-----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, Cfw0R1LtaTMaZS9bMXxnOUO5WIijBqyjg9/Eg0QcCwDvfrKX+Ow2Apv4QywBclgs TahanpDkg6LAJqylolgMGg== 0000892626-05-000238.txt : 20051129 0000892626-05-000238.hdr.sgml : 20051129 20051129171725 ACCESSION NUMBER: 0000892626-05-000238 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20051128 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051129 DATE AS OF CHANGE: 20051129 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LANDAUER INC CENTRAL INDEX KEY: 0000825410 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 061218089 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09788 FILM NUMBER: 051232750 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 8-K 1 ldr_6266.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 28, 2005 LANDAUER, INC. ------------------------------------------------------ (Exact Name of Registrant as Specified in its Charter) Delaware ---------------------------------------------- (State or Other Jurisdiction of Incorporation) 1-9788 06-1218089 ------------------------ ------------------------------------ (Commission File Number) (I.R.S. Employer Identification No.) 2 Science Road, Glenwood, Illinois 60425 - ---------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) (708) 755-7000 ---------------------------------------------------- (Registrant's Telephone Number, Including Area Code) Not Applicable ------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 1 ITEM 7.01 REGULATION FD DISCLOSURE On November 28, 2005, Landauer, Inc. ("LDR") issued a News Release announcing its earnings for the fiscal year ended September 30, 2005. A copy of the News Release is furnished as Exhibit 99.1 to this current report on Form 8-K. This Current Report on Form 8-K and the News Release is being furnished pursuant to Item 12, Results of Operations and Financial Condition, in accordance with the guidance provided in SEC Release Nos. 33- 8216 and 34-47583. ITEM 8.01 OTHER EVENTS On November 28, 2005, Landauer, Inc. ("LDR") issued a News Release announcing that its Board of Directors increased the regular quarterly cash dividend by 6% to $0.45 per share for the first quarter of fiscal 2006. This increase represents an annual rate of $1.80 per share compared with $1.70 last year. The dividend will be paid on January 6, 2006 to shareholders of record on December 16, 2005. A copy of the News Release is furnished as Exhibit 99.2 to this current report on Form 8-K. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. 99.1 News Release, dated November 28, 2005 (Regulation FD Disclosure) 99.2 News Release, dated November 28, 2005 (Quarterly Cash Dividend Announcement) 2 SIGNATURE 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 hereunto duly authorized. LANDAUER, INC. Dated: November 29, 2005 /s/ James M. O'Connell ------------------------------ James M. O'Connell Vice President, Finance, Treasurer and Secretary (Principal Financial and Accounting Officer) 3 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ------ ----------- 99.1 News Release, dated November 28, 2005 (Regulation FD Disclosure) 99.2 News Release, dated November 28, 2005 (Quarterly Cash Dividend Announcement) 4 EX-99.1 2 exh_991.txt EXHIBIT 99.1 - ------------ News Release LANDAUER For Immediate Release - -------------------------------------------------------------------------- LANDAUER, INC. REPORTS EARNINGS FOR FISCAL 2005 For Further Information Contact: James M. O'Connell Vice President, Treasurer & CFO - -------------------------------------------------------------------------- GLENWOOD, ILLINOIS -- NOVEMBER 28, 2005 -- LANDAUER, INC. (NYSE: LDR), today reported financial results for its fiscal year ended September 30, 2005. The Company, a recognized leader in personal and environmental radiation monitoring services, reported that revenues for fiscal 2005 were $75,221,000, an increase of 7.8% compared with revenues of $69,809,000 reported for fiscal 2004. Net income for the year just ended was $17,208,000, a decrease of 3.2% compared with net income of $17,770,000 for fiscal 2004 with resulting diluted earnings per share for the current year at $1.90 compared with $1.98 reported a year ago. In September 2005, Landauer recognized expense in the amount of $2,300,000 associated with various organizational changes, including retirement-related expenses arising from the retirement of the Company's former chief executive officer, recruitment expenses related to the recent election of a new chief executive officer and severance and other costs related to additional personnel changes. The resulting decline in operating income by $2,300,000 reduced net income by $1,386,000 (after income tax benefit of $914,000) and lowered fiscal 2005 diluted earnings per share by $0.15. Domestic revenue growth for fiscal 2005 was $2,500,000, or 4.5%, and was attributable to gains in pricing, unit volume and ancillary service fees for the Company's core radiation monitoring business. International revenue growth was $1,700,000, or 14.6%, for the year and reflected continued favorable currency translation, pricing gains and unit volume in most foreign markets. The InLight product line contributed the balance of revenue growth of $1,200,000 for 2005. Costs and expenses for fiscal 2005 grew by almost $6,600,000, or 15.6%, compared with 2004 as a result of higher depreciation and amortization expense, increased international costs combined with the effect of foreign currency translation, higher professional fees and outside services costs for Sarbanes-Oxley compliance and information services, higher postage costs and the reorganization costs noted above. Exclusive of the reorganization charge, costs and expenses for 2005 increased by approximately $4,300,000, or 10.2%. Net other income was higher in 2005 primarily a result of higher Nagase-Landauer, Ltd. earnings compared with 2004. Landauer's 2004 acquisition of the remaining equity in LCIE-Landauer resulted in lower minority interest expense compared with a year ago. The effective tax rate for 2005 was 38.0% compared with 37.4% for 2004 as a result of higher state income taxes and lower foreign tax credits this year. - more - - -------------------------------------------------------------------------- Landauer, Inc. 2 Science Road Glenwood, IL 60425-1586 Phone 708.755.7000 Fax 708.755.7011 www.landauerinc.com LANDAUER, INC. ADD 1 For the quarter ended September 30, 2005, the Company reported revenues of $18,990,000, an increase of 8.1% compared with $17,567,000 a year ago. Net income for the quarter just ended was $3,104,000 compared with earnings of $4,532,000 in the same quarter a year ago. Earnings per diluted share for the quarter were $0.34 compared with $0.50 in 2004. Costs and expenses for the quarter just ended were $3,100,000, or 29% higher than for the same period a year ago and primarily reflects the $2,300,000 in expense associated with the organizational changes discussed above. Exclusive of the reorganization charge, costs and expenses were slightly more than $800,000, or 7.7%, higher reflecting increased costs for depreciation and amortization expense, professional and outside services fees, and international expenses including the effect of foreign currency translation. Additionally, income tax expense for the quarter was higher as the result of a change in the overall effective tax rate for 2005. OUTLOOK FOR FISCAL 2006 Landauer's business plan for fiscal 2006 anticipates aggregate revenue growth for the year to be in the range of 5 - 6% with revenues from the Company's traditional domestic and international revenue expected to grow at a slightly lower rate. Sales for the InLight product line are expected to comprise the balance of revenue growth. Both domestic and international revenue growth are expected to result from a mix of higher pricing, moderate unit growth and increased sales of ancillary services. Costs and operating expenses for fiscal 2006 are expected to grow at an aggregate rate of 3 - 5%. Net other income in fiscal 2006 is anticipated to be moderately higher than the year just ended and minority interest should be comparable to fiscal 2005 levels. The effective income tax rate for fiscal 2006 is expected to be comparable to 2005 at approximately 37.5 - 38%. Resulting net income for 2006 is anticipated to be higher