layne_11k.htm
FORM 11-K
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
[X]
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year
ended December 31, 2009
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number
001-34195
A. Full title of the plan and the address of the
plan, if different from that of the issuer named below:
Layne Christensen Company Capital Accumulation
Plan
B. Name of issuer of the securities held pursuant
to the plan and the address of its principal executive office:
Layne Christensen Company
1900 Shawnee
Mission Parkway
Mission Woods, Kansas 66205
LAYNE CHRISTENSEN COMPANY
CAPITAL ACCUMULATION PLAN
TABLE OF CONTENTS
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|
PAGES |
| REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM |
1 |
| |
| FINANCIAL STATEMENTS: |
|
| Statements of Net Assets
Available for Benefits as of December 31, 2009 and 2008 |
2 |
|
Statement of Changes in Net Assets Available for Benefits for the Year
Ended |
|
|
December 31, 2009 |
3 |
| Notes to Financial Statements
as of December 31, 2009 and 2008, and for the Year Ended |
|
|
December 31, 2009 |
4-13 |
| |
|
| SUPPLEMENTAL SCHEDULE: |
|
| Form 5500, Schedule H, Part
IV, Line 4i – Schedule of Assets (Held at End of Year) |
|
|
as of December 31, 2009 |
14-15 |
| Note: |
|
All other schedules required by Section 2520.103-10 of the
Department of Labor's Rules and Regulations for Reporting and Disclosures
under the Employee Retirement Income Security Act of 1974 have been
omitted because they are not applicable.
|
REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
To the Participants and
Administrative Committee of the
Layne Christensen Company Capital
Accumulation Plan
Kansas City, Missouri:
We have
audited the accompanying statements of net assets available for benefits of the
Layne Christensen Company Capital Accumulation Plan (the "Plan") as of December
31, 2009 and 2008, and the related statement of changes in net assets available
for benefits for the year ended December 31, 2009. These financial statements
are the responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We
conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Plan is not required to have,
nor were we engaged to perform, an audit of its internal control over financial
reporting. Our audits included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Plan's internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our
opinion, such financial statements present fairly, in all material respects, the
net assets available for benefits of the Plan as of December 31, 2009 and 2008,
and the changes in net assets available for benefits for the year ended December
31, 2009 in conformity with accounting principles generally accepted in the
United States of America.
Our
audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule listed in the
table of contents is presented for the purpose of additional analysis and is not
a required part of the basic financial statements, but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This schedule is the responsibility of the Plan's management. This
schedule has been subjected to the auditing procedures applied in our audit of
the basic 2009 financial statements and, in our opinion, is fairly stated in all
material respects when considered in relation to the basic financial statements
taken as a whole.
/s/ Deloitte &
Touche LLP
DELOITTE & TOUCHE
LLP
June 29, 2009
Kansas City, Missouri
1
LAYNE CHRISTENSEN COMPANY CAPITAL ACCUMULATION
PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2009 AND 2008
|
|
2009 |
|
2008 |
| ASSETS: |
|
|
|
|
|
| INVESTMENTS, at fair
value: |
|
|
|
|
|
|
Common/collective trust
fund |
$ |
21,354,656 |
|
$ |
19,777,001 |
|
Mutual funds |
|
63,793,153 |
|
|
44,819,891 |
|
Layne Christensen Company stock
account |
|
5,080,258 |
|
|
3,482,286 |
|
Participant loans |
|
2,213,697 |
|
|
2,374,382 |
|
Total investments |
|
92,441,764 |
|
|
70,453,560 |
| |
| RECEIVABLES: |
|
|
|
|
|
|
Employee contributions |
|
179,448 |
|
|
151,469 |
|
Employer contributions |
|
90,720 |
|
|
75,011 |
|
Accrued income |
|
19,602 |
|
|
19,502 |
|
Total receivables |
|
289,770 |
|
|
245,982 |
| |
| CASH |
|
23,209 |
|
|
259,235 |
| |
|
Total assets |
|
92,754,743 |
|
|
70,958,777 |
| |
| LIABILITIES: |
|
|
|
|
|
| Accrued expenses |
|
35,000 |
|
|
35,000 |
| |
| NET ASSETS AVAILABLE FOR BENEFITS AT
FAIR VALUE |
|
92,719,743 |
|
|
70,923,777 |
| |
| ADJUSTMENT FROM FAIR VALUE TO CONTRACT
VALUE |
|
|
|
|
|
| FOR FULLY BENEFIT-RESPONSIVE STABLE
VALUE FUND |
|
1,549,040 |
|
|
3,192,862 |
| |
| NET ASSETS AVAILABLE FOR
BENEFITS |
$ |
94,268,783 |
|
$ |
74,116,639 |
| |
|
|
|
|
|
See
Notes to Financial Statements.
