SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 29, 2002 Exact name of Registrant as specified in its charter: Central Parking Corporation State or other jurisdiction of incorporation: Tennessee Commission File Number: 001-13950 IRS Employer Identification Number: 62-1052916 Address of principal executive offices: 2401 21st Avenue South Suite 200 Nashville, TN 37212 Registrant's telephone number, including area code: (615) 297-4255 Former name or former address, if changed since last report: Not applicable ITEM 5. OTHER EVENTS On April 29, 2002, the Registrant announced its operating results for the second quarter of fiscal 2002. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) EXHIBITS Exhibit No. 99.1 Text of press release dated April 29, 2002 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Central Parking Corporation /s/ Hiram A.Cox ----------------- Date: April 30, 2002 By: Hiram A. Cox Chief Financial Officer EXHIBIT 99.1 - ------------- FOR IMMEDIATE RELEASE - ----------------------- Investor Contact: William J. Vareschi, Jr. or Hiram A. Cox Vice Chairman and Senior Vice President and Chief Executive Officer Chief Financial Officer (615) 297-4255 (615) 297-4255 bvareschi@parking.com hcox@parking.com --------------------- ---------------- Media Contact: Richard Jonardi Communications Manager (615) 297-4255 rjonardi@parking.com -------------------- CENTRAL PARKING CORPORATION REPORTS SECOND QUARTER EARNINGS NASHVILLE, TENN. (APRIL 29, 2002) -- Central Parking Corporation (NYSE: CPC) today announced earnings for the second fiscal quarter ended March 31, 2002, before property-related activities and extraordinary items (pro forma), of $9.4 million, or $0.26 per diluted share, compared with $10.8 million, or $0.30 per diluted share, in the year-earlier period. For comparability purposes, pro forma earnings for the prior year have been increased by $0.07 to reflect the discontinuation of goodwill amortization relating to the Company's October 1, 2001 adoption of SFAS 142. Revenues for the second quarter of fiscal 2002 increased to $179.1 million versus $174.0 million in the year-earlier period. Reported earnings (GAAP) for the quarter ended March 31, 2002 were $0.36 per diluted share including an extraordinary gain of $0.05 related to the repurchase of 500,000 shares of trust issued preferred securities. Reported earnings (GAAP) per diluted share were $0.19 in the prior-year period. William J. Vareschi, Jr., Vice Chairman and Chief Executive Officer, said, "Revenues and earnings for the second quarter of fiscal 2002 were at the high end of our February guidance. The residual impact from the attacks of September 11 continued to impact our business in New York City and to a lesser degree at travel-related sites such as resort hotels. Nonetheless, it appears that discretionary revenue levels have bottomed out in most areas of the country. New York City continues to feel the impact from the ban on single occupant vehicles during the morning rush hour. However, New York City transient revenues approached prior-year levels in February and March. Excluding the New York region, revenues for the second quarter grew approximately 6% versus the same period last year. This quarter marks the Company's first year-over-year increase in revenues in approximately two years as our complementary acquisitions and a positive new business/lost business ratio more than offset the softness in New York revenues. Looking forward, we expect continued year-over-year revenue growth reflecting our successful marketing efforts combined with our "Operational Excellence" initiatives. "The state of the general economy and the travel restrictions in New York City are expected to continue to negatively impact our results in the third quarter. The impact of the New York single occupancy vehicle restrictions should be less than in previous quarters given some recent modifications to the program. We expect third quarter revenues to be approximately $180 to $185 million compared to $179.1 million for the same period last year. We expect fully diluted earnings per share for the quarter of $0.28 to $0.32 per share before property-related activities and extraordinary items (pro forma) compared to approximately $0.32 per share (pro forma) in the same period last year." For comparability purposes, earnings for the third fiscal quarter of last year have been adjusted upward by approximately $0.08 to reflect the discontinuation of goodwill amortization. For the full fiscal year, we expect fully diluted earnings per share before property related activities and extraordinary items (pro forma) of approximately $1.02 to $1.08. Vareschi concluded, "We are encouraged by this quarter's results and believe that we have established a platform for improved performance as the economy improves. We are gaining market share again, our complementary acquisitions are contributing to our bottom line, interest rates remain attractive and our "Operational Excellence" initiatives are beginning to deliver results." Central Parking Corporation, headquartered in Nashville, Tennessee, is a leading provider of parking and transportation services. The Company operates approximately 4,000 parking facilities containing approximately 1.5 million spaces at locations in 38 states, the District