SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the period ended July 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)
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
Common shares outstanding at July 30, 1995: 11,209,641
Par Value: $.05
INDEX TO FORM 10-Q
July 30, 1995
Page
Part I - Financial Information. ------
------------------------------------------
Item 1. Financial Statements:
Statements of Income--Three Months Ended I-1
July 30, 1995 and July 31, 1994
Balance Sheets--July 30, 1995 and April 30, 1995 I-2
Statements of Cash Flows--Three Months Ended I-3
July 30, 1995 and July 31, 1994
Statements of Shareholders' Equity I-4
Notes to Financial Statements I-5
Sales by Business Unit I-8
Export Sales and Foreign Sales by Geographic Area I-9
Item 2. Management's Discussion and Analysis of Financial I-10
Condition and Results of Operation
Part II - Other Information
-------------------------------------
Item 1. Legal Proceedings II-1
Item 2. Changes in Securities II-1
Item 3. Default Upon Senior Securities II-1
Item 4. Submission of Matters to a Vote of Security Holders II-1
Item 5. Other Information II-1
Item 6. Exhibits and Reports on Form 8-K II-1 - II-5
Signatures II-6
CULP, INC.
CONSOLIDATED INCOME STATEMENTS
FOR THE THREE MONTHS ENDED JULY 30, 1995 AND JULY 31, 1994
(Amounts in Thousands, Except for Per Share Data)
THREE MONTHS ENDED (UNAUDITED)
Amounts Percent of Sales
July 30, July 31, % Over
1995 1994 (Under) 1996 1995
Net sales 72,357 66,349 9.1 % 100.0 % 100.0 %
Cost of sales 60,159 55,249 8.9 % 83.1 % 83.3 %
Gross profit 12,198 11,100 9.9 % 16.9 % 16.7 %
Selling, general and
administrative expenses 8,454 7,569 11.7 % 11.7 % 11.4 %
Income from operations 3,744 3,531 6.0 % 5.2 % 5.3 %
Interest expense 1,297 1,077 20.4 % 1.8 % 1.6 %
Interest income 0 (23) (100.0)% 0.0 % (0.0)%
Other expense (income), net 107 177 (39.5)% 0.1 % 0.3 %
Income before income taxes 2,340 2,300 1.7 % 3.2 % 3.5 %
Income taxes * 825 850 (2.9)% 35.3 % 37.0 %
Net income 1,515 1,450 4.5 % 2.1 % 2.2 %
Average shares outstanding 11,207 11,198 0.1 %
Net income per share $0.14 $0.13 7.7 %
Dividends per share $0.0275 $0.025 10.0 %
* Percent of sales column is calculated as a % of income before income taxes.
I-1
CULP, INC.
CONSOLIDATED BALANCE SHEETS
JULY 30, 1995, JULY 31, 1994 AND APRIL 30, 1995
(Unaudited, Amounts in Thousands)
Amounts Increase
July 30, July 31, (Decrease) * April 30,
1995 1994 Dollars Percent 1995
Current assets
Cash and cash investments 988 380 608 160.0 % 1,393
Accounts receivable 38,243 33,173 5,070 15.3 % 44,252
Inventories 49,363 40,229 9,134 22.7 % 45,771
Other current assets 3,553 2,391 1,162 48.6 % 3,194
Total current assets 92,147 76,173 15,974 21.0 % 94,610
Restricted investments 0 2,202 (2,202) (100.0)% 795
Property, plant & equipment, net 75,744 66,535 9,209 13.8 % 75,805
Goodwill 22,391 18,588 3,803 20.5 % 22,600
Other assets 2,443 1,087 1,356 124.7 % 1,189
Total assets 192,725 164,585 28,140 17.1 % 194,999
Current Liabilities
Current maturities of long-term debt 11,555 4,508 7,047 156.3 % 11,555
Accounts payable 25,864 19,772 6,092 30.8 % 32,250
Accrued expenses 8,520 7,505 1,015 13.5 % 11,532
Income taxes payable 1,139 1,224 (85) (6.9)% 661
Total current liabilities 47,078 33,009 14,069 42.6 % 55,998
Long-term debt 67,662 64,187 3,475 5.4 % 62,187
Deferred income taxes 5,361 3,477 1,884 54.2 % 5,418
Total liabilities 120,101 100,673 19,428 19.3 % 123,603
Shareholders' equity 72,624 63,912 8,712 13.6 % 71,396
Total liabilities and
stockholders' equity 192,725 164,585 28,140 17.1 % 194,999
Shares outstanding 11,210 11,205 5 0.0 % 11,205
* Derived from audited financial statements.
