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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended Commission File Number 1-9788
September 30, 1997
LANDAUER, INC.
(Exact name of registrant as specified in its charter)
Delaware 06-1218089
(State or other jurisdiction (I.R.S. Employer
of 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
Securities registered pursuant to Section 12(b) of the Act:
Common stock with par value of $.10 American Stock Exchange
(Title of each class) (Name of exchange on which registered)
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 if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.
As of December 11, 1997, 8,504,091 common shares were outstanding, and
the aggregate market value of the voting and non-voting common equities
(based upon the closing price on the American Stock Exchange) held by
non-affiliates was approximately $210,000,000.
Certain portions of the registrant's definitive Proxy Statement in
connection with the February 4, 1998 Annual meeting of Stockholders
(the "Proxy Statement") are incorporated by reference into Part III of
this Annual Report on Form 10-K.
INDEX
Item Page
PART I
1. Business
General Description 3
Marketing and Sales 3
Patents 4
Raw Materials 4
Competition 4
Research and Development 5
Environmental Regulations 5
Employees and Labor Relations 6
2. Properties 6
3. Legal Proceedings 6
4. Submission of Matters to a Vote of Security Holders 6
4A. Executive Officers of the Registrant 6
PART II
5. Market for Registrant's Common Stock and
Related Stockholder Matters 7
6. Selected Financial Data 7
6. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
8. Financial Statements and Supplementary Data
Consolidated Balance Sheets 9
Consolidated Statements of Income 11
Consolidated Statements of Stockholders' Investment 12
Consolidated Statements of Cash Flows 13
Notes to Financial Statements 15
Report of Independent Public Accountants 22
9. Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure 24
PART III
10. Directors and Executive Officers of the Registrant 24
11. Executive Compensation 24
12. Security Ownership of Certain Beneficial Owners
13. and Management 24
13. Certain Relationships and Related Transactions 24
PART IV
14. Exhibits, Financial Statement Schedules, and Reports
on Form 8-K 24
Financial Statements 24
Financial Statement Schedules 24
List of Exhibits 25
Reports on Form 8-K 26
Signatures of Registrant and Directors 27
PART I
ITEM 1. BUSINESS
GENERAL DESCRIPTION
Landauer, Inc. is a Delaware corporation organized on December 22, 1987
to carry on the radiation monitoring business previously carried on by
Tech/Ops, Inc. (Tech/Ops). On February 6, 1991, the Company changed its
name from Tech/Ops Landauer, Inc. to Landauer, Inc.
The Company offers a service for measuring, primarily through film and
thermoluminescent badges worn by client personnel, the dosages of x-
ray, gamma radiation and other penetrating ionizing radiations to which
the wearer has been exposed. While most of the Company's revenues are
domestic, these services are marketed in the United Kingdom and Canada.
Landauer's operations also include a service for detecting radon gas.
Landauer also offers personnel dosimetry services for monitoring
nitrous oxide anesthetic gases. At present, these services make up a
small part of revenues.
Landauer's wholly-owned subsidiary, HomeBuyer's Preferred, Inc., offers
a radon monitoring service and when warranted, remediation to
purchasers of personal residences. The service is targeted to corporate
employee relocation programs which have generally regarded radon as a
serious environmental hazard.
Landauer's activities also include the operations of a 50%-owned
subsidiary in Japan involved in radiation monitoring in that country.
The Company's shares are listed on the American Stock Exchange. As of
September 30, 1997, there were 8,504,091 shares outstanding.
As used herein, the "Company" or "Landauer" refers to Landauer, Inc.
and its wholly-owned subsidiary.
MARKETING AND SALES
Landauer's personnel dosimetry services are marketed primarily by full-
time Company personnel located in Illinois, Michigan, California,
Maryland, New Jersey, Georgia, Texas, and the United Kingdom. U.S.
sales personnel also market these services in Canada. Other firms and
individuals market the Company's services on a commission basis,
primarily to small customers.
The Company has more than 45,000 customers representing more than
900,000 individuals who use the Company's services. Typically, a client
will contract for a year's service in advance, representing twelve
monthly badges, readings, and reports. Sales are made principally on a
subscription basis and deferred income as shown on the balance sheet
represents advance payment for services to be rendered. At September
30, 1997 and 1996, deferred income was $8,710,000 and $8,375,000,
respectively.
Radon gas detection kits are marketed primarily to institutional
customers and to retail customers through some major retail chains and
wholesale distributors to smaller retailers.
The HomeBuyer's Preferred Radon Protection Plan service agreement is
marketed to companies and to their corporate relocation service
providers for the benefit of purchasers of residences incident to
transfers of personnel.
PATENTS
The Company holds exclusive world-wide licenses to patent rights for
certain technologies which measure radiation exposure to crystalline
materials when stimulated with light. These licenses were acquired by
the Company from Battelle Memorial Institute in 1994 as part of a
collaborative effort to develop a new generation of radiation dosimetry
technology.
At this time the Company is using the optically stimulated technology
to provide dosimetry services to a small number of its customers. The
Company is concurrently developing equipment and systems which will
make this technology available to virtually all of its customers over
the next three years. The importance of the licenses cannot be
determined until the technology is fully developed and implemented as a
commercial service.
Additionally, the Company holds certain patent rights which relate to
various designs of alpha-track radon detection devices. These patents
expire from the years 2000 through 2010.
The Company believes that its business is primarily dependent upon the
Company's technical competence, the quality and reliability of its
services, and its prompt and responsive performance.
Rights to inventions of employees working for Landauer are assigned to
the Company.
RAW MATERIALS
The Company has many sources for most of its materials and supplies,
such as chemicals, and believes that the number of sources and
availability of items are adequate. Landauer internally produces
certain of its requirements, such as plastic film badge holders.
Although the Company purchases most of its photographic film from a
single supplier, the Company's development of the optically stimulated
luminescence technology is expected to replace film as the predominant
method for providing radiation dosimetry services.
COMPETITION
There are two major competitors as well as a number of small companies
that operate in limited markets. During 1996, the Company's two largest
competitors merged to form the second largest personnel dosimetry
service in the U.S.
