e10vq
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended October 31, 2009
OR
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o |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number: 001-34195
Layne Christensen Company
(Exact name of registrant as specified in its charter)
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Delaware
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48-0920712 |
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(State or other jurisdiction of
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(I.R.S. Employer Identification No.) |
incorporation or organization) |
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1900 Shawnee Mission Parkway, Mission Woods, Kansas
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66205 |
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(Address of principal executive offices)
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(Zip Code) |
(Registrants telephone number, including area code) (913) 362-0510
Not Applicable
(Former name, former address and former fiscal year, if changed since last report.)
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
þ Noo
Indicated by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12
months (or for such shorter period that the registrant was required to submit and post such files).
Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See definition of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.
(Check one):
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Large accelerated filer þ
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company o |
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(Do not check if a smaller reporting company) |
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Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No þ
There were 19,433,309 shares of common stock, $.01 par value per share, outstanding on
December 4, 2009.
TABLE OF CONTENTS
PART I
Item 1. Financial Statements
LAYNE CHRISTENSEN COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands)
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October 31, |
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January 31, |
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2009 |
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2009 |
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(unaudited) |
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(unaudited) |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
77,450 |
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$ |
67,165 |
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Customer receivables, less allowance of
$6,759 and $7,878, respectively |
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118,871 |
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116,234 |
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Costs and estimated earnings in excess of billings on
uncompleted contracts |
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68,383 |
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63,638 |
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Inventories |
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28,461 |
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31,329 |
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Deferred income taxes |
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16,470 |
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16,561 |
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Income taxes receivable |
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3,649 |
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6,806 |
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Restricted deposits-current |
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1,415 |
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774 |
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Other |
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5,942 |
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10,063 |
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Total current assets |
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320,641 |
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312,570 |
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Property and equipment: |
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Land |
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11,478 |
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8,586 |
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Buildings |
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35,207 |
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27,209 |
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Machinery and equipment |
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364,586 |
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336,166 |
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Gas transportation facilities and equipment |
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40,709 |
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39,825 |
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Oil and gas properties |
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95,049 |
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92,497 |
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Mineral interests in oil and gas properties |
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21,892 |
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21,248 |
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568,921 |
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525,531 |
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Less Accumulated depreciation and depletion |
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(339,404 |
) |
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(278,786 |
) |
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Net property and equipment |
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229,517 |
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246,745 |
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Other assets: |
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Investment in affiliates |
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42,458 |
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40,973 |
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Goodwill |
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92,547 |
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90,029 |
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Other intangible assets, net |
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19,871 |
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21,002 |
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Restricted deposits-long term |
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3,000 |
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1,155 |
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Other |
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8,922 |
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6,883 |
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Total other assets |
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166,798 |
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160,042 |
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$ |
716,956 |
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$ |
719,357 |
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See Notes to Consolidated Financial Statements.
- Continued -
2
LAYNE CHRISTENSEN COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS - (Continued)
(in thousands, except per share data)
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October 31 |
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January 31, |
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2009 |
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2009 |
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(unaudited) |
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(unaudited) |
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LIABILITIES AND STOCKHOLDERS EQUITY |
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Current liabilities: |
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Accounts payable |
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$ |
63,385 |
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$ |
62,575 |
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Current maturities of long term debt |
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20,000 |
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20,000 |
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Accrued compensation |
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28,862 |
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36,252 |
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Accrued insurance expense |
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10,167 |
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9,173 |
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Other accrued expenses |
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23,269 |
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17,626 |
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Acquisition escrow obligation-current |
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1,415 |
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824 |
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Income taxes payable |
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1,706 |
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3,254 |
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Billings in excess of costs and estimated
earnings on uncompleted contracts |
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50,862 |
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34,256 |
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Total current liabilities |
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199,666 |
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183,960 |
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Noncurrent and deferred liabilities: |
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Long-term debt |
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6,667 |
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26,667 |
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Accrued insurance expense |
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11,539 |
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9,947 |
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Deferred income taxes |
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19,001 |
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29,063 |
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Acquisition escrow obligation-long term |
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3,000 |
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1,155 |
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Other |
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13,364 |
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12,468 |
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Total noncurrent and deferred liabilities |
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53,571 |
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79,300 |
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Common stock, par value $.01 per share, 30,000
shares authorized, 19,433 and 19,383
shares issued and outstanding, respectively |
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194 |
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194 |
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Capital in excess of par value |
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342,846 |
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337,528 |
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Retained earnings |
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127,330 |
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128,353 |
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Accumulated other comprehensive loss |
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(6,726 |
) |
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(10,053 |
) |
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Total Layne Christensen Company stockholders equity |
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463,644 |
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456,022 |
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Noncontrolling interest |
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75 |
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75 |
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Total equity |
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463,719 |
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456,097 |
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$ |
716,956 |
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$ |
719,357 |
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See Notes to Consolidated Financial Statements.
3
LAYNE CHRISTENSEN COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
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Three Months |
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Nine Months |
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Ended October 31, |
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Ended October 31, |
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(unaudited) |
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(unaudited) |
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2009 |
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2008 |
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2009 |
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2008 |
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Revenues |
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$ |
217,800 |
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$ |
264,483 |
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$ |
639,219 |
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$ |
778,665 |
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Cost of revenues (exclusive of depreciation, depletion
and amortization shown below) |
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(161,781 |
) |
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(199,232 |
) |
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(487,234 |
) |
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(580,067 |
) |
Selling, general and administrative expenses |
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(31,504 |
) |
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(35,684 |
) |
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(93,508 |
) |
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(105,257 |
) |
Depreciation, depletion and amortization |
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(14,233 |
) |
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(13,573 |
) |
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(42,844 |
) |
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(38,969 |
) |
Impairment of oil and gas properties |
|
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(2,014 |
) |
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(21,642 |
) |
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(2,014 |
) |
Litigation settlement gains |
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334 |
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2,173 |
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3,495 |
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2,173 |
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Equity in earnings of affiliates |
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1,239 |
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4,803 |
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5,525 |
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|
11,112 |
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Interest expense |
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(584 |
) |
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(838 |
) |
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(2,206 |
) |
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(2,798 |
) |
Other income (expense), net |
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290 |
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|
308 |
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(348 |
) |
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|
955 |
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|
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Income before income taxes |
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11,561 |
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|
20,426 |
|
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|
457 |
|
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|
63,800 |
|
Income tax expense |
|
|
(4,940 |
) |
|
|
(8,561 |
) |
|
|
(1,480 |
) |
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(26,277 |
) |
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|
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Net income (loss) |
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|
6,621 |
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|
|
11,865 |
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(1,023 |
) |
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|
37,523 |
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Net loss attributable to noncontrolling interest |
|
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|
362 |
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362 |
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Net income (loss) attributable to Layne Christensen
Company |
|
$ |
6,621 |
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$ |
12,227 |
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$ |
(1,023 |
) |
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$ |
37,885 |
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Basic income (loss) per share |
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$ |
0.34 |
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$ |
0.64 |
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$ |
(0.05 |
) |
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$ |
1.98 |
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Diluted income (loss) per share |
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$ |
0.34 |
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$ |
0.63 |
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$ |
(0.05 |
) |
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$ |
1.94 |
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Weighted average shares outstanding: |
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|
|
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Basic |
|
|
19,342 |
|
|
|
19,246 |
|
|
|
19,319 |
|
|
|
19,157 |
|
|
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Diluted |
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|
19,513 |
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|
19,448 |
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|
|
19,319 |
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|
|
19,493 |
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|
|
|
|
|
|
|
|
|
|
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|
See Notes to Consolidated Financial Statements.
4
LAYNE CHRISTENSEN COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
(in thousands, except share data)
|
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Total Layne |
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Accumulated |
|
Christensen |
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Capital In |
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Other |
|
Company |
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Common Stock |
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Excess of |
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Retained |
|
Comprehensive |
|
Stockholders |
|
Noncontrolling |
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|
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Shares |
|
Amount |
|
Par Value |
|
Earnings |
|
Income (Loss) |
|
Equity |
|
Interest |
|
Total |
Balance, January 31, 2008 |
|
|
19,160,716 |
|
|
$ |
192 |
|
|
$ |
328,301 |
|
|
$ |
101,866 |
|
|
$ |
(6,987 |
) |
|
$ |
423,372 |
|
|
$ |
398 |
|
|
$ |
423,770 |
|
Comprehensive income: |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Net income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37,885 |
|
|
|
|
|
|
|
37,885 |
|
|
|
(362 |
) |
|
|
37,523 |
|
Other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Foreign currency translation adjustments,
net of income tax benefit of $744 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,350 |
) |
|
|
(2,350 |
) |
|
|
|
|
|
|
(2,350 |
) |
|
|
|
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35,535 |
|
|
|
(362 |
) |
|
|
35,173 |
|
|
|
|
Issuance of unvested shares |
|
|
38,584 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative effect of adoption of new pension guidance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(44 |
) |
|
|
|
|
|
|
(44 |
) |
|
|
|
|
|
|
(44 |
) |
Issuance of stock upon exercise of options |
|
|
189,033 |
|
|
|
2 |
|
|
|
3,168 |
|
|
|
|
|
|
|
|
|
|
|
3,170 |
|
|
|
|
|
|
|
3,170 |
|
Income tax benefit on exercise of options |
|
|
|
|
|
|
|
|
|
|
1,954 |
|
|
|
|
|
|
|
|
|
|
|
1,954 |
|
|
|
|
|
|
|
1,954 |
|
Share-based compensation |
|
|
|
|
|
|
|
|
|
|
3,063 |
|
|
|
|
|
|
|
|
|
|
|
3,063 |
|
|
|
|
|
|
|
3,063 |
|
Contribution of noncontrolling interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
39 |
|
|
|
39 |
|
|
|
|
Balance, October 31, 2008 |
|
|
19,388,333 |
|
|
$ |
194 |
|
|
$ |
336,486 |
|
|
$ |
139,707 |
|
|
$ |
(9,337 |
) |
|
$ |
467,050 |
|
|
$ |
75 |
|
|
$ |
467,125 |
|
|
|
|
|
Balance,
January 31, 2009 |
|
|
19,382,976 |
|
|
$ |
194 |
|
|
$ |
337,528 |
|
|
$ |
128,353 |
|
|
$ |
(10,053 |
) |
|
$ |
456,022 |
|
|
$ |
75 |
|
|
$ |
456,097 |
|
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,023 |
) |
|
|
|
|
|
|
(1,023 |
) |
|
|
|
|
|
|
(1,023 |
) |
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments,
net of income tax expense of $1,213 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,852 |
|
|
|
2,852 |
|
|
|
|
|
|
|
2,852 |
|
Change in unrealized loss on foreign
exchange contracts, net of income tax
expense of $304 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
475 |
|
|
|
475 |
|
|
|
|
|
|
|
475 |
|
|
|
|
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,304 |
|
|
|
|
|
|
|
2,304 |
|
|
|
|
Issuance of unvested shares |
|
|
12,771 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Treasury
stock purchased and subsequently cancelled |
|
|
(5,374 |
) |
|
|
|
|
|
|
(113 |
) |
|
|
|
|
|
|
|
|
|
|
(113 |
) |
|
|
|
|
|
|
(113 |
) |
Issuance of stock upon exercise of options |
|
|
30,259 |
|
|
|
|
|
|
|
513 |
|
|
|
|
|
|
|
|
|
|
|
513 |
|
|
|
|
|
|
|
513 |
|
Income tax benefit on exercise of options |
|
|
|
|
|
|
|
|
|
|
67 |
|
|
|
|
|
|
|
|
|
|
|
67 |
|
|
|
|
|
|
|
67 |
|
Income tax deficiency upon vesting of
restricted shares |
|
|
|
|
|
|
|
|
|
|
(190 |
) |
|
|
|
|
|
|
|
|
|
|
(190 |
) |
|
|
|
|
|
|
(190 |
) |
Share-based compensation |
|
|
|
|
|
|
|
|
|
|
4,761 |
|
|
|
|
|
|
|
|
|
|
|
4,761 |
|
|
|
|
|
|
|
4,761 |
|
Issuance of stock for purchase price adjustments |
|
|
12,677 |
|
|
|
|
|
|
|
280 |
|
|
|
|
|
|
|
|
|
|
|
280 |
|
|
|
|
|
|
|
280 |
|
|
|
|
Balance, October 31, 2009 |
|
|
19,433,309 |
|
|
$ |
194 |
|
|
$ |
342,846 |
|
|
$ |
127,330 |
|
|
$ |
(6,726 |
) |
|
$ |
463,644 |
|
|
$ |
75 |
|
|
$ |
463,719 |
|
|
|
|
See Notes to Consolidated Financial Statements.
5
LAYNE CHRISTENSEN COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
Nine Months |
|
|
|
Ended October 31, |
|
|
|
(unaudited) |
|
|
|
2009 |
|
|
2008 |
|
Cash flow from operating activities: |
|
|
|
|
|
|
|
|
Net income (loss) attributable to Layne Christensen Company |
|
$ |
(1,023 |
) |
|
$ |
37,885 |
|
Adjustments to reconcile net income (loss) to cash from operations: |
|
|
|
|
|
|
|
|
Depreciation, depletion and amortization |
|
|
42,844 |
|
|
|
38,969 |
|
Deferred income taxes |
|
|
(9,887 |
) |
|
|
10,256 |
|
Share-based compensation |
|
|
4,762 |
|
|
|
3,063 |
|
Share-based compensation excess tax benefit |
|
|
(67 |
) |
|
|
(1,798 |
) |
Equity in earnings of affiliates |
|
|
(5,525 |
) |
|
|
(11,112 |
) |
Dividends received from affiliates |
|
|
4,040 |
|
|
|
2,076 |
|
Loss attributable to noncontrolling interest |
|
|
|
|
|
|
(362 |
) |
Loss from disposal of property and equipment |
|
|
20 |
|
|
|
42 |
|
Impairment of oil and gas properties |
|
|
21,642 |
|
|
|
2,014 |
|
Non-cash litigation settlement gain |
|
|
(2,868 |
) |
|
|
|
|
Changes in current assets and liabilities, net of effects of acquisitions: |
|
|
|
|
|
|
|
|
(Increase) decrease in customer receivables |
|
|
11,525 |
|
|
|
(15,038 |
) |
Increase in costs and estimated earnings in excess
of billings on uncompleted contracts |
|
|
(4,608 |
) |
|
|
(11,177 |
) |
(Increase) decrease in inventories |
|
|
3,423 |
|
|
|
(14,319 |
) |
(Increase) decrease in other current assets |
|
|
3,822 |
|
|
|
(2,702 |
) |
Increase (decrease) in accounts payable and accrued expenses |
|
|
(9,416 |
) |
|
|
12,142 |
|
Increase in
billings in excess of costs and estimated earnings on uncompleted contracts |
|
|
12,318 |
|
|
|
5,913 |
|
Other, net |
|
|
(1,207 |
) |
|
|
(4,588 |
) |
|
|
|
|
|
|
|
Cash provided by operating activities |
|
|
69,795 |
|
|
|
51,264 |
|
|
|
|
|
|
|
|
Cash flow from investing activities: |
|
|
|
|
|
|
|
|
Additions to property and equipment |
|
|
(25,803 |
) |
|
|
(39,398 |
) |
Additions to gas transportation facilities and equipment |
|
|
(883 |
) |
|
|
(5,149 |
) |
Additions to oil and gas properties |
|
|
(2,552 |
) |
|
|
(14,817 |
) |
Additions to mineral interests in oil and gas properties |
|
|
(644 |
) |
|
|
(2,792 |
) |
Acquisition of business, net of cash acquired |
|
|
(9,819 |
) |
|
|
(8,895 |
) |
Payment of cash purchase price adjustments on prior year acquisitions |
|
|
(1,349 |
) |
|
|
(33 |
) |
Proceeds from disposal of property and equipment |
|
|
338 |
|
|
|
867 |
|
Deposit of cash into restricted accounts |
|
|
|
|
|
|
(15,200 |
) |
Release of cash from restricted accounts |
|
|
515 |
|
|
|
15,200 |
|
Distribution of restricted cash for prior year acquisitions |
|
|
(515 |
) |
|
|
|
|
|
|
|
|
|
|
|
Cash used in investing activities |
|
|
(40,712 |
) |
|
|
(70,217 |
) |
|
|
|
|
|
|
|
Cash flow from financing activities: |
|
|
|
|
|
|
|
|
Repayments of long term debt |
|
|
(20,000 |
) |
|
|
(13,333 |
) |
Issuance of common stock upon exercise of stock options |
|
|
513 |
|
|
|
3,170 |
|
Excess tax benefit on exercise of share-based instruments |
|
|
67 |
|
|
|
1,798 |
|
Purchases and retirement of treasury stock |
|
|
(113 |
) |
|
|
|
|
Contribution from noncontrolling interest |
|
|
|
|
|
|
39 |
|
|
|
|
|
|
|
|
Cash used in financing activities |
|
|
(19,533 |
) |
|
|
(8,326 |
) |
|
|
|
|
|
|
|
Effects of exchange rate changes on cash |
|
|
735 |
|
|
|
(2,801 |
) |
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
|
|
10,285 |
|
|
|
(30,080 |
) |
Cash and cash equivalents at beginning of period |
|
|
67,165 |
|
|
|
73.068 |
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
$ |
77,450 |
|
|
$ |
42,988 |
|
|
|
|
|
|
|
|
See Notes to Consolidated Financial Statements.
