<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD JUNE 30, 1998
COMMISSION FILE NUMBER: 333-50433
AP HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 06-1269403
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
800 SUPERIOR AVENUE, (216) 522-0700
CLEVELAND, OHIO 44114-2601 (Registrant's Telephone Number,
(Address of Principal Executive Offices) Including Area Code)
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 NO X
---
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AP HOLDINGS, INC.
FORM 10-Q INDEX
<TABLE>
<S> <C>
Part I. Financial Information
Item 1. Financial Statements (Unaudited):
Condensed Consolidated Balance Sheets as of June 30, 1998
and December 31, 1997...............................................................................3
Condensed Consolidated Statements of Operations for the three and
six months ended June 30, 1998 and June 30, 1997....................................................4
Condensed Consolidated Statements of Cash Flows for the six
months ended June 30, 1998 and June 30, 1997........................................................5
Notes to Condensed Consolidated Financial Statements................................................6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations..............10
Part II. Other Information
Item 1. Legal Proceedings..................................................................................15
Item 2. Changes in Securities and Use of Proceeds..........................................................15
Item 3. Defaults upon Senior Securities....................................................................15
Item 4. Submission of Matters to a Vote of Security Holders................................................15
Item 5. Other Information..................................................................................15
Item 6. Exhibits and Reports on Form 8-K...................................................................15
Signatures.........................................................................................................16
Exhibits...........................................................................................................17
</TABLE>
2
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PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
AP HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT FOR SHARE DATA)
<TABLE>
<CAPTION>
JUNE 30, 1998 DECEMBER 31, 1997
------------- ------------------
(UNAUDITED)
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents ........................................ $ 41,497 $ 3,322
Notes and accounts receivable, net ............................... 22,798 13,806
Prepaid expenses and supplies .................................... 2,442 1,126
--------- ---------
Total current assets ............................................... 66,737 18,254
Leaseholds and equipment, net ...................................... 23,028 12,340
Intangible assets, net ............................................. 119,304 22,470
Other assets ....................................................... 1,497 6,031
--------- ---------
Total assets .................................................. $ 210,566 $ 59,095
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable ................................................. $11,810 $16,401
Accrued and other current liabilities ............................ 38,955 14,810
Current portion of long-term borrowings .......................... 1,217 4,102
--------- ---------
Total current liabilities .......................................... 51,982 35,313
Long-term borrowings, excluding current portion .................... 189,714 34,181
Other long-term liabilities ........................................ 11,206 3,132
Redeemable preferred stock of subsidiary ........................... - 8,728
Common stock of subsidiary subject to put/call rights .............. 4,589
Common stock, 880 shares issued and outstanding and
warrants to purchase 200 common shares, subject to
put/call rights, at current value ................................ 4,000 4,000
Stockholders' equity (deficit):
Preferred stock, 12% quarterly, cumulative, par value $.01 per
share, 10,000 shares authorized; 2,970.74 shares at June 30, 1998
and 2,800.20 shares at December 31, 1997 issued and outstanding 26,736 25,201
Common stock, par value $.01 per share, 20,000 shares
authorized, 7,920 shares issued and outstanding ................ 1 1
Additional paid-in capital ....................................... 2,088 7,871
Accumulated deficit .............................................. (79,750) (59,332)
--------- ---------
Total stockholders' equity (deficit) .............................. (50,925) (26,259)
--------- ---------
Total liabilities and stockholders' equity (deficit) ........... $ 210,566 $ 59,095
========= =========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
Note: The balance sheet at December 31, 1997 has been derived from the
audited financial statement at that date but does not include all of
the information and footnotes required by generally accepted
accounting principles for complete financial statements.
3
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AP HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
--------------------------- ---------------------------
JUNE 30, 1998 JUNE 30, 1997 JUNE 30, 1998 JUNE 30, 1997
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Parking services revenue:
Lease contracts ................................. $ 41,033 $ 24,655 $ 65,696 $ 48,026
Management contracts ............................ 7,955 4,033 12,096 7,681
------- -------- -------- --------
48,988 28,688 77,792 55,707
Costs and expenses:
Cost of parking services:
Lease contracts ............................... 35,781 20,901 57,096 41,059
Management contracts .......................... 2,550 2,211 4,811 4,600
------- ------- -------- --------
38,331 23,112 61,907 45,659
General and administrative .................... 5,901 3,245 9,361 6,185
Restructuring charge .......................... - - 14,100 -
Depreciation and amortization ................. 1,916 1,104 2,971 2,214
------- ------- -------- --------
Total costs and expenses .......................... 46,148 27,461 88,339 54,058
------- ------- -------- --------
Operating income (loss) ........................... 2,840 1,227 (10,547) 1,649
Interest expense (income):
Interest expense .............................. 4,958 930 5,995 1,799
Interest income .............................. (637) (130) (786) (232)
------- ------- -------- --------
4,321 800 5,209 1,567
------- ------- -------- --------
Income (loss) before minority interest, income
taxes and extraordinary item .................. (1,481) 427 (15,756) 82
Minority interest ................................. 108 92 251 130
Income tax expense ................................ 30 60 60 120
------- ------- -------- --------
Income (loss) before extraordinary item............ (1,619) 275 (16,067) (168)
Extraordinary loss ................................ - - 2,816 -
------- ------- -------- --------
Net income (loss) ................................. (1,619) 275 (18,883) (168)
Preferred stock dividends ......................... (779) (884) (1,535) (1,808)
------- ------- -------- --------
Net income (loss) available for common stockholders ($2,398) ($609) ($20,418) ($ 1,976)
