UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2008
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 1-9788
LANDAUER, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 06-1218089
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2 SCIENCE ROAD, GLENWOOD, ILLINOIS 60425
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (708) 755-7000
Securities registered pursuant to Section 12(b) of the Act:
COMMON STOCK WITH
PAR VALUE OF $.10 NEW YORK STOCK EXCHANGE
(Title of each class) (Name of exchange on which registered)
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the Registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [ X ]
Indicate by check mark if the Registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act.
Yes [ ] No [ X ]
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 (229.405) 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. [ X ]
1
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of "large accelerated filer",
"accelerated filer" and "smaller reporting company" in Rule 12b-2 of the
Exchange Act.
Large accelerated filer [ ] Accelerated filer [ X ]
Non-accelerated filer [ ] Smaller reporting company [ ]
Indicate by check mark whether the Registrant is a shell company (as
defined in Rule 12b-2 of the Act).
Yes [ ] No [ X ]
As of March 31, 2008, the aggregate market value of the voting and
nonvoting common equity (based upon the closing price on the New York Stock
Exchange) held by non-affiliates was approximately $462,000,000. The number
of shares of common stock ($0.10 par value) outstanding as of December 1,
2008 was 9,334,748.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's definitive Proxy Statement in connection
with the February 5, 2009 Annual Meeting of Stockholders (the "Proxy
Statement") are incorporated by reference into Part III of this Annual
Report on Form 10-K.
2
INDEX
Item Page
- ---- ----
PART I
1. Business
General Description . . . . . . . . . . . . . . . . 4
Marketing and Sales . . . . . . . . . . . . . . . . 6
Seasonality . . . . . . . . . . . . . . . . . . . . 7
International Activities. . . . . . . . . . . . . . 7
Patents . . . . . . . . . . . . . . . . . . . . . . 7
Raw Materials . . . . . . . . . . . . . . . . . . . 8
Competition . . . . . . . . . . . . . . . . . . . . 8
Research and Development. . . . . . . . . . . . . . 8
Environmental and Other Governmental Regulations. . 9
Employees and Labor Relations . . . . . . . . . . . 9
Available Information . . . . . . . . . . . . . . . 9
Executive Officers of the Company . . . . . . . . . 10
1A. Risk Factors. . . . . . . . . . . . . . . . . . . . . . . 11
1B. Unresolved Staff Comments . . . . . . . . . . . . . . . . 14
2. Properties. . . . . . . . . . . . . . . . . . . . . . . . 14
3. Legal Proceedings . . . . . . . . . . . . . . . . . . . . 14
4. Submission of Matters to a Vote of Security Holders . . . 14
Part II
5. Market for Registrant's Common Equity,
Related Stockholder Matters and
Issuer Purchases of Equity Securities . . . . . . . . . . 15
6. Selected Financial Data . . . . . . . . . . . . . . . . . 16
7. Management's Discussion and Analysis of
Financial Condition and Results of Operations . . . . . . 17
7A. Quantitative and Qualitative Disclosures
about Market Risk . . . . . . . . . . . . . . . . . . . . 28
8. Consolidated Financial Statements and
Supplementary Data
Consolidated Balance Sheets . . . . . . . . . . . . 29
Consolidated Statements of Income . . . . . . . . . 31
Consolidated Statements of Stockholders'
Equity and Comprehensive Income . . . . . . . . . . 32
Consolidated Statements of Cash Flows . . . . . . . 34
Notes to Consolidated Financial Statements. . . . . 36
Report of Independent Registered Public
Accounting Firm . . . . . . . . . . . . . . . . . . 53
9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure . . . . . . . . . . . 55
9A. Controls and Procedures . . . . . . . . . . . . . . . . . 55
9B. Other Information . . . . . . . . . . . . . . . . . . . . 55
Part III
10. Directors, Executive Officers and Corporate Governance. . 56
11. Executive Compensation. . . . . . . . . . . . . . . . . . 56
12. Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder Matters. . . . . . 56
13. Certain Relationships and Related Transactions,
and Director Independence . . . . . . . . . . . . . . . . 56
14. Principal Accounting Fees and Services. . . . . . . . . . 56
Part IV
15. Exhibits, Financial Statement Schedules
Financial Statements. . . . . . . . . . . . . . . . 57
List of Exhibits. . . . . . . . . . . . . . . . . . 57
Signatures. . . . . . . . . . . . . . . . . . . . . 61
Quarterly Financial Data (Unaudited). . . . . . . . 62
3
PART I
ITEM 1. BUSINESS
GENERAL DESCRIPTION
Landauer is a leading provider of analytical services to determine
occupational and environmental radiation exposure. For over 50 years, the
Company has provided complete radiation dosimetry services to hospitals,
medical and dental offices, universities, national laboratories, nuclear
facilities 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 1.6 million
individuals in the U.S., Japan, France, the United Kingdom, Brazil, Canada,
China, Australia, Mexico and other countries. In addition to providing
analytical services, the Company may lease or sell dosimetry detectors and
reading equipment to large customers that want to manage their own
dosimetry programs, or into smaller international markets in which it is
not economical to establish a direct service.
Landauer, Inc. is a Delaware corporation organized on December 22,
1987. As used herein, the "Company" or "Landauer" refers to Landauer, Inc.
and its subsidiaries. The Company's shares are listed on the New York Stock
Exchange under the symbol LDR. As of September 30, 2008, there were
9,332,508 shares outstanding.
The majority of the Company's revenues are realized from radiation
monitoring services and other services incidental to radiation dose
measurement. The Company enters into agreements with customers to provide
them with radiation monitoring services, generally for a twelve-month
period, and such agreements generally have a high renewal rate.
Relationships with customers are generally stable and recurring, and the
Company provides customers with on-going services. As part of its services,
the Company provides to its customers radiation detection badges, which are
produced and owned by the Company. The badges are worn for a period
selected by the customers ("wear period"), which is usually one, two, or
three months in duration. At the end of the wear period, the badges are
returned to the Company for analysis. The Company analyzes the badges that
have been worn and provides its customers with a report indicating their
radiation exposures. The Company recycles certain badge components for
reuse, while also producing replacement badges on a continual basis.
The Company offers its service for measuring the dosages of x-ray,
gamma radiation and other penetrating ionizing radiations to which the
wearer has been exposed, primarily through badges, which contain optically
stimulated luminescent ("OSL") material, which are worn by client
personnel. This technology is marketed under the trade names
Luxel+[registered trademark] and InLight[registered trademark].
Landauer believes that its business is largely dependent upon the
Company's technical competence, the quality, reliability and price of its
services and products, and its prompt and responsive service.
4
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. The following table summarizes the Company's international
affiliates and the territories each serves:
Service
Company Ownership Territory
- ------- --------- ---------
Consolidated Subsidiaries:
Landauer-Europe, Ltd. 100% Europe
SAPRA-Landauer, Ltda. 75% Brazil
Beijing-Landauer, Ltd. 70% China
Landauer Australasia Pty Ltd. 51% Australia
ALSA Dosimetria, S. de R.L. de C.V. 56.25% Mexico
Equity Method Joint Venture:
Nagase-Landauer, Ltd. 50% Japan
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
subsidiary named Landauer-Europe, Ltd., formerly LCIE-Landauer, Ltd. LCIE
contributed its radiation monitoring business. As part of the formation of
the new entity, Landauer-Europe purchased the Philips France radiation
monitoring business. In April 2004, Landauer consummated an agreement with
BV to acquire the remaining 49% minority interest in Landauer-Europe owned
by BV's subsidiary, LCIE, for $10.4 million in cash.
A key component of the Company's dosimetry system is OSL crystal
material. Landauer operates a crystal manufacturing facility in Stillwater,
Oklahoma that it acquired in August 1998. The Company's base OSL material
is manufactured utilizing a proprietary process to create aluminum oxide
crystals in a unique structure that is able to retain charged electrons
following the crystal's exposure to radiation.
Landauer's InLight dosimetry system, introduced in 2003, provides
in-house and commercial laboratories with the ability to provide in-house
radiation monitoring services using OSL technology. InLight services may
involve a customer acquiring or leasing dosimetry devices as well as
analytical reading equipment from the Company. The system is based on the
Company's proprietary technology and instruments, and dosimetry devices
developed by Panasonic Communications Company. The InLight system allows
customers the flexibility to tailor their precise dosimetry needs.
Landauer's operations include services for the measurement and
monitoring of radon gas (referred to as "sales of radon kits"), which
represent less than 3% of the Company's total revenues. Its wholly-owned
subsidiary, HomeBuyer's Preferred, Inc., offers a service, targeted to
corporate employee relocation programs, which provides radon monitoring
and, when necessary, remediation to purchasers of personal residences.
Testing requires the customer to deploy a radon detector and return the
detector to the Company's laboratories for dose determination and
reporting. The Company assists with remediation services on properties
where radon measurements exceed a specified threshold.
Other radiation measurement-related services (ancillary services)
augment the basic radiation measurement services that the Company offers,
providing administrative and informational tools to customers for the
management of their radiation safety programs.
A summary of financial data for the last five fiscal years is set
forth in Item 6 of Part II of this Annual Report on Form 10-K.
5
MARKETING AND SALES
Landauer's dosimetry services are marketed in the U.S. and Canada
primarily by full-time Company personnel located in five sales regions. The
Company's non-domestic services are marketed through its wholly owned
subsidiary operating in the United Kingdom and France, as well as its
venture in Japan and subsidiaries in Brazil, Australia, Mexico and China.
Other firms and individuals market the Company's services on a commission
basis, generally to small customers.
Worldwide, the Company and its affiliates serve approximately 69,000
customers representing approximately 1.6 million individuals. The customer
base is diverse and fragmented with no single customer representing greater
than 2% of revenue. Typically, a client will contract on a subscription
basis for one year of service in advance, representing monthly, bimonthly
or quarterly badges, readings and reports. Customer relationships in the
radiation monitoring market are generally stable and recurring. Deferred
contract revenue, as shown on the consolidated balance sheets, represents
advance payment for services to be rendered for those customers invoiced in
advance. At September 30, 2008 and 2007, deferred contract revenue was
$15,626,000 and $13,832,000, respectively. Further details of the Company's
revenue recognition and deferred contract revenue policy are set forth in
the Critical Accounting Policies section on page 25 of this Annual Report
on Form 10-K.
The Company's domestic 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 OSL technology. The Company's InLight dosimetry
system enables certain customers to make their own measurements using OSL
technology. InLight is marketed to the radiation measurement laboratories
found at nuclear power plants, military installations, national research
laboratories, and commercial services. Landauer has positioned the InLight
system as both a product line and a radiation monitoring service in ways
that others can benefit directly from the technical and operational
advantage of OSL technology. The resulting business models include:
. The provision of InLight systems to subsidiary and partner
laboratories.
. The sale of radiation detection monitors, analytical
instruments and custom analytical software to independent
laboratories throughout the world to replace their existing
technologies with an OSL-based radiation dosimetry system.
. The lease or rental of InLight systems by in-house laboratories
such as nuclear power plants, Department of Energy facilities
and others for their temporary or permanent use in radiation
safety programs.
. The sale of the MicroStar[registered trademark] system, a
miniaturized OSL reader based on InLight technology, to
hospitals, laboratories and others that require specialized
radiation measurements for a variety of purposes.
. The provision of the "legal dose of record" to Homeland
Security and First Responder personnel by combining InLight
passive dosimetry technology with the active dosimeters offered
by industry leaders.
For most radiation dosimetry laboratories operating around the world,
the laboratory must maintain accreditation with a regulatory body to
provide the user with a formal record of dose - a process that is expensive
and time consuming. By combining the implementation of an InLight system in
the laboratory and "dose of record" determination by Landauer or a Company
affiliated and accredited facility, the user can provide its workers with
the periodic radiation safety management infrastructure without the need to
6
maintain its own accreditation. Additionally, dosimetry management software
options provide the ability to measure incremental radiation dose of
workers at regular intervals over long periods of time.
For those customers that require the establishment of an on-site
laboratory but do not have the need or ability to maintain inventories of
ready-to-wear devices for their employees, the InLight system allows those
devices to be provided by Landauer at predetermined intervals. This option
reduces investment in the upfront dosimetry system and adds the convenience
of on-time delivery of devices. InLight also forms the basis for Landauer's
European operations and other future operations that might occur where
local requirements preclude using a U.S. or other foreign-based laboratory.
Radon gas detection kits are marketed directly by the Company
primarily to institutional customers and government agencies. The
HomeBuyer's Preferred[registered trademark] Radon Protection Plan service
agreement is marketed directly by Landauer to companies and to their
corporate relocation service providers for the benefit of purchasers of
residences incident to transfers of personnel.
SEASONALITY
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, the Company provides additional
services for reporting annual radiation dose summaries that generate
increased revenues. The introduction of the Company's InLight product line
may result in some variability in quarter-to-quarter revenue comparisons
given the nature of purchase cycles associated with sales of radiation dose
measurement instruments and detectors.
INTERNATIONAL ACTIVITIES
Information regarding the Company's activities by geographic region
is contained under the footnote "Geographic Information" on page 52 of this
Annual Report on Form 10-K.
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. The underlying patents
for these licenses expire in years 2009 through 2014.
As of September 30, 2008, the Company is using OSL technology to
provide dosimetry services to essentially its entire domestic and the
majority of its international customers. These licenses 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, radiation measurement materials and methods, and optical
data storage techniques using aluminum oxide generated from the Company's
research and development activities. The underlying patents for these
licenses expire in 2017 through 2024.
Rights to inventions of employees working for Landauer are assigned
to the Company.
7
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 these
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 dosimetry system and its components are manufactured by Panasonic
Communications Company under an exclusive agreement. If the Company were to
lose availability of its Stillwater facility or materials from Panasonic
due to a fire, natural disaster or other disruptions, such loss could have
a material adverse effect on the Company and its operations.
COMPETITION
In the United States, Landauer competes against a number of dosimetry
service providers. One of these providers, Global Dosimetry Solutions, a
division of Mirion Technologies, is a significant competitor with
substantial resources. Other competitors in the United States that provide
dosimetry services tend to be smaller companies, some of which operate on a
regional basis. Most government agencies in the United States, such as the
Department of Energy and Department of Defense, have their own in-house
radiation monitoring services, as do many large private nuclear power
plants. Outside of the United States, radiation monitoring activities are
conducted by a combination of private entities and government agencies.
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
dosimetry system, while competitive with a number of systems offered by
other companies, is believed to provide the only OSL-based radiation
monitoring system.
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 long-term alpha-track detectors. The
HomeBuyer's Preferred 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
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 technology. 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 to
environmental radiation dosimetry, and to investigate the usage of OSL in
optical data storage. In addition, the Company is evaluating new badge and
InLight reader configurations that have military application and is
designing a badge that will support global standardization.
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. In
fiscal 2008, 2007 and 2006, the Company spent $1,837,000 $1,831,000 and
$1,769,000, respectively, on research and development activities.
8
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
operations, 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, 2008, the Company employed approximately 430
full-time employees worldwide. The Company believes that it generally
maintains good relations with employees at all locations.
AVAILABLE INFORMATION
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 100 F Street, NE, Washington, D.C. 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 reports 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.
A copy of the Company's Annual Report on Form 10-K is available free
of charge upon the written request of any shareholder. Requests should be
submitted to the following address: Landauer, Inc., 2 Science Road,
Glenwood, Illinois 60425; Attention: Corporate Secretary.
Pursuant to Section 303A.12(a), Landauer, Inc. has complied with the
New York Stock Exchange requirement to provide an annual CEO certification
no later than 30 days following the Company's annual meeting.
9
EXECUTIVE OFFICERS OF THE COMPANY
The executive officers of the Company are as follows:
NAME OF OFFICER AGE POSITION
- --------------- --- --------
William E. Saxelby 52 President and
Chief Executive Officer
Jonathon M. Singer 44 Senior Vice President,
Treasurer, Secretary,
and Chief Financial Officer
R. Craig Yoder 56 Senior Vice President
-Marketing and Technology
Richard E. Bailey 62 Senior Vice President-Operations
Mr. Saxelby joined the Company in September 2005 as President and
Chief Executive Officer. Previously, he served as Chief Executive Officer
of Medical Research Laboratories, a manufacturer of defibrillators, prior
to its sale to Welch Allyn in 2003, and consulted with certain private
equity firms between 2003 and 2005. Prior to joining Medical Research
Laboratories, he served as a Corporate Vice President of Allegiance
Healthcare from 1996 to 1999, and from 1978 to 1996 he held executive
positions at Baxter International and its American Hospital Supply
subsidiary.
