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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 March 31, 2003
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
-----------------------------------
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 by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). 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 May 14, 2003
- ------------------------------ ---------------------------
Common Stock, $0.01 par value 36,099,501
INDEX
CENTRAL PARKING CORPORATION AND SUBSIDIARIES
PAGE
----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets as of March 31, 2003 and September 30, 2002 ... 3
Consolidated Statements of Operations
for the three and six months ended March 31, 2003 and 2002 .............. 4
Consolidated Statements of Cash Flows
for the six months ended March 31, 2003 and 2002 ........................ 5
Notes to Consolidated Financial Statements ................................ 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations ....................................... 16
Item 3. Quantitative and Qualitative Disclosure about Market Risk ................. 25
Item 4. Controls and Procedures ................................................... 25
PART II. OTHER INFORMATION
Item 1. Legal Proceedings ......................................................... 25
Item 6. Exhibits and Reports on Form 8-K .......................................... 26
SIGNATURES ........................................................................... 28
CERTIFICATIONS ....................................................................... 29
Part 1.
Item 1. Financial Statements
CENTRAL PARKING CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
UNAUDITED
Amounts in thousands, except share data
March 31, September 30,
2003 2002
----------- -------------
ASSETS
Current assets:
Cash and cash equivalents $ 38,326 $ 33,498
Management accounts receivable, net 38,863 39,664
Accounts receivable - other 11,341 15,714
Current portion of notes receivable (including amounts due from
related parties of $3,189 at March 31, 2003 and $8,972 at September 30, 2002) 5,445 11,549
Prepaid expenses 12,692 9,835
Deferred income taxes 72 72
----------- ---------
Total current assets 106,739 110,332
Notes receivable, less current portion 40,628 41,210
Property, equipment, and leasehold improvements, net 449,163 434,733
Contracts and lease rights, net 107,106 108,406
Goodwill, net 242,141 242,141
Investment in and advances to partnerships and joint ventures 14,093 12,836
Other assets 46,599 49,226
----------- ---------
Total assets $ 1,006,469 $ 998,884
=========== =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt and capital lease obligations $ 241,473 $ 53,318
Accounts payable 75,765 73,638
Accrued expenses 47,450 43,659
Management accounts payable 25,846 22,671
Income taxes payable 1,153 9,851
----------- ---------
Total current liabilities 391,687 203,137
Long-term debt and capital lease obligations, less current portion 34,182 207,098
Deferred rent 28,333 29,104
Deferred income taxes 10,519 13,825
Other liabilities 19,059 20,259
----------- ---------
Total liabilities 483,780 473,423
Company-obligated mandatorily redeemable convertible securities of
subsidiary trust holding solely parent debentures 78,085 78,085
Minority interest 30,335 31,572
Shareholders' equity:
Common stock, $0.01 par value; 50,000,000 shares authorized, 36,099,400 and
35,951,626 shares issued and outstanding at March 31, 2003 and
September 30, 2002, respectively 360 360
Additional paid-in capital 242,640 242,112
Accumulated other comprehensive loss, net (1,382) (2,377)
Retained earnings 173,559 176,924
Other (908) (1,215)
----------- ---------
Total shareholders' equity 414,269 415,804
----------- ---------
Total liabilities and shareholders' equity $ 1,006,469 $ 998,884
=========== =========
See accompanying notes to consolidated financial statements.
Page 3 of 30
CENTRAL PARKING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
UNAUDITED
Amounts in thousands, except per share data
Three months ended March 31, Six months ended March 31,
---------------------------- --------------------------
2003 2002 2003 2002
--------- --------- --------- ---------
Revenues:
Parking $ 146,451 $ 147,919 $ 297,099 $ 293,378
Management contracts 29,381 29,357 59,938 58,931
--------- --------- --------- ---------
175,832 177,276 357,037 352,309
Reimbursement of management contract expenses 102,722 94,632 204,703 192,336
--------- --------- --------- ---------
Total revenues 278,554 271,908 561,740 544,645
--------- --------- --------- ---------
Costs and expenses:
Cost of parking 140,407 128,810 274,828 255,066
Cost of management contracts 17,486 13,330 32,094 25,339
General and administrative 20,966 17,454 41,558 35,563
--------- --------- --------- ---------
178,859 159,594 348,480 315,968
Reimbursed management contract expenses 102,722 94,632 204,703 192,336
--------- --------- --------- ---------
Total costs and expenses 281,581 254,226 553,183 508,304
Property-related (losses) gains, net (2,540) 3,024 (2,540) 7,033
--------- --------- --------- ---------
Operating (loss) earnings (5,567) 20,706 6,017 43,374
Other income (expenses):
Interest income 1,170 1,517 2,368 2,927
Interest expense (5,594) (3,061) (8,548) (6,319)
Dividends on Company-obligated mandatorily
redeemable convertible securities of a
subsidiary trust (1,045) (1,258) (2,089) (2,730)
Gain on repurchase of company-obligated
mandatorily redeemable convertible
securities of a subsidiary trust -- 2,845 -- 8,364
Gain on sale of non operating assets 3,241 -- 3,241 --
Equity in partnership and joint venture earnings 592 587 1,261 1,969
--------- --------- --------- ---------
(Loss) earnings from continuing operations before
income taxes, minority interest, and
cumulative effect of accounting changes (7,203) 21,336 2,250 47,585
Income tax benefit (expense) 2,460 (7,501) (667) (16,886)
--------- --------- --------- ---------
(Loss) earnings from continuing operations before
minority interest, and cumulative
effect of accounting change (4,743) 13,835 1,583 30,699
Minority interest, net of tax (1,075) (1,006) (2,360) (2,278)
Cumulative effect of accounting change, net of tax -- -- -- (9,341)
--------- --------- --------- ---------
(Loss) earnings from continuing operations (5,818) 12,829 (777) 19,080
--------- --------- --------- ---------
Discontinued operations, net of tax (3,332) 62 (1,507) 154
--------- --------- --------- ---------
Net (loss) earnings $ (9,150) $ 12,891 $ (2,284) $ 19,234
========= ========= ========= =========
Basic earnings per share:
(Loss) earnings from continuing operations before
cumulative effect of accounting change $ (0.16) $ 0.36 $ (0.02) $ 0.80
Cumulative effect of accounting change, net of tax -- -- -- (0.26)
Discontinued operations, net of tax (0.09) -- (0.04) --
--------- --------- --------- ---------
Net (loss) earnings $ (0.25) $ 0.36 $ (0.06) $ 0.54
========= ========= ========= =========
Diluted earnings per share:
(Loss) earnings before cumulative effect of
accounting change $ (0.16) $ 0.36 $ (0.02) $ 0.79
Cumulative effect of accounting change, net of tax -- -- -- (0.26)
Discontinued operations, net of tax (0.09) -- (0.04) --
--------- --------- --------- ---------
Net (loss) earnings $ (0.25) $ 0.36 $ (0.06) $ 0.53
========= ========= ========= =========
Weighted average shares used for basic per share data 35,980 35,775 35,974 35,765
Effect of dilutive common stock options -- 363 -- 240
--------- --------- --------- ---------
Weighted average shares used for dilutive per share data 35,980 36,138 35,974 36,005
========= ========= ========= =========
See accompanying notes to consolidated financial statements.
Page 4 of 30
CENTRAL PARKING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
Amounts in thousands
Six months ended March 31,
--------------------------
2003 2002
--------- --------
Cash flows from operating activities:
Net (loss) earnings $ (2,284) $ 19,234
Loss (earnings) from discontinued operations 1,507 (154)
--------- --------
(Loss) earnings from continuing operations (777) 19,080
Adjustments to reconcile net (loss) earnings to net cash
provided by operating activities:
Depreciation and amortization of property 17,139 17,082
Equity in partnership and joint venture earnings (1,261) (1,969)
Distributions from partnerships and joint ventures 591 2,685
Gain on sale of non operating assets (3,241) --
Property-related (gains) losses, net 2,540 (7,033)
Gain on repurchase of company-obligated mandatorily
redeemable convertible securities of a subsidiary trust -- (8,364)
Realized loss on ineffective derivatives due to debt
refinancing 918 --
Decrease in fair value of derivatives 12 --
Cumulative effect of accounting change, net of tax -- 9,341
Deferred income tax (benefit) expense (3,968) 3,724
Minority interest, net of tax 2,360 2,278
Changes in operating assets and liabilities, excluding
effects of acquisitions:
Management accounts receivable 801 (2,587)
Accounts receivable - other 4,373 4,013
Prepaid expenses (2,857) (5,163)
Other assets (1,237) (2,931)
Accounts payable, accrued expenses and other liabilities 4,436 2,723
Management accounts payable 3,175 1,925
Deferred rent (771) 8,274
Income taxes payable (8,698) 1,112
--------- --------
Net cash provided by operating activities -
continuing operations 13,535 44,190
Net cash (used) provided by operating
activities - discontinued operations (1,299) 154
--------- --------
Net cash provided by operating activities 12,236 44,344
--------- --------
Cash flows from investing activities:
Proceeds from disposition of property and equipment 17,200 13,942
Proceeds from sale of investment in partnership -- 17,603
Purchases of property, equipment and leasehold improvements (34,573) (12,922)
Purchases of contract and lease rights (7,857) (18,872)
Acquisitions, net of cash acquired -- (17,988)
Other investing activities 6,732 32
--------- --------
Net cash used by investing activities (18,498) (18,205)
--------- --------
Cash flows from financing activities:
Dividends paid (1,081) (1,080)
Net (repayments) borrowings under revolving credit
agreement (83,000) 23,500
Proceeds from issuance of notes payable 175,000 --
Principal repayments on long-term debt and capital
lease obligations (76,761) (27,899)
Payment to minority interest partners (3,597) (3,563)
Repurchase of common stock -- (488)
Repurchase of mandatorily redeemable securities -- (19,325)
Proceeds from issuance of common stock and exercise
of stock options 528 2,166
--------- --------
Net cash provided (used) by financing activities 11,089 (26,689)
--------- --------
Foreign currency translation 1 (146)
--------- --------
Net increase (decrease) in cash and cash equivalents 4,828 (696)
Cash and cash equivalents at beginning of period 33,498 41,849
--------- --------
Cash and cash equivalents at end of period $ 38,326 $ 41,153
========= ========
Non-cash transactions:
Issuance of restricted stock $ -- $ 12
Purchase of equipment with capital lease $ -- $ 635
Unrealized gain on fair value of derivatives $ 64 $ 500
Page 5 of 30
CONSOLIDATED STATEMENTS OF CASH FLOWS
(CONTINUED)
Six months ended March 31,
-------------------------
2003 2002
------- --------
Cash payments for:
Interest $10,383 $ 6,061
Income taxes $13,008 $ 11,933
Effects of acquisitions:
Estimated fair value of assets acquired $ -- $ 5,541
Purchase price in excess of net assets acquired (goodwill) -- 15,215
Estimated fair value of liabilities assumed -- (2,943)
------- --------
Cash paid -- 17,813
Less cash acquired -- 185
------- --------
Net cash paid for acquisitions $ -- $ 17,628
======= ========
See accompanying notes to consolidated financial statements.
