UNITED STATES
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 December 31, 2001
Commission file number 001-13950
CENTRAL PARKING CORPORATION
---------------------------
(Exact Name of Registrant as Specified in Its Charter)
Tennessee 62-1052916
--------- ----------
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
2401 21st Avenue South,
Suite 200, Nashville, Tennessee 37212
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (615) 297-4255
Former name, address and fiscal year, if changed since last report: Not
Applicable
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 February 12, 2002
----------------------------- --------------------------------
Common Stock, $0.01 par value 35,758,789
INDEX
CENTRAL PARKING CORPORATION
PART I. FINANCIAL INFORMATION PAGE
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Item 1. Financial Statements (Unaudited)
Consolidated balance sheets
---December 31, 2001 and September 30, 2001 3
Consolidated statements of earnings
--- three months ended December 31, 2001 and 2000 4
Consolidated statements of cash flows
--- three months ended December 31, 2001 and 2000 5
Notes to consolidated financial statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 15
Item 3. Quantitative and Qualitative Disclosure about Market Risk 19
PART 2. OTHER INFORMATION
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Item 1. Legal Proceedings 20
Item 4. Submission of Matters to a Vote of Security Holders 20
Item 6. Exhibits and Reports on Form 8-K 21
SIGNATURES 26
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Item 1. Financial Statements
-------------------------------
CENTRAL PARKING CORPORATION
Consolidated Balance Sheets
Unaudited
Amounts in thousands, except share data
December 31, September 30,
2001 2001
ASSETS
Current assets:
Cash and cash equivalents $ 43,770 $ 41,849
Management accounts receivable 38,815 32,613
Accounts receivable - other 15,369 16,149
Current portion of notes receivable (including amounts due from partnerships,
joint ventures and unconsolidated subsidiaries of $7,528 at December 31, 2001
and $4,304 at September 30, 2001) 10,182 6,836
Prepaid rent 2,269 1,479
Prepaid other expenses 9,647 5,460
Deferred income taxes 259 259
-------------- ---------------
Total current assets 120,311 104,645
Investments, at amortized cost (fair value of $6,105 at December 31,
and $6,215 at September 30, 2001) 6,129 6,035
Notes receivable, less current portion 43,035 42,931
Property, equipment, and leasehold improvements, net 410,059 415,405
Contracts and lease rights, net 97,155 88,094
Goodwill, net 251,477 250,630
Investment in and advances to partnerships, joint ventures
and unconsolidated subsidiaries 28,933 30,704
Other assets 50,192 48,437
-------------- ---------------
Total Assets $ 1,007,291 $ 986,881
============== ===============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt and capital lease obligations $ 53,517 $ 53,337
Accounts payable 92,605 77,887
Accrued payroll and related costs 11,894 12,616
Accrued expenses 12,760 12,381
Management accounts payable 20,801 20,541
Income taxes payable 14,396 7,134
-------------- ---------------
Total current liabilities 205,973 183,896
Long-term debt and capital lease obligations, less current portion 208,475 208,885
Deferred rent 22,473 22,310
Deferred compensation 12,486 12,330
Deferred income taxes 16,797 15,757
Minority interest 29,436 31,121
Other liabilities 21,255 21,136
-------------- ---------------
Total liabilities 516,895 495,435
-------------- ---------------
Company-obligated mandatorily redeemable convertible securities of
subsidiary holding solely parent debentures 94,055 110,000
Shareholders' equity:
Common stock, $0.01 par value; 50,000,000 shares authorized, 35,757,050
and 35,791,550 shares issued and outstanding at December 31, and
September 30, 2001, respectively 358 358
Additional paid-in capital 237,983 238,464
Accumulated other comprehensive loss, net (1,751) (1,979)
Retained earnings 160,456 145,308
Shares held in trust (705) (705)
-------------- ---------------
Total shareholders' equity 396,341 381,446
-------------- ---------------
Total Liabilities and Shareholders' Equity $ 1,007,291 $ 986,881
============== ===============
See accompanying notes to consolidated financial statements
CENTRAL PARKING CORPORATION
Consolidated Statements of Earnings
Unaudited
Amounts in thousands, except per share data
Three months ended
December 31,
2001 2000
---- ----
Revenues:
Parking $147,372 $151,677
Management contract 29,579 25,888
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Total revenues 176,951 177,565
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Costs and expenses:
Cost of parking 127,970 123,965
Cost of management contracts 12,009 10,222
General and administrative 17,991 17,728
Goodwill and non-compete amortization 118 3,001
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Total costs and expenses 158,088 154,916
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Property-related gains, net 4,008 2,777
--------- ---------
Operating earnings 22,871 25,426
Other income (expenses):
Interest income 1,352 1,554
Interest expense (3,258) (5,941)
Dividends on Company-obligated mandatorily redeemable
convertible securities of a subsidiary trust (1,471) (1,472)
Equity in partnership and joint venture earnings 1,388 1,114
--------- ---------
Earnings before income taxes, minority interest, extraordinary item
and cumulative effect of accounting change 20,882 20,681
Income tax expense 7,239 8,212
--------- ---------
Earnings before minority interest, extraordinary item
and cumulative effect of accounting change 13,643 12,469
Minority interest in earnings of consolidated subsidiaries, net of tax (1,271) (788)
--------- ---------
Earnings before extraordinary item and cumulative effect of accounting change 12,372 11,681
Extraordinary item, net of tax 3,312 --
Cumulative effect of accounting change, net of tax -- (258)
--------- ---------
Net earnings $ 15,684 $ 11,423
========= =========
Basic earnings per share:
Earnings before extraordinary item and cumulative effect of accounting change $ 0.35 $ 0.32
Extraordinary item, net of tax 0.09 --
Cumulative effect of accounting change, net of tax -- (0.01)
--------- ---------
Net earnings $ 0.44 $ 0.32
========= =========
Diluted earnings per share:
Earnings before extraordinary item and cumulative effect of accounting change $ 0.34 $ 0.32
Extraordinary item, net of tax 0.09 --
Cumulative effect of accounting change, net of tax -- (0.01)
--------- ---------
Net earnings $ 0.44 $ 0.31
========= =========
See accompanying notes to consolidated financial statements.
