Segments and Foreign Operations | (17) Segments and Foreign Operations We are a global solutions provider to the world of essential natural resources – water, minerals and energy. The Chief Operating Decision Maker (CODM) reviews operating results to determine the appropriate allocation of resources within the organization. The CODM defines the operational and organizational structure into discrete segments based on our primary product lines. In the first quarter of the fiscal year ended January 31, 2017, changes were made to simplify our business and streamline our operating and reporting structure. Our Collector Wells group was shifted from Heavy Civil to Water Resources to better align their operational expertise. We also shifted certain other smaller operations out of our “Other” segment and into our four reporting segments, and no longer report an “Other” segment. Information for prior periods has been recast to conform to our new presentation. During the third quarter of the fiscal year ended January 31, 2016, as a result of our strategic review of all aspects of our operations, we realigned our operating structure to combine the Energy Services segment with Water Resources segment. We determined that given the similar nature of the equipment and services for Energy Services and Water Resources, we can effectively manage our cost structure and serve our customer base in a combined segment. We now manage and report our operations through four segments: Water Resources, Inliner, Heavy Civil, and Mineral Services. Historical segment numbers have been recast to conform to this new operating structure. During the second quarter of the fiscal year ended January 31, 2016, we entered into a definitive agreement to sell our Geoconstruction business segment. The operating results of the Geoconstruction business are presented as discontinued operations and, as such, have been excluded from continuing operations and segment results for all periods presented. See Note 16 to Consolidated Financial Statements for further discussion. Layne’s segments are defined as follows: Water Resources Water Resources provides its customers with an array of water management solutions, including discovery and defining of water sources through hydrologic studies, water supply development through water well drilling and intake construction, and water delivery through pipeline and pumping infrastructure. Water Resources also brings technologies to the water and wastewater markets and offers water treatment equipment engineering services, providing systems for the treatment of regulated and nuisance contaminants, specifically, iron, manganese, hydrogen sulfide, arsenic, radium, nitrate, perchlorate, and volatile organic compounds. Water Resources drills deep injection wells for industrial and municipal clients that need to dispose of wastewater associated with their processes. Water Resources also performs complete diagnostic and rehabilitation services for existing wells, pumps and related equipment, including conducting downhole closed circuit televideo inspections to investigate and resolve water well and pump performance problems. In addition, Water Resources constructs radial collector wells through its Ranney® Collector Wells technology, which is an alternative to conventional vertical wells and can be utilized to develop moderate to very high capacities of groundwater. Water Resources provides water systems and services in most regions of the U.S. Inliner Inliner provides a wide range of process, sanitary and storm water rehabilitation solutions to municipalities and industrial customers dealing with aging infrastructure needs. Inliner focuses on its proprietary Inliner ® cured-in-place pipe (“CIPP”) which allows it to rehabilitate aging sanitary sewer, storm water and process water infrastructure to provide structural rebuilding as well as infiltration and inflow reduction. Inliner’s trenchless technology minimizes environmental impact and reduces or eliminates surface and social disruption. Inliner has the ability to supply both traditional felt-based CIPP lining tubes cured with water or steam as well