LDR Landauer, Inc. (delisted)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,  D.C.  20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported):  May 11, 2015

 

 

 

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

[  ]Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

[  ]Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

[  ]Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

[  ]Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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On May 11, 2015, Landauer, Inc. (the “Company”) issued a Press Release announcing its earnings for its fiscal 2015 second quarter ended March 31, 2015.   A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

 

 

Beginning May 11, 2015, the Company will make available and distribute to analysts and prospective investors a slide presentation. The presentation materials include information regarding the Company’s operating and growth strategies and financial performance. Pursuant to Regulation FD, the presentation materials are attached as Exhibit 99.2 to this Current Report on Form 8-K.

 

 

 

At its meeting on May 14, 2015, the Company’s Board of Directors consented to a vote to declare a regular quarterly cash dividend of $0.275 per share for the third quarter of fiscal 2015. The dividend will be paid on July 2, 2015, to shareholders of record on June 11, 2015.  A copy of the Press Release is furnished as Exhibit 99.3 to this Current Report on Form 8-K.

 

 

 

(d) Exhibits.

 

 

 

 

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

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News Release

 

LANDAUER

 

 

 

LANDAUER, INC. Reports

Fiscal 2015 SECOND QUARTER RESULTS

 

 

For Further Information Contact:

Jim Polson

FTI Consulting

Phone: 312-553-6730

Email: jim.polson@fticonsulting.com

 

 

GLENWOOD, Ill.— May 11, 2015—Landauer, Inc. (NYSE: LDR), a recognized leader in personal and environmental radiation measurement and monitoring, outsourced medical physics services and high quality medical consumable accessories, today reported financial results for its fiscal 2015 second quarter ended March 31, 2015.

 

Fiscal 2015 Second Quarter Highlights

 

Mike Leatherman, President and Chief Executive Officer of Landauer stated, “While our reported results for the second quarter reflected the impact of foreign currency and our audit, legal and professional fees incurred to complete our latest Form 10-K filing, our core business remains strong. During the quarter, revenues in our domestic radiation measurement segment grew 4.3%, and revenues in our Medical Physics segment grew 7.5%.  The growth in these services demonstrates the strength of our unique position as an integrated solution for our customers.” 

 

Leatherman continued, “During the second quarter, we have continued to focus on our strategic priorities that will drive long-term, profitable growth, including the continued progress of our next generation digital dosimeter platform, Verifii, and the remediation of the accounting control issues identified in our latest Form 10-K filing. We remain confident that we have put the right team and structure in place to drive growth for our shareholders.”

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Second Fiscal Quarter Financial Overview

 

Revenues for the second fiscal quarter of 2015 were $38.1 million, a decrease of $1.0 million, or 2.6%, compared to revenues of $39.1 million for the second fiscal quarter of 2014. Radiation Measurement revenues for the second fiscal quarter of 2015 were $27.2 million, a 5.2% decrease compared to $28.7 million for the second fiscal quarter of 2014. The decrease in revenues was due primarily to the unfavorable impact of changes in foreign currency exchange rates of $1.6 million and a decrease in product sales in Europe of $1.0 million, partially offset by an increase in military product sales of $1.1 million. Medical Physics revenues increased $0.6 million, due to increased imaging services. Medical Products revenues were flat.

Operating income for the second fiscal quarter of 2015 was $5.6 million, a decrease of $1.3 million, or 18.8%, compared with operating income of $6.9 million for the second fiscal quarter of 2014. The decrease in operating income was driven by lower gross profit of $1.2 million, resulting from unfavorable foreign currency rates, and higher audit, legal, and professional fees associated with the fiscal 2014 Form 10-K restatement and accounting control issues.

 

Fiscal Six Months Financial Overview

 

Revenues for the first six months of fiscal 2015 were $75.7 million, a 1.9% decrease compared to $77.2 million for the first six months of fiscal 2014. The Radiation Measurement segment decreased $3.2 million due to an unfavorable foreign currency impact of $2.4 million and a decrease in product sales in Europe of $1.0 million, partially offset by an increase in military product sales of $0.4 million. The Medical Physics segment increased $1.3 million, driven by new customer contracts for outsourced enterprise radiation safety solutions.  Revenues in the Medical Products segment increased $0.3 million due to the full-period impact of a modest acquisition in December 2013.

 

Operating income for the first six months of fiscal 2015 was $11.8 million, a 4.1% decrease compared to operating income of $12.3 million for the first six months of fiscal 2014.  The decrease in operating income was driven by unfavorable foreign currency rates, and higher audit, legal, and professional fees associated with the fiscal 2014 Form 10-K restatement and accounting control issues.

