Attached files

file filename
8-K - LAYNE CHRISTENSEN COMPANY 8-K - LAYNE CHRISTENSEN COa50499472.htm
EX-10.1 - EXHIBIT 10.1 - LAYNE CHRISTENSEN COa50499472ex10_1.htm
EX-99.2 - EXHIBIT 99.2 - LAYNE CHRISTENSEN COa50499472ex99_2.htm
EX-10.2 - EXHIBIT 10.2 - LAYNE CHRISTENSEN COa50499472ex10_2.htm
Exhibit 99.1
 
 
Logo


 
Contacts:
Layne Christensen Company
The Equity Group Inc.
 
Jerry W. Fanska
Devin Sullivan
 
Sr. Vice President Finance
Sr. Vice President
 
913-677-6858
212-836-9608
 
www.layne.com
www.theequitygroup.com
 
 
THURSDAY, December 6, 2012

LAYNE CHRISTENSEN REPORTS THIRD QUARTER FISCAL 2013 FINANCIAL RESULTS

Net income from continuing operations for Q3 FY2013 was $8.8 million, or $0.45 per diluted share, compared to net income from continuing operations of $8.7 million, or $0.45 per diluted share, last year.
 
During Q3 FY2013, Layne’s Energy Division completed the sale of its exploration and production assets that were previously written down to market value, for $15 million.
 
Heavy Civil incurred a pre-tax loss of $5.5 million in Q3 FY2013 compared to a pre-tax loss of $3.7 million last year; however, improved by $3.4 million from Q2 FY2013 as a result of overhead reductions and the nearing of completion of low-margin legacy projects.
 
Mineral Exploration revenues and pre-tax earnings were down 15.0% and 34.5%, respectively, in Q3 FY2013 compared to Q3 FY2012, primarily reflecting reduced mine exploration activities by our clients in Australia and Africa.
 
As of October 31, 2012, cash and cash equivalents were $44.3 million, long-term debt, excluding current maturities, was $118.3 million, and Layne stockholders’ equity was $435.9 million ($21.99 per share).
 
 
 “Our Water Resources, Inliner, and Geoconstruction segments each reported increased profitability over the same period last year. Heavy Civil’s pre-tax loss in Q3 FY2013 declined by 38% from the immediately preceding second quarter, reflecting the success of our cost cutting initiatives, management changes at this business, and a deliberate migration toward negotiated work. Although there is still much to be done, we are also very pleased with Heavy Civil’s progress in working through low margin legacy backlog while winning new projects with higher associated margins. New business development at each of our Divisions remains a high priority. Global economic and credit uncertainty produced a decline in mineral exploration activity in Australia and Africa, the result of which was lower quarterly revenues at our Mineral Exploration business. This revenue decline and the impact of fixed segment overhead costs combined to produce a notable decrease in segment pre-tax earnings in Q3 FY2013. Although we expect to maintain profitability at our Mineral Exploration segment in Q4 FY2013, we now expect Mineral Exploration’s pre-tax earnings for FY2013 will be down 15-20% as compared with FY2012 results. Layne’s overall profitability for Q3 FY2013 was also positively impacted by the reversal of previously established reserves for uncertain tax positions.”
 
--Rene J. Robichaud, President and Chief Executive Officer
 
 
 
 

 

Financial Data
 
Three Months
   
%
   
Nine Months
   
%
 
(000's, except per share data)
 
10/31/12
   
10/31/11
   
Change
   
10/31/12
   
10/31/11
   
Change
 
Revenues
                                   
--Water Resources
  $ 72,962     $ 70,320       3.8     $ 213,582     $ 207,096       3.1  
--Inliner
    32,115       36,959       (13.1 )     101,682       97,607       4.2  
--Heavy Civil
    70,472       88,463       (20.3 )     219,723       265,235       (17.2 )
--Geoconstruction
    44,816       21,085       112.5       104,208       64,199       62.3  
--Water Infrastructure
    220,365       216,827       1.6       639,195       634,137       0.8  
--Mineral Exploration
    61,263       72,109       (15.0 )     202,254       203,873       (0.8 )
--Other
    1,251       877       42.6       4,433       2,824       57.0  
Total revenues
  $ 282,879     $ 289,813       (2.4 )   $ 845,882     $ 840,834       0.6  
Net income from continuing operations attributable to
                                               
