==============================================================================
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
April 27, 2002 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)
(314) 854-3800
(Registrant's telephone number, including area code)
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 June 1, 2002 was 8,636,310 shares.
==============================================================================
ANGELICA CORPORATION AND SUBSIDIARIES
INDEX TO
APRIL 27, 2002 FORM 10-Q QUARTERLY REPORT
Page Number
-----------
Reference
---------
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements:
Consolidated Statements of Income - First Quarter
ended April 27, 2002 and April 28, 2001 2
Consolidated Balance Sheets - April 27, 2002
and January 26, 2002 3
Consolidated Statements of Cash Flows - First Quarter
ended April 27, 2002 and April 28, 2001 4
Notes to Consolidated Financial Statements 5-8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9-11
Item 3. Quantitative and Qualitative Disclosures
About Market Risk 12
PART II. OTHER INFORMATION:
Item 6. Exhibits and Reports on Form 8-K 13
Signatures 14
Exhibit Index 15
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF INCOME
Angelica Corporation and Subsidiaries
Unaudited (Dollars in thousands, except per share amounts)
First Quarter Ended
------------------------------
April 27, 2002 April 28, 2001
-------------- --------------
Continuing Operations:
Textile service revenues $ 68,381 $ 65,285
Net retail sales 24,876 23,902
-------------- --------------
93,257 89,187
-------------- --------------
Cost of textile services 54,300 54,103
Cost of goods sold 12,086 11,638
-------------- --------------
66,386 65,741
-------------- --------------
Gross profit 26,871 23,446
-------------- --------------
Selling, general and administrative expenses 21,967 20,234
Interest expense 1,543 2,028
Other income, net (166) (353)
-------------- --------------
23,344 21,909
-------------- --------------
Income from continuing operations before taxes 3,527 1,537
Provision for income taxes 1,234 138
-------------- --------------
Income from continuing operations 2,293 1,399
-------------- --------------
Discontinued Operations:
Income from operations of discontinued segment,
net of taxes of $676 - 50
Loss on disposal of discontinued segment,
net of taxes of $2,394 (note 5) (4,447) -
-------------- --------------
(Loss) income from discontinued operations (4,447) 50
-------------- --------------
Net (loss) income $ (2,154) $ 1,449
============== ==============
Basic earnings (loss) per share:*
Income from continuing operations $ 0.27 $ 0.16
(Loss) income from discontinued operations (0.52) 0.01
-------------- --------------
Net (loss) income $ (0.25) $ 0.17
============== ==============
Diluted earnings (loss) per share:*
Income from continuing operations $ 0.26 $ 0.16
(Loss) income from discontinued operations (0.51) 0.01
-------------- --------------
Net (loss) income $ (0.25) $ 0.17
============== ==============
* Based upon weighted average number of common shares outstanding of
8,616,488 and 8,571,892 (8,737,832 and 8,664,328 fully diluted) for fiscal
periods of 2003 and 2002, respectively.
The accompanying notes are an integral part of the financial statements.
2
CONSOLIDATED BALANCE SHEETS
Angelica Corporation and Subsidiaries
Unaudited (Dollars in thousands)
April 27, January 26,
2002 2002
----------- -----------
ASSETS
------
Current Assets:
Cash and short-term investments $ 37,733 $ 18,742
Receivables, less reserves of $1,567 and $1,306 33,924 33,536
Inventories 13,697 14,435
Linens in service 32,504 32,196
Prepaid expenses and other current assets 2,697 2,968
Deferred income taxes 18,621 16,478
Net current assets of discontinued segment 26,316 61,774
----------- -----------
Total Current Assets 165,492 180,129
----------- -----------
Property and Equipment 176,426 174,893
Less -- reserve for depreciation 99,270 98,208
----------- -----------
77,156 76,685
----------- -----------
Goodwill 4,294 4,294
Other acquired assets 1,303 1,553
Cash surrender value of life insurance 25,775 25,349
Deferred income taxes 402 654
Miscellaneous 624 365
----------- -----------
32,398 32,215
Net noncurrent assets of discontinued segment 1,807 1,836
----------- -----------
Total Assets $ 276,853 $ 290,865
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current Liabilities:
Current maturities of long-term debt (note 7) $ 37,102 $ 71,602
Accounts payable 20,389 20,958
Accrued expenses 41,826 40,609
----------- -----------
Total Current Liabilities 99,317 133,169
----------- -----------
Long-Term Debt, less current maturities (note 7) 23,258 812
Other Long-Term Obligations 15,412 15,380
Shareholders' Equity:
Common Stock, $1 par value, authorized 20,000,000
shares, issued: 9,471,538 9,472 9,472
Capital surplus 4,200 4,200
Retained earnings 139,097 142,188
Common Stock in treasury, at cost: 847,056 and 863,329 (13,903) (14,356)
----------- -----------
138,866 141,504
----------- -----------
Total Liabilities and Shareholders' Equity $ 276,853 $ 290,865
=========== ===========
The accompanying notes are an integral part of the financial statements.
