
|
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(d) Cost **
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Current
(e) Value
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|
|
|
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Invesco Stable Value Trust Fund - Class III
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9,951,477 units
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-
|
|
$
|
9,951,477
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MFS Moderate Allocation Fund
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|
360,749 units
|
|
-
|
|
|
5,829,698
|
|
|
|
|
|
|
|
|
|
|
|
|
MFS Value Fund
|
|
145,453 units
|
|
-
|
|
|
5,243,580
|
|
|
|
|
|
|
|
|
|
|
|
|
MFS Total Return Fund
|
|
163,073 units
|
|
-
|
|
|
2,941,838
|
|
|
|
|
|
|
|
|
|
|
|
|
American Century Mid Cap Value Fund
|
|
144,825 units
|
|
-
|
|
|
2,489,533
|
|
|
|
|
|
|
|
|
|
|
|
|
Franklin Dynatech Fund
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|
49,188 units
|
|
-
|
|
|
2,349,714
|
|
|
|
|
|
|
|
|
|
|
|
|
MFS Growth Allocation Fund
|
|
128,396 units
|
|
-
|
|
|
2,325,256
|
|
|
|
|
|
|
|
|
|
|
|
|
Lord Abbett Developing Growth Fund
|
|
81,937 units
|
|
-
|
|
|
1,434,717
|
|
|
|
|
|
|
|
|
|
|
|
|
MFS International Diversification Fund
|
|
87,685 units
|
|
-
|
|
|
1,347,720
|
|
|
|
|
|
|
|
|
|
|
|
|
DWS RREEF Real Estate Securities Fund
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|
55,695 units
|
|
-
|
|
|
1,120,029
|
|
|
|
|
|
|
|
|
|
|
|
|
MFS Core Equity Fund
|
|
41,868 units
|
|
-
|
|
|
1,112,436
|
|
|
|
|
|
|
|
|
|
|
|
|
MFS Conservative Allocation Fund
|
|
66,302 units
|
|
-
|
|
|
968,669
|
|
|
|
|
|
|
|
|
|
|
|
|
Pioneer Bond Fund
|
|
75,506 units
|
|
-
|
|
|
726,363
|
|
|
|
|
|
|
|
|
|
|
|
|
MFS Bond Fund
|
|
51,013 units
|
|
-
|
|
|
701,430
|
|
|
|
|
|
|
|
|
|
|
|
|
MFS Aggressive Growth Allocation Fund
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|
35,508 units
|
|
-
|
|
|
694,540
|
|
|
|
|
|
|
|
|
|
|
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Lord Abbett Bond Debenture Fund
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|
79,338 units
|
|
-
|
|
|
628,353
|
|
|
|
|
|
|
|
|
|
|
|
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MFS Money Market Fund
|
|
127,868 units
|
|
-
|
|
|
127,868
|
|
|
|
|
|
|
|
|
|
|
*
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|
Culp, Inc. Common Stock
|
|
84,223 shares
|
|
-
|
|
|
3,128,884
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
43,122,105
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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*
|
|
Indicates party-in-interest.
|
|
|
|
|
|
|
|
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**
|
|
Cost information omitted for participant-directed investments.
|
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EXHIBIT INDEX
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Exhibit Number
|
|
Exhibit
|
|
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|
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23A
|
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Consent of Independent Registered Public
Accounting Firm in connection with the
registration statement of Culp, Inc. on Form
S-8 (File No. 33-13310).
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