2
LAYNE CHRISTENSEN COMPANY CAPITAL ACCUMULATION
PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR
BENEFITS
FOR THE YEAR ENDED DECEMBER 31,
2009
| ADDITIONS: |
|
|
| Investment income: |
|
|
|
Interest income |
$ |
495,389 |
|
Dividend income |
|
1,243,064 |
|
Net appreciation in fair value |
|
|
|
of investments |
|
13,925,045 |
|
Net investment income |
|
15,663,498 |
|
Contributions: |
|
|
|
Participant |
|
6,852,087 |
|
Employer |
|
3,507,968 |
|
Rollover |
|
10,759 |
|
Total contributions |
|
10,370,814 |
| TOTAL ADDITIONS |
|
26,034,312 |
| |
| DEDUCTIONS: |
|
|
| Benefits paid to
participants |
|
5,829,754 |
|
Administrative expenses |
|
52,414 |
| TOTAL DEDUCTIONS |
|
5,882,168 |
| |
| INCREASE IN NET ASSETS |
|
20,152,144 |
| |
| NET ASSETS AVAILABLE FOR BENEFITS
|
|
|
| AT
BEGINNING OF YEAR |
|
74,116,639 |
| NET ASSETS AVAILABLE FOR BENEFITS |
|
|
| AT END OF YEAR
|
$ |
94,268,783 |
| |
|
|
See
Notes to Financial Statements.
3
LAYNE CHRISTENSEN COMPANY CAPITAL ACCUMULATION
PLAN
NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2009 AND 2008,
AND
FOR THE
YEAR ENDED DECEMBER 31, 2009
(1) DESCRIPTION OF
PLAN
The following brief description of the Layne Christensen Company Capital
Accumulation Plan (the "Plan") is provided for general information purposes
only. Participants should refer to the Plan document for more complete
information.
| |
(a) |
|
General - The
Plan is a defined contribution plan and is administered by Layne
Christensen Company and an Administrative Committee comprised of
individuals appointed by the Layne Christensen Company Board of Directors.
Merrill Lynch Bank & Trust Co., FSB ("Merrill Lynch") served as the
Plan's trustee through November 2, 2009. Effective November 2, 2009, the
Charter of Merrill Lynch collapsed into Bank of America, N.A. and Bank of
America, N.A. became the successor trustee. The Plan is subject to the
provisions set forth in the Employee Retirement Income Security Act of
1974 ("ERISA"), as amended. |
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(b) |
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Eligibility -
Salaried and certain hourly employees of Layne Christensen Company and its
subsidiaries (the "Company") become eligible for membership in the Plan
after completion of three months of service. |
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(c) |
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Contributions
- Employee contributions are voluntary. Employees may make a basic
(pre-tax) contribution of at least 1% up to limitations imposed by the
Internal Revenue Service ("IRS"). Effective January 2002, employees age 50
or older who make the maximum allowable pre-tax contribution to the Plan,
are entitled to make an additional "catch-up contribution" in accordance
with the Plan document. Effective January 1, 2007, the Plan was amended to
allow Roth after-tax contributions. |
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Participants are
eligible for a matching contribution immediately upon electing to make a
basic contribution. Each plan year the Company may make a matching
contribution as follows: 1) 100 percent of the participant's basic
contributions to the extent that such basic contributions do not exceed 3
percent of the participant's compensation; and 2) 50 percent of the
participant's basic contributions to the extent that such basic
contributions exceed 3 percent but do not exceed 5 percent of the
participant's compensation. Additionally, employees as of the end of the
Plan year who have completed at least two years of service at that time
are eligible to receive an allocation of the Company profit sharing
contribution. This discretionary contribution is determined annually by
the Board of Directors of the Company and is based on a stated percentage,
if any, of participants' eligible compensation. No profit sharing contribution was made for
the years ended December 31, 2009 or 2008. |
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(d) |
|
Investment
Options - The Plan
has eighteen types of investment funds available as investment options for
participants including a company stock account, a common/collective trust
fund and sixteen mutual funds. Of the eighteen types of investment funds
available on an ongoing basis, eleven are considered "core" investment options while the remaining
seven represent an expanded group of funds available to participants who
wish to invest beyond the core offerings.
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4
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Participants may allocate their elected
deferral percentage to any or all of the funds in 1% increments.
