-----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, BqnA2DBp6Oyhah3sFwloYjoNSmUIhx/b+TKelKL6cOFvHT0i0lX1fh4lw7ikUxDc GIZ63uciZTytRUkwTA8Wag== 0000892626-10-000017.txt : 20100217 0000892626-10-000017.hdr.sgml : 20100217 20100217161542 ACCESSION NUMBER: 0000892626-10-000017 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20100202 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100217 DATE AS OF CHANGE: 20100217 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: 10612982 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): February 2, 2010 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: [ ] 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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On February 12, 2010, Landauer, Inc. (the "Company") executed a second amendment (the "Amendment") to its loan agreement, dated as of October 5, 2007 as amended June 17, 2009, with U.S. Bank National Association ("U.S. Bank" or the "Bank"). This amendment of the loan agreement, among other items: . Added Global Physics Solutions, Inc. as a borrower under the agreement. . Extended the maturity date to February 12, 2012. . Modified the manner in which the interest rate on outstanding amounts would be determined. The Amendment continues to permit the Company to elect to pay an annualized interest rate based on either LIBOR or the Bank's prime rate. For rates that are based on LIBOR, the Amendment decreased the rate from LIBOR plus 2.9% to LIBOR plus 2.1%. For rates that are based on the Bank's prime rate, the Amendment decreased the rate from prime plus 0.47% to prime minus 0.28%. . Added a prepayment penalty equal to 1% of the revolving loan commitment should the Company voluntarily terminate the facility prior to February 12, 2011. The foregoing summary of the material terms of the Amendment is qualified in its entirety by the complete terms and conditions of the Amendment, which is attached as Exhibit 10.1 hereto and incorporated herein by reference. The foregoing summary may not contain all of the information about the Amendment that is important to you. ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On February 2, 2010, Landauer, Inc. issued a Press Release announcing the financial results for its fiscal 2010 first quarter ended December 31, 2009. A copy of the News Release is furnished as Exhibit 99.1 to this current report on Form 8-K. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits EXHIBIT NUMBER DESCRIPTION ------- ----------- 10.1 Second Amendment, dated as of February 12, 2010, to Loan Agreement between Landauer, Inc. and U.S. Bank National Association dated as of October 5, 2007, as first amended as of June 17, 2009 99.1 Press Release dated February 2, 2010 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. February 17, 2010 By: /s/ Jonathon M. Singer --------------------------------- Jonathon M. Singer Senior Vice President, Finance, Secretary, Treasurer and Chief Financial Officer (Principal Financial and Accounting Officer) 3 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - ------- ----------- 10.1 Second Amendment, dated as of February 12, 2010, to Loan Agreement between Landauer, Inc. and U.S. Bank National Association dated as of October 5, 2007, as first amended as of June 17, 2009 99.1 Press Release Dated February 2, 2010 4 EX-10.1 2 exh_101.txt EXHIBIT 10.1 - ------------ SECOND AMENDMENT TO LOAN AGREEMENT ---------------------------------- THIS SECOND AMENDMENT TO LOAN AGREEMENT (this "Amendment") is entered into as of the 12th day of February, 2010 by and among LANDAUER, INC., a Delaware corporation ("Landauer"), and GLOBAL PHYSICS SOLUTIONS, INC., a Delaware corporation ("GPS"; and, together with Landauer, each individually a Borrower, and collectively, the "Borrowers"), and U.S. BANK NATIONAL ASSOCIATION, a national banking association (the "Bank"). W I T N E S S E T H: -------------------- WHEREAS, Bank and Landauer are party to that certain Loan Agreement dated as of October 5, 2007, as amended by that certain First Amendment to Loan Agreement dated as of June 17, 2009 (collectively, the "Agreement"); and WHEREAS, the Bank and the Borrowers desire to amend the Agreement in accordance with this Amendment to, among other items, (i) modify the pricing and (ii) add Global Physics Solutions, Inc., a Delaware corporation, as a Borrower under the Agreement. NOW, THEREFORE, for and in consideration of the premises and mutual agreements herein contained and for the purposes of setting forth the terms and conditions of this Amendment, the parties, intending to be bound, hereby agree as follows: 1. INCORPORATION OF THE AGREEMENT. All capitalized terms which are not defined hereunder shall have the same meanings as set forth in the Agreement, and the Agreement, to the extent not inconsistent with this Amendment, is incorporated herein by this reference as though the same were set forth in its entirety. To the extent any terms and provisions of the Agreement are inconsistent with the amendments set forth in PARAGRAPH 2 below, such terms and provisions shall be deemed superseded hereby. Except as specifically set forth herein, the Agreement shall remain in full force and effect and its provisions shall be binding on the parties hereto. 