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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 March 31, 2003 or
[ ]TRANSITION REPORT pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition from ____________ to ___________
LANDAUER, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Commission File Number 1-9788
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 May 12, 2003
--------------------------------- --------------------------
Common stock, $.10 par value 8,803,823
1
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
LANDAUER, INC. AND SUBSIDIARIES
Condensed Consolidated Unaudited Balance Sheets
(000's)
ASSETS
------
March 31, September 30,
2003 2002
---------- --------------
Current assets:
Cash and cash equivalents . . . . . $ 7,225 $ 7,627
Short-term investments. . . . . . . 251 317
Accounts receivable, less
allowances of $467 and $482 . . . 14,396 13,620
Inventories . . . . . . . . . . . . 3,140 2,135
Prepaid expenses. . . . . . . . . . 4,983 3,131
---------- ----------
Total current assets. . . . . 29,995 26,830
Property, plant and equipment,
at cost . . . . . . . . . . . . . . 39,421 37,504
Less: Accumulated depreciation
and amortization . . . . . . . . 23,522 19,325
---------- ----------
Net property, plant and equipment . . 15,899 18,179
Goodwill & other intangible assets
net of amortization . . . . . . . . 8,556 8,601
Equity in joint venture . . . . . . . 2,725 2,806
Dosimetry devices, net of
amortization. . . . . . . . . . . . 3,834 3,546
Other assets. . . . . . . . . . . . . 237 295
---------- ----------
$ 61,246 $ 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
-----------------------------------------
March 31, September 30,
2003 2002
---------- --------------
Current liabilities:
Accounts payable. . . . . . . . . . $ 1,505 $ 1,789
Deferred contract revenue . . . . . 11,895 11,885
Dividend payable. . . . . . . . . . 3,299 3,071
Accrued compensation and
related costs . . . . . . . . . . 1,407 2,505
Accrued pension costs . . . . . . . 2,554 1,922
Accrued taxes on income . . . . . . 347 1,753
Accrued expenses. . . . . . . . . . 4,139 2,264
---------- ----------
Total current liabilities . . 25,146 25,189
Minority interest in subsidiary . . . 542 462
---------- ----------
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 - 8,800,486 shares
at 3/31/03 and 8,775,337 shares
at 9/30/02 . . . . . . . . . . . 880 878
Premium paid in on common
stock . . . . . . . . . . . . . . 11,368 10,946
Cumulative translation adjustments. (570) (855)
Retained earnings . . . . . . . . . 23,880 23,637
---------- ----------
Total stockholders'
investment. . . . . . . . . 35,558 34,606
---------- ----------
$ 61,246 $ 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 Six Months Ended
-------------------- ---------------------
March 31, March 31, March 31, March 31,
2003 2002 2003 2002
--------- --------- --------- ---------
Net Revenues. . . . . . . $ 16,846 $ 14,704 $ 32,238 $ 28,445
Cost and expenses:
Cost of revenues. . . . 5,732 4,951 11,445 9,738
Selling, general and
administrative. . . . 3,572 3,490 7,185 6,668
Impairment in value
of assets . . . . . . 2,750 -- 2,750 --
-------- -------- -------- --------
12,054 8,441 21,380 16,406
-------- -------- -------- --------
Operating Income. . . . . 4,792 6,263 10,858 12,039
Equity in income of
joint venture . . . . . 199 174 395 339
Other income, net . . . . 31 34 60 76
-------- -------- -------- --------
Income before income
taxes and minority
interest. . . . . . . . 5,022 6,471 11,313 12,454
Income taxes. . . . . . . 1,835 2,418 4,184 4,664
-------- -------- -------- --------
Income before minority
interest. . . . . . . . 3,187 4,053 7,129 7,790
Minority interest therein 157 16 290 17
-------- -------- -------- --------
