UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[ X ] QUARTERLY REPORT pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended June 30, 2009
or
[ ] TRANSITION REPORT pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the transition from ____________ to ___________
Commission File Number 1-9788
LANDAUER, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 06-1218089
- ------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2 Science Road, Glenwood, Illinois 60425
----------------------------------------------------
(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code (708) 755-7000
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [ X ] No [ ]
Indicate by check mark whether the registrant has submitted electronically
and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T
(Section 232.405 of this chapter) during the preceding 12 months (or for
such shorter period that the registrant was required to submit and post
such files). Yes [ ] No [ ]
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 [ ]
(Do not check if a smaller
reporting company)
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [ X ]
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Class Outstanding at July 30, 2009
---------------------------- ----------------------------
Common stock, $.10 par value 9,352,779
1
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
LANDAUER, INC. AND SUBSIDIARIES
Consolidated Balance Sheets (Unaudited)
(000's, except share amounts)
June 30, September 30,
2009 2008
-------- -------------
ASSETS
- ------
Current assets:
Cash and cash equivalents. . . . . . . . $ 32,256 $ 33,938
Receivables, net of allowances of
$618 and $609, respectively. . . . . . 24,220 19,738
Inventories. . . . . . . . . . . . . . . 3,850 3,550
Prepaid expenses and other
current assets . . . . . . . . . . . . 1,785 1,227
Prepaid income taxes . . . . . . . . . . 4,773 7,964
Deferred income taxes. . . . . . . . . . 621 2,312
-------- --------
Current assets . . . . . . . . . . . 67,505 68,729
Property, plant and equipment, at cost . . . 64,038 57,595
Less: Accumulated depreciation
and amortization . . . . . . . . . . . (40,360) (37,410)
-------- --------
Net property, plant and equipment. . . . . . 23,678 20,185
Equity in joint venture. . . . . . . . . . . 6,629 5,796
Goodwill . . . . . . . . . . . . . . . . . . 13,326 13,343
Other intangible assets, net of
amortization of $4,527 and $4,065,
respectively . . . . . . . . . . . . . . . 4,404 4,759
Dosimetry devices, net of amortization
of $12,134 and $10,632, respectively . . . 4,599 4,454
Other assets . . . . . . . . . . . . . . . . 1,148 1,424
-------- --------
$121,289 $118,690
======== ========
The accompanying notes are an integral part of these financial statements.
2
LANDAUER, INC. AND SUBSIDIARIES
Consolidated Balance Sheets (Unaudited) (Cont'd.)
(000's, except share amounts)
June 30, September 30,
2009 2008
-------- -------------
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current liabilities:
Accounts payable . . . . . . . . . . . . $ 3,096 $ 981
Dividends payable. . . . . . . . . . . . 4,980 4,686
Deferred contract revenue. . . . . . . . 16,844 15,626
Accrued compensation and
related costs. . . . . . . . . . . . . 3,763 5,368
Other accrued expenses . . . . . . . . . 6,602 7,563
-------- --------
Current liabilities. . . . . . . . . 35,285 34,224
Non-current liabilities:
Pension and postretirement
obligations. . . . . . . . . . . . . . 6,160 8,609
Deferred income taxes. . . . . . . . . . 4,943 4,622
Other non-current liabilities. . . . . . 1,033 935
-------- --------
Non-current liabilities. . . . . . . 12,136 14,166
Minority interest in subsidiary. . . . . 582 545
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; 9,386,188 and 9,332,508
shares issued and outstanding at
June 30, 2009 and September 30,
2008, respectively . . . . . . . . . . 939 933
Additional paid in capital . . . . . . . 30,738 28,826
Accumulated other comprehensive
(loss) income. . . . . . . . . . . . . (570) 289
Retained earnings. . . . . . . . . . . . 42,179 39,707
-------- --------
Stockholders' equity. . . . . . . . . 73,286 69,755
-------- --------
$121,289 $118,690
======== ========
The accompanying notes are an integral part of these financial statements.
