-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, H1ukZJ3g7nQ1aw0JTxmx4h8nZesqUYiB+X0gsCQKiC/HnLQyRe00C9DysEkNtg9Y IndKTWcjlI6CVGhl3B+7mA== 0000825410-95-000002.txt : 19950516 0000825410-95-000002.hdr.sgml : 19950516 ACCESSION NUMBER: 0000825410-95-000002 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950331 FILED AS OF DATE: 19950515 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: LANDAUER INC CENTRAL INDEX KEY: 0000825410 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TESTING LABORATORIES [8734] IRS NUMBER: 061218089 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-09788 FILM NUMBER: 95538750 BUSINESS ADDRESS: STREET 1: TWO SCIENCE RD CITY: GLENWOOD STATE: IL ZIP: 60425 BUSINESS PHONE: 7087557000 MAIL ADDRESS: STREET 1: 2 SCIENCE ROAD CITY: GLENWOOD STATE: IL ZIP: 60425 FORMER COMPANY: FORMER CONFORMED NAME: TECH OPS LANDAUER INC DATE OF NAME CHANGE: 19910521 10-Q 1 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q /X/ QUARTERLY REPORT pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 1995 or ______________ / / TRANSITION REPORT pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition from to Commission File Number 1-9788 ______ LANDAUER, INC. -------------------------- (Exact name of registrant as specified in its charter) Delaware 06-1218089 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 2 Science Road, Glenwood, Illinois 60425 ------------------------------------------ (Address of principal executive offices and Zip Code) Registrant's telephone number, including area code (708) 755-7000 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No . ___ ____ Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at May 11, 1995 --------------------------- --------------------------- ----- Common stock, $.10 par value 8,477,285 PART I. FINANCIAL INFORMATION LANDAUER, INC. Balance Sheets (000's) ASSETS ______
March 31, Sept. 30, 1995 1994 -------- ------- derived from (unaudited) (audited statements) Current assets: Cash and cash equivalents $ 4,265 $ 2,178 Short-term investments 2,027 3,976 Accounts receivable, less allowances of $118,000 at 3/31/95 and $138,000 at 9/30/94 6,989 6,253 Inventories 875 799 Prepaid expenses 156 78 Deferred taxes on income 818 824 Total current assets 15,130 14,108 Property, plant and equipment, at cost 16,463 14,935 Less: Accumulated depreciation and amortization 8,558 7,856 Net property, plant and equipment 7,905 7,079 Investment in U.S. Treasury Securities 4,059 5,121 Cost of purchased businesses in excess of net assets acquired 3,030 3,113 Equity in Japanese joint venture 3,714 3,688 Other assets 2,602 2,531 $ 36,440 $ 35,640 ___________ ___________
The accompanying notes are an integral part of these financial statements. LANDAUER, INC. Balance Sheets (Cont'd.) (000's) LIABILITIES AND STOCKHOLDERS' INVESTMENT ________________________________________
March 31, Sept. 30, 1995 1994 ------ ------ derived from (unaudited) (audited statements) Current liabilities: Accounts payable $ 326$ 218 Deferred contract revenue 7,217 6,602 Dividend payable 2,119 1,865 Accrued compensation and related costs 689 880 Accrued pension costs 650 839 Accrued expenses 1,024 1,178 Accrued taxes on income 1,521 1,527 ____________________ Total current liabilities 13,546 13,109 _________ _________ Stockholders' investment: Preferred stock, $.10 par value per share - Authorized - 1,000,000 shares Outstanding - None Common stock, $.10 par value per share - Authorized - 20,000,000 shares Outstanding - 8,477,285 shares 848 848 Premium paid in on common stock 7,848 7,831 Cumulative translation adjustments 879 879 Retained earnings 13,319 12,973 _________ _________ Total stockholders' investment 22,894 22,531 _________ _________ $ 36,440 $ 35,640 ________ ________
The accompanying notes are an integral part of these financial statements. LANDAUER, INC. Statements of Income (000's, except per share amounts) (Unaudited)
Three Months Ended Six Months Ended ------------------ ---------------- March 31,March 31,March 31, March 31, 1995 1994 1995 1994 ------ ------ ------ ------- Net revenues $ 8,673 $ 8,347$ 16,686 $ 15,834 Costs and expenses: Cost of revenues 2,501 2,460 4,918 4,759 Selling, general and administrative 2,318 2,306 4,598 4,481 ------ ------ ------ ------ 4,819 4,766 9,516 9,240 ------ ------ ------ ------ Operating income 3,854 3,581 7,170 6,594 Other income, net 347 219 642 438 ------ ------ ------ ------ Income before income taxes 4,201 3,800 7,812 7,032 Income tax provision 1,566 1,436 2,917 2,654 ------ ------ ------- ------- Net income $ 2,635 $ 2,364 $ 4,895 $ 4,378 __________ __________ ____________________ Net income per share $ .31 $ .28 $ .58 $ .52 ____________ ____________ ____________ ____________ Average shares outstanding 8,477 8,477 8,477 8,477 ___________ ___________ ____________ ___________
The accompanying notes are an integral part of these financial statements. LANDAUER, INC. Statements of Cash Flows (000's) (Unaudited)
