-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E3zZic7cUomC0RbKFCiK5BsWI2sWjLQ/22h6q7cgNVim4ttyUVjoKwYZyGNzwaAP zlan237hAX2OH9XC3fW+uA== 0000825410-97-000006.txt : 19980102 0000825410-97-000006.hdr.sgml : 19980102 ACCESSION NUMBER: 0000825410-97-000006 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970930 FILED AS OF DATE: 19971231 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: LANDAUER INC CENTRAL INDEX KEY: 0000825410 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TESTING LABORATORIES [8734] IRS NUMBER: 061218089 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 001-09788 FILM NUMBER: 97747541 BUSINESS ADDRESS: STREET 1: TWO SCIENCE RD CITY: GLENWOOD STATE: IL ZIP: 60425 BUSINESS PHONE: 7087557000 MAIL ADDRESS: STREET 1: 2 SCIENCE ROAD CITY: GLENWOOD STATE: IL ZIP: 60425 FORMER COMPANY: FORMER CONFORMED NAME: TECH OPS LANDAUER INC DATE OF NAME CHANGE: 19910521 10-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended Commission File Number 1-9788 September 30, 1997 LANDAUER, INC. (Exact name of registrant as specified in its charter) Delaware 06-1218089 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 2 Science Road, Glenwood, Illinois 60425 (Address of principal executive offices and zip code) Registrant's telephone number, including area code: (708) 755-7000 Securities registered pursuant to Section 12(b) of the Act: Common stock with par value of $.10 American Stock Exchange (Title of each class) (Name of exchange on which registered) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. As of December 11, 1997, 8,504,091 common shares were outstanding, and the aggregate market value of the voting and non-voting common equities (based upon the closing price on the American Stock Exchange) held by non-affiliates was approximately $210,000,000. Certain portions of the registrant's definitive Proxy Statement in connection with the February 4, 1998 Annual meeting of Stockholders (the "Proxy Statement") are incorporated by reference into Part III of this Annual Report on Form 10-K. INDEX Item Page PART I 1. Business General Description 3 Marketing and Sales 3 Patents 4 Raw Materials 4 Competition 4 Research and Development 5 Environmental Regulations 5 Employees and Labor Relations 6 2. Properties 6 3. Legal Proceedings 6 4. Submission of Matters to a Vote of Security Holders 6 4A. Executive Officers of the Registrant 6 PART II 5. Market for Registrant's Common Stock and Related Stockholder Matters 7 6. Selected Financial Data 7 6. Management's Discussion and Analysis of Financial Condition and Results of Operations 7 8. Financial Statements and Supplementary Data Consolidated Balance Sheets 9 Consolidated Statements of Income 11 Consolidated Statements of Stockholders' Investment 12 Consolidated Statements of Cash Flows 13 Notes to Financial Statements 15 Report of Independent Public Accountants 22 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 24 PART III 10. Directors and Executive Officers of the Registrant 24 11. Executive Compensation 24 12. Security Ownership of Certain Beneficial Owners 13. and Management 24 13. Certain Relationships and Related Transactions 24 PART IV 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K 24 Financial Statements 24 Financial Statement Schedules 24 List of Exhibits 25 Reports on Form 8-K 26 Signatures of Registrant and Directors 27 PART I ITEM 1. BUSINESS GENERAL DESCRIPTION Landauer, Inc. is a Delaware corporation organized on December 22, 1987 to carry on the radiation monitoring business previously carried on by Tech/Ops, Inc. (Tech/Ops). On February 6, 1991, the Company changed its name from Tech/Ops Landauer, Inc. to Landauer, Inc. The Company offers a service for measuring, primarily through film and thermoluminescent badges worn by client personnel, the dosages of x- ray, gamma radiation and other penetrating ionizing radiations to which the wearer has been exposed. While most of the Company's revenues are domestic, these services are marketed in the United Kingdom and Canada. Landauer's operations also include a service for detecting radon gas. Landauer also offers personnel dosimetry services for monitoring nitrous oxide anesthetic gases. At present, these services make up a small part of revenues. Landauer's wholly-owned subsidiary, HomeBuyer's Preferred, Inc., offers a radon monitoring service and when warranted, remediation to purchasers of personal residences. The service is targeted to corporate employee relocation programs which have generally regarded radon as a serious environmental hazard. Landauer's activities also include the operations of a 50%-owned subsidiary in Japan involved in radiation monitoring in that country. The Company's shares are listed on the American Stock Exchange. As of September 30, 1997, there were 8,504,091 shares outstanding. As used herein, the "Company" or "Landauer" refers to Landauer, Inc. and its wholly-owned subsidiary. MARKETING AND SALES Landauer's personnel dosimetry services are marketed primarily by full- time Company personnel located in Illinois, Michigan, California, Maryland, New Jersey, Georgia, Texas, and the United Kingdom. U.S. sales personnel also market these services in Canada. Other firms and individuals market the Company's services on a commission basis, primarily to small customers. The Company has more than 45,000 customers representing more than 900,000 individuals who use the Company's services. Typically, a client will contract for a year's service in advance, representing twelve monthly badges, readings, and reports. Sales are made principally on a subscription basis and deferred income as shown on the balance sheet represents advance payment for services to be rendered. At September 30, 1997 and 1996, deferred income was $8,710,000 and $8,375,000, respectively. Radon gas detection kits are marketed primarily to institutional customers and to retail customers through some major retail chains and wholesale distributors to smaller retailers. The HomeBuyer's Preferred Radon Protection Plan service agreement is marketed to companies and to their corporate relocation service providers for the benefit of purchasers of residences incident to transfers of personnel. PATENTS The Company holds exclusive world-wide licenses to patent rights for certain technologies which measure radiation exposure to crystalline materials when stimulated with light. These licenses were acquired by the Company