-----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, DvXcEpEjaiS+wh10BIvUtiyP65qGRyINaSRSENVkUUZth4hmsyxJ0e2/U0fbuYol uYRJsrg978Cg/Zl4Z/bgRg== 0000892626-06-000007.txt : 20060130 0000892626-06-000007.hdr.sgml : 20060130 20060130164515 ACCESSION NUMBER: 0000892626-06-000007 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060130 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060130 DATE AS OF CHANGE: 20060130 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: 06562473 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_8k.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): January 30, 2006 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 January 30, 2006, Landauer, Inc. ("LDR") issued a News Release announcing its earnings for the first fiscal quarter ended December 31, 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 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. 99.1 News Release, dated January 30, 2006 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: January 30, 2006 /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 January 30, 2006 (Regulation FD Disclosure) 4 EX-99.1 2 exh_991.txt EXHIBIT 99.1 - ------------ News Release LANDAUER For Immediate Release - -------------------------------------------------------------------------- LANDAUER, INC. REPORTS FIRST QUARTER FISCAL 2006 EARNINGS AND ANNOUNCES PROFIT IMPROVEMENT PLAN For Further Information Contact: James M. O'Connell Vice President, Treasurer & CFO - -------------------------------------------------------------------------- GLENWOOD, ILLINOIS, JANUARY 30, 2006 ... LANDAUER, INC. (NYSE: LDR), a recognized leader in personal and environmental radiation monitoring services, reported revenues of $18.6 million for the first quarter of fiscal 2006 compared with revenues of $18.3 million reported for the first quarter of fiscal 2005. Net income for the first fiscal quarter ended December 31, 2005 was $4.0 million, compared with net income of $4.4 million for the same quarter in fiscal 2005. Net income per diluted share for the quarter just ended was $0.44 compared with $0.49 a year ago. Although revenues for the quarter were in line with expectations, aggregate revenue growth was impacted by the absence of a significant sale of InLight equipment in France that occurred in the first quarter of last fiscal year. The sales cycle for such equipment is generally protracted, resulting in variability in comparing quarterly revenues. Revenue growth was also impacted by the relative strength of the dollar in the first quarter of fiscal 2006 as compared with the same period a year ago, particularly in Europe. Domestic radiation measurement revenues and ancillary service fees were approximately $400,000 higher than in the first quarter of fiscal 2005 and resulted from increased pricing and moderately higher unit volume. International revenues were approximately $200,000 lower than for the first quarter of fiscal 2005 reflecting the InLight and foreign currency translation factors noted above. Domestic sales of InLight products and services for the first quarter of fiscal 2006 were approximately $100,000 higher than a year ago. Cost of revenues and operating expenses for the first quarter were approximately $975,000 higher than for the same period in fiscal 2005. Higher costs and expenses were attributable to increased spending for professional fees, primarily related to Sarbanes-Oxley compliance activities; higher depreciation and amortization expense; increased employee benefits costs for pension and health care; and higher expenses for postage, research costs and foreign travel. Resulting operating income for the quarter ended December 31, 2005 was $6.0 million, a decrease from $6.7 million in the same quarter a year ago. The effective income tax rate for the first quarter of fiscal 2006 was 37.5 percent compared with 36.8 percent in the same period a year ago. - 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 "Landauer is a great company with a solid business franchise, strong margins and excellent cash flow," said Bill Saxelby, recently elected president and chief executive officer. "My assessment over the first 120 days is that Landauer can operate its core business with a lower cost structure. This new cost structure will lead to improved productivity of our base business platform, positioning us for future growth." "Our efforts will focus on three key areas: 1) Improve profitability of the core business; 2) Drive higher performance through measurement and accountability across the organization; 3) Pursue additional growth opportunities." Saxelby added, "Senior management has conducted a thorough assessment of all costs and expenses. This included an evaluation of the organizational structure, a uniform performance evaluation of each employee, and a review of all employee benefit programs. Management decided to reorganize several departments and functions to eliminate redundant positions, require employees to meet established performance criteria, and significantly alter or eliminate some benefit programs. Additionally, cost reduction opportunities unrelated to staffing and benefits have been identified and specific programs to meet these lower expense targets are being executed. The implementation of these programs is expected to result in a pre-tax charge in the amount of approximately $600,000 to be recognized in the second fiscal quarter of 2006, primarily related to severance payments, extended employee benefits and related separation costs. We are targeting an overall cost and expense reduction in fiscal 2006 of approximately $1.3 million, net of the reorganization charge." "This management team can operate our core businesses with a significantly lower cost structure. At the same time, we have the talent, drive and creativity to expand the business opportunities available to Landauer and can do so in a more efficient and productive manner." OUTLOOK FOR BALANCE OF FISCAL 2006 A review of Landauer's business plan for fiscal 2006 suggests that aggregate revenue growth for the year is anticipated to be in the range of 5 - 5.5 percent with revenues from the Company's traditional domestic and international radiation monitoring business 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 5 - 6 percent, excluding the effect of reorganization. Net other