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SECURITIES AND EXCHANGE COMMISSION FORM 10-K
Washington, DC 20549
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 1999
Commission File Number 1-9788
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)
Registrants 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 registrants 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 9, 1999, 8,667,957 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 $204,000,000.
Certain portions of the registrants definitive Proxy Statement in
connection with the February 2, 2000 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 6
Marketing and Sales 6
Patents 6
Raw Materials 7
Competition 7
Research and Development 7
Environmental Regulations 7
Employees and Labor Relations 8
2. Properties 8
3. Legal Proceedings 8
4. Submission of Matters to a Vote of Security Holders 8
4A. Executive Officers of the Registrant 8
PART II
5. Market for Registrants Common Stock
and Related Stockholder Matters 8
6. Selected Financial Data 8
7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
8. Financial Statements and Supplementary Data
Consolidated Balance Sheets 12
Consolidated Statements of Income 13
Consolidated Statements of Stockholders Investment
and Comprehensive Income 13
Consolidated Statements of Cash Flows 14
Notes to Financial Statements 15
Report of Independent Public Accountants 20
9. Changes in and Disagreements With Accountants
on Accounting and Financial Disclosure 21
PART III
10. Directors and Executive Officers of the Registrant 21
11. Executive Compensation 21
12. Security Ownership of Certain Beneficial Owners and Management 21
13. Certain Relationships and Related Transactions 21
PART IV
14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K21
Financial Statements 21
Financial Statement Schedules 21
List of Exhibits 21
Reports on Form 8-K 22
Signatures of Registrant and Directors 23
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
optically stimulated luminescent, 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 also
marketed in the United Kingdom and Canada. As of October 1, 1998, the
Company acquired a 75% interest in SAPRA-Landauer, Ltda., which provides
radiation dosimetry services in Brazil. As of December 28, 1998, SAPRA-
Landauer acquired the radiation dosimetry service business formerly
conducted by REM in Sao Paulo, Brazil. During July, 1999, the government
approved the Company's joint venture agreement with China National Nuclear
Corporation to form Beijing-Landauer, Ltd., which will provide radiation
monitoring services in China. Landauer, Inc. owns a 70% interest in the
venture.
Landauer's activities also include the operations of a 50%-owned
joint-venture in Japan involved in radiation monitoring in that country.
Landauer's operations also include services for detecting radon gas.
At present, this service makes up a small part of revenues.
Landauer's wholly-owned subsidiary, HomeBuyer's Preferred, Inc.,
offers a radon monitoring service and, when necessary, 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 also operates a crystal manufacturing facility in
Stillwater, Oklahoma which it acquired in an asset purchase in August,
1998.
The Company's shares are listed on the American Stock Exchange. As
of September 30, 1999, there were 8,657,957 shares outstanding.
As used herein, the "Company" or "Landauer" refers to Landauer, Inc.
and its subsidiaries.
MARKETING AND SALES
Landauer's dosimetry services are marketed primarily by full-time
Company personnel located in Illinois, California, Maryland, Connecticut,
Georgia, Texas, the United Kingdom, Brazil and China. 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 44,000 customers representing more than one
million individuals who use the Company's services. Typically, a client
will contract for a year's service in advance, representing monthly, bi-
monthly or quarterly badges, readings, and reports. Sales are made
principally on a subscription basis and deferred contract revenue as shown
on the consolidated balance sheet represents advance payment for services
to be rendered. At September 30, 1999 and 1998, deferred contract revenue
was $10,010,000 and $8,845,000, respectively.
Radon gas detection kits are marketed primarily to institutional
customers and government agencies.
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 and image radiation exposure to
crystalline materials when stimulated with light. These licenses were
acquired by the Company from Battelle Memorial Institute and Oklahoma State
University as part of collaborative efforts to develop and commercialize a
new generation of radiation dosimetry technology. These licenses expire
from the years 2011 through 2015.
At this time the Company is using the optically stimulated
luminescent (OSL) technology to provide dosimetry services to approximately
55% of its customers. The Company is near completion of installation of
equipment and systems to make this technology available to virtually all of
its domestic customers over the next twelve months. These licenses and
systems represent an important proprietary component of the OSL commercial
service known as Luxel.
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,
and believes that the number of sources and availability of items are
adequate. Landauer internally produces certain of its requirements, such
as OSL detector materials and plastic badge holders. Although the Company
purchases most of its photographic film from a single supplier, the
Company's introduction of OSL technology is expected to replace film as the
predominant method for providing radiation dosimetry services.
COMPETITION
Landauer has one major competitor as well as a number of smaller
competitors that operate in the U.S.
With the exception of Japan, the United Kingdom, and Brazil,
radiation monitoring activities in many 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. Customers in Brazil are served through the
Company's joint venture, SAPRA-Landauer, Ltda. The Company will begin
offering service to customers in China during fiscal 2000.
In the United States, most government agencies, such as the
Department of Energy and Department of Defense, have their own in-house
radiation monitoring services. Additionally, many large private nuclear
power plants also have their own in-house radiation monitoring services.
The Company competes on the basis of advanced technologies, competent
execution of these technologies, 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.
The HomeBuyer's Preferred Radon Protection Plan represents a product
sold exclusively to the corporate relocation market through firms providing
relocation services and directly to corporate customers.
