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 December 31, 2003
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 by check mark whether the registrant is an accelerated filer as
defined in Rule 12b.2 of the Exchange Act). 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 February 11, 2004
---------------------------- --------------------------------
Common stock, $.10 par value 8,891,861
1
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
LANDAUER, INC. AND SUBSIDIARIES
Condensed Consolidated Unaudited Balance Sheets
(000's, except share amounts)
ASSETS
------
December 31, September 30,
2003 2003
------------ -------------
Current assets:
Cash and cash equivalents . . . . $ 10,663 $ 10,572
Short-term investments. . . . . . 1,463 440
Accounts receivable, less
allowances of $621 at
12/31/03 and $583 at
9/30/03 . . . . . . . . . . . . 15,555 13,770
Inventories . . . . . . . . . . . 3,222 3,513
Prepaid expenses. . . . . . . . . 946 967
Prepaid income taxes. . . . . . . 1,687 1,687
Deferred income taxes . . . . . . 289 289
-------- --------
Total current assets. . . . . . 33,825 31,238
Property, plant and equipment,
at cost . . . . . . . . . . . . . 40,421 38,937
Less: Accumulated depreciation
and amortization. . . . . . . (22,591) (21,711)
-------- --------
Net property, plant and
equipment . . . . . . . . . . 17,830 17,226
Goodwill & other intangible
assets net of amortization. . . 7,882 8,056
Equity in joint venture . . . . . 3,134 3,402
Dosimetry devices, net of
amortization. . . . . . . . . . 4,580 4,121
Other assets. . . . . . . . . . . 159 195
-------- --------
$ 67,410 $ 64,238
======== ========
The accompanying notes are an integral part of these financial statements.
2
LANDAUER, INC. AND SUBSIDIARIES
Condensed Consolidated Unaudited Balance Sheets (Cont'd.)
(000's, except share amounts)
LIABILITIES AND STOCKHOLDERS' INVESTMENT
----------------------------------------
December 31, September 30,
2003 2003
------------ -------------
Current liabilities:
Accounts payable. . . . . . . . . $ 1,524 $ 1,548
Deferred contract revenue . . . . 12,611 12,464
Dividend payable. . . . . . . . . 3,553 3,316
Accrued compensation and
related costs . . . . . . . . . 1,744 1,459
Accrued pension costs . . . . . . 2,257 2,675
Accrued taxes on income . . . . . 2,613 507
Accrued expenses. . . . . . . . . 2,843 2,860
-------- --------
Total current liabilities . 27,145 24,829
Minority interest in subsidiary . . 1,114 984
-------- --------
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 - 8,867,707 shares
at 12/31/03 and 8,843,723 shares
at 9/30/03 . . . . . . . . . . . 887 884
Premium paid in on common stock . 12,269 12,207
Cumulative translation
adjustments . . . . . . . . . . 109 (100)
Retained earnings . . . . . . . . 25,886 25,434
-------- --------
Total stockholders'
investment. . . . . . . . 39,151 38,425
-------- --------
$ 67,410 $ 64,238
======== ========
The accompanying notes are an integral part of these financial statements.
3
LANDAUER, INC. AND SUBSIDIARIES
Condensed Consolidated Unaudited Statements of Income
(000's, except per share amounts)
Three Months Ended
-----------------------------
December 31, December 31,
2003 2002
------------ -------------
Net revenues. . . . . . . . . . . . $ 16,778 $ 15,392
Costs and expenses:
Cost of revenues. . . . . . . . . 6,138 5,713
Selling, general and
administrative. . . . . . . . . 4,281 3,614
-------- --------
10,419 9,327
-------- --------
Operating income. . . . . . . . . . 6,359 6,065
Equity in income of joint venture . 232 197
Other income, net . . . . . . . . . 35 29
-------- --------
Income before income taxes and
minority interest . . . . . . . . 6,626 6,291
Income taxes. . . . . . . . . . . . (2,481) (2,349)
-------- --------
Income before minority interest . . 4,145 3,942
Minority interest therein . . . . . (140) (133)
-------- --------
Net income. . . . . . . . . . . . . $ 4,005 $ 3,809
======== ========
Net Income per common share:
Basic . . . . . . . . . . . . . . $ 0.45 $ 0.43
Based on average shares
outstanding . . . . . . . . . . 8,852 8,780
======== ========
Diluted . . . . . . . . . . . . . $ 0.45 $ 0.43
Based on average shares
outstanding . . . . . . . . . . 8,930 8,863
======== ========
The accompanying notes are an integral part of these financial statements.
