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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
May 1, 1999 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 June 1, 1999 was 8,678,256 shares.
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<TABLE>
ANGELICA CORPORATION AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS AND SUPPORTING SCHEDULES
FOR MAY 1, 1999 FORM 10-Q QUARTERLY REPORT
<CAPTION>
Page Number Reference
---------------------
Quarterly Report
to
Form 10-Q Shareholders
--------- ------------
<S> <C> <C>
PART I. FINANCIAL INFORMATION:
Consolidated Statements of Income -
First Quarter Ended May 1, 1999 and
May 2, 1998 3
Consolidated Balance Sheets -
May 1, 1999 and January 30, 1999 4
Consolidated Statements of Cash Flows -
First Quarter Ended May 1, 1999
and May 2, 1998 5
Notes to Consolidated Financial
Statements 2
Management's Discussion and Analysis
of Operations and Financial Condition 3-5
Exhibit A - Quarterly Report to
Shareholders 6
PART II. OTHER INFORMATION 7-12
</TABLE>
1
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ANGELICA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTER ENDED MAY 1, 1999
(1) The accompanying consolidated condensed financial statements are
unaudited, and it is suggested that these consolidated statements
be read in conjunction with the fiscal 1999 Annual Report,
including Notes to 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 May 1,
1999, 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 5 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.
2
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<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS
AND FINANCIAL CONDITION
QUARTER ENDED MAY 1, 1999
Analysis of Operations
- ----------------------
Combined sales and textile service revenues decreased 5.9 percent
compared with last year's first quarter, while net income increased 2.6
percent. Revenues of the Textile Services segment decreased 2.0 percent
in the first quarter with the decrease the result of customer losses
exceeding new business gained in the period. Earnings of this segment
increased 2.0 percent benefiting from a pretax gain of $312,000 on the
sale of Textile Services' administration and warehouse facility in
California, completing the consolidation of its administrative offices
and functions into a single location. First quarter sales of the
Manufacturing and Marketing segment decreased 15.6 percent compared with
the same quarter last year as a result of the sale of underperforming
businesses (including the United Kingdom business sold March 1, 1999),
the lack of high volume provided last year by the rollout of the New
York City Transit program and exiting of unprofitable product and market
segments. First quarter earnings increased 8.5 percent aided by better
gross margins and another strong quarter for the Canadian Operations.
Life Retail Stores had a 6.4 percent increase in sales, as a result of a
3.2 percent same-store sales increase together with volume from new
stores and acquisitions. Earnings decreased 41.5 percent, primarily due
to deep discounting in certain geographical areas and the resulting
lower margins.
Selling, general and administrative expenses increased 0.8 percent in
the first quarter compared with the same period last year. These
expenses increased as a percent of combined sales and textile service
revenues from 21.1 percent to 22.6 percent in the first quarter. The
growth in the number of Life Retail stores has contributed to the
increase in selling, general and administrative expenses. Interest
expense was $483,000 lower in the quarter as a result of the repayment
of all short term debt in fiscal 1999.
Financial Condition
- -------------------
The Company had working capital of $141,469,000 and a current ratio of
4.0 to 1 at May 1, 1999, up from $140,386,000 and 2.7 to 1 a year ago
and compared with $136,071,000 and 3.2 to 1 at the beginning of the
year. The ratio of long-term debt to debt-plus-equity was 35.1 percent
at the close of the quarter, approximately the same as a year ago and
down from 35.4 percent at the beginning of the year.
Operating activities provided a total cash flow of $2,276,000 in the
first quarter compared with providing $6,764,000 in the first quarter
last year, with the decrease being due to increased requirements for
working capital. Cash provided by investing activities was $2,267,000
compared with cash used a year ago of $3,912,000. Included in investing
activities were capital expenditures of $1,331,000, $143,000 for
acquisitions and proceeds from sale of assets of $3,741,000. Cash flow
used in financing activities reflects the normal sinking fund payments
of long-term debt and the payment of dividends. No material change in
the Company's future aggregate cash requirements is foreseen at the
present time.
3
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<PAGE>
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.
