UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 December 31, 2009
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 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 [ ] 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 definition 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 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 January 29, 2010
---------------------------- -------------------------------
Common stock, $.10 par value 9,379,828
1
LANDAUER, INC. AND SUBSIDIARIES
Consolidated Balance Sheets (Unaudited)
(000's, except share amounts)
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
LANDAUER, INC. AND SUBSIDIARIES
Consolidated Balance Sheets (Unaudited)
(000's, except share amounts)
December 31, September 30,
2009 2009
------------ -------------
ASSETS
- ------
Current assets:
Cash and cash equivalents. . . . . . . . $ 18,513 $ 36,493
Receivables, net of allowances of
$697 and $622, respectively. . . . . . 22,001 20,663
Inventories. . . . . . . . . . . . . . . 4,748 4,063
Prepaid expenses and other
current assets . . . . . . . . . . . . 2,612 2,599
Prepaid income taxes . . . . . . . . . . 2,267 3,743
Deferred income taxes. . . . . . . . . . 954 976
-------- --------
Current assets . . . . . . . . . . . 51,095 68,537
Property, plant and equipment, at cost . . . 73,114 67,350
Less: Accumulated depreciation and
amortization . . . . . . . . . . . . . (42,032) (41,199)
-------- --------
Net property, plant and equipment. . . . . . 31,082 26,151
Equity in joint venture. . . . . . . . . . . 6,611 7,421
Goodwill . . . . . . . . . . . . . . . . . . 37,612 13,384
Intangible assets, net of amortization of
$4,806 and $4,595, respectively. . . . . 9,601 3,996
Dosimetry devices, net of amortization of
$12,049 and $11,614, respectively. . . . 4,593 4,583
Other assets . . . . . . . . . . . . . . . . 1,211 1,133
-------- --------
Total Assets . . . . . . . . . . . . $141,805 $125,205
======== ========
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)
December 31, September 30,
2009 2009
------------ -------------
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current liabilities:
Accounts payable . . . . . . . . . . . $ 8,039 $ 5,193
Dividends payable. . . . . . . . . . . 37 4,996
Deferred contract revenue. . . . . . . 15,862 15,632
Accrued compensation and
related costs. . . . . . . . . . . . 2,988 4,876
Accrued pension and postretirement
costs. . . . . . . . . . . . . . . . 346 346
Short-term debt. . . . . . . . . . . . 4,500 -
Other accrued expenses . . . . . . . . 5,907 5,832
-------- --------
Current liabilities. . . . . . . . 37,679 36,875
Non-current liabilities:
Pension and postretirement
obligations. . . . . . . . . . . . . 8,368 8,238
Deferred income taxes. . . . . . . . . 6,810 4,608
Long-term debt . . . . . . . . . . . . 13,500 -
Other non-current liabilities. . . . . 1,206 1,030
-------- --------
Non-current liabilities. . . . . . 29,884 13,876
Stockholders' equity:
Landauer, Inc. 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; 9,431,954 and 9,381,098
shares issued and outstanding
at December 31, 2009 and
September 30, 2009, respectively . . 943 938
Additional paid in capital . . . . . . 31,133 30,834
Accumulated other comprehensive
loss . . . . . . . . . . . . . . . . (1,024) (515)
Retained earnings. . . . . . . . . . . 42,605 42,504
-------- --------
Total Landauer, Inc. stockholders'
equity . . . . . . . . . . . . . 73,657 73,761
Noncontrolling interest. . . . . . . . . 585 693
-------- --------
Total equity . . . . . . . . . . . 74,242 74,454
-------- --------
Total Liabilities and
Stockholders' Equity . . . . . . . . $141,805 $125,205
======== ========
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
--------------------------
December 31, December 31,
2009 2008
------------ ------------
Net Revenues . . . . . . . . . . . . . . . . . . $ 27,234 $ 22,438
Costs and expenses:
Cost of sales. . . . . . . . . . . . . . . . 10,156 7,140
Selling, general and administrative. . . . . 7,804 6,493
Acquisition and reorganization costs . . . . 1,517 -
-------- --------
19,477 13,633
-------- --------
Operating income . . . . . . . . . . . . . . . . 7,757 8,805
Equity in income of joint venture. . . . . . . . 496 420
Other income, net. . . . . . . . . . . . . . . . 5 149
-------- --------
Income before taxes. . . . . . . . . . . . . . . 8,258 9,374
Income taxes . . . . . . . . . . . . . . . . . . 3,017 3,147
-------- --------
Net income . . . . . . . . . . . . . . . . . . . 5,241 6,227
Less: Net income attributed to noncontrolling
interest . . . . . . . . . . . . . . . . . . . 114 85
-------- --------
Net income attributed to Landauer, Inc.. . . . . $ 5,127 $ 6,142
======== ========
Net income per share attributable to
Landauer, Inc. shareholders:
Basic. . . . . . . . . . . . . . . . . . . . $ 0.55 $ 0.66
======== ========
Weighted average basic shares
outstanding. . . . . . . . . . . . . . . . 9,274 9,280
======== ========
Diluted. . . . . . . . . . . . . . . . . . . $ 0.55 $ 0.66
======== ========
Weighted average diluted shares
outstanding. . . . . . . . . . . . . . . . 9,311 9,310
======== ========
The accompanying notes are an integral part of these financial statements.
4
LANDAUER, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Unaudited)
(000's)
Three Months Ended
--------------------------
December 31, December 31,
2009 2008
------------ ------------
Cash flows from operating activities:
Net income . . . . . . . . . . . . . . . . . $ 5,241 $ 6,227
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation . . . . . . . . . . . . . . . . 1,335 1,260
Amortization . . . . . . . . . . . . . . . . 211 154
Equity in net income of joint venture. . . . (496) (420)
Dividends from joint venture . . . . . . . . 1,104 1,062
Stock-based compensation . . . . . . . . . . 251 452
Tax benefit from stock-based compensation
arrangements . . . . . . . . . . . . . . . 694 103
Excess tax benefit from stock-based
compensation arrangements. . . . . . . . . (242) (11)
Decrease (increase) in accounts
receivable, net. . . . . . . . . . . . . . 826 (3,521)
Increase in inventory. . . . . . . . . . . . (603) (846)
Increase in dosimetry devices at cost. . . . (447) (343)
Increase in other long-term assets . . . . . (10) (136)
Increase in accounts payable . . . . . . . . 2,186 1,475
Increase in taxes payable. . . . . . . . . . 1,128 2,430
Decrease in accrued compensation and
related costs. . . . . . . . . . . . . . . (2,055) (2,760)
Decrease in other current liabilities. . . . (448) (905)
Decrease in deferred contract revenue. . . . (1,137) (1,038)
Increase (decrease) in long-term pension
and postretirement obligations . . . . . . 117 (1,816)
Increase in long-term deferred taxes, net. . 760 6
Other operating activities, net. . . . . . . 73 (298)
-------- --------
Net cash provided by operating activities. . 8,488 1,075
Cash flows used by investing activities:
Acquisition of businesses, net of
cash acquired. . . . . . . . . . . . . . . (29,783) -
Acquisition of property, plant and
equipment. . . . . . . . . . . . . . . . . (4,514) (1,343)
-------- --------
Net cash used by investing activities. . . . (34,297) (1,343)
Cash flows used by financing activities:
Borrowings from revolving credit facility. . 18,000 -
Dividends paid to stockholders . . . . . . . (9,985) (9,549)
Dividends paid to noncontrolling interest. . (229) (151)
Proceeds from the exercise of stock
options. . . . . . . . . . . . . . . . . . - 135
Excess tax benefit from stock-based
compensation arrangements. . . . . . . . . 242 11
-------- --------
Net cash used by financing activities. . . . 8,028 (9,554)
Effects of foreign currency translation. . . (199) (554)
-------- --------
Net decrease in cash and cash equivalents. . (17,980) (10,376)
Opening balance - cash and
cash equivalents . . . . . . . . . . . . . 36,493 33,938
-------- --------
Ending balance - cash and cash equivalents . $ 18,513 $ 23,562
======== ========
The accompanying notes are an integral part of these financial statements.