  Layne Christensen Company**
  $ 8,823     $ 8,708       1.3     $ 10,559     $ 31,485       (66.5 )
Diluted income per share - continuing operations
  $ 0.45     $ 0.45       -     $ 0.53     $ 1.60       (66.9 )
                                                 
Net income (loss) attributable to
                                               
Layne Christensen Company**
  $ 8,476     $ 8,753       (3.2 )   $ (11,799 )   $ 32,429       (136.4 )
Diluted income  (loss) per share
  $ 0.43     $ 0.45       (4.4 )   $ (0.60 )   $ 1.65       (136.4 )
                                                 
                                                 
                                                 
Reconciliation to non-GAAP Financial Data
 
Three Months
   
%
   
Nine Months
   
%
 
(000's, except per share data)
 
10/31/2012
   
10/31/2011
   
Change
   
10/31/2012
   
10/31/2011
   
Change
 
Net income (loss) from continuing operations attributable to
                                               
  Layne Christensen Company
  $ 8,823     $ 8,708       1.3     $ 10,559     $ 31,485       (66.5 )
Loss on remeasurement of equity investment
    -       -       ***       7,705       -       ***  
                                                 
  Net income from continuing operations attributable to
                                               
  Layne Christensen Company excluding loss on
                                               
  remeasurement of equity investment*
  $ 8,823     $ 8,708       1.3     $ 18,264     $ 31,485       (42.0 )
Diluted income per share - continuing operations excluding
 
 
                                         
loss on remeasurement of equity investment
  $ 0.45     $ 0.45       -     $ 0.92     $ 1.60       (40.0 )

* Management believes the exclusion of this item provides a useful basis for evaluating underlying business performance, but should not be considered in isolation and is not in accordance with, or a substitute for, evaluating business performance utilizing GAAP financial information.
** During the third quarter of fiscal 2013, the Company completed the sale of the exploration and production assets of its Energy Division for $15 million. Results of the Energy Division recorded as discontinued operations was a loss (net of tax) of $0.3 million for Q3 FY2013.
*** Not meaningful
 
 
-more-

 
 
MISSION WOODS, KANSAS, Thursday, December 6, 2012 – Layne Christensen Company (Nasdaq: LAYN) today announced financial results for the fiscal 2013 third quarter (Q3 FY2013) and nine months ended October 31, 2012, including a discussion of results of operations by division.

Revenues for Q3 FY2013 decreased $6.9 million, or 2.4%, to $282.9 million from $289.8 million for the fiscal 2012 third quarter ended October 31, 2011.  This decline was driven primarily by lower revenues at Heavy Civil, Inliner, and Mineral Exploration, partially offset by higher revenues at the Geoconstruction and Water Resources divisions.  Refer to division data below for additional details.

Net income from continuing operations for Q3 FY2013 was $8.8 million, or $0.45 per diluted share, compared to $8.7 million, or $0.45 per diluted share, in the same period last year.  Net income for Q3 FY2013, including discontinued operations, was $8.5 million, or $0.43 per diluted share compared to $8.8 million, or $0.45 per diluted share, in last year’s third quarter.

Cost of revenues decreased $1.7 million, or 0.8%, to $224.7 million (79.4% of revenues) for Q3 FY2013 from $226.4 million (78.1% of revenues) for the same period last year. Margin pressures across most divisions, especially those exposed to the municipal sector, and cost overruns in Heavy Civil increased cost of revenues as a percentage of revenues for Q3 FY2013.

Selling, general and administrative expenses decreased 10.1% to $38.8 million (13.7% of revenues) for Q3 FY2013 from $43.2 million (14.9% of revenues) for the same period last year. The decline was primarily due to lower legal and professional fees of $2.5 million, lower operating taxes of $2.0 million due to a prior year assessment made in a foreign jurisdiction, and $2.4 million lower compensation costs due to severance costs incurred in the prior year related to the transition of the chief executive officer and other executives.

