Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Oct. 31, 2017 | Nov. 28, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Oct. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | LAYN | |
Entity Registrant Name | LAYNE CHRISTENSEN CO | |
Entity Central Index Key | 888,504 | |
Current Fiscal Year End Date | --01-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 19,882,366 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($) $ in Thousands | Oct. 31, 2017 | Jan. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 26,085 | $ 69,000 |
Customer receivables, less allowance of $1,794 and $3,202, respectively | 75,894 | 57,252 |
Costs and estimated earnings in excess of billings on uncompleted contracts | 51,695 | 48,623 |
Inventories | 19,492 | 18,697 |
Other | 14,761 | 16,751 |
Current assets of discontinued operations | 40,160 | |
Total current assets | 187,927 | 250,483 |
Property and equipment, net | 117,623 | 96,985 |
Other assets: | ||
Investment in affiliates | 55,136 | 55,290 |
Goodwill | 8,915 | 8,915 |
Other intangible assets, net | 3,942 | 1,779 |
Restricted deposits - long-term | 6,354 | 5,055 |
Other | 9,573 | 11,514 |
Other assets of discontinued operations | 6,130 | |
Total other assets | 83,920 | 88,683 |
Total assets | 389,470 | 436,151 |
Current liabilities: | ||
Accounts payable | 42,980 | 41,146 |
Billings in excess of costs and estimated earnings on uncompleted contracts | 14,730 | 19,160 |
Other current liabilities | 69,921 | 64,052 |
Current liabilities of discontinued operations | 20,580 | |
Total current liabilities | 127,631 | 144,938 |
Noncurrent liabilities: | ||
Long-term debt | 165,064 | 162,346 |
Self-insurance reserve | 13,943 | 15,647 |
Deferred income taxes | 3,850 | 4,199 |
Other | 24,945 | 26,753 |
Total noncurrent liabilities | 207,802 | 208,945 |
Equity: | ||
Common stock, par value $.01 per share, 60,000 shares authorized, 19,883 and 19,805 shares issued and outstanding, respectively | 199 | 198 |
Capital in excess of par value | 371,434 | 369,160 |
Accumulated deficit | (298,706) | (268,820) |
Accumulated other comprehensive loss | (18,938) | (18,318) |
Total Layne Christensen Company equity | 53,989 | 82,220 |
Noncontrolling interests | 48 | 48 |
Total equity | 54,037 | 82,268 |
Total liabilities and equity | $ 389,470 | $ 436,151 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (Parenthetical) - USD ($) $ in Thousands | Jul. 31, 2017 | Jan. 31, 2017 |
Statement Of Financial Position [Abstract] | ||
Customer receivables, allowance | $ 1,794 | $ 3,202 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 60,000,000 | 60,000,000 |
Common stock, shares issued | 19,883,000 | 19,805,000 |
Common stock, shares outstanding | 19,883,000 | 19,805,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2017 | Oct. 31, 2016 | Oct. 31, 2017 | Oct. 31, 2016 | |
Income Statement [Abstract] | ||||
Revenues | $ 127,423 | $ 120,574 | $ 365,090 | $ 364,855 |
Cost of revenues (exclusive of depreciation and amortization, shown below) | (100,140) | (97,124) | (285,292) | (294,660) |
Selling, general and administrative expenses (exclusive of depreciation and amortization shown below) | (19,303) | (17,609) | (55,983) | (57,238) |
Depreciation and amortization | (6,821) | (6,517) | (19,678) | (19,002) |
Gain on sale of fixed assets | 881 | 2,739 | 1,913 | 2,828 |
Equity in earnings of affiliates | 1,367 | 189 | 3,093 | 1,916 |
Restructuring costs | (953) | (1,711) | (2,208) | (2,776) |
Interest expense | (4,308) | (4,206) | (12,745) | (12,661) |
Other (expense) income, net | (70) | 554 | (4) | 665 |
Loss from continuing operations before income taxes | (1,924) | (3,111) | (5,814) | (16,073) |
Income tax expense | (80) | (1,352) | (1,743) | (1,824) |
Net loss from continuing operations | (2,004) | (4,463) | (7,557) | (17,897) |
Net loss from discontinued operations | (76) | (580) | (22,329) | (1,259) |
Net loss | $ (2,080) | $ (5,043) | $ (29,886) | $ (19,156) |
Loss per share information: | ||||
Loss per share from continuing operations - basic and diluted | $ (0.10) | $ (0.23) | $ (0.38) | $ (0.91) |
Loss per share from discontinued operations - basic and diluted | (0.01) | (0.03) | (1.13) | (0.06) |
Loss per share - basic and diluted | $ (0.11) | $ (0.26) | $ (1.51) | $ (0.97) |
Weighted average shares outstanding - basic and dilutive | 19,882 | 19,791 | 19,846 | 19,782 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2017 | Oct. 31, 2016 | Oct. 31, 2017 | Oct. 31, 2016 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net loss | $ (2,080) | $ (5,043) | $ (29,886) | $ (19,156) |
Other comprehensive (loss) income: | ||||
Foreign currency translation adjustments (net of taxes of $0.0 and $0.1 million for 2017 and 2016, respectively) | (627) | 361 | (620) | 2,302 |
Other comprehensive (loss) income | (627) | 361 | (620) | 2,302 |
Comprehensive loss | $ (2,707) | $ (4,682) | $ (30,506) | $ (16,854) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (unaudited) (Parenthetical) - USD ($) $ in Millions | 9 Months Ended | |
Oct. 31, 2017 | Oct. 31, 2016 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Foreign currency translation adjustments, tax | $ 0 | $ 0.1 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED) - 9 months ended Oct. 31, 2017 - USD ($) $ in Thousands | Total | Common Stock | Capital In Excess of Par Value | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive Loss | Total Layne Christensen Company Equity | Noncontrolling Interests |
Beginning balance at Jan. 31, 2017 | $ 82,268 | $ 198 | $ 369,160 | $ (268,820) | $ (18,318) | $ 82,220 | $ 48 |
Beginning balance (in shares) at Jan. 31, 2017 | 19,805,000 | ||||||
Net loss | (29,886) | (29,886) | (29,886) | ||||
Other comprehensive loss | (620) | (620) | (620) | ||||
Issuance of stock for vested restricted stock units | $ 1 | (1) | |||||
Issuance of stock for vested restricted stock units (in shares) | 76 | ||||||
Shares purchased and subsequently cancelled | (184) | (184) | (184) | ||||
Shares purchased and subsequently cancelled (in shares) | (23) | ||||||
Issuance of stock upon exercise of options | $ 205 | 205 | 205 | ||||
Issuance of stock upon exercise of options (in shares) | 25,000 | 25 | |||||
Equity-based compensation | $ 2,254 | 2,254 | 2,254 | ||||
Ending balance at Oct. 31, 2017 | $ 54,037 | $ 199 | $ 371,434 | $ (298,706) | $ (18,938) | $ 53,989 | $ 48 |
Ending balance (in shares) at Oct. 31, 2017 | 19,883,000 |
CONDENSED CONSOLIDATED STATEME8
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED) - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 31, 2017 | Oct. 31, 2016 | |
Cash flow from operating activities: | ||
Net loss | $ (29,886) | $ (19,156) |
Adjustments to reconcile net loss to cash flow from operating activities: | ||
Depreciation and amortization | 19,965 | 20,247 |
Bad debt expense | 1,338 | 1,418 |
Loss on sale of discontinued operations | 19,025 | |
Deferred income taxes | (145) | 656 |
Equity-based compensation | 2,254 | 2,749 |
Amortization of discount and deferred financing costs | 3,360 | 3,133 |
Equity in earnings of affiliates | (3,093) | (1,916) |
Dividends received from affiliates | 3,202 | 3,014 |
Gain on sale of fixed assets | (1,917) | (3,051) |
Interest earned on restricted deposits | (89) | |
Changes in assets and liabilities: | ||
Customer receivables | (17,715) | 4,499 |
Costs and estimated earnings in excess of billings on uncompleted contracts | (4,102) | 2,868 |
Inventories | (922) | 662 |
Other current assets | 1,633 | (611) |
Accounts payable and accrued expenses | 3,258 | (5,640) |
Billings in excess of costs and estimated earnings on uncompleted contracts | (2,618) | 3,122 |
Other, net | (1,433) | (225) |
Cash (used in) provided by operating activities | (7,885) | 11,769 |
Cash flow from investing activities: | ||
Capital expenditures | (40,670) | (14,969) |
Proceeds from sale of fixed assets | 2,073 | 8,520 |
Proceeds from sale of business | 3,468 | |
Investment in foreign affiliate | (25) | |
Release of cash from restricted accounts | 1,944 | |
Cash used in investing activities | (35,154) | (4,505) |
Cash flow from financing activities: | ||
Payment of debt issuance costs | (9) | |
Principal payments under capital lease obligation | (16) | (63) |
Issuance of stock upon exercise of stock options | 205 | |
Shares purchased and subsequently cancelled | (184) | (2) |
Cash provided by (used in) financing activities | 5 | (74) |
Effects of exchange rate changes on cash | 119 | (48) |
Net (decrease) increase in cash and cash equivalents | (42,915) | 7,142 |
Cash and cash equivalents at beginning of period | 69,000 | 65,569 |
Cash and cash equivalents at end of period | $ 26,085 | $ 72,711 |
Accounting Policies and Basis o
Accounting Policies and Basis of Presentation | 9 Months Ended |
Oct. 31, 2017 | |
Accounting Policies [Abstract] | |
Accounting Policies and Basis of Presentation | 1. Accounting Policies and Basis of Presentation Description of Business —Layne Christensen Company and its subsidiaries (together, “Layne,” the “Company,” “we,” “our,” or “us”) is a global water management, infrastructure services and drilling company, providing responsible solutions to the world of essential natural resources – water, minerals and energy. We offer innovative, sustainable products and services with an enduring commitment to safety, excellence and integrity. We primarily operate in North America and Brazil. Our customers include government agencies, investor-owned utilities, industrial companies, global mining companies, consulting engineering firms, oil and gas companies, power companies and agribusinesses. We have ownership interest in certain foreign affiliates operating in Latin America. See Note 7 to the Condensed Consolidated Financial Statements. Fiscal Year — Our fiscal year end is January 31. References to fiscal years, or “FY2018” are to the twelve months ended January 31 of that year. Principles of Consolidation — The Condensed Consolidated Financial Statements include our accounts and the accounts of all of our subsidiaries where we exercise control. For investments in subsidiaries that are not wholly-owned, but where we exercise control, the equity held by the minority owners and their portions of net income (loss) are reflected as noncontrolling interests. All intercompany accounts and transactions have been eliminated in consolidation. Investment in Affiliated Companies — Investments in affiliates (20% to 50% owned) in which we have the ability to exercise significant influence, but do not hold a controlling interest over operating and financial policies, are accounted for by the equity method. We evaluate our equity method investments for impairment at least annually or when events or changes in circumstances indicate there is a loss in value of the investment that is other than a temporary decline. Presentation — The unaudited Condensed Consolidated Financial Statements included herein have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States of America (“U.S.”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information. Accordingly, certain information and disclosures normally included in our annual consolidated financial statements have been condensed or omitted. These Condensed Consolidated Financial Statements should be read in conjunction with our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2017 (“Annual Report”). We believe the Condensed Consolidated Financial Statements included herein reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the interim periods. The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full year. In the Notes to Condensed Consolidated Financial Statements, all dollar amounts in tabulations are in thousands of dollars, unless otherwise indicated. As discussed further in Note 9 to the Condensed Consolidated Financial Statements, during the first quarter of FY2018, we completed the sale of substantially all of the assets of our Heavy Civil business. The results of operations related to the Heavy Civil business, including the final working capital adjustment, have been classified as discontinued operations for all periods presented. Unless noted otherwise, discussion in these Notes to Condensed Consolidated Financial Statements pertain to continuing operations. Additionally, as part of management’s continued analysis in connection with the Water Resources Business Performance Initiative, we determined a better reflection of cost of revenues is to include indirect project manager costs that historically have been presented in selling, general and administrative expenses. Indirect project manager costs are included in cost of revenues beginning with the first quarter of FY2018, and prior periods have been revised. For the three and nine months ended October 31, 2016, approximately $2.0 million and $6.7 million, respectively, of these indirect project manager costs are now included in cost of revenue. Net gain on sale of fixed assets were previously reported in other income (expense), net within the Condensed Consolidated Statement of Operations, rather than separately as part of income (loss) from operations or within cost of revenues as per SEC Regulation S-X guidance. We have corrected all periods presented in the accompanying Condensed Consolidated Statement of Operations. The change in presentation had no effect on net loss and does not affect the Condensed Consolidated Balance Sheets. Business Segments — We currently report our financial results under three reporting segments consisting of Water Resources, Inliner, and Mineral Services. As noted above, during the first quarter of FY2018, we completed the sale of substantially all of the assets of our Heavy Civil business. The results of operations related to the Heavy Civil business have been classified as discontinued operations for all periods presented. We report corporate expenses under the title “Unallocated Corporate.” Unallocated corporate expenses primarily consist of general and administrative functions performed on a company-wide basis and benefiting all segments. These costs include expenses related to accounting, financial reporting, internal audit, treasury, legal, tax compliance, executive management and board of directors. Use of and Changes in Estimates — The preparation of the Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of assets and liabilities at the date of the Condensed Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. Estimates and assumptions about future events and their effects cannot be perceived with certainty, and accordingly, these estimates may change as new events occur, as more experience is acquired, as additional information is obtained and as our operating environment changes. While we believe that the estimates and assumptions used in the preparation of the Condensed Consolidated Financial Statements are appropriate, actual results could differ from those estimates. Foreign Currency Transactions and Translation — In accordance with Accounting Standards Codification (“ASC”) Topic 830, “Foreign Currency Matters,” gains and losses resulting from foreign currency transactions are included in the Condensed Consolidated Statements of Operations. Assets and liabilities of non-U.S. subsidiaries whose functional currency is the local currency are translated into U.S. dollars at exchange rates prevailing at the balance sheet date. The net foreign currency exchange differences resulting from these translations are reported in accumulated other comprehensive income (loss). Revenues and expenses are translated at average foreign currency exchange rates during the reporting period. The cash flows and financing activities of our operations in Mexico are primarily denominated in U.S. dollars. Accordingly, these operations use the U.S. dollar as their functional currency. Monetary assets and liabilities are remeasured at period end. Foreign currency transactions are measured at the current exchange rate, and nonmonetary items are measured at historical exchange rates with exchange rate differences reported in the Condensed Consolidated Statement of Operations. Net foreign currency transaction losses were ($0.0) million and ($0.3) million for the three and nine months ended October 31, 2017, respectively, and ($0.1) million and ($0.2) million for the three