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 March 31, 2011
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 definitions of "large accelerated filer," "accelerated
filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ X ]
Non-accelerated filer [ ] Smaller reporting Company [ ]
(Do not check if a smaller
reporting company)
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [ X ]
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 April 28, 2011
---------------------------- -----------------------------
Common stock, $.10 par value 9,420,940
1
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
LANDAUER, INC. AND SUBSIDIARIES
Consolidated Balance Sheets (Unaudited)
March 31, September 30,
(Dollars in Thousands) 2011 2010
---------------------- --------- -------------
ASSETS
------
Current assets:
Cash and cash equivalents. . . . . . . . . $ 6,259 $ 7,659
Receivables, net of allowances of
$897 and $852, respectively. . . . . . . 28,142 23,702
Inventories. . . . . . . . . . . . . . . . 7,605 6,865
Prepaid income taxes . . . . . . . . . . . 278 5,403
Prepaid expenses and other current assets. 2,672 2,528
-------- --------
Current assets . . . . . . . . . . . 44,956 46,157
-------- --------
Property, plant and equipment, at cost . . . . 91,213 85,306
Accumulated depreciation . . . . . . . . . . . (47,885) (45,491)
-------- --------
Net property, plant and equipment. . . . . . . 43,328 39,815
-------- --------
Equity in joint ventures . . . . . . . . . . . 8,934 8,446
Goodwill . . . . . . . . . . . . . . . . . . . 40,348 39,268
Intangible assets, net of accumulated
amortization of $5,842 and $5,374,
respectively . . . . . . . . . . . . . . . . 10,427 10,002
Dosimetry devices, net of accumulated
depreciation of $9,624 and $8,894,
respectively . . . . . . . . . . . . . . . . 5,645 5,569
Other assets . . . . . . . . . . . . . . . . . 3,437 1,439
-------- --------
Assets . . . . . . . . . . . . . . . $157,075 $150,696
======== ========
The accompanying notes are an integral part of these financial statements.
2
LANDAUER, INC. AND SUBSIDIARIES
Consolidated Balance Sheets (Unaudited) (Cont'd.)
March 31, September 30,
(Dollars in Thousands) 2011 2010
---------------------- --------- -------------
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
Accounts payable . . . . . . . . . . . . . $ 6,228 $ 7,180
Dividends payable. . . . . . . . . . . . . 103 5,143
Deferred contract revenue. . . . . . . . . 15,082 14,305
Short-term debt. . . . . . . . . . . . . . 18,335 12,504
Accrued compensation . . . . . . . . . . . 5,305 5,923
Other accrued expenses . . . . . . . . . . 4,874 4,497
-------- --------
Current liabilities. . . . . . . . . 49,927 49,552
-------- --------
Non-current liabilities:
Pension and postretirement obligations . . 10,383 10,089
Deferred income taxes. . . . . . . . . . . 9,876 9,934
Other non-current liabilities. . . . . . . 1,542 1,418
-------- --------
Non-current liabilities. . . . . . . 21,801 21,441
-------- --------
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; 9,492,103
and 9,452,765 shares issued and
outstanding at March 31, 2011 and
September 30, 2010, respectively . . . . 949 945
Additional paid in capital . . . . . . . . 33,722 32,688
Accumulated other comprehensive income
(loss) . . . . . . . . . . . . . . . . . 297 (783)
Retained earnings. . . . . . . . . . . . . 49,386 45,940
-------- --------
Landauer, Inc. stockholders' equity. . . . . . 84,354 78,790
Noncontrolling interest. . . . . . . . . . . . 993 913
-------- --------
Stockholders' equity . . . . . . . . . . . . . 85,347 79,703
-------- --------
Liabilities and Stockholders' Equity . . . . . $157,075 $150,696
======== ========
The accompanying notes are an integral part of these financial statements.
3
LANDAUER, INC. AND SUBSIDIARIES
Consolidated Statements of Income (Unaudited)
Three Months Ended Six Months Ended
March 31, March 31,
(Dollars in Thousands, ------------------ ------------------
Except per Share) 2011 2010 2011 2010
---------------------- -------- -------- -------- --------
Net revenues . . . . . . . . . . $ 32,327 $ 31,806 $ 60,765 $ 59,040
Costs and expenses:
Cost of sales. . . . . . . . 11,604 11,819 22,687 21,975
Selling, general and
administrative . . . . . . 8,728 8,408 17,859 16,212
Acquisition and
reorganization costs . . . 115 143 212 1,660
-------- -------- -------- --------
Costs and expenses . . . . . . . 20,447 20,370 40,758 39,847
-------- -------- -------- --------
Operating income . . . . . . . . 11,880 11,436 20,007 19,193
Equity in income of
joint ventures . . . . . . . . 615 411 1,126 907
Other (loss) income, net . . . . (75) 48 17 53
-------- -------- -------- --------
Income before taxes. . . . . . . 12,420 11,895 21,150 20,153
Income taxes . . . . . . . . . . 4,294 3,998 7,031 7,015
-------- -------- -------- --------
Net income . . . . . . . . . . . 8,126 7,897 14,119 13,138
Less: Net income attributed
to noncontrolling interest . . 129 86 303 200
-------- -------- -------- --------
Net income attributed to
Landauer, Inc. . . . . . . . . $ 7,997 $ 7,811 $ 13,816 $ 12,938
======== ======== ======== ========
Net income per share attri-
butable to Landauer, Inc.
shareholders:
Basic. . . . . . . . . . . . $ 0.85 $ 0.84 $ 1.48 $ 1.39
======== ======== ======== ========
Weighted average basic
shares outstanding . . . . 9,332 9,314 9,322 9,291
======== ======== ======== ========
Diluted. . . . . . . . . . . $ 0.85 $ 0.83 $ 1.47 $ 1.38
======== ======== ======== ========
Weighted average diluted
shares outstanding . . . . 9,377 9,353 9,367 9,328
======== ======== ======== ========
The accompanying notes are an integral part of these financial statements.
4
<table>
LANDAUER, INC. AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity
and Comprehensive Income (Unaudited)
<caption>
Landauer, Inc. Stockholders' Equity
---------------------------------------------------------
Accumulated
Other
Compre- Total Compre-
Common Additional hensive Non- Stock- hensive
(Dollars in Stock Common Paid In Income Retained controlling holders' Income
Thousands) Shares Stock Capital (Loss) Earnings Interest Equity (Loss)
----------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
<s> <c> <c> <c> <c> <c> <c> <c> <c>
Balance
September 30,
2010 . . . . . 9,452,765 $ 945 $32,688 $ (783) $ 45,940 $ 913 $ 79,703
Stock-based
compensation
arrangements . 39,338 4 1,034 -- -- -- 1,038
Dividends. . . . -- -- -- -- (10,370) (241) (10,611)
Net income . . . -- -- -- -- 13,816 303 14,119 $ 14,119
Foreign currency
translation
adjustment . . -- -- -- 1,084 -- 18 1,102 1,102
Defined benefit
pension and
postretirement
plans activity -- -- -- (4) -- -- (4) (4)
---------- ----- ------- ------- -------- ----- -------- --------
Comprehensive
Income . . . . $ 15,217
========
Balance
March 31,
2011 . . . . 9,492,103 $ 949 $33,722 $ 297 $ 49,386 $ 993 $ 85,347
========== ===== ======= ======= ======== ===== ========
5
</table>
<table>
LANDAUER, INC. AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity
and Comprehensive Income (Unaudited) (Cont'd.)
