UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2013
Commission File Number 1-9788
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| LANDAUER, INC. (Exact Name of registrant as specified in its charter) | |
| | | |
| Delaware | 06-1218089 | |
| (State or other jurisdiction of Incorporation or organization) | (I.R.S. Employer Identification Number) | |
| | | |
| 2 Science Road, Glenwood, IL 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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ X ] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| | | | | | |
| Large accelerated filer | [ ] | | Accelerated filer | [ X ] | |
| Non-accelerated filer | [ ] | | Smaller reporting company | [ ] | |
| (Do not check if a smaller reporting company) | | | |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [ X ]
As of January 28, 2014, 9,537,544 shares of common stock, par value $0.10 per share, of the registrant were outstanding.
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
Item 1.Financial Statements
LANDAUER, INC. AND SUBSIDIARIES
Consolidated Balance Sheets (Unaudited)
| | | | | | |
| | | | | | |
(Dollars in Thousands) | | December 31,
2013 | | September 30,
2013 |
ASSETS | | | | | | |
Current assets: | | | | | | |
Cash and cash equivalents | | $ | 13,272 | | $ | 11,184 |
Receivables, net of allowances of $570 and $600 respectively | | | 34,178 | | | 38,419 |
Inventories | | | 8,301 | | | 9,539 |
Prepaid income taxes | | | 2,671 | | | 3,132 |
Prepaid expenses and other current assets | | | 5,220 | | | 4,019 |
Current assets | | | 63,642 | | | 66,293 |
Property, plant and equipment, at cost | | | 104,316 | | | 107,446 |
Accumulated depreciation and amortization | | | (53,407) | | | (55,514) |
Net property, plant and equipment | | | 50,909 | | | 51,932 |
Equity in joint ventures | | | 22,600 | | | 23,942 |
Goodwill | | | 86,529 | | | 84,436 |
Intangible assets, net of accumulated amortization of $14,790 and $13,605, respectively | | | 37,022 | | | 37,161 |
Dosimetry devices, net of accumulated depreciation of $9,915 and $9,472, respectively | | | 5,739 | | | 5,798 |
Other assets | | | 7,704 | | | 7,271 |
Assets | | $ | 274,145 | | $ | 276,833 |
LIABILITIES AND STOCKHOLDERS' EQUITY | | | | | | |
Current liabilities: | | | | | | |
Accounts payable | | $ | 6,036 | | $ | 6,310 |
Dividends payable | | | 5,433 | | | 5,419 |
Deferred contract revenue | | | 13,572 | | | 13,181 |
Accrued compensation and related costs | | | 6,160 | | | 8,207 |
Other accrued expenses | | | 6,217 | | | 7,531 |
Current liabilities | | | 37,418 | | | 40,648 |
Non-current liabilities: | | | | | | |
Long-term debt | | | 143,785 | | | 142,785 |
Pension and postretirement obligations | | | 13,308 | | | 13,047 |
Deferred income taxes | | | 10,324 | | | 9,817 |
Other non-current liabilities | | | 1,890 | | | 915 |
Non-current liabilities | | | 169,307 | | | 166,564 |
Stockholders' equity: | | | | | | |
Preferred stock, $.10 par value per share, authorized 1,000,000 shares; none issued | | | - | | | - |
Common stock, $.10 par value per share, authorized 20,000,000 shares; 9,615,711 and 9,575,926 issued and outstanding at December 31, 2013 and September 30, 2013 respectively | | | 962 | | | 958 |
Additional paid in capital | | | 39,653 | | | 39,465 |
Accumulated other comprehensive loss | | | (4,547) | | | (4,456) |
Retained earnings | | | 29,582 | | | 32,012 |
Landauer, Inc. stockholders' equity | | | 65,650 | | | 67,979 |
Noncontrolling interest | | | 1,770 | | | 1,642 |
Stockholders' equity | | | 67,420 | | | 69,621 |
Liabilities and Stockholders' Equity | | $ | 274,145 | | $ | 276,833 |
The accompanying notes are an integral part of these financial statements.
LANDAUER, INC. AND SUBSIDIARIES
Consolidated Statements of Operations (Unaudited)
| | | | | | |
| | | | | | |
| | | Three Months Ended December 31, |
(Dollars in Thousands, Except per Share) | | 2013 | | 2012 |
Service revenues | | $ | 31,894 | | $ | 31,469 |
Product revenues | | | 5,811 | | | 5,212 |
Net revenues | | | 37,705 | | | 36,681 |
| | | | | | |
Cost and expenses: | | | | | | |
Service costs | | | 15,049 | | | 14,308 |
Product costs | | | 3,158 | | | 2,255 |
Total cost of sales | | | 18,207 | | | 16,563 |
Selling, general and administrative | | | 14,362 | | | 13,391 |
Acquisition and reorganization costs | | | 111 | | | 0 |
Costs and expenses | | | 32,680 | | | 29,954 |
| | | | | | |
Operating income | | | 5,025 | | | 6,727 |
Equity in income of joint ventures | | | 573 | | | 1,528 |
Interest expense, net | | | (892) | | | (1,033) |
Other income, net | | | 37 | | | 95 |
| | | | | | |
Income before taxes | | | 4,743 | | | 7,317 |
Income taxes | | | 1,496 | | | 2,274 |
| | | | | | |
Net income | | | 3,247 | | | 5,043 |
Less: Net income attributed to
noncontrolling interest | | | 196 | | | 166 |
| | | | | | |
Net income attributed to Landauer, Inc. | | $ | 3,051 | | $ | 4,877 |
| | | | | | |
Net income per share attributable to
Landauer, Inc. shareholders: | | | | | | |
Basic | | $ | 0.32 | | $ | 0.52 |
Weighted average basic shares
outstanding | | | 9,422 | | | 9,336 |
| | | | | | |
Diluted | | $ | 0.32 | | $ | 0.52 |
Weighted average diluted shares
outstanding | | | 9,467 | | | 9,385 |
The accompanying notes are an integral part of these financial statements.