and nine months ended October 31, 2016, respectively and are recorded in other income (expense), net in the accompanying Condensed Consolidated Statements of Operations. Revenue Recognition — Revenues are recognized on large, long-term contracts meeting the criteria of 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. The nature of accounting for these contracts using the percentage-of-completion method is such that refinements of the estimating process for changing conditions and new developments may occur and are characteristic of the process. Many factors can and do change during a contract performance period which can result in a change to contract profitability including differing site conditions (to the extent that contract remedies are unavailable), the availability of skilled contract labor, the performance of major material suppliers, the performance of major subcontractors, unusual weather conditions and unexpected changes in material costs. These factors may result in revisions to costs and income and are recognized in the period in which the revisions become known. When the estimate on a contract indicates a loss, the entire loss is recorded during the accounting period in which the facts that caused the revision become known. Management evaluates the performance of contracts on an individual basis. In the ordinary course of business, but at least quarterly, we prepare updated estimates of cost and profit or loss for each contract. The cumulative effect of revisions in estimates of the total forecasted revenue and costs, including unapproved change orders and claims, during the course of the contract is reflected in the accounting period in which the facts that caused the revision become known. Large changes in cost estimates on larger, more complex projects can have a material impact on our financial statements and are reflected in results of operations when they become known. We record revenue on contracts relating to unapproved change orders and claims by including in revenue an amount less than or equal to the amount of the costs incurred by us to date for contract price adjustments that we seek to collect from customers for delays, errors in specifications or designs, change orders in dispute or unapproved as to scope or price, or other unanticipated additional costs, in each case when recovery of the costs is considered probable. The amount of unapproved change orders and claims revenues are included in our Condensed Consolidated Balance Sheets as part of costs and estimated earnings in excess of billings on uncompleted contracts. When determining the likelihood of eventual recovery, we consider such factors as our experience on similar projects and our experience with the customer. As new facts become known, an adjustment to the estimated recovery is made and reflected in the current period. As allowed by ASC Topic 605-35, 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 become known and reported in cost of revenues in the Condensed Consolidated Statements of Operations. We determine when short-term contracts are completed based on acceptance by the customer. Revenues for drilling contracts within Mineral Services are primarily recognized in terms of the value of total work performed to date on the basis of actual footage drilled, meterage drilled or services performed. Revenues for direct sales of equipment and other ancillary products not provided in conjunction with the performance of other services are recognized at the date of delivery to, and acceptance by, the customer. Our revenues are presented net of taxes imposed on revenue-producing transactions with our customers, such as, but not limited to, sales, use, value-added and some excise taxes. Inventories — In February 2017, we adopted Accounting Standards Update (“ASU”) 2015-11 “Inventory – Simplifying the Measurement of Inventory” issued by the Financial Accounting Standards Board (the “FASB”) on July 22, 2015, on a prospective basis. As such, our October 31, 2017 inventories are valued at the lower of cost or net realizable value and our inventories at January 31, 2017 are valued at the lower of cost or market. Implementation did not result in a material difference in our reported inventory values. Cost of U.S. inventories and the majority of foreign operations are determined using the average cost method. Inventories consist primarily of supplies and raw materials. Supplies of $17.0 million and $16.4 million and raw materials of $2.5 million and $2.3 million were included in inventories in the Condensed Consolidated Balance Sheets as of October 31, 2017 and January 31, 2017, respectively. Goodwill —In accordance with ASC Topic 350-20, “Intangibles – Goodwill and Other,” we are required to test for the impairment of goodwill on at least an annual basis. We conduct this evaluation annually as of December 31 or more frequently if events or changes in circumstances indicate that goodwill might be impaired. We believe at this time that the carrying value of goodwill is appropriate. As of October 31, 2017 and January 31, 2017, we had $8.9 million of goodwill which is all attributable to the Inliner reporting segment. Other Long-lived Assets —Long-lived assets, including amortizable intangible assets, 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 assets; • significant changes in the use of the assets; and • significant negative industry or economic trends. We found no indication for impairments as of October 31, 2017. Cash and Cash Equivalents —We consider investments with an original maturity of three months or less when purchased to be cash equivalents. Our cash equivalents are subject to potential credit risk. Our 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 amounts associated with certain letters of credit for on-going projects, escrow funds related to a certain disposition, and judicial deposits associated with tax related legal proceedings in Brazil. Allowance for Uncollectible Accounts Receivable— We make ongoing estimates relating to the collectability of our accounts receivable and maintain an allowance for estimated losses resulting from the inability of our customers to make required payments. In determining the amount of the allowance, we make judgments about the credit worthiness of customers based on ongoing credit evaluations, and also consider a review of accounts receivable aging, industry trends, customer financial strength, credit standing and payment history to assess the probability of collection. Concentration of Credit Risk — We grant credit to our customers, which may include concentrations in state and local governments or other customers. Although this concentration could affect our overall exposure to credit risk, we believe that our portfolio of accounts receivable is sufficiently diversified, thus spreading the credit risk. To manage this risk, we perform periodic credit evaluations of our customers’ financial condition, including monitoring our customers’ payment history and current credit worthiness. We do not generally require collateral in support of our trade receivables, but may require payment in advance or security in the form of a letter of credit or bank guarantee. 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 October 31, 2017 and January 31, 2017, because of the relatively short maturity of those instruments. See Note 5 to the Condensed Consolidated Financial Statements for fair value disclosures. Liquidity and Capital Resources —In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” Under this standard, management must evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about an entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. This evaluation initially does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented as of the date the financial statements are issued. When substantial doubt exists under this methodology, management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about an entity’s ability to continue as a going concern. The mitigating effect of management’s plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. Generally, to be considered probable of being effectively implemented, the plans must have been committed and/or approved before the date that the financial statements are issued. We adopted this standard in the fourth quarter of the fiscal year ended January 31, 2017. The accompanying financial statements have been prepared in conformity with GAAP, which contemplates Layne’s continuation as a going concern. Our debt structure currently consists of the following: Credit Facility • a $100 million senior secured asset-based facility that is due on April 14, 2019. As of October 31, 2017, there are no outstanding borrowings on the facility although $24.5 million of letters of credits have been issued under the facility. The maturity date for the asset-based credit facility will accelerate to May 15, 2018, if the following have not occurred on or before such date: • With respect to the 4.25% Convertible Notes, either o all of the 4.25% Convertible Notes are converted, o the maturity date for the 4.25% Convertible Notes (or any permitted refinancing indebtedness) is extended to a date after October 15, 2019, or o the 4.25% Convertible Notes are redeemed, repurchased, otherwise retired, or discharged in accordance with their terms, and • With respect to the 8.0% Convertible Notes, either o all of the 8.0% Convertible Notes are converted, or o the maturity date of the 8.0% Convertible Notes (or any permitted refinancing indebtedness) is extended to a date after October 15, 2019. We believe we can extend, expand or replace our asset-based facility by May 15, 2018. If we are unable to do so, we believe we could support the outstanding letters of credit with existing cash, other collateral or with a new facility. Convertible Notes • $69.5 million of 4.25% Convertible Notes that are due on November 15, 2018. • $99.9 million of 8.0% Convertible Notes that are due on May 1, 2019. However, if the 4.25% Convertible Notes have not been redeemed, repurchased, otherwise retired, or discharged in accordance with their terms or converted into our common stock, in each case on or prior to August 15, 2018 or the scheduled maturity date of the 4.25% Convertible Notes (or any permitted refinancing indebtedness) has not been extended to a date that is after October 15, 2019, then the 8.0% Convertible Notes will mature on August 15, 2018. With respect to our 4.25% Convertible Notes, we have retained advisors to assist us in evaluating alternatives and raising capital to refinance or extend our debt to a date beyond October 15, 2019, and eliminate the accelerating maturity provisions of the 8.0% Convertible Notes. We believe the refinance or extension of our debt is likely based on current on-going discussions with existing and new potential lenders, our improving financial performance and credit quality, and the fact that our stock price is above the $11.70 conversion price for the 8% Convertible Notes. Although we believe these refinancing options are viable and likely, because our plans to refinance or restructure our debt have not been finalized, and therefore are not in our control (in part, due to the fact that neither of our Convertible Notes can be prepaid or have redemption provisions prior to February 2018), these plans are not considered probable under the new standard. Consequently, per the standard, these conditions, in the aggregate, raise substantial doubt about our ability to continue as a going concern within one year after the date these financial statements are filed. Litigation and Other Contingencies —We are involved in litigation incidental to our business, the disposition of which is not expected to have a material effect on our business, financial position, results of operations or cash flows. In addition, some of our contracts contain provisions that require payment of liquidated damages if we are responsible for the failure to meet specified contractual milestone dates and the applicable customer asserts a claim under these provisions. In some of the cases in which we have historically had potential exposure for liquidated damages, such damages ultimately were not asserted by our customers. It is possible, however, that future results of operations for any particular quarterly or annual period could be materially affected by changes in our assumptions related to these proceedings. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability is accrued in our Condensed Consolidated Financial Statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, is disclosed. 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. Income (Loss) Per Share —Income (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the period. For periods in which we recognize losses, the calculation of diluted loss per share is the same as the calculation of basic loss per share. For periods in which we recognize net income, diluted earnings per common share is computed in the same way as basic earnings per common share except that the denominator is increased to include the number of additional common shares that would be outstanding if all potential common shares had been issued that were dilutive. 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. The 4.25% Convertible Notes and the 8.0% Convertible Notes (see Note 3 to the Condensed Consolidated Financial Statements) are included in the calculation of diluted loss per share if their inclusion is dilutive under the if-converted method. Options to purchase 0.7 million shares have been excluded from weighted average shares outstanding in the three and nine months ended October 31, 2017, respectively, as their effect was antidilutive. A total of 2.0 million nonvested shares have been excluded from weighted average shares outstanding in the three and nine months ended October 31, 2017, respectively, as their effect was antidilutive. Options to purchase 0.8 million shares have been excluded from weighted average shares outstanding in the three and nine months ended October 31, 2016, respectively, as their effect was antidilutive. A total of 1.9 million nonvested shares have been excluded from weighted average shares outstanding in the three and nine months ended October 31, 2016, 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: Nine Months Ended October 31, (in thousands) 2017 2016 Income taxes paid $ 983 $ 783 Income tax refunds (114 ) (185 ) Interest paid 6,462 6,843 Noncash investing and financing activities: Accrued capital additions 1,162 2,184 New Accounting Pronouncements— In May 2017, the FASB issued ASU 2017-09, “Compensation – Stock Compensation (Topic 718),” this ASU provides clarity and reduces both diversity in practice and cost and complexity when applying the guidance in Topic 718, Compensation – Stock Compensation, to a change to the terms or conditions of a share-based payment award. This ASU is effective after December 15, 2017 with early adoption permitted with prospective application. We have evaluated the impact of the adoption of this ASU and do not believe the effect will be material on our financial statements. In January 2017, the FASB issued ASU 2017-04, “Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment”, under the amendments in this update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. As a public business, adoption of the amendments in this update are required, prospectively, for the annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019 with early adoption permitted for testing dates after January 1, 2017. We believe the adoption of this ASU will not have a material impact on our financial statements. In January 2017, the FASB issued ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business”. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. This ASU was issued to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. Public business entities should apply the amendments in this update, prospectively, to annual periods beginning after December 15, 2017, including interim periods within those periods. We believe the adoption of this ASU will not have a material impact on our financial statements. In February 2016, the FASB issued ASU No. 2016-02, “Leases,” which establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than twelve months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. This ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. ASU 2016-02 requires modified retrospective adoption for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. We are preparing to implement changes to our accounting policies and controls, business processes and information systems to support the new accounting and disclosure requirements, which is effective for us beginning on February 1, 2019. We are currently evaluating the significance of adoption of this ASU and currently, based on our limited number of leases, we do not believe the effect will be material on our financial statements. The FASB issued ASU 2014-09, “Revenue from Contracts with Customers” on May 28, 2014 and issued the related Update 2016-20 “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers” in December, 2016 with the same effective dates as ASU 2014-09. On August 12, 2015, the FASB issued ASU 2015-14, which defers the adoption of ASU 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The collective guidance in these ASUs defines the steps to recognize revenue for entities that have contracts with customers as well as requiring significantly expanded disclosures regarding the qualitative and quantitative information of the nature, amount, timing, and uncertainty of revenue and cash flows arising from such contracts. We have completed our initial assessment of the guidance, where we determined the primary impact is the elimination of the completed contract method. We have reviewed our contract structure and have begun training for changes in how to account for our customers’ contracts under the new guidance. We anticipate adopting the new guidance beginning on February 1, 2018 using the full retrospective method that will result in restatement of the comparative periods presented. We are continuing to implement changes to our accounting policies and controls, business processes and information systems to support the new revenue recognition and disclosure requirements. We are continuing to evaluate and quantify the potential impact that these ASUs will have on our financial position and results of operations. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Oct. 31, 2017 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | 2. Property and Equipment Property and equipment consisted of the following: October 31, January 31, (in thousands) 2017 2017 Land $ 11,862 $ 10,037 Buildings and improvements 32,891 30,835 Machinery, equipment and pipeline 349,823 323,280 Property and equipment, at cost 394,576 364,152 Less - Accumulated depreciation (276,953 ) (267,167 ) Property and equipment, net $ 117,623 $ 96,985 |
Indebtedness
Indebtedness | 9 Months Ended |
Oct. 31, 2017 | |
Debt Disclosure [Abstract] | |
Indebtedness | 3. Indebtedness Debt outstanding was as follows: October 31, January 31, (in thousands) 2017 2017 4.25% Convertible Notes $ 66,506 $ 64,387 8.0% Convertible Notes 98,558 97,952 Capitalized lease obligations — 17 Less amounts representing interest — (1 ) Total debt 165,064 162,355 Less current maturities of long-term debt — (9 ) Total long-term debt $ 165,064 $ 162,346 The following table presents the carrying value of the Convertible Notes: October 31, January 31, (in thousands) 2017 2017 4.25% Convertible Notes: Carrying amount of the equity conversion component $ 3,106 $ 3,106 Principal amount of the 4.25% Convertible Notes $ 69,500 $ 69,500 Unamortized deferred financing fees (622 ) (1,033 ) Unamortized debt discount (1) (2,372 ) (4,080 ) Net carrying amount $ 66,506 $ 64,387 8.0% Convertible Notes: Principal amount of the 8.0% Convertible Notes $ 99,898 $ 99,898 Unamortized deferred financing fees (1,340 ) (1,946 ) Net carrying amount $ 98,558 $ 97,952 (1) As of October 31, 2017, the remaining period over which the unamortized debt discount will be amortized is twelve months using an effective interest rate of 9.0%. We utilize surety bonds to secure performance on a portion of our contracted projects. As of October 31, 2017 and January 31, 2017, the amount of surety bonds outstanding was $153.6 million and $223.8 million, respectively. Of the amount outstanding at October 31, 2017, $58.9 million related to surety bonds on contracts which were assumed by the purchasers of our Heavy Civil business. Layne is currently working with our surety providers to negotiate the release of $26.1 million of these surety bonds. The remaining $32.8 million of the Heavy Civil-related surety bonds are associated with projects that are nearing completion. |
Income Taxes
Income Taxes | 9 Months Ended |
Oct. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 4. Income Taxes Income tax (expense) benefit for continuing operations of ($0.1) million and ($1.7) million was recorded in the three and nine months ended October 31, 2017 compared to ($1.4) million and ($1.8) million for the same periods last year. We recorded no tax benefit on domestic deferred tax assets and certain foreign deferred tax assets generated during the three and nine months ended October 31, 2017. Current period tax expense is primarily related to income in Mexico and withholding tax related to our dividends from our affiliates, offset by favorable resolution of tax audits and statute of limitation expirations. The effective tax rate for continuing operations for the three and nine months ended October 31, 2017 was (4.2%) and (30.0%) compared to (43.5%) and (11.3%) for the same periods last year. The difference between the effective tax rates and the statutory tax rates resulted primarily from valuation allowances recorded during the respective periods on current year losses, partially offset by favorable resolution of tax audits and statute of limitation expirations. After valuation allowances, we maintain no domestic net deferred tax assets and no net deferred tax assets from foreign jurisdictions. The establishment of a valuation allowance does not have any impact on cash, nor does such an allowance preclude us from using our loss carryforwards or utilizing other deferred tax assets in the future. As of October 31, 2017 and January 31, 2017, the total amount of unrecognized tax benefits recorded was $9.0 million and $10.3 million, respectively, of which substantially all would affect the effective tax rate if recognized. It is reasonably possible that the amount of unrecognized tax benefits will decrease during the next twelve months by approximately $7.4 million due to settlements of audit issues and expiration of statutes of limitation. We classify uncertain tax positions as non-current income tax liabilities unless expected to be paid within one year. We report income tax-related interest and penalties as a component of income tax expense. As of October 31, 2017 and January 31, 2017, the total amount of liability for income tax-related interest and penalties was $8.8 million and $8.7 million, respectively. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Oct. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 5. Fair Value Measurements Our 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. Our 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. Our financial instruments held at fair value are presented below as of October 31, 2017, and January 31, 2017: Fair Value Measurements (in thousands) Carrying Value Level 1 Level 2 Level 3 October 31, 2017 Financial Assets: Long-term restricted deposits held at fair value $ 6,354 $ 6,354 $ — $ — Contingent consideration receivable (1) 4,244 — — 4,244 January 31, 2017 Financial Assets: Long-term restricted deposits held at fair value $ 5,055 $ 5,055 $ — $ — Contingent consideration receivable (1) 4,244 — — 4,244 (1) Contingent consideration receivable represents our share in the profits of one of the contracts assumed by the purchaser, as part of the sale of the Geoconstruction business on August 17, 2015. The amount was estimated based on the projected profits of the contract and is included in Other Assets in the Condensed Consolidated Balance Sheet. There have been no changes in the estimated fair value since the closing date of the sale agreement. Other Financial Instruments We use the following methods and assumptions in estimating the fair value disclosures for our other financial instruments: Convertible Notes — The Convertible Notes are measured using Level 1 inputs based upon observable quoted prices of the 4.25% Convertible Notes and the 8.0% Convertible Notes. The following table summarized the carrying values and estimated fair values of the long-term debt: October 31, 2017 January 31, 2017 (in thousands) Carrying Value Fair Value Carrying Value Fair Value 4.25% Convertible Notes $ 66,506 $ 69,326 $ 64,387 $ 64,705 8.0% Convertible Notes 98,558 127,240 97,952 115,882 |
Equity-Based Compensation
Equity-Based Compensation | 9 Months Ended |
Oct. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Equity-Based Compensation | 6. Equity-Based Compensation We have an equity-based compensation plan that provides for the granting of options to purchase or the issuance of shares of common stock at a price fixed by the Compensation Committee. As of October 31, 2017, there were 773,836 shares available to be granted under the plan as stock options or restricted stock awards. We have the ability to issue shares under the plan either from new issuances or from treasury, although we have previously issued new shares and expect to continue to issue new shares in the future. We granted 258,446 restricted stock units and 277,799 performance restricted stock units under the Layne Christensen Company 2006 Equity Incentive Plan during the nine months ended October 31, 2017. All of the awards granted during the nine month period ended October 31, 2017, may be settled in cash or shares at the Compensation Committee’s discretion except for 36,725 restricted stock units granted to the Board of Directors that are required to be settled in shares. It is the intention to settle all awards in shares. We recognized compensation cost for equity-based compensation arrangements of $0.8 million and $2.3 million for the three and nine months ended October 31, 2017, respectively, and $0.7 million and $2.7 million for the three and nine months ended October 31, 2016, respectively. Of these amounts, $0.7 million and $2.1 million, for the three and nine months ended October 31, 2017, respectively, and $0.6 million and $2.3 million for the three and nine months ended October 31, 2016, respectively, related to non-vested stock. There was no income tax benefit recognized on our equity-based compensation as a full valuation allowance has been provided on our deferred tax asset. As of October 31, 2017, there was approximately $4.6 million of total unrecognized compensation cost related to nonvested restricted stock awards and restricted stock units that is expected to be recognized over a weighted-average period of 1.9 years. As of October 31, 2017, total unrecognized compensation cost related to unvested stock options was approximately $0.1 million, which is expected to be recognized over a weighted-average period of 0.3 years. A summary of nonvested share activity for the nine months ended October 31, 2017, is as follows: Number of Shares Weighted Average Grant Date Fair Value Intrinsic Value (in thousands) Nonvested stock at February 1, 2017 1,871,640 $ 5.00 $ — Granted - Restricted stock units 258,446 8.86 Granted - Performance shares 277,799 6.92 Vested (90,238 ) 15.49 Forfeitures (296,945 ) 5.45 Nonvested stock at October 31, 2017 2,020,702 $ 5.22 $ 26,693 A summary of stock option activity for the nine months ended October 31, 2017, is as follows: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Intrinsic Value (in thousands) Outstanding at February 1, 2017 750,044 $ 14.54 6.5 Forfeited (45,022 ) 25.11 Exercised (25,000 ) 8.22 Expired (19,125 ) 42.42 Outstanding at October 31, 2017 660,897 $ 13.25 6.3 $ 2,077 Exercisable at February 1, 2017 611,453 $ 15.43 6.8 Exercisable at October 31, 2017 536,386 $ 14.04 6.1 $ 1,661 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. Nonvested stock awards having service requirements only, are valued as of the grant date closing stock price and generally vest ratably over service periods of one to five years. Other nonvested stock awards vest based upon Layne meeting various performance goals. Certain nonvested stock awards provide for accelerated vesting if there is a change of control (as defined in the plans) or the disability or the death of the executive and for equitable adjustment in the event of changes in our equity structure. We granted performance based nonvested stock awards during the nine months ended October 31, 2017, which were valued using a Monte Carlo simulation model. Assumptions used in the Monte Carlo simulation model for the stock awards granted during the nine months ended October 31, 2017 were as follows: Assumptions: 2017 Weighted-average expected volatility 59.6% Expected dividend yield 0.0% Weighted-average risk free rate 1.5% Weighted-average fair value $ 6.92 |
Investment in Affiliates
Investment in Affiliates | 9 Months Ended |
Oct. 31, 2017 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Investment in Affiliates | 7. Investment in Affiliates We have investments in affiliates that are engaged in mineral drilling services, and the manufacture and supply of drilling equipment, parts and supplies. Investment in affiliates may include other drilling-related joint ventures from time to time. A summary of material, jointly-owned affiliates, as well as their primary operating subsidiaries, if applicable, and the percentages directly and indirectly owned by us are as follows as of October 31, 2017: Percentage Owned Directly Percentage Owned Indirectly Boyles Bros Servicios Tecnicos Geologicos S.A. (Panama) 50.00% Boytec, S.A. (Panama) 50.00% Boytec Sondajes de Mexico, S.A. de C.V. (Mexico) 50.00 Sondajes Colombia, S.A. (Columbia) 50.00 Mining Drilling Fluids (Panama) 25.00 Plantel Industrial S.A. (Chile) 50.00 Christensen Chile, S.A. (Chile) 50.00 Christensen Commercial, S.A. (Chile) 50.00 Geotec Boyles Bros., S.A. (Chile) 50.00 Centro Internacional de Formacion S.A. (Chile) 50.00 Geoestrella S.A. (Chile) 25.00 Diamantina Christensen Trading (Panama) 42.69 Christensen Commercial, S.A. (Peru) 35.38 Geotec, S.A. (Peru) 35.38 Boyles Bros. Diamantina, S.A. (Peru) 29.49 Mining Drilling Fluids S.A. (Chile) 25.00 Financial information for the affiliates is reported with a one-month lag in the reporting period. The impact of the lag on our investment and results of operations are not significant. Summarized financial information of the affiliates is as follows: Three Months Nine Months Ended October 31, Ended October 31, (in thousands) 2017 2016 2017 2016 Income statement data: Revenues $ 37,362 $ 29,716 $ 106,659 $ 89,623 Gross profit 7,838 5,141 20,924 16,674 Operating income 3,963 1,324 9,618 5,602 Net income 3,268 568 7,397 4,095 |
Operating Segments
Operating Segments | 9 Months Ended |
Oct. 31, 2017 | |
Segment Reporting [Abstract] | |
