CULP INC
8-K, 1999-06-02
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) June 2, 1999

                                   CULP, INC.

             (Exact name of registrant as specified in its charter)


        North Carolina                                      0-12781
(State or other jurisdiction                          (Commission File No.)
  of incorporation)

                                   56-1001967
                        (IRS Employer 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 June 2, 1999, related to the fiscal 1999 fourth quarter ended
May 2, 1999.

Forward  Looking  Information.  This Report  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
significant   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.



                                                      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:   June 2, 1999



<PAGE>



FOR IMMEDIATE RELEASE


                                         CULP REPORTS FISCAL 1999 EARNINGS


HIGH POINT, N. C. (June 2, 1999) -- Culp, Inc.  (NYSE:CFI)  today reported sales
and earnings for the fourth quarter and fiscal year ended May 2, 1999.

Net sales for the quarter totaled $132.2 million  compared with $135.8 million a
year ago.  Net  income  for the  quarter  was $2.9  million,  or $0.23 per share
diluted,  compared with $4.2 million,  or $0.31 per share diluted, in the fourth
quarter of fiscal 1998.

For the year, net sales increased to $483.1 million compared with $476.7 million
in fiscal  1998.  Net income for the year was $3.1  million,  or $0.24 per share
diluted,  compared with $15.5  million,  or $1.19 per share  diluted,  in fiscal
1998.

"The  results  for  the  fourth  quarter  signal  a  solid  continuation  of the
improvement  that  began  earlier  this year as a result  of our  organizational
restructuring,"  said Robert G. Culp,  III, chief executive  officer.  "Although
earnings for both the final period and full year were lower than a year ago, the
quarterly  pattern  for  fiscal  1999  as a  whole  was  encouraging.  Strategic
acquisitions  and a high level of  capital  expenditures  over the past  several
years significantly upgraded and expanded our marketing resources. During fiscal
1999 we took steps to  capitalize  on these  assets more  effectively.  Aided by
managerial changes and a realignment of our operating units, we are successfully
building stronger working relationships with existing customers. We believe this
is a vital  focus  for Culp  because  of the  continuing  consolidation  that is
occurring in the home  furnishings  industry.  At the same time, we are pursuing
opportunities  internationally to broaden our sales base. Economic  difficulties
in several  important  export  markets for our fabrics  adversely  affected  our
results in fiscal 1999,  but we believe that the longer term  potential for Culp
internationally remains positive."

Commenting on the company's ongoing stock repurchase program,  Culp noted, "Over
the past year, we have invested $5.5 million to repurchase the company's  common
stock. We currently have  authorization from the Board of Directors to invest an
additional  $4.5 million in this program.  We are pleased that Culp's  financial
position is enabling us to execute this program and believe that the  repurchase
of our shares at attractive market levels will prove to be a sound investment of
the company's capital."

<PAGE>

Culp Reports Fiscal 1999 Earnings
Page 2
June 2, 1999


Culp concluded,  "Initial  indications are that the momentum from fiscal 1999 is
carrying over into the current year. The traditional economic factors that drive
demand for furniture and bedding, such as employment levels,  mortgage rates and
consumer confidence,  appear favorable. We believe this outlook favors Culp, but
recognize  that our  ability to  maintain  the  improvement  in our  bottom-line
performance  depends on the day-to-day  delivery of  consistently  high customer
service."

Culp 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  principally in the  production of  residential  and
commercial furniture and bedding products.

                                                     CULP, INC.
                                           Condensed Financial Highlights
<TABLE>
<CAPTION>

                                             Three Months Ended                           Fiscal Year Ended
                                        --------------------------------         ---------------------------------
                                          May 2, 1999       May 3, 1998           May 2, 1999         May 3, 1998
                                        --------------    --------------         -------------       -------------
<S>                                  <C>                 <C>                   <C>                 <C>
Net sales                            $    132,165,000    $   135,834,000       $   483,084,000     $   476,715,000
Net income                                  2,896,000          4,156,000             3,102,000          15,513,000
Net income per share
   Basic                             $           0.23    $          0.32       $          0.24     $          1.22
   Diluted                           $           0.23    $          0.31       $          0.24     $          1.19
Average shares outstanding
   Basic                                   12,645,000         12,993,000            12,909,000          12,744,000
   Diluted                                 12,742,000         13,284,000            13,064,000          13,042,000
</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 significant 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
    FOR THE THREE MONTHS AND TWELVE MONTHS ENDED MAY 2, 1999 AND MAY 3, 1998