5
LANDAUER, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
December 31, 2009
(Dollars in thousands)
(1) BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements reflect
the financial position of Landauer, Inc. and subsidiaries ("Landauer" or
"the Company"), including businesses acquired during the quarter as
described in Note 2 "Business Combinations", as of December 31, 2009 and
September 30, 2009, and the consolidated results of operations and cash
flows for the three month periods ended December 31, 2009 and 2008. 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. These unaudited interim 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 year ended September 30, 2009
and other financial information filed with the Securities and Exchange
Commission (the "SEC").
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.
Management evaluated material subsequent events through February 8,
2010, the date this Quarterly Report on Form 10-Q which contained the
accompanying financial statements was filed with the SEC. No subsequent
events, which were material to the Company and which required recognition
or disclosure in the financial statements, occurred since December 31,
2009.
The results of operations for the three month periods ended
December 31, 2009 and 2008 are not necessarily indicative of the results to
be expected for the full year. The September 30, 2009 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
Company's Annual Report on Form 10-K for the year ended September 30, 2009.
There have been no changes to the accounting policies for the first quarter
ended December 31, 2009, and all companies acquired conform to the
Company's existing policies.
(2) BUSINESS COMBINATIONS
ACQUISITION OF GLOBAL PHYSICS SOLUTIONS, INC.
On November 9, 2009, Landauer, Inc. completed the acquisition of all
of the issued and outstanding capital stock of Global Physics Solutions,
Inc. ("GPS") for $22,000. Based in Texas, GPS is a nationwide service
provider of clinical physics support, equipment commissioning and
accreditation support, diagnostic equipment testing and educational
services. The Company completed the acquisition of GPS as a platform to
expand into the Medical Physics Services Market and will report the
operating results in the newly formed Medical Physics reporting segment.
6
LANDAUER, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited) (Cont'd.)
December 31, 2009
The consideration transferred included amounts applied by Landauer at
the closing to repay all of the outstanding indebtedness of GPS and to pay
certain costs and expenses incurred by GPS as a result of the transaction.
Landauer also deposited $1,000 of the consideration transferred into an
escrow account to be held for a period of 18 months and applied to the
settlement of the GPS stockholders' indemnification obligations, if any, in
connection with the transaction. The Company funded the consideration
transferred through a combination of borrowings under its credit agreement
and cash on hand.
The following table summarizes the $22,000 of consideration
transferred to acquire GPS and the assets acquired and liabilities assumed
based on their relative fair values as of the date of the acquisition.
Current assets . . . . . . . . . . . . . . . . . . $ 804
Property, plant & equipment. . . . . . . . . . . . 1,040
Intangible assets. . . . . . . . . . . . . . . . . 5,300
Goodwill . . . . . . . . . . . . . . . . . . . . . 17,588
Current liabilities. . . . . . . . . . . . . . . . (918)
Long-term liabilities. . . . . . . . . . . . . . . (250)
Long-term deferred taxes, net. . . . . . . . . . . (1,564)
--------
Total assets acquired and liabilities assumed. . . $ 22,000
========
The excess of the consideration transferred over the fair value of
the net tangible and intangible assets acquired resulted in goodwill of
$17,588, which is primarily attributable to the value of the acquired
assembled workforce and GPS' position as a leading provider in a large
fragmented growth market. The goodwill has been assigned to the newly
formed Medical Physics reporting segment. Approximately $4,230 of goodwill
is expected to be deductible for income tax purposes. The Company
acquired a tradename in the amount of $900 which has an indefinite life,
and $4,400 of customer relationships which will be amortized over 15 years.
In accordance with the business combinations authoritative guidance
adopted by the Company effective October 1, 2009, the Company expensed
acquisition related and reorganization costs of $1,343 during the first
quarter of fiscal 2010 in connection with the purchase of GPS. The
acquired business's revenues of $2,145 and loss of $119 were recognized in
the Company's consolidated financial statements for the period from
November 1, 2009 to December 31, 2009. The revenues and results of
operations of GPS from November 1 to the date of acquisition, November 9,
were not material to the consolidated financial statements.
ACQUISITION OF GAMMADATA MATTEKNIK AB AND LANDAUER PERSONDOSIMETRI AB
On November 2, 2009, Landauer completed the acquisition of all issued
and outstanding capital stock of Gammadata Matteknik AB ("GDM"), a Swedish
provider of radon measurement services. GDM is based near Stockholm, Sweden
and provides measurement services throughout the Scandinavian region and
Europe. On October 2, 2009, Landauer acquired the assets of a dosimetry
service provider in Sweden, now called Landauer Persondosimetri AB ("PDM").
These acquisitions are consistent with Company's strategy to expand into
new international markets, primarily by partnering with existing dosimetry
service providers with a prominent local presence.
7
LANDAUER, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited) (Cont'd.)
December 31, 2009
The consideration transferred for GDM and PDM were $6,603 and $1,085,
respectively. The consideration transferred for each and the identifiable
assets acquired and liabilities assumed based on their relative fair values
as of the date of the acquisitions were as follows:
GDM PDM Total
-------- -------- --------
Current assets . . . . . . . . . . . $ 1,847 $ 205 $ 2,052
Property, plant & equipment. . . . . 214 19 233
Intangible assets. . . . . . . . . . - 596 596
Goodwill . . . . . . . . . . . . . . 6,270 434 6,704
Long-term deferred tax assets. . . . 56 38 94
Current liabilities. . . . . . . . . (1,761) (207) (1,968)
Other long-term liabilities. . . . . (23) - (23)
-------- -------- --------
Total assets acquired and
liabilities assumed. . . . . . . . $ 6,603 $ 1,085 $ 7,688
======== ======== ========
The excess of the consideration transferred over the fair value of
the net tangible and intangible assets acquired resulted in goodwill for
these acquisitions of $6,704, which has been assigned to the Radiation
Monitoring segment. Approximately $434 of goodwill is expected to be
deductible for income tax purposes. The Company acquired customer lists,
the fair value of which was determined to be $596, which will be amortized
over 15 years.
