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 28, 1996
Commission File No. 0-12781
CULP, INC.
(Exact name of registrant as specified in its charter)
NORTH CAROLINA 56-1001967
(State or other jurisdiction (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 28, 1996: 11,302,613
Par Value: $.05
INDEX TO FORM 10-Q
July 28, 1996
Part I - Financial Information. Page
- ------------------------------------------ -------
Item 1. Financial Statements:
Statements of Income--Three Months Ended I-1
July 28, 1996, and July 30, 1995
Balance Sheets--July 28, 1996, July 30, 1995, I-2
and April 28, 1996
Statements of Cash Flows---Three Months I-3
ended July 28, 1996 and July 30, 1995
Statements of Shareholders' Equity I-4
Notes to Financial Statements I-5
Sales by Product Category/Business Unit I-8
International 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 28, 1996 AND JULY 30, 1995
(Amounts in Thousands, Except for Per Share Data)
THREE MONTHS ENDED (UNAUDITED)
-------------------------------------------------------------
Amounts Percent of Sales
---------------------- ----------------------
July 28, July 30, % Over
1996 1995 (Under) 1997 1996
---------- -------- ---------- --------- ---------
Net sales $ 90,529 72,357 25.1 % 100.0 % 100.0 %
Cost of sales 74,609 60,159 24.0 % 82.4 % 83.1 %
--------- --------- ---------- --------- ---------
Gross profit 15,920 12,198 30.5 % 17.6 % 16.9 %
Selling, general and
administrative expenses 10,864 8,454 28.5 % 12.0 % 11.7 %
--------- --------- ---------- --------- ---------
Income from operations 5,056 3,744 35.0 % 5.6 % 5.2 %
Interest expense 1,182 1,297 (8.9) % 1.3 % 1.8 %
Interest income (57) 0 ** % (0.1) % 0.0 %
Other expense (income), net 395 107 269.2 % 0.4 % 0.1 %
--------- --------- ---------- --------- ---------
Income before income taxes 3,536 2,340 51.1 % 3.9 % 3.2 %
Income taxes * 1,326 825 60.7 % 37.5 % 35.3 %
--------- --------- ---------- --------- ---------
Net income $ 2,210 1,515 45.9 % 2.4 % 2.1 %
========= ========= ========== ========= =========
Average shares outstanding 11,297 11,207 0.8 %
Net income per share $0.20 $0.14 42.9 %
Dividends per share $0.0325 $0.0275 18.2 %
* Percent of sales column is calculated as a % of income before income taxes.
** Measurement is not meaningful.
I-1
CULP, INC.
CONSOLIDATED BALANCE SHEETS
JULY 28, 1996, JULY 30, 1995 AND APRIL 28, 1996
(Unaudited, Amounts in Thousands)
Amounts
------------------------- Increase
(Decrease)
July 28, July 30, ----------------------- * April 28,
1996 1995 Dollars Percent 1996
---------- --------- ----------- --------- --------
Current assets
Cash and cash investments $ 1,709 988 721 73.0 % 498
Accounts receivable 42,262 38,243 4,019 10.5 % 52,038
Inventories 51,676 49,363 2,313 4.7 % 47,395
Other current assets 3,911 3,553 358 10.1 % 4,191
---------- ---------- --------- ----------- --------
Total current assets 99,558 92,147 7,411 8.0 % 104,122
Restricted investments 5,244 0 5,244 5,250
Property, plant & equipment, net 78,292 75,744 2,548 3.4 % 76,961
Goodwill 22,720 22,391 329 1.5 % 22,871
Other assets 2,469 2,443 26 1.1 % 2,440
---------- ---------- --------- ----------- --------
Total assets $ 208,283 192,725 15,558 8.1 % 211,644
========== ========== ========= =========== ========
Current
Liabilities
Current maturities of long-term debt $ 7,100 11,555 (4,455) (38.6) % 7,100
Accounts payable 24,233 25,864 (1,631) (6.3) % 27,308
Accrued expenses 13,295 8,520 4,775 56.0 % 12,564
Income taxes payable 1,295 1,139 156 13.7 % 197
---------- ---------- --------- ----------- --------
Total current liabilities 45,923 47,078 (1,155) (2.5) % 47,169
Long-term debt 70,916 67,662 3,254 4.8 % 74,941
Deferred income taxes 8,088 5,361 2,727 50.9 % 8,088
---------- ---------- --------- ----------- --------
Total liabilities 124,927 120,101 4,826 4.0 % 130,198
Shareholders' equity 83,356 72,624 10,732 14.8 % 81,446
---------- ---------- --------- ----------- --------
Total liabilities and
shareholders' equity $ 208,283 192,725 15,558 8.1 % 211,644
========== ========== ========= =========== ========
Shares 11,303 11,210 93 0.8 % 11,290
outstanding
========== ========== ========= =========== ========
* Derived from audited financial statements.