======= ======= ======== ========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
4
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AP HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS, UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
-----------------------------------
JUNE 30, 1998 JUNE 30, 1997
------------- -------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net loss ............................................. ($18,883) ($168)
Adjustments to reconcile net loss to net cash used in
operations:
Depreciation and amortization ..................... 2,971 2,214
Restructuring charge .............................. 2,400 -
Interest accreted on long-term borrowing .......... 1,188 -
Change in operating assets and liabilities ........ 1,865 (8,215)
-------- --------
Net cash used in operating activities ................ (10,459) (6,169)
INVESTING ACTIVITIES:
Businesses acquired, net of cash, and including direct
acquisition costs .................................. (81,579) (478)
Purchase of leaseholds and equipment ................. (2,556) (487)
Purchase of leaseholds and equipment by joint ventures (274) (175)
Increase in other assets ............................. (491) (450)
-------- --------
Net cash used in investing activities ................ (84,900) (1,590)
FINANCING ACTIVITIES:
Proceeds from long-term borrowings ................... 189,632 9,339
Payments on long-term borrowings ..................... (41,645) (187)
Payments on joint venture borrowings ................. (273) (218)
Payments of debt issuance costs ...................... (6,180) -
Redemption of redeemable preferred stock ............. (8,000) -
-------- --------
Net cash provided by financing activities ............ 133,534 8,934
-------- --------
Increase in cash and cash equivalents ................ 38,175 1,175
Cash and cash equivalents at beginning of period ..... 3,322 2,532
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD ........... $ 41,497 $ 3,707
======== ========
SUPPLEMENTAL DISCLOSURES:
Cash paid during the period for:
Interest ..................................... $ 2,099 $ 1,956
Taxes ........................................ 46 60
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
5
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AP HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1998
(IN THOUSANDS, UNAUDITED)
1. INTERIM FINANCIAL DATA
The accompanying unaudited condensed consolidated financial statements
of AP Holdings, Inc. ("the Company") have been prepared in accordance with
generally accepted accounting principles for interim financial information and
the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly,
they do not include all of the information and notes required by generally
accepted accounting principles for complete financial statements.
AP Holdings, Inc. is a holding company which owns APCOA/Standard
Parking, Inc. and its subsidiaries ("APCOA/Standard"), formerly APCOA, Inc.
("APCOA"), which manages, operates and develops parking properties throughout
the United States and Canada.
In the opinion of management, all adjustments (consisting only of
adjustments of a normal and recurring nature) considered necessary for a fair
presentation of the financial position and results of operations have been
included. Operating results for the six-month period ended June 30, 1998 are not
necessarily indicative of the results that might be expected for the fiscal year
ending December 31, 1998. The financial statements presented in this Report
should be read in conjunction with the consolidated financial statements and
footnotes thereto included in the Company's Registration Statement on Form S-4
No. 333-50433 effective August 14, 1998.
2. ACQUISITIONS
In January 1998, APCOA entered into a definitive Combination Agreement
to acquire all of the outstanding capital stock, partnership and other equity
interests of Standard Parking Corporation and certain affiliates (Standard). On
March 30, 1998, APCOA acquired Standard for consideration consisting of $65
million in cash, 16% of the common stock of APCOA outstanding as of January 15,
1998 and the assumption of certain liabilities, including a $5.0 million
consulting and non-compete obligation for one of the former owners of Standard,
which represents the current value of the payments to be made, as determined by
consulting actuaries. In addition, on March 30, 1998, APCOA paid to the Standard
owners $2.8 million, generally representing Standard's earnings through the date
of the acquisition and Standard's cash on hand at such time.
The acquisition has been accounted for under the purchase method;
accordingly, its results are included in the consolidated financial statements
of the Company from the date of acquisition. Following is the preliminary
purchase price allocation (the final purchase price allocation will be based on
a final determination of the fair value of assets acquired and liabilities
assumed). Management believes that the final allocation of the purchase price
will not materially differ from the preliminary estimated amounts.
<TABLE>
<S> <C>
Cash consideration............................................................. $ 65,000
5.01 shares of common stock of subsidiary issued, at calculated put/call value. 4,589
Closing distribution to the Standard owners.................................... 2,822
Consulting and non-compete agreement with former owner......................... 5,000
Direct acquisition costs....................................................... 5,219
--------
Total purchase price........................................................... $ 82,630
========
Cash........................................................................... $ 1,711
Notes and accounts receivable.................................................. 2,687
Prepaid expenses............................................................... 150
Property and equipment......................................................... 1,118
Cost of parking contracts...................................................... 6,853
Consulting and non-compete agreement........................................... 5,000
Cost in excess of net assets acquired.......................................... 69,162
Other assets................................................................... 991
Accounts payable and accrued expenses.......................................... (1,872)
Restructuring reserves ($1.6 million cash, $0.4 million non-cash).............. (2,000)
Other liabilities.............................................................. (1,170)
---------
$ 82,630
========
</TABLE>
6
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AP HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
The put/call value is based primarily upon a multiple of EBITDA of
APCOA/Standard. Direct acquisition costs incurred in connection with the
acquisition include investment banking fees of $3,289 and legal and other
professional fees of $1,930.
The restructuring reserves represent the estimated costs to integrate
existing information and operating systems of Standard in connection with the
Company's business plan. These costs include software modifications of $868,
re-branding costs of $510 and estimated severance costs for 33 positions of
$622.