6
LAYNE CHRISTENSEN COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. Accounting Policies and Basis of Presentation
Principles of Consolidation The consolidated financial statements include the accounts of
Layne Christensen Company and its subsidiaries (together, the Company). All intercompany
transactions have been eliminated. Investments in affiliates (20% to 50% owned) in which the
Company exercises influence over operating and financial policies are accounted for by the equity
method. The unaudited consolidated financial statements should be read in conjunction with the
consolidated financial statements of the Company for the year ended January 31, 2009, as filed in
its Annual Report on Form 10-K.
The accompanying unaudited consolidated financial statements include all adjustments (consisting
only of normal recurring accruals) which, in the opinion of management, are necessary for a fair
presentation of financial position, results of operations and cash flows. Results of operations
for interim periods are not necessarily indicative of results to be expected for a full year.
Use of Estimates in Preparing Financial Statements The preparation of financial statements in
conformity with accounting principles generally accepted in the United States of America 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.
Revenue Recognition Revenues are recognized on large, long-term construction contracts meeting
the criteria of Accounting Standards Codification (ASC) Topic 605-35 Construction-Type and
Production-Type Contracts (ASC Topic 605-35), using the percentage-of-completion method based
upon the ratio of costs incurred to total estimated costs at completion. Contract price and cost
estimates are reviewed periodically as work progresses and adjustments proportionate to the
percentage of completion are reflected in contract revenues in the reporting period when such
estimates are revised. Changes in job performance, job conditions and estimated profitability,
including those arising from contract penalty provisions, change orders and final contract
settlements may result in revisions to costs and income and are recognized in the period in which
the revisions are determined. As allowed by ASC Topic 605-35, revenue is recognized on smaller,
short-term construction contracts using the completed contract method. Contracts for the Companys
mineral exploration drilling services are billable based on the quantity of drilling performed.
Thus, revenues for these drilling contracts are recognized on the basis of actual footage or
meterage drilled. Provisions for estimated losses on uncompleted construction contracts are made in
the period in which such losses are determined.
Revenues for direct sales of equipment and other ancillary products not provided in conjunction
with the performance of construction contracts are recognized at the date of delivery to, and
acceptance by, the customer. Provisions for estimated warranty obligations are made in the period
in which the sales occur.
Revenues for the sale of oil and gas by the Companys energy division are recognized on the basis
of volumes sold at the time of delivery to an end user or an interstate pipeline, net of amounts
attributable to royalty or working interest holders.
The Companys revenues are presented net of taxes imposed on revenue-producing transactions with
its customers, such as, but not limited to, sales, use, value-added, and some excise taxes.
Oil and Gas Properties and Mineral Interests The Company follows the full-cost method of
accounting for oil and gas properties. Under this method, all productive and nonproductive costs
incurred in connection with the exploration for and development of oil and gas reserves are
capitalized. Such capitalized costs include lease acquisition, geological and geophysical work,
delay rentals, drilling, completing and equipping oil and gas wells, and salaries, benefits and
other internal salary-related costs directly attributable to these activities. Costs associated
with production and general corporate activities are expensed in the period incurred. Normal
dispositions of oil and gas properties are accounted for as adjustments of capitalized costs, with
no gain or loss recognized. Separate full-cost pools are established for each country in which the
Company has exploration activities. Depletion expense was $10,494,000 and $8,584,000 for the nine
months ended October 31, 2009 and 2008, respectively.
7
The Company is required to review the carrying value of its oil and gas properties under the full
cost accounting rules of the SEC (the Ceiling Test). The ceiling limitation is the estimated
after-tax future net revenues from proved oil and gas properties discounted at 10%, plus the cost
of properties not subject to amortization. If the net book value of our oil and gas properties,
less related deferred income taxes, is in excess of the calculated ceiling, the excess must be
written off as an expense. Beginning at our fiscal 2010 year end, application of the Ceiling Test
requires pricing future revenues at the 12-month average price, calculated as the unweighted
arithmetic average of the first-day-of-the-month price for each month within the 12-month period
prior to the end of reporting period, unless prices are defined by contractual arrangements such as
the Companys fixed-price physical delivery forward sales contracts. Interim considerations of the
Ceiling Test prior to the fiscal 2010 year end use the period end price; an average price will be
used in the Ceiling Test calculation for annual and interim periods beginning with the Companys
annual period ending January 31, 2010. Unproved oil and gas properties are not amortized, but are
assessed for impairment either individually or on an aggregated basis using a comparison of the
carrying values of the unproved properties to net future cash flows. See Note 3 for a discussion
of the impairments recorded.
Reserve Estimates The Companys estimates of natural gas reserves, by necessity, are projections
based on geologic and engineering data, and there are uncertainties inherent in the interpretation
of such data as well as the projection of future rates of production and the timing of development
expenditures. Reserve engineering is a subjective process of estimating underground accumulations
of gas that are difficult to measure. The accuracy of any reserve estimate is a function of the
quality of available data, engineering and geological interpretation and judgment. Estimates of
economically recoverable gas reserves and future net cash flows depend upon a number of variable
factors and assumptions, such as historical production from the area compared with production from
other producing areas, the assumed effects of regulations by governmental agencies and assumptions
governing natural gas prices, future operating costs, severance, ad valorem and excise taxes,
development costs and workover and remedial costs, all of which may in fact vary considerably from
actual results. For these reasons, estimates of the economically recoverable quantities of gas
attributable to any particular group of properties, classifications of such reserves based on risk
of recovery, and estimates of the future net cash flows expected there from may vary substantially.
Any significant variance in the assumptions could materially affect the estimated quantity and
value of the reserves, which could affect the carrying value of the Companys oil and gas
properties and the rate of depletion of the oil and gas properties. Actual production, revenues
and expenditures with respect to the Companys reserves will likely vary from estimates, and such
variances may be material.
Goodwill and Other Intangibles Goodwill and other intangible assets with indefinite useful lives
are not amortized, and instead are periodically tested for impairment. The Company performs its
annual impairment test as of December 31 each year, or more frequently if events or changes in
circumstances indicate that an asset might be impaired. The process of evaluating goodwill for
impairment involves the determination of the fair value of the Companys reporting units. Inherent
in such fair value determinations are certain judgments and estimates, including the interpretation
of current economic indicators and market valuations, and assumptions about the Companys strategic
plans with regard to its operations. The Company believes at this time that the carrying value of
the remaining goodwill is appropriate, although to the extent additional information arises or the
Companys strategies change, it is possible that the Companys conclusions regarding impairment of
the remaining goodwill could change and result in a material effect on its financial position or
results of operations.
Other Long-lived Assets The Company evaluates long-lived assets, including its gas transportation
facilities and equipment, for impairment whenever events or changes in circumstances indicate that
the related carrying value of an asset may not be recoverable. This evaluation includes performing
a comparison of the anticipated future net cash flows of the related long-lived assets to their
carrying value to determine if a potential impairment exists. If an impairment is identified, the
Company reduces the carrying amount of the related long-lived asset to its estimated fair value
based on discounted cash flow estimates, quoted market prices when available, or independent
appraisals as appropriate. The Company believes that the carrying values and useful lives of its
long-lived assets are appropriate at October 31, 2009.
Cash and Cash Equivalents The Company considers investments with an original maturity of three
months or less when purchased to be cash equivalents. The Companys cash equivalents are subject to
potential credit risk. The Companys cash management and investment policies restrict investments
to investment grade, highly liquid securities. The carrying value of cash and cash equivalents
approximates fair value.
Restricted Deposits Included in restricted deposits are escrow funds associated with various
acquisitions as described in Note 2 of the Notes to Consolidated Financial Statements.
Accrued Insurance Expense The Company maintains insurance programs where it is responsible for a
certain amount of each claim up to a self-insured limit. Estimates are recorded for health and
welfare, property and casualty insurance costs that are associated with these programs. These
costs are estimated based on actuarially determined projections of future
8
payments under these programs. Should a greater amount of claims occur compared to what was
estimated or costs of healthcare increase beyond what was anticipated, reserves recorded may not be
sufficient and additional costs may be incurred.
Costs estimated to be incurred in the future for employee medical benefits, property, workers
compensation and casualty insurance programs resulting from claims which have occurred are accrued
currently. Under the terms of the Companys agreement with the various insurance carriers
administering these claims, the Company is not required to remit the total premium until the claims
are actually paid by the insurance companies. These costs are not expected to significantly impact
liquidity in future periods.
Income Taxes Income taxes are provided using the asset/liability method, in which deferred taxes
are recognized for the tax consequences of temporary differences between the financial statement
carrying amounts and tax bases of existing assets and liabilities. Deferred tax assets are
reviewed for recoverability and valuation allowances are provided as necessary. Provision for U.S.
income taxes on undistributed earnings of foreign subsidiaries and affiliates is made only on those
amounts in excess of funds considered to be invested indefinitely. In general, the Company records
income tax expense during interim periods based on its best estimate of the full years effective
tax rate. However, income tax expense relating to adjustments to the Companys liabilities for
uncertainty in income tax positions under ASC Topic 740, Income Taxes, is accounted for
discretely in the interim period in which it occurs.
As of October 31, 2009 and January 31, 2009, the total amount of unrecognized tax benefits recorded
for uncertainty in income tax positions was $8,417,000 and $7,612,000, respectively, of which
substantially all would affect the effective tax rate if recognized. The Company does not expect
the unrecognized tax benefits to change materially within the next 12 months. The Company
classifies uncertain tax positions as non-current income tax liabilities unless expected to be paid
in one year. The Company reports income tax-related interest and penalties as a component of income
tax expense. As of October 31, 2009 and January 31, 2009, the total amount of accrued income
tax-related interest and penalties included in the balance sheet was $3,341,000 and $2,872,000,
respectively.
Litigation and Other Contingencies The Company is involved in litigation incidental to its
business, the disposition of which is not expected to have a material effect on the Companys
business, financial position, results of operations or cash flows. It is possible, however, that
future results of operations for any particular quarterly or annual period could be materially
affected by changes in the Companys assumptions related to these proceedings. The Company accrues
its best estimate of the probable cost for the resolution of legal claims. Such estimates are
developed in consultation with outside counsel handling these matters and are based upon a
combination of litigation and settlement strategies. To the extent additional information arises or
the Companys strategies change, it is possible that the Companys estimate of its probable
liability in these matters may change.
Derivatives The Company follows guidance within ASC Topic 815, Derivatives and Hedging (ACS
Topic 815), which requires derivative financial instruments to be recorded on the balance sheet at
fair value and establishes criteria for designation and effectiveness of hedging relationships. The
Company accounts for its unrealized hedges of forecasted costs as cash flow hedges, such that
changes in fair value for the effective portion of hedge contracts, are recorded in accumulated
other comprehensive income in stockholders equity. Changes in the fair value of the effective
portion of hedge contracts are recognized in accumulated other comprehensive income until the
hedged item is recognized in operations. The ineffective portion of the derivatives change in
fair value, if any, is immediately recognized in operations. In addition, the Company has entered
into fixed-price natural gas contracts to manage fluctuations in the price of natural gas. These
contracts result in the Company physically delivering gas, and as a result, are exempt from the
requirements of ASC Topic 815 under the normal purchases and sales exception. Accordingly, the
contracts are not reflected in the balance sheet at fair value and revenues from the contracts are
recognized as the natural gas is delivered under the terms of the contracts (see Note 6 for
disclosure regarding the fair value of derivative instruments). The Company does not enter into
derivative financial instruments for speculative or trading purposes.
Earnings per share Earnings per share (EPS) are based upon the weighted average number of
common and dilutive equivalent shares outstanding. Options to purchase common stock and unvested
restricted shares are included based on the treasury stock method for dilutive earnings per share,
except when their effect is antidilutive.
Share-based Compensation The Company adopted guidance now codified within ASC Topic 718,
Compensation-Stock Compensation effective February 1, 2006, which requires the recognition of all
share-based instruments in the financial statements and establishes a fair-value measurement of the
associated costs. The Company elected to adopt the standard using the Modified Prospective Method
which requires recognition of all unvested share-based instruments as of the effective date over
the remaining term of the instrument. As of October 31, 2009, the Company had unrecognized
compensation
9
expense of $4,634,000 to be recognized over a weighted average period of 1.66 years. The Company
determines the fair value of stock-based compensation granted in the form of stock options using
the Black-Scholes model.
Supplemental Cash Flow Information The amounts paid for income taxes and interest are as follows
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
Nine Months |
|
|
|
Ended October 31, |
|
|
|
2009 |
|
|
2008 |
|
Income taxes |
|
$ |
9,629 |
|
|
$ |
17,767 |
|
Interest |
|
|
2,526 |
|
|
|
2,687 |
|
The Company had earnings on restricted deposits of $1,000 and $28,000 for the nine months ended
October 31, 2009 and 2008, respectively, which were treated as non-cash items as the earnings were
restricted for the account of the escrow beneficiaries. Also for the nine months ended October 31,
2009, the Company received land and buildings valued at $2,828,000 in a non-cash settlement of a
legal dispute in Australia, and made a non-cash distribution of $280,000 of common stock for a
prior year acquisition. See Note 2 for a discussion of acquisition activity.