4
LANDAUER, INC. AND SUBSIDIARIES
Condensed Consolidated Unaudited Statements of Cash Flows
(000's except per share amounts)
Three Months Ended
-----------------------------
December 31, December 31,
2003 2002
------------ -------------
Cash flows from operating activities:
Net income. . . . . . . . . . . . $ 4,005 $ 3,809
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation. . . . . . . . . . . 1,252 1,217
Amortization. . . . . . . . . . . 90 106
Bad debt expense. . . . . . . . . 47 73
Equity in net income of foreign
affiliate . . . . . . . . . . . (232) (197)
Compensatory effect of stock
options . . . . . . . . . . . . 65 177
(Increase) decrease in short-term
investments . . . . . . . . . . (1,023) 106
Increase in accounts receivable . (1,822) (178)
Increase in allowance for doubtful
accounts, net of bad debts. . . (8) (82)
Increase in inventory . . . . . . 291 53
(Increase) decrease in prepaid
expenses. . . . . . . . . . . . 21 (54)
Net increase in other assets. . . (807) (644)
Decrease in accounts payable. . . (24) (207)
Increase in accrued liabilities . 1,957 1,455
Increase in deferred income . . . 146 215
Increase (decrease) in
minority interest . . . . . . . 130 (98)
-------- --------
Cash provided from
operating activities. . . . . . . 4,088 5,751
Cash flow from investing activities:
Acquisition of property, plant
and equipment . . . . . . . (1,487) (1,191)
Cash flow from financing activities:
Dividends received from foreign
affiliates. . . . . . . . . . . 598 535
Dividend paid . . . . . . . . . . (3,316) (3,071)
-------- --------
Net cash used by
financing activities. . . . . . . (2,718) (2,536)
Effect of foreign currency
translation . . . . . . . . . . . 208 130
-------- --------
Net increase in cash
and cash equivalent . . . . . . . 91 2,154
Opening balance -
cash and cash equivalents . . . . 10,572 7,627
-------- --------
Ending balance -
cash and cash equivalents . . . . $ 10,663 $ 9,781
======== ========
The accompanying notes are an integral part of these financial statements.
5
LANDAUER, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Unaudited Financial Statements
December 31, 2003
(1) BASIS OF PRESENTATION
The accompanying unaudited consolidated condensed financial
statements reflect the financial position of Landauer, Inc. and
subsidiaries ("Landauer" or "the Company) as of December 31, 2003 and
September 30, 2003, and the condensed consolidated results of operations
and cash flows for the three-month periods ended December 31, 2003 and
2002. In the opinion of management, the accompanying consolidated
unaudited condensed financial statements contain all adjustments necessary
to present fairly the consolidated financial position of Landauer as of
December 31, 2003 and September 30, 2003, and the consolidated results of
operations and cash flows for the three-month periods ended December 31,
2003 and 2002.
The accounting policies followed by the Company are set forth in
Note 1 to the Company's financial statements in the 2003 Landauer Annual
Report on Form 10-K.
Prior year amounts have been reclassified to conform to current year
presentation. These reclassifications have no effect on the results of
operation or financial position.
The results of operations for the three-month periods ended
December 31, 2003 and 2002 are not necessarily indicative of the results to
be expected for the full year.
