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): July 25, 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 July 25, 2002, the Registrant announced its operating results for the third
quarter of fiscal 2002.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
Exhibit No. 99.1 Text of press release dated July 25, 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
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Date: July 30, 2002 By: Hiram A. Cox
Chief Financial Officer
EXHIBIT 99.1
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FOR IMMEDIATE RELEASE
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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
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Media Contact: Richard Jonardi
Communications Manager
(615) 297-4255
rjonardi@parking.com
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CENTRAL PARKING CORPORATION REPORTS FISCAL THIRD QUARTER 2002 EARNINGS
NASHVILLE, TENN. (JULY 25, 2002) --Central Parking Corporation (NYSE: CPC) today
announced earnings for the third fiscal quarter ended June 30, 2002, before
property-related activities and nonrecurring items (pro forma) of $11.0 million,
or $0.30 per diluted share, compared with $11.3 million, or $0.32 per diluted
share, in the year-earlier period. For comparability purposes, prior year pro
forma earnings have been increased by $0.08 per share to reflect the
discontinuation of goodwill amortization relating to the Company's October 1,
2001 adoption of SFAS 142. Revenues (excluding reimbursed management costs) for
the third quarter of fiscal 2002 increased to $183.0 million compared to $179.1
million in the year-earlier period.
During the fiscal third quarter of 2002, the Company became subject to and
adopted a new accounting standard (EITF 01-14), which requires the recognition
of both revenues and expenses in equal amounts for costs directly reimbursed
from its management clients. This accounting change has no impact on operating
earnings or net earnings. Historically, expenses directly reimbursed under
management agreements have been netted against the reimbursement received. As
required by this new accounting standard, these items have been reclassified in
all prior periods to conform to the new presentation. For the June quarter of
2002, the impact is an increase of $97.4 million in both revenues and expenses.
Additionally, the Company adopted in the fiscal third quarter of 2002
another new accounting standard (SFAS 145), which requires the gains from the
repurchase of the trust issued convertible securities to be repositioned in the
Consolidated Statement of Earnings. These gains are now reported as gains
before income taxes whereas previously they were shown as an extraordinary item
net of taxes. This change has no impact on net earnings and as required by this
new accounting standard, these gains have been reclassified in all prior periods
to conform to the new presentation.
Reported earnings (GAAP) for the quarter ended June 30, 2002 were $0.28 per
diluted share including a loss of approximately $0.04 per share from
property-related losses and a gain of approximately $0.02 per share related to
the repurchase of approximately 139,000 shares of trust issued convertible
securities. Reported earnings (GAAP) per diluted share were $0.19 in the prior
year period.
William J. Vareschi, Jr., Chief Executive Officer, said, "Revenues and
earnings for the third quarter of fiscal 2002 were consistent with our
expectations. Despite a difficult economic environment, we are encouraged that
this quarter's earnings approached last year's levels and that cash provided by
operations significantly exceeded prior year performance. At $183.0 million,
revenues were 2% higher than last year. The increase was driven by previously
announced acquisitions and a positive new/lost business ratio partially offset
by a modest decline in same store sales. The decline in same store sales is
principally attributable to lower monthly parking revenues in New York City, San
Francisco, Seattle and other areas reflecting higher levels of unemployment.
Pricing was essentially flat with prior year levels.
Vareschi continued, "Our fourth quarter revenue and earnings projections
are based on the assumption that the economic recovery remains somewhat choppy
over the next several months. As a result, we expect fourth quarter revenues to
be approximately $178 to $182 million (excluding reimbursed management costs)
compared to $174 million for the same period last year. This level of revenue
should produce fully diluted earnings per share for the quarter of $0.20 to
$0.24 per share before property-related activities and nonrecurring items (pro
forma) compared to approximately $0.19 per share (pro forma) in the same period
last year", said Vareschi. For comparability purposes, earnings for the fourth
fiscal quarter of last year have been adjusted upward by approximately $0.08 per
share to reflect the discontinuation of goodwill amortization.
Vareschi concluded, "We are continuing to gain new business by focusing on
the fundamentals embodied within our "Operational Excellence" initiatives. We
have established firm expectations for performance internally and believe that
we are poised to deliver the kind of performance our clients, employees and
shareholders expect."
Central Parking Corporation, headquartered in Nashville, Tennessee, is a
leading provider of parking and transportation management services. The Company
operates approximately 3,900 parking facilities containing approximately 1.6
million spaces at locations in 39 states, the District of Columbia, Canada, the
United Kingdom, the Republic of Ireland, Germany, Switzerland, Poland, Spain,
Greece, Mexico, Puerto Rico, Chile, Colombia, Peru and Venezuela.