I-2
CULP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED JULY 30, 1995 AND JULY 31, 1994
(Unaudited, Amounts in Thousands)
THREE MONTHS ENDED
Amounts
July 30, July 31,
1995 1994
Cash flows from operating activities:
Net income 1,515 1,450
Adjustments to reconcile net income to net
cash provided by (used in) operating activities:
Depreciation 3,067 2,622
Amortization of intangible assets 148 136
Provision for deferred income taxes (57) 0
Changes in assets and liabilities:
Accounts receivable 6,009 3,570
Inventories (3,592) (3,633)
Other current assets (359) (164)
Other assets (1,276) (49)
Accounts payable (6,386) (10,535)
Accrued expenses (3,012) (653)
Income taxes payable 478 588
Net cash provided by (used in) operating activities (3,465) (6,668)
Cash flows from investing activities:
Capital expenditures (3,006) (5,153)
Purchases of restricted investments 0 (22)
Proceeds from sale of restricted investments 795 743
Business acquired 83 0
Net cash provided by (used in) investing activities (2,128) (4,432)
Cash flows from financing activities:
Proceeds from issuance of long-term debt 7,000 7,200
Principal payments on long-term debt (1,525) (67)
Net increase (decrease) in bank overdrafts 0 1,841
Dividends paid (308) (280)
Proceeds from sale of common stock 21 93
Net cash provided by (used in) financing activities 5,188 8,787
Increase (decrease) in cash and cash investments (405) (2,313)
Cash and cash investments at beginning of period 1,393 2,693
Cash and cash investments at end of period 988 380
I-3
Culp, Inc.
STATEMENTS OF SHAREHOLDERS' EQUITY
(unaudited)
(Dollars in thousands, except per share data)
Capital
Contributed Total
Common Stock in Excess Retained Shareholders'
Shares Amount of Par Value Earnings Equity
Balance, May 1, 1994 11,177,353 $ 558 $ 16,487 $ 45,604 $ 62,649
Cash dividends (1,120) (1,120)
($.10 per share)
Net income 9,775 9,775
Common stock issued in
connection with stock
option plan 27,413 2 90 92
Balance, April 30, 1995 11,204,766 $ 560 $ 16,577 $ 54,259 $ 71,396
Cash dividends (308) (308)
($.025 per share)
Net income 1,515 1,515
Common stock issued in
connection with stock
option plan 4,875 0 21 21
Balance, April 30, 1995 11,209,641 $ 560 $ 16,598 $ 55,466 $ 72,624
I-4
Culp, Inc.
NOTES TO FINANCIAL STATEMENTS
(unaudited)
1. Basis of Presentation
The financial information included herein is
unaudited; however, such information reflects all
adjustments which are, in the opinion of management,
necessary for a fair statement of results for the interim
periods. Certain amounts for fiscal year 1995 have been
reclassified to conform with the fiscal year 1996
presentation. Such reclassifications had no effect on net
income as previously reported. All such adjustments are
of a normal recurring nature. The results of operations
for the three months ended July 30, 1995 are not necessarily
indicative of the results to be expected for the full year.
2. Accounts Receivable
The company factors a portion of its accounts
receivable, primarily on a nonrecourse basis. The
factoring arrangements are used solely for credit
purposes, and not for borrowing purposes.
A summary of accounts receivable follows (dollars in thousands):
--------------------------------------------------------------------
July 30, 1995 April 30, 1995
--------------------------------------------------------------------
Customers $ 37,686 $ 44,014
Factors
1,467 1,314
Allowance for doubtful accounts
(500) (739)
Reserve for returns and allowances
(410) (337)
--------------------------------------------------------------------
--------------------------------------------------------------------
$ 38,243 $ 44,252
=========================================================
3. Inventories
Inventories are carried at the lower of cost of market.
Cost is determined for substantially all inventories using
the LIFO (last-in, first-out) method.
