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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, 2000
Commission File Number 1-9788
LANDAUER, INC.
(Exact name of registrant as specified in its charter)
Delaware 06-1218089
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2 SCIENCE ROAD, GLENWOOD, ILLINOIS 60425
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (708) 755-7000
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 requirement 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 8, 2000, 8,660,748 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 $156,000,000.
Certain portions of the registrant's definitive Proxy Statement in
connection with the February 7, 2001 Annual meeting of Stockholders (the
"Proxy Statement") are incorporated by reference into Part III of this
Annual Report on Form 10-K.
1
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 5
2. Properties 5
3. Legal Proceedings 5
4. Submission of Matters to a Vote of Security Holders 5
4-A. Executive Officers of the Registrant 6
PART II
5. Market for Registrant's Common Stock and
Related Stockholder Matters 6
6. Selected Financial Data 6
7. Management's Discussion and Analysis of Financial Condition
and Results of Operations 7
8. Consolidated Financial Statements and Supplementary Data
Consolidated Balance Sheets 10
Consolidated Statements of Income 12
Consolidated Statements of Stockholders' Investment
and Comprehensive Income 13
Consolidated Statements of Cash Flows 15
Notes to Consolidated Financial Statements 16
Report of Independent Public Accountants 26
9. Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure 27
PART III
10. Directors and Executive Officers of the Registrant 27
11. Executive Compensation 27
12. Security Ownership of Certain Beneficial Owners
and Management 27
13. Certain Relationships and Related Transactions 27
PART IV
14. Exhibits, Financial Statement Schedules,
and Reports on Form 8-K
Financial Statements 27
Financial Statement Schedules 27
List of Exhibits 27
Reports on Form 8-K 28
Signatures of Registrant and Directors 29
2
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 established
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 badges worn by client personnel, the
dosages of x-ray, gamma radiation and other penetrating ionizing radiations
to which the wearer has been exposed. This technology is marketed under the
tradename, Luxel. 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, Ltd., which provides radiation dosimetry ser-
vices 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 Nagase-Landauer,
Ltd., a 50%-owned joint-venture in Japan, involved in radiation monitoring
in that country.
Landauer's operations 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 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, 2000, there were 8,660,748 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, Michigan, Connecticut,
Georgia, Texas, the United Kingdom. The Company's services are marketed
through ventures in Japan, Brazil and China, In addition, U.S. sales
personnel market these services in Canada. Other firms and individuals
market the Company's services on a commission basis, primarily to small
customers.
Worldwide, the Company and its affiliates serve more than 55,000
customers representing more than 1.2 million individuals. 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, 2000 and 1999, deferred contract revenue
was $10,346,000 and $10,010,000, respectively.
3
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 horn 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 essentially
all of its domestic customers and is in the process of converting most of
its international customers. 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.
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, Ltd. The Company will begin offer-
ing service to customers in China during fiscal 2001.
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. Additional~y, 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.
4
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 com-
mercialized this technology over the past three years and has converted
most of its customers to the new technology.
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, 2000, the Company employed approximately 300
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 operations, or financial position.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
5
ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers of the Company are as follows:
NAME OF OFFICER AGE POSITION
Brent A. Latta 57 President and Chief Executive
Officer
James J. O'Connell 53 Vice President, Finance,
Treasurer, Secretary, and
Chief Financial Officer
R. Craig Yoder 48 Vice President - Operations
Joseph M. Zlotnicki 44 Vice President - International
Mr. Latta, Mr. O'Connell, and Dr. Yoder are 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, served in various financial capacities in the telecommunications,
manufacturing and financial services industries. 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.
Zlotnicki was elected to his position in 2000 and has served Landauer for
ten years, most recently as Manager of Corporate Development. Prior to
joining Landauer, Mr. Zlotnicki worked ten years for Amersham
International.
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 30 of this Annual Report on
Form 10-K. On December 8, 2000, 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 2000.
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 30 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.
6
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
RESULTS OF OPERATIONS
FISCAL 2000 COMPARED TO FISCAL 1999
Net revenues for fiscal 2000 were $47,174,000 an increase of
$3,374,000, or 7.7%, over fiscal 1999. The growth in revenues resulted from
pricing for domestic personnel dosimetry services, gains in volume for
ancillary products and services and international growth.