2. AMENDMENT OF THE AGREEMENT. (a) The definitions of the terms "Interest Rate", "Liquidity Premium" and "Maturity Date" in SECTION 1.1 of the Agreement are hereby amended and restated to read as follows: "Liquidity Premium" means 0.30% with respect to all LIBOR Loans and 0.22% with respect to all Prime Loans. "Interest Rate" means Borrower's option from time to time of (i) the Prime Rate MINUS 0.50% PLUS the Liquidity Premium in effect for Prime Loans (the "Prime Based Interest Rate") or (ii) the LIBOR Rate PLUS 1.80% PLUS the Liquidity Premium in effect for LIBOR Loans (the "LIBOR Based Interest Rate"); provided, however, the Prime Based Interest Rate shall only be available when (i) the Prime Based Interest Rate is more than the LIBOR Based Interest Rate or (ii) in instances where the LIBOR Rate is not available in accordance with SECTION 2.2(b) and (c). 1 "Maturity Date" shall mean February 12, 2012, unless extended by the Bank pursuant to any modification, extension or renewal note executed by the Borrower and accepted by the Bank in its sole and absolute discretion in substitution for the Revolving Note. (b) A new SECTION 2.7 is hereby added to the Agreement to read as follows: 2.7 PREPAYMENT PENALTY. If the Revolving Loan Commitment is terminated voluntarily by Borrowers prior to February 12, 2011, Borrower agrees to pay to the Bank as compensation for the costs of the Bank being prepared to make funds available to Borrower under this Agreement, a prepayment fee equal to one percent (1%) of the Revolving Loan Commitment. At any time after February 12, 2011, the Borrowers may terminate the Revolving Loan Commitment at their option with no prepayment penalty, upon ten (10) days' prior notice to the Bank, provided that the Borrowers prepay all outstanding Revolving Loans, accrued interest and all other Obligations as set forth in SECTION 2.1(c)(ii) concurrently therewith. (c) SECTION 5.2 of the Agreement is hereby amended by removing the words "one and nine-tenths percent (1.90%)" appearing in the middle of such Section and replacing them with the words "one and eighth-tenths percent (1.80%)" in their place. (d) SECTION 8.3(d) of the Agreement is hereby amended and restated in its entirety as follows: (d) investments in (1) each of the entities listed on SCHEDULE 8.3 hereto and (2) other Wholly-Owned Subsidiaries, joint ventures and other Investments in an aggregate amount not to exceed $2,000,000 at any time following the Closing Date. (e) A new SECTION 11.11 is hereby added to the Agreement to read as follows: 11.11 INTEREST RATE AGREEMENTS. Any default or breach by the Borrowers in the performance of any obligation or agreement under any Interest Rate Agreement, which default or breach continues for ten (10) days. (f) SECTION 13.21, 13.22 and 13.23 are hereby added to the Agreement to read in their entirety as follows: 13.21 REIMBURSEMENT AMONG BORROWERS. To the extent that any Borrower shall be required to pay a portion of Borrowers' Obligations which shall exceed the amount of loans, advances or other extensions of credit received by any such Borrower and all interest, costs, fees and expenses attributable to such loans, advances or other extensions of credit, then such Borrower shall be reimbursed by the other Borrowers for the amount of such excess PRO RATA, based on their respective net worths as of the date hereof. This SECTION 13.21 is intended only to define the relative rights of the Borrowers among the Borrowers and nothing set forth in this SECTION 13.21 is intended to or shall impair the obligations of Borrowers, jointly and severally, to pay Borrowers' Obligations to Bank as and when the same shall become due and payable in accordance with the terms hereof. 2 13.22 GUARANTY. The effect of the joint and several obligations of Borrowers hereunder is that each Borrower hereby unconditionally and absolutely guarantees to Bank, irrespective of the validity, regularity or enforceability of this Agreement or any other Loan Document, the full and prompt payment in full to Bank at maturity of all Borrowers' Obligations. The guaranty set forth in this SECTION 13.22 shall in all respects be continuing, absolute and unconditional, and shall remain in full force and effect until Borrowers' Obligations have been fully repaid (except for any contingent obligations that survive termination of the Loan Documents). The guaranty set forth in this SECTION 13.22 is an absolute and unconditional guaranty of payment and not of collectibility. THE GUARANTY OBLIGATION SET FORTH IN THIS SECTION 13.22 SHALL IN ALL RESPECTS BE IN FURTHERANCE, AND SHALL IN NO EVENT BE DEEMED IN LIMITATION, OF THE OBLIGATIONS OF EACH BORROWER UNDER THIS AGREEMENT. 