UNITED STATES
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, 2004 or
[ ] TRANSITION REPORT pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the transition from ____________ to ___________
LANDAUER, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Commission File Number 1-9788
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 by check mark whether the registrant is an accelerated filer as
defined in Rule 12b.2 of the Exchange Act. 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 7, 2004
---------------------------- --------------------------
Common stock, $.10 par value 8,902,290
1
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
LANDAUER, INC. AND SUBSIDIARIES
Condensed Consolidated Unaudited Balance Sheets
(000's except share amounts)
A S S E T S
-----------
March 31, September 30,
2004 2003
---------- -------------
Current assets:
Cash and cash equivalents . . . . . . . . . $ 10,688 $ 10,572
Short-term investments. . . . . . . . . . . 478 440
Accounts receivable, less allowances of
$611 and $583 . . . . . . . . . . . . . . 15,202 13,770
Inventories . . . . . . . . . . . . . . . . 3,563 3,513
Prepaid expenses. . . . . . . . . . . . . . 929 967
Prepaid income taxes. . . . . . . . . . . . 3,103 1,687
Deferred income taxes . . . . . . . . . . . 289 289
-------- --------
Total current assets. . . . . . . . 34,252 31,238
Property, plant and equipment, at cost. . . . 41,473 38,937
Less: Accumulated depreciation
and amortization. . . . . . . . . . . . . 23,491 21,711
-------- --------
Net property, plant and equipment . . . . . . 17,982 17,226
Goodwill & other intangible assets
net of amortization . . . . . . . . . . . . 7,934 8,056
Equity in joint venture . . . . . . . . . . . 3,522 3,402
Dosimetry devices, net of amortization. . . . 4,715 4,121
Other assets. . . . . . . . . . . . . . . . . 131 195
-------- --------
$ 68,536 $ 64,238
======== ========
The accompanying notes are an integral part
of these financial statements.
2
LANDAUER, INC. AND SUBSIDIARIES
Condensed Consolidated Unaudited Balance Sheets (Cont'd.)
(000's, except share amounts)
LIABILITIES AND STOCKHOLDERS' INVESTMENT
----------------------------------------
March 31, September 30,
2004 2003
---------- -------------
Current liabilities:
Accounts payable. . . . . . . . . . . . . . $ 2,046 $ 1,548
Deferred contract revenue . . . . . . . . . 12,145 12,464
Dividend payable. . . . . . . . . . . . . . 3,559 3,316
Accrued compensation and related costs. . . 2,061 1,459
Accrued pension costs . . . . . . . . . . . 2,528 2,675
Accrued taxes on income . . . . . . . . . . 468 507
Accrued expenses. . . . . . . . . . . . . . 3,130 2,860
-------- --------
Total current liabilities . . . . . 25,937 24,829
Minority interest in subsidiary . . . . . . . 584 984
-------- --------
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 - 8,902,290 shares
at 3/31/04 and 8,843,723 shares
at 9/30/03 . . . . . . . . . . . . . . 890 884
Premium paid in on common stock . . . . . . 13,606 12,207
Cumulative translation adjustments. . . . . 351 (100)
Retained earnings . . . . . . . . . . . . . 27,168 25,434
-------- --------
Total stockholders' investment. . . 42,015 38,425
-------- --------
$ 68,536 $ 64,238
======== ========
The accompanying notes are an integral part
of these financial statements.
3
LANDAUER, INC. AND SUBSIDIARIES
Condensed Consolidated Unaudited Statements of Income
(000's, except per share amounts)
Three Months Ended Six Months Ended
--------------------- ---------------------
March 31, March 31, March 31, March 31,
2004 2003 2004 2003
--------- --------- --------- ---------
Net Revenues. . . . . . . $ 18,262 $ 16,846 $ 35,040 $ 32,238
Cost and expenses:
Cost of revenues. . . . 6,365 5,732 12,503 11,445
Selling, general and
administrative. . . . 4,230 3,572 8,511 7,185
Impairment in value
of assets . . . . . . -- 2,750 -- 2,750
--------- --------- --------- ---------
10,595 12,054 21,014 21,380
Operating Income. . . . . 7,667 4,792 14,026 10,858
Equity in income of
joint venture . . . . . 285 199 517 395
Other income, net . . . . 33 31 68 60
--------- --------- --------- ---------
Income before income
taxes and minority
interest. . . . . . . . 7,985 5,022 14,611 11,313
Income taxes. . . . . . . 3,020 1,835 5,501 4,184
--------- --------- --------- ---------
Income before minority
interest. . . . . . . . 4,965 3,187 9,110 7,129
Minority interest
expense . . . . . . . . 126 157 266 290
--------- --------- --------- ---------
Net income. . . . . . . . $ 4,839 $ 3,030 $ 8,844 $ 6,839
========= ========= ========= =========
Net income per common
share:
Basic . . . . . . . . . $ 0.54 $ 0.34 $ 1.00 $ 0.78
========= ========= ========= =========
Based on average
shares outstanding. . 8,897 8,792 8,875 8,786
========= ========= ========= =========
Diluted . . . . . . . . $ 0.54 $ 0.34 $ 0.99 $ 0.77
========= ========= ========= =========
Based on average
shares outstanding. . 8,978 8,871 8,954 8,867
========= ========= ========= =========
The accompanying notes are an integral part
of these financial statements.
