-----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, L8Zi2J74YpZu/UWpX+h3rRbIyBU46xddFghAuyGX3uMvtZvnG7fbUrL8AKfd2lV6 wd/LnB1jYxFKdb2ubrK6tA== 0000825410-97-000002.txt : 19970514 0000825410-97-000002.hdr.sgml : 19970514 ACCESSION NUMBER: 0000825410-97-000002 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970331 FILED AS OF DATE: 19970513 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: 97602488 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, 1997 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, 1997 --------------------------- ---------------------------- Common stock, $.10 par value 8,482,285 PART I. FINANCIAL INFORMATION LANDAUER, INC. Balance Sheets (000's) ASSETS ______
March 31, Sept. 30, 1997 1996 ----------- ---------- derived from (unaudited)(audited statements) Current assets: Cash and cash equivalents $ 4,043 $ 3,359 Short-term investments 4,450 7,885 Accounts receivable less allowances of $134,000 at 3/31/97 and $161,000 at 9/30/96 8,643 7,545 Inventories 1,196 879 Prepaid expenses 125 152 Deferred taxes on income 1,499 1,499 ------- ------- Total current assets 19,956 21,319 Property, plant and equipment, 19,001 18,065 at cost Less: Accumulated depreciation and amortization 11,132 10,340 -------- -------- Net property, plant and equipment 7,869 7,725 Investment in U.S. Treasury Securities 4,976 2,936 Cost of purchased businesses in excess of net assets acquired 2,696 2,779 Equity in Japanese joint venture 3,640 4,069 Other assets 3,020 2,775 --------- --------- $ 42,157 $ 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 ________________________________________
March 31, Sept. 30, 1997 1996 --------- --------- derived from (unaudited)(audited statements) Current liabilities: Accounts payable $ 405 $ 422 Deferred contract revenue 8,338 8,375 Dividend payable 2,543 2,331 Accrued compensation and related costs 1,111 1,235 Accrued pension costs 1,070 1,265 Accrued expenses 2,042 1,335 Accrued taxes on income 1,299 1,781 ------- -------- Total current liabilities 16,808 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 7,705 7,642 Cumulative translation adjustments (197) 238 Retained earnings 16,993 16,131 -------- -------- Total stockholders' investment 25,349 24,859 -------- -------- $ 42,157 $ 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 Six Months Ended ----------------------- ------------------ March 31, March 31, March 31, March 31, 1997 1996 1997 1996 -------- ------ ------ ------- Net revenues $ 10,441 $ 9,492 $ 19,588 $ 18,178 Costs and expenses: Cost of revenues 3,003 2,733 5,895 5,416 Selling, general and administrative 2,800 2,557 5,137 4,939 ------ ------ ------ ------ 5,803 5,290 11,032 10,355 ------ ------ ------ ------ Operating income 4,638 4,202 8,556 7,823 Other income, net 383 408 757 803 ------ ------ ------ ------ Income before income taxes 5,021 4,610 9,313 8,626 Income tax provision 1,838 1,708 3,365 3,218 ------ ------ ------- ------- Net income $ 3,183 $ 2,902 $ 5,948 $ 5,408 ======== ======== ======== ======== Net income per share $ .37 $ .34 $ .70 $ .64 ======== ======== ======== ======== 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, 1997 1996 --------- --------- Net cash flow from operating activities: Net income $ 5,948 $ 5,408 Adjustments to reconcile net income to net cash from operating activities: Depreciation and amortization 1,286 1,263 Equity in net income of foreign affiliate (371) (489) Compensatory effect of stock options 63 35 Increase in accounts receivable (1,089) (952) Decrease (increase) in inventories (317) 15 Decrease in prepaid expenses 27 140 Increase in accounts payable (17) (234) Decrease (increase) in deferred contract revenue(37) 220 Increase in accrued expenses (94) (497) Net increase in other non-current assets (656) (263) ------- ------- Net cash generated from operating activities 4,743 4,646 Cash flow used by investing activities: Purchases of U.S. Treasury Securities (6,947) (3,004) Maturities of U.S. Treasury Securities 8,342 5,500 Acquisition of property, plant, and equipment (936) (794) ------- -------- Net cash generated from investing activities 459 1,702 Cash flow from financing activities: Dividend received from foreign affiliate 356 386 Dividends paid (4,874) (4,451) -------- -------- Net cash used by financing activities (4,518) (4,065) -------- -------- Net increase in cash 684 2,283 Opening balance - cash and cash equivalents 3,359 1,915 -------- -------- Ending balance - cash and cash equivalents $ 4,043 $ 4,198 ======== ======== Supplemental Disclosure of Cash Flow Information: Cash paid for income taxes $ 3,399 $ 4,157 ======== ======== Supplemental Disclosure of Non-cash Financing Activity: Dividend declared $ 2,543 $ 2,331 Foreign currency translation adjustment $ (435) $ (304) ======== ========