A summary of inventories follows (dollars in thousands):
-------------------------------------------------------------------
-------------------------------------------------------------------
July 30, 1995 April 30, 1995
-------------------------------------------------------------------
-------------------------------------------------------------------
Raw materials $ 27,033 $ 25,385
Work-in-process 7,013 3,465
Finished goods 18,300 19,834
-------------------------------------------------------------------
-------------------------------------------------------------------
Total inventories valued at FIFO cost 47,416 48,684
Adjustments to reduce FIFO cost to LIFO cost (2,983) (2,913)
-------------------------------------------------------------------
-------------------------------------------------------------------
$ 49,363 $ 45,771
========================================================
I-5
Culp, Inc.
NOTES TO FINANCIAL STATEMENTS
(unaudited)
4. Accounts Payable:
A summary of accounts payable follows (dollars in thousands):
-------------------------------------------------------------------
-------------------------------------------------------------------
July 30, 1995 April 30, 1995
-------------------------------------------------------------------
-------------------------------------------------------------------
Bank overdraft $ -0- $ -0-
Accounts payable-trade 22,443 22,647
Accounts payable-capital expenditures 3,421 9,603
------------------------------------------------------------------
------------------------------------------------------------------
$ 25,864 $ 32,250
=========================================================
5. Accrued Expenses
A summary of accrued expenses follows (dollars in thousands):
-------------------------------------------------------------------
-------------------------------------------------------------------
July 30, 1995 April 30, 1995
--------------------------------------------------------------------
--------------------------------------------------------------------
Compensation $ 3,335 $ 5,252
Acquisition costs 1,280 1,595
Other 3,905 4,685
--------------------------------------------------------------------
--------------------------------------------------------------------
$ 8,520 $ 11,532
========================================================
6. Long-term Debt
A summary of long-term debt follows (dollars in thousands).
------------------------------------------------------------------
------------------------------------------------------------------
July 30, 1995 April 30, 1995
------------------------------------------------------------------
------------------------------------------------------------------
Secured term loan $ 40,000 $ 41,500
Industrial revenue bonds 15,762 15,787
Subordinated note payable 1,000 1,000
Convertible note payable 5,455 5,455
Revolving credit line 17,000 10,000
-------------------------------------------------------------------
-------------------------------------------------------------------
$ 79,217 $ 73,742
Less current maturities (11,555) (11,555)
------------------------------------------------------------------
------------------------------------------------------------------
$ 67,662 $ 62,187
========================================================
On November 7, 1994, the company amended its loan
agreements, in order to provide a significantly lower
interest rate spread above LIBOR, an additional $8.0 million
in term debt to prepay the majority of the subordinated
note payable, which carried an interest rate of prime plus
one-half percent, and fewer financial covenants.
The company's loan agreements require, among other things, that
the company maintain certain financial ratios. At July
30, 1995, the company was in compliance with these
required covenants.
I-6
Culp, Inc.
NOTES TO FINANCIAL STATEMENTS
(unaudited)
7. Acquisition
On March 6, 1995, the company acquired Rayonese Textile
Inc. (Rayonese), a manufacturer of home furnishings fabrics
based near Montreal, Canada. The transaction has a
preliminary estimated value of approximately $10.5 million
and included the purchase of 100% of the Rayonese
common stock and the assumption of Rayonese's funded debt.
The acquisition was accounted for as a purchase, and
accordingly, the purchase price has been allocated to the
assets acquired and the liabilities assumed based on their
estimated fair values at the date of acquisition. The
preliminary estimated fair values of assets and retained
liabilities acquired are summarized below:
-----------------------------------------------------------
-----------------------------------------------------------
(dollars in thousands) March 6, 1995
-----------------------------------------------------------
-----------------------------------------------------------
Accounts receivable, net $ 1,994
Inventories 1,894
Other current assets 89
Property, plant and equipment 5,000
Goodwill 4,137
Accounts payable and accrued expenses (2,659)
$ 10,455
========================================================
8. Cash Flow Information
Payments for interest and income taxes during the period
were (dollars in thousands)
------------------------------------------------------------
------------------------------------------------------------
1996 1995
-------------------------------------------------------------
-------------------------------------------------------------
Interest $ 1,374 $ 4,668
Income taxes 347 4,071
========================================================
I-7
CULP, INC.