<caption>
Landauer, Inc. Stockholders' Equity
---------------------------------------------------------
Accumulated
Other
Compre- Total Compre-
Common Additional hensive Non- Stock- hensive
(Dollars in Stock Common Paid In Income Retained controlling holders' Income
Thousands) Shares Stock Capital (Loss) Earnings Interest Equity (Loss)
----------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
<s> <c> <c> <c> <c> <c> <c> <c> <c>
Balance
September 30,
2009 . . . . . 9,381,098 $ 938 $ 30,834 $ (515) $ 42,504 $ 693 $ 74,454
Stock-based
compensation
arrangements . 59,646 6 764 -- -- -- 770
Dividends. . . . -- -- -- -- (10,096) (229) (10,325)
Net income . . . -- -- -- -- 12,938 200 13,138 $ 13,138
Foreign currency
translation
adjustment . . -- -- -- (1,043) -- 2 (1,041) (1,041)
Defined benefit
pension and
postretirement
plans activity -- -- -- (31) -- -- (31) (31)
---------- ----- -------- -------- -------- ----- -------- --------
Comprehensive
Income . . . . $ 12,066
========
Balance
March 31,
2010 . . . . 9,440,744 $ 944 $ 31,598 $ (1,589) $ 45,346 $ 666 $ 76,965
========== ===== ======== ======== ======== ===== ========
The accompanying notes are an integral part of these financial statements.
6
</table>
LANDAUER, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Unaudited)
Six Months Ended
March 31,
--------------------
(Dollars in Thousands) 2011 2010
---------------------- -------- --------
Cash flows from operating activities:
Net income . . . . . . . . . . . . . . . . . $ 14,119 $ 13,138
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization. . . . . . . . 3,604 3,063
Equity in net income of joint ventures . . . (1,126) (907)
Dividends from joint ventures. . . . . . . . 911 1,104
Stock-based compensation and
related net tax benefits . . . . . . . . . 1,027 1,163
Increase in accounts receivable, net . . . . (4,201) (3,022)
Decrease in prepaid taxes. . . . . . . . . . 4,677 1,978
Other operating assets, net. . . . . . . . . (2,048) (1,669)
Decrease in accounts payable and
other accrued liabilities. . . . . . . . . (1,198) (3,581)
Increase (decrease) in deferred
contract revenue . . . . . . . . . . . . . 680 (2,204)
Other operating liabilities, net . . . . . . 419 676
-------- --------
Net cash provided by operating activities. . 16,864 9,739
-------- --------
Cash flows used by investing activities:
Acquisition of property, plant and
equipment. . . . . . . . . . . . . . . . . (5,653) (9,005)
Acquisition of joint ventures and
businesses, net of cash acquired . . . . . (1,550) (29,783)
Purchase of investment securities. . . . . . (1,833) --
-------- --------
Net cash used by investing activities. . . . (9,036) (38,788)
-------- --------
Cash flows (used) provided by financing activities:
Net borrowings on revolving credit
facility . . . . . . . . . . . . . . . . . 5,828 16,750
Dividends paid to stockholders . . . . . . . (15,410) (15,038)
Dividends paid to noncontrolling interest. . (241) (229)
Proceeds from the exercise of stock
options. . . . . . . . . . . . . . . . . . 91 42
Excess tax benefit from stock-based
compensation arrangements. . . . . . . . . 30 245
-------- --------
Net cash (used) provided by
financing activities . . . . . . . . . . . (9,702) 1,770
-------- --------
Effects of foreign currency translation. . . 474 (414)
-------- --------
Net decrease in cash and cash equivalents. . (1,400) (27,693)
Opening balance -
cash and cash equivalents. . . . . . . . . 7,659 36,493
-------- --------
Ending balance -
cash and cash equivalents. . . . . . . . . $ 6,259 $ 8,800
======== ========
The accompanying notes are an integral part of these financial statements.
7
LANDAUER, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
March 31, 2011
(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 and investments in joint
ventures as of the effective date of the transactions.
The results of operations for the six month periods ended March 31,
2011 and 2010 are not necessarily indicative of the results to be expected
for the full fiscal year. The September 30, 2010 balance sheet data was
derived from audited financial statements, but does not include all
disclosures required by accounting principles generally accepted in the
United States of America.
In the opinion of management, the accompanying unaudited consolidated
financial statements include all adjustments necessary for a fair statement
of such financial statements. Certain reclassifications have been made in
the financial statements for comparative purposes. These reclassifications
have no effect on the results of operations or financial position of the
Company.
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, 2010 and other financial information filed with
the Securities and Exchange Commission (the "SEC").
The accounting policies followed by the Company are set forth in the
Company's Annual Report on Form 10-K for the year ended September 30, 2010.
There have been no changes to the accounting policies for the six month
period ended March 31, 2011.
(2) BUSINESS COMBINATIONS
During the first six months of fiscal 2011, the Company established
an unconsolidated joint venture in Turkey and completed the acquisition of
a diagnostics physics practice in Florida, neither of which were material
to the Company's consolidated financial statements.
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. GPS is a nationwide service provider of clinical
physics support, equipment commissioning and accreditation support, and
imaging equipment testing. The Company completed the acquisition of GPS as
a platform to expand into the medical physics services market and reports
the operating results of GPS in the Medical Physics reporting segment.
The consideration transferred included amounts applied by Landauer at
the closing to repay all of the outstanding indebtedness of GPS. 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.
8
LANDAUER, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited) (Cont'd.)
March 31, 2011
The following table summarizes the $22,000 of consideration
transferred to acquire GPS and the assets acquired and liabilities assumed
based on their fair values as of the date of the acquisition.
Current assets . . . . . . . . . . . . . . $ 804
Property, plant and equipment. . . . . . . 1,040
Intangible assets. . . . . . . . . . . . . 5,300
Goodwill . . . . . . . . . . . . . . . . . 17,380
Current liabilities. . . . . . . . . . . . (918)
Other long-term liabilities. . . . . . . . (250)
Long-term deferred taxes, net. . . . . . . (1,356)
--------
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
$17,380, which is attributable primarily 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 Medical
Physics reporting segment. Approximately $4,230 of goodwill will 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 are being amortized over 15 years.
The acquired business's revenues of $5,582 and net loss of $408 were
recognized in the Company's consolidated financial statements for the
period from November 1, 2009 to March 31, 2010. 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.
OTHER ACQUISITIONS
During fiscal 2010, the Company completed other various acquisitions
which are presented in the aggregate as they were not individually material
to the Company's consolidated financial statements.
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. The consideration transferred for GDM was $6,603. On
October 2, 2009, Landauer acquired the assets of a dosimetry service
provider in Sweden, now called Landauer Persondosimetri AB ("PDM"). The
consideration transferred for PDM was $1,085. These acquisitions are
consistent with the Company's strategy to expand into new international
markets, primarily by investing in or acquiring existing radiation
monitoring service providers with a prominent local presence. These
acquisitions are reported in the Radiation Monitoring reporting segment.
On June 1, 2010, Landauer acquired certain assets of Upstate Medical
Physics, Inc. ("UMP"), a New York company providing imaging medical physics
services, for consideration transferred of $2,231. This acquisition is
aligned with the Company's strategy to expand into the medical physics
services market and is reported in the Medical Physics reporting segment.
