FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 31, 2000
OR
[ ] 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 33-48432
Layne Christensen Company
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 48-0920712
-------------------------------- -------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1900 Shawnee Mission Parkway, Mission Woods, Kansas 66205
--------------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(913) 362-0510
(Registrant's telephone number, including area code)
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 .
----- -----
There were 11,707,694 shares of common stock, $.01 par value
per share, outstanding on August 10, 2000.
<PAGE>
PART I
ITEM 1. Financial Statements
<TABLE>
LAYNE CHRISTENSEN COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands)
<CAPTION>
July 31, January 31,
2000 2000
----------- -----------
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 3,840 $ 3,751
Customer receivables, less allowance
of $3,059 and $3,437, respectively 52,593 44,785
Costs and estimated earnings in excess
of billings on uncompleted contracts 11,718 11,086
Inventories 30,343 29,974
Deferred income taxes 10,101 10,324
Other 6,850 5,303
--------- ---------
Total current assets 115,445 105,223
--------- ---------
Property and equipment:
Land 9,698 9,435
Buildings 18,034 16,668
Machinery and equipment 162,542 167,579
--------- ---------
190,274 193,682
Less - Accumulated depreciation (111,066) (110,687)
--------- ---------
Net property and equipment 79,208 82,995
--------- ---------
Other assets:
Investment in foreign affiliates 19,146 19,381
Goodwill and other intangible assets,
at cost less accumulated amortization 29,636 33,570
Other 4,084 4,166
--------- ---------
Total other assets 52,866 57,117
--------- ---------
$ 247,519 $ 245,335
========= =========
</TABLE>
See Notes to Consolidated Financial Statements.
<PAGE>
<TABLE>
LAYNE CHRISTENSEN COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS - (Continued)
(in thousands, except share and per share data)
<CAPTION>
July 31, January 31,
2000 2000
----------- -----------
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
Current liabilities:
Accounts payable $ 22,461 $ 16,762
Current maturities of long-term debt 3,571 3,571
Accrued compensation 12,007 12,068
Accrued insurance expense 6,959 7,357
Other accrued expenses 10,499 10,119
Billings in excess of costs and estimated
earnings on uncompleted contracts 10,398 10,101
----------- -----------
Total current liabilities 65,895 59,978
----------- -----------
Noncurrent and deferred liabilities:
Long-term debt 65,357 59,929
Deferred income taxes 40 1,380
Accrued insurance expense 4,947 5,000
Other 1,879 2,052
Minority interest 9,967 10,156
----------- -----------
Total noncurrent and deferred liabilities 82,190 78,517
----------- -----------
Contingencies
Stockholders' equity:
Preferred stock, par value $.01 per share,
5,000,000 shares authorized, none issued
and outstanding - -
Common stock, par value $.01 per share,
30,000,000 shares authorized, 11,707,694 and
11,691,129 shares issued and outstanding,
respectively 117 117
Capital in excess of par value 83,619 83,463
Retained earnings 24,700 29,150
Accumulated other comprehensive loss (8,850) (5,738)
Notes receivable from management stockholders (152) (152)
----------- -----------
Total stockholders' equity 99,434 106,840
----------- -----------
$ 247,519 $ 245,335
=========== ===========
</TABLE>
See Notes to Consolidated Financial Statements.
