SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended October 29, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to _____________
Commission file number 0-314
PULASKI FURNITURE CORPORATION
(Exact name of registrant as specified in its charter)
Virginia 54-0594965
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
P. O. Box 1371 24301
Pulaski, Virginia (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (703) 980-7330
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock
Preferred Stock Purchase Rights*
(Title of Class)
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 twelve 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. Yes [X] No _____
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K. [X]
Aggregate market value of the Common Stock held by non-affiliates
of the registrant as of December 15, 1995: $43,828,886.**
Number of shares of Common Stock outstanding as of December 15,
1995: 2,839,179.
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* On December 3, 1987 the Board of Directors of the registrant approved a
Rights Agreement pursuant to which a special dividend consisting of the
Preferred Stock Purchase Rights was distributed to the holders of record of the
registrant as of December 15, 1987.
** In determining this figure, the registrant has assumed that all of its
officers, directors and persons known to the registrant to be the beneficial
owners of more than five percent of the registrant's Common Stock are
affiliates. Such assumption shall not be deemed to be conclusive for any other
purpose. The aggregate market value has been computed based on the last sale
price for December 15, 1995, as reported by The Wall Street Journal.
DOCUMENTS INCORPORATED BY REFERENCE
1. Portions of Pulaski Furniture Corporation's 1995 Annual Report
to Security Holders are incorporated by reference into Parts
II and IV of this Form 10-K.
2. Portions of Pulaski Furniture Corporation's definitive Proxy Statement
for its 1996 Annual Meeting of Stockholders (filed with the Securities
and Exchange Commission pursuant to Regulation 14A under the Securities
Exchange Act of 1934) are incorporated by reference into Part III of
this Form 10-K.
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PART I
Item 1. Business
General
Since its organization in 1955, Pulaski Furniture Corporation (the
"Company") has engaged exclusively in the production and sale of furniture
products. The Company presently manufactures medium-priced wooden bedroom,
dining room and occasional furniture (in plants located in Pulaski, Dublin and
Martinsville, Virginia), grandfather, mantel and wall clocks (in its plant in
Ridgeway, Virginia), and higher-priced solid mahogany bedroom, dining room and
occasional furniture (in the Company's plant in Mebane, North Carolina). During
the 1990 fiscal year, the Company entered the upholstery business, which it
currently operates out of a leased portion of a building in Christiansburg,
Virginia. The Company's furniture is predominately in the traditional style.
Furniture and clock styles are periodically updated, revised or discontinued by
the Company in anticipation of the April and October markets in High Point,
North Carolina. Also, the Company imports some specialized furniture items and
furniture parts. The Company currently anticipates that its demand for these
imports will increase in the future as some of the Company's product lines
utilizing these imports mature.
Over the course of the past several years the Company has increased
substantially its production capacity, which has permitted increased sales when
market conditions are favorable. This has resulted in a significant increase in
the overall size of the Company. In 1973, the Company began operating its plant
in Dublin and completed a renovation of the Pulaski plant. In 1975, the Company
completed an expansion and renovation of the Martinsville plant. The Company
acquired substantially all of the assets of Coleman Furniture Corporation in
1983. In 1985, the Company completed the renovation of a portion of the former
Coleman plant and the construction of a new facility connecting the former
Coleman plant to the existing Pulaski facility. Also, in 1985, the Company
acquired Gravely Furniture Company, Incorporated (currently, Ridgeway Clock
Company) of Ridgeway, Virginia. Ridgeway Clock Company manufactures grandfather,
mantel and wall clocks. In 1988, the Company completed construction of a new
finishing plant located at its Pulaski facilities. Also in 1988, the Company
acquired Craftique, Inc. with manufacturing facilities located in Mebane and
Durham, North Carolina. In 1994, the Company completed an expansion of its
Pulaski operations by construction of a new manufacturing facility. The new
facility houses highly-automated production lines, which should provide the
Company with access to lower price points in the market. See Item 2--Properties.
