SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
/X/ QUARTERLY REPORT pursuant to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
For the quarterly period ended December 31, 1996 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
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(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 the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Class Outstanding at February 13, 1997
--------------------------- --------------------------------
Common stock, $.10 par value 8,477,285
PART I. FINANCIAL INFORMATION
LANDAUER, INC.
Balance Sheets
(000's)
ASSETS
______
<TABLE>
<CAPTION>
Dec. 31, Sept. 30,
1996 1996
----------- ----------
derived from
(unaudited)(audited statements)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 2,395 $ 3,359
Short-term investments 7,391 7,885
Accounts receivable,
less allowances of
$137,000 at 12/31/96
and $161,000 at 9/30/96 8,071 7,545
Inventories 1,018 879
Prepaid expenses 183 152
Deferred taxes on income 1,499 1,499
------- -------
Total current assets 20,557 21,319
Property, plant and equipment, 18,508 18,065
at cost Less: Accumulated
depreciation and amortization 10,736 10,340
------- -------
Net property, plant and equipment 7,772 7,725
Investment in U.S. Treasury Securities 4,966 2,936
Cost of purchased businesses in excess
of net assets acquired 2,737 2,779
Equity in Japanese joint venture 3,729 4,069
Other assets 3,033 2,775
-------- --------
$ 42,794 $ 41,603
======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
LANDAUER, INC.
Balance Sheets (Cont'd.)
(000's)
LIABILITIES AND STOCKHOLDERS' INVESTMENT
________________________________________
<TABLE>
<CAPTION>
Dec. 31, Sept. 30,
1996 1996
--------- ---------
derived from
(unaudited)(audited statements)
<S> <C> <C>
Current liabilities:
Accounts payable $ 346 $ 422
Deferred contract revenue 8,358 8,375
Dividend payable 2,543 2,331
Accrued compensation and related costs
1,091 1,235
Accrued pension costs 889 1,265
Accrued taxes on income 2,639 1,335
Accrued expenses 1,947 1,781
-------- --------
Total current liabilities 17,813 16,744
Stockholders' investment:
Preferred stock, $.10 par value per share -
Authorized - 1,000,000 shares
Outstanding - None -- --
Common stock, $.10 par value per share -
Authorized - 20,000,000 shares
Outstanding - 8,477,285 shares 848 848
Premium paid in on common stock 7,675 7,642
Cumulative translation adjustments 105 238
Retained earnings 16,353 16,131
-------- --------
Total stockholders' investment 24,981 24,859
-------- --------
$ 42,794 $ 41,603
======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
LANDAUER, INC.
Statements of Income
(000's, except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
-----------------------
Dec. 31, Dec. 31,
1996 1995
-------- ------
<S> <C> <C>
Net revenues $ 9,147 $ 8,686
Costs and expenses:
Cost of revenues 2,892 2,683
Selling, general and
administrative 2,337 2,382
------ ------
5,229 5,065
------ ------
Operating income 3,918 3,621
Other income, net 374 394
------ ------
Income before income taxes 4,292 4,015
Income tax provision 1,527 1,509
------ ------
Net income $ 2,765 $ 2,506
======== ========
Net income per share $ .33 $ .30
======== ========
Average shares outstanding 8,477 8,477
======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
LANDAUER, INC.