                (Amounts in Thousands, Except for Per Share Data)

                         THREE MONTHS ENDED (UNAUDITED)
 -------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                        Amounts                                          Percent of Sales
                                             -------------------------------                       -----------------------------
                                              May 2, 1999      May 3, 1998    % Over (Under)             1999           1998
                                             --------------  ---------------  -------------        --------------  -------------
<S>                                       <C>                       <C>            <C>                  <C>             <C>
Net sales                                 $        132,165          135,834        (2.7) %              100.0 %         100.0 %
Cost of sales                                      109,324          112,644        (2.9) %               82.7 %          82.9 %
                                             --------------  ---------------  -------------        --------------  -------------
         Gross profit                               22,841           23,190        (1.5) %               17.3 %          17.1 %

Selling, general and
  administrative expenses                           15,921           15,277         4.2  %               12.0 %          11.2 %
                                             --------------  ---------------  -------------        --------------  -------------
         Income from operations                      6,920            7,913       (12.5) %                5.2 %           5.8 %

Interest expense                                     2,482            1,837        35.1  %                1.9 %           1.4 %
Interest income                                       (113)             (69)       63.8  %               (0.1)%          (0.1)%
Other expense (income), net                            546              753       (27.5) %                0.4 %           0.6 %
                                             --------------  ---------------  -------------        --------------  -------------
         Income before income taxes                  4,005            5,392       (25.7) %                3.0 %           4.0 %

Income taxes  *                                      1,109            1,236       (10.3) %               27.7 %          22.9 %
                                             --------------  ---------------  -------------        --------------  -------------

         Net income                       $          2,896            4,156       (30.3) %                2.2 %           3.1 %
                                             ==============  ===============  =============        ==============  =============

Net income per share                                 $0.23            $0.32       (28.1) %
Net income per share, assuming dilution              $0.23            $0.31       (25.8) %
Dividends per share                                 $0.035           $0.035         0.0  %
Average shares outstanding                          12,645           12,993        (2.7) %
Average shares outstanding, assuming dilution       12,742           13,284        (4.1) %



                                                                           TWELVE MONTHS ENDED
                                             ---------------------------------------------------------------------------------

                                                        Amounts                                          Percent of Sales
                                             -------------------------------                       -----------------------------
                                              May 2, 1999      May 3, 1998    % Over (Under)             1999           1998
                                             --------------  ---------------  -------------        --------------  -------------
Net sales                                 $        483,084          476,715          1.3 %              100.0 %         100.0 %
Cost of sales                                      406,976          393,154          3.5 %               84.2 %          82.5 %
                                             --------------  ---------------  -------------        --------------  -------------
         Gross profit                               76,108           83,561         (8.9)%               15.8 %          17.5 %

Selling, general and
  administrative expenses                           59,968           52,987         13.2 %               12.4 %          11.1 %
                                             --------------  ---------------  -------------        --------------  -------------
         Income from operations                     16,140           30,574        (47.2)%                3.3 %           6.4 %

Interest expense                                     9,615            7,117         35.1 %                2.0 %           1.5 %
Interest income                                       (195)            (304)       (35.9)%               (0.0)%          (0.1)%
Other expense (income), net                          2,412            1,912         26.2 %                0.5 %           0.4 %
                                             --------------  ---------------  -------------        --------------  -------------
         Income before income taxes                  4,308           21,849        (80.3)%                0.9 %           4.6 %

Income taxes  *                                      1,206            6,336        (81.0)%               28.0 %          29.0 %
                                             --------------  ---------------  -------------        --------------  -------------
         Net income                       $          3,102           15,513        (80.0)%                0.6 %           3.3 %
                                             ==============  ===============  =============        ==============  =============

Net income per share                                 $0.24            $1.22        (80.3)%
Net income per share, assuming dilution              $0.24            $1.19        (79.8)%
Dividends per share                                  $0.14            $0.14          0.0 %
Average shares outstanding                          12,909           12,744          1.3 %
Average shares outstanding, assuming dilution       13,064           13,042          0.2 %