LANDAUER, INC. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income (Unaudited)
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| | Three Months Ended
December 31, 2013 |
| | | | | | | | | |
(Dollars in Thousands) | Landauer, Inc. | | Noncontrolling
Interest | | Total |
Net income | | $ | 3,051 | | $ | 196 | | $ | 3,247 |
Other comprehensive income: | | | | | | | | | |
Defined benefit pension and postretirement plans activity, net of tax | | | 165 | | | - | | | 165 |
Foreign currency translation adjustment | | | (256) | | | (68) | | | (324) |
Comprehensive income | | $ | 2,960 | | $ | 128 | | $ | 3,088 |
| | | | | | | | | |
| | Three Months Ended
December 31, 2012 |
| | | | | | | | | |
(Dollars in Thousands) | | Landauer, Inc. | | Noncontrolling
Interest | | Total |
Net income | | $ | 4,877 | | $ | 166 | | $ | 5,043 |
Other comprehensive income: | | | | | | | | | |
Defined benefit pension and postretirement plans activity, net of tax | | | 108 | | | - | | | 108 |
Foreign currency translation adjustment | | | (624) | | | 2 | | | (622) |
Comprehensive income | | $ | 4,361 | | $ | 168 | | $ | 4,529 |
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The accompanying notes are an integral part of these financial statements.
LANDAUER, INC. AND SUBSIDIARIES
Consolidated Statement of Stockholders’ Equity (Unaudited)
| | | | | | | | | | | | | | | | | | | | |
| | | | Landauer, Inc. Stockholders' Equity | | | | | | |
(Dollars in Thousands) | Common
Stock
Shares | | Common
Stock | | Addi-
tional
Paid in
Capital | | Accumulated Other Compre-hensive (Loss) Income | | Retained
Earnings | | Non-
Controlling
Interest | | Total
Stock-
holders'
Equity |
Balance September 30, 2013 | | 9,575,926 | | $ | 958 | | $ | 39,465 | | $ | (4,456) | | $ | 32,012 | | $ | 1,642 | | $ | 69,621 |
Stock-based compensation arrangements | | 39,785 | | | 4 | | | 188 | | | - | | | - | | | - | | | 192 |
Dividends | | - | | | - | | | - | | | - | | | (5,481) | | | - | | | (5,481) |
Net income | | - | | | - | | | - | | | - | | | 3,051 | | | 196 | | | 3,247 |
Foreign currency translation adjustment | | - | | | - | | | - | | | (256) | | | - | | | (68) | | | (324) |
Defined benefit pension and postretirement plans activity, net of tax | | - | | | - | | | - | | | 165 | | | - | | | - | | | 165 |
Balance December 31, 2013 | | 9,615,711 | | $ | 962 | | $ | 39,653 | | $ | (4,547) | | $ | 29,582 | | $ | 1,770 | | $ | 67,420 |
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The accompanying notes are an integral part of these financial statements.
LANDAUER, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Unaudited)
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| | | | | | |
| Three Months Ended
December 31, |
(Dollars in Thousands) | | 2013 | | 2012 |
Cash flows from operating activities: | | | | | | |
Net income | | $ | 3,247 | | $ | 5,043 |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | |
Depreciation and amortization | | | 3,894 | | | 3,450 |
Equity in income of joint ventures | | | (573) | | | (1,528) |
Dividends from joint ventures | | | 1,340 | | | 1,892 |
Stock-based compensation and related net tax benefits | | | 282 | | | 625 |
Current and long-term deferred taxes, net | | | 292 | | | 7 |
Changes in operating assets and liabilities: | | | | | | |
Decrease (increase) in accounts receivable, net | | | 4,396 | | | (1,114) |
Decrease in prepaid taxes | | | 466 | | | 1,449 |
Increase in other operating assets, net | | | (88) | | | (1,953) |
Decrease in accounts payable and other accrued liabilities | | | (3,502) | | | (5,775) |
Increase in other operating liabilities, net | | | 200 | | | 244 |
Net cash provided by operating activities | | | 9,954 | | | 2,340 |
Cash flows used by investing activities: | | | | | | |
Acquisition of property, plant and equipment | | | (1,071) | | | (1,902) |
Acquisition of joint ventures and businesses, net of cash acquired | | | (1,800) | | | - |
Other investing activities, net | | | (719) | | | (453) |
Net cash used by investing activities | | | (3,590) | | | (2,355) |
Cash flows (used) provided by financing activities: | | | | | | |
Net borrowings on revolving credit facility | | | (21) | | | - |
Long-term borrowings - loan | | | 14,000 | | | 4,300 |
Long-term borrowings - repayment | | | (13,000) | | | - |
Dividends paid to stockholders | | | (5,274) | | | (5,229) |
Other financing activities, net | | | 49 | | | (248) |
Net cash used by financing activities | | | (4,246) | | | (1,177) |
| | | | | | |
Effects of foreign currency translation | | | (30) | | | 56 |
| | | | | | |
Net increase (decrease) in cash and cash equivalents | | | 2,088 | | | (1,136) |
Opening balance - cash and cash equivalents | | | 11,184 | | | 17,633 |
Ending balance - cash and cash equivalents | | $ | 13,272 | | $ | 16,497 |
The accompanying notes are an integral part of these financial statements.
