View:
FORM 11K
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
ANNUAL REPORT
Pursuant to Section 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 1999
COMMISSION FILE NO. 0-12781
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
- ------------------------------------------------------------------------------
CULP, INC. EMPLOYEES' RETIREMENT BUILDER PLAN
- ------------------------------------------------------------------------------
B. Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office:
CULP, INC.
101 SOUTH MAIN STREET
P.O. BOX 2686
HIGH POINT, NORTH CAROLINA 27261-2686
There were no material changes in the Plan or the Investment
Policy of the Plan. Culp, Inc. has made no profit sharing contributions
during the past five years. The approximate number of employees
participating in the Plan at December 31, 1999 was 3,200. The Retirement
Committee administers the Plan, and its members are Phillip W. Wilson,
Kenneth M. Ludwig and Robert G. Culp, III, all employees of Culp, Inc.
Financial Statements and Exhibits.
----------------------------------
(a) Financial Statements. A list of all financial statements
filed as part of this report, beginning on page 1, is set forth below:
Financial Statement Page of Report
------------------- --------------
Independent Auditors' Report 1
Statements of Net Assets Available
for Plan Benefits 2
Statements of Changes in Net Assets
Available for Plan Benefits 3
Notes to Financial Statements 4
(b) Exhibits. No exhibits are filed with this annual report.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the plan administrator has duly caused this annual report to be signed by the
undersigned thereunto duly authorized.
CULP, INC. EMPLOYEES' RETIREMENT BUILDER PLAN
By: Culp, Inc. Plan Administrator
By: The Culp, Inc. Retirement Committee
Date: June 27, 2000
Robert G. Culp, III
-------------------
Phillip W. Wilson
-----------------
Kenneth M. Ludwig
-----------------
INDEPENDENT AUDITORS' REPORT
To the Retirement Committee of the
Culp, Inc. Employees' Retirement Builder Plan
High Point, North Carolina
We have audited the accompanying statements of net assets available for plan
benefits of the Culp, Inc. Employees' Retirement Builder Plan as of December
31, 1999 and 1998 and the related statements of changes in net assets
available for plan benefits for each of the years in the three year period
ended December 31, 1999. These financial statements are the responsibility
of the Plan Administrator. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the
Culp, Inc. Employees' Retirement Builder Plan as of December 31, 1999 and
1998 and the changes in its net assets available for plan benefits for each
of the years in the three year period ended December 31, 1999 in conformity
with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules presented
on pages 8 through 10 are presented for the purpose of additional analysis
and are not a required part of the basic financial statements. The
supplemental schedule on page 8 is supplemental information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974. The supplemental
information for the years ended December 31, 1999, 1998 and 1997 has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated, in all material
respects, in relation to the basic financial statements taken as a whole.
The supplemental information for the years ended December 31, 1996 and 1995
was audited by us and our report dated March 20, 1997 expressed an
unqualified opinion on such information in relation to the basic financial
statements for those years taken as a whole.
Dixon Odom PLLC
March 16, 2000
Page 1
CULP, INC. EMPLOYEES' RETIREMENT BUILDER PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31, 1999 and 1998
- -------------------------------------------------------------------------------
ASSETS 1999 1998
----------- ------------
Investments, at fair value $31,208,578 $ 25,965,403
Receivables
Employer contributions 175,504 104,007
Employee contributions 267,427 261,725
----------- ------------
TOTAL ASSETS 31,651,509 26,331,135
LIABILITIES
Accounts payable 636 441
----------- ------------
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $31,650,873 $ 26,330,694
=========== ============
- -------------------------------------------------------------------------------
See accompanying notes. Page 2
CULP, INC. EMPLOYEES' RETIREMENT BUILDER PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
Years Ended December 31, 1999, 1998 and 1997
- -------------------------------------------------------------------------------
1999 1998 1997
---------- ----------- ----------
ADDITIONS TO NET ASSETS ATTRIBUTED TO
Net income from investment in
common trust funds $ 550,632 $ 515,096 $ 483,155
Net income from investment in
registered investment company funds 2,211,280 1,051,786 1,843,936
Appreciation (depreciation) in fair
value of Culp, Inc. stock fund (781,232) (3,903,801) 1,445,053
Interest income from participant
loan fund 232 135 -
Contributions
Employer 2,398,858 1,255,704 987,617
Employees 3,719,681 3,107,175 2,386,222
Direct rollovers 99,327 355,722 68,171
Increase in cash surrender value
of life insurance 51,789 - -
---------- ----------- ----------
TOTAL ADDITIONS 8,250,567 2,381,817 7,214,154
---------- ----------- ----------
DEDUCTIONS FROM NET ASSETS
ATTRIBUTED TO
Benefits paid to participants 2,777,904 2,403,439 1,562,644
Insurance - 4,167 7,869
Trustee fees 53,553 66,203 27,193
Administrative fees 98,931 - -
---------- ----------- ----------
TOTAL DEDUCTIONS 2,930,388 2,473,809 1,597,706
---------- ----------- ----------
NET INCREASE (DECREASE) 5,320,179 (91,992) 5,616,448
NET ASSETS AVAILABLE FOR
PLAN BENEFITS
Beginning of year 26,330,694 26,422,686 20,806,238
---------- ----------- ----------
END OF YEAR $31,650,873 $26,330,694 $26,422,686
========== =========== ===========
- -------------------------------------------------------------------------------
See accompanying notes. Page 3
CULP, INC. EMPLOYEES' RETIREMENT BUILDER PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1999, 1998 and 1997
NOTE A - SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
- -------------------
The financial statements of the Plan are prepared using the accrual method of
accounting.
