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, 2008
or
[ ] TRANSITION REPORT pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the transition from ____________ to ___________
Commission File Number 1-9788
LANDAUER, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
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 a large accelerated filer,
an accelerated filer, or a non-accelerated filer. See definition of
"accelerated filer and large accelerated filer" in Rule 12b-2 of the
Exchange Act.
Large accelerated filer [ ] Accelerated filer [ X ]
Non-accelerated filer [ ] (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 Act). Yes [ ] No [ X ]
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 1, 2008
---------------------------- --------------------------
Common stock, $.10 par value 9,279,321
1
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
LANDAUER, INC. AND SUBSIDIARIES
Consolidated Balance Sheets (Unaudited)
(000's, except share amounts)
March 31, September 30,
2008 2007
--------- -------------
ASSETS
- ------
Current assets:
Cash and cash equivalents. . . . . . . . $ 27,044 $ 21,069
Receivables, net of allowances of. . . .
$552 and $531, respectively. . . . . . 23,362 19,750
Inventories. . . . . . . . . . . . . . . 2,645 2,729
Prepaid expenses and other
current assets . . . . . . . . . . . . 1,482 1,112
Prepaid income taxes . . . . . . . . . . -- 1,767
Deferred income taxes. . . . . . . . . . 3,932 4,078
-------- --------
Current assets . . . . . . . . . . . 58,465 50,505
Property, plant and equipment, at cost . . 53,058 50,738
Less: Accumulated depreciation
and amortization . . . . . . . . . (36,173) (34,084)
-------- --------
Net property, plant and equipment. . . . . 16,885 16,654
Equity in joint venture. . . . . . . . . . 5,536 4,978
Goodwill . . . . . . . . . . . . . . . . . 13,390 13,364
Other intangible assets, net of
amortization of $3,842 and $3,521,
respectively . . . . . . . . . . . . . . 5,035 4,963
Dosimetry devices, net of amortization
of $10,301 and $9,392, respectively. . . 4,837 5,345
Deferred income taxes. . . . . . . . . . . 501 333
Other assets . . . . . . . . . . . . . . . 1,397 1,198
-------- --------
$106,046 $ 97,340
======== ========
The accompanying notes are an integral part of these financial statements.
2
LANDAUER, INC. AND SUBSIDIARIES
Consolidated Balance Sheets (Unaudited) (Cont'd.)
(000's, except share amounts)
March 31, September 30,
2008 2007
--------- -------------
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current liabilities:
Accounts payable . . . . . . . . . . . . $ 2,277 $ 1,682
Dividends payable. . . . . . . . . . . . 4,643 4,375
Deferred contract revenue. . . . . . . . 15,310 13,832
Accrued compensation and
related costs. . . . . . . . . . . . . 2,711 3,725
Accrued pension and postretirement
costs. . . . . . . . . . . . . . . . . 306 306
Other accrued expenses . . . . . . . . . 4,147 4,047
-------- --------
Current liabilities. . . . . . . . . 29,394 27,967
Non-current liabilities:
Pension and postretirement
obligations. . . . . . . . . . . . . . 10,118 9,575
Other non-current liabilities. . . . . . 544 -
-------- --------
Non-current liabilities. . . . . . . 10,662 9,575
Minority interest in subsidiary. . . . . 388 288
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;
9,285,004 and 9,210,861 shares
issued and outstanding at March 31,
2008 and September 30, 2007,
respectively . . . . . . . . . . . . . 929 921
Additional paid in capital . . . . . . . 26,298 23,581
Accumulated other comprehensive
income (loss). . . . . . . . . . . . . 638 (509)
Retained earnings. . . . . . . . . . . . 37,737 35,517
-------- --------
Stockholders' equity . . . . . . . . 65,602 59,510
-------- --------
$106,046 $ 97,340
======== ========
The accompanying notes are an integral part of these financial statements.
3
LANDAUER, INC. AND SUBSIDIARIES
Consolidated Statements of Income (Unaudited)
(000's, except per share amounts)
Three Months Ended Six Months Ended
March 31, March 31,
------------------- -------------------
2008 2007 2008 2007
-------- -------- -------- --------
Revenues, net of sales
allowances . . . . . . . $ 23,743 $ 21,633 $ 45,552 $ 41,793
Costs and expenses:
Cost of sales. . . . . . 7,515 7,130 14,716 14,221
Selling, general and
administrative . . . . 6,259 5,550 12,859 11,319
Accelerated depreciation
charges. . . . . . . . 188 - 376 -
-------- -------- -------- --------
13,962 12,680 27,951 25,540
-------- -------- -------- --------
Operating income . . . . . 9,781 8,953 17,601 16,253
Equity in income of
joint venture. . . . . . 362 340 748 687
Other income, net. . . . . 219 167 537 365
-------- -------- -------- --------
Income before taxes. . . . 10,362 9,460 18,886 17,305
Income taxes . . . . . . . 3,866 3,529 7,045 6,459
-------- -------- -------- --------
Income before minority
interest . . . . . . . . 6,496 5,931 11,841 10,846
Minority interest. . . . . 66 (9) 135 47
-------- -------- -------- --------
Net income . . . . . . . . $ 6,430 $ 5,940 $ 11,706 $ 10,799
======== ======== ======== ========
Net income per share:
Basic. . . . . . . . . $ 0.70 $ 0.65 $ 1.27 $ 1.19
======== ======== ======== ========
Weighted average
basic shares
outstanding. . . . . 9,209 9,116 9,184 9,103
======== ======== ======== ========
Diluted. . . . . . . . $ 0.69 $ 0.65 $ 1.27 $ 1.18
======== ======== ======== ========
Weighted average
diluted shares
outstanding. . . . . 9,268 9,184 9,247 9,180
======== ======== ======== ========
The accompanying notes are an integral part of these financial statements.
