<PAGE> 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarterly Period Ended September 30, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For The Transition Period From ____ to ____
Commission File Number 1-15629
IMPERIAL PARKING CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 31-1537375
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
601 West Cordova Street, Suite 300 V6B 1G1
Vancouver, BC Canada ----------
---------------------------------------- (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (604) 681-7311
--------------
-----------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last
report.
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 [ ]
The number of shares outstanding of each of the registrant's classes of common
stock, as of November 2, 2000 was 2,089,464.
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1
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INDEX
IMPERIAL PARKING CORPORATION
<TABLE>
<CAPTION>
<S> <C> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited) 1
Overview of Financial Statements.................................. 3
Consolidated balance sheets
--September 30, 2000 and December 31, 1999........................ 4
Consolidated and pro forma combined statements of operations
-- three and nine months ended September 30, 2000 and 1999........ 5
Consolidated statements of stockholders' equity
--nine months ended September 30, 2000............................ 7
Consolidated statements of cash flows
-- nine months ended September 30, 2000 and 1999.................. 8
Notes to consolidated financial statements........................ 9
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations............................... 15
Item 3. Quantitative and Qualitative Disclosure about Market Risk......... 20
PART II. OTHER INFORMATION
Item 1. Legal Proceedings................................................. 20
Item 4. Submission of Matters to a Vote of Security Holders............... 20
Item 6. Exhibits and Reports on Form 8-K.................................. 20
Signatures
</TABLE>
------------
1 for an explanation of the basis of presentation in the financial statements
refer to the Notes to the consolidated financial statements.
2
<PAGE> 3
IMPERIAL PARKING CORPORATION
Overview of Financial Statements
Imperial Parking Corporation (Impark) is the corporation which resulted from the
combination of the Canadian parking assets and operations of First Union Real
Estate Equity and Mortgage Investments (First Union) and the parking related
business of First Union Management, Inc. (FUMI).
The businesses combined into Impark are referred to for periods prior to the
combination as follows:
FUR Parking Business. The FUR Parking Business, constituting the parking
assets and operations of First Union, consisted primarily of 15 owned
parking properties in Canada. Since April 1997 subsidiaries of First Union
have operated this business, including leasing the properties to FUMI for
operations and management.
FUMI Parking Business. The FUMI Parking Business consisted of the parking
services and related ancillary activities that have been continued into
Impark. Since April 1997 subsidiaries of FUMI have carried on these
activities. The continuing operations of FUMI's indirect subsidiaries,
Imperial Parking Limited and Impark Services Ltd., consisted of operating
and managing parking facilities in Canada and the United States and
carrying on other parking related activities.
The combination resulting in Impark was completed on March 27, 2000 following a
series of transactions pursuant to a detailed plan of organization. The final
step of the series of transactions was the distribution by First Union of
substantially all of the outstanding shares of common stock to the shareholders
of First Union. For further information regarding this detailed plan of
organization and distribution of common stock, of Impark, refer to the
Information Statement on Form 10 dated March 27, 2000.
The unaudited consolidated balance sheet of Impark at September 30, 2000
reflects the combination of the businesses described above. This business
combination has been accounted for by the purchase method with the FUR Parking
Business identified as the acquirer. The business combination has been
recognized with effect from the close of business on March 31, 2000. Additional
information is provided in note 2 to the unaudited consolidated financial
statements.
The unaudited consolidated statements of operations present the results of
operations for the three and nine months ended September 30, 2000 and 1999 for
Impark, including in its predecessor form as the FUR Parking Business. The
unaudited pro forma combined statements of operations present the results for
Impark combined with the FUMI parking related business, as further described in
note 1 (b). The operations of the acquired business, the FUMI Parking Business,
have been presented separately in the acquisition note, Note 2 to these
financial statements.
3
<PAGE> 4
IMPERIAL PARKING CORPORATION
Consolidated Balance Sheets
Dollar amounts in thousands
<TABLE>
<CAPTION>
DECEMBER 31 SEPTEMBER 30
1999 2000
----------- -------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash $ 1,984 $13,033
Accounts receivable 30 3,282
Receivables from related parties 1,717 --
Inventory -- 867
Deposits and prepaid expenses -- 875
Current portion of deferred costs -- 1,032
------- -------
Total current assets 3,731 19,089
Deferred costs -- 4,934
Notes receivable from related parties 17,330 --
Fixed assets 8,721 14,074
Management and lease agreements -- 556
Other assets 331 2,912
Goodwill -- 42,697
------- -------
$30,113 $84,262
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Trade accounts payable and other accrued liabilities $ 254 $ 8,175
Rents payable -- 8,241
Deferred revenue -- 1,878
Payable to First Union Management, Inc. a related party 403 --
------- -------
Total current liabilities 657 18,294
Note payable to First Union Real Estate Equity and
Mortgage Investments, parent company 28,061 --
Other liabilities 24 913
------- -------
Total liabilities 28,742 19,207
Stockholders' equity:
Common stock, $.01 par value; 10,000,000 shares
authorized 2,089,464 shares issued and outstanding -- 21
Additional paid-in capital 17,017 64,051
Retained earnings (deficit) (14,984) 1,485
Accumulated other comprehensive income (loss)
Foreign currency translation adjustment (662) (502)
------- -------
Total stockholders' equity 1,371 65,055
------- -------
$30,113 $84,262
======= =======
</TABLE>
4
<PAGE> 5
IMPERIAL PARKING CORPORATION