I-2
CULP, INC. FINANCIAL INFORMATION RELEASE
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED JULY 28, 1996 AND JULY 30, 1995
(Unaudited, Amounts in Thousands)
THREE MONTHS ENDED
-------------------------------------
Amounts
-------------------------------------
July 28, July 30,
1996 1995
----------------- -----------------
Cash flows from operating activities:
Net income $ 2,210 1,515
Adjustments to reconcile net income to net
cash provided by (used in) operating activities:
Depreciation 3,144 3,067
Amortization of intangible assets 198 148
Provision for deferred income taxes 0 (57)
Changes in assets and liabilities:
Accounts receivable 9,776 6,009
Inventories (4,281) (3,592)
Other current assets 280 (359)
Other assets (76) 93
Accounts payable 131 (1,787)
Accrued expenses 731 (3,012)
Income taxes payable 1,098 478
----------------- -----------------
Net cash provided by (used in) operating activities 13,211 2,503
----------------- -----------------
Cash flows from investing activities:
Capital expenditures (4,475) (3,006)
Purchases of restricted investments (53) 0
Purchase of investments to fund deferred compensation liability 0 (1,286)
Proceeds from sale of restricted investments 59 795
----------------- -----------------
Net cash provided by (used in) investing activities (4,469) (3,497)
----------------- -----------------
Cash flows from financing activities:
Proceeds from issuance of long-term debt 0 7,000
Principal payments on long-term debt (4,025) (1,525)
Change in accounts payable-capital expenditures (3,206) (4,599)
Dividends paid (368) (308)
Proceeds from sale of common stock 68 21
----------------- -----------------
Net cash provided by (used in) financing activities (7,531) 589
----------------- -----------------
Increase (decrease) in cash and cash investments 1,211 (405)
Cash and cash investments at beginning of period 498 1,393
----------------- -----------------
Cash and cash investments at end of period $ 1,709 988
================= =================
I-3
Culp, Inc.
CONSOLIDATED 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, April 30, 1995 11,204,766 $ 560 $ 16,577 $ 54,259 $ 71,396
Cash dividends (1,236) (1,236)
($.11 per share)
Net income 10,980 10,980
Common stock issued in
connection with
stock option plan 85,534 5 301 306
----------------------------------------------------------------------------------------------------
Balance, April 28, 1996 11,290,300 $ 565 $ 16,878 $ 64,003 $ 81,446
Cash dividends (368) (368)
($.0325per
share)
Net income 2,210 2,210
Common stock issued in
connection with
stock
option plan 12,313 68 68
----------------------------------------------------------------------------------------------------
Balance, July 28, 1996 11,302,613 $ 565 $ 16,946 $ 65,845 $ 83,356
====================================================================================================
I-4
Culp, Inc.
NOTES TO CONSOLIDATED 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 1996 have been reclassified to conform with
the fiscal year 1997 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 28, 1996 are not
necessarily indicative of the results to be expected for the full year.