from Battelle Memorial Institute in 1994 as part of a collaborative effort to develop a new generation of radiation dosimetry technology. At this time the Company is using the optically stimulated technology to provide dosimetry services to a small number of its customers. The Company is concurrently developing equipment and systems which will make this technology available to virtually all of its customers over the next three years. The importance of the licenses cannot be determined until the technology is fully developed and implemented as a commercial service. Additionally, the Company holds certain patent rights which relate to various designs of alpha-track radon detection devices. These patents expire from the years 2000 through 2010. The Company believes that its business is primarily dependent upon the Company's technical competence, the quality and reliability of its services, and its prompt and responsive performance. Rights to inventions of employees working for Landauer are assigned to the Company. RAW MATERIALS The Company has many sources for most of its materials and supplies, such as chemicals, and believes that the number of sources and availability of items are adequate. Landauer internally produces certain of its requirements, such as plastic film badge holders. Although the Company purchases most of its photographic film from a single supplier, the Company's development of the optically stimulated luminescence technology is expected to replace film as the predominant method for providing radiation dosimetry services. COMPETITION There are two major competitors as well as a number of small companies that operate in limited markets. During 1996, the Company's two largest competitors merged to form the second largest personnel dosimetry service in the U.S. With the exception of Japan and the United Kingdom, radiation monitoring activities in most major foreign countries are generally conducted by government agencies. The Japanese market is served by the Company through its 50%-owned joint venture, Nagase-Landauer, Ltd. Customers in the United Kingdom are served by the Company's facility in Oxford. In early 1995, the Company began offering radiation monitoring services to customers in Canada following approval of the Company's devices by Canadian authorities. In the United States, major government installations, such as Oak Ridge National Laboratories, have their own in-house radiation monitoring services. Additionally, many large private nuclear power plants also have their own in-house radiation monitoring services. As stated above, the Company competes on the basis of technical competence, the quality and reliability of its services, and its prompt and responsive performance. Radon gas detection services represent a market in which Landauer has many large and small competitors, many of whom use short-term charcoal detectors rather than the Company's alpha-track detectors. Charcoal radon detection technology measures gamma radiation (the radioactive decay products of radon gas) which has been adsorbed in charcoal after a period of from two to five days. Alpha-track technology measures the damage to a specially formulated plastic chip caused by radioactive decay products of radon gas over periods of from two weeks to one year. Competition occurs based on the alternative technologies available and is usually subject to a bid process. The HomeBuyer's Preferred Radon Protection Plan represents a relatively new product sold exclusively to the corporate relocation market. In the past, more traditional methods of detection and remediation of radon gas hazards have been employed. Competition has emerged from existing providers of environmental testing as well as from start-up firms. RESEARCH AND DEVELOPMENT The Company's technological expertise has been an important factor in its growth. The Company regularly pursues product improvements to maintain its technical position. The development of optically- stimulated luminescence dosimetry, announced in 1994, was funded by the Company in its collaborative effort with Battelle Memorial Institute to commercialize a new technology for radiation dosimetry. The Company plans to accelerate the introduction of this technology during 1998. The Company also participates regularly in several technical professional societies, both domestic and international, that are active in the fields of health physics, radiation detection and monitoring. ENVIRONMENTAL REGULATIONS The Company believes that it complies with federal, state and local provisions which have been enacted or adopted regulating the discharge of materials into the environment or otherwise protecting the environment. This compliance has not had, nor is it expected to have, a material effect on the capital expenditures, financial condition, liquidity, results of operation, or competitive position of Landauer. EMPLOYEES AND LABOR RELATIONS As of September 30, 1997, the Company employed approximately 260 full- time employees. Landauer believes its relations with its employees are good. ITEM 2. PROPERTIES Landauer owns three adjacent buildings totalling approximately 60,000 square feet in Glenwood, Illinois, about 30 miles south of Chicago. The properties and equipment of the Company are in good condition and, in the opinion of management, are suitable and adequate for the Company's operations. ITEM 3. LEGAL PROCEEDINGS Landauer is involved in various legal proceedings, but believes that these matters will be resolved without a material effect on its liquidity, results of operation, or financial position. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT The executive officers of the Company are as follows: NAME OF OFFICER AGE POSITION - --------------- --- --------- Thomas M. Fulton 64 President and Chief Executive Officer James M. O'Connell 50 Vice President, Finance, Treasurer, Secretary, and And Chief Financial Officer Brent A. Latta 54 Executive Vice President R. Craig Yoder 45 Vice President-Operations Mr. Fulton had for ten years been the General Manager of the R. S. Landauer Jr. & Company division of Tech/Ops, Inc., the former parent of Landauer, and was elected to his current positions at the inception of the Company on December 22, 1987. Mr. O'Connell, Mr. Latta, and Dr. Yoder were elected to their positions on November 7, 1990, November 15, 1988, and February 2, 1994, respectively. Mr. O'Connell, prior to joining the Company in September 1990, was, for two years, Vice President and Chief Financial Officer of Darome, Inc., a telecommunications service and equipment manufacturing company. Mr. Latta, who joined the Company in June, 1987, had for more than five years previously been Vice President, Marketing of Sherwood Medical Company, a manufacturer and distributor of medical products. Dr. Yoder was elected to his position after serving as the Company's Technology Manager since 1983. Prior to this he was a member of the senior technical staff at Pennsylvania Power and Light, and at Battelle Pacific Northwest Laboratory. There are no family relationships between any director or executive officer and any other director or executive officer of the Company. PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS The Company's Common Stock has been traded on the American Stock Exchange since 1988. A summary of market prices of the Company's Common Stock is set forth in the table on page 20 of this Annual Report on Form 10-K. At December 11, 1997, there were approximately 600 shareholders of record. There were no sales of unregistered securities during fiscal 1997. The Company has paid regular quarterly cash dividends since January, 1990. The Company has also paid special cash dividends in 1990 and 1992. A summary of cash dividends paid for the last two years is set forth in the table on page 20 of this Annual Report on Form 10-K. ITEM 6. SELECTED FINANCIAL DATA A summary of selected financial data for the last six years is set forth in the inside front cover of the Company's Annual Report to Stockholders accompanying this Annual Report on Form 10-K. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Fiscal 1997 Compared to Fiscal 1996 Net revenues for fiscal 1997 were $39,914,000, an increase of $3,398,000, or 9.3%, over fiscal 1996. The growth in revenues resulted from increased unit sales and pricing for personnel dosimetry services and from increased sales of radon protection plan service agreements. Cost of sales as a percentage of net revenues decreased to 30% in fiscal 1997 compared with 30.1% a year ago. Selling, general and administrative expenses for fiscal 1997 increased $806,000, or 8.3%, compared with fiscal 1996. As a percentage of net revenues, such expenses decreased to 26.3% in fiscal 1997 from 26.5% a year ago. Other income for fiscal 1997 decreased to $1,518,000 from $1,579,000 in fiscal 1996, primarily as a result of lower income from the Company's Japanese venture due to a strong U.S. dollar in fiscal 1997. Income tax expense for fiscal 1997 was $6,954,000 compared with $6,518,000 in fiscal 1996. The fiscal 1997 effective tax rate was lower at 36.7% compared with 37.4% for fiscal 1996 as a result of higher foreign tax credits. As a result, net income for fiscal 1997 increased $1,120,000, or 10.3%, to $12,019,000. Income per share increased from $1.29 in fiscal 1996 to $1.42 in fiscal 1997. FISCAL 1996 COMPARED TO FISCAL 1995 Net revenues for fiscal 1996 were $36,516,000, an increase of $2,484,000, or 7.3%, over fiscal 1995. The growth in revenues resulted from increased unit sales and pricing for personnel dosimetry services and from increased sales of radon protection service agreements. Cost of sales as a percentage of net revenues increased to 30.1% in fiscal 1996 compared with 29.1% a year ago. The increase in costs was primarily attributable to higher costs associated with the increase in radon protection service agreement revenues. Selling, general and administrative expenses for fiscal 1996 increased $210,000, or 2.2%, compared with fiscal 1995. As a percentage of net revenues, such expenses decreased to 26.5% in fiscal 1996 from 27.8% a year ago. Other income for fiscal 1996 increased to $1,579,000 from $1,381,000 in fiscal 1995. Higher interest and income from the Company's Japanese venture contributed to most of the increase. Income tax expense for fiscal 1996 was $6,518,000 compared with $5,985,000 in fiscal 1995. The fiscal 1996 effective tax rate was 37.4% compared with 37.3% for fiscal 1995. As a result, net income for fiscal 1996 increased $838,000, or 8.3%, to $10,899,000. Income per share increased from $1.19 in fiscal 1995 to $1.29 in fiscal 1996. ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA CONSOLIDATED BALANCE SHEETS LANDAUER, INC. AND SUBSIDIARY (DOLLARS IN THOUSANDS) AS OF SEPTEMBER 30, NOTES 1997 1996 ---- ---- ASSETS Current assets: Cash and cash equivalents - 1 $1,860 $ 3,359 Short-term investments1 8,381 7,885 Receivables, net of allowances for doubtful accounts of $219,000 in 1997 and $161,000 in 1996 8,568 7,545 Inventories - 1 1,108 879 Prepaid expenses 96 152 Deferred taxes on income - 3 1,318 1,499 ------- ------ Total current assets 21,331 21,319 Property, plant and equipment, at cost: - 1 Land and improvements 571 567 Buildings and improvements 3,191 3,187 Equipment 15,650 14,311 19,412 18,065 Less: accumulated depreciation and amortization 11,681 10,340 Net property, plant and equipment 7,731 7,725 Investment in U.S. Treasury Securities1 4,969 2,936 Cost of purchased businesses in excess of net assets acquired - 1 2,612 2,779 Equity in joint venture - 2 4,133 4,069 Other assets 2,959 2,775 TOTAL ASSETS $ 43,735 $ 41,603 ======== ======== LIABILITIES AND STOCKHOLDERS' INVESTMENT Current liabilities: Accounts payable $ 573 $ 422 Dividends payable 2,551 2,331 Deferred contract revenue - 1 8,710 8,375 Accrued compensation and related costs 1,534 1,235 Accrued pension costs - 5 627 1,265 Accrued taxes on income - 1 & 3 832 1,335 Other accrued expenses 2,288 1,781 Total current liabilities 17,115 16,744 Commitments and contingencies - 6 CONSOLIDATED BALANCE SHEETS LANDAUER, INC. AND SUBSIDIARY (Continued) (DOLLARS IN THOUSANDS) AS OF SEPTEMBER 30, NOTES 1997 1996 ---- ---- STOCKHOLDERS' INVESTMENT - 4&6 Preferred Stock -- -- Common Stock 850 848 Premium paid in on common stock 7,860 7,642 Cumulative translation adjustments (59) 238 Retained earnings 17,969 16,131 Total stockholders' investment 26,620 24,859 TOTAL LIABILITIES AND STOCKHOLDERS' INVESTMENT $ 43,735 $41,603 ======== ======= [FN] The accompanying notes are an integral part of these financial statements. CONSOLIDATED STATEMENTS OF INCOME LANDAUER, INC. AND SUBSIDIARY (DOLLARS IN THOUSANDS, EXCEPT PER SHARE) For the years ended September 30, Notes 1997 1996 1995 ---- ---- ---- Net revenues $ 39,914 $ 36,516 $ 34,032 Costs and expenses Cost of sales 11,977 11,002 9,901 Selling, general, and Administrative - 1 10,482 9,676 9,466 22,459 20,678 19,367 Operating income 17,455 15,838 14,665 Equity in income of joint venture - 2 722 781 830 Other income 796 798 551 Income before taxes 18,973 17,417 16,046 Income taxes - 1&3 (6,954) (6,518) (5,985) Net Income $ 12,019 $ 10,899 $ 10,061 Net income per common and common equivalent share $ 1.42 $ 1.29 $ 1.19 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' INVESTMENT (DOLLARS IN THOUSANDS)
