(1)Basis of Presentation and Consolidation

As used herein, the terms “Company,” “Landauer,” “we,” “us,” and “our” refer collectively to Landauer, Inc. and its subsidiaries through which its various businesses are conducted.

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and the instructions to Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements.

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 intercompany balances and transactions have been 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 preparation of the interim consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the interim consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

We believe that we have included all normal recurring adjustments necessary for a fair presentation of the results for the interim period. Operating results for the quarter and nine months ended June 30, 2015 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2015.

These 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 (the “Form 10-K”) 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 U.S. GAAP.

The accounting policies followed by the Company are set forth in the Form 10-K, and there have been no changes to the accounting policies for the nine month period ended June 30, 2015.

Restatement and Revision 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 periods ended June 30, 2014. In accordance with accounting guidance presented in ASC 250-10 and SEC Staff Accounting Bulletin: No. 99 – Materiality (“SAB 99”), management assessed the materiality of these errors and concluded that they were material to the Company’s financial statements for the three and nine months ended June 30, 2014. The Company restated its financial statements for the three and nine month periods ended June 30, 2014 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.

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.

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 and nine months ended June 30, 2014:



	Three Months Ended June 30, 2014 (Unaudited)				Nine Months Ended June 30, 2014 (Unaudited)
(Dollars in Thousands, Except per Share)	Net Income (Loss)		Diluted Net Income (Loss) Per Share		Net Income (Loss)		Diluted Net Income (Loss) Per Share
As previously reported	$	(36,626)	$	(3.86)	$	(28,578)	$	(3.02)
Revenue and accounts receivable		1,138				890
Dosimetry devices		13				38
Long-term investments		(48)				6
Sales taxes		(15)				(47)
Intangible assets		-				150
Equity in joint ventures		-				708
Total adjustments		1,088		0.11		1,745		0.18
Income tax expense (benefit)		805		0.08		1,167		0.12
Less amounts attributed to noncontrolling interest		(8)		-		-		-
Net impact of adjustments		291		0.03		578		0.06
As restated	$	(36,335)	$	(3.83)	$	(28,000)	$	(2.96)

The effect of the restatement on the previously issued Consolidated Statement of Operations for the three and nine months ended June 30, 2014 is as follows:



	Three Months Ended June 30, 2014 (Unaudited)				Nine Months Ended June 30, 2014 (Unaudited)
(Dollars in Thousands, Except per Share)	Previously Reported		As Restated		Previously Reported		As Restated
Service revenues	$	31,013	$	31,800	$	95,890	$	96,415
Product revenues		3,753		4,068		16,135		16,654
Net revenues		34,766		35,868		112,025		113,069
Costs and expenses:
Service costs		16,149		16,109		46,393		46,274
Product costs		1,830		1,821		8,138		8,373
Total cost of sales		17,979		17,930		54,531		54,647
Gross profit		16,787		17,938		57,494		58,422
Selling, general, and administrative		13,805		13,819		41,902		41,795
Goodwill and other intangible assets impairment charge		62,188		62,188		62,188		62,188
Acquisition, reorganization and nonrecurring costs		1,558		1,558		1,778		1,778
Operating loss		(60,764)		(59,627)		(48,374)		(47,339)
Equity in income of joint ventures		256		256		1,364		2,072
Interest expense, net		(817)		(867)		(2,684)		(2,818)
Other income (expense), net		(22)		(21)		7		143
Loss before taxes		(61,347)		(60,259)		(49,687)		(47,942)
Income tax benefit		(25,030)		(24,225)		(21,580)		(20,413)
Net loss		(36,317)		(36,034)		(28,107)		(27,529)
Less: Net income attributed to noncontrolling interest		309		301		471		471
Net loss attributed to Landauer, Inc.	$	(36,626)	$	(36,335)	$	(28,578)	$	(28,000)
Net loss per share attributed to Landauer, Inc. shareholders:
Basic	$	(3.86)	$	(3.83)	$	(3.02)	$	(2.96)
Weighted average basic shares outstanding		9,482		9,482		9,466		9,466
Diluted	$	(3.86)	$	(3.83)	$	(3.02)	$	(2.96)
Weighted average diluted shares outstanding		9,482		9,482		9,466		9,466

The effect of the restatement on the previously issued Consolidated Statement of Cash Flows for the nine months ended June 30, 2014 is as follows:



	Nine Months Ended June 30, 2014 (Unaudited)
(Dollars in Thousands)	Previously Reported		As Restated
Cash flows from operating activities:
Net loss	$	(28,107)	$	(27,529)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		11,607		11,419
Goodwill and other intangible assets impairment charge		62,188		62,188
Gain on sale, disposal and abandonment of assets		(35)		(35)
Gain on investments		(369)		(505)
Equity in income of joint ventures		(1,364)		(2,072)
Dividends from joint ventures		1,340		1,340
Stock-based compensation and related net tax benefits		1,066		1,066
Current and long-term deferred taxes, net		(21,973)		(21,829)
Changes in operating assets and liabilities:
Decrease in accounts receivable, net		3,815		3,901
Increase in prepaid taxes		(3,247)		(2,224)
Increase in other operating assets, net		(227)		(73)
Increase in accounts payable and other accrued liabilities		1,379		296
Increase in other operating liabilities, net		608		608
Net cash provided by operating activities		26,681		26,551

Cash flows from investing activities:
Acquisition of property, plant & equipment		(3,056)		(3,056)
Acquisition of joint ventures and businesses, net of cash acquired		(1,800)		(1,800)
Other investing activities, net		(1,037)		(855)
Net cash used by investing activities		(5,893)		(5,711)

Cash flows from financing activities:
Net borrowings on revolving credit facility		(51)		(51)
Long-term borrowings – loan		27,500		27,500
Long-term borrowings – repayment		(32,000)		(32,000)
Dividends paid to stockholders		(15,771)		(15,771)
Other financing activities, net		(500)		(500)
Net cash used by financing activities		(20,822)		(20,822)

Effects of foreign currency translation		4		(52)
Net decrease in cash and cash equivalents		(30)		(34)
Opening balance – cash and cash equivalents		11,184		8,672
Ending balance – cash and cash equivalents	$	11,154	$	8,638

In connection with the preparation of the consolidated financial statements for the interim periods ended March 31, 2015, the Company identified errors in its previously issued financial statements for the interim periods ended June 30, 2014. The Company did not properly report sales to related parties in its Related Party Transactions footnote. As a result of these errors, the Company understated sales to Aquila by $1 and $2,361 for the three and nine months ended June 30, 2014, respectively, and understated sales to Nagase by $80 and $179 for the three and nine months ended June 30, 2014, respectively. In accordance with accounting guidance presented in SAB 99, management assessed the materiality of these errors and concluded that they were not material to the Company’s financial statements for the three and nine months ended June 30, 2014. The Company is revising its footnotes to the financial statements for the three and nine month periods ended June 30, 2014 to correct for these errors.