3
CONSOLIDATED STATEMENTS OF CASH FLOWS
Angelica Corporation and Subsidiaries
Unaudited (Dollars in thousands)
First Quarter Ended
-------------------------------------------
April 27, 2002 April 28, 2001
-------------- --------------
Cash Flows from Operating Activities:
Income from continuing operations $ 2,293 $ 1,399
Non-cash items included in income from continuing operations:
Depreciation 2,703 2,711
Amortization 240 526
Change in working capital components,
net of businesses acquired/disposed of 1,979 (3,446)
Restructuring reserves (1,135) -
Other, net (391) (453)
------------- ------------
Net cash provided by operating activities of continuing operations 5,689 737
------------- ------------
Cash Flows from Investing Activities:
Expenditures for property and equipment, net (2,647) (3,723)
Disposals of businesses and property - 302
------------- ------------
Net cash used in investing activities of continuing operations (2,647) (3,421)
------------- ------------
Cash Flows from Financing Activities:
Long-term debt repayments (12,054) (628)
Dividends paid (689) (685)
Other, net 205 447
------------- ------------
Net cash used in financing activities of continuing operations (12,538) (866)
------------- ------------
Net cash provided by (used in) discontinued operations 28,487 (2,160)
------------- ------------
Net increase (decrease) in cash and short-term investments 18,991 (5,710)
Balance at beginning of year 18,742 20,311
------------- ------------
Balance at end of period $ 37,733 $ 14,601
============= ============
Supplemental cash flow information:
Income taxes paid $ 420 $ 866
Interest paid $ 810 $ 1,322
The accompanying notes are an integral part of the financial statements.
4
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FIRST QUARTER ENDED APRIL 27, 2002
AND APRIL 28, 2001
Note 1. Basis of Presentation
------------------------------
The accompanying condensed consolidated financial statements are
unaudited, and it is suggested that these consolidated statements be
read in conjunction with the Company's audited consolidated
financial statements and notes thereto contained in the Company's
Annual Report on Form 10-K for the fiscal year ended January 26,
2002. 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. All significant intercompany accounts and
transactions have been eliminated. The results of operations and
cash flows for the first quarter ended April 27, 2002 are not
necessarily indicative of the results to be expected for the full
year.
Certain amounts in the prior period have been reclassified to conform
to current period presentation.
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.
Note 2. Comprehensive Income
-----------------------------
Comprehensive (loss) income, consisting of net (loss) income and
foreign currency translation adjustments, totaled $(2,154,000) and
$1,373,000 for the quarters ended April 27, 2002 and April 28, 2001,
respectively.
Note 3. Goodwill and Other Intangible Assets
---------------------------------------------
In June 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 142,
"Goodwill and Other Intangible Assets." Under SFAS No. 142, goodwill
is no longer being amortized effective with the adoption date of
January 27, 2002. 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 completed the initial impairment
test, required to be performed by July 27, 2002. However, the
Company does not believe the effect on its consolidated financial
statements that will result from the adoption of SFAS No. 142 will
be significant.
