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, 2008
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______
Commission file number 1-9788
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
LANDAUER, INC. 401(k) RETIREMENT SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office:
LANDAUER, INC.
(Exact Name of Registrant as Specified in its Charter)
2 Science Road, Glenwood, Illinois 60425
---------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
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(708) 755-7000
(Registrant's Telephone Number, Including Area Code)
LANDAUER, INC. 401(k) RETIREMENT SAVINGS PLAN
FINANCIAL STATEMENTS AND
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
DECEMBER 31, 2008 AND 2007
LANDAUER, INC. 401(k) RETIREMENT SAVINGS PLAN
Plan Number 003, EIN 06-1218089
INDEX TO FINANCIAL STATEMENTS
December 31, 2008 and 2007
Report of Independent Registered Public Accounting Firm . . . . . . 1
FINANCIAL STATEMENTS
Statements of Net Assets Available for Benefits
As of December 31, 2008 and 2007. . . . . . . . . . . . . . 2
Statement of Changes in Net Assets Available For Benefits
For the Year Ended December 31, 2008. . . . . . . . . . . . 3
Notes to Financial Statements
December 31, 2008 and 2007. . . . . . . . . . . . . . . . . 4
SUPPLEMENTAL SCHEDULE
Form 5500, Schedule H, Part IV, Line 4i -
Schedule of Assets (Held at End of Year)
As of December 31, 2008 . . . . . . . . . . . . . . . . . . 10
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Compensation Committee
Landauer, Inc. 401(k) Retirement Savings Plan
Glenwood, Illinois
We have audited the accompanying statements of net assets available for
benefits of the Landauer, Inc. 401(k) Retirement Savings Plan as of
December 31, 2008 and 2007, and the related statement of changes in net
assets available for benefits for the year ended December 31, 2008. 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 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 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, 2008 and 2007, and the changes in net assets available
for benefits for the year ended December 31, 2008 in conformity with U.S.
generally accepted accounting principles.
Our audit was conducted 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. The supplemental schedule is the
responsibility of the Plan's management. The supplemental schedule has
been subjected to the auditing procedures applied in the audit of the basic
2008 financial statements and, in our opinion, is fairly stated in all
material respects in relation to the basic 2008 financial statements taken
as a whole.
/s/ Crowe Horwath LLP
------------------------------
Crowe Horwath LLP
Oak Brook, Illinois
June 16, 2009
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1
LANDAUER, INC. 401(k) RETIREMENT SAVINGS PLAN
Plan Number 003, EIN 06-1218089
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
As of December 31, 2008 and 2007
2008 2007
---------- ----------
ASSETS
Investments, at fair value. . . . . . . . . . $7,338,032 $8,756,583
---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS . . . . . . $7,338,032 $8,756,583
========== ==========
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The accompanying notes are an integral part of these financial statements.
2
LANDAUER, INC. 401(k) RETIREMENT SAVINGS PLAN
Plan Number 003, EIN 06-1218089
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
For the Year Ended December 31, 2008
ADDITIONS TO NET ASSETS
Interest and dividend income. . . . . . . . . . . . . . . . $ 238,889
Contributions:
Employer. . . . . . . . . . . . . . . . . . . . . . . . . 112,357
Participant . . . . . . . . . . . . . . . . . . . . . . . 644,281
----------
Total contributions . . . . . . . . . . . . . . . . . . 756,638
----------
Total Additions . . . . . . . . . . . . . . . . . . . . . . 995,527
DEDUCTIONS FROM NET ASSETS
Net depreciation in fair value of investments . . . . . . . 1,914,660
Benefits paid to participants . . . . . . . . . . . . . . . 497,143
Administrative expenses . . . . . . . . . . . . . . . . . . 2,275
----------
Total Deductions. . . . . . . . . . . . . . . . . . . . . . 2,414,078
----------
NET DECREASE. . . . . . . . . . . . . . . . . . . . . . . . (1,418,551)
NET ASSETS AVAILABLE FOR BENEFITS
Beginning of year . . . . . . . . . . . . . . . . . . . . 8,756,583
----------
End of year . . . . . . . . . . . . . . . . . . . . . . . $7,338,032
==========
|
The accompanying notes are an integral part of these financial statements.
