-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VI3COXH0sB82dtaWx7CnJ1kvGi9cwtVBpXDP7Dkq6KhfNB3Ruqa51wmdxdpMBYGL 4guuSFfJQFcJtOhDUCm9dQ== 0000723603-97-000009.txt : 19970701 0000723603-97-000009.hdr.sgml : 19970701 ACCESSION NUMBER: 0000723603-97-000009 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970630 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CULP INC CENTRAL INDEX KEY: 0000723603 STANDARD INDUSTRIAL CLASSIFICATION: BROADWOVEN FABRIC MILLS, COTTON [2211] IRS NUMBER: 561001967 STATE OF INCORPORATION: NC FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12597 FILM NUMBER: 97633033 BUSINESS ADDRESS: STREET 1: 101 S MAIN ST STREET 2: 101 S MAIN ST CITY: HIGH POINT STATE: NC ZIP: 27261-2686 BUSINESS PHONE: 9108895161 MAIL ADDRESS: STREET 1: P O BOX 2686 STREET 2: 101 S MAIN ST CITY: HIGH POINT STATE: NC ZIP: 27261 11-K 1 CULP, INC. FORM 11K SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ANNUAL REPORT Pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the period from January 1, 1996 to December 31, 1996 COMMISSION FILE NO. 0-12781 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: - -------------------------------------------------------------------------------- CULP, INC. EMPLOYEES' RETIREMENT BUILDER PLAN - -------------------------------------------------------------------------------- B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: CULP, INC. 101 SOUTH MAIN STREET P.O. BOX 2686 HIGH POINT, NORTH CAROLINA 27261-2686 There were no material changes in the Plan or the Investment Policy of the Plan. Culp, Inc. has made no profit sharing contributions during the past five years. The approximate number of employees participating in the Plan at December 31, 1996 was 1,886. The Retirement Committee administers the Plan, and its members are Franklin N. Saxon, Kenneth M. Ludwig and Robert G. Culp, III, all employees of Culp, Inc. Financial Statements and Exhibits. (a) Financial Statements. A list of all financial statements filed as part of this report, beginning on page 1, is set forth below: Financial Statement Page of Report Report of Independent Accountants 1 Statements of Net Assets Available 2 for Plan Benefits Statements of Changes in Net Assets 3 Available for Plan Benefits Notes to Financial Statements 4 (b) Exhibits. No exhibits are filed with this annual report. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the plan administrator has duly caused this annual report to be signed by the undersigned thereunto duly authorized. CULP, INC. EMPLOYEES' RETIREMENT BUILDER PLAN By: Culp, Inc. Plan Administrator By: The Culp, Inc. Retirement Committee Date: June 30, 1997 Robert G. Culp, III Franklin N. Saxon Kenneth M. Ludwig =============================================================================== Culp, Inc. Employees' Retirement Builder Plan =============================================================================== TABLE OF CONTENTS Page No. Independent Auditors' Report....................................... 1 Financial Statements Statements of Net Assets Available for Plan Benefits............ 2 Statements of Changes in Net Assets Available for Plan Benefits. 3 Notes to Financial Statements................................... 4 - -------------------------------------------------------------- Page 1 - -------------------------------------------------------------- INDEPENDENT AUDITORS' REPORT To the Retirement Committee of the Culp, Inc. Employees' Retirement Builder Plan High Point, North Carolina We have audited the accompanying statements of net assets available for plan benefits of the Culp, Inc. Employees' Retirement Builder Plan as of December 31, 1996 and 1995 and the related statements of changes in net assets available for plan benefits for each of the years in the three year period ended December 31, 1996. These financial statements are the responsibility of the Plan Administrator. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Culp, Inc. Employees' Retirement Builder Plan as of December 31, 1996 and 1995 and the changes in net assets available for plan benefits for each of the years in the three year period ended December 31, 1996 in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules presented on pages 12 through 15 are presented for the purpose of additional analysis and are not a required part of the basic financial statements. The supplemental schedules on pages 12 and 13 are supplemental information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental information for the years ended December 31, 1996, 1995 and 1994 has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated, in all material respects, in relation to the basic financial statements taken as a whole. The supplemental information for the years ended December 31, 1993 and 1992 was audited by us and our report dated March 11, 1994 expressed an unqualified opinion on such information in relation to the basic financial statements for those years taken as a whole. March 20, 1997 - -------------------------------------------------------------------------------- See accompanying notes. Page 2 - -------------------------------------------------------------------------------- CULP, INC. EMPLOYEES' RETIREMENT BUILDER PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS December 31, 1996 and 1995 ================================================================================ ASSETS 1996 1995 Investments, at fair value $ 20,555,547 $ 16,746,261 Receivables Employer contributions 73,313 67,250 Employee contributions 178,773 160,890 TOTAL ASSETS 20,807,633 16,974,401 LIABILITIES Accounts payable 1,395 1,470 NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 20,806,238 $ 16,972,931
