-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KdDPv/Z5pgIy14rfFNZIgHb8mF2XbWJ2lUr0cEH2hovWHHI1Ow+NK9r1zc6nL8Nq tJpjNn4fRwje8bV0r6ZMvA== 0000825410-96-000007.txt : 19960515 0000825410-96-000007.hdr.sgml : 19960515 ACCESSION NUMBER: 0000825410-96-000007 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960514 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: 96564011 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, 1996 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 13, 1996 --------------------------- ---------------------------- Common stock, $.10 par value 8,477,285 PART I. FINANCIAL INFORMATION LANDAUER, INC. Balance Sheets (000's) ASSETS ______
March 31, Sept. 30, 1996 1995 ----------- ---------- derived from (unaudited)(audited statements) Current assets: Cash and cash equivalents $ 4,198 $ 1,915 Short-term investments 4,977 6,456 Accounts receivable less allowances of $135,000 at 3/31/96 and $151,000 at 9/30/95 7,914 6,972 Inventories 940 955 Prepaid expenses 140 280 Deferred taxes on income 746 746 ------- ------- Total current assets 18,915 17,324 Property, plant and equipment, 17,505 16,858 at cost Less: Accumulated depreciation and amortization 9,749 9,104 -------- -------- Net property, plant and equipment 7,756 7,754 Investment in U.S. Treasury Securities 2,961 3,978 Cost of purchased businesses in excess of net assets acquired 2,863 2,946 Equity in Japanese joint venture 3,912 4,104 Other assets 2,519 2,643 --------- --------- $ 38,926 $ 38,749 ======== ========
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, 1996 1995 --------- --------- derived from (unaudited)(audited statements) Current liabilities: Accounts payable $ 404 $ 638 Deferred contract revenue 7,819 7,599 Dividend payable 2,331 2,119 Accrued compensation and related costs 941 1,098 Accrued pension costs 1,027 704 Accrued expenses 1,475 1,219 Accrued taxes on income 668 1,587 ------- -------- Total current liabilities 14,665 14,964 ------- -------- 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 7,596 7,561 Cumulative translation adjustments 515 819 Retained earnings 15,302 14,557 -------- -------- Total stockholders' investment 24,261 23,785 -------- -------- $ 38,926 $ 38,749 ======== ========
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, 1996 1995 1996 1995 -------- ------ ------ ------- Net revenues $ 9,492 $ 8,673 $ 18,178 $ 16,686 Costs and expenses: Cost of revenues 2,733 2,501 5,416 4,918 Selling, general and administrative 2,557 2,318 4,939 4,598 ------ ------ ------ ------ 5,290 4,819 10,355 9,516 ------ ------ ------ ------ Operating income 4,202 3,854 7,823 7,170 Other income, net 408 347 803 642 ------ ------ ------ ------ Income before income taxes 4,610 4,201 8,626 7,812 Income tax provision 1,708 1,566 3,218 2,917 ------ ------ ------- ------- Net income $ 2,902 $ 2,635 $ 5,408 $ 4,895 ======== ======== ======== ======== Net income per share $ .34 $ .31 $ .64 $ .58 ======== ======== ======== ======== 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, 1996 1995 --------- --------- Net cash flow from operating activities: Net income $ 5,408 $ 4,895 Adjustments to reconcile net income to net cash from operating activities: Depreciation and amortization 1,263 1,174 Equity in net income of foreign affiliate (489) (375) Compensatory effect of stock options 35 (294) Decrease in deferred income taxes 0 6 Increase in accounts receivable (952) (736) Decrease (increase) in inventories 15 (76) Decrease (increase) in prepaid expenses 140 (78) Decrease (increase) in accounts payable (234) 108 Decrease in deferred contract revenue 220 615 Increase in accrued expenses (497) (540) Net increase in other non-current assets (263) (460) ------- ------- Net cash generated from operating activities 4,646 4,239 Cash flow used by investing activities: Purchases of U.S. Treasury Securities (3,004) -- Maturities of U.S. Treasury Securities 5,500 3,011 Acquisition of property, plant, and equipment (794) (1,528) ------- -------- Net cash generated from (used by) investing activities 1,702 1,483 Cash flow from financing activities: Dividend received from foreign affiliate 386 349 Dividends paid (4,451) (3,984) -------- -------- Net cash used by financing activities (4,065) (3,635) -------- -------- Net increase in cash 2,283 2,087 Opening balance - cash and cash equivalents 1,915 2,178 -------- -------- Ending balance - cash and cash equivalents $ 4,198 $ 4,265 ======== ======== Supplemental Disclosure of Cash Flow Information: Cash paid for income taxes $ 4,157 $ 2,975 ======== ======== Supplemental Disclosure of Non-cash Financing Activity: Dividend declared $ 2,331 $ 2,119 Foreign currency translation adjustment $ (304) $ 0 ======== ========
The accompanying notes are an integral part of these financial statements. LANDAUER, INC. Notes to Financial Statements - March 31, 1996 (Unaudited) (1) Basis of Presentation _____________________ The accompanying unaudited condensed financial statements reflect the financial position of Landauer, Inc. ("Landauer") as of March 31, 1996 and September 30, 1995, the results of operations for the three-month and six- month periods ended March 31, 1996 and 1995 and cash flows for the six- month periods ended March 31, 1996 and 1995. 