Year 2000 Compliance
- ---------------------
The Company is working to resolve the effect that the Year 2000 ("Y2K")
issue has on its business and information systems. This process began
in 1996 with a comprehensive impact analysis to determine the scope,
requirements and cost of this effort. All significant systems requiring
modification or replacement have been identified. Currently, the
Company is in various stages of completion on different systems. All
in-house developed software has been modified, tested, and is currently
in production and compliant. Third party software, including packages,
is being made Y2K compliant using a combination of internal resources
and outside contractors and vendors. Compliance letters have been
received from all software vendors stating that they are, or will be,
Y2K compliant. The Company has engaged in a fairly aggressive process
to gain commitments from major suppliers to ensure that their systems
are Y2K compliant. Statements have been received from 100 percent of
major suppliers and from 60 percent of all suppliers. The Company is
also in the midst of addressing its Y2K issues which may not be
information technology based, including contingency options to address
unforeseen problems.
The Company has recently embarked on a comprehensive integrated testing
process. A test lab environment has been created for all business
segments and each production system and its related dependency systems
and processes are being tested against critical 1999 and 2000 dates.
Compliance expectations thus far have been achieved. This integrated
testing process is expected to be fully completed by September, 1999.
While the Company currently believes it will complete its Y2K effort by
October, 1999, failure to do so, or the failure of the Company's major
suppliers, vendors, governmental entities and other third parties with
which the Company has business dealings to modify or replace their
systems, could affect the Company's operations in unforeseen ways and,
thus, have a material adverse effect on the Company's future financial
condition and operating results. The most reasonably likely worst-case
scenario of failure, by the Company or its suppliers, to resolve the Y2K
issue, would be a temporary slowdown of operations at one or more of the
Company's facilities. The Company is currently reviewing contingency
options, including manual alternatives to systems operation, which would
minimize the risks of any such unresolved Y2K problem.
The cost of the Y2K effort is estimated at $2.6 million, of which
approximately $2.4 million has been expended as of May 1, 1999. The Y2K
costs are expensed as incurred, and amounts associated with newly-
purchased software are capitalized. These costs are being funded
through operating cash flows.
4
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Forward-Looking Disclosure
- --------------------------
The Private Securities Litigation Reform Act of 1995 provides a "safe-
harbor" for forward-looking statements. This report contains forward-
looking statements that reflect the Company's current views with
respect to future events, financial resources and Y2K issues. These
forward-looking statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from
historical results or those anticipated. Actual future results and
trends may differ materially from historical results or those
anticipated depending on a variety of factors, including, but not
limited to, competitive and general economic conditions, the achievement
of operating efficiencies and optimizing costs without deterioration in
customer service and the timely resolution of the Y2K issue by the
Company, its customers and suppliers.
5
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[Angelica letterhead]
Exhibit A
May 20, 1999
Dear Shareholder:
I am pleased to report that Angelica has begun fiscal 2000 with a per
share net income increase of 11.5 percent as compared with the first
quarter last year. This exceeded our expectations for the quarter as we
had projected lower comparative income this year as a consequence of an
extraordinary first quarter performance last year. Much of the per
share gain resulted from fewer number of shares outstanding as a result
of our share repurchase program completed in the first quarter.
Combined sales and textile service revenues decreased 5.9 percent to
$121,132,000 in this year's first quarter compared with $128,665,000
last year. Pretax income was up slightly in the quarter to $4,017,000
from $3,917,000, and net income increased 2.6 percent to $2,491,000 from
$2,428,000 in the comparable prior period. Net income per share was
$.29 versus $.26 last year, an increase of 11.5 percent as I have noted.
The Textile Services segment had a decline in first quarter revenue from
$65,856,000 last year to $64,523,000 this year or 2.0 percent. The
revitalized and expanded sales management team for this segment, while
already showing some positive results, has not yet had a significant
impact on top-line growth. The commitment to revenue growth in this
division is being reinforced, and it is expected that the significant
investment in sales management and additional sales representatives will
begin to be reflected in stronger revenue growth as the year progresses.
Operating earnings increased 2.0 percent to $5,107,000 from $5,009,000
in the first quarter last year, as the sale this year of the
administration and warehouse building in California yielded a gain of
$312,000. The sale of this facility marked the completion of the
consolidation of Textile Services' administrative functions in a single
location.
The Manufacturing and Marketing segment's sales for the first quarter
were $40,541,000 compared with $48,032,000 or 15.6 percent below last
year. Since most of the sales decline was, as planned, in product
areas, market segments and business units which were unprofitable,
operating earnings of $1,795,000 in the quarter were 8.5 percent above
last year's $1,654,000. The business operations in the United Kingdom
were sold effective March 1, 1999. This unit was acquired in 1991, and
the results had been unsatisfactory.