Premium Paid in on Cumulative Total Common Common Translation Retained Stockholders' Stock Stock Adjustments Earnings Investment ---------- ---------- ----------- -------- ------------- Balance September 30, 1994 $ 848 $ 7,831 $ 879 $ 12,973 $ 22,531 Options exercised, net of repurchases -- (313) -- -- (313) Net income -- -- -- 10,061 10,061 Foreign currency translation adjustment -- -- (60) -- (60) Dividends -- -- -- (8,477) (8,477) Compensatory effect of stock options -- 43 -- -- 43 Balance September 30, 1995 $ 848 $ 7,561 $ 819 $ 14,557 $ 23,785 Net income -- -- -- 10,899 10,899 Foreign currency translation adjustment -- -- (581) -- (581) Dividends -- -- -- (9,325) (9,325) Compensatory effect of stock options -- 81 -- -- 81 Balance September 30, 1996 $ 848 $ 7,642 $ 238 $ 16,131 $ 24,859 Options exercised, net of repurchases 2 73 -- -- 75 Net income -- -- -- 12,019 12,019 Foreign currency translation adjustment -- -- (297) -- (297) Dividends -- -- -- (10,181) (10,181) Compensatory effect of stock options -- 145 -- -- 145 Balance September 30, 1997 $ 850 $ 7,860 ($ 59) $ 17,969 $ 26,620 The accompanying notes are an integral part of these financial statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS LANDAUER, INC. AND SUBSIDIARY (DOLLARS IN THOUSANDS) For the years ended September 30, 1997 1996 1995 ---- ---- ---- Cash flow from operating activities: Net income $ 12,019 $ 10,899 $ 10,061 Non-cash expenses, revenues, and gains reported in income Depreciation and amortization 2,541 2,469 2,369 Equity in income of joint venture (722) (781) (830) Compensatory effect of stock options 145 81 43 Deferred income taxes 181 (753) 78 2,145 1,016 1,660 Net increase in other current assets (1,191) (369) (1,077) Net increase in current liabilities 151 1,568 1,601 Net increase in net long-term assets (141) (259) (13) (1,181) 940 511 Net cash generated from operating activities 12,983 12,855 12,232 Cash flow from investing activities: Disposition of investments 12,273 10,873 5,521 Acquisition of investments (14,802) (11,260) (6,858) Acquisition of property, plant and equipment (2,423) (2,297) (2,976) Net cash used by investing activities (4,952) (2,684) (4,313) Cash flow from financing activities: Exercise of stock options - net 75 -- (313) Dividend received from foreign affiliate 356 386 354 Dividends paid (9,961) (9,113) (8,223) Net cash used by financing activities (9,530) (8,727) (8,182) Net increase (decrease) in cash (1,499) 1,444 (263) Opening balance - cash and cash equivalents 3,359 1,915 2,178 CONSOLIDATED STATEMENTS OF CASH FLOWS LANDAUER, INC. AND SUBSIDIARY (Continued) (DOLLARS IN THOUSANDS) For the years ended September 30, 1997 1996 1995 ---- ---- ---- Ending balance - cash and cash equivalents $ 1,860 $ 3,359 $ 1,915 Supplemental Disclosure of Cash Flow Information: Cash paid for income taxes $ 7,289 $ 7,523 $ 5,897 Supplemental Disclosure of Non-cash Financing Activity: Dividend declared $ 2,551 $ 2,331 $ 2,119 Foreign currency translation adjustment (297) (581) (60) The accompanying notes are an integral part of these financial statements. NOTES TO FINANCIAL STATEMENTS, LANDAUER, INC. AND SUBSIDIARY POLICIES BASIS OF PRESENTATION The accompanying financial statements include the accounts of Landauer, Inc. and HomeBuyer's Preferred, Inc., its wholly-owned subsidiary ("Landauer" or the "Company"). Nagase-Landauer, Ltd. (50%-owned), is a Japanese corporation which is accounted for on the equity basis. All material intercompany transactions have been eliminated. The cost of purchased businesses included in the accompanying financial statements exceeded the fair value of net assets at the date of acquisition in the amount of $3,865,000 and has been charged to "Cost of purchased business in excess of net assets acquired." The excess is being amortized on a straight-line basis over fifteen years, except for an acquisition initiated prior to 1971 ($942,000), where in the opinion of management there has been no diminution in value. As of September 30, 1997 and 1996, accumulated amortization was $1,253,000 and $1,086,000, respectively. Certain prior year balances in the accompanying financial statements have been reclassified to conform with presentation for the current year. These reclassifications have no effect on the results of operations or financial position. CASH EQUIVALENTS Cash equivalents include investments with an original maturity of three months or less. INVESTMENT IN U.S. TREASURY SECURITIES Investments in U.S. Treasury Securities having an original maturity of longer than three months but less than one year are classified as current assets. Those having an original maturity of longer than one year are classified as non-current assets. The Company's policy is to hold investments until maturity and accordingly are carried at cost, adjusted for accretion of discount and amortization of premium in accordance with the provisions of Statement of Financial Accounting Standards ("SFAS") No. 115, "Accounting for Certain Investments in Debt and Equity Securities." INVENTORIES Inventories are priced at the lower of cost or market, and costs are relieved from inventory on a first-in, first-out basis. REVENUES AND DEFERRED CONTRACT Revenue The Company recognizes revenues and the related costs for its services in the periods for which such services are provided. Many customers pay for these services in advance. The amounts recorded as deferred contract revenue in the balance sheet represent customer deposits invoiced in advance during the preceding twelve months for services to be rendered over the succeeding twelve months and are net of services rendered through the respective balance sheet date. Management believes that the amount of deferred contract revenue shown at the respective balance sheet date fairly represents the level of business activity it expects to conduct with customers invoiced under this arrangement. Research and Development The cost of research