SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
[ X ] QUARTERLY REPORT pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended June 30, 2002
or
[ ] TRANSITION REPORT pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the transition from ____________ to ___________
Commission File Number 1-9788
LANDAUER, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 06-1218089
- ------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2 Science Road, Glenwood, Illinois 60425
----------------------------------------------------
(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code (708) 755-7000
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [ X ] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Class Outstanding at August 12, 2002
---------------------------- ------------------------------
Common stock, $.10 par value 8,773,910
1
PART I. FINANCIAL INFORMATION
LANDAUER, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(000's)
ASSETS
------
June 30, September 30,
2002 2001
--------- -------------
(Derived from
audited
(Unaudited) statements)
Current assets:
Cash and cash equivalents . . . . $ 6,468 $ 7,055
Short-term investments. . . . . . 300 387
Accounts receivable, less
allowances of $405 at 6/30/02
and $368 at 9/30/01 . . . . . . 13,987 11,713
Inventories . . . . . . . . . . . 1,883 1,693
Prepaid expenses. . . . . . . . . 2,385 707
-------- --------
Current assets. . . . . . . 25,023 21,555
Property, plant and equipment,
at cost. . . . . . . . . . . . . 38,519 35,417
Less: Accumulated depreciation
and amortization. . . . . . . 21,093 18,917
-------- --------
Net property, plant and
equipment . . . . . . . . . . . 17,426 16,500
Goodwill & other intangible
assets net of amortization. . . 9,401 7,216
Equity in joint venture . . . . . 2,628 2,331
Dosimetry devices, net of
amortization. . . . . . . . . . 3,271 2,585
Other assets. . . . . . . . . . . 310 363
-------- --------
$ 58,059 $ 50,550
======== ========
The accompanying notes are an integral
part of these financial statements.
2
LANDAUER, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets (Cont'd.)
(000's, except share amounts)
LIABILITIES AND STOCKHOLDERS' INVESTMENT
----------------------------------------
June 30, September 30,
2002 2001
--------- -------------
(Derived from
audited
(Unaudited) statements)
Current liabilities:
Accounts payable. . . . . . . . . $ 1,464 $ 627
Deferred contract revenue . . . . 12,524 10,890
Dividend payable. . . . . . . . . 3,071 3,055
Accrued compensation and
related costs . . . . . . . . . 1,976 2,242
Accrued pension costs . . . . . . 1,784 1,831
Accrued taxes on income . . . . . 386 306
Accrued expenses. . . . . . . . . 2,453 1,842
-------- --------
Current liabilities . . . . . 23,658 20,793
Minority interest in subsidiary . . 750 114
-------- --------
Stockholders' investment:
Preferred stock, $.10 par
value per share -
Authorized - 1,000,000 shares
Outstanding - None. . . . . . . -- --
Common stock,
$.10 par value per share -
Authorized - 20,000,000 shares
Outstanding - 8,773,910 shares
at 6/30/02 and 8,729,031
shares at 9/30/01 . . . . . . 877 873
Additional paid in capital. . . . 10,815 9,876
Cumulative translation
adjustments . . . . . . . . . . (578) (826)
Retained earnings . . . . . . . . 22,537 19,720
-------- --------
Total stockholders'
investment. . . . . . . . . 33,651 29,643
-------- --------
$ 58,059 $ 50,550
======== ========
The accompanying notes are an integral
part of these financial statements.
3
LANDAUER, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Income
(000's, except per share amounts)
(Unaudited)
Three Months Ended Nine Months Ended
-------------------- ---------------------
June 30, June 30, June 30, June 30,
2002 2001 2002 2001
--------- --------- --------- ---------
Net Revenues. . . . . . . $ 14,844 $ 12,941 $ 43,288 $ 39,503
Cost and expenses:
Cost of revenues. . . . 5,471 4,640 15,208 14,208
Selling, general and
administrative. . . . 3,544 2,975 10,211 9,251
-------- -------- -------- --------
9,015 7,615 25,419 23,459
-------- -------- -------- --------
Operating Income. . . . . 5,829 5,326 17,869 16,044
Gain recognized on
exchange of assets. . . 786 -- 786 --
Equity in income of
joint venture . . . . . 231 94 570 428
Other income, net . . . . 24 35 99 91
-------- -------- -------- --------
Income before income
taxes and minority
interest. . . . . . . . 6,870 5,455 19,324 16,563
Income taxes. . . . . . . 2,510 1,970 7,174 6,012
Income before
minority interest . . . 4,360 3,485 12,150 10,551
Minority interest . . . . 126 6 143 26
-------- -------- -------- --------
Net income. . . . . . . . $ 4,234 $ 3,479 $ 12,007 $ 10,525
======== ======== ======== ========
Net income per common share:
Basic . . . . . . . . . $ 0.48 $ 0.40 $ 1.37 $ 1.21
======== ======== ======== ========
Based on average shares
outstanding . . . . . 8,774 8,689 8,750 8,681
======== ======== ======== ========
Diluted . . . . . . . . $ 0.48 $ 0.40 $ 1.36 $ 1.21
======== ======== ======== ========
Based on average shares
outstanding . . . . . 8,882 8,780 8,855 8,722
======== ======== ======== ========
The accompanying notes are an integral
part of these financial statements.