</TABLE>


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

<PAGE>
                    CULP, INC. FINANCIAL INFORMATION RELEASE
                           CONSOLIDATED BALANCE SHEETS
                           MAY 2, 1999 AND MAY 3, 1998

                             (Amounts in Thousands)

<TABLE>
<CAPTION>
                                                                   Amounts                          Increase (Decrease)
                                                      ----------------------------------
                                                         May 2,           May 3,         ---------------------------------
                                                           1999             1998           Dollars          Percent
                                                      ---------------  ---------------  ---------------     -------------

Current assets
<S>                                                 <C>                      <C>            <C>            <C>
       Cash and cash investments                    $            509            2,312          (1,803)        (78.0) %
       Accounts receivable                                    70,503           73,773          (3,270)         (4.4) %
       Inventories                                            67,070           78,594         (11,524)        (14.7) %
       Other current assets                                    9,633            7,808           1,825          23.4  %
                                                      ---------------  ---------------  ---------------     -------------
                  Total current assets                       147,715          162,487         (14,772)         (9.1) %

Restricted investments                                         3,340            4,021            (681)        (16.9) %
Property, plant & equipment, net                             123,310          128,805          (5,495)         (4.3) %
Goodwill                                                      51,269           55,162          (3,893)         (7.1) %
Other assets                                                   4,978            4,340             638          14.7  %
                                                      ---------------  ---------------  ---------------     -------------

                  Total assets                      $        330,612          354,815         (24,203)         (6.8) %
                                                      ===============  ===============  ===============     =============



Current liabilities
       Current maturities of long-term debt         $          1,678            3,325          (1,647)        (49.5) %
       Accounts payable                                       25,687           37,214         (11,527)        (31.0) %
       Accrued expenses                                       21,026           17,936           3,090          17.2  %
       Income taxes payable                                        0            1,282          (1,282)       (100.0) %
                                                      ---------------  ---------------  ---------------     -------------
                  Total current liabilities                   48,391           59,757         (11,366)        (19.0) %

Long-term debt                                               140,312          152,312         (12,000)         (7.9) %

Deferred income taxes                                         14,583           11,227           3,356          29.9  %
                                                      ---------------  ---------------  ---------------     -------------
                  Total liabilities                          203,286          223,296         (20,010)         (9.0) %

Shareholders' equity                                         127,326          131,519          (4,193)         (3.2) %
                                                      ---------------  ---------------  ---------------     -------------
                   Total liabilities and
                  shareholders' equity              $        330,612          354,815         (24,203)         (6.8) %
                                                      ===============  ===============  ===============     =============

Shares  outstanding                                           12,079           13,007            (928)         (7.1) %
                                                      ===============  ===============  ===============     =============

</TABLE>


<PAGE>
                              CULP, INC. FINANCIAL
                               INFORMATION RELEASE
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
             FOR THE TWELVE MONTHS ENDED MAY 2, 1999 AND MAY 3, 1998

                             (Amounts in Thousands)

<TABLE>
<CAPTION>
                                                                                  TWELVE MONTHS ENDED
                                                                           ----------------------------------

