See accompanying notes to the financial statements.
LANDAUER, INC. 401(k) RETIREMENT SAVINGS PLAN
Plan Number 003, EIN 06-1218089
NOTES to Financial Statements
December 31, 2013 and 2012
1.
DESCRIPTION O
F THE PLAN
The following description of the Landauer, Inc. 401(k) Retirement Savings Plan provides
only
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
are
at least 18 years of age
. Eligible employees may
participate in the Plan the first day of the month following, or coinciding with, 30 days of service.
Effective January 1, 2002, the Company amended and restated the Plan by adopting the ADP non-standardized 401(k) profit sharing plan and trust. Effective April 1, 2009, the Plan was amended, changing benefits as outlined herein. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA), as amended.
Contributions
T
he Plan
has
a qualified automatic contribution arrangement, pursuant to which all eligible employees are enrolled automatically with a 3% tax-deferred contribution rate, unless the employee elects otherwise. These contributions are invested in the Plan
’
s default investment option. Employees may opt out of the automatic enrollment, stop contributions, modify their contribution rate, or change investment elections at any time. Starting the first year after a participant is automatically enrolled in the Plan, the participant
’
s tax-deferred contribution rate is automatically increased by 1% annually, up to a maximum of 6%. This occurs on the first day of each Plan year, and participants may decline such rate increases or elect a different rate.
E
ach plan participant may make pretax contributions up to 80% of eligible compensation. The Company matches 50% of the first 6% of eligible compensation deferred. In addition, the Company may make annual discretionary profit sharing contributions.
For
the year ended December 31, 2013
, t
he Company made a $
343,307
profit sharing contribution
to the Plan
which was paid
in January 2014
. For
the year ended December 31, 2012
, the Company made
a $317,380
profit sh
aring plan contribution to the P
lan
which was paid in January 2013
.
LANDAUER, INC. 401(k) RETIREMENT SAVINGS PLAN
Plan Number 003, EIN 06-1218089
NOTES to Financial Statements
December 31, 2013 and 2012
Participant Accounts
Each participant
’
s account is credited with the participant
’
s salary reduction contribution, and allocations of (a) the Company
’
s matching contribution, (b) account earnings, and (c) the Company
’
s profit sharing contribution, if any. Each participant
’
s account is charged with an allocation of administrative expenses paid by the Plan
and with
the participant’s
withdrawals
.
The participants have the option to invest at their discretion into any group of investments selected by the trustees.
As of December 31, 2013
,
there
were
twenty-
five
investments
available
including:
Landauer Stock Fund,
eight JPMorgan funds, three
Invesco funds, three Morgan Stanley funds,
two ClearBridge
funds,
two Oppenheimer funds,
two Victory funds,
one Alger f
und, one American Century Fund
,
one Federated Investors fund and
one
Pioneer Investments 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 hired prior to April 1, 2009 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.
A participant hired after April 1, 2009 vests in Company match and profit sharing contributions at three years of service from date of hire.
Forfeited Accounts
At December 31
, 2013 and 2012
, forfeited non-vested accounts totaled
$10,938 and $9,699
, respectively.
Forfeitures are used to reduce Company contributions.
Notes Receivable from Participants
Participants may borrow from $500 to $50,000 or fifty percent of their account balance, whichever is less. Any
note
is secured by the balance in the participant
’
s account and bears interest at 1% over the prime rate at the time the
note
is requested.
Note
s
are
required to be repaid in five years or less. Principal and interest are paid ratably through payroll deductions.
Payment 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. Hardship withdrawal is also permitted. In-service withdrawals are allowed after a participant has reached 59½ years of age.
LANDAUER, INC. 401(k) RETIREMENT SAVINGS PLAN
Plan Number 003, EIN 06-1218089
NOTES to Financial Statements
December 31, 2013 and 2012
Administrative
Expenses
Expenses of maintaining the Plan are generally paid by the Company.
Administrative expenses incurred by the Plan were $5,320 for the year ended December 31, 2013.
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.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires the plan administrator to make estimates and assumptions that affect certain reported amounts and disclosures, and actual results may differ from those estimates.
Investment Valuation and Income Recognition
The Plan
’
s investments
are reported at fair value. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.
Net appreciation (depreciation) includes the Plan’s gains and losses on investments bought and sold as well as held during the year.
Risks and Uncertainties
The Plan invests in various investment
s
that, in general, are exposed to various risks, such as interest rate, liquidity, credit risk, and overall market volatility risks. Due to the level of risk associated with certain investment
s
and the sensitivity of certain fair value estimates to changes in valuation assumptions, it is at least reasonably possible that changes in the values of investment
s
may occur in the near term and 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, 2013 and 2012
, approximately
9
%
and 13
%, respectively, of the Plan’s net assets were invested in the Company common stock through the Landauer Stock Fund
.
Notes Receivable from Participants
Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Delinquent notes receivable from participants are recorded as a distribution based upon the terms of the plan document.
Payment of Benefits
Benefit payments are recorded when paid.
