Securities and Exchange Commission FORM 10-K
Washington, DC 20549
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2004
Commission File Number 1-9788
LANDAUER, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 06-1218089
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
2 SCIENCE ROAD, GLENWOOD, ILLINOIS 60425
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(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (708) 755-7000
Securities registered pursuant to Section 12(b) of the Act:
COMMON STOCK WITH PAR VALUE OF $.10 NEW YORK STOCK EXCHANGE
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(Title of each class) (Name of exchange on
which registered)
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 if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. Yes [ ] No [ X ]
Indicate by check mark whether the Registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act). Yes [ X ] No [ ]
As of March 31, 2004 the aggregate market value of the voting and
nonvoting common equities (based upon the closing price on the New York Stock
Exchange) held by non-affiliates was approximately $370,000,000. The number
of shares of common stock ($.10 per value) outstanding as of December 10, 2004
was 8,949,123.
Registrant's 2004 Annual Report to shareholders is incorporated by
reference into Part II and certain portions of the Registrant's definitive
Proxy Statement in connection with the February 3, 2005 Annual Meeting of
Stockholders (the "Proxy Statement") are incorporated by reference into
Part III of this Annual Report on Form 10-K.
INDEX
Item Page
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PART I
1. Business
General Description . . . . . . . . . . . . . . . 1
Marketing and Sales . . . . . . . . . . . . . . . 2
Patents . . . . . . . . . . . . . . . . . . . . . 3
Raw Materials . . . . . . . . . . . . . . . . . . 3
Competition . . . . . . . . . . . . . . . . . . . 3
Research and Development. . . . . . . . . . . . . 4
Environmental and Other Governmental
Regulations. . . . . . . . . . . . . . . . . . . 4
Employees and Labor Relations. . . . . . . . . . . 4
2. Properties. . . . . . . . . . . . . . . . . . . . . 5
3. Legal Proceedings . . . . . . . . . . . . . . . . . 5
4. Submission of Matters to a Vote of
Security Holders . . . . . . . . . . . . . . . . . 5
4A. Executive Officers of the Registrant. . . . . . . . 5
PART II
5. Market for Registrant's Common Stock,
Related Stockholder Matters and
Issuer Purchases of Equity Securities. . . . . . . 6
6. Selected Financial Data . . . . . . . . . . . . . . 6
7. Management's Discussion and Analysis of
Financial Condition and Results of Operations. . . 7
7A. Quantitative and Qualitative Disclosures
About Market Risk. . . . . . . . . . . . . . . . . 15
8. Consolidated Financial Statements and
Supplementary Data
Consolidated Balance Sheets . . . . . . . . . . . 18
Consolidated Statements of Income . . . . . . . . 20
Consolidated Statements of Stockholders'
Investment and Comprehensive Income. . . . . . . 21
Consolidated Statements of Cash Flows . . . . . . . 22
Notes to Consolidated Financial Statements. . . . . 24
Report of Independent Registered
Public Accounting Firms. . . . . . . . . . . . . . 38
9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure . . . . . . 39
9A. Controls and Procedures . . . . . . . . . . . . . . 39
9B. Other Information . . . . . . . . . . . . . . . . . 39
PART III
10. Directors and Executive Officers
of the Registrant. . . . . . . . . . . . . . . . . 39
11. Executive Compensation. . . . . . . . . . . . . . . 40
12. Security Ownership of Certain Beneficial
Owners and Management and Related
Stockholder Matters. . . . . . . . . . . . . . . . 40
13. Certain Relationships and Related Transactions. . . 40
14. Principal Accountant Fees and Services. . . . . . . 40
PART IV
15. Exhibits, Financial Statement Schedules,
and Reports on Form 8-K. . . . . . . . . . . . . . 40
Financial Statements. . . . . . . . . . . . . . . 40
List of Exhibits. . . . . . . . . . . . . . . . . 40
Signatures of Registrant and Directors. . . . . . 43
Quarterly Financial Data (Unaudited). . . . . . . 44
i
PART I
ITEM 1. BUSINESS
GENERAL DESCRIPTION
Landauer, Inc. is a Delaware corporation organized on December 22, 1987
to carry on the radiation monitoring business previously established by
Tech/Ops, Inc. ("Tech/Ops"). On February 6, 1991, the Company changed its name
from Tech/Ops Landauer, Inc. to Landauer, Inc. As used herein, the "Company"
or "Landauer" refers to Landauer, Inc. and its subsidiaries.
The Company offers a service for measuring, primarily through optically
stimulated luminescent ("OSL") badges worn by client personnel, the dosages of
x-ray, gamma radiation and other penetrating ionizing radiations to which the
wearer has been exposed. This technology is marketed under the trade name
Luxel<registered trademark>. While most of the Company's revenues are
domestic, these services are also marketed by Landauer in Canada and by its
subsidiaries in other parts of the world. As of October 1, 1998, the Company
acquired a 75% interest in SAPRA-Landauer, Ltda., which provides radiation
dosimetry services in Brazil. As of December 28, 1998, SAPRA-Landauer acquired
the radiation dosimetry service business formerly conducted by REM in Sao
Paulo, Brazil. During July 1999, the Chinese government approved the Company's
joint venture agreement with China National Nuclear Corporation to form
Beijing-Landauer, Ltd., which provides radiation monitoring services in China.
Landauer, Inc. owns a 70% interest in Beijing Landauer.
On April 2, 2002, the Company completed an agreement to merge its
European operations with the radiation monitoring business operated by
Laboratoire Central des Industries Electriques ("LCIE"), a wholly-owned
subsidiary of Bureau Veritas ("BV"), a professional services company involved
in quality, health and safety, and environmental management. Under the
agreement, Landauer exchanged its United Kingdom radiation monitoring business
and certain technologies for a 51% controlling interest in the new company
named LCIE-Landauer, Ltd. LCIE contributed its radiation monitoring business,
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.
LCIE-Landauer serves France-based customers from this location and will
continue to serve the United Kingdom customers from Oxford, England.
Additionally, as part of the formation of the new entity LCIE-Landauer
purchased the Philips France radiation monitoring business.
In April 2004, Landauer, Inc. consummated an agreement with BV to
acquire the remaining 49% minority interest in LCIE-Landauer, Ltd. owned by
BV's subsidiary, LCIE, for $10.4 million in cash.
Landauer's activities also include the operations of Nagase-Landauer,
Ltd., a 50%-owned joint venture in Japan involved in radiation monitoring in
that country. Nagase-Landauer commenced operations in 1974.
Landauer's InLight[TM] dosimetry system, introduced in 2003, provides
small and mid-sized in-house and commercial laboratories with the ability to
offer a complete radiation monitoring service using OSL technology. The system
is based on the Company's propriety technology and instruments and dosimetry
devices developed by Mitsushita Industrial Equipment Company and allows
customers the flexibility to tailor their precise dosimetry needs.
Landauer's operations include services for detecting radon gas and its
wholly-owned subsidiary, HomeBuyer's Preferred, Inc., offers a radon
monitoring service and, when necessary, remediation to purchasers of personal
residences. The service is targeted to corporate employee relocation programs
that have generally regarded radon as a serious environmental hazard.
Landauer operates a crystal manufacturing facility in Stillwater,
Oklahoma that it acquired in August 1998. Crystal material is a component in
the Company's OSL technology.
1
The Company's shares are listed on the New York Stock Exchange. As of
September 30, 2004, there were 8,945,665 shares outstanding. The trading
symbol is LDR.
As a reporting company, Landauer is subject to the informational
requirements of the Securities Exchange Act of 1934 (the "Exchange Act") and,
accordingly, files its annual report on Form 10-K, quarterly reports on Form
10-Q, current reports on Form 8-K, proxy statements and other information with
the Securities and Exchange Commission (the "SEC"). The public may read and
copy any materials filed with the SEC at the SEC's Public Reference Room at
450 Fifth Street, NW, Washington, DC 20549. Please call the SEC at (800) SEC-
0330 for further information on the Public Reference Room. As an electronic
filer, Landauer's public filings are maintained on the SEC's Internet site
that contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC. The address of that
website is http://www.sec.gov. In addition, Landauer's annual report on Form
10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and
amendments to those reports filed or furnished pursuant to Section 13(a) or
15(d) of the Exchange Act may be accessed free of charge through Landauer's
website as soon as reasonably practicable after Landauer has electronically
filed such material with, or furnished it to, the SEC. The address of
Landauer's website is http://www.landauerinc.com.
MARKETING AND SALES
Landauer's dosimetry services are marketed in the US and Canada
primarily by full-time Company personnel located in Illinois, California,
Connecticut, Georgia, and Texas. The Company's services are marketed through
ventures in Japan, Brazil and China, as well as its wholly owned subsidiary
operating in the United Kingdom and France. Other firms and individuals market
the Company's services on a commission basis, primarily to small customers.
Worldwide, the Company and its affiliates serve more than 60,000
customers representing approximately 1.5 million individuals. Typically, a
client will contract for a year's service in advance, representing monthly,
bimonthly or quarterly badges, readings, and reports. Sales are made
principally on a subscription basis. Customer relationships in the radiation
monitoring market served by the Company are generally stable and recurring.
Deferred contract revenue, as shown on the consolidated balance sheet,
represents advance payment for services to be rendered. At September 30, 2004
and 2003, deferred contract revenue was $12,554,000 and $12,464,000,
respectively.
The Company's radiation monitoring services are largely based on the
Luxel dosimeter system in which all analyses are performed at the Company's
laboratories in Glenwood, Illinois. Luxel employs the Company's proprietary
optically stimulated luminescence (OSL) technology. Recently, the Company
introduced the InLight dosimetry system that enables certain customers to make
their own OSL measurements where results are needed faster than permitted in
the traditional subscription service business model. InLight is marketed to
the smaller radiation measurement laboratories found at nuclear power plants,
military installations and various national research laboratories operated for
the Department of Energy. InLight also forms the basis for Landauer's
European venture and other future ventures that might occur where local
requirements preclude using a US or other foreign-based laboratory. The
medical physics market where the need to perform dosimetry associated with the
use of radiation in diagnostic and therapeutic radiology is also served by the
InLight product line.
Radon gas detection kits are marketed directly by the Company to
institutional customers and government agencies.
The HomeBuyer's Preferred<registered trademark> Radon Protection Plan
service agreement is marketed directly by the Company to companies and to
their corporate relocation service providers for the benefit of purchasers of
residences incident to transfers of personnel.
2
PATENTS
The Company holds exclusive worldwide licenses to patent rights for
certain technologies that measure and image radiation exposure to crystalline
materials when stimulated with light. These licenses were acquired by the
Company from Battelle Memorial Institute and Oklahoma State University as part
of collaborative efforts to develop and commercialize a new generation of
radiation dosimetry technology. These licenses expire from the years 2011
through 2015.
As of September 30, 2004, the Company is using OSL technology to provide
dosimetry services to essentially all of its domestic and many of its
international customers. These licenses and systems represent an important
proprietary component of the OSL based radiation monitoring services and
products sold under the trade names Luxel, Luxel+ and InLight. Additionally,
the Company holds certain patents that relate to various dosimeter designs.
These patents expire in 2017.
The Company believes that its business is primarily dependent upon the
Company's technical competence, the quality, reliability and price of its
services and products and its prompt and responsive performance.
Rights to inventions of employees working for Landauer are assigned to
the Company.
RAW MATERIALS
The Company has multiple sources for many of its raw materials and
supplies, and believes that the number of sources and availability of items
are adequate. Landauer internally produces certain of its requirements, such
as OSL detector materials and plastic badge holders. All crystal materials
used in the Company's OSL technology are produced at the Company's crystal
manufacturing facility in Stillwater, Oklahoma. The InLight[TM] dosimetry
system and its components are manufactured by Matsushita Industrial Equipment
Company under an exclusive agreement.
COMPETITION
In the United States, Landauer competes against a number of dosimetry
service providers. One of these providers, Global Dosimetry Solutions, Inc. is
a significant competitor with substantial resources. Other competitors in the
United States providing dosimetry services tend to be smaller companies, some
of which operate on a regional basis.
Outside of the United States, radiation monitoring activities are
conducted by a combination of private entities and government agencies. The
Japanese market is served by the Company through its 50%-owned joint venture,
Nagase-Landauer, Ltd. In early 1995, the Company began offering radiation
monitoring services to customers in Canada following approval of the Company's
devices by Canadian authorities. The Company began offering service to
customers in China during fiscal 2000. Customers in Brazil are served through
the Company's joint venture, SAPRA-Landauer, Ltda., while customers in the
United Kingdom and France are served through the Company's wholly owned
subsidiary LCIE-Landauer Ltd. by its laboratory in suburban Paris, France and
sales office in Oxford, England.