as a fiberglass-based lining tubes cured with ultraviolet light. Inliner owns the North American rights to the Inliner CIPP technology, owns and operates the liner manufacturer, and also provides installation of Inliner CIPP product. While Inliner focuses on our proprietary Inliner CIPP, it provides full system renewal, including a wide variety of other rehabilitative methods including Janssen structural renewal for service lateral connections and mainlines, slip lining, traditional excavation and replacement, and form and manhole renewal with cementitious and epoxy products. Inliner provides services in most regions of the U.S. Heavy Civil Heavy Civil performs design and build services of water and wastewater treatment plants, as well as pipeline installation, to government agencies and industrial clients. In addition, Heavy Civil builds surface water intakes, pumping stations, hard rock tunnels and marine construction services-all in support of the water infrastructure in the U.S. Beyond water solutions, Heavy Civil also designs and constructs biogas facilities for the purpose of generating and capturing methane gas, an emerging renewable energy resource. Heavy Civil provides services in most regions of the U.S. As disclosed in Note 21 to the Consolidated Financial Statements, on February 8, 2017, we entered into an Asset Purchase Agreement to sell substantially all of the assets of our Heavy Civil business. Mineral Services Mineral Services conducts primarily above ground 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 engage companies such as Mineral Services to extract samples from sites that the mining companies analyze for mineral content before investing heavily in development to extract the minerals. Mineral Services helps its clients determine if minable mineral deposit is on the site, the economic viability of the mining site and the geological properties of the ground, which helps in the determination of mine planning. Mineral Services also offers its customers water management and soil stabilization expertise. Mine water management consists of vertical, large diameter wells for sourcing and dewatering; and horizontal drains for slope de-pressurization. The primary markets are in the western U.S., Mexico, and South America. As discussed in Note 18 to the Consolidated Financial Statements, during the fiscal year ended January 31, 2016, we implemented a plan to exit our operations in Africa and Australia. Mineral Services also has ownership interests in foreign affiliates operating in Latin America that form our primary presence in Chile and Peru. Financial information for our 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, legal, tax compliance, executive management and board of directors. Corporate assets consist of assets not directly associated with a segment, and consist primarily of cash and deferred income taxes. Management evaluates segment performance based primarily on revenues and Adjusted EBITDA. Adjusted EBITDA represents income or loss from continuing operations before interest, taxes, depreciation and amortization, non-cash equity-based compensation, equity in earnings or losses from affiliates, certain non-recurring items such as impairment charges, restructuring costs, gain on extinguishment of debt, and certain other gains or losses, plus dividends received from affiliates. Refer to further discussion on Non-GAAP Financial Measures Unallocated Year Ended January 31, 2017 Water Heavy Mineral Corporate Other Items/ (in thousands) Resources Inliner Civil Services Expenses Eliminations Total Revenues $ 204,577 $ 196,845 $ 137,189 $ 63,777 $ — $ (416 ) $ 601,972 (Loss) income from continuing operations before income taxes $ (17,551 ) $ 25,981 $ (5,187 ) $ (9,154 ) $ (28,022 ) $ (16,883 ) $ (50,816 ) Interest expense — — — — — 16,883 16,883 Depreciation and amortization 12,056 5,551 1,609 6,343 1,352 — 26,911 Non-cash equity-based compensation 297 380 150 208 2,509 — 3,544 Equity in earnings of affiliates — — — (2,655 ) — — (2,655 ) Restructuring costs 3,204 118 424 13,321 281 — 17,348 Other (income) expense, net (416 ) 6 (222 ) (4,369 ) 50 — (4,951 ) Dividends received from affiliates — — — 4,941 — — 4,941 Adjusted EBITDA $ (2,410 ) $ 32,036 $ (3,226 ) $ 8,635 $ (23,830 ) $ — $ 11,205 Unallocated Year Ended January 31, 2016 Water Heavy Mineral Corporate Other Items/ (in thousands) Resources Inliner Civil Services Expenses Eliminations Total Revenues $ 239,897 $ 193,704 $ 164,905 $ 86,390 $ — $ (1,886 ) $ 683,010 Income (loss) from continuing operations before income taxes $ 5,867 $ 22,946 $ (6,882 ) $ (29,176 ) $ (33,477 ) $ (13,775 ) $ (54,497 ) Interest expense — — — — — 18,011 18,011 Depreciation and amortization 13,486 4,455 2,593 10,317 1,834 — 32,685 Non-cash equity-based compensation 413 661 258 287 2,198 — 3,817 Equity in losses of affiliates — — — 612 — — 612 Impairment charges 4,598 — — — — — 4,598 Restructuring costs (1) (1 ) 14 765 16,760 321 — 17,859 Gain on extinguishment of debt — — — — — (4,236 ) (4,236 ) Other income, net (493 ) (127 ) (765 ) (774 ) (195 ) — (2,354 ) Dividends received from affiliates — — — 3,852 — — 3,852 Adjusted EBITDA $ 23,870 $ 27,949 $ (4,031 ) $ 1,878 $ (29,319 ) $ — $ 20,347 Unallocated Year Ended January 31, 2015 Water Heavy Mineral Corporate Other Items/ (in thousands) Resources Inliner Civil Services Expenses Eliminations Total Revenues $ 227,626 $ 175,001 $ 198,511 $ 121,247 $ — $ (1,817 ) $ 720,568 Income (loss) from continuing operations before income taxes $ 10,209 $ 21,996 $ (23,456 ) $ (16,011 ) $ (45,425 ) $ (13,707 ) $ (66,394 ) Interest expense — — — — — 13,707 13,707 Depreciation and amortization 12,595 4,578 4,359 18,187 2,259 — 41,978 Non-cash equity-based compensation 441 1,422 432 402 (205 ) — 2,492 Equity in losses of affiliates — — — 2,002 — — 2,002 Restructuring costs 524 — 54 1,403 717 — 2,698 Other (income) expense, net (1,029 ) (115 ) (1,959 ) 895 856 — (1,352 ) Dividends received from affiliates — — — 3,327 — — 3,327 Adjusted EBITDA $ 22,740 $ 27,881 $ (20,570 ) $ 10,205 $ (41,798 ) $ — $ (1,542 ) (1) Restructuring costs for the fiscal year ended January 31, 2016 includes $7.9 million relating to the write-down of the carrying value of inventory in our African and Australian operations, which are reflected as part of cost of revenues in the Consolidated Statement of Operations. The following table presents various financial information for each segment. Years Ended January 31, (in thousands) 2017 2016 2015 Revenues by product line Water systems $ 181,382 $ 217,001 $ 207,363 Water treatment technologies 16,626 13,746 15,226 Sewer rehabilitation 196,845 193,704 175,001 Water and wastewater plant construction 67,688 126,287 142,261 Pipeline construction 65,433 36,473 49,026 Environmental and specialty drilling 8,858 7,056 6,393 Exploration drilling 60,975 79,723 108,060 Other 4,165 9,020 17,238 Total revenues by product line $ 601,972 $ 683,010 $ 720,568 Revenues by geographic location United States $ 569,838 $ 635,018 $ 640,231 Africa/Australia 151 12,521 25,982 South America 7,989 6,363 13,106 Mexico 23,406 27,448 38,436 Other foreign 588 1,660 2,813 Total revenues $ 601,972 $ 683,010 $ 720,568 Depreciation and amortization Water Resources $ 12,056 $ 13,486 $ 12,595 Inliner 5,551 4,455 4,578 Heavy Civil 1,609 2,593 4,359 Mineral Services 6,343 10,317 18,187 Corporate 1,352 1,834 2,259 Total depreciation and amortization $ 26,911 $ 32,685 $ 41,978 As of and Years Ended January 31, (in thousands) 2017 2016 2015 Assets Water Resources $ 97,062 $ 123,246 $ 128,971 Inliner 92,305 93,107 80,495 Heavy Civil 62,166 75,923 94,284 Mineral Services 116,148 128,196 165,023 Discontinued Operations — — 36,760 Corporate 68,470 68,185 36,409 Total assets $ 436,151 $ 488,657 $ 541,942 Property and equipment, net United States $ 95,155 $ 99,718 $ 110,296 Africa/Australia 124 7,302 15,726 South America 3,818 3,269 4,882 Mexico 3,123 3,193 4,559 Other foreign — 15 66 Total property and equipment, net $ 102,220 $ 113,497 $ 135,529 Capital Expenditures Water Resources $ 7,305 $ 11,812 $ 9,549 Inliner 10,268 9,015 1,897 Heavy Civil 1,783 1,595 207 Mineral Services 3,066 3,309 2,855 Discontinued operations — 207 749 Corporate 392 490 632 Total capital expenditures $ 22,814 $ 26,428 $ 15,889 |