SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 30, 2000
Commission File No. 0-12781
CULP, INC.
(Exact name of registrant as specified in its charter)
NORTH CAROLINA 56-1001967
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or other organization)
101 S. Main St., High Point, North Carolina 27261-2686
(Address of principal executive offices) (zip code)
(336) 889-5161
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 of the Securities Exchange Act of 1934 during the
preceding 12 months and (2) has been subject to the filing requirements for at
least the past 90 days.
YES X NO
Common shares outstanding at July 30, 2000: 11,208,720
Par Value: $.05
<PAGE>
INDEX TO FORM 10-Q
For the period ended July 30, 2000
Part I - Financial Statements. Page
------------------------------------------ -------
Item 1. Unaudited Interim Consolidated Financial Statements:
Consolidated Statements of Income (Loss)-Three Months Ended
July 30, 2000 and August 1, 1999 I-1
Consolidated Balance Sheets-July 30, 2000, August 1, 1999
and April 30, 2000 I-2
Consolidated Statements of Cash Flows---Three Months Ended
July 30, 2000 and August 1, 1999 I-3
Consolidated Statements of Shareholders' Equity I-4
Notes to Consolidated Financial Statements I-5
Sales by Segment/Division I-10
International Sales by Geographic Area I-11
Item 2. Management's Discussion and Analysis of Financial I-12
Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About I-16
Market Risk
Part II - Other Information
-------------------------------------
Item 6. Exhibits and Reports on Form 8-K II-1
Signature II-8
<PAGE>
CULP, INC.
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
FOR THE THREE MONTHS ENDED JULY 30, 2000 AND AUGUST 1, 1999
(Amounts in Thousands, Except for Per Share Data)
<TABLE>
<CAPTION>
THREE MONTHS ENDED (UNAUDITED)
----------------------------------------------------------------------------------
Amounts Percent of Sales
------------------------------ ------------------------------
July 30, August 1, % Over
2000 1999 (Under) 2001 2000
-------------- -------------- ------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
Net sales $ 101,878 115,937 (12.1) % 100.0 % 100.0 %
Cost of sales 87,704 95,525 (8.2) % 86.1 % 82.4 %
-------------- -------------- ------------- -------------- --------------
Gross profit 14,174 20,412 (30.6) % 13.9 % 17.6 %
Selling, general and
administrative expenses 13,778 15,038 (8.4) % 13.5 % 13.0 %
-------------- -------------- ------------- -------------- --------------
Income from operations 396 5,374 (92.6) % 0.4 % 4.6 %
Interest expense 2,323 2,416 (3.8) % 2.3 % 2.1 %
Interest income (7) (17) (58.8) % (0.0) % (0.0)%
Other expense (income), net 741 555 33.5 % 0.7 % 0.5 %
-------------- -------------- ------------- -------------- --------------
Income (loss) before income taxes (2,661) 2,420 (210.0) % (2.6) % 2.1 %
Income taxes * (905) 823 (210.0) % 34.0 % 34.0 %
-------------- -------------- ------------- -------------- --------------
Net income (loss) $ (1,756) 1,597 (210.0) % (1.7) % 1.4 %
============== ============== ============= ============== ==============
Net income (loss) per share ($0.16) $0.13 (223.1) %
Net income (loss) per share, assuming dilution ($0.16) $0.13 (223.1) %
Dividends per share $0.035 $0.035 0.0 %
Average shares outstanding 11,209 12,063 (7.1) %
Average shares outstanding, assuming dilution 11,292 12,219 (7.6) %
</TABLE>
* Percent of sales column is calculated as a % of income (loss) before
income taxes.
<PAGE>
CULP, INC.
CONSOLIDATED BALANCE SHEETS
JULY 30, 2000, AUGUST 1, 1999 AND APRIL 30, 2000
Unaudited
(Amounts in Thousands)
<TABLE>
<CAPTION>
Amounts Increase
------------------------------ (Decrease)
July 30, August 1, -------------------------- * April 30,
2000 1999 Dollars Percent 2000
------------ ------------ ------------ ----------- ------------
<S> <C> <C> <C> <C> <C>
Current assets
Cash and cash investments $ 1,654 1,097 557 50.8 % 1,007
Accounts receivable 58,851 61,984 (3,133) (5.1) % 75,223
Inventories 74,600 75,337 (737) (1.0) % 74,471
Other current assets 11,565 10,860 705 6.5 % 10,349
------------ ------------ ------------ ----------- ------------
Total current assets 146,670 149,278 (2,608) (1.7) % 161,050
Restricted investments 0 1,684 (1,684) (100.0) % 0
Property, plant & equipment, net 123,636 120,971 2,665 2.2 % 126,407
Goodwill 49,525 50,920 (1,395) (2.7) % 49,873
Other assets 5,550 4,969 581 11.7 % 5,548
------------ ------------ ------------ ----------- ------------
Total assets $ 325,381 327,822 (2,441) (0.7) % 342,878
============ ============ ============ =========== ============
Current liabilities
Current maturities of long-term debt $ 1,678 1,678 0 0.0 % 1,678
Accounts payable 24,942 26,099 (1,157) (4.4) % 37,287
Accrued expenses 19,762 20,309 (547) (2.7) % 22,108
Income taxes payable 0 798 (798) (100.0) % 0
------------ ------------ ------------ ----------- ------------
Total current liabilities 46,382 48,884 (2,502) (5.1) % 61,073
Long-term debt 135,150 136,228 (1,078) (0.8) % 135,808
Deferred income taxes 17,459 14,583 2,876 19.7 % 17,459
------------ ------------ ------------ ----------- ------------
Total liabilities 198,991 199,695 (704) (0.4) % 214,340
Shareholders' equity 126,390 128,127 (1,737) (1.4) % 128,538
------------ ------------ ------------ ----------- ------------
Total liabilities and
shareholders' equity $ 325,381 327,822 (2,441) (0.7) % 342,878
============ ============ ============ =========== ============
Shares outstanding 11,209 12,040 (831) (6.9) % 11,209
============ ============ ============ =========== ============
</TABLE>
* Derived from audited financial statements.