Following is a reconciliation of reported net income (loss) and
earnings (loss) per share to adjusted net income (loss) and earnings
(loss) per share excluding goodwill amortization (dollars in
thousands, except per share amounts):
5
First Quarter Ended
-------------------
April 27, 2002 April 28, 2001
-------------- --------------
Net (loss) income:
As reported $(2,154) $1,449
Goodwill amortization, net of taxes -- 93
-------- ------
Adjusted net (loss) income $(2,154) $1,542
Basic earnings (loss) per share:
Net (loss) income:
As reported $ (0.25) $ 0.17
As adjusted (0.25) 0.18
Diluted earnings (loss) per share:
Net (loss) income:
As reported $ (0.25) $ 0.17
As adjusted (0.25) 0.18
For the first quarter ended April 27, 2002, no goodwill or other
acquired assets were acquired, impaired or disposed. Other acquired
assets consisted of the following (dollars in thousands):
April 27, 2002 January 26, 2002
-------------------------------------------------------------------------------------------------
Gross Other Gross Other
Carrying Accumulated Acquired Carrying Accumulated Acquired
Amount Amortization Assets, net Amount Amortization Assets, net
-------------------------------------------------------------------------------------------------
Customer contracts $4,599 $(4,205) $ 394 $4,599 $(4,074) $ 525
Non-compete covenants 2,590 (1,681) 909 2,590 (1,562) 1,028
-------------------------------------------------------------------------------------------------
Other acquired assets $7,189 $(5,886) $1,303 $7,189 $(5,636) $1,553
-------------------------------------------------------------------------------------------------
Other acquired assets are scheduled to be fully amortized by fiscal
year 2007 with corresponding annual amortization estimated for each
fiscal year as follows (dollars in thousands):
2003 $852
2004 341
2005 184
2006 101
2007 75
Note 4. New Accounting Pronouncements
--------------------------------------
In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB
Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and
Technical Corrections." SFAS No. 145 rescinds SFAS No. 4, which
required all gains and losses from extinguishment of debt to be
aggregated and, if material, classified as an extraordinary item, net
of tax. As a result, the criteria in Accounting Principles Board
Opinion No. 30 will now be used to
6
classify those gains and losses. The provisions of SFAS No. 145 related
to the rescission of SFAS No. 4 are effective for fiscal years
beginning after May 15, 2002 with earlier application encouraged. As
described in Note 7 below, the Company will incur a loss on early
extinguishment of debt in the second quarter ending July 27, 2002 that
will be subject to the provisions of SFAS No. 145 at the time of
adoption.
Note 5. Discontinued Operations
--------------------------------
The consolidated balance sheets as of April 27, 2002 and January 26,
2002 reflect the segregation of the net assets of the discontinued
Manufacturing and Marketing segment and writedown of those assets to
their estimated net realizable value, as well as estimates of the
costs of disposal and transition. The differences between these
estimates as of April 27, 2002 and January 26, 2002 resulted in the
recording of an after-tax loss on disposal of $4,447,000 in the
first quarter. The sale of certain assets of this segment's
non-healthcare business to Cintas Corporation closed on April 19,
2002, and the sale of certain assets of the healthcare business to
Medline Industries closed on May 17, 2002.
Note 6. Restructuring Activities
---------------------------------
In the first quarter of fiscal 2003, the Company closed 20 of the 27
underperforming Life Retail stores included in the plan of
restructuring approved in the fourth quarter of fiscal 2002. A total
of $1,135,000 was charged to the restructuring reserve and related
asset valuation allowances in the quarter, including $425,000 to
write off net book value of fixed assets in closed stores, $389,000
to dispose of inventory and $139,000 to terminate the leases of
three closed stores. As of April 27, 2002, the restructuring reserve
and related asset valuation allowances totaled $3,045,000.