The Company expensed acquisition related and reorganization costs of
$174 during the first quarter of fiscal 2010 for these acquisitions. The
acquired businesses contributed revenues of $1,261 and earnings of $391 to
the Company for the period from their respective dates of acquisition to
December 31, 2009.
UNAUDITED PROFORMA RESULTS
The following unaudited proforma summary presents consolidated
information of the Company as if these business combinations had occurred
on October 1, 2008.
Three months ended December 31, 2009
---------------------------------------------------------
Proforma Adjustments
---------------------------------
Landauer, Landauer,
Inc. GDM and Inc.
Actual Unallocated GPS PDM Proforma
-------- ----------- -------- -------- ---------
Revenues . . . $ 27,234 $ - $ 1,069 $ 2,255 $ 30,558
Net income
attributed
to Landauer,
Inc.. . . . . $ 5,127 $ 1,090 $ (82) $ 93 $ 6,228
-------- -------- -------- -------- --------
8
LANDAUER, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited) (Cont'd.)
December 31, 2009
Three months ended December 31, 2008
---------------------------------------------------------
Proforma Adjustments
---------------------------------
Landauer, Landauer,
Inc. GDM and Inc.
Actual Unallocated GPS PDM Proforma
-------- ----------- -------- -------- ---------
Revenues . . . $ 22,438 $ - $ 1,870 $ 1,643 $ 25,951
Net income
attributed
to Landauer,
Inc.. . . . . $ 6,142 $ (236) $ (12) $ 427 $ 6,321
-------- -------- -------- -------- --------
The unallocated proforma adjustments include estimated interest
expense in connection with debt financing of the acquisitions, forfeiture
of interest income in the first quarter of fiscal 2009 as the cash balances
on which interest was earned were assumed to be used for acquisitions,
elimination of acquisition and reorganization costs in the first quarter of
fiscal 2010 as management does not allocate these costs to either segment
and excludes these costs from its performance review of operating income,
and the income tax impact of the these adjustments. The proforma
adjustments allocated to GPS, GDM and PDM include the estimated
amortization of intangibles and the income tax impact of the proforma
adjustments. The unaudited proforma information is not necessarily
indicative of the results of operations that would have been achieved if
the acquisitions had been effective on October 1, 2008.
(3) ACQUISITION AND REORGANIZATION COSTS
During the first quarter of fiscal 2010, pretax charges totaling
$1,517 were recorded for acquisition related transaction and reorganization
costs in connection with the Company's acquisition of three businesses as
described in Note 2, "Business Combinations". These costs were expensed as
incurred in accordance with business combination authoritative guidance
adopted by the Company on October 1, 2009. Such expenses were primarily
for professional fees with accounting, financial, legal and tax advisors to
support the due diligence, transaction structure and accounting for the
acquisitions. In addition, the charges included $250 in reorganization
costs to strengthen selected roles in the acquired businesses.
(4) GOODWILL AND OTHER INTANGIBLE ASSETS
Changes in the carrying amount of goodwill, by reportable segment,
for the three months ended December 31, 2009 were as follows:
Radiation Medical
Monitoring Physics
---------- --------
Goodwill at September 30, 2009 . . . $ 13,384 $ -
Increase related to acquisitions . . 6,704 17,588
Effects of foreign currency. . . . . (64) -
-------- --------
Goodwill at December 31, 2009. . . . $ 20,024 $ 17,588
======== ========
9
LANDAUER, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited) (Cont'd.)
December 31, 2009
The Company assumed customer lists and tradenames relating to the
business combinations completed during the first quarter of fiscal 2010.
Refer to Note 2, "Business Combinations" for further information. No
impairment of goodwill or other intangible assets was recorded as of
December 31, 2009.
(5) SEGMENT INFORMATION
In connection with the acquisition of GPS, during the first quarter
of fiscal 2010, the Company began to operate in two reportable segments,
Radiation Monitoring and Medical Physics. Historically the Company
operated in the Radiation Monitoring segment exclusively. The factors for
determining the reportable segments include the products and services
offered combined with the nature of the individual business activities, as
well as key financial information reviewed by management.
The Radiation Monitoring segment provides analytical services to
determine occupational and environmental radiation exposure. These
services are provided internationally primarily to hospitals, medical and
dental offices, universities, national laboratories, and nuclear
facilities. Radiation Monitoring activities include the manufacture of
various types of radiation detection monitors, the distribution and
collection of the monitors to and from customers, and the analysis and
reporting of exposure findings. In addition to providing analytical
services, Radiation Monitoring leases or sells dosimetry detectors and
reading equipment.
The Medical Physics segment provides therapeutic and diagnostic
physics services and educational services to domestic hospitals and
radiation therapy centers. Service offerings include clinical physics
support, equipment commissioning, accreditation support, imaging equipment
testing and educational services. These professional services are provided
to customers on-site by skilled physicists.
The Company evaluates performance of the individual segments based
upon, among other metrics, segment operating income or loss. Segment
operating income or loss is segment revenue less segment cost of sales and
segment selling, general and administrative expense. Given the recent
addition of the Medical Physics segment, the Company currently does not
perform allocations between the segments. Corporate expenses for shared
functions, including corporate management, corporate finance and human
resources, are recognized in the Radiation Monitoring segment where they
have historically been reported. In addition, acquisition related
transaction and reorganization costs are not allocated to the segments.
Information about net other income, including interest income and expense,
and income taxes is not provided at the segment level. As the operational
integration activities of the Medical Physics segment progress, including
transaction processing, human resources and benefits administration, and
sales and marketing activities, the Company expects to reevaluate the
allocation of costs if or when these costs become material. The Company
does not intend to allocate acquisition and reorganization costs between
the segments.
10
LANDAUER, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited) (Cont'd.)
December 31, 2009
The following tables summarize financial information for each
reportable segment:
Three Months Ended
December 31,
--------------------
2009 2008
-------- --------
Segment Revenues:
Radiation Monitoring . . . . . . . . . . . . $ 25,089 $ 22,438
Medical Physics. . . . . . . . . . . . . . . 2,145 -
-------- --------
Consolidated revenues. . . . . . . . . . . $ 27,234 $ 22,438
======== ========
Segment Operating Income (Loss):
Radiation Monitoring . . . . . . . . . . . . $ 9,448 $ 8,805
Medical Physics. . . . . . . . . . . . . . . (174) -
Other - acquisition related transaction
and reorganization costs. . . . . . . . . . (1,517) -
-------- --------
Consolidated operating income. . . . . . . $ 7,757 $ 8,805
======== ========
Segment Depreciation and Amortization:
Radiation Monitoring . . . . . . . . . . . . $ 1,437 $ 1,414
Medical Physics. . . . . . . . . . . . . . . 109 -
-------- --------
Consolidated depreciation and
amortization . . . . . . . . . . . . . . $ 1,546 $ 1,414
======== ========
Segment Capital Expenditures for PP&E:
Radiation Monitoring . . . . . . . . . . . . $ 4,470 $ 1,343
Medical Physics. . . . . . . . . . . . . . . 44 -
-------- --------
Consolidated capital expenditures. . . . . $ 4,514 $ 1,343
======== ========
11
LANDAUER, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited) (Cont'd.)