With the exception of Japan and the United Kingdom, radiation
monitoring activities in most major foreign countries are generally
conducted by government agencies. The Japanese market is served by the
Company through its 50%-owned joint venture, Nagase-Landauer, Ltd.
Customers in the United Kingdom are served by the Company's facility in
Oxford. In early 1995, the Company began offering radiation monitoring
services to customers in Canada following approval of the Company's
devices by Canadian authorities. In the United States, major government
installations, such as Oak Ridge National Laboratories, have their own
in-house radiation monitoring services. Additionally, many large
private nuclear power plants also have their own in-house radiation
monitoring services. As stated above, the Company competes on the basis
of technical competence, the quality and reliability of its services,
and its prompt and responsive performance.
Radon gas detection services represent a market in which Landauer has
many large and small competitors, many of whom use short-term charcoal
detectors rather than the Company's alpha-track detectors. Charcoal
radon detection technology measures gamma radiation (the radioactive
decay products of radon gas) which has been adsorbed in charcoal after
a period of from two to five days. Alpha-track technology measures the
damage to a specially formulated plastic chip caused by radioactive
decay products of radon gas over periods of from two weeks to one year.
Competition occurs based on the alternative technologies available and
is usually subject to a bid process.
The HomeBuyer's Preferred Radon Protection Plan represents a relatively
new product sold exclusively to the corporate relocation market. In the
past, more traditional methods of detection and remediation of radon
gas hazards have been employed. Competition has emerged from existing
providers of environmental testing as well as from start-up firms.
RESEARCH AND DEVELOPMENT
The Company's technological expertise has been an important factor in
its growth. The Company regularly pursues product improvements to
maintain its technical position. The development of optically-
stimulated luminescence dosimetry, announced in 1994, was funded by the
Company in its collaborative effort with Battelle Memorial Institute to
commercialize a new technology for radiation dosimetry. The Company
plans to accelerate the introduction of this technology during 1998.
The Company also participates regularly in several technical
professional societies, both domestic and international, that are
active in the fields of health physics, radiation detection and
monitoring.
ENVIRONMENTAL REGULATIONS
The Company believes that it complies with federal, state and local
provisions which have been enacted or adopted regulating the discharge
of materials into the environment or otherwise protecting the
environment. This compliance has not had, nor is it expected to have, a
material effect on the capital expenditures, financial condition,
liquidity, results of operation, or competitive position of Landauer.
EMPLOYEES AND LABOR RELATIONS
As of September 30, 1997, the Company employed approximately 260 full-
time employees. Landauer believes its relations with its employees are
good.
ITEM 2. PROPERTIES
Landauer owns three adjacent buildings totalling approximately 60,000
square feet in Glenwood, Illinois, about 30 miles south of Chicago.
The properties and equipment of the Company are in good condition and,
in the opinion of management, are suitable and adequate for the
Company's operations.
ITEM 3. LEGAL PROCEEDINGS
Landauer is involved in various legal proceedings, but believes that
these matters will be resolved without a material effect on its
liquidity, results of operation, or financial position.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers of the Company are as follows:
NAME OF OFFICER AGE POSITION
- --------------- --- ---------
Thomas M. Fulton 64 President and
Chief Executive Officer
James M. O'Connell 50 Vice President, Finance,
Treasurer, Secretary, and
And Chief Financial Officer
Brent A. Latta 54 Executive Vice President
R. Craig Yoder 45 Vice President-Operations
Mr. Fulton had for ten years been the General Manager of the R. S.
Landauer Jr. & Company division of Tech/Ops, Inc., the former parent of
Landauer, and was elected to his current positions at the inception of
the Company on December 22, 1987. Mr. O'Connell, Mr. Latta, and Dr.
Yoder were elected to their positions on November 7, 1990, November 15,
1988, and February 2, 1994, respectively. Mr. O'Connell, prior to
joining the Company in September 1990, was, for two years, Vice
President and Chief Financial Officer of Darome, Inc., a
telecommunications service and equipment manufacturing company. Mr.
Latta, who joined the Company in June, 1987, had for more than five
years previously been Vice President, Marketing of Sherwood Medical
Company, a manufacturer and distributor of medical products. Dr. Yoder
was elected to his position after serving as the Company's Technology
Manager since 1983. Prior to this he was a member of the senior
technical staff at Pennsylvania Power and Light, and at Battelle
Pacific Northwest Laboratory.
There are no family relationships between any director or executive
officer and any other director or executive officer of the Company.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS
The Company's Common Stock has been traded on the American Stock
Exchange since 1988. A summary of market prices of the Company's Common
Stock is set forth in the table on page 20 of this Annual Report on
Form 10-K. At December 11, 1997, there were approximately 600
shareholders of record. There were no sales of unregistered securities
during fiscal 1997.
The Company has paid regular quarterly cash dividends since January,
1990. The Company has also paid special cash dividends in 1990 and
1992. A summary of cash dividends paid for the last two years is set
forth in the table on page 20 of this Annual Report on Form 10-K.
ITEM 6. SELECTED FINANCIAL DATA
A summary of selected financial data for the last six years is set
forth in the inside front cover of the Company's Annual Report to
Stockholders accompanying this Annual Report on Form 10-K.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Fiscal 1997 Compared to Fiscal 1996
Net revenues for fiscal 1997 were $39,914,000, an increase of
$3,398,000, or 9.3%, over fiscal 1996. The growth in revenues resulted
from increased unit sales and pricing for personnel dosimetry services
and from increased sales of radon protection plan service agreements.
Cost of sales as a percentage of net revenues decreased to 30% in
fiscal 1997 compared with 30.1% a year ago.
Selling, general and administrative expenses for fiscal 1997 increased
$806,000, or 8.3%, compared with fiscal 1996. As a percentage of net
revenues, such expenses decreased to 26.3% in fiscal 1997 from 26.5% a
year ago.
Other income for fiscal 1997 decreased to $1,518,000 from $1,579,000 in
fiscal 1996, primarily as a result of lower income from the Company's
Japanese venture due to a strong U.S. dollar in fiscal 1997.