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Materials
Lumber constitutes the principal material used by the Company in the
manufacturing of its furniture products. The Company also uses lumber in its
manufacturing of clock cases. The Company purchases lumber from sawmill
operators and lumber dealers. Clock components are purchased from various
domestic and foreign sources. Other materials essential to the Company's
manufacturing include veneers, finishing materials, chipcore, sandpaper, lumber
squares, fabric, glue, mirrors, hardware, glass, carvings, packing materials,
wooden frames for use in its upholstery business and other product supplies.
In 1983, the Company entered into a joint venture with three other
companies to form Triwood, Inc. to own and operate plant facilities in Henry
County, Virginia for the production of chipcore, an essential material used to
manufacture the Company's furniture products. Triwood, Inc. began operations
during 1985, and the Company entered into a firm purchase arrangement for
chipcore with Triwood, Inc. In 1995, the Company sold its interest in Triwood,
Inc. The Company's net investment in the venture, as of the end of the 1995
fiscal year, was approximately $1,172,014. The Company believes that chipcore
and all other required materials can be obtained from suppliers as needed.
Marketing and Promotion
Through a sales force of about 100 persons, including 55 regular
commission salesmen, the Company serves approximately 11,000 retail customers
located in all fifty states of the United States, the District of Columbia,
Puerto Rico, Canada, Mexico, Australia, New Zealand, the European Common Market
and parts of the Far East. The substantial majority of the Company's sales are
within the United States and its territories, however, the Company has
experienced growth in its international sales over the course of the last few
years. During the Company's fiscal years ended in 1995, 1994 and 1993, export
sales by the Company aggregated approximately $10,046,000, $8,770,000 and
$8,502,000, respectively.
The sales force for the Company's products, other than its Craftique
products, is organized into three geographical regions. A regional sales manager
is responsible for the Company's sales in each region, and the regional managers
report to the Vice President-Sales. The Company's Craftique products are sold
through a sales force responsible to a national sales manager for the division.
The national sales manager for the Craftique division reports to the Company's
Vice President-Sales. In addition, most of the Company's foreign export sales
are made through foreign representatives and distributors, who report to the
Company's regional export sales manager.
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The Company currently utilizes a small number of trademarks and
tradenames in connection with certain lines of the Company's products and a few
patents in connection with certain of its products. All trademarks, tradenames
and patents utilized by the Company either are owned by the Company or one of
its subsidiaries. From time to time, the Company may apply for the registration
of additional trademarks or the issuance of additional patents in connection
with its products.
The Company permits its sales personnel to spend part of their time
selling home furnishings (such as lines of accessories and lamps) manufactured
by other companies. These secondary products are considered complementary to,
and not competitive with, the Company's products. The Company's products are
distributed to customers by truck and rail facilities.
For the display of its products, the Company maintains permanent
showrooms at the International Home Furnishings Market in High Point, North
Carolina, the Tupelo Furniture Market in Tupelo, Mississippi and the San
Francisco Mart in San Francisco, California. The annual rentals for these
display facilities total approximately $338,626.
As of October 29, 1995, the Company's unfilled customers' orders for
furniture and clocks totalled approximately $26 million (compared with
approximately $27.7 million as of October 30, 1994). The decrease in the backlog
of unfilled orders since October 30, 1994 is primarily attributable to system
improvements allowing for prompter shipments. The backlog of unfilled orders is
valued at prices prevailing at the time the orders were taken. The Company
expects to fill all of the unfilled customer orders for the 1995 fiscal year
during the 1996 fiscal year.
Demand for the Company's furniture products generally is highest in the
period from September through January and lowest in June and August. Demand for
the Company's clock products is generally highest in the period from August
through December.
Competition
The business in which the Company is engaged is highly competitive with
several manufacturers competing for product acceptability in the retail market.
Competition within the markets for medium and higher-priced wooden bedroom,
dining room and occasional furniture and for clocks occurs principally in the
areas of style, quality and price. The Company has recently been successful
introducing new lines that were favorably received by the market. Although it is
difficult to compare manufacturers by size, the Company estimates that, based on
its 1995 net sales, the Company ranks among the 25 largest furniture
manufacturers in the United States.
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Employees
The Company employs approximately 2,200 persons on a full-time basis,
approximately 10% of whom are salaried and none of whom is represented by a
labor union. The Company considers its employee relations to be good.