(2) CASH DIVIDENDS
On December 19, 2003, the Company declared a regular quarterly cash
dividend in the amount of $.40 per share payable on January 16, 2004, to
stockholders of record on January 6, 2004.
Regular quarterly cash dividends of $.375 per share ($1.50 annually)
were declared during fiscal 2003.
(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 month period ended December 31, 2003 and
2002 (000's):
Three Months Ended
December 31,
------------------
2003 2002
------ ------
Net Income . . . . . . . . . . . . $4,005 $3,809
Other comprehensive income-
foreign currency translation
adjustment . . . . . . . . . . . 208 130
------ ------
Comprehensive income . . . . . . . $4,213 $3,939
====== ======
6
LANDAUER, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Unaudited Financial Statements
December 31, 2003
(4) EARNINGS PER SHARE
Earnings per share computations have been made in accordance with the
provisions of Statement of Financial Accounting Standards ("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 month periods ended December 31, 2003 and 2002
(000's):
Three Months Ended
December 31,
------------------
2003 2002
------ ------
Weighted average number of
shares of common stock
outstanding. . . . . . . . . . . 8,852 8,780
Options issued to executives . . . 78 83
------ ------
Weighted average number of
shares of common stock
assuming dilution. . . . . . . . 8,930 8,863
====== ======
(5) STOCK-BASED COMPENSATION PLANS
The Company maintains stock option plans for key employees
("Employees' Plan"). It also maintains a stock option plan for its non-
employee directors. The Company accounts for those plans under the
recognition and measurement principles of APB Opinion No. 25, "Accounting
for Stock Issued to Employees", and related Interpretations. In December
2002, the Financial Accounting Standards Board ("FASB") issued SFAS No.
148, "Accounting for Stock-Based Compensation - Transition and Disclosure -
An Amendment of SFAS No. 123." SFAS No. 148 requires disclosure in both
annual and quarterly financial statements about the method of accounting
for stock-based compensation, and the effect of the method used on reported
results. Had compensation cost for these plans been determined consistent
with SFAS No. 123, "Accounting for Stock-Based Compensation," the Company's
net income and earnings per share in each period would have been as follows
(000's except per share data):
7
LANDAUER, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Unaudited Financial Statements
December 31, 2003
Three Months Ended
December 31,
------------------
2003 2002
------ ------
Net income, as reported. . . . . . $4,005 $3,809
Deduct: Total stock-based
employee compensation expense
determined under fair value
based method for all awards,
net of related tax effects . . . 183 54
------ ------
Pro forma net income . . . . . . . $3,822 $3,755
Earnings per share:
Basic - As Reported. . . . . . . $ 0.45 $ 0.43
====== ======
Basic - Pro Forma. . . . . . . . $ 0.43 $ 0.43
====== ======
Diluted - As Reported. . . . . . $ 0.45 $ 0.43
====== ======
Diluted - Pro Forma. . . . . . . $ 0.43 $ 0.42
====== ======
Because the SFAS No. 123 method of accounting has not been applied to
options granted prior to October 1, 1996, the resulting pro forma
compensation cost may not be representative of that to be expected in
future years.
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
OVERVIEW
Landauer is the leading provider of analytical services to determine
occupational and environmental radiation exposure. For nearly 50 years,
the Company has provided complete radiation dosimetry services to
hospitals, medical and dental offices, universities, national laboratories,
and other industries in which radiation poses a potential threat to
employees. Landauer's services include the manufacture of various types of
radiation detection monitors, the distribution and collection of the
monitors to and from clients, and the analysis and reporting of exposure
findings. These services are provided to customers in the U.S., Japan,
France, the United Kingdom, Brazil, Canada and China.
Landauer's InLightTM dosimetry system provides smaller in-house and
commercial laboratories with the ability to offer a complete radiation
monitoring service using optically stimulated luminescence ("OSL")
technology. The system is based on the Company's propriety technology and
instruments and dosimetry devices developed by Matsushita Industrial
Equipment Company and allows customers the flexibility to tailor their
precise dosimetry needs.