December 31, 2009
The following table summarizes total assets for each reportable
segment:
December 31, September 30,
2009 2009
------------ -------------
Segment Assets:
Radiation Monitoring . . . . . . . . . $116,580 $125,205
Medical Physics. . . . . . . . . . . . 25,225 -
-------- --------
Consolidated assets. . . . . . . . . $141,805 $125,205
======== ========
(6) Income Taxes
The effective tax rate for the first quarter of fiscal 2010 increased
to 36.5% compared with 33.6% for the first fiscal quarter of 2009. The
increase is due primarily to the nondeductibility of certain acquisition
related transaction costs and the elimination of certain tax credits
realized in fiscal 2009.
As of December 31, 2009, the Company's U.S. income tax returns for
2005 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. During June 2009, the State of New York
began an audit of the Company's tax returns for the fiscal years ended
September 30, 2005, 2006, and 2007. The audit remains open, but the
Company does not expect the finalization of the audit to have a material
impact on the financial statements. For the Company's major foreign
jurisdictions, its tax returns in the UK and France for fiscal years 2006
through 2009 remain open and subject to examination by taxing officials.
(7) CASH DIVIDENDS
On November 27, 2009, the Company declared a regular quarterly cash
dividend in the amount of $0.5375 per share for the first quarter of fiscal
2010. The dividend was paid at the end of the first quarter to
stockholders of record on December 11, 2009. Dividends on time based
restricted share awards issued to employees and non-employee directors are
eligible for dividends at the same rate paid to stockholders. The Company
accrues for dividends on performance stock awards, which will be paid upon
the vesting of the related restricted performance stock awards at
September 30, 2011, assuming the performance criteria set forth in the
agreements relating to such awards are met. Regular quarterly cash
dividends of $0.525 per share, or $2.10 per share annually, were paid
during fiscal 2009.
12
LANDAUER, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited) (Cont'd.)
December 31, 2009
(8) STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME
The components of accumulated other comprehensive loss included in
the accompanying unaudited consolidated balance sheets at December 31, 2009
and September 30, 2009 consist of defined benefit pension and
postretirement plan adjustments for net gains, losses and prior service
costs, net defined benefit pension plan curtailment loss, effects of
adoption of new accounting guidance and cumulative foreign currency
translation adjustments. The following table sets forth the Company's
comprehensive income and its components for the three month periods ended
December 31, 2009 and 2008. All items are presented net of tax with the
exception of the defined benefit pension and postretirement plans activity.
Three Months Ended
December 31,
--------------------
2009 2008
-------- --------
Net income . . . . . . . . . . . . . . . . . . . $ 5,241 $ 6,227
Other comprehensive income (loss):
Foreign currency translation
adjustments . . . . . . . . . . . . . . . . (486) 216
Defined benefit pension and
postretirement plans activity . . . . . . . (16) 14
-------- --------
Comprehensive income . . . . . . . . . . . . . . 4,739 6,457
Comprehensive income attributed to
noncontrolling interest. . . . . . . . . . . . (121) (19)
-------- --------
Comprehensive income attributed to
Landauer, Inc. . . . . . . . . . . . . . . . . $ 4,618 $ 6,438
======== ========
13
<table>
LANDAUER, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited) (Cont'd.)
December 31, 2009
Changes in the Company's equity accounts for the three month periods ended December 31, 2009 and 2008 were
as follows:
<caption>
Laudauer, Inc. Shareholders
----------------------------------------------
Accumulated
Other Total Compre-
Additional Compre- Non- Stock- hensive
Common Paid In hensive Retained controlling holders' Income
Stock Capital Loss Earnings Interest Equity (Loss)
---------- ---------- ---------- ---------- ---------- ---------- ----------
<s> <c> <c> <c> <c> <c> <c> <c>
Balance September 30, 2009 . . $ 938 $ 30,834 $ (515) $ 42,504 $ 693 $ 74,454
Stock-based compensation
arrangements . . . . . . . . 5 299 - - - 304
Dividends. . . . . . . . . . . - - - (5,026) (229) (5,255)
Net income . . . . . . . . . . - - - 5,127 114 5,241 $ 5,241
Foreign currency translation
adjustment . . . . . . . . . - - (493) - 7 (486) (486)
Defined benefit pension
and postretirement plans
activity . . . . . . . . . . - - (16) - - (16) (16)
-------- -------- -------- -------- -------- -------- --------
Comprehensive Income . . . . . $ 4,739
========
Balance December 31, 2009. . . $ 943 $ 31,133 $ (1,024) $ 42,605 $ 585 $ 74,242
======== ======== ======== ======== ======== ========
<fn>
14
</table>
<table>
LANDAUER, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited) (Cont'd.)
December 31, 2009
<caption>
Laudauer, Inc. Shareholders
----------------------------------------------
Accumulated
Other Total
Additional Compre- Non- Stock- Compre-
Common Paid In hensive Retained controlling holders' hensive
Stock Capital Income Earnings Interest Equity Income
---------- ---------- ---------- ---------- ---------- ---------- ----------
<s> <c> <c> <c> <c> <c> <c> <c>
Balance September 30, 2008 . . $ 933 $ 28,826 $ 289 $ 39,707 $ 545 $ 70,300
Adoption of new postretire-
ment life insurance
arrangements accounting
guidance . . . . . . . . . . - - - (900) - (900)
Stock-based compensation
arrangements . . . . . . . . - 579 - - - 579
Dividends. . . . . . . . . . . - - - (4,901) (151) (5,052)
Net income . . . . . . . . . . - - - 6,142 85 6,227 $ 6,227
Foreign currency translation
adjustment . . . . . . . . . - - 282 - (66) 216 216
Defined benefit pension
and postretirement plans
activity . . . . . . . . . . - - 14 - - 14 14
-------- -------- -------- -------- -------- -------- --------
Comprehensive Income . . . . . $ 6,457
========
Balance December 31, 2008. . . $ 933 $ 29,405 $ 585 $ 40,048 $ 413 $ 71,384
======== ======== ======== ======== ======== ========
<fn>
15
</table>
LANDAUER, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited) (Cont'd.)
December 31, 2009
(9) 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. Dividends on time based
restricted share awards issued to employees and non-employee directors are
eligible for dividends at the same rate paid to stockholders. The
following table presents the weighted average number of shares of common
stock for the three month periods ended December 31, 2009 and 2008:
Three Months Ended
December 31,
--------------------
2009 2008
-------- --------
Weighted average number of shares
of common stock outstanding. . . . . . . . . . 9,274 9,280
Effect of dilutive securities:
Stock-based compensation awards . . . . . . . 37 30
-------- --------
Weighted average number of shares
of common stock assuming dilution. . . . . . . 9,311 9,310
======== ========
(10) STOCK-BASED COMPENSATION
Stock-based compensation expense totaled $251 and $452 for the three
months ended December 31, 2009 and 2008, respectively. The total income
tax benefit recognized in the consolidated statements of income related to
expense for stock-based compensation was $91 and $182 during the first
quarter of fiscal 2010 and 2009, respectively.
