SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the period ended April 30, 1995
Commission File No. 0-12781
CULP, INC.
(Exact name of registrant as specified in its charter)
NORTH CAROLINA 56-1001967
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or other organization)
101 S. Main St., High Point, North Carolina 27261-2686
(Address of principal executive offices) (zip code)
(910) 889-5161
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, Par Value $.05/Share
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 of the Securities Exchange Act
of 1934 during the preceding 12 months and (2) has been subject to the
filing requirements for at least the past 90 days. YES X NO ____
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation SK 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.[check mark]
As of July 14, 1995, 11,209,641 shares of common stock were
outstanding. The aggregate market value of the voting stock held by non-
affiliates of the registrant on that date was $62,807,672 based on the closing
sales price of such stock as quoted through the National Association of
Securities Dealers, Inc. Automated Quotation System (NASDAQ), assuming, for
purposes of this report, that all executive officers and directors of the
registrant are affiliates.
DOCUMENTS INCORPORATED BY REFERENCE
Part II
Portions of the company's Annual Report to Shareholders for the fiscal
year ended April 30, 1995 are incorporated by reference into Items 5, 6, 7
and 8.
Part III
The company's Proxy Statement dated August 4, 1995 in connection with
its Annual Meeting of Shareholders to be held on September 19, 1995 is
incorporated by reference into Items 10, 11, 12 and 13.
Exhibits listed beginning on page 16
CULP, INC.
FORM 10-K REPORT
TABLE OF CONTENTS
Item No. Page
PART I
1. Business
General Development . . . . . . . . . . . . . . . . . . . . . . 4
Industry Segment . . . . . . . . . . . . . . . . . . . . . . . 5
Products . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Manufacturing . . . . . . . . . . . . . . . . . . . . . . . . . 5
Product Design and Styling . . . . . . . . . . . . . . . . . . 7
Sales and Distribution . . . . . . . . . . . . . . . . . . . . 7
Sources and Availability of Raw Materials . . . . . . . . . . . 8
Patents, Trademarks and Licenses . . . . . . . . . . . . . . . 8
Customers . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Backlog . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Competition . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Research and Development . . . . . . . . . . . . . . . . . . . 9
Governmental Regulations . . . . . . . . . . . . . . . . . . . 9
Employees . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Foreign and Domestic Operations
and Export Sales . . . . . . . . . . . . . . . . . . . . . 10
Seasonality . . . . . . . . . . . . . . . . . . . . . . . . . 10
Inflation . . . . . . . . . . . . . . . . . . . . . . . . . . 10
2. Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
3. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . 12
4. Submission of Matters to a Vote of
Security Holders . . . . . . . . . . . . . . . . . . . . . . . . 12
PART II
5. Market for the Registrant's Common Stock
and Related Stockholder Matters . . . . . . . . . . . . . . . . 12
6. Selected Financial Data . . . . . . . . . . . . . . . . . . . . . 12
7. Management's Discussion and Analysis of
Financial Condition and Results of Operations . . . . . . . . . 13
8. Consolidated Financial Statements and Supplementary Data . . . . . 13
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9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure . . . . . . . . . . . . . 13
PART III
10. Directors and Executive Officers of the
Registrant . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
11. Executive Compensation . . . . . . . . . . . . . . . . . . . . . . 13
12. Security Ownership of Certain
Beneficial Owners and Management . . . . . . . . . . . . . . . . 14
13. Certain Relationships and Related
Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . 14
PART IV
14. Exhibits, Financial Statement Schedules
and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . 15
Documents filed as part of this report . . . . . . . . . . . . . . 15
Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . 22
Financial Statement Schedules . . . . . . . . . . . . . . . . . . 22
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
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PART I
ITEM 1. BUSINESS
GENERAL DEVELOPMENT
THE COMPANY. Culp, Inc. (the company) manufactures and markets
upholstery fabrics and mattress tickings primarily for use in the
furniture, bedding and institutional furnishings (contract) industries.
The company's products are marketed throughout the United States by its own
sales staff and internationally by a combination of a small, internal sales
staff and a network of outside sales agents. The company ships directly to
customers from its manufacturing facilities. In addition, under its
National Warehouse Program, the company inventories popular patterns of its
fabrics in its regional distribution facilities for immediate delivery to
customers. The company's executive offices are located in High Point,
North Carolina, and its ten (10) manufacturing facilities are located in,
or near, Burlington and Stokesdale, North Carolina, Anderson and Pageland,
South Carolina, West Hazleton, Pennsylvania, Rossville, Georgia and St.
Jerome, Canada. The company was organized as a North Carolina corporation
in 1972.
RAYONESE ACQUISITION. On March 6, 1995, the company completed
the acquisition of all of the stock of Rayonese Textile Inc., a home
furnishings fabric producer located in St. Jerome, Canada. The transaction
was valued at approximately $11 million and involved the purchase of a
manufacturing facility that produces comforter fabrics, upholstery fabrics
and ticking, as well as giving the company yarn spinning capability that it
previously did not have. In addition to more fully utilizing the
facilities currently in place at Rayonese, the company plans to increase
capacity at this plant through additional capital expenditures, as
described below.