The accompanying notes are an integral part of these financial statements. LANDAUER, INC. Notes to Financial Statements - March 31, 1997 (Unaudited) (1) Basis of Presentation _____________________ The accompanying unaudited condensed financial statements reflect the financial position of Landauer, Inc. ("Landauer") as of March 31, 1997 and September 30, 1996, the results of operations for the three-month and six-month periods ended March 31, 1997 and 1996 and cash flows for the six-month periods ended March 31, 1997 and 1996. 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, 1997 and September 30, 1996, and the results of operations for the three-month and six-month periods ended March 31, 1997 and 1996, and cash flows for the six-month periods ended March 31, 1997 and 1996. 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 and six-month periods ended March 31, 1997 and 1996 are not necessarily indicative of the results to be expected for the full year. (2) Cash Dividends ______________ On March 7, 1997, the Company declared a regular quarterly cash dividend in the amount of $.30 per share payable on April 4, 1997, to stockholders of record on March 21, 1997. 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 six months ended March 31, 1997 and 1996 amounted to $4,743,000 and $4,646,000, respectively. Investing activities for the first half of fiscal 1997 and 1996 resulted in a net decrease in investments in principally U.S. Treasury securities of $1,395,000 and $2,496,000, respectively. Offsetting these were acquisitions of property, plant and equipment in the amount of $936,000 and $794,000, 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 $1,500,000, 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 $8,338,000 and $8,375,000, respectively, as of March 31, 1997 and September 30, 1996, 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, 1997 were 10% 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 1997 and fiscal 1996. Selling, general and administrative expenses were slightly lower for the current quarter as a percent of revenues at 26.8% compared to 26.9% for the second quarter of fiscal 1997. As a result, operating income for the second fiscal quarter of 1997 was 44.4% of revenues compared to 44.3% for the same period last year. Income before income taxes was 48.1% of the revenues for the quarter just ended compared to 48.6% for the second fiscal quarter of 1996. The effective tax rate for the Company during the second quarter of fiscal 1997 was 36.6% compared with 37.0% for the same period last year. Resulting net income of $3,183,000 for the second fiscal quarter of 1997 was almost 10% higher than $2,902,000 reported in fiscal 1996. Income per share for the quarter was $.37 versus $.34 for the second fiscal quarter of 1996. LANDAUER, INC. Management's Discussion and Analysis of Financial Condition and Results of Operations (Cont d.) Revenues for the six months ended March 31, 1997, were 8% higher compared with the first six months of fiscal 1996. 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 1997 were 69.9% of revenues compared with 70.2% a year ago. The decrease in gross margins was principally attributable to expected overhead costs associated with increased radon protection plan services activities compared with a year ago. Selling, general, and administrative expenses were lower for the first half of fiscal 1997 as a percent of revenues at 26.2% compared to 27.2% for the first half of fiscal 1996 reflecting a moderate rate of growth in operating expenses relative to revenue growth. Operating income for the first half of fiscal 1997 was 43.7% of revenues compared with 43.0% for the same period last year. Income before income taxes was 47.5% of revenues for the six months just ended which is comparable to the same period in fiscal 1996. The effective tax rate for the Company during the first half of fiscal 1997 was 36.1% compared with 37.3% a year ago. Resulting net income of $5,948,000 for the first six months of 1997 was 10% higher than $5,408,000 reported in fiscal 1996. Income per share thus far in fiscal 1997 was $.70 versus $.64 for the same period in fiscal 1996. LANDAUER, INC. March 31, 1997 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 voted 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: May 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 2ND QUARTER 10-Q
5 0000825410 LANDAUER, INC. 1,000 6-MOS SEP-30-1997 OCT-01-1996 MAR-31-1997 4,043 4,450 8,777 134 1,196 19,956 19,001 11,132 42,157 16,808 0 848 0 0 24,501 42,157 19,588 19,588 5,895 5,895 0 0 0 9,313 3,365 5,948 0 0 0 5,948 .70 .70
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