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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
[ X ] QUARTERLY REPORT pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended December 31, 2002
or
[ ] TRANSITION REPORT pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the transition from ____________ to ___________
Commission File Number 1-9788
LANDAUER, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 06-1218089
- ------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2 Science Road, Glenwood, Illinois 60425
----------------------------------------------------
(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code (708) 755-7000
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [ X ] No [ ]
Indicate by check mark whether the registrant is an accelerated filer as
defined in Rule 12b.2 of the Exchange Act). Yes [ X ] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Class Outstanding at February 12, 2003
---------------------------- --------------------------------
Common stock, $.10 par value 8,786,338
1
PART I. Item 1: FINANCIAL INFORMATION
LANDAUER, INC. AND SUBSIDIARIES
Condensed Consolidated Unaudited Balance Sheets
(000's)
ASSETS
------
December 31, September 30,
2002 2002
------------ -------------
Current assets:
Cash and cash equivalents . . . . $ 9,781 $ 7,627
Short-term investments. . . . . . 211 317
Accounts receivable, less
allowances of $473 at
12/31/02 and $482 at 9/30/02. . 13,808 13,620
Inventories . . . . . . . . . . . 2,081 2,135
Prepaid expenses. . . . . . . . . 3,185 3,131
-------- --------
Total current assets. . . . . . 29,066 26,830
Property, plant and equipment,
at cost. . . . . . . . . . . . . 38,695 37,504
Less: Accumulated depreciation
and amortization. . . . . . . 20,226 19,325
-------- --------
Net property, plant and equipment 18,469 18,179
Goodwill & other intangible assets
net of amortization . . . . . . 8,541 8,601
Equity in joint venture . . . . . 2,509 2,806
Dosimetry devices, net of
amortization. . . . . . . . . . 3,828 3,546
Other assets. . . . . . . . . . . 254 295
-------- --------
$ 62,667 $ 60,257
======== ========
The accompanying notes are an integral part of these financial statements.
2
LANDAUER, INC. AND SUBSIDIARIES
Condensed Consolidated Unaudited Balance Sheets (Cont'd.)
(000's, except share amounts)
LIABILITIES AND STOCKHOLDERS' INVESTMENT
----------------------------------------
December 31, September 30,
2002 2002
------------ -------------
Current liabilities:
Accounts payable. . . . . . . . . $ 1,582 $ 1,789
Deferred contract revenue . . . . 12,100 11,885
Dividend payable. . . . . . . . . 3,294 3,071
Accrued compensation and
related costs . . . . . . . . . 1,274 2,505
Accrued pension costs . . . . . . 2,248 1,922
Accrued taxes on income . . . . . 3,951 1,753
Accrued expenses. . . . . . . . . 2,424 2,264
-------- --------
Total current liabilities . . 26,873 25,189
Minority interest in subsidiary . . 365 462
-------- --------
Stockholders' investment:
Preferred stock, $.10 par value
per share -
Authorized - 1,000,000 shares
Outstanding - None. . . . . . . . -- --
Common stock, $.10 par value
per share -
Authorized - 20,000,000 shares
Outstanding - 8,783,534 shares at
12/31/02 and 8,775,337 shares
at 9/30/02 . . . . . . . . . . 878 878
Premium paid in on common stock . 11,123 10,946
Cumulative translation adjustments (725) (855)
retained earnings . . . . . . . . 24,153 23,637
-------- --------
Total stockholders' investment 35,429 34,606
-------- --------
$ 62,667 $ 60,257
======== ========
The accompanying notes are an integral part of these financial statements.
