FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 (Mark One) [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to _________ ----------------- Commission File Number 33-48432 Layne Christensen Company ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 48-0920712 - ------------------------------- --------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1900 Shawnee Mission Parkway, Mission Woods, Kansas 66205 - --------------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) (913) 362-0510 (Registrant's telephone number, including area code) Not Applicable - ----------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report.) ----------------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X . No . --- --- There were 11,707,694 shares of common stock, $.01 par value per share, outstanding on November 14, 2000. PART I ITEM 1. Financial Statements LAYNE CHRISTENSEN COMPANY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands) October 31, January 31, 2000 2000 ------------ ----------- ASSETS Current assets: Cash and cash equivalents $ 5,007 $ 3,751 Customer receivables, less allowance of $3,161 and $3,437, respectively 57,415 44,785 Costs and estimated earnings in excess of billings on uncompleted contracts 12,396 11,086 Inventories 31,631 29,974 Deferred income taxes 12,798 10,324 Other 6,571 5,303 --------- --------- Total current assets 125,818 105,223 --------- --------- Property and equipment: Land 9,236 9,435 Buildings 18,360 16,668 Machinery and equipment 164,060 167,579 --------- --------- 191,656 193,682 Less - Accumulated depreciation (114,505) (110,687) --------- --------- Net property and equipment 77,151 82,995 --------- --------- Other assets: Investment in foreign affiliates 18,945 19,381 Goodwill and other intangible assets, at cost less accumulated amortization 26,604 33,570 Other 3,334 4,166 --------- --------- Total other assets 48,883 57,117 --------- --------- $ 251,852 $ 245,335 ========= ========= See Notes to Consolidated Financial Statements. LAYNE CHRISTENSEN COMPANY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS - (Continued) (in thousands, except share and per share data) October 31, January 31, 2000 2000 ---------- ---------- LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 22,944 $ 16,762 Current maturities of long-term debt 3,571 3,571 Accrued compensation 13,740 12,068 Accrued insurance expense 7,204 7,357 Other accrued expenses 10,823 10,119 Billings in excess of costs and estimated earnings on uncompleted contracts 11,591 10,101 --------- --------- Total current liabilities 69,873 59,978 --------- --------- Noncurrent and deferred liabilities: Long-term debt 67,857 59,929 Deferred income taxes - 1,380 Accrued insurance expense 4,947 5,000 Other 1,815 2,052 Minority interest 10,148 10,156 --------- --------- Total noncurrent and deferred liabilities 84,767 78,517 --------- --------- Contingencies Stockholders' equity: Preferred stock, par value $.01 per share, 5,000,000 shares authorized, none issued and outstanding - - Common stock, par value $.01 per share, 30,000,000 shares authorized, 11,707,694 and 11,691,129 shares issued and outstanding, respectively 117 117 Capital in excess of par value 83,613 83,463 Retained earnings 24,856 29,150 Accumulated other comprehensive loss (11,222) (5,738) Notes receivable from management stockholders (152) (152) --------- --------- Total stockholders' equity 97,212 106,840 --------- --------- $ 251,852 $ 245,335 ========= ========= See Notes to Consolidated Financial Statements. LAYNE CHRISTENSEN COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (in thousands, except share and per share data) Three Months Nine Months Ended October 31, Ended October 31, ---------------------- --------------------- 2000 1999 2000 1999 ---------- ---------- ---------- --------- Revenues: Net service revenues $ 78,338 $ 66,825 $ 221,451 $ 202,395 Net product sales 4,137 4,146 13,370 11,847 ---------- ---------- ---------- ---------- Total 82,475 70,971 234,821 214,242 ---------- ---------- ---------- ---------- Cost of revenues (exclusive of depreciation shown below): Cost of service revenues 58,703 48,774 165,963 147,051 Cost of product sales 2,969 3,281 10,303 9,256 ---------- ---------- ---------- ---------- Total 61,672 52,055 176,266 156,307 ---------- ---------- ---------- ---------- Gross profit 20,803 18,916 58,555 57,935 Selling, general and administrative expenses 14,189 13,327 43,692 40,265 Depreciation and amortization 5,247 5,861 16,198 17,494 ---------- ---------- ---------- ---------- Operating income (loss) 1,367 (272) (1,335) 176 Other income (expense): Equity in earnings (losses) of foreign affiliates 112 (35) 550 (90) Interest (1,602) (1,190) (4,646) (3,558) Other, net 161 150 997 627 ---------- ---------- ---------- ---------- Income (loss) before income taxes and minority interest 38 (1,347) (4,434) (2,845) Income tax expense - 128 - 640 Minority interest, net of income taxes 118 121 140 (259) ---------- ---------- ---------- ---------- Net income (loss) $ 156 $ (1,354) $ (4,294) $ (3,744) ========== ========== ========== ========== Basic