CULP INC
8-K, 1998-11-18
BROADWOVEN FABRIC MILLS, COTTON
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- --------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   ---------

                                   Form 8-K

                                CURRENT REPORT

               Pursuant to Section 13 or 15(d) of the Securities
                             Exchange Act of 1934

                                 -------------

       Date of Report (Date of earliest event reported) November 18, 1998

                                   CULP, INC.

            (Exact name of registrant as specified in its charter)


        North Carolina                  0-12781                56-1001967

 (State or other jurisdiction    (Commission File No.)       (IRS Employer
       of incorporation)                                  Identification No.)



                             101 South Main Street
                       High Point, North Carolina  27260
                   (Address of principal executive offices)
                                (336) 889-5161
             (Registrant's telephone number, including area code)




                                                                              
         (Former name or former address, if changed since last report)





- --------------------------------------------------------------------------------




<PAGE>

Item 5. Other Events

See  attached  Press  Release (2 pages) and  Financial  Information  Release (10
pages),  both  dated  November  18,  1998,  related to the  fiscal  1999  second
quarter  ended November 1, 1998.

Forward  Looking  Information.  This Report  contains  statements  that could be
deemed   "forward-looking   statements"   within  the  meaning  of  the  federal
securities  laws,   which  statements  are  inherently   subject  to  risks  and
uncertainties.   Forward-looking   statements   are   statements   that  include
projections,   expectations  or  beliefs  about  future  events  or  results  or
otherwise are not  statements  of historical  fact.  Such  statements  are often
characterized  by  qualifying  words such as  "expect,"  "believe,"  "estimate,"
"plan" and "project"  and their  derivatives.  Factors that could  influence the
matters  discussed in such  statements  include the level of housing  starts and
sales of existing homes,  consumer confidence,  trends in disposable income, and
general  economic  conditions.  Decreases  in these  economic  indicators  could
have a  negative  effect on the  Company's  business  and  prospects.  Likewise,
increases in interest rates,  particularly  home mortgage  rates,  and increases
in consumer  debt or the general  rate of  inflation,  could  affect the Company
adversely.  In  addition,  the  value  of the U. S.  dollar  relative  to  other
currencies  can  affect  the   ompetitiveness  of  the  Company's  products  in
international    markets.    Economic   and   political   instability   in   the
international area could also affect the demand for the Company's products.
 


                                   SIGNATURE


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 hereunto duly authorized.

 
                                    CULP, INC.
                                    (Registrant)


                              By:    Phillip W. Wilson 
                                     Vice President and
                                     Chief Financial Officer


 
Dated:   November 18, 1998
<PAGE>



CULP Reports Second Quarter Earnings
Page 1
Nov. 18, 1998


                                                 -MORE-





FOR IMMEDIATE RELEASE

                      CULP REPORTS SECOND QUARTER EARNINGS
 
              RESULTS SIGNAL IMPROVEMENT COMPARED WITH FIRST PERIOD

HIGH POINT, N.C. (Nov. 18, 1998) Culp, Inc. (NYSE: CFI) today reported net sales
and net income for the second quarter of its 1999 fiscal year.

     For the three months ended  November 1, 1998,  Culp reported that net sales
increased  4.3% to $128.2  million  compared with $122.9 million a year ago. Net
income for the quarter was $1.3 million,  or $0.10 per share  diluted,  compared
with $4.5 million, or $0.35 per share diluted, a year ago.

     Net sales for the first half of fiscal 1999 totaled $238.8 million, up 7.4%
from $222.4 million in the first six months of fiscal 1998. The company reported
a loss for the first half of $1.3 million, or $0.10 per share, compared with net
income of $7.4 million, or $0.57 per share diluted, in the year-earlier period.

     "The net income for the second quarter represents a gratifying  improvement
compared with our  corporate  performance  in the first  period," said Robert G.
Culp, III, chief executive officer.  "We are encouraged by the progress realized
to date through the actions taken to restore Culp's profitability. Our focus has
included reducing costs and lowering manufacturing capacity,  especially related
to our  international  business,  to match  the lower  level of demand  that has
persisted  this year.  We did achieve  higher  sales for the second  quarter and
first  half;  but  those  gains  were  due to the  contributions  from  acquired
operations.

     "Our goal is to realize further  progress over the remainder of this fiscal
year, but we do not expect the full impact of the changes we have made to become
apparent until during fiscal 2000.  During the second  quarter,  we restructured
the sales  organizations  for two of our four business  units,  Culp  Decorative
Fabrics and Culp  Velvets/Prints.  This realignment in marketing personnel was a
logical extension of the corporate  reorganization  that was implemented earlier
this year to reflect the expanded size of our business  units and to support the
company's  planned future  expansion.  The response within our  organization has
been very supportive of these moves,  and that commitment  further  supports our
fundamental confidence about Culp's prospects."
<PAGE>

     Culp added,  "Some  forecasts  have emerged that suggest  concern  about an
overall economic slowdown over the next several  quarters.  The latest trends in
factors  such as consumer  confidence,  employment  levels and  mortgage  rates,
however,  suggest a  favorable  outlook for  overall  consumer  spending on home
furnishings.  We are very  pleased  with the  response to the new  patterns  and
textures  that Culp  introduced  to retailers  at the recent  trade  conference.
Enhancing  the value of our fabrics to  manufacturers  of furniture  and bedding
remains our  mission,  and the  continued  integration  of our  expanded  design
resources  with  the  company's  broad  manufacturing  capabilities  is a  vital
component in our strategy."
 