9
LANDAUER, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited) (Cont'd.)
March 31, 2011
The aggregate consideration transferred and the identifiable assets
acquired and liabilities assumed based on their fair values as of the date
of the GDM, PDM and UMP acquisitions were as follows:
Current assets . . . . . . . . . . . . . . $ 2,088
Property, plant and equipment. . . . . . . 606
Intangible assets. . . . . . . . . . . . . 1,389
Goodwill . . . . . . . . . . . . . . . . . 8,130
Current liabilities. . . . . . . . . . . . (2,157)
Other long-term liabilities. . . . . . . . (137)
--------
Total assets acquired and
liabilities assumed. . . . . . . . . . $ 9,919
========
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 $8,130, of which $6,798 and $1,332 has been assigned
to the Radiation Monitoring segment and the Medical Physics segment,
respectively. The Company expects to deduct approximately $1,804 of
goodwill for income tax purposes. The Company acquired customer lists, the
fair value of which was determined to be $1,389, which are being amortized
over 15 years.
The acquired businesses contributed revenues of $3,052 and earnings
of $1,026 to the Company for the period from their respective dates of
acquisition to March 31, 2010.
UNAUDITED PROFORMA RESULTS
The acquired businesses were recognized in the Company's unaudited
consolidated financial statements for the first six months of fiscal 2011.
The following unaudited proforma summary presents consolidated information
of the Company as if these business combinations had occurred as of
October 1, 2009.
Six Months Ended
March 31, 2010
-------------------------------
Landauer, Inc. Landauer, Inc.
Actual Proforma
-------------- --------------
Revenues . . . . . . . . . . . . . . . $ 59,040 $ 62,364
Net income attributed to
Landauer, Inc. . . . . . . . . . . 12,938 14,134
The proforma results for the six months ended March 31, 2010 include:
estimated interest expense in connection with debt financing of the
acquisitions; elimination of pretax acquisition and reorganization costs of
$1,660; the estimated amortization of intangibles; and the income tax
impact of these 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 as of the beginning of the
period presented.
10
LANDAUER, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited) (Cont'd.)
March 31, 2011
(3) ACQUISITION AND REORGANIZATION COSTS
Acquisition and reorganization costs for the six months ended
March 31, 2011 and 2010 were $212 and $1,660, respectively. In fiscal
2011, such expenses were related to the establishment of an unconsolidated
joint venture in Turkey, the acquisition of a diagnostics physics practice
in Florida and on-going acquisition activity which includes the pursuit of
acquisitions that may not be consummated. In fiscal 2010, 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 described under the footnote "Business
Combinations". In addition, the fiscal 2010 charges included $250 in
reorganization costs for severance to support changes in selected roles in
the GPS organization.
(4) GOODWILL AND OTHER INTANGIBLE ASSETS
Changes in the carrying amount of goodwill, by reportable segment,
for the six months ended March 31, 2011 were as follows:
Radiation Medical
Monitoring Physics Total
---------- -------- --------
Goodwill at September 30, 2010 . . . . $ 20,556 $ 18,712 $ 39,268
Increase related to acquisitions . . -- 576 576
Effects of foreign currency. . . . . 504 -- 504
-------- -------- --------
Goodwill at March 31, 2011 . . . . . . $ 21,060 $ 19,288 $ 40,348
======== ======== ========
Other intangible assets consisted of the following:
March 31, 2011 September 30, 2010
---------------------- ----------------------
Gross Gross
Carrying Accumulated Carrying Accumulated
Amount Amortization Amount Amortization
-------- ------------ -------- ------------
Customer lists . . . . . . $ 13,785 $ 4,975 $ 13,025 $ 4,523
Trademarks and
tradenames . . . . . . . 1,022 -- 1,022 --
Licenses and
patents. . . . . . . . . 886 310 752 294
Other intangibles. . . . . 576 557 577 557
-------- -------- -------- --------
Intangible assets. . . . . $ 16,269 $ 5,842 $ 15,376 $ 5,374
======== ======== ======== ========
No impairment of goodwill or other intangible assets was recorded as
of March 31, 2011.
(5) FAIR VALUE MEASUREMENTS
Fair value is defined as the price that would be received to sell an
asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date in a principal or most
advantageous market. Fair value is a market-based measurement that is
determined based on inputs, which refer broadly to assumptions that market
participants use in pricing assets or liabilities. A fair value hierarchy
with three tiers has been established to prioritize the inputs to valuation
techniques used to measure fair value. The hierarchy requires entities to
maximize the use of observable inputs and minimize the use of unobservable
11
LANDAUER, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited) (Cont'd.)
March 31, 2011
inputs. Level 1 inputs include quoted prices in active markets for
identical assets and liabilities. Level 2 inputs consist of observable
inputs other than quoted prices in active markets or indirectly observable
through corroboration with observable market data. Level 3 inputs are not
observable in the market and include management's own judgments about the
assumptions market participants would use in pricing the asset or liability
based on the best information available in the circumstances.
As of March 31, 2011, the Company's financial assets measured and
recorded at fair value on a recurring basis were comprised of investments
in trading securities in the amount of $2,032, which are reported in other
long-term assets. The investments are held in a Rabbi trust for benefits
under the Company's deferred compensation plan. Under the plan,
participants designate investment options to serve as the basis for
measurement of the notional value of their accounts. The investments
include a money market fund and mutual funds that are publicly traded. The
fair values of the shares or underlying securities of these funds are based
on quoted market prices and, therefore, are categorized as Level 1 in the
fair value hierarchy.
Financial assets measured at fair value on a recurring basis are
summarized below:
Fair Value Measurements at March 31, 2011 Using
------------------------------------------------------
Quoted Prices
in Active Significant
Markets for Other Significant
Identical Observable Unobservable
Assets Inputs Inputs
(Level 1) (Level 2) (Level 3)
-------------- -------------- --------------
Asset Category:
Cash equivalents . $ 25 $ -- $ --
Mutual funds . . . 2,007 -- --
------- ------- -------
Total financial
assets at
fair value . . . . $ 2,032 $ -- $ --
======= ======= =======
(6) INCOME TAXES
The effective tax rate for the first half of fiscal 2011 and fiscal
2010 was 33.2% and 34.8%, respectively. The decline in effective tax rate
was due primarily to the realization of R&D tax credits in 2011 recognized
with the passage of federal tax legislation in December 2010 and the
non-deductibility of certain acquisition related costs in fiscal 2010.
As of March 31, 2011, the Company's U.S. income tax returns for
fiscal 2007 and subsequent years remained subject to examination by the
Internal Revenue Service ("IRS"). The Company is not currently under audit
by the IRS. State income tax returns generally have statute of limitations
for periods between three and four years from the date of filing. The
Company is currently undergoing a state income tax audit. The Company is
not currently under audit in any foreign jurisdictions. The Company's
foreign operations have statute of limitations on the examination of tax
returns for periods between two and eight years.
On January 13, 2011 Illinois enacted legislation that increased the
corporate income tax rate by 2.2%, from 4.8% to 7%, effective January 1,
2011. The Company's adoption of the legislation did not have a significant
effect on the Company's income tax liability.
12
LANDAUER, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited) (Cont'd.)