of Columbia, Canada, Puerto Rico, the United Kingdom, the Republic of Ireland, Chile, Colombia, Germany, Mexico, Peru, Poland, Spain, Venezuela and Greece. This press release contains projections and other forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. These projections and statements reflect the Company's current views with respect to future events and financial performance. No assurance can be given, however, that these events will occur or that these projections will be achieved and actual results could differ materially from those projected as a result of certain factors. A discussion of these factors is included in the Company's periodic reports filed with the Securities and Exchange Commission. CENTRAL PARKING CORPORATION AND SUBSIDIARIES FINANCIAL HIGHLIGHTS (UNAUDITED) Amounts in thousands, except per share data THREE MONTHS ENDED SIX MONTHS ENDED MARCH 31, MARCH 31, 2002 2001 2002 2001 ---------- ---------- ---------- ---------- Total revenues $ 179,134 $ 174,034 $ 356,085 $ 351,599 Total cost and expenses (a) (161,295) (152,785) (319,383) (304,868) Interest expense, net (1,603) (3,903) (3,509) (8,290) Other (expenses) income, net (666) 57 (749) (301) Income taxes (b) (5,138) (5,540) (10,707) (12,516) Minority interest, net of tax (1,007) (1,048) (2,278) (1,836) ---------- ---------- ---------- ---------- Earnings (pro forma) 9,425 10,815 19,459 23,788 Property-related gains (losses), net of tax 1,759 (1,378) 4,097 33 Amortization of goodwill, net of tax -- (2,702) -- (5,405) Extraordinary gain, net of tax 1,707 -- 5,019 -- Cumulative effect of account change, net of tax -- -- -- (258) ---------- ---------- ---------- ---------- Net earnings (GAAP) $ 12,891 $ 6,735 $ 28,575 $ 18,158 ========== ========== ========== ========== Pro forma earnings Basic $ 0.26 $ 0.30 $ 0.54 $ 0.66 Diluted $ 0.26 $ 0.30 $ 0.54 $ 0.66 Net earnings per share (GAAP) Basic $ 0.36 $ 0.19 $ 0.80 $ 0.51 Diluted $ 0.36 $ 0.19 $ 0.79 $ 0.50 Weighted average common shares: Basic 35,775 35,702 35,765 35,857 Diluted 36,138 35,965 36,005 36,119 (a) Excludes amortization of goodwill of $2,832 and $5,665 for the three and six months ended March 31, 2001, respectively. The Company adopted SFAS 142, "Goodwill and Intangible Assets," as of October 1, 2001, and therefore no longer amortizes goodwill. (b) Income tax expense for the three and six months ended March 31, 2002 excludes income tax (expense) on net property-related gains of ($1,266) and ($2,936), respectively. Income tax expense for the three and six months ended March 31, 2001 excludes income tax benefit (expense) on net property-related (losses) gains of $918 and ($448), respectively, and income tax benefit on goodwill amortization of $130 and $260, respectively. CENTRAL PARKING CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF EARNINGS (UNAUDITED) Amounts in thousands, except per share data THREE MONTHS ENDED MARCH 31, 2002 2001 --------- --------- Revenues: Parking $149,768 $148,848 Management contracts 29,366 25,186 --------- --------- Total revenues 179,134 174,034 --------- --------- Costs and expenses: Cost of parking 130,510 126,730 Cost of management contracts 13,331 9,777 General and administrative 17,356 16,109 Goodwill and non-compete amortization 98 3,001 --------- --------- Total costs and expenses 161,295 155,617 Property-related gains (losses), net 3,025 (2,296) --------- --------- Operating earnings 20,864 16,121 Other income (expenses): Interest income 1,458 1,425 Interest expense (3,061) (5,328) Dividends on company-obligated mandatorily redeemable convertible securities of a subsidiary trust (1,259) (1,471) Equity in partnership and joint venture earnings 593 1,528 --------- --------- Earnings before income taxes, minority interest and extraordinary item 18,595 12,275 Income tax expense (6,404) (4,492) Minority interest, net of tax (1,007) (1,048) --------- --------- Earnings before extraordinary item 11,184 6,735 Extraordinary item, net of tax 1,707 -- --------- --------- Net earnings $ 12,891 $ 6,735 ========= ========= Basic earnings per share: Earnings before extraordinary item $ 0.31 $ 0.19 Extraordinary item, net of tax 0.05 -- --------- --------- Net earnings $ 0.36 $ 0.19 ========= ========= Diluted earnings per share: Earnings before extraordinary item $ 0.31 $ 0.19 Extraordinary item, net of tax 0.05 -- --------- --------- Net earnings $ 0.36 $ 0.19 ========= ========= CENTRAL PARKING CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF EARNINGS (UNAUDITED) Amounts in thousands, except per share data SIX MONTHS ENDED MARCH 31, 2002 2001 --------- --------- Revenues: Parking $297,140 $300,525 Management contracts 58,945 51,074 --------- --------- Total revenues 356,085 351,599 --------- --------- Costs and expenses: Cost of parking 258,480 250,695 Cost of management contracts 25,430 19,999 General and administrative 35,347 33,837 Goodwill and non-compete amortization 216 6,002 --------- --------- Total costs and expenses 319,383 310,533 Property-related gains, net 7,033 481 --------- --------- Operating earnings 43,735 41,547 Other income (expenses): Interest income 2,810 2,979 Interest expense (6,319) (11,269) Dividends on company-obligated mandatorily redeemable convertible securities of a subsidiary trust (2,730) (2,943) Equity in partnership and joint