13.23 JOINT AND SEVERAL LIABILITY. Except as specifically set forth herein, the liability of each Borrower under this Agreement and the Loan Documents in general shall be joint and several, and each reference herein to the Borrowers shall be deemed to refer to each such Borrower. In furtherance and not in limitation of Bank's rights and remedies hereunder or at law, Bank may proceed under this Agreement and the other Loan Documents against any one or more of the Borrowers in its absolute and sole discretion for any of Borrowers' Obligations or any other liability or obligation of the Borrowers arising hereunder. (g) SCHEDULES 7.1, 7.16 and 7.17 are hereby deleted in their entirety and replaced with SCHEDULE 7.1, 7.16 and 7.17 hereto, respectively. (h) SCHEDULE 8.3 attached hereto is hereby added to the Agreement. (i) Any and all references to the term "Borrower" in the Agreement shall be deemed to refer to and include each of Landauer, Inc., a Delaware corporation and Global Physics Solutions, Inc., a Delaware corporation. (j) EXHIBIT A to the Agreement is hereby amended and restated with EXHIBIT A attached hereto. 3. ASSENT TO AGREEMENT. Global Physics Solutions, Inc. is hereby made a Borrower under the Agreement and agrees to be bound by and comply with all of the terms and conditions of the Agreement as of the date hereof and hereby assumes all obligations and is entitled to the rights and benefits of a Borrower under the Agreement. From and after the date hereof, any and all references to a "Borrower" or the "Borrowers" shall be deemed to include each of Landauer and GPS, except for references to a Borrower relating to its status prior to this Amendment. Each of Landauer and GPS hereby makes and agrees to each representation, covenant and warranty contained in the Agreement (after giving effect to this Amendment) as of the date hereof which are incorporated by reference herein. Each of Landauer and GPS hereby agrees that all notices delivered to Landauer in accordance with the Agreement shall be effective for notice to GPS. 3 4. DELIVERY OF DOCUMENTS. The following documents and other items shall be delivered concurrently with this Amendment: a. Amended and Restated Revolving Note; and b. Such other documents, certificates, opinions and financing statements as Bank shall request. 5. REPRESENTATIONS, COVENANTS AND WARRANTIES; NO DEFAULT. The representations, covenants and warranties set forth in SECTIONS 7, 8 and 9 of the Agreement shall be deemed remade as of the date hereof by Borrowers, except that any representations and warranties that specifically relate to a particular date shall be true and correct as of such date and all references to the Agreement in such representations and warranties shall be deemed to include this Amendment. After giving effect to this Amendment, no Event of Default has occurred and is continuing and no event has occurred and is continuing which, with the lapse of time, the giving of notice, or both, would constitute such an Event of Default under the Agreement. 6. LIMITED WAIVER. Pursuant to the request of Borrowers, the Bank waives any Event of Default arising or occurring under SECTION 11.3 of the Agreement as a result of the failure of Landauer to provide the Bank with an Officer's Certificate notifying the Bank not less than ten (10) days prior to the acquisition of each of Global Physics Solutions, Inc., Gammadata Matteknik AB and the dosimetry business of Studsvick Nuclear AB in accordance with the terms of SECTION 8.4. The Borrowers hereby acknowledge that the waiver contained in this Amendment is granted by the Bank only for the limited purpose set forth herein and each term and provision of the Agreement continues in full force and effect. Further, the waiver in no manner creates a course of dealing or otherwise impairs the future ability of the Bank to declare an Event of Default under or otherwise enforce the terms of the Agreement. 7. FEES AND EXPENSES. The Borrowers agree to pay on demand all costs and expenses of or incurred by Bank, including, but not limited to, reasonable legal fees and expenses, in connection with the evaluation, negotiation, preparation, execution and delivery of this Amendment. 