Consolidated and Pro Forma Combined Statements of Operations
(Unaudited)
Dollar amounts in thousands, except earnings per share
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30
IMPARK PRO FORMA
(NOTE 1 (b))
1999 2000 1999
------ ------- -------
<S> <C> <C> <C>
Revenues 144 $18,529 $14,434
Direct costs -- 13,796 10,451
----- ------- -------
Gross margin 144 4,733 3,983
Other operating expenses:
General and administrative 2 3,026 2,815
Depreciation and amortization 11 1,204 812
----- ------- -------
Total other operating expenses 13 4,230 3,627
----- ------- -------
Operating income (loss) 131 503 356
Other income (expenses):
Interest income 1,026 222 --
Interest expense (778) -- --
Other -- -- (12)
----- ------- -------
Other income, net 248 222 (12)
----- ------- -------
Income before income taxes 379 725 344
Income tax expense (11) 151 56
----- ------- -------
Net income $ 390 $ 574 $ 288
===== ======= =======
Earnings per share:
Basic and diluted $0.18 $ 0.27 $ 0.13
===== ======= =======
</TABLE>
5
<PAGE> 6
IMPERIAL PARKING CORPORATION
Consolidated and Pro Forma Combined Statements of Operations
(Unaudited)
Dollar amounts in thousands, except earnings per share
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30
IMPARK PRO FORMA
(NOTE 1 (b))
1999 2000 1999 2000
------ ------- ------- -------
<S> <C> <C> <C> <C>
Revenues $ 432 $36,517 $43,834 $51,021
Direct costs -- 26,962 32,819 37,832
------ ------- ------- -------
Gross margin 432 9,555 11,015 13,189
Other operating expenses:
General and administrative 1 5,923 6,855 8,590
Depreciation and amortization 33 2,414 3,942 3,465
------ ------- ------- -------
Total other operating expenses 34 8,337 10,797 12,055
------ ------- ------- -------
Operating income (loss) 398 1,218 218 1,134
Other income (expenses):
Interest income 2,992 1,574 -- 539
Interest expense (2,236) (786) -- --
Other -- -- (115) --
------ ------- ------- -------
Other income (expense), net 756 788 (115) 539
------ ------- ------- -------
Income before income taxes 1,154 2,006 103 1,673
Income tax expense (11) 245 174 306
------ ------- -------- -------
Net income $1,165 $ 1,761 $ (71) $ 1,367
====== ======= ======== =======
Earnings per share:
Basic and diluted $ 0.55 $ 0.83 $ (0.03) $ 0.65
====== ======== ======== =======
</TABLE>
6
<PAGE> 7
IMPERIAL PARKING CORPORATION
Consolidated Statement of Stockholders' Equity
(Unaudited)
<TABLE>
<CAPTION>
Foreign
Common stock Additional Retained currency
-------------------- paid-in earnings translation Comprehensive
Dollar amounts in thousands Number Amount capital (deficit) adjustment Total income
---------- ------- ----------- --------- ----------- ------ -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, Impark (as FUR Parking
Business), December 31, 1999 -- $-- $17,017 $(14,984) $(662) $ 1,371
Contributions by First Union:
To repay outstanding credit facility -- -- 26,369 -- -- 26,369
Interest in limited liability company -- -- 3,413 -- -- 3,413
Cash for working capital and to fund
future costs of limited
liability company -- -- 5,879 -- -- 5,879
In settlement of obligations to
related parties -- -- 8,020 -- -- 8,020
To acquire net assets of FUMI parking
related business -- -- 18,604 -- -- 18,604
Net earnings for the period -- -- -- 1,761 -- 1,761 $1,761
Foreign currency translation adjustment
in period -- -- -- -- 160 160 160
Capitalization of Impark, par value
of $0.01 per share 2,121,318 21 (14,708) 14,708 -- 21
Shares issued to directors 6,444 -- 114 -- -- 114
Purchase of fractional shares -- -- (24) -- -- (24)
Shares repurchased (38,298) -- (633) -- -- (633)
--------- --- ------- -------- ----- -------
Total stockholder's equity at
September 30, 2000 2,089,464 $21 $64,051 $ 1,485 $(502) $65,055
========= === ======= ======== ===== ======= ------
Comprehensive income $1,921
------
</TABLE>
7
<PAGE> 8
IMPERIAL PARKING CORPORATION
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
Dollar amounts in thousands NINE MONTHS ENDED SEPTEMBER 30
------------------------------
1999 2000
------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 1,165 $ 1,761
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization 33 2,414
Amortization of deferred costs -- 478
Interest income capitalized (1,977) (697)
Shares issued for non-cash consideration -- 114
Changes in non-cash working capital items, excluding
acquisitions:
Accounts receivable -- (444)
Inventory -- 14
Deposits and prepaid expenses -- (215)
Trade accounts payable and accrued liabilities -- (1,772)
Rents payable -- 992
Deferred revenue -- (4,044)
Interest receivable on notes receivable from related parties (482) 8
Rents receivable from related parties (433) (127)
Accrued interest added to note payable to First Union 2,236 786
Income and withholding taxes payable (267) (310)
-------- --------
Net cash provided by (used in) operating activities 275 (1,042)
-------- --------
Cash flows from investing activities:
Purchase of fixed assets -- (711)
Acquisition of minority interests in FUMI parking related business -- (453)
Repayment of outstanding credit facilities -- (26,369)
Cash position of business acquired -- 8,123
Acquisition of parking business -- (1,219)
Change in other assets -- 1,492
Change in deferred costs -- (409)
-------- --------
Net cash used in investing activities -- (19,546)
-------- --------
Cash flows from financing activities:
Cash contributions, including $26,369 to repay assumed -- 32,701
outstanding credit facilities
Purchase of common shares -- (657)
Change in other liabilities -- (93)
-------- --------
Net cash provided by financing activities -- 31,951
-------- --------
Effect of exchange rate changes on cash 45 (314)
-------- --------
Increase in cash 320 11,049
Cash, beginning of period 1,128 1,984
-------- --------
Cash, end of period $ 1,448 $ 13,033
======== ========
Supplementary information:
Interest paid -- --
Income taxes paid $ -- $ 400
Outstanding credit facilities assumed from FUMI parking related business -- 26,369
</TABLE>
8
<PAGE> 9
IMPERIAL PARKING CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A summary of the significant accounting policies applied in the preparation of
the accompanying consolidated financial statements follows:
(a) Organization and Basis of Presentation
Imperial Parking Corporation ("Impark") is the corporation which resulted
from the combination of the Canadian parking facilities of First Union Real
Estate Equity and Mortgage Investments (the "FUR Parking Business) and the
parking related businesses of FUMI (the "FUMI Parking Business"). We have
set out below a brief description of the operations of each business being
combined.
