Form 10-Q LANDAUER INC For: Dec 31

Form 10-Q LANDAUER INC For: Dec 31

Sign up for StreetInsider Free!

Sign up for StreetInsider Free!

Create E-mail Alert Related Categories

You May Also Be Interested In

Create E-mail Alert Related Categories

Free News Feed

Article Stock Quotes (1)

FREE Breaking News Alerts from StreetInsider.com!

StreetInsider.com Top Tickers, 4/23/2024

1. TSLA
2. GM
3. SPY
4. SPOT
5. AMZN

6. SHW
7. AAPL
8. IBM
9. NVDA
10. MTTR

Top News Most Read Special Reports

March 10, 2015 6:08 AM EDT

E-mail

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2014

Commission File Number 1-9788


	LANDAUER, INC. (Exact Name of registrant as specified in its charter)

	Delaware	06-1218089
	(State or other jurisdiction of Incorporation or organization)	(I.R.S. Employer Identification Number)

	2 Science Road, Glenwood, IL 60425 (Address of principal executive offices and zip code)

	Registrant’s telephone number, including area code: (708) 755-7000

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ X ] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	[ ]	Accelerated filer	[ X ]
Non-accelerated filer	[ ]	Smaller reporting company	[ ]
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [ X ]

As of February 24, 2015, 9,560,674 shares of common stock, par value $0.10 per share, of the registrant were outstanding.

TABLE OF CONTENTS



PART I FINANCIAL INFORMATION

Item 1.	Financial Statements

		Consolidated Balance Sheets (Unaudited)	3

		Consolidated Statements of Operations (Unaudited)	4

		Consolidated Statements of Comprehensive Income (Unaudited)	5

		Consolidated Statement of Stockholders’ Equity (Unaudited)	6

		Consolidated Statements of Cash Flows (Unaudited)	7

		Notes to Consolidated Financial Statements (Unaudited)	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		20

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		24

Item 4.	Controls and Procedures		24


PART II OTHER INFORMATION

Item 1.	Legal Proceedings		27

Item 1A.	Risk Factors		27

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		28

Item 3.	Defaults Upon Senior Securities		28

Item 4.	Mine Safety Disclosures		28

Item 5.	Other Information		28

Item 6.	Exhibits		29


SIGNATURE			30

Table of Contents

PART I FINANCIAL INFORMATION

Item 1.Financial Statements

LANDAUER, INC. AND SUBSIDIARIES

Consolidated Balance Sheets (Unaudited)


(Dollars in Thousands)	December 31, 2014		September 30, 2014
ASSETS
Current assets:
Cash and cash equivalents	$	8,397	$	6,761
Receivables, net of allowances of $1,742 at December 31, 2014 and $1,872 at September 30, 2014		29,565		34,707
Inventories		7,077		6,687
Deferred income tax asset - current		2,362		2,369
Prepaid income taxes		2,736		1,836
Prepaid expenses and other current assets		4,284		1,973
Current assets		54,421		54,333
Property, plant and equipment, at cost		104,792		104,010
Accumulated depreciation and amortization		(59,065)		(57,253)
Net property, plant and equipment		45,727		46,757
Equity in joint ventures		22,477		23,835
Goodwill		42,226		43,218
Intangible assets, net of accumulated amortization of $37,769 at December 31, 2014 and $37,579 at September 30, 2014		13,764		14,077
Dosimetry devices, net of accumulated depreciation of $4,584 at December 31, 2014 and $4,353 at September 30, 2014		3,570		3,958
Deferred income tax assets		18,467		18,374
Other assets		10,195		12,034
ASSETS	$	210,847	$	216,586
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	5,681	$	6,248
Dividends payable		5,302		5,329
Deferred contract revenue		14,724		14,750
Accrued compensation and related costs		6,950		7,132
Accrued severance		807		2,731
Other accrued expenses		8,412		8,538
Current liabilities		41,876		44,728
Non-current liabilities:
Long-term debt		133,585		133,585
Pension and postretirement obligations		19,366		19,475
Deferred income taxes		484		509
Uncertain income tax liabilities		3,379		3,284
Other non-current liabilities		960		1,271
Non-current liabilities		157,774		158,124
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; 9,637,186 and 9,577,874 shares issued and outstanding at December 31, 2014 and September 30, 2014, respectively		952		958
Additional paid in capital		40,729		40,317
Accumulated other comprehensive loss		(11,882)		(10,148)
(Accumulated deficit) retained earnings		(19,800)		(18,873)
Landauer, Inc. stockholders' equity		9,999		12,254
Noncontrolling interest		1,198		1,480
Stockholders' equity		11,197		13,734
LIABILITIES AND STOCKHOLDERS' EQUITY	$	210,847	$	216,586

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

LANDAUER, INC. AND SUBSIDIARIES

Consolidated Statements of Operations (Unaudited)


		Three Months Ended December 31,
(Dollars in Thousands, Except per Share)	2014		2013 (As Restated)
Service revenues	$	32,057	$	31,745
Product revenues		5,490		6,402
Net revenues		37,547		38,147
Costs and expenses:
Service costs		15,634		15,010
Product costs		2,117		3,375
Total cost of sales		17,751		18,385
Gross profit		19,796		19,762
Selling, general and administrative		13,655		14,226
Acquisition, reorganization and nonrecurring costs		-		111
Operating income		6,141		5,425
Equity in income of joint ventures		696		1,281
Interest expense, net		(953)		(937)
Other (expense) income, net		251		159
Income before taxes		6,135		5,928
Income tax expense		1,610		1,899
Net income		4,525		4,029
Less: Net income attributed to noncontrolling interest		148		208
Net income attributed to Landauer, Inc.	$	4,377	$	3,821

Net income per share attributable to Landauer, Inc. shareholders:
Basic	$	0.46	$	0.40
Weighted average basic shares outstanding		9,446		9,422
Diluted	$	0.46	$	0.40
Weighted average diluted shares outstanding		9,474		9,467

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

LANDAUER, INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income (Unaudited)


	Three Months Ended December 31, 2014
(Dollars in Thousands)	Landauer, Inc.		Noncontrolling Interest		Total
Net income	$	4,377	$	148	$	4,525
Other comprehensive income:
Defined benefit pension and postretirement plans activity, net of taxes of $0		72		-		72
Unrealized gains (losses) on available-for-sale securities, net of taxes of $0		(35)		-		(35)
Foreign currency translation adjustment, net of taxes of $954		(1,771)		(99)		(1,870)
Comprehensive income	$	2,643	$	49	$	2,692

	Three Months Ended December 31, 2013
	(As Restated)
(Dollars in Thousands)	Landauer, Inc.		Noncontrolling Interest		Total
Net income	$	3,821	$	208	$	4,029
Other comprehensive income:
Defined benefit pension and postretirement plans activity, net of taxes of $0		45				45
Unrealized gains (losses) on available-for-sale securities, net of taxes of $0		(79)				(79)
Foreign currency translation adjustment, net of taxes of $0		(256)		(68)		(324)
Comprehensive income	$	3,531	$	140	$	3,671

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

LANDAUER, INC. AND SUBSIDIARIES

Consolidated Statement of Stockholders’ Equity (Unaudited)


	Landauer, Inc. Stockholders' Equity
(Dollars in Thousands)	Common Stock Shares		Common Stock		Addi- tional Paid in Capital		Accumulated Other Compre-hensive (Loss) Income		(Accumulated Deficit) Retained Earnings		Non- Controlling Interest		Total Stock- holders' Equity
September 30, 2014		9,577,874	$	958	$	40,317	$	(10,148)	$	(18,873)	$	1,480	$	13,734
Stock-based compensation arrangements		59,312		(6)		412		-		-		-		406
Dividends		-		-		-		-		(5,304)		(331)		(5,635)
Net income		-		-		-		-		4,377		148		4,525
Foreign currency translation adjustment, net of tax		-		-		-		(1,771)		-		(99)		(1,870)
Unrealized gains (losses) on available-for-sale securities, net of tax		-		-		-		(35)		-		-		(35)
Defined benefit pension and postretirement plans activity, net of tax		-		-		-		72		-		-		72
December 31, 2014		9,637,186	$	952	$	40,729	$	(11,882)	$	(19,800)	$	1,198	$	11,197

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

LANDAUER, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows (Unaudited)



