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, 2003
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
FINANCIAL STATEMENTS AND EXHIBITS
Financial Statements and Schedule
Reports Of Independent Registered Public Accounting Firms
Statement Of Net Assets Available For Benefits
Statement Of Changes In Net Assets Available For Benefits
Notes To Financial Statements
Report Of Independent Registered Public Accounting Firm On Supplementary
Information
Schedule Of Assets Held For Investment Purposes At End Of Year
Exhibits
23.1 Consent Of Rubin, Brown, Gornstein & Co. LLP, Independent
Registered Public Accounting Firm
23.2 Consent of Deloitte & Touche LLP, Independent Registered Public
Accounting Firm
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THE ANGELICA CORPORATION
RETIREMENT SAVINGS PLAN
FINANCIAL STATEMENTS
DECEMBER 31, 2003
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CONTENTS
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PAGE
REPORTS OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRMS......................................................1 - 2
FINANCIAL STATEMENTS
Statement Of Net Assets Available For Benefits............................3
Statement Of Changes In Net Assets Available For
Benefits..............................................................4
Notes To Financial Statements ........................................5 - 8
SUPPLEMENTARY INFORMATION
Report Of Independent Registered Public Accounting
Firm On Supplementary Information.....................................9
Schedule Of Assets Held At End Of Year...................................10
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Retirement Savings Plan Committee
of Angelica Corporation
We have audited the accompanying statement of net assets available for
benefits of The Angelica Corporation Retirement Savings Plan (the "Plan") as
of December 31, 2003, and the related statement of changes in net assets
available for 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.
We conducted our audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States). 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 referred to above present fairly,
in all material respects, the net assets available for benefits of the Plan
as of December 31, 2003, and the changes in net assets available for
benefits for the year then ended in conformity with accounting principles
generally accepted in the United States of America.
/s/ Rubin, Brown, Gornstein & Co. LLP
St. Louis, Missouri
June 16, 2004
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Retirement Savings Plan Committee
of Angelica Corporation
We have audited the accompanying statement of net assets available for
benefits of The Angelica Corporation Retirement Savings Plan (the "Plan") as
of December 31, 2002, and the related statement of changes in net assets
available for 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.
We conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States). 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, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December
31, 2002, and the changes in net assets available for benefits for the year
then ended in conformity with accounting principles generally accepted in
the United States of America.
/s/ Deloitte & Touche LLP
June 6, 2003
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THE ANGELICA CORPORATION RETIREMENT SAVINGS PLAN
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STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31,
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2003 2002
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ASSETS
Investments, at fair value (Note 3) $31,112,864 $31,311,280
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Receivables:
Participant contributions 55,195 70,549
Employer contributions 12,250 15,608
Interest 7,055 7,656
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Total receivables 74,500 93,813
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Cash -- 14,055
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TOTAL ASSETS 31,187,364 31,419,148
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LIABILITIES
Refundable participant contributions -- 24,059
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NET ASSETS AVAILABLE FOR BENEFITS $31,187,364 $31,395,089
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See the accompanying notes to financial statements. Page 3
THE ANGELICA CORPORATION RETIREMENT SAVINGS PLAN
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STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS
ENDED DECEMBER 31,
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2003 2002
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ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment Income (Loss):
Net appreciation (depreciation) in fair
value of investments (Note 3) $ 3,615,677 $ (605,063)
Interest and dividend income 108,138 125,352
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Net Investment Income (Loss) 3,723,815 (479,711)
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Contributions:
Participant 1,729,471 2,393,750
Employer 397,809 532,238
Participant rollover 3,099 1,279
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Total Contributions 2,130,379 2,927,267
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Other Income 3,007 7,253
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TOTAL ADDITIONS 5,857,201 2,454,809
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DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Benefits paid directly to participants 6,050,271 9,526,051
Other expenses 14,655 --
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TOTAL DEDUCTIONS 6,064,926 9,526,051
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NET DECREASE (207,725) (7,071,242)
NET ASSETS AVAILABLE FOR BENEFITS -
BEGINNING OF YEAR 31,395,089 38,466,331
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NET ASSETS AVAILABLE FOR BENEFITS -
END OF YEAR $31,187,364 $31,395,089
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See the accompanying notes to financial statements. Page 4
THE ANGELICA CORPORATION RETIREMENT SAVINGS PLAN
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NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002
1. DESCRIPTION OF THE PLAN
The following description of The Angelica Corporation Retirement
Savings Plan (the "Plan") provides only general information.
Participants should refer to the Plan documents for a more complete
description of the Plan's provisions.
GENERAL
The Plan, as amended and restated, was adopted by the Board of
Directors of Angelica Corporation (the "Company") and is a defined
contribution profit sharing plan which includes a 401(k) provision.
The Company is the Plan Administrator and the assets of the Plan
are held in trust by UMB Bank (the "Custodian").
ELIGIBLE PARTICIPANTS
All full-time, non-union 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 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. Earnings allocations are based on the performance of
the investment choices of each participant. 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.
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THE ANGELICA CORPORATION RETIREMENT SAVINGS PLAN
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Notes To Financial Statements (Continued)
PAYMENT OF 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 Plan) may also
withdraw a portion of their account balances.