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 OSL dosimetry, announced in
1994, was funded by the Company in its collaborative effort with Battelle
Memorial Institute and Oklahoma State University. The Company
commercialized this technology over the past two years and intends to make
this technology available to most of its customers by early 2000.
The Company also participates regularly in several technical
professional societies, both domestic and international, that are active in
the fields of health physics and 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, 1999, the Company employed approximately 280
full-time employees. Landauer believes its relations with its employees
are good.
ITEM 2. PROPERTIES
Landauer owns three adjacent buildings totaling 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. The Company maintains a crystal growth facility in Stillwater,
Oklahoma and maintains offices and/or locations in the United Kingdom,
Brazil and China.
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
- -------------- --- ----------
Brent A. Latta 56 President and Chief
Executive Officer
James M. O'Connell 52 Vice President, Finance,
Treasurer, Secretary,
and Chief Financial
Officer
R. Craig Yoder 47 Vice President -
Operations
Mark D. Rahmel 48 Vice President -
Marketing
Mr. Latta, Mr. O'Connell, and Dr. Yoder were elected to their
positions on September 18, 1998, November 7, 1990, and February 2, 1994,
respectively. Mr. Latta, who joined the Company in April, 1987 as Vice
President, had for more than five years previously been Vice President,
Marketing of Sherwood Medical Company, a manufacturer and distributor of
medical products. 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. 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. Mr. Rahmel was elected to his position on
November 10, 1999. Prior to joining the Company, he was President of his
own consulting and training company and spent 17 years with Raychem
Corporation in a variety of sales and marketing capacities.
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 24 of this Annual Report on Form
10-K. On December 9, 1999, there were approximately 600 shareholders of
record. The Company believes that there are approximately 2,000 beneficial
owners of its common stock. There were no sales of unregistered securities
during fiscal 1999.
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 24 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 1999 COMPARED TO FISCAL 1998
Net revenues for fiscal 1999 were $43,800,000 an increase of
$1,108,000, or 2.6%, over fiscal 1998. The modest growth in revenues
resulted from pricing for personnel dosimetry services.
Cost of sales as a percentage of net revenues increased to 34.4% in
fiscal 1999 compared with 29.5% a year ago and reflects higher costs for
the introduction of Luxel and Year 2000 remediation costs.
Selling, general and administrative expenses for fiscal 1999
decreased $335,000, or 2.9%, compared with fiscal 1998. The Company also
recognized a non-cash charge of $2,957,000 related to an impairment in
value of assets related to the Company's older radiation measurement
technologies and the radon measurement business.
Other income for fiscal 1999 decreased to $374,000 from $776,000 in
fiscal 1998, primarily as a result of lower interest income.
Income tax expense for fiscal 1999 was $6,325,000 compared with
$7,402,000 in fiscal 1998. The effective tax rate was 39.8% for fiscal
1999 and 36.7% for 1998.
As a result, net income for fiscal 1999 decreased $3,270,000, or 26%,
to $9,489,000. Diluted income per share decreased from $1.47 in fiscal
1998 to $1.09 in fiscal 1999.
FISCAL 1998 COMPARED TO FISCAL 1997
Net revenues for fiscal 1998 were $42,692,000 an increase of
$2,778,000, or 7%, over fiscal 1997. The growth in revenues resulted from
increased unit sales and pricing for personnel dosimetry services.
Cost of sales as a percentage of net revenues decreased to 29.5% in
fiscal 1998 compared with 30% a year ago.
Selling, general and administrative expenses for fiscal 1998
increased $886,000, or 8.5%, compared with fiscal 1997 as a result of
expenses for acquisition activities, new technology start-up costs and Year
2000 remediation costs. As a percentage of net revenues, such expenses
increased to 26.6% in fiscal 1998 from 26.3% a year ago.
Other income for fiscal 1998 decreased to $776,000 from $796,000 in
fiscal 1997.
Income tax expense for fiscal 1998 was $7,402,000 compared with
$6,954,000 in fiscal 1997. The effective tax rate was 36.7% for fiscal
1998 and 1997.
As a result, net income for fiscal 1998 increased $740,000, or 6.2%,
to $12,759,000. Diluted income per share increased from $1.39 in fiscal
1997 to $1.47 in fiscal 1998.
FOURTH QUARTER RESULTS OF OPERATIONS
Revenues in the fourth quarter of fiscal 1999 were modestly higher
than reported the same period in fiscal 1998. The increase is primarily
attributable to personnel dosimetry revenues. Net income for the quarter
of $2,533,000 represented a 24% decrease compared with the same period in
1998. Diluted income per share for the fourth quarters of 1999 and 1998
was $.29 and $.38, respectively.
Revenues in the fourth quarter of fiscal 1998 were $10,746,000 or
3.9% higher than $10,342,000 reported for the same period in fiscal 1997.
The increase is primarily attributable to personnel dosimetry revenues.
Net income for the quarter of $3,328,000 represented an 3.6% increase
compared with the same period in 1997. Diluted income per share for the
fourth quarters of 1998 and 1997 was $.38 and $.37, respectively.