Cost of sales as a percentage of net revenues was 35.9% in fiscal
2000 and is comparable to 36.0% a year ago.
Selling, general and administrative expenses for fiscal 2000
increased $80,000, or 0.8%, compared with fiscal 1999. The Company
recognized a non-cash charge of $520,000 and $2,957,000 in fiscal 2000 and
1999, respectively, related to an impairment of value of assets related to
the Company's older radiation technologies and the radon measurement
business. in addition, during fiscal 2000 the Company received a one-time
$500,000 technology cost reimbursement from its 50%-owned Japanese
subsidiary, Nagase-Landauer. The payment reimburses a portion of costs
incurred by the parent company in developing and implementing the Luxel
technology Absent the non-cash charges and the technology reimbursement,
operating expenses rose $580,000, or 5.6% as a result of the increased
labor and benefit costs associated with marketing and administrative
support.
Other income for fiscal 2000 decreased to $999,000 from $1,122,000 in
fiscal 1999, primarily as a result of lower interest income. Equity earn-
ings from the 50%-owned joint-venture, Nagase-Landauer, were $759,000 in
fiscal 2000 and $748,000 in fiscal 1999.
Income tax expense for fiscal 2000 was $7,519,000 compared with
$6,325,000 in fiscal 1999. The effective tax rate was 37.0% for fiscal
2000 and 39.8% for 1999; the lower effective rate resulted from the non-
deductibility of the write-down of goodwill, part of the special charge in
1999.
As a result, net income for fiscal 2000 increased $3,273,000, or
34.5%, to $12,762,000. Diluted income per share increased from $1.09 in
fiscal 1999 to $1.47 in fiscal 2000. Absent the non-cash charges, diluted
income per share increased from $1.34 to $1.51 in fiscal 2000.
Certain reclassifications have been made in the financial statements
for comparative purposes. These reclassifications have no effect on the
results of operation or financial position.
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 36.0% in
fiscal 1999 compared with 31.4% in fiscal 1998 and reflects higher costs
for the introduction of Luxel and Year 2000 remediation costs.
Selling, general and administrative expenses for fiscal 1999
decreased $264,000, or 2.5%, 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 tech-
nologies and the radon measurement business.
Other income for fiscal 1999 decreased to $1,122,000 from $1,429,000
in fiscal 1998, primarily as a result of lower interest income.
7
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; the higher effective rate resulted from the non-
deductibility of the write-down of goodwill, part of the special charge in
1999.
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.
FOURTH QUARTER RESULTS OF OPERATIONS
Revenues in the fourth quarter of fiscal 2000 were 13.6% higher than
reported in the same period in fiscal 1999. Fourth quarter revenues
included higher pricing, as well as revenue growth from our international
ventures and ancillary products and services. Net income for the quarter of
$3,392,000 represented a 34% increase compared with the same period in
1999. Diluted income per share for the fourth quarters of 2000 and 1999 was
$.39 and $.29, respectively; fiscal 1999 results include a $.03 non-cash
charge relating to the asset impairment.
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.
LIQUIDITY AND CAPITAL RESOURCES
Landauer's 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
in 1999. Investing activities were limited to acquisitions of property,
plant and equipment (including amortizable dosimetry device components) and
amounted to $3,799,000 and $6,598,000, respectively, in fiscal 2000 and
1999. In September, 2000, the Company invested $2,550,000 to acquire
certain assets of the Eberline Analytical Corporation; and, in 1999, the
Company invested $3,363,000 for its acquisition of SAPRA-Landauer and the
REM dosimetry service in Brazil. Cash paid for income taxes was $5,302,000
in 2000 and $8,046,000 in fiscal 1999; fiscal 1999 included a settlement
with the Illinois Department of Revenue.
At September 30, 2000, 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 2001 are
expected to amount to $4,800,000, 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 $10,346,000 and $10,010,000, respectively, as of
September 30, 2000 and 1999, 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.
8
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.
