United States
Securities and Exchange Commission
 Washington, D.C. 20549
 Form 10-K
  þ
    
    Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the Fiscal Year Ended January 31, 2010
 or
 o
    
    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: 001-34195
 Layne Christensen Company
  Delaware
    
    48-0920712(State or other jurisdiction 
of incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 
   Title of each class
    
    Name of each exchange on which registeredCommon stock, $.01 par value 
Preferred Share Purchase Rights
    
    NASDAQ Global Select Market
NASDAQ Global Select Market
  o þ
 o þ
 þ o
 þ
 o o
  Large accelerated filer o
Accelerated filer þ
Non-accelerated filer o
(Do not check if a smaller reporting company)
Smaller reporting company o o þ




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PART I
 Item 1.  Business
 General
  www.laynechristensen.com.
 Market Overview
  Water Infrastructure
     Mineral Exploration
     2




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Energy
  Business Strategy
 Our growth strategy
  Selectively seek acquisition opportunities in all of our divisions
  Expand our bundled service capabilities and geographic platform and focus on industrial end-markets
for water and wastewater treatment services
    Continue to take advantage of select market conditions in mineral exploration
  Develop existing unconventional natural gas opportunities and expand presence in the upstream
energy market
  3




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Services and Products
 Overview of the Companys Drilling Techniques
  
    
    Conventional and reverse circulation rotary drilling is used primarily in water
well applications for drilling large diameter wells and employs air or drilling fluid
circulation for removal of cuttings and borehole stabilization.
    
    Dual tube drilling, an innovation advanced by the Company primarily for mineral
exploration and environmental drilling, conveys the drill cuttings to the surface inside the
drill pipe. This drilling method is critical in mineral exploration drilling and environmental
sampling because it provides immediate representative samples and because the drill cuttings
do not contact the surrounding formation thus avoiding contamination of the borehole while
providing reliable, uncontaminated samples. Because this method involves circulation of the
drilling fluid inside the casing, it is highly suitable for penetration of underground voids
or faults where traditional drilling methods would result in the loss of circulation of the
drilling fluid, thereby preventing further penetration.
    
    Diamond core drilling is used in mineral exploration drilling to core solid rock,
thereby providing geologists and engineers with solid rock samples for evaluation.
    
    Cable tool drilling, which requires no drilling fluid, is used primarily in water
well drilling for larger diameter wells. While slower than other drilling methods, it is well
suited for penetrating boulders, cobble and rock.
    
    Auger drilling is used principally in environmental drilling applications for
efficient completion of relatively small diameter, shallow borings or monitoring wells. Auger
rigs are equipped with a variety of auger sizes and soil sampling equipment.
    
    Sonic drilling provides continuous core samples of any overburden formation
without the use of water or drilling additives and is able to core and drill through virtually
any formation or obstruction, including bedrock. Applications include site assessments,
underground storage tank investigation, delineation of contaminants, installation of
monitoring wells and recovery wells, construction, geotech investigations, mineral and sand
exploration, and discreet water sampling.
 Water Infrastructure
   Water Systems
   Well and Pump Rehabilitation
  4




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Water and Wastewater Treatment and Plant Construction
 Sewer Rehabilitation
 Geoconstruction
 Environmental Specialty Drilling
 Mineral Exploration
    5




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Energy
     Operations
    Customers and Contracts
      Backlog
  6




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Seasonality
  Competition
      Regulation
   7




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Applicable Legislation
  Employees
   Legal Proceedings
  Item 1A.
    
    Risk Factors
 Investing in our common stock involves a high degree of risk. You should carefully consider
the risks described below with all of the other information contained or incorporated by reference
in this annual report before deciding to invest in our common stock. If any of the following risks
actually occur, they may materially harm our business and our financial condition and results of
operations. In this event, the market price of our common stock could decline, and you could lose
part or all of your investment.
 Risks Relating To Our Business And Industry
 Demand for our services is vulnerable to economic downturns and reductions in private industry
and municipal spending. If general economic conditions continue or weaken and current constraints
on the availability of capital continue, then our revenues, profits and our financial condition may
decline.
     A decline in municipal spending on water treatment and wastewater infrastructure could reduce our
revenue.
  A reduction in demand for our mineral exploration and development services could reduce our
revenue.
  8




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
    
    global and domestic economic considerations;
    
    the economic feasibility of mineral exploration and production;
    
    the discovery rate of new mineral reserves;
    
    national and international political conditions; and
    
    the ability of mining companies to access or generate sufficient funds to finance
capital expenditures for their activities.
  Because our businesses are seasonal, our results can fluctuate significantly, which could make it
difficult to evaluate our business and could cause instability in the market price of our common
stock.
  
    
    the timing of the award and completion of contracts;
 
    
    the recording of related revenue; and
 
    
    unanticipated additional costs incurred on projects.
  Our use of the percentage-of-completion method of accounting could result in a reduction or
reversal of previously recorded results.
  We may experience cost overruns on our fixed-price contracts, which could reduce our profitability.
  We have indebtedness and other contractual commitments that could limit our operating flexibility,
and in turn, hinder our ability to make payments on the obligations, lessen our ability to make
capital expenditures and/or increase the cost of obtaining additional financing.
  
    
    our ability to obtain any necessary financing in the future for working capital,
capital expenditures, debt service requirements or other purposes may be limited or financing
may be unavailable;
 
    
    a portion of our cash flow must be dedicated to the payment of principal and
interest on our indebtedness and other obligations and will not be available for use in our
business;
 
    
    our level of indebtedness could limit our flexibility in planning for, or reacting
to, changes in our business and the markets in which we operate; and
    
    our credit agreements contain various operating and financial covenants that could
restrict our ability to incur additional indebtedness and liens, make investments and
acquisitions, transfer or sell assets, and transact with affiliates.
  9




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##### 



Our revolving credit facility will expire in November 2011 and must be extended or replaced.
  There may be undisclosed liabilities associated with our acquisitions.
  A significant portion of our earnings is generated from our operations, and those of our
affiliates, in foreign countries, and political and economic risks in those countries could reduce
or eliminate the earnings we derive from those operations.
  
    
    political, social and economic instability;
 
    
    war and civil disturbances;
 
    
    the taking of property through nationalization or expropriation without fair
compensation;
 
    
    changes in government policies and regulations;
 
    
    tariffs, taxes and other trade barriers; and
 
    
    exchange controls and limitations on remittance of dividends or other payments to
us by our foreign subsidiaries and affiliates.
   Our operations in foreign countries expose us to devaluations and fluctuations in currency exchange
rates.
  Reductions in the market price of gold and base metals could significantly reduce our profit.
  
    
    the strength of the U.S. economy and the economies of other industrialized and
developing nations;
    
    global or regional political or economic crises;
 
    
    the relative strength of the U.S. dollar and other currencies;
 
    
    expectations with respect to the rate of inflation;
 
    
    interest rates;
 
    
    sales of gold by central banks and other holders;
 
    
    demand for jewelry containing gold; and
 
    
    speculation.
  Reductions in natural gas prices could further reduce our revenue and profit and curtail our future
growth.
   10




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##### 



The current turmoil in the credit markets and poor economic conditions could negatively impact the
credit worthiness of our financial counterparties.
  
    
    non-performance of institutions with whom we negotiate gas forward pricing contracts;
 
    
    viability of institutions holding our cash deposits in excess of FDIC insurance limits; and
 
    
    ability of institutions with whom we have lines of credit to allow access to those funds.
  Our forward sales contracts may not fully protect us from changes in natural gas prices.
  The development of oil and natural gas properties is capital intensive and involves assumptions and
speculation that may result in a total loss of investment.
  If we are unable to find, develop and acquire additional oil or natural gas reserves that will be
commercially viable for production, our reserves and revenue from our energy division would
decline.
  11




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Our estimated proved reserves are based on many assumptions that may prove to be inaccurate. Any
material inaccuracies in these reserve estimates or underlying assumptions could materially reduce
the quantities and present value of our reserves.
  
    
    a constant level of future prices;
 
    
    geological conditions;
 
    
    production levels;
 
    
    capital expenditures;
 
    
    operating and development costs;
 
    
    the effects of regulation; and
 
    
    availability of funds.
    
    
    the actual prices we receive;
 
    
    our actual operating costs;
 
    
    the amount and timing of actual production;
 
    
    the amount and timing of our capital expenditures;
 
    
    the supply of and demand for oil and natural gas; and
 
    
    changes in governmental regulations or taxation.
  If we are unable to obtain bonding at acceptable rates, our operating costs could increase.
  Fluctuations in the prices of raw materials could increase our operating costs.
  The dollar amount of our backlog, as stated at any given time, is not necessarily indicative of our
future earnings.
  12




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Our failure to meet the schedule or performance requirements of our contracts could harm our
reputation, reduce our client base and curtail our future operations.
  If we cannot obtain third-party subcontractors at reasonable rates, or if their performance is
unsatisfactory, our profit could be reduced.
  Professional liability, product liability, warranty and other claims against us could reduce our
revenue.
  If our joint venture partners default on their performance obligations, we could be required to
complete their work under our joint venture arrangements, which could reduce our profit or result
in losses.
  Our business is subject to numerous operating hazards, logistical limitations and force majeure
events that could significantly reduce our liquidity, suspend our operations and reduce our revenue
and future business.
   If we are unable to retain skilled workers, or if a work stoppage occurs as a result of disputes
relating to collective bargaining agreements, our ability to operate our business could be limited
and our revenue could be reduced.
  13




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If we are not able to demonstrate our technical competence, competitive pricing and reliable
performance to potential customers we will lose business to competitors, which would reduce our
profit.
  The cost of complying with complex governmental regulations applicable to our business, sanctions
resulting from non-compliance or reduced demand resulting from increased regulations could increase
our operating costs and reduce our profit.
     Our activities are subject to environmental regulation that could increase our operating costs or
suspend our ability to operate our business.
   14




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If our health insurance, liability insurance or workers compensation insurance is
insufficient to cover losses resulting from claims or hazards, if we are unable to cover our
deductible obligations or if we are unable to obtain insurance at reasonable rates, our operating
costs could increase and our profit could decline.
  Our actual results could differ if the estimates and assumptions that we use to prepare our
financial statements are inaccurate.
  
    
    contract costs and profit and application of percentage-of-completion accounting
and revenue recognition of contract claims;
 
    
    recoverability of inventory and application of lower of cost or market accounting;
 
    
    provisions for uncollectible receivables and customer claims and recoveries of
costs from subcontractors, vendors and others;
 
    
    provisions for income taxes and related valuation allowances;
 
    
    recoverability of goodwill;
 
    
    recoverability of other intangibles and related estimated lives;
 
    
    valuation of assets acquired and liabilities assumed in connection with business
combinations;
 
    
    accruals for estimated liabilities; including litigation and insurance reserves;
and
 
    
    calculation of estimated gas reserves.
  The cost of defending litigation or successful claims against us could reduce our profit or
significantly limit our liquidity and impair our operations.
  If we must write off a significant amount of intangible assets or long-lived assets, our earnings
will be reduced.
  Difficulties integrating our acquisitions could lower our profit.
  If we are unable to protect our intellectual property adequately, the value of our patents and
trademarks and our ability to operate our business could be harmed.
  15




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RISKS RELATED TO OUR COMMON STOCK
 The market price of our common stock could be lowered by future sales of our common stock.
    Provisions in our organizational documents and Delaware law could prevent or frustrate attempts by
stockholders to replace our current management or effect a change of control of our company.
    We are required to assess and report on our internal controls each year. Findings of inadequate
internal controls could reduce investor confidence in the reliability of our financial information.
  We are restricted from paying dividends.
  Our share price could be volatile and could decline, resulting in a substantial or complete loss of
your investment. Because the trading of our common stock is characterized by low trading volume, it
could be difficult for you to sell the shares of our common stock that you may hold.
 16




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
    
    our operating performance and the performance of other similar companies;
    
    actual or anticipated differences in our operating results;
    
    changes in our revenue or earnings estimates or recommendations by securities
analysts;
    
    publication of research reports about us or our industry by securities analysts;
    
    additions and departures of key personnel;
    
    strategic decisions by us or our competitors, such as acquisitions, divestments,
spin-offs, joint ventures, strategic investments or changes in business strategy;
    
    the passage of legislation or other regulatory developments that adversely affect
us or our industry;
    
    speculation in the press or investment community;
    
    actions by institutional stockholders;
    
    changes in accounting principles;
    
    terrorist acts; and
    
    general market conditions, including factors unrelated to our performance.
  Item 1B. Unresolved Staff Comments
  Item 2. Properties and Equipment
    Natural Gas Reserves
   
    
    Over 20 years of experience in petroleum engineering, including reserve and economics
evaluations, reservoir simulations and coalbed methane studies
    
    Registered professional engineer in Texas
    
    Member of the Society of Petroleum Engineers
  
    
    No employees compensation is based on the amount of reserves determined
    
    Written internal policies to oversee preparation of reserves and to validate the data
underlying the determinations
    
    Compliance with our internal policies is subject to testing at least annually by personnel
independent of the engineering department
  
    
    39 years of practical experience in petroleum engineering with 23 years of this experience
being in the valuation of reserves
    
    Licensed professional engineer in the State of Kansas
 17




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
    
    Bachelor of Science degree in engineering
    
    Member in good standing of the Society of Petroleum Engineers
  2010
    
    2009Proved developed (MMcf)
    
    
    16,544
    
    
    
    16,289Proved undeveloped (MMcf)
    
    
    
    
    
    
    274Total proved reserves (MMcf)
    
    
    16,544
    
    
    
    16,563Discounted future net cash flow before
income taxes
    
    $
    22,375
    
    
    $
    43,431Discounted estimated future income taxes
    
    
    1,270
    
    
    
    (3,255
    )Standardized measure of discounted
future net cash flow
    
    $
    23,645
    
    
    $
    40,176
    Productive Wells and Acreage
   Gross
    
    NetAcres
    
    Acres2011
    
    
    33,056
    
    
    
    33,0562012
    
    
    18,364
    
    
    
    18,3642013
    
    
    74,201
    
    
    
    74,2012014
    
    
    32,116
    
    
    
    32,1162015
    
    
    334
    
    
    
    334Thereafter
    
    
    3,546
    
    
    
    3,546
  AcresFiscal Years Ended January 31,
    
    2010
    
    2009Gross developed
    
    
    111,300
    
    
    
    102,009Net developed
    
    
    111,093
    
    
    
    101,802Gross undeveloped
    
    
    159,740
    
    
    
    172,509Net undeveloped
    
    
    159,740
    
    
    
    172,509
 Drilling Activity
  Fiscal Years Ended January 31,
    
    2010
    
    2009
    
    2008Gross
    
    Net
    
    Gross
    
    Net
    
    Gross
    
    NetExploratory wells:Capable of production
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Dry
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Development wells:Capable of production
    
    
    5
    
    
    
    5
    
    
    
    116
    
    
    
    116
    
    
    
    92
    
    
    
    104Dry
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Wells abandoned
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Acquired wells
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net increase in capable wells
    
    
    5
    
    
    
    5
    
    
    
    116
    
    
    
    116
    
    
    
    92
    
    
    
    104
  Delivery Commitments
  18




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Item 3. Legal Proceedings
  Item 4. Reserved
 Item 4A. Executive Officers of the Registrant
   Name
    