3
LANDAUER, INC. AND SUBSIDIARIES
Consolidated Statements of Income (Unaudited)
(000's, except per share amounts)
Three Months Ended Nine Months Ended
June 30, June 30,
------------------- -------------------
2009 2008 2009 2008
-------- -------- -------- --------
Net Revenues . . . . . . . $ 23,468 $ 21,902 $ 70,860 $ 67,454
Costs and expenses:
Cost of sales. . . . . 7,874 6,929 23,393 21,645
Selling, general and
administrative . . . 6,612 6,471 19,793 19,706
Net defined benefit
plan curtailment
loss and transi-
tion costs . . . . . -- -- 2,236 --
Reorganization
charges. . . . . . . -- -- 489 --
-------- -------- -------- --------
14,486 13,400 45,911 41,351
-------- -------- -------- --------
Operating income . . . . . 8,982 8,502 24,949 26,103
Equity in income of
joint venture. . . . . . 383 405 1,282 1,153
Other income, net. . . . . 76 228 446 765
-------- -------- -------- --------
Income before taxes. . . . 9,441 9,135 26,677 28,021
Income taxes . . . . . . . 2,800 3,214 8,353 10,259
-------- -------- -------- --------
Income before minority
interest . . . . . . . . 6,641 5,921 18,324 17,762
Minority interest. . . . . 95 128 208 263
-------- -------- -------- --------
Net income . . . . . . . . $ 6,546 $ 5,793 $ 18,116 $ 17,499
======== ======== ======== ========
Net income per share:
Basic. . . . . . . . . $ 0.70 $ 0.63 $ 1.95 $ 1.90
======== ======== ======== ========
Weighted average
basic shares
outstanding. . . . . 9,304 9,244 9,279 9,209
======== ======== ======== ========
Diluted. . . . . . . . $ 0.70 $ 0.62 $ 1.94 $ 1.89
======== ======== ======== ========
Weighted average
basic shares
outstanding. . . . . 9,347 9,307 9,326 9,273
======== ======== ======== ========
The accompanying notes are an integral part of these financial statements.
4
LANDAUER, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Unaudited)
(000's)
Nine Months Ended
June 30,
-------------------
2009 2008
-------- --------
Cash flows from operating activities:
Net income . . . . . . . . . . . . . . . . . . $ 18,116 $ 17,499
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation . . . . . . . . . . . . . . . . . 3,873 4,801
Amortization . . . . . . . . . . . . . . . . . 463 490
Equity in net income of joint venture. . . . . (1,282) (1,153)
Dividends from joint venture . . . . . . . . . 1,062 894
Stock-based compensation . . . . . . . . . . . 1,363 1,193
Tax benefit from stock-based compensation
arrangements . . . . . . . . . . . . . . . . 365 847
Excess tax benefit from stock-based
compensation arrangements. . . . . . . . . . (174) (673)
Defined benefit plans curtailment loss . . . . 1,350 --
Increase in accounts receivable. . . . . . . . (4,747) (2,500)
Decrease in prepaid taxes. . . . . . . . . . . 3,081 230
Decrease in deferred taxes . . . . . . . . . . 1,690 194
Increase in dosimetry devices at cost. . . . . (1,342) (1,102)
Increase in accounts payable and
other current liabilities. . . . . . . . . . 1,112 1,620
Decrease in accrued payroll. . . . . . . . . . (1,808) (736)
Increase in deferred contract revenue. . . . . 1,270 2,931
(Decrease) increase in long-term pension
and postretirement obligations . . . . . . . (5,120) 520
Other operating activities, net. . . . . . . . (1,178) (737)
-------- --------
Net cash provided by operating activities. . . 18,094 24,318
Cash flows used by investing activities:
Acquisition of businesses, net of
cash acquired. . . . . . . . . . . . . . . . -- (498)
Acquisition of property, plant and
equipment. . . . . . . . . . . . . . . . . . (5,931) (3,137)
-------- --------
Net cash used by investing activities. . . . . (5,931) (3,635)
Cash flows used by financing activities:
Dividends paid to minority interest. . . . . . (151) (167)
Dividends paid to stockholders . . . . . . . . (14,450) (13,619)
Proceeds from the exercise of stock options. . 590 3,222
Excess tax benefit from stock-based
compensation arrangements. . . . . . . . . . 174 673
-------- --------
Net cash used by financing activities. . . . . (13,837) (9,891)
Effects of foreign currency translation. . . . (8) 273
-------- --------
Net (decrease) increase in cash and
cash equivalents . . . . . . . . . . . . . . (1,682) 11,065
Cash and cash equivalents,
beginning of period. . . . . . . . . . . . . 33,938 21,069
-------- --------
Cash and cash equivalents,
end of period. . . . . . . . . . . . . . . . $ 32,256 $ 32,134
======== ========
The accompanying notes are an integral part of these financial statements.
5
LANDAUER, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2009
(1) BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements reflect
the financial position of Landauer, Inc. and subsidiaries ("Landauer" or
"the Company") as of June 30, 2009 and September 30, 2008, and the
consolidated results of operations and cash flows for the three and nine
month periods ended June 30, 2009 and 2008. In the opinion of management,
the accompanying unaudited consolidated financial statements contain all
adjustments necessary to present fairly the consolidated financial position
of the Company and its consolidated results of operations and cash flows.
These unaudited interim consolidated financial statements should be read in
conjunction with the audited consolidated financial statements and notes
thereto included in the Company's Form 10-K for the year ended
September 30, 2008 and other financial information filed with the United
States Securities and Exchange Commission ("SEC").
Certain prior year amounts have been reclassified to conform to
current year presentation. These reclassifications have no effect on the
results of operations or financial position.