	Three Months Ended December 31,
(Dollars in Thousands)		2014		2013 (As Restated)
Cash flows from operating activities:
Net income		$	4,525	$	4,029
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			3,078		3,732
Equity in income of joint ventures			(696)		(1,281)
Dividends from joint ventures			1,139		1,340
Stock-based compensation and related net tax benefits			437		282
Current and long-term deferred taxes, net			(1,195)		260
Gain on sale, disposal and abandonment of fixed assets			(3)		-
Gain on investments			(111)		(268)
Changes in operating assets and liabilities:
Decrease in accounts receivable, net			4,985		4,482
(Increase) decrease in prepaid taxes			(214)		901
(Increase) decrease in other operating assets, net			(1,437)		102
Decrease in accounts payable and other accrued liabilities			(971)		(3,840)
(Decrease) increase in other operating liabilities, net			(53)		200
Net cash provided by operating activities			9,484		9,939
Cash flows used by investing activities:
Acquisition of property, plant and equipment			(1,384)		(1,245)
Acquisition of joint ventures and businesses, net of cash acquired			-		(1,800)
Other investing activities, net			(315)		97
Net cash used by investing activities			(1,699)		(2,948)
Cash flows (used) provided by financing activities:
Net borrowings on revolving credit facility			-		(21)
Long-term borrowings - loan			8,800		14,000
Long-term borrowings - repayment			(8,800)		(13,000)
Dividends paid to stockholders			(5,347)		(5,274)
Other financing activities, net			(331)		49
Net cash used by financing activities			(5,678)		(4,246)
Effects of foreign currency translation			(471)		49
Net increase in cash and cash equivalents			1,636		2,794
Opening balance - cash and cash equivalents			6,761		8,672
Ending balance - cash and cash equivalents		$	8,397	$	11,466

Accrued capital spending included in accounts payable and other accrued liabilities		$	205	$	174

The accompanying notes are an integral part of these consolidated financial statements.

Table of Contents

LANDAUER, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

December 31, 2014

(Dollars in thousands)

(1)Basis of Presentation and Consolidation

As used herein, the “Company” or “Landauer” refers to Landauer, Inc. and its subsidiaries.

The consolidated financial statements include the accounts of the Company, its subsidiaries and variable interest entities in which the Company has a controlling financial interest. All inter-company balances and transactions are eliminated in consolidation. Entities in which the Company does not have a controlling financial interest, but is considered to have significant influence, are accounted for on the equity method.

The accompanying unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2014 and other financial information filed with the Securities and Exchange Commission (the “SEC”). The September 30, 2014 balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America (“U.S. GAAP”).

The accounting policies followed by the Company are set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2014. There have been no changes to the accounting policies for the three month period ended December 31, 2014.

The results of operations for the three month period ended December 31, 2014 are not necessarily indicative of the results to be expected for the full fiscal year.

Restatement of Prior Period Financial Statements

In connection with the preparation of the consolidated financial statements for the fiscal year ended September 30, 2014, the Company identified errors in its previously issued financial statements for the interim period ended December 31, 2013. In accordance with accounting guidance presented in ASC 250-10 and SEC Staff Accounting Bulletin No. 99, Materiality, management assessed the materiality of these errors and concluded that they were material to the Company’s financial statements for the three months ended December 31, 2013. The Company is restating its financial statements for the interim period ended December 31, 2013 to correct for these errors. Following is a description of the corrections:

Income taxes – The Company did not properly allocate income between taxing jurisdictions for certain items. This resulted in the misstatement of income tax expense (benefit), prepaid taxes, current and deferred tax assets and liabilities, other accrued expenses and accumulated other comprehensive income.

Revenue and accounts receivable – The Company identified the following errors related to revenue recognition and its accounting for receivables:

The Company did not properly defer revenue for the portion of the badge wear period remaining at the end of each month. This resulted in the misstatement of revenue and the deferred revenue liability.

The Company did not recognize revenue for certain customers in accordance with contractually established terms and conditions. This resulted in the misstatement of revenue, cost of sales, inventory and the deferred revenue liability.

Table of Contents

Revenue was recognized for certain product sales prior to the transfer of the risk of loss to customers. This resulted in the misstatement of revenue, cost of sales, inventory and the deferred revenue liability.

Credit memos were recorded to customers’ accounts prior to recognition of the related revenue. This resulted in the misstatement of revenue and receivables, net of allowances.

The Company did not properly record an allowance for credit memos to be issued to customers in the same periods as the related revenue. This resulted in the misstatement of revenue and receivables, net of allowances.

The Company utilized a methodology at one of its foreign subsidiaries to record an allowance for doubtful accounts that did not properly estimate future bad debts based on the subsidiary’s historical experience. As a result, the Company did not record an allowance for certain significantly aged receivables and bad debt expense was not recorded in the proper periods. This resulted in the misstatement of selling, general and administrative expenses and receivables, net of allowances.

Dosimetry devices – The Company did not properly account for certain dosimetry devices, based on the expected useful life of the devices as determined by the wear period of the related badges. This resulted in a misstatement of cost of sales and dosimetry devices, net of accumulated depreciation.

Long-term investments - The Company recorded fixed income mutual fund investments held by one of its foreign subsidiaries as cash, instead of properly classifying them as available-for-sale securities. As a result, both realized and unrealized gains were incorrectly recorded as interest income. This resulted in the misstatement of interest expense, net, other income (expense), net, net income attributed to noncontrolling interest, comprehensive income, cash, other assets, accumulated other comprehensive income, and noncontrolling interest.

Sales taxes – The Company did not collect and remit sales taxes to the proper taxing jurisdictions. This resulted in the misstatement of selling, general and administrative expenses and other accrued expenses.

Intangible assets – The Company’s intangible assets include purchased customer lists, licenses, patents, trademarks and tradenames. These assets are recorded at fair value and assigned estimated useful lives at the time of acquisition. The Company did not properly amortize certain customer lists and trademarks based on their assigned useful lives and, therefore, did not record amortization expense in the proper periods. This resulted in a misstatement of selling, general and administrative expenses and intangible assets, net of accumulated amortization.

Equity in joint ventures – The Company identified the following errors related to accounting for its joint ventures:

During fiscal 2012 and 2013, the Company did not properly record its share of equity income from certain joint ventures in the proper periods.

The Company did not properly eliminate intra-entity profit on sales to one of its joint ventures accounted for on the equity method. This resulted in the misstatement of equity in income of joint ventures and equity in joint ventures (investment account).

Revenue was recorded at one of the Company’s joint ventures on equipment sales prior to transfer of the risk of loss to the customer. As a result, the Company did not record its share of equity income from the joint venture in the proper periods.

Table of Contents

The following table summarizes the impact of the restatement on net income (loss) and diluted net income (loss) per share attributed to Landauer, Inc. for the three months ended December 31, 2013:



(Dollars in Thousands, Except per Share Amounts)	Three Months Ended December 31, 2013 (Unaudited)
	Net Income (Loss)		Diluted Net Income (Loss) Per Share
As previously reported	$	3,051	$	0.32
Revenue and accounts receivable		252
Dosimetry devices		12
Long-term investments		79
Sales taxes		(16)
Intangible assets		150
Equity in joint ventures		708
Total adjustments		1,185		0.12
Income tax expense (benefit)		403		0.04
Less amounts attributed to noncontrolling interest		12		-
Net impact of adjustments		770		0.08
As restated	$	3,821	$	0.40

The effect of the restatement on the previously issued Consolidated Statement of Operations for the three months ended December 31, 2013 is as follows:



	Three Months Ended December 31, 2013 (Unaudited)
(Dollars in Thousands, Except per Share)	Previously Reported		As Restated
Service revenues	$	31,894	$	31,745
Product revenues		5,811		6,402
Net revenues		37,705		38,147
Costs and expenses:
Service costs		15,049		15,010
Product costs		3,158		3,375
Total cost of sales		18,207		18,385
Gross profit		19,498		19,762
Selling, general, and administrative		14,362		14,226
Acquisition, reorganization and nonrecurring costs		111		111
Operating income		5,025		5,425
Equity in income of joint ventures		573		1,281
Interest expense, net		(892)		(937)
Other income (expense), net		37		159
Income before taxes		4,743		5,928
Income tax (benefit) expense		1,496		1,899
Net income		3,247		4,029
Less: Net income attributed to noncontrolling interest		196		208
Net income attributed to Landauer, Inc.	$	3,051	$	3,821
Net income per share attributed to Landauer, Inc. shareholders:
Basic	$	0.32	$	0.40
Weighted average basic shares outstanding		9,422		9,422
Diluted	$	0.32	$	0.40
Weighted average diluted shares outstanding		9,467		9,467

Table of Contents

The effect of the restatement on the previously issued Consolidated Statement of Cash Flows for the three months ended December 31, 2013 is as follows:



	Three Months Ended December 31, 2013 (Unaudited) (a)
(Dollars in Thousands)	Previously Reported		As Restated
Cash flows provided from operating activities:
Net income	$	3,247	$	4,029
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		3,894		3,732
Gain on investments		(146)		(268)
Equity in income of joint ventures		(573)		(1,281)
Dividends from joint ventures		1,340		1,340
Stock-based compensation and related net tax benefits		282		282
Current and long-term deferred taxes, net		292		260
Changes in operating assets and liabilities:
Decrease in accounts receivable, net		4,396		4,482
Decrease in prepaid taxes		466		901
(Increase) decrease in other operating assets, net		(88)		102
Decrease in accounts payable and other accrued liabilities		(3,328)		(3,840)
Increase in other operating liabilities, net		200		200
Net cash provided by operating activities		9,982		9,939
Cash flows used by investing activities:
Acquisition of property, plant & equipment		(1,245)		(1,245)
Acquisition of joint ventures and businesses, net of cash acquired		(1,800)		(1,800)
Other investing activities, net		(573)		97
Net cash used by investing activities		(3,618)		(2,948)
Cash flows (used) provided by financing activities:
Net borrowings on revolving credit facility		(21)		(21)
Long–term borrowings - loan		14,000		14,000
Long–term borrowings - repayment		(13,000)		(13,000)
Dividends paid to stockholders		(5,274)		(5,274)
Other financing activities, net		49		49
Net cash used by financing activities		(4,246)		(4,246)
Effects of foreign currency translation		(30)		49
Net increase in cash and cash equivalents		2,088		2,794
Opening balance – cash and cash equivalents		11,184		8,672
Ending balance – cash and cash equivalents	$	13,272	$	11,466

(a)

As reported in the Company's 2014 third fiscal quarter Form 10-Q (filed on August 11, 2014), certain errors were identified in the Consolidated Statement of Cash Flows that impacted prior periods. The errors related to the following: treatment of accrued additions for property, plant and equipment, classification of debt financing fees and classification of unrealized gains or losses on investments in the Consolidated Statements of Cash Flows. The prior period consolidated statements of cash flows were revised in the 2014 third fiscal quarter Form 10-Q to correct for these errors and the impacts of the corrections are reflected within the 'Previously Reported' columns above.

Table of Contents

(2)Recent Accounting Pronouncements

In July 2013, the Financial Accounting Standards Board (“FASB”) issued new guidance to reduce the diversity in presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss or a tax credit carryforward exists. This requires an unrecognized tax benefit to be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, with certain exceptions listed in the guidance. This guidance was adopted by the Company in the first quarter of fiscal 2015. The adoption did not have a material impact on the Company’s consolidated financial statements.

In May 2014, the FASB issued new guidance for recognizing revenue from contracts with customers, which provides a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will supersede most current revenue recognition guidance. This guidance is effective for the Company in the first quarter of fiscal 2018. Early adoption is not permitted. The Company is currently evaluating the impact that adoption of this guidance will have on its consolidated financial statements.

In June 2014, the FASB issued new guidance on accounting for share-based payments requiring a specific performance target to be achieved in order for employees to become eligible to vest in the awards when that performance target may be achieved after the requisite service period for the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period for which the requisite service has already been rendered. This guidance is effective for the Company in the first quarter of fiscal 2017. Early adoption is permitted. The Company is currently evaluating the impact that adoption of this guidance will have on its consolidated financial statements.

In August 2014, the FASB issued new guidance on determining when and how to disclose going-concern uncertainties in the financial statements. The new standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of doubt about the entity’s ability to continue as a going concern. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. This guidance is effective for the Company in the first quarter of fiscal 2017, with early adoption permitted. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements.

In November 2014, the FASB issued new guidance on accounting for pushdown accounting in the event of a business combination. This update provides an acquired entity with an option to apply pushdown accounting in its separate financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity. This guidance was adopted by the Company in the first quarter of fiscal 2015. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.

In January 2015, the FASB issued new guidance on accounting for unusual and infrequently occurring items, which eliminates the concept of extraordinary items. An unusual and infrequently occurring item will no longer be classified as an extraordinary item and segregated from ordinary operations in the income statement, but will be shown as a component of income from continuing operations or separately disclosed in notes to the financial statements. This guidance is effective for the Company in the first quarter of fiscal 2017, with early adoption permitted. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements.

In February 2015, the FASB issued amended guidance on the model used to evaluate whether certain legal entities should be consolidated. This guidance is effective for the Company in the first quarter of fiscal 2017. Early adoption is permitted. The Company is currently evaluating the impact that adoption of this guidance will have on its consolidated financial statements.

Table of Contents

(3)Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in a principal or most advantageous market. Fair value is a market-based measurement that is determined based on inputs, which refer broadly to assumptions that market participants use in pricing assets or liabilities. A fair value hierarchy with three tiers has been established to prioritize the inputs to valuation techniques used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. Level 1 inputs include quoted prices in active markets for identical assets and liabilities. Level 2 inputs consist of observable inputs other than quoted prices in active markets or indirectly observable through corroboration with observable market data. Level 3 inputs are not observable in the market and include management’s own judgments about the assumptions market participants would use in pricing the asset or liability based on the best information available in the circumstances.

Financial assets measured at fair value on a recurring basis are summarized below:



	Fair Value Measurements at December 31, 2014 Using
(Dollars in Thousands)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Asset Category
Cash equivalents	$	167	$	-	$	-
Mutual funds		3,845		-		-
Available-for-sale securities		-		2,179		-
Total financial assets at fair value	$	4,012	$	2,179	$	-

	Fair Value Measurements at September 30, 2014 Using
(Dollars in Thousands)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Asset Category
Cash equivalents	$	105	$	-	$	-
Mutual funds		3,629		-		-
Available-for-sale securities		-		2,382		-
Total financial assets at fair value	$	3,734	$	2,382	$	-

Following is a description of each category in the fair value hierarchy and the financial assets and liabilities of the Company that were included in each category at December 31, 2014 and September 30, 2014, measured on a recurring basis.

The Level 1 financial assets were comprised of investments in trading securities, which are reported in other long-term assets. The investments are held in a Rabbi trust for benefits under the Company’s deferred compensation plan. Under the plan, participants designate investment options to serve as the basis for measurement of the notional value of their accounts. The investments include a money market fund and mutual funds that are publicly traded. The fair values of the shares or underlying securities of these funds are based on quoted market prices.

The Level 2 financial assets are long-term investments consisting primarily of fixed income mutual funds, classified as available-for-sale securities. These are reported in other long-term assets. The investments in fixed income mutual funds are valued based on the net asset value of the underlying securities as provided by the investment account manager. The investments are not restricted or subject

Table of Contents

to a lockup and may be redeemed on demand. Notice within a certain period of time prior to redemption is not required.

The Company’s long term debt is classified as Level 2. The carrying amount of the Company’s long-term debt approximated fair value as the stated interest rates were variable in relation to prevailing market rates.

The Company recorded a liability for contingent consideration during the second quarter of fiscal 2014 related to the acquisition of ilumark GmbH and the launch of its new medical products. The liability was recorded at fair value, which was determined using a discounted cash flow model based on assumptions and projections relevant to revenues. A discount rate of 11% was used and payments are projected to occur in fiscal 2016 and 2017. The fair value of the contingent consideration was $699 as of December 31, 2014, and is reported in other non-current liabilities. The contingent consideration liability is classified as Level 3.

There were no transfers between fair value hierarchy levels during the period.

(4)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.

The following table sets forth the computation of net income per share:



	Three Months Ended December 31,
(Dollars in Thousands, Except per Share)	2014		2013 (As Restated)
Basic Net Income per Share:
Net income attributed to Landauer, Inc.	$	4,377	$	3,821
Less: Income allocated to unvested restricted stock		29		46
Net income available to common stockholders	$	4,348	$	3,775
Basic weighted average shares outstanding		9,446		9,422
Net income per share - Basic	$	0.46	$	0.40

Diluted Net Income per Share:
Net income attributed to Landauer, Inc.	$	4,377	$	3,821
Less: Income allocated to unvested restricted stock		29		46
Net income available to common stockholders	$	4,348	$	3,775
Basic weighted average shares outstanding		9,446		9,422
Effect of dilutive securities		28		45
Diluted weighted averages shares outstanding		9,474		9,467
Net income per share - Diluted	$	0.46	$	0.40
Dividends paid per share	$	0.55	$	0.55

On March 9, 2015, the Company declared a reduction in dividend to $0.275 per share, compared to $0.55 per share in the previous quarter.