4
LANDAUER, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(000's)
(Unaudited)
Nine Months Ended
---------------------
June 30, June 30,
2002 2001
--------- ---------
Cash flow from operating activities:
Net income. . . . . . . . . . . . . . . . . . $ 12,007 $ 10,525
Non-cash expenses, revenues, and gains
reported in income
Non-cash gain on exchange of assets . . . . (786) --
Depreciation and amortization . . . . . . . 3,196 3,279
Equity in income of joint venture . . . . . (570) (428)
Exercise of stock options - net . . . . . . 943 408
-------- --------
2,783 3,259
Net increase in other current assets. . . . . (4,055) (1,992)
Net increase in current liabilities . . . . . 2,848 1,146
Net increase in net long-term assets. . . . . (2,476) (721)
-------- --------
(3,683) (1,567)
Net cash generated from
operating activities. . . . . . . . . . . . 11,107 12,217
Cash flow from investing activities:
Acquisition of property, plant
and equipment . . . . . . . . . . . . . . . (3,102) (2,073)
-------- --------
Net cash used by investing activities . . . . . (3,102) (2,073)
Cash flow from financing activities:
Dividend received from foreign joint venture. 334 378
Dividends paid. . . . . . . . . . . . . . . . (9,175) (9,104)
-------- --------
Net cash used by financing activities . . . . (8,841) (8,726)
-------- --------
Net increase (decrease) due to exchange rates 249 (475)
Net (decrease) increase in cash . . . . . . . (587) 943
Opening balance - cash and cash equivalents . . 7,055 3,001
-------- --------
Ending balance - cash and cash equivalents. . . $ 6,468 $ 3,944
======== ========
The accompanying notes are an integral
part of these financial statements.
5
LANDAUER, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements - June 30, 2002
(Unaudited)
(1) BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial
statements reflect the financial position of Landauer, Inc. and
Subsidiaries ("Landauer" or "the Company") as of June 30, 2002 and
September 30, 2001, and the consolidated results of operations for the
three-month and nine-month periods ended June 30, 2002 and 2001 and
consolidated cash flows for the nine-month periods ended June 30, 2002 and
2001. In the opinion of management, the accompanying unaudited condensed
consolidated financial statements contain all adjustments necessary to
present fairly the consolidated financial position of Landauer as of
June 30, 2002 and September 30, 2001, and the consolidated results of
operations for the three-month and nine-month periods ended June 30, 2002
and 2001, and cash flows for the nine-month periods ended June 30, 2002 and
2001.
The accounting policies followed by the Company are set forth in
Note 1 to the Company's financial statements in the 2001 Landauer Annual
Report on Form 10-K.
Prior year amounts have been reclassified to conform to current year
presentation. These reclassifications had no effect on the results of
operations or financial position.
The results of operations for the three-month and nine-month periods
ended June 30, 2002 and 2001 are not necessarily indicative of the results
to be expected for the full year.
(2) CASH DIVIDENDS
On June 7, 2002, the Company declared a regular quarterly cash
dividend in the amount of $ .35 per share payable on July 12, 2002, to
stockholders of record on June 21, 2002. On March 8, 2002, the Company
declared a regular quarterly cash dividend in the amount of $.35 per share
payable on April 12, 2002 to stockholders of record on March 22, 2002. On
December 21, 2001, the Company declared a regular quarterly cash dividend
in the amount of $.35 per share payable on January 18, 2002, to
stockholders of record on January 4, 2002.
Regular quarterly cash dividends of $.35 per share ($1.40 annually)
were declared during fiscal 2001.
