1
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM 10-Q
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[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended December 31, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number. 333-64745
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PENHALL INTERNATIONAL CORP.
(Exact Name of registrant as specified in its charter)
ARIZONA 86-0634394
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1801 PENHALL WAY, ANAHEIM, CA 92803
(Address of principal executive offices) (Zip Code)
(714) 772-6450
(Registrant's telephone number, including area code)
----------------
Indicate by check mark whether the Registrant (1) filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
CLASS AND TITLE OF SHARES OUTSTANDING AS OF
CAPITAL STOCK FEBRUARY 12, 2001
------------- -----------------
Common Stock, $.01 Par Value 1,017,480
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2
PENHALL INTERNATIONAL CORP.
INDEX
Page No.
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Part I - Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets as of June 30, 2000 and December 31, 2000.......... 3
Consolidated Statements of Operations for the three and six month
periods ended December 31, 1999 and 2000..................................... 4
Consolidated Statements of Cash Flows for the six month periods ended
December 31, 1999 and 2000................................................... 5
Notes to Consolidated Financial Statements..................................... 6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations........................................................ 16
Item 3. Quantitative and Qualitative Disclosures about Market Risk..................... 19
Part II - Other Information
Items 1-5 are not applicable
Item 6. Exhibits and Reports on Form 8-K............................................... 19
a) Exhibits
None
b) Reports on Form 8-K
None
2
3
ITEM 1. FINANCIAL INFORMATION
PENHALL INTERNATIONAL CORP.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31,
JUNE 30, 2000
2000 (UNAUDITED)
------------- -------------
ASSETS
Current assets:
Cash and cash equivalents .............................................................. $ 2,109,000 $ 929,000
Receivables:
Contract and trade receivables .............................................. 31,834,000 30,771,000
Contract retentions ......................................................... 5,724,000 6,353,000
------------- -------------
37,558,000 37,124,000
Less allowance for doubtful receivables ..................................... 1,617,000 2,020,000
------------- -------------
Net receivables .................................................... 35,941,000 35,104,000
Costs and estimated earnings in excess of billings on uncompleted contracts ............ 4,126,000 458,000
Deferred tax assets .................................................................... 2,318,000 2,318,000
Inventories ............................................................................ 1,741,000 1,717,000
Prepaid expenses and other current assets .............................................. 916,000 1,240,000
------------- -------------
Total current assets ............................................... 47,151,000 41,766,000
Property, plant and equipment, at cost:
Land ................................................................................... 5,229,000 5,229,000
Buildings and leasehold improvements ................................................... 8,135,000 9,336,000
Construction and other equipment ....................................................... 102,284,000 109,651,000
------------- -------------
115,648,000 124,216,000
Less accumulated depreciation and amortization ......................................... 53,924,000 59,387,000
------------- -------------
Net property, plant and equipment .................................. 61,724,000 64,829,000
Goodwill, net of accumulated amortization ................................................ 7,566,000 7,599,000
Debt issuance costs, net of accumulated amortization ..................................... 4,946,000 4,504,000
Other assets, net ........................................................................ 775,000 612,000
------------- -------------
$ 122,162,000 $ 119,310,000
============= =============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Current installments of long-term debt ................................................. $ 4,649,000 $ 5,852,000
Trade accounts payable ................................................................. 10,953,000 5,845,000
Accrued liabilities .................................................................... 14,045,000 13,277,000
Income taxes payable ................................................................... 451,000 1,539,000
Billings in excess of costs and estimated earnings on uncompleted contracts ............ 2,635,000 725,000
------------- -------------
Total current liabilities .......................................... 32,733,000 27,238,000
Long-term debt, excluding current installments ........................................... 20,586,000 18,468,000
Senior notes ............................................................................. 100,000,000 100,000,000
Deferred tax liabilities ................................................................. 6,045,000 6,045,000
Senior Exchangeable Preferred Stock, redemption value $12,220,000
and $12,884,000 at June 30, 2000 and December 31, 2000,
respectively. Authorized, issued and outstanding 10,000 shares at
June 30, 2000 and December 31, 2000 .................................................... 12,220,000 12,884,000
Series A Preferred Stock, redemption value $13,365,000 and
$14,271,000 at June 30, 2000 and December 31, 2000, respectively.
Authorized 25,000 shares; issued and outstanding 10,428 shares at
June 30, 2000 and December 31, 2000 .................................................... 13,365,000 14,271,000
Stockholders' deficit:
Series B Preferred Stock, par value $.01 per share. Authorized
50,000 shares; issued and outstanding 19,052 at June 30, 2000 and
19,198 shares at December 31, 2000 ................................................... 24,385,000 26,227,000
Common stock, $.01 par value. Authorized 5,000,000 shares; issued
and outstanding 1,012,513 at June 30, 2000 and 1,017,480 shares at
December 31, 2000 .................................................................... 10,000 10,000
Additional paid-in capital ............................................................. 1,522,000 1,831,000
Treasury stock, at cost, 6,014 common shares at June 30, 2000 and December 31, 2000 ... (14,000) (14,000)
Accumulated deficit .................................................................... (88,690,000) (87,650,000)
------------- -------------
Total stockholders' deficit ........................................ (62,787,000) (59,596,000)
Commitments and contingencies .......................................................... -- --
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$ 122,162,000 $ 119,310,000
============= =============
See accompanying notes to consolidated financial statements.
