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, 2010
[ ] 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 whether the registrant has submitted
electronically and posted on its corporate Website, 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 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 ]
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, 2010 the aggregate market value, based upon the
closing price on the New York Stock Exchange, of the voting and non-voting
common equity held by non-affiliates was approximately $606,000,000. The
number of shares of common stock ($0.10 par value) outstanding as of
November 30, 2010 was 9,409,150.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's definitive Proxy Statement in connection
with the February 10, 2011 Annual Meeting of Stockholders (the "Proxy
Statement") are incorporated by reference into Part III of this Annual
Report on Form 10-K.
INDEX
Item Page
- ---- ----
PART I
1. Business
General Description . . . . . . . . . . . . . . . . . . . . 3
Marketing and Sales . . . . . . . . . . . . . . . . . . . . 5
Seasonality . . . . . . . . . . . . . . . . . . . . . . . . 6
International Activities. . . . . . . . . . . . . . . . . . 7
Patents . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Raw Materials . . . . . . . . . . . . . . . . . . . . . . . 7
Competition . . . . . . . . . . . . . . . . . . . . . . . . 7
Research and Development. . . . . . . . . . . . . . . . . . 8
Environmental and Other Governmental Regulations. . . . . . 8
Employees and Labor Relations . . . . . . . . . . . . . . . 8
Available Information . . . . . . . . . . . . . . . . . . . 9
Executive Officers of the Company . . . . . . . . . . . . . 9
1A. Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . 10
1B. Unresolved Staff Comments. . . . . . . . . . . . . . . . . . . . 14
2. Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
3. Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . 15
PART II
5. Market for Registrant's Common Equity, Related
Stockholder Matters and Issuer Purchases of
Equity Securities. . . . . . . . . . . . . . . . . . . . . . . . 15
6. Selected Financial Data. . . . . . . . . . . . . . . . . . . . . 17
7. Management's Discussion and Analysis of Financial Condition
and Results of Operations. . . . . . . . . . . . . . . . . . . . 18
7A. Quantitative and Qualitative Disclosures
about Market Risk. . . . . . . . . . . . . . . . . . . . . . . . 32
8. Financial Statements and Supplementary Data
Consolidated Balance Sheets . . . . . . . . . . . . . . . . 33
Consolidated Statements of Income . . . . . . . . . . . . . 35
Consolidated Statements of Stockholders' Equity
and Comprehensive Income. . . . . . . . . . . . . . . . . 36
Consolidated Statements of Cash Flows . . . . . . . . . . . 38
Notes to Consolidated Financial Statements. . . . . . . . . 40
Report of Independent Registered Public
Accounting Firm . . . . . . . . . . . . . . . . . . . . . 64
9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure. . . . . . . . . . . . . . . 66
9A. Controls and Procedures. . . . . . . . . . . . . . . . . . . . . 66
9B. Other Information. . . . . . . . . . . . . . . . . . . . . . . . 66
PART III
10. Directors, Executive Officers and Corporate Governance . . . . . 67
11. Executive Compensation . . . . . . . . . . . . . . . . . . . . . 67
12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters . . . . . . . . . . . 67
13. Certain Relationships and Related Transactions,
and Director Independence. . . . . . . . . . . . . . . . . . . . 67
14. Principal Accounting Fees and Services . . . . . . . . . . . . . 67
PART IV
15. Exhibits, Financial Statement Schedules
Financial Statements. . . . . . . . . . . . . . . . . . . . 68
List of Exhibits. . . . . . . . . . . . . . . . . . . . . . 68
Signatures. . . . . . . . . . . . . . . . . . . . . . . . . 72
Quarterly Financial Data (Unaudited). . . . . . . . . . . . 73
2
PART I
(Dollars in thousands)
ITEM 1. BUSINESS
GENERAL DESCRIPTION
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, 2010, there were
9,452,765 shares outstanding.
Landauer is a leading global provider of technical and analytical
services to determine occupational and environmental radiation exposure and
is the leading domestic provider of outsourced medical physics services.
The Company operates in two primary business segments, Radiation Monitoring
and Medical Physics. Radiation Monitoring has been the core business 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 customers, and the
analysis and reporting of exposure findings. These services are provided to
approximately 1.6 million individuals globally. 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. Medical physics services are
provided through the Company's Global Physics Solutions, Inc. ("GPS")
subsidiary.
In November 2009, Landauer completed the acquisition of GPS. GPS,
with primary offices in Ohio and upstate New York, has operations
throughout the United States. The Company completed the acquisition of GPS
as a platform to expand into the medical physics services market, serving
domestic hospitals, radiation therapy centers and imaging centers. GPS is
the leading nationwide service provider of clinical physics support,
equipment commissioning and accreditation support and imaging equipment
testing. Clinical physics support is provided by medical physicists, who
are either imaging or therapeutic physicists. Imaging physicists are
concerned primarily with the radiation delivered by imaging equipment,
image quality and compliance with safe practices in nuclear pharmacies. In
many ways imaging physicists perform a certification function. Therapeutic
physicists are concerned with the safe delivery of radiation in cancer
treatment. Therapeutic physicists contribute to the development of
therapeutic techniques, collaborate with radiation oncologists to design
treatment plans, and monitor equipment and procedures to ensure that cancer
patients receive the prescribed dose of radiation to the correct location.
Both specialties are aligned with critical treatment trends in the
continued increased utilization of radiation for the diagnosis and
treatment of disease. The ability to target treatments and reduce the
impact of surgical procedures is often aided by imaging and therapeutic
techniques. Additionally in June 2010, Landauer, through its GPS
subsidiary, completed the acquisition of the assets of Upstate Medical
Physics ("UMP"), a provider of imaging physics services in upstate New
York. The Company reports the operating results of GPS in the recently
formed Medical Physics reporting segment.
Also, in November 2009, Landauer completed the acquisition of
Gammadata Matteknik AB ("GDM"), a Swedish provider of radon measurement
services. GDM is based near Stockholm, Sweden and provides measurement
services throughout the Scandinavian region and Europe. In October 2009,
Landauer acquired a dosimetry service in Sweden, now called Landauer
Persondosimetri AB ("PDM"). The acquisitions of GDM and PDM are reported in
the Radiation Monitoring reporting segment.
3
The majority of the Radiation Monitoring 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. Such agreements generally have a high renewal rate,
resulting in customer relationships that are generally stable and
recurring. 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 customer
personnel. This technology is marketed under the trade names Luxel+(r) and
InLight(r).
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 5% of the Company's total revenues for fiscal 2010. The
Company 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.
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.
Landauer markets these services domestically and 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:
4
Service
Company Ownership Territory
- ------- --------- ---------
CONSOLIDATED SUBSIDIARIES:
Gammadata Matteknik AB 100% Europe
Landauer-Europe, Ltd. 100% Europe
Landauer Persondosimetri AB 100% Sweden
Global Physics Solutions, Inc. 100% United States
SAPRA-Landauer, Ltda. 75% South America
Beijing-Landauer, Ltd. 70% China
ALSA Dosimetria, S. de R.L. de C.V. 56.25% Central America
Landauer Australasia Pty Ltd. 51% Australia
EQUITY METHOD JOINT VENTURE:
Nagase-Landauer, Ltd. 50% Japan and
Southeast Asia
A summary of selected financial data for Landauer for the last five
fiscal years is set forth in Item 6 of Part II of this Annual Report on
Form 10-K. Financial information about geographic areas and segments is
provided in the Notes to Consolidated Financial Statements in Item 8 of
Part II of this Annual Report on Form 10-K.
MARKETING AND SALES
Landauer's dosimetry services are marketed in the United States and
Canada primarily by full-time Company personnel located in five sales
regions with support from telesales representatives. The Company's
non-domestic services are marketed through its wholly owned subsidiaries
operating in the United Kingdom, France and Sweden as well as its venture
in Japan and its consolidated subsidiaries in Brazil, Australia, Mexico and
China. Other firms and individuals market the Company's products and
services on a distributorship or commission basis, generally to small
customers or in geographic regions in which the Company does not have a
direct presence.
Worldwide, the Company's Radiation Monitoring segment serves
approximately 67,000 customers representing approximately 1.6 million
individuals annually. The customer base is diverse and fragmented with no
single customer representing greater than 2% of revenue. Typically, a
customer will contract on a subscription basis for one year of service in
advance, representing monthly, bimonthly, quarterly, semi-annual or annual
badges, readings and reports. Customer relationships in the radiation
monitoring market are generally stable and recurring. Details of the
Company's revenue recognition and deferred contract revenue policy are set
forth in the "Critical Accounting Policies" section of Item 7 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 domestic and international radiation
measurement laboratories found at nuclear power plants, military
installations, the Department of Homeland Security, 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 and analytical instruments
and the provision of custom analytical software to independent
laboratories throughout the world to replace their existing
technologies with an OSL-based radiation dosimetry system.
5
. 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(r) 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.
. The provision of InLight passive dosimetry service to nuclear power
plants, Department of Energy facilities and other industrial concerns
who prefer to outsource their radiation monitoring needs.
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
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
operations in Europe, Asia, and Mexico 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(r) 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. Radon measurement services throughout
Europe are marketed by the Company's subsidiary in Sweden.
Medical physics outsourced services are marketed to hospitals and
free-standing cancer centers or free-standing imaging centers primarily in
the Midwest, New York and Texas. The services are marketed by two full-time
business development professionals supported by GPS' senior leadership and
physicists.
SEASONALITY
The services provided by the Company to its customers are on-going
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 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.
6
INTERNATIONAL ACTIVITIES
Information regarding the Company's activities by geographic region
is contained under the footnote "Geographic Information" in Item 8 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 ("Battelle") and
Oklahoma State University ("OSU") 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 2010
through 2023. The Battelle patents address specific OSL materials and basic
aspects of use. The OSU patents are specific to the stimulation process,
imaging and data interpretation. As of September 30, 2010, the Company is
using OSL technology to provide dosimetry services to the majority of its
domestic and international customers. Landauer from time to time evaluates
the continued need and benefits to licensing certain patent rights and may
discontinue such licenses in instances where Landauer does not believe that
such licenses remain necessary.
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. These patents expire between
2017 and 2030.
Rights to inventions of employees working for Landauer are assigned
to the Company.
RAW MATERIALS
The Company has multiple sources for many of its raw materials and
supplies, and believes that the number of sources and availability of 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. Landauer's InLight
dosimetry system competes with other dosimetry systems based on the
technical advantages of OSL methods combined with an integrated systems
approach featuring comprehensive software, automation and value.
7
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.
Medical physics outsourced services represents a large fragmented
market where GPS has many small competitors. In addition, many facilities
directly employ full-time physicists as an alternative from obtaining
services from an outsourced provider.
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. Current research efforts seek to expand
the use of OSL, particularly as it applies to radiation measurements in
therapeutic and imaging radiology and nuclear medicine as well as to
environmental radiation dosimetry. 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 2010, 2009 and 2008 the Company spent $2,285, $1,948 and
$1,837, respectively, on research and development activities.
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 United States 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, 2010, the Company employed approximately 540
full-time employees worldwide, of which approximately 90 employees were in
the Company's Medical Physics segment. The Company believes that it
generally maintains good relations with employees at all locations.
8
AVAILABLE INFORMATION
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 Securities
Exchange Act of 1934 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 Securities and Exchange
Commission. The address of Landauer's website is http://www.landauer
inc.com. A copy of any of these reports is available free of charge upon
the written request of any shareholder. Requests should be submitted to the
following address: Landauer, Inc., Attention: Corporate Secretary,
2 Science Road, Glenwood, Illinois 60425.
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.
EXECUTIVE OFFICERS OF THE COMPANY
The executive officers of the Company are as follows:
NAME OF OFFICER AGE POSITION
- --------------- --- --------
William E. Saxelby 54 President and
Chief Executive Officer
Jonathon M. Singer 46 Senior Vice President,
Treasurer, Secretary, and
Chief Financial Officer
R. Craig Yoder 58 Senior Vice President-
Marketing and Technology
Richard E. Bailey 64 President and
Chief Executive Officer -
Global Physics Solutions, Inc.,
and 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 the Company 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.
9
Mr. Bailey became President and Chief Executive Officer of GPS in
June 2010. He was elected to his position as Senior Vice President -
Operations 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.
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.
UNFORESEEN PROBLEMS WITH THE IMPLEMENTATION AND MAINTENANCE OF OUR
EQUIPMENT AND INFORMATION SYSTEMS COULD INTERFERE WITH OUR OPERATIONS.
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 information
technology systems. Any failure of such equipment or systems could
adversely affect the Company's 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 do not perform as originally planned, the Company's results
of operations and cash flows could be adversely affected.
WE RELY ON A SINGLE FACILITY WITH A CENTRALIZED INFORMATION SYSTEMS
INFRASTRUCTURE FOR THE PRIMARY MANUFACTURING AND PROCESSING OF OUR
DOSIMETRY PRODUCTS AND SERVICES.
Landauer conducts its primary dosimetry manufacturing and laboratory
processing operations and performs significant functions for some of its
international operations from a single facility in Glenwood, Illinois with
a centralized information systems infrastructure. If the Company were to
lose availability of its primary facility or computer systems due to fire,
natural disaster or other disruptions, the Company's operations could be
significantly impaired. Despite the Company's disaster recovery
preparedness efforts, there can be no assurance that such plan could ensure
the Company's ability to rapidly respond to such disaster. 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.
10
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 radiation monitoring business is a mature business and the
number of workers being monitored for radiation exposure has not grown in
recent years. Additionally, economic pressures can adversely affect the
value of occupational monitoring perceived by customers or increase pricing
pressures. The Company believes that the development and introduction of
new technologies and products will be essential to help counter these
pressures. 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.
IF WE ARE UNABLE TO SUCCESSFULLY EXECUTE BUSINESS DEVELOPMENT ACTIVITIES
SUCH AS THE ACQUISITION AND INTEGRATION OF STRATEGIC BUSINESSES, OUR
ON-GOING BUSINESS AND RESULTS OF OPERATIONS MAY BE ADVERSELY AFFECTED.
A principal growth strategy of Landauer is to explore opportunities
to selectively enhance its business through development activities, such as
strategic acquisitions, investments and alliances. In furtherance of this
objective, in November 2009, Landauer acquired GPS and GDM and intends to
continue to pursue other acquisition and business development initiatives
in the future. Acquisitions and other 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 need to operate and manage new lines of business;
. 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.
11
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 related to integration costs. If the Company is
unable to successfully integrate and manage businesses that it acquires
within expected terms and in a timely manner, its business and results of
operations could be adversely affected.
CERTAIN OF OUR INTERNATIONAL OPERATIONS ARE CONDUCTED THROUGH JOINT
VENTURES IN WHICH WE RELY SIGNIFICANTLY ON OUR JOINT VENTURE PARTNERS.
A substantial portion of the Company's international operations are
conducted through joint ventures with third parties. In Australia, Brazil,
China, and Mexico, the Company has a controlling interest in the related
joint ventures. In Japan, the Company has a 50% interest in
Nagase-Landauer, Ltd. In all of these joint ventures, Landauer relies
significantly on the services and skills of its joint venture partners to
manage and conduct the local operations and ensure compliance with local
laws and regulations. If the joint venture partners were unable to perform
adequately these functions, Landauer's operations in such regions could be
adversely affected.
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
Australia, Brazil, Canada, China, France, Japan, Mexico, Sweden and the
United Kingdom. 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. The equipment
commissioning business of GPS, which Landauer acquired in November 2009,
and the employment of physicists and other healthcare professionals also
are subject to federal, state and international governmental regulation and
licensing requirements.
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, require the Company
to alter its products or procedures or adversely affect the 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 to maintain accreditations and approvals. 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.
12
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
reporting 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.
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, Global Dosimetry Solutions, a division of Mirion
Technologies, 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.
IF WE EXPERIENCE DECREASING PRICES FOR OUR GOODS AND SERVICES AND WE ARE
UNABLE TO REDUCE OUR EXPENSES, OUR RESULTS OF OPERATIONS COULD SUFFER.
The Company may experience decreasing prices for the goods and
services it offers due to customer consolidation, increased influence of
hospital group purchasing organizations, and pricing pressure experienced
by its customers from managed care organizations and other third-party
payers. Decreasing prices may also be due to increased market power of its
customers as the medical industry consolidates and increased competition
among dosimetry and physics services providers. If the prices for its goods
and services decrease and it is unable to reduce its expenses, the
Company's results of operations 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, physicists
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.