by 7 - 9% compared with fiscal 2005. CONFERENCE CALL INFORMATION Landauer, Inc. has scheduled its fourth quarter and year-end conference call for investors over the Internet at http://phx.corporate- ir.net/phoenix.zhtml?p=irol-eventDetails&c=94416&eventID=1167917 on Tuesday, November 29th at 3:30 p.m. Eastern Time (12:30 p.m. Pacific Time). To listen to the live call, please go to the website at least 15 minutes early to register, download and install any necessary audio software. A replay of the call will remain available at the site for 90 days. ABOUT LANDAUER Landauer is the world's leading provider of analytical services to determine occupational and environmental radiation exposure. For more than 50 years, the Company has provided complete radiation dosimetry services to hospitals, medical and dental offices, universities, national laboratories, and other industries in which radiation poses a potential threat to employees. Landauer's services include the manufacture of various types of radiation detection monitors, the distribution and collection of the monitors to and from clients, and the analysis and reporting of exposure findings. The Company provides its services to 1.4 million people in the United States, Japan, France, the United Kingdom, Brazil, Canada, China, Australia and other countries. - more - LANDAUER, INC. ADD 2 SAFE HARBOR STATEMENT Certain of the statements made herein (including, in particular, under the caption "Outlook for Fiscal 2006"), constitute forward looking statements that are based on certain assumptions and involve certain risks and uncertainties, including, without limitation, assumptions, risks and uncertainties associated with the Company's development and introduction of new technologies, generally; introduction and customer acceptance of the InLight technology; the adaptability of optically stimulated luminescence ("OSL") technology to new platforms and formats, such as Luxel[registered trademark]+; the costs associated with the Company's research and business development efforts; the usefulness of older technologies; the anticipated results of operations of the Company and its subsidiaries or ventures; the valuation of the Company's long lived assets or business units relative to future cash flows; changes in pricing of products and services; changes in postal and delivery practices; the Company's business plans; anticipated revenue and cost growth; the risks associated with conducting business internationally; other anticipated financial events; the effects of changing economic and competitive conditions; foreign exchange rates; government regulations; accreditation requirements; and pending accounting pronouncements. Such assumptions may not materialize to the extent assumed and such risks and uncertainties may cause actual results to differ from anticipated results. Such risks and uncertainties may also result in changes to the Company's business plans and prospects and could create the need from time to time to write down the value of assets or otherwise cause the Company to incur unanticipated expenses. Additional information may be obtained by reviewing the information set forth under the caption "Significant Risk Factors" in the Company's Annual Report on Form 10-K for the year ended September 30, 2004 and other reports filed by the Company from time to time with the Securities and Exchange Commission. - more - LANDAUER, INC. ADD 3 FOURTH QUARTER FISCAL 2005 FINANCIAL HIGHLIGHTS (unaudited, amounts in thousands, except per share data) Three Months Ended Twelve Months Ended -------------------- ------------------- September 30, September 30, 2005 2004 2005 2004 -------- -------- -------- -------- Net Revenues . . . . . . . . $ 18,990 $ 17,567 $ 75,221 $ 69,809 Cost and expenses: Cost of sales. . . . . . . . 6,881 6,514 28,308 25,452 Selling, general and administrative . . . . . . 6,824 4,076 20,362 16,637 -------- -------- -------- -------- 13,705 10,590 48,670 42,089 -------- -------- -------- -------- Operating income . . . . . . 5,285 6,977 26,551 27,720 Other income - net . . . . . 354 241 1,381 1,123 -------- -------- -------- -------- Income before income taxes and minority interest. . . 