The following unaudited pro forma results of operations for the six
months ended June 30, 1998 and 1997, assume the acquisition of Standard and
related transactions occurred at the beginning of each period presented:
<TABLE>
<CAPTION>
Six Months Ended
----------------
June 30, 1998 June 30, 1997
------------- -------------
<S> <C> <C>
Net revenue................................................... $ 91,652 $ 80,918
Loss before extraordinary item................................ (17,446) (6,168)
</TABLE>
This pro forma information does not purport to be indicative of the
results that actually would have been obtained if the combined operations had
been conducted during the periods presented and is not intended to be a
projection of future results.
On May 1, 1998, APCOA/Standard acquired the remaining 76% interest in
Executive Parking Industries LLC, through the acquisition of all of the
outstanding capital stock of S&S Parking, Inc., the sole asset of which was such
76% interest in EPI, for $7.0 million in cash. In addition, on June 1, 1998,
APCOA/Standard acquired all of the outstanding capital stock of Century Parking,
Inc., and Sentry Parking Corporation, for $5.2 million in cash at closing and
$1.0 million payable on the third anniversary of the closing date. On September
1, 1998, APCOA/Standard acquired the operations of Virginia Parking Service,
Inc. in a stock purchase transaction for $2.7 million in cash, subject to
adjustment, including direct costs and up to $1.25 million in notes payable over
five years with interest at the prime rate. These acquisitions have been or will
be accounted for under the purchase method. The operating results of the
businesses are not material to the consolidated results of the Company.
3. RESTRUCTURING CHARGE
Included in the "restructuring charge" in the accompanying condensed
consolidated statement of operations for the six months ended June 30, 1998 are
the following (expenses are cash unless otherwise stated):
<TABLE>
<S> <C>
Employee severance costs............................................................ $ 5,400
Employee relocation costs........................................................... 5,000
Impairment of assets that will no longer be used (non-cash expense)................. 2,400
Other restructuring costs........................................................... 1,300
---------
$ 14,100
=========
</TABLE>
During the first quarter of 1998, management performed a thorough
analysis of the costs associated with implementing the business plan of
consolidating the Company's headquarters in Chicago and costs related to
APCOA/Standard staff reductions. During the first quarter of 1998, all affected
employees were notified of the Company's plans. It is expected that
substantially all actions related to the restructuring will be completed during
1998.
The $5.4 million of employee severance costs consists of cash
compensation to 54 people whose employment was terminated. The $5.0 million of
employee relocation costs are in connection with the relocation and
consolidation of the headquarters of the Company, the relocation of two major
field offices, moving the families of 20 Cleveland headquarters staff
7
<PAGE> 8
AP HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--CONTINUED
members to Chicago and other relocations within the field organization. The
impairment of assets that will no longer be used refers to the write-off of $2.4
million of capitalized organization and software development costs. The $1.3
million of other restructuring costs consists largely of a $1.0 million increase
in insurance reserves resulting from a planned buyout of the insurance program
of APCOA in connection with the combination of APCOA and Standard insurance
programs. The $11.7 million cash component of this restructuring charge is
expected to be disbursed by the third quarter of 1998.
4. LONG-TERM DEBT
In connection with the Standard acquisition, on March 30, 1998, APCOA
issued $140 million principal amount of 9 1/4% Senior Subordinated Notes due
2008 in a Rule 144A private placement, and entered into a $40 million senior
credit facility. In addition, the Company received proceeds of approximately
$40.7 million from issuance of $70.0 million principal amount of 11 1/4% Senior
Discount Notes due 2008 in a Rule 144A private placement. The Company
contributed the proceeds from the offering of the Senior Discount Notes to APCOA
in exchange for redeemable preferred stock of APCOA. The net proceeds from the
offering and the preferred stock contribution were used by APCOA to fund the
cash portion of the consideration for the acquisition of Standard, to repay
certain existing debt of APCOA and Standard, for general corporate purposes and
to redeem preferred stock held by an affiliate.
In connection with the early extinguishment of debt in March 1998,
APCOA recorded an extraordinary loss of $2,816. The extraordinary loss
represents the unamortized balance of debt issuance costs related to APCOA's
previous credit agreement of $727 and a prepayment penalty of $2,089 related to
APCOA's previous credit agreement.
Effective September 14, 1998, the Company and APCOA/Standard,
respectively, completed offers to exchange all the outstanding Senior Discount
Notes and Senior Subordinated Notes due March 15, 2008 for New Notes with
substantially identical terms that are registered under the Securities Act of
1933.
5. STOCKHOLDERS' EQUITY (DEFICIT)
Following is a summary of transactions affecting stockholders' equity
(deficit) for the six months ended June 30, 1998:
<TABLE>
<CAPTION>
PREFERRED STOCK COMMON STOCK
------------------- --------------- ADDITIONAL
NUMBER OF PAR NUMBER OF PAR PAID-IN ACCUMULATED
SHARES VALUE SHARES VALUE CAPITAL DEFICIT TOTAL
-------- ------ -------- ----- ---------- ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance (deficit) at January 1, 1998 ............ 2,800.20 $25,201 7,920 $1 $7,871 ($59,332) ($26,259)
Net loss for the six months ended June 30, 1998 . (18,883) (18,883)
Preferred stock dividends ....................... 170.54 1,535 (1,535) -
Non-cash distribution to affiliate .............. (6,511) (6,511)
Contribution to capital ......................... 728 728
-------- ------- ----- -- ------ -------- --------
Balance (deficit) at June 30, 1998 .............. 2,970.74 $26,736 7,920 $1 $2,088 ($79,750) ($50,925)
======== ======= ===== == ====== ======== ========
</TABLE>
6. SUBSIDIARY GUARANTORS
All of APCOA/Standard's direct or indirect wholly owned domestic
subsidiaries, other than inactive subsidiaries, fully, unconditionally, jointly
and severally guarantee the Senior Subordinated Notes discussed in Note 4.