    Age
    
    PositionAndrew B. Schmitt
    
    
    61
    
    
    President, Chief Executive Officer and DirectorJeffrey J. Reynolds
    
    
    43
    
    
    Executive Vice President of Operations and
DirectorGregory F. Aluce
    
    
    54
    
    
    Senior Vice President and
Division President  Water ResourcesEric R. Despain
    
    
    61
    
    
    Senior Vice President and
Division President  Mineral ExplorationSteven F. Crooke
    
    
    53
    
    
    Senior Vice President, Secretary and
General CounselJerry W. Fanska
    
    
    61
    
    
    Senior Vice President-Finance and Treasurer
        19




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PART II
 Item 5. Market for Registrants Common Equity and Related Stockholder Matters
  Fiscal Year 2010
    
    High
    
    LowFirst Quarter
    
    $
    23.43
    
    
    $
    14.13Second Quarter
    
    
    24.14
    
    
    
    17.53Third Quarter
    
    
    35.14
    
    
    
    21.69Fourth Quarter
    
    
    29.99
    
    
    
    24.72
 Fiscal Year 2009
    
    High
    
    LowFirst Quarter
    
    $
    45.83
    
    
    $
    32.08Second Quarter
    
    
    53.37
    
    
    
    38.79Third Quarter
    
    
    58.26
    
    
    
    16.54Fourth Quarter
    
    
    27.80
    
    
    
    10.36
    Securities Authorized for Issuance Under Equity Compensation Plans
   Number ofsecuritiesremaining availablefor future issuanceunder equityNumber of securities
    
    
    
    compensation plansto be issued upon
    
    Weighted-average
    
    (excludingexercise of
    
    exercise price of
    
    securitiesoutstanding options,
    
    outstanding options,
    
    reflected in columnPlan Category
    
    warrants and rights
    

warrants and rights
    
    (a))(a)
    
    (b)
    
    (c)Equity compensation
plans approved by
security holders
    
    

910,926
    (1)
    
    $
    25.29
    
    
    
    1,287,063
    (2)Equity compensation
plans not approved
by security holders
    
    
    
    
    
    
    N/A
    
    
    
    Total
    
    
    910,926
    (3)
    
    
    
    
    
    
    1,287,063
 
 (1)
    
    Shares issuable pursuant to outstanding options under the 2006 Equity Plan
and the 2002 Option Plan.(2)
    
    All shares listed are issuable pursuant to future awards under the 2006 Equity Plan.(3)
    
    The table does not include information for equity compensation plans that have expired.
The Companys 1992 Option Plan expired in May 2002. As of January 31, 2010, no shares of
Company common stock were issuable upon the exercise of outstanding options under the
expired 1992 Option Plan. No additional options may be granted under the 1992 Option Plan.
The Companys 1996 Option Plan expired in May 2006. As of January 31, 2010, a total of
115,301 shares of Company common stock were issuable upon the exercise of outstanding
options under the expired 1996 Option Plan. The
weighted average exercise price of those options is $21.40 per share. No additional options
may be granted under the 1996 Option Plan. 20




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Item 6. Selected Financial Data
   Fiscal Years Ended January 31,
    
    2010
    
    2009
    
    2008
    
    2007
    
    2006Income Statement Data (in thousands, except per share data):Revenues
    
    $
    866,417
    
    
    $
    1,008,063
    
    
    $
    868,274
    
    
    $
    722,768
    
    
    $
    463,015Cost of revenues (exclusive of depreciation, depletion, amortization
and impairment shown below)
    
    
    (661,552
    )
    
    
    (756,083
    )
    
    
    (638,003
    )
    
    
    (536,373
    )
    
    
    (344,628
    )Selling, general and administrative expense
    
    
    (128,244
    )
    
    
    (136,687
    )
    
    
    (119,937
    )
    
    
    (102,603
    )
    
    
    (69,979
    )Depreciation, depletion and amortization
    
    
    (57,679
    )
    
    
    (52,840
    )
    
    
    (43,620
    )
    
    
    (32,853
    )
    
    
    (20,024
    )Impairment of oil and gas properties
    
    
    (21,642
    )
    
    
    (28,704
    )
    
    
    
    
    
    
    
    
    
    
    Litigation settlement gains
    
    
    3,495
    
    
    
    2,173
    
    
    
    
    
    
    
    
    
    
    
    Equity in earnings of affiliates
    
    
    8,198
    
    
    
    14,089
    
    
    
    8,076
    
    
    
    4,452
    
    
    
    4,345Interest expense
    
    
    (2,734
    )
    
    
    (3,614
    )
    
    
    (8,730
    )
    
    
    (9,781
    )
    
    
    (5,773
    )Other income, net
    
    
    199
    
    
    
    1,041
    
    
    
    1,229
    
    
    
    2,557
    
    
    
    900Income from continuing operations before income taxes
    
    
    6,458
    
    
    
    47,438
    
    
    
    67,289
    
    
    
    48,167
    
    
    
    27,856Income tax expense
    
    
    (5,093
    )
    
    
    (21,266
    )
    
    
    (30,178
    )
    
    
    (21,915
    )
    
    
    (13,121
    )Net income from continuing operations before discontinued operations
    
    
    1,365
    
    
    
    26,172
    
    
    
    37,111
    
    
    
    26,252
    
    
    
    14,735Net loss (income) attributable to noncontrolling interest
    
    
    
    
    
    
    362
    
    
    
    145
    
    
    
    
    
    
    
    (50
    )Net income attributable to Layne Christensen Company
from continuing operations before discontinued operations
    
    
    1,365
    
    
    
    26,534
    
    
    
    37,256
    
    
    
    26,252
    
    
    
    14,685Gain (loss) from discontinued operations, net of income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4
    )Net income attributable to Layne Christensen Company
    
    $
    1,365
    
    
    $
    26,534
    
    
    $
    37,256
    
    
    $
    26,252
    
    
    $
    14,681Basic income per share:Net income from continuing operations
    
    $
    0.07
    
    
    $
    1.38
    
    
    $
    2.23
    
    
    $
    1.71
    
    
    $
    1.08Income (loss) from discontinued operations, net of income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income per share
    
    $
    0.07
    
    
    $
    1.38
    
    
    $
    2.23
    
    
    $
    1.71
    
    
    $
    1.08Diluted income per share:Net income from continuing operations
    
    $
    0.07
    
    
    $
    1.37
    
    
    $
    2.20
    
    
    $
    1.68
    
    
    $
    1.05Income (loss) from discontinued operations, net of income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income per share
    
    $
    0.07
    
    
    $
    1.37
    
    
    $
    2.20
    
    
    $
    1.68
    
    
    $
    1.05Balance Sheet Data (in thousands):Working capital, including current maturities of debt
    
    $
    119,649
    
    
    $
    128,610
    
    
    $
    127,696
    
    
    $
    66,989
    
    
    $
    69,996Total assets
    
    
    730,955
    
    
    
    719,357
    
    
    
    696,955
    
    
    
    547,164
    
    
    
    449,335Total long term debt, excluding current maturities
    
    
    6,667
    
    
    
    26,667
    
    
    
    46,667
    
    
    
    151,600
    
    
    
    128,900Total Layne Christensen Company stockholders equity
    
    
    466,798
    
    
    
    456,022
    
    
    
    423,372
    
    
    
    205,034
    
    
    
    171,626
 21




---



##### 



Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
  Cautionary Language Regarding Forward-Looking Statements
  Management Overview of Reportable Operating Segments
  Water Infrastructure Division
    Mineral Exploration Division
    22




---



##### 



Energy Division
     Other
   Fiscal Years Ended January 31,
    
    Period-to-Period Change2010
    
    20092010
    
    2009
    
    2008
    
    vs. 2009
    
    vs. 2008Revenues:Water infrastructure
    
    
    80.6
    %
    
    
    76.1
    %
    
    
    73.7
    %
    
    
    (8.9
    )%
    
    
    19.9
    %Mineral exploration
    
    
    13.7
    
    
    
    18.7
    
    
    
    20.5
    
    
    
    (37.4
    )
    
    
    5.8Energy
    
    
    5.3
    
    
    
    4.6
    
    
    
    4.6
    
    
    
    (0.9
    )
    
    
    16.6Other
    
    
    0.4
    
    
    
    0.6
    
    
    
    1.2
    
    
    
    (35.2
    )
    
    
    (44.2
    )Total revenues
    
    
    100.0
    
    
    
    100.0
    
    
    
    100.0
    
    
    
    (14.1
    )
    
    
    16.1Cost of revenues (exclusive of depreciation,
depletion, amortization
and impairment shown below)
    
    
    (76.3
    )
    
    
    (75.0
    )
    
    
    (73.5
    )
    
    
    (12.5
    )
    
    
    18.5Selling, general and administrative expense
    
    
    (14.8
    )
    
    
    (13.6
    )
    
    
    (13.8
    )
    
    
    (6.2
    )
    
    
    14.0Depreciation, depletion and amortization
    
    
    (6.7
    )
    
    
    (5.2
    )
    
    
    (5.0
    )
    
    
    9.2
    
    
    
    21.1Impairment of oil and gas properties
    
    
    (2.5
    )
    
    
    (2.8
    )
    
    
    
    
    
    
    (24.6
    )
    
    
    *Litigation settlement gains
    
    
    0.4
    
    
    
    0.2
    
    
    
    
    
    
    
    60.8
    
    
    
    *Equity in earnings of affiliates
    
    
    0.9
    
    
    
    1.4
    
    
    
    0.9
    
    
    
    (41.8
    )
    
    
    74.5Interest expense
    
    
    (0.3
    )
    
    
    (0.4
    )
    
    
    (1.0
    )
    
    
    (24.3
    )
    
    
    (58.6
    )Other, net
    
    
    
    
    
    
    0.1
    
    
    
    0.2
    
    
    
    *
    
    
    
    *Income before income taxes
    
    
    0.7
    
    
    
    4.7
    
    
    
    7.8
    
    
    
    (86.4
    )
    
    
    (29.5
    )Income tax expense
    
    
    (0.5
    )
    
    
    (2.1
    )
    
    
    (3.5
    )
    
    
    (76.1
    )
    
    
    (29.5
    )Net income
    
    
    0.2
    
    
    
    2.6
    
    
    
    4.3
    
    
    
    (94.8
    )
    
    
    (29.5
    )Net loss attributable to noncontrolling interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    *
    
    
    
    *Net income attributable to Layne Christensen Company
    
    
    0.2
    %
    
    
    2.6
    %
    
    
    4.3
    %
    
    
    (94.9
    )%
    
    
    (28.8
    )%
 *
    
    not meaningful  23




---



##### 



(in thousands)Fiscal Years Ended January 31,
    
    2010
    
    2009
    
    2008RevenuesWater infrastructure
    
    $
    698,506
    
    
    $
    766,957
    
    
    $
    639,584Mineral exploration
    
    
    118,188
    
    
    
    188,918
    
    
    
    178,482Energy
    
    
    45,940
    
    
    
    46,352
    
    
    
    39,749Other
    
    
    3,783
    
    
    
    5,836
    
    
    
    10,459Total revenues
    
    $
    866,417
    
    
    $
    1,008,063
    
    
    $
    868,274Equity in earnings of affiliatesMineral exploration
    

    $
    8,198
    
    
    $
    14,089
    
    
    $
    8,076Income (loss) before income taxesWater infrastructure
    
    $
    33,017
    
    
    $
    48,399
    
    
    $
    42,995Mineral exploration
    
    
    11,149
    
    
    
    39,260
    
    
    
    37,452Energy
    
    
    (6,393
    )
    
    
    (12,401
    )
    
    
    13,075Other
    
    
    308
    
    
    
    1,280
    
    
    
    3,696Unallocated corporate expenses
    
    
    (28,889
    )
    
    
    (25,486
    )
    
    
    (21,199
    )Interest expense
    
    
    (2,734
    )
    
    
    (3,614
    )
    
    
    (8,730
    )Total income before income taxes
    
    $
    6,458
    
    
    $
    47,438
    
    
    $
    67,289
 Comparison of Fiscal 2010 to Fiscal 2009
         24




---



##### 



Water Infrastructure Division
 (in thousands)Fiscal Years Ended January 31,
    
    2010
    
    2009Revenues
    
    $
    698,506
    
    
    $
    766,957Income before income taxes
    
    
    33,017
    
    
    
    48,399
    Mineral Exploration Division
 (in thousands)Fiscal Years Ended January 31,
    
    2010
    
    2009Revenues
    
    $
    118,188
    
    
    $
    188,918Income before income taxes
    
    
    11,149
    
    
    
    39,260
    Energy Division
 (in thousands)Fiscal Years Ended January 31,
    
    2010
    
    2009Revenues
    
    $
    45,940
    
    
    $
    46,352(Loss) before income taxes
    
    
    (6,393
    )
    
    
    (12,401
    )
     Other
 (in thousands)Fiscal Years Ended January 31,
    
    2010
    
    2009Revenues
    
    $
    3,783
    
    
    $
    5,836Income before income taxes
    
    
    308
    
    
    
    1,280
  Unallocated Corporate Expenses
  25




---



##### 



Comparison of Fiscal 2009 to Fiscal 2008
        Water Infrastructure Division
 (in thousands)Fiscal Years Ended January 31,
    
    2009
    
    2008Revenues
    
    $
    766,957
    
    
    $
    639,584Income before income taxes
    
    
    48,399
    
    
    
    42,995
    Mineral Exploration Division
 (in thousands)Fiscal Years Ended January 31,
    
    2009
    
    2008Revenues
    
    $
    188,918
    
    
    $
    178,482Income before income taxes
    
    
    39,260
    
    
    
    37,452
   Energy Division
 (in thousands)Fiscal Years Ended January 31,
    
    2009
    
    2008Revenues
    
    $
    46,352
    
    
    $
    39,749(Loss) income before income taxes
    
    
    (12,401
    )
    
    
    13,075
   26




---



##### 



Other
 (in thousands)Fiscal Years Ended January 31,
    
    2009
    
    2008Revenues
    
    $
    5,836
    
    
    $
    10,459Income before income taxes
    
    
    1,280
    
    
    
    3,696
  Unallocated Corporate Expenses
  Fluctuation in Quarterly Results
  Inflation
  Liquidity and Capital Resources
    27




---



##### 



Actual
    
    Required
    
    Actual
    
    Required(in thousands, except ratio data)
    
    2010
    
    2010
    
    2009
    
    2009Minimum fixed charge
coverage ratio
    
    
    2.23
    
    
    
    1.50
    
    
    
    4.22
    
    
    
    1.50Maximum leverage ratio
    
    
    0.42
    
    
    
    3.00
    
    
    
    0.44
    
    
    
    3.00Minimum tangible net worth
    
    $
    346,215
    
    
    $
    296,266
    
    
    $
    340,280
    
    
    $
    291,237
    Operating Activities
  Investing Activities
    28




---



##### 



Financing Activities
   Contractual Obligation and Commercial Commitments
  (in thousands)
    
    
    
    
    
    
    
    
    
    Payments/Expiration by PeriodLess than
    
    
    
    
    
    
    
    
    
    More thanTotal
    
    1 year
    
    1-3 years
    
    4-5 years
    
    5 yearsContractual Obligations and Other Commercial CommitmentsCredit Agreement principal payments
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Senior Notes principal payments
    