Statements of Cash Flows
(000's)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
--------------------------
Dec. 31, Dec. 31,
1996 1995
------- -------
<S> <C> <C>
Net cash flow from operating activities:
Net income $ 2,765 $ 2,506
Adjustments to reconcile net income
to net cash from operating activities:
Depreciation and amortization 666 631
Equity in net income of foreign affiliate (189) (234)
Compensatory effect of stock options 33 17
Increase in accounts receivable (486) (316)
Decrease (increase) in inventories (139) 2
Decrease (increase) in prepaid expenses (31) 71
Decrease in accounts payable (76) (272)
(Decrease) increase in deferred contract revenue(17) 70
Increase in accrued expenses 950 1,117
Net increase in other non-current assets (457) (127)
------- -------
Net cash generated
from operating activities 3,019 3,465
Cash flow used by investing activities:
Purchases of U.S. Treasury Securities (3,497) 0
Maturities of U.S. Treasury Securities 1,961 999
Acquisition of property, plant,
and equipment (472) (428)
------- --------
Net cash (used) provided by
investing activities (2,008) 571
Cash flow from financing activities:
Dividend received from foreign affiliate 356 386
Dividends paid (2,331) (2,119)
-------- --------
Net cash used by financing activities (1,975) (1,733)
-------- --------
Net increase (decrease) in cash (964) 2,303
Opening balance - cash and cash equivalents 3,359 1,915
-------- --------
Ending balance - cash and cash equivalents $ 2,395 $ 4,218
======== ========
Supplemental Disclosure of Cash Flow
Information:
Cash paid for income taxes $ 223 $ 144
======== ========
Supplemental Disclosure of Non-cash
Financing Activity: Dividend declared $ 2,543 $ 2,119
======== ========
Foreign currency translation adjustment $ 132 $ 6
======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
LANDAUER, INC.
Notes to Financial Statements - December 31, 1996
(Unaudited)
(1) Basis of Presentation
The accompanying unaudited condensed financial statements
reflect the financial position of Landauer, Inc. ("Landauer") as
of December 31, 1996 and September 30, 1996, and the results of
operations and cash flows for the three-month periods ended
December 31, 1996 and 1995. In the opinion of management, the
accompanying unaudited condensed financial statements contain all
adjustments necessary to present fairly the financial position of
Landauer as of December 31, 1996 and September 30, 1996, and the
results of operations for the three-month periods ended December
31, 1996 and 1995.
The accounting policies followed by the Company are set forth
in Note 1 to the
Company's financial statements in the 1996 Landauer Annual Report
on Form 10-K, which is
incorporated by reference.
The results of operations for the three-month periods ended
December 31, 1996 and 1995
are not necessarily indicative of the results to be expected for
the full year.
(2) Cash Dividends
On November 7, 1996, the Company declared a regular quarterly
cash dividend in the
amount of $.30 per share payable on January 9, 1997, to
stockholders of record on December 27, 1996.
Regular quarterly cash dividends of $.275 per share ($1.10
annually) were declared
during fiscal 1996.
Management's Discussion and Analysis of Financial Condition
and Results of Operations
Liquidity and Capital Resources
Landauer's cash flow from operating activities for the three
months ended December 31,
1996 and 1995 amounted to $3,019,000 and $3,465,000,
respectively. Investing activities for the three months ended
December 31, 1996 and 1995 resulted in net purchases of U.S.
Treasury securities of $1,536,000 in fiscal 1997 and maturities
of U.S. Treasury securities of $999,000 in fiscal 1996.
Offsetting these were acquisitions of property, plant and
equipment in the amount of $472,000 and $428,000, respectively.
The Company's financing activities were limited to payments of
cash dividends, offset by foreign dividends received from
Nagase-Landauer, Ltd., our Japanese joint venture.
LANDAUER, INC.
Management's Discussion and Analysis of Financial Condition
and Results of Operations (Cont'd.)
The Company has no long-term liabilities and its requirement
for cash flow to support
investing activities is generally limited. Capital expenditures
for the balance of fiscal 1997 are expected to amount to
approximately $2,500,000, principally for computer hardware, the
development of software systems, and the acquisition of equipment
to support growth and technology enhancements. The Company
anticipates that funds for these capital improvements will be
provided from operations.
The Company presently maintains no external sources of
liquidity, and, in the opinion of management, resources are
adequate for projected operations and capital spending programs,
as well as continuation of the regular cash dividend program.
Landauer requires limited working capital for its operations
since many of its customers pay for services in advance. Such
advance payments amounted to $8,358,000 and $8,375,000,
respectively, as of December 31, 1996 and September 30, 1996, and
are included in deferred contract revenue. While these amounts
represent more than one-half of current liabilities, such amounts
generally do not represent a cash requirement.
