1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended June 30, 2000
Commission file number 001-13950
CENTRAL PARKING CORPORATION
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Tennessee 62-1052916
- ---------------------------------------- ------------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
2401 21st Avenue South,
Suite 200, Nashville, Tennessee 37212
- ---------------------------------------- ------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (615) 297-4255
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Former name, address and fiscal year, if changed since last report:
Not Applicable
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Indicate by check mark whether the registrant (1) has 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 registrant's classes of
common stock as of the latest practicable date.
Class Outstanding at August 9, 2000
- ------------------------------------- -----------------------------
Common Stock, $0.01 par value 36,556,204
2
INDEX
CENTRAL PARKING CORPORATION
PAGE
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated balance sheets
---June 30, 2000 and September 30, 1999........................ 3
Consolidated statements of earnings
--- three and nine months ended June 30, 2000 and 1999......... 4
Consolidated statements of cash flows
--- nine months ended June 30, 2000 and 1999................... 5
Notes to consolidated financial statements..................... 6-13
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations............................ 14-20
Item 3. Quantitative and Qualitative Disclosure about Market Risk ..... 21
PART 2. OTHER INFORMATION
Item 1. Legal Proceedings ............................................. 22
Item 6. Exhibits and Reports on Form 8-K............................... 23-27
SIGNATURES .................................................... 28
Page 2 of 28
3
CENTRAL PARKING CORPORATION
Consolidated Balance Sheets
Unaudited
Dollar amounts in thousand
June 30, September 30,
2000 1999
----------- -----------
Assets
Current assets:
Cash and cash equivalents $ 46,052 $ 53,669
Management accounts receivable 35,823 33,288
Accounts receivable - other 16,203 18,966
Current portion of notes receivable (including amounts due from related parties
of $395 at June 30, 2000, and $509 at September 30, 1999) 13,092 12,503
Prepaid rent 12,056 14,222
Prepaid expenses 6,311 7,438
Deferred income taxes 247 247
Prepaid and refundable income taxes -- 5,374
----------- -----------
Total current assets 129,784 145,707
Investments, at amortized cost (fair value $5,540 at June 30, 2000, and $5,480 at
September 30, 1999) 5,717 5,488
Notes receivable, less current portion 46,296 47,870
Property, equipment, and leasehold improvements, net 438,097 421,090
Contract and lease rights, net 102,230 97,158
Goodwill, net 267,462 277,800
Investment in and advances to partnerships and joint ventures 31,387 32,218
Other assets 40,205 37,246
----------- -----------
$ 1,061,178 $ 1,064,577
=========== ===========
Liabilities and Shareholders' Equity
Current liabilities:
Current portion of long-term debt and capital lease obligation $ 55,915 $ 31,682
Accounts payable 77,396 74,778
Accrued payroll and related costs 14,998 12,268
Accrued expenses 9,430 20,051
Management accounts payable 34,138 33,416
Income taxes payable 5,086 4,171
----------- -----------
Total current liabilities 196,963 176,366
Long-term debt and capital lease obligations, less current portion 292,652 337,481
Deferred rent 18,039 17,681
Deferred compensation 11,919 12,058
Deferred income taxes 28,360 27,702
Minority interest 30,274 31,112
Other liabilities 4,340 5,058
----------- -----------
Total liabilities 582,547 607,458
Company-obligated mandatorily redeemable convertible securities of subsidiary
holding solely parent debentures 110,000 110,000
Shareholders' equity:
Common stock, $.01 par value; 50,000,000 shares authorized,
36,551,930 and 36,753,977 shares issued and outstanding, respectively 366 368
Additional paid-in capital 252,622 259,853
Foreign currency translation adjustment (81) (20)
Retained earnings 116,129 87,364
Deferred compensation on restricted stock (405) (446)
----------- -----------
Total shareholders' equity 368,631 347,119
----------- -----------
$ 1,061,178 $ 1,064,577
=========== ===========
See accompanying notes to consolidated financial statements
Page 3 of 28
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CENTRAL PARKING CORPORATION
Consolidated Statements of Earnings
Unaudited
Dollar amounts in thousands except per share data
Three Months Nine Months
Ended June 30, Ended June 30,
2000 1999 2000 1999
--------- --------- --------- ---------
Revenues:
Parking $ 160,405 $ 166,208 $ 477,617 $ 481,129
Management contract 25,961 22,709 76,733 68,219
--------- --------- --------- ---------
Total revenues 186,366 188,917 554,350 549,348
Costs and expenses:
Cost of parking 133,339 137,923 400,038 399,609
Cost of management contracts 8,498 6,322 25,139 17,991
General and administrative 16,832 19,455 56,414 58,331
Goodwill and non-compete amortization 2,975 2,990 9,026 8,730
Merger costs -- 2,882 3,747 37,177
--------- --------- --------- ---------
Total costs and expenses 161,644 169,572 494,364 521,838
Net gains (losses) on disposition of property (918) 379 2,171 3,187
--------- --------- --------- ---------
Operating earnings 23,804 19,724 62,157 30,697
Other income (expenses):
Interest income 1,808 1,945 5,212 4,836
Interest expense (6,798) (5,850) (19,966) (20,839)
Dividends on Company-obligated mandatorily redeemable
convertible securities of a subsidiary trust (1,501) (1,545) (4,511) (4,433)
Minority interest (652) (856) (2,512) (1,899)
Equity in partnership and joint venture earnings 6,440 1,425 9,105 3,678
--------- --------- --------- ---------
Other expenses, net (703) (4,881) (12,672) (18,657)
--------- --------- --------- ---------
Earnings before income taxes and extraordinary item 23,101 14,843 49,485 12,040
--------- --------- --------- ---------
Income tax expense 8,320 6,169 18,878 9,804
--------- --------- --------- ---------
Earnings before extraordinary item 14,781 8,674 30,607 2,236
Extraordinary item, net of tax -- -- (195) (1,002)
--------- --------- --------- ---------
Net earnings $ 14,781 $ 8,674 $ 30,412 $ 1,234
========= ========= ========= =========
Basic earnings per share:
Earnings before extraordinary item $ 0.41 $ 0.24 $ 0.84 $ 0.06
Extraordinary item, net of tax $ -- $ -- $ -- $ (0.03)
Net earnings $ 0.41 $ 0.24 $ 0.84 $ 0.03
Diluted earnings per share:
Earnings before extraordinary item $ 0.40 $ 0.23 $ 0.83 $ 0.06
Extraordinary item, net of tax $ -- $ -- $ (0.01) $ (0.03)
Net earnings $ 0.40 $ 0.23 $ 0.82 $ 0.03
See accompanying notes to consolidated financial statements
Page 4 of 28
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CENTRAL PARKING CORPORATION
Consolidated Statements of Cash Flows
Unaudited
Dollar amounts in thousands
Nine Months
Ended June 30,
2000 1999
-------- ---------
Cash flows from operating activities:
Net earnings before extraordinary item $ 30,607 $ 2,236
Extraordinary item, net of tax (195) (1,002)
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization 18,112 16,870
Amortization of goodwill and non-compete 9,026 8,730
Amortization of contract and lease rights, deferred rent,
deferred financing fees and other 9,274 6,793
Equity in partnership and joint venture earnings (9,105) (3,678)
Distributions from partnerships and joint ventures 3,034 3,089
Net gains on disposition of property (2,171) (3,187)
Deferred income taxes 658 (3,609)
Minority interest 2,512 1,899
Charge for Edison minority interest write-up -- 7,000
Changes in operating assets and liabilities, excluding acquisitions:
Management accounts receivable (2,535) (9,096)
Accounts receivable - other 2,763 (7,668)
Prepaid rent 2,166 (5,444)
Prepaid expenses 1,127 (4,158)
Prepaid and refundable income taxes 5,374 (2,110)
Other assets 457 3,515
Accounts payable, accrued expenses, and deferred compensation (10,337) (2,720)
Management accounts payable 722 6,954
Income taxes payable 915 1,174
-------- ---------
Net cash provided by operating activities 62,404 15,588
-------- ---------
Cash flows from investing activities:
Proceeds from disposition of property 20,780 21,205
Investment in notes receivable 985 (12,478)
Purchase of property, equipment, and leasehold improvements (49,959) (28,799)
Purchase of contract rights and lease rights (660) (43,436)
Investment in / advances to partnerships, joint ventures
and unconsolidated subsidiaries, net 5,865 (865)
Purchase of remaining interest in unconsolidated subsidiary -- (20,474)
Proceeds from maturities and calls on investments 80 --
Purchase of investments, net (309) (311)
-------- ---------
Net cash used by investing activities (23,218) (85,158)
-------- ---------
Cash flows from financing activities:
Dividends paid (1,650) (1,436)
Net (repayments) borrowings under revolving credit
agreement, net of issuance costs (34,476) 96,104
Proceeds from issuance of notes payable, net of issuance costs 13,300 246,797
Payment to minority interest partner (3,350) --
Principal repayments on notes payable and capital leases (15,446) (284,757)
Repurchase of common stock (10,268) --
Proceeds from issuance of common stock and
exercise of stock options and warrants, net 5,148 2,879
-------- ---------
Net cash (used) provided by financing activities (46,742) 59,587
-------- ---------
Foreign currency translation (61) 177
-------- ---------
Net decrease in cash and cash equivalents (7,617) (9,806)
Cash and cash equivalents at beginning of period 53,669 39,495
Cash and cash equivalents derived from Allright merger -- 11,249
-------- ---------
Cash and cash equivalents at end of period $ 46,052 $ 40,938
======== =========
Non-cash transactions:
Purchase of contract and lease rights with note payable $ 14,250 $ --
Reduction of investment in partnership $ -- $ 7,690
Purchase of interest in LLC $ -- $ (7,690)
Issuance of restricted stock $ 36 $ 60
Effects of acquisitions:
Estimated fair value of assets acquired $ -- $ 20,474
Purchase price in excess of the net assets acquired -- --
Estimated fair value of liabilities assumed -- --
Stock issued -- --
-------- ---------
Cash paid $ -- $ 20,474
Less cash acquired -- --
-------- ---------
Net cash paid for acquisitions $ -- $ 20,474
======== =========
See accompanying notes to consolidated financial statements
Page 5 of 28
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CENTRAL PARKING CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of Central
Parking Corporation ("Central Parking" or the "Company") have been prepared in
accordance with generally accepted accounting principles 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. All significant
inter-company transactions have been eliminated in consolidation. Operating
results for the three and nine months ended June 30, 2000 are not necessarily
indicative of the results that may be expected for the fiscal year ending
September 30, 2000. For further information, refer to the consolidated financial
statements and footnotes thereto for the year ended September 30, 1999 (included
in the Company's Annual Report on Form 10-K). Certain items have been
reclassified to conform to current year presentation.
