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, 1994
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, 1994 was 2,072. The
Retirement Committee administers the Plan, and its members are Franklin
N. Saxon, 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
Report of Independent Accountants 1
Statements of Net Assets Available 2
for Plan Benefits
Statements of Changes in Net Assets 3
Available for Plan Benefits
Notes to Financial Statements 4
<PAGE>
(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: March 29, 1995
Robert G. Culp, III
Franklin N. Saxon
Kenneth M. Ludwig
<PAGE>
CULP, INC. EMPLOYEES' RETIREMENT BUILDER PLAN
FINANCIAL STATEMENTS AND
SUPPLEMENTAL INFORMATION
Years Ended December 31, 1994 and 1993
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, 1994 and 1993 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, 1994. 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 financial position of the Culp, Inc. Employees'
Retirement Builder Plan as of December 31, 1994 and 1993 and the changes in net
assets available for plan benefits for each of the years in the three year
period ended December 31, 1994 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 13 through 16 are presented for the purpose of additional analysis and are
not a required part of the basic financial statements. The supplemental
schedules on pages 13 and 14 are supplementary 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 supplementary
information for the years ended December 31, 1994, 1993 and 1992 have been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated, in all material
respects, in relation to the basic financial statements taken as a whole. The
supplementary information for the years ended December 31, 1991, 1990 and 1989
was audited by us and our report dated February 24, 1992 expressed an
unqualified opinion on such information in relation to the basic financial
statements for those years taken as a whole. The supplementary information for
the periods ended December 31, 1988 and prior were audited by other auditors
whose report dated April 7, 1989 expressed an unqualified opinion on such
information in relation to the basic financial statements for those periods
taken as a whole.
(Signature of Dixon, Odom & Co., L.L.P.)
March 23, 1995
Page 1
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CULP, INC. EMPLOYEES' RETIREMENT BUILDER PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31, 1994 and 1993
<TABLE>
<CAPTION>
ASSETS 1994 1993
<S> <C> <C>
Cash and cash equivalents $ - $ 77,409
Investments 13,589,467 12,634,677
Receivables
Employer contributions 69,747 51,635
Employee contributions 166,447 122,010
Accrued interest - 2,846
TOTAL ASSETS 13,825,661 12,888,577
LIABILITIES
Accounts payable 14,517 13,206
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $13,811,144 $12,875,371
</TABLE>
See accompanying notes. Page 2
<PAGE>
CULP, INC. EMPLOYEES' RETIREMENT BUILDER PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
Years Ended December 31, 1994, 1993 and 1992
<TABLE>
<CAPTION>
1994 1993 1992
<S> <C> <C> <C>
ADDITIONS TO NET ASSETS
ATTRIBUTED TO
Investment income
Interest $ 14,259 $ 66,938 $ 87,770
Dividends 261,978 122,105 79,468
Net appreciation (depreciation) in
fair value of investments (979,242) 2,061,332 230,337
Realized gain on sale of investments 167,092 111,902 159,466
(535,913) 2,362,277 557,041
Contributions
Employer 773,080 596,836 585,130
Employees 1,851,363 1,395,843 1,349,596
TOTAL ADDITIONS 2,088,530 4,354,956 2,491,767
DEDUCTIONS FROM NET
ASSETS ATTRIBUTED TO
Benefits paid to participants 1,074,390 926,870 549,742
Insurance 11,353 13,748 15,564
Trustee fees 67,014 68,921 40,059
TOTAL DEDUCTIONS 1,152,757 1,009,539 605,365
NET INCREASE 935,773 3,345,417 1,886,402
NET ASSETS AVAILABLE FOR
PLAN BENEFITS
Beginning of year 12,875,371 9,529,954 7,643,552
END OF YEAR $13,811,144 $12,875,371 $9,529,954
</TABLE>
See accompanying notes. Page 3
<PAGE>
CULP, INC. EMPLOYEES' RETIREMENT BUILDER PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE A - SIGNIFICANT ACCOUNTING POLICIES
Valuation of Investments
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.
Allocated Insurance Contracts
Assets related to life insurance purchased through the Plan are excluded
from plan assets.
