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Layne Christensen Company 10-Q 2012
Washington, D.C.  20549

(Mark One)


For the quarterly period ended April 30, 2012


[  ]

For the transition period from____to _____


Commission File Number 001-34195
Layne Christensen Company
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
1900 Shawnee Mission Parkway, Mission Woods, Kansas
(Address of principal executive offices)
(Zip Code)
(Registrant's 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 [X]   No [ ]

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 (§ 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 [X]   No [ ]

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):

Large accelerated filer [ ] Accelerated filer [X] Non-accelerated filer [ ] (Do not check if a smaller reporting company) Smaller reporting company [ ]

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ]   No [X]

There were 19,845,876 shares of common stock, $.01 par value per share, outstanding on June 1, 2012.


April 30,
January 31,
(in thousands)
Current assets:
Cash and cash equivalents
  $ 47,159     $ 41,916  
Customer receivables, less allowance of $8,620 and $8,141, respectively
    163,747       162,043  
Costs and estimated earnings in excess of billings on uncompleted contracts
    113,109       107,295  
    37,965       35,392  
Deferred income taxes
    21,906       21,895  
Income taxes receivable
    7,658       4,137  
Restricted deposits-current
    3,003       3,143  
    16,110       16,968  
Total current assets
    410,657       392,789  
Property and equipment:
    15,144       17,155  
    43,361       41,159  
Machinery and equipment
    491,980       478,896  
Gas transportation facilities and equipment
    41,004       40,995  
Oil and gas properties
    103,194       102,251  
Mineral interests in oil and gas properties
    21,441       21,374  
      716,124       701,830  
Less - Accumulated depreciation and depletion
    (433,374 )     (424,473 )
Net property and equipment
    282,750       277,357  
Other assets:
Investment in affiliates
    94,411       88,297  
    19,536       19,536  
Other intangible assets, net
    12,053       12,266  
Restricted deposits-long term
    443       443  
    14,141       15,148  
Total other assets
    140,584       135,690  
Total assets
  $ 833,991     $ 805,836  
See Notes to Consolidated Financial Statements.

- Continued -

April 30,
January 31,
(in thousands, except per share data)
Current liabilities:
Accounts payable
  $ 121,045     $ 104,261  
Current maturities of long term debt
    6,916       7,450  
Accrued compensation
    36,528       48,573  
Accrued insurance expense
    13,449       12,596  
Other accrued expenses
    29,902       29,120  
Acquisition escrow obligation-current
    3,003       3,143  
Income taxes payable
    20,677       19,328  
Billings in excess of costs and estimated earnings on uncompleted contracts
    22,591       31,914  
Total current liabilities
    254,111       256,385  
Noncurrent and deferred liabilities:
Long-term debt
    77,706       52,716  
Accrued insurance expense
    15,315       14,018  
Deferred income taxes
    9,759       9,883  
Acquisition escrow obligation-long term
    443       443  
    21,761       20,510  
Total noncurrent and deferred liabilities
    124,984       97,570  
Stockholders' equity:
Common stock, par value $.01 per share, 30,000 shares authorized, 19,794 and 19,669
shares issued and outstanding, respectively
    198       197  
Capital in excess of par value
    349,671       351,057  
Retained earnings
    107,383       103,634  
Accumulated other comprehensive loss
    (5,727 )     (6,223 )
Total Layne Christensen Company stockholders' equity
    451,525       448,665  
Noncontrolling interests
    3,371       3,216  
Total equity
    454,896       451,881  
Total liabilities and stockholders' equity
  $ 833,991     $ 805,836  
See Notes to Consolidated Financial Statements.

Three Months
Ended April 30,
(in thousands, except per share data)
  $ 276,465     $ 267,371  
Cost of revenues (exclusive of depreciation, depletion
and amortization shown below)
    (221,602 )     (200,225 )
Selling, general and administrative expenses
    (40,630 )     (40,001 )
Depreciation, depletion and amortization
    (15,683 )     (15,082 )
Equity in earnings of affiliates
    7,762       4,669  
Interest expense
    (575 )     (344 )
Other income (expense), net
    1,145       6,915  
Income before income taxes
    6,882       23,303  
Income tax expense
    (2,891 )     (9,671 )
Net income
    3,991       13,632  
Net income attributable to noncontrolling interests
    (242 )     (566 )
Net income attributable to Layne Christensen Company
  $ 3,749     $ 13,066  
Earnings per share information attributable to
Layne Christensen shareholders:
Basic income per share
  $ 0.19     $ 0.67  
Diluted income per share
  $ 0.19     $ 0.66  
Weighted average shares outstanding - basic
    19,472       19,444  
Dilutive stock options and nonvested shares
    342       240  
Weighted average shares outstanding  - dilutive
    19,814       19,684  
See Notes to Consolidated Financial Statements.