Participants may change their allocation between funds any time during the
year. Company contributions are allocated to the funds in proportion with
the participants' elected deferral percentage at the time of
contribution. |
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(e) |
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Participant
Accounts and Vesting
- Investment income is allocated on a daily basis among the Plan members
who are participants of the Plan. The income allocation is made in
proportion to the amount each participant's account bears to the aggregate
amount of all such accounts. After January 1, 2000, participant
contributions, Company matching contributions, Company profit sharing
contributions and earnings thereon are fully vested at all times and are
not subject to forfeiture for any reason. Upon distribution, forfeitures
from employer contributions made prior to January 1, 2000 become available
to the Company and are fully applied toward employer contributions. At
December 31, 2009 and 2008, forfeited non-vested accounts totaled $3,985
and $11,153, respectively. During the year ended December 31, 2009,
employer contributions were reduced by $12,113 from forfeited non-vested
accounts. No forfeitures were utilized during the year ended December 31,
2008. |
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(f) |
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Loans to
Participants -
Participants may borrow from their fund accounts a minimum of $1,000 up to
a maximum of $50,000, not to exceed 50% of their vested employee deferral
account balance. Loan transactions are treated as a transfer between the
investment funds and the loan fund. Loan terms for repayment shall be no
less than one year and no greater than five years, unless the loan
qualifies as a home loan, for which repayment terms may be up to 15 years.
Loans are secured by assignment of 50% of the vested amount of the
participant's account and bear interest at a rate equal to the prime rate.
Principal and interest are paid ratably through payroll
deductions. |
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Participants
eligible for a withdrawal as a result of financial hardship may request
that all or a portion of their supplemental (after-tax) and basic
(pre-tax) account be distributed. IRS regulations define severe financial
hardship as a condition caused by the need for funds required for the
purchase of or eviction from a family's principal residence, college
education for employees' dependent children, self or spouse, or for major
uninsured family medical expenses. The Administrative Committee must
approve any such hardship withdrawals. The loan provision must be
exhausted prior to applying for a hardship withdrawal. |
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(g) |
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Payment of
Benefits - Upon
termination of employment or retirement, the participant, or in the case
of death, the surviving spouse, can elect to receive the participant's
account balance in a single lump sum or in installments. Account balances
which do not exceed $5,000 may be paid in a single lump sum upon
termination. Effective March 28, 2005, in the event of a mandatory
distribution greater than $1,000 but not more than $5,000 that is made in
accordance with the provisions of the Plan providing for an automatic
distribution to a Participant without the Participant's consent, if the
Participant does not elect to have such distribution paid directly to an
"eligible retirement plan" specified by the Participant in a direct
rollover (in accordance with the direct rollover provisions of the Plan)
or to receive the distribution directly, then the Administrator shall pay
the distribution in a direct rollover to an individual retirement plan
designated by the Administrator. Participants with an account balance of
greater than $5,000 can elect to indefinitely maintain their account
balance within the Plan. |
5
(2) SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES
| |
(a) |
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Basis of
Accounting - The
accompanying financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America
(“GAAP”). |
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(b) |
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Use of
Estimates - The
preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of net assets available for benefits and changes therein. Actual
results could differ from these estimates. |
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(c) |
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Risk and
Uncertainties - The
Plan utilizes various investment instruments including common stock,
mutual funds and a common/collective trust fund which is a stable value
fund. Investment securities, in general, are exposed to various risks,
such as interest rate, credit, and overall market volatility. Due to the
level of risk associated with certain investment securities, it is
reasonably possible that changes in values of investment securities will
occur in the near term and that such change could materially affect the
amounts reported in the financial statements. |
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(d) |
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Investment
Valuation and Income Recognition - The Plan's investments are stated at
fair value. Fair value of a financial instrument is the price that would
be received to sell an asset in an orderly transaction between market
participants at the measurement date. Shares of mutual funds are valued at
quoted market prices which represent the net asset value of shares held by
the Plan at year end. The Plan's investment in the Layne Christensen
Company Stock Account is valued at quoted market prices as determined by
closing sales prices reported on the last business day of the year. The
Bank of America, N.A. Retirement Preservation Trust (formerly the Merrill
Lynch Retirement Preservation Trust) (the “Retirement Preservation Trust”
or “Fund”) (that is considered to be a stable value fund) is a common
collective trust fund with underlying investments in investment contracts
and is valued at fair value and then adjusted by the issuer to contract
value. Fair value of the stable value fund is the net asset value of its
underlying investments and contract value is principal plus accrued
interest. Individual participant accounts invested in the common
collective trust fund are maintained on a unit value basis. Participants
do not have beneficial ownership in specific underlying securities or
other assets in the Fund, but have an interest therein represented by
units valued daily. Issuances and redemptions of units are made on such
days based upon the net asset value per unit. The Fund earns dividends and
interest which are automatically reinvested in additional units.
Generally, contributions to and withdrawal payments from the Fund are
converted to units by dividing the amounts of such transactions by the
unit values as last determined, and the participants’ accounts are charged
or credited with the number of units properly attributable to each
participant. Participant loans are valued at the outstanding loan balance
due which approximates fair value. Purchases and sales of securities are
recorded on a trade date basis. Interest income is recorded on the accrual
basis. Dividends are recorded on the ex-dividend date.
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6
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In accordance
with GAAP, the stable value fund is included in the statements of net
assets available for benefits at fair value, as well as an additional line
item showing an adjustment of the fully benefit-responsive stable value
fund from fair value to contract value. The statement of changes in net
assets available for benefits is presented on a contract value
basis.