In the first quarter, Life Retail Stores had a same-store sales increase
of 3.2 percent, the highest increase since the first quarter of fiscal
1998. Overall, sales increased 6.4 percent compared with the previous
year first quarter, the difference being in new store openings and
acquisitions. Total sales for the quarter were $22,137,000 compared
with $20,798,000 in the same period last year. Since deep discounting
in certain geographic locations continued in the quarter, operating
earnings decreased to $884,000 from $1,510,000 in the previous year, a
reduction of 41.5 percent. Our objective now is to increase sales at
more modest discount levels, which should result in an increase in gross
profit.
Our focus on improving asset use efficiency continued to show positive
results in the quarter. Accounts receivable were reduced by another
$838,000 since last fiscal year end, and days sales outstanding were at
a most impressive 54 days, which compares with 61 days just fifteen
months ago.
<PAGE>
<PAGE>
Inventories were further reduced by $4,993,000 and linens in service
also declined by $1,433,000. As a result of these efforts, and a
slightly improved operating margin, return on net assets for the
corporation increased to 6.4 percent from 5.8 percent for fiscal 1999.
While results for the first quarter were better than expected on a per
share basis, we are not adding to sales and textile service revenues as
quickly as needed in order to add value to Angelica. We now know what
constitutes quality revenue, and we have the foundation in place to
support more aggressive sales growth. We need to increase the amount of
new business that is being generated at Textile Services; we need to add
more sales representatives at Manufacturing and Marketing; and we need
to increase same-store sales at Life Uniform more consistently, and
reduce cost of goods for this segment as well.
Gross margins have improved to 28.1 percent from 26.8 percent despite a
gross margin reduction at Life Retail Stores. It is expected that gross
margins will continue to increase as we produce and source more
effectively. A continuation of more responsible pricing of contracts by
Textile Services and Manufacturing and Marketing will also serve to
improve gross margins.
At Textile Services we have established goals to reduce labor and
utility costs by 20% over the next three-year planning period. At Life
Retail we are evaluating additional distribution channels, and we intend
to be more aggressive in closing down those stores with continuing
operating losses. Our cost optimization efforts continue at
Manufacturing and Marketing. All of these efforts support our goal to
increase productivity throughout the Company.
Our primary focus is still the healthcare market. The demographics
remain positive for market segment growth. The Angelica and Life brand
names are well-known and respected in the healthcare market. We simply
must continue our efforts to be the industry leader in each of our
segments -- Textile Services, Manufacturing and Marketing and Life
Retail. This can only be accomplished if we manage our costs, satisfy
our customers and lead our associates to improved levels of performance.
Your management team is committed to those courses of action.
Based on the first quarter's results, the strength of the economy and
our efforts to add quality revenue, we are confident that we will
achieve our plans for the year. We believe that fiscal 2000 will, once
again, show a significant improvement in value addition over the prior
fiscal year.
Respectfully submitted,
/s/ Don W. Hubble
Don W. Hubble
Chairman, President and
Chief Executive Officer
<PAGE>
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<TABLE>
CONSOLIDATED STATEMENTS OF INCOME
Angelica Corporation and Subsidiaries
Unaudited (Dollars in thousands, except per share amounts)
<CAPTION>
First Quarter Ended
-----------------------------
May 1, 1999 May 2, 1998
------------- -------------
<S> <C> <C>
Textile service revenues $ 64,523 $ 65,856
Net sales 56,609 62,809
------------- -------------
121,132 128,665
------------- -------------
Cost of textile services 50,871 52,255
Cost of goods sold 36,276 41,933
------------- -------------
87,147 94,188
------------- -------------
Gross profit 33,985 34,477
------------- -------------
Selling, general and
administrative expenses 27,316 27,097
Interest expense 2,171 2,654
Other expense, net 481 809
------------- -------------
29,968 30,560
------------- -------------
Income before income taxes 4,017 3,917
Provision for income taxes 1,526 1,489
------------- -------------
Net income $ 2,491 $ 2,428
============= =============
Basic and diluted earnings per share<F*> $ 0.29 $ 0.26
============= =============
Dividends per common share $ 0.24 $ 0.24
============= =============
Comprehensive income consisting of net income and foreign currency
translation adjustments, totaled $3,036 and $2,636 for the quarters
ended May 1, 1999 and May 2, 1998, respectively.
<FN>
<F*> Based upon weighted average number of common and common equivalent
shares outstanding of 8,682,370 and 9,229,683 for fiscal periods of
2000 and 1999, respectively.
