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 ~~June 30,~~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 ~~July 29, 2014, 9,551,378~~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 ~~(Loss)~~ (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		1920

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		2724

Item 4.	Controls and Procedures		2724


PART II OTHER INFORMATION

Item 1.	Legal Proceedings		3027

Item 1A.	Risk Factors		3027

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		3128

Item 3.	Defaults Upon Senior Securities		3128

Item 4.	Mine Safety Disclosures		3128

Item 5.	Other Information		3128

Item 6.	Exhibits		3229


SIGNATURE			3330

Table of Contents

PART I FINANCIAL INFORMATION

Item 1.Financial Statements

LANDAUER, INC. AND SUBSIDIARIES

Consolidated Balance Sheets (Unaudited)


(Dollars in Thousands)	June 30, 2014		September 30, 2013		December 31, 2014		September 30, 2014
ASSETS
Current assets:
Cash and cash equivalents	$	11,154	$	11,184	$	8,397	$	6,761
Receivables, net of allowances of $1,030 and $600 respectively		34,750		38,419
Receivables, net of allowances of $1,742 at December 31, 2014 and $1,872 at September 30, 2014						29,565		34,707
Inventories		7,734		9,539		7,077		6,687
Deferred income tax asset - current						2,362		2,369
Prepaid income taxes		6,383		3,132		2,736		1,836
Prepaid expenses and other current assets		5,305		4,019		4,284		1,973
Current assets		65,326		66,293		54,421		54,333
Property, plant and equipment, at cost		105,761		107,446		104,792		104,010
Accumulated depreciation and amortization		(57,369)		(55,514)		(59,065)		(57,253)
Net property, plant and equipment		48,392		51,932		45,727		46,757
Equity in joint ventures		23,744		23,942		22,477		23,835
Goodwill		44,645		84,436		42,226		43,218
Intangible assets, net of accumulated amortization of $37,543 and $13,604, respectively		14,663		37,161
Dosimetry devices, net of accumulated depreciation of $10,899 and $9,472, respectively		5,409		5,798
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		20,539		7,271		10,195		12,034
Assets	$	222,718	$	276,833
ASSETS					$	210,847	$	216,586
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	5,611	$	6,310	$	5,681	$	6,248
Dividends payable		5,380		5,419		5,302		5,329
Deferred contract revenue		16,772		13,181		14,724		14,750
Accrued compensation and related costs		6,849		8,207		6,950		7,132
Accrued severance						807		2,731
Other accrued expenses		7,776		7,531		8,412		8,538
Current liabilities		42,388		40,648		41,876		44,728
Non-current liabilities:
Long-term debt		138,285		142,785		133,585		133,585
Pension and postretirement obligations		13,588		13,047		19,366		19,475
Deferred income taxes		656		9,817		484		509
Uncertain income tax liabilities						3,379		3,284
Other non-current liabilities		1,418		915		960		1,271
Non-current liabilities		153,947		166,564		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; 9,616,579 and 9,575,926 issued and outstanding at June 30, 2014 and September 30, 2013 respectively		962		958
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		40,392		39,465		40,729		40,317
Accumulated other comprehensive loss		(4,360)		(4,456)		(11,882)		(10,148)
(Accumulated deficit) retained earnings		(12,299)		32,012		(19,800)		(18,873)
Landauer, Inc. stockholders' equity		24,695		67,979		9,999		12,254
Noncontrolling interest		1,688		1,642		1,198		1,480
Stockholders' equity		26,383		69,621		11,197		13,734
Liabilities and Stockholders' Equity	$	222,718	$	276,833
LIABILITIES AND STOCKHOLDERS' EQUITY					$	210,847	$	216,586

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


		Three Months Ended June 30,				Nine Months Ended June 30,				Three Months Ended December 31,
(Dollars in Thousands, Except per Share)	2014		2013		2014		2013		2014		2013 (As Restated)
Service revenues	$	31,013	$	31,591	$	95,890	$	95,593	$	32,057	$	31,745
Product revenues		3,753		4,989		16,135		14,750		5,490		6,402
Net revenues		34,766		36,580		112,025		110,343		37,547		38,147
Cost and expenses:
Costs and expenses:
Service costs		16,149		15,474		46,393		44,645		15,634		15,010
Product costs		1,830		2,490		8,138		6,932		2,117		3,375
Total cost of sales		17,979		17,964		54,531		51,577		17,751		18,385
Gross profit										19,796		19,762
Selling, general and administrative		13,805		12,550		41,902		38,519		13,655		14,226
Goodwill and intangible assets impairment charge		62,188		22,700		62,188		22,700
Acquisition, reorganization and nonrecurring costs		1,558		142		1,778		442		-		111
Costs and expenses		95,530		53,356		160,399		113,238
Operating loss		(60,764)		(16,776)		(48,374)		(2,895)
Operating income										6,141		5,425
Equity in income of joint ventures		256		471		1,364		2,555		696		1,281
Interest expense, net		(817)		(1,154)		(2,684)		(3,268)		(953)		(937)
Other (loss) income, net		(22)		112		7		431
Loss before taxes		(61,347)		(17,347)		(49,687)		(3,177)
Income tax (benefit) expense		(25,030)		(3,748)		(21,580)		146
Net loss		(36,317)		(13,599)		(28,107)		(3,323)
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		309		154		471		400		148		208
Net loss attributed to Landauer, Inc.	$	(36,626)	$	(13,753)	$	(28,578)	$	(3,723)
Net loss per share attributable to Landauer, Inc. shareholders:
Basic & diluted	$	(3.86)	$	(1.46)	$	(3.02)	$	(0.40)
Weighted average shares outstanding - basic & diluted		9,482		9,439		9,466		9,402
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 theseconsolidated financial ~~statements.~~statements.

Three Months Ended
June 30, 2014
(Dollars in Thousands)

Landauer, Inc.

Noncontrolling
Interest

Total
Net (loss) income

$
(36,626)

$
309

$
(36,317)
Other comprehensive income:

Defined benefit pension and postretirement plans activity, net of tax

46

-

46
Foreign currency translation adjustment

(314)

20

(294)
Comprehensive (loss) income

$
(36,894)

$
329

$
(36,565)

Three Months Ended
June 30, 2013
(Dollars in Thousands)

Landauer, Inc.

Noncontrolling
Interest

Total
Net (loss) income

$
(13,753)

$
154

$
(13,599)
Other comprehensive income:

Defined benefit pension and postretirement plans activity, net of tax

68

-

68
Foreign currency translation adjustment

(610)

(44)

(654)
Comprehensive (loss) income

$
(14,295)

$
110

$
(14,185)

Nine Months Ended
June 30, 2014
(Dollars in Thousands)

Landauer, Inc.

Noncontrolling
Interest

Total
Net (loss) income

$
(28,578)

$
471

$
(28,107)
Other comprehensive income:

Defined benefit pension and postretirement plans activity, net of tax

257

-

257
Foreign currency translation adjustment

(161)

(29)

(190)
Comprehensive (loss) income

$
(28,482)

$
442

$
(28,040)

Nine Months Ended
June 30, 2013
(Dollars in Thousands)

Landauer, Inc.

Noncontrolling
Interest

Total
Net (loss) income

$
(3,723)

$
400

$
(3,323)
Other comprehensive income:

Defined benefit pension and postretirement plans activity, net of tax

204

-

204
Foreign currency translation adjustment

(2,798)

(35)

(2,833)
Comprehensive (loss) income

$
(6,317)

$
365

$
(5,952)


	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 theseconsolidated financial ~~statements.~~statements.