Mr. Singer joined the Company in October 2006 as Senior Vice
President, Treasurer, Secretary, and Chief Financial Officer. Previously,
he served as Vice President Global Finance, Chief Financial Officer for the
Medical segment of Teleflex Incorporated. From 2004 to 2005, he served as
Vice President, Strategy and Business Development for Teleflex's Medical
segment. From 1998 through 2004, he worked in a number of positions within
the Medical Products and Services business segment of Cardinal Health,
Inc., most recently as its Vice President, Strategy and Business
Development.
Dr. Yoder was elected to his position in February 2001, 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. Bailey was elected to his position in May 2006. Prior to joining
the Company, he was President and Chief Operating Officer of Dean Foods
Company and held senior executive positions with Philip Morris Company,
Kraft Foods, Inc., and Total Logistic Control.
There are no family relationships between any director or executive
officer and any other director or executive officer of the Company.
10
ITEM 1A. RISK FACTORS
In addition to factors discussed elsewhere in this Annual Report on
Form 10-K, set forth below are certain risks and uncertainties that could
adversely affect our results of operations or financial condition and cause
actual results or events to differ materially from those expressed in any
forward-looking statements made by or on behalf of the Company.
WE RELY ON A SINGLE FACILITY FOR THE PRIMARY MANUFACTURING AND PROCESSING
OF OUR PRODUCTS AND SERVICES.
Landauer conducts its primary manufacturing and laboratory processing
operations and performs significant functions for some of its international
operations from a single facility in Glenwood, Illinois. 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.
WE RELY ON A SINGLE FACILITY FOR THE MANUFACTURING OF CRYSTAL MATERIAL, A
KEY COMPONENT IN OUR OSL TECHNOLOGY, AND A SINGLE VENDOR FOR THE
MANUFACTURING OF INLIGHT PRODUCTS.
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. Although multiple sources for raw crystal
material exist, 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. The
InLight dosimetry system and its components are manufactured by Panasonic
Communications Company under an exclusive agreement. If the Company were to
lose availability of its Stillwater facility or materials from Panasonic
due to a fire, natural disaster or other disruptions, such loss could have
a material adverse effect on the Company and its operations.
IF WE ARE NOT SUCCESSFUL IN THE DEVELOPMENT OR INTRODUCTION OF NEW
TECHNOLOGIES, OUR FINANCIAL CONDITION AND RESULTS OF OPERATIONS COULD BE
MATERIALLY AND ADVERSELY AFFECTED.
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 charges 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.
11
AS A PORTION OF OUR BUSINESS IS CONDUCTED OUTSIDE OF THE UNITED STATES,
ADVERSE INTERNATIONAL DEVELOPMENTS COULD NEGATIVELY IMPACT OUR BUSINESS AND
RESULTS OF OPERATIONS.
Landauer conducts business in numerous international markets such as
Japan, France, the United Kingdom, Brazil, Canada, Australia, Mexico 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.
OUR BUSINESS IS SUBJECT TO EXTENSIVE DOMESTIC AND FOREIGN GOVERNMENT
REGULATIONS, WHICH COULD INCREASE OUR COSTS, CAUSE US TO INCUR LIABILITIES
AND ADVERSELY AFFECT OUR RESULTS OF OPERATIONS.
Regulation, present and future, is a constant factor affecting the
Company's business. The radiation monitoring industry is subject to
federal, state, and international 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.
Many of the Company's technology-based services must comply with
various domestic and international standards that are used by regulatory
and accreditation bodies for approving such services and products. The
failure of the Company to obtain accreditation for its products and
services may adversely affect the Company's business and market perception
of the effectiveness of its products and services. Changes in these
standards and accreditation requirements may also result in the Company
having to incur substantial 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.
FLUCTUATIONS IN CURRENCY EXCHANGE RATES COULD ADVERSELY AFFECT OUR RESULTS.
The Company is exposed to market risk, including changes in foreign
currency exchange rates. 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.
SEVERAL OF OUR CURRENT AND POTENTIAL COMPETITORS HAVE SIGNIFICANTLY GREATER
RESOURCES, AND INCREASED COMPETITION COULD IMPAIR SALES OF OUR PRODUCTS.
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, has substantial resources, and has been
particularly active in recent years in soliciting business from the
Company's customers. The Company also faces competitive pressures from a
number of smaller competitors.
12
UNFORESEEN PROBLEMS WITH THE IMPLEMENTATION AND MAINTENANCE OF OUR
INFORMATION SYSTEMS COULD INTERFERE WITH OUR OPERATIONS.
As part of the Company's initiative to re-engineer business processes
and replace components of its information technology systems, the Company
is implementing new enterprise resource planning software and other
applications to manage certain of its business operations. The Company has
and likely will continue to incur substantial costs associated with the
implementation and additional costs associated with maintenance of the new
systems. As the new applications are implemented and functionality added,
unforeseen problems could arise. Such problems could adversely impact the
Company's operations, including the ability to perform the following in a
timely manner: customer quotes, customer orders, product shipment, customer
services and support, order billing and tracking, contractual obligations
fulfillment and other related operations. In addition, the Company has
engaged third-party consultants for the development and implementation of
the new systems. If the consultants fail to perform on their obligations,
development and implementation of the project could be further delayed. If
the new systems fail to provide simplified processes to serve customers and
increase the speed with which the Company develops and introduces new
products, the Company's results of operations and cash flows could be
adversely affected.
OUR FAILURE TO ATTRACT, MOTIVATE AND RETAIN QUALIFIED AND KEY PERSONNEL TO
SUPPORT OUR BUSINESS MAY HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS
PLANS, PROSPECTS, RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
The Company's success depends, in large part, upon the talent and
efforts of key individuals including highly skilled scientists and
engineers, as well as experienced senior management, sales, marketing and
finance personnel. Competition for these individuals is intense and there
can be no assurance that the Company will be successful in attracting,
motivating, or retaining key personnel. The loss of the services of one or
more of these senior executives or key employees, or the inability to
continue to attract these personnel may have a material effect on its
business plans, prospects, results of operations and financial condition.
The Company's continued ability to compete effectively depends on its
ability to attract new skilled employees and to retain and motivate its
existing employees.
IF WE ARE UNABLE TO SUCCESSFULLY EXECUTE BUSINESS DEVELOPMENT ACTIVITIES
SUCH AS THE ACQUISITION AND INTEGRATION OF ADDITIONAL STRATEGIC BUSINESSES,
OUR ON-GOING BUSINESS AND RESULTS OF OPERATIONS MAY BE ADVERSELY AFFECTED.
Landauer believes that opportunities exist to selectively enhance its
business through development activities, such as strategic acquisitions,
investments and alliances. Business development activities involve various
significant challenges and risks including the following:
. Difficulty in acquiring desired businesses or assets on
economically acceptable terms;
. Difficulty in integrating new employees, business systems
and technology;
. Difficulty in consolidating facilities and infrastructure;
. Potential loss of key personnel;
. Diversion of management's attention from on-going operations;
. Realization of satisfactory returns on investments; and
. Disputes with strategic partners, due to conflicting
priorities or conflicts of interest.
13
Future development activities could result in the incurrence of debt,
contingent liabilities, interest and amortization expenses or periodic
impairment charges related to goodwill and other intangible assets as well
as significant charges relating to integration costs. If the Company is
unable to successfully integrate and manage businesses that it may acquire
within expected terms and in a timely manner, its business and results of
operations could be adversely affected.
ITEM 1B. UNRESOLVED STAFF COMMENTS
At September 30, 2008, the Company is not aware of any unresolved
written comments from the Commission staff regarding its periodic or
current reports under the Act.
ITEM 2. PROPERTIES
Landauer owns three adjacent buildings totaling approximately 65,000
square feet in Glenwood, Illinois, about 30 miles south of Chicago, and
leases a local warehouse. The properties house the Company's administrative
offices, information technology resources, laboratory, assembly and reading
operations. 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 leases a crystal growth facility in
Stillwater, Oklahoma and maintains laboratories in Japan, through its joint
venture with Nagase-Landauer, Ltd., Brazil, China, Australia, Mexico and
France, as well as a sales office in Oxford, England.
ITEM 3. LEGAL PROCEEDINGS
The Company is a party, from time to time, to various legal
proceedings, lawsuits and other claims arising in the ordinary course of
its business. The Company does not believe that any such litigation pending
as of September 30, 2008, if adversely determined, would have a material
effect on its business, financial position, results of operations, or cash
flows.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders during
the three months ended September 30, 2008.
14
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, 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. A summary of market prices of the Company's
common stock is set forth in the table on page 62 of this Annual Report on
Form 10-K. As of December 1, 2008, there were approximately 330
shareholders of record. There were no sales of unregistered securities of
the Company and no repurchases of equity securities of the Company during
fiscal 2008 by the Company.
On November 26, 2008, the Company declared an increase of the regular
quarterly cash dividend by 5% to $0.525 per share for the first quarter of
fiscal 2009. This increase represents an annual rate of $2.10 per share
compared with $2.00 paid in fiscal 2008. A summary of cash dividends paid
for the last two years is set forth in the table on page 62 of this Annual
Report on Form 10-K.
Information pursuant to this Item relating to securities authorized
for issuance under equity compensation plans, contained under the heading
"Equity Compensation Plan Information" in the Proxy Statement, is
incorporated herein by reference.
PERFORMANCE GRAPH
The following graph reflects a comparison of the cumulative total
return (change in stock price plus reinvested dividends) assuming $100
invested in: (a) Landauer's common stock, (b) the New York Stock Exchange
("NYSE") Market Index (including an industry index represented by a group
of testing laboratories), and (c) the Standard & Poor's ("S&P") SmallCap
600 Index (including an industry index represented by a group of healthcare
services companies) during the period from September 30, 2003 through
September 30, 2008. The comparisons in the following table are historical
and are not intended to forecast or be indicative of possible future
performance of Landauer's common stock.
Landauer's common stock was added to the S&P SmallCap 600 Index on
September 16, 2008. The S&P SmallCap 600 Index consists of stocks of U.S.
companies with market capitalizations between $250 million and $1.5
billion. New stocks are not only based on size, but also financial
viability, liquidity, adequate public float and other trading requirements.
[ LINE CHART INDICATING THE FOLLOWING ]
Value of Investment at September 30,
---------------------------------------
2003 2004 2005 2006 2007 2008
---- ---- ---- ---- ---- ----
Landauer, Inc. . . . . . . . $100 $137 $149 $160 $167 $247
NYSE Market Index. . . . . . 100 116 135 151 179 143
Testing Laboratories . . . . 100 97 102 118 130 164
S&P SmallCap Index . . . . . 100 125 151 162 186 160
Health Care Services . . . . 100 122 175 205 279 292
15
ITEM 6. SELECTED FINANCIAL DATA
FIVE YEAR SELECTED FINANCIAL DATA
LANDAUER, INC. AND SUBSIDIARIES
FOR THE YEARS ENDED SEPTEMBER 30,
(Dollars in Thousands,
Except per Share) 2004(1) 2005(2) 2006(3) 2007(4) 2008(5)
- ---------------------- -------- -------- -------- -------- --------
Operating results
Net revenues . . . . $ 69,809 $ 75,221 $ 79,043 $ 83,716 $ 89,954
Operating income . . 27,720 26,551 29,505 28,603 34,075
Net income . . . . . 17,770 17,208 19,046 19,316 22,983
Diluted net income
per share. . . . . $ 1.98 $ 1.90 $ 2.09 $ 2.10 $ 2.47
Cash dividends
per share. . . . . . $ 1.60 $ 1.70 $ 1.80 $ 1.90 $ 2.00
Total assets . . . . . $ 77,518 $ 85,859 $ 90,674 $ 97,340 $118,690
(1) The Company acquired the remaining 49% minority interest in
Landauer-Europe in fiscal 2004.
(2) Fiscal 2005 includes a management reorganization charge of
$2,300,000, reducing net income by $1,386,000 (after income tax
benefit of $914,000) or $0.15 per diluted share.
(3) Fiscal 2006 includes reorganization charges and management transition
charges of $1,650,000, reducing net income by $994,000 (after income
tax benefit of $656,000) or $0.11 per diluted share.
(4) Fiscal 2007 includes accelerated depreciation and impairment charges
of $2,875,000, reducing net income by $1,725,000 (after income tax
benefit of $1,150,000) or $0.19 per diluted share.
(5) Fiscal 2008 includes accelerated depreciation charges of $376,000,
reducing net income by $225,000 (after income tax benefit of
$151,000) or $0.02 per diluted share.
16
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
OVERVIEW
Landauer is a leading provider of analytical services to determine
occupational and environmental radiation exposure. For over 50 years, the
Company has provided complete radiation dosimetry services to hospitals,
medical and dental offices, universities, national laboratories, nuclear
facilities 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 69,000 customers
representing approximately 1.6 million individuals in the U.S., Japan,
France, the United Kingdom, Brazil, Canada, China, Australia, Mexico and
other countries. In addition to providing analytical services, the Company
may lease or sell dosimetry detectors and reading equipment to large
customers that want to manage their own dosimetry programs, or into smaller
international markets in which it is not economical to establish a direct
service.
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 entry into new markets through joint ventures and
acquisitions, modest unit growth, sale of InLight equipment and badges, and
new ancillary services and products. The Company believes pricing in the
domestic market has become more competitive and opportunities to continue
to obtain regular price increases from its customers may be more limited in
the future.
RESULTS OF OPERATIONS
FISCAL 2008 COMPARED TO FISCAL 2007
Revenues for fiscal 2008 were $89,954,000, an increase of 7.5%
compared with revenues of $83,716,000 for fiscal 2007. Domestic revenue
growth for fiscal 2008 was $1,735,000, or 2.7%, attributable primarily to
continued growth of domestic InLight equipment and services. International
revenue increased $4,503,000, or 24.0%, as a result of growth in volume in
most regions, lead by increased InLight service revenues; revenues
attributable to the addition of a new 56.25% owned subsidiary in Mexico;
and favorable currency exchange rates. Favorable currency, primarily the
strengthening of the Euro and Brazilian Real against the dollar,
contributed approximately $2,064,000 of the revenue growth.
The domestic InLight equipment increase was driven primary by a sale
to the Canadian government agency responsible for occupational monitoring
and radiation emergency preparedness for the citizens of Canada. The
Company completed a $2,000,000 contract during the quarter ended March 31,
2008 with the agency, under which $1,850,000 of product was delivered.
Approximately, $1,100,000 of the product delivered requires additional
processing by Landauer to be fully utilized for its intended purpose. Per
the terms of the agreement, the Canadian agency has the option to obtain
additional processing of the dosimetry materials from the Company or to
exchange the materials for finished product. Consistent with the Staff
Accounting Bulletin No. 104 "Revenue Recognition," the Company recorded
$1,100,000 of deferred revenue related to the portion of the sale that
requires additional performance by the Company. The contract also contains
terms for other services. Revenues for those services will be recognized
as they are provided.
17
Total cost of sales for fiscal 2008 was $28,914,000, an increase of
$1,387,000, or 5.0%, compared with cost of sales of $27,527,000 for fiscal
2007. Gross margins for fiscal 2008 were 67.9% of revenues, compared with
67.1% in fiscal 2007. The improvement was a result primarily of increased
revenues without a corresponding increase to the fixed cost structure, as
well as lower depreciation expense.
Selling, general and administrative expenses for fiscal 2008 were
$26,589,000, an increase of $1,878,000 or 7.6%, compared with selling,
general and administrative expenses of $24,711,000 for fiscal 2007.
Factors contributing to the increase in selling, general and administrative
costs include: $695,000 for domestic sales and marketing resources;
$1,800,000 for incentive compensation programs; and approximately $700,000
for foreign operations, primarily relating to increased foreign exchange
rates and the addition of a new subsidiary in Mexico. These increases were
partially offset by $1,409,000 in reduced expense spending for our project
to reengineer business processes and to replace the Company's information
technology systems that support improved business relationship management
and the order-to-cash cycle.
During the 2007 fiscal year, the Company implemented a plan to
support long-term profitability and growth. This plan supported investment
in two initiatives to improve focus and build shareholder value. First, the
Company expanded sales and marketing resources to better reach markets
targeted by the Company for growth. Secondly, the Company accelerated its
program to re-engineer business processes. An important part of the program
is replacing the Company's information technology system. The information
systems initiative was initially expected to cost $9,000,000 to $10,000,000
over the life of the project, with approximately $2,000,000 to $3,000,000
to be expensed and $7,000,000 to $8,000,000 to be capitalized. The project
was initiated during fiscal 2007 and was targeted to be completed during
fiscal 2008. The project has extended beyond its initial timeline due to
increased customization of the software to capture the unique business
requirements of the Company. Due to the timeline extension, the
information system initiative is expected currently to cost $14,500,000 to
$16,500,000 over the life of the project with approximately $3,000,000 to
$4,000,000 to be expensed and $12,500,000 to $13,500,000 to be capitalized.
The project is now targeted to be ready during calendar 2009.