The Retirement
Preservation Trust is a stable value fund that is a commingled pool of the
Retirement Preservation Trust for Employee Benefit Plans. The Retirement
Preservation Trust seeks to provide preservation of capital, liquidity and
current income at levels that are typically higher than those provided by
money market funds and similar to short or intermediate term bond funds
without the volatility, before deduction of expenses. The Retirement
Preservation Trust invests primarily in traditional guaranteed investment
contracts and wrapped portfolios of fixed income investments. Participants
may ordinarily direct the withdrawal or transfer of all or a portion of
their investment at contract value. Contract value represents
contributions made to the fund, plus earnings, less participant
withdrawals and administrative expenses. The Retirement Preservation Trust
imposes certain restrictions on the Plan and the fund itself may be
subject to circumstances that impact its ability to transact at contract
value, as described in the following paragraphs. Plan management believes
that the occurrence of events that would cause the fund to transact at
less than contract value (as described in the following paragraphs) is not
probable.
Limitations on the Ability of the Fund to
Transact at Contract Value:
Restrictions on the
Plan –
Participant-initiated transactions are those transactions allowed by the
Plan, including withdrawals for benefits, loans, or transfers to
noncompeting funds within a plan, but excluding withdrawals that are
deemed to be caused by the actions of the Company. The following
employer-initiated events may limit the ability of the Fund to transact at
contract value:
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- Layoffs, bankruptcy, plant closings, or early
retirement incentives
- Any communication given to Plan participants designed
to influence a participant not to invest in the Fund or to transfer
assets out of the Fund
- Any transfer of assets from the Fund directly into a
competing investment option
- Violation of equity wash or equivalent rules in place
and changes of qualification status of the Company or the
Plan
- Complete or partial termination of the Plan or its
merger with another plan
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Circumstances That Impact the
Fund – The Fund invests in assets,
typically fixed income securities, and enters into “wrapper” contracts
issued by third parties. A wrap contract is an agreement by another party,
such as a bank or insurance company to make payments to the Fund in
certain circumstances. Wrap contracts are designed to allow a stable value
portfolio to maintain a constant net asset value and protect a portfolio
in extreme circumstances. In a typical wrap contract, the wrap issuer
agrees to pay a portfolio the difference between the contract value and
the market value of the underlying assets once the market value has been
totally exhausted. |
7
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The wrap
contracts generally contain provisions that limit the ability of the Fund
to transact at contract value upon the occurrence of certain events. These
events include:
- Any substantive modification of the Fund or the
administration of the Fund that is not consented to by the wrap
issuer
- Any changes in law, regulation, or administrative
ruling applicable to a plan that could have a material adverse effect on
the Fund’s cash flow
- Employer-initiated transactions by participating plans
as described above
In the event
the wrap contracts fail to perform as intended, the Fund’s net asset value
may decline if the market value of its assets declines. The Fund’s ability
to receive amounts due pursuant to these wrap contracts is dependent on
the third-party issuer’s ability to meet their financial obligations. The
wrap issuer’s ability to meet its contractual obligations under the wrap
contracts may be affected by future economic and regulatory developments.
The fund is
unlikely to maintain a stable net asset value if, for any reason, it
cannot obtain or maintain wrap contracts covering all of its underlying
assets. This could result from the Fund’s inability to promptly find a
replacement wrap contract following termination of a wrap contract. Wrap
contracts are not transferable and have no trading market. There are a
limited number of wrap issuers. The Fund may lose the benefit of wrap
contracts on any portion of its assets in default in excess of a certain
percentage of portfolio assets.
Management fees
and operating expenses charged to the Plan for the Plan’s investments are
deducted from income earned on a daily basis and are not separately
reflected. Consequently, management fees and operating expenses are
reflected as a reduction of investment return for such
investments.
