ang11k.htm
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, 2006
( )
|
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
FINANCIAL
STATEMENTS
DECEMBER
31, 2006
Contents
Page
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1
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Financial
Statements
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2
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3
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4-7
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Supplementary
Information
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8
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9
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To
the
Retirement Savings Plan Committee
of
Angelica Corporation
We
have
audited the accompanying statements of net assets available for benefits of
The
Angelica Corporation Retirement Savings Plan (the Plan) as of December 31,
2006
and 2005, 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 upon our
audits.
We
conducted our audits 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 consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
Company's internal control over financial reporting. Accordingly, we
express no such opinion. An audit also includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements, 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, 2006 and 2005, 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.
/s/
RubinBrown LLP
St.
Louis, Missouri
June
29,
2007
THE
ANGELICA CORPORATION RETIREMENT SAVINGS PLAN
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2006
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2005
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Assets |
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Investments,
At Fair Value (Note 3)
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$ |
29,331,321
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$ |
28,141,742
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Receivables
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Participant
contributions
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66,410
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64,651
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Employer
contributions
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76,504
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166,903
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Interest
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61,121
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54,845
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Due
from brokers
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--
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4,500
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Total
Receivables
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204,035
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290,899
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Cash
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41,631
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35,683
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Net
Assets Available For Benefits |
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$ |
29,576,987
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$ |
28,468,324
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See
the accompanying notes to financial statements. |
Page 2
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THE
ANGELICA CORPORATION RETIREMENT SAVINGS PLAN
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For
The Years
Ended
December 31,
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2006
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2005
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Additions
To Net Assets Attributed To: |
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Investment
Income
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Net
appreciation in fair value of
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investments
(Note 3)
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$ |
2,935,004
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$ |
717,941
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Interest
and dividends
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65,709
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56,483
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Net
Investment Income
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3,000,713
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774,424
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Contributions
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Participant
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2,138,770
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2,319,845
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Employer
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718,291
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822,349
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Participant
rollover
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272,651
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751,072
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Total
Contributions
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3,129,712
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3,893,266
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Other
Income
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--
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5,171
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Total
Additions
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6,130,425
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4,672,861
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Deductions
From Net Assets Attributed To: |
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Benefits
paid directly to participants
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5,007,090
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5,054,081
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Other
expenses
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14,672
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7,600
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Total
Deductions
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5,021,762
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5,061,681
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Net
Increase (Decrease) |
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1,108,663
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(388,820 |
) |
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Net
Assets Available For Benefits- |
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Beginning
Of Year
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28,468,324
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28,857,144
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Net
Assets Available For Benefits- |
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End
Of Year
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$ |
29,576,987
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$ |
28,468,324
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See
the accompanying notes to financial statements. |
Page 3
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THE
ANGELICA CORPORATION RETIREMENT SAVINGS PLAN
December
31, 2006 And
2005
1.
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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 that
includes a 401(k) provision. The Company is the Plan Administrator
and the assets of the Plan are held in trust by Marshall & Ilsley Trust
Company N.A. (the Custodian and Trustee).
Effective
January 1, 2007, the Company transferred the assets of the Plan to Fidelity
Trust Company, the Plan’s new Custodian and Trustee.
Eligible
Participants
All
employees 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 20% of their annual compensation to the
Plan
through payroll deferrals, subject to Internal Revenue Code
limitations. The Company provides a matching contribution in an
amount equal to 30% of the compensation deferred up to, but not exceeding
6% of
annual compensation. The Company provides a profit sharing
contribution in an amount equal to 0.5% of annual compensation of eligible
participants.
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.
THE
ANGELICA CORPORATION RETIREMENT SAVINGS PLAN
Notes
To Financial Statements
(Continued)
Vesting
Employees
participating in the Plan prior to January 1, 2005 are immediately 100%
vested
in their deferrals and Company contributions plus actual earnings
thereon. Effective January 1, 2005, new Plan participants become
vested in Company contributions over a five-year vesting period. A
participant is 25% vested after two years, increasing 25% each year to
100%
vested after five years.