	Landauer, Inc. Stockholders' Equity														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		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
Balance September 30, 2013		9,575,926	$	958	$	39,465	$	(4,456)	$	32,012	$	1,642	$	69,621
September 30, 2014																9,577,874	$	958	$	40,317	$	(10,148)	$	(18,873)	$	1,480	$	13,734
Stock-based compensation arrangements		40,653		4		927		-		-		-		931		59,312		(6)		412		-		-		-		406
Dividends		-		-		-		-		(15,733)		(396)		(16,129)		-		-		-		-		(5,304)		(331)		(5,635)
Net (loss) income		-		-		-		-		(28,578)		471		(28,107)
Foreign currency translation adjustment		-		-		-		(161)		-		(29)		(190)
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		-		-		-		257		-		-		257		-		-		-		72		-		-		72
Balance June 30, 2014		9,616,579	$	962	$	40,392	$	(4,360)	$	(12,299)	$	1,688	$	26,383

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 theseconsolidated financial ~~statements.~~statements.



	Nine Months Ended June 30,					Three Months Ended December 31,
(Dollars in Thousands)		2014		2013			2014		2013 (As Restated)
Cash flows from operating activities:
Net loss		$	(28,107)	$	(3,323)
Net income							$	4,525	$	4,029
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			11,607		10,860			3,078		3,732
Goodwill and other intangible impairment charge			62,188		22,700
Equity in income of joint ventures			(1,364)		(2,555)			(696)		(1,281)
Dividends from joint ventures			1,340		1,891			1,139		1,340
Stock-based compensation and related net tax benefits			1,066		2,293			437		282
Current and long-term deferred taxes, net			(21,973)		(5,531)			(1,195)		260
Gain on sale, disposal and abandonment of fixed assets			(35)		-			(3)		-
Gain on investments			(369)		(118)			(111)		(268)
Changes in operating assets and liabilities:
Decrease in accounts receivable, net			3,815		305			4,985		4,482
Increase in prepaid taxes			(3,247)		(1,349)
Increase in other operating assets, net			(227)		(3,479)
Increase (decrease) in accounts payable and other accrued liabilities			1,379		(1,157)
Increase (decrease) in other operating liabilities, net			608		(1,073)
(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			26,681		19,464			9,484		9,939
Cash flows used by investing activities:
Acquisition of property, plant and equipment			(3,056)		(8,135)			(1,384)		(1,245)
Acquisition of joint ventures and businesses, net of cash acquired			(1,800)		-			-		(1,800)
Other investing activities, net			(1,037)		(1,855)			(315)		97
Net cash used by investing activities			(5,893)		(9,990)			(1,699)		(2,948)
Cash flows (used) provided by financing activities:
Net borrowings on revolving credit facility			(51)		-			-		(21)
Long-term borrowings - loan			27,500		19,600			8,800		14,000
Long-term borrowings - repayment			(32,000)		(21,387)			(8,800)		(13,000)
Dividends paid to stockholders			(15,771)		(15,658)			(5,347)		(5,274)
Other financing activities, net			(500)		(460)			(331)		49
Net cash used by financing activities			(20,822)		(17,905)			(5,678)		(4,246)
Effects of foreign currency translation			4		(205)			(471)		49
Net decrease in cash and cash equivalents			(30)		(8,636)
Net increase in cash and cash equivalents								1,636		2,794
Opening balance - cash and cash equivalents			11,184		17,633			6,761		8,672
Ending balance - cash and cash equivalents		$	11,154	$	8,997		$	8,397	$	11,466

Accrued capital spending included in accounts payable and other accrued liabilities		$	308	$	291		$	205	$	174

The accompanying notes are an integral part of theseconsolidated financial statements.

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

~~These~~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/A~~10-K for the fiscal year ended September 30, ~~2013~~2014 and other financial information filed with the Securities and Exchange Commission (the “SEC”).

The accounting policies followed by the Company are set forth in the Company’s Annual Report on Form 10-K/A for the fiscal year ended September 30, 2013. There have been no changes to the accounting policies for the nine month period ended June 30, 2014.

~~The results of operations for the three and nine month periods ended June 30, 2014 are not necessarily indicative of the results to be expected for the full fiscal year.~~ The September 30, ~~2013~~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.~~America (“U.S. GAAP”).

The ~~three and nine month periods ended June 30, 2014 include~~accounting policies followed by the ~~correction of certain errors relating to prior periods. The~~ Company ~~recorded adjustments to correct the timing of revenue recognition in accordance with contractually established terms and conditions. The amounts recorded out-of-period include an increase~~are set forth in the ~~pre-tax loss of $1.3 million~~Company’s Annual Report on Form 10-K for the ~~third~~ fiscal ~~quarter~~year ended ~~June~~September 30, ~~2014 and an increase in~~2014. There have been no changes to the ~~pre-tax loss of $0.9 million~~accounting policies for ~~nine~~the three month period ended ~~June 30,~~December 31, 2014. ~~The Company does not believe these corrections to be material to any current or prior interim or annual periods.~~

In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments necessary for a fair statement of such financial statements. Certain reclassifications have been made in the financial statements for comparative purposes. These reclassifications have no effect on theThe results of operations ~~or financial position~~for the three month period ended December 31, 2014 are not necessarily indicative of the ~~Company.~~results to be expected for the full fiscal year.

In connection with the preparation of the consolidated financial statements for the ~~second quarter of~~ fiscal year ended September 30, 2014, the Company identified an error in the treatment of accrued additions for property, plant and equipment in the Consolidated Statements of Cash Flows. This error resulted in an understatement of net cash provided by operating activities and net cash used in investing activities in the third quarter of fiscal 2013 and the first quarter of fiscal 2014. In addition, the Company identified an errorerrors in its Consolidated Statement of Cash Flows which affected the third quarter of fiscal 2013. This error related to the classification of debt financing fees and resulted in an understatement of net cash provided by operating activities and net cash used by financing activities. In connection with the preparation of the consolidatedpreviously issued financial statements for the third quarter of fiscal 2014, the Company identified an error related to the classification of unrealized gains or losses on investments in the Consolidated Statements of Cash Flows. This error resulted in an overstatement of net cash provided by operating activities and net cash used in investing activities in each of the quarters of fiscal 2014 and the third fiscal quarter of 2013, as well as the year-end consolidated financial statements for the fiscal yearsinterim period ended ~~September 30, 2013 and 2012.~~December 31, 2013. In accordance with accounting guidance presented in ASC 250-10 and SEC Staff Accounting Bulletin No. 99, Materiality, ~~the Company~~management assessed the materiality of these errors and concluded that they were ~~not~~ material to ~~any of~~ the Company’s ~~previously issued~~ financial ~~statements.~~statements for the three months ended December 31, 2013. The Company ~~will revise~~is restating its ~~previously issued~~ financial statements for the interim period ended December 31, 2013 to correct for these errors. ~~These revisions~~Following is a description of the corrections:

Income taxes – The Company did not ~~impact~~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:

Dosimetry devices – The Company did not properly account for certain dosimetry devices, based on the ~~Company’s Consolidated Statements~~expected useful life of ~~Operations or Consolidated Balance Sheets for any~~the devices as determined by the wear period of ~~these periods.~~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 ~~tables present the effect of this correction on the Company’s Consolidated Statements of Cash Flows for:~~errors related to accounting for its joint ventures:

Six Months Ended
March 31, 2014
(Dollars in Thousands)

As Previously Reported

Adjustment

As Revised
Cash flows from operating activities:

(Gain) loss on investments

$
-

$
(203)

$
(203)
Net cash provided by operating activities

20,164

(203)

19,961
Cash flows used by investing activities:

Other investing activities, net

(840)

203

(637)
Net cash used by investing activities

(5,055)

203

(4,852)

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

Three Months Ended
December 31, 2013
(Dollars in Thousands)

As Previously Reported

Adjustment

As Revised
Cash flows from operating activities:

(Gain) loss on investments

$
-

$
(146)

$
(146)
(Decrease) increase in accounts payable and other accrued liabilities

(3,502)

174

(3,328)
Net cash provided by operating activities

9,954

28

9,982
Cash flows used by investing activities:

Acquisition of property, plant and equipment

(1,071)

(174)

(1,245)
Other investing activities, net

(719)

146

(573)
Net cash used by investing activities

(3,590)

(28)

(3,618)

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).