4
LANDAUER, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Unaudited)
(000's)
Six Months Ended
--------------------
March 31, March 31,
2008 2007
--------- ---------
Cash flows from operating activities:
Net income . . . . . . . . . . . . . . . . . . $ 11,706 $ 10,799
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation . . . . . . . . . . . . . . . . . 3,424 3,718
Amortization . . . . . . . . . . . . . . . . . 322 318
Equity in net income of joint venture. . . . . (748) (687)
Dividends from joint venture . . . . . . . . . 894 560
Stock-based compensation . . . . . . . . . . . 783 382
Tax benefit from stock-based compensation
arrangements . . . . . . . . . . . . . . . . 242 757
Excess tax benefit from stock-based
compensation arrangements. . . . . . . . . . (221) (704)
Increase in accounts receivable, net . . . . . (3,026) (1,168)
Decrease (increase) in prepaid taxes . . . . . 1,767 (1,706)
(Increase) decrease in other current assets. . (158) 6
Increase in dosimetry devices at cost. . . . . (572) (689)
Increase in other long-term assets . . . . . . (745) (239)
Increase in accounts payable and other
current liabilities. . . . . . . . . . . . . 650 297
Decrease in accrued payroll. . . . . . . . . . (1,313) (1,169)
Increase (decrease) in deferred contract
revenue. . . . . . . . . . . . . . . . . . . 1,374 (165)
Increase in long-term liabilities. . . . . . . 658 77
Other operating activities, net. . . . . . . . 136 47
-------- --------
Net cash provided by operating activities. . . 15,173 10,434
Cash flows used by investing activities:
Acquisition of property, plant and equipment . (2,385) (1,940)
-------- --------
Net cash used by investing activities. . . . . (2,385) (1,940)
Cash flows used by financing activities:
Payments on revolving credit facilities. . . . - (1,717)
Dividends paid to minority interest. . . . . . (167) (117)
Dividends paid to stockholders . . . . . . . . (8,987) (8,436)
Proceeds from the exercise of stock
options. . . . . . . . . . . . . . . . . . . 1,931 1,954
Excess tax benefit from stock-based
compensation arrangements. . . . . . . . . . 221 704
-------- --------
Net cash used by financing activities. . . . . (7,002) (7,612)
Effects of foreign currency translation. . . . 189 240
-------- --------
Net increase in cash and cash equivalents. . . 5,975 1,122
Opening balance - cash and cash equivalents. . 21,069 15,420
-------- --------
Ending balance - cash and cash equivalents . . $ 27,044 $ 16,542
======== ========
The accompanying notes are an integral part of these financial statements.
5
LANDAUER, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2008
(1) BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements reflect
the financial position of Landauer, Inc. and subsidiaries ("Landauer" or
"the Company") as of March 31, 2008 and September 30, 2007, and the
consolidated results of operations for each of the three and six-month
periods ended March 31, 2008 and 2007, and cash flows for the six-month
periods ended March 31, 2008 and 2007. In the opinion of management, the
accompanying unaudited consolidated financial statements contain all
adjustments necessary to present fairly the consolidated financial position
of the Company and its consolidated results of operations and cash flows.
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 and six-month periods ended
March 31, 2008 and 2007 are not necessarily indicative of the results to be
expected for the full year. The September 30, 2007 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.
The accounting policies followed by the Company are set forth in the
2007 Landauer Annual Report on Form 10-K. On October 1, 2007, the Company
adopted the provisions of FASB Interpretation No. 48, ACCOUNTING FOR
UNCERTAINTY IN INCOME TAXES ("FIN 48"). Refer to Note 2, "Income Taxes,"
of the consolidated financial statements for additional information.
The sources of revenues for the Company are radiation monitoring and
measurement services including other incidental services and the sale of
radiation monitoring products. The radiation monitoring and measurement
services provided by the Company to its customers are of a continuous
subscription nature. The Company views its business as services provided
to customers over a period of time and the wear period is the period over
which those services are provided. Badge production, wearing of badges,
badge analysis, and report preparation are integral to the benefit that the
Company provides to its customers. These services are provided to
customers on an agreed-upon recurring basis (monthly, bi-monthly or
quarterly) that the customer chooses for the wear period. Revenue is
recognized on a straight-line basis, adjusted for changes in pricing and
volume, over the wear period as the service is continuous and no other
discernible pattern of recognition is evident. Revenues are recognized
over the periods in which the customers wear the badges irrespective of
whether invoiced in advance or in arrears.
Other services incidental to monitoring and measurement augment the
basic services that the Company offers, providing administrative and
informational tools to customers for the management of their radiation
detection programs. Other service revenues are recognized upon delivery of
the reports to customers or as other such services are provided.
The Company sells radiation monitoring products to its customers,
principally InLightTM products, for their use in conducting radiation
measurements or managing radiation detection programs. Revenues from
product sales are generally recognized when shipped.
6
LANDAUER, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited) (Cont'd.)