As part of the IT initiative in the 2007 fiscal year, management
completed an evaluation of the usefulness of investments made in legacy
information systems' hardware and software having a net book value of
approximately $4,600,000. Of these assets, approximately $3,500,000 were
determined to be either impaired or subject to accelerated depreciation.
This resulted in a fiscal 2008 charge of $376,000 ($225,000, after-tax) for
accelerated depreciation and a fiscal 2007 charge of $2,875,000
($1,725,000, after-tax), of which $2,185,000 was for impaired assets.
Operating income for fiscal 2008 was $34,075,000, an increase of
$5,472,000, or 19.1%, compared with operating income of $28,603,000 for
fiscal 2007. The increase in operating income was due to the growth in
revenue and gross profit, reduced spending in fiscal 2008 for the systems
initiative and reduced impact of the charge for accelerated depreciation
and impaired assets.
Net other income, including equity in income of joint venture, for
fiscal 2008 was $2,356,000, an increase of $129,000, or 5.8%, compared with
net other income of $2,227,000 for fiscal 2007. The increase in net other
income was primarily due to increases in interest and investment income.
Nagase-Landauer, Ltd. equity earnings were approximately $1,400,000 million
in both fiscal 2008 and 2007.
Income tax expense for fiscal 2008 and 2007 was $13,118,000 and
$11,413,000, respectively. The effective tax rate was 36.0% and 37.0% in
fiscal 2008 and 2007, respectively. The decline in the effective tax rate
was driven by a number of factors including the increased impact of foreign
and state tax credits and foreign source income.
18
Net income for the 2008 fiscal year was $22,983,000, an increase of
19.0%, compared with net income of $19,316,000 for fiscal 2007, with
resulting diluted earnings per share for the current year of $2.47,
compared with $2.10 reported a year ago.
FISCAL 2007 COMPARED TO FISCAL 2006
Revenues for fiscal 2007 were $83,716,000, an increase of 5.9%,
compared with revenues of $79,043,000 for fiscal 2006. Domestic revenue
growth for fiscal 2007 was $962,000, or 1.5%, attributable primarily to
strong performance of the HomeBuyer's Preferred subsidiary and continued
growth of domestic InLight dosimeter services. International revenue
increased $3,711,000, or 24.6%, as a result of growth in volume in most
regions, lead by increased InLight service revenues; revenues attributable
to the addition of a new 51% owned subsidiary in Australia; and favorable
currency exchange rates. Favorable currency, primarily the strengthening of
the Euro against the dollar, contributed approximately $1,250,000 of the
revenue growth.
Total cost of sales for fiscal 2007 was $27,527,000, a decline of
$1,207,000, or 4.2%, compared with cost of sales of $28,734,000 for fiscal
2006. Gross margins for fiscal 2007 were 67.1% of revenues, compared with
63.6% in fiscal 2006. The improvement was a result of the profit
improvement plan initiated in the second quarter of fiscal 2006 resulting
in a reduction in labor and related expenses and material costs, and
reduced depreciation expense due to certain investments in manufacturing
and lab operations equipment becoming fully depreciated.
Selling, general and administrative expenses for fiscal 2007 were
$24,711,000, an increase of $5,557,000, or 29.0%, compared with selling,
general and administrative expenses of $19,154,000 for fiscal 2006. Factors
contributing to the increase in selling, general and administrative costs
included: $2,114,000 in spending to re-engineer business processes and to
replace the Company's information technology systems that support improved
customer relationship management and the order-to-cash cycle; $920,000 in
higher spending for salaries and benefits; $908,000 of increased cost in
other foreign operations, primarily relating to increased foreign exchange
rates; $802,000 of increased spending for professional fees primarily for
investments in support of certain strategic initiatives and increased
spending related to tax services; and $489,000 incremental operating
expenses from the addition of the new 51% owned subsidiary in Australia.
As part of the IT initiative which began in the 2007 fiscal year,
management completed an evaluation of the usefulness of investments made in
legacy information systems' hardware and software having a net book value
of approximately $4,600,000. Of these assets, approximately $3,500,000 was
determined to be either impaired or subject to accelerated depreciation.
This resulted in a charge of $2,875,000 ($1,725,000, after-tax), of which
$2,185,000 was for impaired assets.
During fiscal 2006, the Company recognized $1,650,000 ($994,000,
after-tax) for reorganization expense and management transition costs. In
the second quarter of fiscal 2006, the Company initiated programs to
reorganize several departments and functions to eliminate redundant
positions, require employees to meet established performance criteria, and
significantly alter or eliminate some benefit programs. The implementation
of these programs resulted in a pre-tax charge in the amount of $600,000
primarily related to severance payments, extended employee benefits and
related separation costs. In September 2006, Landauer recognized an
additional reorganization charge of $1,050,000 for management transition
expenses primarily related to early retirement incentives and associated
pension benefit expenses arising from the retirement of two of the
Company's executive officers.
19
The charges discussed above had the following impact on results in
fiscal 2007 and 2006, respectively:
2007 2006
----------- -----------
Operating income . . . . . . . . . . . . $(2,875,000) $(1,650,000)
Tax benefit. . . . . . . . . . . . . . . 1,150,000 656,000
----------- -----------
Net income . . . . . . . . . . . . . . . $(1,725,000) $ (994,000)
=========== ===========
Diluted earnings per share . . . . . . . $ (0.19) $ (0.11)
=========== ===========
Operating income for fiscal 2007 was $28,603,000, a decline of
$902,000, or 3.1%, compared with operating income of $29,505,000 for fiscal
2006. The decline in operating income was due primarily to the spending in
fiscal 2007 for the systems initiative and the impact of the charge for
accelerated depreciation and impaired assets.
Net other income, including equity in income of joint venture, for
fiscal 2007 was $2,227,000, an increase of $735,000, or 49.3%, compared
with net other income of $1,492,000 for fiscal 2006. The increase in net
other income was due to increases in interest and investment income and
higher Nagase-Landauer, Ltd. equity earnings. Fiscal 2006 equity earnings
included a $237,000 charge for the write-down of accounts receivable, which
represents the Company's 50% equity share of the charge.
Income tax expense for fiscal 2007 and 2006 was $11,413,000 and
$11,783,000, respectively. The effective tax rate was 37.0% and 38.0% in
fiscal 2007 and 2006, respectively. The decline in the effective tax rate
was driven by a number of factors including the increased impact of foreign
source income.
Net income for the 2007 fiscal year was $19,316,000, an increase of
1.4%, compared with net income of $19,046,000 for fiscal 2006, with
resulting diluted earnings per share for the current year of $2.10 compared
with $2.09 reported a year ago.
FOURTH QUARTER RESULTS OF OPERATIONS
Revenues for the fourth fiscal quarter of 2008 were $22,500,000, an
increase of $1,166,000, or 5.5%, compared with $21,334,000 in the fourth
fiscal quarter of 2007. Domestic revenue for the 2008 fourth quarter was
approximately flat with the fourth quarter of the prior year. International
revenue in the fourth fiscal quarter of 2008 increased $1,113,000, or
22.1%, supported by growth in volume in most regions, the addition of a new
56.25% owned subsidiary in Mexico and approximately $260,000 from favorable
currency exchange rates. Cost of sales for the fourth quarter of fiscal
2008 was $7,269,000, compared to $6,710,000 for fiscal 2007. Selling,
general and administrative costs for the fourth quarter of fiscal 2008 were
approximately flat with the fourth quarter of the prior year, due primarily
to decreases in spending for the Company's systems initiative, offset by
employee related expenses and international spending. There were no
accelerated depreciation charges in the fourth quarter of fiscal 2008.
Operating income for the fourth fiscal quarter of 2008 was
$7,972,000, an increase of $1,094,000, or 15.9%, compared with $6,878,000
in the fourth fiscal quarter of 2007. Net other income for the fourth
quarter decreased by $88,000 to $438,000 in fiscal 2008 due primarily to
lower Nagase-Landauer, Ltd. equity earnings. Income tax expense and the
effective tax rates, respectively, were $2,859,000 and 34.0% in fiscal
fourth quarter 2008, and $2,761,000 and 37.3% in the fiscal fourth quarter
2007. The lower effective tax rate in the fourth fiscal quarter of 2008
compared to the rate in the fourth quarter of fiscal 2007 was due to the
year-end adjustments to the provision for foreign and state tax credits as
well as the resolution of certain tax positions.
20
Net income for the fiscal fourth quarter of 2008 was $5,484,000,
compared with net income of $4,610,000 for fourth quarter fiscal 2007, with
resulting diluted earnings per share for the 2008 quarter of $0.59 compared
with $0.50 reported in the fiscal fourth quarter of 2007.
OUTLOOK FOR FISCAL 2009
Landauer's business plan for fiscal 2009 currently anticipates
aggregate revenue growth for the year to be in the range of 3 - 5%. The
Company anticipates a net income increase in the range of 6 - 8%.
LIQUIDITY AND CAPITAL RESOURCES
Landauer generated $12,869,000 in cash during fiscal year 2008 to end
the year with $33,938,000 in cash on hand. The Company had no outstanding
borrowings throughout the year.
Cash flows provided by operating activities for fiscal 2008 were
$34,651,000, an increase of $6,646,000, or 23.7%, from fiscal 2007. The
increase was due primarily to increased net income, increased deferred
contract revenue and other operating activity.
Investing activities included acquisitions of property, plant and
equipment in the amounts of $7,533,000, $7,386,000 and $3,498,000 in fiscal
2008, 2007 and 2006, respectively. The Company capitalized approximately
$5,700,000 for its systems initiative in fiscal 2008. In addition,
Landauer invested $498,000 in fiscal 2008 for our acquisition of 56.25%
ownership in a subsidiary in Mexico. Capital expenditures for fiscal 2009
are expected to be approximately $6,000,000 to $8,000,000 principally for
the development of supporting software systems and computer hardware. The
Company anticipates that funds for these capital improvements will be
provided from operations.
The Company's financing activities are comprised of credit facility
activities and payments of cash dividends to shareholders and minority
partners, offset partially by proceeds from the exercise of stock options.
During fiscal 2008, 2007 and 2006, the Company paid cash dividends of
$18,270,000, or $2.00 per share; $17,163,000, or $1.90 per share; and
$16,044,000, or $1.80 per share, respectively, and such amounts have been
provided from operations.
Cash paid for income taxes was $10,213,000, $13,191,000 and
$12,713,000 in fiscal 2008, 2007 and 2006, respectively.
The Company maintained a credit facility, which expired in March
2007. In October 2007, the Company negotiated a new credit facility, which
expires on October 31, 2009. The new credit facility permits borrowing up
to $15,000,000. To date, no borrowings have been made under this facility.
Information regarding the credit facility is contained in Note 7, "Credit
Facility," of the consolidated financial statements.
In the opinion of management, cash flows from operations and the
Company's borrowing capacity under its 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 borrowings can be made under the current credit facility to
fund such investments.
Landauer requires limited working capital for its operations since
many of its customers pay for services in advance. Such advance payments,
reflected on the balance sheets as "Deferred Contract Revenue", amounted to
$15,626,000 and $13,832,000, respectively, as of September 30, 2008 and
2007. While these amounts represent approximately 46% and 49% of current
liabilities, respectively as of September 30, 2008 and 2007, such amounts
generally do not represent a cash requirement.
21
All customers are invoiced in accordance with the Company's standard
terms, with payment generally due thirty days from date of invoice.
Reflecting the Company's invoicing practices and that a significant portion
of the Company's revenues are subject to health care industry reimbursement
cycles, domestic days of sales outstanding for the Company averaged 82 and
90 days over the course of fiscal 2008 and 2007, respectively.
Landauer also offers radiation monitoring services in the United
Kingdom, Canada, Japan, Brazil, China, Australia, Mexico 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. 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, 2008, the expected resources required for
scheduled payment of contractual obligations were as follows:
Scheduled payments by fiscal year
-------------------------------------------
There-
(Dollars in Thousands) Total 2009 2010-11 2012-13 after
- ---------------------- ------- ------- ------- ------- -------
Purchase obligations (1) . . $ 8,742 $ 8,742 $ - $ - $ -
Dividends (2). . . . . . . . 4,686 4,686 - - -
Pension and postretirement
benefits (3) . . . . . . . 4,799 1,061 775 749 2,214
Operating leases (4) . . . . 1,074 359 404 104 207
Other non-current
liabilities (5). . . . . . 452 452 - - -
------- ------- ------- ------- -------
$19,753 $15,300 $ 1,179 $ 853 $ 2,421
======= ======= ======= ======= =======
(1) Includes accounts payable under other agreements to purchase goods or
services including open purchase orders; also includes remaining
contractual obligations associated with the Company's IT system
upgrade.
(2) Cash dividends in the amount of $0.50 per share were declared on
August 29, 2008.
(3) Includes required contributions to the Company's defined benefit
pension plan in fiscal 2009 and estimated future benefit payments for
the supplemental key executive retirement plans and a terminated
retirement plan that provides certain retirement benefits payable to
non-employee directors. The amounts are actuarially determined, which
includes the use of assumptions, and may vary significantly from
expectations.
22
(4) The Company has several small operating leases that are generally
short-term in nature; it has no material operating or capital leases.
(5) Represents estimated payments in the next fiscal year for the
Company's uncertain tax positions recorded at September 30, 2008 in
accordance with FIN No. 48. The Company is not able to reasonably
estimate the timing of the long-term payments or the amount by which
the FIN No. 48 liability will increase or decrease over a longer
period of time. Therefore, any payments beyond fiscal 2009 have not
been included in the table.
RECENT ACCOUNTING PRONOUNCEMENTS
In September 2006, the FASB issued SFAS No. 157, "Fair Value
Measurements." SFAS No. 157 defines fair value, establishes a framework for
measuring fair value and expands disclosures about fair value measurements.
SFAS No. 157 applies under other accounting pronouncements that require or
permit fair value measurements. SFAS No. 157 is effective for the Company
for fiscal year 2009. FSP SFAS No. 157-2 delays the effective date of SFAS
No. 157 by one year for nonfinancial assets and nonfinancial liabilities
that are recognized or disclosed at fair value in the financial statements
on a nonrecurring basis. FSP SFAS No. 157-1 amends SFAS No. 157 to exclude
leasing transactions covered by SFAS No. 13. The Company has evaluated SFAS
No. 157 and does not expect it to have a material impact on the Company's
financial position, results of operations and financial disclosures.
In February 2007, the FASB issued SFAS No. 159, "The Fair Value
Option for Financial Assets and Financial Liabilities, including an
Amendment of FASB Statement No. 115." SFAS No. 159 permits entities to
choose to measure many financial instruments and certain other items at
fair value on an instrument-by-instrument basis, with unrealized gains and
losses related to these financial instruments reported in earnings at each
subsequent reporting date. SFAS No. 159 also establishes presentation and
disclosure requirements to facilitate comparisons between companies that
choose different measurement attributes for similar assets and liabilities.
SFAS No. 159 is effective for the Company for fiscal year 2009. The
Company does not expect to change its measurement of certain assets and
liabilities to fair value as permitted by SFAS No. 159. Therefore the
Company does not expect SFAS No. 159 to have a material impact on its
financial position, results of operations and financial disclosures.
However, the Company intends to re-evaluate its opportunity to elect the
fair value option in the future when other eligible items are recognized.
In March 2007, the FASB ratified the Emerging Issues Task Force
(EITF) Issue No. 06-10, "Accounting for the Deferred Compensation and
Postretirement Benefit Aspects of Collateral Assignment Split-Dollar Life
Insurance Arrangements." The EITF affirmed as a final consensus that an
employer should recognize a liability for the postretirement benefit
related to a collateral assignment split-dollar life insurance arrangement.
The Issue is effective for the Company for fiscal year 2009, including
interim periods within the fiscal year. The Company does not expect EITF
No. 06-10 to have a material impact on its financial position, results of
operations and financial disclosures.
In December 2007, the FASB issued SFAS No. 141R, "Business
Combinations," and SFAS No. 160 "Noncontrolling Interests in Consolidated
Financial Statements." These standards aim to improve, simplify, and
converge internationally the accounting for and reporting of business
combinations and noncontrolling interests in consolidated financial
statements. The provisions of SFAS No. 141R and SFAS No. 160 are
effective, and should be applied prospectively, for the Company beginning
in fiscal 2010. The Company will apply SFAS No. 141R for any business
combinations beginning in fiscal 2010. The Company is currently evaluating
the impact of SFAS No. 160 to its financial position, results of operations
and financial disclosures.
23
In April 2008, the FASB issued Staff Position No. FAS 142-3,
"Determination of the Useful Life of Intangible Assets" (FSP No. 142-3).