3
LANDAUER, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Income
(000's, except per share amounts)
(Unaudited)
Three Months Ended
-----------------------------
December 31, December 31,
2002 2001
------------ -------------
Net revenues. . . . . . . . . . . . $ 15,392 $ 13,741
Costs and expenses:
Cost of revenues. . . . . . . . . 5,713 4,786
Selling, general and administrative 3,614 3,179
-------- --------
9,327 7,965
-------- --------
Operating income. . . . . . . . . . 6,065 5,776
Equity in income of joint venture . 197 165
Other income, net . . . . . . . . . 29 42
-------- --------
Income before income taxes and
minority interest . . . . . . . . 6,291 5,983
Income taxes. . . . . . . . . . . . (2,349) (2,246)
-------- --------
Income before minority interest . . 3,942 3,737
Minority interest therein . . . . . (133) (1)
-------- --------
Net income. . . . . . . . . . . . . $ 3,809 $ 3,736
======== ========
Net Income per common share:
Basic . . . . . . . . . . . . . . $ 0.43 $ 0.43
======== ========
Based on average shares outstanding 8,780 8,734
======== ========
Diluted . . . . . . . . . . . . . $ 0.43 $ 0.42
======== ========
Based on average shares outstanding 8,863 8,829
======== ========
The accompanying notes are an integral part of these financial statements.
4
LANDAUER, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(000's)
(Unaudited)
Three Months Ended
-----------------------------
December 31, December 31,
2002 2001
------------ -------------
Cash flows from operating activities:
Net income. . . . . . . . . . . . $ 3,809 $ 3,736
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation. . . . . . . . . . . 1,217 1,055
Amortization. . . . . . . . . . . 106 46
Bad debt expense. . . . . . . . . 73 66
Equity in net income of foreign
affiliate . . . . . . . . . . . (197) (165)
Compensatory effect of stock
options . . . . . . . . . . . . 177 235
Decrease in short-term investments 106 --
Increase in accounts receivable . (178) (543)
Increase in allowance for
doubtful accounts net of
bad debts . . . . . . . . . . . (82) (79)
(Increase) decrease in prepaid
expenses. . . . . . . . . . . . (54) 263
Net increase in other assets. . . (591) (365)
Decrease in accounts payable. . . (207) (95)
Increase in accrued liabilities . 1,670 48
Increase (decrease) in
minority interest . . . . . . . (98) 1
-------- --------
Cash provided from operating
activities. . . . . . . . . . . . 5,751 4,203
Cash flow from investing activities:
Acquisition of property, plant
and equipment . . . . . . . . . (1,191) (795)
-------- --------
Net cash flow from investing activities (1,191) (795)
Cash flow from financing activities:
Dividend received from foreign
affiliate . . . . . . . . . . . 535 334
Dividend paid . . . . . . . . . . (3,071) (3,055)
-------- --------
Net cash used by financing activities (2,536) (2,721)
Effect of exchange rates on cash. . 130 (173)
Net increase (decrease) in cash . . 2,154 514
Opening balance - cash and
cash equivalents. . . . . . . . . 7,627 7,055
-------- --------
Ending balance - cash and
cash equivalents. . . . . . . . . $ 9,781 $ 7,569
======== ========
The accompanying notes are an integral part of these financial statements.
5
LANDAUER, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements - December 31, 2002
(Unaudited)
(1) BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial
statements reflect the financial position of Landauer, Inc. and
subsidiaries ("Landauer" or "the Company) as of December 31, 2002 and
September 30, 2002, and the consolidated results of operations and cash
flows for the three-month periods ended December 31, 2002 and 2001. In the
opinion of management, the accompanying unaudited condensed consolidated
financial statements contain all adjustments necessary to present fairly
the consolidated financial position of Landauer as of December 31, 2002 and
September 30, 2002, and the consolidated results of operations and cash
flows for the three-month periods ended December 31, 2002 and 2001.
The accounting policies followed by the Company are set forth in
Note 1 to the Company's financial statements in the 2002 Landauer Annual
Report on Form 10-K.
Prior year amounts have been reclassified to conform to current year
presentation. These reclassifications have no effect on the results of
operation or financial position.
The results of operations for the three-month periods ended
December 31, 2002 and 2001 are not necessarily indicative of the results to
be expected for the full year.