LANDAUER, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
December 31, 2013
(Dollars in thousands)
(1)Basis of Presentation and Consolidation
As used herein, the “Company” or “Landauer” refers to Landauer, Inc. and its subsidiaries.
These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2013 and other financial information filed with the Securities and Exchange Commission (the “SEC”).
The accounting policies followed by the Company are set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2013. There have been no changes to the accounting policies for the three month period ended December 31, 2013.
The results of operations for the three month period ended December 31, 2013 are not necessarily indicative of the results to be expected for the full fiscal year. The September 30, 2013 balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America.
In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments necessary for a fair statement of such financial statements. Certain reclassifications have been made in the financial statements for comparative purposes. These reclassifications have no effect on the results of operations or financial position of the Company.
(2)Recent Accounting Pronouncements
In February 2013, the FASB issued new guidance on the presentation of comprehensive income. This guidance requires reclassification adjustments from other comprehensive income to be presented either in the financial statements or in the notes to the financial statements. The standard would not change the current requirements for reporting net income or other comprehensive income in financial statements. However, the guidance would require an entity to provide enhanced disclosures to present separately by component reclassifications out of accumulated other comprehensive income. This guidance was adopted by the Company in the first quarter of fiscal 2014. The adoption did not have a material impact on its consolidated financial statements.
In March 2013, the FASB issued an accounting update that clarifies the applicable guidance for the release of the cumulative translation adjustment when an entity ceases to have a controlling financial interest in a subsidiary or a group of assets that is a business within a foreign entity. The guidance outlines the events when cumulative translation adjustments should be released into net income and is intended by FASB to eliminate some disparity in current accounting practice. This guidance was adopted by the Company in the first quarter of fiscal 2014. The adoption did not have a material impact on its consolidated financial statements.
In July 2013, the FASB issued new guidance to reduce the diversity in presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss or a tax credit carryforward exists. This requires an unrecognized tax benefit to be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, with certain exceptions listed in the guidance. This guidance is effective for the Company in the first quarter of fiscal 2015. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements.
(3)Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in a principal or most advantageous market. Fair value is a market-based measurement that is determined based on inputs, which refer broadly to assumptions that market participants use in pricing assets or liabilities. A fair value hierarchy with three tiers has been established to prioritize the inputs to valuation techniques used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. Level 1 inputs include quoted prices in active markets for identical assets and liabilities. Level 2 inputs consist of observable inputs other than quoted prices in active markets or indirectly observable through corroboration with observable market data. Level 3 inputs are not observable in the market and include management’s own judgments about the assumptions market participants would use in pricing the asset or liability based on the best information available in the circumstances.
As of December 31, 2013 and September 30, 2013, the Company’s financial assets measured and recorded at fair value on a recurring basis were comprised of investments in trading securities, which are reported in other long-term assets. The investments are held in a Rabbi trust for benefits under the Company’s deferred compensation plan. Under the plan, participants designate investment options to serve as the basis for measurement of the notional value of their accounts. The investments include a money market fund and mutual funds that are publicly traded. The fair values of the shares or underlying securities of these funds are based on quoted market prices and, therefore, are categorized as Level 1 in the fair value hierarchy.
Financial assets measured at fair value on a recurring basis are summarized below:
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| | | | | | | | |
| Fair Value Measurements at December 31, 2013 Using |
| Quoted Prices in Active Markets for Identical Assets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Unobservable Inputs
(Level 3) |
Asset Category | | | | | | | | |
Cash equivalents | $ | 118 | | $ | - | | $ | - |
Mutual funds | | 3,473 | | | - | | | - |
Total financial assets at fair value | $ | 3,591 | | $ | - | | $ | - |
| | | | | | | | |
| | | | | | | | |
| Fair Value Measurements at September 30, 2013 Using |
| Quoted Prices in Active Markets for Identical Assets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Unobservable Inputs
(Level 3) |
Asset Category | | | | | | | | |
Cash equivalents | $ | 55 | | $ | - | | $ | - |
Mutual funds | | 2,922 | | | - | | | - |
Total financial assets at fair value | $ | 2,977 | | $ | - | | $ | - |
As of December 31, 2013, the carrying amount of the Company’s long-term debt, which is categorized as Level 1 in the fair value hierarchy, approximated fair value as the stated interest rates were variable in relation to prevailing market rates.