<PAGE>
<TABLE>
LAYNE CHRISTENSEN COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except share and per share data)
<CAPTION>
Three Months Six Months
Ended July 31, Ended July 31,
---------------------- ----------------------
2000 1999 2000 1999
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Revenues:
Net service revenues $ 72,328 $ 69,377 $ 143,113 $ 135,570
Net product sales 4,472 3,861 9,233 7,701
---------- ---------- ---------- ----------
Total 76,800 73,238 152,346 143,271
---------- ---------- ---------- ----------
Cost of revenues (exclusive of
depreciation shown below):
Cost of service revenues 53,643 49,666 107,260 98,277
Cost of product sales 3,497 3,061 7,334 5,975
---------- ---------- ---------- ----------
Total 57,140 52,727 114,594 104,252
---------- ---------- ---------- ----------
Gross profit 19,660 20,511 37,752 39,019
Selling, general and
administrative expenses 15,072 13,317 29,503 26,938
Depreciation and amortization 5,413 5,794 10,951 11,633
---------- ---------- ---------- ----------
Operating income (loss) (825) 1,400 (2,702) 448
Other income (expense):
Equity in earnings (losses)
of foreign affiliates 325 (156) 438 (55)
Interest (1,609) (1,198) (3,044) (2,368)
Other, net 574 280 836 477
---------- ---------- ---------- ----------
Income (loss) before income
taxes and minority interest (1,535) 326 (4,472) (1,498)
Income tax expense - 1,351 - 512
Minority interest, net of
income taxes 27 (151) 22 (380)
---------- ---------- ---------- ----------
Net loss $ (1,508) $ (1,176) $ (4,450) $ (2,390)
========== ========== ========== ==========
Basic and diluted loss
per share $ (.13) $ (.10) $ (.38) $ (.20)
========== ========== ========== ==========
Weighted average number of
common and dilutive
equivalent shares
outstanding 11,758,000 11,676,000 11,758,000 11,660,000
========== ========== ========== ==========
</TABLE>
See Notes to Consolidated Financial Statements.
<PAGE>
<TABLE>
LAYNE CHRISTENSEN COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW
(in thousands)
<CAPTION>
Six Months
Ended July 31,
--------------------
2000 1999
--------- ---------
<S> <C> <C>
Cash flow from operating activities:
Net loss $ (4,450) $ (2,390)
Adjustments to reconcile net loss to cash
from operations:
Depreciation and amortization 10,951 11,633
Deferred income taxes (67) (172)
Equity in (earnings) losses of foreign affiliates (438) 55
Dividends received from foreign affiliates 668 106
Minority interest (34) 587
Gain from disposal of property and equipment (423) (532)
Changes in current assets and liabilities
(exclusive of effects of acquisitions):
Increase in customer receivables (7,977) (5,010)
Increase in costs and estimated earnings in
excess of billings on uncompleted contracts (416) (1,006)
(Increase) decrease in inventories (468) 53
(Increase) decrease in other current assets (1,604) 446
Increase (decrease) in accounts payable and
accrued expenses 6,048 (2,024)
Increase in billings in excess of costs
and estimated earnings on uncompleted
contracts 308 263
Other, net (622) (27)
-------- --------
Cash from operating activities 1,476 1,982
-------- --------
Cash flow from investing activities:
Additions to property and equipment (8,066) (4,470)
Proceeds from disposal of property and equipment 1,165 1,166
Acquisitions of businesses, net of cash acquired - (422)
-------- --------
Cash from investing activities (6,901) (3,726)
-------- --------
Cash flow from financing activities:
Net borrowings under revolving facility 9,000 2,500
Repayment of long-term debt (3,572) -
-------- --------
Cash from financing activities 5,428 2,500
-------- --------
Effects of exchange rate changes on cash 86 (444)
-------- --------
Net increase in cash and cash equivalents 89 312
Cash and cash equivalents at beginning of period 3,751 2,094
-------- --------
Cash and cash equivalents at end of period $ 3,840 $ 2,406
======== ========
</TABLE>
See Notes to Consolidated Financial Statements.
<PAGE>
LAYNE CHRISTENSEN COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Accounting Policies and Basis of Presentation
The consolidated financial statements include the accounts of
Layne Christensen Company and its subsidiaries (together the
"Company"). All significant intercompany transactions have been
eliminated. Investments in affiliates (33% to 50% owned) in
which the Company exercises influence over operating and
financial policies are accounted for on 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, 2000 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.
Revenue is recognized on large, long-term contracts using the
percentage of completion method based upon materials installed
and labor costs incurred. Changes in job performance, job
conditions, and estimated profitability, including those arising
from contract penalty provisions, and final contract settlements
may result in revisions to costs and income and are recognized in
the period in which the revisions are determined. Revenue is
recognized on smaller, short-term contracts using the completed
contract method. Provisions for estimated losses on uncompleted
contracts are made in the period in which such losses are
determined.