(2) CASH DIVIDENDS
On December 20, 2002, the Company declared a regular quarterly cash
dividend in the amount of $.375 per share payable on January 17, 2003, to
stockholders of record on January 3, 2003.
Regular quarterly cash dividends of $.35 per share ($1.40 annually)
were declared during fiscal 2002.
(3) COMPREHENSIVE INCOME
Comprehensive income is the total of net income and all other
nonowner changes in equity. The following table sets forth the Company's
comprehensive income for the three month period ended December 31, 2002 and
2001 (000's):
Three Months Ended
December 31,
------------------
2002 2001
------ ------
Net Income . . . . . . . . . . . . $3,809 $3,736
Other comprehensive income-
foreign currency translation
adjustment . . . . . . . . . . . 130 (173)
------ ------
Comprehensive income . . . . . . . $3,939 $3,563
====== ======
6
(4) EARNINGS PER SHARE
Earnings per share computations have been made in accordance with the
provisions of SFAS No. 128, "Earnings Per Share." Basic earnings per share
were computed by dividing net income by the weighted average number of
shares of common stock outstanding during each period. Diluted earnings
per share were computed by dividing net income by the weighted average
number of shares of common stock that would have been outstanding assuming
dilution from the exercise of stock options during each period.
The following table presents the weighted average number of shares of
common stock for the three month periods ended December 31, 2002 and 2001
(000's):
Three Months Ended
December 31,
------------------
2002 2001
------ ------
Weighted average number of shares of
common stock outstanding. . . . . . . . 8,780 8,734
Options issued to executives. . . . . . . 83 95
------ ------
Weighted average number of shares of
common stock assuming dilution. . . . . 8,863 8,829
====== ======
(5) RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In November 2002, the FASB issued Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others" ("FIN 45"). FIN 45 requires a
company, at the time it issues a guarantee, to recognize an initial
liability for the fair value of obligations assumed under the guarantee and
elaborates on existing disclosure requirements related to guarantees and
warranties. The initial recognition requirements of FIN 45 are effective
for guarantees issued or modified after December 31, 2002 and adoption of
the disclosure requirements are effective for the Company during the first
quarter ending December 31, 2002. See Note 6.
In December 2002, the FASB issued Interpretation No. 46
"Consolidation of Variable Interest Entities." FIN 46 provides guidance on
the accounting for entities through which control is obtained by other than
through voting rights. The adoption of FIN 46 will not have a material
impact on the Company's financial statements.
In December 2002, the FASB issued SFAS No. 148, "Accounting for
Stock-Based Compensation - Transition and Disclosure - an amendment of
FASB Statement No.123." This statement provides alternative methods of
transition for a voluntary change to the fair value method of accounting
for stock-based compensation. The statement amends the disclosure
requirements of FASB Statement No. 123 to require prominent disclosure in
both annual and interim financial statements about the method of accounting
for stock-based compensation and the effect of the method used on reported
results. The Company accounts for stock-based compensation arrangements in
accordance with the provisions of Accounting Principles Board Opinion No.
25, "Accounting for Stock Issued to Employees," and complies with the
disclosure provisions of FASB Statement No. 123. The transition
provisions are effective for fiscal years ending after December 15, 2002.
The disclosure provisions are effective for interim periods beginning after
December 15, 2002. The Company will implement the required disclosure
provisions in the quarter ending March 31, 2003. The adoption of this
statement is not expected to have a material impact on the Company's
consolidated financial position, results of operations or cash flows as the
Company does not anticipate making the voluntary change to the fair value
method of accounting for stock-based compensation.