Item 2. Properties
General
The Company owns all of its manufacturing and warehouse facilities,
except the portion of a facility in Christiansburg, Virginia, which houses the
Company's upholstery business, and warehouse space in Pulaski and Martinsville,
Virginia and in Mebane, North Carolina (each of which is rented on a monthly
basis). The Company's operating plants are well-maintained and include many
items of equipment and machinery of recent design. The Company believes that its
present operating plant capacity is sufficient to meet current and projected
future demand for its products.
Insurance is maintained against certain risks, including fire and
business interruption, and in such amounts as the Company deems desirable.
Pulaski Facilities
Pulaski, Virginia is the site of the Company's general offices and of
two of its principal furniture manufacturing plants. The Company's buildings
located in Pulaski are constructed primarily of brick and cinder block and were
erected and have been renovated at various times from 1926 to the present.
In 1983, the Company acquired real estate, improvements and equipment
from Coleman Furniture Corporation, including land and building space adjoining
the Company's original Pulaski plant. In 1985, the Company completed the
renovation of a portion of the former Coleman plant adjoining the Company's
original Pulaski plant and the integration of that portion of the plant with the
original Pulaski facility. The cost of the renovation (including capitalized
interest expense) was approximately $8,000,000. The remaining portion of the
former Coleman property is being used for warehouse and office space or
otherwise is being held for
renovation and future expansion. In 1988, a new finishing plant was brought on
line at a total project cost of $3,955,000. The new plant includes updated
equipment providing improved finishing techniques and greater safety for
employees.
In 1994, the Company completed an expansion of its Pulaski
facilities by the construction of a new 75,000 square foot
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manufacturing facility. The total cost of the expansion was approximately $13.6
million. The new manufacturing facility is designed to utilize newer equipment
and to provide for more efficient manufacturing of certain lines of the
Company's furniture products.
The complete Pulaski facility now contains approximately 980,000 square
feet of production, warehouse and office space and approximately 120,000 square
feet of additional building space available for future expansion at renovation
costs. The facility is located on approximately twenty-nine acres. During the
last year the Pulaski facility primarily produced occasional furniture
(including curios, consoles, tables, chairs and other accent pieces) and served
as a dimension plant (producing rough-cut materials) for the Company's other
facilities.
Dublin Plant
The Dublin plant, which began operations in 1973, consists of
approximately 570,000 square feet of factory and warehouse space located on a
153.5-acre parcel owned by the Company (including 106.5 acres acquired in 1983
from Coleman Furniture Corporation). The plant produces bedroom, dining room and
occasional furniture (including curios, collectors cabinets, consoles and other
accent pieces). This parcel fronts on State Route #100, close to Interstate
Highway 81 and is served by the Norfolk & Southern Railroad.
The Dublin plant also produces veneer in a 36,000 square foot brick and
cinder block building constructed in 1964.
Martinsville Plant
The Martinsville plant manufactures occasional furniture, including
curios, desks, consoles and other accent pieces. A major renovation and
expansion program for the Martinsville plant was completed in fiscal 1975. The
plant contains approximately 190,000 square feet of manufacturing, warehouse and
office space and is located on a tract of about eight acres in the City of
Martinsville, Virginia.
Ridgeway Clock Company Plant
In 1985, the Company acquired Gravely Furniture Company, Incorporated,
located in Ridgeway, Virginia. Gravely Furniture Company, Incorporated was
renamed Ridgeway Clock Company. Ridgeway Clock Company manufactures grandfather,
mantel and wall clocks. Ridgeway Clock Company purchases clock parts from
foreign and domestic sources and assembles the parts into manufactured wooden
clock cases. The Ridgeway Clock Company plant contains
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approximately 326,000 square feet of production, warehouse and office space
located on approximately 79.5 acres.
Craftique, Inc. Plant
The Company's Craftique plant located in Mebane, North Carolina,
manufactures solid mahogany bedroom, dining room and occasional furniture. The
Craftique plants contains approximately 42,000 square feet of production and
office space located on approximately thirty-one acres. Craftique also owns an
industrial tract of approximately one acre in Durham, North Carolina.