Depreciation and amortization increased 14.4% to $15.7 million for Q3 FY2013 from $13.8 million for the same period last year, primarily the result of additional assets from acquisitions and property additions.

Equity in earnings of affiliates decreased 24.1% to $4.9 million for Q3 FY2013 from $6.5 million for the same period last year. The decrease is primarily due to the purchase on May 30, 2012, of the remaining 50% interest in Diberil, a previously non-controlled equity investment, the current earnings from which  are now consolidated and no longer recorded as equity in earnings.
 
Interest expense increased to $1.6 million for Q3 FY2013 from $0.7 million for the same period last year, the result of increased borrowings on our credit facilities to fund capital expenditures, acquisitions and working capital needs.

Other income, net, for Q3 FY2013 consisted primarily of recognition of $0.7 million of previously deferred gain on the sale of an operating facility in California, gains on other sales of surplus equipment of $0.6 million and foreign exchange losses of $0.7 million.

An income tax benefit of $1.0 million was recorded for continuing operations for Q3 FY2013 compared to income tax expense for continuing operations of $4.2 million for Q3 FY2012.  The Company had several discrete period items impacting the tax rate for Q3FY2013, as certain of the Company’s tax years in the U.S. and foreign jurisdictions were closed with no adjustments, resulting in the reversal of previously established reserves for uncertain tax positions totaling $3.1 million. The effective tax rate for continuing operations for  Q3 FY2013, excluding these discrete items, was 26.5%  compared to 30.6% in Q3 FY2012.  The decrease in the effective rate without regard to discrete items as compared to the prior year was primarily due to a change in the mix of domestic and foreign income along with the favorable tax treatment of equity in earnings of affiliates which are permanently reinvested.

Summary of Operating Segment Data
 
The following table summarizes financial information for the Company’s operating segments. A discussion of the results for Q3 FY2013 of each segment follows the table.
 
 
 

 
 
   
Three Months
   
Nine Months
 
   
Ended October 31,
   
Ended October 31,
 
(in thousands)
 
2012
   
2011
   
2012
   
2011
 
Revenues
                       
Water Resources
  $ 72,962     $ 70,320     $ 213,582     $ 207,096  
Inliner
    32,115       36,959       101,682       97,607  
Heavy Civil
    70,472       88,463       219,723       265,235  
Geoconstruction
    44,816       21,085       104,208       64,199  
Water Infrastructure
    220,365       216,827       639,195       634,137  
Mineral Exploration
    61,263       72,109       202,254       203,873  
Other
    1,251       877       4,433       2,824  
Total revenues
  $ 282,879     $ 289,813     $ 845,882     $ 840,834  
Equity in earnings of affiliates
                               
Geoconstruction
  $ -     $ 1,236     $ 3,488     $ 2,161  
Mineral Exploration
    4,947       5,284       15,581       16,864  
Total equity in earnings of affiliates
  $ 4,947     $ 6,520     $ 19,069     $ 19,025  
Income (loss) from continuing operations before income taxes
                               
Water Resources
  $ 4,372     $ 1,122     $ 9,023     $ 15,166  
Inliner
    2,791       2,430       7,927       7,815  
Heavy Civil
    (5,487 )     (3,658 )     (21,632 )     (3,336 )
Geoconstruction
    5,233       4,313       4,617       9,219  
Water Infrastructure
    6,909       4,207       (65 )     28,864  
Mineral Exploration
    10,535       16,074       46,854       52,139  
Other
    (1,010 )     (750 )     (2,989 )     (2,078 )
Unallocated corporate expenses
    (6,794 )     (5,083 )     (23,481 )     (22,354 )
Interest expense
    (1,604 )     (700 )     (3,020 )     (1,761 )
Total income from continuing operations before income taxes
  $ 8,036     $ 13,748     $ 17,299     $ 54,810  
 
Division Data
 
Water Resources Division
 
Three Months
   
Nine Months
 
   
Ended October 31,
   
Ended October 31,
 
(in thousands)
 
2012
   
2011
   
2012
   
2011
 
Revenues
  $ 72,962     $ 70,320     $ 213,582     $ 207,096  
Income before income taxes
    4,372       1,122       9,023       15,166  
 
Water Resources Division revenues increased $2.6 million, or 3.8%, for Q3 FY2013, primarily the result of projects beginning in Ethiopia and improved performance in the Southeast and Midwest Groups due to drought-related projects.
 