     Culp, Inc. is the world's largest  manufacturer  and marketer of upholstery
fabrics for furniture and is a leading producer of mattress ticking for bedding.
The Company's  fabrics are used primarily in the  production of residential  and
commercial furniture and bedding products.

                                   CULP, INC.
                         Condensed Financial Highlights
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                              Three Months Ended    
                                                         November 1,           November 2,
                                                            1998                  1997
<S>                                                   <C>                   <C>            
Net sales                                             $    128,159,000      $   122,926,000
Net income                                            $      1,307,000      $     4,505,000
Net income per share:
   Basic                                              $           0.10      $          0.36
   Diluted                                            $           0.10      $          0.35
Average shares outstanding:
   Basic                                                    12,995,000           12,668,000
   Diluted                                                  13,120,000           12,980,000

                                                              Six Months Ended             
                                                         November 1,           November 2,
                                                            1998                  1997
Net sales                                             $    238,826,000      $   222,424,000
Net income (loss)                                     $     (1,333,000)     $     7,355,000
Net income (loss) per share:
   Basic                                              $          (0.10)     $          0.58
   Diluted                                            $          (0.10)     $          0.57
Average shares outstanding:
   Basic                                                    12,998,000           12,649,000
   Diluted                                                  13,175,000           12,953,000

</TABLE>


This  release  contains   statements  that  could  be  deemed   "forward-looking
statements,"  within the meaning of the federal securities laws. Such statements
are inherently  subject to risks and uncertainties.  Forward-looking  statements
are statements  that include  projections,  expectations or beliefs about future
events or results or otherwise  are not  statements  of  historical  fact.  Such
statements  are  often  characterized  by  qualifying  words  such as  "expect,"
"believe," "estimate," "plan" and "project" and their derivatives.  Factors that
could influence the matters  discussed in such  statements  include the level of
housing  starts and sales of  existing  homes,  consumer  confidence,  trends in
disposable income and general economic  conditions.  Decreases in these economic
indicators could have a negative effect on the company's business and prospects.
Likewise,  increases in interest rates,  particularly  home mortgage rates,  and
increases in consumer  debt or the general rate of  inflation,  could affect the
company adversely.  Because of the increasing  percentage of the company's sales
derived by  international  shipments,  strengthening  of the U.S. dollar against
other currencies could make the company's products less competitive on the basis
of price in  markets  outside  the United  States.  Additionally,  economic  and
political  instability  in  international  areas could affect the demand for the
company's products.
 
                                      -END-




<PAGE>
                    CULP, INC. FINANCIAL INFORMATION RELEASE
                    CONSOLIDATED STATEMENTS OF INCOME (LOSS)
 FOR THE THREE MONTHS AND SIX MONTHS ENDED NOVEMBER 1, 1998 AND NOVEMBER 2, 1997

                (Amounts in Thousands, Except for Per Share Data)
<TABLE>
<CAPTION>

                                                                      THREE MONTHS ENDED (UNAUDITED)
                                             ---------------------------------------------------------------------------------

                                                        Amounts                                          Percent of Sales
                                             -------------------------------                       -----------------------------
                                              November 1,     November 2,        % Over
                                                 1998             1997          (Under)               1999            1998
                                             --------------  ---------------  -------------        --------------  -------------

<S>                                       <C>                       <C>           <C>                <C>             <C>    
Net sales                                 $        128,159          122,926         4.3  %               100.0  %         100.0  %
Cost of sales                                      107,685          100,191         7.5  %                84.0  %          81.5  %
                                             --------------  ---------------  -------------        --------------    -------------
         Gross profit                               20,474           22,735        (9.9) %                16.0  %          18.5  %

Selling, general and
  administrative expenses                           15,474           13,632        13.5  %                12.1  %          11.1  %
                                             --------------  ---------------  -------------        --------------    -------------
         Income from operations                      5,000            9,103       (45.1) %                 3.9  %           7.4  %

Interest expense                                     2,464            1,820        35.4  %                 1.9  %           1.5  %
Interest income                                        (19)             (72)      (73.6) %                (0.0) %          (0.1) %
Other expense (income), net                            604              425        42.1  %                 0.5  %           0.3  %
                                             --------------  ---------------  -------------        --------------    -------------
         Income before income taxes                  1,951            6,930       (71.8) %                 1.5  %           5.6  %

Income taxes  *                                        644            2,425       (73.4) %                33.0  %          35.0  %
                                             --------------  ---------------  -------------        --------------    -------------
         Net income                       $          1,307            4,505       (71.0) %                 1.0  %           3.7  %
                                             ==============  ===============  =============        ==============    =============

Net income per share                                 $0.10            $0.36       (72.2) %
Net income per share, assuming dilution              $0.10            $0.35       (71.4) %
Dividends per share                                 $0.035           $0.035         0.0  %
Average shares outstanding                          12,995           12,668         2.6  %
Average shares outstanding, assuming dilution       13,120           12,980         1.1  %



                                                                       SIX MONTHS ENDED (UNAUDITED)
                                             ---------------------------------------------------------------------------------

                                                        Amounts                                          Percent of Sales
                                             -------------------------------                       -----------------------------
                                              November 1,     November 2,        % Over
                                                 1998             1997          (Under)               1999            1998
                                             --------------  ---------------  -------------        --------------  ----------