MERGERS AND ACQUISITIONS
Contract and Lease Rights
The Company entered into an agreement effective June 1, 2000 to acquire
certain lease and contract rights for approximately $14.3 million. The
transaction was financed by the seller with a two-year obligation due in 2002.
The lease rights are being amortized over 17 years, the remaining term of the
lease, and the contract rights are being amortized over 3.5 years.
Black Angus Garage
On March 15, 2000, a limited liability company ("LLC") of which the Company
is the sole shareholder purchased the Black Angus Garage, a multi-level
structure with 300 parking stalls, located in New York City for $19.6 million.
$13.3 million of the purchase was financed with a five-year note. The remainder
was financed from borrowings under the new credit facility.
Arizona Stadium LLC
In October 1999, the Company purchased the remaining 50% interest in
Arizona Stadium LLC, a limited liability company that manages the parking
activities for the Arizona stadium, for approximately $1.6 million in cash. The
Company previously owned 50% of the LLC. In accordance with the partnership
agreement, the Company was required to repay the outstanding note payable and
incurred approximately $195 thousand of expenses, net of tax, related to early
extinguishment of debt. This expense has been accounted for as an extraordinary
loss.
New York Partnership
On May 28, 1999, the Company purchased the remaining 60% interest in a
partnership which operates a parking facility in New York City for $20.5 million
in cash. The Company previously owned 40% of the partnership. The previous
partner will continue to manage the garage for the next 7 years.
Allright Holdings, Inc.
On March 19, 1999, the Company completed a merger with Allright Holdings,
Inc. ("Allright"), pursuant to which approximately 7.0 million shares of Central
Parking common stock and approximately 0.5 million options and warrants to
purchase common stock of Central Parking, were exchanged for all of the
outstanding shares of common stock and options and warrants to purchase common
stock of Allright. The transaction, constituting a tax-free exchange, has been
accounted for as a pooling-of-interests under APB Opinion No. 16. Accordingly,
prior period financial statements presented have been restated to include the
combined results of operations, financial position and cash flows of Allright as
if it had been part of Central Parking from the date of Allright's inception,
October 31, 1996. Prior to the consummation of the merger, Allright's fiscal
year end was June 30. As a result of conforming Allright's fiscal year with that
of the Company's, the historical results of operations of Allright for the
quarter ending September 30, 1998 has been recorded directly to the Company's
consolidated shareholders' equity.
Page 6 of 28
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Merger costs, which are costs directly attributable to the merger and are
incremental to the combined companies, are recognized when incurred. The Company
has recognized a total of approximately $44.7 million of merger costs related to
the merger with Allright before adjustment for the tax benefits associated with
those costs. The results for the quarter ended June 30, 2000 included no merger
costs.
Edison Restructuring Agreement
In conjunction with the Company's merger with Allright, Allright entered
into a restructuring agreement whereby Allright loaned an additional $9.9
million to the limited partner and amended certain other related agreements. In
addition, the parties agreed that the limited partner's capital account would be
increased to $29.4 million as of the effective date of the restructuring, which
coincided with the consummation date of the merger with Allright. As a result of
this increase in the limited partner's capital account, the Company recorded a
$7 million charge to operations concurrent with the merger. Such charge is
reflected in merger costs in the accompanying consolidated financial statements
of earnings for the nine months ended June 30, 1999.
Allied Parking
On October 1, 1998, Allright purchased from Allied Parking, Inc. ("Allied")
four leases relating to parking facilities in New York City, with maturities
ranging from 2006 to 2029 for approximately $14.2 million. Allied agreed to
lease to Allright two more lots for 19 years, each in exchange for a note
receivable of $4.9 million, secured by an assignment of rents. Allright also
purchased the right to use the "Allied Parking" name associated with these
leases for $835 thousand.
On November 8, 1998, Allright purchased six additional leases from Allied
Parking with maturities ranging from 1999 to 2008 for $5.1 million. Allright
also purchased the right to use the "Allied Parking" name associated with these
leases for $300 thousand.
During April 1999, the Company purchased an additional lease from Allied
Parking which matures in 2020 for $3.0 million, and also purchased the right to
use the "Allied Parking" name associated with it as part of the purchase price.
Future Cash Commitments
On May 10, 1999, the Company announced a definitive agreement to purchase a
parking facility that is being developed in Chicago by a wholly owned subsidiary
of Prime Group Realty Trust (NYSE: PGE). The purchase price is approximately
$37.3 million. The garage will have a total of 1,018 parking spaces as well as
4,200 square feet suitable for retail. Under the terms of the agreement, the
purchase will occur upon completion of the parking facility, which is expected
in 2001.
EARNINGS PER SHARE
Basic earnings per share excludes dilution and is computed by dividing
income available to common shareholders by the weighted-average number of common
shares outstanding for the period. Diluted earnings per share reflects the
potential dilution that could occur if securities or other contracts to issue
common stock were exercised or converted into common stock or resulted in the
issuance of common stock, or if restricted shares of common stock were to become
fully vested, that then shared in the earnings of the entity.
Page 7 of 28
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The following tables set forth the computation of basic and diluted earnings per
share:
Three Months Ended June 30,
-----------------------------------------------------------------
2000 1999
------------------------------- -------------------------------
Income Common Per Income Common
Available Shares Share Available Shares Per Share
($000's) (000's) Amount ($000's) (000's) Amount
--------- ------- ------ --------- ------- ---------
Basic earnings per share:
Earnings before extraordinary item $14,781 36,260 $ 0.41 $8,674 36,402 $ 0.24
Effect of dilutive stock and options:
Stock option plan and warrants -- 201 (0.01) -- 449 (0.01)
Restricted stock plan -- 192 -- -- 173 --
Deferred stock unit plan -- 73 -- -- 34 --
Employee stock purchase plan -- 48 -- -- 20 --
------- ------ ------ ------ ------ ------
Diluted earnings per share:
Earnings before extraordinary item $14,781 36,774 $ 0.40 $8,674 37,078 $ 0.23
======= ====== ====== ====== ====== ======
Nine Months Ended June 30,
-----------------------------------------------------------------
2000 1999
------------------------------- -------------------------------
Income Common Per Income Common
Available Shares Share Available Shares Per Share
($000's) (000's) Amount ($000's) (000's) Amount
--------- ------- ------ --------- ------- ---------
Basic earnings per share:
Earnings before extraordinary item $30,607 36,418 $ 0.84 $2,236 36,312 $ 0.06
Effect of dilutive stock and options:
Stock option plan and warrants -- 204 (0.01) -- 487 --
Restricted stock plan -- 184 -- -- 173 --
Deferred stock unit plan -- 73 -- -- 28 --
Employee stock purchase plan -- 44 -- -- 38 --
------- ------ ------ ------ ------ ------
Diluted earnings per share:
Earnings before extraordinary item $30,607 36,923 $ 0.83 $2,236 37,038 $ 0.06
======= ====== ====== ====== ====== ======
Weighted average common shares used for the computation of basic earnings
per share excludes certain common shares issued pursuant to the Company's
restricted stock plan and deferred compensation agreement, because under the
related agreements the holder of such restricted stock may forfeit the shares if
certain employment or service requirements are not met.
The effect of the conversion of the company-obligated mandatorily
redeemable securities of the subsidiary trust has not been included in the
diluted earnings per share calculation since such securities are anti-dilutive.
At June 30, 2000 and 1999, such securities were convertible into 2,000,000
shares of common stock. For the three and nine months ended June 30, 2000,
options to purchase 918,027 and 991,580 shares, respectively are excluded from
the diluted common shares since they are anti-dilutive. During the quarter ended
June 30, 2000, the Company granted 61,250 options to purchase common stock to an
employee and a director at fair value on the date of grant.
On January 18, 2000 the Company's board of directors authorized the
repurchase of up to $50 million in outstanding shares of the Company's common
stock. The repurchase was subsequently approved by the Company's bank lenders on
February 14, 2000. Subject to availability, the repurchases may be made from
time to time in open market transactions or in privately negotiated off-market
transactions at prevailing market prices that the Company deems appropriate. As
of August 9, 2000, the Company has repurchased 624 thousand shares for a total
cost of $10.3 million.
LONG TERM DEBT
On March 19, 1999, the Company established a new credit facility (the "New
Credit Facility") providing for an aggregate availability of up to $400 million
consisting of a five-year $200 million revolving credit facility including a
sub-limit of $25 million for standby letters of credit, and a $200 million
five-year term loan. The principal amount of the term loan shall be repaid in
quarterly payments of $12.5 million commencing June 30, 2000 and continuing
until the loan is repaid. The New Credit Facility bears interest at LIBOR plus a
grid based margin dependent upon Central Parking achieving certain financial
ratios. The rate as of June 30, 2000 was LIBOR plus 1.125%. The Company used the
New Credit Facility to replace the Company's previous credit facility and to
refinance the existing debt of Allright Holdings, Inc. The amount outstanding
under the Company's New Credit Facility as of June 30, 2000 was $303.9 million
Page 8 of 28
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with a weighted average interest rate of 7.9% at June 30, 2000. The New Credit
Facility contains covenants including those that require the Company to maintain
certain financial ratios, restrict further indebtedness and limit the amount of
dividends paid.