During fiscal year 2009, the Company entered into financing obligations for software licenses
amounting to $1,298,000, payable over three years. The associated assets are recorded as Other
Intangible Assets in the balance sheet.
New Accounting Pronouncements In June 2009, the Financial Accounting Standards Board (FASB)
issued guidance now codified within FASB Accounting Standards Codification (ASC) Topic 105,
Generally Accepted Accounted Principles, establishing the ASC as the single source of
authoritative nongovernmental U.S. generally accepted accounting principles (GAAP), superseding
existing FASB, American Institute of Certified Public Accountants, Emerging Issues Task Force, and
related accounting literature. The ASC reorganizes the thousands of GAAP pronouncements into
roughly 90 accounting topics and displays them using a consistent structure. Also included is
relevant Securities and Exchange Commission guidance organized using the same topical structure in
separate sections. This guidance was effective for financial statements issued for reporting
periods that ended after September 15, 2009. The adoption did not impact the Companys financial
position, results of operations or liquidity.
In September 2006, the FASB issued guidance now codified within FASB ASC Topic 820, Fair Value
Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair
value and expands disclosures about fair value measurements. In February 2008, the FASB released
additional guidance now codified within FASB ASC Topic 820, which delayed the effective date of the
original guidance, for all nonfinancial assets and nonfinancial liabilities, except those that are
recognized or disclosed at fair value in the financial statements on a recurring basis (at least
annually), until fiscal years beginning after November 15, 2008, and interim periods within those
fiscal years. These nonfinancial items include assets and liabilities such as reporting units
measured at fair value in a goodwill impairment test and nonfinancial assets acquired and
liabilities assumed in a business combination. On February 1, 2009, the Company adopted this
guidance for those nonfinancial assets within the scope of the guidance. Adoption for those
nonfinancial assets did not have a material impact on the Companys financial position, results of
operations or liquidity.
In December 2007, the FASB issued guidance now codified within FASB ASC Topic 805, Business
Combinations. This guidance establishes principles and requirements for how an acquirer
recognizes and measures in its financial statements the identifiable assets acquired, the
liabilities assumed, any noncontrolling interest in the acquiree and the goodwill acquired. This
guidance also establishes disclosure requirements to enable the evaluation of the nature and
financial effects of the business combination. The Company adopted this standard as of February 1,
2009. The adoption did not have a material impact on the Companys financial position, results of
operations or liquidity.
In December 2007, the FASB issued guidance now codified within FASB ASC Topic 810, Consolidation.
This guidance requires us to classify noncontrolling interests (previously referred to as minority
interest) as part of consolidated net earnings and to include the accumulated amount of
noncontrolling interests, previously classified as minority interest outside of equity, as part of
stockholders equity. In our presentation of consolidated income and stockholders equity we
distinguish between amounts attributable to Layne Christensen Company and amounts attributable to
the noncontrolling interests. In addition to these financial reporting changes, this guidance
provides for significant changes in accounting related to noncontrolling interests; specifically,
increases and decreases in our controlling financial interests in consolidated subsidiaries will be
reported in equity similar to treasury stock transactions. If a change in ownership of a
consolidated subsidiary results in loss of control and deconsolidation, any retained ownership
interests are remeasured with the gain or loss reported in net earnings. The Company adopted this
standard, which is applied retrospectively, as of February 1, 2009, and reclassified minority
interest in the amounts of $75,000 as of February 1, 2009 and $398,000 as of February 1, 2008, as a
component of stockholders equity.
10
In December 2008, the FASB issued guidance now codified within FASB ASC Topic 715,
CompensationRetirement Benefits which expands disclosure requirements to discuss the assumptions
and risks used to compute fair value of each category of plan assets. This guidance is effective
for fiscal years ending after December 15, 2009, and will be adopted by the Company as of the year
end measurement date of January 31, 2010. The Company does not expect the adoption to have a
material impact on its financial position, results of operations, or cash flows.
In March 2008, the FASB issued guidance now codified within FASB ASC Topic 815, Derivatives and
Hedging. This guidance requires qualitative disclosures about objectives and strategies for using
derivatives, quantitative disclosures about fair value amounts of and gains and losses on
derivative instruments, and disclosures about credit-risk-related contingent features in derivative
agreements. The Company adopted this standard as of February 1, 2009. The adoption did not have a
material impact on the Companys financial position, results of operations or liquidity.
In June 2008, the FASB issued guidance now codified within FASB ASC Topic 260, Earnings Per
Share. Under this guidance, unvested share-based payment awards that contain nonforfeitable rights
to dividends or dividend equivalents, whether they are paid or unpaid, are considered participating
securities and should be included in the computation of earnings per share pursuant to the
two-class method. The Company adopted this guidance as of February 1, 2009, and concluded that it
has no such participating securities to consider for purposes of its shares outstanding and EPS
calculations.
In April 2009, the FASB issued guidance now codified within FASB ASC Topic 820, Fair Value
Measurements and Disclosures. If an entity determines that either the volume or level of activity
for an asset or liability has significantly decreased from normal conditions, or that price
quotations or observable inputs are not associated with orderly transactions, increased analysis
and management judgment will be required to estimate fair value. The objective in fair value
measurement remains unchanged from what is prescribed in the standard and should be reflective of
the current exit price. This guidance is effective for interim and annual reporting periods ending
after June 15, 2009. The Company does not currently have any assets or liabilities impacted by the
guidance and the adoption did not have a material impact on its financial position, results of
operations or cash flows.
In April 2009, the FASB issued guidance now codified within FASB ASC Topic 825, Financial
Instruments, to require disclosures about fair value of financial instruments for publicly traded
companies for both interim and annual periods. Historically, these disclosures were only required
annually. The interim disclosures are intended to provide financial statement users with more
timely and transparent information about the effects of current market conditions on an entitys
financial instruments that are not otherwise reported at fair value. This guidance is effective for
interim reporting periods ending after June 15, 2009. Comparative disclosures are only required for
periods ending after the initial adoption. The adoption did not have a material impact on the
Companys financial position, results of operations or cash flows.
In May 2009, the FASB issued guidance now codified within FASB ASC Topic 855, Subsequent Events
which establishes accounting and disclosure requirements for subsequent events. This guidance
details the period after the balance sheet date during which the Company should evaluate events or
transactions that occur for potential recognition or disclosure in the financial statements, the
circumstances under which the Company should recognize events or transactions occurring after the
balance sheet date in its financial statements and the required disclosures for such events. The
Company has evaluated subsequent events through December 7th.
In June 2009, the FASB issued guidance which has not yet been codified in the ASC. This guidance
amends the consolidation guidance applicable to variable interest entities. The amendments will
significantly affect the overall consolidation analysis under FASB ASC Topic 810, Consolidation.
This guidance will be effective as of the beginning of the Companys fiscal year ending January 31,
2011. The Company does not expect the adoption to have a material impact on its financial position,
results of operations or cash flows.
11
2.
Acquisitions
Fiscal
Year 2010
The Company completed two acquisitions during the fiscal 2010 year as described below:
|
|
On October 30, 2009, the Company acquired 100% of the stock of W.L. Hailey & Company, Inc.
(Hailey), a water and wastewater solutions firm in Tennessee. The operation was combined
with similar service lines and serves to foster the Companys further expansion of these
product lines into the southeast. |
|
|
On May 1, 2009, the Company acquired equipment and other assets of Meadow Equipment Sales &
Service, Inc. (Meadow), a construction company operating primarily in the Midwestern United
States. |
The aggregate purchase price of $15,643,000, comprised of cash ($3,000,000 which was placed in
escrow to secure certain representations, warranties and idemnifications under the purchase
agreements related to the Hailey acquisition), was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
|
|
Hailey |
|
Meadow |
|
Total |
|
|
|
Cash purchase price |
|
$ |
15,043 |
|
|
$ |
600 |
|
|
$ |
15,643 |
|
|
|
|
Escrow deposits |
|
$ |
3,000 |
|
|
$ |
|
|
|
$ |
3,000 |
|
|
|
|
The purchase price for each acquisition has been allocated based on a preliminary assessment of
the fair value of the assets and liabilities acquired, determined based on the Companys internal
operational assessments and other analyses. Such amounts may be subject to revision as the
acquired entities are integrated into the Company and the revisions may be significant and will be
recorded by the Company as further adjustments to the purchase price allocation. Based on the
Companys preliminary allocations of the purchase price, the acquisitions had the following effect
on the Companys consolidated financial position as of their respective closing dates:
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
|
|
Hailey |
|
Meadow |
|
Total |
|
|
|
Working capital |
|
$ |
5,043 |
|
|
$ |
|
|
|
$ |
5,043 |
|
Property and equipment |
|
|
9,277 |
|
|
|
575 |
|
|
|
9,852 |
|
Goodwill |
|
|
873 |
|
|
|
|
|
|
|
873 |
|
Other intangible assets |
|
|
|
|
|
|
25 |
|
|
|
25 |
|
Other liabilities |
|
|
(150 |
) |
|
|
|
|
|
|
(150 |
) |
|
|
|
Total purchase price |
|
$ |
15,043 |
|
|
$ |
600 |
|
|
$ |
15,643 |
|
|
|
|
The identifiable intangible assets associated with Meadow consist of non-compete agreements
valued at $25,000 and have a weighted-average life of three years. The $873,000 of aggregate
goodwill was assigned to the water infrastructure segment and is expected to be deductible for tax
purposes.
The results of operations of Hailey and Meadow have been included in the Companys
consolidated statements of income commencing with the respective closing dates. Pro forma amounts
related to Meadow for prior periods have not been presented since the acquisition would not have
had a significant effect on the Companys consolidated revenues or net income. Assuming Hailey had
been acquired as of the beginning of each period, the unaudited pro forma consolidated revenues,
net income and net income per share would be as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
|
October 31, |
|
October 31, |
(in thousands, except per share data) |
|
2009 |
|
2008 |
|
2009 |
|
2008 |
|
Revenues |
|
$ |
237,600 |
|
|
$ |
281,670 |
|
|
$ |
705,175 |
|
|
$ |
832,369 |
|
Net Income |
|
|
7,345 |
|
|
|
12,564 |
|
|
|
1,057 |
|
|
|
38,827 |
|
Basic earnings per share |
|
$ |
0.38 |
|
|
$ |
0.65 |
|
|
$ |
0.05 |
|
|
$ |
2.03 |
|
|
|
|
Diluted earnings per share |
|
$ |
0.38 |
|
|
$ |
0.65 |
|
|
$ |
0.05 |
|
|
$ |
1.99 |
|
|
|
|
12
The pro forma information provided above is not necessarily indicative of the results of operations
that would actually have resulted if the acquisition was made as of those dates or of results that
may occur in the future.
On June 16, 2006 the Company acquired 100% of the outstanding stock of Collector Wells
International, Inc. (CWI), a privately held specialty water services company that designs and
constructs water supply systems. Under the terms of the purchase, there was contingent
consideration up to a maximum of $1,400,000 (the Earnout Amount), which was based on a percentage
of the amount by which CWIs earnings before interest, taxes, depreciation and amortization
exceeded a threshold amount during the 36 months following the acquisition. During June 2009, the
Company determined that the maximum consideration was achieved and settled the Earnout Amount,
consisting of $1,120,000 in cash and $280,000 of Layne common stock, valued based on the average
closing price of the five trading days ending June 9, 2009. The Company paid the cash portion of
the settlement on July 10, 2009 and issued 12,677 shares of Layne common stock in payment of the
stock portion. The Earnout Amount has been accounted for as additional purchase consideration, and
accordingly the Company recorded $1,400,000 of additional goodwill in July 2009.
On November 30, 2007, the Company acquired certain assets and liabilities of SolmeteX Inc.
(SolmeteX), a water and wastewater research and development business and supplier of wastewater
filtration products to the dental market. In addition to the initial purchase price, there is
contingent consideration up to a maximum of $1,000,000 (the SolmeteX Earnout Amount), which is
based on a percentage of the amount of SolmeteXs revenues during the 36 months following the
acquisition. Any portion of the SolmeteX Earnout Amount that is ultimately paid will be accounted
for as additional purchase consideration. Through October 31, 2009, the contingent earnout
consideration earned by SolmeteX was $262,000, of which $33,000 was paid in March 2008 and $229,000
was paid in April 2009.
Fiscal
Year 2009
The Company completed three acquisitions during the fiscal 2009 year as described below:
|
|
On October 24, 2008, the Company acquired 100% of the stock of Meadors Construction Co.,
Inc. (Meadors), a construction company operating primarily in Florida. The operation was
combined with similar service lines and serves to foster our further expansion into Florida
and the southeast. |
|
|
On August 7, 2008, the Company acquired certain assets and liabilities of Moore & Tabor, a
geotechnical construction firm operating in California. |
|
|
On May 5, 2008, the Company acquired certain assets and liabilities of Wittman Hydro
Planning Associates (WHPA), a water consulting firm specializing in hydrologic systems
modeling and analysis. |
The aggregate purchase price of $8,925,000, comprised of cash of $8,815,000 ($1,150,000 of
which was placed in escrow to secure certain representations, warranties and idemnifications under
the purchase agreements) and expenses of $110,000, was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
|
|
Meadors |
|
Moore & Tabor |
|
WHPA |
|
Total |
|
|
|
Cash |
|
$ |
4,536 |
|
|
$ |
1,785 |
|
|
$ |
2,494 |
|
|
$ |
8,815 |
|
Expenses |
|
|
53 |
|
|
|
33 |
|
|
|
24 |
|
|
|
110 |
|
|
|
|
Total purchase price |
|
$ |
4,589 |
|
|
$ |
1,818 |
|
|
$ |
2,518 |
|
|
$ |
8,925 |
|
|
|
|
Escrow deposits |
|
$ |
700 |
|
|
$ |
150 |
|
|
$ |
300 |
|
|
$ |
1,150 |
|
|
|
|
13
The purchase price for each acquisition has been allocated based on the fair value of the assets
and liabilities acquired, determined based on the Companys internal operational assessments and
other analyses. Based on the Companys allocations of the purchase prices, the acquisitions had
the following effect on the Companys consolidated financial position as of their respective
closing dates:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
|
|
|
|
|
|
Moore |
|
|
|
|
|
|
Meadors |
|
& Tabor |
|
WHPA |
|
Total |
|
|
|
Working capital |
|
$ |
2,072 |
|
|
$ |
427 |
|
|
$ |
394 |
|
|
$ |
2,893 |
|
Property and equipment |
|
|
592 |
|
|
|
798 |
|
|
|
40 |
|
|
|
1,430 |
|
Goodwill |
|
|
1,865 |
|
|
|
593 |
|
|
|
1,832 |
|
|
|
4,290 |
|
Other intangible assets |
|
|
60 |
|
|
|
|
|
|
|
250 |
|
|
|
310 |
|
Other assets |
|
|
|
|
|
|
|
|
|
|
2 |
|
|
|
2 |
|
|
|
|
Total purchase price |
|
$ |
4,589 |
|
|
$ |
1,818 |
|
|
$ |
2,518 |
|
|
$ |
8,925 |
|
|
|
|
The identifiable intangible assets associated with Meadors consist of non-compete agreements
valued at $60,000 and have a weighted-average life of two years. The identifiable intangible
assets associated with WHPA consist of patents valued at $250,000, and have a weighted-average life
of 15 years. The $4,290,000 of aggregate goodwill was assigned to the water infrastructure segment
and is expected to be deductible for tax purposes.