Page 6 of 30
CENTRAL PARKING CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
UNAUDITED
(1) BASIS OF PRESENTATION
A. 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 and six months ended March 31,
2003 are not necessarily indicative of the results that may be expected for the
fiscal year ending September 30, 2003. For further information, refer to the
consolidated financial statements and footnotes thereto for the year ended
September 30, 2002 (included in the Company's Annual Report on Form 10-K).
Certain prior period amounts have been reclassified to conform to the current
year presentation.
B. In December 2002, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards ("SFAS") No. 148, Accounting
for Stock-Based Compensation - Transition and Disclosure, an amendment of FASB
Statement No. 123. SFAS No. 148 amends SFAS No. 123, Accounting for Stock-Based
Compensation, to provide alternative methods of transition for a voluntary
change to the fair value method of accounting for stock-based employee
compensation. In addition, this Statement amends the disclosure requirements of
SFAS No. 123 to require prominent disclosures in both annual and interim
financial statements. Certain of the disclosure modifications are included
below.
The Company applies the intrinsic-value-based method of accounting
prescribed by Accounting Principles Board (APB) Opinion No. 25, Accounting for
Stock Issued to Employees, and related interpretations including FASB
Interpretation No. 44, Accounting for Certain Transactions involving Stock
Compensation, an interpretation of APB Opinion No. 25, to account for its
fixed-plan stock options. Under this method, compensation expense is recorded on
the date of grant only if the current market price of the underlying stock
exceeded the exercise price. SFAS No. 123, established accounting and disclosure
requirements using a fair-value-based method of accounting for stock-based
employee compensation plans. As allowed by SFAS No. 123 and SFAS No. 148, the
Company has elected to continue to apply the intrinsic-value-based method of
accounting described above, and has adopted only the disclosure requirements of
these statements. The following table illustrates the effect on net income if
the fair-value-based method had been applied to all outstanding and unvested
awards in each period, (in thousands, except per share amounts).
THREE MONTHS ENDED SIX MONTHS ENDED
MARCH 31, MARCH 31,
---------------------------- ----------------------------
2003 2002 2003 2002
--------- ---------- --------- ----------
Net (loss) earnings, as reported $ (9,150) $ 12,891 $ (2,284) $ 19,234
Add stock-based employee compensation expense
included in reported net (loss)
earnings, net of tax -- -- -- --
Deduct total stock-based employee compensation
expense determined under fair-value-based
method for all awards, net of tax (1,363) (1,705) (2,864) (2,855)
--------- ---------- --------- ----------
Pro forma net (loss) earnings $ (10,513) $ 11,186 $ (5,148) $ 16,379
========= ========== ========= ==========
Earnings per share:
Basic-as reported $ (0.25) $ 0.36 $ (0.06) $ 0.54
========= ========== ========= ==========
Basic-pro forma $ (0.29) $ 0.31 $ (0.14) $ 0.46
========= ========== ========= ==========
Diluted-as reported $ (0.25) $ 0.36 $ (0.06) $ 0.53
========= ========== ========= ==========
Diluted-pro forma $ (0.29) $ 0.31 $ (0.14) $ 0.46
========= ========== ========= ==========
Page 7 of 30
(2) ACQUISITIONS
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
-----------
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 when
such termination occurs. The trade name is included as goodwill and is not
subject to amortization. The contract rights are 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 payment of up to $2.3 million based on the earnings of USA
Parking for the twelve months ended March 31, 2004. The incentive provision is
not conditional upon employment. Any amounts owed under this incentive provision
will be recorded as goodwill in the period payment is made.
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 has
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. Any amounts owed under this contingent
provision will be recorded as goodwill in the period payment is made. The
purchase resulted in goodwill of $646 thousand, which is not deductible for tax
purposes. This acquisition expanded the Company's presence in 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 $134 thousand, 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.
Park One of Louisiana, LLC
On January 1, 2002, the Company purchased certain assets and
liabilities of Park One of Louisiana, LLC, for $5.6 million in cash. The
purchase included 24 management and 17 lease contracts located in New Orleans,
Louisiana. The fair value of the assets acquired as of the acquisition date was
as follows (in thousands):
Tangible assets $ 491
Contract rights 5,864
Liabilities assumed (805)
-----------
Net assets acquired $ 5,550
===========
The tangible assets purchased and liabilities assumed consist primarily
of management accounts receivable and management accounts payable, respectively.
The contract rights will be amortized over 15 years, which is the estimated life
of the contracts, including anticipated future renewals.
Property acquisitions
In April 2002, the Company acquired four properties in Atlanta for
$16.5 million, including acquisition costs. The purchase was funded through two
notes payable secured by the acquired properties. The notes require the Company
to make monthly interest payments at a weighted average rate of one-month LIBOR
plus 157.5 basis points, with the principal balance due in April 2007. The
properties are currently being leased to another parking operator.
Page 8 of 30
On October 7, 2002, the Company purchased a parking location in
Baltimore, Maryland for approximately $16 million in cash. Previously, the
company had operated the location under a lease agreement.
Lease rights
In January 2002, the Company purchased the lease rights for three
locations in New York City for $16.4 million in cash. The lease rights are being
amortized over the remaining terms of the individual lease agreements, which
range from 10 to 30 years. Previously, the Company had operated each of these
locations under an agreement entered into in September 1992. The 1992 agreement,
which terminates in August 2004, initially covered approximately 80 locations;
however, all but seven of these locations had been renegotiated with extended
terms or terminated as of September 30, 2002. The Company intends to enter into
negotiations to extend the terms of these remaining locations prior to the
termination of the existing agreement. There can be no assurance that these
locations will be renewed or, if renewed, that the new agreements will not have
substantially different terms.
The Company is entitled to receive a termination fee, as defined in the
agreement, as the third party disposes of certain properties or renegotiates the
lease agreements. The termination fee is based on the earnings of the location
and the remaining duration of the agreement. The amount has been recorded as
deferred rent and will be amortized through August 2004 to offset the guaranteed
rent payments due under the original agreement.
In October 2002, the Company executed an agreement with Connex South
Eastern Limited, a rail company headquartered in the United Kingdom, to lease 82
parking facilities throughout the United Kingdom. Under the terms of the lease
agreement, the Company paid an upfront payment of $6.4 million for the right to
lease these facilities and agreed to invest approximately $5 million in property
improvements at these locations. The $6.4 million of upfront payments and $5
million in property improvements will be amortized over the term of the lease
which is 9 years. Yearly base lease payments under the lease range from $7.1
million in year one to $7.4 million in years two through nine. Additionally,
lease payments may increase during the final six years of the lease based upon
increases in the aggregate pricing charged to customers at these locations.
(3) 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 if restricted
shares of common stock were to become fully vested.
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 March 31, 2003 and 2002,
such securities were convertible into 1,419,588 and 1,482,820 shares of common
stock, respectively. For the three months ended March 31, 2002, options to
purchase 529,246 shares are excluded from the diluted common shares since they
are anti-dilutive. For the six months ended March 31, 2002, options to purchase
1,170,506 shares are excluded from the calculation of diluted common shares
since they are anti-dilutive. For the three and six months ended March 31, 2003,
the reported net loss resulted in all options to purchase common shares being
excluded from the calculation of diluted common shares.
(4) PROPERTY-RELATED GAINS (LOSSES), NET
The Company routinely disposes of or impairs owned properties,
leasehold improvements, contract rights, lease rights and other long term
deferred expenses due to various factors, including economic considerations,
unsolicited offers from third parties, loss of contracts and condemnation
proceedings initiated by local government authorities. Leased and managed
properties are also periodically evaluated and determinations may be made to
sell or exit a lease obligation. The Company adopted Statement of Financial
Accounting Standards (SFAS) No. 144, Accounting for the Impairment or Disposal
of Long Lived Assets, effective October 1, 2002. In accordance with SFAS No.
144, gains and losses on the sale or condemnation of property, equipment,
leasehold improvements, contract rights and lease rights are included as a
component of discontinued operations as are gains and losses on the termination
prior to the end of the contractual term of lease of management obligations.