Estimates
- ---------
The preparation of financial statements in conformity with generally accepted
accounting principles requires the plan administrator to make estimates and
assumptions that affect certain reported amounts and disclosures. Accordingly,
actual results may differ from those estimates.
Valuation of Investments and Income Recognition
- -----------------------------------------------
Investments in common trust funds are stated at fair value based on the values
of the respective instruments held by each fund as determined by the quoted
market prices on the last day of the plan year. Investments in common stocks are
stated at fair value as determined by the quoted market prices on the last day
of the plan year. Shares of registered investment companies are valued at quoted
market prices which represent the net asset values of shares held. The cost of
securities sold is determined based on average cost. Participant loans are
valued at cost which approximates fair value.
Purchases and sales of investments are reported on a trade date basis. Income
from investments is reported as earned on the accrual basis. Dividends are
recorded on the ex-dividend date.
Payment of Benefits
- -------------------
Benefits are recorded when paid.
Reclassification
- ----------------
Certain amounts in the statements of changes in net assets available for plan
benefits for the years 1998 and 1997 were reclassified from dividend income to
appreciation (depreciation) in fair value of Culp, Inc. stock fund to more
appropriately report the investment income.
NOTE B - DESCRIPTION OF PLAN
The following description of the Culp, Inc. Employees' Retirement Builder Plan
(the "Plan") provides only general information. Participants should refer to the
summary plan description for a more complete description of the Plan's
provisions.
General
- -------
The Plan is a defined contribution plan covering all full-time employees of
Culp, Inc. (the "Company") and its subsidiaries who have one year of service and
are age twenty-one or older. It is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA).
- -------------------------------------------------------------------------------
Page 4
CULP, INC. EMPLOYEES' RETIREMENT BUILDER PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1999, 1998 and 1997
NOTE B - DESCRIPTION OF PLAN (Continued)
General (Continued)
- -------------------
Effective January 1, 1998 employees of Phillips Mills, Inc. were admitted into
the Plan and must meet the above general requirements in order to participate in
the Plan. Effective July 1, 1998 employees of the Wetumpka division of Dan
River, Inc. and Artee Industries, Inc. were admitted into the Plan and must meet
the above general requirements in order to participate in the Plan.
Contributions
- -------------
The Plan was established in 1982 as a profit-sharing plan to which contributions
determined by the Board of Directors of Culp, Inc. could be made on a
discretionary basis. No profit-sharing contributions were made during 1999, 1998
or 1997.
In January 1999, the Plan was amended to include safe harbor provisions.
Participants may contribute from 2% to 15% of their annual compensation as
401(k) contributions. The Company made a matching contribution equal to 100% of
the participant's contribution up to the first 3% of annual compensation plus
50% of the next 2% of compensation for 1999. In 1998 and 1997, the Company made
matching contributions equal to 50% of the participant's contribution up to the
first 5% of annual compensation. Participants may elect to have contributions
invested in 5% increments in a value fund, a stable investment fund, a Culp,
Inc. stock fund, an equity growth fund, an insurance fund or a balanced fund.
Contributions are subject to certain limitations.