CENTRAL PARKING CORPORATION
Consolidated Statements of Cash Flows
Three months ended
December 31,
2001 2000
---- ----
Cash flows from operating activities:
Net earnings $ 15,684 $ 11,423
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization of property 5,751 5,221
Amortization of goodwill and non-compete agreements 118 3,001
Amortization of contract and lease rights, deferred rent, deferred financing fees and other 2,865 3,142
Equity in partnership and joint venture earnings (1,388) (1,114)
Distributions from partnerships and joint ventures 2,019 1,914
Net gains on property-related activities (4,008) (2,777)
Gain on sale of trust issued preferred securities, net of tax (3,312) --
Deferred income tax (benefit) expense 888 (284)
Minority interest 1,271 788
Changes in operating assets and liabilities:
Management accounts receivable (3,978) (939)
Accounts receivable - other 1,337 (1,571)
Prepaid rent (790) 1,314
Prepaid expenses (4,187) (2,535)
Other assets (769) (1,349)
Accounts payable, accrued expenses and deferred compensation 11,506 (4,809)
Management accounts payable 260 (2,870)
Income taxes payable 5,028 4,823
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Net cash provided by operating activities 28,295 13,378
--------- ---------
Cash flows from investing activities:
Proceeds from disposition of property and equipment 15,009 15,029
Investment in notes receivable (3,516) (1,833)
Repayments of notes receivable 305 2,970
Purchase of property, equipment and leasehold improvements (6,082) (7,515)
Purchase of contract and lease rights (4,040) (530)
Investments in and advances to partnerships, joint ventures and unconsolidated subsidiaries (86) (624)
Repayments of capital and principal from partnerships, joint ventures and unconsolidated subsidiaries 266 303
Acquisitions, net of cash acquired (12,264) --
Proceeds from maturities and calls of investments 152 55
Purchase of investments (246) (143)
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Net cash (used) provided by investing activities (10,502) 7,712
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Cash flows from financing activities:
Dividends paid (539) (545)
Net borrowings (repayments) under revolving credit agreement, net of issuance costs 12,500 550
Payment to minority interest partners (3,107) (3,300)
Principal repayments on notes payable and capital lease obligations (14,245) (15,652)
Repurchase of common stock (488) (6,291)
Repurchase of mandatorily redeemable securities (10,000) --
Proceeds from issuance of common stock and exercise of stock options, net 7 84
--------- ---------
Net cash used by financing activities (15,872) (25,154)
--------- ---------
Foreign currency translation -- (9)
--------- ---------
Net increase (decrease) in cash and cash equivalents 1,921 (4,073)
Cash and cash equivalents at beginning of period 41,849 43,214
--------- ---------
Cash and cash equivalents at end of period $ 43,770 $ 39,141
========= =========
Non-cash transactions:
Issuance of restricted stock $ 25 $ 12
Purchase of equipment with capital lease $ 396 $ --
Unrealized loss (gain) on fair value of derivatives $ (228) $ 515
Effects of acquisitions:
Estimated fair value of tangible assets acquired $ 4,883 $ --
Estimated fair value of intangible assets acquired 8,750
Purchase price in excess of net assets acquired (goodwill) 748 --
Estimated fair value of liabilities assumed (2,117) --
--------- ---------
Net cash paid for acquisitions $ 12,264 $ --
========= =========
Supplemental cash flow information:
Cash paid for interest $ 3,011 $ 5,421
Cash paid for income taxes $ 1,300 $ 3,336
See accompanying notes to consolidated financial statements.
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 accounting principles generally accepted in the United States of
America 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 accounting principles generally accepted in the United States of America for
complete financial statements. In the opinion of management, the unaudited
consolidated financial statements reflect all adjustments considered necessary
for a fair presentation, consisting only of normal and recurring adjustments.
All significant inter-company transactions have been eliminated in
consolidation. Operating results for the three months ended December 31, 2001
are not necessarily indicative of the results that may be expected for the
fiscal year ending September 30, 2002. For further information, refer to the
consolidated financial statements and footnotes thereto for the year ended
September 30, 2001 (included in the Company's Annual Report on Form 10-K).
Certain prior year amounts have been reclassified to conform to current year
presentation.
BUSINESS COMBINATIONS
The Company completed the acquisitions described below during the three
months ended December 31, 2001. Each acquisition was financed through the
Company's existing Credit Facility and was accounted for as a purchase.
USA Parking Systems
On October 1, 2001, the Company purchased substantially all of the assets
of USA Parking Systems, Inc, for $11.5 million in cash. The purchase included 61
management and lease contracts located primarily in south Florida and Puerto
Rico. The fair value of the assets acquired as of the acquisition date was as
follows (in thousands):
Tangible assets $ 2,779
Noncompete agreement 175
Trade name 100
Contract rights 8,475
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Net assets acquired $11,529
=======
The tangible assets primarily consisted of accounts receivable and parking
equipment. The noncompete agreement is with the seller, who is now employed by
the Company. The duration of the agreement extends five years beyond the
seller's termination of such employment and will begin to be amortized at that
time. The trade name is included as goodwill and is not subject to
amortization. The contract rights will be amortized over 15 years, which is the
average estimated life of the contracts including future renewals. The purchase
agreement also contained an incentive provision whereby the seller may receive
an additional purchase price of up to $2.3 million based on earnings for the
twelve months ended March 31, 2004. The incentive provision is not conditional
upon employment. Any amounts paid under this provision will be classified as
goodwill.
Universal Park Holdings
On October 1, 2001, the Company purchased 100% of the common stock of
Universal Park Holdings ("Universal") for $535 thousand. Universal provides fee
collection and related services for state, local and national parks and had
contracts to provide these services to six parks in the western United States as
of the acquisition date. The purchase price included $385 thousand paid in cash
at closing and a $150 thousand commitment to be paid after one year contingent
upon retention of acquired contracts. The purchase resulted in goodwill of $590
thousand, which is not deductible for tax purposes. This acquisition enables
the Company to enter into the municipal, state, and national parks market.
Lexis Systems, Inc.
On October 1, 2001, the Company purchased a 70% interest in Lexis Systems,
Inc. ("Lexis") for $350 thousand in cash. Lexis manufactures and sells automated
pay stations used primarily for parking facilities. The purchase resulted in
goodwill of $158,000, which is not deductible for tax purposes. The Company
intends to use the automated pay stations in its existing parking operations as
well as for sale to other parking operators.
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.
The following table sets forth the computation of basic and diluted earnings per
share:
Three months ended
December 31, 2001 December 31, 2000
----------------- ------------------
Income Common Income Common
Available Shares Per Share Available Shares Per Share
($000's) (000's) Amount ($000's) (000's) Amount
---------- ------- ----------- ----------- ------- ----------
Basic earnings per share before
extraordinary item and cumulative
effect of accounting change . . . . $ 12,372 35,754 $ 0.35 $ 11,681 36,012 $ 0.32
Effect of dilutive stock and options:
Stock option plan and warrants. . -- 251 (0.01) -- 112 --
Restricted stock plan . . . . . . -- -- -- -- 185 --
---------- ------- ----------- ----------- ------- ----------
Diluted earnings per share before
extraordinary item and cumulative
effect of accounting change . . . . $ 12,372 36,005 $ 0.34 $ 11,681 36,309 $ 0.32
========== ======= =========== =========== ======= ==========
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, 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 company-obligated mandatorily redeemable securities of the subsidiary
trust have not been included in the diluted earnings per share calculation since
such securities are anti-dilutive. At December 31, 2001 and 2000, such
securities were convertible into 1,710,093 and 2,000,000 shares of common stock,
respectively. For the three months ended December 31, 2001 and 2000, options to
purchase 1,811,765 and 1,884,797 shares, respectively, are excluded from the
diluted common shares since they are anti-dilutive.
PROPERTY-RELATED GAINS, NET
The Company routinely disposes of owned properties due to various factors,
including economic considerations, unsolicited offers from third parties and
condemnation proceedings initiated by local government authorities. Leased
properties are also periodically evaluated and determinations may be made to
sell or exit a lease obligation. A summary of property-related gains and losses
for the three months ended December 31, 2001 and 2000 is as follows:
Three months ended
December 31,
2001 2000
------- --------
Net gains on sale of property $4,960 $ 5,515
Impairment charges for property, equipment and leasehold improvements (56) (715)
Impairment charges for contract rights, lease rights and other intangible assets (896) (492)
Lease termination costs -- (1,531)
------- --------
Total property-related gains, net $4,008 $ 2,777
======= ========
The Company recognized $ 5.0 million of gains on sales of property during
the three months ended December 31, 2001, primarily from the condemnation of a
property in Houston, Texas. The Company also wrote off contract rights of $0.9
million for locations in Houston and Fort Worth, Texas, and San Diego,
California that are no longer operated by the Company.