<PAGE>
CULP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED JULY 30, 2000 AND AUGUST 1, 1999
Unaudited
(Amounts in Thousands)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
----------------------------------
Amounts
--------------------------------
July 30, August 1,
2000 1999
--------------- ---------------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ (1,756) 1,597
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Depreciation 5,060 4,759
Amortization of intangible assets 399 399
Changes in assets and liabilities:
Accounts receivable 16,372 8,519
Inventories (129) (8,267)
Other current assets (1,216) (1,227)
Other assets 147 (41)
Accounts payable (6,886) 270
Accrued expenses (2,346) (717)
Income taxes payable 0 798
--------------- ---------------
Net cash provided by operating activities 9,645 6,090
--------------- ---------------
Cash flows from investing activities:
Capital expenditures (2,289) (2,420)
Purchases of restricted investments 0 (15)
Purchase of investments to fund deferred compensation liability (200) 0
Sale of restricted investments 0 1,671
--------------- ---------------
Net cash used in investing activities (2,489) (764)
--------------- ---------------
Cash flows from financing activities:
Proceeds from issuance of long-term debt 0 3,333
Principal payments on long-term debt (658) (7,417)
Change in accounts payable-capital expenditures (5,459) 142
Dividends paid (392) (423)
Payments to acquire common stock 0 (393)
Proceeds from common stock issued 0 20
--------------- ---------------
Net cash used in financing activities (6,509) (4,738)
--------------- ---------------
Increase in cash and cash investments 647 588
Cash and cash investments at beginning of period 1,007 509
--------------- ---------------
Cash and cash investments at end of period $ 1,654 1,097
=============== ===============
</TABLE>
<PAGE>
CULP, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(Unaudited)
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
Capital
Common Stock Contributed Total
------------------------- in Excess Retained Shareholders'
Shares Amount of Par Value Earnings Equity
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance, May 2, 1999 12,079,171 $ 604 $ 37,966 $ 88,756 $ 127,326
Cash dividends ($0.14 per share) (1,611) (1,611)
Net income 9,380 9,380
Common stock issued in connection
with stock option plans 13,813 1 78 79
Common stock purchased (884,264) (45) (2,778) (3,813) (6,636)
----------------------------------------------------------------------------------------------------------
Balance, April 30, 2000 11,208,720 560 35,266 92,712 128,538
Cash dividends ($0.035 per share) (392) (392)
Net loss (1,756) (1,756)
----------------------------------------------------------------------------------------------------------
Balance, July 30, 2000 11,208,720 $ 560 $ 35,266 $ 90,564 $ 126,390
==========================================================================================================
</TABLE>
Culp, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. Basis of Presentation
The accompanying unaudited consolidated financial statements of Culp, Inc.
and subsidiary include all adjustments, consisting only of normal, recurring
adjustments and accruals, which are, in the opinion of management, necessary for
fair presentation of the results of operations and financial position. Results
of operations for interim periods may not be indicative of future results. The
unaudited consolidated financial statements should be read in conjunction with
the audited consolidated financial statements, which are included in the
company's annual report on Form 10-K filed with the Securities and Exchange
Commission on July 28, 2000 for the fiscal year ended April 30, 2000.
================================================================================
================================================================================
2. Accounts Receivable
A summary of accounts receivable follows (dollars in thousands):
--------------------------------------------------------------------------------
July 30, 2000 April 30 2000
--------------------------------------------------------------------------------
Customers $ 61,219 $ 77,981
Allowance for doubtful accounts (1,428) (1,477)
Reserve for returns and allowances (940) (1,281)
--------------------------------------------------------------------------------
$ 58,851 $ 75,223
================================================================================
3. Inventories
Inventories are carried at the lower of cost or market. Cost is determined
for substantially all inventories using the LIFO (last-in, first-out) method.
A summary of inventories follows (dollars in thousands):
--------------------------------------------------------------------------------
July 30, 2000 April 30, 2000
--------------------------------------------------------------------------------
Raw materials $ 46,190 $ 46,946
Work-in-process 6,090 6,379
Finished goods 28,709 26,998
--------------------------------------------------------------------------------
Total inventories valued at FIFO cost 80,989 80,323
Adjustments of certain inventories
to the LIFO cost method (893) (893)
Adjustments of certain inventories to market (5,496) (4,959)
--------------------------------------------------------------------------------
$ 74,600 $ 74,471
================================================================================
<PAGE>
4. Restricted Investments
Restricted investments were purchased with proceeds from industrial revenue
bond issues and are invested pending application of such proceeds to project
costs or repayment of the bonds. The investments are stated at cost which
approximates market value.
5. Accounts Payable
A summary of accounts payable follows (dollars in thousands):
--------------------------------------------------------------------------------
July 30, 2000 April 30, 2000
--------------------------------------------------------------------------------
Accounts payable-trade $ 19,593 $ 26,479
Accounts payable-capital expenditures 5,349 10,808
--------------------------------------------------------------------------------
$ 24,942 $ 37,287
================================================================================
6. Accrued Expenses
A summary of accrued expenses follows (dollars in thousands):
--------------------------------------------------------------------------------
July 30, 2000 April 30, 2000
--------------------------------------------------------------------------------
Compensation and benefits $ 11,587 $ 14,748
Other 8,175 7,360
--------------------------------------------------------------------------------
$ 19,762 $ 22,108
================================================================================
7. Long-Term Debt
A summary of long-term debt follows (dollars in thousands):
--------------------------------------------------------------------------------
July 30, 2000 April 30, 2000
--------------------------------------------------------------------------------
Senior unsecured notes $ 75,000 $ 75,000
Industrial revenue bonds and other obligations 32,452 32,452
Revolving credit facility 25,000 25,000
Obligations to sellers 4,376 5,034
--------------------------------------------------------------------------------
136,828 137,486
Less current maturities (1,678) (1,678)
--------------------------------------------------------------------------------
$ 135,150 $ 135,808
================================================================================
7. Long-Term Debt (continued)
The senior unsecured notes have a fixed coupon rate of 6.76% and an average
remaining term of 8 years. The principal payments become due from March 2006 to
March 2010 with interest payable semi-annually.