Operating Segments | 8. Operating Segments During the first quarter FY2018, we sold our Heavy Civil business. The operating results of the Heavy Civil business are presented as discontinued operations and, as such, have been excluded from continuing operations and segment results for all periods presented. See Note 9 to the Condensed Consolidated Financial Statements for further discussion. With the sale of the Heavy Civil business, we now manage and report our operations through three segments: Water Resources, Inliner, and Mineral Services. Our segments are defined as follows: Water Resources Water Resources provides its customers with an array of water management solutions, including discovery and definition of water sources through hydrologic studies, water supply development through water well drilling and intake construction. Through our new Water Midstream business we provide water delivery through pipeline and pumping infrastructure with the ability to deliver non-potable water at multiple points along the pipeline route. 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 for the disposal of wastewater associated with their processes. As part of their repair and installation services, Water Resources 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. 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 ® 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 Mineral Services to extract samples that the mining companies analyze for mineral content before investing in development to extract the minerals. Mineral Services helps its clients determine if a 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. 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 Brazil. As discussed in Note 11 to the Condensed Consolidated Financial Statements, during FY2016, we implemented a plan to exit our operations in Africa and Australia. Mineral Services also has ownership interests in foreign affiliates operating 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 that benefit all segments. These costs include expenses related to accounting, financial reporting, internal audit, treasury, legal, tax compliance, executive management and board of directors. Our measure of Total Adjusted EBITDA, which may not be comparable to other companies’ measure of Total Adjusted EBITDA, represents net loss before discontinued operations, taxes, interest, depreciation and amortization, gain or loss on sale of fixed assets, non-cash equity-based compensation, equity in earnings or losses from affiliates, certain non-recurring items such as restructuring costs, and certain other gains or losses, plus dividends received from affiliates. Our chief operating decision maker evaluates segment performance based on the segment’s revenues and Adjusted EBITDA, among other factors. In addition, we use Total Adjusted EBITDA as a factor in incentive compensation decisions and our credit facility agreement uses measures similar to Total Adjusted EBITDA to measure compliance with certain covenants. Three Months Nine Months Revenues Ended October 31, Ended October 31, (in thousands) 2017 2016 2017 2016 Water Resources $ 45,902 $ 49,939 $ 132,875 $ 168,360 Inliner 54,623 50,517 155,993 151,027 Mineral Services 26,898 20,188 76,222 45,761 Other items/eliminations — (70 ) — (293 ) Total revenues $ 127,423 $ 120,574 $ 365,090 $ 364,855 Three Months Nine Months Total Adjusted EBITDA Ended October 31, Ended October 31, (in thousands) 2017 2016 2017 2016 Water Resources $ 2,082 $ (798 ) $ 3,942 $ 5,064 Inliner 8,317 9,628 25,310 24,979 Mineral Services 5,202 2,701 15,412 6,815 Unallocated corporate expenses (5,655 ) (4,495 ) (15,104 ) (18,250 ) Total Adjusted EBITDA $ 9,946 $ 7,036 $ 29,560 $ 18,608 The following table reconciles net loss to Total Adjusted EBITDA. Three Months Nine Months Reconciliation of Net Loss to Total Adjusted EBITDA Ended October 31, Ended October 31, (in thousands) 2017 2016 2017 2016 Net loss $ (2,080 ) $ (5,043 ) $ (29,886 ) $ (19,156 ) Items not included in Total Adjusted EBITDA Net loss from discontinued operations 76 580 22,329 1,259 Income tax expense 80 1,352 1,743 1,824 Interest expense 4,308 4,206 12,745 12,661 Depreciation and amortization 6,821 6,517 19,678 19,002 Gain on sale of fixed assets (881 ) (2,739 ) (1,913 ) (2,828 ) Non-cash equity-based compensation 774 619 2,543 2,637 Equity in earnings of affiliates (1,367 ) (189 ) (3,093 ) (1,916 ) Restructuring costs 953 1,711 2,208 2,776 Other expense (income), net 70 (554 ) 4 (665 ) Dividends received from affiliates 1,192 576 3,202 3,014 Total Adjusted EBITDA $ 9,946 $ 7,036 $ 29,560 $ 18,608 Three Months Nine Months Depreciation and amortization Ended October 31, Ended October 31, (in thousands) 2017 2016 2017 2016 Water Resources $ 3,078 $ 2,970 $ 9,133 $ 9,138 Inliner 1,645 1,500 4,743 4,016 Mineral Services 1,908 1,753 5,268 4,773 Corporate 190 294 534 1,075 Total depreciation and amortization $ 6,821 $ 6,517 $ 19,678 $ 19,002 Three Months Nine Months Geographic Information Ended October 31, Ended October 31, (in thousands) 2017 2016 2017 2016 United States/Canada $ 114,636 $ 110,189 $ 328,780 $ 342,052 Africa/Australia — — — 151 South America 3,260 2,756 7,652 5,057 Mexico 9,527 7,629 28,658 17,595 Total revenues $ 127,423 $ 120,574 $ 365,090 $ 364,855 |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Oct. 31, 2017 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Discontinued Operations | 9. Discontinued Operations On April 30, 2017, we completed the sale of substantially all of the assets of the Heavy Civil business to Reycon Partners LLC (the "Buyer"), which is owned by a group of private investors, including members of the former Heavy Civil senior management team working capital. After final working capital adjustments of ($2.3) million, the purchase price was $3.5 million The components of assets and liabilities of the Heavy Civil business classified as discontinued operations in the Condensed Consolidated Balance Sheets are as follows: As of January 31, (in thousands) 2017 Major classes of assets Customer receivables $ 13,731 Costs and estimated earnings in excess of billings on uncompleted contracts 22,970 Inventories 2,426 Other current assets 1,033 Total current assets of discontinued operations 40,160 Property and equipment, net 5,235 Other assets of discontinued operations 895 Total major classes of assets of discontinued operations $ 46,290 Major classes of liabilities Accounts payable $ 16,963 Billings in excess of costs and estimated earnings on uncompleted contracts 3,530 Other current liabilities 87 Total current liabilities of discontinued operations 20,580 Total major classes of liabilities of discontinued operations $ 20,580 The financial results of discontinued operations are as follows: Three Months Nine Months Ended October 31, Ended October 31, (in thousands) 2017 2016 2017 2016 Revenue $ — $ 32,993 $ 30,359 $ 107,500 Cost of revenues (exclusive of depreciation and amortization, shown below) (10 ) (30,778 ) (28,859 ) (98,677 ) Selling, general and administrative expenses (exclusive of depreciation and amortization, shown below) (66 ) (2,480 ) (4,464 ) (8,613 ) Depreciation and amortization — (348 ) (287 ) (1,245 ) Gain on sale of fixed assets — 59 4 223 Restructuring costs — (14 ) (27 ) (409 ) Other expense items - (12 ) (30 ) (38 ) Total operating loss on discontinued operations before income taxes (76 ) (580 ) (3,304 ) (1,259 ) Income tax expense — — — — Total operating loss on discontinued operations (76 ) (580 ) (3,304 ) (1,259 ) Loss on sale of discontinued operations before income taxes — — (19,025 ) — Income tax expense — — — — Total loss on discontinued operations $ (76 ) $ (580 ) $ (22,329 ) $ (1,259 ) We recorded a loss on sale of discontinued operations of $19.0 million for the nine months ended October 31, 2017, calculated as the difference between the net book value of the Heavy Civil business sold as a continuing operations of $21.2 million and cash consideration of $3.5 million, less cost to sell of $1.3 million. At January 31, 2017, we performed an asset impairment test of the Heavy Civil reporting segment and no impairment was indicated. Cash flow data relating to the Heavy Civil business is presented below: Nine Months Ended Nine Months Ended (in thousands) October 31, 2017 October 31, 2016 Cash flow data: Depreciation and amortization $ 287 $ 1,245 Capital expenditures 226 837 Bad debt expense 1,551 472 |
Contingencies
Contingencies | 9 Months Ended |
Oct. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Contingencies | 10. Contingencies Our 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 we, as is frequently the case, conduct a project on a fixed-price, turn-key basis where we delegate certain functions to subcontractors but remain responsible to the customer for the subcontracted work. In addition, we are exposed to potential liability under foreign, federal, state and local laws and regulations, contractual indemnification agreements or otherwise in connection with our services and products. Litigation arising from any such occurrences may result in Layne being named as a defendant in lawsuits asserting large claims. Although we maintain insurance protection that we consider 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 we may be subject or that we will be able to continue to obtain such insurance protection. A successful claim or damage resulting from a hazard for which we are not fully insured could have a material adverse effect on us. In addition, we do not maintain political risk insurance with respect to our foreign operations. Through one of our discontinued segments, Geoconstruction was a subcontractor on the foundation for the Salesforce Tower office building in San Francisco, We are involved in various other matters of litigation, claims and disputes which have arisen in the ordinary course of business. We believe that the ultimate disposition of these matters will not, individually and in the aggregate, have a material adverse effect upon our business or consolidated financial position, results of operations or cash flows. However, it is possible, that future results of operations for any particular quarterly or annual period could be materially affected by changes in the assumptions related to these proceedings. In accordance with U.S. GAAP, we record a liability when it is both probable that a liability has been incurred and the amount of the 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 strategies change, it is possible that our estimate of the probable liability in these matters may change. |
Restructuring Costs
Restructuring Costs | 9 Months Ended |
Oct. 31, 2017 | |
Restructuring And Related Activities [Abstract] | |
Restructuring Costs | 11. Restructuring Costs During the second quarter of FY2017, we initiated a plan to reduce our cost structure and streamline our operations to improve our profitability in our Water Resources segment (“Water Resources Business Performance Initiative”). The Water Resources Business Performance Initiative involves cost rationalization, increased standardization of functions such as sales, pricing and estimation, disposal of underutilized assets, and process improvements to drive efficiencies. Towards this continued pursuit, in FY2018, we have incurred $1.0 million and $1.1 million of restructuring expenses for the three and nine months ended October 31, 2017, respectively. We estimate remaining amounts to be incurred for the Water Resources Business Performance Initiative of approximately $1.0 million. We continued the implementation of our FY2016 Restructuring Plan during the three and nine months ended October 31, 2017. This plan involves the exit of our operations in Africa and Australia and other actions to support our strategic focus of simplifying the business and building on our capabilities in water (“FY2016 Restructuring Plan”). In FY2018, we have incurred ($0.2) million and $1.1 million of restructuring expenses for the three and nine months ended October 31, 2017, respectively. The FY2016 Restructuring Plan costs for the three and nine months ended October 31, 2017 related primarily to our Mineral Services segment. We estimate remaining amounts to be incurred for the FY2016 Restructuring Plan to be less than $0.4 million. The following table summarizes the carrying amount of the accrual for the restructuring plans discussed above: Severance and other personnel- related (in thousands) costs Other Total Balance at January 31, 2017 $ 669 $ 170 $ 839 Restructuring Costs Water Resources Business Performance Initiative 666 450 1,116 FY2016 Restructuring Plan 93 999 1,092 Total restructuring costs 759 1,449 2,208 Cash expenditures (856 ) (1,334 ) (2,190 ) Balance at October 31, 2017 $ 572 $ 285 $ 857 |
Accounting Policies and Basis20
Accounting Policies and Basis of Presentation (Policies) | 9 Months Ended |
Oct. 31, 2017 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business —Layne Christensen Company and its subsidiaries (together, “Layne,” the “Company,” “we,” “our,” or “us”) is a global water management, infrastructure services and drilling company, providing responsible solutions to the world of essential natural resources – water, minerals and energy. We offer innovative, sustainable products and services with an enduring commitment to safety, excellence and integrity. We primarily operate in North America and Brazil. Our customers include government agencies, investor-owned utilities, industrial companies, global mining companies, consulting engineering firms, oil and gas companies, power companies and agribusinesses. We have ownership interest in certain foreign affiliates operating in Latin America. See Note 7 to the Condensed Consolidated Financial Statements. |
Fiscal Year | Fiscal Year — Our fiscal year end is January 31. References to fiscal years, or “FY2018” are to the twelve months ended January 31 of that year. |
Principles of Consolidation | Principles of Consolidation — The Condensed Consolidated Financial Statements include our accounts and the accounts of all of our subsidiaries where we exercise control. For investments in subsidiaries that are not wholly-owned, but where we exercise control, the equity held by the minority owners and their portions of net income (loss) are reflected as noncontrolling interests. All intercompany accounts and transactions have been eliminated in consolidation. |
Investment in Affiliated Companies | Investment in Affiliated Companies — Investments in affiliates (20% to 50% owned) in which we have the ability to exercise significant influence, but do not hold a controlling interest over operating and financial policies, are accounted for by the equity method. We evaluate our equity method investments for impairment at least annually or when events or changes in circumstances indicate there is a loss in value of the investment that is other than a temporary decline. |
Presentation | Presentation — The unaudited Condensed Consolidated Financial Statements included herein have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States of America (“U.S.”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information. Accordingly, certain information and disclosures normally included in our annual consolidated financial statements have been condensed or omitted. These Condensed Consolidated Financial Statements should be read in conjunction with our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2017 (“Annual Report”). We believe the Condensed Consolidated Financial Statements included herein reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the interim periods. The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full year. In the Notes to Condensed Consolidated Financial Statements, all dollar amounts in tabulations are in thousands of dollars, unless otherwise indicated. As discussed further in Note 9 to the Condensed Consolidated Financial Statements, during the first quarter of FY2018, we completed the sale of substantially all of the assets of our Heavy Civil business. The results of operations related to the Heavy Civil business, including the final working capital adjustment, have been classified as discontinued operations for all periods presented. Unless noted otherwise, discussion in these Notes to Condensed Consolidated Financial Statements pertain to continuing operations. Additionally, as part of management’s continued analysis in connection with the Water Resources Business Performance Initiative, we determined a better reflection of cost of revenues is to include indirect project manager costs that historically have been presented in selling, general and administrative expenses. Indirect project manager costs are included in cost of revenues beginning with the first quarter of FY2018, and prior periods have been revised. For the three and nine months ended October 31, 2016, approximately $2.0 million and $6.7 million, respectively, of these indirect project manager costs are now included in cost of revenue. Net gain on sale of fixed assets were previously reported in other income (expense), net within the Condensed Consolidated Statement of Operations, rather than separately as part of income (loss) from operations or within cost of revenues as per SEC Regulation S-X guidance. We have corrected all periods presented in the accompanying Condensed Consolidated Statement of Operations. The change in presentation had no effect on net loss and does not affect the Condensed Consolidated Balance Sheets. |