The increase in income before income taxes was primarily the result of the improved revenue performance in the Southeast and Midwest regions, and steps being taken to rationalize overhead costs in the water treatment product lines.
 
The backlog in the Water Resources Division was $89.8 million as of October 31, 2012, compared to $92.0 million as of July 31, 2012, and $110.4 million as of October 31, 2011.
 
Inliner Division
 
Three Months
   
Nine Months
 
   
Ended October 31,
   
Ended October 31,
 
(in thousands)
 
2012
   
2011
   
2012
   
2011
 
Revenues
  $ 32,115     $ 36,959     $ 101,682     $ 97,607  
Income before income taxes
    2,791       2,430       7,927       7,815  
 
Inliner Division revenues decreased $4.8 million, or 13.1%, for Q3 FY2013, due mostly to activity in two U.S. offices which, during the quarter, were in the process of completing significant projects and waiting to mobilize to new projects. Despite lower revenues in those offices, income before income taxes for Q3 FY2013 increased 14.9% due to an improved mix of business in other Inliner offices.
 
The backlog in the Inliner Division was $64.0 million as of October 31, 2012, compared to $65.2 million as of July 31, 2012, and $91.0 million as of October 31, 2011.
 
Heavy Civil Division
 
Three Months
   
Nine Months
 
   
Ended October 31,
   
Ended October 31,
 
(in thousands)
 
2012
   
2011
   
2012
   
2011
 
Revenues
  $ 70,472     $ 88,463     $ 219,723     $ 265,235  
Income (loss) before income taxes
    (5,487 )     (3,658 )     (21,632 )     (3,336 )
 
 
 

 
 
The decline in revenues for the Heavy Civil Division in Q3 FY2013 was primarily due to a decrease of $19.8 million for plant construction work.  We continue to be more selective as we seek projects with higher margin opportunities.  As a result, we have significantly reduced our plant construction operations in most areas of the country since this type of work does not currently meet our profit criteria.
 
The pre-tax loss at Heavy Civil for Q3 FY2013 increased by $1.8 million, or 50.0%, from last year’s third quarter, due to reduced activity levels, continued cost overruns on certain projects, and excess administrative overhead costs.  However, the Q3 FY2013 loss declined by $3.4 million, or 38.0%, from Q2 FY2013.  We are focused on completing low margin legacy projects as cost efficiently as possible while securing new business with a higher margin potential.  We are also reducing overhead at Heavy Civil.  Headcount in the division is 19% less than last year.
 
The backlog in the Heavy Civil Division was $325.8 million as of October 31, 2012, compared to $309.4 million as of July 31, 2012, and $261.5 million as of October 31, 2011. The backlog at October 31, 2012, includes the previously announced project for Islamorada, Florida, for $88.7 million, which is expected to proceed over the next two years.
 
Geoconstruction Division
 
Three Months
   
Nine Months
 
   
Ended October 31,
   
Ended October 31,
 
(in thousands)
 
2012
   
2011
   
2012
   
2011
 
Revenues
  $ 44,816     $ 21,085     $ 104,208     $ 64,199  
Income before remeasurement of equity investment
    5,233       4,313       12,322       9,219  
Loss on remeasurement of equity investment
    -       -       (7,705 )     -  
Income before income taxes
    5,233       4,313       4,617       9,219  
Equity in earnings of affiliate, included in above earnings
    -       1,236       3,488       2,161  
 
On May 30, 2012, the Geoconstruction Division acquired the remaining 50% of Diberil. Subsequent to that date, the results of Diberil are reported on a consolidated basis, rather than on an equity basis as had been done previously.