The Company recorded impairment charges totaling $1.2 million during the
quarter ended December 31, 2000. Of this amount, $0.7 million was attributable
to a property where the operating lease agreement was amended such that the
carrying value of the leasehold improvements was no longer supportable by
projected future cash flows, which were based on actual operating cash flows
projected over the remaining term of the related lease agreement. The remaining
$0.5 million of the charge reflects a reduction in certain Allright-related
intangible assets which are no longer of any value to the Company.
Impaired assets in both periods were held for use at the time of
impairment. The Company determines impairment by comparing the carrying value of
the assets to the projected undiscounted future cash flows from the property or
properties to which they relate. If such projected future cash flows exceed the
carrying value of the asset, the asset is considered to be impaired and the
carrying value is written down to its net realizable value.
GOODWILL AND INTANGIBLE ASSETS
In July 2001, the FASB issued SFAS No. 141, Business Combinations, and SFAS
No. 142, Goodwill and Other Intangible Assets. SFAS No. 141 requires that the
purchase method of accounting be used for all business combinations initiated
after June 30, 2001. SFAS No. 141 also specifies criteria which intangible
assets acquired in a purchase method business combination must meet to be
recognized and reported apart from goodwill. SFAS No. 142 requires that
goodwill and intangible assets with indefinite useful lives no longer be
amortized, but instead tested for impairment at least annually in accordance
with the provisions of SFAS No. 142. SFAS No. 142 also requires that intangible
assets with definite useful lives be amortized over their respective estimated
useful lives to their estimated residual values, and reviewed for impairment in
accordance with SFAS No. 121, Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed Of.
The Company was required to adopt the provisions of SFAS No. 141
immediately. SFAS No. 142 must be adopted by October 1, 2002, but may be
adopted as of October 1, 2001. The Company has elected this early adoption.
SFAS No. 142 requires that the Company evaluate its existing intangible assets
and goodwill that were acquired in a prior purchase business combination, and to
make any necessary reclassifications in order to conform with the new criteria
in SFAS No. 141 for recognition apart from goodwill. With the adoption of SFAS
No. 142, the Company has reassessed the useful lives and residual values of all
intangible assets acquired in purchase business combinations, and has determined
that no amortization period adjustments are required. In addition, to the
extent an intangible asset is identified as having an indefinite useful life,
the Company must test the intangible asset for impairment in accordance with the
provisions of SFAS No. 142. Any impairment loss would be measured as of October
1, 2001, the date of adoption, and recognized as the cumulative effect of a
change in accounting principle in the quarter ended December 31, 2001. As of
December 31, 2001, the Company has not identified any intangible assets with
indefinite useful lives, other than goodwill.
In connection with the transitional goodwill impairment evaluation, SFAS
No. 142 will require the Company to perform an assessment of whether there is an
indication that goodwill is impaired as of the date of adoption. To accomplish
this the Company must identify its reporting units and determine the carrying
value of each reporting unit by assigning the assets and liabilities, including
the existing goodwill and intangible assets, to those reporting units as of the
date of adoption. The Company is structured into geographical segments. Each
segment consists of several cities which report to a single senior vice
president. For purposes of allocating and evaluating goodwill and intangible
assets, the Company considers each city to be a separate reporting unit. The
Company has up to six months from the date of adoption to determine the fair
value of each reporting unit and compare it to the reporting unit's carrying
amount. To the extent a reporting unit's carrying amount exceeds its fair value,
an indication exists that the reporting unit's goodwill may be impaired and the
Company must perform the second step of the transitional impairment test. In the
second step, the Company must compare the implied fair value of the reporting
unit's goodwill, determined by allocating the reporting unit's fair value to all
of its assets (recognized and unrecognized) and liabilities in a manner similar
to a purchase price allocation in accordance with SFAS No. 141, to its carrying
amount, both of which would be measured as of the date of adoption. This second
step is required to be completed as soon as possible, but no later than the end
of the year of adoption. Any transitional impairment loss will be recognized as
the cumulative effect of a change in accounting principle in the Company's
statement of earnings.
As of September 30, 2001, the Company's unamortized goodwill amounted to
$250.6 million and unamortized identifiable intangible assets amounted to $88.1
million, all of which were subject to the transition provisions of SFAS No. 142.
The effects of adoption of SFAS No. 142 on results of operations for the three
months ended December 31, 2001 and 2000 are as follows (in thousands, except per
share data):
For the three months
ended December 31,
2001 2000
------- -------
Reported net earnings $15,684 $11,423
Add back: Goodwill amortization, net of tax -- 2,706
------- -------
Pro forma net earnings $15,684 $14,129
======= =======
Basic earnings per share:
Reported net earnings $ 0.44 $ 0.32
Goodwill amortization $ -- $ 0.07
------- -------
Pro forma net earnings $ 0.44 $ 0.39
======= =======
Diluted earnings per share:
Reported net earnings $ 0.44 $ 0.31
Goodwill amortization $ -- $ 0.07
------- -------
Pro forma net earnings $ 0.44 $ 0.38
======= =======
As of December 31, 2001, the Company had the following intangible assets
(in thousands):
Gross
Carrying Accumulated
Amount Amortization Net
--------- ------------- -------
Amortized intangible assets
Contract and lease rights $ 129,372 $ 32,217 $97,155
Noncompete agreements 2,575 1,899 676
--------- ------------- -------
Total $ 131,947 $ 34,116 $97,831
========= ============= =======
Amortization expense related to the contract rights and noncompete
agreements was $2,374,000 and $118,000, respectively, for the three months ended
December 31, 2001. Estimated amortization expense for the next five years is as
follows (in thousands):
Year ending September 30, 2002 $9,900
Year ending September 30, 2003 9,661
Year ending September 30, 2004 9,530
Year ending September 30, 2005 8,392
Year ending September 30, 2006 8,392
The changes in carrying amount of goodwill for the three months ended
December 31, 2001 are as follows (in thousands):
Reporting Segments
------------------
Two Three Four Other Total
-------- ------ ------- ------- --------
Balance as of October 1, 2001 $199,132 $3,036 $19,857 $28,605 $250,630
Acquired during the period -- -- -- 847 847
-------- ------ ------- ------- --------
Balance as of December 31, 2001 $199,132 $3,036 $19,857 $29,452 $251,477
======== ====== ======= ======= ========
LONG-TERM DEBT
The Company has a credit facility (the "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 $40 million for
standby letters of credit, and a $200 million five-year term loan. The Credit
Facility bears interest at LIBOR plus a grid-based margin dependent upon Central
Parking achieving certain financial ratios. The amount outstanding under the
Company's Credit Facility as of December 31, 2001 was $238.0 million with a
weighted average interest rate of 3.2%, including the principal amount of the
term loan of $112.5 million. The term loan is required to be repaid in
quarterly payments of $12.5 million through March 2004. The aggregate
availability under the Credit Facility was $56.9 million at December 31, 2001,
which is net of $17.6 million of stand-by letters of credit. The 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.
The Company is required to maintain the aforementioned financial covenants
under the Credit Facility as of the end of each fiscal quarter. Despite a
decline in revenues due primarily to the recession and the September 11 tragedy,
the Company was in compliance with these financial covenants as of December 31,
2001; however, there can be no assurance that the Company will be in compliance
with one or more of these covenants in future quarters. The Company had
discussions with its agent bank regarding potential amendments to its Credit
Facility. These amendments would likely increase the weighted average interest
rate under the Credit Facility, which was 3.2% as of December 31, 2001. In
addition, the Company continues to evaluate various financing alternatives,
including sale/leaseback opportunities, mortgage financing and additional
repurchases of a portion of its mandatorily redeemable convertible securities,
as it seeks to optimize the rate, duration and mix of its debt.