Year Ended
September 30, 2013
(Dollars in Thousands)

As Previously Reported

Adjustment

As Revised
Cash flows from operating activities:

(Gain) loss on investments

$
-

$
(282)

$
(282)
Net cash provided by operating activities

25,750

(282)

25,468
Cash flows used by investing activities:

Other investing activities, net

(2,151)

282

(1,869)
Net cash used by investing activities

(11,296)

282

(11,014)

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.

Nine Months Ended
June 30, 2013
(Dollars in Thousands)

As Previously Reported

Adjustment

As Revised
Cash flows from operating activities:

(Gain) loss on investments

$
-

$
(118)

$
(118)
(Increase) decrease in other operating assets, net

(3,679)

200

(3,479)
(Decrease) increase in accounts payable and other accrued liabilities

(4,006)

2,849

(1,157)
Net cash provided by operating activities

16,533

2,931

19,464
Cash flows used by investing activities:

Acquisition of property, plant and equipment

(5,286)

(2,849)

(8,135)
Other investing activities, net

(1,973)

118

(1,855)
Net cash used by investing activities

(7,259)

(2,731)

(9,990)
Cash flows used by financing activities:

Other financing activities, net

(260)

(200)

(460)
Net cash used by financing activities

(17,705)

(200)

(17,905)

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:

Year Ended
September 30, 2012
(Dollars in Thousands)

As Previously Reported

Adjustment

As Revised
Cash flows from operating activities:

(Gain) loss on investments

$
-

$
(317)

$
(317)
Net cash provided by operating activities

36,840

(317)

36,523
Cash flows used by investing activities:

Other investing activities, net

(880)

317

(563)
Net cash used by investing activities

(125,456)

317

(125,139)



(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

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

In February 2013, the FASB issued new guidance on the presentation of comprehensive income. This guidance requires reclassification adjustments from other comprehensive income to be presented either in the financial statements or in the notes to the financial statements. The standard would not change the current requirements for reporting net income or other comprehensive income in financial statements. However, the guidance would require an entity to provide enhanced disclosures to present separately by component reclassifications out of accumulated other comprehensive income. This guidance was adopted by the Company in the first quarter of fiscal 2014. The adoption did not have a material impact on its consolidated financial statements.

In March 2013, the FASB issued an accounting update that clarifies the applicable guidance for the release of the cumulative translation adjustment when an entity ceases to have a controlling financial interest in a subsidiary or a group of assets that is a business within a foreign entity. The guidance outlines the events when cumulative translation adjustments should be released into net income and is intended by FASB to eliminate some disparity in current accounting practice. This guidance was adopted by the Company in the first quarter of fiscal 2014. The adoption did not have a material impact on its consolidated financial statements.

In July 2013, the ~~FASB~~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 ~~is effective for~~was adopted by the Company in the first quarter of fiscal 2015. The ~~Company does~~adoption did not ~~expect the adoption of this guidance to~~ have a material impact on ~~its consolidated financial statements.~~

~~In April 2014,~~ the FASB issued new guidance related to the definition of a discontinued operation and requires new disclosure of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. This new guidance is effective for annual periods beginning on or after December 15, 2014 and interim periods within those years. Beginning in the first quarter of fiscal 2016 the Company will apply the new guidance, as applicable, to future discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. The Company does not expect the adoption of this guidance to have a material impact on itsCompany’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 ~~2017.~~2018. Early adoption is not permitted. The ~~effects~~Company is currently evaluating the impact that adoption of this guidance will have on ~~our~~its consolidated financial ~~position, results of operations and cash flows are not yet known.~~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 ~~2016.~~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.

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.

~~As of June 30, 2014 and September 30, 2013, the Company’s financial~~Financial assets measured ~~and recorded~~ 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~~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

to a lockup and ~~therefore, are categorized~~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 ~~1 in the fair value hierarchy.~~

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



	~~Fair Value Measurements at June 30, 2014 Using~~
	~~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~~	$	~~110~~	$	-	$	-
~~Mutual funds~~		~~3,673~~		-		-
~~Total financial assets at fair value~~	$	~~3,783~~	$	-	$	-

	~~Fair Value Measurements at September 30, 2013 Using~~
	~~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~~	$	55	$	-	$	-
~~Mutual funds~~		~~2,922~~		-		-
~~Total financial assets at fair value~~	$	~~2,977~~	$	-	$	-

~~As of June 30, 2014, the~~2. The carrying amount of the Company’s long-term debt ~~which is categorized as Level 2 in the fair value hierarchy,~~ approximated fair value as the stated interest rates were variable in relation to prevailing market rates.

~~As discussed in Note 6, the~~The Company recorded ~~impairment charges~~a liability for contingent consideration during the second quarter of fiscal 2014 related to the ~~IZI Medical Products reporting unit during~~acquisition of ilumark GmbH and the ~~third quarter~~launch of ~~fiscal 2014. Intangible assets related to customer lists, tradenames and patents were written down to their~~its new medical products. The liability was recorded at fair value, of $3,000 as of June 30, 2014, resulting in a non-cash pre-tax impairment charge of $20,820.The fair values of the intangible assets are based on forecasted revenues associated with the customer lists, tradenames and patents. In addition, the Company recorded a $41,368 non-cash pretax charge to reduce the carrying value of goodwill in the IZI Medical Products reporting unit to an implied fair value of $0 as of June 30, 2014. Level 3 inputs were used to estimate these nonrecurring fair value measurements. The fair values werewhich was determined using a discounted cash flow ~~models~~model based on assumptions and projections ~~of revenues and expenses. Key assumptions included a terminal growth~~relevant to revenues. A discount rate of 3%11% was used and ~~discount rates ranging from 11.5%~~payments are projected to ~~12.5%.~~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.

Basic net ~~loss~~income per share was computed by dividing net ~~loss~~income available to common stockholders for the period by the weighted average number of shares of common stock outstanding during the period. Diluted net ~~loss~~income per share was computed by dividing net ~~loss~~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. ~~As the Company had a net loss in each of the periods presented, basic and diluted net loss per common share are the same.~~



	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.

Three Months Ended
June 30,

Nine Months Ended
June 30,
(Dollars in Thousands, Except per Share)
2014

2013

2014

2013
Basic Net Loss per Share:

Net loss available to common stockholders

$
(36,626)

$
(13,753)

$
(28,578)

$
(3,723)
Weighted average shares outstanding - Basic & Diluted

9,482

9,439

9,466

9,402
Net loss per share - Basic & Diluted

$
(3.86)

$
(1.46)

$
(3.02)

$
(0.40)

In periods where losses are recorded, inclusion of potentially dilutive securities in the calculation would decrease the loss per common share and, therefore, these securities are not added to the weighted average number of shares outstanding. The computations of diluted net loss per common share for the periods ended June 30, 2014 and 2013 did not include the following outstanding shares of restricted stock as well as the effects of options to acquire common stock as the inclusion of these securities would have been antidilutive:

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



Pension Benefits	Three Months Ended June 30,				Nine Months Ended June 30,				Three Months Ended December 31,
	2014		2013		2014		2013
(Dollars in Thousands)									2014		2013
Interest cost	$	375	$	340	$	1,125	$	1,020	$	364	$	375
Expected return on plan assets		(377)		(365)		(1,131)		(1,095)		(396)		(377)
Amortization of net loss		48		109		145		325		84		48
Net periodic benefit cost	$	46	$	84	$	139	$	250	$	52	$	46

Other Benefits	Three Months Ended June 30,				Nine Months Ended June 30,				Three Months Ended December 31,
	2014		2013		2014		2013
(Dollars in Thousands)									2014		2013
Service cost	$	15	$	18	$	46	$	52	$	13	$	15
Interest cost		13		11		38		34		8		13
Amortization of net gain		(2)		-		(8)		-		(12)		(3)
Net periodic benefit cost	$	26	$	29	$	76	$	86	$	9	$	25

The Company, under the IRS minimum funding standards, has no required contributions to make to its defined benefit pension plan during fiscal ~~2014.~~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 ~~June 30,~~December 31, 2014 and 2013 were ~~$495~~$407 and ~~$349,~~$458, respectively. ~~Amounts expensed during the nine months ended June 30, 2014 and 2013 were $1,354 and $1,150, respectively.~~

During the third quarter of fiscal 2014, it became apparent that anticipated revenue and profitability trends in our IZI Medical Products reporting unit were not being achieved to the extent forecasted. Early budget reviews also indicated future sales growth and margins may be less than expected. We updated the forecast for our Medical Products segment based on the most recent financial results and our best estimates of future operations. The updated forecast reflects slower growth in revenues and lower margins for the Medical Products segment primarily due to anticipated continued competitive pricing pressure. As a result, for the quarter ended June 30, 2014, the Company performed an impairment analysis with respect to the carrying value of the intangible assets and goodwill in the IZI Medical Products reporting unit. Based on the testing performed, the Company recorded a non-cash impairment charge of $62,188, of which $41,368 related to goodwill and $20,820 related to intangible assets.