income (loss) per share $ .01 $ (.12) $ (.37) (.32) ========== ========== ========== ========== Diluted income (loss) per share $ .01 $ (.12) $ (.37) $ (.32) ========== ========== ========== ========== Weighted average number of common and dilutive equivalent shares outstanding: Weighted average shares outstanding 11,758,000 11,691,000 11,758,000 11,667,000 Dilutive stock options 70,000 - - - ---------- ---------- ---------- --------- 11,828,000 11,691,000 11,758,000 11,667,000 ========== ========== ========== ========== See Notes to Consolidated Financial Statements. LAYNE CHRISTENSEN COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOW (in thousands) Nine Months Ended October 31, --------------------- 2000 1999 --------- --------- Cash flow from operating activities: Net loss $ (4,294) $ (3,744) Adjustments to reconcile net loss to cash from operations: Depreciation and amortization 16,198 17,494 Deferred income taxes (2,991) (71) Equity in (earnings) losses of foreign affiliates (550) 90 Dividends received from foreign affiliates 1,033 271 Minority interest (191) 399 Gain from disposal of property and equipment (443) (638) Changes in current assets and liabilities (exclusive of effects of acquisitions): Increase in customer receivables (12,912) (5,132) Increase in costs and estimated earnings in excess of billings on uncompleted contracts (899) (1,760) (Increase) decrease in inventories (1,867) 30 (Increase) decrease in other current assets (1,472) 297 Increase (decrease) in accounts payable and accrued expenses 8,338 (272) Increase in billings in excess of costs and estimated earnings on uncompleted contracts 1,498 923 Other, net (798) 209 ------- -------- Cash from operating activities 650 8,096 -------- -------- Cash flow used in investing activities: Additions to property and equipment (12,896) (7,296) Proceeds from disposal of property and equipment 1,516 1,563 Acquisitions of businesses, net of cash acquired - (889) Investment in joint ventures - (293) -------- -------- Cash used in investing activities (11,380) (6,915) -------- -------- Cash flow from financing activities: Net borrowings under revolving facility 11,500 500 Repayment of long-term debt (3,572) - -------- -------- Cash from financing activities 7,928 500 -------- -------- Effects of exchange rate changes on cash 4,058 (75) -------- -------- Net increase in cash and cash equivalents 1,256 1,606 Cash and cash equivalents at beginning of period 3,751 2,094 -------- -------- Cash and cash equivalents at end of period $ 5,007 $ 3,700 ======== ======== See Notes to Consolidated Financial Statements. LAYNE CHRISTENSEN COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Accounting Policies and Basis of Presentation The consolidated financial statements include the accounts of Layne Christensen Company and its subsidiaries (together the "Company"). All significant intercompany transactions have been eliminated. Investments in affiliates (33% to 50% owned) in which the Company exercises influence over operating and financial policies are accounted for on the equity method. The unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company for the year ended January 31, 2000 as filed in its Annual Report on Form 10-K. The accompanying unaudited consolidated financial statements include all adjustments (consisting only of normal recurring accruals) which, in the opinion of management, are necessary for a fair presentation of financial position, results of operations and cash flows. Results of operations for interim periods are not necessarily indicative of results to be expected for a full year. Revenue is recognized on large, long-term contracts using the percentage of completion method based upon materials installed and labor costs incurred. Changes in job performance, job conditions, and estimated profitability, including those arising from contract penalty provisions, and final contract settlements may result in revisions to costs and income and are recognized in the period in which the revisions are determined. Revenue is recognized on smaller, short-term contracts using the completed contract method. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Earnings per share are based upon the weighted average number of common and dilutive equivalent shares outstanding. Options to purchase common stock are included based on the treasury stock method for dilutive earnings per share, except when their effect is antidilutive. The amounts paid for income taxes and interest are as follows (in thousands): Nine Months Ended October 31, ----------------------------- 2000 1999 -------- -------- Income taxes $ 832 $ - Interest 4,439 4,147 During the first quarter of fiscal 2001, the Company issued 1,182 shares of common stock and 42,532 stock options to employees related to fiscal 2000 compensation awards. The total value of these awards was approximately $55,000, which was accrued at January 31, 2000. 