The Company has a note payable related to the Black Angus Garage, with an
outstanding principal balance of $13.1 million at December 31, 2001. The
Company is required to maintain certain financial covenants related to this note
as of the end of each fiscal year. At September 30, 2001, the Company was not
in compliance with an annual debt coverage ratio covenant related to this note
and obtained a waiver.
CONVERTIBLE TRUST ISSUED PREFERRED SECURITIES
On December 28, 2001, the Company purchased 637,795 shares of its
convertible trust-issued preferred securities (the "Preferred Securities") for
$10.0 million. The transaction resulted in an extraordinary gain of $3.3
million, net of a writedown of a proportionate share of the related deferred
finance costs of $0.4 million and income taxes of $2.2 million. The Preferred
Securities prohibit the payment of dividends on the Company's common stock if
quarterly distributions on the Preferred Securities are not made.
DERIVATIVE FINANCIAL INSTRUMENTS
The Company uses variable rate debt to finance its operations. These debt
obligations expose the Company to variability in interest payments due to
changes in interest rates. If interest rates increase, interest expense
increases. Conversely, if interest rates decrease, interest expense also
decreases. Management believes it is prudent to limit the variability of its
interest payments.
To meet this objective, management enters into various types of derivative
instruments to manage fluctuations in cash flows resulting from interest rate
risk. These instruments include interest rate swaps and caps. Under the
interest rate swaps, the Company receives variable interest rate payments and
makes fixed interest rate payments, thereby creating fixed-rate debt. The
purchased interest rate cap agreements also protect the Company from increases
in interest rates that would result in increased cash interest payments made
under its Credit Facility. Under the agreements, the Company has the right to
receive cash if interest rates increase above a specified level.
The Company does not enter into derivative instruments for any purpose
other than cash flow hedging purposes. That is, the Company does not speculate
using derivative instruments. The Company assesses interest rate cash flow risk
by continually identifying and monitoring changes in interest rate exposures
that may adversely impact expected future cash flows and by evaluating hedging
opportunities. The Company maintains risk management control systems to
monitor interest rate cash flow risk attributable to both the Company's
outstanding or forecasted debt obligations as well as the Company's offsetting
hedge positions. The risk management control systems involve the use of
analytical techniques, including cash flow sensitivity analysis, to estimate the
expected impact of changes in interest rates on the Company's future cash flows.
In June 1998, the Financial Accounting Standards Board ("FASB") 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. 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.
On October 1, 2000, the Company prospectively adopted the provisions of
SFAS No. 133 and SFAS No. 138, which resulted in the recording of a net
transition loss of $380 thousand, net of related income taxes of $253 thousand,
in accumulated other comprehensive loss. Under SFAS No. 133, the Company
recognizes all derivatives as either assets or liabilities, measured at fair
value, in the statement of financial position. Prior to adoption of SFAS No.
133 and SFAS No. 138, the Company recorded interest rate cap instruments at cost
and amortized these costs into interest expense over the terms of the cap
agreements. Amounts received under the cap agreements were recorded against
interest expense. Amounts paid or received under the swap agreements were
recorded as increases or decreases to interest expense. The adoption of SFAS
No. 133 and SFAS No. 138 resulted in the Company reducing derivative instrument
assets by $280 thousand and recording $353 thousand of derivative instrument
liabilities.
At December 31, 2001, the Company's derivative financial instruments
consist of three interest rate cap agreements with a combined notional amount of
$75 million and two interest rate swaps with a combined notional amount of $38
million that effectively convert an equal portion of its debt from a variable
rate to a fixed rate. The derivative financial instruments are reported at their
fair values, and are included as other assets and other liabilities,
respectively, on the face of the balance sheet. The following table lists the
amortized cost and carrying value (fair value) of each type of derivative
financial instrument (amounts in thousands):
December 31, 2001 September 30, 2001
Amortized Fair Amortized Fair
Cost Value Cost Value
---------- ------ ---------- ------
Derivative instrument assets:
Interest rate caps $ 395 $ 133 $ 440 $ 63
Derivative instrument liabilities:
Interest rate swaps $ -- $2,710 $ -- $2,975
The underlying terms of the interest rate swaps and caps, including the
notional amount, interest rate index, duration, and reset dates, are identical
to those of the associated debt instruments and therefore the hedging
relationship results in no ineffectiveness. Accordingly, such derivative
instruments are classified as cash flow hedges. As such, any changes in the
fair market value of the derivative instruments are included in accumulated
other comprehensive loss on the face of the balance sheet. The portion of this
accumulated loss that relates to the actual amount paid for the interest rate
caps is amortized to earnings as interest expense on a straight-line basis over
the life of the caps. Approximately $107 thousand, net of income tax benefit of
$72 thousand, is expected to be amortized to earnings in the next 12 months.
During the three months ended December 31, 2001, the Company recognized an
unrealized gain of $228 thousand, net of related income tax expense of $152
thousand in accumulated other comprehensive loss. Additionally, the Company
increased derivative instrument assets by $115 thousand and decreased derivative
instrument liabilities by $265 thousand for the three months ended December 31,
2001. During the three months ended December 31, 2000, the Company recognized an
unrealized loss of $515 thousand, net of related income tax benefit of $343
thousand, in accumulated other comprehensive loss. The Company decreased
derivative instrument assets by $136 thousand and increased derivative
instrument liabilities by $722 thousand during the same period.
REVENUE RECOGNITION
The Company adopted Staff Accounting Bulletin No. 101, "Revenue Recognition
in Financial Statements" ("SAB 101") during the quarter ended March 31, 2001 as
a change in accounting principle retroactive to October 1, 2000. Adoption of
SAB 101 required the Company to change the timing of recognition of
performance-based revenues on certain management contracts. The cumulative
effect of this accounting change was a loss of $429 thousand ($258 thousand, net
of tax) as of October 1, 2000.
RECENT ACCOUNTING PRONOUNCEMENTS
In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment
or Disposal of Long-Lived Assets, which supersedes both SFAS No. 121, Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of and the accounting and reporting provisions of APB Opinion No. 30, Reporting
the Results of Operations-Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions, for the disposal of a segment of a business (as previously defined
in that Opinion). SFAS No. 144 retains the fundamental provisions in SFAS No.
121 for recognizing and measuring impairment losses on long-lived assets held
for use and long-lived assets to be disposed of by sale, while also resolving
significant implementation issues associated with SFAS No. 121. For example,
SFAS No. 144 provides guidance on how a long-lived asset that is used as part of
a group should be evaluated for impairment, establishes criteria for when a
long-lived asset is held for sale, and prescribes the accounting for a
long-lived asset that will be disposed of other than by sale. SFAS No. 144
retains the basic provisions of Opinion 30 on how to present discontinued
operations in the income statement but broadens that presentation to include a
component of an entity (rather than a segment of a business). Unlike SFAS No.
121, an impairment assessment under SFAS No. 144 will never result in a
write-down of goodwill. Rather, goodwill is evaluated for impairment under SFAS
No. 142.
The Company is required and plans to adopt SFAS No. 144 for the quarter
ending December 31, 2002. Management does not expect such adoption to have a
material impact on the Company's financial statements because the impairment
assessment under SFAS No. 144 is largely unchanged from SFAS No.121.