March 31, 2008
(2) INCOME TAXES
Effective October 1, 2007, the Company adopted the provisions of FASB
Interpretation No. 48, ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES ("FIN
NO. 48"). FIN No. 48 clarifies the accounting for uncertainty in income
taxes by prescribing a recognition threshold and measurement attribute for
the financial statement recognition and measurement of a tax position taken
or expected to be taken in a tax return. FIN No. 48 also provides guidance
on de-recognition, classification, interest and penalties, accounting in
interim periods, disclosure and transition.
Upon adoption of FIN No. 48 on October 1, 2007, the Company
recognized $792,000 in gross unrecognized tax benefits. Of this amount,
$593,000, net of federal benefits, represents the portion that, if
recognized, would impact the Company's effective tax rate. The Company
also recognized approximately a $432,000 decrease to the October 1, 2007,
balance of retained earnings. Subsequent to the adoption of FIN No. 48,
the Company determined that the original calculation of the gross
unrecognized tax benefits was overestimated for a specific state taxing
authority. During the second quarter of the fiscal year ending
September 30, 2008, revisions were made to adjust the amounts of gross
unrecognized tax benefits and the related accrued interest and penalties
associated with this change in estimate. Subsequent to the adjustment, the
Company's gross unrecognized tax benefits related to the adoption of FIN
No. 48 were $521,000. Of the revised FIN No. 48 amount, $392,000, net of
federal benefits, represents the portion that, if recognized, would impact
the Company's effective tax rate. Net of the revision, the impact of the
adoption of FIN No. 48 to the balance of retained earnings was a decrease
of $231,000.
The Company recognizes accrued interest and penalties related to
unrecognized tax benefits in income tax expense. As of October 1, 2007,
the date of adoption of FIN No. 48, the Company had a gross amount of
$78,000 accrued for potential payment of interest and $118,000 accrued for
potential payment of penalties. As a result of the revisions to the gross
unrecognized tax benefits made in the quarter ending March 31, 2008, the
gross amount of interest accrued is $57,000 and the accrual for the
potential payment of penalties is $44,000. The accrued interest and
penalties are included in the unrecognized tax benefits.
As of March 31, 2008, the Company's U.S. income tax returns for 2004
and subsequent years remain subject to examination by the Internal Revenue
Service. The Company has no current on-going examination of any tax year
by the Internal Revenue Service. State income tax returns generally have
statute of limitations for periods between three and five years from the
date of filing. The state of Illinois began an income tax audit in the
second quarter of fiscal 2008 for the fiscal tax years ending September 30,
2004, 2005 and 2006. The audit was completed subsequently in April 2008
with no significant adjustments. For the Company's major foreign
jurisdictions, its tax returns in the UK and France for fiscal years 2005,
2006 and 2007 remain open and subject to examination by taxing officials.
The Company currently does not anticipate that any material change in
the balance of gross unrecognized tax benefits will occur during the next
twelve months.
7
LANDAUER, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited) (Cont'd.)
March 31, 2008
(3) ACCELERATED DEPRECIATION CHARGES
As part of the IT initiative begun in fiscal 2007, management
completed an evaluation of the usefulness of investments made in legacy
information systems' hardware and software. During the third quarter of
fiscal 2007, approximately $2,185,000 was determined to be impaired and
approximately $690,000 of assets was subject to accelerated depreciation.
During the second quarter of fiscal 2008, the Company recorded $188,000 of
accelerated depreciation relating to these assets. These assets are now
fully depreciated as of March 31, 2008.
(4) CASH DIVIDENDS
On February 29, 2008, the Company declared a regular quarterly cash
dividend of $0.50 per share for the second quarter of fiscal 2008. The
dividends were paid on April 4, 2008, to shareholders of record on
March 14, 2008. At March 31, 2008, there were accrued and unpaid dividends
of $4,643,000. Regular quarterly cash dividends of $0.475 per share, or
$1.90 annually, were paid during fiscal 2007.
(5) COMPREHENSIVE INCOME
The components of accumulated other comprehensive income (loss)
included in the accompanying unaudited consolidated balance sheets at
March 31, 2008 and September 30, 2007 consist of net minimum pension
liability adjustments, impact of the adoption of SFAS No. 158 and
adjustments for net losses and prior service cost, and cumulative foreign
currency translation adjustments. The following table sets forth the
Company's comprehensive income and its components for the three and six-
month periods ended March 31, 2008 and 2007 (000's):
Three Months Ended Six Months Ended
March 31, March 31,
------------------- -------------------
2008 2007 2008 2007
-------- -------- -------- --------
Net income . . . . . . . . $ 6,430 $ 5,940 $ 11,706 $ 10,799
Other comprehensive income:
Foreign currency
translation
adjustments. . . . . . 933 140 1,103 245
Defined benefit pension
and postretirement
plans:
Amortization of
prior service
cost . . . . . . . 9 - 18 -
Amortization of
net loss . . . . . 13 - 26 -
-------- -------- -------- --------
Comprehensive income . . . $ 7,385 $ 6,080 $ 12,853 $ 11,044
======== ======== ======== ========
8
LANDAUER, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited) (Cont'd.)