The FSP amends the factors that should be considered in developing renewal
or extension assumptions used to determine the useful life of a recognized
intangible asset under FASB Statement No. 142, "Goodwill and Other
Intangible Assets." Additionally, the FSP requires disclosures regarding
the extent to which the expected future cash flows associated with
intangible assets are affected by the entity's intent and/or ability to
renew or extend the arrangement. FSP No. 142-3 is effective for the
Company beginning with its quarter ending December 31, 2009. The Company
has evaluated FSP No. 142-3 and does not expect it to have a material
impact on its financial position, results of operations and financial
disclosures.
In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of
Generally Accepted Accounting Principles." SFAS No. 162 identifies the
sources of accounting principles and the framework for selecting the
principles used in the preparation of financial statements of
nongovernmental entities that are presented in conformity with US generally
accepted accounting principles. SFAS No. 162 is effective 60 days
following the SEC's approval of the Public Company Accounting Oversight
Board amendments to AU Section 411, "The Meaning of Present Fairly in
Conformity With Generally Accepted Accounting Principles." The Company
does not expect SFAS No. 162 to change its current accounting and reporting
practices or materially impact its consolidated financial statements.
In June 2008, the FASB issued FSP No. EITF 03-6-1, "Determining
Whether Instruments Granted in Share-Based Payment Transactions Are
Participating Securities." The FSP clarifies that outstanding unvested
share-based payment awards that contain nonforfeitable rights to dividends
or dividend equivalents are participating securities and need to be
included in the computation of earnings per share under the two-class
method. FSP No. 03-6-1 is effective for fiscal years beginning after
December 15, 2008. The Company does not expect FSP No. 03-6-1 to have a
material impact on its financial position, results of operations and
financial disclosures.
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, including the information
contained under the heading "Outlook for Fiscal 2009" in Item 7 of this
report, constitute forward-looking statements that are based on certain
assumptions and involve certain risks and uncertainties. These include the
following, without limitation: assumptions, risks and uncertainties
associated with the Company's development and introduction of new
technologies in general; continued customer acceptance of the InLight
technology; the adaptability of optically stimulated luminescence (OSL)
technology to new platforms and formats, such as Luxel+; the costs
associated with the Company's research and business development efforts;
the effectiveness of changes and upgrades to and costs associated with the
Company's information systems; the usefulness of older technologies; the
anticipated results of operations of the Company and its subsidiaries or
ventures; valuation of the Company's long-lived assets or business units
relative to future cash flows; changes in pricing of products and services;
changes in postal and delivery practices; the Company's business plans;
anticipated revenue and cost growth; the risks associated with conducting
business internationally; costs incurred for potential acquisitions or
similar transactions; other anticipated financial events; the effects of
changing economic and competitive conditions; foreign exchange rates;
government regulations; accreditation requirements; changes in the trading
24
market that affect the cost of obligations under the Company's benefit
plans; and pending accounting pronouncements. These assumptions may not
materialize to the extent assumed, and risks and uncertainties may cause
actual results to be different from anticipated results. These risks and
uncertainties also may result in changes to the Company's business plans
and prospects, and could create the need from time to time to write down
the value of assets or otherwise cause the Company to incur unanticipated
expenses. Additional information may be obtained by reviewing the
information set forth in Item 1A "Risk Factors" and Item 7A "Quantitative
and Qualitative Disclosures about Market Risk" and information contained in
the Company's reports filed, from time to time, with the SEC.
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 the Company's financial
statements and accompanying notes.
REVENUE RECOGNITION AND DEFERRED CONTRACT REVENUE
The majority of the services provided by the Company to its customers
are of a subscription nature and are continuous. The Company views its
business as services provided to customers over a period of time and the
wear period is the period over which those services are provided. Badge
production, wearing of badges, badge analysis, and report preparation are
integral to the benefit that the Company provides to its customers. These
services are provided to customers on an agreed-upon recurring basis
(monthly, bi-monthly or quarterly) that the customer chooses for the wear
period. Revenue is recognized on a straight-line basis, adjusted for
changes in pricing and volume, over the wear period as the service is
continuous and no other discernible pattern of recognition is evident.
Revenues are recognized over the periods in which the customers wear the
badges irrespective of whether invoiced in advance or in arrears. The
amounts recorded as deferred contract revenue in the consolidated balance
sheets 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 $15,626,000 and $13,832,000,
respectively, as of September 30, 2008 and September 30, 2007.
PROPERTY, PLANT & EQUIPMENT AND OTHER ASSETS
Plant and equipment and other assets, primarily dosimetry badges, are
recorded at cost and are depreciated or amortized on a straight-line basis
over the estimated useful lives, which are primarily 30 years for
buildings, three to eight years for equipment, and thirty months to five
years for other assets. Landauer assesses the carrying value and the
remaining useful lives of its property, plant, equipment, and other assets
when events or circumstances indicate the carrying value may not be
recoverable or the estimated useful life may no longer be appropriate.
Factors that could trigger this review include competitive conditions,
government regulations and technological changes. Maintenance and repairs
are charged to expense, and renewals and betterments are capitalized.
Landauer capitalizes, as a component of equipment, internal software costs
in accordance with SOP 98-1, "Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use". Such costs amounted to
$10,645,000, $4,532,000 and $1,427,000, respectively, for fiscal years
2008, 2007 and 2006. In fiscal year 2008, approximately $5,700,000 of the
25
capitalized software costs were related to the Company's initiative to
re-engineer various business processes and replace components of its
information technology systems that support customer relationship
management and the order-to-cash cycle. The new software is replacing
certain legacy assets that were either subject to immediate impairment or
retirement once the full system implementation has been completed. In
fiscal year 2008, the remainder of the costs was related to legacy assets,
some of which were included in the evaluation for immediate impairment or
retirement. Information regarding these costs is contained under the
footnote "Impairment and Accelerated Depreciation Charges" on page 41 of
this Annual Report on Form 10-K.
GOODWILL AND OTHER INTANGIBLE ASSETS
Landauer's intangible assets include purchased customer lists,
licenses, patents and goodwill, an asset with an indefinite life. The
Company acquired goodwill primarily from its acquisitions of
Landauer-Europe and SAPRA-Landauer as well as other smaller investments.
Purchased customer lists are recorded at cost and are amortized on a
straight-line basis over estimated useful lives, which range from 10 to 15
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. SFAS No. 142 requires that goodwill and certain intangible assets
with indefinite lives be reviewed periodically for impairment. Under SFAS
No. 142, the impairment review of goodwill and other intangible assets that
are not being amortized, generally, must be performed annually and based on
fair values. The Company's methodology for testing goodwill for impairment
includes a review of potential impairment triggering events, financial
analysis of future undiscounted cash flows projections by investment, and
tests of fair market value. As a result of applying the impairment
provisions of SFAS No. 142, no impairment loss was required as of
September 30, 2008. Information regarding the value of goodwill and other
intangible assets is presented under the footnote "Goodwill and Other
Intangible Assets" on page 42 of this Annual Report on Form 10-K.
INCOME TAXES
The Company accounts for income taxes in accordance with the
provisions of SFAS No. 109, "Accounting for Income Taxes." The Company
estimates the income tax provision to record for the current year, and
records deferred tax assets and liabilities for the temporary differences
in tax consequences between the financial statements and tax returns.
These deferred tax assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. To the
extent that deferred tax assets will not likely be recovered from future
taxable income, a valuation allowance is established against such deferred
tax assets.
In the first quarter of fiscal 2008, the Company adopted the
provisions of FIN No. 48, "Accounting for Uncertainty in Income Taxes."
Management exercises significant judgment in its assessment of the
probability of realization of and the appropriate value of the deferred
items pursuant to FIN No. 48's more likely than not criteria. Management
considers, among other factors, the Company's current and past performance,
the market environment in which the Company operates, and tax planning
strategies. Further, the Company provides for income tax issues not yet
resolved with federal, state and local tax authorities. The Company
assesses and updates its tax positions when significant changes in
circumstances, which would cause a change in judgment about the likelihood
of realizing the deferred items, occur. Variations in the actual outcome
of these future tax consequences could materially impact the Company's
financial position, results of operations or cash flows. Further
information regarding the Company's income taxes is contained under the
footnote "Income Taxes" on page 43 of this Annual Report on Form 10-K.
26
DEFINED BENEFIT PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS
The pension expenses and benefit obligations recorded for the
Company's defined benefit plans are dependent on actuarial assumptions.
These assumptions include discount rates, expected return on plan assets,
interest costs, expected compensation increases, benefits earned, mortality
rates, and other factors. Management reviews the plan assumptions on an
annual basis to ensure that the most current, relevant information is
considered. If actual results vary considerably from those that are
expected or if future changes are made to these assumptions, the amounts
recognized for these plans could change significantly.
The weighted-average assumed discount rate used to determine the
fiscal 2008 plan expenses was 6.3% compared to 5.9% for fiscal 2007. For
fiscal 2008 expense, the expected long-term rate of return of plan assets
was 6.5%, unchanged from fiscal 2007. In establishing the rate, management
considered the historical rates of return and the current and planned asset
classes of the plan investment portfolio. In determining the rate of
compensation increase of 3.5% for fiscal 2008 and 2007, management
considered historical Company increases, market expectations and expected
future Company increases. The weighted-average assumptions used to
determine benefit obligations at September 30, 2008 were: a discount rate
of 7.5% compared to the fiscal 2007 rate of 6.3%, adjusted to reflect the
single rate that, when applied to the projected benefit disbursements from
the plan, would result in the same discounted value as the array of rates
that make up the Citigroup Pension Discount Curve as of September 30, 2008;
and a rate of compensation increase of 3.5%, unchanged from fiscal 2007.
Effective September 30, 2007, the Company adopted SFAS No. 158,
"Employers' Accounting for Defined Benefit Pension and Other Postretirement
Plans - an amendment of FASB Statements No. 87, 88, 106, and 132(R)". The
statement requires the recognition of a plan's funded status on the
Company's balance sheet. Previously unrecognized transactions and events
affecting the plan's funded status are recognized as components of the
ending balance of accumulated other comprehensive income, net of tax. These
components will continue to be modified as a result of future transactions
and events, amortization of previously unrecognized costs, and changes to
actuarial assumptions. The adoption of SFAS No. 158 had no effect on the
Company's consolidated statement of income. The statement also requires
that plan measurement dates coincide with the Company's fiscal year-end.
The adoption of SFAS No. 158 will not impact the Company's plan measurement
dates, as its plans historically have used a plan measurement date of
September 30. An increase or decrease in the assumptions or economic events
outside of management's control could have a material effect on the
Company's results of operations or financial condition. Information
regarding these plans is contained under the footnote "Employee Benefit
Plans" on page 46 of this Annual Report on Form 10-K.
STOCK-BASED COMPENSATION
Effective October 1, 2005, the Company adopted SFAS No. 123 (Revised
2004), "Share-Based Payment," ("SFAS No. 123R"), using the modified
prospective method. SFAS No. 123R requires the measurement and recognition
of compensation cost at fair value for all stock-based awards, net of the
estimated impact of forfeited awards.
The fair values of options granted prior to the adoption of SFAS No.
123R were estimated using a Black-Scholes option pricing model. Key input
assumptions used in this model to estimate the fair value of stock options
include the expected option term, the expected volatility of the Company's
stock over the option's expected term, the risk-free interest rate over the
option's term and the Company's expected annual dividend yield. Expected
volatility and the expected life of stock options were based on historical
experience. The risk free interest rate was derived from the implied yield
available on U.S. Treasury zero-coupon issues with a remaining term, as of
the date of grant, equal to the expected term of the option. The dividend
yield was based on annual dividends and the fair market value of the
Company's stock on the date of grant. No options have been granted
subsequent to the adoption of SFAS No. 123R.
27
In addition to stock options, key employees and/or non-employee
directors are eligible to receive performance shares and restricted stock.
The terms of performance share awards allow the recipients of such awards
to earn a variable number of shares based on the achievement of the
performance goals specified in the awards. Stock-based compensation
expense associated with performance share awards is recognized based on
management's best estimates of the achievement of the performance goals
specified in such awards and the resulting number of shares that are
expected to be earned. The Company evaluates on a quarterly basis the
progress towards achieving the performance criteria. The cumulative effect
on current and prior periods of a change in the estimated number of
performance share awards expected to be earned is recognized as
compensation cost or as a reduction of cost in the period of the revised
estimate.
SFAS No. 123R requires forfeitures of awards to be estimated at the
time of grant as stock-based compensation cost should be recognized only
for those awards expected to vest. The Company uses historical experience
to estimate projected forfeitures. The Company recognizes the cumulative
effect on current and prior periods of a change in the forfeiture rate, or
actual forfeitures, as compensation cost or as a reduction of cost in the
period of the revision. If revisions are made to management's assumptions
and estimates or if actual results vary considerably from those that are
expected, stock-based compensation expense could change significantly,
impacting the Company's results of operations or financial condition.
Further information regarding the Company's stock-based awards is presented
under the footnote "Stock-Based Compensation" on page 51 of this Annual
Report on Form 10-K.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to market risk, including changes in foreign
currency exchange rates. The financial statements of the Company's
international 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 and markets becomes more volatile. The Company estimates that a 10%
and 20% adverse change in the underlying foreign currency exchange rates
would have decreased reported net income in fiscal 2008 by approximately
$600,000 and $1,100,000, respectively. Historically, the Company believes
that adverse changes in foreign exchange rates have not materially impacted
its financial condition. The Company does not have significant trade
accounts receivable, trade accounts payable or commitments in a currency
other than that of the reporting unit's functional currency. Therefore, the
Company does not currently use derivative financial instruments to manage
the exposure in its non-U.S. operations or for trading or speculative
purposes.
28
ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CONSOLIDATED BALANCE SHEETS
LANDAUER, INC. AND SUBSIDIARIES
AS OF SEPTEMBER 30,
(Dollars in Thousands) 2008 2007
- ---------------------- -------- --------
ASSETS
Current assets:
Cash and cash equivalents. . . . . . . . . . . . $ 33,938 $ 21,069
Receivables, net of allowances of
$609 in 2008 and $531 in 2007. . . . . . . . . 19,738 19,750
Inventories. . . . . . . . . . . . . . . . . . . 3,550 2,729
Prepaid expenses and other current assets. . . . 1,227 1,112
Prepaid income taxes . . . . . . . . . . . . . . 7,964 1,767
Deferred income taxes. . . . . . . . . . . . . . 2,312 4,078
-------- --------
Current assets . . . . . . . . . . . . . . . . . . 68,729 50,505
-------- --------
Property, plant and equipment, at cost:
Land and improvements. . . . . . . . . . . . . . 635 635
Buildings and improvements . . . . . . . . . . . 4,349 4,287
Internal Software. . . . . . . . . . . . . . . . 25,271 19,404
Equipment. . . . . . . . . . . . . . . . . . . . 27,340 26,412
-------- --------
57,595 50,738
Accumulated depreciation and amortization. . . . . (37,410) (34,084)
-------- --------
Net property, plant and equipment. . . . . . . . . 20,185 16,654
-------- --------
Equity in joint venture. . . . . . . . . . . . . . 5,796 4,978
Goodwill and other intangible assets,
net of amortization. . . . . . . . . . . . . . . 18,102 18,327
Dosimetry devices, net of amortization
of $10,632 in 2008 and $9,392 in 2007. . . . . . 4,454 5,345
Deferred income taxes. . . . . . . . . . . . . . . - 333
Other assets . . . . . . . . . . . . . . . . . . . 1,424 1,198
-------- --------
ASSETS . . . . . . . . . . . . . . . . . . . . . . $118,690 $ 97,340
======== ========
29
CONSOLIDATED BALANCE SHEETS
(CONTINUED)
LANDAUER, INC. AND SUBSIDIARIES
AS OF SEPTEMBER 30,
(Dollars in Thousands) 2008 2007
- ---------------------- -------- --------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable . . . . . . . . . . . . . . . . $ 981 $ 1,682
Dividends payable. . . . . . . . . . . . . . . . 4,686 4,375
Deferred contract revenue. . . . . . . . . . . . 15,626 13,832
Accrued compensation and related costs . . . . . 5,368 3,725
Accrued pension and postretirement costs . . . . 366 306
Other accrued expenses . . . . . . . . . . . . . 7,197 4,047
-------- --------
Current liabilities. . . . . . . . . . . . . . . . 34,224 27,967
-------- --------
Non-current liabilities:
Pension and postretirement obligations . . . . . 8,609 9,575
Deferred income taxes. . . . . . . . . . . . . . 4,622 -
Other non-current liabilities. . . . . . . . . . 935 -
-------- --------
Non-current liabilities. . . . . . . . . . . . . . 14,166 9,575
-------- --------
Minority interest in subsidiary. . . . . . . . . . 545 288
STOCKHOLDERS' EQUITY
Preferred stock, $.10 par value per share,
authorized 1,000,000 shares; none issued . . . . - -
Common stock, $.10 par value per share,
authorized 20,000,000 shares; 9,332,508
and 9,210,861 issued and outstanding,
respectively, in 2008 and 2007 . . . . . . . . . 933 921
Additional paid in capital . . . . . . . . . . . . 28,826 23,581
Accumulated other comprehensive income (loss). . . 289 (509)
Retained earnings. . . . . . . . . . . . . . . . . 39,707 35,517
-------- --------
Stockholders' equity . . . . . . . . . . . . . . . 69,755 59,510
-------- --------
LIABILITIES AND STOCKHOLDERS' EQUITY . . . . . . . $118,690 $ 97,340
======== ========
The accompanying notes are an integral part of these financial statements.
