UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) February 18, 2005
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Culp, Inc.
(Exact Name of Registrant as Specified in its Charter)
North Carolina 0-12781 56-1001967
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
101 South Main Street
High Point, North Carolina 27260
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(Address of Principal Executive Offices)
(Zip Code)
(336) 889-5161
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former name or address, if changed from last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
INDEX
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Page
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Item 1.01 - Entry into a Material Definitive Agreement 3
Item 2.02 - Results of Operations and Financial Condition 3
Item 9.01(c) - Exhibits 4
Signature 4
Exhibits
2
Item 1.01 - Entry into a Material Definitive Agreement
As of February 18, 2005, Culp, Inc. (the "Registrant" or the "company") entered
into a Fifth Amendment to Amended and Restated Credit Agreement, which amends
the credit agreement between the company and its bank lender, Wachovia Bank,
National Association. The principal terms of the Fifth Amendment involve
amending the Interest and Leases Coverage Ratio such that at the end of each
Fiscal Quarter beginning with the third Fiscal Quarter of Fiscal Year 2005, the
Interest and Leases Coverage Ratio shall not be less than 1.25 to 1.0. The Fifth
Amendment is attached hereto as Exhibit 99(c).
Item 2.02 - Results of Operations and Financial Condition
On February 23, 2005, the company issued a news release to announce its
financial results for the third quarter ended January 30, 2005. The news release
is attached hereto as Exhibit 99(a).
Also on February 23, 2005, the Registrant released a Financial Information
Release containing additional financial information and disclosures about the
Registrant's third quarter ended January 30, 2005. The Financial Information
Release is attached hereto as Exhibit 99(b).
The news release and Financial Information Release contain disclosures about
free cash flow, a non-GAAP performance measure, that management believes
provides useful information to investors because it measures the company's
available cash flow for potential debt repayment, stock repurchases and
additions to cash and cash equivalents. In addition, the news release and
Financial Information Release contain proforma income statement information,
which reconciles the reported and projected income statement information with
proforma results, which exclude restructuring and related charges and goodwill
impairment. The company has included this proforma information in order to show
operational performance excluding the effects of restructuring and related
charges and goodwill impairment that are not expected to occur on a regular
basis. Management believes this presentation aids in the comparison of financial
results among comparable financial periods.
Forward Looking Information. This Report and the exhibits attached hereto
contain 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 (Section 27A of the Securities Act of 1933 and
Section 27A of the Securities and Exchange Act of 1934). Such statements are
inherently subject to risks and uncertainties. Further, forward-looking
statements are intended to speak only as of the date on which they are made.
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 but not always characterized by
qualifying words such as "expect," "believe," "estimate," "plan" and "project"
and their derivatives, and include but are not limited to statements about the
company's future operations, production levels, sales, SG&A or other expenses,
margins, gross profit, operating income, earnings or other performance measures.
Factors that could influence the matters discussed in such statements include
the level of housing starts and sales of existing homes, consumer confidence,
trends in disposable income, and general economic conditions. Decreases in these
economic indicators could have a negative effect on the company's business and
prospects. Likewise, increases in interest rates, particularly home mortgage
rates, and increases in consumer debt or the general rate of inflation, could
affect the company adversely. In addition, 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. Also, economic and
political instability in international areas could affect the company's
operations or sources of goods in those areas, as well as demand for the
company's products in international markets. Finally, unanticipated delays or
costs in executing restructuring actions could cause the cumulative effect of
restructuring actions to fail to meet the objectives set forth by management.
Other factors that could affect the matters discussed in forward looking
statements are included in the company's periodic reports filed with the
Securities and Exchange Commission.
3
Item 9.01 (c) -- Exhibits
99(a) News Release dated February 23, 2005
99(b) Financial Information Release dated February 23, 2005
99(c) Fifth Amendment to Amended and Restated Credit Agreement dated
February 18, 2005
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: Franklin N. Saxon
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President and Chief Operating Officer
By: Kenneth R. Bowling
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Vice President-Finance, Treasurer
Dated: February 23, 2005
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