On February 14, 2000, the Company entered into an amendment and restatement
to the New Credit Facility agreement primarily to allow the Company to
repurchase up to $50 million in outstanding shares of its common stock. This
amendment and restatement also contains provisions for up front fees of $700
thousand, which are being amortized over the life of the agreement. Interest
rates were not affected by this amendment.
The Company is required under the New Credit Facility to enter into certain
interest rate protection agreements designed to fix interest rates on variable
rate debt and reduce exposure to fluctuations in interest rates. On October 27,
1999, the Company entered into a $25 million interest rate swap for a term of
four years, cancelable after two years at the option of the counterparty, under
which the Company will pay to the counterparty a fixed rate of 6.16%, and the
counterparty will pay to the Company a variable rate equal to LIBOR. The
transaction involved an exchange of fixed rate payments for variable rate
payments and does not involve the exchange of the underlying nominal value. On
March 31, 2000, and again on June 29, 2000, the Company entered into $25 million
interest rate cap agreements at the rate of 8.0% per annum for a term of four
years each. The Company paid a total of $528 thousand for the two $25 million
cap agreements combined. The cost of the instruments is being amortized over the
terms of the agreements.
On March 18, 1998, the Company created Central Parking Finance Trust
("Trust") which completed a private placement of 4,400,000 shares at $25.00 per
share of 5.25% convertible trust issued preferred securities ("Preferred
Securities") pursuant to an exemption from registration under the Securities Act
of 1933, as amended. The Trust exists for the sole purpose of issuing the
Preferred Securities and investing the proceeds thereof in an equivalent amount
of 5.25% Convertible Subordinated Debentures ("Convertible Debentures") of the
Company due in 2008. The Preferred Securities do not have a stated maturity date
but are subject to mandatory redemption upon the repayment of the Convertible
Debentures at their stated maturity (April 1, 2008) or upon the acceleration or
earlier repayment of the Convertible Debentures. The Company's consolidated
balance sheets reflect the Preferred Securities of the Trust as
company-obligated mandatorily redeemable convertible securities of a subsidiary
whose sole assets are convertible subordinated debentures of the Company. The
consolidated results of operations reflect dividends on the Preferred
Securities.
On March 15, 2000, a limited liability company ("LLC") of which the Company
is the sole shareholder purchased the Black Angus Garage, a multi-level
structure with 300 parking stalls, located in New York City, for $19.6 million.
$13.3 million of the purchase was financed through a five-year note bearing
interest at one month floating LIBOR plus 162.5 basis points. To fix the
interest rate, the Company entered into a five-year LIBOR swap, yielding an
effective interest cost of 8.91% for the five-year period. The parent company
has guaranteed $1 million of the debt, which otherwise would have no recourse
except to the LLC. The remainder was financed from borrowings under the new
credit facility.
The Company entered into an agreement effective June 1, 2000, to acquire
certain contract and lease rights for approximately $14.3 million. The
transaction was financed by the seller with a two-year obligation due June 2002
at an interest rate of 7.32% and is backed by a letter of credit in the amount
of $15 million.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." SFAS No. 133
established reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts. Under SFAS No. 133, the
Company would recognize all derivatives as either assets or liabilities,
measured at fair value, in the statement of financial position. In July 1999,
SFAS No. 137 "Accounting for Derivative Instruments and Hedging Activities -
Deferral of Effective Date of FASB No. 133, An Amendment of FASB Statement No.
133" was issued deferring the effective date of SFAS 133 to fiscal years
beginning after June 15, 2000. In June 2000, SFAS No. 138 "Accounting for
Certain Derivative Instruments and Certain Hedging Activities, an Amendment of
FASB Statement No. 133" was issued clarifying the accounting for derivatives
under the new standard. The Company is in the process of evaluating the impact
these pronouncements will have on its consolidated financial statements.
In March 1998, the American Institute of Certified Public Accountants
issued Statement of Position ("SOP") 98-1, "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use," effective for fiscal years
Page 9 of 28
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beginning after December 16, 1998. SOP 98-1 defines which costs incurred to
develop or purchase internal use software should be capitalized and which should
be expensed. The Company's adoption of SOP 98-1 did not have a material impact
to the Company's consolidated financial statements.
In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101 "Revenue Recognition in Financial Statements" ("SAB
101"). SAB 101 establishes specific criterion for revenue recognition. In June
2000, the Securities and Exchange Commission issued ("SAB 101B"), which amends
the transition guidance for SAB 101. The Company must adopt the provisions of
SAB 101 no later than the fourth quarter of its fiscal year ending September 30,
2001. The Company is in the process of evaluating what impact, if any, this SAB
will have on the Company's revenue recognition policies.
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BUSINESS SEGMENTS
The Company is managed based on segments administered by senior vice
presidents. These segments are generally organized geographically, with
exceptions depending on the needs of specific regions. The following are
summaries of revenues, costs, and other expenses by segment for the three and
nine months ended June 30, 2000 and 1999, respectively.
Three Months Ended June 30, 2000
----------------------------------------------------------------------------------------------
GEN'L
ONE TWO THREE FOUR FIVE SIX INT'L CORP TOTAL
-------- -------- -------- -------- -------- ------- ------- ------- ---------
Parking revenue $ 19,448 $ 67,251 $ 9,306 $ 32,807 $ 13,259 $ 6,860 $ 7,680 $ 3,794 $ 160,405
Management contract 4,030 6,409 2,226 4,176 3,836 1,245 1,359 2,680 25,961
-------- -------- -------- -------- -------- ------- ------- ------- ---------
Total revenues 23,478 73,660 11,532 36,983 17,095 8,105 9,039 6,474 186,366
Cost of parking 17,395 57,354 8,952 29,140 11,090 5,785 6,077 (2,454) 133,339
Cost of management 1,554 2,013 836 1,629 1,585 556 342 (17) 8,498
General & administrative 1,781 5,099 618 2,135 1,545 692 1,302 3,660 16,832
Goodwill 173 2,072 112 262 96 -- -- 260 2,975
Merger costs -- -- -- -- -- -- -- -- --
-------- -------- -------- -------- -------- ------- ------- ------- ---------
Total costs 20,903 66,538 10,518 33,166 14,316 7,033 7,721 1,449 161,644
Net gains (losses) on
disposition of property 3 (34) 25 (428) (2,604) (5) (11) 2,136 (918)
-------- -------- -------- -------- -------- ------- ------- ------- ---------
Operating earnings 2,578 7,088 1,039 3,389 175 1,067 1,307 7,161 23,804
Interest income (expense) &
dividends (34) (4,998) (121) (581) (87) (125) 47 (592) (6,491)
Minority interest -- -- -- -- -- -- -- (652) (652)
Equity in partnerships and
joint ventures -- -- -- -- -- -- 280 6,160 6,440
-------- -------- -------- -------- -------- ------- ------- ------- ---------
Earnings before income tax 2,544 2,090 918 2,808 88 942 1,634 12,077 23,101
Income tax 8,320
--------
Net earnings $ 14,781
========
Three Months Ended June 30, 1999
----------------------------------------------------------------------------------------------
GEN'L
ONE TWO THREE FOUR FIVE SIX INT'L CORP TOTAL
-------- -------- -------- -------- -------- ------- ------- ------- ---------
Parking revenue $ 24,067 $ 67,527 $ 10,722 $ 31,424 $ 15,323 $ 7,084 $ 7,515 $ 2,546 $ 166,208
Management contract 2,925 5,584 1,733 3,559 3,534 1,096 1,585 2,693 22,709
-------- -------- -------- -------- -------- ------- ------- ------- ---------
Total revenues 26,992 73,111 12,455 34,983 18,857 8,180 9,100 5,239 188,917
Cost of parking 20,217 56,119 10,511 28,038 13,686 5,558 6,457 (2,663) 137,923
Cost of management 1,188 1,934 783 1,170 1,145 470 17 (385) 6,322
General & administrative 2,393 5,341 633 2,138 1,365 598 1,213 5,774 19,455
Goodwill 155 2,109 148 204 95 -- -- 279 2,990
Merger costs -- -- -- -- -- -- -- 2,882 2,882
-------- -------- -------- -------- -------- ------- ------- ------- ---------
Total costs 23,953 65,503 12,075 31,550 16,291 6,626 7,687 5,887 169,572
Net gains (losses) on
disposition of property 28 (10) 40 -- (21) 23 -- 319 379
-------- -------- -------- -------- -------- ------- ------- ------- ---------
Operating earnings 3,067 7,598 420 3,433 2,545 1,577 1,413 (329) 19,724
Interest income (expense) &
dividends (74) (5,103) (22) (542) (74) (45) (122) 532 (5,450)
Minority interest -- -- -- -- -- -- -- (856) (856)
Equity in partnerships and
joint ventures -- 184 -- -- -- -- 189 1,052 1,425
-------- -------- -------- -------- -------- ------- ------- ------- ---------
Earnings before income tax 2,993 2,679 398 2,891 2,471 1,532 1,480 399 14,843
Income tax 6,169
--------
Net earnings $ 8,674
========
Page 11 of 28
12
Nine Months Ended June 30, 2000
----------------------------------------------------------------------------------------------
GEN'L
ONE TWO THREE FOUR FIVE SIX INT'L CORP TOTAL
-------- -------- -------- -------- -------- ------- ------- ------- ---------
Parking revenue $ 58,638 $205,242 $ 28,642 $ 95,094 $ 39,591 $20,119 $20,813 $ 9,478 $ 477,617
Management contract 12,471 18,908 6,627 12,509 11,691 3,898 4,107 6,522 76,733
-------- -------- -------- -------- -------- ------- ------- ------- ----------
Total revenues 71,109 224,150 35,269 107,603 51,282 24,017 24,920 16,000 554,350
Cost of parking 53,682 172,612 27,089 86,592 33,583 16,992 17,555 (8,067) 400,038
Cost of management 4,550 5,906 2,414 4,488 4,479 1,704 39 1,559 25,139
General & administrative 5,197 15,403 1,956 6,336 5,213 1,807 3,789 16,713 56,414
Goodwill 507 6,416 337 791 294 -- -- 681 9,026
Merger costs -- -- -- -- -- -- -- 3,747 3,747
-------- -------- -------- -------- -------- ------- ------- ------- ----------
Total costs 63,936 200,337 31,796 98,207 43,569 20,503 21,383 14,633 494,364
Net gains (losses) on
disposition of property 153 (10) 22 (463) (2,602) 67 3 5,001 2,171
-------- -------- -------- -------- -------- ------- ------- ------- ----------
Operating earnings 7,326 23,803 3,495 8,933 5,111 3,581 3,540 6,368 62,157