Impairments associated with parking facilities that meet the assets
held-for-sale criteria as defined in SFAS No. 144 are also included as a
component of discontinued operations. A summary of property-related gains and
losses for the three and six months ended March 31, 2003 and March 31, 2002 is
as follows (in thousands):
Page 9 of 30
Three months ended Six months ended
March 31, March 31,
2003 2002 2003 2002
------- ------- ------- -------
Net (losses) gains on sale of property $ (83) $ (100) $ (83) $ 4,861
Impairment charges for property, equipment
and leasehold improvements (427) (5) (427) (61)
Impairment charges for contract rights,
lease rights and other intangible assets (2,030) (723) (2,030) (1,619)
Net gains on sale of partnership interests -- 3,852 -- 3,852
------- ------- ------- -------
Total property-related (losses) gains, net $(2,540) $ 3,024 $(2,540) $ 7,033
======= ======= ======= =======
(5) GOODWILL AND INTANGIBLE ASSETS
As of March 31, 2003, the Company had the following amortizable
intangible assets (in thousands):
Gross
Carrying Accumulated
Amount Amortization Net
-------- ------------ --------
Contract and lease rights $150,659 $43,553 $107,106
Noncompete agreements 2,575 2,328 247
-------- ------- --------
Total $153,234 $45,881 $107,353
======== ======= ========
Amortization expense related to the contract and lease rights was $2.5
million and $4.9 million, respectively, for the three and six months ended March
31, 2003 and 2002. Amortization expense related to noncompete agreements was
$50,000 and $0.1 million, respectively, for the six months ended March 31, 2003
and 2002.
In July 2001, the FASB issued SFAS No. 142, Goodwill and Other
Intangible Assets. SFAS No. 142 requires that goodwill and intangible assets
with indefinite useful lives no longer be amortized, but instead be tested for
impairment at least annually. The transition provisions of SFAS No. 142 required
that the Company assess goodwill for impairment as of the date of adoption and
recognize identified impairments as a cumulative effect of an accounting change
in the accounting period in which the standard was adopted. The Company adopted
SFAS No. 142 as of October 1, 2001. The Company completed the transition process
as required under the provisions of SFAS No. 142 and recorded as a cumulative
effect of an accounting change a charge of $9.3 million (net of an income tax
benefit of $28 thousand) related to business units in Chicago and New Jersey as
of October 1, 2001.
(6) GAIN ON SALE OF NON-OPERATING ASSETS
During the three months ended March 31, 2003, the Company consummated
the sale of an airplane owned by the Company for $3.9 million. At the time of
the consummation of the sale, the airplane had a net book value of $0.1 million,
resulting in the recognition of a gain of $3.2 million, net of selling costs.
(7) LONG-TERM DEBT
On February 28, 2003, the Company entered into a credit facility (the
"Credit Facility") initially providing for an aggregate availability of up to
$350 million consisting of a five-year $175 million revolving credit facility
including a sub-limit of $60 million for standby letters of credit, and a $175
million seven-year term loan. The Credit Facility refinanced an existing credit
facility (the "1999 Credit Facility") which had an aggregate availability of up
to $400 million consisting of a $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 which required quarterly payments of $12.5 million. The 1999
Credit Facility bore interest at LIBOR plus a grid-based margin dependent upon
the Company achieving certain financial ratios. At the time of the refinancing,
the amount outstanding under the 1999 Credit Facility was $260.3 with an average
interest rate of 2.96% and an aggregate availability of $2.2 million. The Credit
Facility is secured by ownership in certain subsidiaries, real estate and
personal property.
The Credit Facility bears interest at LIBOR plus a tier-based margin
dependent upon certain financial ratios. There are separate tiers for the
revolving credit facility and term loan. The weighted average margin as of March
31, 2003 was 2.98%. The amount outstanding under the Company's Credit Facility
was $238.5 million with a weighted average interest rate of 4.3% as of March 31,
2003. The term loan is required to be repaid in quarterly payments of $0.44
million through March 2008 and quarterly payments of $20.8 million from June
2008 through March 2010. The aggregate availability under the Credit Facility
was $72.5 million at March 31, 2003, which is net of $39.0 million of stand-by
letters of credit.
Page 10 of 30
The Credit Facility contains covenants including those that require
the Company to maintain certain financial ratios, restrict further indebtedness
and certain acquisition activity and limit the amount of dividends paid. The
primary ratios are a leverage ratio, senior leverage ratio and a fixed charge
coverage ratio. Quarterly compliance is calculated using a four quarter rolling
methodology and measured against certain targets. As of March 31, 2003, subject
to certain conditions. The Company was in default due to non-compliance with
both the leverage and senior leverage ratios. A temporary waiver was obtained
from the lenders for the quarter ended March 31, 2003. Pursuant to the
provisions of the Emerging Issues Task Force ("EITF") Issue No. 86-30,
Classification of Obligations When a Violation Is Waived by the Creditor, the
Company projected future compliance with the existing covenants and concluded
that non-compliance with the same covenants at the next quarterly measurement
date was probable. Accordingly, the outstanding balance of the Credit Facility
of $238.5 million is classified as a current liability at March 31, 2003. The
Company incurred a fee of $350 thousand to obtain the temporary waiver, which
was recorded as additional interest expense during the quarter ended March 31,
2003.
The Company plans to seek an amendment of the Credit Facility prior to
August 15, 2003 as required by the temporary waiver obtained from its lenders.
The Company paid a fee of $0.4 million in connection with obtaining the waiver.
During the waiver period, interest rates will increase by 25 basis points the
total outstanding revolving loan balance shall not exceed $140,000,000, and net
cash proceeds from dispositions in excess of $2.5 million will be used to repay
loans. During the waiver period, the Company and its lenders will determine the
amendment modifications which are expected to include temporary or permanent
covenant and pricing modifications.
The failure of the Company to amend the existing Credit Facility
prior to August 15, 2003 would result in the Company being in default under the
terms of the Credit Facility. The Company's inability to secure an amendment of
the Credit Facility or other financing would have a material adverse impact on
the Company. Additionally, amendments to the Credit Facility are expected to
result in higher interest rates and expenses.
(8) CONVERTIBLE TRUST ISSUED PREFERRED SECURITIES
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 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 $106.5 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 prohibit the payment of dividends on
Central Parking common stock if the quarterly distributions on the Preferred
Securities are not made for any reason. 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 Company's consolidated balance sheets reflect the Preferred
Securities of the Trust as company-obligated mandatorily redeemable convertible
securities of subsidiary trust holding solely parent debentures.
In April 2002, the FASB issued SFAS No. 145, Rescission of FASB
Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections. Among other provisions, this statement rescinds SFAS No. 4,
Reporting Gains and Losses from Extinguishment of Debt, which required that all
gains and losses on extinguishment of debt be classified as an extraordinary
item, net of tax, on the face of the income statement. The statement is
effective for all fiscal years beginning after May 15, 2002, but may be adopted
earlier. The Company adopted this statement in the third quarter of fiscal year
2002, retroactive to October 1, 2001. Prior periods have been reclassified to
conform to the new presentation.
On June 28, 2002, the Company repurchased 138,800 shares of its
Preferred Securities for $2.5 million. On March 30, 2002, the Company
repurchased 500,000 shares of its Preferred Securities for $9.3 million. On
December 28, 2001, the Company repurchased 637,795 shares of the Preferred
Securities for $10.0 million. For the year ended September 30, 2002, these
transactions resulted in a reduction of $31.9 million of the outstanding balance
of the
Page 11 of 30
Preferred Securities and pre-tax gains of $9.2 million, net of write
downs of a proportionate share of the related deferred finance costs of $0.9
million.
(9) 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, thereby creating fixed-rate debt. The purchased interest rate cap
agreements protected the Company from increases in interest rates that would
result in increased cash interest payments made under its 1999 Credit Facility.
Under the agreements, the Company has the right to receive cash if interest
rates increase above a specified level.
The Company recognizes all derivative instruments as either assets or
liabilities, measured at fair value, in the consolidated balance sheets.
At March 31, 2003, 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. The interest rate caps and an interest rate swap with a notional amount
of $25 million were obtained to manage fluctuations in cash flows associated
with the Company's 1999 Credit Facility. The refinancing of the credit facility
during the second quarter of 2003 resulted in these derivatives being deemed to
be ineffective based on the guidance provided in SFAS No. 133, Accounting for
Derivative Instruments and Hedging Activities and related interpretations.
Accordingly, the Company recorded an increase to interest expense of
approximately $0.9 million during the quarter ended March 31, 2003, which
represented the balance recorded as a component of accumulated other
comprehensive loss associated with accumulated unrealized loss previously
ineffective derivative at February 28, 2003 financial instruments.
As of March 31, 2003, the Company has not redesignated these derivative
financial instruments. As a result, the three interest rate caps and the
interest rate swap are being accounted for as speculative derivative financial
instruments with changes in fair values being reflected as a component of
interest expense. For the three months ended March 31, 2003, approximately
$12,000 was recorded as an increase in interest expense to reflect the decrease
in fair value of these ineffective derivatives from the date of the refinancing
to March 31, 2003.
For the remaining interest rate swap with a notional amount of $13
million, the underlying terms of the interest rate swap, including the notional
amount, interest rate index, duration and reset dates are identical to those of
the associated debt instrument and therefore the hedging relationship results
in no ineffectiveness. Accordingly, such interest rate swap is classified as a
cash flow hedge. As such any changes in the fair value of the swap is included
in accumulated other comprehensive income on the face of the balance sheet.
The following table lists the carrying value (fair value) of each type
of derivative financial instrument (amounts in thousands):
March 31, 2003 September 30, 2002
-------------- ------------------
Derivative instrument assets:
Interest rate caps $ -- $ 5
=========== ======
Derivative instrument liabilities:
Interest rate swaps $ 2,400 $3,043
=========== ======
(10) REVENUE RECOGNITION
In January 2002, EITF released Issue No. 01-14, Income Statement
Characterization of Reimbursements Received for "Out-of-Pocket" Expenses
Incurred, which the Company adopted in the third quarter of fiscal 2002. This
pronouncement requires the Company to recognize as both revenues and expenses,
in equal amounts, costs directly reimbursed from its management clients.