Earnings per share are based upon the weighted average number of
common and dilutive equivalent shares outstanding. Options to
purchase common stock are included based on the treasury stock
method for dilutive earnings per share, except when their effect
is antidilutive.
The amounts paid for income taxes and interest are as follows (in
thousands):
Six Months Ended July 31,
-------------------------
2000 1999
---------- ----------
Income taxes $ 469 $ 660
Interest 2,601 2,265
During the first quarter of fiscal 2001, the Company issued 1,182
shares of common stock and 42,532 stock options to employees
related to fiscal 2000 compensation awards. The total value of
these awards was approximately $55,000, which was accrued at
January 31, 2000.
<PAGE>
2. Inventories
The Company values inventories at the lower of cost (first-in,
first-out) or market (in thousands):
As of
-----------------------
July 31, January 31,
2000 2000
---------- ----------
Raw materials $ 1,324 $ 1,422
Work in process 655 547
Finished products, parts and supplies 28,364 28,005
----------- ----------
Total $ 30,343 $ 29,974
========== ==========
3. Comprehensive Loss
<TABLE>
Components of comprehensive loss are summarized as follows (in
thousands):
<CAPTION>
Three Months Six Months
Ended July 31, Ended July 31,
------------------ ------------------
2000 1999 2000 1999
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net loss $(1,508) $(1,176) $(4,450) $(2,390)
Other comprehensive loss,
net of taxes:
Foreign currency translation
adjustments (504) (92) (3,167) 782
Unrealized gain (loss) on
available for sale investments (17) (359) 55 (340)
Change in unrecognized pension
liability - 25 - 49
------- ------- ------- -------
Comprehensive loss $(2,029) $(1,602) $(7,562) $(1,899)
======= ======= ======= =======
</TABLE>
<TABLE>
The components of accumulated other comprehensive loss for the
six months ended July 31, 2000 are as follows (in thousands):
<CAPTION>
Accumulated
Cumulative Unrealized Unrecognized Other
Translation Gain (Loss) On Pension Comprehensive
Adjustment Investments Liability Loss
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Balance, February 1, 2000 $ (4,561) $ ($1,177) $ - $ (5,738)
Period Change (3,167) 55 - (3,112)
---------- ----------- ----------- -----------
Balance, July 31, 2000 $ (7,728) $ (1,122) $ - $ (8,850)
========== =========== =========== ===========
</TABLE>
4. Operating Segments
The Company is a multi-national company operating predominantly
in two operating segments. The first operating segment includes
the Company's service operations with wholly owned operations in
the United States, Australia, East Africa, Mexico, Canada, Italy,
Indonesia and Thailand, as well as a 50%-owned joint venture in
West Africa, which are consolidated into the Company's July 31,
2000 financial statements. The service segment primarily derives
its revenues from the following service lines: water-related
products and services, mineral
<PAGE>
exploration drilling services, geotechnical construction services
and oil and gas services and exploration. The second operating
segment, products, includes the manufacturing and supply of
drilling equipment, parts and supplies. The products' operations
are primarily in the United States.
<TABLE>
Revenues and operating income pertaining to the Company's
operating segments are presented below. Total revenues of
foreign subsidiaries are those revenues related to the operations
of those subsidiaries. Intersegment sales are accounted for
based on the estimated fair market value of the products sold.
In computing operating income for foreign operations, no
allocations of general corporate expenses have been made.
