==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For The Quarter Ended Commission File
October 27, 2001 Number 1-5674
ANGELICA CORPORATION
(Exact name of Registrant as specified in its charter)
MISSOURI 43-0905260
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
424 South Woods Mill Road
CHESTERFIELD, MISSOURI 63017
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
(314) 854-3800
-------------------------------------------------------
Former name, former address and former fiscal year
if changed since last report
Indicate by check mark whether the registrant (1) has filed all reports
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes X No
----- -----
The number of shares outstanding of Registrant's Common Stock, par value
$1.00 per share, at December 1, 2001 was 8,607,999 shares.
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ANGELICA CORPORATION AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS AND SUPPORTING SCHEDULES
FOR OCTOBER 27, 2001 FORM 10-Q QUARTERLY REPORT
Page Number Reference
---------------------
Quarterly Report
to
Form 10-Q Shareholders
--------- ------------
PART I. FINANCIAL INFORMATION:
Consolidated Statements of Income -
Third Quarter and Three Quarters Ended
October 27, 2001 and October 28, 2000 3
Consolidated Balance Sheets -
October 27, 2001 and January 27, 2001 4
Consolidated Statements of Cash Flows -
Three Quarters Ended October 27, 2001
and October 28, 2000 5
Notes to Consolidated Financial
Statements 2
Management's Discussion and Analysis
of Operations and Financial Condition 3-4
Exhibit A - Quarterly Report to
Shareholders 5
PART II. OTHER INFORMATION 6-10
ANGELICA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTER ENDED OCTOBER 27, 2001
(1) The accompanying consolidated condensed financial statements are
unaudited, and it is suggested that these consolidated statements
be read in conjunction with the fiscal 2001 Annual Report,
including Notes to Consolidated Financial Statements. However, it
is the opinion of the Company that all adjustments, consisting
only of normal recurring adjustments, necessary for a fair
statement of the results during the interim period have been
included.
(2) See Index to Financial Statements and Supporting Schedules on
page 1. Those pages of the Angelica Corporation and Subsidiaries
Quarterly Report to Shareholders for the quarter ended October 27,
2001, listed in such index are incorporated herein by reference.
The pages of the Quarterly Report to Shareholders which are not
listed on the index and therefore not incorporated herein by
reference are furnished for the information of the Commission but
are not to be deemed "filed" as a part of this report. The
Quarterly Report to Shareholders referred to herein is located
immediately following page 4 of this report.
(3) For purposes of the Consolidated Statements of Cash Flows, the
Company considers short-term, highly liquid investments which are
readily convertible into cash, as cash equivalents.
(4) In June 2001, the Financial Accounting Standards Board issued
Statements of Financial Accounting Standards No. 141, "Business
Combinations" ("SFAS 141") and No. 142, "Goodwill and Other
Intangible Assets" ("SFAS 142"). SFAS 141 governs the initial
recognition and measurement of intangible assets acquired in
business combinations initiated after June 30, 2001. Under SFAS
142, goodwill recorded as of June 30, 2001 will no longer be
amortized effective with the date of adoption, which is January
27, 2002 for the Company. Additionally, any goodwill recognized
from a business combination completed after June 30, 2001 will not
be amortized. Instead, goodwill will be tested for impairment as
of the date of adoption and at least annually thereafter using a
fair-value based analysis. The Company has not determined the
effect on its consolidated financial statements that will result
from the adoption of SFAS 141 and SFAS 142. Goodwill amortization
expense is expected to be approximately $400,000 in fiscal 2002,
and would be a comparable amount in fiscal 2003, absent this
accounting change.
2
ANGELICA CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS
AND FINANCIAL CONDITION
QUARTER ENDED OCTOBER 27, 2001
Analysis of Operations
----------------------
Combined sales and textile service revenues for the third quarter
and first three quarters increased 0.7 percent and 2.9 percent,
respectively, over the comparable prior year periods. This represents
the fifth consecutive quarterly increase in combined sales and
revenues. As was the case in the second quarter this year, an excellent
performance was turned in by the Textile Services segment, however,
sales and earnings of the manufacturing and retail business segments
continued to be affected by the impact of the recessionary environment.