Three Months
Ended April 30,
(in thousands)
Net income
  $ 3,991     $ 13,632  
Other comprehensive income:
Foreign currency translation adjustments (net of tax of $79 and $360, respectively)
    496       1,434  
Other comprehensive income
    496       1,434  
Comprehensive income
    4,487       15,066  
Comprehensive income attributable to noncontrolling
interests (all attributable to net income)
    (242 )     (566 )
Comprehensive income attributable to Layne
Christensen Company
  $ 4,245     $ 14,500  
See Notes to Consolidated Financial Statements.

Total Layne
Capital In
    Common Stock     Excess of     Retained     Comprehensive     Stockholders'     Noncontrolling        
(in thousands, except per share data)
Par Value
Income (Loss)
Balance January 31, 2011
    19,540,033     $ 195     $ 347,307     $ 159,709     $ (5,809 )   $ 501,402     $ 2,522     $ 503,924  
Net income
    -       -       -       13,066       -       13,066       566       13,632  
Other comprehensive income
                                    1,434       1,434       -       1,434  
Issuance of nonvested shares
    69,252       1       (1 )     -       -       -       -       -  
Expiration of performance contingent
nonvested shares
    (33,251 )     -       -       -       -       -       -       -  
Issuance of stock upon exercise of options
    6,500       -       150       -       -       150       -       150  
Income tax benefit on exercise of options
    -       -       8       -       -       8       -       8  
Share-based compensation
    -       -       1,553       -       -       1,553       -       1,553  
Balance April 30, 2011
    19,582,534     $ 196     $ 349,017     $ 172,775     $ (4,375 )   $ 503,113     $ 2,522     $ 505,635  
Balance January 31, 2012
    19,699,272     $ 197     $ 351,057     $ 103,634     $ (6,223 )   $ 448,665     $ 3,216     $ 451,881  
Net income
    -       -       -       3,749       -       3,749       242       3,991  
Other comprehensive income
                                    496       496       -       496  
Issuance of nonvested shares
    94,481       1       (1 )     -       -       -       -       -  
Income tax deficiency on forfeiture of options
    -       -       (165 )     -       -       (165 )     -       (165 )
Acquisition of noncontrolling interest
    -       -       (2,656 )     -       -       (2,656 )     (87 )     (2,743 )
Share-based compensation
    -       -       1,436       -       -       1,436       -       1,436  
Balance April 30, 2012
    19,793,753     $ 198     $ 349,671     $ 107,383     $ (5,727 )   $ 451,525     $ 3,371     $ 454,896  
See Notes to Consolidated Financial Statements.

Three Months
Ended April 30,
(in thousands)
Cash flow from operating activities:
Net income
  $ 3,991     $ 13,632  
Adjustments to reconcile net income to cash from operating activities:
Depreciation, depletion and amortization
    15,683       15,082  
Deferred income taxes
    (413 )     2,932  
Share-based compensation
    1,436       1,553  
Share-based compensation excess tax benefit
    -       (8 )
Equity in earnings of affiliates
    (7,762 )     (4,669 )
Dividends received from affiliates
    1,648       938  
Gain from disposal of property and equipment
    (317 )     (5,642 )
Changes in current assets and liabilities, net of effects of acquisitions:
Decrease (increase) in customer receivables
    (1,332 )     1,684  
Decrease (increase) in costs and estimated earnings in excess
of billings on uncompleted contracts
    193       (27,203 )
Increase in inventories
    (2,361 )     (5,211 )
Decrease (increase) in other current assets
    (3,571 )     3,713  
Decrease in accounts payable and accrued expenses
    (5,369 )     (1,094 )
Increase (decrease) in billings in excess of costs and
estimated earnings on uncompleted contracts
    (5,910 )     1,952  
Other, net
    2,127       (2,211 )
Cash used in operating activities
    (1,957 )     (4,552 )
Cash flow from investing activities:
Additions to property and equipment
    (16,432 )     (17,743 )
Additions to gas transportation facilities and equipment
    (9 )     (24 )
Additions to oil and gas properties
    (943 )     (701 )
Additions to mineral interests in oil and gas properties
    (68 )     (20 )
Acquisition of businesses, net of cash acquired
    -       (8,855 )
Proceeds from disposal of property and equipment
    1,166       10,873  
Deposit of cash into restricted accounts
    -       (9,000 )
Release of cash from restricted accounts
    140       -  
Distribution of restricted cash for prior year acquisitions
    (140 )     -  
Cash used in investing activities
    (16,286 )     (25,470 )
Cash flow from financing activities:
Borrowing under revolving loan facilities
    30,000       44,500  
Repayments under revolving loan facilities
    (5,000 )     (14,000 )
Net decrease in notes payable
    (597 )     -  
Acquisition of noncontrolling interest
    (2,743 )     -  
Issuance of common stock upon exercise of stock options
    -       150  
Excess tax benefit on exercise of share-based instruments
    -       8  
Cash provided by financing activities
    21,660       30,658  
Effects of exchange rate changes on cash
    1,826       1,691  
Net increase in cash and cash equivalents
    5,243       2,327  
Cash and cash equivalents at beginning of period
    41,916       44,985  
Cash and cash equivalents at end of period
  $ 47,159     $ 47,312  
See Notes to Consolidated Financial Statements.