The GPS business involves the delivery of professional services and
is highly labor-intensive. Its success depends largely on its general
ability to attract, develop, motivate and retain highly skilled licensed
medical physicists ("physicists"). Further, the Company must successfully
maintain the right mix of physicists with relevant experience and skill
sets as the Company continues to grow, as it expands into new service
offerings, and as the market evolves. The loss of a significant number of
its physicists, the inability to attract, hire, develop, train and retain
additional skilled personnel, or not maintaining the right mix of
professionals could have a serious negative effect on the Company,
including its ability to manage, staff and successfully complete its
existing engagements and obtain new engagements. Qualified physicists are
in great demand, and the Company faces significant competition for both
senior and junior physicists with the requisite credentials and experience.
The Company's principal competition for talent comes from other outsourced
13
medical physicist firms, hospitals and free-standing radiation therapy
centers. Many of these competitors may be able to offer significantly
greater compensation and benefits or more attractive lifestyle choices,
career paths or geographic locations than those of the Company. Therefore,
the Company may not be successful in attracting and retaining the skilled
physicists it requires to conduct and expand its operations successfully.
Increasing competition for these revenue-generating medical physicists may
also significantly increase the Company's labor costs, which could
negatively affect its margins and results of operations.
THE CURRENT UNITED STATES AND STATE HEALTH REFORM LEGISLATIVE INITIATIVES
COULD ADVERSELY AFFECT OUR OPERATIONS AND BUSINESS CONDITION.
In both the United States and some foreign jurisdictions, there have
been a number of legislative and regulatory proposals to change the health
care system in ways that might affect our business. In March 2010,
President Obama signed into law the Patient Protection and Affordable Care
Act, as amended by the Health Care and Education Reconciliation Act, or
collectively, the Health Care Reform Law, a sweeping law intended to
broaden access to health insurance, reduce or constrain the growth of
healthcare spending, enhance remedies against fraud and abuse, add new
transparency requirements for healthcare and health insurance industries,
impose new taxes and fees on the health industry and impose additional
health policy reforms. This legislation includes reforms and reductions
that could affect Medicare reimbursements and health insurance coverage for
certain services and treatments. Some states also have pending health
reform legislative initiatives. Changes in reimbursements and coverages
could adversely affect hospitals and medical services providers, which
could result in reduced demand for certain services offered by the Company,
including services offered by its recently acquired GPS subsidiary. The
Company will not know the full effects of the Health Care Reform Law until
applicable federal and state agencies issue regulations or guidance under
the new law.
WE COULD BE SUBJECT TO PROFESSIONAL LIABILITY LAWSUITS, SOME OF WHICH WE
MAY NOT BE FULLY INSURED AGAINST OR RESERVED FOR, WHICH COULD ADVERSELY
AFFECT OUR FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
In recent years, physicians, hospitals and other participants in the
healthcare industry have become subject to an increasing number of lawsuits
alleging medical malpractice and related legal theories such as negligent
hiring, supervision and credentialing, and vicarious liability for acts of
their employees or independent contractors. In addition, the level and
effect of radiation being administered by certain radiation equipment is
also attracting increased scrutiny and giving rise to patient safety
claims. Many of these lawsuits involve large claims and substantial defense
costs. The Company's GPS business increases its presence in the healthcare
industry. As the Company increases its focus on the healthcare industry, it
could be exposed to litigation or subject to fines, penalties or suspension
of services relating to the compliance with regulatory requirements.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
14
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, and 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. For its Radiation Monitoring operations, the
Company leases a crystal growth facility in Stillwater, Oklahoma and
maintains a laboratory in Japan, through its joint venture with
Nagase-Landauer, Ltd., in addition to laboratories in Australia, Brazil,
China, France, Mexico and Sweden, as well as a sales office in England. The
Company leases offices in Ohio, New York, Indiana, Michigan and Texas for
its Medical Physics operations.
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, 2010, if adversely determined, would have a material
effect on its business, financial position, results of operations, or cash
flows.
PART II
(Dollars in thousands, except per share data)
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 high and low market prices of
the Company's common stock for the last two fiscal years is set forth in
the table in the "Quarterly Financial Data (Unaudited)" section of this
Annual Report on Form 10-K. As of November 30, 2010, there were 301
shareholders of record. There were no sales of unregistered securities of
the Company and no repurchases of equity securities of the Company during
fiscal 2010 by the Company.
On November 26, 2010, the Company declared an increase of the regular
quarterly cash dividend by 2.3% to $0.55 per share for the first quarter of
fiscal 2011. This increase represents an annual rate of $2.20 per share
compared with $2.15 paid in fiscal 2010. A summary of cash dividends paid
for the last two fiscal years is set forth in the table in the "Quarterly
Financial Data (Unaudited)" section 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
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 $1.2
billion. New stocks are not only based on size, but also financial
viability, liquidity, adequate public float and other trading requirements.
15
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 Standard & Poor's ("S&P")
SmallCap 600 Index and (c) the S&P 600 industry index represented by a
group of health care services companies during the period from
September 30, 2005 through September 30, 2010. 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.
[ LINE CHART INDICATING THE FOLLOWING ]
Value of Investment at September 30,
---------------------------------------
(Dollars) 2005 2006 2007 2008 2009 2010
- --------- ---- ---- ---- ---- ---- ----
Landauer, Inc. . . . . . . . . . $100 $108 $112 $166 $130 $154
S&P SmallCap 600 Index . . . . . 100 107 123 106 95 108
S&P Health Care Services . . . . 100 94 121 92 91 93
16
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) 2006(1) 2007(2) 2008(3) 2009(4) 2010(5,6)
- ---------------------- -------- -------- -------- -------- ---------
Operating results
Net revenues . . . . . $ 79,043 $ 83,716 $ 89,954 $ 93,827 $114,367
Operating income . . . 29,505 28,603 34,075 32,518 34,637
Net income . . . . . . 19,046 19,316 22,983 23,366 23,674
Diluted net income
per share. . . . . . $ 2.09 $ 2.10 $ 2.46 $ 2.49 $ 2.52
Cash dividends
per share. . . . . . . . $ 1.80 $ 1.90 $ 2.00 $ 2.10 $ 2.15
Total assets . . . . . . . $ 90,674 $ 97,340 $118,690 $125,205 $150,696
Short-term debt. . . . . . $ 1,649 $ - $ - $ - $ 12,504
(1) Fiscal 2006 includes reorganization charges and management transition
charges of $1,650, reducing net income by $994 (after income tax
benefit of $656) or $0.11 per diluted share.
(2) Fiscal 2007 includes accelerated depreciation and impairment charges
of $2,875, reducing net income by $1,725 (after income tax benefit of
$1,150) or $0.19 per diluted share.
(3) Fiscal 2008 includes accelerated depreciation charges of $376,
reducing net income by $225 (after income tax benefit of $151) or
$0.02 per diluted share.
(4) Fiscal 2009 includes pension curtailment and transition costs of
$2,236, reducing net income by $1,478 (after income tax benefit of
$758) or $0.16 per diluted share, and reorganization charges of $416,
reducing net income by $275 (after income tax benefit of $141) or
$0.03 per diluted share.
(5) Fiscal 2010 includes acquisition and reorganization costs in
connection with the Company's acquisitions during the first and third
fiscal quarters of $2,028, reducing net income by $1,607 (after
income tax benefit of $421) or $0.17 per diluted share.
(6) In connection with its fiscal 2010 first quarter acquisitions, the
Company borrowed $18,000 under its credit agreement. As of
September 30, 2010, the Company had reduced the $18,000 borrowed
during the first quarter of fiscal 2010 by $5,496.
17
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
OVERVIEW
Landauer is a leading global provider of technical and analytical
services to determine occupational and environmental radiation exposure and
is the leading domestic provider of outsourced medical physics services.
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 customers, and the
analysis and reporting of exposure findings. These services are provided to
approximately 1.6 million individuals globally. 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. Through its Global Physics
Solutions, Inc. ("GPS") subsidiary, which was acquired in November 2009,
the Company provides therapeutic and imaging physics services to the
medical physics community.
Landauer's radiation monitoring business is 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(r), to gain access to
markets where the Company previously did not have a significant presence,
such as smaller in-house and commercial laboratories, nuclear power
facilities, tactical military monitoring and hospitals to support
monitoring of patient exposure to radiation. 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 obtain
regular price increases from its customers may be more limited in the
future. The continued economic downturn and uncertain impact of healthcare
reform has resulted in increased pricing pressure with the Company's
healthcare customer base, which is expected to continue into the future.
On November 9, 2009, the Company completed the acquisition of GPS.
GPS, with primary offices in Ohio and upstate New York, has operations
throughout the Midwest and Texas. GPS is the leading nationwide provider of
medical physics services to hospitals and radiation therapy centers.
Medical physics services is a large fragmented market. Market growth is
expected to be driven by: the utilization of radiation in the provision of
healthcare; trends towards outsourcing of services in healthcare settings;
and a tightening domestic supply of qualified medical physicists. The
Company reports these operating results in the recently formed Medical
Physics reporting segment. Also, in November 2009, Landauer completed the
acquisition of Gammadata Matteknik AB ("GDM"), a Swedish provider of radon
measurement services. GDM is based near Stockholm, Sweden and provides
measurement services throughout the Scandinavian region and Europe. In
October 2009, Landauer acquired a dosimetry service in Sweden, now called
Landauer Persondosimetri AB ("PDM"). The acquisitions of GDM and PDM are
reported in the Radiation Monitoring reporting segment. In June 2010,
Landauer completed the acquisition of the assets of Upstate Medical
Physics, a provider of imaging physics services in upstate New York. This
acquisition is reported in the Medical Physics reporting segment.
18
RESULTS OF OPERATIONS
In connection with the acquisition of GPS, during the first quarter
of fiscal 2010, the Company began to operate in two reportable segments,
Radiation Monitoring and Medical Physics. Historically the Company operated
in the Radiation Monitoring segment exclusively. The Company evaluates
performance of the individual segments based upon, among other metrics,
segment operating earnings or loss. Segment operating income or loss is
segment revenue less segment cost of sales and segment selling, general and
administrative expenses. Given the recent addition of the Medical Physics
segment, the Company currently does not perform allocations between the
segments. Corporate expenses for shared functions, including corporate
management, corporate finance and human resources, are recognized in the
Radiation Monitoring segment where they have historically been reported.
The Company anticipates that, as it progresses along the integration of
transaction processing, human resources and benefits administration and
business development activities, among other areas, the degree of expense
allocation between the segments may change. Additional information on the
Company's reportable segments is contained under the footnote "Segment
Information" in Item 8 of this Annual Report on Form 10-K.
Current year segment performance is discussed with the consolidated
results of operations due to the lack of comparability for the new Medical
Physics segment.
FISCAL 2010 COMPARED TO FISCAL 2009
Revenues for fiscal 2010 were $114.4 million, an increase of $20.5
million, or 21.9% compared with revenues of $93.8 million for fiscal 2009.
The increase in revenue was driven by the contribution from the Medical
Physics segment of $14.0 million and growth in the Radiation Monitoring
segment of $6.5 million. Within Radiation Monitoring, domestic revenue
increased $0.3 million, with growth in InLight equipment revenue of $1.2
million offset by reduced demand of $0.5 million in the Homebuyer's radon
monitoring business due to the weakness in the housing market and declines
of $0.5 million in occupational monitoring services driven by the impact of
the economy. International revenue growth was $6.2 million, or 25.8%,
driven by the contributions from GDM and PDM of $4.3 million, organic
growth in most regions of $1.1 million, and the impact of the strengthening
of most foreign currencies against the dollar of $0.8 million.
The domestic InLight equipment revenue included 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 $8.0
million, which represents an estimate of purchases over the contract term,
with commitments to be established annually, subject to annual funding by
the Canadian government. During fiscal 2010, the Company recognized revenue
of $3.1 million under the agreement, compared with $2.7 million during
fiscal 2009.
Radiation Monitoring revenue included sales of $2.5 million and $2.2
million in fiscal 2010 and 2009, respectively, to Nagase-Landauer, Ltd.,
the Company's unconsolidated joint venture in Japan, of badges and services
to support its fiscal 2010 transition of the Japanese service market from
the Luxel badge to a next generation badge based upon the InLight platform.
With the completion of the transition in the third fiscal quarter of 2010,
the venture will no longer be purchasing service badges. The reduction of
historical Luxel badge revenue of approximately $1.8 million will be
partially offset by a royalty arrangement of approximately $0.9 million
annually.
Total cost of sales for fiscal 2010 was $44.5 million, an increase of
$13.7 million, or 44.6%, compared with cost of sales of $30.8 million for
fiscal 2009. The addition of the Medical Physics segment contributed $10.6
million of the increase in cost of sales. Radiation Monitoring contributed
$3.1 million of the increase in cost of sales primarily due to the addition
19
of GDM and PDM. Gross margins for fiscal 2010 were 61.1% of revenues,
compared with 67.2% in fiscal 2009. The decline in gross margin rate is
primarily a result of revenue mix due to the increased contribution of
lower margin Medical Physics revenue, which had a gross margin of 24.3%.
Selling, general and administrative expenses for fiscal 2010 were
$33.2 million, an increase of $5.3 million or 19.1%, compared with selling,
general and administrative expenses of $27.9 million for fiscal 2009. The
increase in selling, general and administrative costs was driven by the
addition of the Medical Physics segment of $4.3 million, and $1.0 million
increase in the Radiation Monitoring segment. The primary factors
contributing to the increase in selling, general and administrative expense
for the Radiation Monitoring segment include: $1.6 million increase in
international spending due to the contribution of acquired companies, GDM
and PDM, and the impact of the strengthening of most foreign currencies
against the dollar, and $0.2 million of increased expense spending to
replace the Company's information technology systems that support customer
relationship management and the order-to-cash cycle, offset by reduced
incentive compensation.
In conjunction with the acquisitions completed during fiscal 2010,
the Company incurred $2.0 million ($1.6 million, after-tax) of acquisition
related transaction and reorganization costs. The transaction costs of
approximately $1.5 million were primarily for professional fees with
accounting, financial, legal and tax advisors to support the due diligence,
transaction structure and accounting for the acquisitions. In addition, the
charges included $0.5 million in reorganization costs for severance to
support changes in selected roles within the GPS organization.
On February 5, 2009, the Board of Directors approved changes to the
Company's retirement benefit plans to transition from a defined benefit
philosophy for retirement benefits to a defined contribution approach. The
Company anticipates that the redesign of its retirement plans will result
in future cost savings while offering market based retirement benefits to
its employees. As a result of the changes, the Company recognized $2.2
million ($1.5 million after-tax) of non-recurring pension curtailment and
transition costs during fiscal 2009. Further details are contained under
the footnote "Net Defined Benefit Plan Curtailment Loss and Transition
Costs" in Item 8 of this Annual Report on Form 10-K. In addition, the
Company initiated a management reorganization plan to strengthen selected
roles within the organization. As a result, the Company recognized $0.4
million ($0.3 million after-tax) of non-recurring reorganization charges
during fiscal 2009.
Operating income for fiscal 2010 was $34.6 million, an increase of
$2.1 million, or 6.5%, compared with operating income of $32.5 million for
fiscal 2009. For fiscal 2010, the Medical Physics segment had an operating
loss of $0.9 million, and the Radiation Monitoring segment had operating
income of $35.5 million.
Net other income, including equity in income of joint venture, for
fiscal 2010 was $1.4 million, a decrease of $0.8 million, or 36.5%,
compared with net other income of $2.2 million for fiscal 2009. The
decrease in net other income was due to increased interest expense on
outstanding borrowings to support the acquisitions completed during the
fiscal year and a decline in recognized foreign currency gains.
The effective tax rate was 33.0% and 31.9% in fiscal 2010 and 2009,
respectively. The fiscal 2010 effective tax rate increased primarily due to
the nondeductibility of certain acquisition costs and the elimination of
certain tax credits realized in fiscal 2009.
Net income for the 2010 fiscal year was $23.7 million, an increase of
1.3%, compared with net income of $23.4 million for fiscal 2009, with
resulting diluted earnings per share for the current fiscal year of $2.52,
compared with $2.49 reported for fiscal 2009.