In the United States, most government agencies, such as the Department
of Energy and Department of Defense, have their own in-house radiation
monitoring services. Additionally, many large private nuclear power plants
have their own in-house radiation monitoring services.
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. The Company's
InLight[TM] dosimetry system, while competitive with a number of systems
offered by other companies, provides the only OSL-based radiation protection
monitoring system available.
3
Radon gas detection services represent a market where Landauer has many
large and small competitors, many of whom use short-term charcoal detectors
rather than the Company's alpha-track detectors. The HomeBuyer's
Preferred<registered trademark> Radon Protection Plan represents a product
sold exclusively to the corporate relocation market through firms providing
relocation services and directly to corporate customers.
RESEARCH AND DEVELOPMENT
Presently, research efforts seek to expand the use of OSL, particularly
as it applies to radiation measurements in therapeutic and diagnostic
radiology and nuclear medicine, as well as environmental radiation dosimetry.
The InLight[TM] dosimetry system recently released for commercial application
enables the Company's subsidiaries and other small dosimetry laboratories an
economical approach to practice the OSL technology.
The Company's technological expertise has been an important factor in
its growth. The Company regularly pursues product improvements to maintain its
technical position. The development of OSL dosimetry, announced in 1994, was
funded by the Company in its collaborative effort with Battelle Memorial
Institute and Oklahoma State University. The Company commercialized this
technology beginning in 1998 and has converted most of its customers to the
new technology.
The Company also participates regularly in several technical
professional societies, both domestic and international, that are active in
the fields of health physics and radiation detection and monitoring.
ENVIRONMENTAL AND OTHER GOVERNMENTAL REGULATIONS
The Company believes that it complies with federal, state and local
provisions that have been enacted or adopted regulating the discharge of
materials into the environment or otherwise protecting the environment. This
compliance has not had, nor is it expected to have, a material effect on the
capital expenditures, financial condition, liquidity, results of operation, or
competitive position of Landauer.
Many of the Company's technology based services must comply with various
national and international standards that are used by regulatory and
accreditation bodies for approving such services and products. These
accreditation bodies include, for example, the National Voluntary Laboratory
Accreditation Program in the U.S. and governmental agencies, generally, in
international markets. Changes in these standards and accreditation
requirements can result in the Company having to incur costs to adapt its
offerings and procedures. Such adaptations may introduce quality assurance
issues during transition that need to be addressed to ensure timely and
accurate analyses and data reporting. Additionally, changes affecting
radiation protection practices, including new understandings of the hazards of
radiation exposure and amended regulations, may impact how the Company's
services are used by its customers and may in some circumstances cause the
Company to alter its products and delivery of its services.
EMPLOYEES AND LABOR RELATIONS
As of September 30, 2004, the Company employed approximately 425 full-
time employees worldwide. Landauer believes its relations with its employees
are good.
4
ITEM 2. PROPERTIES
Landauer owns three adjacent buildings totaling approximately 60,000
square feet in Glenwood, Illinois, about 30 miles south of Chicago. The
properties house the Company's administrative offices, laboratory, assembly
and reading operations and warehouse. The properties and equipment of the
Company are in good condition and, in the opinion of management, are suitable
and adequate for the Company's operations. The Company maintains a crystal
growth facility in Stillwater, Oklahoma and maintains laboratories in Japan,
Brazil, China, and France, as well as a sales office in Oxford England.
ITEM 3. LEGAL PROCEEDINGS
From time to time the Company is involved in certain legal proceedings.
As of September 30, 2004, no material legal proceedings were pending that
involved the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers of the Company are as follows:
NAME OF OFFICER AGE POSITION
Brent A. Latta 61 President and Chief Executive Officer
James M. O'Connell 57 Vice President, Finance, Treasurer,
Secretary, and Chief Financial Officer
R. Craig Yoder 52 Senior Vice President, Marketing and
Technology
Robert M. Greaney 51 Vice President - Operations
All of the Company's executive officers have been employed by the
Company for more than ten years. Mr. Latta, who joined the Company in April
1987 as Vice President, had for more than five years previously been Vice
President, Marketing of Sherwood Medical Company, a manufacturer and
distributor of medical products. Prior to being elected President and Chief
Executive Officer in 1998, Mr. Latta served as the Vice President-Marketing of
the Company. Mr. O'Connell, prior to joining the Company in September 1990,
served in various financial capacities in the telecommunications,
manufacturing and financial services industries. Dr. Yoder was elected to his
position after serving as the Company's Vice President of Operations since
1994 and Technology Manager since joining in 1983. Prior to joining the
Company, he was a member of the senior technical staff at Pennsylvania Power
and Light, and at Battelle Pacific Northwest Laboratory. Mr. Greaney was
elected to his position in February 2001. He has held positions of increasing
responsibility involving operations and project management since joining the
Company in 1973.
There are no family relationships between any director or executive
officer and any other director or executive officer of the Company.
5
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
The Company's Common Stock is traded on the New York Stock Exchange
under the trading symbol LDR since its listing in January 2002. Prior to that
the Company's Common Stock was traded on the American Stock Exchange. A
summary of market prices of the Company's Common Stock is set forth in the
table on page 44 of this Annual Report on Form 10-K. On December 10, 2004,
there were approximately 600 shareholders of record. The Company believes that
there are approximately 2,000 beneficial owners of its Common Stock. There
were no sales of unregistered securities of the Company and no purchases of
equity securities of the Company during fiscal 2004, by the Company.
The Company has paid regular quarterly cash dividends since January
1990. The Company also paid special cash dividends in 1990 and 1992. On
November 12, 2004, the Company announced that it had increased the regular
quarterly cash dividend by 6% to $0.425 per share for the first quarter of
fiscal 2005. This increase represents an annual rate of $1.70 per share
compared with $1.60 paid in fiscal 2004. A summary of cash dividends paid for
the last two years is set forth in the table on page 44 of this Annual Report
on Form 10-K.
ITEM 6. SELECTED FINANCIAL DATA
A summary of selected financial data for the last six years is set forth
on page 1 of the Company's Annual Report to Stockholders accompanying this
Annual Report on Form 10-K.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS OVERVIEW
Landauer is the leading provider of analytical services to determine
occupational and environmental radiation exposure. For 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
approximately 1.5 million individuals in the U.S., Japan, France, the United
Kingdom, Brazil, Canada, China, Australia and other countries.
Landauer's InLight[TM] dosimetry system, introduced in 2003, provides
small and mid-sized 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.
Landauer's operations include services for detecting, monitoring and, if
necessary, remediating radon gas.
Landauer operates a mature business, and growth in numbers of customers
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 through joint ventures and
acquisitions, modest unit growth and new ancillary services and products.
6
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.
RESULTS OF OPERATIONS
FISCAL 2004 COMPARED TO FISCAL 2003
Revenues reported for fiscal 2004 were $69,809,000, an increase of 7.7%
compared with revenues of $64,818,000 reported for fiscal 2003. Domestic
revenue growth during fiscal 2004, at 6.4%, was attributable to gains in
pricing, unit volume and ancillary service fees for the Company's core
radiation monitoring business. International revenue growth was more than 14%
for the year and reflected favorable currency translation, pricing gains and
unit volume in most foreign markets.
The comparison of 2004 results with a year ago reflects the recognition
of a non-cash asset impairment charge in the amount of $2,750,000 in 2003,
offset by lower incentive compensation expense in the amount of $500,000. The
resulting decline in fiscal 2003 operating income of $2,250,000 lowered
diluted earnings per share by $0.15 (after income tax benefit of $894,000).
Exclusive of the non-cash charge, costs and expenses for fiscal 2004 grew by
$3,878,000 due to increased labor, incentive compensation and employee
benefits expenses, $1,977,000 combined; costs associated with foreign
operations, $887,000, impacted by expansion and currency translation;
depreciation, $524,000; professional fees, $211,000 and direct materials,
$206,000. The increased costs and expenses were impacted by the development of
the InLight product line and the introduction of Luxel+<registered trademark>.
Net other income was $80,000 higher in 2004 as Nagase-Landauer, Ltd. earnings
improved $216,000 from 2003, offset by lower net interest income of $136,000
due to financing costs associated with the acquisition of the remaining
interest in LCIE-Landauer earlier this year. The effective tax rate for 2004
was 37.4% compared with 36.9% for 2003. Net income for fiscal 2004 was
$17,770,000, an increase of 18.3% compared with net income of $15,019,000 for
fiscal 2003; $369,000 of the net income increase is attributable to foreign
currency. Diluted earnings per share for fiscal 2004 were $1.98 compared with
$1.69 reported a year ago.
FISCAL 2003 COMPARED TO FISCAL 2002
Net revenues for fiscal 2003 were $64,818,000, an increase of 10.6%
compared with revenues of $58,608,000 reported for fiscal 2002. Revenue growth
during fiscal 2003 was attributable to gains in pricing, unit volume and
ancillary service fees for the Company's core domestic radiation monitoring
business. Additionally, full-year consolidation of the operations of LCIE-
Landauer, the Company's 51%-owned operating unit in France and the United
Kingdom, and a weak U.S. dollar contributed to reported growth. LCIE-Landauer
was included in consolidated operations for only the second half of 2002.
Consolidated revenues, excluding LCIE-Landauer in 2003 and 2002, increased by
$2.9 million, or 5.2%. The remaining growth for fiscal 2003 was primarily
attributable to price as well as other factors including currency, volume,
ancillary services and product mix.
7
During the second quarter of fiscal 2003 the Company reported a non-cash
charge in the amount of $2,750,000, offset by $500,000 lower incentive
compensation expense, to record the impairment in value of assets related to
Landauer's Aurion service. The resulting $2,250,000 decline in operating
income lowered diluted earnings per share by $0.15 (after income tax benefit
of $894,000). Excluding the impairment charge, costs and expenses for fiscal
2003 grew at a slightly higher rate than revenues reflecting higher expenses
for insurance and employee benefits, $1,138,000; full-year LCIE-Landauer
operations, $2,185,000; a weaker U.S. dollar and higher research costs,
$878,000; partially offset by lower incentive compensation costs, $1,303,000.
Gross margins decreased from 65.1% in fiscal 2002 to 63.9% in fiscal 2003.
Net other income was lower in fiscal 2003, a result of lower net
investment income offset by improved earnings from Nagase-Landauer, Ltd., the
Company's joint venture in Japan. Fiscal 2002 results also reflect the
recognition of a $786,000 gain, or $0.06 per diluted share (after income tax
expense of $275,000) arising from the exchange of a portion of U.K. business
for controlling interest in LCIE-Landauer, the Company's operating unit in
France and the United Kingdom. The effective tax rate for 2003 was 36.9%
compared with 37.3% for 2002. Resulting net income for fiscal 2003 was
$15,019,000 compared with $16,180,000 reported for fiscal 2002. Diluted
earnings per share for fiscal 2003 were $1.69 compared with $1.83 reported a
year ago.
FOURTH QUARTER RESULTS OF OPERATIONS
Revenues for the fourth fiscal quarter of 2004 were $17,566,000, an
increase of 5.5% compared with $16,656,000 a year ago. Revenue growth during
the fourth quarter of fiscal 2004 was attributable to gains in pricing, unit
volume, and ancillary fees for the Company's core domestic radiation
monitoring business. A weak U.S. dollar and modestly higher unit volume also
contributed to international growth. Cost of goods sold was 11% or $653,000
higher than for the same period a year ago, reflecting higher direct labor and
benefit costs, $184,000; direct materials, $181,000; international overhead
$156,000; and depreciation $123,000. The cost increases in the U.S. and Europe
were impacted by the conversion of domestic customers to Luxel+ during the
quarter and the introduction of InLight in France. Operating expenses were
$143,000 higher related primarily to incentive compensation expense of
$525,000, offset by savings related to selected general and administrative
expenses such as outside research. The effective tax rate for the fourth
quarter of fiscal 2004 was 37.0% compared with 36.7% for the same period in
fiscal 2003. For the quarter ended September 30, 2004, the Company reported
earnings of $4,532,000 compared with earnings of $4,352,000 in the same
quarter a year ago; $99,000 of the net income increase is attributable to
foreign currency. Earnings per diluted share for the quarter were $0.50
compared with $0.49 in 2003.
Revenues in the fourth quarter of fiscal 2003 were 8.7% higher than
reported in the same period in fiscal 2002. Revenue growth during the fourth
quarter of fiscal 2003 was attributable to gains in pricing, unit volume and
ancillary service fees for the Company's core domestic radiation monitoring
business. A weak U.S. dollar also contributed to reported growth, particularly
in France, the United Kingdom and Canada. Costs and expenses for fiscal 2003
fourth quarter were 11% higher than for the same period in fiscal 2002,
primarily related to foreign currency, increased research activity, $505,000,
and higher employee benefit costs, $364,000, offset by reduced incentive
compensation expense, $575,000. The Company reported earnings of $4,352,000
compared with earnings of $4,173,000 in the fourth quarter of fiscal 2002.