Income tax expense for fiscal 1997 was $6,954,000 compared with
$6,518,000 in fiscal 1996. The fiscal 1997 effective tax rate was lower
at 36.7% compared with 37.4% for fiscal 1996 as a result of higher
foreign tax credits.
As a result, net income for fiscal 1997 increased $1,120,000, or 10.3%,
to $12,019,000. Income per share increased from $1.29 in fiscal 1996 to
$1.42 in fiscal 1997.
FISCAL 1996 COMPARED TO FISCAL 1995
Net revenues for fiscal 1996 were $36,516,000, an increase of
$2,484,000, or 7.3%, over fiscal 1995. The growth in revenues resulted
from increased unit sales and pricing for personnel dosimetry services
and from increased sales of radon protection service agreements.
Cost of sales as a percentage of net revenues increased to 30.1% in
fiscal 1996 compared with 29.1% a year ago. The increase in costs was
primarily attributable to higher costs associated with the increase in
radon protection service agreement revenues.
Selling, general and administrative expenses for fiscal 1996 increased
$210,000, or 2.2%, compared with fiscal 1995. As a percentage of net
revenues, such expenses decreased to 26.5% in fiscal 1996 from 27.8% a
year ago.
Other income for fiscal 1996 increased to $1,579,000 from $1,381,000 in
fiscal 1995. Higher interest and income from the Company's Japanese
venture contributed to most of the increase.
Income tax expense for fiscal 1996 was $6,518,000 compared with
$5,985,000 in fiscal 1995. The fiscal 1996 effective tax rate was 37.4%
compared with 37.3% for fiscal 1995.
As a result, net income for fiscal 1996 increased $838,000, or 8.3%, to
$10,899,000. Income per share increased from $1.19 in fiscal 1995 to
$1.29 in fiscal 1996.
ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CONSOLIDATED BALANCE SHEETS
LANDAUER, INC. AND SUBSIDIARY
(DOLLARS IN THOUSANDS)
AS OF SEPTEMBER 30, NOTES 1997 1996
---- ----
ASSETS
Current assets:
Cash and cash equivalents - 1 $1,860 $ 3,359
Short-term investments1 8,381 7,885
Receivables, net of allowances for
doubtful accounts of $219,000 in
1997 and $161,000 in 1996 8,568 7,545
Inventories - 1 1,108 879
Prepaid expenses 96 152
Deferred taxes on income - 3 1,318 1,499
------- ------
Total current assets 21,331 21,319
Property, plant and equipment, at cost: - 1
Land and improvements 571 567
Buildings and improvements 3,191 3,187
Equipment 15,650 14,311
19,412 18,065
Less: accumulated depreciation and
amortization 11,681 10,340
Net property, plant and equipment 7,731 7,725
Investment in U.S. Treasury Securities1 4,969 2,936
Cost of purchased businesses in excess
of net assets acquired - 1 2,612 2,779
Equity in joint venture - 2 4,133 4,069
Other assets 2,959 2,775
TOTAL ASSETS $ 43,735 $ 41,603
======== ========
LIABILITIES AND STOCKHOLDERS' INVESTMENT
Current liabilities:
Accounts payable $ 573 $ 422
Dividends payable 2,551 2,331
Deferred contract revenue - 1 8,710 8,375
Accrued compensation and related costs 1,534 1,235
Accrued pension costs - 5 627 1,265
Accrued taxes on income - 1 & 3 832 1,335
Other accrued expenses 2,288 1,781
Total current liabilities 17,115 16,744
Commitments and contingencies - 6
CONSOLIDATED BALANCE SHEETS
LANDAUER, INC. AND SUBSIDIARY (Continued)
(DOLLARS IN THOUSANDS)
AS OF SEPTEMBER 30, NOTES 1997 1996
---- ----
STOCKHOLDERS' INVESTMENT - 4&6
Preferred Stock -- --
Common Stock 850 848
Premium paid in on common stock 7,860 7,642
Cumulative translation adjustments (59) 238
Retained earnings 17,969 16,131
Total stockholders' investment 26,620 24,859
TOTAL LIABILITIES AND STOCKHOLDERS'
INVESTMENT $ 43,735 $41,603
======== =======
[FN]
The accompanying notes are an integral part of these
financial statements.
CONSOLIDATED STATEMENTS OF INCOME
LANDAUER, INC. AND SUBSIDIARY
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE)
For the years ended September 30, Notes
1997 1996 1995
---- ---- ----
Net revenues $ 39,914 $ 36,516 $ 34,032
Costs and expenses
Cost of sales 11,977 11,002 9,901
Selling, general, and
Administrative - 1 10,482 9,676 9,466
22,459 20,678 19,367
Operating income 17,455 15,838 14,665
Equity in income of
joint venture - 2 722 781 830
Other income 796 798 551
Income before taxes 18,973 17,417 16,046
Income taxes - 1&3 (6,954) (6,518) (5,985)
Net Income $ 12,019 $ 10,899 $ 10,061
Net income per common and
common equivalent share $ 1.42 $ 1.29 $ 1.19
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' INVESTMENT
(DOLLARS IN THOUSANDS)
Premium
Paid in on Cumulative Total
Common Common Translation Retained Stockholders'
Stock Stock Adjustments Earnings Investment
---------- ---------- ----------- -------- -------------
Balance September 30, 1994 $ 848 $ 7,831 $ 879 $ 12,973 $ 22,531
Options exercised, net of repurchases -- (313) -- -- (313)
Net income -- -- -- 10,061 10,061
Foreign currency translation adjustment -- -- (60) -- (60)
Dividends -- -- -- (8,477) (8,477)
Compensatory effect of stock options -- 43 -- -- 43
Balance September 30, 1995 $ 848 $ 7,561 $ 819 $ 14,557 $ 23,785
Net income -- -- -- 10,899 10,899
Foreign currency translation adjustment -- -- (581) -- (581)
Dividends -- -- -- (9,325) (9,325)
Compensatory effect of stock options -- 81 -- -- 81
Balance September 30, 1996 $ 848 $ 7,642 $ 238 $ 16,131 $ 24,859
Options exercised, net of repurchases 2 73 -- -- 75
Net income -- -- -- 12,019 12,019
Foreign currency translation adjustment -- -- (297) -- (297)
Dividends -- -- -- (10,181) (10,181)
Compensatory effect of stock options -- 145 -- -- 145
Balance September 30, 1997 $ 850 $ 7,860 ($ 59) $ 17,969 $ 26,620
The accompanying notes are an integral part of these financial statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS
LANDAUER, INC. AND SUBSIDIARY
(DOLLARS IN THOUSANDS)
For the years ended September 30,
1997 1996 1995
---- ---- ----
Cash flow from operating activities:
Net income $ 12,019 $ 10,899 $ 10,061
Non-cash expenses, revenues, and
gains reported in income
Depreciation and amortization 2,541 2,469 2,369
Equity in income of joint
venture (722) (781) (830)
Compensatory effect of stock
options 145 81 43
Deferred income taxes 181 (753) 78
2,145 1,016 1,660
Net increase in other current
assets (1,191) (369) (1,077)
Net increase in current
liabilities 151 1,568 1,601
Net increase in net long-term
assets (141) (259) (13)
(1,181) 940 511
Net cash generated from
operating activities 12,983 12,855 12,232
Cash flow from investing activities:
Disposition of investments 12,273 10,873 5,521
Acquisition of investments (14,802) (11,260) (6,858)
Acquisition of property,
plant and equipment (2,423) (2,297) (2,976)
Net cash used by investing
activities (4,952) (2,684) (4,313)
Cash flow from financing activities:
Exercise of stock options - net 75 -- (313)
Dividend received from
foreign affiliate 356 386 354
Dividends paid (9,961) (9,113) (8,223)
Net cash used by financing
activities (9,530) (8,727) (8,182)
Net increase (decrease) in cash (1,499) 1,444 (263)
Opening balance - cash and
cash equivalents 3,359 1,915 2,178
CONSOLIDATED STATEMENTS OF CASH FLOWS
LANDAUER, INC. AND SUBSIDIARY (Continued)
(DOLLARS IN THOUSANDS)
For the years ended September 30,
1997 1996 1995
---- ---- ----
Ending balance - cash and
cash equivalents $ 1,860 $ 3,359 $ 1,915
Supplemental Disclosure of Cash Flow Information:
Cash paid for income taxes $ 7,289 $ 7,523 $ 5,897
Supplemental Disclosure of Non-cash Financing Activity:
Dividend declared $ 2,551 $ 2,331 $ 2,119
Foreign currency translation
adjustment (297) (581) (60)
The accompanying notes are an integral part of these
financial statements.
NOTES TO FINANCIAL STATEMENTS, LANDAUER, INC. AND SUBSIDIARY
POLICIES
BASIS OF PRESENTATION
The accompanying financial statements include the accounts of Landauer,
Inc. and HomeBuyer's Preferred, Inc., its wholly-owned subsidiary
("Landauer" or the "Company"). Nagase-Landauer, Ltd. (50%-owned), is a
Japanese corporation which is accounted for on the equity basis. All
material intercompany transactions have been eliminated.
The cost of purchased businesses included in the accompanying financial
statements exceeded the fair value of net assets at the date of
acquisition in the amount of $3,865,000 and has been charged to "Cost
of purchased business in excess of net assets acquired." The excess is
being amortized on a straight-line basis over fifteen years, except for
an acquisition initiated prior to 1971 ($942,000), where in the opinion
of management there has been no diminution in value. As of September
30, 1997 and 1996, accumulated amortization was $1,253,000 and
$1,086,000, respectively.
Certain prior year balances in the accompanying financial statements
have been reclassified to conform with presentation for the current
year. These reclassifications have no effect on the results of
operations or financial position.
CASH EQUIVALENTS
Cash equivalents include investments with an original maturity of three
months or less.
INVESTMENT IN U.S. TREASURY SECURITIES
Investments in U.S. Treasury Securities having an original maturity of
longer than three months but less than one year are classified as
current assets. Those having an original maturity of longer than one
year are classified as non-current assets.
The Company's policy is to hold investments until maturity and
accordingly are carried at cost, adjusted for accretion of discount and
amortization of premium in accordance with the provisions of Statement
of Financial Accounting Standards ("SFAS") No. 115, "Accounting for
Certain Investments in Debt and Equity Securities."
INVENTORIES
Inventories are priced at the lower of cost or market, and costs are
relieved from inventory on a first-in, first-out basis.
REVENUES AND DEFERRED CONTRACT
Revenue
The Company recognizes revenues and the related costs for its services
in the periods for which such services are provided. Many customers pay
for these services in advance. The amounts recorded as deferred
contract revenue in the balance sheet represent customer deposits
invoiced in advance during the preceding twelve months for services to
be rendered over the succeeding twelve months and are net of services
rendered through the respective balance sheet date. Management believes
that the amount of deferred contract revenue shown at the respective
balance sheet date fairly represents the level of business activity it
expects to conduct with customers invoiced under this arrangement.
Research and Development
The cost of research and development programs is charged to selling,
general and administrative expense as incurred and amounted to
approximately $1,516,000 in 1997, $1,534,000 in 1996, and $1,460,000 in
1995.
Depreciation and Maintenance
Plant and equipment are depreciated on a straight-line basis over their
estimated useful lives, which are primarily thirty years for buildings
and five to eight years for equipment. Maintenance and repairs are
charged to expense, and renewals and betterments are capitalized.
Income Taxes
Landauer files income tax returns in the jurisdictions in which it
operates. For financial statement purposes, provisions for federal and
state income taxes have been computed in accordance with the provisions
of SFAS No. 109 entitled "Accounting for Income Taxes."
Income per Common and Common Equivalent Share
The weighted average number of outstanding common and common equivalent
shares for Landauer was 8,483,252 during 1997 and 8,477,285 during 1996
and 1995.
Use of Estimates
Management has made certain estimates and assumptions that affect the
reported amount of assets and liabilities during the preparation of the
financial statements. Actual results could differ from these estimates.