(3) COMPREHENSIVE INCOME
Comprehensive income is the total of net income and all other
nonowner changes in equity. The following table sets forth the Company's
comprehensive income for the three and nine month periods ended June 30,
2002 and 2001 (000's):
6
Three Months Ended Nine Months Ended
-------------------- ---------------------
June 30, June 30, June 30, June 30,
2002 2001 2002 2001
--------- --------- --------- ---------
Net income. . . . . . . . $ 4,234 $ 3,479 $ 12,007 $ 10,525
Other comprehensive income-
Foreign currency
translation adjustment. 429 (175) 249 (475)
-------- -------- -------- --------
Comprehensive income. . . $ 4,663 $ 3,304 $ 12,256 $ 10,050
======== ======== ======== ========
(4) EARNINGS PER SHARE
Earnings per share computations have been made in accordance with the
provisions of SFAS No. 128, "Earnings Per Share." Basic earnings per share
were computed by dividing net income by the weighted average number of
shares of common stock outstanding during each period. Diluted earnings per
share were computed by dividing net income by the weighted average number
of shares of common stock that would have been outstanding assuming
dilution during each period.
The following table presents the weighted average number of shares of
common stock for the three and nine month periods ended June 30, 2002 and
2001 (000's):
Three Months Ended Nine Months Ended
-------------------- ---------------------
June 30, June 30, June 30, June 30,
2002 2001 2002 2001
--------- --------- --------- ---------
Weighted average number of
shares of common stock
outstanding. . . . . . . 8,774 8,699 8,750 8,681
Options issued to
executives. . . . . . . 108 81 105 41
-------- -------- -------- --------
Weighted average number of
shares of common stock
assuming dilution . . . 8,882 8,780 8,855 8,722
======== ======== ======== ========
(5) ACQUISITION
On April 2, 2002, the Company signed an acquisition agreement to
merge its European operations with Laboratoire Central des Industries
Electriques (LCIE), a wholly-owned subsidiary of Bureau Veritas, a
professional services company involved in quality, health and safety, and
environmental management. Under the agreement, Landauer exchanged its U.K.
radiation monitoring business with annual revenues of approximately
$1,500,000 and its technologies for a 51% controlling interest in the new
company, named LCIE-Landauer. LCIE contributed its radiation monitoring
business which has current annual revenues of more than $3,000,000, all of
which is located in France. LCIE-Landauer has its headquarters and
laboratory at the current LCIE location in Fontenay-aux-Roses, a Paris
suburb, and will continue to serve the UK customers from Oxford, England.
Additionally, as part of the formation of the new entity on April 2, 2002,
LCIE-Landauer purchased the Philips France radiation monitoring business
for $877,000; this Philips business unit had annual revenues of
approximately $800,000 in 2001.
7
Under the terms of the acquisition agreements, LCIE may, in the fifth
and sixth year of the venture, require Landauer to purchase its interest in
LCIE-Landauer at a price that is a multiple of EBITDA for the trailing four
quarters. Additionally, Landauer shall have the option to purchase LCIE's
interest in the seventh year of the venture on the same terms as LCIE's
"Put" option. A change in control provision, as defined, may accelerate
the respective Put and Call options and provides for premiums and discounts
in the event such options are exercised as the result of a change in
control.
The accounting for the exchange of a business for a controlling
interest in another company is addressed in EITF Issue 86-29, "Nonmonetary
Transactions: Magnitude of Boot and Exceptions to the Use of Fair Value"
and EITF issue 90-13, "Accounting for Simultaneous Common Control Mergers".
Under this accounting, the Company is deemed to have sold 49% of its U.K.
radiation monitoring business in exchange for a 51% controlling interest in
LCIE-Landauer, the purchase consideration being the fair value of the net
assets received in the exchange. This exchange resulted in a $786,000 gain
to the Company, or $511,000 net of income taxes. The acquisition of the
controlling interest in LCIE-Landauer, has been accounted for as a purchase
and the operating results are consolidated from April 1, 2002 the date of
the acquisition.
(6) RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
On October 1, 2001 the Company adopted SFAS No. 142 which requires
that goodwill and certain intangible assets no longer be amortized to
earnings, but be reviewed periodically for impairment. For acquisitions
completed prior to June 30, 2001, the amortization of goodwill and certain
intangible assets has ceased beginning in fiscal year 2002. The adoption
of this standard has reduced the amount of amortization expense related to
goodwill. On an annual basis, the Company expects that amortization
expense will be reduced from $558,000 in 2001 to approximately $261,000 in
2002. In total, diluted EPS is expected to increase by approximately $0.02
in 2002 due to the reduction in amortization expense.