Earnings per share of $.21 in the third quarter were slightly lower
than $.23 last year, and earnings per share in the first three quarters
of this year were $.48 compared with $.62 last year, a decline of 22.6
percent.
The Textile Services segment posted revenue and earnings gains as net
new business continued to be added at record levels. Revenues of this
segment increased 6.8 percent in the third quarter despite the loss
of some revenue from hospitality customers due to the effect of the
economy on that industry, and are up 7.6 percent for the year. Earnings
increased 52.7 percent in the quarter and 26.4 percent in the first
three quarters, aided by the higher revenues, increased plant
productivity and improved linen management. Third quarter sales of the
Manufacturing and Marketing segment decreased 7.2 percent and operating
earnings fell by 74.3 percent compared to the same period a year ago.
This segment was affected to a greater extent by the aftermath of the
September terrorist attacks on sales to certain market segments, such
as lodging, food service, gaming and recreation. Gross margins and
earnings were negatively affected by the closing of another domestic
manufacturing plant as well as a shift in sales mix to more
lower-margin program business. The results benefited from a $1,072,000
reduction in operating expenses in the quarter at Angelica Image
Apparel, the domestic operations of this segment, due to the cost
reduction initiatives implemented in the second and third quarters of
this year. These cost reductions exceed $5,000,000 on an annualized
basis. For the first three quarters of the year, earnings of the
Manufacturing and Marketing segment were down 61.0 percent on a 2.6
percent decline in sales. Third quarter sales at Life Retail Stores
were down 3.8 percent as same-store sales declined 6.6 percent amid
soft demand for retail apparel. Sales from the catalogue and e-commerce
distribution channels increased substantially and reached breakeven
level for the first time in the month of October. Sales for the first
three quarters decreased 1.3 percent due to a same-store sales decline
of 3.6 percent. Operating earnings of $812,000 in the third quarter
were 34.9 percent below the same period last year. However, this
represents a turnaround from the $712,000 operating loss recorded in
the second quarter of this year and brought the segment to breakeven
for the year. Gross margins and earnings have benefited from greater
control over promotional markdowns and advertising expense.
Selling, general and administrative expenses decreased 1.2 percent in
the third quarter compared with the same period last year. As a percent
of combined sales and textile service revenues, these expenses
decreased from 25.2 percent to 24.7 percent in the quarter reflecting
3
the operating expense reductions implemented in the Manufacturing and
Marketing segment. Interest expense was lower by $268,000 in the
quarter due mainly to prepayment of debt, but was partially offset by
reduced interest income on less invested cash and lower investment
rates.
Financial Condition
-------------------
The Company continues to maintain a strong balance sheet. During the
third quarter, all of the $25,000,000 of 9.15 percent debt maturing
on December 31, 2001 was prepaid using proceeds from a $12,000,000
three-year bank loan plus cash. Concentrated efforts to reduce
inventories have yielded declines of $4,109,000 and $7,594,000 in the
third quarter and first three quarters, respectively. Linens in service
have been reduced by $389,000 since the beginning of the year despite
the added volume in the Textile Services segment. Working capital of
$134,027,000 and a current ratio of 3.5 to 1 at October 27, 2001 were
both healthy.
Cash generated from operations of $16,348,000 in the first three
quarters was $1,132,000 greater than the comparable prior year period.
This increase was due principally to the reduction in inventories and
linens in service offset in part by cash used in the first quarter this
year to pay for the inventory build-up in last year's fourth quarter in
the Manufacturing and Marketing segment. Capital expenditures increased
$3,164,000 in the current year, primarily to support productivity
improvements and energy efficiency in the Textile Services segment and
for investments in new Life Retail stores and supporting information
systems. The $9,705,000 increase in cash used in financing activities
compared to last year reflects the use of $13,000,000 of cash for the
debt prepayment less a reduction in dividends paid. Despite the debt
repayment, the Company ended the quarter with a strong cash balance on
hand of $10,019,000.
Based on the Company's cash generation from operations, as well as its
strong working capital position, current ratio and ratio of long-term
debt to debt-plus-equity, Management believes that internal funds
available from operations plus external funds available from the
issuance of additional debt and/or equity as needed in the future, will
be sufficient for all planned operating and capital requirements,
including acquisitions.