8
LANDAUER, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of Financial Conditions
and Results of Operations (Cont'd.)
Landauer's operations include services for detecting, monitoring, and
if necessary, remediating radon gas.
Landauer operates a mature business, and growth in numbers of
customer is modest. In recent years the Company's strategy has been to
expand into new international markets, primarily by partnering with
existing dosimetry service providers with a prominent local presence. In
addition, the Company has been developing new platforms and formats for its
OSL technology such as InLight to gain access to markets where the Company
previously did not have a significant presence such as smaller in-house and
commercial laboratories. Revenue growth in recent years has occurred as a
result of increased prices for certain services, entry into new markets
thought joint ventures and acquisitions, modest unit growth and new
ancillary services and products.
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. Given the subscription nature of
Landauer's services, quarterly revenues are fairly consistent. During the
second quarter of each fiscal year, however, the Company provides
additional services reporting annual radiation dose summaries that generate
increased revenues. The introduction of the Company's InLight product line
may introduce some variability in quarter-to-quarter revenue comparisons
given the nature of purchase cycles associated with sales of radiation dose
measurement instruments and detectors.
LIQUIDITY AND CAPITAL RESOURCES
Landauer's cash provided from operating activities for the three
months ended December 31, 2003 and 2002 amounted to $4,088,000 and
$5,751,000 respectively. The decrease in cash provided from operating
activities is primarily a result of increased short-term investments as
well as increased accounts receivable related to higher invoicing activity.
Acquisitions of property, plant and equipment were $1,487,000 and
$1,191,000, respectively for the quarters ended December 31, 2003 and 2002.
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, and SAPRA-Landauer Ltda, our subsidiary in
Brazil.
The Company has no long-term liabilities and its requirement for cash
flow to support investing activities is generally limited. Capital
expenditures for the balance of fiscal 2004 are expected to amount to
approximately $5,500,000 principally for the acquisition of equipment to
support the Company's introduction of the InLight product line,
introduction of new products, and 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. 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.
From time to time, the Company may have the opportunity to make investments
for acquisitions or other purposes that are in excess of these sources of
liquidity. In that event, the Company may seek additional sources of
liquidity to fund such investments.
9
LANDAUER, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of Financial Conditions
and Results of Operations (Cont'd.)
Landauer requires limited working capital for its operations since
many of its customers pay for services in advance. Such advance payments
amounted to $12,611,000 and $12,464,000, respectively, as of December 31,
2003 and September 30, 2003, and are included in the balance sheet under
the caption "Deferred Contract Revenue." While these amounts represent
approximately one-half of current liabilities, such amounts generally do
not represent a cash requirement.
All customers are invoiced in accordance with the Company's standard
terms, with payment due thirty days from date of invoice. Considering the
Company's invoicing practices and that a significant portion of the
Company's revenues are subject to health care industry reimbursement
cycles, the average days of sales outstanding range from 43 to 80 days over
the course of a fiscal quarter.
RESULTS OF OPERATIONS
Revenues for the first fiscal quarter of 2004 were $16,778,000, or 9%
higher than revenues of $15,392,000 for the same period in fiscal 2003.
Almost two-thirds of revenue growth resulted from higher pricing and
modestly increased unit volume in the U.S. Landauer's core radiation
measurement service, Luxel, provided most of the domestic growth, although
increased fees for ancillary and other services also contributed. The
balance of revenue growth came principally from the operations of LCIE-
Landauer in France and the U.K. Higher revenues resulted from a weak U.S.
dollar and from higher pricing and modest unit growth. Revenues were also
higher in Brazil for the same factors.
Gross margins in the quarter just ended were comparable to a year ago
at 63.4% vs. 62.9%. Direct labor and benefits (related primarily to
medical claims and pension) costs were $179,000 higher than a year ago, as
were direct materials $103,000. Costs rose both domestically and abroad
with the foreign portion partly attributable to currency translation.