    
    26,667
    
    
    
    20,000
    
    
    
    6,667
    
    
    
    
    
    
    
    Interest payments
    
    
    3,011
    
    
    
    2,291
    
    
    
    720
    
    
    
    
    
    
    
    Software financing obligations
    
    
    640
    
    
    
    482
    
    
    
    158
    
    
    
    
    
    
    
    Operating leases
    
    
    30,414
    
    
    
    11,960
    
    
    
    13,652
    
    
    
    4,802
    
    
    
    Mineral interest obligations
    
    
    671
    
    
    
    115
    
    
    
    381
    
    
    
    164
    
    
    
    11Income tax uncertainties
    
    
    2,149
    
    
    
    2,149
    
    
    
    
    
    
    
    
    
    
    
    Total cash contractual obligations
    
    
    63,552
    
    
    
    36,997
    
    
    
    21,578
    
    
    
    4,966
    
    
    
    11Standby letters of credit
    
    
    19,805
    
    
    
    19,805
    
    
    
    
    
    
    
    
    
    
    
    Asset retirement obligations
    
    
    1,498
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,498Total contractual obligations and commercial commitments
    
    $
    84,855
    
    
    $
    56,802
    
    
    $
    21,578
    
    
    $
    4,966
    
    
    $
    1,509
    Critical Accounting Policies and Estimates
   Revenue Recognition 
 29




---



##### 



Oil and Gas Properties and Mineral Interests
  Reserve Estimates
 Goodwill and Other Intangibles
  30




---



##### 



Other Long-lived Assets
 Accrued Insurance Expense
  Income Taxes
 Litigation and Other Contingencies
 New Accounting Pronouncements 
 31




---



##### 



ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
        32




---



##### 



Item 8. Financial Statements and Supplementary Data
 Index to Consolidated Financial Statements and Financial Statement Schedules
 PageLayne Christensen Company and SubsidiariesStatement of Management Responsibility
    
    
    34Report of Independent Registered Public Accounting Firm
    
    
    35Financial Statements:Consolidated Balance Sheets as of January 31, 2010 and 2009
    
    
    36Consolidated Statements of Income for the Years Ended January 31, 2010, 2009 and 2008
    
    
    37Consolidated Statements of Stockholders Equity for the Years Ended January 31, 2010, 2009 and 2008
    
    
    38Consolidated Statements of Cash Flows for the Years Ended January 31, 2010, 2009 and 2008
    
    
    39Notes to Consolidated Financial Statements
    
    
    40Supplemental Information on Oil and Gas Producing Activities
    
    
    58Financial Statement Schedule II Valuation and Qualifying Accounts
    
    
    61
   33




---



##### 



Statement of Management Responsibility
    /s/ A. B. Schmitt
    

/s/
Jerry W. FanskaAndrew B. Schmitt
    
    Jerry W. FanskaPresident and
    
    Senior Vice President andChief Executive Officer
    
    Chief Financial Officer
 34




---



##### 



Report of Independent Registered Public Accounting Firm
 
     Internal ControlIntegrated Framework
 /s/ Deloitte & Touche LLP
 
 35




---



##### 



Consolidated
Balance Sheets
  January 31,
    
    2010
    
    2009ASSETSCurrent assets:Cash and cash equivalents
    
    $
    84,450
    
    
    $
    67,165Customer receivables, less allowance of $7,425 and $7,878, respectively
    
    
    106,056
    
    
    
    116,234Costs and estimated earnings in excess of billings on uncompleted contracts
    
    
    83,712
    
    
    
    63,638Inventories
    
    
    25,637
    
    
    
    31,329Deferred income taxes
    
    
    18,324
    
    
    
    16,561Income taxes receivable
    
    
    3,761
    
    
    
    6,806Restricted deposits  current
    
    
    1,415
    
    
    
    774Other
    
    
    6,996
    
    
    
    10,063Total current assets
    
    
    330,351
    
    
    
    312,570Property and equipment:Land
    
    
    12,056
    
    
    
    8,586Buildings
    
    
    34,539
    
    
    
    27,209Machinery and equipment
    
    
    378,868
    
    
    
    336,166Gas transportation facilities and equipment
    
    
    40,748
    
    
    
    39,825Oil and gas properties
    
    
    95,252
    
    
    
    92,497Mineral interests in oil and gas properties
    
    
    21,939
    
    
    
    21,248583,402
    
    
    
    525,531Less  accumulated depreciation and depletion
    
    
    (350,630
    )
    
    
    (278,786
    )Net property and equipment
    
    
    232,772
    
    
    
    246,745Other assets:Investment in affiliates
    
    
    44,073
    
    
    
    40,973Goodwill
    
    
    92,532
    
    
    
    90,029Other intangible assets, net
    
    
    19,649
    
    
    
    21,002Restricted deposits  long term
    
    
    3,151
    
    
    
    1,155Other
    
    
    8,427
    
    
    
    6,883Total other assets
    
    
    167,832
    
    
    
    160,042$
    730,955
    
    
    $
    719,357LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    87,818
    
    
    $
    62,575Current maturities of long term debt
    
    
    20,000
    
    
    
    20,000Accrued compensation
    
    
    33,572
    
    
    
    36,252Accrued insurance expense
    
    
    9,255
    
    
    
    9,173Other accrued expenses
    
    
    16,779
    
    
    
    17,626Acquisition escrow obligation  current
    
    
    1,415
    
    
    
    824Income taxes payable
    
    
    4,219
    
    
    
    3,254Billings in excess of costs and estimated earnings on uncompleted contracts
    
    
    37,644
    
    
    
    34,256Total current liabilities
    
    
    210,702
    
    
    
    183,960Noncurrent and deferred liabilities:Long-term debt
    
    
    6,667
    
    
    
    26,667Accrued insurance expense
    
    
    10,759
    
    
    
    9,947Deferred income taxes
    
    
    17,761
    
    
    
    29,063Acquisition escrow obligation  long term
    
    
    3,151
    
    
    
    1,155Other
    
    
    15,042
    
    
    
    12,468Total noncurrent and deferred liabilities
    
    
    53,380
    
    
    
    79,300ContingenciesStockholders equity:Common stock, par value $.01 per share, 30,000 shares authorized,
19,435 and 19,383 shares issued and outstanding, respectively
    
    
    194
    
    
    
    194Capital in excess of par value
    
    
    342,952
    
    
    
    337,528Retained earnings
    
    
    129,718
    
    
    
    128,353Accumulated other comprehensive loss
    
    
    (6,066
    )
    
    
    (10,053
    )Total Layne Christensen Company stockholders equity
    
    
    466,798
    
    
    
    456,022Noncontrolling interest
    
    
    75
    
    
    
    75Total equity
    
    
    466,873
    
    
    
    456,097$
    730,955
    
    
    $
    719,357
  36




---



##### 



Consolidated Statements of Income
  Years Ended January 31,
    
    2010
    
    2009
    
    2008Revenues
    
    $
    866,417
    
    
    $
    1,008,063
    
    
    $
    868,274Cost of revenues (exclusive of depreciation, depletion, amortization and impairment
shown below)
    
    
    (661,552
    )
    
    
    (756,083
    )
    
    
    (638,003
    )Selling, general and administrative expense
    
    
    (128,244
    )
    
    
    (136,687
    )
    
    
    (119,937
    )Depreciation, depletion and amortization
    
    
    (57,679
    )
    
    
    (52,840
    )
    
    
    (43,620
    )Impairment of oil and gas properties
    
    
    (21,642
    )
    
    
    (28,704
    )
    
    
    Litigation settlement gains
    
    
    3,495
    
    
    
    2,173
    
    
    
    Equity in earnings of affiliates
    
    
    8,198
    
    
    
    14,089
    
    
    
    8,076Interest expense
    
    
    (2,734
    )
    
    
    (3,614
    )
    
    
    (8,730
    )Other income, net
    
    
    199
    
    
    
    1,041
    
    
    
    1,229Income before income taxes
    
    
    6,458
    
    
    
    47,438
    
    
    
    67,289Income tax expense
    
    
    (5,093
    )
    
    
    (21,266
    )
    
    
    (30,178
    )Net income
    
    
    1,365
    
    
    
    26,172
    
    
    
    37,111Net loss attributable to noncontrolling interest
    
    
    
    
    
    
    362
    
    
    
    145Net income attributable to Layne Christensen Company
    
    $
    1,365
    
    
    $
    26,534
    
    
    $
    37,256Basic income per share
    
    $
    0.07
    
    
    $
    1.38
    
    
    $
    2.23Diluted income per share
    
    $
    0.07
    
    
    $
    1.37
    
    
    $
    2.20Weighted average shares outstanding  basic
    
    
    19,328
    
    
    
    19,191
    
    
    
    16,670Dilutive stock options and unvested shares
    
    
    94
    
    
    
    195
    
    
    
    268Weighted average shares outstanding  diluted
    
    
    19,422
    
    
    
    19,386
    
    
    
    16,938
  37




---



##### 



Consolidated Statements of Stockholders Equity
 Total LayneAccumulated
    
    ChristensenCapital In
    
    
    
    
    
    Other
    
    CompanyCommon Stock
    
    Excess of
    
    Retained
    
    Comprehensive
    
    Stockholders
    
    Noncontrolling(in thousands, except share data)
    
    Shares
    
    Amount
    
    Par Value
    
    Earnings
    
    Income (Loss)
    
    Equity
    
    Interest
    
    TotalBalance, February 1, 2007
    
    
    15,517,724
    
    
    $
    155
    
    
    $
    149,187
    
    
    $
    64,145
    
    
    $
    (8,453
    )
    
    $
    205,034
    
    
    $
    
    
    
    $
    205,034Comprehensive income:Net income (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    37,256
    
    
    
    
    
    
    
    37,256
    
    
    
    (145
    )
    
    
    37,111Other comprehensive income:Foreign currency translation adjustments,
net of income tax benefit of $424
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    760
    
    
    
    760
    
    
    
    
    
    
    
    760Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    38,016
    
    
    
    
    
    
    
    37,871Issuance of nonvested shares
    
    
    73,863
    
    
    
    1
    
    
    
    (1
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cumulative effect of adoption of new tax
guidance
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    465
    
    
    
    
    
    
    
    465
    
    
    
    
    
    
    
    465Change in unrecognized pension liability,
net of income tax expense of $445
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    706
    
    
    
    706
    
    
    
    
    
    
    
    706Proceeds from public offering, net
    
    
    3,105,000
    
    
    
    31
    
    
    
    159,848
    
    
    
    
    
    
    
    
    
    
    
    159,879
    
    
    
    
    
    
    
    159,879Issuance of stock for acquisition
of business
    
    
    249,023
    
    
    
    3
    
    
    
    10,979
    
    
    
    
    
    
    
    
    
    
    
    10,982
    
    
    
    
    
    
    
    10,982Issuance of stock upon exercise of options
    
    
    215,106
    
    
    
    2
    
    
    
    2,902
    
    
    
    
    
    
    
    
    
    
    
    2,904
    
    
    
    
    
    
    
    2,904Income tax benefit on exercise of options
    
    
    
    
    
    
    
    
    
    
    2,360
    
    
    
    
    
    
    
    
    
    
    
    2,360
    
    
    
    
    
    
    
    2,360Shared-based compensation
    
    
    
    
    
    
    
    
    
    
    3,026
    
    
    
    
    
    
    
    
    
    
    
    3,026
    
    
    
    
    
    
    
    3,026Contribution of noncontrolling interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    543
    
    
    
    543Balance, January 31, 2008
    
    
    19,160,716
    
    
    $
    192
    
    
    $
    328,301
    
    
    $
    101,866
    
    
    $
    (6,987
    )
    
    $
    423,372
    
    
    $
    398
    
    
    $
    423,770Comprehensive income:Net income (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    26,534
    
    
    
    
    
    
    
    26,534
    
    
    
    (362
    )
    
    
    26,172Comprehensive income:Foreign currency translation adjustments,
net of income tax expense of $844
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,549
    )
    
    
    (2,549
    )
    
    
    
    
    
    
    (2,549
    )Change in unrealized loss on foreign
exchange contracts, net of income tax
benefit of $62
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (96
    )
    
    
    (96
    )
    
    
    
    
    
    
    (96
    )Change in unrecognized pension liability,
net of income tax benefits of $271
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (421
    )
    
    
    (421
    )
    
    
    
    
    
    
    (421
    )Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23,468
    
    
    
    
    
    
    
    23,106Issuance of nonvested shares
    
    
    38,584
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Treasury stock purchased and subsequently cancelled
    
    
    (5,357
    )
    
    
    
    
    
    
    (245
    )
    
    
    
    
    
    
    
    
    
    
    (245
    )
    
    
    
    
    
    
    (245
    )Cumulative effect of adoption of new pension guidance
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (47
    )
    
    
    
    
    
    
    (47
    )
    
    
    
    
    
    
    (47
    )Issuance of stock upon exercise of options
    
    
    189,033
    
    
    
    2
    
    
    
    3,321
    
    
    
    
    
    
    
    
    
    
    
    3,323
    
    
    
    
    
    
    
    3,323Income tax benefit on exercise of options
    
    
    
    
    
    
    
    
    
    
    2,067
    
    
    
    
    
    
    
    
    
    
    
    2,067
    
    
    
    
    
    
    
    2,067Share-based compensation
    
    
    
    
    
    
    
    
    
    
    4,084
    
    
    
    
    
    
    
    
    
    
    
    4,084
    
    
    
    
    
    
    
    4,084Contribution of noncontrolling interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    39
    
    
    
    39Balance, January 31, 2009
    
    
    19,382,976
    
    
    $
    194
    
    
    $
    337,528
    
    
    $
    128,353
    
    
    $
    (10,053
    )
    
    $
    456,022
    
    
    $
    75
    
    
    $
    456,097Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,365
    
    
    
    
    
    
    
    1,365
    
    
    
    
    
    
    
    1,365Comprehensive income:Foreign currency translation adjustments,
net of income tax expense of $1,324
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,936
    
    
    
    2,936
    
    
    
    
    
    
    
    2,936Change in unrealized loss on foreign
exchange contracts, net of income tax
expense of $22
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    34
    
    
    
    34
    
    
    
    
    
    
    
    34Change in unrecognized pension liability,
net of income tax benefit of $650
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,017
    
    
    
    1,017
    
    
    
    
    
    
    
    1,017Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,352
    
    
    
    
    
    
    
    5,352Issuance of nonvested shares
    
    
    12,771
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Treasury stock purchased and subsequently cancelled
    
    
    (5,374
    )
    
    
    
    
    
    
    (113
    )
    
    
    
    
    
    
    
    
    
    
    (113
    )
    
    
    
    
    
    
    (113
    )Issuance of stock upon exercise of options
    
    
    32,159
    
    
    
    
    
    
    
    524
    
    
    
    
    
    
    
    
    
    
    
    524
    
    
    
    
    
    
    
    524Income tax benefit on exercise of options
    
    
    
    
    
    
    
    
    
    
    83
    
    
    
    
    
    
    
    
    
    
    
    83
    
    
    
    
    
    
    
    83Income tax deficiency upon vesting
of restricted shares
    
    
    
    
    
    
    
    
    