The results of operations of the acquired entities have been included in the Companys consolidated
statements of income commencing with the respective closing dates. Pro forma amounts for prior
periods have not been presented as the acquisitions would not have had a significant effect on the
Companys consolidated revenues or net income.
In addition to the initial purchase price, there is contingent consideration up to a maximum of
$2,500,000 (the WHPA Earnout Amount), which is based on a percentage of the amount by which
WHPAs earnings before interest, taxes, depreciation and amortization exceed a threshold amount
during the 36 months following the acquisition. If earned, up to 80% of the WHPA Earnout Amount may
be paid with Layne common stock, at the Companys discretion. Any portion of the WHPA Earnout
Amount which is ultimately paid will be accounted for as additional purchase consideration.
3. Impairment of Oil and Gas Properties
As of October 31, 2009, the Company completed its determination of oil and gas reserves for
its energy division. This determination was made according to SEC guidelines and used gas prices at
October 31, 2009 of $4.01 per Mcf, compared to $2.89 per Mcf at July 31, 2009 and $3.29 per Mcf at
January 31, 2009. Based on the reserve determinations, no Ceiling Test impairment was required as
of October 31, 2009. As of July 31, 2009 the Company recorded a non-cash impairment charge of
$21,642,000, or $13,039,000 after income tax, for the carrying value of the assets in excess of the
limitation computed by the Ceiling Test. The Company did not have Ceiling Test impairments during
the nine months ending October 31, 2008, however did record a Ceiling Test impairment of
$26,690,000 or $16,081,000 after income tax, as of January 31, 2009.
The impairment of oil and gas properties of $2,014,000 recorded in the nine months ended October
31, 2008 relates to the Companys exploration project in Chile, begun in 2008. Following initial
core testing and further evaluation of infrastructure requirements, it was determined that recovery
of the Companys investment was not likely and the costs were written off.
14
4. Goodwill and Other Intangible Assets
Goodwill and other intangible assets consist of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October 31, 2009 |
|
|
January 31, 2009 |
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
|
|
|
|
Average |
|
|
|
Gross |
|
|
|
|
|
|
Amortization |
|
|
Gross |
|
|
|
|
|
|
Amortization |
|
|
|
Carrying |
|
|
Accumulated |
|
|
Period in |
|
|
Carrying |
|
|
Accumulated |
|
|
Period in |
|
|
|
Amount |
|
|
Amortization |
|
|
years |
|
|
Amount |
|
|
Amortization |
|
|
years |
|
Goodwill |
|
$ |
92,547 |
|
|
$ |
|
|
|
|
|
|
|
$ |
90,029 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortizable intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tradenames |
|
$ |
18,962 |
|
|
$ |
(2,883 |
) |
|
|
29 |
|
|
$ |
18,962 |
|
|
$ |
(2,275 |
) |
|
|
29 |
|
Customer-related |
|
|
332 |
|
|
|
(332 |
) |
|
|
2 |
|
|
|
332 |
|
|
|
(332 |
) |
|
|
2 |
|
Patents |
|
|
3,152 |
|
|
|
(709 |
) |
|
|
14 |
|
|
|
3,152 |
|
|
|
(569 |
) |
|
|
14 |
|
Non-competition agreements |
|
|
464 |
|
|
|
(413 |
) |
|
|
5 |
|
|
|
439 |
|
|
|
(387 |
) |
|
|
5 |
|
Other |
|
|
2,590 |
|
|
|
(1,292 |
) |
|
|
12 |
|
|
|
2,590 |
|
|
|
(910 |
) |
|
|
12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total amortizable intangible assets |
|
$ |
25,500 |
|
|
$ |
(5,629 |
) |
|
|
|
|
|
$ |
25,475 |
|
|
$ |
(4,473 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortizable intangible assets are being amortized over their estimated lives of two to 40 years
with a weighted average amortization period of 26 years. Total amortization expense for other
intangible assets was $386,000 and $471,000 for the three months ended October 31, 2009 and 2008,
respectively, and $1,156,000 and $1,085,000 for the nine months ended October 31, 2009 and 2008,
respectively.
The carrying amount of goodwill attributed to each operating segment was as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Water |
|
|
|
|
|
|
Energy |
|
|
Infrastructure |
|
|
Total |
|
Balance February 1, 2009 |
|
$ |
950 |
|
|
$ |
89,079 |
|
|
$ |
90,029 |
|
Additions |
|
|
|
|
|
|
2,518 |
|
|
|
2,518 |
|
|
|
|
|
|
|
|
|
|
|
Balance, October 31, 2009 |
|
$ |
950 |
|
|
$ |
91,597 |
|
|
$ |
92,547 |
|
|
|
|
|
|
|
|
|
|
|
5. Indebtedness
The Company maintains an agreement (Master Shelf Agreement) whereby it can issue an
additional $50,000,000 in unsecured notes before September 15, 2012. On July 31, 2003, the Company
issued $40,000,000 of notes (Series A Senior Notes) under the Master Shelf Agreement. The Series
A Senior Notes bear a fixed interest rate of 6.05% and are due on July 31, 2010, with annual
principal payments of $13,333,000 that began on July 31, 2008. The Company also issued
$20,000,000 of notes under the Master Shelf Agreement in October 2004 (Series B Senior Notes).
The Series B Senior Notes bear a fixed interest rate of 5.40% and are due on September 29, 2011,
with annual principal payments of $6,667,000 beginning September 29, 2009.
The Company also maintains a revolving credit facility under an Amended and Restated Loan Agreement
(the Credit Agreement) with Bank of America, N.A., as Administrative Agent and as Lender (the
Administrative Agent), and the other Lenders listed therein (the Lenders), which contains a
revolving loan commitment of $200,000,000, less any outstanding letter of credit commitments (which
are subject to a $30,000,000 sublimit).
The Credit Agreement provides for interest at variable rates equal to, at the Companys option, a
LIBOR rate plus 0.75% to 2.00%, or a base rate, as defined in the Credit Agreement, plus up to
0.50%, depending upon the Companys leverage ratio. The Credit Agreement is unsecured and is due
and payable November 15, 2011. On October 31, 2009, there were letters of credit of $20,049,000
and no borrowings outstanding on the Credit Agreement resulting in available capacity of
$179,951,000.
The Master Shelf Agreement and the Credit Agreement contain certain covenants including
restrictions on the incurrence of additional indebtedness and liens, investments, acquisitions,
transfer or sale of assets, transactions with affiliates, payment of dividends and certain
financial maintenance covenants, including among others, fixed charge coverage, leverage and
minimum tangible net worth. The Company was in compliance with its covenants as of October 31,
2009.
15
Debt outstanding as of October 31, 2009 and January 31, 2009, whose carrying value approximates
fair value, was as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
October 31, |
|
|
January 31, |
|
|
|
2009 |
|
|
2009 |
|
Long-term debt: |
|
|
|
|
|
|
|
|
Credit Agreement |
|
$ |
|
|
|
$ |
|
|
Senior Notes |
|
|
26,667 |
|
|
|
46,667 |
|
|
|
|
|
|
|
|
Total debt |
|
|
26,667 |
|
|
|
46,667 |
|
|
|
|
|
|
|
|
Less current maturities |
|
|
(20,000 |
) |
|
|
(20,000 |
) |
|
|
|
|
|
|
|
Total long-term debt |
|
$ |
6,667 |
|
|
$ |
26,667 |
|
|
|
|
|
|
|
|
6. Derivatives
The Companys energy division is exposed to fluctuations in the price of natural gas and has
entered into fixed-price physical delivery forward sales contracts to manage natural gas price risk
for its production. As of October 31, 2009, the Company had committed to deliver 2,265,000 million
British Thermal Units (MMBtu) of natural gas through March 2010 at prices ranging from $7.66 to
$10.65 per MMBtu.
The fixed-price physical delivery forward sales contracts will result in the physical delivery of
natural gas, and as a result, are exempt from the requirements of ASC Topic 815 under the normal
purchases and sales exception. Accordingly, the contracts are not reflected in the balance sheet
at fair value and revenues from the contracts are recognized as the natural gas is delivered under
the terms of the contracts. The estimated fair value of such contracts at October 31, 2009, was
$7,893,000 which is determined by comparing the anticipated future cash flows using both the
current natural gas spot price and the price of the Companys fixed-price physical delivery forward
sales contracts.
Additionally, the Company has foreign operations that have significant costs denominated in foreign
currencies, and thus is exposed to risks associated with changes in foreign currency exchange
rates. At any point in time, the Company might use various hedge instruments, primarily foreign
currency option contracts, to manage the exposures associated with forecasted expatriate labor
costs and purchases of operating supplies. As of October 31, 2009, the Company held option
contracts with an aggregate U.S. dollar notional value of $2,500,000 which are intended to hedge
exposure to Australian dollar fluctuations over a period to January 31, 2010. As of October 31,
2009 and January 31, 2009, respectively, the fair value of outstanding derivatives was a gain of
$621,000, recorded in other current assets, and a loss of $158,000, recorded in other accrued
expenses on the consolidated balance sheet. The fair value of foreign currency contracts is
estimated based on comparable quotes from brokers. The Company does not enter into foreign currency
derivative financial instruments for speculative or trading purposes.
7. Other Comprehensive Income
Components of other comprehensive (loss) income are summarized as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
October 31, |
|
|
October 31, |
|
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
Net income (loss) |
|
$ |
6,621 |
|
|
$ |
11,865 |
|
|
$ |
(1,023 |
) |
|
$ |
37,523 |
|
Other comprehensive income (loss), net of taxes: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments |
|
|
1,049 |
|
|
|
(2,789 |
) |
|
|
2,852 |
|
|
|
(2,350 |
) |
Change in unrealized loss of foreign exchange contracts |
|
|
(106 |
) |
|
|
|
|
|
|
475 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
|
7,564 |
|
|
|
9,076 |
|
|
|
2,304 |
|
|
|
35,173 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss attributable to the noncontrolling
interest |
|
|
|
|
|
|
362 |
|
|
|
|
|
|
|
362 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income attributable to Layne |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Christensen Company |
|
$ |
7,564 |
|
|
$ |
9,438 |
|
|
$ |
2,304 |
|
|
$ |
35,535 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16
The components of accumulated other comprehensive loss for the nine months ended October 31, 2009
and 2008 are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized |
|
|
Accumulated |
|
|
|
Cumulative |
|
|
Unrecognized |
|
|
Gain (Loss) |
|
|
Other |
|
|
|
Translation |
|
|
Pension |
|
|
on Exchange |
|
|
Comprehensive |
|
|
|
Adjustment |
|
|
Liability |
|
|
Contracts |
|
|
Loss |
|
Balance, February 1, 2009 |
|
$ |
(8,940 |
) |
|
$ |
(1,017 |
) |
|
$ |
(96 |
) |
|
$ |
(10,053 |
) |
Period change |
|
|
2,852 |
|
|
|
|
|
|
|
475 |
|
|
|
3,327 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, October 31, 2009 |
|
$ |
(6,088 |
) |
|
$ |
(1,017 |
) |
|
$ |
379 |
|
|
$ |
(6,726 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized |
|
|
Accumulated |
|
|
|
Cumulative |
|
|
Unrecognized |
|
|
Gain (Loss) |
|
|
Other |
|
|
|
Translation |
|
|
Pension |
|
|
on Exchange |
|
|
Comprehensive |
|
|
|
Adjustment |
|
|
Liability |
|
|
Contracts |
|
|
Loss |
|
Balance, February 1, 2008 |
|
$ |
(6,391 |
) |
|
$ |
(596 |
) |
|
$ |
|
|
|
$ |
(6,987 |
) |
Period change |
|
|
(2,350 |
) |
|
|
|
|
|
|
|
|
|
|
(2,350 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, October 31, 2008 |
|
$ |
(8,741 |
) |
|
$ |
(596 |
) |
|
$ |
|
|
|
$ |
(9,337 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
8. Litigation Settlement Gains
In fiscal 2000, the Company initiated litigation against a former owner of a subsidiary and
associated partners. The action stemmed from alleged competition in violation of non-competition
agreements, and sought damages for lost profits and recovery of legal expenses. During the first
quarter of fiscal 2010, the Company entered into an agreement whereby it received certain land and
buildings in settlement of these claims. The settlement was valued at $2,828,000, based on
managements estimate of the fair market value of the land and buildings received considering
current market conditions and information provided by a third party appraisal.
In fiscal 2008, the Company initiated litigation against former officers of a subsidiary and
associated energy production companies. During September 2008, the Company entered into a
settlement agreement whereby it received certain payments over a period through September 2009.
Payments of $667,000 and $2,173,000 were received during nine months ended October 31, 2009 and
2008, respectively, net of contingent attorney fees.
9. Other Income (Expense)
Other income (expense) consisted of the following for the three and nine months ended October
31, 2009 and 2008 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
October 31, |
|
|
October 31, |
|
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
Gain (loss) from disposal of property and equipment |
|
$ |
(27 |
) |
|
$ |
77 |
|
|
$ |
(20 |
) |
|
$ |
(42 |
) |
Interest income |
|
|
110 |
|
|
|
123 |
|
|
|
330 |
|
|
|
949 |
|
Currency exchange (loss) gain |
|
|
(83 |
) |
|
|
(22 |
) |
|
|
(652 |
) |
|
|
1 |
|
Other |
|
|
290 |
|
|
|
130 |
|
|
|
(6 |
) |
|
|
47 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
290 |
|
|
$ |
308 |
|
|
$ |
(348 |
) |
|
$ |
955 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10. Employee Benefit Plans
The Company sponsors a pension plan covering certain hourly employees not covered by
union-sponsored, multi-employer plans. Benefits are computed based mainly on years of service.
The Company makes annual contributions to the plan substantially equal to the amounts required to
maintain the qualified status of the plan. Contributions are intended to provide for benefits
related to past and current service with the Company. Effective December 31, 2003, the Company
froze the pension plan. Benefits will no longer be accrued after December 31, 2003, and no further
employees will be added to the Plan. The Company expects to use assets of the plan to settle its
benefit obligations by January 31, 2010.