30
CONSOLIDATED STATEMENTS OF INCOME
LANDAUER, INC. AND SUBSIDIARIES
FOR THE YEARS ENDED SEPTEMBER 30,
(Dollars in Thousands,
Except per Share) 2008 2007 2006
- ---------------------- -------- -------- --------
Net revenues . . . . . . . . . . . . . . $ 89,954 $ 83,716 $ 79,043
Costs and expenses:
Cost of sales. . . . . . . . . . . . . 28,914 27,527 28,734
Selling, general, and
administrative . . . . . . . . . . . 26,589 24,711 19,154
Impairment and accelerated
depreciation charges . . . . . . . . 376 2,875 -
Reorganization charges . . . . . . . . - - 1,650
-------- -------- --------
55,879 55,113 49,538
-------- -------- --------
Operating income . . . . . . . . . . . . 34,075 28,603 29,505
Equity in income of joint venture. . . . 1,351 1,414 1,141
Other income, net. . . . . . . . . . . . 1,005 813 351
-------- -------- --------
Income before taxes. . . . . . . . . . . 36,431 30,830 30,997
Income taxes . . . . . . . . . . . . . . 13,118 11,413 11,783
-------- -------- --------
Income before minority interest. . . . . 23,313 19,417 19,214
Minority interest. . . . . . . . . . . . 330 101 168
-------- -------- --------
Net income . . . . . . . . . . . . . . . $ 22,983 $ 19,316 $ 19,046
======== ======== ========
Net income per share:
Basic. . . . . . . . . . . . . . . . . $ 2.49 $ 2.12 $ 2.11
Weighted average basic shares
outstanding. . . . . . . . . . . . . 9,237 9,127 9,045
Diluted. . . . . . . . . . . . . . . . $ 2.47 $ 2.10 $ 2.09
Weighted average diluted shares
outstanding. . . . . . . . . . . . . 9,302 9,196 9,112
======== ======== ========
The accompanying notes are an integral part of these financial statements.
31
<table>
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
AND COMPREHENSIVE INCOME
LANDAUER, INC. AND SUBSIDIARIES
<caption>
Addi- Accumulated Total Compre-
tional Other Stock- hensive
Common Paid In Comprehensive Retained holders' Income
(Dollars in Thousands) Stock Capital Income (Loss) Earnings Equity (Loss)
- ---------------------- -------- -------- ------------- -------- ---------- --------
<s> <c> <c> <c> <c> <c> <c>
Balance September 30, 2005 . . . . . . $ 903 $ 17,147 $ (375) $ 30,923 $ 48,598
Stock-based compensation
arrangements. . . . . . . . . . . . 6 2,494 - - 2,500
Net income . . . . . . . . . . . . . . - - - 19,046 19,046 $ 19,046
Foreign currency translation
adjustment . . . . . . . . . . . . . - - (65) - (65) (65)
Minimum pension liability
adjustment. . . . . . . . . . . . . - - (58) - (58) (58)
Dividends. . . . . . . . . . . . . . . - - - (16,322) (16,322) -
-------- -------- -------- -------- -------- --------
Comprehensive Income . . . . . . . . . $ 18,923
========
Balance September 30, 2006 . . . . . . $ 909 $ 19,641 $ (498) $ 33,647 $ 53,699
Stock-based compensation
arrangements. . . . . . . . . . . . 12 3,940 - - 3,952
Net income . . . . . . . . . . . . . . - - - 19,316 19,316 $ 19,316
Foreign currency translation
adjustment. . . . . . . . . . . . . - - 609 - 609 609
Minimum pension liability
adjustment. . . . . . . . . . . . . - - 160 - 160 160
Dividends. . . . . . . . . . . . . . . - - - (17,446) (17,446) -
Impact of adoption of SFAS
No. 158 . . . . . . . . . . . . . . - - (780) - (780) -
-------- -------- -------- -------- -------- --------
Comprehensive Income . . . . . . . . . $ 20,085
========
32
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
AND COMPREHENSIVE INCOME
(CONTINUED)
LANDAUER, INC. AND SUBSIDIARIES
Addi- Accumulated Total Compre-
tional Other Stock- hensive
Common Paid In Comprehensive Retained holders' Income
(Dollars in Thousands) Stock Capital Income (Loss) Earnings Equity (Loss)
- ---------------------- -------- -------- ------------- -------- ---------- --------
Balance September 30, 2007 . . . . . . $ 921 $ 23,581 $ (509) $ 35,517 $ 59,510
Impact of adoption of FIN No. 48 . . . - - - (231) (231)
Stock-based compensation
arrangements. . . . . . . . . . . . 12 5,245 - - 5,257
Net income . . . . . . . . . . . . . . - - - 22,983 22,983 $ 22,983
Foreign currency translation
adjustment. . . . . . . . . . . . . - - (235) - (235) (235)
Dividends. . . . . . . . . . . . . . . - - - (18,562) (18,562) -
Defined benefit pension plans:
Net gain arising during period. . . - - 806 - 806 806
Amortization of prior service
cost included in net periodic
benefit cost. . . . . . . . . . . - - 149 - 149 149
Amortization of net gain
included in net periodic
benefit cost. . . . . . . . . . . - - 9 - 9 9
Other postretirement benefit plans:
Net gain arising during period. . . - - 170 - 170 170
Amortization of prior service
credit included in net
periodic benefit cost . . . . . . - - (111) - (111) (111)
Amortization of net gain
included in net periodic
benefit cost. . . . . . . . . . . - - 10 - 10 10
-------- -------- -------- -------- -------- --------
Comprehensive Income . . . . . . . . . $ 23,781
========
Balance September 30, 2008 . . . . . . $ 933 $ 28,826 $ 289 $ 39,707 $ 69,755
======== ======== ======== ======== ========
<fn>
The accompanying notes are an integral part of these financial statements.
33
</table>
CONSOLIDATED STATEMENTS OF CASH FLOWS
LANDAUER, INC. AND SUBSIDIARIES
FOR THE YEARS ENDED SEPTEMBER 30,
(Dollars in Thousands) 2008 2007 2006
- ---------------------- -------- -------- --------
Cash flows from operating activities:
Net income . . . . . . . . . . . . . . . . $ 22,983 $ 19,316 $ 19,046
Adjustments to reconcile net income to
net cash provided by operating activities:
Asset impairment and accelerated
depreciation charges . . . . . . . . . 376 2,875 -
Depreciation . . . . . . . . . . . . . . 5,719 6,851 7,513
Amortization . . . . . . . . . . . . . . 658 640 652
Equity in net income of joint venture. . (1,351) (1,414) (1,141)
Dividends from joint venture . . . . . . 894 560 1,967
Stock-based compensation . . . . . . . . 1,200 801 888
Tax benefit from stock-based
compensation arrangements. . . . . . . 1,408 925 442
Excess tax benefit from stock-based
compensation arrangements. . . . . . . (1,019) (829) (244)
Loss on sale and disposition of
assets . . . . . . . . . . . . . . . . 33 38 127
Decrease (increase) in accounts
receivable, net. . . . . . . . . . . . 55 1,101 (2,111)
(Increase) decrease in prepaid taxes . . (6,198) (1,343) 556
Decrease (increase) in current
deferred taxes, net. . . . . . . . . . 1,107 (2,219) (345)
Increase in dosimetry devices at cost. . (1,235) (1,190) (2,409)
Decrease (increase) in long-term
deferred taxes, net. . . . . . . . . . 5,084 889 (1,460)
Increase (decrease) in accounts payable
and other current liabilities. . . . . 3,286 (309) (830)
Increase (decrease) in deferred
contract revenue . . . . . . . . . . . 1,782 (84) 1,005
Increase in long-term liabilities. . . . 1,242 697 1,107
Other operating activities, net. . . . . (1,373) 700 (750)
-------- -------- --------
Net cash provided by operating
activities . . . . . . . . . . . . . . 34,651 28,005 24,013
-------- -------- --------
Cash flows used by investing activities:
Acquisition of businesses, net of
cash acquired. . . . . . . . . . . . . (498) - -
Acquisition of property, plant
& equipment. . . . . . . . . . . . . . (7,533) (7,386) (3,498)
-------- -------- --------
Net cash used by investing activities. . (8,031) (7,386) (3,498)
-------- -------- --------
Cash flows used by financing activities:
Payments on revolving credit
facilities . . . . . . . . . . . . . . - (1,717) (2,599)
Dividends paid to minority interest. . . (167) (117) (102)
Dividends paid to stockholders . . . . . (18,270) (17,163) (16,044)
Proceeds from the exercise of
stock options. . . . . . . . . . . . . 4,011 3,011 3,465
Excess tax benefit from stock-based
compensation arrangements. . . . . . . 1,019 829 244
-------- -------- --------
Net cash used by financing activities. . (13,407) (15,157) (15,036)
-------- -------- --------
34
CONSOLIDATED STATEMENTS OF CASH FLOWS
(CONTINUED)
LANDAUER, INC. AND SUBSIDIARIES
FOR THE YEARS ENDED SEPTEMBER 30,
(Dollars in Thousands) 2008 2007 2006
- ---------------------- -------- -------- --------
Effects of foreign currency
translation. . . . . . . . . . . . . . (344) 187 343
Net increase in cash and cash equivalents. . 12,869 5,649 5,822
Opening balance - cash and
cash equivalents . . . . . . . . . . . . . 21,069 15,420 9,598
-------- -------- --------
Ending balance - cash and
cash equivalents . . . . . . . . . . . . . $ 33,938 $ 21,069 $ 15,420
======== ======== ========
Supplemental disclosure of cash flow
information:
Cash paid for income taxes . . . . . . . . $ 10,213 $ 13,191 $ 12,713
======== ======== ========
The accompanying notes are an integral part of these financial statements.
35
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
LANDAUER, INC. AND SUBSIDIARIES
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF CONSOLIDATION
The accompanying consolidated financial statements include the
accounts of Landauer, Inc.; Landauer-Europe, Ltd. and HomeBuyer's
Preferred, Inc., its wholly-owned subsidiaries; SAPRA-Landauer, Ltda., its
75%-owned subsidiary, Beijing-Landauer, Ltd., its 70%-owned subsidiary,
ALSA Dosimetria, S. de R.L. de C.V. its 56.25%-owned subsidiary, and
Landauer Australasia Pty Ltd. its 51%-owned subsidiary ("Landauer" or the
"Company"). Nagase-Landauer, Ltd. (50%-owned) is a Japanese corporation
that is accounted for on the equity basis. All 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.
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 source of revenues for the Company is radiation measuring and
monitoring services including other services incidental to measuring and
monitoring. The measuring and monitoring services provided by the Company
to its customers are of a subscription nature and are continuous. The
Company views its business as services provided to customers over a period
of time and the wear period is the period over which those services are
provided. Badge production, wearing of badges, badge analysis, and report
preparation are integral to the benefit that the Company provides to its
customers. These services are provided to customers on an agreed-upon
recurring basis (monthly, bi-monthly or quarterly) that the customer
chooses for the wear period. Revenue is recognized on a straight-line
basis, adjusted for changes in pricing and volume, over the wear period as
the service is continuous and no other discernible pattern of recognition
is evident. Revenues are recognized over the periods in which the customers
wear the badges irrespective of whether invoiced in advance or in arrears.
Many customers pay for these services in advance. The amounts
recorded as deferred contract revenue in the consolidated balance sheets
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.
Other services incidental to measuring and monitoring augment the
basic radiation measurement services that the Company offers, providing
administrative and informational tools to customers for the management of
their radiation detection programs. Other service revenues are recognized
upon delivery of the reports to customers or as other such services are
provided.
36
The Company sells radiation monitoring products to its customers,
principally InLight products, for their use in conducting radiation
measurements or managing radiation detection programs. Revenues from
product sales are recognized when shipped.
Revenues are shown net of nominal sales allowance adjustments.
RESEARCH AND DEVELOPMENT
The cost of research and development programs is charged to selling,
general and administrative expense as incurred and amounted to
approximately $1,837,000 in fiscal 2008, $1,831,000 in fiscal 2007 and
$1,769,000 in fiscal 2006. Research and development costs include salaries
and allocated employee benefits, third-party research contracts,
depreciation and supplies.
DEPRECIATION, AMORTIZATION AND MAINTENANCE
Property, plant and equipment are recorded at cost. Plant, equipment
and custom software are depreciated on a straight-line basis over their
estimated useful lives, which are primarily 30 years for buildings and
three to eight years for equipment and custom software. 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.
ADVERTISING
The Company expenses the costs of advertising as incurred.
Advertising expense, primarily related to product shows and exhibits,
amounted to $532,000 in fiscal 2008, $403,000 in fiscal 2007 and $317,000
in fiscal 2006.
INCOME TAXES
Landauer files income tax returns in the jurisdictions in which it
operates. For financial statement purposes, provisions for federal, state,
and foreign income taxes have been computed in accordance with the
provisions of SFAS No. 109, "Accounting for Income Taxes." The Company
adopted the provisions of FIN No. 48 on October 1, 2007. Information
regarding the adoption of FIN No. 48 is contained in the footnote "Income
Taxes" on page 43 of this Annual Report on Form 10-K.
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.
RECLASSIFICATIONS
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.
37
STOCK-BASED COMPENSATION
Effective October 1, 2005, the Company adopted SFAS No. 123 (Revised
2004), "Share-Based Payment," ("SFAS No. 123R"), which requires the
measurement and recognition of compensation cost at fair value for all
share-based payments, including stock options. Stock-based compensation
expense, primarily for grants of restricted stock, totaled approximately
$1,200,000, $801,000 and $888,000 for fiscal 2008, 2007 and 2006,
respectively. The total income tax benefit recognized in the consolidated
statements of income related to expense for stock-based compensation was
approximately $484,000, $322,000 and $353,000 during fiscal 2008, 2007 and
2006, respectively.
The Company has not granted stock options subsequent to fiscal 2005.
Awards of stock options in prior fiscal years were granted with an exercise
price equal to the market value of the stock on the date of grant. The
fair value of stock options was estimated using the Black-Scholes
option-pricing model. Expected volatility and the expected life of stock
options were based on historical experience. The risk free interest rate
was derived from the implied yield available on U.S. Treasury zero-coupon
issues with a remaining term, as of the date of grant, equal to the
expected term of the option. The dividend yield was based on annual
dividends and the fair market value of the Company's stock on the date of
grant. Under SFAS No. 123R, compensation expense is recognized ratably over
the vesting period of the stock option.
Subsequent to fiscal 2005, key employees and/or non-employee
directors have been granted restricted share awards that consist of
performance shares and time vested restricted stock. Performance shares
represent a right to receive shares of common stock upon satisfaction of
performance goals or other specified metrics. Restricted stock represents a
right to receive shares of common stock upon the passage of a specified
period of time. The fair value of performance shares and restricted stock
granted under the Company's 2005 Long-Term Incentive Plan was based on the
average of the Company's high and low stock prices on the date of grant.
Upon the adoption of the Company's Incentive Compensation Plan in February
2008, the fair value of performance shares and restricted stock granted
under the new plan is based on the Company's closing stock price on the
date of grant. Compensation expense for performance shares is recorded
ratably over the vesting period, assuming that achievement of performance
goals is deemed probable. Compensation expense for restricted stock is
recognized ratably over the vesting period. The per share weighted average
fair value of restricted shares, including restricted stock and performance
shares, granted during fiscal 2008, 2007 and 2006 was $51.41, $49.27 and
$46.32, respectively.
EMPLOYEE BENEFIT PLANS
Landauer sponsors postretirement benefit plans to provide pension,
supplemental retirement funds, and medical expense reimbursement to
eligible retired employees, as well as a directors' retirement plan that
provides for certain retirement benefits payable to non-employee directors.
Refer to the footnote "Employee Benefit Plans" on page 46 of this Annual
Report on Form 10-K for further information on these benefit plans.
Effective September 30, 2007, the Company adopted SFAS No. 158,
"Employers' Accounting for Defined Benefit Pension and Other Postretirement
Plans - an amendment of FASB Statements No. 87, 88, 106, and 132(R)". The
statement requires companies to recognize on their balance sheet the funded
status of their defined benefit pension and other postretirement benefit
plans and to recognize changes in the funded status of these plans through
comprehensive income in the year in which the changes occur. The statement
also requires that plan measurement dates coincide with the Company's
fiscal year-end.