Fully Benefit-Responsive Investment Contracts
LANDAUER, INC. 401(k) RETIREMENT SAVINGS PLAN
Plan Number 003, EIN 06-1218089
NOTES to Financial Statements
December 31, 2013 and 2012
While Plan investments are presented at fair value in the statement
s
of net assets available for benefits, any material difference between the fair value of the Plan’s direct and indirect interests in fully benefit-responsive investment contracts and their contract value is presented as an adjustment line in the statement
s
of net assets available for benefits, because contract value is the relevant measurement attribute for that portion of the Plan’s net assets available for benefits. Contract value represents contributions made to a contract, plus earnings, less participant withdrawals and administrative expenses. Participants in fully benefit-responsive
investment
contracts may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value. The Plan holds an indirect interest in such contracts through its investment in
the Investco S
table
V
alue
F
und
which has a fair value of $31,722
at December 31, 2013
. No adjustments from fair value to contract value are presented in the statements of net assets available for benefits
as of December 31, 2013
because the amount
of
any
adjustment
is
immaterial.
Subsequent Event
s
and Commitment
The Plan administrator and Company management have evaluated subsequent events through June 26, 2014, the date on which the financial statements were available to be issued. The following events occurred subsequent to December 31, 2013:
During June 2014, the Plan changed its record keeper and Plan service provider to New York Life Retirement Plan Services. The Plan also merged the 401(k) plans of the Company’s wholly owned subsidiaries into the Plan. These changes are expected to begin on or around June 24, 2014 with an expected completion date of July 26, 2014 (the “transition period”).
As a result of the foregoing, the Company sent notices to its participants, directors and executive officers informing them of a blackout period during the transition.
LANDAUER, INC. 401(k) RETIREMENT SAVINGS PLAN
Plan Number 003, EIN 06-1218089
NOTES to Financial Statements
December 31, 2013 and 2012
3
.
Investments
The following table presents investments, at fair value, which represent 5% or more of the Plan
’
s net assets available for benefits.
|
|
|
|
|
|
December 31,
|
|
|
2013
|
|
2012
|
|
Common Stock
|
|
|
|
|
Landauer, Inc. Common Stock
|
$
1,410,601
|
|
$
1,653,013
|
|
Mutual Funds:
|
|
|
|
|
Alger Capital Appreciation Fund
|
1,766,162
|
|
1,537,944
|
|
Invesco Equally Weighted S&P 500 Fund
|
1,726,765
|
|
1,296,560
|
|
Invesco Van Kampen Comstock Fund
|
1,776,972
|
|
519,687
|
|
Legg Mason ClearBridge Mid Cap Core Fund
|
1,130,106
|
|
774,744
|
|
Morgan Stanley Liquid Asset Fund
|
937,788
|
|
964,116
|
|
Oppenheimer International Growth Fund
|
797,036
|
|
572,752
|
|
During
the year ended December 31,
20
1
3
, the Plan
’
s investments, including those
investments
bought
and
sold,
as well as
h
eld during the year, appreciated
/(depreciated)
in value as follows:
|
|
|
Mutual funds
|
$
|
1,944,690
|
Common stock of the plan sponsor
|
|
(242,080)
|
|
$
|
1,702,610
|
The Plan
’
s investments earned interest and dividend income of $
688,925
for the year ended December 31, 20
1
3
.
4.
FAIR VALUE MEASUREMENTS
Fair value is the price that would be received by the Plan
to sell
an asset or paid by the Plan to transfer a liability in an orderly transaction between market participants
at
the measurement date in the Plan’s principal or most advantageous market for the asset or liability. Fair value measurements are determined by maximizing the use of observable inputs and minimizing the use of unobservable inputs. The hierarchy
gives
the highest priority
to
unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy are de
scribed
as follows:
LANDAUER, INC. 401(k) RETIREMENT SAVINGS PLAN
Plan Number 003, EIN 06-1218089
NOTES to Financial Statements
December 31, 2013 and 2012
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 P
lan’s own assumptions about the
assumptions that
market participants would use in pricing an asset or liability.
In some cases, a valuation technique used to measure fair value may include inputs from multiple levels of the fair value hierarchy. The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy.
The following descriptions of the valuation methods and assumptions used by the Plan to estimate the fair values of investments apply to investments held directly by the Plan.
Registered investment companies and common stock
: The fair values of registered investment companies and common stock investments are determined by obtaining quoted prices on nationally recognized securities exchanges (level 1 inputs).
Money market accounts:
Fair values of money market deposit accounts have been determined to approximate their net asset values (level 2 inputs), with no discounts for credit quality or liquidity restrictions.
Stable
v
alue
f
und
:
Fair values of participation units in the stable value collective trust are based upon the net asset values of such fund, after adjustments to reflect all fund investments at fair value, including direct and indirect interests in fully benefit-responsive contracts, as reported in the audited financial statements of the fund (level 2 inputs). The fund invests in conventional and synthetic investment contracts issued by life insurance companies and other financial
institutions
, with the objective of providing an interest income reasonably obtained under prevailing market conditions and rates, preservation of capital and liquidity to pay plan benefits of its retirement plan investors.