Earnings per diluted share for the quarter were $0.49 compared with $0.47 in
the fourth quarter of fiscal 2002.
8
OUTLOOK FOR FISCAL 2005
Landauer's business plan for fiscal 2005 anticipates aggregate revenue
growth for the year to be in the range of 7 - 8%. The Company's traditional
domestic and international revenue sources are expected to grow at a rate of
5.5 - 6.5% with sales for the InLight product line contributing to the balance
of revenue growth. Domestic revenue growth is expected to occur as a result of
pricing, moderate unit growth and increased sales of ancillary services.
International revenue growth for 2005 is expected to result from pricing and
increased units, although currency exchange rates may impact results reported
in U.S. dollars. Costs and operating expenses for fiscal 2005 are expected to
grow at a rate slightly higher than revenues. Net other income in fiscal 2005
is anticipated to be comparable to the year just ended and minority interest
should further decline, as a full year of ownership of the entire European
business is realized. The effective income tax rate for fiscal 2005 is
expected to be comparable to 2004 at 37.4%. Resulting net income for 2005 is
anticipated to be higher by 6 - 8% compared with fiscal 2004.
LIQUIDITY AND CAPITAL RESOURCES
Landauer's cash flows, as shown in the statement of cash flows, can
differ from year to year as a result of the Company's operating, investing,
and financing activities. Investments in short-term instruments with maturity
of greater than three months are classified separately from cash and
equivalents.
Investing activities included acquisitions of property, plant and
equipment (including amortizable dosimetry device components, dispositions of
property, plant and equipment, as well as the investments in LCIE-Landauer)
and amounted to $15,090,000 and $4,715,000, respectively, in fiscal 2004 and
2003. Cash paid for income taxes was $10,156,000 in 2004 and $9,086,000 in
fiscal 2003.
The Company's financing activities are primarily comprised of borrowing
activities and payments of cash dividends to shareholders and minority
partners. During fiscal 2004 and fiscal 2003, the Company paid cash dividends
of $13,990,000, or $1.60 per share, and $12,977,000, or $1.50 per share,
respectively.
The Company had long-term liabilities in the amount of $5,162,000 and
$2,661,000 at September 30, 2004 and 2003, respectively, and its requirement
for cash flow to support investing activities is generally limited. Since the
credit agreement described in Note 6 to the financial statements is renewed
each year, borrowings thereunder are classified as current liabilities.
Capital expenditures for fiscal 2005 are expected to amount to approximately
$7,500,000 principally for the acquisition of equipment to support the
Company's InLight 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.
In April 2004 Landauer, Inc. consummated an agreement with Bureau
Veritas ("BV") to acquire the remaining 49% minority interest in LCIE-
Landauer, Ltd. owned by BV's subsidiary, Laboratoire Central Industries des
Electriques ("LCIE"), for $10.4 million in cash. The Company funded the
purchase price from a combination of working capital funds ($2.7 million), and
$7.7 million borrowed under a credit facility obtained in April 2004. This $25
million credit facility is annually renewable upon agreement of the parties
and will mature in April 2005. At September 30, 2004, outstanding borrowings
under the credit agreement were $5,262,000. In the event the credit facility
is not renewed at maturity, it is expected that cash on hand and cash flow
from operations will be sufficient to satisfy the obligation.
9
In the opinion of management, cash flow from operations and the
Company's borrowing capacity under this line of credit 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 and
believes that the credit facility is adequate to fund such investments. See
Note 6 to the financial statements for additional information regarding the
credit facility. The outstanding borrowings under the credit facility are
denominated in Euros, which is the functional currency of LCIE-Landauer, Ltd.
Landauer requires limited working capital for its operations since many
of its customers pay for annual services in advance. Such advance payments
amounted to $12,554,000 and $12,464,000, respectively, as of September 30,
2004 and 2003, and are included in deferred contract revenue. While these
amounts represent a significant component of current liabilities, such amounts
generally do not represent a cash requirement.
Landauer offers radiation monitoring services in the United Kingdom,
Canada, Japan, Brazil, China, and France. The Company's operations in these
markets generally do not depend on significant capital resources.
The Company is exposed to market risk, including changes in foreign
currency exchange rates and interest rates. As discussed in Note 1, "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. The market
risk associated with foreign currency exchange rates is not material in
relation to the Company's financial position, results of operations, or cash
flows. 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 units' functional currencies. As such, the Company does
not use derivative financial instruments to manage the exposure in its non-
U.S. operations.
CONTRACTUAL OBLIGATIONS
As of September 30, 2004, the resources required for scheduled repayment
of contractual obligations were as follows:
Scheduled payment in fiscal years
------------------------------------------------
There-
Contractual Obligations Total 2005 2006-07 2008-09 after
- ----------------------- -------- -------- -------- -------- --------
(Dollars in Thousands)
Notes payable (1) $ 5,262 $ 5,262 $ -- $ -- $ --
Interest payable (2) 110 110 -- -- --
Operating leases (3) 134 134 -- -- --
Purchase obligations
(4) 3,826 3,826 -- -- --
Postretirement
benefits (5) 8,362 306 702 1,497 5,857
Dividends (6) 3,577 3,577 -- -- --
-------- -------- -------- -------- --------
$ 21,271 $ 13,215 $ 702 $ 1,497 $ 5,857
======== ======== ======== ======== ========
(1) Notes payable pertain to the line of credit with a maturity date
of April 12, 2005. The credit agreement is annually renewable
upon agreement of the parties.
(2) Interest payable is computed through the April 12, 2005 maturity
date using 3.38%, the rate at which the line of credit is fixed
through February 28, 2005.
10
(3) The Company has several small operating leases that are short-term
in nature; it has no material operating or capital leases.
(4) Includes accounts payable under other agreements to purchase
goods or services including open purchase orders.
(5) Includes projected benefit payments for retiree medical expenses,
supplemental key executive retirement plans, and a terminated
retirement plan that provides certain retirement benefits payable
to non-employee directors.
(6) Cash dividends in the amount of $0.40 per share were declared on
September 10, 2004.
NEW ACCOUNTING PRONOUNCEMENTS
On November 17, 2003, the Financial Accounting Standards Board (FASB)
issued the final FASB Staff Position (FSP) FAS 150-3, "Effective Date for
Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and
Certain Mandatorily Redeemable Non-controlling Interests under FASB Statement
No. 150 (FAS 150), 'Accounting for Certain Financial Instruments with
Characteristics of Both Liabilities and Equity'". The final FSP affects how
public and nonpublic entities classify, measure, and disclose certain
mandatorily redeemable non-controlling interests associated with finite-lived
subsidiaries and mandatorily redeemable financial instruments and requires
entities that have already adopted FAS 150 to rescind the adoption of certain
provisions of FAS 150 and to permit them to present the adoption of the FSP
either by restating previously issued financial statements or as a cumulative
effect in the period of adoption. The Company has analyzed its financial
instruments in light of FAS 150 and has determined that this statement is not
applicable to its financial position and that the adoption of this statement
has no impact on its consolidated statements.
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. 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 filings issued after January 31, 2003. The Company has
determined that the adoption of FIN 46(R) has no impact on its financial
statements and results of operations.
In December 2003, the Securities and Exchange Commission (SEC) issued
Staff Accounting Bulletin (SAB) No. 104, "Revenue Recognition," which revises
or rescinds portions of the interpretive guidance included in SAB No. 101,
"Revenue Recognition in Financial Statements," in order to make the guidance
consistent with authoritative accounting and auditing guidance and with SEC
rules and regulations. The principal revisions relate to the rescission of
material no longer necessary because of private sector developments in United
States generally accepted accounting principles. The adoption of SAB No. 104
did not have any impact on the Company's financial position or results of
operations.
11
On December 23, 2003 the FASB released revised Statement No. 132R (FAS
132R), "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 the standard are
effective for public entities for fiscal years ending after December 15, 2003
and for quarters beginning after December 15, 2003. The Company implemented
the required disclosure provisions in the quarter ending March 31, 2004.
On January 12, 2004, the FASB released FASB Staff Position No. FAS 106-1
(FSP 106-1). FASB Statement No. 106 (FAS 106), "Employers' Accounting for
Postretirement Benefits Other Than Pensions," requires a company to consider
current changes in applicable laws when measuring its postretirement benefit
costs and accumulated postretirement benefit obligation. However, because (1)
uncertainties may exist for plan sponsors surrounding the effect of the
provisions of the Medicare Prescription Drug, Improvement and Modernization
Act of 2003 (the "Act") and (2) certain accounting issues raised by the Act
are not addressed by FAS 106, FSP 106-1 allows plan sponsors to elect a one-
time deferral of the accounting for the Act. If deferral is elected, the
deferral must remain in effect until the earlier of (a) the issuance of
guidance by the FASB or (b) the remeasurement of plan assets and obligations
subsequent to January 31, 2004. Further, even if an entity elects deferral,
certain disclosure requirements are still required. The FSP is effective for
interim and annual financial statements of fiscal years ending after December
7, 2003. The Company's post retirement benefits are not based on the retiree's
Medicare benefits received. As such, the Company has analyzed its
postretirement benefit costs in light of FSP 106-1 and has determined that the
adoption of this statement has no material impact on its consolidated
statements and has implemented the required disclosure provisions in the
quarter ending June 30, 2004. In May 2004, the Financial Accounting Standards
Board issued FASB Staff Position ("FSP") 106-2, "Accounting and Disclosure
Requirements Related to the Medicare Prescription Drug, Improvement and
Modernization Act of 2003." This statement applies to the sponsor of a single-
employer defined benefit postretirement health care plan for which (a) the
employer has concluded that prescription drug benefits available under the
plan to some or all participants for some or all future years are "actuarially
equivalent" to Medicare Part D and thus qualify for the subsidy under the
Medicare Prescription Drug, Improvement and Modernization Act of 2003; and (b)
the expected subsidy will offset or reduce the employer's share of the cost of
the underlying postretirement prescription drug coverage on which the subsidy
is based. FSP 106-2 requires measurement of the accumulated postretirement
benefit obligation and net periodic postretirement benefit cost to reflect the
effects of the Act in the first interim period beginning after June 15, 2004.
The Company's post retirement benefits are not based on the retiree's Medicare
benefits received nor do they include specific or separate prescription drug
coverage. As such, the Company has analyzed its postretirement benefit costs
in light of FSP 106-2 and has determined that the adoption of this statement
has no material impact on its consolidated financial statements and results of
operations.
In March 2004, the FASB reached a consensus on Emerging Issues Task
Force (EITF) Issue No. 03-1, "The Meaning of Other-Than-Temporary Impairment
and Its Application to Certain Investments," which provides guidance to
determine the meaning of other-than-temporary impairment and its application
to investments classified as either available-for-sale or held-to-maturity
(including individual securities and investments in mutual funds), and
investments accounted for under the cost method or the equity method. The
guidance for evaluating whether an investment is other-than-temporarily
impaired should be applied in other-than-temporary impairment evaluations made
in reporting periods beginning after June 15, 2004. The adoption of Issue No.
03-1 has not had any impact on the Company's financial statements and results
of operations.
12
On March 31, 2004, the FASB issued an exposure document related to
share-based payments that would amend SFAS No. 123, "Accounting for Stock-
Based Compensation." The FASB has tentatively concluded that companies could
adopt the new standard in one of two ways: the modified prospective transition
method and the modified retrospective transition method. Using the modified
prospective transition method, a company would recognize share-based employee
compensation cost from the beginning of the fiscal period in which the
recognition provisions are first applied as if the fair-value-based accounting
method had been used to account for all employee awards granted, modified, or
settled after the effective date and to any awards that were not fully vested
as of the effective date. Using the modified retrospective method, a company
would recognize employee compensation cost for periods presented prior to the
adoption of the proposed Standard in accordance with the original provisions
of SFAS No. 123; that is, an entity would recognize employee compensation cost
in the amounts reported in the pro-forma disclosures provided in accordance
with SFAS No. 123. A company would not be permitted to make any changes to
those amounts upon adoption of the proposed Statement unless those changes
represent a correction of an error (and are disclosed accordingly). For the
periods after the date of adoption of the proposed Standard, the modified
prospective transition method described above would be applied. The FASB
expects to issue the final standard by December 31, 2004. The Company
continues to evaluate the impact the final standard will have on the Company's
results of operations and financial statements. See Notes 1 and 10 to the
financial statements for valuation and stock-based compensation expense.
In April 2004, the EITF reached consensus on EITF Issue No. 03-6,
"Participating Securities and the Two Class Method under FASB Statement No.