17
Net periodic pension cost for the three and nine months ended October 31, 2009 and 2008
includes the following components (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
October 31, |
|
|
October 31, |
|
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
Service cost |
|
$ |
22 |
|
|
$ |
26 |
|
|
$ |
66 |
|
|
$ |
79 |
|
Interest cost |
|
|
119 |
|
|
|
125 |
|
|
|
357 |
|
|
|
374 |
|
Expected return on assets |
|
|
(67 |
) |
|
|
(148 |
) |
|
|
(201 |
) |
|
|
(443 |
) |
Net amortization |
|
|
26 |
|
|
|
31 |
|
|
|
78 |
|
|
|
98 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic pension cost |
|
$ |
100 |
|
|
$ |
34 |
|
|
$ |
300 |
|
|
$ |
108 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company also provides supplemental retirement benefits to its chief executive officer.
Benefits are computed based on the compensation earned during the highest five consecutive years of
employment reduced for a portion of Social Security benefits and an annuity equivalent of the chief
executives defined contribution plan balance. The Company does not contribute to the plan or
maintain any investment assets related to the expected benefit obligation. The Company has
recognized the full amount of its actuarially determined pension liability. Net periodic pension
cost of the supplemental retirement benefits for the three and nine months ended October 31, 2009
and 2008 include the following components (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
October 31, |
|
|
October 31, |
|
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
Service cost |
|
$ |
73 |
|
|
$ |
62 |
|
|
$ |
219 |
|
|
$ |
186 |
|
Interest cost |
|
|
44 |
|
|
|
32 |
|
|
|
132 |
|
|
|
98 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic pension cost |
|
$ |
117 |
|
|
$ |
94 |
|
|
$ |
351 |
|
|
$ |
284 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11.
Fair Value Measurements
In September 2006, the FASB issued guidance now codified within ASC Topic 820, Fair Value
Measurements and Disclosures, which defines fair value, establishes a three-level fair value
hierarchy based upon the assumptions (inputs) used to price assets or liabilities, and expands
disclosures about fair value measurements. The hierarchy requires the Company to maximize the use
of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used
to measure fair value are listed below:
|
|
Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities. |
|
|
Level 2 Observable inputs other than those included in Level 1, such as quoted market
prices for similar assets and liabilities in active markets or quoted prices for identical
assets in inactive markets. |
|
|
Level 3 Unobservable inputs reflecting our own assumptions and best estimate of what
inputs market participants would use in pricing an asset or liability. |
The Companys assessment of the significance of a particular input to the fair value in its
entirety requires judgment and considers factors specific to the asset or liability. The Companys
financial instruments held at fair value, which include short term cash equivalents, restricted
deposits held in acquisition escrow accounts, and foreign exchange forward contracts, are presented
below as of October 31, 2009 and January 31, 2009 (in thousands):
18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying |
|
|
Fair Value Measurements |
|
|
|
Value |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
October 31, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents held at fair value |
|
$ |
30,229 |
|
|
$ |
30,229 |
|
|
$ |
|
|
|
$ |
|
|
Restricted deposits held at fair value |
|
|
4,415 |
|
|
|
4,415 |
|
|
|
|
|
|
|
|
|
Foreign currency contracts |
|
|
621 |
|
|
|
|
|
|
|
621 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
35,265 |
|
|
$ |
34,644 |
|
|
$ |
621 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 31, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted deposits held at fair value |
|
$ |
1,929 |
|
|
$ |
1,929 |
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency contracts |
|
$ |
(158 |
) |
|
$ |
|
|
|
$ |
(158 |
) |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company had no Level 3 fair value measurements during the nine months ended October 31, 2009,
or for the year ended January 31, 2009.
12.
Stock and Stock Option Plans
In October 2008, the Company amended the Rights Agreement signed October 1998 whereby the
Company has authorized and declared a dividend of one preferred share purchase right (Right) for
each outstanding common share of the Company. Subject to limited exceptions, the Rights are
exercisable if a person or group acquires or announces a tender offer for 20% or more of the
Companys common stock. Each Right will entitle shareholders to buy one one-hundredth of a share
of a newly created Series A Junior Participating Preferred Stock of the Company at an exercise
price of $75.00. The Company is entitled to redeem the Right at $0.01 per Right at any time before
a person has acquired 20% or more of the Companys outstanding common stock. The Rights expire
three years from the date of grant.
The Company has stock option and employee incentive plans that provide for the granting of options
to purchase or the issuance of shares of common stock at a price fixed by the Board of Directors or
a committee. As of October 31, 2009, there were an aggregate of 2,850,000 shares registered under
the plans, 1,537,000 of which remain available to be granted under the plans. Of this amount,
250,000 shares may only be granted as stock in payment of bonuses, and 1,287,000 may be issued as
stock or options. The Company has the ability to issue shares under the plans either from new
issuances or from treasury, although it has previously always issued new shares and expects to
continue to issue new shares in the future. For the nine months ended October 31, 2009, the Company
granted approximately 13,000 restricted shares which generally ratably vest over periods of one to
four years from the grant date.
The Company recognized $4,762,000 and $3,063,000 of compensation cost for these share-based plans
during the nine months ended October 31, 2009 and 2008, respectively. Of these amounts, $1,074,000
and $1,026,000, respectively, related to nonvested stock. The total income tax benefit recognized
for share-based compensation arrangements was $1,857,000 and $1,184,000 for the nine months ended
October 31, 2009 and 2008, respectively.
A summary of nonvested share activity for the nine months ended October 31, 2009, is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average |
|
|
Intrinsic |
|
|
|
Number of |
|
|
Grant Date |
|
|
Value (in |
|
|
|
Shares |
|
|
Fair Value |
|
|
thousands) |
|
|
|
|
Nonvested stock at January 31, 2009 |
|
|
89,809 |
|
|
$ |
40.48 |
|
|
|
|
|
|
|
|
Granted |
|
|
12,771 |
|
|
|
17.79 |
|
|
|
|
|
Vested |
|
|
(23,244 |
) |
|
|
42.51 |
|
|
|
|
|
|
|
|
Nonvested stock at October 31,2009 |
|
|
79,336 |
|
|
$ |
36.23 |
|
|
$ |
2,055 |
|
|
|
|
19
Significant option groups outstanding at October 31, 2009, related exercise price and
remaining contractual term follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Remaining |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contractual |
Grant |
|
Options |
|
Options |
|
Exercise |
|
Term |
Date |
|
Outstanding |
|
Exercisable |
|
Price |
|
(Months) |
|
2/00 |
|
|
1,900 |
|
|
|
1,900 |
|
|
$ |
5.500 |
|
|
|
4 |
|
4/00 |
|
|
13,794 |
|
|
|
13,794 |
|
|
|
3.495 |
|
|
|
6 |
|
6/04 |
|
|
20,000 |
|
|
|
20,000 |
|
|
|
16.600 |
|
|
|
56 |
|
6/04 |
|
|
71,526 |
|
|
|
71,526 |
|
|
|
16.650 |
|
|
|
56 |
|
6/05 |
|
|
10,000 |
|
|
|
10,000 |
|
|
|
17.540 |
|
|
|
68 |
|
9/05 |
|
|
140,332 |
|
|
|
140,332 |
|
|
|
23.050 |
|
|
|
71 |
|
1/06 |
|
|
191,481 |
|
|
|
138,923 |
|
|
|
27.870 |
|
|
|
75 |
|
6/06 |
|
|
10,000 |
|
|
|
10,000 |
|
|
|
29.290 |
|
|
|
80 |
|
6/06 |
|
|
70,000 |
|
|
|
52,500 |
|
|
|
29.290 |
|
|
|
80 |
|
6/07 |
|
|
65,625 |
|
|
|
30,625 |
|
|
|
42.260 |
|
|
|
92 |
|
7/07 |
|
|
33,000 |
|
|
|
16,500 |
|
|
|
42.760 |
|
|
|
93 |
|
9/07 |
|
|
3,000 |
|
|
|
1,500 |
|
|
|
55.480 |
|
|
|
95 |
|
2/08 |
|
|
74,524 |
|
|
|
24,835 |
|
|
|
35.710 |
|
|
|
99 |
|
1/09 |
|
|
6,000 |
|
|
|
6,000 |
|
|
|
24.010 |
|
|
|
110 |
|
2/09 |
|
|
201,311 |
|
|
|
|
|
|
|
15.780 |
|
|
|
111 |
|
2/09 |
|
|
4,580 |
|
|
|
4,580 |
|
|
|
15.780 |
|
|
|
111 |
|
6/09 |
|
|
108,582 |
|
|
|
|
|
|
|
21.990 |
|
|
|
115 |
|
6/09 |
|
|
2,472 |
|
|
|
2,472 |
|
|
|
21.990 |
|
|
|
115 |
|
|
|
|
|
1,028,127 |
|
|
|
545,487 |
|
|
|
|
|
|
|
|
|
|
All options were granted at an exercise price equal to the fair market value of the Companys
common stock at the date of grant. The weighted average fair value at the date of grant for the
options granted was $9.92 and $16.54 for the nine months ended October 31, 2009 and 2008,
respectively. The options have terms of ten years from the date of grant and generally vest ratably
over periods of one month to five years. Transactions for stock options for the nine months ended
October 31, 2009, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
Remaining |
|
|
Intrinsic |
|
|
|
Number of |
|
|
Average |
|
|
Contractual Term |
|
|
Value |
|
|
|
Shares |
|
|
Exercise Price |
|
|
(years) |
|
|
(in thousands) |
|
Stock Option Activity Summary: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at February 1, 2009 |
|
|
741,441 |
|
|
$ |
27.435 |
|
|
|
6.99 |
|
|
$ |
279 |
|
Granted |
|
|
316,945 |
|
|
|
17.956 |
|
|
|
|
|
|
|
|
|
Exercised |
|
|
(30,259 |
) |
|
|
16.971 |
|
|
|
|
|
|
|
343 |
|
Canceled |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeited |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expired |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at October 31, 2009 |
|
|
1,028,127 |
|
|
|
24.820 |
|
|
|
7.25 |
|
|
|
4,208 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares Exercisable |
|
|
545,487 |
|
|
|
25.545 |
|
|
|
6.04 |
|
|
|
1,746 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The aggregate intrinsic value was calculated using the difference between the current market price
and the exercise price for only those options that have an exercise price less than the current
market price.
13. Operating Segments
The Company is a multinational company that provides sophisticated services and related
products to a variety of markets, as well as being a producer of unconventional natural gas for the
energy market. Management defines the Companys operational organizational structure into discrete
divisions based on its primary product lines. Each division comprises a combination of individual
district offices, which primarily offer similar types of services and serve similar types of
markets. The Companys reportable segments are defined as follows:
20
Water Infrastructure Division
This division provides a full line of water-related services and products including
hydrological studies, site selection, well design, drilling and development, pump installation, and
well rehabilitation. The divisions offerings also include the design and construction of water
and wastewater treatment facilities, the provision of filter media and membranes to treat volatile
organics and other contaminants such as nitrates, iron, manganese, arsenic, radium and radon in
groundwater, Ranney collector wells, sewer rehabilitation and water and wastewater transmission
lines. The division also offers environmental services to assess and monitor groundwater
contaminants.
Mineral Exploration Division
This division provides a complete range of drilling services for the mineral exploration
industry. Its aboveground and underground drilling activities include all phases of core drilling,
diamond, reverse circulation, dual tube, hammer and rotary air-blast methods.
Energy Division
This division focuses on exploration and production of unconventional gas properties,
primarily concentrating on projects in the mid-continent region of the United States.
Other
Other includes two small specialty energy service companies and any other specialty operations
not included in one of the other divisions.
Financial information (in thousands) for the Companys operating segments are presented below.
Unallocated corporate expenses primarily consist of general and administrative functions performed
on a company-wide basis and benefiting all operating segments. These costs include accounting,
financial reporting, internal audit, safety, treasury, corporate and securities law, tax
compliance, certain executive management (chief executive officer, chief financial officer and
general counsel) and board of directors.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
October 31, |
|
|
October 31, |
|
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Water infrastructure |
|
$ |
174,345 |
|
|
$ |
198,613 |
|
|
$ |
516,573 |
|
|
$ |
575,191 |
|
Mineral exploration |
|
|
30,713 |
|
|
|
53,154 |
|
|
|
85,764 |
|
|
|
163,823 |
|
Energy |
|
|
11,743 |
|
|
|
10,859 |
|
|
|
34,052 |
|
|
|
34,824 |
|
Other |
|
|
999 |
|
|
|
1,857 |
|
|
|
2,830 |
|
|
|
4,827 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
$ |
217,800 |
|
|
$ |
264,483 |
|
|
$ |
639,219 |
|
|
$ |
778,665 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity in earnings of affiliates
Mineral exploration |
|
$ |
1,239 |
|
|
$ |
4,803 |
|
|
$ |
5,525 |
|
|
$ |
11,112 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Water infrastructure |
|
$ |
11,675 |
|
|
$ |
13,131 |
|
|
$ |
24,455 |
|
|
$ |
35,470 |
|
Mineral exploration |
|
|
1,984 |
|
|
|
11,908 |
|
|
|
7,294 |
|
|
|
38,823 |
|
Energy |
|
|
4,659 |
|
|
|
2,631 |
|
|
|
(10,226 |
) |
|
|
10,673 |
|
Other |
|
|
112 |
|
|
|
344 |
|
|
|
249 |
|
|
|
1,203 |
|
Unallocated corporate expenses |
|
|
(6,285 |
) |
|
|
(6,750 |
) |
|
|
(19,109 |
) |
|
|
(19,571 |
) |
Interest expense |
|
|
(584 |
) |
|
|
(838 |
) |
|
|
(2,206 |
) |
|
|
(2,798 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total income before income taxes |
|
$ |
11,561 |
|
|
$ |
20,426 |
|
|
$ |
457 |
|
|
$ |
63,800 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Geographic Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States |
|
$ |
190,234 |
|
|
$ |
222,799 |
|
|
$ |
563,503 |
|
|
$ |
643,181 |
|
Africa/Australia |
|
|
11,631 |
|
|
|
23,222 |
|
|
|
36,147 |
|
|
|
78,059 |
|
Mexico |
|
|
6,881 |
|
|
|
10,333 |
|
|
|
17,877 |
|
|
|
34,075 |
|
Other foreign |
|
|
9,054 |
|
|
|
8,129 |
|
|
|
21,692 |
|
|
|
23,350 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
$ |
217,800 |
|
|
$ |
264,483 |
|
|
$ |
639,219 |
|
|
$ |
778,665 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21
14. Contingencies
The Companys drilling activities involve certain operating hazards that can result in
personal injury or loss of life, damage and destruction of property and equipment, damage to the
surrounding areas, release of hazardous substances or wastes and other damage to the environment,
interruption or suspension of drill site operations and loss of revenues and future business. The
magnitude of these operating risks is amplified when the Company, as is frequently the case,
conducts a project on a fixed-price, bundled basis where the Company delegates certain functions to
subcontractors but remains responsible to the customer for the subcontracted work. In addition,
the Company is exposed to potential liability under foreign, federal, state and local laws and
regulations, contractual indemnification agreements or otherwise in connection with its services
and products. Litigation arising from any such occurrences may result in the Company being named
as a defendant in lawsuits asserting large claims. Although the Company maintains insurance
protection that it considers economically prudent, there can be no assurance that any such
insurance will be sufficient or effective under all circumstances or against all claims or hazards
to which the Company may be subject or that the Company will be able to continue to obtain such
insurance protection. A successful claim or damage resulting from a hazard for which the Company
is not fully insured could have a material adverse effect on the Company. In addition, the Company
does not maintain political risk insurance with respect to its foreign operations.