Business Segments | Business Segments — We currently report our financial results under three reporting segments consisting of Water Resources, Inliner, and Mineral Services. As noted above, during the first quarter of FY2018, we completed the sale of substantially all of the assets of our Heavy Civil business. The results of operations related to the Heavy Civil business have been classified as discontinued operations for all periods presented. We report corporate expenses under the title “Unallocated Corporate.” Unallocated corporate expenses primarily consist of general and administrative functions performed on a company-wide basis and benefiting all segments. These costs include expenses related to accounting, financial reporting, internal audit, treasury, legal, tax compliance, executive management and board of directors. |
Use of and Changes in Estimates | Use of and Changes in Estimates — The preparation of the Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of assets and liabilities at the date of the Condensed Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. Estimates and assumptions about future events and their effects cannot be perceived with certainty, and accordingly, these estimates may change as new events occur, as more experience is acquired, as additional information is obtained and as our operating environment changes. While we believe that the estimates and assumptions used in the preparation of the Condensed Consolidated Financial Statements are appropriate, actual results could differ from those estimates. |
Foreign Currency Transactions and Translation | Foreign Currency Transactions and Translation — In accordance with Accounting Standards Codification (“ASC”) Topic 830, “Foreign Currency Matters,” gains and losses resulting from foreign currency transactions are included in the Condensed Consolidated Statements of Operations. Assets and liabilities of non-U.S. subsidiaries whose functional currency is the local currency are translated into U.S. dollars at exchange rates prevailing at the balance sheet date. The net foreign currency exchange differences resulting from these translations are reported in accumulated other comprehensive income (loss). Revenues and expenses are translated at average foreign currency exchange rates during the reporting period. The cash flows and financing activities of our operations in Mexico are primarily denominated in U.S. dollars. Accordingly, these operations use the U.S. dollar as their functional currency. Monetary assets and liabilities are remeasured at period end. Foreign currency transactions are measured at the current exchange rate, and nonmonetary items are measured at historical exchange rates with exchange rate differences reported in the Condensed Consolidated Statement of Operations. Net foreign currency transaction losses were ($0.0) million and ($0.3) million for the three and nine months ended October 31, 2017, respectively, and ($0.1) million and ($0.2) million for the three and nine months ended October 31, 2016, respectively and are recorded in other income (expense), net in the accompanying Condensed Consolidated Statements of Operations. |
Revenue Recognition | Revenue Recognition — Revenues are recognized on large, long-term contracts meeting the criteria of 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. The nature of accounting for these contracts using the percentage-of-completion method is such that refinements of the estimating process for changing conditions and new developments may occur and are characteristic of the process. Many factors can and do change during a contract performance period which can result in a change to contract profitability including differing site conditions (to the extent that contract remedies are unavailable), the availability of skilled contract labor, the performance of major material suppliers, the performance of major subcontractors, unusual weather conditions and unexpected changes in material costs. These factors may result in revisions to costs and income and are recognized in the period in which the revisions become known. When the estimate on a contract indicates a loss, the entire loss is recorded during the accounting period in which the facts that caused the revision become known. Management evaluates the performance of contracts on an individual basis. In the ordinary course of business, but at least quarterly, we prepare updated estimates of cost and profit or loss for each contract. The cumulative effect of revisions in estimates of the total forecasted revenue and costs, including unapproved change orders and claims, during the course of the contract is reflected in the accounting period in which the facts that caused the revision become known. Large changes in cost estimates on larger, more complex projects can have a material impact on our financial statements and are reflected in results of operations when they become known. We record revenue on contracts relating to unapproved change orders and claims by including in revenue an amount less than or equal to the amount of the costs incurred by us to date for contract price adjustments that we seek to collect from customers for delays, errors in specifications or designs, change orders in dispute or unapproved as to scope or price, or other unanticipated additional costs, in each case when recovery of the costs is considered probable. The amount of unapproved change orders and claims revenues are included in our Condensed Consolidated Balance Sheets as part of costs and estimated earnings in excess of billings on uncompleted contracts. When determining the likelihood of eventual recovery, we consider such factors as our experience on similar projects and our experience with the customer. As new facts become known, an adjustment to the estimated recovery is made and reflected in the current period. As allowed by ASC Topic 605-35, 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 become known and reported in cost of revenues in the Condensed Consolidated Statements of Operations. We determine when short-term contracts are completed based on acceptance by the customer. Revenues for drilling contracts within Mineral Services are primarily recognized in terms of the value of total work performed to date on the basis of actual footage drilled, meterage drilled or services performed. Revenues for direct sales of equipment and other ancillary products not provided in conjunction with the performance of other services are recognized at the date of delivery to, and acceptance by, the customer. Our revenues are presented net of taxes imposed on revenue-producing transactions with our customers, such as, but not limited to, sales, use, value-added and some excise taxes. |
Inventories | Inventories — In February 2017, we adopted Accounting Standards Update (“ASU”) 2015-11 “Inventory – Simplifying the Measurement of Inventory” issued by the Financial Accounting Standards Board (the “FASB”) on July 22, 2015, on a prospective basis. As such, our October 31, 2017 inventories are valued at the lower of cost or net realizable value and our inventories at January 31, 2017 are valued at the lower of cost or market. Implementation did not result in a material difference in our reported inventory values. Cost of U.S. inventories and the majority of foreign operations are determined using the average cost method. Inventories consist primarily of supplies and raw materials. Supplies of $17.0 million and $16.4 million and raw materials of $2.5 million and $2.3 million were included in inventories in the Condensed Consolidated Balance Sheets as of October 31, 2017 and January 31, 2017, respectively. |
Goodwill | Goodwill —In accordance with ASC Topic 350-20, “Intangibles – Goodwill and Other,” we are required to test for the impairment of goodwill on at least an annual basis. We conduct this evaluation annually as of December 31 or more frequently if events or changes in circumstances indicate that goodwill might be impaired. We believe at this time that the carrying value of goodwill is appropriate. As of October 31, 2017 and January 31, 2017, we had $8.9 million of goodwill which is all attributable to the Inliner reporting segment. |
Other Long-lived Assets | Other Long-lived Assets —Long-lived assets, including amortizable intangible assets, 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 assets; • significant changes in the use of the assets; and • significant negative industry or economic trends. We found no indication for impairments as of October 31, 2017. |
Cash and Cash Equivalents | Cash and Cash Equivalents —We consider investments with an original maturity of three months or less when purchased to be cash equivalents. Our cash equivalents are subject to potential credit risk. Our 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 — Restricted deposits consist of amounts associated with certain letters of credit for on-going projects, escrow funds related to a certain disposition, and judicial deposits associated with tax related legal proceedings in Brazil. |
Allowance for Uncollectible Accounts Receivable | Allowance for Uncollectible Accounts Receivable— We make ongoing estimates relating to the collectability of our accounts receivable and maintain an allowance for estimated losses resulting from the inability of our customers to make required payments. In determining the amount of the allowance, we make judgments about the credit worthiness of customers based on ongoing credit evaluations, and also consider a review of accounts receivable aging, industry trends, customer financial strength, credit standing and payment history to assess the probability of collection. |
Concentration of Credit Risk | Concentration of Credit Risk — We grant credit to our customers, which may include concentrations in state and local governments or other customers. Although this concentration could affect our overall exposure to credit risk, we believe that our portfolio of accounts receivable is sufficiently diversified, thus spreading the credit risk. To manage this risk, we perform periodic credit evaluations of our customers’ financial condition, including monitoring our customers’ payment history and current credit worthiness. We do not generally require collateral in support of our trade receivables, but may require payment in advance or security in the form of a letter of credit or bank guarantee. |
Fair Value of Financial Instruments | 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 October 31, 2017 and January 31, 2017, because of the relatively short maturity of those instruments. See Note 5 to the Condensed Consolidated Financial Statements for fair value disclosures. |
Liquidity and Capital Resources | Liquidity and Capital Resources —In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” Under this standard, management must evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about an entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. This evaluation initially does not take into consideration the potential mitigating effect of management’s plans that have not been fully implemented as of the date the financial statements are issued. When substantial doubt exists under this methodology, management evaluates whether the mitigating effect of its plans sufficiently alleviates substantial doubt about an entity’s ability to continue as a going concern. The mitigating effect of management’s plans, however, is only considered if both (1) it is probable that the plans will be effectively implemented within one year after the date that the financial statements are issued, and (2) it is probable that the plans, when implemented, will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. Generally, to be considered probable of being effectively implemented, the plans must have been committed and/or approved before the date that the financial statements are issued. We adopted this standard in the fourth quarter of the fiscal year ended January 31, 2017. The accompanying financial statements have been prepared in conformity with GAAP, which contemplates Layne’s continuation as a going concern. Our debt structure currently consists of the following: Credit Facility • a $100 million senior secured asset-based facility that is due on April 14, 2019. As of October 31, 2017, there are no outstanding borrowings on the facility although $24.5 million of letters of credits have been issued under the facility. The maturity date for the asset-based credit facility will accelerate to May 15, 2018, if the following have not occurred on or before such date: • With respect to the 4.25% Convertible Notes, either o all of the 4.25% Convertible Notes are converted, o the maturity date for the 4.25% Convertible Notes (or any permitted refinancing indebtedness) is extended to a date after October 15, 2019, or o the 4.25% Convertible Notes are redeemed, repurchased, otherwise retired, or discharged in accordance with their terms, and • With respect to the 8.0% Convertible Notes, either o all of the 8.0% Convertible Notes are converted, or o the maturity date of the 8.0% Convertible Notes (or any permitted refinancing indebtedness) is extended to a date after October 15, 2019. We believe we can extend, expand or replace our asset-based facility by May 15, 2018. If we are unable to do so, we believe we could support the outstanding letters of credit with existing cash, other collateral or with a new facility. Convertible Notes • $69.5 million of 4.25% Convertible Notes that are due on November 15, 2018. • $99.9 million of 8.0% Convertible Notes that are due on May 1, 2019. However, if the 4.25% Convertible Notes have not been redeemed, repurchased, otherwise retired, or discharged in accordance with their terms or converted into our common stock, in each case on or prior to August 15, 2018 or the scheduled maturity date of the 4.25% Convertible Notes (or any permitted refinancing indebtedness) has not been extended to a date that is after October 15, 2019, then the 8.0% Convertible Notes will mature on August 15, 2018. With respect to our 4.25% Convertible Notes, we have retained advisors to assist us in evaluating alternatives and raising capital to refinance or extend our debt to a date beyond October 15, 2019, and eliminate the accelerating maturity provisions of the 8.0% Convertible Notes. We believe the refinance or extension of our debt is likely based on current on-going discussions with existing and new potential lenders, our improving financial performance and credit quality, and the fact that our stock price is above the $11.70 conversion price for the 8% Convertible Notes. Although we believe these refinancing options are viable and likely, because our plans to refinance or restructure our debt have not been finalized, and therefore are not in our control (in part, due to the fact that neither of our Convertible Notes can be prepaid or have redemption provisions prior to February 2018), these plans are not considered probable under the new standard. Consequently, per the standard, these conditions, in the aggregate, raise substantial doubt about our ability to continue as a going concern within one year after the date these financial statements are filed. |
Litigation and Other Contingencies | Litigation and Other Contingencies —We are involved in litigation incidental to our business, the disposition of which is not expected to have a material effect on our business, financial position, results of operations or cash flows. In addition, some of our contracts contain provisions that require payment of liquidated damages if we are responsible for the failure to meet specified contractual milestone dates and the applicable customer asserts a claim under these provisions. In some of the cases in which we have historically had potential exposure for liquidated damages, such damages ultimately were not asserted by our customers. It is possible, however, that future results of operations for any particular quarterly or annual period could be materially affected by changes in our assumptions related to these proceedings. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability is accrued in our Condensed Consolidated Financial Statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, is disclosed. 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. |