</TABLE>
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<TABLE>
CONSOLIDATED BALANCE SHEETS
Angelica Corporation and Subsidiaries
Unaudited (Dollars in thousands)
<CAPTION>
May 1, 1999 January 30, 1999
--------------- ----------------
<S> <C> <C>
ASSETS
- ------
Current Assets:
Cash and short-term investments $ 5,988 $ 6,876
Receivables, less reserve of $3,103 and $2,623 56,402 57,240
Inventories:
Raw material 18,295 20,358
Work in progress 6,374 5,995
Finished goods 58,968 62,277
--------------- ---------------
83,637 88,630
Linens in service 37,597 39,030
Prepaid expenses 4,583 4,310
Income taxes -- 1,303
--------------- ---------------
Total Current Assets 188,207 197,389
--------------- ---------------
Property and Equipment 209,772 213,508
Less -- reserve for depreciation 113,166 111,877
--------------- ---------------
96,606 101,631
--------------- ---------------
Goodwill 6,980 7,096
Other acquired assets 6,368 7,011
Cash surrender value of life insurance 18,885 18,640
Miscellaneous 7,207 7,323
--------------- ---------------
39,440 40,070
--------------- ---------------
Total Assets $ 324,253 $ 339,090
=============== ===============
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
Current Liabilities:
Current maturities of long-term debt $ 3,138 $ 5,841
Accounts payable 22,569 24,635
Accrued expenses 20,967 30,842
Income taxes 64 --
--------------- ---------------
Total Current Liabilities 46,738 61,318
--------------- ---------------
Long-Term Debt, less current maturities 90,184 90,910
Other Long-Term Obligations 20,583 21,059
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 170,124 170,111
Accumulated other comprehensive income (1,739) (2,285)
Common Stock in treasury, at cost: 801,690 and 800,830 (15,305) (15,691)
--------------- ---------------
166,748 165,803
--------------- ---------------
Total Liabilities and Shareholders' Equity $ 324,253 $ 339,090
=============== ===============
</TABLE>
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<TABLE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
Angelica Corporation and Subsidiaries
Unaudited (Dollars in thousands)
<CAPTION>
First Quarter Ended
------------------------------------
May 1, 1999 May 2, 1998
------------- -------------
<S> <C> <C>
Cash Flows from Operating Activities:
Net income $ 2,491 $ 2,428
Non-cash items included in net income:
Depreciation 3,225 3,353
Amortization of acquisition costs 810 852
Change in working capital components,
net of businesses acquired (3,638) 1,464
Other, net (612) (1,333)
------------- -------------
Net cash provided by operating activities 2,276 6,764
------------- -------------
Cash Flows from Investing Activities:
Expenditures for property and equipment, net (1,331) (2,415)
Cost of businesses acquired (143) (1,497)
Proceeds from sale of assets 3,741 -
------------- -------------
Net cash provided by (used in) investing activities 2,267 (3,912)
------------- -------------
Cash Flows from Financing Activities:
Long-term and short-term debt payments (3,429) (3,069)
Dividends paid (2,081) (2,203)
Other, net 79 595
------------- -------------
Net cash used in financing activities (5,431) (4,677)
------------- -------------
Net decrease in cash and short-term investments (888) (1,825)
Balance at beginning of year 6,876 2,833
------------- -------------
Balance at end of period $ 5,988 $ 1,008
============= =============
Supplemental cash flow information:
Income taxes paid $ 172 $ 249
Interest paid $ 1,408 $ 4,406
</TABLE>
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<TABLE>
BUSINESS SEGMENT INFORMATION
Angelica Corporation and Subsidiaries
Unaudited (Dollars in thousands)
<CAPTION>
First Quarter Ended
------------------------------------
May 1, 1999 May 2, 1998
------------- -------------
<S> <C> <C>
Sales and textile service revenues:
Textile Services $ 64,523 $ 65,856
Manufacturing and Marketing 40,541 48,032
Retail Sales 22,137 20,798
Intersegment sales (6,069) (6,021)
------------- -------------
$ 121,132 $ 128,665
============= =============
Earnings:
Textile Services $ 5,107 $ 5,009
Manufacturing and Marketing 1,795 1,654
Retail Sales 884 1,510
Interest, corporate expenses and other, net (3,769) (4,256)
------------- -------------
$ 4,017 $ 3,917
============= =============
</TABLE>
<TABLE>
SUMMARY FINANCIAL POSITION DATA
Angelica Corporation and Subsidiaries
Unaudited (Dollars in thousands, except ratios,
shares and per share amounts)
<CAPTION>
First Quarter Ended
------------------------------------
May 1, 1999 May 2, 1998
------------- -------------
<S> <C> <C>
Working capital $ 141,469 $ 140,386
Current ratio 4.0 to 1 2.7 to 1
Long-term debt $ 90,184 $ 94,973
Shareholders' equity $ 166,748 $ 174,928
Percent long-term debt to debt and equity 35.1% 35.2%
Equity per common share $ 19.23 $ 19.02
Common shares outstanding 8,669,848 9,194,681
</TABLE>
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PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
- -----------------------------------------
(a) See Exhibit Index included herein on page 8.