The Company is involved in various matters of litigation, claims and disputes which have arisen in
the ordinary course of the Companys business. The Company believes that the ultimate disposition
of these matters will not, individually and in the aggregate, have a material adverse effect upon
its business or consolidated financial position, results of operations or cash flows.
On April 30, 2008, Levelland/Hockley County Ethanol, LLC (Levelland) filed a Complaint against
the Company in the District Court for Hockley County, Texas. On May 28, 2008, the Company removed
the case to the United States District Court for the Northern District of Texas, Lubbock Division.
On June 2, 2008, Levelland filed a First Amended Complaint against the Company in the Federal
District Court for the Northern District of Texas, Lubbock Division. Levelland owns an ethanol
plant located in Levelland, Texas. In July 2007, Levelland entered into a lease agreement with the
Company for certain water treatment equipment for the ethanol plant. Levelland alleged that the
equipment leased from the Company failed to treat the water coming into the ethanol plant to
required levels. The First Amended Complaint sought damages for breach of contract, breach of
warranty, violation of the Texas Deceptive Trade Practices Act, negligence, negligent
misrepresentation and fraud in connection with the design and construction of the water treatment
facility. The Company and Levelland reached agreement on a settlement of the matter during the
third quarter of fiscal 2010. No additional expense was necessary as a result of the settlement.
Item 1A. Risk Factors
There have been no significant changes to the risk factors disclosed under Item 1A in our
Annual Report on form 10-K for the year ended January 31, 2009.
Item 2. Managements Discussion and Analysis of Results of Operations and Financial Condition
Cautionary Language Regarding Forward-Looking Statements
This Form 10-Q may contain forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Exchange Act of 1934. Such statements may include,
but are not limited to, statements of plans and objectives, statements of future economic
performance and statements of assumptions underlying such statements, and statements of
managements intentions, hopes, beliefs, expectations or predictions of the future. Forward-looking
statements can often be identified by the use of forward-looking terminology, such as should,
intended, continue, believe, may, hope, anticipate, goal, forecast, plan,
estimate and similar words or phrases. Such statements are based on current expectations and are
subject to certain risks, uncertainties and assumptions, including but not limited to prevailing
prices for various commodities, unanticipated slowdowns in the Companys major markets, the
availability of credit, the risks and uncertainties normally incident to the construction industry
and exploration for and development and production of oil and gas, the impact of competition, the
effectiveness of operational changes expected to increase efficiency and productivity, worldwide
economic and political conditions and foreign currency fluctuations that may affect worldwide
results of operations. Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially and adversely from those
anticipated, estimated or projected. These forward-looking statements are made as of the date of
this filing, and the Company assumes no obligation to update such forward-looking statements or to
update the reasons why actual results could differ materially from those anticipated in such
forward-looking statements.
22
Results of Operations
The following table presents, for the periods indicated, the percentage relationship which
certain items reflected in the Companys consolidated statements of income bear to revenues and the
percentage increase or decrease in the dollar amount of such items period to period.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
|
Nine Months |
|
|
Period-to-Period |
|
|
|
Ended October 31, |
|
|
Ended October 31, |
|
|
Change |
|
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
|
Three |
|
|
Nine |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Months |
|
|
Months |
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Water infrastructure |
|
|
80.0 |
% |
|
|
75.1 |
% |
|
|
80.8 |
% |
|
|
73.9 |
% |
|
|
(12.2 |
)% |
|
|
(10.2 |
)% |
Mineral exploration |
|
|
14.1 |
|
|
|
20.1 |
|
|
|
13.4 |
|
|
|
21.0 |
|
|
|
(42.2 |
) |
|
|
(47.6 |
) |
Energy |
|
|
5.4 |
|
|
|
4.1 |
|
|
|
5.3 |
|
|
|
4.5 |
|
|
|
8.1 |
|
|
|
(2.2 |
) |
Other |
|
|
0.5 |
|
|
|
0.7 |
|
|
|
0.5 |
|
|
|
0.6 |
|
|
|
(46.2 |
) |
|
|
(41.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net revenues |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
(17.7 |
) |
|
|
(17.9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues |
|
|
(74.3 |
)% |
|
|
(75.3 |
)% |
|
|
(76.2 |
)% |
|
|
(74.5 |
)% |
|
|
(18.8 |
) |
|
|
(16.0 |
) |
Selling, general and administrative expenses |
|
|
(14.5 |
) |
|
|
(13.5 |
) |
|
|
(14.6 |
) |
|
|
(13.5 |
) |
|
|
(11.7 |
) |
|
|
(11.2 |
) |
Depreciation, depletion and amortization |
|
|
(6.5 |
) |
|
|
(5.2 |
) |
|
|
(6.7 |
) |
|
|
(5.0 |
) |
|
|
4.9 |
|
|
|
9.9 |
|
Impairment of oil and gas properties |
|
|
|
|
|
|
(0.8 |
) |
|
|
(3.4 |
) |
|
|
(0.3 |
) |
|
|
|
* |
|
|
|
* |
Litigation settlement gains |
|
|
0.2 |
|
|
|
0.8 |
|
|
|
0.5 |
|
|
|
0.3 |
|
|
|
(84.6 |
) |
|
|
60.8 |
|
Equity in earnings of affiliates |
|
|
0.6 |
|
|
|
1.8 |
|
|
|
0.8 |
|
|
|
1.4 |
|
|
|
(74.2 |
) |
|
|
(50.3 |
) |
Interest expense |
|
|
(0.3 |
) |
|
|
(0.3 |
) |
|
|
(0.4 |
) |
|
|
(0.4 |
) |
|
|
(30.3 |
) |
|
|
(21.2 |
) |
Other, net |
|
|
0.1 |
|
|
|
0.2 |
|
|
|
|
|
|
|
0.2 |
|
|
|
(5.8 |
) |
|
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
5.3 |
|
|
|
7.7 |
|
|
|
|
|
|
|
8.2 |
|
|
|
(43.4 |
) |
|
|
(99.3 |
) |
Income tax expense |
|
|
(2.3 |
) |
|
|
(3.2 |
) |
|
|
(0.2 |
) |
|
|
(3.3 |
) |
|
|
(42.3 |
) |
|
|
(94.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
|
3.0 |
% |
|
|
4.5 |
% |
|
|
(0.2 |
)% |
|
|
4.9 |
% |
|
|
(44.2 |
) |
|
|
(102.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss attributable to noncontrolling interest |
|
|
|
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
|
|
* |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to Layne
Christensen Company |
|
|
3.0 |
% |
|
|
4.6 |
% |
|
|
(0.2 |
)% |
|
|
4.9 |
% |
|
|
(45.8 |
) |
|
|
(102.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* not meaningful
Revenues, equity in earnings of affiliates and income before income taxes pertaining to the
Companys operating segments are presented below. Intersegment revenues, if any, are accounted for
based on the fair market value of the services provided. Unallocated corporate expenses primarily
consist of general and administrative functions performed on a company-wide basis and benefiting
all operating segments. These costs include accounting, financial reporting, internal audit,
safety, treasury, corporate and securities law, tax compliance, certain executive management (chief
executive officer, chief financial officer and general counsel), and board of directors. Operating
segment revenues and income before income taxes are summarized as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
October 31, |
|
|
October 31, |
|
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Water infrastructure |
|
$ |
174,345 |
|
|
$ |
198,613 |
|
|
$ |
516,573 |
|
|
$ |
575,191 |
|
Mineral exploration |
|
|
30,713 |
|
|
|
53,154 |
|
|
|
85,764 |
|
|
|
163,823 |
|
Energy |
|
|
11,743 |
|
|
|
10,859 |
|
|
|
34,052 |
|
|
|
34,824 |
|
Other |
|
|
999 |
|
|
|
1,857 |
|
|
|
2,830 |
|
|
|
4,827 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
$ |
217,800 |
|
|
$ |
264,483 |
|
|
$ |
639,219 |
|
|
$ |
778,665 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity in earnings of affiliates
Mineral exploration |
|
$ |
1,239 |
|
|
$ |
4,803 |
|
|
$ |
5,525 |
|
|
$ |
11,112 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
Water infrastructure |
|
$ |
11,675 |
|
|
$ |
13,131 |
|
|
$ |
24,455 |
|
|
$ |
35,470 |
|
Mineral exploration |
|
|
1,984 |
|
|
|
11,908 |
|
|
|
7,294 |
|
|
|
38,823 |
|
Energy |
|
|
4,659 |
|
|
|
2,631 |
|
|
|
(10,226 |
) |
|
|
10,673 |
|
Other |
|
|
112 |
|
|
|
344 |
|
|
|
249 |
|
|
|
1,203 |
|
Unallocated corporate expenses |
|
|
(6,285 |
) |
|
|
(6,750 |
) |
|
|
(19,109 |
) |
|
|
(19,571 |
) |
Interest expense |
|
|
(584 |
) |
|
|
(838 |
) |
|
|
(2,206 |
) |
|
|
(2,798 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total income before income taxes |
|
$ |
11,561 |
|
|
$ |
20,426 |
|
|
$ |
457 |
|
|
$ |
63,800 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23
Revenues decreased $46,683,000, or 17.7%, to $217,800,000 for the three months ended October 31,
2009, and $139,446,000, or 17.9%, to $639,219,000 for the nine months ended October 31, 2009, as
compared to the same periods last year. A further discussion of results of operations by division
is presented below.
Cost of revenues were $161,781,000, or 74.3% of revenues and $487,234,000 or 76.2% of revenues for
the three and nine months ended October 31, 2009, compared to $199,232,000, or 75.3% of revenues
and $580,067,000, or 74.5% of revenues, for the same periods last year. The decrease as a
percentage of revenue for the three months was primarily the result of better than average margins
on a flood control project in New Orleans. The increase as a percentage of revenues for the nine
months was primarily focused in the water infrastructure division as the result of a shift in
revenue mix to a higher concentration of heavy construction, which typically carries a lower
margin, difficulties on several projects and pricing pressures from increased competition.
Selling, general and administrative expenses were $31,504,000 and $93,508,000 for the three and
nine months ended October 31, 2009, compared to $35,684,000 and $105,257,000 for the same periods
last year. The decreases were primarily the result of decreased compensation related expenses,
lower legal and professional fees and reduced travel. These reductions were partially offset for
the nine months by increased non-income tax expenses of $2,569,000. Compensation expenses declined
for the periods based on lower accruals for incentive compensation given the Companys reduced
earnings, as well as headcount reductions. Other expense reductions were primarily due to lower
activity levels and cost control measures. The increased non-income tax expenses for the nine
months were primarily due to a reassessment in the first quarter of the recoverability of value
added tax balances and additional accruals for other non-income tax expenses in certain foreign
jurisdictions given recent declines in those economies.
Depreciation, depletion and amortization were $14,233,000 and $42,844,000 for the three and nine
months ended October 31, 2009, compared to $13,573,000 and $38,969,000 for the same periods last
year. The increases were primarily due to higher depletion in the energy division as a result of
reduced estimated proven oil and gas reserves. The reserves have been reduced primarily due to
lower spot gas prices at period ends, which are used in estimating future economic production.
Higher depletion charges are expected to continue unless gas pricing improves and economic reserve
levels increase.
The Company recorded a non-cash Ceiling Test impairment of oil and gas properties of $21,642,000 in
the second quarter of fiscal 2010, primarily as a result of a significant continued decline in
natural gas prices and the expiration of higher priced forward sales contracts. Spot gas prices
improved somewhat from July 31 to October 31, 2009, and as a result no additional impairment was
necessary as of October 31, 2009. There were no Ceiling Test impairments recorded for the nine
months ending October 31, 2008. The impairment of oil and gas properties recorded in the nine
months ended October 31, 2008 relates to the Companys exploration project in Chile, begun in 2008.
Following initial core testing and further evaluation of infrastructure requirements, it was
determined that recovery of our investment was not likely and the costs were written off.
The Company received litigation settlement gains of $334,000 and $3,495,000 for the three and nine
months ended October 31, 2009. The settlements included receipt of land and buildings valued at
$2,828,000, and cash receipts of $667,000, net of contingent attorney fees. Cash receipts, net of
contingent attorney fees, of $2,173,000 were received for the nine months ended October 31, 2008.
Equity in earnings of affiliates were $1,239,000 and $5,525,000 for the three and nine months ended
October 31, 2009, compared to $4,803,000 and $11,112,000 for the same periods last year. The
decreases reflect the impact of a soft minerals exploration market in Latin America, primarily for
gold and copper. We expect our equity in earnings of affiliates to remain positive, but reduced
from prior year levels, through the balance of the fiscal year.
Interest expense decreased to $584,000 and $2,206,000 for the three and nine months ended October
31, 2009, compared to $838,000 and $2,798,000 for the same periods last year. The decreases were a
result of scheduled debt reductions.
Income tax expenses of $4,940,000 (an effective rate of 42.7%) and $1,480,000 (an effective rate of
323.9%) were recorded for the three and nine months ended October 31, 2009, including an $8,603,000
benefit related to the non-cash impairment charge of proved oil and gas properties recorded as a
discrete item in the second quarter of fiscal 2010. Excluding the impairment and related tax
benefit, the Company would have recorded income tax expense of $4,940,000 (an effective rate of
42.7%) and $10,083,000 (an effective rate of 45.6%) for the three and nine months ended October 31,
2009, compared to income tax expense of $8,561,000 (an effective rate of 41.9%) and $26,277,000 (an
effective rate of 41.2%) for the same periods last year. The increases in these effective rates
were primarily attributable to the impact of nondeductible expenses as pretax income declined. The
effective rate in excess of the statutory federal rate for the periods was due primarily to the
impact of nondeductible expenses and the tax treatment of certain foreign operations.
24
Water Infrastructure Division
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
Nine months ended |
|
|
|
October 31, |
|
|
October 31, |
|
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
Revenues |
|
$ |
174,345 |
|
|
$ |
198,613 |
|
|
$ |
516,573 |
|
|
$ |
575,191 |
|
Income before income taxes |
|
|
11,675 |
|
|
|
13,131 |
|
|
|
24,455 |
|
|
|
35,470 |
|
Water infrastructure revenues decreased 12.2% to $174,345,000 and 10.2% to $516,573,000 for the
three and nine months ended October 31, 2009, respectively, as compared to $198,613,000 and
$575,191,000 for the same periods last year. The decreases occurred across all major product lines,
except pipeline construction which has increased due primarily to expanded projects in Colorado,
and water and wastewater treatment plant construction, primarily in the southeastern U.S. Although
revenues were down across the country, the most affected locations were in the western U.S., where
weakness in housing construction and lower municipal government spending has significantly impacted
our markets. Revenues for our specialty geoconstruction services, although down for the nine
months, did increase for the three months ended October 31, 2009, due to a contract to assist in
flood control in New Orleans. The contract is expected to last into the first quarter of fiscal
2011.