March 31, 2008
(6) INCOME PER COMMON 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, 2008 and 2007 (000's):
Three Months Ended Six Months Ended
March 31, March 31,
------------------- -------------------
2008 2007 2008 2007
-------- -------- -------- --------
Weighted average number
of shares of common
stock outstanding. . . . 9,209 9,116 9,184 9,103
Effect of dilutive
stock-based compensation
awards . . . . . . . . . 59 68 63 77
-------- -------- -------- --------
Weighted average number
of shares of common
stock assuming dilution. 9,268 9,184 9,247 9,180
======== ======== ======== ========
(7) STOCK-BASED COMPENSATION
Stock-based compensation expense, primarily for grants of restricted
stock, totaled approximately $783,000 and $382,000 for the six months ended
March 31, 2008 and 2007, respectively. The total income tax benefit
recognized in the consolidated statements of income related to expense for
stock-based compensation was approximately $316,000 and $153,000 during the
first half of fiscal 2008 and 2007, respectively.
STOCK OPTIONS
No stock options have been granted in fiscal 2008 or 2007. Grants of
stock options in prior fiscal years were granted with an exercise price
equal to the market value of the stock on the date of grant. Expense
related to stock options issued to eligible employees is recognized ratably
over the vesting period. Stock options generally vest over a period of 0
to 4 years and have 10-year contractual terms. A summary of stock option
activity during the six months ended March 31, 2008 is presented below:
Weighted-
Average
Weighted- Remaining
Number Average Contractual Aggregate
of Exercise Term Intrinsic
Options Price (Years) Value
------- --------- ----------- ----------
Outstanding at
October 1, 2007. . . 314,000 $43.07
Exercised. . . . . . . (55,000) 43.22
------- ------
Outstanding at
March 31, 2008 . . . 259,000 $43.02 6.1 $1,897,000
======= ======
Exercisable at
March 31, 2008 . . . 259,000 $43.02 6.1 $1,897,000
======= ======
9
LANDAUER, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited) (Cont'd.)
March 31, 2008
At March 31, 2008, all outstanding stock options were vested and
compensation expense related to stock options was recognized. The
intrinsic value of options exercised totaled approximately $518,000 and
$1,900,000 during the first half of fiscal 2008 and 2007, respectively.
The total income tax benefit recognized in the consolidated statements of
income related to the exercise of stock options was approximately $208,000
and $740,000 during the six-month period ending March 31, 2008 and 2007,
respectively.
RESTRICTED SHARE AWARDS
Restricted share awards consist of performance shares and time vested
restricted stock. Performance shares represent a right to receive shares
of common stock upon satisfaction of performance goals or other specified
metrics. Restricted stock represents a right to receive shares of common
stock upon the passage of a specified period of time. The fair value of
performance shares and restricted stock granted under the Company's 2005
Long-Term Incentive Plan is based on the average of the Company's high and
low stock prices on the date of grant. With the adoption of the Company's
Long-Term Incentive Plan in February 2008, the fair value of performance
shares and restricted stock granted under the new plan is based on the
Company's closing stock price on the date of grant. Compensation expense
for performance shares is recorded ratably over the vesting period,
assuming that achievement of performance goals is deemed probable.
Compensation expense for restricted stock is recognized ratably over the
vesting period. The per share weighted average fair value of restricted
shares, including restricted stock and performance shares, granted during
the six months ended March 31, 2008 and 2007 was $50.85 and $49.33,
respectively.
Restricted stock issued to eligible employees under the Company's
Long-Term Incentive Plans vests, to date, over a period from 6 months to 5
years, and performance shares contingently vest over various periods,
depending on the nature of the performance goal. Restricted share
transactions during the six months ended March 31, 2008 were as follows:
Number of Weighted-
Restricted Average
Share Fair
Awards Value
---------- ---------
Outstanding at October 1, 2007 . . . . . . 42,000 $48.41
Granted. . . . . . . . . . . . . . . . . . 31,000 50.85
Vested . . . . . . . . . . . . . . . . . . (6,000) 47.59
------ ------
Outstanding at March 31, 2008. . . . . . . 67,000 $49.59
====== ======
At March 31, 2008, unrecognized compensation expense related to
restricted share awards totaled approximately $2.0 million and is expected
to be recognized over a weighted average period of 1.4 years. The total
fair value of shares vested during the six-month period ended March 31,
2008 and 2007 were $271,000 and $65,000, respectively.
(8) CREDIT FACILITY
In October 2007, the Company negotiated a credit facility, which
expires on October 31, 2009. The credit facility permits borrowing up to
$15,000,000. To date, no borrowings have been made under this facility.
The Company's previous line of credit was repaid in the second quarter of
fiscal 2007 and was not renewed.
10
LANDAUER, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited) (Cont'd.)