The company's revolving credit agreement (the "Credit Agreement") provides
an unsecured multi-currency revolving credit facility, which expires in April
2002, with a syndicate of banks in the United States. The Credit Agreement
provides for a revolving loan commitment of $88,000,000. The agreement requires
payment of a quarterly facility fee in advance. In July 2000, the company
amended the Credit Agreement to amend certain covenants. Additionally, the
amendment increased the interest rate from LIBOR plus 0.80% to 0.90% to LIBOR
plus 1.10% to 1.60%. The specified pricing matrix will be in effect for the
remainder of fiscal 2001 and is based on the company's debt to EBITDA ratio, as
defined by the agreement. On borrowings outstanding at July 30, 2000, the
interest rate was 7.52% (LIBOR plus 0.90%).
The company's $6,000,000 revolving line of credit expires on August 31,
2001. However, the line of credit will automatically be extended for an
additional three-month period on each November 30, February 28, May 31 and
August 31 unless the bank notifies the company that the line of credit will not
be extended. At July 30, 2000, no borrowings were outstanding under the
revolving line of credit.
The industrial revenue bonds (IRBs) are generally due in balloon maturities
which occur at various dates from 2006 to 2013. The IRBs are collateralized by
letters of credit for the outstanding balance of the IRBs and certain interest
payments due thereunder.
The company's loan agreements require, among other things, that the company
maintain compliance with certain financial ratios. At July 30, 2000, the company
was in compliance with these financial covenants.
At July 30, 2000, the company had two interest rate swap agreements with a
bank in order to reduce its exposure to floating interest rates on a portion of
its variable rate borrowings. The following table summarizes certain data
regarding the interest rate swaps:
notional amount interest rate expiration date
$ 5,000,000 6.9% June 2002
$ 5,000,000 6.6% July 2002
The company could terminate these agreements as of July 30, 2000 and
receive approximately $113,000. Net amounts received/paid under interest rate
swap agreements decreased interest expense by approximately $3,000 for the three
months of fiscal 2001 and increased interest expense by approximately $92,000
for the three months of fiscal 2000. Management believes the risk of incurring
losses resulting from the inability of the bank to fulfill its obligation under
the interest rate swap agreements to be remote and that any losses incurred
would be immaterial.
8. Cash Flow Information
Payments for interest and income taxes during the period were (dollars in
thousands):
--------------------------------------------------------------------------------
2001 2000
--------------------------------------------------------------------------------
.
Interest $ 1,053 $ 1,340
Income taxes 0 1,186
================================================================================
9. Foreign Exchange Forward Contracts
The company generally enters into foreign exchange forward and option
contracts as a hedge against its exposure to currency fluctuations on firm
commitments to purchase certain machinery and equipment and raw materials. The
company had approximately $1,978,000 of outstanding foreign exchange forward
contracts as of July 30, 2000.
10. Net Income (Loss) Per Share
The following table reconciles the numerators and denominators of net
income (loss) per share and net income (loss) per share, assuming dilution for
the three months ended July 30, 2000 and August 1, 1999:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
----------------------------------------------------------------------
July 30, 2000 August 1, 1999
--------------------------------- ----------------------------------
(Amounts in thousands, (Loss) Shares Per Share Income Shares Per Share
except per share data) (Numerator) (Denominator) Amount (Numerator) (Denominator) Amount
----------- ----------- ---------- ----------- ------------ --------
<S> <C> <C> <C> <C> <C> <C>
Net income (loss) per
share ($1,756) 11,209 ($0.16) $1,597 12,063 $0.13
========== ========
Effect of dilutive
securities:
Options - 83 - 156
----------- ----------- ----------- -----------
Net income(loss) per
share,assuming
dilution ($1,756) 11,292 ($0.16) $1,597 12,219 $0.13
=========== =========== ========== =========== =========== ========
</TABLE>
11. Segment Information
The company's operations are classified into two business segments:
upholstery fabrics and mattress ticking. The upholstery fabrics segment
principally manufactures and sells woven jacquards and dobbies, wet and
heat-transfer prints, and woven and tufted velvets primarily to residential and
commercial (contract) furniture manufacturers. The mattress ticking segment
principally manufactures and sells woven jacquards, heat-transfer prints and
pigment prints to bedding manufacturers.
The company internally manages and reports selling, general and
administrative expenses, interest expense, interest income, other expense and
income taxes on a total company basis. Thus, profit by business segment
represents gross profit. In addition, the company internally manages and reports
cash and cash investments, accounts receivable, other current assets, restricted
investments, property, plant and equipment, goodwill and other assets on a total
company basis. Thus, identifiable assets by business segment represent
inventories.
Sales, gross profit and inventories for the company's operating segments
are as follows:
(dollars in thousands):
--------------------------------------------------------------------------------
2001 2000
--------------------------------------------------------------------------------
Net sales
Upholstery Fabrics $ 74,926 $ 90,854
Mattress Ticking 26,952 25,083
--------------------------------------------------------------------------------
$ 101,878 $ 115,937
================================================================================
Gross Profit
Upholstery Fabrics $ 7,913 $ 14,442
Mattress Ticking 6,261 5,970
--------------------------------------------------------------------------------
$ 14,174 $ 20,412
================================================================================
Inventories
Upholstery Fabrics $ 61,213 $ 63,304
Mattress Ticking 13,387 12,033
--------------------------------------------------------------------------------
$ 74,600 $ 75,337
================================================================================
<PAGE>
CULP, INC.
SALES BY SEGMENT/DIVISION
FOR THE THREE MONTHS ENDED JULY 30, 2000 AND AUGUST 1, 1999
(Amounts in thousands)
<TABLE>
<CAPTION>
THREE MONTHS ENDED (UNAUDITED)
--------------------------------------------------------------------------
Amounts Percent of Total Sales
-------------------------- ----------------------------
July 30, August 1, % Over
Segment/Division 2000 1999 (Under) 2001 2000
------------------------------------ ------------ ------------ --------------- ------------- ------------
<S> <C> <C> <C> <C> <C>
Upholstery Fabrics
Culp Decorative Fabrics $ 41,533 50,516 (17.8) % 40.8 % 43.6 %
Culp Velvets/Prints 30,074 36,209 (16.9) % 29.5 % 31.2 %
Culp Yarn 3,319 4,129 (19.6) % 3.3 % 3.6 %
------------ ------------ --------------- ------------- ------------
74,926 90,854 (17.5) % 73.5 % 78.4 %
Mattress Ticking
Culp Home Fashions 26,952 25,083 7.5 % 26.5 % 21.6 %
------------ ------------ --------------- ------------- ------------
* $ 101,878 115,937 (12.1) % 100.0 % 100.0 %
============ ============ =============== ============= ============
</TABLE>
* U.S. sales were $82,290 and $92,124 for the first quarter of fiscal 2001 and
fiscal 2000, respectively. The percentage decrease in U.S. sales was 10.7% for
the first quarter.