Forward-Looking Statements
--------------------------
Any forward-looking statements made in this document reflect the
Company's current views with respect to future events and financial
performance and are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Such statements are
subject to certain risks and uncertainties that may cause actual results
to differ materially from those set forth in these statements. These
potential risks and uncertainties include, but are not limited to,
competitive and general economic conditions, the ability to retain
current customers and to add new customers in competitive market
environments, competitive pricing in the marketplace, delays in the
shipment of orders, availability of labor at appropriate rates,
availability and cost of energy and water supplies, availability of
non-domestic image apparel contractors to manufacture and deliver at an
appropriate cost and in a timely manner, the ability to attract and
retain key personnel, unusual or unexpected cash needs for operations or
capital transactions, and other factors which may be identified in the
Company's filings with the Securities and Exchange Commission.
4
EXHIBIT A
TEXTILE SERVICES IMAGE APPAREL INNOVATION VALUE
Angelica Corporation
424 South Woods Mill Road
Suite 300
Angelica [Logo] Chesterfield, Missouri 63017 3406
Tel: 314.854.3800
Fax: 314.854.3890
November 15, 2001
Dear Fellow Shareholder:
Third quarter earnings per share of $.21 were slightly less than $.23 per
share in the third quarter last year. Our largest segment, Textile Services,
recorded impressive revenue and earnings increases; however, these were
insufficient to counter the economic weakness affecting both the
Manufacturing and Marketing and the Life Retail Stores segments. Given the
very weak economic conditions existing in many of the market segments that
we serve, exacerbated by the senseless acts of terrorism our country
experienced in the past two months, the results achieved are a testimony to
the hard work done by the management teams in each of our business segments.
Combined sales and textile service revenues were $119,078,000 in the third
quarter compared with $118,277,000 in the same period last year, an increase
of 0.7 percent. Pretax income was $2,819,000 versus $3,165,000 last year,
and net income decreased 9.5 percent to $1,805,000 from $1,994,000 in last
year's third quarter. For the first three quarters of this fiscal year,
combined sales and textile service revenues increased 2.9 percent to
$355,553,000 compared with $345,469,000 last year. Pretax income was
$6,482,000 compared with $8,536,000 for the comparable period last year. Net
income decreased 22.9 percent to $4,149,000 from $5,378,000 in the prior
year period, and earnings per share for the three quarters were $.48
compared with $.62 last year.
As was the case in the second quarter, the Textile Services segment had a
very strong quarter in terms of revenues and especially earnings. These
increases were achieved despite some revenue losses at non-healthcare
customers as a result of the weak economy. Revenues in this segment
increased 6.8 percent to $65,336,000 compared with $61,159,000 in the third
quarter last year. Operating earnings increased 52.7 percent in the quarter
to $4,785,000 compared with $3,133,000 last year. In comparing the first
three quarters of this year to last, revenues have increased by $13,899,000
or 7.6 percent, and earnings have increased by $2,999,000 or 26.4 percent.
Plant productivity increases, continued improvement in linen management plus
more efficient use of energy propelled strong earnings increases from
satisfactory revenue gains. As stated in a previous report to you, we intend
to reinvest in this segment and have received approval from the Board of
Directors to build a new laundry processing facility in the southwestern
part of the United States. Paul Anderegg, Textile Services President, and Ed
Ryan, Executive Vice President of Marketing, and the rest of the management
team of this segment are to be complimented on the impressive turnaround
they have led.
In the third quarter, the Manufacturing and Marketing segment's sales
(before intersegment sales) declined 7.2 percent to $36,260,000 compared
with $39,057,000 last year. Operating earnings fell to $514,000 compared
with $2,000,000 in the same quarter last year, a decline of 74.3 percent.
