UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM 11-K
(x) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2002
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______________to_______________
Commission file number 1-5674
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
THE ANGELICA CORPORATION
RETIREMENT SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office:
ANGELICA CORPORATION
424 South Woods Mill Road
Chesterfield, Missouri 63017-3406
THE ANGELICA CORPORATION
RETIREMENT SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
Page
----
Independent Auditors' Report 5
Statement of Net Assets Available for 6
Plan Benefits - December 31, 2002 and 2001
Statement of Changes in Net Assets 7
Available for Plan Benefits for the
Years Ended December 31, 2002 and 2001
Notes to Financial Statements 8-10
Supplemental Schedule 11
2
THE ANGELICA CORPORATION
RETIREMENT SAVINGS PLAN
Financial Statements as of
December 31, 2002 and 2001 and for the
Year Ended December 31, 2002 and
Supplemental Schedule as of
December 31, 2002 and
Independent Auditors' Report
3
THE ANGELICA CORPORATION RETIREMENT SAVINGS PLAN
TABLE OF CONTENTS
-------------------------------------------------------------------------------
INDEPENDENT AUDITORS' REPORT
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Plan Benefits as of December 31,
2002 and 2001
Statements of Changes in Net Assets Available for Plan Benefits for the
Year Ended December 31, 2002
Notes to Financial Statements
SUPPLEMENTAL SCHEDULE:
Form 5500, Schedule H, Part IV, Line 4i--Schedule of Assets Held for
Investment Purposes at the End of the Year
Certain supplemental schedules required by Rules and Regulations of the
Department of Labor are omitted because of the absence of conditions under
which they are required.
4
INDEPENDENT AUDITORS' REPORT
Board of Directors and Stockholders
Angelica Corporation:
We have audited the accompanying statements of net assets available for plan
benefits of The Angelica Corporation Retirement Savings Plan (the "Plan") as
of December 31, 2002 and 2001, and the related statements of changes in net
assets available for benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for benefits of the Plan
as of December 31, 2002 and 2001, and the changes in net assets available
for benefits for the years then ended in conformity with accounting
principles generally accepted in the United States of America.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule listed in
the Table of Contents is presented for the purpose of additional analysis
and is not a required part of the basic financial statements but is
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974. This supplemental schedule is the
responsibility of the Plan's management. The supplemental schedule has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
/s/ Deloitte & Touche LLP
June 6, 2003
5
THE ANGELICA CORPORATION RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 2002 AND 2001
-------------------------------------------------------------------------------------------------
2002 2001
ASSETS:
Investments, at fair value $ 31,311,280 $ 38,426,105
Other assets:
Participant contributions receivable 70,549 93,521
Employer contributions receivable 15,608 20,841
Interest receivable 7,656 7,366
Cash 14,055 49,574
------------- -------------
Total assets 31,419,148 38,597,407
LIABILITIES--Refundable participant contributions 24,059 131,076
------------- -------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 31,395,089 $ 38,466,331
============= =============
See notes to financial statements.
6
THE ANGELICA CORPORATION RETIREMENT SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
YEARS ENDED DECEMBER 31, 2002 AND 2001
--------------------------------------------------------------------------------------------------
2002 2001
ADDITIONS:
Participant contributions $ 2,393,750 $ 2,499,916
Employer contributions 532,238 598,873
Participant rollover contributions 1,279 77,555
Net appreciation in fair value of investments - 1,201,796
Interest and dividend income 125,352 169,246
Other additions 7,253 -
------------- -------------
Total additions 3,059,872 4,547,386
------------- -------------
DEDUCTIONS:
Participant withdrawals 9,526,051 4,176,094
Net depreciation in fair value of investments 605,063 -
Other deductions - 11,920
------------- -------------
Total deductions 10,131,114 4,188,014
------------- -------------
NET (DECREASE) INCREASE IN NET ASSETS
AVAILABLE FOR BENEFITS (7,071,242) 359,372
NET ASSETS AVAILABLE FOR PLAN BENEFITS--
Beginning of year 38,466,331 38,106,959
------------- -------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS--
End of year $ 31,395,089 $ 38,466,331
============= =============
See notes to financial statements.