In accordance with FASB ASC 360-10, Impairment and Disposal of Long-Lived Assets, the Company evaluated the recoverability of its long-lived assets in the IZI Medical Products reporting unit. Based upon this evaluation, the Company determined that its intangible assets related to customer lists, tradenames and patents were impaired. As a result, the Company recognized a non-cash pre-tax intangible asset impairment charge of $20,820. The tax benefit associated with this charge was $8,399.

In accordance with FASB ASC 350, Intangibles – Goodwill and Other, the Company aggregates its business components into reporting units and tests for goodwill impairment. The Medical Products segment is comprised of two reporting units – IZI Medical Products and Ilumark. The Company tested goodwill at the IZI Medical Products reporting unit for the quarter ended June 30, 2014. Goodwill impairment is determined using a two-step process. The first step of the goodwill impairment test is to identify potential impairment by comparing the fair value of a segment with its net book value (or carrying amount), including goodwill. If the fair value of a segment exceeds its carrying amount, goodwill of the segment is considered not to be impaired and the second step of the impairment test is unnecessary. If the carrying amount of the segment exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of the impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of the segment’s goodwill with the carrying amount of that goodwill. If the carrying amount of the segment’s goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. That is, the fair value of the segment is allocated to all of the assets and liabilities of that segment (including any unrecognized intangible assets) as if the segment had been acquired in a business combination and the fair value of the segment was the purchase price paid to acquire the segment.

Based on the result of the first step of the goodwill impairment analysis, the Company determined that the fair value of the IZI Medical Products reporting unit was less than its carrying value as of June 30, 2014 and, as such, the Company applied the second step of the goodwill impairment test to this segment. Based on the result of the second step of the goodwill impairment analysis, the Company recorded a $41,368 non-cash pretax charge to reduce the carrying value of goodwill in the IZI Medical Products reporting unit. The tax benefit associated with this charge was $16,692. The impairment charge is non-cash in nature and does not affect the Company’s liquidity. As a result of the impairment charge in our IZI Medical Products reporting unit recognized during the third quarter of fiscal 2014 and the effects of foreign currency in the Radiation Measurement segment, the carrying amount of goodwill was reduced to $44,645 as of June 30, 2014 from $84,436 as of September 30, 2013.

During the third quarter of fiscal 2013, the Company performed an impairment analysis with respect to the carrying value of the goodwill in the IZI Medical Products reporting unit. Based on the testing performed, the Company recorded a non-cash goodwill impairment charge of $22,700. The tax benefit associated with this charge was $4,900.

Changes in the carrying amount of goodwill by reportable segment for the ~~nine~~three months ended ~~June 30,~~December 31, 2014 were as follows:

Radiation Measurement

Medical
Physics

Medical
Products

Total
Balance as of September 30, 2013

$
20,456

$
22,611

$
41,369

$
84,436
Increase related to acquisitions

-

-

1,781

1,781
Effects of foreign currency

(199)

-

(5)

(204)
Goodwill impairment charges

(41,368)

(41,368)
Goodwill, net as of June 30, 2014

$
20,257

$
22,611

$
1,777

$
44,645



(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

On December 23, 2013, the Company acquired a small German distributor. The preliminary purchase price allocation indicates an increase in customer lists of $768, an increase in goodwill of $1,781 and an earn-out liability of $885.

Intangible assets ~~were as follows for~~consisted of the ~~periods ended:~~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


		June 30, 2014						September 30, 2013
	Gross Carrying Amount		Accumulated Amortization		Intangibles Impairment Charge		Gross Carrying Amount		Accumulated Amortization		September 30, 2014
(Dollars in Thousands)											Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Intangibles Impairment Charge
Customer lists	$	44,794	$	32,961	$	18,657	$	43,954	$	11,639	$	44,138	$	32,934	$	11,204	$	18,657
Trademarks and tradenames		2,176		2,051		1,498		2,154		400		2,176		2,051		125		1,498
Licenses and patents		4,659		1,974		665		4,080		1,008		4,765		2,037		2,728		665
Other intangibles		577		557		-		577		557		577		557		20		-
Intangible assets	$	52,206	$	37,543	$	20,820	$	50,765	$	13,604	$	51,656	$	37,579	$	14,077	$	20,820

Identifiable intangible assets with finite lives are amortized over their estimated useful lives. Intangible ~~assets~~asset amortization ~~expenses (not including impairment) were $897~~expense was $563 and ~~$3,119~~$1,056 for the three ~~and nine~~ months ended ~~June 30,~~December 31, 2014 and ~~$834 and $2,533 for the three and nine months ended June 30, 2013.~~2013, respectively.

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

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

(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) ~~were as follows:~~

Pension and Postretirement Plans
Three Months Ended
June 30,

Nine Months Ended
June 30,

2014

2013

2014

2013
Amortization of net loss
$
46

$
109

$
137

$
325
Provision for income taxes

-

-

120

-
Total net of tax
$
46

$
109

$
257

$
325



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)

~~On June 30, 2014~~(2)This amount is reported in Income Tax Expense on the Company and its subsidiaries Global Physics Solutions, Inc. and IZI Medical Products, LLC (collectively, the “Borrowers”), entered into a First Amendment to Amended and Restated Credit Agreement (the “Amendment”) with BMO Harris Bank N.A., as administrative agent (the “Administrative Agent”), and the lenders that are party thereto (collectively, the “Lenders”). The Amendment amended the Amended and Restated Credit Agreement entered into among the Borrowers, the Administrative Agent and the Lenders on August 2, 2013 (the “Credit Agreement”).

~~The Amendment amended, among other things, (i) the definition~~Consolidated Statements of Capital Expenditures and EBITDA and (ii) kept the fixed charge coverage ratio covenant and the leverage ratio covenant constant (1.10 to 1.00 and 3.50 to 1.00, respectively) through the remainder of the term of the Credit Agreement instead of tightening to 1.15 to 1.00 and 3.25 to 1.00, respectively, at September 30, 2015. ~~The Company was in compliance with all covenants as of June 30, 2014. In connection with the~~ ~~Amendment, the Company paid certain amendment fees to the Lenders~~ ~~and certain other fees and expenses to the Administrative Agent~~. Operations

During the first fiscal quarter of 2014, the Company changed the presentation of its reporting segments to separately disclose certain ‘corporate expenses’ that had previously been reported within the Radiation Measurement segment. As a result, the current segment disclosures will reflect three reportable segments: Radiation Measurement, Medical Physics, Medical Products and one functional group: Corporate. The following tables summarize financial information for each reportable segment:

Three Months Ended
June 30,

Nine Months Ended
June 30,

2014

2013

2014

2013
Revenues by segment:

Radiation Measurement

$
24,218

$
26,383

$
81,143

$
80,035
Medical Physics

8,175

7,903

23,943

23,090
Medical Products

2,373

2,294

6,939

7,218
Consolidated revenues

$
34,766

$
36,580

$
112,025

$
110,343

Three Months Ended
June 30,

Nine Months Ended
June 30,

2014

2013

2014

2013
Operating income (loss) by segment:

Radiation Measurement

$
6,329

$
8,715

$
25,209

$
28,289
Medical Physics

435

1,056

1,468

2,580
Medical Products

(62,429)

(22,591)

(63,041)

(21,617)
Corporate

(5,099)

(3,956)

(12,010)

(12,147)
Consolidated operating loss

$
(60,764)

$
(16,776)

$
(48,374)

$
(2,895)

The effective tax rates for the ~~Company recorded impairment charges~~first fiscal quarter of 2015 and 2014 were 26.2% and 32.0%, respectively. The decrease in the ~~Medical Products segment during~~effective tax rate was due primarily to the enactment of the research and development credit for calendar year 2014 in the first fiscal ~~third quarters~~quarter of ~~2014 and 2013.~~2015.