38
The adoption of SFAS No. 158 did not impact the Company's plan
measurement dates, as its plans historically have used a plan measurement
date of September 30. The following table illustrates the incremental
effect of applying SFAS No. 158 on individual line items in the
consolidated balance sheet at September 30, 2007. The adoption of SFAS
No. 158 had no effect on the Company's consolidated statement of income.
Before After
Application Application
of SFAS Adjust- of SFAS
(Dollars in Thousands) No. 158 ments No. 158
- ---------------------- ---------- ---------- ----------
Goodwill and other intangible
assets, net. . . . . . . . . . . . . $ 18,514 $ (187) $ 18,327
Deferred income taxes, net . . . . . . (191) 524 333
Assets . . . . . . . . . . . . . . . . 97,003 337 97,340
-------- -------- --------
Accrued pension and postretire-
ment costs . . . . . . . . . . . . . 863 (557) 306
Current liabilities. . . . . . . . . . 28,524 (557) 27,967
-------- -------- --------
Pension and postretirement
obligations. . . . . . . . . . . . . 7,901 1,674 9,575
Non-current liabilities. . . . . . . . 7,901 1,674 9,575
-------- -------- --------
Accumulated other comprehensive
loss, net. . . . . . . . . . . . . . 271 (780) (509)
Stockholders' equity . . . . . . . . . 60,290 (780) 59,510
-------- -------- --------
Liabilities and
stockholders' equity . . . . . . . . $ 97,003 $ 337 $ 97,340
======== ======== ========
RECENT ACCOUNTING PRONOUNCEMENTS
In September 2006, the FASB issued SFAS No. 157, "Fair Value
Measurements." SFAS No. 157 defines fair value, establishes a framework for
measuring fair value and expands disclosures about fair value measurements.
SFAS No. 157 applies under other accounting pronouncements that require or
permit fair value measurements. SFAS No. 157 is effective for the Company
for fiscal year 2009. FSP SFAS No. 157-2 delays the effective date of SFAS
No. 157 by one year for nonfinancial assets and nonfinancial liabilities
that are recognized or disclosed at fair value in the financial statements
on a nonrecurring basis. FSP SFAS No. 157-1 amends SFAS No. 157 to exclude
leasing transactions covered by SFAS No. 13. The Company has evaluated SFAS
No. 157 and does not expect it to have a material impact on the Company's
financial position, results of operations and financial disclosures.
In February 2007, the FASB issued SFAS No. 159, "The Fair Value
Option for Financial Assets and Financial Liabilities, including an
Amendment of FASB Statement No. 115." SFAS No. 159 permits entities to
choose to measure many financial instruments and certain other items at
fair value on an instrument-by-instrument basis, with unrealized gains and
losses related to these financial instruments reported in earnings at each
subsequent reporting date. SFAS No. 159 also establishes presentation and
disclosure requirements to facilitate comparisons between companies that
choose different measurement attributes for similar assets and liabilities.
SFAS No. 159 is effective for the Company for fiscal year 2009. The
Company does not expect to change its measurement of certain assets and
liabilities to fair value as permitted by SFAS No. 159. Therefore the
Company does not expect SFAS No. 159 to have a material impact on its
financial position, results of operations and financial disclosures.
However, the Company intends to re-evaluate its opportunity to elect the
fair value option in the future when other eligible items are recognized.
39
In March 2007, the FASB ratified the Emerging Issues Task Force
(EITF) Issue No. 06-10, "Accounting for the Deferred Compensation and
Postretirement Benefit Aspects of Collateral Assignment Split-Dollar Life
Insurance Arrangements." The EITF affirmed as a final consensus that an
employer should recognize a liability for the postretirement benefit
related to a collateral assignment split-dollar life insurance arrangement.
The Issue is effective for the Company for fiscal year 2009, including
interim periods within the fiscal year. The Company does not expect EITF
No. 06-10 to have a material impact on its financial position, results of
operations and financial disclosures.
In December 2007, the FASB issued SFAS No. 141R, "Business
Combinations," and SFAS No. 160 "Noncontrolling Interests in Consolidated
Financial Statements." These standards aim to improve, simplify, and
converge internationally the accounting for and reporting of business
combinations and noncontrolling interests in consolidated financial
statements. The provisions of SFAS No. 141R and SFAS No. 160 are
effective, and should be applied prospectively, for the Company beginning
in fiscal 2010. The Company will apply SFAS No. 141R for any business
combinations beginning in fiscal 2010. The Company is currently evaluating
the impact of SFAS No. 160 to its financial position, results of operations
and financial disclosures.
In April 2008, the FASB issued Staff Position No. FAS 142-3,
"Determination of the Useful Life of Intangible Assets" (FSP No. 142-3).
The FSP amends the factors that should be considered in developing renewal
or extension assumptions used to determine the useful life of a recognized
intangible asset under FASB Statement No. 142, "Goodwill and Other
Intangible Assets." Additionally, the FSP requires disclosures regarding
the extent to which the expected future cash flows associated with
intangible assets are affected by the entity's intent and/or ability to
renew or extend the arrangement. FSP No. 142-3 is effective for the
Company beginning with its quarter ending December 31, 2009. The Company
has evaluated FSP No. 142-3 and does not expect it to have a material
impact on its financial position, results of operations and financial
disclosures.
In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of
Generally Accepted Accounting Principles." SFAS No. 162 identifies the
sources of accounting principles and the framework for selecting the
principles used in the preparation of financial statements of
nongovernmental entities that are presented in conformity with US generally
accepted accounting principles. SFAS No. 162 is effective 60 days
following the SEC's approval of the Public Company Accounting Oversight
Board amendments to AU Section 411, "The Meaning of Present Fairly in
Conformity With Generally Accepted Accounting Principles." The Company
does not expect SFAS No. 162 to change its current accounting and reporting
practices or materially impact its consolidated financial statements.
In June 2008, the FASB issued FSP No. EITF 03-6-1, "Determining
Whether Instruments Granted in Share-Based Payment Transactions Are
Participating Securities." The FSP clarifies that outstanding unvested
share-based payment awards that contain nonforfeitable rights to dividends
or dividend equivalents are participating securities and need to be
included in the computation of earnings per share under the two-class
method. FSP No. 03-6-1 is effective for fiscal years beginning after
December 15, 2008. The Company does not expect FSP No. 03-6-1 to have a
material impact on its financial position, results of operations and
financial disclosures.
40
2. IMPAIRMENT AND ACCELERATED DEPRECIATION CHARGES
During fiscal 2007, the Company began implementation of an
information technology initiative to re-engineer various business processes
and replace components of its information technology systems that support
customer relationship management and the order-to-cash cycle. As part of
this information technology initiative, management conducted an evaluation
of its different information technology platforms and the usefulness of its
investments made in legacy information systems' hardware and software; this
evaluation was concluded in the quarter ending June 30, 2007. Management
identified certain legacy assets with a net book value of approximately
$3,500,000 that were either subject to immediate impairment or retirement
once the full system implementation has been completed. Management
anticipated that the assets subject to retirement would be utilized through
March 31, 2008, and therefore, the Company recorded accelerated
depreciation through the newly determined remaining useful lives.
As of September 30, 2007, the Company recorded a pretax non-cash
charge of $2,875,000 ($1,725,000, after tax at a marginal tax rate of 40%),
or $0.19 per diluted share. The non-cash charge included an impairment of
$2,185,000 for those assets management determined have no future value and
$690,000 of incremental depreciation expense for those assets whose
remaining useful lives were adjusted. In fiscal 2008, the Company
recognized a non-cash charge of $376,000 ($225,000, after tax at a marginal
tax rate of 40%), or $0.02 per diluted share, for the remaining accelerated
depreciation on the assets to be retired.
3. INCOME PER COMMON 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. The Company considered the
impact of SFAS No. 123R on the computation of diluted shares. The Company
adopted SFAS No. 123R using the modified prospective method and elected to
use the alternative transition method ("short-cut method") to determine its
pool of windfall tax benefits.
Following is a table that presents the weighted average number of
shares of common stock for the years ended September 30:
(Amounts in Thousands) 2008 2007 2006
- ---------------------- -------- -------- --------
Weighted average number of shares of
common stock outstanding . . . . . . . . 9,237 9,127 9,045
Effect of dilutive stock-based
compensation awards. . . . . . . . . . . 65 69 67
-------- -------- --------
Weighted average number of shares of
common stock assuming dilution . . . . . 9,302 9,196 9,112
======== ======== ========
Following is a table that provides net income and earnings per share
for the years ended September 30:
(Dollars in Thousands,
Except per Share) 2008 2007 2006
- ---------------------- -------- -------- --------
Net income . . . . . . . . . . . . . . . . . $ 22,983 $ 19,316 $ 19,046
Basic EPS. . . . . . . . . . . . . . . . $ 2.49 $ 2.12 $ 2.11
Diluted EPS. . . . . . . . . . . . . . . $ 2.47 $ 2.10 $ 2.09
41
4. 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. Landauer received
dividend payments of $894,000 and $560,000 during fiscal years 2008 and
2007, respectively.
Condensed audited results of operations for Nagase-Landauer, Ltd.
were as follows, converted into U.S. dollars at the average rate of
exchange, for the years ended September 30:
(Dollars in Thousands) 2008 2007 2006
- ---------------------- -------- -------- --------
Revenues . . . . . . . . . . . . . . . . . . $ 19,235 $ 16,472 $ 15,192
Income before income taxes . . . . . . . . . 4,885 4,833 4,168
Net income . . . . . . . . . . . . . . . . . 2,701 2,828 2,282
======== ======== ========
Average exchange rate (<yen>/$). . . . . . . 107.28 118.5 116.3
======== ======== ========
Condensed audited balance sheets for the years ended September 30,
2008 and 2007, converted into U.S. dollars at the then-current rate of
exchange, were as follows:
(Dollars in Thousands) 2008 2007
- ---------------------- -------- --------
Current assets . . . . . . . . . . . . . . . $ 15,136 $ 14,530
Other assets . . . . . . . . . . . . . . . . 4,185 2,285
-------- --------
Total assets . . . . . . . . . . . . . . . . $ 19,321 $ 16,815
======== ========
Liabilities. . . . . . . . . . . . . . . . . $ 7,731 $ 6,859
Stockholders' equity . . . . . . . . . . . . 11,590 9,956
-------- --------
Total liabilities and
stockholders' equity . . . . . . . . . . . $ 19,321 $ 16,815
======== ========
5. GOODWILL AND OTHER INTANGIBLE ASSETS
The components of goodwill and other intangible assets for the years
ended September 30, 2008 and 2007 were as follows:
(Dollars in Thousands) 2008 2007
- ---------------------- -------- --------
Goodwill . . . . . . . . . . . . . . . . . . $ 13,343 $ 13,364
Customer lists, net of amortization
of $3,078 in 2008 and $2,530 in 2007
(useful life of 10-15 years) . . . . . . . 4,134 4,295
Licenses and patents, net of amortization
of $430 in 2008 and $490 in 2007
(useful life of 10-17 years) . . . . . . . 606 592
Other intangibles, net of amortization
of $557 in 2008 and $501 in 2007
(useful life of 10 years). . . . . . . . . 19 76
-------- --------
Total. . . . . . . . . . . . . . . . . . . . $ 18,102 $ 18,327
======== ========
42
The intangible asset amounts noted above are presented net of
accumulated amortization of $7,359,000 at September 30, 2008 and $6,819,000
at September 30, 2007. Amortization of intangible assets was $658,000,
$640,000 and $652,000, for the years ended September 30, 2008, 2007 and
2006, respectively. Estimated annual aggregate amortization expense related
to intangible assets will be approximately $617,000, $611,000, $542,000,
$542,000 and $542,000, respectively, for each of the next five years.
6. INCOME TAXES
The components of the provision for income taxes for the years ended
September 30, 2008, 2007 and 2006 were as follows:
(Dollars in Thousands) 2008 2007 2006
- ---------------------- -------- -------- --------
Current:
Federal . . . . . . . . . . . . . . $ 5,340 $ 9,752 $ 10,932
State . . . . . . . . . . . . . . . 958 2,349 2,657
-------- -------- --------
Current tax provision . . . . . . $ 6,298 $ 12,101 $ 13,589
======== ======== ========
Deferred:
Federal . . . . . . . . . . . . . . $ 5,379 $ (520) $ (1,455)
State . . . . . . . . . . . . . . . 1,441 (168) (351)
-------- -------- --------
Deferred tax provision
(benefit) . . . . . . . . . . . $ 6,820 $ (688) $ (1,806)
======== ======== ========
Income tax provision . . . . . . . . . $ 13,118 $ 11,413 $ 11,783
======== ======== ========
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 of 35.0% to income before taxes. Significant differences affecting the
provision were as follows:
(Dollars in Thousands) 2008 2007 2006
- ---------------------- -------- -------- --------
Income tax provision at statutory
rate of 35.0%. . . . . . . . . . . . $ 12,751 $ 10,791 $ 10,849
Increases (decreases) resulting from:
State income taxes, net of
federal benefit. . . . . . . . . 1,559 1,418 1,499
Foreign rate differences . . . . . (481) (206) (74)
Non-taxed equity earnings. . . . . (473) (495) (399)
Other. . . . . . . . . . . . . . . (238) (95) (92)
-------- -------- --------
Income tax provision as reported . . . $ 13,118 $ 11,413 $ 11,783
======== ======== ========
Effective income tax rate. . . . . . . 36.0% 37.0% 38.0%
======== ======== ========
The Company accounts for income taxes in accordance with 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) estimated mitigation
costs for existing HomeBuyer's contracts, (e) accrued benefit claims,
vacation pay, and other compensation-related costs, and (f) allowances for
obsolete inventory.
43
Significant components of deferred taxes at September 30, 2008 and
2007 were as follows:
(Dollars in Thousands) 2008 2007
- ---------------------- -------- --------
Deferred tax assets:
Tangible asset amortization. . . . . . . . . $ - $ 3,530
Pension accrual. . . . . . . . . . . . . . . 1,967 3,342
Compensation expense . . . . . . . . . . . . 722 709
HomeBuyer's accrued mitigation costs . . . . 290 298
Medical insurance claims . . . . . . . . . . 528 560
Other. . . . . . . . . . . . . . . . . . . . 613 489
-------- --------
$ 4,120 $ 8,928
======== ========
Deferred tax liabilities:
Tangible asset amortization. . . . . . . . . $ 506 $ -
Depreciation . . . . . . . . . . . . . . . . 553 851
Software development . . . . . . . . . . . . 3,928 2,503
Intangible asset amortization. . . . . . . . 632 710
Other. . . . . . . . . . . . . . . . . . . . 811 453
-------- --------
$ 6,430 $ 4,517
======== ========
Net deferred tax (liability) asset . . . . . . $ (2,310) $ 4,411
======== ========
Deferred taxes are not provided on the undistributed earnings of
certain subsidiaries operating outside of the United States that have been
or are intended to be permanently reinvested outside of the United States.
If these earnings were distributed, foreign tax credits may become
available under current law to reduce or eliminate the resulting income tax
liability in the United States.
INCOME TAX UNCERTAINTIES
Effective October 1, 2007, the Company adopted the provisions of FASB
Interpretation No. 48, "Accounting for Uncertainty in Income Taxes" ("FIN
No. 48"). FIN No. 48 clarifies the accounting for uncertainty in income
taxes by prescribing a recognition threshold and measurement attribute for
the financial statement recognition and measurement of a tax position taken
or expected to be taken in a tax return. FIN No. 48 also provides guidance
on de-recognition, classification, interest and penalties, accounting in
interim periods, disclosure and transition.
As a result of the implementation of FIN No. 48, the Company
recognized a $421,000 gross increase, exclusive of interest and penalties,
in the liability for income tax uncertainties. The October 1, 2007 balance
of retained earnings was reduced by $231,000 for the adoption of FIN No.
48. A reconciliation of the beginning and ending amounts of gross
unrecognized tax benefits, exclusive of interest and penalties, is as
follows:
(Dollars in Thousands)
- ----------------------
Balance at October 1, 2007, as revised . . . . . . . . . . . $ 421
Increases based on tax positions for the current year. . . . 91
Increases based on tax positions for prior years . . . . . . 307
Decreases based on tax positions for prior years . . . . . . (49)
Settlements. . . . . . . . . . . . . . . . . . . . . . . . . (26)
Lapse of statute of limitations. . . . . . . . . . . . . . . (50)
------
Balance at September 30, 2008. . . . . . . . . . . . . . . . $ 694
======
44
Of the $694,000 of gross unrecognized tax benefits as of
September 30, 2008, $516,000 (net of federal and state benefits) represents
the portion that, if recognized, would impact the Company's effective tax
rate. As of September 30, 2008, the Company believes that it is reasonably
possible that its liability for income tax uncertainties will decrease,
exclusive of interest and penalties, in the estimated range of $160,000 to
$360,000, due to the initiation of settlements for certain state tax
liabilities within the next twelve months.