Interest income (expense) &
dividends (143) (15,004) (365) (1,734) (254) (200) 83 (1,648) (19,265)
Minority interest -- -- -- -- -- -- -- (2,512) (2,512)
Equity in partnerships and
joint ventures -- -- -- -- -- -- 888 8,217 9,105
-------- -------- -------- -------- -------- ------- ------- ------- ----------
Earnings before income tax and
extraordinary items 7,183 8,799 3,130 7,199 4,857 3,381 4,511 10,425 49,485
Income tax 18,878
Extraordinary items, net
of tax (195)
----------
Net earnings $ 30,412
==========
Identifiable assets $ 80,403 $419,190 $ 48,732 $ 86,415 $ 56,873 $42,140 $24,856 $302,569 $1,061,178
Nine Months Ended June 30, 1999
----------------------------------------------------------------------------------------------
GEN'L
ONE TWO THREE FOUR FIVE SIX INT'L CORP TOTAL
-------- -------- -------- -------- -------- ------- ------- ------- ---------
Parking revenue $ 68,957 $195,794 $ 30,722 $ 91,093 $ 46,146 $21,200 $20,703 $ 6,514 $ 481,129
Management contract 9,204 15,429 5,348 11,239 10,449 3,316 4,957 8,277 68,219
-------- -------- -------- -------- -------- ------- ------- ------- ----------
Total revenues 78,161 211,223 36,070 102,332 56,595 24,516 25,660 14,791 549,348
Cost of parking 59,537 163,410 27,827 82,417 40,871 16,879 18,163 (9,495) 399,609
Cost of management 3,725 5,785 2,484 3,788 3,506 1,458 31 (2,786) 17,991
General & administrative 6,020 15,818 1,911 6,038 3,743 1,719 3,888 19,194 58,331
Goodwill 455 6,240 295 612 285 -- -- 843 8,730
Merger costs -- -- -- -- -- -- -- 37,177 37,177
-------- -------- -------- -------- -------- ------- ------- ------- ----------
Total Costs 69,737 191,253 32,517 92,855 48,405 20,056 22,082 44,933 521,838
Net gains (losses) on
disposition of property 31 (20) 44 (4) (31) 25 9 3,133 3,187
-------- -------- -------- -------- -------- ------- ------- ------- ----------
Operating earnings 8,455 19,950 3,597 9,473 8,159 4,485 3,587 (27,009) 30,697
Interest income (expense) &
dividends (144) (15,355) (136) (1,758) (423) (155) (107) (2,358) (20,436)
Minority interest -- -- -- -- -- -- -- (1,899) (1,899)
Equity in partnerships and
joint ventures -- 746 -- -- -- -- 506 2,426 3,678
-------- -------- -------- -------- -------- ------- ------- ------- ----------
Earnings before income tax and
extraordinary items 8,311 5,341 3,461 7,715 7,736 4,330 3,986 (28,840) 12,040
Income tax 9,804
Extraordinary item, net
of tax (1,002)
----------
Net earnings $ 1,234
==========
Identifiable Assets $ 44,956 $358,584 $ 29,034 $ 60,891 $ 40,764 $15,129 $21,391 $481,168 $1,051,917
Page 12 of 28
13
Segment One encompasses the western region of the United States, including West
Texas, and Louisiana.
Segment Two encompasses the northeastern region of the United States, including
New York, New Jersey, Eastern Pennsylvania, and New England.
Segment Three encompasses the southeastern region of the United States.
Segment Four encompasses parts of the southern (Parts of Mississippi and
Alabama) and mid-western regions of the United States, and also includes
Washington DC and upstate New York. The executive responsible for Segment Four
administers parts of Canada as well.
Segment Five encompasses the inter-mountain region of the United States,
including Northern Texas and parts of the Mid-west.
Segment Six encompasses Tennessee, Kentucky and parts of Alabama and
Mississippi.
During the quarter ended June 30, 2000, the Company realigned certain locations
among segments. All prior period segment data has been reclassified to conform
to the new segment alignment.
Page 13 of 28
14
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
FORWARD-LOOKING STATEMENTS MAY PROVE INACCURATE
This report includes various forward-looking statements regarding the
Company that are subject to risks and uncertainties, including, without
limitation, the factors set forth below and under the caption "Risk Factors" in
the Management's Discussion and Analysis of Financial Condition and Results of
Operations section of the Company's Report on Form 10-K for the year ended
September 30, 1999. Forward-looking statements include, but are not limited to,
discussions regarding the Company's operating strategy, growth strategy,
acquisition strategy, cost savings initiatives, industry, economic conditions,
financial condition, liquidity and capital resources and results of operations.
Such statements include, but are not limited to, statements preceded by,
followed by or that otherwise include the words "believes," "expects,"
"anticipates," "intends," "estimates" or similar expressions. For those
statements, the Company claims the protection of the safe harbor for
forward-looking statements contained in the Private Securities Litigation Reform
Act of 1995.
The following important factors, in addition to those discussed elsewhere
in this report and in the documents which are incorporated herein by reference,
could affect the future financial results of the Company and could cause actual
results to differ materially from those expressed in forward-looking statements
contained or incorporated by reference in this document:
- - successfully integrating Allright as well as future acquisitions in light
of challenges in retaining key employees, synchronizing business processes
and efficiently integrating facilities, marketing, and operations;
- - successful implementation of the Company's operating and growth strategy,
including possible strategic acquisitions;
- - fluctuations in quarterly operating results caused by a variety of factors
including the timing of gains on sales of owned facilities, preopening
costs, changes in the Company's cost of borrowing, effect of weather on
travel and transportation patterns, player strikes or other events
affecting major league sports and local, national and international
economic conditions;
- - the ability of the Company to form and maintain its strategic relationships
with certain large real estate owners and operators;
- - global and/or regional economic factors and;
- - compliance with laws and regulations, including, without limitation,
environmental, antitrust and consumer protection laws and regulations at
the federal, state, local and international levels.
OVERVIEW
On March 19, 1999, Central Parking completed a merger (the "Merger") with
Allright Holdings, Inc. ("Allright"). The transaction constituted a tax-free
reorganization and has been accounted for as a pooling-of-interests under
Accounting Principles Board ("APB") Opinion No. 16, "Business Combinations."
Refer to the accompanying notes to the consolidated financial statements.
The Company operates parking facilities under three types of arrangements:
leases, fee ownership, and management contracts. Parking revenues consist of
Central Parking Corporation and subsidiaries revenues from leased and owned
facilities. Cost of parking relates to both leased and owned facilities and
includes rent, payroll and related benefits, depreciation (if applicable),
maintenance, insurance, and general operating expenses.
Parking revenues from owned properties amounted to $19.0 million and $17.5
million for the three months ended June 30, 2000 and 1999, respectively, and
$55.4 million and $53.0 million for the nine months ended June 30, 2000 and
1999, respectively. Parking revenues from owned properties, as a percentage of
total parking revenues, accounted for 11.8% and 10.5% for the three months and
11.6% and 11.0% for the nine months ended June 30, 2000 and 1999, respectively.
Ownership of parking facilities, either independently or through joint ventures,
typically requires a larger capital investment than managed or leased facilities
but provides maximum control over the operation of the parking facility and the
greatest profit potential of the three types of operating arrangements. As the
owner, all changes in owned facility revenue and expense flow directly to the
Company. Additionally, the Company has the potential to realize benefits of
appreciation in the value of the underlying real estate if the property is sold.
Page 14 of 28
15
Central Parking assumes complete responsibility for all aspects of the property,
including all structural, mechanical, or electrical maintenance or repairs and
property taxes.
Parking revenues from leased facilities amounted to $141.4 million and
$148.7 million for the three months ended June 30, 2000 and 1999, respectively,
and $422.2 million and $428.1 million for the nine months ended June 30, 2000
and 1999, respectively. Parking revenues from leased properties, as a percentage
of total parking revenues, accounted for 88.2% and 89.5% in the three months and
88.4% and 89.0% in the nine months ended June 30, 2000 and 1999, respectively.
Leases generally provide for a contractually established payment to the facility
owner, which is a fixed annual amount, a percentage of gross revenues, or a
combination thereof. As a result, Central Parking's revenues and profits in its
lease arrangements are dependent upon the performance of the facility. Leased
facilities require a longer commitment and a larger capital investment by
Central Parking than managed facilities but generally provide a more stable
source of revenue and a greater opportunity for long-term revenue growth. Under
its leases, the Company is typically responsible for all facets of the parking
operations, including routine maintenance and nonstructural repairs. The Company
is typically not responsible for structural, mechanical, or electrical
maintenance or repairs, or property taxes. Lease arrangements are typically for
terms of three to ten years, with renewal options.
Management contract revenues amounted to $26.0 million and $22.7 million
for the three months ended June 30, 2000 and 1999, respectively, and $76.7
million and $68.2 million for the nine months ended June 30, 2000 and 1999,
respectively. Management contract revenues consist of management fees (both
fixed and percentage of revenues) and fees for ancillary services such as
insurance, accounting, equipment leasing, and consulting. The cost of management
contracts includes insurance premiums and claims and other indirect overhead.
The Company's responsibilities under a management contract as a facility manager
include hiring, training, and staffing parking personnel, and providing
collections, accounting, record keeping, insurance, and facility marketing
services. Generally, Central Parking is not responsible under its management
contracts for structural, mechanical, or electrical maintenance or repairs, or
for providing security or guard services or for paying property taxes. The
typical management contract is for a term of one to three years and generally is
renewable for successive one-year terms, but is cancelable by the property owner
on short notice.