Item 3. Legal Proceedings
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item *. Executive Officers of the Registrant
The Company's executive officers are as follows:
Year
First
Name Age Elected Office
Bernard C. Wampler 64 1967 Chairman of the Board and
Chief Executive Officer
John G. Wampler 37 1988 President and Chief
Operating Officer
Ira S. Crawford 58 1978 Vice President -
Administration, Secretary
Jason A. Gibbs 62 1969 Treasurer, Controller
and Assistant Secretary
James H. Kelly 53 1971 Vice President - Product
Development
Randolph V. Chrisley 47 1983 Vice President - Sales
James W. Peele 44 1995 Vice President -
Manufacturing
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John G. Wampler is the son of Bernard C. Wampler and the grandson of
John W. Stanley, director of the Company. Each of the executive officers, other
than Mr. Peele, has been an officer of the Company for the last five years. Mr.
Peele previously had served as an assistant to the Vice President of
Manufacturing of the Company (1992-1995). Prior to joining the Company, Mr.
Peele was employed as Operations Manager for Mubeles Andes (1990-1991). The
Company's executive officers are elected by and serve at the pleasure of the
Company's Board of Directors.
PART II
Item 5. Market for the Registrant's Common Equity and Related
Stockholder Matters
The information contained on page 2 of the Company's 1995 Annual Report
to Security Holders is incorporated herein by reference.
Item 6. Selected Financial Data
The information contained on page 3 of the Company's 1995 Annual Report
to Security Holders is incorporated herein by reference.
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
The information contained on pages 4 and 5 of the Company's 1995 Annual
Report to Security Holders is incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data
The financial statements contained on pages 6 through the left column
of the inside back cover of the Company's 1995 Annual Report to Security Holders
are incorporated herein by reference.
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure
None.
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PART III
Item 10. Directors and Executive Officers of the Registrant
The Company's 1996 Proxy Statement contains information on pages 1
through 4 concerning directors, persons nominated to become directors, and
executive officers of the Company. Such information is incorporated herein by
reference.
Item 11. Executive Compensation
The Company's 1996 Proxy Statement contains information on pages 4
through 8 concerning executive compensation. Such information is incorporated
herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and
Management
The Company's 1996 Proxy Statement contains information on pages 3 and
4 concerning security ownership of certain beneficial owners and management and
is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions
The Company's 1996 Proxy Statement contains information on page 8
concerning certain relationships and related transactions and is incorporated
herein by reference.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports
on Form 8-K
(a)(1) The following financial statements of the registrant, included
in the 1995 Annual Report to Security Holders, are incorporated herein by
reference in Item 8:
Consolidated balance sheets -- October 29, 1995 and
October 30, 1994
Consolidated statements of income and retained earnings
- - Years ended October 29, 1995, October 30, 1994 and
October 31, 1993
Consolidated statements of cash flows -- Years ended October
29, 1995, October 30, 1994 and October 31, 1993
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Notes to consolidated financial statements
(a)(2) The following financial statement schedules of Pulaski Furniture
Corporation are included in Item 14(d):
Schedule II -- Valuation and Qualifying Accounts
All other schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable and therefore have been omitted.