7
THE ANGELICA CORPORATION RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2002 AND 2001
-----------------------------------------------------------------------------
1. DESCRIPTION OF PLAN
The following description of The Angelica Corporation Retirement
Savings Plan (the "Plan") is provided for general information purposes
only. More complete information regarding the Plan's provisions may be
found in the plan documents.
GENERAL--The Plan, as amended and restated, was adopted by the Board
of Directors of Angelica Corporation (the "Company") to provide
participants an opportunity to defer portions of their earnings so as
to provide supplementary retirement income and a measure of economic
security. The Company is the Plan Administrator and the assets of the
Plan are held in trust by UMB Bank (the "Trustee").
ELIGIBLE PARTICIPANTS--The participating employers in the Plan are the
Company and its subsidiaries. All full-time employees who are
residents of the United States and who have either (i) completed six
months of service with the Company and are age 21 or older or (ii)
completed two years of service, are eligible to participate in the
Plan, except for certain classifications of employees who are excluded
from plan eligibility (as defined by the Plan).
CONTRIBUTIONS--Eligible employees may contribute up to 12% of their
annual compensation to the Plan through payroll deferrals. For each
plan year beginning on and after January 1, 2000, the Company provides
a matching contribution in an amount equal to 30% of the deferred
amount up to, but not exceeding a deferred amount equal to 6% of
annual compensation.
PARTICIPANT ACCOUNTS--Each participant's account is credited with the
participant's contribution and an allocation of the Company's
contribution and Plan earnings. Allocations are based on participant
earnings or account balances, as defined. The benefit to which a
participant is entitled is the benefit that can be provided from the
participant's vested account.
VESTING--The salary deferral and Company matching contributions of
each participant's account and earnings thereon are fully vested and
nonforfeitable at all times.
BENEFITS--Participants are entitled to receive the balance of their
accounts upon death, total disability, retirement or termination of
employment, or upon request after reaching age 59-1/2. Participants
who have suffered a hardship (as defined by the Internal Revenue
Service and the Plan) may also withdraw all or any portion of their
account balances. Benefits are recorded upon distribution.
LOAN PROVISION--The Plan allows participants to borrow from their
accounts, subject to certain limitations. Loans bear interest at the
prime rate plus 1/2% at the time the loan was made. All loans are
secured by the participant's account and are repayable in installments
by payroll deductions.
INVESTMENT PROGRAMS--Upon enrollment or re-enrollment, each
participant shall direct that his or her contributions be invested in
one or more of the investment options below in any increment amount as
long as their total increments equal 100%. Such direction may be
revised by participants on a monthly basis. The investment programs of
the Plan are as follows:
Company Stock Fund--This fund is invested in Angelica Corporation
Common Stock.
8
Mutual Fund--Each participant may choose to invest in the American
Balanced Fund, the EuroPacific Growth Fund, the Federated Max Cap
Fund, the Fidelity Aggressive Growth Fund, the Managers Special
Equity Fund and/or the Washington Mutual Investors Fund.
Corporate Bond Fund--This fund is invested in the Fidelity Advisor
Strategic Income Fund.
Interest Income Fund--This fund is invested in group annuity
contracts with the Federated Capital Preservation Fund.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING--The financial statements of the Plan are
maintained on an accrual basis. The Plan's investments are stated at
fair value, as determined by the Trustee, based on publicly stated
price information. The average cost method is used to determine the
cost of securities sold. Investments in group annuity contracts are
stated at contract value, which approximates fair value.
ADMINISTRATIVE EXPENSES--Costs of administering the Plan are generally
borne by the Company and are not charged to the Plan.
USE OF ESTIMATES--The preparation of financial statements in
conformity with accounting principles generally accepted in the United
States of America requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of additions to and
deductions from net assets available for plan benefits during the
reporting period. Actual results could differ from those estimates.
The Plan invests in various securities that, in general, are exposed
to various risks, such as interest rate, credit and small market
volatility. Due to the level of risk associated with certain
investment securities it is reasonably possible that change in the
values of investment securities will occur in the near term and that
such changes could materially affect the amounts reported in the
statements of net assets available for plan benefits.
RECLASSIFICATIONS--Certain reclassifications have been made to conform
the prior year amounts to the current year presentation.
3. INVESTMENTS
The Trustee of the Plan holds the Plan's investments and executes
transactions therein.