March 31, 2008
(9) PENSION AND POSTRETIREMENT MEDICAL BENEFIT EXPENSES
The components of net periodic benefit cost for pension and retiree
medical plans were as follows (000's):
Pension Other
Benefits Benefits
-------------- -------------
Three Months Ended
March 31,
------------------------------
2008 2007 2008 2007
------ ------ ------ ------
Service cost . . . . . . . . . . . . . . $ 270 $ 277 $ 15 $ 18
Interest cost. . . . . . . . . . . . . . 327 307 21 18
Expected return on plan assets . . . . . (215) (185) - -
Amortization of transition asset . . . . - (1) - -
Amortization of prior service cost
(credit) . . . . . . . . . . . . . . . 37 36 (28) (28)
Amortization of net loss . . . . . . . . 2 4 11 11
Special termination benefits (1) . . . . - 47 - -
------ ------ ------ ------
Net periodic benefit cost. . . . . . . . $ 421 $ 485 $ 19 $ 19
====== ====== ====== ======
Pension Other
Benefits Benefits
-------------- -------------
Six Months Ended
March 31,
------------------------------
2008 2007 2008 2007
------ ------ ------ ------
Service cost . . . . . . . . . . . . . . $ 549 $ 589 $ 30 $ 23
Interest cost. . . . . . . . . . . . . . 659 595 42 39
Expected return on plan assets . . . . . (428) (378) - -
Amortization of transition asset . . . . - (3) - -
Amortization of prior service cost
(credit) . . . . . . . . . . . . . . . 74 75 (56) (56)
Amortization of net loss . . . . . . . . 4 32 22 38
Special termination benefits (1) . . . . - 47 - -
------ ------ ------ ------
Net periodic benefit cost. . . . . . . . $ 858 $ 957 $ 38 $ 44
====== ====== ====== ======
(1) Represents benefit costs arising from the early retirement of the
Company's former chief financial officer.
In accordance with funding requirements to make quarterly payments
for the 2008 plan year, Landauer contributed $148,000 to its pension plan
in January 2008. In October 2007, the Company contributed $124,000 to the
pension plan to fulfill its final funding requirements for the 2007 plan
year.
11
LANDAUER, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited) (Cont'd.)
March 31, 2008
(10) RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In September 2006, the FASB issued SFAS No. 157, "Fair Value
Measurements." SFAS No. 157 defines fair value, establishes a framework for
measuring fair value and expands disclosures about fair value measurements.
SFAS No. 157 applies under other accounting pronouncements that require or
permit fair value measurements. SFAS No. 157 is effective for the Company
for fiscal year 2009. FSP SFAS No. 157-2 delays the effective date of SFAS
No. 157 by one year for nonfinancial assets and nonfinancial liabilities
that are recognized or disclosed at fair value in the financial statements
on a nonrecurring basis. FSP SFAS No. 157-1 amends SFAS No. 157 to exclude
leasing transactions covered by SFAS No. 13. The Company is currently
evaluating the impact of SFAS No. 157 to its financial position, results of
operations and financial disclosures.
In February 2007, the FASB issued SFAS No. 159, "The Fair Value
Option for Financial Assets and Financial Liabilities, including an
Amendment of FASB Statement No. 115." SFAS No. 159 permits entities to
choose to measure many financial instruments and certain other items at
fair value on an instrument-by-instrument basis, with unrealized gains and
losses related to these financial instruments reported in earnings at each
subsequent reporting date. SFAS No. 159 also establishes presentation and
disclosure requirements to facilitate comparisons between companies that
choose different measurement attributes for similar assets and liabilities.
SFAS No. 159 is effective for the Company for fiscal year 2009. The
Company is currently evaluating the impact of SFAS No. 159 to its financial
position, results of operations and financial disclosures.
In March 2007, the FASB ratified the Emerging Issues Task Force
(EITF) Issue No. 06-10, "Accounting for the Deferred Compensation and
Postretirement Benefit Aspects of Collateral Assignment Split-Dollar Life
Insurance Arrangements." The EITF affirmed as a final consensus that an
employer should recognize a liability for the postretirement benefit
related to a collateral assignment split-dollar life insurance arrangement.
The Issue is effective for the Company for fiscal year 2009, including
interim periods within the fiscal year. The Company is currently
evaluating the impact of Issue No. 06-10 to its financial position, results
of operations and financial disclosures.
In December 2007, the FASB issued SFAS No. 141R, "Business
Combinations," and SFAS No. 160 "Noncontrolling Interests in Consolidated
Financial Statements." These standards aim to improve, simplify, and
converge internationally the accounting for and reporting of business
combinations and noncontrolling interests in consolidated financial
statements. The provisions of SFAS No. 141R and SFAS No. 160 are
effective, and should be applied prospectively, for the Company beginning
in fiscal 2010. The Company will apply SFAS No. 141R for any business
combinations beginning in fiscal 2010. The Company is currently evaluating
the impact of SFAS No. 160 to its financial position, results of operations
and financial disclosures.
12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OVERVIEW
- --------
Landauer is a leading provider of analytical services and products to
determine occupational and environmental radiation exposure. For over 50
years, the Company has provided complete radiation dosimetry services to
hospitals, medical and dental offices, universities, national laboratories,
nuclear facilities and other industries in which radiation poses a
potential threat to employees. Landauer's services include the manufacture
of various types of radiation detection monitors, the distribution and
collection of the monitors to and from clients, and the analysis and
reporting of exposure findings. These services are provided to
approximately 69,000 customers representing approximately 1.5 million
individuals in the U.S., Japan, France, the United Kingdom, Brazil, Canada,
China, Australia, Mexico and other countries. In addition to providing
analytical services, the Company may lease or sell dosimetry detectors and
reading equipment to large customers that want to manage their own
dosimetry programs, or into smaller international markets in which it is
not economical to establish a direct service.
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
fiscal 2007 and 2008, Landauer expanded into Australia and Mexico,
respectively. In addition, the Company has developed 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, homeland security and the
military. 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 Company believes pricing in the domestic service market
has become more competitive and opportunities to continue to obtain regular
price increases from its customers may be more limited in the future.