March 31, 2011
(7) CASH DIVIDENDS
On February 25, 2011, the Company declared a regular quarterly cash
dividend in the amount of $0.55 per share for the second quarter of fiscal
2011. The dividends were funded on March 31, 2011 and were paid to
shareholders of record as of March 11, 2011. Dividends in the amount of
$0.55 per share for the first quarter of fiscal 2011 were funded on
January 3, 2011. Regular quarterly cash dividends of $0.5375 per share, or
$2.15 annually, were declared during fiscal 2010.
Dividends on time based restricted stock awards issued to employees
and non-employee directors are eligible for dividends at the same rate paid
to shareholders. The Company accrues for dividends on performance stock
awards, which will be paid upon the vesting, in various future periods of
the related restricted performance stock awards assuming the performance
criteria set forth in the agreements relating to such awards are met.
(8) ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
The components of accumulated other comprehensive income (loss)
included in the accompanying unaudited consolidated balance sheets consist
of defined benefit pension and postretirement plan adjustments for net
gains, losses and prior service costs, net defined benefit plan curtailment
loss and cumulative foreign currency translation adjustments. The
following table sets forth the balances in accumulated other comprehensive
income (loss) for the periods ended:
March 31, September 30,
2011 2010
--------- -------------
Foreign currency translation adjustments . . $ 3,084 $ 2,000
Defined benefit pension and
postretirement plans activity. . . . . . . (2,787) (2,783)
-------- --------
Total accumulated other comprehensive
income (loss). . . . . . . . . . . . . . . $ 297 $ (783)
======== ========
(9) INCOME PER COMMON SHARE
Basic net income per share was computed by dividing net income
available to common stockholders for the period by the weighted average
number of shares of common stock outstanding during the period. Diluted
net income per share was computed by dividing net income available to
common stockholders for the period by the weighted average number of shares
of common stock that would have been outstanding assuming dilution from
stock-based compensation awards during the period.
The Company's time vested restricted stock, which is a participating
security, is included in the computation of earnings per share pursuant to
the two-class method. Undistributed net income allocated to unvested
restricted stock was not material for the three or six month periods ended
March 31, 2011 and 2010. The following table sets forth the computation of
net income per share:
13
LANDAUER, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited) (Cont'd.)
March 31, 2011
Three Months Ended Six Months Ended
March 31, March 31,
------------------ ------------------
2011 2010 2011 2010
------- ------- ------- -------
BASIC NET INCOME PER SHARE:
Net income attributed to
Landauer, Inc. . . . . . . . . $ 7,997 $ 7,811 $13,816 $12,938
Less: Income allocated to
unvested restricted stock. . . 33 25 63 41
------- ------- ------- -------
Net income available to
common stockholders. . . . . . $ 7,964 $ 7,786 $13,753 $12,897
======= ======= ======= =======
Basic weighted averages
shares outstanding . . . . . . 9,332 9,314 9,322 9,291
======= ======= ======= =======
Net income per share - Basic . . . $ 0.85 $ 0.84 $ 1.48 $ 1.39
======= ======= ======= =======
DILUTED NET INCOME PER SHARE:
Net income attributed to
Landauer, Inc. . . . . . . . . $ 7,997 $ 7,811 $13,816 $12,938
Less: Income allocated to
unvested restricted stock. . . 33 25 63 41
------- ------- ------- -------
Net income available to
common stockholders. . . . . . $ 7,964 $ 7,786 $13,753 $12,897
======= ======= ======= =======
Basic weighted averages
shares outstanding . . . . . . 9,332 9,314 9,322 9,291
Effect of dilutive securities. . 45 39 45 37
------- ------- ------- -------
Diluted weighted averages
shares outstanding . . . . . . 9,377 9,353 9,367 9,328
======= ======= ======= =======
Net income per share - Diluted . . $ 0.85 $ 0.83 $ 1.47 $ 1.38
======= ======= ======= =======
(10) 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 executed a first
amendment to its credit agreement. The first amendment, among other
changes to the original terms, 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. In February
2010, the Company executed a second amendment to its credit agreement. The
second amendment, among other changes to the original terms, extended the
maturity date to February 12, 2012, added Global Physics Solutions, Inc. as
a borrower, added a prepayment penalty equal to 1.0% should the Company
voluntarily terminate the facility prior to February 12, 2011, and modified
the interest rate on outstanding amounts from either LIBOR plus 2.9% or the
bank's prime rate plus 0.47% to either LIBOR plus 2.1% or the bank's prime
rate minus 0.28%. Effective October 31, 2010, the Company executed a third
amendment to its credit agreement. The third amendment, among other
changes, increased the aggregate amount of funds available to the Company
to $50,000 subject, with respect to amounts borrowed in excess of $25,000,
to a borrowing base test, extended the maturity date to October 31, 2013,
modified the manner in which the interest rate on outstanding amounts would
14
LANDAUER, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited) (Cont'd.)
March 31, 2011
be determined, and extended the applicable date of the prepayment penalty
such that the penalty would be due if the Company should voluntarily
terminate the facility prior to October 31, 2011.
The Company must maintain a fixed charge coverage ratio, as
calculated pursuant to the terms of the first amendment to the 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 ratio less than or equal to 1.5 to 1.00. As of March 31,
2011, the fixed charge coverage ratio and the funded debt to earnings
before interest, taxes and depreciation and amortization ratio were
approximately 15.3 and 0.5, respectively, and the Company was in compliance
with the covenants contained in the credit agreement. The debt is
classified as a current liability as the agreement contains a subjective
acceleration clause as well as a Company elected arrangement which provides
for automatic draws or pay downs on the credit facility on a daily basis
after taking into account operating cash needs. Based on current business
plans and projected operating cash flows, the Company anticipates continued
usage of the revolving facility beyond the next twelve months.
As of March 31, 2011 and September 30, 2010, the balance outstanding
under the Company's credit agreement was $18,335 and $12,504, respectively.
Interest expense on the borrowings for the six months ended March 31, 2011
and 2010 was $236 and $184, respectively. The weighted average interest
rate was 2.37% for the first half of fiscal 2011. At March 31, 2011 the
applicable interest rate was 2.361% per annum.
(11) STOCK-BASED COMPENSATION
Stock-based compensation expense for restricted share awards totaled
$945 and $671 for the six months ended March 31, 2011 and 2010,
respectively. The total income tax benefit recognized in the unaudited
consolidated statements of income related to expense for stock-based
compensation was $350 and $243 during the first half of fiscal 2011 and
2010, respectively.
RESTRICTED SHARE AWARDS
Restricted share transactions during the six months ended March 31,
2011 were as follows:
Number of
Restricted Weighted-
Share Average
Awards Fair
(in thousands) Value
-------------- ---------
Outstanding at October 1, 2010 . . . . . . 121 $ 60.81
Granted. . . . . . . . . . . . . . . . . . 39 63.39
Vested . . . . . . . . . . . . . . . . . . (4) 54.32
Forfeited. . . . . . . . . . . . . . . . . (1) 62.36
---- -------
Outstanding at March 31, 2011. . . . . . . 155 $ 61.62
==== =======
15
LANDAUER, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited) (Cont'd.)
March 31, 2011
The per share weighted average fair value of restricted shares,
including restricted stock and performance shares, granted during the six
months ended March 31, 2011 and 2010 was $63.39 and $61.64, respectively.