 

Fiscal 2015 Outlook

 

Landauer’s business plan for fiscal 2015 currently anticipates aggregate revenues for the year to be in the range of $153 to $163 million. This range reflects the uncertainty of the impact of foreign currencies, and to a lesser extent, government funding during fiscal 2015 for military equipment sales opportunities.  The business plan also anticipates:

 

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Conference Call Details

 

Landauer has scheduled its second quarter conference call for investors over the Internet on Monday, May 11, 2015, at 4:00 p.m. Central Time (5 p.m. Eastern Time).  To participate, callers should dial 888-417-8533 (within the United States and Canada), or 719-325-2455 (international callers) about 10 minutes before the presentation.  To listen to a webcast on the Internet, please go to the Company’s website at http://www.landauer.com at least 15 minutes early to register, download and install any necessary audio software.  Investors may access a replay of the call by dialing 888-203-1112 (within the United States and Canada), or 719-457-0820 (international callers), passcode 8727665#, which will be available through Wednesday, June 10, 2015.  The replay will also be available on Landauer’s website for 30 days following the call.

 

About Landauer

 

Landauer is a leading global provider of technical and analytical services to determine occupational and environmental radiation exposure, the leading domestic provider of outsourced medical physics services, as well as a provider of high quality medical accessories used in radiology, radiation therapy, and image guided surgery procedures.  For more than 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.  The Company provides its dosimetry services to approximately 1.8 million individuals globally.  In addition, through its Medical Physics segment, the Company provides therapeutic and imaging physics services to the medical physics community. Through its Medical Products segment, the Company provides medical consumable accessories used in radiology, radiation therapy, and image guided surgery procedures.  For information about Landauer, please visit their website at http://www.landauer.com.

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Safe Harbor Statement

 

Some of the information shared here (including, in particular, the section titled “Fiscal 2015 Outlook”) constitutes 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 future performance, the Company’s development and introduction of new technologies in general; the ability to protect and utilize the Company’s intellectual property; continued customer acceptance of the InLight technology; the adaptability of optically stimulated luminescence (OSL) technology to new platforms and formats; military and other government funding for the purchase of certain of the Company’s equipment and services; the impact on sales and pricing of certain customer group purchasing arrangements; changes in spending or reimbursement for medical products or services; the costs associated with the Company’s research and business development efforts; the usefulness of older technologies and related licenses and intellectual property; the effectiveness of and costs associated with the Company’s IT platform enhancements; the anticipated results of operations of the Company and its subsidiaries or ventures; valuation of the Company’s long-lived assets or business units relative to future cash flows; changes in pricing of services and products ; changes in postal and delivery practices; the Company’s business plans; anticipated revenue and cost growth; the ability to integrate the operations of acquired businesses and to realize the expected benefits of acquisitions; the risks associated with conducting business internationally; costs incurred for potential acquisitions or similar transactions; other anticipated financial events; the effects of changing economic and competitive conditions, including instability in capital markets which could impact availability of short and long-term financing; the timing and extent of changes in interest rates; the level of borrowings; foreign exchange rates; government regulations; accreditation requirements; changes in the trading market that affect the costs of obligations under the Company’s benefit plans; and pending accounting pronouncements.  These assumptions may not materialize to the extent assumed, and risks and uncertainties may cause actual results to be different from what is anticipated today.  These risks and uncertainties also may result in changes to the Company’s business plans and prospects, and could create the need from time to time to write down the value of assets or otherwise cause the Company to incur unanticipated expenses.  Additional information may be obtained by reviewing the information set forth in Item 1A “Risk Factors” and Item 7A “Quantitative and Qualitative Disclosures about Market Risk” and information contained in the Company's Annual Report on Form 10-K for the year ended September 30, 2014 and other reports filed by the Company, from time to time, with the Securities and Exchange Commission.  The Company does not undertake, and expressly disclaims, any duty to update any forward-looking statement whether as a result of new information, future events or changes in the Company’s expectations, except as required by law.