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

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 ~~are the following~~were as follows for the periods ended:

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 ~~are the following~~were as follows for the periods ended:

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/A~~10-K for the fiscal year ended September 30, ~~2013.~~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.

During the third quarter of fiscal 2014, it became apparent that anticipated revenue and profitability trends in our IZI Medical Products reporting unit were not being achieved to the extent forecasted. Early budget reviews also indicated future sales growth and margins may be less than expected. We updated the forecast for our Medical Products segment based on the most recent financial results and our best estimates of future operations. The updated forecast reflects slower growth in revenues and lower margins for the Medical Products segment primarily due to anticipated continued pricing pressures from certain competitors. As a result, in connection with the preparation of the financial statements for the quarter ended June 30, 2014, the Company performed an impairment analysis with respect to the carrying value of the intangible assets and goodwill in the IZI Medical Products reporting unit. Based on the testing performed, the Company recorded a non-cash impairment charge of $62,188 of which $41,368 related to goodwill and $20,820 related to intangible assets.

In accordance with FASB ASC 350, Intangibles – Goodwill and Other, the Company aggregates its business components into reporting units and tests for goodwill impairment. The Medical Products segment is comprised of two reporting units – IZI Medical Products and Ilumark. The Company tested goodwill at the IZI Medical Products reporting unit for the quarter ended June 30, 2014. Goodwill impairment is determined using a two-step process. The first step of the goodwill impairment test is to identify potential impairment by comparing the fair value of a reporting unit with its net book value (or carrying amount), including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not to be impaired and the second step of the impairment test is unnecessary. If the carrying amount of the reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of the impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as the amount of goodwill

recognized in a business combination. That is, the fair value of the reporting unit is allocated to all of the assets and liabilities of that reporting unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination and the fair value of the reporting unit was the purchase price paid to acquire the reporting unit.

Based on the result of the first step of the goodwill impairment analysis, the Company determined that the fair value of the IZI Medical Products reporting unit was less than its carrying value as of June 30, 2014 and, as such, the Company applied the second step of the goodwill impairment test to this reporting unit. Based on the result of the second step of the goodwill impairment analysis, the Company recorded a $41,368 non-cash pretax charge to reduce the carrying value of goodwill in the IZI Medical Products reporting unit. The tax benefit associated with this charge was $16,692. The impairment charge is non-cash in nature and does not affect the Company’s liquidity. As a result of the impairment charge in our IZI Medical Products reporting unit recognized during the third quarter of fiscal 2014 and the effects of foreign currency in the Radiation Measurement segment, the carrying amount of goodwill was reduced to $44,645 as of June 30, 2014 from $84,436 as of September 30, 2013.

~~Changes in the carrying amount of goodwill by reportable segment for the nine months ended June 30, 2014 were as follows:~~

For a detailed discussion of the Company’s critical accounting policies, see Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies” in the Annual Report on Form 10-K/A for the year ended September 30, 2013.

Comparison of the ~~third~~first fiscal quarter ended ~~June 30,~~December 31, 2014 and the ~~third~~first fiscal quarter ended ~~June 30,~~December 31, 2013

Revenues for the ~~third~~first fiscal quarter of ~~2014~~2015 were ~~$34.8~~$37.5 million, a decrease of ~~$1.8~~$0.6 million, or ~~4.9%~~1.6%, compared with revenues of ~~$36.6~~$38.1 million for the third fiscal quarter of 2013. The Radiation Measurement segment experienced a decrease of $2.2 million, due primarily to the timing of Radwatch sales. In addition, the Company recorded a $0.9 million adjustment to correct the timing of revenue recognition related to dosimeter wear periods and a $0.5 million adjustment to correct revenue recorded in the secondfirst 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 ~~revenues was~~segment, due to favorable product mix, were partially offset by ~~increased revenues~~a 0.6% decline in gross margin in the Medical Physics segment ~~of $0.3 million.~~

Cost of sales were essentially flat at $18.0 million for the third fiscal quarter of 2014 and 2013. The gross margin rate decreased from 50.9% for the third fiscal quarter of 2013 to 48.3% for the third fiscal quarter of 2014 as a result of the decrease in revenues of our Radiation Measurement products.

Selling, general and administrative expenses for the third fiscal quarter of 2014 were $13.8 million, an increase of $1.2 million, or 9.5%, compared with operating expenses of $12.6 million for the third fiscal quarter of 2013. The increase in selling, general and administrative expenses resulted primarily from increased bad debt expense of $0.7 million and professional fees of $0.5 million. The increase in the bad debt expense was driven by ~~a provision recorded for three customers during the third fiscal quarter of 2014.~~

Operating loss for the third fiscal quarter of 2014 was $60.8 million, compared with an operating loss of $16.8 million for the third fiscal quarter of 2013. The increase in the operating loss was driven by a $62.2 million goodwill and intangible assets impairment charge recorded in the third fiscal quarter of 2014. The Company recorded a $22.7 million goodwill impairment charge in the same period in fiscal 2013.

Equity in income of joint ventures for the third fiscal quarter of 2014 was $0.3 million, a decrease of $0.2 million, or 40.0%, from the prior year third fiscal quarter amount of $0.5 million, due primarily to the timing of military orders.

The effective tax rate for the third fiscal quarter of 2014 and 2013 was 40.8% and 21.6%, respectively. The increase in the effective tax rate was driven by the effect of certain permanent items having a greater impact on our effective tax rate due to a lower level of book income.

Net loss attributable to Landauer for the third fiscal quarter of 2014 was $36.6 million, compared with a net loss of $13.8 million in the third fiscal quarter of 2013. The larger net loss was primarily related to the higher impairment charges and to $1.6 million of reorganization expenses, partially offset by a larger tax benefit.

During the first fiscal quarter of 2014, the Company changed the presentation of its reporting segments to separately disclose certain ‘corporate expenses’ that had previously been reported within the Radiation Measurement segment. As a result, the current segment disclosures will reflect three reporting segments: Radiation Measurement, Medical Physics and Medical Products, and one functional group: Corporate.

Radiation Measurement revenues for the third fiscal quarter of 2014 were $24.2 million, a decrease of $2.2 million, or 8.3%, from the third fiscal quarter of 2013 of $26.4 million. The decrease in revenues was due primarily to lower Radwatch revenues of $1.3 million, driven by the timing of military orders. In addition, the Company recorded an adjustment to revenue of $0.9 million in the third fiscal quarter of 2014 to correct the dosimeter wear periods used to compute service revenue. Operating income for the third fiscal quarter of 2014 was $6.3 million, a decrease of $2.4 million, or 27.6%, compared to operating income of $8.7 million for the third fiscal quarter of 2013. The decrease in operating income was due to a $1.4 million decrease in gross margin resulting from the decrease in revenues as well as a $1.1 million increase in selling, general and administrative expenses due to higher bad debt expense and professional fees.