Net income. . . . . . . . $ 3,030 $ 4,037 $ 6,839 $ 7,773
======== ======== ======== ========
Net income per common
share:
Basic . . . . . . . . . $ 0.34 $ 0.46 $ 0.78 $ 0.89
======== ======== ======== ========
Based on average
shares outstanding. . 8,792 8,745 8,786 8,740
======== ======== ======== ========
Diluted . . . . . . . . $ 0.34 $ 0.46 $ 0.77 $ 0.88
======== ======== ======== ========
Based on average
shares outstanding . . 8,871 8,857 8,867 8,843
======== ======== ======== ========
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)
Six Months Ended
------------------------
March 31, March 31,
2003 2002
---------- ----------
Cash flows from operating activities:
Net income. . . . . . . . . . . . . $ 6,839 $ 7,773
Adjustments to reconcile net income to
net cash provided by operating
activities:
Asset impairment charge . . . . . . 2,750 --
Depreciation. . . . . . . . . . . . 2,436 2,091
Amortization. . . . . . . . . . . . 205 92
Bad debt expense. . . . . . . . . . 142 132
Equity in net income of foreign
affiliate . . . . . . . . . . . . (395) (339)
Tax effect of stock options . . . . 424 409
Decrease in short-term investments. 66 94
Increase in accounts receivable . . (761) (1,132)
Increase in allowance for doubtful
accounts net of bad debts . . . . (157) (144)
Increase in prepaid expenses. . . . (1,852) (1,553)
Net increase in other assets. . . . (2,310) (715)
Decrease in accounts payable. . . . (284) (318)
Decrease in accrued liabilities . . (120) (1,266)
Increase (decrease) in minority
interest. . . . . . . . . . . . . 80 (24)
-------- --------
Net cash provided by
operating activities. . . . 7,063 5,100
Cash flows from investing activities:
Acquisition of property, plant
and equipment . . . . . . . . . . (1,917) (1,921)
-------- --------
Net cash used by
investing activities. . . . (1,917) (1,921)
Cash flows from financing activities:
Dividend received from foreign
affiliate . . . . . . . . . . . . 535 334
Dividend paid . . . . . . . . . . . (6,368) (6,113)
-------- --------
Net cash used by
financing activities. . . . (5,833) (5,779)
Effect of exchange rates on cash. . . 285 (178)
-------- --------
Net decrease in cash and
cash equivalents. . . . . . . . . . (402) (2,778)
Opening balance -
cash and cash equivalents . . . . . 7,627 7,055
-------- --------
Ending balance -
cash and cash equivalents . . . . . $ 7,225 $ 4,277
======== ========
The accompanying notes are an integral
part of these financial statements.
5
LANDAUER, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements - March 31, 2003
(Unaudited)
(1) BASIS OF PRESENTATION
The accompanying unaudited consolidated condensed financial
statements reflect the financial position of Landauer, Inc. and
Subsidiaries ("Landauer" or "the Company") as of March 31, 2003 and
September 30, 2002, and the consolidated results of operations and cash
flows for the three-month and six-month periods ended March 31, 2003 and
2002. 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 March
31, 2003 and September 30, 2002, and the consolidated results of operations
and cash flows for the three-month and six-month periods ended March 31,
2003 and 2002.
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
operations or financial position.
The results of operations for the three-month and six-month periods
ended March 31, 2003 and 2002 are not necessarily indicative of the results
to be expected for the full year.
(2) CASH DIVIDENDS
On March 7, 2003, the Company declared a regular quarterly cash
dividend in the amount of $ 0.375 per share payable on April 11, 2003, to
stockholders of record on March 21, 2003. On December 20, 2002, the
Company declared a regular quarterly cash dividend in the amount of $ 0.375
per share payable on January 17, 2003, to stockholders of record on
January 3, 2003.