COMMITMENTS AND CONTINGENCIES
The Company entered into a partnership agreement effective June 1, 2000, to
operate certain locations in Puerto Rico. The Company is the general partner
and majority owner. The partners entered into an option agreement on that date
whereby the minority partner has the option to sell its partnership interest to
the Company during the period from May 1, 2003 to November 30, 2003. If the
minority partner does not exercise its option, then the Company has an option to
purchase the minority partner's interest during the period from May 1, 2004 to
October 31, 2004. The agreed upon purchase price under both of these options is
approximately $14.3 million, backed by a letter of credit provided by the
Company's chairman. The Company believes that it is likely that one of these
options will be exercised and, accordingly, has included this commitment on its
balance sheet in other liabilities.
COMPREHENSIVE INCOME
Comprehensive income, which is comprised of net earnings, changes in
unrealized losses on derivative financial instruments and changes in foreign
currency translation adjustments, was $15.9 million and $10.6 million for the
three months ended December 31, 2001 and 2000, respectively.
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 months
ended December 31, 2001 and 2000. During fiscal year 2001, the Company
realigned certain locations among segments. All prior year segment data has
been reclassified to conform to the new segment alignment.
Three Months Ended December 31, 2001
-----------------------------------------
ALL OTHERS
ONE TWO THREE FOUR FIVE SIX INT'L & GEN'L CORP
-------- -------- -------- ------ ------- ------- -------- --------------
Revenues:
Parking $14,722 $63,212 $19,619 $5,228 $16,652 $15,823 $ 7,691 $ 4,425
Management contract 3,482 7,755 5,398 1,483 2,836 3,051 1,744 3,830
-------- -------- -------- ------ ------- ------- -------- --------------
Total revenues 18,204 70,967 25,017 6,711 19,488 18,874 9,435 8,255
Costs and expenses:
Cost of parking 13,482 57,680 17,743 4,843 14,819 14,014 6,226 (837)
Cost of management contracts 1,837 2,950 2,522 758 1,218 1,417 18 1,289
General and administrative 1,671 4,091 1,211 729 1,241 1,095 1,156 6,797
Noncompete amortization 10 105 2 -- -- -- -- 1
-------- -------- -------- ------ ------- ------- -------- --------------
Total costs and expenses 17,000 64,826 21,478 6,330 17,278 16,526 7,400 7,250
Property-related gains (losses), net (424) (57) (121) 1 -- -- (7) 4,616
-------- -------- -------- ------ ------- ------- -------- --------------
Operating earnings $ 780 $ 6,084 $ 3,418 $ 382 $ 2,210 $ 2,348 $ 2,028 $ 5,621
======== ======== ======== ====== ======= ======= ======== ==============
Other income (expense):
Interest income
Interest expense
Dividends - convertible securities
Equity in partnerships, joint
ventures and unconsolidated
Subsidiaries
Earnings before income tax,
Minority interest and
Extraordinary item
Income tax expense
Earnings before minority
Interest and extraordinary item
Minority interest, net of tax
Earnings before extraordinary item
Extraordinary item, net of tax
Net earnings
Identifiable assets $(9,232) $67,518 $25,159 $4,118 $18,327 $14,588 $35,473 $ 851,340
======== ======== ======== ====== ======= ======= ======== ==============
TOTAL
-----------
Revenues:
Parking $ 147,372
Management contract 29,579
-----------
Total revenues 176,951
Costs and expenses:
Cost of parking 127,970
Cost of management contracts 12,009
General and administrative 17,991
Noncompete amortization 118
-----------
Total costs and expenses 158,088
Property-related gains (losses), net 4,008
-----------
Operating earnings 22,871
Other income (expense):
Interest income 1,352
Interest expense (3,258)
Dividends - convertible securities (1,471)
Equity in partnerships, joint
ventures and unconsolidated
Subsidiaries 1,388
-----------
Earnings before income tax,
Minority interest and
Extraordinary item 20,882
Income tax expense 7,239
-----------
Earnings before minority
Interest and extraordinary item 13,643
Minority interest, net of tax (1,271)
-----------
Earnings before extraordinary item 12,372
Extraordinary item, net of tax 3,312
-----------
Net earnings $ 15,684
===========
Identifiable assets $1,007,291
===========
Three Months Ended December 31, 2000
-----------------------------------------
ALL OTHERS
ONE TWO THREE FOUR FIVE SIX INT'L & GEN'L CORP TOTAL
-------- -------- ------- ------ ------- -------- ------- -------------- -----------
Revenues:
Parking $13,575 $68,880 $19,369 $5,947 $16,875 $16,749 $ 6,465 $ 3,817 $ 151,677
Management contract 2,697 6,228 4,826 1,452 3,027 3,171 1,431 3,056 25,888
-------- -------- ------- ------ ------- -------- ------- -------------- -----------
Total revenues 16,272 75,108 24,195 7,399 19,902 19,920 7,896 6,873 177,565
Costs and expenses:
Cost of parking 11,449 56,186 18,127 5,514 14,930 14,379 5,582 (2,202) 123,965
Cost of management contracts 1,109 2,398 2,038 608 1,123 1,277 31 1,638 10,222
General and administrative 1,670 5,630 1,365 610 1,486 1,562 1,170 4,235 17,728
Goodwill and non-compete
amortization 56 2,072 220 -- 3 371 -- 279 3,001
-------- -------- ------- ------ ------- -------- ------- -------------- -----------
Total costs and expenses 14,284 66,286 21,750 6,732 17,542 17,589 6,783 3,950 154,916
Property-related gains (losses), net 9 (2,295) 695 2 -- (8) 1 4,373 2,777
-------- -------- ------- ------ ------- -------- ------- -------------- -----------
Operating earnings $ 1,997 $ 6,527 $ 3,140 $ 669 $ 2,360 $ 2,323 $ 1,114 $ 7,296 25,426
======== ======== ======= ====== ======= ======== ======= ==============
Other income (expense):
Interest income 1,554
Interest expense (5,941)
Dividends - convertible securities (1,472)
Equity in partnerships, joint
ventures and unconsolidated
subsidiaries 1,114
-----------
Earnings before income tax,
minority interest and cumulative
effect of accounting change 20,681
Income tax expense 8,212
-----------
Earnings before minority
Interest and cumulative effect of
accounting change 12,469
Minority interest, net of tax (788)
-----------
Earnings before cumulative effect
of accounting change 11,681
Cumulative effect of accounting
change, net of tax (258)
-----------
Net earnings $ 11,423
===========
Identifiable assets $(2,406) $97,402 $24,341 $5,385 $19,458 $19,002 $26,910 $ 816,659 $1,006,751
======== ======== ======= ====== ======= ======== ======= ============== ===========
Segment One encompasses the western region of the United States, plus Vancouver,
BC.
Segment Two encompasses the northeastern United States, including New York City,
New Jersey, Boston and Philadelphia.
Segment Three encompasses Texas, Louisiana, Ohio and parts of Tennessee and
Alabama.
Segment Four encompasses Florida. The senior vice president responsible for
segment four is also responsible for South America and Europe, which are
included in International.
Segment Five encompasses the midwestern region of the United States, as well as
western Pennsylvania and New York. The senior vice president responsible for
segment five is also responsible for Canada, which is included in International.
Segment Six encompasses the southeastern region of the United States, including
North and South Carolina, Virginia, West Virginia and Washington, D.C.
International encompasses all Europe and Canada locations (except for
Vancouver), as well as Mexico and South America.
All others and general corporate encompasses home office, eliminations, certain
owned real estate and certain partnerships.