However, management does not believe they would have a material effect
on operating results.
2. Equity in Joint Venture
The 50% interest in the common stock of Nagase-Landauer, Ltd., a
Japanese corporation located in Tokyo and engaged in providing
radiation monitoring services in Japan, is accounted for on the equity
basis. The related equity in earnings of this joint venture and fees
earned therefrom are included in other income in the accompanying
Statements of Income.
Condensed unaudited results of operations for Nagase-Landauer, Ltd. for
the three years ended September 30, 1997 are as follows, converted into
U.S. dollars at the then-current rate of exchange:
(dollars in thousands) 1997 1996 1995
---- ---- ----
Revenues $ 11,616 $ 12,116 $ 12,390
Income before income taxes 3,093 3,234 3,523
Net income 1,416 1,563 1,661
Average Exchange Rate (yen/dollar) 120.0 108.3 94.7
Condensed unaudited balance sheets for the years ended September 30,
1997 and 1996 are as follows:
(dollars in thousands) 1997 1996
---- ----
Current assets $ 12,323 $ 11,721
Other assets 1,035 1,244
Total assets 13,358 12,965
Liabilities 5,188 4,826
Stockholders' investment 8,170 8,139
Total liabilities and
stockholders' investment $ 13,358 $ 12,965
3. Income Taxes
The components of the provision for income taxes for the years ended
September 30, 1997, 1996 and 1995 are as follows:
(dollars in thousands)
1997
Current Deferred Total
Federal $ 5,445 $ 146 $ 5,591
State 1,328 35 1,363
------- -------- -------
Total $ 6,773 $ 181 $ 6,954
======= ======== =======
1996
Current Deferred Total
Federal $ 5,843 $ (605) $ 5,238
State 1,428 (148) 1,280
------- ------- -------
Total $ 7,271 $ (753) $ 6,518
======= ======= =======
1995
Current Deferred Total
Federal $ 4,759 $ 64 $ 4,823
State 1,148 14 1,162
------- -------- -------
Total $ 5,907 $ 78 $ 5,985
======= ======== =======
The provision for taxes on income in each period differs from that
which would be computed by applying the statutory U.S. federal income
tax rate to the income before taxes. The following is a summary of the
major items affecting the provision:
Statutory federal income tax rate 34% 34% 34%
Computed tax provision at
statutory rate $ 6,451 $ 5,922 $ 5,456
Increases (decreases) resulting from:
State income tax provision,
net of federal benefit 888 833 764
Exercise of Stock Options (188) -- (107)
Other (197) (237) (128)
Income tax provision in the
Statement of Income $ 6,954 $ 6,518 $ 5,985
The Company has adopted SFAS No. 109, "Accounting For Income Taxes".
Accordingly, the Company recognizes certain income and expense items
in different years for financial and tax reporting purposes. Temporary
differences are primarily attributable to (a) utilization of
accelerated depreciation methods for tax purposes, (b) amortization of
badge holder and software development costs, (c) limitations on
deductibility of pension costs, (d) accrued benefit claims, vacation
pay, and other compensation-related costs, and (e) reserves for
obsolete inventory.
Significant components of deferred taxes are as follows:
(dollars in thousands) 1997 1996
---- ----
Deferred Tax Assets:
Badge Holder Amortization $ 848 $ 809
Pension Accrual 590 555
Compensation Expense 437 452
Inventory Reserve 64 64
Other 350 362
$ 2,289 $ 2,242
Deferred Tax Liabilities:
Depreciation $ 354 $ 279
Software Development 617 464
$ 971 $ 743
Management does not believe that a valuation allowance is required for
the net deferred tax asset.
4. Capital Stock
Landauer has two classes of capital stock, preferred and common, with a
par value of $.10 per share for each class. As of September 30, 1997
and 1996 there were 8,504,091 and 8,477,285 shares of common stock
issued and outstanding (20,000,000 shares are authorized),
respectively. There are no shares of preferred stock issued (1,000,000
are authorized).
Landauer has reserved 850,000 shares of common stock for grants under
its stock bonus and option plans. Recipients of grants or options must
execute a standard form of noncompetition agreement. As of September
30, 1997, there have been no bonus shares issued. Options granted under
these plans may be either incentive stock options or non-qualified
options. Options granted through fiscal 1997 become exercisable over a
four-year period at a price not less than fair market value on the date
of grant. The options expire ten years from the date of grant.
During fiscal 1997, options for 35,000 shares were exercised. As of
September 30, 1997, non-qualified options for 530,000 shares had been
granted at prices from $6.39 - $22.31 per share. At year-end, 380,220
shares were exercisable. This plan also provides for the grant of stock
appreciation rights, either separately or in relation to options
granted. As of September 30, 1997, no stock appreciation rights had
been granted.
On February 22, 1989, the Company entered into an agreement with its
President under which options to purchase up to 100,000 shares of the
Company's common stock were granted, at a price of $10.50 per share,
exercisable over a ten-year period subject to the attainment of certain
financial goals. For the years ended September 30, 1997, 1996, and
1995, options for the purchase of 10,000, 9,870, and 5,520 shares,
respectively, became exercisable under this agreement.
The Company has paid regular quarterly cash dividends since January,
1990. Summaries of cash dividends paid are set forth in the tables on
the inside front cover and on page 20 of this report. It is the
Company's intention to continue the regular quarterly cash dividend
policy under currently foreseeable circumstances.
5. Employee Benefit Plans
Landauer maintains a noncontributory defined benefit pension and
retirement plan covering substantially all full-time employees. The
Company also maintains a Supplemental Key Executive Retirement Plan
which provides for certain retirement benefits payable to key officers
and managers. While charges for the supplemental plan are expensed
annually, the plan is not separately funded. The Company maintains a
directors' retirement plan which provides for certain retirement
benefits payable to non-employee directors. While charges for the
directors' plan are expensed annually, the plan is not separately
funded. The directors' plan was terminated in 1997.