5,639 7,218 27,932 28,843 Income taxes . . . . . . . . 2,490 2,670 10,623 10,786 -------- -------- -------- -------- Income before minority interest . . . . . . . . . 3,149 4,548 17,309 18,057 Minority interest therein. . 45 16 101 287 -------- -------- -------- -------- Net income . . . . . . . . . $ 3,104 $ 4,532 $ 17,208 $ 17,770 ======== ======== ======== ======== Net income per common share: Basic. . . . . . . . . . . $ 0.35 $ 0.51 $ 1.92 $ 2.00 ======== ======== ======== ======== Average shares outstanding. . . . . . . 8,993 8,923 8,966 8,894 ======== ======== ======== ======== Diluted. . . . . . . . . . $ 0.34 $ 0.50 $ 1.90 $ 1.98 ======== ======== ======== ======== Average shares outstanding. . . . . . . 9,071 8,999 9,038 8,971 ======== ======== ======== ======== - more - LANDAUER, INC. ADD 4 SUMMARY CONSOLIDATED BALANCE SHEETS (unaudited, amounts in thousands) September 30, September 30, 2005 2004 ------------- ------------- ASSETS Current Assets: Cash and cash equivalents. . . . . . . $ 9,598 $ 8,595 Receivables, net of reserves . . . . . 19,743 15,060 Other current assets . . . . . . . . . 7,899 6,635 -------- -------- Total current assets . . . . . . . . . . . 37,240 30,290 Net property, plant and equipment. . . . . 17,907 18,540 Equity in joint venture. . . . . . . . . . 4,467 3,916 Goodwill, net of amortization. . . . . . . 13,261 13,156 Other intangible assets, net of amortization. . . . . . . . . . . 5,817 6,337 Other operating assets, net of amortization. . . . . . . . . . . 6,537 4,791 Other assets . . . . . . . . . . . . . . . 1,172 488 -------- -------- TOTAL ASSETS . . . . . . . . . . . . . . . $ 86,401 $ 77,518 ======== ======== LIABILITIES AND STOCKHOLDERS' INVESTMENT Current Liabilities: Accounts payable . . . . . . . . . . . $ 1,595 $ 1,306 Notes payable. . . . . . . . . . . . . 4,048 5,262 Dividend payable . . . . . . . . . . . 3,815 3,577 Deferred revenue . . . . . . . . . . . 12,702 12,554 Other current liabilities. . . . . . . 7,673 5,577 -------- -------- Total current liabilities. . . . . . . . . 29,833 28,276 Non-current Liabilities: Pension and postretirement liabilities. . . . . . . . . . . . . 5,563 3,845 Deferred income taxes. . . . . . . . . 1,971 1,317 -------- -------- Total non-current liabilities. . . . . . . 7,534 5,162 Minority interest in subsidiary. . . . . . 128 83 Stockholders' investment . . . . . . . . . 48,906 43,997 -------- -------- TOTAL LIABILITIES AND STOCKHOLDERS' INVESTMENT . . . . . . . . $ 86,401 $ 77,518 ======== ======== # # # EX-99.2 3 exh_992.txt EXHIBIT 99.2 - ------------ News Release LANDAUER For Immediate Release - -------------------------------------------------------------------------- LANDAUER, INC. INCREASES REGULAR CASH DIVIDEND AND DECLARES FIRST QUARTER PAYMENT For Further Information Contact: James M. O'Connell Vice President, Treasurer & CFO - -------------------------------------------------------------------------- GLENWOOD, ILLINOIS, NOVEMBER 28, 2005 ... LANDAUER, INC. (NYSE: LDR) announced today that its Board of Directors increased the regular quarterly cash dividend by 6% to $0.45 per share for the first quarter of fiscal 2006. This increase represents an annual rate of $1.80 per share compared with $1.70 last year. The dividend will be paid on January 6, 2006 to shareholders of record on December 16, 2005. Landauer is the leading provider of analytical services to determine occupational and environmental radiation exposure. For more than 50 years, the Company has provided complete radiation dosimetry services to hospitals, medical and dental offices, universities, national laboratories, and other industries in which radiation poses a potential threat to employees. Landauer's services include the manufacture of various types of radiation detection monitors, the distribution and collection of the monitors to and from clients, and the analysis and reporting of exposure findings. # # # - -------------------------------------------------------------------------- Landauer, Inc. 2 Science Road Glenwood, IL 60425-1586 Phone 708.755.7000 Fax 708.755.7011 www.landauerinc.com -----END PRIVACY-ENHANCED MESSAGE-----