    
    (191
    )
    
    
    
    
    
    
    
    
    
    
    (191
    )
    
    
    
    
    
    
    (191
    )Share-based compensation
    
    
    
    
    
    
    
    
    
    
    4,841
    
    
    
    
    
    
    
    
    
    
    
    4,841
    
    
    
    
    
    
    
    4,841Issuance of stock for purchase
price adjustments
    
    
    12,677
    
    
    
    
    
    
    
    280
    
    
    
    
    
    
    
    
    
    
    
    280
    
    
    
    
    
    
    
    280Balance, January 31, 2010
    
    
    19,435,209
    
    
    $
    194
    
    
    $
    342,952
    
    
    $
    129,718
    
    
    $
    (6,066
    )
    
    $
    466,798
    
    
    $
    75
    
    
    $
    466,873
  38




---



##### 



Consolidated Statements of Cash Flows
 (in thousands)Years Ended January 31,
    
    2010
    
    2009
    
    2008Cash flow from operating activities:Net income
    
    $
    1,365
    
    
    $
    26,172
    
    
    $
    37,111Adjustments to reconcile net income to cash from operations:Depreciation, depletion and amortization
    
    
    57,679
    
    
    
    52,840
    
    
    
    43,620Deferred income taxes
    
    
    (12,968
    )
    
    
    3,166
    
    
    
    2,364Equity in earnings of affiliates
    
    
    (8,198
    )
    
    
    (14,089
    )
    
    
    (8,076
    )Dividends received from affiliates
    
    
    5,098
    
    
    
    2,951
    
    
    
    2,521Gain on disposal of property and equipment
    
    
    (147
    )
    
    
    (30
    )
    
    
    (671
    )Impairment of oil and gas properties
    
    
    21,642
    
    
    
    28,704
    
    
    
    Non-cash litigation settlement
    
    
    (2,868
    )
    
    
    
    
    
    
    Share-based compensation
    
    
    4,841
    
    
    
    4,084
    
    
    
    3,026Share-based compensation excess tax benefits
    
    
    (75
    )
    
    
    (1,911
    )
    
    
    (2,313
    )Changes in current assets and liabilities, (exclusive of effects of acquisitions):(Increase) decrease in customer receivables
    
    
    25,951
    
    
    
    13,735
    
    
    
    (9,616
    )Increase in costs and estimated earnings in excess of
billings on uncompleted contracts
    
    
    (4,770
    )
    
    
    (1,531
    )
    
    
    (9,205
    )(Increase) decrease in inventories
    
    
    6,128
    
    
    
    (10,867
    )
    
    
    (1,788
    )(Increase) decrease in other current assets
    
    
    4,279
    
    
    
    (4,949
    )
    
    
    602Increase (decrease) in accounts payable and accrued expenses
    
    
    (11,760
    )
    
    
    (8,478
    )
    
    
    27,512Increase (decrease) in billings in excess of costs and estimated
earnings on uncompleted contracts
    
    
    7,845
    
    
    
    2,615
    
    
    
    (2,648
    )Other, net
    
    
    (87
    )
    
    
    (386
    )
    
    
    (2,276
    )Cash from operating activities
    
    
    93,955
    
    
    
    92,026
    
    
    
    80,163Cash flow used in investing activities:Additions to property and equipment
    
    
    (40,561
    )
    
    
    (51,416
    )
    
    
    (44,177
    )Additions to gas transportation facilities and equipment
    
    
    (923
    )
    
    
    (6,739
    )
    
    
    (5,327
    )Additions to oil and gas properties
    
    
    (2,649
    )
    
    
    (19,786
    )
    
    
    (18,216
    )Additions to mineral interests in oil and gas properties
    
    
    (692
    )
    
    
    (3,082
    )
    
    
    (5,650
    )Payment of cash purchase price adjustment on prior year acquisitions
    
    
    (1,349
    )
    
    
    (33
    )
    
    
    (2,270
    )Proceeds from disposal of property and equipment
    
    
    808
    
    
    
    1,172
    
    
    
    3,333Acquisition of businesses, net of cash acquired
    
    
    (13,257
    )
    
    
    (7,070
    )
    
    
    (20,470
    )Deposit of cash into restricted accounts
    
    
    
    
    
    
    (15,200
    )
    
    
    (2,075
    )Release of cash from restricted accounts
    
    
    515
    
    
    
    16,126
    
    
    
    9,627Distribution of restricted cash for prior year acquisition
    
    
    (515
    )
    
    
    (926
    )
    
    
    (9,627
    )Cash used in investing activities
    
    
    (58,623
    )
    
    
    (86,954
    )
    
    
    (94,852
    )Cash flow from financing activities:Borrowings under revolving credit facilities
    
    
    
    
    
    
    
    
    
    
    483,800Repayments under revolving credit facilities
    
    
    
    
    
    
    
    
    
    
    (575,400
    )Repayments of long-term debt
    
    
    (20,000
    )
    
    
    (13,333
    )
    
    
    Proceeds from public offering of common stock, net of issuance costs
    
    
    
    
    
    
    
    
    
    
    159,879Issuances of common stock
    
    
    524
    
    
    
    3,323
    
    
    
    2,904Excess tax benefit on exercise of share-based instruments
    
    
    75
    
    
    
    1,911
    
    
    
    2,313Purchases of treasury stock
    
    
    (113
    )
    
    
    (245
    )
    
    
    Contribution by noncontrolling interest
    
    
    
    
    
    
    39
    
    
    
    543Cash from (used in) financing activities
    
    
    (19,514
    )
    
    
    (8,305
    )
    
    
    74,039Effects of exchange rate changes on cash
    
    
    1,467
    
    
    
    (2,670
    )
    
    
    711Net increase (decrease) in cash and cash equivalents
    
    
    17,285
    
    
    
    (5,903
    )
    
    
    60,061Cash and cash equivalents at beginning of year
    
    
    67,165
    
    
    
    73,068
    
    
    
    13,007Cash and cash equivalents at end of year
    
    $
    84,450
    
    
    $
    67,165
    
    
    $
    73,068
  39




---



##### 



Notes to Consolidated Financial Statements
 (1) Summary of Significant Accounting Policies
 Description of Business
 Fiscal Year
 Investment in Affiliated Companies
 Principles of Consolidation
 Use of Estimates in Preparing Financial Statements
 Foreign Currency Transactions and Translation
   Revenue Recognition
    Inventories
 40




---



##### 



Property and Equipment and Related Depreciation
 YearsBuildings
    
    
    15 - 35Machinery and equipment
    
    
    3 - 10Gas transportation facilities and equipment
    
    
    15
 Oil and Gas Properties and Mineral Interests
  Reserve Estimates
  Goodwill and Intangibles
  41




---



##### 



Other Long-Lived Assets
 Cash and Cash Equivalents
 Restricted Deposits
 Accrued Insurance Expense
 Fair Value of Financial Instruments
 Litigation and Other Contingencies
 Derivatives
 Supplemental Cash Flow Information
 (in thousands)
    
    2010
    
    2009
    
    2008Income taxes
    
    $
    13,000
    
    
    $
    18,843
    
    
    $
    20,704Interest
    
    
    2,813
    
    
    
    3,054
    
    
    
    8,721
  42




---



##### 



Income Taxes
 Earnings Per Share
 Share-Based Compensation 
  Other Comprehensive Loss
 Unrealized
    
    AccumulatedCumulative
    
    Unrecognized
    
    Loss On
    
    OtherTranslation
    
    Pension
    
    Exchange
    
    Comprehensive(in thousands)
    
    Adjustment
    
    Liability
    
    Contracts
    
    LossBalance, January 31, 2008
    
    $
    (6,391
    )
    
    $
    (596
    )
    
    $
    
    
    
    $
    (6,987
    )Period change, net of income tax
    
    
    (2,549
    )
    
    
    (421
    )
    
    
    (96
    )
    
    
    (3,066
    )Balance, January 31, 2009
    
    
    (8,940
    )
    
    
    (1,017
    )
    
    
    (96
    )
    
    
    (10,053
    )Period change, net of income tax
    
    
    2,936
    
    
    
    1,017
    
    
    
    34
    
    
    
    3,987Balance, January 31, 2010
    
    $
    (6,004
    )
    
    $
    
    
    
    $
    (62
    )
    
    $
    (6,066
    )
 (2) Acquisitions
 Fiscal Year 2010
  
    
    On December 9, 2009, the Company acquired certain assets of MCL Technology Corporation
(MCL), an Arizona-based provider of commercial and industrial reverse osmosis, deionization
and filtration services.
    
    On October 30, 2009, the Company acquired 100% of the stock of W.L. Hailey & Company, Inc.
(Hailey), a water and wastewater solutions firm in Tennessee. The operation was combined
with similar service lines and serves to foster the Companys further expansion of these
product lines into the southeast.
    
    On May 1, 2009, the Company acquired equipment and other assets of Meadow Equipment Sales &
Service, Inc. (Meadow), a construction company operating primarily in the Midwestern United
States.The aggregate cash purchase price of $16,961,000, comprised of cash ($3,150,000 of which was
placed in escrow to secure certain representations, warranties and idemnifications), was as
follows:
 (in thousands)
    
    MCL
    
    Hailey
    
    Meadow
    
    TotalCash purchase price
    
    $
    1,500
    
    
    $
    14,861
    
    
    $
    600
    
    
    $
    16,961Escrow deposits
    
    
    150
    
    
    
    3,000
    
    
    
    
    
    
    
    3,150
  43




---



##### 



(in thousands)
    
    MCL
    
    Hailey
    
    Meadow
    
    TotalWorking capital
    
    $
    80
    
    
    $
    4,861
    
    
    $
    
    
    
    $
    4,941Property and equipment
    
    
    983
    
    
    
    9,515
    
    
    
    575
    
    
    
    11,073Goodwill
    
    
    273
    
    
    
    585
    
    
    
    
    
    
    
    858Other intangible assets
    
    
    164
    
    
    
    
    
    
    
    25
    
    
    
    189Deferred taxes
    
    
    
    
    
    
    (100
    )
    
    
    
    
    
    
    (100
    )Total purchase price
    
    $
    1,500
    
    
    $
    14,861
    
    
    $
    600
    
    
    $
    16,961
    (in thousands, except per share data)
    
    2010
    
    2009Revenues
    
    $
    920,792
    
    
    $
    1,078,314Net income
    
    
    3,454
    
    
    
    28,009Basic earnings per share
    
    $
    0.18
    
    
    $
    1.46Diluted earnings per share
    
    $
    0.18
    
    
    $
    1.44
    Fiscal Year 2009
  
    
    On October 24, 2008, the Company acquired 100% of the stock of Meadors Construction Co.,
Inc. (Meadors), a construction company operating primarily in Florida. The operation was
combined with similar service lines and serves to foster our further expansion into Florida
and the southeast.
 
    
    On August 7, 2008, the Company acquired certain assets and liabilities of Moore & Tabor, a
geotechnical construction firm operating in California.
 
    
    On May 5, 2008, the Company acquired certain assets and liabilities of Wittman Hydro
Planning Associates (WHPA), a water consulting firm specializing in hydrologic systems
modeling and analysis.
  Moore &(in thousands)
    
    Meadors
    
    Tabor
    
    WHPA
    
    TotalCash
    
    $
    4,536
    
    
    $
    1,785
    
    
    $
    2,494
    
    
    $
    8,815Expenses
    
    
    53
    
    
    
    33
    
    
    
    24
    
    
    
    110Total purchase price
    
    $
    4,589
    
    
    $
    1,818
    
    
    $
    2,518
    
    
    $
    8,925Escrow deposits
    
    $
    700
    
    
    $
    150
    
    
    $
    300
    
    
    $
    1,150
  44




---



##### 



Moore(in thousands)
    
    Meadors
    
    & Tabor
    
    WHPA
    
    TotalWorking capital
    
    $
    2,072
    
    
    $
    427
    
    
    $
    394
    
    
    $
    2,893Property and equipment
    
    
    592
    
    
    
    798
    
    
    
    40
    
    
    
    1,430Goodwill
    
    
    1,865
    
    
    
    593
    
    
    
    1,832
    
    
    
    4,290Other intangible assets
    
    
    60
    
    
    
    
    
    
    
    250
    
    
    
    310Other assets
    
    
    
    
    
    
    
    
    
    
    2
    
    
    
    2Total purchase price
    
    $
    4,589
    
    
    $
    1,818
    
    
    $
    2,518
    
    
    $
    8,925
    Fiscal Year 2008
  
    
    On December 31, 2007 (the Tierdael Closing Date), the Company acquired certain assets and
liabilities of Tierdael Construction (Tierdael), a pipeline and utility construction
contractor in Denver which was combined with similar service lines.
 
    
    On November 30, 2007 (the SolmeteX Closing Date), the Company acquired certain assets and
liabilities of SolmeteX, Inc., a water and wastewater research and development business and a
supplier of wastewater filtration products to the dental market.
  (in thousands)
    
    Tierdael
    
    SolmeteX
    
    TotalCash
    
    $
    6,646
    
    
    $
    13,500
    
    
    $
    20,146Assumed liabilities
    
    
    226
    
    
    
    
    
    
    
    226Expenses
    
    
    238
    
    
    
    86
    
    
    
    324Total purchase price
    
    $
    7,110
    
    
    $
    13,586
    
    
    $
    20,696Escrow deposits
    
    $
    665
    
    
    $
    1,000
    
    
    $
    1,665
   (in thousands)
    
    Tierdael
    
    SolmeteX
    
    TotalWorking capital
    
    $
    3,983
    
    
    $
    64
    
    
    $
    4,047Property and equipment
    
    
    3,127
    
    
    
    115
    
    
    
    3,242Goodwill
    
    
    
    
    
    
    7,270
    
    
    
    7,270Tradenames
    
    
    
    
    
    
    2,962
    
    
    
    2,962Patents
    
    
    
    
    
    
    2,543
    
    
    
    2,543Deferred income taxes
    
    
    
    
    
    
    551
    
    
    
    551Other intangible assets
    
    
    
    
    
    
    81
    
    
    
    81Total purchase price
    
    $
    7,110
    
    
    $
    13,586
    
    
    $
    20,696
   (in thousands, except per share data)
    
    2008Revenues
    
    $
    890,755Net income
    
    
    38,052Basic earnings per share
    
    $
    2.28Diluted earnings per share
    
    $
    2.25
  (in thousands, except per share data)
    
    2008Revenues
    
    $
    872,427Net income
    
    
    36,307Basic earnings per share
    
    $
    2.18Diluted earnings per share
    
    $
    2.14
 45




---



##### 



(3) Investments in Affiliates
  PercentageOwnedChristensen Chile, S.A. (Chile)
    
    
    50.00
    %Christensen Commercial, S.A. (Chile)
    
    
    50.00Geotec Boyles Bros., S.A. (Chile)
    
    
    50.00Boyles Bros. Diamantina, S.A. (Peru)
    
    
    29.49Christensen Commercial, S.A. (Peru)
    
    
    35.38Geotec, S.A. (Peru)
    
    
    35.38Boytec, S.A. (Panama)
    
    
    50.00Plantel Industrial S.A. (Chile)
    
    
    50.00Boytec Sondajes de Mexico, S.A. de C.V. (Mexico)
    
    
    50.00Geoductos Chile, S.A. (Chile)
    
    
    50.00Mining Drilling Fluids (Panama)
    
    
    25.00Diamantina Christensen Trading (Panama)
    
    
    42.69Boyles Bros. do Brasil Ltd. (Brazil)
    
    
    40.00Boytec, S.A. (Columbia)
    
    
    50.00Centro Internacional de Formacion S.A. (Chile)
    
    
    50.00Geoestrella
S.A.
    