Despite these disappointing results, it should be noted that the management
team reduced expenses considerably in the third quarter relative to the
run-rate for the first half of the year. On an annualized basis, operating
expenses and cost of sales reductions exceed $5,000,000. Another positive
factor was the reduction in segment inventories to $68,239,000, down from
$74,923,000 at the beginning of this year. It has been a painful year for
the management team of Angelica Image Apparel, the domestic operations of
Manufacturing and Marketing. However, the weak economic conditions,
beginning in the fourth quarter of last year and intensifying as the new
year unfolded, made cost reduction actions absolutely necessary. Had it not
been for some strong sales and marketing efforts to add new customers, sales
levels would have fallen even further than they did. Many of the market
segments served by Manufacturing and Marketing have been severely affected
by current business conditions, and the outlook for the remainder of the
year is guarded as well. While the fourth quarter
www.angelica-corp.com
may be challenging for the Canadian operations too, because of their focus
on lodging, they have had impressive sales and earnings increases in the
first three quarters compared to last year. Helen Loader, President of the
Canadian operations, and her management team continue to maintain market
leadership in the premium and upscale lodging markets. Undoubtedly, the
string of earnings increases the Manufacturing and Marketing segment has
achieved in each of the preceding three fiscal years will not be continued
this year.
The lack of consumer confidence currently prevalent in our country that is
negatively affecting apparel retailers generally caused a 6.6 percent
same-store sales decline at Life Retail in the third quarter, the second
quarterly decline in a row. Fortunately, we did have excellent increases in
our catalogue and e-commerce sales as customers chose to "call-in and
log-on" as opposed to "coming in" to retail locations. Overall, third
quarter sales declined 3.8 percent to $23,930,000 compared with $24,876,000
last year. This segment had operating earnings of $812,000 compared with
$1,248,000 in last year's third quarter. The current quarter's earnings
compared favorably to the loss of $712,000 incurred in the second quarter
this year. Gross margins have continued to improve, reflecting "fresher"
merchandise in the stores and fewer markdowns. Life added three stores
shortly after quarter end as a consequence of an opportunistic acquisition
in the Las Vegas, NV marketplace and currently has a total of 287 stores.
During the quarter, we prepaid all of the $25,000,000 of long-term debt due
at the end of December. We used $13,000,000 of cash and $12,000,000 from a
three-year bank loan to pay down this debt. Interest costs in the second
half of the year will be reduced by $384,000, offset by less interest income
as a result of less invested cash and lower investment rates. We are also
pleased that total inventories, which were higher than we would have liked
at the beginning of the year, have been reduced by $7,594,000 as of the end
of the third quarter.
The segment management teams and the corporate management team are hard at
work developing our new three-year strategic plan. I must admit that the
crystal ball is pretty cloudy for all of us. All indications are that it
will be a number of months before any economic recovery begins. Fortunately,
a high percentage of Angelica's activities are centered in the healthcare
services industry, one that is less affected by reduction in travel and
cutbacks in consumer spending. During this planning process we are
critically evaluating the structural changes that are occurring in each of
our business segments. We continue to evaluate alternative ways of adding
shareholder value, recognizing that the world of business has been changed
inexorably forever and that some proven practices of the past are no longer
applicable. Making changes to practices that are now ineffective and
inefficient is a long process and an arduous task, but it must be
accomplished. We are committed to making these changes while minimizing
risks as much as feasible. We realize that many of the dislocations that
will occur are unavoidable, but they still must be implemented with
sensitivity for our associates and customers.
I must, once again, reduce our earnings expectations for the year. It now
appears that we will earn between $.55 and $.60 per share. I do believe,
however, that the steps we are taking will put us in excellent position to
earn significantly more than this in the next fiscal year, with increases in
the years following that.
Respectfully submitted,
/s/ Don W. Hubble
Don W. Hubble
Chairman, President and Chief Executive Officer
CONSOLIDATED STATEMENTS OF INCOME
Angelica Corporation and Subsidiaries
Unaudited (Dollars in thousands, except per share amounts)
Third Quarter Ended Three Quarters Ended
------------------------------- ------------------------------
October 27, October 28, October 27, October 28,
2001 2000 2001 2000
----------- ----------- ----------- -----------
Textile service revenues $ 65,336 $ 61,159 $195,669 $181,770
Net sales 53,742 57,118 159,884 163,699
-------- -------- -------- --------
119,078 118,277 355,553 345,469
-------- -------- -------- --------
Cost of textile services 51,294 49,201 154,086 145,017
Cost of goods sold 33,315 33,967 97,748 98,619
-------- -------- -------- --------
84,609 83,168 251,834 243,636
-------- -------- -------- --------
Gross profit 34,469 35,109 103,719 101,833
-------- -------- -------- --------
Selling, general and
administrative expenses 29,415 29,760 90,816 86,850
Interest expense 1,792 2,060 5,839 6,221
Other expense, net 443 124 582 226
-------- -------- -------- --------
31,650 31,944 97,237 93,297
-------- -------- -------- --------
Income before income taxes 2,819 3,165 6,482 8,536
Provision for income taxes 1,014 1,171 2,333 3,158
-------- -------- -------- --------
Net income $ 1,805 $ 1,994 $ 4,149 $ 5,378
======== ======== ======== ========
Basic and diluted earnings per share * $ 0.21 $ 0.23 $ 0.48 $ 0.62
======== ======== ======== ========
Dividends per common share $ 0.08 $ 0.08 $ 0.24 $ 0.40
======== ======== ======== ========
Comprehensive income, consisting of net income and foreign currency
translation adjustments, totaled $1,692 and $1,779 for the quarters ended
October 27, 2001 and October 28, 2000, respectively; and $3,982 and $5,019
for the three quarters ended October 27, 2001 and October 28, 2000,
respectively.