The following table sets forth the status of these plans at September
30, 1997 and 1996 in accordance with SFAS No.87:
(dollars in thousands) 1997 1996
---- ----
Actuarial present value of benefit obligations
Vested benefits $ 4,151 $ 3,798
Unvested benefits 60 19
Accumulated benefit of obligation 4,211 3,817
Effect of projected future compensation
levels 2,377 2,462
Projected benefit obligation 6,588 6,279
Plan assets at fair value 5,232 4,378
Plan assets less than projected
benefit obligation (1,356) (1,901)
Unrecognized net loss 91 514
Unrecognized transition amount 112 203
Accrued pension cost $(1,153) $ (1,184)
The Landauer net pension expense for 1997 and 1996 included the
following components as defined by SFAS No. 87:
(dollars in thousands) 1997 1996
---- ----
Service costs/benefits earned
during the year $ 396 $ 378
Interest cost on projected benefit
obligation 440 419
Actual return on plan assets (352) (290)
Net amortization and deferred items 70 40
Net pension expense $ 554 $ 547
Plan assets for the defined benefit pension plan include marketable
equity securities, corporate and government debt securities, and cash
and short-term investments. The average discount rate and rate of
increase in future compensation levels used in determining the
actuarial present value of the projected benefit obligation were 7.5%
and 5.5%, respectively, and the expected long-term rate of return on
assets was 8.0%. The Supplemental Key Executive Retirement Plan and the
director's retirement plan are not separately funded. The maximum
liabilities for these unfunded plans included in the table above
amounted to $864,000 and $693,000 at September 30, 1997 and 1996,
respectively.
Landauer maintains a 401(k) savings plan covering substantially all
full-time employees. Qualified contributions made by employees to the
plan are partially matched by the Company. $80,000 and $74,000 was
provided to expense for the years ended September 30, 1997 and 1996,
respectively, under this plan.
Landauer has adopted SFAS No. 106, "Accounting for Postretirement
Benefits Other than Pensions" to account for the Company's unfunded
retiree medical expense reimbursement plan. Under the terms of the plan
which covers retirees with ten or more years of service, the Company
will reimburse retirees for (i) a portion of the cost of coverage under
the then-current medical and dental insurance plans if the retiree is
under age 65, or (ii) all or a portion of the cost of Medicare and
supplemental coverages if the retiree is over age 64. The amount of the
Company's unrecognized transition obligation resulting from the
adoption of SFAS No. 106 is $340,000 as of September 30, 1997. This
liability is included in "Other accrued expenses".
6. Commitments and Contingencies
The Company is involved in various legal proceedings, but believes that
the outcome of these proceedings will not have a materially adverse
effect on its financial condition.
Landauer has entered into an Employment and Compensation Agreement with
its President providing for his employment in that capacity through
December 31, 1998. Under the Agreement, a non-qualified stock option
for 100,000 shares (included in the options described in Note 5 above)
was granted to the President which becomes exercisable for up to 10,000
shares per year on each December - from 1989 through 1998 under a
formula reflecting average return on stockholders' investment and
earnings per share over successive three-year periods. The Agreement
also provides that, in the event of termination of employment, under
certain circumstances, within two years after a change in control (as
defined) of Landauer that is not approved by the Board of Directors,
the President would receive specified benefits as defined in the
Agreement.
In connection with the 1988 transfer of the personnel dosimetry
business to Landauer, the Company has entered into a Liability
Assumption and Sharing Agreement with Tech/Ops, Inc. ("Tech/Ops")
providing for, among other things, (i) assumption by Landauer of all
determinable and contingent liabilities and obligations of Tech/Ops
relating to the personnel dosimetry and radon detection business, (ii)
assumption by the other former subsidiary of all determinable and
contingent liabilities and obligations of Tech/Ops relating to its
electronic controller business, (iii) joint and several assumption by
Landauer and the other former subsidiary of all contingent liabilities
of Tech/Ops and (iv) the allocation of other liabilities jointly and
severally assumed to the business in which they relate or, if they
relate to neither business, in ratios reflective of relative profit
contributions of the respective businesses for the five years ended
September 30, 1987. As a result of this Agreement, $22,000 was provided
to expense in fiscal 1996 and 1995.
7. Stock-Based Compensation Plans
The Company maintains two stock option plans for key employees, the
Landauer, Inc. Key Employee Stock Bonus and Option Plan ("The 1988
Plan") and the Landauer, Inc. 1996 Equity Plan ("The 1996 Plan"). It
also maintains a stock option plan for its non employee directors ("The
Directors' Plan"). The Company accounts for these plans under APB
Opinion No. 25, under which no compensation cost has been recognized
except for a performance-based grant for 100,000 shares (see Note 4
above). Had compensation cost for these plans been determined
consistent with FASB Statement No. 123, "Accounting for Stock-Based
Compensation", the Company's net income and earnings per share would
have been as follows:
(dollars in thousands) 1997 1996
---- ----
Net Income As Reported $ 12,019 $ 10,899
Pro Forma 12,090 10,942
Primary and Fully As Reported $ 1.42 $ 1.29
Diluted EPS:
Pro Forma 1.39 1.26
Because the Statement 123 method of accounting has not been applied to
options granted prior to October 1, 1996, the resulting pro forma
compensation cost may not be representative of that to be expected in
future years.
The Company may grant options for up to 800,000 shares under the 1988
Plan (now terminated with respect to additional grants) and the 1996
Plan. The Company may grant options for up to 50,000 shares under the
Directors' Plan. The Company has granted options on 610,000 and 35,000
shares, respectively, under these plans through September 30, 1997.
Under each plan the option exercise price equals the stock's fair
market value on the date of grant. Options granted under the Employees'
Plans vest ratably over four years and options granted under the
Directors' Plan vest ratably over ten years.