3
4
PENHALL INTERNATIONAL CORP.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
THREE MONTH PERIODS SIX MONTH PERIODS
ENDED DECEMBER 31, ENDED DECEMBER 31,
------------------ ------------------
1999 2000 1999 2000
------------ ------------ ------------ ------------
Revenues ............................................. $ 40,768,000 $ 41,565,000 $ 90,625,000 $ 94,911,000
Cost of revenues ..................................... 27,556,000 29,119,000 61,399,000 65,914,000
------------ ------------ ------------ ------------
Gross profit ....................................... 13,212,000 12,446,000 29,226,000 28,997,000
General and administrative expenses .................. 7,055,000 7,273,000 15,632,000 14,874,000
Other operating income, net .......................... 267,000 356,000 568,000 787,000
------------ ------------ ------------ ------------
Earnings before interest expense and income taxes .. 6,424,000 5,529,000 14,162,000 14,910,000
Interest expense ..................................... 3,960,000 3,821,000 7,912,000 7,678,000
------------ ------------ ------------ ------------
Earnings before income taxes ....................... 2,464,000 1,708,000 6,250,000 7,232,000
Income tax expense ................................... 929,000 701,000 2,563,000 2,966,000
------------ ------------ ------------ ------------
Net earnings ......................................... 1,535,000 1,007,000 3,687,000 4,266,000
------------ ------------ ------------ ------------
Accretion of preferred stock to redemption value ..... (707,000) (797,000) (1,393,000) (1,570,000)
Accrual of cumulative dividends on preferred stock ... (727,000) (844,000) (1,420,000) (1,656,000)
------------ ------------ ------------ ------------
Income (loss) available to common stockholders ....... $ 101,000 $ (634,000) $ 874,000 $ 1,040,000
============ ============ ============ ============
Earnings (loss) per share:
Basic and diluted .................................. $ 10 $ (.62) $ .88 $ 1.03
Weighted average number of shares outstanding:
Basic and diluted .................................. 999,319 1,016,400 996,898 1,014,457
See accompanying notes to consolidated financial statements.
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5
PENHALL INTERNATIONAL CORP.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
SIX MONTH PERIODS
ENDED DECEMBER 31,
----------------------------
1999 2000
------------ ------------
Cash flows from operating activities:
Net earnings ................................................................................... $ 3,687,000 $ 4,266,000
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization ................................................................ 7,073,000 7,901,000
Amortization of debt issuance costs .......................................................... 442,000 442,000
Provision for doubtful accounts .............................................................. 717,000 403,000
Gain on sale of assets ....................................................................... (97,000) (219,000)
Changes in assets and liabilities, net of effects of September 2000 asset purchase:
Receivables ................................................................................ (2,577,000) 434,000
Inventories, prepaid expenses and other assets ............................................. (989,000) (236,000)
Costs and estimated earnings in excess of billings on uncompleted contracts ................ 1,068,000 3,668,000
Trade accounts payable, accrued liabilities and income taxes payable ....................... (339,000) (5,795,000)
Billings in excess of costs and estimated earnings on uncompleted contracts ................ 36,000 (1,910,000)
------------ ------------
Net cash provided by operating activities .............................................. 9,021,000 8,954,000
------------ ------------
Cash flows from investing activities:
Proceeds from sale of assets ................................................................... 317,000 635,000
Capital expenditures ........................................................................... (7,708,000) (9,493,000)
Purchase of assets of Advanced Concrete Sawing & Drilling ...................................... -- (317,000)
------------ ------------
Net cash used in investing activities .................................................. (7,391,000) (9,175,000)
------------ ------------
Cash flows from financing activities:
Borrowings under long-term debt ................................................................ 11,600,000 25,494,000
Repayments of long-term debt ................................................................... (17,863,000) (27,516,000)
Book overdraft ................................................................................. 2,542,000 567,000
Debt issuance costs ............................................................................ (7,000) --
Proceeds from issuance of common stock ......................................................... 488,000 309,000
Repurchase of common stock and Series B preferred stock ........................................ (28,000) --
Issuance of Series B preferred stock ........................................................... 523,000 187,000
------------ ------------
Net cash used in financing activities .................................................. (2,745,000) (959,000)
------------ ------------
Net decrease in cash and cash equivalents .............................................. (1,115,000) (1,180,000)
Cash and cash equivalents at beginning of period ................................................. 3,085,000 2,109,000
------------ ------------
Cash and cash equivalents at end of period ....................................................... $ 1,970,000 $ 929,000
============ ============
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Income taxes ................................................................................. $ 185,000 $ 1,878,000
============ ============
Interest ..................................................................................... $ 8,008,000 $ 7,133,000
============ ============
Supplemental disclosure of noncash investing and financing activities:
Accrued liabilities related to the purchase of assets of Advanced Concrete Sawing & Drilling .. $ -- $ 440,000
============ ============
Borrowings related to the purchase of assets of Advanced Concrete Sawing & Drilling ............ $ -- $ 339,000
============ ============
Borrowings related to capital leases and equipment financing agreements ........................ $ 2,530,000 $ 768,000
============ ============
Accretion of preferred stock to redemption value ............................................... $ 1,393,000 $ 1,570,000
============ ============
Accrual of cumulative dividends on preferred stock ............................................. $ 1,420,000 $ 1,656,000
============ ============
See accompanying notes to consolidated financial statements.
5
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PENHALL INTERNATIONAL CORP.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000
(UNAUDITED)
(1) BASIS OF PRESENTATION
Penhall International, Inc. ("PII") was founded in 1957 and was incorporated
in the state of California on April 19, 1988. On August 4, 1998, $100,000,000 of
12% Senior Notes (the Senior Notes) were sold by Penhall Acquisition Corp., an
Arizona corporation formed by an unrelated third party (the Third Party) to
effect the recapitalization of PII. As part of the recapitalization, a series of
mergers (the Recapitalization Mergers) were consummated pursuant to which
Phoenix Concrete Cutting, Inc., a wholly-owned subsidiary of PII, became the
corporate parent of PII, the Third Party acquired a 62.5% interest in Phoenix
Concrete Cutting, Inc. and Phoenix Concrete Cutting, Inc. became the successor
obligor of the Senior Notes. Following the consummation of the Recapitalization
Mergers, Phoenix Concrete Cutting, Inc. changed its name to Penhall
International Corp., and PII changed its name to Penhall Rental Corp.
