-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CTqHMJM4E66628lSlyzcF2im3anhFX+dzQ1SqFuCARlqvIT7qbK4txfI3x2UWqtN o9lALFDXACEUAvpyeWr7yA== 0000892626-07-000101.txt : 20070627 0000892626-07-000101.hdr.sgml : 20070627 20070627163629 ACCESSION NUMBER: 0000892626-07-000101 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061231 FILED AS OF DATE: 20070627 DATE AS OF CHANGE: 20070627 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LANDAUER INC CENTRAL INDEX KEY: 0000825410 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 061218089 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09788 FILM NUMBER: 07944137 BUSINESS ADDRESS: STREET 1: TWO SCIENCE RD CITY: GLENWOOD STATE: IL ZIP: 60425 BUSINESS PHONE: 7087557000 MAIL ADDRESS: STREET 1: 2 SCIENCE ROAD CITY: GLENWOOD STATE: IL ZIP: 60425 FORMER COMPANY: FORMER CONFORMED NAME: TECH OPS LANDAUER INC DATE OF NAME CHANGE: 19910521 11-K 1 ldr_8174.txt 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 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) (708) 755-7000 ---------------------------------------------------- (Registrant's Telephone Number, Including Area Code) Landauer, Inc. 401(k) Retirement Savings Plan Index to Financial Statements December 31, 2006 and 2005 Plan Number 003, EIN 06-1218089 Page Report of Independent Registered Public Accounting Firm. . . . . . 1 Financial Statements: Statements of Net Assets Available for Benefits December 31, 2006 and 2005. . . . . . . . . . . . . . . . . 2 Statement of Changes in Net Assets Available For Benefits For the Year Ended December 31, 2006. . . . . . . . . . . . 3 Notes to Financial Statements. . . . . . . . . . . . . . . . 4 Supplemental Schedule: Schedule of Assets (Held at End of Year) as of December 31, 2006 Form 5500, Schedule H, Part IV, Line 4i . . . . . . . . . . 8 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 (the "Plan") as of December 31, 2006 and 2005, and the related statement of changes in net assets available for benefits for the year ended December 31, 2006. 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, 2006 and 2005, and the changes in net assets available for benefits for the year ended December 31, 2006, 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 2006 financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic 2006 financial statements taken as a whole. /s/ Crowe Chizek and Company LLC --------------------------------- Crowe Chizek and Company LLC Oak Brook, Illinois June 27, 2007 1 LANDAUER, INC. 401(k) RETIREMENT SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 2006 AND 2005 PLAN NUMBER 003, EIN 06-1218089 2006 2005 ---------- ---------- ASSETS INVESTMENTS, AT FAIR VALUE (NOTE D). . . . . $9,111,617 $8,565,690 ---------- ---------- NET ASSETS AVAILABLE FOR BENEFITS. . . . . . . $9,111,617 $8,565,690 ========== ========== The accompanying notes are an integral part of these financial statements. 2 LANDAUER, INC. 401(k) RETIREMENT SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEAR ENDED DECEMBER 31, 2006 PLAN NUMBER 003, EIN 06-1218089 ADDITIONS TO NET ASSETS Investment Income (Notes B & D): Net appreciation in fair value of investments. . . . . $ 789,039 Interest and dividends . . . . . . . . . . . . . . . . 411,098 ---------- Total investment income. . . . . . . . . . . . . . 1,200,137 Contributions: Employer . . . . . . . . . . . . . . . . . . . . . . . 120,366 Participant. . . . . . . . . . . . . . . . . . . . . . 641,135 ---------- Total contributions. . . . . . . . . . . . . . . . 761,501 ---------- Total Additions. . . . . . . . . . . . . . . . . . . . 1,961,638 ---------- DEDUCTIONS FROM NET ASSETS Payments to participants . . . . . . . . . . . . . . . . 1,413,836 Administrative expenses. . . . . . . . . . . . . . . . . 1,875 ---------- Total Deductions . . . . . . . . . . . . . . . . . . . 1,415,711 ---------- Net Increase . . . . . . . . . . . . . . . . . . . . . 545,927 Net Assets Available for Benefits, Beginning of Year . . . 8,565,690 ---------- NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR . . . . . . $9,111,617 ========== The accompanying notes are an integral part of these financial statements. 3 LANDAUER, INC. 401(k) RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS -- DECEMBER 31, 2006 AND 2005 PLAN NUMBER 003, EIN 06-1218089 A. 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, eight AllianceBernstein Investment Funds, two Oppenheimer Investment Funds, three Morgan Stanley Investment Funds, two Van Kampen Investment Funds, one Calvert Income Fund, and two Davis Investment Funds. 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. 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. 4 LANDAUER, INC. 401(k) RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS -- DECEMBER 31, 2006 AND 2005 PLAN NUMBER 003, EIN 06-1218089 PAYMENTS OF BENEFITS On termination of service due to death, disability or retirement, a participant 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 591/2 years of age. B. 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 assets 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. Quoted market prices are used to value all investments other than participant loans and money market funds. Shares of mutual funds are valued at the net asset value of shares held by the Plan at year end. Participant loans and money market funds are carried at cost which approximates fair value. Purchases and sales of investments are recorded on a trade-date basis. Dividends are recorded on the ex-dividend date. 