The Company has completed remediation, installation and compliance
testing of all of its mission critical software systems. Where software
systems replacement was required, the systems been installed. Non-
information technology systems software have been remediated or replaced by
the individual users of such systems. The Company has experienced no
significant adverse consequences as a result of year 2000 compliance
issues.
The computer hardware phase was completed 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 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, 2000, 1999 and 1998, the amount of such expense
charged to operations was $170,000, $708,000, and $337,000, 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.
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.
9
ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA
CONSOLIDATED BALANCE SHEETS
LANDAUER, INC. AND SUBSIDIARIES
(Dollars in Thousands)
- --------------------------------------------------------------------------
As of September 30, Notes 2000 1999
- --------------------------------------------------------------------------
ASSETS
Current assets:
Cash and cash equivalents 1 $ 3,001 $ 4,524
Short-term investments 1 475 321
Receivables, net of allowance for doubtful
accounts of $385,000 in 2000 and
$319,000 in 1999 10,734 9,903
Inventories 1 1,587 1,169
Prepaid expenses 308 176
Prepaid income taxes 849 2,047
Deferred taxes on income 6 -- 604
- --------------------------------------------------------------------------
Total current assets 16,954 18,744
- --------------------------------------------------------------------------
Property, plant and equipment, at cost: 1
Land and improvements 538 538
Buildings and improvements 3,469 3,444
Equipment 28,191 24,417
- --------------------------------------------------------------------------
32,198 28,399
Less: accumulated depreciation
and amortization 16,161 13,535
- --------------------------------------------------------------------------
Net property, plant and equipment 16,037 14,864
- --------------------------------------------------------------------------
Cost of purchased businesses in excess
of net assets acquired 1 & 4 4,021 4,192
Equity in joint venture 3 3,550 3,276
Other assets 5 6,499 3,548
- --------------------------------------------------------------------------
TOTAL ASSETS $ 47,061 $ 44,624
==========================================================================
10
CONSOLIDATED FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA
CONSOLIDATED BALANCE SHEETS - CONTINUED
LANDAUER, INC. AND SUBSIDIARIES
(Dollars in Thousands)
- --------------------------------------------------------------------------
As of September 30, Notes 2000 1999
- --------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' INVESTMENT
Current liabilities:
Accounts payable $ 966 $ 630
Dividends payable 3,031 3,030
Deferred contract revenue 10,346 10,010
Accrued compensation and related costs 1,792 1,214
Accrued pension costs 9 1,531 1,637
Accrued taxes on income 1 & 6 535 --
Other accrued expenses 1,991 1,816
- --------------------------------------------------------------------------
Total current liabilities 20,192 18,337
- --------------------------------------------------------------------------
Minority interest 51 49
Commitments and contingencies 7 & 10
STOCKHOLDERS' INVESTMENT 8 & 11
Preferred stock -- --
Common stock 866 866
Premium paid in on common stock 8,752 8,711
Cumulative translation adjustments (372) (265)
Retained earnings 17,572 16,926
- --------------------------------------------------------------------------
Total stockholders' investment 26,818 26,238
- --------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' INVESTMENTS $ 47,061 $ 44,624
==========================================================================
The accompanying notes are an integral part of these financial statements.
11
CONSOLIDATED STATEMENTS OF INCOME
LANDAUER, INC. AND SUBSIDIARIES
(Dollars in thousands, except per share)
- --------------------------------------------------------------------------
For the years ended
September 30, Notes 2000 1999 1998
- --------------------------------------------------------------------------
Net revenues $ 47,174 $ 43,800 $ 42,692
- --------------------------------------------------------------------------
Costs and expenses
Cost of sales 16,959 15,788 13,397
Selling, general,
and administrative 1 10,379 10,299 10,563
Impairment in value of assets 12 520 2,957 --
- --------------------------------------------------------------------------
27,858 29,044 23,960
- --------------------------------------------------------------------------
Operating income 19,316 14,756 18,732
Equity in income of joint venture 3 759 748 653
Other income 240 374 776
- --------------------------------------------------------------------------
Income before taxes 20,315 15,878 20,161
Income taxes 1 & 6 (7,519) (6,325) (7,402)
- --------------------------------------------------------------------------
Income before minority interest $ 12,796 $ 9,553 $ 12,759
Minority interest (34) (64) --
- --------------------------------------------------------------------------
Net income $ 12,762 $ 9,489 $ 12,759
==========================================================================
Net income per share: 2
Basic $ 1.47 $ 1.10 $ 1.49
Diluted $ 1.47 $ 1.09 $ 1.47
==========================================================================
The accompanying notes are an integral part of these financial statements.