Table of Contents

(5)Employee Benefit Plans

The components of net periodic benefit cost for pension and other benefits were as follows:



Pension Benefits	Three Months Ended December 31,
(Dollars in Thousands)	2014		2013
Interest cost	$	364	$	375
Expected return on plan assets		(396)		(377)
Amortization of net loss		84		48
Net periodic benefit cost	$	52	$	46

Other Benefits	Three Months Ended December 31,
(Dollars in Thousands)	2014		2013
Service cost	$	13	$	15
Interest cost		8		13
Amortization of net gain		(12)		(3)
Net periodic benefit cost	$	9	$	25

The Company, under the IRS minimum funding standards, has no required contributions to make to its defined benefit pension plan during fiscal 2015.

The Company maintains 401(k) Retirement Savings Plans for certain employees, which may provide for employer matching contributions, and a supplemental defined contribution plan for certain executives, which provides for employer contributions at the discretion of the Company. Amounts expensed for Company contributions under these plans during the three months ended December 31, 2014 and 2013 were $407 and $458, respectively.

(6)Goodwill and Intangible Assets

Changes in the carrying amount of goodwill by reportable segment for the three months ended December 31, 2014 were as follows:



(Dollars in Thousands)	Radiation Measurement		Medical Physics		Medical Products		Total
Balance as of September 30, 2014
Goodwill	$	18,961	$	22,611	$	65,714	$	107,286
Accumulated impairment losses		-		-		(64,068)		(64,068)
Balance as of September 30, 2014	$	18,961	$	22,611	$	1,646	$	43,218
Effects of foreign currency		(923)		-		(69)		(992)
Balance as of December 31, 2014
Goodwill	$	18,038	$	22,611	$	65,645	$	106,294
Accumulated impairment losses		-		-		(64,068)		(64,068)
Balance as of December 31, 2014	$	18,038	$	22,611	$	1,577	$	42,226

Table of Contents

Intangible assets consisted of the following:



	December 31, 2014
(Dollars in Thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Intangibles Impairment Charge
Customer lists	$	43,756	$	33,053	$	10,703	$	18,657
Trademarks and tradenames		2,176		2,051		125		1,498
Licenses and patents		5,024		2,108		2,916		665
Other intangibles		577		557		20		-
Intangible assets	$	51,533	$	37,769	$	13,764	$	20,820



	September 30, 2014
(Dollars in Thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Intangibles Impairment Charge
Customer lists	$	44,138	$	32,934	$	11,204	$	18,657
Trademarks and tradenames		2,176		2,051		125		1,498
Licenses and patents		4,765		2,037		2,728		665
Other intangibles		577		557		20		-
Intangible assets	$	51,656	$	37,579	$	14,077	$	20,820

Identifiable intangible assets with finite lives are amortized over their estimated useful lives. Intangible asset amortization expense was $563 and $1,056 for the three months ended December 31, 2014 and 2013, respectively.

(7)Accumulated Other Comprehensive Loss

Accumulated elements of other comprehensive loss, net of tax, are included in the stockholders’ equity section of the condensed consolidated balance sheets. Changes in each component for the three months ended December 31 are as follows:



(Dollars in Thousands)	Foreign Currency Translation Adjustments		Unrealized Gains and Losses on Available-for-Sale Securities		Pension and Postretirement Plans		Comprehensive (Loss) Income
Balance at September 30, 2014	$	(2,493)	$	166	$	(7,821)	$	(10,148)
Other comprehensive income before reclassifications		(1,771)		57		-		(1,714)
Amounts reclassified from accumulated other comprehensive income		-		(92)		72		(20)
Net current period other comprehensive income		(1,771)		(35)		72		(1,734)
Balance at December 31, 2014	$	(4,264)	$	131	$	(7,749)	$	(11,882)

Table of Contents



(Dollars in Thousands)	Foreign Currency Translation Adjustments		Unrealized Gains and Losses on Available-for-Sale Securities		Pension and Postretirement Plans		Comprehensive (Loss) Income
Balance at September 30, 2013 (As Restated)	$	(383)	$	132	$	(4,157)	$	(4,408)
Other comprehensive income before reclassifications		(256)		43		-		(213)
Amounts reclassified from accumulated other comprehensive income		-		(122)		45		(77)
Net current period other comprehensive income		(256)		(79)		45		(290)
Balance at December 31, 2013 (As Restated)	$	(639)	$	53	$	(4,112)	$	(4,698)

The tables below present the impact on net income of significant amounts reclassified out of each component of accumulated other comprehensive loss:



Pension and Postretirement Plans (1)	Three Months Ended December 31,
(Dollars in Thousands)	2014		2013 (As Restated)
Amortization of net loss	$	72	$	45
Total before tax		72		45
Provision for income taxes		-		-
Total net of tax	$	72	$	45

(1)These accumulated other comprehensive loss components are included in the computation of net periodic benefit costs (refer to Note 5 of the Notes to Consolidated Financial Statements for additional details regarding employee benefit plans).



Unrealized Gains and Losses on Available-for-Sale Securities	Three Months Ended December 31,
(Dollars in Thousands)	2014		2013 (As Restated)
Realized gains on available-for-sale securities into earnings (1)	$	(92)	$	(122)
Total before tax		(92)		(122)
Provision for income taxes (2)		-		-
Total net of tax	$	(92)	$	(122)

(1)This amount is reported in Interest Expense, net on the Consolidated Statements of Operations

(2)This amount is reported in Income Tax Expense on the Consolidated Statements of Operations

Table of Contents

(8)Income Taxes

The effective tax rates for the first fiscal quarter of 2015 and 2014 were 26.2% and 32.0%, respectively. The decrease in the effective tax rate was due primarily to the enactment of the research and development credit for calendar year 2014 in the first fiscal quarter of 2015.

(9)Segment Information

The following tables summarize financial information for each reportable segment:



	Three Months Ended December 31,
(Dollars in Thousands)	2014		2013 (As Restated)
Revenues by segment:
Radiation Measurement	$	26,491	$	28,183
Medical Physics		8,484		7,739
Medical Products		2,572		2,225
Consolidated revenues	$	37,547	$	38,147

	Three Months Ended December 31,
(Dollars in Thousands)	2014		2013 (As Restated)
Operating income (loss) by segment:
Radiation Measurement	$	9,384	$	8,829
Medical Physics		618		433
Medical Products		334		(288)
Corporate		(4,195)		(3,549)
Consolidated operating income	$	6,141	$	5,425


(Dollars in Thousands)	December 31, 2014		September 30, 2014
Segment assets:
Radiation Measurement	$	142,577	$	148,151
Medical Physics		39,295		38,851
Medical Products		48,337		48,164
Eliminations		(19,362)		(18,580)
Consolidated assets	$	210,847	$	216,586

(10)Related Party Transactions

The Company has a minority interest in Yamasato, Fujiwara, Higa & Associates, Inc. doing business as Aquila. The Company provides dosimetry parts to Aquila for its military contract. The sales to and purchases from Aquila were as follows for the periods ended:

Table of Contents

Balance sheet items were as follows for the periods ended:



(Dollars in Thousands)	December 31, 2014		September 30, 2014
Amounts in accounts receivable	$	1,812	$	3,799
Amounts in accounts payable		-		227

The Company has a 50% equity interest in Nagase-Landauer, Ltd. (“Nagase”), a radiation measurement company in Japan. The sales to and purchases from Nagase were as follows for the periods ended:

Balance sheet items were as follows for the periods ended:

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of the Company’s unaudited consolidated financial condition and results of operations should be read in conjunction with the annual audited consolidated financial statements and related notes thereto. The following discussion includes forward-looking statements that involve certain risks and uncertainties. For additional information regarding forward-looking statements and risk factors, see “Forward-Looking Statements” herein and Item 1A. “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2014.

The preparation of financial statements in conformity with U.S. GAAP 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 of operations, 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. The Company bases its estimates, judgments and assumptions on historical experience and other relevant factors that are believed to be reasonable under the circumstances. In any given reporting period, the Company’s actual results may differ from the estimates, judgments and assumptions used in preparing the consolidated financial statements.

Results of Operations

Comparison of the first fiscal quarter ended December 31, 2014 and the first fiscal quarter ended December 31, 2013

Revenues for the first fiscal quarter of 2015 were $37.5 million, a decrease of $0.6 million, or 1.6%, compared with revenues of $38.1 million for the first fiscal quarter of 2014. The Radiation Measurement segment decreased $1.7 million, which was primarily due to an unfavorable foreign currency impact of $0.8 million and a decrease in sales of military products to its joint venture of $0.7 million. The decrease in sales to its joint venture resulted from discontinued sales of low margin components for military products during the second half of fiscal 2014. The Company continues to sell higher margin Radwatch products to the joint venture. The Medical Physics segment increased $0.7 million, due to increased imaging and radiation therapy services. The Medical Products segment increased $0.4 million, due to higher domestic revenues and the full-quarter impact in fiscal 2015 of a modest acquisition in December 2013.