Six Months Ended --------------- --- March 31, March 31, 1995 1994 ------- ------- Net cash flow from operating activities: Net income $ 4,895 $ 4,378 Adjustments to reconcile net income to net cash from operating activities: Depreciation and amortization 1,174 1,121 Equity in net income of foreign affiliate (375) (258) Compensatory effect of stock options (294) 6 Increase (decrease) in deferred income taxes 6 (26) Increase in accounts receivable (736) (576) Increase in inventories (76) (150) Decrease (increase) in prepaid expenses(78) 66 Decrease in accounts payable 108 100 Increase (decrease) in deferred contract revenue 615 (156) Increase (decrease) in accrued expenses (540) 174 Net increase in other non-current assets (460) (556) _____________________ Net cash generated from operating activities 4,239 4,123 Cash flow used by investing activities: Disposition of investments - net 3,011 486 Acquisition of property, plant, and equipment (1,528) (692) ____________________ Net cash generated from (used by) investing activities 1,483 (206) Cash flow from financing activities: Dividend received from foreign affiliate 349 321 Dividends paid (3,984) (3,561) __________ __________ Net cash used by financing activities (3,635) (3,240) __________ __________ Net increase in cash 2,087 677 Opening balance - cash and cash equivalents 2,178 2,862 ________ ________ Ending balance - cash and cash equivalents $ 4,265 $ 3,539 ________ ________ Supplemental Disclosure of Cash Flow Information: Cash paid for income taxes $ 2,975 $ 2,251 ________ ________ Supplemental Disclosure of Non-cash Financing Activity: Dividend declared $ 2,119 $ 1,865 ________ _______
The accompanying notes are an integral part of these financial statements. LANDAUER, INC. Notes to Financial Statements - March 31, 1995 (Unaudited) (1) Basis of Presentation _____________________ The accompanying unaudited condensed financial statements reflect the financial position of Landauer, Inc. ("Landauer") as of March 31, 1995 and September 30, 1994, and the results of operations and cash flows for the three-month and six-month periods ended March 31, 1995 and 1994. In the opinion of management, the accompanying unaudited condensed financial statements contain all adjustments necessary to present fairly the financial position of Landauer as of March 31, 1995 and September 30, 1994, and the results of operations for the three-month and six-month periods ended March 31, 1995 and 1994, and cash flows for the six-month periods ended March 31, 1995 and 1994. The accounting policies followed by the Company are set forth in Note 1 to the Company's financial statements in the 1994 Landauer Annual Report on Form 10-K, which is incorporated by reference. The results of operations for the three-month and six-month periods ended March 31, 1995 and 1994 are not necessarily indicative of the results to be expected for the full year. (2) Cash Dividends ______________ On March 15, 1995, the Company declared a regular quarterly cash dividend in the amount of $.25 per share payable on April 13, 1995, to stockholders of record on March 31, 1995. On November 3, 1994, the Company declared a regular quarterly cash dividend in the amount of $.25 per share payable on January 12, 1995, to stockholders of record on December 30, 1994. Regular quarterly cash dividends of $.22 per share ($.88 annually) were declared during fiscal 1994. Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources _______________________________ Landauer's cash flow from operating activities for the six months ended March 31, 1995 and 1994 amounted to $4,239,000 and $4,123,000, respectively. Investing activities for the first half of fiscal 1995 and 1994 resulted in net dispositions of principally short-term U.S. Treasury securities of $3,011,000 and $486,000, respectively. Offsetting these were acquisitions of property, plant and equipment in the amount of $1,528,000 and $692,000, respectively. The Company's financing activities were limited to payments of cash dividends, offset by foreign dividends received from Nagase-Landauer, Ltd., our Japanese joint venture. LANDAUER, INC. Management's Discussion and Analysis of Financial Condition and Results of Operations (Cont'd.) The Company has no long-term liabilities and its requirement for cash flow to support investing activities is generally limited. Capital expenditures for the balance of fiscal 1995 are expected to amount to $1,100,000, principally for the development of computer hardware and software systems and acquisition of equipment for productivity and technology enhancements. The Company anticipates that funds for these capital improvements will be provided from operations. The Company presently maintains no external sources of liquidity, and, in the opinion of management, resources are adequate for projected operations and capital spending programs, as well as continuation of the regular cash dividend program. Landauer requires limited working capital for its