Medical Physics revenues for the third fiscal quarter of 2014 were $8.2 million, an increase of $0.3 million, or 3.8%, as compared to $7.9 million for the third fiscal quarter of 2013. The increase in revenue is primarily attributable to increased imaging services. Medical Physics operating income for the third fiscal quarter of 2014 was $0.4 million as compared to $1.0 million in the third fiscal quarter of 2013. The decrease in operating income was primarily due to increased staffing expenses ~~of $0.7 million~~

to support additional contracts in the imaging ~~division~~ and ~~to support the continued advancement of the segment’s system-sell initiatives.~~

Medical Products revenues of $2.4 million for the third fiscal quarter of 2014 were relatively flat compared to $2.3 million for the third fiscal quarter of 2013. Operating loss for the third fiscal quarter of 2014 was $62.4 million as compared to $22.6 milliontherapy divisions and a 0.5% decline in the third fiscal quarter of 2013. The Company recorded a $62.2 million goodwill and intangible assets impairment charge for the third fiscal quarter of 2014 compared to a $22.7 million goodwill impairment charge in the same period in fiscal 2013.

Corporate selling, general and administrative expenses reflect costs associated with supporting the entire Company, including executive management and administrative functions such as accounting, treasury, legal, human resources, and information technology management, as well as other costs required to support the Company. Corporate expenses for the third fiscal quarter of 2014 were $5.1 million, an increase of $1.2 million as compared to $3.9 million in the third fiscal quarter of 2013. The increase was due primarily to reorganization costs, primarily severance, recorded during the third fiscal quarter of 2014.

~~Comparison of the nine months ended June 30, 2014 and the nine months ended June 30, 2013~~

Revenues for the first nine months of fiscal 2014 were $112.0 million, an increase of $1.7 million, or 1.4%, compared with revenues of $110.3 million for the first nine months of fiscal 2013. The Radiation Measurement segment experienced an increase of $1.1 million, due primarily to an increase in revenue from international operations, partially offset by a $0.9 million adjustment to correct the timing of revenue recognition related to dosimeter wear periods. Medical Physics segment revenues increased by $0.8 million due primarily to increased imaging services, offset by decreased Medical Products revenue of $0.3 million as a result of decreased Spherz pricing and shipments.

Cost of sales for the first nine months of fiscal 2014 were $54.5 million, an increase of $2.9 million, or 5.6%, compared with cost of sales of $51.6 million for the first nine months of fiscal 2013. The cost of sales increase was due primarily to increased labor to support additional contracts in the Medical Physics imaging division. In addition, cost of sales increasedgross margin in the Medical Products segment ~~due to an increase in the volume of surgical accessory sales.~~driven by Spherz price pressure.

Selling, general and administrative expenses for the first ~~nine months~~fiscal quarter of ~~fiscal 2014~~2015 were ~~$41.9~~$13.7 million, ~~an increase~~a decrease of ~~$3.4~~$0.6 million, or ~~8.8%~~4.2%, compared with ~~operating expenses of $38.5~~$14.3 million for the first ~~nine months~~fiscal quarter of ~~fiscal 2013.~~2014. The decrease in selling, general and administrative ~~expense increase was due~~expenses resulted primarily ~~to increased~~from a $0.9 million decrease in research and development expenses and a $0.7 million decrease in amortization expense as a result of ~~$2.1 million related~~adjustments recorded during the third fiscal quarter of 2014 to reduce the ~~Company’s next generation dosimetry platform. In addition, the increase was due to~~carrying value of intangible assets, partially offset by higher ~~bad debt expense of $0.8 million~~legal, audit and ~~higher~~other professional fees ~~and outside services~~ of $0.7 million.

In the first nine months of fiscal 2014, we incurred $1.5 million of reorganization costs and $0.3 million of acquisition and other related expenses, as compared to $0.4 million in the first nine months of fiscal 2013, primarily due to acquisitions in the Medical Products segment.

Operating ~~loss~~income for the first ~~nine months~~fiscal quarter of ~~fiscal 2014~~2015 was ~~$48.4~~$6.1 million, an increase of $0.7 million, or 13.0%, compared with an operating ~~loss~~income of ~~$2.9~~$5.4 million for the first ~~nine months~~fiscal quarter of ~~fiscal 2013.~~2014. The ~~higher loss~~increase in operating income was ~~due primarily to~~driven by a $0.9 million decrease in research and development expenses, offset by an increase in ~~goodwill~~other selling, general and ~~intangible asset impairments as well as reorganization costs.~~administrative expenses of $0.3 million.

Equity in income of joint ventures for the first ~~nine months~~fiscal quarter of ~~fiscal 2014~~2015 was ~~$1.4~~$0.7 million, a decrease of ~~$1.2~~$0.6 million, ~~from~~or 46.2%, compared with $1.3 million for the ~~prior~~first fiscal ~~year’s first nine months amount~~quarter of ~~$2.6 million,~~2014. The decrease was due primarily to the timing of military orders.

The effective tax ~~rate was an expense of 43.4% and a benefit of (4.6%)~~rates for the first ~~nine months~~fiscal quarter of ~~fiscal~~2015 and 2014 were 26.2% and ~~2013,~~32.0%, respectively. The ~~increase~~decrease in the effective tax rate was ~~driven by~~due primarily to the ~~effect~~enactment of ~~certain permanent items having a greater impact on our effective tax rate due to a lower level~~the research and development credit for calendar year 2014 in the first fiscal quarter of ~~book income.~~2015.

Net ~~loss attributable~~income attributed to Landauer for the first ~~nine months~~fiscal quarter of ~~fiscal 2014~~2015 was ~~$28.6~~$4.4 million, an increase of $0.6 million, or 15.8%, compared with net ~~loss~~income of ~~$3.7~~$3.8 million in the first ~~nine months~~fiscal quarter of ~~fiscal 2013.~~2014. The ~~larger~~increase in net ~~loss~~income was ~~primarily related to~~ the ~~higher impairment charges~~result of a decrease in operating expenses of $0.7 million and ~~to $1.8~~a decrease in income tax provision of $0.3 million, ~~of reorganization expenses,~~ partially offset by a ~~larger tax benefit.~~decrease in equity in income of joint ventures of $0.6 million.

Radiation Measurement revenues for the first ~~nine months~~fiscal quarter of ~~fiscal 2014~~2015 were ~~$81.1~~$26.5 million, ~~an increase~~a decrease of ~~$1.1~~$1.7 million, or ~~1.4%~~6.0%, ~~from~~compared with $28.2 million for the first ~~nine months~~fiscal quarter of ~~fiscal 2013 of $80.0 million.~~2014. The ~~increase~~decrease in revenues was due primarily to ~~increases~~the unfavorable impact of changes in ~~revenues at international subsidiaries~~foreign currency exchange rates of ~~$2.9~~$0.8 million ~~partially offset by a decrease in Radwatch revenues~~and lower military product sales to our joint venture of ~~$1.0 million, driven by~~$0.7 million. The joint venture began sourcing these components directly from the ~~timing~~supplier during the second half of ~~military orders. In addition, the Company recorded an adjustment to revenue of $0.9 million to correct the dosimeter wear periods used to compute service revenue.~~ fiscal 2014.

Operating income for the first ~~nine months~~fiscal quarter of ~~fiscal 2014~~2015 was ~~$25.2~~$9.4 million, ~~a decrease~~an increase of ~~$3.1~~$0.6 million, or ~~11.0%~~6.8%, compared towith operating income of ~~$28.3~~$8.8 million for the first ~~nine months~~fiscal quarter of ~~fiscal 2013.~~2014. The ~~decrease~~increase in operating income was due to ~~increased~~a $1.0 million decrease in research and development expenses ~~of $2.1 million for~~to support the ~~advancement of the Company’s~~Verifii next generation ~~dosimeter, as well as~~dosimetry platform, offset by a $0.3 million increase in selling, general and administrative expenses due to higher bad debt ~~expenses~~expense and ~~professional fees.~~additional headcount to support sales and customer service activities.

Medical Physics revenues for the first ~~nine months~~fiscal quarter of ~~fiscal 2014~~2015 were ~~$23.9~~$8.4 million, an increase of ~~$0.8~~$0.7 million, or ~~3.5%~~9.1%, as compared ~~to $23.1~~with $7.7 million for the first ~~nine months~~fiscal quarter of ~~fiscal 2013. The increase in~~2014. Imaging services revenue ~~is primarily attributable~~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 ~~increased imaging services. Medical Physics operating~~higher demand for services by our existing customers.