Under generally accepted accounting principles, the Recapitalization Mergers
were accounted for as a leveraged recapitalization transaction in a manner
similar to a pooling-of-interests. Under this method, the transfer of
controlling interest in PII to the Third-Party did not change the accounting
basis of the assets and liabilities in PII's separate stand-alone financial
statements.
The accompanying unaudited condensed consolidated financial statements of
Penhall International Corp. ("Penhall" or the "Company") have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Article 10 of Regulation
S-X. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included.
Results of operations for the six month period ended December 31, 2000 are
not necessarily indicative of the results that may be expected for the year
ending June 30, 2001. The unaudited condensed consolidated financial statements
included herein should be read in conjunction with the Company's audited
consolidated financial statements and footnotes thereto included in the Form
10-K for the year ended June 30, 2000.
EARNINGS (LOSS) PER SHARE
Basic earnings (loss) per share is computed by dividing adjusted net income
(loss) available to common stockholders by the weighted average number of common
shares outstanding during the period. Diluted earnings (loss) per share is
calculated by dividing net income (loss) available to common stockholders by the
weighted average number of common shares outstanding during the period plus the
impact of assumed potential dilutive securities. There were no potential
dilutive securities for the periods presented.
6
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PENHALL INTERNATIONAL CORP.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2000
(UNAUDITED)
(2) COMMITMENTS AND CONTINGENCIES
LITIGATION
There are various lawsuits and claims pending against and claims being
pursued by the Company and its subsidiaries arising out of the normal course of
business. It is management's present opinion, based in part upon the advice of
legal counsel, that the outcome of these proceedings will not have a material
effect on the Company's consolidated financial statements taken as a whole.
(3) ACQUISITION
In September 2000, the Company purchased certain assets of Advanced Concrete
Sawing & Drilling for $1,096,000. The purchase price included a cash payment of
$317,000, $40,000 of covenants not to compete payable in equal installments
through September 2004, $400,000 of additional consideration payable in equal
installments in October 2000 and September 2001, and a seller unsecured
carryback note of $339,000 at 10.0% interest, payable in installments of
$100,000 due in September 2001 and $300,000 due in September 2002. The excess of
the purchase price over the fair value of the net identifiable assets acquired
of $384,000 has been recorded as goodwill and is being amortized on a
straight-line basis over 15 years.
(4) CONDENSED CONSOLIDATING FINANCIAL INFORMATION
The following consolidating financial information is presented for purposes
of complying with the reporting requirements of the Guarantor Subsidiaries,
(Penhall Rental Corp. and Penhall Company). The condensed consolidating
financial information presents condensed financial statements as of June 30,
2000 and December 31, 2000 and for the three and six month periods ended
December 31, 1999 and 2000 of:
a) Penhall International Corp. on a parent company only basis ("Parent")
(carrying its investments in the subsidiaries under the equity method),
b) the Guarantor Subsidiaries (Penhall Rental Corp. and Penhall Company)
c) elimination entries necessary to consolidate the parent company and its
subsidiaries, and
d) the Company on a consolidated basis.
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8
PENHALL INTERNATIONAL CORP.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2000
(UNAUDITED)
CONDENSED CONSOLIDATING BALANCE SHEET
JUNE 30, 2000
---------------------------------------------------------------------------------
PENHALL PENHALL
INTERNATIONAL RENTAL PENHALL
CORP. CORP. COMPANY ELIMINATIONS CONSOLIDATED
------------- ------------- ------------- ------------- -------------
Assets
Current assets:
Receivables, net ................ $ -- $ -- $ 35,941,000 $ -- $ 35,941,000
Inventories ..................... -- -- 1,741,000 -- 1,741,000
Costs and estimated earnings
in excess of billings on
uncompleted contracts ......... -- -- 4,126,000 -- 4,126,000
Intercompany assets ............. 41,702,000 -- -- (41,702,000) --
Other current assets ............ 217,000 1,394,000 3,732,000 -- 5,343,000
------------- ------------- ------------- ------------- -------------
Total current assets .......... 41,919,000 1,394,000 45,540,000 (41,702,000) 47,151,000
Intercompany assets ................ 10,000,000 -- -- (10,000,000) --
Net property, plant and equipment .. -- 8,882,000 52,842,000 -- 61,724,000
Other assets, net .................. 4,946,000 -- 8,341,000 -- 13,287,000
Investment in parent ............... -- 4,001,000 -- (4,001,000) --
Investment in subsidiaries ......... 41,222,000 -- -- (41,222,000) --
------------- ------------- ------------- ------------- -------------
$ 98,087,000 $ 14,277,000 $ 106,723,000 $ (96,925,000) $ 122,162,000
============= ============= ============= ============= =============
Liabilities and Stockholders' Equity
(Deficit):
Current installments of long-term
debt ............................ $ 3,000,000 $ 3,000 $ 1,646,000 $ -- $ 4,649,000
Trade accounts payable ............. -- 103,000 10,850,000 -- 10,953,000
Accrued liabilities ................ 5,066,000 -- 8,979,000 -- 14,045,000
Income taxes payable ............... 451,000 -- -- -- 451,000
Billings in excess of costs and
estimated earnings on
uncompleted contracts ........... -- -- 2,635,000 -- 2,635,000
Intercompany liabilities ........... 2,922,000 35,586,000 3,194,000 (41,702,000) --