SUBSEQUENT EVENTS
------------------
On January 1, 2002, the Company acquired 100% of the common stock of Park
One of Louisiana for $5.7 million in cash. Park One operates approximately 42
locations in New Orleans, Louisiana. The excess of the purchase price over the
tangible assets acquired was $6.0 million and was allocated to contract rights.
This amount will be amortized over 15 years.
On January 28, 2002, the Company sold its 50% interest in Civic Parking,
LLC ("Civic") for $18.4 million. The transaction resulted in a gain of $4.3
million which will be recognized as a property-related gain in the second
quarter of fiscal 2002.
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, 2001. 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 the Company's report on Form 10-K for the year ended
September 30, 2001 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:
- ongoing integration of past and 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 property-related gains and losses, preopening costs, the
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
- compliance with laws and regulations, including, without limitation
environmental, anti-trust and consumer protection laws and regulations at the
federal, state and international levels.
OVERVIEW
The Company operates parking facilities under three types of arrangements:
leases, fee ownership, and management contracts. As of December 31, 2001,
Central Parking operated 1,857 parking facilities through management contracts,
leased 1,926 parking facilities, and owned 215 parking facilities, either
independently or in joint ventures with third parties. Parking revenues consist
of 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. Management contract revenues consist of management fees (both fixed
and performance based) 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.
Parking revenues from owned properties amounted to $16.8 million and $17.8
million for the three months ended December 31, 2001 and 2000, respectively,
representing 11.4% and 11.8% of total parking revenues for the respective
periods. Ownership of parking facilities, either independently or through joint
ventures, typically requires a larger capital investment and greater risk 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. All owned facility revenues flow directly to the
Company, and the Company has the potential to realize benefits of appreciation
in the value of the underlying real estate if the property is sold. The
ownership of a parking facility brings the Company complete responsibility for
all aspects of the property, including all structural, mechanical or electrical
maintenance or repairs.
Parking revenues from leased facilities amounted to $130.5 million and
$133.9 million for the three months ended December 31, 2001 and 2000,
respectively, which accounted for 88.6% and 88.2% of total parking revenues in
the respective periods. The Company's leases generally require the payment of a
fixed amount of rent, regardless of the profitability of the parking facility.
In addition, many leases also require the payment of a percentage of gross
revenues above specified threshold levels. Generally speaking, leased facilities
require a longer commitment and a larger capital investment to the Company and
represent a greater risk than managed facilities but provide a greater
opportunity for long-term growth in revenues and profits. The cost of parking
includes rent, payroll and related benefits, depreciation, maintenance,
insurance, and general operating expenses. Under its leases, the Company is
typically responsible for all facets of the parking operations, including
pricing, utilities, and ordinary and routine maintenance, but is generally 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 a renewal term, and generally provide for increases in base rent
based on indices, such as the Consumer Price Index, or on pre-determined
amounts.
Management contract revenues amounted to $29.6 million and $25.9 million
for the three months ended December 31, 2001 and 2000, respectively. 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. In general, 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. In
general, management contracts are for terms of one to three years and are
renewable for successive one-year terms, but are cancelable by the property
owner on short notice. With respect to insurance, the Company's clients have the
option of obtaining liability insurance on their own or having Central Parking
provide insurance as part of the services provided under the management
contract. Because of the Company's size and claims experience, management
believes it can purchase such insurance at lower rates than the Company's
clients can generally obtain on their own. Accordingly, Central Parking
historically has generated profits on the insurance provided under its
management contracts.
CRITICAL ACCOUNTING POLICIES
The Company capitalizes payments made to third parties which provide the
Company the right to manage or lease facilities. Lease rights and management
contract rights which are purchased individually are amortized on a
straight-line basis over the terms of the related agreements which range from 5
to 30 years. Management contract rights acquired through acquisition of an
entity are amortized as a group over the estimated term of the contracts,
including anticipated renewals and terminations based on the Company's
historical experience (typically 15 years). If the renewal rate of contracts
within an acquired group is less than initially estimated, accelerated
amortization or impairment may be necessary. The Company recorded impairment of
$896,000 and $492,000 for the three months ended December 31, 2001 and 2000,
respectively, related to terminated management and lease contracts.
THREE MONTHS ENDED DECEMBER 31, 2001 COMPARED TO THREE MONTHS ENDED DECEMBER 31,
2000
Parking revenues for the first quarter of fiscal 2002 decreased to $147.4
million from $151.7 million in the first quarter of fiscal 2001, a decrease of
$4.3 million, or 2.8%. The decrease is primarily a result of the September 11,
2001 terrorist attacks, which resulted in a $6 million, decrease in New York
region revenues. Revenues from foreign operations amounted to approximately
$9.4 million and $7.9 million for the quarters ended December 31, 2001 and 2000,
respectively.
Management contract revenues for the first quarter of fiscal 2002 increased
to $29.6 million from $25.9 million in the same period of fiscal 2001, an
increase of $3.7 million or 14.3%. The increase is primarily due to the
acquisition of USA Parking System, which added $1.3 million of management
contract revenues during the quarter.
Cost of parking in the first quarter of 2002 increased to $128.0 million
from $124.0 million in the first quarter of 2001, an increase of $4.0 million or
3.2%. This increase was due primarily to an increase in rent expense of $2.3
million or 3.2%. Rent expense as a percentage of parking revenues increased to
50.1% during the quarter ended December 31, 2001, from 47.2% in the quarter
ended December 31, 2000. The increase in cost of parking also resulted from an
increase in depreciation and amortization of $1.0 million, or 23.4%, caused by
the addition of $15.1 million of contract rights since December 31, 2000.
Payroll and benefit expenses were 18.9% of parking revenues during the first
quarter of fiscal 2002 as compared to 18.2% in the comparable prior year period.
Cost of parking as a percentage of parking revenues increased to 86.8% in the
first quarter of fiscal 2002 from 81.7% in the first quarter of fiscal 2001. The
increase is due to the inability of the Company to adjust the fixed expense
component of its cost structure to match its lower parking revenues caused by
the aforementioned circumstances in the New York region.
Cost of management contracts in the first quarter of fiscal 2002 increased
to $12.0 million from $10.2 million in the comparable period in 2001, an
increase of $1.8 million or 17.5%. The increase in cost was primarily caused by
an increase in workers compensation liability costs as health insurance costs
have continued to rise. Cost of management contracts as a percentage of
management contract revenue increased to 40.6% for the first fiscal quarter of
2002 from 39.5% for the same period in 2001, due to the increase in the
aforementioned items.
General and administrative expenses increased to $18.0 million for the
first quarter of fiscal 2002 from $17.7 million in the first quarter of fiscal
2001, an increase of $0.3 million or 1.5%. This slight increase is due to the
acquisitions of USA Parking System, Universal Parking System, and Lexis Systems
at the start of the first quarter of fiscal 2002. General and administrative
expenses as a percentage of total revenues increased to 10.2% for the first
quarter of fiscal 2002 compared to 10.0% for the first quarter of fiscal 2001.
Goodwill and non-compete amortization for the first quarter of fiscal 2002
decreased to $0.1 million from $3.0 million in the first quarter of fiscal 2001,
a decrease of $2.9 million. With the adoption of SFAS 142 on October 1, 2001,
the Company no longer amortizes goodwill.
Net property-related gains for the three months ended December 31, 2001
increased to $4.0 million from $2.8 million in the comparable period in the
prior year. The Company recognized $5.0 million of gains on sales of property
during the three months ended December 31, 2001, primarily from the condemnation
of a property in Houston, Texas. The Company also wrote off contract rights of
$0.9 million for locations in Houston and Fort Worth, Texas, and San Diego,
California that are no longer operated by the Company. The Company recorded
impairment charges totaling $1.2 million during the quarter ended December 31,
2000, of which $0.7 million was attributable to a property where the operating
lease agreement was amended such that the carrying value of the leasehold
improvements was no longer supportable by projected future cash flows. The
remaining $0.5 million of the charge reflects a reduction in certain
Allright-related intangible assets which are no longer of any value to the
Company.