Operating income for the first ~~nine months~~fiscal quarter of ~~fiscal 2014~~2015 was ~~$1.5~~$0.6 million, as compared to ~~$2.6~~$0.4 million infor the first ~~nine months~~fiscal quarter of ~~fiscal 2013.~~2014. The ~~decrease~~increase in operating income ~~was~~is due primarily ~~due~~ to ~~increased staffing expenses of $0.7 million to support additional contracts~~headcount reductions in ~~the imaging division and to support the continued advancement of the segment’s system-sell initiatives.~~administrative functions during fiscal 2014.

Medical Products revenues for the first ~~nine months~~fiscal quarter of ~~fiscal 2014~~2015 were ~~$6.9~~$2.6 million, ~~a decrease~~an increase of ~~$0.3~~$0.4 million, or ~~4.2%~~18.2%, compared to ~~$7.2~~$2.2 million for the first ~~nine months~~fiscal quarter of ~~fiscal 2013.~~2014. The ~~decrease~~increase in revenues is due to volume growth of $0.3 million and additional revenues of $0.3 million ~~is due primarily to~~resulting from an acquisition completed in December 2013, offset by the ~~decline in the~~impact of continued pressure on Spherz ~~selling price and shipments. Operating loss for the first nine months~~product pricing.

Medical Products had operating income of ~~fiscal 2014 was $63.0 million as compared to operating loss of $21.6~~$0.3 million for the first ~~nine months~~fiscal quarter of 2015 versus an operating loss of $0.3 million for the first fiscal ~~2013.~~quarter of 2014. The ~~Company~~change was primarily due to a $0.7 million decrease in amortization expense as a result of adjustments recorded ~~a $62.2 million goodwill and intangible assets impairment charge for~~during the third fiscal quarter of 2014 ~~compared~~ to ~~a $22.7 million goodwill impairment charge in~~reduce the ~~same period in 2013.~~carrying value of intangible assets.

Corporate selling, general and administrative expenses ~~reflect costs associated with supporting~~for the ~~entire Company, including executive management and administrative functions such as accounting, treasury, legal, human resources, and information technology management, as well as other costs required~~first fiscal quarter of 2015 were $4.2 million, an increase of $0.7 million, or 20%, compared to ~~support the Company. Corporate expenses were essentially flat at $12.1~~$3.5 million for the first ~~nine months~~fiscal quarter of ~~fiscal 2014~~2014. The increase was due primarily to higher legal, audit and ~~2013.~~

Landauer’s business plan for fiscal 2014 currently anticipates aggregate revenues for the year to be in the range of $150.0 to $160.0 million, and reflects the uncertainty of government funding during fiscal 2014 related to the military equipment sales opportunities the Company has developed. The Company also anticipates that the effective tax rate for the full fiscal year will now be within a range of 42% to 45%.$0.7 million.

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.

Cash provided by operating activities for the first ~~nine~~three months of fiscal ~~2014~~2015 was ~~$26.7~~$9.5 million, ~~an increase~~a decrease of ~~$7.2~~$0.5 million over the same fiscal period in ~~2013.~~2014. The ~~increase~~decrease was primarily due to ~~lower levels~~an increase in cash paid for income taxes of ~~core working capital (significantly trade receivables and deferred income), partially offset by higher operating expenses.~~$0.3 million.

Cash used by investing activities for the first ~~nine~~three months of fiscal ~~2014~~2015 was ~~$5.9~~$1.7 million, ~~compared to $10.0~~a decrease of $1.2 million inover the same fiscal period of ~~2013.~~2014. The ~~primary~~ difference was primarily due to ~~a reduction in capital spending, partially offset by~~ the acquisition of a small German distributor for $1.8 ~~million.~~ million in the first fiscal quarter of 2014.

Cash used by financing activities for the first ~~nine~~three months of fiscal ~~2014~~2015 was ~~$20.8~~$5.7 million, ~~compared to $17.9~~an increase of $1.4 million inover the same fiscal period of ~~2013.~~2014. The increase was primarily due to ~~repayments on~~a reduction in net long-term borrowings. As of ~~June 30,~~December 31, 2014, the Company had ~~$36.7~~$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 ~~nine~~three months of both fiscal ~~2014~~2015 and ~~2013,~~2014, the Company paid cash dividends of ~~$15.8 million and $15.7 million, respectively.~~$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 ~~June 30,~~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. On June 30, 2014 the Company entered into a First Amendment to Amended and Restated Credit Agreement with BMO Harris Bank N.A., as administrative agent and the lenders that are party thereto. The Amendment amends the Credit Agreement entered into among the Borrowers, the Administrative Agent and the Lenders on August 2, 2013.

This Amendment amended, among other things, (i) the definition of Capital Expenditures and EBITDA and (ii) kept the fixed charge coverage ratio covenant and the leverage ratio covenant constant (1.10 to 1.00 and 3.50 to 1.00, respectively) through the remainder of the term of the Credit Agreement instead of tightening to 1.15 to 1.00 and 3.25 to 1.00, respectively, at September 30, 2015. The Company was in compliance with all covenants as of ~~June 30,~~December 31, 2014.

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

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 ~~2013~~2014 through ~~June 30,~~December 31, 2014.

Certain matters contained in this report ~~including the information contained under the heading “Fiscal 2014 Outlook,”~~ 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” ~~and information contained in~~of the Company's Annual Report on Form ~~10-K/A~~10-K for the year ended September 30, ~~2013~~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.

The Company is exposed to market risk, including changes in foreign currency exchange ~~rates.~~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/A~~10-K for the fiscal year ended September 30, ~~2013.~~2014. The Company believes there have been no material changes in the information provided from the end of the preceding fiscal year through ~~June 30,~~December 31, 2014.

As of ~~June 30,~~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. ~~The two material weaknesses are as follows:~~

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:

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:

Notwithstanding the identified material ~~weakness,~~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.

In response to the identified material weaknesses, ~~described above,~~ our management, with ~~the~~ oversight from our ~~Audit Committee of~~audit committee, has dedicated significant resources and efforts to improve our control environment and risk assessment and to remedy the ~~Board of Directors, has taken steps and plans to take additional measures to remediate~~identified material weaknesses. We are currently evaluating the ~~underlying causes~~impact of the material ~~weaknesses. Our remediation plans related to~~weaknesses and are in the ~~preparation and review~~process of the Consolidated Statements of Cash Flows include enhancements to increase the effectiveness of review over nonrecurring transactions and adjustments pertaining to purchases of property, plant, and equipment. In addition, our remediation plans related to the accounting for revenue contracts include certain enhancements to the processes described below to ensure appropriate revenue recognition in accordance with contractual terms. We can provide no assurance at this time that management will be able to report that our internal control over financial reporting is effective as of September 30, 2014. Until the remediation steps set forth below are fully implemented for a sufficient period of time, the material weaknesses described above will continue to exist.

~~In response to the material weakness identified related to the preparation and review of the Consolidated Statements of Cash Flows, we are~~ taking the following ~~actions to improve the design~~actions:

In response to the material weakness identified related to the accounting for revenue contracts, we intend to take the following actions to improve the design of our internal control in order to remediate this weakness:

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 ~~additional internal controls will be effective in remediating the material weaknesses described above.~~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.

~~There~~We have ~~been no changes in~~improved our ~~internal control~~process over ~~financial reporting during~~ the ~~quarter ended June 30, 2014~~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 ~~have materially affected, or are reasonably likely~~facilitate the preparation of the Consolidated Statement of Cash Flows. We also enhanced our cash flow checklist to ~~materially affect, our internal control over financial reporting .~~identify the most common elements of operating, investing and financing activities, including nonrecurring transactions and adjustments.