------------- ------------- ------------- ------------- -------------
Total current liabilities ..... 11,439,000 35,692,000 27,304,000 (41,702,000) 32,733,000
Intercompany liabilities ........... -- -- 10,000,000 (10,000,000) --
Long-term debt, excluding current
installments .................... 19,850,000 203,000 533,000 -- 20,586,000
Senior notes ....................... 100,000,000 -- -- -- 100,000,000
Deferred tax liabilities ........... -- (540,000) 6,585,000 -- 6,045,000
Senior Exchangeable Preferred
stock ............................ 12,220,000 -- -- -- 12,220,000
Series A Preferred stock ........... 13,365,000 -- -- -- 13,365,000
Stockholders' equity (deficit) ..... (58,787,000) (21,078,000) 62,301,000 (45,223,000) (62,787,000)
------------- ------------- ------------- ------------- -------------
$ 98,087,000 $ 14,277,000 $ 106,723,000 $ (96,925,000) $ 122,162,000
============= ============= ============= ============= =============
8
9
PENHALL INTERNATIONAL CORP.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2000
(UNAUDITED)
CONDENSED CONSOLIDATING BALANCE SHEET
DECEMBER 31, 2000
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PENHALL PENHALL
INTERNATIONAL RENTAL PENHALL
CORP. CORP. COMPANY ELIMINATIONS CONSOLIDATED
------------- ------------- ------------- ------------- -------------
Assets
Current assets:
Receivables, net ........................ $ -- $ -- $ 35,104,000 $ -- $ 35,104,000
Inventories ............................. -- -- 1,717,000 -- 1,717,000
Costs and estimated earnings in excess of
billings on uncompleted contracts .... -- -- 458,000 -- 458,000
Intercompany assets ..................... 36,037,000 -- -- (36,037,000) --
Other current assets .................... 151,000 935,000 3,401,000 -- 4,487,000
------------- ------------- ------------- ------------- -------------
Total current assets ................. 36,188,000 935,000 40,680,000 (36,037,000) 41,766,000
Intercompany assets ........................ 9,002,000 -- -- (9,002,000) --
Net property, plant and equipment .......... -- 9,844,000 54,985,000 -- 64,829,000
Other assets, net .......................... 4,504,000 -- 8,211,000 -- 12,715,000
Investment in parent ....................... -- 4,001,000 -- (4,001,000) --
Investment in subsidiaries ................. 50,075,000 -- -- (50,075,000) --
------------- ------------- ------------- ------------- -------------
$ 99,769,000 $ 14,780,000 $ 103,876,000 $ (99,115,000) $ 119,310,000
============= ============= ============= ============= =============
Liabilities and Stockholders' Equity
(Deficit)
Current installments of long-term debt ..... $ 4,000,000 $ 3,000 $ 1,849,000 $ -- $ 5,852,000
Trade accounts payable ..................... -- 93,000 5,752,000 -- 5,845,000
Accrued liabilities ........................ 5,170,000 (20,000) 8,127,000 -- 13,277,000
Income taxes payable ....................... 1,539,000 -- -- -- 1,539,000
Billings in excess of costs and estimated
earnings on uncompleted contracts ....... -- -- 725,000 -- 725,000
Intercompany liabilities ................... -- 35,816,000 221,000 (36,037,000) --
------------- ------------- ------------- ------------- -------------
Total current liabilities ............... 10,709,000 35,892,000 16,674,000 (36,037,000) 27,238,000
Intercompany liabilities ................... -- -- 9,002,000 (9,002,000) --
Long-term debt, excluding
current installments .................... 17,500,000 195,000 773,000 -- 18,468,000
Senior notes ............................... 100,000,000 -- -- -- 100,000,000
Deferred tax liabilities ................... -- (540,000) 6,585,000 -- 6,045,000
Senior Exchangeable Preferred stock ........ 12,884,000 -- -- -- 12,884,000
Series A Preferred stock ................... 14,271,000 -- -- -- 14,271,000
Stockholders' equity (deficit) ............. (55,595,000) (20,767,000) 70,842,000 (54,076,000) (59,596,000)
------------- ------------- ------------- ------------- -------------
$ 99,769,000 $ 14,780,000 $ 103,876,000 $ (99,115,000) $ 119,310,000
============= ============= ============= ============= =============
9
10
PENHALL INTERNATIONAL CORP.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2000
(UNAUDITED)
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
THREE MONTH PERIOD ENDED DECEMBER 31, 1999
--------------------------------------------------------------------
PENHALL PENHALL
INTERNATIONAL RENTAL PENHALL
CORP. CORP. COMPANY ELIMINATIONS CONSOLIDATED
------------- -------- ----------- ------------ ------------
Revenues ......................... $ -- $319,000 $40,768,000 $ (319,000) $40,768,000
Cost of revenues ................. -- -- 27,556,000 -- 27,556,000
----------- -------- ----------- ----------- -----------
Gross profit .................. -- 319,000 13,212,000 (319,000) 13,212,000
General and administrative
expenses ...................... 149,000 110,000 7,115,000 (319,000) 7,055,000
Other operating income, net ...... 27,000 -- 240,000 -- 267,000
Equity earnings in subsidiaries .. 3,859,000 -- -- (3,859,000) --
----------- -------- ----------- ----------- -----------
Earnings before interest
expense and income taxes .... 3,737,000 209,000 6,337,000 (3,859,000) 6,424,000
Interest expense ................. 3,815,000 27,000 118,000 -- 3,960,000
----------- -------- ----------- ----------- -----------
Earnings before income
taxes ....................... (78,000) 182,000 6,219,000 (3,859,000) 2,464,000
Income tax expense (benefit) ..... (1,613,000) 75,000 2,467,000 -- 929,000
----------- -------- ----------- ----------- -----------
Net earnings ..................... $ 1,535,000 $107,000 $ 3,752,000 $(3,859,000) $ 1,535,000
=========== ======== =========== =========== ===========
10
11
PENHALL INTERNATIONAL CORP.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2000
(UNAUDITED)
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
THREE MONTH PERIOD ENDED DECEMBER 31, 2000
--------------------------------------------------------------------