20
Adjusted earnings before interest, taxes, depreciation and
amortization ("EBITDA") for fiscal 2010 were $44.4 million, a 5% increase
compared with $42.3 million reported for fiscal 2009. A reconciliation of
net income to adjusted EBITDA is included below.
FISCAL 2009 COMPARED TO FISCAL 2008
Revenues for fiscal 2009 were $93.8 million, an increase of 4.3%
compared with revenues of $90.0 million for fiscal 2008. Domestic revenue
growth for fiscal 2009 was $3.0 million, or 4.5%, attributable primarily to
gains in the core Radiation Monitoring business driven by increased pricing
for certain services and increases in domestic InLight equipment revenue.
International revenue increased $0.9 million, or 3.7%, as a result of
growth in volume in most regions, InLight equipment revenue, and the sale
of InLight badges to Nagase-Landauer, Ltd. to support its fiscal 2010
transition of the Japanese service market from the Luxel badge to a next
generation badge based upon the InLight platform. The impact of the
strengthening of the dollar against most foreign currencies reduced revenue
by approximately $2.7 million.
As disclosed above, 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. During fiscal 2009, the Company recognized revenue of
approximately $2.7 million from this customer, compared with approximately
$0.8 million in fiscal 2008. The Company recorded deferred revenue of $0.5
million under the contract as of September 30, 2009.
Total cost of sales for fiscal 2009 was $30.8 million, an increase of
$1.9 million, or 6.4%, compared with cost of sales of $28.9 million for
fiscal 2008, due to increased cost of materials to support growth in
InLight product sales. Gross margins for fiscal 2009 were 67.2% of
revenues, compared with 67.9% in fiscal 2008.
Selling, general and administrative expenses for fiscal 2009 were
$27.9 million, an increase of $1.3 million or 4.9%, compared with selling,
general and administrative expenses of $26.6 million for fiscal 2008.
Factors contributing to the increase included: $0.5 million for increased
incentive compensation costs and higher salary and benefits related to
staff additions; $0.3 million of increased professional fees related
primarily to international patent and trademark activities; and $0.1
million of increased expense spending to replace the Company's information
technology systems that support customer relationship management and the
order-to-cash cycle.
As a result of changes to the Company's retirement benefit plans,
previously disclosed herein, the Company recognized $2.2 million ($1.5
million after-tax) of non-recurring pension curtailment and transition
costs during the second fiscal quarter of 2009. Also as disclosed above,
the Company initiated a management reorganization plan to strengthen
selected roles within the organization. As a result, the Company recognized
$0.4 million ($0.3 million after-tax) of non-recurring reorganization
charges during fiscal 2009.
Operating income for fiscal 2009 was $32.5 million, a decrease of
$1.6 million, or 4.6%, compared with operating income of $34.1 million for
fiscal 2008. Fiscal 2009 operating income was impacted negatively by $2.7
million due to the effect of the pension curtailment and transition costs
and the reorganization charges.
Net other income, including equity in income of joint venture, for
fiscal 2009 was $2.2 million, a decrease of $0.2 million, or 6.7%, compared
with net other income of $2.4 million for fiscal 2008. The decrease in net
other income was due to lower interest and investment income as a result of
declines in market rates, substantially offset by increased Nagase-
Landauer, Ltd. equity earnings, favorably impacted by foreign exchange,
during fiscal 2009.
21
The effective tax rate was 31.9% and 36.0% in fiscal 2009 and 2008,
respectively. The reduction was due primarily to a change in the state tax
rate driven by changes in the Illinois state tax law effective for fiscal
2009. 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.
Net income for the 2009 fiscal year was $23.4 million, an increase of
1.7%, compared with net income of $23.0 million for fiscal 2008, with
resulting diluted earnings per share for the current year of $2.49,
compared with $2.46 reported a year ago. The fiscal 2009 net income
increase was minimized by the effect of the pension curtailment and
transition costs and the reorganization charges, in the amount of $1.8
million, or $0.19 per diluted share.
FOURTH QUARTER RESULTS OF OPERATIONS
Revenues for the fourth fiscal quarter of 2010 were $29.1 million, an
increase of $6.1 million, or 26.6%, compared with $23.0 million in the
fourth fiscal quarter of 2009. The increase in revenue was driven by the
contribution from the Medical Physics segment of $4.5 million and growth in
the Radiation Monitoring segment of $1.6 million. Within Radiation
Monitoring, domestic revenue increased $0.6 million, or 3.5%, driven
primarily by InLight product growth. International revenue growth was $1.0
million, or 16.3%, driven by the contributions from GDM and PDM of $0.6
million and organic growth in most regions, offset by the impact of the
weakening of most foreign currencies against the dollar.
Cost of sales for the fourth quarter of fiscal 2010 was $12.3
million, compared to $7.4 million for the fourth quarter of fiscal 2009.
The addition of the Medical Physics segment contributed $3.4 million of the
increase in cost of sales. Gross margins for the fourth quarter of fiscal
2010 were 57.6% of revenues, compared with 67.9% in fiscal 2009. The
decline in gross margin rate is primarily a result of revenue mix due to
the increased contribution of lower margin Medical Physics revenue, which
had a gross margin of 24.4% in the quarter. Selling, general and
administrative expenses for the fourth quarter of fiscal 2010 were $8.9
million, an increase of $0.8 million, or 10.2%, compared with expense of
$8.1 million for the fourth quarter of fiscal 2009. The increase in
selling, general and administrative costs was driven by the addition of the
Medical Physics segment of $1.4 million, offset partially by a decline of
$0.6 million in the Radiation Monitoring segment. The Company incurred $0.3
million of acquisition and related costs during the fourth fiscal quarter
of 2010 for severance to support changes in selected roles within the GPS
organization.
Operating income for the fourth fiscal quarter of 2010 was $7.5
million, a decrease of $0.1 million compared with $7.6 million in the
fourth fiscal quarter of 2009. For the fiscal 2010 fourth quarter, the
Medical Physics segment had an operating loss of $0.3 million and the
Radiation Monitoring segment had operating income of $7.8 million. Net
other income for the fourth quarter decreased by $0.2 million to $0.3
million in fiscal 2010 reflecting primarily increased interest expense on
outstanding borrowings. The effective tax rate was 39.7% and 33.8%, in the
fiscal fourth quarter of 2010 and 2009, respectively. The fiscal 2010
fourth quarter effective tax rate increased primarily due to the
elimination of certain tax credits realized in fiscal 2009.
Net income for the fiscal fourth quarter of 2010 was $4.6 million,
compared with net income of $5.3 million for fourth quarter fiscal 2009,
with resulting diluted earnings per share for the 2010 quarter of $0.48
compared with $0.56 reported in the fiscal fourth quarter of 2009.
22
OUTLOOK FOR FISCAL 2011
Landauer's current business plan for fiscal 2011 anticipates
consolidated net revenue for the year to be in the range of $120 to $126
million, including $4 to $8 million in sales to the U.S military and first
responder markets. Military and first responder market sales are dependent
on military and other governmental appropriations and approvals which have
yet to be obtained. The business plan anticipates spending of $10 to $12
million, with $2 to $3 million of expense spending to support the
successful completion of the Company's systems initiative and the related
post implementation support. Based upon the above assumptions, the Company
anticipates reported net income for fiscal 2011 in the range of $24 to $26
million.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash decreased $28.8 million during fiscal 2010 to end
the year with $7.7 million in cash on hand.
Cash flows provided by operating activities for fiscal 2010 were
$26.3 million, a decrease of $3.9 million, or 13.0%, from fiscal 2009. The
decline in operating cash flow was driven primarily by the use of cash for
the increase in prepaid taxes and the decline in deferred contracts offset
by the reduction in funding in long-term pension and postretirement
obligations in fiscal 2010.
Investing activities included $32.0 million in fiscal 2010 for the
Company's acquisitions, as described under the footnote "Business
Combinations" in Item 8 of this Annual Report on Form 10-K. In addition,
the Company had acquisitions of property, plant and equipment in the
amounts of $16.0 million, $9.1 million and $7.5 million in fiscal 2010,
2009 and 2008, respectively.
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 $40.0 to
$44.0 million and the first phase was implemented in the first quarter of
fiscal 2011. Included in the acquisitions of property, plant and equipment
were costs of $11.0 million, $5.9 million and $5.7 million in fiscal 2010,
2009 and 2008, respectively, for the Company's systems initiative. Total
capital expenditures for fiscal 2011 are expected to be approximately $10.0
million to $12.0 million principally for the project to replace the
Company's information systems. 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 2010, 2009 and 2008, the Company paid cash dividends of $20.1
million, $19.4 million and $18.3 million, respectively, and such amounts
have been provided from operations.
In connection with its fiscal 2010 first quarter acquisitions, the
Company borrowed $18.0 million under its credit agreement. As described
under the footnote, "Credit Facility" in Item 8 of this Annual Report on
Form 10-K, the Company amended its credit agreement in June 2009, which
originally had an expiration date of October 31, 2009 and permitted
borrowings up to $15.0 million. 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 $30.0 million subject, with
respect to amounts borrowed in excess of $20.0 million, to certain criteria
outlined in the credit agreement. In February 2010, the Company executed a
second amendment to its loan agreement. The second amendment, among other
changes to the original terms, extended the maturity date to February 12,
2012, added Global Physics Solutions, Inc. as a borrower, added a
prepayment penalty equal to 1.0% should the Company voluntarily terminate
the facility prior to February 12, 2011, and modified the interest rate on
23
outstanding amounts from either LIBOR plus 2.9% or the bank's prime rate
plus 0.47% to either LIBOR plus 2.1% or the bank's prime rate minus 0.28%.
Effective October 31, 2010, the Company executed a third amendment to its
loan agreement. The third amendment, among other changes, increased the
aggregate amount of funds available to the Company to $50.0 million;
subject, with respect to amounts borrowed in excess of $25.0 million to a
borrowing base test, extended the maturity date to October 31, 2013,
modified the manner in which the interest rate on outstanding amounts would
be determined, and extended the applicable date of the prepayment penalty
such that the penalty would be due if the Company should voluntarily
terminate the facility prior to October 31, 2011.
The Company must maintain a fixed charge coverage ratio, as
calculated pursuant to the terms of the first amendment to the credit
agreement, as of the end of each calendar quarter of not less than 1.35 to
1.00, and a funded debt to EBITDA ratio less than or equal to 1.5 to 1.00.
As of September 30, 2010, the fixed charge coverage ratio was approximately
13.9, and the Company was in compliance with the covenants contained in the
credit agreement. The debt is classified as current as the agreement
contains a subjective acceleration clause as well as a Company elected
arrangement which provides for automatic draws or pay downs on the credit
facility on a daily basis after taking into account operating cash needs.
Based on current business plans and projected operating cash flows, the
Company anticipates continued usage of the revolving facility beyond the
next twelve months. As of September 30, 2010, the Company had reduced the
$18.0 million borrowed during the first quarter of fiscal 2010 by $5.5
million.
Cash paid for interest was $0.4 million in fiscal 2010. Cash paid for
income taxes was $8.7 million, $7.5 million and $10.2 million in fiscal
2010, 2009 and 2008, respectively.
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 the
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
$14.3 million and $15.6 million, respectively, as of September 30, 2010 and
2009. While these amounts represent approximately 28.9% and 42.4% of
current liabilities, respectively, as of September 30, 2010 and 2009, such
amounts generally do not represent a future cash obligation. Customers are
invoiced primarily in accordance with the Company's standard terms, with
payment due thirty days from date of invoice.
Landauer also offers radiation monitoring services in Australia,
Brazil, Canada, China, France, Japan, Mexico, Sweden and the United
Kingdom. The Company's operations in these markets generally do not depend
on significant capital.
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
reporting 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.
24
USE OF NON-GAAP FINANCIAL MEASURES
In evaluating the Company's financial performance and outlook,
management uses adjusted EBITDA. Adjusted earnings before interest, taxes,
depreciation and amortization is a non-GAAP measure. Management believes
that such measure supplements evaluations using operating income, net
income, and diluted earnings per share and other GAAP measures, and is a
useful indicator for investors. This indicator can help readers gain a
meaningful understanding of our core operating results and future prospects
without the effect of non-cash or other one-time items and the Company's
ability to generate cash flows from operations that are available for
taxes, capital expenditures, and debt repayment. Investors should recognize
that these non-GAAP measures might not be comparable to similarly titled
measures of other companies. These measures should be considered in
addition to, and not as a substitute for or superior to, any measure of
performance, cash flows or liquidity prepared in accordance with accounting
principles generally accepted in the United States.
The following table reconciles net income to adjusted EBITDA:
(Dollars in Thousands) 2010 2009 2008
- ---------------------- -------- -------- --------
Net income attributed to Landauer, Inc.. . . $ 23,674 $ 23,366 $ 22,983
Add back:
Interest and other expense (income). . . 105 (624) (1,005)
Income taxes . . . . . . . . . . . . . . 11,893 11,071 13,118
Depreciation and amortization. . . . . . 6,681 5,845 6,377
-------- -------- --------
Earnings before interest, taxes,
depreciation and amortization. . . . . . . 42,353 39,658 41,473
Adjustments:
Net defined benefit plan curtailment
loss and transition costs. . . . . . . - 2,236 -
Impairment and accelerated
depreciation charges . . . . . . . . . - - 376
Acquisition and reorganization costs . . 2,028 416 -
-------- -------- --------
Adjusted earnings before interest, taxes,
depreciation and amortization. . . . . . . $ 44,381 $ 42,310 $ 41,849
======== ======== ========
CONTRACTUAL OBLIGATIONS
As of September 30, 2010, the expected resources required for
scheduled payment of contractual obligations were as follows:
Scheduled payments by fiscal year
-------------------------------------------
There-
(Dollars in Thousands) Total 2011 2012-13 2014-15 after
- ---------------------- ------- ------- ------- ------- -------
Capital leases . . . . . . . $ 324 $ 89 $ 178 $ 57 $ -
Operating leases . . . . . . 3,558 682 1,285 556 1,035
Purchase obligations (1) . . 19,544 18,634 893 17 -
Dividends (2). . . . . . . . 5,143 5,143 - - -
Pension and postretire-
ment benefits (3). . . . . 3,989 297 788 767 2,137
Revolving credit
facility (4) . . . . . . . 12,504 - - 12,504 -
------- ------- ------- ------- -------
Total obligations. . . . . . $45,062 $24,845 $ 3,144 $13,901 $ 3,172
======= ======= ======= ======= =======
(1) Includes accounts payable and other agreements to purchase goods
or services including open purchase orders; also includes remaining
contractual obligations associated with the Company's information
systems upgrade.
25
(2) Cash dividends in the amount of $0.5375 per share were declared on
August 27, 2010.
(3) Includes 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.
(4) Includes only principal payments at maturity of credit facility on
October 31, 2013. Excludes interest payments and fees related to the
revolving credit facility due to variability with respect to the
timing of advances and repayments. The debt is classified as current
as the agreement contains a subjective acceleration clause as well as
a Company elected arrangement which provides for automatic draws or
pay downs on the credit facility on a daily basis after taking into
account operating cash needs. Based on current business plans and
projected operating cash flows, the Company anticipates continued
usage of the revolving facility beyond the next twelve months.
The Company is not able to reasonably estimate the ultimate timing of
the payments or the amount by which its gross unrecognized tax benefits of
$0.7 million will be settled. Therefore, the liability is excluded from the
preceding table. Further information regarding the Company's income taxes
is contained under the footnote "Income Taxes" in Item 8 of this Annual
Report on Form 10-K.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In June 2009, the Financial Accounting Standards Board ("FASB")
approved amended guidance for determining whether an entity is a variable
interest entity ("VIE"). The guidance requires an enterprise to perform an
analysis to determine whether a company's variable interest gives it a
controlling financial interest in a VIE. A company would be required to
assess whether it has the power to direct the activities of a VIE that most
significantly impact the entity's economic performance and the obligation
to absorb losses of the entity or the right to receive benefits from the
entity. In addition, on-going reassessments of whether an enterprise is the
primary beneficiary of a VIE and additional disclosures about an
enterprise's involvement in VIEs are required. The new guidance is
effective for fiscal years beginning on or after November 15, 2009. The
Company does not expect this new guidance to have a material impact on its
consolidated financial statements.