PARTICIPANT LOANS
The Plan allows participants to borrow from their account, subject
to certain limitations. Loans bear interest at the prime rate plus
0.5% at the time the loan is made. All loans are secured by the
participant's account. Principal and interest are paid ratably
through payroll deductions. The outstanding participant loans at
December 31, 2003 bear interest at rates ranging from 4.5% to 10%
and are due at various dates through December 2008.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ESTIMATES AND ASSUMPTIONS
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, disclosure
of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
BASIS OF ACCOUNTING
The financial statements of the Plan are prepared under the accrual
method of accounting.
INVESTMENT VALUATION AND INCOME RECOGNITION
Investments in mutual funds are valued at reported net asset value
at December 31 as determined by the fund manager.
Investment income is recorded as earned on the accrual basis.
PAYMENT OF BENEFITS
Benefits are recorded when paid.
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THE ANGELICA CORPORATION RETIREMENT SAVINGS PLAN
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Notes To Financial Statements (Continued)
3. INVESTMENTS
The Custodian of the Plan holds the Plan's investments and executes
related investment transactions.
The fair value of individual assets that represent 5% or more of
the Plan's net assets as of the beginning of the Plan year are as
follows:
DECEMBER 31,
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2003 2002
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American Balanced Fund $ 2,627,722 $ 2,159,668
Washington Mutual Investors Fund 9,112,714 7,871,116
Federated Capital Preservation Fund 14,731,452 17,165,822
The net appreciation (depreciation) in fair value of investments are:
FOR THE YEARS
ENDED DECEMBER 31,
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2003 2002
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Mutual funds $3,607,632 $(1,369,255)
Common stock 8,045 764,192
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$3,615,677 $ (605,063)
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4. TAX STATUS
The Plan obtained its latest determination letter on June 17, 2002
in which the Internal Revenue Service stated that the Plan, as then
designed, was in compliance with the applicable requirements of the
Internal Revenue Code. The Plan has been amended since receiving
the determination letter. The Plan Administrator and the Plan's tax
counsel believe the Plan is correctly designed and operated in
accordance with the applicable requirements of the Internal Revenue
Code. Therefore, the Plan Administrator believes the Plan is
qualified and the related trust tax exempt.
5. PLAN TERMINATION
Although it has not expressed intent to do so, the Company has the
right to terminate the Plan, subject to the provisions of ERISA.
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THE ANGELICA CORPORATION RETIREMENT SAVINGS PLAN
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Notes To Financial Statements (Continued)
6. RELATED PARTY TRANSACTIONS
Due to its affiliation with the Plan, transactions involving
Angelica Corporation Common Stock qualify as party-in-interest
transactions.
7. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for
benefits from the financial statements to Form 5500 for the years
ended December 31, 2003 and 2002:
2003 2002
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Net assets available for benefits per the financial
statements $31,187,364 $31,395,089
Liability for refundable participant contributions
recorded in the financial statements and not in
the Form 5500 -- 24,059
Benefit claims payable recorded in the Form 5500
and not in the financial statements -- (847)
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Net assets available for benefits per the
Form 5500 $31,187,364 $31,418,301
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8. SUBSEQUENT EVENTS
Effective February 1, 2004 Marshall & Ilsley Trust Company, N.A.
completed the purchase of the employee benefit plans business of
UMB Bank and became the new custodian of the Plan.
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REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM ON SUPPLEMENTARY INFORMATION
Our audit was performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets
held at end of year 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 and has been subjected to the
auditing procedures applied in the audit 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/ Rubin, Brown, Gornstein & Co. LLP
St. Louis, Missouri
June 16, 2004
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THE ANGELICA CORPORATION RETIREMENT SAVINGS PLAN
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EIN: 43-0905260 PLAN NO: 003
SCHEDULE OF ASSETS HELD AT END OF YEAR
DECEMBER 31, 2003
CURRENT
IDENTITY OF ISSUER DESCRIPTION OF INVESTMENT VALUE
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COMMON STOCK
Angelica Corporation* Common Stock $ 1,118,621
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MUTUAL FUNDS
Fidelity Advisor Strategic Income Fund 411,696
American Funds Balanced Fund 2,627,722
American Funds Washington Mutual Investors Fund 9,112,714
American Funds EuroPacific Growth Fund 576,999
Federated Max Cap Fund 853,428
Fidelity Aggressive Growth Fund 311,538
Managers Distributors,
Inc. Managers Special Equity Fund 407,730
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TOTAL MUTUAL FUNDS 14,301,827
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MONEY MARKET AND SECURITIES
DUE IN 1 YEAR
Federated Capital Preservation Fund 14,731,452
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PARTICIPANT LOANS Interest rates ranging from 4.5% -
10%, due at various dates through
December 2008 960,964
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$31,112,864
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* Represents a party-in-interest.
The above information is a required disclosure for IRS Form 5500, Schedule
H, Part IV, line 4i.
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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/ James W. Shaffer
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James W. Shaffer, Member of the
Committee under the Angelica
Corporation Retirement Savings Plan
By: /s/ Alan VanDyke
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Alan VanDyke, Member of the Committee
under the Angelica Corporation
Retirement Savings Plan
June 28, 2004
EXHIBIT INDEX
Exhibit No. Description
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23.1 Consent Of Rubin, Brown, Gornstein & Co. LLP, Independent
Registered Public Accounting Firm
23.2 Consent Of Deloitte & Touche LLP, Independent Registered
Public Accounting Firm