(4)Income per Common Share
Basic net income per share was computed by dividing net income available to common stockholders for the period by the weighted average number of shares of common stock outstanding during the period. Diluted net income per share was computed by dividing net income available to common stockholders for the period by the weighted average number of shares of common stock that would have been outstanding assuming dilution from stock-based compensation awards during the period.
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| | Three Months Ended
December 31, |
(Dollars in Thousands, Except per Share) | 2013 | | 2012 |
Basic Net Income per Share: | | | | | | |
Net income attributed to Landauer, Inc. | | $ | 3,051 | | $ | 4,877 |
Less: Income allocated to unvested restricted stock | | | 46 | | | 31 |
Net income available to common stockholders | | $ | 3,005 | | $ | 4,846 |
Basic weighted average shares outstanding | | | 9,422 | | | 9,336 |
Net income per share - Basic | | $ | 0.32 | | $ | 0.52 |
| | | | | | |
Diluted Net Income per Share: | | | | | | |
Net income attributed to Landauer, Inc. | | $ | 3,051 | | $ | 4,877 |
Less: Income allocated to unvested restricted stock | | | 46 | | | 31 |
Net income available to common stockholder | | $ | 3,005 | | $ | 4,846 |
Basic weighted average shares outstanding | | | 9,422 | | | 9,336 |
Effect of dilutive securities | | | 45 | | | 49 |
Diluted weighted averages shares outstanding | | | 9,467 | | | 9,385 |
Net income per share - Diluted | | $ | 0.32 | | $ | 0.52 |
On December 3, 2013, the Company declared a regular quarterly cash dividend in the amount of $0.55 per share for the fourth quarter of fiscal 2013. The dividends were paid on January 6, 2014 to shareholders of record as of December 23, 2013.
(5)Employee Benefit Plans
The components of net periodic benefit cost for pension and other benefits were as follows:
| | | | | |
| | | | | |
Pension Benefits | Three Months Ended December 31, |
| 2013 | | 2012 |
Interest cost | $ | 375 | | $ | 340 |
Expected return on plan assets | | (377) | | | (365) |
Amortization of net loss | | 48 | | | 108 |
Net periodic benefit cost | $ | 46 | | $ | 83 |
| | | | | |
Other Benefits | Three Months Ended December 31, |
| 2013 | | 2012 |
Service cost | $ | 15 | | $ | 17 |
Interest cost | | 13 | | | 12 |
Amortization of net (gain) loss | | (3) | | | - |
Net periodic benefit cost | $ | 25 | | $ | 29 |
The Company, under the IRS minimum funding standards, has no required contributions to make to its defined benefit pension plan during fiscal 2014.
The Company maintains 401(k) Retirement Savings Plans for certain employees, which may provide for employer matching contributions, and a supplemental defined contribution plan for certain executives, which provides for employer contributions at the discretion of the Company. Amounts expensed for Company contributions under these plans during the first three months of fiscal 2014 and 2013 were $458 and $371, respectively.
(6)Goodwill and Other Intangibles
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | Radiation Measurement | | Medical
Physics | | Medical
Products | | Total |
| | | | | | | | | | | | |
Balance as of September 30, 2013 | | $ | 20,456 | | $ | 22,611 | | $ | 41,369 | | $ | 84,436 |
Increase related to acquisitions, net
of subsequent adjustments for
deferred taxes | | | - | | | - | | | 2,019 | | | 2,019 |
Effects of foreign currency | | | 74 | | | | | | | | | 74 |
Accumulated goodwill impairment charges | | | | | | | | | | | | - |
Goodwill, net as of December 31, 2013 | | $ | 20,530 | | $ | 22,611 | | $ | 43,388 | | $ | 86,529 |
On December 23rd, 2013, the Company acquired a small German distributor on behalf of the Medical Products segment. The preliminary purchase price allocation indicates an increase in customer lists of $772 and an increase in goodwill of $2,019.