12
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' INVESTMENT
AND COMPREHENSIVE INCOME
LANDAUER, INC. AND SUBSIDIARIES
(Dollars in thousands)
- ----------------------------------------------------------------------------------------------------------------
Premium
Paid in on Cumulative Total Compre-
Common Common Translation Retained Stockholders' hensive
Stock Stock Adjustments Earnings Investment Income
- ----------------------------------------------------------------------------------------------------------------
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
========
13
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' INVESTMENT
AND COMPREHENSIVE INCOME
LANDAUER, INC. AND SUBSIDIARIES - CONTINUED
(Dollars in thousands)
- ----------------------------------------------------------------------------------------------------------------
Premium
Paid in on Cumulative Total Compre-
Common Common Translation Retained Stockholders' hensive
Stock Stock Adjustments Earnings Investment Income
- ----------------------------------------------------------------------------------------------------------------
Balance
September 30, 1999 $ 866 $ 8,711 $ (265) $ 16,926 $ 26,238
Options exercised,
net of repurchases -- 41 -- -- 41
Net income 12,762 12,762 $ 12,762
Foreign currency
translation
adjustment (107) (107) (107)
Dividends (12,116) (12,116) --
- ----------------------------------------------------------------------------------------------------------------
Comprehensive income $ 12,655
========
Balance
September 30, 2000 $ 866 $ 8,752 $ (372) $ 17,572 $ 26,818
================================================================================================================
The accompanying notes are an integral part of these financial statements.
14
CONSOLIDATED STATEMENTS OF CASH FLOWS
LANDAUER, INC. AND SUBSIDIARIES
(Dollars in thousands, except per share)
- --------------------------------------------------------------------------
For the years ended September 30, 2000 1999 1998
- --------------------------------------------------------------------------
Cash flow from operating activities:
Net income $ 12,762 $ 9,489 $ 12,759
Non-cash expenses, revenues,
and gains reported in income
Depreciation and amortization 4,025 6,456 2,635
Equity in income of joint venture (759) (748) (653)
Compensatory effect of stock options 41 -- 151
Deferred income taxes 2,337 1,025 (311)
- --------------------------------------------------------------------------
5,644 6,733 1,822
- --------------------------------------------------------------------------
Net increase in other current assets (1,535) (2,705) (844)
Net increase in current liabilities 1,321 105 638
Net decrease (increase) in
net long-term assets (1,650) 63 (778)
- --------------------------------------------------------------------------
(1,864) (2,537) (984)
- --------------------------------------------------------------------------
Net cash generated from
operating activities 16,542 13,685 13,597
Cash flow from investing activities:
Disposition of investments -- 4,984 11,319
Acquisition of investments (2,550) (321) (2,953)
Acquisition of Brazilian subsidiary -- (3,399) --
Acquisition of property, plant
and equipment (3,799) (6,598) (8,032)
- --------------------------------------------------------------------------
Net cash provided by (used in)
investing activities (6,349) (5,334) 334
Cash flow from financing activities:
Exercise of stock options - net -- 230 486
Dividend received from foreign affiliate 400 1,326 1,152
Dividends paid (12,116) (11,884) (10,928)
- --------------------------------------------------------------------------
Net cash used by financing activities (11,716) (10,328) (9,290)
- --------------------------------------------------------------------------
Net increase (decreased) in cash (1,523) (1,977) 4,641
Opening balance - cash and cash equivalents 4,524 6,501 1,860
- --------------------------------------------------------------------------
Ending balance - cash and
cash equivalents $ 3,001 $ 4,524 $ 6,501
==========================================================================
Supplemental Disclosure of
Cash Flow Information:
Cash paid for income taxes $ 5,302 $ 8,046 $ 6,508
==========================================================================
Supplemental Disclosure of
Non-Cash Financing Activity:
Dividend declared $ 3,031 $ 3,030 $ 2,798
Foreign currency translation
adjustment (107) 298 (504)
==========================================================================
The accompanying notes are an integral part of these financial statements.