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"). 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, 2012, 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. The Company has evaluated subsequent events through the time of the filing of these consolidated financial statements.

Presentation> - The Company changed its method of presenting comprehensive income due to the adoption of FASB ASU 2011-O5, Presentation of Comprehensive Income during fiscal 2012. The change in presentation has been applied retrospectively to all periods presented.

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.
Contracts for the Company’s mineral exploration drilling services are billable based on the quantity of drilling performed and revenues for these drilling contracts are recognized on the basis of actual footage or meterage drilled.
As allowed by ASC Topic 605-35, revenue is recognized on smaller, short-term construction contracts using the completed contract method. 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 Company’s 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 Company’s 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. Depletion expense was $1,035,000 and $950,000 for the three months ended April 30, 2012 and 2011, respectively.
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 our net book value of 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. Application of the Ceiling Test requires pricing future revenues at 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 fixed-price physical delivery forward sales contracts, when held. 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.

Reserve Estimates> - The Company’s 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 Company’s oil and gas properties and the rate of depletion of the oil and gas properties. Actual production, revenues and expenditures with respect to the Company’s reserves will likely vary from estimates, and such variances may be material.

Goodwill> - The Company’s impairment evaluation for goodwill is conducted annually 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 Company’s 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 Company’s 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 Company’s strategies change, it is possible that the Company’s conclusions regarding impairment of the remaining goodwill could change and result in a material effect on its financial position and results of operations.

Intangible Assets> - Other intangible assets primarily consist of trademarks, customer-related intangible assets and patents obtained through business acquisitions. Amortizable intangible assets are being amortized using the straight-line method over their estimated useful lives, which range from two to 35 years. 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.

Other Long-lived Assets> - Long-lived assets, including amortizable intangible assets and the Company’s gas transportation facilities and equipment, are reviewed for recoverability whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Factors we consider important which could trigger an impairment review include but are not limited to the following:
significant underperformance of our assets;
significant changes in the use of the assets; and
significant negative industry or economic trends.
The Company believes at this time that the carrying values and useful lives of its long-lived assets continue to be appropriate.

Cash and Cash Equivalents> - The Company considers investments with an original maturity of three months or less when purchased to be cash equivalents. The Company’s cash equivalents are subject to potential credit risk. The Company’s 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 >- Restricted deposits consist of $3,446,000 of escrow funds associated primarily with the acquisitions of Bencor and Wildcat.

Allowance for Uncollectible Accounts Receivable - The Company makes ongoing estimates relating to the collectibility of its accounts receivable and maintains an allowance for estimated losses resulting from the inability of its customers to make required payments. In determining the amount of the allowance, the Company makes judgments about the creditworthiness of significant customers based on ongoing credit evaluations, and also considers a review of accounts receivable aging, industry trends, customer financial strength, credit standing and payment history to assess the probability of collection.
The Company does not establish an allowance for credit losses on long-term contract unbilled receivables.  Adjustments to unbilled receivables related to credit quality, if they occur, are accounted for as a reduction of revenue.

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 in part on actuarially determined projections of future payments under these programs. Should a greater amount of claims occur compared to what was estimated or costs of the medical profession 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 Company's 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.

Fair Value of Financial Instruments> - The carrying amounts of financial instruments, including cash and cash equivalents, customer receivables and accounts payable, approximate fair value at April 30, 2012 and January 31, 2012, because of the relatively short maturity of those instruments. See Note 4 for disclosure regarding the fair value of indebtedness of the Company, Note 5 for disclosure regarding the fair value of derivative instruments and Note 7 for other fair value disclosures.

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 Company’s 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 Company’s assumptions related to these proceedings. The Company records a liability when it is both probable that a liability has been incurred and a minimum amount of loss can be reasonably estimated. These provisions are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular case. To the extent additional information arises or the Company’s strategies change, it is possible that the Company’s estimate of its probable liability in these matters may change.

Derivatives> - The Company periodically enters into hedge contracts, which are recorded at fair value, related to certain forecasted foreign currency costs which are accounted for as cash flow hedges, such that changes in fair value for the effective portion of hedge contracts are recorded in accumulated other comprehensive income (loss) in stockholders’ equity, 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 may enter into fixed-price natural gas contracts to manage fluctuations in the price of natural gas. These contracts would 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. When in place, 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 5 for disclosure regarding the fair value of derivative instruments). The Company does not enter into derivative financial instruments for speculative or trading purposes.