4
LANDAUER, INC. AND SUBSIDIARIES
Condensed Consolidated Unaudited Statements of Cash Flows
(000's)
Six Months Ended
---------------------
March 31, March 31,
2004 2003
--------- ---------
Cash flows from operating activities:
Net income. . . . . . . . . . . . . . . . . . . $ 8,844 $ 6,839
Adjustments to reconcile net income to
net cash provided by operating activities:
Asset impairment charge . . . . . . . . . . . . -- 2,750
Depreciation. . . . . . . . . . . . . . . . . . 2,535 2,436
Amortization. . . . . . . . . . . . . . . . . . 181 205
Bad debt expense. . . . . . . . . . . . . . . . 93 142
Equity in net income of foreign affiliate . . . (517) (395)
Tax effect of stock options . . . . . . . . . . 1,405 424
(Increase) decrease in short-term investments . (38) 66
Increase in accounts receivable . . . . . . . . (1,460) (761)
Increase in allowance for doubtful accounts
net of bad debts . . . . . . . . . . . . . . (65) (157)
Increase in inventory . . . . . . . . . . . . . (50) (1,254)
Increase in prepaid expenses. . . . . . . . . . (1,378) (1,852)
Net increase in other assets. . . . . . . . . . (1,535) (1,056)
Increase (decrease) in accounts payable . . . . 498 (284)
Increase (decrease) in accrued liabilities. . . 688 (131)
Increase (decrease) in deferred contract
revenue . . . . . . . . . . . . . . . . . . . (319) 11
Increase (decrease) in minority interest. . . . (400) 80
--------- ---------
Net cash provided from operating activities . . . 8,482 7,063
Cash flows from investing activities:
Acquisition of property, plant and equipment. . (2,547) (1,917)
Cash flows from financing activities:
Dividend received from foreign affiliate. . . . 598 535
Dividend paid . . . . . . . . . . . . . . . . . (6,868) (6,368)
--------- ---------
Net cash used by financing activities . . . . . . (6,270) (5,833)
Effect of foreign currency translation. . . . . . 451 285
--------- ---------
Net decrease in cash and cash equivalents . . . . 116 (402)
Opening balance - cash and cash equivalents . . . 10,572 7,627
--------- ---------
Ending balance - cash and cash equivalents. . . . $ 10,688 $ 7,225
========= =========
The accompanying notes are an integral part
of these financial statements.
5
LANDAUER, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Unaudited Financial Statements
March 31, 2004
(1) BASIS OF PRESENTATION
The accompanying unaudited consolidated condensed financial
statements reflect the financial position of Landauer, Inc. and
Subsidiaries ("Landauer" or "the Company") as of March 31, 2004 and
September 30, 2003, and the consolidated results of operations and cash
flows for the three-month and six-month periods ended March 31, 2004 and
2003. In the opinion of management, the accompanying unaudited condensed
consolidated financial statements contain all adjustments necessary to
present fairly the consolidated financial position of Landauer as of
March 31, 2004 and September 30, 2003, and the consolidated results of
operations and cash flows for the three-month and six-month periods ended
March 31, 2004 and 2003.
The accounting policies followed by the Company are set forth in
Note 1 to the Company's financial statements in the 2003 Landauer Annual
Report on Form 10-K.
Certain prior year amounts have been reclassified to conform to
current year presentation. These reclassifications have no effect on the
results of operations or financial position.
The results of operations for the three-month and six-month periods
ended March 31, 2004 are not necessarily indicative of the results to be
expected for the full year.
(2) CASH DIVIDENDS
On March 5, 2004, the Company declared a regular quarterly cash
dividend in the amount of $ 0.40 per share payable on April 9, 2004 to
stockholders of record on March 19, 2004. On December 19, 2003, the
Company declared a regular quarterly cash dividend in the amount of $0.40
per share payable on January 16, 2004, to stockholders of record on January
6, 2004.