Note 7. Subsequent Events
--------------------------
Due to the loss on disposal of the Manufacturing and Marketing
segment recorded in the fourth quarter of fiscal 2002, the Company
was not in compliance with a minimum net worth loan covenant. As a
result, substantially all of the Company's long-term debt was
required to be classified as current liabilities as of January 26,
2002. In the first quarter fiscal 2003, temporary waivers of the
covenant violation were received from the affected lenders. On May
30, 2002, the Company repaid $54,375,000 of existing debt (plus a
prepayment penalty of $6,684,000) using proceeds from the sale of
the segment and $22,500,000 of borrowings from a new three-year
$70,000,000 unsecured revolving credit facility. As a result of this
subsequent event, the Company has reclassified $22,500,000 from
current maturities to long-term debt as of April 27, 2002.
Note 8. Business Segment Information
-------------------------------------
The Company has operated principally in three industry
segments: Textile Services, Manufacturing and Marketing, and Retail
Stores. For fiscal years 2003 and 2002, Manufacturing and Marketing
is being treated as a discontinued operation. Textile Services
provides textile rental and laundry services to healthcare
institutions. Life Retail Stores operates a nationwide chain of
specialty uniform and shoe stores, with a fully-integrated catalogue
and e-commerce operation, selling to healthcare professionals. All
of the Company's services of its continuing business segments are
provided in the United States. Summary data about each of the
Company's continuing business segments for
7
the first quarter ended April 27, 2002 and April 28, 2001 appears
below (dollars in thousands):
First Quarter Ended
-------------------
April 27, 2002 April 28, 2001
-------------- --------------
Combined sales and revenues:
Textile Services $ 68,381 $ 65,285
Retail Sales 24,876 23,902
----------- -----------
$ 93,257 $ 89,187
=========== ===========
Income from continuing operations before taxes:
Textile Services $ 5,884 $ 4,740
Retail Sales 701 (61)
Interest, corporate expenses and other, net (3,058) (3,142)
----------- -----------
$ 3,527 $ 1,537
=========== ===========
Depreciation and amortization:
Textile Services $ 2,299 $ 2,357
Retail Sales 562 670
Corporate 82 210
----------- -----------
$ 2,943 $ 3,237
=========== ===========
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
QUARTER ENDED APRIL 27, 2002 COMPARED WITH
QUARTER ENDED APRIL 28, 2001
Analysis of Operations
----------------------
First quarter combined sales and revenues from continuing operations
increased 4.6 percent over the prior year, and earnings per share of
$.27 ($.26 fully diluted) marked a 68.8 percent increase over the $.16
earned in last year's first quarter. Both of the Company's continuing
business segments, Textile Services and Life Retail Stores, posted
top-line growth as well as operating earnings increases in the
quarter. In the first quarter, an additional after-tax loss of
$4,447,000 on the disposal of the discontinued Manufacturing and
Marketing segment was recorded to reflect differences between current
and prior estimates. Combining continuing and discontinued operations,
the Company reported a net loss of $.25 per share compared with net
income of $.17 per share in the year ago quarter.
Revenues of the Textile Services segment increased 4.7 percent in the
first quarter on the continued strength of net new business additions.
Price levels on new and renewed contracts also have increased modestly
as a result of improved financial health of the healthcare industry
generally. Operating earnings rose 24.1 percent to $5,884,000 due to
the revenue increase coupled with good control over linen and
production expenses. The first quarter also saw some moderation of the
rising utility costs that eroded profit margins of this segment last
year. Operating margin of 8.6 percent for the quarter exceeded the 7.3
percent margin of the prior year's first quarter. Last year's first
quarter results also included a $500,000 gain on the sale of a small
number of unproductive hospitality accounts.
Life Retail Stores achieved a 4.1 percent increase in sales in the
quarter despite having fewer stores in operation. Same-store sales
increased 2.5 percent in the first quarter, rebounding from a 2.0
percent decrease in the month of February with increases of 2.3
percent and 6.9 percent in March and April, respectively. Catalogue
and e-commerce sales were 2.5 times the level of a year ago. Gross
margin of 51.4 percent improved slightly from 51.3 percent in the
first quarter last year. As a result of the sales and margin
increases, operating earnings of $701,000 in the first quarter
compared favorably with an operating loss of $61,000 a year earlier.