Share-based Compensation >- The Company recognizes all share-based instruments in the financial statements and utilizes a fair-value measurement of the associated costs. As of April 30, 2012, the Company had unrecognized compensation expense of $6,602,000 to be recognized over a weighted average period of 2.5 years. For all share-based awards granted after February 1, 2012, the Company determines the fair value of share-based compensation granted in the form of stock options using a lattice valuation model.  Previously, the Black-Scholes model was used.  The Company believes the lattice valuation model will produce a more accurate valuation of its compensation grants as it incorporates additional parameters of grants.  The change did not have a material effect on the consolidated financial statements.
Unearned compensation expense associated with the issuance of nonvested shares is amortized on a straight-line basis as the restrictions on the stock expire, subject to achievement of certain contingencies.

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 basis 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 year’s effective tax rate. However, income tax expense relating to adjustments to the Company’s liabilities for uncertainty in income tax positions is accounted for discretely in the interim period in which it occurs.
The Company’s estimate of uncertainty in income taxes is based on the framework established in the accounting for income taxes guidance. This guidance addresses the determination of how tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. For tax positions that meet this recognition threshold, the Company applies judgment, taking into account applicable tax laws and experience in managing tax audits and relevant accounting guidance, to determine the amount of tax benefits to recognize in the financial statements. For each position, the difference between the benefit realized on our tax return and the benefit reflected in the financial statements is recorded as a liability in the consolidated balance sheet. This liability is updated at each financial statement date to reflect the impacts of audit settlements and other resolution of audit issues, expiration of statutes of limitation, developments in tax law and ongoing discussions with taxing authorities.
As of April 30 and January 31, 2012, the total amount of unrecognized tax benefits recorded was $13,920,000 and $13,322,000, 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 April 30 and January 31, 2012, the total amount of accrued income tax-related interest and penalties included in the balance sheet was $7,352,000 and $6,810,000, respectively.

Earnings Per Share> - Earnings per share are based upon the weighted average number of common and dilutive equivalent shares outstanding.  Options to purchase common stock and nonvested shares are included based on the treasury stock method for dilutive earnings per share, except when their effect is antidilutive. Options to purchase 833,736 and 270,444 shares have been excluded from weighted average shares in the periods ending April 30, 2012 and 2011, respectively, as their effect was antidilutive. A total of 321,400 and 85,077 nonvested shares have been excluded from weighted average shares in the periods ended April 30, 2012 and 2011, respectively, as their effect was antidilutive.

Supplemental Cash Flow Information> - The amounts paid for income taxes, interest and noncash investing and financing activities were as follows:
Three Months
Ended April 30,
(in thousands)
Income taxes
  $ 4,314     $ 2,967  
    229       229  
Noncash investing and financing activities:
Accrued capital additions
    1,688       1,945  
Deferred debt issuance costs
    -       1,700  
During the three months ended April 30, 2011, the Company deferred $1,700,000 debt issuance costs against the borrowing capacity of its $300,000,000 credit facility. These costs will be amortized over the life of the credit facility agreement. See Note 4 for further discussion of the Company’s credit facility agreement.

New Accounting Pronouncements >– In May 2011, the FASB issued ASU 2011-04, “Fair Value Measurement (Topic 820):  Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs” (“ASU 2011-04”), which is effective for annual reporting periods beginning after December 15, 2011. This guidance amends certain accounting and disclosure requirements related to fair value measurements. The Company adopted this guidance as of February 1, 2012, which did not have a material impact on its financial position, results of operations or cash flows.

2.  Acquisitions

Fiscal Year 2013
On March 5, 2012, the Company acquired the remaining shares in Layne do Brazil, which were previously held by noncontrolling interests.  The shares were acquired for cash payments totaling $2,743,000.  In conjunction with the acquisition, the Company eliminated noncontrolling interests of $87,000 and recorded an adjustment to equity of $2,656,000 in accordance with ASC Topic 810.
Fiscal Year 2012
On February 28, 2011, the Company acquired the Kansas and Colorado cured-in-place pipe (“CIPP”) operations of Wildcat Civil Services (“Wildcat”), a sewer rehabilitation contractor. The acquisition will further the Company’s expansion and geographic reach of its Inliner group westward. The aggregate purchase price for Wildcat of $8,850,000 was comprised of cash ($442,000 of which was placed in escrow to secure certain representations, warranties and indemnifications).
The purchase price allocation was based on an assessment of the fair value of the assets and liabilities acquired, using the Company’s internal operational assessments and other analyses, which are Level 3 measurements.
Based on the Company’s allocations of the purchase price, the acquisition had the following effect on the Company’s consolidated financial position as of the respective closing date:
(in thousands)
Working capital
  $ 293  
Property and equipment
Total purchase price
  $ 8,855  