<PAGE>
CULP, INC.
INTERNATIONAL SALES BY GEOGRAPHIC AREA
FOR THE THREE MONTHS ENDED JULY 30, 2000 AND AUGUST 1, 1999
(Amounts in thousands)
<TABLE>
<CAPTION>
THREE MONTHS ENDED (UNAUDITED)
--------------------------------------------------------------------------------
Amounts Percent of Total Sales
------------------------------- ------------------------------
July 30, August 1, % Over
Geographic Area 2000 1999 (Under) 2001 2000
---------------------------------- --------------- -------------- -------------- ------------- ------------
<S> <C> <C> <C> <C> <C>
North America (Excluding USA) $ 8,395 7,676 9.4 % 42.9 % 32.2 %
Europe 1,452 2,929 (50.4) % 7.4 % 12.3 %
Middle East 5,043 6,992 (27.9) % 25.7 % 29.4 %
Far East & Asia 3,236 4,309 (24.9) % 16.5 % 18.1 %
South America 306 620 (50.6) % 1.6 % 2.6 %
All other areas 1,156 1,287 (10.2) % 5.9 % 5.4 %
--------------- -------------- -------------- ------------- ------------
$ 19,588 23,813 (17.7) % 100.0 % 100.0 %
=============== ============== ============== ============= ============
</TABLE>
International sales, and the percentage of total sales, for each of the last
five fiscal years follows: fiscal 1996-$77,397 (22%); fiscal 1997-$101,571
(25%); fiscal 1998-$137,223 (29%); fiscal 1999-$113,354 (23%); and fiscal
2000-$111,104 (23%). International sales for the first quarter represented 19.2%
and 20.5% for 2001 and 2000, respectively.
<PAGE>
Item 2.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
The following analysis of the financial condition and results of operations
should be read in conjunction with the Financial Statements and Notes and other
exhibits included elsewhere in this report.
Overview
Culp is one of the largest integrated marketers in the world for upholstery
fabrics for furniture and is one of the leading global producers of mattress
fabrics (or ticking). The company's fabrics are used primarily in the production
of residential and commercial upholstered furniture and bedding products,
including sofas, recliners, chairs, love seats, sectionals, sofa-beds, office
seating and mattress sets. Although Culp markets fabrics at most price levels,
the company emphasizes fabrics that have broad appeal in the promotional and
popular-priced categories of furniture and bedding.
Culp's worldwide leadership as a marketer of upholstery fabrics and
mattress ticking has been achieved through internal expansion and the
integration of strategic acquisitions.
The company's operating segments are upholstery fabrics and mattress
ticking, with related divisions organized within those segments. In upholstery
fabrics, Culp Decorative Fabrics markets jacquard and dobby woven fabrics for
residential and commercial furniture. Culp Velvets/Prints markets a broad range
of printed and velvet fabrics used primarily for residential and juvenile
furniture. Culp Yarn manufactures specialty filling yarn that is used by Culp
and also marketed to outside customers. In mattress ticking, Culp Home Fashions
markets a broad array of fabrics used by bedding manufacturers.
Three Months ended July 30, 2000 compared with Three Months ended August 1, 1999
Net Sales. Net sales for the first quarter of fiscal 2001 decreased by
12.1% to $101.9 million. Sales of upholstery fabrics decreased 17.5% to $74.9
million, and sales of mattress ticking increased 7.5% to $27.0 million.
International sales were down 17.7% for the quarter. The first fiscal quarter is
historically not the strongest period of the year for Culp due to planned
vacations and seasonal industry-wide plant closings. The company had anticipated
that the first quarter would be a difficult year-to-year comparison, but sales
proved to be considerably less than expected. Key factors which influenced the
company's shipments were a slowdown in consumer spending on home furnishings,
especially in the promotional price category, and the relative strength of the
dollar which is affecting Culp's sales to customers outside the United States.
The decline in sales of upholstery fabrics was offset in part by increased sales
by Culp Home Fashions (primarily mattress ticking). Culp's growth in mattress
ticking continues to be 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.
Based on current trends, the company expects to report a profit for the second
fiscal quarter, but believes that earnings will be down from the year-earlier
level. The trend in results over the remainder of this year will be determined
by a number of factors including the overall trend in consumer spending on home
furnishings and the fluctuation of the dollar relative to other currencies.
Gross Profit and Cost of Sales. Gross profit declined 30.6% for the first
quarter versus a year ago and decreased as a percentage of net sales from 17.6%
to 13.9%. The decline was due principally to lower sales volume for the period
which led to underabsorption of fixed costs in the company's upholstery fabrics
operation. The company also experienced some higher costs related to the
consolidation of the Phillips weaving plant in Monroe, NC into the Pageland, SC
facility. This move has been completed, and the company expects to benefit in
subsequent periods from reduced operating expenses.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses for the first quarter increased as a percentage of sales
from 13.0% to 13.5%. The dollar amount of these expenses declined 8.4% from a
year ago, aided by the fact that a portion of these expenses is variable based
on the level of sales.
Interest Expense. Interest expense of $2.3 million for the first quarter was
down slightly from $2.4 million in the prior year due to slightly lower average
borrowings.
Other Expense. Other expense for the first quarter totaled $741,000 compared
with $555,000 in the prior year. The increase is principally due to lower
investment income on assets related to the nonqualified deferred compensation
plan.
Income Taxes. The effective tax rate for the first quarter was 34.0%, unchanged
from the prior year.
Net Income (Loss) Per Share. Net loss per share for the first quarter of fiscal
2001 totaled ($0.16) per share diluted (based on 11,292,000 average shares
outstanding during the period) compared with net income of $0.13 per share
diluted (based on 12,219,000 average shares outstanding during the period) a
year ago.