Management evaluated material subsequent events through August 6,
2009, the date the report on Form 10-Q which contained the accompanying
financial statements was filed with the SEC. No material subsequent events
occurred since June 30, 2009, which required recognition or disclosure in
the financial statements.
The results of operations for the three and nine month periods ended
June 30, 2009 and 2008 are not necessarily indicative of the results to be
expected for the full year. The September 30, 2008 balance sheet data was
derived from audited financial statements, but does not include all
disclosures required by United States generally accepted accounting
principles ("U.S. GAAP").
The accounting policies followed by the Company are set forth in the
2008 Landauer Annual Report on Form 10-K.
(2) NET DEFINED BENEFIT PLAN CURTAILMENT LOSS AND TRANSITION COSTS
On February 5, 2009, the Board of Directors approved changes to the
Company's retirement benefit plans. The objective of the changes is to
transition from a defined benefit strategy for retirement benefits to a
defined contribution approach. These changes, effective March 31, 2009,
include the following actions:
. cease all accruals for future years of service in the Company's
defined benefit retirement plans and supplemental retirement plans
and to freeze benefits provided under the plans effective March 31,
2009;
. provide supplemental transition benefits to participants who satisfy
certain age and service requirements;
. provide enhanced benefits in the existing 401(k) retirement savings
plan; and
. adopt a new nonqualified deferred compensation plan for the benefit
of certain executives.
The Company anticipates that the re-design of its retirement plans
will result in future cost savings while offering market based retirement
benefits to its employees.
6
LANDAUER, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited) (Cont'd.)
June 30, 2009
In connection with the redesign of its retirement benefit plans, the
Company recognized charges of $2,236,000 ($1,478,000 after-tax) during its
second fiscal quarter. The charges include a one-time net curtailment
loss, in accordance with the guidance of Statement of Financial Accounting
Standards ("SFAS") No. 88, "Employers' Accounting for Settlements and
Curtailments of Defined Benefit Pension Plans and for Termination
Benefits," in the amount of $1,125,000. In addition, the charge also
includes costs of $1,111,000 pre-tax related to the transition of the
contractual retirement benefit obligation of the Company's Chief Executive
Officer to a defined contribution obligation and professional fees directly
associated with the benefit plan transitions. During the nine months ended
June 30, 2009, the Company made contributions of approximately $6,500,000
in excess of the required annual pension plan payments to fund the
remainder of the plan's current unfunded balance, resulting in a tax
benefit which reduced the third quarter effective tax rate.
(3) REORGANIZATION CHARGES
During the second quarter of fiscal 2009, the Company initiated a
management reorganization plan to strengthen selected roles in the
organization. As a result, in March 2009, the Company recognized expense,
including severance, in the amount of $489,000 ($322,000 after-tax)
associated with these management organizational changes. No expenses were
recognized in the third quarter of fiscal 2009.
(4) INCOME TAXES
The fiscal year 2009 effective tax rate decreased primarily due to a
reduction in Illinois state income taxes, the primary state in which the
Company operates, and the tax benefit of funding the frozen pension plan in
conjunction with the Company's transition from a defined benefit plan to a
defined contribution approach to retirement benefits. Effective with the
Company's fiscal year 2009 Illinois income tax return, the apportionment
method used to calculate the income tax has changed from a cost of
performance method to a market based approach, resulting in a decline in
the Company's Illinois apportionment factor directly reducing Illinois
taxable income and income tax. During the quarter ended March 31, 2009,
the Company benefited from the settlement of uncertain tax positions with
certain states. Additionally during the first quarter of fiscal 2009, the
Company benefited from the recognition of certain tax credits for qualified
research and development activities as a result of Federal tax law changes
allowing for the retroactive reinstatement of the credits.
As of June 30, 2009, the Company's U.S. income tax returns for 2005
and subsequent years remain subject to examination by the Internal Revenue
Service. The Company has no current on-going examination 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 June 2009, the State of New York began an audit of
the Company's tax returns for the fiscal years ended September 30, 2005,
2006, and 2007. The Company does not expect the finalization of the audit
to have a material impact on the financial statements. For the Company's
major foreign jurisdictions, its tax returns in the UK and France for
fiscal years 2006, 2007 and 2008 remain open and subject to examination by
taxing officials.
7
LANDAUER, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited) (Cont'd.)
June 30, 2009
(5) CASH DIVIDENDS
On May 29, 2009, the Company declared a regular quarterly cash
dividend in the amount of $0.525 per share for the third quarter of fiscal
2009. The dividends were paid on July 2, 2009 to shareholders of record on
June 12, 2009. As of June 30, 2009, there were accrued and unpaid
dividends of $4,980,000. Regular quarterly cash dividends of $0.50 per
share, or $2.00 annually, were paid during fiscal 2008.