128" ("EITF 03-6"). EITF 03-6 addresses a number of questions regarding the
computation of earnings per share by companies that have issued securities
other than common stock that contractually entitle the holder to participate
in the dividends and earnings of the company when, and if, it declares
dividends on its common stock. EITF 03-6 also provides further guidance in
applying the two-class method of calculating earnings per share, clarifying
what constitutes a participating security and how to apply the two-class
method of computing earnings per share once it is determined that a security
is participating, including how to allocate undistributed earnings to such a
security. EITF 03-6 is effective for fiscal periods beginning after March 31,
2004 and requires retroactive restatement of prior earnings per share amounts.
The adoption of Issue No. 03-6 has not had a material impact on the Company's
financial statements and results of operations.
INFLATION
The Company strives to reflect the inflationary impact of materials,
labor and other operating costs and expenses in its prices. The market for the
services and products that the Company offers, however, is highly competitive,
and in some cases has limited the ability of the Company to offset
inflationary cost increases.
FORWARD LOOKING STATEMENTS
Certain matters contained in this report are forward-looking statements,
including, without limitation, the information contained under the heading
"Outlook for Fiscal 2005" in Item 7 of this report and statements concerning
the development and introduction of new technologies, the adaptability of OSL
to new platforms and new formats (such as InLight), the usefulness of older
technologies, the cost associated with the Company's business development and
research efforts, the valuation of the Company's long-lived assets or business
13
units relative to future cash flows, the anticipated results of the Company,
the Company's business plans, foreign exchange risks, government regulations,
changes in postal and delivery practices, the Company's market position,
anticipated revenue and cost growth, the risks of conducting business
internationally, other anticipated financial events, the effects of changing
economic and competitive conditions, government regulations, accreditation
requirements, and pending accounting announcements. 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 plan and
prospects and could create the need from time to time to write down the value
of the assets or otherwise cause the Company to incur unanticipated expenses.
Additional information may be obtained by reviewing the information set forth
below under "Significant Risk Factors" and information contained in the
Company's reports filed from time to time with the SEC.
CRITICAL ACCOUNTING POLICIES
The Securities and Exchange Commission ("SEC") issued statements
regarding disclosure by companies within their management's discussion and
analysis of financial condition and results of operations. In those
statements, the SEC encouraged companies to identify critical accounting
policies. Critical accounting policies are those that are most important to
the portrayal of a company's financial condition and results, and that require
management's most difficult, subjective or complex judgments, often as a
result of the need to make estimates about the effect of matters that are
inherently uncertain. Management has identified the following critical
accounting policies used in the preparation of our financial statements and
accompanying notes.
REVENUE RECOGNITION AND DEFERRED CONTRACT REVENUE
The Company recognizes revenues and the related costs for its services
in the periods for which such services are provided. Many customers pay for
these services in advance. The amounts recorded as deferred contract revenue
in the consolidated balance sheet represent customer deposits invoiced in
advance during the preceding twelve months for services rendered over the
succeeding twelve months, and are net of services rendered through the
respective consolidated balance sheet date. Such advance billings amounted to
$12,554,000 and $12,464,000, respectively, as of September 30, 2004 and
September 30, 2003, are included in deferred contract revenue, and are stated
net of services rendered through the respective consolidated balance sheet
dates. Management believes that the amount of deferred revenue shown at the
respective consolidated balance sheet dates fairly represents the level of
business activity it expects to conduct with customers invoiced under this
arrangement.
ALLOWANCE FOR DOUBTFUL ACCOUNTS
Management judgments and estimates are utilized in connection with
establishing an allowance for the possibility that portions of the Company's
accounts receivable balances may become uncollectable. Specifically,
management analyzes accounts in relation to receivable aging trends, economic
factors, and changes in customer payment history in establishing this
allowance. Accounts receivable, reduced by this allowance of $460,000 as of
September 30, 2004 and $583,000 as of September 30, 2003, amounted to
$15,060,000 and $13,770,000, respectively, as of September 30, 2004 and
September 30, 2003.
14
PROPERTY, PLANT & EQUIPMENT
Plant and equipment (including dosimetry badges and software) are
recorded at cost and are depreciated/amortized on a straight-line basis over
the estimated useful lives, which are primarily thirty years for buildings and
three to eight years for equipment. Landauer assesses the carrying value of
its property, plant and equipment and the remaining useful lives whenever
events or circumstances indicate the carrying value may not be recoverable or
the estimated useful life may no longer be appropriate. Factors considered
important which could trigger this review included competitive conditions,
government regulations and technological changes. Maintenance and repairs are
charged to expense, and renewals and betterments are capitalized. Landauer
capitalizes internal software costs in accordance with SOP 98-1, "Accounting
for the Costs of Computer Software Developed or Obtained for Internal Use",
and such costs amounted to $2,093,000 and $1,867,000, respectively, for fiscal
2004 and fiscal 2003.
GOODWILL AND OTHER INTANGIBLE ASSETS
The Company's intangible assets are comprised of goodwill, purchased
customer lists, licenses and patents. 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, 2002, the amortization of
goodwill and certain intangible assets has ceased beginning in fiscal year
2003. Under SFAS 142, the impairment review of goodwill and other intangible
assets that are not being amortized must be based generally on fair values. As
a result of applying the impairment provisions of SFAS No. 142, no impairment
loss was required. Purchased customer lists are recorded at cost and are
amortized on a straight-line basis over the estimated useful lives, which are
primarily ten years. Patents and licenses are also recorded at cost and are
amortized on a straight-line basis over their useful lives, which range from
10 to 17 years. Other assets are reviewed for impairment whenever
circumstances indicate that an impairment may exist. Such review is based on
estimates of future undiscounted cash flows and an assessment of fair value
based on discounted cash flows or other indicators of fair market value.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
SIGNIFICANT RISK FACTORS
The Company's business and operations are subject to certain risks and
uncertainties, including:
FOREIGN CURRENCY 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 this 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 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, or commitments 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.
15
RELIANCE UPON SINGLE MANUFACTURING FACILITY
Landauer, Inc. conducts its primary manufacturing and laboratory
processing operations from a single facility in Glenwood, IL. In addition, the
Company performs significant functions for some of its international
operations from the Glenwood facility. If the Company were to lose
availability of its primary facility due to fire, natural disaster or other
disruptions, the Company's 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.
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 OSL crystal radiation measurement
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.
Although multiple sources for raw crystal material exists, there can be no
assurance that the Company could secure another source to produce finished
crystal materials to Landauer's specification 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 the
competition 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 laws or regulations may materially
affect Landauer's business or operations in the future and/or could increase
the cost of compliance.
16
Many of the Company's technology based services must comply with various
national and international standards that are used by regulatory and
accreditation bodies for approving such services and products. Changes in
these standards and accreditation requirements can result in the Company
having to incur costs to adapt its offerings and procedures. Such adaptations
may introduce quality assurance issues during transition that need to be
addressed to ensure timely and accurate analyses and data reporting.
Additionally, changes affecting radiation protection practices, including new
understandings of the hazards of radiation exposure and amended regulations,
may impact how the Company's services are used by its customers and may in
some circumstances cause the Company to alter its products and delivery of its
services.
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. The Company also faces
competitive pressures from a number of smaller competitors.
COMPLIANCE WITH SECTION 404 OF THE SARBANES-OXLEY ACT
The Company is in the process of documenting and testing its internal
control procedures in order to satisfy the requirements of Section 404 of the
Sarbanes-Oxley Act, that requires annual management assessments of the
effectiveness of internal controls over financial reporting and a report by
our Independent Auditors addressing these assessments due to be completed by
September 30, 2005. We are in the process of documenting and testing our
system of internal controls to provide the basis for our report. However, at
this time, due to the ongoing evaluation and testing, no assurance can be
given that there may not be internal control deficiencies that would be
required to be reported.
17
ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CONSOLIDATED BALANCE SHEETS
LANDAUER, INC. AND SUBSIDIARIES
(Dollars in Thousands)
----------------------
As of September 30, Notes 2004 2003
- ------------------- ----- -------- --------
ASSETS
Current assets:
Cash and cash equivalents . . . . . . . 1 $ 7,979 $ 10,572
Short-term investments. . . . . . . . . 1 616 440
Receivables, net of allowance
for doubtful accounts of $460
in 2004 and $583 in 2003. . . . . . . 15,060 13,770
Inventories . . . . . . . . . . . . . . 1 3,206 3,513
Prepaid expenses. . . . . . . . . . . . 1,116 967
Prepaid income taxes. . . . . . . . . . 1 & 5 2,292 1,687
Deferred income taxes . . . . . . . . . 5 21 289
-------- --------
Current assets. . . . . . . . . . . . . . 30,290 31,238
-------- --------
Property, plant and equipment,
at cost: 1
Land and improvements . . . . . . . . . 634 634
Buildings and improvements. . . . . . . 4,056 4,082
Equipment . . . . . . . . . . . . . . . 36,331 34,221
-------- --------
41,021 38,937
Less: accumulated depreciation
and amortization. . . . . . . . . . . 22,481 21,711
-------- --------
Net property, plant and equipment . . . . 18,540 17,226
-------- --------
Equity in joint venture . . . . . . . . . 3 3,916 3,402
Goodwill and other intangible assets,
net of amortization . . . . . . . . . . 1 & 4 19,493 8,056
Dosimetry devices, net of amortization. . 1 4,791 4,121
Other assets. . . . . . . . . . . . . . . 488 195
-------- --------
ASSETS. . . . . . . . . . . . . . . . . . $ 77,518 $ 64,238
======== ========
18
CONSOLIDATED BALANCE SHEETS
(CONTINUED)
LANDAUER, INC. AND SUBSIDIARIES
(Dollars in Thousands)
----------------------
As of September 30, Notes 2004 2003
- ------------------- ----- -------- --------
LIABILITIES AND STOCKHOLDERS' INVESTMENT
Current liabilities:
Accounts payable. . . . . . . . . . . . $ 1,306 $ 1,548
Notes payable . . . . . . . . . . . . . 6 5,262 --
Dividends payable . . . . . . . . . . . 3,577 3,316
Deferred contract revenue . . . . . . . 1 12,554 12,464
Accrued compensation and related costs. 2,230 1,459
Accrued pension costs . . . . . . . . . 8 834 837
Accrued taxes on income . . . . . . . . 1 & 5 20 507
Deferred income taxes . . . . . . . . . 5 94 --
Other accrued expenses. . . . . . . . . 2,399 2,037
-------- --------
Current liabilities . . . . . . . . . . . 28,276 22,168
-------- --------
Non-current liabilities:
Pension and postretirement obligations. 8 3,845 2,661
Deferred income taxes . . . . . . . . . 5 1,317 --
-------- --------
Non-current liabilities . . . . . . . . . 5,162 2,661
-------- --------
Minority interest . . . . . . . . . . . . 83 984
Commitments and contingencies . . . . . . 6 & 9 -- --
STOCKHOLDERS' INVESTMENT. . . . . . . . . 7 & 10
Preferred stock, $.10 par value,
authorized 1,000,000 shares;
none issued . . . . . . . . . . . . . . -- --
Common stock, $.10 par value
authorized 20,000,000 shares;
8,945,665 and 8,843,723 issued
and outstanding, respectively
in 2004 and 2003. . . . . . . . . . . . 895 884
Premium paid in on common stock . . . . . 14,400 12,207
Cumulative translation adjustments. . . . (251) (100)
Retained earnings . . . . . . . . . . . . 28,953 25,434
-------- --------
Stockholders' investment. . . . . . . . . 43,997 38,425
-------- --------
LIABILITIES AND STOCKHOLDERS' INVESTMENT. $ 77,518 $ 64,238
======== ========
The accompanying notes are an integral part of these financial statements.
19
CONSOLIDATED STATEMENTS OF INCOME
LANDAUER, INC. & SUBSIDIARIES
(Dollars in Thousands,
For the years ended Except Per Share)
September 30, Notes 2004 2003 2002
- ------------------- ----- -------- -------- --------
Net revenues. . . . . . . . . . $ 69,809 $ 64,818 $ 58,608
-------- -------- --------
Costs and expenses
Cost of sales . . . . . . . . 25,452 23,403 20,462
Selling, general, and
administrative. . . . . . . 1 16,637 14,808 13,747
Impairment in value
of assets . . . . . . . . . 11 -- 2,750 --
-------- -------- --------
42,089 40,961 34,209
-------- -------- --------
Operating income. . . . . . . . 27,720 23,857 24,399
Equity in income of
joint venture . . . . . . . . 3 1,083 867 735
Other income. . . . . . . . . . 40 176 1,137
-------- -------- --------
Income before taxes . . . . . . 28,843 24,900 26,271
Income taxes. . . . . . . . . . 1 & 5 (10,786) (9,193) (9,811)
Income before minority
interest. . . . . . . . . . . 18,057 15,707 16,460
Minority interest . . . . . . . (287) (688) (280)
-------- -------- --------
Net income. . . . . . . . . . . $ 17,770 $ 15,019 $ 16,180
======== ======== ========
Net income per share: 2
Basic. . . . . . . . . . . . $ 2.00 $ 1.71 $ 1.85
Diluted. . . . . . . . . . . $ 1.98 $ 1.69 $ 1.83
======== ======== ========
The accompanying notes are an integral part of these financial statements.