15
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
LANDAUER, INC. AND SUBSIDIARIES
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; SAPRA-Landauer, Ltd., its 75%-owned subsidiary; and Beijing-
Landauer, Ltd., its 70%-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 $6,938,000 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, 2000
and 1999, accumulated amortization was $2,917,000 and $2,744,000,
respectively.
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.
INVESTMENTS
Investments 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 cus-
tomer 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.
16
RESEARCH AND DEVELOPMENT
The cost of research and development programs is charged to selling,
general and administrative expense as incurred and amounted to
approximately $522,000 in 2000, $484,000 in 1999, and $640,000 in 1998. In
addition, during fiscal 2000 the Company received a one-time $500,000
technology cost reimbursement from its 50%-owned Japanese subsidiary,
Nagase-Landauer. The payment reimburses a portion of costs incurred by the
parent company in developing and implementing the Luxel technology.
DEPRECIATION AND MAINTENANCE
Plant and equipment are depreciated on a straight-line basis over
their estimated useful lives, which are primarily thirty years for build-
ings 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:
- -------------------------------------------------------------------------
(Amounts in Thousands 2000 1999 1998
- -------------------------------------------------------------------------
WEIGHTED AVERAGE NUMBER OF SHARES 8,661 8,648 8,586
OF COMMON STOCK OUTSTANDING
OPTIONS ISSUED TO EXECUTIVES
(NOTE 11) 24 65 97
-----------------------
WEIGHTED AVERAGE NUMBER OF SHARES
OF COMMON STOCK ASSUMING DILUTION 8,685 8,713 8,683
=======================
17
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 its own caption in the accompanying Statements of Income.
Condensed unaudited results of operations for Nagase-Landauer, Ltd.
for the three years ended September 30, 2000 are as follows, converted into
U.S. dollars at the then-current rate of exchange:
- -------------------------------------------------------------------------
(Dollars in Thousands 2000 1999 1998
- -------------------------------------------------------------------------
REVENUES $13,509 $13,599 $10,669
INCOME BEFORE INCOME TAXES 2,910 3,198 2,627
NET INCOME 1,519 1,497 1,303
============================
AVERAGE EXCHANGE RATE
(YEN/DOLLAR) 106.4 107.0 136.7
============================
Condensed unaudited balance sheets for the years ended September 30,
2000 and 1999 are as follows:
- -------------------------------------------------------------------------
(Dollars in Thousands 2000 1999
- -------------------------------------------------------------------------
CURRENT ASSETS $12,589 $11,477
OTHER ASSETS 1,886 1,141
-----------------
TOTAL ASSETS $14,475 $12,618
=================
LIABILITIES $ 7,375 $ 6,066
STOCKHOLDERS' INVESTMENT 7,100 6,552
-----------------
TOTAL LIABILITIES AND
STOCKHOLDERS' INVESTMENT $14,475 $12,618
=================
4. FOREIGN INVESTMENTS
During fiscal 1999, 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 $3,363,000, including $3,046,000 of
additional goodwill related to these acquisitions, after currency
translation.
In addition, Landauer has invested $341,000 over the past two fiscal
years 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 stage.
18
5. OTHER ASSETS
The components of other assets for the years ended September 30,
2000, and 1999 are as follows:
- -------------------------------------------------------------------------
(Dollars in Thousands 2000 1999
- -------------------------------------------------------------------------
INVESTMENTS, NET OF AMORTIZATION $ 3,319 $ 932
BADGE HOLDERS AND FILTERS PACKS,
NET OF AMORTIZATION 2,151 2,098
LICENSES & PATENTS,
NET OF AMORTIZATION 683 303
OTHER 346 215
-----------------
$ 6,499 $ 3,548
=================
In September, 2000, the Company invested $2,550,000 to acquire certain
assets, including a customer list, of Eberline Analytical Corporation, a
division of ThermoRetec Corporation. The Company began providing dosimetry
services to the former Eberline customers in October, 2000. The acquisition
was accounted for as a purchase.