In September 2009, the FASB approved the issuance of new guidance for
arrangements with multiple deliverables and arrangements that include
software elements. By providing another alternative for determining the
selling price of deliverables, the new guidance will allow companies to
allocate arrangement consideration in multiple deliverable arrangements in
a manner that better reflects the transaction's economics and will often
result in earlier revenue recognition. In addition, the residual method of
allocating arrangement consideration is no longer permitted under the new
guidance. The new guidance for arrangements that include software elements
removes non-software components of tangible products and certain software
components of tangible products from the scope of existing software revenue
guidance, resulting in the recognition of revenue similar to that for other
tangible products. The new guidance requires expanded qualitative and
quantitative disclosures. The new guidance is effective for fiscal years
beginning on or after June 15, 2010. The guidance may be applied either
prospectively from the beginning of the fiscal year for new or materially
modified arrangements or retrospectively. The Company does not expect this
new guidance to have a material impact on its consolidated financial
statements.
26
In July 2010, the FASB issued guidance to improve the disclosures
that a company provides about the credit quality of its financing
receivables and the related allowance for credit losses. As a result of
these amendments, a company is required to disaggregate by portfolio
segment or class certain existing disclosures and provide certain new
disclosures about its financing receivables and related allowance for
credit losses. The disclosures as of the end of a reporting period are
effective for Landauer for its fiscal 2011 first quarter ending
December 31, 2010. The disclosures about activity that occurs during a
reporting period are effective for Landauer beginning with its fiscal 2011
second quarter ending March 31, 2011. The new guidance impacts only
financial statement disclosures, and, therefore, will not impact the
Company's consolidated financial statements.
RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS
Effective October 1, 2009, the Company adopted guidance that amends
the accounting for business combinations, and the accounting and reporting
for a noncontrolling interest in a subsidiary. The amended guidance aims to
improve, simplify, and converge internationally the accounting for and
reporting of business combinations and noncontrolling interests in
consolidated financial statements. The Company applied the amended guidance
for business combinations to its fiscal 2010 acquisitions. Additional
disclosures regarding the business combinations are contained under the
footnote "Business Combinations" in Item 8 of this Annual Report on
Form 10-K. Upon adoption of the guidance for a noncontrolling interest, the
Company reclassified amounts formerly presented as minority interest to
noncontrolling interest as a separate component of stockholders equity in
the consolidated balance sheets and as net income attributable to
noncontrolling interest in the consolidated statements of income.
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 2011" in Item 7 of this
Annual Report on Form 10-K, 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; the ability to protect and utilize the
Company's intellectual property; continued customer acceptance of the
InLight technology; the adaptability of optically stimulated luminescence
(OSL) technology to new platforms and formats; military and other
government funding for the purchase of certain of the Company's equipment
and services; the impact on sales and pricing of certain customer group
purchasing arrangements; the costs associated with the Company's research
and business development efforts; the usefulness of older technologies and
related licenses and intellectual property; the effectiveness of and costs
associated with the Company's IT platform enhancements; 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 ability to integrate the operations of
acquired businesses and to realize the expected benefits of acquisitions;
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
27
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 what is anticipated today. 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
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires that
management make assumptions and estimates that affect the results of
operations and the amounts of assets and liabilities reported in the
financial statements as well as related disclosures. 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. Below are the critical accounting policies which have been
applied in the preparation of the Company's financial statements and
accompanying notes.
REVENUE RECOGNITION AND DEFERRED CONTRACT REVENUE
The source of Radiation Monitoring segment 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 in the Radiation
Monitoring segment 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, quarterly, semi-annually or annually) 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 Company, through its Medical Physics segment, offers full scope
medical physics services to hospitals and radiation therapy centers.
Services offered include, but are not limited to, clinical physics support
in radiation oncology, commissioning services, special projects support and
imaging physics services. Delivery of the medical physics services can be
of a contracted, recurring nature or as a discrete project with a defined
service outcome. Recurring services often are provided on the customer's
premises by a full-time employee or fraction of a full-time employee. These
services are recognized as revenue on a straight-line basis over the life
of the contract. Fee for service projects' revenue is recognized when the
service is delivered.
Contracted services are billed on an agreed-upon recurring basis,
either in advance or arrears of the service being delivered. Customers may
be billed monthly, quarterly, or at some other regular interval over the
contracted period. The amounts recorded as deferred revenue represent
invoiced amounts in advance of delivery of the service. Management believes
that the amount of deferred contract revenue fairly represents remaining
business activity with customers invoiced in advance. Fee for service
revenue is typically associated with much shorter contract periods, or with
discrete individual projects. Invoicing is usually done after completion of
the project and customer acceptance thereof.
28
The amounts recorded as deferred contract revenue in the consolidated
balance sheets represent invoiced amounts in advance of delivery of the
service, and are net of services rendered through the respective
consolidated balance sheet date. Such advance billings amounted to $14.3
million and $15.6 million, respectively, as of September 30, 2010 and 2009.
PROPERTY, PLANT & EQUIPMENT AND OTHER ASSETS
Maintenance and repairs are charged to expense, and renewals and
betterments are capitalized. 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,
five to eight years for internal software and thirty months to eight years
for other assets. The Company 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.
The Company capitalizes costs of software which is acquired,
internally developed, or modified solely to meet the Company's internal
needs. In accordance with FASB authoritative guidance, internal and
external costs incurred to develop internal-use computer software during
the application development stage are capitalized. Costs incurred during
the preliminary project stage as well as training costs and maintenance
costs during the postimplementation-operation stage are expensed.
Capitalized costs of software amounted to $10.9 million, $6.1 million and
$10.6 million, respectively, for fiscal 2010, 2009 and 2008. In fiscal
2010, $10.5 million of the capitalized software costs was related to the
Company's initiative to replace various business processes and replace
components of its information technology systems that support customer
relationship management and the order-to-cash cycle.
GOODWILL AND OTHER INTANGIBLE ASSETS
The Company's intangible assets include purchased customer lists,
licenses, patents, trademarks, tradenames and goodwill. 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 20 years. The Company
acquired goodwill primarily from its acquisitions of Landauer-Europe,
SAPRA-Landauer and GPS as well as other smaller investments. Goodwill as
well as trademarks and tradenames have indefinite lives.
FASB authoritative guidance requires that goodwill and certain
intangible assets with indefinite lives be reviewed periodically for
impairment. Reporting units are business components one level below the
operating segment level for which discrete financial information is
available and reviewed by segment management. Per guidance, two or more
components of an operating segment should be aggregated and deemed a single
reporting unit if the components have similar economic characteristics and
are economically interdependent, among other factors. As a result of this
aggregation, the Company has two reporting units, Radiation Monitoring and
Medical Physics. The Company performs an impairment test for each of its
reporting units with goodwill annually and, for goodwill and other
intangible assets that are not being amortized, whenever events or changes
in circumstances indicate that the carrying amount of the asset may not be
recoverable. Triggering events include, but are not limited to, a
current-period operating or cash flow loss; a product, technology, or
service introduced by a competitor; or a loss of key personnel. When such
events or changes in circumstances occur, the Company performs a financial
analysis of future undiscounted cash flows projections by asset or asset
group.
29
Impairment testing is performed in two steps. In performing the first
step of the impairment test, the Company compares the fair value of a
reporting unit to its carrying value. If the carrying value were to exceed
the fair value of a reporting unit, step two of the test would be performed
to determine the amount of impairment. The Company estimates the fair value
of its reporting units using a discounted cash flow model. The discounted
cash flow analysis establishes fair value by estimating the present value
of the projected future cash flows to be generated from a reporting unit
over several periods, plus a terminal value at the end of that time
horizon. A range of discount rates and perpetuity growth rates is
considered. To further substantiate the estimated fair value, the Company
compares the aggregate fair value of its reporting units to its market
capitalization. Inherent in the fair value determination of the Company's
reporting units are certain judgments and estimates relating to future cash
flows, including management's interpretation of current economic indicators
and market conditions, and assumptions about the Company's strategic plans
with regard to its operations. To the extent additional information arises,
market conditions change or the Company's strategies change, it is possible
that the conclusion regarding whether the Company's goodwill is impaired
could change and result in future goodwill impairment charges that will
have a material effect on the Company's consolidated financial position or
results of operations.
As a result of its testing and review for impairment, the Company
determined that no impairment was required to be recognized as of
September 30, 2010. The Company's reporting units estimated fair values are
significantly in excess of net asset carrying values, and were not at risk
of failing step one of the impairment test. The fair values of the
Company's reporting units exceeded their carrying values each by a minimum
of 117%, which represents the Medical Physics reporting unit. Information
regarding the value of goodwill and other intangible assets is presented
under the footnote "Goodwill and Other Intangible Assets" in Item 8 of this
Annual Report on Form 10-K.
INCOME TAXES
The Company estimates the income tax provision for income taxes that
are currently payable, and records deferred tax assets and liabilities for
the temporary differences in tax consequences between the financial
statements and tax returns. Temporary differences result from, among other
events, revenues, expenses, gains, or losses that are included in taxable
income of an earlier or later year than the year in which they are
recognized in financial income. 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.
Management exercises significant judgment in the valuation of its
current and deferred tax assets and liabilities. The Company recognizes the
financial statement effects of its tax positions in its current and
deferred tax assets and liabilities when it is more likely than not that
the position will be sustained upon examination by a taxing authority.
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" in Item 8 of this Annual Report on Form 10-K.
30
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 rates used to determine plan
expenses were 5.59% for both pension and other benefits in fiscal 2010, and
7.34% for pension benefits and 7.50% for other benefits in fiscal 2009. For
fiscal 2010 expense, the expected long-term rate of return of plan assets
was 6.50%, unchanged from fiscal 2009. In establishing the rate, management
considered the historical rates of return and the current and planned asset
classes of the plan investment portfolio. The weighted-average discount
rate used to determine benefit obligations at September 30, 2010 was 5.08%
compared to the September 30, 2009 rate of 5.59%, 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, 2010.
In determining the rate of compensation increase of 3.50% for plan expenses
during fiscal 2009 and benefit obligations at September 30, 2009,
management considered historical Company increases, market expectations and
expected future Company increases. The rate of compensation increase was
not relevant to the plans in fiscal 2010 due to the plan freeze which
occurred in fiscal 2009.
The Company recognizes on its balance sheet the amount by which the
projected benefit obligations of its defined benefit plans exceed the fair
value of plan assets. Subsequent changes in the funded status of the plans
as a result of future transactions and events, amortization of previously
unrecognized costs, and changes to actuarial assumptions are recognized as
an asset or a liability and amortized as components of net periodic pension
cost or accumulated other comprehensive income. 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" in Item 8 of this Annual Report on
Form 10-K.
STOCK-BASED COMPENSATION
The Company measures and recognizes compensation cost at fair value
for all stock-based awards, net of the estimated impact of forfeited
awards. The Company granted stock options in years prior to fiscal 2006.
The fair values of options were estimated using a Black-Scholes option
pricing model. In addition to stock options, key employees and/or
non-employee directors are eligible to receive performance shares and
restricted stock. 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. 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
31
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. Compensation expense for restricted stock is recognized ratably
over the vesting period.
Forfeitures of awards are estimated at the time of grant and
stock-based compensation cost is 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" in Item 8 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 reporting 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 2010 by approximately
$550 and $1,000, respectively. Historically, the Company believes that
adverse changes in foreign exchange rates have not materially impacted its
financial condition.
32
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CONSOLIDATED BALANCE SHEETS
LANDAUER, INC. AND SUBSIDIARIES
AS OF SEPTEMBER 30,
(Dollars in Thousands) 2010 2009
- ---------------------- -------- --------
ASSETS
Current assets:
Cash and cash equivalents. . . . . . . . . . . . $ 7,659 $ 36,493
Receivables, net of allowances of $852 in
2010 and $622 in 2009. . . . . . . . . . . . . 23,702 20,663
Inventories. . . . . . . . . . . . . . . . . . . 6,066 4,063
Prepaid income taxes . . . . . . . . . . . . . . 5,403 3,743
Prepaid expenses and other current assets. . . . 3,327 3,575
-------- --------
Current assets . . . . . . . . . . . . . . . . . . . 46,157 68,537
-------- --------
Property, plant and equipment, at cost:
Land and improvements. . . . . . . . . . . . . . 619 619
Buildings and improvements . . . . . . . . . . . 4,346 4,346
Internal software. . . . . . . . . . . . . . . . 39,413 31,226
Equipment. . . . . . . . . . . . . . . . . . . . 40,928 31,159
-------- --------
85,306 67,350
Accumulated depreciation and amortization. . . . . . (45,491) (41,199)
-------- --------
Net property, plant and equipment. . . . . . . . . . 39,815 26,151
-------- --------
Equity in joint venture. . . . . . . . . . . . . . . 8,446 7,421
Goodwill . . . . . . . . . . . . . . . . . . . . . . 39,268 13,384
Intangible assets, net of accumulated amortiza-
tion of $5,374 in 2010 and $4,595 in 2009. . . . . 10,002 3,996
Dosimetry devices, net of accumulated amortiza-
tion of $8,894 in 2010 and $11,614 in 2009 . . . . 5,579 4,583
Other assets . . . . . . . . . . . . . . . . . . . . 1,429 1,133
-------- --------
ASSETS . . . . . . . . . . . . . . . . . . . . . . . $150,696 $125,205
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable . . . . . . . . . . . . . . . . $ 7,180 $ 5,193
Dividends payable. . . . . . . . . . . . . . . . 5,143 4,996
Deferred contract revenue. . . . . . . . . . . . 14,305 15,632
Short-term debt. . . . . . . . . . . . . . . . . 12,504 -
Accrued compensation and related costs . . . . . 5,008 4,876
Other accrued expenses . . . . . . . . . . . . . 5,412 6,178
-------- --------
Current liabilities. . . . . . . . . . . . . . . . . 49,552 36,875
-------- --------
Non-current liabilities:
Pension and postretirement obligations . . . . . 10,089 8,238
Deferred income taxes. . . . . . . . . . . . . . 9,934 4,608
Other non-current liabilities. . . . . . . . . . 1,418 1,030
-------- --------
Non-current liabilities. . . . . . . . . . . . . . . 21,441 13,876
-------- --------
33
CONSOLIDATED BALANCE SHEETS
(CONTINUED)
LANDAUER, INC. AND SUBSIDIARIES
AS OF SEPTEMBER 30,
(Dollars in Thousands) 2010 2009
- ---------------------- -------- --------
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; 9,452,765
and 9,381,098 issued and outstanding,
respectively, in 2010 and 2009 . . . . . . . . . . 945 938
Additional paid in capital . . . . . . . . . . . . . 32,688 30,834
Accumulated other comprehensive loss . . . . . . . . (783) (515)
Retained earnings. . . . . . . . . . . . . . . . . . 45,940 42,504
-------- --------
Landauer, Inc. stockholders' equity. . . . . . . . . 78,790 73,761
Noncontrolling interest. . . . . . . . . . . . . . . 913 693
-------- --------
Stockholders' equity . . . . . . . . . . . . . . . . 79,703 74,454
-------- --------
LIABILITIES AND STOCKHOLDERS' EQUITY . . . . . . . . $150,696 $125,205
======== ========
The accompanying notes are an integral part of these financial statements.