The provisions of SFAS 142 that pertain to impairment of intangible
assets have superceded the impairment related provisions included in
SFAS 121, beginning in fiscal year 2002. Under SFAS 142, the impairment
review of goodwill and other intangible assets that are not being amortized
must be based generally on fair values, instead of projected future
undiscounted cash flows. The fair values of these assets were calculated
based on discounted cash flow analyses. As a result of initially applying
the new impairment provisions of SFAS 142 no impairment loss was required.
Goodwill and other intangible assets at June 30, 2002 consisted of the
following (in $000's):
Gross Accumulated Net
Amount Amortization Amount
------ ------------ ------
Intangible asset continuing
to be amortized:
Customer lists (useful life
of 10 years). . . . . . . . . $ 1,000 $ 201 $ 799
Licenses & patents (useful life
of 10-15 years) . . . . . . . . 829 199 630
Other intangibles . . . . . . . . 576 248 328
------- ------ ------
Total. . . . . . . . . . . . $ 2,405 $ 648 $1,757
======= ====== ======
Goodwill no longer being amortized $7,644
------
Total goodwill and other
intangible assets . . . . . . . $9,401
======
8
Estimated annual aggregate amortization expense related to intangible
assets will be approximately $261,000 for FY 2002 and $337,000 for each of
the next five years.
In June 2002, the Financial Accounting Standards Board ("FASB")
issued SFAS No. 143, "Accounting for Asset Retirement Obligations". This
provisions of the statement are required to be applied starting with fiscal
years beginning after June 15, 2002. This Statement addresses financial
accounting and reporting obligations associated with the retirement of
tangible long-lived assets and the associated asset retirement costs. The
adoption of SFAS 143 has no impact on the Company's financial statements.
In August 2001 the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." SFAS No.144 defines
impairment for long-lived assets and provides guidance on the measurement
of asset impairments. The adoption of SFAS No. 144 has no impact on the
Company's financial statements. In April 2002, the FASB issued SFAS No.145,
Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB
Statement No.13, and Technical Corrections. SFAS No. 145 eliminates the
exception to applying APB Opinion 30 to all gains and losses related to
extinguishments of debt. The adoption of SFAS No. 145 has no impact on the
Company's financial statements. In June 2002, the FASB issued SFAS No. 146,
"Accounting for Costs Associated with Exit or Disposal Activities." This
statement requires that a liability for costs associated with an exit or
disposal activity be recognized when the costs are incurred rather than at
the date of a commitment to the exit or disposal plan. This statement will
be applied prospectively to exit or disposal activities that are initiated
after December 31, 2002. The adoption of SFAS No. 146 has no impact on the
Company's financial statements.
9
Management's Discussion and Analysis of Financial Condition
and Results of Operations
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
Landauer's cash flow from operating activities for the nine months
ended June 30, 2002 and 2001 amounted to $11,107,000 and $12,217,000,
respectively. Acquisitions of property, plant and equipment amounted to
$3,102,000 and $2,073,000, respectively, for nine months ended June 30,
2002 and 2001. The Company's financing activities were limited to payments
of cash dividends, offset by foreign dividends received from Nagase-
Landauer, Ltd., our Japanese joint venture.
The Company has no long-term liabilities cash flows are generally
sufficient to support investing activities. Capital expenditures for the
balance of fiscal 2002 are expected to amount to approximately $1,500,000
principally for the acquisition of equipment to support the Company's Luxel
product line, introduction of new products, the development of supporting
software systems, and computer hardware. The Company anticipates that
funds for these capital improvements will be provided from operations.
The Company presently maintains external sources of liquidity in the
form of a $5 million line of credit with its bank. In the opinion of
management, resources are adequate for projected operations and capital
spending programs, as well as continuation of the regular cash dividend
program.
Landauer requires limited working capital for its operations since
many of its customers are invoiced for services in advance. Such advance
billings amounted to $12,524,000 and $10,890,000, respectively, as of June
30, 2002 and September 30, 2001, are included in deferred contract revenue
and are stated net of services rendered through the respective consolidated
balance sheet dates. Customers invoiced under such a deferred contract
arrangement represent smaller accounts and comprise approximately 60% of
the numbers of accounts served and 37% of the Company's revenues. While
these amounts included in deferred contract revenue represent more than
one-half of current liabilities, such amounts generally do not represent a
cash requirement.