Income before income taxes for the water infrastructure division decreased 11.1% to $11,675,000 and
31.1% to $24,455,000 for the three and nine months ended October 31, 2009, respectively, compared
to $13,131,000 and $35,470,000 for the same periods last year. Reduced revenue levels and
margin pressures from increased competition, as well as difficulties on several projects,
contributed to the declines. Profits on the New Orleans project did partially offset declines in
the three months. Cost control measures, including headcount reductions, continue as we seek to
match expenses to lower activity levels in most of our product lines.
Bidding activity, particularly in the heavy construction markets, remains relatively strong albeit
with more competitors. The backlog for the water infrastructure division at October 31, 2009 was
$540,535,000 compared to $453,384,000 as of July 31, 2009, and $418,162,000 at October 31, 2008.
Mineral Exploration Division
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
Nine months ended |
|
|
|
October 31, |
|
|
October 31, |
|
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
Revenues |
|
$ |
30,713 |
|
|
$ |
53,154 |
|
|
$ |
85,764 |
|
|
$ |
163,823 |
|
Income before income taxes |
|
|
1,984 |
|
|
|
11,908 |
|
|
|
7,294 |
|
|
|
38,823 |
|
Mineral exploration revenues decreased 42.2% to $30,713,000 and 47.6% to $85,764,000 for the three
and nine months ended October 31, 2009, respectively, compared to $53,154,000 and $163,823,000 for
the same periods last year. The decreased activity levels which began in the fourth quarter of last
year continued, with revenue declines in virtually all of the divisions markets driven by economic
uncertainty despite higher than historical gold prices.
Income before income taxes for the mineral exploration division was down 83.3% to $1,984,000 and
81.2% to $7,294,000 for the three and nine months ended October 31, 2009, respectively, compared to
$11,908,000 and $38,823,000 for the same periods last year. During the nine month period in the
current year, we had two unusual items, receipt of a litigation settlement in Australia of
$2,828,000 and increased non-income tax expense of $2,569,000 due to a reassessment of the
recoverability of value added taxes and accruals for certain other non-income tax expenses in
foreign jurisdictions. Operations in North America were profitable, partially offset by losses in
Africa and Australia. The equity in earnings of affiliates declined at a slower rate than the
remainder of the division, reflecting higher stability from certain longer term contracts. We have
aggressively reduced staffing levels and other costs in dealing with the reduced market activity
and continue to explore opportunities to reduce costs further.
25
Energy Division
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
Nine months ended |
|
|
|
October 31, |
|
|
October 31, |
|
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
Revenues |
|
$ |
11,743 |
|
|
$ |
10,859 |
|
|
$ |
34,052 |
|
|
$ |
34,824 |
|
Income (loss) before income taxes |
|
|
4,659 |
|
|
|
2,631 |
|
|
|
(10,226 |
) |
|
|
10,673 |
|
Energy revenues increased 8.1% to $11,743,000 and decreased 2.2% to $34,052,000 for the three and
nine months ended October 31, 2009, respectively, compared to revenues of $10,859,000 and
$34,824,000 for the same periods last year. Higher prices on the forward sales contracts in place
increased revenues for the three and nine months ended October 31, 2009, although this was offset
for the nine months by lower transportation revenue for third party gas in the first six months of
the year. We anticipate holding production for the near term to levels sufficient to satisfy our
forward sales commitments.
As of October 31, 2009, the Company completed a determination of oil and gas reserves for the
energy division. This determination was made according to SEC guidelines and used gas prices at
October 31, 2009 of $4.01 per Mcf compared to $2.89 per Mcf at July 31, 2009 and $3.29 per Mcf at
January 31, 2009. Based on the reserve determination, no Ceiling Test impairment was required for
the three months ended October 31, 2009. In the second quarter of fiscal 2010 the Company recorded
a non-cash Ceiling Test impairment charge of $21,642,000, or $13,039,000 after income tax, for the
carrying value of the assets in excess of future net cash flows. If gas pricing does not improve
or the Company is not able to replace expiring forward sales contracts at attractive prices, an
additional impairment could occur in the fourth quarter. As of October 31, 2009, the remaining net
book value of assets subject to Ceiling Test impairment was $29,947,000.
The Company recorded a $2,014,000 non-cash impairment of oil and gas properties in the nine months
ended October 31, 2008, related to the Companys exploration project in Chile, begun in 2008.
Following initial core testing and further evaluation of infrastructure requirements, it was
determined that recovery of our investment was not likely and the costs were written off. During
the nine months ended October 31, 2009 and 2008, we recorded settlement gains, net of attorney
fees, of $667,000 and $2,173,000 respectively, related to litigation against former officers of a
subsidiary and associated energy production companies.
Excluding the non-cash impairment charges and litigation settlement gains, income before income
taxes for the energy division increased 75.0% to $4,325,000 and 2.2% to $10,749,000 for the three
and nine months ended October 31, 2009, respectively, compared to $2,472,000 and $10,514,000 for
the same periods last year. The increase in income before income taxes was primarily due to higher
prices and production volume on forward sales contracts in place compared to the prior year, and
steps taken to reduce operating costs and increase efficiency in our field operations, partially
offset by higher depletion based on decreased proved oil and gas reserves.
Unallocated Corporate Expenses
Corporate expenses not allocated to individual divisions, primarily included in selling,
general and administrative expenses, were $6,285,000 and $19,109,000 for the three and nine months
ended October 31, 2009, compared to $6,750,000 and $19,571,000 for the same periods last year. The
decreases were primarily a result of decreased expenses for legal and professional fees.
Liquidity and Capital Resources
Management exercises discretion regarding the liquidity and capital resource needs of its
business segments. This includes the ability to prioritize the use of capital and debt capacity, to
determine cash management policies and to make decisions regarding capital expenditures. The
Companys primary sources of liquidity have historically been cash from operations, supplemented by
borrowings under its credit facilities.
The Company maintains an agreement (the Master Shelf Agreement) under which it may issue
unsecured notes. Under the Master Shelf Agreement, the Company has an additional $50,000,000 of
unsecured notes available to be issued before September 15, 2012. At October 31, 2009, the Company
had $26,667,000 in notes outstanding under the Master Shelf Agreement. The Company also maintains
an unsecured $200,000,000 revolving credit facility (the Credit Agreement) which extends to
November 15, 2011. At October 31, 2009, the Company had letters of credit of $20,049,000 and no
borrowings outstanding under the Credit Agreement resulting in available capacity of $179,951,000.
The Companys Master Shelf Agreement and Credit Agreement each contain certain covenants including
restrictions on the incurrence of additional indebtedness and liens, investments, acquisitions,
transfer or sale of assets, transactions with affiliates and payment of dividends. These
provisions generally allow such activity to occur, subject to specific limitations and continued
26
compliance with financial maintenance covenants. Significant financial maintenance covenants are
fixed charge coverage ratio, maximum leverage ratio and minimum tangible net worth. Covenant levels
and definitions are consistent between the two agreements.
Compliance with the financial covenants is required on a quarterly basis, using the most recent
four fiscal quarters. The Companys fixed charge coverage ratio and leverage ratio covenants are
based on ratios utilizing adjusted EBITDA and adjusted EBITDAR, as defined in the agreements.
Adjusted EBITDA is generally defined as consolidated net income excluding net interest expense,
provision for income taxes, gains or losses from extraordinary items, gains or losses from the sale
of capital assets, non-cash items including depreciation and amortization, and share-based
compensation. Equity in earnings of affiliates is included only to the extent of dividends or
distributions received. Adjusted EBITDAR is defined as adjusted EBITDA, plus rent expense. The
Companys tangible net worth covenant is based on stockholders equity less intangible assets. All
of these measures are considered non-GAAP financial measures and are not intended to be in
accordance with accounting principles generally accepted in the United States.
The Companys minimum fixed charge coverage ratio covenant is the ratio of adjusted EBITDAR to the
sum of fixed charges. Fixed charges consist of rent expense, interest expense, and principal
payments of long-term debt. The Companys leverage ratio covenant is the ratio of total funded
indebtedness to adjusted EBITDA. Total funded indebtedness generally consists of outstanding debt,
capital leases, unfunded pension liabilities, asset retirement obligations and escrow liabilities.
The Companys tangible net worth covenant is measured based on stockholders equity, less
intangible assets, as compared to a threshold amount defined in the agreements. The threshold is
adjusted over time based on a percentage of net income and the proceeds from the issuance of equity
securities.
The Company is in compliance with its covenant and expects to remain so over the next year. As of
October 31, 2009 and 2008, the Companys actual and required covenant levels were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Actual |
|
|
Required |
|
|
Actual |
|
|
Required |
|
(dollars in thousands) |
|
October 31, 2009 |
|
|
October 31, 2009 |
|
|
October 31, 2008 |
|
|
October 31, 2008 |
|
|
Minimum fixed charge coverage ratio |
|
|
2.21 |
|
|
|
1.50 |
|
|
|
4.45 |
|
|
|
1.50 |
|
Maximum leverage ratio |
|
|
0.40 |
|
|
|
3.00 |
|
|
|
0.42 |
|
|
|
3.00 |
|
Minimum tangible net worth |
|
$ |
342,699 |
|
|
$ |
291,750 |
|
|
$ |
348,982 |
|
|
$ |
292,444 |
|
The Companys working capital as of October 31, 2009 and October 31, 2008 was $120,975,000 and
$120,377,000, respectively. The Company believes it will have sufficient cash from operations and
access to credit facilities to meet the Companys operating cash requirements and to fund its
anticipated capital expenditures for the next year.
Operating Activities
Cash provided by operating activities was $69,795,000 for the nine months ended October 31,
2009 as compared to cash provided by operating activities of $51,264,000 for the same period last
year. Although operating earnings have declined from last year, the Company has been able to
effectively manage its required working capital levels and generate additional cash flow.
Investing Activities
The Companys capital expenditures, net of disposals, of $29,544,000 for the nine months ended
October 31, 2009, were split between $25,465,000 to maintain and upgrade its equipment and
facilities and $4,079,000 toward the Companys operation in unconventional gas exploration and
production, including the construction of gas pipeline infrastructure near the Companys
development projects. This compares to equipment spending of $38,531,000 and gas exploration and
production spending of $22,758,000 in the same period last year. Over the course of fiscal 2010,
we expect equipment spending to be below last year. Gas exploration, production and pipeline
infrastructure spending will remain low until gas prices improve significantly. The Company spent
$9,819,000 and $8,895,000 on acquisitions, net of cash acquired, to complement its water
infrastructure division during the nine months ended October 31, 2009 and 2008, respectively.
Financing Activities
For the nine months ended October 31, 2009, the Company had no incremental borrowings under
its credit facilities. The Company made scheduled principal payments on the Senior Notes of
$13,333,000 in July 2009, and $6,667,000 in September 2009.
27
The Companys contractual obligations and commercial commitments as of October 31, 2009, are
summarized as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments/Expiration by Period |
|
|
|
|
|
|
|
Less than |
|
|
|
|
|
|
|
|
|
|
More than |
|
|
|
Total |
|
|
1 year |
|
|
1-3 years |
|
|
4-5 years |
|
|
5 years |
|
Contractual
obligations and other commercial commitments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior Notes |
|
$ |
26,667 |
|
|
$ |
20,000 |
|
|
$ |
6,667 |
|
|
$ |
|
|
|
$ |
|
|
Credit Agreement |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest payments |
|
|
3,886 |
|
|
|
2,896 |
|
|
|
990 |
|
|
|
|
|
|
|
|
|
Software financing obligations |
|
|
757 |
|
|
|
482 |
|
|
|
275 |
|
|
|
|
|
|
|
|
|
Operating leases |
|
|
32,353 |
|
|
|
11,884 |
|
|
|
14,264 |
|
|
|
5,181 |
|
|
|
1,024 |
|
Mineral interest obligations |
|
|
679 |
|
|
|
124 |
|
|
|
374 |
|
|
|
165 |
|
|
|
16 |
|
Income tax uncertainties |
|
|
250 |
|
|
|
250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total contractual obligations |
|
|
64,592 |
|
|
|
35,636 |
|
|
|
22,570 |
|
|
|
5,346 |
|
|
|
1,040 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Standby letters of credit |
|
|
20,049 |
|
|
|
20,049 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset retirement obligations |
|
|
1,364 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,364 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
contractual obligations and commercial commitments |
|
$ |
86,005 |
|
|
$ |
55,685 |
|
|
$ |
22,570 |
|
|
$ |
5,346 |
|
|
$ |
2,404 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company expects to meet its contractual cash obligations in the ordinary course of operations,
and that the standby letters of credit will be renewed in connection with its annual insurance
renewal process. Interest is payable on the Senior Notes at fixed interest rates of 6.05% and
5.40%. Interest is payable on the Credit Agreement at variable interest rates equal to, at the
Companys option, a LIBOR rate plus 0.75% to 2.00%, or a base rate, as defined in the Credit
Agreement plus up to 0.50%, depending on the Companys leverage ratio (See Note 5 of the Notes to
Consolidated Financial Statements). Interest payments have been included in the table above based
only on outstanding balances and interest rates as of October 31, 2009.
The Company has income tax uncertainties of $8,485,000 at October 31, 2009, that are classified as
non-current on the Companys balance sheet as resolution of these matters is expected to take more
than a year. The ultimate timing of resolutions of these items is uncertain, and accordingly the
amounts have not been included in the table above.
The Company incurs additional obligations in the ordinary course of operations. These obligations,
including but not limited to, income tax payments and pension fundings are expected to be met in
the normal course of operations.
Critical Accounting Policies and Estimates
Managements Discussion and Analysis of Financial Condition and Results of Operations discuss
the Companys consolidated financial statements, which have been prepared in accordance with
accounting principles generally accepted in the United States. The preparation of these financial
statements requires management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and the 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. On an on-going basis, management evaluates its estimates and judgments, which are based on
historical experience and on various other factors that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about the carrying values
of assets and liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates under different assumptions or conditions.
Our accounting policies are more fully described in Note 1 of the Notes to Consolidated Financial
Statements, located in Item 1 of this Form 10-Q. We believe that the following represent our more
critical estimates and assumptions used in the preparation of our consolidated financial
statements, although not all inclusive.
Revenue Recognition Revenues are recognized on large, long-term construction
contracts meeting the criteria of ASC Topic 605-35, Construction-Type and Production-Type
Contracts, using the percentage-of-completion method based upon the ratio of costs incurred to
total estimated costs at completion. Contract price and cost estimates are reviewed periodically as
work progresses and adjustments proportionate to the percentage of completion are reflected in
contract revenues in the reporting period when such estimates are revised. Changes in job
performance, job conditions and estimated profitability, including those arising from contract
penalty provisions, change orders and final contract settlements may result in revisions to costs
and income and are recognized in the period in which the revisions are determined. As allowed by
ASC Topic 605-35, revenue is recognized
28
on smaller, short-term construction contracts using the
completed contract method. Contracts for the Companys mineral exploration drilling services are
billable based on the quantity of drilling performed. Thus, revenues for these drilling contracts
are recognized on the basis of actual footage or meterage drilled. Provisions for estimated losses
on uncompleted construction contracts are made in the period in which such losses are determined.