operations since many of its customers pay for annual services in advance. Such advance payments amounted to $7,217,000 and $6,602,000, respectively, as of March 31, 1995 and September 30, 1994, and are included in deferred contract revenue. While these amounts represent approximately one-half of current liabilities, such amounts do not represent a cash requirement. Results of Operations _____________________ Revenues for the quarter ended March 31, 1995 were 4% higher compared with the same quarter a year ago. The increase in revenues was entirely attributable to gains in the Company's traditional radiation dosimetry business. Gross margins for the second fiscal quarter were 71.2% of the revenues compared to 70.5% for the same period in fiscal 1994. The increase in margins was attributable to higher revenues and lower direct labor and overhead costs. Selling, general and administrative expenses were lower for the current quarter as a percent of revenues at 26.7% compared to 27.6% for the second quarter of fiscal 1995. The decrease reflected a growth in revenues with only a slight increase in expenses. As a result, operating income for the second fiscal quarter of 1995 was 44.4% of revenues compared to 42.9% for the same period last year. Income before income taxes was 48.4% of the revenues for the quarter just ended compared to 45.5% for the second fiscal quarter of 1994. The effective tax rate for the Company during the second quarter of fiscal 1995 was 37.3% compared with 37.8% for the same period last year. Resulting net income of $2,635,000 for the second fiscal quarter of 1995 was more than 11% higher than $2,364,000 reported in fiscal 1994. Income per share for the quarter was $.31 versus $.28 for the second fiscal quarter of 1994. LANDAUER, INC. Management's Discussion and Analysis of Financial Condition and Results of Operations (Cont'd.) Revenues for the six months ended March 31, 1995, were 5% higher compared with the first six months of fiscal 1994. The increase in revenues was attributable to gains in the Company's traditional radiation dosimetry business. Gross margins for the first half of fiscal 1995 were higher at 70.5% of revenues compared with 69.9% a year ago. The increase in gross margins was principally attributable to a lower growth rate in overhead costs relative to the increase in revenues. Selling, general, and administrative expenses were lower for the first half of fiscal 1995 as a percent of revenues at 27.6% compared to 28.3% for the first half of fiscal 1994. The decrease reflected a lower growth rate in expenses than in revenues. As a result, operating income for the first half of fiscal 1995 was 43.0% of revenues compared to 41.6% for the same period last year. Income before income taxes was 46.8% of revenues for the six months just ended, compared with 44.4% for the same period in fiscal 1994. The effective tax rate for the Company during the first half of fiscal 1995 was lower at 37.3% compared with 37.7% for the first six months of 1994. Resulting net income of $4,895,000 for the first six months of 1995 was 12% higher than $4,378,000 reported in fiscal 1994. Income per share thus far in fiscal 1995 was $.58 versus $.52 for the same period in fiscal 1994. LANDAUER, INC. March 31, 1995 PART II.OTHER INFORMATION Item 2. Legal Proceedings _________________ Landauer is involved in various legal proceedings but believes that these matters will be resolved without a material effect on its financial position. Item 4. Submission of Matters to a Vote of Security Holders ___________________________________________________ At its Annual Meeting held on February 1, 1995, the shareholders voted to re-elect Marvin G. Schorr, Gary D. Eppen, and Michael D. Winfield as directors for three-year terms. Voting for all nominees were 6,971,504 shares (representing 82.2% of total shares outstanding), and votes for 127,799 shares were withheld from all nominees. Continuing as directors are Richard H. Leet, C. Vincent Vappi, Thomas M. Fulton, Paul B. Rosenberg, and Herbert Roth, Jr. Shareholders voted to approve an incentive compensation plan for executive officers with 6,655,406 shares (representing 78.5% of total shares outstanding) voting for the proposal, 197,502 against, and 248,295 abstaining. The shareholders also voted to reappoint Arthur Andersen LLP as the Company s auditors for the following year, with 7,028,898 shares (82.9% of total shares outstanding) voting for, 58,702 shares against, and 13,603 shares abstaining. Item 6. Exhibits and Reports on Form 8-K ________________________________ (a) No exhibits are filed with this report. (b) There were no reports on Form 8-K during the quarter for which this report is filed. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. LANDAUER, INC. Date: May 11, 1995 /s/ James M. O Connell _______________________________ James M. O'Connell Vice President and Treasurer (Principal Financial and Accounting Officer) -----END PRIVACY-ENHANCED MESSAGE-----