                                                                                       Amounts
                                                                           --------------------------------
                                                                             May 2, 1999       May 3, 1998
                                                                           ---------------  ---------------
Cash flows from operating activities:
<S>                                                                   <C>                         <C>
     Net income                                                       $              3,102           15,513
     Adjustments to reconcile net income to net
        cash provided by operating activities:
            Depreciation                                                            18,549           14,808
            Amortization of intangible assets                                        1,570            1,371
            Provision for deferred income taxes                                      1,064            1,416
            Changes in assets and liabilities, net of effects of
                businesses acquired:
                Accounts receivable                                                  3,133          (13,207)
                Inventories                                                         12,124          (17,684)
                Other current assets                                                   522             (660)
                Other assets                                                          (106)            (380)
                Accounts payable                                                    (8,893)           6,477
                Accrued expenses                                                     2,736            1,506
                Income taxes payable                                                (1,282)            (298)
                                                                            ---------------  ---------------
                    Net cash provided by operating activities                       32,519            8,862
                                                                            ---------------  ---------------
Cash flows from investing activities:
     Capital expenditures                                                          (10,689)         (35,879)
     Purchases of restricted investments                                              (119)          (8,770)
     Purchase of investments to fund deferred compensation liability                  (735)            (581)
     Sale of restricted investments                                                    800           15,767
     Payments for businesses acquired                                                    0          (42,966)
                                                                            ---------------  ---------------
                    Net cash used in investing activities                          (10,743)         (72,429)
                                                                            ---------------  ---------------
Cash flows from financing activities:
     Proceeds from issuance of long-term debt                                        2,637           86,246
     Principal payments on long-term debt                                          (16,284)         (17,100)
     Change in accounts payable-capital expenditures                                (2,637)          (2,873)
     Dividends paid                                                                 (1,788)          (1,786)
     Payments to acquire common stock                                               (5,542)               0
     Proceeds from common stock issued                                                  35              562
                                                                            ---------------  ---------------
                    Net cash provided by (used in) financing activities            (23,579)          65,049
                                                                            ---------------  ---------------

Increase (decrease) in cash and cash investments                                    (1,803)           1,482

Cash and cash investments at beginning of period                                     2,312              830
                                                                            ---------------  ---------------

Cash and cash investments at end of period                             $               509            2,312
                                                                            ===============  ===============
</TABLE>

<PAGE>
                    CULP, INC. FINANCIAL INFORMATION RELEASE
                               FINANCIAL ANALYSIS
                                   MAY 2, 1999
<TABLE>
<CAPTION>


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

INVENTORIES
<S>                                        <C>              <C>            <C>           <C>           <C>
        Inventory turns                           5.9              4.9            5.7           5.2           6.4

RECEIVABLES
        Days sales in receivables                  49               48             52            47            49
        Percent current & less than 30
          days past due                         96.6%            93.8%          94.9%         94.1%         96.1%

WORKING CAPITAL
        Current ratio                             2.7              3.1            3.0           3.1           3.1
        Working capital turnover (4)              4.7              4.5            4.4           4.4           4.3
        Operating working capital (4)        $115,153         $111,481       $112,750      $106,492      $111,886

PROPERTY, PLANT & EQUIPMENT
        Depreciation rate                        7.4%             7.7%           8.4%          7.9%          8.1%
        Percent property,plant &
         equipment are depreciated              42.6%            43.8%          45.0%         46.1%         47.6%
        Capital expenditures                  $35,879 (1)       $2,858         $3,585        $2,057        $2,189

PROFITABILITY
        Return on average total capital          7.7%           (1.6%)           4.2%          4.5%          6.8%              3.4%
        Return on average equity                13.1%           (8.1%)           4.1%          4.7%          9.0%              2.4%
        Net income (loss) per share             $0.32          ($0.20)          $0.10         $0.12         $0.23             $0.24
        Net income (loss) per share (diluted)   $0.31          ($0.20)          $0.10         $0.12         $0.23             $0.24

LEVERAGE (3)
        Total liabilities/equity               169.8%           167.2%         164.9%        150.7%        159.7%
        Funded debt/equity                     115.3%           119.7%         115.0%        106.3%        108.9%
        Funded debt/capital employed            53.5%            54.5%          53.5%         51.5%         52.1%
        Funded debt                          $151,616         $153,559       $148,479      $138,472      $138,650
        Funded debt/EBITDA (LTM) (6)             3.21             3.75           3.95          3.91          4.02
        EBITDA/Interest expense, net (LTM)        6.6              4.9            4.2           3.9           3.6

OTHER
        Book value per share                   $10.11            $9.87          $9.94        $10.02        $10.54
        Employees at quarter end                4,334            4,230          4,014         3,949         3,973
        Sales per employee (annualized)      $134,000         $103,000       $124,000      $113,000      $133,000
        Capital employed (3)                 $283,135         $281,831       $277,603      $268,680      $265,976
        Effective income tax rate               22.9%            33.0%          33.0%         32.9%         27.7%
        EBITDA (2)                            $11,796           $3,142         $9,649        $9,522       $11,534           $33,847
        EBITDA/net sales                         8.7%             2.8%           7.5%          8.5%          8.7%              7.0%