Revenues for direct sales of equipment and other ancillary products not provided in conjunction
with the performance of construction contracts are recognized at the date of delivery to, and
acceptance by, the customer. Provisions for estimated warranty obligations are made in the period
in which the sales occur.
Revenues for the sale of oil and gas by the Companys energy division are recognized on the basis
of volumes sold at the time of delivery to an end user or an interstate pipeline, net of amounts
attributable to royalty or working interest holders.
The Companys revenues are presented net of taxes imposed on revenue-producing transactions with
its customers, such as, but not limited to, sales, use, value-added, and some excise taxes.
Oil and Gas Properties and Mineral Interests The Company follows the full-cost method of
accounting for oil and gas properties. Under this method, all productive and nonproductive costs
incurred in connection with the exploration for and development of oil and gas reserves are
capitalized. Such capitalized costs include lease acquisition, geological and geophysical work,
delay rentals, drilling, completing and equipping oil and gas wells, and salaries, benefits and
other internal salary-related costs directly attributable to these activities. Costs associated
with production and general corporate activities are expensed in the period incurred. Normal
dispositions of oil and gas properties are accounted for as adjustments of capitalized costs, with
no gain or loss recognized. Separate full-cost pools are established for each country in which the
Company has exploration activities.
The Company is required to review the carrying value of its oil and gas properties under the full
cost accounting rules of the SEC (the Ceiling Test). The ceiling limitation is the estimated
after-tax future net revenues from proved oil and gas properties discounted at 10%, plus the cost
of properties not subject to amortization. If the net book value of our oil and gas properties,
less related deferred income taxes, is in excess of the calculated ceiling, the excess must be
written off as an expense. Beginning at our fiscal 2010 year end, application of the Ceiling Test
requires pricing future revenues at the 12-month average price, calculated as the unweighted
arithmetic average of the first-day-of-the-month price for each month within the 12-month period
prior to the end of reporting period, unless prices are defined by contractual arrangements such as
the Companys fixed-price physical delivery forward sales contracts. Considerations of the Ceiling
Test prior to the fiscal 2010 year end use the period end price rather than the new average price.
Unproved oil and gas properties are not amortized, but are assessed for impairment either
individually or on an aggregated basis using a comparison of the carrying values of the unproved
properties to net future cash flows.
We recorded a Ceiling Test impairment in the second quarter of fiscal 2010 and in the fourth
quarter of fiscal 2009. The most significant variables which would impact future ceiling tests are
gas pricing and the extent to which forward sales contracts are in place. If gas pricing does not
improve, or we are not able to replace our current forward sales contracts at attractive prices, we
could face additional impairments in the fourth quarter. As of October 31, 2009, the net book value
of assets subject to the Ceiling Test limitation was $29,947,000.While additional impairments would
materially affect our earnings, we would not expect them to significantly impact our liquidity or
compliance with debt covenants.
Reserve Estimates The Companys estimates of natural gas reserves, by necessity, are
projections based on geologic and engineering data, and there are uncertainties inherent in the
interpretation of such data as well as the projection of future rates of production and the timing
of development expenditures. Reserve engineering is a subjective process of estimating underground
accumulations of gas that are difficult to measure. The accuracy of any reserve estimate is a
function of the quality of available data, engineering and geological interpretation and judgment.
Estimates of economically recoverable gas reserves and future net cash flows necessarily depend
upon a number of variable factors and assumptions, such as historical production from the area
compared with production from other producing areas, the assumed effects of regulations by
governmental agencies and assumptions governing natural gas prices, future operating costs,
severance, ad valorem and excise taxes, development costs and workover and remedial costs, all of
which may in fact vary considerably from actual results. For these reasons, estimates of the
economically recoverable quantities of gas attributable to any particular group of properties,
classifications of such reserves based on risk of recovery, and estimates of the future net cash
flows expected there from may vary substantially. Any significant variance in the assumptions could
materially affect the estimated quantity and value of the reserves, which could affect the carrying
value of the Companys oil and gas properties and the rate of depletion of the oil and gas
properties. Actual production, revenues and expenditures with respect to the Companys reserves
will likely vary from estimates, and such variances may be material.
29
Goodwill and Other Intangibles The Company accounts for goodwill and other intangible
assets in accordance with ACS Topic 350, Intangibles-Goodwill and Other. Other intangible assets
primarily consist of trademarks, customer-related intangible assets and patents obtained through
business acquisitions. Amortizable intangible assets are being amortized over their estimated
useful lives, which range from two to 40 years.
The impairment evaluation for goodwill is conducted annually, or more frequently, if events or
changes in circumstances indicate that an asset might be impaired. The evaluation is performed by
using a two-step process. In the first step, the fair value of each reporting unit is compared with
the carrying amount of the reporting unit, including goodwill. The estimated fair value of the
reporting unit is generally determined on the basis of discounted future cash flows. If the
estimated fair value of the reporting unit is less than the carrying amount of the reporting unit,
then a second step must be completed in order to determine the amount of the goodwill impairment
that should be recorded. In the second step, the implied fair value of the reporting units
goodwill is determined by allocating the reporting units fair value to all of its assets and
liabilities other than goodwill (including any unrecognized intangible assets) in a manner similar
to a purchase price allocation. The resulting implied fair value of the goodwill that results from
the application of this second step is then compared to the carrying amount of the goodwill and an
impairment charge is recorded for the difference.
The impairment evaluation of the carrying amount of intangible assets with indefinite lives is
conducted annually or more frequently if events or changes in circumstances indicate that an asset
might be impaired. The evaluation is performed by comparing the carrying amount of these assets to
their estimated fair value. If the estimated fair value is less than the carrying amount of the
intangible assets with indefinite lives, then an impairment charge is recorded to reduce the asset
to its estimated fair value. The estimated fair value is generally determined on the basis of
discounted future cash flows.
The assumptions used in the estimate of fair value are generally consistent with the past
performance of each reporting unit and are also consistent with the projections and assumptions
that are used in current operating plans. Such assumptions are subject to change as a result of
changing economic and competitive conditions.
Other Long-lived AssetsThe Company evaluates long-lived assets, including its gas
transportation facilities and equipment, for impairment whenever events or changes in circumstances
indicate that the related carrying value of an asset may not be recoverable. This evaluation
includes performing a comparison of the anticipated future net cash flows of the related long-lived
assets to their carrying value to determine if a potential impairment exists. If an impairment is
identified, the Company reduces the carrying amount of the related long-lived asset to its
estimated fair value based on discounted cash flow estimates, quoted market prices when available, or
independent appraisals as appropriate. The Company believes that the carrying values and useful
lives of its long-lived assets are appropriate at October 31, 2009.
Accrued Insurance ExpenseThe Company maintains insurance programs where it is
responsible for a certain amount of each claim up to a self-insured limit. Estimates are recorded
for health and welfare, property and casualty insurance costs that are associated with these
programs. These costs are estimated based on actuarially determined projections of future payments
under these programs. Should a greater amount of claims occur compared to what was estimated or
medical costs increase beyond what was anticipated, reserves recorded may not be sufficient and
additional costs to the consolidated financial statements could be required.
Costs estimated to be incurred in the future for employee medical benefits, property, workers
compensation and casualty insurance programs resulting from claims which have occurred are accrued
currently. Under the terms of the Companys agreement with the various insurance carriers
administering these claims, the Company is not required to remit the total premium until the claims
are actually paid by the insurance companies. These costs are not expected to significantly impact
liquidity in future periods.
Income Taxes Income taxes are provided using the asset/liability method, in which
deferred taxes are recognized for the tax consequences of temporary differences between the
financial statement carrying amounts and tax bases of existing assets and liabilities. Deferred
tax assets are reviewed for recoverability and valuation allowances are provided as necessary.
Provision for U.S. income taxes on undistributed earnings of foreign subsidiaries and affiliates is
made only on those amounts in excess of funds considered to be invested indefinitely. In general,
the Company records income tax expense during interim periods based on its best estimate of the
full years effective tax rate. However, income tax expense relating to adjustments to the
Companys liabilities for uncertainty in income tax positions under ACS Topic 740, Income Taxes,
is accounted for discretely in the interim period in which it occurs.
Litigation and Other Contingencies The Company is involved in litigation incidental to
its business, the disposition of which is not expected to have a material effect on the Companys
financial position or results of operations. It is possible, however, that future results of
operations for any particular quarterly or annual period could be materially affected by changes in
the Companys assumptions related to these proceedings. The Company accrues its best estimate of
the probable cost for the resolution of legal claims. Such estimates are developed in consultation
with outside counsel handling these matters and are
30
based upon a combination of litigation and
settlement strategies. To the extent additional information arises or the Companys strategies
change, it is possible that the Companys estimate of its probable liability in these matters may
change.
New Accounting Pronouncements See Note 1 of the Notes to Consolidated Financial
Statements for a discussion of new accounting pronouncements and their impact on the Company.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
The principal market risks to which the Company is exposed are interest rates on variable rate
debt, foreign exchange rates giving rise to translation and transaction gains and losses and
fluctuations in the price of natural gas.
The Company centrally manages its debt portfolio considering overall financing strategies and tax
consequences. A description of the Companys debt is in Note 11 of the Notes to Consolidated
Financial Statements appearing in the Companys January 31, 2009 Form 10-K and Note 5 of this Form
10-Q. As of October 31, 2009, an instantaneous change in interest rates of one percentage point
would not change the Companys annual interest expense, as we have no variable rate debt
outstanding.
Operating in international markets involves exposure to possible volatile movements in currency
exchange rates. Currently, the Companys primary international operations are in Australia, Africa,
Mexico and Italy. The Companys affiliates also operate in South America and Mexico. The operations
are described in Notes l and 3 of the Notes to Consolidated Financial Statements appearing in the
Companys January 31, 2009, Form 10-K and Note 13 of this Form 10-Q. The majority of the Companys
contracts in Africa and Mexico are U.S. dollar based, providing a natural reduction in exposure to
currency fluctuations. The Company also may utilize various hedge instruments, primarily foreign
currency option contracts, to manage the exposures associated with fluctuating currency exchange
rates. As of October 31, 2009, the Company held option contracts with an aggregate U.S. dollar
notional value of $2,500,000 which are intended to hedge exposure to Australian dollar fluctuations
over a period to January 31, 2010.
As currency exchange rates change, translation of the income statements of the Companys
international operations into U.S. dollars may affect year-to-year comparability of operating
results. We estimate that a ten percent change in foreign exchange rates would not have
significantly impacted income before income taxes for the three or nine months ended October 31,
2009. This quantitative measure has inherent limitations, as it does not take into account any
governmental actions, changes in customer purchasing patterns or changes in the Companys financing
and operating strategies.
The Company is also exposed to fluctuations in the price of natural gas, which result from the sale
of the energy divisions unconventional gas production. The price of natural gas is volatile and
the Company has entered into fixed-price physical delivery sales contracts covering a portion of
its production to manage price fluctuations and to achieve a more predictable cash flow. As of
October 31, 2009, the Company held contracts for physical delivery of 2,265,000 million British
Thermal Units (MMBtu) of natural gas through March 2010 at prices ranging from $7.66 to $10.65
per MMBtu. The estimated fair value of such contracts at October 31, 2009, was $7,893,000. The
Company generally maintains contracts in place to cover 50% to 75% of its production, although in
response to low gas prices, the Company expects to cover 100% of production in fiscal 2010. We
estimate that a ten percent change in the price of natural gas would have impacted income before
income taxes by approximately $180,000 for the nine months ended October 31, 2009. This does not
include any potential impact on the Companys ceiling limitation used in assessing the carrying
value of its oil and gas properties.
ITEM 4. Controls and Procedures
Based on an evaluation of disclosure controls and procedures for the period ended October 31,
2009, conducted under the supervision and with the participation of the Companys management,
including the Principal Executive Officer and the Principal Financial Officer, the Company
concluded that its disclosure controls and procedures are effective to ensure that information
required to be disclosed by the Company in reports that it files or submits under the Securities
Exchange Act of 1934 is accumulated and communicated to the Companys management (including the
Principal Executive Officer and the Principal Financial Officer) to allow timely decisions
regarding required disclosure, and is recorded, processed, summarized and reported within the time
periods specified in Securities and Exchange Commission rules and forms.
Based on an evaluation of internal controls over financial reporting conducted under the
supervision and the participation of the Companys management, including the Principal Executive
Officer and the Principal Financial Officer, for the period ended October 31, 2009, the Company
concluded that its internal control over financial reporting is effective as of October 31, 2009.
The Company has not made any significant changes in internal controls or in other factors that
could significantly affect internal controls since such evaluation.
31
PART II
ITEM 1 Legal Proceedings
On April 30, 2008, Levelland/Hockley County Ethanol, LLC (Levelland) filed a Complaint against
the Company in the District Court for Hockley County, Texas. On May 28, 2008, the Company removed
the case to the United States District Court for the Northern District of Texas, Lubbock Division.
On June 2, 2008, Levelland filed a First Amended Complaint against the Company in the Federal
District Court for the Northern District of Texas, Lubbock Division. Levelland owns an ethanol
plant located in Levelland, Texas. In July 2007, Levelland entered into a lease agreement with the
Company for certain water treatment equipment for the ethanol plant. Levelland alleged that the
equipment leased from the Company failed to treat the water coming into the ethanol plant to
required levels. The First Amended Complaint sought damages for breach of contract, breach of
warranty, violation of the Texas Deceptive Trade Practices Act, negligence, negligent
misrepresentation and fraud in connection with the design and construction of the water treatment
facility. The Company and Levelland reached agreement on a settlement of the matter in the third
quarter of fiscal 2010. No additional expense was necessary as a result of the settlement.
ITEM 2 Changes in Securities
NOT APPLICABLE
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ITEM 3 |
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Defaults Upon Senior Securities |
NOT APPLICABLE
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ITEM 4 |
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Submission of Matters to a Vote of Security Holders |
NONE
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ITEM 5 |
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Other Information |
NONE
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ITEM 6 |
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Exhibits and Reports on Form 8-K |
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31(1)
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-
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Section 302 Certification of Chief Executive Officer of the Company. |
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|
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31(2)
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|
-
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Section 302 Certification of Chief Financial Officer of the Company. |
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32(1)
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-
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Section 906 Certification of Chief Executive Officer of the Company. |
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32(2)
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|
-
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Section 906 Certification of Chief Financial Officer of the Company. |
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b) |
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Reports on Form 8-K |
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|
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Form 8-K filed on September 3, 2009, related to the Companys earnings press release for the
three and six months ended July 31, 2009. |
|
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Form 8-K filed on October 16, 2009, related to an amendment to its Master Shelf
Agreement extending the issuance period for additional notes and increasing the available
notes under the facility to $50,000,000. |
* * * * * * * * * *
32
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
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Layne Christensen Company
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(Registrant)
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DATE: December 7, 2009 |
/s/ A.B. Schmitt
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A.B. Schmitt,
President and Chief Executive Officer |
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DATE: December 7, 2009 |
/s/ Jerry W. Fanska
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Jerry W. Fanska, |
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Sr. Vice President Finance and Treasurer |
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33