(6) COMPREHENSIVE INCOME
The components of accumulated other comprehensive (loss) income
included in the accompanying unaudited consolidated balance sheets at
June 30, 2009 and September 30, 2008 consist of defined benefit plan
adjustments for net gains, losses and prior service costs, net defined
benefit plan curtailment loss and cumulative foreign currency translation
adjustments. The following table sets forth the Company's comprehensive
income and its components for the three and nine month periods ended
June 30, 2009 and 2008 (000's):
Three Months Ended Nine Months Ended
June 30, June 30,
------------------- -------------------
2009 2008 2009 2008
-------- -------- -------- --------
Net income . . . . . . . . $ 6,546 $ 5,793 $ 18,116 $ 17,499
Other comprehensive income:
Foreign currency trans-
lation adjustments . . 1,269 (220) 465 883
Defined benefit pension
and postretirement
plans:
Amortization of
prior service
cost (credit). . . (28) 11 (38) 29
Amortization of
net loss . . . . . 5 (19) 14 7
Impact of curtail-
ment . . . . . . . -- -- (1,300) --
-------- -------- -------- --------
Comprehensive income . . . $ 7,792 $ 5,565 $ 17,257 $ 18,418
======== ======== ======== ========
(7) 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
period. Diluted earnings per share were computed by dividing net income by
the weighted average number of shares of common stock that would have been
outstanding assuming dilution during each period. The following table
presents the weighted average number of shares of common stock for the
three and nine month periods ended June 30, 2009 and 2008 (000's):
8
LANDAUER, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited) (Cont'd.)
June 30, 2009
Three Months Ended Nine Months Ended
June 30, June 30,
------------------- -------------------
2009 2008 2009 2008
-------- -------- -------- --------
Weighted average number
of shares of common
stock outstanding. . . . 9,304 9,244 9,279 9,209
Effect of dilutive
securities:
Stock-based compen-
sation awards. . . . 43 63 47 64
-------- -------- -------- --------
Weighted average number
of shares of common
stock assuming dilution. 9,347 9,307 9,326 9,273
======== ======== ======== ========
(8) STOCK-BASED COMPENSATION
Stock-based compensation expense totaled $1,363,000 and $1,200,000
for the nine months ended June 30, 2009 and 2008, respectively. The total
income tax benefit recognized in the consolidated statements of income
related to expense for stock-based compensation was $492,000 and $481,000
during the first three quarters of fiscal 2009 and 2008, respectively.
STOCK OPTIONS
The Company has not granted stock options subsequent to fiscal 2005.
Grants 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. Expense
related to stock options issued to eligible employees and directors 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 the nine months ended June 30, 2009
is presented below:
Weighted-
Average
Weighted- Remaining
Number Average Contractual Aggregate
of Exercise Term Intrinsic
Options Price (Years) Value
------- --------- ----------- ----------
Outstanding at
October 1, 2008. . . 163,000 $44.94
Exercised. . . . . . . (24,000) 44.25
------- ------
Outstanding at
June 30, 2009. . . . 139,000 $45.06 5.34 $2,256,000
======= ======
Exercisable at
June 30, 2009. . . . 139,000 $45.06 5.34 $2,256,000
======= ======
As of June 30, 2009, all outstanding stock options were vested and
compensation expense related to stock options was recognized in prior
fiscal years. The intrinsic value of options exercised totaled $401,000
and $1,630,000 during the first three quarters of fiscal 2009 and 2008,
respectively. The total income tax benefit recognized in the consolidated
statements of income related to the exercise of stock options was $145,000
and $656,000 during the nine month periods ending June 30, 2009 and 2008,
respectively.
9
LANDAUER, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited) (Cont'd.)
June 30, 2009
RESTRICTED SHARE AWARDS
Restricted share awards 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 grant date. 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
the nine months ended June 30, 2009 and 2008 was $59.65 and $50.85,
respectively.
Restricted stock issued to eligible employees and directors 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 the nine months
ended June 30, 2009 were as follows:
Number of Weighted-
Restricted Average
Share Fair
Awards Value
---------- ----------
Outstanding at October 1, 2008 . . . . . 47,000 $ 50.41
Granted. . . . . . . . . . . . . . . . . 44,000 59.65
Vested . . . . . . . . . . . . . . . . . (11,000) 50.16
Forfeited. . . . . . . . . . . . . . . . (3,000) 52.92
-------- -------
Outstanding at June 30, 2009 . . . . . . 77,000 $ 55.56
======== =======
As of June 30, 2009, unrecognized compensation expense related to
restricted share awards totaled approximately $2,478,000 and is expected to
be recognized over a weighted average period of 1.6 years. The total fair
value of shares vested during the nine month periods ended June 30, 2009
and 2008 was $531,000 and $615,000, respectively.