    
    25.00
  (in thousands)
    
    2010
    
    2009
    
    2008Current assets
    
    $
    96,509
    
    
    $
    99,533
    
    
    $
    78,165Noncurrent assets
    
    
    62,484
    
    
    
    62,570
    
    
    
    42,682Current liabilities
    
    
    49,044
    
    
    
    59,844
    
    
    
    48,496Noncurrent liabilities
    
    
    11,748
    
    
    
    13,319
    
    
    
    9,373Revenues
    
    
    227,642
    
    
    
    301,268
    
    
    
    202,649Gross profit
    
    
    41,701
    
    
    
    58,933
    
    
    
    36,234Operating income
    
    
    23,115
    
    
    
    40,081
    
    
    
    24,074Net income
    
    
    16,841
    
    
    
    32,626
    
    
    
    18,762
   (4) Impairment of Oil and Gas Properties
   46




---



##### 



(5) Goodwill and Other Intangible Assets
  2010
    
    2009Gross
    
    
    
    
    
    GrossCarrying
    
    Accumulated
    
    Carrying
    
    Accumulated(in thousands)
    
    Amount
    
    Amortization
    
    Amount
    
    AmortizationGoodwill
    
    $
    92,532
    
    
    $
    
    
    
    $
    90,029
    
    
    $
    Amortizable intangible assets:Tradenames
    
    $
    18,962
    
    
    $
    (3,086
    )
    
    $
    18,962
    
    
    $
    (2,275
    )Customer-related
    
    
    332
    
    
    
    (332
    )
    
    
    332
    
    
    
    (332
    )Patents
    
    
    3,152
    
    
    
    (755
    )
    
    
    3,152
    
    
    
    (569
    )Non-competition agreements
    
    
    464
    
    
    
    (423
    )
    
    
    439
    
    
    
    (387
    )Other
    
    
    2,754
    
    
    
    (1,419
    )
    
    
    2,590
    
    
    
    (910
    )Total amortizable intangible assets
    
    $
    25,664
    
    
    $
    (6,015
    )
    
    $
    25,475
    
    
    $
    (4,473
    )
  (in thousands)2011
    
    $
    1,5612012
    
    
    1,2322013
    
    
    1,0722014
    
    
    1,0702015
    
    
    1,070
   WaterEnergy
    
    Infrastructure
    
    TotalBalance, February 1, 2008
    
    $
    950
    
    
    $
    84,756
    
    
    $
    85,706Additions
    
    
    
    
    
    
    4,323
    
    
    
    4,323Balance, January 31, 2009
    
    
    950
    
    
    
    89,079
    
    
    
    90,029Additions
    
    
    
    
    
    
    2,503
    
    
    
    2,503Balance, January 31, 2010
    
    $
    950
    
    
    $
    91,582
    
    
    $
    92,532
 (6) Litigation Settlement Gains
   (7) Other Income
  (in thousands)
    
    2010
    
    2009
    
    2008Gain from disposal of
property and equipment
    
    $
    147
    
    
    $
    30
    
    
    $
    671Interest income
    
    
    458
    
    
    
    1,065
    
    
    
    953Exchange gain (loss)
    
    
    (802
    )
    
    
    91
    
    
    
    (430
    )Miscellaneous, net
    
    
    396
    
    
    
    (145
    )
    
    
    35Total
    
    $
    199
    
    
    $
    1,041
    
    
    $
    1,229
 (8) Costs and Estimated Earnings on
Uncompleted Contracts
 (in thousands)
    
    2010
    
    2009Costs incurred on uncompleted contracts
    
    $
    1,008,409
    
    
    $
    811,011Estimated earnings
    
    
    207,005
    
    
    
    175,3081,215,414
    
    
    
    986,319Less: Billings to date
    
    
    1,169,346
    
    
    
    956,937Total
    
    $
    46,068
    
    
    $
    29,382Included in accompanying balance sheets
under the following captions:Costs and estimated earnings in excess
of billings on uncompleted contracts
    
    $
    83,712
    
    
    $
    63,638Billings in excess of costs and estimated
earnings on uncompleted contracts
    
    
    (37,644
    )
    
    
    (34,256
    )Total
    
    $
    46,068
    
    
    $
    29,382
 47




---



##### 



(9) Income Taxes
  (in thousands)
    
    2010
    
    2009
    
    2008Domestic
    
    $
    1,651
    
    
    $
    25,962
    
    
    $
    46,649Foreign
    
    
    4,807
    
    
    
    21,476
    
    
    
    20,640Total
    
    $
    6,458
    
    
    $
    47,438
    
    
    $
    67,289
  (in thousands)
    
    2010
    
    2009
    
    2008Currently due:U.S. federal
    
    $
    10,226
    
    
    $
    7,696
    
    
    $
    17,226State and local
    
    
    3,044
    
    
    
    1,820
    
    
    
    3,125Foreign
    
    
    5,895
    
    
    
    8,433
    
    
    
    7,09919,165
    
    
    
    17,949
    
    
    
    27,450Deferred:U.S. federal
    
    
    (11,933
    )
    
    
    1,355
    
    
    
    1,632State and local
    
    
    (2,459
    )
    
    
    1,085
    
    
    
    288Foreign
    
    
    320
    
    
    
    877
    
    
    
    808(14,072
    )
    
    
    3,317
    
    
    
    2,728Total
    
    $
    5,093
    
    
    $
    21,266
    
    
    $
    30,178
  (in thousands)
    
    2010
    
    2009Assets
    
    Liabilities
    
    Total
    
    Assets
    
    Liabilities
    
    TotalContract income
    
    $
    1,371
    
    
    $
    
    
    
    $
    1,371
    
    
    $
    659
    
    
    $
    
    
    
    $
    659Inventories
    
    
    2,177
    
    
    
    (228
    )
    
    
    1,949
    
    
    
    1,912
    
    
    
    (339
    )
    
    
    1,573Accrued insurance
    
    
    4,770
    
    
    
    
    
    
    
    4,770
    
    
    
    4,395
    
    
    
    
    
    
    
    4,395Other accrued liabilities
    
    
    1,884
    
    
    
    
    
    
    
    1,884
    
    
    
    1,720
    
    
    
    
    
    
    
    1,720Prepaid expenses
    
    
    
    
    
    
    (674
    )
    
    
    (674
    )
    
    
    
    
    
    
    (718
    )
    
    
    (718
    )Bad debts
    
    
    2,895
    
    
    
    
    
    
    
    2,895
    
    
    
    3,028
    
    
    
    
    
    
    
    3,028Employee compensation
    
    
    5,619
    
    
    
    
    
    
    
    5,619
    
    
    
    5,010
    
    
    
    
    
    
    
    5,010Other
    
    
    771
    
    
    
    (261
    )
    
    
    510
    
    
    
    916
    
    
    
    (22
    )
    
    
    894Total current
    
    
    19,487
    
    
    
    (1,163
    )
    
    
    18,324
    
    
    
    17,640
    
    
    
    (1,079
    )
    
    
    16,561Cumulative translation adjustment
    
    
    4,184
    
    
    
    
    
    
    
    4,184
    
    
    
    5,508
    
    
    
    
    
    
    
    5,508Buildings, machinery and equipment
    
    
    754
    
    
    
    (20,262
    )
    
    
    (19,508
    )
    
    
    336
    
    
    
    (19,035
    )
    
    
    (18,699
    )Gas transportation facilities and equipment
    
    
    
    
    
    
    (7,765
    )
    
    
    (7,765
    )
    
    
    
    
    
    
    (6,471
    )
    
    
    (6,471
    )Mineral interests and oil and gas properties
    
    
    1,464
    
    
    
    
    
    
    
    1,464
    
    
    
    
    
    
    
    (9,024
    )
    
    
    (9,024
    )Intangible assets
    
    
    659
    
    
    
    (5,237
    )
    
    
    (4,578
    )
    
    
    731
    
    
    
    (5,478
    )
    
    
    (4,747
    )Tax deductible goodwill
    
    
    358
    
    
    
    
    
    
    
    358
    
    
    
    1,069
    
    
    
    
    
    
    
    1,069Accrued insurance
    
    
    2,794
    
    
    
    
    
    
    
    2,794
    
    
    
    4,051
    
    
    
    
    
    
    
    4,051Retirement benefits
    
    
    1,131
    
    
    
    
    
    
    
    1,131
    
    
    
    936
    
    
    
    (337
    )
    
    
    599Share-based compensation
    
    
    3,873
    
    
    
    
    
    
    
    3,873
    
    
    
    2,169
    
    
    
    
    
    
    
    2,169Unremitted foreign earnings
    
    
    
    
    
    
    (2,169
    )
    
    
    (2,169
    )
    
    
    
    
    
    
    (4,878
    )
    
    
    (4,878
    )Other
    
    
    2,947
    
    
    
    (492
    )
    
    
    2,455
    
    
    
    1,547
    
    
    
    (187
    )
    
    
    1,360Total noncurrent
    
    
    18,164
    
    
    
    (35,925
    )
    
    
    (17,761
    )
    
    
    16,347
    
    
    
    (45,410
    )
    
    
    (29,063
    )Total
    
    $
    37,651
    
    
    $
    (37,088
    )
    
    $
    563
    
    
    $
    33,987
    
    
    $
    (46,489
    )
    
    $
    (12,502
    )
    48




---



##### 



2010
    
    2009
    
    2008Effective
    
    
    
    
    
    Effective
    
    
    
    
    
    Effective(in thousands)
    
    Amount
    
    Rate
    
    Amount
    
    Rate
    
    Amount
    
    RateIncome tax at statutory rate
    
    $
    2,260
    
    
    
    35.0
    %
    
    $
    16,603
    
    
    
    35.0
    %
    
    $
    23,551
    
    
    
    35.0
    %State income tax, net
    
    
    380
    
    
    
    5.9
    
    
    
    1,888
    
    
    
    4.0
    
    
    
    2,219
    
    
    
    3.3Difference in tax expense resulting from:Nondeductible expenses
    
    
    793
    
    
    
    12.3
    
    
    
    972
    
    
    
    2.0
    
    
    
    1,041
    
    
    
    1.5Taxes on foreign affiliates
    
    
    (1,565
    )
    
    
    (24.2
    )
    
    
    (2,873
    )
    
    
    (6.1
    )
    
    
    (1,370
    )
    
    
    (2.0
    )Taxes on foreign operations
    
    
    4,642
    
    
    
    71.9
    
    
    
    4,357
    
    
    
    9.2
    
    
    
    5,033
    
    
    
    7.5Cash surrender value of life insurance
    
    
    (362
    )
    
    
    (5.6
    )
    
    
    673
    
    
    
    1.4
    
    
    
    (22
    )
    
    
    Qualified production activity deduction
    
    
    (495
    )
    
    
    (7.7
    )
    
    
    (525
    )
    
    
    (1.1
    )
    
    
    (595
    )
    
    
    (0.9
    )Other
    
    
    (560
    )
    
    
    (8.7
    )
    
    
    171
    
    
    
    0.4
    
    
    
    321
    
    
    
    0.4Total
    
    $
    5,093
    
    
    
    78.9
    %
    
    $
    21,266
    
    
    
    44.8
    %
    
    $
    30,178
    
    
    
    44.8
    %
    (in thousands)
    
    2010
    
    2009
    
    2008Balance, beginning of year
    
    $
    7,612
    
    
    $
    6,642
    
    
    $
    6,152Additions based on tax positions
related to current year
    
    
    1,583
    
    
    
    3,033
    
    
    
    3,248Additions for tax positions of prior years
    
    
    790
    
    
    
    353
    
    
    
    772Impact of changes in exchange rate
    
    
    626
    
    
    
    (582
    )
    
    
    79Settlements with tax authorities
    
    
    (271
    )
    
    
    27
    
    
    
    (162
    )Reductions for tax positions of prior years
    
    
    (307
    )
    
    
    (1,031
    )
    
    
    (2,995
    )Reductions due to the lapse of statutes of
limitation
    
    
    (721
    )
    
    
    (830
    )
    
    
    (452
    )Balance, end of year
    
    $
    9,312
    
    
    $
    7,612
    
    
    $
    6,642
     (10) Operating Leases and Other Obligations
  (in thousands)2011
    
    $
    11,9602012
    
    
    7,7702013
    
    
    5,8822014
    
    
    3,7712015
    
    
    1,031Thereafter
    
    
    
   49




---



##### 



(11) Employee Benefit Plans
     (in thousands)
    
    2010
    
    2009Change in benefit obligation:Benefit obligation at beginning of year
    
    $
    7,194
    
    
    $
    7,326Service cost
    
    
    
    
    
    
    Interest cost
    
    
    475
    
    
    
    513Actuarial gain (loss)
    
    
    3,175
    
    
    
    (195
    )Benefits paid
    
    
    (490
    )
    
    
    (450
    )Plan settlement
    
    
    (10,354
    )
    
    
    Benefit obligation at end of year
    
    
    
    
    
    
    7,194Change in plan assets:Fair value of plan assets at beginning of year
    
    
    8,106
    
    
    
    9,109Actual return on plan assets
    
    
    (61
    )
    
    
    (553
    )Employer contributions
    
    
    2,799
    
    
    
    Benefits paid
    
    
    (490
    )
    
    
    (450
    )Plan settlement
    
    
    (10,354
    )
    
    
    Fair value of plan assets at end of year
    
    
    
    
    
    
    8,106Funded status recognized as other
non-current assets
    
    $
    
    
    
    $
    912
  (in thousands)
    
    2010
    
    2009
    
    2008Service cost and expenses
    
    $
    86
    
    
    $
    105
    
    
    $
    96Interest cost
    
    
    475
    
    
    
    513
    
    
    
    450Expected return on assets
    
    
    (268
    )
    
    
    (592
    )
    
    
    (536
    )Net amortization
    
    
    104
    
    
    
    149
    
    
    
    215Settlement loss
    
    
    4,980
    
    
    
    
    
    
    
    Net periodic pension cost
    
    $
    5,377
    
    
    $
    175
    
    
    $
    225
   2010
    
    2009
    
    2008Discount rate
    
    
    6.92
    %
    
    
    6.92
    %
    
    
    6.49
    %Expected long-term return on
plan assets
    
    
    3.5
    %
    
    
    7.0
    %
    
    
    7.0
    %Rate of compensation increase
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/AHealth care cost trend on covered
charges
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/AMarket-related value of assets
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/AExpected return on assets
    
    Smoothed value
    
    Smoothed value
    
    Smoothed value
  50




---



##### 



As ofJanuary 31,2009Equity securities
    
    
    
    %Debt securities
    
    
    13Cash and cash equivalents
    
    
    87Total
    
    
    100
    %
  Normal
    
    PolicyWeighting
    
    RangeEquity securities
    
    
    60
    %
    
    
    40-70
    %Debt securities
    
    
    35
    
    
    
    20-60Cash and cash equivalents
    
    
    5
    
    
    
    0-15
    
    
    Equity Securities Allowable equity securities include common stocks listed on
any U.S. stock exchange or over-the-counter common stocks, preferred and convertible
securities. The equity holdings of any single issuer should aggregate to no more than 10% of
the total market value of the plan.
    