(b) Reports on Form 8-K - There were no reports on Form 8-K filed for
the first quarter ended May 1, 1999.
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 7, 1999 /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
Controller
(Principal Accounting Officer)
7
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EXHIBIT INDEX
- -------------
Exhibit
Number Exhibit
- ------ -------
<F*>Asterisk indicates exhibits filed herewith.
<F**>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.<F**>
3.2 Current By-Laws of the Company, as last amended August 25,
1998. Filed as Exhibit 3.1 to the Form 10-Q for fiscal quarter
ended August 1, 1998.<F**>
4.1 Shareholder Rights Plan dated August 25, 1998. Filed as Exhibit 1
to Registration Statement on Form 8-A on August 28, 1998.<F**>
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.<F**>
4.3 9.15% Senior Notes to insurance companies due December 31, 2001,
together with Note Agreements and First Amendment thereto. Filed
as Exhibit 4.3 to the Form 10-K for the fiscal year ended
February 1, 1992.<F**>
4.4 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.<F**>
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.<F**>
8
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10.2 Retirement Benefit Agreement between the Company and Alan D.
Wilson dated August 25, 1987. Filed as Exhibit 10.2 to the
Form 10-K for fiscal year ended January 28, 1995.<F**>
10.3 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. Filed as Exhibit 10.3 to
the Form 10-K for fiscal year ended January 30, 1999.<F**>
10.4 Angelica Corporation Stock Option Plan (As amended November 29,
1994). Filed as Exhibit 10.7 to the Form 10-K for fiscal year
ended January 28, 1995.<F**>
10.5 Angelica Corporation Stock Award Plan. Filed as Exhibit 10 to
the Form 10-K for fiscal year ended February 1, 1992.<F**>
10.6 Angelica Corporation Retirement Savings Plan, as amended and
restated. Filed as Exhibit 19.3 to the Form 10-K for fiscal
year ended January 27, 1990, incorporating all amendments
thereto through the date of this filing. The last amendment
thereto was filed as Exhibit 10.33 to the Form 10-K for fiscal
year ended January 30, 1999.<F**>
10.7 Supplemental Plan. Filed as Exhibit 19.10 to the Form 10-K
for fiscal year ended January 27, 1990, incorporating all
amendments thereto through the date of this filing. The last
amendment thereto was filed as Exhibit 10.31 to Form 10-K for
fiscal year ended January 25, 1997.<F**>
10.8 Incentive Compensation Plan (restated). Filed as Exhibit 19.11
to the Form 10-K for fiscal year ended January 27, 1990.<F**>
10.9 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 Form 10-K for fiscal year
ended January 25, 1997.<F**>
10.10 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.<F**>
9
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<PAGE>
10.11 Supplemental and Deferred Compensation Trust. Filed as Exhibit
19.5 to the Form 10-K for fiscal year ended February 1,
1992.<F**>
10.12 Management Retention Trust. Filed as Exhibit 19.4 to the Form
10-K for fiscal year ended February 1, 1992.<F**>
10.13 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.<F**>
10.14 Management Retention and Incentive Plan (restated). Filed as
Exhibit 19.1 to the Form 10-K for fiscal year ended January
26, 1991.<F**>
10.15 Non-Employee Directors Stock Plan. Filed as Exhibit 10.3 to the
Form 10-K for fiscal year ended January 27, 1990, incorporating all
amendments thereto through the date of this filing.<F**>
10.16 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.<F**>
10.17 Restated Angelica Corporation Stock Bonus and Incentive Plan
(Incorporating Amendments Adopted Through October 25, 1994).