3
LANDAUER, INC. 401(k) RETIREMENT SAVINGS PLAN
Plan Number 003, EIN 06-1218089
NOTES TO FINANCIAL STATEMENTS
December 31, 2008 and 2007
1. DESCRIPTION OF THE PLAN
The following description of the Landauer, Inc. 401(k) Retirement
Savings Plan provides general information. Participants should refer
to the Plan agreement for a more complete description of the Plan's
provisions.
GENERAL
The Plan is a defined contribution salary reduction plan covering all
eligible employees of Landauer, Inc. (the "Company") who are not
covered by a collective bargaining agreement and who are least 21
years of age and completed six months of service, as defined by the
Plan.
Effective January 1, 2002, the Company amended and restated the Plan
by adopting the ADP non-standardized 401(k) profit sharing plan and
trust. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA), as amended.
CONTRIBUTIONS
Each plan participant may make pretax contributions ranging from $50
to the limits set by the Internal Revenue Service.
The Company matches $3 for each $1 of the first $50 of participant
salary reduction contributions for the plan year, plus $0.20 for each
$1 of the next $5,000 of salary reduction contributions for the plan
year.
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's salary
reduction contribution, and allocations of (a) the Company's matching
contribution and (b) account earnings. Each participant's account is
charged with an allocation of administrative expenses paid by the
Plan. The participants have the option to invest at their discretion
into any group of investments selected by the trustees. Currently
these investments include Landauer, Inc. common stock, ten
AllianceBernstein Investment Funds, three Oppenheimer Investment
Funds, five Morgan Stanley Investment Funds, two Van Kampen
Investment Funds, one Calvert Income Fund, two Davis Investment
Funds, one Eaton Vance Investment Fund, one Alger Investment Fund,
and one Victory Investment Fund. The benefit to which a participant
is entitled is the benefit that can be provided from the
participant's vested account.
VESTING
A participant is 100% vested at all times in his or her account that
represents the salary reduction contributions, any rollover amount
accepted by the Plan on his or her behalf, the employer match, and
actual earnings thereon.
4
LANDAUER, INC. 401(k) RETIREMENT SAVINGS PLAN
Plan Number 003, EIN 06-1218089
NOTES TO FINANCIAL STATEMENTS
December 31, 2008 and 2007
PARTICIPANT LOANS
Participants may borrow from $1,000 to $50,000 or fifty percent of
their account balance, whichever is less. Any loan is secured by the
balance in the participant's account and bears interest at 1% over
the prime rate at the time the loan is requested. Loans are required
to be repaid in five years or less. Principal and interest are paid
ratably through payroll deductions.
PAYMENTS OF BENEFITS
On termination of service due to death, disability or retirement, a
participant or designated beneficiary may elect to receive either a
lump-sum amount equal to the value of the participant's vested
interest in his or her account, or equal or substantially equal
annual installments payable over the participant's life expectancy.
In-service withdrawals are allowed after a participant has reached
59-1/2 years of age.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The Plan's financial statements are prepared on the accrual basis of
accounting under U.S. generally accepted accounting principles.
INVESTMENT VALUATION AND INCOME RECOGNITION
Plan investments are stated at fair value, with related gains and/or
losses (both realized and unrealized) being reflected as an increase
or decrease in net assets available for benefits. Purchases and
sales of investments are recorded on a trade-date basis. Interest
income is recorded on the accrual basis. Dividends are recorded on
the ex-dividend date.
In September 2006, the FASB issued Statement No. 157, Fair Value
Measurements (FAS 157). This Statement defines fair value,
establishes a framework for measuring fair value, and expands
disclosures about fair value measurements. Effective January 1,
2008, the Plan adopted FAS 157, which defines fair value as the price
that would be received by the Plan for an asset or paid by the Plan
to transfer a liability (an exit price) in an orderly transaction
between market participants on the measurement date in the Plan's
principal or most advantageous market for the asset or liability.