The fund generally provides
for Plan
redemptions at the market value upon 10 days' notice
The methods described
herein
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.
LANDAUER, INC. 401(k) RETIREMENT SAVINGS PLAN
Plan Number 003, EIN 06-1218089
NOTES to Financial Statements
December 31, 2013 and 2012
The following tables set forth by level, within the fair value hierarchy, the plan’s fair value m
easuremen
ts at December 31, 2013
and 2012
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quoted Prices in Active Markets for Identical Assets
|
|
|
Significant Other Observable Inputs
|
|
|
Significant Unobservable Inputs
|
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
At December 31, 2013
|
|
|
|
|
|
|
|
|
|
Money market account
|
|
$
|
-
|
|
$
|
2,143
|
|
$
|
-
|
Landauer, Inc. common stock
|
|
|
1,410,601
|
|
|
-
|
|
|
-
|
Stable value fund
|
|
|
-
|
|
|
31,722
|
|
|
-
|
Registered investment companies
|
|
|
|
|
|
|
|
|
|
Money market fund
|
|
|
937,788
|
|
|
-
|
|
|
-
|
Value
|
|
|
1,846,350
|
|
|
-
|
|
|
-
|
Blended
|
|
|
2,856,871
|
|
|
-
|
|
|
-
|
Fixed income
|
|
|
1,068,713
|
|
|
-
|
|
|
-
|
Growth
|
|
|
2,928,113
|
|
|
-
|
|
|
-
|
International
|
|
|
1,639,143
|
|
|
-
|
|
|
-
|
Lifecycle blended
|
|
|
445,181
|
|
|
-
|
|
|
-
|
Lifecycle equities
|
|
|
1,752,491
|
|
|
-
|
|
|
-
|
Total investments at fair value
|
|
$
|
14,885,251
|
|
$
|
33,865
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2012
|
|
|
|
|
|
|
|
|
|
Money market account
|
|
$
|
-
|
|
$
|
26,077
|
|
$
|
-
|
Landauer, Inc. common stock
|
|
|
1,653,013
|
|
|
-
|
|
|
-
|
Stable value fund
|
|
|
-
|
|
|
18,456
|
|
|
-
|
Registered investment companies
|
|
|
|
|
|
|
|
|
|
Money market fund
|
|
|
964,116
|
|
|
-
|
|
|
-
|
Value
|
|
|
1,491,554
|
|
|
-
|
|
|
-
|
Blended
|
|
|
2,356,736
|
|
|
-
|
|
|
-
|
Fixed income
|
|
|
1,127,958
|
|
|
-
|
|
|
-
|
Growth
|
|
|
1,782,398
|
|
|
-
|
|
|
-
|
International
|
|
|
1,249,934
|
|
|
-
|
|
|
-
|
Lifecycle blended
|
|
|
390,466
|
|
|
-
|
|
|
-
|
Lifecycle equities
|
|
|
1,015,751
|
|
|
-
|
|
|
-
|
Total investments at fair value
|
|
$
|
12,031,926
|
|
$
|
44,533
|
|
$
|
-
|
LANDAUER, INC. 401(k) RETIREMENT SAVINGS PLAN
Plan Number 003, EIN 06-1218089
NOTES to Financial Statements
December 31, 2013 and 2012
There were no significant transfers between Level 1 and Level 2 during the year
s
ended December 31, 2013 and 2012.
LANDAUER, INC. 401(k) RETIREMENT SAVINGS PLAN
Plan Number 003, EIN 06-1218089
NOTES to Financial Statements
December 31, 2013 and 2012
5.
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, 2013
and 201
2 was
$2,102,848
and $1,792,427
, respectively. ADP Retirement Services provides recordkeeping and other administrative services. Fees paid by the Plan to the trustee and recordkeeper totaled
$5,32
0
for
the year ended December 31, 2013
.
The Plan 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, 201
3
and 201
2
was
26,812
shares and 2
7
,
006
shares, respectively. The value of t
hese shares at December 31, 2013
and 201
2
was
$1,410,601
and $1,
653
,01
3
, respectively. Dividends of
$60,610
were paid on these shares for
the year ended December 31, 2013
.
The Plan allows participants to take notes receivable from their accounts in the Plan. These transactions qualify as party-in-interest
. The value of the notes receivable were
$
358
,
967
a
nd $29
3
,
316
at December 31, 201
3
and 201
2
, respectively.
6
.
Income Tax Status
The Plan is relying on a favorable opinion letter dated March 31, 2008 issued to ADP, Inc., 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 from the prototype document that received the favorable opinion letter, the plan administrator believes that the Plan is designed and is
currently
being operated in accordance with the applicable requirements of the Internal Revenue Code.
7
.
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
of
ERISA. In the event of plan termination, participants
would
become 100% vested in their employer contributions and earnings thereon.