The fair values of individual assets that represent 5% or more of the
Plan's net assets as of December 31, 2002 and 2001, are as follows:
2002 2001
American Balanced Fund $ 2,159,668 $ 2,209,344
Washington Mutual Investors Fund 7,871,116 11,859,923
Federated Capital Preservation Fund 17,165,822 19,098,035
9
During 2002 and 2001, the Plan's investments (including gains and
losses on investments bought and sold, as well as held during the
year) appreciated (depreciated) in value as follows:
2002 2001
Mutual funds $ (1,369,255) $ 1,028,204
Common stock 764,192 173,592
------------- ------------
$ (605,063) $ 1,201,796
============= ============
4. INCOME TAX STATUS
The Company has received a determination letter dated June 17, 2002,
from the Internal Revenue Service stating that the Plan qualifies
under the Internal Revenue Code; as such, the Plan is exempt from
federal income tax, and amounts contributed by the Company and its
employees are not taxable to the participants until distributions from
the Plan are made.
5. TERMINATION OF THE PLAN
The Company reserves the right to terminate its participation in the
Plan, although it has not expressed any intent to do so.
6. RELATED PARTY TRANSACTIONS
Money market shares are held by UMB Bank. UMB Bank is the trustee of
the Plan assets, therefore, transactions involving these funds qualify
as party-in-interest.
Because of its affiliation with the Plan, transactions involving the
Angelica Corporation Stock fund qualifies as party-in-interest.
7. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for plan
benefits from the financial statements to Form 5500 for the years
ended December 31, 2002 and 2001:
2002 2001
Net assets available for plan benefits per the financial statements $ 31,395,089 $ 38,466,331
Liability for refundable participant contributions recorded in the 24,059 131,076
financial statements and not in the Form 5500
Benefit claims payable recorded in the Form 5500 and not in the
financial statements (847) -
Other items recorded in the Form 5500 and not in the
financial statements - 15,557
------------ ------------
Net assets available for plan benefits per the Form 5500 $ 31,418,301 $ 38,612,964
============ ============
* * * * * *
10
THE ANGELICA CORPORATION RETIREMENT SAVINGS PLAN
FORM 5500, SCHEDULE H, PART IV, LINE 4i--SCHEDULE OF ASSETS HELD FOR
INVESTMENT PURPOSES AT THE END OF THE YEAR
DECEMBER 31, 2002
-------------------------------------------------------------------------------------------------------
NUMBER OF
SHARES OR
IDENTITY OF ISSUE, BORROWER, PRINCIPAL FAIR
LESSOR, OR SIMILAR PARTY AMOUNT VALUE
COMPANY STOCK FUND--Angelica Corporation Common Stock* 64,446 $ 1,330,807
------------
CORPORATE BOND FUND--Fidelity Advisor Strategic Income Fund 19,160 197,925
------------
MUTUAL FUNDS:
American Balanced Fund 149,769 2,159,668
Washington Mutual Investors Fund 334,799 7,871,116
EuroPacific Growth Fund 19,643 451,206
Federated Max Cap Fund 36,796 654,599
Fidelity Aggressive Growth Fund 16,359 183,059
Managers Special Equity Fund 4,219 232,384
------------
11,552,032
------------
INTEREST INCOME FUNDS:
Federated Capital Preservation Fund 1,716,582 17,165,822
Loans to participants, interest rates ranging from 4.75% to 10%* 1,064,668 1,064,668
UMB Money Market* 26 26
------------
18,230,516
------------
TOTAL INVESTMENTS $ 31,311,280
============
*Represents a party-in-interest to the Plan.
11
SIGNATURE
---------
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this report
on Form 11-K to be signed on its behalf by the undersigned, thereunto duly
authorized.
THE ANGELICA CORPORATION
RETIREMENT SAVINGS PLAN
-----------------------
(Registrant)
By: /s/ T. M. Armstrong
-----------------------------------------
T. M. Armstrong, Member of the Committee
under the Angelica Corporation Retirement
Savings Plan
By: /s/ Melva Ruff Pete
-----------------------------------------
Melva Ruff Pete, Member of the Committee
under the Angelica Corporation Retirement
Savings Plan
July 14, 2003
12
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
23 Independent Auditors' Consent
13