As of March 31, 2011, unrecognized compensation expense related to
restricted share awards totaled $5,438 and is expected to be recognized
over a weighted average period of 1.42 years. The total fair value of
shares vested during the six months ended March 31, 2011 and 2010 was $227
and $137, respectively.
STOCK OPTIONS
A summary of stock option activity during the six months ended
March 31, 2011 is presented below:
Weighted-
Weighted- Average Aggregate
Number of Average Remaining Intrinsic
Options Exercise Contractual Value
(in thousands) Price Term (Years) (in thousands)
-------------- ---------- ------------ --------------
Outstanding at
October 1, 2010. . 93 $ 45.10
Exercised. . . . . . (2) 39.17
---- -------
Outstanding at
March 31, 2011 . . 91 $ 45.25 3.7 $ 1,477
==== ======= ==== =======
Exercisable at
March 31, 2011 . . 91 $ 45.25 3.7 $ 1,477
==== ======= ==== =======
The Company has not granted stock options subsequent to fiscal 2005.
As of March 31, 2011, 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 $59 and
$581 during the first half of fiscal 2011 and 2010, respectively. The
total income tax benefit recognized in the unaudited consolidated
statements of income related to the exercise of stock options was $22 and
$210 during the six months ended March 31, 2011 and 2010, respectively.
(12) EMPLOYEE BENEFIT PLANS
The components of net periodic benefit cost for pension and retiree
medical plans were as follows:
Pension Benefits Other Benefits
------------------ ------------------
Three Months Ended March 31,
--------------------------------------
2011 2010 2011 2010
-------- -------- -------- --------
Service cost . . . . . . . . . . . $ -- $ -- $ 13 $ 12
Interest cost. . . . . . . . . . . 364 360 14 15
Expected return on plan assets . . (345) (321) -- --
Amortization of prior
service credit. . . . . . . . . -- -- (28) (27)
Amortization of net loss . . . . . 26 12 -- --
-------- -------- -------- --------
Net periodic benefit cost
(credit) . . . . . . . . . . . . $ 45 $ 51 $ (1) $ --
======== ======== ======== ========
16
LANDAUER, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited) (Cont'd.)
March 31, 2011
Pension Benefits Other Benefits
------------------ ------------------
Six Months Ended March 31,
--------------------------------------
2011 2010 2011 2010
-------- -------- -------- --------
Service cost . . . . . . . . . . . $ -- $ -- $ 26 $ 25
Interest cost. . . . . . . . . . . 727 719 28 31
Expected return on plan assets . . (690) (642) -- --
Amortization of prior
service credit . . . . . . . . . -- -- (56) (55)
Amortization of net loss . . . . . 52 24 -- --
-------- -------- -------- --------
Net periodic benefit cost
(credit) . . . . . . . . . . . . $ 89 $ 101 $ (2) $ 1
======== ======== ======== ========
The Company, under IRS minimum funding standards, is not required to
make contributions to its defined benefit pension plan during fiscal 2011.
The Company maintains a 401(k) Retirement Savings Plan for certain
employees, which provides for employer matching contributions, and a
supplemental defined contribution plan for certain executives, which
provides for employer contributions at the discretion of the Company.
Amounts expensed for Company contributions under these plans during the
first half of fiscal 2011 and 2010 were $566 and $547, respectively.
Distribution of the chief executive officer's additional benefit of $1,324
to the supplemental plan, per his amended employment agreement, was made
during October 2010.
(13) 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, the Radiation Monitoring segment leases or sells dosimetry
detectors and reading equipment.
The Medical Physics segment provides therapeutic and imaging physics
services to domestic hospitals and radiation therapy centers. Service
offerings include clinical physics support, equipment commissioning,
accreditation support and imaging equipment testing. These professional
services are provided to customers on-site by skilled physicists. Medical
Physics services are provided through the Company's GPS subsidiary.
17
LANDAUER, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited) (Cont'd.)
March 31, 2011
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 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 following tables summarize financial information for each
reportable segment:
Three Months Ended March 31, 2011
----------------------------------
Radiation Medical Consoli-
Monitoring Physics dated
---------- ---------- ----------
Revenues . . . . . . . . . . . . . . . $ 27,527 $ 4,800 $ 32,327
Operating income (loss). . . . . . . . 12,074 (194) 11,880
Depreciation and amortization. . . . . 1,588 219 1,807
Capital expenditures for property,
plant & equipment. . . . . . . . . . 2,780 105 2,885
Three Months Ended March 31, 2010
----------------------------------
Radiation Medical Consoli-
Monitoring Physics dated
---------- ---------- ----------
Revenues . . . . . . . . . . . . . . . $ 28,369 $ 3,437 $ 31,806
Operating income (loss). . . . . . . . 11,855 (419) 11,436
Depreciation and amortization. . . . . 1,377 140 1,517
Capital expenditures for property,
plant & equipment. . . . . . . . . . 4,397 94 4,491
Six Months Ended March 31, 2011
----------------------------------
Radiation Medical Consoli-
Monitoring Physics dated
---------- ---------- ----------
Revenues . . . . . . . . . . . . . . . $ 51,431 $ 9,334 $ 60,765
Operating income (loss). . . . . . . . 20,659 (652) 20,007
Depreciation and amortization. . . . . 3,172 432 3,604
Capital expenditures for property,
plant & equipment. . . . . . . . . . 5,366 287 5,653
Six Months Ended March 31, 2010
----------------------------------
Radiation Medical Consoli-
Monitoring Physics dated
---------- ---------- ----------
Revenues . . . . . . . . . . . . . . . $ 53,458 $ 5,582 $ 59,040
Operating income (loss). . . . . . . . 19,785 (592) 19,193
Depreciation and amortization. . . . . 2,814 249 3,063
Capital expenditures for property,
plant & equipment. . . . . . . . . . 8,867 138 9,005
18
LANDAUER, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited) (Cont'd.)
March 31, 2011
March 31, September 30,
2011 2010
---------- -------------
Segment Assets:
Radiation Monitoring . . . . $127,555 $121,908
Medical Physics. . . . . . . 29,520 28,788
-------- --------
Consolidated assets. . . . . . . $157,075 $150,696
======== ========
(14) RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
During the first six months of fiscal 2011, there were no new
accounting pronouncements issued that would have a material impact on the
Company's consolidated financial statements.
(15) RECENTLY ADOPTED 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 is 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, on-going 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 adoption of this
guidance in the first quarter of fiscal 2011 did not have an impact on the
Company's consolidated financial statements.
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 allows companies to
allocate arrangement consideration in multiple deliverable arrangements in
a manner that better reflects the transaction's economics and often results
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 adoption of this guidance in the first
quarter of fiscal 2011 did not have an impact on the Company's consolidated
financial statements.
19
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
OVERVIEW
Landauer is a leading global provider of technical and analytical
services to determine occupational and environmental radiation exposure and
is the leading domestic provider of outsourced medical physics services.
For 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 customers, and the
analysis and reporting of exposure findings. These services are provided
to approximately 1.6 million individuals globally. 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'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[Registered Trademark], 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 obtain regular price increases from its customers will be
more limited in the future. The continued economic downturn and uncertain
impact of healthcare reform has resulted in increased pricing pressure with
the Company's healthcare customer base, which is expected to continue into
the future.