STOCK OPTIONS
The Company has not granted stock options subsequent to fiscal 2005.
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 and directors 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 three months ended December 31,
2009 is presented below:
Weighted-
Average
Number Weighted- Remaining
of Average Contractual Aggregate
Options Exercise Term Intrinsic
(000's) Price (Years) Value
------- --------- ----------- ----------
October 1, 2009. . . . 139 $ 45.06
Exercised. . . . . . . (25) 38.30
---- --------
Outstanding at
December 31, 2009. . 114 $ 45.17 5 $ 1,848
==== ======== ==== ========
Exercisable at
December 31, 2009. . 114 $ 45.17 5 $ 1,848
==== ======== ==== ========
16
LANDAUER, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited) (Cont'd.)
December 31, 2009
As of December 31, 2009, all outstanding stock options were vested
and compensation expense related to stock options was recognized in prior
fiscal years. The intrinsic value of options exercised totaled $581 and
$201 during the first quarter of fiscal 2010 and 2009, respectively. The
total income tax benefit recognized in the consolidated statements of
income related to the exercise of stock options was $210 and $81 during the
three month periods ending December 31, 2009 and 2008, 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 was based on the average of the Company's high and
low stock prices on the date of grant. Since the adoption of the Company's
Incentive Compensation Plan in February 2008, the fair value of performance
shares and restricted stock granted under the new plan has been based on
the Company's closing stock price on the grant date. 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 three months ended December 31, 2009 and 2008 was $62.36 and $51.15,
respectively.
Restricted stock issued to eligible employees and directors 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 three months
ended December 31, 2009 were as follows:
Number of
Restricted Weighted-
Share Average
Awards Fair
(000's) Value
---------- ---------
Outstanding at October 1, 2009 . . . . . . 72 $ 59.89
Granted. . . . . . . . . . . . . . . . . . 44 62.36
Vested . . . . . . . . . . . . . . . . . . (1) 52.09
----- ---------
Outstanding at December 31, 2009 . . . . . 115 $ 60.87
===== =========
As of December 31, 2009, unrecognized compensation expense related to
restricted share awards totaled approximately $4,519 and is expected to be
recognized over a weighted average period of 2.22 years. The total fair
value of shares vested during the three month periods ended December 31,
2009 and 2008 were $26 and $77, respectively.
17
LANDAUER, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited) (Cont'd.)
December 31, 2009
(11) CREDIT FACILITY
In October 2007, the Company negotiated a credit facility, which
originally had an expiration date of October 31, 2009 and permitted
borrowings up to $15,000. In June 2009, the Company amended its credit
agreement. The amendment, among other changes to the original terms,
extended the maturity date to June 16, 2011 and increased the aggregate
amount of funds available to $30,000 subject, with respect to amounts
borrowed in excess of $20,000, to certain criteria outlined in the credit
agreement.
The Company funded the consideration transferred for its first
quarter acquisitions through borrowings under its credit agreement of
$18,000, with the remainder paid from the Company's cash on hand. Under
the credit agreement, the Company elects to pay an annualized interest rate
based on LIBOR plus 2.9%, rather than the agreement's alternative rate of
prime plus 0.47%. At December 31, 2009 the applicable interest rate was
3.15% per annum. Interest expense in the first quarter of fiscal 2010 was
$91. In addition, the Company must maintain a fixed charge coverage ratio,
as calculated pursuant to the terms of the amended credit agreement, as of
the end of each calendar quarter of not less than 1.35 to 1.00, and a
funded debt to earnings before interest, taxes and depreciation and
amortization ("EBITDA") ratio less than or equal to 1.5 to 1.00. As of
December 31, 2009, the Company was in compliance with the covenants
contained in the credit agreement. In January 2010, the Company repaid
approximately $4,500 of its outstanding borrowings.
(12) EMPLOYEE BENEFIT PLANS
The components of net periodic benefit cost for pension and retiree
medical plans were as follows:
Pension Other
Benefits Benefits
-------------- -------------
Three Months Ended
December 31,
-------------------------------
2009 2008 2009 2008
------ ------ ------ ------
Service cost . . . . . . . . . . . . . . $ - $ 268 $ 13 $ 10
Interest cost. . . . . . . . . . . . . . 359 337 16 17
Expected return on plan assets . . . . . (321) (213) - -
Amortization of prior service cost
(credit) . . . . . . . . . . . . . . . - 37 (28) (28)
Amortization of net loss . . . . . . . . 12 2 - 3
------ ------ ------ ------
Net periodic benefit cost. . . . . . . . $ 50 $ 431 $ 1 $ 2
====== ====== ====== ======
During the second quarter of fiscal 2009, the Company redesigned its
retirement benefit plans for U.S. salaried employees to reflect a change in
philosophy from a defined benefit structure to a defined contribution
structure. In conjunction with the changes, the Company made contributions
to its defined benefit pension plan to fund the remainder of the plan's
current unfunded balance. The increased funding has resulted in a decrease
of fiscal 2010 benefit costs compared to the prior year. The Company,
under IRS minimum funding standards, is not required to make contributions
to its defined benefit pension plan during fiscal 2010.
18
LANDAUER, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited) (Cont'd.)
December 31, 2009
As part of the fiscal 2009 redesign, the Company's 401(k) Retirement
Savings Plan was amended to enhance the Company's matching contribution,
along with certain other changes. The Company also adopted a new
supplemental defined contribution plan for certain executives, which allows
participating executives to make voluntary deferrals and provides for
employer contributions at the discretion of the Company. During the first
quarter of fiscal 2010, the Company made contributions to these plans in a
combined amount of approximately $250 for the fiscal 2009 year.
(13) RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In June 2009, the Financial Accounting Standards Board ("FASB")
approved amended guidance for determining whether an entity is a variable
interest entity ("VIE"). The guidance requires an enterprise to perform an
analysis to determine whether a company's variable interest gives it a
controlling financial interest in a VIE. A company would be required to
assess whether it has the power to direct the activities of a VIE that most
significantly impact the entity's economic performance and the obligation
to absorb losses of the entity or the right to receive benefits from the
entity. In addition, ongoing reassessments of whether an enterprise is the
primary beneficiary of a VIE and additional disclosures about an
enterprise's involvement in VIEs are required. The new guidance is
effective for fiscal years beginning on or after November 15, 2009. The
Company is currently evaluating the impact of this new guidance to its
financial position, results of operations and financial disclosures.