Selling, general and administrative (S, G & A) expenses for the first
quarter were $667,000 higher than for the same period a year ago; S, G & A
expenses as a percentage of revenue were 25.5% compared to 23.5% a year
ago. $185,000 of the S, G & A increase was attributable to planned research
and development expenses; the balance of the increase reflects higher
domestic salary and benefits, almost $100,000, and higher foreign expenses,
$239,000, some of which is currency translation related.
Resulting operating income for the first quarter of fiscal 2004 was
$6,359,000 compared with $6,065,000 reported for the same quarter a year
ago, an increase of $294,000 or 5%.
Other income for the first quarter amounted to $267,000 compared with
$226,000 a year earlier. Most of the increase relates to higher income
from Nagase-Landauer, Ltd., the Company's joint venture in Japan.
Resulting pre-tax income for the current quarter was $6,626,000
compared with $6,291,000 a year ago, an increase of $335,000 or 5%.
Income tax expense was $2,481,000 for the current quarter compared
with $2,349,000 for the same period a year ago. The effective tax rate for
the first quarter of fiscal 2004 was 37.4% compared with 37.3% in fiscal
2003.
Net income for the quarter amounted to $4,005,000, or $0.45 per
diluted share. This compares with year-ago net income of $3,809,000, or
$0.43 per diluted share in the first quarter of fiscal 2003.
10
LANDAUER, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of Financial Conditions
and Results of Operations (Cont'd.)
OUTLOOK
Landauer's business plan and outlook is unchanged for fiscal 2004.
Revenue growth for the year is anticipated to be in the range of 6 - 7% and
is evenly balanced among the Company's traditional revenue sources.
Domestic revenue growth is expected to occur as a result of pricing,
moderate unit growth and increased sales of ancillary services.
International revenue growth, as well, is expected to result from pricing
and increased units.
Aggregate costs and operating expenses for fiscal 2004 are expected
to be slightly lower than fiscal 2003 levels, reflecting the absence of the
$2.8 million non-cash impairment charge that occurred in 2003. A continued
weak U.S. dollar, however, could impact both revenues and costs for most
non-U.S. operations with only modest impact on operating income. Net other
income in fiscal 2004 is anticipated to be comparable to 2003 and the
effective income tax rate for fiscal 2004 is expected to be 37.5%.
Resulting net income for 2004 is anticipated to be higher by 18 - 20%
compared with fiscal 2003.
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, introduction of the InLight technology, the
adaptability of optically stimulated luminescence ("OSL") technology to new
platforms and formats, the cost associated with the Company's research and
business development efforts, the usefulness of older technologies, the
anticipated results of operations of the Company and its subsidiaries or
ventures, the valuation of the Company's long lived assets or business
units relative to future cash flows, the Company's market position, changes
in postal and delivery practices, the Company's business plans, anticipated
revenue and cost growth, the risks associated with conducting business
internationally, other anticipated financial events, the effects of
changing economic and competitive conditions, foreign exchange rates,
government regulations, accreditation requirements, and pending accounting
pronouncements. Such assumptions may not materialize to the extent assumed
and such risks and uncertainties may cause actual results to differ from
anticipated results. Such risks and uncertainties may also result in
changes to the Company's business plans and prospects and could create the
need from time to time to write down the value of assets or otherwise cause
the Company to incur unanticipated expenses. Additional information may be
obtained by reviewing the Company's Annual Report on Form 10-K for the year
ended September 30, 2003 and other reports filed by the Company from time
to time with the Securities and Exchange Commission.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In January 2003, the ("FASB") issued Interpretation No. 46,
"Consolidation of Variable Interest Entities, an Interpretation of
Accounting Research Bulletin ("ARB") No. 51," ("FIN 46"). FIN 46 clarifies
the application of ARB No. 51, "Consolidated Financial Statements," to
certain entities in which equity investors do not have the characteristics
of a controlling financial interest or do not have sufficient equity at
risk for the entity to finance its activities without additional
subordinated financial support from other parties.