  (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
      acquisitions.
</TABLE>




<PAGE>
                     CULP, INC. FINANCIAL INFORMATION RELEASE
                     SALES BY PRODUCT CATEGORY/BUSINESS UNIT
    FOR THE THREE MONTHS AND TWELVE MONTHS ENDED MAY 2, 1999 AND MAY 3, 1998

<TABLE>
<CAPTION>

                             (Amounts in thousands)

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

                                                Amounts                                Percent of Total Sales
                                       --------------------------                    ----------------------------
Product Category/Business Unit         May 2, 1999  May 3, 1998    % Over (Under)       1999            1998
- ------------------------------------   ------------  ------------   ---------------  -------------   ------------
Upholstery Fabrics
<S>                                 <C>                 <C>           <C>             <C>             <C>
    Culp Decorative Fabrics         $       60,520        60,155         0.6 %          45.8 %          44.3 %
    Culp Velvets/Prints                     40,402        45,044       (10.3)%          30.6 %          33.2 %
                                       ------------  ------------   ---------------  -------------   ------------
                                           100,922       105,199        (4.1)%          76.4 %          77.4 %

Mattress Ticking
    Culp Home Fashions                      26,781        23,520        13.9 %          20.3 %          17.3 %

Yarn
   Culp Yarn                                 4,462         7,115       (37.3)%           3.4 %           5.2 %
                                       ------------  ------------   ---------------  -------------   ------------

                                  * $      132,165       135,834        (2.7) %        100.0 %         100.0 %
                                       ============  ============   ===============  =============   ============


                                                                  TWELVE MONTHS ENDED
                                       --------------------------------------------------------------------------

                                                Amounts                                Percent of Total Sales
                                       --------------------------                    ----------------------------
Product Category/Business Unit          May 2, 1999    May 3, 1998   % Over (Under)      1999            1998
- ------------------------------------   ------------  ------------   ---------------  -------------   ------------
Upholstery Fabrics
    Culp Decorative Fabrics         $      222,058       210,165         5.7 %          46.0 %          44.1 %
    Culp Velvets/Prints                    144,073       171,389       (15.9)%          29.8 %          36.0 %
                                       ------------  ------------   ---------------  -------------   ------------
                                           366,131       381,554        (4.0)%          75.8 %          80.0 %

Mattress Ticking
    Culp Home Fashions                      95,440        87,285         9.3 %          19.8 %          18.3 %

Yarn
   Culp Yarn                                21,513         7,876       173.1 %           4.5 %           1.7 %
                                       ------------  ------------   ---------------  -------------   ------------

                                  * $      483,084       476,715         1.3 %         100.0 %         100.0 %
                                       ============  ============   ===============  =============   ============
</TABLE>


* U.S. sales were $102,796 and $97,383 for the fourth quarter of fiscal 1999 and
fiscal 1998,  respectively;  and $369,730 and $339,492 for the twelve  months of
fiscal 1999 and fiscal 1998, respectively. The percentage increase in U.S. sales
was 5.6% for the fourth quarter and an increase of 8.9% for the twelve months.
<PAGE>

                  CULP, INC. FINANCIAL INFORMATION RELEASE
                     INTERNATIONAL SALES BY GEOGRAPHIC AREA
    FOR THE THREE MONTHS AND TWELVE MONTHS ENDED MAY 2, 1999 AND MAY 3, 1998

<TABLE>
<CAPTION>

                             (Amounts in thousands)

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

                                                  Amounts                                   Percent of Total Sales
                                       -------------------------------                   ------------------------------
         Geographic Area                 May 2, 1999      May 3, 1998   % Over (Under)      1999             1998
- ----------------------------------     ---------------  --------------  --------------   -------------     ------------
<S>                               <C>                     <C>            <C>               <C>              <C>
North America (Excluding USA)     $             8,067           8,459      (4.6) %           27.5 %           22.0 %
Europe                                          4,791           7,964     (39.8) %           16.3 %           20.7 %
Middle East                                     8,925          10,960     (18.6) %           30.4 %           28.5 %
Far East & Asia                                 6,075           8,542     (28.9) %           20.7 %           22.2 %
South America                                     691           1,687     (59.0) %            2.4 %            4.4 %
All other areas                                   820             839      (2.3) %            2.8 %            2.2 %
                                       ---------------  --------------  --------------   -------------     ------------