 

 

 

Financial Tables Follow 

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  Landauer, Inc. and Subsidiaries 

Consolidated Balance Sheets

 

 

 

 

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Landauer, Inc. and Subsidiaries 

Second Fiscal Quarter 2015 Financial Highlights

 

 

 

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Landauer, Inc. and Subsidiaries 

Consolidated Statements of Cash Flows

 

 

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A reconciliation of these non-GAAP measures to the most directly comparable GAAP measures is provided below:

 

 

 

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Segment Information

 

The following tables summarize financial information for each reportable segment for the three and six months ended March 31: 

 

 

 

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Respect  Innovation  Honesty Reliability  Investor PresentationSecond Quarter 2015 Earnings Presentation

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Safe Harbor Statement  Someoftheinformationsharedhere(including,inparticular,thesectiontitled“Fiscal2014Outlook”)constitutesforward-lookingstatementsthatarebasedonassumptionsandinvolvecertainrisksanduncertainties.Theseincludethefollowing,withoutlimitation: assumptions,risksanduncertaintiesassociatedwiththeCompany’sfutureperformance,theCompany’sdevelopmentandintroductionofnewtechnologiesingeneral;theabilitytoprotectandutilizetheCompany’sintellectualproperty;continuedcustomeracceptanceoftheInLighttechnology;theadaptabilityofopticallystimulatedluminescence(OSL)technologytonewplatformsandformats;militaryandothergovernmentfundingforthepurchaseofcertainoftheCompany’sequipmentandservices;theimpactonsalesandpricingofcertaincustomergrouppurchasingarrangements;changesinspendingorreimbursementformedicalproductsorservices;thecostsassociatedwiththeCompany’sresearchandbusinessdevelopmentefforts;theusefulnessofoldertechnologiesandrelatedlicensesandintellectualproperty;theeffectivenessofandcostsassociatedwiththeCompany’sITplatformenhancements;theanticipatedresultsofoperationsoftheCompanyanditssubsidiariesorventures;valuationoftheCompany’slong-livedassetsorbusinessunitsrelativetofuturecashflows;changesinpricingofservicesandproducts;changesinpostalanddeliverypractices;theCompany’sbusinessplans;anticipatedrevenueandcostgrowth;theabilitytointegratetheoperationsofacquiredbusinessesandtorealizetheexpectedbenefitsofacquisitions;therisksassociatedwithconductingbusinessinternationally;costsincurredforpotentialacquisitionsorsimilartransactions;otheranticipatedfinancialevents;theeffectsofchangingeconomicandcompetitiveconditions,includinginstabilityincapitalmarketswhichcouldimpactavailabilityofshortandlong-termfinancing;thetimingandextentofchangesininterestrates;thelevelofborrowings;foreignexchangerates;governmentregulations;accreditationrequirements;changesinthetradingmarketthataffectthecostsofobligationsundertheCompany’sbenefitplans;andpendingaccountingpronouncements.Theseassumptionsmaynotmaterializetotheextentassumed,andrisksanduncertaintiesmaycauseactualresultstobedifferentfromwhatisanticipatedtoday.TheserisksanduncertaintiesalsomayresultinchangestotheCompany’sbusinessplansandprospects,andcouldcreatetheneedfromtimetotimetowritedownthevalueofassetsorotherwisecausetheCompanytoincurunanticipatedexpenses. AdditionalinformationmaybeobtainedbyreviewingtheinformationsetforthinItem1A“RiskFactors”andItem7A“QuantitativeandQualitativeDisclosuresaboutMarketRisk”andinformationcontainedintheCompany'sAnnualReportonForm10-KfortheyearendedSeptember30,2014andotherreportsfiledbytheCompany,fromtimetotime,withtheSecuritiesandExchangeCommission.TheCompanydoesnotundertake,andexpresslydisclaims,anydutytoupdateanyforward-lookingstatementwhetherasaresultofnewinformation,futureeventsorchangesintheCompany’sexpectations,exceptasrequiredbylaw.

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Business Facts  Financial Highlights  The Global Leader in Radiation Science and Services  Landauer Today  .$155 Million in Annual Revenue (Fiscal 2014) .$37 Million in International Sales (Fiscal 2014) .~ 90% Recurring Revenues .$44.4 Million in Adjusted EBITDA (Fiscal 2014) .$189 Million in Cumulative Dividends paid over last 10 years    .Based in Glenwood, IL .Founded in 1954  .Approximately 650 employees .Global Platform and Infrastructure .73,000 annual customers served; 1.8M annual individuals  served .94%+ Customer retention rates   Three Operating Segments  Diverse Markets Served  W:LogosCompany LogosIJKLizi med.jpg Luxel_Waist.png inlight_clip_holder_front_L.png Untitled-1.png .Healthcare & Education .National Security .Energy .Industry  .Military/Emergency Response   .Radiation Measurement -85% of FY 2014 Op Income     .Medical Physics -12% of FY 2014 Op Income     .Medical Products -3% of FY 2014 Op Income       * Normalized to adjust for charges.