Intangible assets for the years ended December 31, were as follows:
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| | | | | | | | | | | | |
| | | December 31, 2013 | | | September 30, 2013 |
| | Gross
Carrying
Amount | | Accumulated
Amortization | | Gross
Carrying
Amount | | Accumulated
Amortization |
| | | | | | | | | | | | |
Customer lists | | $ | 44,865 | | $ | 12,676 | | $ | 43,954 | | $ | 11,639 |
Trademarks and tradenames | | | 2,156 | | | 451 | | | 2,154 | | | 400 |
Licenses and patents | | | 4,214 | | | 1,106 | | | 4,080 | | | 1,009 |
Other intangibles | | | 577 | | | 557 | | | 577 | | | 557 |
Intangible assets | | $ | 51,812 | | $ | 14,790 | | $ | 50,765 | | $ | 13,605 |
(7)Accumulated Other Comprehensive Income (Loss)
Accumulated elements of other comprehensive income (loss) (“AOCI”), net of tax, are included in the stockholders’ equity section of the condensed consolidated balance sheets. Changes in each component of AOCI are as follows:
| | | | | | | | |
| | | | | | | | |
| Foreign Currency Translation Adjustments | | Pension and Postretirement Plans, net of tax | | Total |
Balance at September 30, 2013 | $ | (178) | | $ | (4,278) | | $ | (4,456) |
Other comprehensive income before reclassifications | | (256) | | | - | | | (256) |
Amounts reclassified from accumulated other comprehensive income | | - | | | 165 | | | 165 |
Net current period other comprehensive income | | (256) | | | 165 | | | (91) |
Balance at December 31, 2013 | $ | (434) | | $ | (4,113) | | $ | (4,547) |
Reclassifications out of accumulated other comprehensive income (loss) included in the computation of net periodic benefit costs (refer to Note 5 of the Notes to Consolidated Financial Statements for additional details regarding employee benefit plans) was as follows:
| | | | | |
| | | | | |
Pension and Postretirement Plans | Three Months Ended December 31, |
| 2013 | | 2012 |
Amortization of net loss | $ | 45 | | $ | 108 |
Provision for income taxes | | 120 | | | - |
Total net of tax | $ | 165 | | $ | 108 |
(8)Segment Information
During the first fiscal quarter of 2014, the Company changed the presentation of its reporting segments to separately disclose certain ‘corporate expenses’ that had previously been reported within the Radiation Measurement segment. As a result, the current segment disclosures will reflect three reporting segments: Radiation Measurement, Medical Physics, Medical Products and one functional group: Corporate. The following tables summarize financial information for each reportable segment:
| | | | | | |
| | | | | | |
| | Three Months Ended December 31, |
| | 2013 | | 2012 |
Revenues by segment: | | | | | | |
Radiation Measurement | | $ | 27,741 | | | 26,403 |
Medical Physics | | | 7,739 | | | 7,589 |
Medical Products | | | 2,225 | | | 2,689 |
Consolidated revenues | | $ | 37,705 | | | 36,681 |
| | | | | | |
| | | | | | |
| | Three Months Ended December 31, |
| | 2013 | | 2012 |
Operating income (loss) by segment: | | | | | | |
Radiation Measurement | | $ | 8,579 | | | 9,432 |
Medical Physics | | | 433 | | | 792 |
Medical Products | | | (438) | | | 670 |
Corporate | | | (3,549) | | | (4,167) |
Consolidated operating income | | $ | 5,025 | | | 6,727 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our unaudited consolidated financial condition and results of operations should be read in conjunction with our annual audited consolidated financial statements and related notes thereto. The following discussion includes forward-looking statements that involve certain risks and uncertainties. For additional information regarding forward-looking statements and risk factors, see “Forward-Looking Statements” herein and Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2013.
The preparation of financial statements in conformity with GAAP requires that management make assumptions and estimates that affect the results of operations and the amounts of assets and liabilities reported in the financial statements as well as related disclosures. Critical accounting policies are those that are most important to the portrayal of a company’s financial condition and results, and that require management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. We base our estimates, judgments and assumptions on historical experience and other relevant factors that are believed to be reasonable under the circumstances. In any given reporting period, our actual results may differ from the estimates, judgments and assumptions used in preparing our consolidated financial statements.
Goodwill and Other Intangible Assets
There was no provision for impairment charges during the first three months of fiscal 2014 and fiscal 2013, respectively. The Company will continue to evaluate goodwill and other identified intangible assets for impairment. Goodwill and other identified intangible assets are material components of the Company’s financial statements and impairment charges to the Company’s goodwill or other identified intangible assets in future periods could be material to the Company’s results of operations.
While historical performance and current expectations have resulted in fair values of goodwill and other identified intangible assets in excess of carrying values, if our assumptions are not realized, it is possible that in the future an additional impairment charge may need to be recorded. However, it is not possible at this time to determine if an impairment charge would result or if such a charge would be material. The Company will continue to monitor the recoverability of its remaining goodwill.
For a detailed discussion of the Company’s critical accounting policies, see Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies” in our Annual Report on Form 10-K for the year ended September 30, 2013.
Results of Operations
Comparison of the first fiscal quarter ended December 31, 2013 and the first fiscal quarter ended December 31, 2012
Revenues for the first fiscal quarter of 2014 were $37.7 million, an increase of $1.0 million or 2.7%, compared with revenues of $36.7 million for the first fiscal quarter of 2013. The Radiation Measurement segment experienced an increase of $1.4 million, due primarily to a $1.1 million increase in revenue from international operations. Medical Products segment revenues decreased by $0.5 million due primarily to the decline in the Spherz selling price and shipments.
Cost of sales for the first fiscal quarter of 2014 was $18.2 million, an increase of $1.6 million, or 9.6%, compared with cost of sales of $16.6 million for the first fiscal quarter of 2013. The cost of sales increase was due primarily to increased international expenses of $0.4 million as a result of increased sales, an increase in material costs of $0.5 million and an increase in service costs of $0.3 million.