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 and stocks. The underlying investment securities are exposed to various risks, such as interest rate, market 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, 2006 and 2005, approximately 16% and 22%, respectively, of the Plan's net assets were invested in Company common stock through the Landauer Stock Fund. 5 LANDAUER, INC. 401(k) RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS -- DECEMBER 31, 2006 AND 2005 PLAN NUMBER 003, EIN 06-1218089 BENEFIT PAYMENTS Benefit payments are recorded when paid. C. 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 allows participants to invest their account balances 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 investments at December 31, 2006 and 2005 was $1,625,682 and $1,274,206, respectively. ADP provides recordkeeping and other administrative services. Fees paid by the Plan to the trustee and recordkeeper totaled $1,875 for the year ended December 31, 2006. 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, 2006 and 2005 was 27,745 shares and 38,795 shares, respectively. The value of these shares at December 31, 2006 and 2005 was $1,455,780 and $1,788,062, respectively. Dividends of $63,720 were paid on these shares for the year ended December 31, 2006. The Plan also allows participants to take loans from their accounts in the Plan. These investments also qualify as party-in-interest and totaled $174,524 and $218,078 at December 31, 2006 and 2005, respectively. D. INVESTMENTS The following table presents investments that represent 5% or more of the Plan's net assets (at fair values). December 31, 2006 2005 ---------- ---------- Landauer Common Stock. . . . . . . . . $1,455,780 $1,788,062 Oppenheimer Quest Balanced Fund. . . . 473,933 449,231 Oppenheimer Small & Mid Cap Value Fund . . . . . . . . . 550,024 494,415 Morgan Stanley Liquid Asset Fund . . . 662,336 452,751 Morgan Stanley Equally Weighted S&P 500 Fund . . . . . . . . . . . . 677,143 538,128 Van Kampen Comstock Fund . . . . . . . 487,407 547,233 Van Kampen Growth & Income Fund. . . . 1,092,031 1,111,824 Calvert Income Fund. . . . . . . . . . 431,082* 430,662 Davis New York Venture Fund. . . . . . 705,368 519,030 Davis Opportunity Fund . . . . . . . . 1,516,662 1,484,101 AllianceBernstein International Growth Fund. . . . . . . . . . . . . 515,545 248,849* * - Shown for comparative purposes only. Investment does not represent 5% or more of the Plan's net assets. 6 LANDAUER, INC. 401(k) RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS -- DECEMBER 31, 2006 AND 2005 PLAN NUMBER 003, EIN 06-1218089 During 2006, the Plan's investments (including those bought, sold, and held during the year) appreciated in fair value as follows: Mutual funds . . . . . . . . . . . . . . . . . $ 571,637 Common stock of the plan sponsor . . . . . . . 217,402 ---------- $ 789,039 ========== The Plan's investments received interest and dividend income of $411,098 for the year ended December 31, 2006. E. 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. F. 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. G. PLAN AMENDMENT Effective in 2005, the Plan was amended to reduce the balance, for which the Plan Administrator will mandatorily cash out a participant's account if the participant does not elect to have such distribution paid directly to an eligible retirement plan in a direct rollover or to receive the distribution directly, to $1,000. 7 LANDAUER, INC. 401(k) RETIREMENT SAVINGS PLAN SCHEDULE OF ASSETS (HELD AT END OF YEAR) AS OF DECEMBER 31, 2006 PLAN SPONSOR: LANDAUER, INC. PLAN NUMBER 003, EIN 06-1218089 FORM 5500, SCHEDULE H, PART IV, LINE 4I
(a) (b) (c) (d) (e) CURRENT IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT COST** VALUE ----------------- ------------------------- ------ ----------- LANDAUER STOCK FUND: * Landauer, Inc. Common stock n/a $1,455,780 * State Street Bank & Trust Short Term Investment Fund n/a 78,920 ---------- 1,534,700 MUTUAL FUNDS: AllianceBernstein 2015 Retirement Strategy Fund n/a 18,196 AllianceBernstein 2020 Retirement Strategy Fund n/a 14,269 AllianceBernstein 2025 Retirement Strategy Fund n/a 153 AllianceBernstein 2030 Retirement Strategy Fund n/a 31,709 AllianceBernstein 2035 Retirement Strategy Fund n/a 1,825 AllianceBernstein 2040 Retirement Strategy Fund n/a 1,181 AllianceBernstein 2045 Retirement Strategy Fund n/a 16,246 Oppenheimer Funds Quest Balanced Fund n/a 473,933 Oppenheimer Funds Small & Mid Cap Value Fund n/a 550,024 * Morgan Stanley Liquid Asset Fund n/a 662,336 * Morgan Stanley US Government Securities Fund n/a 207,283 * Morgan Stanley Equally Weighted S&P 500 Fund n/a 677,143 Van Kampen Comstock Fund n/a 487,407 Van Kampen Growth & Income Fund n/a 1,092,031 Calvert Funds Income Fund n/a 431,082 Davis Funds New York Venture Fund n/a 705,368 Davis Funds Opportunity Fund n/a 1,516,662 AllianceBernstein International Growth Fund n/a 515,545 ---------- 7,402,393 OTHER: * Plan participants Participant Loans (interest rates from 5.00% to 9.25%) - 174,524 ---------- Total assets held for investment $9,111,617 ========== * 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. 8
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 27, 2007 By /s/ Jonathon M. Singer ------------------------------ Jonathon M. Singer Senior Vice President, Treasurer, and Secretary (Principal Financial and Accounting Officer) 9 EX-23.1 2 exh_231.txt EXHIBIT 23.1 - ------------ CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement No. 333-126329 on Form S-8 of Landauer, Inc., of our report dated June 27, 2007, appearing in this Annual Report on Form 11-K of the Landauer, Inc. 401(k) Retirement Savings Plan for the year ended December 31, 2006. /s/ Crowe Chizek and Company LLC ---------------------------------- Crowe Chizek and Company LLC Oak Brook, Illinois June 27, 2007 -----END PRIVACY-ENHANCED MESSAGE-----