(a)(3) Exhibits
The following documents are filed as exhibits to this Form
10-K pursuant to Item 601 of Regulation S-K:
3.1 Restated Articles of Incorporation of Pulaski
Furniture Corporation (8)
3.2 Bylaws of Pulaski Furniture Corporation (8)
4.1 Pulaski Furniture Corporation's Series A Company
Note in the principal amount of $3,000,000, given
to the Industrial Development Authority of Pulaski
County (1)
4.2 Pulaski Furniture Corporation's Series B Company
Note in the principal amount of $5,000,000, given
to the Industrial Development Authority of Pulaski
County (1)
4.3 Industrial Development Authority of Pulaski
County's Industrial Development Revenue Note in the
principal amount of $3,000,000, given to Sovran
Bank, N.A. as Note Agent (Series A) (1)
4.4 Industrial Development Authority of Pulaski
County's Industrial Development Revenue Note in the
principal amount of $5,000,000, given to Sovran
Bank, N.A., as Note Agent (Series B) (1)
4.5 Industrial Development Authority of Pulaski
County's Industrial Development Revenue Note in
principal amount of $2,000,000, given to Sovran
Bank as Note Agent (Series A) (1)
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4.6 Pulaski Furniture Corporation's Series A Company Note
in principal amount of $2,000,000 given to the
Industrial Development Authority of Pulaski County
(1)
4.7 Note Purchase Agreement and Agreement of Sale
between Industrial Development Authority of Pulaski
County, Sovran Bank, N.A., Planters Bank & Trust
Co.; and Pulaski Furniture Company, dated April 1,
1984 (1)
4.8 Reimbursement, Purchase and Loan Agreement between
Pulaski Furniture Corporation and Sovran Bank,
N.A., dated April 1, 1984 (1)
4.9 UDAG Grant Agreement No. B-82-AB-51-0189, as
executed and delivered by the Town of Pulaski and
the United States Department of Housing & Urban
Development (1)
4.10 Term Loan Agreement between Pulaski Furniture
Corporation and Wachovia Bank and Trust Company,
N.A., dated October 21, 1985 (4)
4.11 Term Loan Note in principal amount of $4,000,000
between Pulaski Furniture Corporation and Wachovia
Bank and Trust Company, N.A., dated October 21,
1985 (4)
4.12 Term Loan Agreement between Pulaski Furniture
Corporation and Sovran Bank, N.A., dated October
23, 1985 (4)
4.13 Term Loan Note in principal amount of $4,000,000
between Pulaski Furniture Corporation and Sovran
Bank, N.A., dated October 23, 1985 (4)
4.14 Rights Agreement between Pulaski Furniture
Corporation and Sovran Bank, N.A., dated as of
December 3, 1987 (6)
4.15 Note Issuance Agreement and Revolving Credit
Agreement between Pulaski Furniture Corporation and
Sovran Bank, N.A. in principal amount of
$10,000,000, dated December 1, 1988 (7)
4.16 Form of Variable Rate Taxable Promissory Note in
principal amount of $10,000,000 between Pulaski
Furniture Corporation and Sovran Bank, N.A., dated
December 9, 1988 (7)
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4.17 Form of Revolving Credit Facility Note in principal
amount of $10,000,000 between Pulaski Furniture
Corporation and Sovran Bank, N.A., dated December
9, 1988 (7)
4.18 Form of Credit Agreement in principal amount of
$10,000,000 between Pulaski Furniture Corporation and
Wachovia Bank of North Carolina, N.A., dated as of
December 10, 1993 (9)
4.19 Form of Promissory Note in principal amount of
$10,000,000 made by the Company to Wachovia Bank of
North Carolina, N.A., dated December 10, 1993 (9)
4.20 Amendment to Term Loan Agreement between the
Company and Wachovia Bank of North Carolina, N.A.,
dated July 25, 1994
4.21 Amendment to Promissory Note made by the Company to
Wachovia Bank of North Carolina, N.A., dated July
25, 1994
10.1 Deferred Compensation Agreement between the Company
and Bernard C. Wampler dated December 2, 1977 (2)
10.2 The Company's Stock Option Plan (8)
10.3 The Company's Executive Life Insurance Plan (5)
10.4 The Company's Production and Administrative
Incentive Plans (5)
10.5 Conversion Agreement between Pulaski Furniture
Corporation and Sovran Bank, N.A., dated as of
March 3, 1986 (5)
11 Computation of Earnings Per Share
13 Pulaski Furniture Corporation's 1995 Annual Report
to Security Holders (3)
20 Pulaski Furniture Corporation's Proxy Statement for
the Annual Meeting of Stockholders to be held
February 9, 1996
21 Subsidiaries of Registrant
23 Consent of Ernst & Young LLP
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Footnotes:
(1) Incorporated herein by reference to the Company's Annual
Report on Form 10-K for the fiscal year ended October 28,
1984
(2) Incorporated herein by reference to the Company's Annual
Report on Form 10-K for the fiscal year ended October 30,
1977
(3) With the exception of the information incorporated herein by
reference to the Company's Annual Report for the fiscal year
ended October 29, 1995, the Annual Report shall not be deemed
"filed" as part of this report on Form 10-K
(4) Incorporated herein by reference to the Company's Annual
Report on Form 10-K for the fiscal year ended October 27,
1985
(5) Incorporated herein by reference to the Company's Annual
Report on Form 10-K for the fiscal year ended October 26,
1986
(6) Incorporated herein by reference to the Company's Form 8-A,
dated December 17, 1987, For Registration of Certain Classes
of Securities Pursuant to section 12(b) or (g) of the
Securities Exchange Act of 1934
(7) Incorporated herein by reference to the Company's Annual
Report on Form 10-K for the fiscal year ended October 30,
1988
(8) Incorporated herein by reference to the Company's Annual
Report on Form 10-K for the fiscal year ended October 29,
1989
(9) Incorporated herein by reference to the Company's Annual
Report on Form 10-K for the fiscal year ended October 31,
1993
(b) Reports on Form 8-K
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
and Exchange Act of 1934, the Company has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
PULASKI FURNITURE CORPORATION
(Registrant)
Date: January 26, 1996 By /s/ John G. Wampler
John G. Wampler,
President and Chief
Operating Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Company and in the capacities and on the dates indicated.