FUR Parking Business - The FUR Parking Business, constituting the parking
assets and operations of First Union, consisted primarily of 15 owned
parking properties in Canada. Since April 1997 subsidiaries of First Union
have operated this business, including leasing the properties to FUMI for
operations and management.
FUMI Parking Business - The FUMI Parking Business consisted of the parking
services and related ancillary activities that have been continued into
Impark. Since April 1997 subsidiaries of FUMI have carried on these
activities. The continuing operations of FUMI's indirect subsidiaries,
Imperial Parking Limited and Impark Services Ltd., consisted of operating
and managing parking facilities in Canada and the United States and
carrying on other parking related activities.
The accompanying unaudited consolidated financial statements reflect
Impark's acquisition of the FUMI Parking Business which has been accounted
for with effect from the close of business on March 31, 2000.
(b) Pro forma
The pro forma statements of operations have been compiled from financial
information in the:
(a) unaudited combined financial statements of Impark, including its
predecessor the FUR Parking Business, for the nine months ended
September 30, 1999 and 2000;
9
<PAGE> 10
(b) unaudited combined financial statements of the FUMI Parking Business
for the nine months ended September 30, 1999 and 2000,
(c) the additional information presented below.
The pro forma combined statement of operations reflects the
combination of Impark and the FUMI Parking Business with effect from
January 1, 1999 and the following transactions:
(i) the elimination of inter-entity lease fees and interest costs;
(ii) the elimination of an asset management fee earned by the FUMI
Parking Business during the period January 1, 1999 to March 31,
2000 for managing the United States parking properties of First
Union. The fee agreement was cancelled on the acquisition of the
FUMI Parking Business; and
(iii) the elimination of interest expense on long-term debt repaid and
the note payable capitalized on the acquisition of the FUMI
Parking Business.
For purposes of the pro forma combined statements of operations, no
adjustments have been made for interest on additional cash balances.
These pro forma combined statements of operations are not necessarily
indicative of the results of operations that would have been achieved had
the transactions actually taken place at the dates indicated and do not
purport to be indicative of the effects that may be expected to occur in
the future.
(c) Unaudited interim financial information:
The accompanying unaudited consolidated financial statements of Impark have
been prepared in accordance with generally accepted accounting principles
and with the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for a complete set of
financial statements. In the opinion of management, all adjustments
(consisting solely of normal recurring adjustments) considered necessary
for a fair presentation of the financial position and operating results
presented have been included. All significant inter-company transactions
and balances have been eliminated in consolidation. Operating results for
the three and nine months ended September 30, 2000 are not necessarily
indicative of the results that may be expected for the fiscal year ending
December 31, 2000.
(d) Revenue recognition:
Parking revenues consist of the parking revenues from owned and leased
locations. Management contract revenues represent revenues (both fixed fees
and additional payment based upon parking revenues) from facilities managed
for other parties. Parking and management contract revenues are recognized
when earned in accordance with the applicable agreement. Deferred revenue
primarily represents revenue received in advance of its due date.
(e) Fixed assets:
Fixed assets are recorded at cost. Depreciation is provided principally on
a declining-balance basis over a period of three to five years for
furniture, fixtures and equipment, and over thirty to forty years for
buildings. Leasehold improvements are amortized over the remaining base
lease term or the estimated useful life of the asset, whichever is shorter.
10
<PAGE> 11
(f) Goodwill:
Goodwill, which represents the excess of purchase price over fair value of
net assets acquired, is amortized on a straight-line basis over 20 years.
Impark assesses the recoverability of this intangible asset by determining
whether the amortization of the goodwill balance over its remaining life
can be recovered through undiscounted future operating cash flows of the
acquired operation. The amount of goodwill impairment, if any, is measured
based on projected discounted future operating cash flows using a discount
rate reflecting Impark's average cost of funds. The assessment of the
recoverability of goodwill will be impacted if estimated future operating
cash flows are not achieved.
(g) Income taxes:
Income taxes are accounted for under the asset and liability method.
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to (i) differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases and (ii) operating loss and tax credit carry forwards.
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 effect on deferred
tax assets and liabilities of a change in tax rates is recognized in income
in the period that includes the enactment date.
(h) Foreign Currency Translation:
The functional currency of Impark's operations in the United States is the
United States dollar. For facilities and operations located in Canada, the
functional currency is the Canadian dollar.
The assets and liabilities of the Canadian operations are translated into
United States dollars at exchange rates in effect at the balance sheet
date. Revenue and expense items are translated at the rates of exchange
prevailing during the period. The gains or losses resulting from these
translations are excluded from the determination of income and included in
the separate foreign currency translation account within stockholders'
equity. Other exchange gains and losses are included in the determination
of income.
2. ACQUISITION
On March 27, 2000 Impark was formed through a series of transactions involving
the combination of the FUR Parking Business and the FUMI Parking Business. For
accounting purposes the FUR Parking Business has been treated as acquiring the
FUMI Parking Business with effect from the close of business on March 31, 2000
and has accounted for the acquisition using the purchase method. The fair value
of the assets acquired and liabilities assumed of the FUMI Parking Business were
as follows:
<TABLE>
<S> <C>
Working capital deficit $(10,281)
Other assets and liabilities, net 6,276
Fixed assets 5,659
Management and lease agreements 763
Goodwill 42,556
--------
44,973
Less indebtedness (26,369)
--------
$ 18,604
========
</TABLE>
Included in the working capital deficit is $8,123 of cash of the FUMI
Parking Business
Impark has consolidated the results of operations of the acquired FUMI Parking
Business from April 1, 2000. However, pro forma results have been disclosed in
the accompanying financial statements for the three months
11
<PAGE> 12
ended September 30, 1999 and the nine months ended September 30, 1999 and 2000
as if the acquisition were effective at the beginning of those periods.