Regular quarterly cash dividends of $0.375 per share ($1.50 annually)
were declared during fiscal 2003.
(3) COMPREHENSIVE INCOME
Comprehensive income is the total of net income and all other non-
owner changes in equity. The following table sets forth the Company's
comprehensive income for the three and six month periods ended March 31,
2004 and 2003 (000's):
Three Months Ended Six Months Ended
--------------------- ---------------------
March 31, March 31, March 31, March 31,
2004 2003 2004 2003
--------- --------- --------- ---------
Net income. . . . . . . . $ 4,839 $ 3,030 $ 8,844 $ 6,839
Other comprehensive
income - Foreign
currency translation
adjustment. . . . . . . 242 155 451 285
--------- --------- --------- ---------
Comprehensive income. . . $ 5,081 $ 3,185 $ 9,295 $ 7,124
========= ========= ========= =========
6
LANDAUER, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Unaudited Financial Statements
March 31, 2004 (Cont'd.)
(4) EARNINGS PER SHARE
Earnings per share computations have been made in accordance with the
provisions of SFAS No. 128, "Earnings Per Share." Basic earnings per share
were computed by dividing net income by the weighted average number of
shares of common stock outstanding during each period. Diluted earnings per
share were computed by dividing net income by the weighted average number
of shares of common stock that would have been outstanding assuming
dilution during each period.
The following table presents the weighted average number of shares of
common stock for the three and six month periods ended March 31, 2004 and
2003 (000's):
Three Months Ended Six Months Ended
--------------------- ---------------------
March 31, March 31, March 31, March 31,
2004 2003 2004 2003
--------- --------- --------- ---------
Weighted average
number of shares
of common stock
outstanding . . . . . . 8,897 8,792 8,875 8,786
Options issued to
executives. . . . . . . 81 79 79 81
--------- --------- --------- ---------
Weighted average
number of shares
of common stock
assuming dilution . . . 8,978 8,871 8,954 8,867
========= ========= ========= =========
(5) STOCK-BASED COMPENSATION PLANS
The Company maintains stock option plans for key employees
("Employees' Plan"). It also maintains a stock option plan for its non-
employee directors. The Company accounts for those plans under the
recognition and measurement principles of the Accounting Principles Board
("APB") Opinion No. 25, "Accounting for Stock Issued to Employees", and
related Interpretations. Under APB Opinion No. 25 no compensation cost is
recognized except for performance based grants whereas under FASB 123
compensation costs are recognized based on the fair-value method of the
stock options granted which is calculated using certain assumptions about
future volatility and dividend growth. In December 2002, the Financial
Accounting Standards Board issued Statement of Financial Accounting
Standard ("SFAS") No. 148, "Accounting for Stock-Based Compensation -
Transition and Disclosure - An Amendment of SFAS No. 123." SFAS No. 148
requires pro-forma disclosure in both annual and quarterly financial
statements of net earning and earnings per share as if the fair-value
method of accounting had been applied as required by SFAS 123. Had
compensation cost for these plans been determined consistent with SFAS No.
123, "Accounting for Stock-Based Compensation," the Company's net income
and earnings per share in each period would have been as follows (000's
except per share data):
7
LANDAUER, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Unaudited Financial Statements
March 31, 2004 (Cont'd.)
Three Months Ended Six Months Ended
--------------------- ---------------------
March 31, March 31, March 31, March 31,
(Amounts in $000's) 2004 2003 2004 2003
--------- --------- --------- ---------
Net income,
as reported . . . . . . $ 4,839 $ 3,030 $ 8,844 $ 6,839
Deduct: Total stock-
based employee
compensation expense
determined under
fair value based
method for all
awards, net of
related tax effects . . 351 55 540 111
--------- --------- --------- ---------
Pro forma net
income. . . . . . . . . $ 4,488 $ 2,975 $ 8,304 $ 6,728
========= ========= ========= =========
Earnings per share:
Basic - As Reported . . $ 0.54 $ 0.34 $ 1.00 $ 0.78
========= ========= ========= =========
Basic - Pro Forma . . . $ 0.50 $ 0.34 $ 0.94 $ 0.77
========= ========= ========= =========
Diluted - As Reported . $ 0.54 $ 0.34 $ 0.99 $ 0.77
========= ========= ========= =========
Diluted - Pro Forma . . $ 0.50 $ 0.34 $ 0.93 $ 0.76
========= ========= ========= =========
Because the SFAS No. 123 method of accounting has not been applied to
options granted prior to October 1, 1996, the resulting pro forma
compensation cost may not be representative of that to be expected in
future years.