11
LANDAUER, INC. AND SUBSIDIARIES
Management's Discussion and Analysis of Financial Conditions
and Results of Operations (Cont'd.)
In December 2003, the FASB issued FIN 46(R), "Consolidation of
Variable Interest Entities," which represents a revision to FIN 46. The
provisions of FIN 46(R) are effective for interests in variable interest
entities as of the first interim, or annual, period ending after
December 15, 2003. In addition, FIN 46(R) requires that both the primary
beneficiary and all other enterprises with a significant variable interest
make additional disclosure in filing issued after January 31, 2003. The
Company does not expect that the adoption of FIN 46(R) will have a material
impact on its financial statements and results of operations.
On December 23, 2003 the FASB released SFAS No. 132, "Employers'
Disclosures about Pensions and Other Postretirement Benefits". The revised
standard provides required disclosures for pensions and other
postretirement benefit plans and is designed to improve disclosure
transparency in financial statements. The requirements of SFAS No. 132 are
effective for public entities for fiscal years ending after December 15,
2003 and for quarters beginning after December 15, 2003. The Company will
implement the required disclosure provisions in the quarter ending
March 31, 2004.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS
SIGNIFICANT RISK FACTORS
The Company's business and operations are subject to certain risks
and uncertainties, including:
FOREIGN CURRENCY TRANSLATION/EXCHANGE AND INTEREST RATE RISKS
The Company is exposed to market risk, including changes in foreign
currency exchange rates and interest rates. As discussed in Note 1 to the
financial statements in the Company's Annual Report on Form 10-K, "Summary
of Significant Accounting Policies" to the consolidated financial
statements, the financial statements of the Company's non-U.S. subsidiaries
are remeasured into U.S. dollars using the U.S. dollar as the functional
currency. To date, the market risk associated with foreign currency
exchange rates or resulting translations has not been material in relation
to the Company's financial position, results of operations, or cash flows.
These risks could increase, however, as the Company expands in
international markets. The Company does not have any significant trade
accounts receivable, trade accounts payable, commitments or borrowings in a
currency other than that of the reporting unit's functional currency. As
such, the Company does not currently use derivative financial instruments
to manage the exposure in its non-U.S. operations.
RELIANCE UPON SINGLE MANUFACTURING FACILITY
Landauer, Inc. conducts its primary manufacturing and laboratory
processing operations from a single facility in Glenwood, Illinois. In
addition, the Company performs significant functions for some of its
international joint ventures from the Glenwood facility. If the Company
were to lose availability of its primary facility due to fire, natural
disaster or other disruptions, its operations could be significantly
impaired. Although the Company maintains business interruption insurance,
there can be no assurance that the proceeds of such insurance would be
sufficient to offset any loss the Company might incur or that the Company
would be able to retain its customer base if operations were so disrupted.
12
SINGLE SOURCE FOR CRYSTAL MATERIALS
Crystal material is a key component in Landauer's OSL technology. The
Company operates a single crystal manufacturing facility in Stillwater,
Oklahoma that currently supplies all crystal material used by the Company.
If the Company were to lose availability of its Stillwater facility due to
a fire, natural disaster or other disruptions, such loss could have a
material adverse effect on the Company and its operations. Prior to
acquiring the Stillwater facility, the Company purchased the majority of
its raw crystal material from one external source. There can be no
assurance that the Company could secure additional crystal raw materials
from external sources in the event of a disruption at the Stillwater
facility.
TECHNOLOGY
Landauer's technological expertise has been an important factor in
its growth. The Company regularly pursues product improvements to maintain
its technical position. The development and introduction of new
technologies, the adaptability of OSL to new platforms and new formats, the
usefulness of older technologies as well as the introduction of new
technologies by competitors present various risks to the Company's
business. The failure or lack of market acceptance of a new technology or
the inability to respond to market requirements for new technology could
adversely affect the Company's operations or reputation with customers. The
cancellation of technology projects or the cessation of use of an existing
technology can result in write downs and changes to the Company's earnings.