The results of the FUMI Parking Business for the three and nine months ended
September 30, 1999 and the three months ended March 31, 2000, which have been
included in the pro forma results, are summarized as follows:
<TABLE>
<CAPTION>
SEPTEMBER 30, 1999 MARCH 31, 2000
--------------------- --------------
3 MONTHS 9 MONTHS 3 MONTHS (2)
-------- -------- --------------
<S> <C> <C> <C>
Revenue $14,704 $44,644 $14,901
Direct costs 10,595 33,251 10,997
------- ------- -------
Gross margin 4,109 11,393 3,904
General and administrative expenses 2,813 6,854 2,667
Depreciation 801 3,909 1,051
------- ------- -------
Operating income (loss) 495 630 186
Other expense 1,659 4,711 1,507
------- ------- -------
Income (loss) from continuing operations $(1,164) $(4,081) $(1,321)
======= ======= =======
</TABLE>
In preparing the pro forma statements of operations the results of the FUR
Parking Business and the FUMI Business were combined and the following
transactions eliminated:
<TABLE>
<CAPTION>
SEPTEMBER 30, 1999 MARCH 31, 2000
---------------------- --------------
3 MONTHS 9 MONTHS 3 MONTHS (2)
-------- -------- ------------
<S> <C> <C> <C>
Revenue
Inter-entity lease fees $ 144 $ 432 $ 127
Asset management fee 270 810 270
Direct cost
Inter-entity lease fees 144 432 127
Interest expense (income)
Inter-entity interest income (1,026) (2,992) (1,035)
Inter-entity interest expense 1,026 2,992 1,035
Interest expense on note payable capitalized 778 2,236 786
Interest expense on long-term debt 554 1,419 411
</TABLE>
3. STOCKHOLDERS' EQUITY
In June 2000, the Board of Directors approved a voluntary Odd-Lot Tender
program, whereby shareholders, on closing at June 13, 2000, owning less than 100
shares, could sell their shares of common stock at $16.00 without incurring
brokerage commissions.
The program closed on July 27, 2000 with 795 shareholders tendering 38,298
shares at a cost of $632,901, including expenses.
---------------
(2) figures are for the period from January 1, 2000 to March 31, 2000. Results
from April 1, 2000 onwards have been consolidated within Impark.
12
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4. EARNINGS PER SHARE
Basic earnings per share is computed by dividing income available to common
shareholders by the weighted-average number of common shares outstanding for the
period. The weighted average number of shares outstanding gives retroactive
effect to the shares issued on the formation of Impark. Diluted earnings per
share reflects the potential dilution that could occur if securities or other
contracts to issue common stock were exercised or converted into common stock or
resulted in the issuance of common stock, or if restricted shares of common
stock were to become fully vested, that then shared in the earnings of the
entity.
The following tables set forth the computation of basic and diluted earnings per
share:
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30
-------------------------------------------------------------------------
1999 2000
----------------------------------- ----------------------------------
INCOME COMMON PER SHARE INCOME COMMON PER SHARE
AVAILABLE SHARES AMOUNT AVAILABLE SHARES AMOUNT
($000'S) (000'S) ($000'S) (000'S)
--------- ------- --------- --------- ------- ---------
<S> <C> <C> <C> <C> <C> <C>
Basic and diluted earnings per share
Net income $390 2,128 $0.18 $574 2,102 $0.27
Basic and diluted pro forma earnings per share
Pro forma income from continuing operations $286 2,128 $0.13 n/a n/a n/a
</TABLE>
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30
-------------------------------------------------------------------------
1999 2000
----------------------------------- ----------------------------------
INCOME COMMON PER SHARE INCOME COMMON PER SHARE
AVAILABLE SHARES AMOUNT AVAILABLE SHARES AMOUNT
($000'S) (000'S) ($000'S) (000'S)
--------- ------- --------- --------- ------- ---------
<S> <C> <C> <C> <C> <C> <C>
Basic and diluted earnings per share
Net income $1,165 2,128 $ 0.55 $1,761 2,119 $0.83
Basic and diluted pro forma earnings per share
Pro forma income from continuing operations $ (71) 2,128 $(0.03) $1,367 2,119 $0.65
</TABLE>
13
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5. STOCK OPTIONS
In March 2000, the board of directors approved the 2000 Stock Incentive
Plan (the "Plan") prior to filing its Registration Statement on Form 10 to
distribute common stock. A total of 315,000 shares were reserved for issuance
under the Plan.
To date, the board of directors have approved the grant to certain directors,
officers and senior employees of incentive stock options pursuant to the Plan
which, if all exercised, would result in the issuance of 243,902 shares in the
common stock of the Company. The grant of these options is subject to approval
at the Annual General Meeting of stockholders scheduled for Spring 2001 and will
only be recognized as granted for accounting purposes when such approval is
received.
6. BUSINESS SEGMENTS
Senior management of the Company reviews the revenue and overall results of
operations by geographic regions. The following table summarizes the pro forma
revenue, operating result and assets for these geographic regions.