SALES BY BUSINESS UNIT
FOR THREE MONTHS ENDED JULY 30, 1995
AND JULY 31, 1994
(Amounts in thousands)
THREE MONTHS ENDED (UNAUDITED)
Amounts Percent of Total Sales
July 30, July 31, % Over
Business Units 1995 1994 (Under) 1996 1995
Upholstery Fabrics
Flat Wovens
Existing Culp 17,584 19,613 (10.3)% 24.3 % 29.6 %
Rossville/Chromatex 15,358 15,140 1.4 % 21.2 % 22.8 %
32,942 34,753 (5.2)% 45.5 % 52.4 %
Velvets/Prints 23,523 20,644 13.9 % 32.5 % 31.1 %
56,465 55,397 1.9 % 78.0 % 83.5 %
Mattress Ticking 15,892 * 10,952 45.1 % 22.0 % 16.5 %
72,357 66,349 9.1 % 100.0 % 100.0 %
* Includes Rayonese Shipments of $1,769.
I-8
CULP, INC.
EXPORT AND FOREIGN SALES BY GEOGRAPHIC AREA
FOR THREE MONTHS ENDED JULY 30, 1995 AND JULY 31, 1994
(Amounts in thousands)
THREE MONTHS ENDED (UNAUDITED)
Amounts Percent of Total Sales
July 30, July 31, % Over
Geographic Area 1995 1994 (Under) 1996 1995
North America (Excluding USA) 4,544 * 3,609 25.9 % 31.5 % 32.5 %
Europe 2,875 2,798 2.8 % 19.9 % 25.2 %
Middle East 2,112 863 144.7 % 14.7 % 7.8 %
Far East & Asia 1,639 1,876 (12.6)% 11.4 % 16.9 %
South America 445 308 44.5 % 3.1 % 2.8 %
All other areas 2,797 1,655 69.0 % 19.4 % 14.9 %
14,412 11,109 29.7 % 100.0 % 100.0 %
* Includes Rayonese shipments of $1,769.
I-9
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following analysis of the financial condition and
results of operations should be read in conjunction with
the Financial Statements and Notes thereto included
elsewhere in this report.
Overview
For the three months ended July 31, 1995, net sales were
$72.4 million, up 9% from $66.3 million in the
year-earlier period. Net income for the quarter totaled
$1,515,000, or $0.14 per share, compared with
$1,450,000, or $0.13 per share, for the first quarter of
fiscal 1995. Of the increase of $6.1 million in sales,
$1.8 million was attributable to the contribution from
Rayonese Textile which was acquired during the fourth
quarter of fiscal 1995. (See text below.) The increase
in sales, excluding that contribution, primarily
reflected higher shipments of upholstery fabrics and
mattress ticking to U.S.-based manufacturers and
increased exports of upholstery fabrics.
The overall trend in incoming orders was slower during
the period. This pattern, which initially became
evident toward the close of fiscal 1995, appeared to
reflect caution by furniture manufacturers about the
outlook for consumer spending. The company believes this
trend is temporary and that business conditions are more
positive, as evidenced by a somewhat accelerated pace of
demand in recent weeks. Additionally, the trend of interest
rates has improved, with mortgage rates becoming more
attractive.
Rayonese Textile Inc. Acquisition
On March 6, 1995, the company completed the acquisition
of Rayonese Textile Inc. The transaction has a preliminary
estimated value of approximately $10.5 million and includes
the purchase of 100% of the Rayonese common stock and the
assumption of Rayonese's funded debt. The acquisition is
described in more detail elsewhere in this report and
in the company's filing with the Securities and
Exchange Commission on Form 8-K filed December 23, 1994.
Also see footnote 7 to the Consolidated Financial
Statements.
I-10
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(continued)
Analysis of Operations
The table below sets forth certain items in the
Statements of Income as a percentage of net sales. Income
taxes are expressed as a percentage of income before income
taxes.