6. INCOME TAXES
The components of the provision for income taxes for the years ended
September 30, 2000, 1999 and 1998 are as follows:
- -------------------------------------------------------------------------
(Dollars in Thousands 2000
- -------------------------------------------------------------------------
CURRENT DEFERRED TOTAL
--------------------------------------
FEDERAL $ 5,132 $ 915 $ 6,047
STATE 1,249 223 1,472
--------------------------------------
TOTAL $ 6,381 $ 1,138 $ 7,519
======================================
- -------------------------------------------------------------------------
1999
- -------------------------------------------------------------------------
CURRENT DEFERRED TOTAL
--------------------------------------
FEDERAL $ 4,286 $ 829 $ 5,115
STATE 1,014 196 1,210
--------------------------------------
TOTAL $ 5,300 $ 1,025 $ 6,325
======================================
- -------------------------------------------------------------------------
1998
- -------------------------------------------------------------------------
CURRENT DEFERRED TOTAL
--------------------------------------
FEDERAL $ 6,313 $ (255) $ 6,058
STATE 1,400 (56) 1,344
--------------------------------------
TOTAL $ 7,713 $ (311) $ 7,402
======================================
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:
19
- -------------------------------------------------------------------------
(Dollars in Thousands 2000 1999 1998
- -------------------------------------------------------------------------
STATUTORY FEDERAL INCOME
TAX RATE 35% 34% 34%
COMPUTED TAX PROVISION
STATUTORY RATE $7,110 $5,399 $6,855
INCREASES (DECREASES)
RESULTING FROM:
STATE INCOME TAX PROVISION,
NET OF FEDERAL BENEFIT 957 795 875
OTHER (548) 131 (328)
---------------------------
INCOME TAX PROVISION IN THE
STATEMENT OF INCOME $7,519 $6,325 $7,402
===========================
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 2000 1999
- -------------------------------------------------------------------------
DEFERRED TAX ASSETS:
BADGE HOLDER AMORTIZATION $ 310 $ 983
PENSION ACCRUAL 690 673
COMPENSATION EXPENSE 321 444
INVENTORY RESERVE 91 71
OTHER 243 250
----------------
$1,655 $2,421
================
DEFERRED TAX LIABILITIES:
DEPRECIATION $ 178 $ 58
SOFTWARE DEVELOPMENT 2,012 1,759
----------------
$2,190 $1,817
================
Management does not believe that a valuation allowance is required
for the net deferred tax asset.
7. 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, contains covenants for net worth and debt to equity
ratios. Draws thereunder bear interest at the prime rate in effect from
time-to-time at the lending bank.
8. 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, 2000 and
20
1999 there were 8,660,748 and 8,657,957 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, 2000, 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 2000 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 2000, options for 55,000 shares were granted and no
options were exercised. As of September 30, 2000, non-qualified options
for 444,000 shares had been granted at prices from $13.25-$26.44 per share.
At year-end, 285,000 shares were exercisable. This plan also provides for
the grant of restricted shares or the grant of stock appreciation rights.
During fiscal 2000, grants for 2,791 restricted shares were made to key
employees. As of September 30, 2000, no stock appreciation rights had been
granted.