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 NINE MONTHS ENDED
JUNE 30, JUNE 30,
2002 2001 2002 2001
---------- ---------- ---------- ----------
Total revenues (a) $ 182,965 $ 179,145 $ 539,050 $ 530,744
Total cost and expenses (a) (b) (163,173) (157,246) (482,556) (461,964)
Interest expense, net (1,865) (3,356) (5,374) (12,168)
Other income (expenses), net 178 38 (571) (263)
Income taxes (c) (5,777) (6,310) (16,484) (18,826)
Minority interest, net of tax (1,374) (947) (3,652) (2,411)
---------- ---------- ---------- ----------
Earnings (pro forma) 10,954 11,324 30,413 35,112
Property-related gains (losses), net of tax (1,379) (1,885) 2,718 (1,852)
Gain on repurchase of mandatorily reedeemable
convertible securities of a subsidiary trust,
net of tax 528 -- 5,547 --
Amortization of goodwill, net of tax -- (2,702) -- (8,107)
Cumulative effect of account change, net of tax -- -- -- (258)
---------- ---------- ---------- ----------
Net earnings (GAAP) $ 10,103 $ 6,737 $ 38,678 $ 24,895
========== ========== ========== ==========
Pro forma earnings
Basic $ 0.30 $ 0.32 $ 0.85 $ 0.98
Diluted $ 0.30 $ 0.32 $ 0.84 $ 0.97
Net earnings per share (GAAP)
Basic $ 0.28 $ 0.19 $ 1.08 $ 0.70
Diluted $ 0.28 $ 0.19 $ 1.07 $ 0.69
Weighted average common shares:
Basic 35,923 35,740 35,817 35,818
Diluted 36,587 35,900 36,190 36,046
(a) Excludes revenues and expenses for amounts directly reimbursed by
management clients.
(b) Excludes amortization of goodwill of $2,832 and $8,497 for the three and
nine months ended June 30, 2001, respectively. The Company adopted SFAS
142, "Goodwill and Intangible Assets," as of October 1, 2001, and therefore
no longer amortizes goodwill.
(c) Income tax expense for the three and nine months ended June 30, 2002
excludes income tax benefit (expense) on net property-related gains and
losses of $919 and ($2,017), respectively, and income tax expense on gain
on repurchase of mandatorily redeemable convertible securities of $353 and
$3,698, respectively. Income tax expense for the three and nine months
ended June 30, 2001 excludes income tax benefit on net property-related
losses of $1,173 and $725, respectively, and income tax benefit on goodwill
amortization of $130 and $390, respectively.
CENTRAL PARKING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)
Amounts in thousands, except per share data
THREE MONTHS ENDED
JUNE 30,
2002 2001
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Revenues:
Parking $151,664 $154,260
Management contract and other 31,301 24,885
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182,965 179,145
Reimbursement of management contract expenses 97,370 90,986
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Total revenues 280,335 270,131
Costs and expenses:
Cost of parking 133,452 128,485
Cost of management contracts 12,403 11,193
General and administrative 17,224 17,399
Goodwill and non-compete amortization 94 3,001
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163,173 160,078
Reimbursed management contract expenses 97,370 90,986
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Total costs and expenses 260,543 251,064
Property-related gains (losses), net (2,298) (3,058)
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Operating earnings 17,494 16,009
Other income (expenses):
Interest income 1,277 1,362
Interest expense (3,142) (4,718)
Dividends on company-obligated mandatorily
redeemable convertible securities (1,093) (1,472)
Gain on repurchase of company-obligated
mandatorily redeemable convertible securities 881 --
Equity in partnership and joint venture earnings 1,271 1,510
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Earnings before income taxes and minority interest 16,688 12,691
Income tax expense (5,211) (5,007)
Minority interest, net of tax (1,374) (947)
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Net earnings $ 10,103 $ 6,737
========= =========
Basic earnings per share:
Net earnings $ 0.28 $ 0.19
========= =========
Diluted earnings per share:
Net earnings $ 0.28 $ 0.19
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CENTRAL PARKING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)
Amounts in thousands, except per share data
NINE MONTHS ENDED
JUNE 30,
2002 2001
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Revenues:
Parking $448,804 $454,785
Management contract and other 90,246 75,959
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539,050 530,744
Reimbursement of management contract expenses 289,705 273,477
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Total revenues 828,755 804,221
Costs and expenses:
Cost of parking 391,932 379,180
Cost of management contracts 37,743 31,192
General and administrative 52,571 51,086
Goodwill and non-compete amortization 310 9,003
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482,556 470,461
Reimbursed management contract expenses 289,705 273,477
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Total costs and expenses 772,261 743,938
Property-related gains (losses), net 4,735 (2,577)
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Operating earnings 61,229 57,706
Other income (expenses):
Interest income 4,087 4,341
Interest expense (9,461) (16,509)
Dividends on company-obligated mandatorily
redeemable convertible securities (3,823) (4,415)
Gain on repurchase of company-obligated
mandatorily redeemable convertible securities 9,245 --
Equity in partnership and joint venture earnings 3,252 4,152
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Earnings before income taxes, minority interest
and cumulative effect of accounting change 64,529 45,275