Regular quarterly cash dividends of $ 0.35 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 and six month periods ended March 31,
2003 and 2002 (000's):
Three Months Ended Six Months Ended
March 31, March 31,
-------------------- ---------------------
2003 2002 2003 2002
--------- --------- --------- ---------
Net income. . . . . . . . $ 3,030 $ 4,037 $ 6,839 $ 7,773
Other comprehensive income-
Foreign currency transla-
tion adjustment. . . . . 155 (8) 285 (180)
--------- --------- --------- ---------
Comprehensive income. . . $ 3,185 $ 4,029 $ 7,124 $ 7,593
========= ========= ========= =========
6
LANDAUER, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements - March 31, 2003 (Cont'd)
(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 during each period.
The following table presents the weighted average number of shares of
common stock for the three and six month periods ended March 31, 2003 and
2002 (000's):
Three Months Ended Six Months Ended
March 31, March 31,
-------------------- ---------------------
2003 2002 2003 2002
--------- --------- --------- ---------
Weighted average number
of shares of common stock
outstanding. . . . . . . 8,792 8,745 8,786 8,740
Options issued to
executives . . . . . . . 79 112 81 103
-------- -------- -------- --------
Weighted average number
of shares of common stock
assuming dilution. . . . 8,871 8,857 8,867 8,843
======== ======== ======== ========
(5) STOCK-BASED COMPENSATION
The Company maintains stock option plans for key employees
("Employees' Plan"). It also maintains a stock option plan for its non-
employee directors. The Company accounts for those plans under the
recognition and measurement principles of APB Opinion No. 25, "Accounting
for Stock Issued to Employees", and related Interpretations. In December
2002, the Financial Accounting Standards Board ("FASB") issued Financial
Accounting Standard ("FAS") No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure - an amendment of FASB Statement
No. 123." FAS No. 148 requires disclosure in both annual and quarterly
financial statements about the method of accounting for stock-based
employee compensation, and the effect of the method used on reported
results. These additional disclosures are required beginning with the
Form 10-Q for the second quarter of 2003. Had compensation cost for these
plans been determined consistent with FASB Statements No. 123, "Accounting
for Stock-Based Compensation," the Company's net income and earnings per
share in each period would have been as follows (000's except per share
data):
7
LANDAUER, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements - March 31, 2003 (Cont'd)
Three Months Ended Six Months Ended
March 31, March 31,
-------------------- ---------------------
2003 2002 2003 2002
--------- --------- --------- ---------
Net income, as reported . $ 3,030 $ 4,037 $ 6,839 $ 7,773
Deduct: Total stock-based
employee compensation
expense determined under
fair value based method
for all awards, net of
related tax effects. . . 55 27 111 54
-------- -------- -------- --------
Pro forma net income. . . $ 2,975 $ 4,010 $ 6,728 $ 7,719
======== ======== ======== ========
Earnings per share:
Basic - As Reported . . $ 0.34 $ 0.46 $ 0.78 $ 0.89
======== ======== ======== ========
Basic - Pro Forma . . . $ 0.34 $ 0.46 $ 0.77 $ 0.88
======== ======== ======== ========
Diluted - As Reported . $ 0.34 $ 0.46 $ 0.77 $ 0.88
======== ======== ======== ========
Diluted - Pro Forma . . $ 0.34 $ 0.45 $ 0.77 $ 0.88
======== ======== ======== ========
Because the FASB Statement No. 123 method of accounting has not been
applied to options granted prior to October 1, 1996, the resulting pro
forma compensation cost may not be representative of that to be expected in
future years.
(6) ASSET IMPAIRMENT
The Company recorded a non-cash pre-tax charge of $2,750,000, or
$0.19 per diluted share (with income taxes calculated at a marginal rate of
39.7%) for the fiscal quarter ended March 31, 2003, to recognize an
impairment in the value of assets for the Aurion product line. The
financial results for Aurion have not been significant for any period
presented. Based on the estimated identifiable cash flows from this
service offering the impairment charge represents the Company's entire
investment in the Aurion-related assets and includes software and other
fixed assets, licenses, and badge components.