================================================================================
2. Accounts Receivable
A summary of accounts receivable follows (dollars in thousands):
- -------------------------------------------------------------------------------
July 28, 1996 April 28, 1996
- --------------------------------------------------------------------------------
Customers $ 43,532 $ 53,321
Factors -0- 71
Allowance for doubtful accounts (999) (1,016)
Reserve for returns and allowances (271) (338)
- --------------------------------------------------------------------------------
$ 42,262 $ 52,038
================================================================================
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 28, 1996 April 28, 1996
- --------------------------------------------------------------------------------
Raw materials $ 30,462 $ 29,150
Work-in-process 3,338 5,067
Finished goods 21,861 16,708
- -------------------------------------------------------------------------------
Total inventories valued at FIFO cost 55,661 50,925
Adjustments of certain inventories
to the LIFO cost method (3,985) (3,530)
- --------------------------------------------------------------------------------
$ 51,676 $ 47,395
================================================================================
I-5
Culp, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
4. Accounts Payable
A summary of accounts payable follows (dollars in thousands):
- --------------------------------------------------------------------------------
July 28, 1996 April 28, 1996
- --------------------------------------------------------------------------------
Bank overdraft $ -0- $ -0-
Accounts payable-trade 21,701 21,570
Accounts payable-capital expenditures 2,532 5,738
- --------------------------------------------------------------------------------
$ 24,233 $ 27,308
================================================================================
5. Accrued Expenses
A summary of accrued expenses follows (dollars in thousands):
- --------------------------------------------------------------------------------
July 28, 1996 April 28, 1996
- --------------------------------------------------------------------------------
Compensation and benefits $ 8,421 $ 8,153
Other 4,874 4,411
- --------------------------------------------------------------------------------
$ 13,295 $ 12,564
================================================================================
6. Long-term Debt
A summary of long-term debt follows (dollars in thousands).
- --------------------------------------------------------------------------------
July 28, 1996 April 28, 1996
- --------------------------------------------------------------------------------
Industrial revenue bondsand other obligations $ 22,216 $ 22,241
Revolving credit line 20,800 23,300
Term loan 34,000 35,500
Subordinated note payable 1,000 1,000
- --------------------------------------------------------------------------------
78,016 82,041
Less current maturities (7,100) (7,100)
- --------------------------------------------------------------------------------
$ 70,916 $ 74,941
================================================================================
I-6
Culp, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
The company has an unsecured loan agreement with two banks, which provides
for a $36,000,000 five-year term loan and a $33,500,000 Revolving Credit Line,
which also has a five-year term. The term loan requires monthly installments of
$500,000 and a final payment of $6,500,000 on March 1, 2001. The Revolving
Credit Line requires payment of an annual facility fee in advance.
The company's loan agreements require, among other things, that the company
maintain certain financial ratios. At July 28, 1996, the company was in
compliance with these required financial covenants.
At July 28, 1996, the company had three interest rate swap agreements in
order to reduce its exposure to floating interest rates on a portion of its
variable rate borrowings.
The following table summarizes certain data regarding the interest rate
swaps:
notional amount interest rate expiration date
$ 15,000,000 7.3% April 2000
$ 5,000,000 6.9% June 2002
$ 5,000,000 6.6% July 2002
Net amounts paid under these agreements increased interest expense for the
three months ended July 28, 1996 and July 30, 1995 by approximately $92,000 and
$49,000, respectively. Management believes the risk of incurring losses
resulting from the inability of the bank to fulfill its obligation under the
interest rate swap agreements to be remote and that any losses incurred would be
immaterial.
================================================================================
7. Cash Flow Information
Payments for interest and income taxes during the period were (dollars in
thousands)
- --------------------------------------------------------------------------------
1997 1996
- --------------------------------------------------------------------------------
Interest $1,006 $ 1,374
Income taxes 228 347
================================================================================
8. Foreign Exchange Forward Contracts
The company generally enters into foreign exchange forward contracts as a
hedge against its exposure to currency fluctuations on firm commitments to
purchase certain machinery and equipment and raw materials. Machinery and
equipment and raw material purchases hedged by foreign exchange forward
contracts are valued by using the exchange rate of the applicable foreign
exchange forward contract. At July 28, 1996, the company had approximately
$1,200,000 of foreign exchange forward contracts outstanding.