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OUR MODEL  HIGHLIGHTS  •Annuity focused  revenues streams  •Best-in-class technology •Large, diverse client  base across multiple  industries and  geographies •Significant free cash  flow generation •Strong shareholder  returns via meaningful  dividend yield      .Stable Core Business      .Strong Financial Profile      .Strategic Expansion Opportunities

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Financial Leadership Transition •Dan Fujii named Chief Financial Officer •Kara Venegas named Corporate Controller and Chief Accounting Officer       Bolstered Leadership Team   •Strengthened internal controls •Returned to normal reporting cycle •Actively working to remediate control issues identified in latest Form 10-K filing       Financial Controls Stabilization  •Unfavorable foreign currency rates impacted both revenues and  operating expenses for the second quarter of 2015 •Adverse impact of foreign currency exchange rates expected to result in financial  performance near the lower end of FY’15 revenue guidance       Forex Impact  Recent Developments

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Significant  Significant Expansion of  Expansion of  Addressable Market Creating  Addressable Market Creating  Growth Opportunity Growth Opportunity  V A L U E P R O P O S I T I O N   M A R K E T D E M A N D   COMPETITIVE  ADVANTAGES  .First Mover Advantage .Market Leading Positions .Best in Class Technology .Integrated Platform and  Infrastructure .Large, Diverse Client Base   INDUSTRY TRENDS  .Healthcare Consolidation .The Joint Commission -New  Accreditation Standards .Radiation Treatment Complexity .Tougher State and Federal  Regulations .Cost Reduction Pressures   What is the OpportunityRadiation Risk: Not Managed Consistently/More Complex  R a d i a t i o n M e a s u r e m e n t   I m a g i n g P h y s i c s   I n f o r m a t i c s   The Only Enterprise  Wide Radiation Safety  Solution Provider   No Single Individual  Managing Radiation Risk  Consistently Across A  Healthcare System  E N T E R P R I S E W I D E R A D I A T I O N S A F E T Y S O L U T I O N   E N T E R P R I S E W I D E R A D I A T I O N S A F E T Y S O L U T I O N   ENTERPRISE WIDE RADIATION SAFETY & SECURITY SOLUTIONS

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to   Driving Strong Cash Flows…  .Fund competitive dividend .Invest in the business .Pay down debt   2011  2012  2013  2014  $18,314 $18,314  $10  $20  $21,886 $21,886  $16,204 $16,204  Q2 YTD  2015  $11,794 $11,794  $25  $30  $35  $15  Free Cash Flow  •Cumulative FCF Generation of +$100M since 2011   Cash Flow Priorities & Strategy  Strong FCF Generation  Strong FCF Generation  is an important component  is an important component  of the Landauer value  of the Landauer value  proposition proposition  $ (Millions)  $32,524 $32,524

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Balanced Approach to Capital   Investing in the business and returning cash to shareholders Investing in the business and returning cash to shareholders  .A track record of returning  cash to shareholders through  a competitive dividend .Currently over 3% dividend  yield .Long history of uninterrupted  dividend payments   Committed to Strong  Shareholder Returns  0.00%  1.00%  2.00%  3.00%  4.00%  5.00%  6.00%  2011  2012  2013  2014  2015*  Dividend Yield  LDR  Russell 2000  *Dividend Yield as of 5/7/2015

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.Capitalize on the continued convergence of radiation dosimetry and  imaging physics services     .Support our clients’ compliance with new regulatory requirements pursuant  to The Joint Commission -July 2015     .Significant progress on development of software for our digital  dosimetry service .On track for 2016 commercial launch     .Added the required resources during the quarter to pursue this market  niche more aggressively given the opportunity to claim market share. .Expect to see benefits from this investment as soon as 2Q 2016      Strategic Initiatives  Alignment of Sales  and Marketing  Functions  Target Professional  Office and Medical  Clinic Market   Commercialization  of Verifii  Advancement of  Informatics Solutions   Core Business Investments Focused on Top and Bottom Line Benefits

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Financial Overview  Respect 

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Innovation  Honesty  Reliability Landauer Financial Overview  ($ in millions, FYE 9/30)  Revenue Revenue  $120.5  $152.1  $149.7  $155.1  $153 -$163  2011  2012  2013  2014  2015Guidance  ($ in millions, FYE 9/30)  Adjusted EBITDA Adjusted EBITDA  $48.2  $54.0  $47.9  $44.4  $41 -$46  2011  2012  2013  2014  2015Guidance  .Approximately 90% of revenue derived from  subscription and is recurring in nature .Increase operating income at a higher growth  rate than revenue .Contract with U.S. military to replace its  antiquated radiation monitoring system  provides opportunities to expand to other  global military and first responder markets .Strategic expansion contributing to long term  growth prospects .Strong history of EBITDA to support dividend  return to shareholders, reinvestment in the  core business and capital required to support  strategic expansion .Diversified business platform