Net sales                                 $        238,826          222,424          7.4  %              100.0  %      100.0  %
Cost of sales                                      204,741          182,956         11.9  %               85.7  %       82.3  %
                                             --------------  ---------------  -------------        --------------  ------------
         Gross profit                               34,085           39,468        (13.6) %               14.3  %       17.7  %

Selling, general and
  administrative expenses                           29,947           24,548         22.0  %               12.5  %       11.0  %
                                             --------------  ---------------  -------------        --------------  ------------
         Income from operations                      4,138           14,920        (72.3) %                1.7  %        6.7  %

Interest expense                                     4,825            3,100         55.6  %                2.0  %        1.4  %
Interest income                                        (72)            (162)       (55.6) %               (0.0) %       (0.1) %
Other expense (income), net                          1,374              667        106.0  %                0.6  %        0.3  %
                                             --------------  ---------------  -------------        --------------  ------------
         Income (loss) before income taxes          (1,989)          11,315       (117.6) %               (0.8) %        5.1  %
         
Income taxes  *                                       (656)           3,960       (116.6) %               33.0  %       35.0  %
                                             --------------  ---------------  -------------        --------------  ------------
                                                            
         Net income (loss)                $         (1,333)           7,355       (118.1) %               (0.6) %        3.3  %
                                             ==============  ===============  =============        ==============  ============

Net income (loss) per share                         ($0.10)            $0.58      (117.2) %
Net income (loss) per share, assuming dilution      ($0.10)            $0.57      (117.5) %
Dividends per share                                  $0.07             $0.07         0.0  %
Average shares outstanding                          12,998            12,649         2.8  %
Average shares outstanding, assuming dilution       13,175            12,953         1.7  %

</TABLE>

* Percent of sales column is  calculated  as a % of income  (loss) before income
taxes.

<PAGE>



                    CULP, INC. FINANCIAL INFORMATION RELEASE
                           CONSOLIDATED BALANCE SHEETS
               NOVEMBER 1, 1998, NOVEMBER 2, 1997 AND MAY 3, 1998
                                    Unaudited
                             (Amounts in Thousands)

<TABLE>
<CAPTION>
                                                                Amounts                             
                                                 ---------------------------------    Increase (Decrease)               * May 3,
                                                     November 1,      November 2,   --------------------------------
                                                        1998             1997            Dollars         Percent           1998
                                                 ----------------  ---------------  ----------------    -------------  ------------

Current assets
<S>                                            <C>                   <C>               <C>          <C>               <C>  
       Cash and cash investments               $       1,177            1,209               (32)        (2.6) %           2,312
       Accounts receivable                            72,998           74,314            (1,316)        (1.8) %          73,773
       Inventories                                    72,392           70,192             2,200          3.1  %          78,594
       Other current assets                            7,230            6,136             1,094         17.8  %           7,808
                                                 ------------  ---------------  ----------------    -------------  ------------
                  Total current assets               153,797          151,851             1,946          1.3  %         162,487
                                                                                 
Restricted investments                                 3,409            8,258            (4,849)       (58.7) %           4,021
Property, plant & equipment, net                     126,050          107,377            18,673         17.4  %         128,805
Goodwill                                              54,433           49,778             4,655          9.4  %          55,162
Other assets                                           4,333            3,715               618         16.6  %           4,340
                                                 ------------  ---------------  ----------------    -------------  ------------
                                                                                                     
                  Total assets                 $     342,022          320,979            21,043          6.6  %         354,815
                                                 ============  ===============  ================    =============  ============

                                                                                                     
                                                                                                     
Current liabilities
       Current maturities of long-term  debt   $       1,678              100             1,578      1,578.0  %           3,325
       Accounts payable                               32,640           36,709            (4,069)       (11.1) %          37,214
       Accrued expenses                               17,143           15,175             1,968         13.0  %          17,936
       Income taxes payable                                0            1,034            (1,034)      (100.0) %           1,282
                                                 ------------  ---------------  ----------------    -------------  ------------
                  Total current liabilities           51,461           53,018            (1,557)        (2.9) %          59,757
                  
                                                                                                     
Long-term debt                                       150,210          139,991            10,219          7.3  %         152,312
                                                                                                     
Deferred income taxes                                 11,227            9,965             1,262         12.7  %          11,227
                                                 ------------  ---------------  ----------------    -------------  ------------
                  Total liabilities                  212,898          202,974             9,924          4.9  %         223,296
                                                                                                     
Shareholders' equity                                 129,124          118,005            11,119          9.4  %         131,519
                                                 ------------  ---------------  ----------------    -------------  ------------
                  Total liabilities and                                                              
                  shareholders' equity         $     342,022          320,979            21,043          6.6  %         354,815
                                                 ============  ===============  ================    =============  ============
                                                                                                    
Shares outstanding                                    12,995           12,687               308          2.4  %          13,007
                                                 ============  ===============  ================    =============  ============

</TABLE>

* Derived from audited financial statements.