I-7
CULP, INC. FINANCIAL INFORMATION RELEASE
SALES BY PRODUCT CATEGORY/BUSINESS UNIT
FOR THREE MONTHS MONTHS ENDED JULY 28, 1996 AND JULY 30, 1995
(Amounts in thousands)
THREE MONTHS ENDED (UNAUDITED)
---------------------------------------------------------------
Amounts Percent of Total Sales
-------------------- ----------------------
July 28, July 30, % Over
Product Category/Business Unit 1996 1995 (Under) 1997 1996
- --------------------------------------- ---------- -------- --------- --------- -------
Upholstery Fabrics
Culp Textures $ 20,801 17,584 18.3 % 23.0 % 24.3 %
Rossville/Chromatex 18,165 15,358 18.3 % 20.1 % 21.2 %
-------- -------- -------- ---------- -------
38,966 32,942 18.3 % 43.0 % 45.5 %
Velvets/Prints 34,867 23,523 48.2 % 38.5 % 32.5 %
-------- -------- -------- ---------- -------
73,833 56,465 30.8 % 81.6 % 78.0 %
Mattress Ticking
Culp Home Fashions (1) 16,696 15,892 5.1 % 18.4 % 22.0 %
-------- -------- -------- ---------- -------
* $ 90,529 72,357 25.1 % 100.0 % 100.0 %
======== ======== ======== ========== =======
*US. Domestic sales were $69,001 and $57,945 for the three months of fiscal 1997
and fiscal 1996, respectively.
The percentage increase in U.S. Domestic sales was 19.1% for the three months.
(1) Formerly known as Culp Ticking
I-8
CULP, INC. FINANCIAL INFORMATION RELEASE
INTERNATIONAL SALES BY GEOGRAPHIC AREA
FOR THREE MONTHS MONTHS ENDED JULY 28, 1996 AND JULY 30, 1995
(Amounts in thousands)
THREE MONTHS ENDED (UNAUDITED)
------------------------------------------------------------
Amounts Percent of Total Sales
---------------------- ----------------------
July 28, July 30, % Over
Geographic Area 1996 1995 (Under) 1997 1996
- -------------------------------------- --------- --------- -------- ---------- --------
North America (Excluding USA) $ 7,958 4,568 74.2 % 37.0 % 31.7 %
Europe 4,723 3,185 48.3 % 21.9 % 22.1 %
Middle East 4,196 2,112 98.7 % 19.5 % 14.7 %
Far East & Asia 3,694 2,251 64.1 % 17.2 % 15.6 %
South America 366 445 (17.8) % 1.7 % 3.1 %
All other areas 592 1,850 (68.0) % 2.7 % 12.8 %
------- ---------- --------- ----------- ---------
$ 21,528 14,412 49.4 % 100.0 % 100.0 %
====== ========== ========= =========== =========
I-9
MANAGEMENT'S DISCUSSION & ANALYSIS 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 28, 1996, net sales were $90.5 million, up 25%
from $72.4 million in the year-earlier period. Net income for the quarter
totaled $2.2 million, or $0.20 per share, compared with $1.5 million, or $0.14
per share, for the first quarter of fiscal 1996. The increase in sales primarily
reflected higher shipments of upholstery fabrics and, to a lesser degree,
increased sales of mattress ticking to both U.S.-based and international
manufacturers. The company experienced a generally favorable pattern in incoming
orders during the period. Sales to customers outside the United States rose 49%
for the quarter and are continuing to account for an increasing percentage of
the company's total sales. The pace of incoming orders has remained positive,
but demand over the remainder of fiscal 1997 will depend on the trend in
consumer purchases of home furnishings.
Analysis of Operations
The table below sets forth certain items in the Consolidated 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 28, July 30,
1996 1995
----------------- -----------------
Net sales 100.0% 100.0%
Cost of sales 82.4 83.1
----------------- -----------------
Gross profit 17.6 16.9
Selling, general and
administrative expenses 12.0 11.7
----------------- -----------------
5.6 5.2
Income from operations
Interest expense 1.3 1.8
Interest income -0.1 0.0
Other expense (income), net 0.4 0.1
----------------- -----------------
Income before
income taxes 3.9 3.2
Income taxes (*) 37.5 35.3
----------------- -----------------
Net income 2.4% 2.1%
================= =================
(*) Calculated as a percent of income before income taxes.
I-10
MANAGEMENT'S DISCUSSION & ANALYSIS OF OPERATIONS
Three Months Ended July 28, 1996 Compared With Three Months Ended July 30, 1995
The following table sets forth the company's sales divided into various
categories with the year-to-year percentage change in each case. In addition to
showing sales between the major product categories of Upholstery Fabrics and
Mattress Ticking, the table shows sales by the company's four business units:
Culp Textures, Rossville/Chromatex, Velvets/Prints and Culp Home Fashions (which
primarily produces mattress ticking).