7
(6) LCIE-LANDAUER GUARANTEE
On April 2, 2002 the Company completed an acquisition agreement to
merge its European operations with Laboratoire Central des Industries
Electriques (LCIE), a wholly owned subsidiary of Bureau Veritas, a
professional service Company involved in quality, health and safety, and
environmental management. Under the agreement, Landauer exchanged its UK
radiation monitoring business with annual revenues of approximately
$1,500,000 and its technologies for a 51% controlling interest in the new
company named LCIE-Landauer. LCIE contributed its radiation monitoring
business that has current annual revenues of more than $3,000,000, all of
which is located in France. Additionally, as part of the formation of the
new entity on April 2, 2002, LCIE Landauer purchased the Philips France
radiation monitoring business for $877,000. This Philips business unit has
current annual revenues of approximately $800,000 in 2001. Under the terms
of the acquisition agreements, LCIE may, in the fifth and sixth year of the
venture, require Landauer to purchase its 49% interest in LCIE-Landauer at
a price that is a multiple of EBITDA for the trailing four quarters. The
purchase price would range from eight to ten times EBITDA, dependent on the
level of EBITDA, subject to a minimum purchase price of 6,000,000 euros.
Additionally, Landauer shall have the option to purchase LCIE's interest in
the seventh year of the venture on the same terms as LCIE's "Put" option.
A change in control provision, as defined, may accelerate the respective
Put and Call options and provides for premiums and discounts in the event
such options are exercised as the result of a change in control.
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
Landauer's cash provided from operating activities for the three
months ended December 31, 2002 and 2001 amounted to $5,751,000 and
$4,203,000 respectively; the increase relates primarily to the timing of
federal income tax deposits. Acquisitions of property, plant and equipment
were $1,191,000 and $795,000, respectively, for the quarters ended December
31, 2003 and 2002. The Company's financing activities were limited to
payments of cash dividends, offset by foreign dividends received from
Nagase-Landauer, Ltd., our Japanese joint venture.
The Company has no long-term liabilities and its requirement for cash
flow to support investing activities is generally limited. Capital
expenditures for the balance of fiscal 2003 are expected to amount to
approximately $6,900,000 principally for the acquisition of equipment to
support expansion of the Company's OSL product line, introduction of new
products, the development of supporting software systems, and computer
hardware. The Company anticipates that funds for these capital improvements
will be provided from operations.
The Company presently maintains external sources of liquidity in the
form of an annual $5 million line of credit with its bank. In the opinion
of management, resources are adequate for projected operations and capital
spending programs, as well as continuation of the regular cash dividend
program.
Landauer requires limited working capital for its operations since
many of its customers pay for services in advance. Such advance payments
amounted to $12,100,000 and $11,885,000, respectively, as of December 31,
2002 and September 30, 2002, and are included in the balance sheet under
the caption deferred contract revenue. While these amounts represent
almost one-half of current liabilities, such amounts generally do not
represent a cash requirement.
8
The services provided by the Company to its customers are ongoing and
are of a subscription nature. As such, revenues are recognized in the
periods in which such services are rendered irrespective of whether
invoiced in advance or in arrears. All customers are invoiced in
accordance with the Company's standard terms, with payment due thirty days
from date of invoice. Inasmuch as the majority of the Company's revenues
are subject to health care industry reimbursement cycles, the average days
of sales outstanding range from 43 to 79 days.
RESULTS OF OPERATIONS
Revenues for the quarter ended December 31, 2002 were 12.0% higher
compared with the same quarter a year ago. Approximately two-thirds of the
revenue growth was attributable to the consolidation of the operations of
LCIE-Landauer, the Company's 51%-owned operating unit providing radiation
monitoring services in France and the United Kingdom formed in April 2002.
The balance of revenue growth for the quarter resulted from higher pricing
for Landauer's domestic products and services. Domestic dosimetry revenues
grew at a rate of approximately 5% for the first quarter of fiscal 2003
compared with the same quarter a year ago; domestic dosimetry revenues were
expected to grow gradually over this year's fiscal quarters as a result of
the timing of price increases. Gross margins for the first fiscal quarter
were 62.9% of revenues compared to 65.2% for the same period in fiscal
2002. The decrease in margins was primarily attributable to the slightly
lower margins of LCIE-Landauer's operations. In addition, the Company's
overhead costs were impacted by higher employee costs, particularly medical
claims and pension expense.