CAPITAL EXPENDITURES. During the year ended April 30, 1995, the
company spent approximately $18.1 million in capital expenditures. These
included planned expenditures of approximately $11.3 million relating to
continued expansion of vertical integration and yarn manufacturing,
expansion of weaving capacity, and additional hardware purchases in
connection with upgrading the company's information systems. The Rayonese
acquisition included a plan for $6 million of additional capital
expenditures to substantially increase jacquard weaving capacity at the
Rayonese plant, of which $3.5 million was incurred in fiscal 1995. The
company's capital expenditure budget for fiscal 1996 is approximately $10
million, including the remaining $2.5 million for expansion of Rayonese.
Capital expenditures are being funded by internally generated funds, bank
borrowings and vendor financing.
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INDUSTRY SEGMENT
The company operates in one segment and is principally involved
in the designing, manufacturing and marketing of upholstery fabrics and
mattress ticking used in the home and commercial furnishings (contract)
industry on a world-wide basis.
PRODUCTS
The company's products include principally upholstery fabrics and
mattress ticking. The company is expanding its production of home textile
fabrics, including fabrics used in comforters and bedspreads, but these
products did not constitute a material part of the company's business in
fiscal 1995.
UPHOLSTERY FABRICS. The company derives the majority of its
revenues from the sale of upholstery fabrics primarily to the residential
and commercial (contract) furniture markets. Sales of upholstery fabrics
were 82% of sales in fiscal 1995, 84% in 1994 and 84% in 1993. The company
has emphasized fabrics and patterns that have broad appeal at promotional
to medium prices, generally ranging from $2.25 per yard to $5.95 per yard.
Principal types of upholstery fabrics sold include flat wovens
(both jacquard and dobby constructions) velvets (woven, tufted and flocks),
and prints (jacquards and dobby overprints).
MATTRESS TICKING. The company manufactures mattress ticking
(fabric used for covering mattresses and box springs) for sale to bedding
manufacturers. Sales of mattress ticking constituted 18% of sales in
fiscal 1995 and 16% in both 1994 and 1993.
MANUFACTURING
GENERAL. The company manufactures substantially all of the
products it sells. Manufactured fabrics constituted approximately 99% of
sales in fiscal 1995, 1994 and 1993.
CULP WEAVING. The Culp Weaving operation has two manufacturing
plants. Its largest facility, located in Graham, North Carolina, houses
upholstery jacquard weaving looms, ticking jacquard weaving looms, a
package dye house and yarn preparation equipment. The second Culp Weaving
plant, located in Pageland, South Carolina, manufactures flat woven dobby
fabrics.
UPHOLSTERY PRINTS. The Upholstery Prints plant, near Burlington,
North Carolina, uses a heat-transfer printing process to print primarily
flocked upholstery fabrics and to print paper
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for heat-transfer upholstery fabrics and mattress ticking. This plant
also uses a wet printing process for velvet fabrics. In addition,
Upholstery Prints produces tufted velvets and operates finishing ranges
for back-coating and print preparation of fabric and several
surface-finishing lines for its tufted velvet fabrics. In July 1994, a
new distribution facility at the Upholstery Prints plant began
operations, handling distribution for velvet fabrics from the Upholstery
Prints and Culp Woven Velvets facilities.
CULP FINISHING. The Culp Finishing plant, located in Burlington,
North Carolina, contains finishing ranges for finishing woven upholstery
fabrics. The plant also houses significant distribution facilities, which
handle distribution of upholstery fabrics to "direct-ship" customers and to
the company's regional distribution facilities.
CULP WOVEN VELVETS. The Culp Woven Velvets plant, in Anderson,
South Carolina, contains weaving machines for the production of woven
velvets. In addition, the plant houses yarn preparation equipment, a
finishing range and surface finishing equipment.
CULP TICKING. The Culp Ticking plant, in Stokesdale, North
Carolina, produces mattress ticking and provides commission printing
services. It utilizes both pigment and heat-transfer printing methods to
print ticking material. The plant contains a rotary screen print
operation, heat-transfer equipment and a finishing range. In addition, the
plant houses finished goods for distribution of mattress ticking.
ROSSVILLE. The Rossville plant, located in Rossville, Georgia,
is part of the Rossville/Chromatex Division, which was acquired by the
company in November 1993. This facility contains yarn preparation
equipment, dobby looms, and finishing equipment, all of which are used to
produce flat woven dobby fabric. This plant also contains its own
distribution and shipping facilities.
CHROMATEX. The Chromatex plant is located in West Hazleton,
Pennsylvania, and it comprises the remainder of the Rossville/Chromatex
Division. This plant produces jacquard upholstery fabrics, and it contains
all of the yarn preparation equipment, looms, finishing equipment and
distribution facilities used by the Rossville/Chromatex Division for woven
jacquard fabrics.