Other
Purchases and sales of investments are reported on a trade date basis.
Income from investments is reported as earned on the accrual basis.
NOTE B - DESCRIPTION OF PLAN
The following description of the Culp, Inc. Employees' Retirement Builder
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, except for hourly employees of Rossville
Mills who are covered under a union benefit plan. It is subject to the
provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
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 1994, 1993 or 1992.
In November 1986, the Plan was amended to include provisions for
401(k) contributions and several related investment options. Participants may
contribute from 2% to 15% of their annual compensation as 401(k) contributions,
not to exceed a base limit of $9,240 in 1994, $8,994 in 1993, and $8,728 in
1992. The Company makes a matching contribution equal to 50% of the
participant's contribution up to the first 5% of annual compensation.
Participants may elect to have contributions invested in 25% increments in a
guaranteed insurance contract fund, a Culp, Inc. stock fund, a balanced fund,
or a value fund.
Page 4
<PAGE>
CULP, INC. EMPLOYEES' RETIREMENT BUILDER PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE A - SIGNIFICANT ACCOUNTING POLICIES (Continued)
In addition to its contributions to the Plan, the Company paid
administrative expenses on behalf of the Plan which totaled $21,941 for
the year ended December 31, 1994, $15,128 for the year ended December 31,
1993, and $50,162 for the year ended December 31, 1992.
NOTE B - DESCRIPTION OF PLAN (Continued)
Participant Accounts
401(k) contributions are credited on a specific identification basis. Income
of the respective funds is allocated based on participants' account
balances. Upon retirement, death or termination, the participant or beneficiary
may elect to receive either a lump sum amount equal to the vested portion of
his account, or an annuity contract of equivalent value. Upon termination,
life insurance coverage purchased through the Plan may be either converted to
cash or transferred to the participant.
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.
NOTE C - INVESTMENT FUNDS
The following information summarizes the financial condition of the
Plan by fund type as of December 31, 1994 and 1993:
<TABLE>
<CAPTION>
December 31, 1994
Guaranteed
Insurance Life
Value Contract Insurance Stock Balanced
Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments $ 1,274,731 $ 7,183,949 $ - $ 2,421,213 $ 2,709,574 $13,589,467
Receivables
Employer contributions 7,200 34,722 - 12,947 14,878 69,747
Employee contributions 18,634 79,619 964 31,760 35,470 166,447
TOTAL ASSETS 1,300,565 7,298,290 964 2,465,920 2,759,922 13,825,661
LIABILITIES
Accounts payable 1,068 8,425 964 2,044 2,016 14,517
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $ 1,299,497 $ 7,289,865 $ - $ 2,463,876 $ 2,757,906 $13,811,144
</TABLE>
Page 5
<PAGE>
CULP, INC. EMPLOYEES' RETIREMENT BUILDER PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE C - INVESTMENT FUNDS (Continued)
<TABLE>
<CAPTION>
December 31, 1993
Guaranteed
Insurance Life
Contract Insurance Stock Balanced
Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C>
ASSETS
Cash and cash equivalents $ 644 $ - $ 76,674 $ 91 $ 77,409
Investments 7,779,322 - 2,371,250 2,484,105 12,634,677
Receivables
Employer contributions 38,116 - 4,384 9,135 51,635
Employee contributions 86,775 1,081 10,483 23,671 122,010
Accrued interest - - 2,846 - 2,846
TOTAL ASSETS 7,904,857 1,081 2,465,637 2,517,002 12,888,577
LIABILITIES
Accounts payable 7,455 1,081 2,298 2,372 13,206
