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 <TABLE> <CAPTION> Page Part I - Financial Information. ------ ------------------------------------------ <S> <C> 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 </TABLE>
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) <TABLE> <CAPTION> THREE MONTHS ENDED (UNAUDITED) Amounts Percent of Sales July 30, July 31, % Over 1995 1994 (Under) 1996 1995 <S> <C> <C> <C> <C> <C> 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 % </TABLE> * 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) <TABLE> <CAPTION> Amounts Increase July 30, July 31, (Decrease) * April 30, 1995 1994 Dollars Percent 1995 <S> <C> <C> <C> <C> <C> 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 </TABLE> * 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) <TABLE> <CAPTION> THREE MONTHS ENDED Amounts July 30, July 31, 1995 1994 <S> <C> <C> 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 </TABLE> I-3
Culp, Inc. STATEMENTS OF SHAREHOLDERS' EQUITY (unaudited) (Dollars in thousands, except per share data) <TABLE> <CAPTION> Capital Contributed Total Common Stock in Excess Retained Shareholders' Shares Amount of Par Value Earnings Equity <S> <C> <C> <C> <C> <C> 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 </TABLE> 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) <TABLE> <CAPTION> Amounts Percent of Total Sales July 30, July 31, % Over Business Units 1995 1994 (Under) 1996 1995 <S> <C> <C> <C> <C> <C> 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 % </TABLE> * 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) <TABLE> <CAPTION> Amounts Percent of Total Sales July 30, July 31, % Over Geographic Area 1995 1994 (Under) 1996 1995 <S> <C> <C> <C> <C> <C> 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 % </TABLE> * 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.