In September 2009, the FASB approved the issuance of new guidance for
arrangements with multiple deliverables and arrangements that include
software elements. By providing another alternative for determining the
selling price of deliverables, the new guidance will allow companies to
allocate arrangement consideration in multiple deliverable arrangements in
a manner that better reflects the transaction's economics and will often
result in earlier revenue recognition. In addition, the residual method of
allocating arrangement consideration is no longer permitted under the new
guidance. The new guidance for arrangements that include software elements
removes non-software components of tangible products and certain software
components of tangible products from the scope of existing software revenue
guidance, resulting in the recognition of revenue similar to that for other
tangible products. The new guidance requires expanded qualitative and
quantitative disclosures. The new guidance is effective for fiscal years
beginning on or after June 15, 2010. The guidance may be applied either
prospectively from the beginning of the fiscal year for new or materially
modified arrangements or retrospectively. The Company is currently
evaluating the impact of this new guidance to its financial position,
results of operations and financial disclosures.
(14) RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS
Effective June 30, 2009, the Company adopted the new general
standards of accounting for and disclosure of events that occur after the
balance sheet date but before financial statements are issued or are
available to be issued. The standards require disclosure of the date
through which an entity has evaluated subsequent events and the basis for
that date. The adoption of the standards did not impact the consolidated
financial statements for the quarter ended December 31, 2009.
19
LANDAUER, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited) (Cont'd.)
December 31, 2009
Effective for the Company's financial statements issued for the
fiscal year ending September 30, 2009, the Company adopted the FASB
Accounting Standards Codification. The FASB established the Codification as
the source of authoritative accounting principles recognized by the FASB to
be applied by nongovernmental entities in the preparation of financial
statements in accordance with generally accepted accounting principles in
the United States. Rules and interpretive releases of the SEC under
authority of federal securities laws are also sources of authoritative U.S.
GAAP for SEC registrants. The Codification supersedes all prior accounting
standard documents, and all other nongrandfathered non-SEC accounting
literature not included in the Codification became nonauthoritative. The
Codification does not change or alter existing U.S. GAAP and, therefore,
did not have any impact on the Company's consolidated financial statements.
Effective October 1, 2009, the Company adopted guidance that amends
the accounting for business combinations, and the accounting and reporting
for a noncontrolling interest in a subsidiary. The amended guidance aims to
improve, simplify, and converge internationally the accounting for and
reporting of business combinations and noncontrolling interests in
consolidated financial statements. The Company applied the amended guidance
for business combinations to its fiscal 2010 first quarter acquisitions of
GPS, GDM and PDM. Refer to Note 2, "Business Combinations", for additional
disclosures regarding the business combinations. Upon adoption of the
guidance for a noncontrolling interest, the Company reclassified amounts
formerly presented as minority interest to noncontrolling interest as a
separate component of stockholders equity in the consolidated balance
sheets and as net income attributable to noncontrolling interest in the
consolidated statements of income.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
OVERVIEW
Landauer is a leading provider of analytical services 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 67,000 customers
representing approximately 1.6 million individuals in the U.S., Japan,
France, the United Kingdom, Brazil, Canada, China, Australia, Mexico,
Sweden 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. Through its Global Physics Solutions, Inc. ("GPS")
subsidiary, which was acquired in November 2009, the Company provides
therapeutic and diagnostic physics services and educational services to the
domestic medical physics community.
20
Landauer's radiation monitoring business is a mature business, and
growth in numbers of customers is modest. In recent years, the Company's
strategy has been to expand into new international markets, primarily by
partnering with existing dosimetry service providers with a prominent local
presence. In addition, the Company has been developing new platforms and
formats for its OSL technology, such as InLight, to gain access to markets
where the Company previously did not have a significant presence, such as
smaller in-house and commercial laboratories, nuclear power facilities,
tactical military monitoring and hospitals to support monitoring of patient
exposure to radiation. Revenue growth in recent years has occurred as a
result of entry into new markets through joint ventures and acquisitions,
modest unit growth, sale of InLight equipment and badges, and new ancillary
services and products. The Company believes pricing in the domestic market
has become more competitive and opportunities to continue to obtain regular
price increases from its customers may be more limited in the future.
On November 9, 2009, the Company completed the acquisition of GPS.
Based in Texas, with operations throughout the Midwest and Texas, GPS is
the leading nationwide provider of medical physics services to hospitals
and radiation therapy centers. Medical physics services is a large
fragmented market. Market growth is expected to be driven by: the
utilization of radiation in the provision of healthcare; trends towards
outsourcing of services in healthcare settings; and, a tightening domestic
supply of qualified medical physicists. Also, in November 2009, Landauer
completed the acquisition of Gammadata Matteknik AB ("GDM"), a Swedish
provider of radon measurement services. GDM is based near Stockholm, Sweden
and provides measurement services throughout the Scandinavian region and
Europe. In October 2009, Landauer acquired a dosimetry service in Sweden,
now called Landauer Persondosimetri AB ("PDM").
RESULTS OF OPERATIONS FOR THE QUARTER ENDED DECEMBER 31, 2009
(DOLLAR AMOUNTS IN THOUSANDS)
In connection with the acquisition of GPS, during the first quarter
of fiscal 2010, the Company began to operate in two reportable segments,
Radiation Monitoring and Medical Physics. Historically the Company
operated in the Radiation Monitoring segment exclusively. The Company
evaluates performance of the individual segments based upon, among other
metrics, segment operating earnings or loss. Segment operating income or
loss is segment revenue less segment cost of sales and segment selling,
general and administrative expenses. Given the recent addition of the
Medical Physics segment, the Company currently does not perform allocations
between the segments. Corporate expenses for shared functions, including
corporate management, corporate finance and human resources, are recognized
in the Radiation Monitoring segment where they have historically been
reported. The Company anticipates as it progresses along the integration
of among other areas: transaction processing, human resources and benefits
administration and business development activities the degree of expense
allocation between the segments may change. See Note 5, "Segment
Information", for additional information on the Company's reportable
segments.
Current year segment performance is discussed with the consolidated
results of operations due to the lack of comparability for the new Medical
Physics segment.
Revenues for the first quarter of fiscal 2010 were $27,234, a 21.4%
increase compared to revenues of $22,438 for the same quarter in fiscal
2009. Domestic revenue increased in the first quarter by $1,452, or 8.5%.
The increase in domestic revenue is driven by the contribution from the
Medical Physics segment of $2,145, offset by declines in domestic Radiation
Monitoring revenue. The decline in the domestic radiation monitoring
business is a result of reduced demand in the Homebuyer's radon monitoring
business due to the weakness in the housing market and declines in
occupational monitoring badges and ancillary services primarily related to
customer workforce reductions driven by the impact of the economy.
International revenue growth was $3,343, or 62.2%, driven by: contributions
21
from GDM and PDM of $1,261; the sale of badges and service to
Nagase-Landauer to support its fiscal 2010 transition of the Japanese
service market from the current Luxel badge to a next generation badge
based upon the InLight platform of $1,173; the strengthening of most
foreign currencies against the dollar; and growth in volume in most
regions.