8. EFFECTUATION. The amendments to the Agreement contemplated by this Amendment shall be deemed effective immediately upon the full execution of this Amendment and without any further action required by the parties hereto. There are no conditions precedent or subsequent to the effectiveness of this Amendment. 9. COUNTERPARTS. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Amendment by telefacsimile or electronic mail shall be equally effective as delivery of a manually executed counterpart of this Amendment. [SIGNATURE PAGE FOLLOWS] 4 (Signature Page to Second Amendment to Loan Agreement) IN WITNESS WHEREOF, the parties hereto have duly executed this Second Amendment to Loan Agreement as of the date first above written. U.S. BANK NATIONAL ASSOCIATION LANDAUER, INC., a Delaware corporation By: By: ------------------------- ------------------------------ Its: Its: ------------------------- ------------------------------ GLOBAL PHYSICS SOLUTIONS, INC., a Delaware corporation By: ------------------------------ Its: ------------------------------ 5 EXHIBIT A --------- to Loan Agreement ----------------- AMENDED AND RESTATED REVOLVING NOTE ----------------------------------- $30,000,000 Chicago, Illinois February 12, 2010 FOR VALUE RECEIVED, on or before February 12, 2012 (or, if such day is not a New York Banking Day, on the next following New York Banking Day), each of the undersigned, LANDAUER, INC., a Delaware corporation ("Landauer"), and Global Physics Solutions, Inc., a Delaware corporation ("GPS"; and, together with Landauer, each individually a "Borrower", and collectively, the "Borrowers"), jointly and severally, promise to pay to the order of U.S. BANK NATIONAL ASSOCIATION, a national banking association (herein, together with its successors and assigns, called the "Bank"), the maximum principal sum of THIRTY MILLION AND 00/100 DOLLARS ($30,000,000) or, if less, the aggregate unpaid principal amount of all Loans made by the Bank to the undersigned pursuant to that certain Loan Agreement dated as of October 5, 2007 among the Borrowers and the Bank, as amended by that certain First Amendment to Loan Agreement dated as of June 17, 2009 and that certain Second Amendment to Loan Agreement of even date herewith (herein, as the same may be further amended, modified or supplemented from time to time, called the "Loan Agreement") as shown either on the schedule attached hereto (and any continuation thereof) or in the Bank's records. Borrowers further promise to pay to the order of the Bank interest on the aggregate unpaid principal amount hereof from time to time outstanding from the date hereof until paid in full at such rates and at such times as shall be determined in accordance with the provisions of the Loan Agreement. Accrued interest shall be payable on the dates specified in the Loan Agreement. Payments of both principal and interest are to be made in the lawful money of the United States of America in immediately available funds at the Bank's principal office at 209 South LaSalle Street, Chicago, Illinois 60604, or at such other place as may be designated by the Bank to Borrower in writing. This Note is the Revolving Note referred to in, evidences indebtedness incurred under, and is subject to the terms and provisions of, the Loan Agreement. The Loan Agreement, to which reference is hereby made, sets forth said terms and provisions, including those under which this Note may or must be paid prior to its due date or may have its due date accelerated. Terms used but not otherwise defined herein are used herein as defined in the Loan Agreement. In addition to, and not in limitation of, the foregoing and the provisions of the Loan Agreement hereinabove referred to, Borrowers further agree, subject only to any limitation imposed by applicable law, to pay all expenses, including attorneys' fees and expenses, incurred by the holder of this Note in seeking to collect any amounts payable hereunder which are not paid when due, whether by acceleration or otherwise. This Note is an amendment and restatement of, but not a repayment of, that certain Amended and Restated Revolving Note dated as of June 17, 2009 in the maximum principal amount available of $30,000,000 (the "Prior Note") of Landauer payable to the order of Bank and does not and shall not be deemed to constitute a novation therefor. Such Prior Note shall be of no further force and effect upon the execution of this Note; provided, however, that the outstanding amount of principal and interest under the Prior Note as of the date of this Note is hereby deemed indebtedness evidenced by this Note and incorporated herein by this reference. All parties hereto, whether as makers, endorsers or otherwise, severally waive presentment, demand, protest and notice of dishonor in connection with this Note. This Note