(dollars in thousands)
AMOUNTS
--------------------------------------------
July 28, July 30, Percent
Product Category/Business Unit 1996 1995 Change
- --------------------------------------- -------------------- ------------------- ----------------
Upholstery Fabrics
Culp Textures $ 20,801 $ 17,584 18.3%
Rossville/Chromatex 18,165 15,358 18.3%
-------------------- ------------------- ----------------
38,966 32,942 18.3%
Velvets/Prints 34,867 23,523 48.2%
-------------------- ------------------- ----------------
73,833 56,465 30.8%
Mattress Ticking
Culp Home Fashions 16,696 15,892 5.1%
-------------------- ------------------- ----------------
$ 90,529 $ 72,357 25.1%
==================== =================== ================
Sales of upholstery fabrics increased $17.4 million, or 31%, from a year ago.
Each of the business units in this category recorded higher sales. Sales of
mattress ticking rose $804,000, or 5%, from a year ago. International sales,
consisting primarily of upholstery fabrics, increased to $21.5 million, up 49%
from the year-earlier period. As a result of this gain, international sales
accounted for 24% of the company's sales compared with 20% a year ago.
Gross profit increased both in absolute dollars and as a percentage of net
sales. The higher profitability principally relates to products produced by the
Culp Textures and Velvets/Prints business units. The increased gross profit
reflects higher operating efficiencies as a result of the growth in sales as
well as the company's ongoing capital investment in equipment designed to
I-11
MANAGEMENT'S DISCUSSION & ANALYSIS OF OPERATIONS
lower manufacturing costs and raise productivity.
Selling, general and administrative expenses increased as a percentage of net
sales. Although the company is continuing to emphasize cost-containment
programs, planned increases in expenses related to resources for designing new
fabrics and higher selling commissions related to international sales led to the
higher ratio of expenses to net sales. The accrual for incentive-based
compensation plans also increased significantly compared with a year ago.
Net interest expense of $1.2 million was down from $1.3 million in the
year-earlier period due to lower average borrowings outstanding. The effective
tax rate for the quarter was 37.5% compared with 35.3%. The company expects the
rate for fiscal 1997 as a whole will be essentially unchanged from the 36.5% in
fiscal 1996.
Liquidity and Capital Resources
The company continues to maintain a sound financial position. Funded debt
(includes long-and short-term debt, less restricted investments) decreased to
$72.8 million at the close of the first quarter versus $76.8 million at the
close of fiscal 1996, and compared to $79.2 million at July 30, 1995. As a
percentage of total capital (funded debt plus total shareholders' equity), the
company's borrowings amounted to 47% as of July 28, 1996 compared with 49% at
the end of fiscal 1996 and 52% at July 30, 1995. The company's current ratio as
of July 28, 1996 was 2.2 compared with 2.2 as of April 28, 1996. Shareholders'
equity increased to $83.4 million as of July 28, 1996 compared with $81.4
million at the end of fiscal 1996.
Cash flow from operating activities totaled $13.2 million for the first quarter.
The funds from operations were used to fund capital expenditures of $4.5 million
and debt repayments of $4.0 million.
The company's borrowings are through financing arrangements with two banks which
provide for a $36.0 million term loan and a $33.5 million revolving credit line.
As of July 28, 1996, the company had $12.7 million in borrowings available under
the revolving credit line.
The company's Board of Directors has approved a capital expenditure budget of
$16.5 million for
I-12
MANAGEMENT'S DISCUSSION & ANALYSIS OF OPERATIONS
fiscal 1997. Capital spending during the first quarter totaled $4.5 million. The
company believes that cash flows from operations and funds available under
existing credit facilities will be sufficient to fund capital expenditures and
working capital requirements during the remainder of fiscal 1997.
Forward-Looking Information
This discussion on Form 10-Q contains forward-looking statements that are
inherently subject to risks and uncertainties. Factors that could influence the
matters discussed in the forward-looking statements include the level of housing
starts and sales of existing homes, consumer confidence and changes in
disposable income. Decreases in these economic indicators could have a negative
effect on the company's business and prospects. Likewise, higher interest rates,
particularly the rates on home mortgages, and increases in consumer debt or the
general rate of inflation, could adversely affect the company.