Following a period of product introduction, marketing efforts and an
analysis of second quarter results, it was determined that spending
constraints placed on targeted customers by health care cost pressures and
state and local government budget deficits had significantly reduced the
future net cash flows expected to be realized from Aurion. The Company
will continue servicing current customers through the term of their
agreement and will discontinue marketing to new customers. The Company
will consider alternative uses, if any, for the technology.
8
LANDAUER, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements - March 31, 2003 (Cont'd)
(7) RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In January 2003, the FASB issued Interpretation No. 46,
"Consolidation of Variable Interest Entities, an Interpretation of
Accounting Research Bulletin ("ARB") No. 51," ("FIN 46"). FIN 46 clarifies
the application of ARB No. 51, "Consolidated Financial Statements," to
certain entities in which equity investors do not have the characteristics
of a controlling financial interest or do not have sufficient equity at
risk for the entity to finance its activities without additional
subordinated financial support from other parties. The consolidation
requirements of FIN 46 apply immediately to variable interest entities
created after January 31, 2003, and to existing variable interest entities
in the interim period beginning after June 15, 2003. The Company is
reviewing FIN 46 to determine its impact, if any, on future reporting
periods.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
Landauer's cash flow from operating activities for the six months
ended March 31, 2003 and 2002 amounted to $7,063,000 and $5,100,000,
respectively. Acquisitions of property, plant and equipment amounted to
$1,917,000 and $1,921,000, respectively, for fiscal 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 $3,500,000 principally for the acquisition of equipment to
support the Company's Luxel product line, introduction of new service
offerings, 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 a $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 are invoiced for services in advance. Such advance
billings amounted to $11,895,000 and $11,885,000, respectively, as of
March 31, 2003 and September 30, 2002, and are included in the balance
sheet under the caption deferred contract revenue. While these amounts
included in deferred contract revenue represent almost one-half of current
liabilities, such amounts generally do not represent a cash requirement.
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 realized from the health care industry, the average days of sales
outstanding range from 43 to 79 days.
9
RESULTS OF OPERATIONS
QUARTERLY RESULTS
Revenues for the quarter ended March 31, 2003 were 14.6% higher
compared with the same quarter a year ago. Approximately 60% of the
revenue growth for the quarter was attributable to the consolidation of
Landauer's 51% owned subsidiary, LCIE-Landauer, Ltd., acquired in the third
quarter of fiscal 2002. The balance of revenue growth for the quarter
resulted from improved pricing and a modest increase in unit demand. Gross
margins were 66.0% of revenues for the second quarter of fiscal 2003,
comparable to 66.3% for the same period in 2002.
The Company recognized a non-cash charge in the amount of $2,750,000,
or $0.19 per diluted share (after income tax benefit computed at a marginal
rate of 39.7%), for costs associated with the impairment in value of assets
related to Landauer's Aurion service (See Note 6). Selling, general and
administrative expenses were slightly lower in the second quarter as a
percent of revenues at 21.2% versus 23.7% for the second quarter of fiscal
2002. While expenses related to LCIE-Landauer increased, and selling and
research and development expenses were higher, these were largely offset by
lower incentive compensation expenses. Operating income was impacted by the
non-cash impairment charge and was 28.4% of revenues compared to 42.6% for
the same period last year. Income before taxes and minority interest was
29.8% of the revenues for the quarter just ended compared to 44.0% for the
second fiscal quarter of 2002.
The effective tax rate for the Company during the second quarter of
fiscal 2003 was 36.5% compared with 37.4% for the second quarter of fiscal
2002. Resulting net income of $3,030,000 for the second fiscal quarter of
2003, compared with $4,037,000 in the same quarter reported in fiscal 2002.
Diluted income per share for the current quarter was $ 0.34 versus $ 0.46
for fiscal 2002.
SIX MONTH RESULTS
Revenues for the six months ended March 31, 2003, were $32,238,000 or
13.3% greater than $28,445,000 reported for the same period in fiscal 2002.