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 ~~June 30,~~December 31, 2014, if adversely determined, would have a material effect on its business, financial position, results of operations, or cash flows.

Information regarding risk factors ~~are~~is set forth in Item 1A “Risk Factors” of the Company’s Annual Report on Form ~~10-K/A~~10-K for the fiscal year ended September 30, ~~2013.~~2014. The Company believes there have been no material changes in the information provided from the end of the preceding fiscal year through ~~June 30, 2014, other than the following new risk factor:~~December 31, 2014.

~~We have identified two material weaknesses in our internal control over financial reporting which could, if not remediated, result in material misstatements in our financial statements.~~

The Company has concluded that there are two material weaknesses in internal control over financial reporting, as we did not maintain effective internal controls over the preparation and review of the Consolidated Statements of Cash Flows, and we did not maintain effective controls over accounting for revenue contracts. Management has determined that the disclosure controls and procedures and internal control over financial reporting were not effective as of June 30, 2014.

Under standards established by the Public Company Accounting Oversight Board, a material weakness is a deficiency, or 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 and corrected on a timely basis. The existence of these issues could adversely affect the Company. As described in Part I, Item 4 “Controls and Procedures—Plan for Remediation of the Material Weaknesses” in this Form 10-Q, there are plans to take measures to remediate the underlying causes of the material weaknesses primarily by enhancing processes to increase the effectiveness of review over nonrecurring transactions and adjustments pertaining to purchases of property, plant and equipment as well as our procedures to ensure the proper communication, approval and accounting review of sales contracts.

The Company believes these additional internal controls will be effective in remediating the material weaknesses related to the preparation and review of the Consolidated Statements of Cash Flows and accounting for revenue contracts. As the Company continues 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 plans. If the Company is unable to successfully remediate these material weaknesses and if we are unable to produce accurate and timely financial statements, our stock price may be adversely affected and the Company may be unable to maintain compliance with applicable stock exchange listing requirements.

The Company’s purchases of its equity securities from the end of the preceding fiscal year through ~~June 30,~~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, 2013
105

$
51.26

-

-
November 1 - November 30, 2013
1,426

47.80

-

-
December 1 - December 31, 2013
3,260

52.16

-

-
Quarter ended December 31, 2013
4,791

$
50.84

-

-
January 1 - January 31, 2014
541

$
52.56

-

-
February 1 - February 28, 2014
-

-

-

-
March 1 - March 31, 2014
-

-

-

-
Quarter ended March 31, 2014
541

$
52.56

-

-
April 1 - April 30, 2014
-

$
-

-

-
May 1 - May 31, 2014
2,001

45.19

-

-
June 1 - June 30, 2014
2,561

43.86

-

-
Quarter ended June 30, 2014
4,562

$
44.44

-

-



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	-	-

10.1*		~~First Amendment to Amended and Restated Credit Agreement among Landauer, Inc., Global Physics Solutions, Inc. and IZI Medical Products, LLC (collectively,~~Cer
3.1		Certificate of Incorporation of the ~~“Borrowers”) with BMO Harris Bank N.A.,~~Registrant, as ~~administrative agent (the “Administrative Agent”), and the lenders that are party thereto (collectively, the “Lenders”)~~amended through March 6, 2015

~~10.2~~10.1		Offer Letter ~~between the Company and Mark Zorko,~~ dated ~~as of June 17,~~December 15, 2014, ~~incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K dated June 23, 2014~~

~~10.3~~		~~Separation Agreement~~ between the Company and Michael ~~K. Burke, dated as of June 17, 2014, incorporated~~T. Leatherman (incorporated by reference to Exhibit ~~10.2~~10(g) to the ~~Current~~Company’s Annual Report on Form ~~8-K dated June 23, 2014~~10-K for the fiscal year ended September 30, 2014)

31.1*		Certification of ~~William E. Saxelby,~~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 ~~William E. Saxelby,~~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 ~~June 30,~~December 31, 2014

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.



(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)


	June 30, 2014		September 30, 2013
Segment assets:
Radiation Measurement	$	176,164	$	170,648
Medical Physics		35,085		35,218
Medical Products		11,469		70,967
Consolidated assets	$	222,718	$	276,833


(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


	Three Months Ended June 30, 2014
(Dollars in Thousands)	Landauer, Inc.		Noncontrolling Interest		Total
Net (loss) income	$	(36,626)	$	309	$	(36,317)
Other comprehensive income:
Defined benefit pension and postretirement plans activity, net of tax		46		-		46
Foreign currency translation adjustment		(314)		20		(294)
Comprehensive (loss) income	$	(36,894)	$	329	$	(36,565)

	Three Months Ended June 30, 2013
(Dollars in Thousands)	Landauer, Inc.		Noncontrolling Interest		Total
Net (loss) income	$	(13,753)	$	154	$	(13,599)
Other comprehensive income:
Defined benefit pension and postretirement plans activity, net of tax		68		-		68
Foreign currency translation adjustment		(610)		(44)		(654)
Comprehensive (loss) income	$	(14,295)	$	110	$	(14,185)

	Nine Months Ended June 30, 2014
(Dollars in Thousands)	Landauer, Inc.		Noncontrolling Interest		Total
Net (loss) income	$	(28,578)	$	471	$	(28,107)
Other comprehensive income:
Defined benefit pension and postretirement plans activity, net of tax		257		-		257
Foreign currency translation adjustment		(161)		(29)		(190)
Comprehensive (loss) income	$	(28,482)	$	442	$	(28,040)

	Nine Months Ended June 30, 2013
(Dollars in Thousands)	Landauer, Inc.		Noncontrolling Interest		Total
Net (loss) income	$	(3,723)	$	400	$	(3,323)
Other comprehensive income:
Defined benefit pension and postretirement plans activity, net of tax		204		-		204
Foreign currency translation adjustment		(2,798)		(35)		(2,833)
Comprehensive (loss) income	$	(6,317)	$	365	$	(5,952)



	Six Months Ended March 31, 2014
(Dollars in Thousands)	As Previously Reported		Adjustment		As Revised
Cash flows from operating activities:
(Gain) loss on investments	$	-	$	(203)	$	(203)
Net cash provided by operating activities		20,164		(203)		19,961
Cash flows used by investing activities:
Other investing activities, net		(840)		203		(637)
Net cash used by investing activities		(5,055)		203		(4,852)



	Year Ended September 30, 2013
(Dollars in Thousands)	As Previously Reported		Adjustment		As Revised
Cash flows from operating activities:
(Gain) loss on investments	$	-	$	(282)	$	(282)
Net cash provided by operating activities		25,750		(282)		25,468
Cash flows used by investing activities:
Other investing activities, net		(2,151)		282		(1,869)
Net cash used by investing activities		(11,296)		282		(11,014)



	Year Ended September 30, 2012
(Dollars in Thousands)	As Previously Reported		Adjustment		As Revised
Cash flows from operating activities:
(Gain) loss on investments	$	-	$	(317)	$	(317)
Net cash provided by operating activities		36,840		(317)		36,523
Cash flows used by investing activities:
Other investing activities, net		(880)		317		(563)
Net cash used by investing activities		(125,456)		317		(125,139)



	Foreign Currency Translation Adjustments		Pension and Postretirement Plans, net of tax		Comprehensive (Loss) Income
Balance at September 30, 2013	$	(178)	$	(4,278)	$	(4,456)
(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		(161)		-		(161)		(1,771)		57		-		(1,714)
Amounts reclassified from accumulated other comprehensive income		-		257		257		-		(92)		72		(20)
Net current period other comprehensive income		(161)		257		96		(1,771)		(35)		72		(1,734)
Balance at June 30, 2014	$	(339)	$	(4,021)	$	(4,360)
Balance at December 31, 2014							$	(4,264)	$	131	$	(7,749)	$	(11,882)



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

8
11

		LANDAUER, INC.

Date: ~~August 11, 2014~~March 9, 2015		/s/ Mark A. Zorko
		Mark A. Zorko
		Interim Chief Financial Officer (Principal Financial Officer)