income in fiscal 2006 is anticipated to be moderately higher than the year just ended and minority interest should be somewhat higher than fiscal 2005 levels. The effective income tax rate for fiscal 2006 is expected to be comparable to 2005 at approximately 37.5 - 38 percent. Resulting net income for 2006 is anticipated to be higher by 12 - 14 percent compared with last fiscal year and reflects that 2005 results were negatively impacted by a pre-tax charge in the amount of $2.3 million and that 2006 results are expected to be reduced by a pre-tax charge of approximately $600,000. Exclusive of the reorganization charges in both years, fiscal 2006 net income is expected to be higher by 6 - 8 percent compared with fiscal 2005. -more- LANDAUER, INC. ADD 2 CONFERENCE CALL INFORMATION Landauer, Inc. has scheduled a conference call that will be broadcast simultaneously over the Internet. The company will broadcast its first quarter conference call for investors over the Internet at http://phx.corporate-ir.net/phoenix.zhtml?p=irol-eventDetails&c=94416& eventID=1201760 Monday, January 30, 2006 at 2:00 p.m. central time. Please allow 15 minutes to register and download the required software. Replays will be available through the above website. 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 more than 1.4 million people in the United States, Japan, France, the United Kingdom, Brazil, Canada, China, Australia and other countries. SAFE HARBOR STATEMENT Certain of the statements made herein are forward-looking statements, including, without limitation, the information contained under the heading "Outlook for Balance of Fiscal 2006" and statements concerning the development and introduction of new technologies, the adaptability of OSL to new platforms and new formats (such as InLight), the usefulness of older technologies, the cost associated with the Company's business development and research efforts, the valuation of the Company's long-lived assets or business units relative to future cash flows, the anticipated results of the operations of the Company and its subsidiaries or ventures, the Company's business plans, reorganization plans and anticipated cost and expense savings, foreign exchange risks, government regulations, changes in pricing of products and services, changes in postal and delivery practices, the Company's market position, anticipated revenue and cost growth, the risks of conducting business internationally, other anticipated financial events, the effects of changing economic and competitive conditions, government regulations, accreditation requirements, assumptions used for management's estimates, and pending accounting announcements. 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 plan and prospects and could create the need, from time to time, to write down the value of the assets or otherwise cause the Company to incur unanticipated expenses. Additional information may be obtained by reviewing the information set forth in Item 1A. "Risk Factors" and Item 7A. "Quantitative and Qualitative Disclosures About Market Risk" and information contained in the Company's Annual Report on Form 10-K for the year ended September 30, 2005 and other reports filed by the Company, from time to time, with the SEC. -more- LANDAUER, INC. ADD 3 FIRST QUARTER FISCAL 2006 FINANCIAL HIGHLIGHTS (Unaudited; amounts in thousands, except per share data) Three months ended December 31, -------------------- 2005 2004 -------- -------- Net revenues . . . . . . . . . . . . . . . . . . $ 18,647 $ 18,325 Cost and expenses: Cost of sales. . . . . . . . . . . . . . . . . 7,433 7,094 Selling, general and administrative. . . . . . 5,154 4,511 -------- -------- 12,587 11,605 -------- -------- Operating income . . . . . . . . . . . . . . . . 6,060 6,720 Other income - net . . . . . . . . . . . . . . . 416 312 -------- -------- Income before income taxes and minority interest. . . . . . . . . . . . . . . 6,476 7,032 Income taxes . . . . . . . . . . . . . . . . . . 2,430 2,586 -------- -------- Income before minority interest. . . . . . . . . 4,046 4,446 Minority interest therein. . . . . . . . . . . . 39 16 -------- -------- Net Income . . . . . . . . . . . . . . . . . . . $ 4,007 $ 4,430 ======== ======== Net income per common share: Basic. . . . . . . . . . . . . . . . . . . . . $ 0.44 $ 0.50 -------- -------- Average shares outstanding . . . . . . . . . . 9,025 8,949 -------- -------- Diluted. . . . . . . . . . . . . . . . . . . . $ 0.44 $ 0.49 -------- -------- Average shares outstanding . . . . . . . . . . 9,104 9,019 ======== ======== -more- LANDAUER, INC. ADD 4 SUMMARY CONSOLIDATED BALANCE SHEET (unaudited; amounts in thousands) December 31, September 30, 2005 2005 ------------ ------------ ASSETS Current Assets: Cash and cash equivalents. . . . . . . . $ 13,129 $ 9,598 Receivables, net of reserves . . . . . . 19,961 17,987 Other current assets . . . . . . . . . . 5,172 8,004 -------- -------- Total current assets . . . . . . . . . . . 38,262 35,589 Net property, plant and equipment. . . . . 17,764 17,907 Equity in joint venture. . . . . . . . . . 3,219 4,467 Goodwill, net of amortization. . . . . . . 13,239 13,261 Other intangible assets, net of amortization. . . . . . . . . . . 6,791 6,926 Other operating assets, net of amortization. . . . . . . . . . . 6,946 6,537 Other assets . . . . . . . . . . . . . . . 711 1,172 -------- -------- TOTAL ASSETS . . . . . . . . . . . . . . . . $ 86,932 $ 85,859 ======== ======== LIABILITIES AND STOCKHOLDERS' INVESTMENT Current Liabilities: Accounts payable . . . . . . . . . . . . $ 1,474 $ 1,595 Notes payable. . . . . . . . . . . . . . 3,807 4,048 Dividends payable. . . . . . . . . . . . 4,065 3,815 Deferred revenue . . . . . . . . . . . . 13,426 12,702 Other current liabilities. . . . . . . . 7,924 7,673 -------- -------- Total current liabilities. . . . . . . . . 30,696 29,833 Non-current Liabilities: Pension and postretirement liabilities . 7,770 7,062 Deferred income taxes. . . . . . . . . . 213 238 -------- -------- Total non-current liabilities. . . . . . . 7,983 7,300 Minority interest in subsidiary. . . . . . 61 128 Stockholders' investment . . . . . . . . . 48,192 48,598 -------- -------- TOTAL LIABILITIES AND STOCKHOLDERS' INVESTMENT . . . . . . . . . $ 86,932 $ 85,859 ======== ======== # # # -----END PRIVACY-ENHANCED MESSAGE-----