NET ASSETS AVAILABLE
FOR PLAN BENEFITS $ 7,897,402 $ - $ 2,463,339 $ 2,514,630 $12,875,371
</TABLE>
Page 6
<PAGE>
CULP, INC. EMPLOYEES' RETIREMENT BUILDER PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE C - INVESTMENT FUNDS (Continued)
The following information summarizes the changes in net assets available
for plan benefits by fund type for the years ended December 31, 1994, 1993
and 1992:
<TABLE>
<CAPTION>
Year Ended
December 31, 1994
Guaranteed
Insurance Life
Value Contract Insurance Stock Balanced
Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS
ATTRIBUTED TO
Investment income
Interest $ - $ 8,456 $ - $ 5,629 $ 174 $ 14,259
Dividends 81,585 - - 14,684 165,709 261,978
Net appreciation (depreciation)
in fair value of investments (41,468) 123,857 - (865,783) (195,848) (979,242)
Realized gain (loss) on sale of
investments 116 241,046 - (43,582) (30,488) 167,092
40,233 373,359 - (889,052) (60,453) (535,913)
Contributions
Employer 40,402 406,128 - 145,741 180,809 773,080
Employees 105,230 925,415 11,353 365,464 443,901 1,851,363
TOTAL ADDITIONS 185,865 1,704,902 11,353 (377,847) 564,257 2,088,530
DEDUCTIONS FROM NET
ASSETS ATTRIBUTED TO
Benefits paid to participants 3,015 624,715 - 158,265 288,395 1,074,390
Insurance - - 11,353 - - 11,353
Trustee fees 2,937 39,774 - 9,542 14,761 67,014
TOTAL DEDUCTIONS 5,952 664,489 11,353 167,807 303,156 1,152,757
NET INCREASE (DECREASE) 179,913 1,040,413 - (545,654) 261,101 935,773
NET ASSETS AVAILABLE
FOR PLAN BENEFITS
Beginning of year - 7,897,402 - 2,463,339 2,514,630 12,875,371
Fund transfers 1,119,584 (1,647,950) - 546,191 (17,825) -
END OF YEAR $ 1,299,497 $ 7,289,865 $ - $ 2,463,876 $ 2,757,906 $13,811,144
</TABLE>
Page 7
<PAGE>
CULP, INC. EMPLOYEES' RETIREMENT BUILDER PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE C - INVESTMENT FUNDS (Continued)
<TABLE>
<CAPTION>
Year Ended December 31, 1993
Guaranteed
Insurance Life
Contract Insurance Stock Balanced
Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS
ATTRIBUTED TO
Investment income
Interest $ 64,070 $ - $ 2,644 $ 224 $ 66,938
Dividends - - 10,821 111,284 122,105
Net appreciation in fair value of
investments 304,949 - 1,648,817 107,566 2,061,332
Realized gain on sale of investments 29,435 - 72,521 9,946 111,902
398,454 - 1,734,803 229,020 2,362,277
Contributions
Employer 420,798 - 56,927 119,111 596,836
Employees 953,420 13,748 130,726 297,949 1,395,843
TOTAL ADDITIONS 1,772,672 13,748 1,922,456 646,080 4,354,956
DEDUCTIONS FROM NET
ASSETS ATTRIBUTED TO
Benefits paid to participants 649,474 - 164,599 112,797 926,870
Insurance - 13,748 - - 13,748
Trustee fees 46,574 - 8,415 13,932 68,921
TOTAL DEDUCTIONS 696,048 13,748 173,014 126,729 1,009,539
NET INCREASE 1,076,624 - 1,749,442 519,351 3,345,417
NET ASSETS AVAILABLE
FOR PLAN BENEFITS
Beginning of year 6,781,347 - 847,417 1,901,190 9,529,954
Fund transfers 39,431 - (133,520) 94,089 -
END OF YEAR $ 7,897,402 $ - $ 2,463,339 $ 2,514,630 $12,875,371
</TABLE>
Page 8
<PAGE>
CULP, INC. EMPLOYEES' RETIREMENT BUILDER PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE C - INVESTMENT FUNDS (Continued)
<TABLE>
<CAPTION>
Year Ended
December 31, 1992
Guaranteed
Insurance Life
Contract Insurance Stock Balanced
Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS
ATTRIBUTED TO
Investment income
Interest $ 84,028 $ - $ 3,443 $ 299 $ 87,770
Dividends - - 6,043 73,425 79,468
Net appreciation in fair value of
investments 156,526 - 6,886 66,925 230,337
Realized gain (loss) on sale of
investments 152,544 - 8,507 (1,585) 159,466
393,098 - 24,879 139,064 557,041
Contributions
Employer 428,883 - 48,085 108,162 585,130
Employees 966,370 15,564 107,603 260,059 1,349,596