Payment
Of Benefits
Participants
are entitled to receive the vested balance of their accounts upon death,
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, 2006
bear interest at rates ranging from 4.5% to 10% and are due at various
dates
through March 2026.
Forfeitures
At
December 31, 2006 and 2005, forfeited nonvested accounts totaled approximately
$11,000 and $8,000, respectively. These accounts will be used to reduce
future
employer contributions. During the year ended December 31, 2006, employer
contributions were reduced by approximately $35,000 from forfeited nonvested
accounts.
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 additions to and deductions
from net assets during the reporting period. Actual results could
differ from those estimates.
THE
ANGELICA CORPORATION RETIREMENT SAVINGS PLAN
Notes
To Financial Statements
(Continued)
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.
As
described in Financial Accounting Standards Board Staff Position, FSP
AAG INV-1
and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts
Held
by Certain Investment Companies Subject to the AICPA Investment Company
Guide
and Defined-Contribution Health and Welfare and Pension Plans (the FSP),
investment contracts held by a defined-contribution plan are required
to be
reported at fair value. However, contract value is the relevant
measurement attribute for that portion of the net assets available for
benefits
of a defined-contribution plan attributable to fully benefit-responsive
investment contracts because contract value is the amount participants
would
receive if they were to initiate permitted transactions under the terms
of the
plan. As required by the FSP, the Statement of Net Assets Available
for Benefits presents the fair value of the Stable Principal Fund, which
is
fully-benefit-responsive investment fund. Since the fair value of
this contract also approximates its contract value, the Statement of
Changes in
Net Assets Available for Benefits does not require a separate adjustment
for
reporting the Plan net assets on a contract value basis. The
Statement of Changes in Net Assets Available for Benefits is prepared
on a
contract value basis.
Payment
Of Benefits
Benefits
are recorded when paid.
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
are as follows:
|
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December
31,
|
|
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|
2006
|
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2005
|
|
|
|
|
|
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American
Balanced Fund
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|
$ |
2,455,837
|
|
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$ |
2,483,798
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Washington
Mutual Investors Fund
|
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|
6,257,572
|
|
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|
6,465,204
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M&I
Stable Principal Fund
|
|
|
13,661,486
|
|
|
|
13,309,089
|
|
The
net
appreciation (depreciation) in fair value of investments is:
|
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For
The Years
|
|
|
|
Ended
December 31,
|
|
|
|
2006
|
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2005
|
|
|
|
|
|
|
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Mutual
funds
|
|
$ |
2,410,233
|
|
|
$ |
1,117,597
|
|
Common
stock
|
|
|
524,771
|
|
|
|
(399,656 |
) |
|
|
|
|
|
|
|
|
|
|
|
$ |
2,935,004
|
|
|
$ |
717,941
|
|
The
Plan
is invested in a benefit-responsive Stable Principal Fund with Marshall &
Ilsley Trust Company (M&I). The account is credited with earnings
on the underlying investments and charged for participant withdrawals and
administrative expenses. The Stable Principal Fund is reflected in
the financial statements at fair market value, which is equal to contract
value.
As
described in Note 2, because the Stable Principal Fund is fully
benefit-responsive, contract value is the relevant measurement attribute
for
that portion of the net assets available for benefits attributable to the
stable
value fund. Contract value, as reported to the Plan by M&I,
represents contributions, plus earnings, less participant withdrawals and
administrative expenses. Participants may ordinarily direct the
withdrawal or transfer of all or a portion of their investment at contract
value
under all circumstances including the termination of the plan. The
fund could be limited in its ability to transact with issuers at contract
value
if the fund raises its risk profile or is subject to an extended period of
significant cash outflow.
THE
ANGELICA CORPORATION RETIREMENT SAVINGS PLAN
Notes
To Financial Statements
(Continued)
There
are
no reserves against contract value for credit risk of the contract issuer
or
otherwise. The crediting interest rate is based on a formula agreed
upon with the issuer. Such interest rates are reviewed on
a daily basis for resetting.
