Angelica Form 8K
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): May 16, 2007
Angelica
Corporation
(Exact
name of registrant as specified in its charter)
Missouri
(State
or other jurisdiction of
incorporation)
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1-5674
(Commission
File
Number)
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43-0905260
(I.R.S.
Employer
Identification
No.)
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424
South Woods Mill Road
Chesterfield,
Missouri 63017-3406
(Address
of principal executive office)(Zip Code)
(314)
854-3800
(Registrant's
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Item 7.01 Regulation
FD Disclosure.
On
May 16, 2007, Stephen M. O’Hara, Chairman and Chief Executive Officer of
Angelica Corporation (the “Company”), made a presentation to analysts in which
he gave an outlook of certain financial measures for the Company’s recently
completed first quarter and guidance as to the Company’s expectations for the
balance of the 2007 fiscal year. Specifically, Mr. O’Hara reaffirmed the
following guidance with respect to the Company for the full year of fiscal
2007:
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·
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Fiscal
2007 revenue for the full year is expected to be between $440 million
and
$450 million as compared with $425.7 million for the full fiscal
year
2006;
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·
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Fiscal
2007 earnings before interest, taxes, depreciation and amortization
(EBITDA) for the full fiscal year are expected to be between $37
million
and $41 million as compared with $31.4 million for fiscal 2006; and
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In
addition, Mr. O’Hara gave the following outlook for the recently completed
fiscal 2007 first quarter:
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·
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Operating
issues at the Company’s Edison, New Jersey facility are expected to
negatively impact the first quarter 2007 gross profit by approximately
$1.9 million versus the first quarter of 2006, with a lesser negative
impact in the second quarter 2007; and
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·
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Fiscal
2007 first quarter gross margin is estimated to be between 13.1%
and
13.3%.
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Earnings
before interest, income taxes, depreciation and amortization (EBITDA) does
not
appear as a line item on the Company’s consolidated statements of income under
generally accepted accounting principles (GAAP). Because EBITDA excludes
interest and income taxes, we believe that it provides insight with respect
to
our ongoing operating results irrespective of our capital structure, and because
EBITDA excludes depreciation and amortization, it provides a basis for measuring
our financial performance unrelated to historical costs or carrying values
of
long-lived assets. We are frequently asked by analysts and other investors
about
EBITDA because it is commonly used by them as a measurement of financial
performance to analyze and compare companies on the basis of operating
performance alone. We use EBITDA internally as managers to evaluate our
performance against peer companies as well. Our credit facility also requires
us
to report to our lenders our compliance with certain financial ratios that
are
based in part on EBITDA.
Since
EBITDA is not a measure of financial performance under GAAP, it should not
be
considered in isolation or as an alternative to operating income, as determined
in accordance with GAAP, as a measure of our operating performance, or as an
alternative to cash flows from operating activities, as determined in accordance
with GAAP, as a measure of our liquidity. There are material limitations to
the
use of EBITDA as a financial measure. For example, EBITDA does not measure
the
capital we require to maintain our fixed assets and does not take into account
the total amount of interest we pay on outstanding debt, nor does it show trends
in interest costs due to changes in our level of borrowings or interest rates.
In addition, EBITDA does not necessarily indicate whether cash flows will be
sufficient or available for our cash requirements. Moreover, since EBITDA is
not
defined by GAAP, other companies who disclose EBITDA may not calculate EBITDA
on
exactly the same basis that we do. The following presents a reconciliation
of
EBITDA for the 2006 fiscal year to our reported income from continuing
operations for the 2006 fiscal year (in thousands):
Income
from continuing operations
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$
3,633
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|
Interest
expense
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9,412
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Income
tax benefit
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(1,286
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) |
Depreciation
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15,143
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Amortization
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4,498
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EBITDA
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$
31,400
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The
slide presentation attached as Exhibit 99.1 will be used in the analyst
presentation for the first time on May 16, 2007 and is presented pursuant to
Regulation FD.
The
information in this Current Report on Form 8-K and the exhibit attached hereto
shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liabilities of
that section, unless the Company specifically incorporates either the Current
Report or the exhibit by reference into a document filed under the Securities
Act of 1933 or the Securities Exchange Act of 1934. By furnishing this
information on Form 8-K, the Company makes no admission as to the materiality
of
any information in this report that is required to be disclosed solely by reason
of Regulation FD.
Item
9.01
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Financial
Statements and Exhibits.
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(d)
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Exhibits
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99.1
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Slide
presentation of Angelica Corporation
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*********
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 hereunto
duly authorized.
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ANGELICA
CORPORATION
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Dated:
May 16, 2007
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/s/
Steven L.
Frey
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Steven
L. Frey
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President,
General Counsel and Secretary
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EXHIBIT
INDEX
Exhibit
No.
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Description
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99.1
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Slide
Presentation of Angelica Corporation
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