Total cost of sales for the first quarter of fiscal 2010 was $10,156,
an increase of $3,016, or 42.2%, compared with cost of sales of $7,140 for
the same quarter in fiscal 2009. The addition of the Medical Physics
segment contributed $1,613 of the increase in cost of sales. Gross margins
were 62.8% of revenues for the first quarter of fiscal 2010, compared with
the 68.2% reported for the same period in fiscal 2009. The decline in
gross margin rate is primarily a result of revenue mix due to the increased
contribution of lower margin Medical Physics revenue of 25.4% and the sale
of InLight badges to the Company's joint venture, Nagase-Landauer, at
approximately cost.
Selling, general and administrative expense for the first quarter of
fiscal 2010 was $7,804, an increase of $1,311, or 20.2%, compared with
expense of $6,493 for the first quarter of fiscal 2009. The primary
factors contributing to the increase in selling, general and administrative
expense include: $706 increase from the Medical Physics segment; $563
increase related to foreign acquired companies and the impact of the
strengthening of most foreign currencies against the dollar; and $130 of
increased expense spending to replace the Company's information technology
systems that support customer relationship management and the order-to-cash
cycle.
In conjunction with the acquisitions completed during the quarter,
the Company incurred $1,517 ($1,120, after-tax) of acquisition related
transaction and reorganization costs. The transaction costs of
approximately $1,267 were primarily for professional fees with accounting,
financial, legal and tax advisors to support the due diligence, transaction
structure and accounting for the acquisitions. The reorganization costs of
$250 were severance costs to support changes in selected roles in the GPS
organization.
Resulting operating income for the quarter ended December 31, 2009
was $7,757, a decline of 11.9% compared with $8,805 reported in the same
quarter a year ago. For the fiscal 2010 quarter, the Medical Physics
segment had an operating loss of $174, and the Radiation Monitoring segment
had operating income of $9,448 and, as indicated above, the Company
incurred $1,517 of acquisition related transaction and reorganization costs
which were not allocated to either segment.
Net other income, including equity in income of joint venture, for
the quarter was $68 lower than a year ago, primarily reflecting increased
interest expense on the outstanding borrowings to support the acquisitions
completed during the quarter.
The effective income tax rate for the first quarter of fiscal 2010
and 2009 were 36.5% and 33.6%, respectively. The increase is due primarily
to the non-deductibility of certain acquisition related transaction costs
and the elimination of certain research and development credits realized
during fiscal 2009.
Resulting net income for the quarter ended December 31, 2009 amounted
to $5,127, or $0.55 per diluted share, compared with $6,142, or $0.66 per
diluted share, for the same quarter in fiscal 2009. The fiscal 2010 net
income was reduced by the effect of the acquisition related transaction and
reorganization costs in the amount of $1,120 after-tax, or $0.12 per
diluted share.
22
LIQUIDITY AND CAPITAL RESOURCES
Cash flows provided by operating activities for the first fiscal
quarter of 2010 were $8,488, an increase of $7,413, from fiscal 2009. The
increase is due to a non-recurring payment to the Company's defined benefit
pension plan to increase funding in the prior year period and changes in
the components of working capital primarily driven by increases in accounts
payable and reductions in accounts receivable in the current fiscal year.
During the 2007 fiscal year, the Company initiated a project to
replace its information technology systems. The project has extended
beyond its initial timeline and planned costs due to increased
customization of the software to capture the unique business requirements
of the Company. The total project cost is estimated currently to be
approximately $29,000 to $31,000 and is targeted currently to be completed
during calendar 2010.
Investing activities included $29,783 for acquisitions, as described
in Note 2, "Business Combinations". In addition, the Company had
acquisitions of property, plant and equipment in the amounts of $4,514 and
$1,343 for the three months ended December 31, 2009 and 2008, respectively.
Approximately $2,700 of the increase was capital spending for the Company's
systems initiative. Capital expenditures for the remainder of fiscal 2010
are expected to be approximately $7,000 to $9,000. The Company anticipates
that funds for these capital improvements will be provided from operations.
The Company's financing activities were comprised primarily of
borrowings to support acquisitions and the payments of cash dividends to
shareholders. During the first quarter of fiscal 2010, the Company funded
cash dividends of $9,985, or $0.5375 per share for the first quarter of
fiscal 2010 and $0.525 per share for the fourth quarter of fiscal 2009.
During the first quarter of fiscal 2009, the Company paid cash dividends of
$9,549. Such amounts have been provided from operations.
The Company funded the consideration transferred for its fiscal 2010
first quarter acquisitions through borrowings under its credit agreement of
$18,000, with the remainder paid from the Company's cash on hand. As
described in Note 11, "Credit Facility", to the financial statements, the
Company amended its credit agreement in June 2009, which originally had an
expiration date of October 31, 2009 and permitted borrowings up to $15,000.
The amendment, among other changes to the original terms, extended the
maturity date to June 16, 2011 and increased the aggregate amount of funds
available to $30,000 subject, with respect to amounts borrowed in excess of
$20,000, to certain criteria outlined in the credit agreement. Under the
credit agreement, the Company elects to pay an annualized interest rate
based on LIBOR plus 2.9%, rather than the agreement's alternative rate of
prime plus 0.47%. At December 31, 2009 the applicable interest rate was
3.15% per annum. In addition, the Company must maintain a fixed charge
coverage ratio, as calculated pursuant to the terms of the amended credit
agreement, as of the end of each calendar quarter of not less than 1.35 to
1.00, and a funded debt to EBITDA ratio less than or equal to 1.5 to 1.00.
As of December 31, 2009, the Company was in compliance with the covenants
contained in the credit agreement. In January 2010, the Company repaid
$4,500 of its outstanding borrowings. Such amounts have been classified in
short-term debt in the accompanying balance sheets.
In the opinion of management, cash flows from operations and the
Company's borrowing capacity under its credit facility are adequate for
projected operations and capital spending programs, as well as continuation
of the regular cash dividend program. From time to time, the Company may
have the opportunity to make investments for acquisitions or other
purposes, and borrowings can be made under the current credit facility to
fund such investments.
23
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
$15,862 and $15,632, respectively, as of December 31, 2009 and
September 30, 2009. While these amounts represent approximately 42% of
current liabilities for both December 31, 2009 and September 30, 2009, such
amounts do not represent a cash obligation.
Landauer also offers radiation monitoring services in Australia,
Brazil, Canada, China, France, Japan, Mexico, Sweden and the United
Kingdom. The Company's operations in these markets generally do not depend
on significant capital resources.
The Company is exposed to market risk, including changes in foreign
currency exchange rates. The financial statements of the Company's
non-U.S. subsidiaries are remeasured into U.S. dollars using the U.S.
dollar as the reporting currency. The market risk associated with foreign
currency exchange rates has historically been immaterial in relation to the
Company's financial position, results of operations, or cash flows.
OUTLOOK FOR BALANCE OF FISCAL 2010
Landauer's business plan for fiscal 2010 includes projections
currently for aggregate revenue growth for the year to be in the range of
25 to 30 percent, with the recently completed acquisitions contributing 20
to 23 percent of the growth. The business plan includes expense spending
of $2,500 to $3,500 to support the completion of the Company's systems
initiative, which is currently planned to be completed during calendar
2010. The Company projects a net income increase in the range of 4 to 8
percent, excluding the impact of acquisition related transaction and
reorganization costs in fiscal 2010 and the fiscal 2009 after tax impact of
pension curtailment and transition costs and reorganization costs of
$1,800.