is binding upon the undersigned and its successors and assigns, and shall inure to the benefit of the Bank and its successors and assigns. This Note is made under and governed by the laws of the State of Illinois without regard to conflict of laws principles. (Signature Page Follows) (Signature Page to Amended and Restated Revolving Note) IN WITNESS WHEREOF, Borrowers have executed this Note as of the day and year first above written. LANDAUER, INC., a Delaware corporation By: ------------------------------ Its: ------------------------------ GLOBAL PHYSICS SOLUTIONS, INC., a Delaware corporation By: ------------------------------ Its: ------------------------------ EX-99.1 3 exh_991.txt EXHIBIT 99.1 - ------------ News Release LANDAUER - ------------------------------------------------------------------------ LANDAUER, INC. REPORTS FISCAL 2010 FIRST QUARTER RESULTS Revenue Fueled by Acquisitions Continued Execution on Strategic Priorities For Further Information Contact: Jonathon M. Singer Senior Vice President, CFO 708-441-8311 jsinger@landauerinc.com - ------------------------------------------------------------------------ GLENWOOD, ILL.--FEBRUARY 2, 2010--LANDAUER, INC. (NYSE: LDR), a recognized global leader in personal and environmental radiation monitoring and the leading domestic provider of outsourced medical physics services, today reported financial results for its fiscal 2010 first quarter ended December 31, 2009. FISCAL 2010 FIRST QUARTER HIGHLIGHTS .. Revenue grew 21 percent to $27.2 million on contribution from acquired companies and international growth. .. Gross profit grew 12 percent to $17.1 million on increased sales and revenue mix. .. Completed the acquisition of Global Physics Solutions, Inc. as a platform to expand into the medical physics services market on November 9, 2009. .. Incurred acquisition related transaction and reorganization costs of $1.5 million ($1.1 million, after-tax, or $0.12 per diluted share). .. Reported net income declined 17 percent to $5.1 million, or $0.55 per diluted share, including the after-tax effect of acquisition related transaction and reorganization costs. "We are pleased with our results for the first quarter of fiscal 2010, which reflect the continued focus on executing our strategic priorities: optimizing our core business, driving competitive growth, and pursuing strategic expansion," stated Bill Saxelby, President and CEO of Landauer. "Our revenue performance confirms the success of our strategic expansion strategy and our continued focus on international growth. The acquisitions of Global Physics Solutions, Inc. and Gammadata Matteknik AB in November are solid examples of our strategy to pursue new growth opportunities. These high quality companies complement Landauer's competencies while providing entrance into new market segments and international geographies." -MORE- - ------------------------------------------------------------------------ Landauer, Inc. 2 Science Road Glenwood, Illinois 60425-1586 Telephone: 708.755.7000 landauerinc.com LANDAUER, INC. ADD 1 ACQUISITIONS AND INTERNATIONAL PERFORMANCE FUEL REVENUE GROWTH Revenues for the first fiscal quarter of 2010 were $27.2 million, a 21 percent increase compared with the $22.4 million reported for the first fiscal quarter of 2009. Domestic revenue increased 9 percent, or $1.5 million, on contribution from Global Physics Solutions of $2.1 million, offset by declines in domestic service revenue. International revenue increased 62 percent, or $3.3 million, due to contributions from acquired companies of $1.3 million, organic growth and the strengthening of most foreign currencies against the dollar. Cost of sales for the first fiscal quarter of 2010 were $10.2 million, a 42 percent increase compared with the $7.1 million reported for the first fiscal quarter of 2009. The primary factor contributing to the increase was $2.0 million of increased cost from acquired companies. The gross margin declined to 63 percent from 68 percent in the year ago period, primarily due to the lower margin contribution of Global Physics Solutions. Selling, general and administrative costs for the first fiscal quarter of 2010 increased 20 percent, or $1.3 million. The primary factors contribu- ting to the increase were approximately $1.1 million of increased spending from acquired companies and increased expense spending to re-engineer business processes and to replace the Company's IT systems that support customer relationship management and the order-to-cash cycle. In conjunction with the acquisitions completed during the quarter, the Company incurred $1.5 million ($1.1 million, after-tax) of acquisition related transaction and reorganization costs. Other income, net, for the first