Results of Operations
Revenues for the quarter ended December 31, 1996 were 5% higher
compared with the
same quarter a year ago. The increase in revenues was
attributable to gains in the Company's traditional radiation
dosimetry business and higher radon protection plan sales. Gross
margins for the first fiscal quarter were 68.4% of the revenues
compared to 69.1% for the same period in fiscal 1996. The
decrease in margins was primarily attributable to higher costs
associated with radon protection plan revenues as compared with
radiation dosimetry revenues.
Selling, general and administrative expenses were lower in the
current quarter as a
percent of revenues at 25.5% compared to 27.4% for the first
quarter of fiscal 1996. As a result, operating income for the
first fiscal quarter of 1997 was 42.8% of revenues compared to
41.7% for the same period last year. Income before income taxes
was 46.9% of revenues for the quarter just ended compared to
46.2% for the first fiscal quarter of 1996.
The effective tax rate for the Company during the first quarter
of fiscal 1997 was lower at 35.6% compared with 37.6% for the
same period last year as a result of credits associated with the
Company's foreign operations. Resulting net income of $2,765,000
for the first fiscal quarter of 1997 was 10% higher than
$2,506,000 reported in fiscal 1996. Income per share for the
quarter was $.33 versus $.30 for the first fiscal quarter of
1996.
LANDAUER, INC.
Management's Discussion and Analysis of Financial Condition
and Results of Operations (Cont'd.)
PART II. OTHER INFORMATION
Item 2. Legal Proceedings
Landauer is involved in various legal proceedings but believes
that these matters will be resolved without a material effect on
its financial position.
Item 4. Submission of Matters to a Vote of Security Holders
At its Annual Meeting held on January 29, 1997, the
shareholders voted to re-elect
Thomas M. Fulton, Paul B. Rosenberg, and Herbert Roth, Jr. as
directors for three-year terms and to elect Robert J. Cronin and
Richard R. Risk as new directors for two-year terms. Voting for
all nominees were 6,756,484 shares (representing 79.7% of total
shares outstanding), and votes for 46,177 shares were withheld
from all nominees. Continuing as directors are Gary D. Eppen,
Marvin G. Schorr, and Michael D. Winfield.
Shareholders voted to approve the 1997 Non-Employee Directors
Stock Option Plan
with 6,051,200 shares (representing 71.3% of total shares
outstanding) voting for the proposal, 307,486 against, and
277,711 abstaining.
The shareholders also voted to reappoint Arthur Andersen LLP as
the Company's
auditors for the following year, with 6,715,146 shares (79.2% of
total shares outstanding) voting for, 7,036 shares against, and
19,977 shares abstaining.
Item 6. Exhibits and Reports on Form 8-K
(a) No exhibits are filed with this report.
(b) There were no reports on Form 8-K during the quarter for
which this report is
filed.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has
duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
LANDAUER, INC.
Date: February 13, 1997
/s/ James M. O'Connell
_______________________________
James M. O'Connell
Vice President and Treasurer
(Principal Financial and
Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000825410
<NAME> LANDAUER, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-START> OCT-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 2,395
<SECURITIES> 7,391
<RECEIVABLES> 8,208
<ALLOWANCES> 137
<INVENTORY> 1,018
<CURRENT-ASSETS> 20,557
<PP&E> 18,508
<DEPRECIATION> 10,736
<TOTAL-ASSETS> 42,794
<CURRENT-LIABILITIES> 17,813
<BONDS> 0
<COMMON> 848
0
0
<OTHER-SE> 24,133
<TOTAL-LIABILITY-AND-EQUITY> 42,794
<SALES> 9,147
<TOTAL-REVENUES> 9,147
<CGS> 2,892
<TOTAL-COSTS> 2,892
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 4,292
<INCOME-TAX> 1,527
<INCOME-CONTINUING> 2,765
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,765
<EPS-PRIMARY> .33
<EPS-DILUTED> .33
</TABLE>