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(e) |
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Administrative Expenses – Administrative expenses of the Plan
are paid by the Plan or the Company as provided in the Plan
document. |
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(f) |
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Payment of
Benefits - Benefit
payments to participants are recorded upon distribution. |
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(g) |
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Transfer in
from Tierdale 401(k) Plan – Effective February 15, 2008, the loan balance of certain
participants in the Tierdale, Inc. 401(k) Plan (“Tierdale”) were
transferred into the Plan. As a result of this transfer, Tierdale Plan
assets totaling $49,422 transferred into the
Plan. |
8
| |
(h) |
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Transfer in
from AMEC 401(k) Plan – Effective November 11, 2008, the loan balance of certain
participants in the AMEC, Inc. 401(k) Plan (“AMEC”) were transferred into
the Plan. As a result of this transfer, AMEC Plan assets totaling $31,839
were transferred into the Plan. |
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(i) |
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New
Accounting Standards Adopted – The accounting standards initially adopted in the 2009 financial
statements described below affected certain note disclosure but did not
impact the statements of net assets available for benefits or the
statement of changes of net assets available for benefits. |
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Accounting Standards Codification
– the Financial
Accounting Standards Board’s (“FASB”) Accounting Standards Codification
(“ASC”) became effective on July 1, 2009. At that date, the ASC became
FASB’s official source of authoritative GAAP applicable to all public and
nonpublic nongovernmental entities, superseding existing guidance issued
by the FASB, the American Institute of Certified Public Accountants
(“AICPA”), the Emerging Issues Task Force (“EITF”) and other related
literature. The FASB also issues Accounting Standards Updates (“ASU”). An
ASU communicates amendments to the ASC. An ASU also provides information
to help a user of GAAP understand how and why GAAP is changing and when
the changes will be effective. |
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Updates to Fair Value Measurements and
Disclosures - In
2009, FASB Staff Position 157-4, Disclosures Determining Fair Value When
the Volume and Level of Activity for the Asset or Liability Have
Significantly Decreased and Identifying Transactions That Are Not Orderly
(FSP), was issued
and later codified into ASC 820, which expanded disclosures and required
that major category for debt and equity securities in the fair value
hierarchy table be determined on the basis of the nature and risks of the
investments. |
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In
September 2009, FASB issued ASU No. 2009-12, Fair Measurements and Disclosures:
Investments in Certain Entities That Calculate Net Asset per Share (or its
Equivalent) (“ASU
2009-12”), which amended ASC Subtopic 820-10, Fair Value Measurements and Disclosures
– Overall. ASU No.
2009-12 is effective for the first reporting period ending after December
15, 2009. ASU No. 2009-12 expands the required disclosures for certain
investments with a reported net asset value (NAV). ASU No. 2009-12
permits, as a practical expedient, an entity holding investments in
certain entities that calculate net asset value per share or its
equivalent for which the fair value is not readily determinable, to
measure the fair value of such investments on the basis of that net asset
value per share or its equivalent without adjustment. The ASU requires
enhanced disclosures about the nature and risks of investments within its
scope. Such disclosures include the nature of any restrictions on an
investor’s ability to redeem its investments at the measurement date, any
unfunded commitments, and the investment strategies of the investee. The
Plan has adopted ASU no. 2009-12 on a prospective basis for the year ended
December 31, 2009 as it relates to the common collective trust fund (see
Note 2). The effect of the adoption of the ASU had no impact on the
statements of net assets available for benefits and statement of changes
in net assets available for benefits. |
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New Accounting Standards to be
Adopted – In January 2010, the
FASB issued guidance amending ASC topic 820 to require new disclosures
concerning transfers into and out of Levels 1 and 2 of fair value
measurement hierarchy, and activity in Level 3 measurements. This guidance
is effective for interim and annual reporting periods beginning after
December 15, 2009; however, the requirements to disclose separately
purchases, sales issuances, and settlements in the Level 3 reconciliation
are effective for fiscal years beginning after December 15, 2010. Adoption
is not expected to impact the Plan’s statements of net assets available
for benefits or statement of changes in net assets available for
benefits. |
9
(3) FAIR VALUE
MEASUREMENTS
In accordance with guidance codified within ASC Topic 820, the Plan
classifies its investments into Level 1, which refers to securities valued using
quoted prices from active markets for identical assets: Level 2, which refers to
securities not traded on an active market but for which observable market inputs
are readily available: and Level 3, which refers to securities valued based on
significant unobservable inputs. Assets and liabilities are classified in their
entirety based on the lowest level of input that is significant to the fair
value measurement.
In accordance with the update to ASC 820, the table below includes the
major categorization for debt and equity securities on the basis of the nature
and risk of the investments at December 31, 2009.