Certain amounts in the prior year have been reclassified to conform to
current year presentation.
For fiscal year 2002, the effective tax rate was adjusted downward from 37.0
percent to 36.0 percent to reflect lower actual state tax expense levels.
* Based upon weighted average number of common and common equivalent shares
outstanding of 8,698,908 and 8,698,133 for fiscal periods of 2002 and 2001,
respectively.
CONSOLIDATED BALANCE SHEETS
Angelica Corporation and Subsidiaries
Unaudited (Dollars in thousands)
October 27, January 27,
2001 2001
----------- -----------
ASSETS
------
Current Assets:
Cash and short-term investments $ 10,019 $ 20,311
Receivables, less reserve of $3,496 and $2,581 54,923 54,983
Inventories:
Raw material 20,469 27,223
Work in progress 3,055 5,895
Finished goods 60,726 58,726
--------- ---------
84,250 91,844
Linens in service 32,457 32,846
Prepaid expenses and other current assets 6,747 5,733
--------- ---------
Total Current Assets 188,396 205,717
--------- ---------
Property and Equipment 211,706 204,146
Less -- reserve for depreciation 125,504 119,026
--------- ---------
86,202 85,120
--------- ---------
Goodwill 5,024 5,341
Other acquired assets 1,483 2,659
Cash surrender value of life insurance 23,174 22,628
Miscellaneous 2,688 4,819
--------- ---------
32,369 35,447
--------- ---------
Total Assets $ 306,967 $ 326,284
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current Liabilities:
Current maturities of long-term debt $ 6,854 $ 27,841
Accounts payable 21,151 27,445
Accrued expenses 26,364 25,982
--------- ---------
Total Current Liabilities 54,369 81,268
--------- ---------
Long-Term Debt, less current maturities 67,219 60,963
Other Long-Term Obligations 18,480 19,734
Shareholders' Equity:
Preferred Stock:
Class A, Series 1, $1 stated value,
authorized 100,000 shares, outstanding: None -- --
Class B, authorized 2,500,000 shares, outstanding: None -- --
Common Stock, $1 par value, authorized 20,000,000
shares, issued: 9,471,538 9,472 9,472
Capital surplus 4,196 4,196
Retained earnings 169,740 168,677
Accumulated other comprehensive income (2,147) (1,980)
Common Stock in treasury, at cost: 863,539 and 929,070 (14,362) (16,046)
--------- ---------
166,899 164,319
--------- ---------
Total Liabilities and Shareholders' Equity $ 306,967 $ 326,284
========= =========
CONSOLIDATED STATEMENTS OF CASH FLOWS
Angelica Corporation and Subsidiaries
Unaudited (Dollars in thousands)
Three Quarters Ended
----------------------------
October 27, October 28,
2001 2000
----------- -----------
Cash Flows from Operating Activities:
Net income $ 4,149 $ 5,378
Non-cash items included in net income:
Depreciation 9,435 9,857
Amortization of acquisition costs 1,578 1,782
Change in working capital components,
net of businesses acquired/disposed of 855 (2,488)
Other, net 331 687
-------- --------
Net cash provided by operating activities 16,348 15,216
-------- --------
Cash Flows from Investing Activities:
Expenditures for property and equipment, net (10,517) (7,353)
Cost of businesses acquired (125) --
Disposals of businesses and property 302 5,474
-------- --------
Net cash used in investing activities (10,340) (1,879)
-------- --------
Cash Flows from Financing Activities:
Long-term debt repayments (26,731) (1,989)
Proceeds from issuance of long-term debt 12,000 --
Dividends paid (2,062) (3,469)
Repurchase of stock -- (822)
Other, net 493 (315)
-------- --------
Net cash used in financing activities (16,300) (6,595)
-------- --------
Net (decrease) increase in cash and short-term investments (10,292) 6,742
Balance at beginning of year 20,311 15,651
-------- --------