34
CONSOLIDATED STATEMENTS OF INCOME
LANDAUER, INC. AND SUBSIDIARIES
FOR THE YEARS ENDED SEPTEMBER 30,
(Dollars in Thousands,
Except per Share) 2010 2009 2008
- ---------------------- -------- -------- --------
Net revenues . . . . . . . . . . . . . . . . $114,367 $ 93,827 $ 89,954
-------- -------- --------
Costs and expenses:
Cost of sales. . . . . . . . . . . . . . 44,478 30,766 28,914
Selling, general, and administrative . . 33,224 27,891 26,589
Net defined benefit plan curtailment
loss and transition costs. . . . . . . - 2,236 -
Impairment and accelerated deprecia-
tion charges . . . . . . . . . . . . . - - 376
Acquisition and reorganization costs . . 2,028 416 -
-------- -------- --------
79,730 61,309 55,879
-------- -------- --------
Operating income . . . . . . . . . . . . . . 34,637 32,518 34,075
Equity in income of joint venture. . . . . . 1,501 1,575 1,351
Other (expense) income, net. . . . . . . . . (105) 624 1,005
-------- -------- --------
Income before taxes. . . . . . . . . . . . . 36,033 34,717 36,431
Income taxes . . . . . . . . . . . . . . . . 11,893 11,071 13,118
-------- -------- --------
Net income . . . . . . . . . . . . . . . . . 24,140 23,646 23,313
Less: Net income attributed to
noncontrolling interest. . . . . . . . . 466 280 330
-------- -------- --------
Net income attributed to Landauer, Inc.. . . $ 23,674 $ 23,366 $ 22,983
======== ======== ========
Net income per share attributable to
Landauer, Inc. shareholders:
Basic. . . . . . . . . . . . . . . . . $ 2.53 $ 2.51 $ 2.48
Weighted average basic
shares outstanding . . . . . . . . . 9,310 9,293 9,237
Diluted. . . . . . . . . . . . . . . . $ 2.52 $ 2.49 $ 2.46
Weighted average diluted
shares outstanding . . . . . . . . . 9,349 9,366 9,302
======== ======== ========
The accompanying notes are an integral part of these financial statements.
35
<table>
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
AND COMPREHENSIVE INCOME
LANDAUER, INC. AND SUBSIDIARIES
<caption>
Landauer, Inc. Stockholders' Equity
-----------------------------------------------------
Accumulated
Other
Compre- Total Compre-
Common Additional hensive Non- Stock hensive
(Dollars Stock Common Paid In Income Retained controlling holders' Income
in Thousands) Shares Stock Capital (Loss) Earnings Interest Equity (Loss)
- ------------- ---------- -------- ---------- ----------- -------- ----------- -------- --------
<s> <c> <c> <c> <c> <c> <c> <c> <c>
BALANCE SEPTEMBER 30,
2007 . . . . . . . . . . . 9,210,861 $ 921 $ 23,581 $ (509) $ 35,517 $ 288 $ 59,798
Adoption of new income
tax accounting guidance. . - - - - (231) - (231)
Stock-based compensation
arrangements . . . . . . . 121,647 12 5,245 - - - 5,257
Contributions from non-
controlling interests. . . - - - - - 121 121
Dividends. . . . . . . . . . - - - - (18,562) (167) (18,729)
Net income . . . . . . . . . - - - - 22,983 330 23,313 $23,313
Foreign currency trans-
lation adjustment. . . . . - - - (235) - (27) (262) (262)
Defined benefit pension
and postretirement
plans activity . . . . . . - - - 1,033 - - 1,033 1,033
--------- ----- -------- -------- -------- ------- -------- --------
Comprehensive Income . . . . $ 24,084
========
36
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
AND COMPREHENSIVE INCOME (CONTINUED)
LANDAUER, INC. AND SUBSIDIARIES
Landauer, Inc. Stockholders' Equity
-----------------------------------------------------
Accumulated
Other
Compre- Total Compre-
Common Additional hensive Non- Stock hensive
(Dollars Stock Common Paid In Income Retained controlling holders' Income
in Thousands) Shares Stock Capital (Loss) Earnings Interest Equity (Loss)
- ------------- ---------- -------- ---------- ----------- -------- ----------- -------- --------
BALANCE SEPTEMBER 30,
2008 . . . . . . . . . 9,332,508 $ 933 $ 28,826 $ 289 $ 39,707 $ 545 $70,300
Adoption of new post-
retirement life
insurance arrangements
accounting guidance. . - - - - (900) - (900)
Stock-based compensa-
tion arrangements. . . 48,590 5 2,008 - - - 2,013
Dividends. . . . . . . . - - - - (19,669) (151) (19,820)
Net income . . . . . . . - - - - 23,366 280 23,646 $ 23,646
Foreign currency trans-
lation adjustment. . . - - - 1,243 - 19 1,262 1,262
Defined benefit pension
and postretirement
plans activity . . . . - - - (2,047) - - (2,047) (2,047)
--------- ----- -------- -------- -------- ------- -------- --------
Comprehensive Income . . $ 22,861
========
BALANCE SEPTEMBER 30,
2009 . . . . . . . . . 9,381,098 $ 938 $ 30,834 $ (515) $ 42,504 $ 693 $74,454
Stock-based compensa-
tion arrangements. . . 71,667 7 1,854 - - - 1,861
Dividends. . . . . . . . - - - - (20,238) (273) (20,511)
Net income . . . . . . . - - - - 23,674 466 24,140 $ 24,140
Foreign currency trans-
lation adjustment. . . - - - 579 - 27 606 606
Defined benefit pension
and postretirement
plans activity . . . . - - - (847) - - (847) (847)
--------- ----- -------- -------- -------- ------- -------- --------
Comprehensive Income . . $ 23,899
========
BALANCE SEPTEMBER 30,
2010 . . . . . . . . . 9,452,765 $ 945 $ 32,688 $ (783) $ 45,940 $ 913 $ 79,703
========= ===== ======== ======== ======== ======= ========
<fn> The accompanying notes are an integral part of these financial statements.
37
</table>
CONSOLIDATED STATEMENTS OF CASH FLOWS
LANDAUER, INC. AND SUBSIDIARIES
FOR THE YEARS ENDED SEPTEMBER 30,
(Dollars in Thousands) 2010 2009 2008
- ---------------------- -------- -------- --------
Cash flows from operating activities:
Net income . . . . . . . . . . . . . . . . $ 24,140 $ 23,646 $ 23,313
Adjustments to reconcile net income to net
cash provided by operating activities:
Accelerated depreciation charges . . . . . - - 376
Depreciation and amortization. . . . . . . 6,681 5,845 6,377
Equity in net income of joint venture. . . (1,501) (1,575) (1,351)
Dividends from joint venture . . . . . . . 1,104 1,062 894
Stock-based compensation and related net
tax benefits . . . . . . . . . . . . . . 1,802 3,013 1,589
Defined benefit plans curtailment loss . . - 1,350 -
(Increase) decrease in accounts
receivable, net. . . . . . . . . . . . . (619) (872) 55
(Increase) decrease in prepaid taxes . . . (1,649) 3,357 (6,198)
Other operating assets, net. . . . . . . . (1,994) (1,627) (1,670)
Increase in dosimetry devices at cost. . . (2,811) (1,856) (1,235)
(Decrease) increase in accounts payable
and other accrued liabilities. . . . . . (1,092) 1,229 3,286
(Decrease) increase in deferred contract
revenue. . . . . . . . . . . . . . . . . (2,807) (59) 1,782
Increase (decrease) in long-term pension
and postretirement obligations . . . . . 514 (4,934) 666
Other operating liabilities, net . . . . . 85 (443) 576
Deferred taxes, net. . . . . . . . . . . . 4,421 2,073 6,191
-------- -------- --------
Net cash provided by operating activities. . . 26,274 30,209 34,651
-------- -------- --------
Cash flows used by investing activities:
Acquisition of businesses, net of
cash acquired. . . . . . . . . . . . . . (32,014) - (498)
Acquisition of property, plant &
equipment. . . . . . . . . . . . . . . . (15,978) (9,126) (7,533)
-------- -------- --------
Net cash used by investing activities. . . . . (47,992) (9,126) (8,031)
-------- -------- --------
Cash flows used by financing activities:
Net borrowings on revolving credit
facility . . . . . . . . . . . . . . . . 12,504 - -
Dividends paid to stockholders . . . . . . (20,091) (19,360) (18,270)
Dividends paid to noncontrolling
interest . . . . . . . . . . . . . . . . (273) (151) (167)
Proceeds from the exercise of stock
options. . . . . . . . . . . . . . . . . 571 590 4,011
Excess tax benefit from stock-based
compensation arrangements. . . . . . . . 426 228 1,019
-------- -------- --------
Net cash used by financing activities. . . . . (6,863) (18,693) (13,407)
-------- -------- --------
38
CONSOLIDATED STATEMENTS OF CASH FLOWS
(CONTINUED)
LANDAUER, INC. AND SUBSIDIARIES
FOR THE YEARS ENDED SEPTEMBER 30,
(Dollars in Thousands) 2010 2009 2008
- ---------------------- -------- -------- --------
Effects of foreign currency
translation. . . . . . . . . . . . . . . (253) 165 (344)
Net (decrease) increase in cash
and cash equivalents . . . . . . . . . . . . (28,834) 2,555 12,869
Opening balance -
cash and cash equivalents. . . . . . . . . . 36,493 33,938 21,069
-------- -------- --------
Ending balance -
cash and cash equivalents. . . . . . . . . . $ 7,659 $ 36,493 $ 33,938
======== ======== ========
Supplemental disclosure of cash flow
information:
Cash paid for interest . . . . . . . . . . $ 365 $ 15 $ 12
======== ======== ========
Cash paid for income taxes . . . . . . . . $ 8,746 $ 7,515 $ 10,213
======== ======== ========
The accompanying notes are an integral part of these financial statements.
39
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
LANDAUER, INC. AND SUBSIDIARIES
(Dollars in thousands)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF CONSOLIDATION
The accompanying consolidated financial statements include the
accounts of Landauer, Inc.; Landauer-Europe, Ltd., HomeBuyer's Preferred,
Inc., and businesses acquired during fiscal 2010, Global Physics Solutions,
Inc. ("GPS"), Gammadata Matteknik AB ("GDM"), and Landauer Persondosimetri
AB ("PDM"), 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 Radiation Monitoring segment 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 in the Radiation
Monitoring segment 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, quarterly, semi-annually or annually) 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.
40
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.
The Company, through its Medical Physics segment, offers full scope
medical physics services to hospitals and radiation therapy centers.
Services offered include, but are not limited to, clinical physics support
in radiation oncology, commissioning services, special projects support and
imaging physics services. Delivery of the medical physics services can be
of a contracted, recurring nature or as a discrete project with a defined
service outcome. Recurring services often are provided on the customer's
premises by a full-time employee or fraction of a full-time employee. These
services are recognized as revenue on a straight-line basis over the life
of the contract. Fee for service projects' revenue is recognized when the
service is delivered.
Contracted services are billed on an agreed-upon recurring basis,
either in advance or arrears of the service being delivered. Customers may
be billed monthly, quarterly, or at some other regular interval over the
contracted period. The amounts recorded as deferred revenue represent
invoiced amounts in advance of delivery of the service. Management believes
that the amount of deferred contract revenue fairly represents remaining
business activity with customers invoiced in advance.
Fee for service revenue is typically associated with much shorter
contract periods, or with discrete individual projects. Invoicing is
usually done after completion of the project and customer acceptance
thereof.
Additional medical physics services under the full scope offering of
the medical physics practice groups comprising the Medical Physics segment
include radiation center design and consulting, accreditation work and
quality assurance reviews.
RESEARCH AND DEVELOPMENT
The cost of research and development programs is charged to selling,
general and administrative expense as incurred and amounted to
approximately $2,285, $1,948, and $1,837 in fiscal 2010, 2009 and 2008,
respectively. 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, three
to eight years for equipment and five to eight years for internal software.
Dosimetry devices, principally badges, and software are amortized on a
straight-line basis over their estimated lives, which are thirty months to
eight 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 $748, $572 and $532 in fiscal 2010, 2009, and 2008,
respectively.
41
INCOME TAXES
Landauer files income tax returns in the jurisdictions in which it
operates. The Company estimates the income tax provision for income taxes
that are currently payable, and records deferred tax assets and liabilities
for the temporary differences in tax consequences between the financial
statements and tax returns. The Company would record a valuation allowance
in situations where the realization of deferred tax assets is not more
likely than not. The Company recognizes the financial statement effects of
its tax positions in its current and deferred tax assets and liabilities
when it is more likely than not that the position will be sustained upon
examination by a taxing authority. Further information regarding the
Company's income taxes is contained under the footnote "Income Taxes" 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.
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
The components of accumulated other comprehensive income (loss)
included in the accompanying consolidated balance sheets consist of defined
benefit pension and postretirement 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 balances in accumulated other comprehensive income (loss)
for the years ended September 30:
(Dollars in Thousands) 2010 2009 2008
- ---------------------- -------- -------- --------
Foreign currency translation adjustment. . . . $ 2,000 $ 1,421 $ 168
Defined benefit pension and
postretirement plans activity. . . . . . . . (2,783) (1,936) 121
-------- -------- --------
Total accumulated other comprehensive
(loss) income. . . . . . . . . . . . . . . . $ (783) $ (515) $ 289
======== ======== ========
STOCK-BASED COMPENSATION
The Company measures and recognizes 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 $1,287, $2,152 and $1,200 for fiscal 2010, 2009 and 2008,
respectively. The total income tax benefit recognized in the consolidated
statements of income related to expense for stock-based compensation was
approximately $475, $777 and $484 during fiscal 2010, 2009 and 2008,
respectively.
42
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. Compensation
expense was 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 2010, 2009 and 2008 was $61.51, $59.12 and
$51.41, 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.
Further information on these benefit plans is contained under the footnote
"Employee Benefit Plans" of this Annual Report on Form 10-K.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In June 2009, the Financial Accounting Standards Board ("FASB")
approved amended guidance for determining whether an entity is a variable
interest entity ("VIE"). The guidance requires an enterprise to perform an
analysis to determine whether a company's variable interest gives it a
controlling financial interest in a VIE. A company would be required to
assess whether it has the power to direct the activities of a VIE that most
significantly impact the entity's economic performance and the obligation
to absorb losses of the entity or the right to receive benefits from the
entity. In addition, on-going reassessments of whether an enterprise is the
primary beneficiary of a VIE and additional disclosures about an
enterprise's involvement in VIEs are required. The new guidance is
effective for fiscal years beginning on or after November 15, 2009. The
Company does not expect this new guidance to have a material impact on its
consolidated financial statements.
In September 2009, the FASB approved the issuance of new guidance for
arrangements with multiple deliverables and arrangements that include
software elements. By providing another alternative for determining the
selling price of deliverables, the new guidance will allow companies to
allocate arrangement consideration in multiple deliverable arrangements in
a manner that better reflects the transaction's economics and will often
result in earlier revenue recognition. In addition, the residual method of
allocating arrangement consideration is no longer permitted under the new
guidance. The new guidance for arrangements that include software elements
43
removes non-software components of tangible products and certain software
components of tangible products from the scope of existing software revenue
guidance, resulting in the recognition of revenue similar to that for other
tangible products. The new guidance requires expanded qualitative and
quantitative disclosures. The new guidance is effective for fiscal years
beginning on or after June 15, 2010. The guidance may be applied either
prospectively from the beginning of the fiscal year for new or materially
modified arrangements or retrospectively. The Company does not expect this
new guidance to have a material impact on its consolidated financial
statements.
In July 2010, the FASB issued guidance to improve the disclosures
that a company provides about the credit quality of its financing
receivables and the related allowance for credit losses. As a result of
these amendments, a company is required to disaggregate by portfolio
segment or class certain existing disclosures and provide certain new
disclosures about its financing receivables and related allowance for
credit losses. The disclosures as of the end of a reporting period are
effective for Landauer for its fiscal 2011 first quarter ending
December 31, 2010. The disclosures about activity that occurs during a
reporting period are effective for Landauer beginning with its fiscal 2011
second quarter ending March 31, 2011. The new guidance impacts only
financial statement disclosures, and, therefore, will not impact the
Company's consolidated financial statements.
RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS
Effective October 1, 2009, the Company adopted guidance that amends
the accounting for business combinations, and the accounting and reporting
for a noncontrolling interest in a subsidiary. The amended guidance aims to
improve, simplify, and converge internationally the accounting for and
reporting of business combinations and noncontrolling interests in
consolidated financial statements. The Company applied the amended guidance
for business combinations to its fiscal 2010 acquisitions. Additional
disclosures regarding the business combinations are contained under the
footnote "Business Combinations" of this Annual Report on Form 10-K. Upon
adoption of the guidance for a noncontrolling interest, the Company
reclassified amounts formerly presented as minority interest to
noncontrolling interest as a separate component of stockholders equity in
the consolidated balance sheets and as net income attributable to
noncontrolling interest in the consolidated statements of income.