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Fair Value
Measurements |
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at December 31, 2009,
Using |
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Quoted Prices In |
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Significant |
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Active Markets |
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Other |
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Significant |
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for Identical |
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Observable |
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Unobservable |
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Assets (Level 1) |
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Inputs (Level 2) |
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Inputs (Level
3) |
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Total |
| Layne Christensen Company |
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|
|
|
|
| Common stock |
$ |
5,080,258 |
|
$ |
- |
|
$ |
- |
|
$ |
5,080,258 |
| Mutual funds: |
|
|
|
|
|
|
|
|
|
|
|
| Domestic stock funds |
|
35,473,959 |
|
|
- |
|
|
- |
|
|
35,473,959 |
| Balanced fund |
|
5,109,010 |
|
|
- |
|
|
- |
|
|
5,109,010 |
| International stock funds |
|
6,221,097 |
|
|
- |
|
|
- |
|
|
6,221,097 |
| Fixed income funds |
|
13,127,796 |
|
|
- |
|
|
- |
|
|
13,127,796 |
| Other |
|
3,861,291 |
|
|
- |
|
|
- |
|
|
3,861,291 |
|
Total Mutual funds |
|
63,793,153 |
|
|
- |
|
|
- |
|
|
63,793,153 |
| Retirement Preservation Trust |
|
- |
|
|
21,354,656 |
|
|
- |
|
|
21,354,656 |
| Participant loans |
|
- |
|
|
- |
|
|
2,213,697 |
|
|
2,213,697 |
| Total |
$ |
68,873,411 |
|
$ |
21,354,656 |
|
$ |
2,213,697 |
|
$ |
92,441,764 |
10
The following table sets forth by level within the fair value hierarchy a
summary of the Plan’s investments measured at fair value on a recurring basis at
December 31, 2008:
|
|
|
|
|
Fair Value
Measurements |
|
|
|
|
|
at December 31, 2008,
Using |
|
|
Quoted Prices in |
|
Significant |
|
|
|
|
|
|
|
|
Active Markets |
|
Other |
|
Significant |
|
|
|
|
|
for Identical |
|
Observable |
|
Unobservable |
|
|
|
|
|
Assets (Level 1) |
|
Inputs (Level 2) |
|
Inputs (Level 3) |
|
Total |
| Layne Christensen Company |
|
|
|
|
|
|
|
|
|
|
|
|
Common stock |
$ |
3,482,286 |
|
$ |
- |
|
$ |
- |
|
$ |
3,482,286 |
| Mutual funds |
|
44,819,891 |
|
|
- |
|
|
- |
|
|
44,819,891 |
| Retirement Preservation Trust |
|
- |
|
|
19,777,001 |
|
|
- |
|
|
19,777,001 |
| Participant loans |
|
- |
|
|
- |
|
|
2,374,382 |
|
|
2,374,382 |
| Total |
$ |
48,302,177 |
|
$ |
19,777,001 |
|
$ |
2,374,382 |
|
$ |
70,453,560 |
Changes in fair value of the Plan’s Level 3 investments during the year
ended December 31, 2009 were as follows:
|
|
|
|
Participant |
|
|
|
|
Loans |
| Balance at December 31, 2008 |
$ |
2,374,382 |
|
| Purchases, issuances and settlements,
net |
|
(160,685 |
) |
| Balance at December 31, 2009 |
$ |
2,213,697 |
|
| |
|
|
|
(4) INVESTMENTS
The Plan's investments that represented 5% or more of the Plan's net
assets available for benefits as of December 31, 2009 and 2008 are as follows:
|
|
2009 |
|
2008 |
| Retirement Preservation Trust |
$ |
21,354,656 |
|
$ |
19,771,001 |
| PIMCO Total Return Fund |
|
12,340,689 |
|
|
8,857,688 |
| Davis New York Venture Fund |
|
9,916,249 |
|
|
7,385,534 |
| Blackrock Basic Value Fund A |
|
9,456,647 |
|
|
6,816,864 |
| American Growth Fund of
America |
|
5,247,135 |
|
|
3,731,066 |
| Blackrock Balanced Capital Fund A |
|
5,109,010 |
|
|
4,615,061 |
| Layne Christensen Company Stock
Account |
|
5,080,258 |
|
|
3,482,286 |
| Managers International Equity Fund |
|
4,315,355 |
|
|
- |
During the year ended December 31, 2009, the Plan’s investments
(including gains and losses on investments bought and sold, as well as held
during the year) appreciated in value as follows:
| Common stock |
$ |
941,048 |
| Mutual funds |
|
12,983,997 |
| Net appreciation in fair of |
|
|
|
investments |
$ |
13,925,045 |
| |
|
|
11
(5) PLAN TERMINATION
Although it has not expressed any intention to do so, the Company has the
right under the Plan to discontinue its contributions at any time or to
terminate the Plan subject to the provisions set forth in ERISA.
(6) FEDERAL INCOME
TAX STATUS
The IRS has determined and informed the Company by a letter dated
September 26, 2002, that the Plan is qualified and the trust established under
the Plan is tax-exempt, under the appropriate sections of the Internal Revenue
Code ("IRC"). The Plan has been amended since receiving the determination
letter; however, the Company and plan administrator believe that the Plan is
designed and is currently being operated in compliance with the applicable
requirements of the IRC. Therefore, the plan administrator believes that the
Plan is qualified and the related trust continues to be tax-exempt, and no
provision for income tax has been included in the Plan's financial statements.