The Company's clients have the option of obtaining insurance on their own
or having Central Parking provide insurance as part of the services provided
under the management contract. Because of its size and claims experience, the
Company typically can purchase such insurance at discounts to comparable market
rates and, management believes, at lower rates than the Company's clients can
generally obtain on their own. Accordingly, Central Parking generates profits on
the insurance provided under its management contracts.
As of June 30, 2000, Central Parking operated 2,083 parking facilities
through management contracts, leased 2,334 parking facilities, and owned 248
parking facilities, either independently or in joint venture with third parties.
THREE MONTHS ENDED JUNE 30, 2000 COMPARED TO THREE MONTHS ENDED JUNE 30,
1999
Parking revenues for the third quarter of fiscal 2000 decreased to $160.4
million from $166.2 million in the third quarter of fiscal 1999, a decrease of
$5.8 million, or 3.5%. The decrease is primarily a result of a net loss in
locations and to a lesser extent the change in status of certain properties from
leased locations to managed locations. The result of this change in status of
these properties from leased locations to managed locations decreased parking
revenue by approximately $1.1 million, decreased cost of parking by
approximately $0.5 million and increased management contract revenue by
approximately $0.1 million. The Company experienced a net loss of 179 leased and
owned locations at June 30, 2000 from the number of leased and owned locations
at June 30, 1999 (191 locations added, offset by 370 locations lost). Of the
locations lost, 54 properties were divested as a result of an agreement entered
into with the Antitrust Division of the U.S. Department of Justice in connection
with the Allright Merger, 79 locations were closed as a result of the Company's
normal, ongoing performance review of its parking facilities and 34 locations
were lost due to development or condemnation. Revenues from foreign operations
amounted to approximately $9.0 million and $9.1 million for the quarters ended
June 30, 2000 and 1999, respectively.
Management contract revenues for the third quarter of fiscal 2000 increased
to $26.0 million from $22.7 million in the same period of fiscal 1999, an
increase of $3.3 million or 14.3%. The increase is due to a variety of factors,
including increased management fees on existing and new locations
Page 15 of 28
16
and the net addition of 7 new locations at June 30, 2000 as compared to
June 30, 1999.
Cost of parking in the third quarter of fiscal 2000 decreased to $133.3
million from $137.9 million in the third quarter of fiscal 1999, a decrease of
$4.6 million or 3.3%. This decrease was due primarily to the reduction in the
number of leased and owned facilities in operation as compared to the prior year
period, as previously noted, partially offset by costs associated with new
locations. Cost of parking as a percentage of parking revenues was approximately
83% in both periods.
Cost of management contracts in the third quarter of fiscal 2000 increased
to $8.5 million from $6.3 million in the comparable prior year period, an
increase of $2.2 million or 34.4%. Cost of management contracts as a percentage
of management contract revenues increased in the third quarter of fiscal 2000 to
32.7% compared to 27.8% for the same period in the prior year. The increase in
the cost of management contracts as a percentage of management contract revenue
is attributable to a variety of factors, including increased health care costs
and workers compensation expense.
General and administrative expenses decreased to $16.8 million for the
third quarter of fiscal 2000 from $19.5 million in the third quarter of fiscal
1999, a decrease of $2.7 million or 13.5%. This decrease is due primarily to
$2.6 million in Allright merger related integration costs incurred in the third
quarter of 1999. The Company did not record any significant merger related
integration costs in the third quarter of fiscal 2000. Excluding the merger
related integration costs recorded in the third quarter of fiscal 1999, general
and administrative expenses were essentially unchanged as compared to the prior
year period. General and administrative expenses, excluding merger related
integrated costs totaled 9.0%, and 8.9% of total revenues for the third quarter
of 2000 and 1999, respectively.
Goodwill and non-compete amortization for both the third quarter of fiscal
2000 and the third quarter of fiscal 1999 was $3.0 million.
The Company did not record any merger costs in the quarter ended June 30,
2000 as compared to $2.9 million in the quarter ended June 30, 1999. Management
believes that merger costs to be incurred in future periods will not be
material.
Net losses on disposition of property for the three months ended June 30,
2000 amounted to $0.9 million. Such amount includes a $2.3 million gain from the
sale of a limited partnership interest in a commercial real estate development.
The transaction resulted from an unsolicited offer from the general partner to
acquire the Company's interest in the partnership. In addition, the Company also
recognized a $2.6 million impairment charge in the quarter on an owned parking
facility. Such transaction to sell the facility closed early in the fourth
quarter.
Interest income decreased to $1.8 million for the third quarter of fiscal
2000 from $1.9 million in the third quarter of fiscal 1999.
Interest expense and dividends on company-obligated mandatorily redeemable
convertible securities of a subsidiary trust increased to $8.3 million for the
third quarter of fiscal 2000 from $7.4 million in the third quarter of fiscal
1999, an increase of $0.9 million or 12.2%. This increase in interest expense
was primarily attributable to higher interest rates on the Company's variable
rate outstanding debt, as well as the addition of the Black Angus Garage note
discussed in the Notes to Consolidated Financial Statements. The weighted
average balance outstanding under such credit facilities and convertible
securities was $454.9 million during the quarter ended June 30, 2000, at a
weighted average interest rate of 6.9% compared to $460.1 million during the
quarter ended June 30, 1999 at an average interest rate of 6.0%.
Equity in partnership and joint venture earnings increased to $6.4 million
for the third quarter of fiscal 2000 from $1.4 million in the third quarter of
fiscal 1999. The $5.0 million increase is attributable to a gain on the sale of
a property recognized by a partnership in which the Company was a limited
partner. Such transaction resulted from the general partner's decision to sell
the property as allowed by the partnership agreement.
Income taxes before extraordinary item increased to $8.3 million for the
third quarter of fiscal 2000 from $6.2 million in the third quarter of fiscal
1999, an increase of $2.1 million. The effective tax rate for the third quarter
of
Page 16 of 28
17
fiscal 2000 was 36.0% compared to 41.6% for the comparable prior year period.
The decrease in the effective tax rate is attributable primarily to a one-time
benefit of $0.9 million generated by the reduction of certain state net
operating loss valuation allowances that had been established by Allright.
Management believes that it will be able to utilize these net operating losses
to offset future income before their statutory expiration dates as a result of
various planning strategies the Company implemented during the third quarter.
The effective tax rate is expected to normalize at 40% for the fourth
quarter of fiscal 2000.
NINE MONTHS ENDED JUNE 30, 2000 COMPARED TO NINE MONTHS ENDED JUNE 30, 1999
Parking revenues for the nine months ended June 30, 2000 decreased to
$477.6 million from $481.1 million in the same period of fiscal 1999, a decrease
of $3.5 million or 0.7%. The decrease is primarily a result of a net loss in
locations, and to a lesser extent, a change in status of certain properties from
leased locations to managed locations. The result of this change in status
decreased parking revenue by approximately $2.9 million, decreased cost of
parking by approximately $1.4 million and increased management contract revenue
by approximately $.2 million. Of the locations lost, 54 properties were divested
as a result of an agreement entered into with the Antitrust Division of the U.S.
Department of Justice, 79 locations were closed as a result of the Company's
normal, ongoing performance review of it's parking facilities and 34 locations
were lost due to development or condemnation. Revenues from foreign operations
amounted to approximately $24.9 million and $25.7 million for the nine months
ended June 30, 2000 and 1999, respectively.
Management contract revenues for the nine months ended June 30, 2000
increased to $76.7 million from $68.2 million in the same period of fiscal 1999,
an increase of $8.5 million or 12.5%. The increase is due to a variety of
factors, including increased management fees on existing locations and the net
addition of 7 new locations at June 30, 2000 as compared to June 30, 1999.
Cost of parking in the first nine months of 2000 increased slightly to
$400.0 million from $399.6 million in the same period of 1999. Rent expense,
which comprises approximately 60.3% of the cost of parking category, was $241.2
million for the first nine months of fiscal 2000 as compared to $240.8 million
during the comparable prior year period. Payroll expense, which comprises
approximately 22.2% of the cost of parking category, was $88.8 million during
the current year period as compared to $89.1 million during the prior year. Cost
of parking as a percentage of parking revenues increased to 83.8% from 83.1% due
to the inability to adjust fixed expenses to match the slightly lower revenues
recorded during the first nine months of fiscal 2000.
Cost of management contracts in the first nine months of 2000 increased to
$25.1 million from $18.0 million in the same period of 1999, an increase of $7.1
million or 39.7%. Cost of management contracts as a percentage of management
contract revenue increased to 32.8% for the first nine months of fiscal 2000
from 26.4% for the same period in 1999. The increase in the cost of management
contracts as a percentage of management contract revenue can be attributed to a
variety of factors, including increased health care costs and workers
compensation expense.
General and administrative expenses decreased to $56.4 million for the
first nine months of fiscal 2000 from $58.3 million in the same period of 1999,
a decrease of $1.9 million or 3.3%. Excluding merger related integration costs
of $6.9 million in the current year and $2.6 million in the prior year, general
and administrative expenses were $49.5 million in the first nine months of
fiscal 2000 as compared to $55.7 million during the comparable prior year
period. The decline is a result of synergies created in various expense
categories resulting from the Allright merger including but not limited to
reductions in payroll, supplies, and travel and entertainment expenses. General
and administrative expenses, excluding merger related integration costs, totaled
8.9%, and 10.1% of total revenues for the nine months ended June 30, 2000 and
1999, respectively.
Goodwill and non-compete amortization for the nine months ended June 30,
2000 increased to $9.0 million from $8.7 million in the same period of fiscal
1999, an increase of $0.3 million or 3.4%.