2. BUSINESS COMBINATIONS
ACQUISITION OF GPS
On November 9, 2009, Landauer, Inc. completed the acquisition of all
of the issued and outstanding capital stock of GPS for $22,000. GPS is a
nationwide service provider of clinical physics support, equipment
commissioning and accreditation support, and imaging equipment testing. The
Company completed the acquisition of GPS as a platform to expand into the
medical physics services market and reports the operating results in the
recently formed Medical Physics reporting segment.
The consideration transferred included amounts applied by Landauer at
the closing to repay all of the outstanding indebtedness of GPS. Landauer
also deposited $1,000 of the consideration transferred into an escrow
account to be held for a period of 18 months and applied to the settlement
of the GPS stockholders' indemnification obligations, if any, in connection
with the transaction. The Company funded the consideration transferred
through a combination of borrowings under its credit agreement and cash on
hand.
44
The following table summarizes the $22,000 of consideration
transferred to acquire GPS and the assets acquired and liabilities assumed
based on their fair values as of the date of the acquisition.
(Dollars in Thousands)
----------------------
Current assets . . . . . . . . . . . . . . . $ 804
Property, plant and equipment. . . . . . . . 1,040
Intangible assets. . . . . . . . . . . . . . 5,300
Goodwill . . . . . . . . . . . . . . . . . . 17,380
Current liabilities. . . . . . . . . . . . . (918)
Other long-term liabilities. . . . . . . . . (250)
Long-term deferred taxes, net. . . . . . . . (1,356)
--------
Total assets acquired and
liabilities assumed. . . . . . . . . . . $ 22,000
========
The excess of the consideration transferred over the fair value of
the net tangible and intangible assets acquired resulted in goodwill of
$17,380, which is attributable primarily to the value of the acquired
assembled workforce and GPS' position as a leading provider in a large
fragmented growth market. The goodwill has been assigned to the newly
formed Medical Physics reporting segment. Approximately $4,230 of goodwill
is expected to be deductible for income tax purposes. The Company acquired
a tradename in the amount of $900 which has an indefinite life, and $4,400
of customer relationships which are being amortized over 15 years.
GPS revenues of $13,305 and net loss of $617 were recognized in the
Company's consolidated financial statements for the period from November 1,
2009 to September 30, 2010. The revenues and results of operations of GPS
from November 1 to the date of acquisition, November 9, were not material
to the consolidated financial statements.
OTHER ACQUISITIONS
During fiscal 2010, the Company completed other various acquisitions
which are presented in the aggregate as they were not individually material
to the Company's Consolidated Financial Statements.
On November 2, 2009, Landauer completed the acquisition of all issued
and outstanding capital stock of GDM, a Swedish provider of radon
measurement services. GDM is based near Stockholm, Sweden and provides
measurement services throughout the Scandinavian region and Europe. The
consideration transferred for GDM was $6,603. On October 2, 2009, Landauer
acquired the assets of a dosimetry service provider in Sweden, PDM. The
consideration transferred for PDM was $1,085. These acquisitions are
consistent with the Company's strategy to expand into new international
markets, primarily by investing in or acquiring existing radiation
monitoring service providers with a prominent local presence. These
acquisitions are reported in the Radiation Monitoring reporting segment.
On June 1, 2010, Landauer acquired certain assets of Upstate Medical
Physics, Inc. ("UMP"), a New York company providing imaging medical physics
services, for consideration transferred of $2,231. This acquisition is
aligned with the Company's strategy to expand into the medical physics
services market and is reported in the Medical Physics reporting segment.
The aggregate consideration transferred and the identifiable assets
acquired and liabilities assumed based on their fair values as of the date
of the GDM, PDM and UMP acquisitions were as follows:
45
(Dollars in Thousands)
----------------------
Current assets . . . . . . . . . . . . . . . $ 2,088
Property, plant and equipment. . . . . . . . 606
Intangible assets. . . . . . . . . . . . . . 1,389
Goodwill . . . . . . . . . . . . . . . . . . 8,130
Current liabilities. . . . . . . . . . . . . (2,157)
Other long-term liabilities. . . . . . . . . (137)
--------
Total assets acquired and
liabilities assumed. . . . . . . . . . . $ 9,919
========
The excess of the consideration transferred over the fair value of
the net tangible and intangible assets acquired resulted in goodwill for
these acquisitions of $8,130, of which $6,798 and $1,332 has been assigned
to the Radiation Monitoring segment and the Medical Physics segment,
respectively. Approximately $434 of goodwill is expected to be deductible
for income tax purposes. The Company acquired customer lists, the fair
value of which was determined to be $1,389, which are being amortized over
15 years.
The acquired businesses contributed revenues of $5,043 and net income
of $490 to the Company for the period from their respective dates of
acquisition to September 30, 2010.
UNAUDITED PROFORMA RESULTS
The following unaudited proforma summary presents consolidated
information of the Company as if these business combinations had occurred
as of the beginning of the respective periods.
September 30, 2010
------------------------------
Landauer, Inc. Landauer, Inc.
(Dollars in Thousands) Actual Proforma
---------------------- -------------- --------------
Revenues . . . . . . . . . . . $114,367 $119,196
Net income attributed to
Landauer, Inc. . . . . . . 23,674 25,130
September 30, 2009
------------------------------
Landauer, Inc. Landauer, Inc.
(Dollars in Thousands) Actual Proforma
---------------------- -------------- --------------
Revenues . . . . . . . . . . . $ 93,827 $111,573
Net income attributed to
Landauer, Inc. . . . . . . 23,366 22,884
The proforma results include: estimated interest expense in
connection with debt financing of the acquisitions; forfeiture of interest
income in fiscal 2009 as the cash balances on which interest was earned
were assumed to be used for acquisitions; elimination of pretax acquisition
and reorganization costs of $2,028 in fiscal 2010; the estimated
amortization of intangibles; and the income tax impact of these
adjustments. The unaudited proforma information is not necessarily
indicative of the results of operations that would have been achieved if
the acquisitions had been effective as of the beginning of the periods
presented.
46
3. ACQUISITION AND REORGANIZATION COSTS
During fiscal 2010, charges in the amount of $2,028 were recorded for
acquisition and reorganization costs in connection with the Company's
acquisitions as described under the footnote "Business Combinations" of
this Annual Report on Form 10-K. These costs were expensed as incurred in
accordance with business combination authoritative guidance adopted by the
Company on October 1, 2009. Such expenses were primarily for professional
fees with accounting, financial, legal and tax advisors to support the due
diligence, transaction structure and accounting for the acquisitions. In
addition, the charges included $510 in reorganization costs for severance
to support changes in selected roles in the GPS organization.
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 fiscal 2009, the Company recognized expense,
including severance, in the amount of $416 associated with these management
organizational changes.
4. 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 was to
transition from a defined benefit strategy for retirement benefits to a
defined contribution approach. These changes, effective March 31, 2009,
included 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 redesign of its retirement plans
will result in future cost savings while offering market based retirement
benefits to its employees.
In connection with the redesign of its retirement benefit plans, the
Company recognized charges of $2,236 during its second fiscal quarter of
2009. The charges included a one-time net curtailment loss, in accordance
with FASB authoritative guidance, in the amount of $1,125. In addition, the
charge also included costs of $1,111 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 fiscal 2009, the
Company made contributions of approximately $6,400 in excess of the
required annual pension plan payments to fund the remainder of the plan's
current unfunded balance.
5. 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
47
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 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. In fiscal 2008, the Company
recognized a non-cash charge of $376 for the remaining accelerated
depreciation on the assets to be retired.
6. INCOME PER COMMON SHARE
Basic net income per share was computed by dividing net income
available to common stockholders for the period by the weighted average
number of shares of common stock outstanding during the period. Diluted net
income per share was computed by dividing net income available to common
stockholders for the period by the weighted average number of shares of
common stock that would have been outstanding assuming dilution from
stock-based compensation awards during the period.
Effective October 1, 2009, the Company adopted authoritative guidance
which requires that unvested stock-based compensation awards that contain
non-forfeitable rights to dividends be treated as participating securities
and included in the computation of earnings per share pursuant to the
two-class method. The Company's time vested restricted stock is a
participating security. The guidance was applied retrospectively to all
periods presented. The following table sets forth the computation of net
income per share for the years ended September 30:
(Dollars in Thousands,
Except per Share) 2010 2009 2008
- ---------------------- -------- -------- --------
Basic Net Income per Share
Net income attributed to
Landauer, Inc. . . . . . . . . . . $ 23,674 $ 23,366 $ 22,983
Less: Income allocated to
unvested restricted stock. . . . . 91 81 93
-------- -------- --------
Net income available to
common stockholders. . . . . . . . $ 23,583 $ 23,285 $ 22,890
======== ======== ========
Basic weighted averages shares
outstanding. . . . . . . . . . . . . . 9,310 9,293 9,237
======== ======== ========
Net income per share - Basic . . . . . . $ 2.53 $ 2.51 $ 2.48
======== ======== ========
Diluted Net Income per Share
Net income attributed to
Landauer, Inc. . . . . . . . . . . $ 23,674 $ 23,366 $ 22,983
Less: Income allocated to
unvested restricted stock. . . . . 91 81 93
-------- -------- --------
Net income available to
common stockholders. . . . . . . . $ 23,583 $ 23,285 $ 22,890
======== ======== ========
Basic weighted averages shares
outstanding. . . . . . . . . . . . . . 9,310 9,293 9,237
Effect of dilutive securities. . . . . . 39 73 65
-------- -------- --------
Diluted weighted averages shares
outstanding. . . . . . . . . . . . . . 9,349 9,366 9,302
======== ======== ========
Net income per share - Diluted . . . . . $ 2.52 $ 2.49 $ 2.46
======== ======== ========
48
7. 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 $1,104, $1,062, and $894 from Nagase-Landauer, Ltd.
during fiscal 2010, 2009, and 2008, respectively. The Company's total sales
to Nagase-Landauer, Ltd., were $4,431, $4,399 and $2,203 during fiscal
2010, 2009 and 2008, respectively.
Condensed results of operations information for Nagase-Landauer, Ltd.
was as follows, converted into U.S. dollars at the average rate of
exchange, for the years ended September 30:
(Dollars in Thousands) 2010 2009 2008
- ---------------------- -------- -------- --------
Revenues . . . . . . . . . . . . . . . . $ 22,513 $ 20,886 $ 19,235
Gross profit . . . . . . . . . . . . . . 10,922 11,554 10,062
Income before income taxes . . . . . . . 4,911 5,804 4,885
Net income . . . . . . . . . . . . . . . 3,002 3,150 2,701
Condensed balance sheet information as of September 30, converted
into U.S. dollars at the then-current rate of exchange, was as follows:
(Dollars in Thousands) 2010 2009
---------------------- -------- --------
Current assets . . . . . . . . . . . $ 7,908 $ 15,406
Other assets . . . . . . . . . . . . 19,656 12,459
-------- --------
Total assets . . . . . . . . . . . . $ 27,564 $ 27,865
======== ========
Current liabilities. . . . . . . . . $ 8,535 $ 11,184
Other liabilities. . . . . . . . . . 2,137 1,839
Stockholders' equity . . . . . . . . 16,892 14,842
-------- --------
Total liabilities and
stockholders' equity . . . . . . $ 27,564 $ 27,865
======== ========
8. GOODWILL AND OTHER INTANGIBLE ASSETS
Changes in the carrying amount of goodwill, by reportable segment,
for the years ended September 30, 2010 and 2009 were as follows:
Radiation Medical
(Dollars in Thousands) Monitoring Physics Total
- ---------------------- ---------- -------- --------
Goodwill at September 30, 2008 . . . . $ 13,343 $ - $ 13,343
Effects of foreign currency. . . . 41 - 41
-------- -------- --------
Goodwill at September 30, 2009 . . . . $ 13,384 $ - $ 13,384
======== ======== ========
Increases related to acquisitions,
net of subsequent adjustments
for deferred taxes . . . . . . . . $ 6,760 $ 18,712 $ 25,472
Effects of foreign currency. . . . . 412 - 412
-------- -------- --------
Goodwill at September 30, 2010 . . . . $ 20,556 $ 18,712 $ 39,268
======== ======== ========
49
Intangible assets as of September 30 consisted of the following:
2010 2009
------------------------ -----------------------
Gross Gross
Carrying Accumulated Carrying Accumulated
(Dollars in Thousands) Amount Amortization Amount Amortization
- ---------------------- ---------- ------------ ---------- ------------
Customer lists . . . . . . $ 13,025 $ 4,523 $ 7,212 $ 3,636
Trademarks and
tradenames . . . . . . . 1,022 - 112 -
Licenses and patents . . . 752 294 605 402
Other intangibles. . . . . 577 557 662 557
-------- -------- -------- --------
Intangible assets. . . . . $ 15,376 $ 5,374 $ 8,591 $ 4,595
======== ======== ======== ========
The Company assumed customer lists and tradenames relating to the
business combinations completed during the year ended September 30, 2010.
The net book value of the acquired customer lists and other intangible
assets was $6,385 at September 30, 2010. Additional disclosures regarding
the business combinations is contained under the footnote "Business
Combinations" of this Annual Report on Form 10-K. Amortization of
intangible assets was $929, $615 and $658 for the years ended September 30,
2010, 2009 and 2008, respectively. Annual aggregate amortization expense
related to intangible assets is estimated to be approximately $900 for each
of the next three fiscal years and $880 for each of the two fiscal years
thereafter. As a result of its annual testing and review for impairment of
goodwill and other intangible assets, the Company determined that no
impairment was required to be recognized as of September 30, 2010.
9. INCOME TAXES
The components of pretax income for the years ended September 30 were
as follows:
(Dollars in Thousands) 2010 2009 2008
- ---------------------- -------- -------- --------
Pretax income:
U.S. . . . . . . . . . . . . . . . . $ 29,472 $ 29,377 $ 30,767
Foreign. . . . . . . . . . . . . . . 6,561 5,340 5,664
-------- -------- --------
Total pretax income. . . . . . . . . . . $ 36,033 $ 34,717 $ 36,431
======== ======== ========
The components of the provision for income taxes for the years ended
September 30 were as follows:
(Dollars in Thousands) 2010 2009 2008
- ---------------------- -------- -------- --------
Current:
U.S. Federal . . . . . . . . . . . . $ 5,426 $ 7,203 $ 3,829
State and local. . . . . . . . . . . 314 (275) 958
Foreign. . . . . . . . . . . . . . . 1,931 1,664 1,511
-------- -------- --------
Current tax provision. . . . . . . . . . $ 7,671 $ 8,592 $ 6,298
======== ======== ========
Deferred:
U.S. Federal . . . . . . . . . . . . $ 4,002 $ 2,373 $ 5,094
State and local. . . . . . . . . . . 221 98 1,441
Foreign. . . . . . . . . . . . . . . (1) 8 285
-------- -------- --------
Deferred tax provision . . . . . . . $ 4,222 $ 2,479 $ 6,820
======== ======== ========
Income tax provision . . . . . . . . . . $ 11,893 $ 11,071 $ 13,118
======== ======== ========
50
The effective tax rates for the fiscal years ended September 30,
2010, 2009 and 2008 were 33.0%, 31.9% and 36.0%, respectively. The fiscal
2010 effective tax rate increased primarily due to the nondeductibility of
certain acquisition costs and the elimination of certain tax credits
realized in fiscal 2009. The following is a reconciliation of the U.S.
federal statutory rate of 35% to the effective income tax rate:
2010 2009 2008
-------- -------- --------
U.S. Federal statutory rate. . . . . . . 35.0% 35.0% 35.0%
State and local taxes
net of Federal tax benefit . . . . . . 1.0% 0.9% 4.3%
Lower rates on Foreign operations. . . . (1.0%) (0.7%) (1.3%)
Non-taxed equity earnings. . . . . . . . (1.4%) (1.6%) (1.3%)
Foreign tax credit impact, net . . . . . (1.4%) (1.1%) (1.1%)
Other. . . . . . . . . . . . . . . . . . 0.8% (0.6%) 0.4%
------ ------ ------
Effective income tax rate. . . . . . . . 33.0% 31.9% 36.0%
====== ====== ======
The tax effects of temporary differences that gave rise to deferred
income tax assets and liabilities consisted of the following at
September 30:
(Dollars in Thousands) 2010 2009
---------------------- -------- --------
Deferred tax assets:
Pension accrual. . . . . . . . . $ 2,706 $ 2,617
Compensation expense . . . . . . 1,786 570
Accrued mitigation . . . . . . . 235 234
Medical insurance claims . . . . 412 496
Net operating losses . . . . . . 596 -
Allowance for uncollectible
accounts . . . . . . . . . . . 224 167
Accruals not currently
deductible . . . . . . . . . . 304 137
Other. . . . . . . . . . . . . . 364 228
-------- --------
$ 6,627 $ 4,449
-------- --------
Deferred tax liabilities:
Depreciation . . . . . . . . . . $ 2,506 $ 1,303
Software development . . . . . . 9,674 5,678
Intangible asset amortiza-
tion . . . . . . . . . . . . . 2,922 406
Accrued income . . . . . . . . . 260 264
Other. . . . . . . . . . . . . . 186 430
-------- --------
$ 15,548 $ 8,081
-------- --------
Net deferred tax liability . . . . . $ (8,921) $ (3,632)
======== ========
The Company believes that the realization of deferred tax assets is
more likely than not based upon the expectation the Company will generate
the necessary taxable income in the future periods. Therefore, no valuation
allowances have been provided.