(9) CREDIT FACILITY
In June 2009, the Company amended its credit agreement which
originally had an expiration date of October 31, 2009 and permitted
borrowings up to $15,000,000. The amendment, among other changes to the
original terms, extended the maturity date to June 16, 2011 and increased
the aggregate amount of funds available to $30,000,000; subject, with
respect to amounts borrowed in excess of $20,000,000, to certain criteria
outlined in the agreement. To date, no borrowings have been made under
this facility.
10
LANDAUER, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited) (Cont'd.)
June 30, 2009
(10) PENSION AND POSTRETIREMENT MEDICAL BENEFIT EXPENSES
The components of net periodic benefit cost for pension and retiree
medical plans were as follows (000's):
Pension Other
Benefits Benefits
-------------- -------------
Three Months Ended
June 30,
------------------------------
2009 2008 2009 2008
------ ------ ------ ------
Service cost . . . . . . . . . . . . . .$ -- $ 256 $ 10 $ 1
Interest cost. . . . . . . . . . . . . . 355 351 17 4
Expected return on plan assets . . . . . (246) (216) -- --
Amortization of prior service cost
(credit) . . . . . . . . . . . . . . . -- 38 (28) (27)
Amortization of net loss (gain). . . . . 2 3 3 (22)
------ ------ ------ ------
Net periodic benefit cost (credit) . . .$ 111 $ 432 $ 2 $ (44)
====== ====== ====== ======
Pension Other
Benefits Benefits
-------------- -------------
Nine Months Ended
June 30,
------------------------------
2009 2008 2009 2008
------ ------ ------ ------
Service cost . . . . . . . . . . . . . .$ 977 $ 805 $ 31 $ 31
Interest cost. . . . . . . . . . . . . . 1,065 1,010 51 46
Expected return on plan assets . . . . . (738) (644) -- --
Amortization of prior service cost
(credit) . . . . . . . . . . . . . . . 45 112 (83) (83)
Amortization of net loss . . . . . . . . 6 7 8 --
Curtailment loss . . . . . . . . . . . . 1,125 -- -- --
------ ------ ------ ------
Net periodic benefit cost (credit) . . .$2,480 $1,290 $ 7 $ (6)
====== ====== ====== ======
In connection with the redesign of its retirement benefit plans,
effective March 31, 2009, the Company recognized a one-time net curtailment
loss, in accordance with the guidance of SFAS No. 88, "Employers'
Accounting for Settlements and Curtailments of Defined Benefit Pension
Plans and for Termination Benefits," in the amount of $1,125,000. Footnote
2, "Net defined benefit plan curtailment loss and transition costs",
provides further information regarding the benefit plan changes.
During the first nine months of fiscal 2009, the Company contributed
$7,042,000 to the pension plan to fulfill funding requirements for the 2008
and 2009 plan years and to bring the plan to a fully funded status in
conjunction with the actions to freeze the plan.
11
LANDAUER, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited) (Cont'd.)
June 30, 2009
(11) RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In December 2007, the Financial Accounting Standards Board ("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 June 2009, the FASB issued SFAS No. 168, "The FASB Accounting
Standards CodificationTM and the Hierarchy of Generally Accepted Accounting
Principles - a replacement of FASB Statement No. 162". SFAS No. 168
establishes the Codification as the source of authoritative U.S. GAAP
recognized by the FASB to be applied by nongovernmental entities. Rules
and interpretive releases of the SEC under authority of federal securities
laws are also sources of authoritative U.S. GAAP for SEC registrants. On
the effective date of SFAS No. 168, the Codification will supersede all
then-existing non-SEC accounting and reporting standards. All other
nongrandfathered non-SEC accounting literature not included in the
Codification will become nonauthoritative. SFAS No. 168 is effective for
financial statements issued for interim and annual periods ending after
September 15, 2009. The Company has evaluated SFAS No. 168 and determined
that adoption of the standard will not have a significant impact on the
Company's financial statements.
(12) RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS
Effective October 1, 2008, the Company adopted the guidance of 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. As a result of the implementation of EITF No. 06-
10, the Company recognized a decrease of $362,000 in its long-term asset
recorded for its collateral assignment split-dollar life insurance
arrangement and recorded a liability of $538,000 for premiums payable under
the arrangement. The October 1, 2008 balance of retained earnings was
reduced by $900,000. The Company's liability for this arrangement is
expected to be settled in fiscal 2014.
Effective October 1, 2008, the Company adopted 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. The adoption of SFAS
No. 157 did not impact the Company's unaudited consolidated financial
statements for the quarter ended June 30, 2009.
12
LANDAUER, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited) (Cont'd.)
June 30, 2009
Effective October 1, 2008, the Company adopted 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.
The adoption of SFAS No. 159 did not impact the Company's financial
position, results of operations and financial disclosures for the quarter
ended June 30, 2009.