In the normal course of its business, Landauer must record and process
significant amounts of data quickly and accurately and relies on various
computer and telecommunications equipment and software systems. Any failure
of such equipment or systems could adversely affect the Company's
operations.
INTERNATIONAL OPERATIONS POSE RISKS
Landauer conducts business in numerous international markets such as
Japan, France, the United Kingdom, Brazil, Canada and China. Foreign
operations are subject to a number of special risks, including among
others, currency exchange rate fluctuations; disruption in relations;
political and economic unrest; trade barriers exchange controls;
expropriation; and changes in laws and policies, including those governing
foreign owned operations.
GOVERNMENT REGULATIONS
Regulation, present and future, is a constant factor affecting the
Company's business. The radiation monitoring industry is subject to federal
and state governmental regulation. Unknown matters, new laws and
regulations, or stricter interpretations of existing law or regulations may
materially affect Landauer's business or operations in the future and/or
could increase the cost of compliance.
COMPETITION
The Company competes on the basis of advanced technologies, competent
execution of these technologies, the quality, reliability and price of its
services and its prompt and responsive performance. In much of the world,
radiation monitoring activities are conducted by a combination of private
entities and governmental agencies. The Company's primary competitor in the
United States is large and has substantial resources. This entity recently
came under new ownership and the Company is currently evaluating the
impact, if any, of the change in ownership on this company. The Company
also faces competitive pressures from a number of smaller competitors in
the U.S. and abroad.
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ITEM 4. CONTROLS AND PROCEDURES
As of the end of the period covered by this report, an evaluation was
performed under the supervision and with the participation of the Company's
management, including the Chief Executive Officer ("CEO") and the Chief
Financial Officer ("CFO"), of the effectiveness of the design and operation
of the Company's disclosure controls and procedures. Based on that
evaluation, the Company's management, including the CEO and CFO, concluded
that the Company's disclosure controls and procedures as of December 31,
2003 were effective in ensuring information required to be disclosed on
this Form 10-Q was recorded, processed, summarized and reported on a timely
basis. There have been no changes in the Company's internal control over
financial reporting that occurred during the period ended December 31, 2003
that have materially affected, or are reasonably likely to materially
affect, the Company's internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. 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
At its Annual Meeting held on February 4, 2004, the shareholders
voted to elect Dr. E. Gail de Planque, Dr. Gary D. Eppen and Michael D.
Winfield as directors for three-year terms. The voting for each of the
nominees was as follows:
For Against
--------- -------
Dr. de Planque 8,200,344 55,227
Dr. Eppen 8,202,113 53,458
Mr. Winfield 8,202,464 53,107
The shareholders voted to reappoint PricewaterhouseCoopers LLP as the
Company's auditors for the following year, with 8,170,820 shares (92.4% of
total shares outstanding) voting for, 71,675 shares against and 13,074
shares abstaining.
At its meeting on the same day, the Board of Directors appointed
Robert J. Cronin as Chairman of the Board and Michael D. Winfield as
Chairman of the Audit Committee. The additional directors for the current
year are Brent A. Latta, Richard R. Risk, M. Christine Jacobs, E. Gail de
Planque and Gary D. Eppen.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
On January 22, 2004, Landauer filed a report on form 8-K related to
its earnings press release for the same day.
Exhibit 31.1 Rule 13a-14(a)/15d-14(a), Certification
of Chief Executive Officer
Exhibit 31.2 Rule 13a-14(a)/15d-14(a), Certification
of Chief Financial Officer
Exhibit 32.1 Section 1350 Certification of
Chief Executive Officer
Exhibit 32.2 Section 1350 Certification of
Chief Financial Officer
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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: February 11, 2004
/s/ James M. O'Connell
------------------------------
James M. O'Connell
Vice President and Treasurer
(Principal Financial and
Accounting Officer)
15