PENHALL PENHALL
INTERNATIONAL RENTAL PENHALL
CORP. CORP. COMPANY ELIMINATIONS CONSOLIDATED
----------- -------- ----------- ------------ ------------
Revenues ......................... $ -- $380,000 $41,565,000 $ (380,000) $41,565,000
Cost of revenues ................. -- -- 29,119,000 -- 29,119,000
----------- -------- ----------- ----------- -----------
Gross profit .................. -- 380,000 12,446,000 (380,000) 12,446,000
General and administrative
expenses ..................... 99,000 120,000 7,434,000 (380,000) 7,273,000
Other operating income, net ...... 1,000 -- 355,000 -- 356,000
Equity earnings in subsidiaries .. 3,287,000 -- -- (3,287,000) --
----------- -------- ----------- ----------- -----------
Earnings before interest
expense and income taxes .... 3,189,000 260,000 5,367,000 (3,287,000) 5,529,000
Interest expense ................. 3,766,000 -- 55,000 -- 3,821,000
----------- -------- ----------- ----------- -----------
Earnings before income
taxes ....................... (577,000) 260,000 5,312,000 (3,287,000) 1,708,000
Income tax expense (benefit) ..... (1,584,000) 107,000 2,178,000 -- 701,000
----------- -------- ----------- ----------- -----------
Net earnings ..................... $ 1,007,000 $153,000 $ 3,134,000 $(3,287,000) $ 1,007,000
=========== ======== =========== =========== ===========
11
12
PENHALL INTERNATIONAL CORP.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2000
(UNAUDITED)
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
SIX MONTH PERIOD ENDED DECEMBER 31, 1999
--------------------------------------------------------------------
PENHALL PENHALL
INTERNATIONAL RENTAL PENHALL
CORP. CORP. COMPANY ELIMINATIONS CONSOLIDATED
------------- -------- ----------- ------------ ------------
Revenues ......................... $ -- $638,000 $90,625,000 $ (638,000) $90,625,000
Cost of revenues ................. -- -- 61,399,000 -- 61,399,000
----------- -------- ----------- ----------- -----------
Gross profit .................. -- 638,000 29,226,000 (638,000) 29,226,000
General and administrative
expenses .................... 271,000 231,000 15,768,000 (638,000) 15,632,000
Other operating income, net ...... 44,000 -- 524,000 -- 568,000
Equity earnings in subsidiaries .. 8,318,000 -- -- (8,318,000) --
----------- -------- ----------- ----------- -----------
Earnings before interest
expense and income taxes ... 8,091,000 407,000 13,982,000 (8,318,000) 14,162,000
Interest expense ................. 7,621,000 27,000 264,000 -- 7,912,000
----------- -------- ----------- ----------- -----------
Earnings before income
taxes ....................... 470,000 380,000 13,718,000 (8,318,000) 6,250,000
Income tax expense (benefit) ..... (3,217,000) 156,000 5,624,000 -- 2,563,000
----------- -------- ----------- ----------- -----------
Net earnings ..................... $ 3,687,000 $224,000 $ 8,094,000 $(8,318,000) $ 3,687,000
=========== ======== =========== =========== ===========
12
13
PENHALL INTERNATIONAL CORP.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2000
(UNAUDITED)
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
SIX MONTH PERIOD ENDED DECEMBER 31, 2000
-------------------------------------------------------------------
PENHALL PENHALL
INTERNATIONAL RENTAL PENHALL
CORP. CORP. COMPANY ELIMINATIONS CONSOLIDATED
------------- -------- ----------- ------------ ------------
Revenues ......................... $ -- $767,000 $94,911,000 $ (767,000) $94,911,000
Cost of revenues ................. -- -- 65,914,000 -- 65,914,000
----------- -------- ----------- ----------- -----------
Gross profit .................. -- 767,000 28,997,000 (767,000) 28,997,000
General and administrative
expenses .................... 209,000 238,000 15,194,000 (767,000) 14,874,000
Other operating income, net ...... 5,000 -- 782,000 -- 787,000
Equity earnings in subsidiaries .. 8,853,000 -- -- (8,853,000) --
----------- -------- ----------- ----------- -----------
Earnings before interest
expense and income taxes ... 8,649,000 529,000 14,585,000 (8,853,000) 14,910,000
Interest expense ................. 7,570,000 -- 108,000 -- 7,678,000
----------- -------- ----------- ----------- -----------
Earnings before income
taxes ....................... 1,079,000 529,000 14,477,000 (8,853,000) 7,232,000
Income tax expense (benefit) ..... (3,187,000) 217,000 5,936,000 -- 2,966,000
----------- -------- ----------- ----------- -----------
Net earnings ..................... $ 4,266,000 $312,000 $ 8,541,000 $(8,853,000) $ 4,266,000
=========== ======== =========== =========== ===========
13
14
PENHALL INTERNATIONAL CORP.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2000
(UNAUDITED)
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW
SIX MONTH PERIOD ENDED DECEMBER 31, 1999
------------------------------------------------------------------------
PENHALL PENHALL
INTERNATIONAL RENTAL PENHALL
CORP. CORP. COMPANY ELIMINATIONS CONSOLIDATED
------------ ----------- ------------ ------------ ------------
Net cash provided by (used in)
operating activities .................. $ (2,084,000) $ 275,000 $ 10,830,000 $ -- $ 9,021,000
------------ ----------- ------------ ---------- ------------
Cash flows from investing activities:
Proceeds from sale of assets .......... -- -- 317,000 -- 317,000
Capital expenditures .................. -- (5,000) (7,703,000) -- (7,708,000)
------------ ----------- ------------ ---------- ------------
Net cash provided by (used in)
investing activities ......... -- (5,000) (7,386,000) -- (7,391,000)
------------ ----------- ------------ ---------- ------------
Cash flows from financing activities:
Due to (from) affiliates .............. 6,108,000 (451,000) (5,657,000) -- --
Borrowings under long-term debt ....... 11,600,000 -- -- -- 11,600,000
Repayments of long-term debt .......... (16,600,000) (8,000) (1,255,000) -- (17,863,000)
Book overdraft ........................ -- -- 2,542,000 -- 2,542,000