<PAGE>




                              CULP, INC. FINANCIAL
                               INFORMATION RELEASE
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
         FOR THE SIX MONTHS ENDED NOVEMBER 1, 1998 AND NOVEMBER 2, 1997
                                    Unaudited
                             (Amounts in Thousands)

<TABLE>
<CAPTION>

                                                                                    SIX MONTHS ENDED
                                                                            ----------------------------------

                                                                                        Amounts
                                                                            --------------------------------
                                                                             November 1,      November 2,
                                                                                 1998             1997
                                                                            ---------------  ---------------

Cash flows from operating activities:                                                         
<S>                                                                     <C>                     <C>  
     Net income  (loss)                                                $           (1,333)           7,355
     Adjustments to reconcile net income (loss) to net
        cash provided by (used in) operating activities:
            Depreciation                                                            9,198            6,869
            Amortization of intangible assets                                         829              533
            Changes in assets and liabilities:
                Accounts receivable                                                   775          (17,623)
                Inventories                                                         6,202          (11,813)
                Other current assets                                                  578             (686)
                Other assets                                                          (93)            (188)
                Accounts payable                                                   (2,395)          10,668
                Accrued expenses                                                     (793)             295
                Income taxes payable                                               (1,282)            (546)
                                                                            ---------------  ---------------
                    Net cash provided by (used in) operating activities            11,686           (5,136)
                                                                            ---------------  ---------------
Cash flows from investing activities:                                                         
     Capital expenditures                                                          (6,443)         (19,216)
     Purchases of restricted investments                                              (66)          (8,662)
     Purchase of investments to fund deferred compensation liability                    0             (581)
     Sale of restricted investments                                                   678           11,422
     Business acquired                                                                  0          (36,628)
                                                                            ---------------  ---------------
                    Net cash used in investing activities                          (5,831)         (53,665)
                                                                            ---------------  ---------------
Cash flows from financing activities:                                                         
     Proceeds from issuance of long-term debt                                       2,535           63,500
     Principal payments on long-term debt                                          (6,284)             (50)
     Change in accounts payable-capital expenditures                               (2,179)          (3,862)
     Dividends paid                                                                  (910)            (889)
     Common stock issued (purchased)                                                 (152)             481
                                                                            ---------------  ---------------
                    Net cash provided by (used in) financing activities            (6,990)          59,180
                                                                            ---------------  ---------------
                                                                                              
Increase (decrease) in cash and cash investments                                   (1,135)             379
                                                                                              
Cash and cash investments at beginning of period                                    2,312              830
                                                                            ---------------  ---------------
                                                                                              
Cash and cash investments at end of period                             $            1,177            1,209
                                                                            ===============  ===============
 
 
</TABLE>
 
<PAGE>

 
                    CULP, INC. FINANCIAL INFORMATION RELEASE
                               FINANCIAL ANALYSIS
                                NOVEMBER 1, 1998
<TABLE>
<CAPTION>

                                           FISCAL 98                            FISCAL 99                                           
                                         -------------   ---------------------------------------------------------   ---------------
                                              Q2              Q1             Q2            Q3            Q4               LTM       
                                         -------------   ---------------------------------------------------------   ---------------

INVENTORIES
<S>                                         <C>              <C>            <C>                                                     
        Inventory turns                           6.1              4.9            5.7                                               

RECEIVABLES
        Days sales in  receivables                 55               48             52                                               
        Percent current & less than 30
          days past due                         97.8%            93.8%          94.9%                                               
WORKING CAPITAL
        Current ratio                             2.9              3.1            3.0                                               
        Working capital turnover (4)              4.8              4.5            4.4                                               
        Operating working capital (4)        $107,797         $111,481       $112,750                                               

PROPERTY, PLANT & EQUIPMENT
        Depreciation rate                        7.4%             7.7%           8.4%                                               
        Percent property,
          plant & equipment are depreciated     45.3%            43.8%          45.0%                                               
        Capital expenditures                  $35,879 (1)       $2,858         $3,585                                               

PROFITABILITY
        Return on average total capital         10.0%           (1.6%)           4.2%                                          4.8% 
        Return on average equity                15.6%           (8.1%)           4.1%                                          5.4% 
        Net income (loss) per share             $0.36          ($0.20)          $0.10                                         $0.53 
        Net income (loss) per share (diluted)   $0.35          ($0.20)          $0.10                                         $0.52
        

LEVERAGE (3)
        Total liabilities/equity               172.0%           167.2%         164.9%                                               
        Funded debt/equity                     111.7%           119.7%         115.0%                                               
        Funded debt/capital employed            52.8%            54.5%          53.5%                                               
        Funded debt                          $131,833         $153,559       $148,479                                               
        Funded debt/EBITDA (LTM) (6)              3.1             3.75           3.95                                              
        EBITDA/Interest expense, net (LTM)        8.5              4.9            4.2

OTHER
        Book value per share                    $9.30            $9.87          $9.94                                               
        Employees at quarter end                3,554            4,230          4,014                                               
        Sales per employee (annualized)      $146,000         $103,000       $124,000                                               
        Capital employed (3)                 $249,838         $281,831       $277,603                                               
        Effective income tax rate               35.0%            33.0%          33.0%                                               
        EBITDA (2)                            $12,643           $3,142         $9,649                                       $35,977 
        EBITDA/net sales                        10.3%             2.8%           7.5%                                          7.3% 
</TABLE>

  (1) Expenditures for entire year
  (2) Earnings before interest, income taxes, and depreciation & amortization.
  (3) Long-term debt, funded debt and capital employed are all net of restricted
      investments.
  (4) Working capital for this calculation is accounts receivable, inventories 
      and accounts payable.
  (5) LTM represents "Latest Twelve Months"
  (6) EBITDA includes capitalized interest and pro forma amounts for Wetumpka 
      and Artee acquisitions.



