-----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, MK4QyJD8yowJtHCdumaBm5kBuMatERGxekriw5EkNlC5dBMlsB96GWXawvMD1u1X f6yWDVA2pUDlA2fAAEVzEg== 0000825410-96-000003.txt : 19960216 0000825410-96-000003.hdr.sgml : 19960216 ACCESSION NUMBER: 0000825410-96-000003 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960214 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: 96519412 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 December 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 February 8, 1996 --------------------------- ------------------------------- Common stock, $.10 par value 8,477,285 PART I. FINANCIAL INFORMATION LANDAUER, INC. Balance Sheets (000's) ASSETS ______
Dec. 31, Sept. 30, 1995 1995 ----------- ---------- derived from (unaudited)(audited statements) Current assets: Cash and cash equivalents $ 4,218 $ 1,915 Short-term investments 5,458 6,456 Accounts receivable less allowances of $128,000 at 12/31/95 and $151,000 at 9/30/95 7,288 6,972 Inventories 953 955 Prepaid expenses 208 280 Deferred taxes on income 746 746 ------- ------- Total current assets 18,871 17,324 Property, plant and equipment, 17,286 16,858 at cost Less: Accumulated depreciation and amortization 9,499 9,104 -------- -------- Net property, plant and equipment 7,787 7,754 Investment in U.S. Treasury Securities 3,977 3,978 Cost of purchased businesses in excess of net assets acquired 2,904 2,946 Equity in Japanese joint venture 3,947 4,104 Other assets 2,576 2,643 --------- --------- $ 40,062 $ 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 ________________________________________
Dec. 31, Sept. 30, 1995 1995 --------- --------- derived from (unaudited)(audited statements) Current liabilities: Accounts payable $ 366 $ 638 Deferred contract revenue 7,669 7,599 Dividend payable 2,331 2,119 Accrued compensation and related costs 986 1,098 Accrued pension costs 848 704 Accrued expenses 1,350 1,219 Accrued taxes on income 2,540 1,587 ------- -------- Total current liabilities 16,090 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 7,579 7,561 Cumulative translation adjustments 813 819 Retained earnings 14,732 14,557 -------- -------- Total stockholders' investment 23,972 23,785 -------- -------- $ 40,062 $ 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 ----------------------- Dec. 31, Dec. 31, 1995 1994 -------- ------ Net revenues $ 8,686 $ 8,013 Costs and expenses: Cost of revenues 2,683 2,417 Selling, general and administrative 2,382 2,280 ------ ------ 5,065 4,697 ------ ------ Operating income 3,621 3,316 Other income, net 394 295 ------ ------ Income before income taxes 4,015 3,611 Income tax provision 1,509 1,351 ------ ------ Net income $ 2,506 $ 2,260 ======== ======== Net income per share $ .30 $ .27 ======== ======== Average shares outstanding 8,477 8,477 ======== ========
The accompanying notes are an integral part of these financial statements. LANDAUER, INC. Statements of Cash Flows (000's) (Unaudited)
Three Months Ended -------------------------- Dec. 31, Dec. 31, 1995 1994 ------- ------- Net cash flow from operating activities: Net income $ 2,506 $ 2,260 Adjustments to reconcile net income to net cash from operating activities: Depreciation and amortization 631 586 Equity in net income of foreign affiliate (228) (159) Compensatory effect of stock options 18 (20) Decrease in deferred income taxes -- 19 Increase in accounts receivable (316) (150) Decrease (increase) in inventories 2 (143) Decrease (increase) in prepaid expenses 72 (142) Increase (decrease) in accounts payable (272) 241 Increase in deferred contract revenue 70 254 Increase in accrued expenses 1,116 1,108 Net increase in net long-term assets (134) (196) ------- ------- Net cash generated from operating activities 3,465 3,658 Cash flow used by investing activities: Disposition of investments - net 999 1,499 Acquisition of property, plant, and equipment (428) (1,021) ------- -------- Net cash generated from investing activities 571 478 Cash flow from financing activities: Dividend received from foreign affiliate 386 350 Dividends paid (2,119) (1,865) -------- -------- Net cash used by financing activities (1,733) (1,515) -------- -------- Net increase in cash 2,303 2,621 Opening balance - cash and cash equivalents 1,915 2,178 -------- -------- Ending balance - cash and cash equivalents $ 4,218 $ 4,799 ======== ======== Supplemental Disclosure of Cash Flow Information: Cash paid for income taxes $ 556 $ 144 ======== ======== Supplemental Disclosure of Non-cash Financing Activity: Dividend declared $ 2,331 $ 2,119 ======== ========