    International Securities Allowable international securities include common
stocks, preferred stocks, warrants, convertible securities, as well as government and
corporate debt securities.
    
    Mutual Funds Mutual funds may be utilized for investments in fixed income,
equity and international securities
to enhance diversification and performance.
    
    Fixed Income Securities Allowable fixed income securities include U.S. Treasury
securities, U.S. Agency securities and corporate bonds. All fixed income securities shall be
rated A or better at the time of purchase. No fixed income security shall continue to be
held if its rating falls below BBB. The securities of any single issuer, with the exception
of U.S. Treasuries and Agencies, should aggregate to no more than 10% of the total market value of the Plan.
The fixed income segment of the portfolio will generally have an intermediate average maturity
(five to 10 years)
and a maximum permitted maturity for an individual issue
of 15 years.
   (in thousands)
    
    2010
    
    2009
    
    2008Service cost
    
    $
    291
    
    
    $
    269
    
    
    $
    176Interest cost
    
    
    176
    
    
    
    142
    
    
    
    103Net periodic pension cost
    
    $
    467
    
    
    $
    411
    
    
    $
    279
    (12) Indebtedness
  51




---



##### 



Actual
    
    Required
    
    Actual
    
    Required(in thousands, except ratio data)
    
    2010
    
    2010
    
    2009
    
    2009Minimum fixed charge
coverage ratio
    
    
    2.23
    
    
    
    1.50
    
    
    
    4.22
    
    
    
    1.50Maximum leverage ratio
    
    
    0.42
    
    
    
    3.00
    
    
    
    0.44
    
    
    
    3.00Minimum tangible net worth
    
    $
    346,215
    
    
    $
    296,266
    
    
    $
    340,280
    
    
    $
    291,237
    (in thousands)
    
    2010
    
    2009Long-term debt:Credit Agreement
    
    $
    
    
    
    $
    Senior Notes
    
    
    26,667
    
    
    
    46,667Total debt
    
    
    26,667
    
    
    
    46,667Less current maturities
    
    
    (20,000
    )
    
    
    (20,000
    )Total long-term debt
    
    $
    6,667
    
    
    $
    26,667
  (in thousands)2011
    
    $
    20,0002012
    
    
    6,667Thereafter
    
    
    
 (13) Derivatives
   52




---



##### 



(14) Fair Value Measurements
      Carrying
    
    
    Fair Value MeasurementsValue
    
    
    Level 1
    
    
    Level 2
    
    
    Level 3January 31, 2010Financial Assets:Restricted deposits held at fair value
    
    $
    4,566
    
    
    $
    4,566
    
    
    $
    
    
    
    $
    Financial Liabilities:Foreign currency contracts
    
    $
    (102
    )
    
    $
    
    
    
    $
    (102
    )
    
    $
    January 31, 2009Financial Assets:Restricted deposits held at fair value
    
    $
    1,929
    
    
    $
    1,929
    
    
    $
    
    
    
    $
    Financial Liabilities:Foreign currency contracts
    
    $
    (158
    )
    
    $
    
    
    
    $
    (158
    )
    
    $
    
 (15) Stock and Stock Option Plans
    53




---



##### 



Weighted
    
    AggregateAverage
    
    IntrinsicNumber of
    
    Grant Date
    
    Value (inShares
    
    Fair Value
    
    thousands)Nonvested stock at
January 31, 2007
    
    
    1,000
    
    
    $
    29.70Granted
    
    
    73,863
    
    
    
    42.76Vested
    
    
    (1,000
    )
    
    
    29.70Nonvested stock at
January 31, 2008
    
    
    73,863
    
    
    $
    42.76Granted
    
    
    38,584
    
    
    
    37.39Vested
    
    
    (22,638
    )
    
    
    42.76Nonvested stock at
January 31, 2009
    
    
    89,809
    
    
    $
    40.48Granted
    
    
    12,771
    
    
    
    17.79Vested
    
    
    (23,244
    )
    
    
    42.51Nonvested stock at
January 31, 2010
    
    
    79,336
    
    
    $
    36.23
    
    
    $
    2,010
  RemainingContractualGrant
    
    Options
    
    Options
    
    Exercise
    
    TermDate
    
    Outstanding
    
    Exercisable
    
    Price
    
    (Months)4/00
    
    
    13,794
    
    
    
    13,794
    
    
    
    3.495
    
    
    
    36/04
    
    
    20,000
    
    
    
    20,000
    
    
    
    16.600
    
    
    
    536/04
    
    
    71,526
    
    
    
    71,526
    
    
    
    16.650
    
    
    
    536/05
    
    
    10,000
    
    
    
    10,000
    
    
    
    17.540
    
    
    
    659/05
    
    
    140,332
    
    
    
    140,332
    
    
    
    23.050
    
    
    
    681/06
    
    
    191,481
    
    
    
    191,481
    
    
    
    27.870
    
    
    
    726/06
    
    
    10,000
    
    
    
    10,000
    
    
    
    29.290
    
    
    
    776/06
    
    
    70,000
    
    
    
    52,500
    
    
    
    29.290
    
    
    
    776/07
    
    
    65,625
    
    
    
    30,625
    
    
    
    42.260
    
    
    
    897/07
    
    
    33,000
    
    
    
    16,500
    
    
    
    42.760
    
    
    
    909/07
    
    
    3,000
    
    
    
    1,500
    
    
    
    55.480
    
    
    
    922/08
    
    
    74,524
    
    
    
    24,835
    
    
    
    35.710
    
    
    
    961/09
    
    
    6,000
    
    
    
    6,000
    
    
    
    24.010
    
    
    
    1072/09
    
    
    201,311
    
    
    
    
    
    
    
    15.780
    
    
    
    1082/09
    
    
    4,580
    
    
    
    4,580
    
    
    
    15.780
    
    
    
    1086/09
    
    
    108,582
    
    
    
    
    
    
    
    21.990
    
    
    
    1126/09
    
    
    2,472
    
    
    
    2,472
    
    
    
    21.990
    
    
    
    1121,026,227
    
    
    
    596,145
   WeightedWeighted
    
    Average
    
    AggregateAverage
    
    Remaining
    
    IntrinsicNumber of
    
    Exercise
    
    Contractual Term
    
    Value (inShares
    
    Price
    
    (years)
    
    thousands)Stock Option Activity Summary:Outstanding atJanuary 31, 2007
    
    
    963,529
    
    
    $
    20.028Exercisable atJanuary 31, 2007
    
    
    413,356
    
    
    $
    15.202Granted
    
    
    106,000
    
    
    
    42.790Exercised
    
    
    (215,106
    )
    
    
    13.632
    
    
    
    
    
    
    $
    6,890Canceled
    
    
    
    
    
    
    Forfeited
    
    
    (3,750
    )
    
    
    16.650
    
    
    
    
    
    
    
    151Expired
    
    
    (723
    )
    
    
    11.400
    
    
    
    
    
    
    
    19Outstanding atJanuary 31, 2008
    
    
    849,950
    
    
    $
    24.541Exercisable atJanuary 31, 2008
    
    
    392,585
    
    
    $
    19.944Granted
    
    
    80,524
    
    
    
    34.838Exercised
    
    
    (189,033
    )
    
    
    17.578
    
    
    
    
    
    
    
    6,385Canceled
    
    
    
    
    
    
    Forfeited
    
    
    
    
    
    
    Expired
    
    
    
    
    
    
    Outstanding atJanuary 31, 2009
    
    
    741,441
    
    
    $
    27.435Exercisable atJanuary 31, 2009
    
    
    437,358
    
    
    $
    23.659Granted
    
    
    316,945
    
    
    
    17.956Exercised
    
    
    (32,159
    )
    
    
    16.293
    
    
    
    
    
    
    
    384Canceled
    
    
    
    
    
    
    Forfeited
    
    
    
    
    
    
    Expired
    
    
    
    
    
    
    Outstanding atJanuary 31, 2010
    
    
    1,026,227
    
    
    $
    24.856
    
    
    
    7.02
    
    
    $
    3,840Exercisable atJanuary 31, 2010
    
    
    596,145
    
    
    $
    25.814
    
    
    
    5.82
    
    
    $
    1,554
 54




---



##### 



(16) Contingencies
    (17) Segments and Foreign Operations
  Water Infrastructure
  Mineral Exploration Division
  Energy Division
  Other
  55




---



##### 



(in thousands)As of and for the Year Ended January 31,
    
    2010
    
    2009
    
    2008RevenuesWater infrastructure
    
    $
    698,506
    
    
    $
    766,957
    
    
    $
    639,584Mineral exploration
    
    
    118,188
    
    
    
    188,918
    
    
    
    178,482Energy
    
    
    45,940
    
    
    
    46,352
    
    
    
    39,749Other
    
    
    3,783
    
    
    
    5,836
    
    
    
    10,459Total revenues
    
    $
    866,417
    
    
    $
    1,008,063
    
    
    $
    868,274Equity in earnings of affiliatesMineral exploration
    
    $
    8,198
    
    
    $
    14,089
    
    
    $
    8,076Income (loss) before income taxesWater infrastructure
    
    $
    33,017
    
    
    $
    48,399
    
    
    $
    42,995Mineral exploration
    
    
    11,149
    
    
    
    39,260
    
    
    
    37,452Energy
    
    
    (6,393
    )
    
    
    (12,401
    )
    
    
    13,075Other
    
    
    308
    
    
    
    1,280
    
    
    
    3,696Unallocated corporate expenses
    
    
    (28,889
    )
    
    
    (25,486
    )
    
    
    (21,199
    )Interest
    
    
    (2,734
    )
    
    
    (3,614
    )
    
    
    (8,730
    )Total income before income taxes
    
    $
    6,458
    
    
    $
    47,438
    
    
    $
    67,289Investment in affiliatesMineral exploration
    
    $
    44,073
    
    
    $
    40,973
    
    
    $
    29,835Total assetsWater infrastructure
    
    $
    438,481
    
    
    $
    422,383
    
    
    $
    388,491Mineral exploration
    
    
    130,332
    
    
    
    125,588
    
    
    
    110,064Energy
    
    
    64,822
    
    
    
    100,309
    
    
    
    112,363Other
    
    
    2,043
    
    
    
    2,482
    
    
    
    2,449Corporate
    
    
    95,277
    
    
    
    68,595
    
    
    
    83,588Total assets
    
    $
    730,955
    
    
    $
    719,357
    
    
    $
    696,955Capital expendituresWater infrastructure
    
    $
    27,162
    
    
    $
    27,924
    
    
    $
    22,029Mineral exploration
    
    
    10,433
    
    
    
    20,944
    
    
    
    18,451Energy
    
    
    4,551
    
    
    
    30,891
    
    
    
    30,345Other
    
    
    134
    
    
    
    237
    
    
    
    1,037Corporate
    
    
    2,545
    
    
    
    1,027
    
    
    
    1,508Total capital expenditures
    
    $
    44,825
    
    
    $
    81,023
    
    
    $
    73,370Depreciation, depletion and amortizationWater infrastructure
    
    $
    25,303
    
    
    $
    23,741
    
    
    $
    21,978Mineral exploration
    
    
    13,602
    
    
    
    13,362
    
    
    
    10,523Energy
    
    
    17,176
    
    
    
    14,644
    
    
    
    10,704Other
    
    
    311
    
    
    
    935
    
    
    
    237Corporate
    
    
    1,287
    
    
    
    158
    
    
    
    178Total depreciation, depletion and
amortization
    
    $
    57,679
    
    
    $
    52,840
    
    
    $
    43,620
 56




---



##### 



(in thousands)Fiscal Years Ended January 31,
    
    2010
    
    2009
    
    2008Geographic information:RevenuesUnited States
    
    $
    762,442
    
    
    $
    841,542
    
    
    $
    712,098Australia/Africa
    
    
    49,173
    
    
    
    88,967
    
    
    
    89,739Mexico
    
    
    25,236
    
    
    
    37,775
    
    
    
    42,242Other foreign
    
    
    29,566
    
    
    
    39,779
    
    
    
    24,195Total revenues
    
    $
    866,417
    
    
    $
    1,008,063
    
    
    $
    868,274Property and equipment, netUnited States
    
    $
    194,911
    
    
    $
    213,408
    
    
    $
    218,047Australia/Africa
    
    
    22,319
    
    
    
    18,663
    
    
    
    19,530Mexico
    
    
    7,004
    
    
    
    9,379
    
    
    
    8,555Other foreign
    
    
    8,538
    
    
    
    5,295
    
    
    
    1,235Total property and equipment, net
    
    $
    232,772
    
    
    $
    246,745
    
    
    $
    247,367
 (18) New Accounting Pronouncements
     57




---



##### 



(19) Quarterly Results (Unaudited)
  (in thousands, except per share data)2010
    
    First
    
    Second
    
    Third
    
    FourthRevenues
    
    $
    204,192
    
    
    $
    217,227
    
    
    $
    217,800
    
    
    $
    227,198Net income (loss) attributable to
Layne Christensen Company
    
    
    996
    
    
    
    (8,640
    )
    
    
    6,621
    
    
    
    2,388Basic net income (loss) per share
    
    
    0.05
    
    
    
    (0.45
    )
    
    
    0.34
    
    
    
    0.12Diluted net income (loss) per share
    
    
    0.05
    
    
    
    (0.45
    )
    
    
    0.34
    
    
    
    0.12
 2009
    
    First
    
    Second
    
    Third
    
    FourthRevenues
    
    $
    244,544
    
    
    $
    269,638
    
    
    $
    264,483
    
    
    $
    229,398Net income (loss) attributable to
Layne Christensen Company
    
    
    10,562
    
    
    
    15,096
    
    
    
    12,227
    
    
    
    (11,351
    )Basic net income (loss) per share
    
    
    0.55
    
    
    
    0.79
    
    
    
    0.64
    
    
    
    (0.59
    )Diluted net income (loss) per share
    
    
    0.55
    
    
    
    0.78
    
    
    
    0.63
    
    
    
    (0.59
    )
  
 Supplemental Information on Oil and Gas
Producing Activities (Unaudited)
  Capitalized Costs Related to Oil and Gas Producing
Activities
  (in thousands)
    
    2010
    
    2009
    
    2008Oil and gas properties
    
    $
    95,252
    
    
    $
    92,497
    
    
    $
    76,844Mineral interest in oil
and gas properties
    
    
    21,939
    
    
    
    21,248
    
    
    
    18,165117,191
    
    
    
    113,745
    
    
    
    95,009Accumulated depletion
    
    
    (90,492
    )
    
    
    (54,859
    )
    
    
    (16,353
    )Net capitalized costs
    
    $
    26,699
    
    
    $
    58,886
    
    
    $
    78,656
    (in thousands)
    
    2010
    
    2009
    
    2008Gas transportation facilities
and equipment
    
    $
    40,748
    
    
    $
    39,825
    
    
    $
    30,266Accumulated depreciation
    
    
    (9,535
    )
    
    
    (6,831
    )
    