<PAGE>


                    CULP, INC. FINANCIAL INFORMATION RELEASE
                     SALES BY PRODUCT CATEGORY/BUSINESS UNIT
 FOR THE THREE MONTHS AND SIX MONTHS ENDED NOVEMBER 1, 1998 AND NOVEMBER 2, 1997
                             (Amounts in thousands)
<TABLE>
<CAPTION>
                                             
                                                            THREE MONTHS ENDED (UNAUDITED)
                                       --------------------------------------------------------------------------

                                                Amounts                                Percent of Total Sales
                                       --------------------------                    ----------------------------
                                       November 1,   November 2,        % Over
Product Category/Business Unit            1998          1997           (Under)        1999            1998
- ------------------------------------   ------------  ------------   ---------------  -------------   ------------

Upholstery Fabrics
<S>                                   <C>              <C>           <C>             <C>             <C>   
    Culp Decorative Fabrics         $       59,573        56,781         4.9  %          46.5 %          46.2 %
    Culp Velvets/Prints                     38,728        43,928       (11.8) %          30.2 %          35.7 %
                                       ------------  ------------   ---------------  -------------   ------------
                                            98,301       100,709        (2.4) %          76.7 %          81.9 %

Mattress Ticking
    Culp Home Fashions                      23,491        22,217         5.7  %          18.3 %          18.1 %

Yarn
   Culp Yarn                                 6,367             0       100.0  %           5.0 %           0.0 %
                                       ------------  ------------   ---------------  -------------   ------------

                                  * $      128,159       122,926         4.3  %         100.0 %         100.0 %
                                       ============  ============   ===============  =============   ============


                                                             SIX MONTHS ENDED (UNAUDITED)
                                       --------------------------------------------------------------------------

                                                Amounts                                Percent of Total Sales
                                       --------------------------                    ----------------------------
                                       November 1,   November 2,        % Over
Product Category/Business Unit            1998          1997           (Under)        1999            1998
- ------------------------------------   ------------  ------------   ---------------  -------------   ------------

Upholstery Fabrics
    Culp Decorative Fabrics         $      111,018        96,595        14.9  %          46.5 %          43.4 %
    Culp Velvets/Prints                     68,722        82,325       (16.5) %          28.8 %          37.0 %
                                       ------------  ------------   ---------------  -------------   ------------
                                           179,740       178,920         0.5  %          75.3 %          80.4 %

Mattress Ticking
    Culp Home Fashions                      46,123        43,504         6.0  %          19.3 %          19.6 %

Yarn
   Culp Yarn                                12,963             0       100.0  %           5.4 %           0.0 %
                                       ------------  ------------   ---------------  -------------   ------------

                                  * $      238,826       222,424         7.4  %         100.0 %         100.0 %
                                       ============  ============   ===============  =============   ============
</TABLE>


* U.S.  sales were $94,472 and $87,622 for the second quarter of fiscal 1999 and
fiscal  1998,  respectively;  and  $178,782  and  $162,029 for the six months of
fiscal 1999 and fiscal 1998, respectively. The percentage increase in U.S. sales
was 7.8% for the second quarter and an increase of 10.3% for the six months.

                                                    
<PAGE>

                    CULP, INC. FINANCIAL INFORMATION RELEASE
                     INTERNATIONAL SALES BY GEOGRAPHIC AREA
 FOR THE THREE MONTHS AND SIX MONTHS ENDED NOVEMBER 1, 1998 AND NOVEMBER 2, 1997
                             (Amounts in thousands)
<TABLE>
<CAPTION>


                                                               THREE MONTHS ENDED (UNAUDITED)
                                       --------------------------------------------------------------------------------

                                                  Amounts                                   Percent of Total Sales
                                       -------------------------------                   ------------------------------
                                        November 1,      November 2,       % Over
         Geographic Area                    1998            1997           (Under)         1999             1998
- ----------------------------------     ---------------  --------------  --------------   -------------     ------------
<S>                                  <C>                  <C>             <C>              <C>              <C>   
North America (Excluding USA)     $             8,502           8,162        4.2  %           25.2 %           23.1 %
Europe                                          7,223           6,624        9.0  %           21.4 %           18.8 %
Middle East                                    10,060           7,439       35.2  %           29.9 %           21.1 %
Far East & Asia                                 5,435           9,720      (44.1) %           16.1 %           27.5 %
South America                                   1,238           1,216        1.8  %            3.7 %            3.4 %
All other areas                                 1,229           2,143      (42.7) %            3.6 %            6.1 %
                                       ---------------  --------------  --------------   -------------     ------------

                                  $            33,687          35,304       (4.6) %          100.0 %          100.0 %
                                       ===============  ==============  ==============   =============     ============


                                                                SIX MONTHS ENDED (UNAUDITED)
                                       --------------------------------------------------------------------------------

                                                  Amounts                                   Percent of Total Sales
                                       -------------------------------                   ------------------------------
                                        November 1,      November 2,       % Over
         Geographic Area                    1998            1997           (Under)         1999             1998
- ----------------------------------     ---------------  --------------  --------------   -------------     ------------
North America (Excluding USA)     $            15,755          15,206        3.6  %           26.2 %           25.2 %
Europe                                         10,906          11,125       (2.0) %           18.2 %           18.4 %
Middle East                                    18,360          14,003       31.1  %           30.6 %           23.2 %
Far East & Asia                                10,303          15,662      (34.2) %           17.2 %           25.9 %
South America                                   2,238           1,462       53.1  %            3.7 %            2.4 %
All other areas                                 2,482           2,937      (15.5) %            4.1 %            4.9 %
                                       ---------------  --------------  --------------   -------------     ------------