                                  $            29,369          38,451     (23.6) %          100.0 %          100.0 %
                                       ===============  ==============  ==============   =============     ============


                                                                     TWELVE MONTHS ENDED
                                       --------------------------------------------------------------------------------

                                                  Amounts                                   Percent of Total Sales
                                       -------------------------------                   ------------------------------
         Geographic Area                  May 2, 1999      May 3, 1998   % Over (Under)        1999             1998
 ----------------------------------     ---------------  --------------  --------------   -------------     ------------
North America (Excluding USA)     $            31,102          31,160      (0.2) %           27.4 %           22.7 %
Europe                                         19,578          30,775     (36.4) %           17.3 %           22.4 %
Middle East                                    33,996          34,412      (1.2) %           30.0 %           25.1 %
Far East & Asia                                21,371          32,344     (33.9) %           18.9 %           23.6 %
South America                                   3,484           5,158     (32.5) %            3.1 %            3.8 %
All other areas                                 3,823           3,374      13.3  %            3.4 %            2.5 %
                                       ---------------  --------------  --------------   -------------     ------------

                                  $           113,354         137,223     (17.4) %          100.0 %          100.0 %
                                       ===============  ==============  ==============   =============     ============

</TABLE>

International  sales,  and the  percentage of total sales,  for each of the last
five fiscal years follows: fiscal 1995-$57,971 (19%); fiscal 1996-$77,397 (22%);
fiscal 1997-$101,571 (25%); fiscal 1998-$137,223 (29%); and fiscal 1999-$113,354
(23%).  International  sales for the fourth quarter  represented 22.2% and 28.3%
for 1999 and 1998, respectively.

<PAGE>

                                   Culp, Inc.
                     SALES BY BUSINESS UNIT - TREND ANALYSIS
                              1997 vs 1998 vs 1999

                             (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

                             (Amounts in thousands)
<TABLE>
<CAPTION>

                                              Fiscal 1999
                             -----------------------------------------------
Product Category/Business       Q1        Q2        Q3        Q4     TOTAL
          Units
- ---------------------------
Upholstery Fabrics
<S>                            <C>       <C>       <C>      <C>     <C>
    Culp Decorative Fabrics     51,445    59,573    50,520   60,520 222,058
    Culp Velvets/Prints         29,994    38,728    34,949   40,402 144,073
                             -----------------------------------------------
                                81,439    98,301    85,469  100,922 366,131

Mattress Ticking
    Culp Home Fashions          22,632    23,491    22,536   26,781  95,440

Yarn
    Culp Yarn                    6,596     6,367     4,088    4,462  21,513
                             -----------------------------------------------

                               110,667   128,159   112,093  132,165 483,084
                             ===============================================


                   Percent increase(decrease) from prior year:
Product Category/Business Units
- ---------------------------------------
Upholstery Fabrics
    Culp Decorative Fabrics       29.2       4.9      (5.4)     0.6     5.7
    Culp Velvets/Prints          (21.9)    (11.8)    (20.6)   (10.3)  (15.9)
                             -----------------------------------------------
                                   4.1      (2.4)    (12.3)    (4.1)   (4.0)

Mattress Ticking
    Culp Home Fashions             6.3       5.7      11.2     13.9     9.3

Yarn
    Culp Yarn                    100.0     100.0     437.2    (37.3)  173.1
                             -----------------------------------------------

                                  11.2       4.3     (5.4)     (2.7)    1.3
                             ===============================================

  Overall Growth Rate

Internal (without acquisitions)   (4.6)     (0.9)     (8.5)    (2.7)   (4.1)
External                          15.8       5.2       3.1        -     5.4
                             ===============================================
                                  11.2       4.3      (5.4)    (2.7)    1.3
                             ===============================================

</TABLE>

<PAGE>

                    CULP, INC. FINANCIAL INFORMATION RELEASE
                               FINANCIAL NARRATIVE
    for the three and twelve month periods ended May 2, 1999 and May 3, 1998


INCOME STATEMENT COMMENTS

GENERAL - For the fourth quarter, net sales decreased 2.7% to $132.2 million and
net income decreased 30.3% to $2.9 million,  or $0.23 per share diluted,  versus
the  year-earlier  period.  For the year ended May 2, 1999, net sales  increased
1.3% compared with fiscal 1998 to $483.1 million, and net income decreased 80.0%
to $3.1 million, or $0.24 per share diluted.