The Company incurred $3.7 million of merger costs on a pretax basis during
the nine months ended June 30, 2000. Merger costs included approximately $1.3
million of legal, accounting, and consulting fees; $1.1 million related to
employment agreements and severance and $1.3 million in travel, supplies,
printing and other out of pocket expenses. The costs, which are directly
attributable to the merger and are incremental to the combined companies, are
recognized when incurred. During the comparable prior year period the Company
incurred $37.2 million of merger costs.
Page 17 of 28
18
Net gains on disposition of property for the nine months ended June 30,
2000 amounted to $2.2 million. Such amount includes a $2.3 million gain from the
sale of a limited partnership interest in a commercial real estate development
as previously discussed, a gain of $1.1 million resulting from the disposal of
two parking lots due to a governmental condemnation proceeding, $0.8 million in
net gains resulting from divestitures required by a settlement agreement with
the Anti-trust Division of the United States Department of Justice as a result
of the Allright merger, and $1.0 million in gains from property sales resulting
from pre-existing contractual buy / sell provisions. These gains were offset by
a $2.6 million impairment charge in the quarter ended June 30, 2000 on an owned
parking facility. The Company entered into a contract to sell such facility,
which closed early in the fourth quarter.
Interest income increased to $5.2 million for the nine months ended June
30, 2000 from $4.8 million in the same period of fiscal 1999, an increase of
$400 thousand, or 7.8%. The increase in interest income is a result of notes
receivable added during the nine months ended June 30, 2000.
Interest expense and dividends on Company-obligated mandatorily redeemable
convertible securities of a subsidiary trust decreased to $24.5 million for the
first nine months of fiscal 2000 from $25.3 million in the same period of fiscal
1999, a decrease of $0.8 million or 3.2%. This decrease in interest expense was
primarily attributable to lower interest rates on the Company's overall
outstanding debt as a result of refinancing the Allright debt with the New
Credit Facility. The weighted average balance outstanding under such credit
facilities and convertible securities was $463.2 million for the nine months
ended June 30, 2000, at a weighted average interest rate of 6.7% compared to
$429.2 million for the same period ended June 30, 1999 at an average interest
rate of 7.5%.
Equity in partnership and joint venture earnings increased to $9.1 million
for the first nine months of fiscal 2000 as compared to $3.7 million during the
comparable prior year period. The $5.0 million increase is attributable to a
gain on the sale of a property recognized by a partnership in which the Company
was a limited partner. Such transaction resulted from the general partner's
decision to sell the property as allowed by the partnership agreement.
Income taxes, excluding extraordinary item, increased to $18.9 million for
the nine months ended June 30, 2000 from $9.8 million in the first nine months
of 1999, an increase of $9.1 million or 92.9%. During the nine months ended June
30, 1999, the Company recorded lower earnings before income taxes due in part to
the merger costs discussed above. The effective tax rate for the first nine
months of fiscal 2000 was 38.1%. During the third quarter of fiscal 2000 the
Company realized a one-time benefit of $0.9 million attributable to the
reduction of certain state net operating loss valuation allowances as previously
discussed.
LIQUIDITY AND CAPITAL RESOURCES
Operating activities for the nine months ended June 30, 2000 provided net
cash of $62.4 million, compared to $15.6 million provided for the same period in
1999. The net increase in cash provided by operating activities of $46.8 million
is primarily the result of increases in net income before extraordinary item of
$28.4 million and a net decrease in working capital of $20.2 million. Net
earnings before extraordinary item of $30.6 million, depreciation and
amortization of $36.4 million, and decreases in prepaid and refundable income
tax of $5.4 million account for the majority of cash provided by operating
activities during the nine months ended June 30, 2000. These sources of cash are
partially offset by increases in management accounts receivable of $2.5 million
and decreases in accounts payable, accrued expenses, and deferred compensation
of $10.3 million during that period. During the nine months ended June 30, 1999,
net income before extraordinary item of $2.2 million, increases in management
accounts and other receivables of $16.8 million, increases in prepaid taxes,
rent and other expenses of $11.7 million, partially offset by depreciation and
amortization expenses of $32.4 million, increases in management accounts payable
of $7.0 million and a non-cash charge related to the Edison minority interest of
$7.0 million account for the majority of cash provided by operations.
Investing activities for the nine months ended June 30, 2000 used net cash
of $23.2 million, compared to $85.2 million used for the same period in 1999.
Purchase of property, equipment, leasehold improvements, and contract rights of
$50.6 million partially offset by proceeds from disposals of property of $20.8
million account for the majority of cash used by investing activities during the
first nine months of fiscal 2000. Purchase of property, equipment, leasehold
improvements, and contract rights of $72.2 million and investment in
Page 18 of 28
19
notes receivable of $12.5 million, partially offset by proceeds from sales and
divestitures of property and equipment of $21.2 million account for the majority
of the cash used by investing activities in the first nine months of fiscal
1999.
Financing activities for the nine months ended June 30, 2000 used net cash
of $46.7 million, compared to cash provided of $59.6 million in the same period
in 1999. Net payments under the revolving credit agreement of $34.5 million,
repurchase of common stock of $10.3 million, and minority interest payments of
$3.3 million, partially offset by proceeds from issuance of common stock and
exercise of warrants of $5.1 million and proceeds from issuance of notes payable
of $13.3 million during the nine months ended June 30, 2000, account for the
majority of the net cash used by financing activities. Proceeds from issuance of
notes payable of $246.8 million and net borrowings under the revolving credit
agreement of $96.1 million, partially offset by principal repayments on notes
payable of $284.8 million account for the majority of the net cash provided by
financing activities during the nine months ended June 30, 1999.
Depending on the timing and magnitude of the Company's future investments
(either in the form of leased or purchased properties, joint ventures, or
acquisitions), the working capital necessary to satisfy current obligations is
anticipated to be generated from operations and from Central Parking's credit
facility over the next twelve months. In the ordinary course of business,
Central Parking is required to maintain and, in some cases, make capital
improvements to the parking facilities it operates. See Future Cash Commitments
in this section.
If Central Parking identifies investment opportunities requiring cash in
excess of Central Parking's cash flows and the existing credit facility, Central
Parking may seek additional sources of capital, including seeking to further
amend the existing credit facility to obtain additional indebtedness. The
Allright Registration Rights Agreement, as noted under the caption "Risk
Factors" in the Management's Discussion and Analysis of Financial Condition and
Results of Operations section of the Company's Report on Form 10-K for the year
ended September 30, 1999, provides certain limitations and restrictions upon
Central Parking's ability to issue new shares of Central Parking common stock.
Until certain shareholders of Central Parking have received at least $350
million from the sale of Central Parking common stock in either registered
offerings or otherwise, Central Parking cannot sell any shares of its common
stock on its own behalf, subject to certain exceptions. While Central Parking
does not expect this limitation to affect its working capital needs, it could
have an impact on Central Parking's ability to complete significant
acquisitions. The current market value of Central Parking common stock also
could have an impact on Central Parking's ability to complete significant
acquisitions or raise additional capital.
Future Cash Commitments
On May 10, 1999, the Company announced a definitive agreement to purchase a
parking facility that is being developed in Chicago by a wholly owned subsidiary
of Prime Group Realty Trust (NYSE: PGE). The purchase price is approximately
$37.3 million. The garage will have a total of 1,018 parking spaces as well as
4,200 square feet suitable for retail. Under the terms of the agreement, the
purchase will occur upon completion of the parking facility, which is expected
in 2001. Central Parking expects to finance this purchase through a synthetic
lease or borrow through other indebtedness.
On January 18, 2000, the Company's board of directors authorized the
repurchase of up to $50 million in outstanding shares of the Company's common
stock. The repurchase was subsequently approved by the Company's bank lenders on
February 14, 2000. Subject to availability, the repurchases may be made from
time to time in open market transactions or in privately negotiated off-market
transactions at prevailing market prices that the Company deems appropriate. The
Company has repurchased 624 thousand shares at a total cost of $10.3 million.
New Credit Facility
On March 19, 1999, Central Parking established a new credit facility
providing for an aggregate of up to $400 million (the "New Credit Facility")
consisting of a five-year $200 million revolving credit facility including a
sub-limit of $25 million for standby letters of credit, and a $200 million
five-year term loan. The principal amount of the term loan shall be repaid in
quarterly payments of $12.5 million commencing June 30, 2000 and continuing
until the loan is repaid. The New Credit Facility bears interest at LIBOR plus a
grid based margin dependent upon the Company achieving certain financial ratios.
The rate as of June 30, 2000 was LIBOR plus 1.125%. The New Credit Facility
contains certain covenants including those that require Central Parking to
maintain certain financial ratios, restrict further indebtedness and limit the
amount of dividends paid. Central Parking used the New Credit Facility to
replace the Company's previous credit facility and to refinance the existing
debt of Allright Holdings, Inc.
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The weighted average amount outstanding under the Company's New Credit Facility
for the nine months ended June 30, 2000 is $329.3 million, with a weighted
average interest rate of 7.2%. The New Credit Facility contains covenants
including those that require the Company to maintain certain financial ratios,
restrict further indebtedness and limit the amount of dividends paid.
On February 14, 2000, the Company entered into an amendment and restatement
to the New Credit Facility agreement to allow for the Company to repurchase up
to $50 million in outstanding shares of its common stock. This amendment and
restatement contains provisions for amendment fees of $700 thousand payable to
the banking group. Interest rates are not affected by the amendment and will
continue to be based upon the existing grid and determined based on certain
financial ratios.