                                  $            60,044          60,395       (0.6) %          100.0 %          100.0 %
                                       ===============  ==============  ==============   =============     ============

</TABLE>

International  sales,  and the  percentage of total sales,  for each of the last
seven fiscal years  follows:  fiscal 1992-$  37,913 (20%);  fiscal 1993-$ 41,471
(21%);  fiscal 1994-$ 44,038  (18%);  fiscal 1995-$ 57,971 (19%);  fiscal 1996-$
77,397 (22%);  fiscal 1997-$  101,571  (25%);  and fiscal 1998-$ 137,223 (29%) .
International  sales for the second quarter represented 26.3% and 28.7% for 1999
and 1998, respectively.  Year-to-date  international sales represented 25.1% and
27.2% of total sales for 1999 and 1998, respectively.


<PAGE>
 

                                   Culp, Inc.
                     SALES BY BUSINESS UNIT - TREND ANALYSIS
                              1997 vs 1998 vs 1999
                                    Unaudited
                             (Amounts in thousands)
<TABLE>
<CAPTION>

                                                    Fiscal 1997                                             Fiscal 1998             
                             ---------------------------------------------------  --------------------------------------------------
  Product Category/Business    Q1         Q2         Q3        Q4       TOTAL       Q1        Q2         Q3        Q4       TOTAL   
            Units
- -----------------------------

Upholstery Fabrics
<S>                           <C>        <C>        <C>       <C>       <C>        <C>       <C>        <C>       <C>       <C>     
    Culp Decorative Fabrics    38,966     45,723     39,342    43,699    167,730    39,814    56,781     53,415    60,155    210,165
    Culp Velvets/Prints        34,867     40,233     40,387    40,980    156,467    38,397    43,928     44,020    45,044    171,389
                             ---------------------------------------------------  --------------------------------------------------
                               73,833     85,956     79,729    84,679    324,197    78,211   100,709     97,435   105,199    381,554

Mattress Ticking
    Culp Home Fashions         16,696     19,248     17,739    20,999     74,682    21,287    22,217     20,261    23,520     87,285

Yarn
    Culp Yarn                       -          -          -         -          -         -         -        761     7,115      7,876
                             ---------------------------------------------------  --------------------------------------------------

                               90,529    105,204     97,468   105,678    398,879    99,498   122,926    118,457   135,834    476,715
                             ===================================================  ==================================================


                   Percent increase(decrease) from prior year:
Product Category/Business Units
- --------------------------------------------------------------------------------  --------------------------------------------------

Upholstery Fabrics           
    Culp Decorative Fabrics      18.3       12.4        0.2     (4.4)        5.8       2.2      24.2       35.8      37.7       25.3
    Culp Velvets/Prints          48.2       25.4       26.9       7.1       24.5      10.1       9.2        9.0       9.9        9.5
                             ---------------------------------------------------  --------------------------------------------------
                                 30.8       18.1       12.2       0.8       14.0       5.9      17.2       22.2      24.2       17.7

Mattress Ticking
    Culp Home Fashions            5.1        7.4       15.3      15.5       10.8      27.5      15.4       14.2      12.0       16.9

Yarn
    Culp Yarn                       -          -          -         -          -         -         -      100.0     100.0      100.0
                             ---------------------------------------------------  --------------------------------------------------

                                 25.1       16.0       12.7       3.4       13.4       9.9      16.8       21.5      28.5       19.5
                             ===================================================  ==================================================

    Overall Growth Rate

Internal (without acquisitions)  25.1       16.0       12.7       3.4       13.4       9.9       6.6        9.2      11.6        9.3
External                            -          -          -         -          -         -      10.2       12.3      16.9       10.2
                             ---------------------------------------------------  --------------------------------------------------
                                                                                                                                    
                                 25.1       16.0       12.7       3.4       13.4       9.9      16.8       21.5      28.5       19.5
                             ===================================================  ==================================================

</TABLE>

<PAGE>
                                Culp, Inc.
                     SALES BY BUSINESS UNIT - TREND ANALYSIS
                              1997 vs 1998 vs 1999
                                    Unaudited
                             (Amounts in thousands)
<TABLE>
<CAPTION>

                                                        Fiscal 1999                       
  Product Category/Business        -------------------------------------------------------
            Units                      Q1          Q2          Q3         Q4      TOTAL   
- -------------------------------                                                           
                                                                                          
Upholstery Fabrics                                                                        
<S>                                  <C>          <C>                           <C>                                                 
    Culp Decorative Fabrics             51,445       59,573                        111,018                                          
    Culp Velvets/Prints                 29,994       38,728                         68,722 
                                    -------------------------------------------------------
                                        81,439       98,301                        179,740 
                                                                                           
Mattress Ticking                                                                           
    Culp Home Fashions                  22,632       23,491                         46,123 
                                                                                           
Yarn                                                                                       
    Culp Yarn                            6,596        6,367                         12,963 
                                    -------------------------------------------------------
                                                                                           