    
    (4,355
    )Total
    
    $
    31,213
    
    
    $
    32,994
    
    
    $
    25,911
  Cost Incurred in Oil and Gas Producing Activities
  (in thousands)
    
    2010
    
    2009
    
    2008AcquisitionProved
    
    $
    691
    
    
    $
    2,061
    
    
    $
    5,647Unproved
    
    
    
    
    
    
    
    
    
    
    Exploration
    
    
    
    
    
    
    5
    
    
    
    1,501Development
    
    
    2,649
    
    
    
    20,802
    
    
    
    16,718Provision for future asset
retirment costs
    
    
    106
    
    
    
    185
    
    
    
    170Total
    
    $
    3,446
    
    
    $
    23,053
    
    
    $
    24,036
  58




---



##### 



Results of Operations for Oil and Gas Producing Activities
  (in thousands)
    
    2010
    
    2009
    
    2008Revenues
    
    $
    44,626
    
    
    $
    43,712
    
    
    $
    38,222Production taxes
    
    
    (334
    )
    
    
    (1,034
    )
    
    
    (872
    )Lease operating expenses
    
    
    (9,493
    )
    
    
    (11,747
    )
    
    
    (12,189
    )Depletion
    
    
    (13,992
    )
    
    
    (11,816
    )
    
    
    (8,504
    )Depreciation and amortization
    
    
    (3,184
    )
    
    
    (2,828
    )
    
    
    (2,225
    )Administrative expenses
    
    
    (2,688
    )
    
    
    (2,131
    )
    
    
    (2,670
    )Impairment of oil and gas properties
    
    
    (21,642
    )
    
    
    (28,704
    )
    
    
    Income tax (expense) benefit
    
    
    2,666
    
    
    
    5,783
    
    
    
    (4,675
    )Results of operations from producing
activities (excluding corporate
overhead and interest costs)
    
    $
    (4,041
    )
    
    $
    (8,765
    )
    
    $
    7,087
 (per Mcf)
    
    2010
    
    2009
    
    2008Revenues
    
    $
    9.66
    
    
    $
    8.52
    
    
    $
    8.08Production taxes
    
    
    (0.07
    )
    
    
    (0.20
    )
    
    
    (0.18
    )Lease operating expenses
    
    
    (2.06
    )
    
    
    (2.29
    )
    
    
    (2.58
    )Depletion
    
    
    (3.03
    )
    
    
    (2.30
    )
    
    
    (1.80
    )Depreciation and amortization
    
    
    (0.69
    )
    
    
    (0.55
    )
    
    
    (0.47
    )Administrative expenses
    
    
    (0.58
    )
    
    
    (0.42
    )
    
    
    (0.56
    )Impairment of oil and gas properties
    
    
    (4.69
    )
    
    
    (5.59
    )
    
    
    Income tax (expense) benefit
    
    
    0.58
    
    
    
    1.12
    
    
    
    (0.99
    )Results of operations from producing
activities (excluding corporate
overhead and interest costs)
    
    $
    (0.88
    )
    
    $
    (1.71
    )
    
    $
    1.50
 Proved Oil and Gas Reserve Quantities
    Proved Developed and Undeveloped Reserves(MMcf)
    
    2010
    
    2009Balance, beginning of year
    
    
    16,563
    
    
    
    50,052Purchases of reserves in place
    
    
    
    
    
    
    Revisions of previous estimates
    
    
    2,618
    
    
    
    (33,238
    )Extensions, discoveries and other additions
    
    
    1,981
    
    
    
    4,881Production
    
    
    (4,618
    )
    
    
    (5,132
    )Balance, end of year
    
    
    16,544
    
    
    
    16,563Proved Developed Reserves:Beginning of year
    
    
    16,289
    
    
    
    22,794End of year
    
    
    16,544
    
    
    
    16,289Proved Undeveloped Reserves:Beginning of year
    
    
    274
    
    
    
    27,258End of year
    
    
    
    
    
    
    274
  59




---



##### 



Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserve Quantities
   (in thousands)
    
    2010
    
    2009Future cash inflows
    
    $
    57,600
    
    
    $
    82,261Future production costs
    
    
    (31,218
    )
    
    
    (33,514
    )Future development costs
    
    
    
    
    
    
    (467
    )Future income taxes
    
    
    1,840
    
    
    
    (2,196
    )Future net cash flows
    
    
    28,222
    
    
    
    46,08410% annual discount for estimating timing
of cash flows
    
    
    (4,577
    )
    
    
    (5,908
    )Standardized measure of discounted
future net cash flows
    
    $
    23,645
    
    
    $
    40,176
  (in thousands)
    
    2010
    
    2009Balance, beginning of year
    
    $
    40,176
    
    
    $
    86,484Sales of gas produced, net of production costs
    
    
    (4,481
    )
    
    
    (22,214
    )Net changes in prices, net of future production costs
    
    
    (20,412
    )
    
    
    (65,507
    )Net changes in estimated future development costs
    
    
    (2,182
    )
    
    
    20,565Extensions and discoveries, less related costs
    
    
    6,602
    
    
    
    12,799Purchases of reserves in place
    
    
    
    
    
    
    Net change due to revisions in quantity estimates
    
    
    3,540
    
    
    
    (17,183
    )Accretion of discount
    
    
    2,624
    
    
    
    11,319Net changes in timing and other
    
    
    (9,397
    )
    
    
    (33,398
    )Net change in income taxes
    
    
    4,526
    
    
    
    30,761Previously estimated development costs incurred
    
    
    2,649
    
    
    
    16,550Aggregate change in standardized measure of
discounted future net cash flows for the year
    
    
    (16,531
    )
    
    
    (46,308
    )Balance, end of year
    
    $
    23,645
    
    
    $
    40,176
 60




---



##### 



Schedule II: Valuation and Qualifying Accounts
 AdditionsBalance at
    
    Charges to
    
    Charges to
    
    
    
    
    
    BalanceBeginning
    
    Costs and
    
    Other
    
    
    
    
    
    at End(in thousands)
    
    of Period
    
    Expenses
    
    Accounts
    
    Deductions
    
    of PeriodAllowance for customer receivables:Fiscal year ended January 31, 2008
    
    $
    7,020
    
    
    $
    1,205
    
    
    $
    336
    
    
    $
    (990
    )
    
    $
    7,571Fiscal year ended January 31, 2009
    
    
    7,571
    
    
    
    2,082
    
    
    
    608
    
    
    
    (2,383
    )
    
    
    7,878Fiscal year ended January 31, 2010
    
    
    7,878
    
    
    
    1,422
    
    
    
    924
    
    
    
    (2,799
    )
    
    
    7,425
 61




---



##### 



Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
  Item 9A. Controls and Procedures
 Disclosure Controls and Procedures.
 Managements Report on Internal Control over Financial
Reporting.
   Changes in Internal Control over Financial Reporting.
 62




---



##### 



Report of Independent Registered Public Accounting Firm
 
 Internal
Control  Integrated Framework
    Internal
Control  Integrated Framework
  /s/ Deloitte & Touche LLP
 
 63




---



##### 



PART III
 Item 10. Directors and Executive Officers of the Registrant
  Item 11. Executive Compensation
  Item 12. Security Ownership of Certain Beneficial Owners and Management
  Item 13. Certain Relationships and Related Transactions
  Item 14. Principal Accounting Fees and Services
  64




---



##### 



PART IV
 Item 15. Exhibits and Financial Statement Schedules
 (a)
    
    Financial Statements, Financial Statement Schedules and Exhibits:
 1.
    
    Financial Statements:
  2.
    
    Financial Statement Schedules:
  3.
    
    Exhibits:
  ExhibitNumber
    
    Description3(1)
    
    Corrected Certificate of Restated Certificate of Incorporation of the Registrant (filed
as Exhibit 3(1) with the Registrants Registration Statement on Form S-1 which was filed on
September 20, 2007 (File No.333-146184), and incorporated herein by this reference)3(2)
    
    Amended and Restated Bylaws of the Registrant (as adopted October 9, 2008) (filed as Exhibit
3.2 to the Registrants Form 8-K filed October 14, 2008, and incorporated herein by this
reference)4(1)
    
    Certificate of Designations of Series A Junior Participating Preferred Stock of Layne
Christensen Company (filed with the Registrants Annual Report on Form 10-K for the fiscal
year ended January 31, 2007 as Exhibit 4(2) and incorporated herein by this reference)4(2)
    
    Rights Agreement, dated as of October 14, 2008, between the Registrant and National City Bank
as Rights Agent, which includes as Exhibit C, the Summary of Rights to Purchase Preferred
Shares (filed as Exhibit 4.1 to the Registrants Form 8-K filed October 14, 2008, and
incorporated herein by this reference)4(3)
    
    Specimen Common Stock Certificate (filed with Amendment No. 3 to the Registrants
Registration Statement on Form S-1 (File No. 33-48432) as Exhibit 4(1) and incorporated herein
by reference)4(4)
    
    Amended and Restated Loan Agreement, dated as of September 28, 2005, by and among Layne
Christensen Company, LaSalle Bank National Association, as Administrative Agent and as Lender,
and the other Lenders listed therein (filed as Exhibit 4.1 to the Companys Form 8-K, dated
September 28, 2005, and incorporated herein by this reference)4(5)
    
    Amendment No. 1 to Amended and Restated Loan Agreement, dated June 16, 2006, by and among
Layne Christensen Company and LaSalle Bank National Association (LaSalle) as Administrative
Agent, and LaSalle and the other Lenders a party thereto (filed as Exhibit 10(1) to the
Companys Form 10-Q for the quarter ended July 31, 2006, and incorporated herein by this
reference)4(6)
    
    Amendment No. 2 to the Amended and Restated Loan Agreement, dated as of November 20, 2006, by
and among Layne Christensen Company and LaSalle, as Administrative Agent, and LaSalle and the
other Lenders a party thereto (filed as Exhibit 4(1) to the Companys Form 8-K, dated November
20, 2006, and incorporated herein by this reference)4(7)
    
    Amendment No. 3 to Amended and Restated Loan Agreement, dated October 15, 2007, by and among
the Company, LaSalle Bank National Association, as Administrative Agent and Lender, and the
other Lenders listed therein (filed as Exhibit 10(1) to the Companys Form 10-Q for the
quarter ended October 31, 2007, and incorporated herein by this reference)4(8)
    
    Amendment No. 4 to Amended and Restated Loan Agreement, dated March 31, 2009, by and among
Layne Christensen Company, and Bank of America, N.A. (as successor to LaSalle Bank National
Association) (Bank of America), as Administrative Agent, and Bank of America and the other
lenders a party hereto comprising the Required Lenders (incorporated by reference to Exhibit
10(1) to the Companys Current Report on Form 8-K filed April 2, 2009)4(9)
    
    Master Shelf Agreement, dated as of July 31, 2003, by and among Layne Christensen Company,
Prudential Investment Management, Inc., The Prudential Insurance Company of America, Pruco
Life Insurance Company, Security Life of Denver Insurance Company and such other Purchasers of
the Notes as may be named in the Master Shelf Agreement
 65




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##### 



Item 15. Exhibits and Financial Statement Schedules
 ExhibitNumber
    
    Descriptionfrom time to time (filed with the Registrants 10-Q for the quarter ended July 31, 2003
(File No. 0-20578) as Exhibit 4(5) and incorporated herein by reference)4(10)
    
    Letter Amendment No. 1 to Master Shelf Agreement, dated as of May 15, 2004, by and among
Layne Christensen Company, Prudential Investment Management, Inc., The Prudential Insurance
Company of America, Pruco Life Insurance Company, Security Life of Denver Insurance Company
and such other Purchasers of the Notes as may be named in the Master Shelf Agreement from time
to time (filed as Exhibit 4(6) to the Companys Form 10-K for the fiscal year ended January
31, 2006, and incorporated herein by this reference)4(11)
    
    Letter Amendment No. 2 to Master Shelf Agreement, dated as of September 28, 2005, by and
among Layne Christensen Company, Prudential Investment Management, Inc., The Prudential
Insurance Company of America, Pruco Life Insurance Company, Security Life of Denver Insurance
Company and such other Purchasers of the Notes as may be named in the Master Shelf Agreement
from time to time (filed as Exhibit 4.2 to the Companys Form 8-K, dated September 28, 2005,
and incorporated herein by this reference)4(12)
    
    Letter Amendment No. 3 to Master Shelf Agreement, dated as of June 16, 2006, by and among
Layne Christensen Company, Prudential Investment Management, Inc., The Prudential Insurance
Company of America, Pruco Life Insurance Company, Security Life of Denver Insurance Company
and such other Purchasers of the Notes as may be named in the Master Shelf Agreement from time
to time (filed as Exhibit 10(2) to the Companys Form 10-Q for the quarter ended July 31,
2006, and incorporated herein by this reference)4(13)
    
    Letter Amendment No. 4 to Master Shelf Agreement, dated as of November 20, 2006, by and
among Layne Christensen Company, Prudential Investment Management, Inc., The Prudential
Insurance Company of America, Pruco Life Insurance Company, Security Life of Denver Insurance
Company and such other Purchasers of the Notes as may be named in the Master Shelf Agreement
from time to time (filed as Exhibit 4(2) to the Companys Form 8-K, dated November 20, 2006,
and incorporated herein by this reference)4(14)
    
    Letter Amendment No. 5 to Master Shelf Agreement, dated as of October 15, 2007, by and among
Layne Christensen Company, Prudential Investment Management, Inc., The Prudential Insurance
Company of America, Pruco Life Insurance Company, Security Life of Denver Insurance Company
and such other Purchasers of the Notes as may be named in the Master Shelf Agreement from time
to time (filed as Exhibit 10(2) to the Companys Form 10-Q for the quarter ended October 31,
2007, and incorporated herein by this reference)4(15)
    
    Letter Amendment No. 6 to Master Shelf Agreement, dated March 31, 2009, by and among Layne
Christensen Company, Prudential Investment Management, Inc., The Prudential Insurance Company
of America, Pruco Life Insurance Company, Time Insurance Company and Physicians Mutual
Insurance Company (incorporated by reference to Exhibit 10(2) to the Companys Current Report
on Form 8-K filed April 2, 2009)4(16)
    
    Letter Amendment No. 7 to Master Shelf Agreement, dated to be effective as of October 1,
2009, by and among Layne Christensen Company, Prudential Investment Management, Inc., The
Prudential Insurance Company of America, Pruco Life Insurance Company, Security Life of Denver
Insurance Company, Prudential Annuities Life Assurance Corporate, Prudential Retirement
Insurance and Annuity Company and such other Purchasers of the Notes as may be named in the
Master Shelf Agreement from time to time (incorporated by reference to Exhibit 4.1 to the
Companys Current Report on Form 8-K filed on October 16, 2009).10(1)
    
    Tax Liability Indemnification Agreement between the Registrant and The Marley Company (filed
with Amendment No. 3 to the Registrants Registration Statement (File No. 33-48432) as Exhibit
10(2) and incorporated herein by reference)10(2)
    
    Lease Agreement between the Registrant and Parkway Partners, L.L.C. dated December 21, 1994
(filed with the Registrants Annual Report on Form 10-K for the fiscal year ended January 31,
1995 (File No. 0-20578) as Exhibit 10(2) and incorporated herein by reference)10(2.1)
    