Liquidity and Capital Resources
Liquidity. Cash and cash investments were $1.7 million as of July 30, 2000,
compared with $1.1 million at August 1, 1999, and $1.0 million at the end of
fiscal 2000. Funded debt (long-term debt, including current maturities, less
restricted investments) was $136.8 million at July 30, 2000, compared with
$136.2 million at August 1, 1999 and $137.5 million at April 30, 2000. As a
percentage of total capital (funded debt plus total stockholders' equity), the
company's borrowings amounted to 52.0% at July 30, 2000, compared with 51.5% at
August 1, 1999, and 51.7% at April 30, 2000. The company's working capital as of
July 30, 2000 was $100.3 million, compared with $100.4 million as of August 1,
1999, and $100.0 million at the close of fiscal 2000.
The company's cash flow from operations was $9.6 million for the first three
months of fiscal 2001, consisting of $3.7 million from earnings (net loss plus
depreciation and amortization) plus $5.9 million from the decrease in working
capital. The decrease in working capital was primarily due to a $16.4 million
decrease in accounts receivable offset by a $6.9 million decrease in accounts
payable, a $2.3 million decrease in accrued expenses and a $1.2 million increase
in other current assets.
In separate authorizations in June 1998, March 1999, September 1999 and December
1999, the board of directors of the company authorized the use of a total of
$20.0 million to repurchase the company's common stock. Over the past two fiscal
years, the company has invested $12.2 million to repurchase a total of 1.8
million shares. No purchases were made during the first quarter of fiscal 2001
under these authorizations.
Financing Arrangements. Culp has outstanding $75 million of senior unsecured
notes with a fixed coupon rate of 6.76% and an average remaining term of eight
years.
Culp has an $88 million syndicated, unsecured, multi-currency revolving credit
facility. The facility, which expires in April 2002, requires quarterly payments
of interest on all outstanding borrowings and a quarterly facility fee paid in
advance. In July 2000, the company amended the credit facility to amend certain
covenants. The amendment also increased the interest rate from LIBOR plus 0.80%
to 0.90% to LIBOR plus 1.10% to 1.60%. The specified pricing matrix will be in
effect for the remainder of fiscal 2001 and is based on the company's debt to
EBITDA ratio, as defined by the facility. As of July 30, 2000, the company had
outstanding balances of $25 million under the credit facility.
The company also has a total of $32.5 million in currently outstanding
industrial revenue bonds ("IRBs") which have been used to finance capital
expenditures. The IRBs are collateralized by letters of credit for the
outstanding balance of the IRBs and certain interest payments due thereunder.
The company's loan agreements require, among other things, that the company
maintain compliance with certain financial ratios. As of July 30, 2000, the
company was in compliance with these financial covenants.
As of July 30, 2000, the company had two interest rate swap agreements to reduce
its exposure to floating interest rates on a $10 million notional amount. The
effect of these contracts is to "fix" the interest rate payable on $10 million
of the company's variable rate borrowings at a weighted average rate of 6.8%.
The company also enters into foreign exchange forward and option contracts to
hedge against currency fluctuations with respect to firm commitments to purchase
certain machinery, equipment and raw materials. The company had approximately
$2.0 million of outstanding foreign exchange forward contracts as of July 30,
2000.
Capital Expenditures. The company maintains an ongoing program of capital
expenditures designed to increase capacity as needed, enhance manufacturing
efficiencies through modernization and increase the company's vertical
integration. Capital expenditures for the first quarter of fiscal 2001 totaled
$2.3 million compared with $2.4 million in the year-earlier period. The company
plans for total capital spending for fiscal 2001 to be approximately $16
million.
The company believes that cash flows from operations and funds available under
existing credit facilities will be sufficient to fund capital expenditures and
working capital requirements for the foreseeable future.
Inflation
The cost of the company's raw materials is remaining generally stable although,
the company is experiencing some price increases in petroleum related raw
materials. Factors that reasonably can be expected to influence margins in the
future include changes in raw material prices, trends in other operating costs
and overall competitive conditions.
<PAGE>
Seasonality
The company's business is slightly seasonal, with relatively stronger sales
during the second and fourth fiscal quarters. This seasonality results from
one-week closings of the company's manufacturing facilities, and the facilities
of most of its customers in the United States, during the first and third
quarters for the holiday weeks including July 4th and Christmas.
Forward-Looking Information
The company's quarterly report on Form 10-Q contains statements that may be
deemed "forward-looking statements" within the meaning of the federal securities
laws, including the Private Securities Litigation Reform Act of 1995. 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 from 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.
New Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative
Instruments and Hedging Activities." As amended, this new standard is effective
for fiscal years beginning after June 15, 2000, which will be effective for the
company's fiscal year 2002. This statement establishes accounting and reporting
standards for derivative instruments, including certain derivative instruments
embedded in other contracts, and for hedging activities. The company has not
determined the financial impact of adopting this SFAS and has not determined if
it will adopt its provisions prior to its effective date.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The company is exposed to market risk from changes in interest rates on debt and
foreign currency exchange rates. The company's market risk sensitive instruments
are not entered into for trading purposes. The company has not experienced any
significant changes in market risk since July 30, 2000.
The company's exposure to interest rate risk consists of floating rate debt
based on the London Interbank Offered Rate plus an adjustable margin under the
company's revolving credit agreement and variable rate debt in connection with
the industrial revenue bonds. To lower or limit overall borrowing costs, the
company enters into interest rate swap agreements to modify the interest
characteristics of portions of its outstanding debt. The agreements entitle the
company to receive or pay to the counterparty (a major bank), on a quarterly
basis, the amounts, if any, by which the company's interest payments covered by
swap agreements differ from those of the counterparty. These amounts are
recorded as adjustments to interest expense. The fair value of the swap
agreements and changes in fair value resulting from changes in market interest
rates are not recognized in the consolidated financial statements. The annual
impact on the company's results of operations of a 100 basis point interest rate
change on the July 30, 2000 outstanding balance of the variable rate debt would
be approximately $560,000 irrespective of any swaps associated with this debt.
The company's exposure to fluctuations in foreign currency exchange rates is due
primarily to a foreign subsidiary domiciled in Canada and purchases of certain
machinery, equipment and raw materials in foreign currencies. The company's
Canadian subsidiary uses the United States dollar as its functional currency.