The adoption of FAS 157 did not have an impact on the Plan's
financial statements.
5
LANDAUER, INC. 401(k) RETIREMENT SAVINGS PLAN
Plan Number 003, EIN 06-1218089
NOTES TO FINANCIAL STATEMENTS
December 31, 2008 and 2007
FAS 157 also establishes a fair value hierarchy which requires the
Plan to maximize the use of observable inputs and minimize the use of
unobservable inputs when measuring fair value. The hierarchy places
the highest priority on unadjusted quoted market prices in active
markets for identical assets or liabilities (level 1 measurements)
and gives the lowest priority to unobservable inputs (level 3
measurements). The three levels of inputs within the fair value
hierarchy are defined as follows:
Level 1: Quoted prices (unadjusted) for identical assets or
liabilities in active markets that the Plan has the ability to
access as of the measurement date.
Level 2: Significant other observable inputs other than level 1
prices such as quoted prices for similar assets or liabilities;
quoted prices in markets that are not active; or other inputs
that are observable or can be corroborated by observable market
data.
Level 3: Significant unobservable inputs that reflect the
Plan's own assumptions about the assumptions that market
participants would use in pricing an asset or liability.
The fair values of the Plan's mutual fund investments and publicly
traded common stocks are determined by obtaining quoted prices on
nationally recognized securities exchanges (level 1 inputs). The
fair values of money market funds are estimated to approximate
deposit account balances, payable on demand, as no discounts for
credit quality or liquidity were determined to be applicable (level 2
inputs). Participant loans are reported at amortized cost, as the
fair value of the loans is not practicable to estimate due to
restrictions placed on the transferability of the loans.
The methods described above may produce a fair value calculation that
may not be indicative of net realizable value or reflective of future
fair values. Furthermore, while the Plan believes its valuation
methods are appropriate and consistent with other market
participants, the use of different methodologies or assumptions to
determine the fair value of certain financial instruments could
result in a different fair value measurement at the reporting date.
Investments measured at fair value on a recurring basis are
summarized below:
Fair Value Measurements at
December 31, 2008 Using
-----------------------------------------
Quoted Prices
in Active
Markets for Significant Other
Identical Assets Observable Inputs
(Level 1) (Level 2)
----------------- -----------------
Investments (other
than participant
loans) $7,036,004 $53,955
|
6
LANDAUER, INC. 401(k) RETIREMENT SAVINGS PLAN
Plan Number 003, EIN 06-1218089
NOTES TO FINANCIAL STATEMENTS
December 31, 2008 and 2007
USE OF ESTIMATES
The preparation of financial statements in conformity with U.S.
generally accepted accounting principles requires management to use
estimates and assumptions that affect the reported amount of assets,
liabilities and changes therein, and disclosure of contingent assets
and liabilities. Actual results could differ from those estimates.
RISKS AND UNCERTAINTIES
The Plan provides for various investment options in mutual funds,
money market funds, and stocks. The underlying investment securities
are exposed to various risks, such as interest rate, market,
liquidity, and credit risks. Due to the level of risk associated
with certain investment securities and the level of uncertainty
related to changes in the value of investment securities, it is at
least reasonably possible that changes in the values of investment
securities will occur in the near term and that such changes could
materially affect the amounts reported in the statement of net assets
available for benefits and participants' individual account balances.
As of December 31, 2008 and 2007, approximately 25% and 16%,
respectively, of the Plan's net assets were invested in Company
common stock through the Landauer Stock Fund.
BENEFIT PAYMENTS
Benefit payments are recorded when paid.