(6) ASSET IMPAIRMENT
Following a period of product introduction, marketing efforts and an
analysis of second quarter fiscal 2003 results, it was determined that
spending constraints placed on targeted customers by health care cost
pressures and state and local government budget deficits had significantly
reduced the future net cash flows expected to be realized from Landauer's
Aurion product offering. Accordingly, the Company recorded a non-cash pre-
tax charge of $2,750,000, or $0.19 per diluted share (after income tax
benefit computed at a marginal rate of 39.7%) for the fiscal quarter ended
March 31, 2003, to recognize an impairment in the value of assets for the
Aurion product line. The operating results for Aurion were not significant
for any period presented. Based on the estimated identifiable cash flows
from this service offering, the impairment charge represents the Company's
entire investment in the Aurion-related assets and includes fixed assets,
licenses, software and badge components.
8
LANDAUER, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Unaudited Financial Statements
March 31, 2004 (Cont'd.)
(7) PENSION AND POSTRETIREMENT MEDICAL BENEFIT EXPENSES
In December 2003 the Financial Accounting Standards Board (FASB)
released revised FASB Statement No. 132 (FAS 132R), a revision to FAS 132,
Employers' Disclosures about Pensions and Other Postretirement Benefits.
The revised standard provides required disclosures for pensions and other
postretirement benefit plans and is designed to improve disclosure
transparency in financial statements. The revised standard replaces
existing pension disclosure requirements. FAS 132R requires additional
disclosures about the assets, obligations, cash flow, and net periodic
benefit costs of defined benefit pension plans and other postretirement
benefit plans. It also requires public entities to disclose (a) the amount
of net periodic benefit cost recognized and (b) the total amount of the
employer's contribution paid, in all interim financial statements beginning
after December 15, 2003.
The components of net periodic benefit cost for pension and retiree
medical plans are as follows:
Pension Benefits Other Benefits
For the Three Months For the Three Months
Ended March 31, Ended March 31,
-------------------- --------------------
In $000's 2004 2003 2004 2003
--------- --------- --------- ---------
Components of net
periodic cost:
Service Cost. . . . . . $ 250 $ 215 $ 25 $ 21
Interest Cost . . . . . 247 226 20 16
Expected return on
plan assets . . . . . . (162) (140) 0 0
Amortization of
transition assets . . . (2) (2) 6 6
Amortization of prior
service cost. . . . . . 39 39 4 4
Recognized net
actuarial loss. . . . . 30 23 3 0
--------- --------- --------- ---------
Net periodic benefit
cost. . . . . . . . . . $ 402 $ 361 $ 58 $ 47
========= ========= ========= =========
The Company made its annual pension contribution of $792,957 in the
first quarter of fiscal 2004.
(8) SUBSEQUENT EVENT
In April, 2004 the Company entered into an agreement with Bureau
Veritas ("BV") to acquire the 49% minority interest in LCIE-Landauer, Ltd.
owned by BV's subsidiary, Laboratoire Central Industries des Electriques
("LCIE"), for $10.4 million in cash as agreed to by the Company and the
seller. At March 31, 2004 Landauer owned a 51% interest in LCIE-Landauer,
Ltd. LCIE-Landauer was formed two years ago under an agreement whereby
Landauer contributed its U.K. radiation monitoring business and LCIE
contributed its radiation monitoring business located in France. In 2002
9
LANDAUER, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Unaudited Financial Statements
March 31, 2004 (Cont'd.)
LCIE-Landauer acquired the Philips France radiation monitoring business,
and introduced into the market Landauer's InLight dosimetry system
manufactured by Matsushita Industrial Equipment Company. The Company
funded the purchase price from a combination of working capital funds ($2.7
million), and $7.7 million borrowed under a credit facility which was
obtained through Lasalle Bank ABN AMRO, in April 2004. This revolving
unsecured credit facility is annually renewable and matures in April 2005.
The credit agreement requires the Company to meet certain financial and
other covenants.
ITEM 2. MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION &
RESULTS OF OPERATIONS
OVERVIEW
Landauer is the leading provider of analytical services to determine
occupational and environmental radiation exposure. For nearly 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. These services are provided to customers in the U.S., Japan,
France, the United Kingdom, Brazil, Canada and China.