                                       110,667      128,159                        238,826 
                                    =======================================================
                                                                                           
                                                                                           
                   Percent increase(decrease) from prior year:
Product Category/Business Units
                                                                                           
                                         
                                                                                           
Upholstery Fabrics                                                                         
    Culp Decorative Fabrics               29.2          4.9                           14.9 
    Culp Velvets/Prints                  (21.9)       (11.8)                         (16.5) 
                                    -------------------------------------------------------
                                           4.1        (2.4)                            0.5 
                                                                                           
Mattress Ticking                                                                           
    Culp Home Fashions                     6.3          5.7                            6.0 
                                                                                           
Yarn                                                                                       
    Culp Yarn                            100.0        100.0                          100.0 
                                    -------------------------------------------------------
                                                                                           
                                          11.2          4.3                            7.4 
                                    =======================================================
                                                                                           
    Overall Growth Rate                                                                    
                                                                                           
Internal (without acquisitions)           (4.6)        (0.9)                          (2.5) 
External                                  15.8          5.2                            9.9 
                                    =======================================================
                                          11.2          4.3                            7.4 
                                    =======================================================
                                                                                           
</TABLE>

<PAGE>
                                                                



                    CULP, INC. FINANCIAL INFORMATION RELEASE
                               FINANCIAL NARRATIVE
 for the three and six month periods ended November 1, 1998 and November 2, 1997


INCOME STATEMENT COMMENTS

     GENERAL  - Net sales  increased  4.3% to $128.2  million,  and the  company
reported net income of $1.3 million compared with net income of $4.5 million for
the second  quarter of last year.  Net sales for the  quarter,  excluding  Artee
Industries, decreased .9% versus the same quarter of last year. Artee Industries
was acquired at the beginning of the fourth  quarter of fiscal 1998. For the six
months ended November 1, 1998, the company  reported a loss of $1.3 million,  or
$0.10 per share,  compared with net income of $7.4  million,  or $0.57 per share
diluted, in the year-earlier period.

In building  its  business the company has  emphasized  several key  competitive
strengths:

     Broad Product Offering - marketing one of the broadest product lines in the
upholstery  fabrics  and  mattress  ticking  industry.   Through  its  extensive
manufacturing capabilities,  the company competes in every major category of the
industry except leather;

     Diverse  Global  Customer  Base -  penetrating  other  end-use  markets  in
addition  to U.  S.  residential  furniture,  such  as  bedding,  international,
commercial  furniture  and  juvenile  furniture;  sales to these  other  markets
accounted for  approximately  52% of net sales for the quarter.  No one customer
accounted  for more than 7% of net sales  during  the  second  quarter of fiscal
1999;

     Design  Innovation - investing in the design of new patterns and  textures.
The  company  has   significantly   increased   resources  (both  designers  and
computer-aided design (CAD) systems) in the design and product development areas
in each business unit. In January 1998, the company opened its  state-of-the-art
design center in Burlington,  North Carolina.  The facility  enabled most of the
company's  design  resources to be  consolidated  into one facility which offers
advanced CAD systems for the design process;

     Vertical  Integration - realizing additional  manufacturing  integration by
developing or acquiring resources for producing an increasing  proportion of the
raw material components that are used in the manufacture of its products; and

     Ability to Integrate  Acquisitions  - investing  in selective  acquisitions
complementary to existing business units.

     NET SALES -  Compared  with the second  quarter  of last  year,  upholstery
fabric sales decreased 2.4% to $98.3 million;  mattress  ticking sales increased
5.7% to $23.5 million;  and yarn sales  contributed $6.4 million for the quarter
(See Sales by Business  Unit  schedule  on Page 5 and Sales by  Business  Unit -
Trend Analysis on Page 7). International sales were down 4.6% for the quarter. A
significant  decline  in sales to the Far  East/Asia  (principally  Russia)  was
offset by higher shipments to the Middle East.

     The  decline  in sales  of  upholstery  fabrics  was due  principally  to a
pronounced  slowdown in  international  sales of wet and  heat-transfer  printed
flock fabrics.  This trend,  which the company  believes has also affected other
manufacturers of upholstery  fabrics,  became apparent after the close of fiscal
1998 and has been persistent thus far in fiscal 1999. A large  percentage of the
company's  sales of this product line were being shipped  directly or indirectly
to  customers  in the  emerging  markets  of  Russia  and  other  former  Soviet
countries,   India  and  Eastern  Europe.  All  of  these  areas  are  generally
experiencing very weak economic  conditions which, in turn, have affected demand
for  furniture  and  other  home  furnishings.  The  company  has  significantly
curtailed  production  schedules for these fabrics and has shifted its marketing
focus  for this  product  category  to  geographic  areas  where  demand is more
favorable.  The  company is seeking to build a  diversified  geographic  base of
customers  internationally to minimize the exposure to economic uncertainties in
any single geographic area.
<PAGE>


                    CULP, INC. FINANCIAL INFORMATION RELEASE
                               FINANCIAL NARRATIVE
 for the three and six month periods ended November 1, 1998 and November 2, 1997



     The increased  sales by Culp Home Fashions during the second quarter marked
a  continuation  of the  longer-term  expansion  that  this  business  unit  has
experienced.  Culp's growth in sales has been driven by the  introduction of new
designs and fabric  constructions  as well as the  advantages  of the  company's
vertical integration. In particular,  Culp's ability to manufacture the jacquard
greige,  or unfinished,  goods that are then printed to produce mattress ticking
has aided the  company  in  meeting  faster  delivery  schedules  and  providing
improved overall customer service.