venture earnings 1,981 2,642 --------- --------- Earnings before income taxes, minority interest, extraordinary item and cumulative effect of accounting change 39,477 32,956 Income tax expense (13,643) (12,704) Minority interest, net of tax (2,278) (1,836) --------- --------- Earnings before extraordinary item and cumulative effect of accounting change 23,556 18,416 Extraordinary item, net of tax 5,019 -- Cumulative effect of accounting change, net of tax -- (258) --------- --------- Net earnings $ 28,575 $ 18,158 ========= ========= Basic earnings per share: Earnings before extraordinary item $ 0.66 $ 0.51 Extraordinary item, net of tax 0.14 -- Cumulative effect of accounting change, net of tax -- -- --------- --------- Net earnings $ 0.80 $ 0.51 ========= ========= Diluted earnings per share: Earnings before extraordinary item $ 0.65 $ 0.51 Extraordinary item, net of tax 0.14 -- Cumulative effect of accounting change, net of tax -- (0.01) --------- --------- Net earnings $ 0.79 $ 0.50 ========= ========= CENTRAL PARKING CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (UNAUDITED) Amounts in thousands MARCH 31, SEPTEMBER 30, 2002 2001 ----------- --------- ASSETS Current assets: Cash and cash equivalents $ 41,153 $ 41,849 Management accounts receivable 38,440 32,613 Accounts receivable - other 12,702 16,149 Current portion of notes receivable 8,311 6,836 Prepaid expenses 12,103 6,939 Deferred income taxes 259 259 ----------- --------- Total current assets 112,968 104,645 Notes receivable, less current portion 42,556 42,931 Property, equipment and leasehold improvements, net 410,333 415,405 Contract and lease rights, net 115,192 88,094 Goodwill, net 251,506 250,630 Investment in and advances to partnerships and joint ventures 14,799 30,704 Other assets 55,984 54,472 ----------- --------- Total Assets $1,003,338 $986,881 =========== ========= LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Current portion of long-term debt and capital lease obligations $ 53,401 $ 53,337 Accounts payable 80,726 77,887 Accrued expenses 25,650 24,997 Management accounts payable 22,904 20,541 Income taxes payable 11,618 7,134 ----------- --------- Total current liabilities 194,299 183,896 Long-term debt and capital lease obligations, less current portion 206,210 208,885 Deferred rent 30,584 22,310 Deferred income taxes 16,470 15,757 Minority interest 29,984 31,121 Other liabilities 33,258 33,466 ----------- --------- Total liabilities 510,805 495,435 ----------- --------- Company-obligated mandatorily redeemable securities of subsidiary holding solely parent debentures 81,555 110,000 Shareholders' equity: Common stock 359 358 Additional paid-in capital 240,140 238,464 Accumulated other comprehensive loss, net (1,625) (1,979) Retained earnings 172,809 145,308 Shares held in trust (705) (705) ----------- --------- Total shareholders' equity 410,978 381,446 ----------- --------- Total Liabilities and Shareholders' Equity $1,003,338 $986,881 =========== ========= - ------ CENTRAL PARKING CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) Amounts in thousands SIX MONTHS ENDED MARCH 31, 2002 2001 --------- --------- Cash flows from operating activities: Net earnings $ 28,575 $ 18,158 Depreciation and amortization 17,082 21,421 Equity in partnership and joint venture earnings (1,981) (2,642) Distributions from partnerships and joint ventures 2,697 2,295 Property-related (gains), net (7,033) (481) Gain on sale of trust issued preferred securities, net of tax (5,019) -- Deferred income taxes 379 19 Minority interest 2,278 1,836 Changes in operating assets and liabilities (net of acquisitions): Management accounts receivable (3,743) 1,467 Accounts receivable - other 4,013 (741) Prepaid expenses (5,164) 646 Other assets (2,937) (306) Accounts payable, accrued expenses and other liabilities 2,726 (12,431) Management accounts payable 1,925 (367) Deferred rent 8,274 1,346 Income taxes payable 1,112 (5,572) --------- --------- Net cash provided by operating activities 43,184 24,648 --------- --------- Cash flows from investing activities: Proceeds from disposition of property and equipment 13,942 17,011 Proceeds from sale of investment in partnership 18,399 -- Purchase of property, equipment and leasehold improvements (12,922) (15,637) Purchase of contract and lease rights (18,872) (530) Acquisitions, net of cash acquired (17,628) -- Other investing activities 32 3,664 --------- --------- Net cash (used) provided by investing activities (17,049) 4,508 --------- --------- Cash flows from financing activities: Dividends paid (1,075) (1,085) Net borrowings under revolving credit agreement 23,500 12,550 Principal repayments on notes payable and capital leases (27,899) (29,176) Payment to minority interest partners (3,563) (3,114) Repurchase of common stock (488) (9,960) Repurchase of mandatorily redeemable securities (19,325) -- Issuance of common stock and exercise of stock options 2,165 560 --------- --------- Net cash used by financing activities (26,685) (30,225) --------- --------- Foreign currency translation (146) 175 --------- --------- Net decrease in cash and cash equivalents (696) (894) Cash and cash equivalents at beginning of period 41,849 43,214 --------- --------- Cash and cash equivalents at end of period $ 41,153 $ 42,320 ========= =========