9. 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, 2000 and 1999 in accordance with SFAS Nos. 87 and 132:
Other
Retirement
Pension Benefits
------- ----------
- --------------------------------------------------------------------------
(Dollars in thousands) 2000 1999 2000 1999
- --------------------------------------------------------------------------
Change in benefit obligation:
Benefit obligation at
beginning of year $ 8,074 $ 7,145 $ 563 $ 512
Service cost 445 402 47 36
Interest cost 568 545 39 38
Amendments -- 48 -- --
Actuarial (gain) loss 138 187 (22) 7
Benefits paid (279) (253) (33) (30)
Effects of settlement (500) -- -- --
-----------------------------------
Benefit obligation at
end of period $ 8,446 $ 8,074 $ 594 $ 563
===================================
Change in plan assets:
Fair value of assets at
beginning of year $ 7,060 $ 6,090 $ -- $ --
Actual return on plan assets 554 478 -- --
Employer contribution 468 38 33 30
Benefits paid (279) (253) (33) (30)
-----------------------------------
Fair value of assets at
end of period $ 7,803 $ 6,353 $ -- $ --
===================================
21
Other
Retirement
Pension Benefits
------- ----------
- --------------------------------------------------------------------------
(Dollars in thousands) 2000 1999 2000 1999
- --------------------------------------------------------------------------
Reconciliation of Funded Status:
Funded Status $ (643) $(1,721) $ (594) $ (563)
Unrecognized transition
obligation (asset) (43) (50) 272 295
Unrecognized prior service cost 169 187 -- --
Unrecognized net actuarial gain (826) (767) (147) (143)
-----------------------------------
Accrued benefit cost $(1,343) $(2,351) $ (469) $ (411)
===================================
Components of net periodic benefit cost:
Service cost $ 446 $ 402 $ 47 $ 36
Interest cost 568 545 39 38
Expected return on plan assets (554) (478) -- --
Amortization of transition
obligation (asset) (6) (6) 23 22
Amortization of prior service cost 18 18 -- --
Settlement (gain) loss (376) -- -- --
Recognized net actuarial
(gain) loss (9) (10) (19) (18)
-----------------------------------
Net periodic benefit cost $ 87 $ 471 $ 90 $ 78
===================================
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 $917,000 and $1,160,000 at September 30, 2000 and 1999, 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. $91,000, $90,000, and $83,000 was
provided to expense for the years ended September 30, 2000, 1999, and 1998,
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 $10,000 and $66,000,
respectively. For a one percent decrease, the effect would be a reduction
to service and interest costs and postretirement benefit obligation of
$9,000 and $57,000, respectively. The amount of the Company's unrecognized
transition obligation resulting from the adoption of SFAS No. 106 is
$272,000 as of September 30, 2000. This liability is included in "Other
accrued expenses".
22
10. 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.
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.
11. 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,
except per share) 2000 1999 1998
- --------------------------------------------------------------------------
NET INCOME AS REPORTED $12,762 $ 9,489 $12,759
PRO FORMA $12,660 9,402 12,813
BASIC EPS: AS REPORTED $ 1.47 $ 1.10 $ 1.49
PRO FORMA $ 1.46 1.09 1.49
DILUTED EPS: AS REPORTED $ 1.47 1.09 1.47
PRO FORMA 1.46 1.08 1.48
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 850,000 and
35,000 shares, respectively, under these plans through September 30, 2000.
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, 2000, 1999,
and 1998 and changes for the years then ended is presented in the table and
narrative below:
- --------------------------------------------------------------------------
(Amounts in thousands, except per share) 2000
- --------------------------------------------------------------------------
Weighted
Average
Exercised
Shares Price
------ ---------
OUTSTANDING AT BEGINNING OF YEAR 419 $21.10
GRANTED 55 21.16
--------------------
OUTSTANDING AT END OF YEAR 474 $21.11
====================
23
- --------------------------------------------------------------------------
(Amounts in thousands, except per share) 2000
- --------------------------------------------------------------------------
Weighted
Average
Exercised
Shares Price
------ ---------
EXERCISABLE AT END OF YEAR 285 $18.44
====================
WEIGHTED AVERAGE FAIR
VALUE OF OPTIONS GRANTED $ 2.91
- --------------------------------------------------------------------------
(Amounts in thousands,
except per share) 1999
- --------------------------------------------------------------------------
Weighted
Average
Exercised
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
====================
WEIGHTED AVERAGE FAIR
VALUE OF OPTIONS GRANTED $ 4.13
- --------------------------------------------------------------------------
(Amounts in thousands,
except per share) 1998
- --------------------------------------------------------------------------
Weighted
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
====================
WEIGHTED AVERAGE FAIR
VALUE OF OPTIONS GRANTED $ 4.57
24
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 2000, 1999, and 1998:
- --------------------------------------------------------------------------
2000 1999 1998
- --------------------------------------------------------------------------
RISK FREE INTEREST RATES 6.0 4.77% 6.09%
EXPECTED DIVIDEND YIELD 6.74 4.84% 4.75%
EXPECTED LIFE (YEARS) 9.0 9.0 9.0
EXPECTED VOLATILITY 21.6% 20.7% 20.1%
12. IMPAIRMENT IN VALUE OF ASSETS
The Company recognized a non-cash pre-tax charge of $520,000 during
the year, or $0.04 per diluted share, and $2,957,000 during fiscal 1999, 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 1999 non-cash charge is $1,000,000
related to accelerated good-will amortization and $2,211,000 of additional
depreciation and amortization charges resulting from the change in
estimated useful lives of fixed assets. In addition, a $266,000 reserve was
applied against certain inventories.