and development programs is charged to selling, general and administrative expense as incurred and amounted to approximately $1,516,000 in 1997, $1,534,000 in 1996, and $1,460,000 in 1995. Depreciation and Maintenance Plant and equipment are depreciated on a straight-line basis over their estimated useful lives, which are primarily thirty years for buildings and five to eight years for equipment. Maintenance and repairs are charged to expense, and renewals and betterments are capitalized. Income Taxes Landauer files income tax returns in the jurisdictions in which it operates. For financial statement purposes, provisions for federal and state income taxes have been computed in accordance with the provisions of SFAS No. 109 entitled "Accounting for Income Taxes." Income per Common and Common Equivalent Share The weighted average number of outstanding common and common equivalent shares for Landauer was 8,483,252 during 1997 and 8,477,285 during 1996 and 1995. Use of Estimates Management has made certain estimates and assumptions that affect the reported amount of assets and liabilities during the preparation of the financial statements. Actual results could differ from these estimates. However, management does not believe they would have a material effect on operating results. 2. Equity in Joint Venture The 50% interest in the common stock of Nagase-Landauer, Ltd., a Japanese corporation located in Tokyo and engaged in providing radiation monitoring services in Japan, is accounted for on the equity basis. The related equity in earnings of this joint venture and fees earned therefrom are included in other income in the accompanying Statements of Income. Condensed unaudited results of operations for Nagase-Landauer, Ltd. for the three years ended September 30, 1997 are as follows, converted into U.S. dollars at the then-current rate of exchange: (dollars in thousands) 1997 1996 1995 ---- ---- ---- Revenues $ 11,616 $ 12,116 $ 12,390 Income before income taxes 3,093 3,234 3,523 Net income 1,416 1,563 1,661 Average Exchange Rate (yen/dollar) 120.0 108.3 94.7 Condensed unaudited balance sheets for the years ended September 30, 1997 and 1996 are as follows: (dollars in thousands) 1997 1996 ---- ---- Current assets $ 12,323 $ 11,721 Other assets 1,035 1,244 Total assets 13,358 12,965 Liabilities 5,188 4,826 Stockholders' investment 8,170 8,139 Total liabilities and stockholders' investment $ 13,358 $ 12,965 3. Income Taxes The components of the provision for income taxes for the years ended September 30, 1997, 1996 and 1995 are as follows: (dollars in thousands) 1997 Current Deferred Total Federal $ 5,445 $ 146 $ 5,591 State 1,328 35 1,363 ------- -------- ------- Total $ 6,773 $ 181 $ 6,954 ======= ======== ======= 1996 Current Deferred Total Federal $ 5,843 $ (605) $ 5,238 State 1,428 (148) 1,280 ------- ------- ------- Total $ 7,271 $ (753) $ 6,518 ======= ======= ======= 1995 Current Deferred Total Federal $ 4,759 $ 64 $ 4,823 State 1,148 14 1,162 ------- -------- ------- Total $ 5,907 $ 78 $ 5,985 ======= ======== ======= The provision for taxes on income in each period differs from that which would be computed by applying the statutory U.S. federal income tax rate to the income before taxes. The following is a summary of the major items affecting the provision: Statutory federal income tax rate 34% 34% 34% Computed tax provision at statutory rate $ 6,451 $ 5,922 $ 5,456 Increases (decreases) resulting from: State income tax provision, net of federal benefit 888 833 764 Exercise of Stock Options (188) -- (107) Other (197) (237) (128) Income tax provision in the Statement of Income $ 6,954 $ 6,518 $ 5,985 The Company has adopted SFAS No. 109, "Accounting For Income Taxes". Accordingly, the Company recognizes certain income and expense items in different years for financial and tax reporting purposes. Temporary differences are primarily attributable to (a) utilization of accelerated depreciation methods for tax purposes, (b) amortization of badge holder and software development costs, (c) limitations on deductibility of pension costs, (d) accrued benefit claims, vacation pay, and other compensation-related costs, and (e) reserves for obsolete inventory. Significant components of deferred taxes are as follows: (dollars in thousands) 1997 1996 ---- ---- Deferred Tax Assets: Badge Holder Amortization $ 848 $ 809 Pension Accrual 590 555 Compensation Expense 437 452 Inventory Reserve 64 64 Other 350 362 $ 2,289 $ 2,242 Deferred Tax Liabilities: Depreciation $ 354 $ 279 Software Development 617 464 $ 971 $ 743 Management does not believe that a valuation allowance is required for the net deferred tax asset. 4. Capital Stock Landauer has two classes of capital stock, preferred and common, with a par value of $.10 per share for each class. As of September 30, 1997 and 1996 there were 8,504,091 and 8,477,285 shares of common stock issued and outstanding (20,000,000 shares are authorized), respectively. There are no shares of preferred stock issued (1,000,000 are authorized). Landauer has reserved 850,000 shares of common stock for grants under its stock bonus and option plans. Recipients of grants or options must execute a standard form of noncompetition agreement. As of September 30, 1997, there have been no bonus shares issued. Options granted under these plans may be either incentive stock options or non-qualified options. Options granted through fiscal 1997 become exercisable over a four-year period at a price not less than fair market value on the date of grant. The options expire ten years from the date of grant. During fiscal 1997, options for 35,000 shares were exercised. As of September 30, 1997, non-qualified options for 530,000 shares had been granted at prices from $6.39 - $22.31 per share. At year-end, 380,220 shares were exercisable. This plan also provides for the grant of stock appreciation rights, either separately or in relation to options granted. As of September 30, 1997, no stock appreciation rights had been granted. On February 22, 1989, the Company entered into an agreement with its President under which options to purchase up to 100,000 shares of the Company's common stock were granted, at a price of $10.50 per share, exercisable over a ten-year period subject to the attainment of certain financial goals. For the years ended September 30, 1997, 1996, and 1995, options for the purchase of 10,000, 9,870, and 5,520 shares, respectively, became exercisable under this agreement. The Company has paid regular quarterly cash dividends since January, 1990. Summaries of cash dividends paid are set forth in the tables on the inside front cover and on page 20 of this report. It is the Company's intention to continue the regular quarterly cash dividend policy under currently foreseeable circumstances. 