Gross margin was 52.8% for the first fiscal quarter of 2015, compared with 52.0% for the first fiscal quarter of 2014. Higher gross margins in the Radiation Measurement segment, due to favorable product mix, were partially offset by a 0.6% decline in gross margin in the Medical Physics segment driven by increased staffing expenses to support additional contracts in the imaging and therapy divisions and a 0.5% decline in gross margin in the Medical Products segment driven by Spherz price pressure.

Selling, general and administrative expenses for the first fiscal quarter of 2015 were $13.7 million, a decrease of $0.6 million, or 4.2%, compared with $14.3 million for the first fiscal quarter of 2014. The decrease in selling, general and administrative expenses resulted primarily from a $0.9 million decrease in research and development expenses and a $0.7 million decrease in amortization expense as a result of adjustments recorded during the third fiscal quarter of 2014 to reduce the carrying value of intangible assets, partially offset by higher legal, audit and other professional fees of $0.7 million.

Operating income for the first fiscal quarter of 2015 was $6.1 million, an increase of $0.7 million, or 13.0%, compared with operating income of $5.4 million for the first fiscal quarter of 2014. The increase in operating income was driven by a $0.9 million decrease in research and development expenses, offset by an increase in other selling, general and administrative expenses of $0.3 million.

Table of Contents

Equity in income of joint ventures for the first fiscal quarter of 2015 was $0.7 million, a decrease of $0.6 million, or 46.2%, compared with $1.3 million for the first fiscal quarter of 2014. The decrease was due primarily to the timing of military orders.

Net income attributed to Landauer for the first fiscal quarter of 2015 was $4.4 million, an increase of $0.6 million, or 15.8%, compared with net income of $3.8 million in the first fiscal quarter of 2014. The increase in net income was the result of a decrease in operating expenses of $0.7 million and a decrease in income tax provision of $0.3 million, partially offset by a decrease in equity in income of joint ventures of $0.6 million.

Radiation Measurement Segment

Radiation Measurement revenues for the first fiscal quarter of 2015 were $26.5 million, a decrease of $1.7 million, or 6.0%, compared with $28.2 million for the first fiscal quarter of 2014. The decrease in revenues was due primarily to the unfavorable impact of changes in foreign currency exchange rates of $0.8 million and lower military product sales to our joint venture of $0.7 million. The joint venture began sourcing these components directly from the supplier during the second half of fiscal 2014.

Operating income for the first fiscal quarter of 2015 was $9.4 million, an increase of $0.6 million, or 6.8%, compared with operating income of $8.8 million for the first fiscal quarter of 2014. The increase in operating income was due to a $1.0 million decrease in research and development expenses to support the Verifii next generation dosimetry platform, offset by a $0.3 million increase in selling, general and administrative expenses due to higher bad debt expense and additional headcount to support sales and customer service activities.

Medical Physics Segment

Medical Physics revenues for the first fiscal quarter of 2015 were $8.4 million, an increase of $0.7 million, or 9.1%, compared with $7.7 million for the first fiscal quarter of 2014. Imaging services revenue increased by $0.4 million, driven by new customer contracts for outsourced enterprise radiation safety solutions. Radiation therapy service revenue increased by $0.2 million, due to higher demand for services by our existing customers.

Operating income for the first fiscal quarter of 2015 was $0.6 million, compared to $0.4 million for the first fiscal quarter of 2014. The increase in operating income is due primarily to headcount reductions in administrative functions during fiscal 2014.

Medical Products Segment

Medical Products revenues for the first fiscal quarter of 2015 were $2.6 million, an increase of $0.4 million, or 18.2%, compared to $2.2 million for the first fiscal quarter of 2014. The increase in revenues is due to volume growth of $0.3 million and additional revenues of $0.3 million resulting from an acquisition completed in December 2013, offset by the impact of continued pressure on Spherz product pricing.

Medical Products had operating income of $0.3 million for the first fiscal quarter of 2015 versus an operating loss of $0.3 million for the first fiscal quarter of 2014. The change was primarily due to a $0.7 million decrease in amortization expense as a result of adjustments recorded during the third fiscal quarter of 2014 to reduce the carrying value of intangible assets.

Table of Contents

Corporate Selling, General and Administrative Expenses

Corporate selling, general and administrative expenses for the first fiscal quarter of 2015 were $4.2 million, an increase of $0.7 million, or 20%, compared to $3.5 million for the first fiscal quarter of 2014. The increase was due primarily to higher legal, audit and other professional fees of $0.7 million.

Liquidity and Capital Resources

The Company’s principal source of liquidity is operating cash flows supplemented by borrowings for major acquisitions and other significant transactions. The Company’s cash-generating capability is one of its fundamental strengths and provides it with substantial financial flexibility in meeting operating and investing needs.

The following table sets forth a summary of the Company’s cash flows:



	Three Months Ended December 31,
(Dollars in Thousands)	2014		2013 (As Restated)
Net cash provided by (used by):
Operating activities	$	9,484	$	9,939
Investing activities		(1,699)		(2,948)
Financing activities		(5,678)		(4,246)
Effect of foreign currency translation		(471)		49
Net increase in cash and cash equivalents	$	1,636	$	2,794

Cash provided by operating activities for the first three months of fiscal 2015 was $9.5 million, a decrease of $0.5 million over the same fiscal period in 2014. The decrease was primarily due to an increase in cash paid for income taxes of $0.3 million.

Cash used by investing activities for the first three months of fiscal 2015 was $1.7 million, a decrease of $1.2 million over the same fiscal period of 2014. The difference was primarily due to the acquisition of a small German distributor for $1.8 million in the first fiscal quarter of 2014.

Cash used by financing activities for the first three months of fiscal 2015 was $5.7 million, an increase of $1.4 million over the same fiscal period of 2014. The increase was primarily due to a reduction in net long-term borrowings. As of December 31, 2014, the Company had $41.4 million of unused availability under its current $175.0 million credit facility, which provides adequate liquidity to meet its current and anticipated obligations. During the first three months of both fiscal 2015 and 2014, the Company paid cash dividends of $5.3 million.

The Company expects to meet short-term liquidity requirements (including capital expenditures) through net cash from operating activities and cash on hand. As of December 31, 2014, long-term liquidity requirements consist primarily of obligations under the long-term debt obligations. The Company does not have any required debt repayments until August 2, 2018, when the debt facility expires. The Company was in compliance with all covenants as of December 31, 2014.

Recent Accounting Pronouncements

See Note 2 to the Consolidated Financial Statements in Item 1 of Part I of this Form 10-Q.

Table of Contents

Contractual Obligations

There have been no material changes, outside of the ordinary course of business, in the Company’s outstanding contractual obligations since the end of fiscal year 2014 through December 31, 2014.

Forward-Looking Statements

Certain matters contained in this report constitute forward-looking statements that are based on certain assumptions and involve certain risks and uncertainties. These include the following, without limitation: assumptions, risks and uncertainties associated with the Company’s future performance, the Company’s development and introduction of new technologies in general; the ability to protect and utilize the Company’s intellectual property; events or circumstances which result in an impairment of assets, including but not limited to, goodwill and identifiable intangible assets; 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; changes in spending or reimbursement for medical products or services; 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 joint ventures; valuation of the Company’s long-lived assets or business units relative to future cash flows; changes in pricing of services and products; 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, including instability in capital markets which could impact availability of short and long-term financing; the timing and extent of changes in interest rates; the level of borrowings; foreign exchange rates; government regulations; accreditation requirements; changes in the trading market that affect the costs 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” of the Company's Annual Report on Form 10-K for the year ended September 30, 2014 and information contained in other reports filed by the Company, from time to time, with the SEC. The Company does not undertake, and expressly disclaims, any duty to update any forward-looking statement whether as a result of new information, future events or changes in the Company’s expectations, except as required by law.

Table of Contents

Item 3.quantitative and Qualitative Disclosures About Market Risk

The Company is exposed to market risk, including changes in foreign currency exchange rates and is subject to interest rate risk related to borrowings under its existing credit facility. These risks are set forth in Item 7A “Quantitative and Qualitative Disclosures about Market Risk” of the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2014. The Company believes there have been no material changes in the information provided from the end of the preceding fiscal year through December 31, 2014.

Item 4.Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of December 31, 2014, an evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer (“CEO”) and 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 Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended.

Based upon that evaluation, our CEO and CFO concluded that the Company’s disclosure controls and procedures were not effective as a result of the material weaknesses that existed in our internal control over financial reporting described below.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

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.