Selling, general and administrative expenses increased 8.6 percent in
the first quarter, representing 23.6 percent of combined sales and
revenues compared with 22.7 percent in the same period last year. The
increase is due in part to increased incentive compensation at Textile
Services and higher corporate professional fees. A $485,000 reduction
in interest expense in the first quarter reflects the lower level of
current debt compared to the first quarter a year ago. The effective
tax rate on income from continuing operations of 9.0 percent in the
first quarter last year compared to 35.0 percent in this year's first
quarter is due to the impact of permanent differences on the
relatively low level of income in fiscal 2002.
9
Discontinued Operations
-----------------------
As described in Note 5, the Company recorded a pretax loss on disposal
of the Manufacturing and Marketing segment of $6,841,000 in the first
quarter, which is in addition to the pretax loss on disposal of
$36,734,000 recorded in the fourth quarter of fiscal 2002. The
additional first quarter loss is primarily attributable to a reduction
in the value of the inventories of this segment realized in closing
the sale to the buyers or expected to be recovered subsequently. The
assets of the segment that were not sold, primarily inventory, will be
liquidated during the remainder of fiscal 2003. Although Management
believes its estimates used to write down the assets and record the
loss on disposal as of April 27, 2002 are reasonable, there is a risk
that the actual value received upon ultimate disposition of the
segment, including actual costs of disposal and transition, may differ
materially from these estimates.
Restructuring Activities
------------------------
See Note 6 for a discussion of the Company's utilization of the
restructuring reserve and related asset valuation allowances in the
first quarter of fiscal 2003. Negotiations of lease termination costs
are continuing for 24 Life Retail stores included in the restructuring
plan. It is Management's opinion that the remaining restructuring
reserve and related asset valuation allowances of $3,045,000 are
adequate, however, actual charges to the reserve and related asset
valuation allowances may differ significantly, which could result in
additional costs. The restructuring reserve and valuation allowances
are expected to be fully utilized by the end of fiscal 2003.
Financial Condition, Liquidity and Capital Resources
----------------------------------------------------
As discussed in Note 7, on May 30, 2002, the Company repaid
$54,375,000 of existing debt (plus a prepayment penalty of $6,684,000)
using proceeds from the sale of the Manufacturing and Marketing
segment and $22,500,000 of borrowings from a new three-year
$70,000,000 unsecured revolving credit facility. The unused portion of
the credit line will be utilized to fund growth in the Textile
Services segment, including acquisitions, and for working capital
needs. The refinancing is expected to reduce future interest expense
as a result of lower debt levels and lower rates.
Cash generated by operating activities of continuing operations
increased $4,952,000 in the quarter, due to higher earnings and better
management of accounts receivable and linens in service in the Textile
Services segment. Capital expenditures decreased $1,076,000 in the
current quarter, but are expected to exceed last year's level over the
remainder of the year. Cash flows used in financing activities of
continuing operations of $12,538,000 in the first quarter reflect the
prepayment of a $12,000,000 three-year bank loan at the end of the
quarter that did not require a prepayment penalty. Cash provided by
discontinued operations of $28,487,000 in the first quarter primarily
reflects the $21,824,000 of proceeds from the sale of part of the
Manufacturing and Marketing segment and a $5,655,000 reduction in
inventories of the discontinued segment prior to sale. Cash and
short-term investments totaled $37,733,000 at April 27, 2002, up from
$14,601,000 a year ago and $18,742,000 at the beginning of the year.
Management believes that the Company's financial condition is such
that internal and external resources are sufficient and available to
satisfy the Company's requirements for debt repayment, as well as
future requirements for capital expenditures, dividends and working
capital.
10
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, discontinuation of the Manufacturing and
Marketing segment as presently contemplated, unusual or unexpected
cash needs for operations or capital transactions, the ability to
obtain financing in required amounts and at appropriate rates, and
other factors which may be identified in the Company's filings with
the Securities and Exchange Commission.