The company generally does not use financial derivative instruments to hedge
foreign currency exchange rate risks associated with the Canadian subsidiary.
However, the company generally enters into foreign exchange forward and option
contracts as a hedge against its exposure to currency fluctuations on firm
commitments to purchase certain machinery, equipment and raw materials. The
Canadian subsidiary is not material to the company's consolidated results of
operations; therefore, the impact of a 10% change in the exchange rate at July
30, 2000 would not have a significant impact on the company's results of
operations or financial position. In addition, the company had approximately
$2.0 million of outstanding foreign exchange forward contracts as of July 30,
2000. As a result, any change in exchange rates would not have a significant
impact on the company's results of operations or financial position as the
foreign exchange forward contracts have "fixed" the exchange rate with respect
to these purchase commitments.
<PAGE>
Part II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
The following exhibits are filed as part of this report or incorporated
by reference. Management contracts, compensatory plans, and arrangements are
marked with an asterisk (*).
3(i) Articles of Incorporation of the Company, as amended,
were filed as Exhibit 3(i) to the Company's Form 10-Q for
the quarter ended January 29, 1995, filed March 15, 1995,
and are incorporated herein by reference.
3(ii) Restated and Amended Bylaws of the Company, as amended,
were filed as Exhibit 3(b) to the Company's Form 10-K for
the year ended April 28, 1991, filed July 25, 1991, and are
incorporated herein by reference.
3(iii) Articles of Amendment of Culp, Inc. dated October 5, 1999
for the purpose of amending its Restated Charter to fix the
designation, preferences, limitations and relative rights
of a series of its Preferred Stock. The Articles of
Amendment of Culp, Inc. were filed as Exhibit 3(iii) to the
Company's Form 10-Q for the quarter ended October 31, 1999,
filed December 15, 1999, and are incorporated herein by
reference.
10(a) Loan Agreement dated December 1, 1988 with Chesterfield
County, South Carolina relating to Series 1988 Industrial
Revenue Bonds in the principal amount of $3,377,000 was
filed as Exhibit 10(n) to the Company's Form 10-K for the
year ended April 29, 1989, and is incorporated herein by
reference.
10(b) Loan Agreement dated November 1, 1988 with the Alamance
County Industrial Facilities and Pollution Control
Financing Authority relating to Series A and B Industrial
Revenue Refunding Bonds in the principal amount of
$7,900,000, was filed as exhibit 10(o) to the Company's
Form 10-K for the year ended April 29, 1990, and is
incorporated herein by reference.
10(c) Loan Agreement dated January 5, 1990 with the Guilford
County Industrial Facilities and Pollution Control
Financing Authority, North Carolina, relating to Series
1989 Industrial Revenue Bonds in the principal amount of
$4,500,000, was filed as Exhibit 10(d) to the Company's
Form 10-K for the year ended April 29, 1990, filed on July
25, 1990, and is incorporated herein by reference.
10(d) Loan Agreement dated as of December 1, 1993 between
Anderson County, South Carolina and the Company relating to
$6,580,000 Anderson County, South Carolina Industrial
Revenue Bonds (Culp, Inc. Project) Series 1993, was filed
as Exhibit 10(o) to the Company's Form 10-Q for the quarter
ended January 30, 1994, filed March 16, 1994, and is
incorporated herein by reference.
10(e) Form of Severance Protection Agreement, dated September 21,
1989, was filed as Exhibit 10(f) to the Company's Form 10-K
for the year ended April 29, 1990, filed on July 25, 1990,
and is incorporated herein by reference. (*)
10(f) Lease Agreement, dated January 19, 1990, with Phillips
Interests, Inc. was filed as Exhibit 10(g) to the Company's
Form 10-K for the year ended April 29, 1990, filed on July
25, 1990, and is incorporated herein by reference.
10(g) Management Incentive Plan of the Company, dated August 1986
and amended July 1989, filed as Exhibit 10(o) to the
Company's Form 10-K for the year ended May 3, 1992, filed
on August 4, 1992, and is incorporated herein by
reference. (*)
10(h) Lease Agreement, dated September 6, 1988, with Partnership
74 was filed as Exhibit 10(h) to the Company's Form 10-K
for the year ended April 28, 1991, filed on July 25, 1990,
and is incorporated herein by reference.
10(i) Amendment and Restatement of the Employee's Retirement
Builder Plan of the Company dated May 1, 1981 with
amendments dated January 1, 1990 and January 8, 1990 were
filed as Exhibit 10(p) to the Company's Form 10-K for the
year ended May 3, 1992, filed on August 4, 1992, and is
incorporated herein by reference. (*)
10(j) First Amendment of Lease Agreement dated July 27, 1992 with
Partnership 74 Associates was filed as Exhibit 10(n) to the
Company's Form 10-K for the year ended May 2, 1993, filed
on July 29, 1993, and is incorporated herein by reference.
10(k) Second Amendment of Lease Agreement dated April 16, 1993,
with Partnership 52 Associates was filed as Exhibit 10(l)
to the Company's Form 10-K for the year ended May 2, 1993,
filed on July 29, 1993, and is incorporated herein by
reference.
10(l) 1993 Stock Option Plan was filed as Exhibit 10(o) to the
Company's Form 10-K for the year ended May 2, 1993, filed
on July 29, 1993, and is incorporated herein by reference.
(*)
10(m) First Amendment to Loan Agreement dated as of December 1,
1993 by and between The Guilford County Industrial
Facilities and Pollution Control Financing Authority and
the Company was filed as Exhibit 10(p) to the Company's
Form 10-Q, filed on March 15, 1994, and is incorporated
herein by reference.
10(n) First Amendment to Loan Agreement dated as of December 16,
1993 by and between The Alamance County Industrial
Facilities and Pollution Control Financing Authority and
the Company was filed as Exhibit 10(q) to the Company's
Form 10-Q, filed on March 15, 1994, and is incorporated
herein by reference.
10(o) First Amendment to Loan Agreement dated as of December 16,
1993 by and between Chesterfield County, South Carolina and
the Company was filed as Exhibit 10(r) to the Company's
Form 10-Q, filed on March 15, 1994, and is incorporated
herein by reference.