20
<table>
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' INVESTMENT
AND COMPREHENSIVE INCOME
LANDAUER, INC. & SUBSIDIARIES
<caption>
(Dollars in Thousands)
Premium
Paid Total
in on Cumulative Stock- Compre-
Common Common Translation Retained holders' hensive
Stock Stock Adjustments Earnings Investment Income
-------- -------- ----------- -------- ---------- --------
<s> <c> <c> <c> <c> <c> <c>
Balance September 30, 2001. . . . . $ 873 $ 9,876 $ (826) $ 19,720 $ 29,643
Options exercised . . . . . . . . . 5 1,070 -- -- 1,075
Net income. . . . . . . . . . . . . -- -- -- 16,180 16,180 $ 16,180
Foreign currency translation
adjustment. . . . . . . . . . . . -- -- (29) -- (29) (29)
Dividends . . . . . . . . . . . . . -- -- -- (12,263) (12,263) --
-------- -------- -------- --------- -------- --------
Comprehensive income. . . . . . . . $ 16,151
========
Balance September 30, 2002. . . . . 878 10,946 (855) 23,637 34,606
Options exercised . . . . . . . . . 6 1,261 -- -- 1,267
Net income. . . . . . . . . . . . . -- -- -- 15,019 15,019 $ 15,019
Foreign currency translation
adjustment. . . . . . . . . . . . -- -- 755 -- 755 755
Dividends . . . . . . . . . . . . . -- -- -- (13,222) (13,222) --
-------- -------- -------- --------- -------- --------
Comprehensive Income. . . . . . . . $ 15,774
========
Balance September 30, 2003. . . . . 884 12,207 (100) 25,434 38,425
Options exercised . . . . . . . . . 11 2,193 -- -- 2,204
Net Income. . . . . . . . . . . . . -- -- -- 17,770 17,770 $ 17,770
Foreign currency translation
adjustment. . . . . . . . . . . . -- -- (151) -- (151) (151)
Dividends . . . . . . . . . . . . . -- -- -- (14,251) (14,251) --
-------- -------- -------- --------- -------- --------
Comprehensive Income. . . . . . . . $ 17,619
========
Balance September 30, 2004. . . . . $ 895 $ 14,400 $ (251) $ 28,953 $ 43,997
======== ======== ======== ======== ========
<fn>
The accompanying notes are an integral part of these financial statements.
21
</table>
CONSOLIDATED STATEMENTS OF CASH FLOWS
LANDAUER, INC. & SUBSIDIARIES
(Dollars in Thousands)
For the years ended September 30, 2004 2003 2002
- --------------------------------- -------- -------- --------
Cash flow from operating activities:
Net income. . . . . . . . . . . . . . $ 17,770 $ 15,019 $ 16,180
Adjustments to reconcile net income
to net cash provided by operating
activities:
Asset impairment charge . . . . . . . -- 2,750 --
Non-cash gain from exchange of
assets. . . . . . . . . . . . . . . -- -- (786)
Depreciation. . . . . . . . . . . . . 5,197 4,673 4,099
Amortization. . . . . . . . . . . . . 497 384 271
Bad debt expense. . . . . . . . . . . (17) 246 259
Equity in income of foreign
affiliate . . . . . . . . . . . . . (1,083) (867) (735)
Dividends received from foreign
affiliates. . . . . . . . . . . . . 598 535 334
Tax effect of stock options . . . . . 1,451 920 472
(Increase) decrease in short-term
investments . . . . . . . . . . . . (177) (123) 70
Increase in accounts receivable
- net . . . . . . . . . . . . . . . (1,273) (395) (2,166)
(Increase) decrease in inventory. . . 306 (1,626) (442)
(Increase) decrease in prepaid
expenses. . . . . . . . . . . . . . (753) 477 (2,424)
Net increase in other assets. . . . . (3,200) (1,953) (2,083)
(Decrease) increase in accounts
payable . . . . . . . . . . . . . . 162 (56) 657
Increase (decrease) in net
deferred taxes. . . . . . . . . . . 268 (1,749) 1,216
Increase (decrease) in accrued
liabilities . . . . . . . . . . . . 645 (369) 965
Increase in deferred contract
revenue . . . . . . . . . . . . . . 89 580 995
Increase in non-current
liabilities . . . . . . . . . . . . 1,184 751 42
Increase in minority interest . . . . 278 809 407
-------- -------- --------
Net cash provided from operating
activities. . . . . . . . . . . . . . 21,942 20,006 17,331
-------- -------- --------
Cash flows from investing activities:
Acquisition of property,
plant & equipment . . . . . . . . . (4,773) (4,715) (4,656)
Disposition of property,
plant & equipment . . . . . . . . . 87 -- --
Acquisition of minority interests . . (10,404) -- (877)
-------- -------- --------
Net cash used by investing
activities. . . . . . . . . . . . . . (15,090) (4,715) (5,533)
-------- -------- --------
22
CONSOLIDATED STATEMENTS OF CASH FLOWS
(CONTINUED)
LANDAUER, INC. & SUBSIDIARIES
(Dollars in Thousands)
For the years ended September 30, 2004 2003 2002
- --------------------------------- -------- -------- --------
Cash flows from financing activities:
Dividends paid to stockholders. . . . (13,990) (12,977) (12,246)
Dividends paid to minority
interest. . . . . . . . . . . . . . (915) (287) (58)
Proceeds from the exercise of
stock options . . . . . . . . . . . 753 348 603
Advance from (repayment to)
affiliates. . . . . . . . . . . . . (404) (185) 504
Net proceeds from revolving
credit facility . . . . . . . . . . 5,262 -- --
-------- -------- --------
Net cash used by financing
activities. . . . . . . . . . . . . . (9,294) (13,101) (11,197)
-------- -------- --------
Effects of foreign currency
translation . . . . . . . . . . . . . (151) 755 (29)
-------- -------- --------
Net increase (decrease) in
cash and cash equivalents . . . . . . (2,593) 2,945 572
Opening balance -
cash and cash equivalents . . . . . . 10,572 7,627 7,055
-------- -------- --------
Ending balance -
cash and cash equivalents . . . . . . $ 7,979 $ 10,572 $ 7,627
======== ======== ========
Supplemental disclosure of
cash flow information:
Cash paid for income taxes. . . . . . $ 10,156 $ 9,086 $ 10,207
======== ======== ========
Supplemental non-cash investing
& financing information:
Dividend declared . . . . . . . . . . $ 3,577 $ 3,316 $ 3,071
======== ======== ========
The accompanying notes are an integral part of these financial statements.
23
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
LANDAUER, INC. AND SUBSIDIARIES
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying consolidated financial statements include the
accounts of Landauer, Inc.; LCIE-Landauer, Ltd. and HomeBuyer's Preferred,
Inc., its wholly-owned subsidiaries; SAPRA-Landauer, Ltda., its 75%-owned
subsidiary and Beijing-Landauer, Ltd., its 70%-owned subsidiary,
("Landauer" or the "Company"). Nagase-Landauer, Ltd. (50%-owned) is a
Japanese corporation that is accounted for on the equity basis. All
material intercompany transactions have been eliminated.
CASH EQUIVALENTS
Cash equivalents include investments with an original maturity of
three months or less. Primarily all investments are short-term money market
instruments.
INVESTMENTS
Investments having an original maturity of longer than three months
but less than one year are classified as current assets. Those having an
original maturity of longer than one year are classified as non-current
assets.
INVENTORIES
Inventories, principally the components associated with dosimetry
devices, are valued at lower of cost or market utilizing a first-in,
first-out method.
REVENUES AND DEFERRED CONTRACT REVENUE
The Company recognizes revenues and the related costs for its
services in the periods for which such services are provided. Many
customers pay for these services in advance. The amounts recorded as
deferred contract revenue in the consolidated balance sheet represent
customer deposits invoiced in advance during the preceding twelve months
for services to be rendered over the succeeding twelve months, and are net
of services rendered through the respective consolidated balance sheet
date. Management believes that the amount of deferred contract revenue
shown at the respective consolidated balance sheet date fairly represents
the level of business activity it expects to conduct with customers
invoiced under this arrangement.
RESEARCH AND DEVELOPMENT
The cost of research and development programs is charged to selling,
general and administrative expense as incurred and amounted to
approximately $1,758,000 in 2004, $1,819,000 in 2003 and $941,000 in 2002.
Research and development costs include salaries and allocated employee
benefits, third party research contracts, depreciation and supplies.
DEPRECIATION, AMORTIZATION AND MAINTENANCE
Plant and equipment are depreciated on a straight-line basis over
their estimated useful lives, which are primarily thirty years for
buildings and three to eight years for equipment. Dosimetry devices
(principally badges) and software are amortized on a straight-line basis
over their estimated lives, which are three to five years. Maintenance and
repairs are charged to expense, and renewals and betterments are
capitalized.
24
ADVERTISING
The Company expenses the costs of advertising as incurred.
Advertising expense amounted to $396,000 in fiscal 2004, $345,000 in fiscal
2003 and $473,000 in fiscal 2002.
INCOME TAXES
Landauer files income tax returns in the jurisdictions in which it
operates. For financial statement purposes, provisions for federal and
state income taxes have been computed in accordance with the provisions of
SFAS No. 109, "Accounting for Income Taxes."
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
Certain reclassifications have been made in the financial statements
for comparative purposes. These reclassifications have no effect on the
results of operations or financial position.
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 issued Statement of
Financial Accounting Standards ("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 costs 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:
(Amounts in $000's,
Except Per Share) 2004 2003 2002
---------------------- -------- -------- --------
Net income, as reported . . . . . $ 17,770 $ 15,019 $ 16,180
Deduct: Total stock-based
employee compensation expense
determined under fair value
based method for all awards,
net of related tax effects. . . 1,282 243 108
-------- -------- --------
Pro forma net income. . . . . . . $ 16,488 $ 14,776 $ 16,072
======== ======== ========
Earnings per share:
Basic - As Reported . . . . . . $ 2.00 $ 1.71 $ 1.85
Basic - Pro Forma . . . . . . . $ 1.85 $ 1.68 $ 1.84
======== ======== ========
Diluted - As Reported . . . . . $ 1.98 $ 1.69 $ 1.83
Diluted - Pro Forma . . . . . . $ 1.84 $ 1.66 $ 1.82
======== ======== ========
25
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.
RECENT ACCOUNTING PRONOUNCEMENTS
On November 24, 2004, the Financial Accounting Standards Board (FASB)
released revised FASB Statement No. 151 (FAS 151), "Inventory Costs - an
amendment of ARB No. 43". The new standard requires amounts of idle
facility expense, freight, handling costs, and wasted material (spoilage)
to be recognized as current-period charges. It also requires that
allocation of fixed production overheads to the costs of conversion be
based on the normal capacity of the production facilities. The requirements
of the standard will be effective for inventory costs incurred during
fiscal years beginning after June 15, 2005. The Company is reviewing FAS
No. 151 to determine its impact on the Company's results of operations and
financial statements.
2. INCOME PER COMMON SHARE
Earnings per share (EPS) 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 year. 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 year.
Following is a table that shows the weighted average number of shares
of common stock for the years ended September 30:
(Amounts in Thousands) 2004 2003 2002
---------------------- -------- -------- --------
Weighted average number of
shares of common stock
outstanding . . . . . . . . . . 8,894 8,808 8,756
Options issued to employees . . . 77 83 99
-------- -------- --------
Weighted average number of
shares of common stock
assuming dilution . . . . . . . 8,971 8,891 8,855
======== ======== ========
Following is a table that provides net income and earnings per share
for the years ended September 30:
(Amounts in Thousands,
Except Per Share) 2004 2003 2002
---------------------- -------- -------- --------
Net income. . . . . . . . . . . . $ 17,770 $ 15,019 $ 16,180
Basic EPS . . . . . . . . . . . . $ 2.00 $ 1.71 $ 1.85
Diluted EPS . . . . . . . . . . . $ 1.98 $ 1.69 $ 1.83
======== ======== ========
3. EQUITY IN JOINT VENTURE
Landauer's 50% interest in the common stock of Nagase-Landauer, Ltd.,
a Japanese corporation located in Tokyo and engaged in providing radiation
monitoring services in Japan, is accounted for on the equity basis. The
related equity in earnings of this joint venture is included in its own
caption in the accompanying Statements of Income. Nagase-Landauer, Ltd.
distributed dividends to Landauer, Inc. of $598,000 in 2004 and $535,000 in
2003.