Separate financial statements of the guarantor subsidiaries are not separately
presented because, in the opinion of management, such financial statements are
not material to investors. The non-guarantor subsidiaries include joint
ventures, wholly owned subsidiaries of APCOA/Standard organized under the laws
of foreign jurisdictions and inactive subsidiaries, all of which are included in
the consolidated financial statements. The following is summarized combining
financial information for APCOA/Standard, the guarantor subsidiaries of
APCOA/Standard and the non-guarantor subsidiaries of APCOA/Standard:
8
<PAGE> 9
<TABLE>
<CAPTION>
GUARANTOR NON-GUARANTOR
APCOA SUBSIDIARIES SUBSIDIARIES ELIMINATIONS TOTAL
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C>
BALANCE SHEET DATA:
JUNE 30, 1998
Cash and cash equivalents ............................... $ 34,668 $ 5,810 $ 1,019 - $ 41,497
Notes and accounts receivable ........................... 11,203 10,164 1,431 - 22,798
Current assets .......................................... 47,377 16,627 2,733 - 66,737
Leaseholds and equipment, net ........................... 8,280 9,098 5,650 - 23,028
Cost in excess of net assets acquired, net .............. 24,246 82,757 825 - 107,828
Investment in subsidiaries .............................. 105,968 - - (105,968) -
Total assets ............................................ 188,990 116,487 11,057 (105,968) 210,566
Accounts payable ........................................ 4,979 5,008 1,823 - 11,810
Current liabilities .................................... 32,362 12,773 6,847 - 51,982
Long-term borrowings, excluding current portion ......... 142,517 128 5,198 - 147,843
Redeemable preferred stock .............................. 41,871 - - - 41,871
Common stock subject to put/call rights ................. 4,589 - - - 4,589
Total stockholders' equity (deficit) .................... (41,631) 102,619 (1,945) (105,968) (46,925)
Total liabilities and stockholders' equity (deficit)..... 188,990 116,487 11,057 (105,968) 210,566
DECEMBER 31, 1997
Cash and cash equivalents ............................... $ 1,255 $ 1,019 $ 1,048 - $ 3,322
Notes and accounts receivable ........................... 10,587 326 2,893 - 13,806
Current assets .......................................... 12,801 1,292 4,161 - 18,254
Leaseholds and equipment, net ........................... 6,246 227 5,867 - 12,340
Cost in excess of net assets acquired, net .............. 16,190 1,432 835 - 18,457
Investment in subsidiaries .............................. 3,652 - - (3,652) -
Total assets ............................................ 46,000 3,477 13,270 (3,652) 59,095
Accounts payable ........................................ 13,574 1,756 1,071 - 16,401
Current liabilities .................................... 26,593 2,178 6,542 - 35,313
Long-term borrowings, excluding current portion ......... 28,747 - 5,434 - 34,181
Redeemable preferred stock .............................. 8,728 - - - 8,728
Total stockholders' equity (deficit) .................... (20,229) 1,219 403 (3,652) (22,259)
Total liabilities and stockholders' equity (deficit)..... 46,000 3,477 13,270 (3,652) 59,095
INCOME STATEMENT DATA:
THREE MONTHS ENDED JUNE 30, 1998
Parking Revenue ......................................... $ 19,912 $ 19,409 $ 9,667 - $ 48,988
Gross profit ............................................ 5,018 5,109 530 - 10,657
Depreciation and amortization ........................... 834 812 270 - 1,916
Operating income ........................................ 98 2,830 (88) - 2,840
Interest expense (income), net .......................... 2,972 (10) 171 - 3,133
Equity in earnings of subsidiaries ...................... (2,472) - - 2,472 -
Net income (loss) ....................................... (432) 2,840 (367) (2,472) (431)
THREE MONTHS ENDED JUNE 30, 1997
Parking Revenue ......................................... $ 19,805 $ 552 $ 8,331 - $ 28,688
Gross profit ............................................ 4,645 91 840 - 5,576
Depreciation and amortization ........................... 535 107 462 - 1,104
Operating income ........................................ 1,098 (34) 163 - 1,227
Interest expense (income), net .......................... 654 - 146 - 800
Equity in earnings of subsidiaries ...................... 109 - - (109) -
Net income (loss) ....................................... 275 (34) (75) (109 275
SIX MONTHS ENDED JUNE 30, 1998
Parking Revenue ......................................... $ 37,759 $ 20,463 $ 19,570 - $ 77,792
Gross profit ............................................ 8,691 5,440 1,754 - 15,885
Depreciation and amortization ........................... 1,600 840 531 - 2,971
Restructuring charge .................................... 14,100 - - - 14,100
Operating income ........................................ (13,968) 3,024 397 - (10,547)
Interest expense (income), net .......................... 3,704 (10) 327 - 4,021
Equity in earnings of subsidiaries ...................... (2,855) - - 2,855 -
Net income (loss) ....................................... (17,696) 3,034 (178) (2,855) (17,695)
SIX MONTHS ENDED JUNE 30, 1997
Parking Revenue ......................................... $ 37,242 $ 1,076 $ 17,389 - $ 55,707
Gross profit ............................................ 8,245 118 1,685 - 10,048
Depreciation and amortization ........................... 1,799 30 385 - 2,214
Operating income ........................................ 1,358 (119) 410 - 1,649
Interest expense (income), net .......................... 1,266 - 301 - 1,567