Operating segment revenues and operating income are summarized as
follows (in thousands):
<CAPTION>
Six Months Ended
July 31,
----------------------
2000 1999
-------- --------
<S> <C> <C>
REVENUES
Services
United States $113,879 $109,172
-------- --------
Foreign:
Canada 5,480 2,553
Australia 4,299 5,605
Africa 14,018 13,326
Other foreign 5,437 4,914
-------- --------
Total foreign 29,234 26,398
-------- --------
Total services 143,113 135,570
-------- --------
Products 13,540 11,926
Intersegment revenues (4,307) (4,225)
-------- --------
Total products 9,233 7,701
-------- --------
Total revenues $152,346 $143,271
======== ========
OPERATING INCOME
Services
United States $ 8,311 $ 8,982
-------- --------
Foreign:
Canada 3 (75)
Australia (662) (525)
Africa (4,200) (2,204)
Other foreign (339) (805)
-------- --------
Total foreign (5,198) (3,609)
-------- --------
Total services 3,113 5,373
-------- --------
Products (579) (1,405)
Corporate (5,236) (3,520)
-------- --------
Total operating income $ (2,702) $ 448
========= ========
</TABLE>
<PAGE>
5. Contingencies
The Company's 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, "turnkey" 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 provision of
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 for 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 or business
interruption 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
Company's business. While the resolution of any of these matters
may have an impact on the financial results for the period in
which the matter is resolved, the Company believes that the
ultimate disposition of these matters will not, in the aggregate,
have a material adverse effect upon its business or consolidated
financial position, results of operations or cash flows.
================================================
<PAGE>
ITEM 2. Management's Discussion and Analysis of Results of
Operations and Financial Condition
Cautionary Language Regarding Forward-Looking Statements
This Form 10-Q contains 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 are indicated by
words or phrases such as "anticipate," "estimate," "project,"
"believe," "intend," "expect," "plan" 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
metals, unanticipated slowdowns in the Company's major markets,
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.
Demand for the Company's mineral exploration drilling services
and products depends upon the level of mineral exploration and
development activities conducted by mining companies,
particularly with respect to gold and copper. Mineral
exploration is highly speculative and is influenced by a variety
of factors, including the prevailing prices for various metals
that often fluctuate widely. In this connection, the decline in
the prices of various metals has continued to adversely impact
the level of mineral exploration and development activities
conducted by mining companies and has had, and could continue to
have, a material adverse effect on the Company.
Results of Operations
<TABLE>
The following table presents, for the periods indicated, the
percentage relationship which certain items reflected in the
Company's consolidated statements of income bear to revenues and
the percentage increase or decrease in the dollar amount of such
items period to period.
<PAGE>
<CAPTION>
Period
-to-
Three Months Six Months Period
Ended July 31, Ended July 31, Change
-------------- ---------------- ---------------
2000 1999 2000 1999 Three Six
------ ------ ------ ------ Months Months
------ ------
<S> <C> <C> <C> <C> <C> <C>
Revenues:
Water-related products and
services 59.8% 61.2% 56.3% 60.2% 2.3% (.5)%
Mineral exploration drilling 21.1 23.4 23.4 22.1 (5.5) 12.7
Geotechnical construction 11.9 9.9 13.1 12.2 26.2 14.1
Oil and gas services 1.4 .2 1.1 .1 * *
----- ----- ----- -----
Total net service revenues 94.2 94.7 93.9 94.6 4.3 5.6
Product sales 5.8 5.3 6.1 5.4 15.8 19.9
----- ----- ----- -----
Total net revenues 100.0% 100.0 % 100.0% 100.0% 4.9 6.3
===== ===== ===== =====
Cost of revenues:
Cost of service revenues 74.2% 71.6% 74.9% 72.5% 8.0 9.1
Cost of product sales 78.2 79.3 79.4 77.6 14.2 22.7
----- ----- ----- -----
Total cost of revenues 74.4 72.0 75.2 72.8 8.4 9.9
----- ----- ----- -----
Gross profit 25.6 28.0 24.8 27.2 (4.1) (3.2)
Selling, general and
administrative expenses 19.6 18.2 19.4 18.8 13.2 9.5
Depreciation and amortization 7.0 7.9 7.2 8.1 (6.8) (5.9)
----- ----- ----- -----
Operating income (loss) (1.0) 1.9 (1.8) .3 * *
Other income (expense):
Equity in earnings (losses)
of foreign affiliates .4 (.2) .3 - * *
Interest (2.1) (1.6) (2.0) (1.7) 34.3 28.5
Other, net .7 .3 .6 .4 105.0 75.3
----- ----- ----- -----
Income (loss) before income
taxes and minority interest (2.0) .4 (2.9) (1.0) * *
Income tax expense - 1.8 - .4 * *
Minority interest
(net of taxes) - (.2) - (.3) * *
----- ----- ----- -----
Net loss (2.0)% (1.6)% (2.9)% (1.7)% 28.2 86.2
===== ===== ===== =====
__________________
* Not meaningful.