RESULTS OF OPERATIONS FOR THE QUARTER ENDED MARCH 31, 2008
- ----------------------------------------------------------
Revenues for the second quarter of fiscal 2008 were $23,743,000, a
9.8% increase compared to revenues of $21,633,000 for the same quarter in
fiscal 2007. Domestic revenue growth for the second quarter was $939,000
or 5.5%, from moderate gains in the core radiation monitoring business and
increases in InLight product revenue. International revenue increased
$1,170,000 or 26.2%, supported by growth in volume in most regions, led by
sales of InLight badges and equipment, favorable currency exchange rates,
and the addition of a new 56.25% owned subsidiary in Mexico.
The domestic InLight equipment increase was driven primary by a sale
to the Canadian government agency responsible for occupational monitoring
and radiation emergency preparedness for the citizens of Canada. The
Company completed a $2,000,000 contract during the quarter ended March 31,
2008 with the agency, under which $1,850,000 of product was delivered.
Approximately, $1,100,000 of the product delivered requires additional
processing by Landauer to be fully utilized for its intended purpose. Per
the terms of the agreement, the Canadian agency has the option to obtain
additional processing of the dosimetry materials from the Company or to
exchange the materials for finished product. Consistent with the Staff
Accounting Bulletin No. 104 "Revenue Recognition," the Company recorded
$1,100,000 of deferred revenue related to the portion of the sale that
requires additional performance by the Company. The contract also contains
terms for other services, such as training. Revenues for those services
will be recognized as they are provided.
13
Total cost of revenues for the second quarter of fiscal 2008 were
$7,515,000, an increase of $385,000 or 5.4%, compared with cost of revenues
of $7,130,000 for the same quarter in fiscal 2007. Gross margins were
68.3% of revenues for the second quarter of fiscal 2008, compared with the
67.0% reported for the same period in fiscal 2007. The improvement is
primarily a result of increased revenues without a corresponding increase
to the fixed cost structure, as well as lower depreciation expense.
Selling, general and administrative expenses for the second quarter
of fiscal 2008 were $6,259,000 an increase of $709,000, or 12.8%, compared
with expense of $5,550,000 for the second quarter of fiscal 2007. Factors
contributing to the increase in selling, general and administrative costs
include: $300,000 for incentive compensation programs; $275,000 for foreign
operations, primarily related to increased foreign exchange rates; and
$260,000 for sales and marketing resources. These increases were partially
offset by $254,000 in reduced expense spending for our project to
reengineer business processes and to replace the Company's information
technology systems that support improved business relationship management
and the order-to-cash cycle.
As part of the IT initiative begun in fiscal 2007, management
completed an evaluation of the usefulness of investments made in legacy
information systems' hardware and software. During the third quarter of
fiscal 2007, approximately $2,185,000 was determined to be impaired and
approximately $690,000 of assets was subject to accelerated depreciation.
During the quarter the Company recorded $188,000 of accelerated
depreciation relating to these assets.
Resulting operating income for the quarter ended March 31, 2008 was
$9,781,000, an increase of 9.2% compared with $8,953,000 reported in the
same quarter a year ago.
Net other income, including equity in income of joint venture, for
the quarter was $74,000 higher than a year ago, reflecting higher net
interest income. The effective income tax rate for the second quarter of
fiscal 2008 and 2007 was 37.3%. Resulting net income for the quarter ended
March 31, 2008 amounted to $6,430,000, or $0.69 per diluted share, compared
with $5,940,000, or $0.65 per diluted share, for the same quarter in fiscal
2007.
RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED MARCH 31, 2008
- -------------------------------------------------------------
Revenues for the first six months of the fiscal year were
$45,552,000, a 9.0% increase compared to revenues of $41,793,000 for the
same period in fiscal 2007. Domestic revenue growth was $1,513,000 or
4.6%, from gains in the core radiation monitoring business and increases in
InLight product sales, driven by equipment sales to the Canadian government
agency noted in the results of operations for the quarter ended March 31,
2008. International revenue increased $2,246,000, or 24.9%, supported by
growth in volume in most regions, led by InLight badges and equipment,
favorable currency exchange rates, and the addition of a new subsidiary in
Mexico.
The cost of revenues for the first six months of fiscal 2008 were
$14,716,000 an increase of $495,000 or 3.5%, compared with cost of revenues
of $14,221,000 for the same period in fiscal 2007. Gross margins were
67.7% of revenues for the first half of fiscal 2008, compared with the
66.0% reported for the same period in fiscal 2007. The improvement is
primarily a result of increased revenues without a corresponding increase
to the fixed cost structure, as well as lower depreciation expense, for the
six months ended March 31, 2008.
14
Selling, general and administrative expenses for the first six months
of fiscal 2008 were $12,859,000 an increase of $1,540,000, or 13.6%,
compared with expense of $11,319,000 reported for the same period in fiscal
2007. Factors contributing to the increase in selling, general and
administrative costs include: $600,000 for sales and marketing resources;
$472,000 for incentive compensation programs; $390,000 for foreign
operations, primarily relating to increased foreign exchange rates and the
addition of a new subsidiary in Mexico; and $130,000 in increased spending
to re-engineer business processes and to replace the Company's information
technology systems that support improved customer relationship management
and the order-to-cash cycle.