RAYONESE. The Rayonese plant is owned by the company's
subsidiary, Rayonese Textile Inc., and is located in St. Jerome, Canada.
Rayonese was acquired by the company in March 1995. This plant produces
comforter fabrics, upholstery fabrics and mattress
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ticking and also contains yarn spinning equipment. The plant also
contains its own distribution facilities.
PRODUCT DESIGN AND STYLING
The company has a staff of designers that specializes in
development of new patterns for upholstery fabrics and mattress tickings.
The company also purchases some fabric designs from independent artists.
The company believes styling and design are key elements to its success and
has increased significantly the number of people and other resources
dedicated to this area in recent years. The company's design staff works
closely with marketing personnel to identify and respond to market trends.
The Rossville/Chromatex Division separately maintains its own design staff.
SALES AND DISTRIBUTION
UPHOLSTERY FABRICS. The company markets upholstery fabrics in
the United States through two primary methods: (i) a "direct-ship"
operation from its fabric-manufacturing facilities and (ii) a National
Warehouse Program whereby inventory is stocked in regional distribution
facilities located in High Point, North Carolina, Tupelo, Mississippi and
Los Angeles, California. The "direct-ship" program permits customers to
arrange for direct shipments from the company's manufacturing facilities.
This method generally permits lower pricing, but requires longer delivery
times than the National Warehouse Program, which is dependent upon
maintenance of current pattern inventories. The company closely monitors
current demand in each distribution territory and believes it is therefore
able to respond quickly to the needs of customers. The company receives
higher prices for products sold through its National Warehouse Program to
compensate it for the cost of maintaining inventories and local
distribution facilities. In addition, the company markets contract
upholstery fabric lines. A small sales staff is responsible for sales and
marketing of products for the company's "direct ship" program.
RAYONESE. Rayonese has its own sales staff and distribution
facilities (both upholstery and ticking).
MATTRESS TICKING. The company distributes mattress ticking from
its facility in Stokesdale, North Carolina, and from the company's Los
Angeles, California warehouse.
INTERNATIONAL SALES. In addition to its domestic operations, the
company sells and distributes upholstery fabrics and mattress ticking in
many countries abroad. The largest volume of export sales during fiscal
1995 was to Europe. In the year
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ended April 30, 1995, export sales, including sales to exporters,
totaled $56,099,000, approximately 18% of the company's net sales.
Export sales were $44,038,000, or approximately 18% of net sales, in
fiscal 1994 and $41,471,000, or approximately 21% of net sales, in
fiscal 1993.
Additional information relating to international sales may be
found in note 14 of the company's consolidated financial statements,
included in the Annual Report to Shareholders.
SOURCES AND AVAILABILITY OF RAW MATERIALS
The company purchases various types of primarily man-made yarns,
greige goods and fibers for the manufacture of upholstery fabrics and
mattress ticking. Future price levels of raw materials will depend upon
supply and demand conditions and general inflation. Generally, the
company has not had significant difficulty in obtaining raw materials.
PATENTS, TRADEMARKS, AND LICENSES
The company believes that its patents, trademarks and licenses
are not material to its business.
CUSTOMERS
The company is not dependent upon a single customer or a group of
customers, the loss of which would have a materially adverse effect upon
the business of the company, except for one significant customer that
accounted for 6.7% of the company's net sales in fiscal 1995. The company
sells upholstery fabrics primarily to domestic upholstered furniture
manufacturers, institutional furnishings manufacturers and foreign
distributors and manufacturers of upholstered furniture. The company
markets its mattress ticking principally to bedding manufacturers. The
company's domestic customers are distributed throughout the nation;
however, its greatest sales are in areas where there is a heavy
concentration of furniture manufacturing.
BACKLOG
As of April 30, 1995, the company had a backlog of $59,500,000,
compared to $46,200,000 at June 5, 1994 and $23,900,000 at June 30, 1993.
All of these orders, if filled at all, will be filled in the current fiscal
year. Because a large portion of the company's customers have an
opportunity to cancel orders, however, it is difficult to predict the
amount of the backlog that is "firm." Many customers may cancel orders
before goods are placed into production, and some may cancel at a later
time. In addition,
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the company markets a significant portion of its sales through the
National Warehouse Program from in-stock order positions. On April 30,
1995, the portion of the backlog with confirmed shipping dates prior to
June 5, 1995 was $39,400,000, and the company would expect that most of
these orders would be filled.
COMPETITION
The upholstery fabrics market is highly fragmented and
competitive and no one firm dominates the United States market. The
company believes its principal upholstery fabrics competitors are the
Burlington House Fabrics division of Burlington Industries, Inc., Joan
Fabrics Corporation, Malden Mills, Inc., the Mastercraft and Cavel
Divisions of Collins & Aikman Company, Guilford Mills, Inc., and Quaker
Fabric Corporation.