</TABLE>
RESULTS OF OPERATIONS
Revenues for the three months ended July 31, 2000 increased
$3,562,000, or 4.9%, to $76,800,000 while revenues for the six
months ended July 31, 2000 increased $9,075,000, or 6.3%, to
$152,346,000 from the same periods for the prior year.
Water-related products and service revenues increased 2.3%, to
$45,849,000 from $44,802,000 for the three months ended July 31,
2000 and 1999, respectively, and were essentially flat at
$85,859,000 and $86,271,000 for the six months ended July 31,
2000 and 1999, respectively. The increase in revenues for the
second quarter was primarily the result of an increase in demand
for the Company's water-related services due to dry conditions in
the eastern half of the United States, partially offset by lower
demand for drilling services related to groundwater
contamination.
<PAGE>
Mineral exploration drilling revenues decreased 5.5%, to
$16,205,000, and increased 12.7%, to $35,687,000, for the three
and six months ended July 31, 2000, from $17,156,000 and
$31,671,000 for the three and six months ended July 31, 1999. The
decrease for the three months ended July 31, 2000 was primarily a
result of lower demand for the Company's services in the U.S. and
Australia combined with the decision to discontinue drill and
blast operations in West Africa, partially offset by increased
demand in East Africa and Canada. For the six months ended July
31, 2000 as compared to the same period in 1999, the increased
demand in East Africa and Canada more than offset the decreases
described above for the three-month period.
Geotechnical construction revenues increased 26.2%, to
$9,166,000, and 14.1%, to $19,936,000, for the three and six
months ended July 31, 2000 compared to revenues of $7,263,000 and
$17,472,000 for the three and six months ended July 31, 1999.
The increase in geotechnical revenues for the three months ended
July 31, 2000 was primarily a result of the Company's ground
freezing project for Noranda, Inc. in Quebec, Canada ("Noranda
Project"). The increase in revenues for the six months ended
July 31, 2000 was a result of the Noranda Project, combined with
increased market penetration in certain areas of the United
States.
Oil and gas service revenues were $1,108,000 and $1,631,000 for
the three and six months ended July 31, 2000 compared to revenues
of $156,000 for this division in the three and six months ended
July 31, 1999. The Company continues to develop its domestic
service operations to serve this market.
Product sales increased 15.8%, to $4,472,000, and 19.9%, to
$9,233,000, for the three and six months ended July 31, 2000 from
$3,861,000 and $7,701,000 for the three and six months ended July
31, 1999. The increase was attributed to increased demand for
drilling products within the mineral and water markets.
Gross profit was 25.6% and 24.8% of revenues for the three and
six months ended July 31, 2000 compared to 28.0% and 27.2% for
the same periods last year. The decrease in gross profit as a
percentage of revenues for the three months ended July 31, 2000
was due to pricing pressure in the international minerals and
products markets. In addition to the above, the decrease for the
six months ended July 31, 2000 was also attributable to expenses
associated with the expansion of the Company's domestic oil and
gas services and exploration activities.
Selling, general and administrative expenses increased to
$15,072,000 and $29,503,000 (or 19.6% and 19.4%, respectively, of
revenues) for the three and six months ended July 31, 2000
compared to $13,317,000 and $26,938,000 (or 18.2% and 18.8%,
respectively, of revenues) for the three and six months ended
July 31, 1999. The increases were primarily a result of expenses
associated with the expansion of the Company's domestic oil and
gas services and exploration activities and the Company's
Integrated Groundwater Services division.
<PAGE>
Depreciation and amortization decreased to $5,413,000 and
$10,951,000 for the three and six months ended July 31, 2000
compared to $5,794,000 and $11,633,000 for the same periods last
year. The decrease in depreciation was primarily a result of
certain mineral exploration assets becoming fully depreciated in
the fourth quarter of last year.
