FORM 8-K/A 3
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT TO APPLICATION OR REPORT
Filed pursuant to Section 13 or 15 (d) of
THE SECURITIES EXCHANGE ACT OF 1934
CENTRAL PARKING CORPORATION
(Exact name of registrant as specified in charter)
AMENDMENT
The undersigned registrant hereby ammends the following items, financial
statements, exhibits or other portions of its current report on Form 8-K dated
January 31, 1997 and subsequent amendments on Form 8-K/A dated March 18, 1997,
and March 21, 1997 related to the acquisition of Square Industries, Inc. as
set forth in the pages attached hereto:
Item 7 (b) PRO FORMA FINANCIAL STATEMENTS
Pro Forma Condensed Consolidated Balance Sheet at
December 31, 1996
Pro Forma Condensed Consolidated Statement of Earnings for
the Year Ended September 30, 1996 and Quarter Ended December
31, 1996
Notes to Consolidated Pro Forma Financial Information
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amnedment to be signed on its behalf
by the undersigned, thereunto duly authorized.
CENTRAL PARKING CORPORATION
(Registrant)
April 9, 1997 By:/s/ Stephen A. Tisdell
Stephen A. Tisdell
Chief Financial Officer
(Principal Financial and Accounting Officer)
2
Item 7 (b) PROFORMA FINANCIAL STATEMENTS
CENTRAL PARKING CORPORATION
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
The following unaudited pro forma consolidated financial information of
Central Parking Corporation ("Company") is based on (a) the historical
consolidated financial statements of the Company, (b) the historical statements
of direct revenues and expenses of Civic Center Corporation ("Civic Center"),
(c) the historical financial statements of Civic Parking, L.L.C. ("Civic"), and
(d) the historical consolidated financial statements of Square Industries, Inc.
("Square").
The historical consolidated balance sheet of the Company as of December 31, 1996
presents the consolidated financial position of the Company on such date, and
reflects the Company's acquisition of Civic on December 31, 1996 using the
purchase method of accounting, based on a preliminary allocation of the
purchase price. The unaudited pro forma consolidated balance sheet as of
December 31, 1996 assumes that the Company's acquisition of Square on January
18, 1997 had occurred on December 31, 1996. The Company's acquisitions of
Civic and Square are hereinafter referred to as the Acquisitions.
The historical statements of earnings for the year ended September 30, 1996
reflects (a) the historical results of operations of the Company for its fiscal
year then ended, (b) the historical direct revenues and expenses of the parking
garages of Civic Center, which were managed by the Company and ultimately
acquired by the Company from Civic, for the period from January 1, 1996 to
March 20, 1996, (c) the historical results of operations of Civic for the period
from March 21, 1996 to December 31, 1996, Civic's fiscal year end, and (d) the
historical results of operations of Square for its fiscal year ended
December 31, 1996.
The historical statements of earnings for the quarter ended December 31, 1996
reflects the historical results of operations of the Company for the first
quarter of its fiscal year 1997 and the historical results of operations of
Civic and Square for their respective quarters ended December 31, 1996.
The unaudited pro forma consolidated statements of earnings were prepared
assuming that the Acquisitions were consummated on October 1, 1995.
The unaudited pro forma consolidated financial information has been prepared
based on the historical financial statements of the Company and the acquired
entities, reclassified as necessary to conform with the presentation used in the
consolidated financial statements of the Company, and give effect to (a) the
Acquisitions under the purchase method of accounting, based on preliminary
allocations of the respective purchase prices, (b) the financing of the
Acquisitions, (c) certain estimated operational and financial combination
benefits which are a direct result of the Square acquisition, and (d) the
assumptions and adjustments which are deemed appropriate by management of the
Company and which are described in the accompanying notes to the pro forma
consolidated financial information.
This pro forma consolidated financial information may not be indicative of
the results that would have occurred if the Acquisitions had been in effect
on the dates indicated or which may be obtained in the future. Such pro forma
consolidated financial information should be read in conjunction with such
historical financial statements and notes thereto.