Revenue growth resulted from the consolidation of the European operations
and from core radiation dosimetry services where the Company realized
higher pricing and slightly increased unit volume. Gross margins for the
first half of fiscal 2003 were 64.5% of revenues, or slightly lower than
the 65.8% reported a year ago as a result of lower margins for the French
business.
Selling, general, and administrative expenses in the first six months
of fiscal 2003 were 7.8% higher than a year ago, due to higher European
operating expenses and domestic selling and research and development costs,
offset by lower incentive compensation expenses. Selling, general, and
administrative expenses were 22.3% of revenues for the first half of fiscal
2003 compared to 23.4% for the first half of fiscal 2002. Operating income
for the first half of fiscal 2003 was 33.7% of revenues compared with 42.3%
for the same period last year. Income before taxes and minority interest
was 35.1% of revenues for the six months just ended compared to 43.8% of
revenues for the same period in fiscal 2002.
The effective tax rate for the Company during the first half of
fiscal 2002 was 37.0% compared with 37.4% a year ago. Resulting net income
of $6,839,000 for the first six months of 2003 compares with earnings of
$7,773,000 reported in fiscal 2002. Diluted income per share for the first
half of fiscal 2003 was $0.77, compared to $0.88 in the first fiscal half
of 2002.
10
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, 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 and competitive conditions, foreign
exchange risks, government regulations and changes in postal and delivery
practices. Such assumptions may not materialize to the extent assumed and
such risks and uncertainties may cause actual results to differ from
anticipated results. Such risks and uncertainties may also result in
changes to the Company's business plan and prospects and could create the
need from time to time to write down the value of the assets or otherwise
cause the Company to incur unanticipated expenses. Additional information
may be obtained by reviewing the Company's reports filed from time to time
with the SEC.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In January 2003, the FASB issued Interpretation No. 46,
"Consolidation of Variable Interest Entities, an Interpretation of
Accounting Research Bulletin ("ARB") No. 51," ("FIN 46"). FIN 46 clarifies
the application of ARB No. 51, "Consolidated Financial Statements," to
certain entities in which equity investors do not have the characteristics
of a controlling financial interest or do not have sufficient equity at
risk for the entity to finance its activities without additional
subordinated financial support from other parties. The consolidation
requirements of FIN 46 apply immediately to variable interest entities
created after January 31, 2003, and to existing variable interest entities
in the interim period beginning after June 15, 2003. The Company is
reviewing FIN 46 to determine its impact, if any, on future reporting
periods.
ITEM 3. QUANTITATIVE & QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The Company is exposed to market risk, including changes in foreign
currency exchange rates and interest rates. As discussed in Note 1 to the
financial statements in the Annual Report on Form 10-K, "Summary of
Significant Accounting Policies" to the consolidated financial statements,
the financial statements of the Company's non-U.S. subsidiaries are
remeasured into U.S. dollars using the U.S. dollar as the functional
currency. The market risk associated with foreign currency exchange rates
is not material in relation to the Company's financial position, results of
operations, or cash flows. The Company does not have any significant trade
accounts receivable, trade accounts payable, commitments or borrowings in a
currency other than that of the reporting units functional currency. As
such, the Company does not use derivative financial instruments to manage
the exposure in its non-U.S. operations.
11
ITEM 4. CONTROLS AND PROCEDURES
Within the 90 days prior to the filing 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.
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 and M. Christine Jacobs as directors for
three-year terms. Voting for all nominees were 7,518,544 shares
(representing 85.6% of total shares outstanding), and votes for 41,447
shares were withheld from all nominees. 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.
12
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:May 12, 2003
/s/ James M. O'Connell
------------------------------
James M. O'Connell
Vice President and Treasurer
(Principal Financial and
Accounting Officer)
13
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.
May 12, 2003
/s/ Brent A. Latta
------------------------------------
President & Chief Executive Officer
14
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.
May 12, 2003
/s/ James M. O'Connell
------------------------------
Chief Financial Officer
15