The services provided by the Company to its customers are ongoing and
are of a subscription nature. As such, revenues are recognized in the
periods in which such services are rendered irrespective of whether
invoiced in advance or in arrears. All customers are invoiced in accordance
with the Company's standard terms, with payment due thirty days from date
of invoice. Inasmuch as the majority of the Company's revenues are subject
to health care industry reimbursement cycles, the average days of sales
outstanding range from 43 to 79 days.
RESULTS OF OPERATIONS
- ---------------------
Revenues for the quarter ended June 30, 2002 were 14.7% higher
compared with the same quarter a year ago. Revenue growth was primarily
attributable to consolidation of LCIE-Landauer's operations, higher pricing
for the Company's products and services, and to a lesser degree, increased
unit demand. Cost of revenues for the current quarter was 17.9% higher than
for the same period a year ago. Higher costs resulted from the increased
business activity associated with the expanded European operations of LCIE-
Landauer, as well as generally higher levels in some categories of cost of
revenues. The rate of gross margin was lower at 63.1% compared with 64.1% a
year ago.
10
Selling, general and administrative expenses were higher in the third
quarter as a percent of revenues at 23.9% versus 23.0% for the third
quarter of fiscal 2001 as a result of the higher costs from the expanded
European operations and higher employee benefit costs, particularly for
medical claims. As a result, operating income for the third quarter of 2002
was 39.3% of revenues compared to 41.2% for the same period last year. The
Company also recognized a $786,000 pre-tax gain arising from the exchange
of a portion of its UK business for a controlling interest in LCIE-
Landauer, the Company's new operating unit in France and the United
Kingdom. Income before taxes and minority interest was 46.3% of the
revenues for the quarter just ended compared to 42.2% for the third fiscal
quarter of 2001. Exclusive of the gain on exchange, income before taxes and
minority interest was 41.0% of the revenues for the quarter just ended.
The effective tax rate for the Company during the third quarter of
fiscal 2002 was 36.5% compared with 36.1% for the third quarter of fiscal
2001. Resulting net income of $4,234,000 for the third fiscal quarter of
2002 increased $755,000, or 21.7%, compared with $3,479,000 reported in
fiscal 2001. Net income increased 7.0%, exclusive of the gain. Diluted
income per share for the current quarter was $0.48 versus $0.40 for fiscal
2001. Diluted income per share would have been $0.42, exclusive of the
gain on exchange of assets.
Revenues for the nine months ended June 30, 2002, were 9.6% higher
compared with the first nine months of fiscal 2001. The increase in
revenues was attributable to consolidation of LCIE-Landauer's operations,
higher pricing for the Company's products and services, and slightly higher
unit demand. Gross margins for the first half of fiscal 2002 were 64.9% of
revenues, a slight improvement from 64.0% a year ago.
Selling, general, and administrative expenses were 23.6% of revenues
for the first nine months of fiscal 2002 compared to 23.4% for the same
period of fiscal 2001. Operating income for the first nine months of fiscal
2002 was 41.3% of revenues compared with 40.6% for the same period last
year. Income before income taxes and minority interest was 44.6% of
revenues for the nine months just ended compared to 41.9% of revenues for
the same period in fiscal 2001. Income before income taxes and minority
interest was 42.8% of revenues for the nine months just ended, exclusive of
the gain on exchange of assets.
The effective tax rate for the Company during the first nine months
of fiscal 2002 was 37.1% compared with 36.3% a year ago. Resulting net
income of $12,007,000 for the first nine months of 2002 exceeded earnings
of $10,525,000 reported for the same period in fiscal 2001. Diluted income
per share for the first nine months of fiscal 2002 was $ 1.36, compared to
$1.21 in the nine months fiscal half of 2001. Diluted income per share
would have been $1.30 exclusive of the gain.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
On October 1, 2001 the Company adopted SFAS No. 142 which requires
that goodwill and certain intangible assets no longer be amortized to
earnings, but be reviewed periodically for impairment. For acquisitions
completed prior to June 30, 2001, the amortization of goodwill and certain
intangible assets has ceased beginning in fiscal year 2002. The adoption
of this standard has reduced the amount of amortization expense related to
goodwill. On an annual basis, the Company expects that amortization
expense will be reduced from $558,000 in 2001 to approximately $261,000 in
2002. In total, diluted EPS is expected to increase by approximately $0.02
in 2002 due to the reduction in amortization expense.