Debt issuance costs ................... (7,000) -- -- -- (7,000)
Proceeds from issuance of common
stock ............................... 488,000 -- -- -- 488,000
Repurchase of common stock and
Series B preferred stock ............ (28,000) -- -- -- (28,000)
Issuance of Series B preferred stock .. 523,000 -- -- -- 523,000
------------ ----------- ------------ ---------- ------------
Net cash provided by (used in)
financing activities ......... 2,084,000 (459,000) (4,370,000) -- (2,745,000)
------------ ----------- ------------ ---------- ------------
Net decrease in cash and
cash equivalents ............. -- (189,000) (926,000) -- (1,115,000)
Cash and cash equivalents at
beginning of period ................... -- 1,853,000 1,232,000 -- 3,085,000
------------ ----------- ------------ ---------- ------------
Cash and cash equivalents at
end of period ......................... $ -- $ 1,664,000 $ 306,000 $ -- $ 1,970,000
============ =========== ============ ========== ============
14
15
PENHALL INTERNATIONAL CORP.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2000
(UNAUDITED)
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW
SIX MONTH PERIOD ENDED DECEMBER 31, 2000
-----------------------------------------------------------------------
PENHALL PENHALL
INTERNATIONAL RENTAL PENHALL
CORP. CORP. COMPANY ELIMINATIONS CONSOLIDATED
------------ ----------- ------------ ------------ ------------
Net cash provided by (used in)
operating activities ................... $(2,986,000) $ 512,000 $ 11,428,000 $ -- $ 8,954,000
------------ ----------- ------------ ---------- ------------
Cash flows from investing activities:
Proceeds from sale of assets ............ -- -- 635,000 -- 635,000
Capital expenditures .................... -- (1,176,000) (8,317,000) -- (9,493,000)
Acquisition of assets ................... -- -- (317,000) -- (317,000)
------------ ----------- ------------ ---------- ------------
Net cash used in
investing activities .......... -- (1,176,000) (7,999,000) -- (9,175,000)
------------ ----------- ------------ ---------- ------------
Cash flows from financing activities:
Due to (from) affiliates ................ 3,740,000 231,000 (3,971,000) -- --
Borrowings under long-term debt ......... 25,494,000 -- -- -- 25,494,000
Repayments of long-term debt ............ (26,844,000) (8,000) (664,000) -- (27,516,000)
Book overdraft .......................... -- -- 567,000 -- 567,000
Proceeds from issuance of common stock .. 309,000 -- -- -- 309,000
Issuance of Series B preferred stock .... 187,000 -- -- -- 187,000
------------ ----------- ------------ ---------- ------------
Net cash provided by (used in)
financing activities .......... 2,886,000 223,000 (4,068,000) -- (959,000)
------------ ----------- ------------ ---------- ------------
Net decrease in cash
and cash equivalents .......... (100,000) (441,000) (639,000) -- (1,180,000)
Cash and cash equivalents at
beginning of period ................... 100,000 1,370,000 639,000 -- 2,109,000
------------ ----------- ------------ ---------- ------------
Cash and cash equivalents at
end of period ......................... $ -- $ 929,000 $ -- $ -- $ 929,000
============ =========== ============ ========== ============
15
16
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion of the results of operations and financial condition
of Penhall International Corp. (Penhall) should be read in conjunction with the
unaudited condensed consolidated financial statements and footnotes thereto
included in this quarterly report on Form 10-Q and the Company's audited
consolidated financial statements and footnotes thereto included in the annual
report on Form 10-K, filed with the Securities and Exchange Commission.
GENERAL
Penhall was founded in 1957 in Anaheim, California with one piece of
equipment, and today is one of the largest Operated Equipment Rental Services
companies in the United States. Penhall differentiates itself from other
equipment rental companies by providing specialized services in connection with
infrastructure projects through renting equipment along with skilled operators
to serve customers in the construction, industrial, manufacturing, governmental
and residential markets. In addition, Penhall complements its Operated Equipment
Rental Services with fixed-price contracts, which serve to market its operated
equipment rental services business and increase utilization of its operated
equipment rental fleet. Penhall provides its services from 39 locations in
fourteen states, with a presence in some of the fastest growing states in terms
of construction spending and population growth.
The operated equipment rental industry is a specialized niche of the highly
fragmented United States equipment rental industry, in which there are
approximately 17,000 companies. Penhall has taken advantage of consolidation
opportunities by acquiring small companies in targeted markets as well as by
establishing new offices in those markets. Since 1994, Penhall has effected nine
strategic acquisitions, including Concrete Coring Company, an Austin-based
company acquired in 1995, Zig Zag Company, a Denver-based company acquired in
1996, Metro Concrete Cutting, an Atlanta-based company acquired in 1996, Highway
Services, a Minnesota-based company acquired in April 1998, Daley Concrete
Cutting, a South Carolina-based division of U.S. Rentals acquired in October
1998, Lipscomb Concrete Cutting, a North Carolina-based company acquired in
November 1998, Diamond Concrete Services, an Alabama-based company acquired in
April 1999, Prospect Drilling and Sawing, a Minneapolis-based company acquired
in June 1999 and Advance Concrete Sawing & Drilling, Inc., a Bakersfield
California-based company purchased in September 2000. During the same period,
Penhall established operations in five new markets by opening offices in Las
Vegas, Salt Lake City, Portland, Dallas and Richmond.