The Company has not recorded U.S. Federal and state tax provisions
for the undistributed earnings of certain foreign subsidiaries. It is the
Company's intention to indefinitely reinvest accumulated cash balances,
future cash flows and post-acquisition undistributed earnings and profits
to make capital improvements, grow and expand the foreign operations. In
accordance with this plan, cash held by certain foreign subsidiaries will
not be available for U.S. Company operations and under current laws will
not be subject to U.S. taxation. As of September 30, 2010 and 2009,
cumulative undistributed earnings attributable to certain foreign
operations were approximately $23,526 and $23,876, respectively.
51
As of September 30, 2010, the Company had federal net operating
losses of $1,412 subject to an overall annual Internal Revenue code section
382 limitation of $862. The federal net operating loss carryforwards will
expire between 2028 and 2029. The Company had state net operating losses of
$1,165 as of September 30, 2010. The state net operating loss carryforwards
will predominantly expire between 2013 and 2029. The Company believes that
the full utilization of the net operating loss carryforwards prior to their
expiration is more likely than not based upon the expectation the Company
will generate the necessary taxable income in future periods.
As of September 30, 2010, the Company's U.S. income tax returns for
fiscal 2007 and subsequent years remain subject to examination by the
Internal Revenue Service ("IRS"). The Company is not currently under audit
by the IRS. State income tax returns generally have statute of limitations
for periods between three and four years from the date of filing. The
Company's major foreign jurisdiction, France, has its income tax returns
for fiscal 2007 and subsequent years subject to examination. The Company's
French subsidiary is currently under audit for fiscal 2007 through 2009.
The Company's other foreign operations have statute of limitations on the
examination of tax returns for periods between two and eight years.
The Company operates in numerous taxing jurisdictions and is subject
to regular examinations by various U.S. federal, state, local and foreign
jurisdictions for various tax periods. The Company's income tax positions
are based on research and interpretations of the income tax laws and
rulings in each of the jurisdictions in which it does business. Due to the
subjectivity of interpretations of the income tax laws and rulings in each
jurisdiction, the differences and interplay in tax laws between those
jurisdictions as well as the inherent uncertainty in estimating the final
resolution of complex tax audit matters, the Company's estimates of income
tax liabilities may differ from actual payments or assessments.
The Company adopted the provisions of authoritative guidance on
Accounting for Uncertainty in Income Taxes on October 1, 2007. The
cumulative effect of applying the provisions was recorded as a $231
decrease in stockholders' equity as of October 1, 2007.
A reconciliation of gross unrecognized tax benefits, exclusive of
interest and penalties, is as follows:
(Dollars in Thousands) 2010 2009 2008
- ---------------------- -------- -------- --------
Balance at beginning of year . . . . . . $ 532 $ 694 $ 421
Tax positions related to current year:
Gross increases. . . . . . . . . . . 119 190 91
Gross decreases. . . . . . . . . . . - (32) -
Tax positions related to prior periods:
Gross increases. . . . . . . . . . . 405 - 307
Gross decreases. . . . . . . . . . . (133) (64) (49)
Decreases related to settlements . . . . (110) (219) (26)
Decreases related to lapse of
statute of limitations . . . . . . . . (99) (37) (50)
-------- -------- --------
Balance at end of year . . . . . . . . . $ 714 $ 532 $ 694
======== ======== ========
The total amount of unrecognized tax benefits that, if recognized,
would affect the effective tax rate was $675, net of federal benefit, and
$493, net of federal benefit, as of September 30, 2010 and 2009,
respectively.
As of September 30, 2010, the Company does not expect that any change
in the amount of unrecognized tax benefits in the next twelve months, with
respect to items identified, will have a significant impact on the
consolidated results of operations or the financial position of the
Company.
52
The Company recognizes accrued interest and penalties related to
unrecognized tax benefits in the provision for income taxes. The Company
recognized $55 and $44 in interest and penalties during fiscal 2010 and
2009, respectively. As of September 30, 2010 and 2009, the gross amount of
interest accrued was $52 and $49, respectively. As of September 30, 2010,
there was no accrual for the potential payment of penalties compared to $5
as of September 30, 2009.
10. CREDIT FACILITY
In October 2007, the Company negotiated a credit facility, which
originally had an expiration date of October 31, 2009 and permitted
borrowings up to $15,000. In June 2009, the Company executed a first
amendment to its credit agreement. The first amendment, among other changes
to the original terms, increased the aggregate amount of funds available to
$30,000 subject, with respect to amounts borrowed in excess of $20,000, to
certain criteria outlined in the credit agreement. In February 2010, the
Company executed a second amendment to its credit agreement. The amendment,
among other changes to the original terms, extended the maturity date to
February 12, 2012, added Global Physics Solutions, Inc. as a borrower,
added a prepayment penalty equal to 1.0% should the Company voluntarily
terminate the facility prior to February 12, 2011, and modified the
interest rate on outstanding amounts from either LIBOR plus 2.9% or the
bank's prime rate plus 0.47% to either LIBOR plus 2.1% or the bank's prime
rate minus 0.28%.
In addition, the Company must maintain a fixed charge coverage ratio,
as calculated pursuant to the terms of the first amendment to the credit
agreement, as of the end of each calendar quarter of not less than 1.35 to
1.00, and a funded debt to earnings before interest, taxes and depreciation
and amortization ratio less than or equal to 1.5 to 1.00. As of
September 30, 2010, the fixed charge coverage ratio was approximately 13.9,
and the Company was in compliance with the covenants contained in the
credit agreement. The debt is classified as current as the agreement
contains a subjective acceleration clause as well as a Company elected
arrangement which provides for automatic draws or pay downs on the credit
facility on a daily basis after taking into account operating cash needs.
Based on current business plans and projected operating cash flows, the
Company anticipates continued usage of the revolving facility beyond the
next twelve months.
In connection with its fiscal 2010 first quarter acquisitions, the
Company borrowed $18,000 under the credit agreement. As of September 30,
2010, the Company had reduced the $18,000 borrowed during the first quarter
of fiscal 2010 by $5,496 with cash flow from operations. Interest expense
on the borrowings for the year ended September 30, 2010 was $358. The
weighted average interest rate was 2.67% for fiscal 2010. Amounts in fiscal
2009 and 2008 are insignificant. At September 30, 2010 the applicable
interest rate was 2.412% per annum.
11. 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, 2010 and
2009, there were 9,452,765 and 9,381,098 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 $2.15 per common share were declared in fiscal 2010. As of
September 30, 2010, there were accrued and unpaid dividends of $5,143.
Landauer has reserved 500,000 shares of common stock under the Landauer,
Inc. Incentive Compensation Plan approved on February 7, 2008.
53
12. EMPLOYEE BENEFIT PLANS
DEFINED CONTRIBUTION PLANS
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. The 401(k) savings plan was
amended effective April 1, 2009 to enhance the Company's matching
contribution, along with certain other changes. Employees of the Company's
GPS subsidiary participate in a 401(k) savings plan which does not provide
for an employer matching contribution.
In fiscal 2009, the Company adopted a new supplemental defined
contribution plan for certain executives, which allows participating
executives to make voluntary deferrals and provides for employer
contributions at the discretion of the Company. The Company also amended
the terms of the chief executive officer's employment agreement to provide
that a benefit of $1,324 be credited to his account in the plan to cancel
his entitlement to additional benefits under the Company's former
supplemental executive retirement plan.
Amounts expensed for Company contributions under these plans during
the fiscal years ended September 30, 2010, 2009 and 2008 were $1,101, $725,
and $123, respectively. Distribution of the chief executive officer's
additional benefit of $1,324 was made during October 2010.
DEFINED BENEFIT PLANS
Historically the Company provided, to substantially all full-time
employees in the United States, a qualified noncontributory defined benefit
pension plan to provide a basic replacement income benefit upon retirement.
For key executives, the basic benefit was supplemented with a supplemental
executive retirement plan to address U.S. tax law limitations placed on the
benefits under the qualified pension plan. The supplemental plan is not
separately funded and costs of the plan are expensed annually. During 2009,
the Company redesigned its retirement benefit plans for U.S.salaried
employees to reflect a change in philosophy from a defined benefit
structure to a defined contribution structure. As part of the redesign, the
qualified noncontributory defined benefit pension plan and the supplemental
executive retirement plan were amended to, among other changes, cease all
benefit accruals under such plans.
Landauer formerly maintained a directors' retirement plan that
provides certain retirement benefits for non-employee directors. The
directors' plan was terminated in January 1997 and benefits accrued under
the retirement plan are frozen. 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
reimburses 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.
Pensions for international employees are generally provided under
government sponsored programs funded by employment taxes. The Company's
subsidiaries in Europe maintain pension plans, in the amount of
approximately $184 and $134 as of September 30, 2010 and 2009,
respectively, which have not been included in the following tables.
54
The Company recognizes the over- or underfunded status of its defined
benefit pension and postretirement plans on its balance sheet and
recognizes changes in the funded status, as the changes occur, through
comprehensive income. 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.
Pension Benefits Other Benefits
------------------- -------------------
(Dollars in Thousands) 2010 2009 2010 2009
- ---------------------- -------- -------- -------- --------
CHANGE IN BENEFIT OBLIGATION:
Benefit obligation at
beginning of year. . . . . . . . $ 26,126 $ 19,860 $ 1,150 $ 1,134
Service cost . . . . . . . . . . . - 977 52 40
Interest cost. . . . . . . . . . . 1,440 1,412 55 71
Effect of amendments, curtail-
ments, settlements (1) . . . . . - (2,728) - -
Actuarial loss (gain). . . . . . . 2,060 7,364 (102) (64)
Benefits paid. . . . . . . . . . . (787) (759) (41) (31)
-------- -------- -------- --------
Benefit obligation at
end of year. . . . . . . . . . . 28,839 26,126 1,114 1,150
-------- -------- -------- --------
CHANGE IN PLAN ASSETS:
Fair value of plan assets at
beginning of year. . . . . . . . 20,016 12,163 - -
Actual return on plan assets . . . 1,974 1,258 - -
Employer contributions . . . . . . 310 7,354 41 31
Benefits paid. . . . . . . . . . . (787) (759) (41) (31)
-------- -------- -------- --------
Fair value of plan assets at
end of year. . . . . . . . . . . 21,513 20,016 - -
-------- -------- -------- --------
Funded status at end of year . . . $ (7,326) $ (6,110) $ (1,114) $ (1,150)
======== ======== ======== ========
(1) Represents benefit costs arising from the amendments and related
curtailments and settlements to the Company's plans in the second
quarter of fiscal 2009. Additional information is contained under
the footnote "Net Defined Benefit Plan Curtailment Loss and
Transition Costs" of this Annual Report on Form 10-K.
Pension Benefits Other Benefits
------------------- -------------------
(Dollars in Thousands) 2010 2009 2010 2009
- ---------------------- -------- -------- -------- --------
AMOUNTS RECOGNIZED IN
CONSOLIDATED BALANCE SHEETS:
Current liabilities -
accrued pension and
postretirement costs . . . . . . $ (289) $ (297) $ (54) $ (50)
Noncurrent liabilities -
pension and postretirement
obligations. . . . . . . . . . . (7,037) (5,813) (1,060) (1,100)
-------- -------- -------- --------
Net amount recognized. . . . . . . $ (7,326) $ (6,110) $ (1,114) $ (1,150)
======== ======== ======== ========
AMOUNTS RECOGNIZED IN
ACCUMULATED OTHER COMPREHEN-
SIVE INCOME (LOSS):
Net loss (gain). . . . . . . . . . $ 4,548 $ 3,212 $ (56) $ 47
Prior service cost (credit). . . . - - (111) (222)
-------- -------- -------- --------
Net amount recognized in
accumulated other comprehen-
sive income (loss) . . . . . . . $ 4,548 $ 3,212 $ (167) $ (175)
======== ======== ======== ========
55
As of September 30, 2010 and 2009, the accumulated benefit obligation
for all defined benefit pension plans was $28,839 and $26,126,
respectively. Information for pension plans with an accumulated benefit
obligation in excess of plans assets as of September 30 is set forth in the
following table:
(Dollars in Thousands) 2010 2009
---------------------- -------- --------
Projected benefit obligation . . . . $ 28,839 $ 26,126
Accumulated benefit obligation . . . 28,839 26,126
Fair value of plan assets. . . . . . 21,513 20,016
The components of net periodic benefit cost were as follows:
Pension Benefits Other Benefits
---------------------- ----------------------
(Dollars in Thousands) 2010 2009 2008 2010 2009 2008
- ---------------------- ------ ------ ------ ------ ------ ------
Service cost . . . . . . . . $ - $ 977 $1,084 $ 52 $ 40 $ 43
Interest cost. . . . . . . . 1,440 1,412 1,347 55 71 68
Expected return on
plan assets. . . . . . . . (1,285) (983) (859) - - -
Amortization of transition
asset. . . . . . . . . . . - - - - - -
Amortization of prior
service cost (credit). . . - 45 149 (111) (111) (111)
Recognized net actuarial
loss . . . . . . . . . . . 35 5 9 - - 10
Special termination
benefits . . . . . . . . . - - - - - -
Curtailment loss . . . . . . - 1,350 - - - -
Settlement gain. . . . . . . - (225) - - - -
------ ------ ------ ------ ------ ------
Net periodic benefit cost. . $ 190 $2,581 $1,730 $ (4) $ - $ 10
====== ====== ====== ====== ====== ======
Other changes in plan assets and benefit obligations recognized in
other comprehensive income, pre-tax, were as follows:
Pension Benefits Other Benefits
------------------- -------------------
(Dollars in Thousands) 2010 2009 2010 2009
- ---------------------- -------- -------- -------- --------
Net loss (gain). . . . . . . . $ 1,371 $ 3,895 $ (102) $ (64)
Amortization of net gain . . . (35) (5) - -
Prior service credit . . . . . - (689) - -
Amortization of prior
service cost (credit). . . . - (45) 111 111
-------- -------- -------- --------
Total recognized in other
comprehensive income . . . . $ 1,336 $ 3,156 $ 9 $ 47
======== ======== ======== ========
Total recognized in net
periodic benefit cost
and other comprehensive
income . . . . . . . . . . . $ 1,526 $ 5,737 $ 5 $ 47
======== ======== ======== ========
56
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 . . . . . . . . . . . . . . . . $ 92 $ -
Prior service credit . . . . . . . . . . - (111)
-------- --------
Net amount expected to be
recognized . . . . . . . . . . . . . . $ 92 $ (111)
======== ========
ASSUMPTIONS
The weighted-average assumptions used to determine benefit
obligations at September 30 were as follows:
Pension Benefits Other Benefits
------------------- -------------------
2010 2009 2010 2009
-------- -------- -------- --------
Discount rate. . . . . . . . . 5.08% 5.59% 5.08% 5.59%
Rate of compensation increase na 3.50% na 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
------------------- -------------------
2010 2009 2010 2009
-------- -------- -------- --------
Discount rate. . . . . . . . . 5.59% 7.34% 5.59% 7.50%
Expected long-term return
on plan assets . . . . . . . 6.50% 6.50% 6.50% 6.50%
Rate of compensation
increase . . . . . . . . . . na 3.50% na 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:
2010 2009
-------- --------
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. . . . . . . . . . 2016 2015
57
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, 2010.