     GROSS PROFIT - Gross  profit  declined  9.9% for the quarter  versus a year
ago. The decline was due  principally  to lower  margins at the Culp  Decorative
Fabrics  and  Culp  Velvets/Prints   units.   Factors  contributing  to  reduced
profitability of Culp Decorative Fabrics include  lower-than-expected  sales and
competitive  pressure on pricing,  especially in the jacquard product  category.
The lower gross profit at Culp  Velvets/Prints was due to the unexpectedly sharp
decline in international sales of printed flock fabrics.  Although this business
unit has taken substantial steps to reduce operating  expenses,  it continued to
be affected by excess manufacturing capacity and lower absorption of fixed costs
during the second quarter.

     To help offset the pressure on gross margins,  the company has instituted a
number of actions.  A major change  involved a  reorganization  from six to four
business units during the first quarter.  This new corporate  alignment  grouped
related operations together and was accompanied by several changes in managerial
positions.  Steps  underway  to improve  profitability  that are related to this
realignment  include a significant  reduction in the capacity for  manufacturing
printed  flock  fabrics,  comprehensive  programs to reduce  inventories  and an
intense effort to reduce operating expenses and raise productivity.

     S,G&A EXPENSES - S,G&A expenses for the second quarter rose as a percentage
of sales to 12.1% from 11.1 % for the same  period of last year.  This  increase
was due  principally  to the shortfall in sales from the volume that the company
had  planned to  support.  The  increase  in  absolute  dollars  from a year ago
resulted from the Artee acquisition,  investment in additional design resources,
increased costs in sampling new product and higher costs for credit expenses.

     INTEREST  EXPENSE - Interest  expense  increased  35.4%  compared  with the
year-earlier quarter due to higher average borrowings outstanding. The increased
borrowings  related  principally  to the  acquisitions  during  fiscal  1998  of
Phillips Mills and Artee  Industries  and the  relatively  high level of capital
expenditures in fiscal 1998.

     OTHER EXPENSE (INCOME),  NET - Other expense (income) increased to $604,000
from $425,000 in the year-earlier  quarter.  A major factor  contributing to the
increase was  amortization  of goodwill due to the  acquisitions  during  fiscal
1998.

     INCOME TAXES - The  effective  tax rate for the quarter was 33.0%  compared
with 35.0% for the prior year.

     EBITDA - EBITDA  for the  quarter  decreased  to $9.6  million  from  $12.6
million  for last  year's  second  quarter  and  represented  7.5% of net  sales
compared with 10.3% of net sales for the same period of last year.

<PAGE>


                    CULP, INC. FINANCIAL INFORMATION RELEASE
                               FINANCIAL NARRATIVE
 for the three and six month periods ended November 1, 1998 and November 2, 1997



BALANCE SHEET COMMENTS

     WORKING CAPITAL - Accounts receivable decreased 1.8% from November 2, 1997,
while sales  increased  4.3% for the second  quarter.  Day's  sales  outstanding
represented 52 days,  down from 55 days at November 2, 1997, and up from 49 days
at May 3,  1998.  Additionally,  the  aging of  accounts  receivable  was 94.9 %
current  and less  than 30 days  past due  versus  97.8% at  November  2,  1997.
Inventories  increased 3.1 % from November 2, 1997, and inventory turns were 5.7
versus 6.1 for last year's second quarter.  The inventory increase is due to the
acquisition of Artee  Industries,  partially  offset by a decrease in upholstery
fabric inventories. Operating working capital (comprised of accounts receivable,
inventory and accounts payable) increased to $112.7 million at November 1, 1998,
for the reasons  mentioned  above,  from $107.8 million at November 2, 1997. The
balance at May 3, 1998 was $115.2 million.

     PROPERTY,   PLANT  AND  EQUIPMENT  -  For  fiscal  1999,  the  company  has
significantly  reduced  its  planned  capital  spending  to  $10-$15  million as
compared  with $35.9 million  spent in fiscal 1998.  Culp is focused  instead on
improving  the results of the  investments  made  during  fiscal 1997 and fiscal
1998. The two largest projects that are currently  underway for fiscal 1999 are:
(a) completion of the  polypropylene  yarn extrusion  expansion,  which began in
early  fiscal  1998;  and (b)  building  expansions  in the Culp  Home  Fashions
business  unit to  accommodate  the  continuing  growth  that is expected in the
company's sales of mattress  ticking.  Depreciation for fiscal 1999 is currently
estimated to be approximately $19 million.

     LONG-TERM DEBT - The company's  funded  debt-to-capital  ratio was 53.5% at
November 1, 1998, up from 52.8% at November 2, 1997,  and even with 53.5% at May
3, 1998.  Funded debt was $148.5  million at  November  1, 1998,  up from $131.8
million at November 2, 1997 and down from $151.6 million at May 3, 1998. (Funded
debt equals  long-term  debt,  including  current  maturities,  less  restricted
investments,  which  represent  unspent IRB funds).  The decrease in funded debt
from  May 3,  1998  resulted  primarily  from an  operating  cash  flow of $11.7
million,  offset by capital  expenditures  of $6.4  million  and a  decrease  in
accounts payable related to capital expenditures of $2.2 million.





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