5. Employee Benefit Plans Landauer maintains a noncontributory defined benefit pension and retirement plan covering substantially all full-time employees. The Company also maintains a Supplemental Key Executive Retirement Plan which provides for certain retirement benefits payable to key officers and managers. While charges for the supplemental plan are expensed annually, the plan is not separately funded. The Company maintains a directors' retirement plan which provides for certain retirement benefits payable to non-employee directors. While charges for the directors' plan are expensed annually, the plan is not separately funded. The directors' plan was terminated in 1997. The following table sets forth the status of these plans at September 30, 1997 and 1996 in accordance with SFAS No.87: (dollars in thousands) 1997 1996 ---- ---- Actuarial present value of benefit obligations Vested benefits $ 4,151 $ 3,798 Unvested benefits 60 19 Accumulated benefit of obligation 4,211 3,817 Effect of projected future compensation levels 2,377 2,462 Projected benefit obligation 6,588 6,279 Plan assets at fair value 5,232 4,378 Plan assets less than projected benefit obligation (1,356) (1,901) Unrecognized net loss 91 514 Unrecognized transition amount 112 203 Accrued pension cost $(1,153) $ (1,184) The Landauer net pension expense for 1997 and 1996 included the following components as defined by SFAS No. 87: (dollars in thousands) 1997 1996 ---- ---- Service costs/benefits earned during the year $ 396 $ 378 Interest cost on projected benefit obligation 440 419 Actual return on plan assets (352) (290) Net amortization and deferred items 70 40 Net pension expense $ 554 $ 547 Plan assets for the defined benefit pension plan include marketable equity securities, corporate and government debt securities, and cash and short-term investments. The average discount rate and rate of increase in future compensation levels used in determining the actuarial present value of the projected benefit obligation were 7.5% and 5.5%, respectively, and the expected long-term rate of return on assets was 8.0%. The Supplemental Key Executive Retirement Plan and the director's retirement plan are not separately funded. The maximum liabilities for these unfunded plans included in the table above amounted to $864,000 and $693,000 at September 30, 1997 and 1996, respectively. Landauer maintains a 401(k) savings plan covering substantially all full-time employees. Qualified contributions made by employees to the plan are partially matched by the Company. $80,000 and $74,000 was provided to expense for the years ended September 30, 1997 and 1996, respectively, under this plan. Landauer has adopted SFAS No. 106, "Accounting for Postretirement Benefits Other than Pensions" to account for the Company's unfunded retiree medical expense reimbursement plan. Under the terms of the plan which covers retirees with ten or more years of service, the Company will reimburse retirees for (i) a portion of the cost of coverage under the then-current medical and dental insurance plans if the retiree is under age 65, or (ii) all or a portion of the cost of Medicare and supplemental coverages if the retiree is over age 64. The amount of the Company's unrecognized transition obligation resulting from the adoption of SFAS No. 106 is $340,000 as of September 30, 1997. This liability is included in "Other accrued expenses". 6. Commitments and Contingencies The Company is involved in various legal proceedings, but believes that the outcome of these proceedings will not have a materially adverse effect on its financial condition. Landauer has entered into an Employment and Compensation Agreement with its President providing for his employment in that capacity through December 31, 1998. Under the Agreement, a non-qualified stock option for 100,000 shares (included in the options described in Note 5 above) was granted to the President which becomes exercisable for up to 10,000 shares per year on each December - from 1989 through 1998 under a formula reflecting average return on stockholders' investment and earnings per share over successive three-year periods. The Agreement also provides that, in the event of termination of employment, under certain circumstances, within two years after a change in control (as defined) of Landauer that is not approved by the Board of Directors, the President would receive specified benefits as defined in the Agreement. In connection with the 1988 transfer of the personnel dosimetry business to Landauer, the Company has entered into a Liability Assumption and Sharing Agreement with Tech/Ops, Inc. ("Tech/Ops") providing for, among other things, (i) assumption by Landauer of all determinable and contingent liabilities and obligations of Tech/Ops relating to the personnel dosimetry and radon detection business, (ii) assumption by the other former subsidiary of all determinable and contingent liabilities and obligations of Tech/Ops relating to its electronic controller business, (iii) joint and several assumption by Landauer and the other former subsidiary of all contingent liabilities of Tech/Ops and (iv) the allocation of other liabilities jointly and severally assumed to the business in which they relate or, if they relate to neither business, in ratios reflective of relative profit contributions of the respective businesses for the five years ended September 30, 1987. As a result of this Agreement, $22,000 was provided to expense in fiscal 1996 and 1995. 