26
Condensed unaudited results of operations for Nagase-Landauer, Ltd.
for the years ended September 30, are as follows, converted into U.S.
dollars at the then-current rate of exchange:
(Dollars in Thousands) 2004 2003 2002
---------------------- -------- -------- --------
Revenues. . . . . . . . . . . . . $ 13,687 $ 14,227 $ 12,790
Income before income taxes. . . . 3,838 3,218 2,642
Net income. . . . . . . . . . . . 2,166 1,734 1,470
======== ======== ========
Average exchange rate (<yen>/$) . 108.8 118.9 125.9
======== ======== ========
Condensed unaudited balance sheets for the years ended September 30,
2004 and 2003 are as follows:
(Dollars in Thousands) 2004 2003
---------------------- -------- --------
Current assets. . . . . . . . . . $ 12,699 $ 11,179
Other assets. . . . . . . . . . . 1,529 1,806
-------- --------
Total assets. . . . . . . . . . . $ 14,228 $ 12,985
======== ========
Liabilities . . . . . . . . . . . $ 6,376 $ 6,181
Stockholders' investment. . . . . 7,852 6,804
-------- --------
Total liabilities and
stockholders' investment. . . . $ 14,228 $ 12,985
======== ========
4. GOODWILL AND OTHER INTANGIBLE ASSETS
On October 1, 2001 the Company adopted SFAS No. 142 "Goodwill and
Other Intangible Assets." SFAS No. 142 requires that goodwill and certain
intangible assets no longer be amortized to earnings, but be reviewed
periodically for impairment. SFAS No. 142 requires transitional disclosure
of what reported income before extraordinary items and net income would
have been in all periods presented, exclusive of amortization expense
recognized in those periods related to goodwill and intangible assets that
are no longer being amortized. Similarly, adjusted per-share amounts also
are required to be disclosed for all periods presented. Consistent with the
provisions of SFAS No. 142, the Company did not amortize goodwill to
earnings for any of the periods presented. As a result of applying the
impairment provisions of SFAS 142, no impairment loss was indicated in the
value of goodwill.
The cost of purchased businesses included in the accompanying
consolidated financial statements exceeded the fair value of net tangible
and identifiable intangible assets at the date of acquisition in the amount
of $16,420,000. As of September 30, 2004 and 2003, accumulated amortization
was $3,264,000 and $3,263,000, respectively. 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 are reviewed periodically
for impairment. For acquisitions completed before June 30, 2001, the
amortization of goodwill and certain intangible assets has ceased beginning
in fiscal year 2002. Accordingly, the Company did not recognize goodwill
amortization expense in fiscal 2004, 2003 or 2002. Goodwill amortization
expense aggregated $190,000 in fiscal 2001. Diluted earnings per share
(EPS) increased by approximately $0.04 in 2004 and $0.02 in 2003 due to the
reduction in amortization expense. As a result of applying the impairment
provisions of SFAS 142, no impairment loss was indicated in the value of
goodwill.
27
The components of goodwill and other intangible assets for the years
ended September 30, 2004 and 2003 are as follows:
(Dollars in Thousands) 2004 2003
---------------------- -------- --------
Goodwill (not amortized). . . . . $ 13,156 $ 5,257
Customer list, net of
amortization (useful life
of 10-15 years) . . . . . . . . 5,702 2,118
Licenses and patents, net of
amort. (useful life of 10-17
years). . . . . . . . . . . . . 393 254
Other intangibles, net of
amortization (useful life
of 10 years). . . . . . . . . . 242 427
-------- --------
Total . . . . . . . . . . . . . . $ 19,493 $ 8,056
======== ========
The intangible asset amounts noted above are presented net of
accumulated amortization of $4,359,000 at September 30, 2004 and $4,359,000
at September 30, 2003. Amortization of intangible assets was $497,000,
$384,000, and $271,000 for the years ended September 30, 2004, 2003 and
2002, respectively. Estimated annual aggregate amortization expense related
to intangible assets will be approximately $570,000 for each of the next
five years.
On April 2, 2002, the Company completed an agreement to merge its
European operations with Laboratoire Central des Industries Electriques
("LCIE"), a wholly-owned subsidiary of Bureau Veritas ("BV"), a
professional services company involved in quality, health and safety, and
environmental management. Under the agreement, Landauer exchanged its
United Kingdom 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 Ltd. LCIE, contributed its
radiation monitoring business that has current annual revenues of more than
$3,000,000, in France. The Company recognized a gain of $786,000 in fiscal
2002 arising from this transaction. Additionally, as part of the formation
of the new entity, 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. Total consideration for these
acquisitions aggregated approximately $2,000,000, which was allocated
principally to working capital and customer lists. The $1,681,000 allocated
to customer list is amortized over 10 years.
In April 2004 Landauer, Inc. consummated an agreement with BV to
acquire the remaining 49% minority interest in LCIE-Landauer, Ltd. owned by
BV's subsidiary, LCIE, for $10.4 million in cash. The purchase price was
allocated based on estimates of fair value as determined by an independent
third party valuation consultant. Substantially all the purchase price,
plus deferred tax liabilities recorded, was allocated to intangible assets
including $3.9 million of customer lists (amortized over the estimated
useful life of 15 years) and goodwill of $7.9 million.
LCIE-Landauer has its headquarters and laboratory at the current LCIE
location in Fontenay-aux-Roses, a Paris suburb, and will continue to serve
United Kingdom customers from Oxford, England.
28
5. INCOME TAXES
The components of the provision for income taxes for the years ended
September 30, 2004, 2003 and 2002 are as follows:
2004
------------------------------
(Dollars in Thousands) Current Deferred Total
---------------------- -------- -------- --------
Federal . . . . . . . . . . . . . $ 8,757 $ 220 $ 8,977
State . . . . . . . . . . . . . . 1,765 44 1,809
-------- -------- --------
Total . . . . . . . . . . . . . . $ 10,522 $ 264 $ 10,786
======== ======== ========
2003
------------------------------
Current Deferred Total
-------- -------- --------
Federal . . . . . . . . . . . . . $ 9,120 $ (1,457) $ 7,663
State . . . . . . . . . . . . . . 1,821 (291) 1,530
-------- -------- --------
Total . . . . . . . . . . . . . . $ 10,941 $ (1,748) $ 9,193
======== ======== ========
2002
------------------------------
Current Deferred Total
-------- -------- --------
Federal . . . . . . . . . . . . . $ 7,014 $ 992 $ 8,006
State . . . . . . . . . . . . . . 1,581 224 1,805
-------- -------- --------
Total . . . . . . . . . . . . . . $ 8,595 $ 1,216 $ 9,811
======== ======== ========
The provision for taxes on income in each period differs from that
which would be computed by applying the statutory U.S. federal income tax
rate to the income before taxes. The following is a summary of the major
items affecting the provision:
(Dollars in Thousands) 2004 2003 2002
---------------------- -------- -------- --------
Statutory federal income
tax rate. . . . . . . . . . . . 35% 35% 35%
Computed tax provision at
statutory rate. . . . . . . . . $ 10,095 $ 8,715 $ 9,195
Increases (decreases)
resulting from:
State income tax provision,
net of federal benefit. . . . 1,176 959 1,173
Other . . . . . . . . . . . . . (485) (481) (557)
-------- -------- --------
Income tax provision in the
statement of income . . . . . . $ 10,786 $ 9,193 $ 9,811
======== ======== ========
The Company has adopted SFAS No. 109, "Accounting For Income Taxes."
Accordingly, the Company recognizes certain income and expense items in
different years for financial and tax reporting purposes. These temporary
differences are primarily attributable to (a) utilization of accelerated
depreciation methods for tax purposes, (b) amortization of badge holder and
software development costs, (c) limitations on deductibility of pension
costs, (d) accrued benefit claims, vacation pay, and other compensation-
related costs, and (e) allowances for obsolete inventory.
29
Significant components of deferred taxes are as follows:
(Dollars in Thousands) 2004 2003
---------------------- -------- --------
Deferred tax assets:
Badge holder amortization . . . $ 1,778 $ 1,421
Pension accrual . . . . . . . . 1,267 1,273
Compensation expense. . . . . . 494 455
Inventory reserve . . . . . . . 146 146
Other . . . . . . . . . . . . . 699 1,192
-------- --------
$ 4,384 $ 4,487
======== ========
Deferred tax liabilities:
Depreciation. . . . . . . . . . $ (298) $ 320
Software development. . . . . . 4,661 3,878
-------- --------
$ 4,363 $ 4,198
======== ========
In 2004, the Company recorded a $1.4 million deferred tax liability
resulting from the intangible assets purchased in the LCIE-Landauer Ltd.
minority interest acquisition.
6. NOTES PAYABLE
In April 2004 the Company negotiated a $25 million line of credit
provided by LaSalle Bank, ABN AMRO. The credit facility, with a maturity
date of April 12, 2005, provides funds that are to be used for working
capital and other general corporate purposes. The credit agreement is
annually renewable upon agreement of the parties and provides the Company
with the option of electing to borrow funds denominated in US dollars or
Euros that bear interest rates based on the federal funds rate, prime rate,
EURIBOR or LIBOR. It also contains certain covenants, including a covenant
for minimum tangible net worth. As of September 30, 2004 the Company was in
compliance with all of the covenants contained in the credit agreement.
In April 2004 the Company borrowed $7,724,000 under this facility as
part of funding the acquisition of the remaining 49% minority interest in
LCIE - Landauer, Ltd. During the 2004 fiscal year the Company made
principal payments of $2,763,000, as well as an interest payment of
$30,000.
Current outstanding balances under the line are denominated in Euros
and bear interest at the applicable EURIBO rate plus 1.25% per annum. At
September 30, 2004, the loan is based upon the 181 day EURIBO rate and is
fixed at 3.38% until February 28, 2005, at which time the Company will
execute a new EURIBOR election notice and specify the interest period and
rate for the remaining balance of the advance under the terms of the credit
agreement. In the event the credit facility is not renewed at maturity, it
is expected that cash on hand, and cash flow from operations will be
sufficient to satisfy the obligation. The expectation is the Company will
fund Euro-based debt service payments from the Euro-denominated cash flows.
7. CAPITAL STOCK
Landauer has two classes of capital stock, preferred and common, with
a par value of $.10 per share for each class. As of September 30, 2004 and
2003 there were 8,945,665 and 8,843,723 shares of common stock issued and
outstanding (20,000,000 shares are authorized), respectively. There are no
shares of preferred stock issued (1,000,000 shares are authorized). Cash
dividends of $1.60 per share were paid in fiscal 2004. At September 30,
2004, there are accrued and unpaid dividends of $3,577,000.
30
Landauer has reserved 1,450,000 shares of common stock for grants
under its stock bonus and option plans. Recipients of grants or options
must execute a standard form of noncompetition agreement. As of
September 30, 2004, there have been no bonus shares issued.
8. EMPLOYEE BENEFIT PLANS
In the United States, Landauer maintains a noncontributory defined
benefit pension plan covering substantially all full-time employees. The
Company also maintains a Supplemental Key Executive Retirement Plan that
provides for certain retirement benefits payable to key officers and
managers. While charges for the supplemental plan are expensed annually,
the plan is not separately funded. The Company maintains a directors'
retirement plan that provides for certain retirement benefits payable to
non-employee directors. The directors' plan was terminated in 1997.
Pensions for international employees are generally provided under
government sponsored programs funded by employment taxes.
Plan assets for the defined benefit pension plan include marketable
equity securities, corporate and government debt securities, and cash and
short-term investments. The Supplemental Key Executive Retirement Plan and
the director's retirement plan are not separately funded.
Landauer maintains a 401(k) savings plan covering substantially all
U.S. full-time employees. Qualified contributions made by employees to the
plan are partially matched by the Company. $141,000, $124,000, and $130,000
was provided to expense for the years ended September 30, 2004, 2003 and
2002, respectively, under this plan.
Landauer has adopted SFAS No. 106, "Accounting for Postretirement
Benefits Other than Pensions" to account for the Company's unfunded retiree
medical expense reimbursement plan. Under the terms of the plan which
covers retirees with ten or more years of service, the Company will
reimburse retirees to age 70 for (i) a portion of the cost of coverage
under the then-current medical and dental insurance plans if the retiree is
under age 65, or (ii) all or a portion of the cost of Medicare and
supplemental coverage if the retiree is over age 64. The assumption for
health-care cost trend rates were 6% for those younger than 65, and 5% for
those 65 and older. The effect of a one percent increase on service and
interest costs and postretirement benefit obligation would be $20,000 and
$153,000, respectively. For a one percent decrease, the effect would be a
reduction to service and interest costs and postretirement benefit
obligation of $17,000 and $135,000, respectively. The amount of the
Company's unrecognized transition obligation resulting from the adoption of
SFAS No. 106 is $182,000 as of September 30, 2004. This liability is
included in "Other accrued expenses."