Balance at end of period $ 10,019 $ 22,393
======== ========
Supplemental cash flow information:
Income taxes paid $ 4,292 $ 4,642
Interest paid $ 5,282 $ 5,488
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Forward-Looking Statements:
Any forward-looking statements made in this document reflect the Company's
current views with respect to future events and financial performance and
are made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Such statements are subject to certain risks
and uncertainties that may cause actual results to differ materially from
those set forth in these statements. These potential risks and uncertainties
include, but are not limited to, competitive and general economic
conditions, the ability to retain current customers and to add new customers
in competitive market environments, competitive pricing in the marketplace,
delays in the shipment of orders, availability of labor at appropriate
rates, availability and cost of energy and water supplies, availability of
non-domestic image apparel contractors to manufacture and deliver at an
appropriate cost and in a timely manner, the ability to attract and retain
key personnel, unusual or unexpected cash needs for operations or capital
transactions, and other factors which may be identified in the Company's
filings with the Securities and Exchange Commission.
-----------------------------------------------------------------------------
BUSINESS SEGMENT INFORMATION
Angelica Corporation and Subsidiaries
Unaudited (Dollars in thousands)
Third Quarter Ended Three Quarters Ended
---------------------------- --------------------------
October 27, October 28, October 27, October 28,
2001 2000 2001 2000
----------- ----------- ----------- -----------
Sales and textile service revenues:
Textile Services $ 65,336 $ 61,159 $195,669 $181,770
Manufacturing and Marketing 36,260 39,057 111,057 114,071
Retail Sales 23,930 24,876 68,607 69,521
Intersegment sales (6,448) (6,815) (19,780) (19,893)
-------- -------- -------- --------
$119,078 $118,277 $355,553 $345,469
======== ======== ======== ========
Earnings:
Textile Services $ 4,785 $ 3,133 $ 14,356 $ 11,357
Manufacturing and Marketing 514 2,000 2,047 5,251
Retail Sales 812 1,248 39 1,938
Interest, corporate expenses and other, net (3,292) (3,216) (9,960) (10,010)
-------- -------- -------- --------
$ 2,819 $ 3,165 $ 6,482 $ 8,536
======== ======== ======== ========
Depreciation and amortization:
Textile Services $ 2,408 $ 2,374 $ 7,190 $ 7,122
Manufacturing and Marketing 416 557 1,232 1,626
Retail Sales 668 703 1,999 2,187
Corporate 179 229 592 704
-------- -------- -------- --------
$ 3,671 $ 3,863 $ 11,013 $ 11,639
======== ======== ======== ========
SUMMARY FINANCIAL POSITION DATA
Angelica Corporation and Subsidiaries
Unaudited (Dollars in thousands, except ratios, shares and per share amounts)
Three Quarters Ended
-----------------------------
October 27, October 28,
2001 2000
----------- -----------
Working capital $ 134,027 $ 150,701
Current ratio 3.5 to 1 3.9 to 1
Long-term debt $ 67,219 $ 86,276
Shareholders' equity $ 166,899 $ 164,184
Percent long-term debt to debt and equity 28.7% 34.4%
Equity per common share $ 19.39 $ 19.11
Common shares outstanding 8,607,999 8,592,268
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
----------------------------------------
(a) See Exhibit Index included herein on pages 7-10.
(b) Reports on Form 8-K - A report on Form 8-K was furnished under
Item 9 on November 27, 2001, containing the Quarterly Report to
Shareholders dated November 15, 2001 and mailed to Shareholders
on November 27, 2001 as an exhibit, pursuant to Regulation FD.