We previously identified and reported the following material weaknesses in internal controls in financial reporting:

Control Environment - We did not maintain an effective control environment as we did not maintain a sufficient complement of personnel with an appropriate level of knowledge of accounting, experience and training commensurate with our financial reporting requirements. Additionally, we did not consistently establish appropriate authorities and responsibilities in pursuit of our financial reporting objectives. These material weaknesses contributed to the following control deficiencies, each of which is considered to be a material weakness:

Consolidated Statement of Cash Flows: We did not design effective controls over the preparation and review of our Consolidated Statement of Cash Flows. Specifically, controls were not designed to evaluate whether transactions were properly classified within the Consolidated Statement of Cash Flows, including nonrecurring transactions and adjustments pertaining to purchases of property, plant and equipment. This material weakness resulted in errors in our historical financial statements. The Company recorded adjustments to correct these errors as follows:

Revising its fiscal 2013 Statement of Consolidated Cash Flows reflecting adjustments in cash flows from investing and operating activities

Table of Contents

IT general controls and segregation of duties: We did not design and maintain processes and procedures that restrict access to key financial systems and records to appropriate users and evaluate whether appropriate segregation of duties is maintained. Specifically, certain personnel had access to financial application, programs and data beyond that needed to perform their individual job responsibilities without independent monitoring. This material weakness did not result in a material misstatement of the consolidated financial statements.

Risk Assessment - We did not design and implement effective risk assessment with regard to our processes and procedures commensurate with our financial reporting requirements. Specifically, we did not design and implement controls in response to risks of misstatement of the financial statements. This material weakness contributed to the following control deficiencies, each of which is considered to be a material weakness:

Revenue: We did not maintain processes and procedures that were adequately designed, documented and executed to support the accurate and timely reporting of revenue and the related receivables. Specifically, we did not design and maintain effective controls to evaluate whether revenue was recognized in accordance with agreed-upon terms and conditions, including customer order entry, pricing, customer acceptance provisions, and recorded in the proper period. This material weakness resulted in errors in our historical financial statements. The Company recorded adjustments to correct these errors as follows:

Restating its fiscal 2013 financial statements reflecting adjustments in net sales, accounts receivable, deferred revenue, cost of sales and inventory.

Revising its fiscal 2012 financial statements reflecting adjustments in net sales, accounts receivable, deferred revenue, cost of sales and inventory.

Foreign affiliate cash and investments: We did not design effective controls to evaluate whether cash and investments held by foreign affiliates were appropriately accounted for and classified. This material weakness resulted in errors in our historical financial statements. The Company recorded adjustments to correct these errors as follows:

Restating its fiscal 2013 financial statements reflecting adjustments in cash, investments, accumulated other comprehensive income, interest expense and other income (expense).

Revising its fiscal 2012 financial statements reflecting adjustments in cash, investments, accumulated other comprehensive income, interest expense and other income (expense).

Notwithstanding the identified material weaknesses, management believes the consolidated financial statements included in this Quarterly Report on Form 10-Q fairly state in all material respects our financial condition, results of operations and cash flows at and for the periods presented in accordance with U.S. GAAP.

Remediation Plan and Activities

In response to the identified material weaknesses, our management, with oversight from our audit committee, has dedicated significant resources and efforts to improve our control environment and risk assessment and to remedy the identified material weaknesses. We are currently evaluating the impact of the material weaknesses and are in the process of taking the following actions:

Table of Contents

Commencing a comprehensive risk assessment process to assess risks and identify, design, implement, and re-evaluate our control activities to address the risks identified, including implementation of monitoring controls related to the design and operating effectiveness of control activities;

Establishing appropriate roles and responsibilities within our world-wide finance and accounting departments to support the improvement of knowledge and experience over financial reporting;

Evaluating our training programs and developing additional training programs for our world-wide finance and accounting personnel; and

Strengthening our policies and procedures and determining guidelines for documentation of controls throughout our domestic and international locations for consistency of design and operation.

We believe that the foregoing actions will support the improvement of our internal control over financial reporting, and through our efforts to identify, design and implement the necessary control activities. We will continue to devote significant time and attention to these remediation efforts. As we continue to evaluate and work to improve our internal control over financial reporting, management may determine to take additional measures to address the material weaknesses or determine to modify the remediation plan described above. Until the remediation steps set forth above, including the efforts to implement and test the necessary control activities we identify, are fully completed, the material weaknesses described above will continue to exist.

Changes in Internal Control Over Financial Reporting

We have improved our process over the preparation and review of our Consolidated Statement of Cash Flows to ensure completeness and accuracy over the transactions reported. We created new templates and supporting schedules that facilitate the preparation of the Consolidated Statement of Cash Flows. We also enhanced our cash flow checklist to identify the most common elements of operating, investing and financing activities, including nonrecurring transactions and adjustments.

Table of Contents

PART II OTHER INFORMATION

Item 1.Legal Proceedings

The Company is a party, from time to time, to various legal proceedings, lawsuits and other claims arising in the ordinary course of its business. The Company does not believe that any such litigation pending as of December 31, 2014, if adversely determined, would have a material effect on its business, financial position, results of operations, or cash flows.

Item 1A.Risk Factors

Information regarding risk factors is set forth in Item 1A “Risk Factors” of the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2014. The Company believes there have been no material changes in the information provided from the end of the preceding fiscal year through December 31, 2014.

Table of Contents

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

The Company’s purchases of its equity securities from the end of the preceding fiscal year through December 31, 2014 includes the deemed surrender of existing shares of Landauer common stock to the Company by stock-based compensation plan participants to satisfy the exercise price or tax liability of employee stock awards at the time of exercise or vesting. These surrendered shares are not part of any publicly announced share repurchase program.



Period	Total Number of Shares Purchased		Average Price Paid per Share	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet be Purchased Under the Plans or Programs
October 1 - October 31, 2014	490	$	32.74	-	-
November 1 - November 30, 2014	-		-	-	-
December 1 - December 31, 2014	-		-	-	-
Quarter ended December 31, 2014	490	$	32.74	-	-

Item 3.Defaults Upon Senior Securities

Not Applicable

Item 4.Mine Safety Disclosures

Not Applicable

Item 5.Other Information

Not Applicable

Table of Contents

Item 6.Exhibits

		Cer
3.1		Certificate of Incorporation of the Registrant, as amended through March 6, 2015

10.1		Offer Letter dated December 15, 2014, between the Company and Michael T. Leatherman (incorporated by reference to Exhibit 10(g) to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2014)

31.1*		Certification of Michael T. Leatherman, President and Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*		Certification of Mark A. Zorko, Interim Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*		Certification of Michael T. Leatherman, 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

32.2*		Certification of Mark A. Zorko, Interim Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS**		XBRL INSTANCE FILE

101.SCH**		XBRL SCHEMA FILE

101.CAL**		XBRL CALCULATION FILE

101.DEF**		XBRL DEFINITION FILE

101.LAB**		XBRL LABEL FILE

101.PRE**		XBRL PRESENTATION FILE

	* Filed herewith
	** Furnished with the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2014

Table of Contents

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

8
11

		LANDAUER, INC.

Date: March 9, 2015		/s/ Mark A. Zorko
		Mark A. Zorko
		Interim Chief Financial Officer (Principal Financial Officer)

CERTIFICATE OF INCORPORATION

TECH/OPS LANDAUER, INC.

I, the undersigned, for the purpose of forming a corporation under the laws of the State of Delaware, hereby certify as follows:

FIRST: The name of the corporation is Tech/Ops Landauer, Inc.

SECOND: The address of the corporation’s registered office in the State of Delaware is 229 South State Street, City of Dover, County of Kent. The name of its registered agent at such address is The Prentice-Hall Corporation System, Inc.

THIRD: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH: The total number of shares of all classes of stock which the corporation shall have authority to issue is eleven million (11,000,000), of which one million (1,000,000) shares without par value are to be of a class designated “Preferred Stock” and ten million (10,000,000) shares without par value are to be of a class designated “Common Stock”.

Preferred Stock

The Board of Directors is authorized, subject to limitations prescribed by law and the provisions of this Article Fourth, to provide by resolution for the issuance of the shares of Preferred Stock in one or more series, and by filing a certificate pursuant to the applicable law of the State of Delaware, to establish from time to time the number of shares to be included in each such series, and to fix the designations, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof.

The authority of the Board with respect to each series shall include, but not be limited to, determination of the following:

(a)The number of shares constituting that series and the distinctive designation of that series;

(b)The dividend rate, if any, on the shares of that series, whether dividends shall be cumulative, and if so, from which date or dates, and the relative rights of priority, if any, of payment of dividends on shares of the series;

(c)Whether that series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights;

(d)Whether that series shall have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the Board of Directors shall determine;

(e)Whether or not the shares of that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates:

(f)Whether that series shall have a sinking fund for the redemption or purchase of shares of that series, and, if so. the terms and amount of such sinking fund;

(g)The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the corporation, and the relative rights of priority, if any, of payment of shares of that series;

(h)Any other relative rights, preferences and limitations of that series.