Income (Loss) Per Share | Income (Loss) Per Share —Income (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the period. For periods in which we recognize losses, the calculation of diluted loss per share is the same as the calculation of basic loss per share. For periods in which we recognize net income, diluted earnings per common share is computed in the same way as basic earnings per common share except that the denominator is increased to include the number of additional common shares that would be outstanding if all potential common shares had been issued that were dilutive. 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. The 4.25% Convertible Notes and the 8.0% Convertible Notes (see Note 3 to the Condensed Consolidated Financial Statements) are included in the calculation of diluted loss per share if their inclusion is dilutive under the if-converted method. Options to purchase 0.7 million shares have been excluded from weighted average shares outstanding in the three and nine months ended October 31, 2017, respectively, as their effect was antidilutive. A total of 2.0 million nonvested shares have been excluded from weighted average shares outstanding in the three and nine months ended October 31, 2017, respectively, as their effect was antidilutive. Options to purchase 0.8 million shares have been excluded from weighted average shares outstanding in the three and nine months ended October 31, 2016, respectively, as their effect was antidilutive. A total of 1.9 million nonvested shares have been excluded from weighted average shares outstanding in the three and nine months ended October 31, 2016, respectively, as their effect was antidilutive. |
Supplemental Cash Flow Information | Supplemental Cash Flow Information — The amounts paid for income taxes, interest and noncash investing and financing activities were as follows: Nine Months Ended October 31, (in thousands) 2017 2016 Income taxes paid $ 983 $ 783 Income tax refunds (114 ) (185 ) Interest paid 6,462 6,843 Noncash investing and financing activities: Accrued capital additions 1,162 2,184 |
New Accounting Pronouncements | New Accounting Pronouncements— In May 2017, the FASB issued ASU 2017-09, “Compensation – Stock Compensation (Topic 718),” this ASU provides clarity and reduces both diversity in practice and cost and complexity when applying the guidance in Topic 718, Compensation – Stock Compensation, to a change to the terms or conditions of a share-based payment award. This ASU is effective after December 15, 2017 with early adoption permitted with prospective application. We have evaluated the impact of the adoption of this ASU and do not believe the effect will be material on our financial statements. In January 2017, the FASB issued ASU 2017-04, “Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment”, under the amendments in this update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. As a public business, adoption of the amendments in this update are required, prospectively, for the annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019 with early adoption permitted for testing dates after January 1, 2017. We believe the adoption of this ASU will not have a material impact on our financial statements. In January 2017, the FASB issued ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business”. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. This ASU was issued to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. Public business entities should apply the amendments in this update, prospectively, to annual periods beginning after December 15, 2017, including interim periods within those periods. We believe the adoption of this ASU will not have a material impact on our financial statements. In February 2016, the FASB issued ASU No. 2016-02, “Leases,” which establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than twelve months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. This ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. ASU 2016-02 requires modified retrospective adoption for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. We are preparing to implement changes to our accounting policies and controls, business processes and information systems to support the new accounting and disclosure requirements, which is effective for us beginning on February 1, 2019. We are currently evaluating the significance of adoption of this ASU and currently, based on our limited number of leases, we do not believe the effect will be material on our financial statements. The FASB issued ASU 2014-09, “Revenue from Contracts with Customers” on May 28, 2014 and issued the related Update 2016-20 “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers” in December, 2016 with the same effective dates as ASU 2014-09. On August 12, 2015, the FASB issued ASU 2015-14, which defers the adoption of ASU 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The collective guidance in these ASUs defines the steps to recognize revenue for entities that have contracts with customers as well as requiring significantly expanded disclosures regarding the qualitative and quantitative information of the nature, amount, timing, and uncertainty of revenue and cash flows arising from such contracts. We have completed our initial assessment of the guidance, where we determined the primary impact is the elimination of the completed contract method. We have reviewed our contract structure and have begun training for changes in how to account for our customers’ contracts under the new guidance. We anticipate adopting the new guidance beginning on February 1, 2018 using the full retrospective method that will result in restatement of the comparative periods presented. We are continuing to implement changes to our accounting policies and controls, business processes and information systems to support the new revenue recognition and disclosure requirements. We are continuing to evaluate and quantify the potential impact that these ASUs will have on our financial position and results of operations. |
Accounting Policies and Basis21
Accounting Policies and Basis of Presentation (Tables) | 9 Months Ended |
Oct. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Supplemental Cash Flow Information | Supplemental Cash Flow Information — The amounts paid for income taxes, interest and noncash investing and financing activities were as follows: Nine Months Ended October 31, (in thousands) 2017 2016 Income taxes paid $ 983 $ 783 Income tax refunds (114 ) (185 ) Interest paid 6,462 6,843 Noncash investing and financing activities: Accrued capital additions 1,162 2,184 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Oct. 31, 2017 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following: October 31, January 31, (in thousands) 2017 2017 Land $ 11,862 $ 10,037 Buildings and improvements 32,891 30,835 Machinery, equipment and pipeline 349,823 323,280 Property and equipment, at cost 394,576 364,152 Less - Accumulated depreciation (276,953 ) (267,167 ) Property and equipment, net $ 117,623 $ 96,985 |
Indebtedness (Tables)
Indebtedness (Tables) | 9 Months Ended |
Oct. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Outstanding | Debt outstanding was as follows: October 31, January 31, (in thousands) 2017 2017 4.25% Convertible Notes $ 66,506 $ 64,387 8.0% Convertible Notes 98,558 97,952 Capitalized lease obligations — 17 Less amounts representing interest — (1 ) Total debt 165,064 162,355 Less current maturities of long-term debt — (9 ) Total long-term debt $ 165,064 $ 162,346 |
Summary of Carrying Value of Convertible Notes | The following table presents the carrying value of the Convertible Notes: October 31, January 31, (in thousands) 2017 2017 4.25% Convertible Notes: Carrying amount of the equity conversion component $ 3,106 $ 3,106 Principal amount of the 4.25% Convertible Notes $ 69,500 $ 69,500 Unamortized deferred financing fees (622 ) (1,033 ) Unamortized debt discount (1) (2,372 ) (4,080 ) Net carrying amount $ 66,506 $ 64,387 8.0% Convertible Notes: Principal amount of the 8.0% Convertible Notes $ 99,898 $ 99,898 Unamortized deferred financing fees (1,340 ) (1,946 ) Net carrying amount $ 98,558 $ 97,952 (1) As of October 31, 2017, the remaining period over which the unamortized debt discount will be amortized is twelve months using an effective interest rate of 9.0%. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Oct. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Instruments Held at Fair Value | Our financial instruments held at fair value are presented below as of October 31, 2017, and January 31, 2017: Fair Value Measurements (in thousands) Carrying Value Level 1 Level 2 Level 3 October 31, 2017 Financial Assets: Long-term restricted deposits held at fair value $ 6,354 $ 6,354 $ — $ — Contingent consideration receivable (1) 4,244 — — 4,244 January 31, 2017 Financial Assets: Long-term restricted deposits held at fair value $ 5,055 $ 5,055 $ — $ — Contingent consideration receivable (1) 4,244 — — 4,244 (1) Contingent consideration receivable represents our share in the profits of one of the contracts assumed by the purchaser, as part of the sale of the Geoconstruction business on August 17, 2015. The amount was estimated based on the projected profits of the contract and is included in Other Assets in the Condensed Consolidated Balance Sheet. There have been no changes in the estimated fair value since the closing date of the sale agreement. |
Schedule of Carrying Values and Estimated Fair Values of Long-Term Debt | The following table summarized the carrying values and estimated fair values of the long-term debt: October 31, 2017 January 31, 2017 (in thousands) Carrying Value Fair Value Carrying Value Fair Value 4.25% Convertible Notes $ 66,506 $ 69,326 $ 64,387 $ 64,705 8.0% Convertible Notes 98,558 127,240 97,952 115,882 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 9 Months Ended |
Oct. 31, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Nonvested Share Activity | A summary of nonvested share activity for the nine months ended October 31, 2017, is as follows: Number of Shares Weighted Average Grant Date Fair Value Intrinsic Value (in thousands) Nonvested stock at February 1, 2017 1,871,640 $ 5.00 $ — Granted - Restricted stock units 258,446 8.86 Granted - Performance shares 277,799 6.92 Vested (90,238 ) 15.49 Forfeitures (296,945 ) 5.45 Nonvested stock at October 31, 2017 2,020,702 $ 5.22 $ 26,693 |
Summary of Stock Option Activity | A summary of stock option activity for the nine months ended October 31, 2017, is as follows: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Intrinsic Value (in thousands) Outstanding at February 1, 2017 750,044 $ 14.54 6.5 Forfeited (45,022 ) 25.11 Exercised (25,000 ) 8.22 Expired (19,125 ) 42.42 Outstanding at October 31, 2017 660,897 $ 13.25 6.3 $ 2,077 Exercisable at February 1, 2017 611,453 $ 15.43 6.8 Exercisable at October 31, 2017 536,386 $ 14.04 6.1 $ 1,661 |
Performance Based Nonvested Stock Awards [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Schedule of Valuation Assumptions for Stock Awards Granted | Assumptions used in the Monte Carlo simulation model for the stock awards granted during the nine months ended October 31, 2017 were as follows: Assumptions: 2017 Weighted-average expected volatility 59.6% Expected dividend yield 0.0% Weighted-average risk free rate 1.5% Weighted-average fair value $ 6.92 |
Investment in Affiliates (Table
Investment in Affiliates (Tables) | 9 Months Ended |
Oct. 31, 2017 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Summary of Affiliates and Percentages Owned | A summary of material, jointly-owned affiliates, as well as their primary operating subsidiaries, if applicable, and the percentages directly and indirectly owned by us are as follows as of October 31, 2017: Percentage Owned Directly Percentage Owned Indirectly Boyles Bros Servicios Tecnicos Geologicos S.A. (Panama) 50.00% Boytec, S.A. (Panama) 50.00% Boytec Sondajes de Mexico, S.A. de C.V. (Mexico) 50.00 Sondajes Colombia, S.A. (Columbia) 50.00 Mining Drilling Fluids (Panama) 25.00 Plantel Industrial S.A. (Chile) 50.00 Christensen Chile, S.A. (Chile) 50.00 Christensen Commercial, S.A. (Chile) 50.00 Geotec Boyles Bros., S.A. (Chile) 50.00 Centro Internacional de Formacion S.A. (Chile) 50.00 Geoestrella S.A. (Chile) 25.00 Diamantina Christensen Trading (Panama) 42.69 Christensen Commercial, S.A. (Peru) 35.38 Geotec, S.A. (Peru) 35.38 Boyles Bros. Diamantina, S.A. (Peru) 29.49 Mining Drilling Fluids S.A. (Chile) 25.00 |
Summary of Financial Information of Affiliates | Financial information for the affiliates is reported with a one-month lag in the reporting period. The impact of the lag on our investment and results of operations are not significant. Summarized financial information of the affiliates is as follows: Three Months Nine Months Ended October 31, Ended October 31, (in thousands) 2017 2016 2017 2016 Income statement data: Revenues $ 37,362 $ 29,716 $ 106,659 $ 89,623 Gross profit 7,838 5,141 20,924 16,674 Operating income 3,963 1,324 9,618 5,602 Net income 3,268 568 7,397 4,095 |
Operating Segments (Tables)
Operating Segments (Tables) | 9 Months Ended |
Oct. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Financial Information for Segments | Financial information for our segments is presented below. Unallocated corporate expenses primarily consist of general and administrative functions performed on a company-wide basis that benefit all segments. These costs include expenses related to accounting, financial reporting, internal audit, treasury, legal, tax compliance, executive management and board of directors. Three Months Nine Months Revenues Ended October 31, Ended October 31, (in thousands) 2017 2016 2017 2016 Water Resources $ 45,902 $ 49,939 $ 132,875 $ 168,360 Inliner 54,623 50,517 155,993 151,027 Mineral Services 26,898 20,188 76,222 45,761 Other items/eliminations — (70 ) — (293 ) Total revenues $ 127,423 $ 120,574 $ 365,090 $ 364,855 Three Months Nine Months Total Adjusted EBITDA Ended October 31, Ended October 31, (in thousands) 2017 2016 2017 2016 Water Resources $ 2,082 $ (798 ) $ 3,942 $ 5,064 Inliner 8,317 9,628 25,310 24,979 Mineral Services 5,202 2,701 15,412 6,815 Unallocated corporate expenses (5,655 ) (4,495 ) (15,104 ) (18,250 ) Total Adjusted EBITDA $ 9,946 $ 7,036 $ 29,560 $ 18,608 Three Months Nine Months Depreciation and amortization Ended October 31, Ended October 31, (in thousands) 2017 2016 2017 2016 Water Resources $ 3,078 $ 2,970 $ 9,133 $ 9,138 Inliner 1,645 1,500 4,743 4,016 Mineral Services 1,908 1,753 5,268 4,773 Corporate 190 294 534 1,075 Total depreciation and amortization $ 6,821 $ 6,517 $ 19,678 $ 19,002 |
Summary of Reconciles Net Loss To Total Adjusted EBITDA | The following table reconciles net loss to Total Adjusted EBITDA. Three Months Nine Months Reconciliation of Net Loss to Total Adjusted EBITDA Ended October 31, Ended October 31, (in thousands) 2017 2016 2017 2016 Net loss $ (2,080 ) $ (5,043 ) $ (29,886 ) $ (19,156 ) Items not included in Total Adjusted EBITDA Net loss from discontinued operations 76 580 22,329 1,259 Income tax expense 80 1,352 1,743 1,824 Interest expense 4,308 4,206 12,745 12,661 Depreciation and amortization 6,821 6,517 19,678 19,002 Gain on sale of fixed assets (881 ) (2,739 ) (1,913 ) (2,828 ) Non-cash equity-based compensation 774 619 2,543 2,637 Equity in earnings of affiliates (1,367 ) (189 ) (3,093 ) (1,916 ) Restructuring costs 953 1,711 2,208 2,776 Other expense (income), net 70 (554 ) 4 (665 ) Dividends received from affiliates 1,192 576 3,202 3,014 Total Adjusted EBITDA $ 9,946 $ 7,036 $ 29,560 $ 18,608 |
Summary of Revenue by Geographic Information | Three Months Nine Months Geographic Information Ended October 31, Ended October 31, (in thousands) 2017 2016 2017 2016 United States/Canada $ 114,636 $ 110,189 $ 328,780 $ 342,052 Africa/Australia — — — 151 South America 3,260 2,756 7,652 5,057 Mexico 9,527 7,629 28,658 17,595 Total revenues $ 127,423 $ 120,574 $ 365,090 $ 364,855 |
Discontinued Operations (Tables
Discontinued Operations (Tables) - Heavy Civil [Member] | 9 Months Ended |