13. 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 2001. At
the present time, this pronouncement should have no effect on the Company.
AICPA has also issued Statement of Position ("SOP") 98-5, "Reporting
of the Costs of Start-Up Activities" and SOP 98-1, "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.
25
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, 2000
and 1999 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, 2000. 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 auditing standards
generally accepted in the United States. 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, 2000 and 1999, 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, 2000 in conformity with accounting principles generally
accepted in the United States.
ARTHUR ANDERSEN LLP
Chicago, Illinois
November 2, 2000
26
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 2.
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.
27
(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/0ps,
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 attached hereto as Exhibit 10(h).
(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 8K during the fiscal
quarter ended September 30, 2000.
28
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 18, 2000
--------------------
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 18, 2000
- ----------------------- (Principal Executive
Brent A. Latta Officer)
/s/ James M. O'Connell Vice President, December 18, 2000
- ----------------------- Finance, Treasurer
James M. O'Connell and Secretary
(Principal Financial
and Accounting Officer)
/s/ Robert J. Cronin Director December 18, 2000
- -----------------------
Robert J. Cronin
/s/ Gary D. Eppen Director December 18, 2000
- -----------------------
Gary D. Eppen
/s/ Thomas M. Fulton Director December 18, 2000
- -----------------------
Thomas M. Fulton
/s/ Richard R. Risk Director December 18, 2000
- -----------------------
Richard R. Risk
/s/ Paul B. Rosenberg Director December 18, 2000
- -----------------------
Paul B. Rosenberg
/s/ Michael D. Winfield Director December 18, 2000
- -----------------------
Michael D. Winfield
29
QUARTERLY FINANCIAL DATA (UNAUDITED)
(Dollars in thousands, except per share)
- ------------------------------------------------------------------------------------------------------------------
First Second Third Fourth Total
Quarter Quarter Quarter Quarter Year
- ------------------------------------------------------------------------------------------------------------------
Net revenues 2000 $11,327 $12,003 $11,598 $12,246 $47,174
1999 $10,906 $11,432 $10,684 $10,778 $43,800
- ------------------------------------------------------------------------------------------------------------------
Operating income 2000 $ 4,161 $ 5,027 $ 5,066 $ 5,062 $19,316
1999 $ 4,767 $ 4,846 $ 1,398 $ 3,745 $14,756
- ------------------------------------------------------------------------------------------------------------------
Net income 2000 $ 2,763 $ 3,293 $ 3,314 $ 3,392 $12,762
1999 $ 3,183 $ 3,168 $ 605 $ 2,533 $ 9,489
==================================================================================================================
Diluted net income per share 2000 $ .32 $ .38 $ .38 $ .39 $ 1.47
1999 $ .37 $ .37 $ .06 $ .29 $ 1.09
==================================================================================================================
Cash dividends per share 2000 $ .35 $ .35 $ .35 $ .35 $ 1.40
1999 $ .35 $ .35 $ .35 $ .35 $ 1.40
- ------------------------------------------------------------------------------------------------------------------
Common stock price per share 2000 high $ 27.38 $ 22.63 $ 19.88 $ 19.25 $ 27.38
low 20.88 17.44 15.56 14.75 14.75
1999 high $ 32.88 $ 32.75 $ 30.25 $ 29.94 $ 32.88
low 25.13 24.13 23.69 24.13 23.69
- ------------------------------------------------------------------------------------------------------------------
Weighted Average Diluted Shares Outstanding
2000 8,704 8,685 8,685 8,679 8,685
1999 8,724 8,728 8,715 8,712 8,713
- ------------------------------------------------------------------------------------------------------------------
30