11
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to commodity price risk related to the use of
natural gas in laundry plants of the Textile Services segment. The
total cost of natural gas in the quarter ended April 27, 2002 was
$2,547,000. To reduce the uncertainty of fluctuating energy prices,
the Company has entered into fixed price contracts for approximately
70% of the segment's natural gas purchase requirements for fiscal
2003. A 10% increase in the cost of natural gas not covered by these
contracts would result in a reduction of approximately $306,000 in
annual pretax earnings.
The Company's exposure to interest rate risk relates primarily to its
new debt obligations entered into following the end of the quarter. As
discussed in Note 7, subsequent to the end of the quarter the Company
refinanced existing debt partially by using borrowings of $22,500,000
from a new $70,000,000 revolving credit facility. The revolving line
of credit and the term loan bear interest at a rate equal to either
(i) LIBOR plus a margin, or (ii) a Base Rate plus a margin. The
margins are based on the Company's ratio of "Funded Debt" to "EBITDA",
as each is defined in the Loan Agreement. As of April 27, 2002, there
were no amounts outstanding under the credit facility. However, for
the $22,500,000 outstanding after the end of the quarter, a
hypothetical increase of 100 basis points in short-term interest rates
would result in a reduction of approximately $225,000 in annual pretax
earnings. The Company does not use derivative or other financial
instruments to hedge interest rate risk.
12
PART II. OTHER INFORMATION
There is no information required to be reported under any items except
those indicated below.
Item 6. Exhibits and Reports on Form 8-K
----------------------------------------
(a) See Exhibit Index included herein on page 15.
(b) REPORTS ON FORM 8-K - A report on Form 8-K dated April 15, 2002
was filed under Item 4 to disclose the engagement of Deloitte
& Touche LLP as the Company's independent auditors for its
current fiscal year ending January 25, 2003, replacing Arthur
Andersen LLP. The Company filed an amendment to its Form 8-K
on April 23, 2002 to include a letter from Arthur Andersen LLP
to the Securities and Exchange Commission which verified the
dismissal of Arthur Andersen LLP and that no disagreements or
reportable events (as described under Section 304 of Regulation
S-K of the Securities and Exchange Act of 1934) had occurred.
A second amendment to the report on Form 8-K was filed on
May 9, 2002 to include a revised letter from Arthur Andersen LLP
to the Securities and Exchange Commission.
A report on Form 8-K dated April 19, 2002 was filed under
Item 2 to announce the closing of the sale of certain assets
relating to the non-healthcare portion of the Company's
Manufacturing and Marketing segment to Cintas Corporation on
April 19, 2002 (the "Cintas Transaction"). The Company will
file the required pro forma financial information related to
the Cintas Transaction as an amendment to its report on Form
8-K as soon as practicable but not later than July 5, 2002.
In the Form 8-K, the Company also reported under Item 5 that
it had entered into an Asset Purchase Agreement dated April
17, 2002 for the sale of certain healthcare assets related to
the Company's Manufacturing and Marketing segment to Medline
Industries, Inc. (the "Medline Transaction"). The Company
further disclosed that it had entered into a Real Estate
Purchase and Sale Agreement for the sale of its distribution
center in Alamo, Tennessee to Medline as a part of the
Medline Transaction.
A report on Form 8-K dated May 17, 2002 was furnished under
Item 9 which included the Quarterly Report to Shareholders
dated May 17, 2002 (and mailed to shareholders on May 23,
2002) as an exhibit, pursuant to Regulation FD.
A report on Form 8-K dated May 17, 2002 was filed under Item
2 to announce the closing of the Medline Transaction. The
Company will file the required pro forma financial
information related to the Medline Transaction as an
amendment to its report on Form 8-K as soon as practicable
but not later than August 2, 2002.
13
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: June 17, 2002 /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)
14
EXHIBIT INDEX
-------------
Exhibit
Number Description
------ -----------
*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.**
10.1 Loan Agreement with LaSalle Bank N.A. et al., dated May 30, 2002.*
15