2. Inventories The Company values inventories at the lower of cost (first-in, first-out) or market (in thousands): As of ------------------------- October 31, January 31, 2000 2000 ----------- ----------- Raw materials $ 1,260 $ 1,422 Work in process 863 547 Finished products, parts and supplies 29,508 28,005 ----------- ----------- Total $ 31,631 $ 29,974 =========== =========== 3. Comprehensive Loss Components of comprehensive loss are summarized as follows (in thousands): Three Months Nine Months Ended October 31, Ended October,31, ------------------- ------------------- 2000 1999 2000 1999 -------- -------- -------- -------- Net income (loss) $ 156 $(1,354) $(4,294) $(3,744) Other comprehensive loss, net of taxes: Foreign currency translation Adjustments (2,324) (136) (5,491) 646 Unrealized gain (loss) on available for sale investments (48) 131 7 (209) Change in unrecognized pension liability - 24 - 73 ------- ------- ------- ------- Comprehensive loss $(2,216) $(1,335) $(9,778) $(3,234) ======= ======= ======= ======= The components of accumulated other comprehensive loss for the nine months ended October 31, 2000 are as follows (in thousands): Accumulated Cumulative Unrealized Other Translation Gain (Loss) On Comprehensive Adjustment Investments Loss ----------- -------------- ------------- Balance, February 1, 2000 $ (4,561) $ (1,177) $ (5,738) Period Change (5,491) 7 (5,484) ---------- ------------ ------------ Balance, October 31, 2000 $ (10,052) $ (1,170) $ (11,222) ========== ============ ============ 4. Operating Segments The Company is a multi-national company operating predominantly in two operating segments. The first operating segment includes the Company's service operations with wholly owned operations in the United States, Australia, East Africa, Mexico, Canada, Italy, Indonesia and Thailand, as well as a 50%-owned joint venture in West Africa, which are consolidated into the Company's October 31, 2000 financial statements. The service segment primarily derives its revenues from the following service lines: water-related products and services, mineral exploration drilling services, geotechnical construction services and oil and gas services and exploration. The second operating segment, products, includes the manufacturing and supply of drilling equipment, parts and supplies. The products operations are primarily in the United States. Revenues and operating income pertaining to the Company's operating segments are presented below. Total revenues of foreign subsidiaries are those revenues related to the operations of those subsidiaries. Intersegment sales are accounted for based on the estimated fair market value of the products sold. In computing operating income for foreign operations, no allocations of general corporate expenses have been made. Operating segment revenues and operating income are summarized as follows (in thousands): Nine Months Ended October 31, -------------------------- 2000 1999 --------- --------- REVENUES Services United States $ 173,979 $ 163,170 Foreign: Canada 10,398 3,814 Australia 5,643 7,257 Africa 22,898 21,090 Other foreign 8,533 7,064 --------- --------- Total foreign 47,472 39,225 --------- --------- Total services 221,451 202,395 --------- --------- Products 20,507 19,674 Intersegment revenues (7,137) (7,827) --------- --------- Total products 13,370 11,847 --------- --------- Total revenues $ 234,821 $ 214,242 ========= ========= OPERATING INCOME (LOSS) Services United States $ 13,371 $ 12,282 Foreign: Canada 361 (107) Australia (765) (1,103) Africa (5,685) (2,750) Other foreign (345) (1,185) --------- --------- Total foreign (6,434) (5,145) --------- --------- Total services 6,937 7,137 --------- --------- Products (590) (1,972) Corporate (7,682) (4,989) --------- --------- Total operating income (loss) $ (1,335) $ 176 ========= ========= 5. Contingencies The Company's drilling activities involve certain operating hazards that can result in personal injury or loss of life, damage and destruction of property and equipment, damage to the surrounding areas, release of hazardous substances or wastes and other damage to the environment, interruption or suspension of drill site operations and loss of revenues and future business. The magnitude of these operating risks is amplified when the Company, as is frequently the case, conducts a project on a fixed- price, "turnkey" basis where the Company delegates certain functions to subcontractors but remains responsible to the customer for the subcontracted work. In addition, the Company is exposed to potential liability under foreign, federal, state and local laws and regulations, contractual indemnification agreements or otherwise in connection with its provision of services and products. Litigation arising from any such occurrences may result in the Company being named as a defendant in lawsuits asserting large claims. Although the Company maintains insurance protection that it considers economically prudent, there can be no assurance that any such insurance will be sufficient or effective under all circumstances or against all claims or hazards to which the Company may be subject or that the Company will be able to continue to obtain such insurance protection. A successful claim for damage resulting from a hazard for which the Company is not fully insured could have a material adverse effect on the Company. In addition, the Company does not maintain political risk insurance or business interruption insurance with respect to its foreign operations. The Company is involved in various matters of litigation, claims and disputes which have arisen in the ordinary course of the Company's business. While the resolution of any of these matters may have an impact on the financial results for the period in which the matter is resolved, the Company believes that the ultimate disposition of these matters will not, in the aggregate, have a material adverse effect upon its business or consolidated financial position, results of operations or cash flows. 