18
CENTRAL PARKING CORPORATION
PRO FORMA CONSOLIDATED BALANCE SHEET
December 31, 1996
(All dollar amounts are expressed in thousands)
(Unaudited)
Effects of
Square
Acquisition
Historical and Pro Forma
Related Consolidated
Company Square Financing Totals
--------- -------- -------------- -------------
ASSETS
Current assets:
Cash and cash equivalents $ 5,850 $ 2,266 $ - $ 8,116
Management accounts receivable 8,594 - - 8,594
Accounts and current portion of
notes receivable - other 3,356 1,586 - 4,942
Prepaid expenses 6,203 2,619 - 8,822
Other current assets - 446 - 446
Deferred income taxes 8 419 - 427
Refundable income taxes - 48 - 48
--------- -------- -------------- -------------
Total current assets 24,011 7,384 - 31,395
Investments, at amortized cost 4,551 - - 4,551
Notes receivable, less current portion 8,027 - - 8,027
Property, equipment, and leasehold
improvements, net 131,073 30,098 30,847 (A) 192,018
Contract rights, net 5,601 - - 5,601
Goodwill, net - - 27,724 (A) 27,724
Investment in limited partnerships 1,240 - - 1,240
Investment in general partnerships 1,772 - - 1,772
Non-current deferred taxes - 2,464 (2,464)(B) -
Other assets 2,525 5,148 500 (A) 6,224
(1,949)(A)
--------- -------- -------------- -------------
$ 178,800 $ 45,094 $ 54,658 $278,552
========= ======== ============== =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ - $ 3,762 $ - $ 3,762
Accounts payable 11,318 1,170 1,559 (A) 14,047
Accrued expenses 6,023 9,676 1,343 (A) 17,042
Accrued local rent tax - 2,026 - 2,026
Management accounts payable 6,387 - - 6,387
Income taxes payable 3,099 - - 3,099
Other current liabilities - 373 - 373
--------- -------- -------------- -------------
Total current liabilities 26,827 17,007 2,902 46,736
Long-term debt 67,200 19,419 52,681 (C) 139,300
Other liabilities 2,984 3,959 - 6,943
Deferred income taxes 1,386 - 3,784 (B) 5,170
--------- -------- -------------- -------------
Total liabilities 98,397 40,385 59,367 198,149
Shareholders' equity :
Common Stock 175 13 (13)(A) 175
Additional paid-in capital 31,913 3,408 (3,408)(A) 31,913
Foreign currency
translation adjustment (64) (212) 212 (A) (64)
Retained earnings 48,999 1,736 (1,736)(A) 48,999
Deferred compensation on
restricted stock, net (620) - - (620)
Treasury stock at cost - (236) 236 (A) -
--------- -------- -------------- -------------
Total shareholders' equity 80,403 4,709 (4,709) 80,403
--------- -------- -------------- -------------
$ 178,800 $ 45,094 $ 54,658 $278,552
========= ======== ============== =============
See accompanying notes to pro forma consolidated financial information.
19
CENTRAL PARKING CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENTS OF EARNINGS
Three months ended December 31, 1996
(All dollar amounts are expressed in thousands, except per share data)
(Unaudited)
Company Square Pro Forma Civic Pro Forma
Historical Historical Adjustments Consolidated Historical Adjustments Consolidated
----------- ---------- ----------- ------------- ----------- -------------- -------------
Revenues:
Parking $ 32,085 $ 18,921 $ - $ 51,006 $ 2,448 $ (55) (J) $ 53,399
Management contract 9,338 - - 9,338 - (53) (A) 9,285
----------- ---------- ----------- ------------- ----------- -------------- -------------
Total revenues 41,423 18,921 - 60,344 2,448 (108) 62,684
Costs and expenses:
Cost of parking 29,085 15,990 (23) (C) 45,052 1,313 (85) (C) 46,194
(53) (A)
(33) (J)
Cost of management contracts 2,501 - - 2,501 - - 2,501
Amortization of intangibles - - 302 (B) 302 - - 302
Acquisition Costs - 2,864 (2,864) (F) - - - -
General and administrative 4,708 2,300 (1,164) (H) 5,747 173 - 5,920
(97) (G)
----------- ---------- ----------- ------------- ----------- -------------- -------------
Total costs and expenses 36,294 21,154 (3,846) 53,602 1,486 (171) 54,917
----------- ---------- ----------- ------------- ----------- -------------- -------------
Operating earnings (loss) 5,129 (2,233) 3,846 6,742 962 63 7,767
Other income (expenses):
Interest income 625 - - 625 2 (285) (D) 342
Interest expense (7) 232 (1,357) (E) (1,132) (1,008) (135) (E) (2,275)
Net gains on sales of
property and equipment 3 - - 3 - - 3
Equity in partnership and
joint venture earnings 250 - - 250 - - 250
Write-off of Assets - (964) 612 (G) (352) - - (352)
----------- ---------- ----------- ------------- ----------- -------------- -------------
Earnings (loss) before
income taxes 6,000 (2,965) 3,101 6,136 (44) (357) 5,735
Income tax expense 2,101 38 179 (I) 2,318 - (145) (I) 2,173
----------- ---------- ----------- ------------- ----------- -------------- -------------
Net earnings (loss) 3,899 (3,003) 2,922 3,818 (44) (212) 3,562
=========== ========== =========== ============= =========== ============== =============
Weighted average shares and
share equivalents 17,620 17,620 17,620
=========== ============= =============
Net earnings per share $ 0.22 $ 0.22 $ 0.20
=========== ============= =============
See accompanying notes to pro forma consolidated financial information.