Penhall derives its revenues primarily from services provided for
infrastructure related jobs. Penhall's Operated Equipment Rental Services are
complemented by long-term fixed-price contracts. Penhall's revenues are derived
from highway-related projects, building-related projects, airport, residential
and other projects. The following table shows the breakdown of the components of
revenue for the periods indicated:
THREE MONTH PERIODS ENDED SIX MONTH PERIODS ENDED
DECEMBER 31, DECEMBER 31,
---------------------------------- ----------------------------------
1999 2000 1999 2000
--------------- --------------- --------------- ---------------
% OF % OF % OF % OF
$ TOTAL $ TOTAL $ TOTAL $ TOTAL
------- ----- ------- ----- ------- ----- ------- -----
(DOLLARS IN THOUSANDS) (DOLLARS IN THOUSANDS)
Operated Equipment Rental
Services ....................... $29,273 71.8% $31,995 77.0% $61,925 68.3% $67,438 71.1%
Contract Services(1) ............. 11,495 28.2% 9,570 23.0% 28,700 31.7% 27,473 28.9%
------- ----- ------- ----- ------- ----- ------- -----
Total Revenues ............... $40,768 100.0% $41,565 100.0% $90,625 100.0% $94,911 100.0%
======= ===== ======= ===== ======= ===== ======= =====
- ------------
(1) Contract services revenues exclude services performed by the operated
equipment rental divisions on long-term contracts.
Revenue growth is influenced by infrastructure change, including new
construction, modification and natural disasters, such as the 1989 and 1994
earthquakes in Northern and Southern California. Other factors that influence
Penhall's operations are demand for operated rental equipment, the amount and
quality of equipment available for rent, rental rates and general economic
conditions. Historically, revenues have been seasonal, as weather conditions
16
17
in the spring and summer months result in stronger performance in the first and
fourth fiscal quarters than in the second and third fiscal quarters.
The principal components of Penhall's operating costs include the cost of
labor, equipment rental fleet maintenance costs including parts and service,
equipment rental fleet depreciation, insurance and other direct operating costs.
Given the varied, and in some cases specialized, nature of its rental equipment,
Penhall utilizes a range of periods over which it depreciates its equipment on a
straight-line basis. On average, Penhall depreciates its equipment over an
estimated useful life of six years with a 10% residual value.
RESULTS OF OPERATIONS
Three Months Ended December 31, 2000 Compared to Three Months Ended
December 31, 1999
Revenues. Revenues for the three months ended December 31, 2000
("Interim 2001") were $41.6 million, an increase of 0.8 million or 2.0% over the
three months ended December 31, 1999 ("Interim 2000"). The growth in revenue
resulted primarily from the continued strength of the construction markets
served by the western region of the United States. Operated Equipment Rental
Services increased which were partially offset by a reduction in Contract
projects. The reduction in Contract projects is largely attributable to
increased competition on long-term contracts.
Gross Profit. Gross profit totaled $12.4 million in Interim 2001, a
decrease of $0.8 million or 5.8% from Interim 2000. Gross Profit as a percentage
of revenues decreased from 32.4% in Interim 2000 to 29.9% in Interim 2001. The
decrease in gross profit as a percentage of revenues was due to increased
competition in several of the Company's markets during Interim 2001 and an
increased use of subcontractors. The increased use of subcontractors resulted
from several contracts performed by the Company as the prime contractor. The
Company performs as both a prime contractor and a subcontractor. The mix of work
performed varies from quarter to quarter based upon opportunities available and
is not necessarily indicative of the future mix of revenues.
General and Administrative Expenses. General and administrative expenses
increased 3.1% from $7.1 million in Interim 2000 to $7.3 million in Interim
2001. As a percent of revenues, general and administrative expenses increased
slightly from 17.3% in Interim 2000 to 17.5% in Interim 2001. The increase in
general and administrative expense in Interim 2001 is primarily attributable to
increases in salaries and related expenses, due primarily to the addition of
employees.
Interest Expense. Interest expense decreased by $0.1 million or 3.5%
from Interim 2000 to Interim 2001. The small decrease in interest expense is
attributable to a reduction in borrowing offset by higher interest rates in
Interim 2001.
Income Tax Expense. The Company recorded an income tax provision of $0.7
million, or 41.0% of earnings before income taxes in Interim 2001, compared to
an income tax provision of $0.9 million, or 37.7% of earnings before income
taxes in Interim 2000. The lower tax rate in Interim 2000 was to reduce the
overall annual tax rate to the expected rate.
Six Months Ended December 31, 2000 Compared to Six Months Ended December
31, 1999
Revenues. Revenues for the six months ended December 31, 2000 ("Interim
2001") were $94.9 million, an increase of $4.3 million or 4.7% over the six
months ended December 31, 1999 ("Interim 2000"). Revenue growth was due
primarily to the continued strength in the construction markets served in the
western region of the United States partially offset in Interim 2001 by lower
revenues from the Highway Services Division. The decrease in revenues for the
Highway Services Division is attributable to increased competition in its
traditional markets, delays by various state Department of Transportation
agencies in releasing new contracts, as well as the division performing less
work as a prime contractor which resulted in a reduction of revenues.
Gross Profit. Gross profit totaled $29.0 million in Interim 2001, a
decrease of $0.2 million or 0.8% from Interim 2000. Gross profit as a percentage
of revenues decreased from 32.2% in Interim 2000 to 30.6% in Interim
17
18
2001. The increase in gross profit attributable to increased revenue was offset
by lower gross profit on Contract projects in Interim 2001. The decrease in
gross profit as a percentage of revenues was due to increased competition in
several Company markets during Interim 2001 and an increase in subcontract
costs. The Company divisions most impacted by increased competition were the
markets served by Highway Services and offices located in the southwest and
southern regions of the United States.
General and Administrative Expenses. General and administrative expenses
of $14.9 million in Interim 2001 were $0.8 or 4.8% lower than Interim 2000. As a
percent of revenues, general and administrative expenses were 17.2% in Interim
2000 and 15.7% in Interim 2001. The decrease in general and administrative
expenses in Interim 2001, both in terms of dollars and as a percentage of
revenues, is primarily attributable to decreases in legal and bad debt expenses
of $0.2 and $0.6 million, respectively.
Interest Expense. Interest expense was $7.7 million in Interim 2001
compared to $7.9 million in Interim 2000. The $0.2 million or 3.0% decrease in
interest expense in Interim 2001 is attributable to lower borrowings partially
offset by higher interest rates in Interim 2001.