Equity in earnings of subsidiaries ...................... 139 - - (139) -
Net income (loss) ....................................... (168) (119) (20) 139 (168)
STATEMENT OF CASH FLOW DATA:
SIX MONTHS ENDED JUNE 30, 1998
Net cash provided by (used in) operating activities ..... ($ 12,230) $ 1,253 $ 518 - ($ 10,459)
Investing activities:
Purchase of leaseholds and equipment ................ (2,010) (546) - - (2,556)
Purchase of leaseholds and equipment by joint
ventures........................................... - - (274) - (274)
Businesses acquired ................................. (85,663) 4,084 - - (81,579)
Other ............................................... (491) - - - (491)
Net cash provided by (used in) investing activities ..... (88,164) 3,538 (274) - (84,900)
Financing activities:
Proceeds from long-term borrowings .................. 148,949 - - - 148,949
Payments on long-term borrowings .................... (41,645) - - - (41,645)
Payments of debt issuance costs ..................... (6,180) - - - (6,180)
Payment on joint venture debt ....................... - - (273) - (273)
Proceeds from issuance of preferred stock ........... 40,683 - - - 40,683
Redemption of redeemable preferred stock ............ (8,000) - - - (8,000)
Net cash provided by (used in) financing activities ..... 133,807 - (273) - 133,534
SIX MONTHS ENDED JUNE 30, 1997
Net cash provided by (used in) operating activities ..... ($ 7,280) $ 470 $ 641 - ($ 6,169)
Investing activities:
Purchase of leaseholds and equipment ................ (487) - - - (487)
Purchase of leaseholds and equipment by joint
ventures .......................................... - - (175) - (175)
Businesses acquired ................................. (478) - - - (478)
Other ............................................... (450) - - - (450)
Net cash used in investing activities ................... (1,415) - (175) - (1,590)
Financing activities:
Proceeds from long-term borrowings .................. 9,339 - - - 9,339
Payments on long-term borrowings .................... (187) - - - (187)
Payment on joint venture debt ....................... - - (218) - (218)
Net cash provided by (used in) financing activities ..... 9,152 - (218) - 8,934
</TABLE>
9
<PAGE> 10
PART I FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
GENERAL
The assets of AP Holdings, Inc. ("Holdings" or "the Company") consist
solely of capital stock of APCOA/Standard Parking, Inc. ("APCOA/Standard"), and
Holdings conducts all of its operations through APCOA/Standard.
APCOA/Standard operates parking facilities under two types of
arrangements: management contracts and leases. APCOA/Standard does not own any
parking facilities and, as a result, APCOA/Standard assumes few of the risks of
real estate ownership. Under a management contract, APCOA/Standard typically
receives a base monthly fee for managing the property, and may also receive an
incentive fee based on the achievement of facility revenues above a base amount.
In some instances, APCOA/Standard also receives certain fees for ancillary
services. Typically, all of the underlying revenues, expenses and capital
expenditures under a management contract flow through to the property owner, not
to APCOA/Standard. Under lease arrangements, APCOA/Standard generally pays to
the property owner either a fixed annual rental, a percentage of gross customer
collections or a combination thereof. APCOA/Standard collects all revenues under
lease arrangements and is responsible for most operating expenses, but it is
typically not responsible for major maintenance or capital expenditures. As of
June 30, 1998, APCOA/Standard operated approximately 73.8% of its approximately
1,372 parking facilities under management contracts and approximately 26.2%
under leases.
Parking services revenue--leases. Lease parking services revenues
consist of all revenues received at a leased facility.
Parking services revenue--management contracts. Management contract
revenues consist of management fees, including both fixed and revenue-based, and
fees for ancillary services such as accounting, equipment leasing, consulting,
and other value-added services with respect to managed locations, but exclude
gross customer collections at such locations. Management contracts generally
provide APCOA/Standard a management fee regardless of the operating performance
of the underlying facility.
Cost of parking services--leases. Cost of parking services under lease
arrangements consist of (i) contractual rental fees paid to the facility owner
and (ii) all operating expenses incurred in connection with operating the leased
facility. Contractual fees paid to the facility owner are based on either a
fixed contractual amount or a percentage of gross revenue, or a combination
thereof. Generally under a lease arrangement, APCOA/Standard is not responsible
for major capital expenditures or property taxes.
Cost of parking services--management contracts. Cost of parking
services under management contracts is generally passed through to the facility
owner. Most management contracts have no cost of parking services related to
them as all costs are reimbursable to APCOA/Standard by the client. Several
APCOA/Standard contracts, however, require APCOA/Standard to pay for certain
costs that are offset by larger management fees. These contracts tend to be
large airport properties with high cost structures.
General and administrative expenses. General and administrative
expenses include primarily salaries, wages, travel and office related expenses
for the headquarters and field office and supervisory employees.