Date: January 26, 1996 By /s/ Bernard C. Wampler
Bernard C. Wampler,
Director, Chairman of the Board
and Chief Executive Officer
Date: January 26, 1996 By /s/ John W. Stanley
John W. Stanley,
Director
Date: January 26, 1996 By /s/ Clifford A. Cutchins, III
Clifford A. Cutchins, III,
Director
Date: January 26, 1996 By /s/ John D. Munford
John D. Munford,
Director
Date: January 26, 1996 By /s/ John G. Wampler
John G. Wampler,
Director
Date: January 26, 1996 By /s/ Harry H. Warner
Harry H. Warner,
Director
Date: January 26, 1996 By /s/ Hugh V. White, Jr.
Hugh V. White, Jr.,
Director
Date: January 26, 1996 By /s/ Jason A. Gibbs
Jason A. Gibbs,
Treasurer, Controller, and
Assistant Secretary (Principal
Financial Officer)
Report of Independent Auditors
We have audited the accompanying consolidated balance sheets of Pulaski
Furniture Corporation and Subsidiaries as of October 29, 1995 and October 30,
1994, and the related consolidated statements of income, retained earnings, and
cash flows for each of the three years in the period ended October 29, 1995. Our
audits also included the financial statement schedule listed in the Index at
Item 14(a). These financial statements and schedule are the responsibility of
the Corporation's management. Our responsibility is to express an opinion on
these financial statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
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 consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Pulaski
Furniture Corporation at October 29, 1995 and October 30, 1994, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended October 29, 1995, in conformity with generally
accepted accounting principles. Also, in our opinion, the related financial
statement schedule, when considered in relation to the basic financial
statements taken as a whole, present fairly in all material respects the
information set forth therein.
As discussed in Note 7 to the financial statements, effective November 1, 1993,
the Corporation changed its method of accounting for income taxes.
ERNST & YOUNG LLP
Winston-Salem, North Carolina
January 24, 1996
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
COL. A COL. B COL. C COL. D COL. E
ADDITIONS
Balances at Beginning (1) (2) Balance at End
DESCRIPTION of Period Charged to Costs Charged to Other Deductions - Describe of Period
and Expenses Accounts - Describe
Year Ended October 29, 1995:
Deducted from asset accounts
Allowance for doubtful accounts $1,000,000 $704,112 $704,112 (1) $1,000,000
Year Ended October 30, 1994:
Deducted from asset accounts
Allowance for doubtful accounts $900,000 $303,845 $203,845 (1) $1,000,000
Year Ended October 31, 1993:
Deducted from asset accounts
Allowance for doubtful accounts $900,000 $600,776 $600,776 (1) $900,000
(1) Uncollectible accounts written off, net of recoveries
EXHIBITS
SECURITIES AND EXCHANGE COMMISSION
FORM 10-K
ANNUAL REPORT
PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
PULASKI FURNITURE CORPORATION
Exhibit Index
Page
3.1 Restated Articles of Incorporation of Pulaski Furniture
Corporation
3.2 Bylaws of Pulaski Furniture Corporation
4.1 Pulaski Furniture Corporation's Series A Company Note in
the principal amount of $3,000,000, given to the Industrial
Development Authority of Pulaski County
4.2 Pulaski Furniture Corporation's Series B Company Note in
the principal amount of $5,000,000, given to the Industrial
Development Authority of Pulaski County
4.3 Industrial Development Authority of Pulaski County's
Industrial Development Revenue Note in the principal amount of
$3,000,000, given to Sovran Bank, N.A. as Note Agent (Series