The mattress ticking market is concentrated in a few relatively
large suppliers. The company believes its principal mattress ticking
competitors are Blumenthal Print Works, Inc., Burlington Industries, Inc.,
and Tietex, Inc.
Competition for the company's products is based primarily on
design, quality, timing of delivery, service, and price. Some of the
company's competitors have greater resources than the company. Although
U.S. statistics for the upholstery fabric and mattress ticking markets are
not generally available, the company believes it is the second largest
supplier of upholstery fabrics to the furniture trade and one of the four
largest suppliers of mattress ticking to the bedding trade. To date, the
company has experienced no significant competition from imports.
RESEARCH AND DEVELOPMENT
The company's only material research and development is done in
the product design and styling area previously described in this report
under the subheading "Product Design and Styling".
GOVERNMENTAL REGULATIONS
The company is subject to various federal and state laws and
regulations, including the Occupational Safety and Health Act and federal
and state environmental laws. Rayonese is subject to similar laws and
regulations in Canada. The company is not aware of any material violation
of such laws and regulations. Continued compliance is not expected to have
a material effect upon capital expenditures, earnings or the competitive
position of the company.
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EMPLOYEES
At April 30, 1995 the company had 2,647 employees. A small
portion (approximately 15%) of the company's work force is represented by a
union. This includes all of the hourly employees at the Chromatx facility
and all of the hourly employees at the Rayonese facility. The company is
not aware of any attempt to organize any more of its employees and believes
its employee relations are good.
FOREIGN AND DOMESTIC OPERATIONS AND EXPORT SALES
Information concerning the company's domestic operations and
export sales is included in this report under the subheading "Sales and
Distribution".
Rayonese Textile Inc., located in St. Jerome, Canada, constitutes
the company's only foreign operation, and this subsidiary was not acquired
until March 6, 1995. During the 56 days that the company owned Rayonese
during fiscal 1995, Rayonese had revenues of approximately $2,272,000, of
which $894,000 were intercompany transfers. The operation of Rayonese did
not have a material effect on the company's export sales totals or net
income for fiscal 1995.
SEASONALITY
The company's business is only slightly seasonal, with increased
sales during the second and fourth quarters of each year. This seasonality
results primarily from one-week closings of the company's manufacturing
facilities, and the facilities of most of its customers, during the first
and third quarters for July 4th and Christmas holiday weeks.
INFLATION
During fiscal 1995, the company experienced increases in its raw
material costs that were significantly greater than the increases in recent
prior years. Increases also were experienced in other operating costs such
as manufacturing supplies and spare parts. Market conditions have not
allowed the company to pass all of these cost increases along to customers
through price increase for its products. These factors created downward
pressure on the company's profit margins during the latter stages of fiscal
1995, and this pressure will continue into fiscal 1996.
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ITEM 2. PROPERTIES
As of April 30, 1995, the company operated in ten (10)
manufacturing facilities, three (3) additional distribution facilities and
a corporate headquarters. One (1) of the manufacturing facilities, two (2)
of the distribution facilities and the corporate headquarters are leased
from entities related to the company or its shareholders and directors.
The related party leases are described in Item 13 of this report.
Following is a summary of the company's principal administrative,
manufacturing and distribution facilities as of April 30, 1995.
Principal Total Area Expiration
Location Use (Sq. Ft.) Date (1)
High Point, NC (2) Corporate 33,440 2015
headquarters
High Point, NC (2) Distribution 65,000 2003
Los Angeles, CA (5) Distribution 45,000 2002
Tupelo, MS (2) Distribution 35,000 2002
Tupelo, MS (5) Distribution 19,000 1996
Burlington, NC (2) Manufacturing 199,000 2009
Anderson, SC (3) (4) Manufacturing 103,000 N/A
Burlington, NC (3)(4) Manufacturing 302,000 N/A
and distribution
Graham, NC (3) (4) Manufacturing 341,000 N/A
Stokesdale, NC (3)(4) Manufacturing 140,000 N/A
and distribution
Pageland, SC (3)(4) Manufacturing 93,000 N/A
Rossville, GA (5) Manufacturing 396,000 2001
and distribution
W. Hazleton, PA (5) Manufacturing 100,000 2013
and distribution
W. Hazleton, PA (5) Manufacturing 110,000 2008
St. Jerome, Canada (3) Manufacturing 202,000 N/A
and distribution
_______________
(1) Includes all options to renew
(2) Leased from related party
(3) Owned by the company
(4) Subject to a deed of trust
(5) Leased from unrelated party
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The company also leases showrooms in Tupelo, Mississippi and High
Point, North Carolina.
The company believes its manufacturing and distribution
facilities, and its equipment, are generally in excellent condition,
suitable and adequate for its current operations. The company's productive
capacity has expanded to meet growing needs.
ITEM 3. LEGAL PROCEEDINGS
There are no legal proceedings to which the company, or its
subsidiaries, is a party or of which any of their property is the subject
that are required to be disclosed under this item.