10
<PAGE> 11
SUMMARY OF OPERATING FACILITIES
The following table reflects the Company's facilities at the end of the
periods indicated taking into consideration the combination with Standard
Parking Corporation and affiliates ("Standard") and other acquisitions on a pro
forma basis:
<TABLE>
<CAPTION>
JUNE 30, 1998 DECEMBER 31, 1997 JUNE 30, 1997
------------- ----------------- -------------
<S> <C> <C> <C>
MANAGED FACILITIES:
APCOA/Standard Parking................ 659 607 544
Other Acquisitions.................... 354 187 55
------- ------- -------
Combined......................... 1,013 794 599
LEASED FACILITIES:
APCOA/Standard Parking................ 260 262 265
Other Acquisitions.................... 99 46 25
------- ------- -------
Combined......................... 359 308 290
------- ------- -------
TOTAL FACILITIES.......................... 1,372 1,102 889
======= ======= =======
</TABLE>
RESULTS OF OPERATIONS
Gross customer collections consist of gross receipts collected at all
leased and managed properties, including unconsolidated affiliates. Gross
customer collections increased $175.2 million, or 153.8%, to $289.1 million in
the second quarter of 1998 compared to $113.9 million in the second quarter of
1997. This increase is attributable to $146.4 million from the combination with
Standard and $28.8 million from the addition of other locations during the
period. Gross customer collections increased $195.3 million, or 87.8%, to $417.7
million in the first half of 1998 compared to $222.4 million in the first half
of 1997. This increase is attributable to $146.4 million from the combination
with Standard and $48.9 million from the addition of other locations during the
period.
In analyzing gross margins of APCOA/Standard, it should be noted that
the cost of parking services in connection with the provision of management
services is generally paid by the clients. Margins for lease arrangements are
significantly impacted by variables other than operating performance, such as
the ability to charge higher parking rates in different cities and widely
varying space utilization by parking facility type.
The following should be read in conjunction with the Condensed
Consolidated Financial Statements and notes thereto in Item 1.
THREE MONTHS ENDED JUNE 30, 1998 COMPARED TO THREE MONTHS ENDED JUNE 30, 1997
Parking services revenue--leases. Lease revenue increased $16.3
million, or 66.4%, to $41.0 million in the second quarter of 1998 as compared to
$24.7 million in the second quarter of 1997. This increase was driven by revenue
from acquisitions of $14.9 million and core business growth of $1.4 million.
Parking services revenue--management contracts. Management contract
revenue increased $4.0 million, or 97.2%, to $8.0 million in the second quarter
of 1998 as compared to $4.0 million in the second quarter of 1997. This increase
resulted primarily from management contracts added through acquisitions.
Cost of parking services--leases. Cost of parking for leases increased
$14.9 million, or 71.2%, to $35.8 million in the second quarter of 1998 from
$20.9 million in the second quarter of 1997. This increase resulted from $13.6
million from acquired leases and $1.3 million from expense growth at existing
locations. Gross margin for leases declined to 12.8%, for the second quarter of
1998 compared to 15.2% for the second quarter of 1997. This reduction was
caused by the average gross margin or acquired leases being lower than existing
leases.
11
<PAGE> 12
Cost of parking services--management contracts. Cost of parking for
management contracts increased by $0.4 million, or 15.3%, to $2.6 million in the
second quarter of 1998 from $2.2 million in the second quarter of 1997. This
increase resulted from minor additional costs for acquired management contracts
and cost increases at existing locations. Gross margin for management contracts
improved to 67.9% in the second quarter of 1998 compared to 45.2% for the second
quarter of 1997. This improvement in margin results from the relative mix of
locations that were added compared to those already in the contract portfolio.
The new locations do not carry any cost of parking since all of these costs are
paid by the clients while some of the older management contracts do carry some
costs.
General and administrative expenses. General and administrative costs
increased $2.7 million, or 81.8%, to $5.9 million for the second quarter of 1998
as compared to $3.2 million for the second quarter of 1997. This increase
resulted primarily from increases in field administrative costs associated with
the acquisitions.
Other income and expenses. Interest expense, net of interest income,
totaled $4.3 million in the second quarter of 1998, an increase of $3.5 million
from the second quarter of 1997. This increase resulted from the debt financing
incurred in connection with the combination with Standard in March 1998,
partially offset by the resulting interest earned on excess cash balances.
Minority interest expense for the second quarter of 1998 totaled $0.1 million
while income taxes for the same period were $0.03 million. These amounts were
reasonably consistent with the second quarter of 1997.
SIX MONTHS ENDED JUNE 30, 1998 COMPARED TO SIX MONTHS ENDED JUNE 30, 1997
Parking services revenue--leases. Lease revenue increased $17.7
million, or 36.8%, to $65.7 million in the first half of 1998 as compared to
$48.0 million in the first of 1997. This increase was driven by revenue from
acquisitions of $15.4 million and core business growth of $4.1 million,
partially offset by two terminated leases of $1.8 million.
Parking services revenue--management contracts. Management contract
revenue increased $4.4 million, or 57.5%, to $12.1 million in the first half of
1998 as compared to $7.7 million in the first half of 1997. This increase
resulted primarily from the impact of management contracts added through
acquisitions.
Cost of parking services--leases. Cost of parking for leases increased
$16.0 million, or 39.1%, to $57.1 million in the first half of 1998 from $41.1
million in the first half of 1997. This increase resulted from $13.9 million
from acquired leases, savings of $1.7 million from terminated leases and $3.8
million from expense growth at existing locations. Gross margin for leases
declined to 13.1% for the first half of 1998 compared to 14.5% for the first
half of 1997. This decline resulted from the average gross margin on acquired
leases being approximately 10%, which drove down the average lease gross margin.
Cost of parking services--management contracts. Cost of parking for
management contracts increased by $0.2 million, or 4.6%, to $4.8 million in the
first half of 1998 from $4.6 million in the first half of 1997. This increase
resulted from minor additional costs for acquired management contracts and cost
increases at existing locations. Gross margin for management contracts improved
to 60.2% in the first half of 1998 compared to 40.1% for the first half of 1997.
As noted above, this improvement results from the relative mix of locations that
were added compared to those already in the contract portfolio. The new
locations do not carry any cost of parking since all of these costs are paid by
the clients while some of the older management contracts do carry some costs.