LIQUIDITY AND CAPITAL RESOURCES
Landauer's consolidated cash flows, as shown in the statement of cash
flows, can differ from year to year as a result of the Company's investment
and financing activities. Investments in short-term instruments with a
maturity of greater than three months are classified separately from cash
and equivalents and investments with maturities of greater than one year
are classified as non-current assets.
Net dispositions of U.S. treasury securities amounted to $4,663,000
and $8,366,000 in 1999 and 1998, respectively. Investing activities were
limited to acquisitions of property, plant and equipment (including
amortizable dosimetry device components) and amounted to $6,598,000 and
$8,032,000, respectively, in fiscal 1999 and 1998. Additionally, the
Company invested $3,399,000 for its acquisition of SAPRA-Landauer and the
REM dosimetry service in Brazil.
At September 30, 1999, the Company had no significant long-term
liabilities and its requirement for cash flow to support investing
activities is generally limited. Capital expenditures for fiscal 2000 are
expected to amount to $3,700,000, principally for equipment and software
development. The Company anticipates that funds for these capital
improvements will be provided from operations.
The Company presently maintains bank lines of credit totalling
$5,000,000. 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 annual services in advance. Such advance
payments amounted to $10,010,000 and $8,845,000 respectively, as of
September 30, 1999 and 1998, and are included in deferred contract revenue.
While these amounts represent approximately one-half of current
liabilities, such amounts generally do not represent a cash requirement.
Landauer offers radiation monitoring services in the United Kingdom,
Canada, Japan, Brazil and China. The Company's operations in these markets
do not depend on significant capital resources.
INFLATION
From time to time the Company tries to reflect the inflationary
impact of materials, labor and other operating costs and expenses in its
prices. The market for the services which the Company offers, however, is
highly competitive, and in some cases has limited the ability of the
Company to offset inflationary cost increases.
COMPUTER SOFTWARE MODIFICATIONS
During 1996, the Company established an internal task force to review
the extent to which the Company's computer software, computer hardware and
non-information technology systems are year 2000 compliant. This task
force, assisted in certain instances by outside consultants, completed an
internal assessment of the systems with a view to determining whether any
remediation or replacement is necessary for the continued operation of such
systems. The Company focused its compliance efforts on software, hardware
and non-information technology systems.
Through mid-December, 1999, the Company has completed remediation,
installation and compliance testing of all of its mission critical software
systems. Where software systems replacement was required, most have been
installed. Non-information technology systems software have been
remediated or replaced by the individual users of such systems.
The computer hardware phase is complete with the installation of
mainframe, network, and peripheral equipment and related operating systems.
Many of these installations were scheduled for replacement or addition
without regard to the year 2000 compliance issue. Mainframe or network
hardware systems have been replaced or modified, as have non-technology
hardware systems or components.
The Company relies upon certain vendors for critical supplies and
services and has contacted such vendors to determine their year 2000
compliance.
The risks attendant to year 2000 non-compliance are significant to
the Company if not addressed in a timely manner. All mission critical
systems and hardware have been either remediated and/or replaced. The
Company has numerous contingency strategies to deal with a variety of non-
compliance scenarios should a year 2000 problem develop in these systems or
hardware despite the Company's remediation or replacement efforts. Based
on the Company's analysis to date, the Company does not expect that the
occurrence of such a non-compliant event would have a material effect on
its results of operation, financial position or liquidity.
The Company currently estimates that the total cost of remediation
and replacement of its non-compliant systems will amount to $2,069,000.
For the years ended September 30, 1999, 1998 and 1997, the amount of such
expense charged to operations was $708,000, $337,000, and $418,000,
respectively. The total estimated cost of compliance expenditures for
systems treated as a capital expenditure is $606,000 and is included in the
above estimates.
The Company's compliance efforts have required the allocation of
information technology resources to the Year 2000 project, as well as other
activities, most notably the Company's conversion to the Luxel dosimetry
system. To the extent possible, such allocation of information technology
resources has been designed to optimize the progress of both projects and
to obviate the need to remediate redundant systems. Additionally, such
allocation of resources has prioritized activities in a manner which does
not defer completion of any material systems beyond December 31, 1999.
Management estimates that over the duration of the Year 2000 project,
approximately 25% of its information technology budget has been devoted to
the compliance effort.
The responses set forth herein represent the subjective views of
members of management involved in Landauer's Year 2000 compliance efforts
and are based on information currently available to Landauer. Landauer's
Year 2000 compliance efforts are ongoing and the views expressed herein are
subject to change. In addition, the responses set forth herein are
dependent, in part, on advice received from vendors and other third parties
and, in certain cases, on events and matters outside of Landauer's control.
FORWARD LOOKING STATEMENTS
Certain matters contained in this report are forward-looking
statements, including, without limitation, statements concerning the
development and introduction of new technologies, the costs of computer
software modifications and replacements, pending accounting announcements
and competitive conditions. The word "believe", "expect", anticipate", and
"estimate" and other similar expressions generally identify forward-looking
statements. All forward-looking statements contained herein are based
largely on the Company's current expectations and are subject to a number
of risks and uncertainties that could cause actual results to differ
materially from the forward-looking statements.
ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CONSOLIDATED BALANCE SHEETS
LANDAUER, INC. AND SUBSIDIARY
(dollars in thousands)
- ------------------------------------------------------------------------
As of September 30, Notes 1999 1998
- ------------------------------------------------------------------------
ASSETS
Current assets:
Cash and cash equivalents 1 $ 4,524 $ 6,501
Short-term investments 1 321 1,998
Receivables, net of allowances for
doubtful accounts of $208,000 in 1998 and
$219,000 in 1997 9,903 9,139
Inventories 1 1,169 1,258
Prepaid expenses 176 214
Prepaid income taxes 2,047 -
Deferred taxes on income 5 604 1,629
- --------------------------------------------------------------------------
Total current assets 18,744 20,739
- --------------------------------------------------------------------------
Property, plant and equipment, at cost: 1
Land and improvements 538 538
Buildings and improvements 3,444 3,401
Equipment 24,417 19,554
- --------------------------------------------------------------------------
28,399 23,493
Less: accumulated depreciation and
amortization 13,535 10,456
- --------------------------------------------------------------------------
Net property, plant and equipment 14,864 13,037
- --------------------------------------------------------------------------
Investment in U.S. treasury securities 1 - 2,986
Cost of purchased businesses in excess of net
assets acquired 1 4,192 2,445
Equity in joint venture 3 & 4 3,276 3,135
Other assets 3,548 3,995
- --------------------------------------------------------------------------
TOTAL ASSETS $44,624 $46,337
==========================================================================
LIABILITIES AND STOCKHOLDERS INVESTMENT
Current liabilities:
Accounts payable $ 630 $ 681
Dividends payable 3,030 2,798
Deferred contract revenue 10,010 8,845
Accrued compensation and related costs 1,214 1,222
Accrued pension costs 8 1,637 1,937
Accrued taxes on income 1 & 5 - 602
Other accrued expenses 1,816 1,915
- --------------------------------------------------------------------------
Total current liabilities 18,337 18,000
==========================================================================
Minority interest 49 -
Commitments and contingencies 6 & 9
STOCKHOLDERS INVESTMENT 7 & 10
Preferred Stock - -
Common Stock 866 861
Premium paid in on common stock 8,711 8,486
Cumulative translation adjustments (265) (563)
Retained earnings 16,926 19,553
- --------------------------------------------------------------------------
Total stockholders investment 26,238 28,337
- --------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS INVESTMENT $44,624 $46,337
==========================================================================
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 1999 1998 1997
- --------------------------------------------------------------------------
Net revenues $43,800 $42,692 $39,914
- --------------------------------------------------------------------------
Costs and expenses
Cost of sales 15,054 12,592 11,977
Selling, general, and
administrative 1 11,033 11,368 10,482
Impairment in value of assets 11 2,957 - -
- --------------------------------------------------------------------------
29,044 23,960 22,459
- --------------------------------------------------------------------------
Operating income 14,756 18,732 17,455
Equity in income of joint venture 3 748 653 722
Other income 374 776 796
- --------------------------------------------------------------------------
Income before taxes 15,878 20,161 18,973
Income taxes 1 & 5 (6,325) (7,402) (6,954)
- --------------------------------------------------------------------------
Income before minority interest $ 9,553 $12,759 $12,019
Minority interest (64) - -
- --------------------------------------------------------------------------
Net income $ 9,489 $12,759 $ 12,019
==========================================================================
Net income per share: 2
Basic $1.10 $1.49 $1.42
Diluted $1.09 $1.47 $1.39
==========================================================================
CONSOLIDATED STATEMENTS OF STOCKHOLDERS INVESTMENT
AND COMPREHENSIVE INCOME
(Dollars in thousands)
Cumu
Premium lative Total
Paid Transla Stock
in on tion holder's Compre
Common Common Adjust Retained Invest hensive
Stock Stock ment Earnings ment Income
- -------------------------------------------------------------------------
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 $12,019
Foreign currency
translation adjustment - - (297) - (297) (297)
Dividends - - - (10,181) (10,181) -
Compensatory effect of
stock options - 145 - - 145 -
- ------------------------------------------------------------------ -----
Comprehensive income $11,722
======
Balance September 30, 1997 $850 $7,860$ ( 59) $17,969 $26,620
Options exercised,
net of repurchases 11 475 - - 486
Net income - - - 12,759 12,759 $12,759
Foreign currency
translation adjustment - - (504) - (504) (504)
Dividends - - - (11,175) (11,175) -
Compensatory effect of
stock options - 151 - - 151 -
- ------------------------------------------------------------------ ----
Comprehensive income $12,255
=======
BALANCE SEPTEMBER 30, 1998 $861 $8,486$ (563) $19,553 $28,337
OPTIONS EXERCISED,
NET OF REPURCHASES 5 225 - - 230
NET INCOME - - - 9,489 9,489 $ 9,489
FOREIGN CURRENCY
TRANSLATION ADJUSTMENT - - 298 - 298 298
DIVIDENDS - - - (12,116) (12,116) -
- ------------------------------------------------------------------ ----
COMPREHENSIVE INCOME $ 9,787
=======
BALANCE SEPTEMBER 30, 1999 $866 $8,711$ (265) $16,926 $26,238
==================================================================
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, 1999 1998 1997
- --------------------------------------------------------------------------
Cash flow from operating activities:
Net income $ 9,489 $12,759 $12,019
Non-cash expenses, revenues, and gains
reported in income
Depreciation and amortization 6,456 2,635 2,541
Equity in income of joint venture (748) (653) (722)
Compensatory effect of stock options - 151 145
Deferred income taxes 1,025 (311) 181
- --------------------------------------------------------------------------