Selling, general and administrative expenses for the first fiscal quarter of 2014 were $14.5 million, an increase of $1.1 million, or 8.2%, compared with operating expenses of $13.4 million for the first fiscal quarter of 2013. The selling, general and administrative expense increase was due primarily to $1.0 million of increased research and development expenses, primarily attributed to advancement of our next generation dosimetry platform, $0.4 million in increased amortization expense and $0.2 million in increased payroll largely due to new personnel offset by $0.5 million of reduced stock compensation expense from revised estimates consistent with the company’s fiscal 2014 guidance.
Operating income for the first fiscal quarter of 2014 was $5.0 million, a decrease of $1.7 million, or 25.4%, compared with operating income of $6.7 million for the first fiscal quarter of 2013. The decrease in operating income was due to increased research and development costs of $1.0 million, a $0.5 decrease in Spherz revenue, an increase in material costs of $0.5 million, an increase in amortization costs of $0.4 million due to revised intangible life and an increase in services and payroll costs of $0.5 million, offset by $0.7 million of increased international operating income and $0.5 million of reduced stock compensation expense from revised estimates.
Equity in income of joint ventures for the first fiscal quarter of 2014 was $0.6 million, a decrease of $0.9 million, or 60.0%, from the prior year first fiscal quarter amount of $1.5 million, due primarily to decreases of equipment shipments of the RadWatch product largely related with services and associated timing of military funding of defense department budgets.
The effective tax rate for the first fiscal quarter of 2014 and 2013 was 31.5% and 31.1%, respectively. The increase in the effective tax rate was due primarily to a true-up of a prior year pension adjustment.
Net income attributable to Landauer for the first fiscal quarter of 2014 was $3.1 million, a decrease of $1.8 million or 36.7%, compared with net income of $4.9 million in the first fiscal quarter of 2013. The decrease in net income was due to an increase in research and development costs of $1.0 million, a decrease in equity earnings due to timing of $0.9 million, a $0.5 million decrease in Spherz revenue, an increase in material costs of $0.5 million, an increase in amortization costs of $0.4 million and an increase in services and payroll costs of $0.5 million, offset by $0.7 million in international operating income, a decrease of $0.8 million in income taxes and $0.5 million of reduced stock compensation expense from revised estimates.
Earnings before interest, taxes, depreciation and amortization (“EBITDA”) for the first fiscal quarter of 2014 were $9.2 million compared with $11.5 million for the first fiscal quarter of 2013. The decline was due primarily to lower income, lower provision for income taxes offset by slightly higher depreciation. A reconciliation of net income to EBITDA and Adjusted EBITDA is included herein under this Item 2.
Change in Segment Presentation
During the first fiscal quarter of 2014, the Company changed the presentation of its reporting segments to separately disclose certain ‘corporate expenses’ that had previously been reported within the Radiation Measurement segment. As a result, the current segment disclosures will reflect three reporting segments: Radiation Measurement, Medical Physics, Medical Products and one functional group: Corporate.
Radiation Measurement Segment
Radiation Measurement revenues for the first fiscal quarter of 2014 were $27.7 million, an increase of $1.4 million or 5.3%, from the first fiscal quarter of 2013 of $26.4 million. The $1.4 million increase in the fiscal quarter was due primarily to increases in revenues from both equipment and measurement services at international subsidiaries. Operating income for the first fiscal quarter of 2014
was $8.6 million, a decrease of $0.9 million, or 9.6%, compared to operating income of $9.4 million for the first fiscal quarter of 2013. The decrease in operating income was due to increased research and development expenses of $1.0 million, primarily attributed to advancement of our next generation dosimeter and increased materials expenses of $0.3 million, offset by increased international operating income of $0.7 million.
Medical Physics Segment
Medical Physics revenues for the first fiscal quarter of 2014 were $7.7 million, an increase of $0.1 million or 1.3%, as compared to $7.6 million for the first fiscal quarter of 2013. Medical Physics operating income for the first fiscal quarter of 2014 was $0.4 million, or 5.2% of revenues, as compared to $0.8 million, or 10.5% of revenues, in the first fiscal quarter of 2013. The decrease in operating income was partially due to increased staffing in support of the continued advancement of its system-sell initiatives and previously unallocated expense prior to changes in segment presentation.
Medical Products Segment
Medical Products revenues for the first fiscal quarter of 2014 were $2.2 million, a decrease of $0.5 million or 18.5%, compared to $2.7 million for the first fiscal quarter of 2013. Operating loss for the first fiscal quarter of 2014 was $0.4 million, a decrease of $1.1 million, as compared to operating income of $0.7 million for the first fiscal quarter of 2013. The decrease is due primarily to a decrease in revenue of $0.5 million, an increase in amortization of $0.4 million and increased material costs of $0.2 million.