General and administrative expenses. General and administrative costs
increased $3.2 million, or 51.4% to $9.4 million for the first half of 1998 as
compared to $6.2 million for the first half of 1997. This increase resulted
primarily from increases in field administrative costs associated with the
acquisitions and inflation.
Restructuring charge. APCOA/Standard took a $14.1 million restructuring
charge in the first quarter of 1998 which was based upon a thorough analysis of
the costs associated with implementing the business plan of consolidating the
Company's headquarters in Chicago and costs related to APCOA staff reductions.
The charge included (A) $5.0 million of relocation costs in connection with the
headquarters relocation of the Company, the relocation of two major field
offices, moving the families of 20 Cleveland headquarters staff members to
Chicago and other relocations within the field organization, (B) $5.4 million in
severance costs consisting of cash compensation to 54 people whose employment
12
<PAGE> 13
was terminated, (C) the write-off of $2.4 million of assets that will no longer
be used in the business consisting of $0.7 million of capitalized assets which
were abandoned as a result of the combination with Standard and $1.7 million of
software development costs and (D) $1.3 million of other restructuring costs,
the largest component of which was a $1.0 million increase in insurance
reserves resulting from a planned buyout of the insurance program of APCOA in
connection with the combination of the APCOA and Standard insurance programs.
The $11.7 million cash component of this restructuring charge is expected to be
disbursed by the end of 1998.
Other income and expenses. Interest expense, net of interest income,
totaled $5.2 million in the first half of 1998 up $3.6 million from the first
half of 1997 due to the debt financing incurred in connection with the
combination with Standard and other acquisitions. Earnings for the first quarter
of 1998 included an extraordinary loss of $2.8 million which was comprised of
$2.1 million from a prepayment penalty for early extinguishment of debt and $0.7
million from a write-off of the unamortized balance of deferred financing costs
associated with the extinguished debt. Minority interest expense for the first
half of 1998 totaled $0.3 million while income taxes for the same period were
$0.1 million. Since the profit from joint venture contracts has not fluctuated
and the tax loss carryforward remains in place, these amounts were reasonably
consistent with the first half of 1997.
LIQUIDITY AND CAPITAL RESOURCES
The Company had $14.8 million of working capital at June 30, 1998 as
compared to a $17.1 million working capital deficit at December 31, 1997. This
significant fluctuation resulted primarily from the excess cash that the Company
received pursuant to the debt financing incurred in connection with the
combination with Standard. The Company had cash and cash equivalents of $41.5
million at June 30, 1998 compared to $3.3 million at December 31, 1997. This
increase was partially offset by the increase in accrued liabilities reflecting
the restructuring charge of $14.1 million in March 1998 and other purchase
accounting reserves that were recorded in March 1998. The majority of the
balance in these restructuring accruals will be disbursed during the remainder
of 1998.
Net cash used in operating activities totaled $10.5 million for the
first half of 1998 compared to $6.2 million for the first half of 1997. This
increase in cash used resulted from the $2.1 million prepayment penalty for
early extinguishment of debt and other restructuring expenses.
Cash used in investing activities totaled $84.9 million in the first
half of 1998 compared to $1.6 million in the same period of 1997. The change was
a result of the acquisition of Standard and Dixie Parking by the Company in the
first quarter of 1998 and the acquisitions of Executive Parking and Century
Parking and Sentry Parking in the second quarter of 1998. In addition, the
Company expended $2.8 million in capital purchases in the first half of 1998
compared to $.7 million in the first half of 1997. This increase resulted from
the acquisition of a 12 year lease in March, 1998.
Cash generated from financing activities totaled $133.5 million in the
first half of 1998 compared to $8.9 million for the first half of 1997. The
first half of 1998 included $189.6 million of proceeds from the issuance of
debt, $41.9 million in debt repayments, and $8.0 million for the redemption of
preferred stock. These transactions were consummated in connection with the
combination with Standard and other acquisitions. Cash from financing activities
for the first half of 1997 was driven primarily by an increase in the working
capital revolver due to seasonal working capital swings.
APCOA/Standard has lease commitments of $51.4 million for fiscal 1998.
The leased properties generate sufficient cash flow to meet the base rent
payments.
In connection with the combination with Standard, APCOA entered into a
new credit facility for $40.0 million of secured revolving credit. Borrowings
under the credit facility bear interest at variable rates based, at the
Company's option, either on LIBOR, the overnight federal funds rate, or the
bank's base rate. The credit facility contains certain covenants with which the
Company must comply, including restrictions on debt limits relative to EBITDA,
capital expenditures, and other customary requirements.
The Company's primary capital requirements are for working capital,
capital expenditures and debt service. The Company believes that cash flow from
operating activities, cash and cash equivalents and borrowings under the new
credit facility will be adequate to meet the Company's short-term liquidity
requirements prior to the maturity of its long-term indebtedness, although no
assurance can be provided in this regard.
13
<PAGE> 14
The Company will be relocating its headquarters office to 900 North
Michigan Avenue, Chicago, Illinois, 60611 in October of 1998. It is expected
that the costs to improve and furnish the space for the new office will
approximate $3.7 million which will be capitalized as expended.
If the Company identifies investment opportunities requiring cash in
excess of the Company's cash flows and existing cash, the Company may borrow
under the new credit facility, or may seek additional sources of capital
including the sale or issuance of common stock. The Company has in the past
utilized non-recourse financing to fund specific projects and is presently
negotiating a $1.8 million non-recourse financing facility to fund improvements
at two parking facilities which are being made in consideration of the contract
extension and new agreement granted to the Company.