6,733 1,822 2,145
- --------------------------------------------------------------------------
Net increase in other current assets (2,705) (844) (1,191)
Net increase in current liabilities 105 638 151
Net increase in net long-term assets 63 (778) (141)
- --------------------------------------------------------------------------
(2,573) (984) (1,181)
- --------------------------------------------------------------------------
Net cash generated from operating
activities 13,685 13,597 12,983
Cash flow from investing activities:
Disposition of investments 4,984 11,319 12,273
Acquisition of investments (321) (2,953) (14,802)
Acquisition of Brazilian subsidiary (3,399) - -
Acquisition of property, plant and
equipment (6,598) (8,032) (2,423)
- --------------------------------------------------------------------------
Net cash provided by (used by)
investing activities (5,334) 334 (4,952)
Cash flow from financing activities:
Exercise of stock options - net 230 486 75
Dividend received from foreign
affiliate 1,326 1,152 356
Dividends paid (11,884) (10,928) (9,961)
- --------------------------------------------------------------------------
Net cash used by financing activities (10,328) (9,290) (9,530)
- --------------------------------------------------------------------------
Net increase (decrease) in cash (1,977) 4,641 (1,499)
Opening balance - cash and cash
equivalents 6,501 1,860 3,359
- --------------------------------------------------------------------------
Ending balance - cash and cash
equivalents $ 4,524 $ 6,501 $ 1,860
==========================================================================
Supplemental Disclosure of Cash
Flow Information:
Cash paid for income taxes $ 8,046 $ 6,508 $ 7,289
- --------------------------------------------------------------------------
Supplemental Disclosure of
Non-cash Financing Activity:
Dividend declared $ 3,030 $ 2,798 $ 2,551
Foreign currency translation
adjustment 298 (504) (297)
==========================================================================
The accompanying notes are an integral part of these financial statements.
NOTES TO FINANCIAL STATEMENTS, LANDAUER, INC. AND SUBSIDIARY
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying consolidated financial statements include the accounts
of Landauer, Inc., HomeBuyer's Preferred, Inc., its wholly-owned subsidiary
and SAPRA-Landauer, Ltda., its 75%-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
consolidated financial statements exceeded the fair value of net assets at
the date of acquisition in the amount of $6,911,000 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 15-20 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, 1999
and 1998, accumulated amortization was $2,719,000 and $1,420,000,
respectively. During 1999, the Company's recognized a charge in the amount
of $1,000,000 to adjust the value of its investment in the radon testing
business. (See Note 11, Impairment in Value of Assets.)
Certain of the Company's foreign investments, where the US dollar is not
the functional currency, are subject to currency translation adjustments in
accordance with SFAS No. 52.
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 consolidated 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 consolidated balance sheet date. Management
believes that the amount of deferred contract revenue shown at the
respective consolidated 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 $1,218,000 in 1999, $1,445,000 in 1998, and $1,516,000 in
1997.
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".
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
2. INCOME PER COMMON SHARE
Earnings per share computations have been made in accordance with the
provisions of SFAS No. 128, "Earnings Per Share." Basic earnings per share
were computed by dividing net income by the weighted average number of
shares of common stock outstanding during each year. Diluted earnings per
share were computed by dividing net income by the weighted average number
of shares of common stock that would have been outstanding assuming
dilution during each year.
Following is a table which shows the weighted average number of shares
of common stock for the years ended September 30:
(Dollars in Thousands) 1999 1998 1997
- --------------------------------------------------------------------------
WEIGHTED AVERAGE NUMBER OF SHARES 8,648 8,586 8,483
OF COMMON STOCK OUTSTANDING
OPTIONS ISSUED TO EXECUTIVES (NOTE 5) 65 97 132
-----------------------------
WEIGHTED AVERAGE NUMBER OF SHARES
OF COMMON STOCK ASSUMING
DILUTION 8,713 8,683 8,615
=============================
3. 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 Consolidated Statements of
Income.
Condensed unaudited results of operations for Nagase-Landauer, Ltd.
for the three years ended September 30, 1999 are as follows, converted into
U.S. dollars at the then-current rate of exchange:
(DOLLARS IN THOUSANDS) 1999 1998 1997
-------------------------------
REVENUES $ 13,599 $ 10,669 $ 11,616
INCOME BEFORE INCOME TAXES 3,198 2,627 3,093
NET INCOME 1,497 1,303 1,416
================================
AVERAGE EXCHANGE RATE (YEN/$) 107.0 136.7 120.0
================================
Condensed unaudited balance sheets for the years ended September 30,
1999 and 1998 are as follows:
(DOLLARS IN THOUSANDS) 1999 1998
--------------------------------
CURRENT ASSETS $ 11,385 $ 9,876
OTHER ASSETS 1,059 935
--------------------------------
TOTAL ASSETS $ 12,444 $ 10,811
================================
LIABILITIES $ 6,066 $ 4,479
STOCKHOLDERS' INVESTMENT 6,378 6,332
--------------------------------
TOTAL LIABILITIES AND
STOCKHOLDERS' INVESTMENT 12,444 $ 10,811
================================
4. FOREIGN INVESTMENTS
The Company completed the acquisition of the 75% interest in the largest
private radiation dosimetry service business in Brazil, Servico de
Assessoria e Protecao Radiologica S/C Ltda. (SAPRA), as well as the
radiation dosimetry service of REM in Brazil. The total investment in the
Brazil operations was $3,399,000 dollars, including $3,046,000 of
additional goodwill related to these acquisitions, after currency
translation.