Previously, expenses directly reimbursed under management agreements were netted
against the reimbursement received. Prior periods have been reclassified to
conform to the presentation of these reimbursed expenses in 2002. Adoption of
the pronouncement resulted in an increase in total revenues and total costs and
expenses in equal amounts of $103 million and $95 million for the three months
ended March 31,2003 and 2002, respectively, and $205 million and $192 million
for the six months ended March 31, 2003 and 2002, respectively.
Page 12 of 30
(11) DISCONTINUED OPERATIONS
The Company adopted the provisions of SFAS No. 144 on October 1, 2002.
In addition to providing enhanced guidance on identifying and measuring
impairments of long-lived assets, SFAS No. 144 requires that the operating
results from a disposed parking facility be reflected as discontinued
operations. SFAS No. 144 also requires that gains, losses and impairments
resulting from the designation of a parking facility as held-for-sale or
disposal be reflected as discontinued operations. For the six months ended March
31, 2003, the Company designated as held-for-sale or disposal, nineteen
locations, resulting in a loss from discontinuing operations of $1.5 million,
net of tax, including before tax amounts of $2.1 million in legal and
professional expenses which include amounts related to the settlement of the
Texas Gulf Bank lawsuit, $2.4 million in impairment and $2.3 million in property
related gains. Included in the three and six months ended March 31, 2003 is the
results of operations for the first and second quarter of fiscal 2003 for all
discontinued locations. The Company also reclassified the March 31, 2002 three
and six months results of the locations disposed of during the first quarter and
second fiscal quarters of 2003. These losses, net of related income taxes, are
reflected as discontinued operations.
(12) RECENT ACCOUNTING PRONOUNCEMENTS
In November 2002, the FASB issued Interpretation No. 45, Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness to Others, an interpretation of FASB Statements No.
5, 57 and 107 and a rescission of FASB Interpretation No. 34. This
Interpretation elaborates on the disclosures to be made by a guarantor in its
interim and annual financial statements about its obligations under guarantees
issued. The Interpretation also clarifies that a guarantor is required to
recognize, at inception of a guarantee, a liability for the fair value of the
obligation undertaken. The disclosure requirements are effective for financial
statements of interim and annual periods ending after December 15, 2002, for new
or modified guarantees. The impact on the Company's financial statements from
the application of the recognition and measurement provisions of the
Interpretation is dependent on the level of guarantees issued or modified in
2003. No guaranties were issued or modified during the quarter ended March 31,
2003 which were impacted by the provisions of FASB Interpretation No. 45.
In January 2003, the FASB issued Interpretation No. 46, Consolidation
of Variable Interest Entities, an interpretation of ARB No. 51. This
Interpretation addresses the consolidation by business enterprises of variable
interest entities as defined in the Interpretation. The Interpretation applies
immediately to variable interests in variable interest entities created after
January 31, 2003, and to variable interests in variable interest entities
obtained after January 31, 2003. The Interpretation requires certain disclosures
in financial statements issued after January 31, 2003 if it is reasonably
possible that the Company will consolidate or disclose information about
variable interest entities when the Interpretation becomes effective. The
Company does not have variable interests in variable interest entities.
(13) 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. The partners entered into an option agreement on that date whereby the
limited partner had the option to sell its partnership interest to the Company.
The Company's partner exercised its option to sell its interest in the
partnership to the Company on March 31, 2003, for approximately $14.3 million.
The purchase price of $14.3 million is included in accrued expenses as of March
31, 2003.
The Company has reached tentative agreement to settle a lawsuit brought
by Texas Gulf Bank and other trustees and individuals on behalf of the owners of
an individual interest in an undeveloped city block in downtown Houston that was
leased by a subsidiary of Allright, (which is a subsidiary of the Company). The
suit was filed in June 2001, in the 270th Judicial District Court in Harris
County, Texas. The plaintiffs in the suit alleged substantial underpayment of
percentage rent as a result of theft and fraud. The parties have entered into a
confidential, binding letter agreement, which is subject to the execution of a
definitive settlement agreement. Management has established an accrual for the
entire amount of the proposed settlement.
The Company is subject to various legal proceedings and claims, which
arise in the ordinary course of its business. In the opinion of management, the
ultimate liability with respect to those proceedings and claims, except as
discussed above, will not have a material adverse effect on the financial
position, operations, or liquidity of the Company. The Company maintains
liability insurance coverage for individual claims in excess of various dollar
amounts, subject to annual aggregate limits. The primary amount of such coverage
is $1 million per occurrence and $2 million in the aggregate per facility. In
addition, the Company purchases umbrella/excess liability coverage. The
Company's various liability insurance policies have deductibles of up to
$250,000 that must be met before the insurance companies are required to
reimburse the Company for costs and liabilities relating to covered claims. As a
result, the Company is, in effect, self-insured for all claims up to the
deductible levels.
Page 13 of 30
(14) COMPREHENSIVE (LOSS) INCOME
Comprehensive (loss) income for the three and six months ended March
31, 2003 and 2002, was as follows (in thousands):
Three months ended Six months ended
March 31, March 31,
--------------------- ---------------------
2003 2002 2003 2002
------- -------- ------- --------
Net (loss) earnings $(9,150) $ 12,891 $(2,284) $ 19,234
Change in fair value of derivatives, net of tax 793 272 994 500
Foreign currency cumulative translation adjustment 207 (146) 1 (146)
------- -------- ------- --------
Comprehensive (loss) income $(8,150) $ 13,017 $(1,289) $ 19,588
======= ======== ======= ========
(15) 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 and operating earnings of each segment for the three and
six months ended March 31, 2003 and 2002, as well as identifiable assets for
each segment as of March 31, 2003 and September 30, 2002. During fiscal year
2002, 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 Six months ended
March 31, March 31,
--------------------- ---------------------
2003 2002 2003 2002
-------- -------- -------- --------
Revenues:(1)
Segment One $ 17,731 $ 18,173 $ 37,026 $ 36,922
Segment Two 72,369 74,666 148,468 148,643
Segment Three 9,042 9,242 18,164 17,767
Segment Four 18,289 18,855 36,884 37,187
Segment Five 9,550 7,950 19,378 15,855
Segment Six 3,617 2,892 7,141 6,250
Segment Seven 25,888 26,222 51,674 52,155
Segment Eight 19,184 18,801 37,937 36,907
Other 162 475 365 623
-------- -------- -------- --------
Total revenues $175,832 $177,276 $357,037 $352,309
======== ======== ======== ========
(1) Revenues exclude reimbursement of management contract expenses. Such amounts
were $102.7 million and $94.6 million for the three months ended March 31, 2003
and 2002, respectively, and $204.7 million and $192.3 million for the six months
ended March 31,2003 and 2002, respectively.
Operating (loss) earnings:
Segment One $(3,259) $ 605 $(2,960) $ 1,339
Segment Two (1,151) 5,836 4,578 13,269
Segment Three (1,542) 1,075 (1,057) 1,379
Segment Four 2,020 2,405 3,903 5,345
Segment Five 746 1,116 1,621 2,627
Segment Six 424 132 970 528
Segment Seven 262 2,978 2,081 6,024
Segment Eight (513) 1,804 378 3,944
Other (2,554) 4,755 (3,497) 8,919
------- ------- ------- -------
Total operating (loss) earnings $(5,567) $20,706 $ 6,017 $43,374
======= ======= ======= =======
Page 14 of 30
March 31, September 30,
---------- -------------
2003 2002
---------- ------------
Identifiable assets:
Segment One $ 18,040 $ 20,660
Segment Two 355,472 309,260
Segment Three 19,742 19,582
Segment Four 29,541 24,542
Segment Five 35,034 25,322
Segment Six 3,694 3,108
Segment Seven 31,151 28,412
Segment Eight 39,176 41,197
Other 474,619 526,801
---------- --------
Total assets $1,006,469 $998,884
========== ========
Segment One encompasses the western region of the United States and Vancouver,
BC.
Segment Two encompasses the northeastern United States, including New York City,
New Jersey, Boston and Philadelphia.
Segment Three encompasses Florida and the USA Parking acquisition.
Segment Four encompasses Louisiana, Ohio, and parts of Texas and Alabama.
Segment Five encompasses Europe, Puerto Rico, Central and South America.
Segment Six encompasses Nashville, TN and the Lexis acquisition.
Segment Seven encompasses the Midwestern region of the United States as well as
western Pennsylvania and western New York. It also includes Canada, excluding
Vancouver.
Segment Eight encompasses the southeastern region of the United States to
include Washington D.C. and Baltimore.
Other encompasses the home office, eliminations, certain owned real estate,
and certain partnerships.
(16) SUBSEQUENT EVENTS
On May 5, 2003, the Company announced that William J. Vareschi, Jr.,
Chief Executive Officer, acting Chief Financial Officer and Vice Chairman,
resigned from his position with the Company. During the third quarter of 2003,
the Company will expense severance charges for Mr. Vareschi, of approximately
$2,500,000 and restricted stock awards of $1,640,000. The Company's Board of
Directors named founder and chairman Monroe J. Carell, Jr., as Chief Executive
Officer.
