UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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, 2001
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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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
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Independent Auditors' Report 5
Statement of Net Assets Available for 6
Plan Benefits - December 31, 2001 and 2000
Statement of Changes in Net Assets 7
Available for Plan Benefits for the
Year Ended December 31, 2001
Notes to Financial Statements 8-10
Supplemental Schedule 11
2
THE ANGELICA
CORPORATION RETIREMENT
SAVINGS PLAN
Financial Statements as of
December 31, 2001 and 2000 and for the
Year Ended December 31, 2001 and
Supplemental Schedule as of
December 31, 2001 and
Independent Auditors' Report
3
THE ANGELICA CORPORATION RETIREMENT SAVINGS PLAN
TABLE OF CONTENTS
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INDEPENDENT AUDITORS' REPORT
FINANCIAL STATEMENTS:
Statements of Net Assets Available for Plan Benefits as of December 31, 2001
and 2000
Statement of Changes in Net Assets Available for Plan Benefits for the
Year Ended December 31, 2001
Notes to Financial Statements
SUPPLEMENTAL SCHEDULE:
Schedule H, 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
To the Board of Directors and Stockholders of
Angelica Corporation:
We have audited the accompanying statement of net assets available for plan
benefits of The Angelica Corporation Retirement Savings Plan (the "Plan")
as of December 31, 2001, and the related statement of changes in net
assets available for plan benefits for the year 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 audit. The financial statements of the Plan as of and for the year
ended December 31, 2000 were audited by other auditors whose report, dated
March 30, 2001, expressed an unqualified opinion on those statements.
We conducted our audit 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
audit provides a reasonable basis for our opinion.
In our opinion, the financial statements present fairly, in all material
respects, the net assets available for plan benefits of the Plan as of
December 31, 2001, and the changes in net assets available for plan benefits
for the year then ended in conformity with accounting principles generally
accepted in the United States of America.
Our audit was conducted 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. The supplemental schedule is the responsibility
of Plan management. The schedule has been subjected to the auditing
procedures applied in our audit of the basic 2001 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 14, 2002
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THE ANGELICA CORPORATION RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 2001 AND 2000
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2001 2000
ASSETS:
Investments, at fair value $38,402,590 $38,089,519
Other assets:
Participant contributions receivable 93,521 101,326
Employer contributions receivable 20,841 22,071
Interest receivable 7,366 29,971
Loan payments receivable 23,515 22,694
Cash 49,574 34,813
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Total assets 38,597,407 38,300,394
LIABILITIES - Refundable participant contributions 131,076 193,435
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NET ASSETS AVAILABLE FOR PLAN BENEFITS $38,466,331 $38,106,959
=========== ===========
See notes to financial statements.
6
THE ANGELICA CORPORATION RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
YEAR ENDED DECEMBER 31, 2001
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ADDITIONS:
Participant contributions $ 2,499,916
Employer contributions 598,873
Participant rollover contributions 77,555
Interest and dividend income 1,830,393
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Total additions 5,006,737
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DEDUCTIONS:
Participant withdrawals 4,176,094
Net depreciation in fair value of investments 459,351
Other deductions 11,920
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Total deductions 4,647,365
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NET INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS 359,372
NET ASSETS AVAILABLE FOR PLAN BENEFITS, BEGINNING OF YEAR 38,106,959
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NET ASSETS AVAILABLE FOR PLAN BENEFITS, END OF YEAR $38,466,331
===========
See notes to financial statements.
7
THE ANGELICA CORPORATION RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2001 AND 2000
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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 (one year, prior to June 1, 1999) 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
savings up to, but not exceeding, 6% of the total amount of
compensation deferred by the participant per year.
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 amounts in the prior year have been
reclassified to conform 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, 2001 and 2000, are as follows:
2001 2000
American Balanced Fund $ 2,638,058 $ 2,209,344
Washington Mutual Investors Fund 11,669,877 11,859,923
Federated Capital Preservation Fund 19,578,994 19,098,035
9
During 2001, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year)
depreciated in value as follows:
Mutual funds $(632,943)
Common stock 173,592
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$(459,351)
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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 year ended
December 31, 2001:
Net assets available for plan benefits per the Form 5500 $38,612,964
Loan payments receivable from the second half of December 2001 23,515
Liability for refundable participant contributions (131,076)
Reduction of loans for December 2001 loan payments (39,072)
-----------
Net assets available for plan benefits per the financial statements $38,466,331
===========
At December 31, 2001, all of the above reconciling items were recorded
within the statement of changes in net assets available for plan
benefits but were not reflected within Form 5500.
* * * * * *
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THE ANGELICA CORPORATION RETIREMENT SAVINGS PLAN
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS HELD FOR
INVESTMENT PURPOSES AT THE END OF THE YEAR
DECEMBER 31, 2001
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NUMBER OF
SHARES OR
IDENTITY OF ISSUER, BORROWER, PRINCIPAL FAIR
LESSOR, OR SIMILAR PARTY AMOUNT VALUE
COMPANY STOCK FUND - Angelica Corporation Common Stock* 91,468 $ 991,512
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CORPORATE BOND FUND - Fidelity Advisor Strategic Income Fund 9,887 99,961
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MUTUAL FUND:
American Balanced Fund 166,439 2,638,058
Washington Mutual Investors Fund 413,093 11,669,877
EuroPacific Growth Fund 19,638 527,666
Federated Max Cap Fund 43,941 1,020,756
Fidelity Aggressive Growth Fund 12,927 245,870
Managers Special Equity Fund 2,775 195,908
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16,298,135
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INTEREST INCOME FUND:
Federated Capital Preservation Fund 1,957,899 19,578,994
Loans to participants, interest rates ranging from 5.25% to 10%* 1,429,687 1,429,687
UMB Money Market* 4,301 4,301
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21,012,982
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TOTAL INVESTMENTS $38,402,590
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<FN>
*Represents a party-in-interest to the Plan.
11
SIGNATURE
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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
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(Registrant)
By: /s/ T. M. Armstrong
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T. M. Armstrong, Administrator
June 28, 2002
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EXHIBIT INDEX
Exhibit No. Description
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23 Independent Auditors' Consent
13