Selling, general and administrative (S, G & A) expenses in the first
quarter of fiscal 2002 were 13.7% greater than a year ago due to the impact
of the LCIE-Landauer consolidation, expenditures to develop new markets and
products, as well as the previously mentioned higher employee costs. First
quarter S, G & A expenses as a percentage of revenue were slightly higher
than the same period last year at 23.5% for the quarter ending December 31,
2002 and 23.1% for the quarter ending December 31, 2001. As a result,
operating income for the first quarter of fiscal 2003 was 39.4% of revenues
compared with 42.0% of revenues for the same period last year. Income
before income taxes and minority interest was 40.9% of revenues for the
quarter just ended compared to 43.5% for the first fiscal quarter of 2002.
The effective tax rate for the Company during the first quarter of
fiscal 2003 was 37.3% compared with 37.5% for the same period last year.
Resulting net income of $3,809,000 for the first fiscal quarter of 2003
compared with $3,736,000 reported in fiscal 2002. Diluted income per share
for the current quarter was $0.43 versus $0.42 for the first fiscal quarter
of 2002.
FORWARD-LOOKING STATEMENTS
Certain of the statements made herein constitute forward-looking
statements that are based on certain assumptions and involve certain risks
and uncertainties, including assumptions and risks associated with the
Company's introduction of new technology, the adaptability of OSL to new
platforms and new formats, the usefulness of older technologies, the cost
associated with the Company's business development and research efforts,
the anticipated results of operations of the Company and its Nagase-
Landauer (Japan), LCIE-Landauer (France), Brazilian and Chinese joint
ventures, the Company's market position, the Company's business plans, the
risks associated with conducting business internationally, other
anticipated financial events, the effects of changing economic, political
and competitive conditions, changes in tax rates, foreign exchange risks,
risks associated with reliance on third party vendors, changes in
accounting policies, government regulations and changes in postal and
delivery practices. The words "believe," "expect," "anticipate,"
"estimate," "could," "should," "intend," and similar expressions generally
9
identify forward-looking statements. Readers are cautioned not to place
undue reliance on such forward-looking statements, which are being made as
of the date of this filing. Such assumptions may not materialize to the
extent assumed and such risks and uncertainties may cause actual results to
differ from anticipated results. Additional information may be obtained by
reviewing the Company's reports filed from time to time with the SEC. The
Company undertakes no obligation to update any forward-looking statements,
whether as a result of new information, future events or otherwise.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In November 2002, the FASB issued Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others" ("FIN 45"). FIN 45 requires a
company, at the time it issues a guarantee, to recognize an initial
liability for the fair value of obligations assumed under the guarantee and
elaborates on existing disclosure requirements related to guarantees and
warranties. The initial recognition requirements of FIN 45 are effective
for guarantees issued or modified after December 31, 2002 and adoption of
the disclosure requirements are effective for the Company during the first
quarter ending December 31, 2002.
In December 2002, the FASB issued Interpretation No. 46
"Consolidation of Variable Interest Entities." FIN 46 provides guidance on
the accounting for entities through which control is obtained by other than
through voting rights. The adoption of FIN 46 will not have a material
impact on the Company's financial statements.
In December 2002, the FASB issued SFAS No. 148, "Accounting for
Stock-Based Compensation - Transition and Disclosure - an amendment of
FASB Statement No.123." This statement provides alternative methods of
transition for a voluntary change to the fair value method of accounting
for stock-based compensation. The statement amends the disclosure
requirements of FASB Statement No. 123 to require prominent disclosure in
both annual and interim financial statements about the method of accounting
for stock-based compensation and the effect of the method used on reported
results. The Company accounts for stock-based compensation arrangements in
accordance with the provisions of Accounting Principles Board Opinion No.
25, "Accounting for Stock Issued to Employees," and complies with the
disclosure provisions of FASB Statement No. 123. The transition
provisions are effective for fiscal years ending after December 15, 2002.