The $2,318,000 of goodwill was assigned to the Water Infrastructure Division at the time of acquisition. In connection with the Company's change in reporting segments discussed in Note 10, the Company reallocated goodwill to the new reporting units based upon the relative fair valve of each reporting unit as of December 31, 2011. The purchase price in excess of the value of Wildcat’s net assets reflects the strategic value the Company placed on the business. The Company believed it would benefit from synergies as these acquired operations were integrated with the Company’s existing operations. Goodwill associated with the acquisition is expected to be deductible for tax purposes.
The results of operations for the acquired entity have been included in the Company’s consolidated statements of operations commencing on the closing date. Revenue and income before income taxes for Wildcat since its respective closing date were not significant. Pro forma amounts related to Wildcat for prior periods have not been presented since the acquisition would not have had a significant effect on the Company’s consolidated revenues or net income.
In fiscal year 2011, we acquired certain assets of Intevras Technologies, LLC (“Intevras”).  In addition to the Intevras cash purchase price, there is contingent consideration up to a maximum of $10,000,000 (the “Intevras Earnout Amount”), which is based on a percentage of revenues earned on Intevras products and fixed amounts per barrel of water treated by Intevras products during the 60 months following the acquisition. In accordance with accounting guidance, the Company treated the Intevras Earnout Amount as contingent consideration and estimated the liability at fair value as of the acquisition date and included such consideration as a component of total purchase price. The potential undiscounted amount of all future payments that the Company could be required to make under the agreement is between $0 and $10,000,000. The fair value of the contingent consideration arrangement was estimated by applying a market approach. That measure is based on significant inputs that are not observable in the market, also referred to as Level 3 inputs. Key assumptions include a discount rate of 41.2% and an estimated level of annual revenues of Intevras ranging from $1,500,000 to $6,100,000. During fiscal year 2012, the Intevras Earnout Amount to be paid in the future was estimated to be $541,000. As of April 30, 2012, we reassessed the Intevras Earnout Amount and determined no change to this amount was necessary.

3.  Goodwill and Other Intangible Assets
Other intangible assets consist of the following:
April 30, 2012
January 31, 2012
(in thousands)
Accumulated Amortization
Period in
Accumulated Amortization
Period in
Amortizable intangible assets:
  $ 10,950     $ (5,019 )   14     $ 10,950     $ (4,855 )   14  
    2,340       (1,831 )   2       2,340       (1,526 )   2  
    4,616       (1,460 )   12       4,616       (1,372 )   12  
Non-competition agreements
    705       (195 )   6       705       (165 )   6  
    2,949       (1,002 )   12       2,449       (876 )   13  
Total intangible assets
  $ 21,560     $ (9,507 )         $ 21,060     $ (8,794 )      
Total amortization expense for other intangible assets was $712,000 and $1,582,000 for the three months ended April 30, 2012 and 2011, respectively.

The carrying amount of goodwill attributed to each reporting segment was as follows:
(in thousands)
Heavy Civil
Mineral Exploration
Balance January 31, 2012
  $ -     $ 8,915     $ -     $ 10,621     $ -     $ -     $ -     $ 19,536  
    -       -       -       -       -       -       -       -  
Balance April 30, 2012
  $ -     $ 8,915     $ -     $ 10,621     $ -     $ -     $ -     $ 19,536  
Accumulated goodwill
impairment losses
  $ (17,084 )   $ (23,130 )   $ (44,551 )   $ -     $ (20,225 )   $ (950 )   $ (445 )   $ (106,385 )
4.      Indebtedness
On July 8, 2011, the Company entered into a private shelf agreement (the “Shelf Agreement”) whereby it can issue $150,000,000 in unsecured notes before July 8, 2021.  No unsecured notes have been issued under the Shelf Agreement as of April 30, 2012.  The Company issued $20,000,000 of notes under a previous shelf agreement in October 2004 (“Series B Senior Notes”). The Series B Senior Notes had a fixed interest rate of 5.40% and the final payment of $6,667,000 was made on September 29, 2011.
On March 25, 2011, the Company entered into a new revolving credit facility (the “Credit Agreement”) which contains a revolving loan commitment of $300,000,000, less any outstanding letter of credit commitments (which are subject to a $100,000,000 sublimit). The unsecured $300,000,000 facility extends to March 25, 2016, and replaces the Company’s prior credit agreement, which was terminated. The Credit Agreement was entered into to extend the expiration period of the Company’s debt facilities and increase borrowing capacity.  The Company funded $1,716,000 of debt issuance costs through borrowings under its Credit Agreement. These costs will be amortized over the life of the agreement.