Through its Global Physics Solutions, Inc. ("GPS") subsidiary, which
was acquired in November 2009, the Company provides therapeutic and imaging
physics services to the medical community. GPS is the leading nationwide
provider of medical physics services to hospitals, free standing imaging
centers 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.
RESULTS OF OPERATIONS
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 that, as it progresses along the
integration of transaction processing, human resources and benefits
administration and business development activities, among other areas, the
20
degree of expense allocation between the segments may change. Additional
information on the Company's reportable segments is contained under the
footnote "Segment Information" herein.
Comparability of results is impacted by the acquisition of GPS during
the second month of the first half of fiscal 2010 as compared to the
results for a full six month period in fiscal 2011.
COMPARISON OF THE THREE MONTHS ENDED MARCH 31, 2011 AND MARCH 31, 2010
Revenues for the second fiscal quarter of 2011 were $32.3 million, an
increase of $0.5 million, or 1.6% compared with revenues of $31.8 million
for the same quarter in fiscal 2010. The Medical Physics segment
contributed an increase of $1.4 million, offset by a decline in the
Radiation Monitoring segment of $0.8 million.
Cost of sales for the second fiscal quarter of 2011 was $11.6
million, a decrease of $0.2 million, or 1.8%, compared with cost of sales
of $11.8 million for the same quarter in fiscal 2010. The Medical Physics
segment contributed an increase of $1.0 million, offset by a decline in the
Radiation Monitoring segment of $1.2 million. Gross margins were 64.1% for
the second fiscal quarter of 2011, compared with 62.8% for the same period
in fiscal 2010. The increase in gross margin rate was primarily due to the
decline in lower margin sales to Nagase Landauer and the improvement in the
margin of Medical Physics revenue mix.
Selling, general and administrative costs for the second fiscal
quarter of 2011 were $8.7 million, an increase of $0.3 million, or 3.8%,
compared with the $8.4 million reported for the second fiscal quarter of
2010. The Medical Physics segment and Radiation Monitoring segment
contributed an increase of $0.1 million and $0.2 million, respectively.
In conjunction with the Company's acquisition activity, the Company
incurred $0.1 million of acquisition related transaction and reorganization
costs each for the second fiscal quarters of 2011 and 2010. The fiscal
2011 costs related primarily to the establishment of an unconsolidated
joint venture in Turkey and the acquisition of a diagnostics physics
practice in Florida.
Operating income for the second fiscal quarter of 2011 was $11.9
million, an increase of $0.5 million, or 3.9%, compared with operating
income of $11.4 million for the same quarter in fiscal 2010. For the
second fiscal quarter of 2011, the Medical Physics segment had an operating
loss of $0.2 million, and the Radiation Monitoring segment had operating
income of $12.1 million.
Net other income, including equity in income of joint ventures, for
the second fiscal quarter of 2011 was $0.5 million, an increase of $0.1
million, or 17.6%, from the prior year quarter.
The effective tax rate for the second fiscal quarter of fiscal 2011
and fiscal 2010 was 34.6% and 33.6%, respectively. The increase in
effective tax rate was due primarily to a change in the mix of foreign and
domestic income.
Net income for the second fiscal quarter ended March 31, 2011 was
$8.0 million, an increase of $0.2 million, or 2.4%, compared with $7.8
million for the second fiscal quarter of 2010. The resulting diluted
earnings per share for the second fiscal quarter of 2011 were $0.85
compared with $0.83 for the second fiscal quarter of 2010.
Earnings before interest, taxes, depreciation and amortization
("EBITDA") were $14.2 million, a $0.9 million or 6.7% increase, compared
with $13.3 million a year ago. The increase was due primarily to revenue
growth, lower product costs based on revenue mix and favorable equity
earnings of joint ventures for the second fiscal quarter of 2011. A
reconciliation of net income to EBITDA is included under Item 2 herein.
21
The following is a discussion of the Company's segment operating
results.
RADIATION MONITORING
Radiation Monitoring revenue for the second fiscal quarter of 2011
declined 3.0%, or $0.8 million from the second fiscal quarter of 2010 to
$27.5 million. Of the decline, $0.7 million is due to the previously
reported change in the supply relationship between Landauer and Nagase
Landauer, which converted its customer base from Luxel to the InLight
technology during fiscal 2010. Nagase Landauer no longer purchases service
badges from the Company. The historical Luxel badge revenues were
partially replaced by a royalty arrangement, resulting in no corresponding
impact on net income. Without the Nagase Landauer impact, domestic
Radiation Monitoring revenues declined 5.6%, or $1.2 million, driven by
lower non-recurring InLight equipment sales, primarily to the Canadian
government agency responsible for occupational monitoring and radiation
emergency preparedness for the citizens of Canada. International Radiation
Monitoring revenues increased 14.2%, or $1.0 million. The international
increase is due to $0.5 million of organic growth in most regions and $0.5
million due to the strengthening of most foreign currencies against the
dollar.
Radiation Monitoring gross margin for the second fiscal quarter of
2011 increased to 71.2% from 67.8% in the second fiscal quarter of 2010,
primarily due to the decline in lower margin sales to Nagase Landauer.
Selling, general and administrative costs in the Radiation Monitoring
segment for the second fiscal quarter of 2011 increased 2.5%, or $0.2
million, to $7.4 million. Radiation Monitoring operating income, inclusive
of the impact of acquisition related transaction and reorganization costs,
for the second fiscal quarter of 2011 increased 1.9%, or $0.2 million, to
$12.1 million compared with operating income of $11.9 million for the same
period in fiscal 2010.
MEDICAL PHYSICS
Medical Physics revenue for the second fiscal quarter of 2011
increased 39.7%, or $1.4 million from the second fiscal quarter of 2010, to
$4.8 million on $0.7 million of organic growth and $0.7 million due to the
impact of acquired companies. Medical Physics gross margin increased to
23.2% from 22.1% in the second fiscal quarter of 2010, primarily due to
increased revenue and improved service mix. Selling, general and
administrative costs in the Medical Physics segment for the second fiscal
quarter of 2011 increased 11.1%, or $0.1 million, to $1.3 million. The
increase is due primarily to the annualized impact of acquired companies.
Medical Physics operating loss for the second fiscal quarter of 2011 was
$0.2 million, compared with an operating loss of $0.4 million for the same
period in fiscal 2010.
COMPARISON OF THE SIX MONTHS ENDED MARCH 31, 2011 AND MARCH 31, 2010
Revenues for the first six months of fiscal 2011 were $60.8 million,
an increase of $1.8 million, or 2.9%, compared with revenues of $59.0
million for the same period in fiscal 2010. The Medical Physics segment
contributed an increase of $3.8 million, offset by a decline in the
Radiation Monitoring segment of $2.0 million.
Cost of sales for the first six months of fiscal 2011 was $22.7
million, an increase of $0.7 million, or 3.2%, compared with cost of sales
of $22.0 million for the same period in fiscal 2010. The Medical Physics
segment contributed an increase of $2.9 million, offset by a decline in the
Radiation Monitoring segment of $2.2 million. Gross margins were 62.7% for
the first half of fiscal 2011, compared with 62.8% for the same period in
fiscal 2010.
22
Selling, general and administrative costs for the first six months of
fiscal 2011 were $17.9 million, an increase of $1.7 million, or 10.2%,
compared with the $16.2 million reported for the same period in fiscal
2010. The Medical Physics segment and Radiation Monitoring segment
contributed an increase of $0.9 million and $0.8 million, respectively.