The Company uses a September 30 measurement date for the majority of
its plans.
The following tables set forth the status of these combined plans at
September 30, 2004 and 2003 in accordance with SFAS Nos. 87 and 132:
Pension Benefits Other Benefits
------------------- -------------------
(Dollars in Thousands) 2004 2003 2004 2003
- ---------------------- -------- -------- -------- --------
Change in benefit obligation:
Benefit obligation at
beginning of year . . . $ 16,390 $ 11,917 $ 1,148 $ 984
Service cost. . . . . . . 1,001 862 98 85
Interest cost . . . . . . 986 904 82 65
Amendments. . . . . . . . -- 1,567 -- --
Actuarial (gain) loss . . (347) 1,415 182 46
Benefits paid . . . . . . (293) (275) (16) (32)
-------- -------- -------- --------
Benefit obligation at
end of period . . . . . . $ 17,737 $ 16,390 $ 1,494 $ 1,148
======== ======== ======== ========
31
Pension Benefits Other Benefits
------------------- -------------------
(Dollars in Thousands) 2004 2003 2004 2003
- ---------------------- -------- -------- -------- --------
Change in plan assets:
Fair value of assets at
beginning of year . . . $ 8,025 $ 6,959 $ -- $ --
Actual return on plan
assets. . . . . . . . . 373 677 -- --
Employer contribution . . 837 664 16 32
Benefits paid . . . . . . (293) (275) (16) (32)
-------- -------- -------- --------
Fair value of assets at
end of period . . . . . . $ 8,942 $ 8,025 $ -- $ --
======== ======== ======== ========
Reconciliation of funded
status:
Funded status . . . . . . $ (8,795) $ (8,365) $ (1,494) $ (1,148)
Unrecognized transition
obligation (asset). . . (19) (25) 182 204
Unrecognized prior
service cost. . . . . . 1,387 1,544 34 51
Unrecognized net
actuarial (gain) loss . 3,848 4,039 187 16
-------- -------- -------- --------
Net amount recognized . . . $ (3,579) $ (2,807) $ (1,091) $ (877)
======== ======== ======== ========
The accumulated benefit obligation for all defined benefit pension
plans was $11,961,000 and $10,799,000 at September 30, 2004 and 2003,
respectively.
Information for pension plans with an accumulated benefit obligation
in excess of plan assets:
September 30,
(Dollars in Thousands) 2004 2003
---------------------- -------- --------
Projected benefit obligation. . . $ 4,040 $ 3,799
Accumulated benefit obligation. . 3,514 3,195
Fair value of plan assets . . . . -- --
======== ========
Components of Net Periodic Benefit Cost:
Pension Benefits Other Benefits
------------------- -------------------
(Dollars in Thousands) 2004 2003 2004 2003
---------------------- -------- -------- -------- --------
Service cost. . . . . $ 1,001 $ 862 $ 98 $ 85
Interest cost . . . . 986 904 82 65
Expected return on
plan assets . . . . (650) (560) -- --
Amortization of
transition obliga-
tion (asset). . . . (6) (6) 23 23
Amortization of
prior service cost. 156 155 17 17
Recognized net
actuarial (gain)
loss. . . . . . . . 120 92 11 --
-------- -------- -------- --------
Net periodic
benefit cost. . . . $ 1,607 $ 1,447 $ 231 $ 190
======== ======== ======== ========
32
ASSUMPTIONS
Weighted-average assumptions used to determine benefit obligations at
September 30:
Pension Benefits Other Benefits
------------------- -------------------
2004 2003 2004 2003
-------- -------- -------- --------
Discount rate . . . . 6.25% 6.25% 6.25% 6.25%
Rate of compensation
increase. . . . . . 5.19% 5.17% 6.00% 6.00%
Weighted average assumptions used to determined net periodic benefit
cost for years ended September 30:
Pension Benefits Other Benefits
------------------- -------------------
2004 2003 2004 2003
-------- -------- -------- --------
Discount rate . . . . 6.25% 6.75% 6.25% 6.75%
Expected long-term
return on plan
assets. . . . . . . 8.00% 8.00% 0.00% 0.00%
Rate of compensation
increase. . . . . . 5.19% 5.17% 6.00% 6.00%
The expected long-term rate of return of plan assets is based on
historical and projected rates of return for current and planned asset
classes in the plan's investment portfolio. Based on the target asset
allocation for each asset class, the overall expected rate of return for
the portfolio was developed and adjusted for historical and expected
experience of the active portfolio management results compared to the
benchmark returns and for the effect of expenses paid from plan assets. The
Company reviews this long-term assumption on an annual basis.
Assumed health care cost trend rates at September 30:
2004 2003
-------- --------
Health care cost trend rate
assumed for next year . . . . . 12% 12%
Rate to which the cost trend
rate is assumed to decline
(the ultimate trend rate) . . . 6% 6%
Year that the rate reaches
the ultimate trend rate . . . . 2010 2009
Assumed health care cost trend rates have a significant effect on the
amounts reported for the health care plans. A one-percentage-point change
in assumed health care cost trend rates would have the following effects:
1-Percentage- 1-Percentage-
(Dollars in Thousands) Point Increase Point Decrease
---------------------- -------------- --------------
Effect on total of service
and interest cost . . . . . . $ 20 $ (17)
Effect on postretirement
benefit obligation. . . . . . 153 (135)
33
PLAN ASSETS
Landauer's pension plan weighted-average asset allocations at
September 30, 2004, and 2003, by asset category are as follows:
Plan Assets
at September 30,
Asset Category 2004 2003
-------------- -------- --------
Fixed income. . . . . . . . . . . 55% 56%
Equity securities . . . . . . . . 44% 41%
Cash equivalents. . . . . . . . . 1% 3%
---- ----
Total . . . . . . . . . . . . . . 100% 100%
==== ====
The plan's investment strategy supports the objectives of the plan.
These objectives are to maximize returns in order to minimize contributions
within reasonable and prudent levels of risk. To achieve theses objectives,
the Company has established a strategic asset allocation policy to maintain
approximately one half of plan assets in high quality fixed income
securities such as investment grade bonds and short term government
securities, with the other half containing large capitalization equity
securities. The plan's objective is to periodically rebalance its assets to
approximate weighted-average target asset allocations. Investments are
diversified across classes and within each class to minimize the risk of
large losses.
CONTRIBUTIONS
The Company expects to contribute $789,000 to its pension plan in
fiscal 2005, the maximum amount permitted under U.S. tax law.
ESTIMATED FUTURE BENEFIT PAYMENTS
The following benefit payments, which reflect expected future
service, as appropriate, are expected to be paid:
Pension Other
(Dollars in Thousands) Benefits Benefits
---------------------- -------- --------
2005. . . . . . . . . . . . . . . $ 284 $ 22
2006. . . . . . . . . . . . . . . 326 13
2007. . . . . . . . . . . . . . . 344 19
2008. . . . . . . . . . . . . . . 612 55
2009. . . . . . . . . . . . . . . 742 88
Years 2010-2014 . . . . . . . . . 5,091 767
9. COMMITMENTS AND CONTINGENCIES
The Company is involved in certain legal proceedings, but believes
that the outcome of these proceedings will not have a materially adverse
effect on its financial condition.
10. 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. No
compensation costs have been recognized for stock-based compensation plan.
34
The Company may grant options for up to 1,350,000 shares under the
Employees' Plan. The Company may grant options for up to 100,000 shares
under the Directors' Plan. The Company has granted options on 1,344,250 and
71,500 shares, respectively, under these plans through September 30, 2004.
Under each plan, the option exercise price equals the stock's fair market
value on the date of the grant. Options granted under the Employees' Plan
vest ratably over varying periods of times. The initial grant of options in
1997 under the Directors' Plan vests ratably over ten years and subsequent
grants vest ratably over three years. Options granted under the Employees'
Plan in fiscal year 2004 were completely vested at September 30, 2004. The
term of all options granted is for a period of 10 years.
All options granted under these plans have been non-qualified
options. Options granted through fiscal 2004 become exercisable as
described above, ten years for options granted to directors, at a price not
less than fair market value on the date of the grant. As of September 30,
2004, no incentive stock options had been granted.
During fiscal 2004, options for 209,500 shares were granted and
186,062 options were exercised. As of September 30, 2004, non-qualified
options for 439,513 shares had been granted at prices from $18.63 - $44.34
per share. At year-end, 281,207 shares were exercisable. This plan also
provides for the grant of other forms of equity awards, however, for the
years ended September 30, 2004, 2003 and 2002 no such grants have been
made. See Note 7 for additional information on stock options.
The summary of the status of these plans at September 30, 2004, 2003,
and 2002 and changes for the years then ended is presented in the following
table and narrative:
2004
-----------------
Weighted
(Amounts in Thousands, Average
Except per Share) Shares Price
---------------------- ------ --------
Outstanding at beginning of year. . . . . . 445 $ 28.05
Granted . . . . . . . . . . . . . . . . . . 210 39.78
Exercised . . . . . . . . . . . . . . . . . (186) 24.37
Forfeited . . . . . . . . . . . . . . . . . (29) 35.08
----- -------
Outstanding at end of year. . . . . . . . . 440 $ 34.73
----- -------
Exercisable at end of year. . . . . . . . . 281 $ 36.26
===== =======
Weighted average fair value of
options granted . . . . . . . . . . . . . $ 8.17
=======
2003
-----------------
Weighted
(Amounts in Thousands, Average
Except per Share) Shares Price
---------------------- ------ --------
Outstanding at beginning of year. . . . . . 436 $ 23.63
Granted . . . . . . . . . . . . . . . . . . 142 34.54
Exercised . . . . . . . . . . . . . . . . . (123) 20.16
Forfeited . . . . . . . . . . . . . . . . . (10) 25.18
----- -------
Outstanding at end of year. . . . . . . . . 445 $ 28.05
----- -------
Exercisable at end of year. . . . . . . . . 193 $ 25.12
===== =======
Weighted average fair value of
options granted . . . . . . . . . . . . . $ 6.24
=======
35
2002
-----------------
Weighted
(Amounts in Thousands, Average
Except per Share) Shares Price
---------------------- ------ --------
Outstanding at beginning of year. . . . . . 454 $ 22.15
Granted . . . . . . . . . . . . . . . . . . 55 33.21
Exercised . . . . . . . . . . . . . . . . . (73) 22.05
----- -------
Outstanding at end of year. . . . . . . . . 436 $ 23.63
----- -------
Exercisable at end of year. . . . . . . . . 231 $ 22.36
===== =======
Weighted average fair value of
options granted . . . . . . . . . . . . . $ 6.64
=======
Following is a table that summarizes information about options
outstanding as of September 30, 2004:
Options
Options Outstanding Exercisable
-------------------------------- ------------------
Average Weighted Weighted
Range of Remaining Average Average
Exercise Contractual Exercise Exercise
Prices Shares Life Price Shares Price
- -------- -------- ----------- -------- -------- --------
$ 18.63-$ 22.00 29,375 6 $ 19.35 5,875 $ 19.36
$ 22.01-$ 25.00 17,000 3 22.36 9,500 22.31
$ 25.01-$ 28.00 32,700 4 26.41 32,700 26.41
$ 28.01-$ 31.00 -- -- -- -- --
$ 31.01-$ 34.00 24,000 7 32.10 7,500 32.02
$ 34.01-$ 37.00 130,688 8 34.50 32,819 34.50
$ 37.01 $ 40.00 191,250 9 39.51 187,688 39.55
$ 40.01+ 14,500 9 41.97 5,125 41.35
------- --- ------- ------- -------
439,513 6 $ 34.73 281,207 $ 36.26
======= === ======= ======= =======
The fair value of each option grant is estimated on the date of grant
using the Black-Scholes option pricing model with the following weighted
average assumptions used for grants in fiscal 2004, 2003, and 2002:
2004 2003 2002
-------- -------- --------
Risk free interest rates. . . . . 4.27% 4.13% 4.65%
Expected dividend yield . . . . . 4.02% 4.35% 4.22%
Expected life (years) . . . . . . 10 10 10
Expected volatility . . . . . . . 24.22% 23.13% 23.30%
11. IMPAIRMENT IN VALUE OF ASSETS
Following a period of product introduction, marketing efforts and an
analysis of second quarter fiscal 2003 results, it was determined that
spending constraints placed on targeted customers by health care cost
pressures and state and local government budget deficits had significantly
reduced the future net cash flows expected to be realized from Aurion.
Accordingly, the Company recorded a non-cash pre-tax charge of $2,750,000,
or $0.19 per diluted share for the fiscal quarter ended March 31, 2003, to
recognize an impairment in the value of assets for the Aurion product line.
The operating results for Aurion were not significant for any period
presented. Based on the estimated identifiable cash flows from this service
offering, the impairment charge represents the Company's entire investment
in the Aurion-related assets and fixed assets, licenses, software and badge
components.