Landauer's InLightTM dosimetry system provides smaller in-house and
commercial laboratories with the ability to offer a complete radiation
monitoring service using optically stimulated luminescence ("OSL")
technology. The system is based on the Company's propriety technology and
instruments and dosimetry devices developed by Matsushita Industrial
Equipment Company and allows customers the flexibility to tailor their
precise dosimetry needs.
Landauer's operations include services for detecting, monitoring, and
if necessary, remediating radon gas.
Landauer operates a mature business, and growth in numbers of
customers is modest. In recent years the Company's strategy has been to
expand into new international markets, primarily by partnering with
existing dosimetry service providers with a prominent local presence. In
addition, the Company has been developing new platforms and formats for its
OSL technology such as InLight to gain access to markets where the Company
previously did not have a significant presence such as smaller in-house and
commercial laboratories. Revenue growth in recent years has occurred as a
result of increased prices for certain services, entry into new markets
through joint ventures and acquisitions, modest unit growth and new
ancillary services and products.
The services provided by the Company to its customers are ongoing and
are of a subscription nature. As such, revenues are recognized in the
periods in which such services are rendered irrespective of whether
invoiced in advance or in arrears. Given the subscription nature of
Landauer's services, quarterly revenues are fairly consistent. During the
second quarter of each fiscal year, however, the Company provides
additional services reporting annual radiation dose summaries that generate
increased revenues. The introduction of the Company's InLight product line
may introduce some variability in quarter-to-quarter revenue comparisons
given the nature of purchase cycles associated with sales of radiation dose
measurement instruments and detectors.
10
LIQUIDITY AND CAPITAL RESOURCES
Landauer's cash flow from operating activities for the six months
ended March 31, 2004 and 2003 amounted to $8,482,000 and $7,063,000,
respectively. Acquisitions of property, plant and equipment amounted to
$2,547,000 and $1,917,000, respectively, for fiscal 2004 and 2003. 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, and SAPRA-Landauer, Ltda., our subsidiary in
Brazil.
The Company had no long-term liabilities at March 31, 2004 and its
requirement for cash flow to support investing activities is generally
limited. Capital expenditures for the balance of fiscal 2004 are expected
to amount to approximately $4,300,000 principally for the acquisition of
equipment to support the Company's introduction of the InLight product
line, introduction of new products, the development of supporting software
systems, and computer hardware. The Company anticipates that funds for
these capital improvements will be provided from operations.
As of March 31, 2004 the Company maintained an external source of
liquidity in the form of a $5 million line of credit. There was no
outstanding liability as of the balance sheet dates. In April 2004 the
Company replaced this line of credit with a $25 million unsecured revolving
line of credit provided by LaSalle Bank, ABN AMRO; this annually renewable
credit facility provides funds to be used for working capital and other
general corporate purposes. The credit agreement provides the Company with
the option of electing to borrow funds denominated in US dollars or Euros
that bear interest rates based on the Federal Funds rate, Prime rate,
EURIBO or LIBOR; it also contains certain covenants including a covenant
for minimum tangible net worth. As of April 30, 2004 the Company was in
compliance with all of the covenants. As disclosed in Note 8, in April 2004
the Company borrowed $7.7 million dollars under this facility as part of
funding the acquisition of the remaining 49% minority interest in LCIE -
Landauer, Inc. In the opinion of management, cash flow from operations
and the Company's borrowing capacity under this line of credit are adequate
for projected operations and capital spending programs, as well as
continuation of the regular cash dividend program. From time to time, the
Company may have the opportunity to make investments for acquisitions or
other purposes that are in excess of these sources of liquidity. In that
event, the Company may seek additional sources of liquidity to fund such
investments.
Landauer requires limited working capital for its operations since
many of its customers are invoiced for services in advance. Such advance
billings amounted to $12,145,000 and $12,464,000, respectively, as of March
31, 2004 and September 30, 2003, and are included in the balance sheet
under the caption "Deferred Contract Revenue". While these amounts
included in deferred contract revenue represent almost one-half of current
liabilities, such amounts generally do not represent a cash requirement.
The services provided by the Company to its Customers are ongoing and
are of a subscription nature. As such, revenues are recognized in the
periods in which such services are rendered irrespective of whether
invoiced in advance or in arrears. All customers are invoiced in
accordance with the Company's standard terms, with payment due thirty days
from date of invoice. Considering the Company's invoicing practices and
that a significant portion of the Company's revenues are subject to health
care industry reimbursement cycles, the average days sales outstanding
range from 43 to 80 days over the course of a fiscal quarter.