The company's strategic plan encompasses several competitive initiatives:

     Broad Product  Offering - continuing to market 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 -  increasing  its  penetration  into other
     end-use markets in addition to U.S. residential furniture, such as bedding,
     international, commercial furniture and juvenile furniture. The company has
     long-standing   relationships   with  most   major   upholstery   furniture
     manufacturers,  but is not reliant on a single customer or a small group of
     dominant customers. No one customer accounted for more than 8% of net sales
     during fiscal 1999;

     Design  Innovation  -  continuing  to  invest in the  design of  upholstery
     fabrics and ticking  with  appealing  patterns  and  textures.  An integral
     component of the value Culp provides to customers is supplying fabrics that
     are  fashionable  and meet  current  consumer  preferences.  The  company's
     principal  design  resources are now consolidated in a single facility that
     provides advanced CAD systems and promotes a sharing of innovative  designs
     among the business units;

     Vertical  Integration - operating as a vertically  integrated  manufacturer
     and taking  advantage of economies  that can be gained by producing the raw
     material components that are used in the manufacture of its products; and

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

     NET SALES -  Compared  with the fourth  quarter  of last  year,  upholstery
     fabric sales  decreased  4.1% to $100.9  million;  mattress  ticking  sales
     increased 13.9% to $26.8 million;  and yarn sales  contributed $4.5 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
     23.6% for the quarter.  For fiscal 1999,  upholstery fabric sales decreased
     4.0% to $366.1  million;  mattress  ticking sales  increased  9.3% to $95.4
     million; and yarn sales contributed $21.5 million.

     The  decline in sales of  upholstery  fabrics  for the fourth  quarter  and
     fiscal year was due principally to a pronounced  slowdown in  international
     sales of wet print and  heat-transfer  printed flock  fabrics.  This trend,
     which the company believes also affected other  manufacturers of upholstery
     fabrics,  became  apparent  after the close of  fiscal  1998 and  persisted
     throughout  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  consumer  markets of Russia,  other former  Soviet  countries and
     Eastern  Europe.  All of these areas have  encountered  very weak  economic
     conditions  which,  in turn,  have affected  demand for furniture and other
     home furnishings.  During fiscal 1999, the company significantly  curtailed
     production  schedules for these fabrics and has shifted its marketing focus
     for this product  category to  geographic  areas where demand  appears more
     favorable.  The  company  has  also  introduced  a line of  printed  cotton
     upholstery fabrics utilizing some of the same manufacturing  assets used to
     produce wet print and heat-transfer  printed flock fabrics.  The company is
     seeking  to  build a  diversified  global  base of  customers  to  minimize
     exposure to economic uncertainties in any geographic area.

<PAGE>


                    CULP, INC. FINANCIAL INFORMATION RELEASE
                               FINANCIAL NARRATIVE
    for the three and twelve month periods ended May 2, 1999 and May 3, 1998



The increased sales by Culp Home Fashions  (primarily  mattress  ticking) during
the fourth  quarter  and fiscal 1999 marked a  continuation  of the  longer-term
expansion  that this  business unit has  experienced.  Culp's growth in mattress
ticking  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,  the ability to manufacture  the jacquard  greige,  or unfinished
goods  that are then  printed  to  produce  mattress  ticking  has aided Culp in
meeting  faster  delivery  schedules and  providing  improved  overall  customer
service.


GROSS PROFIT - Gross profit  declined 1.5% for the fourth  quarter versus a year
ago, but increased as a percentage of net sales from 17.1% to 17.3%. The decline
was due principally to lower sales volume at the Culp Velvets/Prints unit, which
experienced a sharp decline in international  sales during fiscal 1999. 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 fourth quarter. Gross profit for fiscal 1999 decreased
8.9% to $76.1 million.

