LAYN Layne Christensen Company (delisted)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 2, 2015

 

 

LAYNE CHRISTENSEN COMPANY

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware		001-34195		48-0920712
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1800 Hughes Landing Blvd, Suite 700

The Woodlands, Texas 77380

(Address of principal executive offices)

(281) 475-2600

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

 

 

 

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Item 2.02. Results of Operations and Financial Condition.

On March 2, 2015, Layne Christensen Company (the “Company”) issued a press release providing updated preliminary results for its fourth quarter of fiscal year 2015, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1 and the information therein is incorporated herein by reference.

The information reported under Item 2.02 in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is furnished as part of this report.

 

Number		Description
99.1		Press Release dated March 2, 2015.

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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 hereunto duly authorized.

 

				Layne Christensen Company
Date: March 2, 2015				By:		/s/ Andrew T. Atchison
						Andrew T. Atchison
						Chief Financial Officer

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Exhibit Index

 

Exhibit No.		Description of Exhibit
99.1		Press Release dated March 2, 2015.

Exhibit 99.1

 

 

 

Contacts:
Layne Christensen Company		The Equity Group Inc.
Michael J. Caliel		Devin Sullivan
President & CEO		Senior Vice President
281-475-2690		212-836-9608
michael.caliel@layne.com		dsullivan@equityny.com
Andy Atchison		Kalle Ahl
Chief Financial Officer		Senior Associate
281-475-2670		212-836-9614
andy.atchison@layne.com		kahl@equityny.com

FOR IMMEDIATE RELEASE

LAYNE CHRISTENSEN UPDATES GUIDANCE FOR FISCAL 2015 FOURTH QUARTER

THE WOODLANDS, TX – March 2, 2015 – Layne Christensen Company (Nasdaq: LAYN) (“Layne” or the “Company”) today updated previously issued guidance for the fourth quarter ended January 31, 2015 (“Q4 FY 2015”). Layne expects to announce results for Q4 FY 2015 on or about April 13, 2015.

On December 10, 2014, Layne forecasted a net loss from continuing operations for Q4 FY 2015 of between $12.0 million and $12.5 million, or a $0.60 to $0.65 loss per diluted share. Based on the factors discussed below, the Company now expects to report a net loss from continuing operations for Q4 FY 2015 of between $22.0 million and $25.0 million, or a $1.10 to $1.25 loss per diluted share. Despite the higher than anticipated loss, and including the effect of the completion of the previously announced notes offering on March 2, 2015, Layne’s consolidated liquidity (defined as the sum of availability under our senior credit facility and total cash and cash equivalents) at Q4 FY 2015 is expected to be approximately $120 million, which is the mid-point of our prior guidance.

Of the larger than anticipated loss, approximately half is due to certain non-cash expenses that were not contemplated in the prior guidance. Layne expects to report higher-than-anticipated losses at its Mineral Services and Heavy Civil segments. Layne’s Water Resources and Inliner business segments met or exceeded internal expectations during Q4 FY 2015.

Mineral Services continues to be impacted by the ongoing decline in major commodity prices and the associated reduction in global exploration budgets by mining companies. This dynamic produced greater than expected declines in activity during December and January. Mineral Services will continue to manage its operations and operating expenses to align its resources with market demand, while pursuing new revenue opportunities within this segment that leverage Layne’s overall water management capabilities.

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Profitability at Heavy Civil was negatively impacted as the Company encountered difficulties completing a number of projects as cost-effectively as required to meet its initial operating expectations for the quarter. Layne increased the oversight of these projects and its focus on overhead cost management.

Michael J. Caliel, President and Chief Executive Officer, commented, “We continue to expect that our results for FY 2016 will improve over FY 2015. Backlog is well ahead of a year ago at several of our businesses, and we are pursuing selective investment-driven growth opportunities within our segments. We are clearly disappointed with these preliminary operating losses, and continue to take steps to improve our project management and reduce costs. Our restructuring activities and non-core asset sales are ongoing, and our cost savings initiatives remain on track.”

These preliminary results could differ materially from the final results that will be reported on or about April 13, 2015 for Q4 FY 2015. The expected results presented in this release are preliminary and unaudited, have not been reviewed by our independent registered public accountants, and are subject to regular closing processes that could result in significant adjustments.

Layne Christensen Company

Layne is a global water management, construction and drilling company, providing responsible solutions to the world of essential natural resources — water, mineral and energy. We offer innovative, sustainable products and services with an enduring commitment to safety, excellence, and integrity.

Forward-Looking Statements

This press release 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 include, but are not limited to, our expected consolidated and divisional financial performance for Q4 FY 2015, estimates and assumptions regarding our strategic direction, expectations relating to our ability to manage operating expenses, as well as facts and assumptions underlying these expectations and projections, market and other general economic conditions and the availability of equity or debt capital needed for our business. In addition, the estimates of the Company’s revenue and loss per share for the fourth quarter of FY2015 and liquidity as of January 31, 2015 are preliminary and may change pending the completion and audit of the Company’s FY 2015 financial statements and the calculation of the Company’s borrowing base under its asset-based credit facility. Our actual results and performance may materially and adversely differ from those contemplated by the forward-looking statements in this press release for many reasons, many of which are beyond our control, including, but not limited to, the following: quarter- and fiscal-end closing procedures, and the audit of our financial statements by our independent registered public accountants, may result in adjustments that adversely affect our reported results; and assumptions regarding the markets in which we operate, including the extent and timing of a recovery in the mining industry and the seasonality of our business, may prove to be inaccurate, which could impact our conclusions on asset impairments. In addition, our business in general is subject to certain risks, uncertainties and assumptions, including, but not limited to, the following: unanticipated slowdowns in the Company’s major markets; the availability of credit; the risks and uncertainties normally incident to the construction industry; the impact of competition; the effectiveness of operational changes expected to increase efficiency and productivity; worldwide economic and political conditions; and foreign currency fluctuations that may affect worldwide results of operations. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove to be incorrect, actual results may vary

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materially and adversely from those anticipated, estimated or projected. Please read the risk factors described in detail in Exhibit 99.2 to the Company’s Current Report on Form 8-K as filed with the U.S. Securities and Exchange Commission on October 29, 2014 for additional information regarding these risks. These forward-looking statements are made as of the date of this press release, and except as may be required by law, 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.

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