11
RESULTS OF OPERATIONS
QUARTERLY RESULTS
Revenues for the quarter just ended were $18,262,000, or 8.4% higher
than revenues of $16,846,000 in the same period a year ago. Higher domestic
revenues provided the majority of growth for the quarter, where improved
pricing, expanded ancillary and report revenues and modest unit gains were
realized. Revenue growth also benefited from a continued weak U.S. dollar,
as well as increased business activity in Europe, Asia and Brazil.
Gross margins were 65.1% of revenues for the second quarter of fiscal
2004, slightly lower than the 66.0% for the same period in 2003. Direct and
indirect labor and the associated employee benefits (related primarily to
medical claims and pension) costs were $189,000 higher than a year ago, as
were direct materials, $249,000. Costs rose both domestically and abroad
with the foreign portion partly attributable to currency translation.
Selling, general and administrative (S, G & A) expenses for the
second quarter were $658,000 higher than for the same period a year ago; S,
G & A expenses as a percentage of revenue were 23.2% compared to 21.2% a
year ago. The increase in S, G & A expenses was attributable to incentive
compensation, $400,000; professional fees $148,000, as well as higher
foreign expenses, $184,000, some of which is currency translation related.
Operating income increased $2,875,000 over the same period a year ago. In
the second quarter of fiscal 2003 the Company recognized a non-cash charge
in the amount of $2,750,000, or $0.19 per diluted share (after income tax
benefit computed at a marginal rate of 39.7%), for costs associated with
the impairment in value of assets related to Landauer's Aurion service (See
Note 6).
Other income for the second quarter amounted to $318,000 compared
with $230,000 a year earlier. Most of the increase relates to higher
income from Nagase-Landauer, Ltd., the Company's joint venture in Japan.
Income taxes were higher due to increased pre-tax income as well as
the effective tax rate for the Company was 37.8% compared with 36.5% for
the second quarter of fiscal 2003. Resulting net income for the second
quarter amounted to $4,839,000 or $0.54 per diluted share, compared with
$3,030,000, or $0.34 per diluted share, in the same quarter in fiscal 2003.
SIX MONTHS RESULTS
Revenues for the six months ended March 31, 2004, were $35,040,000 or
8.7% greater than $32,238,000 reported for the same period in fiscal 2003.
Domestic revenue growth, representing almost two-thirds of the increase,
resulted from improved pricing and modestly higher volume for measurement
and reporting services. Higher international revenues resulted from a weak
U.S. dollar and some pricing and unit gains in most foreign markets.
Gross margins for the first half of fiscal 2004 were 64.3% of
revenues, or slightly lower than the 64.5% reported a year ago. Cost of
revenues has increased $1,058,000 or 9.2% from the same period in the prior
year. Direct and indirect labor and the associated employee benefits
(related primarily to medical claims and pension) costs were $469,000
higher than a year ago, as were direct materials $352,000. Costs rose both
domestically and abroad with the foreign portion partly attributable to
currency translation.
12
Selling, general, and administrative expenses in the first six months
of fiscal 2004 were $1,326,000 or 18.5% higher than a year ago, The year to
date increase in S, G & A expenses relates to incentive compensation,
$350,000; increased labor and benefits, $264,000; research and development
$188,000; professional fees, $163,000, as well as higher foreign expenses,
$453,000, some of which is currency translation related. Selling, general,
and administrative expenses were 24.3% of revenues for the first half of
fiscal 2004 compared to 22.3% for the first half of fiscal 2003. As noted
previously, fiscal 2003 results also included a non-cash charge in the
amount of $2,750,000, or $0.19 per diluted share (after income tax benefit
computed at a marginal rate of 39.7%), for costs associated with the
impairment in value of assets related to Landauer's Aurion service.
Resulting operating income thus far in fiscal 2004 was $14,026,000, an
increase of $3,168,000 compared with the same period in 2003.
Other income for the first half of fiscal 2004 amounted to $585,000
compared with $455,000 a year earlier. Most of the increase relates to
higher income from Nagase-Landauer, Ltd., the Company's joint venture in
Japan.
Income taxes were higher due to increased pre-tax income as well as
the effective tax rate for the Company was 37.6% compared with 37.0% for
the same period of fiscal 2003. Resulting net income of $8,844,000 or
$0.99 per diluted share, compared with $6,839,000, or $0.77 per diluted
share for the same period in fiscal 2003.