10(p) Amendment to Lease dated as of November 4, 1994, by and
between the Company and RDC, Inc. was filed as Exhibit
10(w) to the Company's Form 10-Q, for the quarter ended
January 29, 1995, filed on March 15, 1995, and is
incorporated herein by reference.
10(q) Amendment to Lease Agreement dated as of December 14, 1994,
by and between the Company and Rossville Investments, Inc.
(formerly known as A & E Leasing, Inc.), was filed as
Exhibit 10(y) to the Company's Form 10-Q, for the quarter
ended January 29, 1995, filed on March 15, 1995, and is
incorporated herein by reference.
10(r) Interest Rate Swap Agreement between Company and First
Union National Bank of North Carolina dated April 17, 1995,
was filed as Exhibit 10(aa) to the Company's Form 10-K for
the year ended April 30, 1995, filed on July 26, 1995, and
is incorporated herein by reference.
10(s) Performance-Based Stock Option Plan, dated June 21, 1994,
was filed as Exhibit 10(bb) to the Company's Form 10-K for
the year ended April 30, 1995, filed on July 26, 1995, and
is incorporated herein by reference. (*)
10(t) Interest Rate Swap Agreement between Company and First
Union National Bank of North Carolina, dated May 31, 1995
was filed as exhibit 10(w) to the Company's Form 10-Q for
the quarter ended July 30, 1995, filed on September 12,
1995, and is incorporated herein by reference.
10(u) Interest Rate Swap Agreement between Company and First
Union National Bank of North Carolina, dated July 7, 1995
was filed as exhibit 10(x) to the Company's Form 10-Q for
the quarter ended July 30, 1995, filed on September 12,
1995, and is incorporated herein by reference.
10(v) Second Amendment of Lease Agreement dated June 15, 1994
with Partnership 74 Associates was filed as Exhibit 10(v)
to the Company's Form 10-Q for the quarter ended October
29, 1995, filed on December 12, 1995, and is incorporated
herein by reference.
10(w) Lease Agreement dated November 1, 1993 by and between the
Company and Chromatex, Inc. was filed as Exhibit 10(w) to
the Company's Form 10-Q for the quarter ended October 29,
1995, filed on December 12, 1995, and is incorporated
herein by reference.
10(x) Lease Agreement dated November 1, 1993 by and between the
Company and Chromatex Properties, Inc. was filed as Exhibit
10(x) to the Company's Form 10-Q for the quarter ended
October 29, 1995, filed on December 12, 1995, and is
incorporated herein by reference.
10(y) Amendment to Lease Agreement dated May 1, 1994 by and
between the Company and Chromatex Properties, Inc. was
filed as Exhibit 10(y) to the Company's Form 10-Q for the
quarter ended October 29, 1995, filed on December 12, 1995,
and is incorporated herein by reference.
10(z) Canada-Quebec Subsidiary Agreement on Industrial
Development (1991), dated January 4, 1995, was filed as
Exhibit 10(z) to the Company's Form 10-Q for the quarter
ended October 29, 1995, filed on December 12, 1995, and is
incorporated herein by reference.
10(aa) Loan Agreement between Chesterfield County, South Carolina
and the Company dated as of April 1, 1996 relating to Tax
Exempt Adjustable Mode Industrial Development Bonds (Culp,
Inc. Project) Series 1996 in the aggregate principal
amount of $6,000,000 was filed as Exhibit 10(aa) to the
Company's Form 10-K for the year ended April 28, 1996, and
is incorporated herein by reference.
10(bb) Loan Agreement between the Alamance County Industrial
Facilities and Pollution Control Financing Authority, North
Carolina and the Company, dated December 1, 1996, relating
to Tax Exempt Adjustable Mode Industrial Development
Revenue Bonds, (Culp, Inc. Project Series 1996) in the
aggregate amount of $6,000,000 was filed as Exhibit 10(cc)
to the Company's Form 10-Q for the quarter ended January
26, 1997, and is incorporated herein by reference.
10(cc) Loan Agreement between Luzerne County, Pennsylvania and the
Company, dated as of December 1, 1996, relating to
Tax-Exempt Adjustable Mode Industrial Development Revenue
Bonds (Culp, Inc. Project) Series 1996 in the aggregate
principal amount of $3,500,000 was filed as Exhibit 10(dd)
to the Company's Form 10-Q for the quarter ended January
26, 1997, and is incorporated herein by reference.
10(dd) Second Amendment to Lease Agreement between Chromatex
Properties, Inc. and the Company, dated April 17, 1997 was
filed as Exhibit 10(dd) to the Company's Form 10-K for the
year ended April 27, 1997, and is incorporated herein by
reference.
10(ee) Lease Agreement between Joseph E. Proctor (doing business
as JEPCO) and the Company, dated April 21, 1997 was filed
as Exhibit 10(ee) to the Company's Form 10-K for the year
ended April 27, 1997, and is incorporated herein by
reference.
10(ff) $125,000,000 Revolving Loan Facility dated April 23, 1997
by and among the Company and Wachovia Bank of Georgia,
N.A., as agent, and First Union National Bank of North
Carolina, as documentation agent was filed as Exhibit
10(ff) to the Company's Form 10-K for the year ended April
27, 1997, and is incorporated herein by reference.
10(gg) Revolving Line of Credit for $4,000,000 dated April 23,
1997 by and between the Company and Wachovia Bank of North
Carolina, N.A. was filed as Exhibit 10(gg) to the Company's
Form 10-K for the year ended April 27, 1997, and is
incorporated herein by reference.
10(hh) Reimbursement and Security Agreement between Culp, Inc. and
Wachovia Bank of North Carolina, N.A., dated as of April
1, 1997, relating to $3,337,000 Principal Amount,
Chesterfield County, South Carolina Industrial Revenue
Bonds (Culp, Inc. Project) Series 1988 was filed as Exhibit
10(hh) to the Company's Form 10-K for the year ended April
27, 1997, and is incorporated herein by reference.
Additionally, there are Reimbursement and Security
Agreements between Culp, Inc. and Wachovia Bank of North
Carolina, N.A., dated as of April 1, 1997 in the following
amounts and with the following facilities:
$7,900,000 Principal Amount, Alamance County Industrial
Facilities and Pollution Control Financing Authority
Industrial Revenue Refunding Bonds (Culp, Inc. Project)
Series A and B.