To help offset the pressure on gross margins, the company instituted a number of
actions during fiscal 1999. 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. Subsequent steps to improve profitability that are related
to this  realignment  have included 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 fourth quarter rose as a percentage of
sales to 12.0% from  11.2% for the same  period of last year.  The  increase  is
principally  related  to higher  marketing  costs  for new  fabric  designs  and
severance  agreements  related to termination of an  international  sales agent,
partially offset by lower accruals for incentive-based compensation plans.


INTEREST EXPENSE - Interest  expense  increased 35.1% for the fourth quarter due
to lower capitalized interest related to capital expenditures.  Interest expense
also  increased  35.1%  for the  fiscal  year due to higher  average  borrowings
outstanding.  The increased  borrowings related  principally to the acquisitions
during 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 26.2% to $2.4
million for fiscal 1999 due primarily to the incremental  goodwill  amortization
related to acquired operations and loss on disposal of fixed assets.

INCOME TAXES - The effective  tax rate for the quarter was 27.7%,  compared with
22.9% for the same  quarter  of last  year.  The  unusually  low tax rate in the
fourth  quarter of fiscal 1998  resulted  from higher than expected tax benefits
related to the company's foreign sales corporation. The tax rate for fiscal 1999
was 28.0% compared with 29.0% for fiscal 1998.

EBITDA - Due  principally to the decrease in net income for fiscal 1999,  EBITDA
for the fourth  quarter  decreased  2.2% to $11.5 million from the  year-earlier
period and  represented  8.7% of net sales,  which was comparable  with the same
period of last year. EBITDA for fiscal 1999 decreased 24.5% to $33.8 million and
represented 7.0% of net sales compared with 9.4% of net sales for fiscal 1998.


<PAGE>


                    CULP, INC. FINANCIAL INFORMATION RELEASE
                               FINANCIAL NARRATIVE
    for the three and twelve month periods ended May 2, 1999 and May 3, 1998





BALANCE SHEET COMMENTS

WORKING CAPITAL - Accounts  receivable as of May 2, 1999 decreased 4.4% from the
year-earlier  level,  due principally to the decrease in net sales in the fourth
quarter.  Days sales outstanding  represented 49 days at May 2, 1999,  unchanged
from a year  ago.  Additionally,  the  aging of  accounts  receivable  was 96.1%
current and less than 30 days past due versus 96.6% at May 3, 1998.  Inventories
at the close of fiscal 1999  decreased  $11.5 million or 14.7% from May 3, 1998.
Inventory  turns for the  fourth  quarter  were 6.4  versus  5.9 for the  fourth
quarter of fiscal 1998.  The reduction in  inventories  is  attributable  to the
increased  focus  management has placed on controlling the level of inventories.
Operating  working  capital  (comprised  of accounts  receivable,  inventory and
accounts  payable)  decreased to $111.9  million at May 2, 1999, for the reasons
mentioned above, from $115.2 million at May 3, 1998.

PROPERTY, PLANT AND EQUIPMENT - For fiscal 1999, the company reduced its capital
spending to $10.7  million as compared  with $35.9 million spent in fiscal 1998.
During fiscal 1999,  Culp focused on improving  the results of the  considerable
investments  made during fiscal 1997 and fiscal 1998.  The two largest  projects
completed  during  fiscal 1999 were an  additional  expansion  of  polypropylene
extrusion  capacity and facility  expansion in the Culp Home  Fashions  business
unit.  Depreciation  expense for fiscal 1999  increased to $18.5 million  versus
$14.8  million  for  fiscal  1998.  Depreciation  for fiscal  2000 is  currently
estimated to be approximately $20 million.

LONG-TERM DEBT - The company's funded  debt-to-capital ratio was 52.1% at May 2,
1999,  down from 53.5% at May 3, 1998.  Funded debt was $138.7 million at May 2,
1999,  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 $32.5  million,  offset  by  capital
expenditures of $10.7 million, a decrease in accounts payable related to capital
expenditures of $2.6 million and repurchase of common stock of $5.5 million.


STOCK REPURCHASE

In separate  authorizations  in June 1998 and March 1999, the Board of Directors
authorized  the use of a total of $10.0  million  to  repurchase  the  company's
common  stock.  During fiscal 1999,  the company  repurchased a total of 938,600
shares at an average price of $5.90 per share under these authorizations.



<PAGE>


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