1-Percentage- 1-Percentage-
(Dollars in Thousands) Point Increase Point Decrease
---------------------- -------------- --------------
Effect on aggregate of
service and interest
cost . . . . . . . . . . . $ 8 $ (7)
Effect on postretirement
benefit obligation . . . . $ 66 $ (60)
CONTRIBUTIONS
The Company, under IRS minimum funding standards, is not required to
make contributions to its defined benefit pension plan during fiscal 2011.
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
---------------------- -------- --------
2011 . . . . . . . . . . . . . . . . $ 808 $ 55
2012 . . . . . . . . . . . . . . . . 1,043 50
2013 . . . . . . . . . . . . . . . . 1,068 37
2014 . . . . . . . . . . . . . . . . 1,211 31
2015 . . . . . . . . . . . . . . . . 1,271 38
Years 2016-2020. . . . . . . . . . . 7,898 175
PLAN ASSETS
Landauer's pension plan weighted-average asset allocations by asset
category at September 30 were:
Plan Assets at
September 30,
-------------------
Asset Category 2010 2009
-------------- ------ ------
Fixed income . . . . . . . . . . . . 72% 75%
Equity securities. . . . . . . . . . 26% 25%
Cash equivalents . . . . . . . . . . 2% 0%
------ ------
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 executive retirement plans
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.
58
FASB authoritative guidance defines fair value, establishes a
framework for measuring fair value and requires disclosures about fair
value measurements. The guidance also establishes a fair value hierarchy
about the assumptions used to measure fair value and clarifies assumptions
about risk and the effect of a restriction on the sale or use of an asset.
Fair value is the price that would be received for an asset or paid to
transfer a liability in an orderly transaction between market participants
on the measurement date in the principal or most advantageous market for
the asset or liability. Fair value measurements are determined by
maximizing the use of observable inputs and minimizing the use of
unobservable inputs. The hierarchy places the highest priority on
unadjusted quoted market prices in active markets for identical assets or
liabilities (Level 1 measurements) and gives the lowest priority to
unobservable inputs (Level 3 measurements). The three levels of inputs
within the fair value hierarchy are defined as follows:
Level 1: Quoted prices (unadjusted) for identical assets or
liabilities in active markets that the Plan has the
ability to access as of the measurement date.
Level 2: Significant other observable inputs other than Level 1
prices such as quoted prices for similar assets or
liabilities; quoted prices in markets that are not
active; or other inputs that are observable or can be
corroborated by observable market data.
Level 3: Significant unobservable inputs that reflect the Plan's
own assumptions about the assumptions that market
participants would use in pricing an asset or liability.
In some cases, a valuation technique used to measure fair value may
include inputs from multiple levels of the fair value hierarchy. The lowest
level of significant input determines the placement of the entire fair
value measurement in the hierarchy.
Plan assets measured at fair value on a recurring basis are
summarized below:
Fair Value Measurements at September 30, 2010 Using
-----------------------------------------------------
Quoted Prices
in Active Significant
Markets for Other Significant
Identical Observable Unobservable
Assets Inputs Inputs
(Dollars in Thousands) (Level 1) (Level 2) (Level 3)
- ---------------------- --------------- --------------- ---------------
Asset Category:
Money market
accounts . . . . . $ - $ 323 $ -
Debt securities:
Corporate bonds. . 7,136 - -
Government bonds . 158 - -
Registered invest-
ment companies . 8,325 - -
Equity securities:
Domestic . . . . . 4,495 - -
International. . . 1,076 - -
-------- -------- --------
Total assets at
fair value . . . . . $ 21,190 $ 323 $ -
======== ======== ========
59
13. 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, 2010, if adversely determined, would have a material
effect on its business, financial position, results of operations, or cash
flows.
14. STOCK-BASED COMPENSATION
The Company maintains stock-based compensation awards for key
employees and/or non-employee directors under four plans: (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.
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 2010 were as follows:
Number of Weighted-
Restricted Average
Share Awards Fair
(in Thousands) Value
-------------- ---------
Outstanding at October 1, 2009 . . . . . 72 $ 59.89
Granted. . . . . . . . . . . . . . . . . 54 61.51
Vested . . . . . . . . . . . . . . . . . (4) 53.13
Forfeited. . . . . . . . . . . . . . . . (1) 62.36
---- -------
Outstanding at September 30, 2010. . . . 121 $ 60.81
==== =======
As of September 30, 2010, unrecognized compensation expense related
to restricted share awards totaled $4,008 and is expected to be recognized
over a weighted average period of 1.6 years. The total fair value of shares
vested during fiscal 2010, 2009 and 2008 was $199, $2,442 and $986,
respectively.
60
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 2010 is
presented below:
Weighted-
Weighted- Average Aggregate
Number of Average Remaining Intrinsic
Options Exercise Contractual Value
(in Thousands) Price Term (Years) (in Thousands)
-------------- ------------- ------------- --------------
Outstanding at
October 1,
2009 . . . . . 139 $45.06
Exercised. . . . (46) 41.55
------ ------
Outstanding at
September 30,
2010 . . . . . 93 $45.10 4 $1,631
====== ====== ====== ======
Exercisable at
September 30,
2010 . . . . . 93 $45.10 4 $1,631
====== ====== ====== ======
As of September 30, 2010, 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 $1,062, $401 and $2,273 during
fiscal 2010, 2009 and 2008, respectively. The total income tax benefit
recognized in the consolidated statements of income related to the exercise
of stock options was $388, $145 and $915 during fiscal 2010, 2009 and 2008,
respectively.
15. GEOGRAPHIC INFORMATION
The Company provides its 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:
(Dollars in Thousands) 2010 2009 2008
- ---------------------- -------- -------- --------
Domestic . . . . . . . . . . . . . . . . $ 83,978 $ 69,666 $ 66,663
Europe . . . . . . . . . . . . . . . . . 18,311 13,743 14,581
Other countries. . . . . . . . . . . . . 12,078 10,418 8,710
-------- -------- --------
Consolidated revenues. . . . . . . . . . $114,367 $ 93,827 $ 89,954
======== ======== ========
Revenues of Nagase-Landauer, Ltd., the Company's joint venture in
Japan, are not consolidated and are not included in the above table.
Revenues of Nagase-Landauer, Ltd. for fiscal 2010, 2009 and 2008 were
$22,513, $20,886 and $19,235, respectively. Additional information on
Nagase-Landauer, Ltd. is contained under the footnote "Equity in Joint
Venture" of this Annual Report on Form 10-K.
61
16. SEGMENT INFORMATION
In connection with the acquisition of GPS, during the first quarter
of fiscal 2010, the Company began to operate in two reportable segments,
Radiation Monitoring and Medical Physics. Historically the Company operated
in the Radiation Monitoring segment exclusively. The factors for
determining the reportable segments include the products and services
offered combined with the nature of the individual business activities, as
well as key financial information reviewed by management.
The Radiation Monitoring segment provides analytical services to
determine occupational and environmental radiation exposure. These services
are provided internationally primarily to hospitals, medical and dental
offices, universities, national laboratories, and nuclear facilities.
Radiation Monitoring activities include the manufacture of various types of
radiation detection monitors, the distribution and collection of the
monitors to and from customers, and the analysis and reporting of exposure
findings. In addition to providing analytical services, the Radiation
Monitoring segment leases or sells dosimetry detectors and reading
equipment.
The Medical Physics segment provides therapeutic and imaging physics
services to domestic hospitals and radiation therapy centers. Service
offerings include clinical physics support, equipment commissioning,
accreditation support and imaging equipment testing. These professional
services are provided to customers on-site by skilled physicists. Medical
physics services are provided through the Company's GPS subsidiary.
The Company evaluates performance of the individual segments based
upon, among other metrics, segment operating income or loss. Segment
operating income or loss is segment revenue less segment cost of sales and
segment selling, general and administrative expense. Given the recent
addition of the Medical Physics segment, the Company currently does not
perform allocations between the segments. Corporate expenses for shared
functions, including corporate management, corporate finance and human
resources, are recognized in the Radiation Monitoring segment where they
have historically been reported. In addition, acquisition and
reorganization costs are not allocated to the segments. Information about
net other income, including interest income and expense, and income taxes
is not provided at the segment level. As the operational integration
activities of the Medical Physics segment progress, including transaction
processing, human resources and benefits administration, and sales and
marketing activities, the Company expects to re-evaluate the allocation of
costs if or when these costs become material.
The following tables summarize financial information for each
reportable segment for the years ended September 30:
2010
----------------------------------
Radiation Medical Consoli-
(Dollars in Thousands) Monitoring Physics dated
- ---------------------- ---------- ---------- ----------
Revenues . . . . . . . . . . . . . . . . $100,334 $ 14,033 $114,367
Operating income (loss). . . . . . . . . 35,563 (926) 34,637
Depreciation and amortization. . . . . . 6,063 618 6,681
Capital expenditures for property,
plant & equipment. . . . . . . . . . . 15,518 460 15,978
62
2009
----------------------------------
Radiation Medical Consoli-
(Dollars in Thousands) Monitoring Physics dated
- ---------------------- ---------- ---------- ----------
Revenues . . . . . . . . . . . . . . . . $ 93,827 $ - $ 93,827
Operating income . . . . . . . . . . . . 32,518 - 32,518
Depreciation and amortization. . . . . . 5,845 - 5,845
Capital expenditures for
property, plant & equipment. . . . . . 9,126 - 9,126
2008
----------------------------------
Radiation Medical Consoli-
(Dollars in Thousands) Monitoring Physics dated
- ---------------------- ---------- ---------- ----------
Revenues . . . . . . . . . . . . . . . . $ 89,954 $ - $ 89,954
Operating income . . . . . . . . . . . . 34,075 - 34,075
Depreciation and amortization. . . . . . 6,753 - 6,753
Capital expenditures for
property, plant & equipment. . . . . . 7,533 - 7,533
(Dollars in Thousands) 2010 2009
---------------------- -------- --------
Segment assets:
Radiation Monitoring . . . . . . $121,908 $125,205
Medical Physics. . . . . . . . . 28,788 -
-------- --------
Total assets . . . . . . . . . . . . $150,696 $125,205
======== ========
63
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To Stockholders and Board of Directors of Landauer, Inc.:
In our opinion, the accompanying consolidated balance sheets and the
related consolidated statements of income, of stockholders' equity and
comprehensive income, and of cash flows present fairly, in all material
respects, the financial position of Landauer, Inc. and its subsidiaries at
September 30, 2010 and September 30, 2009, and the results of their
operations and their cash flows for each of the three years in the period
ended September 30, 2010 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, 2010, 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,
appearing 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. 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 changed the manner in which it accounts for business combinations
in fiscal 2010.
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.
64
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 13, 2010
65
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, 2010 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, 2010. The effectiveness of the
Company's internal control over financial reporting as of September 30,
2010 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
The Company extended its Section 404 compliance program under the
Sarbanes-Oxley Act of 2002 and the applicable rules and regulations under
such Act to include acquisitions as of September 30, 2010. There have been
no other changes in the Company's internal control over financial reporting
that occurred during the quarterly period ended September 30, 2010 that
have materially affected, or are reasonably likely to materially affect,
the Company's internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
66
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 Part I of 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.
67
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
February 5, 2009, are incorporated by reference to Exhibit 3.1
to the Current Report on Form 8-K dated February 5, 2009.
(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.
(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 as amended
and restated on November 12, 2009 as attached hereto as
Exhibit (10)(k).
68
(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.
(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.
69
(10)(ac) Amendment dated as of May 1, 2009 to the Employment Agreement
between the Registrant and William E. Saxelby is incorporated
by reference to Exhibit 10.1 to the Current Report on Form 8-K
dated May 1, 2009.
(10)(ad) First Amendment, dated June 17, 2009, to 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
June 17, 2009.
(10)(ae) Second Amendment, dated February 12, 2010, to Loan Agreement
between Landauer, Inc., Global Physics Solutions, Inc. and U.S.
Bank, N.A. is incorporated by reference to Exhibit 10.1 to the
Current Report on Form 8-K dated February 17, 2010.
(10)(af) Third Amendment, effective October 31, 2010, to Loan Agreement
between Landauer, Inc., Global Physics Solutions, Inc. and U.S.
Bank, N.A. is incorporated by reference to Exhibit 10.1 to the
Current Report on Form 8-K dated November 17, 2010.
(21) Subsidiaries of the registrant are:
Gammadata Matteknik AB (100%)
Uppsala, Sweden
Global Physics Solutions, Inc. (100%)
Glenwood, Illinois
HomeBuyer's Preferred, Inc. (100%)
Glenwood, Illinois
Landauer-Europe, Ltd. and subsidiary (100%)
Paris, France
Oxford, United Kingdom
Landauer Persondosimetri AB (100%)
Solna, Sweden
SAPRA-Landauer, Ltda. (75%)
Sao Carlos - SP, Brazil
Beijing-Landauer, Ltd. (70%)
Beijing, P.R. China
ALSA Dosimetria, S. de R.L. de C.V. (56.25%)
Mexico City, Mexico
Landauer Australasia Pty Ltd. (51%)
Sydney, Australia
Nagase-Landauer, Ltd. (50%)
Tokyo, Japan
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.
70
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), 10(ab) and 10(ac) 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.
71
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 13, 2010
-----------------------
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 13, 2010
- ------------------------- (Principal Executive Officer)
William E. Saxelby
/s/ Jonathon M. Singer Senior Vice President, December 13, 2010
- ------------------------- Treasurer and Secretary
Jonathon M. Singer (Principal Financial and
Accounting Officer)
/s/ Robert J. Cronin Director December 13, 2010
- -------------------------
Robert J. Cronin
/s/ William G. Dempsey Director December 13, 2010
- -------------------------
William G. Dempsey
/s/ Michael T. Leatherman Director December 13, 2010
- -------------------------
Michael T. Leatherman
/s/ David E. Meador Director December 13, 2010
- -------------------------
David E. Meador
/s/ Stephen C. Mitchell Director December 13, 2010
- -------------------------
Stephen C. Mitchell
/s/ Thomas M. White Director December 13, 2010
- -------------------------
Thomas M. White
72
<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 2010 $27,234 $31,806 $26,255 $29,072 $114,367
2009 $22,438 $24,954 $23,468 $22,967 $ 93,827
Gross profit 2010 $17,078 $19,987 $16,067 $16,757 $ 69,889
2009 $15,298 $16,575 $15,594 $15,594 $ 63,061
Operating income (1, 2) 2010 $ 7,757 $11,436 $ 7,959 $ 7,485 $ 34,637
2009 $ 8,805 $ 7,162 $ 8,982 $ 7,569 $ 32,518
Net income 2010 $ 5,127 $ 7,811 $ 6,180 $ 4,556 $ 23,674
2009 $ 6,142 $ 5,428 $ 6,546 $ 5,250 $ 23,366
Diluted net income per 2010 $ 0.55 $ 0.83 $ 0.66 $ 0.48 $ 2.52
share (1, 2) 2009 $ 0.66 $ 0.58 $ 0.70 $ 0.56 $ 2.49
Cash dividends per share 2010 $0.5375 $0.5375 $0.5375 $0.5375 $ 2.15
2009 $ 0.525 $ 0.525 $ 0.525 $ 0.525 $ 2.10
Common stock price per 2010 high $ 64.50 $ 67.29 $ 71.71 $ 65.66 $ 71.71
share low $ 50.26 $ 54.99 $ 55.84 $ 54.40 $ 50.26
2009 high $ 74.51 $ 73.99 $ 63.00 $ 68.96 $ 74.51
low $ 46.82 $ 46.08 $ 49.37 $ 52.17 $ 46.08
Weighted average diluted 2010 9,311 9,353 9,365 9,371 9,349
shares outstanding 2009 9,310 9,328 9,347 9,393 9,366
<fn>
(1) Includes pension curtailment and transition costs of $2,236, reducing net income by $1,478 (after income tax
benefit of $758) or $0.16 per diluted share, and reorganization charges of $416, reducing net income by $275
(after income tax benefit of $141) or $0.03 per diluted share in fiscal 2009.
(2) Includes acquisition and reorganization costs, in connection with the Company's acquisitions during the
first and third fiscal quarters, of $2,028, reducing net income by $1,607 (after income tax benefit of $421)
or $0.17 per diluted share in fiscal 2010.
73
</table>