Geoconstruction Division revenues increased $23.7 million in Q3 FY2013, which reflected revenue of $15.6 million due to the Diberil consolidation (no comparable amount was recorded last year), as well as revenues associated with the progress of a ground stabilization project in Washington D.C.

Including its consolidated and equity basis results, Diberil contributed $4.7 million of income before income taxes for Q3 FY2013, compared to $1.2 million in the same period last year. Results at Diberil have improved over the last year due to good performance on a river crossing project in the Amazon.

Income before income taxes increased $0.9 million for Q3 FY2013 from the prior year period, due to the Diberil results as discussed above, offset by the adverse impact of upfront start-up costs on more recent projects.

The backlog in the Geoconstruction Division was $42.7 million as of October 31, 2012, compared to $71.5 million as of July 31, 2012, and $30.7 million as of October 31, 2011.
 
Mineral Exploration Division
 
Three Months
   
Nine Months
 
   
Ended October 31,
   
Ended October 31,
 
(in thousands)
 
2012
   
2011
   
2012
   
2011
 
Revenues
  $ 61,263     $ 72,109     $ 202,254     $ 203,873  
Income before income taxes
    10,535       16,074       46,854       52,139  
Equity in earnings of affiliates, included in above earnings
    4,947       5,284       15,581       16,864  
 
Mineral Exploration Division revenues decreased $10.8 million, or 15.0%, for Q3 FY2013 from the same period last year. The decline in revenues for the three months was primarily in Australia and Africa, reflecting reduced mine exploration activities by our clients.

Income before income taxes decreased $5.5 million, or 34.5%, for Q3 FY2013 as compared to last year. Management has taken steps to reduce overhead to offset the impact of the decrease in revenues noted above; however, certain expenses such as depreciation on previously acquired assets cannot be reduced in the short term. The combination of the lower activity levels and fixed overhead costs produced the earnings decline during the quarter.

Equity in earnings from our affiliates in Latin America was also impacted during Q3 FY2013 by slowdowns in mineral exploration activity.
 
 
 

 
 
Other
 
Three Months
   
Nine Months
 
   
Ended October 31,
   
Ended October 31,
 
(in thousands)
 
2012
   
2011
   
2012
   
2011
 
Revenues
  $ 1,251     $ 877     $ 4,433     $ 2,824  
Loss before income taxes
    (1,010 )     (750 )     (2,989 )     (2,078 )
 
Other revenues and losses before income taxes are primarily from our Layne Energy Services initiative of expanding water related services to the energy markets.

Unallocated Corporate Expenses
 
Corporate expenses not allocated to individual divisions, primarily included in selling, general and administrative expenses, were $6.8 million for Q3 FY2013 compared to $5.1 million for the same period last year. The increase was primarily due to increases in legal and professional expenses and various other expense categories.

Corporate Headquarters Consolidation
 
As announced today, Layne’s Board of Directors has approved the relocation of the Company’s global corporate headquarters from Mission Woods, Kansas, to The Woodlands, a suburb of Houston, Texas. The move is expected to commence in Spring 2013 and be completed by Winter 2013. The move will involve most executive positions in Layne’s corporate leadership, as well as certain other management and staff positions. Most senior executives from Layne’s six divisions will ultimately consolidate into the Houston headquarters.
 
In connection with this relocation, the Company expects that it will incur pre-tax charges of approximately $14-$17 million, associated with personnel relocation, employee attrition and replacement, and office relocation and other costs. Estimated expenses of $2-3 million will be incurred in Q4 FY2013, with a substantial part of the remaining costs incurred in FY2014.

Conference Call
 
Rene Robichaud, President & CEO, and Jerry W. Fanska, Senior Vice President -- Finance, will conduct a conference call at 11:00 AM ET / 10:00 AM CT this morning to discuss these results and related matters. Interested parties may participate in the call by dialing (877) 212-6082 (Domestic) or (707) 287-9332 (International). The conference call will also be broadcast live via the Investor Information sector of Layne's website at www.layne.com. To listen to the live call, please go to the website at least 15 minutes early to register, download and install any necessary audio software. If you are unable to listen live, the conference call will be archived on the website for approximately 90 days.