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:
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.
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) 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
II-1
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) 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 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 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) 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
is incorporated herein by reference.
10(e) 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(f) 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.
II-2
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.(*)
10(h) 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(i) 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(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) 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(l) 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(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, was filed as Exhibit 10(p) to the company's
Form 10-Q, filed on March 15, 1994, and is incorporated
herein by reference.
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, was filed as Exhibit 10(q) to the company's
Form 10-Q filed, on March 15, 1994, and is incorporated
herein by reference.
II-3
10(o) First Amendment to Loan Agreement dated as of December
16, 1993 by and between Chesterfield County, South
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) 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(q) 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(r) 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(s) 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(t) Interest Rate Swap Agreement between company and First
Union National Bank of North Carolina, dated May 31, 1995
was filed as exhibit 10(w) to the company's Form 10-Q for
the quarter ended July 30, 1995, filed on September 12,
1995, and is incorporated herein by reference.
10(u) Interest Rate Swap Agreement between company and First
Union National Bank of North Carolina, dated July 7, 1995
was filed as exhibit 10(x) to the company's Form 10-Q for
the quarter ended July 30, 1995, filed on September 12,
1995, and is incorporated herein by reference.
10(v) Second Amendment of Lease Agreement dated June 15, 1994
with Partnership 74 Associates was filed as Exhibit 10(v)
to the company's Form 10-Q for the quarter ended October
29, 1995,
II-4
filed on December 12, 1995, and is incorporated herein by
reference.
10(w) Lease Agreement dated November 1, 1993 by and between the
company and Chromatex, Inc. was filed as Exhibit 10(w) to
the company's Form 10-Q for the quarter ended October 29,
1995, filed on December 12, 1995, and is incorporated
herein by reference.
10(x) Lease Agreement dated November 1, 1993 by and between the
company and Chromatex Properties, Inc. was filed as
Exhibit 10(x) to the company's Form 10-Q for the quarter
ended October 29, 1995, filed on December 12, 1995, and
is incorporated herein by reference.
10(y) Amendment to Lease Agreement dated May 1, 1994 by and
between the company and Chromatex Properties, Inc. was
filed as Exhibit 10(y) to the company's Form 10-Q for the
quarter ended October 29, 1995, filed on December 12,
1995, and is incorporated herein by reference.
10(z) Canada-Quebec Subsidiary Agreement on Industrial
Development (1991), dated January 4, 1995 was filed as
Exhibit 10(z) to the company's Form 10-Q for the quarter
ended October 29, 1995, filed on December 12, 1995, and
is incorporated herein by reference.
10(aa) Loan Agreement between Chesterfield County, South
Carolina and the company dated as of April 1, 1996
relating to Tax Exempt Adjustable Mode Industrial
Development Bonds (Culp, Inc. Project) Series 1996 in
the aggregate amount of $6,000,000 was filed as Exhibit
10(aa) to the company's Form 10-K for the year ended
April 28, 1996 on July 25, 1996, and is incorporated
herein by reference.
10(bb) 1996 Amended and Restated Credit Agreement dated as of
April 1, 1996 by and among the company, First Union
National Bank of North Carolina and Wachovia Bank of
North Carolina, N.A. was filed as Exhibit 10(bb) to the
company's Form 10-K for the year ended April 28, 1996 on
July 25, 1996, and is incorporated herein by reference.
27 Financial Data Schedule.
II-5
(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 August 8, 1996, 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 first quarter ended July 28,
1996.
II-6
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 11, 1996 By: s/s Franklin N. Saxon
-------------------- -----------------
Franklin N. Saxon
Sr. Vice President and
Chief Financial Officer
(Authorized to sign on behalf
of the registrant and also
signing as principal accounting officer)
Date: September 11, 1996 By: s/s Stephen T. Hancock
--------------------- ------------------
Stephen T. Hancock
General Accounting Manager
(Chief Accounting Officer)
II-7
5
3-MOS
APR-27-1997
JUL-28-1996
1,709
0
43,532
(1,270)
51,676
99,558
151,237
(72,945)
208,283
45,923
0
0
0
565
82,791
208,283
90,529
90,529
74,609
74,609
395
0
1,182
3,536
1,326
0
0
0
0
2,210
0.20
0.20