TOTAL ADDITIONS 1,788,351 15,564 180,567 507,285 2,491,767
DEDUCTIONS FROM NET
ASSETS ATTRIBUTED TO
Benefits paid to participants 434,826 - 28,945 85,971 549,742
Insurance - 15,564 - - 15,564
Trustee fees 30,003 - 3,065 6,991 40,059
TOTAL DEDUCTIONS 464,829 15,564 32,010 92,962 605,365
NET INCREASE 1,323,522 - 148,557 414,323 1,886,402
NET ASSETS AVAILABLE
FOR PLAN BENEFITS
Beginning of year 6,447,523 - 373,894 822,135 7,643,552
Fund transfers (989,698) - 324,966 664,732 -
END OF YEAR $ 6,781,347 $ - $ 847,417 $ 1,901,190 $ 9,529,954
</TABLE>
Page 9
<PAGE>
CULP, INC. EMPLOYEES' RETIREMENT BUILDER PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE D - INVESTMENTS
Investments held by the Plan at December 31, 1994 and 1993 are
summarized as follows:
<TABLE>
<CAPTION>
December 31, 1994
Units Cost Fair Value
<S> <C> <C> <C>
Value Fund
First Union Funds Value Portfolio Trust 76,745 $1,316,199 $1,274,731
Guaranteed Insurance Contract Fund
Common trust fund - Money Market Stable
Investment Fund 529,790 7,060,347 7,183,949
Stock Fund
Culp, Inc. common stock 245,785 3,286,742 2,421,213
Balanced Fund
First Union Funds Balanced Portfolio Trust 242,575 2,905,421 2,709,574
$14,568,709 $13,589,467
</TABLE>
<TABLE>
<CAPTION>
December 31, 1993
Units Cost Fair
Value
<S> <C> <C> <C>
Guaranteed Insurance Contract Fund
Common trust fund - Money Market Stable
Investment Fund 445,261 $7,317,848 7,779,322
Stock Fund
Culp, Inc. common stock 94,850 637,292 2,371,250
Balanced Fund
First Union Funds Balanced Portfolio
Trust 205,808 2,246,550 2,484,105
$10,201,690 $12,634,677
</TABLE>
Page 10
<PAGE>
CULP, INC. EMPLOYEES' RETIREMENT BUILDER PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE D - INVESTMENTS (Continued)
Realized gain on investments relates to the Plan's investments
in guaranteed insurance contracts, common trust funds and common stock
and is comprised of the following for each of the years in the three year
period ended December 31, 1994:
1994 1993 1992
Aggregate proceeds $13,927,199 $ 1,057,031 $6,463,290
Aggregate cost 13,760,107 945,129 6,303,824
NET GAIN $ 167,092 $ 111,902 $ 159,466
The cost of securities sold is determined based on average cost.
Net unrealized appreciation (depreciation) in fair value of investments for
each of the years in the three year period ended December 31, 1994 is as
follows:
1994 1993 1992
Common trust funds $ (113,459) $ 412,514 $ 223,451
Common stocks (865,783) 1,648,818 6,886
$ (979,242) $ 2,061,332 $ 230,337
NOTE E - ACCOUNTS OF TERMINATED PARTICIPANTS
Included in net assets available for plan benefits at December 31, 1994
and 1993 is $541,000 and $1,140,000, respectively, allocated to the accounts
of persons who elected to withdraw from the plan or who were terminated
but have not yet been paid.
NOTE F - TERMINATION PRIORITIES
While the Company expects to continue the Plan indefinitely, should the
Plan be terminated, the net assets available for plan benefits at the
termination date would be distributed to participants based on amounts which
have been allocated to their respective accounts.
Page 11
<PAGE>
CULP, INC. EMPLOYEES' RETIREMENT BUILDER PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE G - INCOME TAX STATUS
The Plan obtained its last determination letter on April 29, 1994, 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 currently designed and 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.
Except for a portion of the amounts paid as premiums for life insurance
coverage, contributions are exempt from federal income taxes until they
are distributed to the participants or their beneficiaries.
Page 12
<PAGE>