The Company has in the past and expects in the future to pursue a
strategy of growth through acquisition. On June 1, 1998, APCOA/Standard
completed the acquisition of Century Parking and Sentry Parking for
consideration consisting of $5.2 million in cash at closing and $1.0 million
payable on the third anniversary of the closing date. The results of operations
of Century Parking and Sentry Parking prior to acquisition were not material to
the Company. In addition, on September 1, 1998 APCOA/Standard acquired the
capital stock of Virginia Parking Service, Inc. ("VAPARK") for $2.7 million in
cash, subject to adjustment, plus an additional aggregate amount of up to $1.25
million payable over the five-year period immediately following the closing. The
results of operations of VAPARK prior to acquisition will not be material to the
Company. The Company is currently in negotiations with respect to several
possible acquisitions, none of which are "probable" as of the date hereof. There
can be no assurance as to the Company's ability to effect future acquisitions,
nor as to the effect of any such acquisition on the Company's operations,
financial condition and profitability.
SUBSEQUENT EVENTS
On August 4, 1998, the Company repurchased the 10% of its common stock
and all warrants to purchase additional common stock held by a minority investor
for $4.0 million in cash. This transaction was entered into pursuant to a
put/call agreement dated April 1989. The repurchase was funded by an
inter-company loan from APCOA/Standard.
YEAR 2000
The Company has tested its computer systems and applications for
compliance with Year 2000 issues and believes that its computer systems and
applications are Year 2000 compliant and that Year 2000 issues will not have a
significant impact on the Company's operations or liquidity.
SPECIAL CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS
This quarterly report contains certain forward-looking statements
within the meaning of Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), which are
intended to be covered by the safe harbors created thereby. Those statements
include, but may not be limited to, the discussions of the Company's
expectations concerning its future profitability, the discussion of the
Company's strategic relationships, discussions about Year 2000 compliance plans,
and the Company's operating and growth assumptions regarding certain matters,
including anticipated cost savings, in preparation of the unaudited financial
information. Investors are cautioned that forward-looking statements involve
risks and uncertainties. Although the Company believes that the assumptions
underlying the forward-looking statements contained herein are reasonable, any
of the assumptions could be inaccurate and, therefore, there can be no assurance
that the forward-looking statements included will prove to be accurate. In light
of the significant uncertainties inherent in the forward-looking statements
included herein, the inclusion of such information should not be regarded as a
representation by the Company or any other person that the objectives and plans
of the Company will be achieved.
14
<PAGE> 15
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
EXHIBIT
NUMBER DESCRIPTION
4.1 -- Indenture, dated as of March 30, 1998, by and
among AP Holdings, Inc. and State Street Bank and
Trust Company, with respect to the New Notes
(incorporated by reference to Exhibit 4.1 to the
Registrant's Registration Statement Form S-4 No.
333-50433 filed April 17, 1998, as amended on
June 9, 1998, July 15, 1998, August 11, 1998 and
August 14, 1998).
4.2 -- Form of New Note (incorporated by reference to
Exhibit 4.1 to the Registrant's Registration
Statement Form S-4 No. 333-50433 filed April 17,
1998, as amended on June 9, 1998, July 15, 1998,
August 11, 1998 and August 14, 1998).
27.1 -- Financial Data Schedule
- ------------------------
(b) Reports on Form 8-K
No current report on Form 8-K was filed by AP Holdings, Inc.
during the quarter ended June 30, 1998.
15
<PAGE> 16
SIGNATURES
Pursuant to the requirements 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:
AP Holdings, Inc.
(Registrant)
September 28, 1998
By: /s/ G. Walter Stuelpe, Jr.,
------------------------------------
G. Walter Stuelpe, Jr.,
Chief Executive Officer, President
and Director
September 28, 1998
By: /s/ Michael J. Celebrezze
------------------------------------
Michael J. Celebrezze,
Treasurer
16
<PAGE> 17
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C> <C>
4.1 -- Indenture, dated as of March 30, 1998, by and among AP Holdings, Inc. and State
Street Bank and Trust Company, with respect to the New Notes (incorporated by
reference to Exhibit 4.1 to the Registrant's Registration Statement Form S-4
No. 333-50433 filed April 17, 1998, as amended on June 9, 1998, July 15, 1998,
August 11, 1998 and August 14, 1998).
4.2 -- Form of New Note (incorporated by reference to Exhibit 4.1 to the Registrant's
Registration Statement Form S-4 No. 333-50433 filed April 17, 1998, as amended
on June 9, 1998, July 15, 1998, August 11, 1998 and August 14, 1998).
27.1 -- Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000835928
<NAME> AP HOLDINGS, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 41,497
<SECURITIES> 0
<RECEIVABLES> 22,798
<ALLOWANCES> (471)
<INVENTORY> 0
<CURRENT-ASSETS> 66,737
<PP&E> 67,506
<DEPRECIATION> 44,028
<TOTAL-ASSETS> 210,566
<CURRENT-LIABILITIES> 51,982
<BONDS> 189,714
0
26,736
<COMMON> 1
<OTHER-SE> (77,662)
<TOTAL-LIABILITY-AND-EQUITY> 210,566
<SALES> 77,792
<TOTAL-REVENUES> 77,792
<CGS> 61,907
<TOTAL-COSTS> 61,907
<OTHER-EXPENSES> 26,432
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,995
<INCOME-PRETAX> (16,007)
<INCOME-TAX> 60
<INCOME-CONTINUING> (16,067)
<DISCONTINUED> 0
<EXTRAORDINARY> (2,816)
<CHANGES> 0
<NET-INCOME> (18,883)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