In addition, Landauer has invested $84,700 to date in a joint venture
with China for the establishment of Beijing Landauer Radiation Monitoring
Technology Co., LTD. The Company has a 70% interest in this venture which
is in the start-up stages.
5. INCOME TAXES
The components of the provision for income taxes for the years ended
September 30, 1999, 1998 and 1997 are as follows:
1999
- --------------------------------------------------------------------------
(DOLLARS IN THOUSANDS) CURRENT DEFERRED TOTAL
- --------------------------------------------------------------------------
FEDERAL $ 4,286 $ 829 $ 5,115
STATE 1,014 196 1,210
--------------------------------
TOTAL $ 5,300 $ 1,025 $ 6,325
================================
- --------------------------------------------------------------------------
(DOLLARS IN THOUSANDS) 1998
- --------------------------------------------------------------------------
CURRENT DEFERRED TOTAL
--------------------------------
FEDERAL $ 6,313 $ (255) $ 6,058
STATE 1,400 ( 56) 1,344
--------------------------------
TOTAL $ 7,713 $ (311) $ 7,402
================================
- --------------------------------------------------------------------------
1997
(DOLLARS IN THOUSANDS) CURRENT DEFERRED TOTAL
- ---------------------------------------------------------------------------
FEDERAL $ 5,445 $ 146 $ 5,591
STATE 1,328 35 1,363
--------------------------------
TOTAL $ 6,773 $ 181 $ 6,954
================================
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:
- -------------------------------------------------------------------------
(DOLLARS IN THOUSANDS) 1999 1998 1997
- --------------------------------------------------------------------------
STATUTORY FEDERAL INCOME
TAX RATE 34% 34% 34%
COMPUTED TAX PROVISION
STATUTORY RATE $ 5,399 $ 6,855 $ 6,451
INCREASES (DECREASES)
RESULTING FROM:
STATE INCOME TAX PROVISION,
NET OF FEDERAL BENEFIT 795 875 888
OTHER 131 (328) (385)
------------------------------
INCOME TAX PROVISION IN THE
STATEMENT OF INCOME $ 6,325 $ 7,402 $ 6,954
==============================
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) 1999 1998
- --------------------------------------------------------------------------
DEFERRED TAX ASSETS:
BADGE HOLDER AMORTIZATION $ 983 $ 950
PENSION ACCRUAL 673 765
COMPENSATION EXPENSE 444 556
INVENTORY RESERVE 71 64
OTHER 250 378
--------------------
$ 2,421 $ 2,713
====================
DEFERRED TAX LIABILITIES
DEPRECIATION $ 58 $ 448
SOFTWARE DEVELOPMENT 1,759 636
--------------------
1,817 $ 1,084
====================
Management does not believe that a valuation allowance is required
for the net deferred tax asset.
6. LINE OF CREDIT
The Company maintains an external source of liquidity in the form of
a $5,000,000 unsecured line of credit, maturing September 30, 2000. The
credit facility, which contains covenants for net worth and debt to equity
ratios, has yet to be drawn upon. Draws thereunder bear interest at the
prime rate in effect from time-to-time at the lending bank.
7. 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, 1999 and
1998 there were 8,657,957 and 8,609,299 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 shares are authorized).
Landauer has reserved 1,050,000 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, 1999, 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 1999 become exercisable over a four-year
period, ten years for options granted to directors, 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 1999, options for 160,000 shares were granted and
options for 109,251 shares were exercised. As of September 30, 1999, non-
qualified options for 419,000 shares had been granted at prices from $13.25
- - $26.44 per share. At year-end, 209,000 shares were exercisable. This
plan also provides for the grant of restricted shares or the grant of stock
appreciation rights, either separately or in relation to options granted.
During fiscal 1999, grants for 1,000 restricted shares were made to key
employees. As of September 30, 1999, no stock appreciation rights had been
granted.
8. 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. The directors' plan was terminated in 1997.