- -------------------------------------------------------------------------------- See accompanying notes. Page 3 - -------------------------------------------------------------------------------- CULP, INC. EMPLOYEES' RETIREMENT BUILDER PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS Years Ended December 31, 1996, 1995 and 1994 ================================================================================ 1996 1995 1994 ADDITIONS TO NET ASSETS ATTRIBUTED TO Net income from investment in a common trust $ 1,390,480 $ 1,657,794 $ 353,139 Appreciation (depreciation) in fair value of Culp, Inc. Stock Fund 1,080,348 285,027 (909,365) Dividend income from Culp, Inc. Stock Fund 32,073 25,344 14,684 Interest income from Culp, Inc. Stock Fund - 194 5,629 Contributions Employer 870,394 801,452 773,080 Employees 2,110,867 1,922,941 1,851,363 TOTAL ADDITIONS 5,484,162 4,692,752 2,088,530 DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO Benefits paid to participants 1,591,272 1,459,844 1,074,390 Insurance 9,126 9,425 11,353 Trustee fees 50,457 61,696 67,014 TOTAL DEDUCTIONS 1,650,855 1,530,965 1,152,757 NET INCREASE 3,833,307 3,161,787 935,773 NET ASSETS AVAILABLE FOR PLAN BENEFITS Beginning of year 16,972,931 13,811,144 12,875,371 END OF YEAR $ 20,806,238 $ 16,972,931 $ 13,811,144
================================================================================ CULP, INC. EMPLOYEES' RETIREMENT BUILDER PLAN NOTES TO FINANCIAL STATEMENTS ================================================================================ December 31, 1996 and 1995 ================================================================================ - -------------------------------------------------------------------------------- Page 4 NOTE A - SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting The financial statements of the Plan are prepared using the accrual method of accounting. Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires the plan administrator to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results may differ from those estimates. Valuation of Investments and Income Recognition Investments in common trust funds are stated at fair value based on the values of the respective instruments held by each fund as determined by the quoted market prices on the last day of the plan year. Investments in common stocks are stated at fair value as determined by the quoted market prices on the last day of the plan year. The cost of securities sold is determined based on average cost. Purchases and sales of investments are reported on a trade date basis. Income from investments is reported as earned on the accrual basis. Dividends are recorded on the ex-dividend date. Payment of Benefits Benefits are recorded when paid. Allocated Insurance Contracts Assets related to life insurance purchased through the Plan are excluded from plan assets. NOTE B - DESCRIPTION OF PLAN The following description of the Culp, Inc. Employees' Retirement Builder Plan provides only general information. Participants should refer to the summary plan description for a more complete description of the Plan's provisions. General The Plan is a defined contribution plan covering all full-time employees of Culp, Inc. (the Company) and its subsidiaries who have one year of service and are age twenty-one or older, except for hourly employees of Rossville/Chromatex who are covered under a union benefit plan. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). - -------------------------------------------------------------------------------- Page 5 - -------------------------------------------------------------------------------- NOTE B - DESCRIPTION OF PLAN (Continued) Contributions The Plan was established in 1982 as a profit-sharing plan to which contributions determined by the Board of Directors of Culp, Inc. could be made on a discretionary basis. No profit-sharing contributions were made during 1996, 1995 or 1994. In November 1986, the Plan was amended to include provisions for 401(k) contributions and several related investment options. Participants may contribute from 2% to 15% of their annual compensation as 401(k) contributions. The Company makes a matching contribution equal to 50% of the participant's contribution