20
CENTRAL PARKING CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENTS OF EARNINGS
Year ended September 30, 1996
(All dollar amounts are expressed in thousands, except per share data)
(Unaudited)
Civic Civic
Company Square Pro Forma 1/1-3/20/96 3/21-12/31/96 Pro Forma
Historical Historical Adjustments Consolidated Historical Historical Adjustments Consolidated
---------- ---------- ----------- ------------- ----------- -------------- ------------- --------------
REVENUES:
Parking $ 109,272 $67,869 $ - $177,141 $ 1,980 $ 8,866 $ 188 (K) $ 187,855
(320)(J)
Management
contract 34,044 - - 34,044 - - (317)(A) 33,727
---------- ---------- ----------- ------------- ----------- -------------- ------------- --------------
Total
revenues 143,316 67,869 - 211,185 1,980 8,866 (449) 221,582
Costs and
expenses:
Cost of
parking 99,196 56,882 (92) (C) 155,986 626 3,884 73 (C) 160,118
(317)(A)
(134)(J)
Cost of
management
contracts 9,769 - - 9,769 - - - 9,769
Amortization
of - 1,208
intangibles - - 1,208 (B) 1,208 - -
Acquisition - -
Costs - 2,864 (2,864) (F) - - -
General and
administra-
tive 17,419 8,781 (4,356) (H) 21,457 - 307 15 (K) 21,779
(387) (G)
---------- ---------- ----------- ------------- ----------- -------------- ------------- --------------
Total costs
and expenses 126,384 68,527 (6,491) 188,420 626 4,191 (363) 192,874
---------- ---------- ----------- ------------- ----------- -------------- ------------- --------------
Operating
earnings
(loss) 16,932 (658) 6,491 22,765 1,354 4,675 (86) 28,708
Other
income
(expenses):
Interest 7 (1,130)(D) 1,180
income 2,303 - - 2,303 -
Interest
expense - (1,296) (3,359) (E) (4,655) - (3,250) (1,286)(E) (9,191)
Net gains
on sales of
property and
equipment 1,192 - - 1,192 - - - 1,192
Equity in
partnership
and joint
venture
earnings 641 - - 641 - - - 641
Write-off of
assets - (964) 612 (G) (352) - - - (352)
Reimbursement
of previously
incurred
fixed costs - 1,049 - 1,049 - - - 1,049
Gain from
litigation
settlement - 651 - 651 - - - 651
---------- ---------- ----------- ------------- ----------- -------------- ------------- --------------
Earnings
(loss)
before
income
taxes 21,068 (1,218) 3,744 23,594 1,354 1,432 (2,502) 23,878
Income
tax
expense 7,232 470 1,227 (I) 8,929 - - 103 (I) 9,032
---------- ---------- ----------- ------------- ----------- -------------- ------------- --------------
Net
earnings
(loss) 13,836 (1,688) $ 2,517 $ 14,665 $ 1,354 $ 1,432 $ (2,605) $ 14,846
========== ========== =========== ============= =========== ============== ============= ==============
Weighted
average
shares
and share
equivalents 17,491 17,491 17,491
========== =========== ==============
Net
earnings
per share $ 0.79 $ 0.84 $ 0.85
========== =========== ===============
See accompanying notes to pro forma consolidated financial information.
21
[All text originally included on this page has been deleted.]
22
CENTRAL PARKING CORPORATION
NOTES TO PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
The accompanying pro forma financial information presents the pro
forma consolidated financial condition of Central Parking
Corporation as of December 31, 1996 and the pro forma consolidated
results of operations for the three months ended December 31, 1996
and the fiscal year ended September 30, 1996.
On December 31, 1996, the Company acquired for cash 100% of the
ownership units in Civic Parking, LLC, a Missouri limited
liability company ("Civic"). On January 18, 1997, the Company
completed the acquisition of Square Industries, Inc., a New York
corporation ("Square"), through a cash tender offer for all the
outstanding shares of common stock of Square. The Company's
historical consolidated balance sheet reflects the acquired net
assets and effects of financing of Civic, and the accompanying pro
forma consolidated balance sheet includes the acquired assets and
liabilities and effects of the related financing, as if Square
had been acquired on December 31, 1996. The accompanying pro
forma consolidated statements of earnings reflect the pro forma
results of operations of the Company, as adjusted, as if Civic and
Square had been acquired on October 1, 1995.