7. Stock-Based Compensation Plans The Company maintains two stock option plans for key employees, the Landauer, Inc. Key Employee Stock Bonus and Option Plan ("The 1988 Plan") and the Landauer, Inc. 1996 Equity Plan ("The 1996 Plan"). It also maintains a stock option plan for its non employee directors ("The Directors' Plan"). The Company accounts for these plans under APB Opinion No. 25, under which no compensation cost has been recognized except for a performance-based grant for 100,000 shares (see Note 4 above). Had compensation cost for these plans been determined consistent with FASB Statement No. 123, "Accounting for Stock-Based Compensation", the Company's net income and earnings per share would have been as follows: (dollars in thousands) 1997 1996 ---- ---- Net Income As Reported $ 12,019 $ 10,899 Pro Forma 12,090 10,942 Primary and Fully As Reported $ 1.42 $ 1.29 Diluted EPS: Pro Forma 1.39 1.26 Because the Statement 123 method of accounting has not been applied to options granted prior to October 1, 1996, the resulting pro forma compensation cost may not be representative of that to be expected in future years. The Company may grant options for up to 800,000 shares under the 1988 Plan (now terminated with respect to additional grants) and the 1996 Plan. The Company may grant options for up to 50,000 shares under the Directors' Plan. The Company has granted options on 610,000 and 35,000 shares, respectively, under these plans through September 30, 1997. Under each plan the option exercise price equals the stock's fair market value on the date of grant. Options granted under the Employees' Plans vest ratably over four years and options granted under the Directors' Plan vest ratably over ten years. A summary of the status of these plans at September 30, 1997 and 1996 and changes for the years then ended is presented in the table and narrative below: (dollars in thousands, except per share) 1997 Weighted Average Exercise Shares Price Outstanding at Beginning of Year 535 $ 11.33 Granted 35 22.31 Exercised (35) 7.84 Forfeited (5) 16.50 Outstanding at End of Year 530 $ 12.24 Exercisable at End of Year 380 $ 10.61 (dollars in thousands, except per share) 1996 Weighted Average Exercise Shares Price Outstanding at Beginning of Year 525 $ 11.33 Granted 10 21.06 Outstanding at End of Year 535 $ 11.33 Exercisable at End of Year 370 $ 9.72 The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions used for grants in fiscal 1997 and 1996: 1997 1996 ---- ---- Risk-Free Interest Rates 6.79% 5.72% Expected Dividend Yield 4.75% 4.75% Expected Life (years) 9.0 9.0 Expected Volatility 22.3% 22.3% REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Stockholders and Directors of Landauer, Inc. We have audited the consolidated balance sheets of Landauer, Inc. and Subsidiary, a Delaware corporation (see Note 1), as of September 30, 1997 and 1996 and the related consolidated statements of income, stockholders' investment, and cash flows for each of the three years in the period ended September 30, 1997. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Landauer, Inc. and Subsidiary as of September 30, 1997 and 1996, and the consolidated results of its operations, and the changes in stockholders' investment and cash flows for each of the three years in the period ended September 30, 1997 in conformity with generally accepted accounting principles. ARTHUR ANDERSEN LLP Chicago, Illinois, October 31, 1997 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The information contained under the headings Election of Directors and Beneficial Ownership of Certain Voting Securities in the Proxy Statement relating to the directors of the Company is incorporated herein by reference. The information contained in Item 4A hereof relating to the executive officers of the registrant is incorporated herein by reference. ITEM 11. EXECUTIVE COMPENSATION Except for the information relating to Item 13 hereof and except for information referred to in Item 402(a)(8) of Regulation S-K, the information contained under the headings Executive Compensation and Compensation Committee Report in the Proxy Statement is incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The information contained under the heading Beneficial Ownership of Certain Voting Securities in the Proxy Statement is incorporated herein by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Except for the information relating to Item 11 hereof and except for information referred to in Item 402(a)(8) of Regulation S-K, the information contained under the headings Election of Directors, and Certain Relationship and Related Transactions in the Proxy Statement is incorporated herein by reference. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K A-1. Financial Statements The financial statements of Landauer, Inc. filed as part of this Annual Report on Form 10-K are indexed at page 5. A-2. Financial Statement Schedules The Financial statement schedules filed as part of this Annual Report on Form 10-K have been included elsewhere in the financial statements or the notes thereto. A-3. List of Exhibits (3) (a) Certificate of Incorporation of the Registrant, as amended through February 4, 1993, is incorporated by reference to Exhibit (3) (a) to the Annual Report on Form 10-K for the fiscal year ended (b) September 30, 1993. (3) (b) By-laws of the Registrant are incorporated by reference to Exhibit (3) (b) to the Annual Report on Form 10-K for the fiscal year ended September 30, 1992. (4) (a) Specimen common stock certificate of the Registrant is attached hereto as Exhibit (4) (a). (10) (a) Landauer, Inc. Key Employee Stock Bonus and Option Plan, as amended through June 17, 1992, is incorporated by reference to Exhibit (10) (a) to the Annual Report on Form 10-K for the fiscal year ended September 30, 1992. (10) (b) The Landauer, Inc. 1996 Equity Plan is incorporated by reference to Exhibit (10) (b) to the Annual Report on Form 10-K for the fiscal year ended September 30, 1996. (10) (c) Liability Assumption and Sharing Agreement among Tech/Ops, Inc., Tech/Ops Sevcon, Inc., and the Registrant is incorporated by reference to Exhibit (10) (d) to the Annual Report on Form 10-K for the fiscal year ended September 30, 1993. (10) (d) Form of Indemnification Agreement between the Registrant and each of its directors is incorporated by reference to Exhibit (10) (e) to the Annual Report on Form 10-K for the fiscal year ended September 30, 1993. (10) (e) Employment and Compensation Agreement dated February 22, 1989 between the Registrant and Thomas M. Fulton, as amended through June 17, 1992, is incorporated by reference to Exhibit (10) (f) to the Annual Report on Form 10-K for the fiscal year ended September 30, 1992. (10) (f) Landauer, Inc. Directors' Retirement Plan dated March 21, 1990, is incorporated by reference to Exhibit (10) (f) to the Annual Report in Form 10-K for the fiscal year ended September 30, 1996. (10) (g) Form of Supplemental Key Executive Retirement Plan is incorporated by