36
12. GEOGRAPHIC INFORMATION
The Company operates in a single business segment - radiation
monitoring services. The Company provides these services primarily to
customers in the United States and to customers in other geographic
markets. The following table shows the geographical distribution of
revenues for the fiscal years ended September 30, 2004 and 2003:
(Dollars in Thousands) 2004 2003
---------------------- -------- --------
Domestic. . . . . . . . . . . . . $ 58,133 $ 54,618
Europe. . . . . . . . . . . . . . 8,104 6,891
Other countries . . . . . . . . . 3,572 3,309
-------- --------
$ 69,809 $ 64,818
======== ========
13. ACQUISITION OF MINORITY INTEREST IN LCIE- LANDAUER, LTD.
In April 2004 Landauer, Inc. consummated an agreement with Bureau
Veritas ("BV") to acquire the 49% minority interest in LCIE-Landauer, Ltd.
owned by BV's subsidiary, Laboratoire Central Industries des Electriques
("LCIE"), for $10.4 million in cash. The purchase price was allocated to
identifiable intangible assets based on estimates of fair value as
determined by an independent third party valuation consultant.
Substantially all the purchase price, plus deferred tax liabilities
recorded, was allocated to intangible assets including $3.9 of customer
lists (amortized over the estimated useful life of 15 years) and goodwill
of $7.9 million. Had the acquisition occurred at the beginning of the
periods presented, unaudited net income of the Company on a proforma basis
would have been as follows:
$000 (Except EPS)
Year Ending
September 30,
2004 2003
-------- --------
Proforma Net Income . . . . . . . $ 18,011 $ 15,367
Diluted earnings per share. . . . $ 2.01 $ 1.73
The unaudited proforma net income is for illustrative purposes only
and is not necessarily indicative of the financial results had the
acquisition actually occurred at the beginning of the periods presented.
Landauer funded the purchase price from a combination of working
capital funds ($2.7 million), and $7.7 million borrowed under a credit
facility obtained in April 2004. See Note 6 for additional information on
the credit facility.
37
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TO STOCKHOLDERS AND DIRECTORS OF LANDAUER, INC.:
In our opinion, the accompanying consolidated balance sheets and the
related consolidated statements of income, stockholders' investment and
comprehensive income and cash flows present fairly, in all material
respects, the financial position of Landauer, Inc. and its subsidiaries at
September 30, 2004 and September 30, 2003, and the results of their
operations and their cash flows for each of the three years in the period
ended September 30, 2004 in conformity with accounting principles generally
accepted in the United States of America. These financial statements are
the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits. We
conducted our audits of these statements 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,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Chicago, Illinois
December 9, 2004
38
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
ITEM 9A. 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 as defined in Rule
13(a)-15(e) under the Securities and Exchange Act of 1934, as amended.
Based on that evaluation, the Company's management, including the CEO and
CFO, concluded the Company's disclosure controls and procedures as of
September 30, 2004 were effective in ensuring information required to be
disclosed in this Annual Report on Form 10-K 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 September 30, 2004 that have materially affected,
or are reasonably likely to materially affect, the Company's internal
control over financial reporting.
ITEM 9B. OTHER INFORMATION
The Company has reported on Form 8-K all information required to be
disclosed in a report on Form 8-K during the quarter ended September 30,
2004.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information contained under the headings "Election of Directors
and Beneficial Ownership of Certain Voting Securities" in the Proxy
Statement relating to the directors of the Company is incorporated herein
by reference. The information contained in Item 4A hereof relating to the
executive officers of the registrant is incorporated herein by reference.
AUDIT COMMITTEE FINANCIAL EXPERTS
The Company has determined that Messrs. Robert J. Cronin and Thomas
M. White, qualify as "audit committee financial experts" as defined in Item
401(h) of Regulation S-K, and that each is "independent" as the term is
used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act.
CODE OF ETHICS
The Company has adopted a Code of Business Ethics applicable to all
employees. The Company has also adopted a Code of Conduct for Senior
Financial Executives including the principal executive officer, principal
financial officer and principal accounting officer of the Company. Copies
of these documents are available on the Company's Web site at
www.landauerinc.com and printed copies are available upon request from the
Company. The Company intends to post on its web site any amendments to, or
waivers from, its Code of Business Ethics or Code of Conduct for Senior
Financial Officers applicable to such senior officers.
39
ITEM 11. EXECUTIVE COMPENSATION
Except for the information relating to Item 13 hereof and except for
information referred to in Item 402(a)(8) of Regulation S-K, the
information contained under the headings "Executive Compensation" and
"Compensation Committee Report" in the Proxy Statement is incorporated
herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDERS MATTERS
The information contained under the headings "Beneficial Ownership of
Certain Voting Securities" and "Equity Compensation Plan Information" in
the Proxy Statement is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Except for the information relating to Item 11 hereof and except for
information referred to in Item 402(a)(8) of Regulation S-K, the
information contained under the headings "Election of Directors", and
"Certain Relationships and Related Transactions" in the Proxy Statement is
incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information contained under the heading "Fees Billed by
Independent Auditors" in the Proxy Statement is incorporated herein by
reference.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
A-1. FINANCIAL STATEMENTS
The financial statements of Landauer, Inc. filed as part of this
Annual Report on Form 10-K are indexed at page i.
A-3. LIST OF EXHIBITS
(3)(a) Certificate of Incorporation of the Registrant, as amended
through February 4, 1993, is incorporated by reference to
Exhibit (3)(a) to the Annual Report on Form 10-K for the fiscal
year ended September 30, 1993.
(3)(b) By-laws of the Registrant are incorporated by reference to
Exhibit (3)(b) to the Annual Report on Form 10-K for the fiscal
year ended September 30, 1992.
(4)(a) Specimen common stock certificate of the Registrant
incorporated by reference to Exhibit (4)(a) to the Annual
Report on Form 10-K for the fiscal year ended September 30,
1997.
(10)(a) The Landauer, Inc. 1996 Equity Plan, as amended and restated
through November 8, 2001, is incorporated by reference to
Exhibit (10)(a) to the Annual Report or Form 10-K for the
fiscal year ended September 30, 2002.
40
(10)(b) Liability Assumption and Sharing Agreement among Tech/Ops,
Inc., Tech/Ops Sevcon, Inc., and the Registrant is incorporated
by reference to Exhibit (10)(d) to the Annual Report on Form
10-K for the fiscal year ended September 30, 1993.
(10)(c) Form of Indemnification Agreement between the Registrant and
each of its directors is incorporated by reference to Exhibit
(10)(e) to the Annual Report on Form 10-K for the fiscal year
ended September 30, 1993.
(10)(d) Landauer, Inc. Directors' Retirement Plan dated March 21, 1990,
is incorporated by reference to Exhibit (10)(f) to the Annual
Report on Form 10-K for the fiscal year ended September 30,
1996.
(10)(e) Form of Supplemental Key Executive Retirement Plan of Landauer,
Inc., as amended and restated effective October 1, 2003, is
incorporated by reference to Exhibit (10)(e) to the Annual
Report or Form 10-K for the fiscal year ended September 30,
2003.
(10)(f) The Landauer, Inc. Incentive Compensation Plan for Executive
Officers is incorporated by reference to Exhibit 10(h) to the
Annual Report on Form 10-K for the fiscal year ended
September 30, 2000.
(10)(g) The Landauer, Inc. 1997 Non-Employee Director's Stock Option
Plan, as amended and restated through November 8, 2002, is
incorporated by reference to Exhibit (10)(g) to the Annual
Report or Form 10-K for the fiscal year ended September 30,
2003.
(10)(h) Employment agreements dated February 29, 1996 between the
Registrant and Brent A. Latta, James M. O'Connell and R. Craig
Yoder are incorporated by reference to the Annual Report on
Form 10-K for the fiscal year ended September 30, 1998.
(10)(i) Employment agreements dated November 9, 2002 between the
Registrant and Robert M. Greaney are incorporated by reference
to Exhibit (10)(i) to the Annual Report or Form 10-K for the
fiscal year ended September 30, 2003.
(10)(j) The Landauer, Inc. Executive Special Severance Plan dated
May 22, 2003 is incorporated by reference to Exhibit (10)(j) to
the Annual Report or Form 10-K for the fiscal year ended
September 30, 2003.
(10)(k) The Credit Agreement between Landauer, Inc. and LaSalle Bank
N.A. is incorporated by reference to Exhibit 10.1 to the
Quarterly Report on Form 10Q for the quarter ended June 30,
2004.
(10)(l) Form of stock option award pursuant to the Landauer, Inc. 1996
Equity Plan as attached hereto as Exhibit (10)(i).
41
(21) Subsidiaries of the registrant are:
Beijing-Landauer, Ltd. (70%)
Beijing, P.R. China
HomeBuyer's Preferred, Inc. (100%)
2 Science Road
Glenwood, IL 60425-1586
Nagase-Landauer, Ltd. (50%)
Tokyo, Japan
SAPRA-Landauer, Ltda. (75%)
Sao Carlos - SP - Brazil
LCIE-Landauer, Ltd. and subsidiary (100%)
Paris, France
Oxford, United Kingdom
31.1 Certification of Brent A. Latta, President and Chief Executive
Office, as adopted pursuant to Section 302 of the Sarbanes-
Oxley Act of 2003 filed herewith.
31.2 Certification of James M. O'Connell, Chief Financial Officer,
as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2003 filed herewith.
32.1 Certification of Brent A. Latta, President and Chief Executive
Officer, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2003
furnished herewith.
32.2 Certification of James M. O'Connell, Chief Financial Officer,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2003 furnished
herewith.
Exhibits 10(a), 10(d), 10(e), 10(f), 10(g), 10(h), 10(i), 10(j) and
10(l) listed above are the management contracts and compensatory plans or
arrangements required to be filed as exhibits hereto pursuant to the
requirements of Item 601 of Regulation S-K.
42
SIGNATURES OF REGISTRANT AND DIRECTORS
Pursuant to the requirements of Section 13 or 15(d) 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.
By: /s/ Brent A. Latta December 10, 2004
------------------------
Brent A. Latta
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:
Signature Title Date
--------- ----- ----
/s/ Brent A. Latta President and Director December 10, 2004
Brent A. Latta (Principal Executive Officer)
/s/ James M. O'Connell Vice President, Finance, December 10, 2004
James M. O'Connell Treasurer and Secretary
(Principal Financial and
Accounting Officer)
/s/ Robert J. Cronin Director December 10, 2004
Robert J. Cronin
/s/ E. Gail de Planque Director December 10, 2004
E. Gail de Planque
/s/ Gary D. Eppen Director December 10, 2004
Gary D. Eppen
/s/ Richard R. Risk Director December 10, 2004
Richard R. Risk
/s/ Thomas M. White Director December 10, 2004
Thomas M. White
/s/ Michael D. Winfield Director December 10, 2004
Michael D. Winfield
43
<table>
QUARTERLY FINANCIAL DATA (UNAUDITED)
<caption>
(Amounts in Thousands, Except Per Share)
-------------------------------------------------------
First Second Third Fourth Total
Quarter Quarter Quarter Quarter Year
------- ------- ------- ------- -------
<s> <c> <c> <c> <c> <c> <c> <c>
Net revenues 2004 $16,778 $18,262 $17,203 $17,566 $69,809
2003 $15,392 $16,846 $15,925 $16,655 $64,818
Operating income 2004 $ 6,359 $ 7,667 $ 6,717 $ 6,977 $27,720
2003 $ 6,065 $ 4,792 $ 6,138 $ 6,862 $23,857
Net income 2004 $ 4,005 $ 4,839 $ 4,394 $ 4,532 $17,770
2003 $ 3,809 $ 3,030(1) $ 3,828 $ 4,352 $15,019
Diluted net income
per share 2004 $ 0.45 $ 0.54 $ 0.49 $ 0.50 $ 1.98
2003 $ 0.43 $ 0.34 $ 0.43 $ 0.49 $ 1.69
Cash dividends per share 2004 $ 0.40 $ 0.40 $ 0.40 $ 0.40 $ 1.60
2003 $ 0.375 $ 0.375 $ 0.375 $ 0.375 $ 1.50
Common stock price
per share 2004 high $ 41.96 $ 44.75 $ 44.73 $ 47.97 $ 47.97
low 35.48 40.05 38.71 41.45 35.48
2003 high $ 37.30 $ 38.95 $ 42.70 $ 42.65 $ 42.70
low 32.70 33.40 36.40 35.08 32.70
Weighted Average Diluted
Shares Outstanding 2004 8,930 8,978 8,976 8,999 8,971
2003 8,863 8,871 8,910 8,918 8,891
<fn>
(1) Includes asset impairment charge of $2,750 related to the Aurion product line.
44
</table>