(7) RECONCILIATION OF
FINANCIAL STATEMENTS TO FORM 5500
A reconciliation of net assets available for benefits per the financial
statements to the Form 5500 as of December 31, 2009 and 2008 is as follows:
|
|
2009 |
|
2008 |
| Net Assets available for benefits per
the |
|
|
|
|
|
|
|
|
financial statements |
$ |
94,268,783 |
|
|
$ |
74,116,639 |
|
| Adjustment from contract value to fair value for |
|
|
|
|
|
|
|
| fully benefit responsive
stable value fund |
|
(1,549,040 |
) |
|
|
(3,192,862 |
) |
| Net assets available for benefits per
the |
|
|
|
|
|
|
|
|
Form 5500 |
$ |
92,719,743 |
|
|
$ |
70,923,777 |
|
| |
|
|
|
|
|
|
|
The following is a reconciliation of the increase in net assets per the
financial statements to the net income for the year ended December 31, 2009 to
the Form 5500:
| |
Increase in net assets per the
financial |
|
|
|
|
statements |
$ |
20,152,144 |
| |
Change in fair market value for fully benefit- |
|
|
|
|
responsive stable value
fund |
|
1,643,822 |
|
|
Net income per Form 5500 |
$ |
21,795,966 |
|
|
|
|
|
(8) EXEMPT
PARTY-IN-INTEREST TRANSACTIONS
Certain Plan investments in units of a common collective trust fund were
managed by Merrill Lynch through November 2, 2009. Effective November 2, 2009,
the Charter of Merrill Lynch collapsed into Bank of America, N.A., and Bank of
America, N.A. became the successor trustee for the Retirement Preservation
Trust. Merrill Lynch is the trustee through November 2, 2009 and Bank of America, N.A. became the
trustee effective November 2, 2009, as defined by the Plan and, therefore, these transactions qualify as exempt
party-in-interest transactions.
12
In addition Bank of America, N.A. is a
subsidiary of Bank of America Corporation in which Bank of America Corporation
has a substantial economic interest in BlackRock Inc. The Plan invests in shares
of mutual funds managed by BlackRock, Inc. and therefore, these transactions
qualify as exempt party-in interest transactions.
The Layne Christensen Company Stock Account
includes transactions that also qualify as exempt party-in-interest
transactions. At December 31, 2009 and 2008, the Plan held 176,951 and 145,035
shares, respectively, of common stock of Layne Christensen Company, the
sponsoring employer, with a cost basis of $3,477,433 and $2,816,123,
respectively. There was no dividend income recorded by the Plan during the years
ended December 31, 2009 and 2008.
(9) SUBSEQUENT EVENTS
In February 2010, during a routine examination of Bank of America Merrill
Lynch’s institutional retirement plan business, it was determined that the Plan
was not truncated (converted to a more favorable share class) within 12 months
of eligibility. As a result, it was determined that the Plan is entitled to a
reimbursement from Bank of America Merrill Lynch of approximately $647,000. Plan
management is currently evaluating how to allocate the funds.
*****
13
LAYNE CHRISTENSEN COMPANY CAPITAL ACCUMULATION PLAN
FORM 5500, SCHEDULE H, PART IV, LINE 4i-SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2009
| |
|
|
|
|
|
|
|
|
| (a) |
|
|
(b) |
|
(c) |
(d) |
|
(e) |
|
|
|
|
|
|
Description of
Investment including maturity |
|
|
|
|
|
|
|
|
Identity of Issuer, Borrower,
Lessor or |
|
date, rate of interest,
collateral, par or |
|
|
|
|
|
|
|
|
|
|
maturity value |
Cost |
|
Current
Value |
|
|
|
* |
Layne Christensen |
|
Layne Christensen Company Stock
Account |
** |
|
$ |
5,080,258 |
|
|
|
|
|
|
Common Stock (176,951 shares) |
|
|
|
|
|
|
|
|
|
|
|
* |
Bank of America, N.A. (formerly Merrill
Lynch) |
|
Bank of America, N.A. Retirement
Preservation Trust |
** |
|
|
21,354,656 |
|
|
|
|
|
|
(formerly the Merrill Lynch Retirement
Preservation Trust) |
|
|
|
|
|
|
|
|
|
|
Common/Collective Trust (22,903,696
units) |
|
|
|
|
|
|
|
|
|
|
|
|
Managers |
|
Managers International Equity
Fund |
** |
|
|
4,315,355 |
|
|
|
|
|
|