Net other income, including equity in income of joint venture, for
the first six months was $233,000 higher than a year ago, reflecting higher
net interest income. The effective income tax rate for the first half of
fiscal 2008 and fiscal 2007 was 37.3%. Resulting net income for the six
months ended March 31, 2008 amounted to $11,706,000 or $1.27 per diluted
share, compared with $10,799,000 or $1.18 per diluted share, for the same
period in fiscal 2007.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
Landauer generated $5,975,000 in cash during the six months ended
March 31, 2008, resulting in cash on hand of $27,044,000.
Cash flows provided by operating activities for the first half of
2008 were $15,173,000, an increase of $4,739,000, or 45.4%, from fiscal
2007. The increase is due primarily to an increase in net income,
dividends received from Nagase-Landauer, Ltd., and contribution from the
change in the components of working capital, primarily a reduction in
prepaid taxes related to the timing of income tax payments.
Investing activities included acquisitions of property, plant and
equipment in the amounts of $2,385,000 and $1,940,000 for the six months
ended March 31, 2008 and 2007, respectively. Capital expenditures for the
remainder of fiscal 2008 are expected to be approximately $3,000,000 to
$4,000,000, principally for the development and implementation of
supporting software systems. The Company anticipates that funds for these
capital improvements will be provided from operations.
The Company's financing activities were comprised of payments of cash
dividends to shareholders and minority partners, offset partially by
proceeds from the exercise of stock options. During the first six months
of fiscal 2008 and 2007, the Company paid cash dividends of $8,987,000 or
$0.50 per share, and $8,436,000 or $0.475 per share. Such amounts have
been provided from operations.
The Company maintained a credit facility, which expired in March
2007. The Company did not renew the line upon its maturity in March 2007.
In October 2007, the Company negotiated a new credit facility, which
expires on October 31, 2009. The new credit facility permits borrowing up
to $15,000,000 and is described in Note 8, "Credit Facility," of the
consolidated financial statements.
Landauer requires limited working capital for its operations since
many of its customers pay for services in advance. Such advance payments,
reflected on the balance sheet as "Deferred Contract Revenue", amounted to
$15,310,000 and $13,832,000, respectively, as of March 31, 2008 and
September 30, 2007. While these amounts represent approximately 52% and
49% of current liabilities, respectively as of March 31, 2008 and
September 30, 2007, such amounts do not represent a cash obligation.
15
All customers are invoiced in accordance with the Company's standard
terms, with payment generally due thirty days from date of invoice.
Reflecting the Company's invoicing practices and that a significant portion
of the Company's revenues are subject to health care industry reimbursement
cycles, the days of sales outstanding for the Company averaged
approximately 90 and 99 days over the course of the second quarter of
fiscal 2008 and fiscal 2007, respectively.
Landauer also offers radiation monitoring services in the United
Kingdom, Canada, Japan, Brazil, Mexico, China, Australia and France. The
Company's operations in these markets generally do not depend on
significant capital resources.
OUTLOOK FOR BALANCE OF FISCAL 2008
- ----------------------------------
Landauer's business plan for fiscal 2008 forecasted aggregate revenue
growth for the year to be in the range of 4 - 5%. The Company planned a
net income increase in the range of 6 - 8% excluding the $2,875,000
($1,725,000, after tax at a marginal rate of 40%) impact of the fiscal 2007
accelerated depreciation and impairment charges. Based upon the
performance in the first half of the fiscal year and anticipated
performance for the remainder of the year, the Company anticipates that
performance for the full fiscal year 2008 is likely to equate to the upper
end of the planned ranges for revenue and net income.
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. These include the following, without limitation:
assumptions, risks and uncertainties associated with the Company's
development and introduction of new technologies in general; introduction
and customer acceptance of the InLight technology; the adaptability of
optically stimulated luminescence (OSL) technology to new platforms and
formats, such as Luxel<registered trademark>+; the costs associated with
the Company's research and business development efforts; the effectiveness
of changes and upgrades to the Company's information systems; the
usefulness of older technologies; the anticipated results of operations of
the Company and its subsidiaries or ventures; valuation of the Company's
long-lived assets or business units relative to future cash flows; changes
in pricing of products and services; the ability of the Company's products
and services to meet or exceed accreditation requirements; changes in
postal and delivery practices; the Company's business plans; anticipated
revenue and cost growth; the risks associated with conducting business
internationally; other anticipated financial events; the effects of
changing economic and competitive conditions; foreign exchange rates;
government regulations; accreditation requirements; and pending accounting
pronouncements. These assumptions may not materialize to the extent
assumed, and risks and uncertainties may cause actual results to be
different from anticipated results. 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, 2007 and other
reports filed by the Company, from time to time, with the SEC.
16
RECENT ACCOUNTING PRONOUNCEMENTS
- --------------------------------
In September 2006, the FASB issued SFAS No. 157, "Fair Value
Measurements." SFAS No. 157 defines fair value, establishes a framework for
measuring fair value and expands disclosures about fair value measurements.
SFAS No. 157 applies under other accounting pronouncements that require or
permit fair value measurements. SFAS No. 157 is effective for the Company
for fiscal year 2009. FSP SFAS No. 157-2 delays the effective date of SFAS
No. 157 by one year for nonfinancial assets and nonfinancial liabilities
that are recognized or disclosed at fair value in the financial statements
on a nonrecurring basis. FSP SFAS No. 157-1 amends SFAS No. 157 to exclude
leasing transactions covered by SFAS No. 13. The Company is currently
evaluating the impact of SFAS No. 157 to its financial position, results of
operations and financial disclosures.