Income Tax Expense. The Company recorded an income tax provision of $3.0
million, or 41% of earnings before income taxes, in Interim 2001 compared to an
income tax provision of $2.6 million or 41% of earnings before income taxes in
Interim 2000.
LIQUIDITY AND CAPITAL RESOURCES
It is anticipated that the Company's principal uses of liquidity will be to
fund working capital, meet debt service requirements and finance the Company's
strategy of pursuing strategic acquisitions and expanding through internal
growth. The Company's principal sources of liquidity are expected to be cash
flow from operations and borrowings under the New Credit Facility. The New
Credit Facility consists of two facilities: (i) a six-year senior secured term
loan facility in an aggregate principal amount equal to $20.0 million (the "Term
Loan Facility"); and (ii) a six-year revolving credit facility in an aggregate
principal amount not to exceed $30.0 million (the "Revolving Credit Facility").
The Company drew $20.0 million of loans under the Term Loan Facility ("Term
Loans") on the closing date of the New Credit Facility in connection with the
Recapitalization. The Term Loans amortize on a quarterly basis commencing in
September 2000 and are payable in installments under a schedule set forth in the
New Credit Facility. Advances made under the Revolving Credit Facility
("Revolving Loans") are due and payable in full on June 15, 2004. The Term Loans
and the Revolving Loans are subject to mandatory prepayments and reductions in
the event of certain extraordinary transactions or issuances of debt and equity
by the Company or any subsidiary of the Company that guarantees amounts under
the New Credit Facility. Such loans are also required to be prepaid with 75% of
the Excess Cash Flow (as such term is defined in the New Credit Facility) of the
Company or, if the Company's Leverage Ratio (as such term is defined in the New
Credit Facility) is less than 5.25 to 1.0, 50% of such Excess Cash Flow.
------------------------------------------------------------------
SUMMARY CASH FLOW DATA FOR THE
SIX MONTHS ENDED DECEMBER 31, 1999 2000
------------------------------------------------------------------
Cash and cash equivalents 1,970,000 929,000
------------------------------------------------------------------
Net cash provided by (used in):
------------------------------------------------------------------
Operating activities 9,021,000 8,954,000
------------------------------------------------------------------
Investing activities (7,391,000) (9,175,000)
------------------------------------------------------------------
Financing activities (2,745,000) (959,000)
------------------------------------------------------------------
Capital expenditures 7,708,000 9,493,000
------------------------------------------------------------------
Cash provided by operating activities during Interim 2001 decreased by $0.07
million to $9.0 million compared to Interim 2000. Changes in the cash from
operating activities primarily reflect net earnings plus seasonal variations in
accounts based on the amount, type, and progress of work being performed.
18
19
Cash used in investing activities for Interim 2001 increased $1.8 million to
$9.2 million as compared to Interim 2000. This is primarily due to increased
capital expenditures including the acquisition of certain assets of Advanced
Concrete and Sawing & Drilling during Interim 2001. Management estimates that
the Company's annual capital expenditures will be approximately $20.0 million
for fiscal 2001, including replacement and maintenance of equipment, purchases
of new equipment, and purchases of real property.
Net cash used in financing activities in Interim 2001 decreased by $1.8
million to $1.0 million as compared to Interim 2000. In Interim 2001 and 2000,
the Company's financing activities are primarily a result of borrowings and
repayments of long-term debt and a book overdraft.
Historically, the Company has funded its working capital requirements,
capital expenditures and other needs principally from operating cash flows. As a
result of the Recapitalization Mergers, however, the Company has substantial
indebtedness and debt service obligations. As of December 31, 2000, the Company
and its subsidiaries had approximately $124.3 million of total indebtedness
outstanding and a stockholders' deficit of approximately $59.6 million. As of
December 31, 2000, approximately $27 million of additional borrowing was
available under the Company's New Credit Facility.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
MARKET RISK
The Company is exposed to interest rate changes primarily as a result of its
notes payable, including Senior Notes, Term Loan and Revolving Loan used to
maintain liquidity and fund capital expenditures and expansion of the Company's
operations. The Company's interest rate risk management objective is to limit
the impact of interest rate changes on earnings and cash flows and to lower it's
overall borrowing costs. To achieve its objectives the Company borrows primarily
at fixed rates and has the ability to choose interest rates under the Term Loan
and Revolving Loan. The Company does not enter into derivative or interest rate
transactions for speculative purposes.
The table below presents the principal amounts of debt (excluding capital
lease obligations of $350,000), weighted average interest rates, fair values and
other items required by the year of expected maturity to evaluate the expected
cash flows and sensitivity to interest rate changes as of December 31, 2000.
YEARS ENDED JUNE 30,
-------------------------------------------- FAIR
2001 2002 2003 2004 2005 THEREAFTER TOTAL VALUE
------ ------ ------ ------- ------- -------- -------- -------
(IN THOUSANDS)
Fixed rate debt ............................ $1,224 $1,112 $ 66 $ 4 $ 4 $100,175 $102,585 $94,585(2)
Average interest rate....................... 10.70% 10.31% 10.13% 10.00% 10.00% 12.00% 12.00% 14.12%
Variable rate LIBOR debt(1)................. $1,500 $5,000 $6,000 $ 9,000 $ 0 $ 0 $ 21,500 $21,500
Weighted average current interest rate(1)... 8.47%
- -----------
(1) The Company has different interest rate options for its variable rate debt.
See Footnote 2 in the condensed consolidated financial statements for
additional information.
(2) The fair value of fixed rate debt was determined based on current rates
offered for debt instruments with similar risks and maturities.
PART II - OTHER INFORMATION
Items 1-5 are not applicable
Item 6. Exhibits and Reports on Form 8-K.
19
20
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Penhall International Corp.
Date: February 13, 2001 /s/ John T. Sawyer
--------------------------------------
John T. Sawyer
Chairman of the Board, President and
Chief Executive Officer
20