up to the first 5% of annual compensation. Participants may elect to have contributions invested in 25% increments in a value fund, a guaranteed insurance contract fund, a Culp, Inc. stock fund, or a balanced fund. Contributions are subject to certain limitations. In addition to its contributions to the Plan, the Company paid administrative expenses on behalf of the Plan which totaled $8,988 for the year ended December 31, 1996, $8,872 for the year ended December-31, 1995 and $21,941 for the year ended December 31, 1994. Participant Accounts 401(k) contributions are credited on a specific identification basis. Income of the respective funds is allocated based on participants' account balances. Upon retirement, death or termination, the participant or beneficiary may elect to receive either a lump sum amount equal to the vested portion of his account, or an annuity contract of equivalent value. Upon termination, life insurance coverage purchased through the Plan may be either converted to cash or transferred to the participant. Vesting Participants are immediately vested in their profit-sharing accounts and their 401(k) contributions, including the matching contributions from the Company and actual earnings thereon. Payment of Benefits On termination of service, a participant may elect to receive either a lump-sum distribution or monthly or annual installments over a term not to exceed the lesser of fifteen years or life expectancy of the participant and the designated beneficiary. - ------------------------------------------------------------------------------- Page 7 - ------------------------------------------------------------------------------- NOTE C - INVESTMENT FUNDS The following information summarizes the financial condition of the Plan by investment option as of December 31, 1996 and 1995: December 31, 1996 Guaranteed Insurance Life Value Contract Insurance Stock Balanced Fund Fund Fund Fund Fund Total ASSETS Investments $ 3,522,812 $ 8,462,876 $ - $ 4,695,244 $ 3,874,615 $20,555,547 Receivables Employer contributions 12,076 34,475 - 13,981 12,781 73,313 Employee contributions 31,637 79,646 - 35,678 31,812 178,773 TOTAL ASSETS 3,566,525 8,576,997 - 4,744,903 3,919,208 20,807,633 LIABILITIES Accounts payable - 1,395 - - - 1,395 NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 3,566,525 $ 8,575,602 $ - $ 4,744,903 $ 3,919,208 $20,806,238 December 31, 1995 Guaranteed Insurance Life Value Contract Insurance Stock Balanced Fund Fund Fund Fund Fund Total ASSETS Investments $ 2,374,244 $ 7,988,991 $ - $ 2,975,479 $ 3,407,547 $16,746,261 Receivables Employer contributions 9,257 34,352 - 10,452 13,189 67,250 Employee contributions 23,643 79,847 - 25,135 32,265 160,890 TOTAL ASSETS 2,407,144 8,103,190 - 3,011,066 3,453,001 16,974,401 LIABILITIES Accounts payable - 1,470 - - - 1,470 NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 2,407,144 $ 8,101,720 $ - $ 3,011,066 $ 3,453,001 $16,972,931
- -------------------------------------------------------------------------------- NOTE C - INVESTMENT FUNDS (Continued) - -------------------------------------------------------------------------------- The following information summarizes the changes in net assets available for plan benefits by investment option for the years ended December 31, 1996, 1995 and 1994: Year Ended December 31, 1996 Guaranteed Insurance Life Value Contract Insurance Stock Balanced Fund Fund Fund Fund Fund Total ADDITIONS TO NET ASSETS ATTRIBUTED TO Net income from investment in a common trust $ 540,670 $ 441,212 $ - $ - $ 408,598 $ 1,390,480 Appreciation in fair value of Culp, Inc. Stock Fund - - - 1,080,348 - 1,080,348 Dividend income from Culp, Inc. Stock Fund - - - 32,073 - 32,073 Contributions Employer 150,672 391,215 - 155,581 172,926 870,394 Employees 391,122 910,076 10,604 378,196 420,869 2,110,867 TOTAL ADDITIONS 1,082,464 1,742,503 10,604 1,646,198 1,002,393 5,484,162 DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO Benefits paid to participants 72,284 1,006,442 10,604 303,316 198,626 1,591,272 Insurance 744 5,669 - 731 1,982 9,126 Trustee fees 7,892 23,003 - 9,598 9,964 50,457 TOTAL DEDUCTIONS 80,920 1,035,114 10,604 313,645 210,572 1,650,855 NET INCREASE 1,001,544 707,389 - 1,332,553 791,821 3,833,307 NET ASSETS AVAILABLE FOR PLAN BENEFITS Beginning of year 2,407,144 8,101,720 - 3,011,066 3,453,001 16,972,931 Fund transfers 157,837 (233,507) - 401,284 (325,614) - END OF YEAR $ 3,566,525 $ 8,575,602 $ - $ 4,744,903 $ 3,919,208 $20,806,238