reference to Exhibit (10) (h) to the Annual Report on Form 10-K for the fiscal year ended September 30, 1993. (10) (h) The Landauer, Inc. Incentive Compensation Plan for Executive Officers is incorporated by reference to Exhibit 10 (h) to the Annual Report in Form 10-K for the fiscal year ended September 30, 1996. (10) (i) The Landauer, Inc. 1997 Non-Employee Director's Stock Option Plan is attached hereto as Exhibit (10) (i). (10) (j) Employment agreements between the Registrant and Brent A. Latta, James M. O'Connell, and R. Craig Yoder dated February 29, 1996 are attached hereto as Exhibit (10) (j). (21) Subsidiaries of the registrant are incorporated by reference to (22) Exhibit (22) to the Annual Report on Form 10-K for the fiscal (23) year ended September 30, 1993. Exhibits 10(a), 10(b), 10(e), 10(f), 10(g), 10(h), 10(i) and 10(j) listed above are the management contracts and compensatory plans or arrangements required to be filed as exhibits hereto pursuant to the requirements of Item 601 of Regulation S-K. B. Reports on Form 8-K The Company did not file a Report on Form 8-K during the fiscal quarter ended September 30, 1997. SIGNATURES OF REGISTRANT AND DIRECTORS Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. LANDAUER, INC. December 18, 1997 By: /s/ Thomas M. Fulton Thomas M. Fulton President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated: Signature, Title, Date /s/ Thomas M. Fulton President and Director December 18, 1997 Thomas M. Fulton (Principal Executive Officer) /s/ James M. O'Connell Vice President, Finance December 18, 1997 James M. O'Connell Treasurer and Secretary (Principal Financial and Accounting Officer) /s/ Robert J. Cronin Director December 18, 1997 Robert J. Cronin /s/ Gary D. Eppen Director December 18, 1997 Gary D. Eppen /s/ Richard R. Risk Director December 18, 1997 Richard R. Risk /s/ Paul B. Rosenberg Director December 18, 1997 Paul B. Rosenberg /s/ Herbert Roth, Jr. Director December 18, 1997 Herbert Roth, Jr. /s/ Marvin G. Schorr Director December 18, 1997 Marvin G. Schorr /s/ Michael D. Winfield Director December 18, 1997 Michael D. Winfield QUARTERLY FINANCIAL DATA (unaudited) (dollars in thousands, except per share)
First Second Third Fourth Total Quarter Quarter Quarter Quarter Year ------- ------- ------- ------- ----- Net revenues 1997 $ 9,147 $ 10,441 $ 9,984 $ 10,342 $ 39,914 1996 $ 8,686 $ 9,492 $ 9,010 $ 9,328 $ 36,516 Operating income 1997 $ 3,918 $ 4,638 $ 4,063 $ 4,836 $ 17,455 1996 $ 3,621 $ 4,202 $ 3,821 $ 4,194 $ 15,838 Net income 1997 $ 2,765 $ 3,183 $ 2,860 $ 3,211 $ 12,019 1996 $ 2,506 $ 2,902 $ 2,609 $ 2,882 $ 10,899 Net income per share (a) 1997 $ .33 $ .37 $ .34 $ .38 $ 1.42 1996 $ .30 $ .34 $ .31 $ .34 $ 1.29 Cash dividends per share - regular 1997 $ .30 $ .30 $ .30 $ .30 $ 1.20 1996 $.271/2 $ .271/2 $ .271/2 $ .271/2 $ 1.10 Common stock price per share 1997 high $ 24.88 $ 24.50 $ 23.88 $ 26.38 $ 26.38 low 19.25 20.38 20.13 22.13 19.25 1996 high $ 22.13 $ 21.50 $ 22.00 $ 21.00 $ 22.13 low 18.75 19.75 20.00 19.13 18.75 (a) Based upon a weighted average of 8,477,285 common shares outstanding for 1996 and the first two quarters of 1997; 8,482,285 for the third quarter of 1997; and 8,496,154 for the fourth quarter of 1997.
DIRECTORS AND OFFICERS Marvin G. Schorr 1,4 Chairman of the Board Thomas M. Fulton 1 President, Chief Executive Officer and Director Gary D. Eppen 3,4 Director Ralph and Dorothy Keller Distinguished Service Professor of Operations Management Graduate School of Business University of Chicago Chicago, Illinois Robert J. Cronin 3,4 Director President and Chief Executive Officer Wallace Computer Services, Inc. Lisle, Illinois Information management products, services and solutions. Richard R. Risk 2,3 Director President and Chief Executive Officer Advocate Health Care Oak Brook, Illinois Health care delivery organization. Paul B. Rosenberg 1,2,3 Director President and Chief Executive Officer Tech/Ops Corporation Boston, Massachusetts Consulting firm Herbert Roth, Jr. 2,3,4 Director Sherborn, Massachusetts Director of various corporations Michael D. Winfield 2,3 Director President and Chief Executive Officer UOP DesPlaines, Illinois Oil refining and petrochemical technology licensing company Brent A. Latta Executive Vice President James M. O'Connell Vice President, Treasurer, Secretary and Chief Financial Officer R. Craig Yoder Vice President-Operations CORPORATE INFORMATION CORPORATE HEADQUARTERS Landauer, Inc. 2 Science Road Glenwood, IL 60425-1586 (708) 755-7000 SUBSIDIARIES HomeBuyer's Preferred, Inc. 2 Science Road Glenwood, IL 60425-1586 Nagase-Landauer, Ltd. (50%) Tokyo, Japan BRANCH OFFICES 197 Route 18 South Turnpike Plaza, Suite 105 East Brunswick, NJ 08816 2250 E. Imperial Highway Suite 322 El Segundo, CA 90245 12 Greenway Plaza Suite 718 Houston, TX 77046 #12 North Oxford Business Centre Lakesmere Close Kidlington, Oxford OX5 1LG United Kingdom ANNUAL MEETING The Landauer, Inc. Annual Meeting of Stockholders will be held at 4:00 p.m. on Wednesday, February 4, 1998, at the DuPage Club, 1901 South Meyers Road, Oakbrook Terrace, Illinois. 1. Executive Committee 2. Audit Committee 3. Compensation Committee 4. Governance Committee STOCKHOLDER INFORMATION STOCK EXCHANGE LISTING Common Stock American Stock Exchange Ticker Symbol: LDR Transfer Agent And Registrar Common Stock American Stock Transfer New York, New York INQUIRIES Questions concerning stockholder records should be addressed to: Shareholder Services Division American Stock Transfer 40 Wall Street New York, NY 10005 (718) 921-8238 Corporate Counsel Sidley & Austin Chicago, Illinois Independent Auditors Arthur Andersen LLP Chicago, Illinois MAILING LIST Landauer, Inc. maintains a mailing list to assure that financial reports and corporate announcements are received as timely as possible by stockholders whose shares are held in "street name" and others interested in the Company. To have your name added to our mailing list, please send a brief note to: Shareholder Services Landauer, Inc. 2 Science Road Glenwood, IL 60425-1586 The following are registered marks of Landauer, Inc.: TRIPLE I RADTRAK HOMEBUYER'S PREFERRED RADPRO EX-27 2
5 0000825410 LANDAUER, INC. 1,000 YEAR SEP-30-1997 OCT-01-1996 SEP-30-1997 1,860 8,381 8,787 219 1,108 21,331 19,412 11,681 43,735 17,115 0 850 0 0 25,770 43,735 39,914 39,914 11,977 11,977 0 0 0 18,973 6,954 12,019 0 0 0 12,019 1.42 1.42
-----END PRIVACY-ENHANCED MESSAGE-----