-----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, VVSMPn7cbHbayKjco7S0u0DbNJ7XYnuAuJOJkXUdyqpUT/sCj6l3N/y7hHS6wLwi wjfRfQZX2jtctZ9LuJJM4g== 0000825410-97-000001.txt : 19970222 0000825410-97-000001.hdr.sgml : 19970222 ACCESSION NUMBER: 0000825410-97-000001 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970213 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: 97531034 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, 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 February 13, 1997 --------------------------- -------------------------------- Common stock, $.10 par value 8,477,285 PART I. FINANCIAL INFORMATION LANDAUER, INC. Balance Sheets (000's) ASSETS ______
Dec. 31, Sept. 30, 1996 1996 ----------- ---------- derived from (unaudited)(audited statements) Current assets: Cash and cash equivalents $ 2,395 $ 3,359 Short-term investments 7,391 7,885 Accounts receivable, less allowances of $137,000 at 12/31/96 and $161,000 at 9/30/96 8,071 7,545 Inventories 1,018 879 Prepaid expenses 183 152 Deferred taxes on income 1,499 1,499 ------- ------- Total current assets 20,557 21,319 Property, plant and equipment, 18,508 18,065 at cost Less: Accumulated depreciation and amortization 10,736 10,340 ------- ------- Net property, plant and equipment 7,772 7,725 Investment in U.S. Treasury Securities 4,966 2,936 Cost of purchased businesses in excess of net assets acquired 2,737 2,779 Equity in Japanese joint venture 3,729 4,069 Other assets 3,033 2,775 -------- -------- $ 42,794 $ 41,603 ======== ========
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, 1996 1996 --------- --------- derived from (unaudited)(audited statements) Current liabilities: Accounts payable $ 346 $ 422 Deferred contract revenue 8,358 8,375 Dividend payable 2,543 2,331 Accrued compensation and related costs 1,091 1,235 Accrued pension costs 889 1,265 Accrued taxes on income 2,639 1,335 Accrued expenses 1,947 1,781 -------- -------- Total current liabilities 17,813 16,744 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 7,675 7,642 Cumulative translation adjustments 105 238 Retained earnings 16,353 16,131 -------- -------- Total stockholders' investment 24,981 24,859 -------- -------- $ 42,794 $ 41,603 ======== ========
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, 1996 1995 -------- ------ Net revenues $ 9,147 $ 8,686 Costs and expenses: Cost of revenues 2,892 2,683 Selling, general and administrative 2,337 2,382 ------ ------ 5,229 5,065 ------ ------ Operating income 3,918 3,621 Other income, net 374 394 ------ ------ Income before income taxes 4,292 4,015 Income tax provision 1,527 1,509 ------ ------ Net income $ 2,765 $ 2,506 ======== ======== Net income per share $ .33 $ .30 ======== ======== 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, 1996 1995 ------- ------- Net cash flow from operating activities: Net income $ 2,765 $ 2,506 Adjustments to reconcile net income to net cash from operating activities: Depreciation and amortization 666 631 Equity in net income of foreign affiliate (189) (234) Compensatory effect of stock options 33 17 Increase in accounts receivable (486) (316) Decrease (increase) in inventories (139) 2 Decrease (increase) in prepaid expenses (31) 71 Decrease in accounts payable (76) (272) (Decrease) increase in deferred contract revenue(17) 70 Increase in accrued expenses 950 1,117 Net increase in other non-current assets (457) (127) ------- ------- Net cash generated from operating activities 3,019 3,465 Cash flow used by investing activities: Purchases of U.S. Treasury Securities (3,497) 0 Maturities of U.S. Treasury Securities 1,961 999 Acquisition of property, plant, and equipment (472) (428) ------- -------- Net cash (used) provided by investing activities (2,008) 571 Cash flow from financing activities: Dividend received from foreign affiliate 356 386 Dividends paid (2,331) (2,119) -------- -------- Net cash used by financing activities (1,975) (1,733) -------- -------- Net increase (decrease) in cash (964) 2,303 Opening balance - cash and cash equivalents 3,359 1,915 -------- -------- Ending balance - cash and cash equivalents $ 2,395 $ 4,218 ======== ======== Supplemental Disclosure of Cash Flow Information: Cash paid for income taxes $ 223 $ 144 ======== ======== Supplemental Disclosure of Non-cash Financing Activity: Dividend declared $ 2,543 $ 2,119 ======== ======== Foreign currency translation adjustment $ 132 $ 6 ======== ========