ITEM 4. SUBMISSION OF MATTERS TO A
VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of shareholders during
the fourth quarter ended April 30, 1995.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON
STOCK AND RELATED STOCKHOLDER MATTERS
Information with respect to the market for the company's common
stock and related shareholder matters is included in the company's Annual
Report to Shareholders for the year ended April 30, 1995, in the
Consolidated Statements of Shareholders' Equity (dividend information), in
the Selected Quarterly Data under the caption "Stock Data," in the Selected
Annual Data under the caption "Stock Data," and on the back cover page, in
the Corporate Directory, under the caption "Stock Listing," which
information is herein incorporated by reference.
ITEM 6. SELECTED FINANCIAL DATA
This information is included in the company's above referenced
Annual Report to Shareholders, under the caption "Selected Annual Data,"
and is herein incorporated by reference.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management's Discussion and Analysis of Financial Condition and
Results of Operations is included in the company's above referenced Annual
Report to Shareholders under the caption "Management's Discussion and
Analysis of Financial Condition and Results of Operations", and is herein
incorporated by reference.
ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements and supplementary data are
included in the company's above referenced Annual Report to Shareholders,
and are herein incorporated by reference. Item 14 of this report contains
specific page number references to the consolidated financial statements
and supplementary data included in the Annual Report.
EXCEPT FOR SUCH PORTIONS OF THE COMPANY'S ANNUAL REPORT TO
SHAREHOLDERS FOR THE YEAR ENDED APRIL 30, 1995 THAT ARE EXPRESSLY
INCORPORATED BY REFERENCE INTO THIS REPORT, SUCH REPORT IS NOT TO BE
DEEMED FILED AS PART OF THIS FILING.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
During the two years ended April 30, 1995 and any subsequent
interim periods, there were no changes of accountants and/or disagreements
on any matters of accounting principles or practices or financial statement
disclosures.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information with respect to executive officers and directors of
the company is included in the company's definitive Proxy Statement to be
filed on or about August 4, 1995 pursuant to Regulation 14A of the
Securities and Exchange Commission, under the caption "Nominees, Directors
and Executive Officers" and "Reports Of Securities Ownership", which
information is herein incorporated by reference.
ITEM 11. EXECUTIVE COMPENSATION
Information with respect to executive compensation is included in
the company's definitive Proxy Statement to be filed on
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or about August 4, 1995 to Regulation 14A of the Securities and Exchange
Commission, under the caption "Executive Compensation", which
information is herein incorporated by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
Information with respect to the security ownership of certain
beneficial owners and management is included in the company's definitive
Proxy Statement to be filed on or about August 4, 1995, pursuant to
Regulation 14A of the Securities and Exchange Commission, under the caption
"Voting Securities", which information is herein incorporated by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information with respect to certain relationships and related
transactions is included in the company's definitive Proxy Statement to be
filed on or about August 4, 1995, pursuant to Regulation 14A of the
Securities and Exchange Commission, under the subcaption "Certain
Relationships and Related Transactions", which information is herein
incorporated by reference.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
AND REPORTS ON FORM 8-K
a) Documents Filed as Part of this Report:
1. Consolidated Financial Statements
The following consolidated financial statements of Culp, Inc.
from the company's Annual Report to Shareholders for the year ended May 1,
1994, are incorporated by reference into this report.
Page of Annual
Report to
Shareholders
Item [Exhibit 13(a)]
Consolidated Balance sheets - April 30, 1995 and
May 1, 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
Statements of income -
for the years ended April 30, 1995,
May 1, 1994 and May 2, 1993 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
Statements of shareholders' equity -
for the years ended April 30, 1995,
May 1, 1994 and May 2, 1993 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12
Statements of cash flows -
for the years ended April 30, 1995,
May 1, 1994 and May 2, 1993 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13
Notes to consolidated financial statements . . . . . . . . . . . . . . . . . . . . . . .14
Report of independent auditors for the years
ended April 30, 1995, May 1, 1994
and May 2, 1993 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .21
2. Financial Statement Schedules
All financial statement schedules are omitted because they are not
applicable, or not required, or because the required information is
included in the consolidated financial statements or notes thereto.
With the exception of portions expressly incorporated by reference into
this report in Items 5, 6, 7 and 8, the company's Annual
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Report to Shareholders for the year ended April 30, 1995 is not to be
deemed filed as a part of this report.
3. Exhibits
The following exhibits are attached at the end of this
report, or incorporated by reference herein. Management
contracts, compensatory plans, and arrangements are marked with
an asterick (*).
3(i) Articles of Incorporation of the company, as
amended, were filed as Exhibit 3(i) to the
company's Form 10-Q for the quarter ended
January 29, 1995, filed March 15, 1995, and are
incorporated herein by reference.
3(ii) Restated and Amended Bylaws of the company, as
amended, were filed as Exhibit 3(b) to the
company's Form 10-K for the year ended April 28,
1991, filed on July 25, 1991, and are
incorporated herein by reference.