FORWARD-LOOKING STATEMENTS
Certain of the statements made herein constitute forward looking
statements that are based on certain assumptions and involve certain risks
and uncertainties, including, introduction of the InLight technology, the
adaptability of optically stimulated luminescence ("OSL") technology to new
platforms and formats, the cost 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, the Company's market position, 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 and
currency translations, 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
Company's Annual Report on Form 10-K for the year ended September 30, 2003
and other reports filed by the Company from time to time with the
Securities and Exchange Commission.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
On December 23, 2003 the Financial Accounting Standards Board (FASB)
released revised FASB Statement No. 132R (FAS 132R), "Employers'
Disclosures about Pensions and Other Postretirement Benefits". The revised
standard provides required disclosures for pensions and other
postretirement benefit plans and is designed to improve disclosure
transparency in financial statements. The requirements of the standard are
effective for public entities for fiscal years ending after December 15,
2003 and for quarters beginning after December 15, 2003. The Company
implemented the required disclosure provisions in the quarter ending
March 31, 2004.
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On January 12, 2004, the FASB released FASB Staff Position No. FAS
106-1 (FSP 106-1). FASB Statement No. 106 (FAS 106), "Employers'
Accounting for Postretirement Benefits Other Than Pensions," requires a
company to consider current changes in applicable laws when measuring its
postretirement benefit costs and accumulated postretirement benefit
obligation. However, because (1) uncertainties may exist for plan sponsors
surrounding the effect of the provisions of the Medicare Prescription Drug,
Improvement and Modernization Act of 2003 (the "Act") and (2) certain
accounting issues raised by the Act are not addressed by FAS 106, FSP 106-1
allows plan sponsors to elect a one-time deferral of the accounting for the
Act. If deferral is elected, the deferral must remain in effect until the
earlier of (a) the issuance of guidance by the FASB or (b) the
remeasurement of plan assets and obligations subsequent to January 31,
2004. Further, even if an entity elects deferral, certain disclosure
requirements are still required.
The FSP is effective for interim and annual financial statements of
fiscal years ending after December 7, 2003. The Company's post retirement
benefits are not based on the retiree's Medicare benefits received. As
such, the Company has analyzed its postretirement benefit costs in light of
FSP 106-1 and has determined that the adoption of this statement has no
material impact on its consolidated statements.
ITEM 3. QUANTITATIVE & QUALITATIVE DISCLOSURE ABOUT MARKET RISK
SIGNIFICANT RISK FACTORS
The Company's business and operations are subject to certain risks
and uncertainties, including:
FOREIGN CURRENCY TRANSLATION/EXCHANGE AND INTEREST RATE RISKS
The Company is exposed to market risk, including changes in foreign
currency exchange rates and interest rates. As discussed in Note 1 to the
financial statements in the Company's Annual Report on Form 10-K, "Summary
of Significant Accounting Policies" to the consolidated financial
statements, the financial statements of the Company's non-U.S. subsidiaries
are remeasured into U.S. dollars using the U.S. dollar as the functional
currency. To date, the market risk associated with foreign currency
exchange rates or resulting translations has not been material in relation
to the Company's financial position, results of operations, or cash flows.
These risks could increase, however, as the Company expands in
international markets. The Company does not have any significant trade
accounts receivable, trade accounts payable, commitments or borrowings in a
currency other than that of the reporting unit's functional currency. As
such, the Company does not currently use derivative financial instruments
to manage the exposure in its non-U.S. operations.
RELIANCE UPON SINGLE MANUFACTURING FACILITY
Landauer, Inc. conducts its primary manufacturing and laboratory
processing operations from a single facility in Glenwood, Illinois. In
addition, the Company performs significant functions for some of its
international joint ventures from the Glenwood facility. If the Company
were to lose availability of its primary facility due to fire, natural
disaster or other disruptions, its operations could be significantly
impaired. Although the Company maintains business interruption insurance,
there can be no assurance that the proceeds of such insurance would be
sufficient to offset any loss the Company might incur or that the Company
would be able to retain its customer base if operations were so disrupted.
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SINGLE SOURCE FOR CRYSTAL MATERIALS
Crystal material is a key component in Landauer's OSL technology. The
Company operates a single crystal manufacturing facility in Stillwater,
Oklahoma that currently supplies all crystal material used by the Company.
If the Company were to lose availability of its Stillwater facility due to
a fire, natural disaster or other disruptions, such loss could have a
material adverse effect on the Company and its operations. Prior to
acquiring the Stillwater facility, the Company purchased the majority of
its raw crystal material from one external source. There can be no
assurance that the Company could secure additional crystal raw materials
from external sources in the event of a disruption at the Stillwater
facility.