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30
----------------------------------------------------------------------------------
1999 2000(3)
------------------------------------ ---------------------------------------
CANADA U.S. ASIA TOTAL CANADA U.S. ASIA TOTAL
------ ---- ---- ----- ------ ---- ---- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenue $12,382 $1,607 $445 $14,434 $12,814 $ 5,715 - $18,529
Depreciation and
amortization 771 34 7 812 1,084 120 - 1,204
Operating income 264 90 2 356 236 267 - 503
Income taxes 51 5 - 56 85 66 - 151
Total assets 47,061 - - 47,061 69,169 15,093 - 84,262
</TABLE>
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30
----------------------------------------------------------------------------------
1999 2000
------------------------------------ ---------------------------------------
CANADA U.S. ASIA TOTAL CANADA U.S. ASIA TOTAL
------ ---- ---- ----- ------ ---- ---- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenue $37,187 $4,905 $1,742 $43,834 $37,775 $13,246 - $51,021
Depreciation and
amortization 3,814 102 26 3,942 3,165 300 - 3,465
Operating income 198 3 17 218 713 421 - 1,134
Income taxes 156 18 - 174 225 81 - 306
Total assets 47,061 - - 47,061 69,169 15,093 - 84,262
</TABLE>
7. SUBSEQUENT EVENT
In October 2000, the board of directors authorized $1,000,000 for the
repurchase of the Company's outstanding common stock. Under the buy-back
authorization, the Company may purchase shares from time to time on the open
market or in privately negotiated transactions, depending upon market and other
considerations.
-----------
(3) operating results for the three months ended September 30, 2000 are actual
results.
14
<PAGE> 15
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. Forward-looking statements include, but
are not limited to, discussions regarding the Company's operating strategy,
growth strategy, acquisition strategy, cost savings initiatives, industry,
economic conditions, financial condition, liquidity and capital resources and
results of operations. Such statements include, but are not limited to,
statements preceded by, followed by or that otherwise include the words
"believes," "expects," "anticipates," "intends," "estimates" or similar
expressions. For those statements, the Company claims the protection of the safe
harbor for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995.
The following important factors, in addition to those discussed elsewhere
in this report, and the documents which are incorporated herein by reference,
could affect the future financial results of the Company and could cause actual
results to differ materially from those expressed in forward-looking statements
contained or incorporated by reference in this document:
- successfully integrating past and future acquisitions in light of
challenges in retaining key employees, synchronizing business processes and
efficiently integrating facilities, marketing, and operations;
- successful implementation of the Company's operating and growth strategy,
including possible strategic acquisitions;
- fluctuations in quarterly operating results caused by a variety of factors
including the timing of gains on sales of owned facilities, pre-opening
costs, changes in the Company's cost of borrowing, effect of weather on
travel and transportation patterns, player strikes or other events
affecting major league sports and local, national and international
economic conditions;
- the ability of the Company to form and maintain its strategic relationships
with certain large real estate owners and operators;
- global and/or regional economic factors;
- compliance with laws and regulations, including, without limitation,
environmental, antitrust and consumer protection laws and regulations at
the federal, state, local and international levels.
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OVERVIEW
On March 27, 2000 Impark completed a series of transactions which resulted
in the combination of the Canadian parking facilities of First Union and the
parking and ancillary services of the FUMI Parking Business. The following
discussion reviews the operating results of the combined businesses on a pro
forma basis as if the combination had been in place for the entire periods being
compared.
The Company operates parking facilities under three types of arrangements:
leases, fee ownership and management contracts. Revenues consist of parking
revenues from leased and owned facilities, and revenues earned in accordance
with the terms of management contracts. Direct costs relate typically to leased
and owned facilities and include rent, payroll and related benefits,
maintenance, insurance, and general operating expenses. Direct costs also
include expenses associated with management contracts that are not recoverable
from the property owner.
Pro forma revenues from leased facilities amounted to $16.0 million and
$12.3 million for the three months ended September 30, 2000 and 1999,
respectively, and $43.4 million and $36.7 million for the nine months ended
September 30, 2000 and 1999, respectively. Pro forma revenues from leased
facilities as a percentage of total revenue were 86.5% and 85.4% for the third
quarter of fiscal 2000 and 1999, respectively, and 84.9% and 83.8% for the nine
months ended September 30, 2000 and 1999, respectively. Leases generally provide
for a contractually established payment to the facility owner, which is a fixed
annual amount, a percentage of gross revenues, or a combination thereof. As a
result, Impark's revenues and profits from its lease arrangements are dependent
upon the performance of the facility. Leased facilities usually require a longer
commitment and a larger capital investment by Impark than managed facilities,
but generally provide a more stable source of revenue and a greater opportunity
for long-term revenue growth. Under its leases, the Company is typically
responsible for all facets of the parking operations, except for structural,
mechanical, and electrical maintenance and repairs, and property taxes. Lease
arrangements are typically for terms of three to ten years, with renewal
options.
Pro forma revenues from owned properties amounted to $0.4 million for each
of the three months ended September 30, 2000 and 1999, and $1.2 million for each
of the nine months ended September 30, 2000 and 1999. Revenues from owned
facilities accounted for 2.2% and 2.8% of total revenues for the three months
ended September 30, 2000 and 1999, respectively, and 2.3% and 2.7% of total
revenue for the nine months ended September 30, 2000 and 1999, respectively.
Ownership of parking facilities, either independently or through joint ventures,
typically requires a larger capital investment than managed or leased facilities
but provides maximum control over the operation of the parking facility and the
greatest profit potential of the three types of operating arrangements. As the
owner, all changes in owned facility revenue and expense flow directly to the
Company. Additionally, the Company has the potential to realize benefits of
appreciation in the value of the underlying real estate if the property is sold.
Impark assumes complete responsibility for all aspects of the property,
including all structural, mechanical, and electrical maintenance and repairs and
property taxes.
Pro forma management contract revenues amounted to $2.1 million and $1.7
million for the three months ended September 30, 2000 and 1999, respectively and
$6.5 million and $5.9 million for the nine months ended September 30, 2000 and
1999, respectively. Revenues from managed facilities accounted for 11.4% and
11.8% of total revenue for the three months ended September 30, 2000 and 1999,
respectively and 12.7% and 13.5% for the nine months ended September 30, 2000
and 1999, respectively. Management contract revenues consist of management fees
(both fixed and percentage of revenues). The Company's responsibilities under a
management contract can include hiring, training, and staffing parking
personnel, and providing collections, accounting, record keeping, insurance, and
facility marketing services. Generally, Impark is not responsible under its
management contracts for structural, mechanical, and electrical maintenance and
repairs, or for providing security or guard services or for paying property
taxes. The typical management contract is for a term of one to three years and
generally is renewable for successive one-year terms, but is cancelable by the
property owner on short notice.