Participant Accounts
- --------------------
Each participant's account is credited with the participant's contribution and
an allocation of (a) the Company's contribution and (b) Plan earnings, and
charged with an allocation of administrative expenses. Allocations are based on
participant earnings or account balances, as defined. The benefit to which a
participant is entitled is the benefit that can be provided from the
participant's vested account.
Vesting
- -------
Participants are immediately vested in their profit-sharing accounts and their
401(k) contributions, including the matching contributions from the Company and
actual earnings thereon.
Payment of Benefits
- -------------------
On termination of service, death, disability or retirement, a participant may
elect to receive either a lump-sum distribution or monthly or annual
installments over a term not to exceed the lesser of fifteen years or life
expectancy of the participant and the designated beneficiary. Life insurance
purchased through the Plan may be either converted to cash or transferred to the
participant.
Participant Loans
- -----------------
Effective August 1, 1998, Culp, Inc. amended the Plan to allow existing loan
balances from Artee Industries, Inc. to enter the Plan. No new loans may be
established under this amendment. As of December 31, 1999 and 1998, there was
one loan outstanding with a balance of $1,827 and $3,366, respectively.
- --------------------------------------------------------------------------------
Page 5
CULP, INC. EMPLOYEES' RETIREMENT BUILDER PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1999, 1998 and 1997
NOTE C - INVESTMENTS
The following table presents the fair value of investments at December 31, 1999
and 1998. Investments that represent 5% or more of the Plan's net assets are
separately identified.
1999 1998
----------- ------------
Investments at fair value as determined by quoted
market price:
Common trust funds:
First Union Stable Investment Fund $11,218,583 $ 9,927,482
Registered investment company funds:
Evergreen Select Balanced Fund 6,076,336 5,795,346
Evergreen Select Value Portfolio Trust 7,361,569 6,407,546
American Century Equity Growth Fund VI 2,798,760 -
Culp, Inc. common stock 3,692,343 3,831,663
Insurance policies 59,160 -
Investments at cost which approximates fair value:
Participant loans 1,827 3,366
----------- ------------
$31,208,578 $ 25,965,403
=========== ============
The Plan's investments (including investments bought, sold, and held during the
year) have appreciated (depreciated) in value as follows:
1999 1998 1997
---------- ---------- -----------
Common trust funds:
First Union Stable Investment Fund $ 550,632 $ 515,096 $ 483,155
Registered investment company funds:
Evergreen Select Balanced Fund 799,936 585,412 862,690
Evergreen Select Value Portfolio Trust 1,177,045 466,374 981,246
American Century Equity Growth Fund VI 234,299 - -
Culp, Inc. common stock (781,232) (3,903,801) 1,445,053
---------- ---------- -----------
$1,980,680 $(2,336,919) $3,772,144
========== ============ ==========
NOTE D - ACCOUNTS OF TERMINATED PARTICIPANTS
Included in net assets available for plan benefits at December 31, 1999 and 1998
is $101,676 and $264,232, respectively, allocated to the accounts of persons who
elected to withdraw from the Plan or who were terminated but have not yet been
paid.
- --------------------------------------------------------------------------------
Page 6
CULP, INC. EMPLOYEES' RETIREMENT BUILDER PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1999, 1998 and 1997
NOTE E - PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA.
NOTE F - INCOME TAX STATUS
The Plan obtained its last determination letter on June 15, 1995, in which the
Internal Revenue Service stated that the Plan, as then designed, constituted a
qualified trust under Section 401(a) of the Internal Revenue Code and is
therefore exempt from federal income taxes under provisions of Section 501. The
Plan has been amended since receiving the determination letter. However, the
plan administrator and the Plan's tax counsel believe that the Plan is designed
and currently being operated in compliance with the applicable requirements of
the Internal Revenue Code. Therefore, they believe that the Plan was qualified
and the related trust was tax-exempt as of the financial statement date.
NOTE G - RELATED PARTY TRANSACTIONS
Certain plan investments are shares of mutual funds managed by First Union
National Bank. First Union National Bank is the trustee as defined by the Plan
and, therefore, these transactions qualify as party-in-interest.
NOTE H - PLAN ADMINISTRATION FEES
During 1999, First Union started reporting the indirect fees contained in the
reduction of the net fair value of the investment. These fees represent the cost
of the administration of the individual funds. Prior to 1999, the fees reduced
the net investment income of the fund.
- --------------------------------------------------------------------------------
Page 7