4(a) Form of Common Stock Certificate of the company
was filed as Exhibit 4(a) to Amendment No. 1 to
the company's registration statement No.
2-85174, filed on August 30, 1983, and is
incorporated herein by reference.
10(a) Copies of Loan Agreement dated December 1, 1988
with Chesterfield County, South Carolina
relating to Series 1988 Industrial Revenue Bonds
in the principal amount of $3,377,000 and
related Letter of Credit and Reimbursement
Agreement dated December 1, 1988 with First
Union National Bank of North Carolina were filed
as Exhibit 10(n) to the company's Form 10-K for
the year ended April 29, 1989, and are
incorporated herein by reference.
10(b) Copies of Loan Agreement dated November 1, 1988
with the Alamance County Industrial Facilities
and Pollution Control Financing Authority
relating to Series A and B Industrial Revenue
Refunding Bonds in the principal amount of
$7,900,000, and related Letter of Credit and
Reimbursement Agreement dated November 1, 1988
with First Union National Bank of North Carolina
were filed as exhibit 10(o) to the company's
Form 10-K for the year ended
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April 29, 1990, and
are incorporated herein by reference.
10(c) Copies of Loan Agreement dated January 5, 1990
with the Guilford County Industrial Facilities
and Pollution Control Financing Authority, North
Carolina, relating to Series 1989 Industrial
Revenue Bonds in the principal amount of
$4,500,000, and related Letter of Credit and
Reimbursement Agreement dated January 5, 1990
with First Union National Bank of North Carolina
were filed as Exhibit 10(d) to the company's
Form 10-K for the year ended April 19, 1990,
filed on July 15, 1990, and are incorporated
herein by reference.
10(d) Copy of Severance Protection Agreement, dated
September 21, 1989, was filed as Exhibit 10(f)
to the company's Form 10-K for the year ended
April 29, 1990, filed on July 25, 1990, and is
incorporated herein by reference. (*)
10(e) Copy of Lease Agreement, dated January 19, 1990,
with Phillips Interests, Inc. was filed as
Exhibit 10(g) to the company's Form 10-K for the
year ended April 29, 1990, filed on July 25,
1990, and is incorporated herein by reference.
(*)
10(f) Copy of Lease Agreement, dated September 6,
1988, with Partnership 74 was filed as Exhibit
10(h) to the company's Form 10-K for the year
ended April 28, 1991, filed on July 25, 1990,
and is incorporated herein by reference.
10(g) Copy of the Management Incentive Plan of the
company, dated August 1986 and amended July
1989, filed as Exhibit 10(o) to the company's
Form 10-K for the year ended May 3, 1992, filed
on August 4, 1992, and is incorporated herein by
reference.(*)
10(h) Copy of the Amendment and Restatement of the
Employees' Retirement Builder Plan of the
company dated May 1, 1981 with amendments dated
January 1, 1990 and January 8, 1990 were filed
as Exhibit 10(p) to the company's Form 10-K for
the year ended May 3, 1992, filed on August 4,
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1992, and is incorporated herein by
reference.(*)
10(i) Copy of the Second Amendment of Lease Agreement
dated April 16, 1993, with Partnership 52
Associates was filed as Exhibit 10(l) to the
company's Form 10-K for the year ended May 2,
1993, filed on July 29, 1993, and is
incorporated herein by reference.
10(j) Copy of the First Amendment of Lease Agreement,
dated July 27, 1992 with Partnership 74
Associates was filed as Exhibit 10(n) to the
company's Form 10-K for the year ended May 2,
1993, filed on July 29, 1993, and is
incorporated herein by reference.
10(k) Copy of 1993 Stock Option Plan was filed as
Exhibit 10(o) to the company's Form 10-K for the
year ended May 2, 1993, filed on July 29, 1993,
and is incorporated herein by reference. (*)
10(l) Copies of Loan Agreement dated as of December 1,
1993 between Anderson County, South Carolina and
the company relating to $6,580,000 Anderson
County, South Carolina Industrial Revenue Bonds
(Culp, Inc. Project) Series 1993, and related
Letter of Credit and Reimbursement Agreement
dated as of December 1, 1993 by and between the
company and First Union National Bank of North
Carolina were filed as Exhibit 10(o) to the
Company's Form 10-Q for the quarter ended
January 30, 1994, filed March 16, 1994, and are
incorporated herein by reference.
10(m) Copies of First Amendment to Loan Agreement
dated as of December 1, 1993 by and between The
Guilford County Industrial Facilities and
Pollution Control Financing Authority and the
company, and related Reimbursement and Security
Agreement dated as of December 1, 1993 between
the company and Wachovia Bank of North Carolina,
National Association were filed as Exhibit 10(p)
to the Company's Form 10-Q for the quarter ended
January 30, 1994, filed March 16, 1994, and are
incorporated herein by reference.