As of September 30, 2000, Impark leased 503 parking facilities, owned 15
parking facilities and operated 904 parking facilities through management
contracts.
THREE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 1999
Revenues from leased and owned facilities for the third quarter of fiscal
2000 increased to $16.4 million from $12.7 million in the third quarter of
fiscal 1999, an increase of $3.7 million, or 29.1%. The increase is
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primarily a result of starting full operations in San Francisco in April 2000,
including parking around the Pacific Bell baseball stadium, which contributed
$2.4 million of lease revenues for the third quarter of 2000. The Company also
converted a significant parkade in the urban mid-west U.S. in December 1999 from
a management contract to a lease which generated $0.4 million of lease revenue.
In April 2000 ten lease facilities were acquired as part of the acquisition of
the business of E-Z Park Company, Ltd., LLC ("E-Z Park"), a private operator in
Cincinnati, Ohio. These facilities plus subsequent organic growth in Cincinnati
contributed $0.6 million for the three months ended September 30, 2000.
Offsetting these increases was the sale in 1999 of the Asian division which
contributed $0.4 million of lease revenues. The remaining $0.5 million of the
increase was attributed to parking rate increases and organic growth. We do not
expect to see the same factor for any increase over 1999 in lease revenue for
the fourth quarter of 2000 as the San Francisco Giants baseball season ended in
early October.
Management contract revenues for the third quarter of fiscal 2000 increased
to $2.1 million from $1.7 million in the same period of fiscal 1999, an increase
of $0.4 million or 23.5%. The increase is attributed to increased management
fees on existing locations.
Pro forma direct costs in the third quarter of 2000 increased to $13.8
million from $10.5 million in the third quarter of 1999, an increase of $3.3
million or 31.4%. This increase was attributable to the increase in rent expense
associated with the start of parking operations at Pacific Bell Stadium, the
acquisition of E-Z Park and the conversion to a lease of the urban mid-west U.S.
parkade. Rent expense increased $2.5 million or 34.2% from $7.3 million for the
third quarter of 1999 to $9.8 million for the third quarter of 2000. Rent as a
percentage of revenues, excluding revenue from Robbins and Asia, increased from
52.1% for the third quarter of 1999 to 53.0% for the third quarter of 2000.
Offsetting this increase in direct costs was the sale in 1999 of the Asian
division which incurred $0.4 million of direct costs in the third quarter of
1999. An increase of $1.2 million in other operating expenses associated with
the increase in lease revenue accounted for the remaining change in direct costs
for the third quarter. Direct costs as a percentage of revenues increased to
74.6% in the third quarter of fiscal 2000 from 72.9% in the third quarter of
fiscal 1999. We expect that direct costs as a percentage of revenue in the
fourth quarter of 2000 will increase due to the fixed nature of rental payments
related to the parking around Pacific Bell Stadium and as a result of typically
lower margins in the fourth quarter which has lower revenues and higher
operating costs due to winter conditions.
Pro forma general and administrative expenses increased from $2.8 million
for the third quarter of fiscal 1999 to $3.0 million for the third quarter of
fiscal 2000. The increase was due to the cost of developing the infrastructure
required for the expanding U.S. operations and costs related to being a public
company. General and administrative expenses as a percentage of pro forma total
revenues decreased to 16.2% for the third fiscal quarter 2000 compared to 19.4%
for the third quarter of fiscal 1999. This decrease is due to the effect of
spreading general and administrative expenses over a greater revenue base.
Depreciation and amortization for the third quarter of fiscal 2000
increased to $1.2 million from $0.8 million in fiscal third quarter 1999, an
increase of $0.4 million or 50.0%, as a result of starting to amortize the cost
of the E-Z Park acquisition and certain development costs capitalized as part of
the San Francisco Giants project.
Interest income of $0.2 million was earned on cash balances and other
investments during the third quarter of fiscal 2000. No such income was
reflected in the pro forma results for 1999 (see note 1 (b) to the financial
statements).
Income tax expense includes provision only for large corporations capital
tax in Canada and income taxes on operating profits in the U.S. Provision has
not been made for income taxes on operating profits in Canada pending resolution
of the tax effect of the acquisition of the FUMI Parking Business by Impark. We
expect that this will result in a change in the allocation of the purchase price
to create a deferred tax asset and reduce goodwill. We anticipate that our tax
position will be quantified in the fourth quarter of fiscal 2000.
Pro forma net earnings from continuing operations for the third quarter of
2000 was $0.6 million - an increase of $0.3 million from third quarter earnings
in 1999 of $0.3 million. This increase is primarily due to
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increased gross margin of $0.7 million, and increased other income of $0.2
million offset by higher other operating expenses of $0.6 million.
NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
1999
Pro forma revenues from leased and owned facilities for the first nine
months of fiscal 2000 increased to $44.6 million from $37.9 million in the first
nine months of fiscal 1999, an increase of $6.7 million, or 17.7%. The increase
is primarily a result of commencing operations in San Francisco in February
2000, and specifically the opening of the Pacific Bell baseball stadium in April
2000, which contributed $5.0 million in lease revenue. The acquisition in April
2000 of ten leased facilities on the purchase of E-Z Park and subsequent organic
growth in Cincinnati, also generated $0.9 million of additional lease revenue in
the first nine months of 2000. A further $1.2 million of additional lease
revenue was generated in the first nine months of 2000 from converting a
significant urban mid-west U.S. parkade in December 1999 from a management
contract to a lease. These increases were offset by the sale in 1999 of the
Robbins Parking and Asian divisions which contributed $2.0 million of lease
revenue in the first nine months of 1999. As the majority of revenue earned in
San Francisco relates to the baseball season which ends in October, we do not
expect to experience the same growth as the nine month period when comparing a
full year for fiscal 2000 against fiscal 1999.