Income tax expense (22,199) (17,711)
Minority interest, net of tax (3,652) (2,411)
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Earnings before cumulative effect of accounting change 38,678 25,153
Cumulative effect of accounting change, net of tax -- (258)
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Net earnings $ 38,678 $ 24,895
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Basic earnings per share:
Earnings before cumulative effect of accounting change $ 1.08 $ 0.70
Cumulative effect of accounting change, net of tax -- --
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Net earnings $ 1.08 $ 0.70
========= =========
Diluted earnings per share:
Earnings before cumulative effect of accounting change $ 1.07 $ 0.70
Cumulative effect of accounting change, net of tax -- (0.01)
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Net earnings $ 1.07 $ 0.69
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CENTRAL PARKING CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
Amounts in thousands
JUNE 30, SEPTEMBER 30,
2002 2001
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ASSETS
Current assets:
Cash and cash equivalents $ 34,571 $ 41,849
Management accounts receivable 38,496 32,613
Accounts receivable - other 14,099 16,149
Current portion of notes receivable 8,433 6,836
Prepaid expenses 11,214 6,939
Deferred income taxes 259 259
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Total current assets 107,072 104,645
Notes receivable, less current portion 42,887 42,931
Property, equipment and leasehold improvements, net 426,607 415,405
Contract and lease rights, net 112,438 88,094
Goodwill, net 251,533 250,630
Investment in and advances to partnerships and joint ventures 15,375 30,704
Other assets 49,344 54,472
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Total Assets $1,005,256 $ 986,881
=========== ===============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt and capital lease obligations $ 53,229 $ 53,337
Accounts payable 79,566 77,887
Accrued expenses 29,722 24,997
Management accounts payable 23,319 20,541
Income taxes payable 14,396 7,134
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Total current liabilities 200,232 183,896
Long-term debt and capital lease obligations, less current portion 195,269 208,885
Deferred rent 30,385 22,310
Deferred income taxes 14,944 15,757
Minority interest 30,970 31,121
Other liabilities 34,030 33,466
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Total liabilities 505,830 495,435
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Company-obligated mandatorily redeemable securities of subsidiary
holding solely parent debentures 78,085 110,000
Shareholders' equity:
Common stock 360 358
Additional paid-in capital 241,600 238,464
Accumulated other comprehensive loss, net (2,070) (1,979)
Retained earnings 182,373 145,308
Other shareholders' equity (922) (705)
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Total shareholders' equity 421,341 381,446
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Total Liabilities and Shareholders' Equity $1,005,256 $ 986,881
=========== ===============
CENTRAL PARKING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Amounts in thousands
NINE MONTHS ENDED
JUNE 30,
2002 2001
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Cash flows from operating activities:
Net earnings $ 38,678 $ 24,895
Depreciation and amortization 25,759 35,749
Equity in partnership and joint venture earnings (3,252) (4,152)
Distributions from partnerships and joint ventures 3,353 2,649
Property-related (gains) losses, net (4,735) 2,577
Gain on sale of mandatorily redeemable convertible securities (9,245) --
Deferred income taxes (963) (537)
Minority interest 3,652 2,411
Changes in operating assets and liabilities (net of acquisitions):
Management accounts receivable (3,799) 1,208
Accounts receivable - other 2,616 (1,461)
Prepaid expenses (4,275) 526
Other assets 1,614 (7,102)
Accounts payable, accrued expenses and other liabilities 5,239 (12,461)
Management accounts payable 2,340 (3,943)
Deferred rent 8,075 (1,221)
Income taxes payable 7,236 (6,864)
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Net cash provided by operating activities 72,293 32,274
--------- ---------
Cash flows from investing activities:
Proceeds from disposition of property and equipment 15,716 21,325
Proceeds from sale of investment in partnership 18,399 --
Purchase of property, equipment and leasehold improvements (19,777) (22,562)
Purchase of contract and lease rights (18,801) (2,041)
Acquisitions, net of cash acquired (17,662) --
Other investing activities (483) 2,430
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Net cash used by investing activities (22,608) (848)
--------- ---------
Cash flows from financing activities:
Dividends paid (1,613) (1,625)
Net borrowings under revolving credit agreement 9,500 16,100
Principal repayments on notes payable and capital leases (41,512) (42,478)
Payment to minority interest partners (3,972) (3,114)
Repurchase of common stock (488) (10,863)
Repurchase of mandatorily redeemable securities (21,823) --
Issuance of common stock and exercise of stock options 3,261 2,077
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Net cash used by financing activities (56,647) (39,903)
--------- ---------
Foreign currency translation (316) 176
--------- ---------
Net decrease in cash and cash equivalents (7,278) (8,301)
Cash and cash equivalents at beginning of period 41,849 43,214
--------- ---------
Cash and cash equivalents at end of period $ 34,571 $ 34,913
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