Filed as Exhibit 10.20 to the Form 10-K for fiscal year ended
January 28, 1995, incorporating all amendments thereto through
the date of this filing.<F**>
10.18 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 amendment thereto was filed
as Exhibit 10.23 to Form 10-Q for fiscal quarter ended July 27,
1996.<F**>
10.19 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 Form 10-K for fiscal year ended January 31, 1998.<F**>
10
<PAGE>
<PAGE>
10.20 Specimen form of Stock Option Agreement under the Angelica
Corporation Stock Option Plan. Filed as Exhibit 10.20 to the
Form 10-K for fiscal year ended January 27, 1996.<F**>
10.21 Form of Stock Option Agreement under the Angelica Corporation
1994 Performance Plan (filed as Exhibit 10.21 to Form 10-K for
fiscal year ended January 27, 1996) with four of the Company's
executive officers, together with schedule identifying the
officers and setting forth the material details in which the
agreements differ from the form of agreement that is filed.
Filed as Exhibit 10.21 to the Form 10-K for fiscal year ended
January 25, 1997.<F**>
10.22 Form of Indemnification Agreement between the Company and each
of its directors and executive officers, together with a
schedule identifying the directors and executive officers
executing such agreements. Filed as Exhibit 10.22 to the Form
10-K for fiscal year ended January 30, 1999.<F**>
10.23 Employment Agreement between the Company and Theodore M.
Armstrong, dated November 27, 1996. Filed as Exhibit 10.24 to
the Form 10-K for fiscal year ended January 25, 1997.<F**>
10.24 Employment Agreement between the Company and L. Linden Mann,
dated November 27, 1996. Filed as Exhibit 10.26 to the Form
10-K for fiscal year ended January 25, 1997.<F**>
10.25 Employment Agreement between the Company and Alan D. Wilson,
dated April 2, 1997. Filed as Exhibit 10.27 to the Form 10-K
for fiscal year ended January 25, 1997.<F**>
10.26 Employment Agreement between the Company and Michael E.
Burnham, dated April 8, 1997. Filed as Exhibit 10.28 to the
Form 10-K for fiscal year ended January 25, 1997.<F**>
10.27 Employment Agreement between the Company and Thomas M. Degnan,
dated May 1, 1997. Filed as Exhibit 10.29 to the Form 10-Q
for fiscal quarter ended April 26, 1997.<F**>
10.28 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.<F**>
10.29 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.<F**>
10.30 Non-Qualified Stock Option Agreement between the Company and
Don W. Hubble dated January 2, 1998. Filed as Exhibit
11
<PAGE>
<PAGE>
10.32 to the Form 10-K for fiscal year ended January 31,
1998.<F**>
10.31 Description of restricted stock granted to Don W. Hubble
effective January 2, 1998. Filed as Exhibit 10.33 to the Form
10-K for fiscal year ended January 31, 1998.<F**>
10.32 Employment Agreement between the Company and Charles D. Molloy,
Jr., dated February 28, 1997. Filed as Exhibit 10.32 to the
Form 10-K for fiscal year ended January 30, 1999.<F**>
10.33 Employment Agreement between the Company and Steven L. Frey,
dated March 1, 1999. Filed as Exhibit 10.34 to the Form 10-K
for fiscal year ended January 30, 1999.<F**>
27 Financial Data Schedule<F*>
12
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
consolidated financial statements for period ended May 1, 1999 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-29-2000
<PERIOD-START> JAN-31-1999
<PERIOD-END> MAY-01-1999
<CASH> 5,988
<SECURITIES> 0
<RECEIVABLES> 59,505
<ALLOWANCES> (3,103)
<INVENTORY> 121,234
<CURRENT-ASSETS> 188,207
<PP&E> 209,772
<DEPRECIATION> 113,166
<TOTAL-ASSETS> 324,253
<CURRENT-LIABILITIES> 46,738
<BONDS> 90,184
<COMMON> 9,472
0
0
<OTHER-SE> 157,276
<TOTAL-LIABILITY-AND-EQUITY> 324,253
<SALES> 56,609
<TOTAL-REVENUES> 121,132
<CGS> 36,276
<TOTAL-COSTS> 87,147
<OTHER-EXPENSES> 27,433
<LOSS-PROVISION> 364
<INTEREST-EXPENSE> 2,171
<INCOME-PRETAX> 4,017
<INCOME-TAX> 1,526
<INCOME-CONTINUING> 2,491
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,491
<EPS-BASIC> .29
<EPS-DILUTED> .29
</TABLE>