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, 1996 and September 30, 1995, and the results of operations for the three-month and six-month periods ended March 31, 1996 and 1995, and cash flows for the six-month periods ended March 31, 1996 and 1995. The accounting policies followed by the Company are set forth in Note 1 to the Company's financial statements in the 1995 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, 1996 and 1995 are not necessarily indicative of the results to be expected for the full year. (2) Cash Dividends ______________ On March 13, 1996, the Company declared a regular quarterly cash dividend in the amount of $.275 per share payable on April 11, 1996, to stockholders of record on March 28, 1996. On November 9, 1995, the Company declared a regular quarterly cash dividend in the amount of $.275 per share payable on January 11, 1996, to stockholders of record on December 29, 1995. Regular quarterly cash dividends of $.25 per share ($1.00 annually) were declared during fiscal 1995. 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, 1996 and 1995 amounted to $4,646,000 and $4,239,000, respectively. Investing activities for the first half of fiscal 1996 and 1995 resulted in a net decrease in investments in principally U.S. Treasury securities of $3,011,000 and $2,496,000, respectively. Offsetting these were acquisitions of property, plant and equipment in the amount of $794,000 and $1,528,000, 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 1996 are expected to amount to $1,300,000, principally for the development of computer hardware and software systems and the acquisition of equipment to support growth, technology enhancements and cost reductions. 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 services in advance. Such advance payments amounted to $7,819,000 and $7,599,000, respectively, as of March 31, 1996 and September 30, 1995, 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, 1996 were 9% higher compared with the same quarter a year ago. The increase in revenues was attributable to gains in the Company s traditional radiation dosimetry business and growth in radon protection plan services. Gross margins were 71.2% of the revenues for the second quarter of fiscal 1996 and fiscal 1995. Selling, general and administrative expenses were slightly higher for the current quarter as a percent of revenues at 26.9% compared to 26.7% for the second quarter of fiscal 1996. The increase reflected higher research and general and administrative expenses. As a result, operating income for the second fiscal quarter of 1996 was 44.3% of revenues compared to 44.4% for the same period last year. Income before income taxes was 48.6% of the revenues for the quarter just ended compared to 48.4% for the second fiscal quarter of 1995. The effective tax rate for the Company during the second quarter of fiscal 1996 was 37.0% compared with 37.3% for the same period last year. Resulting net income of $2,902,000 for the second fiscal quarter of 1996 was more than 10% higher than $2,635,000 reported in fiscal 1995. Income per share for the quarter was $.34 versus $.31 for the second fiscal quarter of 1995. LANDAUER, INC. Management's Discussion and Analysis of Financial Condition and Results of Operations (Cont d.) Revenues for the six months ended March 31, 1996, were 9% higher compared with the first six months of fiscal 1995. The increase in revenues was attributable to gains in the Company s traditional radiation dosimetry business and growth in radon protection plan services. Gross margins for the first half of fiscal 1996 were 70.2% of revenues compared with 70.5% a year ago. The decrease in gross margins was principally attributable to higher overhead costs compared with a year ago. Selling, general, and administrative expenses were lower for the first half of fiscal 1996 as a percent of revenues at 27.2% compared to 27.6% for the first half of fiscal 1995. The decrease primarily reflected a lower growth rate in selling expenses compared with a year ago. Operating income for the first half of fiscal 1996 was 43.0% of revenues comparable to the same period last year. Income before income taxes was 47.5% of revenues for the six months just ended, compared with 46.8% for the same period in fiscal 1995. The effective tax rate for the Company during the first half of fiscal 1996 and 1995 was 37.3%. Resulting net income of $5,408,000 for the first six months of 1996 was more than 10% higher than $4,895,000 reported in fiscal 1995. Income per share thus far in fiscal 1996 was $.64 versus $.58 for the same period in fiscal 1995. LANDAUER, INC. March 31, 1996 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 7, 1996, the shareholders voted to re-elect Richard H. Leet and C. Vincent Vappi as directors for three- year terms. Voting for all nominees were 6,950,676 shares (representing 82.0% of total shares outstanding), and votes for 96,488 shares were withheld from all nominees. Continuing as directors are Gary D. Eppen, Thomas M. Fulton, Paul B. Rosenberg, Herbert Roth, Jr., Marvin G. Schorr, and Michael D. Winfield. Shareholders voted to approve the 1996 Equity Plan with 6,292,442 shares (representing 74.2% of total shares outstanding) voting for the proposal, 286,545 against, and 473,708 abstaining. The shareholders also voted to reappoint Arthur Andersen LLP as the Company s auditors for the following year, with 7,035,365 shares (83.0% of total shares outstanding) voting for, 8,623 shares against, and 8,708 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 10, 1996 /s/ James M. O Connell _______________________________ James M. O'Connell Vice President and Treasurer (Principal Financial and Accounting Officer) EX-27 2 ART. 5 FDS FOR 2ND QUARTER 10-Q
5 0000825410 LANDAUER, INC. 1,000 6-MOS SEP-30-1996 OCT-01-1995 MAR-31-1996 4,198 4,977 8,049 135 940 18,915 17,505 9,749 38,926 14,665 0 848 0 0 23,413 38,926 18,178 18,178 5,416 5,416 0 0 0 8,626 3,218 5,408 0 0 0 5,408 .64 .64
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