Management contract revenues for the first nine months of fiscal 2000
increased to $6.5 million from $5.9 million in the same period of fiscal 1999,
an increase of $0.6 million or 10.2%. The increase is attributed to organic
growth and increased management fees on existing locations of $0.9 million
offset by the sale in 1999 of the Robbins Parking and Asian operations which
generated $0.3 million of management contract revenue in the first nine months
of 1999.
Pro forma direct costs in the first nine months of 2000 increased to $37.8
million from $32.8 million in the first nine months of 2000, an increase of $5.0
million or 15.2%. This increase was attributable to higher rent expense from the
start of operations in San Francisco, the acquisition of E-Z Park and the
conversion of the urban mid-west U.S. parkade to a lease arrangement. Rent
expense increased from $21.7 million for the nine months ended September 30,
1999 to $26.4 million for the nine months ended September 30, 2000, an increase
of $4.7 million or 21.7%. Rent as a percentage of revenues, excluding Robbins
and Asia, decreased from 52.7% to 51.7% for the nine months ended September 30,
1999 and 2000, respectively. Offsetting this increase in direct costs was the
effect of the sale in 1999 of the Robbins and Asian operations which incurred
$2.1 million of direct costs in the nine months ended September 30, 1999. An
increase of $2.4 million in other operating expenses related to the increase in
lease revenue accounted for the remaining change in direct costs for the first
nine months of 2000 over the same period in 1999. Direct costs as a percentage
of revenues decreased to 74.0% in the first nine months of fiscal 2000 from
74.9% in the first nine months of fiscal 1999. We expect direct costs as a
percentage of revenues for the full year of fiscal 2000 to increase as there is
a significant fixed component to the rent associated with the Pacific Bell
Stadium parking which will not decrease as the revenue declines in the fourth
quarter.
Pro forma general and administrative expenses increased $1.7 million to
$8.6 million for the first nine months of fiscal 2000 from $6.9 million for
fiscal first nine months 1999. The increase was due to an employee severance
provision accrued in 1998, but which was determined to be over-accrued by $1.8
million and reversed in the first nine months of 1999. General and
administrative expenses, excluding severance, as a percentage of pro forma total
revenues decreased to 16.6% for the first fiscal nine months 2000 compared to
19.9% for the first nine months of fiscal 1999.
Depreciation and amortization for the first nine months of fiscal 2000
decreased to $3.5 million from $3.9 million in fiscal first nine months 1999, a
decrease of $0.4 million or 10.3%, as a result of the full amortization of
certain management and lease agreements which are amortized over the term of the
agreements.
Interest income of $0.5 million was earned on cash balances and other
investments during the first nine months of fiscal 2000. No such income was
reflected in the pro forma results for 1999 (see note 1 b to the financial
statements).
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Income tax expense includes provision only for large corporations capital
tax in Canada and income taxes on operating profits in the U.S.. Provision has
not been made for income taxes on operating profits in Canada pending resolution
of the tax effect of the acquisition of the FUMI Parking Business by Impark. We
expect that this will result in a change in the allocation of the purchase price
to create a deferred tax asset and reduce goodwill. We anticipate that our tax
position will be quantified in the fourth quarter of fiscal 2000.
Pro forma net earnings from continuing operations for the first nine months
of 2000 was $1.4 million - an increase of $1.5 million from the $0.1 million
loss for the first nine months of 1999. This increase is primarily due to
increased gross margin of $2.1 million, lower other operating expenses of $0.6
million, and higher other income of $0.6 million offset by the reversal in 1999
of over-accrued severance of $1.8 million.
LIQUIDITY AND CAPITAL RESOURCES
As at September 30, 2000 Impark had cash of $13.0 million. Of this amount,
$2.2 million is restricted as the Company has deposited this amount in support
of a performance bond that was issued during the third quarter with regard to
negotiating final costs with the contractor of the San Francisco Giants
development. It is estimated that up to approximately $1.0 million will be
required to complete funding of the development costs of the stadium parking
based on a total estimated cost of $7.8 million.
During the third quarter of 2000 Impark deposited $2.0 million with Revenue
Canada on account of the liability from a legal dispute over the taxable nature
of parking violation notice revenue in Canada. This dispute was unsuccessfully
appealed in June 2000 and the Company expects to settle its liability by the end
of fiscal 2000. We do not expect to make any further payments to settle the
liability following the $2.0 million deposited. Furthermore, the Company had
fully accrued for any anticipated liability and does not expect any further
charges against operating income.
In October, 2000 we finalized a new $20 million credit facility with HSBC
Bank Canada. This facility will be used to support working capital, establish
letters of credit and fund capital investment opportunities. Impark may need
letters of credit for bids on larger lease or management contracts. The new bank
facility also replaced the $8 million First Union credit facility.
In the next 12 months, we anticipate the working capital necessary to
satisfy current obligations will be generated from operations, available cash,
and Impark's new bank facility.
Depending on the timing and magnitude of future investment opportunities,
which could be in the form of leased or purchased properties, joint ventures and
acquisitions, we anticipate the cash required to come from operations, the new
bank facility, a rights offering or an equity offering.
In the future, if we identify investment opportunities requiring cash in
excess of operating cash flows and credit facilities, we may seek additional
sources of capital, including the sale or issuance of Impark common stock or a
rights offering, or amending our credit facility to obtain additional
indebtedness. No assurances can be given that such increases would be available
at the time needed to complete any such acquisition.
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ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Interest Rates
The Company's primary exposure to market risk consists of changes in
interest rates on cash invested in short-term deposits. Changes in interest
rates could impact the Company's anticipated interest income.