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Q2 FY15 Financial Highlights  Adjusted EBITDA Adjusted EBITDA  .Revenue of $38.1M in the second quarter of fiscal 2015  down $1.0 million y/y due to unfavorable FX. On a  constant currency basis, revenues increased y/y. .Increase in military sales by $1.1 million over the prior  year period; materially in-line with plan year to date .Operating income of $5.6 million versus income of $6.9  million in prior year period.  .Net income of $3.5 million, or $0.37 per diluted share. .Adjusted EBITDA of $9.0 million, down $2.3 million y/y  due to lower revenue and margin, unfavorable FX and  higher SG&A   $9.0 $9.0  $ $11.4 11.4  $0  $5  $10  $15  Q2 2015  Q2 2014  Millions  Revenue Revenue  Free Cash Flow Free Cash Flow  $11.8 $11.8  $17.7 $17.7  $0  $5  $10  $15  $20  Q2 2015  Q2 2014  Millions  $27.2  $28.7  $8.6  $8.0  $2.3  $2.3  $0  $10  $20  $30  $40  $50  Q2 2015  Q2 2014  Millions  Rad Measurement  Med Physics  Med Products  Key Q2 FY 2015 Financial Drivers Key Q2 FY 2015 Financial Drivers

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Attractive Total Return to Shareholders  Driving Long-Term Sustainable Growth  .Approx. 3% base annual dividend yield .Reduced dividend in Q2 to enhance operational and financial  flexibility of the Company in the current market   Capital to support  strategic  expansion  Reinvestment in core  business  Commitment to  Dividend  .Core business investments focused on top and bottom line  benefits; .Driving increase in annuity based revenues, as well as  growing operating income at a higher rate than revenues .Next generation dosimetry platform investments .Improvements focused in both core business growth  segments

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Underlying Assumptions for 2015 Underlying Assumptions for 2015  Fiscal Year  Fiscal Year 2015 Outlook 2015 Outlook  Outlook  .Outlook reflects uncertainty of FX and to a lesser  extent government funding for FY’2015 .Effective tax rate within range of 21% -25% .Higher professional fees associated with stabilizing  financial controls .Adjusted Net Income and EBITDA FY’2015 results  likely to be near the lower end of guidance range  due to unfavorable impact of FX     Q2 YTD  Full Year  Adjusted  Guidance  Revenue  $75.7  $153 -$163M   Adjusted   Net Income  $8.6  $16 -$19M   Adjusted EBITDA  $ 19.4  $41 -$46M

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Appendix  Respect  Innovation 

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Honesty  ReliabilityQ2 2015 YTD Adjusted Results  $ Millions  Q2 YTD Adjustment  Non-cash  Q2 YTD  Stock Based  Q2YTD  As Reported  Compensation  Adjusted  Revenue  $75.7  $75.7  Net Income  $7.9  $0.7   $8.6   Adjusted EBITDA  $18.5  $0.9  $19.4     Q2 YTD Adjusted Results Q2 YTD Adjusted Results

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News Release

 

LANDAUER

For Immediate Release

 

LANDAUER, INC.  DECLARES REGULAR CASH DIVIDEND

 

 

For Further Information Contact:

Jim Polson

FTI Consulting

Phone: 312-553-6730

Email: jim.polson@fticonsulting.com

 

GLENWOOD, ILLINOIS, May 15, 2015 - Landauer, Inc. (NYSE: LDR), a recognized leader in personal and environmental radiation measurement and monitoring, outsourced medical physics services and high quality medical consumable accessories, announced that its Board of Directors declared on May 14, 2015, a regular quarterly cash dividend of $0.275 per share.  The dividend will be paid on July 2, 2015, to shareholders of record on June 11, 2015.

 

About Landauer

Landauer is a leading global provider of technical and analytical services to determine occupational and environmental radiation exposure, the leading domestic provider of outsourced medical physics services, as well as a provider of high quality medical accessories used in radiology, radiation therapy, and image guided surgery procedures. For more than 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. The Company provides its dosimetry services to approximately 1.8 million individuals globally. In addition, through its Medical Physics segment, the Company provides therapeutic and imaging physics services to the medical physics community. Through its Medical Products segment, the Company provides medical consumable accessories used in radiology, radiation therapy, and image guided surgery procedures. For information about Landauer, please visit our website at http://www.landauer.com.

 

For the latest news releases and other corporate documents on Landauer, Inc., visit

www.landauer.com 

 

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