The Credit Agreement provides for interest at variable rates equal to, at the Company’s option, a LIBOR rate plus 1.25% to 2.25%, or a base rate as defined in the Credit Agreement, plus up to 1.25%, each depending on the Company’s leverage ratio. On April 30, 2012, there were letters of credit of $18,530,000 and borrowings of $77,500,000 outstanding on the Credit Agreement resulting in available capacity of $203,970,000.
The 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 and leverage ratio. Additionally, the Company must maintain a minimum tangible net worth under the Shelf Agreement. The Company was in compliance with its covenants as of April 30, 2012, and expects to remain in compliance through the term of the agreements.
Debt outstanding as of April 30, 2012, and January 31, 2012, whose carrying value approximates fair value, was as follows:
April 30,
January 31,
(in thousands)
Credit agreement
  $ 77,500     $ 52,500  
Capital lease obligations
    290       300  
Short-term notes payable
    6,832       7,366  
Total debt
    84,622       60,166  
Less notes payable and current maturities of long-term debt
    (6,916 )     (7,450 )
Total long-term debt
  $ 77,706     $ 52,716  
5.  Derivatives
The Company’s Energy Division is exposed to fluctuations in the price of natural gas and periodically enters into fixed-price physical delivery contracts to manage natural gas price risk for a portion of its production, if available at attractive prices. As of April 30, 2012 and January 31, 2012 the Company held no such contracts.
The Company has entered into physical delivery contracts in order to facilitate normal recurring sales with our natural gas purchasing counterparty. As of April 30, 2012, the Company had committed to deliver a total of 2,208,000 million British Thermal Units (“MMBtu”) of natural gas through October 2012. The contract price resets daily based on a weighted average price of the reported trades for deliveries on the following day.
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 April 30, 2012 and January 31, 2012 the Company held no such contracts.

6.  Other Income (Expense), Net
Other income (expense), net consisted of the following for the three months ended April 30, 2012 and 2011:
Ended April 30,
(in thousands)
Gain from disposal of property and equipment
  $ 347     $ 5,642  
Gain on sale of investment securities
    -       996  
Interest income
    50       22  
Currency exchange gain
    586       200  
    162       55  
  $ 1,145     $ 6,915  
On March 21, 2011, the Company sold its operating facility in Fontana, California, with the intent of acquiring and relocating to a new facility. In the interim until a new facility can be purchased, the Company entered into a leasehold agreement of the existing facility. The total gain on the sale of the facility was $6,354,000, of which $1,379,000 was deferred to match the expected lease payments under the leasehold agreement. The deferred gain will be recognized over the 36 month term of the lease. The proceeds of the sale of $9,000,000 were placed in a restricted escrow fund for purposes of purchasing the new facility. During September 2011, the escrowed funds reverted to the Company and a new facility was purchased for $8,756,000.

7.  Fair Value Measurements
The Company’s estimates of fair value for financial assets and financial liabilities are based on the framework established in the fair value accounting guidance. The framework is based on the inputs used in the valuation, gives the highest priority to quoted prices in active markets and requires that observable inputs be used in the valuations when available. 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 Company’s 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 Company’s financial instruments held at fair value are presented below as of April 30, 2012 and January 31, 2012:
Fair Value Measurements
(in thousands)
Carrying Value
Level 1
Level 2
Level 3
April 30, 2012
Financial Assets:
Restricted deposits held at fair value
  $ 3,446     $ 3,446     $ -     $ -  
Financial Liabilities:
Contingent earnout of acquired businesses(1)
  $ 541     $ -     $ -     $ 541  
January 31, 2012
Financial Assets:
Restricted deposits held at fair value
  $ 3,586     $ 3,586     $ -     $ -  
Financial Liabilities:
Contingent earnout of acquired businesses(1)
  $ 541     $ -     $ -     $ 541  
The fair value of the contingent earnout of acquired businesses is determined using a mark-to-market modeling technique based on significant unobservable inputs calculated using a discounted future cash flows approach.  Key assumptions include a discount rate of 41.2% and annual revenues of acquired businesses ranging from $1,500,000 to $6,100,000 over the life of the earnout.