The accompanying notes are an integral part of these financial statements. LANDAUER, INC. Notes to Financial Statements - December 31, 1995 (Unaudited) (1) Basis of Presentation _____________________ The accompanying unaudited condensed financial statements reflect the financial position of Landauer, Inc. ("Landauer") as of December 31, 1995 and September 30, 1995, and the results of operations and cash flows for the three-month periods ended December 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 December 31, 1995 and September 30, 1995, and the results of operations for the three-month periods ended December 31, 1995 and 1994, and cash flows for the three-month periods ended December 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 1995 Landauer Annual Report on Form 10-K, which is incorporated by reference. The results of operations for the three-month periods ended December 31, 1995 and 1994 are not necessarily indicative of the results to be expected for the full year. (2) Cash Dividends ______________ 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 amounted to $3,465,000 for the three months ended December 31, 1995, compared with $3,658,000 for the same period in fiscal 1995. The decrease in operating cash flow from 1995 to 1996 resulted from higher net income offset by modest changes in the components of net working capital. LANDAUER, INC. Management's Discussion and Analysis of Financial Condition and Results of Operations (Cont'd.) Investing activities for the first quarter of fiscal 1996 and 1995 resulted in net dispositions of short-term U.S. Treasury securities of $999,000 and $1,499,000, respectively. Offsetting these were acquisitions of property, plant and equipment in the amount of $428,000 and $1,021,000, 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. 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 approximately $2,100,000, principally for the development of computer hardware and software systems and acquisition of equipment for productivity 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 $7,669,000 and $7,599,000, respectively, as of December 31, 1995 and September 30, 1995, and are included in deferred contract revenue. While these amounts represent approximately one-half of current liabilities, such amounts generally do not represent a cash requirement. Results of Operations _____________________ Revenues for the quarter ended December 31, 1995 were 8.4% higher compared with the same quarter a year ago. The increase in revenues was due to gains in the Company's traditional radiation dosimetry business and the HomeBuyer's Preferred Radon Protection Plan. Gross margins for the first fiscal quarter were 69.1% of the revenues compared to 69.8% for the same period in fiscal 1995. The decrease in margins was attributable to expected higher overhead costs, primarily related to the radon protection plan service offering. Selling, general and administrative expenses were lower for the current quarter as a percent of income at 27.4% compared to 28.5% for the first quarter of fiscal 1995. The decrease reflected a lower growth rate for expenses than for revenues. As a result, operating income for the first fiscal quarter of 1996 was 41.7% of revenues compared to 41.4% for the same period last year. Income before income taxes was 46.2% of the revenues for the quarter just ended compared to 45.1% for the first fiscal quarter of 1995. LANDAUER, INC. December 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 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: February 8, 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 1ST QUARTER 10-Q
5 0000825410 LANDAUER, INC. 1,000 3-MOS SEP-30-1996 OCT-01-1995 DEC-31-1995 4,218 5,458 7,416 128 953 18,871 17,286 9,499 40,062 16,090 0 848 0 0 23,124 40,062 8,686 8,686 2,683 2,683 0 0 0 4,015 1,509 2,506 0 0 0 2,506 .30 .30
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