Corporate Selling, General and Administrative Expenses
Corporate selling, general and administrative expenses reflect costs associated with supporting the entire Company, including executive management and administrative functions such as accounting, treasury, legal, human resources, and information technology management, as well as other costs required to support the Company. Corporate expenses for the first fiscal quarter of 2014 were $3.6 million, a decrease of $0.6 million as compared to $4.2 million in the first fiscal quarter of 2013. The decrease was due primarily to $0.5 million of reduced stock compensation expense from revised estimates consistent with the company’s fiscal 2014 guidance.
Fiscal 2014 Outlook
Landauer’s business plan for fiscal 2014 currently anticipates aggregate revenues for the year to be in the range of $140.0 to $160.0 million, and reflects the uncertainty of government funding during fiscal 2014 related to the military equipment sales opportunities the Company has developed. The Company also anticipates that the effective tax rate for the full fiscal year will be within a range of 28% to 32%.
Based upon the above assumptions, the Company anticipates reported net income for fiscal 2014 in the range of $16.0 to $18.0 million and Adjusted EBITDA for fiscal 2014 in the range of $46.0 to $49.0 million.
Liquidity and Capital Resources
Cash provided by operations was $10.0 million and $2.3 million in the first fiscal quarter of 2014 and 2013, respectively. The increase was due primarily to a $5.5 million increase in receivable collections as a result of system go-live normalization following the Company’s IT platform enhancement and other favorable working capital changes of $2.2 million.
Cash used by investing activities for the first fiscal quarter of 2014 was $3.6 million compared to the prior year’s first fiscal quarter amount of $2.4 million. The primary difference was due to a small acquisition of a German distributor on behalf of the Medical Products segment for $1.8 million.
Financing activities for the first fiscal quarter of 2014 were comprised primarily of long-term borrowings on the credit agreement of $14.0 million compared to the previous year’s first fiscal quarter borrowings of $4.3 million, offset by $13.0 million of repayments in the first fiscal quarter of 2014 and no repayments in the previous year’s first fiscal quarter. The Company had $31.0 million of unused availability under its current $175.0 million credit facility, which provides adequate liquidity to meet its current and anticipated obligations. During the first fiscal quarter of 2014 and 2013, the Company funded cash dividends of $5.3 million and $5.2 million, respectively, or $0.55 per share, for cash dividends declared in each fourth fiscal quarter of 2013 and 2012.
Non-GAAP Financial Measures
The tables below include financial measures of EBITDA, Adjusted EBITDA, Adjusted Net Income, and Adjusted Net Income per Diluted Share. These are non-GAAP measures. Management believes that such measures supplement evaluations using operating income, net income, and diluted earnings per share and other GAAP measures, and are a useful indicator for investors. These indicators can help readers gain a meaningful understanding of the Company’s core operating results and future prospects without the effect of non-recurring and non-cash items and the Company’s ability to generate cash flows from operations that are available for taxes, capital expenditures, and debt repayment. Investors should recognize that these non-GAAP measures might not be comparable to similarly titled measures of other companies. These measures should be considered in addition to, and not as a substitute for or superior to, any measure of performance, cash flows or liquidity prepared in accordance with GAAP.
The Company uses these non-GAAP financial measures for internal budgeting and other managerial purposes, such as when publicly providing the Company’s business outlook and as a measurement for potential acquisitions. A limitation associated with Adjusted EBITDA is that it does not reflect the periodic costs of certain capitalized tangible and intangible assets used in generating revenues in the Company’s business. Management evaluates the costs of such tangible and intangible assets through other financial measures such as capital expenditures. Management compensates for these limitations by also relying on the comparable GAAP financial measure of operating income, which includes depreciation and amortization.
These non-GAAP measures may be considered in addition to results prepared in accordance with GAAP, but they should not be considered a substitute for, or superior to, GAAP results. The Company intends to continue to provide these non-GAAP financial measures as part of its future earnings discussions and, therefore, the inclusion of these non-GAAP financial measures will provide consistency in the Company’s financial reporting.
A reconciliation of these non-GAAP measures to the most directly comparable GAAP measures is provided below:
| | | | | |
| |
| Three Months Ended
December 31, |
| 2013 | | 2012 |
Adjusted EBITDA | | | | | |
Net income attributed to Landauer, Inc. | $ | 3,051 | | $ | 4,877 |
Add back: | | | | | |
Interest expense, net | | 789 | | | 932 |
Depreciation and amortization | | 3,894 | | | 3,450 |
Provision for income taxes | | 1,496 | | | 2,274 |
Earnings before interest, taxes, depreciation and amortization (EBITDA) | $ | 9,230 | | $ | 11,533 |
Adjustments: | | | | | |
Non-cash stock based compensation | | 292 | | | 684 |
IT platform enhancements expenses | | - | | | 178 |
Acquisition and reorganization costs | | 111 | | | - |
Sub-total adjustments | | 403 | | | 862 |
Adjusted EBITDA | $ | 9,633 | | $ | 12,395 |
| | | | | |
Adjusted Net Income | | | | | |
Net income attributed to Landauer, Inc. | $ | 3,051 | | $ | 4,877 |
Sub-total adjustments | | 403 | | | 862 |
Income-taxes on adjustments | | (127) | | | (268) |
Adjustments, net | | 276 | | | 594 |
Adjusted, Net Income | $ | 3,327 | | $ | 5,471 |
Adjusted Net Income per Diluted Share | $ | 0.35 | | $ | 0.58 |
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Recent Accounting Pronouncements
See Note 2 to the Consolidated Financial Statements in Item 1 of Part I of this Form 10-Q.