Convertible Trust Issued Preferred Securities and Equity Offerings
On March 18, 1998, the Company completed an offering of 2,137,500 shares of
common stock. The Company received net proceeds from the offering of $89.1
million. Concurrent with the common stock offering, the Company created the
Trust which completed a private placement of 4,400,000 shares at $25.00 per
share of 5.25% convertible trust issued preferred securities pursuant to an
exemption from registration under the Securities Act of 1933, as amended. The
Preferred Securities represent preferred undivided beneficial interests in the
assets of Central Parking Finance Trust, a statutory business trust formed under
the laws of the State of Delaware. The Company owns all of the common securities
of the Trust. The Trust exists for the sole purpose of issuing the Preferred
Securities and investing the proceeds thereof in an equivalent amount of 5.25%
Convertible Subordinated Debentures ("Convertible Debentures") of the Company
due 2028. The net proceeds to the Company from the Preferred Securities private
placement were $106.0 million. Each Preferred Security is entitled to receive
cumulative cash distributions at an annual rate of 5.25% (or $1.312 per share)
and will be convertible at the option of the holder thereof into shares of
Company common stock at a conversion rate of 0.4545 shares of Company common
stock for each Preferred Security (equivalent to $55.00 per share of Company
common stock), subject to adjustment in certain circumstances. The Preferred
Securities do not have a stated maturity date but are subject to mandatory
redemption upon the repayment of the Convertible Debentures at their stated
maturity (April 1, 2028) or upon acceleration or earlier repayment of the
Convertible Debentures. The proceeds of the equity and preferred security
offerings were used to repay indebtedness.
The Company's consolidated balance sheets reflect the Preferred Securities
of the Trust as company-obligated mandatorily redeemable convertible securities
of subsidiary whose sole assets are convertible subordinated debentures of the
Parent.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." SFAS No. 133
established reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts. Under SFAS No. 133, the
Company would recognize all derivatives as either assets or liabilities,
measured at fair value, in the statement of financial position. In July 1999,
SFAS No. 137 "Accounting for Derivative Instruments and Hedging Activities -
Deferral of Effective Date of FASB No. 133, An Amendment of FASB Statement No.
133" was issued deferring the effective date of SFAS 133 to fiscal years
beginning after June 15, 2000. In June 2000, SFAS No. 138 "Accounting for
Certain Derivative Instruments and Certain Hedging Activities, an Amendment of
FASB Statement No. 133" was issued clarifying the accounting for derivatives
under the new standard. The Company is in the process of evaluating the impact
these pronouncements will have on its consolidated financial statements.
In March 1998, the American Institute of Certified Public Accountants
issued Statement of Position ("SOP") 98-1, "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use," effective for fiscal years
beginning after December 16, 1998. SOP 98-1 defines which costs incurred to
develop or purchase internal use software should be capitalized and which should
be expensed. The Company's adoption of SOP 98-1 did not have a material impact
to the Company's consolidated financial statements.
In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101 "Revenue Recognition in Financial Statements" ("SAB
101"). SAB 101 establishes specific criterion for revenue recognition. In June
2000, the Securities and Exchange Commission issued ("SAB 101B"), which amends
the transition guidance for SAB 101. The Company must adopt the provisions of
SAB101 no later than the fourth quarter of its fiscal year ending September 30,
2001. The Company is in the process of evaluating what impact, if any, this SAB
will have on the Company's revenue recognition policies.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Interest Rates
The Company's primary exposure to market risk consists of changes in
interest rates on borrowings. At June 30, 2000, the Company's current portion of
long-term debt was $55.9 million, long-term debt including capital leases and
notes payable was $292.7 million. Of this amount, $25 million is subject to a
fixed interest rate swap, $50 million is subject to an interest rate cap of
8.0%, and $278.9 million is variable rate debt, which is subject to a pricing
grid. $187.5 million of the debt is payable in quarterly installments of $12.5
million beginning in June 2000 through March 2004 and $116.4 million of the debt
is a revolving credit loan due in March 2004. The Company anticipates paying the
scheduled quarterly payments out of operating cash flow and, if necessary, will
attempt to renew the revolving credit facility. Generally, fixed rate long-term
debt is used to finance single purpose purchases over a fixed period of time.
As of June 30, 2000 the Company's variable rate debt is priced at LIBOR
plus 112.5 basis points. For each 100 basis point increase or decrease in LIBOR
the Company would incur increased or decreased interest expense of approximately
$2.8 million per year.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
In connection with the merger of Allright Holdings, Inc. with a subsidiary of
the Company, the Antitrust Division of the United States Department of Justice
(the "Antitrust Division") filed a complaint in U.S. District Court for the
District of Columbia seeking to enjoin the merger on antitrust grounds. In
addition, the Company received notices from several states, including Tennessee,
Texas, Illinois, and Maryland, that the attorneys general of those states were
reviewing the merger from an antitrust perspective. Several of these states also
requested certain information relating to the merger and the operations of
Central and Allright in the form of civil investigative demands.
Central and Allright entered into a settlement agreement with the Antitrust
Division on March 16, 1999, under which the two companies agreed to divest a
total of 74 parking facilities in 18 cities, representing approximately 18,000
parking spaces. None of the states that reviewed the transaction from an
antitrust perspective became a party to the settlement agreement with the
Antitrust Division, and the Company is aware that at least one of these states,
Tennessee, is still conducting a review of the operations of Central and
Allright. The Company has completed the divestiture of all of the facilities
required to be divested by the settlement agreement. The settlement agreement
provides that Central and Allright may not operate any of the divested
facilities for a period of two years following the divestiture of such facility.
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23
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
2 Plan of Recapitalization, effective October 9, 1997
(Incorporated by reference to Exhibit 2 to the Company's
Registration Statement No. 33-95640 on Form S-1).
2.1 Agreement and Plan of Merger dated September 21, 1998, by and
among the Registrant, Central Merger Sub, Inc., Allright
Holdings, Inc., Apollo Real Estate Investment Fund II, L.P.
and AEW Partners, L.P. (Incorporated by reference to Exhibit
2.1 to the Company's Registration Statement No. 333-66081 on
Form S-4 filed on October 21, 1998).
2.2 Amendment dated as of January 5, 1999, to the Agreement and
Plan of Merger dated September 21, 1998 by and among the
Registrant, Central Merger Sub, Inc., Allright Holdings, Inc.,
Apollo Real Estate Investment Fund II, L.P. and AEW Partners,
L.P. (Incorporated by reference to Exhibit 2.1 to the
Company's Registration Statement No. 333-66081 on Form S-4
filed on October 21, 1998, as amended).
2.3 Acquisition Agreement and Plan of Merger dated as of November
7, 1997, by and between the Registrant and Kinney System
Holding Corp and a subsidiary of the Registrant (Incorporated
by reference to the Company's Current Report on Form 8-K filed
on February 17, 1998).
3.1 (a) Amended and Restated Charter of the Registrant (Incorporated
by reference to Exhibit 4.1 to the Company's Registration
Statement No. 333-23869 on Form S-3).
(b) Articles of Amendment to the Charter of Central Parking
Corporation increasing the authorized number of shares of
common stock, par value $0.01 per share, to one hundred
million (Incorporated by reference to Exhibit 2 to the
Company's 10-Q for the quarter ended June 30, 1999).
3.2 Amended and Restated Bylaws of the Registrant (Incorporated by
reference to Exhibit 4.1 to the Company's Registration
Statement No. 333-23869 on Form S-3).
4.1 Form of Common Stock Certificate (Incorporated by reference to
Exhibit 4.1 to the Company's Registration Statement No.
33-95640 on Form S-1).
4.4 Registration Rights Agreement dated as of September 21, 1998
by and between the Registrant, Apollo Real Estate Investment
Fund II, L.P., AEW Partners, L.P. and Monroe J. Carell, Jr.,
The
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Monroe Carell Jr. Foundation, Monroe Carell Jr. 1995 Grantor
Retained Annuity Trust, Monroe Carell Jr. 1994 Grantor
Retained Annuity Trust, The Carell Children's Trust, The 1996
Carell Grandchildren's Trust, The Carell Family Grandchildren
1990 Trust, The Kathryn Carell Brown Foundation, The Edith
Carell Johnson Foundation, The Julie Carell Stadler
Foundation, 1997 Carell Elizabeth Brown Trust, 1997 Ann Scott
Johnson Trust, 1997 Julia Claire Stadler Trust, 1997 William
Carell Johnson Trust, 1997 David Nicholas Brown Trust and 1997
George Monroe Stadler Trust (Incorporated by reference to
Exhibit 4.4 to the Company's Registration Statement No.
333-66081 filed on October 21, 1998).
4.4 Amendment dated January 5, 1999 to the Registration Rights
Agreement dated as of September 21, 1998, by and between the
Registrant, Apollo Real Estate Investment fund II, L.P., AEW
Partners, L.P. and Monroe J. Carell, Jr., The Monroe Carell
Jr. Foundation, Monroe Carell Jr. 1995 Grantor Retained
Annuity Trust, Monroe Carell Jr. 1994 Grantor Retained Annuity
Trust, The Carell Children's Trust, The 1996 Carell
Grandchildren's Trust, The Carell Family Grandchildren 1990
Trust, The Kathryn Carell Brown Foundation, The Edith Carell
Johnson Foundation, The Julie Carell Stadler Foundation, 1997
Carell Elizabeth Brown Trust, 1997 Ann Scott Johnson Trust,
1997 Julia Claire Stadler Trust, 1997 William Carell Johnson
Trust, 1997 David Nicholas Brown rust and 1997 George Monroe
Stadler Trust. (Incorporated by reference to Exhibit 4.4.1 to
the Company's Registration Statement No. 333-66081 filed on
October 21, 1998, as amended).
4.5 Indenture dated March 18, 1998 between the registrant and
Chase Bank of Texas, National Association, as Trustee
regarding up to $113,402,050 of 5-1/4 % Convertible
Subordinated Debentures due 2028. (Incorporated by reference
to Exhibit 4.5 to the Registrant's Registration Statement No.
333-52497 on Form S-3).
4.6 Amended and Restated Declaration of Trust of Central Parking
Finance Trust dated as of March 18, 1998. (Incorporated by
reference to Exhibit 4.5 to the Registrant's Registration
Statement No. 333-52497 on Form S-3).
4.7 Preferred Securities Guarantee Agreement dated as of March 18,
1998 by and between the Registrant and Chase Bank of Texas,
National Association as Trustee (Incorporated by reference to
Exhibit 4.7 to the Registrant's Registration Statement No.
333-52497 on Form S-3).