The following table sets forth the status of these plans at September
30, 1999 and 1998 in accordance with SFAS Nos. 87 and 132:
Other
Retirement
Pension Benefits
- --------------------------------------------------------------------------
(DOLLARS IN THOUSANDS) 1999 1998 1999 1998
- --------------------------------------------------------------------------
Change in benefit obligation:
Benefit obligation at
beginning of year $ 7,145 $ 6,588 $ 512 $ 493
Service cost 402 409 36 33
Interest cost 545 477 38 34
Amendments 48 - - -
Actuarial (gain) loss 187 (138) 7 (20)
Benefits paid (253) (191) (30) (28)
---------------------------------------
Benefit obligation at
end of period $ 8,074 $ 7,145 $ 563 $ 512
========================================
Change in plan assets:
Fair value of assets at beginning
of year $ 6,090 $ 5,769 $ - $ -
Actual return on plan assets 478 480 - -
Employer contribution 38 24 30 28
Benefits paid (253) (191) (30) (28)
----------------------------------------
Fair value of assets at
end of period $ 6,353 $ 6,090 $ - $ -
========================================
Reconciliation of Funded Status:
Funded status $ (1,721) $ (1,055) $ (563)$ (512)
Unrecognized transition
obligation (asset) (50) (56) 295 318
Unrecognized prior service cost 187 157 - -
Unrecognized net actuarial gain (767) (958) (143) (169)
========================================
Accrued benefit cost $ (2,351) $ (1,912) $ (411)$ (363)
Components of net periodic
benefit cost:
Service cost $ 402 $ 409 $ 36$ 32
Interest cost 545 477 38 33
Expected return on plan assets (478) (456) - -
Amortization of transition
obligation (asset) (6) (6) 22 23
Amortization of prior service cost 18 47 - -
Recognized net actuarial
(gain) loss (10) (22) (18) (25)
----------------------------------------
Net periodic benefit cost $ 471 $ 449 $ 78$ 63
=========================================
Weighted average assumptions as of Sept. 30:
Discount rate at beginning of year 7.5% 7.5% 7.5% 7.5%
Discount rate at end of year 7.5% 7.5% 7.5% 7.5%
Expected return on plan assets 8.0% 8.0% 0.0% 0.0%
Rate of compensation increase 5.5% 5.5% 6.0% 6.0%
Plan assets for the defined benefit pension plan include marketable equity
securities, corporate and government debt securities, and cash and short-
term investments. 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 $1,160,000 and $1,007,000 at September 30, 1999 and 1998, 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. $90,000, $83,000, and $80,000 was
provided to expense for the years ended September 30, 1999, 1998, and 1997
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 assumption for health-care
cost trend rates were 7% for those younger than 65, and 5% for those 65 and
older. The effect of a one percent increase on service and interest costs
and postretirement benefit obligation would be $8,000 and $56,000,
respectively. For a one percent decrease, the effect would be a reduction
to service and interest costs and postretirement benefit obligation of
$7,000 and $49,000, respectively. The amount of the Company's unrecognized
transition obligation resulting from the adoption of SFAS No. 106 is
$295,000 as of September 30, 1999. This liability is included in "Other
accrued expenses".
9. 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.
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.
During 1999, the Company settled its dispute with the Illinois
Department of Revenue. The reserves were adequate to cover settlement of
this matter and the Company is in compliance with filing returns in
accordance with the Department's determination.
10. STOCK-BASED COMPENSATION PLANS
The Company maintains stock option plans for key employees
("Employees' 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. Had
compensation cost for these plans been determined consistent with FASB
Statements No. 123, "Accounting for Stock-Based Compensation", the
Company's net income and earnings per share would have been as follows:
- --------------------------------------------------------------------------
(DOLLARS IN THOUSANDS) 1999 1998 1997
- --------------------------------------------------------------------------
NET INCOME AS REPORTED $ 9,489 12,759 $ 12,019
PRO FORMA 9,402 12,813 12,090
BASIC EPS: AS REPORTED $ 1.10 $ 1.49 $ 1.42
PRO FORMA 1.09 1.49 1.42
DILUTED EPS: AS REPORTED 1.09 1.47 1.39
PRO FORMA 1.08 1.48 1.39
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 1,000,000 shares under the
Employees' Plan. The Company may grant options for up to 50,000 shares
under the Directors' Plan. The Company has granted options on 800,000 and
35,000 shares, respectively, under these plans through September 30, 1999.
Under each plan the option exercise price equals the stock's fair market
value on the date of grant. Options granted under the Employees' Plan 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, 1999, 1998,
and 1997 and changes for the years then ended is presented in the table and
narrative below:
- --------------------------------------------------------------------------
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE) 1999
- --------------------------------------------------------------------------
Weighed
Average
Exercise
Shares Price
- --------------------------------------------------------------------------
OUTSTANDING AT BEGINNING OF YEAR 374 $ 15.78
GRANTED 160 26.44
EXERCISED (110) 10.68
FORFEITED (5) 22.31
---------------------
OUTSTANDING AT END OF YEAR 419 $ 21.10
=====================
EXERCISABLE AT END OF YEAR 209 $ 16.58
=====================
- --------------------------------------------------------------------------
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE) 1998
- --------------------------------------------------------------------------
Weighed
Average
Exercised
Shares Price
---------------------
OUTSTANDING AT BEGINNING OF YEAR 530 $ 12.24
GRANTED 30 24.63
EXERCISED (181) 6.68
FORFEITED (5) 22.31
---------------------
OUTSTANDING AT END OF YEAR 374 $15.78
=====================
EXERCISABLE AT END OF YEAR 248 $ 14.63
=====================
- --------------------------------------------------------------------------
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE) 1997
- --------------------------------------------------------------------------
Weighed
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
=====================
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 1999, 1998, and 1997:
1999 1998 1997
- --------------------------------------------------------------------------
RISK FREE INTEREST RATES 4.77% 6.09% 6.79%
EXPECTED DIVIDEND YIELD 4.84% 4.75% 4.75%
EXPECTED LIFE (YEARS) 9.0 9.0 9.0
EXPECTED VOLATILITY 20.7% 20.1% 22.3%
11. IMPAIRMENT IN VALUE OF ASSETS
The Company recognized a non-cash pre-tax charge of $2,957,000 during
the year, or $0.25 per diluted share, for the discontinuation of older
technologies as the Company transitions customers to Luxel, a superior
radiation measurement technology. Included in the non-cash charge is
$1,000,000 related to accelerated good-will amortization and $1,701,000 of
additional depreciation and amortization charges resulting from the change
in estimated useful lives of fixed assets. In addition, a $256,000 reserve
was applied against certain inventories.