Page 15 of 30
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 annual report on Form 10-K for the year
ended September 30, 2002. 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 document, could affect the future financial results of the
Company and could cause actual results to differ materially from those expressed
in forward-looking statements:
- 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;
- the loss, or renewal on less favorable terms, of management
contracts and leases;
- fluctuations in quarterly operating results caused by a
variety of factors including the timing of pre-opening costs
of parking facilities, the effect of weather on travel and
transportation patterns, player strikes or other events
affecting major league sports;
- the ability of the Company to form and maintain its strategic
relationships with certain large real estate owners and
operators;
- additional acts of terrorism or war;
- global and/or regional economic factors;
- the outcome of litigation;
- compliance with local, state, national and international laws
and regulations, including, without limitation, local
regulations and restrictions on parking and automobile usage,
security measures, environmental, anti-trust and consumer
protection laws; and
- the inability to obtain an amendment or other further waivers
to the Company's Credit Facility on terms favorable to the
Company.
OVERVIEW
The Company operates parking facilities under three types of
arrangements: leases, fee ownership, and management contracts. As of March 31,
2003, Central Parking operated 1,745 parking facilities through management
contracts, leased 1,872 parking facilities, and owned 213 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, claims and other indirect overhead.
Page 16 of 30
Parking revenues from owned properties amounted to $16.8 million and
$17.9 million for the three months ended March 31, 2003 and 2002, respectively,
representing 11.5% and 12.1% of total parking revenues for the respective
periods. For the six months ended March 31, 2003 and 2002, parking revenues from
owned properties were $32.8 million and $34.7 million, respectively,
representing 11.0% 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 $129.7 million and
$130.0 million for the three months ended March 31, 2003 and 2002, respectively,
and $264.3 million and $258.7 million for the six months ended March 31, 2003
and 2002, respectively. Parking revenues from leased facilities accounted for
88.5% and 87.9% of total parking revenues for the three months ended March 31,
2003 and 2002, respectively, and 89.0% and 88.2% of total parking revenues for
the six months ended March 31, 2003 and 2002, respectively. 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 for the Company and represent a greater risk than managed
facilities but provide a greater opportunity for long-term growth in revenues
and profits. 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 repairs. 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 $29.4 million and $29.4
million for the three months ended March 31, 2003 and 2002, respectively, and
$59.9 million and $58.9 million for the six months ended March 31, 2003 and
2002, 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.
In January 2002, EITF released Issue No. 01-14, Income Statement
Characterization of Reimbursements Received for "Out-of-Pocket" Expenses
Incurred, which the Company adopted in the third quarter of fiscal 2002. This
pronouncement requires the Company to recognize as both revenues and expenses,
in equal amounts, costs directly reimbursed from its management clients.
Previously, expenses directly reimbursed under management agreements were netted
against the reimbursement received. Prior periods have been reclassified to
conform to the presentation of these reimbursed expenses in 2002.
CRITICAL ACCOUNTING POLICIES
Management's Discussion and Analysis of Financial Condition and Results
of Operations discusses the Company's consolidated financial statements, which
have been prepared in accordance with accounting principles generally accepted
in the United States of America. Accounting estimates are an integral part of
the preparation of the financial statements and the financial reporting process
and are based upon current judgments. The preparation of financial statements in
conformity with accounting principles generally accepted in the United States
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reported period. Certain accounting estimates
are particularly sensitive because of their complexity and the possibility that
future events affecting them may differ materially from the Company's current
judgments and estimates.
Page 17 of 30
This listing of critical accounting policies is not intended to be a
comprehensive list of all of the Company's accounting policies. In many cases,
the accounting treatment of a particular transaction is specifically dictated by
accounting principles generally accepted in the United States of America, with
no need for management's judgment regarding accounting policy. The Company
believes that of its significant accounting policies, as discussed in Note 1 of
the consolidated financial statements included in the Company's Annual Report on
Form 10-K for the year ended September 30, 2002, the following involve a higher
degree of judgment and complexity:
Impairment of Long-Lived Assets and Goodwill
As of March 31, 2003, the Company's long-lived assets were comprised
primarily of $449.2 million of property, equipment and leasehold improvements,
$107.1 million of contract rights and $24.4 million of deferred expenses. In
accounting for the Company's long-lived assets, other than goodwill and other
intangible assets, the Company applies the provisions of Statement of Financial
Accounting Standards ("SFAS") No. 144, Accounting for the Impairment or Disposal
of Long-Lived Assets. The Company accounts for goodwill and other intangible
assets under the provisions of SFAS No. 142, Goodwill and Other Intangible
Assets. As of March 31, 2003, the Company had $242.1 million of goodwill.
The determination and measurement of an impairment loss under these
accounting standards require the continuous use of significant judgment and
estimates. The determination of fair value of these assets utilizes cash flow
projections that assume certain future revenue and cost levels, assumed discount
rates based upon current market conditions and other valuation factors, all of
which involve the use of significant judgment and estimation. For the three
months ended March 31, 2002, the Company recorded $0.7 million of prepaid rent
impairment related to the condemnation of a property in Houston. For the six
months ended March 31, 2002, the Company recorded $1.6 million in impairment due
to the $0.7 million write-off of the prepaid rent for a property in Houston, as
well as, $0.9 million write-off of contract rights related to locations in
Houston, Fort Worth and San Diego that were no longer operated by the Company.
The 2002 impairments were recorded as a component of property related (losses)
gains in the statement of operations. A $9.3 million impairment charge reflected
in the statement of operations for the six months ended March 31, 2002, resulted
from the Company's initial adoption of SFAS No. 142 and is reflected as a
cumulative effect of an accounting change as of October 1, 2001. The Company
recorded impairment losses of approximately $2.5 million in property related
losses and an additional $2.4 million in discontinued operations during the
three and six months ended March 31, 2003. Future events may indicate
differences from management's judgments and estimates, which could, in turn,
result in increased impairment charges in the future. Future events that may
result in increased impairment charges include increases in interest rates,
which would impact discount rates, unfavorable economic conditions or other
factors, which could decrease revenues and profitability of existing locations,
and changes in the cost structure of existing facilities.
Contract and Lease Rights
As of March 31, 2003, the Company had $107.1 million of contract and
lease rights. 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.
Allowance for Doubtful Accounts
As of March 31, 2003, the Company had $51.9 million of trade
receivables, including management accounts receivable and accounts receivable -
other. Additionally, the Company had a recorded allowance for doubtful accounts
of $1.7 million. The Company reports accounts receivable, net of an allowance
for doubtful accounts, to represent its estimate of the amount that ultimately
will be realized in cash. The Company reviews the adequacy of its allowance for
doubtful accounts on an ongoing basis, using historical collection trends,
analyses of receivable portfolios by region and by source, aging of receivables,
as well as review of specific accounts, and makes adjustments in the allowance
as necessary. Changes in economic conditions, specifically in the Northeast
United States, could have an impact on the collection of existing receivable
balances or future allowance considerations.
Litigation
The Company purchases comprehensive liability insurance covering
certain claims that occur at parking facilities it owns, leases or manages. The
primary amount of such coverage is $1 million per occurrence and $2 million in
the aggregate per facility. In addition, the Company purchases umbrella/excess
liability coverage. The Company's various liability insurance policies have
deductibles of up to $250,000 that must be met before the insurance companies
are required to reimburse the Company for costs incurred relating to covered
claims. As a result, the Company is, in effect, self-insured for all claims up
to the deductible levels. The Company applies the provisions of SFAS No. 5,
Page 18 of 30
Accounting for Contingencies, in determining the timing and amount of expense
recognition associated with claims against the Company. The expense recognition
is based upon management's determination of an unfavorable outcome of a claim
being deemed as probable and reasonably estimated, as defined in SFAS No. 5.
This determination requires the use of judgment in both the estimation of
probability and the amount to be recognized as an expense. Management utilizes
historical experience with similar claims along with input from legal counsel in
determining the likelihood and extent of an unfavorable outcome. Future events
may indicate differences from these judgments and estimates and result in
increased expense recognition in the future.
Income Taxes
The Company uses the asset and liability method of SFAS No. 109,
Accounting for Income Taxes, to account for income taxes. Under this method,
deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The Company has certain net
operating loss carry forwards which expire between 2003 and 2017. The ability of
the Company to fully utilize these net operating losses to offset taxable income
is limited due to changes in ownership of the companies which generated these
losses. These limitations have been considered in the determination of the
Company's deferred tax asset valuation allowance. The valuation allowance
provides for net operating loss carry forwards for which recoverability is
deemed to be uncertain. The carrying value of the Company's net deferred tax
assets assumes that the Company will be able to generate sufficient future
taxable income in certain tax jurisdictions, based on estimates and assumptions.
If these estimates and related assumptions change in the future, the Company
will be required to adjust its deferred tax valuation allowances.
RECENT ACCOUNTING PRONOUNCEMENTS
In November 2002, the FASB issued Interpretation No. 45, Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness to Others, an interpretation of FASB Statements No.
5, 57 and 107 and a rescission of FASB Interpretation No. 34. This
Interpretation elaborates on the disclosures to be made by a guarantor in its
interim and annual financial statements about its obligations under guarantees
issued. The Interpretation also clarifies that a guarantor is required to
recognize, at inception of a guarantee, a liability for the fair value of the
obligation undertaken. The disclosure requirements are effective for financial
statements of interim and annual periods ending after December 15, 2002, for new
or modified guarantees. The impact on the Company's financial statements from
the application of the recognition and measurement provisions of the
Interpretation is dependent on the level of guarantees issued or modified in
2003. No guaranties were issued or modified during the quarter ended March 31,
2003, which were impacted by the provisions of FASB Interpretation No. 45.
In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based
Compensation - Transition and Disclosure, an amendment of FASB Statement No.
123. This Statement amends FASB Statement No. 123, Accounting for Stock-Based
Compensation, to provide alternative methods of transition for a voluntary
change to the fair value method of accounting for stock-based employee
compensation. In addition, this Statement amends the disclosure requirements of
Statement No. 123 to require prominent disclosures in both annual and interim
financial statements. The Company adopted the disclosure provisions of SFAS No.
148 during the three months ended December 31, 2002.