6. New Accounting Pronouncements In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging Activities." This statement requires companies to record derivatives on the balance sheet as assets and liabilities, measured at fair value. Gains and losses resulting from changes in the values of those derivatives would be accounted for depending on the use of the derivative and whether it qualifies for hedge accounting. This statement, effective for all fiscal quarters of fiscal years beginning after June 15, 2000, is not expected to have a material impact on the Company's consolidated financial statements. ===================================================== ITEM 2. Management's Discussion and Analysis of Results of Operations and Financial Condition Cautionary Language Regarding Forward-Looking Statements This Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act of 1934. Such statements are indicated by words or phrases such as "anticipate," "estimate," "project," "believe," "intend," "expect," "plan" and similar words or phrases. Such statements are based on current expectations and are subject to certain risks, uncertainties and assumptions, including but not limited to prevailing prices for various metals, unanticipated slowdowns in the Company's major markets, the impact of competition, the effectiveness of operational changes expected to increase efficiency and productivity, worldwide economic and political conditions and foreign currency fluctuations that may affect worldwide results of operations. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially and adversely from those anticipated, estimated or projected. These forward-looking statements are made as of the date of this filing, and the Company assumes no obligation to update such forward-looking statements or to update the reasons why actual results could differ materially from those anticipated in such forward-looking statements. Demand for the Company's mineral exploration drilling services and products depends upon the level of mineral exploration and development activities conducted by mining companies, particularly with respect to gold and copper. Mineral exploration is highly speculative and is influenced by a variety of factors, including the prevailing prices for various metals that often fluctuate widely. In this connection, the decline in the prices of various metals has continued to adversely impact the level of mineral exploration and development activities conducted by mining companies and has had, and could continue to have, a material adverse effect on the Company. Results of Operations The following table presents, for the periods indicated, the percentage relationship which certain items reflected in the Company's consolidated statements of income bear to revenues and the percentage increase or decrease in the dollar amount of such items period to period. Period Three Months Nine Months -to- Ended Ended Period October 31, October 31, Change ------------- ------------ -------------- 2000 1999 2000 1999 Three Nine ----- ----- ----- ----- Months Months ------ ------ Revenues: Water-related products and services 55.2% 59.7% 56.0% 60.0% 7.5% 2.1% Mineral exploration drilling 25.1 22.4 24.0 22.2 30.6 18.7 Geotechnical construction 12.8 12.0 13.0 12.2 24.2 17.4 Oil and gas services 1.8 0.1 1.3 0.1 * * ----- ----- ----- ----- Total net service revenues 94.9 94.2 94.3 94.5 17.2 9.4 Product sales 5.1 5.8 5.7 5.5 (0.2) 12.9 ----- ----- ----- ----- Total net revenues 100.0% 100.0% 100.0% 100.0% 16.2 9.6 ===== ===== ===== ===== Cost of revenues: Cost of service revenues 74.9% 73.0% 74.9% 72.7% 20.4 12.9 Cost of product sales 71.8 79.1 77.1 78.1 (9.5) 11.3 ----- ----- ----- ----- Total cost of revenues 74.8 73.3 75.1 73.0 18.5 12.8 ----- ----- ----- ----- Gross profit 25.2 26.7 24.9 27.0 10.0 1.1 Selling, general and administrative expenses 17.2 18.8 18.6 18.8 6.5 8.5 Depreciation and amortization 6.3 8.3 6.9 8.1 (10.5) (7.4) ----- ----- ----- ----- Operating income (loss) 1.7 (0.4) (0.6) 0.1 * * Other income (expense): Equity in earnings (losses) of foreign affiliates 0.1 - 0.2 - * * Interest (2.0) (1.7) (2.0) (1.7) 34.6 30.6 Other, net 0.2 0.2 0.5 0.3 7.3 59.0 ----- ----- ----- ----- Income (loss) before income taxes and minority interest - (1.9) (1.9) (1.3) * * Income tax expense - 0.2 - 0.3 * * Minority interest (net of taxes) 0.2 0.2 0.1 (0.1) * * ----- ----- ----- ----- Net income (loss) 0.2% (1.9)% (1.8)% (1.7)% 111.5 (14.7) ===== ===== ===== ===== __________________ * Not meaningful. RESULTS OF OPERATIONS Revenues for the three months ended October 31, 2000 increased $11,504,000, or 16.2%, to $82,475,000 while revenues for the nine months ended October 31, 2000 increased $20,579,000, or 9.6%, to $234,821,000 from the same periods for the prior year. Water-related products and service revenues increased 7.5%, to $45,527,000 from $42,356,000 for the three months ended October 31, 2000 and 1999, respectively, and increased 2.1%, to $131,386,000 from $128,627,000 for the nine months ended October 31, 2000 and 1999, respectively. The increase in revenues for the third quarter was primarily the result of an increase in demand for the Company's water-related services in the central United States and southern California and dry conditions in Florida. The increase in water-related services for the year was partially offset by a lower demand for drilling services related to groundwater contamination in the first half of the year. Mineral exploration drilling revenues increased 30.6%, to $20,722,000, and increased 18.7%, to $56,409,000, for the three and nine months ended October 31, 2000, from $15,865,000 and $47,536,000 for the three and nine months ended October 31, 1999. The increase for the three and nine months ended October 31, 2000 was primarily a result of increased demand in Canada and East Africa, partially offset by lower demand for the Company's services in the U.S. and Australia combined with the decision to discontinue drill and blast operations in West Africa. Geotechnical construction revenues increased 24.2%, to $10,578,000, and 17.4%, to $30,514,000, for the three and nine months ended October 31, 2000 compared to revenues of $8,517,000 and $25,989,000 for the three and nine months ended October 31, 1999. The increase in geotechnical revenues for the three months ended October 31, 2000 was primarily a result of two large projects in the northeast United States. The increase in revenues for the nine months ended October 31, 2000 was a result of the projects mentioned above and the Company's ground freezing project for Noranda, Inc. in Quebec, Canada, combined with increased market penetration in certain areas of the United States. Oil and gas service revenues were $1,511,000 and $3,142,000 for the three and nine months ended October 31, 2000 compared to revenues of $87,000 and $243,000 for this division in the three and nine months ended October 31, 1999. The Company continues to develop its domestic service operations to serve this market. Product sales decreased 0.2%, to $4,137,000, and increased 12.9%, to $13,370,000, for the three and nine months ended October 31, 2000 from $4,146,000 and $11,847,000 for the three and nine months ended October 31, 1999. The increase for the nine months ended October 31, 2000 was attributed to increased demand for drilling products within the mineral and water markets. Gross profit was 25.2% and 24.9% of revenues for the three and nine months ended October 31, 2000 compared to 26.7% and 27.0% for the same periods last year. The decrease in gross profit as a percentage of revenues for the three months ended October 31, 2000 was due to reduced margins in the domestic water business and pricing pressure in the international minerals and products markets, offset by higher margin work obtained in the geotechnical construction business. In addition to the above, the decrease for the nine months ended October 31, 2000 was also attributable to expenses associated with the expansion of the Company's domestic oil and gas services and exploration activities. Selling, general and administrative expenses increased to $14,189,000 and $43,692,000 (or 17.2% and 18.6%, respectively, of revenues) for the three and nine months ended October 31, 2000 compared to $13,327,000 and $40,265,000 (or 18.8% and 18.8%, respectively, of revenues) for the three and nine months ended October 31, 1999. The increases were primarily a result of expenses associated with the expansion of the Company's domestic oil and gas services and exploration activities, the Company's Integrated Groundwater Services division, and certain incentive- related accruals. Depreciation and amortization decreased to $5,247,000 and $16,198,000 for the three and nine months ended October 31, 2000 compared to $5,861,000 and $17,494,000 for the same periods last year. The decrease in depreciation was primarily a result of certain mineral exploration assets becoming fully depreciated in the fourth quarter of last year. Equity in earnings (losses) of foreign affiliates was $112,000 and $550,000 for the three and nine months, respectively, ended October 31, 2000, compared to $(35,000) and $(90,000) for the same periods last year. The increase in earnings for the periods is attributable to an increase in exploration and development activity in Chile and Peru. Interest expense increased $412,000 and $1,088,000 for the three and nine months ended October 31, 2000 as compared to the same periods in the prior