A)
4.4 Industrial Development Authority of Pulaski County's
Industrial Development Revenue Note in the principal amount of
$5,000,000, given to Sovran Bank, N.A., as Note Agent (Series
B)
4.5 Industrial Development Authority of Pulaski County's
Industrial Development Revenue Note in principal amount of
$2,000,000, given to Sovran Bank, N.A. as Note Agent (Series
A)
4.6 UDAG Grant Agreement No. B-82-AB-51-0189, as executed and
delivered by the Town of Pulaski and the United States
Department of Housing & Urban Development
4.7 Note Purchase Agreement and Agreement of Sale between
Industrial Development Authority of Pulaski County, Sovran
Bank, N.A., Planters Bank & Trust Co., and Pulaski Furniture
Company, dated April 1, 1984
Page
4.8 Reimbursement, Purchase and Loan Agreement between Pulaski
Furniture Corporation and Sovran Bank, N.A., dated April 1,
1984
4.9 Pulaski Furniture Corporation's Series A Company Note in
principal amount of $2,000,000 given to the Industrial
Development Authority of Pulaski County
4.10 Term Loan Agreement between Pulaski Furniture Corporation and
Wachovia Bank and Trust Company, N.A., in principal amount of
$4,000,000, dated October 21, 1985
4.11 Term Loan Note in principal amount of $4,000,000 between
Pulaski Furniture Corporation and Wachovia Bank and Trust
Company, N.A., dated October 21, 1985
4.12 Term Loan Agreement between Pulaski Furniture Corporation
and Sovran Bank, N.A., in principal amount of $4,000,000, dated
October 23, 1985
4.13 Term Loan Note in principal amount of $4,000,000 between
Pulaski Furniture Corporation and Sovran Bank, N.A., dated
October 23, 1985
4.14 Rights Agreement between Pulaski Furniture Corporation and
Sovran Bank, N.A., dated as of December 3, 1987
4.15 Note Issuance Agreement and Revolving Credit Agreement between
Pulaski Furniture Corporation and Sovran Bank, N.A. in
principal amount of $10,000,000, dated December 1, 1988
4.16 Form of Variable Rate Taxable Promissory Note in principal
amount of $10,000,000 between Pulaski Furniture Corporation
and Sovran Bank, N.A., dated December 9, 1988
4.17 Form of Revolving Credit Facility Note in principal
amount of $10,000,000 between Pulaski Furniture Corporation
and Sovran Bank, N.A., dated December 9, 1988
4.18 Form of Credit Agreement in principal amount of $10,000,000
between Pulaski Furniture Corporation and Wachovia Bank of
North Carolina, N.A., dated as of December 10, 1993
4.19 Form of Promissory Note in principal amount of $10,000,000
made by the Company to Wachovia Bank of North Carolina, N.A.,
dated December 10, 1993
4.20 Amendment to Term Loan Agreement between the Company and
Wachovia Bank of North Carolina, N.A., dated July 25,
1994*
Page
4.21 Amendment to Promissory Note made by the Company to Wachovia
Bank of North Carolina, N.A., dated July 25, 1994*
10.1 Employment Agreement between the Company and Bernard C.
Wampler, dated December 2, 1977
10.2 The Company's Stock Option Plan
10.3 The Company's Executive Life Insurance Plan
10.4 The Company's Production and Administrative
Bonus Plans
10.5 Conversion Agreement between Pulaski Furniture Corporation and
Sovran Bank, N.A., dated as of March 3, 1986
11 Computation of Earnings Per Share*
13 Pulaski Furniture Corporation's 1995 Annual Report to Security
Holders
20 Pulaski Furniture Corporation's Proxy Statement for the Annual
Meeting of Stockholders to be held February 9, 1996
21 Subsidiaries of Registrant*
23 Consent of Ernst & Young LLP*
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*Filed with this Report on Form 10-K; all other exhibits are herein
incorporated by reference