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; continued
customer acceptance of the InLight technology; the adaptability of
optically stimulated luminescence (OSL) technology to new platforms and
formats; the costs associated with the company's research and business
development efforts; the usefulness of older technologies; the
effectiveness of and costs associated with the Company's IT platform
enhancements; the anticipated results of operations of the company and its
subsidiaries or ventures; valuation of the company's long-lived assets or
business units relative to future cash flows; changes in pricing of
products and services; changes in postal and delivery practices; the
company's business plans; anticipated revenue and cost growth; the ability
to integrate the operations of acquired businesses and to realize the
expected benefits of acquisitions; the risks associated with conducting
business internationally; costs incurred for potential acquisitions or
similar transactions; other anticipated financial events; the effects of
changing economic and competitive conditions; foreign exchange rates;
government regulations; accreditation requirements; changes in the trading
market that affect the cost of obligations under the Company's benefit
plans; and pending accounting pronouncements. These assumptions may not
materialize to the extent assumed, and risks and uncertainties may cause
actual results to be different from 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
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the Company's Annual Report on Form 10-K for the year ended September 30,
2009 and other reports filed by the Company, from time to time, with the
SEC.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In June 2009, the Financial Accounting Standards Board ("FASB")
approved amended guidance for determining whether an entity is a variable
interest entity ("VIE"). The guidance requires an enterprise to perform an
analysis to determine whether a company's variable interest gives it a
controlling financial interest in a VIE. A company would be required to
assess whether it has the power to direct the activities of a VIE that most
significantly impact the entity's economic performance and the obligation
to absorb losses of the entity or the right to receive benefits from the
entity. In addition, ongoing reassessments of whether an enterprise is the
primary beneficiary of a VIE and additional disclosures about an
enterprise's involvement in VIEs are required. The new guidance is
effective for fiscal years beginning on or after November 15, 2009. The
Company is currently evaluating the impact of this new guidance to its
financial position, results of operations and financial disclosures.
In September 2009, the FASB approved the issuance of new guidance for
arrangements with multiple deliverables and arrangements that include
software elements. By providing another alternative for determining the
selling price of deliverables, the new guidance will allow companies to
allocate arrangement consideration in multiple deliverable arrangements in
a manner that better reflects the transaction's economics and will often
result in earlier revenue recognition. In addition, the residual method of
allocating arrangement consideration is no longer permitted under the new
guidance. The new guidance for arrangements that include software elements
removes non-software components of tangible products and certain software
components of tangible products from the scope of existing software revenue
guidance, resulting in the recognition of revenue similar to that for other
tangible products. The new guidance requires expanded qualitative and
quantitative disclosures. The new guidance is effective for fiscal years
beginning on or after June 15, 2010. The guidance may be applied either
prospectively from the beginning of the fiscal year for new or materially
modified arrangements or retrospectively. The Company is currently
evaluating the impact of this new guidance to its financial position,
results of operations and financial disclosures.
RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS
Effective June 30, 2009, the Company adopted the new general
standards of accounting for and disclosure of events that occur after the
balance sheet date but before financial statements are issued or are
available to be issued. The standards require disclosure of the date
through which an entity has evaluated subsequent events and the basis for
that date. The adoption of the standards did not impact the consolidated
financial statements for the quarter ended December 31, 2009.
Effective for the Company's financial statements issued for the
fiscal year ending September 30, 2009, the Company adopted the FASB
Accounting Standards Codification. The FASB established the Codification as
the source of authoritative accounting principles recognized by the FASB to
be applied by nongovernmental entities in the preparation of financial
statements in accordance with generally accepted accounting principles in
the United States. Rules and interpretive releases of the SEC under
authority of federal securities laws are also sources of authoritative U.S.
GAAP for SEC registrants. The Codification supersedes all prior accounting
standard documents, and all other nongrandfathered non-SEC accounting
literature not included in the Codification became nonauthoritative. The
Codification does not change or alter existing U.S. GAAP and, therefore,
did not have any impact on the Company's consolidated financial statements.
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Effective October 1, 2009, the Company adopted guidance that amends
the accounting for business combinations, and the accounting and reporting
for a noncontrolling interest in a subsidiary. The amended guidance aims to
improve, simplify, and converge internationally the accounting for and
reporting of business combinations and noncontrolling interests in
consolidated financial statements. The Company applied the amended guidance
for business combinations to its fiscal 2010 first quarter acquisitions of
GPS, GDM and PDM. Refer to Note 2, "Business Combinations", for additional
disclosures regarding the business combinations. Upon adoption of the
guidance for a noncontrolling interest, the Company reclassified amounts
formerly presented as minority interest to noncontrolling interest as a
separate component of stockholders equity in the consolidated balance
sheets and as net income attributable to noncontrolling interest in the
consolidated statements of income.
CRITICAL ACCOUNTING POLICIES
The critical accounting policies followed by the Company are set
forth in Item 7 "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and in "Summary of Significant
Accounting Policies" in the Notes to Consolidated Financial Statements of
the Company's Annual Report on Form 10-K for the year ended September 30,
2009. The Company believes that at December 31, 2009, there have been no
material changes to this information.
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 year ended September 30, 2009.
The Company believes there have been no material changes in the information
provided from the end of the preceding fiscal year through December 31,
2009.
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. Management's assessment excluded GPS, GDM and
PDM, which were acquired by Landauer, Inc. during the first quarter of
fiscal 2010.
GPS' total assets and total revenues represented approximately 18%
and 8%, respectively, of consolidated total assets and consolidated total
net revenues of the Company as of and for the three month period ended
December 31, 2009. GDM and PDM, combined, contributed approximately 7% and
5%, respectively, of consolidated total assets and consolidated total net
revenues of the Company as of and for the three month period ended
December 31, 2009. The exclusion of these acquired businesses is in
accordance with the SEC's general guidance that an assessment of a recently
acquired business may be omitted from management's scope in the year of
acquisition. Based upon that evaluation, the Company's CEO and CFO
concluded that the Company's disclosure controls and procedures as of
December 31, 2009 were effective.
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CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
Management is in the process of integrating GPS, GDM and PDM
operations and internal controls and procedures. The Company intends to
extend its Section 404 compliance program under the Sarbanes-Oxley Act of
2002 and the applicable rules and regulations under such Act to include
GPS, GDM and PDM by September 30, 2010. There were no other changes in the
Company's internal control over financial reporting that occurred during
the quarterly period ended December 31, 2009 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, 2009, 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 year ended
September 30, 2009. The Company believes there have been no material
changes from the risk factors previously disclosed in the Company's Annual
Report on Form 10-K for the year ended September 30, 2009.
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
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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.
LANDAUER, INC.
Date: February 8, 2010
/s/ Jonathon M. Singer
-----------------------------------
Jonathon M. Singer
Senior Vice President, Treasurer,
and Secretary
(Principal Financial and
Accounting Officer)
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