The Company recognizes accrued interest and penalties related to
unrecognized tax benefits in the provision for income taxes. The Company
recognized approximately $145,000 in interest and penalties during fiscal
2008. As of September 30, 2008, the gross amount of interest accrued was
$90,000 and the accrual for the potential payment of penalties was
$151,000.
As of September 30, 2008, the Company's U.S. income tax returns for
fiscal 2005 and subsequent years remain subject to examination by the
Internal Revenue Service. The Company has no on-going examinations of any
tax year by the Internal Revenue Service. State income tax returns
generally have statute of limitations for periods between three and five
years from the date of filing. During fiscal 2008, the State of Illinois
began an income tax audit of the returns for the fiscal tax years ending
September 30, 2004, 2005 and 2006. The audit resulted in no material
adjustments. For the Company's major foreign jurisdictions, its tax
returns in the UK and France for fiscal years 2005, 2006 and 2007 remain
open and subject to examination by taxing officials.
7. CREDIT FACILITY
In April 2004, the Company negotiated a $25 million line of credit
with a commercial bank and borrowed $7,724,000 (euro-denominated) under
this facility as part of funding the acquisition of the remaining 49%
minority interest in Landauer-Europe. The Company funded euro-based debt
service payments from euro-denominated cash flows. The credit agreement was
amended, effective March 25, 2005, to extend the maturity date to March 25,
2006 and reduce the aggregate loan commitment under the credit facility to
$15 million, with an option for the Company to increase to $25 million. A
second amendment was made effective March 25, 2006, to extend the maturity
date to March 25, 2007 and increase the minimum tangible net worth covenant
to $22.4 million. The Company did not renew the line upon its maturity in
March 2007. In October 2007, the Company negotiated a new credit facility,
which expires on October 31, 2009. The new credit facility permits
borrowing up to $15 million. To date, no borrowings have been made under
this facility.
8. CAPITAL STOCK
Landauer has two classes of capital stock, preferred and common, with
a par value of $0.10 per share for each class. As of September 30, 2008 and
2007, there were 9,332,508 and 9,210,861 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 $2.00 per common share were declared in fiscal 2008. At
September 30, 2008, there were accrued and unpaid dividends of $4,686,000.
Landauer has reserved 500,000 shares of common stock under the
Landauer, Inc. Incentive Compensation Plan approved on February 7, 2008.
Previously, Landauer had reserved 500,000 shares of common stock for grants
under its 2005 Long-Term Incentive Plan. Upon approval of the new plan in
2008, all shares reserved under the prior plan were cancelled.
45
9. EMPLOYEE BENEFIT PLANS
In the United States, Landauer maintains a qualified 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. The supplemental plan is not separately funded
and costs of the plan are expensed annually. 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. For the fiscal
years ended September 30, 2008, 2007 and 2006, expense for the Company's
defined benefit pension plans was $1,730,000, $1,929,000 and $1,888,000,
respectively.
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. Amounts expensed for company
matching contributions under the plan during the fiscal years ended
September 30, 2008, 2007 and 2006 were $123,000, $149,000 and $148,000,
respectively.
The Company also maintains an 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, or to age 65 in accordance with plan changes effective October 1, 2005,
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 assumptions for health-care cost ultimate trend rates were
6% for those younger than 65, and 5% for those 65 and older. For the fiscal
years ended September 30, 2008, 2007 and 2006, expense for the Company's
postretirement medical plan was $10,000, $82,000 and $98,000, respectively.
The Company adopted SFAS No. 158 as of the end of its 2007 fiscal
year. The impact of the adoption is discussed in Note 1 "Summary of
Significant Accounting Policies". The standard generally requires an
employer to recognize the over- or underfunded status of its defined
benefit postretirement plans on its balance sheet and recognize changes in
the funded status, as the changes occur, through comprehensive income.
Prior periods do not require restatement. The Company uses its fiscal year
end, September 30, as the measurement date for its plans. The following
tables set forth the status of the combined defined benefit pension plans
and the postretirement medical plan, as pension benefits and other
benefits, respectively, at September 30, 2008 and 2007. The Company's
subsidiary in France maintains a pension plan, in the amount of
approximately $144,000 and $167,000 as of September 30, 2008 and 2007,
respectively, which has not been included in the following tables.
46
Pension Benefits Other Benefits
------------------ ------------------
(Dollars in Thousands) 2008 2007 2008 2007
- ---------------------- -------- -------- -------- --------
CHANGE IN BENEFIT OBLIGATION:
Benefit obligation at
beginning of year. . . . . . . . $ 21,458 $ 21,583 $ 1,355 $ 1,481
Service cost . . . . . . . . . . . 1,084 1,143 43 58
Interest cost. . . . . . . . . . . 1,347 1,210 68 76
Special termination benefits (1) . - 140 - -
Actuarial gain . . . . . . . . . . (3,400) (2,178) (284) (172)
Benefits paid. . . . . . . . . . . (629) (440) (48) (88)
-------- -------- -------- --------
Benefit obligation at
end of year. . . . . . . . . . . 19,860 21,458 1,134 1,355
-------- -------- -------- --------
CHANGE IN PLAN ASSETS:
Fair value of plan assets at
beginning of year. . . . . . . . 13,099 11,082 - -
Actual return on plan assets . . . (1,189) 1,183 - -
Employer contributions . . . . . . 882 1,274 48 88
Benefits paid. . . . . . . . . . . (629) (440) (48) (88)
-------- -------- -------- --------
Fair value of plan assets at
end of year. . . . . . . . . . . 12,163 13,099 - -
-------- -------- -------- --------
Funded status at end of year . . . $ (7,697) $ (8,359) $ (1,134) $ (1,355)
======== ======== ======== ========
(1) Represents benefit costs arising from the retirement of the Company's
former CFO. Refer to Note 12 "Reorganization Charges" for additional
information.
Pension Benefits Other Benefits
------------------ ------------------
(Dollars in Thousands) 2008 2007 2008 2007
- ---------------------- -------- -------- -------- --------
AMOUNTS RECOGNIZED IN
CONSOLIDATED BALANCE SHEETS:
Current liabilities -
accrued pension and
postretirement costs . . . . . $ (286) $ (217) $ (80) $ (89)
Noncurrent liabilities -
pension and postretirement
obligations. . . . . . . . . . . (7,411) (8,142) (1,054) (1,266)
-------- -------- -------- --------
Net amount recognized. . . . . . . $ (7,697) $ (8,359) $ (1,134) $ (1,355)
======== ======== ======== ========
AMOUNTS RECOGNIZED IN
ACCUMULATED OTHER
COMPREHENSIVE INCOME (LOSS):
Net loss (gain). . . . . . . . . . $ (677) $ 683 $ 110 $ 404
Prior service cost (credit). . . . 734 884 (333) (444)
-------- -------- -------- --------
Net amount recognized in
accumulated other
comprehensive income (loss). . . $ 57 $ 1,567 $ (223) $ (40)
======== ======== ======== ========
47
At September 30, 2008 and 2007, the accumulated benefit obligation
for all defined benefit pension plans was $17,975,000 and $18,592,000,
respectively. Information for pension plans with an accumulated benefit
obligation in excess of plans assets is set forth in the following table:
September 30,
(Dollars in Thousands) 2008 2007
- ---------------------- -------- --------
Projected benefit obligation . . . . . . . . . . . $ 6,424 $ 6,393
Accumulated benefit obligation . . . . . . . . . . 6,352 5,977
Fair value of plan assets. . . . . . . . . . . . . - -
The components of net periodic benefit cost were as follows:
Pension Benefits Other Benefits
------------------------- -------------------------
(Dollars in
Thousands) 2008 2007 2006 2008 2007 2006
- ------------ ------- ------- ------- ------- ------- -------
Service cost . . . . $ 1,084 $ 1,143 $ 1,246 $ 43 $ 58 $ 20
Interest cost. . . . 1,347 1,210 1,153 68 76 82
Expected return on
plan assets. . . . (859) (747) (772) - - -
Amortization of
transition asset . - (6) (6) - - -
Amortization of
prior service
cost (credit). . . 149 149 156 (111) (111) (111)
Recognized net
actuarial loss . . 9 40 111 10 59 107
Special termin-
ation benefits . . - 140 - - - -
------- ------- ------- ------- ------- -------
Net periodic
benefit cost . . . $ 1,730 $ 1,929 $ 1,888 $ 10 $ 82 $ 98
======= ======= ======= ======= ======= =======
Other changes in plan assets and benefit obligations recognized in
other comprehensive income, pre-tax, during fiscal 2008 were as follows:
Pension Other
Benefits Benefits
-------- --------
(Dollars in Thousands) 2008 2008
- ---------------------- -------- --------
Net gain . . . . . . . . . . . . . . . . . . . . . $ (1,351) $ (284)
Amortization of net gain . . . . . . . . . . . . . (9) (10)
Amortization of prior service cost (credit). . . . (149) 111
-------- --------
Total recognized in other comprehensive
income . . . . . . . . . . . . . . . . . . . . . $ (1,509) $ (183)
======== ========
Total recognized in net periodic benefit cost
and other comprehensive income . . . . . . . . . $ 221 $ (173)
======== ========
The estimated pre-tax amounts in accumulated other comprehensive
income expected to be recognized in net periodic benefit cost over the next
fiscal year are:
Pension Other
(Dollars in Thousands) Benefits Benefits
- ---------------------- -------- --------
Net loss (gain). . . . . . . . . . . . . . . . . . $ (5) $ -
Prior service cost (credit). . . . . . . . . . . . 134 (111)
-------- --------
Net amount expected to be recognized . . . . . . . $ 129 $ (111)
======== ========
48
ASSUMPTIONS
The weighted-average assumptions used to determine benefit
obligations at September 30 were as follows:
Pension Benefits Other Benefits
------------------ ------------------
2008 2007 2008 2007
-------- -------- -------- --------
Discount rate. . . . . . . . . . . 7.50% 6.30% 7.50% 6.30%
Rate of compensation increase. . . 3.50% 3.50% 3.50% 3.50%
The weighted-average assumptions used to determine net periodic
benefit cost for years ended September 30 were as follows:
Pension Benefits Other Benefits
------------------ ------------------
2008 2007 2008 2007
-------- -------- -------- --------
Discount rate. . . . . . . . . . . 6.30% 5.90% 6.30% 5.90%
Expected long-term return
on plan assets . . . . . . . . . 6.50% 6.50% 0.00% 0.00%
Rate of compensation increase. . . 3.50% 3.50% 3.50% 3.50%
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 were:
2008 2007
-------- --------
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 . . . . . . . . . . . . . . . . . . . 2014 2013
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 as
of September 30, 2008:
1-Percentage- 1-Percentage-
(Dollars in Thousands) Point Increase Point Decrease
- ---------------------- -------------- --------------
Effect on aggregate of service
and interest cost. . . . . . . . . . . . $ 6 $ (6)
Effect on postretirement
benefit obligation . . . . . . . . . . . $ 19 $ (70)
49
PLAN ASSETS
Landauer's pension plan weighted-average asset allocations by asset
category at September 30 were:
Plan Assets at
September 30,
---------------------
Asset Category 2008 2007
- -------------- -------- --------
Fixed income . . . . . . . . . . . . . . . . . . . 57% 51%
Equity securities. . . . . . . . . . . . . . . . . 40% 48%
Cash equivalents . . . . . . . . . . . . . . . . . 3% 1%
---- ----
Total. . . . . . . . . . . . . . . . . . . . . . . 100% 100%
==== ====
Plan assets for the qualified defined benefit pension plan include
marketable equity securities, corporate and government debt securities, and
cash and short-term investments. The plan assets are not directly invested
in the Company's common stock. The supplemental key executive retirement
plan and the directors' retirement plan are not separately funded.
The plan's investment strategy supports the objectives of the plan.
These objectives are to maximize returns in order to meet long-term cash
requirements within reasonable and prudent levels of risk. To achieve these
objectives, the Company has established a strategic asset allocation policy
which is 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
To meet the IRS minimum funding standards, the Company is required to
contribute approximately $766,000 to its defined benefit pension plan
during fiscal 2009, of which approximately $235,000 is for the 2008 plan
year. In October 2008, the Company contributed $2.0 million to the plan,
fulfilling its funding requirements for fiscal 2009 and offsetting the loss
on plan assets that occurred during fiscal 2008.
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
---------------------- -------- --------
2009 . . . . . . . . . . . . . . . . . $ 741 $ 82
2010 . . . . . . . . . . . . . . . . . 736 85
2011 . . . . . . . . . . . . . . . . . 778 82
2012 . . . . . . . . . . . . . . . . . 948 92
2013 . . . . . . . . . . . . . . . . . 1,000 43
Years 2014-2018. . . . . . . . . . . . 6,858 225
10. COMMITMENTS AND CONTINGENCIES
The Company is a party, from time to time, to various legal
proceedings, lawsuits and other claims arising in the ordinary course of
its business. The Company does not believe that any such litigation pending
as of September 30, 2008, if adversely determined, would have a material
effect on its business, financial position, results of operations, or cash
flows.
50
11. STOCK-BASED COMPENSATION
The Company maintains four stock-based compensation plans for key
employees and/or non-employee directors: (i) the Landauer, Inc. 1996 Equity
Plan, as amended and restated through November 8, 2001; (ii) the Landauer,
Inc. 1997 Non-Employee Director's Stock Option Plan, as amended and
restated through November 8, 2001; (iii) the Landauer, Inc. 2005 Long-Term
Incentive Plan; and (iv) the Landauer, Inc. Incentive Compensation Plan
(the "IC Plan") which was approved by shareholders in February 2008. For
future grants, the IC Plan replaced the previous three plans. The Company
reserved 500,000 shares of its common stock for grant under the IC Plan,
and shares reserved for award and unused under the previous three plans
were cancelled. The Plans provide for grants of options to purchase the
Company's common stock, restricted stock, restricted stock units,
performance shares and units, and stock appreciation rights. Shares issued
upon settlement of stock-based compensation awards are issued from the
Company's authorized, unissued stock.
STOCK OPTIONS
Expense related to stock options issued to eligible employees and
directors under the Plans is recognized ratably over the vesting period.
Stock options generally vest over a period of 0 to 4 years and have 10-year
contractual terms. A summary of stock option activity during fiscal 2008 is
presented below (in thousands, except option prices):
Weighted-
Average
Weighted- Remaining
Number Average Contractual Aggregate
of Exercise Term Intrinsic
Options Price (Years) Value
------- --------- ----------- ---------
Outstanding at
October 1, 2007. . . . 314 $ 43.07
Exercised. . . . . . . . (150) 41.03
Forfeited. . . . . . . . (1) 45.64
------ -------
Outstanding at
September 30, 2008 . . 163 $ 44.94 6.0 $ 4,522
====== ======= ======= =======
Exercisable at
September 30, 2008 . . 163 $ 44.94 6.0 $ 4,522
====== ======= ======= =======
As of September 30, 2008, all outstanding stock options were vested
and compensation expense related to stock options was recognized. The
Company has not granted stock options subsequent to fiscal 2005. The
intrinsic value of options exercised totaled approximately $2,273,000,
$2,181,000 and $590,000 during fiscal 2008, 2007 and 2006, respectively.
The total income tax benefit recognized in the consolidated statements of
income related to the exercise of stock options was approximately $915,000,
$870,000 and $235,000 during fiscal 2008, 2007 and 2006, respectively.
51
RESTRICTED SHARE AWARDS
Restricted share awards consist of performance shares and time vested
restricted stock. Expense related to performance shares and restricted
stock is recognized ratably over the vesting period. Restricted stock
issued to eligible employees and directors under the Plans vests, to date,
over a period from 6 months to 5 years, and performance shares contingently
vest over various periods, depending on the nature of the performance goal.
Restricted share transactions during fiscal 2008 were as follows (in
thousands, except fair values):
Number of Weighted-
Restricted Average
Share Fair
Awards Value
---------- ----------
Outstanding at October 1, 2007 . . . . . 42 $ 48.41
Granted. . . . . . . . . . . . . . . . . 32 51.41
Vested . . . . . . . . . . . . . . . . . (20) 48.51
Forfeited. . . . . . . . . . . . . . . . (7) 48.29
------ -------
Outstanding at September 30, 2008. . . . 47 $ 50.41
====== =======
As of September 30, 2008, unrecognized compensation expense related
to restricted share awards totaled approximately $1,300,000 and is expected
to be recognized over a weighted average period of 1.1 years. The total
fair value of shares vested during fiscal 2008, 2007 and 2006 was $986,000,
$87,000 and $503,000, respectively.