- -------------------------------------------------------------------------------- Page 9 - -------------------------------------------------------------------------------- NOTE C - INVESTMENT FUNDS (Continued) Year Ended December 31, 1995 Guaranteed Insurance Life Value Contract Insurance Stock Balanced Fund Fund Fund Fund Fund Total ADDITIONS TO NET ASSETS ATTRIBUTED TO Net income from investment in a common trust $ 494,397 $ 447,764 $ - $ - $ 715,633 $ 1,657,794 Appreciation in fair value of Culp, Inc. Stock Fund - - - 285,027 - 285,027 Dividend income from Culp, Inc. Stock Fund - - - 25,344 - 25,344 Interest income from Culp, Inc. Stock Fund - - - 194 - 194 Contributions Employer 108,018 378,015 - 144,284 171,135 801,452 Employees 280,253 873,833 3,377 352,490 412,988 1,922,941 TOTAL ADDITIONS 882,668 1,699,612 3,377 807,339 1,299,756 4,692,752 DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO Benefits paid to participants 92,103 956,495 607 187,168 223,471 1,459,844 Insurance 406 7,121 - 2 1,896 9,425 Trustee fees 8,005 30,302 - 10,056 13,333 61,696 TOTAL DEDUCTIONS 100,514 993,918 607 197,226 238,700 1,530,965 NET INCREASE 782,154 705,694 2,770 610,113 1,061,056 3,161,787 NET ASSETS AVAILABLE FOR PLAN BENEFITS Beginning of year 1,299,497 7,289,865 - 2,463,876 2,757,906 13,811,144 Fund transfers 325,493 106,161 (2,770) (62,923) (365,961) - END OF YEAR $ 2,407,144 $ 8,101,720 $ - $ 3,011,066 $ 3,453,001 $16,972,931
- -------------------------------------------------------------------------------- NOTE C - INVESTMENT FUNDS (Continued) - -------------------------------------------------------------------------------- Year Ended December 31, 1994 Guaranteed Insurance Life Value Contract Insurance Stock Balanced Fund Fund Fund Fund Fund Total ADDITIONS TO NET ASSETS ATTRIBUTED TO Net income (loss) from investment in a common trust $ 40,233 $ 373,359 $ - $ - $ (60,453) $ 353,139 Depreciation in fair value of Culp, Inc. Stock Fund - - - (909,365) - (909,365) Dividend income from Culp, Inc. Stock Fund - - - 14,684 - 14,684 Interest income from Culp, Inc. Stock Fund - - - 5,629 - 5,629 Contributions Employer 40,402 406,128 - 145,741 180,809 773,080 Employees 105,230 925,415 11,353 365,464 443,901 1,851,363 TOTAL ADDITIONS 185,865 1,704,902 11,353 (377,847) 564,257 2,088,530 DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO Benefits paid to participants 3,015 624,715 - 158,265 288,395 1,074,390 Insurance - - 11,353 - - 11,353 Trustee fees 2,937 39,774 - 9,542 14,761 67,014 TOTAL DEDUCTIONS 5,952 664,489 11,353 167,807 303,156 1,152,757 NET INCREASE (DECREASE) 179,913 1,040,413 - (545,654) 261,101 935,773 NET ASSETS AVAILABLE FOR PLAN BENEFITS Beginning of year - 7,897,402 - 2,463,339 2,514,630 12,875,371 Fund transfers 1,119,584 (1,647,950) - 546,191 (17,825) - END OF YEAR $ 1,299,497 $ 7,289,865 $ - $ 2,463,876 $ 2,757,906 $13,811,144
- -------------------------------------------------------------------------------- Page 11 - -------------------------------------------------------------------------------- NOTE D - INVESTMENTS The following table presents the quoted market value of investments at December 31, 1996 and 1995. Investments that represent 5% or more of total plan assets are separately identified. 1996 1995 Investments at fair value as determined by quoted market price: Common trust funds: First Union Funds Value Portfolio Trust $ 3,522,812 $ 2,374,244 Common trust fund - Money Market Stable Investment Fund 8,462,876 7,988,991 First Union Funds Balanced Portfolio Trust 3,874,615 3,407,547 Culp, Inc. common stock 4,695,244 2,975,479 $ 20,555,547 $ 16,746,261 During 1996, the Plan's investments (including investments bought, sold, and held during the year) appreciated in value by $2,470,828 as follows: Investments at fair value as determined by quoted market price: Common trust funds $ 1,390,480 Culp, Inc. common stock 1,080,348 $ 2,470,828
NOTE E - ACCOUNTS OF TERMINATED PARTICIPANTS Included in net assets available for plan benefits at December 31, 1996 and 1995 is $238,514 and $227,480, respectively, allocated to the accounts of persons who elected to withdraw from the Plan or who were terminated but have not yet been paid. NOTE F - PLAN TERMINATION Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. - -------------------------------------------------------------------------------- NOTE G - INCOME TAX STATUS - -------------------------------------------------------------------------------- The Plan obtained its last determination letter on June 15, 1995, in which the Internal Revenue Service stated that the Plan, as then designed, constituted a qualified trust under Section 401(a) of the Internal Revenue Code and is therefore exempt from federal income taxes under provisions of Section 501. The Plan has been amended since receiving the determination letter. However, the plan administrator and the Plan's tax counsel believe that the Plan is designed and currently being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, they believe that the Plan was qualified and the related trust was tax-exempt as of the financial statement date. NOTE H - RELATED PARTY TRANSACTIONS Certain plan investments are shares of mutual funds managed by First Union National Bank. First Union National Bank is the trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest. - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------
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