EFFECT OF NEWLY ISSUED, BUT NOT YET EFFECTIVE ACCOUNTING STANDARDS
In April 2009, the Financial Accounting Standards Board (FASB) issued
Staff Position (FSP) No. 157-4, Determining Fair Value When the
Volume and Level of Activity for the Asset or Liability Have
Significantly Decreased and Identifying Transactions That Are Not
Orderly. This FSP emphasizes that even if there has been a
significant decrease in the volume and level of activity, the
objective of a fair value measurement remains the same. Fair value
is the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction (that is, not a forced
liquidation or distressed sale) between market participants. The FSP
provides a number of factors to consider when evaluating whether
there has been a significant decrease in the volume and level of
activity for an asset or liability when compared with normal market
activity. In addition, when transactions or quoted prices are not
considered orderly, adjustments to those prices based on the weight
of available information may be needed to determine the appropriate
fair value. The FSP also requires increased disclosures. This FSP
is effective for annual reporting periods ending after June 15, 2009,
and shall be applied prospectively. Plan management does not expect
the adoption to have a material effect on the Plan's net assets
available for benefits or changes therein.
7
LANDAUER, INC. 401(k) RETIREMENT SAVINGS PLAN
Plan Number 003, EIN 06-1218089
NOTES TO FINANCIAL STATEMENTS
December 31, 2008 and 2007
3. PARTY-IN-INTEREST TRANSACTIONS
Parties-in-interest are defined under Department of Labor regulations
as any fiduciary of the Plan, any party rendering service to the
Plan, the employer, and certain others. The Plan holds investments
in shares of certain mutual funds managed by Morgan Stanley, the
Plan's investment advisor, and a money market fund managed by State
Street Bank and Trust, the Trustee of the Plan. The value of these
combined investments at December 31, 2008 and 2007 was $1,857,921 and
$1,519,657, respectively. ADP Retirement Services provides
recordkeeping and other administrative services. Fees paid by the
Plan to the trustee and recordkeeper totaled $2,275 for the year
ended December 31, 2008.
The Plan also allows participants to invest their account balances in
shares of Landauer, Inc. common stock through the Landauer Stock
Fund. The number of shares of Landauer, Inc. common stock held by
the Plan at December 31, 2008 and 2007 was 25,035 shares and 26,295
shares, respectively. The value of these shares at December 31, 2008
and 2007 was $1,835,096 and $1,363,396, respectively. Dividends of
$57,450 were paid on these shares for the year ended December 31,
2008.
The Plan also allows participants to take loans from their accounts
in the Plan. These investments also qualify as party-in-interest and
totaled $248,073 and $226,614 at December 31, 2008 and 2007,
respectively.
4. INVESTMENTS
The following table presents investments, at fair values, which
represent 5% or more of the Plan's net assets.
December 31,
2008 2007
---------- ----------
Common Stock
------------
Landauer, Inc. Common Stock . . $1,835,096 $1,363,396
Mutual Funds
------------
Oppenheimer Small & Mid Cap
Value Fund. . . . . . . . . . 310,011 * 571,363
Morgan Stanley Liquid
Asset Fund. . . . . . . . . . 1,119,622 707,132
Morgan Stanley US Government
Securities Fund . . . . . . . 404,139 246,416 *
Morgan Stanley Equally
Weighted S&P 500 Fund . . . . 276,262 * 505,744
Van Kampen Growth &
Income Fund . . . . . . . . . 554,392 832,622
Calvert Income Fund . . . . . . 517,242 512,940
Davis New York Venture Fund . . 364,549 * 800,078
Davis Opportunity Fund. . . . . 504,329 1,162,414
AllianceBernstein Interna-
tional Growth Fund. . . . . . 266,137 * 659,895
|
* Shown for comparative purposes only. Investment does not
represent 5% or more of the Plan's net assets.
8
LANDAUER, INC. 401(k) RETIREMENT SAVINGS PLAN
Plan Number 003, EIN 06-1218089
NOTES TO FINANCIAL STATEMENTS
December 31, 2008 and 2007
During 2008, the Plan's investments, including those bought, sold,
and held during the year, appreciated (depreciated) in net fair value
as follows:
Mutual funds. . . . . . . . . . . . . $(2,502,550)
Common stock of the plan sponsor. . . 587,890
-----------
$(1,914,660)
===========
|
The Plan's investments earned interest and dividend income of
$238,889 for the year ended December 31, 2008.