fiscal quarter declined 12 percent, or $68,000, due to increased interest expense on outstanding borrowings to support the acquisitions completed during the quarter. Net income, including the $1.1 million after-tax impact of acquisition related transaction and reorganization costs, for the first fiscal quarter ended December 31, 2009 was $5.1 million, a decline of 17 percent compared with $6.1 million for the first fiscal quarter of 2009. Also contributing to the decline in earnings was an increase in the effective tax rate for the first fiscal quarter of 2010 to 36.5 percent compared with 33.6 percent for the first fiscal quarter of 2009. The increase is due primarily to the non-deductibility of certain acquisition related costs and the elimination of certain tax credits realized in the 2009 quarter. The resulting diluted earnings per share for the first fiscal quarter of 2010 were $0.55 compared with $0.66 for the first fiscal quarter of 2009. Excluding the effect of acquisition related transaction and reorganization costs, net income for the first fiscal quarter of 2010 was $6.2 million, or $0.67 per diluted share. SOLID FINANCIAL POSITION Landauer ended the first fiscal quarter of 2010 with total assets of $141.8 million and working capital of $13.4 million. At December 31, 2009, Landauer had $18 million in outstanding borrowings incurred to support the acquisitions completed during the quarter. Cash provided by operating activities was $8.5 million, an increase of $7.4 million from the first fiscal quarter of 2009. The increase is due primarily to the non-recurring prior year payment to the Company's defined benefit pension plan to increase funding, and other timing related changes in the components of working capital. -more- LANDAUER, INC. ADD 2 Fiscal 2010 Outlook Landauer's business plan for fiscal 2010 includes projections currently for aggregate revenue growth for the year to be in the range of 25 to 30 percent. The recently completed acquisitions are expected to contribute 20 to 23 percent of the growth. The business plan includes expense spending of $2.5 to $3.5 million to support the completion of the Company's systems initiative. The Company projects a net income increase in the range of 4 to 8 percent, excluding the impact of acquisition related transaction and reorganization costs in fiscal 2010 and the fiscal 2009 after tax impact of pension curtailment and transition costs and reorganization costs of $1.8 million. CONFERENCE CALL DETAILS Landauer has scheduled its first quarter conference call for investors over the Internet on Tuesday, February 2, 2010 at 2:00 p.m. Eastern Time (11:00 a.m. Pacific Time). To participate, callers should dial 877-941-8631 (within the United States and Canada), or 480-629-9820 (international callers) about 10 minutes before the presentation. To listen to a webcast on the Internet, please go to the Company's website at http://www.landauerinc.com at least 15 minutes early to register, download and install any necessary audio software. Investors may access a replay of the call by dialing 800-406-7325 (within the United States and Canada), or 303-590-3030 (international callers), passcode 4205610#, which will be available until March 2, 2010. The replay of the call will remain available on Landauer's website for 90 days. ABOUT LANDAUER Landauer is the world's leading provider of technical and analytical services to determine occupational and environmental radiation exposure and is the leading domestic provider of outsourced medical physics services. For more than 50 years, the Company has provided complete radiation dosimetry services to hospitals, medical and dental offices, universities, national laboratories, nuclear facilities 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 dosimetry services to approximately 1.6 million people in the United States, Japan, France, the United Kingdom, Brazil, Canada, China, Australia, Mexico, Sweden and other countries. In addition, through its Global Physics Solutions subsidiary, the Company provides therapeutic and diagnostic physics services and educational services to the medical physics community. -MORE- LANDAUER, INC. ADD 3 SAFE HARBOR STATEMENT Some of the information shared here (including, in particular, the section titled "Fiscal 2010 Outlook") constitutes forward-looking statements that are based on assumptions and involve certain risks and uncertainties. These include the following, without limitation: assumptions, risks and uncertainties associated with the company's development and introduction of new technologies in general; continued customer acceptance of the InLight technology; the adaptability of optically stimulated luminescence (OSL) technology to new platforms and formats; the