In conjunction with the Company's acquisition activity, the Company
incurred $0.2 million and $1.7 million ($1.2 million, after-tax) of
acquisition related transaction and reorganization costs for the first six
months of fiscal 2011 and 2010, respectively.
Operating income for the six months ended March 31, 2011 was $20.0
million, an increase of $0.8 million, or 4.2%, compared with operating
income of $19.2 million for the same period in fiscal 2010. For the fiscal
2011 first half, the Medical Physics segment had an operating loss of $0.7
million, and the Radiation Monitoring segment had operating income of $20.7
million.
Net other income, including equity in income of joint ventures, for
the first six months of fiscal 2011 was $1.1 million, an increase of $0.2
million, or 19.1%, from the prior year period.
The effective tax rate was 33.2% and 34.8% for the first half of
fiscal 2011 and 2010, respectively. The decline in effective tax rate was
due primarily to the realization of R&D tax credits in fiscal 2011
recognized with the passage of tax legislation in December 2010 and the
non-deductibility of certain acquisition related costs in fiscal 2010.
Net income for the six months ended March 31, 2011 was $13.8 million,
an increase of $0.9 million, or 6.8%, compared with $12.9 million for the
six months ended March 31, 2010. The resulting diluted earnings per share
for the first half of fiscal 2011 were $1.47 compared with $1.38 for the
same period in fiscal 2010.
Earnings before interest, taxes, depreciation and amortization
("EBITDA") were $24.4 million, a $1.4 million or 6.4% increase, compared
with $23.0 million a year ago. The increase is due primarily to the $1.4
million reduction in acquisition related transaction and reorganization
costs for the first half of fiscal 2011. A reconciliation of net income to
EBITDA is included under Item 2 herein.
The following is a discussion of the Company's segment operating
results.
RADIATION MONITORING
Radiation Monitoring revenue for the first six months of fiscal 2011
declined 3.8%, or $2.0 million to $51.4 million. Of the decline, $2.1
million is due to the previously reported change in the supply relationship
between Landauer and Nagase Landauer, the Company's unconsolidated joint
venture in Japan. Without the Nagase Landauer impact, domestic Radiation
Monitoring revenue declined 3.5%, or $1.4 million, and international
Radiation Monitoring revenue increased 10.7%, or $1.5 million, on organic
growth in most regions and the strengthening of most foreign currencies
against the dollar.
Radiation Monitoring gross margin for the six months ended March 31,
2011 increased to 70.0% from 66.9% in the same period a year ago, primarily
due to the decline in lower margin sales to Nagase Landauer. Selling,
general and administrative costs in the Radiation Monitoring segment for
the first six months of fiscal 2011 increased 5.4%, or $0.8 million, to
$15.1 million. The increase is due primarily to $0.3 million of costs to
replace the Company's IT systems and $0.5 million of increased
international spending to support international revenue growth along with
the impact of the strengthening of most foreign currencies against the
dollar. Radiation Monitoring operating income, inclusive of the impact of
23
acquisition related transaction and reorganization costs, for the six
months ended March 31, 2011 increased 4.4%, or $0.9 million, to $20.7
million compared with operating income of $19.8 million for the same period
in fiscal 2010.
MEDICAL PHYSICS
Medical Physics revenue for the first six months of fiscal 2011
increased 67.2%, or $3.8 million, to $9.3 million on $1.4 million of
organic growth and $2.4 million due to the impact of acquired companies.
Medical Physics gross margin declined to 22.5% from 23.1% in the year ago
period. Selling, general and administrative costs in the Medical Physics
segment for the first six months of fiscal 2011 increased 46.1%, or $0.9
million, to $2.8 million. The increase is due to the impact of acquired
companies. Medical Physics operating loss for the six months ended
March 31, 2011 was $0.7 million, compared with an operating loss of $0.6
million for the same period in fiscal 2010.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents declined $1.4 million to $6.3 million
during the six months ended March 31, 2011. The Company's primary sources
of liquidity are cash flows from operations and funds available under its
credit facility.
Cash provided by operating activities for the six months ended
March 31, 2011 was $16.9 million compared to $9.7 million in the first half
of fiscal 2010. The increase in operating cash flow was driven primarily
by increased earnings and changes in the components of working capital.
Cash used by investing activities for the first half of fiscal 2011
included $1.6 million for the establishment of an unconsolidated joint
venture in Turkey and the acquisition of a diagnostics physics practice in
Florida, compared to $29.8 million used in the same period in fiscal 2010
for the Company's acquisitions, as described under the footnote "Business
Combinations" herein. Investing activities during the six months ended
March 31, 2011 also included $1.8 million for the purchase of trading
securities, primarily related to the Company's funding of its deferred
compensation program in a Rabbi Trust arrangement. The Company's
acquisitions of property, plant and equipment during the first half of
fiscal 2011 and 2010 were $5.7 million and $9.0 million, respectively.
Included in the acquisitions of property, plant and equipment were costs of
$4.2 million and $4.8 million in the first half of fiscal 2011 and 2010,
respectively, for the Company's initiative to replace various business
processes and replace components of its information technology systems that
support customer relationship management and the order-to-cash cycle. The
total project cost is estimated currently to be approximately $45.0 million
to $48.0 million. The project consists of three phases, of which two
phases were implemented in the first half of fiscal 2011. Total capital
expenditures for fiscal 2011 are expected to be approximately $10.0 million
to $12.0 million principally for the project to replace the Company's
information systems. The Company anticipates that funds for these capital
improvements will be provided from operations.
Financing activities for the six months ended March 31, 2011 were
comprised primarily of net borrowings on the Company's credit facility and
payments of cash dividends to shareholders. During the first half of
fiscal 2011, the Company funded cash dividends of $15.4 million, or $0.55
per share for the first and second quarters of fiscal 2011 and $0.5375 per
share for the fourth quarter of fiscal 2010. During the first half of
fiscal 2010, the Company funded cash dividends of $15.0 million, or $0.5375
per share for the first and second quarters of fiscal 2010 and $0.525 per
share for the fourth quarter of fiscal 2009. Such amounts were provided
from operations.
24
In connection with its fiscal 2010 first quarter acquisitions, the
Company borrowed $18.0 million under its credit agreement, originally dated
October 5, 2007. As described under the footnote, "Credit Facility"
herein, the Company executed its first amendment to the credit agreement in
June 2009 and its second amendment in February 2010. Effective October 31,
2010, the Company executed a third amendment to its loan agreement. The
third amendment, among other changes, increased the aggregate amount of
funds available to the Company to $50.0 million; subject, with respect to
amounts borrowed in excess of $25.0 million to a borrowing base test,
extended the maturity date to October 31, 2013, modified the manner in
which the interest rate on outstanding amounts would be determined, and
extended the applicable date of the prepayment penalty such that the
penalty would be due if the Company should voluntarily terminate the
facility prior to October 31, 2011. At March 31, 2011 the applicable
interest rate was 2.361% per annum.