10(n) Copies of First Amendment to Loan Agreement
dated as of December 16, 1993 by and between The
Alamance County Industrial Facilities and
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Pollution Control Financing Authority and the
company, and related First Amendment to Letter
of Credit and Reimbursement Agreement dated as
of December 16, 1993 between First Union
National Bank of North Carolina and the company
were filed as Exhibit 10(q) to the Company's
Form 10-Q for the quarter ended January 30,
1994, filed March 16, 1994, and are incorporated
herein by reference.
10(o) Copies of First Amendment to Loan Agreement
dated as of December 16, 1993 by and between
Chesterfield County, South Carolina and the
company, and related First Amendment to Letter
of Credit and Reimbursement Agreement dated as
of December 16, 1993 by and between First Union
National Bank of North Carolina and the company
were filed as Exhibit 10(r) to the Company's
Form 10-Q for the quarter ended January 30,
1994, filed March 16, 1994, and are incorporated
herein by reference.
10(p) Copy of 1994 Amended and Restated Credit
Agreement dated as of April 15, 1994 by and
among the company, First Union National Bank of
North Carolina and Wachovia Bank of North
Carolina was filed as Exhibit 10(r) to the
company's Form 10-K for the fiscal year ended
May 1, 1994, filed July 27, 1994, and is
incorporated herein by reference.
10(q) Copy of First Amendment to 1994 Amended and
Restated Credit Agreement dated as of April 30,
1994 by and among the company, First Union
National Bank of North Carolina and Wachovia
Bank of North Carolina was filed as Exhibit
10(s) to the company's Form 10-K for the fiscal
year ended May 1, 1994, filed July 27, 1994, and
is incorporated herein by reference.
10(r) Copy of Interest Rate Swap Agreements between
company and NationsBank of Georgia (formerly The
Citizens and Southern National Bank) dated July
14, 1989 were filed as Exhibit 10(t) to the
company's Form 10-K for the fiscal year ended
May 1, 1994, filed July 27, 1994, and are
incorporated herein by reference.
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10(s) Copy of Second Amendment to 1994 Amended and
Restated Credit Agreement dated as of April 30,
1994 by and among the company, First Union Bank
of North Carolina, and Wachovia Bank of North
Carolina was filed as Exhibit 10(s) to the
company's Form 10-Q for the quarter ended July
31, 1994, filed September 13, 1994, and is
incorporated herein by reference.
10(t) Copy of Second Amended Memorandum of Lease with
Partnership 74 dated June 15, 1994 was filed as
Exhibit 10(t) to the company's Form 10-Q for the
quarter ended July 31, 1994, filed September 13,
1994, and is incorporated herein by reference.
10(u) Copy of Share Purchase Agreement dated as of
December 22, 1994, between Masgan Inc. and
Salorna Inc. as Vendors and 3096726 Canada Inc.
as Purchaser, relating to the purchase of
Rayonese Textile Inc. was filed as Exhibit 10(u)
to the company's Form 10-Q for the quarter ended
January 29, 1994 filed March 15, 1995, and is
incorporated herein by reference.
10(v) Copy of Third Amendment to 1994 Amended and
Restated Credit Agreement, dated as of November
1, 1994, by and among the company, First Union
National Bank of North Carolina, N.A. and
Wachovia Bank of North Carolina, N.A. was filed
as Exhibit 10(v) to the company's Form 10-Q for
the quarter ended January 29, 1995, filed March
15, 1995, and is incorporated herein by
reference.
10(w) Copy of the Amendment to Lease dated as of
November 4, 1994, by and between the company and
RDC, Inc. was filed as Exhibit 10(w) to the
company's Form 10-Q for the quarter ended
January 29, 1994, filed March 15, 1995, and is
incorporated herein by reference.
10(x) Copy of the Amendment and Agreement dated as of
December 14, 1994, by and between the company,
Rossville Investments, Inc., Rossville
Companies, Inc., Chromatex, Inc., Rossville
Velours, Inc. and RDC, Inc. was filed as Exhibit
10(x) to the company's Form 10-Q for the quarter
ended January 29, 1995, filed on March 15, 1995,
and is incorporated herein by reference.
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10(y) Copy of the Amendment to Lease Agreement dated
as of December 14, 1994, by and between the
company and Rossville Investments, Inc.
(formerly known as A & E Leasing, Inc.). was
filed as Exhibit 10(y) to the company's Form
10-Q for the quarter ended January 29, 1995,
filed March 15, 1995, and is incorporated herein
by reference.
10(z) Copy of Fourth Amendment to 1994 Amended and
Restated Credit Agreement, dated as of March 6,
1995, by and among the company, First Union
National Bank of North Carolina, N.A., and
Wachovia Bank of North Carolina, N.A.
10(aa) Copy of Interest Rate Swap Agreement between
company and First Union National Bank of North
Carolina dated April 17, 1995.
10(bb) Copy of Performance-Based Stock Option Plan,
dated June 21, 1994.
11 Schedule of computation of earnings per share.
13(a) Copy of the company's 1995 Annual Report to
Shareholders, for the year ended April 30, 1995,
furnished for information only except with
respect to those portions incorporated by refer-
ence into this report.