SIGNATURES
----------
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.
Angelica Corporation
------------------------------------
(Registrant)
Date: December 7, 2001 /s/ T. M. Armstrong
------------------------------------
T. M. Armstrong
Senior Vice President -
Finance and Administration
Chief Financial Officer
(Principal Financial Officer)
/s/ James W. Shaffer
------------------------------------
James W. Shaffer
Vice President and Treasurer
(Principal Accounting Officer)
6
EXHIBIT INDEX
-------------
Exhibit
Number Exhibit
------ -------
*Asterisk indicates exhibits filed herewith.
**Incorporated by reference from the document listed.
3.1 Restated Articles of Incorporation of the Company, as currently
in effect. Filed as Exhibit 3.1 to the Form 10-K for the fiscal
year ended January 26, 1991.**
3.2 Current By-Laws of the Company, as last amended March 27, 2001.
Filed as Exhibit 3.2 to the Form 10-K for the fiscal year ended
January 27, 2001.**
4.1 Shareholder Rights Plan dated August 25, 1998. Filed as Exhibit 1
to Registration Statement on Form 8-A on August 28, 1998.**
4.2 10.3% and 9.76% Senior Notes to insurance company due annually to
2004, together with Note Facility Agreement. Filed as Exhibit 4.2
to the Form 10-K for the fiscal year ended January 27, 1990.**
4.3 8.225% Senior Notes to Nationwide Life Insurance Company,
American United Life Insurance Company, Aid Association for
Lutherans (reissued to Nimer & Co. as of August 1, 1998), and
Modern Woodmen of America due May 1, 2006, together with Note
Agreement. Filed as Exhibit 4.4 to the Form 10-Q for the fiscal
quarter ended July 29, 1995.**
Note: No other long-term debt instrument issued by the
Registrant exceeds 10% of the consolidated total assets of
the Registrant and its subsidiaries. In accordance with
Item 601(b) (4) (iii) (A) of Regulation S-K, the
Registrant will furnish to the Commission upon request
copies of long-term debt instruments and related
agreements.
10.1 Angelica Corporation 1994 Performance Plan (as amended 1/31/95).
Filed as Exhibit 10.1 to the Form 10-K for fiscal year ended
January 28, 1995.**
10.2 Form of Participation Agreement for the Angelica Corporation
Management Retention and Incentive Plan (filed as Exhibit 10.3 to
the Form 10-K for fiscal year ended 1/30/93 and incorporated
herein by reference) with revised schedule setting out executive
officers covered under such agreements and the "Benefit Multiple"
listed for each.**
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10.3 Angelica Corporation Stock Award Plan. Filed as Exhibit 10 to the