Dividends on outstanding shares of Preferred Stock shall be paid or declared and set apart for payment before any dividends shall be paid or declared and set apart for payment on the outstanding shares of Common Stock with respect to the same dividend period.

If upon any voluntary or involuntary liquidation, dissolution or winding up of the corporation, the assets available for distribution to holders of shares of Preferred Stock of all series shall be insufficient to pay such holders the full preferential amount to which they are entitled, then such assets shall be distributed ratably among the shares of all series of Preferred Stock in accordance with the respective preferential amounts (including unpaid cumulative dividends, if any) payable with respect thereto.

Common Stock

The Common Stock is subject to the rights and preferences of the Preferred Stock as hereinbefore set forth or authorized.

Subject to the provisions of any applicable law or of the by-laws of the corporation, as from time to time amended, with respect to the fixing of a record date for the determination of stockholders entitled to vote, and except as otherwise provided by law or by the resolution or resolutions providing for the issue of any series of Preferred Stock, the holders of outstanding shares of Common Stock shall have exclusive voting rights for the election of directors and for all other purposes, each holder of record of shares of Common Stock being entitled to one vote for each share of Common Stock standing in his name on the books of the corporation.

Subject to the rights of any one or more series of Preferred Stock, the holders of Common Stock shall be entitled to receive such dividends as from time to time may be declared by the Board of Directors out of any funds of the corporation legally available for the payment of such dividends.

In the event of the liquidation, dissolution, or winding up of the corporation, whether voluntary or involuntary, after payment shall have been made to the holders of the Preferred Stock of the full amount to which they are entitled, the holders of Common Stock shall be entitled to share, ratably according to the number of shares of Common Stock held by them, in all remaining assets of the corporation available for distribution to its stockholders.

Issuance

Subject to the provisions of this Certificate of Incorporation and except as otherwise provided by law, the shares of stock of the corporation, regardless of class, may be issued for such consideration and for such corporate purposes as the Board of Directors may from time to time determine.

FIFTH: The name and mailing address of the incorporator are as follows:

Name	Mailing Address
Marvin G. Schorr	One Beacon Street Boston, Massachusetts 02108

SIXTH: The Board of Directors shall consist of not less than three nor more than fifteen directors, the exact number to be determined from time to time by resolution adopted by the affirmative vote of a majority of the directors then in office. The directors shall be divided into three classes, as nearly equal in number as the then total number of directors constituting the entire Board permits, with the term of office of one class expiring each year. The initial directors of the first class shall be elected to hold office for a term expiring at the next succeeding annual meeting, the initial directors of the second class shall be elected to hold office for a term expiring at the second

succeeding annual meeting and the initial directors of the third class shall be elected to hold office for a term expiring at the third succeeding annual meeting. At each succeeding annual meeting of stockholders beginning in 1989, successors to the class of directors whose term expires at that meeting shall be elected for a three year term. If the number of directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible, and any additional directors of any class elected to fill a vacancy resulting from an increase in the size of such class shall hold office for a term that shall coincide with the remaining term of that class, but in no event will a decrease in the number of directors shorten the term of any incumbent director. Any vacancies in the Board of Directors for any reason, and any directorships resulting from any increase in the number of directors, may be filled by the Board of Directors, acting by a majority of the directors then in office, although less than a quorum, and any directors so chosen shall hold office until the next election of the class for which such directors shall have been chosen. Notwithstanding the Foregoing, and except as otherwise required by law, whenever the holders of any one or more series of Preferred Stock shall have the right, voting separately as a class, to elect one or more directors of the corporation, the election, terms of office and other features of such directorships shall be governed by the terms of this Certificate of Incorporation and certificates of designation applicable thereto, and such directors so elected shall not be divided into classes pursuant to this Article Sixth unless expressly provided by such terms. Subject to the foregoing, at each annual meeting of stockholders the successors to the class of directors whose terms shall then expire shall be elected to hold office For a term expiring at the annual meeting for the year in which their term expires and until their successors, shall be elected and qualified, subject to prior death, resignation, retirement or removal.

SEVENTH: The Board of Directors is expressly authorized to exercise all powers granted to the directors by law except insofar as such powers are limited or denied herein or in the by-laws of the corporation. In furtherance of such powers, the Board of Directors shall have the right to adopt, amend or repeal the by-laws of the corporation, but the stockholders may adopt additional by-laws and may amend or repeal any by-law whether adopted by them or otherwise.

EIGHTH: Election of directors need not be by written ballot unless the by-laws of the corporation shall so provide.

NINTH: No action required to be taken or which may be taken at any annual or special meeting of stockholders of the corporation may be taken by written consent without a meeting, and the power of stockholders to consent in writing, without a meeting, to the taking of any action is specifically denied.

This Article Ninth may not be amended, revised or revoked, in whole or in part, except by the affirmative vote of the holders of 80% of the shares of all classes of stock of the corporation entitled to vote for the election of directors, considered for the purposes of this Article Ninth as one class of stock.

TENTH: (i) Except as set forth in part (ii) of this Article Tenth, the affirmative vote of the holders of 80% of the shares of all classes of stock of the corporation entitled to vote for the election of directors, considered for the purposes of this Article as one class, shall be required (a) for the adoption of any agreement for the merger or consolidation of the corporation or any Subsidiary (as hereinafter defined) with or into any Other Corporation (as hereinafter defined), (b) to authorize any sale, lease, exchange, mortgage, pledge or other disposition of all or substantially all of the assets of the corporation or any Subsidiary to any Other Corporation, (c) to authorize the issuance or transfer by the corporation of any Substantial Amount (as hereinafter defined) of securities of the corporation in exchange for the securities or assets of any Other Corporation, or (d) to engage in any other transaction the effect of which is to combine the assets and business of the corporation or any Subsidiary with any Other Corporation. Such affirmative vote shall be in addition to the vote of the holders of the stock of the corporation otherwise required by law, the Certificate of Incorporation of the corporation or any agreement or contract to which the corporation is a party.

(ii) The provisions of part (i) of this Article Tenth shall not be applicable to any transaction described herein if such transaction is approved by a resolution of the Board of Directors of the corporation, provided that the directors voting in favor of such resolution consist of a majority of the persons who were duly elected and acting members of the Board of Directors prior to the time any such Other Corporation became a Beneficial Owner (as hereinafter defined) of 5% or more of the shares of stock of the corporation entitled to vote for the election of directors (a “Continuing Director”), including any successor of a Continuing Director who is not an affiliate or an associate or a

representative of such Other Corporation and is recommended or elected to succeed such Continuing Director by a majority of Continuing Directors. In considering such transaction, the Board of Directors shall give due consideration to all relevant factors, including without limitation the social and economic effects on the employees, customers, suppliers and other constituents of the corporation and its Subsidiaries and on the communities in which the corporation and its Subsidiaries operate or are located.

(iii) The Board of Directors shall have the power and duty to determine for the purposes of this Article Tenth, on the basis of information known to such Board, if and when any Other Corporation is the Beneficial Owner of 5% or more of the outstanding shares of stock of the corporation entitled to vote for the election of directors. Any such determination, if made in good faith, shall be conclusive and binding for all purposes of this Article Tenth;

(iv) As used in this Article Tenth, the following terms shall have the meanings indicated:

“Other Corporation” means any person, firm, corporation or other entity, other than a Subsidiary of the corporation, which is the Beneficial Owner of 5% or more of the shares of stock of the corporation entitled to vote in the election of directors.

“Subsidiary” means any corporation in which the corporation owns, directly or indirectly, more than 50% of the voting securities.

“Substantial Amount” means any securities of the corporation having a then fair market value of more than $500,000.

An Other Corporation (as defined above) shall be deemed to be the “Beneficial Owner” of stock if such Other Corporation or any “affiliate” or “associate of such Other Corporation (as those terms are defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934 (15 U.S.C. 78 aaa et seq.), as amended from time to time), directly or indirectly, controls the voting of such stock or has any options, warrants, conversion or other rights to acquire such stock.

(v) This Article Tenth may not be amended, revised or revoked, in whole or in part. except by the affirmative vote of the holders of 80% of the shares of all classes of stock of the corporation entitled to vote for the election of directors, considered for the purposes of this Article Tenth as one class of stock.

ELEVENTH: No director shall be personally liable to the corporation or its stockholders for monetary damages for any breach of fiduciary duty by such director as a director. Notwithstanding the foregoing sentence, a director shall be liable to the extent provided by applicable law (i) for breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this Article Eleventh shall apply to or have any effect on the liability or alleged liability of any director of the corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.