year. The increases were primarily a result of an increase in the Company's average borrowings during the periods combined with an increase in interest rates for the periods. No benefit for income taxes was recorded for the three and nine months ended October 31, 2000, compared to recording an expense of $195,000 and $500,000 for the same periods last year. No benefit was recorded during the periods as the Company's ability to realize the benefit over the entire fiscal year is uncertain due to the impact of non-deductible expenses which partially offset any tax benefit attributable to lower taxable earnings. CHANGES IN FINANCIAL CONDITION Cash from operations was $650,000 for the nine months ended October 31, 2000 compared to $8,096,000 for the same period last year. The decrease in cash from operations is primarily attributable to increased expenditures related to the Company's continued expansion of its domestic oil and gas services and exploration activities and increased working capital needs. Borrowings under the Company's available credit agreement were primarily used for additions to property and equipment which were $12,896,000 for the nine-month period ended October 31, 2000. The Company believes that borrowings from its available credit agreement and cash from operations will be sufficient for the Company's seasonal cash requirements and to fund its budgeted capital expenditures for at least the balance of the fiscal year. ITEM 3. Quantitative and Qualitative Disclosures About Market Risk The principal market risks to which the Company is exposed are interest rates on variable rate debt, equity risk on investments, and foreign exchange rates giving rise to translation and transaction gains and losses. The Company centrally manages its debt and investment portfolios considering overall financing strategies and tax consequences. A description of the Company's variable rate debt is in Note 8 to the Notes to Consolidated Financial Statements appearing on page 46 of the Company's January 31, 2000 Form 10-K. Assuming then existing debt levels, an instantaneous change in interest rates of one percentage point would impact the Company's interest expense by $500,000 and $385,000 at October 31, 2000 and January 31, 2000, respectively. The Company's investments are described in Note 1 to the Consolidated Financial Statements appearing in the Company's January 31, 2000 Form 10-K. The investments are carried at market value and are held for long-term investing purposes rather than trading purposes. Operating in international markets involves exposure to possible volatile movements in currency exchange rates. Currently, the Company's primary international operations are in Australia, Africa, Mexico, Canada, Indonesia, Italy and Thailand. The operations are described in Note 1 to the Consolidated Financial Statements appearing in the Company's January 31, 2000 Form 10-K and Note 4 of this Form 10-Q. The majority of the Company's contracts in Africa and Mexico are U.S. dollar based, providing a natural reduction in exposure to currency fluctuations. As currency exchange rates change, translation of the income statements of the Company's international operations into U.S. dollars may affect year-to-year comparability of operating results. We estimate that a ten percent change in foreign exchange rates would have impacted operating income for the nine months ended October 31, 2000 and 1999 by approximately $255,000 and $358,000, respectively. This represents approximately ten percent of the international segment operating income after adjusting for primarily U.S. dollar-based operations. This quantitative measure has inherent limitations, as it does not take into account any governmental actions, changes in customer purchasing patterns or changes in the Company's financing and operating strategies. Foreign exchange gains and losses in the Company's Consolidated Statements of Income reflect transaction gains and losses and translation gains and losses from the Company's Mexican and African operations which use the U.S. dollar as their functional currency. Net foreign exchange gains and losses for 2000, 1999 and 1998 were not significant. PART II ITEM 1 - Legal Proceedings NONE ITEM 2 - Changes in Securities NOT APPLICABLE ITEM 3 - Defaults Upon Senior Securities NOT APPLICABLE ITEM 4 - Submission of Matters to a Vote of Security Holders NONE ITEM 5 - Other Information NONE ITEM 6 - Exhibits and Reports on Form 8-K The exhibits filed with or incorporated by reference in this report are listed below: Exhibit No. Description ----------- ----------- 27(1) Financial Data Schedule * * * * * * * * * * SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Layne Christensen Company ------------------------------- (Registrant) DATE: November 28, 2000 /s/ A.B. Schmitt ------------------------------- A.B. Schmitt, President and Chief Executive Officer DATE: November 28, 2000 /s/ Jerry W. Fanska ------------------------------- Jerry W. Fanska, Vice President Finance and Treasurer EXHIBIT INDEX Exhibit No. Description ----------- ----------- 27(1) Financial Data Schedule.