Effective June 30, 2009, the Company adopted SFAS No. 165,
"Subsequent Events", which establishes general standards of accounting for
and disclosure of events that occur after the balance sheet date but before
financial statements are issued or are available to be issued. SFAS
No. 165 requires disclosure of the date through which an entity has
evaluated subsequent events and the basis for that date. The adoption of
SFAS No. 165 did not impact the unaudited consolidated financial statements
for the quarter ended June 30, 2009.
ITEM 2. 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
leases or sells 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 developed new platforms and formats for its
Optically Stimulated Luminescence (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, the
sale of InLight equipment and badges, new ancillary services and products,
and increased pricing for certain services. 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.
13
RESULTS OF OPERATIONS FOR THE QUARTER ENDED JUNE 30, 2009
- ---------------------------------------------------------
Revenues for the third quarter of fiscal 2009 were $23,468,000, a
7.2% increase compared to revenues of $21,902,000 for the same quarter in
fiscal 2008. Domestic revenue growth for the third quarter was $722,000,
or 4.5%, resulting from gains in the core radiation monitoring business
driven by increased pricing for certain services and increases in domestic
InLight equipment revenue. International revenue increased $844,000, or
14.4%. Growth in volume in most regions, InLight product revenue, and the
sale of InLight badges to Nagase-Landauer to support its fiscal 2010
transition to the InLight platform, were offset by the impact of the
strengthening of the dollar against most foreign currencies which reduced
revenue by approximately $770,000.
Total cost of sales for the third quarter of fiscal 2009 was
$7,874,000, an increase of $945,000, or 13.6%, compared with cost of sales
of $6,929,000 for the same quarter in fiscal 2008. Gross margins were
66.4% of revenues for the third quarter of fiscal 2009, compared with the
68.4% reported for the same period in fiscal 2008. The decline in gross
margin rate is primarily a result of revenue mix due to the increased
contribution of lower margin InLight equipment sales and the sale of
InLight badges to the Company's joint venture, Nagase-Landauer, at
approximately cost.
Selling, general and administrative expenses for the third quarter of
fiscal 2009 were $6,612,000, an increase of $141,000, or 2.2%, compared
with expense of $6,471,000 for the third quarter of fiscal 2008. The
primary factor contributing to the increase was increased expense spending
to re-engineer business processes and to replace the Company's information
technology systems that support customer relationship management and the
order-to-cash cycle.
Resulting operating income for the quarter ended June 30, 2009 was
$8,982,000, an increase of 5.6% compared with $8,502,000 reported in the
same quarter in fiscal 2008.
Net other income, including equity in income of joint venture, for
the quarter was $174,000 lower than a year ago, primarily driven by
declines in interest and investment income due to lower interest rates on
the investment of excess cash.
The effective income tax rate for the third quarter of fiscal 2009
decreased to 29.7% compared with 35.2% for the third quarter of fiscal
2008, primarily as a result of a change in the state tax rate driven by
changes in the Illinois state tax law and the tax benefit of funding the
frozen pension plan.
Resulting net income for the quarter ended June 30, 2009 amounted to
$6,546,000, or $0.70 per diluted share, compared with $5,793,000 or $0.62
per diluted share, for the same quarter in fiscal 2008.
RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED JUNE 30, 2009
- -------------------------------------------------------------
Revenues for the first nine months of the fiscal year were
$70,860,000, a 5.0% increase compared to revenues of $67,454,000 for the
same period in fiscal 2008. Domestic revenue growth was $2,719,000, or
5.4%, resulting from gains in the core radiation monitoring business driven
by increased prices for certain services and increases in domestic InLight
equipment revenue. International revenue increased $687,000, or 4.0%.
Growth in volume in most regions and InLight product revenue were offset by
the impact of the strengthening of the dollar against most foreign
currencies which reduced revenue by approximately $2,511,000.
14
The domestic InLight equipment sales increase was driven primarily by
sales to the Canadian government agency responsible for occupational
monitoring and radiation emergency preparedness for the citizens of Canada.
In March 2009, the Company executed a multi-year contract valued at
approximately $8,000,000, which represents an estimate of purchases over
the contract term with commitments to be established annually and subject
to annual funding by the Canadian government. In fiscal 2008, during its
second quarter, the Company initiated a similar contract in the amount of
$2,000,000 with the agency. During the first six months of fiscal 2009,
the Company recognized the remaining deferred revenue of approximately
$1,100,000 under the fiscal 2008 agreement, completing the contract.
During the third quarter of fiscal 2009, the Company recognized
approximately $550,000 of revenue for InLight equipment which was deferred
under the fiscal 2009 agreement.
Total cost of sales for the first nine months of fiscal 2009 was
$23,393,000, an increase of $1,748,000 or 8.1%, compared with cost of sales
of $21,645,000 for the same period in fiscal 2008. Gross margins were
67.0% of revenues for the first nine months of fiscal 2009, compared with
the 67.9% reported for the same period in fiscal 2008.