8.  Stock and Stock Option Plans
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 April 30, 2012, there were 497,694 shares which remain available to be granted under the plans as stock 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 three months ended April 30, 2012, the Company granted 94,481 nonvested shares which, in general, ratably vest over periods of one to four years from the grant date.
The Company recognized $1,436,000 and $1,553,000 of compensation cost for these share-based plans during the three months ended April 30, 2012 and 2011, respectively. Of these amounts, $459,000 and $355,000, respectively, related to nonvested stock. The total income tax benefit recognized for share-based compensation arrangements was $560,000 and $606,000 for the three months ended April 30, 2012 and 2011, respectively.
A summary of nonvested share activity for the three months ended April 30, 2012, is as follows:

Number of
Grant Date
Fair Value
Intrinsic Value
(in thousands)
Nonvested stock at January 31, 2012
    226,919     $ 29.94        
    94,481       24.32        
    -       -        
    -       -        
Nonvested stock at April 30, 2012
    321,400       28.29    
Significant option groups outstanding at April 30, 2012, related exercise price and remaining contractual term were as follows:
Grant Date
6/04       20,000       20,000     $ 16.60     26  
6/04       60,076       60,076       16.65     26  
6/05       10,000       10,000       17.54     38  
9/05       104,707       104,707       23.05     41  
1/06       173,981       173,981       27.87     45  
6/06       80,000       80,000       29.29     50  
6/07       65,625       65,625       42.26     62  
7/07       25,500       25,500       42.76     63  
2/08       72,439       72,439       35.71     69  
1/09       6,000       6,000       24.01     80  
2/09       196,794       196,791       15.78     81  
2/09       4,580       4,580       15.78     81  
6/09       106,146       70,761       21.99     85  
6/09       2,472       2,472       21.99     85  
2/10       80,149       53,429       27.79     93  
2/10       2,721       2,721       25.44     93  
2/11       96,732       32,233       33.10     105  
3/11       1,312       437       34.50     107  
6/11       2,096       -       28.71     109  
7/11       17,893       -       29.31     111  
2/12       180,344       10,140       24.32     117  
4/12       74,172       -       21.77     119  
        1,383,739       991,892                
All options were granted at an exercise price equal to the fair market value of the Company’s common stock at the date of grant. The weighted average fair value at the date of grant for the options granted was $11.96 and $19.08 for the three months ended April 30, 2012 and 2011, respectively. The fair value was based on an expected life of approximately six years, no dividend yield, an average risk-free rate of 1.3% and 2.12%, respectively, and assumed volatility of all options outstanding are expected to net 56%. 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 three months ended April 30, 2012, were as follows:

Number of
Exercise Price
Intrinsic Value
(in thousands)
Outstanding at January 31, 2012
    1,133,211     $ 26.12       5.8     $ 2,244  
    254,516       23.58               -  
    (3,988 )     50.06               -  
Outstanding at April 30, 2012
    1,383,739       25.58       6.4       1,304  
Exercisable at January 31, 2012
    860,756       26.11       5.0       1,710  
Exercisable at April 30, 2012
    991,892       25.59       5.2       1,304  
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.

9.  Investment in Affiliates
The Company’s investments in affiliates are carried at the fair value of the investment considered at the date acquired, plus the Company’s equity in undistributed earnings from that date. These affiliates are engaged in mineral exploration drilling, infrastructural construction and the manufacture and supply of drilling equipment, parts and supplies.
Christensen Chile, S.A. (Chile)
    50.00   %
Christensen Commercial, S.A. (Chile)
Geotec Boyles Bros., S.A. (Chile)
Boytec, S.A. (Panama)
Plantel Industrial S.A. (Chile)
Boytec Sondajes de Mexico, S.A. de C.V. (Mexico)
Geoductos Chile, S.A. (Chile)
Boytec, S.A. (Columbia)
Centro Internacional de Formacion S.A. (Chile)
Diberil Sociedad Anónima (Uruguay)
Costa Fortuna (Brazil)
Costa Fortuna (Uruguay)
Diamantina Christensen Trading (Panama)
Boyles Bros. do Brasil Ltd. (Brazil)
Christensen Commercial, S.A. (Peru)
Geotec, S.A. (Peru)
Boyles Bros., Diamantina, S.A. (Peru)
Mining Drilling Fluids (Panama)
Geoestrella S.A. (Chile)
Financial information of the affiliates is reported with a one-month lag in the reporting period. The impacts of the lag on the Company’s investment and results of operations are not significant.  Summarized financial information of the affiliates was as follows:
Three Months
Ended April 30,
(in thousands)
Income statement data:
  $ 136,036     $ 108,685  
Gross profit
    34,396       24,078  
Operating income
    21,531       15,460  
Net income
    16,801       10,511  

10.  Operating Segments
The Company is a global solutions provider to the world of essential natural resources – water, minerals and energy. Management defines the Company’s 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. Although individual offices within a division may periodically perform services normally provided by another division, the results of those services are recorded in the offices’ own division. For example, if a Mineral Exploration Division office performed water well drilling services, the revenues would be recorded in the Mineral Exploration Division rather than the Water Resources Division.
During fiscal year 2012, the Company changed its reporting segments in connection with the transition to new leadership, reporting relationships and our new One Layne strategy. The Company previously reported segment information under three reporting segments including the Water Infrastructure Group, Mineral Exploration Division and Energy Division. The Company’s new reporting segments include the Water Resources Division, Inliner Division, Heavy Civil Division, Geoconstruction Division, Mineral Exploration Division and Energy Division. The reporting segment information for prior periods has been recast to match the new reporting segment structure. The Company’s segments are defined as follows:

Water Resources Division
The Water Resources Division provides every aspect of water supply system development and technology, including hydrologic design and construction, source of supply exploration, well and intake construction and well and pump rehabilitation. The division also brings new technologies to the water and wastewater markets and offers water treatment equipment engineering services, which supports the Company’s historic municipal business, providing systems for the treatment of regulated and “nuisance” contaminants, specifically, iron, manganese, hydrogen sulfide, arsenic, radium, nitrate, perchlorate, and volatile organic compounds. The Water Resources Division provides water systems and services in most regions of the U.S.

Inliner Division
The Inliner Division provides a diverse range of wastewater pipeline and structure rehabilitation services with a focus on our proprietary Inliner® cured-in-place pipe (“CIPP”) which allows us to rehabilitate aging sanitary sewer, storm water and process water infrastructure to provide structural rebuilding as well as infiltration and inflow reduction. While we focus on CIPP efforts, we also provide a wide variety of other rehabilitative methods including Janssen structural renewal for service lateral connections and mainlines, slip lining, traditional excavation and replacement, U-Liner high-density polyethylene fold and form and a variety of products for structure rebuilding and coating.

Heavy Civil Division
The Heavy Civil Division provides and oversees the design and construction of water and wastewater treatment plants, as well as pipeline installation. In addition, this division designs and builds integrated water supply and wastewater treatment facilities and provides filter media and membranes. These services are also provided in connection with collector wells, surface water intakes, pumping stations and groundwater pump stations. We also design and construct biogas facilities (anaerobic digesters) for the purpose of generating and capturing methane gas, an emerging renewable energy resource.

Geoconstruction Division
The Geoconstruction Division provides specialized foundation construction services that are focused primarily on soil stabilization and subterranean structural support during the construction of dams/levees, tunnels, shafts, water lines, subways, highways and marine facilities. Services offered include jet grouting, structural diaphragm and slurry cutoff walls, cement and chemical grouting, drilled piles, vibratory ground improvement and installation of ground anchors.

Mineral Exploration Division
The Mineral Exploration Division conducts primarily aboveground drilling activities, including all phases of core drilling, reverse circulation, dual tube, hammer and rotary air-blast methods. Our service offerings include both exploratory and definitional drilling. Global mining companies hire us to extract samples from sites that the mining companies analyze for mineral content before investing heavily in development. We help them determine if there is a minable mineral deposit on the site, assess whether it will be economical to mine and to assist in mapping the mine layout. Our primary markets are in the western U.S., Mexico, Australia, Brazil and Africa. We also have ownership interests in foreign affiliates operating in Latin America that form our primary presence in this market.

Energy Division
The Energy Division focuses on the exploration and production of oil and gas properties, primarily concentrating on projects in the mid-continent region of the United States.

Other includes small energy service companies and any other specialty operations not included in one of the other divisions.
Financial information for the Company’s segments is presented below. Unallocated corporate expenses primarily consist of general and administrative functions performed on a company-wide basis and benefiting all segments. These costs include accounting, financial reporting, internal audit, treasury, corporate and securities law, tax compliance, certain executive management (chief executive officer, chief financial officer, chief operating officer and general counsel) and board of directors. Corporate assets are all assets of the Company not directly associated with a segment, and consist primarily of cash and deferred income taxes.
Three Months
Ended April 30,
(in thousands)
Water Resources
  $ 69,987     $ 64,352  
    34,368       29,055  
Heavy Civil
    72,871       84,656  
    24,205       19,824  
Water Infrastructure Group
    201,431       197,887  
Mineral Exploration
    70,567       62,767  
    3,022       5,660  
    1,445       1,057  
Total revenues
  $ 276,465     $ 267,371  
Equity in earnings of affiliates
  $ 1,932     $ 126  
Mineral Exploration
    5,830       4,543  
Total equity in earnings of affiliates
  $ 7,762     $ 4,669  
Income (loss) before income taxes
Water Resources
  $ 1,457     $ 9,601  
    1,915       2,736  
Heavy Civil
    (7,302 )     2,247  
    2,181       429  
Water Infrastructure Group
    (1,749 )     15,013  
Mineral Exploration
    19,731       17,246  
    (1,642 )     980  
    (617 )     (490 )
Unallocated corporate expenses
    (8,266 )     (9,102 )
Interest expense
    (575 )     (344 )
Total income before income taxes
  $ 6,882     $ 23,303  

Product Line Revenue Information
Water systems
  $ 54,671     $ 49,065  
Water treatment technologies