4.8 Common Securities Guarantee Agreement dated March 18, 1998 by
the Registrant. (Incorporated by reference to Exhibit 4.9 to
333-52497 on Form S-3).
10.1 Executive Compensation Plans and Arrangements
(a) 1997 Incentive and Nonqualified Stock Option Plan for Key
personnel (Incorporated by reference to Exhibit 10.1 to the
Company's Registration Statement No. 33-95640 on Form S-1).
(b) Form of Option Agreement under Key Personnel Plan
(Incorporated by reference to Exhibit 10.2 to the Company's
Registration Statement No. 33-95640 on Form S-1).
(c) 1997 Restricted Stock Plan (Incorporated by reference to
Exhibit 10.5.1 to the Company's Registration Statement No.
33-95640 on Form S-1.)
(d) Form of Restricted Stock Agreement (Incorporated by reference
to Exhibit 10.5.2 to the Company's Registration Statement No.
33-95640 on Form S-1.)
(e) Form of Employment Agreements with Executive Officers
(Incorporated by reference to Exhibit 10.7 to the Company's
Registration Statement No. 33-95640 on Form S-1.)
(f) Monroe J. Carell, Jr. Employment Agreement (Incorporated by
reference to Exhibit 10.8 to the Company's Registration
Statement No. 33-95640 on Form S-1.)
(g) Monroe J. Carell, Jr. Revised Deferred Compensation Agreement,
as amended (Incorporated by reference to Exhibit 10.9 to the
Company's Registration Statement No.33-95640 on Form S-1.)
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(h) James H. Bond Employment Agreement (Incorporated by reference
to Exhibit 10.10 to the Company's Registration Statement No.
33-95640 on Form S-1.)
(i) Performance Unit Agreement between Central Parking Corporation
and James H. Bond (Incorporated by reference to Exhibit
10.11.1 to the Company's Registration Statement No. 33-95640
on Form S-1.)
(j) Modification of Performance Unit Agreement of James H. Bond
(Incorporated by reference to Exhibit 10.1 (j) to the
Company's Annual Report on Form 10-K filed on December 27,
1997).
(k) James H. Bond Severance Agreement (Incorporated by reference
to Exhibit 10.17 to the Company's Registration Statement No.
33-95640 on Form S-1.)
(l) Deferred Stock Unit Plan (Incorporated by reference to Exhibit
10.1 to the Company's Annual Report on Form 10-K for the
period ended September 30, 1998).
(m) EPS Compensation Program for Senior Executives. (Incorporated
by reference to Exhibit 10.1 (m) of the Company's Report on
Form 10-K for the period ended September 30, 1999.)
10.2 1997 Nonqualified Stock Option Plan for Directors
(Incorporated by reference to Exhibit 10.3 to the Company's
Registration Statement No. 33-95640 on Form S-1.)
10.3 Form of Option Agreement under Directors plan (Incorporated by
reference to Exhibit 10.4 to the Company's Registration
Statement No. 33-95640 on Form S-1.)
10.4 Central Parking System, Inc. Profit Sharing Plan, as amended
(Incorporated by reference to Exhibit 10.6 to the Company's
Registration Statement No. 33-95640 on Form S-1.)
10.5 Form of Indemnification Agreement for Directors (Incorporated
by reference to Exhibit 10.12 to the Company's Registration
Statement No. 33-95640 on Form S-1.)
10.6 Indemnification Agreement for Monroe J. Carell, Jr.
(Incorporated by reference to Exhibit 10.13 to the Company's
Registration Statement No. 33-95640 on Form S-1.)
10.7 Form of Management Contract (Incorporated by reference to
Exhibit 10.14 to the Company's Registration Statement No.
33-95640 on Form S-1.)
10.8 Form of Lease (Incorporated by reference to Exhibit 10.15 to
the Company's Registration Statement No. 33-95640 on Form
S-1.)
10.9 1998 Employee Stock Purchase Plan (Incorporated by reference
to Exhibit 10.16 to the Company's Registration Statement No.
33-95640 on Form S-1.)
10.10 Exchange Agreement between the Company and Monroe J. Carell,
Jr. (Incorporated by reference to Exhibit 10.18 to the
Company's Registration Statement No. 33-95640 on Form S-1.)
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10.11 $400 Million Credit Agreement dated as of March 19, 1999 by
and among various banks with Bank of America, N.A., as Agent,
and Central Parking Corporation and certain affiliates.
(Incorporated by reference to Exhibit 10.11 of the Company's
Report on Form 10-K for the period ended September 30, 1999.)
10.12 Letter Amendment dated as of June 25, 1999 to Credit Agreement
dated as of March 19, 1999, by and among various banks with
Bank of America, N.A., as Agent, and Central Parking
Corporation and certain affiliates. (Incorporated by reference
to Exhibit 10.12 of the Company's Report on Form 10-K for the
period ended September 30, 1999.)
10.13 Letter Amendment dated as of October 27, 1999 to Credit
Agreement dated as of March 19, 1999, by and among various
banks with Bank of America, N.A., as Agent, and Central
Parking Corporation and certain affiliates. (Incorporated by
reference to Exhibit 10.13 of the Company's Report on Form
10-K for the period ended September 30, 1999.)
10.14 Form of Amendment dated as of December 28, 1999 to $400
million Credit Agreement dated as of March 19, 1999, by and
among various banks with Bank of America, N.A., as Agent, and
Central Parking Corporation and certain affiliates.
(Incorporated by reference to Exhibit 10.14 of the Company's
Report on Form 10-K for the period ended September 30, 1999.)
10.15 Amended and Restated Credit Agreement dated as of February 14,
2000 by and among various banks, with Bank of America, N.A.,
as Agent, and Central Parking Corporation and certain
affiliates. (Incorporated by reference to the Company's report
on form 10-Q for the quarter ended March 31, 2000)
10.19 Consultancy Agreement dated as of January 21, 1997 between
Central Parking System, Inc. and Lowell Harwood (Incorporated
by reference to Exhibit (c)(4) to the Company's Tender Offer
Statement on Schedule 14D-1 filed December 13, 1996).
10.20 Consulting Agreement dated as of February 12, 1998, by and
between Central Parking Corporation and Lewis Katz.
(Incorporated by reference to Exhibit 10.20 of the Company's
Report on Form 10-K for the period ended September 30, 1999.)
10.21 Limited Partnership Agreement dated as of August 11, 1999, by
and between CPS of the Northeast, Inc. and Arizin Ventures,
L.L.C. (Incorporated by reference to Exhibit 10.21 of the
Company's Report on Form 10-K for the period ended September
30, 1999.)
10.22 Registration Rights Agreement dated as of February 12, 1998,
by and among Central Parking Corporation, Lewis Katz and Saul
Schwartz. (Incorporated by reference to Exhibit 10.22 of the
Company's Report on Form 10-K for the period ended September
30, 1999.)
10.23 Shareholders' Agreement and Agreement Not to Compete by and
among Central Parking Corporation, Monroe J. Carell, Jr.,
Lewis Katz and Saul Schwartz dated as of February 12, 1998.
(Incorporated by reference to Exhibit 10.23 of the Company's
Report on Form 10-K for the period ended September 30, 1999.)
10.24 Lease Agreement dated as of October 6, 1995, by and between
The Carell Family LLC and Central Parking System of Tennessee,
Inc. (Alloway Parking Lot) (Incorporated by reference to
Exhibit 10.24 of the Company's Report on Form 10-K for the
period ended September 30, 1999.)
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10.25 First Amendment to Lease Agreement dated as of July 29, 1997,
by and between The Carell Family LLC and Central Parking
System of Tennessee, Inc. (Alloway Parking Lot) (Incorporated
by reference to Exhibit 10.25 of the Company's Report on Form
10-K for the period ended September 30, 1999.)
10.26 Lease Agreement dated as of October 6, 1995 by and between The
Carell Family LLC and Central Parking System of Tennessee,
Inc. (Second and Church Parking Lot) (Incorporated by
reference to Exhibit 10.26 of the Company's Report on Form
10-K for the period ended September 30, 1999.)
10.27 First Amendment to Lease Agreement dated as of October 6,
1995, by and between The Carell Family LLC and Central Parking
System of Tennessee, Inc. (Second and Church Parking Lot)
(Incorporated by reference to Exhibit 10.27 of the Company's
Report on Form 10-K for the period ended September 30, 1999.)
10.28 Prospectus and offering document for 2,625,000 shares of
Common Stock dated February 17, 1998. (Incorporated by
reference to the Company's Registration Statement No.
233-23869 on Form S-3).
10.29 Transaction Support Agreement by Monroe J. Carell, Jr., the
Registrant, Kathryn Carell Brown, Julia Carell Stadler and
Edith Carell Johnson to Allright Holdings, Inc., Apollo Real
Estate Investment Fund II, L.P. and AEW Partners, L.P. dated
September 21, 1998. (Incorporated by reference to Exhibit 2.1
to the Company's Registration Statement No. 333-66081 filed on
October 23, 1998).
10.30 Form of Transaction Support Agreement by certain shareholders
of the Registrant to Allright Holdings, Inc., Apollo Real
Estate Investment Fund II, L.P., and AEW Partners, L.P., dated
September 21, 1998. (Incorporated by reference to Exhibit 2.1
to the Company's Registration Statement No. 333-66081 filed on
October 23, 1998).
10.31 Form of Transaction Support Agreement by certain shareholders
of Allright Holdings, Inc. to the Registrant and Central
Merger Sub, Inc. dated September 21, 1998. (Incorporated by
reference to Exhibit 2.1 to the Company's Registration
Statement No. 333-66081 filed on October 23, 1998).
27 Financial Data Schedule (EDGAR Filing Only)
(b) Reports on Form 8-K
The Company did not file any reports on Form 8-K during the quarter
ended June 30, 2000.
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SIGNATURES
Pursuant to 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.
CENTRAL PARKING CORPORATION
Date: August 10, 2000 By: /s/ James J. Hagan
------------------- ----------------------------------------
James J. Hagan
Sr. Vice President and Chief Financial
Officer (Chief Accounting Officer)
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