In February 2007, the FASB issued SFAS No. 159, "The Fair Value
Option for Financial Assets and Financial Liabilities, including an
Amendment of FASB Statement No. 115." SFAS No. 159 permits entities to
choose to measure many financial instruments and certain other items at
fair value on an instrument-by-instrument basis, with unrealized gains and
losses related to these financial instruments reported in earnings at each
subsequent reporting date. SFAS No. 159 also establishes presentation and
disclosure requirements to facilitate comparisons between companies that
choose different measurement attributes for similar assets and liabilities.
SFAS No. 159 is effective for the Company for fiscal year 2009. The
Company is currently evaluating the impact of SFAS No. 159 to its financial
position, results of operations and financial disclosures.
In March 2007, the FASB ratified the Emerging Issues Task Force
(EITF) Issue No. 06-10, "Accounting for the Deferred Compensation and
Postretirement Benefit Aspects of Collateral Assignment Split-Dollar Life
Insurance Arrangements." The EITF affirmed as a final consensus that an
employer should recognize a liability for the postretirement benefit
related to a collateral assignment split-dollar life insurance arrangement.
The Issue is effective for the Company for fiscal year 2009, including
interim periods within the fiscal year. The Company is currently
evaluating the impact of Issue No. 06-10 to its financial position, results
of operations and financial disclosures.
In December 2007, the FASB issued SFAS No. 141R, "Business
Combinations," and SFAS No. 160 "Noncontrolling Interests in Consolidated
Financial Statements." These standards aim to improve, simplify, and
converge internationally the accounting for and reporting of business
combinations and noncontrolling interests in consolidated financial
statements. The provisions of SFAS No. 141R and SFAS No. 160 are
effective, and should be applied prospectively, for the Company beginning
in fiscal 2010. The Company will apply SFAS No. 141R for any business
combinations beginning in fiscal 2010. The Company is currently evaluating
the impact of SFAS No. 160 to its financial position, results of operations
and financial disclosures.
CRITICAL ACCOUNTING POLICIES
- ----------------------------
The critical accounting policies followed by the Company are set
forth in Item 7 and "Summary of Significant Accounting Policies" in the
Notes to Consolidated Financial Statements of the 2007 Landauer Annual
Report on Form 10-K. The Company believes that at March 31, 2008, there
have been no material changes to this information, except for the adoption
of the provisions of FASB Interpretation No. 48, ACCOUNTING FOR UNCERTAINTY
IN INCOME TAXES ("FIN 48"). For additional information refer to Note 2,
"Income Taxes," of the consolidated financial statements.
17
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
The Company is exposed to market risks, including changes in foreign
currency exchange rates. These risks are set forth in Item 7A of the 2007
Landauer Annual Report on Form 10-K. The Company believes there have been
no material changes in such information provided from the end of the
preceding fiscal year through March 31, 2008.
ITEM 4. CONTROLS AND PROCEDURES
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
March 31, 2008 were effective.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
- ----------------------------------------------------
There have been no changes in the Company's internal control over
financial reporting that occurred during the period ended March 31, 2008
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 March 31, 2008, 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 of the
2007 Landauer Annual Report on Form 10-K. There have been no material
changes from the risk factors previously disclosed in the Company's fiscal
2007 Form 10-K.
18
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At its Annual Meeting held on February 7, 2008, the shareholders
voted to re-elect Robert J. Cronin, Richard R. Risk and William E. Saxelby
as directors, each for a term of three years. The voting for each of the
nominees was as follows:
For Withheld
--------- --------
Mr. Cronin 8,641,495 66,792
Mr. Risk 8,490,817 217,470
Mr. Saxelby 8,634,098 74,189
Mr. Risk passed away in March 2008. In addition to Mr. Cronin and
Mr. Saxelby, the directors for the current year are Dr. Gail de Planque,
Stephen C. Mitchell, Thomas M. White and Michael D. Winfield.
The shareholders voted to reappoint PricewaterhouseCoopers LLP as the
Company's auditors for the fiscal year ending September 30, 2008, with
8,682,980 shares voted for, 12,037 shares voted against and 13,270 shares
voted to abstain.
The shareholders voted on a proposal related to the Company's
Incentive Compensation Plan (the "Plan"). The Plan was initially approved
by the Board of Directors on November 8, 2007, subject to shareholder
approval. The Plan was approved by shareholders with 6,306,813 shares
voted for, 470,205 shares voted against, 741,382 shares voted to abstain
and 1,189,887 shares not voted.
ITEM 6. EXHIBITS
Exhibit 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
Exhibit 31.2 Certification of Jonathon M. Singer, Chief
Financial Officer, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit 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
Exhibit 32.2 Certification of Jonathon M. Singer, Chief
Financial Officer, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
Exhibit 10.1 The Landauer, Inc. Incentive Compensation Plan is
incorporated by reference to Exhibit A to the
Proxy Statement on Form DEF 14A for the annual
meeting of stockholders held on February 7, 2008.
Exhibit 10.1 listed above is a management compensatory plan or arrangement
required to be filed as an exhibit hereto pursuant to the requirements of
Item 601 of Regulation S-K.
19
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 9, 2008
/s/ Jonathon M. Singer
------------------------------
Jonathon M. Singer
Senior Vice President, Finance,
Secretary, Treasurer, and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
20