22 List of subsidiaries of the company.
24(a) Consent of Independent Public Auditors in
connection with the registration statements of
Culp, Inc. on Form S-8 (File Nos. 33-13310,
33-37027, and 33-80206), dated March 20, 1987,
September 18, 1990, and June 13, 1994.
25(a) Power of Attorney of Andrew W. Adams, dated June
19, 1995
25(b) Power of Attorney of Judith C. Walker dated
June 26, 1995.
25(c) Power of Attorney of Howard L. Dunn, Jr., dated
June 20, 1995.
25(d) Power of Attorney of Baxter P. Freeze, dated
6/20/95.
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25(e) Power of Attorney of Earl M. Honeycutt, dated
June 12, 1995.
25(f) Power of Attorney of Patrick H. Norton, dated
June 14, 1995.
25(g) Power of Attorney of Earl N. Phillips, Jr.,
dated June 10, 1995.
25(h) Power of Attorney of Bland W. Worley, dated
June 12, 1995.
27 Financial Data Schedule
b) Reports on Form 8-K:
The company filed the following report on Form 8-K during the quarter
ended April 30, 1995:
(1) Form 8-K dated February 13, 1995, included under Item
5, Other Events, disclosure of the company's press
release for quarterly earnings and Financial
Information Release relating to financial information
for the quarter ended January 29, 1995.
(2) Form 8-K dated March 7, 1995, included under Item 5,
Other Events, disclosure of the company's press release
relating to the completion of the acquisition of
Rayonese Textile Inc.
c) Exhibits:
The exhibits to this Form 10-K are filed at the end of this Form 10-K
immediately preceded by an index. A list of the exhibits begins on page 24
under the subheading "Exhibits Index".
d) Financial Statement Schedules:
See Item 14(a) (2)
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SIGNATURES
Pursuant to the requirements of Section 13 of the Securities
Exchange Act of 1934, CULP, INC. has caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, on the 26th day of
July, 1995.
CULP, INC.
By: /s/ Robert G. Culp, III
Robert G. Culp, III
(Chairman and Chief Executive Officer)
By: /s/ Franklin N. Saxon
Franklin N. Saxon
(Vice President and Chief
Financial and Accounting 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 registrant and in the capacities indicated on the 26th day of
July, 1995.
/s/ Robert G. Culp, III /s/ Franklin N. Saxon
Robert G. Culp, III Franklin N. Saxon
(Chairman of the (Director)
Board of Directors)
/s/ Earl N. Phillips, Jr.* /s/ Judith C. Walker *
Earl N. Phillips, Jr. Judith C. Walker
(Director) (Director)
/s/ Howard L. Dunn, Jr.* /s/ Baxter P. Freeze *
Howard L. Dunn, Jr. Baxter P. Freeze
(Director) (Director)
/s/ Andrew W. Adams * /s/ Patrick H. Norton *
Andrew W. Adams Patrick H. Norton
(Director) (Director)
/s/ Earl M. Honeycutt* /s/ Bland W. Worley *
Earl M. Honeycutt Bland W. Worley
(Director) (Director)
* By Franklin N. Saxon, Attorney-in-Fact, pursuant to Powers of Attorney
filed with the Securities and Exchange Commission.
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EXHIBITS INDEX
10(z) Copy of Fourth Amendment to 1994 Amended and
Restated Credit Agreement, dated as of March 6,
1995, by and among the company, First Union
National Bank of North Carolina, N.A., and
Wachovia Bank of North Carolina, N.A.
10(aa) Copy of Interest Rate Swap Agreement between
company and First Union National Bank of North
Carolina dated April 17, 1995.
10(bb) Copy of Performance-Based Stock Option Plan, dated
June 21, 1994.
11 Schedule of computation of earnings per
share.
13(a) Copy of the company's 1995 Annual Report to
Shareholders, for the year ended April 30,
1995, furnished for information only except
with respect to those portions incorporated
by reference into this report.
22 List of subsidiaries of the company.
24(a) Consent of Independent Public Auditors in
connection with the registration statements
of Culp, Inc. on Form S-8 (File Nos. 33-
13310, 33-37027 and 33-80206, dated March 20,
1987, September 18, 1990, and June 13, 1994.
25(a) Power of Attorney of Andrew W. Adams, dated
June 19, 1995.
25(b) Power of Attorney of Judith C. Walker, dated
June 26, 1995.
25(c) Power of Attorney of Howard L. Dunn, Jr.,
dated June 20, 1995.
25(d) Power of Attorney of Baxter P. Freeze, dated
June 20, 1995.
25(e) Power of Attorney of Earl M. Honeycutt, dated
June 12, 1995.
25(f) Power of Attorney of Patrick H. Norton, dated
June 14, 1995.
25(g) Power of Attorney of Earl N. Phillips, Jr.,
dated June 10, 1995.
25(h) Power of Attorney of Bland W. Worley, dated
June 12, 1995
27 Financial Data Schedule