Mutual Fund |
(84,186 shares) |
|
|
|
|
|
|
|
|
|
|
|
|
John Hancock |
|
John Hancock Rainier Growth
Fund |
** |
|
|
634,710 |
|
|
|
|
|
|
Mutual Fund |
(36,186 shares) |
|
|
|
|
|
|
|
|
|
|
|
|
American |
|
American Growth Fund of
America |
** |
|
|
5,247,135 |
|
|
|
|
|
|
Mutual Fund
|
(194,843 shares) |
|
|
|
|
|
|
|
|
|
|
|
|
Aberdeen |
|
Aberdeen Small Cap Fund A |
** |
|
|
771,231 |
|
|
|
|
|
|
Mutual Fund (64,162 shares) |
|
|
|
|
|
|
|
|
|
|
|
|
Virtus |
|
Virtus Mid-Cap Capital Value
Fund |
** |
|
|
832,882 |
|
|
|
|
|
|
Mutual Fund (43,998 shares) |
|
|
|
|
|
|
|
|
|
|
|
|
Pioneer |
|
Pioneer Global Equity Fund
Equity |
** |
|
|
895,577 |
|
|
|
|
|
|
Mutual Fund |
(97,557 shares) |
|
|
|
|
|
|
|
|
|
|
|
|
Franklin |
|
Franklin Small-Mid Capital Growth
Fund |
** |
|
|
3,252,921 |
|
|
|
|
|
|
Mutual Fund |
(111,977 shares) |
|
|
|
|
|
|
|
|
|
|
|
* |
BlackRock |
|
BlackRock Basic Value A |
** |
|
|
9,456,647 |
|
|
|
|
|
|
Mutual Fund |
(410,801 shares) |
|
|
|
|
|
|
|
|
|
|
|
* |
BlackRock |
|
BlackRock Balanced Capital Fund
A |
** |
|
|
5,109,010 |
|
|
|
|
|
|
Mutual Fund |
(260,265 shares) |
|
|
|
|
|
|
|
|
|
|
|
* |
BlackRock |
|
BlackRock High Income Fund A |
** |
|
|
787,107 |
|
|
|
|
|
|
Mutual Fund |
(180,529 shares) |
|
|
|
|
|
|
|
|
|
|
|
* |
BlackRock |
|
BlackRock Pacific Fund A |
** |
|
|
1,010,165 |
|
|
|
|
|
|
Mutual Fund |
(52,367 shares) |
|
|
|
|
|
|
|
|
|
|
|
|
PIMCO |
|
PIMCO Total Return Fund |
** |
|
|
12,340,689 |
|
|
|
|
|
|
Mutual Fund |
(1,142,656 shares) |
|
|
|
|
|
|
|
|
|
|
|
* |
BlackRock |
|
BlackRock S&P 500 Index I |
** |
|
|
2,864,969 |
|
|
|
|
|
|
Mutual Fund |
(210,196 shares) |
|
|
|
|
|
|
|
(Continued)
|
14
LAYNE CHRISTENSEN COMPANY CAPITAL ACCUMULATION PLAN
FORM 5500, SCHEDULE H, PART IV, LINE 4i-SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2009
|
|
|
|
|
|
|
|
|
|
|
|
| (a) |
|
|
(b) |
|
(c) |
|
(d) |
|
|
(e) |
|
|
|
|
|
|
Description of Investment
including maturity |
|
|
|
|
|
|
|
|
|
Identity of Issuer, Borrower,
Lessor or |
|
date, rate of interest,
collateral, par or |
|
|
|
|
|
|
|
|
|
|
|
maturity value |
|
Cost |
|
|
Current
Value |
|
|
|
|
Seligman |
|
Seligman Communications and Information
Fund |
|
** |
|
$ |
2,497,215 |
|
|
|
|
|
|
Mutual Fund (64,394 shares) |
|
|
|
|
|
|
|
|
|
|
|
|
* |
BlackRock Global Resources
Portfolio |
|
BlackRock Global Resources
Portfolio |
|
** |
|
|
3,861,291 |
|
|
|
|
|
|
Mutual Fund (121,234 shares) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Davis New York |
|
Davis New York Venture Fund |
|
** |
|
|
9,916,249 |
|
|
|
|
|
|
Mutual Fund (320,086 shares) |
|
|
|
|
|
|
|
|
|
|
|
|
* |
Plan Participants |
|
Participant Promissory Notes |
|
|
|
|
2,213,697 |
|
|
|
|
|
|
Interest rates ranging from 3.25% to
10.25%; maturity dates |
|
|
|
|
|
|
|
|
|
|
|
through April 2024. |
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL INVESTMENTS |
|
|
|
|
|
$ |
92,441,764 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
Indicates
party-in-interest to the Plan. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
** |
Cost
information is not required for participant-directed investments and,
therefore, is not included. |
(Concluded) |
15
SIGNATURES
The Plan. Pursuant
to the requirements of the Securities Exchange Act of 1934, the trustees (or
other persons who administer the employee benefit plan) have duly caused this
annual report to be signed on its behalf by the undersigned hereunto duly
authorized.
| |
|
|
|
|
|
LAYNE CHRISTENSEN COMPANY |
|
|
|
CAPITAL ACCUMULATION PLAN |
| |
| |
| DATE: June 29, 2010 |
By Layne Christensen Company
|
| |
| |
|
|
|
By
|
/s/ Jerry W.
Fanska |
|
|
|
|
Jerry W. Fanska |
|
|
|
|
Sr. Vice President – Finance and
Treasurer |
16
EXHIBIT INDEX
| Exhibit |
|
|
| Number |
Description of
Documents |
Page |
| 23 |
Consent
of Independent Registered Public Accounting Firm |
18 |
17