Oct. 31, 2017 | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |
Schedule of Major Classes of Assets and Liabilities | The components of assets and liabilities of the Heavy Civil business classified as discontinued operations in the Condensed Consolidated Balance Sheets are as follows: As of January 31, (in thousands) 2017 Major classes of assets Customer receivables $ 13,731 Costs and estimated earnings in excess of billings on uncompleted contracts 22,970 Inventories 2,426 Other current assets 1,033 Total current assets of discontinued operations 40,160 Property and equipment, net 5,235 Other assets of discontinued operations 895 Total major classes of assets of discontinued operations $ 46,290 Major classes of liabilities Accounts payable $ 16,963 Billings in excess of costs and estimated earnings on uncompleted contracts 3,530 Other current liabilities 87 Total current liabilities of discontinued operations 20,580 Total major classes of liabilities of discontinued operations $ 20,580 |
Schedule of Financial Results of Discontinued Operations | The financial results of discontinued operations are as follows: Three Months Nine Months Ended October 31, Ended October 31, (in thousands) 2017 2016 2017 2016 Revenue $ — $ 32,993 $ 30,359 $ 107,500 Cost of revenues (exclusive of depreciation and amortization, shown below) (10 ) (30,778 ) (28,859 ) (98,677 ) Selling, general and administrative expenses (exclusive of depreciation and amortization, shown below) (66 ) (2,480 ) (4,464 ) (8,613 ) Depreciation and amortization — (348 ) (287 ) (1,245 ) Gain on sale of fixed assets — 59 4 223 Restructuring costs — (14 ) (27 ) (409 ) Other expense items - (12 ) (30 ) (38 ) Total operating loss on discontinued operations before income taxes (76 ) (580 ) (3,304 ) (1,259 ) Income tax expense — — — — Total operating loss on discontinued operations (76 ) (580 ) (3,304 ) (1,259 ) Loss on sale of discontinued operations before income taxes — — (19,025 ) — Income tax expense — — — — Total loss on discontinued operations $ (76 ) $ (580 ) $ (22,329 ) $ (1,259 ) |
Schedule of Cash flow Data | Cash flow data relating to the Heavy Civil business is presented below: Nine Months Ended Nine Months Ended (in thousands) October 31, 2017 October 31, 2016 Cash flow data: Depreciation and amortization $ 287 $ 1,245 Capital expenditures 226 837 Bad debt expense 1,551 472 |
Restructuring Costs (Tables)
Restructuring Costs (Tables) | 9 Months Ended |
Oct. 31, 2017 | |
Restructuring And Related Activities [Abstract] | |
Schedule of Carrying Amount of Accrual for Restructuring Plans | The following table summarizes the carrying amount of the accrual for the restructuring plans discussed above: Severance and other personnel- related (in thousands) costs Other Total Balance at January 31, 2017 $ 669 $ 170 $ 839 Restructuring Costs Water Resources Business Performance Initiative 666 450 1,116 FY2016 Restructuring Plan 93 999 1,092 Total restructuring costs 759 1,449 2,208 Cash expenditures (856 ) (1,334 ) (2,190 ) Balance at October 31, 2017 $ 572 $ 285 $ 857 |
Accounting Policies and Basis30
Accounting Policies and Basis of Presentation - Additional Information (Detail) $ / shares in Units, shares in Millions | 3 Months Ended | 9 Months Ended | |||
Oct. 31, 2017USD ($)$ / sharesshares | Oct. 31, 2016USD ($)shares | Oct. 31, 2017USD ($)Segments$ / sharesshares | Oct. 31, 2016USD ($)shares | Jan. 31, 2017USD ($) | |
Significant Accounting Policies [Line Items] | |||||
Selling, general and administrative expenses | $ 19,303,000 | $ 17,609,000 | $ 55,983,000 | $ 57,238,000 | |
Cost of revenue | 100,140,000 | $ 97,124,000 | $ 285,292,000 | $ 294,660,000 | |
Number of reportable segments | Segments | 3 | ||||
Supplies | 17,000,000 | $ 17,000,000 | $ 16,400,000 | ||
Raw materials | 2,500,000 | 2,500,000 | 2,300,000 | ||
Goodwill | $ 8,915,000 | 8,915,000 | 8,915,000 | ||
Impairment of long-lived assets | $ 0 | ||||
Debt instrument, extended maturity date | Aug. 15, 2018 | ||||
Debt instrument, extended maturity date | Oct. 15, 2019 | ||||
Stock Option [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Antidilutive securities excluded from weighted average shares outstanding | shares | 0.7 | 0.8 | 0.7 | 0.8 | |
Nonvested Stock [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Antidilutive securities excluded from weighted average shares outstanding | shares | 2 | 1.9 | 2 | 1.9 | |
4.25% Convertible Notes [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Debt instrument, stated percentage | 4.25% | 4.25% | |||
Debt instrument, extended maturity date | Nov. 15, 2018 | ||||
Aggregate principal amount | $ 69,500,000 | $ 69,500,000 | 69,500,000 | ||
8.0% Convertible Notes [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Debt instrument, stated percentage | 8.00% | 8.00% | |||
Aggregate principal amount | $ 99,898,000 | $ 99,898,000 | $ 99,898,000 | ||
Debt Instrument, maturity date, description | $99.9 million of 8.0% Convertible Notes that are due on May 1, 2019. However, if the 4.25% Convertible Notes have not been redeemed, repurchased, otherwise retired, or discharged in accordance with their terms or converted into our common stock, in each case on or prior to August 15, 2018 or the scheduled maturity date of the 4.25% Convertible Notes (or any permitted refinancing indebtedness) has not been extended to a date that is after October 15, 2019, then the 8.0% Convertible Notes will mature on August 15, 2018. | ||||
Debt instrument redemption, end date | Aug. 15, 2018 | ||||
Asset-based Revolving Credit Facility [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Letters of credit outstanding amount | 24,500,000 | $ 24,500,000 | |||
Asset-based Revolving Credit Facility [Member] | Senior Secured Debt [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Maximum borrowing capacity | 100,000,000 | $ 100,000,000 | |||
Asset-based facility expiration date | Apr. 14, 2019 | ||||
Outstanding borrowings | $ 0 | $ 0 | |||
Asset-based Revolving Credit Facility [Member] | Fifth Amendment [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Debt instrument maturity date | May 15, 2018 | ||||
Asset-based Revolving Credit Facility [Member] | 4.25% Convertible Notes [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Debt instrument, stated percentage | 4.25% | 4.25% | |||
Debt instrument, extended maturity date | Oct. 15, 2019 | ||||
Asset-based Revolving Credit Facility [Member] | 8.0% Convertible Notes [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Debt instrument, stated percentage | 8.00% | 8.00% | |||
Debt instrument, extended maturity date | Oct. 15, 2019 | ||||
Conversion price | $ / shares | $ 11.70 | $ 11.70 | |||
Other Nonoperating Income (Expense) [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Net foreign currency transaction losses | $ 0 | $ (100,000) | $ (300,000) | $ (200,000) | |
Reclassification [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Selling, general and administrative expenses | (2,000,000) | (6,700,000) | |||
Cost of revenue | $ 2,000,000 | $ 6,700,000 | |||
Minimum [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Investments in affiliates, percentage of ownership | 20.00% | 20.00% | |||
Maximum [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Investments in affiliates, percentage of ownership | 50.00% | 50.00% |
Accounting Policies and Basis31
Accounting Policies and Basis of Presentation - Supplemental Cash Flow Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 31, 2017 | Oct. 31, 2016 | |
Supplemental Cash Flow Information [Abstract] | ||
Income taxes paid | $ 983 | $ 783 |
Income tax refunds | (114) | (185) |
Interest paid | 6,462 | 6,843 |
Noncash investing and financing activities: | ||
Accrued capital additions | $ 1,162 | $ 2,184 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Detail) - USD ($) $ in Thousands | Oct. 31, 2017 | Jan. 31, 2017 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, at cost | $ 394,576 | $ 364,152 |
Less - Accumulated depreciation | (276,953) | (267,167) |
Property and equipment, net | 117,623 | 96,985 |
Land [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, at cost | 11,862 | 10,037 |
Buildings and Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, at cost | 32,891 | 30,835 |
Machinery, Equipment and Pipeline [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, at cost | $ 349,823 | $ 323,280 |
Indebtedness - Debt Outstanding
Indebtedness - Debt Outstanding (Detail) - USD ($) $ in Thousands | Oct. 31, 2017 | Jan. 31, 2017 |
Debt Instrument [Line Items] | ||
Capitalized lease obligations | $ 17 | |
Less amounts representing interest | (1) | |
Total debt | $ 165,064 | 162,355 |
Less current maturities of long-term debt | (9) | |
Total long-term debt | 165,064 | 162,346 |
8.0% Convertible Notes [Member] | ||
Debt Instrument [Line Items] | ||
Convertible Notes | 98,558 | 97,952 |
4.25% Convertible Notes [Member] | ||
Debt Instrument [Line Items] | ||
Convertible Notes | $ 66,506 | $ 64,387 |
Indebtedness - Carrying Value o
Indebtedness - Carrying Value of Convertible Notes (Detail) - USD ($) $ in Thousands | Oct. 31, 2017 | Jan. 31, 2017 | |
4.25% Convertible Notes [Member] | |||
Schedule Of Convertible Notes [Line Items] | |||
Carrying amount of the equity conversion component | $ 3,106 | $ 3,106 | |
Principal amount | 69,500 | 69,500 | |
Unamortized deferred financing fees | (622) | (1,033) | |
Unamortized debt discount | [1] | (2,372) | (4,080) |
Net carrying amount | 66,506 | 64,387 | |
8.0% Convertible Notes [Member] | |||
Schedule Of Convertible Notes [Line Items] | |||
Principal amount | 99,898 | 99,898 | |
Unamortized deferred financing fees | (1,340) | (1,946) | |
Net carrying amount | $ 98,558 | $ 97,952 | |
[1] | As of October 31, 2017, the remaining period over which the unamortized debt discount will be amortized is twelve months using an effective interest rate of 9.0%. |
Indebtedness - Carrying Value35
Indebtedness - Carrying Value of Convertible Notes (Parenthetical) (Detail) - 4.25% Convertible Notes [Member] | 9 Months Ended |
Oct. 31, 2017 | |
Schedule Of Convertible Notes [Line Items] | |
Remaining period over which unamortized debt discount will be amortized | 12 months |
Percentage of effective interest rate | 9.00% |
Indebtedness - Additional Infor
Indebtedness - Additional Information (Detail) - USD ($) $ in Millions | Oct. 31, 2017 | Jan. 31, 2017 |
Debt Instrument [Line Items] | ||
Surety bonds outstanding | $ 153.6 | $ 223.8 |
Reycon Partners LLC [Member] | ||
Debt Instrument [Line Items] | ||
Surety bonds outstanding | 58.9 | |
Surety bonds under negotiation | 26.1 | |
Reycon Partners LLC [Member] | Heavy Civil [Member] | ||
Debt Instrument [Line Items] | ||
Surety bonds outstanding | $ 32.8 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Oct. 31, 2017 | Oct. 31, 2016 | Oct. 31, 2017 | Oct. 31, 2016 | Jan. 31, 2017 | |
Income Tax Contingency [Line Items] | |||||
Income tax (expense) benefit | $ (80,000) | $ (1,352,000) | $ (1,743,000) | $ (1,824,000) | |
Tax benefit on domestic deferred tax assets | 0 | 0 | 0 | 0 | |
Tax benefit on foreign deferred tax assets | $ 0 | $ 0 | $ 0 | $ 0 | |
Effective tax rate for continued operations | (4.20%) | (43.50%) | (30.00%) | (11.30%) | |
Unrecognized tax benefits | $ 9,000,000 | $ 9,000,000 | $ 10,300,000 | ||
Unrecognized tax benefits that would affect the effective tax rate if recognized | 9,000,000 | 9,000,000 | 10,300,000 | ||
Possible decrease in unrecognized tax benefits due to settlements of audit issues and expiration of statutes of limitation | 7,400,000 | 7,400,000 | |||
Liability for income tax-related interest and penalties | 8,800,000 | 8,800,000 | $ 8,700,000 | ||
Domestic Country [Member] | |||||
Income Tax Contingency [Line Items] | |||||
Deferred tax assets after valuation allowance | 0 | 0 | |||
Foreign Tax Authority [Member] | |||||
Income Tax Contingency [Line Items] | |||||
Deferred tax assets after valuation allowance | $ 0 | $ 0 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Instruments Held at Fair Value (Detail) - USD ($) $ in Thousands | Oct. 31, 2017 | Jan. 31, 2017 | |
Carrying Value [Member] | |||
Financial Assets: | |||
Contingent consideration receivable | [1] | $ 4,244 | $ 4,244 |
Carrying Value [Member] | Other Non Current Asset [Member] | |||
Financial Assets: | |||
Restricted deposits held at fair value | 6,354 | 5,055 | |
Fair Value Measurements [Member] | Fair Value Measurements - Level 1 [Member] | Other Non Current Asset [Member] | |||
Financial Assets: | |||
Restricted deposits held at fair value | 6,354 | 5,055 | |
Fair Value Measurements [Member] | Fair Value Measurements - Level 3 [Member] | |||
Financial Assets: | |||
Contingent consideration receivable | [1] | $ 4,244 | $ 4,244 |
[1] | Contingent consideration receivable represents our share in the profits of one of the contracts assumed by the purchaser, as part of the sale of the Geoconstruction business on August 17, 2015. The amount was estimated based on the projected profits of the contract and is included in Other Assets in the Condensed Consolidated Balance Sheet. There have been no changes in the estimated fair value since the closing date of the sale agreement. |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) | Oct. 31, 2017 |
4.25% Convertible Notes [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Debt instrument, stated percentage | 4.25% |
8.0% Convertible Notes [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Debt instrument, stated percentage | 8.00% |
Fair Value Measurements - Sch40
Fair Value Measurements - Schedule of Carrying Values and Estimated Fair Values of Long-Term Debt (Detail) - USD ($) $ in Thousands | Oct. 31, 2017 | Jan. 31, 2017 |
4.25% Convertible Notes [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Convertible notes carrying value | $ 66,506 | $ 64,387 |
8.0% Convertible Notes [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Convertible notes carrying value | 98,558 | 97,952 |
Fair Value Measurements Nonrecurring | Fair Value Measurements - Level 1 [Member] | 4.25% Convertible Notes [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Convertible notes carrying value | 66,506 | 64,387 |
Convertible notes fair value | 69,326 | 64,705 |
Fair Value Measurements Nonrecurring | Fair Value Measurements - Level 1 [Member] | 8.0% Convertible Notes [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Convertible notes carrying value | 98,558 | 97,952 |
Convertible notes fair value | $ 127,240 | $ 115,882 |
Equity-Based Compensation - Add
Equity-Based Compensation - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2017 | Oct. 31, 2016 | Oct. 31, 2017 | Oct. 31, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of shares available to be granted under the plans | 773,836 | 773,836 | ||
Compensation cost | $ 0.8 | $ 0.7 | $ 2.3 | $ 2.7 |
Income tax benefit | $ 0 | |||
Minimum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Nonvested stock awards, service periods | 1 year | |||
Maximum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Nonvested stock awards, service periods | 5 years | |||
Restricted Stock Units [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of shares granted | 258,446 | |||
Restricted Stock Units [Member] | Two Thousand And Six Equity Incentive Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of shares granted | 258,446 | |||
Performance Restricted Stock Units [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of shares granted | 277,799 | |||
Performance Restricted Stock Units [Member] | Two Thousand And Six Equity Incentive Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of shares granted | 277,799 | |||
Nonvested Stock [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Compensation cost | 0.7 | $ 0.6 | $ 2.1 | $ 2.3 |
Stock Option [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Unrecognized compensation cost for unvested stock options | 0.1 | $ 0.1 | ||
Weighted-average period | 3 months 19 days | |||
Nonvested Restricted Stock And Restricted Stock Units | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Unrecognized compensation cost | $ 4.6 | $ 4.6 | ||
Weighted-average period | 1 year 10 months 25 days | |||
Board of Directors [Member] | Restricted Stock Units [Member] | Two Thousand And Six Equity Incentive Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of shares granted | 36,725 |