In January 2003, the FASB issued Interpretation No. 46, Consolidation of
Variable Interest Entities, an interpretation of ARB No. 51. This Interpretation
addresses the consolidation by business enterprises of variable interest
entities as defined in the Interpretation. The Interpretation applies
immediately to variable interests in variable interest entities created after
January 31, 2003, and to variable interests in variable interest entities
obtained after January 31, 2003. The Interpretation requires certain disclosures
in financial statements issued after January 31, 2003 if it is reasonably
possible that the Company will consolidate or disclose information about
variable interest entities when the Interpretation becomes effective. The
Company does not have variable interests in variable interest entities.
Page 19 of 30
RESULTS OF OPERATIONS
Three Months Ended March 31, 2003 Compared to Three Months Ended March 31, 2002
Parking revenues in the second quarter of fiscal year 2003 decreased to
$146.5 million from $147.9 million in the second quarter of fiscal year 2002, a
decrease of $1.4 million, or 1.0%. The decrease primarily resulted from a $2.7
million decrease in same-store revenues due to the effects of the severe winter
weather and decreases in monthly parking activity, offset by $1.3 million
increase due to new locations.
Management contract revenues for the second quarter of fiscal 2003
remained constant at $29.4 million compared to the same period in fiscal 2002.
Cost of parking in the second quarter of 2003 increased to $140.4
million from $128.8 million in the second quarter of 2002, an increase of $11.6
million or 9.0%. This increase included a $3.5 million increase in rent expense
due to new locations and new lease agreements, a $1.6 million increase due to
snow removal and an increase in payroll expense of $1.4 million. Other items
causing this increase were cost inflation driven by higher property taxes and
insurance costs and start up costs related to new business brought on since last
year. Rent expense as a percentage of parking revenues increased to 52.8% during
the quarter ended March 31, 2003, from 49.8% in the quarter ended March 31,
2002. Payroll and benefit expenses were 19.7% of parking revenues during the
second quarter of fiscal 2003 as compared to 18.6% in the comparable prior year
period. Cost of parking as a percentage of parking revenues increased to 95.9%
in the second quarter of fiscal 2003 from 87.1% in the second quarter of fiscal
2002.
Cost of management contracts in the second quarter of fiscal 2003
increased to $17.5 million from $13.3 million in the comparable period in 2002,
an increase of $4.2 million or 31.2%. The increase was primarily caused by an
increase of $1.5 million in bad debt expense, an increase of $1.0 million in
employee health care costs, an increase of $0.6 million in commercial and
unemployment insurance, an increase of $0.6 million in bodily injury insurance
and an increase of $0.5 million in property damage insurance. The increase in
the bad debt expense was attributed to the weak economy as well as the
deterioration in aging accounts, and balances being disputed by customers whose
resolution is in litigation. Cost of management contracts as a percentage of
management contract revenue increased to 59.5% for the second fiscal quarter of
2003 from 45.4% for the same period in 2002, due to the increase in the
aforementioned items.
General and administrative expenses increased to $21.0 million for the
second quarter of fiscal 2003 from $17.5 million in the second quarter of fiscal
2002, an increase of $3.5 million or 20.1%. This increase is due to an increase
in legal and professional expenses of $1.5 million and an increase of $1.2
million in payroll and related costs. Miscellaneous other expenses comprise the
remainder of the increase for the second quarter of fiscal 2003. General and
administrative expenses as a percentage of total revenues (excluding
reimbursement of management contract expenses) increased to 12.0% for the second
quarter of fiscal 2003 compared to 9.9% for the second quarter of fiscal 2002.
Net property-related losses for the three months ended March 31, 2003
was $2.5 million. The $2.5 million loss was comprised of impairments of contract
rights and deferred expenses related to six locations in New York which
management plans to continue to operate. Due to continued operating losses, the
Company revised its future projections which required the impairment charges.
The Company's property-related gains for the three months ended March 31, 2002,
were primarily comprised of the sale of the interest in a partnership.
The Company adopted the provisions of SFAS No. 144 on October 1, 2002.
In addition to providing enhanced guidance on identifying and measuring
impairments of long-lived assets, SFAS No. 144 requires that the operating
results from a disposed parking facility be reflected as discontinued
operations. SFAS No. 144 also requires that gains, losses and impairments
resulting from the designation of a parking facility as held-for-sale or
disposal reflected as discontinued operations. For the three months ended March
31, 2003, the Company disposed of or committed to a plan to dispose of thirteen
locations, resulting in losses, net of tax, of $3.3 million, including $2.4
million of impairment charges. The Company also reclassified to discontinued
operations the March 31, 2002 comparitive amounts to include the six locations
disposed of during the first fiscal quarter as well as the thirteen locations
disposed of during the second fiscal quarter. These losses, net of related
income taxes, are reflected as discontinued operations.
Interest income decreased to $1.2 million for the second quarter of
fiscal 2003 from $1.5 million in the second quarter of fiscal 2002, a decrease
of $0.3 million, or 22.9%. The decrease in interest income was the result of
lower market interest rates.
Page 20 of 30
Interest expense and dividends on Company-obligated mandatorily
redeemable convertible securities increased to $6.6 million for the second
quarter of fiscal 2003 from $4.3 million in the second quarter of fiscal 2002,
an increase of $2.3 million or 53.7%. The increase was due, in part to costs
associated with the refinancing of the 1999 Credit Facility. Deferred finance
cost of $0.8 million and interest rate swap costs of $0.9 million were written
off during the quarter and included as a component of interest expense. The
Company also incurred waiver related fees of $0.4 million that were included in
interest expense. Additionally, the Company had 138,800 fewer convertible
securities outstanding as of March 31, 2003 compared to March 31, 2002.
The weighted average balance outstanding for the Company's debt
obligations and convertible securities was $362.1 million during the quarter
ended March 31, 2003, at a weighted average interest rate of 6.91% compared to a
weighted average balance outstanding of $391.9 million at a weighted average
rate of 4.49% during the quarter ended March 31, 2002. Deferred finance costs
were included in the calculation of the weighted average interest rate.
Gain on sale of non-operating assets was $3.2 million for the second
quarter of fiscal 2003. The gain is attributable to the sale of the corporate
airplane during the second quarter.
The Company's income tax benefit was $2.5 million for the second
quarter of fiscal 2003 as compared to income tax expense of $7.5 million in the
second quarter of fiscal 2002, a decrease of $10.0 million or 132.8%. The
effective tax rate on earnings from continuing operations for the second quarter
of fiscal 2003 was 34.2% compared to 35.2% for the second quarter of fiscal
2002.
The Company adopted the provisions of SFAS No. 144 on October 1, 2002.
In addition to providing enhanced guidance on identifying and measuring
impairments of long-lived assets, SFAS No. 144 requires that the operating
results from a disposal of a parking facility be reflected as discontinued
operations. SFAS No. 144 also requires that gains, losses and impairments
resulting from the designation of a parking facility as held-for-sale or
disposal be reflected as discontinued operations. For the six months ended March
31, 2003, the Company designated as held-for-sale or disposal, nineteen
locations, resulting in a loss from discontinuing operations of $3.3 million,
net of tax, including before tax amounts of $2.1 million in legal and
professional expenses which include amounts related to the settlement of the
Texas Gulf Bank lawsuit, and $2.4 million in impairment. Included in the six
months ended March 31, 2003 is the results of operations for the first and
second quarter of fiscal 2003 for all discontinued locations. The Company also
reclassified the March 31, 2002 statement of operations to include the six
months activity of the locations disposed of during the first quarter as well as
the thirteen locations disposed of during the second fiscal quarter. These
losses, net of related income taxes, are reflected as discontinued operations.
Six Months Ended March 31, 2003 Compared to Six Months Ended March 31, 2002
Parking revenues in the first half of fiscal year 2003 increased to
$297.1 million from $293.4 million in the first half of fiscal year 2002, an
increase of $3.7 million, or 1.3%. The increase primarily resulted from a $3.3
million increase in same-store revenues, which includes a $5.0 million increase
in New York region same-store revenues caused mainly by the effects of the
September 11, 2001 terrorist attacks on FY 2002 revenues and a $1.7 million
decrease in same-store revenues from all other locations, primarily due to
weather, and decreases in monthly parking activity due to the effects of the
general economic slowdown, the related increase in unemployment rates and the
effects of the weather. Additionally, the reflection of a full six months of
revenues in the current year period related to the Park One acquisition
increased revenues by $0.7 million.
Management contract revenues for the first half of fiscal 2003
increased to $59.9 million from $58.9 million in the same period of fiscal 2002,
an increase of $1.0 million or 1.7%. The increase is primarily due to an
increase in insurance charges.
Cost of parking in the first half of 2003 increased to $274.8 million
from $255.1 million in the first half of 2002, an increase of $19.7 million or
7.7%. This increase was attributable to an increase in rent and property expense
of $5.1 million, payroll and payroll related costs increases of $3.1 million,
snow removal costs of $2.5 million, insurance cost increases of $1.2 million,
increase in equipment expenses of $0.9 million, increase in supplies expense of
$0.7 million and other miscellaneous costs of parking of $6.2 million. Rent
expense as a percentage of parking revenues increased to 51.0% during the first
six months ended March 31, 2003, from 50.2% during the same period of 2002.
Payroll and benefit expenses were 19.5% of parking revenues during the second
quarter of fiscal 2003 as compared to 18.8% in the comparable prior year period.
Cost of parking as a percentage of parking revenues increased to 92.5% in the
first half of fiscal 2003 from 87.0% in the first half of fiscal 2002.