Contractual Obligations
There have been no material changes, outside of the ordinary course of business, in the Company’s outstanding contractual obligations since the end of fiscal year 2013 through December 31, 2013.
Forward-Looking Statements
Certain matters contained in this report, including the information contained under the heading “Fiscal 2014 Outlook,” constitute forward-looking statements that are based on certain assumptions and involve certain risks and uncertainties. These include the following, without limitation: assumptions, risks and uncertainties associated with the Company’s future performance, the Company’s development and introduction of new technologies in general; the ability to protect and utilize the Company’s intellectual property; continued customer acceptance of the InLight technology; the adaptability of optically stimulated luminescence (“OSL”) technology to new platforms and formats; military and other government funding for the purchase of certain of the Company’s equipment and services; the impact on sales and pricing of certain customer group purchasing arrangements; changes in spending or reimbursement for medical products or services; the costs associated with the Company’s research and business development efforts; the usefulness of older technologies and related licenses and intellectual property; 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 services and products; 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, including instability in capital markets which could impact availability of short and long-term financing; the timing and extent of changes in interest rates; the level of borrowings; foreign exchange rates; government regulations; accreditation requirements; changes in the trading market that affect the costs 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. 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, 2013 and other reports filed by the Company, from time to time, with the SEC. The Company does not undertake, and expressly disclaims, any duty to update any forward-looking statement whether as a result of new information, future events or changes in the Company’s expectations, except as required by law.
Item 3.quantitative and Qualitative Disclosures About Market Risk
The Company is exposed to market risk, including changes in foreign currency exchange rates. These risks are set forth in Item 7A “Quantitative and Qualitative Disclosures about Market Risk” of the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2013. The Company believes there have been no material changes in the information provided from the end of the preceding fiscal year through December 31, 2013.
Item 4.Controls and Procedures
Evaluation of Disclosure 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”) (the Company’s principal executive officer and principal financial officer, respectively), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as defined in Rule 13(a)-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures as of December 31, 2013 were effective.
Changes in Internal Control Over Financial Reporting
There were no changes in the Company’s internal control over financial reporting that occurred during the quarterly period ended December 31, 2013 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
The Company is a party, from time to time, to various legal proceedings, lawsuits and other claims arising in the ordinary course of its business. The Company does not believe that any such litigation pending as of December 31, 2013, if adversely determined, would have a material effect on its business, financial position, results of operations, or cash flows.
Item 1A.Risk Factors
Information regarding risk factors are set forth in Item 1A “Risk Factors” of the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2013. The Company believes there have been no material changes in the information provided from the end of the preceding fiscal year through December 31, 2013.
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
The Company’s purchases of its equity securities from the end of the preceding fiscal year through December 31, 2013 includes the deemed surrender of existing shares of Landauer common stock to the Company by stock-based compensation plan participants to satisfy the exercise price or tax liability of employee stock awards at the time of exercise or vesting. These surrendered shares are not part of any publicly announced share repurchase program.
| | | | | | | | |
| | | | | | | | |
Period | Total
Number of Shares
Purchased | | | Average
Price Paid
per Share | | Total Number of
Shares Purchased
as Part of
Publicly
Announced
Plans
or Programs | | Maximum
Number of
Shares that May
Yet be
Purchased
Under the Plans
or Programs |
October 1 - October 31, 2013 | 105 | | $ | 51.26 | | - | | - |
November 1 - November 30, 2013 | 1,426 | | | 47.80 | | - | | - |
December 1 - December 31, 2013 | 3,260 | | | 52.16 | | - | | - |
Quarter ended December 31, 2013 | 4,791 | | $ | 50.84 | | - | | - |
Item 3.Defaults Upon Senior Securities
Not Applicable
Item 4.Mine Safety Disclosures
Not Applicable
Item 5.Other Information
Not Applicable
Item 6.Exhibits
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31.1* | | Certification of William E. Saxelby, President and Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| | |
31.2* | | Certification of Michael K. Burke, Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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32.1* | | Certification of William E. Saxelby, President and Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| | |
32.2* | | Certification of Michael K. Burke, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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101.INS** | | XBRL INSTANCE FILE |
| | |
101.SCH** | | XBRL SCHEMA FILE |
| | |
101.CAL** | | XBRL CALCULATION FILE |
| | |
101.DEF** | | XBRL DEFINITION FILE |
| | |
101.LAB** | | XBRL LABEL FILE |
| | |
101.PRE** | | XBRL PRESENTATION FILE |
| | |
| * Filed herewith |
| ** Furnished with the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2013 |
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 thereunto duly authorized.
8 | | | |
11 | | | |
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| | LANDAUER, INC. | |
| | | |
Date: February 10, 2014 | | /s/ Michael K. Burke | |
| | Michael K. Burke | |
| | Senior Vice President and Chief Financial Officer (Principal Financial Officer) | |