Foreign Currency Exposure
Impark operates wholly-owned subsidiaries in Canada. Total pro forma
revenues from Canadian operations amounted to $12.8 million and $12.4 million
for the three months ended September 30, 2000 and 1999, respectively and $37.8
million and $37.2 million for the nine months ended September 30, 2000 and 1999,
respectively. Impark intends to continue to invest in Canadian leased or owned
facilities, and may identify expansion opportunities in other foreign countries.
Our exposure to foreign currency fluctuations is limited as the Canadian dollar
revenues have to date been significantly offset by Canadian dollar operating
costs. In limited circumstances we have denominated Canadian contracts in U.S.
dollars to limit currency exposure. Presently, Impark has no formal hedging
programs. We anticipate implementing a hedging program if such risk materially
increases.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
LITIGATION
The provision of services to the public entails an inherent risk of
liability. We are engaged from time to time in routine litigation incidental to
our business. Other than a case involving Eau Claire Market in Calgary, Alberta
described below, there is no legal proceeding to which we are a party which, if
decided adversely could materially harm our financial condition. We attempt to
disclaim liability for personal injury facilities we operate. We also carry
liability insurance that we believe meets or exceeds industry standards as
determined by our landlords. We can provide no assurances, however, that any
future legal proceedings (including any related judgements, settlements or
costs) will not have a material adverse effect on our financial condition,
liquidity or results of operations.
The Eau Claire Market litigation was filed in the Queen's Bench of Alberta
on August 20, 1998. It involves a claim against a property in which we are the
lessee. The plaintiff asserts that it is entitled to priority over our lease and
to possession of the property. We believe that this claim is without merit. If,
however, we do not prevail in the litigation, we may be forced to renegotiate
the lease with the landlord, in which case the rent could be substantially
increased and may materially impact our results.
Imperial Parking Canada Corporation, a subsidiary of Impark, is a defendant
in a lawsuit brought by Newcourt Financial Ltd. as the assignee of Oracle
Corporation Canada Inc. The suit was filed in Ontario Superior Court on June 11,
1999. It alleges that Imperial Parking Canada Corporation and FUMI owe
approximately $825,000 under a software licence and services agreement. We
believe that these claims are without merit, however the legal action is in its
earliest stages. First Union has indemnified Imperial Parking Canada Corporation
with respect to this claim.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
There were no matters submitted to a vote of security holders during the quarter
ended September 30, 2000.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) List of Exhibits
Each exhibit listed below in the Index to Exhibits is filed as a part
of this report. Exhibits not incorporated by reference to a prior
filing are designated by an asterisk ("*"); all exhibits not so
designated are incorporated herein by reference to a prior filing as
indicated.
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Index to Exhibits
Exhibit No. Description
----------- -----------
2.1 Form of Memorandum of Understanding regarding the Distribution
between First Union Real Estate Equity and Mortgage Investments
("First Union") and the Registrant (Incorporated by reference to
Exhibit 2.1 to the Company's Registration Statement No. 001-15629
on Form 10/A as filed on March 2, 2000).
3.1 Form of Amended and Restated Certificate of Incorporation of the
Registrant (Incorporated by reference to Exhibit 3.1 to the
Company's Registration Statement No. 001-15629 on Form 10/A as
filed on March 2, 2000).
3.2 Form of Amended and Restated By-Laws of the Registrant
(Incorporated by reference to Exhibit 3.2 to the Company's
Registration Statement No. 001-15629 on Form 10/A as filed on
March 2, 2000).
4.1 Specimen certificate for shares of common stock of the Registrant
(Incorporated by reference to Exhibit 4.1 to the Company's
Registration Statement No. 001-15629 on Form 10/A as filed on
March 2, 2000).
10.1 Form of 2000 Stock Incentive Plan of the Registrant (Incorporated
by reference to Exhibit 10.1 to the Company's Registration
Statement No. 001-15629 on Form 10/A as filed on March 2, 2000).
10.2 Form of Credit Agreement (Incorporated by reference to Exhibit
10.2 to the Company's Registration Statement No. 001-15629 on
Form 10/A as filed on March 2, 2000).
10.3 Form of Guarantee (Incorporated by reference to Exhibit 10.3 to
the Company's Registration Statement No. 001-15629 on Form 10/A
as filed on March 2, 2000).
10.4 Form of Indemnification Agreement (Incorporated by reference to
Exhibit 10.4 to the Company's Registration Statement No.
001-15629 on Form 10/A as filed on March 2, 2000).
10.6 Form of Huntzinger Employment Agreement (Incorporated by
reference to Exhibit 10.6 to the Company's Registration Statement
No. 001-15629 on Form 10/A as filed on March 21, 2000).
10.7 Form of Wallner Employment Agreement (Incorporated by reference
to Exhibit 10.7 to the Company's Registration Statement No.
001-15629 on Form 10/A as filed on March 21, 2000).
10.8 Newsome Employment Agreement (Incorporated by reference to
Exhibit 10.8 to the Company's Registration Statement No.
001-15629 on Form 10/A as filed on March 2, 2000).
10.9 Form of Debenture (Incorporated by reference to Exhibit 10.9 to
the Company's Registration Statement No. 001-15629 on Form 10/A
as filed on March 2, 2000).
21.1 Subsidiaries of the Registrant (Incorporated by reference to
Exhibit 21.1 to the Company's Registration Statement No.
001-15629 on Form 10/A as filed on March 2, 2000).
27 Financial Data Schedule (EDGAR Filing Only)
(b) Reports on Form 8-K
The Company did not file any reports on Form 8-K during the
quarter ended September 30, 2000.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
IMPERIAL PARKING CORPORATION
Date: November 10, 2000 By: /s/ J. Bruce Newsome
-------------------------- ------------------------------
J. Bruce Newsome
Chief Financial Officer
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