Cost of management contracts in the first half of fiscal 2003 increased
to $32.1 million from $25.3 million in the comparable period in 2002, an
increase of $6.8 million or 26.7%. The increase in cost was primarily caused by
an increase in insurance related items of $5.0 million including group insurance
and general liability insurance and an increase of $2.2 million in bad debt
expense, partially offset by $0.7 million decrease in other cost of management
contracts. This increase in the bad debt expense was attributed to the
deterioration in aging accounts, customers who have filed for bankruptcy and
balances being disputed by customers whose resolution is in litigation. Cost of
management contracts as a percentage of management contract revenue increased to
53.5% for the first half of fiscal 2003 from 43.0% for the same period in fiscal
2002, due to the increase in the aforementioned items.
Page 21 of 30
General and administrative expenses increased to $41.6 million for the
first six months of fiscal 2003 from $35.6 million in the first half of fiscal
2002, an increase of $6.0 million or 16.9%. This increase is due to an increase
in payroll and bonus expense of $2.5 million, an increase of $2.1 million in
legal and professional services, an increase of $0.9 million in rent expense,
and an increase of $0.6 million in supplies and postage for the first half of
fiscal 2003. General and administrative expenses as a percentage of total
revenues (excluding reimbursement of management contract expenses) increased to
11.6% for the first half of fiscal 2003 compared to 10.1% for the first half of
fiscal 2002.
Net property-related losses for the six months ended March 31, 2003 was
$2.5 million. The $2.5 million loss was comprised of impairments of contract
rights and deferred expenses related to six locations in New York which
management plans to continue to operate. Due to continued operating losses, the
Company revised its future projections which required the impairment charges.
The Company's property-related gains for the six months ended March 31, 2002,
were primarily comprised of a $4.6 million sale of property in Houston and the
$3.9 million sale of the Company's Civic partnership interest, offset by $1.6
million of impairment charges for condemned locations.
The Company adopted the provisions of SFAS No. 144 on October 1, 2002.
In addition to providing enhanced guidance on identifying and measuring
impairments of long-lived assets, SFAS No. 144 requires that the operating
results from a disposed parking facility be reflected as discontinued
operations. SFAS No. 144 also requires that gains, losses and impairments
resulting from the designation of a parking facility as held-for-sale or
disposal be reflected as discontinued operations. For the six months ended March
31, 2003, the Company disposed of nineteen locations, resulting in losses, net
of tax of $1.5 million, including $2.4 million in impairment and $2.3 million in
property related gains. Included in the six months ended March 31, 2003 is the
operations for the first and second quarter of fiscal 2003 for all discontinued
locations. The Company also reclassified to discontinued operations the March
31, 2002 comparitive amounts to include the six months activity of the locations
disposed of during the first quarter of fiscal 2003, as well as the thirteen
locations disposed of during the second quarter of fiscal 2003. These losses,
net of related income taxes, are reflected as discontinued operations.
Interest income decreased to $2.4 million for the first half of fiscal
2003 from $2.9 million in the first half of fiscal 2002, a decrease of $0.5
million, or 19.1%. The decrease in interest income was the result of lower
market interest rates.
Interest expense and dividends on Company-obligated mandatorily
redeemable convertible securities increased to $10.6 million for the first half
of fiscal 2003 from $9.0 million in the first half of fiscal 2002, an increase
of $1.6 million or 17.8%. The increase was due primarily to costs associated
with the refinancing of the 1999 Credit Facility. Deferred finance cost of $0.8
million and interest rate swap costs of $0.9 million were written of during the
second quarter. The Company also incurred waiver related fees of $0.4 million
that were included in interest expense. Additionally, the Company had 138,800
fewer convertible securities outstanding as of March 31, 2003 compared to March
31, 2002.
The weighted average balance outstanding for the Companies debt
obligations and convertible securities was $351.1 million during the first half
of 2003, at a weighted average interest rate of 5.58% compared to a weighted
average balance outstanding of $389.6 million and a weighted average rate of
4.63% during the same period of 2002. Deferred finance costs were included in
the calculation of the weighted average interest rate.
Gain on sale of non-operating assets was $3.2 million for the second
quarter of fiscal 2003. The gain is attributable to the sale of the corporate
airplane during the second quarter.
Income taxes decreased to $0.7 million for the first half of fiscal
2003 from $16.9 million in the first half Payments due by period of fiscal 2002,
a decrease of $16.2 million. The effective tax rate on earnings from continuing
operations for the first half of fiscal 2003 was 29.6% compared to 35.5% for the
first half of fiscal 2002.
The Company adopted the provisions of SFAS No. 144 on October 1, 2002.
In addition to providing enhanced guidance on identifying and measuring
impairments of long-lived assets, SFAS No. 144 requires that the operating
results from a disposal of a parking facility be reflected as discontinued
operations. SFAS No. 144 also requires that gains, losses and impairments
resulting from the designation of a parking facility as held-for-sale or
disposal be reflected as discontinued operations. For the six months ended March
31, 2003, the Company designated as held-for-sale or disposal, nineteen
locations, resulting in a loss from discontinuing operations of $1.5 million,
net of tax, including before tax amounts of $2.1 million in legal and
professional expenses which include amounts related to the settlement of the
Texas Gulf Bank lawsuit, $2.4 million in impairment and $2.3 million in property
related gains. Included in the six months ended March 31, 2003 is the results of
operations for the first and second quarter of fiscal 2003 for all discontinued
locations. The Company also reclassified the March 31, 2002 statement of
operations to include the six months activity of the locations disposed of
during the first quarter as well as the thirteen locations disposed of during
the second fiscal quarter. These losses, net of related income taxes, are
reflected as discontinued operations.
LIQUIDITY AND CAPITAL RESOURCES
Operating activities for the six months ended March 31, 2003 provided
net cash of $12.2 million, compared to $44.3 million of cash provided by
operating activities for the six months ended March 31, 2002. Net loss from
continuing operations of $0.8 million, depreciation and amortization of $17.1
million, deferred tax of $4.0 million and gain on sale of non operating assets
of $3.2 million, along with net increases in operating assets and net decreases
in operating liabilities totaling $0.8 million account for the majority of the
cash provided by operating activities during the first six months of fiscal
2003.
Page 22 of 30
Investing activities for the six months ended March 31, 2003 used net
cash of $18.5 million, compared to $18.2 million of net cash used in investing
activities for the same period in the prior year. Purchases of property,
equipment and leasehold improvements of $34.6 million and purchases of contract
and lease rights of $7.9 million, offset by proceeds from disposition of
property and equipment of $17.2 million and other investing activities of $6.7
million, accounted for the majority of the cash used by investing activities in
the first six months of fiscal 2003. Acquisitions of $18.0 million, purchases of
property, equipment, and leasehold improvements of $12.9 million and contract
rights and lease rights of $18.9 million, offset by proceeds of $13.9 million
from the disposition of property and equipment, and proceeds from sale of
investment in partnership of $17.6 million accounted for the majority of cash
used by investing activities during the first six months of fiscal 2002.
Financing activities for the six months ended March 31, 2003 provided
net cash of $11.1 million, compared to $26.7 million used in the same period in
the prior year. Principal repayments on revolving credit of $83.0 million,
principal repayments on notes payable and capital leases of $76.8 million,
payment to minority interest partners of $3.6 million and dividends paid of $1.1
million, offset by proceeds from issuance of notes payable of $175.0 million
comprised a majority of the cash provided by financing activities for the six
months ended March 31, 2003. Principal repayments on long-term debt of $27.9
million and the repurchase of mandatorily redeemable preferred securities of
$19.3 million, offset by net borrowings under the revolving credit agreement of
$23.5 million, and payment to minority interest partners of $3.6 million
comprised a majority of the cash used by financing activities during the six
months ended March 31, 2002.
On February 28, 2003, the Company entered into a credit facility (the
"Credit Facility") initially providing for an aggregate availability of up to
$350 million consisting of a five-year $175 million revolving credit facility
including a sub-limit of $60 million for standby letters of credit, and a $175
million seven-year term loan. The Credit Facility refinanced an existing credit
facility (the "1999 Credit Facility") which had an aggregate availability of up
to $400 million consisting of a $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 which required quarterly payments of $12.5 million. The 1999
Credit Facility bore interest at LIBOR plus a grid-based margin dependent upon
the Company achieving certain financial ratios. At the time of the refinancing,
the amount outstanding under the 1999 Credit Facility was $260.3 with a weighted
average interest rate of 2.96% and an aggregate availability of $2.2 million.
The Credit Facility is secured by ownership in certain subsidiaries, real
estate and personal property.
The Credit Facility bears interest at LIBOR plus a tier-based margin
dependent upon certain financial ratios. There are separate tiers for the
revolving credit facility and term loan. The weighted average margin as of March
31, 2003 was 2.98%. The amount outstanding under the Company's Credit Facility
was $238.5 million with a weighted average interest rate of 4.3% as of March 31,
2003. The term loan is required to be repaid in quarterly payments of $0.44
million through March 2008 and quarterly payments of $20.8 million from June
2008 through March 2010. The aggregate availability under the Credit Facility
was $72.5 million at March 31, 2003, which is net of $39.0 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
certain acquisition activity and limit the amount of dividends paid. The primary
ratios are a leverage ratio, senior leverage ratio and a fixed charge coverage
ratio. Quarterly compliance is calculated using a four quarter rolling
methodology and measured against certain targets. As of March 31, 2003, the
Company was in default due to non-compliance with both the leverage and senior
leverage ratios. A temporary waiver was obtained from the lenders for the
quarter ended March 31, 2003, subject to certain conditions. Pursuant to the
provisions of the Emerging Issues Task Force ("EITF") Issue No. 86-30,
Classification of Obligations When a Violation Is Waived by the Creditor, the
Company projected future compliance with the existing covenants and concluded
that non-compliance with the same covenants at the next quarterly measurement
date was probable. Accordingly, the outstanding balance of the Credit Facility
of $238.5 million was classified as a current liability at March 31, 2003.