Selling, general and administrative expenses for the first nine
months of fiscal 2009 were $19,793,000, an increase of $87,000, compared
with expense of $19,706,000 reported for the same period in fiscal 2008,
which included accelerated depreciation charges of $376,000. Increased
costs due to additional non-recurring pension expense due to the
acceleration of certain costs to support the defined benefit plan
curtailment, and additional professional fees to support due diligence of
an acquisition opportunity the Company chose not to pursue were partially
offset by the timing of expense spending to re-engineer business processes
and to replace the Company's IT systems that support customer relationship
management and the order-to-cash cycle.
Changes to the Company's retirement benefit plans to transition from
a defined benefit strategy for retirement benefits to a defined
contribution approach resulted in $2,236,000 ($1,478,000 after-tax) of non-
recurring pension curtailment and transition costs during the second fiscal
quarter of 2009. In addition, the Company recognized $489,000 ($322,000
after-tax) of non-recurring reorganization costs during the second fiscal
quarter of 2009.
Resulting operating income for the nine months ended June 30, 2009
was $24,949,000, a decrease of 4.4% compared with $26,103,000 reported in
the same period in fiscal 2008.
Net other income, including equity in income of joint venture, for
the first nine months was $190,000 lower than a year ago, reflecting
primarily lower net interest income.
The effective income tax rate for the first three quarters of fiscal
2009 and fiscal 2008 were 31.3% and 36.6%, respectively. The reduction is
due primarily to a change in the state tax rate driven by changes in the
Illinois state tax laws and the benefit of certain tax credits for
qualified research and development activities. Additional benefits were
realized from the reduction of state tax reserves related to the filing of
voluntary disclosures in certain states and the tax benefit of funding the
frozen pension plan.
Resulting net income for the nine months ended June 30, 2009 amounted
to $18,116,000, or $1.94 per diluted share, compared with $17,499,000, or
$1.89 per diluted share, for the same period in fiscal 2008.
15
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
Landauer utilized $4,369,000 in cash during the quarter ended
June 30, 2009, resulting in cash on hand of $32,256,000. Cash flows
provided by operating activities for the first nine months of fiscal 2009
were $18,094,000 compared to $24,318,000 in the first nine months of fiscal
2008. The decline in operating cash flow is driven primarily by
contributions of $6,500,000 in excess of the required annual pension plan
payments to fund the remainder of the plan's current unfunded balance.
During the 2007 fiscal year, the Company initiated a project to
replace its information technology systems. The project has extended beyond
its initial timeline and planned costs due to increased customization of
the software to capture the unique business requirements of the Company.
The total project cost is estimated currently to be approximately
$25,000,000 to $27,000,000 and is targeted to be completed during calendar
2010.
Investing activities included capital expenditures in the amounts of
$5,931,000 and $3,137,000 for the nine months ended June 30, 2009 and 2008,
respectively. In addition, Landauer invested $498,000 in the nine months
ended June 30, 2008 for the acquisition of 56.25% ownership in a subsidiary
in Mexico. Capital expenditures for the remainder of fiscal 2009 are
expected to be approximately $3,500,000 to $4,500,000 including the
expected increase in the cost of the Company's information systems
initiative noted above. The Company anticipates that funds for these
capital improvements will be provided from operations.
The Company's financing activities were comprised primarily of
payments of cash dividends to shareholders. During the first nine months
of fiscal 2009, the Company paid cash dividends of $14,450,000, or $0.525
per share for the first two quarters of fiscal 2009 and $0.50 per share for
the fourth quarter of fiscal 2008. During the first nine months of fiscal
2008, the Company paid cash dividends of $13,619,000, or $0.50 per share.
Such amounts have been provided from operations.
As described in Note 9 to the financial statements, the Company
amended its credit agreement in June 2009, which originally had an
expiration date of October 31, 2009 and permitted borrowings up to
$15,000,000. The amendment, among other changes to the original terms,
extended the maturity date to June 16, 2011 and increased the aggregate
amount of funds available to $30,000,000; subject, with respect to amounts
borrowed in excess of $20,000,000, to certain criteria outlined in the
agreement. To date, no borrowings have been made under this facility. The
Company renegotiated the credit facility because it was able to obtain
favorable terms, and the Company wanted to ensure it had committed access
to capital in support of anticipated strategic expansion activities, given
the current credit environment.
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 sheet as "Deferred Contract Revenue", amounted to
$16,844,000 and $15,626,000, approximately 47.7% and 45.7% of current
liabilities, respectively, as of June 30, 2009 and September 30, 2008; such
amounts do not represent a future cash obligation. Customers are invoiced
generally in accordance with the Company's standard terms, with payment due
thirty days from date of invoice.
Landauer also offers radiation monitoring services in the United
Kingdom, Canada, Japan, Brazil, China, Australia, France and Mexico. The
Company's operations in these markets generally do not depend on
significant capital.