The Company must maintain a fixed charge coverage ratio, as
calculated pursuant to the terms of the first amendment to the 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 March 31, 2011, the fixed charge coverage ratio and the funded debt
to earnings before interest, taxes and depreciation and amortization ratio
were approximately 15.3 and 0.5, respectively, and the Company was in
compliance with the covenants contained in the credit agreement. The debt
is classified as current as the agreement contains a subjective
acceleration clause as well as a Company elected arrangement which provides
for automatic draws or pay downs on the credit facility on a daily basis
after taking into account operating cash needs. Based on current business
plans and projected operating cash flows, the Company anticipates continued
usage of the revolving facility beyond the next twelve months. As of
March 31, 2011, the Company had borrowings of $18.3 million outstanding.
Landauer requires limited working capital for its operations as many
of its customers pay for services in advance. Such advance payments,
reflected on the balance sheet as "Deferred Contract Revenue", amounted to
$15.1 million and $14.3 million, respectively, as of March 31, 2011 and
September 30, 2010. While these amounts represent approximately 30.2% and
28.9% of current liabilities as of March 31, 2011 and September 30, 2010,
respectively, such amounts do not represent a cash obligation.
Landauer offers radiation monitoring services in Australia, Brazil,
Canada, China, France, Japan, Mexico, Sweden, Turkey 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, and cash flows.
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.
25
OUTLOOK FOR FISCAL 2011
Landauer's current business plan for fiscal 2011 anticipates
consolidated net revenue for the year to be in the range of $120 to $126
million, including $4 to $8 million in sales to the U.S. military and first
responder markets. Military and first responder market sales are dependent
on military and other governmental appropriations and approvals which have
yet to be obtained. There can be no assurance that such appropriations and
approvals can be obtained in fiscal 2011 or that orders will result
immediately following any such appropriation or approval. The business
plan anticipates spending of $10 to $12 million to support the completion
of the Company's systems initiative, with $2 to $3 million being expensed
in the current fiscal year. Based upon the above assumptions, the Company
anticipates reported net income for fiscal 2011 in the range of $24 to $26
million.
USE OF NON-GENERALLY ACCEPTED ACCOUNTING PRINCIPLES ("GAAP") FINANCIAL
MEASURES
In evaluating the Company's financial performance and outlook,
management uses EBITDA, which is a non-GAAP measure. Management believes
that such measure, as a supplement to net income, diluted earnings per
share and other GAAP measures, is a useful indicator for investors. This
indicator can help readers gain a meaningful understanding of the Company's
core operating results and future prospects without the effect of non-cash
items and the Company's ability to generate cash flows from operations that
are available for taxes, capital expenditures, and debt repayment.
Investors should recognize that non-GAAP measures might not be comparable
to similarly titled measures of other companies. These measures should be
considered in addition to, and not as a substitute for or superior to, any
measure of performance, cash flows or liquidity prepared in accordance with
accounting principles generally accepted in the United States.
The following table reconciles net income to EBITDA:
Three Months Ended Six Months Ended
March 31, March 31,
------------------- ------------------
2011 2010 2011 2010
------- ------- ------- -------
Net income attributed to
Landauer, Inc. . . . . . . . $ 7,997 $ 7,811 $13,816 $12,938
Add back:
Interest and other
(income) expense . . . . 75 (48) (17) (53)
Income taxes . . . . . . . 4,294 3,998 7,031 7,015
Depreciation and
amortization . . . . . . 1,807 1,517 3,604 3,063
------- ------- ------- -------
Earnings before interest,
taxes, depreciation and
amortization . . . . . . . . $14,173 $13,278 $24,434 $22,963
======= ======= ======= =======
FORWARD-LOOKING STATEMENTS
Certain of the statements made herein constitute forward-looking
statements that are based on assumptions and involve certain risks and
uncertainties. These include the following, without limitation:
assumptions, risks and uncertainties associated with the Company's
development and introduction of new technologies in general; the ability to
protect and utilize the Company's intellectual property; continued customer
acceptance of the InLight technology; the adaptability of optically
stimulated luminescence (OSL) technology to new platforms and formats;
military and other government funding for the purchase of certain of the
Company's equipment and services; the impact on sales and pricing of
certain customer group purchasing arrangements; the costs associated with
the Company's research and business development efforts; the usefulness of
26
older technologies and related licenses and intellectual property; the
effectiveness of and costs associated with the Company's IT platform
enhancements; the anticipated results of operations of the Company and its
subsidiaries or ventures; valuation of the Company's long-lived assets or
business units relative to future cash flows; changes in pricing of
products and services; changes in postal and delivery practices; the
Company's business plans; anticipated revenue and cost growth; the ability
to integrate the operations of acquired businesses and to realize the
expected benefits of acquisitions; the risks associated with conducting
business internationally; costs incurred for potential acquisitions or
similar transactions; other anticipated financial events; the effects of
changing economic and competitive conditions; foreign exchange rates;
government regulations; accreditation requirements; changes in the trading
market that affect the cost of obligations under the Company's benefit
plans; and pending accounting pronouncements. These assumptions may not
materialize to the extent assumed, and risks and uncertainties may cause
actual results to be different from what is anticipated today. These risks
and uncertainties also may result in changes to the Company's business
plans and prospects, and could create the need from time to time to write
down the value of assets or otherwise cause the Company to incur
unanticipated expenses. 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, 2010 and other reports filed by the Company, from
time to time, with the SEC.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
During the first six months of fiscal 2011, there were no new
accounting pronouncements issued, which would have a material impact on the
Company's consolidated financial statements.
RECENTLY ADOPTED 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 is 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, on-going 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 adoption of this
guidance in the first quarter of fiscal 2011 did not have an impact on the
Company's consolidated financial statements.
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 allows companies to
allocate arrangement consideration in multiple deliverable arrangements in
a manner that better reflects the transaction's economics and often results
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 adoption of this guidance in the first
quarter of fiscal 2011 did not have an impact on the Company's consolidated
financial statements.
27
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,
2010. The Company believes that at March 31, 2011, 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, 2010.
The Company believes there have been no material changes in the information
provided from the end of the preceding fiscal year through March 31, 2011.
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, 2011 were effective.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
During the first fiscal quarter of 2011, the Company implemented the
first phase of its systems initiative which supports the procure to pay
cycle, inventory and general ledger systems. During the second fiscal
quarter of 2011, the Company implemented the second phase of its systems
initiative which consists of web-based customer-facing solutions that do
not have a material impact on the Company's financial statements or
internal control environment. Although management believes that the new
system implemented in the first phase has maintained or enhanced the
Company's internal controls over financial reporting, management has yet to
complete documenting and testing the effectiveness of the new system's
impact on the internal control environment for fiscal 2011. As such, there
is the risk that the new system and/or new internal controls have yet
unidentified deficiencies that could constitute significant deficiencies,
material weaknesses or aggregate to material weaknesses in the Company's
internal control over financial reporting. Management anticipates testing
the new system and the new internal controls during fiscal 2011 as part of
its ongoing testing of the Company's internal controls. There were no
other changes in the Company's internal control over financial reporting
that occurred during the quarterly period ended March 31, 2011 that have
materially affected, or are reasonably likely to materially affect, the
Company's internal control over financial reporting.
28
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, 2011, 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, 2010. The Company believes there have been no material
changes in the information provided from the end of the preceding fiscal
year through March 31, 2011.
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
29
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: May 6, 2011
/s/ Jonathon M. Singer
--------------------------------------
Jonathon M. Singer
Senior Vice President, Treasurer,
Secretary and Chief Financial Officer
(Principal Financial and
Accounting Officer)
30