Equity-Based Compensation - Sum
Equity-Based Compensation - Summary of Nonvested Share Activity (Detail) $ / shares in Units, $ in Thousands | 9 Months Ended |
Oct. 31, 2017USD ($)$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of shares, Nonvested stock at beginning balance | shares | 1,871,640 |
Number of shares, Vested | shares | (90,238) |
Number of shares, Forfeitures | shares | (296,945) |
Number of shares, Nonvested stock at ending balance | shares | 2,020,702 |
Weighted average grant date fair value, Nonvested stock at beginning balance | $ / shares | $ 5 |
Weighted average grant date fair value, Vested | $ / shares | 15.49 |
Weighted average grant date fair value, Forfeitures | $ / shares | 5.45 |
Weighted average grant date fair value, Nonvested stock at ending balance | $ / shares | $ 5.22 |
Intrinsic value, Nonvested stock | $ | $ 26,693 |
Restricted Stock Units [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of shares, Granted | shares | 258,446 |
Weighted average grant date fair value, Granted | $ / shares | $ 8.86 |
Performance Restricted Stock Units [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of shares, Granted | shares | 277,799 |
Weighted average grant date fair value, Granted | $ / shares | $ 6.92 |
Equity-Based Compensation - S43
Equity-Based Compensation - Summary of Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | Jan. 31, 2017 | Oct. 31, 2017 |
Number of Shares [Roll Forward] | ||
Number of shares, Outstanding at beginning balance | 750,044 | |
Number of shares, Forfeited | (45,022) | |
Number of shares, Exercised | (25,000) | |
Number of shares, Expired | (19,125) | |
Number of shares, Outstanding at ending balance | 750,044 | 660,897 |
Number of shares, Exercisable | 611,453 | 536,386 |
Weighted Average Exercise Price [Abstract] | ||
Weighted average exercise price, Outstanding at beginning balance | $ 14.54 | |
Weighted average exercise price, Forfeited | 25.11 | |
Weighted average exercise price, Exercised | 8.22 | |
Weighted average exercise price, Expired | 42.42 | |
Weighted average exercise price, Outstanding at ending balance | $ 14.54 | 13.25 |
Weighted average exercise price, Exercisable | 15.43 | |
Weighted average exercise price, Exercisable | $ 15.43 | $ 14.04 |
Weighted Average Contractual Term and Intrinsic Value [Abstract] | ||
Weighted average remaining contractual term, Outstanding | 6 years 6 months | 6 years 3 months 19 days |
Weighted average remaining contractual term, Exercisable | 6 years 9 months 18 days | 6 years 1 month 6 days |
Intrinsic value, Outstanding | $ 2,077 | |
Intrinsic value, Exercisable | $ 1,661 |
Equity-Based Compensation - Sch
Equity-Based Compensation - Schedule of Valuation Assumptions for Stock Awards Granted (Detail) - Performance Based Nonvested Stock Awards [Member] | 9 Months Ended |
Oct. 31, 2017$ / shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Weighted-average expected volatility | 59.60% |
Expected dividend yield | 0.00% |
Weighted-average risk free rate | 1.50% |
Weighted-average fair value | $ 6.92 |
Investment in Affiliates (Detai
Investment in Affiliates (Detail) | Oct. 31, 2017 |
Boyles Bros Servicios Tecnicos Geologicos S.A. [Member] | Percentage Owned Directly [Member] | Panama [Member] | |
Schedule Of Equity Method Investments [Line Items] | |
Percentage Owned | 50.00% |
Boytec, S.A. [Member] | Percentage Owned Indirectly [Member] | Panama [Member] | |
Schedule Of Equity Method Investments [Line Items] | |
Percentage Owned | 50.00% |
Boytec Sondajes de Mexico, S.A. de C.V. [Member] | Percentage Owned Indirectly [Member] | Mexico [Member] | |
Schedule Of Equity Method Investments [Line Items] | |
Percentage Owned | 50.00% |
Sondajes Colombia, S.A. [Member] | Percentage Owned Indirectly [Member] | Colombia [Member] | |
Schedule Of Equity Method Investments [Line Items] | |
Percentage Owned | 50.00% |
Mining Drilling Fluids [Member] | Percentage Owned Indirectly [Member] | Panama [Member] | |
Schedule Of Equity Method Investments [Line Items] | |
Percentage Owned | 25.00% |
Plantel Industrial S.A. [Member] | Percentage Owned Indirectly [Member] | Chile [Member] | |
Schedule Of Equity Method Investments [Line Items] | |
Percentage Owned | 50.00% |
Christensen Chile, S.A. [Member] | Percentage Owned Directly [Member] | Chile [Member] | |
Schedule Of Equity Method Investments [Line Items] | |
Percentage Owned | 50.00% |
Christensen Commercial, S.A. [Member] | Percentage Owned Directly [Member] | Chile [Member] | |
Schedule Of Equity Method Investments [Line Items] | |
Percentage Owned | 50.00% |
Christensen Commercial, S.A. [Member] | Percentage Owned Directly [Member] | Peru [Member] | |
Schedule Of Equity Method Investments [Line Items] | |
Percentage Owned | 35.38% |
Geotec Boyles Bros., S.A. [Member] | Percentage Owned Directly [Member] | Chile [Member] | |
Schedule Of Equity Method Investments [Line Items] | |
Percentage Owned | 50.00% |
Centro Internacional de Formacion S.A. [Member] | Percentage Owned Indirectly [Member] | Chile [Member] | |
Schedule Of Equity Method Investments [Line Items] | |
Percentage Owned | 50.00% |
Geoestrella S.A. [Member] | Percentage Owned Indirectly [Member] | Chile [Member] | |
Schedule Of Equity Method Investments [Line Items] | |
Percentage Owned | 25.00% |
Diamantina Christensen Trading [Member] | Percentage Owned Directly [Member] | Panama [Member] | |
Schedule Of Equity Method Investments [Line Items] | |
Percentage Owned | 42.69% |
Geotec, S.A. [Member] | Percentage Owned Directly [Member] | Peru [Member] | |
Schedule Of Equity Method Investments [Line Items] | |
Percentage Owned | 35.38% |
Boyles Bros., Diamantina, S.A. [Member] | Percentage Owned Directly [Member] | Peru [Member] | |
Schedule Of Equity Method Investments [Line Items] | |
Percentage Owned | 29.49% |
Mining Drilling Fluids S.A. [Member] | Percentage Owned Directly [Member] | Chile [Member] | |
Schedule Of Equity Method Investments [Line Items] | |
Percentage Owned | 25.00% |
Investment in Affiliates - Fina
Investment in Affiliates - Financial Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2017 | Oct. 31, 2016 | Oct. 31, 2017 | Oct. 31, 2016 | |
Income statement data: | ||||
Revenues | $ 37,362 | $ 29,716 | $ 106,659 | $ 89,623 |
Gross profit | 7,838 | 5,141 | 20,924 | 16,674 |
Operating income | 3,963 | 1,324 | 9,618 | 5,602 |
Net income | $ 3,268 | $ 568 | $ 7,397 | $ 4,095 |
Operating Segments - Additional
Operating Segments - Additional Information (Detail) | 9 Months Ended |
Oct. 31, 2017Segments | |
Segment Reporting [Abstract] | |
Number of Operating Segments | 3 |
Operating Segments - Financial
Operating Segments - Financial Information for Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2017 | Oct. 31, 2016 | Oct. 31, 2017 | Oct. 31, 2016 | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 127,423 | $ 120,574 | $ 365,090 | $ 364,855 |
Total Adjusted EBITDA | 9,946 | 7,036 | 29,560 | 18,608 |
Depreciation and amortization | 6,821 | 6,517 | 19,678 | 19,002 |
Operating Segments [Member] | Water Resources [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 45,902 | 49,939 | 132,875 | 168,360 |
Total Adjusted EBITDA | 2,082 | (798) | 3,942 | 5,064 |
Depreciation and amortization | 3,078 | 2,970 | 9,133 | 9,138 |
Operating Segments [Member] | Inliner [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 54,623 | 50,517 | 155,993 | 151,027 |
Total Adjusted EBITDA | 8,317 | 9,628 | 25,310 | 24,979 |
Depreciation and amortization | 1,645 | 1,500 | 4,743 | 4,016 |
Operating Segments [Member] | Mineral Services [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 26,898 | 20,188 | 76,222 | 45,761 |
Total Adjusted EBITDA | 5,202 | 2,701 | 15,412 | 6,815 |
Depreciation and amortization | 1,908 | 1,753 | 5,268 | 4,773 |
Other Items/ Eliminations [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | (70) | (293) | ||
Unallocated Corporate Expenses [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total Adjusted EBITDA | (5,655) | (4,495) | (15,104) | (18,250) |
Depreciation and amortization | $ 190 | $ 294 | $ 534 | $ 1,075 |
Operating Segments - Summary of
Operating Segments - Summary of Reconciles Net Loss To Total Adjusted EBITDA (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2017 | Oct. 31, 2016 | Oct. 31, 2017 | Oct. 31, 2016 | |
Segment Reporting [Abstract] | ||||
Net loss | $ (2,080) | $ (5,043) | $ (29,886) | $ (19,156) |
Items not included in Total Adjusted EBITDA | ||||
Net loss from discontinued operations | 76 | 580 | 22,329 | 1,259 |
Income tax expense | 80 | 1,352 | 1,743 | 1,824 |
Interest expense | 4,308 | 4,206 | 12,745 | 12,661 |
Depreciation and amortization | 6,821 | 6,517 | 19,678 | 19,002 |
Gain on sale of fixed assets | (881) | (2,739) | (1,913) | (2,828) |
Non-cash equity-based compensation | 774 | 619 | 2,543 | 2,637 |
Equity in earnings of affiliates | (1,367) | (189) | (3,093) | (1,916) |
Restructuring costs | 953 | 1,711 | 2,208 | 2,776 |
Other expense (income), net | 70 | (554) | 4 | (665) |
Dividends received from affiliates | 1,192 | 576 | 3,202 | 3,014 |
Total Adjusted EBITDA | $ 9,946 | $ 7,036 | $ 29,560 | $ 18,608 |
Operating Segments - Summary 50
Operating Segments - Summary of Revenue by Geographic Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2017 | Oct. 31, 2016 | Oct. 31, 2017 | Oct. 31, 2016 | |
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Revenues | $ 127,423 | $ 120,574 | $ 365,090 | $ 364,855 |
United States / Canada [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Revenues | 114,636 | 110,189 | 328,780 | 342,052 |
Africa / Australia [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Revenues | 151 | |||
South America [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Revenues | 3,260 | 2,756 | 7,652 | 5,057 |
Mexico [Member] | ||||
Entity Wide Information Revenue From External Customer [Line Items] | ||||
Revenues | $ 9,527 | $ 7,629 | $ 28,658 | $ 17,595 |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Detail) - USD ($) | Apr. 30, 2017 | Jan. 31, 2017 | Oct. 31, 2017 |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Loss on sale of discontinued operations | $ (19,025,000) | ||
Heavy Civil [Member] | |||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Sales price of discontinued operation | $ 10,100,000 | ||
Decrease in sales price due to share in profit | (2,300,000) | ||
Sales price of discontinued operation after working capital adjustments | $ 3,500,000 | ||
Loss on sale of discontinued operations | (19,025,000) | ||
Net book value of assets sold | 21,200,000 | ||
Cash consideration | 3,500,000 | ||
Transaction costs associated with sale | $ 1,300,000 | ||
Impairment charges | $ 0 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Major Classes of Assets and Liabilities (Detail) $ in Thousands | Jan. 31, 2017USD ($) |
Major classes of assets | |
Total current assets of discontinued operations | $ 40,160 |
Major classes of liabilities | |
Total current liabilities of discontinued operations | 20,580 |
Heavy Civil [Member] | |
Major classes of assets | |
Customer receivables | 13,731 |
Costs and estimated earnings in excess of billings on uncompleted contracts | 22,970 |
Inventories | 2,426 |
Other current assets | 1,033 |
Total current assets of discontinued operations | 40,160 |
Property and equipment, net | 5,235 |
Other assets of discontinued operations | 895 |
Total major classes of assets of discontinued operations | 46,290 |
Major classes of liabilities | |
Accounts payable | 16,963 |
Billings in excess of costs and estimated earnings on uncompleted contracts | 3,530 |
Other current liabilities | 87 |
Total current liabilities of discontinued operations | 20,580 |
Total major classes of liabilities of discontinued operations | $ 20,580 |
Discontinued Operations - Sch53
Discontinued Operations - Schedule of Financial Results of Discontinued Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2017 | Oct. 31, 2016 | Oct. 31, 2017 | Oct. 31, 2016 | |
Discontinued Operations And Disposal Groups [Abstract] | ||||
Revenue | $ 32,993 | $ 30,359 | $ 107,500 | |
Cost of revenues (exclusive of depreciation and amortization, shown below) | $ (10) | (30,778) | (28,859) | (98,677) |
Selling, general and administrative expenses (exclusive of depreciation and amortization, shown below) | (66) | (2,480) | (4,464) | (8,613) |
Depreciation and amortization | (348) | (287) | (1,245) | |
Gain on sale of fixed assets | 59 | 4 | 223 | |
Restructuring costs | (14) | (27) | (409) | |
Other expense items | (12) | (30) | (38) | |
Total operating loss on discontinued operations before income taxes | (76) | (580) | (3,304) | (1,259) |
Total operating loss on discontinued operations | (76) | (580) | (3,304) | (1,259) |
Loss on sale of discontinued operations before income taxes | (19,025) | |||
Total loss on discontinued operations | $ (76) | $ (580) | $ (22,329) | $ (1,259) |
Discontinued Operations - Sch54
Discontinued Operations - Schedule of Cash flow Data (Detail) - Heavy Civil [Member] - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 31, 2017 | Oct. 31, 2016 | |
Cash flow data: | ||
Depreciation and amortization | $ 287 | $ 1,245 |
Capital expenditures | 226 | 837 |
Bad debt expense | $ 1,551 | $ 472 |
Contingencies - Additional Info
Contingencies - Additional Information (Detail) $ in Millions | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Commitments And Contingencies Disclosure [Abstract] | |
Contingency damages seeking amount | $ 100 |
Restructuring Costs - Additiona
Restructuring Costs - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2017 | Oct. 31, 2016 | Oct. 31, 2017 | Oct. 31, 2016 | |
Restructuring Cost And Reserve [Line Items] | ||||
Restructuring costs | $ 953,000 | $ 1,711,000 | $ 2,208,000 | $ 2,776,000 |
Water Resources Business Performance Initiative [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Restructuring costs | 1,000,000 | 1,116,000 | ||
Remaining amounts to be incurred | 1,000,000 | 1,000,000 | ||
FY2016 Restructuring Plan [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Restructuring costs | 1,092,000 | |||
FY2016 Restructuring Plan [Member] | Maximum [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Remaining amounts to be incurred | 400,000 | 400,000 | ||
FY2016 Restructuring Plan [Member] | Mineral Services [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Restructuring costs | $ (200,000) | $ 1,100,000 |
Restructuring Costs - Schedule
Restructuring Costs - Schedule of Carrying Amount of Accrual for Restructuring Plans (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2017 | Oct. 31, 2016 | Oct. 31, 2017 | Oct. 31, 2016 | |
Restructuring Cost And Reserve [Line Items] | ||||
Beginning balance | $ 839 | |||
Total restructuring costs | $ 953 | $ 1,711 | 2,208 | $ 2,776 |
Cash expenditures | (2,190) | |||
Ending balance | 857 | 857 | ||
Water Resources Business Performance Initiative [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Total restructuring costs | 1,000 | 1,116 | ||
FY2016 Restructuring Plan [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Total restructuring costs | 1,092 | |||
Severance and other personnel-related costs [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Beginning balance | 669 | |||
Total restructuring costs | 759 | |||
Cash expenditures | (856) | |||
Ending balance | 572 | 572 | ||
Severance and other personnel-related costs [Member] | Water Resources Business Performance Initiative [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Total restructuring costs | 666 | |||
Severance and other personnel-related costs [Member] | FY2016 Restructuring Plan [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Total restructuring costs | 93 | |||
Other Restructuring [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Beginning balance | 170 | |||
Total restructuring costs | 1,449 | |||
Cash expenditures | (1,334) | |||
Ending balance | $ 285 | 285 | ||
Other Restructuring [Member] | Water Resources Business Performance Initiative [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Total restructuring costs | 450 | |||
Other Restructuring [Member] | FY2016 Restructuring Plan [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Total restructuring costs | $ 999 |