costs associated with the company's research and business development efforts; the usefulness of older technologies; the effectiveness of and costs associated with the Company's IT platform enhancements; the anticipated results of operations of the company and its subsidiaries or ventures; 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 ability to integrate the operations of acquired businesses and to realize the expected benefits of acquisitions; the risks associated with conducting business internationally; costs incurred for potential acquisitions or similar transactions; other anticipated financial events; the effects of changing economic and competitive conditions; foreign exchange rates; government regulations; accreditation requirements; changes in the trading market that affect the cost of obligations under the Company's benefit plans; and pending accounting pronouncements. These assumptions may not materialize to the extent assumed, and risks and uncertainties may cause actual results to be different from what is anticipated today. These risks and uncertainties also may 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. You can find more information by reviewing the "Risk Factors" section in the company's Annual Report on Form 10-K for the year ended September 30, 2009, and other reports filed by the company from time to time with the Securities and Exchange Commission. FINANCIAL TABLES FOLLOW -MORE- LANDAUER, INC. ADD 4 FIRST FISCAL QUARTER 2010 FINANCIAL HIGHLIGHTS (unaudited, amounts in thousands, except per share data) Three months ended December 31, -------------------- 2009 2008 -------- -------- Net revenues . . . . . . . . . . . . . . . . . . . $ 27,234 $ 22,438 Costs and expenses: Cost of sales. . . . . . . . . . . . . . . . . 10,156 7,140 Selling, general and administrative. . . . . . 7,804 6,493 Acquisition and reorganization costs . . . . . 1,517 -- -------- -------- 19,477 13,633 Operating income . . . . . . . . . . . . . . . . . 7,757 8,805 Other income, net. . . . . . . . . . . . . . . . . 501 569 -------- -------- Income before taxes. . . . . . . . . . . . . . . . 8,258 9,374 Income taxes . . . . . . . . . . . . . . . . . . . 3,017 3,147 -------- -------- Net income . . . . . . . . . . . . . . . . . . . . 5,241 6,227 Less: net income attributed to noncontrolling interest. . . . . . . . . . . . . 114 85 -------- -------- Net income attributed to Landauer, Inc.. . . . . . $ 5,127 $ 6,142 ======== ======== Net income attributed to Landauer, Inc. per common share: Basic. . . . . . . . . . . . . . . . . . . . . $ 0.55 $ 0.66 ======== ======== Weighted average basic shares outstanding. . . 9,274 9,280 ======== ======== Diluted. . . . . . . . . . . . . . . . . . . . $ 0.55 $ 0.66 ======== ======== Weighted average diluted shares outstanding. . 9,311 9,310 ======== ======== -MORE- LANDAUER, INC. ADD 5 SUMMARY CONSOLIDATED BALANCE SHEETS (unaudited, amounts in thousands) December 31, September 30, 2009 2009 ------------ ------------- ASSETS Current Assets: Cash and cash equivalents. . . . . . . . $ 18,513 $ 36,493 Receivables, net of allowances . . . . . 22,001 20,663 Other current assets . . . . . . . . . . 10,581 11,381 -------- -------- Total current assets . . . . . . . . . . . . 51,095 68,537 Net property, plant and equipment. . . . . . 31,082 26,151 Equity in joint venture. . . . . . . . . . . 6,611 7,421 Goodwill and other intangible assets, net of amortization. . . . . . . . . . . . 47,213 17,380 Dosimetry devices, net of amortization . . . 4,593 4,583 Other assets . . . . . . . . . . . . . . . . 1,211 1,133 -------- -------- TOTAL ASSETS . . . . . . . . . . . . . . . . $141,805 $125,205 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable . . . . . . . . . . . . $ 8,039 $ 5,193 Dividends payable. . . . . . . . . . . . 37 4,996 Deferred contract revenue. . . . . . . . 15,862 15,632 Short-term debt. . . . . . . . . . . . . 4,500 -- Other current liabilities. . . . . . . . 9,241 11,054 -------- -------- Total current liabilities. . . . . . . . . . 37,679 36,875 Non-current Liabilities: Pension and postretirement obligations. . . . . . . . . . . . . . 8,368 8,238 Deferred income taxes. . . . . . . . . . 6,810 4,608 Long-term debt . . . . . . . . . . . . . 13,500 -- Other non-current liabilities. . . . . . 1,206 1,030 -------- -------- Total non-current liabilities. . . . . . . . 29,884 13,876 Landauer, Inc. stockholders' equity. . . . . 73,657 73,761 Noncontrolling interest. . . . . . . . . . . 585 693 -------- -------- Total equity . . . . . . . . . . . . . . . . 74,242 74,454 -------- -------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY . . . . . . . . . . . $141,805 $125,205 ======== ======== # # # -----END PRIVACY-ENHANCED MESSAGE-----