Three Months Ended
July 30, July 31,
1995 1994
Net Sales 100.0% 100.0%
Cost of Sales 83.1 83.3
Gross Profit 16.9 16.7
Selling, General and
Administrative Expenses 11.7 11.4
Income from Operations 5.2 5.3
Interest Expense 1.8 1.6
Interest Income 0.0 0.0
Other Expense (Income), Net 0.1 0.3
Income Before Income Taxes 3.2 3.5
Income Taxes 35.3 37.0
Net Income 2.1% 2.2%
Liquidity and Capital Resources
The company continues to maintain a sound financial
position. Funded long- and short-term debt increased to
$79.2 million at the close of the first quarter, up from
$72.9 million at the close of fiscal 1995. As a
percentage of total capital (debt plus total shareholders'
equity), the company's debt amounted to 52.2% as of July
30, 1995, up slightly from the
I-11
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(continued)
end of fiscal 1995. The company's current ratio as of
July 30, 1995 was 2.0 compared with 1.7 as of April 30,
1995. Shareholders' equity increased to $72.6 million as
of July 30, 1995 compared with $71.4 million at the end of
fiscal 1995.
Because of seasonal factors, the company typically invests
cash on a net basis for operating activities during the
first quarter. During the first quarter of fiscal 1995,
the deficit in operating cash flow totaled $3.5 million.
Borrowings of $7.0 million under a revolving credit
agreement were used to fund operations during the first
quarter.
The company's borrowings are through financing
arrangements with two banks which provide for a term
loan of $44.0 million and a revolving credit agreement
of $33.5 million. As of July 30, 1995, the company
had $16.5 million in borrowings available under the
revolving credit agreement.
The company's Board of Directors has approved a capital
expenditure budget of $11.0 million for fiscal 1996.
Capital spending during the first quarter totaled $3.0
million. The company believes that cash flows from
operations and funds available under existing credit
facilities will be sufficient to fund capital expenditures
as well as financing needs related to operations during
the remainder of fiscal 1996.
Inflation
The company is experiencing increases in raw material costs
and the expense of other operating items. Competitive
conditions have not allowed the company to fully offset
these increases by raising prices, a condition which has led
to a slight decline in margins. Although the company
has announced plans to implement higher prices later this
fiscal year, some continuing pressure on profitability may
occur over the remainder of fiscal 1996.
Three Months Ended July 30, 1995 Compared With Three
Months Ended July 31, 1994
Sales by major Business Unit and Export and Foreign Sales
by Geographic Area for the three months are set forth in
separate schedules on pages I-8 and I-9.
I-12
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(continued)
Sales of upholstery fabrics as a whole were up $1.1 million
from a year ago. Lower sales of flat wovens were more
than offset by increased sales of velvets/prints. The
gain in sales of mattress ticking primarily reflected
higher shipments to existing accounts and $1.8 million from
Rayonese Textile, which was acquired on March 6, 1995.
Exports, consisting primarily of upholstery fabrics,
increased to $14.4 million, up 30% from $11.1 million in
the year-earlier period. The sales of Rayonese Textile
are considered as exports and added to the year-to-year
gain.
Gross profit increased both in absolute dollars and as a
percentage of net sales. The higher gross profit percentage
reflects a $150,000 credit recorded in the first quarter of
fiscal 1996 related to the successful resolution of a North
Carolina sales tax matter. The company is continuing to
experience higher prices for raw materials, a trend which
began during the second half of fiscal 1995. The company
has been able to offset most of the higher costs through
increased operating productivity as well as by raising
prices. The company has announced a 2% price increase
to become effective during the second fiscal quarter.
Selling, general and administrative expenses increased
slightly as a percentage of net sales. Although the
company is continuing to emphasize cost-containment
programs, planned increases in expenses related to new
fabric designs and marketing resources led to the higher
ratio of expenses.
Net interest expense increased to $1.3 million compared
with $1.1 million in the year-earlier period. The
increase principally reflected the additional borrowings
related to the acquisition of Rayonese Textile and, to a
lesser degree, higher prevailing interest rates.
Other expense (income), net decreased in comparison to
the first quarter of fiscal 1995 due to the recording of a
$100,000 credit related to the favorable settlement of an
environmental dispute with the former owner of one of the
company's facilities.
The effective tax rate declined to 35.3% compared with
37.0%. The decrease was primarily due to a higher
percentage of income from international operations which
are taxed at a lower rate.
I-13
Part II - OTHER INFORMATION
----------------------------
Item 1. Legal Proceedings
There are no legal proceedings that are required to be disclosed under
this item.
Item 2. Change in Securities
None
Item 3. Default Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) The following exhibits are filed as part of this
report or incorporated by reference herein.