TWELFTH: The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

Signed this 23 day of November, 1987.

By:/s/ Marvin G. Schorr

Marvin G. Schorr, Incorporator

CERTIFICATE OF AMENDMENT

CERTIFICATE OF INCORPORATION

TECH/OPS LANDAUER, INC.

Tech/Ops Landauer, Inc., a corporation organized and existing ender and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST: That at a meeting of the Board of Directors of Tech/Ops Landauer, Inc., resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that this corporation’s Certificate of Incorporation
be amended by changing the corporation’s name as it appears in

Article FIRST to Landauer, Inc.

SECOND: That thereafter, pursuant to resolution of its Board of Directors, the annual meeting of the stockholders of said corporation was duly called and held, upon notice in accordance with Section 222 of the General Corporation law of the State of Delaware, at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said Tech/Ops Landauer, Inc. has caused this certificate to be signed by Thomas M. Fulton, its President, and Robert P. Moncreiff its Secretary, this sixth day of February, 1991.

/s/ Mark A. Zorko

By:/s/ Thomas M. Fulton

Name: Thomas M. Fulton

Title: President

By:/s/ Robert P. Moncreiff

Name: Robert P. Moncreiff

Title: Secretary

CERTIFICATE OF AMENDMENT

CERTIFICATE OF INCORPORATION

LANDAUER, INC.

Landauer, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST: That at a meeting of the Board of Directors of Landauer, Inc., a resolution was duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and directing that it be considered at the next annual meeting of the stockholders of said corporation. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that this corporation’s Certificate of Incorporation be
amended by changing the first paragraph of Article FOURTH to read
as follows:

The total number of shares of all classes of stock which the corporation shall have authority to issue is twenty-one million (21,000,000), of which one million (1,000,000) shares without par value are to be of a class designated “Preferred Stock” and twenty million (20,000,000) shares without par value are to be of a class designated “Common Stock”.

SECOND: That thereafter, pursuant to resolution of its Board of Directors, the annual meeting of the stockholders of said corporation was duly called and held, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware, at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said Landauer, Inc. has caused this certificate to be signed by Thomas M. Fulton, its President, and Robert P. Moncreiff, its Secretary, this fifth day of February, 1992.

/s/ Mark A. Zorko

By:/s/ Thomas M. Fulton

Name: Thomas M. Fulton

Title: President

By:/s/ Robert P. Moncreiff

Name: Robert P. Moncreiff

Title: Secretary

- 7 -

CERTIFICATE OF AMENDMENT

CERTIFICATE OF INCORPORATION

LANDAUER, INC.

Landauer, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

Resolved that this corporation’s Certificate of Incorporation be amended by changing the first paragraph of Article FOURTH to read as follows:

The total number of shares of all classes of stock which the corporation shall have authority to issue is twenty-one million (21,000,000), of which one million (1,000,000) shares, $.10 par value, are to be of a class designated “Preferred Stock” and twenty million (20,000,000) shares, $.10 par value, are to be of a class designated “Common Stock”.

SECOND: That thereafter, pursuant to resolution of its Board of Directors, the annual meeting of the stockholders of said corporation was duly called and held, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware, at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said Landauer, Inc. has caused this certificate to be signed by Thomas M. Fulton, its President, and Robert P. Moncreiff, its Secretary, this third day of February 1993.

/s/ Mark A. Zorko

By:/s/ Thomas M. Fulton

Name: Thomas M. Fulton

Title: President

By:/s/ Robert P. Moncreiff

Name: Robert P. Moncreiff

Title: Secretary

- 9 -

CERTIFICATE OF AMENDMENT

CERTIFICATE OF INCORPORATION

LANDAUER, INC.

A STOCK CORPORATION

Landauer, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, hereby certifies as follows:

1. This Certificate of Amendment (the “Certificate of Amendment”) amends the provisions of the Corporation’s certificate of incorporation, which was filed with the Secretary of State of the State of Delaware on November 23, 1987 and amended on February 7, 1991, February 6, 1992 and February 4, 1993 (the “Certificate of Incorporation”).

2. The Board of Directors of the Corporation duly adopted resolutions proposing to amend the Certificate of Incorporation of the Corporation, declaring said amendments to be advisable and in the best interests of the Corporation and its stockholders, and authorizing the appropriate officers of the Corporation to solicit the consent of the stockholders therefor.

3. Article Sixth of the Certificate of Incorporation is hereby amended and restated in its entirety as follows:

SIXTH: The Board of Directors shall consist of not less than three nor more than fifteen directors, the exact number to be determined from time to time by resolution adopted by the affirmative vote of a majority of the directors then in office. At each annual meeting of stockholders beginning in 2016, directors shall be elected annually for one-year terms expiring at the next succeeding annual meeting of stockholders and until their successors shall be elected and qualified, subject to prior death, resignation, retirement or removal. Notwithstanding the foregoing, the directors elected at the 2013 annual meeting of stockholders shall continue to serve until the 2016 annual meeting of stockholders, the directors elected at the 2014 annual meeting of stockholders shall continue to serve until the 2017 annual meeting of stockholders and the directors elected at the 2015 annual meeting of stockholders shall continue to serve until the 2018 annual meeting of stockholders, subject, however, to prior death, resignation, retirement, disqualification or removal from office. Beginning with the 2018 annual meeting of stockholders, the entire Board of Directors shall be subject to election at each annual meeting of stockholders and the Board of Directors will no longer be divided into classes. If the number of directors is changed, any director or directors elected to fill a vacancy resulting from an increase in the size of such class shall hold office until the next succeeding annual meeting of stockholders, but in no event will a decrease in the number of directors shorten the term of any incumbent director. Any vacancies in the Board of Directors for any reason, and any directorships resulting from any increase in the number of directors, may be filled by the Board of Directors, acting by a majority of the directors then in office, although less than a quorum, and any directors so chosen shall hold office until the next succeeding annual meeting of stockholders or, in the case of a vacancy created by the departure from the Board of Directors of a director, for the remainder of such departed director’s term. Notwithstanding the foregoing, and except as otherwise required by law, whenever the holders of any one or more series of Preferred Stock shall have the right, voting separately as a class, to elect one or more

directors of the corporation, the election, terms of office and other features of such directorships shall be governed by the terms of this Certificate of Incorporation and certificates of designation applicable thereto, and such directors so elected shall not be divided into classes pursuant to this Article Sixth unless expressly provided by such terms.

4. An annual meeting of stockholders of the Corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

5. The amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

6. All other provisions of the Certificate of Incorporation shall remain in full force and effect.

* * * * *

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed this 6th day of March, 2015.

/s/ Mark A. Zorko

LANDAUER, INC.

By: /s/ Mark A. Zorko

Name: Mark A. Zorko

Title: Interim Chief Financial Officer

Exhibit 31.1

CERTIFICATION

I, Michael T. Leatherman, certify that:

I have reviewed this quarterly report on Form 10-Q of Landauer, Inc.;

Based on my knowledge, this 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 report;

Based on my knowledge, the financial statements, and other financial information included in this 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 report;

The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

(c)

Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.





Date: March 9, 2015		/s/ Michael T. Leatherman
		Michael T. Leatherman
		President and Chief Executive Officer

Exhibit 31.2

CERTIFICATION

I, Mark A. Zorko, certify that:

I have reviewed this quarterly report on Form 10-Q of Landauer, Inc.;

(a)

(b)

(c)

(d)

Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5.The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.





Date: March 9, 2015		/s/ Mark A. Zorko
		Mark A. Zorko
		Interim Chief Financial Officer

Exhibit 32.1

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Landauer, Inc. (the “Company”) on Form 10-Q for the period ended December 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael T. Leatherman, President and Chief Executive Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

i. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

ii.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to Landauer, Inc. and will be retained by Landauer, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.





Date: March 9, 2015		/s/ Michael T. Leatherman
		Michael T. Leatherman
		President and Chief Executive Officer

Exhibit 32.2

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Landauer, Inc. (the “Company”) on Form 10-Q for the period ended December 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mark A. Zorko, Interim Chief Financial Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

i.The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

ii.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.






Date: March 9, 2015		/s/ Mark A. Zorko
		Mark A. Zorko
		Interim Chief Financial Officer

Serious News for Serious Traders! Try StreetInsider.com Premium Free!

SEC Filings

Receive full access to all new and archived articles, unlimited portfolio tracking, e-mail alerts, custom newswires and RSS feeds - and more!

Three Months Ended
December 31,

(Dollars in Thousands)

Sales to Aquila

Purchases from Aquila