A summary of the status of these plans at September 30, 1997 and 1996
and changes for the years then ended is presented in the table and
narrative below:
(dollars in thousands, except per share)
1997
Weighted
Average
Exercise
Shares Price
Outstanding at Beginning of Year 535 $ 11.33
Granted 35 22.31
Exercised (35) 7.84
Forfeited (5) 16.50
Outstanding at End of Year 530 $ 12.24
Exercisable at End of Year 380 $ 10.61
(dollars in thousands, except per share)
1996
Weighted
Average
Exercise
Shares Price
Outstanding at Beginning of Year 525 $ 11.33
Granted 10 21.06
Outstanding at End of Year 535 $ 11.33
Exercisable at End of Year 370 $ 9.72
The fair value of each option grant is estimated on the date of grant
using the Black-Scholes option pricing model with the following
weighted average assumptions used for grants in fiscal 1997 and 1996:
1997 1996
---- ----
Risk-Free Interest Rates 6.79% 5.72%
Expected Dividend Yield 4.75% 4.75%
Expected Life (years) 9.0 9.0
Expected Volatility 22.3% 22.3%
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholders and Directors of Landauer, Inc.
We have audited the consolidated balance sheets of Landauer, Inc. and
Subsidiary, a Delaware corporation (see Note 1), as of September 30,
1997 and 1996 and the related consolidated statements of income,
stockholders' investment, and cash flows for each of the three years in
the period ended September 30, 1997. These financial statements are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial position
of Landauer, Inc. and Subsidiary as of September 30, 1997 and 1996, and
the consolidated results of its operations, and the changes in
stockholders' investment and cash flows for each of the three years in
the period ended September 30, 1997 in conformity with generally
accepted accounting principles.
ARTHUR ANDERSEN LLP
Chicago, Illinois,
October 31, 1997
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information contained under the headings Election of Directors and
Beneficial Ownership of Certain Voting Securities in the Proxy
Statement relating to the directors of the Company is incorporated
herein by reference. The information contained in Item 4A hereof
relating to the executive officers of the registrant is incorporated
herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
Except for the information relating to Item 13 hereof and except for
information referred to in Item 402(a)(8) of Regulation S-K, the
information contained under the headings Executive Compensation and
Compensation Committee Report in the Proxy Statement is incorporated
herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information contained under the heading Beneficial Ownership of
Certain Voting Securities in the Proxy Statement is incorporated herein
by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Except for the information relating to Item 11 hereof and except for
information referred to in Item 402(a)(8) of Regulation S-K, the
information contained under the headings Election of Directors, and
Certain Relationship and Related Transactions in the Proxy Statement is
incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
AND REPORTS ON FORM 8-K
A-1. Financial Statements
The financial statements of Landauer, Inc. filed as part of this Annual
Report on Form 10-K are indexed at page 5.
A-2. Financial Statement Schedules
The Financial statement schedules filed as part of this Annual Report
on Form 10-K have been included elsewhere in the financial statements
or the notes thereto.
A-3. List of Exhibits
(3) (a) Certificate of Incorporation of the Registrant, as amended
through February 4, 1993, is incorporated by reference to Exhibit (3)
(a) to the Annual Report on Form 10-K for the fiscal year ended
(b) September 30, 1993.
(3) (b) By-laws of the Registrant are incorporated by reference to
Exhibit (3) (b) to the Annual Report on Form 10-K for the fiscal year
ended September 30, 1992.
(4) (a) Specimen common stock certificate of the Registrant is
attached hereto as Exhibit (4) (a).
(10) (a) Landauer, Inc. Key Employee Stock Bonus and Option Plan, as
amended through June 17, 1992, is incorporated by reference to
Exhibit (10) (a) to the Annual Report on Form 10-K for the fiscal year
ended September 30, 1992.
(10) (b) The Landauer, Inc. 1996 Equity Plan is incorporated by
reference to Exhibit (10) (b) to the Annual Report on Form 10-K for the
fiscal year ended September 30, 1996.
(10) (c) Liability Assumption and Sharing Agreement among Tech/Ops,
Inc., Tech/Ops Sevcon, Inc., and the Registrant is incorporated by
reference to Exhibit (10) (d) to the Annual Report on Form 10-K for the
fiscal year ended September 30, 1993.
(10) (d) Form of Indemnification Agreement between the Registrant
and each of its directors is incorporated by reference to Exhibit (10)
(e) to the Annual Report on Form 10-K for the fiscal year ended
September 30, 1993.
(10) (e) Employment and Compensation Agreement dated February 22,
1989 between the Registrant and Thomas M. Fulton, as amended through
June 17, 1992, is incorporated by reference to Exhibit (10) (f) to the
Annual Report on Form 10-K for the fiscal year ended September 30,
1992.
(10) (f) Landauer, Inc. Directors' Retirement Plan dated March 21,
1990, is incorporated by reference to Exhibit (10) (f) to the Annual
Report in Form 10-K for the fiscal year ended September 30, 1996.
(10) (g) Form of Supplemental Key Executive Retirement Plan is
incorporated by reference to Exhibit (10) (h) to the Annual Report on
Form 10-K for the fiscal year ended September 30, 1993.
(10) (h) The Landauer, Inc. Incentive Compensation Plan for
Executive Officers is incorporated by reference to Exhibit 10 (h) to
the Annual Report in Form 10-K for the fiscal year ended September 30,
1996.
(10) (i) The Landauer, Inc. 1997 Non-Employee Director's Stock
Option Plan is attached hereto as Exhibit (10) (i).
(10) (j) Employment agreements between the Registrant and Brent A.
Latta, James M. O'Connell, and R. Craig Yoder dated February 29, 1996
are attached hereto as Exhibit (10) (j).
(21) Subsidiaries of the registrant are incorporated by reference to
(22) Exhibit (22) to the Annual Report on Form 10-K for the fiscal
(23) year ended September 30, 1993.
Exhibits 10(a), 10(b), 10(e), 10(f), 10(g), 10(h), 10(i) and
10(j) listed above are the management contracts and compensatory plans
or arrangements required to be filed as exhibits hereto pursuant to the
requirements of Item 601 of Regulation S-K.
B. Reports on Form 8-K
The Company did not file a Report on Form 8-K during the fiscal quarter
ended September 30, 1997.
SIGNATURES OF REGISTRANT AND DIRECTORS
Pursuant to the requirements of Section 13 or 15(d) 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.