5. INCOME TAX STATUS
The Plan is relying on a favorable opinion letter dated May 3, 2002
issued to Automatic Data Processing Federal Credit Union, the plan
document sponsor. The Plan is not required to file for an individual
determination letter in addition to the opinion letter received from
the Internal Revenue Service. Although the Plan has been amended
since receiving the favorable opinion, the plan administrator
believes that the Plan is designed and is being operated in
accordance with the applicable requirements of the Internal Revenue
Code.
6. PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has
the right under the Plan to discontinue its contributions at any time
and to terminate the Plan subject to the provisions set forth in
ERISA.
7. SUBSEQUENT EVENT - UNAUDITED
Effective April 1, 2009, the Plan was amended, changing benefits
amongst which are (a) accelerate participant eligibility to the first
of the month following 30 days of service; (b) vest Company match
contributions at three years of service from date of hire; (c)
increase the Company match percentage; and (d) add an annual
discretionary profit sharing employer contribution to the Plan.
9
LANDAUER, INC. 401(k) RETIREMENT SAVINGS PLAN
PLAN NUMBER 003, EIN 06-1218089
FORM 5500, SCHEDULE H, PART IV, LINE 4i
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
As of December 31, 2008
(a) (b) (c) (d) (e)
CURRENT
IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT COST** VALUE
----------------- ------------------------- ------ ----------
COMMON STOCK:
* Landauer, Inc. Common stock n/a $ 1,835,096
MONEY MARKET FUNDS:
* State Street Bank & Trust Short Term Investment Fund n/a 53,955
MUTUAL FUNDS:
Eaton Vance Dividend Builder Fund n/a 9,378
AllianceBernstein 2015 Retirement Strategy Fund n/a 17,519
AllianceBernstein 2020 Retirement Strategy Fund n/a 11,157
AllianceBernstein 2025 Retirement Strategy Fund n/a 8,530
AllianceBernstein 2030 Retirement Strategy Fund n/a 36,377
AllianceBernstein 2035 Retirement Strategy Fund n/a 11,020
AllianceBernstein 2040 Retirement Strategy Fund n/a 3,203
AllianceBernstein 2045 Retirement Strategy Fund n/a 49,122
AllianceBernstein 2050 Retirement Strategy Fund n/a 1,017
AllianceBernstein International Growth Fund n/a 266,137
Oppenheimer Quest Balanced Fund n/a 275,877
Oppenheimer Main Street Small Cap Fund n/a 3,007
Oppenheimer Small & Mid Cap Value Fund n/a 310,011
* Morgan Stanley Liquid Asset Fund n/a 1,119,622
* Morgan Stanley Cap Opportunities Fund n/a 3,943
* Morgan Stanley US Government Securities Fund n/a 404,139
* Morgan Stanley Equally Weighted S&P 500 Fund n/a 276,262
Victory Special Value Fund n/a 31,301
Van Kampen Comstock Fund n/a 307,669
Van Kampen Growth & Income Fund n/a 554,392
Calvert Income Fund n/a 517,242
Davis New York Venture Fund n/a 364,549
Davis Opportunity Fund n/a 504,329
Alger Capital Appreciation Fund n/a 115,105
10
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LANDAUER, INC. 401(k) RETIREMENT SAVINGS PLAN
PLAN NUMBER 003, EIN 06-1218089
FORM 5500, SCHEDULE H, PART IV, LINE 4i
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
As of December 31, 2008
(a) (b) (c) (d) (e)
CURRENT
IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT COST** VALUE
----------------- ------------------------- ------ ----------
OTHER:
* Plan participants Participant Loans (interest rates
from 5.00% to 9.25%) -- 248,073
----------
Total assets held for investment $7,338,032
==========
* Represents a party-in-interest.
** All investments are participant or beneficiary directed with respect to assets allocated to individual
participant accounts and therefore cost presentation is not required.
11
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SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
LANDAUER, INC. 401(k) RETIREMENT
SAVINGS PLAN
Date June 17, 2009 By /s/ Jonathon M. Singer
------------------------------
Jonathon M. Singer
Senior Vice President, Finance,
Secretary, Treasurer, and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
|
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