    First Modification & Ratification of Lease, dated as of February 26, 1996, between Parkway
Partners, L.L.C. and the Registrant (filed with the Registrants Annual Report on Form 10-K
for the fiscal year ended January 31, 1996 (File No. 0-20578), as Exhibit 10(2.1) and
incorporated herein by this reference)10(2.2)
    
    Second Modification and Ratification of Lease Agreement between Parkway Partners, L.L.C.
and Layne Christensen Company dated April 28, 1997 (filed with the Registrants Annual Report
on Form 10-K for the fiscal year ended January 31, 1999 (File No. 0-20578), as Exhibit 10(2.2)
and incorporated herein by this reference)
 66




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Item 15. Exhibits and Financial Statement Schedules
 ExhibitNumber
    
    Description10(2.3)
    
    Third Modification and Extension Agreement between Parkway Partners, L.L.C. and Layne
Christensen Company dated November 3, 1998 (filed with the Companys 10-Q for the quarter
ended October 31, 1998 (File No. 0-20578) as Exhibit 10(1) and incorporated herein by
reference)10(2.4)
    
    Fourth Modification and Extension Agreement between Parkway Partners, L.L.C. and Layne
Christensen Company executed May 17, 2000, effective as of December 29, 1998 (filed with the
Companys 10-Q for the quarter ended July 31, 2000 (File No. 0-20578) as Exhibit 10.1 and
incorporated herein by reference)10(2.5)
    
    Fifth Modification and extension Agreement between Parkway Partners, L.L.C. and Layne
Christensen Company dated March 1, 2003 (filed as Exhibit 10(2.5) to the Registrants Annual
Report on Form 10-K for the fiscal year ended January 31, 2003 (File No. 0-20578) and
incorporated herein by this reference)10(2.6)
    
    Sixth Modification Agreement, dated February 29, 2008, between 1900 Associates L.L.C. and
the Company (filed as Exhibit 10(2.6) to the Registrants Annual Report on Form 10-K for the
fiscal year ended January 31, 2008, filed April 15, 2008, and incorporated herein by this
reference)**10(3)
    
    Form of Stock Option Agreement between the Company and management of the Company (filed
with Amendment No. 3 to the Registrants Registration Statement (File No. 33-48432) as Exhibit
10(7) and incorporated herein by reference)10(4)
    
    Insurance Liability Indemnity Agreement between the Company and The Marley Company (filed
with Amendment No. 3 to the Registrants Registration Statement (File No. 33-48432) as Exhibit
10(10) and incorporated herein by reference)10(5)
    
    Agreement between The Marley Company and the Company relating to tradename (filed with the
Registrants Registration Statement (File No.33-48432) as Exhibit 10(10) and incorporated
herein by reference)**10(6)
    
    Form of Subscription Agreement for management of the Company
(filed with Amendment No. 3 to the Registrants Registration
Statement (File No. 33-48432) as Exhibit 10(16) and incorporated
herein by reference)**10(7)
    
    Form of Subscription Agreement between the Company and Robert J.
Dineen (filed with Amendment No. 3 to the Registrants
Registration Statement (File No. 33-48432) as Exhibit 10(17) and
incorporated herein by reference)**10(8)
    
    Letter Agreement between Andrew B. Schmitt and the Company (as
amended and restated to comply with Section 409A) dated December
2, 2008 (incorporated by reference to Exhibit 10(8) to the
Companys Annual Report on Form 10-K for the fiscal year ended
January 31, 2009, filed on March 31, 2009)**10(9)
    
    Form of Incentive Stock Option Agreement between the Company and
Management of the Company (filed with the Companys Annual Report
on Form 10-K for the fiscal year ended January 31, 1996 (File No.
0-20578), as Exhibit 10(15) and incorporated herein by this
reference)10(10)
    
    Registration Rights Agreement, dated as of November 30, 1995, between the Company and Marley
Holdings, L.P. (filed with the Companys Annual Report on Form 10-K for the fiscal year ended
January 31, 1996 (File No. 0-20578), as Exhibit 10(17) and incorporated herein by this
reference)**10(11)
    
    Form of Incentive Stock Option Agreement between the Company and
Management of the Company effective February 1, 1998 (filed with
the Companys Form 10-Q for the quarter ended April 30, 1998
(File No. 0-20578) as Exhibit 10(1) and incorporated herein by
reference)**10(12)
    
    Form of Incentive Stock Option Agreement between the Company and
Management of the Company effective April 20, 1999 (filed with
the Companys Form 10-Q for the quarter ended April 30, 1999
(File No. 0-20578) as Exhibit 10(2) and incorporated herein by
reference)**10(13)
    
    Form of Non Qualified Stock Option Agreement between the Company
and Management of the Company effective as of April 20, 1999
(filed with the Companys Form 10-Q for the quarter ended April
30, 1999 (File No. 0-20578) as Exhibit 10(3) and incorporated
herein by reference)**10(14)
    
    Layne Christensen Company District Incentive Compensation Plan
(revised effective February 1, 2000) (filed as Exhibit 10(17) to
the Registrants Annual Report on Form 10-K for the fiscal year
ended January 31, 2003 (File No. 0-20578) and incorporated herein
by this reference)**10(15)
    
    Layne Christensen Company Executive Incentive Compensation Plan
(as amended and restated, effective November 3, 2008)
(incorporated by reference to Exhibit 10(15) to the Companys
Annual Report on Form 10-K for the fiscal year ended January 31,
2009, filed on March 31, 2009)
 67




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##### 



Item 15. Exhibits and Financial Statement Schedules
 ExhibitNumber
    
    Description**10(16)
    
    Layne Christensen Company Corporate Staff Incentive Compensation Plan (as amended,
effective February 1, 2007) (incorporated by reference to Exhibit 10(16) to the Companys
Annual Report on Form 10-K for the fiscal year ended January 31, 2009, filed on March 31,
2009)10(17)
    
    Standstill Agreement, dated March 26, 2004, by and among Layne Christensen Company,
Wynnefield Partners Small Cap Value, L.P., Wynnefield Small Cap Value Offshore Fund, Ltd.,
Wynnefield Partners Small Cap Value L.P.I., Channel Partnership II, L.P., Wynnefield Capital
Management, LLC, Wynnefield Capital, Inc., Wynnefield Capital, Inc. Profit Sharings Money
Purchase Plan, Nelson Obus and Joshua Landes (filed as Exhibit 10(19) to the Registrants
Annual Report on Form 10-K for the fiscal year ended January 31, 2004 (File No. 0-20578) and
incorporated herein by this reference)**10(18)
    
    Layne Christensen Company 2006 Equity Incentive Plan, as amended (filed as Appendix B to the Companys Definitive
Proxy Statement filed with the SEC on May 6, 2009, and incorporated herein by this reference)**10(19)
    
    Form of Incentive Stock Option Agreement between the Company and management of the Company for use with the 2006
Equity Incentive Plan (filed as Exhibit 4(e) to the Companys Form S-8 (File No. 333-135683), filed July 10, 2006, and
incorporated herein by this reference)**10(20)
    
    Form of Nonqualified Stock Option Agreement between the Company and management of the Company for use with the 2006
Equity Incentive Plan, as amended effective January 26, 2009 (incorporated by reference to Exhibit 10(20) to the
Companys Annual Report on Form 10-K for the fiscal year ended January 31, 2009, filed on March 31, 2009)**10(21)
    
    Form of Nonqualified Stock Option Agreement between the Company and non-employee directors of the Company for use with
the 2006 Equity Incentive Plan, as amended effective January 26, 2009 (incorporated by reference to Exhibit 10(21) to
the Companys Annual Report on Form 10-K for the fiscal year ended January 31, 2009, filed on March 31, 2009)**10(22)
    
    Form of Restricted Stock Award Agreement between the Company and management of the Company for use with the 2006
Equity Incentive Plan, as amended effective January 23, 2008 (incorporated by reference to Exhibit 10(22) to the
Companys Annual Report on Form 10-K for the fiscal year ended January 31, 2009, filed on March 31, 2009)**10(23)
    
    Form of Restricted Stock Award Agreement between the Company and management of the Company for use with the 2006
Equity Incentive Plan (with performance vesting) (incorporated by reference to Exhibit 10(1) to the Companys
Quarterly Report on Form 10-Q for the quarter ended April 30, 2009, filed on June 3, 2009)**10(24)
    
    Form of Restricted Stock Award Agreement between the Company and non-employee directors of the Company for use with
the Companys 2006 Equity Incentive Plan, as amended effective January 26, 2009 (incorporated by reference to Exhibit
10(23) to the Companys Annual Report on Form 10-K for the fiscal year ended January 31, 2009, filed on March 31,
2009)**10(25)
    
    Layne Christensen Company Water Infrastructure Division Incentive Compensation Plan (as amended and restated,
effective February 1, 2008) (incorporated by reference to Exhibit 10(24) to the Companys Annual Report on Form 10-K
for the fiscal year ended January 31, 2008, filed April 15, 2008)**10(26)
    
    Layne Energy, Inc. 2007 Stock Option Plan (incorporated by reference to Exhibit 10.1 to the Companys Current Report
on Form 8-K filed June 13, 2007)**10(27)
    
    Form of Nonqualified Stock Option Agreement under the Layne Energy, Inc. 2007 Stock Option Plan (incorporated by
reference to Exhibit 10.2 to the Companys Current Report on Form 8-K filed June 13, 2007)**10(28)
    
    Layne Christensen Company Mineral Exploration Division Incentive Compensation Plan (as amended and restated effective
February 1, 2008) (incorporated by reference to Exhibit 10(27) to the Companys Annual Report on Form 10-K for the
fiscal year ended January 31, 2008, filed April 15, 2008)**10(29)
    
    Severance Agreement, dated March 13, 2008, by and between Andrew B. Schmitt and Layne Christensen Company
(incorporated by reference to Exhibit 10(1) to the Companys Current Report on Form 8-K filed March 19, 2008)**10(30)
    
    Severance Agreement, dated March 13, 2008, by and between Gregory F. Aluce and Layne Christensen Company
(incorporated by reference to Exhibit 10(2) to the Companys Current Report on Form 8-K filed March 19, 2008)**10(31)
    
    Severance Agreement, dated March 13, 2008, by and between Steven F. Crooke and Layne Christensen Company (incorporated
by reference to Exhibit 10(3) to the Companys Current Report on Form 8-K filed March 19, 2008)**10(32)
    
    Severance Agreement, dated March 13, 2008, by and between Jerry W. Fanska and Layne Christensen Company (incorporated
by reference to Exhibit 10(4) to the Companys Current Report on Form 8-K filed March 19, 2008)
 68




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##### 



Item 15. Exhibits and Financial Statement Schedules
 ExhibitNumber
    
    Description**10(33)
    
    Severance Agreement, dated March 13, 2008, by and between Jeffrey J. Reynolds and Layne Christensen Company
(incorporated by reference to Exhibit 10(5) to the Companys Current Report on Form 8-K filed March 19, 2008)**10(34)
    
    Severance Agreement dated July 10, 2008, by and between Eric R. Despain and Layne Christensen Company (incorporated
by reference to Exhibit 10(1) to the Companys Current Report on Form 8-K filed July 14, 2008)**10(35)
    
    Summary of 2010 Salaries of Named Executive Officers and Compensation of Directors10(36)
    
    Agreement and Plan of Merger, dated August 30, 2005, among Layne Christensen Company, Layne
Merger Sub 1, Inc., Reynolds, Inc. and the Stockholders of Reynolds, Inc. listed on the
signature pages thereto (filed as Exhibit 10.2 to the Companys Form 8-K, dated September 28,
2005, and incorporated herein by this reference)10(37)
    
    Amendment to Agreement and Plan of Merger, dated July 30, 2007, by and among the Company and
Jeffrey Reynolds, individually and as Agent of the Stockholders listed on the signature pages
thereto (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K
filed August 3, 2007)**10(38)
    
    Layne Christensen Company Deferred Compensation Plan for
Directors (Amended and Restated, effective as of January 1, 2009)
(incorporated by reference to Exhibit 10(37) to the Companys
Annual Report on Form 10-K for the fiscal year ended January 31,
2009, filed on March 31, 2009)**10(39)
    
    Amended and
Restated Layne Christensen Company Key Management Deferred
Compensation Plan, effective as of January 1, 2008 (incorporated
by reference to Exhibit 10(38) to the Companys Annual Report on
Form 10-K for the fiscal year ended January 31, 2009, filed on
March 31, 2009)**10(40)
    
    Reynolds Division of Layne Christensen Company Cash Bonus Plan,
dated September 28, 2005 (filed as Exhibit 10.1 to the Companys
Form 8-K, dated September 28, 2005, and incorporated herein by
this reference)10(41)
    
    Settlement Agreement, dated March 31, 2006, by and among Layne Christensen Company, Steel
Partners II, L.P., Steel Partners, L.L.C. and Warren G. Lichtenstein (filed as Exhibit 10.1 to
the Companys Form 8-K, dated April 5, 2006, and incorporated herein by this reference)10(42)
    
    Form of Indemnification Agreement for use in connection with the Rights Agreement dated
October 14, 2008 (filed as Exhibit 10.1 to the Registrants Form 8-K filed October 14, 2008,
and incorporated herein by this reference)21(1)-
    
    List of Subsidiaries23(1)-
    
    Consent of Deloitte & Touche LLP23(2)-
    
    Consent of Deloitte23(3)-
    
    Consent of Cawley, Gillespie & Associates, Inc.31(1)-
    
    Section 302 Certification of Principal Executive Officer of the Company31(2)-
    
    Section 302 Certification of Principal Financial Officer of the Company32(1)-
    
    Section 906 Certification of Principal Executive Officer of the Company32(2)-
    
    Section 906 Certification of Principal Financial Officer of the Company99(1)-
    
    Report of Cawley, Gillespie & Associates, Inc.99(2)-
    
    Financial statements of equity affiliate Geotec Boyles Bros., S.A
 
 **
    
    Management contracts or compensatory plans or arrangements required to be identified by Item
14(a)(3). (b)
    
    Exhibits
  (c)
    
    Financial Statement Schedules
  69




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##### 



Signatures
  Layne Christensen CompanyBy
    /s/ A. B. SchmittAndrew B. Schmitt
President and Chief Executive Officer:
Dated April 1, 2010  Signature and Title
    
    Date/s/ A. B. Schmitt

Andrew B. Schmitt 
President, Chief Executive Officer 
and Director (Principal Executive Officer)
    
    April 1, 2010/s/ Jerry W. Fanska

Jerry W. Fanska 
Senior Vice President-Finance and Treasurer
(Principal Financial and Accounting Officer)
    
    April 1, 2010/s/ Jeff Reynolds

Jeffrey J. Reynolds
Director
    
    April 1, 2010/s/ David A. B. Brown

David A. B. Brown 
Director
    
    April 1, 2010/s/ J. Samuel Butler

J. Samuel Butler 
Director
    
    April 1, 2010/s/ Anthony B. Helfet

Anthony B. Helfet 
Director
    
    April 1, 2010/s/ Nelson Obus

Nelson Obus 
Director
    
    April 1, 2010/s/ Rene Robichaud

Rene Robichaud 
Director
    
    April 1, 2010/s/ Robert Gilmore

Robert Gilmore 
Director
    
    April 1, 2010
 70