December 18, 1997
By: /s/ Thomas M. Fulton
Thomas M. Fulton
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated:
Signature, Title, Date
/s/ Thomas M. Fulton
President and Director
December 18, 1997
Thomas M. Fulton
(Principal Executive Officer)
/s/ James M. O'Connell
Vice President, Finance
December 18, 1997
James M. O'Connell
Treasurer and Secretary
(Principal Financial and
Accounting Officer)
/s/ Robert J. Cronin
Director
December 18, 1997
Robert J. Cronin
/s/ Gary D. Eppen
Director
December 18, 1997
Gary D. Eppen
/s/ Richard R. Risk
Director
December 18, 1997
Richard R. Risk
/s/ Paul B. Rosenberg
Director
December 18, 1997
Paul B. Rosenberg
/s/ Herbert Roth, Jr.
Director
December 18, 1997
Herbert Roth, Jr.
/s/ Marvin G. Schorr
Director
December 18, 1997
Marvin G. Schorr
/s/ Michael D. Winfield
Director
December 18, 1997
Michael D. Winfield
QUARTERLY FINANCIAL DATA (unaudited)
(dollars in thousands, except per share)
First Second Third Fourth Total
Quarter Quarter Quarter Quarter Year
------- ------- ------- ------- -----
Net revenues 1997 $ 9,147 $ 10,441 $ 9,984 $ 10,342 $ 39,914
1996 $ 8,686 $ 9,492 $ 9,010 $ 9,328 $ 36,516
Operating income 1997 $ 3,918 $ 4,638 $ 4,063 $ 4,836 $ 17,455
1996 $ 3,621 $ 4,202 $ 3,821 $ 4,194 $ 15,838
Net income 1997 $ 2,765 $ 3,183 $ 2,860 $ 3,211 $ 12,019
1996 $ 2,506 $ 2,902 $ 2,609 $ 2,882 $ 10,899
Net income per share (a) 1997 $ .33 $ .37 $ .34 $ .38 $ 1.42
1996 $ .30 $ .34 $ .31 $ .34 $ 1.29
Cash dividends per share
- regular 1997 $ .30 $ .30 $ .30 $ .30 $ 1.20
1996 $.271/2 $ .271/2 $ .271/2 $ .271/2 $ 1.10
Common stock price per share 1997 high $ 24.88 $ 24.50 $ 23.88 $ 26.38 $ 26.38
low 19.25 20.38 20.13 22.13 19.25
1996 high $ 22.13 $ 21.50 $ 22.00 $ 21.00 $ 22.13
low 18.75 19.75 20.00 19.13 18.75
(a) Based upon a weighted average of 8,477,285 common shares outstanding for 1996 and the first two quarters of
1997; 8,482,285 for the third quarter of 1997; and 8,496,154 for the fourth quarter of 1997.
DIRECTORS AND OFFICERS
Marvin G. Schorr 1,4
Chairman of the Board
Thomas M. Fulton 1
President, Chief Executive
Officer and Director
Gary D. Eppen 3,4
Director
Ralph and Dorothy Keller
Distinguished Service Professor of
Operations Management
Graduate School of Business
University of Chicago
Chicago, Illinois
Robert J. Cronin 3,4
Director
President and Chief
Executive Officer
Wallace Computer Services, Inc.
Lisle, Illinois
Information management products,
services and solutions.
Richard R. Risk 2,3
Director
President and Chief
Executive Officer
Advocate Health Care
Oak Brook, Illinois
Health care delivery organization.
Paul B. Rosenberg 1,2,3
Director
President and Chief
Executive Officer
Tech/Ops Corporation
Boston, Massachusetts
Consulting firm
Herbert Roth, Jr. 2,3,4
Director
Sherborn, Massachusetts
Director of various corporations
Michael D. Winfield 2,3
Director
President and Chief
Executive Officer
UOP
DesPlaines, Illinois
Oil refining and petrochemical
technology licensing company
Brent A. Latta
Executive Vice President
James M. O'Connell
Vice President, Treasurer, Secretary
and Chief Financial Officer
R. Craig Yoder
Vice President-Operations
CORPORATE INFORMATION
CORPORATE HEADQUARTERS
Landauer, Inc.
2 Science Road
Glenwood, IL 60425-1586
(708) 755-7000
SUBSIDIARIES
HomeBuyer's Preferred, Inc.
2 Science Road
Glenwood, IL 60425-1586
Nagase-Landauer, Ltd. (50%)
Tokyo, Japan
BRANCH OFFICES
197 Route 18 South
Turnpike Plaza, Suite 105
East Brunswick, NJ 08816
2250 E. Imperial Highway
Suite 322
El Segundo, CA 90245
12 Greenway Plaza
Suite 718
Houston, TX 77046
#12 North Oxford Business Centre
Lakesmere Close
Kidlington, Oxford OX5 1LG
United Kingdom
ANNUAL MEETING
The Landauer, Inc. Annual Meeting of Stockholders will be held at 4:00
p.m. on Wednesday, February 4, 1998, at the DuPage Club, 1901 South
Meyers Road, Oakbrook Terrace, Illinois.
1. Executive Committee
2. Audit Committee
3. Compensation Committee
4. Governance Committee
STOCKHOLDER INFORMATION
STOCK EXCHANGE LISTING
Common Stock
American Stock Exchange
Ticker Symbol: LDR
Transfer Agent And Registrar
Common Stock
American Stock Transfer
New York, New York
INQUIRIES
Questions concerning stockholder records should be addressed to:
Shareholder Services Division
American Stock Transfer
40 Wall Street
New York, NY 10005
(718) 921-8238
Corporate Counsel
Sidley & Austin
Chicago, Illinois
Independent Auditors
Arthur Andersen LLP
Chicago, Illinois
MAILING LIST
Landauer, Inc. maintains a mailing list to assure that financial
reports and corporate announcements are received as timely as possible
by stockholders whose shares are held in "street name" and others
interested in the Company. To have your name added to our mailing
list, please send a brief note to:
Shareholder Services
Landauer, Inc.
2 Science Road
Glenwood, IL 60425-1586
The following are registered marks of Landauer, Inc.:
TRIPLE I
RADTRAK
HOMEBUYER'S PREFERRED
RADPRO