TECHNOLOGY
Landauer's technological expertise has been an important factor in
its growth. The Company regularly pursues product improvements to maintain
its technical position. The development and introduction of new
technologies, the adaptability of OSL to new platforms and new formats, the
usefulness of older technologies as well as the introduction of new
technologies by competitors present various risks to the Company's
business. The failure or lack of market acceptance of a new technology or
the inability to respond to market requirements for new technology could
adversely affect the Company's operations or reputation with customers. The
cancellation of technology projects or the cessation of use of an existing
technology can result in write downs and changes to the Company's earnings.
In the normal course of its business, Landauer must record and process
significant amounts of data quickly and accurately and relies on various
computer and telecommunications equipment and software systems. Any failure
of such equipment or systems could adversely affect the Company's
operations.
INTERNATIONAL OPERATIONS POSE RISKS
Landauer conducts business in numerous international markets such as
Japan, France, the United Kingdom, Brazil, Canada and China. Foreign
operations are subject to a number of special risks, including among
others, currency exchange rate fluctuations; disruption in relations;
political and economic unrest; trade barriers exchange controls;
expropriation; and changes in laws and policies, including those governing
foreign owned operations.
GOVERNMENT REGULATIONS
Regulation, present and future, is a constant factor affecting the
Company's business. The radiation monitoring industry is subject to federal
and state governmental regulation. Unknown matters, new laws, regulations
and accreditation standards, or stricter interpretations of existing law,
regulations, or accreditation standards may materially affect Landauer's
business or operations in the future and/or could increase the cost of
compliance.
COMPETITION
The Company competes on the basis of advanced technologies, competent
execution of these technologies, the quality, reliability and price of its
services and its prompt and responsive performance. In much of the world,
radiation monitoring activities are conducted by a combination of private
entities and governmental agencies. The Company's primary competitor in the
United States is large and has substantial resources. The Company also
faces competitive pressures from a number of smaller competitors in the
U.S. and abroad.
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ITEM 4. CONTROLS AND PROCEDURES
As of the end of the period covered by this report, an evaluation was
performed under the supervision and with the participation of the Company's
management, including the Chief Executive Officer ("CEO") and the Chief
Financial Officer ("CFO"), of the effectiveness of the design and operation
of the Company's disclosure controls and procedures as defined in Rule 13a-
15(e) under the Securities and Exchange Act of 1934, as amended. Based on
that evaluation, the Company's management, including the CEO and CFO,
concluded that the Company's disclosure controls and procedures as of
March 31, 2004 were effective in ensuring information required to be
disclosed on this Form 10-Q was recorded, processed, summarized and
reported on a timely basis. There have been no changes in the Company's
internal control over financial reporting that occurred during the period
ended March 31, 2004 that have materially affected, or are reasonably
likely to materially affect, the Company's internal control over financial
reporting.
PART II. OTHER INFORMATION
ITEM 1. 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 February 4, 2004, the shareholders
voted to elect Dr. E. Gail de Planque, Dr. Gary D. Eppen and Michael D.
Winfield as directors for three-year terms. The voting for each of the
nominees was as follows:
For Against
--------- -------
Dr. de Planque 8,200,344 55,227
Dr. Eppen 8,202,113 53,458
Mr. Winfield 8,202,464 53,107
The shareholders voted to reappoint PricewaterhouseCoopers LLP as the
Company's auditors for the following year, with 8,170,820 shares (92.4% of
total shares outstanding) voting for, 71,675 shares against and 13,074
shares abstaining.
At its meeting on the same day, the Board of Directors appointed
Robert J. Cronin as Chairman of the Board and Michael D. Winfield as
Chairman of the Audit Committee. The additional directors for the current
year are Brent A. Latta, Richard R. Risk, M. Christine Jacobs, E. Gail de
Planque and Gary D. Eppen.
On May 2, 2004, M. Christine Jacobs resigned from the Board of
Directors to focus on other business commitments.
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
On April 29, 2004, Landauer filed a report on form 8-K related
to its earnings press release for the same day.
On May 5, 2004, Landauer filed a report on form 8-K related to
the Company's acquisition of the remaining 49% interest in LCIE-
Landauer, Ltd.
Exhibit 31.1 Rule 13a-14(a)/15d-14(a), Certification
of Chief Executive Officer
Exhibit 31.2 Rule 13a-14(a)/15d-14(a), Certification
of Chief Financial Officer
Exhibit 32.1 Section 1350 Certification of
Chief Executive Officer
Exhibit 32.2 Section 1350 Certification of
Chief Financial Officer
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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 7, 2004
/s/ James M. O'Connell
------------------------------
James M. O'Connell
Vice President and Treasurer
(Principal Financial and
Accounting Officer)
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