The Company plans to seek an amendment of the Credit Facility prior to
August 15, 2003 as required by the temporary waiver obtained from its lenders.
The Company paid a fee of $0.4 million in connection with obtaining the waiver.
During the waiver period, interest rates will increase by 25 basis points the
total outstanding revolving loan balance shall not exceed $140,000,000, and net
cash proceeds from dispositions in excess of $2.5 million will be used to repay
loans. During the waiver period, the Company and its lenders will determine the
amendment modifications which are expected to include temporary or permanent
covenant and pricing modifications.
The failure of the Company to amend the existing Credit Facility
prior to August 15, 2003 would result in the Company being in default under the
terms of the Credit Facility. The Company's inability to secure an amendment of
the Credit Facility or other financing would have a material adverse impact on
the Company. Additionally, amendments to the Credit Facility are expected to
result in higher interest rates and expenses.
Page 23 of 30
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
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
The Company routinely makes capital expenditures to maintain or enhance
parking facilities under its control. The Company expects capital expenditures
for fiscal 2003 to be approximately $24 to $28 million, of which the Company has
spent $12.5 million during the first six months of fiscal 2003.
The following tables summarize the Company's total contracted
obligations and commercial commitments as of March 31, 2003 (amounts in
thousands)
Payments due by period
------------------------------------------------------------------
Less than 1-3 4-5 After 5
Total 1 Year Years Years Years
---------- -------- -------- -------- --------
Long-term debt(1) $ 270,604 $ 2,737 $ 17,682 $ 84,821 $165,361
Capital lease obligations 2,586 1,869 493 85 139
Convertible securities 78,085 -- -- -- 78,085
Operating leases 1,321,280 120,780 378,299 281,365 540,836
Other long-term obligations 14,250 14,250 -- -- --
---------- -------- -------- -------- --------
Total contractual cash obligations $1,686,802 $139,636 $396,474 $366,271 $784,421
========== ======== ======== ======== ========
Amount of commitment expiration per period
Less than 1-3 4-5 After 5
Total 1 Year Years Years Years
-------- ------- ------ ------ -------
Unused lines of credit $ 72,485 $ 1,750 $3,500 $3,500 $63,735
Stand-by letters of credit 39,091 37,545 1,546 -- --
Guarantees -- -- -- -- --
Other commercial commitments 2,702 2,702 -- -- --
-------- ------- ------ ------ -------
Total commercial commitments $114,278 $41,997 $5,046 $3,500 $63,735
======== ======= ====== ====== =======
(1) These amounts reflect the contractual maturities of the Company's long-term
debt as of March 31, 2003. The March 31, 2003 balance sheet reflects the
Company's Credit Facility as current due to a covenant violation as of that date
and the application of EITF Issue No. 86-30. See footnote 7 to the consolidated
financial statements for additional information.
Other commercial commitments include guaranteed minimum payments to
minority partners of certain partnerships.
SUBSEQUENT EVENTS
On May 5, 2003, the Company announced that William J. Vareschi, Jr.,
chief executive officer, acting chief financial officer and vice chairman,
resigned from his position with the Company. During the third quarter of 2003,
the Company will expense severance charges for Mr. Vareschi of approximately
$2,500,000 and restricted stock awards of $1,640,000. The Company's Board of
Directors named founder and chairman Monroe J. Carell, Jr., as chief executive
officer.
Page 24 of 30
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 March 31, 2003, the Company
had $238.5 million of variable rate debt outstanding under the Credit Facility
priced at LIBOR plus a weighted average 2.98%. Of this amount, $175 million of
the Credit Facility is payable in quarterly installments of $0.44 million and
$63.5 million in revolving credit loans are due in February 2008. The Company
anticipates paying the scheduled quarterly payments from operating cash flows.
The Company is required under the Credit Facility to enter into and
maintain interest rate protection agreements designed to limit the Company's
exposure to increases in interest rates. Prior to May 31, 2003, the Company must
enter into transactions for at least $87.5 million of the outstanding facility
balance.. As of March 31, 2003, the Company had not entered into any interest
rate protection agreements. Each of these derivative instruments will have terms
consistent with the terms of the Credit Facility and are anticipated to qualify
as cash flow hedges.
The weighted average interest rate on the Company's Credit Facility at
March 31, 2003 was 4.32%. An increase (decrease) in LIBOR of 1% would result in
an increase (decrease) of annual interest expense of $2.4 million based on the
Company's outstanding Credit Facility balance of $238.5 million at March 31,
2003.
In March 2000, a limited liability company, of which the Company is the
sole shareholder, purchased a parking structure for $19.6 million and financed
$13.3 million of the purchase price with a five-year note bearing interest at
one-month floating LIBOR plus 162.5 basis points. The Company entered into a
five-year LIBOR swap for this interest rate, yielding an effective interest cost
of 8.91% for the five-year period. The notional amount of the swap amortizes
payments on the related variable rate debt.
Foreign Currency Risk
The Company's exposure to foreign exchange risk is minimal. As of March
31, 2003, the Company has approximately GBP (0.4) million (USD (0.7) million) of
cash and cash equivalents denominated in British pounds, EUR 1.6 million (USD
1.7 million) denominated in euros, CAD 1.5 million (USD 1.0 million) denominated
in Canadian dollars, and USD 1.1 million denominated in various other foreign
currencies. The Company also has EUR 1.0 million (USD 1.1 million) of notes
payable denominated in euros at March 31, 2003. These notes bear interest at a
floating rate of 5.34% as of March 31, 2003, and require monthly principal and
interest payments through 2012. 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.
Based on the Company's overall currency rate exposure as of March 31, 2003,
management does not believe a near-term change in currency rates, based on
historical currency movements, would materially affect the Company's financial
statements.
ITEM 4. CONTROLS AND PROCEDURES
The Company's Chief Executive Officer and Chief Accounting Officer
evaluated the effectiveness of the Company's disclosure controls and procedures,
as defined in Exchange Act Rules 13a-14(c) and 15d-14(c), as of a date within 90
days of the filing date of this Form 10-Q. Based on this evaluation, they have
concluded that those disclosure controls and procedures were adequate, except
for the process of identifying and recording trade accounts payable. With
respect to this issue, the Company has established a process to capture and
record vendor invoices on a more timely basis and to estimate the liabilities
for vendor invoices not yet received. The Company believes that procedures
performed by the Company subsequent to quarter-end provide us with an adequate
basis to conclude the accuracy of this account.
Except as disclosed above, there have been no significant changes in
the Company's internal controls or in other factors that could significantly
affect these controls subsequent to the date of this evaluation.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company has reached tentative agreement to settle a lawsuit brought
by Texas Gulf Bank and other trustees and individuals on behalf of the owners of
an individual interest in an undeveloped city block in downtown Houston
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that was leased by a subsidiary of Allright, (which is a subsidiary of the
Company). The suit was filed in June 2001, in the 270th Judicial District Court
in Harris County, Texas. The plaintiffs in the suit alleged substantial
underpayment of percentage rent as a result of theft and fraud. The parties have
entered into a confidential, binding letter agreement, which is subject to the
execution of a definitive settlement agreement. Management has established an
accrual for the entire amount of the proposed settlement.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
2.1 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).
2.2 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).
2.3 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).
2.4 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).
4.2 (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
Page 26 of 30
Monroe Stadler Trust (Incorporated by reference to Exhibit 4.4 to
the Company's Registration Statement No. 333-66081 filed on
October 21, 1998).
4.2 (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).
4.2 (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)
4.3 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).
4.4 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).
4.5 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).
4.6 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 Revolving Credit Note dated November 1, 2002, by Suntrust Bank
and Central Parking Corporation. (Incorporated by reference to
Exhibit 10.1 on Form 10-Q filed on February 18, 2003).
10.2 Promissory Note dated January 8, 2003 by Bank of America, N.A.
and Central Parking Corporation. (Incorporated by reference to
Exhibit 10.2 on Form 10-Q filed on February 18, 2003).
10.3 Waiver Agreement dated May 14, 2003, by Bank of America, N.A.
and Central Parking Corporation (filed herewith).
10.4 Employment Agreement dated March 3, 2003, by William J.
Vareschi, Jr. and Central Parking Corporation (filed herewith).
99.1 Certification pursuant to 18 U.S.C. Section 1350 as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 --
Chief Executive Officer (filed herewith).
99.2 Certification pursuant to 18 U.S.C. Section 1350 as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 --
Chief Accounting Officer (filed herewith).
(b) Reports on Form 8-K
On March 4, 2003, the Company filed a current report on Form 8-K
announcing the completion of a new $350 million senior secured credit facility,
consisting of a $175 million, five-year revolving facility and a $175 million,
seven-year term loan.
Page 27 of 30
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned parties duly authorized.
CENTRAL PARKING CORPORATION
Date: May 15, 2003
By: /s/ MONROE J. CARELL, JR.
-------------------------------------
Monroe J. Carell, Jr.
Chairman and Chief Executive Officer
CENTRAL PARKING CORPORATION
Date: May 15, 2003
By: /s/ V. JEFFREY HEAVRIN
-------------------------------------
V. Jeffrey Heavrin
Chief Accounting Officer
Page 28 of 30
CERTIFICATION
I, Monroe J. Carell, Jr., certify that:
1. I have reviewed this quarterly report on Form 10-Q of Central Parking
Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: May 15, 2003 By: /s/ MONROE J. CARELL, JR.
----------------------------------
Monroe J. Carell, Jr.
Chairman and Chief Executive Officer
Page 29 of 30
CERTIFICATION
I, V. Jeffrey Heavrin, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Central Parking
Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: May 15, 2003 By: /s/ V. JEFFREY HEAVRIN
------------------------------
V. Jeffrey Heavrin
Chief Accounting Officer
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