12. NEW ACCOUNTING PRONOUNCEMENTS
The Financial Accounting Standards Board (FASB) has issued a new
pronouncement, Statement No. 133, "Accounting for Derivative Instruments
and Hedging Activities," which is required to be adopted in fiscal 2000. At
the present time, this pronouncement should have no effect on the Company.
FASB has also issued Statement of Position ("SOP") 98-5, "Reporting
of the Costs of Start-Up Activities" and SOP 97-1, "Accounting for the
Costs of Computer Software Developed or Obtained for Internal use". The
Company adopted these SOP's in fiscal 1999. The impact was immaterial to
its financial statements.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
TO THE STOCKHOLDERS AND DIRECTORS OF
LANDAUER, INC.
We have audited the consolidated balance sheets of Landauer, Inc. and
Subsidiaries, a Delaware corporation (see Note 1), as of September 30, 1999
and 1998 and the related consolidated statements of income, stockholders'
investment and comprehensive income, and cash flows for each of the three
years in the period ended September 30, 1999. 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 Subsidiaries as of September 30, 1999 and 1998, 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, 1999 in conformity with generally accepted accounting
principles.
ARTHUR ANDERSEN LLP
Chicago, Illinois
November 3, 1999
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
Relationships 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
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
incorporated by reference to Exhibit (4) (a) to the Annual Report on Form
10-K for the fiscal year ended September 30, 1997.
(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
on 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 on 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 incorporated by reference to Exhibit (10)(i) to the Annual
Report on Form 10-K for the fiscal year ended September 30, 1997.
(10)(j) Employment agreements dated February 29, 1996 between
the Registrant and Brent A. Latta, James M. O'Connell and R. Craig Yoder
are incorporated by reference to the Annual Report on Form 10-K for the
fiscal year ended September 30, 1998.
(21) Subsidiaries of the registrant are incorporated by reference to
Exhibit (22) to the Annual Report on Form 10-K for the fiscal 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, 1999.
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.
By: /s/ Brent A. Latta December 17, 1999
------------------------
Brent A. Latta
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/ Brent A. Latta President and Director December 17, 1999
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Brent A. Latta (Principal Executive Officer)
/s/ James M. O'Connell Vice President, Finance December 17, 1999
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James M. O'Connell Treasurer and Secretary
(Principal Financial and
Accounting Officer)
/s/ Robert J. Cronin Director December 17, 1999
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Robert J. Cronin
/s/ Gary D. Eppen Director December 17, 1999
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Gary D. Eppen
/s/ Thomas M. Fulton Director December 17, 1999
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Thomas M. Fulton
/s/ Richard R. Risk Director December 17, 1999
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Richard R. Risk
/s/ Paul B. Rosenberg Director December 17, 1999
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Paul B. Rosenberg
/s/ Michael D. Winfield Director December 17, 1999
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Michael D. Winfield
QUARTERLY FINANCIAL DATA (UNAUDITED)
(dollars in thousands, except per share)
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First Second Third Fourth Total
Quarter Quarter Quarter Quarter Year
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Net revenues 1999 $ 10,906 $ 11,432 $ 10,684 $ 10,778 $ 43,800
1998 $ 10,328 $ 10,965 $ 10,653 $ 10,746 $ 42,692
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Operating
income 1999 $ 4,767 $ 4,846 $ 1,398 $ 3,745 $ 14,756
1998 $ 4,378 $ 4,819 $ 4,535 $ 5,000 $ 18,732
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Net income 1999 $ 3,183 $ 3,168 $ 605 $ 2,533 $ 9,489
1998 $ 3,036 $ 3,297 $ 3,098 $ 3,328 $ 12,759
==========================================================================
Diluted net income
per share 1999 $ .37 $ .37 $ .06 $ .29 $ 1.09
1998 $ .35 $ .38 $ .36 $ .38 $ 1.47
==========================================================================
Cash dividends
per share 1999 $ .35 $ .35 $ .35 $ .35 $ 1.40
1998 $ .32 1/2 $ .32 1/2 $ .32 1/2 $ .32 1/2$ 1.30
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Common stock
price per
share 1999 high$ 32.88 $32.75 $ 30.25 $ 29.94 $ 32.88
low 25.13 24.13 23.69 24.13 23.69
1998 high$ 29.56 $30.75 $ 30.00 $ 30.75 $ 30.75
low 24.25 26.75 26.50 23.75 23.75
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Weighted Average Diluted Shares Outstanding
1999 8,724 8,728 8,715 8,712 8,713
1998 8,655 8,727 8,678 8,672 8,683
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