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 July 25, 1991, and are
incorporated herein by reference.
10(a) 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
II-1
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) 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
April 29, 1990, and are incorporated
herein by reference.
10(c) Loan Agreement dated January 5, 1990
with the with the Guilford County
Industrial Facilities and Pollution
Control Financing Authority, North
Carolina, relating to Series 1989 Industrial
Reve- nue 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 was 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 is incorporated herein by
reference.
10(d) 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) 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) 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) Management Incentive Plan of the company,
dated August 1986 and amended July 1989,
was 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.
II-2
10(h) Amendment and Restatement of the
Employees's 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, 1992, and is
incorporated herein by reference.
10(i) 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) 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) 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) 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 was filed
as Exhibit 10(o) to the company's Form 10-Q,
filed on March 15, 1994, and is
incorporated herein by reference.
10(m) 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 was
filed as Exhibit 10(p) to the company's Form
10-Q, filed on March 15, 1994, and is
incorporated herein by reference.
II-3
10(n) First Amendment to Loan Agreement dated
as of December 16, 1993 by and between
The Alamance County Industrial Facilities
and 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 was filed as Exhibit 10(q) to the
company's Form 10-Q filed, filed on March
15, 1994, and is incorporated herein by
reference.
10(o) 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 was
filed as Exhibit 10(r) to the
company's Form 10-Q, filed on March 15,
1994, and is incorporated herein by
reference.
10(p) 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, filed on
July 27, 1994, and are incorporated
herein by reference.
10(q) 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,
1995, filed on March 15, 1995, and is
incorporated herein by reference.
10(r) 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, 1995, filed on March 15, 1995,
and is incorporated herein by reference.
10(s) 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
II-4
the company's Form 10-Q, for the quarter
ended January 29, 1995, filed on March 15,
1995, and is incorporated herein by
reference.
10(t) 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 on March 15, 1995, and
is incorporated herein by reference.
10(u) Interest Rate Swap Agreement between
company and First Union National Bank of
North Carolina dated April 17, 1995, was
filed as Exhibit 10(aa) to the company's
Form 10-K for the year ended April 30,
1995, filed on July 26, 1995, and is
incorporated herein by reference.
10(v) Performance-Based Stock Option Plan, dated
June 21, 1994, was filed as Exhibit
10(bb) to the company's Form 10-K for the
year ended April 30, 1995, filed on July
26, 1995, and is incorporated herein by
reference.
10(w) Interest Rate Swap Agreement between
company and First Union National Bank of
North Carolina, dated May 31, 1995.
10(x) Interest Rate Swap Agreement between
company and First Union National Bank of
North Carolina, dated July 7, 1995.
10(y) 1995 Amended and Restated Credit Agreement
by and among Culp, Inc., First Union
National Bank of North Carolina and
Wachovia Bank of North Carolina, N.A.,
dated July 1, 1995.
27 Financial Data Schedule.
(b) Reports on Form 8-K:
The following report on Form 8-K was filed during the
period covered by this report:
(1) Form 8-K dated June 2, 1995, included under
Item 5, Other Events, disclosure of the
company's press release for quarterly earnings
and the company's Financial Information
Release relating to the financial
information for the fiscal year ended April 30,
1995.
II-5
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned thereunto duly
authorized.
CULP, INC.
(Registrant)
Date: September 12, 1995 By: s/s Franklin N. Saxon
------------------ -------------------------
Franklin N. Saxon
Vice President and
Chief Financial Officer
(Authorized to sign on behalf
of the registrant and
also signing as principal
accounting officer)
Date: September 12, 1995 By: s/s Stephen T. Hancock
--------------------- --------------------
Stephen T. Hancock
General Accounting Manager
(Chief Accounting Officer)
II-6
EXHIBIT INDEX
No. Exhibit
10(w) Interest Rate Swap Agreement between
company and First Union National Bank of
North Carolina, dated May 31, 1995.
10(x) Interest Rate Swap Agreement between
company and First Union National
Bank of North Carolina, dated July 7, 1995.
10(y) 1995 amended and Restated Credit Agreement
by and among Culp, Inc., First Union
national Bank of North Carolina and Wachovia
Bank of North Carolina, N.A., dated July 1,
1995.