16
OUTLOOK FOR BALANCE OF 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 currently anticipates a net income increase in the range of 6 - 8%,
prior to the $1,800,000 after-tax impact of the non-recurring pension
curtailment and transition costs and management reorganization charges
discussed above.
FORWARD-LOOKING STATEMENTS
- --------------------------
Certain of the statements made herein, including the statements made
above under the caption "Outlook for Balance of Fiscal 2009", 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<registered trademark>+; 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 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
Annual Report on Form 10-K for the year ended September 30, 2008 and other
reports filed by the Company, from time to time, with the SEC.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
- -----------------------------------------
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.
17
In June 2009, the FASB issued SFAS No. 168, "The FASB Accounting
Standards CodificationTM and the Hierarchy of Generally Accepted Accounting
Principles - a replacement of FASB Statement No. 162". SFAS No. 168
establishes the Codification as the source of authoritative U.S. GAAP
recognized by the FASB to be applied by nongovernmental entities. Rules
and interpretive releases of the SEC under authority of federal securities
laws are also sources of authoritative U.S. GAAP for SEC registrants. On
the effective date of SFAS No. 168, the Codification will supersede all
then-existing non-SEC accounting and reporting standards. All other
nongrandfathered non-SEC accounting literature not included in the
Codification will become nonauthoritative. SFAS No. 168 is effective for
financial statements issued for interim and annual periods ending after
September 15, 2009. The Company has evaluated SFAS No. 168 and determined
that adoption of the standard will not have a significant impact on the
Company's financial statements.
RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS
- ------------------------------------------
Effective October 1, 2008, the Company adopted the guidance of 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. As a result of the implementation of EITF No. 06-
10, the Company recognized a decrease of $362,000 in its long-term asset
recorded for its collateral assignment split-dollar life insurance
arrangement and recorded a liability of $538,000 for premiums payable under
the arrangement. The October 1, 2008 balance of retained earnings was
reduced by $900,000. The Company's liability for this arrangement is
expected to be settled in fiscal 2014.
Effective October 1, 2008, the Company adopted 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. The adoption of SFAS
No. 157 did not impact the Company's unaudited consolidated financial
statements for the quarter ended June 30, 2009.
Effective October 1, 2008, the Company adopted 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.
The adoption of SFAS No. 159 did not impact the Company's financial
position, results of operations and financial disclosures for the quarter
ended June 30, 2009.
Effective June 30, 2009, the Company adopted SFAS No. 165,
"Subsequent Events", which establishes general standards of accounting for
and disclosure of events that occur after the balance sheet date but before
financial statements are issued or are available to be issued. SFAS
No. 165 requires disclosure of the date through which an entity has
evaluated subsequent events and the basis for that date. The adoption of
SFAS No. 165 did not impact the unaudited consolidated financial statements
for the quarter ended June 30, 2009.
18
CRITICAL ACCOUNTING POLICIES
- ----------------------------
The critical accounting policies followed by the Company are set
forth in Item 7 and "Summary of Significant Accounting Policies" in the
Notes to Consolidated Financial Statements of the 2008 Landauer Annual
Report on Form 10-K. The Company believes that at June 30, 2009, there
have been no material changes to this information.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to market risk, including changes in foreign
currency exchange rates. These risks are set forth in Item 7A of the 2008
Landauer Annual Report on Form 10-K. The Company believes there have been
no material changes in the information provided from the end of the
preceding fiscal year through June 30, 2009.
ITEM 4. 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 13(a)-15(e) and 15d-15(e) under the Securities and Exchange
Act of 1934, as amended. Based upon that evaluation, the Company's CEO and
CFO concluded that the Company's disclosure controls and procedures as of
June 30, 2009 were effective.
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 quarterly period ended
June 30, 2009 that have materially affected, or are reasonably likely to
materially affect, the Company's internal control over financial reporting.
19
PART II. OTHER INFORMATION
ITEM 1. 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 June 30, 2009, if adversely determined, would have a material
effect on its business, financial position, results of operations, or cash
flows.
ITEM 1A. RISK FACTORS
Information regarding risk factors are set forth in Item 1A of the
2008 Landauer Annual Report on Form 10-K. The Company believes there have
been no material changes from the risk factors previously disclosed in the
Company's fiscal 2008 Form 10-K.
ITEM 6. EXHIBITS
Exhibit 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
Exhibit 31.2 Certification of Jonathon M. Singer, Chief Financial
Officer, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
Exhibit 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
Exhibit 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
20
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
LANDAUER, INC.
Date: August 6, 2009 /s/ Jonathon M. Singer
--------------------------------------
Jonathon M. Singer
Senior Vice President, Treasurer,
Secretary and Chief Financial Officer
(Principal Financial and
Accounting Officer)
21