The
investments included in this fund have an average yield of 4.47% and 4.00%
for
the years ended December 31, 2006 and 2005 respectively. The average
crediting interest rate was 4.63% and 4.18% at December 31, 2006 and 2005,
respectively.
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. During
2005, the Plan Administrator was working to correct certain insignificant
Plan
operational issues to ensure compliance with the applicable requirements
of the
Internal Revenue Code, the effects of which the Plan Administrator believes
are
not material to the financial statements taken as a whole. The
operational issues were corrected in 2006 and the Plan Administrator believes
the Plan will continue to be treated as qualified and the related trust
continues to be tax exempt.
Although
it has not expressed intent to do so, the Company has the right to terminate
the
Plan, subject to the provisions of the Employee Retirement Income Security
Act
of 1974 (ERISA).
6.
|
Related
Party Transactions
|
Due
to
its affiliation with the Plan, transactions involving Angelica Corporation
common stock qualify as party-in-interest transactions. Marshall
& Ilsley Trust Company N.A. (M&I) is the custodian of the Plan and, as
such, is a party-in-interest. Therefore, the purchase by the Plan of
certain proprietary funds sponsored by M&I constitute party-in-interest
transactions, which are allowable transactions under the ERISA
regulations.
Our
audits were 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. The schedule 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/
RubinBrown LLP
June
29,
2007
THE
ANGELICA CORPORATION RETIREMENT SAVINGS PLAN
EIN:
43-0905260 PLAN NO: 003
December
31, 2006
|
(b)
Identity of Issue,
|
(c)
Description Of Investment Including
|
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Borrower,
Lessor, Or
|
Maturity
Date, Rate Of Interest,
|
(e)
Current
|
(a) |
Similar
Party
|
Collateral,
Par, Or Maturity Value
|
Value
|
|
|
|
|
|
Common
Stock |
|
|
|
|
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|
* |
Angelica
Corporation
|
Common
Stock |
$
1,285,795
|
|
|
|
|
|
|
|
|
|
Mutual
Funds |
|
|
|
American
Funds
|
Balanced
Fund |
2,455,837
|
|
American
Funds
|
Washington
Mutual Investors Fund |
6,257,572
|
|
American
Funds
|
EuroPacific
Growth Fund |
1,365,160
|
|
Calamos
Advisors
|
Calamos
Growth Fund |
824,196
|
|
Fidelity
|
Advisor
Strategic Income Fund |
495,878
|
|
Vanguard
Group
|
Vanguard
500 Index Fund |
1,409,782
|
|
Managers
Investments
|
Managers
Special Equity Fund |
786,595
|
|
Total
Mutual Funds
|
|
13,595,020
|
|
|
|
|
|
|
|
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Money
Market And Securities |
|
|
|
Due
In 1 Year
|
|
|
* |
Marshall
& Ilsley
|
M&I
Stable Principal Fund |
13,661,486
|
|
|
|
|
|
|
|
|
|
Money
Market |
Cash |
41,631
|
|
|
|
|
|
|
|
|
|
Participant
Loans |
Interest
rates ranging from 4.5% - 10%, due |
|
|
|
at
various dates through March 2026
|
789,020
|
|
|
|
|
|
|
|
|
|
|
|
$29,372,952
|
*
Represents a party-in-interest.
The
above information is a required disclosure for IRS
Form 5500, Schedule H, Part IV, line 4i.
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act
of
1934, the trustees (or other persons who administer the employee benefit
plan)
have 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
|
|
|
|
|
|
|
|
By: /s/
James W. Shaffer
|
|
James
W. Shaffer, Member, Retirement
|
|
Savings
Plan Administrator Committee; and
|
|
Vice
President, Chief Financial Officer of
|
|
Angelica
Corporation
|
June 29, 2007
EXHIBIT
INDEX
23.1
|
Consent
of RubinBrown LLP, Independent Registered Public Accounting
Firm
|