The disclosure provisions are effective for interim periods beginning after
December 15, 2002. The Company will implement the required disclosure
provisions in the quarter ending March 31, 2003. The adoption of this
statement is not expected to have a material impact on the Company's
consolidated financial position, results of operations or cash flows as the
Company does not anticipate making the voluntary change to the fair value
method of accounting for stock-based compensation.
ITEM 4. CONTROLS AND PROCEDURES
Within the 90 days prior to the date of this report, the Company
carried out an evaluation, under the supervision and with the participation
of the Company's management, including the Company's Chief Executive
Officer and Chief Financial Officer, of the effectiveness of the design and
operation of the Company's disclosure controls and procedures pursuant to
Exchange Act Rule 13a-14. Based upon that evaluation, the Chief Executive
Officer and Chief Financial Officer concluded that the Company's disclosure
controls and procedures are effective in timely alerting them to material
information required to be included in the Company's periodic filings with
the Securities and Exchange Commission.
There were no significant changes in the Company's internal controls
or in other factors that could significantly affect these internal controls
subsequent to the date of our most recent evaluation.
10
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Landauer is involved in various legal proceedings but believes that
these matters will be resolved without a material effect on its financial
position.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At its Annual Meeting held on February 5, 2003, the shareholders
voted to elect Thomas M. Fulton as a director for a three-year term with
7,519,389 shares in favor (85.6% of the total shares outstanding) and
155,531 shares opposed and to elect M. Christine Jacobs as a director for a
three-year term with 7,633,473 shares in favor (86.9% of the total shares
outstanding) and 41,447 shares opposed. Continuing as directors are Robert
J. Cronin, Brent A. Latta, Richard R. Risk, Gary D. Eppen, Michael D.
Winfield, and E. Gail de Planque.
The shareholders voted to reappoint PricewaterhouseCoopers LLP as the
Company's auditors for the following year, with 7,544,077 shares (85.9%) of
total shares outstanding) voting for, 67,565 shares against and 62,432
shares abstaining.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibit 99.1 Certification pursuant to 18 U.S.C. Section 1350,
as adopted Pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002.
Exhibit 99.2 Certification pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002.
11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
LANDAUER, INC.
Date: February 12, 2003
/s/ James M. O'Connell
------------------------------
James M. O'Connell
Vice President and Treasurer
(Principal Financial and
Accounting Officer)
12
CERTIFICATIONS
I, Brent A. Latta, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Landauer, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the Registrant as of, and for, the periods presented in
this quarterly report;
4. The Registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant
and have:
a. designed such disclosure controls and procedures to ensure that
material information relating to the Registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b. evaluated the effectiveness of the Registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The Registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the Registrant's auditors and
the audit committee of Registrant's board of directors (or persons
performing the equivalent functions):
a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the Registrant's
ability to record, process, summarize and report financial data
and have identified for the Registrant's auditors any material
weaknesses in internal controls; and
b. any fraud, whether or not material, that involves management or
other employees who have a significant role in the Registrant's
internal controls; and
6. The Registrant's other certifying officers and I have indicated in
this quarterly report whether there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
February 12, 2003
/s/ Brent A. Latta
-----------------------------------
President & Chief Executive Officer
CERTIFICATIONS
I, James M. O'Connell, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Landauer, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the Registrant as of, and for, the periods presented in
this quarterly report;
4. The Registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant
and have:
a. designed such disclosure controls and procedures to ensure that
material information relating to the Registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b. evaluated the effectiveness of the Registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The Registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the Registrant's auditors and
the audit committee of Registrant's board of directors (or persons
performing the equivalent functions):
a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the Registrant's
ability to record, process, summarize and report financial data
and have identified for the Registrant's auditors any material
weaknesses in internal controls; and
b. any fraud, whether or not material, that involves management or
other employees who have a significant role in the Registrant's
internal controls; and
6. The Registrant's other certifying officers and I have indicated in
this quarterly report whether there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
February 12, 2003
/s/ James M. O'Connell
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Chief Financial Officer