12. REORGANIZATION CHARGES
In March 2006, the Company recognized expenses of approximately
$600,000 for costs associated with the implementation of a profit
improvement plan. In September 2006, the Company recognized expenses in the
amount of approximately $1,050,000 associated with management
organizational changes, including retirement incentives and related pension
benefit expenses, arising from the retirement of the Company's former chief
financial officer and the resignation of the vice president of operations,
recruitment expenses related to the recent election of a new chief
financial officer, severance charges, and other costs related to additional
personnel changes.
13. 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, as well as to customers in other geographic
markets. The Company does not have any significant long-lived assets in
foreign countries. The following table shows the geographical distribution
of revenues for the fiscal years ended September 30, 2008, 2007 and 2006:
(Dollars in Thousands) 2008 2007 2006
- ---------------------- -------- -------- --------
Domestic . . . . . . . . . . . . . . . . . . $ 66,663 $ 64,928 $ 63,966
Europe - France and UK . . . . . . . . . . . 14,581 12,046 10,114
Other countries. . . . . . . . . . . . . . . 8,710 6,742 4,963
-------- -------- --------
$ 89,954 $ 83,716 $ 79,043
======== ======== ========
Revenues of Nagase-Landauer, Ltd., the Company's joint venture in
Japan, are not consolidated and are not included in the above table.
Audited revenues of Nagase-Landauer, Ltd. for fiscal years 2008, 2007 and
2006 were $19,235,000, $16,472,000 and $15,192,000, respectively. See
Note 4 for additional information on Nagase-Landauer, Ltd.
52
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To Stockholders and Board of Directors of Landauer, Inc.:
In our opinion, the consolidated financial statements included in
Item 8 present fairly, in all material respects, the financial position of
Landauer, Inc. and its subsidiaries at September 30, 2008 and September 30,
2007, and the results of their operations and their cash flows for each of
the three years in the period ended September 30, 2008 in conformity with
accounting principles generally accepted in the United States of America.
Also in our opinion, the Company maintained, in all material respects,
effective internal control over financial reporting as of September 30,
2008, based on criteria established in Internal Control - Integrated
Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO). The Company's management is responsible for
these financial statements, for maintaining effective internal control over
financial reporting and for its assessment of the effectiveness of internal
control over financial reporting, included in "Management's Report on
Internal Control over Financial Reporting," under Item 9A. Our
responsibility is to express opinions on these financial statements and on
the Company's internal control over financial reporting based on our
integrated audits (which were integrated audits in 2008 and 2007). We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that
we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement and whether
effective internal control over financial reporting was maintained in all
material respects. Our audits of the financial statements included
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. Our audit of internal control over
financial reporting included obtaining an understanding of internal control
over financial reporting, assessing the risk that a material weakness
exists, and testing and evaluating the design and operating effectiveness
of internal control based on the assessed risk. Our audits also included
performing such other procedures as we considered necessary in the
circumstances. We believe that our audits provide a reasonable basis for
our opinions.
As discussed in Note 1 to the consolidated financial statements, the
Company began recording their pension and post-retirement benefits in
accordance with Statement of Financial Accounting Standards No. 158
"Employers' Accounting for Defined Benefit Pension and Other
Post-Retirement Plans - an amendment of FASB Statements No. 87, 88, 106,
and 132 (R)" as of September 30, 2007.
A company's internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting
principles. A company's internal control over financial reporting includes
those policies and procedures that (i) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (ii) provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of management and
directors of the company; and (iii) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or
disposition of the company's assets that could have a material effect on
the financial statements.
53
Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or
that the degree of compliance with the policies or procedures may
deteriorate.
/s/ PricewaterhouseCoopers LLP
- ------------------------------
PricewaterhouseCoopers LLP
Chicago, IL
December 11, 2008
54
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
DISCLOSURE 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") (the Company's principal executive officer and
principal financial officer, respectively), of the effectiveness of the
design and operation of the Company's disclosure controls and procedures as
defined in Rule 13a-15(e) and 15d-15(e) under the Securities and Exchange
Act of 1934, as amended (the "Exchange Act"). Based upon that evaluation,
the Company's CEO and CFO concluded that the Company's disclosure controls
and procedures as of September 30, 2008 were effective.
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management of the Company is responsible for establishing and
maintaining adequate internal control over financial reporting, as defined
in Exchange Act Rules 13a-15(f) and 15d-15(f). The Company's internal
control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles in the United States of
America. Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes
in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
Our management evaluated the effectiveness of our internal control
over financial reporting based on the framework in Internal
Controls-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on this evaluation, our
management concluded that the Company's internal control over financial
reporting was effective as of September 30, 2008. The effectiveness of the
Company's internal control over financial reporting as of September 30,
2008 has been audited by PricewaterhouseCoopers LLP, an independent
registered public accounting firm, as stated in their attestation report
which appears under Item 8 of this Annual Report on Form 10-K.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There have been no changes in the Company's internal control over
financial reporting that occurred during the period ended September 30,
2008 that have materially affected, or are reasonably likely to materially
affect, the Company's internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
55
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information pursuant to this Item relating to the directors of the
Company, contained under the headings "Election of Directors", "Beneficial
Ownership of Common Stock", and "Process for Nominating Directors" in the
Proxy Statement, is incorporated herein by reference. Information pursuant
to this Item relating to the officers of the Company, contained under the
heading "Executive Officers of the Company" in this Annual Report on
Form 10-K, is incorporated herein by reference.
Disclosure pursuant to this Item regarding Section 16(a) reporting
compliance, contained under the heading "Section 16(a) Beneficial Ownership
Reporting Compliance" in the Proxy Statement, is incorporated herein by
reference. Information pursuant to this Item relating to the Company's
Audit Committee and the Company's code of ethics, contained under the
heading "Board of Directors and Committees" in the Proxy Statement, is
incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
Except for the information relating to Item 13 hereof, 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 STOCKHOLDER MATTERS
The information contained under the headings "Beneficial Ownership of
Common Stock" and "Equity Compensation Plan Information" in the Proxy
Statement is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
AND DIRECTOR INDEPENDENCE
Except for the information relating to Item 11 hereof, the
information contained under the headings "Election of Directors" and
"Independence of Directors" in the Proxy Statement is incorporated herein
by reference.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information contained under the heading "Fees Billed by
Independent Public Accountants" in the Proxy Statement is incorporated
herein by reference.
56
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as part of this report:
(1) Financial Statements - The financial statements of Landauer
listed under Item 8 herein.
(2) Financial Statement Schedules - None.
(3) Exhibits - The following 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, as amended and restated
effective October 30, 2008, are incorporated by reference
to Exhibit 3.1 to the Current Report on Form 8-K dated
October 30, 2008.
(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 on
Form 10-K for the fiscal year ended September 30, 2002.
(10)(b) Amendment No. 1 to the Landauer, Inc. 1996 Equity Plan,
as amended and restated through November 8, 2001, is
incorporated by reference to Exhibit 10.1 to the
Quarterly Report on Form 10-Q for the quarter ended
March 31, 2006.
(10)(c) 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)(d) 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)(e) 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)(f) 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 on Form 10-K for
the fiscal year ended September 30, 2003.
(10)(g) 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.
57
(10)(h) The Landauer, Inc. 1997 Non-Employee Director's Stock
Option Plan, as amended and restated through November 8,
2001, is incorporated by reference to Exhibit (10)(g) to
the Annual Report on Form 10-K for the fiscal year ended
September 30, 2003.
(10)(i) Amendment No. 1 to the Landauer, Inc. 1997 Non-Employee
Director's Stock Option Plan, as amended and restated
through November 8, 2001, is incorporated by reference to
Exhibit 10.2 to the Quarterly Report on Form 10-Q for the
quarter ended March 31, 2006.
(10)(j) Employment agreement dated February 29, 1996 between the
Registrant and R. Craig Yoder is incorporated by
reference to the Annual Report on Form 10-K for the
fiscal year ended September 30, 1998.
(10)(k) The Landauer, Inc. Executive Special Severance Plan dated
May 22, 2003 is incorporated by reference to Exhibit
(10)(j) to the Annual Report on Form 10-K for the fiscal
year ended September 30, 2003.
(10)(l) Form of stock option award pursuant to the Landauer, Inc.
1996 Equity Plan, as amended and restated through
November 8, 2001, is incorporated by reference to
Exhibit 10(l) to the Annual Report on Form 10-K for the
fiscal year ended September 30, 2004.
(10)(m) The Landauer, Inc. 2005 Long-Term Incentive Plan is
incorporated by reference to Exhibit (10)(m) to the
Annual Report on Form 10-K for the fiscal year ended
September 30, 2005.
(10)(n) Amendment No. 1 to the Landauer, Inc. 2005 Long-Term
Incentive Plan is incorporated by reference to
Exhibit 10.3 to the Quarterly Report on Form 10-Q for
the quarter ended March 31, 2006.
(10)(o) Form of stock option award pursuant to the Landauer, Inc.
2005 Long-Term Incentive Plan is incorporated by
reference to Exhibit (10)(n) to the Annual Report on
Form 10-K for the fiscal year ended September 30, 2005.
(10)(p) Form of director's restricted share award pursuant to the
Landauer, Inc. 2005 Long-Term Incentive Plan is
incorporated by reference to Exhibit (10)(o) to the
Annual Report on Form 10-K for the fiscal year ended
September 30, 2005.
(10)(q) Form of key employee restricted share award pursuant to
the Landauer, Inc. 2005 Long-Term Incentive Plan is
incorporated by reference to Exhibit (10)(p) to the
Annual Report on Form 10-K for the fiscal year ended
September 30, 2005.
(10)(r) Employment agreement dated September 28, 2005 between the
Registrant and William E. Saxelby is incorporated by
reference to Exhibit (10)(q) to the Annual Report on
Form 10-K for the fiscal year ended September 30, 2005.
(10)(s) Amendment to Employment Agreement dated May 2, 2006
between the Registrant and R. Craig Yoder is incorporated
by reference to Exhibit 10.1 to the Quarterly Report on
Form 10-Q for the quarter ended June 30, 2006.
(10)(t) Employment agreement dated September 8, 2006 between the
Registrant and Jonathon M. Singer is incorporated by
reference to Exhibit 10.1 to the Current Report on
Form 8-K dated September 8, 2006.
58
(10)(u) Form of Performance Stock Grant under the Landauer, Inc.
2005 Long-Term Incentive Plan is incorporated by
reference to Exhibit 10.1 to the Current Report on
Form 8-K dated February 16, 2006.
(10)(v) Form of Restricted Stock Award under the Landauer, Inc.
2005 Long-Term Incentive Plan is incorporated by
reference to Exhibit 99.1 to the Current Report on
Form 8-K dated March 19, 2007.
(10)(w) Form of Performance Stock Award under the Landauer, Inc.
2005 Long-Term Incentive Plan is incorporated by
reference to Exhibit (10)(w) to the Annual Report on
Form 10-K for the fiscal year ended September 30, 2007.
(10)(x) Form of Restricted Stock Award under the Landauer, Inc.
2005 Long-Term Incentive Plan is incorporated by
reference to Exhibit (10)(x) to the Annual Report on
Form 10-K for the fiscal year ended September 30, 2007.
(10)(y) The Loan Agreement between Landauer, Inc. and U.S. Bank,
N.A. is incorporated by reference to Exhibit 10.1 to the
Current Report on Form 8-K dated October 11, 2007.
(10)(z) The Landauer, Inc. Incentive Compensation Plan is
incorporated by reference to Exhibit A to the Proxy
Statement for the Annual Meeting of Shareholders dated
January 4, 2008.
(10)(aa) Form of Restricted Stock Award under the Landauer, Inc.
Incentive Compensation Plan is incorporated by reference
to Exhibit 10.1 to the Current Report on Form 8-K dated
February 7, 2008.
(10)(ab) Form of Performance Stock Award under the Landauer, Inc.
Incentive Compensation Plan is incorporated by reference
to Exhibit 10.2 to the Current Report on Form 8-K dated
February 7, 2008.
(21) Subsidiaries of the registrant are:
Beijing-Landauer, Ltd. (70%)
Beijing, P.R. China
HomeBuyer's Preferred, Inc. (100%)
Glenwood, IL
Landauer Australasia Pty Ltd. (51%)
Sydney, Australia
Landauer-Europe, Ltd. and subsidiary (100%)
Paris, France
Oxford, United Kingdom
Nagase-Landauer, Ltd. (50%)
Tokyo, Japan
SAPRA-Landauer, Ltda. (75%)
Sao Carlos - SP, Brazil
ALSA Dosimetria, S. de R.L. de C.V. (56.25%)
Mexico City, Mexico
59
31.1 Certification of William E. Saxelby, President and Chief Executive
Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002 filed herewith.
31.2 Certification of Jonathon M. Singer, Chief Financial Officer, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
filed herewith.
32.1 Certification of William E. Saxelby, 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 2002 furnished herewith.
32.2 Certification of Jonathon M. Singer, Chief Financial Officer,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 furnished herewith.
Exhibits 10(a), 10(b), 10(e), 10(f), 10(g), 10(h), 10(i), 10(j),
10(k), 10(l), 10(m), 10(n), 10(o), 10(p), 10(q), 10(r), 10(s), 10(t),
10(u), 10(v), 10(w), 10(x), 10(z), 10(aa) and 10(ab) listed above are
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.
60
SIGNATURES
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/ William E. Saxelby December 12, 2008
--------------------------
William E. Saxelby
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/ William E. Saxelby President and Director December 12, 2008
- ------------------------ (Principal Executive Officer)
William E. Saxelby
/s/ Jonathon M. Singer Senior Vice President, December 12, 2008
- ------------------------ Treasurer and Secretary
Jonathon M. Singer (Principal Financial and
Accounting Officer)
/s/ Robert J. Cronin Director December 12, 2008
- -------------------------
Robert J. Cronin
/s/ William G. Dempsey Director December 12, 2008
- -------------------------
William G. Dempsey
/s/ Michael T. Leatherman Director December 12, 2008
- -------------------------
Michael T. Leatherman
/s/ David E. Meador Director December 12, 2008
- -------------------------
David E. Meador
/s/ Stephen C. Mitchell Director December 12, 2008
- ------------------------
Stephen C. Mitchell
/s/ Thomas M. White Director December 12, 2008
- -------------------------
Thomas M. White
/s/ Michael D. Winfield Director December 12, 2008
- -------------------------
Michael D. Winfield
61
<table>
QUARTERLY FINANCIAL DATA (UNAUDITED)
<caption>
(Amounts in Thousands, First Second Third Fourth Total
Except per Share) Quarter Quarter Quarter Quarter Year
- ---------------------- ------- ------- ------- ------- -------
<s> <c> <c> <c> <c> <c> <c> <c>
Net revenues 2008 $21,809 $23,743 $21,902 $22,500 $89,954
2007 $20,160 $21,633 $20,589 $21,334 $83,716
Gross profit 2008 $14,608 $16,228 $14,973 $15,231 $61,040
2007 $13,069 $14,503 $13,993 $14,624 $56,189
Operating income (1, 2) 2008 $ 7,820 $ 9,781 $ 8,502 $ 7,972 $34,075
2007 $ 7,300 $ 8,953 $ 5,472 $ 6,878 $28,603
Net income 2008 $ 5,276 $ 6,430 $ 5,793 $ 5,484 $22,983
2007 $ 4,859 $ 5,940 $ 3,907 $ 4,610 $19,316
Diluted net income per 2008 $ 0.57 $ 0.69 $ 0.62 $ 0.59 $ 2.47
share (1, 2) 2007 $ 0.53 $ 0.65 $ 0.42 $ 0.50 $ 2.10
Cash dividends per share 2008 $ 0.500 $ 0.500 $ 0.500 $ 0.500 $ 2.00
2007 $ 0.475 $ 0.475 $ 0.475 $ 0.475 $ 1.90
Common stock price per 2008 high $ 52.17 $ 54.39 $ 62.83 $ 73.52 $ 73.52
share low $ 47.20 $ 47.00 $ 49.74 $ 54.89 $ 47.00
2007 high $ 57.29 $ 54.46 $ 52.65 $ 54.35 $ 57.29
low $ 48.20 $ 46.00 $ 46.90 $ 45.50 $ 45.50
Weighted average diluted 2008 9,227 9,268 9,307 9,342 9,302
shares outstanding 2007 9,195 9,184 9,208 9,223 9,196
<fn>
(1) Includes accelerated depreciation of $376,000, reducing net income by $225,000 (after income tax benefit of
$151,000) or $0.02 per diluted share in fiscal year 2008.
(2) Includes accelerated depreciation and impairment charges of $2,875,000, reducing net income by $1,725,000
(after income tax benefit of $1,150,000) or $0.19 per diluted share in fiscal year 2007.
62
</table>