Interest income decreased to $1.4 million for the first quarter of fiscal
2002 from $1.6 million in the first quarter of fiscal 2001, a decrease of $0.2
million, or 13.0%. The decrease in interest income was the result of lower
market interest rates.
Interest expense and dividends on Company-obligated mandatorily redeemable
convertible securities of a subsidiary trust decreased to $4.7 million for the
first quarter of fiscal 2002 from $7.4 million in the first quarter of fiscal
2001, a decrease of $2.7 million or 36.2%. This decrease in interest expense was
primarily attributable to the lower amount of overall debt outstanding during
the current quarter, coupled with lower interest rates. The weighted average
balance outstanding for the Company's debt obligations and convertible
securities was $390.0 million during the quarter ended December 31, 2001, at a
weighted average interest rate of 4.8% compared to $401.9 million during the
quarter ended December 31, 2000 at an average interest rate of 7.1%.
Income taxes decreased to $7.2 million for the first quarter of fiscal 2002
from $8.2 million in the first quarter of fiscal 2001, a decrease of $1.0
million or 11.8%. The effective tax rate for the first quarter of fiscal 2002
was 34.7% compared to 39.7% for the first quarter of fiscal 2001. Goodwill
amortization recognized in previous periods was nondeductible for tax purposes.
With the adoption of SFAS 142 in October 2001, the Company no longer amortizes
goodwill, resulting in a reduction of its effective tax rate.
The Company recognized an extraordinary gain of $3.3 million, net of taxes
of $2.2 million during the three months ended December 31, 2001 due to the
repurchase of 637,795 shares of its Preferred Securities for $10.0 million. For
the three months ended December 31, 2000, the Company recognized a loss of $258
thousand from a change in accounting principle due to the adoption of SAB 101.
LIQUIDITY AND CAPITAL RESOURCES
Operating activities for the three months ended December 31, 2001 provided
net cash of $28.3 million, compared to $13.4 million of cash provided by
operating activities for the three months ended December 31, 2000. Net earnings
of $15.7 million and depreciation and amortization of $8.7 million, along with
net decreases in operating assets and net increases in operating liabilities
totaling $8.4 million account for the majority of the cash provided by operating
activities during the first three months of fiscal 2002.
Investing activities for the three months ended December 31, 2001 used net
cash of $10.5 million, compared to $7.7 million of net cash provided by
investing activities for the same period in the prior year. Acquisitions of
$12.3 million, purchases of contract and lease rights of $4.0 million, capital
expenditures of $6.1 million and investments in notes receivable of $3.5
million, offset by proceeds of $15.0 million from the disposition of property
and equipment, accounted for the majority of the cash used by investing
activities in the first three months of fiscal 2002. Proceeds of $15.0 million,
offset by purchases of property, equipment, leasehold improvements and contract
rights of $8.0 million account for the majority of cash provided by investing
activities during the first three months of fiscal 2001.
Financing activities for the three months ended December 31, 2001 used net
cash of $15.9 million, compared to $25.2 million in the same period in the prior
year. Principal repayments on notes payable of $14.2 million and repurchase of
mandatorily redeemable preferred securities of $10.0 million, offset by net
borrowings under the revolving credit agreement of $12.5 million comprised a
majority of the cash used by finance activities for the three months ended
December 31, 2001. Principal repayments on notes payable of $15.7 million and
the repurchase of $6.3 million of common stock account for the majority of the
cash used by financing activities during the three months ended December 31,
2000.
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.
If Central Parking identifies investment opportunities requiring cash in
excess of Central Parking's cash flows and the 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, 2001, provides certain limitations and restrictions upon Central
Parking's ability to issue new shares of Central Parking common stock. 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 decreased market value of Central Parking's common
stock also could have an impact on Central Parking's ability to complete
significant acquisitions or raise additional capital.
Future Cash Commitments
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 capital
stock. The Company's bank lenders subsequently approved the repurchase program
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 December 31, 2001 the Company had repurchased 1.6 million shares of common
stock at a total cost of $28.0 million. As of December 31, 2001, the Company
had repurchased 638 thousand shares of the Preferred Securities (convertible
into 290 thousand shares of the Company's common stock) at a total cost of $10.0
million.
The Company routinely makes capital expenditures to maintain or enhance
parking facilities under its control. The Company's capital expenditure budget
for fiscal 2002 is approximately $26 million.
The following tables summarize the Company's total contractual obligations
and commercial commitments as of September 30, 2001, which represents the most
recent information available (amounts in thousands):
Payments due by period
Less than 1-3 4-5 After 5
Total 1 year years years years
----- ------ ----- ----- -----
Long-term debt $ 269,109 $ 50,439 $203,443 $ 13,726 $ 1,501
Capital lease obligations 8,767 3,503 4,032 661 571
Operating leases 1,136,335 207,679 299,702 209,895 419,059
Other long-term obligations 14,250 -- 14,250 -- --
---------- ---------- -------- -------- --------
Total contractual cash obligations $1,428,461 $ 261,621 $521,427 $224,282 $421,131
========== ========== ======== ======== ========
Amount of commitment expiration per period
Less than 1-3 4-5 After 5
Total 1 year years years years
----- ------ ----- ----- -----
Unused lines of credit $59,552 $ -- $59,552 $ -- $ --
Standby letters of credit 27,448 12,448 15,000 -- --
Guarantees -- -- -- -- --
Other commercial commitments 9,096 3,383 5,713 -- --
------- ---------- ------- ------ --------
Total commercial commitments $96,096 $ 15,831 $80,265 $ -- $ --
======= ========== ======= ====== ========
Other commercial commitments include guaranteed minimum payments to
minority partners of certain partnerships.
Credit Facility
The Company has a credit facility (the "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 $40 million for
standby letters of credit, and a $200 million five-year term loan. The Credit
Facility bears interest at LIBOR plus a grid-based margin dependent upon Central
Parking achieving certain financial ratios. The amount outstanding under the
Company's Credit Facility as of December 31, 2001 was $238.0 million with a
weighted average interest rate of 3.2%, including the principal amount of the
term loan of $112.5 million which is being repaid in quarterly payments of $12.5
million through March 2004. The aggregate availability under the Credit Facility
was $56.9 million at December 31, 2001, which is net of $17.6 million of
stand-by letters of credit. The 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.
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 variable rate borrowings. As of December 31, 2001, the Company
had $238.0 million of variable rate debt outstanding under the Credit Facility
priced at LIBOR plus 87.5 basis points. $112.5 million of the Credit Facility is
payable in quarterly installments of $12.5 million and $125.5 million in
revolving credit loans are due in March 2004. The Company anticipates paying the
scheduled quarterly payments out of operating cash flow and, if necessary, will
renew the revolving credit facility.
The Company is required under the Credit Facility to enter into interest
rate protection agreements designed to limit the Company's exposure to increases
in interest rates. As of December 31, 2001, interest rate protection agreements
had been purchased to hedge $100 million of the Company's variable rate debt.
These instruments were comprised of an interest rate swap agreement under which
the Company pays to the counterparty a fixed rate of 6.16% and receives a
variable rate equal to LIBOR, and three separate $25 million interest rate cap
agreements with rates of 8.0%, 8.0%, and 8.5%. Each derivative instrument has a
term consistent with the terms of the Credit Facility and are accounted for as
cash flow hedges.