The provisions of SFAS 142 that pertain to impairment of intangible
assets have superceded the impairment related provisions included in
SFAS 121, beginning in fiscal year 2002. Under SFAS 142, the impairment
review of goodwill and other intangible assets that are not being amortized
must be based generally on fair values, instead of projected future
undiscounted cash flows. The fair values of these assets were calculated
based on discounted cash flow analyses. As a result of initially applying
the new impairment provisions of SFAS 142 no impairment loss was required.
11
Goodwill and other intangible assets at June 30, 2002 consisted of
the following (in $000's):
Gross Accumulated Net
Amount Amortization Amount
------ ------------ ------
Intangible asset continuing to
be amortized:
Customer lists (useful life
of 10 years). . . . . . . . . $1,000 $ 201 $ 799
Licenses & patents (useful life
of 10-15 years) . . . . . . . . 829 199 630
Other intangibles . . . . . . . . 576 248 328
------ ------ ------
Total . . . . . . . . . . $2,405 $ 648 $1,757
====== ====== ======
Goodwill no longer being amortized $7,644
------
Total goodwill and other
intangible assets . . . . . . . $9,401
======
Estimated annual aggregate amortization expense related to intangible
assets will be approximately $261,000 for FY 2002 and $337,000 for each of
the next five years.
In June 2002, the Financial Accounting Standards Board ("FASB")
issued SFAS No. 143, "Accounting for Asset Retirement Obligations". This
provisions of the statement are required to be applied starting with fiscal
years beginning after June 15, 2002. This Statement addresses financial
accounting and reporting obligations associated with the retirement of
tangible long-lived assets and the associated asset retirement costs. The
adoption of SFAS 143 has no impact on the Company's financial statements.
In August 2001 the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." SFAS No.144 defines
impairment for long-lived assets and provides guidance on the measurement
of asset impairments. The adoption of SFAS No. 144 has no impact on the
Company's financial statements. In April 2002, the FASB issued SFAS No.145,
Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB
Statement No.13, and Technical Corrections. SFAS No. 145 eliminates the
exception to applying APB Opinion 30 to all gains and losses related to
extinguishments of debt. The adoption of SFAS No. 145 has no impact on the
Company's financial statements. In June 2002, the FASB issued SFAS No. 146,
"Accounting for Costs Associated with Exit or Disposal Activities." This
statement requires that a liability for costs associated with an exit or
disposal activity be recognized when the costs are incurred rather than at
the date of a commitment to the exit or disposal plan. This statement will
be applied prospectively to exit or disposal activities that are initiated
after December 31, 2002. The adoption of SFAS No. 146 has no impact on the
Company's financial statements.
12
FORWARD-LOOKING STATEMENTS
- --------------------------
Certain of the statements made herein constitute forward looking
statements that are based on certain assumptions and involve certain risks
and uncertainties, including assumptions and risks associated with the
Company's introduction of new technology, the adaptability of OSL to new
platforms and new formats, the usefulness of older technologies, the cost
associated with the Company's business development and research efforts,
the anticipated results of operations of the Company, its subsidiaries and
joint venture investment, the Company's market position, the Company's
business plans, the risks associated with conducting business
internationally, other anticipated financial events, the effects of
changing economic and competitive conditions, foreign exchange risks,
government regulations and changes in postal and delivery practices. Such
assumptions may not materialize to the extent assumed and such risks and
uncertainties may cause actual results to differ from anticipated results.
Additional information may be obtained by reviewing the Company's reports
filed from time to time with the Securities and Exchange Commission.
PART II. OTHER INFORMATION
Item 2. LEGAL PROCEEDINGS
Landauer is involved in various legal proceedings but believes that
these matters will be resolved without a material effect on its financial
position.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
Item 6. EXHIBIT AND REPORTS IN FORM 8-K
Exhibit 99.1 Certification pursuant to 18 U.S.C. Section 1350,
as adopted Pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002.
Exhibit 99.2 Certification pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002.
On May 22, 2002 Landauer filed a Form 8-K, Item 4, "Changes in
Registrant's Certifying Accountant."
On June 26, 2002, Landauer filed a Form 8-K/a, Item 4, "Changes in
Registrant's Certifying Accountant."
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
LANDAUER, INC.
Date:August 12, 2002
/s/ James M. O'Connell
-----------------------------
James M. O'Connell
Vice President and Treasurer
(Principal Financial and
Accounting Officer)
14