$4,500,000 Principal Amount, Guilford County Industrial
Facilities and Pollution Control Financing Authority
Industrial Development Revenue Bonds (Culp, Inc. Project)
Series 1989.
$6,580,000 Principal Amount, Anderson County South Carolina
Industrial Revenue Bonds (Culp, Inc. Project) Series 1993.
$6,000,000 Principal Amount, Chesterfield County, South
Carolina Tax-Exempt Adjustable Mode Industrial Development
Revenue Bonds (Culp, Inc. Project) Series 1996.
$6,000,000 Principal Amount, The Alamance County Industrial
Facilities and Pollution Control Financing Authority
Tax-exempt Adjustable Mode Industrial Development Revenue
Bonds (Culp, Inc. Project) Series 1996.
$3,500,000 Principal Amount, Luzerne County Industrial
Development Authority Tax-Exempt Adjustable Mode Industrial
Development Revenue Bonds (Culp, Inc. Project) Series 1996.
10(ii) Loan Agreement and Reimbursement and Security Agreement
dated July 1, 1997 with the Robeson County Industrial
Facilities and Pollution Control Financing Authority relating
to the issuance of Tax-Exempt Adjustable Mode Industrial
Development Revenue Bonds (Culp, Inc. Project), Series 1997
in the aggregate principal amount of $8,500,000 was filed
as Exhibit 10(ii) to the Company's Form 10-Q for the
quarter ended August 3, 1997, and is incorporated herein by
reference.
10(jj) Asset Purchase Agreement dated as of August 4, 1997 by and
between Culp, Inc., Phillips Weaving Mills, Inc., Phillips
Printing Mills, Inc., Phillips Velvet Mills, Inc., Phillips
Mills, Inc., Phillips Property Company, LLC, Phillips
Industries, Inc. and S. Davis Phillips was filed as Exhibit
(10jj) to the Company's Form 10-Q for the quarter ended
November 2, 1997, and is incorporated herein by reference.
10(kk) Asset Purchase Agreement dated as of October 14, 1997 among
Culp, Inc., Artee Industries, Incorporated, Robert T.
Davis, Robert L. Davis, Trustee u/a dated 8/25/94, Robert
L. Davis, Louis W. Davis, Kelly D. England, J. Marshall
Bradley, Frankie S. Bradley and Mickey R. Bradley was filed
as Exhibit 10(kk) to the Company's Form 10-Q for the
quarter ended November 2, 1997, and is incorporated herein
by reference.
10(ll) Form of Note Purchase Agreement (providing for the issuance
by Culp, Inc. of its $20 million 6.76% Series A Senior
Notes due 3/15/08 and its $55 million 6.76% Series B Senior
Notes due 3/15/10), each dated March 4, 1998, between Culp,
Inc. and each of the following:
1. Connecticut General Life Insurance Company;
2. The Mutual Life Insurance Company of New York;
3. United of Omaha Life Insurance Company;
4. Mutual of Omaha Insurance Company;
5. The Prudential Insurance Company of America;
6. Allstate Life Insurance Company;
7. Life Insurance Company of North America; and
8. CIGNA Property and Casualty Insurance Company
This agreement was filed as Exhibit 10(ll) to the Company's
Form 10-K for the year ended May 3, 1998, and is
incorporated herein by reference.
10(mm) First Amendment to Credit Agreement dated July 22, 1998
among Culp, Inc., Wachovia Bank, N.A., as agent, First
Union National Bank, as documentation agent, and Wachovia
Bank, N.A., First Union National Bank, SunTrust Bank,
Atlanta, and Cooperatieve Centrale
Raiffeisen-Boerenleeenbank B.A., Rabobank Nederland, New
York Branch, as lenders. This amendment was filed as
Exhibit 10(mm) to the Company's Form 10-Q for the quarter
ended August 2, 1998, and is incorporated herein by
reference.
10(nn) Second Amendment to Credit Agreement dated October 26,
1998, among Culp, Inc., Wachovia Bank, N.A., as agent,
First Union National Bank, as documentation agent, and
Wachovia Bank, N.A., First Union National Bank, and
SunTrust Bank, Atlanta, as lenders. This amendment was
filed as Exhibit 10(nn) to the Company's Form 10-Q for the
quarter ended November 1, 1998, and is incorporated herein
by reference.
10(oo) Rights Agreement, dated as of October 8, 1999, between
Culp, Inc. and EquiServe Trust Company, N.A., as Rights
Agent, including the form of Articles of Amendment with
respect to the Series A Participating Preferred Stock
included as Exhibit A to the Rights Agreement, the forms of
Rights Certificate included as Exhibit B to the Rights
Agreement, and the form of Summary of Rights included as
Exhibit C to the Rights Agreement. The Rights Agreement
was filed as Exhibit 99.1 to the Company's Form 8-K dated
October 12, 1999, and is incorporated herein by reference.
10(pp) Third Amendment to Credit Agreement dated April 28, 2000,
among Culp, Inc., Wachovia Bank, N.A., as agent, First
Union National Bank, as documentation agent, and Wachovia
Bank, N.A., First Union National Bank, and Suntrust Bank,
as lenders. This amendment was filed as Exhibit 10(pp) to
the Company's Form 10-K for the year ended April 30, 2000,
and is incorporated herein by reference.
<PAGE>
10(qq) Fourth Amendment to Credit Agreement dated July 30, 2000,
among Culp, Inc., Wachovia Bank, N.A., as agent, First
Union National Bank, as documentation agent, and Wachovia
Bank, N.A., First Union National Bank, and Suntrust Bank,
as lenders.
27 Financial Data Schedule
(b) Reports on Form 8-K:
The following reports on Form 8-K were filed during the period covered by
this report:
(1) Form 8-K dated May 31, 2000, included under Item 5, Other
Events, the Company's press release for quarterly earnings and the
Financial Information Release relating to certain financial
information for the quarter and year ended April 30, 2000.
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 thereunto duly authorized.
CULP, INC.
(Registrant)
Date: September 13, 2000 By: s/s Phillip W. Wilson
Phillip W. Wilson
Vice President and Chief Financial
and Accounting Officer
(Authorized to sign on behalf
of the registrant and also sign-
ing as principal financial officer)