Forward-Looking Statements
 
This press release 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 management's 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:  the outcome of the ongoing internal investigation into, among other things, the legality, under the FCPA and local laws, of certain payments to agents and other third parties interacting with government officials in certain countries in Africa relating to the payment of taxes and the importing of equipment (including any government enforcement action which could arise out of the matters under review or that the matters under review may have resulted in a higher dollar amount of payments or may have a greater financial or business impact than management currently anticipates), prevailing prices for various commodities, unanticipated slowdowns in the Company's major markets, the availability of credit, the risks and uncertainties normally incident to the construction industry, 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.
 
Layne is a global solutions provider to the world of essential natural resources—water, mineral and energy. We offer innovative, sustainable products and services with an enduring commitment to safety, excellence and integrity.
 
 
 

 
 
LAYNE CHRISTENSEN COMPANY AND SUBSIDIARIES
CONSOLIDATED FINANCIAL DATA
 
                         
                         
   
Three Months
   
Nine Months
 
   
Ended October 31,
   
Ended October 31,
 
   
(unaudited)
   
(unaudited)
 
(in thousands, except per share data)
 
2012
   
2011
   
2012
   
2011
 
Revenues
  $ 282,879     $ 289,813     $ 845,882     $ 840,834  
Cost of revenues (exclusive of depreciation, depletion,
                               
amortization shown below)
    (224,742 )     (226,416 )     (674,516 )     (652,819 )
Selling, general and administrative expenses
    (38,827 )     (43,212 )     (120,916 )     (120,156 )
Depreciation, depletion and amortization
    (15,736 )     (13,756 )     (45,593 )     (39,994 )
Loss on remeasurement of equity investment
    -       -       (7,705 )     -  
Equity in earnings of affiliates
    4,947       6,520       19,069       19,025  
Interest expense
    (1,604 )     (700 )     (3,020 )     (1,761 )
Other income (expense), net
    1,119       1,499       4,098       9,681  
Income before income taxes
    8,036       13,748       17,299       54,810  
Income tax (expense) benefit
    976       (4,212 )     (6,151 )     (21,363 )
Net income from continuing operations
    9,012       9,536       11,148       33,447  
Net income (loss) from discontinued operations
    (347 )     45       (22,358 )     944  
Net income (loss)
    8,665       9,581       (11,210 )     34,391  
Net income attributable to noncontrolling interests
    (189 )     (828 )     (589 )     (1,962 )
Net income (loss) attributable to Layne Christensen Company
  $ 8,476     $ 8,753     $ (11,799 )   $ 32,429  
                                 
Earnings per share information attributable to
                               
Layne Christensen shareholders:
                               
Basic income per share - continuing operations
    0.45       0.45       0.54       1.62  
Basic income (loss) per share - discontinued operations
    (0.01 )     0.00       (1.15 )     0.05  
Basic income (loss) per share
  $ 0.44     $ 0.45     $ (0.61 )   $ 1.67  
                                 
Diluted income per share - continuing operations
    0.45       0.45       0.53       1.60  
Diluted income (loss) per share - discontinued operations
    (0.02 )     0.00       (1.13 )     0.05  
Diluted income (loss) per share
  $ 0.43     $ 0.45     $ (0.60 )   $ 1.65  
Weighted average shares outstanding - basic
    19,487       19,460       19,477       19,452  
Dilutive stock options and nonvested shares
    287       144       319       200  
Weighted average shares outstanding - dilutive
    19,774       19,604       19,796       19,652  

   
As of
 
   
October 31,
   
January 31,
 
(in thousands)
 
2012
   
2012
 
   
(unaudited)
   
(unaudited)
 
Balance Sheet Data:
           
Cash and cash equivalents
  $ 44,325     $ 41,916  
Working capital, including current maturities of long term debt
    190,871       136,404  
Total assets
    838,862       805,836  
Total long term debt, excluding current maturities
    118,340       52,716  
Total Layne Christensen Company stockholders' equity
    435,926       448,665  
                 
Common shares issued and outstanding
    19,826       19,669