PRO FORMA CONSOLIDATED BALANCE SHEET
The acquisition of Square has been accounted for as a purchase. The
aggregate purchase price and the allocation of such purchase price to the
acquired net assets, which are based upon preliminary purchase price
allocations, is as follows (in $000s):
Cost of 1,756,024 shares and share
equivalents of Square $ 52,681
Transaction costs 1,559
---------
Total acquisition cost $ 54,240
Elimination of stockholders' equity acquired (4,709)
Property, plant and equipment write-up to
estimated fair values (30,847)
Eliminate expenses deferred by Square-
of no continuing value to the Company 1,949
Recognize estimated severance costs 1,343
Recognize the net deferred tax liabilities
related to asset re-valuations 6,248
Fair value of non-compete agreement (500)
---------
Excess of cost over net assets acquired
(goodwill) $ 27,724
=========
The goodwill wil be amortized on a straight-line basis over 25 years.
The estimated life of 25 years was selected by management after consideration
of various factors, including the nature of the assets acquired, the terms of
the acquired management contracts and garage leases, the expected renewal rate
of such contracts and the historical renewal rate (92%) of the Company's
contracts, the relatively stable operating history of the acquired owned
parking facilities, the competitive environment and the relative stable
nature of the industry in which the acquired business operates.
The adjustments reflected in the pro forma consolidated balance sheet are as
follows:
(A) To record the purchase of Square based upon the preliminary
allocation of the purchase price based upon estimates of fair
value of the assets and liabilities acquired as set forth above,
including (i) the write-up of property, plant and equipment of
$30,847,000, (ii) the recognition of the non-compete agreement
with an estimated fair value of $500,000, (iii) the elimination
of $1,949,000 of deferred expenses of Square which have no
continuing value to the Company, (iv) the recording of
transaction costs of $1,559,000, (v) the recording of
estimated severance costs of $1,343,000,
(vi) the elimination of Square's equity, and (vii) the recording
of the resultant $27,742,000 in goodwill.
(B) To adjust the deferred tax balances to reflect the net deferred
tax liabilities resulting from the difference between amounts
recorded for financial reporting and tax purposes.
(C) To record the $52,681,000 net increase in long-term debt to
finance the acquisition.
Final purchase price allocations are not expected to be materially
different from the preliminary allocations.
PRO FORMA CONSOLIDATED STATEMENTS OF EARNINGS
The adjustments reflected in the pro forma consolidated statements
of earnings are as follows:
THREE MONTHS ENDED DECEMBER 31, 1996
(A) To eliminate management contract revenue and expense
related to the prior management
agreement between Civic and the Company.
(B) To record amortization of the intangible assets. The
goodwill and non-compete are being amortized over
periods of 25 and 5 years, respectively.
(C) To reflect the net change in depreciation resulting
from the fair value adjustments and changes
in estimated asset lives.
(D) To reflect a decrease in income earned on cash
investments used for purposes of the
acquisition of Civic.
(E) To reflect interest on acquisition related borrowings.
Interest is calculated at an annual rate of 6.75%.
(F) To eliminate the effect of acquisition costs reflected
in Square's historical results of operations
and directly related to Square's sale to the Company.
(G) To eliminate the effect of Square's (i) scheduled
amortization of deferred expenses and
financing costs, and (ii) the write-off of $612
thousand deferred financing costs directly
related to the acquisition.
(H) To record the effect of estimated cost savings relating
to general and administrative expenses,
including excess personnel, to be eliminated
prospectively in connection with the Square
acquisition.
(I) To record estimated federal and state income taxes at a
combined rate of 36%.
(J) To eliminate the revenues and expenses related to a bus
lot not acquired, but included in the
historical financial statements of Civic for the
period from March 21, 1996 through
December 31, 1996.
YEAR ENDED SEPTEMBER 30, 1996
(A) To eliminate management contract revenue and expense
related to the prior management
agreement between Civic and the Company.
(B) To record amortization of the intangible assets. The
goodwill and non-compete are being
amortized over periods of 25 and 5 years,
respectively.
(C) To reflect the net change in depreciation resulting
from the fair value adjustments and changes
in estimated asset lives.
(D) To reflect a decrease in income earned on cash
investments used for purposes of the
acquisition of Civic.
(E) To reflect interest on acquisition related borrowings.
Interest is calculated at an annual rate
of 6.75%.
(F) To eliminate the effect of acquisition costs reflected
in Square's historical results of operations
and directly related to Square's sale to the Company.
(G) To eliminate the effect of Square's (i) scheduled
amortization of deferred expenses and
financing costs, and (ii) the write-off of $612
thousand deferred financing costs directly
related to the acquisition.
(H) To record the effect of estimated cost savings relating
to general and administrative expenses,
including excess personnel, to be eliminated
prospectively in connection with the Square
acquisition.
(I) To record estimated federal and state income taxes at a
combined rate of 36%.
(J) To eliminate the revenues and expenses related to a bus
lot not acquired, but included in the
historical financial statements of Civic for the
period March 21, 1996 through
December 31, 1996.
(K) To record commercial rental income and certain property
expenses excluded from the Civic Center historical
statement of direct revenues and expenses for the
period January 1 through March 20, 1996.
23