Form 10-K for fiscal year ended February 1, 1992.**
10.4 Angelica Corporation Supplemental Plan restated as of September
1, 2000. Filed as Exhibit 10.6 to the Form 10-Q for fiscal
quarter ended October 28, 2000.**
10.5 Deferred Compensation Option Plan for Selected Management
Employees. Filed as Exhibit 19.9 to the Form 10-K for fiscal year
ended January 26, 1991, incorporating all amendments thereto
through the date of this filing. The last amendment thereto was
filed as Exhibit 10.34 to the Form 10-K for fiscal year ended
January 25, 1997.**
10.6 Deferred Compensation Option Plan for Directors. Filed as Exhibit
19.8 to the Form 10-K for fiscal year ended January 26, 1991,
incorporating all amendments thereto through the date of this
filing.**
10.7 Supplemental and Deferred Compensation Trust. Filed as Exhibit
19.5 to the Form 10-K for fiscal year ended February 1, 1992.**
10.8 Management Retention Trust. Filed as Exhibit 19.4 to the Form
10-K for fiscal year ended February 1, 1992.**
10.9 Performance Shares Plan for Selected Senior Management(restated).
Filed as Exhibit 19.3 to the Form 10-K for fiscal year ended
January 26, 1991.**
10.10 Management Retention and Incentive Plan (restated). Filed as
Exhibit 19.1 to the Form 10-K for fiscal year ended January 26,
1991.**
10.11 Restated Deferred Compensation Plan for Non-Employee Directors.
Filed as Exhibit 10 (v) to the Form 10-K for fiscal year ended
January 28, 1984, incorporating all amendments thereto through
the date of this filing. The last amendment thereto was filed as
Exhibit 10.25 to Form 10-K for the fiscal year ended January 28,
1995.**
10.12 Restated Angelica Corporation Stock Bonus and Incentive Plan
(Incorporating Amendments Adopted Through August 1, 1999). Filed
as Exhibit 10.16 to the Form 10-K for the fiscal year ended
January 29, 2000.**
10.13 Angelica Corporation Pension Plan as Amended and Restated. Filed
as Exhibit 19.7 to the Form 10-K for fiscal year ended January
26, 1991, incorporating all amendments thereto through the date
of this filing. The last
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amendment thereto was filed as Exhibit 10.23 to the Form 10-Q for
fiscal quarter ended July 27, 1996.**
10.14 Angelica Corporation 1994 Non-Employee Directors Stock Plan.
Filed as Appendix A of the Company's Proxy Statement for the
Annual Meeting of Shareholders held on May 23, 1995 and
incorporating all amendments thereto through the date of this
filing. The last amendment thereto was filed as Exhibit 10.35 to
the Form 10-K for fiscal year ended January 31, 1998.**
10.15 Specimen form of Stock Option Agreement under the Angelica
Corporation 1994 Performance Plan. Filed as Exhibit 10.15 to
the Form 10-Q for fiscal quarter ended July 28, 2001.**
10.16 Specimen form of Stock Option Agreement under the Angelica
Corporation 1999 Performance Plan. Filed as Exhibit 10.16 to
the Form 10-Q for fiscal quarter ended July 28, 2001.**
10.17 Form of Indemnification Agreement between the Company and each of
its directors and executive officers (filed as Exhibit 10.22 to
the Form 10-K for fiscal year ended January 30, 1999).** An
amended schedule identifying the directors and current executive
officers who have executed such agreements was filed as Exhibit
10.20 to the Form 10-K for fiscal year ended January 27, 2001.**
10.18 Employment Agreement between the Company and Theodore M.
Armstrong, dated January 1, 2000. Filed as Exhibit 10.23 to the
Form 10-K for the fiscal year ended January 29, 2000.**
10.19 Employment Agreement between the Company and Don W. Hubble, dated
December 12, 1997. Filed as Exhibit 10.30 to the Form 10-K for
fiscal year ended January 31, 1998.**
10.20 Retirement Benefit Agreement between the Company and Don W.
Hubble dated January 1, 1998. Filed as Exhibit 10.31 to the Form
10-K for fiscal year ended January 31, 1998.**
10.21 Non-Qualified Stock Option Agreement between the Company and Don
W. Hubble dated January 2, 1998. Filed as Exhibit 10.32 to the
Form 10-K for fiscal year ended January 31, 1998.**
10.22 Employment Agreement between the Company and Steven L. Frey,
dated March 1, 2001. Filed as Exhibit 10.27 to the Form 10-K for
fiscal year ended January 27, 2001.**
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10.23 Angelica Corporation 1999 Performance Plan. Filed as Appendix A
of the Company's Proxy Statement for the Annual Meeting of
Shareholders held May 25, 1999.**
10.24 Employment Agreement between the Company and Denis R. Raab, dated
August 23, 1999. Filed as Exhibit 10.32 to the Form 10-Q for
fiscal quarter ended October 30, 1999.**
10.25 Employment Agreement between the Company and Daniel J. Westrich,
dated October 1, 1999. Filed as Exhibit 10.33 to the Form 10-Q
for fiscal quarter ended October 30, 1999.**
10.26 Employment Agreement between the Company and James W. Shaffer,
dated October 1, 1999. Filed as Exhibit 10.34 to the Form 10-Q
for fiscal quarter ended October 30, 1999.**
10.27 Employment Agreement between the Company and Edward P. Ryan,
dated November 6, 2001.*
10.28 Employment Agreement between the Company and Paul R. Anderegg,
dated February 1, 2001. Filed as Exhibit 10.33 to the Form 10-K
for fiscal year ended January 27, 2001.**
10.29 Restricted Stock Agreement between the Company and Edward P.
Ryan, dated April 1, 2001. Filed as Exhibit 10.34 to the Form
10-K for fiscal year ended January 27, 2001.**
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