Equity in earnings (losses) of foreign affiliates was $325,000
and $438,000 for the three and six months, respectively, ended
July 31, 2000, compared to $(156,000) and $(55,000) for the same
periods last year. The increase in earnings for the periods is
attributable to an increase in exploration and development
activity in Chile and Peru.
Interest expense increased $411,000 and $676,000 for the three
and six months ended July 31, 2000 as compared to the same
periods in the prior year. The increases were primarily a result
of an increase in the Company's average borrowings during the
periods combined with an increase in interest rates for the
periods.
No benefit for income taxes was recorded for the three and six
months ended July 31, 2000, compared to recording an expense of
$1,351,000 and $512,000 for the same periods last year. No
benefit was recorded during the periods as the Company's ability
to realize the benefit over the entire fiscal year is uncertain
due to the impact of non-deductible expenses which partially
offset any tax benefit attributable to lower taxable earnings.
CHANGES IN FINANCIAL CONDITION
Cash from operations was $1,476,000 for the six months ended July
31, 2000 compared to $1,982,000 for the same period last year.
The decrease in cash from operations is primarily attributable to
increased expenditures related to the Company's continued
expansion of its domestic oil and gas services and exploration
activities. Borrowings under the Company's available credit
agreement were primarily used for additions to property and
equipment were $8,066,000 for the six-month period ended July 31,
2000.
The Company believes that borrowings from its available credit
agreement and cash from operations will be sufficient for the
Company's seasonal cash requirements and to fund its budgeted
capital expenditures for at least the balance of the fiscal year.
<PAGE>
PART II
ITEM 1 - Legal Proceedings
NONE
ITEM 2 - Changes in Securities
NOT APPLICABLE
ITEM 3 - Defaults Upon Senior Securities
NOT APPLICABLE
ITEM 4 - Submission of Matters to a Vote of Security Holders
An annual meeting of stockholders was held on May 25, 2000.
Set forth below is a brief description of each matter voted upon
at the meeting and the results of the balloting:
a) Election of Robert J. Dineen as a Class II Director to
hold office for a term expiring at the 2003 Annual
Meeting of the Stockholders of the Company and until his
successor is duly elected and qualified or until his
earlier death, retirement, resignation or removal:
For Against Withheld Authority
---------- ------- ------------------
10,882,936 -0- 68,677
b) Election of Sheldon R. Erikson as a Class II Director to
hold office for a term expiring at the 2003 Annual
Meeting of the Stockholders of the Company and until his
successor is duly elected and qualified or until his
earlier death, retirement, resignation or removal:
For Against Withheld Authority
---------- ------- ------------------
10,884,236 -0- 67,377
c) Ratification and approval of the selection of the
accounting firm of Deloitte and Touche LLP as the
independent auditors of the Company for the fiscal year
ended January 31, 2001:
For Against Withheld Authority
---------- ------- ------------------
10,927,721 5,500 18,392
<PAGE>
ITEM 5 - Other Information
NONE
ITEM 6 - Exhibits and Reports on Form 8-K
The exhibits filed with or incorporated by reference in this
report are listed below:
EXHIBIT NO. DESCRIPTION
10.1 Fourth Modification and Extension Agreement
between Parkway Partners, L.L.C. and Layne
Christensen Company executed May 17,
2000, effective as of December 29, 1998.
27(1) Financial Data Schedule
<PAGE>
* * * * * * * * * *
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.
Layne Christensen Company
--------------------------------
(Registrant)
DATE: August 24, 2000 /s/ A.B. Schmitt
---------------------------------
A.B. Schmitt, President
and Chief Executive Officer
DATE: August 24, 2000 /s/Jerry W. Fanska
---------------------------------
Jerry W. Fanska, Vice President
Finance and Treasurer
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
10.1 Fourth Modification and Extension Agreement
between Parkway Partners, L.L.C and Layne
Christensen Company executed May 17, 2000,
effective as of December 29, 1998.
27(1) Financial Data Schedule.