The weighted average interest rate on the Company's Credit Facility at
December 31, 2001 was 3.2%. An increase (decrease) in LIBOR of 1% would result
in an increase (decrease) of annual interest expense of $2.1 million based on
the Company's outstanding Credit Facility balance of $238.0 million at December
31, 2001, less $25.0 million which is effectively fixed by the interest rate
swap agreement. Additional increases (decreases) in LIBOR would result in
proportionate increases (decreases) in interest expense until LIBOR exceeded
8.0% and 8.5%, at which point an additional $50.0 million and $25.0 million of
the balance, respectively, would be fixed by the interest rate cap agreements.
Foreign Currency Risk
The Company's exposure to foreign exchange risk is minimal. All foreign
investments are denominated in U.S. dollars, with the exception of Canada. The
Company has approximately CAN$1.8 million of cash and no Canadian dollar
denominated debt instruments at December 31, 2001. The Company does not hold any
hedging instruments related to foreign currency transactions. The Company
monitors foreign currency positions and may enter into certain hedging
instruments in the future should it determine that exposure to foreign exchange
risk has increased.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
-------- ------------------
The ownership of property and provision of services to the public entails
an inherent risk of liability. Although the Company is engaged in routine
litigation incidental to its business, there is no legal proceeding to which the
Company is a party, which, in the opinion of management, will have a material
adverse effect upon the Company's financial condition, results of operations, or
liquidity. The Company carries liability insurance against certain types of
claims that management believes meets industry standards; however, there can be
no assurance that any future legal proceedings (including any judgments,
settlements or costs) will not have a material adverse effect on the Company's
financial condition, liquidity or results of operations.
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 Parking and Allright in the form of civil investigative demands.
Central Parking and Allright entered into a settlement agreement with the
Antitrust Division on March 16, 1999, under which the two companies divested 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. The settlement agreement provides that Central Parking and
Allright may not operate any of the divested facilities for a period of two
years following the divestiture of such facility.
Item 4. Submission of Matters to a Vote of Security-Holders
------- ----------------------------------------------------------
There were no matters submitted to a vote of security holders during the quarter
ended December 31, 2001.
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 March 31, 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 (a) Registration Rights Agreement (the "Allright 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 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 (b) Amendment dated January 5, 1999 to the Allright Registration
Rights Agreement (Incorporated by reference to Exhibit 4.4.1 to the Company's
Registration Statement No. 333-66081 filed on October 21, 1998, as amended).
4.4 (c) Second Amendment dated February 1, 2001 to the Allright
Registration Rights Agreement. (Incorporated by reference to Exhibit 4.6 to the
Company's Registration Statement No. 333-54914 on Form S-3 filed on February 2,
2001)
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) 1995 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) Amendment to the 1995 Incentive and Nonqualified Stock Option Plan
for Key Personnel increasing the number of shares licensed for issuance under
the plan to 3,817,500. (Incorporated by reference to Exhibit 10.1 to the
Company's Annual Report of Form 10-K for the period ended September 30, 2000)
(c) 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).
(d) 1995 Restricted Stock Plan (Incorporated by reference to Exhibit
10.5.1 to the Company's Registration Statement No. 33-95640 on Form S-1.)
(e) 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.)
(f) 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.)
(g) 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.)
(h) 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.)
(j) 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.)
(k) 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).
(l) Second modification of Performance Unit Agreement of James H. Bond
(Incorporated by reference to Exhibit 10.1 (k) to the Company's Report on Form
10-Q for the period ended March 31, 2001.)
(m) Hiram A. Cox Employment Agreement, dated June 4, 2001.
(Incorporated by reference to Exhibit 10.1 (m) to the Company's Report on Form
10-K for the period ended September 30, 2001.)
(n) Deferred Stock Unit Plan (Incorporated by reference to Exhibit 10.1
(n) to the Company's Annual Report on Form 10-K for the period ended September
30, 2001).
(o) William J. Vareschi Employment Agreement dated as of February 28,
2001 (incorporated by reference to Exhibit 10.1 (o) to the company's Report on
Form 10-Q for the period ended June 30, 2001).
(p) James H. Bond Employment Agreement dated as of May 31, 2001
(incorporated by reference to Exhibit 10.1 (p) to the company's Report on Form
10-Q for the period ended June 30, 2001).
(q) Emanuel J. Eads Employment Agreement dated as of October 1, 2000
(incorporated by reference to Exhibit 10.1 (q) to the company's Report on Form
10-Q for the period ended June 30, 2001).
(r) Gregory A. Susick Employment Agreement dated as of October 1, 2000
(incorporated by reference to Exhibit 10.1 (r) to the company's Report on Form
10-Q for the period ended June 30, 2001).
(s) Jeff L. Wolfe Employment Agreement dated as of October 1, 2000
(incorporated by reference to Exhibit 10.1 (s) to the company's Report on Form
10-Q for the period ended June 30, 2001).
10.2 (a) 1995 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.)
(b) Amendment to the 1995 Nonqualified Stock Option Plan for Directors
increasing the number of shares reserved for issuance under the plan to 475,000.
(Incorporated by reference to Exhibit 10.2 (b) to the Company's Annual Report on
Form 10-K for the period ended September 30, 2000.)
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 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.)
10.5 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.)
10.6 Form of Management Contract (Incorporated by reference to Exhibit
10.6 to the Company's Annual Report on Form 10-K for the period ended September
30, 2001.)
10.7 Form of Lease (Incorporated by reference to Exhibit 10.7 to the
Company's Annual Report on Form 10-K for the period ended September 30, 2001.)
10.8 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.)
10.9 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.)
10.10 $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.)
10.11 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 10.11 of the Company's Report on Form 10-K
for the period ended September 30, 1999.)
10.12 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 10.11 of the Company's Report on Form 10-K
for the period ended September 30, 1999.)
10.13 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 10.11 of the Company's Report
on Form 10-K for the period ended September 30, 1999.)
10.14 Amended and Restricted 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 of Form 10-Q for the quarter ended March 31, 2000.)
10.15 Amended and Restated Credit Agreement dated as of June 16, 2000,
by and among various banks, with Bank F America, N.A. as Agent and Central
Parking Corporation and certain affiliates. (Incorporated by reference to
Exhibit 10.15 to the Company's Annual Report on Form 10-K for the period ended
September 30, 2000.)
10.16 Letter Amendment to the Amended and Restated Credit Agreement
dated as of August 13, 2001, 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 10.16 to the Company's Annual Report on
Form 10-K for the period ended September 30, 2001).
10.17 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.)
10.18 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.)
10.19 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.)
10.20 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.)
10.21 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.)
10.22 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.)
10.23 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.)
10.24 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.)
10.25 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).
10.26 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).
(b) Reports on Form 8-K
On October 23, 2001, the Company filed a current report on form 8-K
announcing its forecasted operating results for the fourth quarter of fiscal
2001, incorporating the text of a press release dated October 15, 2001.
On November 27, 2001 the Company filed a current report on form 8-K
announcing its results for the quarter and year ended September 30, 2001,
incorporating the text of a press release on that date.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
CENTRAL PARKING CORPORATION
Date: February 14, 2002 By: /s/ Hiram A Cox
---------------- ------------------
Hiram A. Cox
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Hiram A. Cox Chief Financial Officer February 14, 2002
------------------- (Principal Financial and
Hiram A. Cox Accounting Officer)