The accompanying notes are an integral part of these financial statements. LANDAUER, INC. Notes to Financial Statements - December 31, 1996 (Unaudited) (1) Basis of Presentation The accompanying unaudited condensed financial statements reflect the financial position of Landauer, Inc. ("Landauer") as of December 31, 1996 and September 30, 1996, and the results of operations and cash flows for the three-month periods ended December 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 December 31, 1996 and September 30, 1996, and the results of operations for the three-month periods ended December 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 1996 Landauer Annual Report on Form 10-K, which is incorporated by reference. The results of operations for the three-month periods ended December 31, 1996 and 1995 are not necessarily indicative of the results to be expected for the full year. (2) Cash Dividends On November 7, 1996, the Company declared a regular quarterly cash dividend in the amount of $.30 per share payable on January 9, 1997, to stockholders of record on December 27, 1996. Regular quarterly cash dividends of $.275 per share ($1.10 annually) were declared during fiscal 1996. 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 three months ended December 31, 1996 and 1995 amounted to $3,019,000 and $3,465,000, respectively. Investing activities for the three months ended December 31, 1996 and 1995 resulted in net purchases of U.S. Treasury securities of $1,536,000 in fiscal 1997 and maturities of U.S. Treasury securities of $999,000 in fiscal 1996. Offsetting these were acquisitions of property, plant and equipment in the amount of $472,000 and $428,000, 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 1997 are expected to amount to approximately $2,500,000, principally for computer hardware, the development of software systems, and the acquisition of equipment to support growth 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 services in advance. Such advance payments amounted to $8,358,000 and $8,375,000, respectively, as of December 31, 1996 and September 30, 1996, and are included in deferred contract revenue. While these amounts represent more than one-half of current liabilities, such amounts generally do not represent a cash requirement. Results of Operations Revenues for the quarter ended December 31, 1996 were 5% 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 higher radon protection plan sales. Gross margins for the first fiscal quarter were 68.4% of the revenues compared to 69.1% for the same period in fiscal 1996. The decrease in margins was primarily attributable to higher costs associated with radon protection plan revenues as compared with radiation dosimetry revenues. Selling, general and administrative expenses were lower in the current quarter as a percent of revenues at 25.5% compared to 27.4% for the first quarter of fiscal 1996. As a result, operating income for the first fiscal quarter of 1997 was 42.8% of revenues compared to 41.7% for the same period last year. Income before income taxes was 46.9% of revenues for the quarter just ended compared to 46.2% for the first fiscal quarter of 1996. The effective tax rate for the Company during the first quarter of fiscal 1997 was lower at 35.6% compared with 37.6% for the same period last year as a result of credits associated with the Company's foreign operations. Resulting net income of $2,765,000 for the first fiscal quarter of 1997 was 10% higher than $2,506,000 reported in fiscal 1996. Income per share for the quarter was $.33 versus $.30 for the first fiscal quarter of 1996. LANDAUER, INC. Management's Discussion and Analysis of Financial Condition and Results of Operations (Cont'd.) 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 January 29, 1997, the shareholders voted to re-elect Thomas M. Fulton, Paul B. Rosenberg, and Herbert Roth, Jr. as directors for three-year terms and to elect Robert J. Cronin and Richard R. Risk as new directors for two-year terms. Voting for all nominees were 6,756,484 shares (representing 79.7% of total shares outstanding), and votes for 46,177 shares were withheld from all nominees. Continuing as directors are Gary D. Eppen, Marvin G. Schorr, and Michael D. Winfield. Shareholders voted to approve the 1997 Non-Employee Directors Stock Option Plan with 6,051,200 shares (representing 71.3% of total shares outstanding) voting for the proposal, 307,486 against, and 277,711 abstaining. The shareholders also voted to reappoint Arthur Andersen LLP as the Company's auditors for the following year, with 6,715,146 shares (79.2% of total shares outstanding) voting for, 7,036 shares against, and 19,977 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 13, 1997 /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-30-1997 OCT-01-1996 DEC-31-1996 2,395 7,391 8,208 137 1,018 20,557 18,508 10,736 42,794 17,813 0 848 0 0 24,133 42,794 9,147 9,147 2,892 2,892 0 0 0 4,292 1,527 2,765 0 0 0 2,765 .33 .33
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